2025 Final Results and Notice of AGM
Summary by AI BETAClose X
This announcement contains inside information for the purposes of Article 7 of the UK version of Regulation (EU) No 596/2014 which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended ("MAR"). Upon the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.
Dekel Agri-Vision Plc / Index: AIM / Epic: DKL / Sector: Food Producers
29 June 2026
Dekel Agri-Vision Plc
('Dekel' or the 'Company')
2025 Final Results and Notice of AGM
Dekel Agri-Vision Plc (AIM: DKL), the West African agribusiness company focused on building a portfolio of sustainable and diversified projects, is pleased to announce its audited results for the year ended 31 December 2025 (the 'Accounts'). The Company also gives notice that its Annual General Meeting ('AGM') will be held at Hill Dickinson LLP, The Broadgate Tower, 20 Primrose Street, London EC2A 2EW on 29 July 2026 at 10am BST. The Notice of AGM and Accounts will be made available to download later today from the Company's website www.dekelagrivision.com or mailed to shareholders who have elected to receive physical copy.
Financial Summary
As shown in the table below, Group EBITDA for FY2025 was €2.3 million, an 11.5% decrease compared to FY2024. This reflects the impact of a historically weak H2 2025 harvest from the Palm Oil Operation partially offset by a strong improvement in the Cashew Operation. Key highlights are outlined below:
• Palm Oil Operation Financial Performance: The Palm Oil Operation generated revenue of €30.0 million, up 6.4% on FY2024, driven by significantly higher CPO and PKO pricing. EBITDA of €2.6 million was €1.3 million lower year-on-year. This result was lower than expected, principally due to the unprecedentedly lower FFB harvest volumes in H2 2025 which also resulted in higher than anticipated costs to purchase FFB. Looking ahead to FY2026, we expect performance has improved with CPO production growing 43.6% year-on-year in April and 31.9% in May, underpinned by continued strong international CPO prices above €1,200 per tonne.
• Cashew Operation Financial Performance: The Cashew Operation results improved materially as expected to a marginal EBITDA loss of €0.3 million, representing a €1 million uplift versus FY2024. This was achieved through a 292.6% increase in RCN processing to 5,606 tonnes, a 337.3% increase in production, a 231.6% increase in sales volumes, and a 23.1% increase in cashew prices. FY2026 production continues to run ahead of FY2025, positioning the Cashew Operation to build further on this positive EBITDA performance.
|
Year ended 31 December |
FY2025 |
FY2024 |
% change |
|
Palm Oil Operation |
|||
|
Revenue |
€30.0m |
€28.2m |
6.4% |
|
Gross Margin |
€4.8m |
€6.2m |
-22.6% |
|
Gross Margin % |
16.0% |
22.0% |
-27.3% |
|
EBITDA |
€2.6m |
€3.9m |
-33.3% |
|
Cashew Operation |
|||
|
Revenue |
€4.0m |
€1.8m |
122.2% |
|
EBITDA |
(€0.3m) |
(€1.3m) |
76.9% |
|
Group EBITDA |
€2.3m |
€2.6m |
-11.5% |
Operational Highlights - Palm Oil Operation
• Fresh Fruit Bunch ('FFB') volumes and Crude Palm Oil ('CPO') production declined 15.9% and 16.3% respectively compared to FY2024. FY2025 was the lowest harvesting environment the Company has historically experienced, but volumes have rebounded in H1 2026.
• CPO sales volumes decreased 16.8% in FY2025, in line with lower production. All CPO production was sold, reflecting continued strong local demand.
• The average CPO sales price in FY2025 increased by 23.0% to €972 per tonne. International CPO prices remain highly supportive and are currently trading above €1,200 per tonne.
• The average PKO sales price increased by a significant 51.8% to €1,252 per tonne, driven by tight local supply conditions.
• The CPO extraction rate for FY2025 was 21.3%, remaining at solid levels (FY2024: 21.5%).
|
|
FY-2025 |
FY-2024 |
Change |
|
Fresh Fruit Bunch ('FFB') processed (tonnes) |
127,057 |
151,101 |
-15.9% |
|
CPO Extraction Rate |
21.3% |
21.5% |
-0.9% |
|
CPO production (tonnes) |
27,217 |
32,498 |
-16.3% |
|
CPO Sales (tonnes) |
27,039 |
32,491 |
-16.8% |
|
Average CPO price per tonne |
€972 |
€790 |
23.0% |
|
Palm Kernel Oil ('PKO') production (tonnes) |
1,967 |
2,096 |
-6.2% |
|
PKO Sales (tonnes) |
1,883 |
2,059 |
-8.5% |
|
Average PKO price per tonne |
€1,252 |
€825 |
51.8% |
Operational Highlights - Cashew Operation
• Raw Cashew Nut ('RCN') processing volumes increased by a substantial 292.6% to 5,606 tonnes in FY2025 compared to FY2024. This included c.2,850 tonnes of third-party RCN processed to produce a new specialised unpeeled product which has proven to be a commercially successful initiative delivering margins comparable to own-RCN processing. Third-party RCN revenue has been recognised on a margin basis.
• Higher processing volumes translated directly into higher production and sales: cashew production increased 337.3% and cashew sales volumes increased 231.6%.
• Prices for cashews (excluding third-party processed stock) increased by 23.1% to €4,800 per tonne in FY2025, reflecting a rebound in global cashew prices.
• In Q1 2026, RCN processing rose 38.5%, cashew production increased 73.5%, and cashew sales volumes surged 144.8% compared to Q1 2025, demonstrating continued strong year-on-year growth.
|
|
FY-2025 |
FY-2024 |
Change |
|
RCN Inventory |
|||
|
Opening RCN Inventory (tonnes) |
742 |
1,751 |
-57.6% |
|
RCN Purchased (tonnes) |
6,001 |
419 |
1,332.2% |
|
RCN Processed (tonnes) |
5,606 |
1,428 |
292.6% |
|
Closing RCN Inventory (tonnes) |
1,137 |
742 |
53.2% |
|
Cashew Processing |
|||
|
Opening Cashews (tonnes) |
79 |
154 |
48.7% |
|
Cashew Extraction Rate |
24.3% |
21.8% |
11.5% |
|
Cashew Produced (tonnes) |
1,360 |
311 |
337.3% |
|
Cashew Sales (tonnes) |
1,280 |
386 |
231.6% |
|
Closing Cashews (tonnes) |
159 |
79 |
101.3% |
|
Average Sales prices per tonne |
|||
|
Peeled Cashews (including mixed) |
€4,800 |
€3,900 |
23.1% |
Corporate Finance and Post Year End Highlights
• Equity fundraising of £2.33m at 0.55p per share completed on 27 June 2025, raising net proceeds of approximately £2.1m. Simultaneously, CEO Youval Rasin converted €1.2 million of debt into 187,931,098 Ordinary shares at the same price, injecting an aggregate €3.6 million of net cash and non-cash benefit into the Group's balance sheet.
• During FY2025, three long-term loans were restructured on materially improved terms, adding to the NSIA restructuring completed in FY2024:
• EBID: Restructured for an additional six years with an 18-month principal grace period commencing 30 June 2025, at the same interest rate of 8.5%.
