Ons het die volgende teks per e-pos gestuur aan die genoemde regulerende owerhede en ARC Inc, die ouditeure van Nova:

We have sent the following text via email to the named regulatory authorities and ARC Inc, the Nova auditors:

For attention:

ARC Inc: Theo Rautenbach
IRBA: The Board and the Director: Investigations
CIPC: Advocate Rudi Voller and Cuma Zwane
Companies Tribunal: Dr Simukele Khoza

For Information:

Nova Propgrow: Board Chair Connie Myburgh and Directors
Nova Debenture Trustee J-P Tromp

Good day to all

Please refer to the attached text of a recent posting in our web site ( <www.ndcag.co.za> www.ndcag.co.za) and Facebook page ( <web.facebook.com/profile.php?id=100067221587800> web.facebook.com/profile.php?id=100067221587800) on the matter of the long overdue Nova Propgrow (Nova) Annual Financial Statements (AFS) for year-ending 28 February 2025
[The referenced posting is that of 19th October and present elsewhere in tis screen]

All addressees should already be aware of the situation regarding the subject AFS via the formal submissions by and/or correspondence from Nova Debenture Trustee, J-P Tromp (and, in all likelihood, aware also of the many historical and ongoing issues, irregularities and failures as have appeared in the media since 2011)

We have opened our sites post with a link to and a quote from a Moneyweb article written by Bart Henderson, fraud risk specialist and forensic investigator, re the role of the auditor, viz:

AUDITORS EXIST FOR ONE REASON: TO GIVE PEOPLE WHO CANNOT SEE INSIDE A BUSINESS AN INDEPENDENT OPINION THEY CAN RELY ON

There may be differing viewpoints on the priority focus of auditors as that stated by Henderson but the point is valid in relation to Nova’s history, obligations and failures in its role as the product of the Sharemax Business Rescue Plan and its responsibility for the repayment of the Nova Debentures which replaced the investment product shares of most of the Sharemax investors and, specifically, in relation to the current non-compliance issue with Nova: the outstanding 2025 Annual Financial Statements (AFS). In addition to the Companies Act compliance failure, this is, effectively, another instance of Nova’s isolation of the Debenture Holders where communication with them is almost non-existent

We are of firm opinion that CIPC and the Companies Tribunal, IRBA and possibly even ARC Inc are being manipulated by Nova for its own purposes

We also question ARC’s actions/non-actions as regards finalisation of the Nova 2025 audit and whether it is in fact acting in collusion with Nova for whatever reason of its own

We submit to you that those Nova purposes are to deliberately conceal the true state of the company’s affairs whilst flouting its obligations under the Companies Act. For years, analysis opinion has been that the company is insolvent, which has also been the stated opinion out of CIPC

Regarding ARC and whatever its motives and reasons are for the audit non-finalisation, we maintain that they are in contravention of their responsibilities under any/all of the Audit Profession Act, the Companies Act and the IRBA Code of Professional Conduct (IRBA Code)

Henderson has also raised the matter of Regulatory Failure in respect of Masterbond and he details what was built and implemented, “post-Masterbond” – to resolve/prevent such failures

That focus has been echoed in an article in Moneyweb ( <www.moneyweb.co.za/in-depth/investigations/cipc-saw-the-nova-disaste r-coming-and-failed-to-stop-it/> www.moneyweb.co.za/in-depth/investigations/cipc-saw-the-nova-disaster-coming -and-failed-to-stop-it/) in which it is posited that regulatory failure has also occurred at CIPC through its lack of action re Nova

Nova Debenture Trust Trustee, J-P Tromp, has also addressed relevant regulatory failure in his communication to National Assembly’s Portfolio Committee on Trade, Industry and Competition stating in his Nova Debenture Trust WhatsApp group, inter alia:

>>>>> I have taken the decisive step of escalating the ongoing regulatory inaction – particularly from the CIPC – to the National Assembly’s Portfolio Committee on Trade, Industry and Competition. This matter now sits before a structure with the authority to intervene meaningfully.

Therefore, we call upon the three central entities in this submission for action:

* ARC Inc: to be guided by and to immediately act as required, under the mentioned Acts and the IRBA Code

* IRBA: to invoke the appropriate procedures to,
* Investigate the audit finalisation delays * censure ARC Inc if necessary and as appropriate out of the findings and; * Request a written explanation as to why no Reportable Irregularity was submitted to the IRBA with reference to the multiple purported legislative transgressions, Section 30, Section 61 (of the Companies Act) as well as the fact that the CEO has made a public statement that the Nova Group is experiencing an ‘insolvent financial position’. * Request a written explanation of the factors and circumstances that are preventing ARC from completing the audit

* CIPC/Companies Tribunal: to issue a Compliance Notice requiring Nova’s immediate finalisation and publication of the 2025 AFS

