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What changed in Karooooo Ltd.'s 20-F — 2022 vs 2023

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Paragraph-level year-over-year comparison of Karooooo Ltd.'s 2022 and 2023 20-F annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2023 report.

+290 added−365 removedSource: 20-F (2023-06-13) vs 20-F (2022-06-09)

Top changes in Karooooo Ltd.'s 2023 20-F

290 paragraphs added · 365 removed · 245 edited across 5 sections

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

47 edited+15 added−8 removed475 unchanged
Biggest changeAny future determination to pay cash dividends will be at the discretion of the board of directors and will depend on many factors, including general and economic conditions, financial condition and operating results, available cash and current and anticipated cash needs, capital requirements, contractual, legal, tax and regulatory restrictions, including restrictive covenants contained in our financing agreements, the ability of the group’s subsidiaries to distribute funds to Karooooo and such other factors as the board of directors may deem relevant.
Biggest changeThe payment and timing of dividends in cash or other distributions (such as a return of capital to shareholders through share buy-backs, for example) are determined by the board after considering factors that include: earnings and free cash flow; current and anticipated capital requirements; economic conditions; contractual, legal, tax and regulatory restrictions (including covenants contained in any financing agreements); the ability of group subsidiaries to distribute funds to Karooooo; and such other factors the board may deem relevant.
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.
In addition, the stock market in general has experienced substantial price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of particular companies affected. These broad market and industry factors may materially harm the market price of our ordinary shares, regardless of our operating performance.
In addition, the stock market in general has experienced substantial price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the particular companies affected. These broad market and industry factors may materially harm the market price of our ordinary shares, regardless of our operating performance.
Any event that significantly disrupts our service or exposes our data to misuse could damage our reputation and harm our business and results of operations, including reducing our revenue, causing us to issue credits to customers, subjecting us to potential liability, harming our churn rates, or increasing our cost of acquiring new customers. 17 We host our solutions and serve all of our customers from our network servers, which are principally located at third-party data center facilities in South Africa, Singapore, the Netherlands and United Arab Emirates.
Any event that significantly disrupts our service or exposes our data to misuse could damage our reputation and harm our business and results of operations, including reducing our revenue, causing us to issue credits to customers, subjecting us to potential liability, harming our churn rates, or increasing our cost of acquiring new customers. 17 We host our solutions and serve all of our customers from our network servers, which are principally located at third-party data center facilities in South Africa, Singapore, the Netherlands, United Arab Emirates and France.
While the Singapore Take-Over Code seeks to ensure an equality of treatment among shareholders in take-over or merger situations, its provisions could substantially impede the ability of the shareholders to benefit from a change of control and, as a result, may adversely affect the market price of the ordinary shares and the ability to realize any benefit from a potential change of control. 30 Risks Relating to Our Ordinary Shares Our stock price may fluctuate and you could lose a significant part of your investment.
While the Singapore Take-Over Code seeks to ensure an equality of treatment among shareholders in take-over or merger situations, its provisions could substantially impede the ability of the shareholders to benefit from a change of control and, as a result, may adversely affect the market price of the ordinary shares and the ability to realize any benefit from a potential change of control. 30 Risks Relating to Our Ordinary Shares Our stock price may fluctuate and you could lose all or a significant part of your investment.
Passive income generally includes dividends, interest, rents, royalties and gains from the sale or exchange of investment property. Cash is generally a passive asset for these purposes. Goodwill is generally characterized as an active asset to the extent it is associated with business activities that produce active income.
Passive income generally includes dividends, interest, certain rents and royalties and gains from the sale or exchange of investment property. Cash is generally a passive asset for these purposes. Goodwill is generally characterized as an active asset to the extent it is associated with business activities that produce active income.
In the past, following periods of volatility in the market price of certain companies’ securities, securities class action litigation has been instituted against these companies. This litigation, if instituted against us, could have a material adverse effect on our business, financial condition and results of operations.
In the past, following periods of volatility in the market price of certain companies’ securities, securities class action litigation has been instituted against these companies. This type of litigation, if instituted against us, 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; ● higher levels of corruption, including bribery of public officials; ● loss due to civil strife, acts of war or terrorism, guerrilla activities and insurrection; ● a lack of well-developed legal systems which could make it difficult for us to enforce our intellectual property and contractual rights; ● potential adverse changes in laws and regulatory practices, including import and export license requirements and restrictions, tariffs, taxation and other laws or policies affecting foreign trade or investment; 25 ● restrictions on the right to convert or repatriate currency or export assets; ● introduction or changes to indigenization and empowerment programs; ● logistical and communications challenges; ● difficulties in staffing and managing operations and ensuring the safety of our employees; ● greater risk of uncollectible accounts and longer collection cycles; and ● future downgrades of the debt ratings of the countries in which we operate, particularly in South Africa, where the three major rating agencies have all downgraded South Africa’s sovereign debt credit rating below investment-grade status; If we are unable to effectively manage these risks, it could have a material adverse effect on our business, financial condition and results of operations.
These risks include: ● the strength of emerging market economies; ● fluctuations in interest rates; ● political and economic instability, including higher rates of inflation and currency fluctuations; ● high levels of crime and unemployment; ● inconsistent supply or failure of infrastructure; ● higher levels of corruption, including bribery of public officials; ● loss due to civil strife, acts of war or terrorism, guerrilla activities and insurrection; ● a lack of well-developed legal systems which could make it difficult for us to enforce our intellectual property and contractual rights; ● potential adverse changes in laws and regulatory practices, including import and export license requirements and restrictions, tariffs, taxation and other laws or policies affecting foreign trade or investment; 25 ● restrictions on the right to convert or repatriate currency or export assets; ● introduction 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.
In the event that some or all of the amounts outstanding under our credit facilities are accelerated and become immediately due and payable, we may not have the funds to repay, or the ability to refinance, such outstanding amounts under our credit facilities, or our lenders could foreclose upon critical assets, which could have a material adverse effect on our business, results of operations and financial condition.(Refer to disclosure of Revolving Credit Facility with Standard Bank on page 79) Changes in practices of insurance companies in the markets in which we provide our solutions could have an adverse effect on demand for products and services.
In the event that some or all of the amounts outstanding under our credit facilities are accelerated and become immediately due and payable, we may not have the funds to repay, or the ability to refinance, such outstanding amounts under our credit facilities, or our lenders could foreclose upon critical assets, which could have a material adverse effect on our business, results of operations and financial condition.(Refer to disclosure of Revolving Credit Facility with Standard Bank on page 72) Changes in practices of insurance companies in the markets in which we provide our solutions could have an adverse effect on demand for products and services.
The automotive industry is also increasingly focused on the development of ADAS technologies, including the utilization of artificial intelligence, with the goal of developing and introducing a commercially viable, fully automated driving experience.
The automotive industry is also increasingly focused on the development of AD and ADAS technologies, including the utilization of artificial intelligence, with the goal of developing and introducing a commercially viable, fully automated driving experience.
However, our PFIC status for any taxable year is an annual determination that can be made only after the end of that year, and will 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 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).
Risks Relating to Our Ordinary Shares ● Our stock price may fluctuate and you could lose a significant part of your investment. ● As a foreign private issuer and “controlled company” within the meaning of the Nasdaq rules, we are permitted to, and we will, rely on exemptions from certain corporate governance standards.
Risks Relating to Our Ordinary Shares ● Our stock price may fluctuate and you could lose all or a significant part of your investment. ● As a foreign private issuer and “controlled company” within the meaning of the Nasdaq rules, we are permitted to, and we will, rely on exemptions from certain corporate governance standards.
Since March 01, 2018, less than 0.05% of SVR operations conducted on our behalf have resulted in injury or death, as a result of weapons discharge, with such operations resulting in one fatality and three other injuries since then up until February 28, 2022.
Since March 01, 2018, less than 0.05% of SVR operations conducted on our behalf have resulted in injury or death, as a result of weapons discharge, with such operations resulting in one fatality and three other injuries since then up until February 28, 2023.
Our growth has placed, and may continue to place, a significant pressure on our managerial, administrative, operational, financial and other resources. We intend to further expand our overall business, customer base, headcount and operations. Our global organization and workforce requires substantial management effort to maintain.
Our growth has placed, and may continue to place, a significant pressure on our managerial, administrative, operational, financial and other resources. We intend to further expand our overall business, customer base, headcount and operations. Our global organization and workforce require substantial management effort to maintain.
Risks Relating to Our Operations in South Africa and Other Emerging Markets ● We conduct a substantial 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.
Risks Relating to Our Operations in South Africa and Other Emerging Markets We conduct a substantial amount of our business in foreign currencies, which heightens our exposure to the risk of exchange rate fluctuations.
Risks Relating to Our Operations in South Africa and Other Emerging Markets We conduct a material amount of our business in foreign currencies, which heightens our exposure to the risk of exchange rate fluctuations.
We are subject to the risk of defaults by our customers. Entering into subscription agreements with customers, particularly consumers and sole proprietors whose credit may not be as strong as our large enterprise clients, exposes us to credit risk in the event of customer defaults, and we may not be paid all amounts due under our subscription agreements.
Entering into subscription agreements with customers, particularly consumers and sole proprietors whose credit may not be as strong as 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.
Based on the composition of our income and assets and value of our assets, including the value of our goodwill, we believe that we were not a PFIC for our taxable year ended February 28, 2022.
Based on the composition of our income and assets and the value of our assets, including the value of our goodwill, we believe that we were not a PFIC for our taxable year ended February 28, 2023.
Although we have made contingent arrangements for use of generators at our various locations, the lack of a proper supply of electricity could have a material adverse effect on our business, financial condition and results of operations. Even with our disaster recovery arrangements, our services could be interrupted.
Although we have made contingent arrangements for use of generators at our various locations, the lack of a constant, reliable supply of electricity could have a material adverse effect on our business, financial condition and results of operations. Even with our disaster recovery arrangements, our services could be interrupted.
Operating in emerging markets, such as South Africa, subjects us to greater political, economic and market risks than those we would face if we only operated in more developed markets, which could increase our operating costs. For the year ended February 28, 2022, 77% of our revenue was derived from South Africa.
Operating in emerging markets, such as South Africa, subjects us to greater political, economic and market risks than those we would face if we only operated in more developed markets, which could increase our operating costs. For the year ended February 28, 2023, 78% of our revenue was derived from South Africa.
For as long as we are an “emerging growth company” under the recently enacted JOBS Act, our independent registered public accounting firm will not be required to attest to the effectiveness of our internal control over financial reporting pursuant to Section 404 of SOX. We could be an emerging growth company for up to five years.
For as long as we are an “emerging growth company” under the JOBS Act, our independent registered public accounting firm will not be required to attest to the effectiveness of our internal control over financial reporting pursuant to Section 404 of SOX. We could be an emerging growth company for up to five years from our IPO.
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 previously implemented electricity rationing and planned blackouts.
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.
If we fail to manage our growth effectively, we may be unable to execute our business plan, maintain high levels of service or address competitive challenges adequately. We increased the number of our full-time employees from 2,999 at February 28, 2021 to 3,508 at February 28, 2022.
If we fail to manage our growth effectively, we may be unable to execute our business plan, maintain high levels of service or address competitive challenges adequately. We increased the number of our full-time employees from 3,508 at February 28, 2022 to 4,039 at February 28, 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 of February 2022, the annual CPI stood at 5.7% compared to 2.9% in February 2021 and 4.6% in February 2020.
High rates of inflation could increase our costs in such regions and decrease our operating margins. In particular, the inflation rate in South Africa, where we have significant operations, is relatively high compared to developed, industrialized countries. As of February 2023, the annual CPI stood at 7% compared to 5.7% in February 2022.
Our operations in Botswana, Malawi, Rwanda, Eswatini and Zimbabwe, which are conducted by independent businesses that are licensees pursuant to franchise agreements with us, comprised 0.1% of our revenue in the year ended February 28, 2022, 0.2% of our revenue in the year ended February 28, 2021 and 0.2% of our revenue for the year ended February 29, 2020.
Our operations in Botswana, Malawi, Rwanda, Eswatini and Zimbabwe, which are conducted by independent businesses that are licensees pursuant to franchise agreements with us, comprised 0.1% of our revenue in the year ended February 28, 2023 and 0.1% of our revenue in the year ended February 28, 2022.
In particular, our Chief Executive Officer and certain of his affiliates, may be deemed to beneficially own approximately 65.0% of our issued and outstanding shares.
In particular, our Chief Executive Officer and certain of his affiliates, may be deemed to beneficially own approximately 74.85% of our issued and outstanding shares.
For example, we will have to consider the potential implications of the new privacy law in California, the California Consumer Privacy Act (“CCPA”), which went into effect on January 01, 2020. The CCPA creates new rights for consumers and will be widely applicable to businesses (regardless of location) that collect personal information about California residents.
For example, we will have to consider the potential implications of the new privacy law in California, the California Consumer Privacy Act (“CCPA”), which creates new rights for consumers and will be widely applicable to businesses (regardless of location) that collect personal information about California residents.
These suppliers or vendors could fail to provide equipment or service on a timely basis, or fail to meet our performance expectations, for a number of reasons, including, for example, disruption to the global supply chain as a result of geopolitical factors, the COVID-19 pandemic, natural disasters or the potential impacts of global climate change. 11 Risks Relating to Our Growth Strategy We have experienced growth in recent periods.
These suppliers or vendors could fail to provide equipment or service on a timely basis, or fail to meet our performance expectations, for a number of reasons, including, for example, disruption to the global supply chain as a result of geopolitical factors, effects of a pandemic, natural disasters or the potential impacts of global climate change.
