1
Annual Report & Financial Statements 2024
www.dekelagrivision.com
2
DEKEL AGRI-VISION PLC.
CONSOLIDATED FINANCIAL STATEMENTS
AS OF 31 DECEMBER 2024
EURO IN THOUSANDS
3
INDEX
Page
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
4
5
6
7
8-11
12-18
19
20-21
Consolidated Statements of Financial Position
22-23
Consolidated Statements of Comprehensive Income
24
Consolidated Statements of Changes in Equity
25
Consolidated Statements of Cash Flows
26
Notes to Consolidated Financial Statements
27-53
4
CHAIRMAN’S STATEMENT
Andrew Tillery
Non-Executive Chairman
Date: 30 June 2025
5
COMPANY INFORMATION
Directors
Andrew James Tillery, Non-Executive Chairman
Youval Rasin, Chief Executive Officer
Yehoshua Shai Kol, Chief Financial Officer
Lincoln John Moore, Executive Director
Aristide Achybrou, Non-Executive Director
Secretary
Absolute Trust Nominees Ltd
Registered Office
38 Agias Fylaxeos, Nicolas Court
First Floor, Office 101
P.C. 3025
Company Registration
HE 210981
Country of Incorporation Cyprus
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INFORMATION ON THE BOARD OF DIRECTORS
Andrew Tillery, Non-Executive Chairman
Mr Tillery is an experienced project manager and investment executive with over 25 years’ operational
management and private equity experience in Africa and other emerging markets. This includes eight years
(1996-2003) as a CEO in Côte d'Ivoire, West Africa where he had responsibility for managing a group of oil
palm operations and also founding a natural rubber business. Mr Tillery has an MA and MSc from Oxford
University, an MBA from the University of Chicago and worked with CDC Group Plc (the UK Government
development finance institution) from 1989 until 2004. Following this he spent several years in emerging
markets investment management. He is currently on the board of a number of African agribusiness and adviser
to several agribusiness investment funds in sub-Saharan Africa.
Youval Rasin, Chief Executive Officer
Mr Rasin is the co-founder of Dekel and has held senior management positions in various companies within
the Rina Group, a family holding company with diverse interests including agriculture, mining and hotels in
Africa and Europe. By profession, Mr Rasin is a qualified lawyer and has been active in Côte d’Ivoire since
2002, with 10 years’ experience in agro-industrial projects including 15 years in the palm oil industry with
Dekel.
Yehoshua Shai Kol, Deputy CEO and Chief Financial Officer
Mr Kol is the co-founder of Dekel. By profession, Mr Kol is a Chartered Accountant, and has an MBA from
Tel Aviv University. Mr Kol worked for 13 years in finance, with significant business & international
exposure. Mr Kol is a former employee of KPMG Corporate Finance and Professional Practice. He was also
the Financial Director for Europe, Middle East and Africa for an international software company, Director of
Finance and Business Development for Yellow Pages Ltd in Israel, during which time he led fund raising and
M&A.
Lincoln John Moore, Executive Director
For the past 12 years Mr Moore has been actively involved in establishing and developing oil palm projects in
Liberia, Sierra Leone and Côte d’Ivoire. Mr Moore was the former Chief Financial Officer of Sierra Leone
Agriculture Ltd until September 2011 and a co-founder and former director of Ragnar Capital Ltd. He has
played key roles in raising funding and developing early stage oil palm projects in West Africa. Mr Moore is
a Chartered Accountant and former senior manager in the restructuring division of Deloitte.
Aristide (“Aris”) C. Achy Brou, Non-Executive Director
Over the last 20 years Aristide has held senior positions in the commodity and derivative trading divisions at
Citadel, British Petroleum, JP Morgan and Goldman Sachs. A native of Côte d’Ivoire, Aristide and his family
have been involved in rubber plantations and processing operations in the country for over 40 years. Aristide
grew up in both France and Côte d’Ivoire and after graduating from the leading aerospace engineering school
in France, he moved to the US where he obtained a Master of Science at MIT and received a PhD in Applied
Statistics from Johns Hopkins University. Additionally, he holds an MBA from the Wharton Business School,
with a focus on Finance and Operational Management of Corporations.
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PROFESSIONAL ADVISERS
Nominated Adviser and Joint Broker
Zeus Capital Limited
125 Old Broad Street,
London EC2N 1AR
Joint Brokers
Optiva Securities Limited
49 Berkeley Square, Mayfair
London W1J 5AZ
Auditor
Kost Forer Gabbay & Kasierer
(a member of Ernst & Young Global)
3 Aminadav St.
Tel-Aviv 67067
Israel
Solicitors
Hill Dickinson LLP
The Broadgate Tower
20 Primrose Street
London EC2A 2EW
United Kingdom
Depositary
Computershare Investor Services PLC
The Pavilions
Bridgewater Road
Bristol BS99 6ZZ
United Kingdom
Registrars
Cymain Registrars Ltd
26 Vyronos Avenue
1096 Nicosia
Cyprus
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DIRECTORS’ REPORT
The Directors present their annual report and the audited Financial Statements for the year ended 31 December
2024.
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 of Euros. The Group made
operating net loss after tax of €3.5m (2023 – net loss after tax of €4.5 million). The Directors do not recommend
the payment of a dividend (2023 - 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 2024:
Key Performance Indicator
Budget
Actual
Fresh Fruit Bunches (‘FFB’) Received
180,000 tn
151,101 tn
Crude Palm Oil (‘CPO’) Extraction Rate
22.0%
21.5%
CPO Produced
39,600 tn
32,498 tn
Future Developments
Future Developments are outlined in the Outlook section of the Chairman’s Statement.
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Going Concern
The Directors have prepared cash flow forecasts and budgets that show that, for a period of at least twelve
months from the date of signing these Financial Statements, the Group expects to have sufficient resources to
continue its business. Accordingly, the Directors believe that it is appropriate to prepare the Financial
Statements on a going concerning basis. See Note 1 for further details.
Events After the Reporting Period
See note 20 of the accounts.
Directors’ Remuneration
Details of Directors’ Remuneration for 2024 and 2023 are set out in the table below.
Salaries and
Fees
Benefits
Bonuses
Total
Executive Directors
€'000
€'000
€'000
€'000
Youval Rasin
2024
227
- -
227
2023
223 26 -
249
Shai Kol
2024
209
- -
209
2023
205 27 -
232
Lincoln Moore
2024
116
- -
116
2023
120
- -
120
Non-Executive Directors
Andrew Tillery
2024
29
- -
29
2023
28
- -
28
Aristide Achybrou
2024
29
- -
29
2023
28
- -
28
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Directors’ Shares and Options
Details of Directors’ interests as at 30 June 2025 in share options and warrants are set out in the table below:
Director
Number
of
Ordinary
Shares
Number
of Vested
Options
Number
of
Unvested
Options
Andrew Tillery
- 1,800,000
-
Youval Rasin
68,406,705 6,933,333 1,566,667
Yehoshua Shai Kol
28,221,861 6.933,333 1,566,667
Lincoln John Moore
7,209,791 6,933,333 1,566,667
Aristide Achy Brou
24,824,324
-
-
Substantial Shareholding
As at 30 June 2025, the Company had been notified of the following substantial shareholdings in the ordinary
share capital:
Directors
Youval Rasin
68,406,705
12.20%
Shai Kol
28,221,861
5.03%
Aristide
Achy
Brou
24,824,324
4.43%
Lincoln Moore
7,209,791
1.29%
Over 3%
Armstrong
Investments Ltd
84,500,000
15.07%
Miton Group plc
52,892,394
9.43%
AgDevCo Ltd
41,188,990
7.34%
Biopalm
Energy
Limited
35,455,111
6.32%
Kilik & Co LLP
21,522,000
3.84%
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Corporate Governance
Audit and Remuneration Committees have been established and in each case comprise Andrew Tillery,
Aristide Achybrou and Lincoln Moore.
