Introduction: Through the education for all initiative, a number of education systems have been able to provide access to their students at the basic education level. The major challenge is that most of these learners, especially, those from poor families who attend schools with limited resources are often not successful. However, in South Africa, quite a few of these learners succeed against all odds. We characterized these students as resilient and wonder what drives their success. Method: Our analysis employed the South Africa 2011 Trends in International Mathematics and Science Study (TIMSS) and simple descriptive statistics to profile these resilient students. TIMSS was conducted by the International Association for the Evaluation of Educational Achievement (IEA). The TIMSS data included information on learners' socioeconomic background characteristics, their mathematics and science achievement, and their schooling characteristics. Using these data, we were able to estimate learners' socioeconomic status that was used as a proxy of poverty. We used a crosstabulation to identify poor learners in poor schools who were successful learning mathematics and developed the characteristics of these learners. Results: Our profile indicates that a typical resilient learner is a girl who does not speak the language of classroom instruction at home. This learner tends to not only value and like mathematics but also expressed confidence about her ability to learn mathematics. Discussion and Conclusion: The current South Africa policy to improve learning outcome for the poor tend to emphasise improvement of resources in schools serving the poor. Our findings demonstrate the importance of non-cognitive skills in developing resilience and the need to include professional development initiatives for teachers to develop capabilities to help learners to develop these skills.