Karooooo Ltd. Files 2024 Annual Report

TL;DR

Karooooo Ltd. dropped its 2024 20-F, check it for the latest financials.

AI Summary

Karooooo Ltd. filed its annual report on Form 20-F for the fiscal year ended February 29, 2024. The company, formerly known as Karooooo Pte. Ltd. and Karoo Pte. Ltd., is incorporated in U0 and operates in the pre-packaged software services sector. Its business address is located at 363 Smith Street, #05-303, New Bridge Centre, U0, 050336, with a business phone number of 65 6255 4151.

Why It Matters

This filing provides investors with a comprehensive overview of Karooooo Ltd.'s financial performance and business operations for the past fiscal year, crucial for investment decisions.

Risk Assessment

Risk Level: medium — As an annual report, it contains standard financial disclosures, but the specific financial health and future outlook require deeper analysis of the content not fully summarized here.

Key Numbers

• 20240229 — Fiscal Year End (Indicates the period covered by the annual report.)
• 001-40300 — SEC File Number (Unique identifier for the company's filings with the SEC.)

Key Players & Entities

• Karooooo Ltd. (company) — Filer of the 20-F
• Karooooo Pte. Ltd. (company) — Former company name
• Karoo Pte. Ltd. (company) — Former company name
• February 29, 2024 (date) — Fiscal year end
• 001-40300 (dollar_amount) — SEC file number

FAQ

Key Financial Figures

• $ — s annual report to "U.S. dollars," "U.S.$," "
  quot; and "USD" refer to the currency o

Filing Documents

• ea0207672-20f_karooooo.htm (20-F) — 3336KB
• ea020767201ex8-1_karooooo.htm (EX-8.1) — 17KB
• ea020767201ex12-1_karooooo.htm (EX-12.1) — 11KB
• ea020767201ex12-2_karooooo.htm (EX-12.2) — 11KB
• ea020767201ex13-1_karooooo.htm (EX-13.1) — 6KB
• ea020767201ex97-1_karooooo.htm (EX-97.1) — 46KB
• ex97-1_001.jpg (GRAPHIC) — 2KB
• 0001213900-24-052510.txt ( ) — 13853KB
• karo-20240229.xsd (EX-101.SCH) — 225KB
• karo-20240229_cal.xml (EX-101.CAL) — 64KB
• karo-20240229_def.xml (EX-101.DEF) — 528KB
• karo-20240229_lab.xml (EX-101.LAB) — 1095KB
• karo-20240229_pre.xml (EX-101.PRE) — 560KB
• ea0207672-20f_karooooo_htm.xml (XML) — 2386KB

Item 18

Item 17 Item 18 If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No ANNUAL REPORT TABLE OF CONTENTS Page INTRODUCTION ii SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS iii PART I 1

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Item 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 1

OFFER STATISTICS AND EXPECTED TIMETABLE

Item 2. OFFER STATISTICS AND EXPECTED TIMETABLE 1

KEY INFORMATION

Item 3. KEY INFORMATION 1

INFORMATION ON THE COMPANY

Item 4. INFORMATION ON THE COMPANY 36

UNRESOLVED STAFF COMMENTS

Item 4A. UNRESOLVED STAFF COMMENTS 51

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

Item 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 52

DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

Item 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 76

MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

Item 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 81

FINANCIAL INFORMATION

Item 8. FINANCIAL INFORMATION 84

THE OFFER AND LISTING

Item 9. THE OFFER AND LISTING 85

ADDITIONAL INFORMATION

Item 10. ADDITIONAL INFORMATION 86

QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

Item 11. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK 95

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

Item 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 96 PART II 97

DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

Item 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 97

MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

Item 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS 97

CONTROLS AND PROCEDURES

Item 15. CONTROLS AND PROCEDURES 97

RESERVED

Item 16. RESERVED 98

AUDIT COMMITTEE FINANCIAL EXPERT

Item 16A. AUDIT COMMITTEE FINANCIAL EXPERT 98

CODE OF ETHICS

Item 16B. CODE OF ETHICS 98

PRINCIPAL ACCOUNTANT FEES AND SERVICES

Item 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES 99

EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

Item 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES 99

PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

Item 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS 99

CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT

Item 16F. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT 99

CORPORATE GOVERNANCE

Item 16G. CORPORATE GOVERNANCE 100

MINE SAFETY DISCLOSURE

Item 16H. MINE SAFETY DISCLOSURE 100

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Item 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS 100

