Change Statement and Withdrawal of Cautionary Announcement
NUMERAL LTD
(Incorporated in the Republic of Mauritius)
(Registration number: 098177 C1/GBL)
Primary Listing SEM share code: NXII.N0000.
Secondary Listing JSE share code: XII
ISIN: MU0810N005
("the Company" or "Numeral")
CHANGE STATEMENT AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
Shareholders are referred to the cautionary announcement last published on 1 June 2026 and are advised that the
Financial Statements contain changes to the previously published Audited Financial Results for the year ended 28 February
2025, which were published on SENS on 1 July 2025 ("SENS Announcement"). The changes arose following a detailed pro-
active monitoring review of the Annual Financial Statements by the JSE Limited and the Company elected to adopt a
number of changes and restate its results for the year ended 28 February 2025, with the enhanced disclosure considered
beneficial to shareholders. The restated numbers and notes to the financial statements are included in the Annual
Financial Statements for the year ended 28 February 2026, which will be published on or about 15 July 2026.
The following amendments have been made to the previously published group numbers as detailed below, noting that
note references refer to the notes in the Annual Financial Statements:
Statement of Financial Position - Group
RESTATED PREVIOUS
DIFFERENCES
USD AUDITED AUDITED
Feb 2025 Feb 2025
ASSETS
Non-current Assets 3,059,403 1,121,815 1,937,588
Deferred tax Note 9 883,458 346,460 536,998
Loan receivables Note 12 680,722 641,700 39,022
Goodwill 430,765 - 430,765
Property, Plant and Machinery Note 13 1,041,290 133,655 907,635
Right of use of Leased Asset 23,168 - 23,168
Current Assets 1,688,266 1,665,178 23,088
Trade and other receivables Note 15 908,365 895,482 12,883
Cash and Cash Equivalents Note 16 199,778 212,662 (12,884)
Inventory Note 14 55,777 32,689 23,088
Loan receivables Note 12 524,345 524,345 -
TOTAL ASSETS 4,747,669 2,786,993 1,960,676
EQUITY
Capital and Reserves 235,507 (1,992,078) 2,227,585
Share Capital 7,926,898 7,926,898 -
Share premium 20,533,459 20,533,459 -
Accumulated Loss (27,811,663) (27,972,928) 161,265
Foreign Currency Translation Reserve (1,275) (1,443,782) 1,442,507
Non-controlling interest (411,911) (1,035,725) 623,814
LIABILITIES
Non-Current Liabilities 3,898,448 4,025,833 127,385
Deferred income Note 20 225,625 225,625 -
Borrowings Note 21 3,672,823 3,800,208 127,385
Current Liabilities 613,715 753,238 (139,524)
Trade and other Payables Note 19 554,769 554,769 -
Deferred income Note 20 19,908 19,908 -
Leasehold Liabilities 31,507 - 31,507
Borrowings Note 21 - 171,031 (171,031)
Income tax liabilities Note 9 7,530 7,530 -
TOTAL EQUITY AND LIABILITIES 4,747,669 2,786,993 1,960,676
Details of the restatements in the Statement of Financial Position are set out below
Statement of Restated Feb Published Nature of error / previous IFRS Affected Affected
Financial Position 2025 Feb 2025 treatment correction statements notes
Restatement basis
category
Accumulated loss (27,811,663) (27,972,928) Incorrect calculation of the IFRS 10 / SFP, SCI, Notes 1,
at acquisition value of NCI IFRS 3 SCE, SCF 2, 3, 11
NCI (411,911) (1,035,725) which also impacted on
the accumulated loss of
the parent
Goodwill and 430,765 - Goodwill for the acquisition IFRS 3 / IAS SFP, SCI Note 11
acquisition of Cryo-Save and Numeral 36
accounting Financial Services had not
been calculated.
PPE 1,041,290 133,655 The assets were reflected IFRS 3 / IAS SFP, SCI, SCF Notes 13,
at book value and not fair 16 / IFRS 16 21
values at acquisition date
ROU and leases 23,168 - The Laboratory is in a IFRS 3 / IAS SFP, SCI, SCF Notes 13,
building that is a leased 16 / IFRS 16 21
asset, which had not been
part of the acquisition and
goodwill calculation.
Deferred tax Deferred tax for the IAS 12 SFP, SCI Note 9
-Company 622,612 - Company had not been
reflected though
mentioned in the published
-Group 883,458 346,460 AFS. For the Group the
changes in the deferred
tax were brought about by
the temporary differences
of PPE, ROU assets,
imputed interest on loans
with no interest charges.
