1
DEKEL AGRI-VISION PLC
CONSOLIDATED FINANCIAL STATEMENTS
AS OF 31 DECEMBER 2022
EUROS IN THOUSANDS
2
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
3
Page
4-6
7
8
9
10-13
14-20
21
22-23
24-25
26
27
28-29
30-59
CHAIRMAN’S STATEMENT
Summary
The Palm Oil Operation experienced a surge in CPO prices during 2022, reaching unprecedented levels. This
significantly contributed to our financial performance during a period of very low production due to an
atypically weak high season. Additionally, our mill operations performed well demonstrated by the improved
CPO extraction rate and effective operating cost management, despite global inflation. These factors collectively
established a solid foundation that allowed the Palm Oil Operation to achieve a strong EBITDA of €4.6m.
The Cashew Operation achieved notable progress during 2022 including first production and first sales revenue,
despite equipment delays resulting in a much longer than expected commission phase and a net loss of €2.3m.
With all key equipment on site prior to year end, commercial production is now well underway and we believe
that the financial performance of the Cashew Operation will significantly improve during 2023.
Palm Oil Operation
CPO production volumes started well in January 2022, however, the expected high season, which typically peaks
from February through May did not materialize as usual. Consequently, this marked the weakest high season in
the Company's history. It is important to note that this decline in production was experienced across the region.
Nonetheless, local experts anticipated that this variation is temporary, and we have seen a significant
improvement in the 2023 high season so far.
We achieved record prices for CPO and PKO in 2022 as global inflationary pressures post Covid-19 created
supply constraints which was compounded by the war in Ukraine which hampered the supply of sunflower oil, a
substitution for CPO. We saw some easing in the global supply constraints as the year progressed and CPO prices
softened to around $US1,000 towards the end of 2022, still well above the long term CPO price average of around
€800 per tonne. We anticipate CPO prices may soften further as 2023 progresses although to this point, CPO
prices remain above historical averages and supportive of a strong 2023 year of financial performance. Whilst
seasonal and annual variations in CPO prices are inevitable, we remain positive on the medium to long term
outlook for CPO prices given challengers bringing more supply to the market and demand side robustness due to
the necessity nature of vegetable oils and therefore CPO, the largest consumed vegetable oil world-wide.
After a lengthy consultation period, the Roundtable on Sustainable Palm Oil (‘RSPO’) finally provided a clear
pathway in H2 2022 of the information required to complete 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. The two key final reports requested by RSPO for the estates audit were a LUCA (land
use change analysis) and HCV-HCS (High Conservation Value – High Carbon Stock) assessment. Both reports
were commissioned post period end in early 2023 and we expect to receive these reports in early Q3 2023. With
these reports completed we will be able to engage RSPO auditors to complete the audit and we will update the
market as soon as this audit process has commenced.
Cashew Operation
4
The Cashew Operation achieved key milestones in 2022 including first production and first sales. However, the
ramp in production has been hindered by supplier delays including the sorting and shelling equipment delivery
being well behind schedule from the Italian supplier. The Company attempted to mitigate delays by taking over
the logistics of shipment directly rather than await consolidation in Italy by the Cashew operation vendor and
utilising substitute shelling equipment in order to continue the testing and commissioning of the entire Cashew
Operation. Now with all key equipment now on site we commenced commercial production including the first
quarterly market reporting. We expect a material improvement in production in 2023 and strong progression
towards the Cashew Operation becoming a positive contributor to group profitability after reporting a €2.3
million net loss in 2022.
The Directors firmly believe that, given time, the Cashew Operation has the potential to surpass the Palm Oil
Operation in terms of profit contribution to the Group. Our approach to the development of the Cashew project
allows for significant capacity expansion within a short period. With a nameplate capacity of 15,000 tonnes per
annum (‘tpa’), the plant's production can be increased by 50% at no additional cost by adding a third shift, thus
reaching a production capacity of 15,000tpa. Moreover, with a capital expenditure of €5-6 million, the mill's
capacity can be doubled to 30,000tpa, which the Directors estimate could generate approximately €35-40
million in annual revenues based on current prices.
Other Projects
While we have future expansion plans, including the processing of a third commodity and clean energy
initiatives, these projects are currently on hold as we prioritize the ramp up of the Cashew Operation, which we
believe will play a pivotal role in enhancing the Group's financial performance in 2023 and beyond.
Group Financial Performance
A summary of the Group financial performance for FY2022, in addition to the comparatives for the previous 5
years, is outlined in the table below.
