Strawberry Cultivation

February 2024 marked a key development for Mr. Giorgi Kvaratskhelia, who received a highly attractive offer to lease a previously inactive greenhouse complex dedicated to strawberry farming. Recognizing its strategic value, he signed an investment agreement with OSS HOLDING— an established company with a large client base and a strong presence in food product sales across the Georgian and Caucasus markets — to restart and operate the greenhouse facility.

Following successful negotiations throughout 2024, Mr. Kvaratskhelia reached an agreement with the previous owner for a full acquisition of the company. This process culminated in November 2024, when he formally completed the purchase of 100% of the company's shares, securing full ownership and operational control of OSS HOLDING.

Agro-Farm, operated by OSS HOLDING, is a high-potential agribusiness focused on growing premium-quality Sensation strawberries year-round using geothermal greenhouse technology. This sustainable model enables consistent harvests, reduces heating costs, and allows for efficient production aligned with modern agricultural standards.

The company currently operates a fully functional 1-hectare greenhouse and plans to lease another 2-hectare greenhouse. The company currently operates at full sales capacity, successfully distributing 100% of its agricultural output without inventory surplus. This strong market position has been further reinforced through long-term letters of intent executed with all principal buyers referenced in Section 4.

These binding agreements establish a strategic framework for tripling sales volumes while maintaining existing commercial terms. The contracts serve to:

· Ensure guaranteed off-take for expanded production capacity

· Preserve current pricing mechanisms

· Formalize mutual growth commitments

· Ensure market stability through multi-year terms

The expansion initiative corresponds with the company's scaled production capabilities and rigorous quality control systems, enabling increased output volumes while consistently meeting premium product standards.

Georgia offers a highly attractive 0% corporate income tax rate on retained earnings. This policy significantly enhances business profitability and investment appeal by allowing companies to reinvest their full pre-tax profits back into growth and operations.

Georgia’s VAT exemption on strawberry production further improves the business margin structure.

Activities

OSS HOLDING operations span the entire supply chain, from cultivation to distribution:

· Controlled-environment strawberry cultivation

· Geothermal heating for year-round energy-efficient production

· Post-harvest processing and sustainable packaging

Greenhouse-based production does not require a specific agricultural license under Georgian law. The site operates in full compliance with environmental and sanitary regulations and is registered under Cadastral No. 43.20.41.300.

Operational Characteristics and Seasonality

Thanks to geothermal heating, OSS HOLDING operates continuously throughout the year, unlike traditional seasonal berry farms. This provides a major advantage in terms of consistency in revenue and long-term client relationships.

Key operational characteristics:

· Climate-controlled greenhouses ensure 12-month production

· Fully drip-irrigated substrate cultivation

· Locally sourced peat and organic fertilizers

· Imported seedlings of the Sensation variety with high yield and market value

Typical cycle:

· Seedlings replaced every 4 months (3 times a year)

· Harvest cycles begin 60 days after planting and continue for approximately 60 days.

· Each hectare supports approx. 180,000 plants per year

Production and planning are managed by an experienced agronomist and technical team.

Labor and HR Requirements

The company operates with a lean but highly efficient workforce, combining permanent agronomy staff with seasonal labor during peak months. Key staff roles include:

· Agronomist / Production Manager

· Greenhouse Operations Supervisor

· Sales and Logistics Coordinator

Currently, 15 seasonal workers work per 1 hectare; expansion by 2 hectares will require the involvement of an additional 30 seasonal workers.

Training and workforce development are a core part of the strategy, with plans to implement Standard Operating Procedures (SOPs) for all critical functions. The use of geothermal systems and automated irrigation reduces the need for large staff numbers, optimizing cost-efficiency.

Product range

The main product is premium-grade Sensation strawberries, recognized for their sweetness, durability during transportation, and market appeal. The company will introduce quality differentiation.

· Grade A: High-end retailers, domestic supermarkets and foodservice — 237,492 kg (≈ 73.3% of gross harvest)

· Grade B: Approximately 54,108 kg (≈ 16.7% of gross harvest) — directed to processing at €4.50/kg

Strawberries are considered high-liquidity products due to year-round demand and short shelf life, ensuring quick sales turnaround. Backup plans include selling surplus to processing plants and juice manufacturers at reduced margins if needed.

Collaterals

Valuation and Coverage