LESAKA TECHNOLOGIES INC

OUR OPERATIONS

AND FINANCIAL

RESULTS

ARE SUBJECT

TO VARIOUS

RISKS AND

UNCERTAINTIES,

INCLUDING

THOSE

DESCRIBED

BELOW,

THAT

COULD

ADVERSELY

AFFECT

OUR

BUSINESS,

FINANCIAL

CONDITION, RESULTS

OF OPERATIONS,

CASH FLOWS, AND THE TRADING PRICE OF OUR COMMON STOC

K

Risks Relating to Our Business

To achieve our mission, our

strategy is to

build and operate

the leading South

African full service

fintech

platform offering cash

management, payment and

financial services. Our

future success, and

our ability to

return

to

and

positive

cash

flow

is

substantially

dependent

on

our

ability

to

the

implementation of this strategy successfully.

Our board conducted an extensive

review of our business strategy

and operations in July 2020,

and decided to focus on

our South

African

and

other

opportunities

in

South

Africa

and,

to

a

lesser

extent,

the

rest

of

the

African

continent.

The

restructuring

of

the

and

of

Connect

were

integral

parts

of

the

to

return

the

to

and

positive

cash

flow.

We

have

made

progress

on

both

of

these

initiatives,

the

of

Adumo

and

and

the

of

Bank

Zero

(which

remains

subject

to

the

fulfilment

or

waiver

of

various

precedent),

however

we

cannot

assure

you

that

we

will

be

able

to

our

and

return

to

profitability and positive cash flow.

Even if we do return to profitability, achieving net income does not necessarily

ensure positive cash flows. Future periods of net

losses

from

could

result

in

negative

cash

flow

and

may

hamper

ongoing

or

prevent

us

from

sustaining

or

expanding our business. We cannot assure you that we will achieve, sustain or increase profitability in the future and if we do not, our

business will be materially and adversely affected.

We

have a

significant amount

of indebtedness that

requires us

to comply with

restrictive and financial

covenants. If we are unable to comply with these

covenants, we could default on this debt, which would have

a material adverse effect on our business and financial condition.

As of June 30,

2025, we had

aggregate borrowings outstanding

of ZAR 3.6 billion

($200.8 million translated

at exchange rates

as of June 30, 2025). We partially funded certain of

our recent acquisitions through South

African bank borrowings. We, together with

and the majority

of Lesaka SA’s directly and indirectly wholly-owned

subsidiaries, have agreed

to guarantee the

of

Lesaka

SA

and

of

the

other

borrowers

under

the

certain

of

the

to

the

lenders.

Certain

of

these

contain

customary covenants which include a

requirement for Lesaka SA

to maintain specified Net

Debt to EBITDA and

Interest Cover Ratios

(as defined in

the lending agreements) and

restricts the ability

of Lesaka SA,

and certain of

its subsidiaries to

make certain distributions

with respect

to their

capital stock,

prepay other

debt, encumber

their assets,

incur additional

indebtedness, make

investment above

specified levels, engage in certain business combinations and engage in

other corporate activities.

The borrowings through our merchant lending operations, through Cash

Connect Capital (Pty) Ltd (“CCC”) and K2020 Connect

(Pty) Ltd (“K2020”),

include a ZAR 400

million revolving credit

facility agreement. This

facility contains customary

covenants that

require

the borrowing

parties to

collectively

a specified

capital adequacy

ratio, restrict

of the

to make

certain distributions with respect to

their capital stock, encumber their assets,

incur additional indebtedness, make investments, engage

in certain business combinations and engage in other corporate activities.

These security arrangements and covenants may

reduce our operating flexibility or

our ability to engage in

other transactions that

may

be

beneficial

to

us.

If

we

are

unable

to

comply

with

the

covenants,

we

could

be

in

default

and

the

indebtedness

could

be

accelerated. If this were to occur, we might not be able to obtain waivers of default or to refinance the debt with another lender and as

a result, our business, financial condition and stock price would suffer.

Failure to complete, or delays in completing, the

Bank Zero acquisition, could materially and adversely

affect our results of operations and stock price.

The

completion

of the

Bank

Zero

is subject

to

a

number

of

precedent,

receipt

of

approvals and certain third-party consents. Some of these conditions are

outside our control.

To

the

we

must

make

certain

filings

with,

and

obtain

certain

consents

and

approvals

from,

various

governmental and regulatory authorities.

The regulatory approval processes may

take a lengthy period of time to complete,

and there

can be no assurance

as to the outcome

of the approval processes,

including the undertakings

and conditions that

may be required

for

approval, or whether the regulatory approvals will be obtained at all.

the completion

of the

acquisition is

conditional

on, among

other things,

no action

or circumstance

occurring that

would result in a material adverse effect on the Bank Zero’s

business operations or financial results.

We cannot

provide any assurance regarding if or

when all conditions precedent to the acquisition

will be satisfied or waived. If,

for any reason, the acquisition is

not completed, or its completion is

materially delayed and/or the transaction agreement is terminated,

the market price of our common stock may be materially and adversely

affected.

In addition, if the acquisition is not completed for any reason, there are risks that (i) the announcement of the acquisition and (ii)

the dedication

of management’s

attention and other

of our resources

to the completion

thereof, could have

a negative impact

on our

relationships with our stakeholders

and could have a material

adverse effect on

our current and future operations,

financial condition

and prospects.

We may not realize some or all of the anticipated benefits

from the Bank Zero acquisition or

we may fail

to realize

some or

all of

the expected

benefits of

certain recently

integrated acquisitions,

including Adumo

Even

if

we

the

Bank

Zero

we

may

experience

unforeseen

events,

changes

or

that

may

adversely affect us. For

example, we may

incur unexpected costs,

charges or expenses resulting

from the transaction,

including charges

to

future

if

Bank

Zero’s

does

not

perform

as

expected.

Our

expectations

Bank

Zero’s

and

prospects

may not

be realized,

as a

result of

condition of

the markets

that Bank

Zero serves.

In

addition, there are risks associated with Bank Zero’s product and service offerings or

results of operations, including the risk of failing

to comply with certain regulatory rules required to operate its business.

Further,

there

are numerous

challenges, risks

and

costs involved

with integrating

of Bank

Zero with

ours. For

example, integrating

company will

require significant

attention from

our senior

management which

may divert

their attention from our day-to-day business. The difficulties of

integration may also be increased by cultural differences between our

two organizations and the necessity of retaining and integrating

personnel, including Bank Zero’s

key employees.

During fiscal

2025 we

closed the

acquisitions of

Recharger and

have integrated

their businesses

ours. As

these businesses have only been

recently integrated in our business

there is a risk

that we may fail to

realize some or all

of the expected

benefits from these acquisitions.

Our Sarbanes-Oxley

Act of

2002 (“Sarbanes”)

management certification

and auditor

attestation regarding

of

our internal control over

financial reporting as of

June 30, 2025, excludes

the operations of

Adumo and Recharger as these

were only closed during fiscal 2025. The requirement to evaluate and report on our internal

controls also applies to companies that we

acquire,

Bank

Zero.

