{"url_path":"/sec/afriw/10-k/2026/item-19","section_key":"item-19","section_title":"Item 19 EXHIBITS**","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/1903870/0001493152-26-023781-index.html","accession_number":"0001493152-26-023781","cik":"0001903870","ticker":"AFRI","issuer_name":"Forafric Global PLC","edgar_url":"https://www.sec.gov/Archives/edgar/data/1903870/0001493152-26-023781-index.html","primary_entity_key":"0001903870","primary_entity_name":"Forafric Global PLC"},"word_count":15740,"has_tables":true,"body_markdown":"**Item\n19. EXHIBITS**\n\n \n\n**EXHIBIT\nINDEX**\n\n \n\n1.1\n \n[Memorandum\nand Articles of Association, as amended (incorporated by reference to Exhibit 3.1 of the Company’s Registration Statement on\nForm 8-A, filed with SEC on June 9, 2022)](https://www.sec.gov/Archives/edgar/data/1903870/000149315222016250/ex3-1.htm)\n\n2.1\n \n[Registrant’s\nSpecimen Certificate for Ordinary Shares (incorporated by reference to Exhibit 2.1 to the Company’s Annual Report on Form 20-F\nfiled with the SEC on May 1, 2023).](https://www.sec.gov/Archives/edgar/data/1903870/000149315223014896/ex2-1.htm)\n\n2.2\n \n[Description of Securities (incorporated by references to Exhibit 2.2 to the Company’s Annual Report on Form 20-F, filed with the SEC on May 1, 2023).](https://www.sec.gov/Archives/edgar/data/1903870/000149315223014896/ex2-2.htm)\n\n4.1\n \n[Warrant\nAgreement, dated December 10, 2020, between Globis Acquisition Corp. and VStock Transfer, LLC. (incorporated by reference to Exhibit\n4.1 of Globis’ Form 8-K (File No. 001-39786), filed with the SEC on December 15, 2020).](https://www.sec.gov/Archives/edgar/data/1823383/000149315220023669/ex4-1.htm)\n\n4.2\n \n[Warrant\nAssignment and Novation Agreement, dated as of June 9, 2022, by and between Globis NV Merger 2 Corp. and Forafric Global PLC (incorporated\nby reference to Exhibit 4.1 of Globis’ Form 8-K (File No. 001-39786), filed with the SEC on June 10, 2022).](https://www.sec.gov/Archives/edgar/data/1823383/000149315222016381/ex4-1.htm)\n\n4.3\n \n[Registration\nRights Agreement, dated December 10, 2020, between Globis Acquisition Corp. and the Sponsors (incorporated by reference to Exhibit\n10.4 of Globis’ Form 8-K (File No. 001-39786), filed with the SEC on December 15, 2020).](https://www.sec.gov/Archives/edgar/data/1823383/000149315220023669/ex10-4.htm)\n\n4.4\n \n[Bond\nSubscription Deed, dated as of December 31, 2021, by and among Forafric Agro Holdings Limited, Lighthouse Capital Limited and the\nBond Investors (incorporated by reference to Exhibit 10.2 of Globis’ Form 8-K (File No. 001-39786), filed with the SEC on January\n4, 2022).](https://www.sec.gov/Archives/edgar/data/1823383/000149315222000220/ex10-2.htm)\n\n4.5\n \n[Amendment\nto Bond Subscription Deed, dated as of April 20, 2022, by and among Forafric Agro Holdings Limited, Lighthouse Capital Limited and\nthe Bond Investors (incorporated by reference to Exhibit 10.10 of Globis’ Form S-4/A (File No. 333-262126), filed with the\nSEC on April 20, 2022).](https://www.sec.gov/Archives/edgar/data/1823383/000149315222010571/ex10-10.htm)\n\n4.6\n \n[Forafric\n2022 Long Term Employee Share Incentive Plan (incorporated by reference to Exhibit 10.6 of Forafric Global PLC’ Form 8-K (File\nNo. 001-41416), filed with the SEC on June 15, 2022).](https://www.sec.gov/Archives/edgar/data/1903870/000149315222016864/ex10-6.htm)\n\n4.7\n \n[Agreement,\ndated March 29, 2018, by and between Forafric Maroc and Millcorp Geneva (incorporated by reference to Exhibit 10.6 of Globis’\nForm S-4/A (File No. 333-262126), filed with the SEC on February 15, 2022)](https://www.sec.gov/Archives/edgar/data/1823383/000149315222004662/ex10-6.htm)\n\n4.8\n \n[Summary\nof terms of loans owed by Forafric Agro Holdings Limited to Yariv Elbaz, Michael Elbaz, Lighthouse Settlement and Lighthouse Capital\nLimited (incorporated by reference to Exhibit 10.7 of Globis’ Form S-4/A (File No. 333-262126), filed with the SEC on April\n20, 2022).](https://www.sec.gov/Archives/edgar/data/1823383/000149315222010571/ex10-7.htm)\n\n4.9\n \n[Form\nof Forafric Global PLC Director Deed of Indemnity (incorporated by reference to Exhibit 10.9 of Globis’ Form S-4/A (File No.\n333-262126), filed with the SEC on April 20, 2022).](https://www.sec.gov/Archives/edgar/data/1823383/000149315222010571/ex10-9.htm)\n\n4.10\n \n[Form\nof Director Service Agreement (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 6-K, filed\nwith SEC on November 3, 2022)](https://www.sec.gov/Archives/edgar/data/1903870/000149315222030348/ex10-1.htm)\n\n8.1*\n \n[List of Subsidiaries](ex8-1.htm)\n\n11.1\n \n[Insider Trading Policy (incorporated by reference to Exhibit 11.1 of the Company’s Annual Report on Form 20-F, filed with the SEC on April 30, 2025)](https://www.sec.gov/Archives/edgar/data/1903870/000164117225007838/ex11-1.htm)\n\n12.1*\n \n[Certification of Chief Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a)](ex12-1.htm)\n\n12.2*\n \n[Certification of Chief Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a)](ex12-2.htm)\n\n13.1*\n \n[Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002](ex13-1.htm)\n\n13.2*\n \n[Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002](ex13-2.htm)\n\n15.1*\n \n[Consent of UHY LLP, Independent Registered Public Accounting Firm.](ex15-1.htm)\n\n97.1#\n \n[Clawback\nPolicy (incorporated by reference to Exhibit 97.1 of the Company’s Annual Report on Form 20-F, filed with SEC on April 30,\n2024)](https://www.sec.gov/Archives/edgar/data/1903870/000149315224017247/ex97-1.htm)\n\n101\n \nThe\nfollowing financial information from Forafric Global Plc’s Annual Report on Form 20-F for the year ended December 31, 2025,\nformatted in Inline Extensible Business Reporting Language (IXBRL): (i) Consolidated Balance Sheet, (ii) Consolidated Statements\nof Operations, (iii) Statements of Changes in Equity, (iv) Consolidated Statements of Cash Flows and (iv) Notes to Consolidated Financial\nStatements.*\n\n104\n \nCover\nPage Interactive Data File (formatted as Inline iXBRL and contained in Exhibit 101)\n\n \n\n*\nFiled\nherewith.\n\n##\nManagement\ncontract or compensatory plan.\n\n \n\n- 60 -\n\n \n\n \n\n**SIGNATURES**\n\n \n\nThe\nregistrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized\nthe undersigned to sign this annual report on its behalf.\n\n \n\n \nForafric\nGlobal, PLC\n\n \n \n\nDate:\nMay 15, 2026\nBy:\n*/s/\nKhalid Assari*\n\n \n \nKhalid\nAssari\n\n \n \nChief\nExecutive Officer and Chairman of the Board\n\n \n \n(Principal\nExecutive Officer)\n\n \n \n \n\n \n \n*/s/\nJulien Benitah*\n\n \n \nJulien\nBenitah\n\n \n \nChief\nFinancial Officer\n\n \n \n(Principal\nAccounting and Financial Officer)\n\n \n\n- 61 -\n\n \n\n** **\n\n**FORAFRIC\nGLOBAL PLC AND SUBSIDIARIES**\n\n \n\n**CONSOLIDATED\nFINANCIAL STATEMENTS**\n\n \n\n**FOR\nTHE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023**\n\n** **\n\n****\n\n \n\n \n\n** **\n\n \n \nPage(s)\n\n \n \n \n\nConsolidated Financial Statements\n \n \n\n \n \n \n\n[Report of Independent Registered Public\nAccounting Firm](#kl_001)(PCAOB ID: 1195)\n \nF-2\n\n \n \n \n\n[Consolidated Balance Sheets](#DB_001)\n \nF-4\n\n \n \n \n\n[Consolidated Statements of Operations and Comprehensive Loss](#DB_002)\n \nF-5\n\n \n \n \n\n[Consolidated Statements of Changes in Stockholders’ Equity](#DB_003)\n \nF-6\n\n \n \n \n\n[Consolidated Statements of Cash Flows](#DB_004)\n \nF-7\n\n \n \n \n\n[Notes to Consolidated Financial Statements](#DB_005)\n \nF-8 – F -30\n\n** **\n\nF-1\n\n \n\n****\n\n \n\nREPORT\nOF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\n\n \n\nTo\nthe Stockholders’ and Board of Directors of Forafric Global PLC\n\n \n\nOpinion\non the Consolidated Financial Statements\n\n** **\n\nWe\nhave audited the accompanying consolidated balance sheets of Forafric Global PLC (the “Company”), as of December 31, 2025\nand 2024, the related consolidated statements of operations and comprehensive loss, changes in stockholders’ equity and cash flows\nfor the years ended December 31, 2025, 2024 and 2023 and the related notes (collectively referred to as the “consolidated financial\nstatements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position\nof the Company as of December 31, 2025 and 2024, and the consolidated results of its operations and its cash flows for the years ended\nDecember 31, 2025, 2024 and 2023, in conformity with accounting principles generally accepted in the United States of America.\n\n \n\nSubstantial\nDoubt Regarding the Company’s Ability to Continue as a Going Concern\n\n** **\n\nThe\naccompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed\nin Note 2 to the consolidated financial statements, the Company has suffered recurring losses from operations, has an accumulated deficit\nand does not believe that its current level of cash and cash equivalents is sufficient to fund continuing operations. These factors raise\nsubstantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters\nare also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome\nof this uncertainty.\n\n \n\nBasis\nfor Opinion on the Consolidated Financial Statements\n\n** **\n\nThese\nconsolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion\non the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public\nCompany Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company\nin accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission\nand the PCAOB.\n\n \n\nWe\nconducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain\nreasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.\nThe Company is not required to have, nor were we engaged to perform, an audit of its internal controls over financial reporting. As part\nof our audits, we are required to obtain an understanding of internal controls over financial reporting, but not for the purpose of expressing\nan opinion on the effectiveness of the Company’s internal controls over financial reporting. Accordingly, we express no such opinion.\n\n \n\nOur\naudits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether\ndue to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence\nregarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles\nused and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.\nWe believe that our audits provide a reasonable basis for our opinion.\n\n \n\nF-2\n\n \n\n \n\nCritical\nAudit Matters\n\n** **\n\nThe\ncritical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that\nwere communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material\nto the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication\nof critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are\nnot, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or\ndisclosures to which they relate.\n\n \n\n*Goodwill\nImpairment Assessment*\n\n* *\n\nAs\ndescribed in Note 2 and Note 9 to the consolidated financial statements, the Company performs an annual impairment assessment of its\ngoodwill, or more frequently if events or circumstances indicate that the carrying value exceeds its fair value. Management bypassed\nthe qualitative impairment assessment (step zero) and performed a quantitative impairment assessment utilizing a combination of the market\nand income approaches to determine the estimated fair value of its reporting units as of December 31, 2025.\n\n \n\nWe\nidentified the evaluation of the fair value of the Company’s reporting units used to estimate goodwill impairment as a critical\naudit matter. Evaluating the fair value of the reporting units, including the related key assumptions, involved especially challenging,\nsubjective, and complex auditor judgment. In particular, the fair value measurements were sensitive to changes in forecasted revenue\ngrowth rates and the discount rate applied under the income approach. In addition, judgment was required in evaluating the relevance\nand weight of a subsequent sales transaction entered into after year-end, which remained subject to closing conditions as of the report\ndate, as an indicator of fair value under the market approach, including consideration of its terms and underlying economics. Changes\nin these assumptions could have had a significant impact on the estimated fair value of the reporting units and the resulting goodwill\nimpairment assessment.