REG - Dekel Agri-Vision - 2024 Final Results and Financing Update
30/06/2025 07:00
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RNS Number : 8608O Dekel Agri-Vision PLC 30 June 2025
This announcement contains inside information for the purposes of Article 7 of
the UK version of Regulation (EU) No 596/2014 which is part of UK law by
virtue of the European Union (Withdrawal) Act 2018, as amended ("MAR"). Upon
the publication of this announcement via a Regulatory Information Service,
this inside information is now considered to be in the public domain.
Dekel Agri-Vision Plc / Index: AIM / Epic: DKL / Sector: Food Producers
30 June 2025
Dekel Agri-Vision Plc ('Dekel' or the 'Company')
2024 Final Results and Financing Update
Dekel Agri-Vision Plc (AIM: DKL), the West African agribusiness company
focused on building a portfolio of sustainable and diversified projects, is
pleased to announce its audited results for the year ended 31 December 2024
(the 'Accounts'). The Accounts will be made available to download later today
from the Company's website at www.dekelagrivision.com
(http://www.dekelagrivision.com) or mailed to individual shareholders who have
elected to receive a physical copy.
Financial Summary
As shown in the table below, Group EBITDA for FY2024 remained stable at €2.6
million, in line with FY2023. This consistent performance reflects the initial
impact the operational turnaround in the Cashew Operation during H2 2024,
which offset a softer performance, albeit profitable performance in the Palm
Oil Operation. Key highlights are outlined below:
· Palm Oil Operation Financial Performance: The Palm Oil Operation
generated a positive EBITDA of €3.9 million in FY2024, representing a
year-on-year decline of 18.7%. This decrease was primarily driven by lower
volumes and prices of Crude Palm Oil (CPO), which adversely affected revenue.
Despite this, both gross margin percentage and overheads remained stable,
supporting a resilient EBITDA outcome. Looking ahead to FY2025, we anticipate
a stronger performance, underpinned by a significant rebound in CPO prices
observed so far this year.
· Cashew Operation Financial Performance: The Cashew Operation
reported an EBITDA loss of €1.3 million, marking a substantial improvement
of 40.9% compared to FY2023. This turnaround was largely attributable to the
successful integration of new equipment in Q4 2024, which enhanced production
volumes and operational efficiencies, alongside improved cashew prices. We
expect continued progress in FY2025 and remain on track to deliver the Cashew
Operation's first positive EBITDA result.
Year ended 31 December 2024 2023 % change
Palm Oil Operation
Revenue €28.2m €37.2m -24.2%
Gross Margin €5.1m €6.5m -21.5%
Gross Margin % 18.1% 17.5% 3.4%
EBITDA €3.9m €4.8m -18.7%
Cashew Operation
Revenue €1.8m €1.1m 63.6%
EBITDA (€1.3m) (€2.2m) 40.9%
Group EBITDA €2.6m €2.6m No change
The summary of the Group Financial Performance for FY2024 is laid out further
below.
Operational Highlights - Palm Oil Operation
· Fresh Fruit Bunch ('FFB') volumes and Crude Palm Oil ('CPO')
production declined 17.0% and 16.8% respectively compared to FY2023.
· CPO sales volumes decreased 16.5% in FY2024 compared to last year,
in line with lower production.
· The average CPO sales price in FY2024 was a historically strong
€790 per tonne, albeit 9.1% below the average price achieved in 2023.
o Notably, international CPO prices rose significantly towards the end of
the year, driving up local prices. December 2024 sales achieved a near-record
€1,014 per tonne.
· The CPO extraction rate for FY2024 was 21.5%, slightly above the
21.4% achieved in FY2023.
Operational Highlights - Cashew Operation Update
· Following a challenging period, the Cashew Operation made
significant progress in the H2 FY2024. Raw Cashew Nut ('RCN') processing and
cashew production increased 115.9% and 234.3% respectively in Q4 2024 compared
to Q4 2023.
· Peeled Cashew prices increased by 61.5% in Q4 2024 compared to Q4
2023. This increase was driven by improved operational efficiencies, which
enhanced the mix of final products for sale, and stronger market pricing.
· As a result of these improvements, the Cashew Operation commenced
its transition to EBITDA positive results.
Financial Restructure Post Year End
· Conditional equity fundraising of approximately £2.33m and a
conditional retail offer to existing shareholders to raise up to a further
£0.3m.
· Intended conversion of a £1m loan held by Youval Rasin into equity
at the fundraise price of 0.55p.
· Negotiated and agreed in principle revised terms of its lending
facilities with each of NSIA Bank, BIDC and AgDevCo.
Lincoln Moore, Dekel's Executive Director, said: "Group EBITDA for FY2024 held
steady at €2.6 million, reflecting strong progress in the Cashew Operation
during H2, which offset a softer year in the Palm Oil Operation."
"The Palm Oil Operation delivered a solid €3.9 million EBITDA despite lower
CPO volumes and prices, supported by stable margins and disciplined cost
control. With CPO prices rebounding, we expect improved results in FY2025."
"The Cashew Operation demonstrated substantial improvement following the
successful integration of new equipment in late FY2024. We are seeing
continued momentum and remain on track to achieve our first positive EBITDA
from this operation in FY2025."
"We are pleased by the strong support shown by both new and existing
shareholders in the oversubscribed fundraise. The fundraise, alongside the
conversion of Youval's loan and the restructuring of our debt facilities,
marks a critical step in strengthening our balance sheet and aligning our
financial structure with our long-term growth strategy. We remain focused on
delivering value through our sustainable agri-business operations and are
confident that these developments position us well to capitalise on the
significant opportunities ahead."
** ENDS **
For further information please visit the Company's website
www.dekelagrivision.com or contact:
Dekel Agri-Vision Plc +44 (0) 207 236 1177
Youval Rasin
Shai Kol
Lincoln Moore
Zeus Capital Ltd (Nomad and Joint Broker) +44 (0) 203 829 5000
James Joyce
Darshan Patel
John Moran
Notes:
Dekel Agri-Vision Plc is a multi-project, multi-commodity agriculture company
focused on West Africa. It has a portfolio of projects in Côte d'Ivoire at
various stages of development: a fully operational palm oil project in
Ayenouan where fruit produced by local smallholders is processed at the
Company's 60,000tpa capacity crude palm oil mill and a cashew processing
project in Tiebissou, which is currently transitioning to full commercial
production.
CHAIRMAN'S STATEMENT
I am pleased to report that Dekel delivered a stable performance in FY2024,
with Group EBITDA holding steady at €2.6 million, consistent with the prior
year. This result reflects a strong turnaround in the Cashew Operation during
the second half of the year, which helped offset a softer performance in the
Palm Oil Operation. Looking ahead, we are confident that both businesses are
well positioned for meaningful growth in FY2025.
Palm Oil Operation
The Palm Oil Operation navigated a mixed operating environment in FY2024 but
still delivered a solid EBITDA of €3.9m. Production volumes of Fresh Fruit
Bunches (FFB) and Crude Palm Oil (CPO) declined by 17.0% and 16.8%
respectively compared to 2023, which, combined with lower CPO prices, resulted
in a reduction in revenue from €37.2 million to €28.2 million. CPO sales
volumes declined by 16.5%, in line with the fall in production.
Despite these challenges, operational efficiency remained strong. The CPO
extraction rate improved slightly to 21.5%, while the gross margin percentage
rose to 18.1%, up from 17.5% in 2023, supported by stable overhead costs.
Importantly, while average CPO prices for the year declined by 9.1% to €790
per tonne, a sharp rebound was observed in the latter months. In December
2024, local CPO prices surged to a near-record €1,014 per tonne, reflecting
strength in global markets as we entered the peak season. This positive
pricing momentum, combined with our operational resilience, sets the Palm Oil
Operation on a path for an expected enhanced EBITDA performance in FY2025.
Cashew Operation
FY2024 marked a turning point in the Cashew Operation. Following a challenging
start to the year, we saw a significant improvement in H2 2025, driven by the
successful commissioning of new equipment in Q4 2024. This resulted in a
115.9% increase in raw cashew nut (RCN) processing and a 234.3% increase in
cashew production in Q4 2024 compared to Q4 2023.