As

a

group

of

South

African

private

prior

to

Adumo,

and

more

recently

were not required to comply with Sarbanes prior

to the time we acquired them. The integration

of Adumo, Recharger and

Bank

Zero

control

over

reporting would

be

to require

time

and

from

our

management and other

personnel and is

expected to increase our

compliance costs. If

we fail to successfully

integrate the operations

of Adumo,

Recharger and

reporting, our

may not be effective.

As such, if some or

all of the aforementioned

risks materialize, our ability to

successfully integrate Bank Zero’s

operations into

and realize

the associated

benefits of

that acquisition

could be

adversely impacted.

This could

lead to

the recording

of

material impairments, and as a result, our financial condition, results of

operations, cash flows and stock price could suffer.

We may undertake acquisitions

increase our

costs or

liabilities or

be disruptive

to our

Acquisitions are

an integral part

of our new

growth strategy

as we seek

to expand our

business and deploy

our technologies

in

new markets

in Southern

Africa. However,

we may

not be

able to

locate suitable

candidates at

prices that

we consider

If

we

do

identify an

candidate,

we

may

not be

able to

negotiate

the

terms

of

the

transaction, finance it

or, if the

transaction occurs, integrate the

new business into

our existing business.

These transactions may

require

debt financing or additional equity financing, resulting in additional leverage

or dilution of ownership.

Acquisitions of businesses

or other material

operations and the

integration of these

acquisitions or their

businesses will require

significant attention

from members

of our senior

management team,

which may

divert their

attention from

our day-to-day

The difficulties

of integration

may be

increased by

the necessity

of integrating

personnel with

disparate business

backgrounds

and

combining

corporate cultures.

We

also may

not be

able to

retain key

employees or

of an

acquired business

or

realize

cost

or

or

other

that

we

anticipated

when

selecting

our

candidates.

Acquisition

candidates may have liabilities or adverse operating issues that we fail to

discover through due diligence prior to the acquisition.

We

may

need

to record

write-downs

from future

impairments of

goodwill or

other intangible

assets, which

could reduce

our

future reported earnings.

Geopolitical conflicts,

including the

conflict between

Russia and

Ukraine and

in the

Middle East,

may

The current conflicts between Russia and Ukraine, and in the Middle East are creating substantial uncertainty about the future of

the global economy.

Countries across the globe have instituted sanctions and other penalties

against Russia. The retaliatory measures

that have been taken, and

could be taken in the future,

by the U.S., NATO,

and other countries have created

global security concerns

result in broader

European military

and political conflicts

and otherwise

have a substantial

impact on

regional and

global

economies, any or all of which could adversely affect our business.

While the broader consequences are uncertain at this time, the continuation

and/or escalation of the conflicts, along with any

expansion of the conflict to surrounding areas, create a number of risks that could

adversely impact our business, including:

•

Increased inflation and significant volatility in the macroeconomic environment;

•

Disruptions to our technology infrastructure, including through

cyberattacks, ransom attacks or cyber-intrusion;

•

•

Disruptions in global supply chains; and

•

All of these risks could materially

and adversely affect our business

and results of operations. We

are continuing to monitor the

situation in Ukraine, the Middle East and globally and assessing the potential

impact on our business.

A prolonged economic

slowdown or lengthy

or severe recession

or elsewhere could

harm

our operations.

A prolonged economic

downturn or recession

could materially

impact our results

from operations, particularly

in light

of electricity

disruptions, a

significantly weak

USD/ ZAR

previous periods,

and our

strategic

decision to focus on

our South African operations. Economic

confidence in South Africa, our

main operating environment, is

low and, as

a result, the

risk of a

prolonged economic downturn

is increased, which

could have a

negative impact on

merchants and

retailers; mobile

phone operators;

our account

holders; the level

of transactions

we process; the

take-up of

services we

offer

and

of our

to

repay our

loans or

to

pay

their insurance

premiums.

If financial

institutions

and

retailers

experience decreased demand for their products

and services, our hardware, software, related

technology sales and processing revenue

could decrease.

Any economic slowdown may be further exacerbated by the

recently imposed trade tariffs on South Africa by the

U.S. While the

South African government

intends to negotiate the

reduction of the

30% tariff hike,

it is uncertain

as to whether the

planned attempt

to negotiate will result

in the desired outcome.

It is therefore necessary to

consider the macroeconomic

effect of the tariff

hike in the

context of

African economy

which may

ultimately have

a ripple effect

on our operations

as our client

consists of,

but are

not limited

to, merchants,

retailers, mobile

phone operators

and account

holders. We

are unable

to quantify

the impact

of the

tariff

hike on our business and results of operations.

Our

ability

to fund

our ATM

network

requires that

we

to have

an

with

African Bank to provide liquidity to operate our ATM network.

The operational

maintenance

of our

ATM

network,

along with

in our

banking

client base,

necessitates

access to large amounts

of cash to stock the

ATMs

and maintain uninterrupted service

levels. 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

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

(i.e. from theft)

and are required

to repay African

Bank for any

shortages.

We

may not

be able

to extend

the terms

of the

arrangement with

African Bank

and certain

cash-in-transit service

providers to

fund our ATMs

on commercially reasonable

terms or at all. Our

ability to continue the

uninterrupted operation of our

ATM

network

will be adversely

impacted by our

failure to

renew these arrangements,

any adverse change

to the terms

of these arrangements,

or a

significant reduction in the amounts provided under these arrangements. We

may also suffer reputational damage if our service levels

are negatively impacted due to the unavailability of cash.

Our

microlending

loan

book

and

lending

book

expose

us

to

credit

risk

and

our

allowance for doubtful finance loans receivable may not be sufficient to absorb future write-offs.

All of our microfinance loans made are for a period of nine months or less and all of our merchant

lending is for a period of less

than

months.

We

have

created

an

for

finance

loans

receivable

related

to

these

books.

When

creating

the

allowance, management considered factors including the period

of the finance loan outstanding,

creditworthiness of the customers and

the past payment

history of the borrower.

We

consider this policy

as it takes into

account factors such

as historical

bad debts, current

economic trends and

changes in our customer

payment patterns. However,

additional allowances may

should the ability of our customers to make

payments when due deteriorate in the future. A

significant amount of judgment is required

to assess the ultimate recoverability of these microfinance loan receivables.

We may face competition from other

companies that offer innovative

payment technologies and payment

which

could

result

in

the

loss

of

our

and

impact

our

ability

to

successfully market additional products and services.

Our primary competitors in

the payment processing

market include other independent

processors, as well

as financial institutions,

independent

sales

new

digital

and

fintech

entrants

and,

potentially

card

networks.

Many

of

our

are

companies who

are larger

than we

are and

have greater

financial and

operational resources

than we

have. These

factors may

allow

them to offer better pricing

terms or incentives to customers, which

could result in a loss of our potential

or current customers and/or

force us to lower our prices. Either of these actions could have a significant effect

on our revenues and earnings.

