A1. Disclaimer & Confidentiality Notice

A2. Executive Summary & Transaction Overview

Company Snapshot

NAFP is a Moroccan SARL à Associé Unique, incorporated on 8 June 2023 in Fès, specializing in the processing and export of preserved agricultural products — principally olives, capers, caperberries, and specialty peppers. The company is 100% owned and managed by Mr. Lhou Sabouri, a veteran agri-food executive with 25+ years of sector experience, including 17 years as CEO of leading Moroccan conserveries (Sicopa, Conserves Oualili).

In just 2.5 years of operations, NAFP has built a diversified export client base across Spain, Italy, France, Poland, and the USA, achieving realized revenues of MAD 12.1 million in 2025 with a net margin of approximately 8.4% — entirely from exports.

Transaction Overview

Note: Phase 2 (Mini Poivron, MAD 1.51M in 2027) is expected to be funded from Year 1 operating cash flows. The MAD 11.1M financing plan covers Phase 1 and working capital.

Equity Raise Parameters

The Company is seeking equity investment of up to MAD 2,000,000–2,500,000 alongside the founder's equity contribution of MAD 700,000–1,200,000 to constitute the total equity layer of MAD 3,200,000. Analyst Estimate

Recommended Instrument: Given NAFP's SARL legal form (which limits the number of associates and imposes transfer restrictions under Moroccan Law 5-96), we recommend structuring the equity raise through parts sociales with a shareholders' agreement (pacte d'associés) providing enhanced governance and exit provisions. If the equity raise requires more than 50 associates or public solicitation, conversion to a Société Anonyme (SA) would be a prerequisite — which we recommend in any event for investor protection (see Section G4).

Valuation methodology is proposed on an asset-based + earnings multiple basis given the limited operating history. A pre-money valuation range of MAD 5.0–8.0 million is suggested, implying a post-money of MAD 7.0–10.5 million with the equity raise. A DCF cross-check is provided in Section D8. Analyst Estimate

Key Investment Highlights

A3. The Equity Story — Why Invest

1. Attractive Sector Fundamentals

The global preserved vegetables market was valued at approximately USD 25–30 billion in 2024, growing at a CAGR of 5–6%. Key demand drivers include: the rise of Mediterranean diet adoption globally, growing tapas culture in Western markets, clean-label and natural preservation trends replacing artificial preservatives, and the post-COVID recovery of the HoReCa (hotel/restaurant/catering) channel. Specialty peppers (Piquillo, Guindilla, Jalapeño) are among the fastest-growing subcategories, driven by the "flavor exploration" consumer trend. Market Data

2. Morocco's Structural Cost Advantage

Morocco's SMIG (minimum wage) stands at approximately MAD 17.18/hour for industry, compared to Spain's EUR 8.28/hour — translating to a labor cost differential of roughly 6–7×. For labor-intensive products requiring hand-sorting, peeling, and careful packaging, this differential is decisive. Morocco's geographic position offers 2–3 day trucking access to Spain and Southern France, shorter than any Latin American competitor. The EU-Morocco Association Agreement provides preferential tariff access to European markets.

3. Validated Partnership & Secured Demand

The 2025 pilot project with a major Spanish industrial partner demonstrated production feasibility and product quality acceptance. This partner, well-positioned in the Spanish market for decades, has committed to providing engineering expertise, production teams during ramp-up, and offtake volumes. This de-risks the critical first years of operation significantly, though commercial concentration on a single partner remains a key risk to monitor (see Section E1).

4. Scalability

The 10,000 m² land plot can accommodate a facility of 4,000–4,500 m², leaving substantial room for expansion. The phased investment approach (Guindilla and Piquillo lines in 2026, Mini Poivron in 2027) demonstrates disciplined capital deployment with a clear pathway to tripling revenues within 3 years.

5. State Support

Under Morocco's New Investment Charter (Charte d'Investissement 2022), NAFP is eligible for subsidies estimated at MAD 2,124,750 (19% of project cost), comprising territorial subsidies for investment in rural/underdeveloped areas (Mrirt qualifies) and sectoral support for agri-food industrialization and export promotion. Subject to Confirmation

Key Risks — Investor Transparency

A4. Indicative Terms & Deal Structure

The following represents an indicative term sheet for discussion purposes only. Final terms to be negotiated between the Company and investors.

B1. Company Profile & Corporate History

Corporate Evolution (2023–2025)

2023 — Foundation & Bulk Export Launch: NAFP was established in June 2023, commencing operations with bulk and semi-bulk export of preserved agricultural products, primarily olives and peppers, targeting Italian and Spanish industrial buyers. The founder leveraged his 15+ year international network built during his tenure at Sicopa and Conserves Oualili.