The role of the Remuneration Committee is to review the performance of the executive Directors and to set
the scale and structure of their remuneration, including bonus arrangements. The Remuneration Committee
also administers and establishes performance targets for the Group’s employee share schemes and executive
incentive schemes for key management. In exercising this role, the terms of reference of the Remuneration
Committee require it to comply with the Code of Best Practice published in the Combined Code.
The Audit Committee is responsible for making recommendations to the Board on the appointment of the
auditors and the audit fee, and receives and reviews reports from management and the Company’s auditors on
the internal control systems in use throughout the Group and its accounting policies.
Suppliers’ Payment Policy
It is the Group's policy to agree appropriate terms and conditions for its transactions with suppliers by means
ranging from standard terms and conditions to individually negotiated contracts and to pay suppliers according
to agreed terms and conditions, provided that the supplier meets those terms and conditions. The Group does
not have a standard or code dealing specifically with the payment of suppliers.
Trade payables at the year end all relate to sundry administrative overheads and disclosure of the number of
days purchases represented by year end payables is therefore not meaningful.
Directors' Indemnities
In accordance with the Companies (Audit Investigations and Community Enterprise) Act 2004, which came
into force on 6 April 2005, the Company has indemnified the Directors against liability to third parties, and
undertaken to pay Directors' legal costs as incurred, provided that they are reimbursed to the Company if the
individual is convicted.
By Order of the Board
Lincoln Moore, Executive Director Date: 30 June 2025
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CHAIRMAN’S STATEMENT ON CORPORATE GOVERNANCE
Introduction
The Board of Directors of the Company recognises the importance of sound corporate governance and applies
The Quoted Companies Alliance Corporate Governance Code (2018) (the ‘QCA Code’), which they believe
is the most appropriate recognised governance code for a company with shares admitted to trading on the AIM
market of the London Stock Exchange. The QCA Code provides the Company with the framework to help
ensure that a strong level of governance is maintained, enabling the Company to embed the governance culture
that exists within the organisation as part of building a successful and sustainable business for all its
stakeholders.
The QCA Code has ten principles of corporate governance that the Company has committed to apply within
the foundations of the business. Full details can be found on the company’s website:
www.dekelagrivision.com.
We have outlined below a short explanation of how the Company applies each of the principles at the time of
preparation of this report. The Company will continually reassess and strengthen its policies and associated
execution of the aforementioned policies.
Principle One
Establish a strategy and business model which promote long-term value for shareholders
Dekel is a large-scale palm oil producer that works in close partnership with the communities and authorities
in its areas of operation. The establishment of such partnerships enables Dekel to pursue its strategy of building
sustainable, inclusive and environmentally sensitive palm oil production centres in the Ivory Coast. Full details
are provided on the Company’s website.
At the core of our immediate strategy is working to defend and increase our market share of the quantity of
FFB from our small holder suppliers and increase the market size of FFB from small holders in our region. To
increase market share we apply best practise supplier payment systems and assist our small holders with
logistics. This is evident in the 7 logistic centres we have established to ease the transportation burden on
small holders delivering FFB to our Mill. We have also implemented both a sustainable fertiliser programme
with our small holder farmers and a health care programme.
We are also working hard to apply best in practise environmental processes in our existing operations. An
example of this is our effluent treatment plant operation which we understand is one of the only fully compliant
system operating in our country of operations. We are also a fully committed member of the Round Table for
Sustainable Palm Oil and we are well advanced to full certification.
The falls in CPO prices through 2018 to 2020 (which has currently corrected to materially higher prices),
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highlighted a need to further diversify our operations. We therefore commenced the Cashew Operation project
applying our small holder business model. The Cashew Operation commenced pilot production in early 2022,
commercial production in early 2023 and has now in the process of ramping up production in late 2024 which
has continued in 2025.
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. However, the primary focus for 2025 will be
to materially improve the operational performance of the Cashew Operation.
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 2024 this included monthly Palm Oil Operational updates, quarterly Cashew
Operational updates, increased our use of social media (primarily Twitter), regular interviews to explain key
announcements and 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 Operation 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 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
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created by organizations 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.
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.
Principle Six
Ensure that between them, the Directors have the necessary up-to-date experience, skills and
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capabilities
Our multi-disciplinary management team of executives, entrepreneurs and agronomists can call upon more
than 30 years of experience in the international agro-industry. Team members have driven the planning,
implementation and management of large-scale agricultural and agri-industrial projects across several
continents. The Board considers that all of the Directors and Non-Executive Directors are of sufficient
competence and calibre to add strength and objectivity to its activities, and bring considerable experience in
scientific, operational and financial development of food products and companies. The Board regularly reviews
the composition of the Board to ensure that it has the necessary breadth and depth of skills to support the
ongoing development of the Company. The Board ensures its knowledge is kept up to date on key issues and
developments pertaining to the Company, its operational environment and to the Directors’ responsibilities as
members of the Board. During the course of the year, Directors receive updates from various external advisers
on a number of industry and corporate governance matters.
Audit and Remuneration Committees have been established and in each case comprise Andrew Tillery, Lincoln
Moore and Aristide Achybrou. The audit and remuneration committees comprise a majority of non-executives
and that they are chaired by non executives.
The role of the Remuneration Committee is to review the performance of the executive Directors and to set
the scale and structure of their remuneration, including bonus arrangements. The Remuneration Committee
also administers and establishes performance targets for the Group’s employee share schemes and executive
incentive schemes for key management. In exercising this role, the terms of reference of the Remuneration
Committee require it to comply with the Code of Best Practice published in the Combined Code.
The Audit Committee is responsible for making recommendations to the Board on the appointment of the
auditors and the audit fee, and receives and reviews reports from management and the Company’s auditors on
the internal control systems in use throughout the Group and its accounting policies.
The Directors’ biographies and details are set out earlier in this report and further information for the Directors
is summarised in the table below.
Name
Role
Time
Dekel Shareholder
Andrew Tillery
Non-Executive
Chairman
2 days per month
No
Youval Rasin
Chief Executive Office
Full time
Yes
Yehohua
Shai
Kol
Deputy CEO and Chief
Financial Officer
Full time
Yes
Lincoln Moore
Executive Director
Full time
Yes
Aristide
Achybrou
Non-Executive Director
2 days per month
Yes
Principle Seven
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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.
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 2024 financial year.
Principle Nine
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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.
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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: 30 June 2025
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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.
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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 2024 and 2023,
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 (collectively referred to as the "consolidated financial
statements")..
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the
financial position of the Group as of 31 December 2024 and 2023, 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 responsible for assessing the Company’s
ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless management either intends to liquidate the Company or to cease
operations, or has no realistic alternative but to do so.
Kost Forer Gabbay & Kasierer
144 Menachem Begin Road, Building A,
Tel-Aviv 6492102, Israel
Tel: +972-3-6232525
Fax: +972-3-5622555
ey.com
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Auditors' 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
KOST FORER GABBAY & KASIERER
, 2025
A Member of Ernst & Young Global
29.06
22
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
31 December
2024
2023
Note
Euros in thousands
ASSETS
CURRENT ASSETS:
Cash and cash equivalents
276
209
Trade receivables
513
1,571
Inventory
4
2,954
3,037
Bank deposits - restricted
10c
1,553
673
Other accounts receivable
5
387
1,017
Total current assets
5,683
6,507
NON-CURRENT ASSETS:
Bank deposits - restricted
10c
1,045
1,025
Property and equipment, net
7
39,895
43,084
Total non-current assets
40,940
44,109
Total assets
46,623
50,616
The accompanying notes are an integral part of the consolidated financial statements.
DEKEL AGRI-VISION PLC.