\n\n \n\nOur\nprincipal audit procedures related to the goodwill impairment assessment included the following:\n\n \n\n●We\nevaluated management’s significant accounting policies related to goodwill impairment\nfor reasonableness.\n\n●We\nobtained an understanding of management’s process for estimating the fair value of\nthe reporting units and evaluated the reasonableness of the key assumptions used in the analysis.\n\n●We\nevaluated management’s forecasts of future revenue by comparing them to historical\noperating results, industry trends, and external market data, and performed sensitivity analyses\non key assumptions, including revenue growth rates and the discount rate.\n\n●We\nevaluated the Company’s consideration of the subsequent sales transaction entered into\nafter year-end, including assessing the relevance and weight assigned to the transaction\nas an indicator of fair value, given that it remained subject to closing conditions as of\nthe report date.\n\n●We\ninvolved our firm’s valuation professionals, with specialized skills and knowledge,\nwho assisted in assessing assumptions utilized under the income and market approaches. These\nprocedures included evaluating the discount rate by comparing it to a range of independently\ndeveloped weighted average cost of capital estimates using publicly available market data\nfor comparable entities, evaluating selected market multiples against comparable publicly\ntraded companies, and developing an independent estimate of fair value to compare to management’s\nestimate.\n\n \n\n/s/\nUHY LLP\n\n \n\nWe\nhave served as the Company’s auditor since 2021\n\n \n\nMelville, New York\n\nMay\n15, 2026\n\n \n\nF-3\n\n \n\n \n\n****\n\n****\n\n**FORAFRIC\nGLOBAL PLC AND SUBSIDIARIES**\n\nCONSOLIDATED\nBALANCE SHEETS\n\n*(In\nthousands, except share and per share data)*\n\n* *\n\n  \nDecember 31,  \nDecember 31, \n\n  \n2025  \n2024 \n\nASSETS \n    \n   \n\nCurrent assets: \n    \n   \n\nCash and cash equivalents \n$14,309  \n$12,231 \n\nAccounts receivable, net \n 13,963  \n 17,977 \n\nAmount due from related parties \n 949  \n 1,195 \n\nOther receivables \n 3,341  \n 5,405 \n\nInventories \n 14,078  \n 15,224 \n\nPrepaid expenses and other current assets \n 9,242  \n 11,480 \n\nAssets held for sale, current \n 12,300  \n 13,873 \n\nTotal current assets \n 68,182  \n 77,385 \n\nProperty, plant, and equipment, net \n 107,747  \n 101,645 \n\nRight-of-use assets \n 16,327  \n 16,183 \n\nGoodwill \n 46,559  \n 42,886 \n\nIntangible assets, net \n 5,157  \n 4,404 \n\nOther assets, noncurrent \n 2,962  \n 3,575 \n\nTotal assets \n$246,934  \n$246,078 \n\n  \n    \n   \n\nLIABILITIES AND STOCKHOLDERS’ EQUITY \n    \n   \n\nCurrent liabilities: \n    \n   \n\nLines of credit – working capital \n$49,989  \n$52,126 \n\nLines of credit – wheat inventories \n 80,828  \n 88,378 \n\nAccounts payable \n 41,164  \n 35,308 \n\nAccrued expenses \n 23,734  \n 22,594 \n\nContract liabilities \n 1,941  \n 2,215 \n\nCurrent portion of long-term debt \n 8,766  \n 4,635 \n\nOther liabilities, current \n 688  \n 440 \n\nLiabilities held-for-sale, current \n 481  \n 1,574 \n\nTotal current liabilities \n 207,591  \n 207,270 \n\nLong-term debt \n 17,628  \n 13,116 \n\nLoan from related party \n 2,175  \n 7,715 \n\nDeferred tax liabilities, net \n 10,276  \n 9,569 \n\nOther liabilities, noncurrent \n 2,607  \n 3,092 \n\nTotal liabilities \n 240,277  \n 240,762 \n\nCommitments and contingencies (Note 18) \n -  \n - \n\n  \n    \n   \n\nStockholders’ equity: \n    \n   \n\nPreferred shares; $0.001 par value; 1,000,000 authorized, — and — issued and outstanding,\nat December 31, 2025 and 2024, respectively \n$-  \n$- \n\nOrdinary shares, $0.001 par value; 100,000,000 authorized; 26,917,597 and 26,901,592 issued and\noutstanding, at December 31, 2025 and 2024, respectively \n 27  \n 27 \n\nAdditional paid-in capital \n 152,041  \n 143,649 \n\nAccumulated deficit \n (154,569) \n (139,679)\n\nAccumulated other comprehensive loss \n (6,188) \n (5,670)\n\nNon-controlling interest \n 15,346  \n 6,989 \n\nTotal Stockholders’ equity \n 6,657  \n 5,316 \n\nTotal liabilities and Stockholders’ equity \n$246,934  \n$246,078 \n\n \n\n*The\naccompanying notes are an integral part of these consolidated financial statements.*\n\n \n\nF-4\n\n \n\n** **\n\n**FORAFRIC\nGLOBAL PLC AND SUBSIDIARIES**\n\nCONSOLIDATED\nSTATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS\n\n*(In\nthousands, except share and per share data)*\n\n \n\n  \n   \n   \n  \n\n  \nDecember 31, \n\n  \n2025  \n2024  \n2023 \n\n  \n   \n   \n  \n\nRevenues \n$176,488  \n$274,223  \n$301,954 \n\nCost of sales \n 158,091  \n 246,891  \n 273,417 \n\nGross profit \n 18,397  \n 27,332  \n 28,537 \n\nOperating expenses: \n  \n   \n  \n\nSelling, general and administrative expenses \n 21,952  \n 35,093  \n 27,295 \n\nTotal operating expenses \n 21,952  \n 35,093  \n 27,295 \n\nOperating (loss) income from continuing operations \n (3,555) \n (7,761) \n 1,242 \n\nOther expense (income): \n   \n   \n  \n\nInterest income \n (52) \n \n(31\n) \n (37)\n\nInterest expense \n 14,319  \n 12,815  \n 13,478 \n\nChange in fair value of derivatives and contingent consideration \n 222  \n (1,442) \n (25)\n\nForeign Exchange (gain) loss \n (1,619) \n 33  \n (212)\n\nGain on sale of subsidiary \n (6,603) \n -  \n - \n\nOther non-operating expenses \n 900  \n 2,546  \n - \n\nTotal other expense \n 7,167  \n 13,921  \n 13,204 \n\nLoss before taxes from continuing operations \n (10,722) \n (21,682) \n (11,962)\n\nIncome tax expense \n 1,383  \n 1,651  \n 589 \n\nLoss from continuing operations \n (12,105) \n (23,333) \n (12,551)\n\nDiscontinued operations: \n    \n    \n   \n\n(Loss) profit from discontinued operations (note 21) \n (1,647) \n 33  \n (652)\n\nIncome tax expense (benefit) \n 38  \n 55  \n (695)\n\n(Loss) income from discontinued operations \n (1,685) \n (22) \n 43 \n\nNet loss \n (13,790) \n (23,355) \n (12,508)\n\nNet income attributable to noncontrolling interest \n 1,100  \n 970  \n 168 \n\nNet loss attributable to the Company \n$(14,890) \n$(24,325) \n$(12,676)\n\n  \n    \n    \n   \n\nLoss from continuing operations per ordinary shares outstanding – basic and diluted \n$(0.45) \n$(0.87) \n$(0.47)\n\n(Loss) profit from discontinued operations per ordinary shares outstanding\n– basic and diluted \n$(0.06) \n$(0.00) \n$0.00 \n\n  \n    \n    \n   \n\nWeighted average number of ordinary shares outstanding - basic and diluted \n 26,902,820  \n 26,884,238  \n 26,879,159 \n\n  \n    \n    \n   \n\nNet loss \n (13,790) \n (23,355) \n (12,508)\n\nOther comprehensive loss net of tax: \n    \n    \n   \n\nForeign currency translation adjustments \n 458  \n (1,057) \n (1,747)\n\nTotal other comprehensive income (loss) \n 458  \n (1,057) \n (1,747)\n\nComprehensive loss \n (13,332) \n (24,412) \n (14,255)\n\nless: Comprehensive income attributable to non-controlling\ninterest \n 2,073  \n 578  \n 442 \n\nComprehensive loss attributable to the Company \n$(15,405) \n$(24,990) \n$(14,697)\n\n \n\n*The\naccompanying notes are an integral part of these consolidated financial statements.*\n\n* *\n\nF-5\n\n \n\n \n\n**FORAFRIC\nGLOBAL PLC AND SUBSIDIARIES**\n\nCONSOLIDATED\nSTATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY\n\n*(In\nthousands, except share and per share data)*\n\n \n\n  \nShares  \nAmount  \nShares  \nAmount  \nCapital  \nDeficit  \n(Loss)  \nInterest  \nEquity \n\n  \nOrdinary shares  \nClass Z Ordinary Shares  \nAdditional Paid-in  \nAccumulated  \n\nAccumulated Other\n\nComprehensive\n  \nNon- Controlling  \nTotal Stockholders’ \n\n  \nShares  \nAmount  \nShares  \nAmount  \nCapital  \nDeficit  \nLoss  \nInterest  \nEquity \n\n  \n   \n   \n   \n   \n   \n   \n   \n   \n  \n\nBalance, January 1, 2023 \n 26,879,102  \n$27  \n 29,999,990  \n$30  \n$143,658  \n$(102,678) \n$(2,984) \n$6,902  \n$44,955 \n\nShares repurchased and retired \n -  \n -  \n (29,999,990) \n (30) \n -  \n -  \n -  \n -  \n (30)\n\nShares issued upon exercise of warrants \n 100  \n -  \n -  \n - \n 1  \n -  \n -  \n -  \n 1 \n\nAcquisition of non-controlling interest \n -  \n -  \n -  \n -  \n (549) \n -  \n -  \n (933) \n (1,482)\n\nRedeemable non-controlling interest \n -  \n -  \n -  \n -  \n (152) \n -  \n -  \n -  \n (152)\n\nShare-based compensation \n -  \n -  \n -  \n -  \n 169  \n -  \n -  \n -  \n 169 \n\nNet (loss) income \n -  \n -  \n -  \n -  \n -  \n (12,676) \n -  \n 168  \n (12,508)\n\nForeign exchange (loss) gain \n -  \n -  \n -  \n -  \n -  \n -  \n (2,021) \n 274  \n (1,747)\n\nBalance, December 31, 2023 \n 26,879,202  \n$27  \n -  \n$-  \n$143,127  \n$(115,354) \n$(5,005) \n$6,411  \n$29,206 \n\nShare-based compensation \n 22,390  \n -  \n -  \n -  \n 522  \n -  \n -  \n -  \n 522 \n\nNet (loss) income \n -  \n -  \n -  \n -  \n -  \n (24,325) \n -  \n 970  \n (23,355)\n\nForeign exchange loss \n -  \n -  \n -  \n -  \n -  \n -  \n (665) \n (392) \n (1,057)\n\nBalance, December 31, 2024 \n 26,901,592  \n$27  \n -  \n$-  \n$143,649  \n$(139,679) \n$(5,670) \n$6,989  \n$5,316 \n\nBalance \n 26,901,592  \n$27  \n -  \n$-  \n$143,649  \n$(139,679) \n$(5,670) \n$6,989  \n$5,316 \n\nShare-based compensation \n 16,005  \n -  \n -  \n -  \n 396  \n -  \n -  \n -  \n 396 \n\nNet (loss) income \n -  \n -  \n -  \n -  \n -  \n (14,890) \n -  \n 1,100  \n (13,790)\n\nTransactions with an entity under common control (Note 20) \n -  \n -  \n -  \n -  \n 7,996  \n -  \n (3) \n 6,284  \n 14,277 \n\nForeign exchange (loss) income \n -  \n -  \n -  \n -  \n -  \n -  \n (515) \n 973  \n 458 \n\nBalance, December 31, 2025 \n 26,917,597  \n$27  \n -  \n$-  \n$152,041  \n$(154,569) \n$(6,188) \n$15,346  \n$6,657 \n\nBalance \n 26,917,597  \n$27  \n -  \n$-  \n$152,041  \n$(154,569) \n$(6,188) \n$15,346  \n$6,657 \n\n \n\n*The\naccompanying notes are an integral part of these consolidated financial statements.*\n\n* *\n\nF-6\n\n \n\n \n\n**FORAFRIC\nGLOBAL PLC AND SUBSIDIARIES**\n\nCONSOLIDATED\nSTATEMENTS OF CASH FLOWS\n\n*(In\nthousands, except share and per share data)*\n\n \n\n  \n2025  \n2024  \n2023 \n\n  \nDecember 31, \n\n  \n2025  \n2024  \n2023 \n\nCash flows from operating activities: \n    \n    \n   \n\nNet loss \n$(13,790) \n$(23,355) \n$(12,508)\n\nLess: Income (loss) from discontinued operations, net of tax \n 1,685  \n 22  \n (43)\n\nNet loss from continuing operations \n (12,105) \n (23,333) \n (12,551)\n\nAdjustments to reconcile net loss from continuing operations to net cash provided by operating activities from continuing operations: \n    \n    \n   \n\nDepreciation of property, plant and equipment \n 4,793  \n 4,338  \n 4,494 \n\nAmortization of intangible assets \n 464  \n 352  \n 259 \n\nAmortization of right-of-use assets \n 1,316  \n 1,353  \n 1,059 \n\nBad debt expense \n 696  \n 895  \n 87 \n\nImpairment of goodwill \n 1,020  \n -  \n - \n\nImpairment of other assets \n -  \n 4,962  \n - \n\nChange in fair value of derivatives and contingent consideration \n 222  \n (1,442) \n (25)\n\nNon-cash accretion of interest expense \n 1  \n 65  \n 129 \n\nShare-based compensation \n 396  \n 522  \n 169 \n\nDeferred income taxes \n (314) \n (581) \n (1,286)\n\nGain on sale of subsidiary \n (6,603) \n -  \n - \n\nChanges in operating assets and liabilities: \n    \n -  \n - \n\nAccounts receivable \n 3,745  \n 8,852  \n (1,845)\n\nOther receivables \n 2,584  \n 11,539  \n 26,658 \n\nPrepaid expenses and other current assets \n 6,365  \n 8,065  \n 8,059 \n\nInventories \n 596  \n 10,129  \n 1,656 \n\nOther assets, noncurrent \n (43) \n 1,143  \n (1,632)\n\nAccounts payable \n 3,513  \n (10,942) \n 8,950 \n\nLease liabilities \n (763) \n (695) \n (581)\n\nOther payables and liabilities \n (4,922) \n 7,035  \n (310)\n\nNet cash provided by operating activities from continuing operations \n 961  \n 22,257  \n 33,290 \n\nNet cash (used in) provided by operating activities from discontinued operations \n (605) \n 1,209  \n 36 \n\nNet cash