LESAKA TECHNOLOGIES INC

Evaluation of disclosure controls

and procedures

supervision and

participation of

our management,

including our

Executive Chairman

and our

Group Chief

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

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

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

Group Chief

Financial Officer

our disclosure

controls and

procedures were

not effective

due to

the material weaknesses in internal control over financial reporting as described

below.

Internal Control over Financial Reporting

Internal control over financial reporting

is a process designed

by, or under the supervision of, our

Executive Chairman and Group

Chief

Officer,

or

persons

similar

functions,

and

effected

by

our

board

of

directors,

and

other

personnel, to provide

reasonable assurance regarding

the reliability of

financial reporting and

the preparation of

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

Internal control over financial reporting includes

those policies and procedures that

(1) pertain to the

maintenance of records that,

in reasonable detail, accurately and fairly

reflect the transactions and dispositions of

our assets; (2) provide reasonable

assurance that

transactions are recorded as

necessary to permit preparation of

financial statements in accordance

with U.S. GAAP,

and that receipts

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

reasonable assurance regarding prevention

or timely detection of unauthorized

acquisition, use or disposition

of our assets that could

have a material effect on our audited consolidated financial statements.

Inherent Limitations in Internal Control

over Financial Reporting

Internal control over financial reporting cannot provide absolute assurance of achieving

financial reporting objectives because of

its inherent

limitations.

Internal

control

over

is a

process that

involves

human

diligence

and

and

is

subject

to

lapses

in

judgment and

breakdowns

from human

failures.

Internal

also

can

be

circumvented by collusion or improper

management override. Because of such

limitations, there is a risk that

material misstatements

may not

be prevented

on a

timely basis

by internal

financial reporting.

these inherent

limitations

are known features of the financial reporting

process. Therefore, it is possible to design safeguards into

the process to reduce, though

not eliminate, this risk.

Report on Internal Control Over Financial Reporting

Management,

our

Executive

Chairman

and

our

Group

Chief

Officer,

is

for

establishing

and

maintaining

adequate

control

over

our

reporting.

conducted

an

of

the

of

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

(2013) issued by the

Committee

of Sponsoring

Organizations

of the

Treadway

(COSO). Based

on this

and as

below,

management concluded that our internal control over financial reporting was not

effective as of June 30, 2026.

A material

weakness is

a deficiency,

or a

deficiencies, in

reporting, such

that a

possibility

exists that

a

of

our

annual

or

interim

would

not

be

or

detected on a timely basis.

As of June 30, 2026, we identified material weaknesses related to:

●

Our

and

Group

payroll

risk

and

to

changes

in

or

of

systems

and

over

information and information from service

organizations, and insufficient design and implementation

of ITGCs, controls over

service organizations and process level controls, resulting in ineffective process level controls,

including a lack of validation

of the completeness and accuracy of information used within the processes;

●

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

controls including

insufficient controls

over information

resulting in

ineffective process

level controls

including a

lack of

validation of the

completeness of the

journal entry population

and inadequate validation

of the completeness

and accuracy

●

The failure of our Utilities, Lesaka Hospitality,

Lesaka Merchant Technologies

and Lesaka Payments businesses to comply

with

our

Sarbanes

program,

risk

and

to

systems

and

processes, insufficient controls over internal information

and information from service organizations, and

insufficient design

a

nd 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

●

An insufficient number of experienced and trained resources to execute

on their internal control responsibilities resulting in

risk

design,

and

of

process

level

for

in the scope of our internal control over financial reporting evaluation.

Of the

material weaknesses

described above,

the material

weaknesses related

to the

journal entry

process and

the insufficient

number

of experienced

and

trained

to execute

on their

control responsibilities

in

prior

period

misstatements

related

to

the

understatement

of

cost

and

for

and

the

correction

of

tax asset

in deferred

income

taxes

due

to correction

of

as described

in

Note

to

the

consolidated financial statements.

Additionally, of the material weaknesses described above,

the material weakness related

to an insufficient number

of experienced

and trained resources to

execute on their internal

control responsibilities also resulted

in corrected prior period

misstatements related

to the understatement of cost

of goods sold, IT processing,

servicing and support due to

incorrect claim of indirect taxes

and correction

of number of shares

and amounts used for common

stock and treasury shares and

amounts for additional paid-in

capital as described

in Note 1 to the

consolidated financial statements. The

material weakness also resulted

in a corrected immaterial

misstatement in the

current period related to revenue.

All

other

did

not

result

in

any

or

immaterial

misstatements;

however,

a

possibility exists

that material

misstatements in

our consolidated

may not

be prevented

on a

timely

basis.

Lesaka’s independent registered public accounting

firm, KPMG Inc, who audited the consolidated financial statements included

in this Annual

Report, has expressed

an adverse report

on the operating

effectiveness of our

internal control over

as of June 30, 2026, which appears in Part II, Item 9A of this Annual Report.

Remediation of Newly Identified Material Weaknesses

To address the material weaknesses, our management,

including our Information Technology

(“IT”) team, has commenced with

remediation of these material

weaknesses including, but not

limited to: (1) developing

and implementing a comprehensive

plan that includes specific actions aimed at enhancing the

understanding of control owners related to the operation and

importance of

over

the principles

and

of

each control,

with

a focus

on

the impacted

over

service

ITGCs,

and

other

process

level

controls;

(2)

mandating

improved

risk

assessment procedures with

governance requirements upon implementing

new or migrating

existing systems within

the Group together

with the design, implementation and monitoring

of control activities; (3) the recruitment

of additional appropriately skilled resources

across

the

Finance

and

Risk

and

Compliance

disciplines

coupled

with

the

further

upskilling

and

training

of

for

the

of

key

as

well

as

a

focus

on

a

greater

degree

of

automation

of

throughout

the

organization, (4) the embedding of controls compliance

in the key performance indicators of senior executives as well as process and

control owners across the business and (5) collaborating closely with internal and external assurance partners to ensure the robustness

of our remediation plan.

