Powerfleet, Inc.

Condensed Consolidated Balance Sheets

(In thousands, except per share data)

Condensed Consolidated Statements of Operations

(In thousands, except per share data)

Condensed Consolidated Statements of Comprehensive (Loss) Income

Condensed Consolidated Statements of Changes in Stockholders’ Equity

(*)Excludes redeemable non-controlling interests.

Condensed Consolidated Statements of Cash Flows

Notes to Condensed Consolidated Financial Statements

September 30, 2026

In thousands (except per share data)

NOTE 1 -DESCRIPTION OF THE COMPANY AND BASIS OF PRESENTATION

Description of the Company

Powerfleet, Inc. (the “Company” or “Powerfleet”) is a global provider of Artificial Intelligence-of-Things (“AIoT”) solutions providing valuable business intelligence for managing high-value enterprise assets that improve operational efficiencies. The Company has a primary listing on The Nasdaq Global Market and a secondary listing on the Main Board of the Johannesburg Stock Exchange.

Basis of Preparation

The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned and majority-owned subsidiaries. All material intercompany balances and transactions have been eliminated in consolidation. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, these unaudited condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and include all adjustments (consisting only of normal recurring items) which are considered necessary for a fair presentation of the consolidated financial position of the Company as of September 30, 2026 and March 31, 2026, the consolidated results of its operations for the three- and six-month periods ended September 30, 2026 and 2025, the consolidated change in stockholders’ equity for the three- and six-month periods ended September 30, 2026 and 2025, and the consolidated cash flows for the six-month periods ended September 30, 2026 and 2025. The results of operations for the three- and six-month periods ended September 30, 2026 are not necessarily indicative of the operating results for the full year. These financial statements should be read in conjunction with the audited consolidated financial statements and related disclosures for the fiscal year ended March 31, 2026 included in the Company’s Annual Report on Form 10-K for the year then ended.

NOTE 2 -USE OF ESTIMATES

The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Such management estimates include, but are not limited to, assumptions used in business combinations, allowance for credit losses, income taxes, realization of deferred tax assets, accounting for uncertain tax positions, the impairment of intangible assets, including goodwill and long-lived assets, capitalized software development costs, standalone selling prices (“SSP”), valuation of the derivative asset, redeemable non-controlling interest, and market-based stock-based compensation costs. Actual results could differ materially from those estimates and assumptions made.

NOTE 3 -ACQUISITIONS

EKS Transaction

On August 17, 2026, MiX Telematics Enterprise SA (Pty) Ltd (“MiX Enterprise”), a wholly owned subsidiary of the Company, entered into a restructuring arrangement involving EKS Vehicle Tracking Proprietary Limited (“EKS”), the MiX AFSOL TMS Trust (the “Trust”), and certain existing shareholders and related parties of EKS, pursuant to which all outstanding shares of EKS were transferred to the Trust (the “EKS Transaction”). MiX Enterprise and AFSOL TMS Proprietary Limited (“AFSOL TMS”) are the beneficiaries of the Trust and, subject to the terms of the Trust deed, are entitled to 70% and 30%, respectively, of residual income distributed by the Trust. MiX Enterprise is also entitled to certain other economic benefits arising from the EKS shares that are not shared with AFSOL TMS.

The Company determined that EKS meets the definition of a business under ASC 805, Business Combinations. The Company also evaluated the Trust and EKS under ASC 810, Consolidation, and concluded that both the Trust and EKS are variable interest entities. The Company determined that MiX Enterprise is the primary beneficiary of both entities because it has the power to direct the activities that most significantly affect their economic performance and has economic interests that could potentially be significant to the respective entities. The Company accounted for EKS as a business combination using the acquisition method of accounting pursuant to ASC 805 upon obtaining control effective August 17, 2026.

Allocation of Purchase Price

Under the acquisition method of accounting, the identifiable assets acquired and liabilities assumed were recognized at their estimated acquisition-date fair values, with the excess of the consideration transferred over the fair value of the identifiable net assets acquired recognized as goodwill. Goodwill is primarily attributable to the assembled workforce and expected synergies and other future economic benefits. Goodwill is not deductible for tax purposes.

The preliminary allocation of the purchase price for the EKS Transaction was as follows (in thousands):

The purchase price allocation is preliminary and based on information available as of September 30, 2026. The Company will continue to evaluate information relating to facts and circumstances that existed as of the acquisition date and may record measurement-period adjustments as the valuation of the assets acquired and liabilities assumed is finalized.

Under the terms of the EKS Transaction, EKS is required to repay a R 23,618 loan owed to Tanzanite Management Services Proprietary Limited, an affiliate of AFSOL TMS, infour installments from cash generated through its ordinary business operations. If EKS does not have sufficient free cash flow to fund an installment, MiX Enterprise, upon EKS’s written request, is required to loan EKS the amount of the applicable shortfall. The first R 6,000 installment was funded by MiX Enterprise.

