LESAKA TECHNOLOGIES INC

ITEM 1.

BUSINESS

Overview

Lesaka provides financial technology solutions to underserviced consumers,

merchants and enterprises, improving the way they

manage their daily

financial activities and

increasing financial inclusion

in the markets

in which we

operate. In plain

terms,

we help

our customers

pay, receive,

borrow,

insure and

grow

: we enable

them to make

and accept payments,

receive income

such as wages

and welfare grants, access credit, protect their families

and assets through insurance, and grow their businesses

and financial lives. We

deliver these capabilities

through three business

divisions: Merchant, which

provides payment acceptance,

software, cash

lending and alternative digital product

solutions to merchants across our two

channels; Community and Corporate. Consumer,

which

provides banking,

insurance solutions

to consumers,

principally recipients

of social welfare

grants in

South Africa; and

Enterprise, which provides payment processing, prepaid solutions and

bill payment infrastructure connecting enterprises to consumers

We

bring these

customer communities

together within

a single

ecosystem by

enabling them

to engage

and transact

with each

other.

For example,

an enterprise

biller connected

to our proprietary

biller network

can collect payment

from a

consumer who

pays

their bill at a

nearby merchant using

cash withdrawn with

a debit card linked

to a transactional account

we provide to that

to receive

their welfare

grant or

wages with

the merchant,

in turn,

digitizing the

cash received

through one

of our

cloud-connected

cash

vaults.

Each

participant

in

this

chain

is

a

Lesaka

customer,

and

each

interaction

deepens

our

data

insight

and

our

opportunity. As of June 30, 2026,

we served approximately 132,000

active merchants and approximately

2.1 million active

consumers,

and our Enterprise division connected a network of more than 650 billers and over

50 corporate clients across South Africa.

To build and maintain

our ecosystem, we have approximately 3,900 employees operating on the

ground in five countries: South

Africa (our primary

market), Namibia, Botswana,

Zambia and Kenya

2026. Lesaka was created

in 2022, and we

have

since

organic

growth

with

the

Connect

Group

(April

2022),

Adumo

(October

2024),

Recharger

(March 2025), and the

proposed acquisition of Bank

Zero (agreement signed June

2025, and closing subject

to achievement of relevant

condition

precedents) to assemble an integrated fintech platform, unified

under a single Lesaka brand in fiscal 2026. For a discussion

of specific developments during

fiscal 2026, see Item 7

“Management’s Discussion

and Analysis of Financial Condition

and Results

of Operations–Developments during Fiscal 2026”.

We

serve

a

large

and

structurally

underpenetrated

market.

Cash

remains

the

dominant

payment

instrument

across

much

of

Southern

Africa,

and a

material portion

of consumers

and small

businesses remain

outside, or

only partially

served by,

the formal

system.

Across

our

footprint

and

adjacent

markets

accessible

through

partnerships,

we

serve

a

market

of

approximately 250 million people with an estimated serviceable addressable market of approximately ZAR 416 billion in net revenue

by 2030

as of

of this

Annual Report.

This estimate

is derived

from management

analysis using

a range

of external

sources

including but not limited to: Population Reference

Bureau, IMF Database, Global Findex Report - 2025, Global

Data Analytics – SA

Card and

Payments Opportunities

and Risks

to 2028;

BDO –

Unlocking potential

Fintech in

Africa; June

2024, Boston

Consulting Group – Reimagining the Future of Finance; May 2023, combined with internal data, assumptions and management’s best

Our Go-

To

-Market Model

Our go-to-market model describes how we serve and grow customer relationships in practice. It has five

elements:

Wide breadth of solutions

– Our solutions span the five things we

help customers do – pay, receive, borrow, insure and grow

– and we

win a customer

relationship with a

single critical financial

service at a

relatively stable customer

acquisition cost,

expanding

the

from

there.

For

example,

a

will

often

first

adopt

our

supplier-enabled

payments product

to pay

for inventory

digitally,

and subsequently

add our

cash vaults,

or a

merchant cash

advance as their business grows. Similarly,

a consumer typically joins us by opening

a transactional account to receive their

monthly

social

grant

and

may

over

time

take

up

a

loan

or

a

funeral

policy.

This

increases customer

lifetime value

with little

incremental

acquisition cost.

As of

2026, approximately

51% of

our

active consumers and approximately 46% of our active merchants used

two or more of our products;

Differentiated reach

– Rather than relying

on online-only sales

or expensive branch networks,

we deploy on-the-ground sales

teams

by

cost-efficient

branches

and

service

centers

in

the

rural

and

peri-urban

areas

where

our

customers live and

transact, including close

to the locations where

grant payments are

disbursed. Our merchant

channel is built on the same principle, acquiring merchants through direct, face-to-face

sales with rapid conversion cycles;

Digital engagement

– After the

initial in-person

sale, we steer

customers to digital

channels to serve

them more efficiently

and deepen their use of our solutions.