provided by operating activities \n 356  \n 23,466  \n 33,326 \n\nCash flows from investing activities: \n    \n    \n   \n\nCash proceeds from sale of subsidiary, net of cash disposed \n 8,286  \n -  \n - \n\nAcquisition of businesses and assets, net of cash acquired \n -  \n -  \n (37)\n\nPurchases of property, plant, and equipment \n (517) \n (1,776) \n (9,485)\n\nSales of property, plant, and equipment \n -  \n 7  \n 47 \n\nAdditions to intangible assets \n (451) \n (283) \n (319)\n\nNet cash provided by (used in) investing activities from continuing operations \n 7,318  \n (2,052) \n (9,794)\n\nNet cash used in investing activities from discontinued operations \n (43) \n (9) \n (43)\n\nNet cash provided by (used in) investing activities \n 7,275  \n (2,061) \n (9,837)\n\nCash flows from financing activities: \n    \n    \n   \n\nProceeds from exercise of warrants \n -  \n -  \n 1 \n\nCash proceeds from transactions with an entity under common control \n 9,860  \n -  \n - \n\nLoans from related parties \n 568  \n 5,640  \n - \n\nBorrowings on working capital facilities, net \n (7,984) \n 7,349  \n (1,803)\n\nBorrowings on lines of credit – Wheat inventories \n 5,553  \n 50,385  \n 59,604 \n\nRepayments on lines of credit – Wheat inventories \n (11,628) \n (86,349) \n (77,781)\n\nBorrowings on loans \n -  \n 862  \n 3,733 \n\nRepayments on loans \n (3,058) \n (8,678) \n (5,149)\n\nNet cash used in financing activities from continuing operations \n (6,689) \n (30,791) \n (21,395)\n\nNet cash provided by (used in) financing activities from discontinuing operations \n 571  \n (2,397) \n 213 \n\nNet cash used in financing activities \n (6,118) \n (33,188) \n (21,182)\n\nEffect of exchange rate changes on cash and cash equivalents \n 565  \n (7) \n (3,113)\n\nNet increase (decrease) in cash and cash equivalents \n 2,078  \n (11,790) \n (806)\n\nCash and cash equivalents, beginning of year \n 12,231  \n 24,021  \n 24,827 \n\nCash and cash equivalents, end of year \n$14,309  \n$12,231  \n$24,021 \n\n  \n    \n    \n   \n\nNon-cash activities: \n    \n    \n   \n\nExtinguishment of related party loan in connection with transactions with an entity under common control \n$5,726  \n$-  \n$- \n\nDebt assumed by purchaser in sale of subsidiary \n$962  \n$-  \n$- \n\nNon-cash acquisition of non-controlling interest \n$-  \n$-  \n$1,482 \n\nShares repurchased and retired \n$-  \n$-  \n$30 \n\n  \n    \n    \n   \n\nSupplemental cash flow disclosures: \n    \n    \n   \n\nInterest paid \n$13,236  \n$13,079  \n$15,750 \n\nNet income taxes paid \n$1,102  \n$2,232  \n$1,987 \n\n** **\n\n*The\naccompanying notes are an integral part of these consolidated financial statements.*\n\n** **\n\nF-7\n\n \n\n** **\n\n**FORAFRIC\nGLOBAL PLC AND SUBSIDIARIES**\n\n**NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS**\n\n**For\nthe years ended DECEMBER 31, 2025, 2024 AND 2023**\n\n*(In\nthousands, except share and per share data)*\n\n* *\n\n**1.****NATURE\nOF OPERATIONS AND BASIS OF PRESENTATION**\n\n** **\n\n*Nature\nof Operations* - Forafric Global PLC and its subsidiaries (the “Company”, “we”, “us” or “our”),\nformerly known as Forafric Agro Holdings Limited, through its subsidiaries is a market leader in the milling industry. The Company operates\nin Morocco and West Africa and has a complete offering of flours and semolina, as well secondary processing products including pasta\nand couscous, rice, and starches.\n\n \n\nThese\nconsolidated financial statements are the consolidated financial statements of the Company and its subsidiaries, each of which is controlled,\nand is based on the financial position and results of operations of the Company as a standalone company. Intercompany balances and transactions\nbetween consolidated entities have been eliminated. Refer to Note 20 — Related Parties for further information regarding the Company’s\nrelated party transactions.\n\n \n\nUnless\notherwise noted, discussion in these Notes to Consolidated Financial Statements refers to our continuing operations. Refer to Note 21,\nAssets and liabilities held for sale and discontinued operations, for additional information.\n\n \n\n*Basis\nof Presentation*- These consolidated financial statements reflect the financial condition, results of operations and cash flows of\nthe Company and have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“U.S. GAAP”).\n\n \n\n**2.****SUMMARY\nOF SIGNIFICANT ACCOUNTING POLICIES**\n\n** **\n\n*Use\nof Estimates*- The preparation of our consolidated financial statements in conformity with U.S. GAAP requires management to use judgment\nto make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and\nliabilities at the date of the consolidated financial statements, and the reported amounts of net sales and expenses during the reporting\nperiod. Significant accounting policy elections, estimates and assumptions include, among others, allowance for credit losses, valuation\nassumptions of goodwill and intangible assets, useful lives of long-lived assets, and measurement of income tax assets. Given the uncertainty\nof the global economic environment, our estimates could be significantly different than future performance. Actual results could differ\nfrom these estimates. Historically, the aggregate differences, if any, between our estimates and actual amounts in any year have not\nhad a material effect on our consolidated financial statements.\n\n \n\n*Principles\nof Consolidation*– The accompanying consolidated financial statements include all entities controlled by the Company. Intercompany\naccounts and transactions are eliminated.\n\n \n\nControl\nexists when the Company has the power, directly or indirectly, to govern the financial and operating policies of an entity that most\nsignificantly impact the entity’s economic performance and the obligation to absorb losses or the right to receive the benefits\nfrom its activities that could potentially be significant to the entity. In assessing control, potential voting rights that are currently\nexercisable or convertible are considered. The accounts of subsidiaries are included in the consolidated financial statements from the\ndate that control commences until the date that control ceases.\n\n \n\n*Cash\nEquivalents*- We consider temporary cash investments with an original maturity of three months or less to be cash equivalents.\n\n \n\n*Accounts\nReceivable and Allowances for Credit Losses* – We provide credit terms to customers in-line with industry standards, perform\nongoing credit evaluations of our customers, and maintain allowances for potential credit losses based on historical experience recorded.\nWe analyze the aging of customer accounts, customer concentrations, customer creditworthiness, current economic trends and changes in\nour customer payment patterns when evaluating the adequacy of the allowance for credit losses. Customer balances are written off after\nall collection efforts are exhausted. Estimated product returns, which have not been material, are deducted from sales at the time of\nshipment.\n\n \n\n*Inventories*- Inventories are stated at the lower of cost or net realizable value. The Company’s inventory is valued using the weighted\naverage cost method. The costs of finished goods inventories include raw materials, labor, and overhead costs.\n\n \n\nF-8\n\n \n\n \n\n**FORAFRIC\nGLOBAL PLC AND SUBSIDIARIES**\n\n**NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS**\n\n**(Continued)**\n\n \n\n*Other\nReceivables* – Other receivables include government subsidies for the production and sale of flour. The Moroccan government\nprovides a fixed subsidy based on production and customer. Subsidies are paid by the Moroccan government twice a year based on sales\nof flour for the previous six months. The Company records the flour subsidies as a credit against the related costs that the subsidies\nwere intended to offset in the same periods that the costs were incurred within the consolidated statement of operations. During the\nyear ended December 31, 2025, and 2024, the Company received $11,551 and $17,299, respectively, in the aggregate of government subsidies\nfor the production of affordable flour and relief from import tax on foreign sourced raw materials from the Moroccan government.\n\n \n\n*Property,\nPlant, and Equipment*- Property, plant, and equipment are stated at acquisition cost, plus capitalized interest on borrowings during\nthe actual construction period of major capital projects. Depreciation and amortization are calculated using the straight-line method\nover the estimated useful lives of the assets as follows:\n\n \n\nSCHEDULE\nOF ESTIMATED USEFUL LIFE OF PROPERTY PLANT AND EQUIPMENT\n\n**Assets**\n \n**Useful\nLives**\n\nBuildings\n \n39\nyears\n\nMachinery\nand equipment (technical installations)\n \n30-50\nyears\n\nOther\nassets\n \n5-30\nyears\n\n \n\nBuilding\nimprovements are depreciated over the shorter of the estimated useful life of the assets or the remaining useful life. Leasehold improvements\nare amortized over the shorter of their useful life or remaining lease term. Expenditures for repairs and maintenance, which do not improve\nor extend the life of the assets, are expensed as incurred.\n\n \n\nWe\nperform impairment tests when circumstances indicate that the carrying value of an asset may not be recoverable. Indicators of impairment\ninclude deteriorations in operating cash flows, the anticipated sale or disposal of an asset group, and other significant changes in\nbusiness conditions. Property, plant and equipment are reviewed for impairment whenever events or changes in circumstances indicate that\nthe carrying amount of an asset may not be recoverable. The Company’s assessment of recoverability of property, plant and equipment\nis performed on a reporting unit level. Recoverability of assets to be held and used is measured by a comparison of the carrying amount\nof such asset to its estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of such asset\nexceeds its estimated undiscounted future cash flows, an impairment charge is recognized by the amount by which the carrying amount of\nthe asset exceeds the fair value of the asset. Assets to be disposed of by sale are reported at the lower of the carrying amount or fair\nvalue, less estimated costs to sell.\n\n \n\n*Goodwill\nand Other Intangible Assets*- Identifiable intangible assets with finite lives are amortized over their estimated useful lives as\nfollows:\n\n \n\nSCHEDULE\nOF ESTIMATED USEFUL LIFE OF GOODWILL AND OTHER INTANGIBLE ASSETS\n\n**Assets**\n \n**Useful\nLives**\n\nTrademarks\n \nIndefinite\n\nCustomer\nrelationships\n \n20\nyears\n\nPatents\nand licenses\n \n5-10\nyears\n\nComputer\nsoftware\n \n5-10\nyears\n\nOther\nintangible assets\n \n3-10\nyears\n\n \n\nRecognized\nintangible assets, exclusive of goodwill, are amortized over the useful lives of the assets unless that life is determined to be indefinite.\nAll of our intangible assets, exclusive of goodwill and trademarks, are finite lived. All amortization expenses related to intangible\nassets are recorded in selling, general, and administrative expense in the consolidated statements of operations. Intangible assets with\nfinite lives are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.\nIf an evaluation of the undiscounted cash flows indicates impairment, the asset is written down to its estimated fair value, which is\ngenerally based on discounted future cash flows.\n\n \n\nGoodwill\nand other indefinite-lived intangible assets are evaluated for impairment annually, or whenever events or changes in circumstances indicate\nthat the carrying value may not be recoverable. Our annual impairment evaluation is conducted during our fiscal fourth quarter.\n\n \n\nIn\naccordance with the accounting standards, an entity has the option first to assess qualitative factors to determine whether events and\ncircumstances indicate that it is more likely than not that goodwill or an indefinite-lived intangible asset is impaired. If after such\nassessment an entity concludes that the asset is not impaired, then the entity is not required to take further action. However, if an\nentity concludes otherwise, then it is required to determine the fair value of the asset using a quantitative impairment test, and if\nimpaired, the associated assets must be written down to fair value.