{"url_path":"/sec/karo/10-k/2026/item-4","section_key":"item-4","section_title":"Item 4 INFORMATION ON THE COMPANY**","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":9384,"has_tables":true,"body_markdown":"**Item\n4. INFORMATION ON THE COMPANY**\n\n** **\n\n \n**A.**\n**HISTORY\nAND DEVELOPMENT OF THE COMPANY**\n\n** **\n\nWe\nwere founded in 2001 in South Africa with an initial focus on SVR services in the region. We have strategically grown our business\nand are now a global provider of a leading operational intelligence platform. Our operational intelligence platform serves as the\ncentral nervous system for connected operations, integrating vehicles, assets field workforce and operational workflows into a\nsingle intelligent ecosystem. Through proprietary hardware technology and software, the platform captures, processes and analyzes\nreal-world operational data, transforming billions of data points into actionable intelligence that helps customers make faster,\nbetter decisions across safety, productivity, compliance, cost control and service execution. Delivered through intuitive\ncloud-based applications, the platform combines operational visibility, workflow automation, AI-powered video intelligence and\ndecision-support capabilities to help businesses improve performance, reduce risk and operate more efficiently at scale.\n\n \n\nIn\n2020, we moved our global headquarters to Singapore, where we believe we have access to the talent and capital to maintain and further\nour technological and operational leadership in the industry. Since our founding, we have gained vast expertise and enhanced our business\nin the following areas:\n\n \n\n \n●\nDeveloping\nnew software applications such as fleet management, mobile asset tracking, workforce management, video solutions including AI-assisted\nvideo, logistics management;\n\n \n\n \n●\nDeveloping\ncapabilities in data management at scale as well as a broad range of communication technologies and protocols;\n\n \n\n43\n\n \n\n \n\n \n●\nExpanding\nour sales and marketing focus to include commercial fleets of all sizes; and\n\n \n\n \n●\nExpanding\nour geographic footprint to meet the needs of our customers who are increasingly global with larger, more complex fleets and requirements.\n\n \n\nOur\nsingle user interface and fully integrated operational intelligence platform runs agnostically on a multitude of leading IoT devices,\nincluding internally developed cutting-edge devices, direct integrations to OEM devices and strategically cost-effective smart IoT devices\nfrom third parties and customer pre-owned devices. This enables us to deliver a unified and comprehensive service to our customers while\nmaintaining control of our cost structure. Our discreet, sophisticated smart devices stream data to the platform, facilitating informed\ndecisions about optimal asset efficiency and productivity, including live tracking and location of assets. Customers utilize the platform\nthrough an easily accessible web-based portal or mobile application, which is designed to be easy to deploy across our customers’\nentire mobile asset fleet. Our devices can be installed in a range of mobile assets independent of asset procurement, allowing our customers\nto integrate our solutions in existing or new vehicles. Our platform includes a wide range of reliable services to effectively serve\nthe needs of a geographically diverse range of clients.\n\n \n\nAs\npart of a limited strategy to distribute our operational intelligence platform through independent business owners, our solutions are\nsold through independent licensees in Botswana, Malawi, Rwanda and Zimbabwe, who entered into franchise agreements and have exclusive\ngeographic licenses to market and sell our solutions in exchange for royalty payments. Revenue generated by licensees was 0.1% of our\ntotal revenue for the financial year ended February 28, 2026, 0.1% of our total revenue for the financial year ended February 28, 2025\nand 0.1% of our total revenue for the financial year ended February 29, 2024.\n\n \n\nWe\nare subject to the information requirements of the Exchange Act. In accordance with these requirements, we file reports and furnish other\ninformation as a foreign private issuer with the SEC, including annual reports on Form 20-F and reports on Form 6-K. The SEC maintains\nan Internet website that contains reports and other information regarding registrants, like us, that file electronically with the SEC.\nThe address of that website is www.sec.gov. We also make available on our website, free of charge, our annual reports on Form 20-F and\nthe text of our reports on Form 6-K, including any amendments to these reports, as well as certain other SEC filings, as soon as reasonably\npracticable after they are electronically filed with or furnished to the SEC. Our website is https://karooooo.com/. The information on\nthese websites, and any other website referenced herein, is not part of this report except as specifically incorporated by reference\nherein.\n\n \n\n \n**B.**\n**BUSINESS\nOVERVIEW**\n\n** **\n\n**Overview**\n\n** **\n\nOur operational intelligence platform serves as the central nervous\nsystem that maximizes the value of operations and workflow data by providing insightful and actionable intelligence to thousands of enterprise\ncustomers. Our platform delivers operational intelligence that simplifies decision-making by seamlessly unifying and contextualizing data\nfrom a wide range of sources, including OEM devices and proprietary devices, as well as open APIs. By consolidating business operations\ninto a single, centralized hub, we enable our customers to overcome complex operational challenges related to safety, compliance, productivity,\nservice delivery, cost control, fuel management, maintenance, routing, resource allocation, and workforce retention.\n\n \n\nOur\nbusiness is vertically integrated, which affords us complete autonomy with regards to the development of the capabilities and features\nthat differentiate our applications as well as the speed of our innovation. Since we own and control almost every aspect of our most\nadvanced smart device design, platform innovation and software application development, client acquisition and onboarding, customer service\nand the management of our back-end support, we are able to move quickly without any significant third-party dependencies and inefficiencies.\n\n \n\n44\n\n \n\n \n\nWe\nserve customers in more than 20 countries across four continents, supporting approximately 2.7 million subscribers with their vehicles\nand equipment connected to the Cartrack operation intelligence platform as at February 28, 2026. Our highly scalable platform serves\nlarge multinational enterprises and individual consumers alike, enabling us to address a large, growing and underpenetrated global market.\nWe collect more than 300 billion data points per month.\n\n \n\nOur\nproprietary operational intelligence platform acts as a central nervous system for connected vehicles and other mobile assets, such as\nconstruction equipment, generators, refrigeration units, trailers and boats. Our platform collects, processes, and analyzes data via\ntwo-way communication with our proprietary hardware technology or third-party devices in each vehicle or other asset, providing our users\nwith visibility into their fleets from a single, user friendly interface with reporting and tracking capabilities that deliver actionable\ninsights in real-time. Our intuitive web-based applications provide a comprehensive set of software features for managing fleets and\nrelated workforces without the need for customers to incur upfront information technology costs and include advanced functionality such\nas real-time high speed video streaming.\n\n \n\nWe\nprovide customers with the flexibility to deploy our solutions across a range of vehicles, including electric vehicles, and other assets\nand to use our platform alone or in conjunction with the systems of OEM’s and other third parties. We are committed to the continued\nenhancement of our customer experience and retention by driving innovation in the platform, adding functionality, new software features\nand integration with OEM solutions. The benefits of our platform to our customers include increased productivity, efficiency, sustainability,\nand regulatory compliance. We empower our customers, which range from consumers to large enterprise fleets, with actionable intelligence\nto enhance profitability, better serve their customers, and strengthen safety and security. We define customers at the enterprise or\nconsumer level and subscribers as each vehicle or asset we service.\n\n \n\nOur\nprincipal expenditure includes costs related to Sales and Marketing, General and Administration and Research and Development, as more\nfully described further on in this annual report. Capital expenditure, including commitments, are also described further below.