AgriNova Sugar SA Business Plan › Section 1 › Executive Summary

AgriNova Holdings Group (Pty) Ltd (“AgriNova”, “ANHG” or the
“Company”) is a South African vertically-integrated agro-processing,
land development and bio-energy platform headquartered in Durban,
KwaZulu-Natal. The Company is being established to acquire, restructure
and operate distressed sugar-milling and cane-growing assets in
KwaZulu-Natal and Mpumalanga; to expand into adjacent bio-industrial
value streams (ethanol, animal feed, starch and glucose); to monetise
embedded land value on coastal and peri-urban estates; and to develop
renewable energy capacity on a sugar-bagasse and solar foundation.

The Plan presents an opportunity to deploy ZAR 14.0 billion (≈ USD
750 million at 18.7 ZAR/USD) of senior debt, mezzanine and equity
capital across an 8-year horizon (FY2026–FY2034) into one of the most
cost-competitive sugar-producing geographies in the world. Management’s
base-case projections indicate the platform will generate ZAR 36 billion
of annualised revenue and ZAR 13.3 billion of EBITDA by Year 8,
supporting a target enterprise value of ZAR 55–70 billion (≈ USD 3.0–3.7
billion). Levered project IRR is estimated at 19.8% with a project DSCR
averaging 3.4x once Phase 2 is operational.

1.1 Strategic Rationale

The South African sugar industry has experienced cyclical distress
driven by a 400%+ surge in subsidised deep-sea imports during 2025, the
Health Promotion Levy (sugar tax), aging infrastructure at several
mills, and erratic rainfall in the rain-fed KwaZulu-Natal region. These
pressures have depressed asset valuations even as the underlying
competitive structure of the industry remains strong: South Africa
consistently ranks in the top-25 of approximately 120 sugar-producing
countries on cost, the Southern African Customs Union (SACU) absorbs
roughly 70–76% of national output, and the country’s logistics
infrastructure (Durban and Richards Bay ports, rail) supports both
inbound feedstock and export sugar.

AgriNova’s strategy is to acquire two distressed mills with
optimisation potential, build out an outgrower network of 20,000+
smallholder farmers, deploy bagasse-cogeneration and solar capacity,
commission an 80-million-litre annual ethanol plant under the National
Treasury’s biofuels framework, and unlock embedded property value on
coastal mixed-use, industrial and logistics holdings — replicating but
modernising a play that delivered substantial value at Tongaat Hulett
over decades.

1.2 Phased Execution

The Plan is executed in three sequential but overlapping phases. Each
phase de-risks the next and builds optionality:

1.3 Financial Highlights

Revenue grows from ZAR 5.92 billion in Year 1 (representing the
consolidated take-on of the two mills and initial cane operations) to
ZAR 36.0 billion by Year 8 — a compound annual growth rate (CAGR) of
25.4%. EBITDA scales from ZAR 0.95 billion to ZAR 13.3 billion at a
target margin of 36.9%, supported by operating leverage on the existing
fixed-cost base, the addition of high-margin ethanol and energy streams,
and progressive land monetisation.

1.4 Capital Structure

The total raise of ZAR 14.0 billion is structured at a target
debt-to-equity ratio of 57:43, calibrated to maintain
investment-grade-equivalent leverage metrics by Year 4 and to deliver
lender DSCR coverage above 1.3x in every projection year. Equity
contributions of ZAR 6.0 billion comprise sponsor capital, anchor
commitments from at least one Development Finance Institution (IDC, PIC
or DBSA), and a strategic equity partner. Debt of ZAR 8.0 billion is
split between senior secured (R4.5 bn), mezzanine (R1.5 bn), a green
bond ring-fenced to renewable assets (R1.0 bn) and a working-capital
revolver (R1.0 bn).

1.5 Returns Profile

Levered project IRR of 19.8% is built up from the underlying earnings
power of the four divisions, with land monetisation contributing the
single largest tranche (6.5 percentage points) given the embedded uplift
from agricultural to mixed-use zoning on coastal and peri-urban parcels.
The sugar core operations contribute 4.8 percentage points; ethanol and
feed 3.2; renewable energy 2.1; with synergies and the tax shield
contributing the balance. The base case incorporates conservative
assumptions on land conversion timing, ethanol off-take pricing and
electricity tariffs.

Equity investors entering at financial close are projected to realise
a 3.7x money multiple over the 8-year hold, with the Plan contemplating
a partial DFI exit at Year 6–7 via refinancing and a potential JSE
main-board listing or strategic exit window in Year 8.

1.6 Why Now

Three structural windows are opening simultaneously and create a
narrow but compelling timing case:

1. Asset valuations across the SA sugar value chain are at
   multi-decade lows in real terms following the Tongaat Hulett business
   rescue, the 2023–2025 import surge and subsequent operational distress
   at smaller mills.
2. Phase 2 of the Sugar Master Plan — granted block exemption by the
   Minister of Trade, Industry and Competition in August 2026 — provides a
   coordinated industry-government framework on local procurement, pricing
   and capacity, materially de-risking the offtake assumption.
3. South Africa’s energy reform (the unbundling of Eskom, the
   lifting of self-generation thresholds and the National Treasury’s
   biofuels regulatory framework) creates first-mover advantages for
   industrial players able to combine biomass, solar and ethanol within a
   single asset base.

Confidential — this business plan is provided to prospective investors and lenders for evaluation purposes only and may not be reproduced or distributed without the written consent of AgriNova Sugar SA (Pty) Ltd.