For the period from the acquisition date through September 30, 2026, EKS contributed revenues of $1,436 and net loss of $232 to the Company’s condensed consolidated statements of operations.

RTS Acquisition

On February 1, 2026, MiX Telematics Africa (Pty) Ltd. (“MiX Africa”), a wholly owned subsidiary of the Company, acquired 100% of the issued and outstanding share capital of RTS Solutions Africa (Pty) Ltd. (“RTS”) from Macrocomm Group (Pty) Ltd (“Macrocomm”) (such acquisition, the “RTS Acquisition”). As consideration for the RTS Acquisition,127 MiX Africa shares were issued to Macrocomm, representing an 11.27% interest in MiX Africa, with an acquisition-date fair value of $8,765.

The RTS Acquisition was accounted for as a business combination using the acquisition method under ASC 805, Business Combinations, with the Company identified as the accounting acquirer.

RTS contributed revenue of $1,357 and net income of $86 to the Company’s condensed consolidated statement of operations for the three-month period ended September 30, 2026.

RTS contributed revenue of $2,684 and net income of $152 to the Company’s condensed consolidated statement of operations for the six-month period ended September 30, 2026.

If the business acquired in the RTS Acquisition had been acquired with an effective date as of April 1, 2025, it would have contributed revenue of $968 and $2,004 and a net loss of $61 and $69 for the three and six months ended September 30, 2025, respectively, of which $35 and $69, respectively, related to the amortization of acquired identifiable intangible assets.

The Company expensed a total of $0 and $202 of acquisition-related costs in the condensed consolidated statements of operations related to the RTS Acquisition for the three- and six-month periods ended September 30, 2026, respectively. Acquisition-related costs are classified as selling, general and administrative expenses in the condensed consolidated statements of operations.

NOTE 4 -CASH AND CASH EQUIVALENTS AND RESTRICTED CASH

The Company considers all highly liquid debt instruments with an original maturity of three months or less when purchased to be cash equivalents unless they are legally or contractually restricted. The Company’s cash and cash equivalent balances at times exceed Federal Deposit Insurance Corporation and other local jurisdictional insurance limits.

The table below presents the restricted cash balances as of September 30, 2026 and March 31, 2026 (in thousands):

NOTE 5 -REVENUE RECOGNITION

The Company generates revenue from sales of products and from customer software-as-a-service (“SaaS”), data integration and hosting infrastructure fees. The revenue streams are categorized as product revenue and services revenue, based on the nature of the underlying goods and services provided.

The Company’s revenue recognition policies have not materially changed from those described in Note 2[E] to the consolidated financial statements included in its Annual Report on Form 10-K for the year ended March 31, 2026.

The following table presents the Company’s revenues disaggregated by revenue source for the three and six months ended September 30, 2026 and 2025 (in thousands):

The balances of contract assets and contract liabilities from contracts with customers are as follows as of September 30, 2026 and March 31, 2026 (in thousands):

(1) Deferred contract costs are included in Other assets on the condensed consolidated balance sheet.

(2) The Company records deferred revenue when cash payments are received or due in advance of the Company’s performance. For the three-month periods ended September 30, 2026 and 2025, the Company recognized revenue of $8,137 and $5,095, respectively, which was included in the deferred revenue balance at the beginning of each reporting period. For the six-month periods ended September 30, 2026 and 2025, the Company recognized revenue of $14,757 and $10,563, respectively, which was included in the deferred revenue balance at the beginning of each reporting period. The Company expects to recognize the remaining deferred revenue balance as revenue through fiscal year 2029, as it transfers the related goods and services and, therefore, satisfies its performance obligations to its customers.

NOTE 6 -ALLOWANCE FOR CREDIT LOSSES

The Company’s methodology for estimating expected credit losses has not changed materially from that described in Note 2[D] to the consolidated financial statements included in its Annual Report on Form 10-K for the year ended March 31, 2026.

An analysis of the allowance for credit losses for the periods ended September 30, 2026 and 2025 is as follows (in thousands):

NOTE 7 -PREPAID EXPENSES AND OTHER ASSETS

Prepaid expenses and other current assets comprise the following (in thousands):

NOTE 8 -INVENTORY

Inventories consist of the following (in thousands):

NOTE 9 -FIXED ASSETS

The following table summarizes fixed assets of the Company as of September 30, 2026 and March 31, 2026 (in thousands):

Depreciation and amortization expense for the three- and six-month periods ended September 30, 2026 was $6,073 and $11,818, respectively, and for the three- and six-month periods ended September 30, 2025 was $6,277 and $12,449, respectively.