• AgDevCo: Restructured for an additional seven years with a 24-month principal grace period commencing 30 June 2025, at an interest rate of 9%.
• Hudson bond: In December 2025, it was agreed that the Hudson bond would be refinanced through a new bond programme with a six-year term, a two-year grace period on principal repayments and an interest rate of 9.5%. On 22 June 2026, the first tranche of the new bond programme was successfully completed and the proceeds of €10.9m will be used to refinance the existing Hudson bond.
• Total group debt reduced from €39.2 million at end of FY2024 to €36.2 million at end of FY2025, with long-term loans (including current maturities) reducing from €26.3 million to €24.1 million.
• Whilst the Group continues to deliver positive EBITDA from its underlying operations, the Board believes that reducing overall leverage remains a key priority. Therefore, the Company is continuing to evaluate a range of corporate finance opportunities including potential equity injections at project level, expressions of interest for the sale of one or more operating subsidiaries, and potentially a sale of the Group, with a focus on maximising shareholder value.
Youval Rasin, Dekel's Chief Executive Officer, said:
"FY2025 was a year of significant operational contrasts. The historically weak H2 2025 FFB harvest weighed on the Palm Oil Operation in H2, while the Cashew Operation delivered a significantly improved performance. The strong recovery in Palm Oil production in early 2026, with three consecutive months of double-digit year-on-year growth, alongside continued progress in the Cashew Operation, gives us confidence in a materially stronger Group performance in FY2026. The completion of our debt restructuring programme strengthened our financial foundation, and we remain focused on maximising value for shareholders through both our operational performance and our corporate finance initiatives."
**** ENDS ****
For further information please visit the Company's website www.dekelagrivision.com or contact:
|
Dekel Agri-Vision Plc Youval Rasin, Shai Kol, Lincoln Moore |
+44 (0) 207 236 1177 |
|
Zeus Capital Ltd (Nomad and Joint Broker) James Joyce, Darshan Patel, John Moran |
+44 (0) 203 829 5000 |
Notes:
Dekel Agri-Vision Plc is a multi-project, multi-commodity agriculture company focused on West Africa. It has a portfolio of projects in Côte d'Ivoire at various stages of development: a fully operational palm oil project in Ayenouan where fruit produced by local smallholders is processed at the Company's 60,000tpa capacity crude palm oil mill and a cashew processing project in Tiebissou, which is ramping up to full commercial production.
CHAIRMAN'S STATEMENT
FY2025 was a year of operational contrast for Dekel. Group EBITDA was €2.3 million, an 11.5% reduction compared to FY2024, principally reflecting a historically weak H2 2025 FFB harvest at the Palm Oil Operation. The Palm Oil Operation has rebounded in 2026 and we are optimistic of a return to historically more robust levels. The Cashew Operation results improved materially to a marginal EBITDA loss of €0.3 million, representing a €1 million uplift versus FY2024 due to a 337% increase in cashew production volumes. There remains scope for a significant scale-up in the production capabilities of the Cashew Operation.
Palm Oil Operation
The Palm Oil Operation generated revenue of €30.0 million in FY2025, an increase of 6.4% year-on-year, demonstrating the pricing strength of the underlying business even during a period of lower production volumes. FFB volumes and CPO production declined 15.9% and 16.3% respectively compared to FY2024, representing the lowest harvesting environment the Company has historically experienced. This volume headwind, concentrated particularly in H2 2025, resulted in Palm Oil EBITDA of €2.6 million, a reduction from €3.9 million in FY2024.
The pricing environment was a material positive, providing significant mitigation against the volume shortfall. The average CPO price for FY2025 rose 23.0% to €972 per tonne, with December 2025 prices trading above €1,000 per tonne. PKO prices increased by an even more substantial 51.8% to €1,252 per tonne. Looking at 2026, international CPO prices are currently trading above €1,200 per tonne and, as local supply moderates seasonally, the Company expects elevated international pricing to flow more fully through to local prices.
The volume weakness has proven to be cyclical, as anticipated. The Palm Oil Operation has delivered three consecutive months of strong year-on-year CPO production growth in 2026 - March (+21%), April (+43.6%, one of the strongest April performances on record), and May (+31.9%). This rebound positions the Palm Oil Operation for a stronger EBITDA contribution in FY2026.
Cashew Operation
FY2025 was a year of significant improvement for the Cashew Operation. Having invested in the commissioning of additional shelling and peeling equipment, the operation delivered a significant uplift in throughput and financial performance. RCN processing volumes rose 292.6% to 5,606 tonnes, cashew production increased 337.3%, and cashew sales volumes grew 231.6%. As a result, the Cashew Operation results improved materially to a marginal EBITDA loss of €0.3 million, representing a swing of €1 million versus FY2024 and a clear validation of the operational investment made in prior years.
A strategically important new initiative was also introduced during the year: the processing of third-party RCN to produce a specialised unpeeled product. This contributed c.2,850 tonnes of additional processing capacity and has proven commercially successful, delivering margins comparable to the Company's own-RCN processing, whilst internal stock levels are being rebuilt. Global cashew prices also supported performance, with average peeled cashew prices rising 23.1% to €4,800 per tonne.
Early FY2026 data provides further encouragement for the trajectory ahead. In Q1 2026, RCN processing rose 38.5%, cashew production increased 73.5%, and cashew sales volumes surged 144.8% compared to Q1 2025. Monthly RCN processing volumes are running consistently at target levels, and the Board is confident the Cashew Operation will continue to build on its momentum in FY2026.
Other Projects
We continue to hold in mind the longer-term opportunity to diversify the Group's commodity portfolio, including the potential processing of a third commodity and clean energy initiatives. These remain on hold while our priority is the continued performance optimisation of both operating divisions.
Group Financial Performance
A summary of the Group's financial performance for FY2025, along with comparatives for the previous five years, is presented in the table below.
|
|
FY2025 |
FY2024 |
FY2023 |
FY2022 |
FY2021 |
FY2020 |
|
FFB collected (tonnes) |
127,057 |
151,101 |
182,362 |
116,733 |
190,020 |
154,151 |
|
CPO production (tonnes) |
27,217 |
32,498 |
39,073 |
25,751 |
39,953 |
34,002 |
|
CPO sales (tonnes) |
27,039 |
32,491 |
38,896 |
26,016 |
39,092 |
34,008 |
|
Average CPO price per tonne |
€972 |
€790 |
€869 |
€1,025 |
€868 |
€602 |
|
Total Revenue (all products) |
€33.9m |
€30.0m |
€38.3m |
€31.2m |
€37.4m |
€22.5m |
|
Gross Margin |
€2.3m |
€2.8m |
€2.1m |
€5.1m |
€6.5m |
€2.3m |
|
Gross Margin % |
6.7% |
9.3% |
5.5% |
16.7% |
17.4% |
10.2% |
|
Overheads |
€3.5m |
€3.8m |
€3.6m |
€3.9m |
€3.8m |
€2.8m |
|
EBITDA |
€2.3m |
€2.6m |
€2.6m |
€2.7m |
€4.8m |
€1.2m |
|
EBITDA % |
6.6% |
8.5% |
6.8% |
9.3% |
12.8% |
5.3% |
|
Net Profit / (Loss) After Tax |
(€4.5m) |
(€3.5m) |
(€4.5m) |
(€1.3m) |
€0.6m |
(€2.2m) |
|
Total Assets |
€43.0m |
€46.6m |
€50.6m |
€54.7m |
€51.7m |
€43.3m |
|
Total Liabilities |
€36.4m |
€39.2m |
€39.6m |
€39.4m |
€35.5m |
€30.8m |
|
Total Equity |
€6.6m |
€7.5m |
€11.0m |
€15.3m |
€16.3m |
€12.5m |
Dekel reported FY2025 Group EBITDA of €2.3 million, compared to €2.6 million in FY2024. This movement was driven by:
• A €1.3 million decrease in Palm Oil Operation EBITDA to €2.6 million (FY2024: €3.9 million), primarily due to the historically low FFB harvest volumes in H2 2025, partially offset by significantly higher CPO and PKO prices which drove revenue growth of 6.4% despite lower volumes.
