-------------------------------------------------------------------------------- DOCUMENT CONTROL (HEADER) -------------------------------------------------------------------------------- Document ID : DARX_LEG_STRUCTURE_001 Title : Business Plan Addendum — DARM Legal Structure and Aggregator Designation Version : 1.0 Status : Active Classification : Confidential — Internal Use Only Owner : PYB / Daralbeida Date Created : 2026-05-01 Department : LEG Style : BPGP Group : Daralbeida™ — Business Plan -------------------------------------------------------------------------------- ================================================================================ DOCUMENT OUTLINE ================================================================================ 1. Terminology Note — "Procurement Company" vs. "Aggregator" 2. Entity Overview — Daralbeida Maroc SARL (DARM) 3. Sourcing and Purchasing 4. Quality Control 5. Agricultural Aggregation — Law No. 04-12 5.1 Legal Framework 5.2 Tier A — Flat-Rate Aggregation Bonus 5.3 Tier B — Preferential-Rate Equipment Subsidy 5.4 Additional Benefits of Aggregator Status 5.5 Approval Process 5.6 Compatibility with Single-Estate Brand Positioning 5.7 Growth Potential of the Aggregator Structure 6. Compliance and Export Documentation 7. Formation 8. Investor Narrative 9. Key Reference Data — DARM ================================================================================ 1. TERMINOLOGY NOTE — "PROCUREMENT COMPANY" VS. "AGGREGATOR" ================================================================================ Both terms apply to Daralbeida Maroc SARL, but in distinct contexts. AGGREGATOR (agrégateur) This is a formal Moroccan legal category under Law No. 04-12 on Agricultural Aggregation. Daralbeida Maroc SARL is designated as an agrégateur. This designation is not descriptive — it is a Ministry-approved operational classification that carries defined legal obligations, contracted producer relationships, and access to State subsidies from the Fonds de Développement Agricole (FDA). Use this term in regulatory filings, subsidy dossiers, ONSSA correspondence, DPA interactions, and any document addressed to Moroccan authorities. PROCUREMENT COMPANY (société d'approvisionnement / sourcing entity) This is a functional descriptor, not a Moroccan legal category. It accurately describes what DARM does from the perspective of an English-speaking investor, B2B counterpart, or supply chain audience: DARM sources, qualifies, purchases, and supervises quality control of olive oil on behalf of the Daralbeida brand. Use this term in investor decks, B2B pitch materials, supply chain documentation for US counterparts, and any context where plain Anglo-Saxon commercial language is more appropriate than Moroccan agricultural law terminology. COMBINED USE IN THE BUSINESS PLAN Both descriptors can coexist. The recommended formulation for the business plan is: "Daralbeida Maroc SARL is the Moroccan procurement entity and registered agricultural aggregator (agrégateur) under Moroccan Law No. 04-12." This surfaces the institutional credibility of the aggregator designation while providing an immediately intelligible functional label for non-Moroccan readers. ================================================================================ 2. ENTITY OVERVIEW — DARALBEIDA MAROC SARL (DARM) ================================================================================ Daralbeida Maroc SARL is the Moroccan operating entity. It is the entity through which Daralbeida establishes a legal, contractual, and physical presence in Morocco. It negotiates and signs purchasing agreements with olive estates and mills, supervises packing operations on site, manages the full compliance and export documentation chain, and runs continuous quality control at source. Without this entity, Daralbeida would be operating in Morocco informally — as a foreign buyer placing orders at arm's length. The SARL gives the brand legal standing in Morocco, protects the sourcing relationships through enforceable contracts under Moroccan law, and allows Daralbeida to employ or retain local staff and service providers directly. Critically, Daralbeida Maroc SARL is designated as an agricultural aggregator (agrégateur) under Moroccan Law No. 04-12 on Agricultural Aggregation. This designation is not a structural change to the SARL itself — it is a formal operational classification that unlocks a distinct set of government subsidies and supply chain advantages described in full in Section 5 below. DARM's position in the three-entity structure: Daralbeida Holdings LLC (Delaware) └── Daralbeida Maroc SARL (Casablanca) ← DARM └── Daralbeida Brands LLC (California) DARM operates entirely on the Moroccan side of the supply chain. It hands goods to the freight forwarder on FOB Casablanca terms. Daralbeida Brands LLC receives finished, certified, export-ready product. The purchasing agreement, quality supervision, and export documentation are all managed at the DARM level before goods leave Morocco. ================================================================================ 3. SOURCING AND PURCHASING ================================================================================ Daralbeida Maroc SARL negotiates and executes all purchasing agreements with suppliers. This includes: - Formal aggregation contracts with