We may need to hire additional qualified personnel in order for us to maintain compliance with Section 404. 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, we may identify weaknesses and deficiencies in our internal control over financial reporting.
RISK FACTOR SUMMARY Risks Relating to Our Business and Operations ● We may not be able to add new subscribers, 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, such as the COVID-19 pandemic, could have a material adverse effect on our business, financial condition and results of operations. ● Our inability to adapt to rapid technological change in our industry and related industries could impair our ability to remain competitive and adversely affect our results of operations. 1 ● Our inability to successfully recover should we experience a disaster or other business continuity problem could cause material financial loss, loss of human capital, regulatory actions, reputational harm or legal liability. ● The market for SaaS fleet management solutions is highly fragmented and competitive.
RISK FACTOR SUMMARY Risks Relating to Our Business and Operations ● We may not be able to add new customers and retain existing customers, which could have a material adverse effect on our ability to grow our business and increase revenue. ● We may not be able to retain or drive margin expansion with our existing customers, which could adversely affect our financial results. ● The effects of a pandemic or widespread outbreak of an illness, the Russia-Ukraine conflict, geopolitical tensions involving China, and similar macroeconomic events, including financial distress caused by recent or potential bank failures, global supply chain challenges, foreign currency fluctuations, elevated inflation and interest rates and monetary policy changes, could have a material adverse effect on our business, financial condition and results of operations. ● Our inability to adapt to rapid technological change in our industry and related industries could impair our ability to remain competitive and adversely affect our results of operations. 1 ● Our inability to successfully recover should we experience a disaster or other business continuity problem could cause material financial loss, loss of human capital, regulatory actions, reputational harm or legal liability. ● The market for SaaS fleet management solutions is highly fragmented and competitive.
Our subscription revenue increased from ZAR 2,209.0 million for the year ended February 28, 2021 to ZAR 2,568.2 million for the year ended February 28, 2022 and our total subscribers increased from 1,306,000 at February 28, 2021 to 1,525,972 at February 28, 2022.
Our subscription revenue increased from ZAR 2,568.2 million for the year ended February 28, 2022 to ZAR 3,010.1 million for the year ended February 28, 2023 and our total subscribers increased from 1,525,972 at February 28, 2022 to 1,717,077 at February 28, 2023.
Moreover, if future laws and regulations limit our customers’ ability to use and share this data or our ability to store, process and share data with our clients over the Internet, demand for our solution could decrease, our costs could increase, and our results of operations and financial condition could be harmed.
If our privacy or data security measures fail to comply, or are perceived to fail to comply, with current or future laws and regulations, we may be subject to litigation, regulatory investigations or other liabilities. 15 Moreover, if future laws and regulations limit our customers’ ability to use and share this data or our ability to store, process and share data with our clients over the Internet, demand for our solution could decrease, our costs could increase, and our results of operations and financial condition could be harmed.
See “— Our platform integrates with third-party technologies and if our platform becomes incompatible with these technologies, our platform would lose functionality and flexibility and our customer acquisition and retention could be adversely affected.” In addition, the success of any enhancement or new feature depends on several factors, including the timely completion, introduction and market acceptance of the enhancement or feature.
However, we may prove unsuccessful either in developing new software features or in expanding the third-party software and products with which our SaaS platform integrates, and such third-party software and products may become incompatible or replace our solutions, and such efforts may not be cost-effective - See “Our platform integrates with third-party technologies and if our platform becomes incompatible with these technologies, our platform would lose functionality and flexibility and our customer acquisition and retention could be adversely affected.” In addition, the success of any enhancement or new feature depends on several factors, including the timely completion, introduction and market acceptance of the enhancement or feature.
The inaccuracy of such information or representations affects our ability to accurately evaluate the credit risk of a customer, and an increase in the default rates of our customers could have a material 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.
The inaccuracy of such information or representations affects our ability to accurately evaluate the credit risk of a customer, and an increase in the default rates of our customers could have a material adverse effect on our business, results of operations and financial condition.
We rely in part on our licensees and the manner in which they operate their locations to develop and promote our business in Botswana, Malawi, Rwanda, Eswatini and Zimbabwe.
We rely in part on our licensees and the manner in which they operate their locations to develop and promote our business in Botswana, Malawi, Rwanda, Eswatini and Zimbabwe. In March 2023, for strategic reasons, we acquired 76% of Cartrack Swaziland (Proprietary) Limited (Eswatini), from its existing licensees.
We have updated and will continue to evaluate our group data protection and security policies, charters, and procedures to assist in maintaining data privacy and data security in line with international practices.
The Protection of Personal Information Act, No. 4 of 2013 (the “POPI Act”) applies to each of our South African subsidiaries. We have updated and will continue to evaluate our group data protection and security policies, charters, and procedures to assist in maintaining data privacy and data security in line with international practices.
Some of the international locations in which we operate lack a developed legal system and have higher than normal levels of corruption. 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 conduct business.
As part of our business, we may deal with state-owned business enterprises, the employees of which are considered foreign officials for purposes of the FCPA. In addition, the United Kingdom Bribery Act (the “Bribery Act”) has been enacted and came into effect on July 1, 2011.
As part of our business, we may deal with state-owned business enterprises, the employees of which are considered foreign officials for purposes of the FCPA. In addition, the United Kingdom Bribery Act (the “Bribery Act”) extends beyond bribery of foreign public officials and also apply to transactions with individuals not employed by a government.
If it is determined that we are not in compliance with Section 404 in the future, we will be required to implement new internal control procedures and re-evaluate our financial reporting. We may experience higher than anticipated operating expenses as well as outside auditor fees during the implementation of these changes and thereafter.
Based on our Section 404(a) assessment, our management concluded that, as of February 28, 2023, our internal control over financial reporting was effective. If it is determined that we are not in compliance with Section 404 in the future, we will be required to implement new internal control procedures and re-evaluate our financial reporting.
We do not have contracts or volume commitments in place with our third-party suppliers but instead place purchase orders on a periodic as-needed basis. For example, we utilize semiconductor chips in certain of the hardware products that we manufacture.
We do not have contracts or volume commitments in place with our third-party suppliers but instead place purchase orders on a periodic as-needed basis. We have in the past experienced and may in the future experience component shortages, and the predictability of the availability of these components may be limited.
An extended period of global and economic disruption resulting from this pandemic and its effects could have a material adverse effect on our business, financial condition and results of operations.
Any extended period of global and economic disruption resulting from a pandemic, the ongoing Russia-Ukraine conflict, other geopolitical tension and macroeconomic events such as financial institution failures, create increased uncertainty and strain on the global economy and could have a material adverse effect on our business, financial condition and results of operations.
The provisions of the Bribery Act extend beyond bribery of foreign public officials and also apply to transactions with individuals not employed by a government. The provisions of the Bribery Act are also more onerous than the FCPA in a number of other respects, including jurisdiction, non- exemption of facilitation payments and penalties.
The provisions of the Bribery Act are also more onerous than the FCPA in a number of other respects, including jurisdiction, non- exemption of facilitation payments and penalties. Some of the international locations in which we operate lack a developed legal system and have higher than normal levels of corruption.
To the extent this semiconductor chip shortage continues, we may experience delays, increased costs, and an inability to fulfill engineering design changes or customer demand, each of which could adversely impact our results of operations.
Increases in the cost of devices or components, or freight to transport those items, could negatively impact our ability to fulfill engineering design changes or customer demand, each of which could adversely impact our results of operations.
Customers with such requirements collectively represented 0.4% of our total revenue for the year ended February 28, 2022.
Customers with such requirements collectively represented 0.4% of our total revenue for the year ended February 28, 2023. Recent amendments to the law, expected to be implemented in the latter part of 2023, now empower the government to set specific equity targets by sector and region, where transformation initiatives have lagged.
The effects of a pandemic or widespread outbreak of an illness, such as the COVID-19 pandemic, could have a material adverse effect on our business, financial condition and results of operations. The COVID-19 pandemic has negatively impacted the global economy, disrupted supply chains and created significant volatility in global financial markets.
The effects of a pandemic or widespread outbreak of an illness, the Russia-Ukraine conflict, geopolitical tensions involving China, and similar macroeconomic events, including financial distress caused by recent or potential bank failures, global supply chain challenges, foreign currency fluctuations, elevated inflation and interest rates and monetary policy changes, could have a material adverse effect on our business, financial condition and results of operations.
To the extent the COVID-19 pandemic further adversely affects our business, financial condition and results of operations, it may also have the effect of heightening many of the other risks described in this “Risk Factors” section.
Such fluctuations may result in significant increases or decreases in our reported revenue and other results as expressed in South African rand, and in the reported value of our assets, liabilities and cash flows – See “Risks Relating to Our Operations in South Africa and Other Emerging Markets” The impact of these risks may also have the effect of heightening many of the other risks described in this “Risk Factors” section.
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However, we may prove unsuccessful either in developing new software features or in expanding the third-party software and products with which our SaaS platform integrates, and such third-party software and products may become incompatible or replace our solutions, and such efforts may not be cost-effective.
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Our growth strategy involves the further expansion of our operations and customer base internationally.
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Our business was impacted by the COVID-19 pandemic, and the extent to which the COVID-19 pandemic will continue to impact our business depends on a number of factors, including the ultimate duration of the pandemic, actions taken by governmental authorities to restrict certain business operations and social activity, impose travel restrictions or other actions, the future impact of the pandemic on economic activity and consumer demand, the ability of our supply chain to deliver in a timely and cost-effective manner, the ability of our employees to operate efficiently and effectively and the continued viability and financial stability of our customers, all of which remain uncertain.
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The ongoing conflict between Russia and Ukraine may adversely impact the economies of neighboring countries, such as Poland, in which we have a presence.
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In particular, the COVID-19 pandemic could continue to affect our ability to collect payments under our subscription contracts, retain existing customers and increase sales to new customers.
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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.
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The COVID-19 pandemic has resulted in limited capacity to install the in-vehicle internet-of-things or IoT technology as a result of the various regional lockdown restrictions, and we have been unable to deploy recently recruited talent currently stationed in Singapore into the Asia-Pacific region to drive growth.
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An interruption in the supply of components could impair our production capacity and affect hardware manufacturing output adversely affecting distribution.” The evolving energy crisis in Europe, exacerbated by the ongoing Russia-Ukraine conflict, could continue to significantly disrupt supply chains and cause uncertainty in the global economy, which could negatively impact our business prospects.
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Semiconductor chips have been recently subject to an ongoing global supply shortage and our ability to source the components that use semiconductor chips may be adversely affected in the future. Component delivery lead times are expected to increase, which may cause delays in our product production and increase the cost to obtain components with available semiconductor chips.
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Similarly, in South Africa, protracted electricity rationing and planned blackouts, due to the government owned power utility’s inability to meet electricity demand, have had, and could continue to have an adverse effect on our business, financial condition and results of operations.
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The Protection of Personal Information Act, No. 4 of 2013 (the “POPI Act”) was promulgated into law on November 26, 2013 in South Africa and final regulations were published on December 14, 2018. 15 The majority of the POPI Act’s provisions commenced on July 1, 2020. The provisions of the POPI Act applies to each of our South African subsidiaries.
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Similarly, the ongoing Russia-Ukraine conflict, other geopolitical tension and macroeconomic events such as financial institution failures cause increased uncertainty and strain on the global economy. Such events and circumstances are subject to fluctuations and may exacerbate other risks described in this “Risk Factors” section or otherwise directly or indirectly impact our business in unpredictable ways.
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If our privacy or data security measures fail to comply, or are perceived to fail to comply, with current or future laws and regulations, we may be subject to litigation, regulatory investigations or other liabilities.
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We are subject to the risk of defaults by our customers and business partners.
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Our first Section 404(a) assessment took place for this annual report, and based on this assessment, our management concluded that, as of February 28, 2022, our internal control over financial reporting was effective.
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In addition, recent bank failures in the United States and Europe have caused uncertainty across the global banking sector and financial markets.
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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.
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For example, we utilize semiconductor chips in certain of the hardware products that we manufacture. Over the last several fiscal years, there has been an ongoing global silicon component shortage, which has resulted in increases in the cost of devices and components and delays in shipments of goods across many industries, including components used in our IoT devices.
Added
Although we have extended our supply orders in terms of lead times and have made pre-emptive purchases to build out our inventory, we cannot guarantee that we will have sufficient inventory for our needs.
Added
Any interruption or delay in the supply of any of these devices or components, or the inability to obtain these devices or components from alternate sources at acceptable prices and within a reasonable amount of time, could harm our ability to onboard new customers. 11 Risks Relating to Our Growth Strategy We have experienced growth in recent periods.
Added
We are subject to fluctuations in foreign exchange rates between the South African rand, our reporting currency, and currencies of other countries where we market our solutions or source our raw components, for example the Euro, Mozambican metical, the Singapore dollar and Polish zloty.
Added
We aim to reinvest retained earnings to the extent that it aligns with the group’s required return on incrementally reinvested capital, return on equity, and short- to medium-term growth strategy.
Added
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.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

34 edited+5 added−3 removed120 unchanged
Biggest changeFrance 100.0 - Cartrack Limitada Cartrack Technologies LLC Mozambique 50.0 50.0 Auto Club LDA Cartrack Technologies LLC Mozambique 80.0 80.0 1 Dormant 2 Previously known as Cartrack Technologies Proprietary Limited 3 Previously known as Drive and Save Proprietary Limited 4 Picup has recently been re-branded to, and is thus referred to as, Karooooo logistics given the unification of platforms.
Biggest changeFrance - 100.0 Cartrack Limitada Cartrack Technologies LLC Mozambique 50.0 50.0 Auto Club LDA Cartrack Technologies LLC Mozambique 80.0 80.0 Cartrack for Information Technology Company Cartrack Technologies LLC Kingdom of Saudi Arabia 51.0 - 1 Dormant 2 Previously known as Cartrack Technologies Proprietary Limited 3 Previously known as Drive and Save Proprietary Limited 4 Previously known as Cartrack Holdings Limited 5 Previously known as Retriever Limited 6 Previously known as Veraspan Proprietary Limited 7 Previously known as Zonke Bonke Telecoms Proprietary Limited 8 Previously known as Picup Technologies Proprietary Limited 9 Liquidated on May 19, 2022 10 90% of the share capital of Karooooo Cartrack Limited is held by Karooooo Limited and the remainder 10% of the share capital is held by Karooooo Management Company Pte Limited, a wholly owned subsidiary of Karooooo Limited. 50 D.
Cartrack Ireland Limited U.S.A 100.0 100.0 Cartrack Polska.SP.ZO.O Cartrack Ireland Limited Poland 90.9 90.9 Cartrack Portugal S.A. Cartrack Ireland Limited Portugal 100.0 100.0 Cartrack Espana. S.L.U. Cartrack Ireland Limited Spain 100.0 100.0 Karu.Com. Unipessoal. Lda Cartrack Portugal S.A. Portugal 100.0 100.0 Cartrack France SAS Cartrack Portugal S.A.
Cartrack Ireland Limited U.S.A 100.0 100.0 Cartrack Polska.SP.ZO.O Cartrack Ireland Limited Poland 90.9 90.9 Cartrack Portugal S.A. Cartrack Ireland Limited Portugal 100.0 100.0 Cartrack Espana. S.L.U. Cartrack Ireland Limited Spain 100.0 100.0 Karu.Com. Unipessoal. Lda Cartrack Portugal S.A. Portugal 100.0 100.0 Cartrack France SAS 9 Cartrack Portugal S.A.
We offer a full-stack smart mobility SaaS platform for connected vehicles and other assets and provide customers with differentiated insights and analytics to optimize their business and workforce, increase efficiency and decrease costs, improve safety, monitor environmental impact, assist with regulatory compliance and manage risk. 36 Our business is vertically integrated, which affords us complete autonomy with regards to the development of the capabilities and features that differentiate our applications as well as the speed of our innovation.
We offer a full-stack smart mobility SaaS platform for connected vehicles and other assets and provide customers with differentiated insights and analytics to optimize their business operations and workforce, increase efficiency and decrease costs, improve safety, monitor environmental impact, assist with regulatory compliance and manage risk. 36 Our business is vertically integrated, which affords us complete autonomy with regards to the development of the capabilities and features that differentiate our applications as well as the speed of our innovation.
Our existing architecture and infrastructure has been designed with sufficient capacity to meet our current and anticipated future needs. We use many frameworks, most notably REACT developed by Facebook, and write the majority of our software in industry-standard software programming languages, such as JavaScript, python, PHP and C/C++. All software is deployed for our relational database management system.
Our existing architecture and infrastructure have been designed with sufficient capacity to meet our current and anticipated future needs. We use many frameworks, most notably REACT developed by Facebook, and write the majority of our software in industry-standard software programming languages, such as JavaScript, python, PHP and C/C++. All software is deployed for our relational database management system.
Our applications are tightly integrated to avoid the need for multiple interfaces, and include free application programming interface (“API”) integrations with enterprise resource planning (“ERP”) systems. 40 The principal components of our SaaS platform include the following: Commercial Applications ● Fleet Telematics: The comprehensive Fleet Management SaaS Platform provides customers with real-time insight into their asset base through live tracking on a roadmap interface; using proprietary smart IoT devices that allow for powerful vehicle integration and the use of peripheral sensors all geared towards delivering: ● Real-time, accurate GPS positioning enabling location management, fuel management and fraud detection, maintenance management, eco-driving, vehicle utilization, time and attendance, and cold chain management ● Integration of real-time data into back office systems ● Detailed driver management with advanced scorecards to manage the risk and performance of drivers ● Real-time alerts for maintenance and engine diagnostics ● LiveVision enables comprehensive pro-active risk management and fleet visibility via an AI enabled two-camera video telematics system or a four-camera live streaming vehicle video system: ● The AI enabled camera delivers live warnings to proactively mitigate the risk of driver fatigue, driver distraction and collisions and includes the monitoring of safe driving distances ● Live on-board cameras enable video selection, replay, and analysis, enabling driver coaching and performance improvement ● Increased driver visibility reduces extraneous driving costs, reduces driver liability, increases driver safety, and further empowers fleet control ● MiFleet Advanced Fleet Administration and Business Intelligence (“BI”) provides cost management and administration capabilities: ● Provides insight into all asset-related costs, such as purchasing, fuel, fines and insurance for each asset in a fleet ● Provides actionable intelligence for driver optimization through powerful BI ● Karooooo Logistics ( Picup, recently re-branded to Karooooo Logistics, given the unification of platforms ) provides a software application enabling the management of last mile delivery and general operational logistics.
Our applications are tightly integrated to avoid the need for multiple interfaces, and include free application programming interface (“API”) integrations with enterprise resource planning (“ERP”) systems. 40 The principal components of our SaaS platform include the following: Commercial Applications ● Fleet Telematics The comprehensive Fleet Management SaaS Platform provides customers with real-time insight into their asset base through live tracking on a roadmap interface; using proprietary smart IoT devices that allow for powerful vehicle integration and the use of peripheral sensors all geared towards delivering: ● Real-time, accurate GPS positioning enabling location management, fuel management and fraud detection, maintenance management, eco-driving, vehicle utilization, time and attendance, and cold chain management ● Integration of real-time data into back-office systems ● Detailed driver management with advanced scorecards to manage the risk and performance of drivers ● Real-time alerts for maintenance and engine diagnostics ● LiveVision enables comprehensive pro-active risk management and fleet visibility via an AI enabled two-camera video telematics system or a four-camera live streaming vehicle video system: ● The AI enabled camera delivers live warnings to proactively mitigate the risk of driver fatigue, driver distraction and collisions and includes the monitoring of safe driving distances ● Live on-board cameras enable video selection, replay, and analysis, enabling driver coaching and performance improvement ● Increased driver visibility reduces extraneous driving costs, reduces driver liability, increases driver safety, and further empowers fleet control ● MiFleet Advanced Fleet Administration and Business Intelligence (“BI”) provides cost management and administration capabilities: ● Provides insight into all asset-related costs, such as purchasing, fuel, fines and insurance for each asset in a fleet ● Provides actionable intelligence for driver optimization through powerful BI ● Karooooo Logistics ( formerly Picup ) provides a software application enabling the management of last mile delivery and general operational logistics.
In 2020, Fitch Solutions estimates 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 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.
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 23 countries in which we or our licensees operate. Our more than 1000 mobile workshops serve customers globally around-the-clock.
To provide leading service in installations, customer support, and vehicle recovery, we have established a comprehensive branch network of automotive technicians with rapid-response capabilities in each of the 25 countries in which we or our licensees operate. Our more than 1000 mobile workshops serve customers globally around-the-clock.
We collect an average of over 90 billion data points per month and have maintained a consistent platform uptime of 99.9%. Our proprietary SaaS platform acts as a central nervous system for connected vehicles and other mobile assets, such as construction equipment, generators, refrigeration units, trailers and boats.
We collect an average of over 125 billion data points per month and have maintained a consistent platform uptime of 99.9%. Our proprietary SaaS platform acts as a central nervous system for connected vehicles and other mobile assets, such as construction equipment, generators, refrigeration units, trailers and boats.
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 149 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 163 full-time employees, include platform management, platform development, quality assurance, and technology operations.
These data centers provide us with both physical security, including around-the-clock security personnel, biometric access controls and systems security, including firewalls, encryption, redundant power and environmental controls. Our data centers maintained over 99.9% system uptime during the year ended February 28, 2022.
These data centers provide us with both physical security, including around-the-clock security personnel, biometric access controls and systems security, including firewalls, encryption, redundant power and environmental controls. Our data centers maintained over 99.9% system uptime during the year ended February 28, 2023.
Limited Philippines 100.0 51.0 Cartrack Technologies South East Asia Pte. Limited Cartrack Technologies Pte. Limited Singapore 100.0 100.0 Cartrack Ireland Limited Cartrack Technologies Pte. Limited Republic of Ireland 100.0 100.0 Cartrack Technologies (Thailand) Company Limited Cartrack Technologies Pte. Limited Thailand 100.0 100.0 Cartrack New Zealand Limited Cartrack Technologies Pte.
Limited Philippines 100.0 100.0 Cartrack Technologies South East Asia Pte. Limited Cartrack Technologies Pte. Limited Singapore 100.0 100.0 Cartrack Ireland Limited Cartrack Technologies Pte. Limited Republic of Ireland 100.0 100.0 Cartrack Technologies (Thailand) Company Limited Cartrack Technologies Pte. Limited Thailand 100.0 100.0 Cartrack New Zealand Limited Cartrack Technologies Pte.
Asia-Pacific, Middle East and USA : Grab Rentals, Singapore Prison Service, Asia Brewery Inc.,Ley Choon Group, Orix, Lim Siang Huat, GetGo, Huationg, Huawei, Unilever, KFC, CAT/MANTRAC, Hertz, Five Star, Dizon Farms, Lumens, Goldbell, Singapore, Red Cross Society, Coca-Cola. 44 Sales and Marketing Our strategy to generate scale in the region is to target subscriber volume with consumers and sole proprietors and small businesses as we build our distribution and customer care model in such region.
Asia-Pacific, Middle East and USA : Grab Rentals, Singapore Prison Service, Asia Brewery Inc.,Ley Choon Group, Orix, Lim Siang Huat, GetGo, Huationg, Unilever, KFC, CAT/MANTRAC, Hertz, Five Star, Dizon Farms, Lumens, Goldbell, Singapore, Coca-Cola. 44 Sales and Marketing Our strategy to generate scale in the region is to target subscriber volume with consumers and sole proprietors and small businesses as we build our distribution and customer care model in such region.
Many larger competitors have entered the market in recent years through acquisitions of competing solutions, such as telecommunications provider Verizon acquiring Fleetmatics, as well as tire companies Bridgestone and Michelin acquiring TomTom and Masternaut, respectively.
Many larger competitors have entered the market in recent years through acquisitions of competing solutions, such as telecommunications provider Verizon acquiring Fleetmatics, as well as tyre companies Bridgestone and Michelin acquiring TomTom and Masternaut, respectively.
Limited United Kingdom 100.0 100.0 49 Company Name Held by Country of incorporation % holding 2022 % holding 2021 Cartrack Technologies (China) Limited Cartrack Technologies Pte. Limited Hong Kong 100.0 100.0 Cartrack Malaysia SDN.BHD Cartrack Technologies Pte. Limited Malaysia 100.0 100.0 Cartrack Technologies LLC Cartrack Technologies Pte. Limited U.A.E 100.0 100.0 Cartrack Technologies PHL.INC Cartrack Technologies Pte.
Limited United Kingdom 100.0 100.0 49 Country of % holding % holding Company Name Held by incorporation 2023 2022 Cartrack Technologies (China) Limited Cartrack Technologies Pte. Limited Hong Kong 100.0 100.0 Cartrack Malaysia SDN.BHD Cartrack Technologies Pte. Limited Malaysia 100.0 100.0 Cartrack Technologies LLC Cartrack Technologies Pte. Limited U.A.E 100.0 100.0 Cartrack Technologies PHL.INC Cartrack Technologies Pte.
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 (recently sold by Inseego) 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, 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.
In addition, deployment of in-vehicle telematics sensors to monitor activity onroad and within a vehicle provides performance benefits and critical data in the event of a collision. 38 Our Opportunity There is a significantly underpenetrated global opportunity in mobility data analytics for smart transportation.
In addition, deployment of in-vehicle telematics sensors to monitor activity on road and within a vehicle provides performance benefits and critical data in the event of a collision. 38 Our Opportunity There is a significantly underpenetrated global opportunity in mobility data analytics for smart transportation.
Customers also further benefit from our consistent 99.9% system uptime for the year ended February 28, 2022. Road safety and accident management.
Customers also further benefit from our consistent 99.9% system uptime for the year ended February 28, 2023. Road safety and accident management.
Excellence in service to our customers is core to our values and culture. As of February 28, 2022 Karooooo had more than 88,000 commercial customers compared to more than 75,000 as of February 28, 2021 driven by new customer additions and maintaining our high customer retention rate.
Excellence in service to our customers is core to our values and culture. As of February 28, 2023 Karooooo had more than 105,000 commercial customers compared to more than 88,000 as of February 28, 2022 driven by new customer additions and maintaining our high customer retention rate.
Karooooo Ltd Singapore 100.0 - Karooooo Proprietary Ltd Karooooo Ltd South Africa 100.0 - Carzuka Pte Ltd Carzuka.com Pte Ltd Singapore 100.0 100.0 Karooooo Technologies Proprietary Limited 2 Karooooo Proprietary Ltd South Africa 100.0 100.0 Cartrack Management Services Limited Cartrack Holdings Proprietary Limited South Africa 100.0 100.0 Cartrack Proprietary Limited Cartrack Holdings Proprietary Limited South Africa 100.0 100.0 Cartrack Manufacturing Proprietary Limited Cartrack Holdings Proprietary Limited South Africa 100.0 100.0 Cartrack Insurance Agency Proprietary Limited 3 Cartrack Holdings Proprietary Limited South Africa 100.0 100.0 Cartrack Namibia Proprietary Limited Cartrack Holdings Proprietary Limited Namibia 100.0 100.0 Cartrack Technologies Pte.
Ltd Karooooo Management Company Pte Ltd Cambodia 100.0 - Carzuka Pte Ltd 1 Carzuka.com Pte Ltd Singapore 100.0 100.0 Karooooo Technologies Proprietary Limited 2 Karooooo Proprietary Ltd South Africa 100.0 100.0 Cartrack Management Services Limited Cartrack Holdings Proprietary Limited South Africa 100.0 100.0 Cartrack Proprietary Limited Cartrack Holdings Proprietary Limited South Africa 100.0 100.0 Cartrack Manufacturing Proprietary Limited Cartrack Holdings Proprietary Limited South Africa 100.0 100.0 Cartrack Insurance Agency Proprietary Limited 3 Cartrack Holdings Proprietary Limited South Africa 100.0 100.0 Cartrack Namibia Proprietary Limited Cartrack Holdings Proprietary Limited Namibia 100.0 100.0 Cartrack Technologies Pte.
Revenue generated by licensees was 0.1% of our total revenue for the year ended February 28, 2022, 0.2% of our total revenue for the year ended February 28, 2021 and 0.2% of our total revenue for the year ended February 29, 2020. B.
Revenue generated by licensees was 0.1% of our total revenue for the year ended February 28, 2023, 0.1% of our total revenue for the year ended February 28, 2022 and 0.2% of our total revenue for the year ended February 28, 2021. B.
We serve customers in 23 countries across five continents, supporting more than 1.5 million subscribers as of February 28, 2022 and our highly scalable platform serves large multinational enterprises and individual consumers alike, enabling us to address a large, growing and underpenetrated global market.
We serve customers in 25 countries across five continents, supporting more than 1.7 million subscribers as of February 28, 2023 and our highly scalable platform serves large multinational enterprises and individual consumers alike, enabling us to address a large, growing and underpenetrated global market.
Company Name Held by Country of incorporation % holding 2022 % holding 2021 Cartrack Holdings Proprietary Limited Karooooo Ltd South Africa 100.0 68.1 Carzuka.com Pte Ltd Karooooo Ltd Singapore 100.0 100.0 Karooooo Management Company Pte. Ltd. Karooooo Ltd Singapore 100.0 - Karooooo Software Pte. Ltd.
Country of % holding % holding Company Name Held by incorporation 2023 2022 Cartrack Holdings Proprietary Limited 4 Karooooo Ltd South Africa 100.0 100.0 Carzuka.com Pte Ltd 1 Karooooo Ltd Singapore 100.0 100.0 Karooooo Management Company Pte. Ltd. Karooooo Ltd Singapore 100.0 100.0 Karooooo Software Pte. Ltd.
Representative customers by geographical regions are listed below: South Africa : Anglo American De Beers Group, MAN Automotive South Africa, King Price Insurance, Avis Car Rental, The Courier Guy, SA Taxi Finance, Bridge Taxi Finance, Spartan Truck Hire, MultiChoice, SuperSport, Toyota South Africa Motors (including Hino), Clicks, Dis-Chem Pharmacies, Pick n Pay.
Additional assistance is also available via phone, chat or email. Representative customers by geographical regions are listed below: South Africa : Anglo American De Beers Group, MAN Automotive South Africa, King Price Insurance, Avis Car Rental, The Courier Guy, SA Taxi Finance, Bridge Taxi Finance, Spartan Truck Hire, MultiChoice, SuperSport, Toyota Motors (including Hino), Clicks, Dis-Chem Pharmacies, Pick n Pay.
We are enhancing our SaaS platform to be device and service provider agnostic as we further develop smart mobility capabilities, partnering with the world’s leading companies in pay-as-a-service transportation. Increasing global access to these devices will further drive demand for our solutions and services.
Our Growth Strategy Our long-term growth is driven by five key factors: Growth of connected devices. We are enhancing our SaaS platform to be device and service provider agnostic as we further develop smart mobility capabilities, partnering with the world’s leading companies in pay-as-a-service transportation. Increasing global access to these devices will further drive demand for our solutions and services.
Limited Tanzania 100.0 100.0 Retriever Limited Cartrack Technologies Pte. Limited Kenya 100.0 100.0 Cartrack Engineering Technologies Limited Cartrack Technologies Pte. Limited Nigeria 100.0 100.0 PT. Cartrack Technologies Indonesia Cartrack Technologies Pte. Limited Indonesia 100.0 100.0 Cartrack Investments UK Limited Cartrack Technologies Pte.
Limited Tanzania 100.0 100.0 Karooooo Kenya Limited 5 Cartrack Technologies Pte. Limited Kenya 70.0 100.0 Cartrack Engineering Technologies Limited Cartrack Technologies Pte. Limited Nigeria 100.0 100.0 PT. Cartrack Technologies Indonesia Cartrack Technologies Pte. Limited Indonesia 100.0 100.0 Cartrack Investments UK Limited 1 Cartrack Technologies Pte.
April 01, 2021 to November 30, 2024 We use these facilities for finance, legal, human resources, information technology, sales, marketing and other administrative functions. We currently have five data center sites providing coverage and high-speed access to all customers. The locations of the data centers are in the Netherlands, United Arab Emirates (Dubai), Singapore, and two in South Africa.
April 01, 2021 to November 30, 2024 We use these facilities for finance, legal, human resources, information technology, sales, marketing, manufacturing and other administrative functions. We currently have six data center sites providing coverage and high-speed access to all customers.
We believe that our facilities are adequate for our current needs and that suitable additional or substitute space will be available as needed to accommodate any potential expansion of our operations.
The locations of the data centers are in the Netherlands, United Arab Emirates (Dubai), Singapore, France and two in South Africa. We believe that our facilities are adequate for our current needs and that suitable additional or substitute space will be available as needed to accommodate any potential expansion of our operations.
Limited Cartrack Holdings Proprietary Limited Singapore 100.0 100.0 Carzuka Proprietary Limited Cartrack Holdings Proprietary Limited South Africa 100.0 100.0 Purple rain Properties No.444 Proprietary Limited Cartrack Holdings Proprietary Limited South Africa 100.0 - Picup Technologies Proprietary Limited (“Picup”) 4 Cartrack Holdings Proprietary Limited South Africa 70.1 - Cartrack Telematics Proprietary Limited Cartrack Proprietary Limited South Africa 49.0 49.0 Veraspan Proprietary Limited Cartrack Proprietary Limited South Africa 100.0 100.0 Karu Holdings Proprietary Ltd Cartrack Proprietary Limited South Africa 100.0 100.0 Combined Telematics Services Proprietary Limited 1 Cartrack Proprietary Limited South Africa 49.0 49.0 Zonke Bonke Telecoms Proprietary Limited 1 Cartrack Proprietary Limited South Africa 100.0 100.0 Cartrack Tanzania Limited Cartrack Technologies Pte.
Limited Cartrack Holdings Proprietary Limited Singapore 100.0 100.0 Carzuka Proprietary Limited Cartrack Holdings Proprietary Limited South Africa 100.0 100.0 Purple rain Properties No.444 Proprietary Limited Cartrack Holdings Proprietary Limited South Africa 100.0 100.0 Karooooo Logistics Pty Ltd (“Picup”) 8 Cartrack Holdings Proprietary Limited South Africa 70.1 70.1 Cartrack Telematics Proprietary Limited Cartrack Proprietary Limited South Africa 49.0 49.0 CTK Shell 1 (Pty) Ltd 1,6 Cartrack Proprietary Limited South Africa 100.0 100.0 Karu Holdings Proprietary Ltd Cartrack Proprietary Limited South Africa 100.0 100.0 Combined Telematics Services Proprietary Limited 1 Cartrack Proprietary Limited South Africa 49.0 49.0 CTK Shell 2 (Pty) Ltd 1,7 Cartrack Proprietary Limited South Africa 100.0 100.0 Cartrack Tanzania Limited Cartrack Technologies Pte.
This marketplace includes vehicles sold by third parties as well as vehicles purchased and reconditioned by Cartrack.) ● The global addressable market for used cars is anticipated to grow from 115 million vehicles in 2019 to 275 million vehicles in 2030 with South Africa making up 1.2 million of the used car market in 2019 according to industry sources. ● Carzuka is currently in beta testing phase in South Africa, with a low volume of transactions as we continue to develop its business model and refine its processes.
This marketplace includes vehicles sold by third parties as well as vehicles purchased and reconditioned by Cartrack. ● The global addressable market for used cars is anticipated to grow from 115 million vehicles in 2019 to 275 million vehicles in 2030 with South Africa making up 1.2 million of the used car market in 2019 according to industry sources. ● Significant revenue growth in the second half of this financial year is a welcome justification of our belief in the sustainability of Carzuka’s agile, data-enhanced and highly scalable business model.
We entered into lease agreements for office space at two locations as set out below: Lessee Lessor Address Term 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, 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.
Human Capital As at February 28, 2022, we had 3,508 full-time employees of which 2,456 are located in South Africa, 238 are located in Africa-Other, 242 are located in Europe, and 572 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.
Human Capital As at February 28, 2023, we had 4,039 full-time employees of which 2,816 are located in South Africa, 221 are located in Africa-Other, 288 are located in Europe, and 714 are located in Asia-Pacific, Middle East and USA.
Additionally, we are identifying new avenues of growth from our data analysis and monetization. We have expanded our SaaS platform into insurance, and plan to continue to expand into tires and the maintenance and the buying and selling of vehicles.
Additionally, we are identifying new avenues of growth from our data analysis and monetization.
We continue to serve consumers across South Africa and are well positioned to launch and scale similar offerings opportunistically in other geographies. Our Growth Strategy Our long-term growth is driven by five key factors: Growth of connected devices.
We have expanded our SaaS platform into insurance and the buying and selling of vehicles, and plan to continue to expand into tyres, batteries and the maintenance of vehicles We continue to serve consumers across South Africa and are well positioned to launch and scale similar offerings opportunistically in other geographies.
Antonio Bruni, founder and CEO of Picup, and the management team, own the remaining 29.9% interest in Picup. Karooooo has the option to increase its shareholding to 83.5%. 50 D. PROPERTY, PLANT AND EQUIPMENT Our principal executive office in Singapore consists of approximately 1,625 square meters of space under a lease that expires in April 2023.
PROPERTY, PLANT AND EQUIPMENT Our principal executive office in Singapore consists of approximately 1,625 square meters of space under a lease that expired in April 2023. We entered into a lease agreement for premises at 17 Kallang Junction #06-05/06 Singapore 339274 upon the terms set out below.
Removed
We expect Carzuka to enter full operation the second quarter of our 2023 financial year. ● Cartrack Insurance Agency .
Added
Our principal expenditure includes costs related to Sales and Marketing, General and Administration and Research and Development, as more fully described further on in this Annual Report. Capital expenditure, including commitments, are also described further below.
Removed
Additional assistance is also available via phone, chat or email.
Added
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.
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Our offices in Johannesburg, South Africa, included two offices with approximately 6,356 square meters of space under leases that were terminated in December 2021 following a decision to demolish the existing buildings.
Added
We continue to exercise caution and pragmatism as we invest to grow this business. ● Cartrack Insurance Agency .
Added
Karooooo Ltd Singapore 100.0 100.0 Karooooo Proprietary Ltd Karooooo Ltd South Africa 100.0 100.0 Karooooo Cartrack Limited 10 Karooooo Ltd Uganda 100.0 - Cartrack (Cambodia) Co.
Added
Construction of our South African central office in Johannesburg, South Africa is well underway. In the interim, we entered into lease agreements for office space at two locations as set out below.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

