Annual Report & Financial Statements 2021
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DEKEL AGRI-VISION PLC
CONSOLIDATED FINANCIAL STATEMENTS
AS OF 31 DECEMBER 2021
EUROS IN THOUSANDS
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INDEX
Chairman's Statement
Company Information
Information on the Board of Directors
Professional Advisers
Directors’ Report
Chairman’s Statement on Corporate Governance
Statement of Directors’ Responsibilities
Independent Auditors' Report
Consolidated Statements of Financial Position
Consolidated Statements of Comprehensive Income
Consolidated Statements of Changes in Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
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Page
4-7
9
9
10
11-14
15-21
22
23-24
25-26
27
28
29-30
31-59
CHAIRMAN’S STATEMENT
2021 has seen a year of record breaking results in our Palm Oil Operation and considerable progress towards
commencement of production from our Cashew Operation, our second commodity to enter production and a
key part of our short and medium term strategies to increase both the scale and diversity of Dekel.
The excellent performance of our Palm Oil Operation has been reflected in our full year financial results.
Both revenue of €37.4 million (2020: €22.5 million) and EBITDA of €5.2 million (2020: €1.2m) were
records for our Palm Oil Operation. 2021 also saw a return to net profitability of the Palm Oil Operation
which delivered a net profit after tax of €1.0m, having reported a loss of €2.2 million in 2020. While
supportive palm oil prices have played a major role in these results, it is also due to Dekel’s ability to
navigate and withstand the various operational challenges resulting from Covid-19 and maintain stability
within the Palm 0il Operation.
In terms of delivering the Cashew Operation to production, significant progress was achieved in 2021, albeit
slower than we envisaged. At the time of writing this statement, we will now shortly commence the process
of increasing production to over 50% of capacity with final commissioning and 100% capacity to follow.
We believe the delivery of this project will be transformational in terms of increasing the scale, diversity and
most importantly the future profit potential of Dekel.
Palm Oil Operation
2021 Palm Oil production can be summarised in two halves: a solid high season during H1 where production
increased 11% compared to H1 2020 and an exceptionally high low season during H2 where production
increased 33% compared to H2 2020. Combined, the FY2021 CPO production of 39,959 tn was an annual
record. Tempering this result to a small degree was a lower CPO extraction rate of 21.0% in FY2021
compared to FY2020 of 22.1%.
The high levels of CPO production continued into January 2022; however, over the past few months we have
seen unusually weak quantities of FFB during the high season which typically takes place from February to
May. The weak FFB levels have been experienced throughout the east of Cote d’Ivoire and into the west of
Ghana. Our agronomists and other technical experts have had difficulty pin-pointing the exact reason for
this unusual seasonal trend. However, we have historically seen that periods of exceptionally high
production, as we experienced in H2 2021, are often followed by a weaker period of production. Critically,
during H1 2022, we have seen a dramatic improvement in the CPO extraction rate to well over 22%, which
is in part offsetting the weaker FFB volumes. Again, this is consistent with historical trends where FFB
production volumes and extraction rates have had an indirect relationship.
CPO prices achieved by the Company commenced 2021 at €796 per tonne and ended the year significantly
higher at €968 per tonne. During 2021 we saw CPO demand rise as economies reopened after Covid-19
lockdowns and supply remained constricted following a number of years of low global new planting levels,
coupled with labour, logistics and shipping challenges associated with the reopening of economies.
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Currently, we are experiencing a ‘super peak’ in CPO prices as the impact of the war in Ukraine, which
produces approximately 50% of the world’s sunflower oil (a substitute for CPO) has created further supply
constraints and has led to numerous vegetable oil producing countries (including soya producers, the main
substitute to CPO) to restrict exports in order to meet local demands. This has resulted in global CPO prices
rising to as high as €1,800 per tonne in March 2022. Whilst the current global uncertainty means predictions
are difficult, we expect to see some softening in prices during 2022 from these unprecedented levels.
However, we maintain our view that CPO prices should remain well above the long-term average of €700
per tonne for the foreseeable future which would be very supportive for our Palm Oil Operation. We also
remain bullish on medium to long term price dynamics.
The CPO and PKO prices achieved by Dekel locally in Côte d’Ivoire in FY2021 rose by 44.2% and 42.5%
respectively compared to FY2020. Despite these significant increases, local prices have now traded at a
material discount to the international market due to local market price caps being set at approximately €900
per tonne to protect local consumers. Whilst we continue to sell the majority of our products locally, we have
also commenced the export of a portion of our products in 2021. This commenced with our PKO which we
are currently selling for over €400 per tonne more than in 2021. In addition we are now exporting a portion
of our CPO production where our prices achieved have increased over €200 per tonne in recent months. We
aim to continue to export a portion of our products to gain access to the higher international prices while
balancing our obligations to local stakeholders.
Final Roundtable on Sustainable Palm Oil (‘RSPO’) audit and certification of our Palm Oil Mill has been
stalled firstly as a result of the inability of consultants and auditors to travel in H1 2021 due to Covid-19 and
a current resultant backlog of companies seeking RSPO audits and RSPO renewal audits post Covid-19
travel restrictions. During this waiting period we have been consulting with RSPO in relation to the audit of
our Company estates. As our estates consist of over 100 small plots rather than one large plot the audit
process, in our view, needed clarification and a bespoke approach. RSPO has now provided a clear pathway
to completing the Company estates audit and we are now preparing the works required with the objective of
completing the audits of the Palm Oil Mill and Company estates at the same time. We will continue to
update the market with our progress on this process.
Cashew Operation
The Cashew Operation site commenced 2021 as an early-stage construction site and finished the year with
all site and infrastructure works completed. The equipment, with the exception of the sorting and shelling
machinery was also largely commissioned, with pilot cashew production commencing in early January after
year-end. Whilst progress has been considerable, we have encountered a host of supplier equipment delays
due to our suppliers experiencing raw material shortages, logistics and shipping issues and additional Covid-
19 lockdowns. This has meant a number of key components, most notably the sorting and shelling
machines, have been severely delayed and stalled our intended timeline to ramp-up the Cashew Operation
towards full production. We believe we are finally seeing the light at the end of the tunnel including the
arrival of the colour sorting equipment from China on 12 June 2022 which, once installed, will allow
production to increase to above 50% of capacity shortly. In addition, shipment of the shelling machines are
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being prepared for shipment imminently. These machines when working together with substitute shelling
machines already on site will enable 100% capacity to finally be delivered. As announced on 15 June 2021,
we acquired approximately 2,000tn of raw cashew nut feedstock during 2021 and we are continuing to
acquire feedstock with the current objective of transitioning to full scale production as quickly as possible.
Whilst the delays have been very frustrating, we remain excited about the potential of the Cashew Operation
which is being developed in such a way that capacity can be increased significantly once the initial raw
material capacity of 10,000 tonnes per annum is reached. With a nameplate capacity of 15,000 tonnes per
annum (‘tpa’), production at the plant can be ramped up by 50% at no extra cost by increasing the number of
shifts from two to three when operations have reached an appropriate sustained period of stabilisation.
From 15,000tpa and at a cost of €5-6 million, the mill’s capacity can be doubled to 30,000tpa, which we
estimate could generate revenues in the region of approximately €35-40 million per annum based on today’s
cashew prices.
Other projects
We continue to assess and undertake low-cost feasibility studies on additional projects, including a third
commodity for which we believe we can leverage our existing infrastructure, logistics network and technical
expertise. In addition, we have medium term plans to create a clean energy operation from waste material
from both our Palm Oil Operation and Cashew Operation, which would underpin a biomass operation. Both
projects are proceeding cautiously with current work being low cost and will remain so, at least until the
Cashew Operation is up and running. We will provide further updates as appropriate.
Financial
A summary of the financial performance for FY2021, in addition to the comparatives for the previous 5
years, is outlined in the table below.
FY2021 FY 2020 FY 2019 FY 2018 FY 2017 FY 2016
FFB collected (tonnes)
190,020
154,151
176,019
146,036
171,696
171,301
CPO production (tonnes)
39,953
34,002
37,649
33,077
38,736
39,111
CPO sales (tonnes)
39,092
34,008
37,713
32,692
38,373
39,498
Average CPO price per tonne
€868
€602
€491
€542
€680
€575
Total Revenue (all products)
€37.4m
€22.5m
€20.9m
€20.9m
€30.2m
€26.6m
Gross Margin
€6.5m
€2.3m
€1.7m
€1.7m
€6.9m
€6.6m
Gross Margin %
17.4%
10.2%
8.1%
8.3%
22.8%
24.8%
Overheads
EBITDA
€3.8m
€2.8m
€3.2m
€3.2m
€3.6m
€3.2m
€4.8m
€1.2m
€0.2m
(€0.2m)
€4.5m
€4.1m
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EBITDA %
12.8%
5.3%
1.0%
-
14.9%
15.4%
Net Profit / (Loss) After Tax
€0.6m
(€2.2m)
(€3.3m)
(€3.3m)
€1.6m
€1.3m
Net Profit / (Loss) After Tax % 1.6%
-
-
-
5.3%
4.9%
FY2021 Revenue was a record for the Company and 66.2% higher than FY2020. This was driven by both
record production in addition to record CPO and PKO pricing. The Gross Margin improved by 7.2
percentage points compared to FY2020, largely due to increased efficiencies associated with processing
higher volumes, as well as premium sales prices. However, the Gross Margin % fell short of previous strong
years in FY2016 and FY2017 due to a relatively low CPO extraction rate of 21.0% compared to historical
levels above 22%. The CPO extraction rate is primarily driven by variation in the FFB oil content and,
pleasingly, we have seen the extraction rate increase to historical levels above 22% in early 2022.
FY2021 Overheads rose by €1m to €3.8m compared to FY2020. This was mainly attributable to the first-
time consolidation of the Cashew Operation overhead (€0.4m), increases in salaries post Covid-19 (€0.4m)
and one-off expenses related to the equity and debt raises completed in FY2021 (€0.2m).
Dekel achieved record FY2021 EBITDA of €4.8m, in addition to a return to profitability with a Net Profit
After Tax of €0.6m. We believe this was a strong outcome, particularly in a year of significant pre-
production investment, operating and financial costs of the Cashew Operation. We expect to see the
financial benefits of this significant investment start to pay dividends in Q4 2022 and beyond.
