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CARTRACK HOLDINGS LIMITED - Abridged audited consolidated annual financial statements 2017

Release Date: 17/05/2017 07:05
Code(s): CTK     PDF:  
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Abridged audited consolidated annual financial statements 2017

CORPORATE INFORMATION
Cartrack Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 2005/036316/06)
Share Code: CTK ISIN:ZAE000198305
(Cartrack or the group)

ABRIDGED AUDITED CONSOLIDATED ANNUAL FINANCIAL STATEMENTS 2017

Salient Features
- Subscriber growth of 19% to 600 610
- Subscriber revenue up 16%
- Total revenue up 13% to R1 141 million
- Continued strong investment in operating capacity
- EBITDA of R523 million, up 13%
- EBITDA margin of 46%
- Normalised EPS (NEPS)1 of 85 cents, up 12%
- Basic earnings per share (EPS) of 86 cents, up 8%
- Headline EPS (HEPS) of 85 cents, up 6%
- Return on equity of 55%
- Final dividend per share of 35 cents
- Cash generated from operating activities of R387 million, up 48%
- Currency fluctuations had a R27 million negative impact on 2017 operating profit

1The presentation of normalised earnings per share is not an IFRS or JSE requirement. Management presents this measure as a supplementary
performance measure. Normalised earnings represents headline earnings plus/(less) any other unusual non-recurring and non-operating items not already
taken into account in headline earnings. HEPS was adjusted by the net non-operating foreign exchange gain of R2.6 million (FY16: R15.7 million) in
determining NEPS.

COMMENTARY
GROUP PROFILE
Cartrack is a leading global provider of fleet management (Fleet), stolen vehicle recovery (SVR) and insurance telematics services, with a focus on
technology development to enhance customer experience. Cartrack already has an extensive footprint in Africa, Europe, Asia and the Middle East. During
the year ended 28 February 2017, offices were opened in the United States of America (USA) and New Zealand, expanding its presence to 24 countries. With
a base of more than 600 000 active subscribers, the group ranks among the largest telematics companies globally.

Cartrack is a service-centric organisation focusing on in-house design, development and installation of telematics technology and data analytics. It
provides fleet-, mobile asset- and workforce management solutions, underpinned by real-time actionable business intelligence, delivered as Software-as-
a-Service (SaaS), as well as the tracking and recovery of stolen vehicles.

Cartrack's technology is widely accepted by motor manufacturers and insurers. Its customer telematics web interface provides a comprehensive set of
features ensuring the optimisation of both fleet and human resources. As an expansion of its integrated service offering, Cartrack also provides driver
risk assessment offerings in the insurance telematics field.

In addition, Cartrack specialises in vehicle tracking and recovery. An industry-leading audited recovery rate of 93% in South Africa (FY16: 94%) reflects
the superior quality of its technology and services. The technology and infrastructure required for the recovery of stolen vehicles is a key barrier to
entry for competitors looking to enter the telematics industry in any high-crime region.

Cartrack's vision is to achieve global industry leadership in the telematics industry, including Fleet, SVR and insurance telematics services, by
ensuring that it is the technology of choice to manage both fleets and workforces. Its mission is to provide its customers and partners with real-time
actionable business intelligence, based on advanced technology and reliable data.

GROUP PERFORMANCE
Cartrack's operations across five continents have delivered strong NEPS results, particularly in the second half of FY17. Operating metrics remain
amongst the highest in the industry with a gross profit margin of 80% (FY16: 81%), operating profit margin of 32% (FY16: 34%) and EBITDA margin of 46%
(FY16: 46%).

These results were achieved despite a number of key influencing factors:
- Exchange rate fluctuations negatively impacted consolidated revenue and profit;
- Severe economic challenges within the Africa-Other segment contributed to a reduction in sales volumes and profitability in this segment;
- Significant investment in the distribution and operating capacity in all segments; and
- Planned start-up costs for establishing the USA operation.

The group's global subscriber base grew from 502 849 to 600 610 contracts, representing 19% growth year-on-year. Asia Pacific and Europe contributed
strongly with 225% and 26% subscriber growth respectively. The South African subscriber base increased by a robust 17%. However, with the challenging
economic environment encountered in the rest of Africa, the Africa-Other subscriber base decreased by 2% year-on-year.

The group achieved subscription revenue growth of 16%, taking annuity income up to 86% of total revenue (FY16: 84%). The current estimate of subscriber
lifecycle in the group is 64 months (FY16: 60 months). Total revenue grew by 13% to R1 141 million (FY16: R1 005 million), with all operating segments
contributing positively in local currency terms. Average revenue per unit (ARPU) decreased by 4% to R1 854 (FY16: R1 927) largely as a result of a
stronger rand resulting in lower consolidated revenue from non-South African operations. Had the exchange rates within the group remained unchanged, ARPU
would have decreased by only 2% to R1 896.

Gross profit was impacted by higher rand-based component cost year-on-year. Cartrack's procurement cycle precedes the production and sales cycles and, as
a result, components purchased in US dollars were concluded during a period of severe rand weakness. Had the exchange rate remained unchanged year-on-
year, cost of sales would have been R216 million or 5% lower.