\n\n \n\n**Our\nOperational Intelligence Platform and its Key Strengths**\n\n** **\n\nWe\nhave built one platform with vertically integrated operations and we offer a: -\n\n \n\n**Broad\narray of mobility applications**. We offer real-time connectivity services through mobile devices to manage the deployment of people,\nvehicles and the tasks that they are required to perform. This includes communications, analytics, accounting, live video streaming,\nworkforce management and an array of medical and roadside assistance services that are applicable to taxi/ridesharing, public transit\nsystems and logistics businesses. With fleet management, mobile asset accounting, workforce management, and a broad set of additional\nsoftware features, we offer a highly functional, unified platform for smart transportation management and analytics delivered through\na single screen.\n\n \n\n**Highly\nscalable vertical operational intelligence platform***.*Our cloud architecture enables us to quickly and reliably add thousands\nof mobile subscriptions and integrate their corresponding data streams each month, including data from sources such as OEMs and other\nthird-party devices. Our easy-to-use interfaces for iOS and Android, as well as our online desktop platform, make it seamless for users\nto switch between devices, and our internally developed operational intelligence platform caters to all types of vehicle propulsion methods\n(internal combustion, hybrid, and electric) and allows for flexible integration with all major OEM hardware and software platforms.\n\n \n\n**Large\nand growing global infrastructure.**Our business is vertically integrated in the design, development, production, and deployment\nof our hardware and software offerings. Unlike many of our competitors, almost all of our systems and products that we use are proprietary.\nOur vertically integrated model allows us to provide our customers with the benefits of lower costs and greater flexibility without third-party\nvendor lock-in. Our R&D center in Singapore is staffed exclusively by our employees and is positioned to ensure our continued access\nto world-class talent in Southeast Asia. To provide leading service in installations, customer support, and vehicle recovery, we have\nestablished a comprehensive branch network of automotive technicians with rapid-response capabilities in more than 20 countries in which\nwe or our licensees operate and more than 1,000 mobile workshops to serve customers globally around-the-clock. Our customer focused approach\nto service is key to our leadership position in the industry.\n\n \n\n45\n\n \n\n \n\n**Deep\ndomain expertise, industry knowledge, and institutional intellectual property**. Our experienced R&D and management teams have\naccumulated vast experience in the fields of data operations, GSM, radio frequency, and satellites, as well as emerging and next-generation\ntechnologies such as LPWAN and V2X communications. Each of our proprietary smart devices is compact, facilitating effective concealment,\nand is transferable from one vehicle to another. Personal safety considerations, specialized fleet management, and regulatory compliance\nwill continue to require the design and development of proprietary hardware. Our trained automotive technicians carry out installations\nwith electronic connections kept at a minimum so as not to interfere with the vehicle’s electronic systems. Our products and installations\nare endorsed by a number of insurers and motor vehicle manufacturers.\n\n \n\n**Culture\nof service and innovation.** The values at the heart of our culture — accountability, integrity, service orientation, relationships,\nand an entrepreneurial mindset — are core drivers of our success. As we have grown from a small South African company to a global\nenterprise with approximately 2.7 million subscribers, we have maintained a start-up culture that eschews hierarchy and where individual\nownership, agility and an entrepreneurial mindset remain key features of our everyday behaviors and operations. Operational efficiency\nand disciplined execution are hallmarks of our culture. We have a highly proven service delivery track record and are known for being\nquick to deploy and fast to respond.\n\n \n\n**Key\nBenefits to Our Customers**\n\n** **\n\nThe\nrelatively low monthly cost and material return on investment realized by our customers favorably positions us in both weak and strong\nmacroeconomic environments. Our operational intelligence platform provides the following key benefits to our customers:\n\n \n\n**Increased\nsafety:**According to Frost & Sullivan, Video Telematics can lower driver distraction by 80%, reduce speeding by 65%, increase\nseatbelt use by 70% and reduce collisions by 60%. Furthermore, the implementation of forward-looking collision avoidance technology could\nreduce rear-end crashes by 28%, fatalities by 44% and injuries by 47%.  In addition, Video Telematics can reduce accident claims\nby 25%. (Frost & Sullivan – Video Telematics is a New Safety Norm for Commercial Fleets: AI Powered Video Telematics –\nThe Revolutionary Safety Tool; June 2020).\n\n \n\nIn\na recent survey of fleet managers by Samba Safety, 39% of respondents indicated they have experienced reduced insurance premiums through\ninsurer offered discounts and 25% have benefited from reduced premiums as a result of a reduction in accidents. (2024 Telematics Report\nConnecting the Dots on Strategies & Adoption).  We believe that the AI-enabled real-time feedback through our platform enables\ncoaching of drivers to engage in behavior that lowers fuel consumption, reduces maintenance costs and improves on-road safety.\n\n \n\n**Lower\noperating costs.** According to Boodlal and Chiang research by the U.S. Department of Transportation shows that implementing telematics\ncan reduce unsafe driving by 60%, which can translate into profit margin increases of 30% in commercial fleets as well as reduced emissions.\n(Study of the Impact of a Telematics System on Safe and Fuel-Efficient Driving in Trucks, by Boodlal, Leverson; Chiang, Kun-Hung; 2014-04-01).\n\n \n\nAccording\nto a 2018 report by a third-party consulting firm, the use of fleet telematics and predictive analytics can generate significant operational\nefficiencies. The reports suggests that predictive maintenance techniques can reduce maintenance costs by 5%-10%; optimization of maintenance\nsupply chains can improve asset availability by 10%-30% while lowering inventory costs; and improved alignment of fleet capacity with\nactual demand can reduce fleet size by 15%-30%.\n\n \n\nIn\naddition, the report indicates that vehicle monitoring systems can reduce preventable accidents by 20% to 30% by identifying and addressing\nrisky driving behavior.\n\n \n\n46\n\n \n\n \n\n**Increased\nworkforce and asset productivity**. Real-time fleet oversight and analysis of data can assist fleet managers in planning better\nroutes and times for vehicles to be on the road, as well as planning maintenance through alerting and scheduling. Route management and\ntraffic mapping, powered by our operational intelligence platform, can reduce the distance traveled by each vehicle. By providing an\nvertically integrated platform for data, analytics and communications, driver and dispatch teams can work together more efficiently and\nempower management with greater insight into key performance indicators of asset and employee performance such as utilization, service\nintervals and billable hours.\n\n \n\n**Stability\nand reliability.**Cartrack utilizes the GSM/LTE network to facilitate reliable communication between our platform and telematics\ndevices. This technology enables recovery teams to accurately locate stolen vehicles and allows customers to track the movement of their\nvehicles via the web or mobile applications. GPS satellite technology provides users with accurate positioning and monitoring of the\nvehicle fleet. Secondary radio homing beacons enable air and ground response teams to locate vehicles in areas where coverage may be\nsparse. Customers also further benefit from our consistent system uptime.\n\n \n\n**Road\nsafety and accident management.**The World Health Organization estimates that road traffic crashes cost most countries 3% of their\ngross domestic product, illustrating the importance of improving driver habits and monitoring commercial vehicles. Powered by industry\nleading AI, we provide comprehensive driver behavior monitoring and measurement applications which are easily integrated into vehicles\nto extract and analyze significant amounts of data to improve driver behavior. In addition, deployment of in-vehicle telematics sensors\nto monitor activity on-road and within a vehicle provides performance benefits and critical data in the event of a collision.