Outlook
We believe we have entered a period of supportive macro conditions in terms of selling prices of CPO and
PKO. Whilst FY2022 high season FFB volume levels have been weak, the financial results remain relatively
robust due to a combination of further increases in the selling prices of CPO and PKO compared to FY2021
and a material improvement in our extraction rate which, together, are driving an improvement in current
gross profit margins. We continue to operate as efficiently as possible during what has been a weak high
season and remain focused on controlling overheads in a high inflationary macro environment. The Cashew
Operation is now finally reaching the point where production volumes can be ramped up and we believe we
will see net contributions to Dekel from this operation commence in Q4 and importantly we expect it to be a
catalyst for a material uplift in financial performance of Dekel over the next 12 months.
I would like to thank the Board, management, our employees and advisers for their support and hard work
over the course of the year. I believe shareholders can look forward to an exciting year ahead.
Andrew Tillery
Non-Executive Chairman
Date: 22 June 2022
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COMPANY INFORMATION
Directors
Andrew James Tillery, Non-Executive Chairman
Youval Rasin, Chief Executive Officer
Yehoshua Shai Kol, Chief Financial Officer
Lincoln John Moore, Executive Director
Aristide Achybrou, Non-Executive Director
Secretary
Absolute Trust Nominees Ltd
Registered Office
38 Agias Fylaxeos, Nicolas Court
First Floor, Office 101
P.C. 3025
Company Registration
HE 210981
Country of Incorporation
Cyprus
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INFORMATION ON THE BOARD OF DIRECTORS
Andrew Tillery, Non-Executive Chairman
Mr Tillery is an experienced project manager and investment executive with over 25 years’ operational
management and private equity experience in Africa and other emerging markets. This includes eight years
(1996-2003) as a CEO in Côte d'Ivoire, West Africa where he had responsibility for managing a group of oil
palm operations and also founding a natural rubber business. Mr Tillery has an MA and MSc from Oxford
University, an MBA from the University of Chicago and worked with CDC Group Plc (the UK Government
development finance institution) from 1989 until 2004. Following this he spent several years in emerging
markets investment management. He is currently on the board of a number of African agribusiness and
adviser to several agribusiness investment funds in sub-Saharan Africa.
Youval Rasin, Chief Executive Officer
Mr Rasin is the co-founder of Dekel and has held senior management positions in various companies within
the Rina Group, a family holding company with diverse interests including agriculture, mining and hotels in
Africa and Europe. By profession, Mr Rasin is a qualified lawyer and has been active in Côte d’Ivoire since
2002, with 10 years’ experience in agro-industrial projects including 14 years in the palm oil industry with
Dekel.
Yehoshua Shai Kol, Deputy CEO and Chief Financial Officer
Mr Kol is the co-founder of Dekel. By profession, Mr Kol is a Chartered Accountant, and has an MBA from
Tel Aviv University. Mr Kol worked for 13 years in finance, with significant business & international
exposure. Mr Kol is a former employee of KPMG Corporate Finance and Professional Practice. He was also
the Financial Director for Europe, Middle East and Africa for an international software company, Director of
Finance and Business Development for Yellow Pages Ltd in Israel, during which time he led fund raising
and M&A.
Lincoln John Moore, Executive Director
For the past 12 years Mr Moore has been actively involved in establishing and developing oil palm projects
in Liberia, Sierra Leone and Côte d’Ivoire. Mr Moore was the former Chief Financial Officer of Sierra Leone
Agriculture Ltd until September 2011 and a co-founder and former director of Ragnar Capital Ltd. He has
played key roles in raising funding and developing early stage oil palm projects in West Africa. Mr Moore is
a Chartered Accountant and former senior manager in the restructuring division of Deloitte.
Aristide (“Aris”) C. Achy Brou, Non-Executive Director
Over the last 20 years Aristide has held senior positions in the commodity and derivative trading divisions at
Citadel, British Petroleum, JP Morgan and Goldman Sachs. A native of Côte d’Ivoire, Aristide and his
family have been involved in rubber plantations and processing operations in the country for over 40 years.
Aristide grew up in both France and Côte d’Ivoire and after graduating from the leading aerospace
engineering school in France, he moved to the US where he obtained a Master of Science at MIT and
received a PhD in Applied Statistics from Johns Hopkins University. Additionally, he holds an MBA from
the Wharton Business School, with a focus on Finance and Operational Management of Corporations.
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PROFESSIONAL ADVISERS
Nominated Adviser and Joint Broker
Joint Brokers
Auditor
Solicitors
WH Ireland Limited
24 Martin Lane,
London EC4R 0DR
Optiva Securities Limited
49 Berkeley Square, Mayfair
London W1J 5AZ
Kost Forer Gabbay & Kasierer
(a member of Ernst & Young Global)
3 Aminadav St.
Tel-Aviv 67067
Israel
Hill Dickinson LLP
The Broadgate Tower
20 Primrose Street
London EC2A 2EW
United Kingdom
Depositary
Computershare Investor Services PLC
Registrars
The Pavilions
Bridgewater Road
Bristol BS99 6ZZ
United Kingdom
Cymain Registrars Ltd
26 Vyronos Avenue
1096 Nicosia
Cyprus
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DIRECTORS’ REPORT
The Directors present their annual report and the audited Financial Statements for the year ended
31 December 2021.
Principal Activities
Dekel Public Ltd. is a Cyprus based holding company which owns 100% per cent. of, and is the operator of,
Dekel Cote d’Ivoire SA, an oil palm production company established in the Republic of Cote d’Ivoire.
Dekel Public Ltd. also holds a 70.7% interest in Pearlside Holdings Ltd who through its 100% owned
subsidiary Capro CI. is currently developing a cashew processing operation in the Republic of Cote d’Ivoire.
Group Results
The Group results are set out later in this report and are stated in thousands Euros. The Group made
operating net profit after tax of €0.5 million (2020 - €2.2 million loss). The Directors do not recommend the
payment of a dividend (2019 - nil).
Review of the Business
A review of the business for the year is set out in the Chairman’s Statement.
Key Performance Indicators
The Group implemented the following key performance indicators during 2021:
Key Performance Indicator
Budget
Actual
Fresh Fruit Bunches (‘FFB’) Received
180,000 tn
190,020 tn
Crude Palm Oil (‘CPO’) Extraction Rate
22.0%
CPO Produced
39,600 tn
21.0%
39,953 tn
Future Developments
Future Developments are outlined in the Outlook section of the Chairman’s Statement.
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Going Concern
The Directors have prepared cash flow forecasts and budgets that show that, for a period of at least twelve
months from the date of signing these Financial Statements, the Group expects to have sufficient resources to
continue its business. Accordingly, the Directors believe that it is appropriate to prepare the Financial
Statements on a going concern basis. See Note 1 for further details.
Events After the Reporting Period
There were no material events to report post period end.
Directors’ Remuneration
Details of Directors’ Remuneration are set out in the table below.
Executive Directors
Youval Rasin
-2021
-2020
Shai Kol
-2021
-2020*
Lincoln Moore
-2021
-2020*
Non-Executive
Directors
Andrew Tillery
-2021
-2020
Aristide Achybrou
-2021
-2020
Bernard Francois
(resigned 16 March
2020)
-2021
-2020
Salaries and
Fees Benefits Bonuses
€'000
€'000
€'000
Total
€'000
233
154
233
115
32
29
294
31
-
185
32
30
29
-
294
145
101
54
28
7
28
19
-
7
-
117
- - 54
16
-
-
- -
-
-
- -
28
7
28
19
-
-
- - 7
-
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Directors’ Shares and Options
Details of Directors’ interests as at 22 June 2022 in share options and warrants are set out in the table below:
Director
Andrew Tillery
Youval Rasin
Yehoshua Shai Kol
Lincoln John Moore
Aristide Achy Brou
Number of
Ordinary
Shares
Number
of Vested
Options
Number
of
Unvested
Options
-
- 1,800,000
68,406,705 6,933,333 1,566,667
28,221,861 6.933,333 1,566,667
5,549,791 6,933,333 1,566,667
-
22,715,601
-
Substantial Shareholding
As at 22 June 2022, the Company had been notified of the following substantial shareholdings in the
ordinary share capital:
Directors
Youval Rasin
Shai Kol
Aristide Achy Brou
Lincoln Moore
Over 3%
68,406,705
28,221,861
22,715,601
5,549,791
12.73%
5.25%
4.32%
1.03%
Miton Group plc
55,049,924 10.25%
AgDevCo Ltd
41,188,990
7.67%
Biopalm Energy Limited
35,455,111
6.60%
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Corporate Governance
Audit and Remuneration Committees have been established and in each case comprise Andrew Tillery,
Aristide Achybrou and Lincoln Moore.
The role of the Remuneration Committee is to review the performance of the executive Directors and to set
the scale and structure of their remuneration, including bonus arrangements. The Remuneration Committee
also administers and establishes performance targets for the Group’s employee share schemes and executive
incentive schemes for key management. In exercising this role, the terms of reference of the Remuneration
Committee require it to comply with the Code of Best Practice published in the Combined Code.
The Audit Committee is responsible for making recommendations to the Board on the appointment of the
auditors and the audit fee, and receives and reviews reports from management and the Company’s auditors
on the internal control systems in use throughout the Group and its accounting policies.
Suppliers’ Payment Policy
It is the Group's policy to agree appropriate terms and conditions for its transactions with suppliers by means
ranging from standard terms and conditions to individually negotiated contracts and to pay suppliers
according to agreed terms and conditions, provided that the supplier meets those terms and conditions. The
Group does not have a standard or code dealing specifically with the payment of suppliers.
Trade payables at the year end all relate to sundry administrative overheads and disclosure of the number of
days purchases represented by year end payables is therefore not meaningful.
Directors' Indemnities
In accordance with the Companies (Audit Investigations and Community Enterprise) Act 2004, which came
into force on 6 April 2005, the Company has indemnified the Directors against liability to third parties, and
undertaken to pay Directors' legal costs as incurred, provided that they are reimbursed to the Company if the
individual is convicted.
By Order of the Board
Lincoln Moore, Executive Director Date: 22 June 2022
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CHAIRMAN’S STATEMENT ON CORPORATE GOVERNANCE
Introduction
The Board of Directors of the Company recognises the importance of sound corporate governance and
applies The Quoted Companies Alliance Corporate Governance Code (2018) (the ‘QCA Code’), which they
believe is the most appropriate recognised governance code for a company with shares admitted to trading on
the AIM market of the London Stock Exchange. The QCA Code provides the Company with the framework
to help ensure that a strong level of governance is maintained, enabling the Company to embed the
governance culture that exists within the organisation as part of building a successful and sustainable
business for all its stakeholders.