\n\n \n\nF-9\n\n \n\n \n\n**FORAFRIC\nGLOBAL PLC AND SUBSIDIARIES**\n\n**NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS**\n\n**(Continued)**\n\n \n\nThe\nquantitative impairment test for goodwill compares the fair value of a reporting unit with the carrying value of its net assets, including\ngoodwill. If the fair value of the reporting unit is less than the carrying value of the reporting unit, an impairment charge would be\nrecorded to the Company’s operations, for the amount in which the carrying amount exceeds the reporting unit’s fair value.\nWe determine fair values for each reporting unit using the market approach, when available and appropriate, the income approach, or a\ncombination of both. The income approach involves forecasting projected financial information (such as revenue growth rates, profit margins,\ntax rates, and capital expenditures) and selecting a discount rate that reflects the risk inherent in estimated future cash flows. Under\nthe market approach, the fair value is based on observed market data. If multiple valuation methodologies are used, the results are weighted\nappropriately.\n\n \n\n*Segment\nReporting -*The Company reports segment information based on the “management” approach. The management approach designates\nthe internal reporting used by management for making decisions and assessing performance as the source of the Company’s reportable\nsegments. Management has identified Soft Wheat, Durum Wheat, and Couscous and Pasta as separate operating segments. Refer to Note 19\nfor further information regarding the Company’s segment information.\n\n \n\n*Advertising\n-* The Company has elected to expense all advertising costs as incurred. The Company expenses advertising costs as incurred and such\nexpenses totaled $114, $69, and $258 for the fiscal years ending December 31, 2025, 2024 and 2023, respectively.\n\n \n\n*Leases*\n- We determine if an arrangement is or contains a lease at inception. Our assessment is based on (1) whether the contract involves the\nuse of a distinct identified asset, (2) whether we obtain the right to substantially all the economic benefit from the use of the asset\nthroughout the period and (3) whether we have the right to direct the use of the asset. Leases are classified as either finance leases\nor operating leases. A lease is classified as a finance lease if any one of the following criteria are met: the lease transfers ownership\nof the asset by the end of the lease term, the lease contains an option to purchase the asset that is reasonably certain to be exercised,\nthe lease term is for a major part of the remaining useful life of the asset or the present value of the lease payments equals or exceeds\nsubstantially all of the fair value of the asset. A lease is classified as an operating lease if it does not meet any one of these criteria.\nThe lease classification affects the expense recognition in the income statement. Operating lease costs are recorded entirely in operating\nexpenses. Finance lease costs are split, where amortization of the ROU asset is recorded in operating expenses and an implied interest\ncomponent is recorded in interest expense.\n\n \n\n*Share-Based\nCompensation* - Share-based awards principally comprise of stock options and cash-settled stock options, referred to as “phantom\noptions”. Share-based awards are generally issued to certain senior management personnel. Share-based compensation cost (other\nthan phantom options) is measured at the grant date based on the fair value of the award and is recognized as an expense over the requisite\nservice period, which is the vesting period, on a straight-line basis. Our phantom options are accounted for as liability awards and\nare re-measured at fair value each reporting period with compensation expense being recognized over the requisite service period.\n\n \n\nThe\nCompany uses the Black-Scholes option pricing model to determine the grant date fair value of its stock options and phantom options,\nrespectively, as well as the fair value at each reporting period for liability classified awards. This model requires the Company to\nestimate the expected volatility and the expected term of the stock options, which are highly complex and subjective variables. The Company\nuses an expected volatility of its stock price during the expected life of the options that is based on the historical performance of\nthe Company’s stock price as well as including an estimate using similar companies. The expected term is computed using the simplified\nmethod as the Company’s best estimate given its lack of actual exercise history. The Company has selected a risk-free rate based\non the implied yield available on U.S. Treasury securities with a maturity equivalent to the expected exercise term of the stock option.\nThe inputs to the valuation of phantom options are observable in the market, and as such are classified as Level 2 in the fair value\nhierarchy. The Company accounts for forfeitures of share-based awards as the occur.\n\n \n\nF-10\n\n \n\n \n\n**FORAFRIC\nGLOBAL PLC AND SUBSIDIARIES**\n\n**NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS**\n\n**(Continued)**\n\n \n\n*Business\nCombinations and Asset Acquisitions –*The Company accounts for acquisitions that qualify as business combinations by applying\nthe acquisition method according to Accounting Standards Codification (“ASC”) 805, Business Combinations (“ASC 805”).\nTransaction costs related to the acquisition of a business are expensed as incurred and excluded from the fair value of consideration\ntransferred. The identifiable assets acquired, liabilities assumed, and noncontrolling interests in an acquired entity are recognized\nand measured at their estimated fair values. The excess of the fair value of consideration transferred over the fair values of identifiable\nassets acquired, liabilities assumed, and noncontrolling interests in an acquired entity, net of the fair value of any previously held\ninterest in the acquired entity, is recorded as goodwill. Such valuations require management to make significant estimates and assumptions.\n\n \n\nThe\nCompany evaluates acquisitions of assets and other similar transactions to assess whether the transaction should be accounted for as\na business combination or asset acquisition by first applying a screen test to determine whether substantially all of the fair value\nof the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. If so, the transaction\nis accounted for as an asset acquisition. If not, further determination is required as to whether the Company has acquired inputs and\nprocesses that can create outputs that would meet the definition of a business. When applying the screen test, significant judgment is\nrequired to determine whether an acquisition is a business combination or an acquisition of assets. Accounting for asset acquisitions\nfalls under the guidance of Topic 805, Business Combinations, specifically Subtopic 805-50. A cost accumulation model is used to determine\nan asset acquisition’s cost. Assets acquired are based on their cost, generally allocated to them on a relative fair value basis.\nDirect acquisition-related costs are included in the cost of the acquired assets.\n\n \n\n*Foreign\nCurrency Translation and Transactions* - The Company’s reporting currency is the US dollar (“USD”). The\nfunctional currency of the Company’s operating subsidiaries is generally the same as the corresponding local currency. Assets\nand liabilities of the operating subsidiaries are translated at the spot rate in effect at the applicable reporting date. Revenues\nand expenses of the operating subsidiaries are translated at the average exchange rates in effect during the applicable period. The\nresulting foreign currency translation adjustment is recorded as Accumulated other comprehensive loss, which is reflected as a\nseparate component of Stockholders’ equity. The functional currency is translated into U.S. dollars for balance sheet accounts\nusing currency exchange rates in effect as of the balance sheet date, and for revenue and expense accounts using a weighted-average\nexchange rate during the fiscal year. The transactions in foreign currency (that is a different currency than the functional\ncurrency of the entity) are converted at the exchange rate prevailing to the date of the transaction. The assets and liabilities\ndenominated in foreign currencies are evaluated in the current period on the date of the closing or at the opening rate, when\napplicable. The translation adjustments are deferred as a separate component of equity in “Accumulated other comprehensive\nincome”. Gains or losses resulting from transactions denominated in foreign currencies and intercompany debt that is not of a\nlong-term investment nature are included in foreign exchange (gain) loss in the consolidated statements\nof operations and comprehensive loss.\n\n \n\n*Credit\nRisk* – Financial instruments potentially subject to concentration of credit risk consist primarily of cash and cash equivalents\nand trade accounts receivable. At times during the periods presented, the Company had funds in excess of Deposit Insurance programs in\nMorocco, on deposit at various financial institutions. Management believes the Company is not exposed to significant credit risk due\nto the financial position of the depository institutions in which those deposits are held.\n\n \n\n*Revenue\nRecognition –*The Company follows a policy of recognizing revenue at a single point in time when it satisfies its performance\nobligation by transferring control over a product or service to a customer. The majority of the Company’s contracts with customers\nhave one performance obligation and a contract duration of one year or less. The Company applies the practical expedient in ASC paragraph\n10-50-14 of ASC Topic 606, *Revenue from Contracts with Customers* and does not disclose information about remaining performance\nobligations that have original expected durations of one year or less. Trade discounts or volume rebates are recognized as a deduction\nin revenue. No payment terms beyond one year are granted at contract inception.\n\n \n\nRevenue\nrelated to the sale of goods is measured based on consideration specified in a contract with a customer. The Company recognizes revenue\nfrom these contracts at a point in time when it satisfies a performance obligation by transferring control of a product to a customer,\ngenerally when legal title and risks and rewards transfer to the customer. Sales terms typically provide for transfer of title at the\ntime and point of delivery and acceptance of the product being sold.\n\n \n\nAmounts\nreceived from customers prior to revenue recognition on a contract are recorded as contract liabilities on the consolidated balance sheets.\n\n \n\nF-11\n\n \n\n \n\n**FORAFRIC\nGLOBAL PLC AND SUBSIDIARIES**\n\n**NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS**\n\n**(Continued)**\n\n \n\nAmounts\npaid to suppliers prior to purchase recognition are recorded within prepaid expenses and other current assets on the consolidated balance\nsheets.\n\n \n\n*Shipping\nand Handling Costs* – Shipping and handling costs related to contracts with customers for the sale of goods are accounted for\nas a fulfilment activity and are included in cost of sales. Accordingly, amounts billed to customers for such costs are included as\na component of revenues.\n\n \n\n*Taxes\nCollected from Customers and Remitted to Governmental Authorities* – The Company does not include taxes assessed by governmental\nauthorities that are (i) imposed on and concurrent with a specific revenue-producing transaction and (ii) collected from customers, in\nthe measurement of transactions prices or as a component of revenues and cost of sales.