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Updated Listing Particulars Published in Terms of the JSE Listings Requirements
NUMERAL LTD
(Incorporated in the Republic of Mauritius)
(Registration number: 098177 C1/GBL)
Primary Listing SEM share code: GOLI.N0000
Secondary Listing JSE share code: XII
ISIN: MU0330N00004
("the Company" or "Numeral")
UPDATED LISTING PARTICULARS PUBLISHED IN TERMS OF THE JSE LISTINGS REQUIREMENTS
These updated listing particulars are prepared and issued at the request of the JSE following the
various changes to the Company since its inward listing on the JSE in November 2016 under the
name Go Life International Limited ("Go Life") in order to summarize the history and clarify the
current position of the Group. These listing particulars are not an invitation to the public to
subscribe for shares in Numeral. It is issued in compliance with the JSE Listings Requirements for the
purpose of providing updated information to the public and investors with regard to the
Company.
Numeral's shares are listed on the Official Market of the Stock Exchange of Mauritius ("SEM"),
which constitutes its primary listing and have a secondary listing on the Alternative Exchange
("AltX") of the Johannesburg Stock Exchange ("JSE").
This updated information has not been vetted by the Listing Executive Committee of the SEM, in
conformity with the Listing Rules and are published at the request of the JSE. Neither the LEC, nor
the SEM nor the FSC assumes any responsibility for the contents of this document. The LEC, the SEM
and the FSC make no representation as to the accuracy or completeness of any of the statements
made or opinions expressed in this document and expressly disclaim any liability whatsoever for
any loss arising from or in reliance upon the whole or any part thereof.
The directors of Numeral collectively and individually accept full responsibility for the accuracy of
the information given and certify that to the best of their knowledge and belief there are no facts
that have been omitted which would make any statement false or misleading, and that all
reasonable enquiries to ascertain such facts have been made.
1 OVERVIEW
1.1 Incorporation and listings
The Company was incorporated on 1 October 2010 as a public company limited by shares
under the Mauritian Companies Act and holds a Category 1 Global Business Licence
(Licence No – C110009034) issued by the Mauritius FSC. Go Life is registered in the Republic
of Mauritius and was listed on the SEM on 07 July 2011 following the issue of 96 651 000 shares
at US$0.10 per share. Upon SEM listing date, Go Life held a 22% effective interest in Go life
International Health Products.
The Company was previously structured as a PCC under the PCC Act and was converted
into a limited company and changed its name to Go Life International Limited by way of a
shareholder resolution on 31 March 2015. The name change was approved on 16 June 2015
in anticipation of the inward listing on AltX and the conversion to a limited company
became effective on 12 May 2016.
Go Life acquired 100% in Go Life international Global for US$100 on 21 December 2014 and
mandated Go Life International Global to secure various acquisitions, appoint a promoter
and settle associated costs, as detailed in the prelisting statement dated 16 November 2016,
which resulted in the issued share capital of 900 000 000 ordinary shares ahead of the listing
on AltX.
The Company later changed its name to Numeral Limited on 15 December 2023.
1.2 Background
The Company was originally founded in 2011 with a focus on nutraceuticals and healthcare
and in 2015 developed into a broader multi-faceted healthcare company, offering a
comprehensive range of products and services, comprising:
- 100% in Go Life Health Products (including Gotha Health Products);
- 49% in the four Bon Health Frail Care Clinics; and
- 100% in the Bon Health properties from which the frail care operated.
During 2020 it acquired a 50% joint venture in a company known as Cryo-Save Proprietary
Limited ("Cryo-Save"), a SAPHRA licensed and AABB accredited stem cell Facility.
Gotha Health Products was launched in 2005 to market nutraceutical products originally
developed by Gotha Pharmaceuticals. Additional product lines were developed under the
name Go Life Health Products in 2008. During 2016, Go Life International increased its
shareholding in Go Life Health Products from 22% (directly held) to 100% (78% indirectly held
through its wholly-owned subsidiary, Go Life Healthcare Limited. Go Life Health Products
held 100% of Gotha Health Products.