Loans Receivable 680,722 641,700 Classification change - the IAS 1 / IFRS SFP, SCF Note 12
debit non-current liability 18
was reclassified as a non-
current asset.
Trade Receivables 908,365 895,482 Classification change IAS 1 / IFRS SFP, SCF Note
and where some trade 18 12,16
199,778 212,662 receivables items were
Cash and Cash reflected as cash related
Equivalents items.
Inventory 55,777 32,689 Inventory was reflected at IFRS 3 / IAS IFRS 3 / IAS Note 14
book value and not fair 16 / IFRS 16 16 / IFRS 16
value.
ECL and financial - - Calculated but not IFRS 7 / SFP, SCI Notes 4,
instruments disclosed. IFRS 9 12, 15
Borrowings and 3,672,823 3,800,208 The impact of the IFRS 9 SFP, SCI, SCF Notes 21,
imputed interest calculation of imputed 22
interest on zero-rated loans
was reflected as part of
the fair value calculation
of the loans at acquisition
date.
Lease Liability 31,507 - The lease liability had not IFRS 3 / IAS SFP, SCI, SCF Note 22
been calculated at the 16 / IFRS 16
date of acquisition.
Statement of Profit and other Comprehensive Income - Group
RESTATED PUBLISHED DIFFERENCES
AUDITED AUDITED
USD
Feb Feb
2025 2025
Revenue Note 5 974,816 1,692,555 (717,739)
Cost of Sales (Note 6) (198,995) (368,466) 169,471
Operating Income from Operations (Gross Profit) 775,821 1,324,089 (548,268)
Administrative expenses Note 7 (27,046) (47,874) 20,828
Other Expenses Note 7 (387,461) (804,248) 416,787
Expected Credit Losses (ECL) (19,560) - (19,560)
Finance Cost Note 7.1 (289,112) - (289,112)
Foreign exchange loss 10,029 (221,932) 231,961
Other Income Note 8 43,541 - 43,541
Finance Income Note 8 53,958 - 53,958
Net Income Before Taxation 160,170 250,035 (89,865)
Taxation Note 9 10,351 (68,101) 78,452
Net Profit/(Loss) After Taxation 170,521 181,934 (11,413)
FCTR 18,637 - 18,637
Total Comprehensive Income for the Period 189,158 181,934 (7,224)
Net profit attributed to: 170,521 181,934 (11,413)
Owners of the parent 151,993 168,786 (16,793)
Non-controlling interests 18,528 13,148 5,380
Total comprehensive income attributed to: 189,158 181,934 (7,224)
Owners of the parent 150,718 168,786 (18,068)
Non-controlling interests 38,440 13,148 25,292
Details of the restatements in the Statement of Profit and other Comprehensive Income are set out below
Statement of Profit and Restated Published Nature of error / previous IFRS Affected Affected
other Comprehensive Feb 2025 Feb 2025 treatment correction statements notes
Income Restatement basis
category
Revenue and deferred 974,816 1,692,555 The classification error IFRS 15 SFP, SCI, Notes 5,
income was corrected where SCF 20
other income had been
reflected as part of
revenue and a
consolidation elimination
was not completed.
Cost of Sales (198,995) (368,466) Classification errors. IAS 2 SCI Note 6
Gross profit 775,821 1,324,089 Adjusted due to the IAS 8.49 / IAS SCI -
classification errors 1.81A / IAS
above. 21.39(c)
Net Income before tax 160,170 250,035 Adjustments due to IAS 8 / IAS 12 SCI -
classification errors
above.
Taxation expense 10,351 (68,101) Correct application of IAS 8 / IAS 12 SCI, SFP Note 9
the deferred tax
implications.
FCTR / OCI/other (1,275) (1,443,782 FCTR was not calculated, IAS 21 OCI, SCE Note 2.10
consolidation reserves nor reflected as an OCI / SCE
item. The "other reserves"
were eliminated.
Administrative Expenses (27,046) (47,874) Classification errors, and IAS 1 / IFRS SCI, SCF Note 7
Other expenses (407,021) (804,248) reflecting finance costs 18 / IFRS 9
Finance costs (289,112) - separately.