\n\n** **\n\n**Our\nOpportunity**\n\n** **\n\nThere\nis a significantly underpenetrated global opportunity in mobility data analytics for smart transportation. According to Allied Market\nResearch, the automotive OEM telematics global market opportunity is expected to grow from $96.3 billion in 2024, and is projected to\nreach $321.3 billion by 2032, registering a CAGR of 16.3% from 2024 to 2032.  On-the-ground operations present an attractive opportunity\nand may account for more than 40% of global GDP, based on market research and analysis from multiple third-party sources including the\nWorld Bank and the CIA. We believe a large portion of spending in the sector today is for outdated telematics offerings that do not provide\nthe next-generation capabilities required by today’s customers across a broad range of transportation and mobility use cases. In\n2024, Fitch Solutions estimated there will be more than 1.7 billion vehicles in the world, including more than 438 million commercial\nvehicles, increasing to 2.1 billion total vehicles by 2032, including more than 544 million commercial vehicles.\n\n \n\nFrost\n& Sullivan estimates that approximately 26% of commercial vehicles in South Africa were equipped with telematics devices in 2023,\nwhile Berg Insight estimates that fleet management system penetration rates in Southeast Asia and Europe in 2024 were 17.5% and 26.7%,\nrespectively. (https://www.berginsight.com/fleet-management-in-southeast-asia and https://www.berginsight.com/fleet-management-in-europe)\nThe low adoption rates suggest an underpenetrated market opportunity with significant growth runway.\n\n \n\nOur\ngrowth opportunity extends to the two-wheeler market. According to Berg Insight, the global installed base of registered motorcycles,\nscooters and mopeds totaled approximately 888 million vehicles at the end of 2023. Berg Insight projects that the number of active two-wheeler\ntelematics systems will grow from 17.2 million in 2024 to 30.8 million in 2029, reflecting a CAGR of 12.3%. We believe the large concentration\nof motorcycles, scooters and mopeds in Southeast Asia, combined with the expected growth in telematics adoption, creates a meaningful\nopportunity for our products and services in the region. (https://www.berginsight.com/the-motor-powered-two-wheeler-telematics-market)\n\n \n\nThere\nis also a large global opportunity in video telematics solutions that improve driver safety and reduce operating costs. According to\nMordor Intelligence, the installed base of video telematics is expected to grow from 9.74 million units in 2025 to 22.19 million units\nin 2030, a CAGR of 17.8%.** **Frost & Sullivan also expects 40% of global commercial fleets to deploy truck\nvideo telematics systems by 2030. (https://store.frost.com/truck-video-telematics-market-global-2025-2030.html).\n\n \n\nAdditionally,\nwe are continuously identifying new avenues of growth from our data analysis and monetization.\n\n \n\n47\n\n \n\n \n\n**Our\nGrowth Strategy**\n\n** **\n\nOur\nlong-term growth is driven by five key factors:\n\n \n\n**Growth\nof OEM connected devices.** Our operational intelligence platform is device agnostic and we currently have agreements with more\nthan 10 OEM platforms whereby we collect vehicles diagnostic and safety data from the OEM telemetry devices. Increasing global access\nto these OEM devices will further drive demand for our complementary solutions and services. Further, we conduct aftermarket installations\nin collaboration with OEMs.\n\n \n\n**Deeper\ninsights from data and platform.** Our customers increasingly rely on our operational intelligence platform to optimize and manage\ntheir physical operations. In response to this growing demand, we remain committed to ongoing innovation. We focus on improving and expanding\nplatform and product capabilities, and enhancing operational capacity to support growth across our target markets.\n\n \n\n**Global\ndemand.** We are experiencing increased global demand for connected vehicles, devices, and mobility data, which supports our geographic\nexpansion efforts. Market penetration remains low to moderate across all regions, presenting a significant growth opportunity. We are\nfocused on delivering scalable, customer-centric solutions that provide rapid and measurable value to both enterprise and consumer customers.\n\n \n\n**New\nplatform enhancements.**We continue to expand our operational intelligence platform to address our customers’ most critical\noperational and business priorities. Our investments in research and development focus on meeting customer expectations. Our product\nportfolio includes MiFleet, an intuitive administrative and vehicle cost accounting solution, and Delivery, a mobile-enabled workforce\nmanagement application. Delivery supports key business processes such as stock control, electronic proof of delivery, invoicing, business\nintelligence, OEM integrations, job dispatch, and advanced messaging through its routing capabilities.\n\n \n\n**Significant\nbarriers to entry.**We operate in a market characterized by significant barriers to entry, which contribute to our competitive\nadvantage. These include the fragmented nature of the global market, substantial upfront capital requirements to develop and deploy infrastructure\nat scale, and the need for sustained investment in research and development to remain at the forefront of technological innovation. Additionally,\nthe capital required to fund device and installation costs further elevates the barrier for new entrants. Our strong execution culture\nand customer-centric approach further differentiate us in the marketplace. The industry has increasingly transitioned from upfront hardware\nand installation payments to recurring subscription models, where service providers retain ownership of the deployed telemetry devices.\nThe rising demand for solutions with no upfront costs presents a challenge for smaller vendors and new entrants lacking the scale and\nfinancial resources to compete effectively. Further, it is difficult for new entrants to ensure a high level of service without scale\nof technical personnel capable of servicing customers whose operations span multiple cities and require IoT device installations across\nvarious assets.\n\n \n\nWe\nintend to pursue the following growth strategies:\n\n \n\n**Expand\nour customer base.**Our global market penetration remains relatively low to moderate, which we believe presents a significant\nopportunity to expand our customer base across international markets. We anticipate that future demand growth will be driven by the continued\nproliferation of mobile assets and a diverse range of emerging smart mobility use cases. These include ongoing customer needs to enhance\nefficiency, reduce costs, improve safety, mitigate risk, compliance and governance. We expect this demand to outpace overall global fleet\ngrowth as broader adoption of mobility solutions accelerates in response to demonstrated value. Additionally, we foresee increased demand\nfrom governments, businesses, and consumers, particularly in regions experiencing increased regulations. We serve a wide spectrum of\ncustomers across multiple industries and remain focused on expanding our subscriber base.\n\n \n\n48\n\n \n\n \n\n**Increase subscription sales to existing\ncustomers.**Our continued focus on R&D and innovation enables us to develop new features and capabilities tailored to the growing\nand diverse demands of our global customer base. With approximately 2.7 million subscribers as at February 28, 2026, we see significant\npotential to expand our subscription revenue by driving increased subscriber adoption and engagement with additional products like video\nand Cartrack-Tag and newer features and capabilities of our platform. Our existing customer base represents a significant opportunity\nfor further subscription sales expansion.\n\n \n\n**Expand\nour geographic presence worldwide.**While South Africa remains a key market, we anticipate stronger subscriber growth in the Asia-Pacific\nregions. This expectation is based on several factors, including larger and growing populations, higher economic growth rates, a favorable\ncompetitive environment characterized by low market penetration and less sophisticated incumbent solutions, and the increasing scale\nof our established operations in these regions. We also expect demand to be driven by the need to improve road safety and reduce environmental\nimpact, particularly in markets where vehicle populations are projected to increase significantly amid existing traffic congestion and\npollution challenges. In addition, we are evaluating further expansion in Europe. Our operations in other parts of Africa, while currently\nlimited in scale, are considered strategically important. As we expand the scope of our offerings, we believe we are well positioned\nto efficiently deploy our solutions across the global fleets of existing multinational customers as we enter new geographies where they\nalready operate.