For consumers, this includes our banking

app and unstructured supplementary service

data (“USSD”) channels that

work in real time on

any mobile phone, including

basic feature phones without

internet access

– while merchants manage their deposits, settlements and supplier

payments through our digital merchant account;

Proprietary access to

data

– Our solutions

give us unique visibility

into the transaction

flows of consumers

and merchants,

which we believe

is rare

in our

markets, particularly among

the underserviced. We put

this data

to work directly:

our consumer

lending is underwritten

using our view of the

money flowing in and

out of a consumer’s

account, and our merchant

lending

is underwritten using our visibility into a merchant’s

daily card and cash turnover; and

A unified brand

– In November 2025, we relaunched our businesses under a single Lesaka brand, and during fiscal 2026 we

our

brand

identity,

a

consistent

articulation

across

all

three

–

of

what

we

enable

our

customers to do:

pay, receive, borrow, insure and grow. We believe a unified

brand and a

consistent expression of our

build

trust,

support

awareness

and

across

divisions

and

facilitate

the

roll-out

and

of

new

solutions.

Our Business Segments

We operate and

report through three business segments: Merchant, Consumer

and Enterprise.

1. Merchant

Our Merchant Market

We manage

our Merchant operations through two distinct channels:

Community:

serves local, high-growth businesses ranging from kiosks and spaza shops (corner stores) to taverns, marketplaces

and the sole proprietors

and suppliers that serve

them acquired through direct,

face-to-face sales with rapid

conversion cycles. These

operate in

a largely

cash-based environment,

and we

believe they

will increasingly

adopt digital

payment solutions

and

complementary services as the secular shift from cash to digital payments

progresses.

Corporate:

serves

larger,

more

formal

businesses

from

small

local

retailers

to

multi-lane

stores,

franchises

and

large-scale

organizations that require customized, multi-product

solutions sold through a strategic, longer-term sales process.

As of June 30, 2026, we served approximately 132,000 active merchants.

Merchant Solutions

Our merchant solutions

serve merchants of

all sizes,

helping them accept

payments, manage and

digitize cash, run

their operations

and access working capital. Our merchant solutions and products comprise:

•

Merchant Acquiring:

card acceptance and payment processing solutions for merchants;

•

Software:

point-of-sale

(“POS”)

and

hardware,

principally

serving

the

restaurant

Unity, our cloud-based POS offering, which

enables easier integration of

our software and

acquiring propositions into a

single

bundle;

•

Cash Management:

instant

cash digitalization

solutions in a

merchant’s

store through cloud-connected

cash vaults, paired

with digital accounts through which merchants can track deposits and pay

suppliers;

•

access to working capital through merchant cash advances

and business credit, underwritten using our proprietary

visibility into merchants’ transaction activity; and

•

Alternative Digital Products

(“ADP”):

prepaid solutions (airtime,

data, electricity and

gaming), bill payments,

and supplier-

enabled payments, which allow community merchants to

digitize payments to their suppliers at

competitive pricing and serve

as an entry point into the broader Lesaka merchant ecosystem.

We are dependent on a limited number of software and hardware suppliers. Refer to “Item 1A. Risk Factors” included herein for

more information.

The proposed acquisition of Bank Zero, which is subject

to conditions precedent described herein, primarily deepens, rather than

widens, our merchant proposition. Our merchant product suite does

not change; instead, we expect the banking license will enable us

to enhance

it in

ways previously

unavailable to

us as

a non-bank

including same-day

settlement for

acquiring, integrated

bank

savings

and

remittance

strengthening

the

competitiveness

and

completeness

of

our

to

existing and prospective merchants.

Merchant Competitive Landscape

We

estimate an addressable

revenue pool of

approximately ZAR 130

billion as of

the date of

this Annual Report,

of which we

believe we have approximately 3% market

share. This estimate is

derived from management analysis using a

range of external sources

including but not limited to: Population Reference

Bureau, IMF Database, Global Findex Report - 2025, Global

Data Analytics – SA

Card and

Payments Opportunities

and Risks

to 2028;

BDO –

Unlocking potential

Fintech in

Africa; June

2024, Boston

Consulting Group

– Reimagining

the Future

of Finance;

May 2023),

peer company

public quarterly

results combined

with internal

data,

and

best

We

differentiate

ourselves

by

being

a

customer-led,

rather

than

product-led,

provider.

The

industry

remains

highly

fragmented,

with

most

one

or

two

while

we

provide

an

integrated suite of solutions; we believe no single competitor offers the range

of solutions we provide. We accordingly face a different

competitive universe

in each product

area: traditional South

African banks are

the principal competitors

in core merchant

acquiring,

while software, cash management and alternative digital products are

contested by a fragmented set of

specialist vendors ranging from

traditional banks, digital lenders, payment service providers and fintechs

.

2. Consumer

Consumer Market

Consumer focuses on

individuals who have historically

been excluded from, or

underserviced by,

traditional financial services.

our

are

designed

for

at

the

lower

socioeconomic

end

of

the

market,

the

infrastructure

and

product

offering allow for a frictionless move upstream to a wider market of

There

are

12.0

million

permanent

grant

in

South

Africa,

and

8.0

million

people

receive a Social Relief of Distress (“SRD”) grant each month, according to the South African Social Security Agency (“SASSA”). As

of June 30, 2026, we had approximately 2.1 million active consumers of which approximately 89%

are permanent grant beneficiaries

and approximately 174,000 active

payouts cardholders. We believe that for

consumers receiving welfare grants

from the South

African

government, no

other provider

offers a

transactional account,

insurance product

within one

ecosystem. Our

proposition

includes a distinctive “last mile” distribution model: we take our services to rural and peri-urban communities across the country,

and

through

digitally

enabled

onboarding

by

Bonngwe,

our

engine.

