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Karooooo Ltd.

Karooooo Ltd.KARO财报

Nasdaq · 信息技术 · 服务-预包装软件

Karooooo Ltd is a global mobility telematics provider operating primarily under its Cartrack brand. It delivers connected vehicle solutions, fleet management services, stolen vehicle recovery support, and driver safety tools, serving both individual consumers and enterprise clients across Africa, Europe, and the Asia Pacific region.

What changed in Karooooo Ltd.'s 20-F — 2024 vs 2025

Top changes in Karooooo Ltd.'s 2025 20-F

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Item 2. Properties

Properties — owned and leased real estate

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THE 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.
THE 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 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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The inability to easily integrate with, or any defects in, any third-party software could result in increased costs, or in delays in software releases or updates to our platform until such issues have been resolved, which could have a material adverse effect on our business, financial condition, results of operations, cash flows and future prospects and could damage our reputation.
The inability to easily integrate with, or any defects in, third-party software could result in increased costs, or in delays in software releases or updates to our platform until such issues have been resolved, which could have a material adverse effect on our business, financial condition, results of operations, cash flows and future prospects and could damage our reputation.
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.
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 in markets in which we do not yet operate.
In addition, any financial difficulties, such as bankruptcy, faced by our third-party data center operators or any of the service providers with whom we or they contract may have negative effects on our business, the nature and extent of which are difficult to predict. Our disaster recovery systems are located at our third-party hosting facilities.
In addition, any financial difficulties, such as bankruptcy, faced by our third-party data center operators or any of the service providers with whom we or they contract may have negative effects on our business, the nature and extent of which are difficult to predict. Our disaster recovery systems are located at third-party hosting facilities.
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.
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.
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.
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, customer service and availability of solutions that compete with ours; and ● our ability to maintain high levels of customer satisfaction.
Our brand value could diminish significantly if any such incidents or other matters erode consumer confidence in us, which may result in a decrease in our revenue, which in turn would materially and adversely affect our business, financial condition and results of operations. We depend on certain key component suppliers and vendors as part of our hardware manufacturing process.
Our brand value could diminish significantly if any such incidents or other matters erode consumer confidence in us, which may result in a decrease in our revenue, which in turn would materially and adversely affect our business, financial condition and results of operations. We depend on certain key suppliers and vendors as part of our hardware manufacturing process.
See “Risk Factors— Risks Relating to Our Reliance on Third Parties—The conduct of security officers engaged in 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 are unable to predict the outcome of such legal proceedings.
See “Risk Factors— Risks Relating to Our Reliance on Third Parties—The conduct of third-party security officers engaged in 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 are unable to predict the outcome of such legal proceedings.
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.
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 global market for SaaS fleet management solutions is highly fragmented and competitive.
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 suppliers and vendors as part of our hardware manufacturing process.
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. Use of our solutions involve the storage, transmission and processing of our customers’ proprietary data, including potentially personal or identifying information.
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. 18 Use of our solutions involve the storage, transmission and processing of our customers’ proprietary data, including potentially personal or identifying information.
We do not have a patent portfolio of our own and even if we did, a patent portfolio may provide little or no deterrence to such patent holding companies or non-practicing entities. Legal proceedings involving intellectual property rights are highly uncertain, and can involve complex legal and scientific questions.
We do not have a patent portfolio of our own and even if we did, a patent portfolio may provide little or no deterrence to such patent holding companies or non-practicing entities. 20 Legal proceedings involving intellectual property rights are highly uncertain, and can involve complex legal and scientific questions.
The economies of countries in which we operate, including South Africa, Mozambique, Tanzania, Kenya and Nigeria in the past have been, and in the future may continue to be, characterized by rates of inflation and interest rates that are substantially higher than those prevailing in the United States and other highly developed economies.
The economies of countries in which we operate, including South Africa, Mozambique, Tanzania and Kenya in the past have been, and in the future may continue to be, characterized by rates of inflation and interest rates that are substantially higher than those prevailing in the United States and other highly developed economies.
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.
Risks Relating to Our Reliance on Third Parties The conduct of third-party 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.
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.
Entering into subscription agreements with customers, particularly consumers and sole proprietors whose credit may not be as strong as that of our large enterprise customers, exposes us to credit risk in the event of customer defaults, and we may not be paid all amounts due under our subscription agreements.
To execute our growth plan, we must attract and retain highly qualified personnel. Competition for these employees is intense, and we may not be successful in attracting and retaining qualified personnel with appropriate skills. This is particularly the case in Southeast Asia where there is increased competition for qualified personnel with the appropriate language skills.
To execute our growth plan, we must attract and retain highly qualified employees. Competition for these employees is intense, and we may not be successful in attracting and retaining qualified employees with appropriate skills. This is particularly the case in Southeast Asia where there is increased competition for qualified employees with the appropriate language skills.
In addition, in connection with the implementation of the necessary procedures and practices related to internal control over financial reporting, we may identify deficiencies that we may not be able to remediate in time to meet the deadline imposed by SOX for compliance with the requirements of Section 404.
In addition, in connection with the implementation of the necessary procedures and practices related to internal control over financial reporting, we may identify deficiencies that we may not be able to remediate in time to meet the deadline imposed by SOX for compliance with the requirements of Section 404(b).
In particular, translation risks arise where parts of the cost of sales are not denominated in the same currency of such sales. The U.S. dollar/South African rand exchange rates have historically been volatile and we expect this volatility to continue.
In particular, translation risks arise where parts of the cost of revenue are not denominated in the same currency of such sales. The U.S. dollar/South African rand exchange rates have historically been volatile and we expect this volatility to continue.
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 licensees are independent businesses and the employees who work for them 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.
We have incurred and expect to incur significant expenses to prevent security breaches and achieve compliance with all applicable laws and regulations including the GDPR, such as deploying additional personnel and protection technologies, training employees, and engaging third-party experts and consultants.
We have incurred and expect to incur significant expenses to prevent security breaches and achieve compliance with all applicable laws and regulations including the GDPR, such as deploying additional employees and protection technologies, training employees, and engaging third-party experts and consultants.
If other banks and financial institutions wind down and liquidate, enter receivership or become insolvent in the future in response to financial conditions affecting the banking system and financial markets, our customers and business partners may face difficulties accessing cash, cash equivalents or financing, which would lead to an increase in default rates and could have an adverse effect on our business, results of operations and financial condition. 9 We provide minimum service level commitments to certain of our customers, and our failure to meet them could cause us to issue credits for future subscriptions, which could harm our results of operations.
If other banks and financial institutions wind down and liquidate, enter receivership or become insolvent in the future in response to financial conditions affecting the banking system and financial markets, our customers and business partners may face difficulties accessing cash, cash equivalents or financing, which would lead to an increase in default rates and could have an adverse effect on our business, results of operations and financial condition. 8 We provide minimum service level commitments to certain of our customers, and our failure to meet them could cause us to issue credits for future subscriptions, which could harm our results of operations.
Furthermore, in addition to the expansion of our business into new geographical markets, we seek to develop a range of mobility and monitoring solutions in select markets. We may not succeed in these efforts or achieve our customer acquisition or other goals.
Furthermore, in addition to the expansion of our business into new geographical markets, we seek to develop a range of mobility and monitoring solutions in select markets. We may not succeed in these efforts or achieve our customer acquisition, customer retention or other goals.
Failure to comply with Section 404 could subject us to regulatory scrutiny and sanctions, impair our ability to raise capital, cause investors to lose confidence in the accuracy and completeness of our financial reports and negatively affect our share price.
Failure to comply with Section 404(b) could subject us to regulatory scrutiny and sanctions, impair our ability to raise capital, cause investors to lose confidence in the accuracy and completeness of our financial reports and negatively affect our share price.
We rely on software and other intellectual property licensed from third parties, including mapping software, business intelligence tools and data from third party vendors such as Google, MapIT, Here and Sisense to develop and provide solutions to our customers.
We rely on software and other intellectual property licensed from third parties, including mapping software, business intelligence tools and data from third party vendors such as Google, HERE and Sisense to develop and provide solutions to our customers.
We believe that maintaining and enhancing our brand and our reputation are critical to our relationships with our customers and to our ability to attract new customers. We also believe that our brand and reputation will be increasingly important as competition in our market continues to develop.
We believe that maintaining, enhancing and protecting our brand and our reputation are critical to our relationships with our customers and to our ability to attract new customers. We also believe that our brand and reputation will be increasingly important as competition in our market continues to develop.
This could have an adverse impact on our ability to recruit and retain a qualified independent board. 32 Our senior management and other personnel have devoted, and will need to continue to devote, a substantial amount of time and attention away from revenue producing activities to management and administrative oversight, adversely affecting our ability to attract and complete business opportunities and increasing the difficulty in both retaining professionals and managing and growing our businesses.
This could have an adverse impact on our ability to recruit and retain a qualified independent board. 32 Our senior management and other employees have devoted, and will need to continue to devote, a substantial amount of time and attention away from revenue producing activities to management and administrative oversight, adversely affecting our ability to attract and complete business opportunities and increasing the difficulty in both retaining professionals and managing and growing our businesses.
If we do not continue to innovate to develop or acquire new and compelling solutions that capitalize upon new technologies in response to OEM and consumer preferences, this could have a material adverse effect on our results of operations. 8 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.
If we do not continue to innovate to develop or acquire new and compelling solutions that capitalize upon new technologies in response to OEM and consumer preferences, this could have a material adverse effect on our results of operations. 7 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.
Section 404(a) of SOX, or Section 404(a), requires that management assess and report annually on the effectiveness of our internal control over financial reporting and identify any material weaknesses in our internal control over financial reporting.
Section 404(a) of SOX, requires that management assess and report annually on the effectiveness of our internal control over financial reporting and identify any material weaknesses in our internal control over financial reporting.
During the course of documenting and testing our internal control procedures, in order to satisfy the requirements of Section 404, we may identify weaknesses and deficiencies in our internal control over financial reporting.
During the course of documenting and testing our internal control procedures, in order to satisfy the requirements of Section 404(a), we may identify weaknesses and deficiencies in our internal control over financial reporting.
Any such disruption, failure or increase in costs could impede the functionality and/or cost of our solutions which could have a material adverse effect on our financial condition and results of operations. 6 The 5G market may take longer to materialize than we expect or, if it does materialize rapidly, we may not be able to meet customer expectations and timelines.
Any such disruption, failure or increase in costs could impede the functionality and/or cost of our solutions which could have a material adverse effect on our financial condition and results of operations. 5 The 5G market may take longer to materialize than we expect or, if it does materialize rapidly, we may not be able to meet customer expectations and timelines.
Our reliance on such exemptions may afford less protection to holders of our ordinary shares. ● If we fail, for any reason, to effectively or efficiently maintain proper internal control procedures for compliance with Section 404 of the Sarbanes Oxley Act of 2002 (“SOX”), or Section 404, such failure could materially and adversely affect our business, results of operations and financial condition. 3 RISK FACTORS 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.
Our reliance on such exemptions may afford less protection to holders of our ordinary shares. ● If we fail, for any reason, to effectively or efficiently maintain proper internal control procedures for compliance with the Sarbanes Oxley Act of 2002 (“SOX”), or Section 404 of SOX, such failure could materially and adversely affect our business, results of operations and financial condition. 2 RISK FACTORS 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.
If we are unable to adapt to rapid technological change, it could have a material adverse effect on our results of operations and our ability to remain competitive. 5 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.
If we are unable to adapt to rapid technological change, it could have a material adverse effect on our results of operations and our ability to remain competitive. 4 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.
We work with local law enforcement authorities and licensed security officers to recover our customers’ stolen vehicles. These recovery teams are armed and undergo training on recovery procedures including conflict management and the controlled use of force in response to threats, including being the target of gunfire by vehicle theft suspects.
We work with local law enforcement authorities and licensed third party security officers to recover our customers’ stolen vehicles. These recovery teams are armed and undergo training on recovery procedures including conflict management and the controlled use of force in response to threats, including being the target of gunfire by vehicle theft suspects.
Any failure to preserve our culture, particularly if we are unable to preserve our culture across the various markets in which we operate, could also negatively affect our ability to retain and recruit personnel, maintain our performance or execute on our business strategy, which could have a material adverse effect on our business, financial condition, results of operations and prospects.
Any failure to preserve our culture, particularly if we are unable to preserve our culture across the various markets in which we operate, could also negatively affect our ability to retain and recruit employees, maintain our performance or execute on our business strategy, which could have a material adverse effect on our business, financial condition, results of operations and prospects.
In light of the nature of SVR operations, future incidents in which force is required are likely to occur. If the security personnel engaged in such SVR operations are found to be at fault in any similar incident in the future, it could result in civil and/or criminal liability for us, including monetary damages or other penalties.
In light of the nature of SVR operations, future incidents in which force is required are likely to occur. If the security officers engaged in such SVR operations are found to be at fault in any similar incident in the future, it could result in civil and/or criminal liability for us, including monetary damages or other penalties.
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 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 employees resulting in significant costs.
Such competition could result in reduced operating margins, increased sales and marketing expenses and the loss of market share, any of which could have a material adverse effect on our results of operations. 7 Industry consolidation may give our competitors advantages over us, which could result in a loss of customers and/or a reduction in revenue.
Such competition could result in reduced operating margins, increased sales and marketing expenses and the loss of market share, any of which could have a material adverse effect on our results of operations. 6 Industry consolidation may give our competitors advantages over us, which could result in a loss of customers and/or a reduction in revenue.
We may not effectively execute on our expansion strategy, which may adversely affect our ability to maintain our historical growth and earnings trends. Cartrack has grown rapidly over the last several years. Companies that grow rapidly can experience significant difficulties as a result of rapid growth.
We may not effectively execute on our expansion strategy, which may adversely affect our ability to maintain our historical growth and earnings trends. Cartrack has grown rapidly over the last several years. Companies that grow rapidly can experience significant difficulties as a result.
In order to grow, we must continue to efficiently and cost effectively convert customer leads, many of whom have not previously used SaaS fleet management platforms, into customers. We rely on our inside sales team and our field sales representatives to drive cost-effective conversion of customer leads into customers.
In order to grow, we must continue to efficiently and cost effectively convert customer leads, many of whom have not previously used SaaS fleet management platforms, into customers. We rely on our inside sales teams and our field sales representatives to drive cost-effective conversion of customer leads into customers.
Actions taken by security officers involved in SVR operations as part of our services may also result in legal proceedings and claims which could then result in reputational harm to us or criminal and/or civil liability, including monetary damages or other penalties.
Actions taken by third-party security officers involved in SVR operations as part of our services may also result in legal proceedings and claims which could then result in reputational harm to us or criminal and/or civil liability, including monetary damages or other penalties.
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.
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. 9 Our licensees and their employees could take actions that could harm our business.
If we fail, for any reason, to implement these changes effectively or efficiently, such failure could harm our operations, financial reporting or financial results and the trading price of our ordinary shares, expose us to increased risk of fraud or misuse of corporate assets, subject us to regulatory investigations and civil or criminal sanctions and could result in our conclusion that our internal control over financial reporting is not effective.
“Controls and Procedures.” If we fail, for any reason, to implement these changes effectively or efficiently, such failure could harm our operations, financial reporting or financial results and the trading price of our ordinary shares, expose us to increased risk of fraud or misuse of corporate assets, subject us to regulatory investigations and civil or criminal sanctions and could result in our conclusion that our internal control over financial reporting is not effective.
We may experience higher than anticipated operating expenses as well as outside auditor fees during the implementation of these changes and thereafter. We may need to hire additional qualified personnel in order for us to maintain compliance with Section 404.
We may experience higher than anticipated operating expenses as well as outside auditor fees during the implementation of these changes and thereafter. We may need to hire additional qualified employees in order for us to maintain compliance with Section 404.
As we continue to grow, we may have difficulties in maintaining or adapting our culture to sufficiently meet the needs of our future and evolving operations, and we must be able to effectively integrate, develop and motivate a growing number of employees.
As we continue to grow, we may encounter difficulties in maintaining or adapting our culture to sufficiently meet the needs of our future and evolving operations, and we must be able to effectively integrate, develop and motivate a growing number of employees.
We market and sell our mobility data analytics solutions to a wide range of customers, from consumers and sole proprietors to small and medium-sized businesses and large enterprises. To grow our revenue, we must continue to add new customers and subscribers.
We market and sell our mobility data analytics solutions to a wide range of customers, from consumers and sole proprietors to small and medium-sized businesses and large enterprises. To grow our revenue, we must continue to add new customers and subscribers and retain existing subscribers.
Any physical or electronic break-in or other security breach or compromise of the information handled by us or our service provider may jeopardize the security or integrity of information in our computer systems and networks or those of our customers and cause significant interruptions in our and our customers’ operations.
Any physical or electronic break-in or other security breach or compromise of the information handled by us or our service providers may jeopardize the security or integrity of information in our computer systems and networks or those of our customers and cause significant interruptions in our and our customers’ operations.
We could potentially experience material adverse interruptions to our operations or delivery of services to customers in a disaster recovery scenario. For example, due to historic levels of relative under-investment in infrastructure, in particular, electricity, the South African government owned power utility, Eskom, has continued electricity rationing and planned blackouts due to its inability to meet electricity demand.
We could potentially experience material adverse interruptions to our operations or delivery of services to customers in a disaster recovery scenario. For example, due to historic levels of relative under-investment in infrastructure, in particular, electricity, the South African government owned power utility, Eskom, continues electricity rationing and planned blackouts due to its inability to meet electricity demand.
For one or more of those transactions, we may: ● issue additional equity securities that would dilute our shareholders; ● use cash that we may need in the future to operate our business; ● lose key personnel of any acquired business; ● face challenges in successfully integrating, operating and managing acquired businesses and workforce and instilling our culture into new management and staff; ● incur debt on terms unfavorable to us or that we are unable to repay or that may place burdensome restrictions on our operations; ● incur large charges or substantial liabilities; or ● become subject to adverse tax consequences, or substantial depreciation, deferred compensation or other acquisition-related accounting charges.
For one or more of those transactions, we may: ● issue additional equity securities that would dilute our shareholders; ● use cash that we may need in the future to operate our business; ● lose key employees of any acquired business; ● face challenges in successfully integrating, operating and managing acquired businesses and workforce and instilling our culture and work ethic into new management and employees; ● incur debt on terms unfavorable to us or that we are unable to repay or that may place burdensome restrictions on our operations; ● incur large charges or substantial liabilities; or ● become subject to adverse tax consequences, or substantial depreciation, deferred compensation or other acquisition-related accounting charges.
On the other hand, the typical sales cycle for medium-sized businesses and large enterprises may be longer than that of our consumer and sole proprietor and small business customers. These customers may have more complex business, operational, procurement and integration requirements and their scale may result in less favorable contract terms.
On the other hand, the typical sales cycle for medium-sized businesses and larger enterprises may be longer than that of our consumer, sole proprietor and small business customers. These customers may have more complex business, operational, procurement, integration and contractual requirements and their scale may result in less favorable contract terms.
In addition, our ability to maintain our culture as a public company and a listed company in the United States, with the attendant changes in policies, practices, corporate governance and management requirements may be challenging.
In addition, our ability to maintain our culture as a publicly listed company in the United States, with the attendant changes in policies, practices, corporate governance and management requirements may be challenging.
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.
Customers may choose to cancel or not renew their subscriptions or to downsize 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 as cost-effective as initially anticipated, 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.
The concentration of ownership could deprive you of an opportunity to receive a premium for your ordinary shares as part of a sale of our company and ultimately might affect the market price of our ordinary shares. 34 We may lose our foreign private issuer status which would then require us to comply with the Exchange Act’s domestic reporting regime and cause us to incur significant legal, accounting and other expenses.
The concentration of ownership could deprive other shareholders of an opportunity to receive a premium for their ordinary shares as part of a sale of our company and ultimately might affect the market price of our ordinary shares. 34 We may lose our foreign private issuer status which would then require us to comply with the Exchange Act’s domestic reporting regime and cause us to incur significant legal, accounting and other expenses.
Furthermore, major gains in fuel efficiency and electronic automobiles may lead to a relative decrease in the demonstrable return on investment of our solutions as perceived by our customers.
Furthermore, major gains in fuel efficiency and electric automobiles may lead to a relative decrease in the demonstrable return on investment of our solutions as perceived by our customers.
If we fail to attract, hire and train new personnel, or fail to retain, focus and motivate our current personnel, it could have a material adverse effect on our business and growth prospects.
If we fail to attract, hire and train new employees, or fail to retain, focus and motivate our current employees, it could have a material adverse effect on our business and growth prospects.
It is also possible that, despite existing safeguards, our personnel could misappropriate our customers’ proprietary information or data, exposing us to a risk of loss or litigation and possible liability.
It is also possible that, despite existing safeguards, our employees could misappropriate our customers’ proprietary information or data, exposing us to a risk of loss or litigation and possible liability.
Because the value of our goodwill may be determined by reference to our market capitalization, we could become a PFIC for any taxable year if the price of our ordinary shares declines significantly while we hold a substantial amount of cash, cash equivalents and financial investments.
Because the value of our goodwill and other intangible assets may be determined by reference to our market capitalization, we could become a PFIC for any taxable year if the price of our ordinary shares declines significantly while we hold a substantial amount of cash, cash equivalents and financial investments.
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.
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.
Supply chain disruptions as a result of port congestion with the challenges facing shipping routes and shippers having to explore alternative routes, jetfuel shortages and air freight delays can impede supply chains, leading to depleted inventories and resulting in a backlog of merchandise stranded in transit.
Supply chain disruptions as a result of port congestion with the challenges facing shipping routes and shippers having to explore alternative routes, jet fuel shortages and air freight delays can impede supply chains, leading to depleted inventories and resulting in a backlog of merchandise stranded in transit.
We cannot assure you that the steps we take will be adequate to protect our technologies and intellectual property, any patent and trademark applications will lead to issued patents or registered trademarks, others will not develop or patent similar or superior technologies or solutions, or that our trademarks and other intellectual property will not be challenged, invalidated, or circumvented by others.
We cannot guarantee that the steps we take will be adequate to protect our technologies and intellectual property, that any patent and trademark applications will lead to issued patents or registered trademarks, that others will not develop or patent similar or superior technologies or solutions, or that our trademarks and other intellectual property will not be challenged, invalidated, or circumvented by others.
However, our PFIC status for any taxable year is an annual factual determination that can be made only after the end of that year, and depend on the composition of our income and assets and the value of our assets from time to time (including the value of our goodwill, which may be determined in part by reference to the market price of the ordinary shares, which has been, and could continue to be, volatile).
However, our PFIC status for any taxable year is an annual factual determination that can be made only after the end of that year, and depends on the composition of our income and assets and the value of our assets from time to time (including the value of our goodwill and other intangible assets, which may be determined in part by reference to the market price of the ordinary shares, which has been, and could continue to be, volatile).
Our failure to comply with the relevant laws and regulations could subject us to civil, criminal and administrative penalties and harm our reputation. Doing business on a worldwide basis requires us to comply with the laws and regulations of various foreign jurisdictions, including those not specifically related to our industry.
Our failure to comply with the relevant laws, regulations, executive orders and directives could subject us to civil, criminal and administrative penalties and harm our reputation. Doing business on a worldwide basis requires us to comply with the laws and regulations of various foreign jurisdictions, including those not specifically related to our industry.
A decline in vehicle production levels or labor disputes affecting the automobile industry in the markets where we operate may also impact the volume of new vehicle sales.
A decline in vehicle production levels or labor disputes affecting the automobile industry in the markets in which we operate may also impact the volume of new vehicle sales.
Moreover, despite our training, support and monitoring, licensees may not successfully operate in a manner consistent with our standards and requirements or may not hire and train qualified personnel.
Moreover, despite our training, support and monitoring, licensees may not successfully operate in a manner consistent with our standards and requirements or may not hire and train qualified employees.
Accordingly, our shareholders will not have the same protection afforded to shareholders of companies that are subject to all of the Nasdaq corporate governance standards, and the ability of our independent directors to influence our business policies and affairs may be reduced. 33 If we fail, for any reason, to effectively or efficiently maintain proper internal control procedures for compliance with Section 404 of SOX, or Section 404, such failure could materially and adversely affect our business, results of operations and financial condition.
Accordingly, our shareholders will not have the same protection afforded to shareholders of companies that are subject to all of the Nasdaq corporate governance standards, and the ability of our independent directors to influence our business policies and affairs may be reduced. 33 If we fail, for any reason, to effectively or efficiently maintain proper internal control procedures, such failure could materially and adversely affect our business, results of operations and financial condition.
While in each of these incidents local law enforcement authorities determined that the contracted security personnel engaged in the action acted lawfully and in compliance with the policies and procedures outlined in our service level agreement with the contractor, there can be no assurance that a later determination will not find fault on the part of such security personnel.
While in each of these incidents local law enforcement authorities determined that the security officers engaged in the action acted lawfully and in compliance with the policies and procedures outlined in our service level agreement with the service provider, there can be no assurance that a later determination will not find fault on the part of such security personnel.
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.
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 current sovereign debt credit rating is below investment grade, with a predominantly stable outlook; 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.
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.
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, conflict in the Middle East, political and economic uncertainty in Mozambique, 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, shifting trade policies 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. ● 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 global market for SaaS fleet management solutions is highly fragmented and competitive.
Even if our management concludes that our internal control over financial reporting is effective, our independent registered public accounting firm may still decline to attest to our management’s assessment or may issue a report that is qualified if it is not satisfied with our controls or the level at which our controls are documented, designed, operated or reviewed, or if it interprets the relevant requirements differently from us.
Even if our management concludes that our internal control over financial reporting is effective, our independent registered public accounting firm may still decline to attest to our management’s assessment or may issue an adverse opinion report if it is not satisfied with our controls or the level at which our controls are documented, designed, operated or reviewed, or if it interprets the relevant requirements differently from us.
Regulatory restrictions could impair our access to technologies needed to improve our solutions and may also limit or reduce the demand for our solutions in certain geographic regions. Furthermore, we currently sell regulated insurance products in South Africa through an authorized Financial Services Provider (“FSP”) that is a wholly owned subsidiary of ours.
Regulatory restrictions could impair our access to technologies needed to improve our solutions and may also limit or reduce the demand for our solutions in certain geographic regions. Furthermore, we currently market regulated insurance products as an intermediary agent in South Africa through an authorized Financial Services Provider (“FSP”) that is a wholly owned subsidiary of ours.
The terms of many open-source licenses to which we are subject have not been interpreted by Singapore, South Africa or U.S. courts or courts of other jurisdictions, and there is a risk that those licenses could be construed in a manner that imposes unanticipated conditions or restrictions on our ability to commercialize our solutions.
The terms of many open-source licenses to which we are subject have not been interpreted by European, Singaporean, South African or U.S. courts or courts of other jurisdictions, and there is a risk that those licenses could be construed in a manner that imposes unanticipated conditions or restrictions on our ability to commercialize our solutions.
The market price of our ordinary shares may be influenced by many factors, some of which are beyond our control, including: ● actual or anticipated variations in our operating results; ● the failure of financial analysts to cover our ordinary shares; ● changes in financial estimates by financial analysts, or any failure by us to meet or exceed any of these estimates, or changes in the recommendations of any financial analysts that elect to follow our ordinary shares or the shares of our competitors; ● changes in market valuations of similar companies; ● announcements by us or our competitors of significant contracts, acquisitions, strategic partnerships or joint ventures; ● future sales of our shares by us or our shareholders; ● investor perceptions of us and the industry in which we operate; ● general economic, industry or market conditions; and ● the other factors described in this “Risk Factors” section.
The market price of our ordinary shares may be influenced by many factors, some of which are beyond our control, including: ● actual or anticipated variations in our operating results; ● the failure of financial analysts to cover our ordinary shares; ● changes in financial estimates by financial analysts, or any failure by us to meet or exceed any of these estimates, or changes in the recommendations of any financial analysts that elect to follow our ordinary shares or the shares of our competitors; ● changes in market valuations of similar companies; ● announcements by us or our competitors of significant contracts, acquisitions, strategic partnerships or joint ventures; ● future sales of our shares by us or our shareholders; ● short sales, hedging and other derivative transactions involving our ordinary shares and the publication of short seller and similar reports; ● investor perceptions of us and the industry in which we operate; ● general economic, industry or market conditions; and ● the other factors described in this “Risk Factors” section.
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.
Geopolitical tensions, including 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.
We cannot assure you that any patents or trademarks will issue from any future patent or trademark applications, that any patents or trademarks that issue from such applications will give us the protection that we seek, or that any such patents or trademarks will not be challenged, invalidated, or circumvented.
We cannot guarantee that any patents or trademarks will issue from any future patent or trademark applications, that any patents or trademarks that issue from such applications will give us the protection that we seek, or that any such patents or trademarks will not be challenged, invalidated, or circumvented.
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.
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 at February 2025, the annual CPI stood at 3.2% compared to 5.6% in February 2024.
Our success in this area will depend on a wide range of factors, some of which are beyond our control, including the following: ● the efficacy of our marketing efforts; ● our ability to continue to offer stable, high-quality, innovative and error- and bug-free applications; ● our ability to retain existing customers and attract new customers; ● our ability to maintain high customer service levels and satisfaction; ● our ability to successfully differentiate our applications from those of our competitors; ● actions of competitors and other third parties; ● positive or negative publicity; ● any misuse or perceived misuse of our applications; ● interruptions, delays or attacks on our platform or applications; and ● litigation, legislative or regulatory-related developments.
Our success in this area will depend on a wide range of factors, some of which are beyond our control, including the following: ● the efficacy of our marketing efforts; ● our ability to continue to offer stable, high-quality, innovative and error- and bug-free applications; ● our ability to retain existing customers and attract new customers; ● our ability to maintain high customer service levels and satisfaction; ● technology developments that minimize demand for our solutions; ● our ability to successfully differentiate our applications from those of our competitors; ● our ability to obtain and maintain intellectual property; ● actions of competitors and other third parties; ● positive or negative publicity; ● any misuse or perceived misuse of our applications; ● interruptions, delays or attacks on our platform or applications; and ● litigation, legislative or regulatory-related developments.
These laws and regulations place restrictions on our operations, trade practices, partners and investment decisions. In particular, our operations are subject to U.S. and foreign anti-corruption and trade control laws and regulations, such as the Foreign Corrupt Practices Act (the “FCPA”), export controls and economic sanctions programs, including those administered by the U.S.
These laws, regulations, executive orders, directives and enforcement priorities place restrictions on our operations, trade practices, partners and investment decisions. In particular, our operations are subject to U.S. and foreign anti-corruption and trade control laws and regulations, such as the Foreign Corrupt Practices Act (the “FCPA”), export controls and economic sanctions programs, including those administered by the U.S.
These risks include: ● localization of our SaaS platform and the specific features and applications, including the addition of foreign languages and adaptation to new local practices and regulatory requirements; ● lack of experience in other geographic markets; ● strong local competitors; ● the cost and burden of complying with, lack of familiarity with, and unexpected changes in, foreign legal and regulatory requirements; ● difficulties in managing and staffing international operations; ● fluctuations in currency exchange rates or restrictions on foreign currency; ● potentially adverse tax consequences, including the complexities of transfer pricing, value-added or other tax systems, double taxation and restrictions and/or taxes on the repatriation of earnings; ● dependence on third parties, including commercial partners with whom we do not have extensive experience; ● increased financial accounting and reporting burdens and complexities; ● political, social, and economic instability, terrorist attacks, pandemics and security concerns in general; and ● reduced or varied protection for intellectual property rights in some countries. 12 Operating in international markets also requires significant management attention and financial resources.
These risks include: ● localization of our SaaS platform and the specific features and applications, including the addition of foreign languages and adaptation to new local practices and regulatory requirements; ● lack of experience in other geographic markets; ● strong local competitors; ● the cost and burden of complying with, lack of familiarity with, and unexpected changes in, foreign legal and regulatory requirements, including, but not limited to, changes in international trade policy, cybersecurity and AI regulation, or labor regulations; ● difficulties in managing and staffing international operations; ● fluctuations in currency exchange rates or restrictions on foreign currency; ● potentially adverse tax consequences, including the complexities of transfer pricing, value-added or other tax systems, double taxation and restrictions and/or taxes on the repatriation of earnings; ● dependence on third parties, including commercial partners with whom we do not have extensive experience; ● increased financial accounting and reporting burdens and complexities; ● political, social, and economic instability, terrorist attacks, pandemics and other natural disasters, extreme weather or climate events and security concerns in general; and ● reduced or varied protection for intellectual property rights in some countries. 12 Operating in international markets also requires significant management attention and financial resources.
Economic sanctions programs restrict our business dealings with certain sanctioned countries, persons and entities, such as Zimbabwe, a country in which we conduct business.
Economic sanctions programs restrict our business dealings with certain sanctioned countries, persons and entities, such as Zimbabwe, a country in which we have a licensee.
We are exposed to product liability and warranty claims in the normal course of business, in the event that our solutions actually or allegedly fail to perform as expected, or the use of our solutions results, or is alleged to result, in bodily injury and/or property damage.
We are exposed to product liability and product warranty claims in the normal course of business, in the event that our solutions actually or allegedly fail to perform as expected, or the use of our solutions results, or is alleged to result, in non-compliance with applicable regulations, bodily injury and/or property damage.

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Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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With fleet management, mobile asset accounting, workforce management, and a broad set of additional software features, we offer a highly functional, unified platform for smart transportation management and analytics delivered through a single screen. Highly scalable vertical SaaS .
With fleet management, mobile asset accounting, workforce management, and a broad set of additional software features, we offer a highly functional, unified platform for smart transportation management and analytics delivered through a single screen. Highly scalable vertical SaaS platform .
Furthermore, both the inside sales teams and field sales teams focus on assisting customers that are adding devices through fleet expansion or broader use of additional applications or software features across their fleet. They monitor customer usage to ensure that our customers are deriving the maximum benefit from our offering.
Furthermore, both the inside sales teams and field sales teams focus on assisting customers that are adding devices through fleet expansion or broader use of additional applications or software features across their fleet. They monitor customer usage to ensure that customers are deriving the maximum benefit from our offering.
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.
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 principally in seven secure third-party data centers located in South Africa, Singapore, the Netherlands, the United Arab Emirates and France.
It includes a unique power management system that ensures bike batteries will not have to be discharged. ● Credit Management predicts payment cycles and facilitate active credit management for asset-based vehicle finance including accident reconstruction and driver behavior reporting for maintenance services and fraud detection. Real-time alarms and alerts are used to protect and secure assets. ● Electronic Monitoring.
It includes a unique power management system that ensures bike batteries will not be discharged. ● Credit Management predicts payment cycles and facilitate active credit management for asset-based vehicle finance including accident reconstruction, driver behavior, reporting for maintenance services and fraud detection. Real-time alarms and alerts are used to protect and secure assets. ● Electronic Monitoring.
Typically, the full installation cycle is accomplished within two to five days from the date of contract. If a telematics device malfunctions in the field, we also use our installers to replace the device. Our Competition The rapidly evolving market for our solutions is competitive and highly fragmented in certain of our regions, particularly by geography and customer segment.
Typically, the full installation cycle is accomplished within two to five days from the date of contract. If a telematics device malfunctions in the field, we use our installers to replace the device. Our Competition The rapidly evolving market for our solutions is competitive and highly fragmented in certain of our regions, particularly by geography and customer segment.
In Singapore, we provide an end-to-end electronic monitoring services (“EMS”) application that allows law enforcement agencies to monitor persons of interest, such as offenders on extended supervision, parole, home detention, or community detention, including released prisoners in halfway care or who are in the process of being reintegrated into society.
In Singapore, we provide end-to-end electronic monitoring services (“EMS”) application that allows law enforcement agencies to monitor persons of interest, such as offenders on extended supervision, parole, home detention or community detention, including released prisoners in halfway care or who are in the process of being reintegrated into society.
Our SaaS platform is deployed using a multi-tenanted architecture that scales rapidly to support additional new subscribers through the addition of incremental commodity processing and storage hardware. This architecture flexibility allows us to sustain high levels of uptime without degradation of system performance despite significant subscriber growth.
Our SaaS platform is deployed using a multi-tenanted architecture that scales rapidly to support additional subscribers through the addition of incremental commodity processing and storage hardware. This architecture flexibility allows us to sustain high levels of uptime without degradation of system performance despite significant subscriber growth.
As part of a limited strategy to distribute our SaaS platform through independent business owners, our solutions are sold through independent licensees in Botswana, Malawi, Rwanda, Eswatini and Zimbabwe, who enter into franchise agreements and have exclusive geographic licenses to market and sell our solutions in exchange for royalty payments.
As part of a limited strategy to distribute our SaaS platform through independent business owners, our solutions are sold through independent licensees in Botswana, Malawi, Rwanda and Zimbabwe, who enter into franchise agreements and have exclusive geographic licenses to market and sell our solutions in exchange for royalty payments.
This service includes around-the-clock assistance with real-time tracking, dedicated technical teams, early warning alert systems, ground and air recovery teams dedicated exclusively to Cartrack operating under local law licenses, specialized technologies for both GSM and radio frequency and repatriation assistance across international borders.
This service includes around-the-clock assistance with real-time tracking, dedicated technical teams, early warning alert systems, ground and air recovery teams dedicated to Cartrack, operating under local law licenses, specialized technologies for both GSM and radio frequency and repatriation assistance across international borders.
Some of our actual and potential competitors may enjoy 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. 47 We believe that the key competitive factors in our market include: ● ease of onboarding, initial setup and use; ● platform functionality, performance and reliability (speed and stability); ● relevant features that best meet the needs of fleet operators; ● business intelligence capabilities; ● technology architecture scalability; and ● cost.
Some of our actual and potential competitors may enjoy 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. 47 We believe that the key competitive factors in our market include: ● ease of onboarding, initial setup and use; ● platform functionality, performance and reliability (speed and stability); ● relevant features that best meet the needs of fleet operators; ● business intelligence capabilities; ● technology architecture scalability; ● customer service; and ● cost.
This is our primary sales channel and a key component of our go-to-market strategy and the teams have typically increased their sales productivity while lowering the aggregate cost of subscriber acquisition to date. Our sales agents conduct their selling activities telephonically, in some cases using live web demonstrations to convert sales leads to customers. Field sales.
This is a key component of our go-to- market strategy and the teams have typically increased their sales productivity while lowering the aggregate cost of subscriber acquisition to date. Our sales agents conduct their selling activities telephonically, in some cases using live web demonstrations to convert sales leads to customers. Field sales.
Real-time fleet oversight and analysis of data can assist fleet managers in planning better routes and times for vehicles to be on the road, as well as planning maintenance through alerting and scheduling. Route management and traffic mapping, powered by our platform, can reduce the distance covered by each vehicle.
Real-time fleet oversight and analysis of data can assist fleet managers in planning better routes and times for vehicles to be on the road, as well as planning maintenance through alerting and scheduling. Route management and traffic mapping, powered by our platform, can reduce the distance traveled by each vehicle.
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.
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 219 full-time employees, include platform management, platform development, quality assurance and technology operations.
Our Platform and its Key Strengths We have built one platform with vertically integrated operations and we offer a:- Broad array of mobility applications . Cartrack offers real-time connectivity services through mobile devices to manage the deployment of people and vehicles and the tasks that they are required to perform.
Our Platform and its Key Strengths We have built one platform with vertically integrated operations and we offer a:- Broad array of mobility applications . We offer real-time connectivity services through mobile devices to manage the deployment of people, vehicles and the tasks that they are required to perform.
We make use of social media to engage customers and prospects to generate interest, demand and leads. Outbound leads . Our outbound lead generation involves a variety of traditional marketing activities, including, customer referral, purchased leads, direct mail, email marketing, cold calling, advertising, trade shows and in-person events, and telemarketing.
We make use of social media to engage customers and prospective customers to generate interest, demand and leads. Outbound leads . Our outbound lead generation involves a variety of traditional marketing activities, including customer referral, purchased leads, direct mail, email marketing, cold calling, advertising, trade shows and in-person events and telemarketing.
We use storage area network (“SAN”) hardware with fiber channel and solid-state drives at our data center locations. These SAN systems have been architected for high performance and data-loss protection, and we believe that these systems have the capacity and scalability to support our anticipated growth for the foreseeable future.
We use storage area network (“SAN”) hardware with fiber channel and solid-state drives at our data center locations. These SAN systems have been designed for high performance and data-loss protection, and we believe that these systems have the capacity and scalability to support our anticipated growth for the foreseeable future.
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.
Limited New Zealand 51.0 51.0 Cartrack (Australia) Proprietary Limited Cartrack Technologies Pte. Limited Australia 100.00 100.0 Cartrack Technologies Zambia Limited Cartrack Technologies Pte. Limited Zambia 100.00 100.0 Cartrack (Mauritius) Ltd 1,5 Cartrack Technologies Pte. Limited Mauritius — 100.0 Cartrack Vietnam Limited Liability Company Cartrack Technologies Pte. Limited Vietnam 100.00 100.0 Cartrack INC.
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.
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”) Cartrack Holdings Proprietary Limited South Africa 74.8 70.1 Cartrack Telematics Proprietary Limited 2 Cartrack Proprietary Limited South Africa 49.0 49.0 Cartrack Academy (Pty) Ltd 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 1,2,7 Cartrack Proprietary Limited South Africa 49.0 49.0 CTK Shell 2 (Pty) Ltd 1 Cartrack Proprietary Limited South Africa 100.00 100.0 Cartrack Tanzania Limited 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 Tanzania 100.00 100.0 Karooooo Kenya Limited 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.
In addition to the direct selling methods set forth above, our field sales teams, with support from our inside sales team, work closely with automobile dealerships, insurance companies and insurance brokers to generate channel-based opportunities for us to acquire new customers.
In addition to the direct selling methods set out above, our field sales teams, with support from our inside sales team, work closely with automobile dealerships, insurance companies and insurance brokers to generate channel-based opportunities for us to acquire new customers.
This data also can be used to better reconstruct accident scenes, making it more efficient to evaluate claims and resulting in lower premiums. Consumer Applications ● Protector is an all-encompassing safety package for all consumer vehicles.
This data also can be used to better reconstruct accident scenes, making it more efficient to evaluate claims and resulting in lower premiums. Consumer Applications in Southern Africa ● Protector is an all-encompassing safety package for all consumer vehicles.
We believe that our efficient customer acquisition model, data driven business intelligence approach to fleet management, SaaS delivery model, deep domain expertise and large user base enable us to compete effectively. We believe that many of our competitors rely on up-front hardware sales to finance their operations. Their business models are a significant investment hurdle for certain customers.
We believe that our efficient customer acquisition model, data driven business intelligence approach to fleet management, SaaS delivery model, deep domain expertise and large user base enable us to compete effectively. We believe that many of our competitors rely on up-front hardware sales to finance their operations, posing a significant investment hurdle for certain customers.
We also have primary lease agreements for office space at two other locations as set out below.
We also have lease agreements for office space at two other locations as set out below.
We are also able to rapidly deploy our devices into a large fleet, making switching quick and easy. Additionally, the ease of use of our platform allows us to meet our customers to integrate our solutions with relative simplicity.
We are also able to rapidly deploy our devices into a large fleet, making switching quick and easy. Additionally, the ease of use of our platform allows us to integrate our solutions with relative simplicity.
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.
Limited United Kingdom 100.00 100.0 49 Company Name Held by Country of incorporation % holding 2025 % holding 2024 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.
Cartrack’s cloud architecture enables us to quickly and reliably add thousands of mobile subscriptions and integrate their corresponding data streams each month, including data from sources such as OEMs and other third-party devices.
Our cloud architecture enables us to quickly and reliably add thousands of mobile subscriptions and integrate their corresponding data streams each month, including data from sources such as OEMs and other third-party devices.
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.
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 more than 20 countries in which we or our licensees operate and more than 1,000 mobile workshops to serve customers globally around-the-clock.
We accumulate marketing lists through a variety of sources, including purchased lists selected by industry and geographic demographics. We filter prospects by using industry knowledge to identify quality targets. Our Technology We designed our SaaS Cloud platform architecture for global access via an internet browser or mobile application.
We accumulate marketing lists through a variety of sources, including purchased lists selected by industry and geographic demographics. We filter prospective customers by using industry knowledge to identify quality targets. Our Technology We designed our SaaS Cloud platform architecture for global access via an internet browser or mobile application.
Since our founding, we have gained vast expertise and enhanced our business in the following areas: ● Developing new software applications such as fleet management, mobile asset accounting, workforce management and insurance solutions; ● Developing capabilities in data management at scale as well as a broad range of communication technologies and protocols; ● Expanding our sales and marketing focus to include commercial fleets of all sizes; and ● Expanding our geographic footprint to meet the needs of our customers who are increasingly global with larger, more complex fleets and requirements.
Since our founding, we have gained vast expertise and enhanced our business in the following areas: ● Developing new software applications such as fleet management, mobile asset tracking, workforce management, video solutions, logistics management; ● Developing capabilities in data management at scale as well as a broad range of communication technologies and protocols; ● Expanding our sales and marketing focus to include commercial fleets of all sizes; and ● Expanding our geographic footprint to meet the needs of our customers who are increasingly global with larger, more complex fleets and requirements.
We believe a large portion of spending in this space today is for outdated telematics offerings that do not provide the next-generation capabilities required by today’s customers across a broad range of transportation and mobility use cases.
We believe a large portion of spending in the sector today is for outdated telematics offerings that do not provide the next-generation capabilities required by today’s customers across a broad range of transportation and mobility use cases.
Our easy-to-use interfaces for iOS and Android, as well as our online platform for desktop, make it seamless for users to switch between devices, and our internally developed SaaS platform caters to all types of vehicle propulsion methods (internal combustion, hybrid, and electric) and allows for flexible integration with all major OEM hardware and software platforms.
Our easy-to-use interfaces for iOS and Android, as well as our online desktop platform, make it seamless for users to switch between devices, and our internally developed SaaS platform caters to all types of vehicle propulsion methods (internal combustion, hybrid, and electric) and allows for flexible integration with all major OEM hardware and software platforms. Large and growing global infrastructure.
Our demand generation programs vary depending on our target customer, industry or fleet size, and include marketing activities, such as integrated programs on the internet, outbound marketing campaigns targeted to prospects in key industries and geographies, attendance and sponsorship of trade shows, email lead generation and prospect follow up, and traditional public relations and website properties.
Our demand generation programs vary depending on our target customer, industry or fleet size, and include marketing activities such as integrated programs on the internet, outbound marketing campaigns targeted to prospective customers in key industries and geographies, attendance and sponsorship of trade shows, email lead generation and prospective customer follow up, and traditional public relations and website properties.
It includes alert notifications and the ability to sound an alarm remotely after unauthorized movements. ● Insurance Telematics allows insurers to tailor premiums for commercial and consumer customers using analytics our platform provides.
It includes alert notifications and the ability to sound an alarm remotely after unauthorized movements. ● Insurance Telematics allows insurers to tailor premiums for commercial and consumer customers using analytics provided by our platform.
For example, we compete with Verizon Connect, WebFleet by Bridgestone (formerly TomTom), Masternaut (a Michelin Group Company) and Fleet Complete for commercial fleet management in Europe; we compete with Tracker, Netstar, MiX Telematics, Geotab and CTrack for both consumers and commercial customers in South Africa; and we compete with a large and fragmented group of competitors in Asia and Africa.
For example, we compete with Verizon Connect, WebFleet by Bridgestone (formerly TomTom), Masternaut (a Michelin Group Company) and Fleet Complete for commercial fleet management in Europe; we compete with Tracker, Netstar, Power Fleet (formerly MiX Telematics), Geotab and CTrack in South Africa; and we compete with a large and fragmented group of competitors in Asia and Africa.
We focus on the core challenges that fleet operators face in managing their fleet. We are able to provide our prospects with an anticipated return on investment, or ROI, calculation that enables us to tangibly demonstrate the benefits of our solutions and how they address the challenges that our prospects face.
We focus on the core challenges that fleet operators face in managing their fleet. We are able to provide prospective customers with an anticipated return on investment (ROI) calculation that enables us to tangibly demonstrate the benefits of our solutions and how they address the challenges that they face.
Following the installation of the Cartrack telematics device, consumers can access a diverse set of software features and benefits, including: ● a mobile application for real time movement management and communication; ● Asset Recovery; ● Ambulance Assist (facilitating emergency medical outreach and response); ● Crash Alert (as described below); ● a Limited Asset Recovery Warranty pay out in the unlikely event of the vehicle not being recovered; ● a power event notification provides alerts upon vehicle battery disconnect; ● an ignition sensor remotely reads ignition status and detects improper use; ● Crash Alert is a 24/7 monitoring system, which immediately triggers a dispatch for emergency services in response to a detected collision or accident. 42 ● Car Watch is a mobile application that lets users track and watch their vehicles from a distance.
Following the installation of the Cartrack telematics device, consumers can access a diverse set of software features and benefits, including: ● a mobile application for real time movement management and communication ● Asset Recovery ● Ambulance Assist (facilitating emergency medical outreach and response) ● Crash Alert, a 24/7 monitoring system, which immediately triggers a dispatch for emergency services in response to a detected collision or accident ● a conditional Limited Recovery Warranty pay-out by our third-party recovery service provider in the unlikely event of the vehicle not being recovered by them ● a power event notification provides alerts upon vehicle battery disconnect ● an ignition sensor remotely reads ignition status and detects improper use 42 ● Car Watch is a mobile application that lets users track and watch their vehicles from a distance.
Our recovery success rate is considered by management to be achieved through the high reliability standards of our SaaS Platform, our smart in-vehicle devices, specialized installation techniques, miniaturization, and a dedicated team of rapid response recovery agents. ● Insurance Telematics allows insurers to tailor premiums for commercial and consumer customers using analytics our platform provides.
The consistent recovery success rate is considered by management to be achieved through the high reliability standards of our Platform, our smart in-vehicle devices, specialized installation techniques, miniaturization, and a dedicated team of third-party rapid response recovery agents. ● Insurance Telematics allows insurers to tailor premiums for commercial and consumer customers using analytics provided by our platform.
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.
Country of % holding % holding Company Name Held by incorporation 2025 2024 Cartrack Holdings Proprietary Limited Karooooo Ltd South Africa 100.00 100.0 Carzuka.com Pte Ltd 1,5 Karooooo Ltd Singapore — 100.0 Karooooo Management Company Pte. Ltd. Karooooo Ltd Singapore 100.00 100.0 Karooooo Software Pte.
Our technology has proven to be scalable, with many use cases and subscribers in many countries. This has given us large amounts of data, which we have in turn learned to process quickly and reliably. As we continue to grow, we plan to leverage our data by integrating data science and AI more deeply into our platform.
Our technology has proven to be scalable, with many use cases in many countries. We have collected large amounts of data, which we have in turn learned to process quickly and reliably. As we continue to grow, we leverage our data by integrating data science and AI more deeply into our platform.
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.
Ltd Karooooo Management Company Pte Ltd Cambodia 100.00 100.0 Cartrack Swaziland Pty Ltd 4 Karooooo Management Company Pte Ltd Kingdom of Eswatini 76.00 76.00 Carzuka Pte Ltd 1,5 Carzuka.com Pte Ltd Singapore — 100.0 Karooooo Technologies Proprietary Limited 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 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.
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.
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 a leading operations management SaaS platform.
The values at the heart of our culture — accountability, integrity, service orientation, relationships, and entrepreneurial leadership — are core drivers of our success.
The values at the heart of our culture — accountability, integrity, service orientation, relationships, and an entrepreneurial mindset — are core drivers of our success.
We leverage a large team of employed installers worldwide to install our telematics devices. On some occasions we may call on third parties to assist with installation. Upon contracting with a new customer, we dispatch the nearest installer to the customer’s place of business or a central location for installation of our telematics devices.
We leverage a large team of employed installers worldwide to install our telematics devices, occasionally calling on third parties to assist with installation. Upon contracting with a new customer, we dispatch the nearest installer to the customer’s place of business or a central location for installation of our telematics devices.
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.
We collect more than 200 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 then move to target the medium-sized businesses and large enterprises in such region. In all regions, we sell subscriptions of our solutions through our direct sales force. Sales We sell subscriptions to our SaaS fleet management platform through our direct sales organization.
We then target the medium-sized businesses and large enterprises. In all regions, we sell subscriptions through our direct sales force. Sales We sell subscriptions to our SaaS fleet management platform through our direct sales organization.
Our field sales team of relationship managers meet face-to-face with prospects and focuses on sales to small businesses, medium-sized businesses and large enterprises. The field sales team is supported by a team of inside sales representatives.
Our field sales team of relationship managers meet face-to-face with prospective customers and focuses on sales to small businesses, medium-sized businesses and large enterprises. The field sales team is supported by an inside team of sales representatives.
Our devices can access and leverage CANBUS data, a system which enables communication between various parts of a vehicle, such as the engine control unit and airbags, which can be commercialized through collaborations with OEMs.
Our devices can access and leverage CANBUS data, a system which enables communication between various parts of a vehicle, such as the engine control unit and airbags, which can be commercialized through collaborations with OEMs. Our Customers Our commercial customers operate across a range of industries.
In addition to sales of these devices to customers, we offer customers the option of a SaaS-based subscription model with no up-front payment, reducing the capital investment required to access our solutions. 43 Our solutions are both flexible and relevant across all industries and fleet sizes, and have the capability to track other types of assets.
We offer customers the option of a SaaS-based subscription model with no up-front payment, reducing the capital investment required to access our platform. 43 Our solutions are both flexible and relevant across all industries and fleet sizes, and have the capability to track most types of assets.
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.
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 for the financial year ended February 28, 2025.
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. 5 Karooooo Ltd Singapore — 100.0 Karooooo Proprietary Ltd Karooooo Ltd South Africa 100.00 100.0 Karooooo Cartrack Limited 3 Karooooo Ltd Uganda 100.00 100.0 Cartrack (Cambodia) Co.
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.
As we have grown from a small South African company to a global enterprise with more than 2.3 million subscribers, we have maintained a start-up culture that eschews hierarchy and where individual ownership, agility and an entrepreneurial mindset remain key features of our everyday behaviors and operations.
We have dedicated sales and marketing teams in each region using the following sales channels, depending on our customers’ needs and fleet sizes: Inside sales and web sales . We sell via our internal teams to both consumers and commercial prospects.
We have dedicated sales and marketing teams in each region using the following sales channels, depending on our customers’ needs and fleet sizes: Inside sales and web sales . Our primary sales channel to both consumers and commercial prospective customers is via our internal teams.
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 single user interface and fully integrated cloud-based platform runs agnostically 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.
Our investment in research and development is core to our business strategy and a key differentiator in the competitive landscape. All of our research and development activities are performed in-house. Our primary research and development organization is based in Singapore.
Our investment in research and development is core to our business strategy and a key differentiator in the competitive landscape. All of our research and development activities are performed in-house. Our primary research and development team is based in Singapore. We also have research and development centers in South Africa, and Portugal.
This technology addresses the challenges of on-the-ground distribution for large enterprises requiring systems integrations, payment gateways, third-party long-haul services and crowd-sourced drivers in order to scale and meet their operational needs. ● Trace and locate drivers and mobile assets in real-time ● Drive powerful and highly controlled workflows, for example, stock control, invoicing, electronic proof-of-delivery, and mobile workforce management ● Up-to-date destinations and navigation integration, allowing drivers to spend more time focusing on job completion rather than finding a destination ● Quick communication to drivers via synchronized task list and built-in messaging systems 41 ● Cartrack Field Service provides a software application enabling the management of field and or on site workers. ● Trace and locate field workers and mobile assets in real-time ● Manage workflows, for example, stock control, invoicing, electronic proof-of-job-completion ● Up-to-date destinations and navigation integration, allowing workforce to spend more time focusing on job completion rather than finding a destination ● Quick communication to field workers via synchronized task list and built-in messaging systems ● Business Intelligence offers users a high-level view of fleet statistics, including analysis of key indicators and granular detail of asset-specific data. ● Asset Tracking provides a way to track and trace moveable assets to reduce losses, automate inventory management, and improve workforce efficiency, equipment utilization, and regulatory compliance. ● Asset Recovery .
This solution addresses the logistics challenges of large enterprises requiring systems integrations, payment gateways, third-party courier, long-haul and crowd-sourced drivers to scale and meet their operational needs through a capital light model. ● Access to a fleet of third-party delivery drivers ● Trace and locate drivers and mobile assets in real-time ● Enable powerful and highly controlled workflows including stock control, invoicing, electronic proof-of-delivery, and mobile workforce management ● Up-to-date destinations and navigation integration, allowing drivers to spend more time focusing on job completion rather than finding a destination ● Quick communication to drivers via synchronized task list and built-in messaging systems 41 ● Cartrack Field Service provides a software application enabling the management of field and or on site workers. ● Trace and digitally allocate field workers in real-time to specific jobs ● Manage workflows such as stock control, orders, invoicing and electronic proof-of-job-completion ● Update destinations and routes, allowing workforce to spend more time focusing on job completion ● Easy and effective communication with field workers via messaging systems ● Business Intelligence offers users a high-level view of fleet statistics, including analysis of key indicators and granular detail of asset-specific data. ● Asset Tracking provides a way to track and trace moveable assets to reduce losses, automate inventory management, and improve workforce efficiency, equipment utilization, and regulatory compliance. ● Asset Recovery Our outsourced SVR and asset recovery services assist vehicle owners, police and insurance companies with the recovery of vehicles and other assets that have been stolen.
Lessee Lessor Address Term Karooooo Management Company Pte Ltd SB (17KJ) Investment Pte Ltd 17 Kallang Junction #06- 05/06 Singapore 339274 April 04, 2023 to October 03, 2028 Cartrack Manufacturing Proprietary Limited Stand 222 Republic Road (Pty) Ltd Cnr Cherry Drive & Republic Rd, Randburg, Johannesburg, Gauteng, S.A January 01, 2022 to December 31, 2024 Cartrack Proprietary Limited Growthpoint Properties Limited Grosvenor Corner, 195 Jan Smuts Avenue, Rosebank, Johannesburg, Gauteng, S.A.
Lessee Lessor Address Term Karooooo Management Company Pte Ltd SB (17KJ) Investment Pte Ltd 17 Kallang Junction #06-05/06 Singapore 339274 April 04, 2023 to October 03, 2028 Cartrack Manufacturing Proprietary Limited Stand 222 Republic Road (Pty) Ltd Cnr Cherry Drive & Republic Rd, Randburg, Johannesburg, Gauteng, South Africa.
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.
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. With effect from September 2024, the construction of our South African central office in Johannesburg, South Africa has been completed and is occupied by Cartrack.
We also have research and development operations in South Africa (where the first versions of our solutions were developed), and Portugal. Based on feedback from our customers and prospects, we work to expand our platform offerings while enhancing and maintaining our core solution technology to adapt to new regulatory compliance requirements, user demands, and emerging trends in the industry.
Based on feedback from our customers and prospective customers, we work to expand our platform offerings while enhancing and maintaining our core solution technology to adapt to new regulatory compliance requirements, user demands and emerging trends in the industry.
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.
We serve customers in more than 20 countries across five continents, supporting more than 2.3 million subscribers as at February 28, 2025 and over 2.3 million connected vehicles and equipment on the Cartrack cloud platform. Our highly scalable platform serves large multinational enterprises and individual consumers alike, enabling us to address a large, growing and underpenetrated global market.
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.
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.
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.
Revenue generated by licensees was 0.1% of our total revenue for the financial year ended February 28, 2025, 0.1% of our total revenue for the financial year ended February 29, 2024 and 0.1% of our total revenue for the financial year ended February 28, 2023. We are subject to the information requirements of the Exchange Act.
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.
Human Capital As at February 28, 2025, we had 5,711 full-time employees of which 4,047 are located in South Africa, 310 are located in Africa-Other, 360 are located in Europe, and 994 are located in Asia-Pacific, Middle East and USA.
Telematics insurance has also reduced car accidents by around 35% in recent years, according to Allied Market Research. We believe that the AI-enabled real-time feedback through our platform coaches drivers to engage in behavior that lowers fuel consumption, reduces maintenance costs, and improves on-road safety. Increased workforce and asset productivity .
We believe that the AI-enabled real-time feedback through our platform supports coaching of drivers to engage in behavior that lowers fuel consumption, reduces maintenance costs and improves on-road safety. Increased workforce and asset productivity .
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.
Increasing global access to these OEM devices will further drive demand for our complementary solutions and services. Further, we conduct aftermarket installations in collaboration with OEMs. Deeper insights from data and platform. Our customers increasingly rely on our SaaS platform to optimize and manage their physical operations. In response to this growing demand, we remain committed to ongoing innovation.
Large and growing global infrastructure. Our business is fully vertically integrated in the design, development, production, and deployment of its hardware and software offerings. Unlike many of our competitors, almost all of our systems and products that we use are proprietary.
Our business is vertically integrated in the design, development, production, and deployment of our hardware and software offerings. Unlike many of our competitors, almost all of our systems and products that we use are proprietary. Our vertically integrated model allows us to provide our customers with the benefits of lower costs and greater flexibility without third-party vendor lock-in.
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.
Asia-Pacific and Middle East : AL Marwan, Asia Brewery, Coca-Cola, DHL, Diag, Dizon Farms, GetGo, KINTO, Ley Choon, Lootah, Lumens, Toyota Mobility Solutions. 44 Sales and Marketing Our strategy to generate scale in a region is to target subscriber volume with consumers, sole proprietors and small businesses as we build our distribution and customer care capabilities.
On-the-ground operations present an attractive opportunity and may account for more than 40% of global GDP, based on market research & analysis from multiple third-party sources including Berg Insight, Trailer and Cargo Container Tracking, 2020; IDC, Worldwide Video Surveillance Camera Forecast, 2021–2025, July 2021; IDC, Worldwide Global DataSphere IoT Device and Data Forecast, 2020–2024.
On-the-ground operations present an attractive opportunity and may account for more than 40% of global GDP, based on market research and analysis from multiple third-party sources including the World Bank and the CIA.
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.
Our solution enables: ● Real-time GPS location tracking and management to enable our customers to overcome complex operational challenges, vehicle utilization and workforce managements such as safety, compliance, eco-driving, productivity, service delivery, cost management, maintenance, routing, risk mitigation, inventory control, resource allocation, fuel management and fraud detection, time and attendance tracking and industry specific functionality such as cold chain management ● Integration of real-time data with third party systems such as enterprise resource planning (“ERP”) systems ● Detailed driver management with advanced scorecards to manage the risk and performance of drivers ● Real-time alerts settings ● LiveVision enables comprehensive pro-active risk management and fleet visibility via an AI and non-AI enabled video telematics system with live streaming to our platform: ● The AI enabled camera delivers live alerts to proactively mitigate the risk of driver fatigue, driver distraction and collisions such as monitoring of safe driving distances ● Live on-board cameras enable video selection, replay, and analysis, enabling driver coaching and risk management ● Increased driver visibility reduces extraneous driving costs, reduces driver liability, increases driver safety and behavior ● MiFleet Advanced Fleet Administration provides cost management and administration capabilities through: ● Insight into all asset-related costs, such as purchasing, fuel, fines and insurance for each asset in a fleet ● Actionable intelligence for driver optimization through powerful Business Intelligence (“BI”) ● Cartrack TAG , a next-generation wireless asset tag that extends our platform to any mobile asset in South Africa, offers asset tracking, even in areas with limited or no cellular connectivity: ● Primarily focused on asset management where monitoring the status and movement of non-powered or high-value assets is essential ● Robust design with low maintenance requirements ● Ensures reliable performance in demanding commercial environments ● Karooooo Logistics ( formerly Picup ) focuses on B2B delivery-as-a-service (“DaaS”) providing a software application that enables the management of last mile delivery and general operational logistics.
Our vertically-integrated model allows us to provide our customers with the benefits of lower costs and greater flexibility without third-party vendor lock-in. Our R&D center in Singapore is staffed exclusively by our employees and is positioned to ensure our continued access to world-class talent in Southeast Asia.
Our R&D center in Singapore is staffed exclusively by our employees and is positioned to ensure our continued access to world-class talent in Southeast Asia.
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.
Our product portfolio includes MiFleet, an intuitive administrative and vehicle cost accounting solution, and Delivery, a mobile-enabled workforce management application. Delivery supports key business processes such as stock control, electronic proof of delivery, invoicing, business intelligence, OEM integrations, job dispatch, and advanced messaging through its routing capabilities. Significant barriers to entry.
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.
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. Our devices can be installed in a range of mobile assets independent of asset procurement, allowing our customers to integrate our solutions in existing or new vehicles.
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.
Our insurance multi-quote or aggregator platform offers customers in South Africa 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.
In a system that can watch fleets and drivers for our customers, operators can spend more time optimizing their businesses in other ways. We believe our modular, proprietary designs give us an advantage over competitors who rely on third-party commodity telematics devices because we are able to provide more solutions through our devices tailored to our customers’ needs.
We believe our modular, proprietary designs give us an advantage over competitors who rely solely on third-party telematics devices because we are able to collect industry specific data through our devices tailored to our customers’ needs.
Our devices can be installed in a range of mobile assets independent of asset procurement, allowing our customers to integrate our solutions in existing or new vehicles. Our platform includes a wide range of reliable services to effectively serve the needs of a geographically diverse range of clients.
Our platform includes a wide range of reliable services to effectively serve the needs of a geographically diverse range of clients.
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.
As at February 28, 2025 we had more than 125,000 commercial customers compared to more than 121,000 as at February 29, 2024 driven by new customer additions and maintaining our high customer retention rate, which we believe is testament to a satisfied customer base. We maintain a strong focus on internally monitoring and continuously enhancing our customer satisfaction levels.
Our platform provides the following key benefits to our customers: Lower operating costs. Research by the U.S. Department of Transportation shows implementing telematics can reduce unsafe driving by 60%, which can translate into profit margin increases of 30% in commercial fleets as well as reduced emissions.
Department of Transportation shows that implementing telematics can reduce unsafe driving by 60%, which can translate into profit margin increases of 30% in commercial fleets as well as reduced emissions. (Study of the Impact of a Telematics System on Safe and Fuel-Efficient Driving in Trucks, by Boodlal, Leverson ; Chiang, Kun-Hung; 2014-04-01).
Our platform is accessible to users via web interface and mobile applications, with services offered via monthly subscription.
Our platform is accessible to users via web interface and mobile applications, with SaaS offered via monthly subscription and DaaS offered via monthly subscription should the customer use their own fleet or on a cost per delivery should our customer leverage on third party drivers.
According to Allied Market Research, the market opportunity in automotive telematics in commercial vehicles alone is expected to grow from $33.4 billion in 2018 to $219.1 billion in 2026, representing a CAGR of 28%.
According to Allied Market Research, the automotive OEM telematics global market opportunity is expected to grow from $96.3 billion in 2024, and is projected to reach $321.3 billion by 2032, registering a CAGR of 16.3% from 2024 to 2032.
In 2020, Fitch Solutions estimated there will be more than 1.5 billion vehicles in the world, including more than 392 million commercial vehicles, increasing to 2 billion total vehicles by 2029, including more than 500 million commercial vehicles. McKinsey & Company found that around 15% of vehicles come with telematics installed as standard, suggesting under-penetration of a significant global opportunity.
In 2024, Fitch Solutions estimated there will be more than 1.7 billion vehicles in the world, including more than 438 million commercial vehicles, increasing to 2.1 billion total vehicles by 2032, including more than 544 million commercial vehicles.
Customers also further benefit from our consistent 99.9% system uptime for the year ended February 29, 2024. Road safety and accident management.
Customers also further benefit from our consistent 99.9% system uptime for the financial year ended February 28, 2025. Road safety and accident management. The World Health Organization estimates that road traffic crashes cost most countries 3% of their gross domestic product, illustrating the importance of improving driver habits and monitoring commercial vehicles.

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Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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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.
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.
Segment Information Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision Maker (“CODM”). The CODM, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Group Chief Executive Officer (“CEO”), who makes strategic decisions.
Segment Information Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision Maker (“CODM”). The CODM, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Group Chief Executive Officer (“CEO”), who makes strategic decisions for the Group.
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.
We believe that free cash flow and free cash flow margin are useful indicators of liquidity and the ability of the Group to turn revenues into free cash flow, respectively, that provide information to management and investors about the amount of cash generated from our operations that, after the investments in property and equipment and capitalized internal-use software, can be used for strategic initiatives, including investing in our business, and strengthening our financial position.
We believe that Free Cash Flow and Adjusted Free Cash Flow are useful indicators of liquidity and the ability of the Group to turn revenues into Free Cash Flow, respectively, that provide information to management and investors about the amount of cash generated from our operations that, after the investments in property and equipment and capitalized internal-use software, can be used for strategic initiatives, including investing in our business and strengthening our financial position.
General and Administration General and administration expenses consist primarily of wages and benefits for administrative services, human resources, internal information technology support, executive, legal, finance and accounting personnel; professional fees; expenses for business application software licenses; non-income related taxes; other corporate expenses, such as insurance; and general office related expenses, such as rent and utilities.
General and Administration General and administration expenses consist primarily of wages and benefits for administrative services, human resources, internal information technology support, executive, legal, finance and accounting employees; professional fees; expenses for business application software licenses; non-income related taxes; other corporate expenses, such as insurance and general office related expenses, such as rent and utilities.
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.
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 include forward-looking statements.
We capitalize the cost of installed telematics devices and direct sales commissions and depreciate these costs over the expected useful life of the subscriber, which is currently 60 months. We pay commissions to our sales staff only once a telematics device is installed and activated.
We capitalize the cost of installed telematics devices and direct sales commissions and depreciate these costs over the expected useful life of the subscriber, which is currently over 60 months. We pay commissions to our sales teams only once a telematics device is installed and activated.
Other components of cost of sales include non-capitalized automotive technician costs, machine to machine (“M2M”) network communications costs and the costs of delivering safety and asset recovery services to our customers, including such costs incurred by our licensees.
Other components of cost of revenue include non-capitalized automotive technician costs, machine to machine (“M2M”) network communications costs and the costs of delivering safety and asset recovery services to our customers, including such costs incurred by our licensees.
Operating Expenses Other operating expenses consist of sales and marketing, research and development, general and administration and expected credit losses on financial assets. 60 Sales and Marketing Sales and marketing expenses consist primarily of wages and benefits for sales and marketing personnel, and other marketing, advertising and promotional costs.
Operating Expenses Other operating expenses consist of sales and marketing, research and development, general and administration and expected credit losses on financial assets. 60 Sales and Marketing Sales and marketing expenses consist primarily of wages and benefits for sales and marketing employees, and other marketing, advertising and promotional costs.
(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.
(Refer to the Risk Factors note on foreign currencies on page 23 and Note 29.2 (c) on Currency Risk on page F-47) 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.
(2) 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.
(2) 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 as at and for the financial year ended February 28, 2023 was included in our annual report on Form 20-F (File No. 001-40300), filed with the SEC on June 13, 2024, under the section titled “Item 5.
(2) 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.
(2) 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 as at and for the financial year ended February 28, 2023 was included in our annual report on Form 20-F (File No. 001-40300), filed with the SEC on June 13, 2024, 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 as at and for the financial year ended February 28, 2023 was included in our annual report on Form 20-F (File No. 001-40300), filed with the SEC on June 13, 2024, under the section titled “Item 5.
(2) 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.
(2) 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 as at and for the financial year ended February 28, 2023 was included in our annual report on Form 20-F (File No. 001-40300), filed with the SEC on June 13, 2024, under the section titled “Item 5.
(2) 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.
(2) 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 as at and for the financial year ended February 28, 2023 was included in our annual report on Form 20-F (File No. 001-40300), filed with the SEC on June 13, 2024, under the section titled “Item 5.
Finance Income Finance income consists of interest earned on positive bank balances. 61 Finance Costs Finance costs consist of interest paid on bank overdraft facilities, interest bearing loans, lease obligations and interest charges on outstanding taxes. Taxation Taxation consists primarily of current and deferred income tax and a minimal component of withholding tax.
Finance Income Finance income consists of interest earned on positive bank balances. 61 Finance Costs Finance costs consist of interest paid on bank overdraft facilities, interest-bearing loans and lease obligations. Taxation Taxation consists primarily of current and deferred income tax and a minimal component of withholding tax.
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.
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 financial period ended February 28, 2025.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.
(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 the disclosure as at and for the financial year ended February 28, 2023 was included in our annual report on Form 20-F (File No. 001-40300), filed with the SEC on June 13, 2024, 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.
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 the disclosure as at and for the financial year ended February 28, 2023 was included in our annual report on Form 20-F (File No. 001-40300), filed with the SEC on June 13, 2024, under the section titled “Item 5.
However, notwithstanding these additional expenses, our long-term target is to reduce general and administration expenses as a percentage of subscription revenue. Research and Development Research and development expenses consist of wages and benefits for hardware engineers, product management and software development personnel, technology experimental costs and the amortization of intangible assets relating to capitalized development costs.
However, our long-term target is to reduce general and administration expenses as a percentage of subscription revenue. Research and Development Research and development expenses consist of wages and benefits for hardware engineers, product management and software development employees, technology experimental costs and the amortization of intangible assets relating to capitalized development costs.
(2) 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 thefinancial 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.
(2) 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 the disclosure as at and for the financial year ended February 28, 2023 was included in our annual report on Form 20-F (File No. 001-40300), filed with the SEC on June 13, 2024, under the section titled “Item 5.
We believe that our ability to attract a range of diversified new customers and grow our subscriber base is key to building a sustainable business model. We define our number of subscribers at the end of any particular period as the total number of connected vehicles and equipment using our platform at the end of such period.
We believe that our ability to attract a range of new customers and increase our subscriber base is key to our business model. We define our number of subscribers at the end of any particular period as the total number of connected vehicles and equipment using our platform at the end of such period.
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.$1.00, the exchange rate for U.S. dollars at February 29, 2024 as set forth in the H.10 statistical release of the Board of Governors of the Federal Reserve System.
The following table shows our historical ARPU for each of the periods presented: As at February 28/29 Y-o-Y % 2025 2025 2024 2023 (2) 2025 2024 (U.S.$ (1) ) (in R’s) Average Revenue Per Subscribers (a non-IFRS measure) 9 158 160 155 (1 )% 3 % (1) For convenience purposes only, amounts in South African rand as at February 28, 2025 have been translated to U.S. dollars using an exchange rate of ZAR 18.6012 to U.S.$1.00, the exchange rate for U.S. dollars as at February 28, 2025 as set forth in the H.10 statistical release of the Board of Governors of the Federal Reserve System.
We do, however, monitor our customer mix to ensure that our sales and marketing efforts continue to be effective and evaluate exposure to customer concentration or other material risks in our subscriber base. We seek to capitalize on the growth opportunities in our other regional markets, with subscribers currently located in 25 countries worldwide.
We do, however, monitor our customer mix to ensure that our sales and marketing efforts continue to be effective and evaluate exposure to customer concentration or other material risks in our subscriber base. We seek to capitalize on growth opportunities in numerous regional markets, with subscribers currently located in more than 20 countries worldwide.
Customer growth is a key driver of subscriber growth (vehicles under subscription contracts). We offer our SaaS Cloud platform to a broad range of customers seeking a variety of mobility solutions.
Customer growth is a key driver of subscriber growth (mobile assets under subscription contracts). We offer our SaaS platform to a broad range of customers seeking a variety of mobility solutions.
Operating and Financial Review and Prospects.” For the years ended February 29, 2024 and February 28, 2023, Adjusted EBITDA was ZAR 1,690.6 million and ZAR 1,426.8 million, respectively, which represents an 19% increase period over period, primarily due to consistent profitability as a result of robust subscriber and subscription revenue growth offset by investment for growth.
For the financial years ended February 29, 2024 and February 28, 2023, Karooooo’s Adjusted EBITDA was ZAR 1,690.6 million and ZAR 1,426.8 million, respectively, which represents an 19% increase compared to the prior period, primarily due to Cartrack’s consistent profitability as a result of robust subscriber and subscription revenue growth offset by investment for growth.
Investors are encouraged to review the related IFRS financial measure and the reconciliation of this non-IFRS financial measure to its most directly comparable IFRS financial measure, and not to rely on any single financial measure to evaluate our business.
Investors are encouraged to review the related IFRS financial measure and the reconciliation of these non-IFRS financial measures to their most directly comparable IFRS financial measures, and not to rely on any single financial measure to evaluate our business.
This follows considerable interaction with motor dealerships across South Africa during these periods, who perceived Carzuka’s business interests to conflict with their business interests and Cartrack does not want to risk the long-standing strategic relationships that Cartrack has forged with motor dealerships across South Africa.
This followed considerable interaction with motor dealerships across South Africa during these periods, who perceived Carzuka’s business interests to conflict with their business interests and we did not want to risk the long-standing strategic relationships that Cartrack had forged with motor dealerships across South Africa.
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.$1.00, the exchange rate for U.S. dollars at February 29, 2024 as set forth in the H.10 statistical release of the Board of Governors of the Federal Reserve System.
The following table shows Cartrack’s SaaS ARR for each of the periods presented calculated using subscription revenue for the last month in each period: As at February 28/29 Y-o-Y % 2025 2025 2024 2023 (2) 2025 2024 (U.S.$ thousands (1) ) (in R thousands) SaaS Annualized Recurring Revenue (a non-IFRS measure) 235,680 4,383,935 3,769,381 3,235,202 16 % 17 % (1) For convenience purposes only, amounts in South African rand as at February 28, 2025 have been translated to U.S. dollars using an exchange rate of ZAR 18.6012 to U.S.$1.00, the exchange rate for U.S. dollars as at February 28, 2025 as set forth in the H.10 statistical release of the Board of Governors of the Federal Reserve System.
Karooooo’s profit for the year was ZAR 754.2 million and ZAR 608.8 million, for the years ended February 29, 2024 and February 28, 2023, respectively, reflecting a year-over-year increase of 24%. This result includes Carzuka’s operating losses of ZAR 52.9 million in FY 2024 (FY 2023: ZAR 37.8 million).
Karooooo’s profit for the year was ZAR 937.1 million and ZAR 754.2 million, for the financial years ended February 28, 2025 and February 29, 2024, respectively, reflecting a year-over-year increase of 24%. This result includes Carzuka’s operating losses of ZAR 52.9 million in FY 2024.
In addition to driving subscription revenue growth, we believe that our presence across multiple geographic markets and our exposure to multiple industry sectors can mitigate the risk of changing economic conditions.
In addition to driving subscription revenue growth, we believe that our presence across multiple geographic markets and our exposure to multiple industry sectors mitigates risk during periods of changing economic conditions.
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.
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.
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.
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.
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.
For the financial years ended February 28, 2025, February 29, 2024 and February 28, 2023, Karooooo’s subscription revenue was ZAR 4,068.2 million, ZAR 3,535.8 million and ZAR 3,010.0 million, respectively, which represents a 15% and 17% increase, respectively, compared to the prior period, as a result of resilient subscriber growth.
In Quarter 3 of FY2024, despite the growth experienced by Carzuka in South Africa, a decision was made to cease buying second hand vehicles in South Africa.
In the third quarter of FY2024, despite the growth experienced by Carzuka in South Africa, we made the decision to cease buying second hand vehicles in South Africa.
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.
As at February 28, 2025, our cash and cash equivalents totaled ZAR 1,042.9 million. 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.
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.$1.00, the exchange rate for U.S. dollars at February 29, 2024 as set forth in the H.10 statistical release of the Board of Governors of the Federal Reserve System.
The increase in operating expenses is set forth in more detail below: Sales and Marketing Year ended February 28/29 2025 2025 2024 Y-o-Y % (U.S.$ thousands (1) ) (in R thousands) Sales and marketing (33,050 ) (614,765 ) (500,903 ) 23 % (1) For convenience purposes only, amounts in South African rand as at February 28, 2025 have been translated to U.S. dollars using an exchange rate of ZAR 18.6012 to U.S.$1.00, the exchange rate for U.S. dollars as at February 28, 2025 as set forth in the H.10 statistical release of the Board of Governors of the Federal Reserve System.
Since we own and control almost every aspect of our smart device design, platform innovation and software application development, client acquisition and onboarding, customer service and the management of our back-end support, we are able to move quickly without any significant third-party dependencies and inefficiencies. Karooooo Limited (“Karooooo”), owns 100% of Cartrack, 100% of Carzuka and 70.1% of Karooooo Logistics.
Since we own and control almost every aspect of our smart device design, platform innovation and software application development, customer acquisition and onboarding, customer service and the management of our back-end support, we are able to move quickly without any significant third-party dependencies and inefficiencies.
We have focused our research and development efforts on improving ease of use, functionality and technological scalability of our SaaS platform as well as on expanding and developing new offerings. The majority of our research and development employees are located in Singapore, South Africa and Portugal.
We have focused our research and development efforts on expanding and developing new offerings, improving customer experience and functionality and scalability of our platform. The majority of our research and development employees are located in Singapore, South Africa and Portugal.
Year ended February 29/28 Y-o-Y % 2024 2024 2023 2022 (2) 2024 2023 (U.S.$ 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.$1.00, the exchange rate for U.S. dollars at February 29, 2024 as set forth in the H.10 statistical release of the Board of Governors of the Federal Reserve System.
Year ended February 28/29 Y-o-Y % 2025 2025 2024 2023 (2) 2025 2024 (U.S.$ thousands (1) ) (in R thousands) Karooooo’s Subscription Revenue 218,705 4,068,177 3,535,805 3,010,072 15 % 17 % (1) For convenience purposes only, amounts in South African rand as at February 28, 2025 have been translated to U.S. dollars using an exchange rate of ZAR 18.6012 to U.S.$1.00, the exchange rate for U.S. dollars at February 28, 2025 as set forth in the H.10 statistical release of the Board of Governors of the Federal Reserve System.
In addition to the above, general and administration expenses consist of depreciation relating to other property, plant and equipment, excluding those related to subscriber acquisition costs, which are included in cost of sales, and the amortization of intangible assets relating to purchased computer software infrastructure.
In addition to the above, general and administration expenses consist of depreciation relating to other property, plant and equipment, excluding those related to subscriber acquisition costs, which are included in cost of revenue, and the amortization of intangible assets relating to purchased computer software infrastructure. We expect that general and administration expenses will increase as we continue to scale.
Research and Development Year ended February 29/28 2024 2024 2023 Y-o-Y % (U.S.$ 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.$1.00, the exchange rate for U.S. dollars at February 29, 2024 as set forth in the H.10 statistical release of the Board of Governors of the Federal Reserve System.
Research and Development Year ended February 28/29 2025 2025 2024 Y-o-Y % (U.S.$ thousands (1) ) (in R thousands) Research and Development (12,200 ) (226,935 ) (212,235 ) 7 % (1) For convenience purposes only, amounts in South African rand as at February 28, 2025 have been translated to U.S. dollars using an exchange rate of ZAR 18.6012 to U.S.$1.00, the exchange rate for U.S. dollars as at February 28, 2025 as set forth in the H.10 statistical release of the Board of Governors of the Federal Reserve System.
This follows considerable interaction with motor dealerships across South Africa during these periods, who perceived Carzuka’s business interests to conflict with their business interests and Cartrack does not want to risk the long-standing strategic relationships that Cartrack has forged with motor dealerships across South Africa.
This followed considerable interaction with motor dealerships across South Africa who perceived Carzuka’s business interests to conflict with their business interests, and Cartrack did not want to risk the long-standing strategic relationships that Cartrack forged with them.
The functional currencies of Group companies are primarily the ZAR, USD, Euro (EUR), Mozambican metical (MZN), the Singapore dollar (SGD) and Polish zloty (PLN).
The functional currencies of Group companies are primarily the ZAR, USD, Euro (EUR), Thai baht (THB), the Singapore dollar (SGD) and Polish zloty (PLN).
Operating and Financial Review and Prospects.” As at February 29, 2024 and February 28, 2023, SaaS ARR was ZAR 3,769 million and ZAR 3,235.2 million, respectively, which represents a 17% increase from period to period, as a result of strong subscriber growth and a 3% increase in ARPU due to adverse currency fluctuations.
For the financial years ended February 29, 2024 and February 28, 2023, SaaS ARR was ZAR 3,769.4 million and ZAR 3,235.2 million, respectively, which represents a 17% increase from period to period, as a result of strong subscriber growth offset by a 3% increase in ARPU due to adverse currency fluctuations.
Details of amendment Annual periods beginning on/after Amendments to IAS 1: Classification of Liabilities as Current or Non-current January 1, 2024 Amendments to IFRS 16: Lease Liability in a Sale and Leaseback January 1, 2024 Amendments to IAS 1: Non-current Liabilities with Covenants January 1, 2024 Amendments to IAS 7 and IFRS 7: Supplier Finance Arrangement January 1, 2024 Amendments to IAS 21: Lack of Exchangeability January 1, 2024 IFRS 7 and IFRS 9: Amendments to the Classification and Measurement of Financial Instruments January 1, 2026 IFRS 18: Presentation and Disclosure in Financial Statements January 1, 2027 Amendments to IAS 28 and IFRS 10: Sale or Contribution of Assets between an Investor and its Associate or Joint Venture To be determined Emerging Growth Company As a company with less than US$1.235 billion in revenue during our last financial year, we qualify as an “emerging growth company” as defined in the JOBS Act.
Details of amendment Annual periods beginning on/after Amendments to IAS 21: Lack of Exchangeability January 1, 2025 IFRS 7 and IFRS 9: Amendments to the Classification and Measurement of Financial Instruments January 1, 2026 Annual Improvements to IFRS Accounting Standards January 1, 2026 IFRS 18: Presentation and Disclosure in Financial Statements January 1, 2027 IFRS 19: Subsidiaries without Public Accountability: Disclosures January 1, 2027 Amendments to IAS 28 and IFRS 10: Sale or Contribution of Assets between an Investors and its Associate or Joint Venture To be determined Emerging Growth Company As a company with less than US$1.235 billion in revenue during our last financial year, we qualify as an “emerging growth company” as defined in the JOBS Act.
Expected Credit Losses on Financial Assets Expected credit losses on financial assets increased ZAR 21.9 million, or 25%, for the year ended February 29, 2024 compared to the year ended February 28, 2023.
Expected Credit Losses on Financial Assets Expected credit losses on financial assets increased ZAR 5.1 million, or 5%, for the financial year ended February 28, 2025 compared to financial year ended February 29, 2024.
(2) 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.
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, impairment of goodwill, and offering costs, less gain on disposal of subsidiaries.
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.
Karooooo’s general and administration operating expenses increased by 13% to ZAR 944.8 million for the financial year ended February 28, 2025 from ZAR 837.6 million for the financial year ended February 29, 2024.
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”).
There were no such derivatives as at February 28, 2025. 71 Loan and Funding Facilities 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”).
Number of Subscribers and Subscription Revenue We have demonstrated a history of growing our subscriber base through growth in customers as a result of our proprietary platform with next-generation functionality and software features, sales-centric culture and competitive pricing.
Number of Subscribers and Subscription Revenue We have a strong track record of increasing our subscriber base through growth in customers owing to of our proprietary platform with next-generation functionality and software features, a sales-centric culture and our competitive pricing.
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.
LIQUIDITY AND CAPITAL RESOURCES Our principal sources of liquidity are our cash generated from operations, cash and cash equivalents as well as borrowings available under our loan and funding facilities. Cash and cash equivalents consist primarily of cash or deposit with banks.
This result was achieved notwithstanding the Group’s strategic investment in expansion, brand building and customer acquisition for long-term, sustainable growth. 53 The following table sets forth the segment revenue, operating profit, operating profit margin, adjusted EBITDA and adjusted EBITDA margin for the periods presented.
These results were achieved notwithstanding the Group’s strategic investment in product innovation, geographical expansion, brand building and customer acquisition for long-term, sustainable growth. 53 The following table sets forth the segment revenue, operating profit, operating profit margin, adjusted EBITDA (a non-IFRS measure) and adjusted EBITDA margin (a non-IFRS measure) for the periods presented.
For the years ended February 29, 2024, and February 28, 2023, Cartrack had 1,971,532 and 1,717,077 subscribers, respectively, which represents net subscriber growth of 254,455 or a 15% increase from period to period as a result of gross subscriber additions of 537,904 and gross subscriber churn of 283,449.
As at February 29, 2024, and February 28, 2023, Cartrack had 1,971,532 and 1,717,077 subscribers, respectively, which represents net subscriber growth of 254,455 or a 15% increase from period to period.
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.
Net cash utilized by financing activities was also impacted by an increase in cash outflow of ZAR 77.6 million relating to lease liabilities repayment during the year.
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.
This result includes Carzuka’s losses incurred in the periods. 58 Free Cash Flow or Adjusted Free Cash Flow (a non-IFRS measure) In addition to our results determined in accordance with IFRS, we believe Free Cash Flow or Adjusted Free Cash Flow, which are non-IFRS measures, are useful in evaluating our operating performance.
Net cash generated from operating activities decreased ZAR 171.6 million, or 15%, for the year ended February 29, 2024 compared to the year ended February 28, 2023. Cash generated from operations before working capital changes increased by ZAR 287.4 million.
Net cash generated from operating activities increased ZAR 978.3 million, or 102%, for the financial year ended February 28, 2025 compared to financial year ended February 29, 2024. Cash generated from operations before working capital changes increased by ZAR 287.7 million.
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.
The method in providing for expected credit losses is consistent with prior years. 65 Finance Income Finance income increased ZAR 4.8 million, or 12%, for the financial year ended February 28, 2025 compared to the financial year ended February 29, 2024. This was primarily driven by higher interest earned on positive bank balances during the year.
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.
For the financial year ended February 29, 2024, Carzuka’s sales and marketing operating expenses were ZAR 26.1 million. Cartrack’s sales and marketing operating expenses increased 30% to ZAR 613.1 million for the financial year ended February 28, 2025 compared to financial year ended February 29, 2024 with a significant recruitment drive focused mainly on sales and customer experience.
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. (2) We define Adjusted EBITDA margin (a non-IFRS measure) as Adjusted EBITDA (a non-IFRS measure) divided by revenue.
South Africa Karooooo was able to leverage its strong market position and well-established national distribution network to deliver strong subscriber growth in the year, contributing to Karooooo’s robust financial performance.
South Africa We leveraged our strong market position and well-established national distribution network to deliver strong subscriber growth during the financial year, contributing to Karooooo’s robust financial performance.
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 % Net cash utilized by investing activities (48,581 ) (932,187 ) (622,210 ) (658,217 ) 50 % (5 )% Net cash (utilized by) / generated from financing activities (30,902 ) (592,954 ) (420,026 ) 334,972 41 % (225 )% (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.$1.00, the exchange rate for U.S. dollars at February 29, 2024 as set forth in the H.10 statistical release of the Board of Governors of the Federal Reserve System.
Year ended February 28/29 Y-o-Y % 2025 2025 2024 2023 (2) 2025 2024 (U.S.$ thousands (1) ) (in R thousands) Net cash generated from operating activities 103,934 1,933,295 955,040 1,126,663 102 % (15 )% Net cash utilized by investing activities (57,917) (1,077,335) (932,187 ) (622,210 ) 16 % 50 % Net cash utilized by financing activities (23,830) (443,260) (592,954 ) (420,026 ) (25) % 41 % (1) For convenience purposes only, amounts in South African rand as at February 28, 2025 have been translated to U.S. dollars using an exchange rate of ZAR 18.6012 to U.S.$1.00, the exchange rate for U.S. dollars as at February 28, 2025 as set forth in the H.10 statistical release of the Board of Governors of the Federal Reserve System.
Less significant cost of sales items include expenditures incurred in connection with our asset recovery warranty program, (which is determined based on historical loss data observed over a period of at least the past five years) and mapping costs. Our cost of sales is generally driven by the number of assets under subscription and solutions provided.
Less significant cost of revenue items includes expenditures incurred in connection with an asset recovery warranty program (offered by a third-party service provider), which is determined based on historical loss data observed over a period of at least the past five years, and mapping costs.
Research and development costs that qualify for capitalization, such as costs related to new generation smart devices and our SaaS platform, are capitalized and amortized over 3 years.
Research and development costs that qualify for capitalization, such as costs related to new generation smart devices and new stacks for our platform, are capitalized and amortized over 3 years. We expect research and development expenses to increase, at a similar rate as subscription revenue growth.
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.
On the basis of such information, the average useful life of a subscriber contract was over 60 months as at financial year ended February 28, 2025. Contracts that terminate prior to the end of useful life result in accelerated depreciation of the underlying capitalized telematics devices and capitalized commission assets being recognized immediately.
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.
Karooooo Logistics’s research and development operating expenses were ZAR 11.5 million incurred in the financial year ended February 28, 2025 as compared to ZAR 12.9 million incurred in financial year ended February 29, 2024. For the financial year ended February 29, 2024, Carzuka’s research and development operating expenses were ZAR 2.0 million.
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+).
We serve customers in more than 20 countries, supporting more than 2.3 million subscribers as at February 28, 2025 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 at February 28, 2025, we served more than 125,000 commercial customers (FY2024: 121,000+).
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.
Cost of Revenue Cost of revenue 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.
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 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. ● Karooooo Logistics provides a software application enabling the management of last mile delivery and general operational logistics (Delivery-as-a-service or “Daas”).
Revenue for South Africa increased ZAR 280.1 million, or 12%, for the year ended February 29, 2024 driven by a 12% increase in subscription revenue of ZAR 275.7 million as a result of net subscriber growth of 177,879 subscribers. Africa-Other This region remains a positive cash generator and is strategic to Karooooo’s South Africa operations.
Revenue for South Africa increased ZAR 364.5 million, or 14%, for the financial year ended February 28, 2025 driven by a 15% increase in subscription revenue of ZAR 367.7 million as a result of strong net subscriber growth of 16% or 243,761 subscribers. Africa-Other This region remains a positive cash generator and is strategic to our South African operations.
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.$1.00, the exchange rate for U.S. dollars at February 29, 2024 as set forth in the H.10 statistical release of the Board of Governors of the Federal Reserve System.
Year ended February 28/29 Y-o-Y % 2025 2025 2024 2023 (3) 2025 2024 (U.S.$ thousands (1) ) (in R thousands) Profit for the year 50,379 937,110 754,156 608,806 24 % 24 % Less: Finance income (2,374 ) (44,167 ) (39,418 ) (23,255 ) 12 % 70 % Add: Finance costs 2,735 50,866 15,822 10,095 221 % 57 % Add: Fair value changes to derivative assets — — 388 971 (100 )% (60 )% Add: Taxation 16,655 309,811 311,554 285,298 (1 )% 9 % Add: Depreciation of property, plant and equipment and amortization of intangible assets 35,619 662,559 648,142 544,931 2 % 19 % Add: Impairment of goodwill 2,344 43,600 — — 100 % — Add: Offering costs 812 15,113 — — — — Less: Gain on disposal of subsidiaries (77 ) (1,432 ) — — — — Adjusted EBITDA (a non-IFRS measure) 106,093 1,973,460 1,690,644 1,426,846 17 % 18 % Profit Margin 21 % 18 % 17 % Adjusted EBITDA Margin (2) (a non-IFRS measure) 43 % 40 % 41 % (1) For convenience purposes only, amounts in South African rand as at February 28, 2025 have been translated to U.S. dollars using an exchange rate of ZAR 18.6012 to U.S.$1.00, the exchange rate for U.S. dollars as at February 28, 2025 as set forth in the H.10 statistical release of the Board of Governors of the Federal Reserve System.

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Item 6. [Reserved]

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

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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.
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 non-compliance 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.
(2) Aggregate information disclosed includes directors and executive management given Karooooo’s IPO in the United States and the incorporation of an international headquarter in Singapore with a centralized management function. The Group CEO and CFO drive the Group’s strategy implementation, operation and direction with focus on sustainability and top and bottom-line growth. In 2022 Mr.
(2) Aggregate information disclosed includes directors and executive management given Karooooo’s IPO in the United States and the incorporation of international headquarters in Singapore with a centralized management function. The Group CEO and CFO drive the Group’s strategy implementation, operation and direction with focus on sustainability and top and bottom-line growth. In 2022 Mr.
Andrew Leong has been a member of our board of directors since February 2021 and is currently the co- founder and the Chief Executive Officer of Videre Security Solutions, a software company established in 2016, providing data analytics and cyber security to Singapore. Mr.
Andrew Leong has been a member of our board of directors since February 2021 and was the co- founder and the Chief Executive Officer of Videre Security Solutions, a software company established in 2016, providing data analytics and cyber security to Singapore. Mr.
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 Richard Schubert 51 Chief Operating Officer Carmen Calisto 28 Chief Strategy and Marketing Officer Pedro Ventura 37 Chief Technology Officer 76 The following sets forth certain biographical information with respect to our directors, executive officers and senior management.
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 was included as executive officer by virtue of his shareholding in Karooooo. Mr. Marais is the beneficial owner of 3,250,793 shares through One Spire (Pty) Ltd., which corresponds to 10.5% 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 10.16% of the 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 3,250,793 shares through One Spire (Pty) Ltd., which corresponds to 10.5% 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 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.
Name Age Position Isaias (Zak) Jose Calisto 58 Chief Executive Officer Hoe Shin Goy 45 Chief Financial Officer Juan Marais (1) 56 Chief Sales Officer 1. Mr. Marais is included above as executive officer by virtue of his shareholding in Karooooo. Mr.
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
A copy of our Compensation Recoupment Policy is filed as Exhibit 97.1 hereto. As at financial year ended February 28, 2025, we were not required to recoup any compensation awarded under the Compensation Recoupment Policy. 80
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.$1.00, the exchange rate for U.S. dollars at February 29, 2024 as set forth in the H.10 statistical release of the Board of Governors of the Federal Reserve System.
COMPENSATION Directors and Executive Officer Compensation footnote The following table provides information about the aggregate compensation, including benefits in kind, accrued or paid to our executive officers and directors with respect to the years ended February 2025 and 2024 for services in all capacities: Year ended February 28/29 2025 2025 (2) 2024 (2) (U.S.$ thousands (1) ) (in R thousands) Short-term employee benefits 983 18,285 18,094 Post-employment benefits 25 456 430 1,008 18,741 18,524 (1) For convenience purposes only, amounts in South African rand as at February 28, 2025 have been translated to U.S. dollars using an exchange rate of ZAR 18.6012 to U.S.$1.00, the exchange rate for U.S. dollars as at February 28, 2025 as set forth in the H.10 statistical release of the Board of Governors of the Federal Reserve System.
Our 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.
Our current directors are divided among the three classes as follows: ● the Class I director is Andrew Leong, who was re-elected for a term of three years at the annual meeting of stockholders held on August 29, 2024; ● 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.
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.
EMPLOYEES As at February 28, 2025, we had 5,711 full-time employees, of which 4,047 are located in South Africa, 310 are located in Africa-Other, 360 are located in Europe, and 994 are located in Asia-Pacific and Middle East. None of our employees are represented by a labor union or covered by a collective bargaining agreement.
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 Isaias (Zak) Jose Calisto 58 Executive Officer and Executive Chairman Hoe Shin Goy 45 Executive Officer Siew Koon Lim 66 Lead Independent Director Andrew Leong 50 Independent Director Kim White 49 Independent Director Executive Officers The table below sets forth information regarding individuals who serve as executive officers.

Item 7. Management's Discussion & Analysis

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

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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.
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.
Put Option When Karooooo acquired 70.1% of Karooooo Logistics (Picup) in September 2021, Karooooo entered into a Put Option Agreement with our Chief Executive Officer, Isaias (Zak) Jose Calisto, the ultimate controlling shareholder of Karooooo, to grant Karooooo the right to sell all its interest in Karooooo Logistics to Isaias (Zak) Jose Calisto.
Karooooo Logistics (Pty) Ltd: Put Option When Karooooo acquired 70.1% of Karooooo Logistics (Picup) in September 2021, Karooooo entered into a Put Option Agreement with our Chief Executive Officer, Isaias (Zak) Jose Calisto, the ultimate controlling shareholder of Karooooo, to grant Karooooo the right to sell all its interest in Karooooo Logistics to Isaias (Zak) Jose Calisto.
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 was 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 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.
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 5,429,960 ordinary shares. B.
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.
Item 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS A. MAJOR SHAREHOLDERS The following table sets forth information as at May 9, 2025 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 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 complete asset, equates to an estimated monthly long term lease cost of approximately ZAR 115 per square meter in comparison to the current market rate of approximately ZAR 140 per square meter, with an annual escalation of 8%. The new offices, including 404 parking bays, has a built-up area of approximately 31,800 square meters.
(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.
(3) Mr Schubert owns less than 1% of the issued and outstanding shares of the Company. (4) Mr. Marais is the beneficial owner of 3,250,793 shares through One Spire (Pty) Ltd., which corresponds to 10.52% 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.
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.
The business address of Gobi Capital LLC is 909 Montgomery Street, Suite 400, San Francisco, CA 94133. 81 As at May 9, 2025, we had 1 holder of record of our ordinary shares in the United States, holding approximately 25,463,340 of our total issued ordinary shares.
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.
For purposes of the table below, the percentage ownership calculations are based on 30,893,300 ordinary shares outstanding as at May 9, 2025. 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.
Purple Rain’s only asset is the properties at the location of the office space utilized by Cartrack businesses in Johannesburg, South Africa prior to this acquisition and redevelopment. Independent valuation appraisals of these properties had been concluded.
Purple Rain’s only asset is the properties at the location of the office space situated at 11 Keyes Avenue Rosebank (“office premises”), previously utilized by Cartrack businesses in Johannesburg, South Africa prior to this acquisition, Independent valuation appraisals of these properties had been concluded.
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.
Marais’ 3,250,793 shares may be deemed to be beneficially owned by Mr. Calisto. Therefore, Mr. Calisto may be deemed to beneficially own 22,700,793 shares or 73.48%. Mr. Calisto disclaims beneficial ownership of Mr. Marais’ 3,250,793 ordinary shares. (2) Ms Goy owns less than 1% of the issued and outstanding shares of the Company.
Acquisitions Karooooo Logistics (Pty) Ltd: In September 2021, the Group strategically acquired 70.1% of the shares and voting interest in Karooooo Logistics (Picup), a logistics cloud-based disruptive technology company located in South Africa.
As at February 28, 2025, ZAR 28.7 million of this loan remained outstanding. Acquisitions Karooooo Logistics (Pty) Ltd: In September 2021, the Group strategically acquired 70.1% of the shares and voting interest in Karooooo Logistics (Picup), a logistics cloud- based disruptive technology company located in South Africa.
Calisto owns 20,028,811 shares, or 64.81%. However, Mr. Calisto and One Spire (Pty) Ltd. have agreed that if Mr.
Calisto owns 19,450,000 shares, or 62.96%. However, Mr. Calisto and One Spire (Pty) Ltd. have agreed that if Mr.
As 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.
As at May 9, 2025 Name of Owner Number Percent Directors and Executive Officers Directors Isaias (Zak) Jose Calisto (1) 19,450,000 62.96 Hoe Shin Goy (2) Kim White Siew Koon Lim Andrew Leong Executive Officers Richard Schubert (3) Juan Marais (4) 3,250,793 10.52 Carmen Calisto Pedro Ventura All executive officers and directors as a group (9 persons) 22,700,793 73.48 Other 5% Shareholders Gobi Capital LLC (5) 2,200,668 7.12 Total Ordinary Shares 24,901,461 80.60 (1) Mr.
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.
Additional information about our related party transactions is included in Note 28 to the audited consolidated financial statements. 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.
Whilst the redevelopment is taking place, expected to be 2 years, Cartrack has temporarily leased offices opposite its current offices in Rosebank, Johannesburg and another location in Johannesburg South Africa, as set out in Item 4.D “Property, Plant and Equipment”. C. INTERESTS OF EXPERTS AND COUNSEL Not applicable. 83
Cartrack has moved into the new premises pursuant to lease agreements with Purple Rain. The leases of premises in Rosebank, Johannesburg and another location in Randburg, Johannesburg, South Africa, are set out in Item 4.D “Property, Plant and Equipment”. C. INTERESTS OF EXPERTS AND COUNSEL Not applicable. 83
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.
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, another ZAR 2.4 million in the 2024 financial year and ZAR 0.5 million in the 2025 financial year. Amounts due under this loan bear no interest, have no fixed terms of repayment and are repayable on demand.
Given Karooooo’s consistent annual growth rate since inception, its existing leased office premises in Johannesburg South Africa, Cartrack Corner, situated at 11 Keyes Avenue Rosebank (“office premises”), no longer provided adequate space to accommodate the expected growth.
Given Karooooo’s consistent annual growth rate since inception, the office premises no longer provided adequate space to accommodate the expected growth, resulting in the decision to demolish and consolidate the properties to enable the erection of a head office suite for South Africa.
Removed
Additional information about our related party transactions is included in Note 30 to the audited consolidated financial statements.
Added
In Q2 FY 2025, by way of a repurchase and cancellation by Karooooo Logistics (Pty) Ltd of its own shares from minority shareholders, the Group’s interest increased to 74.8%.
Removed
Property leases Up to December 2021, we leased offices at 166 Jan Smuts Avenue, Rosebank, Johannesburg, 2196, South Africa and at 11 Keyes Avenue, Rosebank, Johannesburg, 2196, South Africa, with approximately 6,356 square meters of space in total, pursuant to lease agreements (the “Lease Agreements”) by and between Purple Rain, and each of (i) Cartrack Proprietary Limited, (ii) Cartrack Manufacturing Proprietary Limited and (iii) Found Proprietary Limited, each dated as at March 1, 2020.
Added
As at February 28, 2025, the total cost for the redevelopment of the office premises, including the site, was ZAR 429.2 million.
Removed
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.
Removed
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”.
Removed
Following a decision to demolish the existing buildings we entered into lease agreements for office space at two locations as set out in Item 4.D, “Property, Plant and Equipment”.
Removed
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.
Removed
On December 22, 2020, the Company entered into an agreement with a related party (Orient Victoria Pte Ltd), whereby the related party agreed to lend and advance up to USD 65 million for the sole purpose of facilitating the Company’s acquisition of the remaining interest in the subsidiary, CTK.
Removed
The related party loan bore interest at a rate of 1.25% and was repayable as soon as possible and prior to the Company paying any dividends. On December 29, 2020, the Company received a USD 58.5 million (ZAR 882.4 million) loan from Orient Victoria Pte Ltd. This loan was fully repaid, with interest, on April 22, 2021.
Removed
As Cartrack’s mobility open eco system platform allows for seamless integration into third party systems, Karooooo Logistics has been working with Cartrack to address the challenges of last-mile delivery through an integrated offering. Karooooo Logistics simplifies transport operations and helps mitigate the risks associated with logistics, specifically in relation to meeting tight delivery timeframes.
Removed
Cartrack customers are now able to manage their own fleets and workflows, interact with specialist courier companies, as well as a network of vetted crowd-sourced drivers, thus enabling them to efficiently scale their e-commerce business, deliveries and general logistic needs.
Removed
The platform allows enterprises and transporters to plan and allocate their loads, access real-time tracking and proof of delivery with automated payments.
Removed
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.

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