form10ka

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

10-K/A

(Amendment No. 1)

(Mark One)

☒

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

ACT OF 1934

For the fiscal year ended

June 30, 2025

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND

EXCHANGE ACT OF 1934

For the transition period from

Commission file number:

000-31203

LESAKA TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Florida

98-0171860

(State or other jurisdiction

(IRS Employer

of incorporation or organization)

Identification No.)

President Place

4th Floor

Cnr. Jan Smuts Avenue and Bolton Road

Rosebank, Johannesburg

2196

South Africa

(Address of principal executive offices, including zip code)

Registrant’s telephone number,

including area code:

343-2000

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange

on which registered

Common stock, par value $0.001 per share

LSAK

NASDAQ

Global Select Market

Securities registered pursuant to Section 12(g) of the Act:

Indicate by check

mark if the

registrant is a

well-known seasoned issuer, as

defined in Rule

405 of the

Securities

Act.

Yes

☐

☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d)

of the Act.

Yes

☐

☒

Indicate by check mark whether

the registrant (1) has filed

all reports required to be

filed by Section 13 or

15(d)

the

Securities

Exchange

Act

1934

during

the

preceding

months

(or

for

such

shorter

period

that

the

registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90

days.

Yes

☒

☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File

required

submitted

pursuant

Rule

405

Regulation

S-T

(§232.405

this

chapter)

during

the

preceding

months (or for such shorter period that the registrant was required to submit such files).

Yes

☒

☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated

filer, smaller

reporting company

or an

emerging growth

company. See the

definitions of

“large accelerated

filer,”

“accelerated

filer,”

“smaller

reporting

company,”

and

“emerging

growth

company”

Rule 12b-2

the

Exchange Act (check one):

☐

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☒

Smaller reporting company

☐

Emerging growth company

If an

emerging

growth company,

indicate by

check mark

if the

registrant has

elected not

to use

the extended

transition period

for complying

with any

new or

revised financial

accounting standards

provided pursuant

Section 13(a) of the Exchange Act.

☐

Indicate

check

mark

whether

the

registrant

has

filed

report

and

attestation

its

management’s

assessment

the

effectiveness

its

internal

control

over

financial

reporting

under

Section

404(b)

the

Sarbanes-Oxley Act

(15

U.S.C.

7262(b)) by

the registered

public

accounting firm

that prepared

issued its

audit report.

☒

If securities

are registered

pursuant to

Section 12(b)

of the

Act, indicate

by check

mark whether

the financial

statements of the registrant included in the filing reflect the correction of an error to previously issued financial

statements.

☐

Indicate by check mark

whether any of those

error corrections are restatements

that required a

recovery analysis

incentive-based

compensation

received

any

the

registrant’s

executive

officers

during

the

relevant

recovery period pursuant to §240.10D-1(b).

☐

Indicate by

check mark

whether the

registrant is

a shell

company (as

defined in

Rule 12b-2

of the

Exchange

Act). Yes

☐

☒

The

aggregate

market

value

the

registrant’s

common

stock

held

non-affiliates

the

registrant

December 31,

2024

(the

last

business day

the registrant’s

most

recently completed

second fiscal

quarter),

based upon the closing price of the common stock as reported by The NASDAQ Global Select Market on such

date, was $

288,493,330

. This calculation

does not reflect

a determination that

persons are affiliates

for any other

purposes.

As of September 29, 2025,

83,673,097

shares of the registrant’s common stock, par value $0.001 per share, net

of treasury shares, were outstanding.

EXPLANATORY

NOTE

Lesaka Technologies, Inc. (the “Company”) is filing this Amendment No. 1 (this “Amendment”) to its Annual

Report on Form 10-K for the year ended June 30, 2025, as filed on September 29, 2025 (the “Original Form 10-

K”) with the Securities and Exchange Commission (the “SEC”), solely to provide the Part III information of

Form 10-K that was to be incorporated by reference from the Company’s definitive proxy statement for its 2025

Annual Meeting of Stockholders (the “Proxy Statement”) because the Proxy Statement will not be filed with the

SEC within 120 days after the end of the Company’s fiscal year ended June 30, 2025. This Form 10-K/A hereby

amends and restates in their entirety Items 10 through 14 of Part III of the Original Form 10-K.

addition,

required

Rule

12b-15

under

the

Securities

Exchange

Act

1934,

amended,

new

certifications by our

principal executive officer and

principal financial officer

are filed as

Exhibits 31.1 and

31.2

to this Amendment under Item 15 of Part IV hereof.

Because no financial statements have been included in this

Amendment and this Amendment does not

contain or amend any disclosure with

respect to Items 307 and

308

of Regulation S-K, paragraphs 3, 4, and 5 of the certifications have been omitted.

Except as described above, no other changes

have been made to the Original

Form 10-K, and this Amendment

does not amend, update or change

any other items or disclosures in the Original

Form 10-K. The Original Form

10-K

continues

speak

its

original

filing

date.

This

Amendment

does

not

reflect

subsequent

events

occurring

after

the

filing

date

the

Original

Form

10-K

modify

update

any

way

disclosures

the

riginal Form 10-K.

LESAKA TECHNOLOGIES, INC

INDEX TO ANNUAL REPORT ON FORM 10-K

Year

Ended June 30, 2025

Page

PART

III

Item 10.

Directors, Executive Officers and Corporate Governance

Item 11.

Executive Compensation

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related

Stockholder Matters

Item 13.

Certain Relationships and Related Transactions, and Director Independence

Item 14.

Principal Accountant Fees and Services

PART

Item 15.

Exhibits and Financial Statement Schedules

Signatures

PART

III

ITEM 10.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE

GOVERNANCE

Information

about

our

executive

officers

set

out

Part

Item

under

the

caption

“Our

Executive

Officers.”

The

other

information required

by this

Item is incorporated

by reference

to the

sections of

our definitive

proxy statement

for our

2025 annual

meeting of shareholders entitled “Board of Directors and Corporate

Governance” and “Additional Information.”

The information below sets forth biographical and other information regarding

our directors and our executive officers.

Antony Ball

66 years old

Director since 2020

Mr. Ball is co-founder and chairman of

Value Capital Partners Proprietary Limited, a South African based

investment

firm

(“VCP”).

Prior

VCP,

Mr.

Ball

co-founded

Brait

1990,

leading

South

African

private

equity

firm,

regarded

pioneer

private

equity

the

region,

and

held

various

leadership

positions, including

deputy chairman and

CEO, between 1998

and 2011.

Mr. Ball

led Brait's investment

in Lesaka

in 2004,

and served

as a

non-executive director

of Brait

until 2012.

Mr.

Ball has

a B

Comm

(Hons)

from

UCT,

is a

Chartered

Accountant

(SA),

and

completed

an M

Phil

Management

Studies

from Oxford University,

where he studied as a Rhodes Scholar.