olive producers (agrégés) under Law No. 04-12, organized around a certified anchor pressing facility. These contracts carry legal weight under Moroccan agricultural law. - Processing contracts with ONSSA-certified mills. ONSSA agrément status is an eliminatory criterion: any mill without a current, verifiable ONSSA approval number is disqualified at the first stage of supplier evaluation. - Supervision of packing operations on site to ensure volume, labeling, and physical handling standards are met before goods are sealed and prepared for export. DARM is the filing entity for all export documentation. It acts as the registered aggregator-exporter, citing the producer's ONSSA registration number and facility agrément in all application dossiers. Producers do not file independently. ================================================================================ 4. QUALITY CONTROL ================================================================================ Quality control at the Moroccan level is Gate 1 of a two-gate system. Daralbeida Maroc SARL operates a CDR OxiTester Junior device at source to run rapid analysis on each lot before it leaves Morocco. Gate 1 thresholds (eliminatory): FFA (free fatty acid): at or below 0.5% Peroxide value: at or below 12 meq O2/kg Polyphenol content: at or above 500 mg/kg Any lot that fails these thresholds is rejected before shipment. Gate 2 occurs in the United States: an accredited third-party laboratory analysis (Eurofins CAL via oliveoiltest.com, drop-off available in Salinas, CA) issues a US Certificate of Analysis on each arriving lot. This confirms quality claims made at origin and provides documentation for premium marketing claims. GATE 0 — WITNESSED AT-SOURCE READING Gate 0 is a witnessed CDR OxiTester reading conducted by DARM personnel at the producer's mill, on the specific tank designated for the Daralbeida production campaign, before that tank is sealed and transported. Gate 0 closes the chain-of-custody gap between the qualification sample submission and the production lot. It is a campaign-level step, not a qualification-phase step. Both Gate 0 and Gate 1 must pass. Gate 0 PASS / Gate 1 FAIL = hard rejection. SINGLE-ESTATE BOTTLING WITHIN THE AGGREGATOR STRUCTURE The aggregation framework governs DARM's sourcing and subsidy infrastructure. It does not determine what is bottled under the Daralbeida brand. Lots are tracked individually by producer, grove, and harvest date through the DAB-LOT record system. Daralbeida selects which lot or lots meet the quality threshold and brand profile — and only those are bottled as Daralbeida. Remaining volume is sold in bulk or to the local market. The single-estate claim is sustained by lot-level traceability, not by exclusive sourcing from a single producer. ================================================================================ 5. AGRICULTURAL AGGREGATION — LAW NO. 04-12 ================================================================================ 5.1 LEGAL FRAMEWORK --------------------- Moroccan Law No. 04-12 on Agricultural Aggregation establishes a formal category of agricultural operator — the agrégateur — that contracts with multiple small producers (agrégés), provides them with technical support, guaranteed purchase commitments, and market access, and organizes their production around a shared processing or marketing infrastructure. For olive oil, the canonical model is an aggregator contracting olive farmers and anchoring the network around a certified cold-press mill. Daralbeida Maroc SARL is structured precisely on this model. Aggregation projects must be submitted to and approved by the Ministry of Agriculture before any subsidized investment commences, under Joint Orders No. 2410-19 and No. 2411-19 of October 28, 2019. Once approved, the aggregator becomes eligible for two tiers of State financial support from the Fonds de Développement Agricole (FDA). 5.2 TIER A — FLAT-RATE AGGREGATION BONUS ------------------------------------------ A per-hectare State payment made directly to the aggregator as a contribution toward technical support, agronomic advisory, and coordination services provided to contracted producers. Olive aggregation around a pressing/crushing unit: 675 MAD per hectare Olive aggregation for table olive production: 225 MAD per hectare The 675 MAD/ha rate applies to Daralbeida's model (export EVOO with a pressing unit as the aggregation anchor). This is a direct cash payment from the Moroccan State to Daralbeida Maroc SARL, paid post-approval against documentation. Illustrative scale: Contracted Area Flat-Rate Payment (675 MAD/ha) ~USD Equivalent --------------- ------------------------------ --------------- 100 hectares 67,500 MAD ~USD 6,750 500 hectares 337,500 MAD ~USD 33,750 2,000 hectares 1,350,000 MAD ~USD 135,000 5.3 TIER B — PREFERENTIAL-RATE EQUIPMENT SUBSIDY -------------------------------------------------- In addition to the flat-rate bonus, approved aggregation projects receive a preferential-rate subsidy (higher than the standard FDA rate for non-aggregation projects) for: - Agricultural and agro-industrial machinery and equipment, including cold-press machinery and bottling equipment at the aggregator's facility. - Drip irrigation systems and supplemental irrigation infrastructure across the contracted producer network. Standard FDA grants cover up to 80–100% of drip irrigation conversion costs for small and medium farms. Aggregation projects receive a preferential rate on top of this baseline. Exact Tier B percentages require DPA consultation per Joint Order No. 2411-19. 5.4 ADDITIONAL BENEFITS OF AGGREGATOR STATUS ---------------------------------------------- Tamwil El Fellah producer financing: Small producers enrolled in an approved aggregation project become eligible for Tamwil El Fellah meso-credit loans (5–10% interest, no mortgage collateral required), using the Daralbeida guaranteed purchase contract as partial credit basis. This allows contracted growers to finance their own grove improvements without Daralbeida advancing working capital. ONSSA facilitated access: Aggregators operating approved projects receive facilitated access to ONSSA certification for their anchor processing facility. IS corporate tax exemption: Daralbeida Maroc SARL pays zero Moroccan corporate tax on agricultural income below 5,000,000 MAD turnover — the permanent agricultural exemption under the Moroccan General Tax Code. Above that threshold, a capped rate of 20% applies unconditionally. VAT zero-rating: Exported olive oil is zero-rated for Moroccan VAT. Agricultural machinery and equipment purchased in the first 36 months of activity is also zero-rated. Input VAT on packaging materials used in export production is recoverable. Professional tax exemption: As a newly incorporated Moroccan company, Daralbeida Maroc SARL is exempt from the taxe professionnelle for five years from commencement of activity. Interprolive membership: As a registered aggregator, Daralbeida Maroc SARL becomes eligible to join Interprolive (Moroccan Interprofessional Olive Oil Federation), gaining access to the sector's 2030 program contract mechanisms, quality certification programs, and co-investment in processing infrastructure. 5.5 APPROVAL PROCESS ---------------------- Before any FDA-subsidized investment is made, an aggregation project dossier must be submitted to the relevant Provincial Directorate of Agriculture (DPA) or Regional Office for Agricultural Development (ORMVA) for Ministry pre-approval. The dossier must include: - List of contracted producers (agrégés) with individual landholding areas - Total contracted hectarage and production targets - Identification of the anchor pressing/crushing unit (ONSSA-certified mill) - Technical support and quality protocol to be provided to producers - Marketing plan demonstrating the export channel and off-take capacity Post-approval, aggregation contracts with each producer are executed. Subsidy claims are filed post-investment with the DPA against invoices and site inspection reports. Disbursement timeline: typically 6–18 months from claim submission. Registration as an agricultural aggregator under Law No. 04-12 is a separate step from SARL formation. It is initiated through the relevant Provincial Directorate of Agriculture after the SARL is incorporated and the aggregation project dossier is prepared. SARL formation and aggregator registration can proceed in parallel once the aggregation project design is finalized. 5.6 COMPATIBILITY WITH SINGLE-ESTATE BRAND POSITIONING -------------------------------------------------------- The aggregation structure governs the sourcing and subsidy infrastructure. It does not govern what is bottled under the Daralbeida brand. Daralbeida Maroc SARL may contract 20 or 50 agrégés across 300 or 2,000 hectares. Each producer's lot is tracked separately through the DAB-LOT record system (producer ID, grove, harvest date, Gate 1 QC results). Daralbeida selects which lot meets the quality and profile criteria and bottles that lot as single-estate Daralbeida EVOO. The remaining volume is sold in bulk or on the local market. The single-estate claim is sustained by lot-level traceability. The aggregator structure provides supply security, cost reduction, and State support — none of which are visible to or relevant for the consumer. 5.7 GROWTH POTENTIAL OF THE AGGREGATOR STRUCTURE -------------------------------------------------- The aggregator model transforms Daralbeida Maroc SARL from a passive buyer into a structured supply chain operator with defined legal standing, contracted producer loyalty, government financial backing, and institutional access. SUPPLY SECURITY Morocco's olive production is highly volatile: 190,000 MT in 2021/22 collapsed to 90,000 MT in 2024/25 due to drought. A single-estate exclusive sourcing arrangement exposes Daralbeida entirely to that estate's harvest outcome in any given year. An aggregation network of 10–50 producers across multiple micro-climates and irrigation regimes distributes this risk materially. In any drought year, Daralbeida can select the best-performing lots from the network rather than being constrained to one source. VOLUME SCALABILITY Year 1 targets 4,000 units. Year 2–3 targets 10,000–20,000 units. A single-estate model has a natural ceiling determined by that estate's annual output. The aggregator network scales without changing the brand architecture: more producers are contracted under the same legal and quality framework, volume increases, and the single-estate bottling selection continues from a larger qualifying pool. The FDA subsidies scale with hectarage — the more area contracted, the larger the Tier A payment — meaning the financial incentive grows alongside the business. ================================================================================ 6. COMPLIANCE AND EXPORT DOCUMENTATION ================================================================================ Daralbeida Maroc SARL manages the full export compliance chain on the Moroccan side. This includes: - ONSSA agrément verification for each supplier, cross-checked against the official ONSSA approved establishment list. - Phytosanitary certificate, issued by ONSSA per shipment, certifying plant health compliance. - ONSSA health certificate (Certificat Sanitaire à l'Exportation): obtained per production lot or campaign, not per shipment. No shipment may depart without a valid, unexpired certificate on file. DARM is the filing entity, citing the producer's ONSSA registration number and facility agrément. - Export license, mandatory for EVOO exports from Morocco since 2023. - VoC (Verification of Conformity) certificate issued through MCINET, Morocco's Ministry of Industry. - Foodex / EACCE coordination for export promotion documentation and statistical reporting. - Certificate of Origin from the Moroccan Chamber of Commerce — required to claim the 0% MAFTA preferential tariff rate (SPI "BH") on the US side. - Coordination with Douane (Moroccan Customs) for export clearance. ================================================================================ 7. FORMATION ================================================================================ A SARL (Société à Responsabilité Limitée) is the standard Moroccan limited liability company structure, equivalent to an LLC. Formation requires engagement of a Moroccan corporate attorney based in Casablanca. Typical formation timeline is four to eight weeks. Ownership of the SARL should be structured through Daralbeida Holdings LLC, or alternatively held directly by the founder, depending on advice from the Moroccan attorney regarding foreign-ownership rules and tax treatment. Formation sequence in context: STEP 1 — Daralbeida Holdings LLC (Delaware) Form first. STEP 2 — Daralbeida Brands LLC (California) Wholly-owned subsidiary. STEP 3 — Daralbeida Maroc SARL (Casablanca) 4–8 weeks via Moroccan corporate attorney. STEP 4 — Agricultural Aggregator Registration Concurrent with or (DPA, under Joint Orders No. 2410-19 immediately following and No. 2411-19) SARL formation. DARM must be formed before any purchasing agreements are signed with Moroccan suppliers, so contracts are executed by the correct legal entity. No FDA-subsidized investment may commence before Ministry pre-approval of the aggregation dossier. ================================================================================ 8. INVESTOR NARRATIVE ================================================================================ An aggregator-structured Moroccan SARL with Ministry-approved supply contracts, documented FDA subsidy income, zero corporate tax on agricultural income, and a multi-producer quality-controlled network is a meaningfully more investable asset than an informal foreign buyer arrangement. It demonstrates institutional credibility in the source market, defensible supply chain architecture, and a cost structure that improves with scale — all of which are due diligence requirements for any seed or Series A investor evaluating a premium food import business. The functional descriptor "procurement company" provides the plain-language entry point for investor or B2B audiences unfamiliar with Moroccan agricultural law. The formal aggregator designation then provides the institutional depth: Ministry approval, State subsidy income, producer loyalty contracts, and tax advantages are all quantifiable and auditable, and they meaningfully differentiate DARM from an informal sourcing arrangement. ================================================================================ 9. KEY REFERENCE DATA — DARM ================================================================================ Entity name Daralbeida Maroc SARL Internal abbreviation DARM Jurisdiction Morocco (Casablanca) Legal form SARL Formation timeline 4–8 weeks via Moroccan corporate attorney Aggregator designation Law No. 04-12 on Agricultural Aggregation Governing joint orders No. 2410-19 and No. 2411-19 (Oct 28, 2019) Subsidy authority Fonds de Développement Agricole (FDA) Approval body Provincial Directorate of Agriculture (DPA) or ORMVA Tier A subsidy rate (EVOO) 675 MAD per contracted hectare Tier B subsidy Preferential rate — DPA consultation reqd. IS corporate tax (agricultural) 0% below 5,000,000 MAD turnover 20% capped above threshold Professional tax exemption 0% for first 5 years post-incorporation VAT on exported EVOO Zero-rated Tamwil El Fellah financing 5–10% interest, no mortgage collateral Gate 1 QC thresholds FFA ≤0.5% · Peroxide ≤12 meq O2/kg Polyphenols ≥500 mg/kg FOB handoff point Casablanca Functional descriptor (EN) Procurement company / sourcing entity Functional descriptor (FR) Société d'approvisionnement / agrégateur Moroccan legal designation Agrégateur agricole (Law No. 04-12) ================================================================================ END OF DOCUMENT — 20260501 DAB BP ADD DARM LEGAL STRUCTURE May 2026 · Confidential · Internal Use Only ================================================================================