Favourable market conditions also played a key role, with peeled cashew prices
increasing by 61.5% in year-on-year in Q4. While the full-year EBITDA resulted
in a loss of €1.3 million, this represents a significant improvement over
the €2.2 million loss recorded in 2023. Encouragingly, this momentum has
continued into early 2025, and we remain on track to deliver the Cashew
Operation's first full-year positive EBITDA result in FY2025.
Other Projects
While we continue to explore expansion opportunities, including the processing
of a third commodity in addition to clean energy initiatives, these projects
remain on hold. Our immediate focus is on enhancing the performance of the
Cashew Operation.
Group Financial Performance
A summary of the Group's financial performance for FY2024, along with
comparatives for the previous five years, is presented in the table below.
FY2024 FY2023 FY2022 FY2021 FY 2020 FY 2019
FFB collected (tonnes) 151,101 182,362 116,733 190,020 154,151 176,019
CPO production (tonnes) 32,498 39,073 25,751 39,953 34,002 37,649
CPO sales (tonnes) 32,491 38,896 26,016 39,092 34,008 37,713
Average CPO price per tonne €790 €869 €1,025 €868 €602 €491
Total Revenue (all products) €30.0m €38.3m €31.2m €37.4m €22.5m €20.9m
Gross Margin €2.8m €2.1m €5.1m €6.5m €2.3m €1.7m
Gross Margin % 9.3% 5.5% 16.7% 17.4% 10.2% 8.1%
Overheads €3.8m €3.6m €3.9m €3.8m €2.8m €3.2m
EBITDA €2.6m €2.6m €2.7m €4.8m €1.2m €0.2m
EBITDA % 8.7% 6.8% 9.3% 12.8% 5.3% 1.0%
Net Profit / (Loss) After Tax (€3.5m) (€4.5m) (€1.3m) €0.6m (€2.2m) (€3.3m)
Net Profit / (Loss) After Tax % - - - 1.6% - -
Total Assets €47.4m €50.6.m €54.7m €51.7m €43.3m €33.6m
Total Liabilities €39.2m €39.6m €39.4m €35.5m €30.8m €20.8m
Total Equity €7.5m €11.0m €15.3m €16.3m €12.5m €12.8m
Dekel reported FY 2024 EBITDA of €2.6m compared to €2.6m in FY 2023
EBITDA. The steady EBITDA performance was driven by:
· A €0.9m decrease in the Palm Oil Operation which was primarily
due to lower volumes and prices of Crude Palm Oil (CPO), which impacted
revenue. Despite this, both gross margin percentage and overheads remained
stable, supporting a solid EBITDA outcome.
· A €0.9m decrease in the Cashew Operation EBITDA loss. This
improvement was largely attributable to the successful integration of new
equipment in Q4 2024 resulting in improved production volumes and efficiencies
as well as improving cashew prices.
Dekel reported a FY 2024 Net Loss after Tax of €3.5m compared to a Net Loss
after Tax of €4.5m. This decrease in loss of €1m was primarily driven by:
· A €0.6m decrease in depreciation following an assessment that the
length of time of depreciation historically on some infrastructure and
equipment was too short.
· A €0.3m decrease in interest expense.
Financial Restructure Post Year End
As previously announced on 26 June 2025, the Company reached agreement in
principle with its key lenders-NSIA Bank, BIDC, and AgDevCo-on revised terms
to restructure and rephase €26.4 million of existing debt, aligning
repayments with projected cash flows. Discussions with Hudson regarding its
bond facility remain constructive and ongoing.
Key revised terms include:
· NSIA Bank has agreed to restructure its facility into a six-year
term loan, incorporating a two-year principal grace period, backdated by
twelve months.
· AgDevCo has approved the restructure of its facility into a
seven-year term loan with a 24-month grace period commencing in August 2025,
interest rate to be set at 9% (or 9.75% if the Hudson bond is not restructured
by the end of 2025) and a €600k payment towards the loan will be made
upfront.
· BIDC has agreed, commencing on 30 June 2025, that the facility
shall be restructured as a six-year term loan with an 18-month grace period
with interest remaining at 8.5%, being the level previously agreed.
To support the debt restructuring and enhance the Group's liquidity position,
the Company has conditionally secured £2.33m through an equity raise,
alongside a £1m debt-to-equity conversion from the CEO, Youval Rasin. This
capital injection is designed to complement the revised debt arrangements,
providing a financial buffer during the transitional period. It will enable
the Company to meet its obligations without disrupting the positive momentum
in its operational recovery.
Outlook
Looking ahead, the Palm Oil Operation is expected to remain a reliable
contributor to the Group's financial performance. However, the key catalyst
for enhanced overall results lies in the ongoing turnaround of the Cashew
Operation. Following the successful integration of new cashew processing
equipment in late 2024, we are already seeing a meaningful uplift in
production volumes and operational efficiencies in 2025.
Further momentum is expected with the imminent arrival of additional lines of
the same equipment, representing a modest capital outlay. This expansion is
set to deliver a step-change in production capacity, positioning the Cashew
Operation to achieve its first full-year positive EBITDA performance in 2025.
Reaching this milestone would mark a significant step forward for Dekel, with
both two EBITDA-generating operations and contributing to a more diversified
and resilient earnings base. In addition, the recent debt restructure and
equity raising provide the additional cash and time required to sensibly pay
down of debts over the coming years.
I would like to extend my sincere gratitude to the Board, Management team,
employees, and advisors for their dedication and support throughout the year.
Andrew Tillery
Non-Executive Chairman
Date: 30
June 2025
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
31 December
2024 2023
Note Euros in thousands
ASSETS
CURRENT ASSETS:
Cash and cash equivalents 276 209
Trade receivables 513 1,571
Inventory 4 2,954 3,037
Bank deposits - restricted 10 1,553 673
Other accounts receivable 5 387 1,017
Total current assets 5,683 6,507
NON-CURRENT ASSETS:
Bank deposits - restricted 10 1,045 1,025
Property and equipment, net 7 39,895 43,084
Total non-current assets 40,940 44,109
Total assets 46,623 50,616
The accompanying notes are an integral part of the consolidated financial
statements.
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
31 December
2024 2023
Note Euros in thousands
LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Short-term loans and current maturities of long-term loans 10b 9,718 8,470
Trade payables 1,620 2,795
Advances from customers 1,537 499
Other accounts payable 8 2,701 3,451
Total current liabilities 15,576 15,215
NON-CURRENT LIABILITIES:
Long-term lease liabilities 9 128 128
Accrued severance pay, net 52 72
Loans from shareholders 6 1,889 679
Long-term loans 10 21,507 23,572
Total non-current liabilities 23,576 24,451
Total liabilities 39,152 39,666
EQUITY: 11
Share capital 178 178
Additional paid-in capital 40,843 40,817
Accumulated deficit (26,767) (23,262)
Capital reserve 2,532 2,532
Capital reserve from transactions with non-controlling interests (9,315) (9,315)
Total equity 7,471 10,950
Total liabilities and equity 46,623 50,616
The accompanying notes are an integral part of the consolidated financial
statements.