The Board

believes that

Mr.

Ball’s

expertise in

private equity,

public markets,

finance, accounting

and

corporate

governance,

and

his

broad

experience

officer

and

director

several

publicly-traded

companies covering a broad range of industries make him a valuable

member of our Board.

Nonkululeko Gobodo

64 years old

Director since 2021

Ms. Gobodo was

the first black female

to qualify as a

chartered accountant in

South Africa and brings

wealth of accounting and

auditing experience spanning over 35

years. She also has extensive

experience

as a non-executive director, having served on many boards including Clicks Group Limited,

PPC Limited

and Shoprite Holdings Limited (all

JSE listed), Mercedes Benz, Imperial,

and the SA Maritime

Authority.

She has also served on the South Africa Revenue Service’s audit committee. She is a pioneer in her field,

having established her own successful accounting and

audit firm during the apartheid era. The firm grew

to become

SizweNtsalubaGobodo (“SNG”),

the largest

black accounting

firm in

South Africa.

In 2018,

SNG

acquired

the

Grant

Thornton

South

Africa

license.

2016,

Ms.

Gobodo

founded

Nkululeko

Leadership

Consulting,

boutique,

black-owned

and

managed

leadership

consulting

firm

based

Sandton and

served as its

CEO for

five years.

In May 2021,

she started Awakened

Global, a movement

that

contributing

end

racial

and

gender

inequality.

She

recipient

many

business

and

professional awards. She was appointed as the Chancellor of the Walter

Sisulu University in April 2023.

The

Board

believes

that

Ms.

Gobodo’s

experience

finance

and

audit

and

knowledge

the

South

African

marketplace

provides

necessary

and

desired

skills,

experience

and

South

African-centric

perspective to our Board.

Steven Heilbron

60 years old

Director since 2022

Mr.

Heilbron

has

been

the

head

business

development

and

mergers

acquisitions

Lesaka

since

1 January 2023.

Mr.

Heilbron has

over three

decades of

financial services

experience,

having

spent 19

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 which acquired

Cash

Connect

Management

Solutions

Proprietary

Limited

2013,

where

served

CEO

until

joining

Lesaka. Mr.

Heilbron has

presided over

a number

of key

acquisitions undertaken

by the

Lesaka group,

including the

acquisition of Adumo,

Touchsides,

Recharger and,

most recently,

the intended acquisition

of Bank Zero. He is a CA(SA).

The Board

believes that

Mr. Heilbron’s

strong leadership

skills, his deep

knowledge and

many years

experience within the banking, payments and payment

technologies space make him well-suited to serve

as a director.

incoln Mali

57 years old

Director since 2021

Mr. Mali has been

our Chief Executive

Officer: Southern Africa since

May 1, 2021.

Mr. Mali is a

financial

services executive

with over

25 years’

experience in

the industry.

Until April

2021, he

was the

head of

group

card

and

payments

Standard

Bank

Group,

having

served

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

Management College,

various diplomas

and attended

an Advanced

Management

Program at Harvard Business School.

The Board believes

that Mr.

Mali’s strong

relationships and network

with key industry

players in South

Africa and his motivational leadership style make him well-suited to serve

as a director.

Ali Mazanderani

43 years old

Director since 2020

Mr.

Mazanderani 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

a non-executive

director on

the board

of Thunes

(Singapore-based

cross border

payments company)

and Kushki

(Latin

American

payments

company)

and

the

vice

president

The

European

Digital

Payments

Industry

Alliance (EDPIA). He was

previously on the board

of several other leading

payments companies globally,

including StoneCo (Nasdaq: STNE) in Brazil from 2016 to 2022 and Network International Holdings Plc

(LSE: NETW) in the Middle East

from 2020 to 2021. 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

London

and

served

lead

strategy

consultant

for

First

National

Bank

based

Johannesburg.

Mr. Mazanderani

is a Finance Leaders

Fellow at the

Aspen Institute and

a member of

the Aspen Global

Leadership Network.

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.

The Board

believes that

Mr.

Mazanderani’s

international experience

in strategy,

payments, technology,

and private equity provide necessary and desired skills, experience

and perspective to our Board.

Venessa Naidoo

61 years old

Director since 2023

Ms. Naidoo is an

experienced non-executive

director and currently

serves on the

boards of OUTsurance

Holdings

Limited

(JSE:

OUT),

leading

South

African

insurance

company

with

operations

South

Africa, Australia and Ireland;

RFG Holdings Limited (JSE:

RFG), a convenience meals solutions

in South

Africa; and

Fortress Real Estate

Investments Limited

( JSE: FFB),

a property

investment company with

investments in

South Africa,

Central and

Eastern Europe.

She brings

a wealth

of experience

in finance,

launching

new

technologies,

managing

rapid

international

growth,

restructures,

operating

emerging

market economies and currencies,

and delivering success in

highly competitive environments. She

holds

Bachelor

Accounting

and

Postgraduate

Diploma

Accountancy

from

the

University

Durban-

Westville

and

Chartered

Accountant

(SA).

She

also

completed

the

Harvard

Business

School

and

University of the Witwatersrand Senior

Executive Programme.

The

Board

believes

that

Ms.

Naidoo’s

international

experience

finance

and

audit,

and

her

entrepreneurial track record are essential qualities required by our Board.

Kuben Pillay

65 years old

Director since 2020

Mr.

Pillay

has

been

our

lead

independent

director

since

February

2024,

and

was

previously

our

independent non-executive chairman from June 2020 until January 2024. He

serves on a number of South

African

public

corporate boards,

including

as independent

non-executive

chairman

of Sabvest

Limited

(JSE:

SBP)

and

lead

independent

director

OUTsurance

(JSE:

OUT).

was

the

non-executive

chairman of the Primedia Group from 2014 to

2017, and also served as its

group CEO from 2009 to 2014.

Mr.

Pillay was

also an

independent

non-executive director

of Transaction

Capital Limited

(JSE: TCP).

Mr. Pillay was a managing financial partner at public

interest law firm, Cheadle Thompson and Haysom,

from 1993

to 1995

before joining

Mineworkers

Investment Company

in 1996

as a

founding executive

director, and later serving as the non-executive chairman from 2007 to 2014. Mr. Pillay also served as the

independent non

-executive chairman

of Cell

C Limited

from August

2017 to

October 2019.

Mr.

Pillay

has a

BA LLB

from the

University of

the Witwatersrand,

Johannesburg,

and a

Masters in

Comparative

Jurisprudence from Howard University,

Washington

DC.

The Board believes

that Mr. Pillay’s expertise in legal

and corporate governance,

and media and

consumer

affairs and broad experience as a director of several publicly-traded companies covering a broad range of

industries over many years make him a valuable

member of our Board.