The Company encountered a series of challenges during 2019, 2020, and 2021.
- On 22 November 2019, Go Life Healthcare Limited, announced on SENS that one of the
subsidiaries of Go Life, was placed in liquidation on 21 November 2019 as a result of a
subordinated shareholder loan from a shareholder dispute unrelated to the Company.
- On 3 July 2020, it was announced on SENS that it had come to the attention of the Board
that the properties of Bon Healthcare had been attached or alienated as part of the
liquidation of the Charles Calitz Trust ("CCT"), which was the original vendor. The
attachment was opposed by CCT as Go Life had acquired the properties. The Board
had also been informed that its 49% interest in the frail care operations may have been
lost. This was investigated by the Board.
- On 4 February 2021, the Board announced that the properties held within Bon
Healthcare Properties were disposed of by the liquidators of CCT following the
sequestration of the CCT, which still had the properties encumbered. This necessitated
the full impairment of the Company's largest asset and resulted in the significant
deterioration of the Company's financial position. The Company then pursued the
recovery of the shares from CCT, which had been issued as consideration for the Bon
Health Properties and 49% Bon Health Frail Care.
During this period, the Company's audits fell into arrears, several directors resigned along
with the Mauritian management company and company secretary, and compliance
obligations were not met. As a consequence, the Company's bank account was frozen
around 2020.
In addition, in 2020, shareholders were informed that the Board had become aware of
certain former group directors misrepresenting themselves to external parties as official
representatives of Go Life International and/or its subsidiaries. In some instances, these
individuals attempted to intervene in transactions originally concluded by the Group,
despite having no authority from Go Life to do so.
This led to a board restructure in 2022, with the appointment of Messrs Patrick Wysoczanski,
Dr Peter Koll and later Mr Jean van Rooyen ("Initial Board"), who had a particular interest in
Cryo-save, and various efforts to investigate what had transpired, as well as to secure
funding for the Company and to seek recovery of assets for the Company, where possible.
1.3 Recovery of shares issued to Bon Health Vendors, namely CCT ("Bon Health shares")
During 2023, the Company announced that it could not recover the Bon Health Properties
and associated Bon Health frail-care business for which 134 000 000 shares had been issued
at a cost of R102 500 000 ($6 833 333) ahead of the listing on AltX. However, the Company
initiated a legal process and managed to recover 132 500 000 Bon Health shares from the
former vendor, namely CCT, and these shares were held as treasury shares. The investments
in the Bon Health Properties and Bon Health frail-care business was written off after being
impaired in full in 2021 as noted in paragraph 1.2 earlier.
1.4 Recovery of 50% in Cryo-Save
Cryo-Save was originally part of the Cryo-Save Group, Europe's largest private cord blood
and tissue stem cell bank, storing hundreds of thousands of samples and has representation
in over 30 countries across six continents. In South Africa, Cryo-Save has been instrumental
in promoting the adoption of personalised and regenerative medicine aimed at improving
quality of life.
The acquisition of Cryo-Save formed part of the Company's strategy to position itself at the
forefront of medical technology. At the time, Cryo-Save was expected to be integrated into
the Group's marketing strategy, providing a more direct channel to both clients and
medical practitioners. The growing interest in stem cell technology among the general
population reinforced the decision by the then Board to pursue the acquisition, with the
belief that Cryo-Save could evolve into a market leader in the industry.
Following this, the Initial Board and funder (initially Boundryless Proprietary Limited
("Boundryless") focussed on regularisation of the Company and catching up on the audits.
During 2023 and 2024, the Company continued efforts to clarify the status of its historic assets
of the group and it was also established that the Cryo-Save asset had been improperly
transferred out of the Group. As a result, Messrs Patrick Wysoczanski and Dr Peter Koll
decided to step back from involvement, given the regulatory complexities and the fact that
Cryo-Save, their principal interest, was no longer under the Group's control.
