MiX Telematics : Annual Financial Statements 2023

GROUP AND COMPANY ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31

www.mixtelematics.com

Financial Reports

Contents

Statement of Directors' Responsibility

Certificate of the Company Secretary

Directors' Report

Report of the Audit and Risk Committee

Chief Executive Officer and Chief Financial Officer Responsibility Statement

Independent Auditor's Report

Consolidated statements of financial position

Consolidated income statements

Consolidated statements of comprehensive income

Consolidated statements of changes in equity

Consolidated statements of cash flows

Notes to the Consolidated Financial Statements

Company Financial Statements

Analysis of ordinary shareholders

1

2

3

6

10

11

17

18

19

20

21

22

96

118

MiX Telematics Limited | Group and Company Annual Financial Statements for the year ended March 31, 2023

Statement of Directors' Responsibility

for the year ended March 31, 2023

The directors are responsible for the preparation, integrity and fair presentation of the Annual Financial Statements of MiX Telematics Limited ("the Company") and its subsidiaries ("the Group"). The Annual Financial Statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board, IFRS Interpretations Committee ("IFRIC") interpretations applicable to companies reporting under IFRS, SAICA Financial Reporting guides as issued by the Accounting Practices Committee, Financial Pronouncements as issued by the Financial Reporting Standards Council, the JSE Listings Requirements, the King IV Report on Corporate Governance and in accordance with the requirements of the Companies Act No. 71 of 2008, as amended ("the Companies Act"), and include amounts based on judgements and estimates made by management.

The directors consider that, having applied IFRS in preparing the financial statements, they have used the most appropriate accounting policies, consistently applied and supported by reasonable and prudent judgements and estimates, and that all IFRS that they consider applicable have been followed. The directors are satisfied that the information contained in the financial statements fairly presents the results of the operations and cash flows for the year, and the financial position of the Group and Company at year-end, in accordance with IFRS and the Companies Act.

The directors are also responsible for the system of internal control. This is designed to provide reasonable, but not absolute, assurance as to the reliability of the Annual Financial Statements, and to adequately safeguard, verify and maintain accountability of assets, as well as to prevent and detect material misstatement and loss. In fiscal year 2022, a material weakness (as defined by the Public Company Accounting Oversight Board ("PCAOB") Clarified Audit Standard No.2201) was identified in internal controls related to the design and operating effectiveness of business process level controls in the areas of management review of income tax, consignment stock and capitalization of internally generated software costs at the Company's Africa segment as a result of the lack of senior financial resources to appropriately supervise and execute controls activities.

The prior year material weakness was assessed as being remediated as at March 31, 2023. A number of control deficiencies were identified during the 2023 fiscal year. These control deficiencies have been reported to the Audit & Risk Committee, The status of remediation of all control deficiencies are montored by the Audit and Risk Committee.

Management concluded the Company's financial reporting and disclosure controls and procedures were effective as of March 31,2023. Management believes that the Annual Financial Statements in this Annual Report present, in all material respects, the Company's financial condition as reported, in conformity with IFRS.

The Annual Financial Statements are prepared on a going concern basis. Nothing has come to the attention of the Board of Directors to indicate that the Company or the Group will not remain a going concern for the foreseeable future. The Board of Directors believe that the Company and the Group will remain a going concern for the foreseeable future, based on forecasts, available cash resources and existing borrowing facilities. These financial statements support the viability of the Group and the Company.

The Group's external auditors are Deloitte & Touche and their unmodified report is presented on pages 11 to 16. The external auditors were given unrestricted access to all financial records and related data, including minutes of all meetings of shareholders, the Board of Directors and committees of the Board of Directors. The Board of Directors believe that all representations made to the independent external auditors during their audit are valid and appropriate.

The Annual Financial Statements set out on pages 1 to 10 and 17 to 119 were approved by the Board of Directors on June 22, 2023 and are signed on its behalf by:

I Jacobs	S Joselowitz
Chairperson of the Board	Chief Executive Officer

P Dell

Chief Financial Officer

Midrand

June 22, 2023

1

MiX Telematics Limited | Group and Company Annual Financial Statements for the year ended March 31, 2023

Certificate of the Company Secretary

for the year ended March 31, 2023

In terms of the Companies Act No. 71 of 2008, as amended, ("the Companies Act"), we certify that, to the best of our knowledge and belief, the Company has lodged with the Companies and Intellectual Properties Commission, for the financial year ended March 31, 2023, all such returns as are required of a public company in terms of section 88 of the Companies Act and that all such returns are true, correct and up to date.

Statucor Proprietary Limited

Company Secretary

June 22, 2023

2

MiX Telematics Limited | Group and Company Annual Financial Statements for the year ended March 31, 2023

Directors' Report

for the year ended March 31, 2023

Nature of business

MiX Telematics Limited ("MiX Telematics" or "the Company" or "the Group") is a company listed under the "MIX" share code in the Business Support Services sector on the Johannesburg Stock Exchange ("JSE"). The Company's American Depositary Shares ("ADSs") are listed on the New York Stock Exchange ("NYSE") and traded under the symbol MIXT. The Group's activities focus on fleet and mobile asset management solutions delivered as Software-as-a- Service. The Company's registered address is Matrix Corner, Howick Close, Waterfall Park, Bekker Road, Midrand, South Africa, 1686.

Accounting practices

The Annual Financial Statements of the Group and Company for the year ended March 31, 2023, have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board, IFRS Interpretations Committee ("IFRIC") interpretations applicable to companies reporting under IFRS, SAICA Financial Reporting guides as issued by the Accounting Practices Committee, Financial Pronouncements as issued by the Financial Reporting Standards Council, the requirements of the Companies Act No. 71 of 2008 and the JSE Listings Requirements.

Review of results

The results of the Group and the Company have been set out in the attached financial statements, as set out on pages 1 to 10 and 17 to 119.

Changes to share capital

During the 2023 fiscal year, 4,743,745 (2022: 5,618,052) ordinary shares of no par value were issued as a result of share appreciation rights exercised during the year.

During fiscal year 2023 the Company repurchased 1,166,659 shares as part of the share repurchase program detailed below (2022: 6,020,085 shares were repurchased).

At year-end, the authorized share capital amounted to 1 billion ordinary shares of no par value and 100 million preference shares with no par value. The number of issued ordinary shares of no par value amounted to 608,753,569 at March 31, 2023 (2022: 605,176,483).

MiX Telematics Investments Proprietary Limited holds 53,816,750
(2022: 53,816,750) of the Company's ordinary shares of no par value,
which were acquired under an approved general share repurchase
program. During fiscal 2016, 40,000,000 shares were purchased and
during fiscal 2020 13,816,750 additional shares were purchased.
These shares were held as treasury shares by the Group at the end
of the current and prior financial years.	3

There were no changes in the Company's authorized number of ordinary shares during the year under review (2022: none) nor were there any changes to the Company's authorized number of preference shares during the year under review. No preference shares were issued during the year (2022: none).

Share repurchase program

On May 23, 2017, the Board of Directors approved a share repurchase program of up to R270 million under which the Company may repurchase its ordinary shares, including ADSs. On December 3, 2021, the Board of Directors approved an increase to the share repurchase program under which the Company may repurchase ordinary shares, including ADSs. Post this increase, and after giving effect to shares already purchased under the program as at December 2, 2021, the Company could repurchase additional shares with a cumulative value of R160 million. The total value of the whole share repurchase program post the December 3, 2021 increase is R396.5 million. Subsequent to the approved increase in the share repurchase program shares with a value of R44.7 million were repurchased during fiscal year 2022 and shares with a value of R6.6 million were repurchased during fiscal year 2023. At March, 31 2023, additional shares to the value of R108.7 million may still be repurchased.

The Company may repurchase its shares from time to time at its discretion through open market transactions and block trades, based on ongoing assessments of the capital needs of the Company, the market price of its securities and general market conditions. This share repurchase program may be discontinued at any time by the Board of Directors, and the Company has no obligation to repurchase any amount of its securities under the program. The share repurchase program will be funded out of existing cash resources or borrowing facilities.

During fiscal year 2023 the Company repurchased 1,166,659 shares (2022: 6,020,085 shares were repurchased). These shares were subsequently de-listed and now form part of the authorized unissued share capital of the Company. The authority to repurchase shares will expire at the upcoming annual general meeting.

Acquisitions and disposals

MiX Telematics North America Incorporated, a 100% owned subsidiary of the Company, acquired Trimble Inc's ("Trimble") FSM business in North America on September 2, 2022, refer to note 36 of the consolidated Annual Financial Statements for additional information regarding the acquisition. The Group did not enter into any acquisitions nor dispose of any businesses during the 2022 fiscal year.

3