Our

consultants can open an account and issue a physical card at the point of application

in under five minutes.

The acquisition

of Bank

Zero, which

to conditions

described herein,

is expected

to materially

widen

the

market

we

can

address.

Our

traditional

addressable

market

comprises

the

million

grant

described above. Bank Zero’s

digital banking platform and license

enable us to increase this addressable

market to approximately 24

million people, through

the unlock of a

further approximately 12

million salaried individuals,

a segment positioned

above our grant-

beneficiary base on the income pyramid and for which Bank Zero’s low-cost, digital

-first banking proposition is well suited. This is a

targeted expansion, based on the product offering

we intend to launch for this segment. Our existing consumer product

suite does not

change as a result; rather, the banking license

and Bank Zero’s deposit-taking capabilities allow us to extend

our transactional, lending

and insurance offerings to this broader population over time.

Consumer Solutions

Our consumer solutions provide banking,

credit and insurance capabilities

that anchor our relationship

with a consumer and

grow

with their needs over time. Our consumer product offering

includes:

•

Transactional accounts:

our low-cost transactional account, accessible via card, mobile application, web and USSD. USSD

is an

important channel

for consumers

with limited

or no

data connectivity.

Consumers use

a linked

debit card

and mobile

app to

withdraw cash,

make purchases

and pay

bills, forming

the anchor

from which

we cross-sell

•

short-term, unsecured

personal loans

consumers, underwritten

using our

visibility of

of

their accounts. For many of our consumers, we provide their first access to regulated

credit;

•

Insurance:

funeral

that

help

our

protect

their

families

and

assets,

cross-sold

through

our

network

and

Bonngwe

engine.

During

fiscal

we

also

launched

a

funeral

for

grant

beneficiaries outside the Lesaka consumer base; and

•

Payouts:

secure payout solutions for

corporate employees who receive

employment-related payments from their

employers

through us.

We do not have a South African

banking license and, therefore, we provide our banking offering through

an arrangement with a

third-party bank. Through the acquisition of Bank Zero,

however, we expect to move our sponsorship arrangement from

African Bank

to Bank Zero. Refer to “Item 1A. Risk Factors” included herein for more information.

Consumer Competitive Landscape

The

market

we

address

today

is

focused

on

South

African

grant

and

other

payout

cardholders.

We

estimate an addressable

revenue pool of

approximately ZAR 43

billion as of the

date of this Annual

Report, of which we

believe we

have approximately 5% market share. This estimate is derived from management analysis using a range of

external sources including

but not limited to: South African National Treasury Database 2025/2026, SASSA Statistical Database, peer company public quarterly

results combined

with internal

data, assumptions

and management’s

best estimates.

We

face a

different

set of

competitors in

each

product

area:

banks

are

the

principal

for

transactional

the

lending

market

is

dominated

by

micro-finance

companies and the insurance market by insurance companies.

3. Enterprise

Enterprise Market

Enterprise serves clients with

large ecosystems of billpayers,

tenants, employees or constituents, providing

targeted solutions that

facilitate payments

between consumers

Our network

comprises more

than 650

billers and

over 50

corporate clients

across South Africa as of June

30, 2026, with deep integrations across

municipal councils, utility providers, banks and mobile network

operators who leverage our technology to create readily scalable solutions.

Enterprise Solutions

Our Enterprise product offering is focused across three core verticals:

•

ADP:

enabling

across

South

Africa

to

prepaid

(such

as

airtime,

or

gaming)

and

pay

bills

through

channels

such

as

retailer

networks

and

digital

banking

apps.

Following the acquisition of MobileMart Proprietary

Limited (“MobileMart”) in February 2026, we have direct

integrations

into the four

primary mobile network

operators in South

Africa, providing access

to preferential

rates and supplier

availability.

Our ADP

also includes

4All, a

multi-store-of-value

voucher developed

by internal

teams, which

is redeemable

at

more than 40 partners;

•

Utilities:

a prepaid electricity submetering platform that

enables tenants to purchase and

top up prepaid electricity meters

and

allows landlords to manage

tenant electricity usage without postpaid

risk. This is a low-churn,

annuity-style revenue model,

serving approximately 382,000 active meters as of June 30, 2026, and;

•

Payments:

the

group’s

payment

technology,

our

payment

switch,

which

enables

us

to

insource

of

the payments

value

chain,

create

and

reduce

dependencies,

with

ancillary

security and tokenization services offered to enterprise clients.

Enterprise also increasingly acts as the group’s central procurement engine for prepaid products: the bulk of merchant electricity

volumes

are

now

processed

via

the

enterprise

segment,

reducing

reliance

on

providers,

and

we

expect

to

migrate

the

r

emaining ADP volumes offered in merchant to the enterprise segment.

