笛卡尔物流系统集团 2024年度报告

Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of Regulation S-T (§ 232.405 of this chapter) duringthe preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is an emerging growth company as defined in Rule12b-2 of the Exchange Act. Emerging growth company☐ If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section13(a)of the Exchange Act.☐ † The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April5, 2012. Indicate by check mark whether the registrant has filed a report on and attestation to its managements’ assessment of the effectiveness of its internal control over financial reporting underSection404(b)of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☒ If securities are registered pursuant to Section12(b)of the Exchange Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an errorto previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officersduring the relevant recovery period pursuant to §240.10D-1(b).☐ See Exhibits99.5,99.6and99.7to this Annual Report on Form40-F. CONTROLS AND PROCEDURESDISCLOSURE CONTROLS AND PROCEDURES The Registrant, under the supervision and with the participation of the Registrant’s management, including the Registrant’s Chief Executive Officer (principal executive officer) and Chief FinancialOfficer (principal financial officer), evaluated the effectiveness of the Registrant’s disclosure controls and procedures as of January31, 2025 (the “Evaluation Date”), pursuant to Rule13a-15(b)promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based upon that evaluation, the Registrant’s Chief Executive Officer and Chief Financial Officer INTERNAL CONTROL OVER FINANCIAL REPORTING Management’s Report on Financial Statements and Internal Control Over Financial Reporting Management’s Report on Financial Statements and Internal Control Over Financial Reporting is contained in the Registrant’s Audited Consolidated Financial Statements for the Registrant’s fiscal yearended January31, 2025, filed herewith as Exhibit99.2 to this Annual Report on Form 40-F and incorporated herein by reference. Report of Independent Registered Public Accounting Firm The report of KPMG LLP with respect to the effectiveness of the Registrant’s internal control over financial reporting is contained in the Registrant’s Audited Consolidated Financial Statements for theRegistrant’s fiscal year ended January31, 2025, filed herewith as Exhibit99.2 to this Annual Report on Form 40-F and incorporated herein by reference. Changes in Internal Control Over Financial Reporting During the period covered by this Annual Report on Form40-F, there have been no changes in the Registrant’s internal control over financial reporting that have materially affected, or are reasonablylikely to materially affect, the Registrant’s internal control over financial reporting. NOTICES PURSUANT TO RULE 104 OF REGULATION BTR None. AUDIT COMMITTEE FINANCIAL EXPERT The Registrant’s Audit Committee of the Board of Directors currently consists of four members. The Registrant’s Board of Directors has determined that three members, being John J. Walker, DeepakChopra and Eric Demirian, are “audit committee financial experts” (as defined in paragraph 8(b)of General Instruction B to Form40-F). All members of the Audit Committee are independent within themeaning of the Nasdaq Stock Market’s (“Nasdaq”) director independence standards. CODE OF ETHICS The Registrant has adopted a Code of Business Conduct and Ethics (the “Code of Ethics”) that applies to the Registrant’s principal executive officer, principal financial officer, principal accountingofficer or controller, or persons performing similar functions. A copy of the Code of Ethics is posted on the Registrant’s corporate website at www.descartes.com and is also available atwww.sedarplus.com. The Registrant intends to disclose through its website any waivers or amendments to its Code of Ethics that apply to any principal executive officer, principal financial officer,principal accounting officer or controller, or persons performing similar functions. The informatio