We urge all addressees to take all appropriate action and push for progress to resolve the fiasco that the original Sharemax Business Rescue plan has become in the hands of Nova Propgrow and we thank all in anticipation of such positive action

Acknowledgements of receipt would be appreciated as would responses informing of hopefully, entity actions to address the above

Hierdie artikel volg op die stuk deur Bart Henderson – wat vroeër vandag geplaas is – oor die ineenstorting van Masterbond en BHI Trust

Albei lig die kwessie aan dat staatsinstansies versuim het om hul regulerende en toesighoudende funksies behoorlik uit te voer, tot nadeel van beleggers en die publiek

Lede het dikwels – in kommentaar op ons plasings – navraag gedoen oor die gebrek aan vordering deur die CIPC en die Maatskappytribunaal (Companies Tribunal) met die ondersoeke na Nova en die CIPC-sluiting; nou spreek ’n media-instansie ook sy kommer hieroor uit

Nova-obligasietrustee J-P Tromp gaan voort om sy rol uit te voer, en het ook sy kommer uitgespreek in ‘n verklaring op die Nova-obligasietrust se WhatsApp-groep:

>>>>> Over the past 4½ years in my capacity as Trustee, I have reached a point of near helplessness in the face of the continued non‑action by various Regulators regarding the countless and well‑documented instances of reckless conduct by the Nova Board of Directors. I can only imagine the heartache and frustration that Debenture Holders have endured for more than 16 years.
We are all painfully aware of the human cost of this prolonged injustice — investors driven to despair, some tragically taking their own lives; many living in poverty, struggling to survive on meagre pensions while hoping and praying for even a modest recovery of their investment. The suffering of Debenture Holders stands in stark contrast to the circumstances of the Directors of Nova, who were entrusted with safeguarding investor funds yet do not share in the hardship their decisions have caused.
In light of this, I have taken the decisive step of escalating the ongoing regulatory inaction — particularly from the CIPC — to the National Assembly’s Portfolio Committee on Trade, Industry and Competition. This matter now sits before a structure with the authority to intervene meaningfully.
As a matter of courtesy, I have informed the Nova Board of Directors of my actions.

This article comes on the back of the Bart Henderson article on the Masterbond and BHI Trust failures posted earlier today

They both raise the question of State entity failure to exercise their regulatory and watchdog functions appropriately and to the detriment of investors and the public

Members have often questioned, via Comment to our posts, the lack of progress out of CIPC and the Companies Tribunal on moving the Nova and CIPC shut-down investigations forward and here we have a media entity also raising its concerns

Nova Debenture Trustee J-P Tromp continues to activate in execution of his role and has also escalated his concerns via this statement on his Nova Debenture Trust WhatsApp group:

>>>>> Over the past 4½ years in my capacity as Trustee, I have reached a point of near helplessness in the face of the continued non‑action by various Regulators regarding the countless and well‑documented instances of reckless conduct by the Nova Board of Directors. I can only imagine the heartache and frustration that Debenture Holders have endured for more than 16 years.
We are all painfully aware of the human cost of this prolonged injustice — investors driven to despair, some tragically taking their own lives; many living in poverty, struggling to survive on meagre pensions while hoping and praying for even a modest recovery of their investment. The suffering of Debenture Holders stands in stark contrast to the circumstances of the Directors of Nova, who were entrusted with safeguarding investor funds yet do not share in the hardship their decisions have caused.
In light of this, I have taken the decisive step of escalating the ongoing regulatory inaction — particularly from the CIPC — to the National Assembly’s Portfolio Committee on Trade, Industry and Competition. This matter now sits before a structure with the authority to intervene meaningfully.
As a matter of courtesy, I have informed the Nova Board of Directors of my actions.

I am confident that the issues surrounding Nova have now been placed before the appropriate authorities for urgent attention.
Once feedback is received, I will publish the communication on my website without delay.

www.moneyweb.co.za/moneyweb-opinion/soapbox/30-years-after-masterbon d-investors-are-still-vulnerable/

This article does not reference the Sharemax/Nova disaster and investor repayment failure but it contains a statement that is very relevant to the Debenture Holder’s situation

That statement is:

>>>>> AUDITORS EXIST FOR ONE REASON: TO GIVE PEOPLE WHO CANNOT SEE INSIDE A BUSINESS AN INDEPENDENT OPINION THEY CAN RELY ON <<<<>>>> “The Commission of Inquiry into the Affairs of the Masterbond Group and Investor Protection in South Africa, chaired by retired Judge HC Nel, did not soften its language.
>>>>> Among some of the auditors it examined, it found “an astonishing degree of dishonesty, inefficiency, lack of professional integrity and lack of independence”

We have to ask: Where do Nova’s external auditors – ARC Inc – stand in this context?