2024 — Product & Market Diversification: The product range expanded to include olives (multiple preparations), capers, and caperberries. New markets were penetrated: France, Poland, and the USA, moving beyond the initial Italian and Spanish base.

2025 — Strategic Partnership & Pilot Validation: NAFP entered a strategic partnership with a major Spanish industrial company (unnamed for confidentiality), launching a pilot project for conditioning two pepper varieties (Guindilla and Piquillo) in jars. The pilot was deemed successful, and both parties agreed to build a dedicated production facility targeting a June/July 2026 production start. Realized turnover reached MAD 12,076,023 with a net profit of MAD 1,016,182.

B2. Management & Governance Assessment

CEO Profile — Lhou Sabouri

Key-Man Dependency Assessment

NAFP is critically dependent on Mr. Sabouri. He is the sole shareholder, sole manager, the primary commercial relationship-holder with the Spanish partner, and the source of all agricultural supply chain expertise. His departure or incapacity would fundamentally compromise the project.

Governance Assessment

The current structure — 100% sole ownership in a SARL AU — provides virtually no checks and balances. There is no board, no statutory auditor (commissaire aux comptes), and no formal governance framework. For investors, this represents a significant risk of unchecked decision-making, related-party transactions, and information asymmetry. Conversion to an SA and implementation of a proper governance framework is a prerequisite for any meaningful equity investment (detailed in Section G4).

B3. Products & Value Proposition

Value Proposition

NAFP positions itself in the specialty foods and tapas segment — premium quality preserved vegetables targeting wholesale importers, modern retail (private label capability), foodservice/HoReCa, specialty & gourmet stores, convenience stores, and industrial food manufacturers (pizza, prepared meals). The value proposition rests on four pillars: consistent quality backed by partner technical support, competitive pricing through Morocco's labor cost advantage, flexibility in packaging formats and private-label capability, and the CEO's deep industry relationships enabling rapid market access.

B4. Market Analysis

The global preserved/canned vegetables market is estimated at USD 25–30 billion (2024), with a projected CAGR of 5–6% through 2030. Key growth drivers include the Mediterranean diet trend, tapas culture expansion, clean-label demand, convenience-oriented consumption, and foodservice channel recovery post-COVID. Market Data

Target Geography Analysis

B5. Competitive Positioning

NAFP's specific competitive moat rests on: direct farmer relationships bypassing the broker-intermediated model that dominates 90% of Moroccan olive procurement; Spanish partner's technical support ensuring European-standard quality from day one; the CEO's proven track record managing large-scale agricultural programs; and full value chain integration from farm contracting through to finished packaged goods for export.

B6. Supply Chain & Agricultural Integration

NAFP's supply chain model is a key differentiator. While the Moroccan agri-food sector is characterized by fragmented, broker-intermediated procurement (90% of olive industry purchases go through intermediaries who set prices irrespective of quality), NAFP plans to secure supply through annual agricultural contracts directly with farmers, offering: guaranteed purchase prices, technical assistance, and financing support.

The CEO's track record in managing agricultural programs is substantial: 3,000+ tonnes of mini peppers, 500 tonnes of pickles, and 4,000+ tonnes of tomatoes annually during his tenure at Sicopa and Conserves Oualili. This experience in direct farmer engagement, crop planning, and quality control at the farm level is critical for the new facility's success.

Supply Risk Assessment

C1. Project Description

The project consists of the construction of a greenfield production facility in rural Mrirt, Khénifra province, dedicated to the processing and packaging of preserved agricultural products. The facility will house three dedicated production lines:

Additionally, the facility will handle conditioning of olives, capers, caperberries, and pickles in jars and metal cans. The Spanish partner will provide engineering expertise for facility design, production team support during ramp-up, and technical specifications aligned with European market requirements.

C2. Site Selection Rationale

Location: 10,000 m² plot in the rural zone of Mrirt, Khénifra province. Factory footprint: 4,000–4,500 m².

Selection drivers: Labor availability (the primary consideration for this labor-intensive activity); geographic positioning within agricultural production zones; eligibility for territorial investment subsidies; proximity to the company's Fès headquarters; and contribution to local socioeconomic development through job creation (149 positions).