The

of

Bank

Zero,

which

is

subject

to

herein,

is

to

extend

Enterprise’s

addressable product set into alliance banking

which provides banking capabilities and

infrastructure to third-party partners, a

vertical

that

was previously

unavailable

to

us

without

a

banking

license. Alliance

banking

leverages

Bank

digital

banking

platform and our enterprise integration capabilities and is consistent with the division’s

capital-light operating model.

Enterprise Competitive Landscape

We

estimate an

addressable revenue

pool of

approximately ZAR

12 billion

as of

of this

Annual Report,

of which

we

believe we have approximately 9% market

share. This estimate is

derived from management analysis using a

range of external sources

including but not

limited to: Electrum –

The State of Value

-Added Services in South

Africa; 2024, South African

National Treasury

Database

2025/2026,

peer

company

public

quarterly

results

with

data,

and

best

estimates. As in Merchant and Consumer, we face competitors within each core

product; at the ADP product offering, our competitors

are

typically

Value

-Added

Services

(“VAS”)

aggregators

and

payment

infrastructure

whereas

within

Lesaka

Proprietary Limited, formerly

known as Recharger

Proprietary Limited (“Utilities”),

our competitors are

the prepaid electricity

vendors

who are

a fragmented

collection of

private companies.

we believe

no single

competitor participates

across the

suite of products offered by our Enterprise Division.

Intellectual Property

We rely on a combination of trademark and copyright laws

and trade secret protections in South

Africa, as well as confidentiality

procedures and contractual provisions, to protect the intellectual property

rights in our products and services.

In South Africa, we have registered intellectual property

rights in respect of our trading

name (“Lesaka”, and derivatives thereof)

and certain product

names and devices

(logos). In Setswana

and Sesotho (both

common languages spoken

in certain African

countries),

the word “Lesaka”

means “kraal”, which

is an enclosure

or pen typically

used for livestock.

Given the general

meaning of the

term,

other businesses use the word in their names and trademarks as well. We may thus have difficulty protecting

our use of the word. The

same applies to our decision to use the image of a foot and foot print as our

logo.

Being a technology-driven

company, our

employees develop intellectual

property used in the

conduct of our business.

We

also

contract

with

service

and

consultants

to

assist

in

the

of

property.

Where

relevant,

the

contract concluded with the

relevant employee / service provider

/ consultant includes provisions for

the assignment of ownership

of

the intellectual property so created to us, as well as other contractual protections

in relation to such intellectual property.

The industries

we compete

rely on

the use

of technology,

and an

enhanced /

improved technology

offering can

be a

competitive advantage. There is no assurance that our intellectual

property rights will not be challenged, invalidated, or circumvented;

that others will not assert intellectual property

rights to technologies that are relevant to

us; or that our rights will

give us a competitive

advantage. In

addition, the

laws of

certain countries

may not

protect our

proprietary rights

to the

same extent

as the

laws of

South

Africa.

For additional

regarding some

of the

risks relating

to our

intellectual property

see Item

1A—“Risk

Factors —

Risks Relating to Our Business—

Defending our intellectual property

rights or defending ourselves in infringement

suits that may be

brought against us is expensive and time-consuming

and may not be successful

”.

Human Capital Resources

Our strong leadership

helps enable us

to take on

transformational projects, including our

focus on building

One Lesaka, consistent

with our core values. Shifting our culture to enable our growth ambitions are a key

focus area for us.

Our core values:

Integrity

— Go barefoot on the straight and narrow

Collective Wisdom

— We dance better

Entrepreneurial Spirit

— Blaze new trails

Ownership

— Call for the ball

Bias to Action

— Walk slow,

run fast

Resilience

— Put one foot in front of the other

Empathy

— Walk in someone else’s

shoes

Customer First

— Stand for your customer

Efficiency

— Every step counts

Meritocracy

— Recognize results, not roles

These are our values that underpin our mission to make financial inclusion

a reality for all who have been underserviced.

Employee training and skills development

Investing

in skills

is key

for us

to ensure

that we

grow

the best

talent.

Our employee

training and

programs ensure that we have the required available skills and helps us to unlock talent. Offering development and career progression

is a key aspect

of our employee value

proposition. We

offer the following

development programs to

enhance employee performance

and skills:

•

training programs;

•

formal training programs for people with disabilities;

•

leadership development programs;

•

unemployed and employed learnerships;

•

internships;

•

financial assistance to pursue further studies and obtain formal qualifications;

•

other in-house and cross-functional training to aid with career advancement;

and

•

succession planning – training interventions to address scarce and critical skills.

Equal opportunity

Our equal

opportunity approach has

not changed, providing

a conducive

work environment

where talent

from any background

can thrive is important to

us. Having an inclusive and

diverse workforce which reflects our economically

active population and society

in general,

is crucial for

helping the organization

attract and retain

talent and is

important for long

-term organizational

success. Our

human capital team in

partnership with our leaders

drive recruiting and retaining

a talented and diverse workforce

with special focus

on hiring previously disadvantaged groups whenever possible. We are committed to hiring qualified candidates without regard to

their

personal status,

while taking

the unique

circumstances affecting

Africa and

the need

to uplift

previously disadvantaged groups. This commitment extends to all levels of our

organization, including within senior management and

our board of directors.

As of June 30, 2026, the composition of our workforce was:

•

54% female and 46% male;

•

39.8% between 18 and 34 years old, 54.6% between 35 and 54 years old,

and 5.6% over 55 years old; and

•

67% Black, 10% two or more races, 10% Indian and 13% White.

We

to strive

to build

a more

inclusive workforce

and to

enhance our

pay structures

by taking

measures to

eliminate

potential remuneration discrimination

and to help close gender pay gaps

to progress towards gender equality

at work. We

have taken

positive strides towards a rewards philosophy that rewards high performance

and focuses on equal pay for work of equal value.

Employee compensation programs

We

are committed

to

ensuring

that

all

our

are

paid

fair

and

remuneration. To

that

end,

we

offer the

following to our employees:

•

Access to a comprehensive medical, dental, and vision plan that our employees

have the option to join;

•

Access to a defined contribution retirement plan that our employees have

the option to join;

•

Participation in our Lesaka Employee Share Ownership Plan for qualifying

employees;

•

Paid sick, study, annual

and family responsibility leave;

•

Maternity and paternity benefits;

•

Life and disability insurance coverage;

•

Financial aid to fund tertiary education for children of employees;

•

Employee assistance programs; and

•

Product discounts.

Annual

increases

and

are

based

on

merit,

which

is

to

at

onboarding

and

documented as part of our annual remuneration review process.

Our number

of employees

on a

segmental

and

group

basis as

of the

2026,

2024,

is

presented in the table below:

Number of employees

(1)

1,514

1,542

1,333

(1)

1,883

1,957

1,059

(1)

Total segments

3,676

3,712

2,522

Group

(1)

Total

3,861

3,728

2,531

(1)

Fiscal

one

officer

in

and

four

in

Group.

Fiscal

five

executive officers in Group. Fiscal 2024 includes one executive officer in each of Consumer and Merchant and two executive officers

in Group.

On a

functional basis,

as of

2026, 5

of our

employees were

our named

executive officers,

13 senior

managers, 1,544

were

in

sales

and

marketing,

were

in

finance

and

administration,

were

in

technology and development and 1,176 were employed in operations.

Health and safety laws and regulations

We

are

subject

to various

South

African

that regulate

the health

and

safety of

our

South African-based

workforce, including

those laws monitored

by the

Department of

Employment and

Labour which

stipulates the

legal

framework within

which we

need to

function. This

framework comprises

the Compensation

for Occupational

Injuries and

Diseases

Act, No. 130 of 1993;

the Occupational Health and

Safety Act, No. 85

of 1993; the Basic

Conditions of Employment

Act, No. 75 of

1997; the Labour Relations

Act, No. 66 of 1995;

the National Minimum Wage

Act, No. 9 of 2018;

the Employment Equity Act,

No.

55 of

1998; the Unemployment

Insurance Act,

63 of

2001 and the

Unemployment Insurance

Contributions Act,

No. 4 of

2002; and

the Broad-Based

Black Economic

Empowerment Act,

No. 53

of 2003.

We

have implemented

and regularly

update human

capital-

related policies that are designed to ensure compliance with applicable

South African laws and regulations.

Our Executive Officers

The table below presents our executive officers, their

ages and their titles:

Name

Age

Title

Executive Chairman and Director

Group Chief Financial Officer and Director

Naeem E. Kola

Group Chief Operating Officer and Director

Chief Executive Officer: Southern Africa and Director

Steven Heilbron

Head of Corporate Development and Director

has been our Executive

Chairman since February 1,

2024. He is a fintech

investor and entrepreneur.

He is the

co-founder

and

chairman

of Teya,

a pan-European

fintech. He

is also

a non-executive

director

on the

several companies

including Thunes (Singapore based

private fintech), Kushki (Latin

American payments company) and

is the president

of The European

Digital Payments Industry Alliance

(EDPIA). He was previously

on the board of

several other leading payments

companies globally

StoneCo

(Nasdaq:

STNE)

in

Brazil

and

Network

International

Plc

(LSE:NETW)

in

the

Middle

East.

He

was

formerly a Partner at Actis, a London-based emerging market private equity firm, where

he led multiple landmark fintech investments

globally. Prior to his career at Actis, Mr.

Mazanderani advised private equity and corporate clients for OC&C Strategy Consultants in

London

and

served

as

lead

strategy

consultant

for

First

Bank

based

in

Johannesburg.

He

holds

postgraduate

degrees

in

Economics from

the University of

Pretoria, Oxford University

and the London

School of Economics,

an MBA from

INSEAD and a

Masters in Business Law from the University of St Gallen.

has been our Group Chief Financial Officer since October 1, 2024. He has held various roles in the financial services

sectors

in

South

Africa

and

the

United

Kingdom.

Mr.

Smith

is

a

director

of

ADvTECH

Limited

(JSE:

ADH).

He

founded

DLS

Advisors in

2020 and

was its

CEO until

joining VCP

in 2021,

where he

was employed

until September

2024. Prior

to that,

he was

employed by Standard

Bank South Africa

for a number

of years where

he accumulated vast

corporate finance

experience, including

heading the

Mergers &

Acquisitions investment

banking team.