, 2025
Date of approval of the Youval Rasin Yehoshua Shai Kol Lincoln John Moore
financial statements Director and Chief Executive Officer Director and Chief Finance Officer Executive Director
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Year ended
31 December
2024 2023
Note Euros in thousands
(except per share amounts)
Revenues 12 29,961 38,299
Cost of revenues 15a (27,193) (36,239)
Gross profit 2,768 2,060
General and administrative expenses 15b (3,783) (3,562)
Operating profit (loss) (1,015) (1,502)
Finance cost 15c (2,573) (2,881)
Loss before taxes on income (3,588) (4,383)
Taxes on income (tax benefit) 14 83 (75)
Net income (loss) and total comprehensive income (loss) (3,505) (4,458)
Net earnings (loss) per share attributable to equity holders of the Company:
Basic and diluted net earnings (loss) per share 16 (0.01) )0.01)
The accompanying notes are an integral part of the consolidated financial
statements.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
Share Additional paid-in Aaccumulated deficit Capital reserve Capital reserve from transactions with non-controlling interests Total
capital capital equity
Balance as of 1 January 2023 177 40,736 (18,804) 2,532 (9,315) 15,326
Net loss and total comprehensive loss - - (4,458) - - (4,458)
Issue of shares for services provided (Note 11) 1 81 - - 82
Balance as of 31 December 2023 178 40,817 (23,262) 2,532 (9,315) 10,950
Net loss and total comprehensive loss (3,505) (3,505)
Issue of shares for services provided (Note 11) 26 26
Balance as of 31 December 2024 178 40,843 (26,767) 2,532 (9,315) 7,471
The accompanying notes are an integral part of the consolidated financial
statements.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year ended
31 December
2024 2023
Euros in thousands
Cash flows from operating activities:
Net income (loss) (3,505) (4,458)
Adjustments to reconcile net income (loss) to net cash provided by (used in)
operating activities:
Adjustments to the profit or loss items:
Depreciation 3,567 4,103
Share based compensation 26 55
Accrued interest on long-term loans and non-current liabilities 2,069 3,470
Change in employee benefit liabilities, net (20) (55)
Changes in asset and liability items:
Decrease in accounts receivable 1,058 -
Decrease in inventories 83 121
Decrease (increase) in other accounts receivable 686 (33)
Increase (decrease) in trade payables (1,175) 1,436
Increase in advances from customers 1,038 153
Increase (decrease) in other accounts payable (750) (374)
6,582 8,876
Cash paid during the year for:
Income taxes (56) (37)
Interest (1,864) (2,424)
(1,920) (2,461)
Net cash provided by operating activities 1,157 1,957
The accompanying notes are an integral part of the consolidated financial
statements.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year ended
31 December
2024 2023
Euros in thousands
Cash flows from investing activities:
Investment in bank deposits (880) (149)
Purchase of property and equipment (378) (1,952)
Net cash used in investing activities (1,258) (2,101)
Cash flows from financing activities:
Receipt of short-term loans, net 1,179 1,367
Receipt of long-term loan from Shareholder 1,982 -
Repayment of long-term loan from Shareholder (870)
Repayment of long-term loans (2,123) (3,254)
Net cash provided by (used in) financing activities (168) (1,887)
Increase (decrease) in cash and cash equivalents 67 (2,031)
Cash and cash equivalents at beginning of year 209 2,240
Cash and cash equivalents at end of year 276 209
Supplemental disclosure of non-cash activities:
Issuance of shares to service providers 27
The accompanying notes are an integral part of the consolidated financial
information.
NOTE 1:- GENERAL
a. Dekel Agri-Vision PLC ("the Company") is a public limited
company incorporated in Cyprus on 24 October 2007. The Company's Ordinary
shares are admitted for trading on the AIM, a market operated by the London
Stock Exchange. The Company is engaged through its subsidiaries in developing
and cultivating palm oil plantations in Cote d'Ivoire for the purpose of
producing and marketing Crude Palm Oil ("CPO"), as well as operating a Raw
Cashew Nut ("RCN") processing plant, which is currently ramping up its
production . The Company's registered office is in Limassol, Cyprus.
b. CS DekelOil Siva Ltd. ("DekelOil Siva"), a company incorporated
in Cyprus, is a wholly owned subsidiary of the Company. DekelOil CI SA, a
subsidiary in Cote d'Ivoire currently held 99.85% by DekelOil Siva, is engaged
in developing and cultivating palm oil plantations for the purpose of
producing and marketing CPO. DekelOil CI SA constructed and is currently
operating its palm oil mill.
c. Pearlside Holdings Ltd. ("Pearlside"), a company incorporated
in Cyprus, is a subsidiary of the Company since December 2020. The Company
holds 100% interest. Pearlside has a wholly owned subsidiary in Cote d'Ivoire,
Capro CI SA ("Capro"). Capro is currently operating and ramping up its
prduction of its RCN processing plant in Cote d'Ivoire near the village of
Tiabisu.
d. DekelOil Consulting Ltd. a company located in Israel and a wholly
owned subsidiary of DekelOil Siva, is engaged in providing services to the
Company and its subsidiaries.
e. Going concern:
In 2024 the Company continued to generate positive cash flow from operations
of €1.2 million)€2.0 million in 2022). Palm Oil activity continued to be
strong and continued to generate positive operating cash flow, while the RCN
processing activity negative cash flow was reduced significantly together with
the installation of the new equipment and the increase in capacity and quality
of the production.
The improvement in production capacity and quality continued post reporting
date.
The Group working capital deficiency as of 31 December 2024 increased to €10
million from €8.7 million as of 31 December 2023, which is mainly due to the
increase in current maturities of long-term loans for which the principal
repayment grace period has ended.
Subsequent to the reporting date, the Group rescheduled two long-term loans
in addition to the rescheduled NSIA debt, see Note 10c(5). The EBID loan was
restructured to an additional 6 years with 1.5 years grace on principal
payments starting from 30 June 2025 at the same interest rate (see note 10c(4)
and Note 20(1)). The Agdevco loan was restructured to an additional 7 years
with 2 years grace on principal payments starting from 30 June 2025 at the
same interest rate (see note 10c(2) and Note 20(2)).
In addition on 27 June 2025 the Company completed a placing on the AIM, a
market operated by the London Stock Exchange ("the AIM"), by issuing
425,909,086 Ordinary shares at a price of £0.0055 per share for total
consideration of €2.747 thousand (£2.343 thousand), net proceeds of
approximately €2,605 thousand (£2,221 thousand). See also Note 20(3).
.
The Group has prepared detailed forecasted cash flows through the end of 2026,
which tentatively indicates that the Group may continue to have positive cash
flows from its operations.
Based on the above, the Company's management believes it will have sufficient
funds necessary to continue its operations and to meet its obligations as they
become due for at least a period of twelve months from the date of approval of
the financial statements.
NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES
The following accounting policies have been applied consistently in the
financial statements for all periods presented, unless otherwise stated.
a. Basis of presentation of the financial statements:
These financial statements have been prepared in accordance with International
Financial Reporting Standards as adopted by the European Union ("IFRS").
The financial statements have been prepared on a cost basis.
The Company has elected to present profit or loss items using the function of
expense method.
b. Consolidated financial statements:
The consolidated financial statements comprise the financial statements of
companies that are controlled by the Company (subsidiaries). Control is
achieved when the Company is exposed, or has rights, to variable returns from
its involvement with the investee and has the ability to affect those returns
through its power over the investee. Potential voting rights are considered
when assessing whether an entity has control. The consolidation of the
financial statements commences on the date on which control is obtained and
ends when such control ceases.
A change in the ownership interest of a subsidiary, without a change of
control, is accounted for as a change in equity by adjusting the carrying
amount of the non-controlling interests with a corresponding adjustment of the
equity attributable to equity holders of the Company less / plus the
consideration paid or received.
NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.)
d. Functional currency, presentation currency and foreign currency:
The local currency used in Cote d'Ivoire is the West African CFA Franc
("FCFA"), which has a fixed exchange rate with the Euro (Euro 1 = FCFA
655.957). A substantial portion of the Group's revenues and expenses is
incurred in or linked to the Euro. The Group obtains debt financing mostly in
FCFA linked to Euros and the funds of the Group are held in FCFA. Therefore,
the Company's management has determined that the Euro is the currency of the
primary economic environment of the Company and its subsidiaries, and thus its
functional currency. The presentation currency is Euro.
e. Cash equivalents:
Cash equivalents are considered as highly liquid investments, including
unrestricted short-term bank deposits with an original maturity of three
months or less from the date of acquisition.
f. Financial instruments:
1. Financial assets:
Financial assets are measured upon initial recognition at fair value plus
transaction costs that are directly attributable to the acquisition of the
financial assets, except for financial assets measured at fair value through
profit or loss in respect of which transaction costs are recorded in profit or
loss.
