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NUMERAL:  30   0 (0.00%)  15/07/2026 19:00

NUMERAL LIMITED - Change Statement and Withdrawal of Cautionary Announcement

Release Date: 15/07/2026 14:45
Code(s): XII     PDF:  
Wrap Text
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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