\n\n \n\n*Income\nTaxes* – The provision for income taxes includes income taxes currently payable in Morocco and local jurisdictions, and those\ndeferred because of temporary differences between the financial statement and tax bases of assets and liabilities. Deferred tax assets\nor liabilities are computed based on the difference between the financial statement and income tax bases of assets and liabilities using\nenacted tax rates. Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit\nwill not be realized. Deferred income tax expenses or credits are based on the changes in the asset or liability from period to period.\nWe account for uncertain tax positions using a “more-likely-than-not” threshold. A tax benefit from an uncertain tax position\nis recognized if it is more-likely-than-not that the tax position will be sustained on examination by the taxing authorities, based on\nthe technical merits of the position, or the statute of limitations concerning such issues lapses.\n\n \n\n*Accounting\nfor Warrants*– The Company accounts for warrants as either equity-classified or liability-classified instruments based on an\nassessment of the instruments’ specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from\nEquity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the instruments\nare free standing financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the\ninstruments all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s\nown ordinary shares and whether the instrument holders could potentially require “net cash settlement” in a circumstance\noutside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of\nprofessional judgment, is conducted at the time of warrant issuance and as of each subsequent period end date while the instruments are\noutstanding. Management has concluded that the public warrants and private placement warrants issued pursuant to the business combination consummated in 2022 (the “Business Combination”)\nqualify for equity accounting treatment. For further detail on the Company’s warrants (public and private), refer to Note 15 -\nStockholders’ Equity.\n\n \n\n*Foreign\nCurrency Forward Contracts* –The Company is exposed to foreign currency exchange rate fluctuations in the normal course of its\nbusiness, which the Company at times manages through the use of foreign currency forward contracts. The Company has entered into foreign\ncurrency forward contracts and accounts for these instruments in accordance with ASC Topic 815, “Derivatives and Hedging,”\nwhich establishes accounting and reporting standards requiring that derivative instruments be recorded on the balance sheet as either\nan asset or liability measured at fair value. The Company’s foreign currency contracts are not designated as hedging instruments\nunder ASC 815; accordingly, changes in the fair value are recorded in current period earnings. For more information, refer to Note 13\n- Foreign currency forward contracts.\n\n \n\n*Fair\nValue Measurements*– The Company follows the guidance in ASC 820, “Fair Value Measurement,” for its financial assets\nand liabilities that are re-measured and reported at fair value at each reporting period. The fair value of the Company’s financial\nassets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale\nof the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the\nmeasurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of\nobservable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions\nabout how market participants would price assets and liabilities).\n\n \n\nThe\nfollowing fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used\nto value the assets and liabilities:\n\n \n\n-Level\n1: Quoted prices in active markets for identical assets or liabilities. An active market\nfor an asset or liability is a market in which transactions for the asset or liability occur\nwith sufficient frequency and volume to provide pricing information on an ongoing basis.\n\n \n\nF-12\n\n \n\n \n\n**FORAFRIC\nGLOBAL PLC AND SUBSIDIARIES**\n\n**NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS**\n\n**(Continued)**\n\n \n\n-Level\n2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted\nprices in active markets for similar assets or liabilities and quoted prices for identical\nassets or liabilities in markets that are not active.\n\n \n\n-Level\n3: Unobservable inputs based on our assessment of the assumptions that market participants\nwould use in pricing the asset or liability.\n\n \n\nThe\nCompany’s financial instruments include cash equivalents, accounts receivable from customers, other receivables, prepaid expenses\nand other current assets, accounts payable and accrued liabilities, all of which are typically short-term in nature. The Company believes\nthat the carrying amounts of these financial instruments reasonably approximate their fair values due to their short-term nature.\n\n \n\nThe\nCompany measured the derivative liability / asset related to foreign currency forward contracts at fair value on a recurring basis. Refer\nto Note 13 – Foreign currency forward contracts.\n\n \n\nThe\nCompany measured the contingent consideration liability at fair value on a recurring basis.\n\n \n\n*Non-Controlling\nInterests* – Non-controlling interests on the consolidated statements of operations and comprehensive loss represent the portion\nof a majority-owned subsidiary’s net income or loss that is attributed by non-controlling stockholders. Non-controlling interests\non the consolidated balance sheets represent the portion of equity in a consolidated subsidiary owned by non-controlling stockholders.\n\n* *\n\n*Assets\nand liabilities held for sale and discontinued operations –*The Company classifies disposal groups as held for sale if their\ncarrying amounts will be recovered principally through a sale transaction rather than through continuing use. Disposal groups classified\nas held for sale are measured at the lower of their carrying amount and fair value less costs to sell.\n\n \n\nThe\ncriteria for held for sale classification is regarded as met only when the sale is highly probable, and the asset or disposal group is\navailable for immediate sale in its present condition. Actions required to complete the sale should indicate that it is unlikely that\nsignificant changes to the sale will be made or that the decision to sell will be withdrawn. Management must be committed to the plan\nto sell the asset, and the sale expected to be completed within one year from the date of the classification except if events or circumstances\nbeyond the Company’s control extend the period of time required to sell the asset or disposal group beyond one year; the asset\nor disposal group is being actively marketed for sale at a price that is reasonable in relation to its current fair value; and actions\nrequired to complete the plan to sell have been initiated.\n\n \n\nAssets\nand liabilities classified as held for sale are presented separately in the Consolidated Balance Sheets. Discontinued operations are\nexcluded from the results of continuing operations and are presented as a single amount as profit or loss after tax from discontinued\noperations in the statement of profit or loss only if they represent a strategic shift. The revenue and expenses included in the results\nof discontinued operations are the revenue and direct operating expenses incurred by the discontinued component that may be reasonably\nsegregated from the revenue and costs of the ongoing operations of the Company. Refer to Note 21 – Assets and liabilities held\nfor sale and discontinued operations for further information.\n\n \n\n*Liquidity\nand going concern* - In connection with the preparation of the consolidated financial statements for the year ending December 31,\n2025, management has evaluated the company’s ability to continue as a going concern. Based on current financial conditions, the\ncompany has incurred significant operating losses in recent periods, and its cash flow projections indicate that it may not have sufficient\nliquidity to meet its obligations over the next twelve months.\n\n \n\nManagement\nis actively pursuing several potential sources of additional financing, including negotiations with investors and financial institutions,\nas well as exploring cost-reduction initiatives and the potential sale or strategic restructuring of certain assets. As part of these\ninitiatives, the Company completed the sale of a wholly owned subsidiary engaged in logistics activities in August 2025 for proceeds\nof $8,286, and the sale of long-term assets related to a durum wheat milling operation in March 2026 for proceeds of $18,733.\n\n \n\nThese\nconditions, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements\nhave been prepared assuming the Company will continue as a going concern, but if the Company is unable to secure additional financing\nor otherwise resolve these uncertainties, it may be unable to realize its assets and discharge its liabilities in the normal course of\nbusiness.\n\n \n\nF-13\n\n \n\n \n\n**FORAFRIC\nGLOBAL PLC AND SUBSIDIARIES**\n\n**NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS**\n\n**(Continued)**\n\n \n\n**3.****RECENT\nACCOUNTING PRONOUNCEMENTS**\n\n** **\n\nIn\nDecember 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”),\nwhich enhances the transparency and decision usefulness of income tax disclosures by requiring; (1) consistent categories and greater\ndisaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. It also includes certain\nother amendments to improve the effectiveness of income tax disclosures. For public business entities, the standard is effective for\nannual periods beginning after December 15, 2024. The Company adopted ASU 2023-09 prospectively for the year ended December 31, 2025.\nSee Note 14 — Income Taxes. Since this new ASU addresses only disclosures, its adoption did not have any effect on the Company’s\nfinancial position, results of operations, or cash flows.\n\n \n\nIn\nNovember 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic\n220-40): Disaggregation of Income Statement Expenses, requiring public entities to disclose additional information about specific expense\ncategories in the notes to the financial statements on an interim and annual basis. ASU 2024-03 is effective for fiscal years beginning\nafter December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently\nevaluating the impact of adopting this standard on its consolidated financial statements.\n\n \n\nIn\nJuly 2025, the FASB issued ASU No. 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts\nReceivable and Contract Assets. ASU No. 2025-05 provides a practical expedient that permits an entity to assume that current economic\nconditions as of the balance sheet date do not change for the remaining life of the asset. Further, the ASU allows an entity, other than\na public business entity, that elects the practical expedient to make an accounting policy election to consider collection activity after\nthe balance sheet date when estimating expected credit losses. ASU 2025-05 is effective for the Company for annual periods beginning\nafter December 15, 2025. The ASU is applied prospectively and early adoption is permitted. The Company is currently evaluating the impact\nof adopting this standard on its consolidated financial statements.\n\n \n\nIn\nDecember 2025, the FASB issued ASU No. 2025-10, Government Grants (Topic 832). ASU No. 2025-10 establishes guidance on the recognition,\nmeasurement, and presentation of government grants received by business entities. The guidance is effective for public business entities\nin annual periods beginning after December 15, 2028 (including interim periods within) and one year later for all other entities, with\nearly adoption permitted. The Company is currently evaluating the impact of adopting this standard on its consolidated financial statements.\n\n \n\nOn\nDecember 8, 2025, the FASB issued ASU 2025-11 to clarify the current interim disclosure requirements and the applicability of ASC 270\n— “Interim Reporting” (“ASC 270”). The ASU creates a comprehensive list of interim disclosures in ASC 270\nthat are required in interim financial statements and the accompanying notes under GAAP. It also incorporates a disclosure principle\nrequiring entities to disclose in interim periods events and changes that occur after the end of the most recent annual reporting period\nthat have a material impact on the entity. ASU 2025-11 also clarifies that SEC registrants are required to refer to existing SEC guidance,\nsuch as Rule 10-01 of Regulation S-X, since those rules provide form and content requirements for condensed financial statements. ASU\n2025-11 will be effective for interim and annual reporting periods beginning after 2027, which will be first quarter of fiscal 2028 for\nthe Company. Early adoption is permitted, and the guidance can be applied prospectively or retrospectively. Since ASU 2025-11 is disclosure-related\nonly, its adoption is not expected to have an effect on the Company’s financial position, results of operations, or cash flows.\nThe Company is currently evaluating the disclosure guidance in ASU 2025-11 to determine if any new or amended disclosures will be required\nupon adoption.\n\n \n\nOther\nthan as described above, no accounting pronouncements issued or effective during the year ended December 31, 2025, has had or is expected\nto have a material impact on the consolidated financial statements.\n\n \n\n**4.****LEASES**\n\n** **\n\nThe\nCompany has operating leases for real estate and vehicles. The Company has finance leases for equipment and construction land space.\nLeases are classified as finance leases because ownership of the underlying assets transfers at the end the lease term. Remaining lease\nterms for these leases range from less than one year to nine years.\n\n \n\nThe\nCompany does not record leases with a term of 12 months or less on the balance sheet.\n\n \n\nF-14\n\n \n\n \n\n**FORAFRIC\nGLOBAL PLC AND SUBSIDIARIES**\n\n**NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS**\n\n**(Continued)**\n\n \n\nSupplemental\nbalance sheet information related to leases was as follows:\n\n SCHEDULE\nOF BALANCE SHEET CLASSIFICATION\n\n  \nBalance Sheet \nDecember 31, \n\n  \nClassification \n2025  \n2024 \n\n \n  \n(in thousands) \n\nAssets \n  \n  \n\nOperating leases \nRight-of-use assets \n$6,624  \n$6,931 \n\nFinance leases \nRight-of-use assets \n 9,703  \n 9,252 \n\nTotal assets \n  \n$16,327  \n$16,183 \n\n  \n  \n    \n   \n\nLiabilities \n  \n    \n   \n\nCurrent liabilities \n  \n    \n   \n\nOperating leases \nCurrent portion of long-term debt \n$713  \n$635 \n\nFinance leases \nCurrent portion of long-term debt \n 73  \n 390 \n\nTotal current liabilities \n  \n 786  \n 1,025 \n\nNoncurrent liabilities \n  \n    \n   \n\nOperating leases \nLong-term debt \n 5,515  \n 5,893 \n\nFinance leases \nLong-term debt \n 75  \n 182 \n\nTotal noncurrent liabilities \n  \n 5,590  \n 6,075 \n\nTotal liabilities \n  \n$6,376  \n$7,100 \n\n \n\nRight-of-use\nassets and their corresponding lease liabilities are measured and recognized based on the present value of the future minimum lease payments\nover the lease term at the commencement date.\n\n \n\n*Discount\nRates*\n\n* *\n\nFor\nthe majority of its leases, the Company uses the rate implicit in the lease. For leases without an implicit rate, the Company uses its\nincremental borrowing rate based on the information available at the commencement date in determining the present value of future payments\nfor those leases.\n\n \n\nThe\nweighted-average discount rates for the Company’s leases were as follows:\n\n SCHEDULE\nOF WEIGHTED AVERAGE DISCOUNT RATES OF LEASES\n\n  \nDecember 31,\n\n  \n2025  \n2024 \n\nOperating leases \n5.2% \n 5.2%\n\nFinance leases \n6.6% \n 7.0%\n\n \n\n*Lease\nPayments*\n\n* *\n\nThe\nCompany includes lease payments under options to extend or terminate the lease in the measurement of the right-of-use asset and lease\nliability when it is reasonably certain that it will exercise such options. Fixed lease costs represent the explicitly quantified lease\npayments prescribed by the lease agreement and are included in the measurement of the right-of-use asset and corresponding lease liability.\n\n \n\nThe\nweighted-average remaining lease term of the Company’s leases were as follows:\n\n SCHEDULE\nOF WEIGHTED AVERAGE REMAINING LEASE TERM\n\n  \nDecember 31,\n\n  \n2025 \n2024\n \n\nOperating leases \n 8.8 years \n 9.5 years \n\nFinance leases \n 0.9 years \n 0.5 years \n\n \n\nF-15\n\n \n\n \n\n**FORAFRIC\nGLOBAL PLC AND SUBSIDIARIES**\n\n**NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS**\n\n**(Continued)**\n\n \n\nThe\ncomponents of lease expense for the year ended December 31, 2025, 2024, and 2023 were as follows:\n\n SCHEDULE\nOF LEASE EXPENSE\n\n  \n2025  \n2024  \n2023 \n\n  \nDecember 31, \n\n  \n2025  \n2024  \n2023 \n\n  \n(in thousands) \n\nOperating lease cost \n$795  \n$810  \n$581 \n\nFinance lease cost: \n    \n    \n   \n\nAmortization of right-of-use assets \n 521  \n 543  \n 478 \n\nInterest on lease liabilities \n 24  \n 81  \n 156 \n\nTotal lease cost \n$1,340  \n$1,434  \n$1,215 \n\n \n\nAs\nof December 31, 2025, future maturities of lease liabilities were as follows:\n\nSCHEDULE\nOF FUTURE OF LEASE LIABILITIES\n\n  \nOperating Leases  \nFinance Leases \n\n  \n(in thousands) \n\n2026 \n 1,072  \n 115 \n\n2027 \n 1,004  \n 84 \n\n2028 \n 967  \n 40 \n\n2029 \n 901  \n - \n\n2030 \n 778  \n - \n\nThereafter \n 3,394  \n - \n\nTotal lease payments \n 8,116  \n 239 \n\nLess: Interest \n (1,888) \n (91)\n\nPresent value of lease liabilities \n$6,228  \n$148 \n\n \n\nOther\ninformation related to leases for the year ended December 31, 2025, 2024, and 2023 were as follows:\n\n SCHEDULE\nOF OTHER INFORMATION RELATED TO LEASES\n\n  \n2025  \n2024  \n2023 \n\n  \nDecember 31, \n\n  \n2025  \n2024  \n2023 \n\n  \n(in thousands) \n\nCash paid for amounts included in the measurement of lease liabilities: \n    \n    \n   \n\nOperating cash flows used for operating leases \n$795  \n$810  \n$581 \n\nOperating cash flows used for finance leases \n$521  \n$543  \n$478 \n\nFinancing cash flows used for finance leases \n$24  \n$81  \n$156 \n\n \n\n \n\n**5.****ACCOUNTS\nRECEIVABLE, NET**\n\n** **\n\nThe\ngross and realizable value of accounts receivable are detailed as follows:\n\n SCHEDULE\nOF ACCOUNT RECEIVABLES\n\n  \n2025  \n2024 \n\n  \nDecember 31, \n\n  \n2025  \n2024 \n\n  \n(in thousands) \n\nAccounts receivable \n$26,533  \n$33,544 \n\nAllowance for credit losses \n (12,570) \n (15,567)\n\nTotal \n$13,963  \n$17,977 \n\n \n\nF-16\n\n \n\n \n\n**FORAFRIC\nGLOBAL PLC AND SUBSIDIARIES**\n\n**NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS**\n\n**(Continued)**\n\n \n\nChanges\nin allowances for estimated credit losses consisted of:\n\n SCHEDULE\nOF CHANGES IN ALLOWANCES FOR ESTIMATED CREDIT LOSSES\n\n  \nAllowance for \n\n  \nEstimated Credit Losses \n\n  \n(in thousands) \n\nBalance at December 31, 2023 \n$(14,979)\n\nCurrent period provision for expected credit losses \n (895)\n\nForeign currency exchange adjustments \n 307 \n\nBalance at December 31, 2024 \n$(15,567)\n\nCurrent period provision for expected credit losses \n (696)\n\nWrite-offs \n 5,763 \n\nDeconsolidation \n (488)\n\nForeign currency exchange adjustments \n (1,582)\n\nBalance at December 31, 2025 \n$(12,570)\n\n \n\n \n\n**6.****PREPAID\nEXPENSES AND OTHER CURRENT ASSETS**\n\n** **\n\nPrepaid\nexpenses and other current assets consist of:\n\n SCHEDULE\nOF PREPAID EXPENSE AND OTHER CURRENT ASSETS\n\n  \n2025  \n2024 \n\n  \nDecember 31, \n\n  \n2025  \n2024 \n\n  \n(in thousands) \n\nValue-added tax receivable \n$2,190  \n$1,614 \n\nPrepaid income taxes \n 2,541  \n 4,476 \n\nAdvances to suppliers \n 3,459  \n 3,515 \n\nPrepaid expenses \n 340  \n 485 \n\nOther current assets \n 712  \n 1,390 \n\nTotal \n$9,242  \n$11,480 \n\n \n\n** **\n\n**7.****INVENTORIES**\n\n** **\n\nInventories\nare detailed as follows:\n\n SCHEDULE\nOF INVENTORIES\n\n  \n2025  \n2024 \n\n  \nDecember 31, \n\n  \n2025  \n2024 \n\n  \n(in thousands) \n\nMerchandise \n$24  \n$847 \n\nRaw materials and consumable supplies \n 9,445  \n 12,819 \n\nFinished goods \n 4,609  \n 1,558 \n\nTotal \n$14,078  \n$15,224 \n\n \n\nThe\nCompany has no inventory reserves as of December 31, 2025, and 2024.\n\n \n\n**8.****PROPERTY,\nPLANT AND EQUIPMENT, NET**\n\n** **\n\n**SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT, NET **\n\n  \n2025  \n2024 \n\n  \nDecember 31, \n\n  \n2025  \n2024 \n\n  \n(in thousands) \n\nLand \n$25,322  \n$22,857 \n\nBuildings \n 59,710  \n 54,026 \n\nMachinery and equipment \n 67,519  \n 60,498 \n\nAssets in progress \n 6,688  \n 6,661 \n\nOthers \n 5,667  \n 5,036 \n\nTotal \n 164,906  \n 149,078 \n\nLess accumulated depreciation \n (57,159) \n (47,433)\n\nTotal \n$107,747  \n$101,645 \n\n \n\nDepreciation\nexpense was $4,793 and $4,338 for the years ended December 31, 2025, and 2024, respectively.\n\n \n\nF-17\n\n \n\n \n\n**FORAFRIC\nGLOBAL PLC AND SUBSIDIARIES**\n\n**NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS**\n\n**(Continued)**\n\n \n\n**9.****GOODWILL\nAND OTHER INTANGIBLE ASSETS**\n\n** **\n\nChanges\nin the carrying amount of goodwill allocated to its reporting units for the year ended December 31, 2025, and 2024 are as follows:\n\n SCHEDULE\nOF GOODWILL\n\n  \nSoft  \nDurum  \nCouscous  \n  \n\n  \nWheat  \nWheat  \nand Pasta  \nTotal \n\n  \n(in thousands) \n\nBalance at December 31, 2023 \n$33,151  \n$2,411  \n$8,449  \n$44,011 \n\nForeign currency exchange adjustments \n (890) \n (52) \n (183) \n (1,125)\n\nBalance at December 31, 2024 \n$32,261  \n$2,359  \n$8,266  \n$42,886 \n\nImpairment \n -  \n (1,020) \n -  \n \n(1,020\n)\n\nForeign currency exchange adjustments \n 3,574  \n 229  \n 890  \n 4,693 \n\nBalance at December 31, 2025 \n$35,835  \n$1,568  \n$9,156  \n$46,559 \n\n \n\nThe\nCompany performed its annual goodwill impairment assessment as of December 31, 2024, which did not result in the recognition of any impairment\nlosses. During the six months ended June 30, 2025, the Company identified triggering events related to the Durum reporting unit, primarily\ndue to delays in achieving the forecasted projections supporting the reporting unit’s original business plan. As a result, the\nCompany performed a quantitative goodwill impairment assessment using an income approach (discounted cash flow) and recognized a goodwill\nimpairment charge of approximately $1,020.\n\n \n\nAs\nof December 31, 2025, the Company elected to bypass the optional qualitative goodwill impairment assessment and proceeded directly\nto a quantitative goodwill impairment test for all reporting units. The Company then performed a quantitative assessment utilizing a\ncombination of income and market approaches to estimate the fair value of its reporting units. The analysis incorporated updated\nforecasts of future operating performance, including revenue growth assumptions, as well as market-based valuation inputs derived\nfrom comparable companies. The Company also considered a subsequent sales transaction entered into after year-end, which remained\nsubject to final closing conditions as of the report date, as an indicator of fair value under the market approach. Additionally, as\nof December 31, 2025, the Company determined that the carrying values of its Durum Wheat reporting unit was negative. Based on the\nanalysis performed, no additional goodwill impairment was recognized.\n\n \n\nChanges\nin the carrying amount of intangible assets for the year ended December 31, 2025, and 2024 are as follows:\n\n SCHEDULE\nOF INTANGIBLE ASSETS\n\n  \nTrade  \nCustomer  \nOther  \nIntangible \n\n  \nnames  \nrelationships  \nintangibles  \nAssets \n\n  \n(in thousands) \n\nBalance at December 31, 2023 \n$967  \n$1,775  \n$1,906  \n$4,648 \n\nAcquisitions \n -  \n -  \n 283  \n 283 \n\nAmortization \n -  \n (93) \n (259) \n (352)\n\nForeign currency exchange adjustments \n (47) \n (89) \n (39) \n (175)\n\nBalance at December 31, 2024 \n$920  \n$1,593  \n$1,891  \n$4,404 \n\nAcquisitions \n -  \n -  \n 449  \n 449 \n\nAmortization \n -  \n (97) \n (367) \n (464)\n\nTransfer \n -  \n -  \n 244  \n 244 \n\nForeign currency exchange adjustments \n 114  \n 197  \n 213  \n 524 \n\nBalance at December 31, 2025 \n$1,034  \n$1,693  \n$2,430  \n$5,157 \n\n \n\nAs\nof December 31, 2025, the weighted-average remaining amortization period for intangibles other than goodwill is 7.1 years and future\nintangible amortization is expected to total the following:\n\n SCHEDULE\nOF FUTURE INTANGIBLE AMORTIZATION\n\n  \n(in thousands) \n\n2026 \n$818 \n\n2027 \n 818 \n\n2028 \n 818 \n\n2029 \n 694 \n\n2030 \n 571 \n\nThereafter \n 404 \n\nTotal amortization \n$4,123 \n\n** **\n\nF-18\n\n \n\n** **\n\n**FORAFRIC\nGLOBAL PLC AND SUBSIDIARIES**\n\n**NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS**\n\n**(Continued)**\n\n** **\n\n**10.****ACCRUED\nEXPENSES**\n\n** **\n\nAccrued\nexpenses consist of:\n\n SCHEDULE\nOF ACCRUED EXPENSES\n\n  \n2025  \n2024 \n\n  \nDecember 31, \n\n  \n2025  \n2024 \n\n  \n(in thousands) \n\nConsideration payable to selling stockholder \n$10,122  \n$9,480 \n\nAccrued government taxes \n 7,751  \n 9,127 \n\nAccrued interest \n 3,778  \n 2,304 \n\nAccrued salaries and benefits \n 709  \n 592 \n\nAccruals to social agencies \n 387  \n 637 \n\nOther accrued expenses \n 987  \n 454 \n\nTotal \n$23,734  \n$22,594 \n\n \n\n** **\n\n**11.****LINES\nOF CREDIT**\n\n** **\n\n*Lines\nof Credit – working capital*\n\n* *\n\nThe\nCompany has entered into unsecured revolving credit agreements with several financial institutions to fund working capital requirements\n(“WC Lines of Credit”). The WC Lines of Credit provide the Company with the ability to borrow funds under consolidated lines\nof credit of up to approximately $50,000. Interest rates range from 5.6% to 13.36%. The WC Lines of Credit renew automatically on an\nannual basis. The Company and certain of its subsidiaries are borrowers under the WC Lines of Credit, and their obligations are cross\nguaranteed by certain other subsidiaries.\n\n \n\n*Lines\nof Credit – wheat inventories*\n\n* *\n\nThe\nCompany has entered into credit agreements with several financial institutions for asset-based credit facilities in order to fund wheat\nraw material purchases (“Wheat Credit Facilities”). The Wheat Credit Facilities provide the ability to borrow funds under\nconsolidated lines of credit of up to approximately $80,828, subject to certain borrowing base criteria. The Wheat Credit Facilities\nare secured by the Company’s inventory. Interest rates range from 2.75% to 7.5% per annum. The Wheat Credit Facilities must be\nrenewed on a semi-annual basis. The Company and certain of its subsidiaries are borrowers under the Wheat Credit Facilities, and their\nobligations are cross guaranteed by certain other subsidiaries.\n\n \n\n*Demand\nLetter*\n\n* *\n\nIn\nDecember 2024, the Company received a demand letter from a lender requesting immediate repayment of two outstanding loan facilities.\nThe demand was issued as a result of a shortfall in the level of inventory pledged as collateral under the terms of the loan agreements.\nA review performed by the lender determined that the pledged inventory had fallen below the required threshold, constituting a breach\nof the collateral coverage terms and triggering a default provision under the agreements.\n\n \n\nThe\noutstanding balance of the loan facilities subject to the demand is $42,000. The Company is currently in active discussions with the\nlender to resolve the matter, which may include reinstating compliance through the provision of additional collateral or refinancing\nthe facility under revised terms.\n\n \n\nAt\nthis time, no assurance can be given regarding the outcome of these negotiations. The Company is evaluating the financial and operational\nimplications of this demand and will take all necessary measures to protect its interests and ensure continuity of operations. Management\nhas assessed the implications of this event and has included the related borrowings as current liabilities as of December 31, 2025.\n\n \n\nF-19\n\n \n\n \n\n**FORAFRIC\nGLOBAL PLC AND SUBSIDIARIES**\n\n**NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS**\n\n**(Continued)**\n\n \n\n**12.****LONG-TERM\nDEBT**\n\n** **\n\nThe\nlong-term debt is presented as follows:\n\n SCHEDULE\nOF LONG TERM DEBT\n\n  \n2025  \n2024 \n\n  \nDecember 31, \n\n  \n2025  \n2024 \n\n  \n(in thousands) \n\nLoans \n$20,018  \n$10,651 \n\nLeases \n 6,376  \n 7,100 \n\nTotal outstanding debt \n 26,394  \n 17,751 \n\nLess current portion \n (8,766) \n (4,635)\n\nTotal long-term debt \n$17,628  \n$13,116 \n\n \n\nThe\nterm loans and other financial liabilities are evaluated according to the amortized cost method using the effective interest rate of\nthe loan. The loan issuance costs and premiums, if any, are determined at inception and are amortized over the useful life of the loan\nvia the effective interest rate.\n\n \n\n*Term\nLoans*\n\n* *\n\nThe\nCompany maintains term loans with several financial institutions (the “Term Loans”). The Term Loans are unsecured and have\nfixed monthly payments ranging from approximately $4 to $107, with annual payments ranging from approximately $83 to $354. Interest on\nthe Term Loans range from 5.5% to 13.36% per annum. The Term Loans mature through 2034.\n\n \n\nDuring\n2025, the Company, through its subsidiaries Cerelis and Finagrain, finalized restructuring arrangements with CIH Bank related to certain\nexisting borrowings. As part of these arrangements, the Company made repayments of outstanding indebtedness and restructured portions\nof the remaining obligations into consolidation term loans. The restructuring package also included the renewal of certain working-capital,\ntrade-finance and guarantee facilities. The consolidation term loans had contractual principal amounts of approximately $4,711 for Cerelis\nand $6,135 for Finagrain, respectively. Each term loan bears interest at approximately 6.8% plus applicable taxes and is repayable in\nquarterly installments beginning June 30, 2025 over an approximate four-year4 term. Separately, the renewed working-capital facilities\nfor Cerelis and Finagrain each had aggregate commitments of approximately $10,955 and were subject to product-specific pricing\nand maturity terms.\n\n \n\nThe\nCompany evaluated the modified borrowing arrangements under ASC 470-50 and concluded that the changes represent modifications of existing\ndebt. Accordingly, no gain or loss was recognized upon the restructurings. For accounting purposes, the modified borrowings continue\nat their pre-modification carrying amounts, with the revised contractual terms reflected prospectively in interest expense. The arrangements\nare supported by a collateral and guarantee package that includes mortgages over certain real property, first-demand guarantees, related\ninsurance assignments and cross-collateralization among certain group obligations.\n\n \n\n*Lease\nObligations*\n\n \n\nThe\nCompany owes $6,376 and $7,100 related to its leases as of December 31, 2025, and 2024, respectively. Lease obligations are payable in\nmonthly installments of principal and interest and are collateralized by the related assets financed. Refer to Note 4 for additional\ninformation regarding the Company’s leases.\n\n \n\nThe\nscheduled maturities of outstanding debt as of December 31, 2025 are as follows:\n\n SCHEDULE\nOF MATURITIES OF OUTSTANDING DEBT\n\n  \n(in thousands) \n\n2026 \n 8,766 \n\n2027 \n 5,646 \n\n2028 \n 4,608 \n\n2029 \n 2,351 \n\n2030 \n 1,303 \n\nThereafter \n 3,720 \n\nTotal outstanding debt \n$26,394 \n\n \n\nF-20\n\n \n\n \n\n**FORAFRIC\nGLOBAL PLC AND SUBSIDIARIES**\n\n**NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS**\n\n**(Continued)**\n\n \n\n**13.****FOREIGN\nCURRENCY FORWARD CONTRACTS**\n\n** **\n\nOur\nglobal operations require active participation in foreign exchange markets. From the beginning of 2023, the Company entered into foreign\ncurrency forward contracts to reduce the risk arising from foreign exchange rate fluctuations.\n\n \n\nWe\ndo not utilize hedge accounting and as such value open foreign currency forward contracts at fair value with the change in unrealized\ngain or loss recorded in “Change in fair value of derivatives and contingent consideration” on the Company’s consolidated\nstatements of operations and comprehensive loss.\n\n \n\nAs\nof December 31, 2025 the Company did not have outstanding foreign currency forward contracts. The Company had 8 foreign currency forward\ncontracts outstanding as of December 31, 2024, with a notional value of $8,540 and €2,020 ($2,098), respectively.\n\n \n\nForeign\ncurrency forward contracts are marked-to-market based on the difference between the forward rate and the exchange rate as of the reporting\nperiod; thus, the Company measures the fair value of these contracts under a Level 2 input.\n\n \n\nThe\nforeign currency forward contract assets totaled $0 and $272, respectively at December 31, 2025 and 2024. The Foreign currency forward\ncontract liabilities totaled $0 and $67, respectively at December 31, 2025 and December 31, 2024. These assets and liabilities are recorded\nwithin prepaid expenses and other current assets, and other liabilities, current, respectively on the consolidated balance sheets.\n\n \n\n**14.****INCOME\nTAXES**\n\n** **\n\nThe\nfollowing table presents the components of the December 31, 2025, 2024 and 2023 provision for income taxes:\n\n SCHEDULE\nOF COMPONENTS OF PROVISION FOR INCOME TAX\n\n  \n2025  \n2024  \n2023 \n\n  \nDecember 31, \n\n  \n2025  \n2024  \n2023 \n\n  \n(in thousands) \n\nCurrent \n$1,697  \n$2,232  \n$1,875 \n\nDeferred \n (314) \n (581) \n (1,286)\n\nTotal income tax expense \n$1,383  \n$1,651  \n$589 \n\n \n\nThe\ncomponents of the Company’s income tax provision were as follows for the periods indicated (in thousands):\n\n \n\n  \n2025  \n2024  \n2023 \n\n  \nDecember 31, \n\n  \n2025  \n2024  \n2023 \n\n  \n(in thousands) \n\nCurrent \n    \n    \n   \n\nMorocco \n$333  \n$769  \n$1,140 \n\nMali \n 1,191  \n 1,815  \n 561 \n\nBurkina Faso \n 173  \n (352) \n 174 \n\nTotal current income tax expense \n$1,697  \n$2,232  \n$1,875 \n\n  \n    \n    \n   \n\nDeferred \n    \n    \n   \n\nMorocco \n$(469) \n$(501) \n$(1,286)\n\nMali \n 40  \n (179) \n - \n\nBurkina Faso \n 115  \n 99  \n - \n\nTotal deferred income tax benefit \n$(314) \n$(581) \n$(1,286)\n\nTotal deferred income tax benefit \n$(314) \n$(581) \n$(1,286)\n\nTotal income tax expense \n$1,383  \n$1,651  \n$589 \n\n \n\nThe\nCompany’s effective tax rate was -13%, -8%, and -5% for the year ended December 31, 2025, 2024 and 2023, respectively. The effective\ntax rate was lower than the Moroccan statutory rate primarily due to unrecognized tax losses and the minimum contribution due to the\nMoroccan tax authorities levied on revenue and other specific income items.\n\n \n\nThe\ncurrent tax expense corresponds to the amounts paid or pending of payment in short-term to the Moroccan tax authorities for the period,\naccording to the Law and Regulations of Morocco. The Company’s filed tax returns from the 2022 through 2025 tax years remain open\nfor examination by the tax authorities under the normal statute of limitations.\n\n \n\nF-21\n\n \n\n \n\n**FORAFRIC\nGLOBAL PLC AND SUBSIDIARIES**\n\n**NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS**\n\n**(Continued)**\n\n \n\nAccording\nto tax legislation in Morocco, companies are taxed on the difference between their trading income and expenditure. Business expenses\nincurred in the operation of the business are generally deductible unless specifically excluded. The Moroccan 2023 Tax Code enacted a\ntax reform by fixing two target rates as follows:\n\n \n\n-20%\nfor companies with a net tax income lower than Moroccan Dirham (“MAD”) 100 million.\n\n \n\n-35%\nfor companies with a net tax income equal to or higher than MAD 100 million.\n\n \n\nAll\nthe group’s entities in Morocco will be progressively subject to the 20% income tax rate.\n\n \n\nCompanies\nin Mali and Burkina are subject to an income tax of 30% and 27.5% respectively.