• A €1 million improvement in the Cashew Operation from an EBITDA loss of €1.3 million in FY2024 to a marginal EBITDA loss of €0.3 million in FY2025, reflecting the substantial increase in RCN processing throughput, production volumes, and sales, together with higher cashew prices.
Dekel reported a FY2025 Net Loss after Tax of €4.5 million, compared to €3.5 million in FY2024. Aside from the decrease in Group EBITDA of €0.4m the increase in net loss was primarily driven by:
• Higher finance costs of €2.9 million (FY2024: €2.6 million), largely reflecting incremental interest costs arising from the debt restructuring process.
• An increased tax charge of €0.5 million related to taxes assessed from prior years (FY2024: credit of €0.1 million).
• These were partially offset by lower G&A costs of €3.5 million (FY2024: €3.8 million).
The overall Net Loss was again largely driven by Depreciation expense which was €3.5m (FY2024: €3.6m).
Financial Restructure
Material progress was made during FY2025 in restructuring the Group's debt profile and strengthening its balance sheet. During the year, three further long-term loan facilities were restructured on improved terms, substantially extending repayment profiles and reducing near-term principal obligations. Total group debt declined from €39.2 million at end of FY2024 to €36.2 million at end of FY2025, with long-term loans (including current maturities) reducing from €26.3 million to €24.1 million.
The June 2025 equity raise of £2.33 million and the simultaneous conversion of €1.2 million of CEO debt into equity together injected approximately €3.6 million of net cash and non-cash benefit into the Group's balance sheet, providing important liquidity during the transitional period. Working capital deficiency improved from €10.0 million at end of FY2024 to €8.1 million at end of FY2025.
On 22 June 2026 the Company completed subscriptions for the first tranche of its recently approved €13.3 million bond programme (the "New Bond"). The first tranche, totalling approximately €10.9 million has been subscribed by a group of existing regional institutional investors including banks, pension funds and insurance companies. The New Bond has a six-year term and carries an annual interest rate of 9.5%, with an initial two-year grace period on principal repayments. The New Bond will replace the existing Hudson bonds and will further extend the Group's debt maturity profile and provide more financial stability whilst aligning repayments more closely with the projected growth and future cash generation of the Cashew Operation.
Whilst the Group continues to deliver positive EBITDA from its underlying operations, the Board believes that reducing overall leverage remains a key priority. Therefore, the Board is also actively evaluating a range of further corporate finance opportunities including potential equity injections at project level, expressions of interest for the sale of one or more operating subsidiaries, and potentially a sale of the Group with a focus on maximising shareholder value and accelerating deleveraging. Discussions are ongoing and there can be no certainty that any transaction will be concluded. In the absence of such outcomes, the Company will continue to execute its existing strategy of sustaining the profitability of the Palm Oil Operation, growing the Cashew Operation, and steadily reducing leverage.
Outlook
The Palm Oil Operation has rebounded from the cyclical low season of 2025, with April 2026 delivering one of the strongest monthly performances on record and May also materially ahead of prior year. The supportive international pricing environment with CPO currently trading above €1,200 per tonne provides a strong platform for an improved EBITDA contribution from this operation in FY2026.
The Cashew Operation enters 2026 in a stronger operational position. Q1 2026 results confirms the positive momentum is continuing, with RCN processing, production, and sales all materially ahead of Q1 2025. Therefore, the Board is confident the Cashew Operation will build further on its positive performance in FY2026.
The recent completion of the New Bond process and broader corporate finance review provide further support to the Group's financial position and offer the potential to improve or accelerate the deleveraging trajectory.
I would like to extend my sincere gratitude to the Board, Management team, employees, and advisors for their dedication and resilience throughout the year.
Jonathan Johnson-Watts
Non-Executive Chairman
Date: 29 June 2026
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
|
|
|
|
|
31 December |
||
|
|
|
|
|
2025 |
|
2024 |
|
|
|
Note |
|
Euros in thousands |
||
|
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT ASSETS: |
|
|
|
|
|
|
|
Cash and cash equivalents |
|
|
|
86 |
|
276 |
|
Trade receivables |
|
|
|
349 |
|
513 |
|
Inventory |
|
4 |
|
3,221 |
|
2,954 |
|
Bank deposits - restricted |
|
10c |
|
975 |
|
1,553 |
|
Other accounts receivable |
|
5 |
|
820 |
|
387 |
|
|
|
|
|
|
|
|
|
Total current assets |
|
|
|
5,451 |
|
5,683 |
|
|
|
|
|
|
|
|
|
NON-CURRENT ASSETS: |
|
|
|
|
|
|
|
Bank deposits - restricted |
|
10c |
|
816 |
|
1,045 |
|
Property and equipment, net |
|
7 |
|
36,688 |
|
39,895 |
|
|
|
|
|
|
|
|
|
Total non-current assets |
|
|
|
37,504 |
|
40,940 |
|
|
|
|
|
|
|
|
|
Total assets |
|
|
|
42,955 |
|
46,623 |
The accompanying notes are an integral part of the consolidated financial statements.
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
|
|
|
|
|
31 December |
||
|
|
|
|
|
2025 |
|
2024 |
|
|
|
Note |
|
Euros in thousands |
||
|
LIABILITIES AND EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT LIABILITIES: |
|
|
|
|
|
|
|
Short-term loans and current maturities of long-term loans |
|
10b |
|
8,534 |
|
9,718 |
|
Trade payables |
|
|
|
2,083 |
|
1,620 |
|
Advances from customers |
|
|
|
885 |
|
1,537 |
|
Other accounts payable |
|
8 |
|
2,050 |
|
2,701 |
|
|
|
|
|
|
|
|
|
Total current liabilities |
|
|
|
13,552 |
|
15,576 |
|
|
|
|
|
|
|
|
|
NON-CURRENT LIABILITIES: |
|
|
|
|
|
|
|
Long-term lease liabilities |
|
9 |
|
128 |
|
128 |
|
Accrued severance pay, net |
|
|
|
86 |
|
52 |
|
Loans from shareholders |
|
6 |
|
788 |
|
1,889 |
|
Long-term loans |
|
10 |
|
21,823 |
|
21,507 |
|
|
|
|
|
|
|
|
|
Total non-current liabilities |
|
|
|
22,825 |
|
23,576 |
|
|
|
|
|
|
|
|
|
Total liabilities |
|
|
|
36,377 |
|
39,152 |
|
|
|
|
|
|
|
|
|
EQUITY: |
|
11 |
|
|
|
|
|
Share capital |
|
|
|
405 |
|
178 |
|
Additional paid-in capital |
|
|
|
44,145 |
|
40,843 |
|
Accumulated deficit |
|
|
|
(31,226) |
|
(26,767) |
|
Capital reserve |
|
|
|
2,532 |
|
2,532 |
|
Warrants |
|
|
|
37 |
|
|
|
Capital reserve from transactions with non-controlling interests |
|
|
|
(9,315) |
|
(9,315) |
|
|
|
|
|
|
|
|
|
Total equity |
|
|
|
6,578 |
|
7,471 |
|
|
|
|
|
|
|
|
|
Total liabilities and equity |
|
|
|
42,955 |
|
46,623 |
The accompanying notes are an integral part of the consolidated financial statements.
|
29 June 2026 |
|
|
|
|
|
|
|
Date of approval of the |
|
Youval Rasin |
|
Yehoshua Shai Kol |
|
Lincoln John Moore |
|
financial statements |
|
Director and Chief Executive Officer |
|
Director and Chief Finance Officer |
|
Executive Director |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
|
|
|
|
|
Year ended 31 December |
||
|
|
|
|
|
2025 |
|
2024 |
|
|
|
Note |
|
Euros in thousands (except per share amounts) |
||
|
|
|
|
|
|
|
|
|
Revenues |
|
12 |
|
33,943 |
|
29,961 |
|
Cost of revenues |
|
15a |
|
(31,661) |
|
(27,193) |
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
|
2,282 |
|
2,768 |
|
General and administrative expenses |
|
15b |
|
(3,417) |
|
(3,783) |
|
|
|
|
|
|
|
|
|
Operating profit (loss) |
|
|
|
(1,135) |
|
(1,015) |
|
|
|
|
|
|
|
|
|
Finance cost |
|
15c |
|
(2,858) |
|
(2,573) |
|
|
|
|
|
|
|
|
|
Loss before taxes on income |
|
|
|
(3,993) |
|
(3,588) |
|
Taxes on income (tax benefit) |
|
14 |
|
466 |
|
)83) |
|
|
|
|
|
|
|
|
|
Net income (loss) and total comprehensive income (loss) |
|
|
|
(4,459) |
|
(3,505) |
|
|
|
|
|
|
|
|
|
Net earnings (loss) per share attributable to equity holders of the Company: |
|
|
|
|
|
|
|
Basic and diluted net earnings (loss) per share |
|
16 |
|
(0.01) |
|
(0.01) |
The accompanying notes are an integral part of the consolidated financial statements.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
Share capital |
|
Additional paid-in capital |
|
Aaccumulated deficit |
|
Warrants |
|
Capital reserve |
|
Capital reserve from transactions with non-controlling interests |
|
|
Total equity |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
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 |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
Net loss and total comprehensive loss |
|
- |
|
- |
|
(4,459) |
|
- |
|
- |
|
- |
|
|
(4,459) |
||
|
Issue of shares (Note 11) |
|
227 |
|
3,339 |
|
- |
|
- |
|
- |
|
- |
|
|
3,566 |
||
|
Issue of warrants (Note 11) |
|
|
|
(37) |
|
- |
|
37 |
|
|
|
- |
|
|
- |
||
|
Balance as of 31 December 2025 |
|
405 |
|
44,145 |
|
(31,226) |
|
37 |
|
2,532 |
|
(9,315) |
|
|
6,578 |
||
The accompanying notes are an integral part of the consolidated financial statements.
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|
|
Year ended 31 December |
||
|
|
|
2025 |
|
2024 |
|
|
|
Euros in thousands |
||
|
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
(4,459) |
|
(3,505) |
|
|
|
|
|
|
|
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: |
|
|
|
|
|
|
|
|
|
|
|
Adjustments to the profit or loss items: |
|
|
|
|
|
|
|
|
|
|
|
Depreciation |
|
3,450 |
|
3,567 |
|
Share based compensation |
|
- |
|
26 |
|
Accrued interest on long-term loans and non-current liabilities |
|
2,226 |
|
2,069 |
|
Change in employee benefit liabilities, net |
|
34 |
|
(20) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Changes in asset and liability items: |
|
|
|
|
|
|
|
|
|
|
|
Decrease in accounts receivable |
|
164 |
|
1,058 |
|
Decrease (increase) in inventories |
|
(267) |
|
83 |
|
Decrease (increase) in other accounts receivable |
|
(433) |
|
686 |
|
Increase (decrease) in trade payables |
|
463 |
|
(1,175) |
|
Increase (decrease) in advances from customers |
|
(652) |
|
1,038 |
|
Decrease in other accounts payable |
|
(264) |
|
(750) |
|
|
|
|
|
|
|
|
|
4,721 |
|
6,582 |
|
Cash paid during the year for: |
|
|
|
|
|
|
|
|
|
|
|
Income taxes |
|
(387) |
|
(56) |
|
Interest |
|
(1,785) |
|
(1,864) |
|
|
|
|
|
|
|
|
|
(2,172) |
|
(1,920) |
|
|
|
|
|
|
|
Net cash provided by (used in) operating activities |
|
(1,910) |
|
1,157 |
The accompanying notes are an integral part of the consolidated financial statements.
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|
|
Year ended 31 December |
||
|
|
|
2025 |
|
2024 |
|
|
|
Euros in thousands |
||
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
|
|
|
Withdrawal (Investment in) bank deposits |
|
876 |
|
(880) |
|
Purchase of property and equipment |
|
(243) |
|
(378) |
|
|
|
|
|
|
|
Net cash provided by (used in) investing activities |
|
633 |
|
(1,258) |
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
|
|
|
Receipt of short-term loans, net |
|
839 |
|
1,179 |
|
Issue of shares (offering net proceeds) and warrants |
|
2,376 |
|
- |
|
Receipt (repayment)of long-term loan from Shareholder |
|
(2) |
|
1,982 |
|
Repayment of long-term loans |
|
(2,126) |
|
(2,993) |
|
|
|
|
|
|
|
Net cash provided by financing activities |
|
1,087 |
|
168 |
|
|
|
|
|
|
|
Increase (decrease) in cash and cash equivalents |
|
(190) |
|
67 |
|
Cash and cash equivalents at beginning of year |
|
276 |
|
209 |
|
|
|
|
|
|
|
Cash and cash equivalents at end of year |
|
86 |
|
276 |
|
|
|
|
|
|
|
Supplemental disclosure of non-cash activities: |
|
|
|
|
|
|
|
|
|
|
|
Conversion of shareholder loan to Equity |
|
1,190 |
|
- |
|
|
|
|
|
|
The accompanying notes are an integral part of the consolidated financial information.