FY2022
FY2021
FY 2020
FY 2019
FY 2018
FY 2017
FFB collected (tonnes)
116,733
190,020
154,151
176,019
146,036
171,696
CPO production (tonnes)
25,751
39,953
34,002
37,649
33,077
38,736
CPO sales (tonnes)
26,016
39,092
34,008
37,713
32,692
38,373
Average CPO price per tonne
€1,025
€868
€602
€491
€542
€680
Total Revenue (all products)
€31.2m
€37.4m
€22.5m
€20.9m
€20.9m
€30.2m
Gross Margin
€5.1m
€6.5m
€2.3m
€1.7m
€1.7m
€6.9m
Gross Margin %
16.7%
17.4%
10.2%
8.1%
8.3%
22.8%
Overheads
€3.9m
€3.8m
€2.8m
€3.2m
€3.2m
€3.6m
5
EBITDA
EBITDA %
€2.7m
€4.8m
€1.2m
€0.2m
(€0.2m)
€4.5m
9.3%
12.8%
5.3%
1.0%
-
14.9%
Net Profit / (Loss) After Tax
(€1.3m)
€0.6m
(€2.2m)
(€3.3m)
(€3.3m)
€1.6m
Net Profit / (Loss) After Tax %
-
1.6%
-
-
-
5.3%
Total Assets
€54.7m
€51.7m
€43.3m
€33.6m
€33.4m
€33.9m
Total Liabilities
€39.4m
€35.5m
€30.8m
€20.8m
€21.8m
€19.2m
Total Equity
€15.3m
€16.3m
€12.5m
€12.8m
€11.6m
€14.7m
Palm Oil Operation
•
Strong EBITDA of €4.6m delivered from the Ayenouan palm oil plant in Côte d’Ivoire (‘Palm Oil
Operation’) primarily driven by record Crude Palm Oil (‘CPO’) and Palm Kernel Oil Pricing (‘PKO’)
offsetting a historically low Fresh Fruit Bunch (‘FFB’) harvesting year:
o 18.4% decrease in revenues to €30.5m (2020: €37.4m) - includes sale of CPO, Palm Kernel Oil
('PKO'), Palm Kernel Cake ('PKC') and Nursery Plants
o Gross margin increased by 9.2% to 19.0% (2021: 17.4%)
o 2022 EBITDA of €4.6m (2021: €5.2m)
o Net profit after tax of €1.1m (2020: €1.0m)
Cashew Operation
• First year of cashew pilot production commenced and first year of sales achieved of €0.7m
• Cashew Operation operating loss of €2.3m recorded for 2022 during the commissioning process
•
Significant improvement in financial results expected in 2023 as commercial production ramps up
Outlook
Looking ahead, with the Palm Oil Operation currently experience a rebound in production quantities and prices
continuing to remain high the short term outlook for this operation is positive. In addition, with the Cashew
operation is now transitioning towards a consistent and growing financial contributor to the Group's
performance, we remain on track to deliver a record financial performance in 2023.
I extend my gratitude to the Board, Management, employees, and advisors for their support and hard work
throughout the year.
Andrew Tillery
Non-Executive Chairman
Date: 27 June 2023
6
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
7
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.
8
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
9
DIRECTORS’ REPORT
The Directors present their annual report and the audited Financial Statements for the year ended
31 December 2022.
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 100% interest in Pearlside Holdings Ltd who through its 100% owned
subsidiary Capro CI. which operates 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 loss after tax of €1.3 million (2021 – net profit after tax of €0.6 million). The Directors do not
recommend the payment of a dividend (2021 - 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 2022:
Key Performance Indicator
Budget
Actual
Fresh Fruit Bunches (‘FFB’) Received
180,000 tn
116,733 tn
Crude Palm Oil (‘CPO’) Extraction Rate
22.0%
CPO Produced
39,600 tn
22.1%
25,751 tn
Future Developments
Future Developments are outlined in the Outlook section of the Chairman’s Statement.
10
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
On 24 January 2023 the Company increased its ownership in Pearlside Holdings Ltd, the wholly owned
parent of Capro CI SA, the entity which owns the Cashew Operation via the acquisition of a 29.3%
beneficial interest for a total consideration of £619k (based on closing share price of 3.1p per share as at 23
January 2023). Consideration was provided via the issue of 19,968,701 new ordinary shares of €0.0003367
in the Company.
Directors’ Remuneration
Details of Directors’ Remuneration for 2022 and 2021 are set out in the table below.
Executive Directors
Youval Rasin
-2022
-2021
Shai Kol
-2022
-2021
Lincoln Moore
-2022
-2021
Non-Executive Directors
Andrew Tillery
-2022
-2021
Aristide Achybrou
-2022
-2021
Salaries
and Fees
€'000
Benefits
€'000
Bonuses
€'000
182
33
-
Total
€'000
215
233
33
29
294
183
233
34
32
-
29
217
294
98
-
-
98
101
-
16
117
27
28
27
28
-
-
-
-
-
-
-
-
27
28
27
28
11
Directors’ Shares and Options
Details of Directors’ interests as at 27 June 2023 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
-
23,824,324
-
Substantial Shareholding
As at 27 June 2023, the Company had been notified of the following substantial shareholdings in the
ordinary share capital:
Directors
Youval Rasin
Shai Kol
68,406,705
28,221,861
Aristide Achy Brou
23,824,324
Lincoln Moore
Over 3%
Miton Group plc
AgDevCo Ltd
5,549,791
52,892,394
41,188,990
Biopalm Energy Limited
35,455,111
Kilik & Co LLP
21,522,000
12.25%
5.05%
4.27%
0.99%
9.47%
7.37%
6.35%
3.85%
12
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: 27 June 2023
13
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),
14
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 commercial production in early 2023.
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 at the Palm Oil Operaion
and over 200 new jobs at the Cashew Operation.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
conduct where applicable and are well advanced towards full RSPO certification.
15
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.
Principle Six
Ensure that between them, the Directors have the necessary up-to-date experience, skills and
capabilities
16
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
Non-Executive Director
2 days per month
Aristide
Achybrou
Principle Seven
Yes
Yes
Yes
Yes
17
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.
There were no issues to note during the 2022 financial year.
Principle Nine
18
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
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.
19
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: 27 June 2023
20
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.
21
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 2022 and 2021, 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 2022 and 2021, 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.
22
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 27, 2023.
KOST FORER GABBAY & KASIERER
A Member of Ernst & Young Global
23
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
DEKEL AGRI-VISION PLC.
ASSETS
CURRENT ASSETS:
Cash and cash equivalents
Trade receivables
Inventory
Bank deposits - restricted
Other accounts receivable
Total current assets
NON-CURRENT ASSETS:
Bank deposits - restricted
Property and equipment, net
Total non-current assets
Total assets
31 December
2022
2021
Euros in thousands
Note
4
10
5
2,240
1,568
3,158
679
950
8,595
1,595
1,487
3,240
595
365
7,282
10
7
850
45,235
501
43,892
46,085
44,393
54,680
51,675
The accompanying notes are an integral part of the consolidated financial statements.