Our

future

success

will

depend

in

part

on

our

ability

to

attract,

integrate,

retain

and

incentivize

key

personnel

and

a

sufficient

number

of

skilled

particularly

in

the

technical,

sales

and

senior

management areas.

We believe our management team has the right experience

and skills to execute on our strategy. However,

in order to succeed in

our product

development and

marketing efforts,

we may

need to identify

and attract new

qualified technical

and sales personne

l, as

well as motivate and retain our

existing employees. As a result, an

inability to hire and retain such

employees would adversely affect

our ability to

achieve our strategic

goals and maintain

our technological relevance.

We may face difficulty in

assimilating, transitioning

and integrating

newly-hired

personnel or

management of

any future

acquisitions into

our existing

management team,

and this

may

our business. Competitors

may attempt

to recruit

our top

management and

employees. In

order to

attract and retain

personnel in

a competitive

marketplace, we

must provide

competitive pay

packages, including

cash and equity

-based compensation

and

the

volatility

in

our

stock

price

may

from

time

to

time

affect

our

ability

to

recruit

or retain

employees.

We

do

not

any

“key

person”

life

policies.

If

we

fail

to

attract,

integrate,

retain

and

incentivize

key

personnel

and

skilled

employees, our ability to manage and grow our

business could be harmed and our product

development and marketing activities could

be negatively affected.

Cybersecurity breaches and other system disruptions pose a significant threat to business operations.

As a fintech organization reliant on digital infrastructure, we

are highly susceptible to cybersecurity incidents involving sensitive

data

such

as personally

(“PII”),

payment

card

(“PCI”),

and

proprietary

business records.

Our

exposure

the

risk

of data

breaches,

ransomware,

denial-of-service

attacks,

and

unauthorised

system

access.

Although

we

follow the National Institute

of Standards and

Technology (“NIST”) Cybersecurity Framework in our

security controls, evolving cyber

threats

mean

no

system

is

invulnerable.

A

successful

breach

could

result

in

losses,

penalties,

reputational

damage,

operational interruptions,

and legal

consequences. Prolonged

or frequent

breaches or

system disruptions

may

diminish

trust, potentially

leading

to

our

systems

unreliable,

which

could

impact

adoption

and

harm

brand reputation.

Addressing breaches

or system disruptions

can significantly

strain staff

resources and delay

new service launches.

Furthermore, if customers rely on

our products for critical transactions,

a breach could disrupt their

businesses and lead to claims

for

compensation. Even if unsuccessful, this type of claim could be time-consuming

and costly for us to address.

Although certain of our systems

have been designed to reduce

downtime in the event of

outages or catastrophic occurrences, they

remain vulnerable to damage or interruption from earthquakes, floods, fires, power loss, telecommunication

failures, terrorist attacks,

computer viruses, computer denial-of-service attacks and similar events. Some of

our systems are not fully

redundant, and our disaster

recovery planning may not be sufficient for all eventualities.

Protection against fraud is of key

importance to the purchasers and end

users of our solutions. We

incorporate security features,

including encryption

software, biometric

identification and

secure hardware,

into our solutions

to protect

against fraud in

electronic

transactions and to provide for the privacy and integrity of

cardholder data. Our solutions and systems may be vulnerable to

breaches

in security due to

defects in the security mechanisms,

the operating system, applications

or the hardware platform

as well as through

risk introduced

environment through

third party

suppliers, which

the group

relies heavily

on. Security

vulnerabilities could

jeopardize the security of

information transmitted using our solutions.

If the security of our

solutions is compromised, our

reputation

and marketplace acceptance of

our solutions may be

adversely affected, which would cause

our business to

suffer, and we may become

subject to damages claims. We

have not yet experienced any significant security breaches affecting

Despite

robust

measures,

unforeseen

cyber

incidents

or natural

disasters

could

trigger

lengthy

service

interruptions.

Existing

business interruption insurance may not adequately compensate for losses stemming

from cybersecurity failures.

Defending

our

rights

or

defending

ourselves

in

infringement

suits

that

may

be

brought against us is expensive and time-consuming and may not be successful.

Litigation to enforce our trademarks or other intellectual property rights or

to protect our trade secrets could result in substantial

costs

and

may

not

be

successful.

Any

loss

of,

or

inability

to

protect,

in

our

could

diminish

our

advantage and

also seriously

harm our

business. In

addition,

the laws

of certain

foreign

countries may

not protect

our

intellectual property rights to the same extent as do the laws in countries where we currently have protection. Our means of protecting

our intellectual property rights in countries where we currently have protection, or any other country in which we operate, may not be

adequate to

fully protect

our intellectual

property rights.

Similarly,

if third

parties claim

that we

infringe their

intellectual property

rights, we

may be

incur significant

devote substantial

the defense

of such

claims, to

discontinue

using and

selling any

infringing technology

and services,

to expend

develop non-infringing

technology or

licenses or pay royalties

for other technology.

In addition, if we

are unsuccessful in

defending any such third-party

claims, we could

suffer costly judgments and injunctions that

could materially adversely affect our business,

results of operations or financial

We

may incur

material losses

in connection

movement of

cash through

our infrastructure

in

In our merchant

business we collect

and process large

volumes of cash

from our customers,

risk of loss

moment that cash is

deposited into our vaults.

We are then responsible for its

collection and transportation to

processing centers, which

we outsource to various cash-in-transit service providers. These services extend

across all areas of South Africa.

South Africa suffers

from high levels

of crime and

in particular cash-in-transit

heists. We

cannot insure against

certain risks of

loss or theft

of cash from

our delivery and

collection vehicles, and

we will therefore

bear the full

cost of certain

uninsured losses

or

theft in connection with

the cash handling process

Such losses could materially

and adversely affect our financial

condition, cash flows

and results

We

incurred any

material losses

resulting from

cash distribution

in recent

years, but

there is

no

assurance that we will not incur any such material losses in the future.

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

which could harm our business.

We

obtain our

smart cards,

ATMs,

electronic payment

and POS

devices, components

for our

vaults, 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

from third

parties. A

supply interruption,

such as

the previous

global shortage

of

semiconductors, or

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 EasyPay Insurance business exposes us to risks typically experienced by life assurance companies.

EasyPay Insurance Limited (“EasyPay Insurance”)

is a life insurance company and exposes us to risks typically

experienced by

life assurance companies.

Some of these

risks include the

extent to which

we are able

to continue to

reinsure our risks

at acceptable

costs, reinsurer

counterparty risk,

maintaining regulatory

capital adequacy,

solvency and

liquidity requirements,

our ability

to price

our insurance

products appropriately,

the risk

that actual

claims experience

may exceed

our estimates,

to recover

policy

premiums from our customers and the

competitiveness of the South African insurance

market. If we are

unable to maintain our desired

level of reinsurance

at prices that

we consider acceptable,

we would have

to either accept an

increase in our

risk exposure or

reduce

our insurance writings. If our reinsurers are unable to meet their commitments to us in a timely manner, or at all, we may be unable to

discharge our

obligations under our

insurance contracts. As

such, we are

exposed to counterparty

risk, including credit

risk, of these

reinsurers.