In the interim, the funders, comprising Boundryless, DVN Family Trust Proprietary Limited and
Novanod Proprietary Limited continued to support the Group through both financial
assistance and regularisation efforts.
They agreed to capitalise outstanding amounts of R4 750 000 owed to them, thereby
strengthening the balance sheet through the issue of new shares as detailed in the Circular
to Shareholders dated 9 May 2023. This share issue was partially reduced through the
utilisation of 132 500 000 treasury shares recovered from the Bon Health acquisition.
Following the restructuring, Messrs. Wysoczanski and Koll stepped down from the Board, and
two new directors, Messrs. Dave van Niekerk and Neville Graham, representing the funders,
were appointed to fill vacancies, which appointments were later approved by shareholders
at a General Meeting. In addition, a Mauritian independent non-executive director was
appointed in November 2023 to further enhance compliance with the Mauritian Companies
Act. At this stage, the Board comprised four directors, including the Chairman, Mr Yusuf
Sooklall ("the Current Board").
Concurrently, LTS Management Services Limited was appointed as the new management
company, company secretary, and transfer secretary , also in November 2023. To reposition
the business and distance itself from legacy issues associated with Go Life, the Company
changed its name from Go Life Health International Limited to Numeral Limited.
Subsequently, after a two year negotiation process the Current Board successfully
recovered a 50% interest in Cryo-Save from Mr D Gilroy, a non-related party to Numeral,
who continues as the minority shareholder in Cryo-Save, which was reinstated into the
Group at no cost to the Company. The effective date of this recovery was 1 September
2024, at which point the Company secured control of Cryo-Save's Board. Following year-
end (28 February 2025), the Company further increased its interest in Cryo-Save to 51%.
The Company is now making meaningful progress in rebuilding and expanding its
Biotechnology and Health portfolio, both organically and through acquisitions. Cryo-Save
has been reinstated as a core upstream anchor asset within the biotech and stem cell
vertical, enabling the Group to service its downstream brands with laboratory, stem cell,
stem cell derivative, and allied processing solutions.
1.5 Regularisation and compliance
The Company finalised its regularisation and compliance in terms of Mauritian law, the SEM
and FSC, during the years ended 28 February 2024 and 28 February 2025, after appointing
new auditors, bringing all the audits up to date, holding its Annual Meetings, unfreezing its
bank account as well as restoring compliance with its regulators in Mauritius, including SEM.
The Company announced on 26 February 2025 that the final step in the regularisation of
the business had been achieved with the issue of a new Global Business Licence
(Licence No.: GB25101325 – Code: FS-4.1) under section 72(6) of the Financial Services
Act.
1.6 Nature of business
Numeral is currently an innovation-driven, growth-oriented investment holding group with a
core focus on biotechnology, progressive and personalised health care. Numeral's mission
is to advance human health and longevity by acquiring, supporting, and accelerating
pioneering businesses in the BioTech space, including stem cell therapy, genetic research,
and regenerative medicine.
With a vision to become a global leader in medical innovation, Numeral works closely with
its portfolio companies to provide deep operational expertise, strategic capital, and access
to transformative technologies.
1.7 Additional acquisitions
The following acquisitions and organic growth were implemented during 2024 and 2025:
- Numeral acquired an effective 51% shareholding in Longevity Lab Proprietary Limited
("Longevity") with effect from 1 March 2025 through an issue of ordinary shares in
Longevity for cash of R800 000.00.
- Numeral acquired an effective 40% shareholding in Isopharm Proprietary Limited
("Isopharm") with effect from 15 May 2025 through an issue of ordinary shares in
Isopharm for cash of R350 000.00.
- Numeral established a new entity named Celerevive Proprietary Limited
("Celerevive") during the 2025 financial year in which it holds 51% and 49% is held by
the Celerevive management team. Operations commenced in May 2025.
