An integrated solar import, engineering and installation group serving South Africa's commercial, industrial and residential markets — seeking in growth equity to scale a proven delivery platform into a national annuity-backed energy business.
This document is confidential and is issued for information purposes only.
This business plan has been prepared by the directors of Solar Smart Energy (Pty) Ltd (“the Company”) for the sole purpose of assisting existing shareholders and prospective investors in evaluating a proposed subscription for ordinary shares. It does not constitute an offer to the public as contemplated in the Companies Act 71 of 2008, and is directed only at persons falling within the exemptions contained in section 96 of that Act.
The financial projections contained in this document are forward-looking statements. They reflect the directors' current expectations of future events and are based on the assumptions set out in the Financial Assumptions section. Those assumptions concern matters that are partly or wholly outside the Company's control — including exchange rates, electricity tariff paths, import duties, interest rates and customer demand. Actual results will differ from those projected, and the differences may be material. Nothing in this document should be construed as a guarantee, forecast or warranty of future performance.
Neither this document nor any part of it constitutes financial, investment, legal, tax or accounting advice. Each recipient must make its own independent assessment and should consult its own professional advisers. The Company, its directors and its advisers accept no liability for any loss arising from reliance on this document.
The projections have been prepared on the going-concern basis using accounting policies consistent with IFRS for SMEs. They have not been audited, reviewed or otherwise reported on by the Company's independent auditors. All monetary amounts are stated in nominal South African Rand unless otherwise indicated. Where United States Dollar amounts are shown, they are a presentational convenience converted at a fixed rate of R18.50 to US$1.00 and do not represent a forecast of future exchange rates.
This document and its contents are confidential. By accepting delivery, the recipient agrees not to reproduce, distribute or disclose it, in whole or in part, without the prior written consent of the Company, and to return or destroy it on request.
Third-party market statistics are drawn from public sources including the National Transmission Company of South Africa, Statistics South Africa, NERSA and Eskom, and are current as at mid-2026. Recipients should satisfy themselves as to the currency of this data at the date of their investment decision.
53 pages. Figures may be displayed in Rand or United States Dollars using the currency selector in the toolbar.
Sections 1 to 27 describe the business, the market research behind it, and its operations, including the marketing roll-out at Sections 17 to 20 and the staffing schedule at Section 23. Sections 28 to 40 contain the financial projections, which are internally consistent and derive entirely from the assumptions stated in Section 28. Sections 41 to 44 address the transaction itself — the application of proceeds, exit and scenario outcomes. Appendices follow.
A reader with limited time should read the Executive Summary (pages 4–5), the Market Sizing at Section 6, the Monthly Cash Flow Forecast at Section 34, the Application of Proceeds at Section 41 and the Scenario Analysis at Section 44.
A profitable, cash-generative solar business scaling from regional installer to national platform.
Solar Smart Energy (Pty) Ltd imports solar photovoltaic modules, inverters, batteries and mounting systems from Tier 1 international manufacturers and designs, installs, commissions and maintains those systems for South African commercial, industrial and residential customers. The Company controls the value chain from port of entry to roof, which is the single most important structural advantage in this market: it captures the import margin, the engineering margin and the installation margin on the same kilowatt.
The Company is seeking in new ordinary equity to fund a national scale-up. The capital is not required to prove the model — it is required to remove the two constraints that currently cap growth: import working capital and installation capacity outside the Western Cape.
South African rooftop solar has passed 9,100 MW of installed capacity — more than every utility-scale renewable project ever contracted by the state combined. This was not built by government. It was built by private businesses and households responding to a simple arithmetic problem: grid electricity now costs roughly R3.00 per kilowatt-hour and rises at double-digit rates each year, while rooftop solar delivers energy at roughly R0.95 per kilowatt-hour over its life.
That spread is the whole business. It does not depend on load-shedding returning, on subsidy, or on sentiment. It depends only on the tariff continuing to rise faster than the installed cost of solar — which has been true every year for a decade and is embedded in the utility's own multi-year price determinations.
Every commercial building in South Africa is now a customer with a five-year payback and a twenty-year asset. The constraint on this market is not demand. It is the number of firms capable of importing reliably, engineering competently and installing at scale. The Company is building precisely that capability.
of the raise funds the import inventory float that lets the Company buy containers rather than pallets; opens Gauteng and KwaZulu-Natal branches in provinces that together hold roughly half the national installed base; the balance funds installation capability, the Solar-as-a-Service asset seed, systems and transaction costs.
Ten-year trajectory: growth funded from operations after year two.
| R'000 unless stated | FY2027 | FY2028 | FY2029 | FY2030 | FY2031 | FY2032 | FY2033 | FY2034 | FY2035 | FY2036 |
|---|---|---|---|---|---|---|---|---|---|---|
| Revenue | ||||||||||
| Gross profit | ||||||||||
| Gross margin | 19.4% | 20.2% | 21.3% | 22.6% | 23.9% | 25.1% | 26.3% | 27.4% | 28.5% | 29.6% |
| EBITDA | ||||||||||
| EBITDA margin | 3.9% | 6.1% | 7.8% | 9.8% | 11.4% | 13.0% | 14.4% | 15.8% | 17.1% | 18.3% |
| Profit after tax | ||||||||||
| Net margin | 3.5% | 3.7% | 4.7% | 5.8% | 6.8% | 7.8% | 8.9% | 9.9% | 10.9% | 11.9% |
| Earnings per share (R) | 0.41 | 0.64 | 1.15 | 1.89 | 2.83 | 3.99 | 5.45 | 7.11 | 8.98 | 11.11 |
| Free cash flow | ||||||||||
| Closing cash |
Three things are worth reading off the table above. First, the EBITDA margin starts thin — 3.9% in FY2027. That is normal and honest for an engineering and construction business carrying a national overhead before national volume arrives. Anyone presenting a first-year solar EPC margin of twenty percent is either not building the overhead or not telling you something.
Second, the margin expansion to 18.3% by FY2036 is not driven by charging customers more. It is driven by mix: maintenance contracts and Solar-as-a-Service grow from nothing to 14.4% of revenue, and those streams carry margins two to four times the installation business.
Third, cash never goes negative. The minimum closing cash balance across the ten years is , and peak net debt is . The plan does not require a second equity round.
Terms of the proposed subscription for ordinary shares.
| Term | Detail |
|---|---|
| Instrument | Ordinary shares of no par value, ranking pari passu with existing shares |
| Amount | in cash on closing |
| Subscription price | per share |
| New shares issued | 5,000,000 |
| Shares in issue after | 20,000,000 |
| Pre-money valuation | |
| Post-money valuation | |
| Resulting investor holding | 25% |
| Board representation | One non-executive director appointed by the subscriber, plus one independent director jointly appointed |
| Reserved matters | Further share issues, disposals above 10% of assets, related-party transactions, gearing above 45%, and material deviation from the approved annual budget |
| Information rights | Audited annuals within 120 days; management accounts within 21 days of month-end; quarterly board pack; annual budget for approval |
| Dividend policy | No distribution before FY2031; thereafter 30% of profit after tax, subject to solvency and liquidity and to maintaining net debt below 2.0× EBITDA |
| Anti-dilution | Broad-based weighted average on issues below the subscription price |
| Tag and drag | Full tag-along; drag-along at 75% shareholder approval |
| Lock-up | Founders restricted from disposing of shares for 36 months from closing |
| Conditions precedent | Confirmatory legal, financial, technical and tax due diligence; execution of a shareholders' agreement and amended MOI; key-person insurance; Competition Act clearance if required |
The pre-money valuation of represents 16.5× FY2027 forecast EBITDA and 0.65× FY2027 forecast revenue. A discounted cash flow cross-check using a 16.5% weighted average cost of capital and a 4.5% terminal growth rate produces an equity value of , materially above the subscription valuation. The methodology and its sensitivities are set out in the Valuation section.
South Africa's electricity economics have permanently repriced distributed generation.
South Africa's electricity price has risen faster than inflation in every year since 2008. The April 2026 determination lifted average residential rates by roughly 13.7% to approximately R3.00 per kilowatt-hour. Commercial and industrial tariffs, once network charges, demand charges and time-of-use penalties are included, land materially higher for many users.
Against this, a well-engineered commercial rooftop system delivers electricity at approximately R0.95 per kilowatt-hour on a levelised basis over a twenty-five year module life. The resulting payback period has compressed to under five years for most commercial users — and under four years for high-consumption, high-daytime-load businesses such as cold storage, manufacturing, retail centres and agriculture.
Load-shedding effectively ended in early 2024. Installations did not slow. This is the most important single fact about the market: demand had already shifted from keeping the lights on to reducing the cost of electricity. The first motive was episodic and emotional. The second is structural and arithmetic. A business plan built on the return of load-shedding would be speculative; this one is not.
Rooftop photovoltaic capacity in South Africa reached approximately 9,107 MW by June 2026, having passed the 8 GW mark earlier that year. For context, the total operational solar capacity contracted under the state's REIPPPP and RMIPPPP procurement programmes combined is approximately 2.8 GW. Private rooftop deployment is now more than three times the size of the entire public renewable procurement programme.
Total installed solar capacity in the country is forecast to rise from approximately 9.8 GW in 2026 to close to 17 GW by 2031 — implying roughly 7 GW of new capacity to be designed, imported, installed and maintained over the plan's first five years.
Installed rooftop PV capacity, gigawatts. Historical figures from National Transmission Company of South Africa estimates; 2027 onward interpolated from published industry forecasts of approximately 17 GW total installed solar by 2031.
Gauteng accounts for approximately 30% of the national installed base. Gauteng, KwaZulu-Natal and the Western Cape together account for roughly 60%. The Company's current operations are concentrated in the Western Cape — meaning it is presently addressable to well under half of its own market. Correcting that is the primary purpose of this raise.
Four addressable segments, ranked by margin quality rather than headline size.
| Segment | Typical system | Economics | Company position |
|---|---|---|---|
| Commercial & industrial rooftop | 100 kWp – 3 MWp | 3–5 year payback; Section 12B 100% year-one tax deduction below 1 MW | Primary focus. Highest absolute margin per project, longest sales cycle |
| Residential retrofit | 5 – 12 kWp with storage | 4–7 year payback; no individual tax rebate since 2024 | Secondary. Volume business, fast cash conversion, brand-building |
| Equipment distribution | Container-scale wholesale | Thin margin, high velocity, no installation risk | Monetises import scale; absorbs inventory overhang |
| Agricultural and off-grid | 50 kWp – 500 kWp | Diesel displacement; irrigation and pack-house load profiles | Opportunistic; strong Western Cape footprint |
The Company's serviceable market is defined by the intersection of three constraints: geography (provinces with a physical branch), segment (commercial and residential rooftop) and project scale (systems between 5 kWp and 3 MWp). On the forecast national build of roughly 7 GW over FY2027–FY2031, the Company plans to capture the installed volumes below.
| Installation volumes | FY2027 | FY2028 | FY2029 | FY2030 | FY2031 | FY2032 | FY2033 | FY2034 | FY2035 | FY2036 |
|---|---|---|---|---|---|---|---|---|---|---|
| Commercial & industrial (MW) | 11.5 | 17.0 | 23.5 | 30.0 | 37.0 | 44.0 | 51.0 | 57.5 | 63.5 | 69.0 |
| Residential systems (units) | 380 | 580 | 800 | 1,030 | 1,260 | 1,470 | 1,660 | 1,830 | 1,980 | 2,110 |
| Residential capacity (MW) | 3.1 | 4.8 | 6.6 | 8.4 | 10.3 | 12.1 | 13.6 | 15.0 | 16.2 | 17.3 |
| Cumulative installed base (MW) | 14.6 | 36.4 | 66.4 | 104.9 | 152.2 | 208.3 | 272.9 | 345.4 | 425.1 | 511.4 |
Megawatts. Reaching 152 MW by FY2031 represents roughly 2.17% of forecast national new-build over the period — a deliberately modest share assumption.
A common failure in solar business plans is to assume double-digit national market share. This plan does not. Even at FY2036 the Company would hold a low single-digit percentage of the national installed base.
The growth in this plan is therefore execution-constrained, not demand-constrained. The relevant question for an investor is not whether the market is large enough — it plainly is — but whether the Company can hire, train, import and install fast enough. That question is addressed in the Operations and Risk sections.
How the demand assumptions in this plan were tested before they were relied on.
The volume and pricing assumptions underpinning Sections 28 to 37 were not derived from industry commentary. A structured research programme was commissioned between September and December 2025 and refreshed in May 2026, combining primary field research with secondary data. The methodology is set out below so that a reviewer can judge the weight the findings deserve.
| Instrument | Sample | Method | Period |
|---|---|---|---|
| Commercial decision-maker survey | 214 completed responses | Structured telephone and online survey of financial directors, facilities managers and operations directors at businesses with monthly electricity spend above R80,000, across six sectors and four provinces | Sep – Nov 2025 |
| In-depth commercial interviews | 48 interviews | Semi-structured interviews of 45–60 minutes, including 19 businesses that had already installed solar and 12 that had evaluated and declined | Oct – Dec 2025 |
| Residential household survey | 1,180 completed responses | Online panel survey of homeowners in Gauteng, Western Cape and KwaZulu-Natal with household income above R45,000 per month | Nov 2025, refreshed May 2026 |
| Competitor quotation benchmark | 31 quotations | Mystery-shopped written quotations obtained for three standardised briefs — an 8 kWp residential system, a 250 kWp commercial rooftop and a 1 MWp industrial array | Jan – Mar 2026 |
| Channel and consultant interviews | 26 interviews | Electrical consultants, quantity surveyors, property managers and managing agents on specification and referral behaviour | Feb – Apr 2026 |
| Supplier and manufacturer discussions | 11 discussions | Module, inverter and battery manufacturers and their regional agents on pricing trajectory, allocation and lead times | Ongoing |
The commercial survey over-represents businesses in the four provinces where the Company operates or intends to operate, and under-represents the Free State, Limpopo, Mpumalanga, North West and Northern Cape. It is therefore a sound basis for the serviceable market assumptions in this plan and a poor basis for national extrapolation.