Our

product

pricing

returns,

mortality,

morbidity,

persistency

and

costs

and

of

the

Using

the

wrong

to

price

our

could

and

adversely affect our financial

position, results of

operations and cash flows.

If our actual

claims experience is

higher than our

estimates,

our financial position, results of

operations and cash flows could be

adversely affected. Finally,

the South African insurance industry

is

highly

competitive.

Many

of

our

are

well-established,

represented

nationally

and

market

similar

and

we

therefore may not be able to effectively penetrate the South

African insurance market.

Risks Relating to Operating in South Africa and Other Foreign Markets

Operating in

Southern and East

Africa, both

emerging markets, subjects

us to

greater risks than

those

we would face if we operated in more developed markets.

Emerging markets such as

Southern Africa are subject

to greater risks

than more developed markets.

While we focus

on

markets

because

that

is

where

we

perceive

the

greatest

opportunities

to

market

our

and

successfully, the

political, economic and market conditions

in these markets present risks that

could make it more difficult

our business successfully.

Some of these risks include:

•

Political, legal and economic instability,

including higher rates of inflation and currency fluctuations;

•

High levels of corruption, including bribery of public officials;

•

Loss due to civil strife, acts of war or terrorism, guerrilla activities and insurrection;

•

A

lack

of

well-developed

legal

systems

which

could

make

it

difficult

for

us

to

enforce

our

and

contractual rights;

•

Logistical, utilities (including electricity and water supply) and communications

challenges;

•

Potential

adverse

changes

in

laws

and

practices,

import

and

export

license

and

restrictions, tariffs, legal structures and tax laws;

•

Difficulties in staffing and managing operations

and ensuring the safety of our employees;

•

Restrictions on the right to convert or repatriate currency or export assets;

•

Greater risk of uncollectible accounts and longer collection cycles;

•

Indigenization and empowerment programs;

•

Exposure to liability under the UK Bribery Act; and

•

Exposure to

liability under

U.S. securities

and foreign

trade laws,

including the

Foreign Corrupt

Practices Act,

or FCPA,

and regulations established by the U.S. Department of Treasury’s

Office of Foreign Assets Control, or OFAC.

If

we

do

not

achieve

Broad-Based

Black

Economic

objectives in

our

South

African businesses, we

may be subject

to fines and

we risk losing

our government and/or

private contracts.

it is

possible that

we may

to increase

the Black

shareholding of

our company

in a

manner that

could dilute

your ownership

and/or change

the companies

from which

we purchase

goods or

procure services (to companies with a better BEE Status Level).

The legislative framework for the promotion of Broad-Based Black Economic Empowerment (“BEE”) in South Africa has been

established through

the Broad-Based

Black Economic

Act, No.

53 of

2003, as

amended from

time to

time, and

the

Amended

BEE

Codes

of

Good

Practice,

2013,

or

BEE

Codes,

and

any

sector-specific

codes

of

good

practice,

or

Sector

Codes,

published pursuant

thereto. Sector

Codes are

fully binding

between and

among businesses

operating in

a sector

for which

a Sector

Code has been

published. Achievement

of BEE objectives

is measured by

a scorecard which

establishes a weighting

for the various

elements. Scorecards

are independently

reviewed by

accredited BEE

verification agencies

which issue

a verification

certificate that

presents an

entity’s

BEE Status

Level. This

BEE verification

process must

be conducted

on an

annual basis,

and the

resultant BEE

verification certificate is only valid for a

period of 12 months from

the date of issue. Under

our consolidated scorecard, which includes

all South African businesses, we currently hold a BEE Status Level 2.

Two

of our

businesses, being

EasyPay Financial

Services (Pty)

Ltd (“EP

FS”) and

EasyPay Insurance

are

subject

to

the

Amended

Sector

Code,

or

the

FS

Sector

Code,

and

all

other

are

under

the

Department

of Trade

and Industry

(DTI)

Generic

Codes. The

FS Sector

Code have

been amended

and aligned

new BEE

Codes and

were promulgated

in December

2017. Licensing

and/or regulatory

authorities overseeing

these South African

may set minimum adherence

requirements to BEE

standards as a

condition for an

operating license to

trade. The minimum

requirement

under the Financial Sector

Code is Level 8. We

currently have a BEE

Status Level 5 for

EP FS and BEE Status

Level 4 for EasyPay

Insurance.

The BEE scorecard includes

a component relating to management

control, which serves to determine

the participation of Black

people in the board, as

well as at various

levels of management within a

measured entity (including, inter alia,

Executive Management,

Senior Management,

Middle Management

and Junior

Management). The

BEE Codes

and/or Sector

Codes define

the terms

"Senior

Management", "Middle

Management" and

"Junior Management"

as those occupational

categories as determined

in accordance

with

the

Employment

Equity

Regulations,

with

emphasis

on

improving

participation

in

proportion

to

the

demographics

of

the

Economically

Active

Population

of

South

Africa,

as published

by

Statistics South

Africa,

from

time

to

time.

Employment

Equity

legislation seeks to

drive the alignment

of the workforce

with the racial

composition of the

economically active population

of South

Africa

and

accelerate

the

achievement

of

employment

equity

targets,

introducing

monetary

fines

for

non-compliance

with

the

Employment Equity legislation and misrepresented submissions. Annexure EEA9 to the Employment

Equity Regulations sets out the

various occupational levels which are determined in accordance with the relevant grading systems applied by the measured entity and

referred to in said Annexure.

During fiscal 2025, we made cash contributions to 36 community-based organizations and enterprises to enable them to

promote

growth

and strengthen

their capacity

to develop

innovative platforms

or provide

services to

the markets

they

serve. We

were also

involved in disaster relief efforts for 275 families who were affected by disasters such as

floods, cyclones and fires. We also advanced

digital transformation in over 80 high schools by donating over 3,800 mobile devices. On November 14,

2024, our shareholders voted

on and approved the funding and issuance of 2,490,000 shares

of our common stock to the Lesaka ESOP

Trust. The Lesaka Employee

Share Ownership

Plan (“ESOP”)

is designed

to create

alignment with

our long-term

growth objectives.

The Lesaka

is

also expected to advance our transformation initiatives and plays an important

role in improving our BEE Status Level.

However, it

is possible that these

and other actions

may not be sufficient

to enable us to

achieve the applicable

BEE objectives

set out for specific financial years. In that event, in order to maintain competitiveness in the South African marketplace, we may have

to seek to

increase compliance through other means,

including by selling or

placing additional shares

of Lesaka or

of our South African

subsidiaries to Black

South Africans (either directly

or indirectly), over

and above what has already

been approved, and/or

changing

to suppliers that

have higher BEE Status

Levels. Such sales

or placements of

shares could have a

dilutive impact on

your ownership

interest, which could cause the market price of our stock to decline.

