Company and Business Overview

Jump to section

• Overview & contents
• 1. Executive Summary
• 2. Investment Thesis
• 3. Company and Business Overview
• 4. Problem, Customer Need and Value Proposition
• 5. Products and Services
• 6. Industry Analysis
• 7. Market Analysis
• 8. Customer Analysis
• 9. Market and Competitive Landscape
• 10. Business Model
• 11. Go-to-Market Strategy
• 12. Operating Model
• 13. Management and Organisation
• 14. Strategic Plan
• 15. SWOT Analysis and Strategic Implications
• 16. Risk Analysis
• 17. ESG and Sustainability
• 18. Implementation Roadmap
• 19. Financial Model and Revenue Build
• 20. Projected Income Statement
• 21. Projected Balance Sheet
• 22. Projected Cash Flow
• 23. Capital Expenditure and Working Capital
• 24. Funding Requirement and Structure
• 25. Break-Even Analysis
• 26. Investment Case and Returns
• 27. Debt Serviceability
• 28. Sensitivity and Scenario Analysis
• 29. Key Performance Indicators and Management Dashboard
• 30. Conclusion
• A. Appendix A: Assumption Register
• B. Appendix B: Conditions Precedent to the Seed Subscription
• C. Appendix C: Glossary

A newly incorporated producer with secured land, a cultivar trial programme and a founding team that combines allium pathology, irrigated production, agricultural finance and retail sourcing.

3.1 Background, legal structure and ownership

Two Seasons Garlic (Pty) Ltd is a private company incorporated in South Africa under the Companies Act, 71 of 2008, with its registered office in Polokwane, Limpopo. It is a newly formed special-purpose operating company; it has no trading history and no legacy liabilities. The founding shareholders are the four executive directors described in Section 14, who hold 100% of the ordinary shares prior to the seed round and 29.1% on a fully diluted basis after Series B and the establishment of a 10% broad-based employee share trust.

The company will hold all operating assets directly: leases over both blocks, water use entitlements (by lease assignment), irrigation and post-harvest infrastructure, mechanisation and the seed bank. No subsidiaries are planned during the plan period. The employee share trust will be a separate trust holding 10% of the issued shares for the benefit of permanent employees.

3.2 Mission, vision and strategic objectives

Mission. To supply South African retailers, food-service operators and regional customers with fresh, traceable, locally grown garlic across the longest domestic supply window available, displacing imported product season by season.

Vision. To be the reference domestic supplier of fresh and peeled garlic in Southern Africa by FY2031, supplying roughly one in seven bulbs consumed in South Africa.

• Reach 92 planted hectares and 910 saleable tonnes by FY2031 without exceeding 15% of domestic consumption.
• Secure at least one national retail programme listing by FY2029 covering no less than 40% of saleable volume.
• Commission the peeling line in FY2029 and lift peeled product to 23% of volume and 30% of revenue by FY2031.
• Achieve an EBITDA margin above 30% and positive free cash flow by FY2031.
• Maintain a cost position that is EBITDA-positive at a 34% fall in realised price.

3.3 Products, services and revenue streams

Table 5. Revenue streams at FY2031.

3.4 Geographic footprint and operating locations

Table 6. The two production blocks.

3.5 Existing assets, intellectual property and current stage of development

At the date of this plan the company holds signed lease agreements over both blocks conditional on the seed round closing; a cultivar trial programme (four cultivars, two sites, one completed season) with results supporting the 9.5 t/ha first-season yield assumption; a memorandum of understanding with a certified planting-stock supplier for 19 tonnes of first-season seed; and a written expression of interest from a national retail group covering the intended programme volume, conditional on packhouse certification. Intellectual property consists of the cultivar selection data and, from FY2028, the company’s own selected seed lines, which are the most valuable asset the business will own and are treated as a reserved matter in the shareholders agreement.

Licences and regulatory requirements comprise water use entitlements under the National Water Act (assigned with the leases), registration with the Department of Agriculture for planting-stock movement and phytosanitary export certification, food-safety certification of the packhouse to a GFSI-benchmarked standard ahead of the retail listing, and compliance with the sectoral determination for agricultural employment. Each is tracked on the implementation roadmap in Section 19.