2024 Final Results and Financing Update

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

30 June 2025

Dekel Agri-Vision Plc ('Dekel' or the 'Company')

2024 Final Results and Financing Update

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 2024 (the 'Accounts'). The Accounts will be made available to download later today from the Company's website at www.dekelagrivision.com or mailed to individual shareholders who have elected to receive a physical copy.

Financial Summary

As shown in the table below, Group EBITDA for FY2024 remained stable at €2.6 million, in line with FY2023. This consistent performance reflects the initial impact the operational turnaround in the Cashew Operation during H2 2024, which offset a softer performance, albeit profitable performance in the Palm Oil Operation. Key highlights are outlined below:

· Palm Oil Operation Financial Performance: The Palm Oil Operation generated a positive EBITDA of €3.9 million in FY2024, representing a year-on-year decline of 18.7%. This decrease was primarily driven by lower volumes and prices of Crude Palm Oil (CPO), which adversely affected revenue. Despite this, both gross margin percentage and overheads remained stable, supporting a resilient EBITDA outcome. Looking ahead to FY2025, we anticipate a stronger performance, underpinned by a significant rebound in CPO prices observed so far this year.

· Cashew Operation Financial Performance: The Cashew Operation reported an EBITDA loss of €1.3 million, marking a substantial improvement of 40.9% compared to FY2023. This turnaround was largely attributable to the successful integration of new equipment in Q4 2024, which enhanced production volumes and operational efficiencies, alongside improved cashew prices. We expect continued progress in FY2025 and remain on track to deliver the Cashew Operation's first positive EBITDA result.

The summary of the Group Financial Performance for FY2024 is laid out further below.

Operational Highlights - Palm Oil Operation

· Fresh Fruit Bunch ('FFB') volumes and Crude Palm Oil ('CPO') production declined 17.0% and 16.8% respectively compared to FY2023.

· CPO sales volumes decreased 16.5% in FY2024 compared to last year, in line with lower production.

· The average CPO sales price in FY2024 was a historically strong €790 per tonne, albeit 9.1% below the average price achieved in 2023.

o  Notably, international CPO prices rose significantly towards the end of the year, driving up local prices. December 2024 sales achieved a near-record €1,014 per tonne.

· The CPO extraction rate for FY2024 was 21.5%, slightly above the 21.4% achieved in FY2023.

Operational Highlights - Cashew Operation Update

· Following a challenging period, the Cashew Operation made significant progress in the H2 FY2024. Raw Cashew Nut ('RCN') processing and cashew production increased 115.9% and 234.3% respectively in Q4 2024 compared to Q4 2023.

· Peeled Cashew prices increased by 61.5% in Q4 2024 compared to Q4 2023. This increase was driven by improved operational efficiencies, which enhanced the mix of final products for sale, and stronger market pricing.

· As a result of these improvements, the Cashew Operation commenced its transition to EBITDA positive results.

Financial Restructure Post Year End

· Conditional equity fundraising of approximately £2.33m and a conditional retail offer to existing shareholders to raise up to a further £0.3m.

· Intended conversion of a £1m loan held by Youval Rasin into equity at the fundraise price of 0.55p.

· Negotiated and agreed in principle revised terms of its lending facilities with each of NSIA Bank, BIDC and AgDevCo.

Lincoln Moore, Dekel's Executive Director, said: "Group EBITDA for FY2024 held steady at €2.6 million, reflecting strong progress in the Cashew Operation during H2, which offset a softer year in the Palm Oil Operation."

"The Palm Oil Operation delivered a solid €3.9 million EBITDA despite lower CPO volumes and prices, supported by stable margins and disciplined cost control. With CPO prices rebounding, we expect improved results in FY2025."

"The Cashew Operation demonstrated substantial improvement following the successful integration of new equipment in late FY2024. We are seeing continued momentum and remain on track to achieve our first positive EBITDA from this operation in FY2025."

"We are pleased by the strong support shown by both new and existing shareholders in the oversubscribed fundraise. The fundraise, alongside the conversion of Youval's loan and the restructuring of our debt facilities, marks a critical step in strengthening our balance sheet and aligning our financial structure with our long-term growth strategy. We remain focused on delivering value through our sustainable agri-business operations and are confident that these developments position us well to capitalise on the significant opportunities ahead."

** ENDS **

For further information please visit the Company's website www.dekelagrivision.com or contact:

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 currently transitioning to full commercial production. 

