Complaints lodged with the Independent Regulatory Board for Auditors
- May 16
- 3 min read
Updated: 5 days ago
This Memorandum provides Debenture Holders with an update on the continued non‑finalisation of the Nova PropGrow Group Holdings Limited (“Nova Group”) Annual Financial Statements (“AFS”) for the year ended 28 February 2025, and the actions taken in response to concerns regarding statutory non‑compliance, tax arrears, and potential audit‑related irregularities.
1. Statutory non‑Compliance with Section 30 of the Companies Act
Section 30 of the Companies Act requires public companies to prepare audited AFS within six months of year‑end. As confirmed by the Companies and Intellectual Property Commission (CIPC), the Nova Group is in contravention of section 30 for failing to finalise its AFS within the statutory deadline:
“...the Nova Group of Companies… is in contravention of section 30 of the Act by not causing the preparation and approval of annual financial statements within six months of its financial year end.”
Despite assurances from the Audit Committee Chairperson on 26 February 2026 that the audit was nearly complete, the 2025 AFS remain incomplete, and no Annual General Meeting has been convened.
2. Complaint Submitted to the Independent Regulatory Board for Auditors (IRBA)
A formal complaint has been lodged with the IRBA based on three core concerns:
Incorrect Interpretation of Section 30
The auditors appear to share the Board’s incorrect view that the six‑month deadline applies only to the preparation of AFS, not to the completion of the audit. This interpretation contradicts the CIPC’s formal position and has potentially resulted in no Reportable Irregularity being filed.
Failure to Report Material SARS Liabilities as a Reportable Irregularity
The 2024 AFS disclose substantial tax arrears:
· Income Tax: R 62,003,298
· VAT: R 16,374,398
It appears that the Nova Group has not been meeting its VAT obligations to SARS and is in arrears for what may be several consecutive years.
Analytical review suggests Output VAT may have been retained to fund operations rather than remitted to SARS. The magnitude of interest charges further supports the likelihood of long‑standing arrears.
Questionable delay in finalising the 2025 AFS
Flora, a key subsidiary contributing 24.9% of consolidated turnover, is in provisional liquidation. The Nova Group’s failure to oppose this liquidation, despite aggressively opposing prior liquidation attempts by other creditors, raises questions about whether the process is being used to:
· Circumvent the CIPC Compliance Notice;
· Enable the sale of a Debenture‑linked property; and
· ‘Redeploy’ surplus proceeds to bolster the Nova Group’s liquidity.
The unprecedented delay, now eight months beyond the statutory deadline, raises concerns that the audit may be withheld pending an improvement in the Nova Group’s going‑concern position.
3. Tax Compliance Verification
To resolve uncertainty regarding SARS arrears, the Board can immediately demonstrate compliance by providing Tax Clearance Certificates for each company in the Nova Group.
4. Conclusion
The combination of:
· statutory non‑compliance with section 30,
· significant SARS liabilities, and
· the questionable delay in finalising the 2025 AFS,
collectively raises material concerns regarding governance, financial stability, and audit transparency within the Nova Group. These matters have been formally referred to the IRBA for investigation in the public interest.
A more detailed disclosure of the aforementioned facts, along with references to the underlying supporting documentation, is provided in the annexures attached to this Executive Summary.
Kind regards
Digitally signed
Jean-Pierre Tromp
In my capacity as Trustee of the Debenture Trust
Comment – 30 March 2026
Following my communication to the Debenture Holders explaining the reasons why I considered it necessary to report the conduct of the external auditors to the Independent Regulatory Board for Auditors (“IRBA”), I received following comments from the external auditors. A copy of the email is attached as an Annexure.
‘Middag Mnr Tromp
Ek wil u in kennis stel dat ons tans in konsultasie is met ons regsverteenwoordigers rakende u ongegronde stellings teen ons firma wat u op openbare platforms geplaas het, vir moontlike naamskending en skadevergoeding.
Ons is bewus van Ryk van Niekerk van Moneyweb wat hierdie stellings van u ook ondersoek en ook blykbaar gaan bespreek op vanaand se RSG Geldsake program in die openbare media.
Die program sal deur ons regsverteenwoordigers opgeneem word vir toekomstige verwysing in ons moontlike regsaksie teen u.
Tony Appelgryn \ CA(SA) \ RA
Director'
For context, the “RSG Geldsake” radio programme referred to by Mr Appelgryn arose from an invitation extended to me by Moneyweb to participate in an interview scheduled for 22 May 2026. The interview did not proceed, not as a result of the email referenced above, but solely due to prior personal commitments that made me unavailable on the proposed date.
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