23
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
31 December
2024
2023
Note
Euros in thousands
LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Short-term loans and current maturities of long-term
loans
10b
9,718
8,470
Trade payables
1,620
2,795
Advances from customers
1,537
499
Other accounts payable
8
2,701
3,451
Total current liabilities
15,576
15,215
NON-CURRENT LIABILITIES:
Long-term lease liabilities
9
128
128
Accrued severance pay, net
52
72
Loans from shareholders
6
1,889
679
Long-term loans
10
21,507
23,572
Total non-current liabilities
23,576
24,451
Total liabilities
39,152
39,666
EQUITY:
11
Share capital
178
178
Additional paid-in capital
40,843
40,817
Accumulated deficit
(26,767)
(23,262)
Capital reserve
2,532
2,532
Capital reserve from transactions with non-controlling
interests
(9,315)
(9,315)
Total equity
7,471
10,950
Total liabilities and equity
46,623
50,616
The accompanying notes are an integral part of the consolidated financial statements.
, 2025
Date of approval of the
Youval Rasin
Yehoshua Shai Kol
Lincoln John Moore
financial statements
Director and Chief
Executive Officer
Director and Chief
Finance Officer
Executive Director
24
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Year ended
31 December
2024
2023
Note
Euros in thousands
(except per share amounts)
Revenues
12
29,961
38,299
Cost of revenues
15a
(27,193)
(36,239)
Gross profit
2,768
2,060
General and administrative expenses
15b
(3,783)
(3,562)
Operating profit (loss)
(1,015)
(1,502)
Finance cost
15c
(2,573)
(2,881)
Loss before taxes on income
(3,588)
(4,383)
Taxes on income (tax benefit)
14
83
(75)
Net income (loss) and total comprehensive income (loss)
(3,505)
(4,458)
Net earnings (loss) per share attributable to equity holders of
the Company:
Basic and diluted net earnings (loss) per share
16
(0.01)
)0.01)
The accompanying notes are an integral part of the consolidated financial statements.
DEKEL AGRI-VISION PLC.
25
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
Share
capital
Additional
paid-in
capital
Aaccumulated
deficit
Capital
reserve
Capital
reserve from
transactions
with non-
controlling
interests
Total
equity
Balance as of 1 January 2023
177
40,736
(18,804)
2,532
(9,315)
15,326
Net loss and total comprehensive loss
-
-
(4,458)
-
-
(4,458)
Issue of shares for services provided (Note 11)
1
81
-
-
-
82
Balance as of 31 December 2023
178
40,817
(23,262)
2,532
(9,315)
10,950
Net loss and total comprehensive loss
-
-
(3,505)
-
-
(3,505)
Issue of shares for services provided (Note 11)
-
26
-
-
-
26
Balance as of 31 December 2024
178
40,843
(26,767)
2,532
(9,315)
7,471
The accompanying notes are an integral part of the consolidated financial statements.
26
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year ended
31 December
2024
2023
Euros in thousands
Cash flows from operating activities:
Net income (loss)
(3,505)
(4,458)
Adjustments to reconcile net income (loss) to net cash provided by
(used in) operating activities:
Adjustments to the profit or loss items:
Depreciation
3,567
4,103
Share based compensation
26
55
Accrued interest on long-term loans and non-current liabilities
2,069
3,470
Change in employee benefit liabilities, net
(20)
(55)
Changes in asset and liability items:
Decrease in accounts receivable
1,058
-
Decrease in inventories
83
121
Decrease (increase) in other accounts receivable
686
(33)
Increase (decrease) in trade payables
(1,175)
1,436
Increase in advances from customers
1,038
153
(decrease) in other accounts payable
(750)
(374)
6,582
8,876
Cash paid during the year for:
Income taxes
(56)
(37)
Interest
(1,864)
(2,424)
(1,920)
(2,461)
Net cash provided by operating activities
1,157
1,957
The accompanying notes are an integral part of the consolidated financial statements.
DEKEL AGRI-VISION PLC.
27
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year ended
31 December
2024
2023
Euros in thousands
Cash flows from investing activities:
Investment in bank deposits
(880)
(149)
Purchase of property and equipment
(378)
(1,952)
Net cash used in investing activities
(1,258)
(2,101)
Cash flows from financing activities:
Receipt of short-term loans, net
1,179
1,367
Receipt of long-term loan from Shareholder
1,982
-
Repayment of long-term loan from Shareholder
(870)
-
Repayment of long-term loans
(2,123)
(3,254)
Net cash provided by (used in) financing activities
168
(1,887)
Increase (decrease) in cash and cash equivalents
67
(2,031)
Cash and cash equivalents at beginning of year
209
2,240
Cash and cash equivalents at end of year
276
209
Supplemental disclosure of non-cash activities:
Issuance of shares to service providers
-
27
The accompanying notes are an integral part of consolidated financial information.
28
NOTE 1:- GENERAL
a.
Dekel Agri-Vision PLC ("the Company") is a public limited company incorporated in
Cyprus on 24 October 2007. The Company's Ordinary shares are admitted for trading on
the AIM, a market operated by the London Stock Exchange. The Company is engaged
through its subsidiaries in developing and cultivating palm oil plantations in Cote d'Ivoire
for the purpose of producing and marketing Crude Palm Oil ("CPO"), as well as operating
a Raw Cashew Nut (“RCN”) processing plant, which is currently ramping up its production
. The Company's registered office is in Limassol, Cyprus.
b.
CS DekelOil Siva Ltd. ("DekelOil Siva"), a company incorporated in Cyprus, is a wholly
owned subsidiary of the Company. DekelOil CI SA, a subsidiary in Cote d'Ivoire currently
held 99.85% by DekelOil Siva, is engaged in developing and cultivating palm oil
plantations for the purpose of producing and marketing CPO. DekelOil CI SA constructed
and is currently operating its palm oil mill.
c.
Pearlside Holdings Ltd. (“Pearlside”), a company incorporated in Cyprus, is a subsidiary
of the Company since December 2020. The Company holds 100% interest. Pearlside has a
wholly owned subsidiary in Cote d’Ivoire, Capro CI SA (“Capro”). Capro is currently
operating and ramping up its production of its RCN processing plant in Cote d’Ivoire near
the village of Tiebissou.
d.
DekelOil Consulting Ltd. a company located in Israel and a wholly owned subsidiary of
DekelOil Siva, is engaged in providing services to the Company and its subsidiaries.
e.
Going concern:
In 2024 the Company continued to generate positive cash flow from operations of €1.2
million) €2.0 million in 2023). Palm Oil activity continued to be strong and continued to
generate positive operating cash flow, while the RCN processing activity negative cash
flow was reduced significantly together with the installation of the new equipment and the
increase in capacity and quality of the production.
The improvement in production capacity and quality continued post reporting date.
The Group working capital deficiency as of 31 December 2024 increased to €10 million
from €8.7 million as of 31 December 2023, which is mainly due to the increase in current
maturities of long-term loans for which the principal repayment grace period has ended.
Subsequent to the reporting date, the Group rescheduled two long-term loans in addition
to the rescheduled NSIA debt, see Note 10c (5). The EBID loan was restructured to an
additional 6 years with 1.5 years grace on principal payments starting from 30 June 2025
at the same interest rate (see note 10c(4) and Note 20(1)). The Agdevco loan was
restructured to an additional 7 years with 2 years grace on principal payments starting from
30 June 2025 at the same interest rate (see note 10c (2) and Note 20(2)).
In addition, on 27 June 2025 the Company completed a placing on the AIM, a market
operated by the London Stock Exchange ("the AIM"), by issuing 425,909,086 Ordinary
shares at a price of £0.0055 per share for total consideration of €2.747 thousand (£2.343
thousand), net proceeds of approximately €2,605 thousand (£2,221 thousand). See also
Note 20(3).
.
DEKEL AGRI VISION PLC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
29
The Group has prepared detailed forecasted cash flows through the end of 2026, which
tentatively indicates that the Group may continue to have positive cash flows from its
operations.