Statement of Cash Flows - Group
RESTATED GROUP DIFFERENCES
USD AUDITED
Feb AUDITED
Feb
2025 2025
Cash used in operations - - -
Profit for the year 170,521 250,035 (79,514)
Interest Expense 289,112 - 289,112
Interest Income (53,958) - (53,958)
Adjustment for:
Depreciation for property, plant and equipment 58,441 382,311 (323,870)
Depreciation ROU Leased Asset 7,939 - 7,939
Net (Increase)/Decrease in Deferred Tax Asset (18,012) - (18,012)
Adjustments for Foreign Exchange Differences (10,029) - (10,029)
Consolidation Adjustments - (2,145,370) 2,145,370
Cash Flows from Operating Activities before Working Capital 1,957,038
444,014 (1,513,024)
Changes in working capital
Inventory (27,219) (32,689) 5,470
Other receivables (110,930) (85,482) 784,552
Other payables (325,922) 364,327 (690,249)
Net Increase/(Decrease) in Deferred Income (251,018) - (251,018)
Cash flows from operating activities after Working Capital (271,075) (2,076,868) 1,805,793
Interest Received 33,479 - 33,479
Interest Paid (204,911) - (204,911)
Cash Flows from Operating Activities (442,507) (2,076,868) 3,543,541
Cash flows from financing activities 636,685 2,805,194 (2,168,509)
Proceeds from/Repayments of loans from group companies - (1,166,045) 1,166,045
Repayments of financial liabilities (181,165)
- - (181,165)
Repayments on Lease Liability (27,905) - (27,905)
Proceeds from issue of shares - - -
Proceeds from borrowings 845,755 3,971,239 (3,125,484)
Cash flows (used in)/generated from investing activities 5,296 521,263
Net cash inflow from Acquisition of subsidiary 50,808 (515,967)
- 50,808
Amounts advanced to Biotech Companies (39,022) - (39,022)
Acquisition of property, plant and machinery (6,490) (515,967) 509,477
Net cash flow for period under review 199,475 212,359 12,884
Cash and cash equivalents at the beginning of the year 303 303 -
Cash and cash equivalents at the end of the year 199,778 212,662 12,884
Statement of Changes in Equity
Statement of Changes in Equity - Restated Feb 2025
Figures in US Dollars Share Share Accumulated Consolidated Attributed Non- Total
capital premium (loss) reserves to equity controlling equity
holders of interest
Group
Balance at 1 March 7,926,898 20,533,459 (27,963,657) - 496,700 - 496,700
2024
NCI arising at - - - (450,351) (450,351)
acquisition of Cryo-
Save
Total Comprehensive - - 150,718 (1,275) 150,718 38,440 189,158
income for year
Balance at 28 February 7,926,898 20,533,459 (27,812,939) (1,275) 647,418 (411,911) 235,507
2025
Statement of Changes in Equity - Published Feb 2025
Figures in US Dollars Share Share Accumulated Consolidated Attributed Non- Total
capital premium (loss) reserves to equity controlling equity
holders of interest
Group
Balance at 1 March 7,926,898 20,533,459 (28,141,714) - 318,643 (1,048,873) (730,230)
2024
Profit for the year - - 168,786 - 168,786 13,148 181,934
Other reserves arising - - - (1,443,782) (1,443,782) - (1,443,782)
on consolidation
Balance at 28 February 7,926,898 20,533,459 (27,972,928) (1,443,782) (956,353) (1,035,725) (1,992,078)
2025
Headline earnings per share reconciliation and per share information
Group Group
Restated Published
USD
AUDITED AUDITED
28-Feb-25 28-Feb-25
Basic earnings per share 151,993 168 786
Adjustments to headline earnings: - -
Headline earnings per share 151,993 168 786
Weighted average number of shares (net of treasury shares) 1,242,500,000 1,242,500,000
Basic and diluted loss per share (USD cents) 0.01223 0.014
Headline loss per share (USD cents) 0.01223 0.014
The issued shares were consolidated on the basis of 1 share for every 10 held during the year under review. Thus, the
restated basic and headline cents per share per the Annual Financial Statements will be 0.1223 cents per share.
WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
Following the publication of the restated results above, the cautionary announcement is hereby withdrawn and
shareholders no longer need to exercise caution in dealing in the Company's securities.
Numeral Ltd has its primary listing on the Stock Exchange Mauritius and a secondary listing on the AltX of the JSE.
This notice is issued pursuant to SEM Listing Rule 11.3 and the Mauritian Securities Act 2005. The Board of Directors of Numeral
Ltd accepts full responsibility for the accuracy of the information contained in this announcement.
For and on Behalf of the Board
Mauritius
15 July 2026
Executive Directors: Non-Executive Directors:
Dave van Niekerk Mohamed Yusuf Sooklall
Neville Graham Dr Aansa Devi Bedacee
Jacobus Botma Kevin Evans
JSE Sponsor: Management Company and Company Secretary:
AcaciaCap Advisors Proprietary Limited LTS Management Services Limited
Date: 15-07-2026 02:45:00
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