_________________________________________________________________________________
Page 1 of 4
IN THE COMPANIES TRIBUNAL OF THE REPUBLIC OF SOUTH AFRICA
CASE NO: CT02940/ADJ/2026
In the ex parte application of:
NOVA PROPGROW GROUP HOLDINGS LIMITED APPLICANT
(Registration Number: 2011/003964/06)
Presiding Member: D Terblanche
Date of Decision: 10 September 2026
DECISION (Reasons and Order)
APPLICATION
1. This is an application for an extension of time to convene the annual general meeting (“AGM”)
of the applicant’s shareholders in terms of section 61(7)(b) of the Companies Act 71 of 2008
(“the Act”).
INTRODUCTION
2. The applicant, Nova PropGrow Group Holdings Limited (“the Company”), is a public company
duly incorporated under the laws of the Republic of South Africa, with registration number
2011/003964/06.
3. The Company brought this ex parte application for an extension of the period within which
to convene its AGM for the financial year ended February 2025. Its previous AGM was held
on 27 March 2025. In terms of section 61(7)(b) of the Act, a public company must convene
an AGM no more than 1 5 months after the previous AGM. The Company was therefore
required to convene its next AGM by 27 June 2026. The Tribunal previously granted an
extension permitting the Company to hold its AGM by 27 September 2026. The Company
now seeks a further extension to hold its AGM by 25 November 2026.
_________________________________________________________________________________
Page 2 of 4
4. The Company states that it cannot convene its AGM within the previously extended period
because the auditors had expected to finalise the audit and audit report by August 2026, but
this did not occur. The auditors have indicated that they intend to finalis e the audit report
by the middle to end of September 2026. The Company accordingly seeks permission to
hold its AGM on or before 25 November 2026.
BACKGROUND
5. The applicant is a public company as defined in section 8(2)(d) of the Act. Its Memorandum
of Incorporation (“MOI”) provides in clause 4.1 that the Company must hold shareholders’
meetings as required by the Act. The MOI imposes no additional restrictions on AGMs
beyond those in the Act.
6. On 26 August 2026, the Board of Directors passed a resolution authorising an application to
the Companies Tribunal for an extension of time to hold the AGM for the February 2025
financial year, as required by section 61(7) of the Act and paragraph 4.1 of the MOI. The
resolution is dated 1 September 2026.
7. Dominique Haese, a director of the Company, deposed to an affidavit in support of the
application, setting out the reasons for the delay and the relief sought. The application was
filed with the Tribunal on 1 September 2026, as evidenced by the stamped CTR142 form.
APPLICABLE LAW
8. Section 61(7) of the Act provides:
“A public company must convene an annual general meeting of its shareholders —
(a) initially, no more than 18 months after the company’s date of incorporation; and
(b) subsequently, no more than 15 months after the date of the previous annual
general meeting, or within an extended time allowed by the Companies Tribunal, on
good cause shown.”
_________________________________________________________________________________
Page 3 of 4
9. The Tribunal’s jurisdiction to grant an extension is discretionary. The applicant bears the onus
of establishing “good cause.” The Act does not define “good cause.” The Tribunal has held
that it requires a convincing explanation for the delay and a demonstration that the applicant
is acting in good faith and with reasonable diligence.
10. Regulation 142 of the Companies Regulations, 2011 prescribes the form and procedure for
applications to the Tribunal. The applicant used Form CTR142, the prescribed form for
applications for relief.
EVALUATION AND REASONS
11. The Tribunal must determine whether the applicant has shown good cause for an extension
until 25 November 2026 to hold its AGM, based on the delay in finalising the audited financial
statements and auditors’ report.
12. The applicant’s grounds are set out in Dominique Haese’s affidavit. The deponent states that
the Company could not finalise its audited financial statements and auditors’ report within
the required timeframe, and that the matter is expected to be resolved by the middle to end
of September 2026.
13. The applicant attached the board resolution passed on 26 August 2026, showing that the
Board authorised the application and took steps to address the delay. The applicant also
provided its MOI, confirming that it is a public company required to hold AGMs i n
accordance with the Act.
14. The Tribunal has previously granted extensions in similar circumstances where the delay
arose from finalising financial statements or the auditors’ report. See Denel Soc Ltd
(CT01588ADJ2023) [2024] COMPTRI 60 (5 April 2024)
15. The proposed extended date of 25 November 2026 is reasonable, given that the auditors’
report is expected by the middle to end of September 2026. This allows sufficient time to
prepare for and convene the AGM after the financial statements are finalised.
_________________________________________________________________________________
Page 4 of 4
16. The applicant also demonstrated reasonable diligence once it became aware of the
possibility that it might not hold the AGM by 27 September 2026. The board resolution was
passed on 26 August 2026, and the application was filed with the Tribunal on 1 Septem ber
2026.
17. The applicant has not concealed any material facts. The affidavit provides a clear and concise
explanation for the delay, and the supporting documents are complete and consistent.
18. In light of the foregoing, I am satisfied that the applicant has shown good cause. The delay
is attributable to circumstances beyond the Company’s control, namely the finalisation of
the auditors’ report and audited financial statements. The applicant acted in good faith and
with reasonable diligence, and the proposed extended date is reasonable.
ORDER
19. In the result, I make the following order:
19.1 The applicant’s application for an extension of the period within which to convene its
AGM for the financial year ended February 2025, in terms of section 61(7)(b) of the
Act, is granted.
19.2 The period for the applicant to convene its AGM for the February 2025 financial year
is extended until 25 November 2026.
19.3 The applicant must convene its AGM on or before 25 November 2026.
Dated on 10 September 2026.
D R Terblanche
Member of the Companies Tribunal