INSIDER TRADING POLICIES

Item 16J. INSIDER TRADING POLICIES 100

CYBERSECURITY

Item 16K CYBERSECURITY 100 PART III 102

FINANCIAL STATEMENTS

ITEM 17. FINANCIAL STATEMENTS 102

FINANCIAL STATEMENTS

ITEM 18. FINANCIAL STATEMENTS 102

EXHIBITS

ITEM 19. EXHIBITS 102

SIGNATURES

SIGNATURES 103 CONSOLIDATED FINANCIAL STATEMENTS F-1 i INTRODUCTION During the year ended February 28, 2022, Karooooo Ltd. ("Karooooo" or the "Company") listed on the Nasdaq (April 01, 2021) and concluded an inward secondary listing on the JSE by April 21, 2021. As at February 28, 2021, Karooooo was a privately owned company fully owned by Isaias (Zak) Jose Calisto (founder and CEO of Karooooo) and Cartrack Holdings Proprietary Limited, previously known as Cartrack Holdings Limited ("CTK") listed as a public company on the Johannesburg Stock Exchange (JSE). Karooooo was a non-operating entity, with its only asset being its ownership of 203,328,943 ordinary shares, or 68.1%, of CTK's 298,766,000 ordinary shares in issue. Karooooo listed on the Nasdaq on April 1, 2021 in connection with its initial public offering ("IPO") in the United States. Following the IPO, Karooooo had 21,540,394 shares in issue of which 20,332,894 were founder held shares. By April 21, 2021 Karooooo had bought out all of the minority shareholders of CTK pursuant to a scheme of arrangement in South Africa and had delisted CTK from the JSE. Karooooo concluded an inward secondary listing on the JSE on this date (April 21, 2021) and issued a further 9,410,712 shares to eligible CTK shareholders who elected to reinvest the proceeds of the sale of their CTK shares pursuant to the scheme in shares of Karooooo, representing 99% of all minority CTK shareholders bought out by Karooooo. PRESENTATION OF FINANCIAL INFORMATION Unless otherwise indicated, all financial information contained in this annual report is prepared and presented in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB"). Certain differences exist between IFRS and generally accepted accounting principles in the United States of America ("U.S. GAAP") which might be material to the financial information herein. We have not prepared a reconci

Forward-looking statements speak only as of the

Forward-looking statements speak only as of the date they are made, and we do not undertake any obligation to update them in light of new information or future developments or to release publicly any revisions to these statements in order to reflect later events or circumstances or to reflect the occurrence of unanticipated events. iii PART I

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT

Item 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS Not applicable.

OFFER STATISTICS AND EXPECTED TIMETABLE

Item 2. OFFER STATISTICS AND EXPECTED TIMETABLE Not applicable.

KEY INFORMATION

Item 3. KEY INFORMATION A. RESERVED B. CAPITALIZATION AND INDEBTEDNESS Not applicable. C. REASONS FOR THE OFFER AND USE OF PROCEEDS Not applicable. D.

RISK FACTORS

RISK FACTORS You should carefully consider the risks and uncertainties described below and the other information in this annual report before making an investment in our ordinary shares. Our business, financial condition or results of operations could be materially and adversely affected if any of these risks occurs, and as a result, the market price of our ordinary shares could decline and you could lose all or part of your investment. Additional risks and uncertainties not currently known to us, or which we currently deem immaterial, may also adversely affect our business, financial condition or results of operations. This annual report also contains forward-looking statements that involve risks and uncertainties. See "Special Note Regarding Forward-Looking Statements". Our actual results could differ materially and adversely from those anticipated in these forward-looking statements as a result of certain factors, including the risks described below and elsewhere in this annual report. A summary of the risk factors is followed by a detailed description of each risk factor. RISK FACTOR SUMMARY Risks Relating to Our Business and Operations We may not be able to add new customers and retain existing customers, which could have a material adverse effect on our ability to grow our business and increase revenue. We may not be able to retain or drive margin expansion with our existing customers, which could adversely affect our financial results. The effects of a pandemic or widespread outbreak of an illness, the Russia-Ukraine conflict, geopolitical tensions, and similar macroeconomic events, including financial distress caused by recent or potential bank failures, global supply chain challenges, foreign currency fluctuations, elevated inflation and interest rates and monetary policy changes, could have a material adverse effect on our business, financial condition and results of operations. Our inability to adapt to rapid technological change in our in

RISK FACTORS

RISK FACTORS Risks Relating to Our Business and Operations We may not be able to add new customers and retain existing customers, which could have a material adverse effect on our ability to grow our business and increase revenue. We market and sell our mobility data analytics solutions to a wide range of customers, from consumers and sole proprietors to small and medium-sized businesses and large enterprises. To grow our revenue, we must continue to add new customers and subscribers. Our strategy is to increase new subscription sales by increasing penetration in our existing markets and with existing customers, upgrading and enhancing our platform and solutions and by opportunistically entering new markets that represent a potential source of demand. Our success in adding new customers may be tied to a number of factors, including demand for our SaaS platform, the rate of new vehicle sales, the success of our sales and marketing campaigns, our ability to generate leads, our relationships with channel partners, price and service competition, general economic conditions and, in the case of our safety and security services, the real and perceived threat of vehicle theft and discounts offered by insurers for risk mitigation. Selling to consumers or sole proprietors and small business customers may, in some instances, be more difficult than selling to medium-sized businesses and large enterprise customers. Consumers and sole proprietors and small businesses may have higher default rates, are price sensitive, may be difficult to reach with targeted sales campaigns and may have higher churn rates in part because of the scale of their businesses and the ease of switching solutions. On the other hand, the typical sales cycle for medium-sized businesses and large enterprises may be longer than that of our consumer and sole proprietor and small business customers. These customers may have more complex business, operational, procurement and integration requirements and

View Full Filing

View this 20-F filing on SEC EDGAR