NOTE 1:- GENERAL
a. Dekel Agri-Vision PLC ("the Company") is a public limited company incorporated in Cyprus on 24 October 2007. The Company's Ordinary shares are admitted for trading on the AIM, a market operated by the London Stock Exchange. The Company is engaged through its subsidiaries in developing and cultivating palm oil plantations in Cote d'Ivoire for the purpose of producing and marketing Crude Palm Oil ("CPO"), as well as operating a Raw Cashew Nut ("RCN") processing plant, which is currently ramping up its production. The Company's registered office is in Limassol, Cyprus.
b. CS DekelOil Siva Ltd. ("DekelOil Siva"), a company incorporated in Cyprus, is a wholly owned subsidiary of the Company. DekelOil CI SA, a subsidiary in Cote d'Ivoire currently held 99.85% by DekelOil Siva, is engaged in developing and cultivating palm oil plantations for the purpose of producing and marketing CPO. DekelOil CI SA was 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:
The Group's underlying operations continued to demonstrate resilience during 2025, with the Palm Oil Operation generating a positive operating profit of €1.8 million (€2.9 million in 2024), supported by favourable Crude Palm Oil ("CPO") and Palm Kernel Oil ("PKO") prices. While profitability was impacted by a cyclical reduction in Fresh Fruit Bunch ("FFB") yields and production volumes, post year end the Palm Oil Operation returned to normal seasonal production levels.
The Cashew Operation continued to make significant operational progress during the year. Operating losses reduced to €1.9 million from €3.0 million in 2024, reflecting the benefits of investments in new equipment, increased processing capacity and improvements in product quality. The Board believes these improvements provide a stronger platform for the operation's continued development.
The Group generated a net cash outflow from operating activities of €1.9 million during 2025 compared to a net cash inflow of €1.2 million in 2024. This movement was primarily attributable to the unprecedentedly low H2 2025 FFB volumes in the Palm Oil Operations and cashflow timing issues including a lower amount of pre-sold CPO before the 2025 year end. The Directors note that the principal challenge facing the Group continues to be its high level of overall debt rather than the performance of its underlying operations.
During the year, the Group continued to strengthen its financial position. Total debt reduced to €36.2 million as at 31 December 2025 from €39.2 million at 31 December 2024, while total loans (including current maturities) decreased to €24.1 million from €26.3 million. The Group's working capital deficiency also improved to €8.1 million from €10.0 million in the prior year. Although leverage remains elevated, the continued reduction in debt levels reflects the Group's ongoing efforts to improve its financial position.
A key focus during the year was the restructuring and extension of the Group's debt facilities. During 2025, the Group successfully restructured three significant long-term debt facilities in addition to the previously restructured NSIA debt. The EBID loan was extended by six years with an 18-month grace period on principal repayments commencing 30 June 2025, while the AgDevCo loan was extended by seven years with a two-year grace period on principal repayments commencing 30 June 2025, both at existing interest rates.
In December 2025, agreement was reached to refinance the Hudson bond through a new bond programme with a six-year maturity, a two-year grace period on principal repayments and an interest rate of 9.5%. Subsequent to the reporting date, the first tranche of the programme was formally completed, refinancing €10.9 million of 84.4% of the existing Hudson bond. This refinancing has materially extended the Group's debt maturity profile, reduced near-term refinancing risk and improved financial flexibility.
The Group also strengthened its equity base during the year. On 27 June 2025, the Company completed an AIM placing, raising net proceeds of approximately €2.4 million (£2.05 million). In addition, a director converted €1.2 million of debt into equity as part of the fundraising, further supporting the Group's balance sheet. Further details are provided in Note 11a.
.
The Directors have prepared detailed cash flow forecasts covering the period through to 31 December 2027. These forecasts incorporate the expected continued performance of the Palm Oil Operation, ongoing improvements at the Cashew Operation and the benefits arising from the debt restructuring and refinancing activities completed during and subsequent to the year. Although the forecasts indicate that the Group is expected to maintain positive cash balances throughout the forecast period and to meet its obligations as they fall due, the forecasted results are dependent on, among others, environmental and market factors over which the Company has no control. Accordingly, there is uncertainty as to whether the Company will achieve the forecasted operating results.
Notwithstanding the significant progress made in reducing leverage, extending debt maturities and strengthening liquidity, the Group continues to operate with a relatively high level of indebtedness. The Board continues to evaluate a range of corporate finance initiatives aimed at further enhancing the Group's financial position and maximising shareholder value. However, there is no certainty that such additional financing will be available when required by the Company, and the current resources of the Company may not be adequate to cover any deficiency in forecasted operating results.
The factors discussed above raise substantial doubt about the Company's ability to continue as a going concern. The consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that might result from the outcome of this uncertainty.
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.
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.
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 2025 and 2024, 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 ceases when substantially all the activities to prepare the qualifying asset for its intended use or sale are complete. The amount of borrowing costs capitalized in a reporting period includes specific borrowing costs and general borrowing costs based on a weighted capitalization rate.
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.
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.
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 an impairment of non-financial assets whenever events or changes in circumstances indicate that the carrying amount is not recoverable.
If the carrying amount of non-financial assets exceeds their recoverable amount, the assets are reduced to their recoverable amount. The recoverable amount is the higher of fair value less costs of sale and value in use. In measuring value in use, the expected future cash flows are discounted using a pre-tax discount rate that reflects the risks specific to the asset. The recoverable amount of an asset that does not generate independent cash flows is determined for the cash-generating unit to which the asset belongs. Impairment losses are recognized in profit or loss.
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.
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 of cost and net realizable value. The cost of inventories comprises costs of purchase and costs incurred in bringing the inventories to their present location and condition. Net realizable value is the estimated selling price in the ordinary course of business less estimated costs of completion and estimated costs necessary to make the sale. The Company periodically evaluates the condition and age of inventories and makes provisions for slow moving inventories accordingly.
Cost of finished goods inventories is determined on the basis of average costs including materials, labor and other direct and indirect manufacturing costs based on normal capacity.
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 asset's or the liability's principal market, or in the absence of a principal market, in the most advantageous market.
The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.
Fair value measurement of a non-financial asset takes into account a market participant's ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.
The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs.
NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.):
All assets and liabilities measured at fair value or for which fair value is disclosed are categorized into levels within the fair value hierarchy based on the lowest level input that is significant to the entire fair value measurement:
|
Level 1 |
- |
quoted prices (unadjusted) in active markets for identical assets or liabilities. |
|
|
|
|
|
Level 2 |
- |
inputs other than quoted prices included within Level 1 that are observable either directly or indirectly. |
|
|
|
|
|
Level 3 |
- |
inputs that are not based on observable market data (valuation techniques which use inputs that are not based on observable market data). |
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 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.
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.
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, subject to disclosure.
The Company is evaluating the effects of IFRS 18, including the effects of the consequential amendments to other accounting standards, on its consolidated financial statements.