24
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
DEKEL AGRI-VISION PLC.
LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Short-term loans and current maturities of long-term loans
Trade payables
Advances from customers
Loan from non-controlling interest
Other accounts payable
Total current liabilities
NON-CURRENT LIABILITIES:
Long-term lease liabilities
Accrued severance pay, net
Loan from shareholder
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
Note
10b
6
8
9
6
10
11
Non-controlling interests
Total equity
Total liabilities and equity
31 December
2022
2021
Euros in thousands
5,671
1,359
346
-
3,852
5,431
1,374
108
915
2,646
11,228
10,474
128
127
630
27,241
169
135
-
24,562
28,126
24,866
39,354
35,340
177
40,736
(18,804)
2,532
(9,315)
15,326
170
39,985
(17,971)
2,532
(8,710)
16,006
-
329
15,326
16,335
54,680
51,675
The accompanying notes are an integral part of the consolidated financial statements.
June 27, 2023
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
25
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
DEKEL AGRI-VISION PLC.
Note
12
15a
15b
15c
14
Year ended
31 December
2022
2021
Euros in thousands
(Except per share
amounts)
31,205
26,185
5,020
3,845
1,175
103
(2,475)
(1,197)
141
(1,338)
(833)
(505)
(1,338)
37,391
30,880
6,511
3,869
2,642
-
(1,726)
916
275
641
757
(116)
641
Revenues
Cost of revenues
Gross profit
General and administrative expenses
Operating profit
Other income
Finance cost
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)
Net earnings (loss) per share attributable to equity holders
of the Company:
Basic and diluted net earnings (loss) per share
16
0.00
0.00
The accompanying notes are an integral part of the consolidated financial statements.
26
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
DEKEL AGRI-VISION PLC.
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, 2021
142
35,570
(18,728)
2,532
(7,754)
11,762
700
12,462
Net income (loss) and total comprehensive income (loss)
Issue of shares (Note 10)
Non-controlling interests arising from initially consolidated subsidiary
Share-based compensation
-
26
2
-
-
3,719
401
295
757
-
-
-
-
-
-
-
(956)
757
3,745
(553)
295
(116)
-
(255)
-
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
Net loss and total comprehensive loss
Issue of shares for services provided (Note 11)
Issue of shares upon acquisition of non-controlling interests (Note 6)
-
-
7
-
44
707
(833)
-
-
-
-
-
-
(605)
(833)
44
109
(505)
-
176
(1,338)
44
285
Balance as of 31 December 2022
177
40,736
(18,804)
2,532
(9,315)
15,326
-
15,326
The accompanying notes are an integral part of the consolidated financial statements.
27
CONSOLIDATED STATEMENTS OF CASH FLOWS
DEKEL AGRI-VISION PLC.
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
Gain from sale of property and equipment
Changes in asset and liability items:
Decrease (increase) in inventories
Increase in other accounts receivable
Increase in trade payables
Increase (decrease) in advances from customers
Increase in other accounts payable
Cash paid during the year for:
Income taxes
Interest
Year ended
31 December
2021
2022
Euros in thousands
(1,338)
641
1,554
-
1,421
(8)
(103)
82
(531)
28
238
1,206
3,887
(135)
(1,848)
1,888
295
1,188
(103)
-
(1,957)
(1,296)
498
(1,863)
859
(491)
(264)
(1,188)
(1,983)
(1,452)
Net cash provided by (used in) operating activities
566
(1,302)
The accompanying notes are an integral part of the consolidated financial statements.
28
CONSOLIDATED STATEMENTS OF CASH FLOWS
DEKEL AGRI-VISION PLC.
Cash flows from investing activities:
Investment in bank deposits
Sale of property and equipment
Purchase of property and equipment
Net cash used in investing activities
Cash flows from financing activities:
Issue 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 (repayments) of short-term loans, net
Receipt of long-term loans
Repayment of long-term loans
Net cash provided by financing activities
Increase in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
Year ended
31 December
2021
2022
Euros in thousands
(433)
206
(2,566)
(814)
-
(4,568)
(2,793)
(5,382)
-
-
(41)
-
(1,668)
10,577
(5,995)
2,873
645
1,595
2,240
3,726
(806)
(23)
915
605
5,997
(2,338)
8,077
1,393
202
1,595
Supplemental disclosure of non-cash activities:
Issuance of shares in consideration for non-controlling interest in
Pearlside
714
403
The accompanying notes are an integral part of the consolidated financial information.
29
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DEKEL AGRI VISION PLC.
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 palm oil mill.
Pearlside Holdings Ltd. (“Pearlside”), a company incorporated in Cyprus, is a subsidiary
of the Company since December 2020. The Company holds 100% interest since
December 2022 (previously 70.7% interest since February 2021). 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 11).
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 2022 the Company generated a positive cash flow from operation of approx €0.5
million compared to a negative cash flow of €1.3 million in 2021. Palm Oil activity
continued to be strong and continued to generate positive operating cash flow, which was
offset by the negative operating cash flow from the RCN activity which is in its
commissioning phase. The Group working capital deficiency continued to decrease to
€2.6 million at 31 December 2022 from €3.2 million as of 31 December 2021. 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 2023 and beyond. The Group has prepared detailed forecasted cash flows
through the end of 2024, 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 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, the Company's management believes it will have sufficient funds
necessary to continue its operations and to meet its obligations as they become due for at
least a period of twelve months from the date of approval of the financial statements.
30
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DEKEL AGRI VISION PLC.
NOTE 1:- GENERAL (Cont.)
f. Effects of inflation and increase in interest rate:
Following the global macroeconomic developments in 2022, there was an
increase in rates of inflation in worldwide. As part of the measures taken to
restrain inflationary price increases, central banks around the world, including the
Bank of Israel, began raising their benchmark interest rates. All of the Company’s
loans bear fixed interest rates (except a negligible amount of €147 thousands), and
accordingly the increase in interest rates has not had a material effect on the
consolidated financial statements.