They recently informed Nova Debenture Trustee J-P Tromp that the audit is not yet finished – more than a year after the Companies Act defined deadline for publication of 31 August 2025!

Why not and what is the hold-up?

It seems obvious that there are factors in the information that Nova has presented to ARC that are extremely contentious and that clearly, have not and cannot be resolved by Nova, in order to allow them (ARC) to sign-off on the audit

But the bigger questions are:

* Who is pulling the strings in this matter? * Why is ARC, apparently, allowing themselves to be manipulated and/or exposed in this way? * Why do ARC not force the issue by applying strict compliance with the relevant Acts and under the Independent Regulatory Board for Auditors (IRBA) Code of Professional Conduct?

And, underlying all of the above:

>>>>> WHAT ARE THE ISSUES THAT ARE PREVENTING AUDIT FINALISATON AND AFS PUBLICATION? <<<<<

And behind that again, is the issue of the delayed 2025 AGM and the further CIPC Companies Tribunal approved extension of deadline which is nothing else but a delaying tactic by the Nova Board so that they can continue to deliberately withhold the 2025 financial results (and therefore an expectation, if not a certainty, that, in the absence of any near-future definitive action by CIPC/Companies Tribunal or other authority, exactly the same situation is going to apply re the 2026 AFS and AGM)

Following posting hereof, the text has been emailed to:

* Nova, for attention of The Chairman and the Board * ARC Inc, for attention of Theo Rautenbach * The CIPC Companies Tribunal for attention of the and the Nova investigation team * Cuma Zwane, Senior Investigator Corporate Compliance and Disclosure Unit * The IRBA * Nova Debenture Trustee J-P Tromp

www.moneyweb.co.za/moneyweb-opinion/soapbox/30-years-after-masterbo nd-investors-are-still-vulnerable/

Hierdie artikel verwys nie na die Sharemax/Nova-ramp en die versuim om beleggers terug te betaal nie, maar dit bevat ‘n stelling wat baie relevant is vir die situasie van die Skuldbriefhoers

Daardie stelling is:

>>>>> Auditors exist for one reason: to give people who cannot see inside a business an independent opinion they can rely on <<<<>>>> “The Commission of Inquiry into the Affairs of the Masterbond Group and Investor Protection in South Africa, chaired by retired Judge HC Nel, did not soften its language
>>>>> “Among some of the auditors it examined, it found “an astonishing degree of dishonesty, inefficiency, lack of professional integrity and lack of independence
Ons moet vra: Waar staan ​​Nova se eksterne ouditeure – ARC Inc – in hierdie konteks?

Hulle het Nova se Skuldbrieftrustee, J-P Tromp, onlangs ingelig dat die oudit nog nie afgehandel is nie – meer as ‘n jaar ná die sperdatum vir publikasie van 31 Augustus 2025, soos bepaal deur die Maatskappywet!

Waarom nie, en wat veroorsaak die vertraging?

Dit is duidelik dat daar faktore in die inligting wat Nova aan ARC voorgelê het, is wat uiters omstrede is en wat klaarblyklik nie deur Nova opgelos is nie – en ook nie opgelos kan word nie – om dit vir ARC moontlik te maak om die oudit af te handel

Maar die groter vrae is:

– Wie trek die toutjies in hierdie aangeleentheid?
– Waarom laat ARC toe dat hulle, soos dit wil voorkom, op hierdie wyse gemanipuleer en/of blootgestel word?
– Waarom dwing ARC nie ‘n oplossing af deur streng nakoming van die relevante wette en die IRBA (Independent Regulatory Board for Auditors) se Code of Professional Conduct nie?

En, onderliggend aan dit alles:

>>>>> WAT IS DIE KWESSIES WAT DIE FINALISERING VAN DIE OUDIT EN DIE PUBLIKASIE VAN DIE FINANSIËLE STATE VERHINDER? <<<<<

En daaragter lê ook die kwessie van die uitgestelde 2025-jaarvergadering (AGM), asook die verlenging van die sperdatum – wat deur die CIPC-Maatskappytribunaal goedgekeur is. Dit is niks anders nie as 'n vertragingstaktiek deur die Nova-raad, sodat hulle kan voortgaan om die 2025-finansiële resultate doelbewus terug te hou (die nie-afhandeling waarvan beteken dat die AGM ook nie gehou kan word nie)

Na die plasing hiervan sal die teks per e-pos gestuur word aan:

– Nova, vir die aandag van die Voorsitter en die Raad
– ARC Inc, vir die aandag van Theo Rautebach
– Die CIPC Companies Tribunal vir die aandag van die Nova ondersoek span
– Cuma Zwane, Senior Investigator Corporate Compliance and Disclosure Unit
– Die IRBA
– J-P Tromp, Trustee, Nova Debenture Trust