10q10k10q10k.net

What changed in Karooooo Ltd.'s 20-F — 2023 vs 2024

vs

Paragraph-level year-over-year comparison of Karooooo Ltd.'s 2023 and 2024 20-F annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+332 added−323 removedSource: 20-F (2024-06-13) vs 20-F (2023-06-13)

Top changes in Karooooo Ltd.'s 2024 20-F

332 paragraphs added · 323 removed · 294 edited across 6 sections

Item 2. Properties

Properties — owned and leased real estate

1 edited+0 added−0 removed1 unchanged
Biggest changeTHE OFFER AND LISTING 85 Item 10. ADDITIONAL INFORMATION 86 Item 11. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK 95 Item 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 96 PART II 97 Item 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 97
Biggest changeTHE OFFER AND LISTING 85 Item 10. ADDITIONAL INFORMATION 86 Item 11. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK 95 Item 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 96 PART II 97 Item 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 97 Item 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS 97 Item 15.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

107 edited+8 added−3 removed427 unchanged
Biggest changeAny changes in third-party service levels at our data centers or any errors, defects, disruptions, or other performance problems with our solutions could harm our reputation and may damage our data. Interruptions in our services might reduce our revenue, cause us to issue credits or refunds to customers, subject us to potential liability, or harm our customer retention rate.
Biggest changeIn the event of a disaster in which our disaster recovery systems are irreparably damaged or destroyed, we could experience interruptions in access to our solutions. Any changes in third-party service levels at our data centers or any errors, defects, disruptions, or other performance problems with our solutions could harm our reputation and may damage our data.
However, we may prove unsuccessful either in developing new software features or in expanding the third-party software and products with which our SaaS platform integrates, and such third-party software and products may become incompatible or replace our solutions, and such efforts may not be cost-effective - See “Our platform integrates with third-party technologies and if our platform becomes incompatible with these technologies, our platform would lose functionality and flexibility and our customer acquisition and retention could be adversely affected.” In addition, the success of any enhancement or new feature depends on several factors, including the timely completion, introduction and market acceptance of the enhancement or feature.
However, we may prove unsuccessful either in developing new software features or in expanding the third-party software and products with which our SaaS platform integrates, such third-party software and products may become incompatible or replace our solutions, and such efforts may not be cost-effective – See “Our platform integrates with third-party technologies and if our platform becomes incompatible with these technologies, our platform would lose functionality and flexibility and our customer acquisition and retention could be adversely affected.” In addition, the success of any enhancement or new feature depends on several factors, including the timely completion, introduction and market acceptance of the enhancement or feature.
If our systems were to fail or be negatively impacted as a result of a natural disaster, pandemic or other catastrophic event, our ability to deliver our services to our customers would be impaired, our reputation could suffer and we could be subject to contractual penalties. The market for SaaS fleet management solutions is highly fragmented and competitive.
If our systems were to fail or be negatively impacted as a result of a natural disaster, pandemic or other catastrophic event, the ability to deliver our services to our customers would be impaired, our reputation could suffer and we could be subject to contractual penalties. The market for SaaS fleet management solutions is highly fragmented and competitive.
In addition, wireless carriers, such as Verizon, offer SaaS fleet management solutions that benefit from the carrier’s scale and cost advantages, which we may be unable to match. Similarly, vehicle OEMs may provide factory embedded or after-market installed devices and effectively compete against us directly or indirectly by partnering with other fleet management service providers.
In addition, wireless carriers, such as Verizon, offer SaaS fleet management solutions that benefit from the carrier’s scale and cost advantages, which we may be unable to match. Similarly, vehicle OEMs may provide factory embedded or after-market installed devices and effectively compete against us by directly or indirectly partnering with other fleet management service providers.
An actual or perceived reduction in vehicle theft may adversely impact demand for certain of our applications, which could result in a loss of customers and a decline in growth. Demand for our vehicle tracking and asset recovery solutions is influenced by prevailing or expected vehicle theft rates.
An actual or perceived reduction in theft rates may adversely impact demand for certain of our applications, which could result in a loss of customers and a decline in growth. Demand for our vehicle tracking and asset recovery solutions is influenced by prevailing or expected theft rates.
While we operate in numerous jurisdictions and our software platform and local company websites are designed for ease of localizations, we may find it difficult to localize our local company website and software platform into certain foreign languages, and we may be required to invest significant resources in order to do so into markets in which we do not yet operate.
While we operate in numerous jurisdictions and our software platform and local company websites are designed for ease of localizations, we may find it difficult to localize our company website and software platform into certain foreign languages, and we may be required to invest significant resources in order to do so into markets in which we do not yet operate.
Our revenue from new markets may not exceed the costs of establishing, marketing, and maintaining our international offerings. In addition, conducting expanded international operations would subject us to new risks.
Our revenue from new markets may not exceed the costs of establishing, marketing, and maintaining our offerings. In addition, conducting expanded international operations would subject us to new risks.
A valuable component of our solutions is our ability to analyze this data to present the user with actionable business intelligence. We obtain our data from a variety of sources, including our customers and third-party sources or service providers.
A valuable component of our solutions is our ability to analyze this data and present the user with actionable business intelligence. We obtain our data from a variety of sources, including our customers and third-party sources or service providers.
In Singapore, the Personal Data Protection Act 2012, No. 26 of 2012 of Singapore generally requires organizations to give notice and obtain consents prior to collection, use or disclosure of personal data (data, whether true or not, about an individual who can be identified from that data or other accessible information).
In Singapore, the Personal Data Protection Act 2012, No. 26 of 2012 generally requires organizations to give notice and obtain consents prior to collection, use or disclosure of personal data (data, whether true or not, about an individual who can be identified from that data or other accessible information).
We generally provide firmware updates to our customers by “over-the-air” wireless communication of the updated firmware directly to our customers’ telematics devices. If the firmware does not function as expected and prevents the uploading of updated firmware, it would require direct servicing of the installed on-board computer by trained personnel resulting in significant costs.
We generally provide firmware updates to our customers by “over-the-air” wireless communication directly to our customers’ telematics devices. If the firmware does not function as expected and prevents the uploading of updated firmware, it would require direct servicing of the installed on-board computer by trained personnel resulting in significant costs.
We have experienced, and may in the future experience, disruptions, outages, and other performance problems due to a variety of factors, including infrastructure changes, introductions of new functionality, human or software errors, capacity constraints due to an overwhelming number of users accessing our solutions and platform capabilities simultaneously, denial of service attacks, or other security-related incidents.
We have experienced, and may experience in the future, disruptions, outages, and other performance problems due to a variety of factors, including infrastructure changes, introductions of new functionality, human or software errors, capacity constraints due to an overwhelming number of users accessing our solutions and platform capabilities simultaneously, denial of service attacks, or other security-related incidents.
It may become increasingly difficult to maintain and improve our performance, especially during peak usage times and as our solutions and platform capabilities become more complex and our user traffic increases.
It may become increasingly difficult to maintain and improve our performance, especially during peak usage times and as our solutions and platform capabilities become more complex and our user traffic increases.
In case of any breach of these representations and warranties, we would be required to take certain remedial steps, including: modifying the solution, defending our subscribers in any litigation arising from an intellectual property rights infringement claim by a third-party, providing functionally equivalent replacements to the subscribers, rectifying the defect and indemnifying our subscribers for any direct losses arising from such a breach of representations and warranties.
In the case of any breach of these representations and warranties, we would be required to take certain remedial steps, including: modifying the solution, defending our subscribers in any litigation arising from an intellectual property rights infringement claim by a third-party, providing functionally equivalent replacements to the subscribers, rectifying the defect and indemnifying our subscribers for any direct losses arising from such a breach of representations and warranties.
Even if not successful, a product liability claim brought against us would likely be time-consuming and costly and could seriously damage our reputation in the marketplace, making it harder for us to sell our solutions. 20 An assertion by a third party that we are infringing on its intellectual property could subject us to costly and time- consuming litigation or expensive licenses and our business could be harmed.
Even if not successful, a product liability claim brought against us would likely be time-consuming, costly and could seriously damage our reputation in the marketplace, making it harder for us to sell our solutions. 20 An assertion by a third party that we are infringing on its intellectual property could subject us to costly and time- consuming litigation or expensive licenses and our business could be harmed.
Risks Related to Legal Proceedings We may incur material losses and costs as a result of lawsuits or claims that may be brought against us which are related to product liability, warranty, product recalls, client service interruptions or other matters, and any litigation against us could be costly and time-consuming to defend and could harm our business, financial condition and results of operations.
Risks Related to Legal Proceedings We may incur material losses and costs as a result of lawsuits or claims that may be brought against us which are related to product liability, warranty, product recalls, client service interruptions or other matters, and any litigation against us could be costly and time-consuming to defend and could harm our business, financial condition and results of operations.
Risks Relating to Our Operations in South Africa and Other Emerging Markets We conduct a material amount of our business in foreign currencies, which heightens our exposure to the risk of exchange rate fluctuations.
Risks Relating to Our Operations in South Africa and Other Emerging Markets We conduct a material amount of our business in foreign currencies, which heightens our exposure to the risk of exchange rate fluctuations.
We are subject to fluctuations in foreign exchange rates between the South African rand, our reporting currency, and currencies of other countries where we market our solutions or source our raw components, for example the Euro, Mozambican metical, the Singapore dollar and Polish zloty.
We are subject to fluctuations in foreign exchange rates between the South African rand, our reporting currency, and currencies of other countries where we market our solutions or source our raw components, for example the Euro, Mozambican metical, the Singapore dollar and Polish zloty.
These risks include: ● the strength of emerging market economies; ● fluctuations in interest rates; ● political and economic instability, including higher rates of inflation and currency fluctuations; ● high levels of crime and unemployment; ● inconsistent supply or failure of infrastructure; ● higher levels of corruption, including bribery of public officials; ● loss due to civil strife, acts of war or terrorism, guerrilla activities and insurrection; ● a lack of well-developed legal systems which could make it difficult for us to enforce our intellectual property and contractual rights; ● potential adverse changes in laws and regulatory practices, including import and export license requirements and restrictions, tariffs, taxation and other laws or policies affecting foreign trade or investment; 25 ● restrictions on the right to convert or repatriate currency or export assets; ● introduction or changes to indigenization and empowerment programs; ● logistical and communications challenges; ● difficulties in staffing and managing operations and ensuring the safety of our employees; ● greater risk of uncollectible accounts and longer collection cycles; and ● future downgrades of the debt ratings of the countries in which we operate, particularly in South Africa, where the three major rating agencies have all downgraded South Africa’s sovereign debt credit rating below investment-grade status; If we are unable to effectively manage these risks, it could have a material adverse effect on our business, financial condition and results of operations.
These risks include: ● the strength of emerging market economies; ● fluctuations in interest rates; ● political and economic instability, including higher rates of inflation and currency fluctuations; ● high levels of crime and unemployment; ● inconsistent supply or failure of infrastructure; ● higher levels of corruption, including bribery of public officials; ● loss due to civil strife, acts of war or terrorism, guerrilla activities and insurrection; ● a lack of well-developed legal systems which could make it difficult for us to enforce our intellectual property and contractual rights; ● potential adverse changes in laws and regulatory practices, including import and export license requirements and restrictions, tariffs, taxation and other laws or policies affecting foreign trade or investment; 25 ● restrictions on the right to convert or repatriate currency or export assets; ● introduction of or changes to indigenization and empowerment programs; ● logistical and communications challenges; ● difficulties in staffing and managing operations and ensuring the safety of our employees; ● greater risk of uncollectible accounts and longer collection cycles; and ● future downgrades of the debt ratings of the countries in which we operate, particularly in South Africa, where the three major rating agencies have all downgraded South Africa’s sovereign debt credit rating below investment-grade status; If we are unable to effectively manage these risks, it could have a material adverse effect on our business, financial condition and results of operations.
For example, the Singapore Companies Act requires a director to act with reasonable degree of diligence in the discharge of the duties of his office and, in certain circumstances, imposes criminal liability for specified contraventions of particular statutory requirements or prohibitions.
For example, the Singapore Companies Act requires a director to act with a reasonable degree of diligence in the discharge of the duties of his office and, in certain circumstances, imposes criminal liability for specified contraventions of particular statutory requirements or prohibitions.
Any decrease in the price of ordinary shares one either of these markets could cause a decrease in the trading prices of ordinary shares on the other market. 31 Sales of substantial amounts of our ordinary shares in the public market, or the perception that these sales may occur, could cause the market price of our ordinary shares to decline.
Any decrease in the price of ordinary shares on either one of these markets could cause a decrease in the trading prices of ordinary shares on the other market. 31 Sales of substantial amounts of our ordinary shares in the public market, or the perception that these sales may occur, could cause the market price of our ordinary shares to decline.
Any event that significantly disrupts our service or exposes our data to misuse could damage our reputation and harm our business and results of operations, including reducing our revenue, causing us to issue credits to customers, subjecting us to potential liability, harming our churn rates, or increasing our cost of acquiring new customers. 17 We host our solutions and serve all of our customers from our network servers, which are principally located at third-party data center facilities in South Africa, Singapore, the Netherlands, United Arab Emirates and France.
Any event that significantly disrupts our service or exposes our data to misuse could damage our reputation and harm our business and results of operations, including reducing our revenue, causing us to issue credits to customers, subjecting us to potential liability, increasing our churn rates, or increasing our cost of acquiring new customers. 17 We host our solutions and serve all of our customers from our network servers, which are principally located at third-party data center facilities in South Africa, Singapore, the Netherlands, United Arab Emirates and France.
We may have difficulty meeting such specifications in the expected timelines. 5G markets will develop at different rates and we may encounter challenges to varying degrees in different countries. If are unable to manage challenges related to 5G markets and related opportunities, it could have a material adverse effect on our financial condition and results of operations.
We may have difficulty meeting such specifications and within the expected timelines. 5G markets will develop at different rates and we may encounter challenges to varying degrees in different countries. If are unable to manage challenges related to 5G markets and related opportunities, it could have a material adverse effect on our financial condition and results of operations.
Interruption in the supply of components from our contract manufacturers could impair our production capacity, and further, we may not have recourse against our suppliers through contractual representations, warranties, indemnification provisions or otherwise, which could have a material adverse effect on our business, results of operations and financial condition.
Interruption in the supply of components from our contract manufacturers could impair our production capacity, and we may not have recourse against our suppliers through contractual representations, warranties, indemnification provisions or otherwise, which could have a material adverse effect on our business, results of operations and financial condition.
Entering into subscription agreements with customers, particularly consumers and sole proprietors whose credit may not be as strong as our large enterprise clients, exposes us to credit risk in the event of customer defaults, and we may not be paid all amounts due under our subscription agreements.
Entering into subscription agreements with customers, particularly consumers and sole proprietors whose credit may not be as strong as that of our large enterprise clients, exposes us to credit risk in the event of customer defaults, and we may not be paid all amounts due under our subscription agreements.
The Protection of Personal Information Act, No. 4 of 2013 (the “POPI Act”) applies to each of our South African subsidiaries. We have updated and will continue to evaluate our group data protection and security policies, charters, and procedures to assist in maintaining data privacy and data security in line with international practices.
The Protection of Personal Information Act, No. 4 of 2013 (the “POPI Act”) applies to our South African subsidiaries. We have updated and will continue to evaluate our Group data protection and security policies, charters, and procedures to assist in maintaining data privacy and data security in line with international practices.
Our growth has placed, and may continue to place, a significant pressure on our managerial, administrative, operational, financial and other resources. We intend to further expand our overall business, customer base, headcount and operations. Our global organization and workforce require substantial management effort to maintain.
Our growth has placed, and may continue to place, significant pressure on our managerial, administrative, operational, financial and other resources. We intend to further expand our overall business, customer base, headcount and operations. Our global organization and workforce require substantial management effort to maintain.
The CCPA also provides for civil penalties for violations, as well as a private right of action for data breaches that may increase the volume of and costs associated data breach litigation. The California Attorney General may also bring enforcement actions under the CCPA resulting in financial penalties for violations.
The CCPA also provides for civil penalties for violations, as well as a private right of action for data breaches that may increase the volume of, and costs associated with, data breach litigation. The California Attorney General may also bring enforcement actions under the CCPA resulting in financial penalties for violations.
Our suppliers and customers are also subject to the risk of catastrophic events. In those events, our ability to deliver our services in a timely manner, as well as the demand for our solutions, may be adversely impacted by factors outside our control.
Our suppliers and customers are also subject to the risk of catastrophic events. In those circumstances, our ability to deliver our services in a timely manner, as well as the demand for our solutions, may be adversely impacted by factors outside our control.
Some of the potential factors that could affect interest in and demand for fleet management solutions include: ● the effectiveness and reliability of the software platforms; ● fluctuations in fuel and vehicle maintenance costs, which are significant drivers of customer demand for SaaS fleet management solutions; ● assumptions regarding general mobile workforce inefficiency and the extent to which efficiency can be improved through SaaS fleet management solutions; ● the level of governmental and regulatory burden on the fields of transportation and occupational health and safety; ● the price, performance, features, functionality and availability of solutions that compete with ours; and ● our ability to maintain high levels of customer satisfaction.
Some of the potential factors that could affect interest in and demand for fleet management solutions include: ● the effectiveness and reliability of the software platforms; ● fluctuations in fuel and vehicle maintenance costs, which are significant drivers of customer demand for SaaS fleet management solutions; ● assumptions regarding general mobile workforce inefficiency and the extent to which efficiency can be improved through SaaS fleet management solutions; ● the extent of governmental and regulatory burden placed on the fields of transportation and occupational health and safety; ● the price, performance, features, functionality and availability of solutions that compete with ours; and ● our ability to maintain high levels of customer satisfaction.
In addition, the cost of purchased listings has increased in the past and may continue to increase in the future. Additionally, in regions where we are reliant on inside sales and field sales teams, an increase in labor costs may increase our lead generation costs and cost of customer acquisition.
In addition, the cost of purchased listings has increased in the past and may continue to increase in the future. In regions where we are reliant on inside sales and field sales teams, an increase in labor costs may increase our lead generation costs and cost of customer acquisition.
Our licensees are independent businesses and the employees who work for our licensees are not our employees, and we do not exercise control over their day-to-day operations. Our licensees may not operate their businesses in a manner consistent with industry standards or may not attract and retain qualified employees.
Our licensees are independent businesses and the employees who work for our licensees are not our employees, nor do we exercise control over their day-to-day operations. Our licensees may not operate their businesses in a manner consistent with industry standards or may not attract and retain qualified employees.
Our inability to market and sell our solutions to new customers or partner with OEMs to embed our solutions into their devices prior to their initial sale could have a material adverse effect on our ability to grow our subscriber base and increase revenue.
The inability to market and sell our solutions to new customers or partner with OEMs to embed our solutions into their devices prior to their initial sale could have a material adverse effect on our ability to grow our subscriber base and increase revenue.
An interruption in the supply of components could impair our production capacity and affect hardware manufacturing output adversely affecting distribution. The manufacturing of our core hardware requires advanced production planning, including the purchase of specific components and evaluation of component-related design elements.
An interruption in the supply of components could impair our production capacity and affect hardware manufacturing output, thereby adversely affecting distribution. The manufacturing of our core hardware requires advanced production planning, including the purchase of specific components and evaluation of component-related design elements.
Our errors and omissions insurance coverage covering certain security and privacy damages and claim expenses may not be sufficient to compensate for all liabilities we may incur. 18 In addition, our and our third-party vendors’ systems, operations and information technology systems are vulnerable to damage or interruption from human error, physical break-ins, unauthorized access, computer hackers, computer viruses, worms, malicious applications, distributed denial of service attacks, spurious spam attacks, intentional acts of vandalism and similar events.
Our errors and omissions insurance coverage mitigating certain security and privacy damages and claim expenses may not be sufficient to compensate for all liabilities we may incur. 18 In addition, our and our third-party vendors’ systems, operations and information technology systems are vulnerable to damage or interruption from human error, physical break-ins, unauthorized access, computer hackers, computer viruses, worms, malicious applications, distributed denial of service attacks, spurious spam attacks, intentional acts of vandalism and similar events.
RISK FACTOR SUMMARY Risks Relating to Our Business and Operations ● We may not be able to add new customers and retain existing customers, which could have a material adverse effect on our ability to grow our business and increase revenue. ● We may not be able to retain or drive margin expansion with our existing customers, which could adversely affect our financial results. ● The effects of a pandemic or widespread outbreak of an illness, the Russia-Ukraine conflict, geopolitical tensions involving China, and similar macroeconomic events, including financial distress caused by recent or potential bank failures, global supply chain challenges, foreign currency fluctuations, elevated inflation and interest rates and monetary policy changes, could have a material adverse effect on our business, financial condition and results of operations. ● Our inability to adapt to rapid technological change in our industry and related industries could impair our ability to remain competitive and adversely affect our results of operations. 1 ● Our inability to successfully recover should we experience a disaster or other business continuity problem could cause material financial loss, loss of human capital, regulatory actions, reputational harm or legal liability. ● The market for SaaS fleet management solutions is highly fragmented and competitive.
RISK FACTOR SUMMARY Risks Relating to Our Business and Operations ● We may not be able to add new customers and retain existing customers, which could have a material adverse effect on our ability to grow our business and increase revenue. ● We may not be able to retain or drive margin expansion with our existing customers, which could adversely affect our financial results. ● The effects of a pandemic or widespread outbreak of an illness, the Russia-Ukraine conflict, geopolitical tensions, and similar macroeconomic events, including financial distress caused by recent or potential bank failures, global supply chain challenges, foreign currency fluctuations, elevated inflation and interest rates and monetary policy changes, could have a material adverse effect on our business, financial condition and results of operations. ● Our inability to adapt to rapid technological change in our industry and related industries could impair our ability to remain competitive and adversely affect the results of our operations. 1 ● Our inability to successfully recover should we experience a disaster or other business continuity issue could cause material financial loss, loss of human capital, regulatory actions, reputational harm and/or legal liability. ● The market for SaaS fleet management solutions is highly fragmented and competitive.
Moreover, we cannot ensure that we have not incorporated additional open-source software in our software in a manner that is inconsistent with the terms of the applicable license or our current policies and procedures.
Moreover, we cannot ensure that we have not incorporated additional open-source software in our software in a manner that is inconsistent with the terms of the applicable license or our current or future policies and procedures.
Many potential entrants may have competitive advantages over us, such as greater name recognition, longer operating histories, more varied services and larger marketing budgets, as well as greater financial, technical and other resources.
Potential entrants may have competitive advantages over us, such as greater name recognition, longer operating histories, more varied services and larger marketing budgets, as well as greater financial, technical and other resources.
If any of these policies or practices change, revenues from sale of our solutions could decline, which could have a material adverse effect on our business, results of operations and financial condition.
If any of these policies or practices change, revenues from the sale of our solutions could decline, which could have a material adverse effect on our business, results of operations and financial condition.
Our business, financial condition and results of operations may be adversely affected by changes in government policies or regulations, including such factors as exchange rate and exchange control policies, inflation control policies, price control policies, consumer protection policies, import duties and restrictions, liquidity of domestic capital and lending markets, electricity rationing, tax policies, including tax increases and retroactive tax claims, and other political, diplomatic, social and economic developments in or affecting the countries where we operate.
Our business, financial condition and results of operations may be adversely affected by changes in government policies or regulations, including such factors as exchange rate and exchange control policies, inflation control policies, price control policies, consumer protection policies, import duties and restrictions, liquidity of domestic capital and lending markets, electricity rationing, tax policies, including tax increases and retroactive tax claims, and other political, diplomatic, social and economic developments in or affecting the countries in which we operate.
If we do not compete effectively in such markets, our operating results may be harmed. ● An increase in factory-fitted or embedded telematics technology in new vehicles in our markets could result in reduced demand for our SaaS platform, which could have a material adverse effect on our revenue. ● Our dependence on various lead generation programs could adversely affect our operating results if we need to pay more for such programs or we are unable to attract new customers at the same rate. ● If we are unable to successfully convert customer sales leads into customers on a cost-effective basis, our revenue and results of operations would be adversely affected.
If we do not compete effectively in such markets, our operating results may be harmed. ● An increase in factory-fitted or embedded telematics technology in new vehicles in our markets could result in reduced demand for our SaaS platform, which could have a material adverse effect on our revenue. ● Our dependence on various lead generation programs could adversely affect our operating results if we are required to pay more for such programs or we are unable to attract new customers at the same historic rate. ● If we are unable to successfully convert customer sales leads into customer sales on a cost-effective basis, our revenue and results of operations would be adversely affected.
If we fail to manage our growth effectively, we may be unable to execute our business plan, maintain high levels of service or address competitive challenges adequately. ● We may not effectively execute on our expansion strategy, which may adversely affect our ability to maintain our historical growth and earnings trends. ● Investments into our SaaS platform and technology infrastructure may not yield the desired results. ● If we fail to maintain or enhance our brand recognition or reputation, our business could be harmed. ● Our corporate culture has contributed to our success, and if we cannot maintain this culture, we could lose the innovation, creativity and teamwork fostered by our culture, which could harm our business. 2 Risks Relating to Our Intellectual Property, Data Privacy and Cybersecurity ● Evolving regulation and changes in applicable laws relating to the Internet and data privacy may increase our expenditures related to compliance efforts or otherwise limit the solutions we can offer, which may harm our business and adversely affect our financial condition. ● Any significant disruption in service on our SaaS platform or in our computer systems, through cybersecurity breaches, computer viruses or otherwise or disruption of our platform, could damage our reputation and result in a loss of customers, which would harm our business and results of operations. ● Security or privacy breaches in our electronic transactions or data may expose us to additional liability or result in a loss of customers, either of which events could harm our business.
If we fail to manage our growth effectively, we may be unable to execute our business plan, maintain high levels of service or address competitive challenges adequately. ● We may not effectively execute on our expansion strategy, which may adversely affect our ability to maintain our historical growth and earnings trends. ● Investments into our SaaS platform and technology infrastructure may not yield the desired results. ● If we fail to maintain or enhance our brand recognition or reputation, our business could be harmed. ● Our corporate culture has contributed to our success, and if we cannot maintain this culture, we could lose the innovation, creativity and teamwork fostered by our culture, which could harm our business. 2 Risks Relating to Our Intellectual Property, Data Privacy and Cybersecurity ● Evolving regulation and changes in applicable laws relating to the Internet and data privacy may increase our expenditure on compliance measures or otherwise limit the solutions we can offer, which may harm our business and adversely affect our financial condition. ● Any significant disruption in service on our SaaS platform or in our computer systems, through cybersecurity breaches, computer viruses or otherwise or disruption of our platform, could damage our reputation and result in a loss of customers, which would harm our business and results of operations. ● Security or privacy breaches in our electronic transactions or data may expose us to additional liability or result in a loss of customers, either of which events could harm our business.
For example, we utilize semiconductor chips in certain of the hardware products that we manufacture. Over the last several fiscal years, there has been an ongoing global silicon component shortage, which has resulted in increases in the cost of devices and components and delays in shipments of goods across many industries, including components used in our IoT devices.
For example, we utilize semiconductor chips in certain of the hardware products that we manufacture. Over the last several financial years, there has been an ongoing global silicon component shortage, which has resulted in increases in the cost of devices and components and delays in shipments of goods across many industries, including components used in our IoT devices.
If our platform is unavailable or if our users are unable to access our solutions and platform capabilities within a reasonable amount of time or at all, we may experience a loss of customers, lost or delayed market acceptance of our platform and solutions, delays in payment to us by customers, injury to our reputation and brand, legal claims against us, and the diversion of our resources.
If our platform is unavailable or if our users are unable to access our solutions and platform capabilities within a reasonable amount of time or at all, we may experience a loss of customers, lost or delayed market acceptance of our platform and solutions, delays in payment to us by customers, harm to our reputation and brand, legal claims against us, and the diversion of our resources.
If our solutions and platform capabilities are unavailable or if our users are unable to access our solutions and platform capabilities within a reasonable amount of time or at all, we may experience a loss of customers, lost or delayed market acceptance of our platform and solutions, delays in payment to us by customers, injury to our reputation and brand, legal claims against us, and the diversion of our resources.
If our solutions and platform capabilities are unavailable or if our users are unable to access our solutions and platform capabilities within a reasonable amount of time or at all, we may experience a loss of customers, lost or delayed market acceptance of our platform and solutions, delays in payment to us by customers, harm to our reputation and brand, legal claims against us, and the diversion of our resources.
Any patents or trademarks that may issue in the future from future patent and trademark applications may not provide sufficiently broad protection and may not be enforceable in actions against alleged infringers. Even upon intellectual property rights registration, there is no certainty that our intellectual property rights will provide us with substantial protection or commercial benefit.
Any patents or trademarks that may be issued in the future from future patent and trademark applications may not provide sufficiently broad protection and may not be enforceable in actions against alleged infringers. Even upon intellectual property rights registration, there is no certainty that our intellectual property rights will provide us with substantial protection or commercial benefit.
Therefore, a challenge as to our, or our businesses’, tax position or status or transactions, even if unsuccessful, may have a material adverse effect on our business, financial condition, results of operations or liquidity or the business, financial condition, results of operations or liquidity of our businesses. 27 A breach of any of the covenants or other provisions contained in our credit facilities could result in an event of default, which could result in amounts outstanding under our credit facilities becoming immediately due and payable as well as foreclosure by our lenders upon our critical assets.
Therefore, a challenge as to our, or our businesses’, tax position or status or transactions, even if unsuccessful, may have a material adverse effect on our business, financial condition, results of operations or liquidity of our businesses. 27 A breach of any of the covenants or other provisions contained in funding facilities could result in an event of default, which could result in amounts outstanding under these facilities becoming immediately due and payable as well as foreclosure by our lenders upon our critical assets.
Although to date this integration has been accomplished using application programming interfaces (“API”), other open software interfaces and simple physical linkages, we cannot guarantee that this ease of integration will continue or that we will be able to integrate with other products as easily or without additional cost.
Although to date this integration has been accomplished using application programming interfaces (“API”), other open software interfaces and simple physical linkages, we cannot guarantee that this ease of integration will continue or that we will be able to integrate with other products as easily in future or without additional cost.
There has also been an increase in consumer preferences for mobility on demand (“MoD”) services, such as car and ride-sharing, as opposed to automobile ownership, which may result in a long-term reduction in the number of vehicles per capita and sales of new vehicles.
There has also been an increase in consumer preferences for mobility on demand (“MoD”) services, such as vehicle and ride-sharing, as opposed to automobile ownership, which may result in a long-term reduction in the number of vehicles per capita and sales of new vehicles.
Although we have made contingent arrangements for use of generators at our various locations, the lack of a constant, reliable supply of electricity could have a material adverse effect on our business, financial condition and results of operations. Even with our disaster recovery arrangements, our services could be interrupted.
Although we have made contingency arrangements for use of generators at our various locations, the lack of a constant, reliable supply of electricity could have a material adverse effect on our business, financial condition and results of operations. Even with our disaster recovery arrangements, our services could be interrupted.
If we do not compete effectively in such markets, our operating results may be harmed. The market for SaaS fleet management solutions, including tracking and mobility solutions is highly fragmented, consisting of a significant number of vendors, competitive and rapidly changing.
If we do not compete effectively in such markets, our operating results may be harmed. The market for SaaS fleet management solutions, including tracking and mobility solutions is characterized as highly fragmented, consisting of a significant number of vendors, competitive and rapidly changing.
We have developed a scalable and proprietary SaaS platform to facilitate and integrate our business operations, data gathering analysis and online marketing capabilities and have invested significant capital and time into building and updating our SaaS platform and infrastructure. In order to remain competitive, we expect to continue to make significant investments into our technology.
We have developed a scalable and proprietary SaaS platform to facilitate and integrate our business operations, data gathering analysis and online marketing capabilities and have invested significant capital and time into building and enhancing our SaaS platform and infrastructure. In order to remain competitive, we expect to continue to make significant investments into our technology.
Risks Relating to Our Intellectual Property, Data Privacy and Cybersecurity Evolving regulation and changes in applicable laws relating to the Internet and data privacy may increase our expenditures related to compliance efforts or otherwise limit the solutions we can offer, which may harm our business and adversely affect our financial condition.
Risks Relating to Our Intellectual Property, Data Privacy and Cybersecurity Evolving regulation and changes in applicable laws relating to the Internet and data privacy may increase our expenditure related to compliance efforts or otherwise limit the solutions we can offer, which may harm our business and adversely affect our financial condition.
The effects of a pandemic or widespread outbreak of an illness, the Russia-Ukraine conflict, geopolitical tensions involving China, and similar macroeconomic events, including financial distress caused by recent or potential bank failures, global supply chain challenges, foreign currency fluctuations, elevated inflation and interest rates and monetary policy changes, could have a material adverse effect on our business, financial condition and results of operations.
The effects of a pandemic or widespread outbreak of an illness, the Russia-Ukraine conflict, conflict in the Middle East, geopolitical tensions involving China, and similar macroeconomic events, including financial distress caused by recent or potential bank failures, global supply chain challenges, foreign currency fluctuations, elevated inflation and interest rates and monetary policy changes, could have a material adverse effect on our business, financial condition and results of operations.
In addition, recent bank failures in the United States and Europe have caused uncertainty across the global banking sector and financial markets.
In addition, bank failures in the United States and Europe have caused uncertainty across the global banking sector and financial markets.
We are also required by the Singapore Companies Act to deduct corresponding amounts from fees or other remuneration payable by us to such of the directors as are in default. Singapore take-over laws contain provisions that may vary from those in other jurisdictions.
We are also required by the Singapore Companies Act to deduct corresponding amounts from fees or other remuneration payable by us to such of the directors who are in default. Singapore take-over laws contain provisions that may vary from those in other jurisdictions.
Customers may choose to cancel or not renew their subscriptions for a number of reasons, including the belief that our solutions are not required for their personal or business needs or are otherwise not cost-effective, a desire to reduce discretionary spending, a belief that our competitors’ solutions provide better value, or economic downturn in their industries or the geography in which they operate, and customers may not renew their subscriptions when they refresh their fleet with new vehicles.
Customers may choose to cancel or not renew their subscriptions for a number of reasons, including the belief that our solutions are not required for their personal or business needs or are otherwise not cost-effective, a desire to reduce discretionary spending, a belief that our competitors’ solutions provide better value, an economic downturn in their industries or the markets in which they operate, and customers may not renew their subscriptions when they refresh their fleet with new vehicles.
Our ability to provide an advanced software platform to existing customers in a cost-effective manner will depend in significant part on our ability to anticipate industry evolution, practices and standards and to continue to enhance our platform and existing software solutions, such as integration with fuel cards, GPS navigation devices, as well as various third-party software and products manufactured by original equipment manufacturers, or OEMs, or partnership with vehicle insurance providers, or to introduce or acquire new software features on a timely basis to keep pace with technological developments both within our industry and in related industries, including integration with developing technologies and platforms such as artificial intelligence (“AI”), machine learning and big data analytics.
Our ability to provide an advanced software platform to existing customers in a cost-effective manner depends, in significant part, on our ability to anticipate industry evolution, practices and standards and to continue to enhance our platform and existing software solutions, such as integration with fuel cards, GPS navigation devices, as well as various third-party software and products manufactured by original equipment manufacturers (“OEMs”), or partnership with vehicle insurance providers, or to introduce or acquire new software features on a timely basis to keep pace with technological developments both within our industry and in related industries, including integration with developing technologies and platforms such as artificial intelligence (“AI”), machine learning and big data analytics.
In the event those interpretations eventually prove different from the interpretations of regulatory authorities, we may be penalized or precluded from carrying on our previous activities. 16 Our software platform may contain undetected defects or software errors, which could result in damage to our reputation, market rejection of our products, or adversely affect our business, financial condition and results of operations.
In the event those interpretations are different from the interpretations of regulatory authorities, we may be penalized or precluded from carrying on our previous activities. 16 Our software platform may contain undetected defects or software errors, which could result in damage to our reputation, market rejection of our products, or adversely affect our business, financial condition and results of operations.
Operating in emerging markets, such as South Africa, subjects us to greater political, economic and market risks than those we would face if we only operated in more developed markets, which could increase our operating costs. For the year ended February 28, 2023, 78% of our revenue was derived from South Africa.
Operating in emerging markets, such as South Africa, subjects us to greater political, economic and market risks than those we would face if we only operated in more developed markets, which could increase our operating costs. For the year ended February 29, 2024, 75% (February 28, 2023: 78%) of our revenue was derived from South Africa.
A breach of any of these covenants or other provisions of our credit facilities could result in an event of default, which if not cured or waived, could result in amounts outstanding under our credit facilities becoming immediately due and payable.
A breach of any of these covenants or other provisions of credit facilities could result in an event of default, which if not cured or waived, could result in amounts outstanding under such credit facilities becoming immediately due and payable.
Moreover, such incidents could expose us to claims by our customers under various theories of liability, the outcome of which would be uncertain. Third party interference with our over-the-air transmission of firmware or with our customers’ telematics devices during such processes could have a material adverse effect our business, financial condition and results of operations.
Moreover, such incidents could expose us to various claims by our customers, the outcome of which would be uncertain. Third party interference with our over-the-air transmission of firmware or with our customers’ telematics devices during such processes could have a material adverse effect our business, financial condition and results of operations.
Any extended period of global and economic disruption resulting from a pandemic, the ongoing Russia-Ukraine conflict, other geopolitical tension and macroeconomic events such as financial institution failures, create increased uncertainty and strain on the global economy and could have a material adverse effect on our business, financial condition and results of operations.
Any extended period of global and economic disruption resulting from a pandemic, the ongoing Russia-Ukraine conflict, conflict in the Middle East, other geopolitical tension and macroeconomic events such as financial institution failures, create increased uncertainty and strain on the global economy and could have a material adverse effect on our business, financial condition and results of operations.
New vehicle sales may decline for various reasons, including adverse changes in the general economic environment, a reduction in our customers’ discretionary spending or an increase in new vehicle tariffs, taxes or gas prices.
New vehicle sales may decline for various reasons, including adverse changes in the general economic environment, a reduction in our customers’ discretionary spending or an increase in new vehicle tariffs, taxes or fuel prices.
Although we have extended our supply orders in terms of lead times and have made pre-emptive purchases to build out our inventory, we cannot guarantee that we will have sufficient inventory for our needs.
Although we have extended our supply orders in terms of lead times and have made pre-emptive purchases to build out our inventory, we cannot guarantee that we will have sufficient inventory for our needs at all times.
Any increase in tensions between China and Taiwan, or other countries, including threats of military actions or escalation of military activities, could adversely affect our supply chain partners’ operations in these areas – See “ We depend on certain key component suppliers and vendors as part of our hardware manufacturing process.
Any increase in tensions between China and Taiwan, or other countries, including threats of military actions or escalation of military activities, could adversely affect our supply chain partners’ operations in these areas – See “We depend on certain key component suppliers and vendors as part of our hardware manufacturing process.
High rates of inflation could increase our costs in such regions and decrease our operating margins. In particular, the inflation rate in South Africa, where we have significant operations, is relatively high compared to developed, industrialized countries. As of February 2023, the annual CPI stood at 7% compared to 5.7% in February 2022.
High rates of inflation could increase our costs in such regions and decrease our operating margins. In particular, the inflation rate in South Africa, where we have significant operations, is relatively high compared to developed, industrialized countries. As of February 2024, the annual CPI stood at 5.6% compared to 7% in February 2023.
While we have policies and procedures in place governing the use of force by our service provider, there can be no assurance that these policies and procedures, even if followed, would entirely mitigate any resulting reputational harm or civil and/or criminal liability resulting from any incident.
While we have policies and procedures in place governing the use of force by our service provider, there can be no assurance that these policies and procedures, even if followed, would entirely mitigate any resulting reputational harm or civil and/or criminal liability that may result from an incident.
In addition, the application of the PFIC rules is subject to certain uncertainties and the proper characterization of some of our income and assets is not entirely clear. Accordingly, there can be no assurance that we will not be a PFIC for our current or any future taxable year.
In addition, the application of the PFIC rules is subject to certain unknown factors and the proper characterization of some of our income and assets is not entirely clear. Accordingly, there can be no assurance that we will not be a PFIC for our current or any future taxable year.
Our continued growth depends in part on the ability of our existing and potential customers to access our solutions and platform capabilities at any time and within an acceptable amount of time.
Our continued growth depends in part on the ability of our existing and potential customers to access our solutions and platform capabilities at any time and within an acceptable period of time.
Compliance may affect the ability of a company to secure contracts in the public and private sectors in South Africa. We have four customers which require us to maintain specific/specified B-BBEE contributor levels as measured under the Amended Broad-Based Black Economic Empowerment Information and Communication Technology Sector Code. We currently maintain a level 8 B-BBEE contributor level.
Compliance may affect the ability of a company to secure contracts in the public and private sectors in South Africa. We have some customers that require us to maintain specific/specified B-BBEE contributor levels as measured under the Amended Broad-Based Black Economic Empowerment Information and Communication Technology Sector Code. We currently maintain a level 8 B-BBEE contributor level.
The ongoing conflict between Russia and Ukraine may adversely impact the economies of neighboring countries, such as Poland, in which we have a presence.
The ongoing conflict between Russia and Ukraine and conflict in the Middle East, may adversely impact the economies of neighboring countries, such as Poland, in which we have a presence.
Our operations in Botswana, Malawi, Rwanda, Eswatini and Zimbabwe, which are conducted by independent businesses that are licensees pursuant to franchise agreements with us, comprised 0.1% of our revenue in the year ended February 28, 2023 and 0.1% of our revenue in the year ended February 28, 2022.
Our operations in Botswana, Malawi, Rwanda, Eswatini and Zimbabwe, which are conducted by independent businesses that are licensees pursuant to franchise agreements with us, comprised 0.1% of our revenue in the year ended February 29, 2024 and 0.1% of our revenue in the year ended February 28, 2023.
We have initiated activities to migrate new installations to the next generation of cellular network compatibility in order to maximize expected useful life of our telematics devices, however, cellular carriers could in the future migrate allotted bandwidth from one network to another.
We have initiated a process to migrate new installations to the next generation of cellular network compatibility in order to maximize expected useful life of our telematics devices, however, cellular carriers could in the future migrate allotted bandwidth from one network to another.
If we do not have all requisite licenses and approvals, or do not comply with applicable statutory and regulatory requirements, the regulatory authorities could preclude or temporarily suspend us from carrying on some or all of our activities or monetarily penalize us, which could have a material adverse effect on our business, results of operations and financial condition.
If we do not have all requisite licenses and approvals, or do not comply with applicable statutory and regulatory requirements, the regulatory authorities could preclude or temporarily suspend us from carrying on some or all of our activities or institute financial penalties on us, which could have a material adverse effect on our business, results of operations and financial condition.
Department of Defense. The Department of Defense does not currently charge users for access to the satellite signals, but we cannot assure you that they will not do so in the future. It is also possible that agencies that operate GPS- equivalent services like Glonass, Galileo and QZSS begin to charge users for access.
Department of Defense. The Department of Defense does not currently charge users for access to the satellite signals, but we cannot provide assurance that they will not do so in the future. It is also possible that agencies that operate GPS equivalent services like Glonass, Galileo and QZSS begin to charge users for access.
Our inability to successfully recover should we experience a disaster or other business continuity problem could cause material financial loss, loss of human capital, regulatory actions, reputational harm or legal liability.
Our inability to successfully recover should we experience a disaster or other business continuity issue could cause material financial loss, loss of human capital, regulatory actions, reputational harm and/or legal liability.
The failure of our licensees to operate their franchises successfully could have a material adverse effect on us, our reputation, our brand and our ability to attract prospective licensees and could materially adversely affect our business, financial condition or results of operations. 10 Our licensees and their employees could take actions that could harm our business.
The failure of our licensees to operate their franchises successfully could have a material adverse effect on us, our reputation, our brand and our ability to attract prospective licensees, which could have a material adverse effect on our business, financial condition or results of operations. 10 Our licensees and their employees could take actions that could harm our business.
Risks Relating to Our Reliance on Third Parties ● The conduct of security officers engaged in stolen vehicle recovery (“SVR”) operations in support of our services from time to time involves the use of force, which could expose the Company to reputational harm or, potentially, civil and/or criminal liability. ● We depend on certain key component suppliers and vendors as part of our hardware manufacturing process.
Risks Relating to Our Reliance on Third Parties ● The conduct of security officers engaged in stolen vehicle recovery (“SVR”) operations in support of our services from time to time involves the use of force, which could expose the Company to reputational harm or, potentially, civil and/or criminal liability. ● We depend on certain key component suppliers, telemetry and video hardware vendors and OEM’s as part of our hardware manufacturing process, procurement and customer acquisition process.
If we are unable to successfully convert customer sales leads into customers on a cost-effective basis, our revenue and results of operations would be adversely affected. We generate substantially all of our revenue from the sale of subscriptions to our SaaS platform.
If we are unable to successfully convert customer sales leads into customers on a cost-effective basis, our revenue and results of operations would be adversely affected. We generate a substantial amount of our revenue from the sale of subscriptions to our SaaS platform.
If the facilities of one of our contract manufacturers were to suffer a major casualty event, it could take up to three months or longer to replace production capacity.
If the facilities of one of our contract manufacturers were to suffer a major business interruption event, it could take up to three months or longer to replace production capacity.

… 38 more changes not shown on this page.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

41 edited+2 added−6 removed112 unchanged
Biggest changeIn order to capitalize on this rapidly growing trend, we will continue to invest in technology and operating capacity across markets. Global demand. We have seen a notable rise in demand for connected vehicles, devices and mobility data across the globe, enabling our expansion across geographic regions.
Biggest changeWe have seen a notable rise in demand for connected vehicles, devices and mobility data across the globe, enabling our expansion across geographic regions. All markets remain underpenetrated, and we are capitalizing on opportunities to provide scalable, customer-centric solutions that rapidly deliver value to enterprise customers and consumers alike. New platform enhancements.
Our applications are tightly integrated to avoid the need for multiple interfaces, and include free application programming interface (“API”) integrations with enterprise resource planning (“ERP”) systems. 40 The principal components of our SaaS platform include the following: Commercial Applications ● Fleet Telematics The comprehensive Fleet Management SaaS Platform provides customers with real-time insight into their asset base through live tracking on a roadmap interface; using proprietary smart IoT devices that allow for powerful vehicle integration and the use of peripheral sensors all geared towards delivering: ● Real-time, accurate GPS positioning enabling location management, fuel management and fraud detection, maintenance management, eco-driving, vehicle utilization, time and attendance, and cold chain management ● Integration of real-time data into back-office systems ● Detailed driver management with advanced scorecards to manage the risk and performance of drivers ● Real-time alerts for maintenance and engine diagnostics ● LiveVision enables comprehensive pro-active risk management and fleet visibility via an AI enabled two-camera video telematics system or a four-camera live streaming vehicle video system: ● The AI enabled camera delivers live warnings to proactively mitigate the risk of driver fatigue, driver distraction and collisions and includes the monitoring of safe driving distances ● Live on-board cameras enable video selection, replay, and analysis, enabling driver coaching and performance improvement ● Increased driver visibility reduces extraneous driving costs, reduces driver liability, increases driver safety, and further empowers fleet control ● MiFleet Advanced Fleet Administration and Business Intelligence (“BI”) provides cost management and administration capabilities: ● Provides insight into all asset-related costs, such as purchasing, fuel, fines and insurance for each asset in a fleet ● Provides actionable intelligence for driver optimization through powerful BI ● Karooooo Logistics ( formerly Picup ) provides a software application enabling the management of last mile delivery and general operational logistics.
Our applications are highly integrated to avoid the need for multiple interfaces, and include free application programming interface (“API”) integrations with enterprise resource planning (“ERP”) systems. 40 The principal components of our SaaS platform include the following: Commercial Applications ● Fleet Telematics The comprehensive Fleet Management SaaS Platform provides customers with real-time insight into their asset base through live tracking on a roadmap interface; using proprietary smart IoT devices that allow for powerful vehicle integration and the use of peripheral sensors all geared towards delivering: ● Real-time, accurate GPS positioning enabling location management, fuel management and fraud detection, maintenance management, eco-driving, vehicle utilization, time and attendance, and cold chain management ● Integration of real-time data into back-office systems ● Detailed driver management with advanced scorecards to manage the risk and performance of drivers ● Real-time alerts for maintenance and engine diagnostics ● LiveVision enables comprehensive pro-active risk management and fleet visibility via an AI enabled two-camera video telematics system or a four-camera live streaming vehicle video system: ● The AI enabled camera delivers live warnings to proactively mitigate the risk of driver fatigue, driver distraction and collisions and includes the monitoring of safe driving distances ● Live on-board cameras enable video selection, replay, and analysis, enabling driver coaching and performance improvement ● Increased driver visibility reduces extraneous driving costs, reduces driver liability, increases driver safety, and further empowers fleet control ● MiFleet Advanced Fleet Administration and Business Intelligence (“BI”) provides cost management and administration capabilities: ● Provides insight into all asset-related costs, such as purchasing, fuel, fines and insurance for each asset in a fleet ● Provides actionable intelligence for driver optimization through powerful BI ● Karooooo Logistics ( formerly Picup ) provides a software application enabling the management of last mile delivery and general operational logistics.
The locations of the data centers are in the Netherlands, United Arab Emirates (Dubai), Singapore, France and two in South Africa. We believe that our facilities are adequate for our current needs and that suitable additional or substitute space will be available as needed to accommodate any potential expansion of our operations.
The locations of the data centers are in the Netherlands, United Arab Emirates (Dubai), France and two each in Singapore and South Africa. We believe that our facilities are adequate for our current needs and that suitable additional or substitute space will be available as needed to accommodate any potential expansion of our operations.
Many of the growth drivers for new subscriptions will also lead to the growth of our offering within existing customers. Our scalable platform and vertically integrated infrastructure will enable us to onboard new customers quickly and easily and make new software features immediately available to our customer base worldwide. Expand our customer base. Our market penetration is low worldwide.
Many of the growth drivers for new subscriptions will also lead to the growth of our offering to existing customers. Our scalable platform and vertically integrated infrastructure will enable us to onboard new customers quickly and easily and make new software features immediately available to our customer base worldwide. Expand our customer base. Our market penetration is low worldwide.
Item 4. INFORMATION ABOUT THE COMPANY A. HISTORY AND DEVELOPMENT OF THE COMPANY We were founded in 2001 in South Africa with an initial focus on SVR services in the region. We have strategically grown our business and are now a global provider of leading smart transportation management and analytics.
Item 4. INFORMATION ON THE COMPANY A. HISTORY AND DEVELOPMENT OF THE COMPANY We were founded in 2001 in South Africa with an initial focus on SVR services in the region. We have strategically grown our business and are now a global provider of leading smart transportation management and analytics.
Limited Cartrack Holdings Proprietary Limited Singapore 100.0 100.0 Carzuka Proprietary Limited Cartrack Holdings Proprietary Limited South Africa 100.0 100.0 Purple rain Properties No.444 Proprietary Limited Cartrack Holdings Proprietary Limited South Africa 100.0 100.0 Karooooo Logistics Pty Ltd (“Picup”) 8 Cartrack Holdings Proprietary Limited South Africa 70.1 70.1 Cartrack Telematics Proprietary Limited Cartrack Proprietary Limited South Africa 49.0 49.0 CTK Shell 1 (Pty) Ltd 1,6 Cartrack Proprietary Limited South Africa 100.0 100.0 Karu Holdings Proprietary Ltd Cartrack Proprietary Limited South Africa 100.0 100.0 Combined Telematics Services Proprietary Limited 1 Cartrack Proprietary Limited South Africa 49.0 49.0 CTK Shell 2 (Pty) Ltd 1,7 Cartrack Proprietary Limited South Africa 100.0 100.0 Cartrack Tanzania Limited Cartrack Technologies Pte.
Limited Cartrack Holdings Proprietary Limited Singapore 100.00 100.0 Carzuka Proprietary Limited Cartrack Holdings Proprietary Limited South Africa 100.00 100.0 Purple Rain Properties No.444 Proprietary Limited Cartrack Holdings Proprietary Limited South Africa 100.00 100.0 Karooooo Logistics Pty Ltd (“Picup”) 8 Cartrack Holdings Proprietary Limited South Africa 70.1 70.1 Cartrack Telematics Proprietary Limited Cartrack Proprietary Limited South Africa 49.0 49.0 CTK Shell 1 (Pty) Ltd 1,6 Cartrack Proprietary Limited South Africa 100.00 100.0 Karu Holdings Proprietary Ltd Cartrack Proprietary Limited South Africa 100.00 100.0 Combined Telematics Services Proprietary Limited 1 Cartrack Proprietary Limited South Africa 49.0 49.0 CTK Shell 2 (Pty) Ltd 1,7 Cartrack Proprietary Limited South Africa 100.00 100.0 Cartrack Tanzania Limited Cartrack Technologies Pte.
Asia-Pacific, Middle East and USA : Grab Rentals, Singapore Prison Service, Asia Brewery Inc.,Ley Choon Group, Orix, Lim Siang Huat, GetGo, Huationg, Unilever, KFC, CAT/MANTRAC, Hertz, Five Star, Dizon Farms, Lumens, Goldbell, Singapore, Coca-Cola. 44 Sales and Marketing Our strategy to generate scale in the region is to target subscriber volume with consumers and sole proprietors and small businesses as we build our distribution and customer care model in such region.
Asia-Pacific, Middle East and USA : Singapore Prison Service, Asia Brewery Inc.,Ley Choon Group, Orix, Lim Siang Huat, GetGo, Huationg, Unilever, KFC, CAT/MANTRAC, Hertz, Five Star, Dizon Farms, Lumens, Goldbell Singapore, Coca-Cola. 44 Sales and Marketing Our strategy to generate scale in the region is to target subscriber volume with consumers and sole proprietors and small businesses as we build our distribution and customer care model in such region.
Our discreet, sophisticated smart devices stream data to the platform, facilitating informed decisions about optimal asset efficiency and productivity, including live tracking and location of assets. Customers utilize the platform through an easily accessible web-based portal or mobile application, which is designed to be easy to deploy across customers’ entire mobile asset fleets.
Our discreet, sophisticated smart devices stream data to the platform, facilitating informed decisions about optimal asset efficiency and productivity, including live tracking and location of assets. Customers utilize the platform through an easily accessible web-based portal or mobile application, which is designed to be easy to deploy across our customers’ entire mobile asset fleet.
We collect an average of over 125 billion data points per month and have maintained a consistent platform uptime of 99.9%. Our proprietary SaaS platform acts as a central nervous system for connected vehicles and other mobile assets, such as construction equipment, generators, refrigeration units, trailers and boats.
We collect an average of over 170 billion data points per month and have maintained a consistent platform uptime of 99.9%. Our proprietary SaaS platform acts as a central nervous system for connected vehicles and other mobile assets, such as construction equipment, generators, refrigeration units, trailers and boats.
Apart from these and other third-party industry standard technologies, our fleet management solutions have been specifically built and upgraded by our in-house development team. 46 Research and Development The responsibilities of our research and development organization, which consists of 163 full-time employees, include platform management, platform development, quality assurance, and technology operations.
Apart from these and other third-party industry standard technologies, our fleet management solutions have been specifically built and upgraded by our in-house development team. 46 Research and Development The responsibilities of our research and development organization, which consists of 174 full-time employees, include platform management, platform development, quality assurance, and technology operations.
Since we own and control almost every aspect of our smart device design, platform innovation and software application development, client acquisition and onboarding, customer service and the management of our back-end support, we are able to move quickly without any significant third-party dependencies and inefficiencies.
Since we own and control almost every aspect of our most advanced smart device design, platform innovation and software application development, client acquisition and onboarding, customer service and the management of our back-end support, we are able to move quickly without any significant third-party dependencies and inefficiencies.
Limited New Zealand 51.0 51.0 Cartrack (Australia) Proprietary Limited Cartrack Technologies Pte. Limited Australia 100.0 100.0 Cartrack Technologies Zambia Limited 1 Cartrack Technologies Pte. Limited Zambia 100.0 100.0 Cartrack (Mauritius) Ltd 1 Cartrack Technologies Pte. Limited Mauritius 100.0 100.0 Cartrack Vietnam Limited Liability Company 1 Cartrack Technologies Pte. Limited Vietnam 100.0 100.0 Cartrack INC.
Limited New Zealand 51.0 51.0 Cartrack (Australia) Proprietary Limited Cartrack Technologies Pte. Limited Australia 100.00 100.0 Cartrack Technologies Zambia Limited 1 Cartrack Technologies Pte. Limited Zambia 100.00 100.0 Cartrack (Mauritius) Ltd 1 Cartrack Technologies Pte. Limited Mauritius 100.00 100.0 Cartrack Vietnam Limited Liability Company 1 Cartrack Technologies Pte. Limited Vietnam 100.00 100.0 Cartrack INC.
April 01, 2021 to November 30, 2024 We use these facilities for finance, legal, human resources, information technology, sales, marketing, manufacturing and other administrative functions. We currently have six data center sites providing coverage and high-speed access to all customers.
April 01, 2021 to November 30, 2024 We use these facilities for finance, legal, human resources, information technology, sales, marketing, manufacturing and other administrative functions. We currently have seven data center sites providing coverage and high-speed access to all customers.
We have a team-oriented culture and encourage candor from our employees, which we believe helps us to succeed and drive operational excellence. We also seek to, and have a history of, promoting from within our organization as well as hiring top talent from outside of our company to expand our capabilities.
We have a team-oriented culture and encourage candor from our employees, which we believe helps us to succeed and drive operational excellence. We also seek to, and have a history of, promoting from within our organization as well as hiring top talent from outside of our Group to expand our capabilities.
Limited Tanzania 100.0 100.0 Karooooo Kenya Limited 5 Cartrack Technologies Pte. Limited Kenya 70.0 100.0 Cartrack Engineering Technologies Limited Cartrack Technologies Pte. Limited Nigeria 100.0 100.0 PT. Cartrack Technologies Indonesia Cartrack Technologies Pte. Limited Indonesia 100.0 100.0 Cartrack Investments UK Limited 1 Cartrack Technologies Pte.
Limited Tanzania 100.00 100.0 Karooooo Kenya Limited 5 Cartrack Technologies Pte. Limited Kenya 70.0 70.0 Cartrack Engineering Technologies Limited Cartrack Technologies Pte. Limited Nigeria 100.00 100.0 PT. Cartrack Technologies Indonesia Cartrack Technologies Pte. Limited Indonesia 100.00 100.0 Cartrack Investments UK Limited 1 Cartrack Technologies Pte.
Limited Philippines 100.0 100.0 Cartrack Technologies South East Asia Pte. Limited Cartrack Technologies Pte. Limited Singapore 100.0 100.0 Cartrack Ireland Limited Cartrack Technologies Pte. Limited Republic of Ireland 100.0 100.0 Cartrack Technologies (Thailand) Company Limited Cartrack Technologies Pte. Limited Thailand 100.0 100.0 Cartrack New Zealand Limited Cartrack Technologies Pte.
Limited Philippines 100.00 100.0 Cartrack Technologies South East Asia Pte. Limited Cartrack Technologies Pte. Limited Singapore 100.00 100.0 Cartrack Ireland Limited Cartrack Technologies Pte. Limited Republic of Ireland 100.00 100.0 Cartrack Technologies (Thailand) Company Limited Cartrack Technologies Pte. Limited Thailand 100.00 100.0 Cartrack New Zealand Limited Cartrack Technologies Pte.
We develop new functionality with a view to full platform deployment for use by all of our customers and avoid bespoke development. Operations We physically host our cloud-based SaaS platform for our customers principally in five secure third-party data centers located in South Africa, Singapore, the Netherlands, and the United Arab Emirates.
We develop new functionality with a view to full platform deployment for use by all of our customers and avoid bespoke development. Operations We physically host our cloud-based SaaS platform for our customers principally in seven secure third-party data centers located in South Africa, Singapore, the Netherlands, the United Arab Emirates and France.
To provide leading service in installations, customer support, and vehicle recovery, we have established a comprehensive branch network of automotive technicians with rapid-response capabilities in each of the 25 countries in which we or our licensees operate. Our more than 1000 mobile workshops serve customers globally around-the-clock.
To provide leading service in installations, customer support, and vehicle recovery, we have established a comprehensive branch network of automotive technicians with rapid-response capabilities in each of the 25 countries in which we or our licensees operate. Our more than 1,000 mobile workshops serve customers globally around-the-clock.
We believe our longstanding commitment to R&D investment positions us favorably to continue to deploy technologically advanced solutions increasingly in demand among customers of all sizes worldwide. Our customer base of more than one million subscribers represents a significant opportunity for further subscription sales expansion.
We believe our longstanding commitment to R&D investment positions us favorably to continue to deploy technologically advanced solutions increasingly in demand among customers of all sizes worldwide. Our customer base of more than one million nine hundred thousand subscribers represents a significant opportunity for further subscription sales expansion.
As we have grown from a small South African company to a global enterprise with more than one million subscribers, we have maintained a start-up culture that eschews hierarchy and where individual ownership and agility remain key features of our everyday behaviors and operations.
As we have grown from a small South African company to a global enterprise with more than one million nine hundred thousand subscribers, we have maintained a start-up culture that eschews hierarchy and where individual ownership and agility remain key features of our everyday behaviors and operations.
Limited United Kingdom 100.0 100.0 49 Country of % holding % holding Company Name Held by incorporation 2023 2022 Cartrack Technologies (China) Limited Cartrack Technologies Pte. Limited Hong Kong 100.0 100.0 Cartrack Malaysia SDN.BHD Cartrack Technologies Pte. Limited Malaysia 100.0 100.0 Cartrack Technologies LLC Cartrack Technologies Pte. Limited U.A.E 100.0 100.0 Cartrack Technologies PHL.INC Cartrack Technologies Pte.
Limited United Kingdom 100.00 100.0 49 Country of % holding % holding Company Name Held by incorporation 2024 2023 Cartrack Technologies (China) Limited Cartrack Technologies Pte. Limited Hong Kong 100.00 100.0 Cartrack Malaysia SDN.BHD Cartrack Technologies Pte. Limited Malaysia 100.00 100.0 Cartrack Technologies LLC Cartrack Technologies Pte. Limited U.A.E 100.00 100.0 Cartrack Technologies PHL.INC Cartrack Technologies Pte.
Country of % holding % holding Company Name Held by incorporation 2023 2022 Cartrack Holdings Proprietary Limited 4 Karooooo Ltd South Africa 100.0 100.0 Carzuka.com Pte Ltd 1 Karooooo Ltd Singapore 100.0 100.0 Karooooo Management Company Pte. Ltd. Karooooo Ltd Singapore 100.0 100.0 Karooooo Software Pte. Ltd.
Country of % holding % holding Company Name Held by incorporation 2024 2023 Cartrack Holdings Proprietary Limited 4 Karooooo Ltd South Africa 100.00 100.0 Carzuka.com Pte Ltd 1 Karooooo Ltd Singapore 100.00 100.0 Karooooo Management Company Pte. Ltd. Karooooo Ltd Singapore 100.00 100.0 Karooooo Software Pte. Ltd.
These data centers provide us with both physical security, including around-the-clock security personnel, biometric access controls and systems security, including firewalls, encryption, redundant power and environmental controls. Our data centers maintained over 99.9% system uptime during the year ended February 28, 2023.
These data centers provide us with both physical security, including around-the-clock security personnel, biometric access controls and systems security, including firewalls, encryption, redundant power and environmental controls. Our data centers maintained over 99.9% system uptime during the year ended February 29, 2024.
Cartrack Ireland Limited U.S.A 100.0 100.0 Cartrack Polska.SP.ZO.O Cartrack Ireland Limited Poland 90.9 90.9 Cartrack Portugal S.A. Cartrack Ireland Limited Portugal 100.0 100.0 Cartrack Espana. S.L.U. Cartrack Ireland Limited Spain 100.0 100.0 Karu.Com. Unipessoal. Lda Cartrack Portugal S.A. Portugal 100.0 100.0 Cartrack France SAS 9 Cartrack Portugal S.A.
Cartrack Ireland Limited U.S.A 100.00 100.0 Cartrack Polska.SP.ZO.O Cartrack Ireland Limited Poland 90.9 90.9 Cartrack Portugal S.A. Cartrack Ireland Limited Portugal 100.0 100.0 Cartrack Espana. S.L.U. Cartrack Ireland Limited Spain 100.0 100.0 Karu.Com. Unipessoal. Lda Cartrack Portugal S.A.
Excellence in service to our customers is core to our values and culture. As of February 28, 2023 Karooooo had more than 105,000 commercial customers compared to more than 88,000 as of February 28, 2022 driven by new customer additions and maintaining our high customer retention rate.
Excellence in service to our customers is core to our values and culture. As of February 29, 2024 Karooooo had more than 121,000 commercial customers compared to more than 105,000 as of February 28, 2023 driven by new customer additions and maintaining our high customer retention rate.
We serve customers in 25 countries across five continents, supporting more than 1.7 million subscribers as of February 28, 2023 and our highly scalable platform serves large multinational enterprises and individual consumers alike, enabling us to address a large, growing and underpenetrated global market.
We serve customers in 25 countries across five continents, supporting more than 1.97 million subscribers as of February 29, 2024 and our highly scalable platform serves large multinational enterprises and individual consumers alike, enabling us to address a large, growing and underpenetrated global market.
Customers also further benefit from our consistent 99.9% system uptime for the year ended February 28, 2023. Road safety and accident management.
Customers also further benefit from our consistent 99.9% system uptime for the year ended February 29, 2024. Road safety and accident management.
France - 100.0 Cartrack Limitada Cartrack Technologies LLC Mozambique 50.0 50.0 Auto Club LDA Cartrack Technologies LLC Mozambique 80.0 80.0 Cartrack for Information Technology Company Cartrack Technologies LLC Kingdom of Saudi Arabia 51.0 - 1 Dormant 2 Previously known as Cartrack Technologies Proprietary Limited 3 Previously known as Drive and Save Proprietary Limited 4 Previously known as Cartrack Holdings Limited 5 Previously known as Retriever Limited 6 Previously known as Veraspan Proprietary Limited 7 Previously known as Zonke Bonke Telecoms Proprietary Limited 8 Previously known as Picup Technologies Proprietary Limited 9 Liquidated on May 19, 2022 10 90% of the share capital of Karooooo Cartrack Limited is held by Karooooo Limited and the remainder 10% of the share capital is held by Karooooo Management Company Pte Limited, a wholly owned subsidiary of Karooooo Limited. 50 D.
Portugal 100.0 100.0 Cartrack Limitada Cartrack Technologies LLC Mozambique 50.0 50.0 Auto Club LDA Cartrack Technologies LLC Mozambique 90.0 80.0 Cartrack for Information Technology Company Cartrack Technologies LLC Kingdom of Saudi Arabia 51.0 51.0 1 Dormant 2 Previously known as Cartrack Technologies Proprietary Limited 3 Previously known as Drive and Save Proprietary Limited 4 Previously known as Cartrack Holdings Limited 5 Previously known as Retriever Limited 6 Previously known as Veraspan Proprietary Limited 7 Previously known as Zonke Bonke Telecoms Proprietary Limited 8 Previously known as Picup Technologies Proprietary Limited 9 90% of the share capital of Karooooo Cartrack Limited is held by Karooooo Limited and the remainder 10% of the share capital is held by Karooooo Management Company Pte Limited, a wholly owned subsidiary of Karooooo Limited. 10 74% of the share capital of Cartrack Swaziland (Pty) Ltd is held by Karooooo Management Company Pte.
Revenue generated by licensees was 0.1% of our total revenue for the year ended February 28, 2023, 0.1% of our total revenue for the year ended February 28, 2022 and 0.2% of our total revenue for the year ended February 28, 2021. B.
Revenue generated by licensees was 0.1% of our total revenue for the year ended February 29, 2024, 0.1% of our total revenue for the year ended February 28, 2023 and 0.1% of our total revenue for the year ended February 28, 2022. B.
Karooooo Ltd Singapore 100.0 100.0 Karooooo Proprietary Ltd Karooooo Ltd South Africa 100.0 100.0 Karooooo Cartrack Limited 10 Karooooo Ltd Uganda 100.0 - Cartrack (Cambodia) Co.
Karooooo Ltd Singapore 100.00 100.0 Karooooo Proprietary Ltd Karooooo Ltd South Africa 100.00 100.0 Karooooo Cartrack Limited 9 Karooooo Ltd Uganda 100.00 100.0 Cartrack (Cambodia) Co.
Ltd Karooooo Management Company Pte Ltd Cambodia 100.0 - Carzuka Pte Ltd 1 Carzuka.com Pte Ltd Singapore 100.0 100.0 Karooooo Technologies Proprietary Limited 2 Karooooo Proprietary Ltd South Africa 100.0 100.0 Cartrack Management Services Limited Cartrack Holdings Proprietary Limited South Africa 100.0 100.0 Cartrack Proprietary Limited Cartrack Holdings Proprietary Limited South Africa 100.0 100.0 Cartrack Manufacturing Proprietary Limited Cartrack Holdings Proprietary Limited South Africa 100.0 100.0 Cartrack Insurance Agency Proprietary Limited 3 Cartrack Holdings Proprietary Limited South Africa 100.0 100.0 Cartrack Namibia Proprietary Limited Cartrack Holdings Proprietary Limited Namibia 100.0 100.0 Cartrack Technologies Pte.
Ltd Karooooo Management Company Pte Ltd Cambodia 100.00 100.0 Cartrack Swaziland Pty Ltd 10 Karooooo Management Company Pte Ltd Kingdom of Eswatini 76.00 - Carzuka Pte Ltd 1 Carzuka.com Pte Ltd Singapore 100.00 100.0 Karooooo Technologies Proprietary Limited 2 Karooooo Proprietary Ltd South Africa 100.00 100.0 Cartrack Management Services Limited Cartrack Holdings Proprietary Limited South Africa 100.00 100.0 Cartrack Proprietary Limited Cartrack Holdings Proprietary Limited South Africa 100.00 100.0 Cartrack Manufacturing Proprietary Limited Cartrack Holdings Proprietary Limited South Africa 100.00 100.0 Cartrack Insurance Agency Proprietary Limited 3 Cartrack Holdings Proprietary Limited South Africa 100.00 100.0 Cartrack Namibia Proprietary Limited Cartrack Holdings Proprietary Limited Namibia 100.00 100.0 Cartrack Technologies Pte.
Our Growth Strategy Our long-term growth is driven by five key factors: Growth of connected devices. We are enhancing our SaaS platform to be device and service provider agnostic as we further develop smart mobility capabilities, partnering with the world’s leading companies in pay-as-a-service transportation. Increasing global access to these devices will further drive demand for our solutions and services.
Additionally, we are identifying new avenues of growth from our data analysis and monetization. Our Growth Strategy Our long-term growth is driven by five key factors: Growth of connected devices. We are enhancing our SaaS platform to be device and service provider agnostic as we further develop smart mobility capabilities, partnering with the world’s leading companies in pay-as-a-service transportation.
We offer an easy-to-use administrative and vehicle cost accounting software called MiFleet and a mobile enabled workforce management solution called the Communicator, which can effectively manage business processes like stock control, electronic proof-of-delivery and invoicing.
We offer an easy-to-use administrative and vehicle cost accounting software called MiFleet and a mobile enabled workforce management solution called the Communicator, which can effectively manage business processes like stock control, electronic proof-of-delivery and invoicing. Recent enhancements to our platform include business intelligence and OEM integrations, and advanced jobs and messaging via our Communicator routing application. Significant barriers to entry.
Human Capital As at February 28, 2023, we had 4,039 full-time employees of which 2,816 are located in South Africa, 221 are located in Africa-Other, 288 are located in Europe, and 714 are located in Asia-Pacific, Middle East and USA.
Human Capital As at February 29, 2024, we had 4,387 full-time employees of which 2,965 are located in South Africa, 305 are located in Africa-Other, 307 are located in Europe, and 810 are located in Asia-Pacific, Middle East and USA.
Our single user interface and fully integrated cloud-based platform runs on internally developed and cost-effective smart IoT devices, enabling us to deliver a unified and comprehensive service to our customers while maintaining control of our cost structure.
Our single user interface and fully integrated cloud-based platform agnostically runs on a multitude of leading IoT devices, including internally developed cutting-edge devices, direct integrations to OEM devices and strategically cost-effective smart IoT devices from third-parties and customer pre-owned devices. This enables us to deliver a unified and comprehensive service to our customers while maintaining control of our cost structure.
Our insurtech multi-quote or aggregator platform offering customers the ability to obtain a fast online quote from a panel of independent insurers at competitive rates or if they choose, they can talk to a qualified consultant to advise on the appropriate insurance at the right price; ● On-Demand Rideshare Taxi Application .
Our insurtech multi-quote or aggregator platform offering customers the ability to obtain a fast online quote from a panel of independent insurers at competitive rates or if they choose, they can talk to a qualified consultant to advise on the appropriate insurance at the right price; Smart IoT Customers deploy our smart devices to collect real-time data from their vehicles and transmit this information to secure data centers for processing which we manage via the Cartrack Private Cloud.
All markets remain underpenetrated, and we are capitalizing on opportunities to provide scalable, customer-centric solutions that rapidly deliver value to enterprise customers and consumers alike. New platform enhancements. We continue to expand our platform to address our customers’ most critical business priorities. R&D investments allow us to meet growing expectations from customers for deeper insights quickly.
We continue to expand our platform to address our customers’ most critical business priorities. R&D investments allow us to meet growing expectations from customers for deeper insights quickly.
Our platform is complementary to OEM and third-party telematics systems and we conduct aftermarket installations in collaboration with OEMs. Deeper insights from data. Our customers are increasingly reliant on our SaaS platform to optimize business intelligence relating to both assets and people on a global scale.
Increasing global access to these devices will further drive demand for our solutions and services. Our platform is complementary to OEM and third-party telematics systems and we conduct aftermarket installations in collaboration with OEMs. Deeper insights from data.
Next-Generation Mobility Solutions We are constantly innovating to offer a range of additional mobility and monitoring solutions in select markets: ● Carzuka , our vehicle buying and selling marketplace is designed to allow clients to source, buy and sell vehicles efficiently and cost effectively with peace of mind.
Next-Generation Mobility Solutions We are constantly innovating to offer a range of additional mobility and monitoring solutions in select markets: ● Carzuka , our vehicle buying and selling marketplace, has been integrated into Cartrack’s broader operations to harness the many components that had been built and developed within Carzuka’s platform to benefit and add value to the existing Cartrack fleet platform.
Construction of our South African central office in Johannesburg, South Africa is well underway. In the interim, we entered into lease agreements for office space at two locations as set out below.
We also have primary lease agreements for office space at two other locations as set out below.
PROPERTY, PLANT AND EQUIPMENT Our principal executive office in Singapore consists of approximately 1,625 square meters of space under a lease that expired in April 2023. We entered into a lease agreement for premises at 17 Kallang Junction #06-05/06 Singapore 339274 upon the terms set out below.
Ltd. and 2% is held by Cartrack Holdings Proprietary Limited. 50 D. PROPERTY, PLANT AND EQUIPMENT Our principal executive office in Singapore is our premises at 17 Kallang Junction #06-05/06 Singapore 339274 which is leased upon the terms set out below. Construction of our South African central office in Johannesburg, South Africa is well underway.
Removed
Additionally, we are identifying new avenues of growth from our data analysis and monetization.
Added
Our customers are increasingly reliant on our SaaS platform to optimize business intelligence relating to both assets and people on a global scale. In order to capitalize on this rapidly growing trend, we will continue to invest in technology and operating capacity across markets. Global demand.
Removed
We have expanded our SaaS platform into insurance and the buying and selling of vehicles, and plan to continue to expand into tyres, batteries and the maintenance of vehicles We continue to serve consumers across South Africa and are well positioned to launch and scale similar offerings opportunistically in other geographies.
Added
This follows a strategic decision to cease buying second hand vehicles in South Africa. ● Cartrack Insurance Agency .
Removed
Recent enhancements to our platform include business intelligence and OEM integrations, our buying and selling cars platform, and advanced jobs and messaging via our Communicator routing application. Significant barriers to entry.
Removed
This marketplace includes vehicles sold by third parties as well as vehicles purchased and reconditioned by Cartrack. ● The global addressable market for used cars is anticipated to grow from 115 million vehicles in 2019 to 275 million vehicles in 2030 with South Africa making up 1.2 million of the used car market in 2019 according to industry sources. ● Significant revenue growth in the second half of this financial year is a welcome justification of our belief in the sustainability of Carzuka’s agile, data-enhanced and highly scalable business model.
Removed
We continue to exercise caution and pragmatism as we invest to grow this business. ● Cartrack Insurance Agency .
Removed
We have developed a rideshare application that is currently deployed in the United Arab Emirates, and has been developed for localization in multiple geographies. Smart IoT Customers deploy our smart devices to collect real-time data from their vehicles and transmit this information to secure data centers for processing which we manage via the Cartrack Private Cloud.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

114 edited+24 added−18 removed90 unchanged
Biggest changeThree Months Ended Quarterly Subscriber Data February 28, 2021 May 31, 2021 August 31, 2021 November 30, 2021 February 28, 2022 May 31, 2022 August 31, 2022 November 30, 2022 February 28, 2023 (subscribers and percentage growth) Subscribers (as of end of period) 1,306,000 1,366,470 1,408,609 1,470,385 1,525,972 1,542,762 1,600,013 1,678,606 1,717,077 Net subscriber growth for the three months 59,911 60,470 42,139 61,776 55,587 16,790 57,251 78,593 38,471 Growth against comparative prior year quarter 59 % 760 % 1 % (13 )% (7 )% 13 % 14 % 14 % 13 % 73 Three Months Ended Quarterly Financial Results Data February 28, 2021 May 31, 2021 August 31, 2021 November 30, 2021 February 28, 2022 (1) May 31, 2022 August 31, 2022 November 30, 2022 February 28, 2023 (in R thousands) Revenue 615,741 626,193 658,768 719,541 741,649 801,437 859,282 929,993 916,355 Subscription revenue 573,976 605,866 627,637 663,947 670,715 708,903 734,216 772,483 794,470 Hardware and installation revenue 37,274 14,770 19,241 11,506 13,239 12,875 16,710 30,893 (1,515 ) Other revenue 4,491 2,988 3,196 3,134 2,981 3,362 3,017 2,203 5,164 Carzuka - 2,569 8,694 23,884 32,163 50,005 65,406 71,700 63,734 Karooooo Logistics - - - 17,070 22,551 26,292 39,933 52,714 54,502 Cost of sales (206,276 ) (182,341 ) (207,044 ) (249,878 ) (283,298 ) (271,551 ) (290,069 ) (346,904 ) (326,149 ) Gross profit 409,465 443,852 451,724 469,663 458,351 529,886 569,213 583,089 590,206 Other income 810 785 500 532 24 737 3,420 3,852 1,819 Operating expenses (249,668 ) (276,513 ) (274,534 ) (265,485 ) (309,774 ) (313,133 ) (354,505 ) (377,810 ) (354,860 ) Sales and marketing (73,979 ) (88,693 ) (84,710 ) (79,888 ) (79,968 ) (95,959 ) (107,514 ) (118,514 ) (109,153 ) General and administration (105,183 ) (128,675 ) (131,857 ) (132,537 ) (162,258 ) (155,189 ) (178,551 ) (184,690 ) (186,173 ) Research and development (45,933 ) (32,741 ) (36,308 ) (37,277 ) (42,912 ) (41,541 ) (43,612 ) (46,577 ) (45,294 ) Expected credit losses on financial assets (24,593 ) (26,404 ) (21,659 ) (15,783 ) (24,636 ) (20,444 ) (24,828 ) (28,029 ) (14,240 ) Operating profit 160,587 168,124 177,690 204,710 148,601 217,490 218,128 209,131 237,165 IPO costs (25,570 ) (10,288 ) - - - - - - - Finance income 506 712 1,619 1,525 2,227 2,842 4,763 6,541 9,109 Finance costs (4,469 ) (1,891 ) (3,019 ) (3,756 ) (3,665 ) (3,619 ) (3,193 ) (488 ) (2,795 ) Fair value changes to derivative assets - - - - (506 ) - - - (971 ) Profit before taxation 131,054 156,657 176,290 202,479 146,657 216,713 219,698 215,184 242,508 Taxation (28,498 ) (48,742 ) (53,128 ) (54,165 ) (49,441 ) (60,374 ) (64,221 ) (68,096 ) (92,607 ) Profit for the year 102,556 107,915 123,162 148,314 97,216 156,339 155,477 147,088 149,901 Profit attributable to: Owners of the parent 59,308 88,275 119,148 146,201 96,329 153,533 152,544 145,553 145,522 Non-controlling interest 43,248 19,640 4,014 2,113 887 2,806 2,933 1,535 4,379 102,556 107,915 123,162 148,314 97,216 156,339 155,477 147,088 149,901 (1) Included in the fourth quarter of the year ended February 28, 2022 is the write-off of capitalized commission assets, of ZAR 15.3 million through profit or loss.
Biggest changeThree Months Ended Quarterly Subscriber Data May 31, 2022 August 31, 2022 November 30, 2022 February 28, 2023 May 31, 2023 August 31, 2023 November 30, 2023 February 29, 2024 (subscribers and percentage growth) Subscribers (as of end of period) 1,542,762 1,600,013 1,678,606 1,717,077 1,757,452 1,832,708 1,908,192 1,971,532 Net subscriber growth for the three months 16,790 57,251 78,593 38,471 40,375 75,256 75,484 63,340 Growth against comparative prior year quarter 13 % 14 % 14 % 13 % 14 % 15 % 14 % 15 % 73 Three Months Ended Quarterly Financial Results Data May 31, 2022 August 31, 2022 November 30, 2022 February 28, 2023 May 31, 2023 August 31, 2023 November 30, 2023 February 29, 2024 (in R thousands) Revenue 801,437 859,282 929,993 916,355 996,787 1,040,213 1,080,143 1,088,368 Subscription revenue 708,903 734,216 772,483 794,470 836,397 860,331 903,915 935,162 Hardware and installation revenue 12,875 16,710 30,893 (1,515 ) 16,527 21,914 15,731 18,264 Other revenue 3,362 3,017 2,203 5,164 2,670 4,029 2,880 8,864 Carzuka 50,005 65,406 71,700 63,734 81,563 84,673 70,463 38,088 Karooooo Logistics 26,292 39,933 52,714 54,502 59,630 69,266 87,154 87,990 Cost of sales (271,551 ) (290,069 ) (346,904 ) (326,149 ) (370,248 ) (379,676 ) (392,832 ) (371,918 ) Gross profit 529,886 569,213 583,089 590,206 626,539 660,537 687,311 716,450 Other income 737 3,420 3,852 1,819 2,328 4,939 1,537 3,027 Operating expenses (313,133 ) (354,505 ) (377,810 ) (354,860 ) (404,493 ) (418,290 ) (414,142 ) (423,243 ) Sales and marketing (95,959 ) (107,514 ) (118,514 ) (109,153 ) (124,705 ) (127,890 ) (124,978 ) (123,330 ) General and administration (155,189 ) (178,551 ) (184,690 ) (186,173 ) (198,263 ) (208,759 ) (207,753 ) (222,833 ) Research and development (41,541 ) (43,612 ) (46,577 ) (45,294 ) (49,651 ) (56,035 ) (53,657 ) (52,892 ) Expected credit losses on financial assets (20,444 ) (24,828 ) (28,029 ) (14,240 ) (31,874 ) (25,606 ) (27,754 ) (24,188 ) Operating profit 217,490 218,128 209,131 237,165 224,374 247,186 274,706 296,234 Finance income 2,842 4,763 6,541 9,109 10,878 9,287 8,203 11,050 Finance costs (3,619 ) (3,193 ) (488 ) (2,795 ) (2,174 ) (2,982 ) (4,250 ) (6,416 ) Fair value changes to derivative assets - - - (971 ) - - - (388 ) Profit before taxation 216,713 219,698 215,184 242,508 233,078 253,491 278,659 300,480 Taxation (60,374 ) (64,221 ) (68,096 ) (92,607 ) (71,131 ) (75,277 ) (79,327 ) (85,819 ) Profit for the year 156,339 155,477 147,088 149,901 161,947 178,214 199,332 216,661 Profit attributable to: 153,533 152,544 145,553 145,522 157,481 173,678 196,338 210,692 Owners of the parent 2,806 2,933 1,535 4,379 4,466 4,536 2,994 3,969 Non-controlling interest 156,339 155,477 147,088 149,901 161,947 178,214 199,332 214,661 74 E.
OPERATING RESULTS MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the notes thereto, included elsewhere in this annual report, as well as the information presented under “Presentation of Financial Information.” The following discussion and analysis includes forward-looking statements.
OPERATING RESULTS MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion of our financial condition and results of operations should be read in conjunction with our consolidated annual financial statements and the notes thereto, included elsewhere in this annual report, as well as the information presented under “Presentation of Financial Information.” The following discussion and analysis includes forward-looking statements.
These translations should not be considered representations that any such amounts have been, could have been or could be converted at that or any other exchange rate. See “Exchange Rates” for further information about recent fluctuations in exchange rates.
These translations should not be considered representations that any such amounts have been, could have been or could be converted at that or any other exchange rate. See “Exchange Rates” for further information about recent fluctuations in exchange rates.
These translations should not be considered representations that any such amounts have been, could have been or could be converted at that or any other exchange rate. See “Exchange Rates” for further information about recent fluctuations in exchange rates.
These translations should not be considered representations that any such amounts have been, could have been or could be converted at that or any other exchange rate. See “Exchange Rates” for further information about recent fluctuations in exchange rates.
However, non-IFRS financial information is presented for supplemental informational purposes only, has limitations as an analytical tool and should not be considered in isolation or as a substitute for financial information presented in accordance with IFRS.
However, non-IFRS financial information is presented for supplemental informational purposes only, has limitations as an analytical tool and should not be considered in isolation or as a substitute for financial information presented in accordance with IFRS.
These translations should not be considered representations that any such amounts have been, could have been or could be converted at that or any other exchange rate. See “Exchange Rates” for further information about recent fluctuations in exchange rates.
These translations should not be considered representations that any such amounts have been, could have been or could be converted at that or any other exchange rate. See “Exchange Rates” for further information about recent fluctuations in exchange rates.
These translations should not be considered representations that any such amounts have been, could have been or could be converted at that or any other exchange rate. See “Exchange Rates” for further information about recent fluctuations in exchange rates.
These translations should not be considered representations that any such amounts have been, could have been or could be converted at that or any other exchange rate. See “Exchange Rates” for further information about recent fluctuations in exchange rates.
These translations should not be considered representations that any such amounts have been, could have been or could be converted at that or any other exchange rate. See “Exchange Rates” for further information about recent fluctuations in exchange rates.
These translations should not be considered representations that any such amounts have been, could have been or could be converted at that or any other exchange rate. See “Exchange Rates” for further information about recent fluctuations in exchange rates.
These translations should not be considered representations that any such amounts have been, could have been or could be converted at that or any other exchange rate. See “Exchange Rates” for further information about recent fluctuations in exchange rates.
These translations should not be considered representations that any such amounts have been, could have been or could be converted at that or any other exchange rate. See “Exchange Rates” for further information about recent fluctuations in exchange rates.
These translations should not be considered representations that any such amounts have been, could have been or could be converted at that or any other exchange rate. See “Exchange Rates” for further information about recent fluctuations in exchange rates.
These translations should not be considered representations that any such amounts have been, could have been or could be converted at that or any other exchange rate. See “Exchange Rates” for further information about recent fluctuations in exchange rates.
These translations should not be considered representations that any such amounts have been, could have been or could be converted at that or any other exchange rate. See “Exchange Rates” for further information about recent fluctuations in exchange rates.
These translations should not be considered representations that any such amounts have been, could have been or could be converted at that or any other exchange rate. See “Exchange Rates” for further information about recent fluctuations in exchange rates.
Cartrack Proprietary Limited has signed a limited suretyship of ZAR 60 million for the mortgage bond. Interest levied by First Rand Bank Limited is at a rate of prime less 1.15% and repayable in equal monthly installments over a period of 60 months. The final repayment date is December 2025.
Cartrack Proprietary Limited has signed a limited suretyship of ZAR 60 million for the mortgage bond. Interest levied by First Rand Bank Limited is at a rate of prime less 1.15% and repayable in equal monthly installments over a period of 60 months. The final repayment date is December 01, 2025.
We define Adjusted EBITDA, a non-IFRS measure, as profit less finance income plus finance costs, fair value changes to derivative assets, taxation, depreciation and amortization, plus once-off IPO costs in 2022 and 2021, plus a write-off of capitalized commission assets of ZAR 15.3 million through profit and loss in 2022.
We define Adjusted EBITDA, a non-IFRS measure, as profit less finance income plus finance costs, fair value changes to derivative assets, taxation, depreciation and amortization, plus once-off IPO costs in 2022, plus a write-off of capitalized commission assets of ZAR 15.3 million through profit and loss in 2022.
However, our customers may prepay all or part of their contractual obligations for the full initial contract term. Cost of Sales Cost of sales consists primarily of costs related to the depreciation and amortization of capitalized subscriber acquisition costs, which includes the telematics device, the cost of the installation and direct commissions paid to our sales staff.
Customers may prepay all or part of their contractual obligations for the full initial contract term. Cost of Sales Cost of sales consists primarily of costs related to the depreciation and amortization of capitalized subscriber acquisition costs, which includes the telematics device, the cost of the installation and direct commissions paid to our sales staff.
Finally, we believe strong net cash generated from operating activities is an important factor in supporting our robust business model and indicates our ability to provide the capital necessary to invest in subscriber growth, territorial expansion, Carzuka and Karooooo Logistics.
Finally, we believe strong net cash generated from operating activities is an important factor in supporting our robust business model and indicates our ability to provide the capital necessary to invest in subscriber growth, territorial expansion and Karooooo Logistics.
Free cash flow is a non-IFRS financial measure that we calculate as net cash generated from operating activities less purchases of property, plant and equipment. Free cash flow margin is calculated as free cash flow divided by revenue.
Free cash flow is a non-IFRS financial measure that we calculate as net cash generated from operating activities less purchases of property, plant and equipment. Free cash flow margin, also a non-IFRS measure, is calculated as free cash flow divided by revenue.
Euro Denominated Loan Our wholly owned subsidiary, Cartrack Portugal, S.A., has a €1.5 million loan from Caixa Geral de Depositos S.A. pursuant to the loan agreement dated December 14, 2018 by and between Cartrack Portugal S.A. and Caixa Geral de Depositos S.A.
Euro Denominated Loan Our wholly owned subsidiary, Cartrack Portugal, S.A., has a €1.5 million loan from Caixa Geral de Depositos S.A. pursuant to the loan agreement dated December 14, 2018 between Cartrack Portugal S.A. and Caixa Geral de Depositos S.A.
(Refer to the Risk Factors note on foreign currencies on page 23 and Note 31.2 (c) on Currency Risk on page F-52) 55 Key Business Metrics We review a number of operating and financial metrics, including the following key business metrics, to evaluate the performance of our business, identify trends, formulate business plans, make strategic decisions and assess operational efficiencies.
(Refer to the Risk Factors note on foreign currencies on page 23 and Note 31.2 (c) on Currency Risk on page F-48) 55 Key Business Metrics We review a number of operating and financial metrics, including the following key business metrics, to evaluate the performance of our business, identify trends, formulate business plans, make strategic decisions and assess operational efficiencies.
This amount has been classified as other financial assets and is excluded from cash and cash equivalents in the statement of cash flows. (Refer to Note 14 to the Consolidated Annual Financial Statements, “Other financial assets” on Page F-37). This loan and all interest due had been repaid in full, terminating this related party transaction.
This amount has been classified as other financial assets and is excluded from cash and cash equivalents in the statement of cash flows. (Refer to Note 14 to the Consolidated Annual Financial Statements, “Other financial assets” on Page F-35). This loan and all interest due had been repaid in full, terminating this related party transaction.
Such events of default include payment defaults to the lenders, material inaccuracies of representations and warranties, breach of the financial maintenance covenants, cross-defaults to other material indebtedness, the suspension or cessation of a material part of the business of Cartrack Proprietary Limited, litigation which is reasonably likely to have a material adverse effect and other customary events of default.
Such events of default included payment defaults to the lenders, material inaccuracies of representations and warranties, breach of the financial maintenance covenants, cross-defaults to other material indebtedness, the suspension or cessation of a material part of the business of Cartrack Proprietary Limited, litigation which is reasonably likely to have a material adverse effect and other customary events of default.
As at February 28, 2023 and February 28, 2022, SaaS ARR was ZAR 3,235.2 million and ZAR 2,727.6 million, respectively, which represents a 19% increase from period to period, as a result of strong subscriber growth and a 3% increase in ARPU due to adverse currency fluctuations.
As at February 28, 2023 and February 28, 2022, SaaS ARR was ZAR 3,235.2 million and ZAR 2,727.6 million, respectively, which represents a 19% increase from period to period, as a result of strong subscriber growth offset by a 3% increase in ARPU due to adverse currency fluctuations.
Mortgage bond A mortgage bond of ZAR 54 million is registered in favor of First Rand Bank Limited over the Remaining extent of Erf 160, Rosebank and Portion 6 of Erf 161, Rosebank, registered in the name of Purple Rain Properties No 444 Proprietary Limited (“Purple Rain”).
Mortgage bond A mortgage bond of ZAR 65 million is registered in favor of First Rand Bank Limited over the Remaining extent of Erf 160, Rosebank and Portion 6 of Erf 161, Rosebank, registered in the name of Purple Rain Properties No 444 Proprietary Limited (“Purple Rain”).
We would cease to be an emerging growth company upon (A) the last day of the fiscal year in which we had more than US$1.07 billion in annual revenue, (B) the date on which we are deemed to be a “large accelerated filer” under the rules of the SEC, which means the market value of our ordinary shares held by non-affiliates exceeds US$700.0 million as of the prior June 30 th , or (C) the date on which we have issued more than US$1.0 billion of non-convertible debt over a three-year period.
We would cease to be an emerging growth company upon (A) the last day of the financial year in which we had more than US$1.235 billion in annual revenue, (B) the date on which we are deemed to be a “large accelerated filer” under the rules of the SEC, which means the market value of our ordinary shares held by non-affiliates exceeds US$700.0 million as of the prior June 30 th , or (C) the date on which we have issued more than US$1.0 billion of non-convertible debt over a three-year period.
Average Revenue Per Subscriber (“ARPU”) ARPU measures the monetization of Karooooo’s platform and is an indicator of pricing efficiency, competitiveness and market positioning. On an annual basis, ARPU is calculated as the average of the four quarterly ARPUs in that year. Cartrack’s ARPU has been fairly consistent since inception more than 15 years ago.
Average Revenue Per Subscriber (“ARPU”) (a non-IFRS measure) ARPU measures the monetization of Karooooo’s platform and is an indicator of pricing efficiency, competitiveness and market positioning. On an annual basis, ARPU is calculated as the average of the four quarterly ARPUs in that year. Cartrack’s ARPU has been fairly consistent since inception more than 15 years ago.
On the basis of such information, there has been no change to the estimated average useful life of 60 months of a subscriber contract for the year ended February 28, 2023. Contracts which terminate prior to 60 months result in accelerated depreciation of the underlying capitalized telematics devices and capitalized commission assets being recognized immediately.
On the basis of such information, there has been no change to the estimated average useful life of 60 months of a subscriber contract for the year ended February 29, 2024. Contracts which terminate prior to 60 months result in accelerated depreciation of the underlying capitalized telematics devices and capitalized commission assets being recognized immediately.
(3) We have elected to omit discussion of the earliest of the three years covered by our consolidated financial statements presented in this Annual Report because that disclosure for the fiscal year ended February 28, 2021 was included in our Annual Report on Form 20-F (File No. 001-40300), filed with the SEC on June 9, 2022, under the section titled “Item 5.
(3) We have elected to omit discussion of the earliest of the three years covered by our consolidated financial statements presented in this Annual Report because that disclosure for the financial year ended February 28, 2022 was included in our Annual Report on Form 20-F (File No. 001-40300), filed with the SEC on June 13, 2023, under the section titled “Item 5.
(3) We have elected to omit discussion of the earliest of the three years covered by our consolidated financial statements presented in this Annual Report because that disclosure for the fiscal year ended February 28, 2021 was included in our Annual Report on Form 20-F (File No. 001-40300), filed with the SEC on June 9, 2022, under the section titled “Item 5.
(3) We have elected to omit discussion of the earliest of the three years covered by our consolidated financial statements presented in this Annual Report because that disclosure for the financial year ended February 28, 2022 was included in our Annual Report on Form 20-F (File No. 001-40300), filed with the SEC on June 13, 2023, under the section titled “Item 5.
We have elected to omit discussion of the earliest of the three years covered by our consolidated financial statements presented in this Annual Report because that disclosure for the fiscal year ended February 28, 2021 was included in our Annual Report on Form 20-F (File No. 001-40300), filed with the SEC on June 9, 2022, under the section titled “Item 5.
We have elected to omit discussion of the earliest of the three years covered by our consolidated financial statements presented in this Annual Report because that disclosure for the financial year ended February 28, 2022 was included in our Annual Report on Form 20-F (File No. 001-40300), filed with the SEC on June 13, 2023, under the section titled “Item 5.
(Refer to Note 14 to the Consolidated Annual Financial Statements, “Other financial asset” on Page F-37 and Note 28 on “Acquisition of subsidiary” on Page F-46) On December 29, 2020, prior to Karooooo’s corporate action during the year ended February 28, 2022, the group received US$58.5 million (ZAR 882.4 million) from a related party (Orient Victoria Pte Ltd) for the sole purpose of facilitating the guarantee required for Karooooo to implement the corporate action in connection with its IPO in the United States.
(Refer to Note 14 to the Consolidated Annual Financial Statements, “Other financial asset” on Page F-35) On December 29, 2020, prior to Karooooo’s corporate action during the year ended February 28, 2022, the Group received US$58.5 million (ZAR 882.4 million) from a related party (Orient Victoria Pte Ltd) for the sole purpose of facilitating the guarantee required for Karooooo to implement the corporate action in connection with its IPO in the United States.
Contractual Obligations The following table summarizes our contractual obligations as of February 28, 2023. The table below analyses the group’s financial liabilities into relevant maturity groupings based on the remaining period at the statement of financial position to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows and include contractual interest payments.
Contractual Obligations The following table summarizes our contractual obligations as of February 29, 2024. The table below analyses the Group’s financial liabilities into relevant maturity groupings based on the remaining period at the statement of financial position to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows and include contractual interest payments.
Quarterly Financial Information and Other Information The following table sets forth our unaudited quarterly operational and financial information for each of the nine most recent quarters for the period ended February 28, 2023.We have prepared the unaudited quarterly operational and financial information on a consistent basis with the consolidated financial statements included elsewhere in this annual report.
Quarterly Financial Information and Other Information The following table sets forth our unaudited quarterly operational and financial information for each of the nine most recent quarters for the period ended February 29, 2024.We have prepared the unaudited quarterly operational and financial information on a consistent basis with the consolidated financial statements included elsewhere in this annual report.
Management believes that ARPU of approximately ZAR 150 provides attractive margins and sustainable growth in most countries.
Management believes that ARPU of approximately ZAR 160 provides attractive margins and sustainable growth in most countries.
Covenants The Revolving Credit Facility contains certain financial maintenance covenants as well as customary negative covenants, including, but not limited to, restrictions on Cartrack Proprietary Limited and its restricted subsidiaries’ ability to merge and consolidate with other companies, incur indebtedness, make investments, grant liens or security interests on assets, pay dividends or make other restricted payments, sell or otherwise transfer assets or enter into transactions with affiliates.
Covenants The Loan contained certain financial maintenance covenants as well as customary negative covenants, including, but not limited to, restrictions on Cartrack Proprietary Limited and its restricted subsidiaries’ ability to merge and consolidate with other companies, incur indebtedness, make investments, grant liens or security interests on assets, pay dividends or make other restricted payments, sell or otherwise transfer assets or enter into transactions with affiliates.
The following table shows our historical ARPU for each of the periods presented: As of February 28 Y-o-Y % 2023 2023 2022 2021 2023 2022 (U.S.$ (1) ) (in R’s) Average Revenue Per Subscribers (a non-IFRS measure) 8 155 151 154 3 % (2 )% (1) For convenience purposes only, amounts in South African rand as at February 28, 2023 have been translated to U.S. dollars using an exchange rate of ZAR 18.3425 to U.S.$1.00, the exchange rate for U.S. dollars at February 28, 2023 as set forth in the H.10 statistical release of the Board of Governors of the Federal Reserve System.
The following table shows our historical ARPU for each of the periods presented: As of February 29/28 Y-o-Y % 2024 2024 2023 2022 (2) 2024 2023 (U.S.$ (1) ) (in R’s) Average Revenue Per Subscribers (a non-IFRS measure) 8 160 155 151 3 % 3 % (1) For convenience purposes only, amounts in South African rand as at February 29, 2024 have been translated to U.S. dollars using an exchange rate of ZAR 19.1884 to U.S.$1.00, the exchange rate for U.S. dollars at February 29, 2024 as set forth in the H.10 statistical release of the Board of Governors of the Federal Reserve System.
This result includes Carzuka’s losses of ZAR 43.8 million (FY 2022: ZAR 12.4 million loss) incurred in the period. Karooooo is investing for the future in building Carzuka and Karooooo Logistics for scale, supported by the group’s strong cash flow generative business model and the ability to leverage the untapped network effects of the Cartrack platform.
This result includes Carzuka’s losses of ZAR 43.3 million (FY 2023: ZAR 43.8 million loss) incurred in the period. Karooooo is investing for the future in building Karooooo Logistics for scale, supported by the Group’s strong cash flow generative business model and the ability to leverage the untapped network effects of the Cartrack platform.
Overdraft Facility In February 2021, Cartrack Proprietary Limited entered into an unsecured ZAR 75.0 million overdraft facility with Mercantile Bank, a division of Capitec Bank Limited (“Mercantile Bank”), pursuant to the Addendum to the Short-Term Facility Letter dated February 12, 2021 by and between Cartrack Proprietary Limited and Mercantile Bank (the “Overdraft Facility”).
Overdraft Facility In February 2021, Cartrack Proprietary Limited entered into an unsecured ZAR 75.0 million short-term overdraft facility with Capitec Bank Limited, previously Mercantile Bank (“Mercantile Bank”), pursuant to the Addendum to the Short-Term Facility Letter dated February 12, 2021 between Cartrack Proprietary Limited and Mercantile Bank (the “Overdraft Facility”).
LIQUIDITY AND CAPITAL RESOURCES Our principal sources of liquidity are our cash generated from operations, cash and cash equivalents on hand and borrowings available under our revolving credit facility. Cash and cash equivalents consist primarily of cash on deposit with banks.
LIQUIDITY AND CAPITAL RESOURCES Our principal sources of liquidity are our cash generated from operations, cash and cash equivalents on hand and borrowings available under a funding facility. Cash and cash equivalents consist primarily of cash on deposit with banks.
The method in providing for expected credit losses is consistent with prior years. 65 Finance Income Finance income increased ZAR 17.2 million, or 282%, for the year ended February 28, 2023 compared to the year ended February 28, 2022. This was primarily due to an increase in interest earned on positive bank balances during the course of the year.
The method in providing for expected credit losses is consistent with prior years. 65 Finance Income Finance income increased ZAR 16.2 million, or 70%, for the year ended February 29, 2024 compared to the year ended February 28, 2023. This was primarily due to an increase in interest earned on positive bank balances during the course of the year.
For the years ended February 28, 2023 and February 28, 2022, free cash flow was ZAR 547.0 million and ZAR 379.1 million, respectively, which represents a 44% increase period over period and an increase in net cash generated from operating activities at ZAR 1,126.7 million (2022: ZAR 931.7 million) This result was achieved notwithstanding the group’s strategic investment in expansion, brand building and customer acquisition for long-term, sustainable growth. 59 For the years ended February 28, 2022 and February 28, 2021, free cash flow was ZAR 379.1 million and ZAR 459.8 million, respectively, which represents a 18% decrease period over period primarily due to a 1% decrease in net cash generated from operating activities at ZAR 931.7 million (2021: ZAR 937.9 million) given Karooooo’s continued and strategic investment into customer acquisition and long-term growth and strategic decisions to increase its investment into property, plant and equipment and infrastructure (predominantly being telematics devices and components) with ZAR 552.6 million invested during 2022, 16% more than the ZAR 478.0 million invested in 2021.
This result was achieved notwithstanding the Group’s strategic investment in expansion, brand building and customer acquisition for long-term, sustainable growth. 59 For the years ended February 28, 2023 and February 28, 2022, free cash flow was ZAR 547.0 million and ZAR 379.1 million, respectively, which represents a 44% increase period over period and an increase in net cash generated from operating activities at ZAR 1,126.7 million (2022: ZAR 931.7 million) given Karooooo’s strategic investment into customer acquisition and long-term growth and strategic decisions to increase its investment into property, plant and equipment and infrastructure (predominantly being telematics devices and components) with ZAR 579.7 million invested during 2023, 5% more than the ZAR 552.6 million invested in 2022.
This growth is welcome justification of our belief in the sustainability of its agile, data-enhanced and highly scalable business model. It is also a testament to Karooooo’s customer-centric innovation in solving unique mobility needs. Karooooo Logistics delivered significant revenue growth to ZAR 179.6 million (2022: ZAR 42.0 million), up 327%.
This growth is welcome justification of our belief in the sustainability of its agile, data-enhances and highly scalable business model. It is also a testament to Karooooo’s customer-centric innovation in solving unique mobility needs Karooooo Logistics delivered significant revenue growth to ZAR 317.0 million (2023: ZAR 179.6 million), up 77%.
Karooooo Logistics focuses on delivery-as-a-service (“Daas”) through selected third-party sourced drivers and logistics companies, and charges per delivery. The business model has been highly scalable and is delivering solid growth. Cost of Sales Karooooo’s cost of sales increased ZAR 312.1 million, or 34%, for the year ended February 28, 2023 compared to the year ended February 28, 2022.
Karooooo Logistics focuses on delivery-as-a-service (“DaaS”) through selected third-party sourced drivers and logistics companies, and charges per delivery. The business model has been highly scalable and is delivering solid growth. Cost of Sales Karooooo’s cost of sales increased ZAR 280.0 million, or 23%, for the year ended February 29, 2024 compared to the year ended February 28, 2023.
The following table shows our SaaS ARR for each of the periods presented calculated using subscription revenue for the last month in each period: As of February 28 Y-o-Y % 2023 2023 2022 2021 2023 2022 (U.S.$ thousands (1) ) (in R thousands) SaaS Annualized Recurring Revenue (a non-IFRS measure) 176,377 3,235,202 2,727,588 2,377,108 19 % 15 % (1) For convenience purposes only, amounts in South African rand as at February 28, 2023 have been translated to U.S. dollars using an exchange rate of ZAR 18.3425 to U.S.$1.00, the exchange rate for U.S. dollars at February 28, 2023 as set forth in the H.10 statistical release of the Board of Governors of the Federal Reserve System.
The following table shows our SaaS ARR for each of the periods presented calculated using subscription revenue for the last month in each period: As of February 29/28 Y-o-Y % 2024 2024 2023 2022 (2) 2024 2023 (U.S.$ thousands (1) ) (in R thousands) SaaS Annualized Recurring Revenue (a non-IFRS measure) 196,441 3,769,381 3,235,202 2,727,588 17 % 19 % (1) For convenience purposes only, amounts in South African rand as at February 29, 2024 have been translated to U.S. dollars using an exchange rate of ZAR 19.1884 to U.S.$1.00, the exchange rate for U.S. dollars at February 29, 2024 as set forth in the H.10 statistical release of the Board of Governors of the Federal Reserve System.
We believe that the continued and strategic investment in enhancing our vertically integrated sales and marketing capabilities to leverage our go-to-market strategy drives customer acquisition and places us well for long term growth and margin expansion. 64 General and Administration Year ended February 28 2023 2023 2022 Y-o-Y % (U.S.$ thousands (1) ) (in R thousands) General and administration (2) (38,414 ) (704,603 ) (555,327 ) 27 % (1) For convenience purposes only, amounts in South African rand as at February 28, 2023 have been translated to U.S. dollars using an exchange rate of ZAR 18.3425 to U.S.$1.00, the exchange rate for U.S. dollars at February 28, 2023 as set forth in the H.10 statistical release of the Board of Governors of the Federal Reserve System.
We believe that the continued and strategic investment in enhancing our vertically integrated sales and marketing capabilities to leverage our go-to-market strategy drives customer acquisition and places us well for long term growth and margin expansion. 64 General and Administration Year ended February 29/28 2024 2024 2023 Y-o-Y % (U.S.$ thousands (1) ) (in R thousands) General and administration (43,651 ) (837,606 ) (704,603 ) 19 % (1) For convenience purposes only, amounts in South African rand as at February 29, 2024 have been translated to U.S. dollars using an exchange rate of ZAR 19.1884 to U.S.$1.00, the exchange rate for U.S. dollars at February 29, 2024 as set forth in the H.10 statistical release of the Board of Governors of the Federal Reserve System.
Our business has experienced scale, growth, strong profitability, cash generation and capital efficiency in recent years. For the year ended February 28, 2023, we generated subscription revenues of ZAR 3,010.1 million compared to subscription revenues of ZAR 2,568.2 million for the year ended February 28, 2022, reflecting year-over-year growth of 17%. Cartrack’s subscription revenue represented 98% of Cartrack’s total revenue.
Our business has experienced scale, growth, strong profitability, cash generation and capital efficiency in recent years. For the year ended February 29, 2024, we generated subscription revenues of ZAR 3,535.8 million compared to subscription revenues of ZAR 3,010.1 million for the year ended February 28, 2023, reflecting year-over-year growth of 17%. Cartrack’s subscription revenue represented 97% of Cartrack’s total revenue.
Where appropriate, partnerships with third party technology providers are established to create incremental value to customers in the markets we serve. We believe that maintaining strong financial discipline and prudent investment of capital provides a strong foundation for growth. For the year ended February 28, 2023, we grew our subscribers to 1,717,077 (FY2022: 1,525,972) despite challenging macro-economic conditions.
Where appropriate, partnerships with third party technology providers are established to create incremental value to customers in the markets we serve. We believe that maintaining strong financial discipline and prudent investment of capital provides a strong foundation for growth. For the year ended February 29, 2024, we grew our subscribers to 1,971,532 (FY2023: 1,717,077) despite continued challenging macro-economic conditions.
For the years ended February 28, 2023, and February 28, 2022, Cartrack had 1,717,077 and 1,525,972 subscribers, respectively, which represents net subscriber growth of 191,105 or a 13% increase from period to period as a result of gross subscriber additions of 449,291 and gross subscriber churn of 258,186.
As of February 28, 2023, and February 28, 2022, Karooooo had 1,717,077 and 1,525,972 subscribers, respectively, which represents net subscriber growth of 191,105 or a 13% increase from period to period as a result of gross subscriber sales of 449,291 and gross subscriber churn of 258,186.
For the years ended February 28, 2023, February 28, 2022 and February 28, 2021, Karooooo’s subscription revenue was ZAR 3,010.1 million, ZAR 2,568.2 million and ZAR 2,209.0 million, respectively, which represents a 17% and 16% increase respectively compared to the prior period, as a result of resilient subscriber growth.
For the years ended February 29, 2024, February 28, 2023 and February 28, 2022, Karooooo’s subscription revenue was ZAR 3,535.8 million, ZAR 3,010.1 million and ZAR 2,568.2 million, respectively, which represents a 17% and 17% increase respectively compared to the prior period, as a result of resilient subscriber growth.
Cartrack’s sales and marketing operating expenses increased ZAR 73.8 million, or 23%, for the year ended February 28, 2023 compared to the year ended February 28, 2022 with a significant recruitment drive focused mainly on sales and customer experience.
Cartrack’s sales and marketing operating expenses increased ZAR 77.8 million, or 20%, for the year ended February 29, 2024 compared to the year ended February 28, 2023 with a significant recruitment drive focused mainly on sales and customer experience.
The increase in operating expenses is set forth in more detail below: Sales and Marketing Year ended February 28 2023 2023 2022 Y-o-Y % (U.S.$ thousands (1) ) (in R thousands) Sales and marketing (23,505 ) (431,140 ) (333,259 ) 29 % (1) For convenience purposes only, amounts in South African rand as at February 28, 2023 have been translated to U.S. dollars using an exchange rate of ZAR 18.3425 to U.S.$1.00, the exchange rate for U.S. dollars at February 28, 2023 as set forth in the H.10 statistical release of the Board of Governors of the Federal Reserve System.
The increase in operating expenses is set forth in more detail below: Sales and Marketing Year ended February 29/28 2024 2024 2023 Y-o-Y % (U.S.$ thousands (1) ) (in R thousands) Sales and marketing (26,104 ) (500,903 ) (431,140 ) 16 % (1) For convenience purposes only, amounts in South African rand as at February 29, 2024 have been translated to U.S. dollars using an exchange rate of ZAR 19.1884 to U.S.$1.00, the exchange rate for U.S. dollars at February 29, 2024 as set forth in the H.10 statistical release of the Board of Governors of the Federal Reserve System.
We serve customers in 25 countries across five continents, supporting more than 1.7 million subscribers as of February 28, 2023 and our highly scalable platform serves large multinational enterprises and individual consumers alike, enabling us to address a large, growing and underpenetrated global market. As of February 28, 2023, we had more than 105,000 commercial customers (Fiscal 2022: 88,000+).
We serve customers in 25 countries across five continents, supporting more than 1.97 million subscribers as of February 29, 2024 and our highly scalable platform serves large multinational enterprises and individual consumers alike, enabling us to address a large, growing and underpenetrated global market. As of February 29, 2024, we had more than 121,000 commercial customers (FY2023: 105,000+).
Sales and marketing basic salaries are a major component of the cost of acquiring new customers and are not expensed over the expected life span of a customer, but rather when incurred. This component increased ZAR 36.9 million, or 17%, for the year ended February 28, 2023.
Sales and marketing basic salaries are a major component of the cost of acquiring new customers and are not expensed over the expected life span of a customer, but rather when incurred. This component increased ZAR 73.8 million, or 29%, for the year ended February 29, 2024.
Finance Costs Finance costs decreased ZAR 2.2 million, or 18%, for the year ended February 28, 2023 compared to the year ended February 28, 2022. This was primarily due to marginally lower loan balances. Taxation Our total effective tax rate for the year ended February 28, 2023 was 31.9%, which increased from 30.1% for the year ended February 28, 2022.
Finance Costs Finance costs increased ZAR 5.7 million, or 57%, for the year ended February 29, 2024 compared to the year ended February 28, 2023. This was primarily due to marginally lower loan balances. Taxation Our total effective tax rate for the year ended February 29, 2024 was 29.2%, which decreased from 31.9% for the year ended February 28, 2023.
Cartrack Proprietary Limited has no obligations to prepay loans under our Revolving Credit Facility and may voluntarily prepay the Revolving Credit Facility, in whole or in part, subject to certain penalties and restrictions.
Cartrack Proprietary Limited had no obligations to prepay loans under our the Credit Facility and was able to voluntarily prepay the Credit Facility, in whole or in part, subject to certain penalties and restrictions.
This was primarily due to Cartrack’s cost of sales increasing by ZAR 42.9 million, or 5%.
This was primarily due to Cartrack’s cost of sales increasing by ZAR 149.9 million, or 17%.
This result includes Carzuka’s and Karooooo Logistics’s losses incurred in the period (2021: Nil). 58 Free Cash Flow and Free Cash Flow Margin (a non-IFRS measure) In addition to our results determined in accordance with IFRS, we believe free cash flow and free cash flow margin, which are non-IFRS measures, are useful in evaluating our operating performance.
This result includes Carzuka’s and Karooooo Logistics’s losses incurred during the year (2022: ZAR 12.4 million). 58 Free Cash Flow and Free Cash Flow Margin (a non-IFRS measure) In addition to our results determined in accordance with IFRS, we believe free cash flow and free cash flow margin, which are non-IFRS measures, are useful in evaluating our operating performance.
Year ended February 28 Y-o-Y % 2023 2023 2022 2021 2023 2022 (U.S.$ thousands (1) ) (in R thousands) Subscription Revenue 164,104 3,010,072 2,568,165 2,209,017 17 % 16 % (1) For convenience purposes only, amounts in South African rand as at February 28, 2023 have been translated to U.S. dollars using an exchange rate of ZAR 18.3425 to U.S.$1.00, the exchange rate for U.S. dollars at February 28, 2023 as set forth in the H.10 statistical release of the Board of Governors of the Federal Reserve System.
Year ended February 29/28 Y-o-Y % 2024 2024 2023 2022 (2) 2024 2023 (U.S.$ thousands (1) ) (in R thousands) Subscription Revenue 184,268 3,535,805 3,010,072 2,568,165 17 % 17 % (1) For convenience purposes only, amounts in South African rand as at February 29, 2024 have been translated to U.S. dollars using an exchange rate of ZAR 19.1884 to U.S.$1.00, the exchange rate for U.S. dollars at February 29, 2024 as set forth in the H.10 statistical release of the Board of Governors of the Federal Reserve System.
Research and Development Year ended February 28 2023 2023 2022 Y-o-Y % (U.S.$ thousands (1) ) (in R thousands) Research and Development (9,651 ) (177,024 ) (149,238 ) 19 % (1) For convenience purposes only, amounts in South African rand as at February 28, 2023 have been translated to U.S. dollars using an exchange rate of ZAR 18.3425 to U.S.$1.00, the exchange rate for U.S. dollars at February 28, 2023 as set forth in the H.10 statistical release of the Board of Governors of the Federal Reserve System.
Research and Development Year ended February 29/28 2024 2024 2023 Y-o-Y % (U.S.$ thousands (1) ) (in R thousands) Research and Development (11,061 ) (212,235 ) (177,024 ) 20 % (1) For convenience purposes only, amounts in South African rand as at February 29, 2024 have been translated to U.S. dollars using an exchange rate of ZAR 19.1884 to U.S.$1.00, the exchange rate for U.S. dollars at February 29, 2024 as set forth in the H.10 statistical release of the Board of Governors of the Federal Reserve System.
Security and Guarantees Cartrack Proprietary Limited’s borrowings under the Revolving Credit Facility are guaranteed by Cartrack Holdings Proprietary Limited and Cartrack Manufacturing Proprietary Limited. Security has been provided in the form of a pledge and cession by the borrower and the guarantors of certain rights in favor of the lender.
Security and Guarantees Cartrack Proprietary Limited’s borrowings under the Loan were guaranteed by Cartrack Holdings Proprietary Limited and Cartrack Manufacturing Proprietary Limited. Security had been provided in the form of a pledge and cession by the borrower and the guarantors of certain rights in favor of the lender.
Cash and cash equivalents totaled ZAR 965.8 million as of February 28, 2023. 69 We believe that our cash generated from operations, cash and cash equivalents on hand and availability under our revolving credit facility will be sufficient to fund our working capital and capital expenditure requirements for at least the next twelve months.
Cash and cash equivalents totaled ZAR 459.5 million as of February 29, 2024. 69 We believe that our cash generated from operations, cash and cash equivalents on hand and availability under our funding facility will be sufficient to fund our working capital and capital expenditure requirements for at least the next twelve months.
However, with the new business setup and new business acquired in financial year February 28, 2022, for management purposes, the group organized its business units based on its products and services into the following reportable segments: ● Cartrack is a provider of an on-the-ground operational Internet of Things (“IoT”) Software-as-a-service (“SaaS”) cloud that maximizes the value of transportation, operations and workflow data by providing insightful real-time data analytics to connected vehicles and equipment. ● Carzuka is a physical and e-commerce vehicle buying and selling marketplace which allows customers to source, buy and sell vehicles efficiently and cost effectively. ● Karooooo Logistics provides a software application enabling the management of last mile delivery and general operational logistics.
For management purposes, the Group organized its business units based on its products and services into the following reportable segments: ● Cartrack is a provider of an on-the-ground operational Internet of Things (“IoT”) Software-as-a-service (“SaaS”) cloud that maximizes the value of transportation, operations and workflow data by providing insightful real-time data analytics to connected vehicles and equipment. ● Carzuka is a physical and e-commerce vehicle buying and selling marketplace which allows customers to source, buy and sell vehicles efficiently and cost effectively.
The business models of Karooooo Logistics and Carzuka have delivered promising early results supporting scalability and good growth potential in the future.
The business model of Karooooo Logistics has delivered promising early results supporting scalability and good growth potential in the future.
Free cash flow margin was 16% and 14%, respectively, for the years ended February 28, 2023 and February 28, 2022 and was 14% and 20%, respectively, for the years ended February 28, 2022 and February 28, 2021.
Free cash flow margin was 2% and 16%, respectively, for the years ended February 29, 2024 and February 28, 2023 and was 16% and 14%, respectively, for the years ended February 28, 2023 and February 28, 2022.
Carzuka and Karooooo Logistics’s research and development operating expenses were ZAR 4.3 million and ZAR 5.7 million, respectively, incurred in the year ended February 28, 2023, compared to USD 4.9 million and ZAR 3.0 million, respectively, incurred in the year ended February 28, 2022.
Carzuka and Karooooo Logistics’ research and development operating expenses were ZAR 2.0 million and ZAR 12.9 million, respectively, incurred in the year ended February 29, 2024, compared to ZAR 4.3 million and ZAR 5.7 million, respectively, incurred in the year ended February 28, 2023.
The business models of Karooooo Logistics and Carzuka have delivered promising early results supporting scalability and good growth potential in the future. Karooooo’s Adjusted EBITDA (a non-IFRS measure) for the year was ZAR 1,426.8 million and ZAR 1,211.8 million for the years ended February 28, 2023 and February 28, 2022, respectively, reflecting year-over-year growth of 18%.
The business model of Karooooo Logistics delivered promising early results supporting scalability and good growth potential in the future. Karooooo’s Adjusted EBITDA (a non-IFRS measure) for the year was ZAR 1,690.6 million and ZAR 1,426.8 million for the years ended February 29, 2024 and February 28, 2023, respectively, reflecting year-over-year growth of 19%.
Karooooo’s sales and marketing operating expenses increased by ZAR 97.9 million or 29% for the year ended February 28, 2023 compared to the year ended February 28, 2022, impacted by Karooooo Logistics and Carzuka, sales and marketing operating expenses of ZAR 0.7 million and ZAR 35.0 million, respectively, incurred in the year ended February 28, 2023, compared to ZAR 0.4 million and ZAR 11.1 million, respectively, in the year ended February 28, 2022.
Karooooo’s sales and marketing operating expenses increased by ZAR 69.8 million or 29% for the year ended February 29, 2024 compared to the year ended February 28, 2023, impacted by Karooooo Logistics and Carzuka, sales and marketing operating expenses of ZAR 1.5 million and ZAR 26.1 million, respectively, incurred in the year ended February 29, 2024, compared to ZAR 0.7 million and ZAR 35.0 million, respectively, in the year ended February 28, 2023.
Karooooo’s research and development operating expenses increased by ZAR 27.8 million or 19% for the year ended February 28, 2023 compared to the year ended February 28, 2022 primarily due to an increase in Cartrack’s research and development operating expenses by ZAR 25.7 million, or 18%, for the year ended February 28, 2023 compared to the year ended February 28, 2022 as the group continued its investment for improvement, enrichment and expansion of its connected cloud during the year ended February 28, 2023.
Karooooo’s research and development operating expenses increased by ZAR 35.2 million or 20% for the year ended February 29, 2024 compared to the year ended February 28, 2023 primarily due to an increase in Cartrack’s research and development operating expenses by ZAR 30.3 million, or 18%, for the year ended February 29, 2024 compared to the year ended February 28, 2023 as the Group continued its investment for improvement, enrichment and expansion of its connected cloud during the year ended February 29, 2024.
Increased cost of sales of ZAR 269.2 million relating to Carzuka and Karooooo Logistics for the year ended February 28, 2023 compared to ZAR 90.4 million for the year ended February 28, 2022. is in line with the increase in revenue. 63 Other Income Other income increased ZAR 8.0 million, or 434%, for the year ended February 28, 2023 compared to the year ended February 28, 2022.
Increased cost of sales of ZAR 130.1 million relating to Carzuka and Karooooo Logistics for the year ended February 29, 2024 is in line with the increase in revenue. 63 Other Income Other income increased ZAR 2.0 million, or 20%, for the year ended February 29, 2024 compared to the year ended February 28, 2023.
Net cash generated from financing activities was also impacted by an increase in cash outflow of ZAR 9.4 million for the year ended February 28, 2023 relating to lease liabilities repayment.
Net cash utilized by financing activities was also impacted by an increase in cash outflow of ZAR 57.9 million for the year ended February 29, 2024 relating to lease liabilities repayment.
Events of Default The Revolving Credit Facility provides that, upon the occurrence of certain events of default, Cartrack Proprietary Limited’s obligations under the agreement may be accelerated.
Events of Default The Loan provided that, upon the occurrence of certain events of default, Cartrack Proprietary Limited’s obligations under the agreement may be accelerated.
Operating and Financial Review and Prospects.” Comparison of Results for the Year Ended February 28, 2023 and February 28, 2022 Revenue Cartrack’s subscription revenue increased by ZAR 441.9 million, or 17%, to ZAR 3,010.1 million for the year ended February 28, 2023 from ZAR 2,568.2 million for the year ended February 28, 2022.
Operating and Financial Review and Prospects.” Comparison of Results for the Year Ended February 29, 2024 and February 28, 2023 Revenue Cartrack’s subscription revenue increased by ZAR 525.7 million, or 17%, to ZAR 3,535.8 million for the year ended February 29, 2024 from ZAR 3,010.1 million for the year ended February 28, 2023.
However, with the new business setup and new business acquired in the financial year ended February 28, 2022, for management purposes, the group organized its business units based on its products and services into the following reportable segments: ● Cartrack is a provider of an on-the-ground operational Internet of Things (“IoT”) Software-as-a-service (“SaaS”) cloud that maximizes the value of transportation, operations and workflow data by providing insightful real-time data analytics to connected vehicles and equipment. ● Carzuka is a physical and e-commerce vehicle buying and selling marketplace which allows customers to source, buy and sell vehicles efficiently and cost effectively. ● Karooooo Logistics provides a software application enabling the management of last mile delivery and general operational logistics.
The Group organized its business units based on its products and services into the following reportable segments: ● Cartrack is a provider of an on-the-ground operational Internet of Things (“IoT”) Software-as-a-service (“SaaS”) cloud that maximizes the value of transportation, operations and workflow data by providing insightful real-time data analytics to connected vehicles and equipment. ● Carzuka is a physical and e-commerce vehicle buying and selling marketplace which allows customers to source, buy and sell vehicles efficiently and cost effectively.
The increase of ZAR 149.3 million includes Karooooo Logistics’ and Carzuka’s general and administration operating expenses of ZAR 35.8 million and ZAR 22.5 million, respectively, incurred in the year ended February 28, 2023, compared to ZAR 10.4 million and ZAR 5.3 million, respectively, incurred in the year ended February 28, 2022.
The increase of ZAR 133.0 million includes Karooooo Logistics’ and Carzuka’s general and administration operating expenses of ZAR 58.4 million and ZAR 27.6 million, respectively, incurred in the year ended February 29, 2024, compared to ZAR 35.8 million and ZAR 22.5 million, respectively, incurred in the year ended February 28, 2023.
Karooooo’s general and administration operating expenses increased by 27% to ZAR 704.6 million for the year ended February 28, 2023 from ZAR 555.3 million for the year ended February 28, 2022.
Karooooo’s general and administration operating expenses increased by 19% to ZAR 837.6 million for the year ended February 29, 2024 from ZAR 704.6 million for the year ended February 28, 2023.
Year ended February 28 Y-o-Y % 2023 2023 2022 2021 2023 2022 (U.S.$ thousands (1) ) (in R thousands) Net cash generated from operating activities 61,424 1,126,663 931,706 937,851 21 % (1 )% Less: purchase of property, plant and equipment (31,602 ) (579,656 ) (552,634 ) (478,036 ) 5 % 16 % Free cash flow (a non-IFRS measure) 29,822 547,007 379,072 459,815 44 % (18 )% Net cash generated from operating activities as a percentage of revenue 32 % 32 % 34 % 41 % Less: purchase of property, plant and equipment as a percentage of revenue (17 )% (17 )% (20 )% (21 )% Free cash flow margin (a non-IFRS measure) 16 % 16 % 14 % 20 % (1) For convenience purposes only, amounts in South African rand as at February 28, 2023 have been translated to U.S. dollars using an exchange rate of ZAR 18.3425 to U.S.$1.00, the exchange rate for U.S. dollars at February 28, 2023 as set forth in the H.10 statistical release of the Board of Governors of the Federal Reserve System.
Year ended February 29/28 Y-o-Y % 2024 2024 2023 2022 (2) 2024 2023 (U.S.$ thousands (1) ) (in R thousands) Net cash generated from operating activities 49,772 955,040 1,126,663 931,706 (15 )% 21 % Less: purchase of property, plant and equipment (45,671 ) (876,354 ) (579,656 ) (552,634 ) 51 % 5 % Free cash flow (a non-IFRS measure) 4,101 78,686 547,007 379,072 (86 )% 44 % Net cash generated from operating activities as a percentage of revenue 23 % 32 % 34 % Less: purchase of property, plant and equipment as a percentage of revenue (21 )% (17 )% (20 )% Free cash flow margin (a non-IFRS measure) 2 % 16 % 14 % (1) For convenience purposes only, amounts in South African rand as at February 29, 2024 have been translated to U.S. dollars using an exchange rate of ZAR 19.1884 to U.S.$1.00, the exchange rate for U.S. dollars at February 29, 2024 as set forth in the H.10 statistical release of the Board of Governors of the Federal Reserve System.
Asia-Pacific, Middle East and USA Revenue for Asia-Pacific, Middle East and USA increased ZAR 96.2 million, or 33%, for the year ended February 28, 2023 compared to the year ended February 28, 2022. Subscription revenue growth was driven by the number of subscribers in this region increasing 28% to 185,147 commercial subscribers at February 28, 2023 (2022:145,143).
Asia-Pacific, Middle East and USA Revenue for Asia-Pacific, Middle East and USA increased ZAR 153.5 million, or 40%, for the year ended February 29, 2024 compared to the year ended February 28, 2023. Subscription revenue growth was driven by the number of subscribers in this region increasing 24% to 230,141 commercial subscribers at February 29, 2024 (2023: 185,147).
Non-Controlling Interest Profit attributable to non-controlling interest, relates to a portion of Karooooo’s subsidiaries not owned by the parent and decreased by ZAR 15.0 million, or 56%, for the year ended February 28, 2023 compared to the year ended February 28, 2022.
Non-Controlling Interest Profit attributable to non-controlling interest, relates to a portion of Karooooo’s subsidiaries not owned by the parent and increased by ZAR 4.3 million, or 37%, for the year ended February 29, 2024 compared to the year ended February 28, 2023.
Covenants are reviewed annually unless loan instalments are not met timeously. The next review date is October 31, 2023. From the inception date to the date of this report, Purple Rain has not breached the LTV covenant of 77%.
Covenants are reviewed annually unless loan instalments are not met timeously. The next review date is November 28, 2024. From the inception date to the date of this report, Purple Rain has not breached the LTV covenant of 77% and Min DSCR of 1.2x.
Cartrack’s operating expenses increased ZAR 205.1 million, or 19%, for the year ended February 28, 2023 compared to the year ended February 28, 2022 were predominantly contributed by ZAR 12.4 million in foreign exchange losses as a result of volatile exchange rates and an increase of ZAR 89.5 million in salary expenses, given Cartrack’s continued preparation for future growth.
Cartrack’s operating expenses increased ZAR 234.8 million, or 18%, for the year ended February 29, 2024 compared to the year ended February 28, 2023 were predominantly contributed by ZAR 2.3 million in foreign exchange losses as a result of volatile exchange rates and an increase of ZAR 57 million in salary expenses, given Cartrack’s continued preparation for future growth.
As of February 28 Y-o-Y % 2023 2022 2021 2023 2022 Subscribers (as of end of period) 1,717,077 1,525,972 1,306,000 13 % 17 % The number of subscribers on our platform directly drives our subscription revenue, which made up 86% of total group’s revenue for the fiscal year ended February 28, 2023.
As of February 29/28 Y-o-Y % 2024 2023 2022 (2) 2024 2023 Subscribers (as of end of period) 1,971,532 1,717,077 1,525,972 15 % 13 % The number of subscribers on our platform directly drives our subscription revenue, which made up 84% of total Group’s revenue for the financial year ended February 29, 2024.
Year ended February 28 Y-o-Y % 2023 2023 2022 2021 2023 2022 (U.S.$ thousands (1) ) (in R thousands) Profit for the year 33,191 608,806 476,607 497,420 28 % (4 )% Less: Finance income (1,268 ) (23,255 ) (6,083 ) (4,358 ) 282 % 40 % Add: Finance costs 550 10,095 12,331 9,302 (18 )% 33 % Add: Fair value changes to derivate assets 53 971 506 - 92 % 100 % Add: Taxation 15,554 285,298 205,476 198,628 39 % 3 % Add: Depreciation of property, plant and equipment and amortization of intangible assets 29,709 544,929 497,359 398,792 10 % 25 % Add: IPO costs - - 10,288 25,570 (100 )% (60 )% Add: Capitalized commission assets written-off (2) - - 15,301 - (100 )% 100 % Adjusted EBITDA (a non-IFRS measure) 77,789 1,426,844 1,211,785 1,125,354 18 % 8 % Profit Margin 17 % 17 % 17 % 22 % Adjusted EBITDA Margin (a non-IFRS measure) 41 % 41 % 44 % 49 % (1) For convenience purposes only, amounts in South African rand as at February 28, 2023 have been translated to U.S. dollars using an exchange rate of ZAR 18.3425 to U.S.$1.00, the exchange rate for U.S. dollars at February 28, 2023 as set forth in the H.10 statistical release of the Board of Governors of the Federal Reserve System.
Year ended February 29/28 Y-o-Y % 2024 2024 2023 2022 (3) 2024 2023 (U.S.$ thousands (1) ) (in R thousands) Profit for the year 39,303 754,156 608,806 476,607 24 % 28 % Less: Finance income (2,054 ) (39,418 ) (23,255 ) (6,083 ) 70 % 282 % Add: Finance costs 825 15,822 10,095 12,331 57 % (18 )% Add: Fair value changes to derivate assets 20 388 971 506 (60 )% 92 % Add: Taxation 16,237 311,554 285,298 205,476 9 % 39 % Add: Depreciation of property, plant and equipment and amortization of intangible assets 33,778 648,142 544,931 497,359 19 % 10 % Add: IPO costs - - - 10,288 - (100 )% Add: Capitalized commission assets written-off (2) - - - 15,301 - (100 )% Adjusted EBITDA (a non-IFRS measure) 88,109 1,690,644 1,426,846 1,211,785 18 % 18 % Profit Margin 18 % 17 % 17 % Adjusted EBITDA Margin (a non-IFRS measure) 40 % 41 % 44 % (1) For convenience purposes only, amounts in South African rand as at February 29, 2024 have been translated to U.S. dollars using an exchange rate of ZAR 19.1884 to U.S.$1.00, the exchange rate for U.S. dollars at February 29, 2024 as set forth in the H.10 statistical release of the Board of Governors of the Federal Reserve System.

… 76 more changes not shown on this page.

Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

12 edited+2 added−1 removed48 unchanged
Biggest changeOur current directors are divided among the three classes as follows: ● the Class I director that retired at the first annual meeting of stockholders held after the Nasdaq listing, Andrew Leong, was re-elected for a term of three years; ● the Class II directors are Kim White and Siew Koon Lim, who were both re-elected at the AGM held on August 26, 2021 for a term of three years; and ● the Class III directors are Isaias (Zak) Jose Calisto and Hoe Shin Goy, and their terms will expire at the third annual meeting of stockholders held after the Nasdaq listing, which will be held on July 12, 2023.
Biggest changeOur current directors are divided among the three classes as follows: ● the Class I director that retired at the first annual meeting of stockholders held after the Nasdaq listing, Andrew Leong, was re-elected for a term of three years which term will expire at the upcoming fourth annual meeting of stockholders; ● the Class II directors are Kim White and Siew Koon Lim; and ● the Class III directors are Isaias (Zak) Jose Calisto and Hoe Shin Goy, who were both re-elected at the AGM held on July 12, 2023, for a term of three years.
BOARD PRACTICES Board Composition Board Composition Our board of directors is composed of five members, of whom Siew Koon Lim, Andrew Leong and Kim White qualify as “independent” under Nasdaq listing rules. Our constitution provides that our board of directors initially be divided into three classes with staggered terms over a three-year period.
BOARD PRACTICES Board Composition Our board of directors is composed of five members, of whom Siew Koon Lim, Andrew Leong and Kim White qualify as “independent” under Nasdaq listing rules. Our constitution provides that our board of directors initially be divided into three classes with staggered terms over a three-year period.
Ventura joined Cartrack Holdings Limited in 2015 as a senior Software Engineer and he was promoted to Chief Technical Officer in November 2020 assuming full responsibility for the strategic and technical direction of Research and Development and our IT infrastructure. Prior to joining Cartrack Holdings Limited, Mr.
Ventura joined Cartrack Holdings Limited in 2015 as a senior Software Engineer and he was promoted to Chief Technology Officer in November 2020 assuming full responsibility for the strategic and technical direction of Research and Development and our IT infrastructure. Prior to joining Cartrack Holdings Limited, Mr.
Marais was included as executive officer by virtue of his shareholding in Karooooo. Mr. Marais is the beneficial owner of 3,140,000 shares through One Spire (Pty) Ltd., which corresponds to 10.14% of the issued and outstanding shares of the Company. 78 C.
Marais was included as executive officer by virtue of his shareholding in Karooooo. Mr. Marais is the beneficial owner of 3,140,000 shares through One Spire (Pty) Ltd., which corresponds to 10.16% of the outstanding shares of the Company. 78 C.
Marais is the beneficial owner of 3,140,000 shares through One Spire (Pty) Ltd., which corresponds to 10.14% of the issued and outstanding shares of the Company. Senior Management The following table sets forth information regarding members of our current senior management team.
Marais is the beneficial owner of 3,140,000 shares through One Spire (Pty) Ltd., which corresponds to 10.16% of the outstanding shares of the Company. Senior Management The following table sets forth information regarding members of our current senior management team.
Name Age Position Isaias (Zak) Jose Calisto 56 Executive Officer and Executive Chairman Hoe Shin Goy 43 Executive Officer Siew Koon Lim 64 Lead Independent Director Andrew Leong 48 Independent Director Kim White 47 Independent Director Board Diversity Matrix (as at February 28, 2023) Country of Principal Executive Offices “Home Country” Singapore Foreign Private Issuer Yes Disclosure Prohibited Under Home Country Law No Total number of Directors 5 Did not disclose Name Female Male Non-Binary gender Part I: Gender Identity Directors 3 2 0 0 Part II: Demographic Background Underrepresented Individual in Home Country Jurisdiction 0 LGBTQ+ 0 Did Not Disclose Demographic Background 0 Executive Officers The table below sets forth information regarding individuals who serve as executive officers.
Name Age Position Isaias (Zak) Jose Calisto 57 Executive Officer and Executive Chairman Hoe Shin Goy 44 Executive Officer Siew Koon Lim 65 Lead Independent Director Andrew Leong 49 Independent Director Kim White 48 Independent Director Board Diversity Matrix (as at February 29, 2024) Country of Principal Executive Offices “Home Country” Singapore Foreign Private Issuer Yes Disclosure Prohibited Under Home Country Law No Total number of Directors 5 Did not disclose Name Female Male Non-Binary gender Part I: Gender Identity Directors 3 2 0 0 Part II: Demographic Background Underrepresented Individual in Home Country Jurisdiction 0 LGBTQ+ 0 Did Not Disclose Demographic Background 0 Executive Officers The table below sets forth information regarding individuals who serve as executive officers.
Name Age Position Richard Schubert 49 Chief Operating Officer Carmen Calisto 26 Chief Strategy and Marketing Officer Pedro Ventura 35 Chief Technology Officer 76 The following sets forth certain biographical information with respect to our directors, executive officers and senior management.
Name Age Position Richard Schubert 50 Chief Operating Officer Carmen Calisto 27 Chief Strategy and Marketing Officer Pedro Ventura 36 Chief Technology Officer 76 The following sets forth certain biographical information with respect to our directors, executive officers and senior management.
Name Age Position Isaias (Zak) Jose Calisto 56 Chief Executive Officer Hoe Shin Goy 43 Chief Financial Officer Juan Marais (1) 54 Chief Sales Officer 1. Mr. Marais is included above as executive officer by virtue of his shareholding in Karooooo. Mr.
Name Age Position Isaias (Zak) Jose Calisto 57 Chief Executive Officer Hoe Shin Goy 44 Chief Financial Officer Juan Marais (1) 55 Chief Sales Officer 1. Mr. Marais is included above as executive officer by virtue of his shareholding in Karooooo. Mr.
COMPENSATION Directors and Executive Officer Compensation footnote The following table provides information about the aggregate compensation, including benefits in kind, accrued or paid to our executive officers and directors with respect to the years ended February 2023 and 2022 for services in all capacities: Year ended February 28 2023 2023 (2) 2022 (2) (U.S.$ thousands (1) ) (in R thousands) Short-term employee benefits 903 16,557 13,109 Post-employment benefits 21 378 276 924 16,935 13,385 (1) For convenience purposes only, amounts in South African rand as at February 28, 2023 have been translated to U.S. dollars using an exchange rate of ZAR 18.3425 to U.S.$1.00, the exchange rate for U.S. dollars at February 28, 2023 as set forth in the H.10 statistical release of the Board of Governors of the Federal Reserve System.
COMPENSATION Directors and Executive Officer Compensation footnote The following table provides information about the aggregate compensation, including benefits in kind, accrued or paid to our executive officers and directors with respect to the years ended February 2024 and 2023 for services in all capacities: Year ended February 29/28 2024 2024 (2) 2023 (2) (U.S.$ thousands (1) ) (in R thousands) Short-term employee benefits 943 18,094 16,557 Post-employment benefits 22 430 378 965 18,524 16,935 (1) For convenience purposes only, amounts in South African rand as at February 29, 2024 have been translated to U.S. dollars using an exchange rate of ZAR 19.1884 to U.S.$1.00, the exchange rate for U.S. dollars at February 29, 2024 as set forth in the H.10 statistical release of the Board of Governors of the Federal Reserve System.
SHARE OWNERSHIP For information regarding the share ownership of our directors and executive officers, please refer to Item 6.B. “—Compensation” and Item 7.A. “Major Shareholders and Related Party Transactions—Major Shareholders.” F. DISCLOSURE OF A REGISTRANT’S ACTION TO RECOVER ERRONEOUSLY AWARDED COMPENSATION Not applicable. 80
SHARE OWNERSHIP For information regarding the share ownership of our directors and executive officers, please refer to Item 6.B. “—Compensation” and Item 7.A. “Major Shareholders and Related Party Transactions—Major Shareholders.” F.
EMPLOYEES As at February 28, 2023, we had 4,039 full-time employees, of which 2,816 are located in South Africa, 221 are located in Africa-Other, 288 are located in Europe, and 714 are located in Asia-Pacific, Middle East and USA. None of our employees are represented by a labor union or covered by a collective bargaining agreement.
EMPLOYEES As at February 29, 2024, we had 4,387 full-time employees, of which 2,965 are located in South Africa, 305 are located in Africa-Other, 307 are located in Europe, and 810 are located in Asia-Pacific, Middle East and USA. None of our employees are represented by a labor union or covered by a collective bargaining agreement.
She was re-elected for a term of three years and also fulfils the position of Lead Independent Director, tasked to oversee governance and ensure independent decision-making by the board. We have not entered into service contracts with any directors of our company or any of our subsidiaries providing for benefits upon termination of employment.
For additional information regarding our board of directors, see Exhibit 2.2 “Description of Ordinary Shares—Election and Reelection of Directors.” We have not entered into service contracts with any directors of our company or any of our subsidiaries providing for benefits upon termination of employment.
Removed
For additional information regarding our board of directors, see Exhibit 2.2 “Description of Ordinary Shares—Election and Reelection of Directors.” Siew Koon Lim was appointed as an additional director in accordance with article 92 of our Constitution, which required her to retire at the first annual general meeting of shareholders following her appointment.
Added
DISCLOSURE OF A REGISTRANT’S ACTION TO RECOVER ERRONEOUSLY AWARDED COMPENSATION Pursuant to Rule 10D-1 under the Exchange Act and Nasdaq Rule 5608, on November 20, 2023, we adopted a Compensation Recoupment Policy providing that we will recover reasonably promptly the amount of erroneously awarded incentive-based compensation from any “Executive Officer” (as such term is defined in Rule 10D-1 under the Exchange Act and Nasdaq Rule 5608) in the event that the Company is required to prepare an accounting restatement due to our material noncompliance with any financial reporting requirement under the U.S. securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period.
Added
A copy of our Compensation Recoupment Policy is filed as Exhibit 97.1 hereto. During the financial year ended February 29, 2024, we were not required to recoup any compensation awarded under the Compensation Recoupment Policy. 80

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

19 edited+2 added−1 removed23 unchanged
Biggest changeAs of May 19, 2023 Name of Owner Number Percent Directors and Executive Officers Directors Isaias (Zak) Jose Calisto (1) 20,028,811 64.71 % Hoe Shin Goy - 0.0 % Kim White - 0.0 % Siew Koon Lim - 0.0 % Andrew Leong - 0.0 % Executive Officers Richard Schubert - 0.0 % Juan Marais (2) 3,140,000 10.14 % Carmen Calisto 188 0.0 % Pedro Ventura - 0.0 % All executive officers and directors as a group (9 persons) 23,168,999 74.85 % Other 5% Shareholders Gobi Capital LLC (3) 2,177,218 7.03 % Total Ordinary Shares 30,951,106 100.0 % (1) Mr.
Biggest changeAs of May 31, 2024 Name of Owner Number Percent Directors and Executive Officers Directors Isaias (Zak) Jose Calisto (1) 20,028,811 64,81 Hoe Shin Goy (2) Kim White Siew Koon Lim Andrew Leong Executive Officers Richard Schubert (3) Juan Marais (4) 3,140,000 10,16 Carmen Calisto Pedro Ventura All executive officers and directors as a group (9 persons) 23,168,811 74,97 Other 5% Shareholders Gobi Capital LLC (5) 2,206,155 7,14 Total Ordinary Shares 25,374,966 82,11 (1) Mr.
The complete asset estimated to be ZAR 404.1 million equates to an estimated monthly long term lease cost of ZAR 115 per square meter, in comparison to the current market rate of ZAR 140 per square meter with an annual escalation of 8%. The new offices, including 404 parking bays, will have a built-up area of approximately 31,800 square meters.
The complete asset estimated to be ZAR 396.0 million equates to an estimated monthly long term lease cost of ZAR 115 per square meter, in comparison to the current market rate of ZAR 140 per square meter with an annual escalation of 8%. The new offices, including 404 parking bays, will have a built-up area of approximately 31,800 square meters.
The loan was extended by a further ZAR 8.4 million during the 2021 financial year and another ZAR 6.4 million during the 2023 financial year. Our Chief Executive Officer, Isaias (Zak) Jose Calisto, serves as a trustee of the Kubu Trust that owns 100% of Bumbene House (Proprietary) Limited.
The loan was extended by a further ZAR 8.4 million during the 2021 financial year, ZAR 6.4 million during the 2023 financial year and another ZAR 2.4 million in the 2024 financial year. Our Chief Executive Officer, Isaias (Zak) Jose Calisto, serves as a trustee of the Kubu Trust that owns 100% of Bumbene House (Proprietary) Limited.
Item 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS A. MAJOR SHAREHOLDERS The following table sets forth information as at May 19, 2023 regarding actual ownership of our ordinary shares by: ● each person or entity we know to own 5% or more of our ordinary shares; ● each executive officer; and ● each director.
Item 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS A. MAJOR SHAREHOLDERS The following table sets forth information as at May 31, 2024 regarding actual ownership of our ordinary shares by: ● each person or entity we know to own 5% or more of our ordinary shares; ● each executive officer; and ● each director.
The Lease Agreements were terminated during fiscal 2022 and the shares of Purple Rain were acquired by Cartrack Holdings Proprietary Limited, terminating the only material related party transaction within the group - more detail below “acquisitions”.
The Lease Agreements were terminated during FY2022 and the shares of Purple Rain were acquired by Cartrack Holdings Proprietary Limited, terminating the only material related party transaction within the Group - more detail below “acquisitions”.
Calisto owns 20,028,811 shares, or 64.71%. However, Mr. Calisto and One Spire (Pty) Ltd. have agreed that if Mr.
Calisto owns 20,028,811 shares, or 64.81%. However, Mr. Calisto and One Spire (Pty) Ltd. have agreed that if Mr.
The put option expired on August 31, 2022. As this was a transaction between Karooooo and the ultimate controlling shareholder of Karooooo, Isaias (Zak) Jose Calisto, the fair value and subsequent changes in fair value of the put option is recognized directly against retained earnings, amounting to ZAR 15.3 million. Refer to FS – page F-37.
The put option expired on August 31, 2022. As this was a transaction between Karooooo and the ultimate controlling shareholder of Karooooo, Isaias (Zak) Jose Calisto, the fair value and subsequent changes in fair value of the put option is recognized directly against retained earnings, amounting to ZAR 15.3 million.
The U.S. shareholder of record is CEDE & CO., a nominee of The Depository Trust Company. We believe that the shares held by CEDE & CO. include ordinary shares beneficially owned by both holders in the United States and non-U.S. beneficial owners. The share register in South Africa holds 6,718,454 ordinary shares. B.
The U.S. shareholder of record is CEDE & CO., a nominee of The Depository Trust Company. We believe that the shares held by CEDE & CO. include ordinary shares beneficially owned by both holders in the United States and non-U.S. beneficial owners. The share register in South Africa holds 5,204,388 ordinary shares. B.
For purposes of the table below, the percentage ownership calculations are based on 30,951,106 ordinary shares outstanding as of May 20, 2022. To the extent different, beneficial ownership determined in accordance with the rules of the SEC, including voting or investment power with respect to the securities, is described in the footnotes to the table.
For purposes of the table below, the percentage ownership calculations are based on 30,900,000 ordinary shares outstanding as of May 31, 2024. To the extent different, beneficial ownership determined in accordance with the rules of the SEC, including voting or investment power with respect to the securities, is described in the footnotes to the table.
Amounts due under this loan bear no interest, have no fixed terms of repayment and are repayable on demand. As at February 28, 2023, ZAR 25.8 million of this loan remained outstanding in full.
Amounts due under this loan bear no interest, have no fixed terms of repayment and are repayable on demand. As at February 29, 2024, ZAR 28.2 million of this loan remained outstanding in full.
Subsequent to the acquisition the office buildings have been demolished and the properties consolidated to enable the erection of a head office suite for South Africa. The full total cost for the redevelopment of the office premises, including the site, is estimated to be ZAR 404.1 million.
Subsequent to the acquisition the office buildings have been demolished and the properties consolidated to enable the erection of a head office suite for South Africa. At February 29, 2024, the full total cost for the redevelopment of the office premises, including the site, is estimated to be ZAR 396.0 million.
Purple Rain was an entity in which our Chief Executive Officer, Isaias (Zak) Jose Calisto, owned an 85% stake. Under the Lease Agreements, the aggregate amount of payments paid to Purple Rain were ZAR 7.2 million, ZAR 12.4 million and ZAR 16.4 million for the years ended February 28, 2022, February 28, 2021 and February 29, 2020, respectively.
Purple Rain was an entity in which our Chief Executive Officer, Isaias (Zak) Jose Calisto, owned an 85% stake. Under the Lease Agreements, the aggregate amount of payments paid to Purple Rain were ZAR 7.2 million for the year ended February 28, 2022.
Calisto and One Spire (Pty) Ltd. have agreed that if Mr. Calisto’s beneficial ownership falls to below 51% of the issued and outstanding shares of the Company, then One Spire (Pty) Ltd. will cast all votes in respect of the ordinary shares that One Spire (Pty) Ltd. beneficially owns as directed by Mr. Calisto.
Calisto’s beneficial ownership falls to below 51% of the issued and outstanding shares of the Company, then One Spire (Pty) Ltd. will cast all votes in respect of the ordinary shares that One Spire (Pty) Ltd. beneficially owns as directed by Mr. Calisto. As a result, in accordance with the rules of the SEC, Mr.
The business address of Gobi Capital LLC is 909 Montgomery Street, Suite 400, San Francisco, CA 94133. 81 As at May 19, 2023, we had 2 holders of record of our ordinary shares, 1 of which was located in the United States, holding approximately 24,232,652 of our total issued ordinary shares.
The business address of Gobi Capital LLC is 909 Montgomery Street, Suite 400, San Francisco, CA 94133. 81 As at May 31, 2024, we had 1 holder of record of our ordinary shares in the United States, holding approximately 25,695,612 of our total issued ordinary shares.
Marais’ 3,140,000 shares may be deemed to be beneficially owned by Mr. Calisto. Therefore, Mr. Calisto may be deemed to beneficially own 23,168,811 shares or 74.85%. Mr. Calisto disclaims beneficial ownership of Mr. Marais’ 3,140,000 ordinary shares. (2) Mr.
Marais’ 3,140,000 shares may be deemed to be beneficially owned by Mr. Calisto. Therefore, Mr. Calisto may be deemed to beneficially own 23,168,811 shares or 74.97%. Mr. Calisto disclaims beneficial ownership of Mr. Marais’ 3,140,000 ordinary shares. (2) Ms Goy owns less than 1% of the issued and outstanding shares of the Company.
Registration Rights Agreement In connection with the Offering, we entered into a registration rights agreement with our Chief Executive Officer, Isaias (Zak) Jose Calisto. The registration rights agreement grants Mr. Calisto and his designees specified registration rights in connection with any transfer of ordinary shares issuable to us or our affiliates upon conversion of any shares. As a result, Mr.
Calisto and his designees specified registration rights in connection with any transfer of ordinary shares issuable to us or our affiliates upon conversion of any shares. As a result, Mr.
Marais is the beneficial owner of 3,140,000 shares through One Spire (Pty) Ltd., which corresponds to 10.14% of the issued and outstanding shares of the Company. Mr. Marais and Jennie Allen are directors of One Spire (Pty) Ltd., and accordingly, Mr. Marais and Ms. Allen share voting and investment power over the shares held by One Spire (Pty) Ltd. Mr.
(3) Mr Schubert owns less than 1% of the issued and outstanding shares of the Company. (4) Mr. Marais is the beneficial owner of 3,140,000 shares through One Spire (Pty) Ltd., which corresponds to 10.16% of the outstanding shares of the Company. Mr. Marais and Jennie Allen are directors of One Spire (Pty) Ltd., and accordingly, Mr. Marais and Ms.
See Note 28 to the accompanying consolidated financial statements included elsewhere in this annual report for further information. The Transaction is a related party transaction due to Mr J Marais and Mr Calisto indirectly owning Purple Rain through their interest in Onecell Holdings (Pty) Ltd, a private company registered in South Africa.
The Transaction is a related party transaction due to Mr J Marais and Mr Calisto indirectly owning Purple Rain through their interest in Onecell Holdings (Pty) Ltd, a private company registered in South Africa.
Gobi Capital LLC and Bo Shan disclaim beneficial ownership of the ordinary shares listed above except to the extent of any pecuniary interest therein.
Calisto may be deemed to beneficially own such shares. Mr. Calisto disclaims beneficial ownership of such ordinary shares. (5) Gobi Capital LLC is controlled by Bo Shan. Gobi Capital LLC and Bo Shan disclaim beneficial ownership of the ordinary shares listed above except to the extent of any pecuniary interest therein.
Removed
As a result, in accordance with the rules of the SEC, Mr. Calisto may be deemed to beneficially own such shares. Mr. Calisto disclaims beneficial ownership of such ordinary shares. (3) Gobi Capital LLC is controlled by Bo Shan.
Added
Allen share voting and investment power over the shares held by One Spire (Pty) Ltd. Mr. Calisto and One Spire (Pty) Ltd. have agreed that if Mr.
Added
Refer to FS – Consolidated Statement of Changes in Equity, page F-8. Registration Rights Agreement In connection with the Offering, we entered into a registration rights agreement with our Chief Executive Officer, Isaias (Zak) Jose Calisto. The registration rights agreement grants Mr.

Other KARO 10-K year-over-year comparisons