- During 2024, a new South African subsidiary, Numeral Financial Services Proprietary
Limited ("NFS"), was set up no cost to the Company. NFS is a licensed financial services
provider, registered as a Category 1 and Category 2 asset manager (FSP 54132), and
is also accredited with the National Credit Regulator (NCR CP 21170). Operations were
placed on hold during the previous period as NFS was not part of the business plan as
approved by SEM. NFS is currently dormant, however, it will form a key component of
Numeral's long-term strategy as detailed under Future Prospects below.
2 DIRECTORS
The names, ages, nationalities, business addresses, qualifications and roles of the directors
of Go Life International are set out below:
David van Niekerk
Nationality and age South African (52)
Business address 9, Rue du Laboratoire, L-1911 Luxembourg
Appointment date 26-Oct-23
Occupation Businessman
Position in Company Chief Executive Officer
Term of office 2 Years
Neville Graham
Nationality and age South African (56)
Business address 81 Botterklapper St, The Willows 340-Jr, Pretoria, 0081
Appointment date 26-Oct-23
Occupation Businessman
Position in Company Chief Operating Officer
Term of office 2 Years
Aansa Devi Bedacee
Nationality and age Mauritian (xx)
Business address 19 Ameshoff Street, Johannesburg, South Africa, 2193
Appointment date 14-Nov-23
Qualifications Ph.D.
Occupation Senior manager for Training in Middle-East and Africa at
Concentrix+Webhelp
Position in Company Non-executive director
Term of office 2 Years
Yusuf Sooklall
Nationality and age Mauritian (57)
Business address Beau Plan Business Park, Pamplemousses 21001, Mauritius
Appointment date 4 July 2011
Qualifications Diploma in Communication and Human Psychology
Occupation Director
Position in Company Independent Non-Executive Chairman
Term of office 5 Years
Jacobus Botma
Nationality and age South African (45)
Business address 81 Botterklapper St, The Willows 340-Jr, Pretoria, 0081
Appointment date 29 September 2025
Qualifications B.Com (Hons) in Financial Management, B.Com in Financial
Accounting and CIMA Certificate in Business Accounting
Occupation Accountant
Position in Company Financial Director
Term of office Newly appointed
3 SHARE CAPITAL
The authorised and issued share capital of the Company as at the last practicable date is
as follows:
USD
Authorised share capital
2 000 000 000 ordinary shares
Issued stated capital
1,242,500,000 ordinary shares 7 926 898
Share premium 20 533 459
The remaining authorised and unissued shares are under the control of the directors of the
Company, subject to the provisions of the Constitution, the Mauritian Companies Act, the
SEM and JSE Listings Requirements, where applicable.
There are no treasury shares held as at the Last Practicable Date.
Shareholders holding more than 5% in the Company are disclosed below:
Number of Percentage
Shares Shareholding
Caligraph Group 125 000 000 10,06%
Boundryless – associate of D van Niekerk 69 767 078 5,62%
DVN Family Office – associate of D van Niekerk 232 500 000 18,71%
Novanod 232 500 000 18,71%
659 767 078 53,10%
Mr Y Sooklall, a director, holds 10 001 023 shares. No other director has a direct shareholding
in Numeral, with only Mr D van Niekerk holding shares indirectly. As at 28 February 2025, the
Company had 2 046 shareholders, of which around 46% were held by the general public.
4 FINANCIAL RESULTS FOR THE YEAR ENDED 28 FEBRUARY 2025
The Company produced group results for the first time for the year ended 28 February 2025
after only publishing Company results for a number of years. Extracts from the Annual Report
published for the year ended 28 February 2025 are extracted below without amendment,
which can be found on the website at www.numeral.mu. The Company has reported as a
group for the first time for the year ended 28 February 2025, with comparative information
related to the Company only. The unaudited results for the six months ended 31 August 2025
are also published below.