We expect

that our BEE Status Level

will be important in order

for us to remain

competitive in the South

African marketplace.

We continually seek

ways to improve our BEE Status Level, especially the ownership (so-called “equity”) and procurement elements

thereof.

We

may not be

able to effectively

and efficiently

manage the disruption

to our operations

of

erratic electricity supply in

South Africa, which could

adversely affect our, financial position, cash flows

and

future growth.

Our businesses in

South Africa are

dependent on electricity

generated and supplied

by the state-owned

utility,

Eskom, in order

to operate, and,

in recent years, Eskom

has been unable to

consistently generate and

supply the amount of

electricity required by

the

South

African

economy

which

has

resulted

in

and

often

unpredictable

supply

disruptions.

Eskom

has

of short-

and

plans

to

correct

these

issues, but

supply

disruptions

continued

to occur

regularly and with no predictability, although consistency of electricity supply has improved significantly since April 2024. As part of

our

business continuity

programs, we

have

installed back-up

diesel generators

for

us to

our

core data

in

the

event

of

intermittent

disruptions

to

our

supply.

We

have

to

perform

regular

and

maintenance of these

generators and also

source and manage

diesel fuel levels.

We

may also be

required to replace

these generators

on a more frequent basis due to the additional burden placed on them.

Our results of operations, financial position, cash flows

and future growth could be adversely affected if Eskom is

unable to raise

sufficient funding to operate

and/or commission new electricity-generating

power stations in accordance with its

plans, or at all, or if

we are unable to effectively and efficiently test, maintain,

source fuel for, and replace, our generators.

Fluctuations in

the value

of the

rand have

had, and

will continue

to have,

a significant

impact

on

our

results

of

which

may

make

it

difficult

to

our

performance between reporting periods and may also adversely affect our stock price.

The South

African rand,

or ZAR,

is the

primary operating

currency for

operations while

our financial

results are

reported in U.S. dollars. Therefore, any depreciation in

the ZAR against the U.S. dollar, would negatively impact

our reported revenue

and net

income. The

U.S. dollar/ZAR

has historically

been volatile

and we

expect this

volatility to

continue (refer

to

Item

7—“Management’s

Discussion

and

Analysis

of

Condition

and

Results

of

Operations—Currency

Rate

Information.”).

Due

to

the

fluctuation

in

the

value

of

the

ZAR

and

its

impact

on

our

results,

you

may

find

it

difficult to

compare our results

of operations between

financial reporting periods

even though we

provide supplemental information

about our

operations determined

on a

ZAR basis.

Similarly,

depreciation in

the ZAR

may negatively

impact the

prices at

which our stock trades.

We generally do not engage in any currency hedging

transactions intended to reduce the

effect of fluctuations in foreign currency

exchange rates on our results of

operations, other than economic hedging

using forward contracts relating to

our inventory purchases

which are settled in U.S.

dollars or euros. We

cannot guarantee that we will

enter into hedging transactions

in the future or,

if we do,

that these transactions will successfully protect us against currency fluctuations.

South Africa’s

high levels of

poverty, unemployment

and crime may

increase our costs

and impair our

ability to maintain a qualified workforce.

While South Africa has a highly developed financial and legal infrastructure, it also has high levels of crime and unemployment,

relative to peer

countries in Africa

and other emerging

economies, and there

are significant differences

in the level

of economic and

social development among its people,

with large parts of the population,

particularly in rural areas, having limited

access to adequate

education, healthcare, housing and other

basic services, including water

and electricity. In addition, South Africa has

a high prevalence

of

HIV/AIDS

and

tuberculosis,

the

impact

of

which

may

be

exacerbated

in

the

by

the

discontinuation

of

the

U.S.

government’s funding of certain HIV/AIDS

research and outreach programs.

Government policies

aimed at

alleviating and

redressing the

disadvantages suffered

by the majority

of citizens

under previous

governments may

increase our

reduce our

profitability,

all of

which could

negatively affect

These problems

may prompt

emigration of

skilled workers,

hinder investment

into South

Africa and

impede economic

growth. As

a result,

we may

have difficulties attracting and retaining qualified employees

.

The

economy

of

South

Africa

is

exposed

to

high

rates

of

inflation,

and

tax,

which

could

our

costs

and

thereby

reduce

our

profitability.

Furthermore,

the

South

African

government requires additional

income to fund

future government

expenditures and may

be required,

among

other things, to

increase existing income

tax rates, including

the corporate income tax

rate, amend existing

tax legislation or introduce additional taxes.

The economy of

South Africa in the

past has been, and

in the future may

continue to be, characterized

by rates of inflation

and

interest that

are substantially

higher than

those prevailing

in the United

States and

other highly-developed

economies. High

rates of

inflation could increase our South African-based costs and decrease our operating margins. High interest rates increase the cost of our

debt financing, though conversely, they also

increase the amount

of income we

earn on any

cash balances. The

South African corporate

income tax rate, of 27%, is higher than the

U.S. federal income tax rate, of 21%. Any increase

in the effective South African corporate

income tax rate would adversely impact our profitability and cash flow generation.

Risks Relating to Government Regulation

We

are required to

certain laws

and regulations, including

economic and trade

sanctions,

which could adversely impact our future growth.

We

are

subject

to U.S.

and

other

trade

controls,

economic sanctions

and

similar

those in

the

jurisdictions

where

we

operate.

Our

failure

to

comply

with

these

laws

and

could

subject

us

to

civil,

criminal

and

administrative

penalties

and

harm

our

reputation.

These

place

restrictions

on

our

trade

practices,

partners

and

decisions.

In particular,

our operations

are subject

to U.S.

and

foreign

trade

control laws

and

including various export controls and economic sanctions programs, such as those administered by OFAC. We monitor compliance in

the 10

principles as

set out

in the

United Nations

Global Compact

Principles, the

Organisation

for Economic

Co-

operation and

Development recommendations

relating to

corruption, and

the International

Labor Organization

Protocol in

terms of

certain of the items to be

monitored. As a result of doing business

in foreign countries and with foreign

partners, we are exposed to a

heightened risk of violating trade control laws as well as sanctions regulations.

Violations

of

trade

control

sanctions

are

punishable

by civil

penalties,

fines,

denial

of export

privileges,

injunctions,

asset seizures,

debarment

from

government

and revocations

or restrictions

of licenses,

as

well

as

criminal fines and imprisonment.

We have

developed policies and procedures as

part of a company-wide compliance

program that is

designed to

assist our compliance

with applicable

U.S. and international

trade control laws

and regulations,

including trade controls

and sanctions programs administered

by OFAC,

and provide regular training

to our employees to create awareness

about the risks of

violations of trade

control laws and

sanctions regulations and

to ensure compliance

with these laws

and regulations.

