As filed with the Securities and Exchange Commission on June 9, 2025 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the financial year ended February 28, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition per ...

Company Overview - Karooooo Ltd. (KARO) shares increased by 14.2% to close at $63.10, with trading volume significantly higher than usual, and a total gain of 23.1% over the past four weeks [1] - The company is experiencing strong subscription revenue growth, high customer retention, and increased adoption of products such as Cartrack Tag and AI-powered video solutions [1] Earnings Expectations - Karooooo is projected to report quarterly earnings of $0.43 per share, reflecting a year-over-year increase of 10.3% [2] - Expected revenues for the upcoming quarter are $69.58 million, which is a 19.4% increase compared to the same quarter last year [2] Earnings Estimate Revisions - The consensus EPS estimate for Karooooo has been revised 10.1% higher in the last 30 days, indicating a positive trend that typically correlates with stock price appreciation [3] - The stock currently holds a Zacks Rank of 1 (Strong Buy), suggesting strong potential for future performance [3] Industry Comparison - Karooooo is part of the Zacks Internet - Software industry, where AppFolio (APPF) is another player, having increased by 4% to $218.15, but has seen a -2.1% return over the past month [3] - AppFolio's consensus EPS estimate remains unchanged at $1.28, representing a 14.3% increase from the previous year, but it holds a Zacks Rank of 4 (Sell) [4]

Core Viewpoint - The share price of Karooooo Ltd. (NASDAQ: KARO) has appreciated by 41.26%, indicating strong market performance and investor confidence in the company's telematics SaaS business [1]. Company Performance - Karooooo Ltd. continues to demonstrate robust growth in its core telematics SaaS business, which is a key driver for its stock performance [1]. Investment Strategy - The investment approach at Henriot Capital emphasizes a quant-driven model that prioritizes data over human bias, with a motto of "invest first, investigate later" [1].

Technical Analysis - Karooooo Ltd. (KARO) has reached a key level of support, indicated by a "golden cross" where its 50-day simple moving average has crossed above its 200-day simple moving average [1][2] - A golden cross is a bullish indicator suggesting a potential breakout, formed when a stock's short-term moving average surpasses a longer-term moving average [2] Market Performance - KARO has experienced a rally of 35% over the past four weeks, indicating strong upward momentum [4] - The company currently holds a 1 (Strong Buy) rating on the Zacks Rank, suggesting positive market sentiment [4] Earnings Outlook - There have been no earnings estimate cuts for the current quarter, with two revisions higher in the past 60 days, indicating a positive earnings outlook [4] - The Zacks Consensus Estimate for KARO has also increased, further solidifying the bullish case for the stock [4][5] Investment Consideration - The combination of positive earnings estimate revisions and the technical breakout signals suggests that investors should monitor KARO for potential gains in the near future [5]

Karooooo Ltd. (KARO) could be a solid addition to your portfolio given a notable revision in the company's earnings estimates. While the stock has been gaining lately, the trend might continue since its earnings outlook is still improving.The upward trend in estimate revisions for this company reflects growing optimism of analysts on its earnings prospects, which should get reflected in its stock price. After all, empirical research shows a strong correlation between trends in earnings estimate revisions an ...

Core Insights - Three stocks with strong income characteristics and buy rank are highlighted for investors to consider on May 19 [1][2][3] Group 1: Subsea 7 S.A. (SUBCY) - The company specializes in delivering offshore projects and services for the energy sector [1] - The Zacks Consensus Estimate for its current year earnings has increased nearly 17% over the last 60 days [1] - The company has a dividend yield of 7.3%, significantly higher than the industry average of 0.0% [1] Group 2: MAG Silver Corp. (MAG) - This precious metal company has seen the Zacks Consensus Estimate for its current year earnings increase by 18.3% over the last 60 days [2] - The company offers a dividend yield of 4%, compared to the industry average of 0.5% [2] Group 3: Karooooo Ltd. (KARO) - The company provides a mobility software-as-a-service (SaaS) platform for connected vehicles [2] - The Zacks Consensus Estimate for its current year earnings has increased nearly 7% over the last 60 days [2] Group 4: Additional Information - Another Zacks Rank 1 company mentioned has a dividend yield of nearly 2%, with the industry average at 0.0% [3]