NOTE 4:- INVENTORY
|
|
|
31 December |
||
|
|
|
2025 |
|
2024 |
|
|
|
Euros in thousands |
||
|
|
|
|
|
|
|
Raw cashew nuts |
|
563 |
|
235 |
|
Spare parts, tools and materials |
|
1,041 |
|
1,427 |
|
Kernel cashew nuts |
|
599 |
|
211 |
|
Kernel cashew nut in process |
|
307 |
|
290 |
|
Palm oil mill final products |
|
341 |
|
386 |
|
Plants |
|
370 |
|
405 |
|
|
|
|
|
|
|
|
|
3,221 |
|
2,954 |
NOTE 5:- OTHER ACCOUNTS RECEIVABLE
|
|
|
31 December |
||
|
|
|
2025 |
|
2024 |
|
|
|
Euros in thousands |
||
|
|
|
|
|
|
|
Advance payment to suppliers and prepaid expenses |
|
795 |
|
134 |
|
Loans to employees |
|
8 |
|
108 |
|
Government authorities (VAT) |
|
32 |
|
77 |
|
Other receivables |
|
1 |
|
68 |
|
|
|
|
|
|
|
|
|
820 |
|
387 |
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 2025, the balance of the loan is €788 thousand (2024 - €731 thousand).
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. . In July 2025 an amount of €1,190 was converted by shareholder as part of a fund raising done by the Company (see also Note 11)
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, 2024 |
|
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 |
|
Additions during the year |
|
25 |
|
- |
|
- |
|
- |
|
7 |
|
- |
|
211 |
|
243 |
|
Disposals during the year |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of 31 December, 2025 |
|
462 |
|
861 |
|
2,356 |
|
648 |
|
26,769 |
|
9,018 |
|
17,687 |
|
57,801 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated depreciation: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of 1 January 2024 |
|
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 |
|
Depreciation |
|
21 |
|
51 |
|
247 |
|
15 |
|
801 |
|
273 |
|
2,042 |
|
3,450 |
|
Disposals during the year |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of 31 December 2025 |
|
361 |
|
439 |
|
1,712 |
|
463 |
|
8,641 |
|
3,022 |
|
6,475 |
|
21,113 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciated cost at 31 December 2024 |
|
97 |
|
473 |
|
891 |
|
200 |
|
18,992 |
|
6,269 |
|
13,043 |
|
39,895 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciated cost at 31 December 2025 |
|
101 |
|
422 |
|
644 |
|
185 |
|
18,128 |
|
5,996 |
|
11,212 |
|
36,688 |
Substantially all property and equipment are located in Coite d'Ivoire.
NOTE 8:- OTHER ACCOUNTS PAYABLE
|
|
|
31 December |
||
|
|
|
2025 |
|
2024 |
|
|
|
Euros in thousands |
||
|
|
|
|
|
|
|
Employees and payroll accruals |
|
141 |
|
467 |
|
VAT payable |
|
199 |
|
240 |
|
Other accounts payable and accrued expenses |
|
1,709 |
|
1,994 |
|
|
|
|
|
|
|
|
|
2,049 |
|
2,701 |
NOTE 9:- RIGHT-OF-USE ASSETS AND LEASE LIABILITIES
On 24 June 2008, DekelOil CI SA signed a lease agreement for 42 hectares near the village of Ayenouan, Cote d'Ivoire. The agreement is with the village of Adao and the people occupying the land in Ayenouan. The lease is for 90 years and the payment for the lease is FCFA 3,000,000 (app. €4,573) per annum.
A subsidiary signed a lease agreement with the government authorities for 6 hectares near the village of Tiabissuo, Cote d'Ivoire. The agreement is for a lease of 99 years with an annual lease payment of 6 million FCFA (app. €9,146)
The right-of-use assets in respect of the above leases are included in Property and Equipment (Note 7). The balance of the lease liabilities at 31 December 2025 amounted to €128 (2024 - €128).
NOTE 10:- LOANS
a. Long-term loans:
|
|
|
|
|
Interest |
|
|
||
|
|
|
|
|
31 December |
|
31 December |
||
|
|
|
Currency |
|
2025 |
|
2025 |
|
2024 |
|
|
|
|
|
|
|
Euros in thousands |
||
|
|
|
|
|
|
|
|
|
|
|
SOGEBOURSE (c.1) |
|
In FCFA |
|
8.4% |
|
- |
|
310 |
|
AgDevCo (c.2) |
|
In Euro |
|
9% |
|
3,600 |
|
3,600 |
|
EBID (c.3) |
|
In FCFA |
|
8.5% |
|
4,350 |
|
4,350 |
|
NSIA (c.4) |
|
In FCFA |
|
7.75% |
|
2,652 |
|
2,652 |
|
BGFI (c.5) |
|
In FCFA |
|
7.5% |
|
565 |
|
884 |
|
HUDSON (c.6) |
|
In FCFA |
|
9.5% |
|
12,891 |
|
14,389 |
|
Poalim (c.7) |
|
In NIS |
|
6.7% |
|
30 |
|
43 |
|
Mizrachi (c.7) |
|
In NIS |
|
6.7% |
|
13 |
|
33 |
|
|
|
|
|
|
|
|
|
|
|
Total loans |
|
|
|
|
|
24,101 |
|
26,261 |
|
|
|
|
|
|
|
|
|
|
|
Less - current maturities |
|
|
|
|
|
(2,278) |
|
(4,754) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
21,823 |
|
21,507 |
NOTE 10:- LOANS (Cont.)
b. Short-term loans and current maturities:
|
|
|
31 December |
||
|
|
|
2025 |
|
2024 |
|
|
|
Euros in thousands |
||
|
|
|
|
|
|
|
Bank credit line (c.8) |
|
6,256 |
|
4,964 |
|
Current maturities - per a. above |
|
2,278 |
|
4,754 |
|
|
|
|
|
|
|
|
|
8,534 |
|
9,718 |
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.
During 2025 this loan was repaid in full.
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 instalment will be repayable over 6 months from September 2025. The remaining principal instalments will continue as per the loan agreement. Interest will increase from 7% to 9% per annum of the outstanding balance from August 2024.
In June 2025 it was agreed with AgDevCo to reschedule its loan 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 reschedule was conditional upon completing an equity fund raising on AIM of at least €2 million. This condition was met see Note 11 below.
3. 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. 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.
4. In 2018 Capro CI SA signed a loan agreement with NSIA bank, Togo ("NSIA Togo") according to which NSIA Togo agreed to grant Capro CI SA a facility of FCFA 1,500 million (€2,278 thousand).
NSIA Togo loan shall bear interest at a rate of 7.25%% per annum. The loan has a tenure of seven years and shall be repaid in 20 quarterly installments over five years, commencing after a grace period on principal payments of two years from the first withdrawal made on 20 February 2020. As a security for this loan there is a lien over the equipment of Capro CI SA and an amount of €49 thousand has been deposited in a bank by Capro CI SA (non-current bank deposits).
On 30 March 2020 Capro CI SA signed a loan agreement with NSIA bank Cote d'Ivoire ("NSIA") according to which NSIA agreed to grant Capro CI SA a facility of FCFA 500 million (€762 thousand).
NSIA loan shall bear interest at a rate of 7.25% per annum. The loan is for two years with one year grace period on principal payments. The loan was fully repaid in 2022.
In August 2022 Capro CI SA signed a new loan agreement with NSIA for the same amount. The loan will bear interest at a rate of 7.75%. The loan is for two years with one year grace period on principal payments. According to the loan agreement as a security for this loan an amount of €49 thousand has been deposited in a bank by Capro CI SA (non-current bank deposits).
During 2024, the Company agreed with NSIA to combine and reschedule the two above mentioned loans and accumulated interest to a new repayment schedule, with
the same interest rate of 7.75%, with first interest payment starting June 2025, and 16 quarterly principal repayments starting 30 June 2026.
5. 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).
6. 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%.
In December 2025 it was agreed with the existing bondholders that the Hudson bond will be restructured by converting it into a new bond in the same principal amount. The new bond will have a six-year term with two years' grace and an interest rate of 9.5%. Subsequent to year end, the first tranche of the new bond program was formally completed and an amount of €10.9 million replaced 84.4% of the existing Hudson bond. The remaining bond balance of €2.0 million continues as per the original bond terms. The change in the terms of the bond are considered a substantial modification under IFRS 9, and accordingly, the old bond is derecognized and a new bond is recognized. As management of the Company considers the terms (primarily the interest rate) of the new bond to represent market terms, the modification had no effect on the carrying amount of the bonds as of 31 December 2025.
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 2025, the current deposit amounts to €808 thousand (2024 - €1,549 thousand) and the non-current deposit amounts to €553 thousand (2024 - €781 thousand), respectively.
7. 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.
8. The Company has a line of credit of €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 |
||||
|
|
|
2025 |
|
2024 |
|
2025 |
|
2024 |
|
|
|
Number of shares |
||||||
|
|
|
|
|
|
|
|
|
|
|
Ordinary shares of €0.0003367 par value each |
|
2,000,000,000 |
|
1,000,000,000 |
|
1,202,945,494 |
|
560,074,153 |
Each Ordinary share confers upon its holder voting rights, the right to receive cash and share dividends, and the right to share in excess assets upon liquidation of the Company.
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
On 27 June 2025 the Company completed a placing on the AIM, by issuing 454,200,252 Ordinary shares at a price of £0.0055 per share for total consideration of c. €2,567 thousand (£2,224 thousand), net proceeds of approximately €2,366 thousand (£2,050 thousand).
In addition, as part of the fund raising a Director of the Company converted €1,190 thousands of debt of the Company into 187,931,098 Ordinary shares at the fund-raising price.
On admission, the Company granted a total of 11,022,727 warrants to some service providers of the Company as part of their compensation for the services provided in the fund-raising process. Each warrant is exercisable to one Ordinary share at an exercise price of £0.0055. The warrants will expire 3 years after date of grant.
The fair value of the Warrants granted calculated based on Black-Scholes option pricing model was approximately €37 thousand.
The following table lists the inputs used in the measurement of the fair value of the warrants, in accordance with the Black and Scholes pricing model:
|
|
|
Warrants for 3 years |
|
|
|
|
|
Risk-free interest rate (%) |
|
3.83% |
|
Dividend yield (%) |
|
0% |
|
Expected volatility (%) |
|
76.68% |
|
Expected term (in years) |
|
3 |
The fair value of the warrants was recorded as part of the fund-raising costs and deducted from share premium in equity.
b. Share option plan:
As of 31 December 2025 and 2024 there are 29,655,647 options that are exercisable at a weighted average exercise price of €0.035.
c. Capital reserve:
The capital reserve comprises the contribution to equity of the Company by the controlling shareholders.
NOTE 12:- REVENUES
Major customers of the crude palm oil segment:
|
|
|
Year ended 31 December |
||
|
|
|
2025 |
|
2024 |
|
|
|
Euros in thousands |
||
|
Revenues from major customers which each account for 10% or more of total revenues reported in the financial statements: |
|
|
|
|
|
Customer A |
|
17,256 |
|
17,107 |
|
Customer B |
|
5,056 |
|
- |
|
Customer C |
|
3,966 |
|
3,676 |
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 €24,101 thousands and €26,261 thousands (including current maturities) as of 31 December 2025 and 2024, 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. €55 thousand of CS DekelOil Siva Ltd. are approximately €30 thousand, and of Pearlside are approximately €20 thousand.
The subsidiary, DekelOil CI SA, was incorporated in Cote d'Ivoire and is taxed according to Cote d'Ivoire tax laws. Based on its investment plan, DekelOil CI SA received a full tax exemption from local income tax, "Tax on Industrial and Commercial profits," for the thirteen years starting 1 January 2014, 50% tax exemption for the fourteenth year and 25% tax exemption for the fifteenth year.
The tax exemptions were conditional upon meeting the terms of the investment plan, which the Group has met.
NOTE 14:- INCOME TAXES (Cont.)
The subsidiary, Capro CI SA, was incorporated in Cote d'Ivoire and is taxed according to Cote d'Ivoire tax laws. Based on its investment plan, Capro CI SA received a full tax exemption from local income tax, "Tax on Industrial and Commercial profits," for the thirteen years starting from commencement of production, 50% tax exemption for the fourteenth year and 25% tax exemption for the fifteenth year.
The tax exemptions were conditional upon meeting the terms of the investment plan, which the Group has met.
The subsidiary DekelOil Consulting Ltd. was incorporated in Israel and is taxed according to Israeli tax laws.
b. Tax assessments:
The Company's subsidiaries, DekelOil CI SA received a final tax assessment through 2023.
As of 31 December 2025, 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 2017 is deemed to be final.
c. The tax expense during the year ended 31 December, 2025, relates to tax of the Company's subsidiaries DekelOil CI SA, Capro CI SA and DekelOil Consulting Ltd.
NOTE 15:- SUPPLEMENTARY INFORMATION TO THE STATEMENT OF COMPREHENSIVE INCOME
|
|
|
|
Year ended 31 December |
||
|
|
|
|
2025 |
|
2024 |
|
|
|
|
Euros in thousands |
||
|
a. |
Cost of revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of fruit |
|
22,152 |
|
17,896 |
|
|
Maintenance and other operating costs |
|
2,595 |
|
3,082 |
|
|
Salaries and related benefits |
|
2,536 |
|
2,138 |
|
|
Depreciation |
|
3,393 |
|
3,174 |
|
|
Cultivation and nursery costs |
|
790 |
|
745 |
|
|
Vehicles |
|
195 |
|
158 |
|
|
|
|
|
|
|
|
|
|
|
31,661 |
|
27,193 |
NOTE 15:- SUPPLEMENTARY INFORMATION TO THE STATEMENT OF COMPREHENSIVE INCOME (Cont.)
|
|
|
|
Year ended 31 December |
||
|
|
|
|
2025 |
|
2024 |
|
|
|
|
Euros in thousands |
||
|
b. |
General and administrative expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Salaries and related benefits |
|
2,038 |
|
1,972 |
|
|
Subcontractors |
|
75 |
|
153 |
|
|
Legal, accounting, and professional fees |
|
373 |
|
450 |
|
|
Depreciation |
|
57 |
|
394 |
|
|
Office expenses |
|
166 |
|
138 |
|
|
Travel expenses |
|
193 |
|
153 |
|
|
Vehicle maintenance |
|
109 |
|
106 |
|
|
Insurance |
|
137 |
|
154 |
|
|
Brokerage and nominated advisor fees |
|
71 |
|
53 |
|
|
Other |
|
198 |
|
210 |
|
|
|
|
|
|
|
|
|
|
|
3,417 |
|
3,783 |
|
c. |
Finance cost: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest on loans |
|
2,341 |
|
1,990 |
|
|
Bank fees |
|
543 |
|
583 |
|
|
Exchange rate differences |
|
(26) |
|
- |
|
|
|
|
|
|
|
|
|
|
|
2,858 |
|
2,573 |
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 |
||
|
|
|
2025 |
|
2024 |
|
|
|
|
||
|
Net income (loss) attributable to equity holders of the Company (Euros in thousands) |
|
(4,459) |
|
(3,505) |
|
|
|
|
|
|
|
Weighted average number of Ordinary shares used for computation of: |
|
|
|
|
|
Basic earnings (loss) per share |
|
845,670,968 |
|
559,945,660 |
|
Diluted earnings (loss) per share |
|
845,670,968 |
|
559,945,660 |
In 2025 and 2024, share options are excluded from the calculation of diluted loss per share as their effect is antidilutive.
NOTE 17:- BALANCES AND TRANSACTIONS WITH RELATED PARTIES
a. Balances:
|
|
|
31 December |
||
|
|
|
2025 |
|
2024 |
|
|
|
Euros in thousands |
||
|
Current: |
|
|
|
|
|
Other accounts payable |
|
159 |
|
400 |
|
|
|
|
|
|
|
Non-current: |
|
|
|
|
|
Loans from shareholders (see Note 6 and Note 20(3))) |
|
- |
|
1,112 |
|
Transactions:
Interest on loans from shareholders |
|
91 |
|
46 |
b. Compensation of key management personnel of the Company:
|
|
|
Year ended 31 December |
||
|
|
|
2025 |
|
2024 |
|
|
|
Euros in thousands |
||
|
|
|
|
|
|
|
Short-term employee benefits |
|
899 |
|
822 |
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 2025 and 2024 was approximately €251 thousand and €227 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 2025 and 2024 was approximately €241 thousand and €209 thousand, respectively.
NOTE 18:- FINANCIAL INSTRUMENTS
a. Classification of financial liabilities:
The financial liabilities in the statement of financial position are classified by groups of financial instruments pursuant to IFRS 9:
|
|
|
31 December |
||
|
|
|
2025 |
|
2024 |
|
|
|
Euros in thousands |
||
|
Financial liabilities measured at amortized cost: |
|
|
|
|
|
Trade and other payables |
|
4,133 |
|
4,321 |
|
Short-term loans |
|
6,256 |
|
4,964 |
|
Long-term lease liabilities |
|
128 |
|
128 |
|
Loans from shareholders |
|
788 |
|
1,889 |
|
Long-term loans (including current maturities) |
|
24,101 |
|
26,261 |
|
|
|
|
|
|
|
Total |
|
35,406 |
|
37,563 |
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 2025
|
|
|
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) |
|
3,753 |
|
4,270 |
|
7,482 |
|
7,008 |
|
5,332 |
|
3,575 |
|
31,420 |
|
Short-term loan |
|
6,256 |
|
- |
|
- |
|
- |
|
- |
|
- |
|
6,256 |
|
Trade payables and other accounts payable |
|
4,133 |
|
- |
|
- |
|
- |
|
- |
|
- |
|
4,133 |
|
Long-term lease liabilities |
|
15 |
|
15 |
|
15 |
|
15 |
|
15 |
|
1,314 |
|
1,389 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,157 |
|
4,285 |
|
7,497 |
|
7,023 |
|
5,347 |
|
4,889 |
|
43,198 |
NOTE 18:- FINANCIAL INSTRUMENTS (Cont.)
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 |
Movement in financial liabilities:
|
|
|
Short term loans |
|
Long term loans (1) |
|
Lease liabilities |
|
Loans from shareholders (2) |
|
Total |
|
|
|
Euros in thousands |
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of 1 January 2024 |
|
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 (2) |
|
|
|
|
|
|
|
98 |
|
98 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of 31 December 2024 |
|
4,964 |
|
26,261 |
|
128 |
|
1,889 |
|
33,242 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Receipt of short-term loan |
|
1,292 |
|
|
|
|
|
|
|
1,292 |
|
Receipt of long-term loan |
|
|
|
|
|
|
|
89 |
|
89 |
|
Repayment of loans |
|
- |
|
(2,160) |
|
|
|
|
|
(2,160) |
|
Conversion to Equity (2) |
|
|
|
|
|
|
|
(1,190) |
|
(1,190) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of 31 December 2025 |
|
6,256 |
|
24,101 |
|
128 |
|
788 |
|
31,273 |
(1) Including current maturities and accrued interest.
(2) See Note 6.
NOTE 19:- OPERATING SEGMENTS
a. General:
The operating segments are identified based on information that is reviewed by the Company's management to make decisions about resources to be allocated and assess its performance. Accordingly, for management purposes, the Group is organized into two operating segments based on the two business units the Group has. The two business units are incorporated under two separate subsidiaries of the Company, the CPO production unit is incorporated under CS DekelOil Siva Ltd. and its subsidiary and the RCN processing plant in the initial production phase is incorporated under Pearlside Holdings Ltd. and its subsidiary (see Note 1).
Segment performance (segment income (loss)) and the segment assets and liabilities are derived from the financial statements of each separate group of entities as described above. Unallocated items are mainly the Group's headquarter costs.
b. Reporting operating segments:
|
|
|
Crude palm oil |
|
Raw cashew nut |
|
Unallocated |
|
Total |
|
|
|
Euros in thousands |
||||||
|
Year ended 31 December 2025: |
|
|
|
|
|
|
|
|
|
Revenues-external customers |
|
29,984 |
|
3,959 |
|
- |
|
33,943 |
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues |
|
26,435 |
|
5,226 |
|
- |
|
31,661 |
|
|
|
|
|
|
|
|
|
|
|
Segment operating profit (loss) |
|
1,823 |
|
(1,947) |
|
(1,011) |
|
(1,135) |
|
|
|
|
|
|
|
|
|
|
|
Finance cost |
|
(1,890) |
|
(957) |
|
(11) |
|
(2,858) |
|
|
|
|
|
|
|
|
|
|
|
Loss before taxes on income |
|
(67) |
|
(2,904) |
|
(1,022) |
|
(3,993) |
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
1,311 |
|
2,109 |
|
30 |
|
3,450 |
|
|
|
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 |
NOTE 19:- OPERATING SEGMENTS (Cont.)
|
|
|
Crude palm oil |
|
Raw cashew nut |
|
Unallocated |
|
Total |
|
|
|
Euros in thousands |
||||||
|
As of 31 December 2025: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment assets |
|
30,495 |
|
12,277 |
|
183 |
|
42,955 |
|
|
|
|
|
|
|
|
|
|
|
Segment liabilities |
|
25,853 |
|
9,960 |
|
564 |
|
36,377 |
|
|
|
|
|
|
|
|
|
|
|
As of 31 December 2024: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment assets |
|
33,063 |
|
13,430 |
|
130 |
|
46,623 |
|
|
|
|
|
|
|
|
|
|
|
Segment liabilities |
|
28,465 |
|
10,154 |
|
533 |
|
39,152 |
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