Based on the above, the Company's management believes it will have sufficient funds
necessary to continue its operations and to meet its obligations as they become due for at
least a period of twelve months from the date of approval of the financial statements.
NOTE 2: - SIGNIFICANT ACCOUNTING POLICIES
The following accounting policies have been applied consistently in the financial statements for
all periods presented, unless otherwise stated.
a.
Basis of presentation of the financial statements:
These financial statements have been prepared in accordance with International Financial
Reporting Standards as adopted by the European Union ("IFRS").
The financial statements have been prepared on a cost basis.
The Company has elected to present profit or loss items using the function of expense
method.
b.
Consolidated financial statements:
The consolidated financial statements comprise the financial statements of companies that
are controlled by the Company (subsidiaries). Control is achieved when the Company is
exposed, or has rights, to variable returns from its involvement with the investee and has
the ability to affect those returns through its power over the investee. Potential voting rights
are considered when assessing whether an entity has control. The consolidation of the
financial statements commences on the date on which control is obtained and ends when
such control ceases.
A change in the ownership interest of a subsidiary, without a change of control, is
accounted for as a change in equity by adjusting the carrying amount of the non-controlling
interests with a corresponding adjustment of the equity attributable to equity holders of the
Company less / plus the consideration paid or received.
c.
Functional currency, presentation currency and foreign currency:
The local currency used in Cote d'Ivoire is the West African CFA Franc ("FCFA"), which
has a fixed exchange rate with the Euro (Euro 1 = FCFA 655.957). A substantial portion of
the Group's revenues and expenses is incurred in or linked to the Euro. The Group obtains
debt financing mostly in FCFA linked to Euros and the funds of the Group are held in
FCFA. Therefore, the Company's management has determined that the Euro is the currency
of the primary economic environment of the Company and its subsidiaries, and thus its
functional currency. The presentation currency is Euro.
30
NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.)
d.
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.
e.
financial instruments:
1.
Financial assets:
Financial assets are measured upon initial recognition at fair value plus transaction
costs that are directly attributable to the acquisition of the financial assets, except for
financial assets measured at fair value through profit or loss in respect of which
transaction costs are recorded in profit or loss.
The Company classifies and measures debt instruments in the financial statements
based on the following criteria:
-
The Company's business model for managing financial assets; and
-
The contractual cash flow terms of the financial asset.
a)
Debt instruments are measured at amortized cost when:
The Company's business model is to hold the financial assets in order
to collect their contractual cash flows, and the contractual terms of the
financial assets give rise on specified dates to cash flows that are solely
payments of principal and interest on the principal amount outstanding.
After initial recognition, the instruments in this category are measured
according to their terms at amortized cost using the effective interest
rate method, less any provision for impairment.
b)
Equity instruments and other financial assets held for trading:
Investments in equity instruments do not meet the above criteria and
accordingly are measured at fair value through profit or loss.
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.
DEKEL AGRI VISION PLC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31
NOTE 2: - SIGNIFICANT ACCOUNTING POLICIES (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 2024, and 2023, there were no past-due trade receivables.
3.
Financial liabilities:
Financial liabilities measured at amortized cost:
Financial liabilities are initially recognized at fair value less transaction costs that
are directly attributable to the issue of the financial liability.
After initial recognition, the Company measures all financial liabilities at amortized
cost using the effective interest rate method.
f.
Borrowing costs:
The Group capitalizes borrowing costs that are attributable to the acquisition, construction,
or production of qualifying assets which necessarily take a substantial period of time to get
ready for their intended use or sale.
The capitalization of borrowing costs commences when expenditures for the asset are
incurred, the activities to prepare the asset are in progress and borrowing costs are incurred
and cease 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.
g.
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.
32
NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.)
The Group as a lessee:
For leases in which the Company is the lessee, the Company recognizes on the
commencement date of the lease a right-of-use asset and a lease liability, excluding leases
whose term is up to 12 months and leases for which the underlying asset is of low value.
For these excluded leases, the Company has elected to recognize the lease payments as an
expense in profit or loss on a straight-line basis over the lease term. In measuring the lease
liability, the Company has elected to apply the practical expedient in the Standard and does
not separate the lease components from the non-lease components (such as management
and maintenance services, etc.) included in a single contract.
On the commencement date, the lease liability includes all unpaid lease payments
discounted at the interest rate implicit in the lease, if that rate can be readily determined, or
otherwise using the Group's incremental borrowing rate. After the commencement date, the
Group measures the lease liability using the effective interest rate method.
On the commencement date, the right-of-use asset is recognized in an amount equal to the
lease liability plus lease payments already made on or before the commencement date and
initial direct costs incurred. The right-of-use asset is measured applying the cost model and
depreciated over the shorter of its useful life or the lease term.
Following are the periods of depreciation of the right-of-use assets by class of underlying
asset:
Years
Land
99
The Group tests for impairment of the right-of-use asset whenever there are indications of
impairment pursuant to the provisions of IAS 36.
h.
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.
i.
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.
DEKEL AGRI VISION PLC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
33
NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.)
Depreciation is calculated by the straight-line method over the estimated useful lives of the
assets at the following annual rates:
%
Extraction mill
2.5
Palm oil plantations
3.33
Computers and peripheral equipment
33
Equipment and furniture
15 – 20
RCN processing mill
10-20
Motor vehicles
25
Agriculture equipment
15
The useful life, depreciation method and residual value of an asset are reviewed at least
each year-end and any changes are accounted for prospectively as a change in accounting
estimate. Depreciation of an asset ceases at the earlier of the date that the asset is classified
as held for sale and the date that the asset is derecognized.
j.
Impairment of non-financial assets:
The Company evaluates the need to record 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.
k.
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.
34
NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.)
Revenue from the sale of goods:
Revenue from sale of goods is recognized in profit or loss at the point in time when the
control of the goods is transferred to the customer, generally upon delivery of the goods to
the customer.
Contract balances:
Amounts received from customers in advance of performance by the Company are recorded
as contract liabilities/advance payments from customers and recognized as revenue in profit
or loss when the work is performed. For all years presented in these financial statements,
such advances were recognized as revenues in the year subsequent to their receipt.
l. Inventories:
Inventories are measured at the lower 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.
m.
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 assets 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.
DEKEL AGRI VISION PLC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
35
NOTE 2: - SIGNIFICANT ACCOUNTING POLICIES (Cont.):
All assets and liabilities measured at fair value or for which fair value is disclosed are
categorized into levels within the fair value hierarchy based on the lowest level input that
is significant to the entire fair value measurement:
Level 1
- quoted prices (unadjusted) in active markets for identical assets or
liabilities.
Level 2
- inputs other than quoted prices included within Level 1 that are observable
either directly or indirectly.
Level 3
- inputs that are not based on observable market data (valuation techniques
which use inputs that are not based on observable market data).
n.
Share-based payment transactions:
Equity-settled transactions:
The cost of equity-settled transactions with employees is measured by reference to the fair
value of the equity instruments at the date on which they are granted. The fair value is
determined by 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.
o.
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.
36
NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.)
Deferred taxes are measured at the tax rate that is expected to apply when the asset
is realized or the liability is settled, based on tax laws that have been enacted or
substantively enacted by the reporting date.
Deferred tax assets are reviewed at each reporting date and reduced to the extent that
it is not probable that they will be utilized. Temporary differences for which deferred
tax assets had not been recognized are reviewed at each reporting date and a
respective deferred tax asset is recognized to the extent that their utilization is
probable.
Taxes that would apply in the event of the disposal of investments in investees have
not been taken into account in computing deferred taxes, as long as the disposal of
the investments in investees is not probable in the foreseeable future.
Also, deferred taxes that would apply in the event of distribution of earnings by
investees as dividends have not been taken into account in computing deferred taxes,
since the distribution of dividends does not involve an additional tax liability or since
it is the Company's policy not to initiate distribution of dividends from a subsidiary
that would trigger an additional tax liability.
p.
