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Disclosure controls and procedures.
−Removed: We maintain disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, that are designed to ensure information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
−Removed: Due to the inherent limitations of controls systems, irrespective of how well controls are designed and operated, not all misstatements may be detected.
−Removed: These inherent limitations include, but are not limited to, faulty judgments in decision-making, breakdown in controls can occur because of a simple error or mistake and/or controls can be circumvented by the individual act of persons, by the collusion of two or more people, or by management override of control.
−Removed: Management, including our Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.
−Removed: As disclosed in “Item 9A.
−Removed: Controls and Procedures” in Part II of our Form 10-K, management previously identified material weaknesses in our internal control over financial reporting.
−Removed: Specifically:
−Removed: Systems, the configuration of an automated control within the Enterprise Resource Planning (“ERP”) system created a segregation of duties issue related to the processing of journal entries and the review of balance sheet reconciliations;
−Removed: • At Pointer Mexico, the control deficiency related to the lack of workflow approval and sufficient documentation supporting the review of journal entries.
−Removed: In addition, we completed the FC Acquisition on October 1, 2024.
−Removed: During the quarter ended December 31, 2025, Fleet Complete ’ s controls were included, for the first time, in management ’ s evaluation of the Company ’ s disclosure controls and procedures.
−Removed: Management has completed an evaluation of the design of Fleet Complete’s controls, and testing of operating effectiveness is ongoing.
−Removed: As previously disclosed in our Form 10-K we identified a material weakness in controls over the financial close and reporting process.
−Removed: Specifically, there were insufficient effective controls in place to ensure the completeness and accuracy of Fleet Complete’s financial reporting information that is consolidated into Powerfleet’s financial statements.
−Removed: Remediation efforts remain in progress.
−Removed: These remediation efforts include both system-enabled controls implemented through our standardized ERP platform and non-system-based controls, each designed to address the specific risks underlying the identified material weaknesses.
−Removed: As of December 31, 2025, we carried out an evaluation, with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act).
−Removed: Due to the material weaknesses in internal control over financial reporting described above and previously disclosed in our Form 10-K, management concluded that our disclosure controls and procedures were not effective as of December 31, 2025.
−Removed: Notwithstanding the existence of these material weaknesses, management believes that the condensed consolidated financial statements in this Quarterly Report on Form 10-Q for the quarter ended December 31, 2025 present, in all material aspects, our financial condition as reported, in conformity with U.S.
−Removed: As described in “Item 9A.
−Removed: Controls and Procedures” in Part II of our Form 10-K, we started the implementation of the remediation plan to address the material weaknesses mentioned above.
−Removed: The remediation activities are designed to address specific control deficiencies giving rise to the material weaknesses, including deficiencies related to segregation of duties, journal entry approval, documentation of review and financial close and reporting processes.
−Removed: Certain remediation activities described below relate specifically to the integration of Fleet Complete’s operations into our internal control over financial reporting framework.
−Removed: These activities are intended to remediate control deficiencies identified as a result of Fleet Complete’s inclusion in management’s assessment of internal control over financial reporting and are not indicative of the broad remediation of internal controls across all Company processes.
−Removed: Management has completed, or is in the process of completing, the following remediation activities:
−Removed: • As of April 1, 2025, redesigned and implemented automated controls within the ERP system used by I.D.
−Removed: Systems to prevent users from editing journal entries they did not create and to require a senior independent authorized individual to approve and post such journal entries.
−Removed: • During November 2025, implemented phase 1 of the standardized ERP platform designated for use across the Company for certain of its operations that were within the scope of the remediation plan.
−Removed: The ERP implementation includes system-enforced workflow approvals for manual journal entries.
−Removed: These controls were implemented for Fleet Complete, I.D.
−Removed: Systems and certain other operations to address deficiencies identified upon integration or previously identified deficiencies that were remediated through the same control design.
−Removed: • Implemented controls that require documentation of independent reviews of manual journal entries at Pointer Mexico to address the lack of sufficient review evidence identified in the material weakness.
−Removed: • Designed and implemented general information technology controls within the standardized ERP system related to user access and program change management over IT systems to support the reliability of system-based financial reporting controls at Fleet Complete.
−Removed: • Designing and implementing internal control over financial reporting for processes specific to Fleet Complete, including controls over the financial close and reporting process to address previously identified deficiencies related to completeness and accuracy of financial information consolidated into the Company’s financial statements.
−Removed: Management will continue with the implementation of the remediation plan and will reassess and test the design and operating effectiveness of controls.
−Removed: The material weaknesses will not be considered remediated until applicable controls operate for a sufficient period of time and management has concluded, through testing, that these controls are both designed and operating effectively.
+Added: Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of June 30, 2026.
+Added: Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of June 30, 2026.
+Added: Our disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed in the reports we file or submit under the Exchange Act is:
+Added: • recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms;
+Added: • accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
Changes in internal control over financial reporting.
−Removed: Other than the first-time inclusion of Fleet Complete’s controls in our internal control over financial reporting and the implementation of our standardized ERP system within certain operations, there were no changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
−Removed: The integration of Fleet Complete’s internal controls into our internal control framework during the quarter represents continued progress in previously disclosed integration activities.
−Removed: These activities are intended to address specific control deficiencies underlying previously disclosed material weaknesses, rather than to broadly mitigate unrelated risks.
−Removed: As part of these ongoing activities, we are continuing the phased implementation of a single ERP and subscription billing system across our operations.
−Removed: We continue to evaluate and refine related processes and controls, including the assessment of the design adequacy and operating effectiveness of internal control over financial reporting, as implementation activities progress.
−Removed: Other than the matters described above, including the remediation activities previously disclosed, there were no changes to our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the three months ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
+Added: There were no changes in our internal control over financial reporting during the quarter ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II - OTHER INFORMATION
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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.