Vela Footwear — Risk Analysis & Mitigation

A structured risk register and the mitigation measures covering execution and build, the volume ramp, liquidity, market, input-cost, operational, financial and regulatory risks.

Vela Footwear Business PlanSection 17 › Risk Analysis & Mitigation

Section 17 · Business Plan

Risk Analysis & Mitigation

A structured risk register and the mitigation measures covering execution and build, the volume ramp, liquidity, market, input-cost, operational, financial and regulatory risks.

Vela’s risks are dominated by execution and ramp, not by end-market
demand. The register below sets out the principal risks, an assessment
of likelihood and impact, and the mitigations built into the plan.
Residual risk remains — this is a greenfield manufacturer — and the most
material items are flagged honestly rather than minimised.

Risk register

Risk L I Mitigation
Construction delay / cost overrun Med High Fixed-price contracts where possible; contingency in capex; two-year grace absorbs modest slippage; early long-lead procurement
Slow volume / yield ramp Med High Anchor contracts before commissioning; experienced operators; phased pilot production; working-capital facility headroom
Anchor contracts not secured Med High Convert pipeline to LOIs before close; multi-segment demand reduces single-contract dependence
Materials price / FX volatility Med Med Local leather sourcing; multi-sourcing of polymers; contract price-adjustment clauses; modest ASP escalation
Electricity supply / load-shedding High Med On-site backup generation; energy-efficient plant; production scheduling around supply windows
Import competition / tariff change Med Med Tariff protection and proposed specific-duty increase; certification barrier; local-content preference
Incentive / grant not awarded Med Med Early engagement with dtic / IDC; conservative recognition (PI from Y2 only); structure can absorb via equity
Key-person / skills shortage Med Med Competitive retention; SETA partnerships; structured training budget in pre-operating phase
Liquidity shortfall in ramp Med High R85m revolving facility; R9m DSRA; minimum cash floor; grace on principal
Labour relations Low Med Recognition agreements; fair-pay positioning; transformation committee oversight

L = likelihood, I = impact, each assessed Low / Medium / High for
the plan period.

The three risks that matter most

1. Execution of the build and commissioning

Delivering an integrated plant on time, on budget and to certified
quality is the single largest risk. It is mitigated by contingency in
the capital plan, early procurement of long-lead equipment, the two-year
grace period, and — critically — the calibre of the operations team. It
cannot be eliminated, and lenders should size their structure against a
delayed-commissioning scenario.

2. Speed of the volume ramp

The economics depend on reaching the Year-3 profit inflection broadly
on schedule. A ramp that lags by a year materially extends the
loss-funding period and pressures liquidity and covenants. Securing
anchor offtake before close is the most powerful mitigant, converting a
speculative ramp into a contracted one.

3. Liquidity through the early years

Year-1 operating cash flow is sharply negative and Year-1 DSCR is far
below 1.0x. The plan funds this from the capital structure, but a
combination of slow ramp and stretched working capital could exhaust
headroom. The adequacy of the R85 million facility and the DSRA under
stress is the key liquidity question for diligence.

RISK FLAG — Residual risk is real and concentrated in the
first 24 months

Even with every mitigation in place, Vela carries meaningful residual
risk through construction, commissioning and the first two operating
years. The downside IRR of 26.3% reflects adverse steady-state outcomes
but not a severe execution failure (for example, a year-long
commissioning delay combined with a slow ramp), which would impair
returns more deeply. Investors should size their commitment, and lenders
their structure, to withstand a scenario worse than the modelled
downside.

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 Vela Footwear Manufacturing (Pty) Ltd.