UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE
SECURITIES EXCHANGE ACT OF 1934
For the month of July, 2025
Commission File Number: 001-40300
KAROOOOO LTD.
(Exact name of registrant as specified in its charter)
1 Harbourfront
Avenue
Keppel Bay Tower #14-07
Singapore 098632
+65 6255 4151
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☒ Form 40-F ☐
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Karooooo Ltd. | |||
| By: | /s/ Isaias (Zak) Jose Calisto | ||
| Name: | Isaias (Zak) Jose Calisto | ||
| Title: | Chief Executive Officer | ||
Date: July 25, 2025
1
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Results of the Annual General Meeting of Karooooo Limited, held on July 25, 2025 |
2
Exhibit 99.1
SINGAPORE (July 25, 2025) - Karooooo Limited (NASDAQ: KARO) (“Karooooo” or “The Company”) today held its Annual General Meeting of Shareholders.
There were 30,893,300 ordinary shares in issue as at the date of the AGM. In accordance with the constitution of the Company, two members present or represented at the AGM constitutes a quorum. We confirm that a quorum was present at the AGM.
Shareholders voted on all the resolutions relating to the ordinary business and all the resolutions relating to the special business as set out in the notice of the AGM, dated June 27, 2025. All resolutions were duly passed.
Each ordinary share carries one vote. Details of all votes validly cast at the AGM are set out below:
| Resolution number and details | For(1) Number of shares | Against(1) Number of shares | Abstentions(1) Number of shares | Shares Voted | |||||||||||||
| Routine Business | % | % | % | %(2) | |||||||||||||
| 1. | To receive and adopt the Directors’ Statement, the Auditors’ Report and the Audited | 21,595,994 | 911 | 7,103 | |||||||||||||
| Financial Statements of the Company for the financial year ended February 28, 2025. | 99.97 | 0.00 | 0.03 | 69.91 | |||||||||||||
| 2. | To re-appoint Mrs SK Lim, who retires pursuant to Regulation 89 of the Constitution of the Company, as Director of the Company | 21,597,142 | 5,520 | 1,346 | |||||||||||||
| 99.96 | 0.03 | 0.01 | 69.91 | ||||||||||||||
| 3. | To approve the remuneration of Non-executive Directors of the Company from time to time during the year ending February 28, 2026 in accordance with the following annual fee rates as may be relevant to each Non-executive Director: (i) Chairman’s/Lead Independent Directors’ fee of SGD62,500; (ii) Director’s fee of | ||||||||||||||||
| SGD42,000; (iii) Audit Committee Chairman’s fee of SGD31,000; (iv) Compensation Committee Chairman’s fee of SGD17,000; (v) Audit Committee member’s fee of | 21,560,730 | 37,647 | 5,631 | ||||||||||||||
| SGD20,500; and (vi) Compensation Committee member’s fee of SGD11,500. | 99.8 | 0.17 | 0.03 | 69.79 | |||||||||||||
| 4. | To re-appoint Deloitte & Touche LLP (located in Singapore) and Deloitte & Touche (located in South Africa) as the auditors of the Company for the financial year ending February 28, 2026 and to empower the Directors to fix the auditors’ | 21,600,558 | 1,975 | 1,475 | |||||||||||||
| remuneration in their absolute discretion. | 99.98 | 0.01 | 0.01 | 69.92 | |||||||||||||
| Special business | |||||||||||||||||
| 5. | To authorize the Directors to purchase or otherwise acquire issued ordinary shares in | 21,469,406 | 131,888 | 2,714 | |||||||||||||
| the capital of the Company. | 99.38 | 0.61 | 0.01 | 69.49 | |||||||||||||
| 6. | To authorize the Directors to issue and allot shares. | 20,596,526 | 1,004,755 | 2,727 | |||||||||||||
| 95.34 | 4.65 | 0.01 | 66.67 | ||||||||||||||
Notes:
| (1) | The calculation of the percentage of votes cast in favour of, or against, the resolution includes abstained votes. |
| (2) | Shares Voted is calculated as all the votes cast for, against, or abstained as applicable, divided by the total eligible votes. |
For more information, visit www.karooooo.com.
Investor Relations Contact: IR@karooooo.com.