117 edited+22 added−102 removed83 unchanged
Biggest changeThree Months Ended Quarterly Subscriber Data February 29, 2020 May 31, 2020 August 31, 2020 November 30, 2020 February 28, 2021 May 31, 2021 August 31, 2021 November 30, 2021 February 28, 2022 (subscribers and percentage growth) Subscribers (as of end of period) 1,126,515 1,133,547 1,175,173 1,246,089 1,306,000 1,366,470 1,408,609 1,470,385 1,525,972 Net subscriber growth for the three months 37,770 7,032 41,626 70,916 59,911 60,470 42,139 61,776 55,587 Growth against comparative prior year quarter - (76 )% (15 )% 42 % 59 % 760 % 1 % (13 )% (7 )% 80 Three Months Ended Quarterly Financial Results Data February 29, 2020 May 31, 2020 August 30, 2020 November 30, 2020 February 28, 2021 May 31, 2021 August 31, 2021 November 30, 2021 February 28, 2022 (1) (in R thousands) Revenue 510,570 534,991 551,144 588,667 615,741 626,193 658,768 719,541 741,649 Subscription revenue 502,593 526,289 541,563 567,189 573,976 605,866 627,637 663,947 670,715 Hardware and installation revenue 358 5,936 5,695 16,886 37,274 14,770 19,241 11,506 13,239 Other revenue 7,619 2,766 3,886 4,592 4,491 2,988 3,196 3,134 2,981 Carzuka - - - - - 2,569 8,694 23,884 32,163 Karooooo Logistics - - - - - - - 17,070 22,551 Cost of sales (151,510 ) (144,807 ) (153,039 ) (166,401 ) (206,276 ) (182,341 ) (207,044 ) (249,878 ) (283,298 ) Gross profit 359,060 390,184 398,105 422,266 409,465 443,852 451,724 469,663 458,351 Other income (472 ) 178 340 838 810 785 500 532 24 Operating expenses (196,046 ) (208,092 ) (212,958 ) (224,886 ) (249,668 ) (276,513 ) (274,534 ) (265,485 ) (309,774 ) Sales and marketing (44,055 ) (49,779 ) (52,522 ) (61,830 ) (73,979 ) (88,693 ) (84,710 ) (79,888 ) (79,968 ) General and administration (125,877 ) (112,932 ) (127,820 ) (130,599 ) (105,183 ) (128,675 ) (131,857 ) (132,537 ) (162,258 ) Research and development (11,448 ) (18,051 ) (21,882 ) (14,272 ) (45,933 ) (32,741 ) (36,308 ) (37,277 ) (42,912 ) Expected credit losses on financial assets (14,666 ) (27,330 ) (10,734 ) (18,185 ) (24,593 ) (26,404 ) (21,659 ) (15,783 ) (24,636 ) Operating profit 162,542 182,270 185,487 198,218 160,587 168,124 177,690 204,710 148,601 IPO costs - - - - (25 570) (10,288 ) - - - Finance income 986 1,443 1,027 1,382 506 712 1,619 1,525 2,227 Finance costs (2,593 ) (1,577 ) (1,760 ) (1,496 ) (4,469 ) (1,891 ) (3,019 ) (3,756 ) (3,665 ) Fair value changes to derivative assets - - - - - - - - (506 ) Profit before taxation 160,935 182,136 184,754 198,104 131,054 156,657 176,290 202,479 146,657 Taxation (46,828 ) (49,279 ) (55,629 ) (65,222 ) (28,498 ) (48,742 ) (53,128 ) (54,165 ) (49,441 ) Profit for the year 114,107 132,857 129,125 132,882 102,556 107,915 123,162 148,314 97,216 Profit attributable to: Owners of the parent 75,846 87,741 83,736 87,398 59,308 88,275 119,148 146,201 96,329 Non-controlling interest 38,261 45,116 45,389 45,484 43,248 19,640 4,014 2,113 887 114,107 132,857 129,125 132,882 102,556 107,915 123,162 148,314 97,216 (1) Included in the fourth quarter of the year ended February 28, 2022 is the write-off of capitalized commission assets, of ZAR 15.3 million (2021: Nil) through profit or loss.
Biggest changeThree Months Ended Quarterly Subscriber Data February 28, 2021 May 31, 2021 August 31, 2021 November 30, 2021 February 28, 2022 May 31, 2022 August 31, 2022 November 30, 2022 February 28, 2023 (subscribers and percentage growth) Subscribers (as of end of period) 1,306,000 1,366,470 1,408,609 1,470,385 1,525,972 1,542,762 1,600,013 1,678,606 1,717,077 Net subscriber growth for the three months 59,911 60,470 42,139 61,776 55,587 16,790 57,251 78,593 38,471 Growth against comparative prior year quarter 59 % 760 % 1 % (13 )% (7 )% 13 % 14 % 14 % 13 % 73 Three Months Ended Quarterly Financial Results Data February 28, 2021 May 31, 2021 August 31, 2021 November 30, 2021 February 28, 2022 (1) May 31, 2022 August 31, 2022 November 30, 2022 February 28, 2023 (in R thousands) Revenue 615,741 626,193 658,768 719,541 741,649 801,437 859,282 929,993 916,355 Subscription revenue 573,976 605,866 627,637 663,947 670,715 708,903 734,216 772,483 794,470 Hardware and installation revenue 37,274 14,770 19,241 11,506 13,239 12,875 16,710 30,893 (1,515 ) Other revenue 4,491 2,988 3,196 3,134 2,981 3,362 3,017 2,203 5,164 Carzuka - 2,569 8,694 23,884 32,163 50,005 65,406 71,700 63,734 Karooooo Logistics - - - 17,070 22,551 26,292 39,933 52,714 54,502 Cost of sales (206,276 ) (182,341 ) (207,044 ) (249,878 ) (283,298 ) (271,551 ) (290,069 ) (346,904 ) (326,149 ) Gross profit 409,465 443,852 451,724 469,663 458,351 529,886 569,213 583,089 590,206 Other income 810 785 500 532 24 737 3,420 3,852 1,819 Operating expenses (249,668 ) (276,513 ) (274,534 ) (265,485 ) (309,774 ) (313,133 ) (354,505 ) (377,810 ) (354,860 ) Sales and marketing (73,979 ) (88,693 ) (84,710 ) (79,888 ) (79,968 ) (95,959 ) (107,514 ) (118,514 ) (109,153 ) General and administration (105,183 ) (128,675 ) (131,857 ) (132,537 ) (162,258 ) (155,189 ) (178,551 ) (184,690 ) (186,173 ) Research and development (45,933 ) (32,741 ) (36,308 ) (37,277 ) (42,912 ) (41,541 ) (43,612 ) (46,577 ) (45,294 ) Expected credit losses on financial assets (24,593 ) (26,404 ) (21,659 ) (15,783 ) (24,636 ) (20,444 ) (24,828 ) (28,029 ) (14,240 ) Operating profit 160,587 168,124 177,690 204,710 148,601 217,490 218,128 209,131 237,165 IPO costs (25,570 ) (10,288 ) - - - - - - - Finance income 506 712 1,619 1,525 2,227 2,842 4,763 6,541 9,109 Finance costs (4,469 ) (1,891 ) (3,019 ) (3,756 ) (3,665 ) (3,619 ) (3,193 ) (488 ) (2,795 ) Fair value changes to derivative assets - - - - (506 ) - - - (971 ) Profit before taxation 131,054 156,657 176,290 202,479 146,657 216,713 219,698 215,184 242,508 Taxation (28,498 ) (48,742 ) (53,128 ) (54,165 ) (49,441 ) (60,374 ) (64,221 ) (68,096 ) (92,607 ) Profit for the year 102,556 107,915 123,162 148,314 97,216 156,339 155,477 147,088 149,901 Profit attributable to: Owners of the parent 59,308 88,275 119,148 146,201 96,329 153,533 152,544 145,553 145,522 Non-controlling interest 43,248 19,640 4,014 2,113 887 2,806 2,933 1,535 4,379 102,556 107,915 123,162 148,314 97,216 156,339 155,477 147,088 149,901 (1) Included in the fourth quarter of the year ended February 28, 2022 is the write-off of capitalized commission assets, of ZAR 15.3 million through profit or loss.
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.
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.
These translations should not be considered representations that any such amounts have been, could have been or could be converted at that or any other exchange rate. See “Exchange Rates” for further information about recent fluctuations in exchange rates.
These translations should not be considered representations that any such amounts have been, could have been or could be converted at that or any other exchange rate. See “Exchange Rates” for further information about recent fluctuations in exchange rates.
These translations should not be considered representations that any such amounts have been, could have been or could be converted at that or any other exchange rate. See “Exchange Rates” for further information about recent fluctuations in exchange rates.
These translations should not be considered representations that any such amounts have been, could have been or could be converted at that or any other exchange rate. See “Exchange Rates” for further information about recent fluctuations in exchange rates.
These translations should not be considered representations that any such amounts have been, could have been or could be converted at that or any other exchange rate. See “Exchange Rates” for further information about recent fluctuations in exchange rates.
These translations should not be considered representations that any such amounts have been, could have been or could be converted at that or any other exchange rate. See “Exchange Rates” for further information about recent fluctuations in exchange rates.
These translations should not be considered representations that any such amounts have been, could have been or could be converted at that or any other exchange rate. See “Exchange Rates” for further information about recent fluctuations in exchange rates.
These translations should not be considered representations that any such amounts have been, could have been or could be converted at that or any other exchange rate. See “Exchange Rates” for further information about recent fluctuations in exchange rates.
These translations should not be considered representations that any such amounts have been, could have been or could be converted at that or any other exchange rate. See “Exchange Rates” for further information about recent fluctuations in exchange rates.
These translations should not be considered representations that any such amounts have been, could have been or could be converted at that or any other exchange rate. See “Exchange Rates” for further information about recent fluctuations in exchange rates.
These translations should not be considered representations that any such amounts have been, could have been or could be converted at that or any other exchange rate. See “Exchange Rates” for further information about recent fluctuations in exchange rates.
These translations should not be considered representations that any such amounts have been, could have been or could be converted at that or any other exchange rate. See “Exchange Rates” for further information about recent fluctuations in exchange rates.
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 would cease to be an emerging growth company upon (A) the last day of the fiscal year in which we had more than $1.07 billion in annual revenue, (B) the date on which we are deemed to be a “large accelerated filer” under the rules of the SEC, which means the market value of our ordinary shares held by non-affiliates exceeds $700.0 million as of the prior June 30 th , or (C) the date on which we have issued more than $1.0 billion of non-convertible debt over a three-year period.
We would cease to be an emerging growth company upon (A) the last day of the fiscal year in which we had more than US$1.07 billion in annual revenue, (B) the date on which we are deemed to be a “large accelerated filer” under the rules of the SEC, which means the market value of our ordinary shares held by non-affiliates exceeds US$700.0 million as of the prior June 30 th , or (C) the date on which we have issued more than US$1.0 billion of non-convertible debt over a three-year period.
However, with the new business setup and new business acquired in the financial year ended February 28, 2022, for management purposes, the Group organized its business units based on its products and services into the following reportable segments: ● Cartrack is a provider of an on-the-ground operational Internet of Things (“IoT”) Software-as-a-service (“SaaS”) cloud that maximizes the value of transportation, operations and workflow data by providing insightful real-time data analytics to connected vehicles and equipment. ● Carzuka is a physical and e-commerce vehicle buying and selling marketplace which allows customers to source, buy and sell vehicles efficiently and cost effectively. ● Karooooo Logistics provides a software application enabling the management of last mile delivery and general operati onal logistics.
However, with the new business setup and new business acquired in the financial year ended February 28, 2022, for management purposes, the group organized its business units based on its products and services into the following reportable segments: ● Cartrack is a provider of an on-the-ground operational Internet of Things (“IoT”) Software-as-a-service (“SaaS”) cloud that maximizes the value of transportation, operations and workflow data by providing insightful real-time data analytics to connected vehicles and equipment. ● Carzuka is a physical and e-commerce vehicle buying and selling marketplace which allows customers to source, buy and sell vehicles efficiently and cost effectively. ● Karooooo Logistics provides a software application enabling the management of last mile delivery and general operational logistics.
We define Adjusted EBITDA, a non-IFRS measure, as profit less finance income plus finance costs, fair value changes to derivative assets, taxation, depreciation and amortization, plus once-off IPO costs, plus a write-off of capitalized commission assets of ZAR 15.3 million through profit and loss in 2022.
We define Adjusted EBITDA, a non-IFRS measure, as profit less finance income plus finance costs, fair value changes to derivative assets, taxation, depreciation and amortization, plus once-off IPO costs in 2022 and 2021, plus a write-off of capitalized commission assets of ZAR 15.3 million through profit and loss in 2022.
We believe that free cash flow and free cash flow margin are useful indicators of liquidity and the ability of the Company 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 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.
Our discreet, sophisticated smart devices stream data to the platform, facilitating informed decisions about optimal asset efficiency and productivity, including live tracking and location of assets. Customers utilize the platform through an easily accessible web-based portal or mobile application, which is designed to be easy to deploy across customers’ entire mobile asset fleets.
Our discrete, sophisticated smart devices stream data to the platform, facilitating informed decisions about optimal asset efficiency and productivity, including live tracking and location of assets. Customers utilize the platform through an easily accessible web-based portal or mobile application, which is designed to be easy to deploy across customers’ entire mobile asset fleets.
(2) During the financial year ended February 28, 2022, the Group uncovered collusion between a few insurance brokers and certain staff members. This resulted in a write-off of capitalized commission assets, of ZAR 15.3 million (2021: Nil) through profit or loss. The write-off was recognized in general and administration operating expenses for the year ended February 28, 2022.
(2) During the financial year ended February 28, 2022, the Group uncovered collusion between a few insurance brokers and certain staff members. This resulted in a write-off of capitalized commission assets, of ZAR 15.3 million through profit or loss. The write-off was recognized in general and administration operating expenses for the year ended February 28, 2022.
On the basis of such information, there has been no change to the estimated average useful life of 60 months of a subscriber contract for the year ended February 28, 2022. Contracts which terminate prior to 60 months result in accelerated depreciation of the underlying capitalized telematics devices and capitalized commission assets being recognized immediately.
On the basis of such information, there has been no change to the estimated average useful life of 60 months of a subscriber contract for the year ended February 28, 2023. Contracts which terminate prior to 60 months result in accelerated depreciation of the underlying capitalized telematics devices and capitalized commission assets being recognized immediately.
Average Revenue Per Subscriber (“ARPU”) ARPU measures the monetization of Karooooo’s platform and is an indicator of pricing efficiency, competitiveness and market positioning. On an annual basis, ARPU is calculated as the average of the four quarterly ARPUs in that year. The Group’s ARPU has been fairly consistent since inception more than 15 years ago.
Average Revenue Per Subscriber (“ARPU”) ARPU measures the monetization of Karooooo’s platform and is an indicator of pricing efficiency, competitiveness and market positioning. On an annual basis, ARPU is calculated as the average of the four quarterly ARPUs in that year. Cartrack’s ARPU has been fairly consistent since inception more than 15 years ago.
Cartrack Proprietary Limited has signed a limited suretyship of ZAR 60 million for the mortgage bond. Interest levied by First Rand Bank Limited is at a rate of prime less 1.15% and repayable in equal monthly installments over a period of 46 months. Last The final repayment date is December 2025.
Cartrack Proprietary Limited has signed a limited suretyship of ZAR 60 million for the mortgage bond. Interest levied by First Rand Bank Limited is at a rate of prime less 1.15% and repayable in equal monthly installments over a period of 60 months. The final repayment date is December 2025.
See “Exchange Rates” for further information about recent fluctuations in exchange rates. 56 Adjusted Earnings Before Interest Depreciation Taxation and Amortization (“Adjusted EBITDA”) (a non-IFRS measure) In addition to our results determined in accordance with IFRS, we believe Adjusted EBITDA, a non-IFRS measure, is useful in evaluating our operating performance.
