Non-compliance with Section 30 of the Companies Act – Audited Annual Financial Statements for the financial year ending 28 February 2025
- Mar 9
- 8 min read
Updated: 6 days ago
As at today, 9 March 2026, more than a year after the end of the 2025 financial year, the audit of the Annual Financial Statements (“AFS”) for the year ending 28 February 2025 remains incomplete. This is deeply concerning, particularly in light of the severe going‑concern risks the Group has faced over the past several years.
In terms of my interpretation of section 30(1) of the Companies Act 71 of 2008 (“the Companies Act”), it is explicitly state that a public company must prepare its annual financial statements within six months after its financial year‑end. Section 30(2) further clarifies that such annual financial statements must be audited. For ease of reference, I attach the relevant extract as Annexure A.
Despite this clear statutory requirement, both the Board of Directors and the external auditors, ARC Inc., appear to hold the view that compliance is achieved merely by the Board approving the AFS within six months, irrespective of when the audit is completed. According to their interpretation, the auditors may take as long as they wish to finalise the audit, and there is no obligation to report this delay to the IRBA as a Reportable Irregularity.
This interpretation is not only incorrect — it is astonishing. The Board, through repeated communications authored by Mr. Myburgh, has attempted to justify the Nova Group’s position that it is not in contravention of section 30. Given Mr. Myburgh’s experience as an attorney, this persistent misinterpretation is perplexing
Even more troubling is the external auditors’ stance. Attached as Annexure B is an email exchange between ARC Inc. and myself, in which they attempt to defend their interpretation of section 30. Included in their attachments is a SAICA circular, with highlighted sections intended to support their view. In my response (attached as Annexure C), I used the very same circular to highlight the sections that clearly state:
“Companies must take note that from 1 May 2011, the Companies Act No. 71 of 2008 requires annual financial statements to be completed within 6 months (section 30(1)) after year end. If companies are not completing their annual financial statements within the 6‑month period they are in breach of the Companies Act.”
“The annual financial statements will only be viewed as completed when the annual financial statements meet all the requirements in terms of section 30 of the Companies Act and should include the company secretary certificate and the audit committee report, when applicable, as well as the directors’ report and the audit report where a company is audited.”
It is difficult to comprehend how experienced auditors can overlook such explicit guidance
Given the clear and ongoing contravention of section 30 of the Companies Act, I have today formally reported the matter to the CIPC. A copy of my submission is attached as Annexure D.
Conclusion
All correspondence, including a recent email (Annexure E) from the Chairman of the Audit Committee, Mr. van Niekerk, regarding the progress of the audit, together with all future updates, will be published on my website to ensure full transparency for stakeholders.
Jean-Pierre Tromp
In my capacity as Trustee of the Debenture Trust
Comment – 13 March 2026
Following the matter I raised with the CIPC on Monday re the fact that the AFS for the year ending 28 February 2025 has not been finalized yet, I sent the following email to the CIPC this morning.
To whom this may concern
URGENT
I refer to my email below addressed to the office of the Commissioner, Adv. Rory Voller, to which I have, to date, not received the professional courtesy of a reply.
With reference to the attached CIPC Notice (33 of 2024), it is evident that the Board of Directors of the Nova Group is in contravention of section 30 of the Companies Act. This Notice leaves no room for ambiguity in this regard.
Accordingly, I request that the CIPC provide, before close of business on Friday, 20 March 2026, a formal written response addressing the following:
Acknowledgement of receipt of this correspondence;
A ruling or decision confirming whether the Nova Group of Companies is in contravention of section 30 (of which they are!); and
If the contravention is confirmed, what steps the CIPC will impose, together with the anticipated timelines for such action.
I wish to place on record that the Nova Group has thousands of Debenture Holders, with a total liability of approximately R2.2 billion. The CIPC’s continued silence on the apparent and ongoing contravention of section 30 creates the impression that the regulator has no interest in holding the Nova Group accountable, thereby failing to protect the interests of these Debenture Holders.
This contravention was already reported to the CIPC in an email dated 30 September 2025 (copy attached). Despite this, no action has been taken. Furthermore, the CIPC has been in possession of an unaudited set of AFS for the year ended 28 February 2025 since 20 October 2025. These AFS clearly reflect a severe going concern risk and, in my opinion, indicate that the Nova Group is technically insolvent.
It is also my considered view that the Directors are wilfully delaying the finalisation of the 2025 audit in the hope of securing a “windfall” that may allow them to present a more favourable financial position. The continued silence of the external auditors on this matter by not reporting a Reportable Irregularity to the IRBA, is equally concerning. While I understand that their obligations fall outside the CIPC’s mandate, I will be escalating this matter to the IRBA.
In conclusion, should the CIPC fail to provide the formal responses and actions requested above, I will have no alternative but to instruct my attorney to initiate a formal process with the CIPC regarding this contravention.
For the sake of transparency and to ensure that all Debenture Holders remain fully informed, I will be publishing this correspondence on my website.