NOTE 10 -INTANGIBLE ASSETS AND GOODWILL

The following table summarizes identifiable intangible assets of the Company as of September 30, 2026 and March 31, 2026 (in thousands):

The weighted-average remaining amortization periods for customer relationships, trademarks and tradenames, patents, technology, and capitalized software to be sold or leased at September 30, 2026 were 10.0,9.7,1.8,2.8, and 2.8 years, respectively, and at March 31, 2026 were 10.2,9.8,3.0,2.8, and 2.8 years, respectively.

Amortization expense for the three- and six-month periods ended September 30, 2026 was $11,216 and $21,678, respe ctively, and for the three- and six-month periods ended September 30, 2025 was$9,516 and$19,375, respectively.

Estimated future amortization expense for each of the five succeeding fiscal years for these intangible assets is as follows (in thousands):

Reconciliation of Total Goodwill

The following table is a reconciliation of the carrying amount of goodwill as of March 31, 2026 and September 30, 2026 (in thousands):

During the quarter ended September 30, 2026, the Company experienced a decline in its market capitalization as a result of a decrease in its stock price, which represented a triggering event requiring the Company’s management to perform quantitative goodwill impairment tests. The Company performed a quantitative assessment whereby the fair value of its single reporting unit, including the implied control premium, was estimated and compared to its market capitalization as of September 30, 2026 to determine if the fair value is reasonable compared to external market indicators. Market capitalization is determined by multiplying the number of shares of common stock outstanding by the market price of its common stock as of the assessment date. The control premium, or the amount paid by a new controlling shareholder for the benefits resulting from synergies and other potential benefits derived from controlling the acquired company, is determined by utilizing data from publicly available premium studies for similarly situated public company transactions. As a result of this quantitative assessment, the Company determined that the fair value of the reporting unit was not less than its carrying amount and thus goodwill was not impaired as of September 30, 2026. Changes in judgments, assumptions, and estimates could result in significantly different fair value estimates.

For the three- and six-month periods ended September 30, 2026, the Company did not incur an impairment charge.

NOTE 11 -STOCK-BASED COMPENSATION

[A] Stock Options:

During the three- and six-month periods ended September 30, 2026, the Company didnot grant any market-based stock options.

The following table summarizes the activity relating to the Company’s market-based stock options for the six-month period ended September 30, 2026:

During the three- and six-month periods ended September 30, 2026, the Company didnot grant any options to purchase shares of common stock with time-based vesting conditions.

The following table summarizes the activity relating to the Company’s stock options, excluding the market-based stock options, for the six-month period ended September 30, 2026:

The Company recorded stock-based compensation expense of $(212) and $19 for the three- and six-month periods ended September 30, 2026, respectively, and $406 and $853 for the three- and six-month periods ended September 30, 2025, respectively, in connection with awards made under the stock option plans, including market-based and time-based options.

The fair value of options vested during the six-month periods ended September 30, 2026 and 2025 amounted to $100 and $199, respectively. There wereno option exercises during the three- and six-month periods ended September 30, 2026 and 2025.

As of September 30, 2026, there was $28 of total unrecognized compensation costs related to unvested options granted under the Company’s stock option plans excluding the market-based stock options that were granted to certain senior managers, including the Company’s executive officers. That cost is expected to be recognized over a weighted-average period of 0.22 years.

As of September 30, 2026, there was $365 of total unrecognized compensation costs related to unvested options granted under the Company’s stock option plans for the market-based stock options that were granted to certain senior managers, including the Company’s executive officers. That cost is expected to be recognized over a weighted-average period of 0.46 years.

The Company estimates forfeitures at the time of valuation and reduces expenses ratably over the vesting period. This estimate is adjusted periodically based on the extent to which actual forfeitures differ, or are expected to differ, from the previous estimate.

[B] Restricted Stock Awards, Restricted Stock Units (“RSUs”) and Performance Stock Units (“PSUs”):

During the six-month period ended September 30, 2026, the Company granted 225 RSUs and 225 PSUs to a member of the Company’s senior management team. RSUs vest in equal installments over athree-year period, provided that such member remains employed by the Company on each scheduled vesting date and PSUs vest if specified performance targets are achieved and provided that such member remains employed by the Company on the scheduled vesting date. The grant date for these awards was determined to be August 11, 2026.

During the six-month period ended September 30, 2026, the Company granted 110 RSUs to certain of the Company’s non-employee directors, which vest in full on the earlier of the first anniversary of the grant date and the date of the Company’s next annual meeting of stockholders, provided that they continue to serve as directors of the Company on such date. The grant date for these awards was determined to be either August 17, 2026 or September 17, 2026.

During the six-month period ended September 30, 2026, the Company didnot grant any restricted stock awards.

A summary of all unvested restricted stock, RSUs and PSUs for the six-month period ended September 30, 2026 is as follows:

The Company recorded stock-based compensation expenses of $1,818 and $4,321 for the three- and six-month periods ended September 30, 2026, respectively, and $1,769 and $2,589 for the three- and six-month periods ended September 30, 2025, respectively, in connection with restricted stock, RSU and PSU grants. As of September 30, 2026, there was $13,429 of total unrecognized compensation cost related to unvested shares, RSUs and PSUs.

[C] Stock Appreciation Rights:

The following table summarizes the activity relating to the Company’s stock appreciation rights (“SARs”) for the six-month period ended September 30, 2026:

The total stock-based compensation expense recognized in connection with SARs during the three- and six-month periods ended September 30, 2026 was $325 and $650, respectively, and during the three- and six-month periods ended September 30, 2025 was $361 and $722, respectively.

As of September 30, 2026, there was $1,708 of unrecognized compensation cost related to unvested SARs. This amount is expected to be recognized over a weighted-average period of 1.30 years.

NOTE 12 -NET LOSS PER SHARE

Net loss per share for the three- and six-month periods ended September 30, 2026 and 2025 is as follows (in thousands, except per share data):

Basic loss per share is calculated by dividing net loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted loss per share reflects the potential dilution assuming common shares were issued upon the exercise of outstanding options and the proceeds thereof were used to purchase outstanding common shares. Basic and diluted loss per share were the same because the effect of potentially dilutive securities was anti-dilutive.

NOTE 13 -SHORT-TERM BANK DEBT AND LONG-TERM DEBT

Amounts outstanding under short‑term and long‑term debt were classified on the condensed consolidated balance sheets as follows (in thousands):

As of September 30, 2026, the Company had debt outstanding under credit facilities with Bank Hapoalim B.M. (“Hapoalim”) and FirstRand Bank Limited (acting through its Rand Merchant Bank division) (“RMB”). As of September 30, 2026, short-term bank debt consisted of $53,242 of borrowing facilities and $6 of book overdrafts.

Summary of Debt Facilities

Short-Term Debt

The following table summarizes the Company’s revolving credit facilities as of September 30, 2026 (in thousands):

RMB General Facility

The Company had a general banking facility with RMB of R 350,000 (equivalent to $21,344 at September 30, 2026) (the “RMB General Facility”). The RMB General Facility was repayable on demand and its contractual term expired on April 2, 2026. Subsequent to September 30, 2026, the Company continued discussions with RMB regarding the establishment of a new general banking facility, which would extend and replace the RMB General Facility, and certain additional operational banking facilities in connection with the transition of the Company’s South African transactional banking relationship to RMB. The proposed arrangements include a general banking facility intended to support working capital and cash management requirements, as well as additional operational banking facilities supporting transactional banking activities. The proposed facilities have received credit approval from RMB and remain subject to the execution of definitive documentation and receipt of certain corporate approvals. The Company expects to finalize the arrangements following completion of these internal approval and documentation processes. RMB has not demanded, and has indicated that it does not intend to demand, repayment of the RMB General Facility.

2026 RMB Revolving Credit Facilities

On February 5, 2026, the Company and certain subsidiaries entered into an agreement with RMB providing revolving credit facilities of $10,000 (“RMB Revolving Credit Facility A”) and R 180,000 (“RMB Revolving Credit Facility B” and, together with the RMB Revolving Credit Facility A, the “RMB Revolving Credit Facilities”). The RMB Revolving Credit Facilities mature on February 1, 2027, bear interest at the rates presented in the table above and are subject to customary prepayment provisions. The Company pays commitment fees on the undrawn portions of the facilities.

Hapoalim Revolving Credit Facilities

The credit agreement with Hapoalim (as amended, the “Hapoalim Credit Agreement”) providestwo revolving credit facilities with aggregate borrowing capacity of $30,000 (composed oftwo revolvers in the aggregate principal amounts of $10,000 and $20,000) (“Hapoalim Revolving Credit Facility C” and “Hapoalim Revolving Credit Facility D,” respectively, and, collectively, the “Hapoalim Revolving Credit Facilities”). The Hapoalim Revolving Credit Facilities bear interest at the rates and mature on the dates presented in the table above.

The Hapoalim Revolving Credit Facilities are secured by first‑ranking and exclusive fixed and floating charges, including by Powerfleet Israel Ltd (“Powerfleet Israel”) over the entire share capital of Pointer Telocation Ltd (“Pointer”) and by Pointer over its assets, as well as cross‑guarantees between Powerfleet Israel and Pointer, subject to specified exclusions.

