Introduction to Delta Corp

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Delta Corp

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Delta Corp

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Transportation

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September 2023

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#1DELTA CORP HOLDINGS LIMITED September 2023 | Introduction#2FORWARD LOOKING STATEMENTS & DISCLAIMER Presentation Disclaimer This presentation (the "Presentation") is for informational purposes only with respect to the proposed business combination between Delta Corp Holdings Limited ("Delta") and Coffee Holding Co., Inc. ("Coffee"), Delta Corp Holding Limited, a Cayman Islands exempted company ("Pubco"), shareholders of Delta and the parties thereto, and which we refer to as the "Business Combination." This Presentation is not any recommendation relating to the voting, purchase or sale of any security or as to any other matter by Delta, Coffee, Pubco or any other person. This Presentation does not purport to contain all of the information that may be required to evaluate the Business Combination and is not intended to form the basis of any investment decision by the recipient and does not constitute investment, tax, financial or legal advice. No representation or warranty, express or implied, is or will be given by Delta, Coffee, Pubco or any of their respective affiliates, directors, officers, employees or advisers or any other person as to the accuracy or completeness of the information in this Presentation. None of Delta, Coffee or Pubco assume any obligation to update the information in this Presentation. Information contained in this Presentation (i) is preliminary in nature and is subject to change, and any such changes may be material and (ii) should be considered in the context of the circumstances prevailing at the time and has not been, and will not be, updated to reflect material developments which may occur after the date of this Presentation. To the fullest extent permitted by law, in no circumstances will Delta, Coffee or Pubco or any of their respective subsidiaries, stockholders, affiliates, representatives, partners, directors, officers, employees, advisers or agents be responsible or liable for any direct, indirect or consequential loss or loss of profit arising from the use of this Presentation, its contents, its omissions, reliance on the information contained within it or on opinions communicated in relation to or otherwise arising in connection with the foregoing or this Presentation. Additional Information and Where to Find It Pubco has filed with the U.S. Securities and Exchange Commission (the "SEC") a registration statement on Form F-4 (as may be amended from time to time, the "Registration Statement"), which includes a preliminary proxy statement of Coffee and a preliminary prospectus of Pubco with respect to Pubco's securities to be issued in connection with the Business Combination, and certain related documents, in connection with a meeting of stockholders of Coffee to vote on the approval of the Business Combination and related matters. The Registration Statement has not been declared effective by the SEC. After the Registration Statement has been declared effective, a definitive proxy statement and other relevant documents will be mailed to Coffee shareholders as of a record date to be established for voting on the Business Combination. Securityholders of any of the parties and other interested persons are urged to read the Registration Statement, preliminary proxy statement/prospectus, and any amendments thereto, and all other relevant documents filed or that will be filed with the SEC in connection with the proposed Business Combination as they become available, because they contain important information about Delta, Coffee, Pubco and the Business Combination. Securityholders and other interested persons will also be able to obtain copies of the Registration Statement, the proxy statement/prospectus and all other relevant documents filed with the SEC by Coffee or that will be filed with the SEC by Pubco, once such documents are filed, free of charge, on the SEC's website at www.sec.gov or by directing a request to: Coffee Holding Co., Inc., 3475 Victory Boulevard, Staten Island, NY 10314, Attention: Investor Relations. Forward-Looking Information This Presentation contains "forward looking statements" within the meaning of Section 27A of the Securities Act of 1933 as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934 or the Exchange Act. September 2023 | Introduction to Delta Corp 2#3FORWARD LOOKING STATEMENTS & DISCLAIMER (con't) All statements other than statements of historical facts contained in this Presentation, including statements regarding any of Delta's, Coffee's or Pubco's strategy, future operations, future financial position, future revenue, projected costs, prospects, plans, objectives of management and expected market growth are forward looking statements. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the "forward looking statements." The words "anticipate," "believe," "could," "estimate," "expect," "intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target," "will," and similar expressions are intended to identify forward looking statements, although not all forward looking statements contain these identifying words. These "forward looking statements" are only estimations, and any of Delta, Coffee or Pubco, or all of them, may not actually achieve the plans, intentions or expectations disclosed in "forward looking statements," so you should not place undue reliance on "forward looking statements." Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward looking statements made in this Presentation. Management of Delta, Coffee and/or Pubco have based these “forward looking statements" largely on current expectations and projections about future events and trends that such persons believe may affect business, financial condition and operating results. "Forward looking statements" contained in this Presentation are made as of this date, and none of Delta, Coffee nor Pubco undertakes any duty to update such information except as required under applicable law. This Presentation contains estimates made, and other statistical data published, by independent parties relating to market size and growth and other data about industries of Delta, Coffee or Pubco, as well as by respective management's estimates. This data involves a number of assumptions and limitations and contains projections and estimates of the future performance of the industries in which Delta, Coffee and Pubco operate that are subject to a high degree of uncertainty. We caution you not to give undue weight to such projections, assumptions and estimates. Participants in Solicitation Any of Coffee, Delta, Pubco or their respective directors and executive officers, under SEC rules, may be deemed to be participants in the solicitation of proxies of Coffee's shareholders in connection with the Business Combination. Securityholders and other interested persons may obtain more detailed information regarding Coffee's directors and executive officers in Coffee's filings with the SEC, including Coffee's Annual Report on Form 10-K, and amendments thereto, and Quarterly Report on Form 10-Q, and in Pubco's filings of the Registration Statement. No Offer or Solicitation This Presentation does not constitute an offer to sell, or a solicitation of an offer to buy, or a recommendation to buy, any securities in any jurisdiction, or the solicitation of any vote, consent, proxy or approval in any jurisdiction in connection with the Business Combination or any related transactions, nor shall there be any sale, issuance or transfer of any securities in any jurisdiction where, or to any person to whom, such offer, solicitation or sale may be unlawful under the laws of such jurisdiction. This Presentation does not constitute either advice or a recommendation regarding any securities. No offering of securities shall be made except by means of a prospectus meeting the requirements of the U.S. Securities Act of 1933 or an exemption therefrom. September 2023 | Introduction to Delta Corp 3#4FORWARD LOOKING STATEMENTS & DISCLAIMER (con't) Financial Information The financial information and data contained in this Presentation is unaudited and does not conform to Regulation S-X promulgated by the SEC. In addition, Accordingly, such information and data may not be included in, may be adjusted in or may be presented differently in any proxy statement or registration statement to be filed by Pubco with the SEC. Use of Projections The projections, estimates and targets in this Presentation, if any, are forward-looking statements that are based on assumptions that are inherently subject to significant uncertainties and contingencies, many of which are beyond the control of any of Delta, Coffee or Pubco. See "Forward-Looking Statements" above. The assumptions and estimates underlying the projected, expected or target results are inherently uncertain and are subject to a wide variety of significant business, economic, regulatory, competitive, technological and other risks and uncertainties that could cause actual results to differ materially from those contained in such projections, estimates and targets. Any prospective information are for illustrative purposes only and should not