The residential panel is skewed toward higher-income households, which is appropriate for the Company's target segment but means the findings say nothing useful about the affordable-housing market. The competitor quotation benchmark is a snapshot of 31 quotations and is indicative of price positioning, not a statistically robust price index.
Roughly 40% of the residential responses were collected in November 2025 and refreshed only partially in May 2026. Sentiment in this market moves with tariff announcements, and the directors would expect the stated purchase intent to have moved — probably upward — following the April 2026 determination.
What buyers actually said, including the findings that were unhelpful.
Respondents ranked seven factors in importance when selecting a solar installer. The results below are the proportion of the 214 commercial respondents placing each factor in their top three.
| Factor | All respondents | Already installed | Evaluated and declined |
|---|---|---|---|
| Payback period and financial return | 81% | 78% | 89% |
| Installer track record and reference sites | 64% | 72% | 41% |
| Warranty terms and who honours them | 58% | 69% | 37% |
| Total installed price | 55% | 44% | 83% |
| Disruption to operations during installation | 37% | 41% | 28% |
| B-BBEE status of the supplier | 29% | 31% | 24% |
| Ongoing maintenance and monitoring offering | 24% | 38% | 9% |
Compare the two right-hand columns. Businesses that declined ranked headline price far higher (83%) and installer track record far lower (41%) than businesses that proceeded (44% and 72%). Buyers who never buy are price-led; buyers who complete a purchase are credibility-led.
This is the empirical basis for the Company's decision to compete on engineering credibility rather than price, stated in Section 15. Chasing the price-led segment consumes sales capacity on opportunities with a materially lower probability of closing.
| Stated barrier | Share citing | Company response |
|---|---|---|
| Capital not available or committed elsewhere | 47% | Solar-as-a-Service removes the capital requirement entirely (Section 21) |
| Uncertainty about tenure of the premises | 38% | Power purchase agreement with landlord consent and assignment on sale |
| Roof condition or structural doubt | 31% | Independent structural certification funded by the Company at proposal stage |
| Could not evaluate competing quotations | 29% | Standardised proposal format disclosing yield basis, degradation and assumptions |
| Concern the installer would not be trading in ten years | 26% | Audited financials, insurance schedules and manufacturer-backed warranties provided at proposal |
| Waiting for further equipment price falls | 18% | Deferral cost modelled explicitly in the proposal (Section 16) |
62% of respondents said they would pay a premium above the cheapest quotation for a supplier with a verifiable track record and a maintenance offering. The median premium volunteered was 8–12%. This is the single most important finding for the residential gross margin assumption of 23.8%.
| Quartile | Price | Position |
|---|---|---|
| Lowest quotation | Storage undersized; no structural assessment | |
| Lower quartile | Typical small independent installer | |
| Median | Market midpoint | |
| Company pricing | 3% above median | |
| Upper quartile | National retail brands | |
| Highest quotation | Premium specification |
The Company's residential pricing sits marginally above the median and well below the upper quartile — consistent with a credibility position rather than a premium position.
Only 24% of commercial respondents placed maintenance and monitoring in their top three selection factors, and just 9% among those who declined. Buyers do not value the maintenance annuity at the point of sale, which means the 55% to 85% attach rate assumed in the financial model cannot be achieved by selling it upfront. It has to be earned after handover, which is why the sales process places the maintenance offer at commissioning rather than at contract. The 38% figure among businesses that had already installed — considerably higher than the 24% overall — indicates that valuation of maintenance rises materially once a customer has lived with a system.
Addressable market built from the bottom up, and the share this plan actually requires.
| Layer | Basis | Capacity | Indicative value |
|---|---|---|---|
| Total addressable market | National installed solar forecast to rise from approximately 9.8 GW in 2026 to close to 17 GW by 2031, implying roughly 7 GW of new build over the plan's first five years | 7,000 MW | |
| Less: provinces not served | Company operates in Western Cape, Gauteng, KwaZulu-Natal and Eastern Cape, which together account for approximately 72% of the national installed base | (1,960) MW | |
| Less: segments not served | Excludes utility-scale projects above 3 MWp, mini-grid and off-grid electrification, and the affordable-housing segment — approximately 38% of remaining capacity | (1,915) MW | |
| Serviceable available market | Commercial rooftop 100 kWp to 3 MWp and residential retrofit in four provinces | 3,125 MW | |
| Serviceable obtainable market | Cumulative installed capacity to FY2031 under this plan, constrained by installation crew capacity rather than by demand | 152 MW |
The plan therefore requires the Company to capture 4.9% of its serviceable market and 2.2% of the national build over five years. Revenue share exceeds capacity share because residential systems generate roughly twice the revenue per megawatt of commercial arrays.
| Province | Share of national installed base | Branch | Rationale and target position |
|---|---|---|---|
| Gauteng | ~30% | Q2 FY2027 | Largest single market and the highest concentration of industrial and logistics roof area. Entered first because the addressable pool is roughly three times the Western Cape. |
| KwaZulu-Natal | ~17% | Q1 FY2028 | Second-largest provincial base, with Durban providing an alternate port of entry that de-risks Cape Town congestion. |
| Western Cape | ~13% | Established | Home market, existing reference base and central import warehouse. Defended rather than expanded. |
| Eastern Cape | ~7% | Q3 FY2030 | Automotive manufacturing cluster with strong daytime load profiles. Served from Cape Town until volume justifies fixed cost. |
| Balance of provinces | ~33% | Not served | Addressed opportunistically through the distribution channel and accredited independent installers rather than through owned branches. |
The remaining provinces represent a third of the national market, and a plan that claimed them would show a larger opportunity. They are excluded because a branch requires roughly of fixed annual cost before it installs anything, and the research indicates insufficient density of qualifying commercial load in those provinces to reach contribution break-even inside eighteen months. Serving them through accredited independent installers captures the equipment margin without the fixed cost — which is the strategic reason the distribution stream exists at all.
The rules governing generation, connection, importation and taxation.
The licensing threshold for embedded generation was raised to 100 MW in 2021 and subsequently removed for most self-generation, replaced by a registration regime administered by NERSA. Systems within the Company's project range require registration, not licensing — a materially lower administrative burden and a direct enabler of the commercial rooftop market.
Grid-tied systems must comply with NRS 097-2-1, incorporate certified anti-islanding protection, and be registered as Small-Scale Embedded Generation with the relevant distributor. Eskom has extended its SSEG registration fee waiver for systems up to 50 kW to 30 September 2026, and is introducing a prepaid metering option for residential generators. Every installation is issued with a Certificate of Compliance by a registered installation electrician.
Municipal SSEG approval timelines vary widely — Cape Town and Johannesburg operate streamlined processes measured in weeks, while smaller municipalities can take three to six months. The Company's project scheduling assumes an average ten-week approval lag and sequences procurement accordingly. Approval delay is a working-capital risk, not a revenue risk, and is modelled as such.
Section 12B of the Income Tax Act 58 of 1962 permits a taxpayer carrying on a trade to deduct 100% of the cost of qualifying photovoltaic assets not exceeding 1 MW in the year the asset is first brought into use. Arrays above 1 MW are written off on a 50/30/20 basis over three years. The threshold was confirmed by National Treasury in the 2025 Budget and will not be revised.
The enhanced Section 12BA allowance, which provided a once-off 125% deduction, applied only to assets brought into use between 1 March 2023 and 28 February 2025 and was not renewed. This plan assumes no benefit from Section 12BA.
Section 12B matters to the Company in two ways. As a sales argument, it reduces the effective cost of a commercial system by 27% of qualifying capital cost at the corporate tax rate, shortening customer payback by roughly a year. As a tax position, the Company's own Solar-as-a-Service assets qualify, producing an accelerated first-year deduction and a deferred tax liability that unwinds over the asset life. This treatment is applied explicitly in the tax computation.
Photovoltaic modules enter South Africa free of customs duty. Inverters, batteries and certain balance-of-system components attract duty at rates between zero and 20% depending on tariff heading, plus VAT at 15% on the landed value. All imports are subject to SABS and NRCS letter-of-authority requirements where applicable. The Company's customs position is managed by an appointed clearing agent under a standing power of attorney, with tariff classifications reviewed annually by its tax advisers.
A fragmented market with a widening quality gap.
South African solar installation is severely fragmented. Thousands of small installers compete on price at the residential end, while a small number of engineering firms and independent power producers contest large commercial and utility-scale work. The middle of the market — 100 kWp to 3 MWp commercial rooftop — is where the Company competes, and it is structurally under-served.
| Competitor type | Strengths | Weaknesses | How the Company wins |
|---|---|---|---|
| Small independent installers (majority by number) | Low overhead, local relationships, price aggressive | No import scale, no engineering depth, thin balance sheet, cannot bond or warrant at commercial scale | Engineering credibility, bonding capacity, and a warranty a facilities manager will accept |
| National retail energy brands | Brand, finance products, marketing spend | Sub-contracted installation, inconsistent quality, weak in C&I | Directly employed crews and single-point accountability |
| Engineering and construction majors | Balance sheet, utility-scale track record, blue-chip client access | Cost structure too heavy for sub-3 MW work; slow | Speed and cost on the mid-market projects they cannot serve economically |
| Equipment distributors | Import scale and stock depth | No installation capability; margin capped at distribution | Capture both import and installation margin on the same kilowatt |
| Independent power producers / PPA providers | Capital, long-dated contracting | Deal sizes typically above the mid-market; slow origination | Offer Solar-as-a-Service at scales the IPPs will not underwrite |
Most competitors sit on one side of a margin split. Distributors earn roughly 14–16% on equipment and stop. Installers buy that equipment at retail and earn perhaps 15–18% on what remains. The Company does both, which is why its blended commercial gross margin of approximately 18.3% in FY2027 is achievable without pricing above the market.
This advantage is real but not permanent. It can be replicated by any well-funded competitor willing to carry import inventory. The Company's defensibility over the medium term rests on three things that are harder to copy: an installed base under maintenance contract, a trained installation workforce in a market with an acute skills shortage, and Solar-as-a-Service assets producing contracted annuity revenue. Each of these compounds. The import margin alone does not.
History, legal structure and current operating base.
| Particular | Detail |
|---|---|
| Registered name | Solar Smart Energy (Pty) Ltd |
| Registration number | 2019/447281/07 |
| Incorporated | March 2019, Republic of South Africa |
| Financial year end | 28 / 29 February |
| Registered office | Unit 14, Montague Park, Montague Gardens, Cape Town, 7441 |
| Operating branches | Cape Town (head office and central warehouse); Kempton Park, Gauteng (from FY2027); Pinetown, KwaZulu-Natal (from FY2028); Gqeberha, Eastern Cape (from FY2030) |
| Auditors | Brandt Meyer Incorporated, Registered Auditors |
| Attorneys | Ferreira Adams Attorneys, Cape Town |
| Tax advisers | Meridian Tax Advisory (Pty) Ltd |
| Technical adviser | Aurora Energy Consulting (Pty) Ltd — independent owner's engineer |
| Accreditations | PV GreenCard installer; SAPVIA member; ECA(SA) registered; ISO 9001:2015 (certification in progress) |
| B-BBEE status | Level 4 contributor; Level 2 targeted by FY2029 through the transaction described in Governance |
The binding constraint is import working capital, and import working capital is a poor candidate for debt funding at this stage: it is lumpy, exposed to exchange rate movement, and sits ahead of revenue rather than behind it. Debt-funding a growth-stage inventory cycle converts a growth business into a fragile one. Equity funds the float; the trade finance facility of then gears it efficiently once the cycle is established.
What the Company is building, and how progress will be measured.
To be the most trusted name in South African distributed energy — the company a facilities director calls when the installation has to work for twenty years, not twenty months.
To design, import, install and maintain solar energy systems that measurably reduce the cost of electricity for South African businesses and households, and to stand behind every system for its full operating life.
| # | Objective | Measure | FY2031 target |
|---|---|---|---|
| 1 | Establish national installation coverage | Operating branches | 4 provinces |
| 2 | Scale commercial installation volume | MW installed per year | 37.0 MW |
| 3 | Build annuity revenue | Maintenance and Solar-as-a-Service as % of revenue | 4.9% |
| 4 | Expand EBITDA margin through mix | EBITDA margin | 11.4% |
| 5 | Maintain conservative gearing | Net debt to EBITDA | 0.24× |
| 6 | Achieve Level 2 B-BBEE | Verified scorecard | Level 2 |
| 7 | Build the maintained installed base | Cumulative MW installed | 152 MW |
| 8 | Fund growth from operations | Free cash flow |
Use imported equipment margin to fund a national installation footprint, use the installation footprint to build an installed base, and use the installed base to build annuity revenue that is worth more per Rand than the installation revenue that created it.
Five streams, deliberately sequenced from transactional to recurring.
| Revenue stream | FY2027 | FY2028 | FY2029 | FY2030 | FY2031 | FY2032 | FY2033 | FY2034 | FY2035 | FY2036 |
|---|---|---|---|---|---|---|---|---|---|---|
| Commercial & industrial installation | ||||||||||
| Residential installation | ||||||||||
| Equipment distribution | ||||||||||
| Maintenance and monitoring contracts | ||||||||||
| Solar-as-a-Service energy sales | ||||||||||
| Total revenue | ||||||||||
| Annuity share of revenue | 0.0% | 0.4% | 1.5% | 3.2% | 4.9% | 6.8% | 8.6% | 10.5% | 12.5% | 14.4% |
Turnkey design, supply, installation and commissioning of rooftop and carport systems between 100 kWp and 3 MWp. Contracts are fixed-price with 30% on order, progress claims against milestones, and 5% retention released on practical completion. Average selling price of per megawatt in FY2027, escalating at 2% nominal as rand inflation is partly offset by continued module price deflation.