The weighted-average interest rate on short-term borrowings as of September 30, 2026 and March 31, 2026 was 7.79% and 7.90%, respectively.

Other Borrowings

As described in Note 3, Acquisitions, the Company obtained control of EKS on August 17, 2026 and accounted for the EKS Transaction as a business combination using the acquisition method from that date. As of the acquisition date, EKS hadtwo unsecured, interest-free loans outstanding.

•Tanzanite Management Services (Pty) Ltd, an affiliate of AFSOL TMS – Under the restructuring arrangement, EKS is required to repay the loan in four installments from cash generated through its ordinary business operations. If EKS does not have sufficient free cash flow to fund an installment, MiX Enterprise, upon EKS’s written request, is required to loan EKS the amount of the applicable shortfall. MiX Enterprise funded the first installment of R 6,000. The remaining balance of R 17,618 ($1,075) is repayable inthree equal installments, with the final installment due on February 28, 2027.

•Automated Fleet Solutions (Pty) Ltd – The loan of R 54,000 ($3,294) has no fixed repayment terms.

Long-Term Debt

The following table summarizes the Company’s loan facilities as of September 30, 2026 (in thousands):

** The outstanding balance of the Hapoalim Term Facility B exceeds the original USD equivalent principal amount due to foreign currency fluctuations with no required principal payments until maturity.

Hapoalim Term Facilities

The Hapoalim Credit Agreement also provides fortwo senior secured term loan facilities denominated in NIS to Powerfleet Israel in an aggregate principal amount of $30,000 (composed oftwo facilities in the aggregate principal amounts of $20,000 and $10,000, respectively) (“Hapoalim Term Facility A” and “Hapoalim Term Facility B,” respectively, and, together with the Hapoalim Revolving Credit Facilities, the “Hapoalim Credit Facilities”).

Hapoalim Term Facility A amortizes in quarterly installments over itsfive-year term, while Hapoalim Term Facility B does not amortize and is payable in full at maturity. The interest rates, outstanding balances and maturity dates are presented in the table above.

The Hapoalim Credit Facilities are secured by first‑ranking and exclusive fixed and floating charges, including by Powerfleet Israel over the entire share capital of Pointer and by Pointer over its assets, as well as cross‑guarantees between Powerfleet Israel and Pointer, subject to specified exclusions.

For the three- and six-month periods ended September 30, 2026, the Company recorded a cost of $13 and $27, respectively, net of additional deferred costs and credit to the original debt issuance costs and amortization of the original debt issuance costs. For the three- and six-month periods ended September 30, 2025, the Company recorded $15 and $30 of additional deferred costs to the original debt issuance costs and refinancing fee paid to Hapoalim, respectively. The Company recorded charges of $472 and $1,015 to interest expense on its condensed consolidated statements of operations for the three- and six-month periods ended September 30, 2026, respectively, and $608 and $1,232 for the three- and six-month periods ended September 30, 2025, respectively, related to interest expense associated with the Hapoalim debt.

Hapoalim Covenants

The Hapoalim Credit Agreement contains certain customary affirmative and negative covenants, including financial covenants with respect to Pointer’s net debt levels which must be less than 100% of Working Capital (as defined in the Hapoalim Credit Agreement), the ratio of the borrowers’ combined debt to Pointer’s EBITDA ratio must not exceed 4.75, Powerfleet Israel’s minimum equity which must not be less than $60,000, and the ratio of Powerfleet Israel’s equity to its total assets which must be greater than 35% and the ratio of Pointer’s net debt to EBITDA ratio must not exceed 2. The occurrence of any event of default under the Hapoalim Credit Agreement may result in all outstanding indebtedness under the Hapoalim Credit Facilities becoming immediately due and payable. As of September 30, 2026, the Company was in compliance with all applicable financial and non‑financial covenants, and no events of default had occurred.

RMB Term Facilities

On March 7, 2024, the Company and certain subsidiaries entered into an agreement with RMB the (“RMB Term Facilities Agreement”) providingtwo term loan facilities, each with an original principal amount of $42,500 (“RMB Term Facility A” and “RMB Term Facility B,” respectively, and, collectively, the “RMB Term Facilities”). RMB Term Facility A matures on March 31, 2028 and RMB Term Facility B matures on March 31, 2029. Interest is payable quarterly, and the applicable interest rates are presented in the table above.

Certain optional and contingent prepayment features of the RMB Term Facilities, including mandatory prepayment upon uncertain future events, with any prepayment amount adjusted for RMB’s break gains or losses on the interest rate derivatives it entered into with third parties to fix the interest rates on the RMB Term Facilities (the “Prepayment Derivative”), are accounted for separately as embedded derivatives and measured at fair value, with changes in fair value recognized in earnings. The related derivative assets, which are included in other assets, were $1,210 and $2,022 for RMB Term Facilities A and B, respectively, at September 30, 2026, compared with $1,215 and $2,291, respectively, at March 31, 2026. The Prepayment Derivative is classified within Level 3 of the fair-value hierarchy due to the use of at least one significant unobservable input which is the credit spread volatility.

For the Prepayment Derivative asset in RMB Term Facility A, a change of -10% in credit spread volatility would result inno change in the derivative asset, while a change of +10% in credit spread volatility would also result inno change in the derivative asset. For the Prepayment Derivative asset in RMB Term Facility B, a change of -10% in credit spread volatility would result in a decrease in the derivative asset of $2, while a change of +10% in credit spread volatility would result in an increase in the derivative asset of $4.

The following key assumptions were used as of September 30, 2026:

For the three- and six-month periods ended September 30, 2026, the Company recorded $56 and $110, respectively, of amortization of the original debt issuance costs and the refinancing fee to RMB, compared to $74 and $146, respectively, for the corresponding periods in 2025.

For the three- and six-month periods ended September 30, 2026, the Company recorded interest expenseof $1,920 and $3,840, respectively, compared to $1,920 and $3,840, respectively, for the corresponding periods in 2025.

New RMB Term Facility

On September 27, 2024, the Company, and certain subsidiaries entered into an agreement with RMB (and, together with the RMB Term Facilities Agreement, the “RMB Facilities Agreements”) providing a $125,000 term loan facility that matures on October 31, 2029 (the “New RMB Term Facility”). Interest is payable quarterly, and the stated interest rate was 8.73% at September 30, 2026. The New RMB Term Facility is guaranteed, on a joint and several basis, by certain wholly owned subsidiaries and secured by first‑priority security interests over their share capital.

For the three- and six-month periods ended September 30, 2026 and 2025, the Company recorded $66, $130, $60 and $118, respectively, of amortization of debt issuance costs related to the New RMB Term Facility. For the three- and six-month periods ended September 30, 2026 and 2025, the Company recorded $2,729, $5,447, $2,905 and $5,843, respectively, of interest expense related to the New RMB Term Facility.

RMB Covenants

The RMB Facilities Agreements contain certain customary affirmative and negative covenants, including financial covenants with respect to the ratio of the Company’s consolidated total net borrowings to consolidated EBITDA, which must be less than (i)2.75 from June 30, 2026 through March 30, 2027, and (ii)2.50 thereafter, and the ratio of the Company’s consolidated EBITDA to consolidated total finance costs, which must exceed (i)3.00 from September 30, 2025 through September 29, 2026 and (ii)3.50 thereafter. The RMB Facilities Agreements also include representations, warranties, events of default and other provisions customary for financings of this type. The occurrence of any event of default under the RMB Facilities Agreements may result in all outstanding indebtedness under the RMB Term Facilities or New RMB Term Facility, as applicable, becoming immediately due and payable. The RMB Facilities Agreements include an equity cure provision, allowing the Company to remedy a breach of the above financial covenants by receiving a qualifying shareholder contribution (a “Cure Amount”) within 45 days of the applicable Measurement Date (as defined in each of the RMB Facilities Agreements). The Cure Amount may be applied as a notional reduction in net borrowings or finance costs solely for covenant compliance purposes. The use of this provision is limited such that (i) a Cure Amount may not be applied in two consecutive Measurement Periods (as defined in each of the RMB Facilities Agreements) and (ii) Cure Amounts may be applied a maximum of three times over the life of the RMB Facilities Agreements, as applicable. All Cure Amounts must be applied toward mandatory prepayment of outstanding loans under the RMB Term Facilities or New RMB Term Facility, as applicable. As of September 30, 2026, the Company was in compliance with all applicable financial and non‑financial covenants, and no events of default had occurred.

Contractual Maturities

Scheduled contractual maturities of the long-term debt as of September 30, 2026 are as follows (in thousands):

NOTE 14 -ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities consist of the following (in thousands):

The following table summarizes warranty activity for the six months ended September 30, 2026 and 2025 (in thousands):

NOTE 15 -RESTRUCTURING EXPENSES

The Company initiated restructuring actions in connection with the integration of MiX Telematics Ltd. (“MiX Telematics”) and Fleet Complete to streamline operations and capture operating synergies. These actions included workforce reductions and employee terminations related to consolidation of overlapping functions. The Company’s restructuring plans are generally country- or region-specific and are typically completed within a one-year period.