He holds

a Bachelor

of Commerce,

a Bachelor

of Accounting

and a

Higher Diploma in Taxation

Law from the University of

Witwatersrand and

is a Chartered Accountant (SA).

He is a Graduate of the

Oxford Fintech

Programme from

the Saïd

School, University

of

Oxford. He

also

has

an

Advanced

Techniques certification from

the Gordon Institute

of Business Science

and a Diploma

in Strategic Client

Management from

the UCT

Graduate School of Business.

Naeem E. Kola

has been our

Group Chief Operating

Officer since October 1,

2024, and was

previously our Group

Chief Financial

Officer from March 1, 2022 until September 30, 2024. Mr. Kola has progressively held senior finance roles in Dubai, most notably

as

Chief Financial Officer of the Emerging

Markets Payments Group (“EMP”), a high-growth

fintech business that grew materially and

successfully concluded and integrated

five acquisitions during

Mr. Kola’s six-year tenure as Chief

Financial Officer. Prior to becoming

Chief Financial Officer, Mr. Kola

was Senior Vice President

for Investments, Strategy

and Business Planning

at Network International.

Since the acquisition

of EMP by

Network International in

2017, Mr.

Kola had been an

Operations Director and

Strategic Advisor to

the emerging market private equity firm

Actis, where he again focused on fintech businesses.

He is a qualified Chartered Accountant

(SA) and a member of the South African Institute of Chartered Accountants.

has been our Chief

Executive Officer: Southern Africa since

May 1, 2021.

Mr. Mali is a financial

services executive

with over 25 years

in the industry.

Until April 2021, he

was the Head of

Group Card and Payments

at Standard Bank

Group, having

served in many different roles

within that organization since 2001. Mr. Mali chaired

the board of directors

of Diners Club South

Africa

until April 2021, and

was a member of the

Central and Eastern Europe,

Middle East and Africa Business

Council for Visa.

Mr. Mali

holds

Bachelor

of

Arts

(BA)

and

Bachelor

of

Laws

(LLB)

degrees

from

Rhodes

University,

an

MBA

from

Henley

College,

various

diplomas

and

attended

an

Advanced

Program

at

Harvard

School.

In

2026,

Mr.

Mali

was

awarded an honorary

degree in Human

Services from Urban

College of Boston,

a certificate of

recognition from the

City of Boston

for his global contributions to philanthropy, youth development and community empowerment,

as well as the 2026 Legacy Award, an

official citation from the Massachusetts Senate.

Steven

Heilbron

joined

us

the

of Connect

in

Mr.

Heilbron

has two

decades

of

experience,

having

spent

years

working

for

Investec

in

South

Africa

and

the

UK,

where

he

served

as

Global

Head

of

Private

Banking and Joint Chief Executive Officer of Investec Bank plc. He led a private consortium that acquired Lesaka Cash Management

formerly Cash

Connect

Solutions

Limited, in

Mr.

Heilbron has

presided over

organic

growth

in the

rebranded

Connect

Group,

as

well

as

spearheading

the

successful

and

of

Kazang and EFTpos acquired from

the Paycorp Group in February

2020. He is a member of

the South African Institute of

Chartered

Accountants.

Financial Information about Geographical Areas and Operating

Segments

Refer

to

Note

to

our

audited

in

this

Annual

Report,

which

contains

detailed

financial information about our

operating segments for fiscal 202

6, 2025

and 2024. Revenues based on

the geographic location from

which the sale

originated and geographic

location where

long-lived assets are

held for

June 30, are

presented in

the

Revenue

(1)

Long lived assets

$'000

$'000

$'000

$'000

$'000

$'000

679,021

624,846

537,594

403,085

392,098

286,700

India (MobiKwik)

76,297

Rest of the world

42,533

34,855

26,628

8,609

3,055

2,548

Total

721,554

659,701

564,222

411,694

395,153

365,545

(1)

Refer to

Note 16

to our

in this

Annual Report

which contains

detailed

financial information about our revenue for fiscal 2026, 2025 and 2024.

Government Regulation

We

are

subject

to

a

wide

range

of

laws,

and

legal

globally,

those

that

may

apply

to

the

services offered

by our

businesses, and

those that

apply more

generally to

companies operating

in each

jurisdiction in

which

we

are

and/or

operate,

related

to

(among

others)

privacy,

data

storage

and

protection,

advertising, employment relations. These requirements are continually evolving, and they can be unclear and vary

significantly across

jurisdictions.

We

monitor

developments

in

the

in

which

we

operate

and

and

controls designed

to support

applicable legal

and regulatory

requirements. A

the products

and services

offered

by

our

businesses

are

subject

to

regulation

by

certain

authorities

/

bodies,

and

require

us

to

have

appropriate licences, approvals, registrations, authorizations or

regulatory approvals.

Our South African operations are subject to the oversight of several regulatory

authorities, including the following:

The Prudential Authority, which is housed within the South African Reserve Bank, is responsible for supervising

the soundness,

governance, risk management and capital

adequacy of financial institutions. Our insurance

business, Lesaka Life Limited,

is a licensed

life insurer

and subject

to prudential

supervision

and oversight

by the

Prudential Authority.