CHAIRMAN'S STATEMENT

I am pleased to report that Dekel delivered a stable performance in FY2024, with Group EBITDA holding steady at €2.6 million, consistent with the prior year. This result reflects a strong turnaround in the Cashew Operation during the second half of the year, which helped offset a softer performance in the Palm Oil Operation. Looking ahead, we are confident that both businesses are well positioned for meaningful growth in FY2025.

Palm Oil Operation

The Palm Oil Operation navigated a mixed operating environment in FY2024 but still delivered a solid EBITDA of €3.9m. Production volumes of Fresh Fruit Bunches (FFB) and Crude Palm Oil (CPO) declined by 17.0% and 16.8% respectively compared to 2023, which, combined with lower CPO prices, resulted in a reduction in revenue from €37.2 million to €28.2 million. CPO sales volumes declined by 16.5%, in line with the fall in production.

Despite these challenges, operational efficiency remained strong. The CPO extraction rate improved slightly to 21.5%, while the gross margin percentage rose to 18.1%, up from 17.5% in 2023, supported by stable overhead costs.

Importantly, while average CPO prices for the year declined by 9.1% to €790 per tonne, a sharp rebound was observed in the latter months. In December 2024, local CPO prices surged to a near-record €1,014 per tonne, reflecting strength in global markets as we entered the peak season. This positive pricing momentum, combined with our operational resilience, sets the Palm Oil Operation on a path for an expected enhanced EBITDA performance in FY2025.

Cashew Operation

FY2024 marked a turning point in the Cashew Operation. Following a challenging start to the year, we saw a significant improvement in H2 2025, driven by the successful commissioning of new equipment in Q4 2024. This resulted in a 115.9% increase in raw cashew nut (RCN) processing and a 234.3% increase in cashew production in Q4 2024 compared to Q4 2023.

Favourable market conditions also played a key role, with peeled cashew prices increasing by 61.5% in year-on-year in Q4. While the full-year EBITDA resulted in a loss of €1.3 million, this represents a significant improvement over the €2.2 million loss recorded in 2023. Encouragingly, this momentum has continued into early 2025, and we remain on track to deliver the Cashew Operation's first full-year positive EBITDA result in FY2025.

Other Projects

While we continue to explore expansion opportunities, including the processing of a third commodity in addition to clean energy initiatives, these projects remain on hold. Our immediate focus is on enhancing the performance of the Cashew Operation.

Group Financial Performance

A summary of the Group's financial performance for FY2024, along with comparatives for the previous five years, is presented in the table below.

Dekel reported FY 2024 EBITDA of €2.6m compared to €2.6m in FY 2023 EBITDA. The steady EBITDA performance was driven by:

· A €0.9m decrease in the Palm Oil Operation which was primarily due to lower volumes and prices of Crude Palm Oil (CPO), which impacted revenue. Despite this, both gross margin percentage and overheads remained stable, supporting a solid EBITDA outcome.

· A €0.9m decrease in the Cashew Operation EBITDA loss. This improvement was largely attributable to the successful integration of new equipment in Q4 2024 resulting in improved production volumes and efficiencies as well as improving cashew prices.

Dekel reported a FY 2024 Net Loss after Tax of €3.5m compared to a Net Loss after Tax of €4.5m. This decrease in loss of €1m was primarily driven by:

· A €0.6m decrease in depreciation following an assessment that the length of time of depreciation historically on some infrastructure and equipment was too short.

· A €0.3m decrease in interest expense.

Financial Restructure Post Year End

As previously announced on 26 June 2025, the Company reached agreement in principle with its key lenders-NSIA Bank, BIDC, and AgDevCo-on revised terms to restructure and rephase €26.4 million of existing debt, aligning repayments with projected cash flows. Discussions with Hudson regarding its bond facility remain constructive and ongoing.

Key revised terms include:

· NSIA Bank has agreed to restructure its facility into a six-year term loan, incorporating a two-year principal grace period, backdated by twelve months.

· AgDevCo has approved the restructure of its facility into a seven-year term loan with a 24-month grace period commencing in August 2025, interest rate to be set at 9% (or 9.75% if the Hudson bond is not restructured by the end of 2025) and a €600k payment towards the loan will be made upfront.

· BIDC has agreed, commencing on 30 June 2025, that the facility shall be restructured as a six-year term loan with an 18-month grace period with interest remaining at 8.5%, being the level previously agreed.

To support the debt restructuring and enhance the Group's liquidity position, the Company has conditionally secured £2.33m through an equity raise, alongside a £1m debt-to-equity conversion from the CEO, Youval Rasin. This capital injection is designed to complement the revised debt arrangements, providing a financial buffer during the transitional period. It will enable the Company to meet its obligations without disrupting the positive momentum in its operational recovery.