While we are actively taking steps

to implement our remediation plan, the material weaknesses

will not be deemed resolved until

the enhanced controls

operate for a

sufficient period of

time and management

has confirmed through testing

that the same

are operating

effectively.

We

will continue to

monitor the remediation

plan's effectiveness

and adjust

our efforts

as needed. As

we assess and

test

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

measures or modifications to the plan.

Remediation of Previously Identified Material Weaknesses

has

made

progress

in

remediating

the

in

the

previous

fiscal

year

related

to

the

design

and

of

and

and

related

to

the

business combinations process and revenue recognition

matters. Revised procedures have been implemented

related to the validation

of completeness and accuracy of the data used in the goodwill impairment model together with additional procedures implemented

to

enhance the

precision levels

in evaluating key

assumptions utilized

in this

model. These have

been adequately

documented through

management review controls. The implementation of robust revenue recognition controls for the review of new contracts and product

offerings has

mitigated key

risks of potential

material misstatement

within the

revenue process. This

has been

achieved through

the

thorough assessment and documentation

of the relevant

accounting considerations, ensuring the

accurate classification and recognition

of revenue. Furthermore,

the enhanced processes

and procedures relating

to business combinations

operated effectively

with respect

to the acquisitions completed

during the year; as no

significant business combination occurred

during the period, we will

continue to

evaluate these controls as they operate over future significant transactions.

Changes in Internal Control over Financial Reporting

Except as described above,

there were no changes

in our internal control over

financial reporting during the

quarter ended June

30, 2026, that have materially affected, or are reasonably

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

REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

To the shareholders

and Board of Directors of Lesaka Technologies,

Inc.

Opinion on Internal Control Over Financial Reporting

We have audited

Lesaka Technologies, Inc.

and subsidiaries’ (the Company) internal control over financial reporting as of June

criteria established

in

– Integrated

Framework (2013)

the Committee

of Sponsoring

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

achievement of the objectives

of the control

criteria, the Company has

not maintained effective internal

control over financial reporting

as of

2026, based

on criteria

established

in

– Integrated

Framework (2013)

the Committee

of

Sponsoring Organizations of the Treadway

Commission.

We

also have

audited, in

the standards

of the

Public Company

Accounting Oversight

Board (United

States)

(PCAOB),

the

balance

sheets

of

the

Company

as

of

June

30,

and

2025,

the

related

of

operations, comprehensive (loss) income,

changes in equity,

and cash flows for each

of the years in the three-year

period ended June

30, 2026, and the related notes (collectively, the consolidated financial statements), and our report dated September 9, 2026

expressed

an unqualified opinion on those consolidated financial statements.

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

is a reasonable possibility that

a material misstatement of the

company’s annual

or interim financial statements will

not be prevented

or

detected

on

a

timely

basis.

Material

related

to

risk

experienced

and

trained

resources, insufficient design, implementation and operating effectiveness of control activities, insufficient controls over

information,

and insufficient monitoring

activities have been identified

and included in management’s

assessment. The material weaknesses

were

considered in determining

the nature, timing,

and extent of

audit tests

applied in our

audit of

the 2026 consolidated

financial statements,

and this report does not affect our report on those consolidated

financial statements.

Basis for Opinion

The

is

for

maintaining

control

over

and

for

its

assessment of

of internal

financial reporting,

the accompanying

Report on

Internal Control over Financial Reporting. Our

responsibility is to express

an opinion on the Company’s internal control over financial

reporting based

on our

audit. We

are a

public accounting

firm registered

PCAOB and

to be

independent with

respect to the

Company in accordance

with the U.S. federal

securities laws and

the applicable rules

and regulations of

the Securities

and Exchange Commission and the PCAOB.

We conducted

our audit in accordance with

the standards of the PCAOB. Those

standards require that we plan

and perform the

audit to

obtain reasonable

assurance about

whether effective

reporting was

maintained in

all material

respects. Our

audit of internal

control over financial

reporting included

obtaining an understanding

of internal control

assessing

the

risk

that

a

weakness

exists,

and

testing

and

evaluating

the

design

and

of

assessed risk. Our

audit also included

performing such other

procedures as we

considered necessary

in

the circumstances. We

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

Definition and Limitations of Internal Control Over Financial Reporting

A

company’s

control

over

is

a

process

designed

to

provide

the

reliability of financial

reporting and the

preparation of financial

statements for external

purposes in accordance with

generally accepted

accounting principles. A company’s internal

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

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

reflect the transactions and dispositions of the assets of the

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

accordance with generally accepted

accounting principles, and that

receipts and expenditures of

the company are being made

only in

with

authorizations

of

and

of

the

company;

and

(3)

provide

prevention or timely detection of

unauthorized acquisition, use, or disposition

of the company’s assets that could have

a material effect

on the financial statements.

Because

of

its

inherent

limitations,

control

over

may

not

prevent

or

detect

misstatements.

Also,

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

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

procedures may deteriorate.

/s/ KPMG Inc.

Johannesburg, Republic of South Africa