For the three-month periods ended September 30, 2026 and 2025, the Company recognized restructuring expenses of $2,205 and $770, respectively, primarily consisting of employee termination costs. For the six-month periods ended September 30, 2026 and 2025, the Company recognized restructuring expenses of $2,932 and $2,765, respectively, primarily consisting of employee termination costs. Restructuring expenses are recorded in selling, general and administrative expenses in the condensed consolidated statements of operations.

The following table summarizes the details of the Company’s restructuring liability (in thousands):

From April 1, 2024 through September 30, 2026, the Company incurred expenses of $11,440 in connection with restructuring activities and expects to incur additional charges, primarily for severance, with most related cash outflows expected within the next 12 months.

In addition to these restructuring expenses, the Company recognized inventory write-downs related to hardware rationalization (included in cost of revenues) and retention, leadership transition, and other professional costs (included in selling, general and administrative expenses) associated with the restructuring activities. Lease-related impairments and modifications, if any, are accounted for under ASC 842 (included in other income/expenses).

NOTE 16 -ACCUMULATED OTHER COMPREHENSIVE INCOME

Comprehensive income includes net loss and foreign currency translation gains and losses.

The accumulated balances for each classification of other comprehensive income for the six-month period ended September 30, 2026 are as follows (in thousands):

The accumulated balances for each classification of other comprehensive income for the six-month period ended September 30, 2025 are as follows (in thousands):

There were no reclassification adjustments out of accumulated other comprehensive income during the periods presented.

NOTE 17 -REDEEMABLE NON-CONTROLLING INTERESTS

In connection with the RTS Acquisition, MiX Africa and MiX Telematics entered into a shareholders’ agreement with Macrocomm, which provides, among other things, Macrocomm with an option, exercisable withinsix months following the fifth-year anniversary of consummation of the RTS Acquisition, to require MiX Africa or its nominee to purchase all equity interests in MiX Africa held by Macrocomm for either (i) the greater of (x) an amount based on a predetermined formula applied to MiX Africa’s revenue for the immediately preceding financial year and (y) R 90,000, with settlement in cash, or (ii) a fixed number of shares of the Company’s common stock (provided that the Company’s common stock is then-listed on the Johannesburg Stock Exchange) (the “Put Option”).

The non-controlling interest is classified as temporary equity as the redemption under the Put Option is not solely within the Company’s control. The balance is adjusted each reporting period for attributable income or loss and distributions and, under the Company’s elected immediate method, to the greater of its redemption value or carrying amount. The acquisition-date fair value of the redeemable non-controlling interest, including the Put Option, was $8,765 based on an estimate using a Monte Carlo simulation that incorporated expected revenue growth, market correlation, volatility and an appropriate discount rate.

The table below presents the reconciliation of changes in redeemable non-controlling interests as of March 31, 2026 and September 30, 2026 (in thousands):

NOTE 18 -SEGMENT INFORMATION

The Company has a single operating and reportable segment, wireless AIoT asset management. The Company’s Chief Operating Decision Maker (“CODM”) is its Chief Executive Officer, who reviews financial information presented on a consolidated basis. The CODM makes operating decisions, assesses financial performance, and allocates resources based on consolidated net loss attributable to common stockholders as reported on the Company’s condensed consolidated statements of operations. The Company derives its revenue from product revenue and services revenue. Product revenue consists primarily of the sale of hardware devices. Services revenue consists primarily of recurring subscription services as well as professional implementation and other non-recurring services. The measure of segment assets is reported on the condensed consolidated balance sheets as net fixed assets.

The following table summarizes the revenues and significant expenses regularly provided to the CODM (in thousands):

The following table summarizes revenues by geographic region (in thousands):

The following table summarizes long-lived assets by geographic region (in thousands):

NOTE 19 -INCOME TAXES

The Company records its interim tax provision based upon a projection of the Company’s annual effective tax rate (“AETR”). This AETR is applied to the year-to-date consolidated pre-tax income to determine the estimated interim provision for income taxes before discrete items. The Company updates the AETR on a quarterly basis as the pre-tax income projections are revised and tax laws are enacted. The effective tax rate (“ETR”) each period is impacted by a number of factors, including the relative mix of domestic and foreign earnings and adjustments to recorded valuation allowances. The currently forecasted ETR may vary from the actual year-end ETR due to the changes in these factors.

For the three- and six-month periods ended September 30, 2026 and 2025, the effective tax rate differed from the statutory tax rates primarily due to the mix of domestic and foreign earnings among taxable jurisdictions, recorded valuation allowances to fully reserve against deferred tax assets in certain jurisdictions, and certain discrete items.

NOTE 20 -LEASES

The Company’s lease accounting policies have not changed materially from those described in Note 18 to the consolidated financial statements included in its Annual Report on Form 10-K for the year ended March 31, 2026.