Outlook

Looking ahead, the Palm Oil Operation is expected to remain a reliable contributor to the Group's financial performance. However, the key catalyst for enhanced overall results lies in the ongoing turnaround of the Cashew Operation. Following the successful integration of new cashew processing equipment in late 2024, we are already seeing a meaningful uplift in production volumes and operational efficiencies in 2025.

Further momentum is expected with the imminent arrival of additional lines of the same equipment, representing a modest capital outlay. This expansion is set to deliver a step-change in production capacity, positioning the Cashew Operation to achieve its first full-year positive EBITDA performance in 2025.

Reaching this milestone would mark a significant step forward for Dekel, with both two EBITDA-generating operations and contributing to a more diversified and resilient earnings base. In addition, the recent debt restructure and equity raising provide the additional cash and time required to sensibly pay down of debts over the coming years.

I would like to extend my sincere gratitude to the Board, Management team, employees, and advisors for their dedication and support throughout the year.

Andrew Tillery

Non-Executive Chairman Date: 30 June 2025

The accompanying notes are an integral part of the consolidated financial statements.

The accompanying notes are an integral part of the consolidated financial statements.

The accompanying notes are an integral part of the consolidated financial statements.

The accompanying notes are an integral part of the consolidated financial statements.

The accompanying notes are an integral part of the consolidated financial statements.

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 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 prduction of its RCN processing plant in Cote d'Ivoire near the village of Tiabisu.

d. DekelOil Consulting Ltd. a company located in Israel and a wholly owned subsidiary of DekelOil Siva, is engaged in providing services to the Company and its subsidiaries.

e. Going concern:

In 2024 the Company continued to generate positive cash flow from operations of €1.2 million)€2.0 million in 2022). Palm Oil activity continued to be strong and continued to generate positive operating cash flow, while the RCN processing activity negative cash flow was reduced significantly together with the installation of the new equipment and the increase in capacity and quality of the production.

The improvement in production capacity and quality continued post reporting date.

The Group working capital deficiency as of 31 December 2024 increased to €10 million from €8.7 million as of 31 December 2023, which is mainly due to the increase in current maturities of long-term loans for which the principal repayment grace period has ended.

Subsequent to the reporting date, the Group rescheduled two long-term loans in addition to the rescheduled NSIA debt, see Note 10c(5). The EBID loan was restructured to an additional 6 years with 1.5 years grace on principal payments starting from 30 June 2025 at the same interest rate (see note 10c(4) and Note 20(1)). The Agdevco loan was restructured to an additional 7 years with 2 years grace on principal payments starting from 30 June 2025 at the same interest rate (see note 10c(2) and Note 20(2)).

In addition on 27 June 2025 the Company completed a placing on the AIM, a market operated by the London Stock Exchange ("the AIM"), by issuing 425,909,086 Ordinary shares at a price of £0.0055 per share for total consideration of €2.747 thousand (£2.343 thousand), net proceeds of approximately €2,605 thousand (£2,221 thousand). See also Note 20(3).

.

The Group has prepared detailed forecasted cash flows through the end of 2026, which tentatively indicates that the Group may continue to have positive cash flows from its operations.

Based on the above, the Company's management believes it will have sufficient funds necessary to continue its operations and to meet its obligations as they become due for at least a period of twelve months from the date of approval of the financial statements.

NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES

The following accounting policies have been applied consistently in the financial statements for all periods presented, unless otherwise stated.

a. Basis of presentation of the financial statements:

These financial statements have been prepared in accordance with International Financial Reporting Standards as adopted by the European Union ("IFRS").

The financial statements have been prepared on a cost basis.

The Company has elected to present profit or loss items using the function of expense method.

b. Consolidated financial statements:

The consolidated financial statements comprise the financial statements of companies that are controlled by the Company (subsidiaries). Control is achieved when the Company is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Potential voting rights are considered when assessing whether an entity has control. The consolidation of the financial statements commences on the date on which control is obtained and ends when such control ceases.

A change in the ownership interest of a subsidiary, without a change of control, is accounted for as a change in equity by adjusting the carrying amount of the non-controlling interests with a corresponding adjustment of the equity attributable to equity holders of the Company less / plus the consideration paid or received.

NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.)

d. 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.

e. Cash equivalents:

Cash equivalents are considered as highly liquid investments, including unrestricted short-term bank deposits with an original maturity of three months or less from the date of acquisition.

f. Financial instruments:

1. Financial assets:

Financial assets are measured upon initial recognition at fair value plus transaction costs that are directly attributable to the acquisition of the financial assets, except for financial assets measured at fair value through profit or loss in respect of which transaction costs are recorded in profit or loss.