be relied upon as being necessarily indicative of future results. While all projections, estimates and targets are necessarily speculative, each of Coffee, Delta and Pubco believe that the preparation of prospective information involves increasingly higher levels of uncertainty the further out the projection, estimate or target extends from the date of preparation. Accordingly, there can be no assurance that prospective results are indicative of future performance or that actual results will not differ materially from any results presented or indicated in the prospective information. The inclusion of projections, estimates and targets in this Presentation should not be regarded as an indication that any of the Delta, Coffee or Pubco, or their respective representatives, considered or consider the financial projections, estimates and targets to be a reliable prediction of future events. Neither the independent auditors of Delta nor Coffee has audited, reviewed, compiled or performed any procedures with respect to the projections for the purpose of their inclusion in this Presentation, and accordingly, neither of them expressed an opinion or provided any other form of assurance with respect thereto for the purposes of this Presentation. Trademarks This Presentation contains trademarks, service marks, trade names and copyrights of third parties, which are the property of their respective owners. The use or display of third parties' trademarks, service marks, trade names or products in this Presentation are not intended to, and do not imply, a relationship with any of Coffee, Delta or Pubco. Solely for convenience, the trademarks, service marks, trade names and copyrights referred to in this Presentation may appear without the TM, SM, Ⓡ or symbols, but such references are not intended to indicate, in any way, that any of Coffee, Delta or Pubco or the any third-party will not assert, to the fullest extent under applicable law, their rights or the right of the applicable licensor to these trademarks, service marks, trade names and copyrights. September 2023 | Introduction to Delta Corp 4#5A GLOBAL LEADER IN LOGISTICS PRIMED FOR GROWTH Revenues in 2022 Net profit in 2022 $621M $28M Tons of cargo delivered in 2022 10M Tons of fuel delivered in 2022 249,000 Employees Offices worldwide 300+ 16 September 2023 | Introduction to Delta Corp Dublin Rotterdam Copenhagen London Hamburg New York Geneva Lagos Dubai Delhi Seoul Mumbai Singapore Delta Office Locations LO 5#6FULLY INTEGRATED ONE-STOP LOGISTICS PROVIDER Delta's service offerings cover every stage of the supply chain, including transportation and route optimization, fuel and lubricant supply, and management of logistics assets International supply chain 11 Cargo & Commodity Trans-shipment Producers/Suppliers Bulk Logistics 4 Energy Logistics Asset Management September 2023 | Introduction to Delta Corp XXXXX Loading Storage Port logistics DELTA'S ROLE Ocean transportation Receiving Warehousing Stocking piling Delivery to end user 60#7FULL SERVICE THIRD-PARTY LOGISTICS PLATFORM FOR THE ENERGY, RAW MATERIALS AND AGRICULTURAL INDUSTRIES Bulk Logistics 4 Energy Logistics Asset Management Cargo aggregation Freight forwarding Route optimization Mine-to-port transportation Marine fuel supply • Land fuel supply • Lubricant supply and distribution Life cycle management Technical management Newbuilding supervision • Biofuels Risk management • Carbon credits • Credit and risk management September 2023 | Introduction to Delta Corp . • . Commodities RAHAMM Niche products or services Aggregation Bulk purchasing Coffee upon completion of the merger with Coffee Holding Corp. 7#8DELTA'S LEADERSHIP TEAM HAS A TRACK RECORD OF SUCCESS BUILDING GLOBAL BUSINESSES | Management Team Joseph Nelson Andrew Benjamin EVP, Logistics Chris Todd EVP, Energy Caroline Huot Mudit Paliwal Founder, CEO, Director NORVIC SHIPPING INTERNATIONAL LTD. CARAVEL Chief Financial Officer GASLOG N noble group BHP CREDIT SUISSE BUNGE September 2023 | Introduction to Delta Corp GP GP+ GLOBAL World Fuel Services® SVP, Asset Management Vitol Te TotalEnergies GRINDROD 00#9DELTA'S LEADERSHIP TEAM HAS A TRACK RECORD OF SUCCESS BUILDING GLOBAL BUSINESSES | Board of Directors Peter Shaerf Mudit Paliwal Elizabeth Turnbull Lelia Konyn Michelle Bockmann Chairman AMA CAPITAL PARTNERS ATLAS CORP- Founder, CEO, Director NORVIC SHIPPING INTERNATIONAL LTD. CARAVEL noble group Independent Director Independent Director PRESTON TURNBULL IND Independent Director noble group Lloyd's List September 2023 | Introduction to Delta Corp 6#10COMPANY HIGHLIGHTS Delta's multinational footprint facilitates the global trade of energy, raw materials, and agricultural products Flexible, asset