However, there

can be no assurance that all of our employees, consultants,

partners, agents or other associated persons will not act in violation

of our

policies and these laws and regulations, or that our policies and

procedures will effectively prevent us from violating these regulations

in every transaction

in which we

may engage, or

provide a defense

to any alleged

violation. In particular,

we may be

held liable for

the actions that our

local, strategic or joint venture

partners take inside or outside

of the United States, even

though our partners may

not be

these laws.

Such a

violation, even

if our

policies prohibit

it, could

materially and

our reputation,

results

of

and

Any

expansion

into

developing

countries,

and

our

of

new

partnerships and joint venture relationships, could increase the risk

of OFAC violations in the

future.

our payment

processing and

activities are

extensive regulation.

Compliance with

the

requirements under the various

regulatory regimes may cause

us to incur significant

additional costs and failure

to comply with such

requirements could result in the shutdown of

the non-complying facility, the imposition of liens, fines and/or civil or

criminal liability.

We

are

to

comply

with

anti-corruption

laws

and

the

FCPA

and

UK

Bribery Act, in the

jurisdictions in which we

operate our business, which could

adversely impact our future

growth.

The FCPA prohibits

us from providing anything of value to foreign

officials for the purposes of obtaining or retaining business,

or

securing

any

improper

advantage,

and

us

to

keep

books

and

records

that

accurately

and

fairly

reflect

our

transactions.

As part

of

our

we

may

deal

with

state-owned

enterprises,

the

of

which

are

foreign

officials

for

the FCPA.

The UK

Bribery

Act includes

provisions

that extend

beyond bribery

of foreign

public

officials and also apply to

transactions with individuals not employed

by a government and

the act is also

more onerous than the FCPA

in a number of other respects, including

jurisdiction, non-exemption of facilitation

payments and penalties. Some of the international

locations in which we operate or have investments lack a developed

legal system and have higher than normal levels of corruption.

Any

failure

by

us

to

adopt

and

ensure

that

our

agents

and

partners

the anti-corruption

regulations could

subject us

to substantial

penalties, and

the requirement

that we

comply

with these laws could

put us at a

competitive disadvantage against

companies that are not

required to comply.

For example, in many

markets,

there

may be

levels

of official

corruption,

and

thus, bribery

of public

officials

may

be

a comm

only

accepted cost

of doing

business. Our

refusal to

engage in

illegal behavior,

such as

paying bribes,

may result

in us not

being able

to

obtain business that we

might otherwise have been able

to secure or possibly

even result in unlawful,

selective or arbitrary action being

taken against us.

Violations of anti-corruption laws and regulations are punishable by civil penalties, including fines, as well as criminal fines and

imprisonment. We

have developed policies

and procedures as part

of a company-wide

compliance program that

is designed to assist

our compliance with applicable U.S.,

South African and other international

anti-corruption laws and regulations,

and provide regular

training to our

employees to comply

with these laws

and regulations. However,

there can be

no assurance that

all of our

consultants, partners, agents or other associated persons will not take actions in violation of our policies or

these laws and regulations,

or that our

policies and procedures

will effectively prevent

us from violating

these regulations in every

transaction in which

we may

engage, or

provide a defense

to any alleged

violation. In

particular,

we may be

held liable for

the actions

that our

local, strategic

or

joint venture

partners take inside

or outside

of the United

States, even though

our partners may

not be subject

to these

laws. Such a

violation,

even

if

our

prohibit

it,

could

and

affect

our

reputation,

results

of

and

financial condition.

We

do not

have a South

African banking license

and, therefore, we

provide our EPE

solution through

an arrangement with

a third-party bank,

which limits our

control over this

business and the

economic benefit

we derive from it.

If this arrangement were

to terminate, we would

not be able to operate

our EPE business

without alternate means

of access to

a banking license.

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

and

card-acquiring

businesses if we fail

to comply with payment

scheme rules, and/or fail

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

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

South

African

Intelligence

Centre Act,

and money

laundering and

terrorist financing

control

when

we

open new

bank accounts

for our

customers and

when they

transact.

Failure to

effectively

and monitor

responses

to the

legislation and regulations may result in significant fines or prosecution of

African Bank and ourselves.

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 (“FSP”) license

on June 9, 2015, and

EP FS 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 (“COFI”)

Bill will

overhaul the

current regulatory

and legislative

framework by replacing

the rules-based approach

with an

outcomes-driven and principles-based

model, and the

adoption of

an activity-

based licensing regime. It will establish a uniform legislative framework to regulate the conduct of all financial institutions across the

sector.

While the

framework will

make significant

changes, including

the conversion

of existing

licences through

transitional

and

new

requiring

licensing,

it

is

likely

to

operational

costs

to

meet

expectations. The final draft

of the COFI

Bill is expected to

be tabled before Parliament

late 2025 or

early 2026 for approval.

contingencies are in place to

ensure smooth transition should the

COFI Bill face further

delays which will include formal

consultations

and the phased introduction of the new legislative framework.

We

to comply

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 card acquiring services

to our customers

by partnering with

Nedbank Limited and

ABSA Bank Limited,

and payment

processing services

in partnership

largest banks

Africa. If

these agreements

were to

be terminated,

Adumo would

not be able to operate

its payment services unless it

were able to obtain

alternative card acquiring or

payment processing agreements

with other partners

or obtain a

direct designation license

with the schemes

and regulatory bodies.

In addition, if

we were to

lose our

Payment Association of South Africa (“PASA

”) registrations or fail to have them renewed, it would be

unable to operate its payment

Compliance with the requirements under these various regulatory regimes may

cause us to incur significant additional costs and

failure to

such requirements

could result

in the

shutdown of

the non-complying

facility,

the imposition

of liens,

fines

and/or civil or criminal liability.

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 likely

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.

3, 2025,

African Reserve

Bank (“SARB”)

published

certain draft

regulatory documents

for commentary

that

are

to have

a substantial

impact

on how

we conduct

our

business namely:

(i)

a draft

directive

“Directive

in

respect

of specific

payment

activities within

the

national

payment

system”

(the “Directive”);

(ii) a

draft

exemption

notice

“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

Bill (“NPS

Bill”), which

seeks to

replace the

existing National

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

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

regime. In

this regard,

the Directive

defines

thirteen

“payment

activities”

and

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

conditions. Certain

of our

businesses,

including EasyPay Everywhere,

Adumo and Kazang Pay,

currently undertake activities which

would qualify as “payment

activities”

Directive and

the NPS Bill.

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

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

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.

We

may

be

subject

to

privacy,

data

use

and/or

security,

which

could

affect our business.

We are

subject to regulations in

a number of the countries

in which we operate

relating to the processing

(which includes,

inter

alia

, the collection, use, retention, security and transfer) of

personal information about the people (whether natural or juristic)

who use

our products

and services.

The interpretation

and application

of user

data protection

laws are

in a

state of

flux. These

laws may

be

interpreted

and

applied

inconsistently

from

country

to

country

and

our

current

data

protection

and

practices

may

not

be

consistent with those interpretations and applications. Complying

with these varying requirements could cause us to incur

substantial

costs or

require us

to change

practices in

a manner

adverse to

Any failure,

or perceived

failure, by

us to

comply with any regulatory requirements or international

privacy or consumer protection-related laws and regulations could

proceedings

or

actions

against

us

by

governmental

or

others,

subject

us

to

penalties

and

negative

publicity.