The Company classifies and measures debt instruments in the financial
statements based on the following criteria:
- The Company's business model for managing financial assets;
and
- The contractual cash flow terms of the financial asset.
a) Debt instruments are measured at amortized cost when:
The Company's business model is to hold the financial assets in order to
collect their contractual cash flows, and the contractual terms of the
financial assets give rise on specified dates to cash flows that are solely
payments of principal and interest on the principal amount outstanding. After
initial recognition, the instruments in this category are measured according
to their terms at amortized cost using the effective interest rate method,
less any provision for impairment.
b) Equity instruments and other financial assets held for trading:
Investments in equity instruments do not meet the above criteria and
accordingly are measured at fair value through profit or loss.
NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.)
Other financial assets held for trading, including derivatives, are measured
at fair value through profit or loss unless they are designated as effective
hedging instruments.
Dividends from investments in equity instruments are recognized in profit or
loss when the right to receive the dividends is established.
2. Impairment of financial assets:
The Company evaluates at the end of each reporting period the loss allowance
for financial debt instruments which are not measured at fair value through
profit or loss.
The Company has short-term financial assets such as trade receivables in
respect of which the Company applies a simplified approach and measures the
loss allowance in an amount equal to the lifetime expected credit losses. An
impairment loss on debt instruments measured at amortized cost is recognized
in profit or loss with a corresponding loss allowance that is offset from the
carrying amount of the financial asset.
As of 31 December 2024 and 2023, there were no past-due trade receivables.
3. Financial liabilities:
Financial liabilities measured at amortized cost:
Financial liabilities are initially recognized at fair value less transaction
costs that are directly attributable to the issue of the financial liability.
After initial recognition, the Company measures all financial liabilities at
amortized cost using the effective interest rate method.
g. Borrowing costs:
The Group capitalizes borrowing costs that are attributable to the
acquisition, construction, or production of qualifying assets which
necessarily take a substantial period of time to get ready for their intended
use or sale.
The capitalization of borrowing costs commences when expenditures for the
asset are incurred, the activities to prepare the asset are in progress and
borrowing costs are incurred and ceases when substantially all the activities
to prepare the qualifying asset for its intended use or sale are complete. The
amount of borrowing costs capitalized in a reporting period includes specific
borrowing costs and general borrowing costs based on a weighted capitalization
rate.
h. Leases:
The Company accounts for a contract as a lease when the contract terms convey
the right to control the use of an identified asset for a period of time in
exchange for consideration.
NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.)
The Group as a lessee:
For leases in which the Company is the lessee, the Company recognizes on the
commencement date of the lease a right-of-use asset and a lease liability,
excluding leases whose term is up to 12 months and leases for which the
underlying asset is of low value. For these excluded leases, the Company has
elected to recognize the lease payments as an expense in profit or loss on a
straight-line basis over the lease term. In measuring the lease liability, the
Company has elected to apply the practical expedient in the Standard and does
not separate the lease components from the non-lease components (such as
management and maintenance services, etc.) included in a single contract.
On the commencement date, the lease liability includes all unpaid lease
payments discounted at the interest rate implicit in the lease, if that rate
can be readily determined, or otherwise using the Group's incremental
borrowing rate. After the commencement date, the Group measures the lease
liability using the effective interest rate method.
On the commencement date, the right-of-use asset is recognized in an amount
equal to the lease liability plus lease payments already made on or before the
commencement date and initial direct costs incurred. The right-of-use asset is
measured applying the cost model and depreciated over the shorter of its
useful life or the lease term.
Following are the periods of depreciation of the right-of-use assets by class
of underlying asset:
Years
Land 99
The Group tests for impairment of the right-of-use asset whenever there are
indications of impairment pursuant to the provisions of IAS 36.
i. Biological assets:
Biological assets of the Company are fresh fruit bunches (FFB) that grow on
palm oil trees. The period of biological transformation of FFB from blossom to
harvest and then conversion to inventory and sale is relatively short (about 2
months). Accordingly, any changes in fair value at each reporting date are
generally immaterial.
j. Property and equipment:
Property and equipment are stated at cost, net of accumulated depreciation.
Palm oil trees before maturity are measured at accumulated cost, and
depreciation commences upon reaching maturity.
NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.)
Depreciation is calculated by the straight-line method over the estimated
useful lives of the assets at the following annual rates:
%
Extraction mill 2.5
Palm oil plantations 3.33
Computers and peripheral equipment 33
Equipment and furniture 15 - 20
RCN processing mill 10-20
Motor vehicles 25
Agriculture equipment 15
The useful life, depreciation method and residual value of an asset are
reviewed at least each year-end and any changes are accounted for
prospectively as a change in accounting estimate. Depreciation of an asset
ceases at the earlier of the date that the asset is classified as held for
sale and the date that the asset is derecognized.
k. Impairment of non-financial assets:
The Company evaluates the need to record an impairment of non-financial assets
whenever events or changes in circumstances indicate that the carrying amount
is not recoverable.
If the carrying amount of non-financial assets exceeds their recoverable
amount, the assets are reduced to their recoverable amount. The recoverable
amount is the higher of fair value less costs of sale and value in use. In
measuring value in use, the expected future cash flows are discounted using a
pre-tax discount rate that reflects the risks specific to the asset. The
recoverable amount of an asset that does not generate independent cash flows
is determined for the cash-generating unit to which the asset belongs.
Impairment losses are recognized in profit or loss.
l. Revenue recognition:
Revenue from contracts with customers is recognized when the control over the
services is transferred to the customer. The transaction price is the amount
of the consideration that is expected to be received based on the contract
terms.
NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.)
Revenue from the sale of goods:
Revenue from sale of goods is recognized in profit or loss at the point in
time when the control of the goods is transferred to the customer, generally
upon delivery of the goods to the customer.
Contract balances:
Amounts received from customers in advance of performance by the Company are
recorded as contract liabilities/advance payments from customers and
recognized as revenue in profit or loss when the work is performed. For all
years presented in these financial statements, such advances were recognized
as revenues in the year subsequent to their receipt.
m. Inventories:
Inventories are measured at the lower of cost and net realizable value. The
cost of inventories comprises costs of purchase and costs incurred in bringing
the inventories to their present location and condition. Net realizable value
is the estimated selling price in the ordinary course of business less
estimated costs of completion and estimated costs necessary to make the sale.
The Company periodically evaluates the condition and age of inventories and
makes provisions for slow moving inventories accordingly.
Cost of finished goods inventories is determined on the basis of average costs
including materials, labor and other direct and indirect manufacturing costs
based on normal capacity.
n. Fair value measurement:
Fair value is the price that would be received to sell an asset or paid to
transfer a liability in an orderly transaction between market participants at
the measurement date.
Fair value measurement is based on the assumption that the
transaction will take place in the asset's or the liability's principal
market, or in the absence of a principal market, in the most advantageous
market.
The fair value of an asset or a liability is measured using the assumptions
that market participants would use when pricing the asset or liability,
assuming that market participants act in their economic best interest.
Fair value measurement of a non-financial asset takes into account a market
participant's ability to generate economic benefits by using the asset in its
highest and best use or by selling it to another market participant that would
use the asset in its highest and best use.
The Group uses valuation techniques that are appropriate in the circumstances
and for which sufficient data are available to measure fair value, maximizing
the use of relevant observable inputs and minimizing the use of unobservable
inputs.
NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.):
All assets and liabilities measured at fair value or for which fair value is
disclosed are categorized into levels within the fair value hierarchy based on
the lowest level input that is significant to the entire fair value
measurement:
Level 1 - quoted prices (unadjusted) in active markets for identical assets or
liabilities.
Level 2 - inputs other than quoted prices included within Level 1 that are observable
either directly or indirectly.
Level 3 - inputs that are not based on observable market data (valuation techniques
which use inputs that are not based on observable market data).
o. Share-based payment transactions:
Equity-settled transactions:
The cost of equity-settled transactions with employees is measured by
reference to the fair value of the equity instruments at the date on which
they are granted. The fair value is determined using an acceptable option
model.
The cost of equity-settled transactions is recognized, together with a
corresponding increase in equity, over the period in which the performance
and/or service conditions are fulfilled, ending on the date on which the
relevant employees become fully entitled to the award ("the vesting date").
The cumulative expense recognized for equity-settled transactions at each
reporting date until the vesting date reflects the extent to which the vesting
period has expired and the Company's best estimate of the number of equity
instruments that will ultimately vest.
p. Taxes on income:
Current or deferred taxes are recognized in profit or loss, except to the
extent that they relate to items which are recognized in other comprehensive
income or equity.
1. Current taxes:
The current tax liability is measured using the tax rates and tax laws that
have been enacted or substantively enacted by the end of reporting period as
well as adjustments required in connection with the tax liability in respect
of previous years.
2. Deferred taxes:
Deferred taxes are computed in respect of temporary differences between the
carrying amounts in the financial statements and the amounts attributed for
tax purposes.
NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.)
Deferred taxes are measured at the tax rate that is expected to apply when the
asset is realized or the liability is settled, based on tax laws that have
been enacted or substantively enacted by the reporting date.
Deferred tax assets are reviewed at each reporting date and reduced to the
extent that it is not probable that they will be utilized. Temporary
differences for which deferred tax assets had not been recognized are reviewed
at each reporting date and a respective deferred tax asset is recognized to
the extent that their utilization is probable.
Taxes that would apply in the event of the disposal of investments in
investees have not been taken into account in computing deferred taxes, as
long as the disposal of the investments in investees is not probable in the
foreseeable future.
Also, deferred taxes that would apply in the event of distribution of earnings
by investees as dividends have not been taken into account in computing
deferred taxes, since the distribution of dividends does not involve an
additional tax liability or since it is the Company's policy not to initiate
distribution of dividends from a subsidiary that would trigger an additional
tax liability.
q. Significant accounting estimates and assumptions used in the
preparation of the financial statements:
The preparation of the financial statements requires management to make
estimates and assumptions that have an effect on the application of the
accounting policies and on the reported amounts of assets, liabilities,
revenues and expenses. Changes in accounting estimates are reported in the
period of the change in estimate.
r. Changes in accounting policies - initial application of new
financial reporting and accounting standards and amendments to existing
financial reporting and accounting standards:
Amendment to IAS 1, "Presentation of Financial
Statements":
In January 2020, the IASB issued an amendment to IAS 1, "Presentation of
Financial Statements" regarding the criteria for determining the
classification of liabilities as current or non-current ("the Original
Amendment"). In October 2022, the IASB issued a subsequent amendment ("the
Subsequent Amendment").
According to the Subsequent Amendment:
· Only financial covenants with which an entity must comply on
or before the reporting date will affect a liability's classification as
current or non-current.
· In respect of a liability for which compliance with financial
covenants is to be evaluated within twelve months from the reporting date,
disclosure is required to enable users of the financial statements to assess
the risks related to that liability. The Subsequent Amendment requires
disclosure of the carrying amount of the liability, information about the
financial covenants, and the facts and circumstances at the end of the
reporting period that could result in the conclusion that the entity may have
difficulty in complying with the financial covenants.
NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.)
According to the Original Amendment, the conversion option of a liability
affects the classification of the entire liability as current or non-current
unless the conversion component is an equity instrument.
The Original Amendment and Subsequent Amendment are both applied
retrospectively for annual periods beginning on January 1, 2024.
The above Amendments did not have a material impact on the Company's
consolidated financial statements.
NOTE 3:- DISCLOSURE OF NEW STANDARDS IN THE PERIOD PRIOR TO THEIR ADOPTION
IFRS 18, "Presentation and Disclosure in Financial
Statements":
In April 2024, the International Accounting Standards Board ("the IASB")
issued IFRS 18, "Presentation and Disclosure in Financial Statements" ("IFRS
18") which replaces IAS 1, "Presentation of Financial Statements".
IFRS 18 is aimed at improving comparability and transparency of communication
in financial statements.
IFRS 18 retains certain existing requirements of IAS 1 and introduces new
requirements on presentation within the statement of profit or loss, including
specified totals and subtotals. It also requires disclosure of
management-defined performance measures and includes new requirements for
aggregation and disaggregation of financial information.
IFRS 18 does not modify the recognition and measurement provisions of items in
the financial statements. However, since items within the statement of profit
or loss must be classified into one of five categories (operating, investing,
financing, taxes on income and discontinued operations), it may change the
entity's operating profit. Moreover, the
publication of IFRS 18 resulted in consequential narrow scope amendments to
other accounting standards, including IAS 7, "Statement of Cash Flows" and IAS
34, "Interim Financial Reporting".
IFRS 18 is effective for annual reporting periods beginning on or after
January 1, 2027, and is to be applied retrospectively. Early adoption is
permitted commencing from January 1, 2025, subject to disclosure.
The Company is evaluating the effects of IFRS 18, including the effects of the
consequential amendments to other accounting standards, on its consolidated
financial statements.
NOTE 4:- INVENTORY
31 December
2024 2023
Euros in thousands
Raw cashew nuts 235 1,022
Spare parts, tools and materials 1,427 1,367
Kernel cashew nuts 211 300
Kernel cashew nut in process 290 -
Palm oil mill final products 386 291
Plants 405 57
2,954 3,037
NOTE 5:- OTHER ACCOUNTS RECEIVABLE
31 December
2024 2023
Euros in thousands
Advance payment to suppliers and prepaid expenses 134 885
Loans to employees 108 50
Government authorities (VAT) 77 6
Other receivables 68 76
387 1,017
NOTE 6:- LOANS FROM SHAREHOLDERS
1. As described in Note 1c, Pearlside Holdings Ltd. ("Pearlside") is a
subsidiary of the Company. In 2022, the Company had a 70.7% equity interest in
Pearlside. On 30 December 2022, the Company signed an agreement to purchase
the remaining 29.3% held by the non-controlling interests by way of issuing
19,968,701 Ordinary shares of the Company. Following this acquisition, the
Company holds 100% of Pearlside.
Concurrently with the acquisition, it was agreed that the loan in the amount
of €915 thousand provided by the non-controlling interests, would only be
repaid from the available cash flow from Pearlside, as to be determined in the
sole discretion of the board of directors of Pearlside. The Company believes
that no repayments of the loan will be made prior to 1 January 2028, and
accordingly, the loan has been classified as a non-current loan from a
shareholder. As the loan bears no interest, the fair value of the loan in the
amount of €630 thousand was calculated based on the present value of
estimated future repayments discounted using the prevailing market rate of
interest (7.75%) for a similar type of loan. As of 31 December 2024, the
balance of the loan is €731 thousand (2023 - €679 thousand).
2. In June 2024, the principal shareholder of the Company
and its director and CEO provided a loan to the Company in the amount of
€1,982 thousands. The loan bears interest at an annual rate of 10%. The
principal and accrued interest are repayable in two years from the date of
receipt of the loan. The loan may be prepaid, in whole or in part, at any time
at the sole discretion of the Company. Part of the loan in the amount of
€870 thousand, was repaid during the year. The balance of the loan at 31
December 2024 is €1,158 thousand (including accrued interest of €46
thousand). See also Note 20(3).
NOTE 7:- PROPERTY AND EQUIPMENT, NET
Composition and movement:
Computers Equipment and Motor vehicles Agriculture equipment Extraction mill Palm oil plantations Cashew processing mill and land Total
and peripheral equipment furniture and land
Euros in thousands
Cost:
Balance as of 1 January, 2023 391 861 2,256 782 26,576 7,632 17,009 55,507
Additions during the year 18 - 245 - 48 1,386 225 1,952
Disposals during the year (68) (68)
Balance as of 31 December, 2023 409 861 2,433 782 26,624 9,018 17,264 57,391
Additions during the year 28 - - - 138 - 212 378
Disposals during the year - - (77) (134) (211)
Balance as of 31 December, 2024 437 861 2,356 648 26,762 9.018 17,476 57,558
Accumulated depreciation:
Balance as of 1 January 2023 263 202 1,008 503 6,167 2,124 5 10,272
Depreciation 56 95 355 41 846 355 2,355 4,103
Disposals during the year (68) (68)
Balance as of 31 December 2023 319 297 1,295 544 7,013 2,479 2,360 14,307
Depreciation 21 91 247 38 827 270 2,073 3,567
Disposals during the year - - (77) (134) - - (211)
Balance as of 31 December 2024 340 388 1,465 448 7,840 2,749 4,433 17,663
Depreciated cost at 31 December 2024 97 473 891 200 18,992 6,269 13,043 39,895
Depreciated cost at 31 December 2023 90 564 1,138 238 19,611 6,539 14,904 43,084
Substantially all property and equipment are located in Coite d'Ivoire.