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.
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.
31
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.
32
NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.):
c. Business combinations and goodwill (Cont.):
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 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.
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.
e.
Cash equivalents:
Cash equivalents are considered as highly liquid investments, including
unrestricted short-term bank deposits with an original maturity of three months or
less from the date of acquisition.
33
NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.):
f.
Financial instruments:
1.
Financial assets:
Financial assets are measured upon initial recognition at fair value plus transaction
costs that are directly attributable to the acquisition of the financial assets, except
for financial assets measured at fair value through profit or loss in respect of which
transaction costs are recorded in profit or loss.
The Company classifies and measures debt instruments in the financial statements
based on the following criteria:
-
-
The Company's business model for managing financial assets; and
The contractual cash flow terms of the financial asset.
a)
Debt instruments are measured at amortized cost when:
The Company's business model is to hold the financial assets in order
to collect their contractual cash flows, and the contractual terms of the
financial assets give rise on specified dates to cash flows that are
solely payments of principal and interest on the principal amount
outstanding. After initial recognition, the instruments in this category
are measured according to their terms at amortized cost using the
effective interest rate method, less any provision for impairment.
On the date of initial recognition, the Company may irrevocably
designate a debt instrument as measured at fair value through profit or
loss if doing so eliminates or significantly reduces a measurement or
recognition inconsistency, such as when a related financial liability is
also measured at fair value through profit or loss.
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 from investments in equity instruments are recognized in
profit or loss when the right to receive the dividends is established.
34
NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.):
f.
Financial instruments (Cont.):
2.
Impairment of financial assets:
The Company evaluates at the end of each reporting period the loss
allowance for financial debt instruments which are not measured at fair value
through profit or loss.
The Company has short-term financial assets such as trade receivables in
respect of which the Company applies a simplified approach and measures
the loss allowance in an amount equal to the lifetime expected credit losses.
An impairment loss on debt instruments measured at amortized cost is
recognized in profit or loss with a corresponding loss allowance that is offset
from the carrying amount of the financial asset.
As of 31 December 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.
g.
Borrowing costs:
The Group capitalizes borrowing costs that are attributable to the acquisition,
construction, or production of qualifying assets which necessarily take a substantial
period of time to get ready for their intended use or sale.
35
NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.):
g.
Borrowing costs (Cont.):
The capitalization of borrowing costs commences when expenditures for the asset are
incurred, the activities to prepare the asset are in progress and borrowing costs are
incurred and ceases when substantially all the activities to prepare the qualifying asset for
its intended use or sale are complete. The amount of borrowing costs capitalized in a
reporting period includes specific borrowing costs and general borrowing costs based on
a weighted capitalization rate.
h.
Leases:
The Company accounts for a contract as a lease when the contract terms convey the right
to control the use of an identified asset for a period of time in exchange for consideration.
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.
36
NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.):
i.
Biological assets:
Biological assets of the Company are fresh fruit bunches (FFB) that grow on palm oil
trees. The period of biological transformation of FFB from blossom to harvest and then
conversion to inventory and sale is relatively short (about 2 months). Accordingly, any
changes in fair value at each reporting date are generally immaterial.
j.
Property and equipment:
Property and equipment are stated at cost, net of accumulated depreciation. Palm oil trees
before maturity are measured at accumulated cost, and depreciation commences upon
reaching maturity.
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.
k.
Impairment of non-financial assets:
The Company evaluates the need to record an impairment of non-financial assets
whenever events or changes in circumstances indicate that the carrying amount is
not recoverable.
If the carrying amount of non-financial assets exceeds their recoverable amount,
the assets are reduced to their recoverable amount. The recoverable amount is the
higher of fair value less costs of sale and value in use. In measuring value in use,
the expected future cash flows are discounted using a pre-tax discount rate that
reflects the risks specific to the asset. The recoverable amount of an asset that
does not generate independent cash flows is determined for the cash-generating
unit to which the asset belongs. Impairment losses are recognized in profit or loss.
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
37
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.
NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.):
l.
Revenue recognition:
Revenue from contracts with customers is recognized when the control over the
services is transferred to the customer. The transaction price is the amount of the
consideration that is expected to be received based on the contract terms.
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, 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.
m.
Inventories:
Inventories are measured at the lower of cost and net realizable value. The cost of
inventories comprises costs of purchase and costs incurred in bringing the
inventories to their present location and condition. Net realizable value is the
estimated selling price in the ordinary course of business less estimated costs of
completion and estimated costs necessary to make the sale. The Company
periodically evaluates the condition and age of inventories and makes provisions
for slow moving inventories accordingly.
Cost of finished goods inventories is determined on the basis of average costs
including materials, labor and other direct and indirect manufacturing costs based
on normal capacity.
n.
Earnings (loss) per share:
38
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.
NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.):
o.
Earnings (loss) per share:
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. 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.
39
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:
q.
Fair value measurement (Cont.):
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 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
40
is realized or the liability is settled, based on tax laws that have been enacted or
substantively enacted by the reporting date.
s. Taxes on income (Cont.)
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.
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:
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 1
January 2022. The Amendment is 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 cumulative effect of initially applying the Amendment is recognized as an
adjustment to the opening balance of retained earnings (or other component of
equity, as applicable) at the beginning of the earliest period presented.
41
The application of the Amendment 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 1, "Presentation of Financial Statements":
In January 2020, the IASB issued an amendment to IAS 1, "Presentation of
Financial Statements" regarding the criteria for determining the classification of
liabilities as current or non-current ("the Original Amendment"). In October 2022,
the IASB issued a subsequent amendment ("the Subsequent Amendment").
