{"url_path":"/sec/karo/10-k/2026/item-15","section_key":"item-15","section_title":"Item 15 CONTROLS AND PROCEDURES**","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-06-09","source_url":"https://www.sec.gov/Archives/edgar/data/1828102/0001213900-26-066795-index.html","accession_number":"0001213900-26-066795","cik":"0001828102","ticker":"KARO","issuer_name":"Karooooo Ltd.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1828102/0001213900-26-066795-index.html","primary_entity_key":"0001828102","primary_entity_name":"Karooooo Ltd."},"word_count":786,"has_tables":true,"body_markdown":"**Item 15. CONTROLS AND PROCEDURES**\n\n** **\n\n \n**A.**\n**DISCLOSURE CONTROLS\nAND PROCEDURES**\n\n** **\n\nWe have evaluated, with the participation of\nour Chief Executive Officer and Chief Financial Officer, the effectiveness of the Group’s disclosure controls and procedures (as\ndefined in Rule 13a-15(e) of the Exchange Act, as amended) as at February 28, 2026. Based on that evaluation, we concluded that, as at\nsuch date, our disclosure controls and procedures were effective to ensure that the information required to be disclosed by us in reports\nthat we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer\nand our Chief Financial Officer, to allow timely decisions regarding required disclosures, and is recorded, processed, summarized and\nreported within the time periods specified by the SEC’s rules and forms.\n\n \n\n \n**B.**\n**MANAGEMENT’S ANNUAL\nREPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING**\n\n** **\n\nManagement of Karooooo is responsible for establishing\nand maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Securities Exchange Act of\n1934, as amended, for the Company. Karooooo’s internal control over financial reporting is a process designed to provide reasonable\nassurance regarding the reliability of Karooooo’s financial reporting and the preparation and fair presentation of financial statements\nfor external purposes in accordance with IFRS as issued by the IASB.\n\n \n\nKarooooo’s internal control over financial\nreporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately\nand fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded\nas necessary to permit preparation of financial statements in accordance with IFRS, and that receipts and expenditures are being made\nonly in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or\ntimely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on our financial statements.\n\n \n\nBecause of its inherent limitations, internal\ncontrol over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can\nprovide only reasonable assurance with respect to financial statement preparation and presentation in accordance with IFRS.\n\n \n\nManagement assessed the effectiveness of the\nCompany’s internal control over financial reporting as at February 28, 2026. In making these assessments, management used the criteria\nset forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in “Internal Control— Integrated\nFramework (2013)’’ and assessed the current process as effective as February 28, 2026.\n\n \n\n106\n\n \n\n \n\n**C.****ATTESTATION\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**\n\n** **\n\nAs Karooooo is still classified as an Emerging\nGrowth Company (“EGC”), under the Jumpstart our Business Startups Act (JOBS Act), the effectiveness of internal control over\nfinancial reporting as at February 28, 2026 need not be independently audited by the independent registered public accounting firm. This\nexemption was applied in the current reporting cycle and our independent auditor has not audited the effectiveness of our internal control\nover financial reporting.\n\n \n\n**D.****CHANGES\nIN INTERNAL CONTROL OVER FINANCIAL REPORTING**\n\n** **\n\nDuring the financial year ended February 28,\n2026, we completed the remediation of the material weaknesses identified in relation to privileged user access and change management\ncontrols relating to certain of our systems as well as journal processing controls in one of our subsidiaries as at February 28, 2025,\nas previously disclosed in our Annual Report on Form 20-F for the financial year ended February 28, 2025. As part of our efforts to improve\nour internal control over financial reporting, following our identification of the material weaknesses, we enhanced our control procedures\nand attributes, and subsequently implemented revised controls.\n\n \n\nBased on our Section 404(a) assessment, our management\nconcluded that, as at February 28, 2026, our internal control over financial reporting was effective. Other than the remediation activities\ndescribed above, there were no changes in our internal control over financial reporting that occurred during the year ended February\n28, 2026 that have materially affected, or are reasonably likely to materially affect, the Group’s internal control over financial\nreporting. As part of our ongoing project to evaluate and enhance our internal control over financial reporting, we expect to continue\nto refine our internal control over financial reporting.\n\n \n\n**Limitations on effectiveness of controls\nand procedures**\n\n** **\n\nIn designing and evaluating the disclosure controls\nand procedures and internal control over financial reporting, management recognizes that any controls and procedures, no matter how well\ndesigned and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of\ndisclosure controls and procedures and internal control over financial reporting must reflect the fact that there are resource constraints\nand that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their\ncosts."}