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.
q.
Changes in accounting policies - initial application of new financial reporting and
accounting standards and amendments to existing financial reporting and accounting
standards:
Amendment to IAS 1, "Presentation of Financial Statements":
In January 2020, the IASB issued an amendment to IAS 1, "Presentation of Financial
Statements" regarding the criteria for determining the classification of liabilities as current
or non-current ("the Original Amendment"). In October 2022, the IASB issued a
subsequent amendment ("the Subsequent Amendment").
According to the Subsequent Amendment:
•
Only financial covenants with which an entity must comply on or before the
reporting date will affect a liability's classification as current or non-current.
•
In respect of a liability for which compliance with financial covenants is to be
evaluated within twelve months from the reporting date, disclosure is required
to enable users of the financial statements to assess the risks related to that
liability. The Subsequent Amendment requires disclosure of the carrying
amount of the liability, information about the financial covenants, and the
facts and circumstances at the end of the reporting period that could result in
the conclusion that the entity may have difficulty in complying with the
financial covenants.
DEKEL AGRI VISION PLC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
37
NOTE 2: - SIGNIFICANT ACCOUNTING POLICIES (Cont.)
According to the Original Amendment, the conversion option of a liability affects the
classification of the entire liability as current or non-current unless the conversion
component is an equity instrument.
The Original Amendment and Subsequent Amendment are both applied retrospectively for
annual periods beginning on January 1, 2024.
The above Amendments did not have a material impact on the Company's consolidated
financial statements.
NOTE 3:- DISCLOSURE OF NEW STANDARDS IN THE PERIOD PRIOR TO THEIR
ADOPTION
IFRS 18, "Presentation and Disclosure in Financial Statements":
In April 2024, the International Accounting Standards Board ("the IASB") issued IFRS 18,
"Presentation and Disclosure in Financial Statements" ("IFRS 18") which replaces IAS 1,
"Presentation of Financial Statements".
IFRS 18 is aimed at improving comparability and transparency of communication in financial
statements.
IFRS 18 retains certain existing requirements of IAS 1 and introduces new requirements on
presentation within the statement of profit or loss, including specified totals and subtotals. It also
requires disclosure of management-defined performance measures and includes new
requirements for aggregation and disaggregation of financial information.
IFRS 18 does not modify the recognition and measurement provisions of items in the financial
statements. However, since items within the statement of profit or loss must be classified into one
of five categories (operating, investing, financing, taxes on income and discontinued operations),
it may change the entity's operating profit. Moreover, the
publication of IFRS 18 resulted in consequential narrow scope amendments to other accounting
standards, including IAS 7, "Statement of Cash Flows" and IAS 34, "Interim Financial
Reporting".
IFRS 18 is effective for annual reporting periods beginning on or after January 1, 2027, and is to
be applied retrospectively. Early adoption is permitted commencing from January 1, 2025, subject
to disclosure.
The Company is evaluating the effects of IFRS 18, including the effects of the consequential
amendments to other accounting standards, on its consolidated financial statements.
38
NOTE 4: - INVENTORY
31 December
2024
2023
Euros in thousands
Raw cashew nuts
235
1,022
Spare parts, tools and materials
1,427
1,367
Kernel cashew nuts
211
300
Kernel cashew nut in process
290
-
Palm oil mill final products
386
291
Plants
405
57
2,954
3,037
NOTE 5: - OTHER ACCOUNTS RECEIVABLE
31 December
2024
2023
Euros in thousands
Advance payment to suppliers and prepaid expenses
134
885
Loans to employees
108
50
Government authorities (VAT)
77
6
Other receivables
68
76
387
1,017
NOTE 6: - LOANS FROM SHAREHOLDERS
1. As described in Note 1c, Pearlside Holdings Ltd. ("Pearlside") is a subsidiary of the Company.
In 2022, the Company had a 70.7% equity interest in Pearlside. On 30 December 2022, the
Company signed an agreement to purchase the remaining 29.3% held by the non-controlling
interests by way of issuing 19,968,701 Ordinary shares of the Company. Following this
acquisition, the Company holds 100% of Pearlside.
Concurrently with the acquisition, it was agreed that the loan in the amount of €915 thousand
provided by the non-controlling interests, would only be repaid from the available cash flow
from Pearlside, as to be determined in the sole discretion of the board of directors of Pearlside.
The Company believes that no repayments of the loan will be made prior to 1 January 2028,
and accordingly, the loan has been classified as a non-current loan from a shareholder. As the
loan bears no interest, the fair value of the loan in the amount of €630 thousand was calculated
based on the present value of estimated future repayments discounted using the prevailing
market rate of interest (7.75%) for a similar type of loan. As of 31 December 2024, the balance
of the loan is €731 thousand (2023 - €679 thousand).
DEKEL AGRI VISION PLC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
39
NOTE 6: - LOANS FROM SHAREHOLDERS (Cont.)
2. In June 2024, the principal shareholder of the Company and its director and CEO provided a
loan to the Company in the amount of €1,982 thousands. The loan bears interest at an annual
rate of 10%. The principal and accrued interest are repayable in two years from the date of
receipt of the loan. The loan may be prepaid, in whole or in part, at any time at the sole
discretion of the Company. Part of the loan in the amount of €870 thousand, was repaid
during the year. The balance of the loan at 31 December 2024 is €1,158 thousand (including
accrued interest of €46 thousand). See also Note 20(3).
NOTE 7: - PROPERTY AND EQUIPMENT, NET
Composition and movement:
Computers
and
peripheral
equipment
Equipment
and
furniture
Motor
vehicles
Agriculture
equipment
Extraction
mill
and land
Palm oil
plantations
Cashew
processing
mill and land
Total
Euros in thousands
Cost:
Balance as of 1 January, 2023
391
861
2,256
782
26,576
7,632
17,009
55,507
Additions during the year
18
-
245
-
48
1,386
225
1,952
Disposals during the year
-
-
(68)
-
-
-
-
(68)
Balance as of 31 December, 2023
409
861
2,433
782
26,624
9,018
17,264
57,391
Additions during the year
28
-
-
-
138
-
212
378
Disposals during the year
-
-
(77)
(134)
-
-
-
(211)
Balance as of 31 December, 2024
437
861
2,356
648
26,762
9,018
17,476
57,558
Accumulated depreciation:
Balance as of 1 January 2023
263
202
1,008
503
6,167
2,124
5
10,272
Depreciation
56
95
355
41
846
355
2,355
4,103
Disposals during the year
-
-
(68)
-
-
-
-
(68)
Balance as of 31 December 2023
319
297
1,295
544
7,013
2,479
2,360
14,307
Depreciation
21
91
247
38
827
270
2,073
3,567
Disposals during the year
-
-
(77)
(134)
-
-
-
(211)
Balance as of 31 December 2024
340
388
1,465
448
7,840
2,749
4,433
17,663
Depreciated cost at 31 December
2024
97
473
891
200
18,992
6,269
13,043
39,895
Depreciated cost at 31 December
2023
90
564
1,138
238
19,611
6,539
14,904
43,084
Substantially all property and equipment are located in Coite d’Ivoire.
40
NOTE 8:- OTHER ACCOUNTS PAYABLE
31 December
2024
2023
Euros in thousands
Employees and payroll accruals
467
641
VAT payable
240
231
Other accounts payable and accrued expenses
1,994
2,579
2,701
3,451
NOTE 9:- RIGHT-OF-USE ASSETS AND LEASE LIABILITIES
On 24 June 2008, DekelOil CI SA signed a lease agreement for 42 hectares near the village of
Ayenouan, Cote d'Ivoire. The agreement is with the village of Adao and the people occupying the
land in Ayenouan. The lease is for 90 years and the payment for the lease is FCFA 3,000,000
(app. €4,573) per annum.