Operating profit increased by 7% to R369 million. Operating costs in South Africa increased by only 8% versus the strong revenue increase of 15%, the
benefit of the increased investment in distribution channels in the prior year now coming to fruition. The severe economic headwinds experienced in the
Africa-Other countries necessitated a focus on sustaining the current infrastructure and distribution channels. However, strong investment in
distribution and operating capacity continued within Europe and, more particularly, within Asia Pacific. This, together with the initial operating costs
incurred in the USA, resulted in group operating expenses increasing by 12%. Cartrack is confident that these regional investments will deliver
meaningful revenue growth in the short-to-medium term with a commensurate increase in operating profit margins.

NEPS increased by 12% in line with management's expectation to 85 cents (FY16: 75 cents). EPS and HEPS increased by 8% and 6% to 86 cents
(FY16: 80 cents) and 85 cents (FY16: 81 cents) respectively. Return on equity of 55% (FY16: 62%) and return on assets of 35% (FY16: 42%) are also in line
with management's expectations.

Cartrack's telematics database continues to grow in volume and granularity. New revenue streams utilising this database are being researched. Together
with expansion into other vertically aligned revenue streams, including value added services, these additional opportunities will contribute to further
revenue and profit growth in the short- to medium term.

IMPACT OF FOREIGN EXCHANGE RATE CHANGES ON FINANCIAL PERFORMANCE2
The consolidated group results have been negatively impacted by considerable exchange rate fluctuations in Cartrack's operating currencies. On the
assumption of a constant currency basis, revenue would have been R25 million higher, while cost of sales would have been lower by R12 million than the
reported FY17 amounts. Operating profit would have increased by R27 million compared
to the reported FY17 amount. Year-on-year, revenue would have consequently increased by 16%, while operating profit would have increased by 15%. Adjusted
NEPS would have increased significantly to 92 cents, or by 22% year-on-year with HEPS growing by 15%. The segment impact is shown in the segment report
included in the audited abridged financial statements.

2This pro forma information is the responsibility of the directors of Cartrack.
The purpose of this pro forma information is to provide insight into the impact of foreign exchange movements on the statement of comprehensive income
and related earnings information, and is for illustrative purposes only. Due to its nature, it may not fairly present Cartrack's financial position,
changes in equity, results of operations or cash flows.
The impact is computed as a combination of the following two calculations:
1. Components included in cost of sales are largely procured in US dollars. The impact of currency fluctuations on cost of sales for the year ended
   28 February 2017 was recomputed by applying the average exchange rates applicable to the corresponding 28 February 2016 cost of sales, being those rates
   applicable at the dates of stock procurement. On this basis, the cost of sales for the year ended 28 February 2017 would have decreased by 5%.
2. All other actual 28 February 2017 line items were recalculated at the average exchange rates applied for the period ended 28 February 2016.
   An unmodified reasonable assurance report has been issued by the company's auditors, Grant Thornton, in terms of ISAE 3420, Assurance Reports on the
   Process to Compile Pro Forma Financial Information Included in a Prospectus, and is available for inspection at the company's registered office. The pro
   forma information has been compiled in terms of the JSE Listings Requirements, the Revised Guide on Pro Forma Information by SAICA and the accounting
   policies of the group as at 28 February 2017.

SEGMENT PERFORMANCE
South Africa
The South African segment has continued to produce strong results. The investment in FY16 in distribution capacity has resulted in record sales for the
year and a consequent subscriber growth of 17%. The market for telematics and stolen vehicle recovery has shown both resilience and signs of increased
demand. Cartrack has been able to increase its penetration through certain channels to market and fully meet its sales growth expectations. Revenue grew
by 15% to R861 million, reflecting a 2% reduction in ARPU to R1 801 (FY16: R1 840). This marginally lower ARPU is attributable to an increased weighting
of sales through somewhat lower priced channels as well as the application of new business models for customer acquisition.

Profit margins remain largely protected by the growing subscriber base as well as strong annuity-based revenue, combined with a lower increase in
operating cost structures as predicted for the second half year.

Operating expenses were closely managed, whilst maintaining the requisite high service quality standards, resulting in an increase of only 8% year-on-
year. As a result, operating profit grew by 13%. Gross profit margin decreased by 2 basis points to 79%, but remains high largely as a result of the
vertically integrated business model which generates a margin by 'owning' the full cycle of operational activities from production through to fitment,
service and vehicle recovery. The operating profit margin for the segment was 36%, while EBITDA increased by 18%.

Cartrack continues to believe that there remains considerable untapped depth to the telematics market, particularly in the lower vehicle value SVR and
the small to medium enterprise (SME) Fleet markets and related services. A recently published research report (reference Berg Insight: Fleet Management
in South Africa) estimates that the market penetration on the population of non-privately owned fleet vehicles used by businesses was 24% in 2016. The
Fleet base now exceeds the pure vehicle recovery base by 34%. Subscribers continue to move towards Fleet products bundled with SVR, as opposed
to pure SVR products, as their understanding of the benefits of diverse telematics data increases. However, SVR remains a critical service given the
increasing incidence of theft evidenced on the Cartrack base over the past year. The vast telematics data accumulated to date is an inherently valuable
asset for analytical and marketing purposes, and represents a significant future revenue opportunity.

Africa-Other
The continent continues to experience significant economic challenges. Corporates and individuals are experiencing cash flow constraints as a result of
poor economic performance and severe currency devaluations, amongst other factors. The significant deterioration in local currencies severely impacted
the consolidated results reported in rand.

Whilst management planned conservatively against these headwinds, the reality has been an underperformance against expectations. Revenue decreased by 22%
mostly as a result of local currencies depreciating significantly against the South African rand. The subscriber base decreased by 2%, ascribed primarily
to economic hardship.

Operating profit has reduced by 30% year-on-year, substantially as a result of foreign exchange volatility and a flat subscriber base. Doubtful debt
provisions have been increased in the light of the trading difficulties currently experienced. However, operating profit margin at 37% (FY16: 41%, or 37%
excluding the operating foreign exchange gains realised) is currently the highest in the group. Despite the downturn, all subsidiaries within the segment
remain operationally sound, mostly highly profitable in local currency terms and well-positioned for an economic turnaround. Management focus remains
firmly placed on controlling costs, improving collection effectiveness and driving sales and customer retention.

The trading environment in the Africa-Other segment is likely to remain challenging in the medium-term. Market research and forecasts do, however,
indicate that the long-term outlook for a turnaround remains positive. At this time, Cartrack remains confident that the trading environment remains
conducive to maintaining a strong presence in this region, for all of the subsidiaries to remain profitable in the foreseeable future and to have a sound
infrastructure for the next economic growth cycle. The Africa-Other segment plays an important role in the high recovery rate of stolen vehicles in
South Africa and vice versa.

Europe
The European segment showed solid subscriber growth of 26% and revenue growth of 14% in rand terms. The region has tough competition and is experiencing
some market consolidation. These results bear testament to Cartrack's strong telematics value proposition and can be attributed largely to the investment
in distribution capacity in the region during this financial year.

Currency movements on consolidation, investment in operating- and distribution capacity, and deprecation of rental acquisition costs had a significant
impact on the segment results, causing a 19% decrease in operating profit. On an EBITDA basis, however, an increase of 21% year-on-year is reflected,
given that depreciation on the high level of capitalised rentals was a significant factor. Currently, the European operations sell primarily rental
contracts resulting in an increase in the capitalisation of hardware and acquisition cost, and the subsequent amortisation thereof over the contract
period.

The European market is becoming more discerning in its search for value from telematics, while embracing technological development. This, together with
ever increasing regulatory requirements, contributes positively to Cartrack's product development pipeline which also benefits countries outside of
Europe in a meaningful way.

Asia-Pacific and Middle East
This segment performed particularly well despite the negative impact of the strengthening rand in FY17. Revenue grew by 147% largely due to a 225% growth
in subscribers. ARPU for the region decreased by 8% to R3 032 (FY16: R3 309) primarily as a result of a more diversified service offering and customer
base.

Operating expenses increased by 44% as a result of the continued investment in distribution and operating capacity as the individual start-up entities
within this segment gain traction. This investment will continue across all entities in line with a structured and cautious development plan employed in
the region, where Singapore acts as a local executive and strategic office that drives and manages the operations based on group best practice.

Overall, this segment showed its first consolidated profit before tax. The profitability was largely driven by the Singapore operation which contributed
pre-consolidation profit before tax of R16 million in its third year of operation.

The results continue to be in line with the investment case for this region and proves again that greenfield operations require approximately three years
to become profitable.

Asia-Pacific also continues to be a key strategic segment from a product development perspective. For example, the rapid change from 2G towards 3G and 4G
data communication within the region has driven the development of our hardware to also benefit Europe and the USA. Despite natural demand for our
services, customers in this segment are also subject to continuing stringent regulatory development. This results in a particularly large and growing
market that presents many opportunities for strong revenue growth, which Cartrack aims to capitalise on.

United States of America (USA)
Cartrack established an operational base in California and, to date, it has incurred start-up and initial operating costs of R4 million. In-field testing
of the hardware and related software functionality on a new upgraded platform commenced in H2 17. Cartrack's strong product offering, combined with
competitive pricing and a developing distribution and operating infrastructure, will provide the platform for market penetration in FY18.

MANAGING OUR BALANCE SHEET
Working capital allocation and cash generation are key business objectives for the group.

Inventory balances, specifically components required for the FY18 production cycle, increased significantly year-on-year, mainly due to increasing of lead
times by suppliers. Production has been planned to meet growth targets, while ensuring that sufficient buffer stock remains available to provide for
adequate lead-times associated with global distribution and unforeseen component shortages or obsolescence. As a result, inventory days have increased
from 173 days to 197 days year-on-year.

Both current and quick ratios have decreased to 1.1 (FY16: 1.4) and 0.7 (FY16: 0.9) respectively. This is primarily as a result of a concerted and
continued investment in distribution capacity in Europe, Asia Pacific and the USA, as well as increased inventory balances.

