Karooooo Ltd 2026年年度报告和过渡报告

FORM 20-F (Mark One)☐REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF1934 OR For the financial year ended February 28, 2026 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from________to________. OR ☐SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 Date of event requiring this shell company report_________ Commission file number: 001-40300 Securities registered or to be registered pursuant to Section 12(b) of the Act: Securities registered or to be registered pursuant to Section 12(g) of the Act: None(Title of Class) Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None(Title of Class) Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as at the close of the periodcovered by the annual report. 30,893,300 shares of Common Stock as at February 28, 2026 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section13 or 15(d) of the Securities Exchange Act of 1934 Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days.1 Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required tosubmit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerginggrowth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of theExchange Act. If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if theregistrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards†provided pursuant to Section 13(a) of the Exchange Act.☐ †The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Boardto its Accounting Standards Codification after April 5, 2012. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report. Yes☐No☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: ☐U.S. GAAP ☒International Financial Reporting Standards as issued by the International Accounting Standards Board ☐Other If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registranthas elected to follow. ☐Item 17☐Item 18 If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the ExchangeAct). Yes☐No☒ ANNUAL REPORTTABLE OF CONTENTS PageINTRODUCTIONiiSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSiiiPART I1Item 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS1Item 2. OFFER STATISTICS AND EXPECTED TIMETABLE1Item 3. KEY INFORMATION1Item 4. INFORMATION ON THE COMPANY43Item 4A. UNRESOLVED STAFF COMMENTS62Item 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS63Item 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES85Item 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS90Item 8. FINANCIAL INFORMATION93Item 9. THE OFFER AND LISTING94Item 10. ADDITIONAL INFORMATION95Item 11. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK104Item 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES105PART II106Item 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQