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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