Systems averaging 8.2 kWp specified with battery storage, at an average price of per system. Payment is 60% on order and 40% on commissioning, making this stream cash-positive from day one and a useful funder of the commercial working capital cycle.
Wholesale supply to independent installers from the Company's own imported stock. Gross margin is thin at 13.8%, but the stream requires no installation labour, converts inventory quickly, and — critically — lets the Company order at container scale for its own installation pipeline without carrying the full inventory risk.
Annual contracts covering panel cleaning, inverter servicing, performance monitoring, performance-ratio reporting and warranty administration, priced at per megawatt per year and escalating at 5.5%. Attach rate rises from 55% of the installed base in FY2027 to 85% by FY2036.
The Company funds, owns and operates the system and sells the electricity it produces to the building occupier under a fifteen-year power purchase agreement. Described in full in Section 22.
Streams one to three are transactional: revenue stops when selling stops. Streams four and five are contracted and recurring. A business built only on the first three is worth a low multiple of earnings because its earnings are only as durable as its order book. The deliberate migration of mix — from 0.0% annuity revenue in FY2027 to 14.4% by FY2036 — is the principal driver of enterprise value in this plan, not the growth in installation volume.
The capability the raise is principally intended to fund.
The Company procures modules from manufacturers appearing on the BloombergNEF Tier 1 list, which screens for bankability rather than price. Inverters and battery systems are sourced from a deliberately narrow panel of three approved manufacturers — narrow because after-sales support, firmware maturity and local spares availability matter more over a twenty-year asset life than the two or three percent that a fourth supplier might shave off landed cost.
Supplier selection is governed by a formal approved-vendor process assessing manufacturing capacity, warranty enforceability in South African law, third-party test certification, insurance-backed product warranties and financial standing. Approved vendors are re-assessed annually.
| Stage | Typical duration | Cash impact |
|---|---|---|
| Order placement and deposit | Day 0 | 30% deposit paid to manufacturer |
| Manufacturing | 18 – 25 days | Cash committed, no stock |
| Ocean freight (Far East to Cape Town) | 26 – 34 days | Balance payable against documents |
| Port clearance, duty and VAT | 3 – 7 days | Duty and VAT settled to release cargo |
| Inland transfer to branch warehouse | 2 – 5 days | Logistics cost |
| Stock available for installation | Day 52 – 70 | Inventory recognised |
| Installation and invoicing | +15 – 45 days | Revenue recognised |
| Customer settlement | +45 days average | Cash received |
| Total cash cycle | Approximately 115 – 160 days | Funded by the equity float |
Between paying a manufacturer and being paid by a customer, roughly four to five months elapse. Every rand of growth therefore requires roughly four to five months of that growth pre-funded. This is precisely why a profitable solar importer can run out of cash while growing — and precisely what of this raise is allocated to solve.
Approximately 68% of cost of sales is denominated in United States Dollars. The Company's treasury policy requires that at least 75% of committed foreign currency exposure is hedged by forward exchange contract at the point of order confirmation, with the balance left open to avoid over-hedging orders that may be varied or cancelled. Unhedged exposure is reported to the board monthly. Customer quotations carry a 30-day validity and an explicit currency adjustment clause beyond that period.
Inventory is held at 72 days of cost of sales in FY2027, reducing to 58 days by FY2036 as demand forecasting improves and branch replenishment replaces single-point holding. Stock is insured at replacement value in transit and in store. Slow-moving lines above 120 days are cleared through the distribution channel rather than written down — one of the strategic reasons the distribution stream exists.
How a project moves from enquiry to a system under maintenance contract.
All installation electricians hold a valid wireman's licence; all installers carry PV GreenCard accreditation. The Company operates a documented Health and Safety Management System compliant with the Occupational Health and Safety Act 85 of 1993 and the Construction Regulations 2014, with working-at-height competency mandatory for every crew member. The FY2027–FY2031 target is a lost-time injury frequency rate below 0.45 per 200,000 hours worked.
Standardised system architectures, deliberately limited in number.
| Configuration | Capacity | Application | Indicative price |
|---|---|---|---|
| Residential essential | 5 kWp / 5 kWh | Backup and partial offset for suburban households | |
| Residential standard | 8 kWp / 10 kWh | Primary residential offering; near-full daytime offset | |
| Residential premium | 12 kWp / 15 kWh | High-consumption households, pool and climate loads | |
| Commercial compact | 100 kWp, grid-tied | Retail, professional offices, small warehousing | |
| Commercial standard | 500 kWp, grid-tied | Manufacturing, cold storage, shopping centres | |
| Commercial large | 1 MWp, grid-tied | Heavy industrial and logistics campuses | |
| Commercial hybrid | 1 MWp with 2 MWh storage | Load-shifting off peak tariff periods | |
| Agricultural off-grid | 250 kWp with diesel hybrid | Irrigation, pack-houses, remote operations |
Indicative FY2027 pricing excluding VAT. Commercial pricing equates to approximately per megawatt installed, consistent with the revenue model. Residential pricing includes battery storage, which is why it exceeds the R15,000–R18,000 per kilowatt commonly quoted for storage-free systems.
| Component | Specification | Warranty position |
|---|---|---|
| Photovoltaic modules | Monocrystalline half-cut, 550–620 Wp, Tier 1 manufacturer, IEC 61215 and IEC 61730 certified | 12-year product, 25-year linear performance to 87.4% |
| String inverters | Three-phase, 98.4% peak efficiency, NRS 097-2-1 compliant, integrated DC isolation | 10 years, extendable to 20 |
| Hybrid inverters | Bi-directional, black-start capable, battery-agnostic protocol support | 10 years |
| Battery storage | Lithium iron phosphate (LFP), 6,000 cycles to 80% depth of discharge | 10 years or 6,000 cycles |
| Mounting | Marine-grade aluminium with stainless fixings; wind-loading certified to SANS 10160-3 | 15 years structural |
| Monitoring | Cellular gateway with per-string monitoring and automated performance-ratio alerting | Included in maintenance contract |
Standardisation is a margin strategy, not a convenience. Eight configurations mean eight bills of material, eight sets of spares, eight installation method statements and predictable container loading. Every bespoke system built outside this catalogue costs approximately four percentage points of gross margin in design time, procurement inefficiency and installation variance. Bespoke work is quoted at a premium that reflects that cost.
Two distinct motions for two distinct buyers.
The commercial buyer is a financial director or facilities manager evaluating a capital project against alternative uses of capital. The sale is won on a credible model, not on enthusiasm. Average sales cycle is 90 to 150 days; conversion from qualified opportunity to contract is assumed at 22%.
Channels: direct outbound to targeted high-consumption sectors; referral from electrical consultants, quantity surveyors and property managers; energy audit as a paid entry product; industry conference presence; and reference-site visits, which are the single highest-converting activity in the mix.
The residential buyer has usually already decided to install and is choosing between three quotations. The sale is won on response time, professionalism of the site visit and clarity of the quotation. Average cycle is 14 to 30 days; conversion is assumed at 18% of qualified leads.
Channels: paid search and social; installer review platforms; estate agent and property developer relationships; existing-customer referral, which carries materially higher conversion and is incentivised.
| Sales and marketing | FY2027 | FY2028 | FY2029 | FY2030 | FY2031 | FY2032 | FY2033 | FY2034 | FY2035 | FY2036 |
|---|---|---|---|---|---|---|---|---|---|---|
| Marketing expenditure | ||||||||||
| As % of revenue | 2.2% | 2.1% | 2.1% | 2.0% | 2.0% | 1.9% | 1.9% | 1.8% | 1.8% | 1.8% |
| Commercial projects delivered | 27 | 40 | 56 | 71 | 88 | 105 | 121 | 137 | 151 | 164 |
| Residential systems delivered | 380 | 580 | 800 | 1,030 | 1,260 | 1,470 | 1,660 | 1,830 | 1,980 | 2,110 |
| Blended customer acquisition cost |
Blended acquisition cost across both segments. Commercial acquisition cost is substantially higher per unit than residential but is spread across an average contract value roughly thirty times larger.
The Company competes on engineering credibility, not price. This is a deliberate and uncomfortable choice: it forfeits the bottom third of the residential market and a meaningful share of price-driven commercial tenders. It is made because that is where warranty claims, underperformance disputes and reputational damage concentrate — and because a maintenance annuity can only be built on systems the customer is satisfied with.
The maintenance contract attach rate — rising from 55% to 85% of the installed base — is the financial expression of this brand position. If the Company competes on price and installs poorly, that attach rate does not materialise, and roughly of cumulative revenue over the plan disappears with it.
Who buys, why they buy, and what they are actually buying.
| Segment | Load characteristics | Primary motivation | Typical system | Payback |
|---|---|---|---|---|
| Manufacturing and light industrial | High, flat daytime load; strong demand charges | Cost per unit of production | 500 kWp – 2 MWp | 3.2 – 4.1 years |
| Cold storage and food processing | Continuous load, refrigeration-dominated | Margin protection; outage sensitivity | 300 kWp – 1 MWp with storage | 3.0 – 3.8 years |
| Retail centres | Daytime-peaked; large roof area; landlord recovery | Common-area cost recovery; tenant attraction | 250 kWp – 1.5 MWp | 3.8 – 4.6 years |
| Logistics and warehousing | Moderate load; very large roof area | Roof monetisation; ESG reporting | 500 kWp – 3 MWp | 4.0 – 5.0 years |
| Agriculture | Seasonal irrigation peaks; diesel displacement | Diesel cost elimination | 100 – 500 kWp hybrid | 2.8 – 4.2 years |
| Healthcare and education | Extended daytime occupancy; continuity-critical | Continuity of supply; budget certainty | 100 – 750 kWp | 4.2 – 5.4 years |
| Residential (upper-middle income) | Evening-peaked; storage-dependent | Bill reduction and outage independence | 5 – 12 kWp with storage | 4.5 – 7.0 years |
It is tempting to describe the value proposition as “cheaper electricity”. That is incomplete and, for the commercial buyer, not the decisive argument. What a commercial customer buys is a twenty-year fixed price for a portion of an input cost that has risen at double digits annually for fifteen years. Solar does not merely reduce the electricity bill. It converts an unpredictable, escalating operating cost into a known, depreciating capital asset.
System cost excluding VAT. Section 12B permits a 100% year-one deduction, worth in tax at the 27% corporate rate, reducing effective cost to . Annual generation of approximately 875 MWh displaces grid energy at R2.60 per kilowatt-hour, saving in year one and rising with the tariff. Simple payback on the after-tax cost is under 2.0 years; over a 25-year life at a conservative 9% tariff escalation the system displaces well over of grid purchases.
Four phases over thirty months, sequenced to branch openings rather than to the calendar.
The marketing programme is deliberately subordinated to operational readiness. Demand generated ahead of installation capacity does not convert — it produces quotations that age, customers who go elsewhere, and a reference base of disappointed enquirers. Each phase below is therefore gated on a physical capability being in place.
| Phase | Primary objective | Success measure | By |
|---|---|---|---|
| 0 — Foundation | Infrastructure capable of measuring every Rand spent | CRM live; attribution operating; six case studies published | End Q1 FY2027 |
| 1 — Western Cape | Establish channel economics at known cost per lead | Residential cost per enquiry below R400; 20 qualified commercial opportunities | End Q2 FY2027 |
| 2 — Gauteng | Build a commercial pipeline ahead of crew availability | 40% of commercial enquiries from Gauteng; pipeline cover of 2.5× remaining year target | End Q4 FY2027 |
| 3 — KwaZulu-Natal | Replicate rather than reinvent the Gauteng playbook | KZN reaching Gauteng's cost per qualified opportunity within two quarters | End Q3 FY2028 |
| 4 — Annuity | Shift mix toward contracted revenue | 2 MW of Solar-as-a-Service contracted; maintenance attach at 65% | End FY2029 |
Phase 1 spends in the Western Cape, where the Company least needs demand, before Phase 2 spends in Gauteng, where it most needs it. This appears inefficient and is deliberate. Channel economics discovered in a market with an existing reference base can be trusted; economics discovered simultaneously with a branch launch cannot be separated from launch noise. If the residential cost per enquiry cannot be held below R400 in the home market, it will not hold in Gauteng either — and it is far cheaper to learn that in month four than in month ten.
Twelve channels, each carrying a lead target and an implied cost per enquiry.
| Channel | FY2027 budget | Share | Enquiries | Cost per enquiry |
|---|---|---|---|---|
| Outbound sales development and account-based outreach | 14% | 105 | ||
| Consultant, managing agent and channel partner development | 10% | 77 | ||
| Commercial digital — search and professional networks | 13% | 49 | ||
| Reference site programme and case study production | 6% | 49 | ||
| Energy audit programme (paid entry product) | 8% | 42 | ||
| Industry conferences, trade shows and sector events | 9% | 28 | ||
| Residential paid search | 12% | 1,783 | ||
| Residential paid social and display | 8% | 1,126 | ||
| Customer referral incentive programme | 5% | 938 | ||
| Installer review platforms and marketplaces | 4% | 563 | ||
| Estate agent and property developer partnerships | 3% | 281 | ||
| Brand, website, content and marketing automation | 8% | — | — | |
| Total marketing expenditure | 100% | 5,042 | — |
Brand, website, content and marketing automation carries no direct lead target because it is enabling expenditure. Its return is measured through conversion rate improvement across the other eleven channels rather than through attributed enquiries.
Commercial receives 60% of budget to generate 351 enquiries; residential receives 32% to generate 4,691. The disparity reflects contract values roughly 26 times larger.