The Prudential

Authority exercises

its

functions under the

Financial Sector Regulation

Act, 2017 and

applicable sector laws.

The Act establishes

South Africa's "Twin Peaks"

regulatory framework

and creates

the Prudential

Authority and

the Financial

Sector Conduct

Authority (discussed

below). The

Act

grants the Prudential Authority extensive supervisory,

inspection, enforcement and information-gathering powers.

Lesaka Life

Limited is

also subject

to regulation

Insurance Act,

2017 and

Long-term Insurance

Act, 1998

(together

with the applicable subordinated legislation). The Insurance Act is the primary prudential statute governing

licensed insurers. For life

insurers such

as Lesaka

Life Limited,

the Act

regulates: licensing

and ongoing

authorization requirements;

requirements regarding

capital adequacy,

solvency and

financial soundness;

governance, risk

management and

frameworks; fit

and proper

requirements for directors,

key persons and significant

owners; regulatory reporting

and disclosure obligations; and

prudential standards issued by the Prudential Authority.

Remaining

operative

provisions

of

the

Long-term

Act

are

aimed

at

conduct

of

policyholder

protection.

Together

Policyholder Protection

Rules, the

Act regulates

matters such

as: policy

terms and

contractual requirements;

fair

treatment

of

policyholders;

premium

collection,

claims

handling

and

settlement

processes;

on

commissions

and

intermediary remuneration; and certain conduct-related requirements.

The National Payment System Department is a department within the South

African Reserve Bank responsible for the regulation

of South Africa's National

Payment System. A

few of our group

companies participate in

the National Payment

System, either as

an

authorized system operator

(an SO) or a

registered third-party payments

provider (a TPPP).

These entities are

subject to compliance

with the National Payment System Act, 1998 (together with

the applicable directives published thereunder). TPPPs (which are subject

to regulation in

terms of Directive 1

of 2007) are required

to ensure that payments

to third persons

are processed in

regulatory framework

and that

proceeds of

payment instructions

are handled

in a

secure and

controlled manner.

SOs

(which are subject

to regulation in terms

of Directive 2 of

2007. are required

to ensure the reliable,

secure and efficient

operation of

payment infrastructure that supports payment clearing and settlement activities. Both TPPPs and SOs are subject to

ongoing oversight

by the

National Payment

System Department

and must

directives relating

to, among

other matters,

conduct within

the

National Payment

System, operational

resilience, cyber-risk

management, reporting

obligations and

any conditions

attached to

their

registration or authorization.

The

Payment

System

Department

is

currently

reviewing

and

modernising

the

to

payment system participants (which includes TPPPs and SOs) and

have issued drafts of the proposed new

directive, which is expected

to introduce a more comprehensive authorization and oversight framework for payment service providers. The proposed

reforms have

not

yet

been

finalised.

group

to

comply

with

the

while

monitoring developments in the proposed reforms.

Governance of the national payments system is

also undergoing a significant transformation as part of

the South African Reserve

Bank’s ongoing work to strengthen

the regulatory, supervisory, oversight and operational architecture needed

to support safe,

efficient,

transparent and

resilient payments in

With effect

from September

2, 2026, the

Reserve Bank withdrew

its recognition

of the

Association

of

South

Africa as

the payment

system

management body

and

introduced transitional

to

system

operator

authorizations

and

payment

provider

registrations.

Existing

arrangements, rules, agreements and authorizations remain in force unless

otherwise determined by the South African Reserve Bank.

Furthermore, certain entities are authorized financial services providers (“FSPs”) under the Financial Advisory and Intermediary

Services Act, 2002. The Act regulates the rendering of

financial advice and intermediary services to clients and establishes

licensing,

fit-and-proper,

conduct and supervisory

requirements for

providers and their

representatives. Authorized

FSPs are

subject to ongoing supervision and enforcement by the Financial Sector Conduct Authority (under the

purview of the Financial Sector

Regulation Act, 2017). Authorized FSPs are required to conduct their business honestly,

fairly, with due skill, care and diligence, and

in the interests of their customers while maintaining compliance with applicable

conduct standards and regulatory requirements.

Our consumer lending business, operated by Lesaka Financial Services Proprietary Limited, is a registered credit provider under

the National Credit

Act, 2005,

which serves to

regulate the

provision of

credit, protect

consumers, promote

responsible lending

and

prevent over-indebtedness.

The Act requires registered

credit providers to conduct

affordability assessments before

extending credit,

prohibits reckless

unfair credit

practices, regulates

credit marketing

and disclosures,

limits or prescribes

maximum fees

and interest charges, and grants

consumers extensive rights relating

to information, privacy and fair

treatment. The Act also provides

mechanisms

for

debt

review

and

debt

reorganisation

where

become

over-indebted,

and

establishes

the

Credit

Regulator and National Consumer Tribunal to

supervise compliance and enforce the legislation.

Further,

both

the

life

insurer

and

the

are

also

subject

to

with

(Protection of Funds)

Act, 2001, which

seeks to

regulate the integrity, safety, and

proper administration of

client funds held

by financial

institutions. The Act imposes duties on financial institutions

and relevant persons concerning the custody,

investment, administration

and protection of money and other property entrusted to them.