Infrastructure assessment: Road access from Mrirt to Fès is adequate (approximately 130 km via N8/N13). Port access for export is via Casablanca (approximately 280 km) or Tangier Med (approximately 350 km). Utility availability (water, electricity) in rural zones should be verified — connection costs and reliability represent a risk that the budget addresses with dedicated water and electricity line items. Verify

C3. Facility Design & Production Infrastructure

The facility encompasses 17 functional zones covering the complete production flow:

C4. Investment Program Breakdown

C5. Human Resources Plan

Labor cost assessment: The 2026 personnel charge is MAD 4,515,365, translating to an average annual cost per employee of approximately MAD 30,300, or about MAD 2,525/month. Morocco's SMIG for industry is approximately MAD 3,111/month (based on 191 hours × MAD 16.29). The average cost per worker at MAD 2,525/month is below the SMIG, suggesting either: the 130 production workers include seasonal/part-time staff; or the personnel cost projection may be underestimated for a full year of full-time employment. This requires clarification. Clarify

Recruitment feasibility: Hiring 130 production workers in rural Mrirt should be feasible given the area's relatively high unemployment. However, recruiting 10 qualified cadres (Quality Manager, Lab Manager, Production Engineers, etc.) in a rural location may be challenging and could require wage premiums or relocation packages not reflected in the current budget.

Ramp-up plan: The presentation does not specify whether all 149 employees are hired at once or phased. We recommend a phased approach: core management and technical team (20–25 people) from Q1 2026 for construction supervision and training; production workers in two waves aligned with line commissioning (Guindilla/Piquillo in June 2026, Mini Poivron in early 2027). Analyst Recommendation

C6. Implementation Timeline

The target of commencing production in June/July 2026 is ambitious given the current date (February 2026) — this allows only 4–5 months for land acquisition finalization, construction permits, facility construction, equipment procurement and installation, staffing, and certification preparation.

Realistic assessment: A September/October 2026 production start is more realistic than June/July, representing a 3-month delay. This is reflected in our sensitivity analysis (Section E2). A full 6-month delay scenario is also modeled. Analyst Assessment

D1. Historical Performance (2023–2025)

NAFP's realized 2025 revenue of MAD 12,076,023 demonstrates commercial traction since the June 2023 inception. Net income of MAD 1,016,182 (8.4% margin) indicates a viable business model even in the current trading/light processing configuration. Operating cash flow of MAD 1,076,563 confirms positive cash generation.

D2. Revenue Projections Analysis (2026–2030)

Assessment of the 161% Revenue Jump (2026)

The projected jump from MAD 12.1M to MAD 31.6M in 2026 assumes the new factory generates approximately MAD 19.5M of incremental revenue in its first partial year of operations (6–7 months). This implies monthly factory output of approximately MAD 2.8–3.3M, which is plausible for a facility with 130+ production workers processing pepper products for a committed partner, but is nonetheless aggressive. Key risks include: construction and commissioning delays compressing the productive months available; slower-than-expected ramp-up of production efficiency; and partner offtake timing.

Information gap: Revenue projections are not decomposed by product line or market. The absence of detailed volume × price assumptions makes independent verification difficult. Data Gap

D3. Cost Structure & Margin Analysis

Depreciation check: Depreciation of ~MAD 1.0M per year from 2027 onward on an asset base of ~MAD 10M implies a weighted average useful life of approximately 10 years, which is reasonable for industrial equipment and structures. The 2026 figure of MAD 850K (for a partial year) is consistent.

Personnel cost trajectory: The decline from 14.3% to 8.9% of CA reflects operating leverage — a largely fixed labor force (149 employees) spread across growing revenues. This is realistic provided: (a) production workers are not predominantly seasonal, and (b) wage inflation is modest. If seasonal labor constitutes a significant portion, the ratio would be more variable.

Net margin progression from 8.4% (2025) to 15.7% (2030) reflects the transformation from a trading business (low margins) to a manufacturing business (higher value-add). Margins of 15–16% are achievable for well-run Moroccan agri-food exporters but represent the upper range of industry benchmarks.