In

addition, as

noted above,

we are

the possibility

of security

breaches, which

themselves may

a violation

laws.

Amendments to

the NCA

were signed into

law in

in August 2019.

Compliance with

these

amendments may adversely impact our micro-lending operations in South Africa.

In August 2019, the National Credit Amendment Bill, or debt-relief bill, was signed into law in South Africa.

The effective date

of the debt-relief

bill has not

yet been announced

and has been

significantly delayed.

We

believe that the

debt-relief bill will

restrict

the ability of financial services providers to provide lending

products to certain low-income earners and will increase the

cost of credit

to

these

consumers.

As a

result,

with

-relief

bill

may

impact

our

micro-lending

in

South

Africa. Furthermore, we expect that it will take us, and other credit providers, some time to fully understand, interpret and

this new legislation

in our lending processes

and practices. Non-compliance

with the provisions of

this new legislation may

financial loss and penalties, reputational loss or other administrative punishment.

Risks Relating to our Common Stock

Our stock price has periodically experienced significant volatility. During the 2025 fiscal

year, our stock price ranged from a low

of $3.39 to a high of $5.60. We

expect that the trading price of our common stock may

continue to be volatile as a result of a number

of factors, including, but not limited to the following:

•

Any adverse developments in litigation or regulatory actions in which we are

involved;

•

Fluctuations in currency exchange rates, particularly the U.S. dollar/ZAR exchange

rate;

•

Announcement

of

BEE

transactions,

especially

one

involving

the

or

of

equity

securities or dilution or sale of our existing business in South Africa;

•

Quarterly variations in our operating results;

•

Significant fair value adjustments or impairment in respect of investments

or intangible assets;

•

Announcements of acquisitions or disposals;

•

The timing of, or delays in the commencement, implementation or completion

of major projects;

•

Large purchases or sales of our common stock; and

•

General conditions in the markets in which we operate.

Additionally,

our common

stock can

be expected

to be

volatility resulting

from purely

market forces

over

which we have no control.

The put

right we granted

to the IFC

Investors on the

occurrence of certain

triggering events may

have

adverse impacts on us.

In May 2016, we issued an aggregate of 9,984,311 shares of our common stock to the IFC Investors. Certain IFC Investors were

also investors in Adumo and on October 1, 2024, we issued an aggregate of 1,989,162 additional shares of our common stock to these

IFC Investors pursuant to the

Adumo transaction agreement. As of

June 30, 2025, the

IFC Investors held 9,356,028

shares. We granted

the IFC Investors certain rights, including the

right to require us to

repurchase any share held by the

IFC Investors pursuant to the May

2016 and

October 2024

transactions upon

the occurrence

of specified

triggering events,

as a

“put right.”

The put

share will

be the

higher of

the price

paid to

us by

the IFC

Investors and

the volume-weighted

per

share prevailing for the 60 trading days preceding the triggering event, except

that with respect to a put right triggered by rejection of

a bona

fide offer,

the put

share will

be the

highest price

offered

by the

offeror.

If a

put triggering

event occurs,

it could

adversely impact

our liquidity

and capital

resources. In

addition, the

existence of

the put

right could

also affect

whether or

on what

terms a

third

party

might

in the

future

offer

our

company.

Our response

to any

such offer

could also

be complicated,

delayed or otherwise influenced

by the existence of the put right.

Approximately

31%

of

our

common

stock

is

owned by

two shareholders.

The

interests of

these shareholders may conflict with those of our other shareholders.

There is a concentration

of ownership of our

outstanding common stock because

approximately 31% of our

outstanding common stock

is owned by two shareholders. Based

on their most recent SEC filings

disclosing ownership of our shares, Value Capital Partners (Pty)

Ltd, or VCP, and IFC Investors, beneficially own approximately 19% and 12% of our outstanding common stock as of June 30, 2025,

The interests of

VCP and the

IFC Investors may

be different

from or conflict

with the interests

of our other

shareholders. As a

result of

the significant

combined ownership

by VCP

and the

IFC Investors,

they may

be able,

if they

act together,

to significantly

influence the

voting outcome

of all

matters requiring

shareholder approval.

This concentration

of ownership

may have

the effect

of

delaying or preventing

a change of control of

our company,

thus depriving shareholders

of a premium for

their shares, or facilitating

a change of control that other shareholders may oppose.

We may seek to raise

additional financing by

issuing new securities

with terms or

rights superior to

those

of shares of our common stock, which could adversely affect the market price of such shares.

We

may require

additional financing

to fund future

operations, including

expansion in

current and new

markets, programming

development and acquisition,

capital costs and

the costs of any

necessary implementation of

technological innovations or

alternative

technologies, or to fund acquisitions. We may also wish to raise additional equity funding to

reduce the amount of debt funding on our

balance sheet. Because of the exposure to market risks associated

with economies in emerging markets, we may not

be able to obtain

financing on favorable terms or at all.

If we raise additional funds by

issuing equity securities, the percentage ownership of our

current

shareholders will be reduced, and the holders of the new equity securities may have rights superior to those of the holders of shares of

common stock,

which could

price and

voting power

of common

stock. If

we raise

funds by issuing debt securities, the holders of these debt securities would similarly have some rights senior

to those of the holders of

shares of common stock, and the terms of these debt securities could impose restrictions on operations and

create a significant interest

expense for us.

Issuances

of significant

amounts of

stock in

the future

could potentially

dilute

your equity

and adversely affect the price of our common stock.

We

it is necessary

to maintain

a sufficient

available authorized

shares of our

to

provide

us

with

the flexibility

to

issue shares

for

purposes

that

may

arise

from time

to

time.

For example,

we

could

sell

additional shares to raise

capital to fund our

operations, to reduce debt

or to acquire other

businesses, issue shares in

a BEE transaction,

issue additional shares under our stock incentive plan or declare a stock dividend. Our board may authorize

the issuance of additional

shares of common stock without notice to, or further

action by, our shareholders, unless shareholder approval is required by law or the

rules of the NASDAQ Stock

Market. The issuance of additional

shares could dilute the equity

ownership of our current shareholders

and any such additional shares would likely be freely tradable, which could

adversely affect the trading price of our common

stock.

We

have

in

our

control

which, if

not

timely

remediated,

may

affect

the

accuracy

and

reliability

of

our

statements,

and

our

reputation, business and stock price, as well as lead to a loss of investor confidence in us.