Expenditure rises from to in absolute terms while falling from 2.2% to 1.8% of revenue, as brand equity and the installed reference base progressively reduce the cost of each enquiry.
Twenty-four months, timed to the tariff cycle rather than to the seasons.
Solar marketing is conventionally weighted to summer, when irradiance is highest. The research indicates that is the wrong cycle. Enquiry volume in this market correlates with electricity bill shock, not with sunshine. Eskom's tariff increase takes effect on 1 April and municipal increases on 1 July, meaning customers receive materially higher accounts in April–May and July–August. Those two windows — Q1 and Q2 of the Company's March–February financial year — carry the heaviest demand generation weight. December and January are the weakest months for both segments and are used for content, brand and commercial pipeline building against customers' new budget cycles.
| Quarter | Commercial | Residential | Budget weight |
|---|---|---|---|
| Q1 — Mar to May | Foundation build; reference site programme launch; consultant relationship mapping; post-tariff-increase outbound campaign to high-consumption sectors | Post-tariff-increase paid search and social in Western Cape; referral programme launch | 24% |
| Q2 — Jun to Aug | Gauteng launch campaign; energy audit programme introduced; municipal tariff increase messaging; first sector conference | Peak season — municipal increase campaign across Western Cape and Gauteng; review platform presence established | 31% |
| Q3 — Sep to Nov | Gauteng account-based outreach at full weight; first Gauteng case studies published; managing agent programme | Sustained search and social; estate agent partnerships activated ahead of the summer moving season | 27% |
| Q4 — Dec to Feb | Pipeline build against customers' new capital budgets; proposal follow-up; KwaZulu-Natal pre-launch relationship building | Reduced paid spend; content, SEO and maintenance contract marketing to the FY2027 installed base | 18% |
| Quarter | Commercial | Residential | Budget weight |
|---|---|---|---|
| Q1 — Mar to May | KwaZulu-Natal launch campaign; tariff increase outbound across three provinces; distribution channel recruitment | Three-province paid campaign; referral programme scaled on a larger installed base | 26% |
| Q2 — Jun to Aug | Peak commercial window; two sector conferences; ISO 9001 credential deployed in proposals | Peak residential window; review platform and marketplace weight increased | 32% |
| Q3 — Sep to Nov | Solar-as-a-Service proposition pre-marketed to capital-constrained prospects identified in FY2027 | Sustained performance channels; system expansion offers to FY2027 residential customers | 25% |
| Q4 — Dec to Feb | Capital budget cycle campaign; FY2029 pipeline build; installed-base maintenance attach drive | Content and brand; maintenance and monitoring marketing | 17% |
The arithmetic connecting marketing spend to the installation volumes in the model.
| Commercial funnel | FY2027 | FY2028 | FY2029 | FY2030 | FY2031 |
|---|---|---|---|---|---|
| Enquiries generated | 351 | 519 | 727 | 922 | 1,143 |
| Enquiry to qualified opportunity | 35% | 35% | 35% | 35% | 35% |
| Qualified opportunities | 123 | 182 | 255 | 323 | 400 |
| Qualified to contract | 22% | 22% | 22% | 22% | 22% |
| Projects won | 27 | 40 | 56 | 71 | 88 |
| Commercial marketing budget | |||||
| Acquisition cost per project won | |||||
| As % of average contract value | 2.33% | 2.23% | 2.21% | 2.16% | 2.18% |
| Residential funnel | FY2027 | FY2028 | FY2029 | FY2030 | FY2031 |
|---|---|---|---|---|---|
| Enquiries generated | 4,691 | 7,160 | 9,877 | 12,716 | 15,556 |
| Enquiry to qualified lead | 45% | 45% | 45% | 45% | 45% |
| Qualified leads | 2,111 | 3,222 | 4,444 | 5,722 | 7,000 |
| Qualified to contract | 18% | 18% | 18% | 18% | 18% |
| Systems installed | 380 | 580 | 800 | 1,030 | 1,260 |
| Residential marketing budget | |||||
| Acquisition cost per system | |||||
| As % of average system value | 2.31% | 2.12% | 2.11% | 2.01% | 2.04% |
| Measure | Commercial | Residential |
|---|---|---|
| Gross profit on the initial installation | ||
| Expected maintenance gross profit over ten years | ||
| Estimated customer lifetime value | ||
| Customer acquisition cost | ||
| Lifetime value to acquisition cost | 9.8× | 10.9× |
| Acquisition cost recovered | On first progress claim | On deposit receipt |
| Indicator | FY2027 target | FY2031 target | Reported |
|---|---|---|---|
| Marketing expenditure as % of revenue | 2.2% | 2.0% | Monthly |
| Commercial cost per qualified opportunity | Monthly | ||
| Residential cost per enquiry | Weekly | ||
| Commercial pipeline cover of remaining year target | 2.5× | 3.0× | Monthly |
| Referral share of residential enquiries | 20% | 32% | Monthly |
| Maintenance contract attach rate at handover | 55% | 74% | Monthly |
| Quotation to contract cycle — commercial | 150 days | 110 days | Quarterly |
| Quotation to contract cycle — residential | 30 days | 18 days | Monthly |
| Net promoter score | Baseline in Q3 FY2027 | Above 55 | Quarterly |
The funnel above assumes conversion rates of 22% for commercial and 18% for residential, drawn from the Company's Western Cape experience. There is no evidence yet that these hold in Gauteng, where the Company has no reference base and competes against established incumbents. If Gauteng conversion runs at, say, 15% commercial rather than 22%, the FY2027 commercial marketing budget delivers approximately 18 projects rather than 27 — a shortfall that would show up in revenue roughly two quarters later.
This is the reason Phase 1 establishes channel economics in the home market first, and the reason cost per qualified opportunity is reported monthly to the board rather than quarterly. It is a leading indicator of the volume assumptions in Section 28; revenue is a lagging one.
Converting installation capability into owned, contracted, annuity assets.
Under Solar-as-a-Service the Company funds, owns, operates and maintains the system, and the building occupier signs a fifteen-year power purchase agreement to buy the electricity it produces at a tariff set below the prevailing grid rate and escalating more slowly. The customer pays no capital, carries no technical risk, and starts saving in month one.
| Solar-as-a-Service | FY2027 | FY2028 | FY2029 | FY2030 | FY2031 | FY2032 | FY2033 | FY2034 | FY2035 | FY2036 |
|---|---|---|---|---|---|---|---|---|---|---|
| Capacity commissioned (MW) | 0.0 | 0.0 | 2.0 | 3.0 | 4.0 | 5.0 | 5.5 | 6.0 | 6.5 | 7.0 |
| Fleet under contract (MW) | 0.0 | 0.0 | 2.0 | 5.0 | 9.0 | 14.0 | 19.5 | 25.5 | 32.0 | 39.0 |
| Contract tariff (R/kWh) | 1.75 | 1.85 | 1.97 | 2.08 | 2.21 | 2.34 | 2.48 | 2.63 | 2.79 | 2.96 |
| Energy revenue | ||||||||||
| Capital deployed | ||||||||||
| Project debt drawn | ||||||||||
| Project debt outstanding |
By FY2036 the Solar-as-a-Service fleet contributes 9.9% of revenue but roughly 26.1% of gross profit. More importantly it is contracted: fifteen-year agreements with defined escalation and identified offtakers. An acquirer values that stream on an infrastructure multiple, not an engineering services multiple. This is the mechanism by which the Company's exit multiple should expand rather than compress as it scales.
Sequencing national coverage against demonstrated demand.
| Branch | Opens | Function | Rationale |
|---|---|---|---|
| Cape Town — Montague Gardens | Established | Head office, central import warehouse, engineering, 3,400 m² | Port proximity; existing customer base; lowest-cost warehousing of the three metros |
| Kempton Park, Gauteng | Q2 FY2027 | Regional sales, engineering, installation, 1,800 m² satellite store | Approximately 30% of national installed base; highest concentration of industrial roof area |
| Pinetown, KwaZulu-Natal | Q1 FY2028 | Regional sales, installation, 1,200 m² | Second-largest provincial base; Durban port as an alternate entry point |
| Gqeberha, Eastern Cape | Q3 FY2030 | Sales and installation, 700 m² | Automotive manufacturing cluster; served from Cape Town until volume justifies |
Installed volume is a function of crews, not of demand. Each commercial crew comprises a site supervisor, two qualified electricians and four installers, and delivers approximately 1.35 MW per year at target productivity. Residential crews of three deliver approximately 95 systems per year.
| Capacity | FY2027 | FY2028 | FY2029 | FY2030 | FY2031 | FY2032 | FY2033 | FY2034 | FY2035 | FY2036 |
|---|---|---|---|---|---|---|---|---|---|---|
| Commercial crews required | 8.5 | 12.6 | 17.4 | 22.2 | 27.4 | 32.6 | 37.8 | 42.6 | 47.0 | 51.1 |
| Residential crews required | 4.0 | 6.1 | 8.4 | 10.8 | 13.3 | 15.5 | 17.5 | 19.3 | 20.8 | 22.2 |
| Total installation personnel | 72 | 106 | 147 | 188 | 232 | 275 | 317 | 356 | 392 | 424 |
| Overhead and support personnel | 28 | 39 | 52 | 65 | 78 | 90 | 101 | 111 | 120 | 128 |
| Total headcount | 100 | 145 | 199 | 253 | 310 | 365 | 418 | 467 | 512 | 552 |
Growing from 100 to 552 people in a market with a documented shortage of qualified electricians is a harder problem than winning the work. The Company's response is a structured in-house apprenticeship: four intakes per year, twelve apprentices per intake, an eighteen-month programme run against a registered trade qualification, funded partly through the Energy and Water SETA. This is costed in the personnel line and is the single most important operational risk in the plan.
The Company operates an integrated ERP covering quotation, bill of material, procurement, inventory by branch and serial number, project costing, field service scheduling and warranty tracking. Every installed system carries a serialised asset record linking modules, inverter and batteries to the installation, the crew and the maintenance contract — which is what makes warranty administration and the maintenance annuity operationally possible at scale.
Headcount by role, fully costed, and the month-by-month build to 100 people.
Payroll is the Company's largest controllable cost and the binding constraint on growth. It is presented in two parts because it sits in two places in the income statement: direct installation labour is a cost of sales and moves with volume, while overhead and support payroll is an operating expense and is largely fixed once committed.
| Role | Heads | Cost per head | Total cost |
|---|---|---|---|
| Chief Executive Officer | 1 | ||
| Chief Financial Officer | 1 | ||
| Chief Operating Officer | 1 | ||
| Commercial Director | 1 | ||
| Head of Engineering | 1 | ||
| Design engineers | 3 | ||
| Commercial sales consultants | 3 | ||
| Sales development representatives | 2 | ||
| Marketing manager | 1 | ||
| Procurement and imports manager | 1 | ||
| Warehouse and logistics staff | 3 | ||
| Financial manager | 1 | ||
| Accounts and payroll staff | 3 | ||
| HR and office administration | 2 | ||
| SHEQ manager | 1 | ||
| Compliance officer | 1 | ||
| Customer service co-ordinators | 2 | ||
| Total overhead and support payroll | 28 | — |
Ties to the personnel and directors' emoluments line of in Section 32. Costs are fully loaded, including employer contributions to UIF, the Skills Development Levy, medical aid subsidy and retirement funding. No share-based payment charge is included; the proposed employee incentive scheme is described in Section 25.
| Role | Heads | Cost per head | Total cost |
|---|---|---|---|
| Installation supervisors | 8 | ||
| Registered electricians | 14 | ||
| Senior installation technicians | 18 | ||
| Installation technicians | 24 | ||
| Commissioning and monitoring technicians | 8 | ||
| Total direct installation payroll | 72 | — |
Direct labour of represents 15.3% of cost of sales, the balance being imported equipment, mounting systems, cabling, and logistics. Crews are permanently employed rather than contracted, which raises fixed cost and is the reason installed quality can be warranted.
| Headcount | Mar | Apr | May | Jun | Jul | Aug | Sep | Oct | Nov | Dec | Jan | Feb |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Installation personnel | 40 | 43 | 46 | 50 | 54 | 57 | 60 | 63 | 66 | 68 | 70 | 72 |
| Overhead and support | 18 | 19 | 20 | 21 | 22 | 23 | 24 | 25 | 25 | 26 | 27 | 28 |
| Total headcount | 58 | 62 | 66 | 71 | 76 | 80 | 84 | 88 | 91 | 94 | 97 | 100 |
Total headcount grows from 100 to 552. Revenue per employee rises from to , which is the productivity gain the plan depends on.
Registered electricians qualified to issue a Certificate of Compliance are the genuine bottleneck, not capital. Fourteen are required in FY2027 and roughly ninety by FY2036. The Company's response is a funded apprenticeship pipeline (Section 27) rather than a recruitment budget, because the national pool is not large enough to buy from at scale.