Financial Performance Highlights - Karooooo's subscription revenue for FY 2025 reached ZAR 4,055 million, a 15% year-over-year increase[23] - Subscription revenue grew by 19% year-over-year in USD[23] - The company achieved a 31% operating profit margin for FY 2025[23] - Adjusted Earnings Per Share increased by 39% year-over-year to ZAR 9.48 in Q4 2025[27] - Karooooo's Adjusted Earnings Per Share for FY 2025 increased 33% year-over-year to ZAR 31.67[69, 103] Subscriber Growth - Cartrack subscribers increased by 17% year-over-year, reaching 2.3 million[34] - Net subscriber additions in Q4 2025 increased by 25% year-over-year to 79,000[34] - European subscriber growth accelerated to 20% year-over-year[34] Regional Performance - Southeast Asia subscription revenue growth accelerated to 31% year-over-year in Q4 2025[38, 103] - South Africa Cartrack subscribers are approximately 1.7 million[43] - Southeast Asia Cartrack subscribers are approximately 274,000[44] - Europe Cartrack subscribers are approximately 201,000[45] Karooooo Logistics (Delivery-as-a-Service) - B2B Delivery-as-a-Service revenue for FY 2025 was ZAR 420 million, a 33% year-over-year increase[23] - The Delivery-as-a-Service platform achieved a 9% operating profit margin in FY 2025[24, 47]

Financial Data and Key Metrics Changes - The company's total subscription revenue increased by 16% to ZAR 1,086 million in Q4, and by 15% to ZAR 4,068 million for FY25 [37][38] - Operating profit rose by 30% to ZAR 385 million in Q4 and by 26% to ZAR 1,312 million for FY25 [38][39] - Adjusted earnings per share increased by 39% to ZAR 9.48 in Q4 and by 33% to ZAR 31.67 for FY25 [38][44] Business Line Data and Key Metrics Changes - Kartrak's subscription revenue grew by 16% to ZAR 1,084 million in Q4 and by 15% to ZAR 4,055 million for FY25 [39][40] - Karoo Logistics' revenue reached ZAR 420 million, an increase of 33% for FY25 [17][28] - Kartrak's operating profit margin was robust at 34% in Q4, while adjusted EBITDA margin was 48% [19][23] Market Data and Key Metrics Changes - South Africa's subscription revenue growth was 15% in Q4, while Southeast Asia's constant currency revenue growth accelerated to 31% [42][25] - Europe saw a 20% subscriber growth in Q4, with a 100 basis point quarter-on-quarter acceleration [27][28] - The company ended FY25 with over 1,700,000 subscribers in South Africa, representing 75% of the global subscriber base [24] Company Strategy and Development Direction - The company aims to expand its distribution footprint in Asia and Europe while enhancing customer engagement and capturing demand for video capabilities [34][49] - A focus on disciplined capital allocation and organic growth is emphasized, with plans to return surplus capital to shareholders when not reinvested for growth [35][49] - The launch of Car Track Tag is expected to enhance customer offerings and increase average revenue per user (ARPU) by approximately 10% by year-end [51][55] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the company's ability to execute sales plans, citing strong momentum in the last six months and a normalization of hiring conditions post-COVID [58] - The outlook for FY26 includes expected subscription revenue growth between 16% to 21%, with operating profit margins projected between 26% to 31% [49] - The company remains optimistic about growth opportunities in all regions, particularly in Asia, which is viewed as having the highest growth potential [57] Other Important Information - The company generated significant free cash flow of ZAR 425 million in FY25, with a strong balance sheet and net cash position of ZAR 838 million [44][46] - The adjusted free cash flow decline in Q4 was attributed to strategic investments to support growth, not indicative of structural issues [45][46] - The company has a healthy subscription gross margin of 76% and a commercial retention rate of 95% [23] Q&A Session Summary Question: What is the reception of the Car Track Tag launch? - The product has been well received in South Africa, with substantial scale achieved and plans to expand to Asia next [52][53] Question: How will subscriber growth be driven in FY26? - The focus will be on enhancing customer offerings and increasing ARPU through existing customer sales [54][55] Question: What is the outlook for hiring and sales productivity? - The company plans to increase its sales force significantly, expecting improved productivity as new hires gain experience [56][62] Question: What is the strategy regarding net cash and dividends? - The company aims to allocate capital efficiently for growth, with dividends considered at the end of Q1 [60][61] Question: What is the view on share buybacks? - Share buybacks have been challenging due to low liquidity, and the focus will remain on other growth initiatives [61] Question: How does the company plan to achieve ARPU growth? - The expected ARPU growth is primarily driven by the adoption of new products like the camera and tag [59][62]

Financial Data and Key Metrics Changes - In Q4 FY25, total subscription revenue increased by 16% to ZAR 1,086 million, and on a U.S. dollar basis, it increased by 20% [37] - For FY25, total subscription revenue increased by 15% to ZAR 4,068 million, with a 19% increase on a U.S. dollar basis [38] - Adjusted earnings per share in Q4 increased by 39% to ZAR 9.48, while for FY25, it increased by 33% to ZAR 31.67 [38][44] - Operating profit in Q4 increased by 30% to ZAR 385 million, and for FY25, it increased by 26% to ZAR 1,312 million [38] Business Line Data and Key Metrics Changes - Kartrak generated ZAR 4,100 million in subscription revenue for FY25, a 15% increase or 19% on a U.S. dollar basis, with an operating profit margin of 31% [15] - Karoo Logistics' revenue reached ZAR 420 million, an increase of 33% or 37% on a U.S. dollar basis, with a 9% operating profit margin [16][27] - In Q4, Kartrak's subscription revenue increased by 16% to ZAR 1,084 million, comprising 98% of its total revenue [39] Market Data and Key Metrics Changes - South Africa represented 75% of the global subscriber base, with over 1,700,000 subscribers [23] - Southeast Asia and the Middle East accounted for 12% of total subscribers, with Q4 constant currency subscription revenue growth reaching 31% [24] - Europe had over 200,000 subscribers, with a 20% growth rate in Q4 [25] Company Strategy and Development Direction - The company aims to expand its distribution footprint in Asia and Europe while enhancing customer engagement and capturing demand for video capabilities [33] - A focus on disciplined capital allocation prioritizes organic growth and innovation, with plans to return surplus capital to shareholders when not efficiently invested [35] - The launch of Car Track Tag aims to enhance asset management and expand the platform's capabilities [30] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the growth momentum, particularly in Asia, which is viewed as having the highest growth opportunity [58] - The company anticipates a 10% increase in average revenue per user (ARPU) by the end of FY26, driven by upselling existing customers [55] - The outlook for FY26 includes subscription revenue guidance between ZAR 4,700 million to ZAR 4,900 million, implying growth of 16% to 21% [50] Other Important Information - The company ended Q4 with net cash and cash equivalents of ZAR 838 million, maintaining a strong balance sheet [22] - Adjusted free cash flow was ZAR 425 million, with a focus on strategic investments to support growth [45][46] Q&A Session Summary Question: What is the reception of the Car Track Tag launch? - The product has been well received in South Africa, with substantial scale achieved [54] Question: How does the company plan to drive growth in FY26? - The focus will be on enhancing customer offerings and increasing ARPU through existing customer sales [55] Question: What is the current view on net cash balance and dividends? - The company remains focused on capital allocation for growth, with decisions on dividends typically made in Q2 [61] Question: How does the company view share buybacks? - Share buybacks have been challenging due to low liquidity, and the focus will be on other growth initiatives [62] Question: What is the outlook for subscriber growth in Asia? - Subscriber growth is expected to improve as the sales force expands, with strong productivity anticipated [63]

Company Performance - Karooooo Ltd. reported quarterly earnings of $0.44 per share, exceeding the Zacks Consensus Estimate of $0.37 per share, and showing an increase from $0.36 per share a year ago, resulting in an earnings surprise of 18.92% [1] - The company achieved revenues of $66 million for the quarter ended February 2025, surpassing the Zacks Consensus Estimate by 4.93%, compared to $57.64 million in the same quarter last year [2] - Over the last four quarters, Karooooo has consistently surpassed consensus EPS estimates four times and topped consensus revenue estimates three times [2] Future Outlook - The immediate price movement of Karooooo's stock will largely depend on management's commentary during the earnings call and the sustainability of earnings expectations [3][4] - The current consensus EPS estimate for the upcoming quarter is $0.38 on revenues of $64.77 million, and for the current fiscal year, it is $1.72 on revenues of $272.15 million [7] - The estimate revisions trend for Karooooo is currently mixed, resulting in a Zacks Rank 3 (Hold), indicating expected performance in line with the market in the near future [6] Industry Context - The Internet - Software industry, to which Karooooo belongs, is currently ranked in the top 35% of over 250 Zacks industries, suggesting a favorable outlook compared to lower-ranked industries [8] - Empirical research indicates a strong correlation between near-term stock movements and trends in earnings estimate revisions, which can be tracked by investors [5]