According to the Subsequent Amendment:
•
•
covenants
with which an entity must comply on or before the reporting date will affect a
liability's classification as current or non-current.
Only
An entity should
provide disclosure when a liability arising from a loan agreement is classified as
non-current and the entity's right to defer settlement is contingent on compliance
with future covenants within twelve months from the reporting date. This
disclosure is required to include information about the covenants and the related
liabilities. The disclosures must include information about the nature of the future
covenants and when compliance is applicable, as well as the carrying amount of
the related liabilities. The purpose of this information is to allow users to
understand the nature of the future covenants and to assess the risk that a
liability classified as non-current could become repayable within twelve months.
Furthermore, if facts and circumstances indicate that an entity may have difficulty
in complying with such covenants, those facts and circumstances should be
disclosed.
According to the Original Amendment, the conversion option of a liability affects
the classification of the entire liability as current or non-current unless the
conversion component is an equity instrument.
The Original Amendment and Subsequent Amendment are both effective for
annual periods beginning on or after 1 January 2024 and must be applied
retrospectively. Early application is permitted.
The Company is evaluating the possible impact of the Amendment on its current
loan agreements.
b. 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
42
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 1 January 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.
NOTE 3:- DISCLOSURE OF NEW STANDARDS IN THE PERIOD PRIOR TO THEIR
ADOPTION (Cont.)
c. Amendment to IAS 12, "Income Taxes":
In May 2021, the IASB issued an amendment to IAS 12, "Income Taxes" ("IAS
12"), which narrows the scope of the initial recognition exception under IAS
12.15 and IAS 12.24 ("the Amendment").
According to the recognition guidelines of deferred tax assets and liabilities, IAS
12 excludes recognition of deferred tax assets and liabilities in respect of certain
temporary differences arising from the initial recognition of certain transactions.
This exception is referred to as the "initial recognition exception". The
Amendment narrows the scope of the initial recognition exception and clarifies
that it does not apply to the recognition of deferred tax assets and liabilities arising
from transactions that are not a business combination and that give rise to equal
taxable and deductible temporary differences, even if they meet the other criteria
of the initial recognition exception.
The Amendment applies for annual reporting periods beginning on or after 1
January , 2023, with earlier application permitted. In relation to leases and
decommissioning obligations, the Amendment is to be applied commencing from
the earliest reporting period presented in the financial statements in which the
Amendment is initially applied. The cumulative effect of the initial application of
the Amendment should be recognized as an adjustment to the opening balance of
retained earnings (or another component of equity, as appropriate) at that date.
The Company estimates that the initial application of the Amendment is not
expected to have a material impact on its financial statements.
d. Amendment to IAS 1 - Disclosure of Accounting Policies:
In February 2021, the IASB issued an amendment to IAS 1, "Presentation of
Financial Statements" ("the Amendment"), which replaces the requirement to
disclose 'significant' accounting policies with a requirement to disclose 'material'
accounting policies. One of the main reasons for the Amendment is the absence of
a definition of the term 'significant' in IFRS whereas the term 'material' is defined
in several standards and particularly in IAS 1.
The Amendment is applicable for annual periods beginning on or after 1 January
2023. Early application is permitted.
43
The Company is evaluating the effects of the Amendment on its financial
statements.
NOTE 4:- INVENTORY
Raw cashew nuts
Spare parts, tools & materials
Kernel cashew nuts
Palm oil mill final products
Plants
NOTE 5:- OTHER ACCOUNTS RECEIVABLE
Advance payment to suppliers and prepaid expenses
Loans to employees
Government authorities (VAT)
Prepaid expenses and other receivables
31 December
2022
2021
Euros in thousands
1,248
986
350
334
240
3,158
1,381
771
-
902
186
3,240
31 December
2022
2021
Euros in thousands
904
38
5
3
950
319
29
10
7
365
44
NOTE 6:- INVESTMENT IN PEARLSIDE HOLDINGS LTD
As described in Note 1c, Pearlside Holdings Ltd ("Pearlside") is a subsidiary of the
Company. As of 1 January 2021, the Company had a 54% equity interest in Pearlside.
On 8 February 2021, the Company signed an agreement to purchase an additional
16.7% of Pearlside for a total value 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) was settled in
cash. Following this acquisition, the Company held 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 was presented as a current liability in
the consolidated statement of financial position as of 31 December 2021.
On 30 December 2022, the Company signed an agreement to purchase the remaining
29.3% held by the non-controlling interests by way of issuing 19,968,701 Ordinary
shares of the Company. Based on the market price of the Company's shares on the date
of the purchase, the total fair value of the shares amounts to €714 thousand.
Following this acquisition, the Company holds 100% of Pearlside.
Concurrently, it was agreed that the loan in the amount of €915 thousand provided by the
non-controlling interests, would only be repaid from the available cash flow from
Pearlside, as to be determined in the sole discretion of the board of directors of
Pearlside. The Company believes that no repayments of the loan will be made prior to 1
January 2024, and accordingly, the loan has been classified as a non-current loan from a
shareholder. As the loan bears no interest, the fair value of the loan in the amount of
€630 thousand was calculated based on the present value of estimated future repayments
discounted using the prevailing market rate of interest (7.75%) for a similar type of
loan.
Of the total fair value of the shares issued in the amount of €714 thousand, € 285
thousand is attributed to the difference (discount) between the nominal amount of the
loan from the shareholder and the fair value of the loan. The aggregation of remaining
portion of the fair value (€ 429 thousand) and the negative carrying amount (€ 176
thousand) of the non-controlling interests, in the amount of € 605 thousand, has been
recorded as a charge to “capital reserve from transactions with non-controlling
interests” in equity.
45
NOTE 7:- PROPERTY AND EQUIPMENT, NET
Composition and movement:
Computers
and
peripheral
equipment
Equipment
and
furniture
Motor
vehicles
Agricultur
e
equipment
Extraction
mill
and land
Palm oil
plantations
Cashew
processing
mill under
construction
and land
Total
Cost:
Balance as of 1 January, 2021
Additions during the year
Disposals during the year
Balance as of 1 January, 2022
Additions during the year
Disposals during the year
282
87
-
369
22
-
Balance as of 31 December, 2022
391
Accumulated depreciation:
Balance as of 1 January 2021
Depreciation
Disposals during the year
Balance as of 31 December 2021
Depreciation
Disposals during the year
177
31
-
208
55
-
106
453
-
559
302
-
861
99
15
-
1,552
490
26,281
7,632
12,133
48,476
723
(149)
-
-
247
-
-
-
3,079
-
4,589
(149)
2,126
490
26,528
7,632
15,212
52,916
482
(352)
292
-
105
(57)
-
-
1,797
-
3,000
(409)
2,256
782
26,576
7,632
17,009
55,507
958
409
4,569
1,015
220
(145)
26
-
861
-
789
-
114
1,033
435
5,430
1,804
88
-
281
(306)
68
-
737
-
320
-
-
-
-
-
5
-
5
7,227
1,942
(145)
9,024
1,554
(306)
10,272
Balance as of 31 December 2022
263
202
1,008
503
6,167
2,124
Depreciated cost at 31 December
2022
Depreciated cost at 31 December
2021
128
659
1,249
278
20,409
5,508
17,004
45,235
161
445
1,093
55
21,098
5,828
15,212
43,892
Substantially all property and equipment are located in Coite d’Ivoire.
46
NOTE 8:- OTHER ACCOUNTS PAYABLE
Employees and payroll accruals
VAT payable
Other accounts payable and accrued expenses
31 December
2022
2021
Euros in thousands
1,015
467
2,370
3,852
917
405
1,324
2,646
NOTE 9:- RIGHT-OF-USE ASSETS AND LEASE LIABILITIES
On 24 June 2008, DekelOil CI SA signed a lease agreement for 42 hectares near the village of
Ayenouan, Cote d'Ivoire. The agreement is with the village of Adao and the people occupying
the land in Ayenouan. The lease is for 90 years and the payment for the lease is FCFA
3,000,000 (app. € 4,573) per annum.
A subsidiary signed a lease agreement with the government authorities for 6 hectares near the
village of Tiabissuo, Cote d’Ivoire. The agreement is for a lease of 99 years with an annual lease
payment of 6 million FCFA (app. € 9,146)
The right-of-use assets in respect of the above leases are included in Property and Equipment
(Note 7). The balance of the lease liabilities at 31 December 2022 amounted to € 128 (2021 -
€169).
NOTE 10:- LOANS
a.
Long-term loans:
Interest rate as of
31 December
Currency
2022
31 December
2022
2021
Euros in thousands
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)
Poalim (c.10)
Mizrachi (c.10)
Total loans
Less - current maturities
8.4%
6.85%
7%
7.5%
7.25%
8.5%
7.75%
7.75%
7.5%
4.2%
4.2%
In FCFA
In FCFA
In Euro
In FCFA
In FCFA
In FCFA
In FCFA
In FCFA
In FCFA
In NIS
In NIS
47
2,750
124
3,600
711
4,573
2,287
762
1,441
15,138
76
72
31,534
(4,293)
27,241
-
4,568
256
7,200
941
4,053
2,287
133
1,524
5,991
-
-
26,953
(2,391)
24,562
NOTE 10:- LOANS (Cont.)
b.
Short-term loans and current maturities:
Bank credit line (c.11)
Short-term loan from bank
Current maturities - per a. above
31 December
2022
2021
Euros in thousands
1,378
-
4,293
5,671
1,888
1,152
2,391
5,431
c.
1.
In September 2016 DekelOil CI SA signed a long-term financing facility
agreement with a consortium of institutional investors arranged by SOGEBOURSE
for a long-term loan of up to FCFA 10 billion (approximately €15.2 million). Of
this amount, FCFA 5.5 billion (approximately €8.4 million) was utilized to
refinance the West Africa Development Bank („BOAD“) loan The loan is
repayable over 7 years in fourteen semi annual payments. And bears interest at a
rate of 6.85% per annum.
On 22 October 2016 SOGEBOURSE transferred the funds and the BOAD loan
was repaid in full.
On 1 February 2018 the DekelOil CI SA drew down a second tranche of FCFA 2.8
billion (€4.34 million) from its FCFA 10 billion (€15.2 million) long-term
Syndicated Loan Facility with Sogebourse CI. On the same terms as the first
tranche. 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. In
August 2022 DekelOil CI SA repaid €3.6 million out of the €7.2 million.
Following this repayment, it was agreed that the interest will be fixed at 7% per
annum, and that the remaining loan will be paid in 4 equal annual instalments
starting in July 2024. It was also agreed that all financial covenants were canceled.
The fixed assets of DekelOil CI SA serves as a security for this loan.
48
NOTE 10:- LOANS (Cont.)
4.
5.
6.
7.
8.
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.
3
,000
On 16 March 2016 Capro CI SA signed a loan agreement with the Bank of Investment and
Development of CEDEAO (“EBID”) according to which EBID agreed to grant Capro CI
SA a facility of
million FCFA (€ 4,573 thousand). During 2022 Capro CI SA made
the last withdrawal under this loan agreement ayth the amount of €520.
The EBID loan shall bear interest at a rate of 8.5% per annum. The loan has a tenure of
seven years and shall be repaid in 20 quarterly installments over five years, commencing
after a grace period on principal payments of two years. Principal payments start in January
2022. According to the loan agreement as a security for this loan there is a lien over the
equipment of Capro CI SA and an amount of €97 thousand has been deposited in a bank by
Capro CI SA (non-current bank deposits).
In 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. As a security for this loan there is a lien over the equipment of Capro CI
SA and an amount of €49 thousand has been deposited in a bank by Capro CI SA (non-
current bank deposits).
On 30 March 2020 Capro CI SA signed a loan agreement with NSIA bank Cote d’Ivoire
(“NSIA”) according to which NSIA agreed to grant Capro CI SA a facility of 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. The loan was fully repaid in 2022.
In August 2022 Capro CI SA signed a new loan agreement with NSIA for the same amount.
The loan will bear interest at a rate of 7.75%. The loan is for two years with one year grace
period on principal payments.
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).
49
NOTE 10:- LOANS (Cont.)
9.
On 25 January 2021 DekelOil CI SA signed an agreement with Hudson for issuance of a
long-term bond of up to 10,000 million FCFA )€15.2 million(. The first tranche of 3,930
million FCFA (€ 6 million) was received on 27 January 2021, and the second tranche of 6
billion FCFA )€9.1 million) was received on 24 July 2022. The bond is for 7 years with a 3-
year grace for principal repayments. The first tranche of the bond bears annual interest of
7.75% and the second tranche of the bond bears annual interest of 7.25%. According to the
agreement DekelOil CI SA accumulates the funds for each payment prior to each payment
by a monthly payment to be made for that purpose to a designated deposit account. In
addition, a fixed amount has been deposited in a separate bank account. As of 31
December, 2022, the current deposit amounts to €649 thousand (2021 - € 283 thousand)
and the non-current deposit amounts to €588 thousand (€239 thousand), respectively.
10.
In August and in October 2022 a subsidiary of the Company signed two loan agreements
for two vehicles in the amount of €148 thousand (denominated in NIS). The loan is for
5 years with annual interest of 4.2% which is linked to the prime interest rate in Israel.
11. The Company has a line of credit of €3 million from various banks in Cote d’Ivoire. The
lines of credit are revolving annually and bear an annual interest rate of 7.75%
50
NOTE 11:- EQUITY
a.
Composition of share capital:
31 December
2022
2021
Authorized
31 December
2022
2021
Issued and outstanding
Number of shares
Ordinary shares of € 0.0003367
par value each
1,000,000,000
1,000,000,000
557,373,476
535,863,569
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 2022, all 1,200,000 Ordinary shares are fully vested. 800,000 Ordinary shares
were issued to the General Manager in 2022.
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 and 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.
In 2022 the Company issued 645,037 ordinary shares to certain brokers and suppliers in
consideration for services provided and issued 496,169 ordinary shares to a director as a
remuneration for his services. The fair value of the shares issued amounting to € 44
thousand was recorded in general and administrative expenses.
See Note 6 for details of issuance of 19,968,701 Ordinary shares valued at €714 thousand
(based on the market price of the shares) upon acquisition of non-controlling interest in
Pearlside.
51
NOTE 11:- EQUITY (Cont.)
b.
Share option plan:
As of 31 December 2022 and 2021 there are 35,522,314 options outstanding to purchase
Ordinary shares at a weighted average exercise price of €0.033.
There are 5,866,667 options outstanding with a weighted average exercise price of €0.023
that may only be exercised if at any point following the date of grant, the 30-day Volume
Weighted Average Price of the Ordinary Shares achieves a price per share equal to or
exceeding 6.0 pence. This condition has not been met as of 31 December 2022.
Accordingly, as of 31 December 2022 and 2021 there are 29,655,647 options that are
exercisable at a weighted average exercise price of €0.035.
During 2022 and 2021, no options were granted, exercised, forfeited or expired.
c.
Capital reserve:
The capital reserve comprises the contribution to equity of the Company by the
controlling shareholders.
NOTE 12:- REVENUES
a.
Substantially all 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:
Revenues from major customers which each
account for 10% or more of total revenues
reported in the financial statements:
Customer A -
Customer B -
Year ended 31
December
2022
2021
Euros in thousands
9,403
8,811
23,925
5,241
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 €32,164 thousands and €26,953 thousands (including
current maturities) as of 31 December, 2022 and 2021, respectively, approximates their fair
value (level 3 of the fair value hierarchy).
52
NOTE 14:- INCOME TAXES
a.
Tax rates applicable to the income of the Company and its subsidiaries:
The Company and its subsidiaries, CS DekelOil Siva Ltd and Pearlside Holdings Ltd,
were incorporated in Cyprus and are taxed according to Cyprus tax laws. The statutory
tax rate is 12.5%.
The carryforward losses (which may be carried forward indefinitely) of the Company are
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 subsidiaries, DekelOil CI SA and Capro CI SA received a final tax
assessment through 2020 and 2019 respectivly.
As of 31 December 2022, the Company and all its other subsidiaries had not yet received
final tax assessments. For DekelOil Consulting LTD the tax assessment prior to 2014 is
deemed to be final.
c.
The tax expense during the year ended 31 December, 2022, relates to tax of the
Company's subsidiaries DekelOil CI SA and DekelOil Consulting Ltd.
53
NOTE 15:- SUPPLEMENTARY INFORMATION TO THE STATEMENT OF COMPREHENSIVE
INCOME
a. Cost of revenues:
Cost of fruit
Maintenance and other operating costs
Salaries and related benefits
Depreciation
Cultivation and nursery costs
Vehicles
b. General and administrative expenses:
Salaries and related benefits
Subcontractors
Legal, accounting, and professional fees
Depreciation
Office expenses
Travel expenses
Vehicle maintenance
Insurance
Brokerage and nominated advisor fees
Share-based compensation
Other
c. Finance cost:
Interest on loans (*)
Bank fees
Exchange rate differences
Year ended
31 December
2022
2021
Euros in thousands
19,072
3,092
1,788
1,304
717
212
26,185
1,741
515
274
250
182
167
148
111
56
-
401
3,845
1,675
638
162
2,475
23,064
3,251
1,937
1,684
588
356
30,880
1,610
452
378
204
160
84
118
168
99
271
325
3,869
1,438
400
(112)
1,726
*)
thousand).
