Vunani Capital, a South African financial services group, has won a High Court battle against former Mandlamart shareholder Winston Marcus Kgaudi Matlala, with the court upholding the transfer of his 10.714% stake following a debt default.

In a judgment delivered on October 13, 2026, Judge L.R. Adams of the Gauteng Division of the High Court in Johannesburg dismissed Matlala’s application to reverse the transfer and reclaim his 10,714 shares in Mandlamart. He was ordered to pay the respondents’ legal costs, including the costs of two counsel where employed.

Loan default triggers share seizure

The dispute stems from a 2015 transaction in which Matlala acquired shares in Mandlamart and part of the company’s loan account for R4.76 million ($288,121). Vunani Capital financed R3.17 million ($176,000) through a vendor loan, while Matlala contributed R1.59 million ($88,000) in cash. The shares were pledged as security for his obligations under the agreement, which provided for repayment of the vendor loan over five years from dividends declared by Mandlamart.

However, the enforcement proceedings arose from a separate R900,000 loan Vunani Capital advanced to Matlala in June 2014 to finance a property purchase. By March 2018, the outstanding debt had risen to R1.36 million, including interest. Matlala acknowledged the debt in writing, and the company obtained a default judgment against him on November 1, 2018.

In April 2019, Vunani Capital secured a warrant of execution and attached Matlala’s Mandlamart shares. The shares were subsequently transferred to the company rather than sold at a public auction.

Court rejects challenge to share transfer

Matlala argued that the transfer was unlawful and sought restoration of his shareholding. Adams rejected the claim, finding that the execution process was lawful and that restrictions governing securities transfers in private companies prevented the shares from being sold through a public auction.

The court noted that Mandlamart had appointed an independent valuer to determine the shares’ market-related value at the time of attachment. Their valuation exceeded the judgment debt by R756,761, and Vunani Capital tendered payment of the surplus to Matlala.

The judge also dismissed Matlala’s claims that he held shares or beneficial ownership interests in Mandlalux and Fairheads Benefit Services, finding that the 2015 agreement covered Mandlamart shares only.

Vunani group’s directors escape further claims

Matlala also accused directors of breaching their fiduciary and statutory duties and challenged management-fee transactions between related companies. The court found insufficient evidence to support his allegations and ruled that he had not established grounds for the relief sought.

However, the court dismissed the respondents’ counter-application to strike out portions of Matlala’s founding affidavits, ordering them to pay his costs of that application.

Vunani Capital, Mandlamart, Mandlalux and Fairheads are part of Vunani Limited, a diversified financial services group listed on the Johannesburg Stock Exchange. Its operations span asset management, corporate finance advisory, principal investing, securities research and equity and debt trading. The judgment leaves the transfer of Matlala’s Mandlamart stake intact, ending his attempt to reclaim the shares.