Ekta Singh-Bushell

53 years old

Director since 2018

Ms. Singh-Bushell serves

on global technology

public and private

corporate boards. She

is a member

the board, chair of the compensation committee, and

member of the nominating and governance, finance

and

capital

allocation

and

technology

committees

for

Huron Consulting

Group (NASDAQ:

HURN),

global consulting company

offering services to

healthcare, higher education,

and commercial industries;

ChargePoint,

Inc. (NYSE:

CHPT), a

leading global

EV charging

as a

service company,

where she

is a

member of the audit committee.

Formerly

she

served

the

board,

chair

audit

committee

and

COO

Dragos

Inc.,

global

cybersecurity firm

focused on

industrial control

systems. She

has served

on multiple

global technology

boards in

the past

- Cisco

(NASDAQ: CSCO),

an industry-leading

portfolio of

technology innovations,

which securely

connects industries

and communities

through networking,

security,

collaboration, cloud

management, and other services; TTEC Holdings Inc. (NASDAQ: TTEC) a global customer

experiences

company,

Designer

Brands

Inc.

(NYSE:

DBI)

and

Datatec

Limited

(JSE:

DTC),

international

ICT

solutions and services group, where she served as the lead independent director.

She has chaired multiple

audit, remuneration, nomination and technology and information security

committees.

From 2016 to 2017, Ms. Singh-Bushell served as deputy to the first vice president, chief

operating officer

executive office, at

the Federal Reserve Bank of

New York.

Prior to 2016, Ms. Singh-Bushell

worked at

Ernst & Young, serving in

various leadership roles

including global IT

effectiveness leader, US innovation

& digital strategy leader; and global chief information security officer. Ms. Singh-Bushell is a member of

the board of Women’s Health Access Matters, a non-profit that supports increased awareness in women’s

health research, and between

2004 and 2014 she

served in various

leadership roles for the

Asian American

Federation.

Ms.

Singh-Bushell

Certified

Public

Accountant

and

holds

advanced

international

certifications in governance, sustainability,

information systems security,

audit, and control.

Ms.

Singh-Bushell’s

experience

finance,

audit,

technology,

and

cybersecurity,

well

her

international experience bring relevant and necessary skills, experience,

and perspective to our Board.

In considering Ms. Singh-Bushell’s

nomination to the Board,

the Nominating & Governance

Committee

of the

Board

considered Ms.

Singh-Bushell’s

other board

commitments

and roles,

and determined

that

these

commitments

would

not

interfere

with

her

commitments

Lesaka.

Moreover,

the

Committee

determined

that

the

knowledge

and

experience

that

Ms.

Singh-Bushell

attains

from

these

additional

commitments

provide an

important dimension

to the

Lesaka Board,

especially in

the financial

services

and technology areas which are all directly relevant to our business.

Dan Smith

53 years old

Director since 2024

Mr.

Smith has been

our Group Chief

Financial Officer

since October 1,

2024. He has

held various roles

the

financial

services

sectors

South

Africa

and

the

United

Kingdom.

Mr.

Smith

director

ADvTECH

Limited

(JSE:

ADH),

pan-Arican

education

and

resourcing

group.

founded

DLS

Advisors in 2020

and was its

CEO until joining

VCP in 2021,

where he was

a partner and

director 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

leading 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

Business

School, University

of Oxford. He

also has an

Advanced Valuation

Techniques

certification from

the Gordon Institute

of Business Science

and a Diploma in Strategic Client Management from the UCT Graduate

School of Business.

The Board

believes that Mr.

Smith’s

strong leadership

skills, his financial

and accounting

expertise and

experience with corporate transactions and capital markets make him

well-suited to serve as a director.

Dean Sparrow

50 years old

Director since 2024

Mr. Sparrow has close to 25 years’ experience of investing in information & communications technology

businesses in Africa (eight years has been specifically focused on fintech)

with a background in corporate

finance. His

experience is

broad and

extends from

pure investor

to corporate

development to

hands-on

responsibility

within

the

senior

finance

and

executive

leadership

functions

both

the

operational

and

corporate

levels.

the

CEO

Capital

Eye

Investments,

Mr.

Sparrow

was

responsible

for

driving

the

strategic

positioning

and

growth

the

private

equity

investment

vehicle

with

focus

technology

and

technology

dependent

businesses

within

the

African

emerging

market. Mr.

Sparrow

currently

the

Group

CEO

Crossfin

Holdings

(RF)

Proprietary

Limited

(“Crossfin”),

fintech

investment platform, and has held this position since its

formation in May 2017. Crossfin had an indirect

holding in Adumo Technologies (RF) Proprietary Limited, which is a subsidiary of Lesaka Technologies,

Inc. He holds a Bachelor of Commerce Degree

and Honours in Accounting from the University of South

Africa and is a Chartered Accountant (SA).

The Board believes that Mr.

Sparrow’s leadership,

financial technology,

private equity and financial and

accounting experience provide necessary and desired skills, experience

and perspective to our Board.

MEETINGS OF THE BOARD AND DIRECTOR INDEPENDENCE

Our Board

typically holds

a regular

meeting once

every quarter

and holds

special meetings

when necessary.

During the

fiscal

year ended

June 30, 2025,

our Board held

a total of

six meetings. Each

of our directors

attended at least

75% of the

total number of

such meetings and

the total number

of meetings held

by all committees

of the Board

on which each

such director served,

during the

period for

which each

such director

served. We

encourage each

member of

the Board

to attend

the annual

meeting of

shareholders,

but have

not adopted

a formal

policy with

respect to

such attendance.

Seven out

of our

eleven directors

attended last

year’s annual

meeting.

The non-employee

directors meet

regularly without

any management

directors or

employees present.

These meetings

are held

on the day of or the

day preceding other Board or committee meetings. The

Board annually examines the relationships between us and

each of

our directors.

After this

examination,

the Board

has concluded

that six

of our

eleven directors

qualify as

“independent”

defined under Nasdaq Rule 5605(a)(2) as that term relates to membership on the Board, who are

Messrs. Ball, Pillay and Sparrow

and

ses. Singh-Bushell, Gobodo, and Naidoo.

COMMITTEES OF THE BOARD

The

Board

has

established

Audit

Committee,

Remuneration

Committee,

Nominating

and

Corporate

Governance

Committee, a Social and Ethics

Committee and a Capital Allocation

Committee (collectively,

the “Board Committees”). The current

members of our Board Committees are presented in the table below:

Director

Audit

Committee

Remunera

tion Committee

Nominatin

g and

Corporate

Governance

Committee

Social

and

Ethics

Committee

Capital

Allocation

Committee

Antony Ball

Nonkululeko

Gobodo

Steven Heilbron (#)

Naeem Kola (#)

Lincoln Mali (#)

Ali Mazanderani (#*)

Venessa

Naidoo

Kuben Pillay (^)

Ekta Singh-Bushell

Dan Smith (#)

Dean Sparrow

# Executive

* Chairperson

Lead Independent Director

Audit Committee

The Audit Committee consists of Mses. Singh-Bushell, Gobodo, and Naidoo, with Ms. Singh-Bushell acting as the Chairperson.