Debtors' days (after provision for bad debts) have improved from 33 days to 31 days year-on-year. This is a key metric indicating operational
effectiveness and a strong focus on credit management, improved collections processes and prudent provisioning practices that will be maintained.
Notwithstanding the significant and continuing investment in distribution and operating capacity within the group which will require cash resources in
FY18, and despite minor short-term borrowings, Cartrack remains highly cash generative with a strong and positive cash flow forecast for the foreseeable
future.

OUTLOOK3
The coming of age of the digital era puts the Internet of Things (IoT) and SaaS firmly in the spotlight. As a result, the telematics industry is
experiencing an explosion of innovation - something that is at the heart of Cartrack's business and vital to the success thereof.

Current and future customers require ever-increasing information about their assets and people to more effectively achieve their goals. In this context,
Cartrack will become a more integral part of their lives, moving away from a service provider relationship to become business partners.

This will require a continued and significant investment in technology and intellectual property, and a further expansion of Cartrack's distribution and
operating capacity. Cartrack's current and expected internal cash flow generation will fund the majority of these investments, although inexpensive funding
opportunities are easily accessible.

The global telematics industry is showing signs of further consolidation. Cartrack will remain vigilant to such industry developments. Opportunities that
may arise to provide economies of scale as well as improved subscriber value will be considered on their merits.

3In accordance with 8.40(b) of the JSE Listing Requirements, any forecast information included in this section has not been reviewed and reported on by
Cartrack's auditor. The directors take sole responsibility for the statements. 

The South African market remains under-penetrated. Opportunities to enter the lower LSM market and to expand the product offering in the fleet-, asset-
and people tracking markets will increase sales and revenues. The order book in Europe is strong while new sales are being actively pursued. Asia Pacific
is now gaining operational mass as a region, with a strong sales pipeline and many cross-border opportunities which are ready to be exploited. The
Africa-Other operations will be closely monitored and managed in anticipation of a more favourable economic environment.

With all of this in mind, notwithstanding global economic and foreign exchange volatility, Cartrack expects to continue double digit subscriber- and
revenue growth in the foreseeable future.

BASIS OF ACCOUNTING
The auditors, Grant Thornton, have issued their opinion on the consolidated financial statements for the year ended 28 February 2017. The audit was
conducted in accordance with International Standards on Auditing (ISA). They have issued an unmodified audit opinion. The abridged consolidated financial
statements have been prepared under the supervision of John Edmeston (CA)SA. They represent a summary of the complete set of audited consolidated
financial statements of Cartrack as approved on 15 May 2017. The directors take full responsibility and confirm that this information has been correctly
extracted from the consolidated financial statements. The complete set of consolidated financial statements is available at www.cartrack.com and at
Cartrack's registered office for inspection. The abridged consolidated financial statements have been prepared in accordance with the requirements of the
JSE Listings Requirements for preliminary reports, and the requirements on the Companies Act, no 71 of 2008, applicable to summary financial statements.
The Listings Requirements require preliminary reports to be prepared in accordance with the framework concepts as a minimum and the measurement and
recognition requirements of IFRS, IAS 34: Interim Financial Reporting, the SAICA Financial Reporting Guides as issued by the Accounting Practices
Committee and Financial Pronouncements as issued by the Financial Reporting Standards Council. The accounting policies applied in the preparation of the
consolidated financial statements from which the abridged consolidated financial statements were derived are in terms of IFRS and are consistent, in all
material respects, with those detailed in Cartrack's prior year annual financial statements.

DIVIDEND DECLARATION
Ordinary shareholders are advised that the board of directors has declared a final gross cash dividend of 35 cents per ordinary share (28 cents net of
dividend withholding tax) for the year ended 28 February 2017 (the cash dividend). The cash dividend will be paid out of profits of the company.

Share code                                    CTK
ISIN                                          ZAE000198305
Company registration number                   2005/036316/06
Company tax reference number                  9108121162
Dividend number                               6
Gross cash dividend per share                 35 cents
Issued share capital as at declaration date   300 000 000
Declaration date                              Wednesday, 17 May 2017
Last date to trade cum dividend               Tuesday, 4 July 2017
Shares commence trading ex dividend           Wednesday, 5 July 2017
Record date                                   Friday, 7 July 2017
Dividend payment date                         Monday, 10 July 2017

Share certificates may not be dematerialised or re-materialised between 5 July 2017 and 7 July 2017, both days inclusive.

The total dividend declared for the year ended 28 February 2017 amounted to 55 cents per share (FY16: 55 cents).

TAX IMPLICATIONS
The cash dividend is likely to have tax implications for both resident and non-resident shareholders. Shareholders are therefore encouraged to consult
their professional tax advisers should they be in any doubt as to the appropriate action to take.

In terms of the Income Tax Act, the cash dividend will, unless exempt, be subject to dividend withholding tax (DWT). South African resident shareholders
that are liable for DWT, will be subject to DWT at a rate of 20% of the cash dividend and this amount will be withheld from the cash dividend. Non-
resident shareholders may be subject to DWT at a rate of less than 20% depending on their country of residence and the applicability of any double tax
treaty between South Africa and their country of residence.

On behalf of the board
  
David Brown    Zak Calisto
Chairman       Global Chief Executive Officer

Johannesburg

17 May 2017

Sponsor
Investec Bank Limited

Abridged audited consolidated statement of Financial Position
as at 28 February 2017

Figures in rand thousand                         Notes      2017     2016
ASSETS
Non-current assets
Property, plant and equipment                        3   309 255  207 534
Goodwill                                                 102 045  156 011
Deferred taxation                                         41 641   34 517
                                                         452 941  398 062
Current assets
Inventories                                              123 140   88 318
Loans to related parties                                   4 588    1 624
Trade and other receivables                          4   151 438  128 655
Current taxation receivable                                1 639    5 500
Cash and cash equivalents                                 70 078   45 181
                                                         350 883  269 278
Total assets                                             803 824  667 340
EQUITY AND LIABILITIES
Equity
Share capital                                             42 488   42 488
Reserves                                                 (56 656)  26 314
Retained income                                          461 745  375 306
Equity attributable to equity holders of parent          447 577  444 108
Non-controlling interest                                  14 200   16 387
                                                         461 777  460 495
Liabilities
Non-current liabilities
Finance lease obligation                                  18 123    7 789
Deferred taxation                                          2 066    1 040
                                                          20 189    8 829
Current liabilities
Trade and other payables*                                173 951  153 585
Loans from related parties                                 3 778    1 478
Finance lease obligation                                  12 461    6 604
Current taxation payable                                  47 209   26 652
Provisions for warranties*                                 6 124    5 500
Share-based payment liability                              6 030    4 010
Bank overdraft                                            72 305      187
                                                         321 858  198 016
Total liabilities                                        342 047  206 845
Total equity and liabilities                             803 824  667 340

* Provisions for warranties, previously included in trade and other payables, have been disclosed separately on the face of the statement of
  financial position (February 2017: R 6 124 000; February 2016: R 5 500 000). This presentation fairly presents the financial position of the group.

Abridged audited consolidated Statement of Profit or Loss and Other Comprehensive Income
for the year ended 28 February 2017

Figures in rand thousand                                              Notes       2017       2016
Revenue                                                                   5  1 140 989  1 005 481
Cost of sales                                                                 (228 598)  (186 749)
Gross profit                                                                   912 391    818 732
Other income*                                                                    6 796      6 062
Operating expenses*                                                       6   (550 356)  (479 988)
Operating profit                                                               368 831    344 806
Investment revenue                                                               3 962      6 256
Finance costs                                                                   (5 775)    (4 463)
Net non-operating foreign exchange gain                                          2 607     15 667
Profit before taxation                                                         369 625    362 266
Taxation                                                                      (105 451)  (102 779)
Profit for the year                                                            264 174    259 487
OTHER COMPREHENSIVE INCOME:
Items that may be reclassified to profit or loss in  future periods:
Exchange differences on translating foreign operations                         (85 716)     3 399
Other comprehensive income for the year net of taxation                        (85 716)     3 399
Total comprehensive income for the year                                        178 458    262 886
Profit attributable to:
Owners of the parent                                                           256 895    239 674
Non-controlling interest                                                         7 279     19 813
                                                                               264 174    259 487
Total comprehensive income attributable to:
Owners of the parent                                                           173 925    245 842
Non-controlling interest                                                         4 533     17 044
                                                                               178 458    262 886
EARNINGS PER SHARE
Per share information
Basic earnings per share (cents)                                        8.1         86         80

* Bad debts recovered, previously included in other income, have been included in operating expenses 
(February 2017: R 5 949 179; February 2016: R 6 029 026). This presentation fairly presents the financial performance of the group.

Abridged audited consolidated Statement of Changes in Equity
for the year ended 28 February 2017

Figures in rand thousand                                             Share      Foreign  Treasury       Total   Retained         Total         Non-      Total
                                                                   capital     currency    shares    reserves     income  attributable  controlling     equity
                                                                            translation                                      to equity     interest
                                                                                reserve                                     holders of
                                                                                                                             the group
Balance at 01 March 2015                                            42 488       32 251         -      32 251    285 632       360 371       13 391    373 762
Profit for the year                                                      -            -         -           -    239 674       239 674       19 813    259 487
Other comprehensive income                                               -        6 168         -       6 168          -         6 168       (2 769)     3 399
Total comprehensive income for the year                                  -        6 168         -       6 168    239 674       245 842       17 044    262 886
Treasury shares acquired for Share Incentive Scheme                      -            -   (12 105)    (12 105)         -       (12 105)           -    (12 105)
Dividends                                                                -            -         -           -   (150 000)     (150 000)     (14 048)  (164 048)
Total contributions by and distributions to owners of
company recognised directly in equity                                    -            -   (12 105)    (12 105)  (150 000)     (162 105)     (14 048)  (176 153)
Balance at 01 March 2016                                            42 488       38 419   (12 105)     26 314    375 306       444 108       16 387    460 495
Profit for the year                                                      -            -         -           -    256 895       256 895        7 279    264 174
Other comprehensive income                                               -      (82 970)        -     (82 970)         -       (82 970)      (2 746)   (85 716)
Total comprehensive income for the year                                  -      (82 970)        -     (82 970)   256 895       173 925        4 533    178 458
Dividends                                                                -            -         -           -   (164 321)     (164 321)      (5 446)  (169 767)
Increase in holding of subsidiary  - Cartrack North East Pty Ltd         -            -         -           -     (6 135)       (6 135)        (865)    (7 000)
Reduction due to capital distribution in  Cartrack Polska.SP.ZO.O        -            -         -           -          -             -         (409)      (409)
Total contributions by and distributions to owners of
company recognised directly in equity                                    -            -         -           -   (170 456)     (170 456)      (6 720)  (177 176)
Balance at 28 February 2017                                         42 488      (44 551)  (12 105)    (56 656)   461 745       447 577       14 200    461 777

Abridged audited consolidated statement of CASH FLOWS
for the year ended 28 February 2017

Figures in rand thousand                                           Notes       2017       2016
Cash flows from operating activities
Cash generated from operations                                              473 685    391 752
Interest income                                                               3 962      6 256
Finance costs                                                                (3 865)    (3 502)
Taxation paid                                                               (87 131)  (133 120)
Net cash from operating activities                                          386 651    261 386
Cash flows from investing activities
Purchase of property, plant and equipment                              3   (266 542)  (158 216)
Sale of property, plant and equipment                                         4 155      3 923
Acquisition of subsidiaries, net of cash acquired                                 -        (15)
Net cash from investing activities                                         (262 387)  (154 308)
Cash flows from financing activities
Increase in loans from related parties                                        2 300        243
(Increase)/decrease in loans to related parties                              (2 964)     3 639
Finance lease receipts/(payments)                                            14 281     (1 596)
Purchase of shares for Share Incentive Scheme  (Treasury shares)                  -    (12 105)
Dividends paid                                                             (169 767)  (164 048)
Increase in holding of subsidiary - Cartrack North East Pty Ltd              (7 000)         -
Reduction due to capital distribution in  Cartrack Polska.SP.ZO.O              (409)         -
Net cash from financing activities                                         (163 559)  (173 867)
Total cash movement for the year                                            (39 295)   (66 789)
Cash at the beginning of the period                                          44 994    109 933
Effect of exchange rate movement on cash balances                            (7 926)     1 850
Total cash at end of the year                                                (2 227)    44 994

Accounting policies

1. Presentation of group financial statements
Reporting entity
Cartrack Holdings Ltd is a company domiciled in the Republic of South Africa. These abridged audited consolidated annual financial statements are for the
year ended 28 February 2017 comprise the company and its subsidiaries (collectively the "group" and individually "group companies"). The group is
primarily involved in the design, development and installation of telematics technology, data collection and analysis and the delivery of fleet and
mobile asset management solutions delivered as Software-as-a-service ('SaaS') and the tracking and recovery of vehicles.

Statement of compliance
The abridged audited consolidated annual financial statements are prepared in compliance with the JSE Listings Requirements, International Financial
Reporting Standards (IFRS) and Interpretations of those standards, as issued by the International Accounting Standards Board (IASB), the financial
reporting pronouncements as issued by the Financial Reporting Standards Council (FRSC) that are relevant to its operations and have been effective for
the annual reporting period ending 28 February 2017, and the SAICA Financial Reporting Guides as issued by the Accounting Practices Committee and the
South African Companies Act 71 of 2008, as amended. The annual financial statements were approved for issue by the board of directors on 16 May 2017
and are subject to approval by the annual general meeting of shareholders, on 20 July 2017.

Basis of measurement
The abridged audited consolidated annual financial statements have been prepared on the historical-cost basis.

Functional and presentation currency
These abridged audited consolidated annual financial statements are presented in South African rand (ZAR), which is the company's functional currency.
All financial information presented has been rounded off to the nearest thousand ZAR, unless otherwise indicated.

Going concern
The abridged audited consolidated annual financial statements are prepared on the going-concern basis as the directors believe that funds will be
available to finance future operations and that the realisation of assets and settlement of liabilities, contingent obligations and commitments will
occur in the ordinary course of business.

2. Segment reporting
The group is organised into geographical business units and has five reportable segments. The group monitors the operating results of its business units
separately for the purpose of making decisions about resource allocation and performance assessment. Segment information is evaluated based on revenue
and profit or loss and is measured consistently with consolidated annual financial statements.

Segment report - 28 February 2017                                          South Africa  Africa -Other              Europe  Asia Pacific and        USA      Total
                                                                                                                                 Middle East
Revenue                                                                         861 455        108 610             102 745            68 167         12  1 140 989
Cost of sales                                                                  (182 112)       (15 288)            (18 152)          (13 046)         -   (228 598)
Gross profit                                                                    679 343         93 322              84 593            55 121         12    912 391
Other income                                                                      2 846            516               2 827               607          -      6 796
Net operating foreign exchange (loss)/gain*                                      (4 003)           603               1 689                76          -     (1 635)
Operating expenses*                                                            (364 913)       (54 697)            (69 510)          (55 341)    (4 260)  (548 721)
Operating profit                                                                313 273         39 744              19 599               463     (4 248)   368 831
Financing cost                                                                   (5 462)           (67)               (230)              (16)         -     (5 775)
Financing revenue                                                                 1 804          2 157                   -                 1          -      3 962
Net non-operating foreign exchange gain                                           2 607              -                   -                 -          -      2 607
Profit before taxation                                                          312 222         41 834              19 369               448     (4 248)   369 625
Total tangible assets                                                           435 808         75 485              88 998            97 255      4 233    701 779
Total liabilities                                                              (231 325)       (44 922)            (38 274)          (26 288)    (1 238)  (342 047)
Goodwill                                                                                                                                                   102 045
Equity                                                                                                                                                     461 777

Segment report - 29 February 2016                                          South Africa   Africa-Other              Europe  Asia Pacific and      Total
                                                                                                                                 Middle East
Revenue                                                                         748 600        139 197              90 037            27 647  1 005 481
Cost of sales                                                                  (142 150)       (24 050)            (16 476)           (4 073)  (186 749)
Gross profit                                                                    606 450        115 147              73 561            23 574    818 732
Other income                                                                      3 822            122               1 673               445      6 062
Net operating foreign exchange gain*                                              3 133          5 217                 498             2 485     11 333
Operating expenses*                                                            (337 321)       (63 966)            (51 529)          (38 505)  (491 321)
Operating profit                                                                276 084         56 520              24 203           (12 001)   344 806
Financing cost                                                                   (4 360)           (10)                (78)              (15)    (4 463)
Financing revenue                                                                 2 987          3 268                   -                 1      6 256
Net non-operating foreign exchange gain/(loss)                                        -            332                (648)           15 983     15 667
Profit before taxation                                                          274 711         60 110              23 477             3 968    362 266
Total tangible assets                                                           188 102         79 049              83 273           160 905    511 329
Total liabilities                                                               (84 377)       (54 544)            (53 355)          (14 569)  (206 845)
Goodwill                                                                                                                                        156 011
Equity                                                                                                                                          460 495

* Net operating foreign exchange gain/(loss) is disclosed as part of operating expenses in note 6.

                                                                                                2017                                  2016
                                                                                   Cost    Accumulated  Carrying      Cost       Accumulated   Carrying
                                                                                          depreciation     value                depreciation      value
3. Property, plant and equipment
Buildings                                                                         5 468         (1 234)    4 234     5 234              (942)     4 292
Capital rental units                                                            470 210       (212 133)  258 077   310 267          (144 173)   166 094
Computer software                                                                 3 003           (960)    2 043     1 533              (749)       784
Furniture and fixtures                                                            6 326         (3 614)    2 712     6 310            (2 785)     3 525
IT equipment                                                                     24 305        (16 618)    7 687    22 218           (13 730)     8 488
Leasehold improvements                                                            4 659         (4 356)      303     5 331            (5 331)         -
Motor vehicles                                                                   58 535        (25 626)   32 909    47 318           (24 652)    22 666
Office equipment                                                                  3 277         (3 045)      232     3 942            (3 227)       715
Plant and machinery                                                               2 044         (1 291)      753     2 101            (1 211)       890
Security equipment                                                                  707           (402)      305       452              (372)        80
                                                                                578 534       (269 279)  309 255   404 706          (197 172)   207 534

Figures in rand thousand                                                           2017           2016
4. Trade and other receivables
Trade receivables                                                               157 284        126 272
Allowance for impairment of trade receivables                                   (33 898)       (19 509)
                                                                                123 386        106 763
Prepayments                                                                      16 131         12 031
Deposits                                                                          2 033          4 616
Sundry debtors                                                                    5 846          3 512
Value added taxation receivable                                                   4 042          1 733
                                                                                151 438        128 655
Credit quality of trade and other receivables
The credit quality of trade and other receivables can be assessed by reference to historical information. Significant financial difficulties of the
debtor, probability that the debtor will enter bankruptcy, legal handover, financial reorganisation and default or delinquency in payments (more than 90
days overdue) are considered indicators that the trade receivable is impaired.

Figures in rand thousand                                                           2017           2016
Trade and other receivables (continued)
Trade receivables not provided for
The ageing of amounts not provided for is as follows:
Not past due                                                                     73 036         58 991
1 month past due                                                                 17 746         15 719
2 months past due                                                                14 563         11 412
3 months past due                                                                18 041         20 641
                                                                                123 386        106 763
Reconciliation of allowance for impairment of trade and other receivables
Opening balance                                                                 (19 509)        (6 649)
Increase in allowance for impairment                                            (45 728)       (39 071)
Amounts utilised                                                                 31 339         26 211
                                                                                (33 898)       (19 509)
5. Revenue
Sale of hardware                                                                144 008        147 360
Subscription revenue                                                            980 017        842 095
Sundry sales                                                                     16 964         16 026
                                                                              1 140 989      1 005 481
6. Operating expenses
Depreciation in operating expenses                                               71 794         48 286
Employee costs                                                                  270 312        254 639
Lease rentals on operating lease                                                 25 504         23 068
Motor vehicle expenses                                                           34 995         34 251
Net operating foreign exchange loss/(gain)                                        1 635        (11 332)
Other operating expenses                                                         66 190         93 290
Research and development                                                         79 926         37 786
                                                                                550 356        479 988
7. Financial instruments - Fair values and risk management
Financial assets and liabilities are materially short-term in nature and settled in the ordinary course of business with the exception of finance lease
agreements. The fair values of these short-term financial instruments approximate in all material respects the carrying amounts of the instruments as
disclosed in the statement of financial position. Finance lease agreements are variable rate instruments which mature over a period of approximately 60
months. We estimate that the fair value of these agreements materially approximate the carrying amounts of the instruments as disclosed in the statement
of financial position.