light model Management team with a track record of success leading multi-billion dollar companies Strong balance sheet September 2023 | Introduction to Delta Corp DELTA CORP HOLDINGS LIMITED Focus on niche, high growth markets within the energy and raw materials markets and adjacent industries Broad portfolio of services creates "sticky" customers Technology driven risk management 10 10#11LOGISTICS PROVIDER TO SOME OF THE WORLD'S LARGEST BUSINESSES Delta's business is supported by industry leading suppliers, banks, insurers and risk managers* Customers JŚW SW Suppliers Partnerships ►STAR BULK West of England TRAFIGURA → OCBC Bank Bulk Logistics ArcelorMittal Cargill B D Pacific Basin 4 Energy Logistics CMA CGM Exxon MAERSK bp Hapag-Lloyd Please see Forward Looking Statements & Disclaimer in the front of this Presentation for information relating to third party information presented in this Presentation September 2023 | Introduction to Delta Corp DOW JONES RISK & COMPLIANCE TRACE Infospectrum Anti-Bribery Compliance Solutions INGA TOKIO MARINE 11#12BUSINESS OVERVIEW 1 BULK LOGISTICS 2 ENERGY LOGISTICS M ASSET MANAGEMENT#131 BULK LOGISTICS: ASSET LIGHT THIRD-PARTY LOGISTICS PROVIDER Delta leases transportation capacity at scale and leases it out to customers 1 Flexible, asset light business model 2 Low CapEx needs 3 Strong relationships on both ends of the value chain 4 Operational excellence with proprietary data analysis and risk management tools 5 "Full Service" approach with multiple service offerings embedded into customer's supply chain September 2023 | Introduction to Delta Corp 13#141 BULK LOGISTICS CONNECTS PRODUCERS WITH END MARKETS Cargo aggregation, parceling and route optimization along with data and technology driven decision making enhance our customer's supply chains and reduce their transportation costs Freight contracts Cargo producer Delta Corp . Base metals Industrial commodities . KEY STATISTICS End user Industrial end user 1 MT per month Avg amount of cargo delivered during FY22 324 • Power plant Granary/food processor • Agricultural products . • Intermediate capital goods • Trader • Oil and oil products Vessel • Refiner owner Customer Supplier September 2023 | Introduction to Delta Corp Transactions in FY22 O Number of vessels owned 8 Offices in Europe, the Middle East and Asia 14#152 ENERGY LOGISTICS SUPPLIES INDUSTRY LEADING FUELS, REDUCING CUSTOMERS' ENVIRONMENTAL IMPACT • ⚫ Supplier of high-quality marine fuels and lubricants • Distribution • Backed by industry leading producers Credit & risk management Price and supply risk • Hedging • Serve ARA market with 2 Physical supplier Energy leased barges transition • Thames, UK served with 1 leased barge 14.65% 13.85 Delta Digital procurement system Transparent pricing Connect • Quality control monitoring 673.27 9.38 14.38 • Seamless integration September 2023 | Introduction to Delta Corp ■ Biofuel supply ■ Carbon credit trading ■ Carbon offsetting with VERRA and Gold Standard projects KEY STATISTICS 249,000 MT of fuel delivered in FY22 1,780 Transactions in FY22 11 Offices in Europe, the Middle East and Asia 3 Leased carbon neutral barges delivering fuel in Europe 15#163) ASSET MANAGER TO OFFSHORE ENERGY AND MARITIME MARKETS Stable, recurring revenues and cash flows from "sticky" customer base ** Technical management Performance monitoring New buildings and project supervision Crew management September 2023 | Introduction to Delta Corp ASSETS UNDER MANAGEMENT KEY STATISTICS 15 5 1 7 Offshore O&G ■Merchant Vessels Onshore O&G Passenger Vessels Assets under management $841 million Market value of assets under management 4 Offices in Europe, the Middle East and Asia August 2021 Asset management business is launched 16#17GROWTH ACCELERATORS#18PUBLIC MARKETS, A CATALYST TO ACCELERATE GROWTH Cash flow and access to the debt capital markets is expected to provide opportunity for accelerated growth Targeted areas of organic growth expansion Bulk Logistics Geographic expansion Terminals/Warehousing Mine-to-port logistics 4 Energy Logistics Geographic expansion Alternative fuels (LNG, ammonia, petroleum & refined products) Carbon offsets and carbon credits - Asset Management Portfolio expansion Industry consolidator Expand services across Delta Corp EV / last mile services Բ Retail fueling stations September 2023 | Introduction to Delta Corp Lubricant manufacturing & distribution 18#19BOLT-ON ACQUISITIONS HAVE BOLSTERED DELTA'S PLATFORM Delta to continue its acquisition growth strategy to expand its service offerings NOAH SHIP MANAGEMENT VISHWAA CARRIERS GP + GP GLOBAL Zyngo THREE WHEELS UNITED Acquired in August 2021 Entrance into asset management 9 assets under management Offshore oil and gas assets