The Company classifies and measures debt instruments in the financial statements based on the following criteria:

- The Company's business model for managing financial assets; and

- The contractual cash flow terms of the financial asset.

a) Debt instruments are measured at amortized cost when:

The Company's business model is to hold the financial assets in order to collect their contractual cash flows, and the contractual terms of the financial assets give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. After initial recognition, the instruments in this category are measured according to their terms at amortized cost using the effective interest rate method, less any provision for impairment.

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.

NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.)

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.

2. Impairment of financial assets:

The Company evaluates at the end of each reporting period the loss allowance for financial debt instruments which are not measured at fair value through profit or loss.

The Company has short-term financial assets such as trade receivables in respect of which the Company applies a simplified approach and measures the loss allowance in an amount equal to the lifetime expected credit losses. An impairment loss on debt instruments measured at amortized cost is recognized in profit or loss with a corresponding loss allowance that is offset from the carrying amount of the financial asset.

As of 31 December 2024 and 2023, there were no past-due trade receivables.

3. Financial liabilities:

Financial liabilities measured at amortized cost:

Financial liabilities are initially recognized at fair value less transaction costs that are directly attributable to the issue of the financial liability.

After initial recognition, the Company measures all financial liabilities at amortized cost using the effective interest rate method.

g. Borrowing costs:

The Group capitalizes borrowing costs that are attributable to the acquisition, construction, or production of qualifying assets which necessarily take a substantial period of time to get ready for their intended use or sale.

The capitalization of borrowing costs commences when expenditures for the asset are incurred, the activities to prepare the asset are in progress and borrowing costs are incurred and ceases when substantially all the activities to prepare the qualifying asset for its intended use or sale are complete. The amount of borrowing costs capitalized in a reporting period includes specific borrowing costs and general borrowing costs based on a weighted capitalization rate.

h. Leases:

The Company accounts for a contract as a lease when the contract terms convey the right to control the use of an identified asset for a period of time in exchange for consideration.

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:

The Group tests for impairment of the right-of-use asset whenever there are indications of impairment pursuant to the provisions of IAS 36.

i. Biological assets:

Biological assets of the Company are fresh fruit bunches (FFB) that grow on palm oil trees. The period of biological transformation of FFB from blossom to harvest and then conversion to inventory and sale is relatively short (about 2 months). Accordingly, any changes in fair value at each reporting date are generally immaterial.

j. Property and equipment:

Property and equipment are stated at cost, net of accumulated depreciation. Palm oil trees before maturity are measured at accumulated cost, and depreciation commences upon reaching maturity.

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:

The useful life, depreciation method and residual value of an asset are reviewed at least each year-end and any changes are accounted for prospectively as a change in accounting estimate. Depreciation of an asset ceases at the earlier of the date that the asset is classified as held for sale and the date that the asset is derecognized.

k. Impairment of non-financial assets:

The Company evaluates the need to record an impairment of non-financial assets whenever events or changes in circumstances indicate that the carrying amount is not recoverable.

If the carrying amount of non-financial assets exceeds their recoverable amount, the assets are reduced to their recoverable amount. The recoverable amount is the higher of fair value less costs of sale and value in use. In measuring value in use, the expected future cash flows are discounted using a pre-tax discount rate that reflects the risks specific to the asset. The recoverable amount of an asset that does not generate independent cash flows is determined for the cash-generating unit to which the asset belongs. Impairment losses are recognized in profit or loss.

l. Revenue recognition:

Revenue from contracts with customers is recognized when the control over the services is transferred to the customer. The transaction price is the amount of the consideration that is expected to be received based on the contract terms. 

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.

m. Inventories:

Inventories are measured at the lower of cost and net realizable value. The cost of inventories comprises costs of purchase and costs incurred in bringing the inventories to their present location and condition. Net realizable value is the estimated selling price in the ordinary course of business less estimated costs of completion and estimated costs necessary to make the sale. The Company periodically evaluates the condition and age of inventories and makes provisions for slow moving inventories accordingly.

Cost of finished goods inventories is determined on the basis of average costs including materials, labor and other direct and indirect manufacturing costs based on normal capacity.

n. 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:

o. 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.

p. 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.

q. 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.

r. Changes in accounting policies - initial application of new financial reporting and accounting standards and amendments to existing financial reporting and accounting standards:

Amendment to IAS 1, "Presentation of Financial Statements":

In January 2020, the IASB issued an amendment to IAS 1, "Presentation of Financial Statements" regarding the criteria for determining the classification of liabilities as current or non-current ("the Original Amendment"). In October 2022, the IASB issued a subsequent amendment ("the Subsequent Amendment").