\n\n \n\n**Our\nVertically Integrated Operational Intelligence Platform**\n\n** **\n\nOur\noperational intelligence platform simplifies decision-making by seamlessly unifying and contextualizing data from a wide range of sources,\nincluding proprietary devices, third party devices such as OEM devices, as well as data collected from our customers’ back-office\nsystems via APIs. By consolidating data relating to business operations into a single, centralized hub, we enable our customers to overcome\ncomplex operational challenges such as safety, compliance, eco-driving, productivity, service delivery, cost control, maintenance, routing,\nrisk mitigation, inventory control, resource allocation including vehicle utilization management, and workforce management. Powered by\nour extensive data asset, AI, and robust analytics, our platform delivers actionable insights that drive meaningful improvements to our\ncustomers’ physical operations.\n\n \n\nOur\nplatform is accessible to users via web interface and mobile applications, offered via monthly subscription and DaaS offered via monthly\nsubscription should the customer use their own fleet or on a cost per delivery should our customer leverage on third party drivers. Our\napplications are highly integrated to avoid the need for multiple interfaces, and include free application programming interface (“API”)\nintegrations with third party systems such as enterprise resource planning (“ERP”) systems.\n\n \n\nOur vertically integrated operational intelligence\nplatform is designed to help customers address critical operational challenges across their physical operations through a single, integrated\necosystem of software AI, connected IoT technologies and data driven intelligence. Key customers use cases include:\n\n \n\n**Commercial Applications**\n\n** **\n\n●Our **safety**solutions help organizations reduce accidents, improve\ndriver behavior, protect their brand, employees and assets, and lower insurance and liability costs. By combining AI-powered monitoring\nwith real-time alerts and coaching tools, customers can proactively build a safety-first culture where risky behaviors are identified\nand addressed before incidents occur.\n\n \n\n●AI-enabled driver and road monitoring cameras\nthat detect distracted driving, fatigue, mobile phone use, tailgating and other unsafe behaviors and live alert drivers so they can correct\ntheir behavior in real-time.\n\n \n\n49\n\n \n\n \n\n●Cloud-enabled\ncameras enable video selection, replay, and analysis for detailed visibility into events\nand claims management.\n\n \n\n●Gamified\ndriver scorecards that are tailored to individual business priorities to gain driver buy-in\nand provide objective measurement and improvement monitoring.\n\n \n\n●Driver\ncoaching tools that provide feedback and training opportunities to improve driving performance\nover time.\n\n \n\n●Real-time\nalerts and notifications for managers that enable immediate intervention when high-risk events\noccur and provide critical context into the magnitude of problems.\n\n \n\n●Incident\nreporting, such as accident reporting, and analysis that helps organizations understand root\ncauses and implement corrective actions.\n\n \n\n●Our\n**fleet visibility, operational control and resource management** solutions provide organizations\nwith real-time oversight of vehicles, equipment and field operations. This enables better\nresource allocation, improved utilization and greater operational transparency across distributed\nworkforces.\n\n \n\n●Vehicle\nsharing and digital access management that enables secure keyless vehicle access and automated\nreservation workflows, allowing organizations to efficiently share vehicle resources, improve\nutilization and reduce administrative complexity.\n\n \n\n●Real-time\nvehicle tracking that provides live location and routing visibility across fleets, alongside\nfield activity monitoring that helps managers track workforce movements and operational progress.\n\n \n\n●Mobile\nasset tracking and inventory management for powered and non-powered assets, including trailers\nand other mobile assets to help customers reduce losses, improve equipment utilization and\nautomate inventory processes.\n\n \n\n●Integration\nwith specialized IoT sensors that provide additional visibility into productivity, cargo\nmanagement and operational execution excellence such as temperature monitoring, cement mixer\nmovements, power take offs, cargo doors opening or closing and more.\n\n \n\n●Geofencing\ncapabilities that generate alerts when assets enter or leave designated locations and provide\nvisibility into productivity.\n\n \n\n●Fleet\nutilization analytics that identify opportunities that identify underused or overused assets\nto improve asset productivity.\n\n** **\n\n●Our\n**dispatching, routing and service execution** solutions help **delivery and in-field\nservice**organizations improve workforce productivity, standardize processes and enhance\ncustomer service. By optimizing schedules, digitizing workflows and providing real-time job\nvisibility, customers can execute work more efficiently, make workers’ lives easier\nand scale operations for effectively.\n\n \n\n●AI-powered\nroute optimization that identifies the most efficient travel paths across all work and available\nvehicles and workers.\n\n \n\n●Dynamic\ndispatching tools that enable job allocation based on availability, location and priority,\nincluding finding the nearest driver and offer easy live navigation capabilities for drivers.\n\n \n\n50\n\n \n\n \n\n●Digital\njob allocation and scheduling that assigns work efficiently across teams, with real-time\njob progress tracking that provides visibility into work completion.\n\n \n\n●Real-time\ncommunication tools that connect dispatchers and mobile workers safely.\n\n \n\n●Workflow\nmanagement tools that standardize operational processes and give workers all the details\nneeded to successfully complete work.\n\n \n\n●Performance\nmonitoring and reporting that supports workforce optimization.\n\n \n\n●Electronic\nproof-of-service capabilities that capture signatures, photos and other documentation.\n\n** **\n\n●Our\n**maintenance and asset lifecycle management** solutions help organizations maximize uptime,\nreduce repair costs and extend the useful life of vehicles and equipment. By proactively\nmonitoring asset health and maintenance requirements, customers can minimize unplanned downtime\nand improve operational reliability.\n\n \n\n●Customizable\ndigital vehicle inspection forms with maintenance integration and alerts that are triggered\nat intervals of the customer’s choice to help proactively identify issues.\n\n \n\n●Vehicle\nand equipment health monitoring and diagnostics that provide visibility into asset condition\nfor more proactive repairs.\n\n \n\n●Preventive\nmaintenance scheduling with reminders that reduce the risk of missed service intervals to\nensure servicing occurs at the appropriate intervals.\n\n \n\n●Digitalized\nrepair and service tracking that provides a complete maintenance history for each asset.\n\n \n\n●Asset\ncost management and lifetime analytics that help organizations understand total cost of ownership\nand support asset replacement and investment decisions.\n\n \n\n●Our\n**fuel management and fraud detection** solutions help organizations control one of their\nlargest operating expenses while reducing the risk of theft, misuse and unauthorized transactions.\nBy providing detailed visibility into fuel consumption and purchasing activity, customers\ncan improve efficiency and reduce costs.\n\n \n\n●Fuel\nconsumption monitoring that tracks real-time fuel levels and usage across vehicles and assets\nto support cost reduction initiatives and ensure up-time for remotely located machines.\n\n \n\n●Fuel\nefficiency analytics that identify opportunities to reduce consumption.\n\n \n\n●Fuel\ncard integration and refuel reporting that consolidates transaction data for automated claim\nvalidations and analysis.\n\n \n\n●Fraud\ndetection tools that identify suspicious transactions and anomalies, and theft and misuse\nmonitoring that helps detect unauthorized fuel activity.\n\n \n\n51\n\n \n\n \n\n●Our\n**cost control and operational intelligence** solutions help organizations transform operational\ndata into actionable insights that drive better decision-making. By providing comprehensive\nanalytics and reporting capabilities, customers can identify inefficiencies, reduce costs\nand improve overall business performance.\n\n \n\n●Automation\nof reporting to fit into existing workflows for effective execution on insights.\n\n \n\n●Tailored\nbusiness intelligence dashboards that provide visibility into key operational metrics.\n\n \n\n●Advanced\nreporting tools that support detailed performance analysis that can be customized to different\nbusinesses.