See “Exchange Rates” for further information about recent fluctuations in exchange rates. 57 Adjusted Earnings Before Interest Depreciation Taxation and Amortization (“Adjusted EBITDA”) (a non-IFRS measure) In addition to our results determined in accordance with IFRS, we believe Adjusted EBITDA, a non-IFRS measure, is useful in evaluating our operating performance.
Contractual Obligations The following table summarizes our contractual obligations as of February 28, 2022. The table below analyses the group’s financial liabilities into relevant maturity groupings based on the remaining period at the statement of financial position to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows and include contractual interest payments.
Contractual Obligations The following table summarizes our contractual obligations as of February 28, 2023. The table below analyses the group’s financial liabilities into relevant maturity groupings based on the remaining period at the statement of financial position to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows and include contractual interest payments.
Quarterly Financial Information and Other Information The following table sets forth our unaudited quarterly operational and financial information for each of the nine most recent quarters for the period ended February 28, 2022.We have prepared the unaudited quarterly operational and financial information on a consistent basis with the consolidated financial statements included elsewhere in this annual report.
Quarterly Financial Information and Other Information The following table sets forth our unaudited quarterly operational and financial information for each of the nine most recent quarters for the period ended February 28, 2023.We have prepared the unaudited quarterly operational and financial information on a consistent basis with the consolidated financial statements included elsewhere in this annual report.
The Revolving Credit Facility consists of a ZAR 925.0 million revolving credit funding facility, which includes an uncommitted term facility of ZAR 850.0 million and a committed term facility of ZAR 75.0 million. Each facility matures in a period of three years from the utilization date. At February 28, 2022, ZAR 20.0 million (2021: Nil) was utilized.
The Revolving Credit Facility consists of a ZAR 925.0 million revolving credit funding facility, which includes an uncommitted term facility of ZAR 850.0 million and a committed term facility of ZAR 75.0 million. Each facility matures in a period of three years from the utilization date. At February 28, 2023, nil (2022: ZAR 20.0 million) was utilized.
As the leases on the properties have been cancelled in preparation of the demolition and redevelopment of the properties, the DSC covenant will be assessed based on the financials of Cartrack Proprietary Limited as surety for the income stream in the absence of a lease. 79 Off-Balance Sheet Arrangements We do not engage in any off-balance sheet activities or have any arrangements or relationships with unconsolidated entities, such as variable interest, special purpose, and structured finance entities.
As the leases on the properties had been cancelled in preparation of the demolition and redevelopment of the properties, the DSC covenant will be assessed based on the financials of Cartrack Proprietary Limited as surety for the income stream in the absence of a lease. 72 Off-Balance Sheet Arrangements We do not engage in any off-balance sheet activities or have any arrangements or relationships with unconsolidated entities, such as variable interest, special purpose, and structured finance entities.
Mortgage bond A mortgage bond of ZAR 59 million is registered in favor of First Rand Bank Limited over the Remaining extent of Erf 160, Rosebank and Portion 6 of Erf 161, Rosebank, registered in the name of Purple Rain Properties No 444 Proprietary Limited (“Purple Rain”).
Mortgage bond A mortgage bond of ZAR 54 million is registered in favor of First Rand Bank Limited over the Remaining extent of Erf 160, Rosebank and Portion 6 of Erf 161, Rosebank, registered in the name of Purple Rain Properties No 444 Proprietary Limited (“Purple Rain”).
Number of Subscribers 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 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.
(Refer to Note 14 to the Consolidated Annual Financial Statements, “Other financial asset” on Page F-38 and Note 28 on “Acquisition of subsidiary” on Page F-47) On December 29, 2020, prior to Karooooo’s corporate action during the year ended February 28, 2022, the Group received US$58.5 million (ZAR 882.4 million) from a related party (Orient Victoria Pte Ltd) for the sole purpose of facilitating the guarantee required for Karooooo to implement the corporate action in connection with its IPO in the United States.
(Refer to Note 14 to the Consolidated Annual Financial Statements, “Other financial asset” on Page F-37 and Note 28 on “Acquisition of subsidiary” on Page F-46) On December 29, 2020, prior to Karooooo’s corporate action during the year ended February 28, 2022, the group received US$58.5 million (ZAR 882.4 million) from a related party (Orient Victoria Pte Ltd) for the sole purpose of facilitating the guarantee required for Karooooo to implement the corporate action in connection with its IPO in the United States.
Security and Guarantees Cartrack Proprietary Limited borrowings under the Revolving Credit Facility are guaranteed by Cartrack and Cartrack Manufacturing Proprietary Limited. Security has been provided in the form of a pledge and cession by the borrower and the guarantors of certain rights in favor of the lender.
Security and Guarantees Cartrack Proprietary Limited’s borrowings under the Revolving Credit Facility are guaranteed by Cartrack Holdings Proprietary Limited and Cartrack Manufacturing Proprietary Limited. Security has been provided in the form of a pledge and cession by the borrower and the guarantors of certain rights in favor of the lender.
Please refer to Note 2.1 to the accompanying consolidated financial statements included elsewhere in this annual report for information about the critical accounting policies, as well as Note 2.2 for a description of our other significant accounting policies. 82
Please refer to Note 2.1 to the accompanying consolidated financial statements included elsewhere in this annual report for information about the critical accounting policies, as well as Note 2.2 for a description of our other significant accounting policies. 75
Covenants are reviewed annually unless loan instalments are not met timeously. The next review date is October 31, 2022. From the inception date to the date of this report, Purple Rain has not breached the LTV covenant of 77%.
Covenants are reviewed annually unless loan instalments are not met timeously. The next review date is October 31, 2023. From the inception date to the date of this report, Purple Rain has not breached the LTV covenant of 77%.
The write-off was recognized in general and administration operating expenses for the year ended February 28, 2022. The error was corrected prospectively as the impact to prior periods is not material. 81 E.
The write-off was recognized in general and administration operating expenses for the year ended February 28, 2022. The error was corrected prospectively as the impact to prior periods is not material. 74 E.
(4) Net cash utilized from investing for the year ended February 28, 2021 includes the reclassification of ZAR 220.9 million in inventory movement to the purchase of property, plant and equipment.
(2) Net cash utilized from investing for the year ended February 28, 2021 includes the reclassification of ZAR 220.9 million in inventory movement to the purchase of property, plant and equipment.
This amount has been classified as other financial assets and is excluded from cash and cash equivalents in the statement of cash flows. (Refer to Note 14 to the Consolidated Annual Financial Statements, “Other financial assets” on Page F-38). This loan and all interest due has been repaid in full terminating this related party transaction.
This amount has been classified as other financial assets and is excluded from cash and cash equivalents in the statement of cash flows. (Refer to Note 14 to the Consolidated Annual Financial Statements, “Other financial assets” on Page F-37). This loan and all interest due had been repaid in full, terminating this related party transaction.
Useful Life of Capitalized Telematics Devices, Capitalized Commission Assets and Revenue Recognition from Deferred Revenue We complete a detailed assessment annually on the expected life cycle of subscriber contracts across the Company.
Useful Life of Capitalized Telematics Devices, Capitalized Commission Assets and Revenue Recognition from Deferred Revenue We complete a detailed assessment annually on the expected life cycle of subscriber contracts across the group.
However, with the new business setup and new business acquired in financial year February 28, 2022, for management purposes, the Group organized its business units based on its products and services into the following reportable segments: ● Cartrack is a provider of an on-the-ground operational Internet of Things (“IoT”) Software-as-a-service (“SaaS”) cloud that maximizes the value of transportation, operations and workflow data by providing insightful real-time data analytics to connected vehicles and equipment. ● Carzuka is a physical and e-commerce vehicle buying and selling marketplace which allows customers to source, buy and sell vehicles efficiently and cost effectively. ● Karooooo Logistics (Picup, recently re-branded as Karooooo Logistics given the unification of platforms) provides a software application enabling the management of last mile delivery and general operational logistics.
However, with the new business setup and new business acquired in financial year February 28, 2022, for management purposes, the group organized its business units based on its products and services into the following reportable segments: ● Cartrack is a provider of an on-the-ground operational Internet of Things (“IoT”) Software-as-a-service (“SaaS”) cloud that maximizes the value of transportation, operations and workflow data by providing insightful real-time data analytics to connected vehicles and equipment. ● Carzuka is a physical and e-commerce vehicle buying and selling marketplace which allows customers to source, buy and sell vehicles efficiently and cost effectively. ● Karooooo Logistics provides a software application enabling the management of last mile delivery and general operational logistics.
Recent Accounting Pronouncements A discussion of new accounting guidance that we have recently adopted, as well as accounting guidance that has been recently issued but not yet adopted by us, is included below and in Note 3 — New standards and interpretations of our consolidated financial statements included elsewhere in this annual report. 75 The new and amended standards and interpretations that are issued, but not yet effective, up to the date of issuance of the Group’s financial statements which could be relevant to the Group are disclosed below.
Operating and Financial Review and Prospects.” Recent Accounting Pronouncements A discussion of new accounting guidance that we have recently adopted, as well as accounting guidance that has been recently issued but not yet adopted by us, is included below and in Note 3 — New standards and interpretations of our consolidated financial statements included elsewhere in this annual report. 68 The new and amended standards and interpretations that are issued, but not yet effective, up to the date of issuance of the Group’s financial statements which could be relevant to the Group are disclosed below.
The call option is an agreement with the non-controlling shareholders of Picup to acquire an additional 13% interest and is exercisable from September 1, 2024 and expires on February 29, 2028. The put option is an agreement entered with the ultimate controlling shareholders to grant the Group the right to sell its interest in Picup.
The call option is an agreement with the non-controlling shareholders of Karooooo Logistics to acquire an additional 13% interest, is exercisable from September 1, 2024 and expires on February 29, 2028. The put option is an agreement entered into with the ultimate controlling shareholders to grant the group the right to sell its interest in Karooooo Logistics.
As of February 28, 2022 and February 28, 2021, we had 1,525,972 and 1,306,000 subscribers, respectively, which represents net subscriber growth of 219,972 or a 23% increase from period to period as a result of gross subscriber sales of 448,160 and gross subscriber churn of 228,188.
As of February 28, 2022, and February 28, 2021, Karooooo had 1,525,972 and 1,306,000 subscribers, respectively, which represents net subscriber growth of 219,972 or a 17% increase from period to period as a result of gross subscriber sales of 448,160 and gross subscriber churn of 228,188.
We may take advantage of these provisions for up to five years or such earlier time that we are no longer an emerging growth company.
We may take advantage of these provisions for up to five years from our IPO or such earlier time that we are no longer an emerging growth company.
Operating Activities Strong net cash generated from operating activities is an important factor in supporting our robust business model, and is an indication of our ability to provide the capital necessary to invest in subscriber growth and territorial expansion.
Operating and Financial Review and Prospects.” Operating Activities Strong net cash generated from operating activities is an important factor in supporting our robust business model, and is an indication of our ability to provide the capital necessary to invest in subscriber growth and territorial expansion.
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. 51 Karooooo Limited (“Karooooo”), owns 100% of Cartrack, 100% of Carzuka and 70.1% of Picup (recently re-branded as Karooooo Logistics given the unification of platforms).
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.
(2) Excluding the impact of the write-off of capitalized commission assets of ZAR 15.3 million incurred in the fourth quarter of the year ended February 28, 2022, compared to nil in the year ended February 28, 2021, Karooooo’s general and administration as a percentage of subscription is 21%.
(2) Excluding the impact of the write-off of capitalized commission assets of ZAR 15.3 million incurred in the fourth quarter of the year ended February 28, 2022, Karooooo’s general and administration operating expenses as a percentage of subscription is 21%.
For the years ended February 28, 2022, February 28, 2021 and February 29, 2020, Karooooo’s subscription revenue was ZAR 2,568.2 million, ZAR 2,209.0 million and ZAR 1,887.7 million, respectively, which represents a 16% and 17% increase respectively compared to the prior period, as a result of resilient subscriber growth.
For the years ended February 28, 2023, February 28, 2022 and February 28, 2021, Karooooo’s subscription revenue was ZAR 3,010.1 million, ZAR 2,568.2 million and ZAR 2,209.0 million, respectively, which represents a 17% and 16% increase respectively compared to the prior period, as a result of resilient subscriber growth.
For the years ended February 28, 2022 and February 28, 2021, free cash flow was ZAR 379.1 million and ZAR 459.8 million, respectively, which represents a 18% decrease period over period primarily due to a 1% decrease in net cash generated from operating activities at ZAR 931.7 million (2021: ZAR 937.9 million) given Karooooo’s continued and strategic investment into customer acquisition and long-term growth and Karooooo’s strategic decisions to increase its investment into property, plant and equipment and infrastructure (predominantly being telematics devices and components) with ZAR 552.6 million invested during 2022, 16% more than the ZAR 478.0 million invested in 2021.
For the years ended February 28, 2023 and February 28, 2022, free cash flow was ZAR 547.0 million and ZAR 379.1 million, respectively, which represents a 44% increase period over period and an increase in net cash generated from operating activities at ZAR 1,126.7 million (2022: ZAR 931.7 million) This result was achieved notwithstanding the group’s strategic investment in expansion, brand building and customer acquisition for long-term, sustainable growth. 59 For the years ended February 28, 2022 and February 28, 2021, free cash flow was ZAR 379.1 million and ZAR 459.8 million, respectively, which represents a 18% decrease period over period primarily due to a 1% decrease in net cash generated from operating activities at ZAR 931.7 million (2021: ZAR 937.9 million) given Karooooo’s continued and strategic investment into customer acquisition and long-term growth and strategic decisions to increase its investment into property, plant and equipment and infrastructure (predominantly being telematics devices and components) with ZAR 552.6 million invested during 2022, 16% more than the ZAR 478.0 million invested in 2021.
There is no dividends tax in Singapore. See Note 24 to the accompanying consolidated financial statements included elsewhere in this annual report for a detailed reconciliation of the tax expense.
See Note 24 to the accompanying consolidated financial statements included elsewhere in this annual report for a detailed reconciliation of the tax expense.
The following table shows our SaaS ARR for each of the periods presented calculated using subscription revenue for the last month in each period: As of February 28/29 % Change 2022 2022 2021 2020 2022 2021 (U.S.$ thousands (1) ) (in R thousands) SaaS Annualized Recurring Revenue (a non-IFRS measure) 177,145 2,727,588 2,377,108 2,021,880 15 % 18 % (1) For convenience purposes only, amounts in South African rand as at February 28, 2022 have been translated to U.S. dollars using an exchange rate of ZAR 15.3975 to U.S.$1.00, the exchange rate for U.S. dollars at February 28, 2022 as set forth in the H.10 statistical release of the Board of Governors of the Federal Reserve System.
The following table shows our SaaS ARR for each of the periods presented calculated using subscription revenue for the last month in each period: As of February 28 Y-o-Y % 2023 2023 2022 2021 2023 2022 (U.S.$ thousands (1) ) (in R thousands) SaaS Annualized Recurring Revenue (a non-IFRS measure) 176,377 3,235,202 2,727,588 2,377,108 19 % 15 % (1) For convenience purposes only, amounts in South African rand as at February 28, 2023 have been translated to U.S. dollars using an exchange rate of ZAR 18.3425 to U.S.$1.00, the exchange rate for U.S. dollars at February 28, 2023 as set forth in the H.10 statistical release of the Board of Governors of the Federal Reserve System.
The increase of ZAR 78.8 million includes Karooooo Logistics’ and Carzuka’s general and administration operating expenses of ZAR 10.4 million and ZAR 5.3 million respectively incurred in the year ended February 28, 2022, compared to nil in the year ended February 28, 2021.
The increase of ZAR 149.3 million includes Karooooo Logistics’ and Carzuka’s general and administration operating expenses of ZAR 35.8 million and ZAR 22.5 million, respectively, incurred in the year ended February 28, 2023, compared to ZAR 10.4 million and ZAR 5.3 million, respectively, incurred in the year ended February 28, 2022.
As of February 28, 2022, ZAR 10.3 million remained outstanding under the loan. 78 Revolving Credit Facility General In February 2021, Cartrack Proprietary Limited entered into a revolving credit facility agreement (the “Revolving Credit Facility”) with The Standard Bank of South Africa Limited (“Standard Bank”).
As of February 28, 2023, ZAR 5.7 million remained outstanding under the loan. 71 Revolving Credit Facility General In February 2021, Cartrack Proprietary Limited entered into a revolving credit facility agreement (the “Revolving Credit Facility”) with The Standard Bank of South Africa Limited (“Standard Bank”).
We serve customers in 23 countries across five continents, supporting more than 1.5 million subscribers as of February 28, 2022 and our highly scalable platform serves large multinational enterprises and individual consumers alike, enabling us to address a large, growing and underpenetrated global market. At the end of 2022, we had more than 88,000 commercial customers (Fiscal 2021: 75,000+).
We serve customers in 25 countries across five continents, supporting more than 1.7 million subscribers as of February 28, 2023 and our highly scalable platform serves large multinational enterprises and individual consumers alike, enabling us to address a large, growing and underpenetrated global market. As of February 28, 2023, we had more than 105,000 commercial customers (Fiscal 2022: 88,000+).
Cartrack’s sales and marketing operating expenses increased ZAR 83.6 million, or 35%, for the year ended February 28, 2022 compared to the year ended February 28, 2021 with a significant recruitment drive focused mainly on sales and customer experience.
Cartrack’s sales and marketing operating expenses increased ZAR 73.8 million, or 23%, for the year ended February 28, 2023 compared to the year ended February 28, 2022 with a significant recruitment drive focused mainly on sales and customer experience.
Non-Controlling Interest Profit attributable to non-controlling interest, relates to a portion of Karooooo’s subsidiaries not owned by the parent and decreased by ZAR 152.6 million or 85%, for the year ended February 28, 2022 compared to the year ended February 28, 2021.
Non-Controlling Interest Profit attributable to non-controlling interest, relates to a portion of Karooooo’s subsidiaries not owned by the parent and decreased by ZAR 15.0 million, or 56%, for the year ended February 28, 2023 compared to the year ended February 28, 2022.
The put option expires on August 31, 2022.
The put option expired on August 31, 2022.
Amounts due under the Overdraft Facility bear interest at Mercantile Bank’s prime lending rate, which as of the date of this annual report was 7%, and the overdraft facility expires on January 31, 2022. As of February 28, 2022, ZAR 13.7 million (2021: ZAR 28.8 million) of the facility had been utilized.
Amounts due under the Overdraft Facility bear interest at Mercantile Bank’s prime lending rate, which as of the date of this annual report was 11.75%, and the overdraft facility expires on June 30, 2023. As of February 28, 2023, nil (2022: ZAR 13.7 million) of the facility had been utilized.
Our investment in the United States is strategic in nature, as it continues to yield key insights that have positively contributed to the Company, despite its relative size.
Our investment in the United States is strategic in nature, as it continues to yield key insights that have positively contributed to the group.
Since our founding, Cartrack has 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; ● Assisting diverse enterprise customers in digitally transforming their on-the-ground operations, including systems integrations, fleet administration, field worker management, video-based safety, risk mitigation, delivery management and ESG compliance and reporting. ● 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.
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. 52 Since our founding, Cartrack has 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; ● Assisting diverse enterprise customers in digitally transforming their on-the-ground operations, including systems integrations, fleet administration, field worker management, video-based safety, risk mitigation, delivery management and ESG compliance and reporting. ● 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.
This result includes Carzuka’s and Karooooo Logistics’s losses incurred in the period (2021: Nil). Karooooo is investing for the future in building Carzuka and Karooooo Logistics for scale, supported by the group’s strong cash flow generative business model and the ability to leverage the untapped network effects of the Cartrack platform.
This result includes Carzuka’s losses of ZAR 43.8 million (FY 2022: ZAR 12.4 million loss) incurred in the period. Karooooo is investing for the future in building Carzuka and Karooooo Logistics for scale, supported by the group’s strong cash flow generative business model and the ability to leverage the untapped network effects of the Cartrack platform.
Cash and cash equivalents totaled ZAR 731.7 million and other financial assets totaled ZAR 15.3 million as of February 28, 2022. 76 We believe that our cash generated from operations, cash and cash equivalents on hand and availability under our revolving credit facility will be sufficient to fund our working capital and capital expenditure requirements for at least the next twelve months.
Cash and cash equivalents totaled ZAR 965.8 million as of February 28, 2023. 69 We believe that our cash generated from operations, cash and cash equivalents on hand and availability under our revolving credit facility will be sufficient to fund our working capital and capital expenditure requirements for at least the next twelve months.
The increase in operating expenses is set forth in more detail below: Sales and Marketing Year ended February 28 % 2022 2022 2021 Change (U.S.$ thousands (1) ) (in R thousands) Sales and marketing (21,644 ) (333,259 ) (238,110 ) 40 % (1) For convenience purposes only, amounts in South African rand as at February 28, 2022 have been translated to U.S. dollars using an exchange rate of ZAR 15.3975 to U.S.$1.00, the exchange rate for U.S. dollars at February 28, 2022 as set forth in the H.10 statistical release of the Board of Governors of the Federal Reserve System.
The increase in operating expenses is set forth in more detail below: Sales and Marketing Year ended February 28 2023 2023 2022 Y-o-Y % (U.S.$ thousands (1) ) (in R thousands) Sales and marketing (23,505 ) (431,140 ) (333,259 ) 29 % (1) For convenience purposes only, amounts in South African rand as at February 28, 2023 have been translated to U.S. dollars using an exchange rate of ZAR 18.3425 to U.S.$1.00, the exchange rate for U.S. dollars at February 28, 2023 as set forth in the H.10 statistical release of the Board of Governors of the Federal Reserve System.
Year ended February 28/29 % Change 2022 2022 2021 2020 2022 2021 (U.S.$ thousands (1) ) (in R thousands) Subscription Revenue 166,791 2,568,165 2,209,017 1,887,717 16 % 17 % (1) For convenience purposes only, amounts in South African rand as at February 28, 2022 have been translated to U.S. dollars using an exchange rate of ZAR 15.3975 to U.S.$1.00, the exchange rate for U.S. dollars at February 28, 2022 as set forth in the H.10 statistical release of the Board of Governors of the Federal Reserve System.
Year ended February 28 Y-o-Y % 2023 2023 2022 2021 2023 2022 (U.S.$ thousands (1) ) (in R thousands) Subscription Revenue 164,104 3,010,072 2,568,165 2,209,017 17 % 16 % (1) For convenience purposes only, amounts in South African rand as at February 28, 2023 have been translated to U.S. dollars using an exchange rate of ZAR 18.3425 to U.S.$1.00, the exchange rate for U.S. dollars at February 28, 2023 as set forth in the H.10 statistical release of the Board of Governors of the Federal Reserve System.
Karooooo’s general and administration operating expenses increased by 17% to ZAR 555.3 million for the year ended February 28, 2022 from ZAR 476.5 million for the year ended February 28, 2021.
Karooooo’s general and administration operating expenses increased by 27% to ZAR 704.6 million for the year ended February 28, 2023 from ZAR 555.3 million for the year ended February 28, 2022.
Karooooo’s sales and marketing operating expenses increased by ZAR 95.1 million or 40% for the year ended February 28, 2022 compared to the year ended February 28, 2021, impacted by Karooooo Logistics and Carzuka, sales and marketing operating expenses of R0.4 million and ZAR 11.1 million respectively incurred in the year ended February 28, 2022, compared to nil in the year ended February 28, 2021.
Karooooo’s sales and marketing operating expenses increased by ZAR 97.9 million or 29% for the year ended February 28, 2023 compared to the year ended February 28, 2022, impacted by Karooooo Logistics and Carzuka, sales and marketing operating expenses of ZAR 0.7 million and ZAR 35.0 million, respectively, incurred in the year ended February 28, 2023, compared to ZAR 0.4 million and ZAR 11.1 million, respectively, in the year ended February 28, 2022.
Operating Expenses Operating expenses increased ZAR 230.7 million, or 26%, for the year ended February 28, 2022 compared to the year ended February 28, 2021, impacted by Karooooo Logistics and Carzuka operating expenses of ZAR 13.8 million and ZAR 21.4 million respectively incurred in the year ended February 28, 2022, compared to nil in the year ended February 28, 2021.
Operating Expenses Operating expenses increased ZAR 274.0 million, or 24%, for the year ended February 28, 2023 compared to the year ended February 28, 2022, impacted by Karooooo Logistics and Carzuka operating expenses of ZAR 42.2 million and ZAR 62.0 million respectively incurred in the year ended February 28, 2023, compared to ZAR 13.8 million and ZAR 21.4 million respectively in the year ended February 28, 2022.
Other Financial Assets As at February 28, 2022, the Group has recognized derivative – call option of ZAR 1.4 million and derivative – put option of ZAR 15.3 million relating to its acquisition of Picup.
Other Financial Assets As at February 28, 2023, the group recognized a derivative – call option of ZAR 0.4 million (FY2022: ZAR 1.4 million) and nil (FY2022: ZAR 15.3 million) for a derivative – put option relating to its acquisition of Karooooo Logistics.
Segment performance is evaluated based on subscription revenue, total revenue and operating profit or loss.
Segment performance is evaluated based on subscription revenue, total revenue and operating profit or loss. The segment information was provided to the CEO.
Non-Controlling Interest The non-controlling interest principally relates to a portion of Karooooo’s subsidiaries not owned by the parent, Karooooo. Subsequent to the acquisition of the remaining 31.9% stake in Cartrack Holdings Proprietary Limited, there is no material non-controlling interest as at February 28, 2022. Results of Operations The following table sets forth our results of operations for the periods presented.
Non-Controlling Interest The non-controlling interest principally relates to a portion of Karooooo’s subsidiaries not owned by the parent, Karooooo. Subsequent to the acquisition of the remaining 31.9% stake in Cartrack Holdings Proprietary Limited on April 21, 2021, there is no material non-controlling interest as at February 28, 2023 and February 28, 2022.
The following table shows our historical ARPU for each of the periods presented: Year ended February 28/29 % Change 2022 2022 2021 2020 2022 2021 (U.S.$ (1) ) (in R’s) ARPU for the fiscal year 10 151 154 151 (2 )% 2 % (1) For convenience purposes only, amounts in South African rand as at February 28, 2022 have been translated to U.S. dollars using an exchange rate of ZAR 15.3975 to U.S.$1.00, the exchange rate for U.S. dollars at February 28, 2022 as set forth in the H.10 statistical release of the Board of Governors of the Federal Reserve System.
The following table shows our historical ARPU for each of the periods presented: As of February 28 Y-o-Y % 2023 2023 2022 2021 2023 2022 (U.S.$ (1) ) (in R’s) Average Revenue Per Subscribers (a non-IFRS measure) 8 155 151 154 3 % (2 )% (1) For convenience purposes only, amounts in South African rand as at February 28, 2023 have been translated to U.S. dollars using an exchange rate of ZAR 18.3425 to U.S.$1.00, the exchange rate for U.S. dollars at February 28, 2023 as set forth in the H.10 statistical release of the Board of Governors of the Federal Reserve System.
Net cash generated from operating activities increased ZAR 36.6 million, or 4%, for the year ended February 28, 2021 compared to the year ended February 29, 2020, primarily due to an increase in cash generated from operations before working capital changes of ZAR 188.5 million and a net decrease in working capital of ZAR 82.9 million due to an increase in trade receivables, increase in trade payables, and an increase in deferred revenue.
Net cash generated from operating activities increased ZAR 195.0 million, or 21%, for the year ended February 28, 2023 compared to the year ended February 28, 2022, primarily due to an increase in cash generated from operations before working capital changes of ZAR 219.5 million and a net increase in working capital of ZAR 8.4 million due to an increase in trade receivables, increase in inventories, and a decrease in deferred revenue.
Year ended February 28/29 % Change 2022 2022 2021 2020 2022 2021 (U.S.$ thousands (1) ) (in R thousands) Net cash generated from operating activities 60,510 931,706 937,851 901,224 (1 )% 4 % Less: purchase of property, plant and equipment (35,891 ) (552,634 ) (478,036 ) (388,723 ) 16 % 23 % Free cash flow (a non-IFRS measure) 24,619 379,072 459,815 512,501 (18 )% (10 )% Net cash generated from operating activities as a percentage of revenue 34 % 34 % 41 % 46 % Less: purchase of property, plant and equipment as a percentage of revenue (20 )% (20 )% (21 )% (20 )% Free cash flow margin (a non-IFRS measure) 14 % 14 % 20 % 26 % (1) For convenience purposes only, amounts in South African rand as at February 28, 2022 have been translated to U.S. dollars using an exchange rate of ZAR 15.3975 to U.S.$1.00, the exchange rate for U.S. dollars at February 28, 2022 as set forth in the H.10 statistical release of the Board of Governors of the Federal Reserve System.