According to the Subsequent Amendment:

· Only financial covenants with which an entity must comply on or before the reporting date will affect a liability's classification as current or non-current.

· In respect of a liability for which compliance with financial covenants is to be evaluated within twelve months from the reporting date, disclosure is required to enable users of the financial statements to assess the risks related to that liability. The Subsequent Amendment requires disclosure of the carrying amount of the liability, information about the financial covenants, and the facts and circumstances at the end of the reporting period that could result in the conclusion that the entity may have difficulty in complying with the financial covenants.

NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.)

According to the Original Amendment, the conversion option of a liability affects the classification of the entire liability as current or non-current unless the conversion component is an equity instrument.

The Original Amendment and Subsequent Amendment are both applied retrospectively for annual periods beginning on January 1, 2024.

The above Amendments did not have a material impact on the Company's consolidated financial statements.

NOTE 3:- DISCLOSURE OF NEW STANDARDS IN THE PERIOD PRIOR TO THEIR ADOPTION

IFRS 18, "Presentation and Disclosure in Financial Statements":

In April 2024, the International Accounting Standards Board ("the IASB") issued IFRS 18, "Presentation and Disclosure in Financial Statements" ("IFRS 18") which replaces IAS 1, "Presentation of Financial Statements".

IFRS 18 is aimed at improving comparability and transparency of communication in financial statements.

IFRS 18 retains certain existing requirements of IAS 1 and introduces new requirements on presentation within the statement of profit or loss, including specified totals and subtotals. It also requires disclosure of management-defined performance measures and includes new requirements for aggregation and disaggregation of financial information.

IFRS 18 does not modify the recognition and measurement provisions of items in the financial statements. However, since items within the statement of profit or loss must be classified into one of five categories (operating, investing, financing, taxes on income and discontinued operations), it may change the entity's operating profit. Moreover, the

publication of IFRS 18 resulted in consequential narrow scope amendments to other accounting standards, including IAS 7, "Statement of Cash Flows" and IAS 34, "Interim Financial Reporting".

IFRS 18 is effective for annual reporting periods beginning on or after January 1, 2027, and is to be applied retrospectively. Early adoption is permitted commencing from January 1, 2025, subject to disclosure. 

The Company is evaluating the effects of IFRS 18, including the effects of the consequential amendments to other accounting standards, on its consolidated financial statements.

NOTE 4:- INVENTORY

NOTE 5:- OTHER ACCOUNTS RECEIVABLE

NOTE 6:- LOANS FROM SHAREHOLDERS

1. As described in Note 1c, Pearlside Holdings Ltd. ("Pearlside") is a subsidiary of the Company. In 2022, the Company had a 70.7% equity interest in Pearlside. On 30 December 2022, the Company signed an agreement to purchase the remaining 29.3% held by the non-controlling interests by way of issuing 19,968,701 Ordinary shares of the Company. Following this acquisition, the Company holds 100% of Pearlside.

Concurrently with the acquisition, it was agreed that the loan in the amount of €915 thousand provided by the non-controlling interests, would only be repaid from the available cash flow from Pearlside, as to be determined in the sole discretion of the board of directors of Pearlside. The Company believes that no repayments of the loan will be made prior to 1 January 2028, and accordingly, the loan has been classified as a non-current loan from a shareholder. As the loan bears no interest, the fair value of the loan in the amount of €630 thousand was calculated based on the present value of estimated future repayments discounted using the prevailing market rate of interest (7.75%) for a similar type of loan. As of 31 December 2024, the balance of the loan is €731 thousand (2023 - €679 thousand). 

2. In June 2024, the principal shareholder of the Company and its director and CEO provided a loan to the Company in the amount of €1,982 thousands. The loan bears interest at an annual rate of 10%. The principal and accrued interest are repayable in two years from the date of receipt of the loan. The loan may be prepaid, in whole or in part, at any time at the sole discretion of the Company. Part of the loan in the amount of €870 thousand, was repaid during the year. The balance of the loan at 31 December 2024 is €1,158 thousand (including accrued interest of €46 thousand). See also Note 20(3).

NOTE 7:- PROPERTY AND EQUIPMENT, NET

Composition and movement:

Substantially all property and equipment are located in Coite d'Ivoire.

NOTE 8:- OTHER ACCOUNTS PAYABLE

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 2024 amounted to €128 (2023 - €128).

NOTE 10:- LOANS

a. Long-term loans:

NOTE 10:- LOANS (Cont.)

b. Short-term loans and current maturities: