UNITEDSTATES

SECURITIES AND EXCHANGECOMMISSION

Washington, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TORULE 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 itscharter)

 

1 HarbourfrontAvenue
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 annualreports under cover of Form 20-F or Form 40-F:

 

Form20-F ☒      Form 40-F ☐

 

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the SecuritiesExchange 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

 

 

EXHIBITINDEX

 

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 theAGM. In accordance with the constitution of the Company, two members present or represented at the AGM constitutes a quorum. We confirmthat a quorum was present at the AGM.

 

Shareholders voted on all the resolutions relating to the ordinarybusiness and all the resolutions relating to the special business as set out in the notice of the AGM, dated June 27, 2025. All resolutionswere duly passed.

 

Each ordinary share carries one vote. Details of all votes validlycast 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.