Executive capability against the demands of the plan.
| Executive | Role | Background | Responsibility under the plan |
|---|---|---|---|
| Sipho Ndlovu | Chief Executive Officer | Founder. BSc Electrical Engineering (Wits). Fourteen years in power distribution and renewables, previously project manager on utility-scale PV in the Northern Cape. | Strategy, capital, key client relationships, board |
| Anneke du Toit | Chief Financial Officer | CA(SA). Eleven years including six as financial manager of a listed industrial importer with substantial foreign currency exposure. | Treasury and hedging, working capital, reporting, investor relations |
| Rajesh Naidoo | Chief Operating Officer | Sixteen years in electrical contracting; previously operations director of a national contracting group with 240 field staff. | Branch network, installation delivery, safety, workforce |
| Dr Elmarie Bekker | Technical Director | PhD Electrical Engineering, Pr Eng. Nine years in PV system design and grid integration; published on inverter-grid interaction. | Design authority, product approval, technical standards, performance |
| Lunga Mabaso | Commercial Director | Twelve years in industrial capital equipment sales; built and led a national sales team of 30. | Sales, pipeline, pricing, channel development |
| Karin Fourie | Supply Chain Director | Eighteen years in import logistics and customs across Far East and European trade lanes. | Supplier panel, importation, customs, inventory, warehousing |
| Director | Capacity | Appointed by |
|---|---|---|
| Gerhard Steenkamp | Independent Non-Executive Chairman | Joint appointment |
| Sipho Ndlovu | Chief Executive Officer | Founders |
| Anneke du Toit | Chief Financial Officer | Founders |
| Nomsa Dlamini | Independent Non-Executive Director — chairs Audit and Risk | Joint appointment |
| To be nominated | Non-Executive Director | Incoming investor |
Two gaps are recognised and provided for. The Company has no executive with asset finance experience, which becomes material as the Solar-as-a-Service fleet scales from FY2029; a Head of Asset Finance is budgeted from FY2028. It also lacks a dedicated human resources function, which is a serious omission for a business planning to more than quintuple headcount; an HR Director is budgeted from FY2027.
The Company is presently dependent on the Chief Executive for its principal commercial relationships and on the Technical Director for design authority. Both dependencies are real and neither is fully resolved by the plan. Mitigations are keyman policies of on each, three-year restraints, the founder lock-up, and a documented design-review process that requires a second qualified signature on every system above 250 kWp so that design authority is institutional rather than personal.
The control environment an institutional investor should expect.
The board meets quarterly and comprises five directors, of whom two are independent non-executives and one is investor-appointed. It operates under a formal charter with a documented schedule of matters reserved for board approval. Two committees are constituted:
| Control | Requirement |
|---|---|
| Payment authority | Dual signature on all payments; second signature by a director above |
| Procurement | Three written quotations above ; approved vendor panel for all equipment |
| Foreign exchange | Minimum 75% forward cover on committed exposure; board-approved treasury policy; monthly exposure report |
| Credit | Formal credit application and vetting for all account customers; deposits mandatory below investment-grade covenant |
| Project costing | Every project costed against budget at completion; variance above 5% reported to the executive committee |
| Stock | Perpetual inventory with monthly cycle counts and full annual count observed by auditors |
| Reporting | Management accounts within 21 days of month-end; audited financials within 120 days of year end |
| Delegation | Written delegation of authority framework reviewed annually by the board |
The Company is currently a Level 4 contributor. Many commercial customers — particularly listed corporates, state-owned entities and their suppliers — apply preferential procurement weightings that materially affect tender outcomes. Improving to Level 2 by FY2029 is therefore a commercial objective as much as a transformational one.
The path comprises an employee share ownership plan covering 12% of ordinary shares held by a trust for the benefit of employees below management grade; the apprenticeship programme described in Operations, which generates skills development points; enterprise and supplier development directed at black-owned electrical subcontractors and transport providers; and a management control plan targeting 50% black representation at senior management by FY2030.
The employee share ownership plan will dilute all shareholders proportionately, including the incoming investor. The plan is disclosed here rather than buried in the shareholders' agreement because the directors regard it as a commercial necessity for accessing the corporate segment, and prefer that it be priced into the transaction rather than discovered after it.
The Company maintains compliance with the Companies Act 71 of 2008, the Income Tax Act, the Value Added Tax Act, the Customs and Excise Act, the Occupational Health and Safety Act, the Basic Conditions of Employment Act, the Labour Relations Act, the Protection of Personal Information Act, the Consumer Protection Act and the National Credit Act where applicable. A compliance calendar is maintained by the Chief Financial Officer and reported to the Audit and Risk Committee quarterly.
The eighteen risks the directors consider material, assessed candidly.
| Risk | Impact | Likelihood | Mitigation |
|---|---|---|---|
| Rand depreciation raising landed cost | High | High | 75% minimum forward cover; 30-day quote validity with currency adjustment clause; USD-linked pricing on long-lead contracts |
| Skilled installer shortage | High | High | In-house apprenticeship, four intakes annually; retention incentives; productivity-linked crew bonuses |
| Module or inverter price collapse devaluing inventory | Medium | Medium | Inventory capped at 72 days reducing to 58; distribution channel as a clearing mechanism; no speculative buying |
| Customer credit default on commercial contracts | High | Medium | Credit vetting; 30% deposit; progress claims; retention of title until settlement; credit insurance above |
| Municipal SSEG approval delays | Medium | High | Ten-week average approval lag assumed in scheduling; procurement sequenced after approval on non-standard municipalities |
| Interest rate increases | Medium | Medium | Low gearing; peak net debt of ; project debt fixed at drawdown |
| Key person loss | High | Low | Keyman cover; restraints; founder lock-up; institutionalised design authority |
| Installation quality failure or fire | High | Low | Employed crews; documented method statements; commissioning protocol; public liability and professional indemnity cover |
| Port congestion or shipping disruption | Medium | Medium | Dual port entry via Cape Town and Durban; safety stock on critical lines; multiple approved manufacturers |
| Import duty or tariff reclassification | Medium | Low | Annual tariff classification review by tax advisers; binding tariff determinations sought on ambiguous headings |
| Withdrawal of Section 12B allowance | Medium | Low | Permanent legislation with no expiry; sales case retested at pre-incentive economics, which remain positive |
| Competitor price war | Medium | High | Vertical integration cost advantage; deliberate non-participation in the lowest-price segment |
| Warranty claims exceeding provision | Medium | Medium | Tier 1 manufacturers with insurance-backed warranties; serialised asset records; warranty provision in insurance line |
| Solar-as-a-Service offtaker failure | Medium | Medium | Credit assessment and guarantees; notarial registration; step-in rights; scheduled buy-out on termination |
| Growth outpacing management capacity | High | Medium | Branch model replicated rather than reinvented; ERP before scale; two executive appointments budgeted ahead of need |
| Grid feed-in and tariff structure reform | Medium | Medium | Systems sized to self-consumption rather than export; storage attachment reduces exposure to fixed-charge reform |
| Electricity tariff increases moderating | High | Low | Sensitivity tested; payback remains under seven years even at 6% escalation against the 13.7% recent determination |
| Working capital exceeding the raise | High | Low | Minimum modelled cash of ; undrawn trade finance facility; growth throttled to cash if required |
Not currency, and not competition. It is the installer shortage. Every other risk in this table can be mitigated with money, contracts or insurance. This one can only be mitigated with time, because a qualified electrician takes years to produce and the entire industry is bidding for the same people. If this plan fails to deliver its volumes, the most probable single cause is that the Company could not staff the crews. The apprenticeship programme is the response, and it must start before the demand arrives rather than after.
Measurable outcomes, stated as quantities rather than intentions.
By FY2036 the Company's cumulative installed base of 511 MW is expected to generate approximately 895 GWh annually. Applying South Africa's grid emission factor of approximately 0.93 tonnes of CO₂e per megawatt-hour — among the highest of any major economy, given the coal-dominated generation fleet — this displaces roughly 832 kilotonnes of CO₂e each year.
The Company operates a documented end-of-life policy: modules and inverters removed during maintenance or repowering are returned to an accredited e-waste recycler, and battery units are returned to the manufacturer under take-back arrangements. Packaging waste at the central warehouse is separated and recycled, and the FY2029 target is 90% diversion from landfill.
The apprenticeship programme trains 48 people annually from FY2028 in a scarce, portable, nationally recognised trade. Not all will remain with the Company; the directors regard training electricians who subsequently join competitors as an acceptable cost of operating in an industry constrained by a national skills deficit.
The employee share ownership plan places 12% of ordinary shares in trust for employees below management grade, so the workforce that builds the installed base participates in the value it creates. Beyond direct employment, the customer impact is a reduction in electricity cost for businesses operating in an economy where energy cost is a documented constraint on employment.
Governance arrangements are set out in Section 25. For ESG purposes the material commitments are: an independent chair; a majority-independent Audit and Risk Committee; annual external audit; a formal risk register reviewed quarterly; a whistle-blower facility operated by an independent third party; and an anti-bribery policy with mandatory annual declaration by all employees involved in procurement or tendering.
The emissions figure above is a displacement estimate, not a certified carbon credit. It assumes the grid emission factor holds constant, which it will not — as South Africa's generation mix decarbonises, the avoided emissions per megawatt-hour will fall. The directors present the figure because it is the standard basis of comparison in the sector, and note the qualification because investors applying an ESG framework should apply their own assumptions rather than adopt these.
Every projection in this document derives from the assumptions on this page.
| Assumption | Basis |
|---|---|
| Consumer price inflation | 4.8% per annum, within the Reserve Bank's 3–6% target band |
| Salary inflation | 5.8% per annum, reflecting the premium on scarce technical skills |
| Electricity tariff escalation | 9.0% per annum, materially below the 13.7% April 2026 determination — a deliberately conservative assumption, since a higher path improves every customer's payback |
| Exchange rate | Assumed stable in real terms; nominal depreciation offset by continued module price deflation in USD |
| Corporate tax rate | 27% |
| Value added tax | 15% |
| Presentation currency | South African Rand |
| Assumption | FY2027 | FY2036 | Basis |
|---|---|---|---|
| C&I price per MW | 2% nominal escalation; rand inflation partly offset by module deflation | ||
| Residential price per system | 3% escalation; includes battery storage | ||
| Maintenance rate per MW p.a. | 5.5% escalation | ||
| Maintenance attach rate | 55% | 85% | Rises with service reputation and installed base maturity |
| Solar-as-a-Service tariff | R1.75/kWh | R2.96/kWh | 6% escalation, below assumed grid escalation |
| Specific yield | 1,750 MWh/MW | 1,750 MWh/MW | South African irradiance, net of 0.5% annual degradation |
| Assumption | FY2027 | FY2036 | Basis |
|---|---|---|---|
| C&I gross margin | 18.3% | 21.5% | Improves with procurement scale and crew productivity |
| Residential gross margin | 23.8% | 26.5% | Standardised configurations reduce installation variance |
| Distribution gross margin | 13.8% | 16.4% | Thin by design; volume-driven |
| Maintenance gross margin | 47.0% | 54.3% | Route density improves as installed base concentrates |
| Solar-as-a-Service cash margin | 78.0% | 78.0% | 18% of revenue for insurance, cleaning, monitoring, inverter provision |
| Overhead headcount | 28 | 128 | Excludes installation crews, which sit in cost of sales |
| Fully loaded cost per overhead employee | Including benefits, levies and employment costs |
| Assumption | FY2027 | FY2036 | Basis |
|---|---|---|---|
| Inventory days | 72 | 58 | Import lead time; improves with forecasting and branch replenishment |
| Debtor days | 52 | 45 | Progress claims and retention on commercial contracts |
| Creditor days | 45 | 52 | Improves with supplier relationship maturity |
| Customer deposits | 30% of EPC value, held ~40 days | Same | Standard contract term; a significant working capital offset |
| Trade finance facility | Revolving, drawn at 60% of inventory, priced at 11.75% | ||
| Solar-as-a-Service project debt | 75% of asset cost at 12.5% over 10 years | Same | Amortising, ring-fenced, serviced from contracted energy revenue |
| Surplus cash interest | 7.2% | 7.2% | Money market deposit rate |
| Dividend policy | Nil | 30% of profit after tax | Commencing FY2031, subject to solvency, liquidity and gearing tests |
Assumptions are stated on a nominal basis. The most sensitive assumptions — installation volume and gross margin — are stress-tested in Section 38.
Every Rand of capital expenditure, itemised, with the life over which it is written off.
| Item | Qty | Unit cost | Total | Life |
|---|---|---|---|---|
| Installation vehicles — 12 light delivery vehicles | 12 | 5 yrs | ||
| Crew trucks with crane — 2 units | 2 | 5 yrs | ||
| Crew tooling and safety kits — 12 crews | 12 | 4 yrs | ||
| Access equipment: scaffold, fall arrest and lifting | — | 4 yrs | ||
| Test and commissioning instruments | — | 4 yrs | ||
| Gauteng branch fit-out and warehouse racking | — | 6 yrs | ||
| KwaZulu-Natal branch pre-establishment | — | 6 yrs | ||
| ERP, design software and monitoring platform | — | 3 yrs | ||
| IT hardware, network and site connectivity | — | 3 yrs | ||
| Office furniture and fittings | — | 6 yrs | ||
| Total capital expenditure — FY2027 | — | — | — |
Ties to the investing outflow in Section 33. Depreciation is straight line to nil residual, producing the FY2027 charge of in Section 30. Solar-as-a-Service generating assets are capitalised separately from FY2029 ( in that year) and are depreciated over twenty years against the contracted tariff income described in Section 21.
| Capital expenditure | FY2027 | FY2028 | FY2029 | FY2030 | FY2031 | FY2032 | FY2033 | FY2034 | FY2035 | FY2036 |
|---|---|---|---|---|---|---|---|---|---|---|
| Core operating assets | ||||||||||
| Solar-as-a-Service generating assets | ||||||||||
| Total capital expenditure | ||||||||||
| Depreciation charge | ||||||||||
| Net book value at year end |
Core capital intensity falls as the branch network completes. The step in FY2029 and FY2030 is the Solar-as-a-Service fleet, which is debt-funded against contracted cash flows and is not a call on the equity raised in this transaction.
| Item | Amount |
|---|---|
| Transaction, legal and due diligence costs | |
| Gauteng branch lease deposits and municipal connections | |
| Accreditation, certification and ISO 9001 implementation | |
| Recruitment and initial crew training | |
| Brand identity, website and collateral | |
| Total pre-trading and establishment |
These are expensed as incurred rather than capitalised, and are funded from the transaction costs and contingency allocation described in Section 41. They are the principal reason FY2027 EBITDA margin of 3.9% sits below the steady-state level.
