笛卡尔物流系统集团 2025年度报告

☒Annual information form☒Audited annual financial statements Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close ofthe period covered by the annual report. 86,024,747 common shares as of January 31, 2026 Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of theExchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to besubmitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12months (or for Yes☒No☐ Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of theExchange Act. Emerging growth company☐ If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate bycheck mark if the registrant has elected not to use the extended transition period for complying with any new or † The term “new or revised financial accounting standard” refers to any update issued by the Financial AccountingStandards Board to its Accounting Standards Codification after April 5, 2012. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment ofthe effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 If securities are registered pursuant to Section 12(b) of the Exchange Act, indicate by check mark whether the financialstatements of the registrant included in the filing reflect the correction of an error to previously issued financial Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis ofincentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period Auditor Name: KPMGLLP Auditor Firm ID: 85 CERTIFICATIONS See Exhibits99.5,99.6and99.7to this Annual Report on Form 40-F. CONTROLS AND PROCEDURESDISCLOSURE CONTROLS AND PROCEDURES The Registrant, under the supervision and with the participation of the Registrant’s management, including theRegistrant’s Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financialofficer), evaluated the effectiveness of the Registrant’s disclosure controls and procedures as of January 31, 2026 (the“Evaluation Date”), pursuant to Rule 13a-15(b) promulgated under the Securities Exchange Act of 1934, as amended INTERNAL CONTROL OVER FINANCIAL REPORTING Management’s Report on Financial Statements and Internal Control Over Financial Reporting Management’s Report on Financial Statements and Internal Control Over Financial Reporting is contained in theRegistrant’s Audited Consolidated Financial Statements for the Registrant’s fiscal year ended January 31, 2026, filed Report of Independent Registered Public Accounting Firm The report of KPMG LLP with respect to the effectiveness of the Registrant’s internal control over financial reportingis contained in the Registrant’s Audited Consolidated Financial Statements for the Registrant’s fiscal year ended Changes in Internal Control Over Financial Reporting During the period covered by this Annual Report on Form 40-F, there have been no changes in the Registrant’s internalcontrol over financial reporting that have materially affected, or are reasonably likely to materially affect, the NOTICES PURSUANT TO RULE 104 OF REGULATION BTR None. AUDIT COMMITTEE FINANCIAL EXPERT The Registrant’s Audit Committee of the Board of Directors currently consists of three members. The Registrant’sBoard of Directors has determined that all members, being John J. Walker, Deepak Chopra and Eric Demirian, are“audit committee financial experts” (as defined in paragraph 8(b) of General Instruction B to Form 40-F). All members CODE OF ETHICS The Registrant has adopted a Code of Business Conduct and Ethics (the “Code of Ethics”) that applies to theRegistrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or personsperforming similar functions. A copy of the Code of Ethics is posted on the Registrant’s corporate website atwww.descartes.com and is also available at www.sedarplus.com. The Registrant intends to disclose through its websiteany waivers or amendments to its Code of Ethics that apply to any principal executive officer, principal financial INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES AND SERVICES The aggregate fees billed in respect of the fiscal years ended January 31, 2026 and January 31, 2025 for professionalservices rendered by KPMG LLP, Vaughan, ON, Canada, Auditor Firm ID:85, the Registrant’s Independent RegisteredPublic Accounting Firm, are as follows (all amounts in table are in