Statement of Financial Position
Unaudited Audited Audited
Group Group Company
USD 31 Aug 2025 28 Feb 2025 29 Feb 2024
ASSETS
Non – Current Assets
Deferred tax 365 134 346 460 -
Loan receivables 1 336 093 641 700 -
Property, Plant and Machinery 133 070 133 656 -
Investment in associates 19 396
1 853 693 1 121 816 -
Current Assets
Trade and other receivables 1 280 843 895 482 32 000
Inventory 54 297 32 689 -
Loan receivables 138 976 524 345 -
Cash and Cash Equivalents 143 232 212 662 303
1 617 348 1 665 178 -
TOTAL ASSETS 3 471 041 2 786 994 32 303
EQUITY AND LIABILITIES
Equity
Issued capital 7 926 898 7 926 898 7 926 898
Share premium 20 533 459 20 533 459 20 533 459
Accumulated Loss (27 809 106) (27 972 928) (28 607 321)
Other reserves (1 443 782) (1 443 782) -
(792 531) (956 354) (146 964)
Non-controlling interest (1 031 488) (1 035 725) -
Total Equity (1 824 019) (1 992 079) (146 964)
LIABILITIES
Non-current liabilities
Deferred income - 225 625 -
Borrowings 4 649 172 3 800 208 -
4 649 172 4 025 833 -
Current Liabilities
Trade and other payables 592 711 554 771 75 610
Deferred income 43 829 19 908 -
Borrowings - 171 031 103 657
Income tax liabilities 9 348 7 530 -
645 888 753 240 179 267
Total liabilities 5 295 060 4 779 073 179 267
TOTAL EQUITY AND LIABILITIES 3 471 041 2 786 994 32 303
Statement of Comprehensive Income
Unaudited Audited Audited
Group Group Company
6 months 12 months 12 months
Ended ended ended
USD 31 Aug 2025 28 Feb 2025 29 Feb 2024
Other income 1 162 731 1 692 555 83 000
Cost of sales (259 989) (368 466) -
Gross profit 902 742 1 324 089 83 000
Administrative expenses (24 335) (47 874) (38 806)
Other expenses (691 325) (804 248) (22 763)
Foreign exchange loss 7 859 (221 932) -
Finance income - - 184
Profit before taxation 194 941 250 035 21 615
Taxation (9 348) (68 101) -
Profit for the period/year 185 593 181 934 21 615
Other comprehensive income - - -
Total comprehensive income for the period 185 593 181 934 21 615
Net profit attributed to:
Owners of the parent 130 968 168 786 21 615
Non-controlling interests 54 625 13 148 -
185 593 181 934 21 615
Total comprehensive income attributed to:
Owners of the parent 130 968 168 786 21 615
Non-controlling interests 54 625 13 148 -
185 593 181 934 21 615
Reconciliation of Basic Earnings To Headline Earnings
Unaudited Audited Audited
6 months 12 months 12 months
USD 31-Aug-25 28-Feb-25 29-Feb-24
Basic earnings 130 968 168 786 21 615
Adjustments: - - -
Headline earnings 130 968 168 786 21 615
Weighted average number of shares 1 242 500 000 1 242 500 000 1 242 500 000
Basic and diluted loss per share (USD cents) 0.0105 0.014 0.002
Headline loss per share (USD cents) 0.0105 0.014 0.002
Following the accounting for the Cryo-Save recovery, negative equity and reserves arose
of $1.8 million (around R31.4 million) at 31 August 2025. Numeral intends raising up to R100
million by way of an issue of shares for cash ("Capital Raise"), details of which will be
separately announced. Boundryless, a shareholder in Numeral, has a loan account of
around $4.9 million as per the published results for the six months ended 31 August 2025 and
has irrevocably undertaken to capitalise up to $2 million (around R34.5 million) of the loan
as part of the Capital Raise in order that the share capital and reserves will once again
exceed the minimum of R2 000 000 required in terms of the AltX Listings Requirements.
6 FUTURE PROSPECTS
Short term prospects
The Group continues to grow its health and biotechnology subsidiaries, which are showing
solid traction, with its main investment remaining Cryo-Save at present.
The core focus is on human health and longevity by acquiring, supporting, and accelerating
pioneering businesses in the BioTech space, including stem cell therapy, genetic research,
and regenerative medicine.
With a vision to become a global leader in medical innovation, Numeral works closely with
its portfolio companies to provide deep operational expertise, strategic capital, and access
to transformative technologies.
Medium to long term prospects
While biotechnology forms the cornerstone of Numeral's current growth strategy, Numeral
builds on a strong legacy of its previous funders in financial technology and inclusive
finance, including innovative solutions for Cryo-Save customers. Numeral has undertaken
an internal consolidation of its SA operating entities under a central SA holding company,
named Numeral SA Holdings Proprietary Limited ("NSH"), established on 18 March 2025,
which will be effective in the 2026 financial year.
The FinTech capabilities of Numeral's board continue to play a vital role in expanding
access to capital, driving operational efficiency, and supporting scalable, tech-enabled
solutions across our portfolio. As mentioned earlier, NFS was positioned to enable and
support future capital raising, fund management, and investment structuring for
biotechnology, health, and medical innovation platforms—aligning with the Group's
medium to long-term vision to integrate financial and scientific growth across its ecosystem.
Through a diversified approach that spans biotech, FinTech, and, in due course, agro-
processing, Numeral aims to offer integrated support across legal, corporate finance, IT
infrastructure, HR, and marketing to enable businesses to innovate faster, scale smarter, and
expand globally. Numeral is actively pursuing opportunities across Africa, Dubai, and other
emerging markets and is setting up new subsidiaries to address such opportunities in due
course.
Numeral established Numeral Treasury Solutions Limited on 19 April 2025, to house the
Domestic Medium-Term Note ("DMTN") program in preparation for its listing on the
Johannesburg Stock Exchange, which will take place in the 2026 financial year. This
programme will allow Numeral to acquire and fund the growth of the new biotech and
medical initiatives. Numeral established Qantara Private Capital Proprietary Limited
("Qantara") as a 100% held subsidiary of NFS on 8 April 2025. Qantara is busy establishing
three Shariah compliant, ethically aligned private equity funds namely: the Qantara Income
Fund, the Qantara Growth Fund and the Qantara Property Fund, each as en commandite
partnerships.
Numeral established Numeral DRC Holdings ("NDRCH") in preparation for its future
expansion of operations into the Democratic Republic of Congo. Our intention is to only
activate operations in this entity in the second half of the 2026 financial year. Numeral will
also seek strategic acquisitions. When the Group diversifies from the current health and
biotech focus, it will be required to issue revised listing particulars and may be required to
seek shareholder approval in accordance with SEM Listings Requirements.
5 COPIES OF THIS ANNOUNCEMENT
This announcement is available in English only and copies may be obtained during normal
business hours from Friday, 7 November 2025 from the registered office of the Company or
from the office of the Sponsor, AcaciaCap Advisors Proprietary Limited. Electronic copies
are available from Numeral's website: www.numeral.co.mu.
Numeral 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 Rules 11.3 and 11.16 and Rule 5(1) of the Securities
(Disclosure Obligations of Reporting Issuers) Rules 2007. The Board of Directors of the Company
accepts full responsibility for the accuracy of the information contained in this announcement.
For and on behalf of the board
Mauritius
7 November 2025
Executive Directors: Non-Executive Directors:
Dave van Niekerk Mohamed Yusuf Sooklall
Neville Graham Dr Aansa Devi Bedacee
Jacobus Botma
JSE Sponsor: Management Company and Company Secretary:
AcaciaCap Advisors Proprietary Limited LTS Management Services Limited
Date: 07-11-2025 05:05:00
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