D4. Cash Flow Analysis

Note: 2026 CAPEX funded by the MAD 11.1M financing plan (equity + subsidy + debt). Debt service during grace period (2026–2027) limited to interest only. Principal repayment begins 2028. Maintenance CAPEX not explicitly budgeted. Analyst Estimate

Working Capital Assessment

The MAD 2.6M working capital provision represents approximately 8% of projected 2026 revenues. For an export-oriented agri-food business with typical payment terms of 60–90 days from European buyers and seasonal raw material purchasing (harvest-driven), a working capital need of 10–15% of revenues is more typical. The MAD 2.6M may prove tight during peak season. Analyst Assessment

D5. Financing Structure Assessment

Subsidy risk assessment: Under the New Investment Charter, subsidies are typically disbursed after investment completion and verification, not upfront. If the MAD 2.12M subsidy is disbursed post-completion, the company will need bridge financing or phased investment to manage the timing gap. This is a material risk to the financing plan. Critical Clarification Needed

D6. Debt Service Capacity

Assumed interest rate: 5.5% (aligned with current Moroccan CMT market rates). Principal repayment: straight-line over 5 years post-grace period. EBITDA calculated as Operating Result + Depreciation. Analyst Estimate

Assessment: Debt service coverage is very comfortable across all projected years, with DSCR consistently above 8×. Even under severe stress scenarios (see Section E2), the DSCR remains above 2.0×. The bank debt request of MAD 5.77M appears well-supported by the projected cash flows, provided revenue projections are achieved at 60–70% of base case.

Note on "zero interest" grace period: The company's financing plan mentions "2 ans différés sans payement intérêts." This is unusual from a banking perspective — most Moroccan banks charge interest during grace periods (interest-only, no principal). The CPC does show interest charges of MAD 317,584 in 2026 and 2027, confirming interest is in fact being paid. We have modeled this as interest-only during the grace period.

D7. Key Financial Ratios Dashboard

ROE estimated using cumulative retained earnings + initial equity of MAD 3.2M. Balance sheet projections not provided by management. Analyst Estimate

D8. Investor Returns Analysis

The following models assume an equity investment of MAD 2,250,000 for a 30% stake (mid-range of indicative terms), with exits via founder buyback or trade sale.

Valuation methodology: 5× net income multiple at exit (conservative for Moroccan agri-food exporters). No dividends assumed before exit. Analyst Estimate

Dividend distribution capacity: Starting Year 3 (2028), with projected net income of MAD 8.3M and no major CAPEX, the company could distribute 20–30% of net income (MAD 1.7–2.5M/year) while maintaining comfortable debt service coverage and reinvestment capacity. Investor share at 30% stake: MAD 500–750K/year in dividends from Year 3.

Benchmark: Private equity investments in Moroccan agri-food typically target IRRs of 20–30% and MOICs of 2.5–4.0× over 5–7 years. The base case returns presented here exceed these benchmarks significantly, which reflects both the project's potential and the early-stage risk premium associated with a greenfield investment by a company with limited track record.

E1. Risk Matrix

E2. Sensitivity Analysis

Sensitivity analysis based on analyst estimates applied to management projections. Combined downside represents a realistic worst-case scenario. Analyst Estimate

E3. Break-Even Analysis

Fixed costs estimated as: personnel + depreciation + portion of external charges + financial charges. Variable costs: raw materials assumed fully variable. Analyst Estimate

The break-even revenue level is approximately MAD 14.5M in 2026, representing a factory utilization rate of roughly 46% of projected capacity. This provides substantial buffer, though it should be noted that the "fixed" cost classification is approximate and some costs may have semi-variable characteristics.

F1. Proposed Guarantees Assessment

F2. Recommended Security Enhancements

G1. Credit Recommendation

Justification

Strengths supporting the recommendation: Strong DSCR coverage (8–11× in repayment years, still above 3× in combined stress); experienced management with proven track record in the sector; secured demand through validated partnership with Spanish industrial client; 100% export model generating hard-currency revenues; significant state subsidy support (19%); strong sector fundamentals with growing global demand for specialty preserved vegetables.

Concerns requiring conditions: Limited operating history (2.5 years); greenfield execution risk; key-man dependency; single-client concentration risk for the new factory; weak initial guarantee coverage (land = 9.5% of loan); governance gaps in the sole-owner SARL structure; absence of contingency budget and potential underestimation of certain costs.

G2. Suggested Loan Terms

G3. Equity Investment Recommendation

Suggested valuation approach: Given the limited operating history, a DCF approach alone would rely too heavily on aggressive projections. We recommend a blended valuation using: (1) Asset-based floor (net investment cost), (2) comparable transaction multiples (Moroccan agri-food at 4–6× EBITDA for established operations; 2–3× for early-stage), and (3) DCF cross-check with conservative discount rate (18–22% WACC reflecting early-stage risk). The resulting range of MAD 5–8M pre-money is appropriate.

G4. Structural Recommendations to the Company

H1. Detailed Financial Model — P&L Projections

(R) = Realized. Source: Company management projections (February 2026 investment presentation). Financial data has not been independently audited.

H2. Glossary of Terms

H3. One-Page Transaction Summary