and merchant vessels Acquired in September 2022 Mine-to-port transportation services in U.A.E. Full TL, LTL, and container services 50 truck fleet in operation since 2007 Acquired October 2022 24 retail fueling stations throughout Kenya, Tanzania, Uganda and Rwanda Lubricant production and distribution facility in Nigeria 1. Delta has an approximate 46% (with the option to increase to ~56%) expected ownership post-closing in Zyngo September 2023 | Introduction to Delta Corp Expected to close in Q4 2023 (1) India's greenest last- mile delivery provider for individuals and corporations 500,000+ deliveries per month via all electric fleet of 750+ electric vehicles Corporate clients include Amazon, Flipkart & Bigbasket Acquired in Q1 2023 Global tech- enhanced financier for light electric vehicles in emerging markets 4,000+ vehicles financed and $71M+ of income generated NASDAQ Impact 100 company 19#20FINANCIALS & TRANSACTION OVERVIEW#21FY 2022 FINANCIAL RESULTS Strong organic growth in revenues bolstered by bolt-on acquisitions Consolidated revenues ($M) (1) 750 Consolidated net profit ($M) 58 600 532 450 300 150 196 621 48 38 45 28 28 18 00 8 5 10 (0.3) 7 0 (2) 2019 2020 2021 2022 2019 2020 2021 1. Financial results for 2019 are for the period October through December September 2023 | Introduction to Delta Corp 2022 KEY STATISTICS $37 Million Gross profit for FY 22 6% Gross profit margin for FY 22 $28 million Profit for FY 22 4% Profit margin for FY 22 21#22FY 2022 BALANCE SHEET Strong balance sheet lays foundation for potential growth in the years ahead ($) Balance Sheet Cash and cash equivalents Trade and other receivables Other Current Assets Property, plant and equipment As of December 31, As of December 31, As of December 31, 2022 2021 2020 (Audited) ($000'S) (Audited) ($000'S) (Audited) ($000'S) $9,190 $20,008 $17,604 $81,470 $49,980 $15,884 $37,468 $26,455 $9,596 31,751 135 97 KEY STATISTICS $9 Million 17,758 393 Cash on hand as of December 31, 2022 $52 Million Working capital as of December 31, 2022 20% Debt to capitalization ratio Capital work in progress Right-of-use assets 3,609 2,495 427 Trade and other receivables 68 43 Deferred tax assets 4,123 1,824 110 Intangible assets 5,093 1.134 117 Total Assets $172,704 $102,099 $43,878 Trade and other payables 66,600 44,994 20,995 Shore term borrowings 7,895 3,258 Other current liabilities 9,447 3.014 Long term borrowings Provisions Lease liability 8,589 653 175 Total Liabilities 2,700 $95,884 Total Equity 76,820 Total Liabilities & Stockholders' Equity $172,704 September 2023 | Introduction to Delta Corp 1,415 $52,856 49,243 $102,099 265 $39,411 4,467 $43.878 22 22#23SUMMARY TRANSACTION OVERVIEW Overview¹ Ownership¹ Earn-Out • • • Implied initial equity value of approximately $625.0 million for Delta Corp Holdings Limited ("Delta" or "PubCo") Shareholders of Coffee Holding Co., Inc. ("JVA") will receive 1 ordinary share of Pubco for each share of JVA common stock they own and Delta shareholders will receive $625.0 million in shares of Pubco Shareholders of Delta will collectively own approximately 95.21% of Pubco and JVA shareholders will collectively own approximately 4.79% of Pubco on a diluted basis Implied diluted value per share of $5.50 leading to a Pro Forma equity value of $656.5 million • $50 million of additional shares issuable to Delta's existing shareholders if and when the combined company achieves $70.0 million or greater of net income for the fiscal year ending 2023 Transaction Rationale • • Provides Delta with access to public markets, which will help accelerate expansion of its business and enter new markets that have synergies with its core businesses, including a broadening of its energy transition, sustainability, and environmental stewardship related service offerings Attractive entry point/valuation for JVA within the logistics market with significant upside potential To accelerate growth, both organically and through acquisitions, and to broaden the Company's service offerings 1. Pro Forma diluted basis at $5.50 per share, excludes earn-out shares September 2023 | Introduction to Delta Corp 23 25#24Summary and Outlook Delta's multinational footprint facilitates the global trade of energy, raw materials, and agricultural products Flexible, asset light model Management team with a track record of success leading multi-billion dollar companies Strong balance sheet September 2023 | Introduction to Delta Corp DELTA CORP HOLDINGS LIMITED Focus on niche, high growth markets within the energy and raw materials markets and adjacent industries Broad portfolio of services creates "sticky" customers Technology driven risk management 24

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