The composition

of the Audit

Committee meets the

requirements for

independence under current

Nasdaq listing standards

and SEC

rules and regulations. The

Board has

determined that Mses.

Singh-Bushell, Gobodo, and

Naidoo are each

an “audit

committee financial

expert”

as that

term

is defined

applicable

SEC rules,

and

that

all members

meet

Nasdaq’s

financial

literacy

criteria.

The

Audit

Committee held ten meetings during the 2025 fiscal year.

The Audit Committee

was established by

the Board for

the primary purpose

of overseeing or

assisting the Board

in overseeing

the following:

Audit

●

the qualifications and independence of our registered public

accounting firm

●

the organization and performance of our internal audit

function

Compliance Processes

●

compliance with SEC and other legal and regulatory

requirements

●

compliance with ethical standards we have adopted

●

review of our related party transactions

Financial Reporting

●

the integrity of our financial statements

●

the accounting and financial reporting processes and the

audits of our financial statements

●

our systems of disclosure controls and procedures and

internal control over financial reporting

Risk Management

●

review of our risk assessment and enterprise risk

management process

A copy of our Audit Committee charter is available free of charge

on our website, www.lesakatech.com

Remuneration Committee

The Remuneration Committee consists of Messrs. Ball and Pillay and Ms. Naidoo, with Mr.

Ball acting as the Chairperson. The

composition of the Remuneration Committee meets the requirements for independence

under Nasdaq listing standards and SEC rules

and regulations. The Remuneration Committee held four meetings during

the 2025 fiscal year.

The Remuneration Committee has the following principal responsibilities, authority

and duties:

Compensation Structure & Strategy

●

review and approve performance goals and objectives relevant to the compensation

of all our

executive officers, evaluate the performance of each executive

officer in light of those goals

and objectives, and set each executive officer's compensation,

including incentive-based and

equity-based compensation, based on such evaluation

●

make recommendations to the Board with respect to incentive- and equity-based

compensation

plans

●

review and make recommendations to the Board regarding compensation

-related matters

outside the ordinary course, including, but not limited to, employment

contracts, change-in-

control provisions and severance arrangements

●

administer our stock option, stock incentive, and other stock compensation

plans, including the

function of making and approving all grants of options and other awards

to all executive

officers and directors, and all other eligible individuals,

under such plans

●

administer our compensation clawback policy

●

review annually and make recommendations to the Board regarding director

compensation

●

assist management in developing and, when appropriate, recommending

to the Board, the

design of compensation policies and plans

●

review and discuss with management the disclosures in our “Compensation

Discussion and

Analysis” and any other disclosures regarding executive compensation

to be included in our

public filings or shareholder reports

●

recommend to the Board whether the Compensation Discussion and Analysis

should be

included in our proxy statement, Annual Report, or information statement, as applicable,

and

prepare the related report required by the rules of the SEC

Human Resources &

Workforce

Management

●

generally oversee our

human resources and

workforce

management programs

A copy of our Remuneration Committee charter is available free of charge

on our website, www.lesakatech.com

Nominating and Corporate Governance Committee

The Nominating and Corporate

Governance Committee consists of

Messrs. Pillay,

Ball and Ms. Singh-Bushell,

with Mr. Pillay

acting

the

Chairperson.

The

composition

the

Nominating

and

Corporate

Governance

Committee

meets

the

requirements

for

independence under Nasdaq listing standards and SEC rules

and regulations. The Nominating and Corporate Governance

Committee

held four meetings during the 2025 fiscal year.

The principal duties and responsibilities of the Nominating and Corporate

Governance Committee are as follows:

Corporate Governance

●

review our Corporate Governance

Guidelines annually and recommend

changes, as appropriate, for review and

approval by the Board

●

make recommendations regarding

proposals submitted by our shareholders

●

establish and monitor procedures by which

the Board will conduct, at least annually,

evaluations of its performance

Board Composition

●

monitor the composition, size and independence of the Board

●

establish criteria for Board and committee membership and recommend

to our Board proposed nominees for election to the Board and for

membership on each committee of the Board

●

monitor our procedures for the receipt and consideration of director

nominations by shareholders and other persons and for the receipt of

shareholder communications directed to our Board

●

make recommendations to the Board regarding management succession

planning and corporate governance best practices

copy

our

Nominating

and

Corporate

Governance

Committee

charter

available

free

charge

our

website,

www.lesakatech.com.

Social and Ethics Committee

The Social and

Ethics Committee consists

of Mses. Gobodo

and Singh-Bushell

and Mr.

Pillay, with

Ms. Gobodo

acting as the

Chairperson. The Social and Ethics Committee held three meetings during

the 2025 fiscal year.

The Social and Ethics Committee

was established to provide oversight

of social and ethical matters related

to our company and

to ensure that we are and remain a committed socially responsible corporate

citizen.

A copy of our Social and Ethics Committee charter is available free of charge

on our website, www.lesakatech.com

Capital Allocation Committee

The Capital Allocation Committee consists of Messrs. Ball, Mazanderani and Sparrow,

with Mr. Ball acting as the Chairperson.

The Capital Allocation Committee held six meetings during the 2025 fiscal year.

The principal duties and responsibilities of the Capital Allocation Committee

are as follows:

Capital Allocation

●

review and make recommendations to the Board

regarding major investment proposals and capital

allocations

●

monitor the execution of approved acquisitions and

review the performance of completed acquisitions

Investment Management

●

establish, oversee and periodically review the

performance of our investments

●

ensure appropriate independent advice is sought in

relation to major investments

A copy of our Capital Allocation Committee charter is available free of charge

on our website, www.lesakatech.com

BOARD LEADERSHIP STRUCTURE AND BOARD OVERSIGHT OF

RISK

Board Leadership

Our Board is led

by Mr. Mazanderani, who serves as

our Executive Chairman. Mr. Pillay serves as

the Board’s Lead Independent

Director.

Our

Board

believes

this

leadership

structure

effectively

allocates

authority,

responsibility,

and

oversight

between

management and

the independent

members of

our Board.

It gives

primary responsibility

for our

operational leadership

shareholder

engagement,

and

strategic

direction

our

Executive

Chairman,

while

Mr.

Pillay

facilitates

our

Board’s

independent

oversight

management, promotes

communication between

senior management

and our

Board about

issues such

as management

development

and succession planning,

executive compensation, and

our performance, engages

with other key stakeholders,

and leads our Board’s

consideration

of key governance matters.

The Board’s Role in Risk Oversight

Managing risk

is an

ongoing process

inherent in

all decisions

made by

management. The

Board discusses

risk throughout

the

year, particularly at Board

meetings when specific

actions are considered

for approval. The

Board has ultimate

responsibility to oversee

our enterprise risk management program. This oversight is conducted primarily through various committees of the Board as

described

below.

