Highveld Detailing Business Plan — Company, Structure and Governance
Legal structure, ownership and the governance framework adopted ahead of institutional funding.
Section 5 of 38
Company, Structure and Governance
Jump to section
- 0. Basis of Preparation and Important Notice
- 1. Executive Summary
- 2. Investment Thesis
- 3. What Must Be True, and What Would Break the Thesis
- 4. Company, Structure and Governance
- 5. The Customer Problem and the Value Proposition
- 6. Service Portfolio, Pricing and Contribution
- 7. Industry Structure and Profitability
- 8. Market Sizing and the Addressable Opportunity
- 9. Customer Segments and Buying Behaviour
- 10. Competitive Landscape
- 11. Business Model and Revenue Architecture
- 12. Channel Economics: Where the Capital Should Go
- 13. Go-to-Market Strategy
- 14. Operating Model
- 15. People and Organisation
- 16. Strategic Plan
- 17. SWOT and Strategic Implications
- 18. Risk Analysis
- 19. ESG, Transformation and Development Impact
- 20. Implementation Roadmap
- 21. Financial Assumptions
- 22. Cost Structure and Operating Leverage
- 23. Projected Income Statement
- 24. Projected Balance Sheet
- 25. Projected Cash Flow
- 26. Capital Expenditure
- 27. Funding Requirement and Structure
- 28. Debt Serviceability
- 29. Break-even Analysis
- 30. Valuation and Investor Returns
- 31. Sensitivity and Scenario Analysis
- 32. Key Performance Indicators and Management Dashboard
- 33. Exit Strategy
- 34. Conclusion and Recommendation
- A. Appendix A: Detailed Assumptions Register
- B. Appendix B: Roll-out Schedule
- C. Appendix C: Model Integrity Verification
Highveld is a newly incorporated South African private company with no trading history. Everything in this document is therefore a plan rather than a track record, and the governance structure is designed accordingly,with investor control rights concentrated at the points where capital is committed.
Legal and ownership structure
Table 7. Corporate particulars
|
Legal name |
Highveld Detailing Company (Pty) Ltd |
|
Form |
Private company incorporated under the Companies Act 71 of 2008 |
|
Registered office |
Midrand, Gauteng (co-located with the flagship studio) |
|
Financial year end |
Last day of February |
|
Tax |
South African corporate income tax at 27%; VAT-registered from incorporation |
|
Accounting framework |
IFRS for SMEs; independent review in years one and two, statutory audit thereafter |
|
B-BBEE |
Structured to achieve at least Level 4 at first verification, with a defined path to Level 2 (Section 19) |
|
Principal licences |
Municipal business licence, trade effluent permit, hazardous substance storage authorisation, COIDA registration, and site-specific dealership access agreements |
The founding management team subscribes for ordinary shares at nominal value at incorporation and is subject to a four-year vesting schedule with a one-year cliff, reverse vesting on departure, and standard leaver provisions. The investor subscribes for ordinary shares of the same class, avoiding the preference structures that complicate later rounds in businesses of this size, but takes protection through the tranche gate rather than through liquidation preference.
Why the equity is structured in two tranches
The single most valuable investor protection in this plan is not a covenant or a preference. It is the ability to stop. Tranche A of R15.0m funds a testable hypothesis: that a studio can reach target utilisation and that dealers will sign. If that hypothesis fails, the investor has lost R15.0m rather than R24.0m, and the second studio,the single largest irreversible commitment in the plan,has not been built.
Table 8. Tranche B release conditions
|
Condition at month 15 |
Test |
Consequence if not met |
|---|---|---|
|
Signed multi-site contracts with dealer groups |
At least three groups, minimum twelve months firm term |
Tranche B deferred; dealer roll-out slows to organic pace |
|
Pilot unit economics demonstrated |
Unit-level EBITDA margin at or above 26.1% across mobilised units |
Tranche B reduced; pricing and staffing model reworked before scaling |
|
Flagship studio utilisation |
Protection bays at or above 80% of steady-state plan |
Second studio not built; protection strategy re-evaluated |
|
Quality and liability record |
Damage claims below 0.5% of vehicles processed |
Tranche B withheld pending process remediation |
|
Cash position |
Closing cash above the R1.5m operating floor without revolver reliance |
Facility restructured before further equity is committed |
Board and governance
The board comprises the managing director, the operations director, two investor-nominated non-executive directors and one independent non-executive chair with motor retail experience. Audit and risk matters are handled by the full board in years one and two, with a separate committee constituted once revenue exceeds R50 million. Reserved matters requiring investor consent include any capital expenditure above R750,000 outside approved budget, any new studio lease, any borrowing outside the committed facilities, related-party transactions, and any change to the dealer pricing framework of more than five per cent.
Monthly reporting to the board comprises management accounts within fifteen business days, the covenant and liquidity pack, unit-level profitability by dealer site, and the operating dashboard set out in Section 32. Unit-level reporting is the critical discipline: a group operating twenty-eight embedded units can conceal several loss-making sites inside a profitable consolidated result, and the plan requires that each site be visible on its own terms.