{"url_path":"/sec/karo/10-k/2026/item-8","section_key":"item-8","section_title":"Item 8 FINANCIAL INFORMATION**","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":558,"has_tables":true,"body_markdown":"**Item 8. FINANCIAL INFORMATION**\n\n** **\n\n**A.****CONSOLIDATED\nSTATEMENTS AND OTHER FINANCIAL INFORMATION**\n\n** **\n\nSee Item 18. “FINANCIAL STATEMENTS”\n\n \n\n**LEGAL PROCEEDINGS**\n\n** **\n\nTo our knowledge, we are not currently a party\nto any legal proceeding that would have a material adverse effect on our financial condition, results of operations, or liquidity, nor\nare we aware of any pending legal proceedings, which may have a material adverse effect on our financial condition, results of operations,\nor liquidity. From time to time in the future, we may become involved in legal proceedings arising in the ordinary course of our business.\nLitigation is subject to many uncertainties, the outcome of individual litigated matters is not predictable with assurance, and it is\nreasonably possible that some of these matters may be decided unfavorably to us.\n\n \n\n**DIVIDENDS AND DIVIDEND POLICY**\n\n** **\n\nDividends are declared at the discretion of our\nboard of directors and we cannot assure you that we will pay any dividends to holders of our ordinary shares, or as to the amount of\nany such dividends if our board of directors determines to do so.\n\n \n\nThe board recognizes the importance to the Group\nof investment in achieving growth at scale and endeavors to avoid swings in dividend profile. The payment and timing of dividends in\ncash or other distributions (such as a return of capital to shareholders through share buy-backs, for example) are determined by the\nboard after considering factors that include: earnings and Free Cash Flow; current and anticipated capital requirements; economic conditions;\ncontractual, legal, tax and regulatory restrictions (including covenants contained in any financing agreements), the ability of Group\nsubsidiaries to distribute funds to Karooooo and such other factors the board may deem relevant. Karooooo aims to reinvest retained earnings\nto the extent that it aligns with the Group’s required return on incrementally reinvested capital, return on equity, and short-\nto medium-term growth strategy. See “Risk Factors—Although Karooooo has paid dividends in the past, our ability to pay dividends\nin the future depends on many factors and we cannot guarantee you that we will continue to pay dividends in the future.”\n\n \n\nThe board may, by ordinary resolution, declare\ndividends at a general meeting of its shareholders, but no dividend shall be payable except out of our profits, and the amount of any\nsuch dividend shall not exceed the amount recommended by the board of directors. Subject to Karooooo’s constitution and in accordance\nwith the Singapore Companies Act, the board of directors may, without the approval of shareholders, declare and pay interim dividends,\nbut any final dividends the board declares must be approved by an ordinary resolution at a general meeting of shareholders.\n\n \n\nIn accordance with the stated dividend policy\nabove, an interim dividend of 1.25 U.S. dollar per ordinary share, pertaining to the first quarter of Karooooo’s 2026 financial\nyear, that was paid out of Karooooo’s retained earnings, on August 18, 2025 (in South Africa) and August 22, 2025 (in the US) to\nshareholders on record as at the close of business on August 15, 2025. Although Karooooo’s reporting currency is ZAR, its statutory\nfilings in Singapore are reported in USD, as a result of which dividends are declared in USD.\n\n \n\n**B.****SIGNIFICANT\nCHANGES**\n\n** **\n\nSee Note 35 in the notes to the consolidated\nfinancial statements attached to this annual report for discussion of subsequent events since the date of our most recent audited financial\nstatements.\n\n \n\n93"}