As at the time of this correspondence, the audited AFS for 2025 have still not been made available on the Nova website and, in my view, have not been finalised.
I am looking forward to your prompt response.
Comment – 20 March 2026
Following my correspondence with the CIPC on Monday, 9 March 2026, and my respectful request for a response by close of business on 20 March 2026, I have now sent the email reproduced above to the CIPC.
Given the continued absence of engagement or acknowledgement from the CIPC, I will now instruct my attorneys to initiate a formal process to engage directly with the CIPC. The purpose of this engagement will be to obtain clarity on the status and progress (if any) of the investigations into the Nova Group of Companies and its Directors.
Where I am legally permitted to share updates or correspondence, I will publish them here on my website. Where I am advised not to disclose information until it is formally in the public domain, I will nevertheless endeavour to provide stakeholders with brief, high‑level progress updates so that you remain informed of the steps being taken on your behalf.
My commitment remains unchanged: to pursue transparency, accountability, and the protection of the 18,500 Debenture Holders whose interests I represent.
Dear Adv. Voller,
Cc: Lp...@cipc.co.za; Zm...@cipc.co.za
It is with conflicting emotions that I address this correspondence to the CIPC.
On the one hand, I am deeply disappointed that the CIPC has not afforded me the basic professional courtesy of acknowledging receipt of my previous email - two weeks have passed without even a confirmation of receipt. On the other hand, I cannot say that I am surprised, given the persistent lack of action by the CIPC in relation to the reckless conduct of the full Board of Directors of the Nova Group of Companies, as well as the clear and escalating evidence that the Group is no longer a going concern and is facing severe liquidity and solvency challenges.
For ease of reference, I list only a few of the critical engagements and communications I have had with the CIPC over the years:
Multiple in‑person and virtual meetings with various CIPC representatives regarding several material concerns;
Formal communication regarding going‑concern risks and liquidity/solvency challenges reflected in the 28 February 2023 audited AFS;
Formal communication regarding going‑concern risks and liquidity/solvency challenges reflected in the 28 February 2024 audited AFS;
A formal complaint lodged on 18 June 2025, detailing reckless conduct by the Board of Directors, with no tangible progress or feedback from the CIPC;
Formal communication dated 30 September 2025 outlining significant risks and anticipated losses to specific groups of Debenture Holders, again with no meaningful progress from the CIPC; and
Repeated contraventions of section 30 of the Companies Act, which remain unaddressed.
Even more concerning is that the CIPC has been in possession of the unaudited AFS for the financial year ending 28 February 2025 since 20 October 2025, which clearly reflect the Group’s insolvency status and significant going concern challenges. Despite this, no visible action has been taken.
In the absence of any response or intervention, I am left with no alternative but to interpret the CIPC’s silence as tacit condonation of the Nova Board’s reckless conduct.
Given the magnitude of the prejudice suffered by approximately 18,500 Debenture Holders, who collectively invested billions of rands, I will now formally instruct my attorneys to engage directly with the CIPC regarding its apparent failure to act in accordance with its statutory mandate.
Every day that passes results in further erosion of value for Debenture Holders. At what point will the CIPC act - when there is literally nothing left to protect? That point is rapidly approaching.
I do not expect a response from the CIPC and therefore consider my direct communication with the CIPC concluded.
In conclusion - As at the time of this correspondence, the audited AFS for 2025 have still not been made available on the Nova website and, in my view, have not been finalised.
Jean-Pierre Tromp Trustee: Nova Debenture Trust
Comment – 23 March 2026
Following my correspondence with the CIPC (referenced above), I received a formal response and accompanying letter from Mr. Cuma Zwane, Senior Investigator assigned to the Nova matter. His communication raises three substantive issues that require clarification and structured engagement:
The extension I granted in 2022 — this will be addressed comprehensively in a separate, dedicated Memorandum.
The current status of the Companies Tribunal proceedings.
The CIPC’s formal ruling regarding the applicable section of the Companies Act.
The clarification provided regarding section 30 of the Companies Act is noted and welcomed
‘Dear Mr. Tromp
The below trailing emails dated 09 March 2026 and 13 March 2026 respectively, bear reference.
Kindly find attached hereto a letter in response to your enquiry.
Warm Regards’
Comment – 26 March 2026
After reviewing the CIPC’s letter, I responded accordingly. Mr. Zwane has expressly granted permission for the letter from the CIPC (attached above) to be published.
Dear Mr. Zwane
I trust this email finds you well.
I refer to your letter dated 23 March 2026.
As indicated in paragraph 5 of your letter, I will not further engage either the CIPC or the Board on this matter.
I remain respectful of the work the CIPC has undertaken to date and I am mindful of the legal challenges involved. Accordingly, I hereby withdraw my earlier statement suggesting that the CIPC’s silence could be interpreted as endorsing the conduct of the Board.
For transparency purposes, may I respectfully enquire whether the contents of your letter may be made available on my website for the Debenture Holders to take note of your feedback?
JP Tromp’
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