Year ended February 28 Y-o-Y % 2023 2023 2022 2021 2023 2022 (U.S.$ thousands (1) ) (in R thousands) Net cash generated from operating activities 61,424 1,126,663 931,706 937,851 21 % (1 )% Less: purchase of property, plant and equipment (31,602 ) (579,656 ) (552,634 ) (478,036 ) 5 % 16 % Free cash flow (a non-IFRS measure) 29,822 547,007 379,072 459,815 44 % (18 )% Net cash generated from operating activities as a percentage of revenue 32 % 32 % 34 % 41 % Less: purchase of property, plant and equipment as a percentage of revenue (17 )% (17 )% (20 )% (21 )% Free cash flow margin (a non-IFRS measure) 16 % 16 % 14 % 20 % (1) For convenience purposes only, amounts in South African rand as at February 28, 2023 have been translated to U.S. dollars using an exchange rate of ZAR 18.3425 to U.S.$1.00, the exchange rate for U.S. dollars at February 28, 2023 as set forth in the H.10 statistical release of the Board of Governors of the Federal Reserve System.
Revenue for South Africa increased ZAR 331.9 million, or 20%, for the year ended February 28, 2022 driven by and a 21% increase in subscription revenue of ZAR 344.0 million as a result of net subscriber growth of 171,777 subscribers. Africa-Other This region remains a positive cash generator and is strategic to Karooooo’s operations in Eastern and Southern Africa.
Revenue for South Africa increased ZAR 286.2 million, or 14%, for the year ended February 28, 2023 driven by a 15% increase in subscription revenue of ZAR 291.0 million as a result of net subscriber growth of 129,374 subscribers. Africa-Other This region remains a positive cash generator and is strategic to Karooooo’s South Africa operations.
We seek to capitalize on the growth opportunities in our other regional markets, with subscribers currently located in 23 countries worldwide. In addition to driving subscription revenue growth, we believe that our presence across multiple geographic markets and our exposure to multiple industry sectors can mitigate the risk of changing economic conditions.
In addition to driving subscription revenue growth, we believe that our presence across multiple geographic markets and our exposure to multiple industry sectors can mitigate the risk of changing economic conditions.
Net cash generated from financing activities was also impacted by an increase in cash outflow of ZAR 55.3 million for the year ended February 28, 2022 relating to the acquisition of interests in subsidiaries (without change in control) and lease liabilities repayment.
Net cash generated from financing activities was also impacted by an increase in cash outflow of ZAR 9.4 million for the year ended February 28, 2023 relating to lease liabilities repayment.
Year ended February 28/29 % Change 2022 2022 2021 2020 2022 2021 (U.S.$ thousands (1) ) (in R thousands) Profit for the year 30,953 476,607 497,420 443,526 (4 )% 12 % Less: Finance income (395 ) (6,083 ) (4,358 ) (2,592 ) 40 % 68 % Add: Finance costs 801 12,331 9,302 16,831 33 % (45 )% Add: Fair value changes to derivate assets 33 506 - - 100 % - Add: Taxation 13,345 205,476 198,628 173,157 3 % 15 % Add: Depreciation of property, plant and equipment and amortization of intangible assets 32,301 497,359 398,792 295,762 25 % 35 % Add: IPO costs 668 10,288 25,570 - (60 )% 100 % Add: Capitalized commission assets written-off (2) 994 15,301 - - 100 % - Adjusted EBITDA (a non-IFRS measure) 78,700 1,211,785 1,125,354 926,684 8 % 21 % Profit Margin 17 % 17 % 22 % 23 % Adjusted EBITDA Margin (a non- IFRS measure) 44 % 44 % 49 % 48 % (1) For convenience purposes only, amounts in South African rand as at February 28, 2022 have been translated to U.S. dollars using an exchange rate of ZAR 15.3975 to U.S.$1.00, the exchange rate for U.S. dollars at February 28, 2022 as set forth in the H.10 statistical release of the Board of Governors of the Federal Reserve System.
Year ended February 28 Y-o-Y % 2023 2023 2022 2021 2023 2022 (U.S.$ thousands (1) ) (in R thousands) Profit for the year 33,191 608,806 476,607 497,420 28 % (4 )% Less: Finance income (1,268 ) (23,255 ) (6,083 ) (4,358 ) 282 % 40 % Add: Finance costs 550 10,095 12,331 9,302 (18 )% 33 % Add: Fair value changes to derivate assets 53 971 506 - 92 % 100 % Add: Taxation 15,554 285,298 205,476 198,628 39 % 3 % Add: Depreciation of property, plant and equipment and amortization of intangible assets 29,709 544,929 497,359 398,792 10 % 25 % Add: IPO costs - - 10,288 25,570 (100 )% (60 )% Add: Capitalized commission assets written-off (2) - - 15,301 - (100 )% 100 % Adjusted EBITDA (a non-IFRS measure) 77,789 1,426,844 1,211,785 1,125,354 18 % 8 % Profit Margin 17 % 17 % 17 % 22 % Adjusted EBITDA Margin (a non-IFRS measure) 41 % 41 % 44 % 49 % (1) For convenience purposes only, amounts in South African rand as at February 28, 2023 have been translated to U.S. dollars using an exchange rate of ZAR 18.3425 to U.S.$1.00, the exchange rate for U.S. dollars at February 28, 2023 as set forth in the H.10 statistical release of the Board of Governors of the Federal Reserve System.
Year ended February 28/29 % Change 2022 2022 2021 2020 2022 2021 (U.S.$ thousands (1) ) (in R thousands) Net cash generated from operating activities (2), (3) 60,510 931,706 937,851 901,224 (1 )% 4 % Net cash utilized by investing activities (4) (42,748 ) (658,217 ) (517,691 ) (427,436 ) 27 % 21 % Net cash (utilized by) / generated from financing activities 21,755 334,972 (486,012 ) (368,230 ) 169 % (32 )% (1) For convenience purposes only, amounts in South African rand as at February 28, 2022 have been translated to U.S. dollars using an exchange rate of ZAR 15.3975 to U.S.$1.00, the exchange rate for U.S. dollars at February 28, 2022 as set forth in the H.10 statistical release of the Board of Governors of the Federal Reserve System.
Year ended February 28 Y-o-Y % 2023 2023 2022 2021 (3) 2023 2022 (U.S.$ thousands (1) ) (in R thousands) Net cash generated from operating activities 61,424 1,126,663 931,706 937,851 21 % (1 )% Net cash utilized by investing activities (33,922 ) (622,210 ) (658,217 ) (517,691 ) (2) (5 )% 27 % Net cash (utilized by) / generated from financing activities (22,899 ) (420,026 ) 334,972 (486,012 ) (225 )% 169 % (1) For convenience purposes only, amounts in South African rand as at February 28, 2023 have been translated to U.S. dollars using an exchange rate of ZAR 18.3425 to U.S.$1.00, the exchange rate for U.S. dollars at February 28, 2023 as set forth in the H.10 statistical release of the Board of Governors of the Federal Reserve System.
Year ended February 28/29 % Change 2022 2022 2021 2020 2022 2021 Consolidated Statement of Profit and Loss Data: (U.S.$ thousands (1) ) (in R thousands) Revenue 178,350 2,746,151 2,290,543 1,941,893 20 % 18 % Cost of sales (59,916 ) (922,561 ) (670,523 ) (574,770 ) 38 % 17 % Gross profit 118,434 1,823,590 1,620,020 1,367,123 13 % 18 % Other income 120 1,841 2,166 1,867 (15 )% 16 % Operating expenses (73,149 ) (1,126,306 ) (895,624 ) (738,068 ) 26 % 21 % Sales and marketing (3) (21,644 ) (333,259 ) (238,110 ) (177,870 ) 40 % 34 % General and administration (4) (36,066 ) (555,327 ) (476,534 ) (460,402 ) 17 % 4 % Research and development (5) (9,692 ) (149,238 ) (100,138 ) (44,924 ) 49 % 123 % Expected credit losses on financial assets (5,747 ) (88,482 ) (80,842 ) (54,872 ) 9 % 47 % Operating profit 45,405 699,125 726,562 630,922 (4 )% 15 % Initial public offering costs (“IPO”) (668 ) (10,288 ) (25,570 ) - (60 )% 100 % Finance income 395 6,083 4,358 2,592 40 % 68 % Finance costs (801 ) (12,331 ) (9,302 ) (16,831 ) 33 % (45 )% Fair value changes to derivative assets (33 ) (506 ) - - 100 % - Profit before taxation 44,298 682,083 696,048 616,683 (2 )% 13 % Taxation (13,345 ) (205,476 ) (198,628 ) (173,157 ) 3 % 15 % Profit for the year 30,953 476,607 497,420 443,526 (4 )% 12 % Profit attributable to: Owners of the parent 29,222 449,953 318,183 289,882 41 % 10 % Non-controlling interest 1,731 26,654 179,237 153,644 (85 )% 17 % 30,953 476,607 497,420 443,526 (4 )% 12 % Earnings per share Basic and diluted earnings per share (US$’s & R’s) 0.99 15.24 15.65 14.26 (3 )% 10 % Adjusted earnings per share (a non-IFRS measure) (2) Adjusted basic and diluted earnings per share (a non-IFRS measure) (US$’s & R’s) 1.05 16.10 16.91 14.26 (5 )% 19 % 62 Year ended February 28/29 2022 2022 2021 2020 (U.S.$ thousands (1) ) (in R thousands) Reconciliation of basic and diluted earnings and adjusted earnings per share (a non-IFRS measure) Reconciliation between basic earnings and adjusted earnings (a non-IFRS measure) Profit attributable to ordinary shareholders 29,222 449,953 318,183 289,882 Adjust for: IPO costs 668 10,288 25,570 - Capitalized commission assets written-off 994 15,301 - - Adjusted profit attributable to ordinary shareholders (a non-IFRS measure) 30,884 475,542 343,753 289,882 Weighted average number of ordinary shares in issue at period end (000’s) on which the per share figures have been calculated 29,528 29,528 20,333 20,333 Basic and diluted earnings per share 0.99 15.24 15.65 14.26 Adjusted basic and diluted earnings per share (a non-IFRS measure) 1.05 16.10 16.91 14.26 (1) For convenience purposes only, amounts in South African rand as at February 28, 2022 have been translated to U.S. dollars using an exchange rate of ZAR 15.3975 to U.S.$1.00, the exchange rate for U.S. dollars at February 28, 2022 as set forth in the H.10 statistical release of the Board of Governors of the Federal Reserve System.
Year ended February 28 Y-o-Y % 2023 2023 2022 2021 (3) 2023 2022 Consolidated Statement of Profit and Loss (U.S.$ thousands (1) ) (in R thousands) Revenue 191,199 3,507,067 2,746,151 2,290,543 28 % 20 % Cost of sales (67,312 ) (1,234,672 ) (922,561 ) (670,523 ) 34 % 38 % Gross profit 123,887 2,272,395 1,823,590 1,620,020 25 % 13 % Other income 536 9,828 1,841 2,166 434 % (15 )% Operating expenses (76,343 ) (1,400,308 ) (1,126,306 ) (895,624 ) 24 % 26 % Sales and marketing (2) (23,505 ) (431,140 ) (333,259 ) (238,110 ) 29 % 40 % General and administration (38,414 ) (704,603 ) (555,327 ) (476,534 ) 27 % 17 % Research and development (9,651 ) (177,024 ) (149,238 ) (100,138 ) 19 % 49 % Expected credit losses on financial assets (4,773 ) (87,541 ) (88,482 ) (80,842 ) (1 )% 9 % Operating profit 48,080 881,915 699,125 726,562 26 % (4 )% Initial public offering costs (“IPO”) - - (10,288 ) (25,570 ) (100 )% (60 )% Finance income 1,268 23,255 6,083 4,358 282 % 40 % Finance costs (550 ) (10,095 ) (12,331 ) (9,302 ) (18 )% 33 % Fair value changes to derivative assets (53 ) (971 ) (506 ) - 92 % 100 % Profit before taxation 48,745 894,104 682,083 696,048 31 % (2 )% Taxation (15,554 ) (285,298 ) (205,476 ) (198,628 ) 39 % 3 % Profit for the year 33,191 608,806 476,607 497,420 28 % (4 )% Profit attributable to: Owners of the parent 32,556 597,153 449,953 318,183 33 % 41 % Non-controlling interest 635 11,653 26,654 179,237 (56 )% (85 )% 33,191 608,806 476,607 497,420 28 % (4 )% Earnings per share Basic and diluted earnings per share (US$’s & R’s) 1.05 19.29 15.24 15.65 27 % (3 )% Adjusted earnings per share (a non-IFRS measure) (2) Adjusted basic and diluted earnings per share (a non-IFRS measure) (US$’s & R’s) 1.05 19.29 16.10 16.91 20 % (5 )% 62 Year ended February 28 2023 2023 2022 2021 (3) (U.S.$ thousands (1) ) (in R thousands) Reconciliation of basic and diluted earnings and adjusted earnings per share (a non-IFRS measure) Reconciliation between basic earnings and adjusted earnings (a non-IFRS measure) Profit attributable to ordinary shareholders 32,556 597,153 449,953 318,183 Adjust for: IPO costs - - 10,288 25,570 Capitalized commission assets written-off - - 15,301 - Adjusted profit attributable to ordinary shareholders (a non-IFRS measure) 32,556 597,153 475,542 343,753 Weighted average number of ordinary shares in issue at period end (000’s) on which the per share figures have been calculated 30,951 30,951 29,528 20,333 Basic and diluted earnings per share 1.05 19.29 15.24 15.65 Adjusted basic and diluted earnings per share (a non-IFRS measure) 1.05 19.29 16.10 16.91 (1) For convenience purposes only, amounts in South African rand as at February 28, 2023 have been translated to U.S. dollars using an exchange rate of ZAR 18.3425 to U.S.$1.00, the exchange rate for U.S. dollars at February 28, 2023 as set forth in the H.10 statistical release of the Board of Governors of the Federal Reserve System.
Sales and marketing basic salaries are a major component of the cost of acquiring new customers and are not expensed over the expected life span of a customer, but rather when incurred.
Sales and marketing basic salaries are a major component of the cost of acquiring new customers and are not expensed over the expected life span of a customer, but rather when incurred. This component increased ZAR 36.9 million, or 17%, for the year ended February 28, 2023.
Cartrack’s research and development operating expenses increased ZAR 41.3 million, or 41%, for the year ended February 28, 2022 compared to the year ended February 28, 2021 as the group continued its investment for improvement, enrichment and expansion of its connected cloud during the year ended February 28, 2022.
Karooooo’s research and development operating expenses increased by ZAR 27.8 million or 19% for the year ended February 28, 2023 compared to the year ended February 28, 2022 primarily due to an increase in Cartrack’s research and development operating expenses by ZAR 25.7 million, or 18%, for the year ended February 28, 2023 compared to the year ended February 28, 2022 as the group continued its investment for improvement, enrichment and expansion of its connected cloud during the year ended February 28, 2023.
Details of amendment Annual periods beginning on/after Amendments to IFRS 16: COVID-19 Related Rent Concessions beyond June 30, 2021 April 01, 2021 Amendments to IAS 37: Onerous Contracts – Cost of Fulfilling a Contract January 01, 2022 Amendments to IFRS 3: Reference to the Conceptual Framework January 01, 2022 Annual improvements to IFRS standards 2018 – 2020 January 01, 2022 Amendments to IAS 16: Property, Plant and Equipment – Proceeds before Intended Use January 01, 2022 Amendments to IAS 1: Classification of Liabilities as Current or Non-current January 01, 2023 IFRS 17 Insurance Contracts and amendments to IFRS 17 Insurance Contracts January 01, 2023 Amendments to IAS 8: Definition of Accounting Estimates January 01, 2023 Amendments to IAS 12 Income Taxes: Deferred Tax Related to Assets and Liabilities Arising from a Single Transaction January 01, 2023 Amendments to IAS 1, IFRS 26, IFRS 34, IFRS 7 and IFRS Practice Statement 2: Disclosure of Accounting Policies January 01, 2023 Amendments to IAS 28 and IFRS 10: Amendments relating to 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 $1.07 billion in revenue during our last fiscal year, we qualify as an “emerging growth company” as defined in the JOBS Act.
Details of amendment Annual periods beginning on/after IFRS 17 Insurance Contracts and amendments to IFRS 17 Insurance Contracts January 1, 2023 Amendments to IAS 8: Definition of Accounting Estimates January 1, 2023 Amendments to IAS 12 Income Taxes: Deferred Tax Related to Assets and Liabilities Arising from a Single Transaction January 1, 2023 Amendments to IAS 1 and IFRS Practice Statement 2: Disclosure of Accounting Policies January 1, 2023 Initial Application of IFRS 17 and IFRS 9 – Comparative information (Amendments to IFRS 17) January 1, 2023 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 IFRS 1: Non-current Liabilities with Covenants January 1, 2024 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$1.07 billion in revenue during our last fiscal year, we qualify as an “emerging growth company” as defined in the JOBS Act.
Where appropriate, partnerships with third party technology providers are established to create incremental value to customers in the markets we serve. 52 We believe that maintaining strong financial discipline and prudent investment of capital provides a strong foundation for growth.
Where appropriate, partnerships with third party technology providers are established to create incremental value to customers in the markets we serve. We believe that maintaining strong financial discipline and prudent investment of capital provides a strong foundation for growth. For the year ended February 28, 2023, we grew our subscribers to 1,717,077 (FY2022: 1,525,972) despite challenging macro-economic conditions.
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 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.

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Item 6. [Reserved]

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

29 edited+3 added−7 removed29 unchanged
Biggest changeCalisto was a Member of Cell Communications, a company specializing in the distribution of telecommunication services, from 1994 to 1996. Mr. Calisto also completed an accelerated training program at Standard Bank, Africa’s largest lender by assets, from 1986 through 1991. Mr.
Biggest changeCalisto also completed an accelerated training program at Standard Bank, Africa’s largest lender by assets, from 1986 through 1991. Mr. Calisto studied at the University of South Africa and University of the Witwatersrand. Hoe Shin Goy was appointed as Karooooo’s CFO on June 30, 2022. Hoe Shin is a registered Chartered Accountant based in Singapore.
“Related Party Transactions—Related Person Transaction Policy.” The board of directors has determined that Siew Koon Lim qualifies as an “audit committee financial expert,” as such term is defined in the rules of the SEC, and that Siew Koon Lim, Andrew Leong and Kim White are independent, as independence is defined under the rules of the SEC and the Nasdaq applicable to foreign private issuers.
“Related Party Transactions—Related Person Transaction Policy.” The board of directors has determined that Siew Koon Lim qualifies as an “audit committee financial expert,” as such term is defined in the rules of the SEC, and that Siew Koon Lim, Andrew Leong and Kim White are independent, as defined under the rules of the SEC and the Nasdaq applicable to foreign private issuers.
Lim has 37 years of experience in providing audit and business advisory services to local companies as well as major public listed companies in a wide range of industries, including banks. She has led initial public offerings of companies in the retail and lifestyle, manufacturing, construction and property development industries. Mrs.
Lim has 38 years of experience in providing audit and business advisory services to local companies as well as major public listed companies in a wide range of industries, including banks. She has led initial public offerings of companies in the retail and lifestyle, manufacturing, construction and property development industries. Mrs.
Duties of Directors Under Singapore law, members of the board of directors of a Singapore company owe certain fiduciary duties towards the company, including a duty to act in good faith in the best interests of the company, a duty to act honestly and to use reasonable diligence in the discharge of the duties of their office.
Duties of Directors and attendance of meetings Under Singapore law, members of the board of directors of a Singapore company owe certain fiduciary duties towards the company, including a duty to act in good faith in the best interests of the company, a duty to act honestly and to use reasonable diligence in the discharge of the duties of their office.
Ventura held various senior roles in technology and software development including being the founder of Internet Business Solutions & Technologies S.A., an Internet based start-up. Mr. Ventura studied Computer Engineering at the Instituto Superior Técnico in Lisbon. Family Relationships Carmen Calisto is the daughter of Isaias (Zak) Jose Calisto. Additional Information Mr.
Ventura held various senior roles in technology and software development including being the founder of Internet Business Solutions & Technologies S.A., an Internet based start-up. Mr. Ventura studied Computer Engineering at the Instituto Superior Técnico in Lisbon. Family Relationships Carmen Calisto is the daughter of Isaias (Zak) Jose Calisto. B.
White served as a member of the board of directors of Cartrack Holding Limited since 2014. Mrs White also served as Chairman of the Audit and Risk Committee and member of the Remuneration Committee for Cartrack Holding Limited during this time. Mrs.
White served as a member of the board of directors of Cartrack Holdings Limited since 2014. Mrs White also served as Chairman of the Audit and Risk Committee and member of the Remuneration Committee for Cartrack Holdings Limited during this time. Mrs.
Schubert joined Cartrack Holdings Limited in 2007 and has held this role at Cartrack Holdings Limited since 2017, and prior to that, served as Chief Information Officer from 2007 through 2017. Mr. Schubert holds a National Higher Diploma in Electronic Engineering from the Technikon of the Witwatersrand.
Richard Schubert is our Chief Operating Officer. Mr. Schubert joined Cartrack Holdings Limited in 2007 and has held this role at Cartrack Holdings Limited since 2017, and prior to that, served as Chief Information Officer from 2007 through 2017. Mr. Schubert holds a National Higher Diploma in Electronic Engineering from the Technikon of the Witwatersrand.
Marais is the beneficial owner of 3,100,000 shares through One Spire (Pty) Ltd., which corresponds to 10.02% of the issued and outstanding shares of the Company. Senior Management The following table sets forth information regarding members of our current senior management team.
Marais is the beneficial owner of 3,140,000 shares through One Spire (Pty) Ltd., which corresponds to 10.14% of the issued and outstanding shares of the Company. Senior Management The following table sets forth information regarding members of our current senior management team.
Name Age Position Isaias (Zak) Jose Calisto 55 Executive Officer and Executive Chairman Morné Grundlingh 47 Executive Officer Siew Koon Lim 63 Lead Independent Director Andrew Leong 47 Independent Director Kim White 46 Independent Director Board Diversity Matrix (as at February 28, 2022) Country of Principal Executive Offices “Home Country” Singapore Foreign Private Issuer Yes Disclosure Prohibited Under Home Country Law No Total number of Directors 5 Name Female Male Non-Binary Did not disclose gender Part I: Gender Identity Directors 2 3 0 0 Part II: Demographic Background Underrepresented Individual in Home Country Jurisdiction 1 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 56 Executive Officer and Executive Chairman Hoe Shin Goy 43 Executive Officer Siew Koon Lim 64 Lead Independent Director Andrew Leong 48 Independent Director Kim White 47 Independent Director Board Diversity Matrix (as at February 28, 2023) Country of Principal Executive Offices “Home Country” Singapore Foreign Private Issuer Yes Disclosure Prohibited Under Home Country Law No Total number of Directors 5 Did not disclose Name Female Male Non-Binary gender Part I: Gender Identity Directors 3 2 0 0 Part II: Demographic Background Underrepresented Individual in Home Country Jurisdiction 0 LGBTQ+ 0 Did Not Disclose Demographic Background 0 Executive Officers The table below sets forth information regarding individuals who serve as executive officers.
Mrs White holds a Bachelor of accounting science degree, an Honours degree in Accounting Science, a post-graduate certificate in Advanced taxation, a post-graduate certificate in international taxation and a certified financial planner diploma. Mrs. White is a registered Chartered Accountant (South Africa). We believe Mrs.
Mrs White holds a Bachelor of accounting science degree, an Honours degree in Accounting Science, a post-graduate certificate in Advanced taxation, a post-graduate certificate in International taxation, a certified financial planner diploma and a MBA from Guglielmo Marconi University, Italy. Mrs. White is a registered Chartered Accountant (South Africa). We believe Mrs.
Compensation and Nomination Committee The compensation and nomination committee consists of Andrew Leong, Siew Koon Lim and Kim White and assists the board in identifying and nominating candidates for election to the board of directors; reviews and recommends the compensation arrangements for certain members of our board of directors and administers any equity compensation plan.
Compensation and Nomination Committee The compensation and nomination committee consists of Andrew Leong, Siew Koon Lim and Kim White, who are all independent non-executive directors, and assists the board in identifying and nominating candidates for election to the board of directors; reviews and recommends the compensation arrangements for the executive members of our board of directors and administers any equity compensation plan.
Name Age Position Richard Schubert 48 Chief Operating Officer Carmen Calisto 25 Chief Strategy and Marketing Officer Pedro Ventura 34 Chief Technology Officer The following sets forth certain biographical information with respect to our directors, executive officers and senior management.
Name Age Position Richard Schubert 49 Chief Operating Officer Carmen Calisto 26 Chief Strategy and Marketing Officer Pedro Ventura 35 Chief Technology Officer 76 The following sets forth certain biographical information with respect to our directors, executive officers and senior management.
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 2022 and 2021 for services in all capacities: Year ended February 28 2022 2022 (2) 2021 (2) (U.S.$ thousands (1) ) (in R thousands) Short-term employee benefits 851 13,109 27,775 Post-employment benefits 18 276 590 869 13,385 28,365 (1) For convenience purposes only, amounts in South African rand as at February 28, 2022 have been translated to U.S. dollars using an exchange rate of ZAR 15.3975 to U.S.$1.00, the exchange rate for U.S. dollars at February 28, 2022 as set forth in the H.10 statistical release of the Board of Governors of the Federal Reserve System.
COMPENSATION Directors and Executive Officer Compensation footnote The following table provides information about the aggregate compensation, including benefits in kind, accrued or paid to our executive officers and directors with respect to the years ended February 2023 and 2022 for services in all capacities: Year ended February 28 2023 2023 (2) 2022 (2) (U.S.$ thousands (1) ) (in R thousands) Short-term employee benefits 903 16,557 13,109 Post-employment benefits 21 378 276 924 16,935 13,385 (1) For convenience purposes only, amounts in South African rand as at February 28, 2023 have been translated to U.S. dollars using an exchange rate of ZAR 18.3425 to U.S.$1.00, the exchange rate for U.S. dollars at February 28, 2023 as set forth in the H.10 statistical release of the Board of Governors of the Federal Reserve System.
She has extensive experience in audit, full spectrum finance and group financial reporting throughout the span of her career. Hoe Shin was the Director of Consolidation and Group Reporting for DFS Group, under the Selective Retailing Maison of LVMH. B.
Hoe Shin joined Ernst & Young LLP in 2004 and was with the firm until 2009. She has extensive experience in audit, full spectrum finance and group financial reporting throughout the span of her career. Hoe Shin was the Director of Consolidation and Group Reporting for DFS Group, under the Selective Retailing Maison of LVMH .
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) In 2021 aggregate information disclosed includes directors, executive officers, and senior management.
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.
EMPLOYEES As at February 28, 2022, we had 3,508 full-time employees, of which 2,456 are located in South Africa, 238 are located in Africa-Other, 242 are located in Europe, and 572 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, 2023, we had 4,039 full-time employees, of which 2,816 are located in South Africa, 221 are located in Africa-Other, 288 are located in Europe, and 714 are located in Asia-Pacific, Middle East and USA. None of our employees are represented by a labor union or covered by a collective bargaining agreement.
Marais began his career in the insurance industry at Broadstreet Financial Advisory Services, where he was a Managing Member from 1993 to 1998. Mr. Marais holds a Certification in Financial Planning from Milpark Business School. Richard Schubert is our Chief Operating Officer. Mr.
Marais was the Chief Executive Officer of Finance Mart (Pty) Ltd., a financial services company, from 1998 to 2001. Mr. Marais began his career in the insurance industry at Broadstreet Financial Advisory Services, where he was a Managing Member from 1993 to 1998. Mr. Marais holds a Certification in Financial Planning from Milpark Business School.
SHARE OWNERSHIP For information regarding the share ownership of our directors and executive officers, please refer to Item 6.B. “—Compensation” and Item 7.A. “Major Shareholders and Related Party Transactions—Major Shareholders.” 87
SHARE OWNERSHIP For information regarding the share ownership of our directors and executive officers, please refer to Item 6.B. “—Compensation” and Item 7.A. “Major Shareholders and Related Party Transactions—Major Shareholders.” F. DISCLOSURE OF A REGISTRANT’S ACTION TO RECOVER ERRONEOUSLY AWARDED COMPENSATION Not applicable. 80
Directors generally owe fiduciary duties to the company, and not to the company’s individual shareholders. Our shareholders may not have a direct cause of action against our directors.
Directors generally owe fiduciary duties to the company, and not to the company’s individual shareholders. Our shareholders may not have a direct cause of action against our directors. The company has a right to seek damages if a duty owed by directors is breached.
Name Age Position Isaias (Zak) Jose Calisto 55 Chief Executive Officer Morné Grundlingh 47 Chief Financial Officer Juan Marais (1) 53 Chief Sales Officer 1. Mr. Marais, included above as executive officer by virtue of his shareholding in Karooooo. Mr.
Name Age Position Isaias (Zak) Jose Calisto 56 Chief Executive Officer Hoe Shin Goy 43 Chief Financial Officer Juan Marais (1) 54 Chief Sales Officer 1. Mr. Marais is included above as executive officer by virtue of his shareholding in Karooooo. Mr.
In 2022, 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. In 2022 Mr. Marais, is included as executive officer by virtue of his shareholding in Karooooo.
(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.
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; ● the Class II director is Kim White, and her term will expire at the upcoming second annual meeting of stockholders held after the Nasdaq listing; and ● the Class III directors are Isaias (Zak) Jose Calisto and Morné Grundlingh, and their terms will expire at the third annual meeting of stockholders held after the Nasdaq listing.
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; ● the Class II directors are Kim White and Siew Koon Lim, who were both re-elected at the AGM held on August 26, 2021 for a term of three years; and ● the Class III directors are Isaias (Zak) Jose Calisto and Hoe Shin Goy, and their terms will expire at the third annual meeting of stockholders held after the Nasdaq listing, which will be held on July 12, 2023.
Our constitution provides that our board of directors initially be divided into three classes with staggered terms over a three-year period. Only Class I directors were subject to re-election at the first annual meeting of stockholders held after the Nasdaq listing, with the other classes continuing for the remainder of their respective terms.
Only Class I directors were subject to re-election at the first annual meeting of stockholders held after the Nasdaq listing, with the other classes continuing for the remainder of their respective terms.
He has been the Chief Executive Officer of the Group since its founding in 2001. Before founding the Company, Mr. Calisto was a Member of Vehicle Tracking Services, a company specializing in the distribution of telematics services, from 1994 through 2001. Prior to that, Mr.
Before founding the Company, Mr. Calisto was a Member of Vehicle Tracking Services, a company specializing in the distribution of telematics services, from 1994 through 2001. Prior to that, Mr. Calisto was a Member of Cell Communications, a company specializing in the distribution of telecommunication services, from 1994 to 1996. Mr.
She was re-elected for a term of three years. We have not entered into service contracts with any directors of our company or any of our subsidiaries providing for benefits upon termination of employment.
She was re-elected for a term of three years and also fulfils the position of Lead Independent Director, tasked to oversee governance and ensure independent decision-making by the board. We have not entered into service contracts with any directors of our company or any of our subsidiaries providing for benefits upon termination of employment.
Unless otherwise stated, the business address for our directors, executive officers and senior management is 2 Aljunied Ave 1, #06-11, Framework Building 2, Singapore 389977. Isaias (Zak) Jose Calisto is our Chief Executive Officer and has been a member of our board of directors since May 2018.
Unless otherwise stated, the business address for our directors, executive officers and senior management is 17 Kallang Junction #06-05/06 Singapore 339274. Isaias (Zak) Jose Calisto is our Chief Executive Officer and has been a member of our board of directors since May 2018. He has been the Chief Executive Officer of the group since its founding in 2001.
The company has a right to seek damages if a duty owed by directors is breached. 86 Foreign Private Issuer and Controlled Company Exemptions In general, under the Nasdaq corporate governance standards, foreign private issuers, as defined by the rules adopted under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are permitted to follow home country corporate governance practices instead of the corporate governance practices of the Nasdaq.
The directors have, without exception, attended all board meetings held during the reporting period. 79 Foreign Private Issuer and Controlled Company Exemptions In general, under the Nasdaq corporate governance standards, foreign private issuers, as defined by the rules adopted under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are permitted to follow home country corporate governance practices instead of the corporate governance practices of the Nasdaq.
Before joining Cartrack Holdings Limited in this role in 2004, he was the Chief Executive Officer of Advancor (Pty) Ltd., an insurance brokerage, from 2001 to 2004. Prior to that, Mr. Marais was the Chief Executive Officer of Finance Mart (Pty) Ltd., a financial services company, from 1998 to 2001. Mr.
White is well qualified to serve as a member of our board of directors given her extensive knowledge, leadership, and experience. 77 Juan Marais is our Chief Sales Officer. Before joining Cartrack Holdings Limited in this role in 2004, he was the Chief Executive Officer of Advancor (Pty) Ltd., an insurance brokerage, from 2001 to 2004. Prior to that, Mr.
Mr. Marais is the beneficial owner of 3,100,000 shares through One Spire (Pty) Ltd., which corresponds to 10.02% of the issued and outstanding shares of the Company. 85 C. BOARD PRACTICES Board Composition Our board of directors is composed of five members, of whom Siew Koon Lim, Andrew Leong and Kim White qualify as “independent” under Nasdaq listing rules.
Marais was included as executive officer by virtue of his shareholding in Karooooo. Mr. Marais is the beneficial owner of 3,140,000 shares through One Spire (Pty) Ltd., which corresponds to 10.14% of the issued and outstanding shares of the Company. 78 C.
Removed
Calisto studied at the University of South Africa and University of the Witwatersrand. 83 Morné Grundlingh is our Chief Financial Officer and has been a member of our board of directors since February 2021. Prior to joining Cartrack Holdings Limited in this role in 2017, Mr.
Added
BOARD PRACTICES Board Composition Board Composition Our board of directors is composed of five members, of whom Siew Koon Lim, Andrew Leong and Kim White qualify as “independent” under Nasdaq listing rules. Our constitution provides that our board of directors initially be divided into three classes with staggered terms over a three-year period.
Removed
Grundlingh provided outsourced CFO services from 2014 through 2016 at CFO on Call, a Singaporean provider of financial management services to private and public businesses on a part-time or interim basis. Prior to that, Mr. Grundlingh was the Head of Treasury in the Asia-Pacific Region for BlackRock. Mr.
Added
Although the CEO and CFO are invitees to the meetings to provide input on management performance and to motivate and explain the remuneration of our people and present proposals for general increases and bonuses, they are not members of this committee and therefore have no vote.
Removed
Grundlingh held various other senior positions at BlackRock between 2007 and 2014 including Head of Treasury for the Asia-Pacific Region. Mr. Grundlingh was also a financial manager at Barclays, a global financial institution, in London and Singapore. Mr.
Added
This committee is also charged with evaluating individual director performance, the performance of the sub-committees and the board as a whole, which is done on an annual basis.
Removed
Grundlingh is a Chartered Accountant and holds a Bachelor of Commerce in accounting (with honors) from the University of Johannesburg and a Masters in Accounting and Finance from Birmingham City University.
Removed
White is well qualified to serve as a member of our board of directors given her extensive knowledge, leadership, and experience serving on the board of Karooooo. 84 Juan Marais is our Chief Sales Officer.
Removed
Morné Grundlingh, Chief Financial Officer (CFO) of Karooooo, has decided to step down as CFO effective June 20, 2022. Mr. Grundlingh’s resignation is not due to any disagreement with Karooooo or the Board of Directors, nor to any matter relating to Karooooo’s operations, financial statements, internal controls, auditors, policies or practices. Effective the same day as Mr.
Removed
Grundlingh’s resignation, Karooooo will appoint Ms. Hoeshin Goy (Hoe Shin) as Karooooo’s CFO and an executive director to the Board. Hoe Shin is a registered Chartered Accountant based in Singapore. Hoe Shin joined Ernst & Young LLP in 2004 and was with the firm until 2009.

Item 7. Management's Discussion & Analysis

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

18 edited+0 added−0 removed25 unchanged
Biggest changeThe loan was extended by a further ZAR 8.4 million during the 2021 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. Amounts due under this loan bear no interest, have no fixed terms of repayment and are repayable on demand.
Biggest changeThe loan was extended by a further ZAR 8.4 million during the 2021 financial year and another ZAR 6.4 million during the 2023 financial year. Our Chief Executive Officer, Isaias (Zak) Jose Calisto, serves as a trustee of the Kubu Trust that owns 100% of Bumbene House (Proprietary) Limited.
Calisto in connection with the registration of our ordinary shares. 89 Loan Arrangements Given our commitment to South Africa’s broad-based Black economic codes of good practice, we entered into an Enterprise Development Loan Agreement with Bumbene House (Proprietary) Limited in February 2020 under which we provided Bumbene House (Proprietary) Limited with a loan in an aggregate amount of ZAR 11.0 million.
Calisto in connection with the registration of our ordinary shares. 82 Loan Arrangements Given our commitment to South Africa’s broad-based Black economic codes of good practice, we entered into an Enterprise Development Loan Agreement with Bumbene House (Proprietary) Limited in February 2020 under which we provided Bumbene House (Proprietary) Limited with a loan in an aggregate amount of ZAR 11.0 million.
As Cartrack’s mobility open eco system platform allows for seamless integration into third party systems, Picup has been working with Cartrack to address the challenges of last-mile delivery through an integrated offering. Picup simplifies transport operations and helps mitigate the risks associated with logistics, specifically in relation to meeting tight delivery timeframes.
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.
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. 90
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
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 provides adequate space to accommodate the expected growth.
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.
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 have been concluded.
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.
The complete asset estimated to be ZAR 346.9 million equates to an estimated monthly long term lease cost of ZAR 115 per square meter, in comparison to the current market rate of ZAR 140 per square meter with an annual escalation of 8%. The new offices, including 404 parking bays, will have a built-up area of approximately 31,800 square meters.
The complete asset estimated to be ZAR 404.1 million equates to an estimated monthly long term lease cost of ZAR 115 per square meter, in comparison to the current market rate of ZAR 140 per square meter with an annual escalation of 8%. The new offices, including 404 parking bays, will have a built-up area of approximately 31,800 square meters.
Item 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS A. MAJOR SHAREHOLDERS The following table sets forth information as at May 20, 2022 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 19, 2023 regarding actual ownership of our ordinary shares by: ● each person or entity we know to own 5% or more of our ordinary shares; ● each executive officer; and ● each director.
Acquisitions Picup Technologies (Pty) Ltd: In September 2021, the Group strategically acquired 70.1% of the shares and voting interest in Picup Technologies (Pty) Ltd (“Picup”), a logistics cloud-based disruptive technology company located in South Africa.
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.
Marais is the beneficial owner of 3,100,000 shares through One Spire (Pty) Ltd., which corresponds to 10.02% of the issued and outstanding shares of the Company. Mr. Marais and Jennie Allen are directors of One Spire (Pty) Ltd., and accordingly, Mr. Marais and Ms. Allen share voting and investment power over the shares held by One Spire (Pty) Ltd. Mr.
Marais is the beneficial owner of 3,140,000 shares through One Spire (Pty) Ltd., which corresponds to 10.14% of the issued and outstanding shares of the Company. Mr. Marais and Jennie Allen are directors of One Spire (Pty) Ltd., and accordingly, Mr. Marais and Ms. Allen share voting and investment power over the shares held by One Spire (Pty) Ltd. Mr.
Put Option When Karooooo acquired 70.1% of 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 Picup to Isaias (Zak) Jose Calisto. The put option expires on August 31, 2022.
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.
As this is a transaction between Karooooo and the ultimate controlling shareholder of Karooooo, Isaias (Zak) Jose Calisto, the fair value and subsequent changes in fair value of the put option is recognized directly against retained earnings, amounting to ZAR 15.3 million. Refer to FS – page F-38.
The put option expired on August 31, 2022. As this was a transaction between Karooooo and the ultimate controlling shareholder of Karooooo, Isaias (Zak) Jose Calisto, the fair value and subsequent changes in fair value of the put option is recognized directly against retained earnings, amounting to ZAR 15.3 million. Refer to FS – page F-37.
As of May 20, 2022 Name of Owner Number Percent Directors and Executive Officers Isaias (Zak) Jose Calisto (1) 20,028,811 64.71 % Morne Grundlingh - 0.0 % Kim White - 0.0 % Siew Koon Lim - 0.0 % Andrew Leong - 0.0 % Richard Schubert - 0.0 % Juan Marais (2) 3,100,000 10.02 % Carmen Calisto 188 0.0 % Pedro Ventura - 0.0 % All executive officers and directors as a group (9 persons) 23,128,999 74.73 % Other 5% Shareholders Gobi Capital LLC (3) 2,177,218 7.03 % Total Ordinary Shares 30,951,106 100.0 % (1) Mr.
As of May 19, 2023 Name of Owner Number Percent Directors and Executive Officers Directors Isaias (Zak) Jose Calisto (1) 20,028,811 64.71 % Hoe Shin Goy - 0.0 % Kim White - 0.0 % Siew Koon Lim - 0.0 % Andrew Leong - 0.0 % Executive Officers Richard Schubert - 0.0 % Juan Marais (2) 3,140,000 10.14 % Carmen Calisto 188 0.0 % Pedro Ventura - 0.0 % All executive officers and directors as a group (9 persons) 23,168,999 74.85 % Other 5% Shareholders Gobi Capital LLC (3) 2,177,218 7.03 % Total Ordinary Shares 30,951,106 100.0 % (1) Mr.
Marais’ 3,100,000 shares may be deemed to be beneficially owned by Mr. Calisto. Therefore, Mr. Calisto may be deemed to beneficially own 23,128,811 shares or 74.73%. Mr. Calisto disclaims beneficial ownership of Mr. Marais’ 3,100,000 ordinary shares. (2) Mr.
Marais’ 3,140,000 shares may be deemed to be beneficially owned by Mr. Calisto. Therefore, Mr. Calisto may be deemed to beneficially own 23,168,811 shares or 74.85%. Mr. Calisto disclaims beneficial ownership of Mr. Marais’ 3,140,000 ordinary shares. (2) Mr.
Subsequent to the acquisition the office buildings are being demolished and the properties consolidated to enable the erection of a head office suite for South Africa. The full total cost for the redevelopment of the office premises, including the site, is estimated to be ZAR 346.9 million.
Subsequent to the acquisition the office buildings have been demolished and the properties consolidated to enable the erection of a head office suite for South Africa. The full total cost for the redevelopment of the office premises, including the site, is estimated to be ZAR 404.1 million.
The U.S. shareholder of record is CEDE & CO., a nominee of The Depository Trust Company. We believe that the shares held by CEDE & CO. include ordinary shares beneficially owned by both holders in the United States and non-U.S. beneficial owners, and include an administrative depositary share register in South Africa holding 7,204,433 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 6,718,454 ordinary shares. B.
The business address of Gobi Capital LLC is 909 Montgomery Street, Suite 400, San Francisco, CA 94133. 88 As at May 20 2022, we had 2 holders of record of our ordinary shares, 1 of which was located in the United States and held approximately 35.03% 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 19, 2023, we had 2 holders of record of our ordinary shares, 1 of which was located in the United States, holding approximately 24,232,652 of our total issued ordinary shares.
As at February 28, 2022, ZAR 19.4 million of this loan remained outstanding in full.
Amounts due under this loan bear no interest, have no fixed terms of repayment and are repayable on demand. As at February 28, 2023, ZAR 25.8 million of this loan remained outstanding in full.

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