A subsidiary signed a lease agreement with the government authorities for 6 hectares near the
village of Tiebissou, 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 on 31 December 2024 amounted to €128 (2023 -
€128).
DEKEL AGRI VISION PLC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
41
NOTE 10: - LOANS
a.
Long-term loans:
Interest
31 December
31 December
Currency
2024
2024
2023
Euros in thousands
SOGEBOURSE
(c.1)
In FCFA
8.4%
310
931
AgDevCo (c.2)
In Euro
9%
3,600
3,600
BGFI (c.3)
In FCFA
7.25%
-
462
EBID (c.4)
In FCFA
8.5%
4,350
4,350
NSIA (c.5)
In FCFA
7.25%
-
1,833
NSIA (c.5)
In FCFA
7.75%
-
635
NSIA (c.5)
In FCFA
7.75%
2,652
-
BGFI (c.6)
In FCFA
7.5%
884
1,174
HUDSON (c.7)
In FCFA
7.25%;7.75%
14,389
15,138
Poalim (c.8)
In NIS
6.7%
43
57
Mizrachi (c.8)
In NIS
6.7%
33
50
Total loans
26,261
28,280
Less - current
maturities
(4,754)
(4,708)
21,507
23,572
42
NOTE 10:- LOANS (Cont.)
b.
Short-term loans and current maturities:
31 December
2024
2023
Euros in thousands
Bank credit line (c.9)
4,964
3,762
Current maturities - per a. above
4,754
4,708
9,718
8,470
c.
1.
In September 2016 DekelOil CI SA signed a long-term financing facility agreement
with a consortium of institutional investors arranged by SOGEBOURSE for a long-
term loan of up to FCFA 10 billion (approximately €15.2 million). Of this amount,
FCFA 5.5 billion (approximately €8.4 million) was utilized to refinance the West
Africa Development Bank ("BOAD") loan The loan is repayable over 7 years in
fourteen semi annual payments and bears interest at a rate of 6.85% per annum.
On 22 October 2016 SOGEBOURSE transferred the funds and the BOAD loan was
repaid in full.
On 1 February 2018 the DekelOil CI SA drew down a second tranche of FCFA 2.8
billion (€4.34 million) from its FCFA 10 billion (€15.2 million) long-term
Syndicated Loan Facility with Sogebourse CI. on the same terms as the first tranche.
No deposit for this loan at the reporting date. The unused portion of the facility is no
longer available.
2.
In July 2019 DekelOil CI SA signed an agreement with AgDevCo Limited
(“AgDevCo”), a leading African agriculture sector impact investor for a €7.2 million
loan for a term of 10 years, 4 years of principal grace and 6 years of repayment, with
a gross interest rate of 7.5% per annum, variable and based on 12-month Euro Short
Term Rate published by the European Central Bank (which replaced the Euro Libor
used previously) plus a pre-defined spread, and collared with a minimum rate of 6%
per annum and a maximum rate of 9% per annum. In August 2022 DekelOil CI SA
repaid €3.6 million out of the €7.2 million. Following this repayment, it was agreed
that the interest will be fixed at 7% per annum, and that the remaining loan will be
paid in 4 equal annual instalments starting in July 2024. It was also agreed that all
financial covenants were canceled. The fixed assets of DekelOil CI SA serves as a
security for this loan.
In June 2024 AgDevCo agreed to postpone the first principal instalment of €900
thousand due in August 2024 by one year, such that the first principal installment
will be repayable over 6 months from September 2025. The remaining principal
installments will continue as per the loan agreement. Interest will increase from 7%
to 9% per annum of the outstanding balance from August 2024. Proceeds of any
IPO of the subsidiary or group restructuring will be partly used to reduce the
AgDevCo loan to a maximum of €1.8 million. The interest rate will step down back
to 7% if the loan balance is reduced to €1.8 million by 9 July 2025. See Note 20 for
details of agreement reached in 2025 to reschedule the future loan repayments.
DEKEL AGRI VISION PLC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
43
NOTE 10:- LOANS (Cont.)
3.
On 7 July 2020 DekelOil CI SA signed a loan agreement with Banque Gabonaise
Francaise International (“BGFI”) for FCFA 800 million (approximately €1,220
thousand). The loan is for 5 years and bears interest at a rate of 7.25% per annum.
The repayment was accelerated and was fully repaid in 2024.
4.
On 16 March 2016 Capro CI SA signed a loan agreement with the Bank of
Investment and Development of CEDEAO (“EBID”) according to which EBID
agreed to grant Capro CI SA a facility of FCFA 3,000 million (€4,573 thousand).
During 2022 Capro CI SA made the last withdrawal under this loan agreement of the
amount of €520.
The EBID loan shall bear interest at a rate of 8.5% per annum. The loan has a tenure
of seven years and shall be repaid in 20 quarterly installments over five years,
commencing after a grace period on principal payments of two years. Principal
payments start in January 2022. According to the loan agreement as a security for
this loan there is a lien over the equipment of Capro CI SA and an amount of €97
thousand has been deposited in a bank by Capro CI SA (non-current bank deposits).
In 2024, at the request of the Company, EBIID agreed to defer loan principal
repayments in the amount of € 4,350 thousand. See Note 20 for details of agreement
reached in 2025 to reschedule the future loan repayments.
5.
In 2018 Capro CI SA signed a loan agreement with NSIA bank, Togo (“NSIA
Togo”) according to which NSIA Togo agreed to grant Capro CI SA a facility of
FCFA 1,500 million (€2,278 thousand).
NSIA Togo loan shall bear interest at a rate of 7.25%% per annum. The loan has a
tenure of seven years and shall be repaid in 20 quarterly installments over five years,
commencing after a grace period on principal payments of two years from the first
withdrawal made on 20 February 2020. As a security for this loan there is a lien over
the equipment of Capro CI SA and an amount of €49 thousand has been deposited
in a bank by Capro CI SA (non-current bank deposits).
On 30 March 2020 Capro CI SA signed a loan agreement with NSIA bank Cote
d’Ivoire (“NSIA”) according to which NSIA agreed to grant Capro CI SA a facility
of FCFA 500 million (€762 thousand).
NSIA loan shall bear interest at a rate of 7.25% per annum. The loan is for two years
with one year grace period on principal payments. The loan was fully repaid in 2022.
In August 2022 Capro CI SA signed a new loan agreement with NSIA for the same
amount. The loan will bear interest at a rate of 7.75%. The loan is for two years with
a one-year grace period on principal payments. According to the loan agreement as
a security for this loan an amount of €49 thousand has been deposited in a bank by
Capro CI SA (non-current bank deposits).
During 2024, the Company agreed with NSIA to combine and reschedule the two
above mentioned loans and accumulated interest to a new repayment schedule, with
44
NOTE 10:- LOANS (Cont.)
the same interest rate of 7.75%, with first interest payment starting June 2025, and
16 quarterly principal repayments starting 30 June 2026.
6.
On 3 February 2020 Capro CI SA signed a loan agreement with Banque Gabonaise
Francaise International (“BGFI”) for FCFA 1,000 million (approximately €1,542
thousand). The loan shall bear interest at a rate of 7.5% per annum. The loan has a
tenure of seven years and shall be repaid in monthly installments over five years,
commencing after a grace period on principal payments of two years from the first
withdrawal made in September 2020. According to the loan agreement as a security
for this loan an amount of €114 thousand has been deposited in a bank by Capro CI
SA (non-current bank deposits).
7.
On 25 January 2021 DekelOil CI SA signed an agreement with Hudson for issuance
of a long-term bond of up to FCFA 10,000 million (€15.2 million ( . The first tranche
of FCFA 3,930 million (€6 million) was received on 27 January 2021, and the second
tranche of FCFA 6 billion )€9.1 million) was received on 24 July 2022. The bond is
for 7 years with a 3-year grace for principal repayments. The first tranche of the bond
bears annual interest of 7.75% and the second tranche of the bond bears annual
interest of 7.25%. According to the agreement DekelOil CI SA accumulates the
funds for each payment prior to each payment by a monthly payment to be made for
that purpose to a designated deposit account. In addition, a fixed amount has been
deposited in a separate bank account. As of 31 December 2024, the current deposit
amounts to €1,549 thousand (2023 - €661 thousand) and the non-current deposit
amounts to €781 thousand (2023 - €763 thousand), respectively.
8.
In August and in October 2022 a subsidiary of the Company signed two loan
agreements for two vehicles in the amount of €148 thousand (denominated in NIS).
The loan is for 5 years with annual interest of 6.7% which is linked to the prime
interest rate in Israel.
9.
The Company has a line of credit of €3.5 million from various banks in Cote d’Ivoire.
The lines of credit are revolving annually and bear an annual interest rate of 7.75%.
In addition, the Company has a line of credit to purchase RCN at the amount of €1.5
million. The line of credit revolves annually and bears an annual interest rate of
8.5%.
NOTE 11:- EQUITY
a.
Composition of share capital:
Authorized
Issued and outstanding
31 December
31 December
2024
2023
2024
2023
Number of shares
Ordinary shares of €0.0003367
par value each
1,000,000,000
1,000,000,000
560,074,153
559,404,153
DEKEL AGRI VISION PLC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
45
NOTE 11: - EQUITY (Cont.)
Each Ordinary share confers upon its holder voting rights, the right to receive cash and
share dividends, and the right to share in excess assets upon liquidation of the Company.
Commencing from December 2019, pursuant to his remuneration contract, the General
Manager of the company’s subsidiary shall be issued 400,000 Ordinary Shares per year at
par value over the next 3 years, vesting on a monthly basis. The fair value of the Ordinary
shares to be issued at the date of grant amounts to €34 thousand. As of 31 December 2023,
all 1,200,000 Ordinary shares were issued.
In 2023 the Company issued 867,800 ordinary shares to certain brokers and suppliers in
consideration for services provided and issued 1,162,877 ordinary shares to a director as a
remuneration for his services. The fair value of the shares issued amounting to €82
thousand was recorded in general and administrative expenses.
In 2024 the Company issued 670,000 ordinary shares to a director as a remuneration for
his services. The fair value of the shares issued amounting to €26 thousand was recorded
in general and administrative expenses
b.
Share option plan:
Pursuant to the plan, 35,522,314 options were granted to purchase Ordinary shares at a
weighted average exercise price of €0.033.
Of the total options above, 5,866,667 options were granted with a weighted average
exercise price of €0.023 that may only be exercised if at any point following the date of
grant, the 30-day Volume Weighted Average Price of the Ordinary Shares achieves a price
per share equal to or exceeding 6.0 pence. This condition has not been met as of 31
December 2023 and those options expired.
Accordingly, as of 31 December 2024 and 2023 there are 29,655,647 options that are
exercisable at a weighted average exercise price of €0.035.
c.
Capital reserve:
The capital reserve comprises the contribution to equity of the Company by the controlling
shareholders.
46
NOTE 12:- REVENUES
Major customers:
Year ended
31 December
2024
2023
Euros in thousands
Revenues from major customers which each
account for 10% or more of total revenues
reported in the financial statements:
Customer A
17,107
15,170
Customer B
-
6,124
Customer C
-
5,515
Customer D
3,676
3,952
NOTE 13:- FAIR VALUE MEASUREMENT
The fair value of accounts and other receivables, short-term loans, and trade and other payables
approximates their carrying amount due to their short-term maturities. The fair value of long-term
loans with a carrying amount of €26,261 thousands and €28,280 thousand (including current
maturities) as of 31 December 2024 and 2023, respectively, approximates their fair value (level
3 of the fair value hierarchy).
NOTE 14:- INCOME TAXES
a.
Tax rates applicable to the income of the Company and its subsidiaries:
The Company and its subsidiaries, CS DekelOil Siva Ltd. and Pearlside Holdings Ltd.,
were incorporated in Cyprus and are taxed according to Cyprus tax laws. The statutory tax
rate is 12.5%.
The carryforward losses (which may be carried forward indefinitely) of the Company are
approx. €47 thousand of CS DekelOil Siva Ltd. are approximately €23 thousand, and of
Pearlside are approximately €18 thousand.
The subsidiary, DekelOil CI SA, was incorporated in Cote d'Ivoire and is taxed according
to Cote d'Ivoire tax laws. Based on its investment plan, DekelOil CI SA received a full tax
exemption from local income tax, "Tax on Industrial and Commercial profits," for the
thirteen years starting 1 January 2014, 50% tax exemption for the fourteenth year and 25%
tax exemption for the fifteenth year.
The tax exemptions were conditional upon meeting the terms of the investment plan, which
the Group has met.
DEKEL AGRI VISION PLC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
47
NOTE 14:- INCOME TAXES (Cont.)
The subsidiary, Capro CI SA, was incorporated in Cote d'Ivoire and is taxed according to
Cote d'Ivoire tax laws. Based on its investment plan, Capro CI SA received a full tax
exemption from local income tax, "Tax on Industrial and Commercial profits," for the
thirteen years starting from commencement of production, 50% tax exemption for the
fourteenth year and 25% tax exemption for the fifteenth year.
The tax exemptions were conditional upon meeting the terms of the investment plan, which
the Group has met.
The subsidiary DekelOil Consulting Ltd. was incorporated in Israel and is taxed according
to Israeli tax laws.
b.
Tax assessments:
The Company's subsidiaries, DekelOil CI SA received a final tax assessment through
2020a.
As of 31 December 2024, the Company had not yet received final tax assessments. For
Capro CI SA and DekelOil Consulting Ltd. For DekelOil Consulting the tax assessment
prior to 2016 is deemed to be final.
c.
The tax benefit during the year ended 31 December 2024, relates to tax of the Company's
subsidiaries DekelOil CI SA and DekelOil Consulting Ltd.
NOTE 15:- SUPPLEMENTARY INFORMATION TO THE STATEMENT OF COMPREHENSIVE
INCOME
Year ended
31 December
2024
2023
Euros in thousands
a.
Cost of revenues:
Cost of fruit
17,896
25,454
Maintenance and other operating costs
3,082
3,594
Salaries and related benefits
2,138
2,326
Depreciation
3,174
3,947
Cultivation and nursery costs
745
510
Vehicles
158
408
27,193
36,239
48
NOTE 15:- SUPPLEMENTARY INFORMATION TO THE STATEMENT OF COMPREHENSIVE
INCOME (Cont.)
Year ended
31 December
2024
2023
Euros in thousands
b.
General and administrative expenses:
Salaries and related benefits
1,972
2,044
Subcontractors
153
97
Legal, accounting, and professional fees
450
336
Depreciation
394
156
Office expenses
138
204
Travel expenses
153
153
Vehicle maintenance
106
160
Insurance
154
90
Brokerage and nominated advisor fees
53
69
Other
210
253
3,783
3,562
c.
Finance cost:
Interest on loans
1,990
2,230
Bank fees
583
645
Exchange rate differences
-
6
2,573
2,881
NOTE 16:- INCOME (LOSS) PER SHARE
The following reflects the income (loss) and share data used in the basic and diluted earnings per
share computations:
Year ended
31 December
2024
2023
Euros in thousands
Net income (loss) attributable to equity holders of the
Company
(3,505)
(4,458)
Weighted average number of Ordinary shares used for
computation of:
Basic earnings (loss) per share
559,945,660
558,623,932
Diluted earnings (loss) per share
559,945,660
558,623,932
In 2024 and 2023, share options are excluded from the calculation of diluted loss per share as
their effect is antidilutive.