Crew training, accreditation and brand development are expensed in full in the year incurred, even though each has a useful life well beyond twelve months. Capitalising them would raise reported FY2027 profit by roughly and would flatter every return measure in this plan. The directors regard that as a presentational gain not worth the loss of credibility with a funder who will look for it.
Ten years to FY2036, prepared on the accrual basis.
| South African Rand | FY2027 | FY2028 | FY2029 | FY2030 | FY2031 | FY2032 | FY2033 | FY2034 | FY2035 | FY2036 |
|---|---|---|---|---|---|---|---|---|---|---|
| REVENUE | ||||||||||
| Commercial & industrial installation | ||||||||||
| Residential installation | ||||||||||
| Equipment distribution | ||||||||||
| Maintenance contracts | ||||||||||
| Solar-as-a-Service energy | ||||||||||
| Total revenue | ||||||||||
| COST OF SALES | ||||||||||
| Cost of sales | ||||||||||
| Gross profit | ||||||||||
| Gross margin | 19.4% | 20.2% | 21.3% | 22.6% | 23.9% | 25.1% | 26.3% | 27.4% | 28.5% | 29.6% |
| OPERATING EXPENDITURE | ||||||||||
| Personnel and directors' emoluments | ||||||||||
| Premises, warehousing and utilities | ||||||||||
| Sales, marketing and lead generation | ||||||||||
| Professional, audit and compliance | ||||||||||
| Technology, ERP and monitoring platform | ||||||||||
| Fleet, logistics and travel | ||||||||||
| Insurance, warranty and bonding | ||||||||||
| Expected credit losses | ||||||||||
| Other administrative | ||||||||||
| Total operating expenditure | ||||||||||
| EBITDA | ||||||||||
| EBITDA margin | 3.9% | 6.1% | 7.8% | 9.8% | 11.4% | 13.0% | 14.4% | 15.8% | 17.1% | 18.3% |
| Depreciation — operating assets | ||||||||||
| Depreciation — Solar-as-a-Service assets | ||||||||||
| Operating profit (EBIT) | ||||||||||
| Interest — trade finance | ||||||||||
| Interest — project debt | ||||||||||
| Interest received | ||||||||||
| Profit before taxation | ||||||||||
| Taxation | ||||||||||
| Profit after taxation | ||||||||||
| Net margin | 3.5% | 3.7% | 4.7% | 5.8% | 6.8% | 7.8% | 8.9% | 9.9% | 10.9% | 11.9% |
| Earnings per share (R) | 0.41 | 0.64 | 1.15 | 1.89 | 2.83 | 3.99 | 5.45 | 7.11 | 8.98 | 11.11 |
Taxation comprises current tax and the deferred tax arising from the Section 12B accelerated allowance on Solar-as-a-Service assets. The reconciliation is set out in Section 35.
Where the revenue comes from and where the margin is actually earned.
| Gross profit by stream | FY2027 | FY2028 | FY2029 | FY2030 | FY2031 | FY2032 | FY2033 | FY2034 | FY2035 | FY2036 |
|---|---|---|---|---|---|---|---|---|---|---|
| Commercial & industrial | ||||||||||
| Residential | ||||||||||
| Distribution | ||||||||||
| Maintenance | ||||||||||
| Solar-as-a-Service | ||||||||||
| Total gross profit | ||||||||||
| SEGMENT MARGIN | ||||||||||
| Commercial & industrial | 18.3% | 18.9% | 19.4% | 19.9% | 20.3% | 20.6% | 20.9% | 21.1% | 21.3% | 21.5% |
| Residential | 23.8% | 24.3% | 24.8% | 25.2% | 25.5% | 25.8% | 26.0% | 26.2% | 26.4% | 26.5% |
| Distribution | 13.8% | 14.2% | 14.6% | 15.0% | 15.3% | 15.6% | 15.8% | 16.0% | 16.2% | 16.4% |
| Maintenance | 47.0% | 48.2% | 49.4% | 50.4% | 51.3% | 52.1% | 52.8% | 53.4% | 53.9% | 54.3% |
| Solar-as-a-Service | 78.0% | 78.0% | 78.0% | 78.0% | 78.0% | 78.0% | 78.0% | 78.0% | 78.0% | 78.0% |
| Blended gross margin | 19.4% | 20.2% | 21.3% | 22.6% | 23.9% | 25.1% | 26.3% | 27.4% | 28.5% | 29.6% |
Gross profit grows faster than revenue throughout, which is the arithmetic signature of favourable mix shift rather than price increases.
The blended gross margin rises from 19.4% to 29.6% across the plan. It is worth being precise about what causes this, because a reviewer is entitled to be sceptical of a margin that expands by twelve percentage points.
Roughly a third of the expansion comes from within-segment improvement — the commercial installation margin rises from 18.3% to 21.5% through procurement scale and crew productivity, which is modest and defensible. The remaining two thirds come from mix: maintenance revenue at roughly 52% margin and Solar-as-a-Service at 78% cash margin grow from nothing to 14.4% of revenue.
If the maintenance attach rate and the Solar-as-a-Service programme both failed entirely, the FY2036 blended margin would fall to approximately 22.7% — still above the FY2027 level, but the business would be a materially less valuable one. The annuity streams are not a decoration on this plan. They are the plan.
Overhead as a proportion of revenue, and the operating leverage it produces.
| Operating expenditure | FY2027 | FY2028 | FY2029 | FY2030 | FY2031 | FY2032 | FY2033 | FY2034 | FY2035 | FY2036 |
|---|---|---|---|---|---|---|---|---|---|---|
| Personnel and directors' emoluments | ||||||||||
| Premises, warehousing and utilities | ||||||||||
| Sales, marketing and lead generation | ||||||||||
| Professional, audit and compliance | ||||||||||
| Technology, ERP and monitoring platform | ||||||||||
| Fleet, logistics and travel | ||||||||||
| Insurance, warranty and bonding | ||||||||||
| Expected credit losses | ||||||||||
| Other administrative | ||||||||||
| Total operating expenditure | ||||||||||
| As % of revenue | 15.5% | 14.1% | 13.5% | 12.9% | 12.5% | 12.1% | 11.8% | 11.5% | 11.4% | 11.3% |
The widening gap between the two lines is the EBITDA margin.
Personnel represents 44.3% of FY2027 overhead — this is a people business before it is anything else.
Overhead falls from 15.5% of revenue in FY2027 to 11.3% in FY2036. This is the second driver of margin expansion, alongside mix. The mechanism is straightforward: head office engineering, finance, technology and executive costs are largely fixed against volume, while branch costs scale with revenue but at a lower rate than revenue itself.
The directors regard approximately 62% of the overhead base as genuinely fixed within a twelve-month horizon — principally salaried personnel, premises and technology. This figure is used explicitly in the break-even and sensitivity analysis in Section 38, and it is the reason a volume shortfall damages this business faster than a margin shortfall of equivalent Rand value.
Overhead in FY2027 is heavier than the revenue supports, because the Gauteng branch, the HR function and part of the engineering team are put in place ahead of the volume they serve. This is why the first-year EBITDA margin is only 3.9%. Building the capability after the demand arrives would protect the first-year margin and cost the Company the second year. The directors have chosen the second year.
The statement on which the adequacy of this raise is judged.
| South African Rand | FY2027 | FY2028 | FY2029 | FY2030 | FY2031 | FY2032 | FY2033 | FY2034 | FY2035 | FY2036 |
|---|---|---|---|---|---|---|---|---|---|---|
| CASH FLOW FROM OPERATIONS | ||||||||||
| EBITDA | ||||||||||
| (Increase) in working capital | ||||||||||
| Interest paid | ||||||||||
| Interest received | ||||||||||
| Taxation paid | ||||||||||
| Net cash from operating activities | ||||||||||
| CASH FLOW FROM INVESTING | ||||||||||
| Operating asset capital expenditure | ||||||||||
| Solar-as-a-Service asset capital expenditure | ||||||||||
| Net cash used in investing activities | ||||||||||
| Free cash flow | ||||||||||
| CASH FLOW FROM FINANCING | ||||||||||
| Project debt drawn | ||||||||||
| Project debt repaid | ||||||||||
| Movement in trade finance facility | ||||||||||
| Dividends paid | ||||||||||
| Net cash from financing activities | ||||||||||
| Movement in cash | ||||||||||
| Cash at beginning of year | ||||||||||
| Cash at end of year |
The FY2027 opening balance comprises the subscription proceeds together with of existing shareholders' funds.
One. The minimum closing cash balance across the ten years is , occurring in FY2028. The raise is sufficient with headroom, and a trade finance facility sits behind it undrawn to the extent inventory does not require it. Two. Free cash flow turns positive in FY2031 and remains so. Three. No further equity is required at any point in the plan.
Month one to month twelve. The annual statement hides the point of maximum strain; this does not.
| FY2027 — R'000 | Mar | Apr | May | Jun | Jul | Aug | Sep | Oct | Nov | Dec | Jan | Feb |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Opening cash | ||||||||||||
| Receipts from customers | ||||||||||||
| Payments to equipment suppliers | ||||||||||||
| Operating expenditure paid | ||||||||||||
| Taxation paid | ||||||||||||
| Net interest | ||||||||||||
| Capital expenditure | ||||||||||||
| Trade finance drawn / (repaid) | ||||||||||||
| Share capital issued | ||||||||||||
| Net movement in cash | ||||||||||||
| Closing cash |
Cash peaks at in the first month on receipt of the raise, then declines for nine consecutive months to at year end. That decline is not trading losses. It is the working capital build described in Section 36: every megawatt installed requires equipment paid for on shipment, roughly 72 days before the customer settles.
The Company is at its most fragile in the second half of FY2027, when Gauteng crews are fully staffed and paid but the Gauteng receipts book has not yet matured. This is precisely the period an investor should test.
Closing cash of agrees to the annual cash flow statement in Section 33 to the Rand.
Monthly receipts assume 35% of a month's revenue is collected in that month (residential deposits and commercial progress claims), 45% in the following month and 20% in the month after. Equipment payments lead installation, reflecting import lead times: 30% in the month of installation, 45% one month ahead and 25% two months ahead. Overhead is straight-lined; marketing follows the campaign calendar in Section 19; taxation is paid as two provisional instalments in August and February. Each line sums to the corresponding annual figure in Section 33 without adjustment or balancing entry.
Month thirteen to month twenty-four, covering the KwaZulu-Natal launch.
| FY2028 — R'000 | Mar | Apr | May | Jun | Jul | Aug | Sep | Oct | Nov | Dec | Jan | Feb |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Opening cash | ||||||||||||
| Receipts from customers | ||||||||||||
| Payments to equipment suppliers | ||||||||||||
| Operating expenditure paid | ||||||||||||
| Taxation paid | ||||||||||||
| Net interest | ||||||||||||
| Capital expenditure | ||||||||||||
| Trade finance drawn / (repaid) | ||||||||||||
| Share capital issued | ||||||||||||
| Net movement in cash | ||||||||||||
| Closing cash |
Cash reaches its minimum of in June 2026, in the month the KwaZulu-Natal branch opens and before it bills anything. Across twenty-four months the balance never falls below .
The headroom is deliberate. The directors set the raise at rather than the that a nil-buffer model would support, because a solar installer that runs out of cash mid-project loses the project, the retention and the reference site simultaneously.
Unutilised trade finance headroom of was available throughout FY2028 and is not drawn in this forecast.
| Check | Monthly schedule | Annual statement | Difference |
|---|---|---|---|
| FY2027 closing cash | |||
| FY2028 closing cash |
From FY2029 the forecast reverts to an annual basis. Monthly modelling beyond twenty-four months implies a precision the underlying assumptions cannot support.
Financial position at each year end.
| South African Rand | FY2027 | FY2028 | FY2029 | FY2030 | FY2031 | FY2032 | FY2033 | FY2034 | FY2035 | FY2036 |
|---|---|---|---|---|---|---|---|---|---|---|
| ASSETS | ||||||||||
| Property, plant and equipment (net) | ||||||||||
| Inventory | ||||||||||
| Trade and other receivables | ||||||||||
| Cash and cash equivalents | ||||||||||
| Total assets | ||||||||||
| EQUITY | ||||||||||
| Share capital | ||||||||||
| Retained earnings | ||||||||||
| Total equity | ||||||||||
| LIABILITIES | ||||||||||
| Trade and other payables | ||||||||||
| Customer deposits and contract liabilities | ||||||||||
| Trade finance facility | ||||||||||
| Project debt — Solar-as-a-Service | ||||||||||
| Deferred taxation | ||||||||||
| Total liabilities | ||||||||||
| Total equity and liabilities |
The deferred tax liability arises because Section 12B permits a 100% deduction of qualifying Solar-as-a-Service asset cost in the year the asset is brought into use, while the asset is depreciated over twenty years for accounting purposes. The resulting temporary difference is recognised at 27% and unwinds over the asset life. It is a non-cash liability and reverses gradually; it is disclosed separately here because it materially affects the tax charge in the income statement without affecting tax paid in the cash flow statement.
| Tax reconciliation | FY2027 | FY2028 | FY2029 | FY2030 | FY2031 | FY2032 | FY2033 | FY2034 | FY2035 | FY2036 |
|---|---|---|---|---|---|---|---|---|---|---|
| Profit before taxation | ||||||||||
| Tax at 27% | ||||||||||
| Section 12B accelerated allowance | ||||||||||
| Current taxation | ||||||||||
| Deferred taxation movement | ||||||||||
| Total taxation charge |
Assessed losses, where they arise, are carried forward and offset against subsequent taxable income subject to the 80% limitation contained in section 20 of the Income Tax Act.
The mechanics of the cash cycle this raise is designed to fund.
| Working capital | FY2027 | FY2028 | FY2029 | FY2030 | FY2031 | FY2032 | FY2033 | FY2034 | FY2035 | FY2036 |
|---|---|---|---|---|---|---|---|---|---|---|
| Inventory | ||||||||||
| Trade receivables | ||||||||||
| Trade payables | ||||||||||
| Customer deposits | ||||||||||
| Net working capital | ||||||||||
| Year-on-year movement | ||||||||||
| Inventory days | 72 | 70 | 68 | 66 | 64 | 62 | 61 | 60 | 59 | 58 |
| Debtor days | 52 | 51 | 50 | 49 | 48 | 47 | 46 | 46 | 45 | 45 |
| Creditor days | 45 | 46 | 47 | 48 | 49 | 50 | 50 | 51 | 51 | 52 |
| Cash conversion cycle (days) | 79 | 75 | 71 | 67 | 63 | 59 | 57 | 55 | 53 | 51 |
Net working capital rises from in FY2027 to by FY2031. That increase of has to be funded before the profit it generates is collected. Customer deposits of 30% on order are the single most valuable offset in the structure — without them the funding requirement would be roughly higher in FY2031 alone, and this raise would not be sufficient.
| Source | Amount | Cost | Purpose and security |
|---|---|---|---|
| Ordinary equity — this raise | Equity | Import working capital float, branch rollout, installation capability. Unsecured. | |
| Existing shareholders' funds | Equity | Founder capital, retained in the business. | |
| Trade finance facility | 11.75% | Revolving import finance drawn at 60% of inventory. Secured by cession of stock and debtors. | |
| Solar-as-a-Service project debt | 75% of asset cost | 12.5% fixed | Ring-fenced, amortising over 10 years, secured by cession of the power purchase agreements and the assets. No recourse to the operating business. |
| Retained earnings | — | Cumulative retentions over the plan; the principal source of growth funding from FY2029. |
| Coverage | FY2027 | FY2028 | FY2029 | FY2030 | FY2031 | FY2032 | FY2033 | FY2034 | FY2035 | FY2036 |
|---|---|---|---|---|---|---|---|---|---|---|
| EBITDA | ||||||||||
| Debt service (interest and principal) | ||||||||||
| Debt service cover ratio | 4.69× | 5.21× | 7.97× | 7.31× | 7.03× | 6.73× | 6.27× | 6.02× | 5.83× | 5.70× |
| Interest cover ratio | 6.0× | 5.6× | 7.5× | 7.8× | 8.4× | 8.8× | 9.1× | 9.5× | 9.8× | 10.3× |
| Net debt to EBITDA | -2.06× | -0.41× | 0.18× | 0.21× | 0.24× | 0.13× | -0.01× | -0.19× | -0.40× | -0.61× |
| Gearing (debt to debt plus equity) | 23.1% | 27.1% | 34.8% | 35.5% | 36.7% | 36.8% | 35.4% | 33.3% | 30.9% | 28.4% |
Debt service cover is calculated as EBITDA less tax paid, divided by interest and scheduled principal. The minimum across the plan is 4.69×, comfortably above the 1.30× covenant typically imposed on facilities of this nature.
Profitability, liquidity, efficiency and return.
| Ratio | FY2027 | FY2028 | FY2029 | FY2030 | FY2031 | FY2032 | FY2033 | FY2034 | FY2035 | FY2036 |
|---|---|---|---|---|---|---|---|---|---|---|
| PROFITABILITY | ||||||||||
| Gross margin | 19.4% | 20.2% | 21.3% | 22.6% | 23.9% | 25.1% | 26.3% | 27.4% | 28.5% | 29.6% |
| EBITDA margin | 3.9% | 6.1% | 7.8% | 9.8% | 11.4% | 13.0% | 14.4% | 15.8% | 17.1% | 18.3% |
| Operating margin | 3.4% | 5.1% | 6.7% | 8.4% | 9.9% | 11.3% | 12.8% | 14.2% | 15.4% | 16.6% |
| Net margin | 3.5% | 3.7% | 4.7% | 5.8% | 6.8% | 7.8% | 8.9% | 9.9% | 10.9% | 11.9% |
| LIQUIDITY | ||||||||||
| Current ratio | 2.14 | 1.85 | 1.77 | 1.88 | 1.96 | 2.11 | 2.30 | 2.53 | 2.81 | 3.11 |
| Quick ratio | 1.43 | 1.16 | 1.10 | 1.18 | 1.25 | 1.39 | 1.58 | 1.81 | 2.10 | 2.41 |
| EFFICIENCY | ||||||||||
| Asset turnover | 1.85× | 2.14× | 2.08× | 2.01× | 1.96× | 1.86× | 1.76× | 1.65× | 1.54× | 1.43× |
| Inventory turns | 5.1× | 5.2× | 5.4× | 5.5× | 5.7× | 5.9× | 6.0× | 6.1× | 6.2× | 6.3× |
| Revenue per employee | ||||||||||
| SOLVENCY | ||||||||||
| Gearing | 23.1% | 27.1% | 34.8% | 35.5% | 36.7% | 36.8% | 35.4% | 33.3% | 30.9% | 28.4% |
| Net debt to EBITDA | -2.06× | -0.41× | 0.18× | 0.21× | 0.24× | 0.13× | -0.01× | -0.19× | -0.40× | -0.61× |
| Interest cover | 6.0× | 5.6× | 7.5× | 7.8× | 8.4× | 8.8× | 9.1× | 9.5× | 9.8× | 10.3× |
| Debt service cover | 4.7× | 5.2× | 8.0× | 7.3× | 7.0× | 6.7× | 6.3× | 6.0× | 5.8× | 5.7× |
| RETURN | ||||||||||
| Return on equity | 11.1% | 15.0% | 21.1% | 25.7% | 30.4% | 33.0% | 34.2% | 34.0% | 33.0% | 31.8% |
| Return on capital employed | 8.2% | 15.1% | 19.8% | 24.2% | 28.0% | 30.4% | 32.0% | 32.5% | 32.2% | 31.6% |
Liquidity is strong throughout, with the current ratio never falling below 1.77. The quick ratio is materially lower than the current ratio because inventory is a large proportion of current assets — an unavoidable characteristic of an import business and the reason inventory days are managed so closely.
Return on equity peaks at 34.2% and moderates thereafter as retained earnings accumulate faster than profits grow. This is expected and healthy; a business whose return on equity does not moderate as it capitalises is usually one that is under-investing or over-distributing.
Gearing peaks at 36.8% and declines from FY2032 as project debt amortises and equity accumulates. The Company would remain within a 45% gearing covenant throughout the plan.
What has to go wrong, and by how much, before the plan fails.
The Company breaks even at of FY2027 revenue — 86% of forecast. In plain terms, revenue can fall short of plan by approximately 14% in the first year before the Company records an operating loss. Given the cash position, a loss of that scale would be absorbed without threatening solvency, but it would delay the branch rollout.
The grid below flexes the two assumptions that matter most: installation volume and gross margin. It holds 62% of the overhead base fixed and flexes the remainder with volume, which is the realistic behaviour of this cost structure.
| FY2031 EBITDA | Volume -20% | Volume -10% | Volume +0% | Volume +10% | Volume +20% |
|---|---|---|---|---|---|
| Gross margin -3.0pp | |||||
| Gross margin -1.5pp | |||||
| Gross margin +0.0pp | |||||
| Gross margin +1.5pp | |||||
| Gross margin +3.0pp |
Base case FY2031 EBITDA of appears at the centre of the grid. Green cells exceed the base case by more than 5%; red cells fall below 60% of it.
Two observations follow from these numbers. First, the business is more sensitive to volume than to margin: a 20% volume shortfall costs roughly of FY2031 EBITDA, while a 3 percentage point margin compression costs roughly . This is the direct consequence of a fixed overhead base and is why the operational risk section concentrates on installation capacity rather than pricing.
Second, even in the most adverse corner tested — volumes 20% below plan and gross margin 3 percentage points below plan simultaneously — FY2031 EBITDA remains positive at . The plan degrades under stress; it does not break.
A sustained 25% rand depreciation that could not be passed through to customers would compress gross margin by roughly 6–8 percentage points — beyond the range tested above. This is why the treasury policy mandating minimum 75% forward cover is a board-reserved matter rather than a management discretion. It is the single control standing between this plan and the one scenario that would genuinely impair it.
What the Company needs, when, and its capacity to service the debt within it.
| Requirement | Amount | Source |
|---|---|---|
| Peak working capital absorption to FY2028 | Equity raise and trade finance | |
| Core capital expenditure FY2027–FY2028 | Equity raise | |
| Pre-trading, establishment and transaction costs | Equity raise | |
| Minimum operating cash buffer | Equity raise | |
| Less: cash generated from operations and existing resources | Internally funded | |
| Equity raise sought | This transaction | |
| Trade finance facility (revolving, limit ) | Drawn at FY2028 |
| Debt service cover | FY2027 | FY2028 | FY2029 | FY2030 | FY2031 | FY2032 | FY2033 | FY2034 | FY2035 | FY2036 |
|---|---|---|---|---|---|---|---|---|---|---|
| EBITDA | ||||||||||
| Less: taxation paid | ||||||||||
| Cash available for debt service | ||||||||||
| Interest paid | ||||||||||
| Capital repayments — project debt | ||||||||||
| Total debt service | ||||||||||
| Debt service cover ratio | 4.7× | 5.2× | 8.0× | 7.3× | 7.0× | 6.7× | 6.3× | 6.0× | 5.8× | 5.7× |
| Interest cover ratio | 6.0× | 5.6× | 7.5× | 7.8× | 8.4× | 8.8× | 9.1× | 9.5× | 9.8× | 10.3× |
| Covenant floor — debt service cover | 1.25× | 1.25× | 1.25× | 1.25× | 1.25× | 1.25× | 1.25× | 1.25× | 1.25× | 1.25× |
Cover never falls below 4.7×, against a covenant floor of 1.25× typical of South African trade and project finance facilities. The tightest year is FY2027, when the trade finance facility is at its most utilised relative to a still-thin EBITDA base.
EBITDA would have to fall by 73.4% from plan in that year before the covenant is breached. The downside scenario in Section 44 contemplates a 20% volume shortfall, which does not breach it.
Three methodologies, and what the subscriber should expect to earn.
| Unlevered free cash flow | FY2027 | FY2028 | FY2029 | FY2030 | FY2031 | FY2032 | FY2033 | FY2034 | FY2035 | FY2036 |
|---|---|---|---|---|---|---|---|---|---|---|
| EBITDA | ||||||||||
| Less: taxation paid | ||||||||||
| Less: capital expenditure | ||||||||||
| Less: working capital investment | ||||||||||
| Unlevered free cash flow |
| Discounted cash flow | Value |
|---|---|
| Weighted average cost of capital | 16.5% |
| Terminal growth rate | 4.5% |
| Present value of forecast cash flows | |
| Present value of terminal value | |
| Enterprise value | |
| Less: net debt at FY2027 | |
| Indicated equity value |
Applying a 7.0× enterprise value to EBITDA multiple — the range at which diversified energy services businesses with contracted annuity revenue have transacted — produces the following outcomes for the incoming subscriber.
| Exit scenario | FY2031 (5 years) | FY2033 (7 years) |
|---|---|---|
| EBITDA in exit year | ||
| Enterprise value at 7.0× | ||
| Less: net debt | ||
| Equity value | ||
| Investor share at 25% | ||
| Dividends received to exit | ||
| Total proceeds | ||
| Multiple of invested capital | 3.30× | 6.59× |
| Internal rate of return | 27.0% | 30.9% |
The subscription is priced at 22.1× FY2027 forecast EBITDA and 0.87× FY2027 forecast revenue on a post-money basis. On FY2028 forecast EBITDA the entry multiple falls to 9.4×, and on FY2029 to 5.2×.
The discounted cash flow indicates an equity value materially above the subscription price. The directors do not present that as evidence the shares are cheap. A discounted cash flow of a growth plan is a model of the plan, not a valuation of the business, and it is only as sound as the volume assumptions in Section 28. It is included because omitting it would be selective, and it should be weighted accordingly. The multiple-based analysis is the more defensible of the two.
How the will be deployed, and by when.
| Application | Amount | % |
|---|---|---|
| Import inventory and working capital float | 37.0% | |
| Regional branch rollout - Gauteng and KZN | 16.4% | |
| Fleet, tooling and installation capability | 14.8% | |
| Solar-as-a-Service seed equity (PPA fleet) | 12.6% | |
| Engineering, design and ERP systems | 8.2% | |
| Brand, sales engine and channel development | 6.4% | |
| Transaction costs and contingency | 4.6% | |
| Total | 100.0% |
| Application | Detail | Deployed by |
|---|---|---|
| Import inventory and working capital float | Funds the 115 to 160 day cash cycle between paying manufacturers and collecting from customers, permitting container-scale ordering across three approved module suppliers and two inverter suppliers. | Progressive, Q1 FY2027 to Q4 FY2028 |
| Regional branch rollout | Kempton Park (Gauteng) premises, fit-out, warehouse racking, initial stock and the first eight months of operating cost before the branch reaches contribution break-even. Pinetown (KwaZulu-Natal) on the same basis from Q1 FY2028. | Q2 FY2027 and Q1 FY2028 |
| Fleet, tooling and installation capability | Twelve installation vehicles, elevated work platforms, testing and commissioning instrumentation, fall-arrest and working-at-height equipment, and crew tooling for the additional commercial and residential teams. | Q1 to Q3 FY2027 |
| Solar-as-a-Service seed equity | The 25% equity component of the first tranche of company-owned assets from FY2029; the remaining 75% is funded by ring-fenced project debt against the executed power purchase agreements. | FY2029 |
| Engineering, design and systems | Design and yield modelling software licences, ERP extension to multi-branch inventory and field service, monitoring platform build, and three additional engineering appointments. | Q1 to Q4 FY2027 |
| Brand, sales engine and channel development | Brand identity, digital acquisition infrastructure, reference-site programme, consultant and channel partner development, and the initial commercial sales team in Gauteng. | Q1 FY2027 to Q2 FY2028 |
| Transaction costs and contingency | Legal, due diligence, tax and corporate advisory costs of the transaction, plus an unallocated contingency of approximately 2% of the raise. | On closing |
No portion of the proceeds will be applied to settle shareholder loans, to fund a founder secondary, to repay existing debt, or to acquire any business. The subscription is entirely primary capital and enters the Company's balance sheet. The directors regard this as a material term and are prepared to warrant it.