The

Audit

Committee

has

direct

oversight

and

actively

assists

the

management

team’s

process

identifying,

assessing,

prioritizing and developing action plans to mitigate the material business, operational

and strategic risks affecting us.

Furthermore,

the

Audit

Committee

directly

provides

oversight

risks

relating

the

integrity

our

consolidated

financial

statements,

internal

control

over

financial

reporting

and

the

internal

audit

function.

The

Remuneration

Committee

oversees

the

management of risks related

to our executive compensation

program. The Nominating and

Corporate Governance Committee oversees

the management of risks related to management succession planning.

NOMINATIONS PROCESS

AND DIRECTOR QUALIFICATIONS

The

Nominating

and

Corporate

Governance

Committee

employs

rigorous

and

multifaceted

approach

for

identifying

and

evaluating

candidates

for

nomination

the

Board

Directors.

This

process

involves

continuous

assessment

the

Board’s

composition, size, and independence,

and careful consideration of

any potential vacancies

resulting from employment changes

or other

circumstances.

When

vacancies

are

anticipated

occur,

the

Committee

actively

considers

diverse

pool

prospective

director

candidates.

Evaluation of candidates is conducted during both scheduled and special meetings of

the Nominating and Corporate Governance

Committee,

with

consideration

possible

any

time

throughout

the

year.

Shareholder

recommendations

for

Board

candidates

are

welcomed

and

subjected

the

same

thorough

evaluation

process

nominees

from

other

sources.

The

Committee

applies

the

qualification standards referenced above to all candidates and endeavors to achieve an optimal balance of knowledge, experience, and

capability

within the Board.

Additionally,

the Committee

reviews the

suitability of

current Board

members for

re-election, taking

into account

factors such

as the number

of terms served,

each director’s

capacity to

devote sufficient

time and attention

to their Board

duties in light

of other

professional commitments, and the evolving needs of

the Board. There is no

prescribed limit on the number of

terms that an individual

may serve as a director.

collaboration

with

the

Board,

the

Nominating

and

Corporate

Governance

Committee

evaluates

the

requisite

skills

and

attributes for Board service. Pursuant to the Corporate Governance

Guidelines, the Committee considers a candidate’s

independence,

the

current

needs

the

Board,

and

the

candidate’s

background,

skill

set,

business

acumen,

and

anticipated

contributions.

minimum,

directors

are

required

demonstrate

the

highest

standards

professional

ethics,

integrity,

and

values,

coupled

with

commitment to representing the long-term interests

of shareholders. Directors are also

expected to possess an inquisitive and

objective

mindset, practical judgment, and mature wisdom.

believe the Board

collectively exhibits a balanced

portfolio of competencies

and capabilities, as illustrated

in the following

table.

The

Committee

also

evaluates

each

non-employee

director’s

unique

skill

set

for

the

appropriate

constitution

Board

committees. Comprehensive information regarding each

director’s experience, qualifications, and

skills is contained

in their respective

biographies under Proposal No. 1.

Our director nominees’ core competencies and capabilities

– out of 10 nominee directors

Public company board (10)

Senior executive leadership (10)

Global business (8)

Financial technology (8)

People and culture (10)

Environment and climate (4)

Corporate governance / law (10)

Accounting / finance (8)

Risk management oversight (10)

Mergers and acquisitions (10)

Sales, brand and marketing (5)

non-executive

executive

total directors

The

Nominating

and

Corporate

Governance

Committee

may

further

consider

the

advantages

diversity

candidates’

perspectives,

backgrounds,

and

experiences,

well

the

benefits

arising

from

constructive

working

relationships

among

Board

members.

Other

than

provisions

articulated

the

Corporate

Governance

Guidelines,

the

Committee

does

not

maintain

formal

diversity policy.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange

Act requires our directors and

certain officers, as well

as persons who own more

than 10 percent

of our

common stock,

to file

with the

SEC initial

reports of

beneficial ownership

on Form

3 and

reports of

subsequent changes

beneficial ownership on Form 4 or Form 5. Based solely on our

review of these forms filed with the SEC, and certifications from

our

executive officers

and directors

that no

other reports

were required

for such

persons, we

believe that

all directors

and officers

and

greater than 10 percent shareholders complied with the filing

requirements applicable to them for the fiscal year ended June

30, 2025

with the

exception of

a late Form

4 filed (i)

on October

11, 2025,

by Mr.

Smith, in

connection with

the award

of 100,000

shares of

restricted stock on October 1, 2025, and (ii) on June 24, 2025, by Mr. Mali, in connection with repurchase of shares of common

stock

rom Mr. Mali to settle his taxation obligation

arising on restricted shares of our common stock which vested on November 17, 2024.

ITEM 11.

EXECUTIVE COMPENSATION

REMUNERATION COMMITTEE

REPORT

For the Year

Ended June 30, 2025

The information contained in this report shall not be deemed to be “soliciting material” or “filed” with the SEC or subject to the

liabilities of

Section 18 of

the Exchange Act,

except to the

extent that

Lesaka Technologies, Inc. specifically incorporates

it by reference

into a document filed under the Exchange Act.

The

Remuneration

Committee,

which

consists

three

independent

directors,

has reviewed

and

discussed

the “Compensation

Discussion and

Analysis” section

of this

Form 10-K/A

with management.

Based on

this review

and discussion,

the Remuneration

Committee recommended to our Board that the “Compensation Discussion and

Analysis” section be included in this Form 10-K/A.

Remuneration Committee

Antony Ball, Chairman

Venessa

Naidoo

Kuben Pillay

EXECUTIVE COMPENSATION

TABLES

The following narrative, tables and

footnotes describe the “total compensation”

earned during fiscal years 2025,

2024 and 2023,

as applicable,

by our named

executive officers.

The total

compensation presented

below in the

Summary Compensation

Table

does

not

reflect

the

actual

compensation

received

our

named

executive

officers

the

target

compensation

our

named

executive

officers in fiscal 2025.

Target

annual incentive awards for fiscal 2026 are presented in the Grants of Plan-Based

Awards table on

page 34.

SUMMARY COMPENSATION

TABLE

(1)

The following table sets forth the compensation earned

by our named executive officers for services rendered

during fiscal years

2025, 2024 and 2023.

Name and Principal

Position

Year

Salary

(2)

($)

Bonus

(3)

($)

Stock

Awards

(4)

($)

Option

Awards

(5)

($)

Non-Equity

Incentive Plan

Compensation

(6)

($)

All Other

Compensation

($)

Total

($)

Ali

Mazanderani,

Executive

Chairman

and

Director

2025

541,667

67,682(7)

609,349

2024

208,333

5,480,000

20,892(7)

5,709,225

Dan Smith, Group Chief

Financial

Officer

and

Director

2025

246,886

911,200

251,397

1,409,483

Naeem

Kola,

Group

Chief Operating

Officer

and

Director

2025

412,500

526,500

80,000

12,000(8)

1,031,000

2024

450,000

259,031

377,551

10,886(8)

1,097,468

2023

450,000

157,589

286,380

9,805(8)

903,774

Steven

Heilbron,

Head

Mergers

Acquisitions

and

Corporate

Development

2025

391,667

842,000

240,000

1,473,667

2024

350,000

72,366

983,250

327,634

1,733,250

2023

296,682

2,388,750

318,185

3,003,617

Lincoln

Mali,

Chief

Executive

Officer:

Southern

Africa and Director

2025

410,709

526,500

230,447

1,167,656

2024

385,120

253,702

427,027

1,065,849

2023

394,609

179,242

289,867

863,718

(1)

Includes only those columns

relating to compensation

awarded to, earned by,

or paid to the named

executive officers in

any of

fiscal 2025, 2024

or 2023.

All other columns

have been

omitted. Mr. Mazanderani was

appointed as our

Executive Chairman

on February 1, 2024. Mr. Smith’s

was appointed as our Group Chief Financial Officer effective

October 1, 2024.

(2)

Mr. Heilbron’s salary for fiscal 2023 includes a portion which was denominated and paid

in ZAR and has been

converted

into USD at the average exchange rate for the applicable period up until December 31, 2022, and a portion denominated and

paid

in USD from

January 1, 2023.

Messrs. Smith and

Mali’s salary

was denominated and

paid in ZAR, and

has been converted

into

USD at the average exchange rate for that applicable period.

(3)

The Remuneration

Committee

awarded Mr.

Heilbron a

discretionary bonus

of $72,366

related to

the additional

effort

expended by Mr.

Heilbron related to the Adumo

transaction. The applicable amount for

Mr. Heilbron

was denominated and paid

in USD.

(4)

Represents FASB

ASC Topic

718 grant

date fair

value of

restricted stock

granted under

our stock

incentive plan.

See

note 17 to

the consolidated financial

statements included

in our Annual

Report on Form

10-K for the

year ended June

30, 2025,

for the

relevant assumptions

used in

calculating grant

date fair

value under

FASB

ASC Topic

718 and

for detail

regarding any

conditions attached to the awards.

(5)

Represents

FASB

ASC Topic

718 grant

date fair

value

of 500,000

stock options

granted

under the

2022 Plan

to Mr.

Mazanderani as well as 4,000,000

stock options granted to Mr.

Mazanderani following approval obtained from

our shareholders.

Also includes

1,000,000

stock options

granted

under the

2022 plan

to Mr.

Heilbron.

See note

17 to

the consolidated

financial

statements included

in our Annual

Report on Form

10-K for the

year ended

June 30, 2025,

for the relevant

assumptions used in

calculating grant date fair value under FASB

ASC Topic 718.

(6)

Non-equity incentive

plan compensation

represents amounts earned

by Messrs. Smith,

Kola, Heilbron

and Mali for

the

fiscal

years

ended

June

30,

2025,

2024

and

2023.

The

amounts

for

Messrs.

Kola

and

Heilbron

(for

2025

and

2024)

were

denominated in USD,

and the amounts for

Messrs. Smith, Heilbron (for

2023 only) and Mali

was denominated and paid

in ZAR

and converted into USD at the average exchange rate for the year in which the amount

was earned.

(7)

Represents reimbursement of

certain business travel expenses

incurred by Mr.

Mazanderani during the seven

months to

January 2025 and the five months to

June 30, 2024, and which is capped at

an amount of $100,000 during a 12-month period from

February 1, 2024 to January 31, 2025.

(8)

Represents payments made by us for Mr. Kola’s

healthcare plan contributions which, until May 2024, were paid in ZAR

converted into USD

at the applicable monthly

average exchange rates

for the periods when

paid, and from June

2024, were paid

in USD.

PAY

RATIO DISCLOSURE

Mr.

Mazanderani

had

total

compensation

for

fiscal

year

2025

of $609,349,

as reflected

the

Summary

Compensation

Table

above. We

have selected June

30, 2025, as

the date to

identify our median

employee. As of

June 30, 2025,

we had 3,719 employees

and we have used these

3,719 employees as our pay

ratio disclosure population. All of

our employees included in this

population are

based in

jurisdictions outside

of the

United States

and the

vast majority,

approximately 99%,

of these

employees, are

employed in

South Africa.

We have used the annualized

functional currency base salary of our employees included in our pay ratio disclosure population as

of June 30, 2025, and calculated the United States dollar equivalent of these salaries by converting the functional currency amounts to

United States dollars

using exchange

rates as of

June 30, 2025.

have sorted this

list from lowest

to highest and

we estimate that

our

median

employee

had

United

States

dollar

equivalent

salary

$9,601

June

30,

2025.

Mr.

Mazanderani’s

grossed-up

nnualized fiscal year 2025 base salary was approximately 64 times that of

our median employee.

89%

17%

40%

27%

35%

57%

18%

16%

19%

65%

52%

46%

11%

10%

20%

30%

40%

50%

60%

70%

80%

90%

100%

Ali Mazanderani

($609,349)

Daniel L. Smith

($1,409,483)

Naeem E. Kola

($1,031,000)

Steven J. Heilbron

($1,473,667)

Lincoln C. Mali

($1,167,656)

Actual 2025 compensation mix

Salary ($)

Option Awards ($)

Cash Incentive Award ($)

Bonus ($)

Stock Awards ($)

Other ($)

The

pay

ratio

identified

above

reasonable

estimate

calculated

manner

consistent

with

SEC

rules.

Pay

ratios

that

are

reported by our peers may not be directly comparable to

ours because of differences in the composition of each company’s workforce,

as well as the assumptions and methodologies used in calculating the pay

ratio, as permitted by SEC rules.

ACTUAL 2025 COMPENSATION

MIX

The chart below

illustrates the mix

of the actual

elements of the

compensation program paid

in fiscal 2025

for our named

executive

officers:

GRANTS OF PLAN-BASED AWARDS

(1)

The following table

provides information concerning

non-equity and equity

incentive plan awards

granted during fiscal

2025 to

each of our named executive officers.

Estimated Future Payouts Under

Non-Equity Incentive

Plan Awards (2)

All Other

Stock

Awards:

Number of

Shares of

Stock or

Units

Grant Date

Fair Value

of Stock

and Option

Awards

Name

Grant

Date

Date of

Committee

Action

Type of

Award

Threshold

($)

Target

($)(3)

Maximum

($)

(#)

($)

Dan Smith

11/05/2024

20% - 120%

402 235

10/01/2024

100,000

490,000

11/05/2024

120 000

421 200

Steven Heilbron

11/05/2024

20% - 120%

480 000

11/05/2024

1 000 000

842 000

Naeem Kola

11/05/2024

20% - 120%

480 000

11/05/2024

150 000

526 500

Lincoln Mali

11/05/2024

20% - 120%

502,793

11/05/2024

150,000

526,500

(1)

SO (stock option); AC (annual cash incentive award); RS

(restricted stock). Includes only those columns relating to

grants

awarded to the named executive officers in fiscal 2025. All other

columns have been omitted.