DEKEL AGRI VISION PLC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
49
NOTE 17:- BALANCES AND TRANSACTIONS WITH RELATED PARTIES
a.
Balances:
31 December
2024
2023
Euros in thousands
Current:
Other accounts payable
400
173
Non-current:
Loans from shareholders (see Note 6 and Note
20(3)))
1,112
679
Transactions:
Interest on loans from shareholders
46
-
b.
Compensation of key management personnel of the Company:
Year ended
31 December
2024
2023
Euros in thousands
Short-term employee benefits
822
933
c.
Significant agreements with related parties:
1.
In February 2008, DekelOil Consulting Limited ("Consulting") signed an
employment agreement with a shareholder, who is a director of the Company, the
CEO of the Company and the chairman of the Board of Directors of DekelOil CI
SA. Under the employment agreement, the CEO is entitled to a monthly salary of
€20,000 per month. The agreement is terminable by the Company with 24 months'
notice. The total annual salary, social benefits, bonuses and management fee paid to
the CEO during 2024 and 2023 was approximately €227 thousand and €249
thousand, respectively.
2.
In March 2008, DekelOil Consulting Limited signed an employment agreement with
a shareholder, who is a director of the Company, its Deputy CEO and Chief Financial
Officer. The agreement was amended on 11 July 2014, by the board of the subsidiary
to reflect the same salary terms as those of the CEO described in c (1) above. The
total annual salary and social benefits paid to the employee during 2024 and 2023
was approximately €209 thousand and €232 thousand, respectively.
50
NOTE 18:- FINANCIAL INSTRUMENTS
a.
Classification of financial liabilities:
The financial liabilities in the statement of financial position are classified by groups of
financial instruments pursuant to IFRS 9:
31 December
2024
2023
Euros in thousands
Financial liabilities measured at amortized cost:
Trade and other payables
4,321
2,795
Short-term loans
4,964
5,125
Long-term lease liabilities
128
128
Loans from shareholders
1,889
679
Long-term loans (including current maturities)
26,261
28,280
Total
37,563
37,007
b.
financial risks factors:
The Group's activities expose it to market risk (foreign exchange risk).
Foreign exchange risk:
The Company is exposed to foreign exchange risk resulting from the exposure to different
currencies, mainly, NIS and GBP. Since the FCFA is fixed to the Euro, the Group is not
exposed to foreign exchange risk in respect of the FCFA. As of 31 December 2024, the
foreign exchange risk is immaterial.
Liquidity risk:
The table below summarizes the maturity profile of the Group's financial liabilities based
on contractual undiscounted payments (including interest payments):
31 December 2024
Less than
one year
1 to 2
years
2 to 3
years
3 to 4
years
4 to 5
years
> 5
years
Total
Euros in thousands
Long-term loans (1)
8,591
8,368
6,784
4,639
2,342
30,724
Loan from shareholder
1,158
915
2,073
Short-term loan
4,964
4,964
Trade payables and other
accounts payable
4,321
4,321
Long-term lease liabilities
15
15
15
15
15
1,329
1,404
17,891
9,541
6,799
5,569
2,357
1,329
43,486
DEKEL AGRI VISION PLC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
51
NOTE 18:- FINANCIAL INSTRUMENTS (Cont.)
31 December 2023
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)
5,956
7,189
8,863
6,784
4,639
2,342
35,773
Loan from shareholder
915
915
Short-term loan
5,125
5,125
Trade payables and other
accounts payable
6,249
6,249
Long-term lease liabilities
15
15
15
15
15
1,344
1,419
17,342
7,204
8,878
6,799
4,654
4,601
48,479
Movement in financial liabilities:
Short term
loans
Long term
loans (1)
Lease
liabilities
Loans from
shareholder
s (2)
Total
Euros in thousands
Balance as of 1 January 2023
1,378
31,534
128
630
33,670
Receipt of short-term loan
5,125
5,125
Receipt of long-term loan
Repayment of loans
(1,378)
(3,254)
(4,632)
Loan discount (2)
49
49
Balance as of 31 December 2023
5,125
28,280
128
679
34,212
Receipt of short-term loan
4,964
4,964
Receipt of long-term loan
1,982
1,982
Repayment of loans
(5,125)
(2,019)
(870)
(8,014)
Loan discount and accrued interest
(2)
98
98
Balance as of 31 December 2024
4,964
26,261
128
1,889
33,242
(1)
Including current maturities and accrued interest.
(2)
See Note 6.
52
NOTE 19:- OPERATING SEGMENTS
a.
General:
The operating segments are identified based on information that is reviewed by the
Company's management to make decisions about resources to be allocated and assess its
performance. Accordingly, for management purposes, the Group is organized into two
operating segments based on the two business units the Group has. The two business units
are incorporated under two separate subsidiaries of the Company, the CPO production unit
is incorporated under CS DekelOil Siva Ltd. and its subsidiary and the RCN processing
plant in the initial production phase is incorporated under Pearlside Holdings Ltd. and its
subsidiary (see Note 1).
Segment performance (segment income (loss)) and the segment assets and liabilities are
derived from the financial statements of each separate group of entities as described above.
Unallocated items are mainly the Group 's headquarter costs.
b.
Reporting operating segments:
Crude
palm oil
Raw
cashew nut Unallocated
Total
Euros in thousands
Year ended 31 December
2024:
Revenues-external customers
28,221
1,740
29,961
Cost of revenues
23,501
3,692
27,193
Segment operating profit (loss)
2,871
(2,968)
(918)
(1,015)
Finance cost
(1,593)
(969)
(11)
(2,573)
Profit (loss) before taxes on
income
1,278
(3,937)
(929)
(3,588)
Depreciation and amortization
1,447
2,089
31
3,567
Crude
palm oil
Raw
cashew nut Unallocated
Total
Euros in thousands
Year ended 31 December
2023:
Revenues-external customers
37,220
1,079
-
38,299
Cost of revenues
31,477
4,762
-
36,239
Segment operating profit (loss)
3,741
(4,207)
(1,036)
(1,502)
Finance cost
(1,976)
(884)
(21)
(2,881)
Profit (loss) before taxes on
income
1,765
(5,091)
(1,057)
(4,383)
Depreciation and amortization
1,566
2,508
29
4,103
DEKEL AGRI VISION PLC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
53
NOTE 19:- OPERATING SEGMENTS (Cont.)
Crude
palm oil
Raw
cashew nut Unallocated
Total
Euros in thousands
As of 31 December 2024:
Segment assets
33,063
13,430
130
46,623
Segment liabilities
28,465
10,154
533
39,152
As of 31 December 2023:
Segment assets
34,815
15,616
185
50,616
Segment liabilities
28,665
10,568
433
39,666
NOTE 20:- EVENTS AFTER THE REPORTING DATE
1. In June 2025 it was agreed with EBID to reschedule its loan (see Note 10 (c)4) for an additional
6 years with 1.5 years grace on principal payments starting from 30 June 2025 at the same interest
rate.
2. In June 2025 it was agreed with AgDevCo to reschedule its loan (see Note 10(c)2) for an
additional 7 years with 2 years grace on principal payments starting from 30 June 2025 at the
same interest rate of 9%. The interest rate will increase to 9.75% if the Hudson loan (see Note
10(c)2) will not be rescheduled as well by 31 December 2025. The reschedule was conditional
upon completing an equity fund raising on AIM of at least €2 million. This condition was met see
(3) below.
3. On 27 June 2025 the Company completed a placing on the AIM, a market operated by the
London Stock Exchange ("the AIM"), by issuing 425,909,086 Ordinary shares at a price of
£0.0055 per share for total consideration of c. €2,747 thousand (£2,343 thousand), net proceeds
of approximately €2,605 thousand (£2,221 thousand).
In addition, as part of the fund raising a Director of the Company that holds approximately €1.2
million of debt in the Company converted the debt at the fund-raising price into 187,931,098
Ordinary shares.
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