As described

under Item

9A—“Controls and

Procedures.”, we

our disclosure

controls and

procedures were

not

as of

that we

had, as

of such

date, material

weaknesses in

our internal

related to:

●

Our

lending

risk

and

to

changes

in

systems

and

over

and

from

service

and

design

and

of

general

(“ITGCs”),

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

of

to

the

centralized

payroll

over

from

service

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

related

to

risk

and

design

and

implementation of controls resulting in ineffective process level

●

combination process,

specifically insufficient

risk assessment

and ineffective

design and

implementation of

purchase price

allocation of

information resulting in ineffective process level controls including a lack of validation of the completeness and accuracy

of

information used;

●

Our

revenue

recognition

process

to

prepaid

airtime

sold

and

fees

to

certain

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

of the journal entry

population and a lack of

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

design, implementation

and operating

effectiveness of

controls for

processes in

the scope

of our

internal control over financial reporting evaluation.

A material weakness is a deficiency,

or a combination of deficiencies, in internal control over financial reporting such that there

is

a

that

a

of

our

annual

or

interim

would

not

be

prevented or detected on a timely basis. The material weaknesses identified in Item 9A—“Controls and Procedures.”, did not result in

any

adjustments or

restatements of

our audited

and unaudited

or disclosures

for any

prior period

previously reported by us.

We

intend to remediate

these material weaknesses.

While we believe

the steps we

take to remediate

these material weaknesses

will improve

of our

and will

remediate the

identified deficiencies,

if our

remediation

efforts

are

to

address the

weakness

or

we identify

weaknesses in

our

control over financial reporting in the future, our ability

to analyze, record and report financial information

accurately, to prepare

our

financial statements within

the time periods

specified by the rules

and forms of the

SEC and to otherwise

comply with our

under

the federal

laws may

be

affected.

The occurrence

of,

or failure

to

remediate,

these material

weaknesses and any future material weaknesses in our internal control over financial reporting may adversely affect

the accuracy and

reliability of our financial

statements and have other

consequences that could

materially and adversely affect

our business, including

an

adverse

impact

on

the

market

price

of

our

common

stock,

actions

or

investigations

by

the

SEC

or

other

authorities, shareholder lawsuits, a loss of investor confidence and

damage to our reputation.

Failure to maintain effective internal control over financial

reporting in accordance with Section 404

of

the Sarbanes-Oxley Act, especially

over companies that we may

acquire, could have a material

adverse effect

on our business and stock price.

Under

Section

of

Sarbanes,

we

are

to

furnish

a

certification

and

auditor

attestation

the

effectiveness of our

financial reporting. We

are required to

report, among other things,

control deficiencies that

constitute

a

“material

weakness”

or

changes

in internal

control

that materially

affect,

or are

likely to

affect,

internal control over financial reporting.

A “material

weakness” is

a deficiency,

or a

combination of

deficiencies, in

reporting such

that

there is a reasonable possibility that

a material misstatement of annual or

interim financial statements will not be

prevented

or detected

on a timely basis.

The

requirement

to

and

report

on

our

also

applies

to

that

we

acquire.

Some

of

these

companies,

such as

Adumo

and

may

not be

to comply

with

Sarbanes prior

to the

time we

acquire

them.

The

integration of these acquired companies

into our internal control over financial reporting

could require significant time and resources

from our management

and other personnel and

may increase our compliance

costs. If we fail

to successfully integrate

of these acquired companies into our internal control over financial reporting, our internal control over financial reporting may not be

effective.

While

we

to

dedicate

and

time

to

that

we

have

over

reporting, failure to

achieve and maintain

an effective internal

control environment could

have a material

adverse effect on

the market’s

perception of our business and our stock price.

The

restatement

of

our

prior

quarterly

may

affect

shareholder

and

investor

confidence in us or harm our reputation, and may subject us to

additional risks and uncertainties, including

costs

and

the

of

legal

proceedings

and

inquiries,

sanctions

or

investigations.

We

misstatements

in

the

filings

of

our

Quarterly

Report

on

Form

10-Q

for

the

quarters

ended

September 30, 2024, December 31, 2024 and March 31, 2025 (“Original Filings”) and withdrew reliance on these Original

Filings on

September 10,

We

filed amended

quarterly reports

on September

29, 2025

which include

restatement(s),

the section

titled “Restatement” in

Note 1 to

the unaudited condensed

consolidated financial statements

in each of

the amended filings

on Form

10-Q/A for the quarters ended September 30, 2024, December 31, 2024 and March 31, 2025, for additional information regarding the

restatement(s).

also

in

our

control

over

to

the

evaluation of information that was known or knowable at the time of the transaction or event included

in the Original Filings, refer to

Item 9A—“Controls and Procedures.”

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

regulatory authorities.

Any of

the foregoing

may adversely

affect

our reputation,

the accuracy

and timing

of our

or

our

results

of

liquidity

and

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.

You

may experience some difficulties in effecting

service of legal process, enforcing U.S and/or foreign

or

bringing

actions

based

upon

U.S.

laws,

federal

laws

or

other

foreign laws, against us or certain of our directors and officers and experts.

While Lesaka is incorporated

in the state of

Florida, United States, substantially

all of the company’s

assets are located outside

States. For

this reason,

the majority

of Lesaka’s

directors and

all its

officers reside

outside of

States and

the

majority of our experts, including our independent registered public accountants,

are based in South Africa.

As a

result, even

though you

could effect

service of

legal process

upon Lesaka,

as a

Florida corporation,

in the

United States,

you may not be able

to collect any judgment obtained

against Lesaka in the United

States, including any judgment based

on the civil

liability provisions of U.S. federal securities laws, because substantially all of

our assets are located outside the United States.

Any legal processes initiating action in the United States against Lesaka's

directors, officers, and experts who are located outside

of the United States, will need to be served on them in that country, in accordance with the procedures prescribed by the relevant U.S.

court. South

Africa is

not a

party to

any treaties

regarding the

enforcement of

foreign commercial

judgments. In

order to

be able

to

enforce a foreign judgment,

it is required for the

South African courts to first

"recognize" the U.S. judgment

– in the absence of

this,

the

foreign

judgment

has no

automatic

extra

territorial

effect.

The foreign

judgment

constitutes a

"cause

of

action" which

may

be

recognized and enforced by South African courts. In order to

achieve this, legal proceedings must be commenced in the

courts.

is a party

to the New

York

Convention on

the Recognition

and Enforcement

of Foreign

Arbitral Awards,

and its

Arbitration

Act

of

that

foreign

arbitral

awards

must

be

recognised

and

enforced

in

South

Africa.

However, application

must still be made

to the South African

High Court in order

for the award to

be recognised and

enforceable in

Additional,

practical,

considerations

to

the enforcement

of foreign

and arbitration

awards in

South

Africa

include the following:

●

If a foreign judgment is enforced by a South African court,

the approval of the SARB (or an Authorised Dealer of

SARB) is

(i) before

a

defendant

resident

in

South

Africa

may

pay

money

to

a

non-resident

plaintiff;

and

(ii) to

settle

the

judgement in a currency other than South African Rand; and

●

A plaintiff who is not resident

in South Africa may be required

to provide security for costs

when initiating court proceedings

in South Africa (including for the enforcement of foreign judgments and

awards).