NOTE 8:- OTHER ACCOUNTS PAYABLE
31 December
2024 2023
Euros in thousands
Employees and payroll accruals 467 641
VAT payable 240 231
Other accounts payable and accrued expenses 1,994 2,579
2,701 3,451
NOTE 9:- RIGHT-OF-USE ASSETS AND LEASE LIABILITIES
On 24 June 2008, DekelOil CI SA signed a lease agreement for 42 hectares near
the village of Ayenouan, Cote d'Ivoire. The agreement is with the village of
Adao and the people occupying the land in Ayenouan. The lease is for 90 years
and the payment for the lease is FCFA 3,000,000 (app. €4,573) per annum.
A subsidiary signed a lease agreement with the government authorities for 6
hectares near the village of Tiabissuo, Cote d'Ivoire. The agreement is for a
lease of 99 years with an annual lease payment of 6 million FCFA (app.
€9,146)
The right-of-use assets in respect of the above leases are included in
Property and Equipment (Note 7). The balance of the lease liabilities at 31
December 2024 amounted to €128 (2023 - €128).
NOTE 10:- LOANS
a. Long-term loans:
Interest
31 December 31 December
Currency 2024 2024 2023
Euros in thousands
SOGEBOURSE (c.1) In FCFA 8.4% 310 931
AgDevCo (c.2) In Euro 9% 3,600 3,600
BGFI (c.3) In FCFA 7.5% - 462
EBID (c.4) In FCFA 8.5% 4,350 4,350
NSIA (c.5) In FCFA 7.25% - 1,833
NSIA (c.5) In FCFA 7.75% - 635
NSIA (c.5) In FCFA 7.75% 2,652 -
BGFI (c.6) In FCFA 7.75% 884 1,174
HUDSON (c.7) In FCFA 7.25%;7.75% 14,389 15,138
Poalim (c.8) In NIS 6.7% 43 57
Mizrachi (c.8) In NIS 6.7% 32 50
Total loans 26,260 28,280
Less - current maturities (4,754) (4,708)
21,506 23,572
NOTE 10:- LOANS (Cont.)
b. Short-term loans and current maturities:
31 December
2024 2023
Euros in thousands
Bank credit line (c.9) 4,964 3,762
Current maturities - per a. above 4,754 4,708
9,718 8,470
c. 1. In September 2016 DekelOil CI SA signed a
long-term financing facility agreement with a consortium of institutional
investors arranged by SOGEBOURSE for a long-term loan of up to FCFA 10 billion
(approximately €15.2 million). Of this amount, FCFA 5.5 billion
(approximately €8.4 million) was utilized to refinance the West Africa
Development Bank ("BOAD") loan The loan is repayable over 7 years in fourteen
semi annual payments and bears interest at a rate of 6.85% per annum.
On 22 October 2016 SOGEBOURSE transferred the funds and the BOAD loan was
repaid in full.
On 1 February 2018 the DekelOil CI SA drew down a second tranche of FCFA 2.8
billion (€4.34 million) from its FCFA 10 billion (€15.2 million) long-term
Syndicated Loan Facility with Sogebourse CI. on the same terms as the first
tranche. No deposit for this loan at the reporting date. The unused portion
of the facility is no longer available.
2. In July 2019 DekelOil CI SA signed an agreement with AgDevCo
Limited ("AgDevCo"), a leading African agriculture sector impact investor for
a €7.2 million loan for a term of 10 years, 4 years of principal grace and 6
years of repayment, with a gross interest rate of 7.5% per annum, variable and
based on 12-month Euro Short Term Rate published by the European Central Bank
(which replaced the Euro Libor used previously) plus a pre-defined spread, and
collared with a minimum rate of 6% per annum and a maximum rate of 9% per
annum. In August 2022 DekelOil CI SA repaid €3.6 million out of the €7.2
million. Following this repayment, it was agreed that the interest will be
fixed at 7% per annum, and that the remaining loan will be paid in 4 equal
annual instalments starting in July 2024. It was also agreed that all
financial covenants were canceled. The fixed assets of DekelOil CI SA serves
as a security for this loan.
In June 2024 AgDevCo agreed to postpone the first principal installment of
€900 thousand due in August 2024 by one year, such that the first principal
installment will be repayable over 6 months from September 2025. The remaining
principal installments will continue as per the loan agreement. Interest will
increase from 7% to 9% per annum of the outstanding balance from August
2024. Proceeds of any IPO of the subsidiary or group restructuring will be
partly used to reduce the AgDevCo loan to a maximum of €1.8 million. The
interest rate will step down back to 7% if the loan balance is reduced to
€1.8 million by 9 July 2025. See Note 20 for details of agreement reached
in 2025 to reschedule the future loan repayments.
NOTE 10:- LOANS (Cont.)
3. On 7 July 2020 DekelOil CI SA signed a loan agreement with
Banque Gabonaise Francaise International ("BGFI") for FCFA 800 million
(approximately €1,220 thousand). The loan is for 5 years and bears interest
at a rate of 7.25% per annum. The repayment was accelerated and was fully
repaid in 2024.
4. On 16 March 2016 Capro CI SA signed a loan agreement with the
Bank of Investment and Development of CEDEAO ("EBID") according to which EBID
agreed to grant Capro CI SA a facility of FCFA 3,000 million (€4,573
thousand). During 2022 Capro CI SA made the last withdrawal under this loan
agreement of the amount of €520.
The EBID loan shall bear interest at a rate of 8.5% per annum. The loan has a
tenure of seven years and shall be repaid in 20 quarterly installments over
five years, commencing after a grace period on principal payments of two
years. Principal payments start in January 2022. According to the loan
agreement as a security for this loan there is a lien over the equipment of
Capro CI SA and an amount of €97 thousand has been deposited in a bank by
Capro CI SA (non-current bank deposits).
In 2024, at the request of the Company, EBIID agreed to defer loan principal
repayments in the amount of € 4,350 thousand. See Note 20 for details of
agreement reached in 2025 to reschedule the future loan repayments.
5. In 2018 Capro CI SA signed a loan agreement with NSIA bank,
Togo ("NSIA Togo") according to which NSIA Togo agreed to grant Capro CI SA a
facility of FCFA 1,500 million (€2,278 thousand).
NSIA Togo loan shall bear interest at a rate of 7.25%% per annum. The loan has
a tenure of seven years and shall be repaid in 20 quarterly installments over
five years, commencing after a grace period on principal payments of two years
from the first withdrawal made on 20 February 2020. As a security for this
loan there is a lien over the equipment of Capro CI SA and an amount of €49
thousand has been deposited in a bank by Capro CI SA (non-current bank
deposits).
On 30 March 2020 Capro CI SA signed a
loan agreement with NSIA bank Cote d'Ivoire ("NSIA") according to which NSIA
agreed to grant Capro CI SA a facility of FCFA 500 million (€762 thousand).
NSIA loan shall bear interest at a rate of 7.25% per annum. The loan is for
two years with one year grace period on principal payments. The loan was fully
repaid in 2022.
In August 2022 Capro CI SA signed a new loan agreement with NSIA for the same
amount. The loan will bear interest at a rate of 7.75%. The loan is for two
years with one year grace period on principal payments. According to the loan
agreement as a security for this loan an amount of €49 thousand has been
deposited in a bank by Capro CI SA (non-current bank deposits).
During 2024, the Company agreed with NSIA to combine and reschedule the two
above mentioned loans and accumulated interest to a new repayment schedule,
with the same interest rate of 7.75%, with first interest payment starting
June 2025, and 16 quarterly principal repayments starting 30 June 2026.
6. On 3 February 2020 Capro CI SA signed a loan agreement with
Banque Gabonaise Francaise International ("BGFI") for FCFA 1,000 million
(approximately €1,542 thousand). The loan shall bear interest at a rate of
7.5% per annum. The loan has a tenure of seven years and shall be repaid in
monthly installments over five years, commencing after a grace period on
principal payments of two years from the first withdrawal made in September
2020. According to the loan agreement as a security for this loan an amount of
€114 thousand has been deposited in a bank by Capro CI SA (non-current bank
deposits).
NOTE 10:- LOANS (Cont.)
7. On 25 January 2021 DekelOil CI SA signed an agreement with
Hudson for issuance of a long-term bond of up to FCFA 10,000 million
)€15.2 million(. The first tranche of FCFA 3,930 million (€6 million) was
received on 27 January 2021, and the second tranche of FCFA 6 billion )€9.1
million) was received on 24 July 2022. The bond is for 7 years with a 3-year
grace for principal repayments. The first tranche of the bond bears annual
interest of 7.75% and the second tranche of the bond bears annual interest of
7.25%. According to the agreement DekelOil CI SA accumulates the funds for
each payment prior to each payment by a monthly payment to be made for that
purpose to a designated deposit account. In addition, a fixed amount has been
deposited in a separate bank account. As of 31 December 2024, the current
deposit amounts to €1,549 thousand (2023 - €661 thousand) and the
non-current deposit amounts to €781 thousand (2023 - €763 thousand),
respectively.
8. In August and in October 2022 a subsidiary of the Company
signed two loan agreements for two vehicles in the amount of €148 thousand
(denominated in NIS). The loan is for 5 years with annual interest of 6.7%
which is linked to the prime interest rate in Israel.
9. The Company has a line of credit of €3.5 million from various
banks in Cote d'Ivoire. The lines of credit are revolving annually and bear an
annual interest rate of 7.75%.
In addition, the Company has a line of credit to purchase
RCN at the amount of €1.5 million. The line of credit revolves annually and
bears an annual interest rate of 8.5%.
NOTE 11:- EQUITY
a. Composition of share capital:
Authorized Issued and outstanding
31 December 31 December
2024 2023 2024 2023
Number of shares
Ordinary shares of €0.0003367 par value each 1,000,000,000 1,000,000,000 560,074,153 559,404,153
Each Ordinary share confers upon its holder voting rights, the right to
receive cash and share dividends, and the right to share in excess assets upon
liquidation of the Company.
Commencing from December 2019, pursuant to his remuneration contract, the
General Manager of the company's subsidiary, shall be issued 400,000 Ordinary
Shares per year at par value over the next 3 years, vesting on a monthly
basis. The fair value of the Ordinary shares to be issued at the date of grant
amounts to €34 thousand. As of 31 December 2023, all 1,200,000 Ordinary
shares were issued.
NOTE 11:- EQUITY (Cont.)
In 2023 the Company issued 867,800 ordinary shares to certain brokers and
suppliers in consideration for services provided and issued 1,162,877 ordinary
shares to a director as a remuneration for his services. The fair value of the
shares issued amounting to €82 thousand was recorded in general and
administrative expenses.
In 2024 the Company issued 670,000 ordinary shares to a director as a
remuneration for his services. The fair value of the shares issued amounting
to €26 thousand was recorded in general and administrative expenses
b. Share option plan:
Pursuant to the plan, 35,522,314 options were granted to purchase Ordinary
shares at a weighted average exercise price of €0.033.
Of the total options above, 5,866,667 options were granted with a weighted
average exercise price of €0.023 that may only be exercised if at any point
following the date of grant, the 30-day Volume Weighted Average Price of the
Ordinary Shares achieves a price per share equal to or exceeding 6.0 pence.
This condition has not been met as of 31 December 2023 and those options
expired.
Accordingly, as of 31 December 2024 and 2023 there are 29,655,647 options that
are exercisable at a weighted average exercise price of €0.035.
c. Capital reserve:
The capital reserve comprises the contribution to equity of the Company by the
controlling shareholders.
NOTE 12:- REVENUES
Major customers:
Year ended
31 December
2024 2023
Euros in thousands
Revenues from major customers which each account for 10% or more of total
revenues reported in the financial statements:
Customer A 17,107 15,170
Customer B - 6,124
Customer C - 5,515
Customer D 3,676 3,952
NOTE 13:- FAIR VALUE MEASUREMENT
The fair value of accounts and other receivables, short-term loans, and trade
and other payables approximates their carrying amount due to their short-term
maturities. The fair value of long-term loans with a carrying amount of
€27,418 thousands and €28,280 thousands (including current maturities) as
of 31 December 2024 and 2023, respectively, approximates their fair value
(level 3 of the fair value hierarchy).
NOTE 14:- INCOME TAXES
a. Tax rates applicable to the income of the Company and its
subsidiaries:
The Company and its subsidiaries, CS DekelOil Siva Ltd. and Pearlside Holdings
Ltd., were incorporated in Cyprus and are taxed according to Cyprus tax laws.
The statutory tax rate is 12.5%.
The carryforward losses (which may be carried forward indefinitely) of the
Company are approx. €47 thousand, of CS DekelOil Siva Ltd. are approximately
€23 thousand, and of Pearlside are approximately €18 thousand.
The subsidiary, DekelOil CI SA, was incorporated in Cote d'Ivoire and is taxed
according to Cote d'Ivoire tax laws. Based on its investment plan, DekelOil CI
SA received a full tax exemption from local income tax, "Tax on Industrial and
Commercial profits," for the thirteen years starting 1 January 2014, 50% tax
exemption for the fourteenth year and 25% tax exemption for the fifteenth
year.
The tax exemptions were conditional upon meeting the terms of the investment
plan, which the Group has met.
NOTE 14:- INCOME TAXES (Cont.)
The subsidiary, Capro CI SA, was incorporated in Cote d'Ivoire and is taxed
according to Cote d'Ivoire tax laws. Based on its investment plan, Capro CI SA
received a full tax exemption from local income tax, "Tax on Industrial and
Commercial profits," for the thirteen years starting from commencement of
production, 50% tax exemption for the fourteenth year and 25% tax exemption
for the fifteenth year.
The tax exemptions were conditional upon meeting the terms of the investment
plan, which the Group has met.
The subsidiary DekelOil Consulting Ltd. was incorporated in Israel and is
taxed according to Israeli tax laws.
b. Tax assessments:
The Company's subsidiaries, DekelOil CI SA received a final tax assessment
through 2020a.
As of 31 December 2024, the Company had not yet received final tax
assessments. For Capro CI SA and DekelOil Consulting Ltd. For DekelOil
Consulting the tax assessment prior to 2016 is deemed to be final.
c. The tax benefit during the year ended 31 December, 2024,
relates to tax of the Company's subsidiaries DekelOil CI SA and DekelOil
Consulting Ltd.
NOTE 15:- SUPPLEMENTARY INFORMATION TO THE STATEMENT OF COMPREHENSIVE INCOME
Year ended
31 December
2024 2023
Euros in thousands
a. Cost of revenues:
Cost of fruit 17,896 25,454
Maintenance and other operating costs 3,082 3,594
Salaries and related benefits 2,138 2,326
Depreciation 3,174 3,947
Cultivation and nursery costs 745 510
Vehicles 158 408
27,193 36,239
NOTE 15:- SUPPLEMENTARY INFORMATION TO THE STATEMENT OF COMPREHENSIVE INCOME
(Cont.)
Year ended
31 December
2024 2023
Euros in thousands
b. General and administrative expenses:
Salaries and related benefits 1,972 2,044
Subcontractors 153 97
Legal, accounting, and professional fees 450 336
Depreciation 394 156
Office expenses 138 204
Travel expenses 153 153
Vehicle maintenance 106 160
Insurance 154 90
Brokerage and nominated advisor fees 53 69
Other 210 253
3,783 3,562
c. Finance cost:
Interest on loans 1990 2,230
Bank fees 583 645
Exchange rate differences - 6
2,573 2,881
NOTE 16:- INCOME (LOSS) PER SHARE
The following reflects the income (loss) and share data used in the basic and
diluted earnings per share computations:
Year ended
31 December
2024 2023
Euros in thousands
Net income (loss) attributable to equity holders of the Company (3,505) (4,458)
Weighted average number of Ordinary shares used for computation of:
Basic earnings (loss) per share 559,945,660 558,623,932
Diluted earnings (loss) per share 559,945,660 558,623,932
In 2024 and 2023, share options are excluded from the calculation of diluted
loss per share as their effect is antidilutive.
NOTE 17:- BALANCES AND TRANSACTIONS WITH RELATED PARTIES
a. Balances:
31 December
2024 2023
Euros in thousands
Current:
Other accounts payable 400 173
Non-current:
Loans from shareholders (see Note 6 and Note 20(3))) 1,158 -
46 -
Transactions:
Interest on loans from shareholders
b. Compensation of key management personnel of the Company:
Year ended
31 December
2024 2023
Euros in thousands
Short-term employee benefits 822 933
c. Significant agreements with related parties:
1. In February 2008, DekelOil Consulting Limited ("Consulting")
signed an employment agreement with a shareholder, who is a director of the
Company, the CEO of the Company and the chairman of the Board of Directors of
DekelOil CI SA. Under the employment agreement, the CEO is entitled to a
monthly salary of €20,000 per month. The agreement is terminable by the
Company with 24 months' notice. The total annual salary, social benefits,
bonuses and management fee paid to the CEO during 2024 and 2023 was
approximately €227 thousand and €249 thousand, respectively.
2. In March 2008, DekelOil Consulting Limited signed an employment
agreement with a shareholder, who is a director of the Company, its Deputy CEO
and Chief Financial Officer. The agreement was amended on 11 July 2014, by the
board of the subsidiary to reflect the same salary terms as those of the CEO
described in c (1) above. The total annual salary and social benefits paid to
the employee during 2024 and 2023 was approximately €209 thousand and €232
thousand, respectively.
NOTE 18:- FINANCIAL INSTRUMENTS
a. Classification of financial liabilities:
The financial liabilities in the statement of financial position are
classified by groups of financial instruments pursuant to IFRS 9:
31 December
2024 2023
Euros in thousands
Financial liabilities measured at amortized cost:
Trade and other payables 4,321 2,795
Short-term loans 4,964 5,125
Long-term lease liabilities 128 128
Loans from shareholders 1,889 679
Long-term loans (including current maturities) 26,260 28,280
Total 37,562 37,007
b. Financial risks factors:
The Group's activities expose it to market risk (foreign exchange risk).
Foreign exchange risk:
The Company is exposed to foreign exchange risk resulting from the exposure to
different currencies, mainly, NIS and GBP. Since the FCFA is fixed to the
Euro, the Group is not exposed to foreign exchange risk in respect of the
FCFA. As of 31 December 2024 the foreign exchange risk is immaterial.
Liquidity risk:
The table below summarizes the maturity profile of the Group's financial
liabilities based on contractual undiscounted payments (including interest
payments):
31 December 2024
Less than one year 1 to 2 years 2 to 3 3 to 4 years 4 to 5 years > 5 Total
years years
Euros in thousands
Long-term loans (1) 8,591 8,368 6,784 4,639 2,342 30,724
Loan from shareholder 915 915
Short-term loan 5,386 5,386
Trade payables and other accounts payable 4,321 4,321
Long-term lease liabilities 15 15 15 15 15 1,329 1,404
18,313 8,383 6,799 5,569 2,357 1,329 42950
NOTE 18:- FINANCIAL INSTRUMENTS (Cont.)
31 December 2023
Less than one year 1 to 2 years 2 to 3 3 to 4 years 4 to 5 years > 5 Total
years years
Euros in thousands
Long-term loans (1) 5,956 7,189 8,863 6,784 4,639 2,342 35,773
Loan from shareholder 915 915
Short-term loan 5,125 5,125
Trade payables and other accounts payable 6,249 6,249
Long-term lease liabilities 15 15 15 15 15 1,344 1,419
17,342 7,204 8,878 6,799 4,654 4,601 48,479
Movement in financial liabilities:
Short term loans Long term loans (1) Lease liabilities Loans from shareholders (2) Total
Euros in thousands
Balance as of 1 January 2023 1,378 31,534 128 630 33,670
Receipt of short-term loan 3,762 3,762
Receipt of long-term loan
Repayment of loans (1,378) (3,254) (4,632)
Loan discount (2) 49 49
Balance as of 31 December 2023 3,762 28,280 128 679 32,849
Receipt of short-term loan 4,964 4,964
Receipt of long-term loan 1,982 1,982
Repayment of loans (3,762) (2,020) (870) (6,652)
Loan discount and accrued interest (2) 98 98
Balance as of 31 December 2024 4,964 26,260 128 1,889 33,241
(1) Including current maturities and accrued interest.
(2) See Note 6.
NOTE 19:- OPERATING SEGMENTS
a. General:
The operating segments are identified based on information that is reviewed by
the Company's management to make decisions about resources to be allocated and
assess its performance. Accordingly, for management purposes, the Group is
organized into two operating segments based on the two business units the
Group has. The two business units are incorporated under two separate
subsidiaries of the Company, the CPO production unit is incorporated under CS
DekelOil Siva Ltd. and its subsidiary and the RCN processing plant in the
initial production phase is incorporated under Pearlside Holdings Ltd. and its
subsidiary (see Note 1).
Segment performance (segment income (loss)) and the segment assets and
liabilities are derived from the financial statements of each separate group
of entities as described above. Unallocated items are mainly the Group's
headquarter costs.
b. Reporting operating segments:
Crude Raw cashew nut Unallocated Total
palm oil
Euros in thousands
Year ended 31 December 2024:
Revenues-external customers 28,221 1,740 29,961
Cost of revenues 23,501 3,692 27,193
Segment operating profit (loss) 2,871 (2,968) (918) (1,015)
Finance cost (1,593) (969) (11) (2,573)
Profit (loss) before taxes on income 1,278 (3,937) (929) (3,588)
Depreciation and amortization 1,447 2,089 31 3,567
Crude Raw cashew nut Unallocated Total
palm oil
Euros in thousands
Year ended 31 December 2023:
Revenues-external customers 37,220 1,079 - 38,299
Cost of revenues 31,477 4,762 - 36,239
Segment operating profit (loss) 3,741 (4,207) (1,036) (1,502)
Finance cost (1,976) (884) (21) (2,881)
Profit (loss) before taxes on income 1,765 (5,091) (1,057) (4,383)
Depreciation and amortization 1,566 2,508 29 4,103
NOTE 19:- OPERATING SEGMENTS (Cont.)
Crude Raw cashew nut Unallocated Total
palm oil
Euros in thousands
As of 31 December 2024:
Segment assets 33,063 13,430 130 46,623
Segment liabilities 28,465 10,154 533 39,152
As of 31 December 2023:
Segment assets 34,815 15,616 185 50,616
Segment liabilities 28,665 10,568 433 39,666
NOTE 20:- EVENTS AFTER THE REPORTING DATE
1. In June 2025 it was agreed with EBID to reschedule its loan (see Note 10
(c)4) for an additional 6 years with 1.5 years grace on principal payments
starting from 30 June 2025 at the same interest rate.
2. In June 2025 it was agreed with AgDevCo to reschedule its loan (see Note
10(c)2)for an additional 7 years with 2 years grace on principal payments
starting from 30 June 2025 at the same interest rate of 9%. The interest rate
will increase to 9.75% if the Hudson loan (see Note 10(c)7) will not be
rescheduled as well by 31 December 2025. The reschedule was conditional upon
completing an equity fund raising on AIM of at least €2 million. This
condition was met see (3) below.
3. On 27 June 2025 the Company completed a placing on the AIM, a market
operated by the London Stock Exchange ("the AIM"), by issuing 425,909,086
Ordinary shares at a price of £0.0055 per share for total consideration of c.
€2,747 thousand (£2,343 thousand), net proceeds of approximately €2,605
thousand (£2,221 thousand).
In addition, as part of the fund raising a Director of the Company that holds
approximately €1.2 million of debt in the Company converted the debt at the
fund-raising price into 187,931,098 Ordinary shares.
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