\n\n \n\n●Operational\nanalytics that identify trends, risks and improvement opportunities and executive performance\nmonitoring that supports strategic decision-making.\n\n \n\n●AI-enabled\ninsights and recommendations that help organizations take proactive action.\n\n \n\n●Our\n**enterprise integration and workflow automation** solutions help organizations connect\noperational intelligence with existing business systems and processes. This enables seamless\ndata sharing, reduces manual work and improves operational efficiency across the enterprise,\nfurther amplifying our platform as the backbone of their operation.\n\n \n\n●ERP\nsystem integration that connects operational data with financial and business processes.\n\n \n\n●OEM\nplatform connectivity that incorporates manufacturer-provided vehicle and equipment data.\n\n \n\n●Fuel\ncard integrations that consolidate fuel transaction information.\n\n \n\n●Third-party\ntechnology integrations that support broader ecosystem connectivity.\n\n \n\n●Workflow\nautomation tools that streamline repetitive operational tasks and processes.\n\n \n\n●Our\n**delivery-as-a-service**solution (Karooooo Logistics, formerly Picup) helps organizations\nstreamline delivery operations, improve delivery performance and enhance customer experiences\nas well as scale their operation beyond their current resources in a capital light model.\nThe platform supports a wide range of logistics models, including owned fleets, third-party\ncarriers and crowd-sourced delivery networks.\n\n \n\n●Access\nto a fleet of third-party delivery drivers that enables flexible delivery capacity.\n\n \n\n●Last-mile\ndelivery orchestration that coordinates delivery activities across multiple resources.\n\n \n\n●Long-haul\ntransportation support for regional and national logistics networks.\n\n \n\n●Third-party\ncarrier management that provides visibility into outsourced delivery operations.\n\n \n\n●Enterprise\nsystem integration that connects logistics workflows with existing business applications\nto enable powerful and highly controlled workflows including stock control, invoicing, electronic\nproof-of-delivery, and mobile workforce management.\n\n \n\n●Delivery\ntracking and status updates that improve operational visibility and customer communication.\n\n \n\n52\n\n \n\n \n\n●Our\n**risk management** solutions help organizations identify, monitor and mitigate operational\nrisks across vehicles, assets, drivers and field operations. By combining real-time visibility\nand alerts, AI-enabled insights, automation and digital workflows, customers can proactively\nreduce incidents, strengthen governance and improve operational resilience.\n\n \n\n●Real-time\nrisk monitoring and alerts that enable immediate visibility into high-risk events, operational\nexceptions and policy violations.\n\n \n\n●Risk\nreporting and analytics that provide management with visibility into key risk indicators,\ntrends and mitigation performance across the organization.\n\n \n\n●Video\nevidence and incident management tools that support investigations, claims management and\nroot cause analysis.\n\n \n\n●Digital\ninspections and risk assessment workflows that help identify hazards, enforce operational\nstandards and maintain accurate audit records, this includes ensuring supervisors are on\nsite, gear is worn and workflows are followed.\n\n \n\n●**Asset\nRecovery** Our outsourced SVR and asset recovery services assist vehicle owners, police\nand insurance companies with the recovery of vehicles and other assets that have been stolen.\nThis service includes around-the-clock assistance with real-time tracking, dedicated technical\nteams, early warning alert systems, ground and air recovery teams dedicated to Cartrack,\noperating under local law licenses, specialized technologies for both GSM and radio frequency\nand repatriation assistance across international borders. The consistent recovery success\nrate is considered by management to be achieved through the high reliability standards of\nour operational intelligence platform, our smart in-vehicle devices, specialized installation\ntechniques, miniaturization, and a dedicated team of third-party rapid response recovery\nagents.\n\n \n\n**Consumer\nApplications in Southern Africa**\n\n** **\n\n \n●\n**Protector**\nis an all-encompassing safety package for all consumer vehicles. Following the installation of the Cartrack telematics device, consumers\ncan access a diverse set of software features and benefits, including:\n\n \n\n \n●\n\nA mobile application for real time movement management\nand communication\n\n \n \n \n\n \n●\nDigital logbook of vehicle usage used to automate government ready documentation for tax benefits related to trade of work vehicles.\n\n \n\n \n●\nAsset\nRecovery\n\n \n\n \n●\nAmbulance\nAssist (facilitating emergency medical outreach and response)\n\n \n\n \n●\nCrash\nAlert, a 24/7 monitoring system, which immediately triggers a dispatch for emergency services in response to a detected collision\nor accident\n\n \n\n \n●\na\npower event notification provides alerts upon vehicle battery disconnect\n\n \n\n \n●\nan\nignition sensor remotely reads ignition status and detects improper use\n\n \n\n53\n\n \n\n \n\n \n●\n**Car\nWatch** is a mobile application that lets users track and watch their vehicles from a distance. It includes alert notifications\nand the ability to sound an alarm remotely after unauthorized movements.\n\n \n\n**Specialist\nMobility Solutions**\n\n \n\n \n●\n\n**Cartrack\nTAG**, a next-generation wireless asset tag that extends our operational intelligence platform to any mobile asset in South Africa,\noffers asset tracking, even in areas with limited or no cellular connectivity:\n\n \n\n \n●\nPrimarily focused on asset management where monitoring the status and movement of non-powered or high-value assets is essential\n\n \n\n \n●\nRobust design with low maintenance requirements\n\n \n\n \n●\nEnsures reliable performance in demanding commercial environments\n\n \n\n \n●\n**Credit\nManagement**predicts payment cycles and facilitates active credit management for asset-based vehicle finance including accident\nreconstruction, driver behavior, reporting for maintenance services and fraud detection. Real-time alarms and alerts are used to\nprotect and secure assets.\n\n \n\n \n●\n**Insurance Telematics** allows insurers to tailor premiums for commercial and consumer customers using analytics provided by our platform. This data also can be used to better reconstruct accident scenes, making it more efficient to evaluate claims and drive behavioral change resulting in safer drivers, reduced risk and lower premiums.\n\n \n\n \n●\n**Electronic\nMonitoring.** In Singapore, we provide the platform for end-to-end electronic monitoring\nservices (“EMS”) that allows law enforcement agencies to monitor persons of interest, such as offenders on extended supervision,\nparole, home detention or community detention, including released prisoners in halfway care or who are in the process of being reintegrated\ninto society.\n\n \n\n**Next-Generation\nMobility Solutions**\n\n** **\n\nWe\nare constantly innovating to offer a range of additional mobility and monitoring solutions in select markets:\n\n \n\n \n●\n**Cartrack\nInsurance Agency**. Our insurance multi-quote or aggregator platform offers customers in South Africa the ability to obtain\na fast online quote from a panel of independent insurers at competitive rates, or if they choose, they can talk to a qualified consultant\nto advise on the appropriate insurance.\n\n \n\n**Smart\nIoT**\n\n** **\n\nCustomers\ndeploy our smart devices to collect real-time data from their vehicles and transmit this information to secure data centers for processing,\nwhich we manage via the Cartrack Private Cloud. Our operational intelligence platform components are designed to operate using a diverse\narray of communication technologies, including radio, satellite, and network protocols such as Sigfox and LoRa. We generally design,\ndevelop our devices and firmware in order to ensure their modularity and interoperability with our core subscription offering. We seek\nto increase device functionality and decrease device costs over time. We offer customers a subscription model with no up-front payment,\nreducing the capital investment required to access our operational intelligence platform.\n\n \n\nOur\nsolutions are both flexible and relevant across all industries and fleet sizes, and have the capability to track most types of assets.\nOur technology has proven to be scalable, with many use cases in many countries. We have collected large amounts of data, which we have\nin turn learned to process quickly and reliably. As we continue to grow, we leverage our data by integrating data science and AI more\ndeeply into our platform.