(2)

On November 5, 2024, the Remuneration Committee approved a fiscal 2025 cash incentive

award plan for Messrs. Smith,

Heilbron,

Kola

and

Mali.

The

plan

and

the

actual

payments

made

thereunder

are

described

detail

under

“—Compensation

Discussion and Analysis—Elements of

2025 Compensation—Performance-Based Pay—Messrs. Smith, Heilbron, Kola

and Mali—

Potential and

Actual Payments”.

There was

no threshold

for the

qualitative portion

of the

award plan.

Messrs. Smith

and Mali’s

amount translated from ZAR to USD using the average rate of exchange for

the year ended June 30, 2025.

(3)

Target represents the expected performance range (refer

to “—Compensation Discussion and

Analysis—Elements of 2025

Compensation—Performance-Based Pay”.

OUTSTANDING EQUITY

AWARDS

AT 2025

FISCAL YEAR-END

(1)

The

following

table

shows all

outstanding

equity awards

held

by our

named

executive officers

the end

of fiscal

2025.

The

market value

of unvested

shares reflected

in this

table is

calculated by

multiplying the

number of

unvested shares

by the

per share

closing price of $4.49 of our common stock on June 30, 2025, the last trading day of

the fiscal year.

Option Awards

Stock Awards

Name

Number

Securities

Underlying

Unexer-

cised

Options

(#)

Exercisable

Number

Securities

Underlying

Unexer-

cised

Options

(#)

Unexer-

cisable

Option

Exercise

Price

($)

Option

Expiration

Date

Number

of Shares

or Units of

Stock That

Have Not

Vested

(#)

Market

Value of

Shares or

Units of

Stock

That

Have Not

Vested

($)

Equity

Incentive

Plan Awards:

Number of

Unearned

Shares, Units

or Other

Rights That

Have Not

Vested

(#)

Equity Incentive

Plan Awards:

Market or

Payout Value of

Unearned

Shares, Units or

Other Rights

That Have Not

Vested

($)

Ali Mazanderani

500,000

$3.50

1/31/2029

1,000,000

$6.00

1/31/2029

1,000,000

$8.00

1/31/2029

1,000,000

$11.00

1/31/2029

1,000,000

$14.00

1/31/2029

Dan Smith

100,000(1)

449,000

120,000(2)

538,800

350,000

$6.00

1/31/2029

250,000

$8.00

1/31/2029

100,000

$8.00

1/31/2029

150,000

$11.00

1/31/2029

Steven Heilbron

150,000

$14.00

1/31/2029

Naeem Kola

68,319(3)

306,752

56,250(4)

252,563

150,000(2)

673,500

Lincoln Mali

77,706(3)

348,900

55,093(4)

247,368

150,000(2)

673,500

(1)

These shares of restricted stock were awarded in September 2024, and one

third of these shares are

scheduled to vest on each of September 30, 2025, 2026 and 2027, with vesting

conditioned upon continuous

service through the applicable vesting date.

(2)

These shares of restricted stock were awarded in November 2024 and

will vest in full subject to the

satisfaction of the following conditions: (1) the price of our common stock is equal

to or exceeds certain stock

price levels during specific measurement periods from September 30, 2024

to September 30, 2027, and (2) the

recipient is employed by us on a full-time basis when the condition in (1) is met.

(3)

These shares of restricted stock were awarded in December 2022 and will vest in

full subject to the

satisfaction of the following conditions: (1) the price of our common stock is equal

to or exceeds certain stock

price levels during specific measurement periods from December 31, 2022

to December 1, 2025, and (2) the

recipient is employed by us on a full-time basis when the condition in (1) is met (the

condition for full-time

employment has been waived for Mr.

Meyer following his resignation as of Group Chief Executive Officer).

(4)

These shares of restricted stock were awarded in October 2023 and will vest in full

subject to the satisfaction

of the following conditions: (1) the price of our common stock is equal to or exceeds certain

stock price levels

during specific measurement periods from September 20, 2024

to November 17, 2026, and (2) the recipient is

employed by us on a full-time basis when the condition in (1) is met (the condition

for full-time employment has

been waived for Mr. Meyer following

his resignation as of Group Chief Executive Officer).

OPTION EXERCISES AND STOCK VESTED

There were no

stock options exercised

by our named

executive officers.

The following table

shows all stock

awards that vested

during fiscal 2025:

Stock Awards

Name

Number of shares

acquired on vesting

(#)

Value Realized

on Vesting

($)(1)

63,132

299,246

Naeem Kola

28,125

142,313

Steven Heilbron

225,000

983,250

Lincoln Mali

27,546

139,383

(1)

The value realized on vesting is calculated as the closing price of our common stock

on the vesting date multiplied by the

number of common shares of restricted stock that vested.

PAY

VERSUS PERFORMANCE DISCLOSURES

As required by

Section 953(a)

of the Dodd-Frank

Wall Street Reform and

Consumer Protection Act,

and Item

402(v) of Regulation

S-K

promulgated

under

the

Exchange

Act,

are

providing

the

following

information

about

the

relationship

between

executive

compensation actually

paid and

certain financial

performance of

our company.

Refer to

the Compensation

Discussion and

Analysis

section for

further

information concerning

our variable

pay-for-performance

philosophy and

how it

aligns executive

compensation

with our performance.

Year

Summary

compen-

sation table

total for

first PEO

Summary

compen-

sation table

total for

second PEO

Compen-

sation

actually

paid to first

PEO

Compen-

sation

actually

paid to

second PEO

Average

summary

compen-

sation table

total for

non-PEO

NEOs

Average

compen-

sation

actually paid

to non-PEO

NEOs

Value of

initial fixed

$100

investment

based on:

Total

shareholder

return

Net loss

$ ‘000

Group

Adjusted

EBITDA

ZAR ‘000

(1)(5)

(2)(4)

(1)(5)

(2)(5)

(3)(6)

(3)(7)

(8)

(9)

2025

$609,349

($1,018,451)

$1,270,452

$943,940

$87

($87,504)

922,943

2024

$5,709,225

$1,244,097

$6,371,525

$1,386,802

$1,298,856

$1,347,237

$91

($17,440)

690,943

2023

N/A

$1,432,860

N/A

$833,154

$1,283,723

$925,470

$74

($35,074)

445,450

(1)

First Principal Executive Officer (“PEO”) is our current Executive

Chairman,

Mr. Mazanderani

(2)

Second PEO was

Chris Meyer

. Mr. Meyer’s employment

terminated on February 29, 2024.