Figures in rand thousand                                                           2017           2016
8.Basic earnings per share
8.1. Basic earnings per share
Basic earnings per share
Basic earnings per share (cents)                                                     86             80
Weighted average number of ordinary shares (basic)
Issued at the beginning of the year                                             300 000        300 000
Effect of treasury shares held                                                   (1 234)           (51)
                                                                                298 766        299 949
Basic earnings
Profit attributable to ordinary shareholders                                    256 895        239 674
8.2. Headline earnings per share
Headline earnings per share (cents)                                                  85             81
Reconciliation between basic earnings and  headline earnings
Basic earnings                                                                  256 895        239 674
Adjusted for:
Reversal of bargain purchase                                                          -          3 279
Gain on disposal of assets net of tax                                            (1 610)        (1 019)
                                                                                255 285        241 934
8.3. Normalised earnings per share
Normalised earnings per share (cents)                                                85             75
Reconciliation between headline earnings and  normalised earnings
Headline earnings                                                               255 285        241 934
Net non-operating foreign exchange gain                                          (2 607)       (15 667)
                                                                                252 678        226 267

Figures in rand thousand                            South   Africa-      Europe        Asia      USA      Total      Total
                                                   Africa     Other                 Pacific                2017       2016
                                                                                 and Middle
                                                                                       East
9.  Supplementary information
    Constant currency segment report1
    Revenue                                       861 455   140 699      98 975      64 650       12  1 165 790  1 005 481
    Cost of sales                                (173 222)  (10 480)    (17 843)    (14 561)       -   (216 106)  (186 749)
    Gross profit                                  688 233   130 219      81 132      50 089       12    949 685    818 732
    Other income                                    2 846       579       2 716         576        -      6 717      6 062
    Net operating foreign exchange gain/(loss)     (4 003)      405       1 601          73        -     (1 924)    11 333
    Operating expenses                           (364 913)  (68 580)    (67 152)    (53 330)  (4 260)  (558 235)  (491 321)
    Operating profit                              322 163    62 623      18 297      (2 592)  (4 248)   396 243    344 806
    Financing cost                                 (5 462)      (67)       (220)        (16)       -     (5 765)    (4 463)
    Financing revenue                               1 804     3 322           -           1        -      5 128      6 256
    Net non-operating foreign exchange gain         2 607         -           -           -        -      2 607     15 667
    Profit before taxation                        321 112    65 878      18 077      (2 607)  (4 248)   398 212    362 266

1 This pro forma information is the responsibility of the directors of Cartrack.
The purpose of this pro forma information is to provide insight into the impact of foreign exchange movements  on the statement of comprehensive income
and related earnings information, and is for illustrative purposes only.  Due to its nature, it may not fairly present Cartrack's financial position,
changes in equity, and results of operations  or cash flows.

The impact is computed as a combination of the following two calculations:
- Components included in cost of sales are largely procured in US Dollars. The impact of currency fluctuations  on cost of sales for the period to
  28 February 2017 was recomputed by applying the average exchange rates  applicable to the corresponding 29 February 2016 cost of sales, being those rates
  applicable at the dates of  stock procurement. On this basis, the cost of sales for period to 28 February 2017 would have decreased  by 25%, and
- All other actual 31 August 2016 line items were recalculated at the average exchange rates applied for the  period ended 29 February 2016.

CORPORATE INFORMATION
Cartrack Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 2005/036316/06)
Share Code: CTK ISIN:ZAE000198305
(Cartrack or the group)

Registered office
Cartrack Corner
11 Keyes Road
Rosebank
Johannesburg
2196
(PO Box 4709, Rivonia, 2128)

Directors
Independent non-executive directors
David Brown (Independent Chairman)
Thebe Ikalafeng
Kim White

Executive Directors
Isaias Jose Calisto (Global Chief Executive Officer)
John Richard Edmeston (Global Chief Financial Officer)

Company Secretary
Anname de Villiers
Cartrack Corner
11 Keyes Road
Rosebank
Johannesburg
2196
(PO Box 4709, Rivonia, 2128)

Sponsor
The Corporate Finance division of Investec Bank Limited
2nd Floor
100 Grayston Drive
Sandown
Sandton
2196
(PO Box 785700, Sandton, 2146)

Transfer Secretary
Computershare Investor Services Proprietary Limited
Rosebank Towers
15 Biermann Avenue
Rosebank
Johannesburg
2001
(PO Box 61051, Marshalltown, 2107)


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