\n\n \n\n54\n\n \n\n \n\nWe\nbelieve our modular, proprietary designs give us an advantage over competitors who rely solely on third-party telematics devices because\nwe are able to collect industry specific data through our devices tailored to our customers’ needs. Our devices can access and\nleverage CANBUS data, a system which enables communication between various parts of a vehicle, such as the engine control unit and airbags,\nwhich can be commercialized through collaborations with OEMs.\n\n \n\n**Our\nCustomers**\n\n** **\n\nOur\ncommercial customers operate across a range of industries. As at February 28, 2026 we served more than 125,000 commercial customers.\nWe focus on customer retention and engagement through ongoing monitoring of customer experience metrics and continuous enhancement of\nour support capabilities. Customer support is included with our subscription offerings and is available 24 hours a day, seven days a\nweek. Customers may access support through telephone chat, and email channels, and our team proactively engages with customers to help\nthem realize value from our solutions. Customer centricity is a core element to our culture and operating philosophy.\n\n \n\nRepresentative\ncustomers by geographical regions are listed below:\n\n \n\n**South\nAfrica**: Dis-Chem, Kenings Car Van and Truck Hire, Lancet, MAN South Africa, Pick n Pay, SA Taxi Mobalyz, Spartan, Swissport, The\nCourier Guy, The Woodford Group.\n\n \n\n**Africa**:\nAIDS Healthcare Foundation, BCI, British American Tobacco, ENHL-Bonatti, Gemfields Group, Handling, Mantrac, NCBA Kenya, Ryce Leasing,\nStanbic Bank, Transportes Carlos Mesquita.\n\n \n\n**Europe**:\nEurocash, Grupo Visabeira, Jeronimo Martins, Petit Forestier, Telefurgo, Zabka.\n\n \n\n**Asia-Pacific\nand Middle East**: AL Marwan, Asia Brewery, Coca-Cola, DHL, Diag, Dizon Farms, GetGo, KINTO, Ley Choon, Lootah, Lumens, Toyota Mobility\nSolutions.\n\n \n\n**Sales\nand Marketing**\n\n** **\n\nOur\nstrategy to scale in a region is to target small to medium-sized and large enterprises with subscriber volume. adding consumers and sole\nproprietors in selected markets. Alongside this, we build our distribution and customer care capabilities to support our growth We sell\nsubscriptions through our direct sales force across all regions.\n\n \n\n**Sales**\n\n** **\n\nWe\nsell subscriptions to our operational intelligence platform through our direct sales organization. Maintaining direct control of our\nsales force allows us to efficiently target individual consumers and sole proprietors, small to medium-sized businesses with local fleets,\nand large enterprise fleets.\n\n \n\nThe\nfocus of our sales efforts is to drive a high volume of transactions through a standardized and highly repeatable methodology. We focus\non the core challenges that fleet operators face in managing their fleet. We are able to provide prospective customers with an anticipated\nreturn on investment (ROI) calculation that enables us to tangibly demonstrate the benefits of our solutions and how they address the\nchallenges that they face. We highlight the insights that fleet operators gain from our reports and real-time alerts and how they can\nuse those insights to improve productivity, increase operating profitability and solve key business problems. We believe we effectively\nsell our solutions to large customers because our platform is competitively priced, easy to use, stable and delivers the required actionable\ninsights. We are also able to rapidly deploy our devices into a large fleet, making switching quick and easy. Additionally, the ease\nof use of our platform allows us to integrate our solutions with relative simplicity.\n\n \n\n55\n\n \n\n \n\nWe\nhave dedicated sales and marketing teams in each region using the following sales channels, depending on our customers’ needs and\nfleet sizes:\n\n \n\n*Inside\nsales and web sales*. Our primary sales channel to both consumers and commercial prospective customers is via our internal teams.\nThis is a key component of our go-to- market strategy and the teams have typically increased their sales productivity while lowering\nthe aggregate cost of subscriber acquisition to date. Our sales agents conduct their selling activities telephonically, in some cases\nusing live web demonstrations to convert sales leads to customers.\n\n \n\n*Field\nsales.*Our field sales team of relationship managers meet face-to-face with prospective customers and focuses on sales to small businesses,\nmedium-sized businesses and large enterprises. The field sales team is supported by an inside team of sales representatives.\n\n \n\nIn\naddition to the direct selling methods set out above, our field sales teams, with support from our inside sales team, work closely with\nautomobile dealerships, insurance companies and insurance brokers to generate channel-based opportunities for us to acquire new customers.\n\n \n\nFurthermore,\nboth the inside sales teams and field sales teams focus on assisting customers that are adding devices through fleet expansion or broader\nuse of additional applications or software features across their fleet. They monitor customer usage to ensure that customers are deriving\nthe maximum benefit from our offering.\n\n \n\n**Marketing**\n\n** **\n\nOur\nmarketing programs target both individual consumers, business owners and decision-making managers in multiple industries that operate\nfleets of commercial vehicles. Our marketing strategy is focused on lead generation and reinforcing customer engagement and thought leadership.\n\n \n\nLead\ngeneration is a core function of our business processes. We generate leads through a combination of internet-driven inbound activities\nand traditional outbound marketing activities.\n\n \n\n*Inbound\nleads*. Our inbound leads are largely generated through digital or internet-based marketing efforts. This involves extensive search\nengine marketing, search engine optimization, email marketing, direct internet traffic, social media platforms and purchased lead generations.\nOur demand generation programs vary depending on our target customer, industry or fleet size, and include marketing activities such as\nintegrated programs on the internet, outbound marketing campaigns targeted to prospective customers in key industries and geographies,\nattendance and sponsorship of trade shows, email lead generation and prospective customer follow up, and traditional public relations\nand website properties. We make use of social media to engage customers and prospective customers to generate interest, demand and leads.\n\n \n\n*Outbound\nleads*. Our outbound lead generation involves a variety of traditional marketing activities, including customer referral, purchased\nleads, direct mail, email marketing, cold calling, advertising, trade shows and in-person events and telemarketing. We accumulate marketing\nlists through a variety of sources, including purchased lists selected by industry and geographic demographics. We filter prospective\ncustomers by using industry knowledge to identify quality targets.\n\n \n\n**Our\nTechnology**\n\n** **\n\nWe\ndesigned our operational intelligence platform architecture for global access via an internet browser or mobile application. Updates\nto our platform are distributed instantaneously to all of our customers over the internet. Our solutions have been specifically built\nto deliver:\n\n \n\n \n●\na\nconsistent, intuitive end-user experience to limit the need for training and to encourage high levels of end-user adoption and engagement;\n\n \n\n \n●\nturnkey,\nout-of-the-box functionality;\n\n \n\n56\n\n \n\n \n\n \n●\nflexibility to design customized reports and alerts, including AI-enabled\nanalytics and intelligent event detection that help our customers gain insights into their their fleet, wokrforce and mobile assets;\n\n \n\n \n●\nintegration\nwith other systems such as OEM systems, fuel cards, GPS navigation devices, and customer information technology systems, such as\nwork order management and enterprise resource management systems;\n\n \n\n \n●\nscalability\nto match the needs of our growing customer base and their fleets; and\n\n \n\n \n●\nrigorous\nsecurity standards and high levels of system performance and availability demanded by our customers.\n\n \n\nOur\noperational intelligence platform is comprised of a telematics device that incorporates off-the-shelf components, including a cellular\nmodem, GPS receiver and memory capacity sufficient to run our proprietary firmware, which reports vehicle coordinates, time, speed, ignition\nstatus and mileage from satellite readings. This information is collected using an event-based algorithm (allowing the events collected\nto provide a road hugging presentation on the mapping layers) and then sent to our receivers at third-party data centers via a commercial\ncellular network. The information is then processed and delivered to our customers providing a wide range of live reporting, mapping\nand alerts designed to give customers business intelligence. This information can be accessed by our customers via an internet browser\nor mobile application as well as be sent to customers by email, an XML feed, or internet services.