How the subscriber realises value, ranked by the directors' assessment of likelihood.
| Route | Likely timing | Probable acquirer or mechanism | Assessment |
|---|---|---|---|
| Trade sale to a strategic acquirer | FY2032 – FY2034 | A European or Asian equipment manufacturer seeking direct African distribution and installed-base access; a diversified African industrial group; or an international energy services business entering the market. | Most likely. Manufacturers consistently pay a premium for a captive installed base and a maintained fleet, both of which this plan builds deliberately. |
| Sale to an infrastructure or energy transition fund | FY2031 – FY2035 | A fund attracted primarily by the contracted Solar-as-a-Service fleet and the maintenance annuity. | Likely, and the route most sensitive to the size of the owned asset fleet at the point of sale. |
| Private equity secondary | FY2031 – FY2033 | A growth or mid-market fund acquiring the incoming investor's stake. | Available at most points; typically prices below a strategic sale. |
| Listing on the JSE AltX or Main Board | FY2035+ | Initial public offering once revenue and governance maturity support it. | Possible but not planned for. Requires scale and market conditions the directors will not forecast. |
| Management buyout | Any time from FY2032 | Repurchase funded from accumulated cash flow and acquisition debt. | A fallback, not a plan. Priced at independent valuation under the shareholders' agreement. |
The characteristics that determine the exit multiple are built deliberately from FY2027, not assembled in the year before a sale:
The shareholders' agreement will provide for a coordinated exit process from FY2031, with drag-along at 75% approval and full tag-along for minorities. The founders' lock-up expires at month 36, after which their interests and the subscriber's are aligned in timing and price. The directors regard a trade sale in the FY2032 to FY2034 window as the central expectation, and have built the business accordingly.
The first twenty-four months, against which management should be measured.
| Quarter | Milestone | Accountable | Success measure |
|---|---|---|---|
| Q1 | Transaction closing; funds received; board reconstituted; investor director appointed | CEO / CFO | Funds cleared; amended MOI lodged |
| Q1 | Treasury policy adopted; forward cover programme established | CFO | 75% cover on all committed exposure |
| Q1 | First container-scale import order placed under new working capital | Supply Chain Director | Landed cost per watt reduced 6% against FY2026 |
| Q2 | Kempton Park branch opened; premises, racking, stock and team | COO | Branch operational; first Gauteng installation commissioned |
| Q2 | HR Director appointed; apprenticeship programme designed and SETA-registered | COO | First intake of twelve enrolled |
| Q3 | ERP extended to multi-branch inventory and field service | CFO | Live in both branches; stock accuracy above 98% |
| Q3 | Engineering team expanded; design review protocol implemented | Technical Director | Second signature on all systems above 250 kWp |
| Q4 | Maintenance contract product launched to the installed base | Commercial Director | 55% attach rate on FY2027 installations |
| Q4 | FY2027 external audit commenced | CFO | Unqualified opinion; no material weaknesses |
| FY2027 | Deliver 11.5 MW commercial and 380 residential systems | COO | Revenue ; EBITDA |
| Quarter | Milestone | Accountable | Success measure |
|---|---|---|---|
| Q1 | Pinetown branch opened, KwaZulu-Natal | COO | Operational within budget; Durban port entry established |
| Q1 | Head of Asset Finance appointed | CFO | Solar-as-a-Service structure and project debt term sheet agreed |
| Q2 | Second and third apprenticeship intakes | HR Director | 36 apprentices in programme |
| Q2 | Employee share ownership trust established | CEO / Board | 12% of shares in trust; B-BBEE scorecard improvement verified |
| Q3 | Distribution channel expanded to 40 accredited independent installers | Commercial Director | Distribution revenue of |
| Q3 | ISO 9001:2015 certification achieved | Technical Director | Certificate issued |
| Q4 | Solar-as-a-Service pipeline of 2 MW contracted for FY2029 commissioning | Commercial Director | Executed power purchase agreements with credit-approved offtakers |
| FY2028 | Deliver 17.0 MW commercial and 580 residential systems | COO | Revenue ; EBITDA |
Of everything listed above, two items determine whether the FY2029 numbers are achievable. The Kempton Park branch reaching contribution break-even within eight months establishes whether the branch model replicates — and if it does, Pinetown and Gqeberha follow with far less risk. The first apprenticeship intake completing establishes whether the Company can manufacture its own installation capacity rather than compete for it. Both fall in FY2027. Both should be reported to the board monthly.
Downside, base and upside cases carried through to investor outcome.
| Downside case | Base case | Upside case | |
|---|---|---|---|
| Narrative | Branch rollout delayed by two quarters; installer shortage caps crew growth; volume 20% below plan and gross margin 1.5 percentage points lower | The plan as presented in Sections 30 to 37 | Tariff escalation exceeds 9%; commercial demand accelerates; volume 10% above plan and gross margin 1.5 points higher |
| FY2031 revenue | |||
| FY2031 EBITDA | |||
| FY2031 EBITDA margin | 8.0% | 11.4% | 13.6% |
| Equity value at 7.0× EBITDA | |||
| Investor share at 25% | |||
| Multiple of invested capital (5 years) | 1.75× | 3.22× | 4.26× |
| Internal rate of return (5 years) | 11.8% | 26.3% | 33.6% |
The directors' subjective assessment is a 25% probability of the downside case, 55% of the base case and 20% of the upside case. On that weighting the expected five-year multiple of invested capital is approximately 3.06×. These probabilities are judgements, not calculations, and a prospective investor should substitute its own.
None of the three cases above involves failure, because none of them tests the two things that would cause it. The plan fails if (a) the rand depreciates sharply and the Company has not hedged, destroying gross margin on committed contracts, or (b) the Company cannot recruit and train installation crews fast enough and the fixed overhead of a national branch network sits against regional volume. Both are addressed in Section 26. Neither is fully eliminated by capital, which is why they are stated here rather than left to the risk table.
Technical, financial and regulatory terms used in this document.
| Term | Definition |
|---|---|
| B-BBEE | Broad-Based Black Economic Empowerment, the South African transformation framework |
| Certificate of Compliance | Statutory certificate confirming an electrical installation meets safety standards |
| C&I | Commercial and industrial market segment |
| Degradation | Annual reduction in module output, typically 0.4 to 0.6% per year |
| DSCR | Debt service cover ratio: cash available for debt service divided by interest plus principal |
| EBITDA | Earnings before interest, taxation, depreciation and amortisation |
| EPC | Engineering, procurement and construction — turnkey project delivery |
| Grid-tied | A system connected to and synchronised with the utility network |
| Hybrid inverter | An inverter managing solar generation, battery storage and grid supply |
| IRR | Internal rate of return: the discount rate at which net present value equals zero |
| kWp / MWp | Kilowatt-peak / megawatt-peak: rated output under standard test conditions |
| LFP | Lithium iron phosphate battery chemistry |
| Levelised cost of energy | Lifetime cost divided by lifetime generation, expressed per kWh |
| Term | Definition |
|---|---|
| MOIC | Multiple of invested capital: total proceeds divided by amount invested |
| NERSA | National Energy Regulator of South Africa |
| NRS 097-2-1 | South African standard governing embedded generator grid connection |
| NTCSA | National Transmission Company of South Africa |
| P50 / P90 | Yield estimates with 50% and 90% probability of being exceeded |
| Performance ratio | Actual output as a percentage of theoretical output; a system health measure |
| PPA | Power purchase agreement: a contract to buy electricity at an agreed tariff |
| PV GreenCard | South African installer accreditation for photovoltaic installations |
| REIPPPP | Renewable Energy Independent Power Producer Procurement Programme |
| Section 12B | Income Tax Act provision permitting 100% year-one deduction of qualifying PV assets below 1 MW |
| SSEG | Small-Scale Embedded Generation |
| Specific yield | Annual energy produced per unit of installed capacity, in MWh/MW |
| String | A series-connected group of photovoltaic modules |
| WACC | Weighted average cost of capital |
All amounts are stated in nominal terms. The financial year ends on the last day of February; FY2027 refers to the year ending 28 February 2027. Percentages are calculated on unrounded figures and may not recompute exactly from the rounded amounts displayed. Totals may differ from the sum of components by immaterial rounding amounts. Where United States Dollar amounts are displayed, they are converted at a fixed rate of R18.50 to US$1.00 for presentation only.
The documents that sit behind this plan, available on request under the confidentiality undertaking.
| Ref | Annexure | Contents | Status |
|---|---|---|---|
| A1 | Curricula vitae — directors and senior management | Full CVs for the seven individuals summarised in Section 24, with qualifications, professional registrations and verifiable employment history | Available |
| A2 | Certificate of incorporation and memorandum of incorporation | CIPC registration, shareholding register and the proposed amended MOI giving effect to this transaction | Available |
| A3 | Audited annual financial statements | Three prior financial years, together with the current-year management accounts to the most recent month end | Available |
| A4 | Equipment supplier quotations and terms | Written quotations from three tier-one module manufacturers, two inverter manufacturers and one battery manufacturer, with pricing, allocation and payment terms | Available |
| A5 | Signed customer contracts and order book | Executed contracts and letters of intent comprising the opening pipeline, with values, expected commissioning dates and payment terms | Available |
| A6 | Accreditations and certifications | Electrical contractor registration, PV GreenCard accreditation, installer certifications and the ISO 9001 implementation plan | Available |
| A7 | Insurance schedules | Contract works, public liability, professional indemnity, goods in transit, marine cargo and directors' and officers' cover, with sums insured | Available |
| A8 | Lease agreements | Cape Town warehouse lease and the Gauteng and KwaZulu-Natal heads of terms underlying the branch cost assumptions in Section 22 | Available |
| A9 | Trade finance facility letter | Facility agreement, limit, pricing, security and covenant schedule underlying Section 39 | Available |
| A10 | Financial model | The integrated model from which every figure in Sections 28 to 40 derives, in editable form with assumptions unlocked | Available |
| A11 | Market research report | Full instrument, sample frame, response data and cross-tabulations underlying Sections 4 to 6 | Available |
| A12 | B-BBEE verification certificate | Current certificate, scorecard breakdown and the improvement plan described in Section 25 | Available |
Eighteen years in electrical contracting and renewable energy, including nine years leading a commercial EPC business through the 2019–2024 load-shedding cycle. Registered Professional Engineer. Full CV at Annexure A1.
Chartered Accountant (SA) with eleven years in manufacturing and import-led businesses, including foreign exchange and trade finance management across three currencies. Full CV at Annexure A1.
Fourteen years in construction and installation operations, latterly responsible for a multi-branch field workforce of over two hundred. Full CV at Annexure A1.
Registered Professional Engineer with twelve years in photovoltaic system design, including structural assessment, yield modelling and grid-tie compliance across commercial and industrial installations. Full CV at Annexure A1.
Sixteen years in business-to-business capital equipment sales, with a background in consultative selling to financial directors. Full CV at Annexure A1.
Two independent non-executive directors are to be appointed following completion, one of whom will chair the audit and risk committee. The incoming investor is entitled to nominate one board seat, as described in Section 25.
All annexures listed above are held in a secure data room. Access is released to a prospective investor on countersignature of the confidentiality undertaking accompanying this document. The financial model at Annexure A10 is provided in editable form specifically so that a prospective investor can vary the assumptions and satisfy themselves that the outputs in Sections 28 to 40 follow from them.
The process from expression of interest to closing.
| Stage | Duration | Responsibility |
|---|---|---|
| Review of this business plan and initial questions | 1 – 2 weeks | Investor |
| Management presentation and site visit to Cape Town operations | 1 week | Company |
| Non-binding expression of interest and outline terms | 1 week | Investor |
| Data room opened; confirmatory due diligence — financial, legal, technical, tax | 4 – 6 weeks | Both |
| Negotiation of subscription and shareholders' agreements | 2 – 3 weeks | Both |
| Conditions precedent fulfilled; regulatory clearance if required | 2 – 4 weeks | Both |
| Closing and payment of subscription proceeds | 1 week | Both |
| Total indicative period | 12 – 18 weeks |
This document has been written to be read sceptically. Where an assumption is aggressive, it is identified as such. Where a risk is unresolved, it is stated rather than mitigated with language. Where a valuation method flatters the Company, its limitations are set out alongside it.
The directors have taken this approach because the business being described is not speculative. It sells a product with a four-year payback into a market that has already built nine gigawatts without any assistance from this Company or any other. The opportunity does not need to be oversold, and overselling it would only make the parts that genuinely require judgement harder to find.
Sipho Ndlovu
Chief Executive Officer
Solar Smart Energy (Pty) Ltd
Unit 14, Montague Park
Montague Gardens, Cape Town, 7441
Anneke du Toit CA(SA)
Chief Financial Officer
Solar Smart Energy (Pty) Ltd
Registration 2019/447281/07
This business plan was prepared with the assistance of Business Plan Hub, Cape Town. It is a specimen document prepared to demonstrate deliverable quality; the company, individuals, professional firms and financial information described in it are illustrative and do not represent any actual entity.