(3)

2025 comprises four NEOs:

Messrs. Smith, Kola, Heilbron and Mali

2024 comprises three NEOs:

Messrs. Kola, Heilbron and Mali

2023 comprises four NEOs:

Messrs. Kola, Heilbron, Mali and Alex M.R. Smith (terminated employment March 1, 2023)

(4)

Represents

the

amount

total compensation

reported

for

each

PEO

for

each

corresponding

fiscal

year

the

“Total”

column of the Summary Compensation Table

for each applicable fiscal year.

(5)

Represents

the

amount

“compensation

actually

paid”

the

first

and

second

PEO’s

respectively,

computed

accordance

with

Item

402(v)

Regulation

S-K.

The

dollar

amounts

not

necessarily

reflect

the

actual

amount

compensation

earned

paid

the

respective

PEO

during

the

applicable

fiscal

year.

accordance

with

the

requirements

Item

402(v)

Regulation

S-K,

the

following

adjustments

were

made

the

respective

PEO’s

total

Summary Compensation Table

compensation for each year to determine the compensation actually paid

First PEO

Second PEO

Year

Summary

compensation

table total

Reported

value of

equity awards

Equity

award

adjustments

Compensation

actually paid

Summary

compensation

table total

Reported

value of

equity awards

Equity award

adjustments

Compensation

actually paid

(a)

(b)

(a)

(b)

2025

$609,349

($1,627,800)

($1,018,451)

2024

$5,709,225

($5,480,000)

$6,142,300

$6,371,525

$1,244,097

($441,779)

$584,484

$1,386,802

2023

N/A

$1,432,860

($257,985)

($341,721)

$833,154

(a)

The grant date fair

value of equity awards

represents the total of

the amounts reported in

the “Stock Awards” and “Option

Awards”

columns in the Summary Compensation Table

for the applicable fiscal year.

(b)

The equity

award adjustments

for each

applicable fiscal

year include

the addition

(or subtraction,

as applicable)

of the

following: (i) the year-end

fair value of any

equity awards granted

in the applicable fiscal

year that are outstanding

and

unvested as of

the end of

the fiscal year;

(ii) the amount

of change

as of the

end of the

applicable fiscal year

(from the

end of the prior fiscal year) in fair

value of any awards granted in prior fiscal

years that are outstanding and unvested

of the end

of the applicable

fiscal year; (iii)

for awards that

are granted and

vest in same

applicable fiscal year,

the fair

value as of the vesting date; (iv) for awards granted

in prior years that vest in the

applicable fiscal year, the amount equal

to the change as of the

vesting date (from the end of

the prior fiscal year) in fair

value; an d(v) for awards granted in

prior

fiscal

years

that

are

determined

fail

meet

the

applicable

vesting

conditions

during

the

applicable

fiscal

year,

deduction for the

amount equal

to the

fair value at

the end

of the

prior fiscal year;

and (vi)

the dollar

value of

any dividends

or other earnings

paid on

stock or option

awards in

the applicable fiscal

year prior to

the vesting date

that are not

otherwise

reflected in

the fair

value of

such award

or included

in any

other component

of total

compensation for

the applicable

fiscal year (there

were no adjustments

related to item

(vi)). The valuation

assumptions used to

calculate fair values

did

not materially differ

from those disclosed at

the time of grant.

The amounts deducted or

added in calculating the

equity

award adjustments are as follows (only applicable years presented for each

respective PEO)

(i)

(ii)

(iii)

(iv)

(v)

Year

End Fair

Value of

Unvested

Covered Year

Equity Awards

Year

over Year

Change in Fair

Value of

Outstanding and

Unvested Prior

Year

Equity

Awards

Fair Value

as of

Vesting Date

Equity Awards

Granted and

Vested in the

Year

over Year

Change in Fair

Value of

Equity

Awards Granted in

Prior Years

that

Vested in the Year

Awards Granted in

Prior Fiscal Years

that

are Determined to Fail

to Meet the Applicable

Vesting Conditions

During the Applicable

Fiscal Year

Equity award

adjustments

First PEO

2025

($1,803,000)

$175,200

($1,627,800)

2024

$6,142,300

Second PEO

2024

$469,121

$183,382

$155,445

($223,464)

$584,484

2023

$203,927

($550,377)

$4,729

($341,721)

(6)

Represents the

average of

the amounts

reported for

our non-PEO

NEOs as

a group

in the

“Total”

column of

the Summary

Compensation Table

in each applicable fiscal year.

(7)

Represents the average amount of “compensation actually paid”

to the non-PEO NEOs as a

group, as computed in accordance

with Item 402(v) of Regulation

S-K. The dollar amounts do

not necessarily reflect the actual

average amount of compensation

earned by or paid to the

non-PEO NEOs as a group

during the applicable fiscal year.

In accordance with the requirements

Item

402(v)

Regulation

S-K,

the

following

adjustments

were

made

average

total

Summary

Compensation

Table

compensation for the non-PEO NEOs as a group for each year to determine the

compensation actually paid

Year

Average Reported

Summary

Compensation Table

Total

for

Non-PEO NEOs

Average Reported

Value

of Equity Awards

Average Equity Award

Adjustments

Average Compensation

Actually Paid to Non-PEO

NEOs

(a)

(b)

2025

$1,270,452

($701,550)

$375,038

$943,940

2024

$1,298,856

($498,661)

$547,042

$1,347,237

2023

$1,283,723

($681,395)

$323,142

$925,470

(a)

The grant date fair value of equity awards represents the total of the amounts

reported in the “Stock Awards”

and

“Option Awards”

columns in the Summary Compensation Table

for the applicable fiscal year.

(b)

The equity award adjustments for each applicable fiscal year include the

addition (or subtraction, as applicable) are as

discussed above in footnote (6)(b), and there were no adjustments related to

item (vi) in footnote (6)(b). The amounts

deducted or added in calculating the equity award adjustments for our non-PEO

NEOs are as follows

(i)

(ii)

(iii)

(iv)

(v)

Year

Average Year

End Fair Value

of Unvested

Covered Year

Equity Awards

Year

over Year

Average Change

Fair Value

Outstanding and

Unvested Prior

Year

Equity

Awards

Average Fair

Value as of

Vesting Date

Equity Awards

Granted and

Vested in the

Year

over Year

Average Change

Fair Value

of Equity

Awards Granted in

Prior Years

that

Vested in the Year

Average Awards

Granted in Prior

Fiscal Years

that are

Determined to Fail to

Meet the Applicable

Vesting Conditions

During the Applicable

Fiscal Year

Average equity

award

adjustments

2025

$394,525

($12,225)

($7,262)

$375,038

2024

$532,489

$60,656

$69,660

($115,763)

$547,042

2023

$280,876

($159,394)

$341,250

($36,790)

($102,800)

$323,142

(8)

Cumulative total shareholder

return (“TSR”) is calculated

by dividing the

Amendment: SEC Form 10-K/A filed by Lesaka Technologies Inc.