The Financial

Centre Act,

2001 establishes

South

Africa's anti-money

counter-terrorist

financing and

counter-proliferation

and

imposes

a

range

of

on

as

accountable

institutions.

A

the group

entities also

qualify as

accountable institutions.

The Act

requires accountable

institutions to

implement a

risk-

based compliance framework; conduct customer due diligence and beneficial ownership verification; screen against targeted financial

sanctions; monitor and report

prescribed transactions and suspicious

activities; maintain appropriate records

and training; and establish

and

oversight

of

with

the

of

the

Act.

The

Centre is

South

Africa’s

intelligence

unit,

mandated

to

assist

in

identifying

the

of

crime,

and

in

combating

money

terrorist financing

and the

financing of

proliferation of

weapons of

mass destruction

supervision of

the

Act.

As a customer-focused business operating in the consumer

domain, we are also subject to

(i) the Consumer Protection Act, 2008,

which regulates the supply of goods and services to consumers; and (ii) the Protection of Personal Information Act, 2013 which seeks

to protect

personal information

relating to

identifiable natural

and juristic persons,

where applicable

and regulate

how organisations

collect, use, store, share and delete, destroy or de-identify that information.

Outside of South Africa

In Botswana, the key legislation is the Electronic Payment

Services Regulations, 2019 and the Financial Intelligence

Act, 2022.

In this regard, Lesaka Payment

Services Botswana Proprietary Limited

holds an electronic payments

services (EPS) provider licence

issued by the Bank of Botswana and qualifies as an accountable institution under the Financial Intelligence Act, 2022. The Electronic

Payment

Services

Regulations

require

licensees

to

structures,

controls, risk

frameworks, technological infrastructure, capital adequacy and liquidity

arrangements. They also impose requirements relating to the

safeguarding

of

funds;

of

payment

transactions;

record

retention;

outsourcing

arrangements;

and

reporting. The

Financial Intelligence

Act, together

relevant regulations

/ guidelines,

regulates the

measures to

be taken

to

prevent

and/or

identify

money

terrorist

and

proliferation

financing.

In

Botswana,

the

Agency, is mandated to request, receive and disseminate information to investigatory,

supervisory and other competent authorities, as

well as comparable bodies, to support the prevention, detection,

investigation and prosecution of financial offences, including

money

laundering, terrorist financing and

the financing of proliferation of weapons

of mass destruction, and to

assist supervisory authorities

in carrying out their functions under the Act.

We are also subject to (i) the Consumer Protection Act, 2018, which regulates the provision of goods and services to consumers;

and (ii) Data Protection Act, 2024 which seeks to protect individuals’ personal data and regulate how organisations collect, use, store,

d

isclose and destroy that data.

In Namibia,

the key

regulation

is the

Payment

System Management

Act, 2023

(together with

determinations

/

notices published thereunder). In this

regard, two of our entities, Lesaka

Online Namibia (Proprietary) Limited

and Lesaka Merchant

Namibia (Proprietary)

Limited, are licensed

payment service providers,

subject to regulation

by the Bank

of Namibia.

The Act regulates the licensing and ongoing supervision of

payment service providers, the authorization of payment system operators,

safeguarding and trust-account arrangements

where applicable, operational and

technical requirements, consumer

protection, reporting

and the Bank of Namibia’s

inspection and enforcement powers.

In Kenya, privacy

law is primarily governed

by the Data Protection

Act No. 24 of 2019,

which applies to all

public and private

organisations.

In the course of conducting our business in Kenya, we are obliged to comply with the

provisions of the Act in relation

to the collection, processing, storage and transfer of all personal data.

The above focusses on

those jurisdictions in

which we have separately

incorporated entities.

In jurisdictions where

we operate

but do not have incorporated

entities, we comply with all

applicable legal and regulatory

requirements that apply to the

services offered by our businesses.

For more information on the

risks relating to our regulatory environment,

see the section titled Item 1A—“Risk

Factors—Risks

Relating to Government Regulation.”

Corporate history

Lesaka was incorporated

in Florida in

May 1997 as

Net 1

UEPS Technologies, Inc. and

changed its name

to Lesaka Technologies,

Inc. on May 12, 2022. In 2004, Lesaka acquired Net1 Applied Technology

Holdings Limited (“Aplitec”), a public company listed on

Stock Exchange

(“JSE”). In

2005, Lesaka

completed an

initial public

and listed

on the

NASDAQ Stock

Market. In

2008, Lesaka

listed on

the JSE

in a

secondary listing,

which enabled

the former

Aplitec shareholders

(as well

as South

African residents generally) to hold Lesaka common stock directly.

Available information

We

maintain a website

at www.lesaka.tech.

Our Annual Report,

Quarterly Reports on

Form 10-Q, Current

Reports on Form 8-

K, and amendments to those reports, as well as our proxy statements, are available free of charge through the “SEC filings” portion of

our website, as soon as reasonably practicable after they are filed

with the SEC. The information contained on, or accessible through,

our website is not incorporated into this Annual Report.

The SEC

maintains a

website at

www.sec.gov

that contains

reports, proxy

and information

statements, and

other information

r

egarding issuers that file electronically with the SEC.

ITEM 1A. RISK FACTORS