The QCA Code has ten principles of corporate governance that the Company has committed to apply within
the
foundations of
the business. Full details can be
found on
the company’s website:
www.dekelagrivision.com.
We have outlined below a short explanation of how the Company applies each of the principles at the time of
preparation of this report. The Company will continually reassess and strengthen its policies and associated
execution of the aforementioned policies.
Principle One
Establish a strategy and business model which promote long-term value for shareholders
Dekel is a large-scale palm oil producer that works in close partnership with the communities and authorities
in its areas of operation. The establishment of such partnerships enables Dekel to pursue its strategy of
building sustainable, inclusive and environmentally sensitive palm oil production centres in the Ivory Coast.
Full details are provided on the Company’s website.
At the core of our immediate strategy is working to defend and increase our market share of the quantity of
FFB from our small holder suppliers and increase the market size of FFB from small holders in our region.
To increase market share we apply best practise supplier payment systems and assist our small holders with
logistics. This is evident in the 7 logistic centres we have established to ease the transportation burden on
small holders delivering FFB to our Mill. We have also implemented both a sustainable fertiliser programme
with our small holder farmers and a health care programme.
We are also working hard to apply best in practise environmental processes in our existing operations. An
example of this is our effluent treatment plant operation which we understand is one of the only fully
compliant system operating in our country of operations. We are also a fully committed member of the
Round Table for Sustainable Palm Oil and we are well advanced to full certification.
The falls in CPO prices through 2018 to 2020 (which has currently corrected to materially higher prices),
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highlighted a need to further diversify our operations. We therefore commenced the Cashew Operation
project applying our small holder business model. The Cashew Operation commenced pilot production in
early 2022 and we expect to materially ramp up operations in H2 2022 providing both product diversification
and scale for the overall Company.
Dekel will continue to assess opportunities to diversify its commodity base and in time, the countries it
operates to deliver long term sustainable and diversified revenue streams.
Principle Two
Seek to understand and meet shareholder needs and expectations
The Board is committed to maintaining good communication and having constructive dialogue with its
shareholders in order to communicate Dekel’s strategy and progress and to understand the needs and
expectations of shareholders. In 2021 this included increasing our use of social media (primarily Twitter),
regular podcasts to explain key announcements and twice yearly shareholder dial in calls to communicate
with our shareholders. See the Dekel website for further details.
Principle Three
Take into account wider stakeholder and social responsibilities and their implications for long-term
success
The Group’s operations in Côte d’Ivoire to date have created over 300 new jobs and it is expected the
Cashew Operation will create at least an additional 300 new jobs as we ramp up production. It is also
expected that our market entry as a reliable sales partner for palm oil and cashew small holders will continue
to encourage the improvement of existing oil farm yields, enhance farmers’ income, revitalise the Co-
operatives and accelerate the development of social infrastructure in the local community.
Dekel Côte d’Ivoire’s activity affects the lives of more than 6,000 families directly and indirectly. Dekel
Côte d’Ivoire has completed an Environmental and Social Impact Assessment (“ESIA”) which is in line with
the International Finance Corporation (“IFC”) requirements and Ivorian law. Dekel Côte d’Ivoire is
committed to adopt and operate in accordance with the recommendations provided by the ESIA.
The aim of the ESIA report was to satisfy both legal and institutional obligations under the Ivorian
environmental protection laws (Arrêté no 00972 du 14 Novembre 2007 relatif á l’ application du décret no
96 894 du 8 Novembre 1996), and also comply with the IFC standards on the environment.
Dekel Côte d’Ivoire is a member of the Roundtable of Sustainable Palm Oil (“RSPO”). The RSPO was
established in 2004 to promote the production and use of sustainable palm oil. The RSPO is an association
created by organisations carrying out activities in and around the entire supply chain for palm oil to promote
the growth and use of sustainable palm oil. The Directors are committed to compliance with its code of
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conduct where applicable and are well advanced towards full RSPO certification.
During the current Covid-19 pandemic we adhered to the prevailing advice and guidance of the relevant
government authorities in order to help ensure the wellbeing of all its staff and the local communities in
which Dekel operates in.
Principle Four
Embed effective risk management, considering both opportunities and threats, throughout the
organization
The Board is responsible for ensuring that procedures are in place and being implemented effectively to
identify, evaluate and manage the significant risks faced by the Company. A list of the key operational and
business risks is outlined on the Dekel website.
In terms of internal processes, the Company operates pursuant to internally created processes and
procedures, ensures all key strategy decisions are reviewed and approved by the Board and operates board
committees for both the Audit Committee and Remuneration Committee.
Principle Five
Maintain the Board as a well-functioning, balanced team led by the Chair
All of the Directors are subject to election by shareholders at the first Annual General Meeting after their
appointment to the Board and will continue to seek re-election at least once every three years. To date in the
current financial year, the Directors have a 100% record of attendance at meetings. Directors meet formally
and informally both in person and by telephone. The Board is responsible to the shareholders for the proper
management of the Group. The Boards undertakes the following meeting process:
- Strategy and Budgeting meeting once per year
- Monthly circulation of operational and financial results
- Weekly board update calls
Andrew Tillery and Aristide Achybrou are considered to be Independent Directors (applying the principles
on independence set out in Section B.1.1. of the UK Corporate Governance Code published by the Financial
Reporting Council).
The Company also recognises that from time to time board changes are appropriate to bring new a fresh
review of operations and strategy. In 2020 Aristide Achybrou replaced Bernard Francois as part of this
strategy.
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Principle Six
Ensure that between them, the Directors have the necessary up-to-date experience, skills and
capabilities
Our multi-disciplinary management team of executives, entrepreneurs and agronomists can call upon more
than 30 years of experience in the international agro-industry. Team members have driven the planning,
implementation and management of large-scale agricultural and agri-industrial projects across several
continents. The Board considers that all of the Directors and Non-Executive Directors are of sufficient
competence and calibre to add strength and objectivity to its activities, and bring considerable experience in
scientific, operational and financial development of food products and companies. The Board regularly
reviews the composition of the Board to ensure that it has the necessary breadth and depth of skills to support
the ongoing development of the Company. The Board ensures its knowledge is kept up to date on key issues
and developments pertaining to the Company, its operational environment and to the Directors’
responsibilities as members of the Board. During the course of the year, Directors receive updates from
various external advisers on a number of industry and corporate governance matters.
Audit and Remuneration Committees have been established and in each case comprise Andrew Tillery,
Lincoln Moore and Aristide Achybrou. The audit and remuneration committees comprise a majority of non-
executives and that they are chaired by non executives.
The role of the Remuneration Committee is to review the performance of the executive Directors and to set
the scale and structure of their remuneration, including bonus arrangements. The Remuneration Committee
also administers and establishes performance targets for the Group’s employee share schemes and executive
incentive schemes for key management. In exercising this role, the terms of reference of the Remuneration
Committee require it to comply with the Code of Best Practice published in the Combined Code.
The Audit Committee is responsible for making recommendations to the Board on the appointment of the
auditors and the audit fee, and receives and reviews reports from management and the Company’s auditors
on the internal control systems in use throughout the Group and its accounting policies.
The Directors’ biographies and details are set out earlier in this report and further information for the
Directors is summarised in the table below.
Name
Role
Time
Dekel Shareholder
Andrew Tillery
Non-Executive
2 days per month
No
Chairman
Youval Rasin
Chief Executive Office
Full time
Yehohua Shai
Deputy CEO and Chief
Full time
Kol
Financial Officer
Lincoln Moore
Executive Director
Full time
Aristide
Non-Executive Director
2 days per month
Yes
Yes
Yes
Yes
- 18 -
Achybrou
Principle Seven
Evaluate Board performance based on clear and relevant objectives, seeking continuous improvement
Internal evaluation of the Board, the Committees and individual Directors is undertaken on an annual basis in
the form of peer appraisal and discussions to determine the effectiveness and performance against targets and
objectives, as well as the Directors' continued independence. As a part of the appraisal the appropriateness
and opportunity for continuing professional development whether formal or informal is discussed and
assessed.
The Board may utilise the results of the evaluation process when considering the adequacy of the
composition of the Board and for succession planning. Succession planning is formally considered by the
Board on an annual basis in conjunction with the appraisal process. See principal 5 for 2020 board change
implemented.
Principle Eight
Promote a corporate culture that is based on ethical values and behaviours
The Board recognises that their decisions regarding strategy and risk will impact the corporate culture of the
Company as a whole which in turn will impact Company’s performance. The Directors are very aware that
the tone and culture set by the Board will greatly impact all aspects of the Company as a whole and the way
that consultants or other representatives behave.
The Board seeks to maintain the highest standards of integrity and probity in the conduct of the Group’s
operations. These values are enshrined in the written policies and working practices adopted by all
employees in the Group. An open culture is encouraged within the Group, with regular communications to
staff regarding progress and staff feedback regularly sought. The Executives regularly monitors the Group’s
cultural environment and seeks to address any concerns than may arise, escalating these to Board level as
necessary.
The Group is committed to providing a safe environment for its staff and all other parties for which the
Group has a legal or moral responsibility in this area. The Group’s health and safety policies and procedures
encompass all aspects of the Group’s day-to-day operations.
Issues of bribery and corruption are taken seriously. The Company has a zero-tolerance approach to bribery
and corruption and has an anti-bribery and corruption policy in place to protect the Company, its employees
and those third parties to which the business engages with. The policy is provided to staff upon joining the
business and training is provided to ensure that all employees within the business are aware of the
importance of preventing bribery and corruption. Each employment contract specifies that the employee will
comply with the policies.
- 19 -
There were no issues to note during the 2021 financial year.
Principle Nine
Maintain governance structures and processes that are fit for purpose and support good decision-
making by the Board
Ultimate authority for all aspects of the Company's activities rests with the Board, the respective
responsibilities of the Chairman and Non-Executive Directors arising as a consequence of delegation by the
Board. The Board has adopted appropriate delegations of authority which set out matters which are reserved
for the Board. The Chairman is responsible for the effectiveness of the Board as well as primary contact with
shareholders.
The Board has overall responsibility for promoting the success of the Group. The Executive Directors have
day-to-day responsibility for the operational management of the Group’s activities. The Non-executive
Directors are responsible for bringing independent and objective judgment to Board decisions.
There is a clear separation of the roles of Chief Executive Officer and Non-executive Chairman. The
Chairman is responsible for overseeing the running of the Board, ensuring that no individual or group
dominates the Board’s decision-making and ensuring the Non-executive Directors are properly briefed on
matters. The Chairman has overall responsibility for corporate governance matters in the Group and chairs
the Nominations and Corporate Governance Committee. The Chief Executive Officer has the responsibility
for implementing the strategy of the Board and managing the day-to-day business activities of the Group.
The Company Secretary is responsible for ensuring that Board procedures are followed and applicable rules
and regulations are complied with.
The Board has established an Audit Committee and Remuneration Committee with formally delegated duties
and responsibilities.
Audit Committee
The Audit Committee comprises three Directors, Andrew Tillery, Lincoln Moore and Aristide Achybrou,
and is chaired by Andrew Tillery. The Audit Committee will meet at the time of preparation of the annual
and interim accounts of the Company at such other times as the chairman of the Audit Committee shall deem
necessary. The Audit Committee receives and reviews reports from management of the Company’s auditors
relating to the interim and annual accounts and keeps under review the accounting and internal controls
which the Company has in place.
Remuneration Committee
The Remuneration Committee comprises three Directors, Andrew Tillery, Lincoln Moore and Aristide
Achybrou, and is chaired by Andrew Tillery. The Remuneration Committee will meet at such times as the
chairman of the Remuneration Committee or the Board deem necessary. The Remuneration Committee will
determine and review (in consultation with the Board) the terms and conditions of service of the executive
- 20 -
directors and non-executive directors. The Remuneration Committee will also review the terms and
conditions of any proposed share incentive plans, to be approved by the Board and the Company’s
shareholders.
In setting remuneration packages, the Committee ensured that individual compensation levels, and total
board compensation, were comparable with those of other AIM-listed companies where appropriate.
Further details are set out in the Director’s Report and notes to the accounts.
Principle Ten
Communicate how the Group is governed and is performing by maintaining a dialogue with
shareholders and other relevant stakeholders
The Company places a high priority on regular communications with its various stakeholder groups and aims
to ensure that all communications concerning the Group’s activities are clear, fair and accurate. Full details
of how the Company maintains a dialogue with shareholders and other stakeholders is set out on the
Company’s website and in Principal 2 above.
Andrew Tillery
Non-Executive Chairman
Date: 22 June 2022
- 21 -
STATEMENT OF DIRECTORS’ RESPONSIBILITIES
The Directors are responsible for preparing the Annual Report and the Financial Statements in accordance
with applicable law and regulations.
Company law requires the Directors to prepare Financial Statements for each financial year. Under that law
the Directors have elected to prepare the Group Financial Statements under the International Financial
Reporting Standards (‘IFRS’). The Financial Statements are required by law to give a true and fair view of
the state of affairs of the Group and Company, in addition to the profit or loss of the Group for that period.
In preparing these Financial Statements, the Directors are required to:
•
•
•
•
select suitable accounting policies and then apply them consistently;
make judgements and estimates that are reasonable and prudent;
state whether applicable accounting standards have been followed, subject to any material
departure disclosed and explained in the Financial Statements; and
prepare the Financial Statements on the going concern basis, unless it is inappropriate to
presume that the Group will continue in business.
The Directors are responsible for keeping adequate accounting records which disclose with reasonable
accuracy at any time the financial position of the Group and to enable them to ensure that the Financial
Statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of
the Group and hence for taking reasonable steps for the prevention and detection of fraud and other
irregularities.
In so far as each of the Directors are aware:
•
•
there is no relevant audit information of which the Group's auditors are unaware; and
the Directors have taken all steps that they ought to have taken to make themselves aware of
any relevant audit information and to establish that the auditors are aware of that information.
The Directors are responsible for the maintenance and integrity of the corporate and financial information
included on the Company's website.
- 22 -
Kost Forer Gabbay & Kasierer
144 Menachem Begin Road, Building A,
Tel-Aviv 6492102, Israel
Tel: +972-3-6232525
Fax: +972-3-5622555
ey.com
INDEPENDENT AUDITORS' REPORT
To the Shareholders of
DEKEL AGRI-VISION PLC.
Opinion
We have audited the consolidated financial statements of DEKEL AGRI-VISION PLC. and its
subsidiaries ("the Group"), which comprise the consolidated statements of financial position as of
31 December 2021 and 2020, and the related consolidated statements of comprehensive income,
changes in equity and cash flows for each of the years then ended, and the related notes to the
consolidated financial statements, which, as described in Note 2 to the consolidated financial
statements, have been prepared on the basis of International Financial Reporting Standards as
adopted by the European Union.
In our opinion, the accompanying consolidated financial statements present fairly, in all material
respects, the financial position of the Group as of 31 December 2021 and 2020, and the results of its
operations and its cash flows for the each of the years then ended in accordance with International
Financial Reporting Standards as adopted by the European Union
Basis for Opinion
We conducted our audits in accordance with auditing standards generally accepted in the United
States of America (GAAS). Our responsibilities under those standards are further described in the
Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of our
report. We are required to be independent of the Company and to meet our other ethical
responsibilities in accordance with the relevant ethical requirements relating to our audits. We
believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our audit opinion.
Responsibilities of Management for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial
statements in accordance with International Financial Reporting Standards as adopted by the
European Union, and for the design, implementation, and maintenance of internal control relevant
to the preparation and fair presentation of consolidated financial statements that are free of material
misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is required to evaluate whether
there are conditions or events, considered in the aggregate, that raise substantial doubt about the
Company’s ability to continue as a going concern for at least one year from the end of the reporting
period.
- 23 -
Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial
statements as a whole are free of material misstatement, whether due to fraud or error, and to issue
an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but
is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with
GAAS will always detect a material misstatement when it exists. The risk of not detecting a
material misstatement resulting from fraud is higher than for one resulting from error, as fraud may
involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal
control. Misstatements are considered material if there is a substantial likelihood that, individually
or in the aggregate, they would influence the judgment made by a reasonable user based on the
consolidated financial statements.
In performing an audit in accordance with GAAS, we:
- Exercise professional judgment and maintain professional skepticism throughout the audit.
-
Identify and assess the risks of material misstatement of the consolidated financial
statements, whether due to fraud or error, and design and perform audit procedures
responsive to those risks. Such procedures include examining, on a test basis, evidence
regarding the amounts and disclosures in the consolidated financial statements.
- Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing
an opinion on the effectiveness of the Company’s internal control. Accordingly, no such
opinion is expressed.
- Evaluate the appropriateness of accounting policies used and the reasonableness of
significant accounting estimates made by management, as well as evaluate the overall
presentation of the consolidated financial statements.
- Conclude whether, in our judgment, there are conditions or events, considered in the
aggregate, that raise substantial doubt about the Company’s ability to continue as a going
concern for a reasonable period of time.
We are required to communicate with those charged with governance regarding, among other
matters, the planned scope and timing of the audit, significant audit findings, and certain internal
control-related matters that we identified during the audit.
Tel-Aviv, Israel
June 22, 2022.
KOST FORER GABBAY & KASIERER
A Member of Ernst & Young Global
- 24 -
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
ASSETS
CURRENT ASSETS:
Cash and cash equivalents
Trade receivables
Inventory
Deposits in banks
Accounts and other receivables
Total current assets
NON-CURRENT ASSETS:
Deposits in banks
Property and equipment, net
Total non-current assets
Total assets
31 December
2021
2020
Euros in thousands
Note
4
10
5
1,595
1,487
3,240
595
365
7,282
202
-
1,283
-
292
1,777
10
7
501
43,892
282
41,249
44,393
41,531
51,675
43,308
The accompanying notes are an integral part of the consolidated financial statements.
- 25 -
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
EQUITY AND LIABILITIES
CURRENT LIABILITIES:
Short-term loans and current maturities of long-term loans
Trade payables
Advance payments from customers
Loan from non-controlling interest
Other accounts payable and accrued expenses
Total current liabilities
NON-CURRENT LIABILITIES:
Long-term lease liabilities
Accrued severance pay, net
Long-term loans
Total non-current liabilities
Total liabilities
EQUITY ATTRIBUTABLE TO EQUITY HOLDERS OF
THE COMPANY
Share capital
Additional paid-in capital
Accumulated deficit
Capital reserve
Capital reserve from transactions with non-controlling
interests
Non-controlling interests
Total equity
Total liabilities and equity
31 December
2021
2020
Euros in thousands
Note
10
6
8
9
10
11
5,431
1,374
108
915
2,646
5,676
893
1,971
-
1,824
10,474
10,364
169
135
24,562
192
238
20,052
24,866
20,482
35,340
30,846
170
39,985
(17,971)
2,532
(8,710)
16,006
142
35,569
(18,728)
2,532
(7,754)
11,762
329
700
16,335
12,462
51,675
43,308
The accompanying notes are an integral part of the consolidated financial statements.
June 22, 2022.
Date of approval of
the
financial statements
Youval Rasin
Yehoshua Shai Kol
Lincoln John Moore
Director and Chief
Executive Officer
Director and Chief
Finance Officer
Executive Director
- 26 -
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Revenues
Cost of revenues
Gross profit
General and administrative
Operating profit (loss)
Finance cost
Share of loss of associate
Profit (loss) before taxes on income
Taxes on income
Net income (loss) and total comprehensive income (loss)
Attributable to:
Equity holders of the Company
Non-controlling interests
Net income (loss) and total comprehensive income (loss)
Note
12
15a
15b
15c
41
Year ended
31 December
2021
2020
Euros in thousands
(Except per share
amounts)
37,391
30,880
6,511
3,869
2,642
(1,726)
-
916
275
641
757
(116)
641
22,546
20,207
2,339
2,761
(422)
1,582
167
(2,171)
55
(2,226)
(2,226)
-
(2,226)
Net earnings (loss) per share attributable to equity holders
of the Company
Basic and diluted net earnings (loss) per share
16
0.00
-
(0.01)
The accompanying notes are an integral part of the consolidated financial statements.
- 27 -
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
Attributable to equity holders of the Company
Share
capital
Additional
paid-in
capital
Accumulated
deficit
Capital reserve
Capital reserve
from
transactions
with non-
controlling
interests
Non-
controlling
interests
Total
Total Equity
Euros in thousands
Balance as of 1 January, 2020
141
34,368
(16,502)
2,532
(7,754)
12,785
-
12,785
Loss and total comprehensive loss
Issuance of shares (Note 10)
Non-controlling interests arising from initially consolidated subsidiary
Share-based compensation
-
1
-
-
-
907
-
295
(2,226)
-
-
-
-
-
-
-
-
-
-
-
(2,226)
908
-
295
Balance as of 31 December 2020
142
35,570
(18,728)
2,532
(7,754)
11,762
Net income (loss)and total comprehensive income (loss)
Issuance of shares (Note 11)
Acquisition of non-controlling interests (Note 6)
Share-based compensation
26
2
-
3,720
401
295
757
-
-
-
(956)
757
3,745
(553)
295
-
-
700
-
700
(116)
(255)
(2,226)
908
700
295
12,462
641
3,745
(808)
295
Balance as of 31 December 2021
170
39,985
(17,971)
2,532
(8,710)
16,006
329
16,335
The accompanying notes are an integral part of the consolidated financial statements.
- 28 -
CONSOLIDATED STATEMENTS OF CASH FLOWS
Cash flows from operating activities:
Net income (loss)
Adjustments to reconcile net income (loss) to net cash provided by (used
in) operating activities:
Adjustments to the profit or loss items:
Depreciation
Share-based compensation
Accrued interest on long-term loans and non-current liabilities
Change in employee benefit liabilities, net
Share of loss of associate
Changes in asset and liability items:
Decrease (increase) in inventories
Decrease (increase) in accounts and other receivables
Decrease (increase) in bank deposits
Increase in trade payables
Increase (decrease) in advance from customers
Increase in accrued expenses and other accounts payable
Cash paid during the year for:
Income taxes
Interest
Year ended
31 December
2020
2021
Euros in thousands
641
(2,226)
1,888
295
1,188
(103)
-
(1,957)
(1,296)
-
498
(1,863)
859
(491)
(264)
(1,188)
1,369
295
1,141
205
167
(366)
(39)
(18)
83
802
325
3,964
(9)
(1,296)
(1,452)
(1,305)
Net cash provided by (used in) operating activities
(1,302)
433
The accompanying notes are an integral part of the consolidated financial statements.
- 29 -
CONSOLIDATED STATEMENTS OF CASH FLOWS
Cash flows from investing activities:
Increase in cash upon initial consolidation of subsidiary (a)
Loan to associate
Increase in deposits
Purchase of property and equipment
Net cash used in investing activities
Cash flows from financing activities:
Issuance of shares (offering net of expenses)
Cash paid on acquisition of non-controlling interests
Long-term lease, net
Loan to subsidiary by non-controlling interests
Receipt of short-term loans, net
Receipt of long-term loans
Repayment of long-term loans
Net cash provided by financing activities
Increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
Supplemental disclosure of non-cash activities:
Issuance of shares in consideration for investment in Pearlside
(a) Acquisition of initially consolidated subsidiary:
The subsidiaries' assets and liabilities at date of acquisition:
Deficiency in working capital (excluding cash and cash
equivalents)
Deposits
Property, plant and equipment
Right of use asset
Long-term debt
Non-controlling interests
Issuance of shares for acquisition
Investment in company accounted for at equity
Year ended
31 December
2020
2021
Euros in thousands
-
-
(814)
(4,568)
(5,382)
3,726
(806)
(23)
915
605
5,997
(2,338)
8,077
1,393
202
1,595
403
89
(378)
(118)
(407)
-
-
(12)
-
945
1,220
(2,250)
(97)
(71)
273
202
884
-
-
-
-
-
-
-
-
-
462
(264)
(12,191)
114
8,174
700
884
2,210
89
The accompanying notes are an integral part of the consolidated financial information.
- 30 -
NOTE 1:- GENERAL
a.
b.
c.
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 constructing a Raw Cashew Nut (“RCN”) processing
plant, which is currently in the initial production phase. The Company's registered
office is in Limassol, Cyprus.
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 first palm oil mill.
Pearlside Holdings Ltd. (“Pearlside”) a company incorporated in Cyprus, is a
subsidiary of the Company since December 2020. The assets and liabilities of
Pearlside are included for the first time by the Company in the consolidated
statement of financial position at 31 December 2020. The Company holds 70.7%
interest since February 2021 (previously 54%). Pearlside has a wholly owned
subsidiary in Cote d’Ivoire, Capro CI SA (“Capro”). Capro is currently engaged in
the initial production phase of its RCN processing plant in Cote d’Ivoire near the
village of Tiabisu (see also Note 6).
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.
Cash flow from operations and working capital deficiency
In FY2021 the Company recognised record revenue, record Palm Oil
operating profit and returned to Group profitability. This resulted in the Group
working capital deficiency materially decreasing from €8.6 million as at 31
December 2020 to €3.3 million. Although in 2021 there was a negative cash flow
from Group operations of €1.4 million, this was due to the activities of the RCN
operation. The positive cash flow from the Palm Oil operations in 2021was
approximately € 2.2 million. In 2022, CPO prices have continued to materially
increase during the first few months, and through the date of approval of these
financial statements. Despite softer CPO volumes, the Palm Oil operations are
continuing to generate positive operating cash flow. In addition, expenditures for
the completion of the RCN processing plant of Pearlside have been almost entirely
paid and have now entered the production phase with operational capacity in the
process of increasing materially over the coming months. As a result, the RCN
operation is expected to produce additional operating cash flow for the Group in
the latter half of 2022 and beyond. The Group has prepared detailed forecasted
cash flows through the end of 2023, which indicate that the Group should have
positive cash flows from its operations. However, the operations of the Group are
subject to various market conditions, including quantity and quality of fruit
- 31 -
NOTE 1:- GENERAL (Cont.)
harvests and market prices, that are not under the Group's control that could have
an adverse effect on the Group's future cash flows.
Based on the above, Company 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.
f.
The recent outbreak of COVID-19 had a significant effect on the global economic
conditions and CPO prices, but it had no significant impact on the Company’s
operations during 2021. The outbreak of COVID-19 may resume its negative effect
on economic conditions regionally as well as globally, disrupt operations situated
in countries particularly exposed to the contagion, affect the Company's customers
and suppliers or business practices previously applied by those entities, or
otherwise impact the Company's activities. Governments in affected countries have
imposed travel bans, quarantines and other emergency public safety measures.
Those measures, though apparently temporary in nature, may continue and
increase depending on developments in the COVID-19 pandemic. The ultimate
severity of the COVID-19 outbreak is uncertain at this time and therefore the
Company cannot reasonably estimate the impact it may have on its end markets
and its future revenues, profitability, liquidity and financial position.
g. Definitions:
The Group
- DEKEL AGRI-VISION PLC and its subsidiaries.
The Company - DEKEL AGRI-VISION PLC.
Subsidiaries
- Companies that are controlled by the Company- CS DekelOil Siva Ltd,
DekelOil CI SA, DekelOil Consulting Ltd, and commencing from
December 2020 - Pearlside Holdings, Capro CI SA.
Associate
- Company in which the Group has significant influence over the
financial and operating policies without having control – Pearlside
Holdings Ltd (until December 2020).
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.
- 32 -
NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.)
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.
The financial statements of the Company and of the subsidiaries are prepared as of
the same dates and periods. The consolidated financial statements are prepared
using uniform accounting policies by all companies in the Group. Significant
intragroup balances and transactions and gains or losses resulting from intragroup
transactions are eliminated in full in the consolidated financial statements.
Non-controlling interests in subsidiaries represent the equity in subsidiaries not
attributable, directly or indirectly, to a parent. Non-controlling interests are
presented in equity separately from the equity attributable to the equity holders of
the Company. Profit or loss and components of other comprehensive income are
attributed to the Company and to non-controlling interests. Losses are attributed to
non-controlling interests even if they result in a negative balance of non-
controlling interests in the consolidated statement of financial position.
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.
c. Business combinations and goodwill:
Business combinations are accounted for by applying the acquisition method. The
cost of the acquisition is measured at the fair value of the consideration transferred
on the acquisition date with the addition of non-controlling interests in the
acquiree. In each business combination, the Company chooses whether to measure
the non-controlling interests in the acquiree based on their fair value on the
acquisition date or at their proportionate share in the fair value of the acquiree's net
identifiable assets.
Direct acquisition costs are carried to the statement of profit or loss as incurred.
In a business combination achieved in stages, equity interests in the acquiree that
had been held by the acquirer prior to obtaining control are measured at the
acquisition date fair value while recognizing a gain or loss resulting from the
revaluation of the prior investment on the date of achieving control.
Contingent consideration is recognized at fair value on the acquisition date and
classified as a financial asset or liability in accordance with IAS 39. Subsequent
changes in the fair value of the contingent consideration are recognized in profit or
- 33 -
NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.)
loss. If the contingent consideration is classified as an equity instrument, it is
measured at fair value on the acquisition date without subsequent remeasurement.
d.
Investment in an associate:
Associates are companies in which the Group has significant influence over the
financial and operating policies without having control. The investment in an
associate is accounted for using the equity method.
e.
Functional currency, presentation currency and foreign currency:
1.
Functional currency and presentation 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.
2.
Transactions, assets and liabilities in foreign currency:
Transactions denominated in foreign currency are recorded upon initial
recognition at the exchange rate at the date of the transaction. After initial
recognition, monetary assets and liabilities denominated in foreign currency
are translated at each reporting date into the functional currency at the
exchange rate at that date. Exchange rate differences, other than those
capitalized to qualifying assets or accounted for as hedging transactions in
equity, are recognized in profit or loss. Non-monetary assets and liabilities
denominated in foreign currency and measured at cost are translated at the
exchange rate at the date of the transaction. Non-monetary assets and
liabilities denominated in foreign currency and measured at fair value are
translated into the functional currency using the exchange rate prevailing at
the date when the fair value was determined.
f.
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.
g.
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
- 34 -
NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.)
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.
the date of
initial recognition,
On
the Company may
irrevocably designate a debt instrument as measured at fair
value through profit or loss if doing so eliminates or
significantly
recognition
inconsistency, such as when a related financial liability is also
measured at fair value through profit or loss.
a measurement
reduces
or
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.
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
instruments are
in equity
recognized in profit or loss when the right to receive the
dividends is established.
investments
from
g.
Financial instruments (Cont.):
2.
Impairment of financial assets:
The Company evaluates at the end of each reporting period the loss
- 35 -
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 2021, there were no past-due trade receivables.
3.
Financial liabilities:
a)
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.
4.
Derecognition of financial instruments:
a)
Financial assets:
A financial asset is derecognized when the contractual rights to
the cash flows from the financial asset expire.
b)
Financial liabilities:
A financial liability is derecognized when it is extinguished,
that is when the obligation is discharged or cancelled or
expires.
h.
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.
- 36 -
i.
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.
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:
Land
Motor vehicles
Years
99
5
The Group tests for impairment of the right-of-use asset whenever there are
indications of impairment pursuant to the provisions of IAS 36.
j.
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.
k.
Property and equipment:
- 37 -
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.
Depreciation is calculated by the straight-line method over the estimated useful
lives of the assets at the following annual rates:
Extraction mill
Palm oil plantations
Computers and peripheral equipment
Equipment and furniture
Motor vehicles
Agriculture equipment
%
2.5
3.33
33
15 – 20
25
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.
l.
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.
An impairment loss of an asset, other than goodwill, is reversed only if there have
been changes in the estimates used to determine the asset's recoverable amount
since the last impairment loss was recognized. Reversal of an impairment loss, as
above, shall not be increased above the lower of the carrying amount that would
have been determined (net of depreciation or amortization) had no impairment loss
been recognized for the asset in prior years and its recoverable amount. The
reversal of impairment loss of an asset presented at cost is recognized in profit or
loss.
m. 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.
In determining the amount of revenue from contracts with customers, the Company
evaluates whether it is a principal or an agent in the arrangement. The Company is
a principal when the Company controls the promised goods or services before
transferring them to the customer. In these circumstances, the Company recognizes
revenue for the gross amount of the consideration. When the Company is an agent,
- 38 -
NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.)
it recognizes revenue for the net amount of the consideration, after deducting the
amount due to the principal.
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.
n.
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.
o.
Earnings (loss) per share:
Earnings (loss) per share are calculated by dividing the net income attributable to
equity holders of the Company by the weighted number of Ordinary shares
outstanding during the period.
Potential Ordinary shares are included in the computation of diluted earnings per
share when their conversion decreases earnings per share from continuing
operations. Potential Ordinary shares that are converted during the period are
included in diluted earnings per share only until the conversion date and from that
date in basic earnings per share. The Company's share of earnings of investees is
included based on its share of earnings per share of the investees multiplied by the
number of shares held by the Company.
p.
Provisions:
A provision in accordance with IAS 37 is recognized when the Group has a present
obligation (legal or constructive) as a result of a past event, it is probable that an
outflow of resources embodying economic benefits will be required to settle the
obligation and a reliable estimate can be made of the amount of the obligation.
- 39 -
When the Group expects part or all of the expense to be reimbursed, for example
under an insurance contract, the reimbursement is recognized as a separate asset
but only when the reimbursement is virtually certain. The expense is recognized in
profit or loss net of any reimbursement.
q. 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.
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).
r.
Share-based payment transactions:
The Company's employees / other service providers are entitled to remuneration in
the form of equity-settled share-based payment transactions and certain employees
/ other service providers are entitled to remuneration in the form of cash-settled
share-based payment transactions that are measured based on the increase in the
Company's share price.
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
- 40 -
NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.)
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.
s.
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.
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.
- 41 -
NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.)
t.
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.
u.
Changes in accounting policies – initial application of new financial reporting and
accounting standards and amendments to existing financial reporting and
accounting standards:
1.
Amendments to IFRS 9, IFRS 7, IFRS 16, IFRS 4 and IAS 39 regarding the
IBOR reform:
In August 2020, the IASB issued amendments to IFRS 9, "Financial
Instruments", IFRS 7, "Financial Instruments: Disclosures", IAS 39,
"Financial Instruments: Recognition and Measurement", IFRS 4, "Insurance
Contracts", and IFRS 16, "Leases" ("the Amendments").
The Amendments provide practical expedients when accounting for the
effects of the replacement of benchmark InterBank Offered Rates (IBORs)
by alternative Risk Free Interest Rates (RFRs).
Pursuant to one of the practical expedients, an entity will treat contractual
changes or changes to cash flows that are directly required by the reform as
changes to a floating interest rate. That is, an entity recognizes the changes
in interest rates as an adjustment of the effective interest rate without
adjusting the carrying amount of the financial instrument. The use of this
practical expedient is subject to the condition that the transition from IBOR
to RFR takes place on an economically equivalent basis.
In addition, the Amendments permit changes required by the IBOR reform
to be made to hedge designations and hedge documentation without the
hedging relationship being discontinued, provided certain conditions are
met. The Amendments also provide temporary relief from having to meet
the "separately identifiable" requirement according to which a risk
component must also be separately identifiable to be eligible for hedge
accounting.
The Amendments include new disclosure requirements in connection with
the expected effect of the reform on an entity's financial statements, such as
how the entity is managing the process to transition to the interest rate
reform, the risks to which it is exposed due to the reform and quantitative
information about IBOR-referenced financial instruments that are expected
to change.
The Amendments are effective for annual periods beginning on or after
January 1, 2021. The Amendments are to be applied retrospectively.
However, restatement of comparative periods is not required.
- 42 -
NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.)
The application of the Amendments did not have a material impact on the
Company's financial statements.
NOTE 3:- DISCLOSURE OF NEW STANDARDS IN THE PERIOD PRIOR TO THEIR
ADOPTION
a.
Amendment to IAS 16, "Property, Plant and Equipment":
In May 2020, the IASB issued an amendment to IAS 16, "Property, Plant and
Equipment" ("the Amendment"). The Amendment prohibits a company from
deducting from the cost of property, plant and equipment ("PP&E") consideration
received from the sales of items produced while the company is preparing the asset
for its intended use. Instead, the company should recognize such consideration and
related costs in profit or loss.
The Amendment is effective for annual reporting periods beginning on or after
January 1, 2022, with earlier application permitted. The Amendment is to be
applied retrospectively, but only to items of PP&E made available for use on or
after the beginning of the earliest period presented in the financial statements in
which the company first applies the Amendment. The company should recognize
the cumulative effect of initially applying the Amendment as an adjustment to the
opening balance of retained earnings at the beginning of the earliest period
presented.
The Company estimates that the application of the Amendment is not expected to
have a material impact on the financial statements.
d.
Amendment to IAS 1, "Presentation of Financial Statements":
In January 2020, the IASB issued an amendment to IAS 1, "Presentation of
Financial Statements" ("the Amendment") regarding the criteria for determining
the classification of liabilities as current or non-current.
The Amendment includes the following clarifications:
What is meant by a right to defer settlement;
That a right to defer must exist at the end of the reporting period;
That classification is unaffected by the likelihood that an entity will exercise its
deferral right;
That only if an embedded derivative in a convertible liability is itself an equity
instrument would the terms of a liability not impact its classification.
The Amendment is effective for annual periods beginning on or after January 1,
2023 and must be applied retrospectively.
The Company is evaluating the possible impact of the Amendment on its current
loan agreements.
- 43 -
NOTE 3:- DISCLOSURE OF NEW STANDARDS IN THE PERIOD PRIOR TO THEIR
ADOPTION (Cont.)
f.
Amendment to IAS 8, "Accounting Policies, Changes to Accounting Estimates and
Errors":
In February 2021, the IASB issued an amendment to IAS 8, "Accounting Policies,
Changes to Accounting Estimates and Errors" ("the Amendment"), in which it
introduces a new definition of "accounting estimates".
Accounting estimates are defined as "monetary amounts in financial statements
that are subject to measurement uncertainty". The Amendment clarifies the
distinction between changes in accounting estimates and changes in accounting
policies and the correction of errors.
The Amendment is to be applied prospectively for annual reporting periods
beginning on or after January 1, 2023 and is applicable to changes in accounting
policies and changes in accounting estimates that occur on or after the start of that
period. Early application is permitted.
The Company is evaluating the effects of the Amendment on its financial
statements.
NOTE 4:- INVENTORY
Palm oil mill final products
Plants
Raw cashew nuts
Spare parts, tools & materials
NOTE 5:- ACCOUNTS AND OTHER RECEIVABLES
Government authorities (VAT)
Prepaid expenses and other receivables
Loans to employees
Advance payment to contractor
- 44 -
31 December
2020
2021
Euros in thousands
902
186
1,381
771
3,240
212
172
899
1,283
31 December
2021
2020
Euros in thousands
10
7
29
319
365
3
12
41
236
292
NOTE 6:- INVESTMENT IN PEARLSIDE HOLDINGS LTD
On 20 December 2018 the Company entered into an agreement to purchase a 43.8%
interest in Pearlside Holdings Ltd ("Pearlside") by way of issuing 52,612,613 Ordinary
shares of the Company. Pearlside, through its wholly-owned subsidiary, was in the
advanced stages of development and construction of a Raw Cashew Nut (RCN)
processing plant in Cote d'Ivoire, The closing of this purchase transaction occurred on 7
January 2019 (See also Note 11 Equity).
Based on the market price of the Company's shares on the date of the purchase, the cost
of the investment in Pearlside amounted to approximately €1.9 million.
On 30 October 2020 the Company entered into an agreement to increase its holding in
Pearlside to 52% by way of issuing 28,552,800 Ordinary shares of the Company. Based
on the market price of the Company's shares on the date of the purchase, the cost of this
additional investment in Pearlside is €740 thousand. The shares were issued, and the
transaction was completed on 25 November 2020.
Following this transaction, the Company gained control over Pearlside. The assets and
liabilities of Pearlside are included for the first time in the consolidated statement of
financial position as of 31 December 2020. As Pearlside was in the process of
construction of its RCN plant, the results of operations of Pearlside from the date of
acquisition to 31 December 2020 were immaterial.
On 8 December 2020 the Company entered into an agreement to purchase an additional
2% and to increase its holding to 54% by way of issuing 3,922,789 Ordinary shares of the
Company. Based on the market price of the Company's shares on the date of the
purchase, the cost of this additional investment in Pearlside is €144 thousand.
As of the date of obtaining control, the RCN plant under construction represented
substantially all of the gross assets of Pearlside. All of the activity of Pearlside related to
the construction of the plant. There were a few employees that were involved in the
supervision of the construction which was being performed by external contractors.
Accordingly, the purchase transaction was accounted for as an acquisition of assets.
Pursuant to IFRS 3, the Company records the cash and other financial assets and
liabilities at their fair value on date of acquisition (which approximated their carrying
amounts, including loans which were recently obtained at market terms). The excess of
(i) the cost of the investment plus (ii) the non-controlling interest recognized over (iii) the
carrying amount of the net assets acquired (equity of Pearlside) was allocated to the RCN
plant. The non-controlling interest in the amount of € 700 was measured at its
proportionate share of the net assets (equity) of Pearlside.
Following are the assets and liabilities acquired at the date of acquisition (Euros in
thousands):
Deficiency in working capital
Non- current deposits
Property, plant and equipment
Lease liability
Long-term debt
(373)
264
12,191
(114)
(8,174)
- 45 -
NOTE 6:- INVESTMENT IN PEARLSIDE HOLDINGS LTD (Cont.)
On 8 February 2021, the Company signed an agreement to purchase an additional 16.7%
of Pearlside for a total consideration of £1.062 million (€1.2 million), of which £354,000
(€403 thousand) was settled via the issue of 7,080,000 new Ordinary shares at 5 pence
per share (see Note 11), and the remaining £708,000 (€806 thousand) of the consideration
was settled in cash. Following this acquisition, the Company holds 70.7% of Pearlside.
The difference between the total consideration and the carrying amount of the non-
controlling interests, in the amount of € 956 thousand, was recorded as a charge to
“capital reserve from transactions with non-controlling interests” in equity.
During 2021 the shareholders of Pearlside invested additional funds as a loan to
Pearlside, in order to finance the construction and activity of Pearlside. The portion of the
loan provided by the non-controlling interests amounted to €915 thousand. The loan
bears no interest and is to be repaid only from available funds of Pearlside. The loan is
presented as a current liability in the consolidated statement of financial position as of 31
December 2021.
- 46 -
NOTE 7:- PROPERTY AND EQUIPMENT, NET
Composition and movement:
Computers
and
peripheral
equipment
Equipment
and
furniture
Motor
vehicles
Agricultu
re
equipmen
t
Extraction
mill
and land
Palm oil
plantations
Cost:
Balance as of 1 January, 2020
Acquisitions during the year
Disposals during the year
Initial consolidation of
subsidiary
Balance as of 31 December,
2020
Acquisitions during the year
Disposals during the year
Balance as of 31 December,
2021
Accumulated depreciation:
Balance as of 1 January 2020
Depreciation during the year
Disposals during the year
290
4
(15)
3
282
87
-
163
29
(15)
Balance as of 31 December 2020
177
Depreciation during the year
Disposals during the year
31
-
Cashew
processing
mill under
construction
and land
-
-
-
Total
36,260
119
(94)
110
1,495
464
26,281
7,620
103
(72)
-
-
26
26
-
-
-
12
-
-
12,133
12,191
1,552
490
26,281
7,632
12,133
48,476
723
(149)
-
-
247
-
-
-
3,079
-
4,589
(149)
-
(7)
3
106
453
-
369
559
2,126
490
26,528
7,632
15,212
52,916
98
8
(7)
99
15
-
825
394
3,693
205
(72)
15
-
876
-
779
236
-
958
409
4,569
1,015
220
(145)
26
-
861
-
789
-
-
-
-
-
-
-
-
5,952
1,369
(94)
7,227
1,942
(145)
9,024
Balance as of 31 December 2021
208
114
1,033
435
5,430
1,1,804
Depreciated cost as of 31
December 2021
Depreciated cost as of 31
December 2020
161
445
1,093
55
21,098
5,828
15,212
43,892
105
7
594
81
21,712
6,617
12,133
41,249
NOTE 8:- OTHER ACCOUNTS PAYABLE AND ACCRUED EXPENSES
Employees and payroll accruals
VAT payable
Other accounts payable & accrued expenses
- 47 -
31 December
2021
2020
Euros in thousands
917
405
1,325
2,647
993
100
731
1,824
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.
In January 2018 a subsidiary of the Company signed a lease agreement for a vehicle. The
lease is for 5 years and the payment is €1,080 per month.
A subsidiary consolidated for the first time at 31 December 2020 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 2021 amounted
to € 161 (2020 - €169).
NOTE 10:- LOANS
a.
Long-term loans:
Interest rate as of
31 December
Currency
2021
31 December
2021
2020
Euros in thousands
SGBCI
SOGEBOURSE (c.1)
SIB (c.2)
AgDevCo (c.3)
BGFI (c.4)
BIDC (c.5)
NSIA (c.6)
NSIA (c.7)
BGFI (c.8)
HUDSON (c.9)
Total loans
Less - current maturities
In FCFA
In FCFA
In FCFA
In Euro
In FCFA
In FCFA
In FCFA
In FCFA
In FCFA
In FCFA
6.2%-7.3%
8.4%
6.85%
8.2%
7.5%
7.25%
8.5%
7.75%
7.75%
7.5%
b.
Short-term loans and current maturities:
Bank Credit line
Short-term loan from bank
Current maturities - per a. above
- 48 -
-
4,568
256
7,200
941
4,053
2,287
133
1,524
5,991
26,953
(2,391)
24,562
1
6,387
377
7,200
1,153
4,053
1,834
762
1,524
-
23,291
(3,239)
20,052
31 December
2021
2020
Euros in thousands
1,888
1,152
2,391
5,431
2,437
3,239
5,676
NOTE 10:- LOANS (Cont.)
c.
1.
long-term
loan of up
In September 2016 DekelOil CI SA signed a long-term financing facility
agreement with a consortium of institutional investors arranged by
to FCFA 10 billion
SOGEBOURSE for a
(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. Part of the funds were used to repay a short-term loan in
the amount of €1,524 thousand and a long-term loan in the amount of €497
thousand.
2.
3.
In October 2018 DekelOil CI SA signed a loan agreement with Societe
Ivorienne de Banque ("SIB") for FCFA 400 million (approximately €610
thousand). The loan is for 5 years and bears interest at a rate of 8.2% per
annum. One of the boilers in the CPO extraction mill serves as a security for
the loan.
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. The funds from the loan were used as follows: (i)
€6.2 million to replace existing NSIA Bank loan and (ii) €1.0 million for
Environmental, Social and Governance ("ESG") activities and general
working capital purposes. The fixed assets of DekelOil CI SA serves as a
security for this loan.
The loan agreement contains the following financial covenants to be
tested on a quarterly basis: (1) Current Ratio of at least 0.5; (2) Debt
Service Coverage Ratio of at least 1. The Company met these
financial covenants on 31 December 2021 and is expected to meet
these financial covenants during 2022.
4. 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.
5.
On 16 March 2016 Capro CI SA signed a loan agreement with the Bank of
Investment and Development of CEDEAO ("EBID") according to which
- 49 -
NOTE 10:- LOANS (Cont.)
EBID agreed to grant Capro CI SA a facility of 3,000 million FCFA
(€ 4,573 thousand).
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).
6.
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 1,500 million FCFA (€ 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.
7. 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 500 million FCFA (€ 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.
8. 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).
9. On 25 January 2021 DekelOil CI SA signed an agreement with Hudson for
issuance of a long-term bond of up to €15.2 million (10,000 million FCFA).
The first tranche of €6 million (3,930 million FCFA) was received on 27
January 2021. The bond is for 7 years with a 3-year grace for principal
repayments. The bond bears annual interest of 7.75%. 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 2021, the deposits amount to
€283 thousand and €239 thousand (current and non-current deposits),
respectively.
- 50 -
NOTE 11:- EQUITY
a.
Composition of share capital:
31 December
2021
2020
Authorized
31 December
2021
2020
Issued and outstanding
Number of shares
Ordinary shares of € 0.0003367
par value each
1,000,000,000
1,000,000,000
535,863,569
457,126,075
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 2021, 800,000 Ordinary shares are fully vested.
These shares were issued to the General Manager in 2022.
25
November 2020 the Company issued 28,552,800 Ordinary Shares
On
according to an agreement to increase its holding of Pearlside to 52% by way of a
share swap. Based on the market price of the Company's shares on the date of the
purchase, the cost of this additional investment in Pearlside is €740 thousand.
On 10 December 2020 the Company completed a purchase of an additional 2% of
Pearlside Holding Ltd, reaching a total holding of 54% of Pearlside, by way of
issuing 3,922,789 Ordinary shares of the Company. Based on the market price of
the Company's shares on the date of the purchase, the cost of this additional
investment in Pearlside is €144 thousand.
In 2020 the Company issued 1,587,043 ordinary shares to certain brokers in
consideration for services provided. The fair value of the shares issued amounting
to € 24 thousand was recorded in general and administrative expenses
On 29 January 2021 the Company raised equity totaling to £3.3 million (€3.7
million, (net of £0.23 million (€0.26 million) fund raising costs) through the
placing of 70,000,000 new Ordinary Shares at an issue price of 5 pence per share.
On 8 February 2021, the Company signed an agreement to purchase an additional
16.7% of Pearlside for a total consideration of £1.062 million (€1.2 million), of
which £354,000 (€403 thousand) was settled via the issue of 7,080,000 new
Ordinary shares at 5 pence per share -see Note 6.
In 2021 (January & September) the Company issued 1,656,029 ordinary shares to
certain brokers in consideration for services provided. The fair value of the shares
issued amounting to € 64 thousand was recorded in general and administrative
expenses
- 51 -
NOTE 11:- EQUITY (Cont.)
b.
Share option plan:
On 15 January 2015 the Company granted directors and senior employee's options
to purchase 8,100,000 Ordinary shares. Of that amount, 1,800,000 options vested
immediately, and the remainder will vest ratably over 3 years. Half of the options
have an exercise price of 12.5 pence per share while the remainder is exercisable at
a price of 20 pence per share. The fair value of the options granted calculated
On 19 October 2015 the Company granted directors and senior employee's options
to purchase 1,800,000 Ordinary shares. The options will vest ratably over 3 years.
Half of the options have an exercise price of 12.5 pence per share while the
remainder is exercisable at a price of 20 pence per share. The fair value of the
options granted calculated based on Black-Scholes option pricing model was
approximately €139 thousand.
On 30 June 2017 the Company granted directors and senior employee's options to
purchase 10,750,000 Ordinary shares. The options will vest ratably over 5 years.
The exercise price of the options is €0.1359 per share. The fair value of the options
granted calculated based on Black-Scholes option pricing model was
approximately €612 thousand.
On 1 January 2017 a subsidiary appointed a new CEO, and as part of his
employment compensation he was granted 1,200,000 options to purchase Ordinary
shares of the Company at a nominal exercise price. The options vest linearly over
three years. The fair value of the options at the date of grant was calculated based
on the share price at that date and was approximately €151 thousand.
On 2 December 2019 the Company granted directors and advisers options to
purchase 17,600,000 Ordinary shares. The 2019 Options expire 10 years from
the date of grant and have an exercise price of 2.45 pence per Ordinary Share. One
third of the 2019 Options vest immediately. The balance of the 2019 Options are
subject to vesting conditions as follows:
(i) One third of the options may only be exercised if at any point following the
date of grant, the 30-day Volume Weighted Average Price (VWAP) of the
Ordinary Shares achieves a price per share equal to or exceeding 4.0 pence, this
condition was met during 2020. These options vest over 12 months following the
date of grant.
(ii) A further one third of the options may only be exercised if at any point
following the date of grant, the 30-day VWAP of the Ordinary Shares achieves a
price per share equal to or exceeding 6.0 pence. These options vest over 12 months
from the first anniversary of the date of grant.
The fair value of the options granted calculated based on Black-Scholes option
pricing model was approximately €289 thousand for the 14,100,000 options
granted to directors and approximately €72 thousand for the 3,500,000 options
granted to advisors.
In addition, in December 2019 the Company amended the terms of 7,200,000 of
the options granted in January 2015 (see above) and of the terms of 9,100,000
- 52 -
option granted on 30 June 2017 (see above), to reflect the same terms, vesting
terms and duration of the options granted on 2 December 2019.
The incremental fair value of the amended options totaling approximately €212
thousand was calculated based on the difference between the fair value of the
options immediately before the amendment and their fair value immediately after
the amendment. The calculation was based on Black-Scholes option pricing model.
This incremental fair value will be recorded as an expense over the amended
vesting period in addition to the expense recorded in respect of the original grant of
these options.
A summary of the activity in options for the years 2021 and 2020 is as follows:
Year ended
31 December
2021
2020
Weighted
average
exercise
price-Euro
Number
of options
35,522,314
0.0332
-
-
-
-
-
-
-
-
Number of
options
35,522,314
-
-
-
-
Weighted
average
exercise
price-Euro
0.0332
-
-
-
-
Outstanding at beginning of year
Exercised
Granted
Expired
Forfeited
Outstanding at end of year
35,522,314
0.0332
35,522,314
0.0332
Exercisable options
29,655,647
0.0352
24,222,314
0.0352
c.
Capital reserve
The capital reserve comprises the contribution to equity of the Company by the
controlling shareholders.
NOTE 12:- REVENUES
a.
All of the revenues are derived from the sales of Palm Oil, Palm Kernel Oil and
Palm Kernel Cake in Cote d'Ivoire see also Note 19.
b. Major customers:
Year ended 31 December
2021
2020
Euros in thousands
Revenues from major customers which each account for
10% or more of total revenues reported in the
financial statements:
Customer A -
Customer B -
23,925
5,241
18,531
-
- 53 -
NOTE 13:- FAIR VALUE MEASUREMENT
The fair value of accounts and other receivables, 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 €26,953 thousands and €23,291 thousands
(including current maturities) approximates their fair value as of 31 December 2021 and
2020, respectively (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 of the Company are approximately €31 thousand of CS
DekelOil Siva Ltd are approximately €20 thousand, and of Pearlside are
approximately €12 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.
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 is expecting to meet.
The subsidiary DekelOil Consulting Ltd was incorporated in Israel and is taxed
according to Israeli tax laws.
b.
Tax assessments:
The Company's subsidiary, DekelOil CI SA, received a final tax assessment
through 2020.
As of 31 December 2020, the Company and all its other subsidiaries had not yet
received final tax assessments
- 54 -
c.
The tax expense during the year ended 31 December, 2021 relate to tax of the
Company's subsidiaries DekelOil CI SA and DekelOil Consulting Ltd.
NOTE 15:- SUPPLEMENTARY
INFORMATION
TO
THE
STATEMENT OF
COMPREHENSIVE INCOME
a. Cost of revenues:
Cost of fruits
Salaries and related benefits
Cultivation & Nursery costs
Vehicles
Maintenance and other operating costs
Depreciation
b. General and administrative expenses:
Salaries and related benefits
Subcontractors
Rents & related office expenses
Travel expenses
Legal & accounting and professional fees
Vehicle maintenance
Insurance
Brokerage & nominated advisor fees
Depreciation
Share-based compensation
Other
c.
Finance cost:
Interest on loans (*)
Bank fees
Exchange rate differences
Year ended
31 December
2021
2020
Euros in thousands
23,064
1,937
588
356
3,251
1,684
30,880
1,610
452
160
84
378
118
168
99
204
271
325
3,869
1,438
400
(112)
1,726
14,233
1,680
578
372
2,111
1,233
20,207
1,131
310
108
99
283
86
86
82
138
271
167
2,761
1,144
429
9
1,582
* Net of interest capitalized of € 827 thousands
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:
Net income(loss) attributable to equity holders
of the Company
Weighted average number of Ordinary shares used for
computation of:
Basic earnings (loss) per share
- 55 -
Year ended 31 December
2020
2021
Euros in thousands
757
(2,226)
528,368,244
428,930,844
Diluted net earnings (loss) per share (after effect of options)
529,217,521
428,930,844
In 2020, 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.1
a.2
Balances:
Other accounts payable and accrued expenses
Transactions:
Services and expense reimbursements
b.
Compensation of key management personnel of the
Company:
Short-term employee benefits
Share-based compensation
Year ended
31 December
2021
2020
Euros in thousands
452
191
-
33
801
224
625
224
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 2021 and 2020 was approximately
€239 thousand and €217 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 2021 and 2020 was approximately
€239 thousand and €217 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:
Financial liabilities measured at amortized cost:
- 56 -
31 December
2021
2020
Euros in thousands
Trade and other payables
Short-term loans
Long-term lease liabilities
Long-term loans (including current maturities)
Total
4,022
3,040
169
26,947
2,717
2,437
192
23,291
34,178
28,637
NOTE 18:- FINANCIAL INSTRUMENTS (Cont.)
b.
Financial risks factors:
The Group's activities expose it to market risk (foreign exchange risk). Certain of
the Group's long-term obligations at the reporting date also bear variable interest
rates which are linked to the inter banking interest rate in Cote d'Ivoire and in the
UK, and therefore the Group is exposed to cash flow risks due to changes in that
base interest rate. The effect on profit or loss is approximately €80 thousand for
each 1% change in the base interest rate.
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 2021, 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 2021
Long-term loans (1)
Loan from non-
controlling interest
Short-term loan
Trade payables and other
accounts payable
Long-term lease
liabilities
31 December 2020
Long-term loans (1)
Short-term loan
Trade payables and
other accounts
payable
Long-term lease
liabilities
Less than
one year
1 to 2
years
2 to 3
years
3 to 4
years
4 to 5
years
> 5 years
Total
Euros in thousands
4,117
3,269
4,563
4,447
4,225
10,937
31,558
915
3,040
4,022
30
15
15
15
15
1,365
915
3,040
4,022
1,455
12,124
3,284
4,578
4,462
4,240
12,302
40,990
Less than
one year
1 to 2
years
2 to 3
years
3 to 4
years
4 to 5
years
> 5 years
Total
Euros in thousands
4,254
2,437
4,784
-
3,935
-
4,504
-
3751
-
11,758
-
32,986
2,437
2,717
20
-
20
-
6
-
6
-
6
-
328
2,717
386
9,428
4,804
3,941
4,510
3,757
12,086
36,091
- 57 -
NOTE 18:- FINANCIAL INSTRUMENTS (Cont.)
Movement in financial liabilities:
Short
term loans
Long term
loans (1)
Lease
liabilities
Loan from
non-
controlling
interest
Balance as of 1 January 2020
1,490
16,302
Receipt of short-term loan
Repayment of long-term lease
New lease upon consolidation of
subsidiary.
Repayment of loans
Receipt of long-term loans
Initial consolidation of subsidiary
2,437
-
-
(1,490)
-
-
-
-
-
(3,584)
2,363
8,174
Balance as of 31 December 2020
2,437
23,291
Receipt of short-term loan
Repayment of long-term lease
3,040
90
-
(12)
114
-
-
-
192
(23)
-
-
-
-
-
-
-
-
915
Repayment of loans
Receipt of long-term loans
Balance as of 31 December 2021
(2,437)
3,040
(2,339)
5,991
26,943
169
915
Total
17,882
2,437
(12)
114
(5,038)
2,363
8,174
23,557
3,955
(23)
(4,776)
5,991
28,704
1)
Including current maturities and accrued interest.
NOTE 19:- OPERATING SEGMENTS
a.
General:
The operating segments are identified on the basis of information that is reviewed
by the Companies 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 under construction is incorporated
under Pearlside Holdings Ltd and its subsidiary (see Note 1)
The RCN processing activity was consolidated for the first time on 31 December
2020, and 2021 is the first year that the results of RCN operations are consolidated
(see Note 6).
Segment performance (segment income (loss)) and the segment assets and
liabilities are derived from the financial statements of each separate group of
- 58 -
entities as described above. Unallocated items are mainly the Group's headquarter
costs, finance expenses and taxes on income.
NOTE 19:- OPERATING SEGMENTS (Cont.)
b.
Reporting operating segments:
Crude Palm
Oil
Raw Cashew
Nut
Euros in thousands
Total
Year ended 31 December 2021:
Revenues-External customers
37,391
-
37,391
Segment profit (loss)
3,830
(391)
3,439
Unallocated corporate expenses
Finance cost
Profit before taxes on income
Depreciation and amortization
(1,888)
Year ended 31 December 2020:
Revenues-External customers
22,546
Segment profit (loss)
137
Unallocated corporate expenses
Finance cost
Share of loss of associate
Profit before taxes on income
Depreciation and amortization
(1,369)
(797)
(1,809)
833
(1,888)
22,546
137
(559)
(1,582)
(167)
(2,171)
(1,369)
-
-
-
-
Crude Palm
Oil
Raw Cashew
Nut
Euros in thousands
Total
As of 31 December 2021:
Segment assets
33,393
18,199
51,592
Segment liabilities
24,180
10,943
35,123
As of 31 December 2020:
Segment assets
30,580
12,728
43,308
Segment liabilities
21,912
8,934
30,846
- - - - - - - - - - - - - - - - -
- 59 -