The components of lease cost are as follows (in thousands):

Supplemental cash flow information and non-cash activity related to the Company’s operating leases are as follows (in thousands):

Weighted-average remaining lease term and discount rate for our operating leases are as follows:

Scheduled maturities of operating lease liabilities outstanding as of September 30, 2026 are as follows (in thousands):

NOTE 21 -FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying value offinance lease receivables approximates fair value due to the interest rate implicit in the instruments approximating current market rates. The carrying value of cash and cash equivalents, restricted cash, accounts receivable, accounts payable and accrued liabilities and short-term bank debt approximates their fair values due to the short period to maturity of these instruments. The fair value of the Company’s debt is based on observable relevant market information and future cash flows discounted at current rates, which are Level 2 measurements. The Prepayment Derivative within the RMB Term Facilities was classified as a Level 3 in the fair value hierarchy due to the use of at least one significant unobservable input which was the credit spread volatility (see Note 13). There were no transfers between Level 1 or Level 2, or transfers in or out of Level 3, of the fair value hierarchy during the three and six months ended September 30, 2026 and year ended March 31, 2026.

NOTE 22 -CONCENTRATION OF CUSTOMERS

For the three- and six-month periods ended September 30, 2026 and 2025, there were no customers that generated revenues greater than 10% of the Company’s consolidated total revenues or generated greater than 10% of the Company’s consolidated accounts receivable.

NOTE 23 -COMMITMENTS AND CONTINGENCIES

Mobile Telephone Networks Proprietary Limited (“MTN”), a network service provider of MiX Africa, a subsidiary of the Company, is entitled to claw back payments from MiX Africa in the event of early cancellation of the agreement or certain base connections not being maintained over the term of an amended network services agreement between the parties. No connection incentives will be received under the amended network services agreement. The maximum potential liability under the arrangement as of September 30, 2026 and March 31, 2026 was $260 and $386, respectively. No loss is considered probable under this arrangement.

NOTE 24 -RECENT ACCOUNTING PRONOUNCEMENTS

In November 2024, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update No. 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses” (“ASU 2024-03”), which requires disclosure, in a tabular format, on an annual and interim basis, of purchases of inventory, employee compensation, depreciation, intangible asset amortization and depletion for each income statement line item that contains those expenses. The guidance is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The Company is evaluating the effect of adopting ASU 2024-03.

On September 18, 2025, the FASB issued ASU 2025-06, which amends certain aspects of the accounting for, and disclosure of, software costs under ASC 350-40. The amendments also supersede the guidance on website development costs in ASC 350-50 and relocate that guidance, along with the recognition requirements for development costs specific to websites, to ASC 350-40. Although the ASU makes targeted improvements to ASC 350-40, it does not fully align the framework for accounting for internally developed software costs that are subject to ASC 350-40 with the framework applied to software to be sold or marketed externally that is subject to ASC 985-20. The FASB also chose not to amend the guidance on costs of software licenses that are within the scope of ASC 985-20. The amendments are effective for annual reporting periods beginning after

December 15, 2027, and interim reporting periods within those annual reporting periods. Early adoption is permitted as of the beginning of an annual reporting period. The Company is evaluating the effect of adopting ASU 2025-06.

In December 2025, the FASB issued ASU 2025‑12, Codification Improvements (“ASU 2025-12”), which includes technical corrections and clarifications to various Topics in the FASB Accounting Standards Codification. The amendments are intended to improve the clarity and consistency of existing guidance and are not expected to significantly change current accounting practice. The amendments are effective for fiscal years beginning after December 15, 2026, including interim periods within those fiscal years. Early adoption is permitted. The Company is evaluating the effect of adopting ASU 2025-12.

In December 2025, the FASB issued ASU 2025‑11, Interim Reporting (Topic 270): Narrow‑Scope Improvements (“ASU 2025-11”), which clarifies the application of interim reporting guidance and improves the organization’s required interim disclosures. The standard is effective for interim reporting periods beginning after December 15, 2027 for public business entities. Early adoption is permitted. The Company is evaluating the effect of adopting ASU 2025-11.

Effective April 1, 2026, the Company adopted ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025-05”). The standard provides an optional practical expedient that permits entities to estimate expected credit losses for eligible current accounts receivable and current contract assets by assuming that conditions existing as of the reporting date remain unchanged throughout the remaining expected life of those assets. The adoption of ASU 2025-05 did not have a material impact on the Company’s consolidated financial statements or related disclosures and has been applied prospectively in accordance with the transition provisions of the standard.

NOTE 25 -SUBSEQUENT EVENTS

Subsequent to September 30, 2026, the Company agreed to enter into a device financing facility with RMB, primarily to support device deployment under its contract with the South African National Treasury. The facility remains subject to the negotiation and execution of definitive documentation.