\n\n \n\nOur\noperational intelligence platform is deployed using a multi-tenanted architecture that scales rapidly to support additional subscribers\nthrough the addition of incremental commodity processing and storage hardware. This architecture flexibility allows us to sustain high\nlevels of uptime without degradation of system performance despite significant subscriber growth. Our existing architecture and infrastructure\nhave been designed with sufficient capacity to meet our current and anticipated future needs.\n\n \n\nWe\nuse many frameworks, most notably REACT developed by Facebook, and write the majority of our software in industry-standard software programming\nlanguages, such as JavaScript, python, PHP and C/C++. All software is deployed for our relational database management system. Apart from\nthese and other third-party industry standard technologies, our operational intelligence solutions have been specifically built and upgraded\nby our in-house development team.\n\n \n\n**Research\nand Development**\n\n** **\n\nThe responsibilities of our research and development\norganization, which consists of 244 full-time employees, include platform management, platform development, quality assurance and technology\noperations. Our investment in research and development is core to our business strategy and a key differentiator in the competitive landscape.\nAll of our research and development activities are performed in-house. Our primary research and development team is based in Singapore,\nwith additional research and development centers in South Africa, and Portugal.\n\n \n\nBased on feedback from our customers and prospective\ncustomers, we continuously expand our operational intelligence platform while enhancing and maintaining our core solution technology to\naddress evolving regulatory requirements, user needs and emerging industry trends. This includes the ongoing development of AI-enabled\ncapabilities that help customers drive business value from large volumes of operational data, automate workflows and make faster, more\ninformed decisions across their physical operations.\n\n \n\nWe develop new functionality with a view to full platform deployment\nfor use by all of our customers and avoid bespoke development, allowing us to scale innovation efficiently across our global customers\nbase.\n\n \n\n57\n\n \n\n \n\n**Operations**\n\n** **\n\nWe\nphysically host our operational intelligence platform principally in seven secure third-party data centers located in South Africa, Singapore,\nthe Netherlands, the United Arab Emirates and France. These data centers provide us with both physical security, including around-the-clock\nsecurity personnel, biometric access controls and systems security, including firewalls, encryption, redundant power and environmental\ncontrols. Our data centers maintained a consistent system uptime. We believe that our third-party hosting facilities are adequate for\nour current needs and that suitable additional capacity will be available as needed to accommodate planned expansion of our operations.\nWe believe our agreements with these third-party data centers are generally consistent with competitive market terms and conditions.\n\n \n\nOur\nplatform technology also includes switches, routers, load balancers, IDS/IPS and application firewalls from top-tier suppliers to serve\nas the networking infrastructure and high levels of security infrastructure for the network environment. We use rack-mounted servers\nto run our solutions and for content caching. We use storage area network (“SAN”) hardware with fiber channel and solid-state\ndrives at our data center locations. These SAN systems have been designed for high performance and data-loss protection, and we believe\nthat these systems have the capacity and scalability to support our anticipated growth for the foreseeable future.\n\n \n\nWe leverage a large team of employed installers worldwide to install\nour telematics devices, occasionally calling on third parties to assist with installation. Upon contracting with a new customer, we dispatch\nthe nearest installer to the customer’s place of business or a central location for installation of our telematics devices. Typically,\nthe full installation cycle is accomplished within five days from the date of contract. If a telematics device malfunctions in the field,\nwe use our installers to replace the device.\n\n \n\n**Our\nCompetition**\n\n** **\n\nThe\nrapidly evolving market for our solutions is competitive and highly fragmented in certain of our regions, particularly by geography and\ncustomer segment. We compete with point-to-point solution providers as well as other companies with service offerings designed to address\nsimilar needs as our solutions that range from small, regional providers to midsized multinational providers to large global providers.\nMany of our competitors offer fleet or mobile asset management software solutions to particular industry segments or in limited geographic\nregions. For example, we compete with Geotab Europe, WebFleet by Bridgestone (formerly TomTom), Masternaut (a Michelin Group Company)\nand Fleet Complete for commercial fleet management in Europe; we compete with Tracker, Netstar, Power Fleet (formerly MiX Telematics),\nGeotab and CTrack in South Africa; and we compete with a large and fragmented group of competitors in Asia and Africa. Many larger competitors\nhave entered the market in recent years through acquisitions of competing solutions, such as telecommunications provider Verizon acquiring\nFleetmatics, as well as tyre companies Bridgestone and Michelin acquiring TomTom and Masternaut, respectively. Some of our actual and\npotential competitors may enjoy competitive advantages over us, such as greater name recognition, longer operating histories, more varied\nservices, and larger marketing budgets, as well as greater financial, technical, and other resources.\n\n \n\nWe\nbelieve that the key competitive factors in our market include:\n\n \n\n \n●\nease\nof onboarding, initial setup and use;\n\n \n\n \n●\nplatform\nfunctionality, performance and reliability (speed and stability);\n\n \n\n \n●\nrelevant\nfeatures that best meet the needs of fleet operators;\n\n \n\n58\n\n \n\n \n\n \n●\nbusiness\nintelligence capabilities;\n\n \n\n \n●\ntechnology\narchitecture scalability;\n\n \n\n \n●\ncustomer\nservice; and\n\n \n\n \n●\ncost.\n\n \n\nWe believe that our efficient customer acquisition model, data driven\nbusiness intelligence approach to fleet management via a subscription-based business model, deep domain expertise and large user base\nenable us to compete effectively. We believe that many of our competitors rely on up-front hardware sales to finance their operations,\nposing a significant investment hurdle for certain customers. Additionally, many of these competitive offerings are difficult to deploy\nand use and lack other features required by customers.\n\n \n\nSome\nof our competitors have made or may make acquisitions or enter into partnerships or other strategic relationships to offer a more comprehensive\nservice than we do. These combinations may make it more difficult for us to compete effectively, including on the basis of price, sales\nand marketing programs, technology, or service functionality. We expect these trends to continue as companies attempt to strengthen or\nmaintain their market positions.\n\n \n\n**Seasonality**\n\n** **\n\nOur\nbusiness is not materially affected by seasonal trends.\n\n \n\n**Intellectual\nProperty**\n\n** **\n\nOur\nintellectual property rights are important to our business. We rely on a combination of trademark, copyright, and trade secret laws,\nas well as confidentiality procedures and contractual restrictions, to establish and protect our intellectual property rights. We also\nlicense technology from third parties. We believe our license agreements for third-party software and other intellectual property are\ngenerally consistent with industry standard terms and conditions. See “Risk Factors—Our operational intelligence platform\nrelies on specific third-party software and any inability to license or use such software from third-parties could render our platform\ninoperable.” Although the protection afforded by trademark, copyright, and trade secret laws, written agreements and common law\nmay provide some advantages, we believe that the following factors help us to maintain a competitive advantage: the technological skills\nof our research and development personnel; frequent enhancements to our solutions; and continued expansion of our proprietary technology.\n\n \n\n**Human\nCapital**\n\n** **\n\nAs at February 28, 2026, we had 7,395 full-time employees of which\n5,398 are located in South Africa, 309 are located in Africa-Other, 387 are located in Europe, and 1,301 are located in Asia-Pacific,\nMiddle East and USA.\n\n \n\nWe\nhave a team-oriented culture and encourage candor from our employees, which we believe helps us to succeed and drive operational excellence.\nWe also seek to, and have a history of, promoting from within our organization as well as hiring top talent from outside of our Group\nto expand our capabilities. We aim to hire individuals who share our passion, commitment and entrepreneurial spirit. We are also committed\nto diversity and inclusion because we believe that diversity leads to better outcomes for our business and enables us to better meet\nthe needs of our customers.\n\n \n\n59\n\n \n\n \n\n**C.****ORGANIZATIONAL\nSTRUCTURE**\n\n** **\n\nThe following table lists the entities which are controlled by the\nGroup.\n\n \n\n  \n  \nCountry of \n%\n\nholding  \n%\n\nholding \n\nCompany Name \nHeld by \nincorporation \n2026  \n2025 \n\nCartrack Holdings Proprietary Limited \nKarooooo Ltd \nSouth Africa \n 100.00  \n 100.0 \n\nKarooooo Management Company Pte. Ltd. \nKarooooo Ltd \nSingapore \n 100.00  \n 100.0 \n\nKarooooo Proprietary Ltd \nKarooooo Ltd \nSouth Africa \n 100.00  \n 100.0 \n\n**Karooooo\nCartrack Limited3** \nKarooooo Ltd \nUganda \n 100.00  \n 100.0 \n\nCartrack (Cambodia) Co. Ltd \nKarooooo Management Company Pte Ltd \nCambodia \n 100.00  \n 100.0 \n\n**Cartrack\nSwaziland Pty Ltd4** \nKarooooo Management Company Pte Ltd \nKingdom of Eswatini \n 76.00  \n 76.00 \n\nKarooooo Technologies Proprietary Limited \nKarooooo Proprietary Ltd \nSouth Africa \n 100.00  \n 100.0 \n\nCartrack Management Services Limited \nCartrack Holdings Proprietary Limited \nSouth Africa \n 100.00  \n 100.0 \n\nCartrack Proprietary Limited \nCartrack Holdings Proprietary Limited \nSouth Africa \n 100.00  \n 100.0 \n\nCartrack Manufacturing Proprietary Limited \nCartrack Holdings Proprietary Limited \nSouth Africa \n 100.00  \n 100.0 \n\nCartrack Insurance Agency Proprietary Limited \nCartrack Holdings Proprietary Limited \nSouth Africa \n 100.00  \n 100.0 \n\nCartrack Namibia Proprietary Limited \nCartrack Holdings Proprietary Limited \nNamibia \n 100.00  \n 100.0 \n\nCartrack Technologies Pte. Limited \nCartrack Holdings Proprietary Limited \nSingapore \n 100.00  \n 100.0 \n\nCarzuka Proprietary Limited \nCartrack Holdings Proprietary Limited \nSouth Africa \n 100.00  \n 100.0 \n\nPurple Rain Properties No.444 Proprietary Limited \nCartrack Holdings Proprietary Limited \nSouth Africa \n 100.00  \n 100.0 \n\nKarooooo Logistics Pty Ltd (“Picup”) \nCartrack Holdings Proprietary Limited \nSouth Africa \n 81.0  \n 74.8 \n\n**Cartrack\nTelematics Proprietary Limited2** \nCartrack Proprietary Limited \nSouth Africa \n 49.0  \n 49.0 \n\n**Cartrack\nAcademy (Pty) Ltd6** \nCartrack Proprietary Limited \nSouth Africa \n 100.00  \n 100.0 \n\nKaru Holdings Proprietary Ltd \nCartrack Proprietary Limited \nSouth Africa \n 100.00  \n 100.0 \n\n**Combined\nTelematics Services Proprietary Limited1,5** \nCartrack Proprietary Limited \nSouth Africa \n -  \n 49.0 \n\n**CTK\nShell 2 (Pty) Ltd1** \nCartrack Proprietary Limited \nSouth Africa \n 100.00  \n 100.0 \n\nCartrack Tanzania Limited \nCartrack Technologies Pte. Limited \nTanzania \n 100.00  \n 100.0 \n\nKarooooo Kenya Limited \nCartrack Technologies Pte. Limited \nKenya \n 70.0  \n 70.0 \n\nCartrack Engineering Technologies Limited \nCartrack Technologies Pte. Limited \nNigeria \n 100.00  \n 100.0 \n\nPT. Cartrack Technologies Indonesia \nCartrack Technologies Pte. Limited \nIndonesia \n 100.00  \n 100.0 \n\n**Cartrack\nInvestments UK Limited1** \nCartrack Technologies Pte. Limited \nUnited Kingdom \n 100.00  \n 100.0 \n\n** **\n\n60\n\n \n\n \n\nCompany Name \nHeld by \nCountry of incorporation \n%\n\nholding\n\n2026  \n%\n\nholding\n\n2025 \n\nCartrack Technologies (China) Limited \nCartrack Technologies Pte. Limited \nHong Kong \n 100.00  \n 100.0 \n\nCartrack Malaysia SDN.BHD \nCartrack Technologies Pte. Limited \nMalaysia \n 100.00  \n 100.0 \n\nCartrack Technologies LLC \nCartrack Technologies Pte. Limited \nU.A.E. \n 100.00  \n 100.0 \n\nCartrack Technologies PHL.INC \nCartrack Technologies Pte. Limited \nPhilippines \n 100.00  \n 100.0 \n\nCartrack Technologies South East Asia Pte. Limited \nCartrack Technologies Pte. Limited \nSingapore \n 100.00  \n 100.0 \n\nCartrack Ireland Limited \nCartrack Technologies Pte. Limited \nRepublic of Ireland \n 100.00  \n 100.0 \n\nCartrack Technologies (Thailand) Company Limited \nCartrack Technologies Pte. Limited \nThailand \n 100.00  \n 100.0 \n\nCartrack New Zealand Limited \nCartrack Technologies Pte. Limited \nNew Zealand \n 66.0  \n 51.0 \n\nCartrack (Australia) Proprietary Limited \nCartrack Technologies Pte. Limited \nAustralia \n 100.00  \n 100.0 \n\nCartrack Technologies Zambia Limited \nCartrack Technologies Pte. Limited \nZambia \n 100.00  \n 100.0 \n\nCartrack Vietnam Limited Liability Company \nCartrack Technologies Pte. Limited \nVietnam \n 100.00  \n 100.0 \n\nCartrack INC. \nCartrack Ireland Limited \nU.S.A. \n 100.00  \n 100.0 \n\nCartrack Polska.SP.ZO.O \nCartrack Ireland Limited \nPoland \n 90.9  \n 90.9 \n\nCartrack Portugal S.A. \nCartrack Ireland Limited \nPortugal \n 100.0  \n 100.0 \n\nCartrack Espana. S.L.U. \nCartrack Ireland Limited \nSpain \n 100.0  \n 100.0 \n\nKaru.Com. Unipessoal. Lda \nCartrack Portugal S.A. \nPortugal \n 100.0  \n 100.0 \n\nCartrack Prevrod. Lda \nCartrack Portugal S.A. \nPortugal \n 55.0  \n - \n\n**Cartrack\nLimitada2** \nCartrack Technologies LLC \nMozambique \n 50.0  \n 50.0 \n\nAuto Club LDA \nCartrack Technologies LLC \nMozambique \n 90.0  \n 90.0 \n\n**Cartrack\nfor Information Technology Company1** \nCartrack Technologies LLC \nKingdom of Saudi Arabia \n 51.0  \n 51.0 \n\n \n\n1Dormant\n\n2The\nGroup considers Cartrack Limitada, and Cartrack Telematics Proprietary Limited as subsidiaries\nof the Group as the Group has the right to appoint the majority of the directors on the Board\nof Directors of these entities through contractual shareholders’ agreements. The Board\nof Directors of these companies direct the relevant activities of these entities. Accordingly,\nthe Group is exposed or has rights to variable returns from its involvement with these entities\nthrough its power over it and has the ability to affect those returns through the Board of\nDirectors.\n\n390%\nof the share capital of Karooooo Cartrack Limited is held by Karooooo Limited and the remainder\n10% of the share capital is held by Karooooo Management Company Pte Limited, a wholly owned\nsubsidiary of Karooooo Limited.\n\n474%\nof the share capital of Cartrack Swaziland (Pty) Ltd is held by Karooooo Management Company\nPte. Ltd. and 2% is held by Cartrack Holdings Proprietary Limited.\n\n5As\nat financial year ended February 28, 2026, the entities were deregistered and ceased to exist\nas legal entities.\n\n6CTK\nShell 1 (Pty) Ltd was renamed to Cartrack Academy (Pty) Ltd on June 20, 2024.\n\n \n\n61\n\n \n\n \n\n**D.****PROPERTY,\nPLANT AND EQUIPMENT**\n\n** **\n\nOur principal executive office in Singapore is our premises at 17\nKallang Junction #06-05/06 Singapore 339274 which is leased upon the terms set out below. With effect from September 2024, the construction\nof our South African central office in Johannesburg, South Africa has been completed and is occupied by Cartrack. We also have lease\nagreements for office space at two other locations as set out below.\n\n \n\nLessee \nLessor \nAddress \nTerm\n\n  \n  \n  \n \n\nKarooooo Management Company Pte Ltd \nSB (17KJ) Investment Pte Ltd \n17 Kallang Junction #06-05/06 Singapore 339274 \nApril 04, 2023 to October 03, 2028\n\n  \n  \n  \n \n\nCartrack Manufacturing Proprietary Limited \nStand 222 Republic Road (Pty) Ltd \nCnr Cherry Drive & Republic Rd, Randburg, Johannesburg, Gauteng, South Africa. \nJanuary 01, 2025 to December 31, 2027\n\n  \n  \n  \n \n\nCartrack Academy (Pty) Ltd \nGrowthpoint Properties Limited   \nGrosvenor Corner, 195 Jan Smuts Avenue, Rosebank, Johannesburg, Gauteng, South\nAfrica. \nSeptember 01, 2024 to August 31, 2029\n\n** **\n\nWe use these offices for finance, legal, human\nresources, information technology, sales, marketing, manufacturing, training and education and other administrative functions.\n\n \n\nWe currently have seven data center sites providing\ncoverage and high-speed access to all customers. The locations of the data centers are in the Netherlands, United Arab Emirates (Dubai),\nFrance and two each in Singapore and South Africa.\n\n \n\nWe believe that our facilities are adequate for\nour current needs and that suitable additional or substitute space will be available as needed to accommodate any potential expansion\nof our operations."}