Net of interest capitalized of €434 thousand (2021 - €827
54
NOTE 16:- INCOME (LOSS) PER SHARE
The following reflects the income (loss) and share data used in the basic and diluted earnings
per share computations:
Year ended 31 December
2021
2022
Euros in thousands
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
(833)
757
537,209,718 528,368,244
Diluted earnings (loss) per share
537,209,718
529,217,521
In 2022, share options are excluded from the calculation of diluted loss per share as their effect
is antidilutive.
NOTE 17:- BALANCES AND TRANSACTIONS WITH RELATED PARTIES
a.
Balances:
Current:
Other accounts payable
Non-current:
Loan from shareholder (see Note 6)
b.
Compensation of key management personnel of the
Company:
Short-term employee benefits
Share-based compensation
Year ended
31 December
2022
2021
Euros in thousands
286
630
820
-
452
-
801
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 2022 and 2021 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
55
(1) above. The total annual salary and social benefits paid to the employee during
2022 and 2021 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:
Trade and other payables
Short-term loans
Long-term lease liabilities
Loan from shareholder
Loan from non-controlling interest
Long-term loans (including current maturities)
Total
b.
Financial risks factors:
31 December
2022
2021
Euros in thousands
5,211
1,378
128
630
-
31,534
4,022
3,040
169
-
915
26,947
38,881
35,093
The Group's activities expose it to market risk (foreign exchange risk).
Foreign exchange risk:
The Company is exposed to foreign exchange risk resulting from the exposure to different
currencies, mainly, NIS and GBP. Since the FCFA is fixed to the Euro, the Group is not
exposed to foreign exchange risk in respect of the FCFA. As of December 31, 20 22 , 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 2022
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
Long-term loans (1)
Loan from shareholder
Short-term loan
Trade payables and other
accounts payable
Long-term lease
liabilities
6,519
-
1,378
5,211
44
6,942
-
-
-
44
6,487
-
-
-
44
7,931
-
-
-
44
5,423
-
-
-
34
3,262
915
-
-
1,350
36,564
915
1,378
5,211
1,559
13,152
6,986
6,531
7,975
5,457
5,527
45,627
56
NOTE 18:- FINANCIAL INSTRUMENTS (Cont.)
31 December 2021
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
Long-term loans (1)
Loan from non-
controlling interest
Short-term loan
Trade payables and other
accounts payable
Long-term lease
liabilities
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
Movement in financial liabilities:
Short
term
loans
Long
term
loans (1)
Lease
liabilities
Loan
from non-
controllin
g interest
(2)
Total
Balance as of 1 January 2021
2,437
23,291
192
-
23,557
Receipt of short-term loan
Repayment of long-term lease
Repayment of loans
Receipt of long-term loans
Balance as of 31 December
2021
Receipt of short-term loan
Receipt of long-term loan
Repayment of long-term lease
Repayment of loans
Loan discount (2)
Receipt of long-term loans
Balance as of 31 December
2022
3,040
-
-
-
(2,437) (2,339)
5,991
-
-
(23)
-
-
3,040
26,943
169
1,378
-
(4,591)
(3,040)
-
(41)
-
3,955
(23)
(4,776)
5,991
28,704
1,378
(4,591)
(41)
(3,040)
285
915
-
-
-
915
-
-
285
630
1,378
31,534
128
33,670
Including current maturities and accrued interest.
1)
2) 2022 - loan from shareholder, see Note 6.
57
NOTE 19:- OPERATING SEGMENTS
a.
General:
The operating segments are identified based on information that is reviewed by the
Company's management to make decisions about resources to be allocated and assess its
performance. Accordingly, for management purposes, the Group is organized into two
operating segments based on the two business units the Group has. The two business units
are incorporated under two separate subsidiaries of the Company, the CPO production
unit is incorporated under CS DekelOil Siva Ltd and its subsidiary and the RCN
processing plant in commissioning stage is incorporated under Pearlside Holdings Ltd
and its subsidiary (see Note 1).
58
NOTE 19:- OPERATING SEGMENTS (Cont.)
Segment performance (segment income (loss)) and the segment assets and liabilities are
derived from the financial statements of each separate group of entities as described
above. Unallocated items are mainly the Group's headquarter costs, and taxes on income.
b.
Reporting operating segments:
Crude Palm
Oil
Raw
Cashew Nut Unallocated
Euros in thousands
Total
Year ended 31 December 2022:
Revenues-External customers
30,459
746
-
Segment operating profit (loss)
3,727
(1,430)
(1,122)
Finance cost
Other income
Profit (loss) before taxes on income
Depreciation and amortization
Year ended 31 December 2021:
Revenues-External customers
Segment operating profit (loss)
Finance cost
Profit before taxes on income
Depreciation and amortization
(2,182)
103
1,648
1,383
37,391
3,830
(1,805)
2,844
1,861
(265)
-
(1,695)
146
-
(28)
-
(1,150)
25
-
(391)
(797)
(5)
(396)
-
84
(1,532)
27
31,205
1,175
(2,475)
103
(1,197)
1,554
37,391
2,642
(1,726)
916
1,888
Crude Palm
Oil
Raw
Cashew Nut Unallocated
Euros in thousands
Total
As of 31 December 2022:
Segment assets
36,389
18,291
Segment liabilities
28,427
10,927
As of 31 December 2021:
Segment assets
35,368
16,307
Segment operating profit (loss)
24,397
10,943
-
-
-
-
54,680
39,354
51,51,675
35,340
59