\n\n \n\nFor\nthe year ended December 31, 2025, we adopted ASU 2023-09 prospectively. A reconciliation of income tax expense computed at the Moroccan\nstatutory tax rate to the income tax expense reported in the consolidated statements of operations pursuant to the disclosure requirements\nof ASU 2023-09 for the year ended December 31, 2025 is as follows:\n\n SCHEDULE\nOF RECONCILIATION OF INCOME TAX EXPENSE\n\n  \n    \n   \n\n  \nDecember 31, 2025 \n\n \n**$** \n **%** \n\n  \n    \n   \n\nMoroccan tax at statutory rate \n$(2,145) \n 20.0\n%\n\nForeign tax effects – Mali permanent differences \n 25 \n \n-0.2\n%\n\nForeign tax effects – Mali unrecognized tax losses \n 173  \n -1.6%\n\nForeign tax effects – Mali other local tax effects \n 390 \n -3.6%\n\nMorocco Unrecognized tax losses \n 3,360 \n -31.3%\n\nMorocco change in valuation allowance \n 258  \n -2.4%\n\nMorocco permanent differences \n (678) \n 6.3%\n\nRecalculated tax expense \n$1,383 \n -12.9%\n\n \n\nThe\nreconciliation of income tax expense computed at the Moroccan statutory tax rate to the income tax expense for the years ended December\n31, 2024 and 2023 in accordance with the guidance prior to the adoption of ASU 2023-09 was as follows:\n\n \n\n  \n2024  \n2023 \n\n  \nDecember 31, \n\n  \n2024  \n2023 \n\n  \n(in thousands) \n\nNet loss \n$(23,333) \n$(12,551)\n\nIncome tax benefit for the period \n 1,651  \n 589 \n\nLoss before tax \n (21,682) \n (11,962)\n\nEffective tax rate \n -8% \n -5%\n\nPermanent differences not deductible (taxable) for tax purposes \n (3,421) \n (3,685)\n\nUnrecognized tax losses \n (2,292) \n (695)\n\nOther \n (280) \n 1,408 \n\nRecalculated tax benefit \n$(4,342) \n$(2,383)\n\nStatutory tax rate in Morocco \n 20% \n 20%\n\n  \n\nDuring\nthe years ended December 31, 2025, and 2024, the Company has $55,024 and $40,349, respectively, as cumulative net operating losses of\nwhich $29,776 and $19,262 that begin to expire within four years, respectively.\n\n \n\nIn\nassessing the realizability of these deferred tax assets, management considers whether it is more-likely-than-not that some portion or\nall the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future\ntaxable income in those periods in which temporary differences become deductible and/or net operating loss carryforwards can be utilized.\nThe Company considers the level of historical taxable income, scheduled reversal of temporary differences, tax planning strategies, and\nprojected future taxable income in determining whether a valuation allowance is warranted.\n\n \n\nThe\nCompany maintains a valuation allowance for deferred tax assets that may not be realizable in the future. During the year ended December\n31, 2025, the Company reassessed its deferred tax assets and liabilities, including the valuation allowance, in accordance with ASC 740,\n“Income Taxes.”\n\n \n\nF-22\n\n \n\n \n\n**FORAFRIC\nGLOBAL PLC AND SUBSIDIARIES**\n\n**NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS**\n\n**(Continued)**\n\n \n\nAs\nof each reporting date, we consider existing evidence, both positive and negative, that could impact our view with regard to future realization\nof deferred tax assets. Following the release of the aforementioned valuation allowance, we continue to believe it is more likely than\nnot that the benefit for certain net operating loss carryforwards will not be realized. In recognition of this risk, we continue to provide\na partial valuation allowance on the deferred tax assets relating to these carryforwards in the amount of $7,414 and $4,889 as of December\n31, 2025 and 2024, respectively. These allowance amounts correspond mainly to carryforward losses that are not indefinite,\n\n \n\nFor\nthe year ended December 31, 2025, we adopted ASU 2023-09 prospectively. The amount of cash income taxes paid by the Company were as follows:\n\n \n\n SCHEDULE\nOF CASH PAID FOR INCOME TAXES\n\n  \n 2025 \n\n  \n **(in thousands)** \n\nMorocco \n$\n437\n \n\nMali \n \n595\n \n\nBurkina Faso \n \n70\n \n\nTotal cash income taxes paid \n$1,102 \n\n \n\n**15.** **STOCKHOLDERS’ EQUITY**\n\n** **\n\n**Capital\nstock**\n\n** **\n\n*Preferred\nShares -*The Company is authorized to issue 1,000,000 preferred shares with a par value of $.001 per share. The authorized Preferred\nShares will be available for issuance by the Company’s board of directors (the “Board”) upon the passing of an ordinary resolution of the holders of the ordinary shares.\nThe ordinary resolutions of the stockholders of the Company will stipulate the powers, preferences and relative, participating, optional\nand other rights or special rights, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation\npreferences, as well as any restrictions, of the class of preferred shares as a whole, which has not yet been determined.\n\n* *\n\n*Ordinary\nShares -*The Company is authorized to issue 100,000,000 ordinary shares with a par value of $.001 per share. As of December 31, 2025,\na total of 26,917,597 ordinary shares were issued and outstanding. In the event of the liquidation of the Company, after satisfaction\nof liabilities to creditors, the assets of the Company will be distributed to the holders of the ordinary shares in the Company in proportion\nto their respective shareholdings. This right, as well as the right to receive dividends, may be affected by the grant of preferential\ndividend or distribution rights to the holders of a class of preferred shares with preferential rights that may be authorized by ordinary\nresolution in the future. The holders of ordinary shares have no preemptive or conversion rights or other subscription rights. There\nare no redemption or sinking fund provisions applicable to ordinary shares. The rights, preferences and privileges of holders of\nordinary shares may be subject to those of the holders of any preferred shares the Company may issue in the future.\n\n* *\n\n*Class\nZ non-redeemable and non-convertible ordinary shares* - The Company is authorized to issue 30,000,000 Class Z non-redeemable and non-convertible\nordinary shares (“Class Z Ordinary Shares”) with a par value of $0.001 per share. As of December 31, 2025, and 2024, the\nCompany had zero Class Z Ordinary Shares issued and outstanding.\n\n \n\n**Warrants**\n\n** **\n\n*Public\nWarrants* - There were 11,461,120 public warrants outstanding at December 31, 2025, and 2024. Each public redeemable warrant entitles\nthe registered holder to purchase one ordinary share at a price of $11.50 per share. The Company may call the outstanding public warrants\nfor redemption in whole and not in part, at a price of $0.01 per warrant:\n\n \n\n-at\nany time while the warrants are exercisable;\n\n \n\n-upon\nnot less than 30 days’ prior written notice of redemption to each warrant holder;\n\n \n\n-if,\nand only if, the reported last sale price of the ordinary share equals or exceeds $16.50\nper share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations),\nfor any 20 trading days within a 30-day trading period ending on the third business day prior\nto the notice of redemption to warrant holders, and\n\n \n\n-if,\nand only if, there is a current registration statement in effect with respect to the ordinary\nshare underlying such warrants at the time of redemption and for the entire 30-day trading\nperiod referred to above and continuing each day thereafter until the date of redemption.\n\n \n\nF-23\n\n \n\n \n\n**FORAFRIC\nGLOBAL PLC AND SUBSIDIARIES**\n\n**NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS**\n\n**(Continued)**\n\n \n\nIf\nand when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register\nor qualify the underlying securities for sale under all applicable state securities laws. If the Company calls the public warrants for\nredemption, management will have the option to require all holders that wish to exercise the public warrants to do so on a “cashless\nbasis,” as described in the warrant agreement.\n\n \n\n*Private\nWarrants* - At December 31, 2025, and 2024, there were 4,289,722 private warrants outstanding. Each private warrant entitles the registered\nholder to purchase one ordinary share at a price of $11.50 per share.\n\n \n\n**Stockholder\nEarn-Out Rights**\n\n** **\n\nAs\na part of the Business Combination consideration, the selling stockholder was entitled to receive, as additional consideration,\nand without any action on behalf of the Company or the Company’s stockholders, additional ordinary shares (the “Earnout Shares”),\nto be issued as follows during the period from and after the Closing until the end of calendar year 2024 (A) 500,000 Earnout Shares,\nif, during calendar year 2022, Adjusted EBITDA (as defined in the Business Combination Agreement) of the Company is equal to or greater\nthan $27 million, (B) 500,000 Earnout Shares, if, during calendar year 2023, Adjusted EBITDA of the Company is equal to or greater than\n$33 million, and (C) 1,000,000 Earnout Shares, if, during calendar year 2024, the Buyer Trading Price (as defined in the Business Combination\nAgreement) during the standard market trading hours of a trading day is greater than or equal to $16.50 for any 20 trading days within\nany period of 30 consecutive trading days. As of December 31, 2024, no earn out shares were issued and the rights have expired.\n\n \n\n**16.** **SHARE-BASED COMPENSATION**\n\n** **\n\nIn\nconnection with the Business Combination, the stockholders of the Company considered and approved the Forafric 2022 Long Term Employee\nShare Incentive Plan (the “Equity Incentive Plan”) which provides for the grant of awards, consisting of nominal cost options\nor phantom options to employees, directors and consultants of the Company or any of its subsidiaries. The maximum number of shares which\nmay be the subject of awards under the Equity Incentive Plan may not exceed 10% of the issued share capital of the Company from time\nto time and the maximum number of shares reserved and available for issuance shall not exceed 2,645,684. No award can be exercised after\nthe tenth anniversary of the date of grant. With the exception of certain special circumstances, an award can only be exercised while\nthe award holder is employed or engaged by the Company or any of its subsidiaries. Subject to certain provisions, a vested award may\nbe exercised in whole or in part at any time after its date of grant.\n\n \n\nThe\nfollowing table summarizes all stock option activity for the year ended December 31, 2025:\n\nSCHEDULE\nOF STOCK OPTION ACTIVITY\n\n  \nStock Options  \nWeighted Average Exercise Price  \nWeighted Average Remaining Contractual Term (years)  \nAggregate Intrinsic Value (thousands) \n\nOutstanding at December 31, 2024 \n 64,705  \n$0.001  \n 8.38  \n$663 \n\nGranted \n -  \n -  \n -  \n - \n\nExercised \n -  \n -  \n -  \n - \n\nForfeited/Expired \n -  \n -  \n -  \n - \n\nOutstanding at December 31, 2025 \n 64,705  \n$0.001  \n 7.38  \n$714 \n\nExercisable at December 31, 2025 \n -  \n$-  \n -\n0  \n$- \n\n \n\nThe\nweighted-average grant-date fair value of options was $10.99.\n\n \n\nAs\nof December 31, 2025, all the compensation expense associated with the stock options has been recognized.\n\n \n\nThe\ngrant date fair value of the stock options was estimated using the following assumptions:\n\nSCHEDULE\nOF STOCK OPTIONS VALUATION ASSUMPTIONS\n\nExpected term \n  5 years  \n\nVolatility \n 62.39%\n\nExpected dividend yield \n 0.00%\n\nAnnual Risk Free Rate \n 3.52%\n\n \n\nF-24\n\n \n\n \n\n**FORAFRIC\nGLOBAL PLC AND SUBSIDIARIES**\n\n**NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS**\n\n**(Continued)**\n\n \n\nThe\nfollowing table summarizes the phantom option activity for the year ended December 31, 2025:\n\nSCHEDULE\nOF STOCK OPTION ACTIVITY \n\n  \nPhantom Options  \nWeighted Average Exercise Price  \nWeighted Average Remaining Contractual Term (years)  \nAggregate Intrinsic Value (thousands) \n\nOutstanding at December 31, 2024 \n 57,313  \n$0.001  \n 8.45  \n$587 \n\nGranted \n -  \n -  \n -  \n - \n\nExercised \n -  \n -  \n -  \n - \n\nForfeited/Expired \n (40,672) \n 0.001  \n 8.45  \n (417)\n\nOutstanding at December 31, 2025 \n 16,641  \n$0.001  \n 7.45  \n$184 \n\nExercisable at December 31, 2025 \n -  \n$-  \n - 0  \n$- \n\n \n\nThe\nweighted-average fair value of the phantom stock options for the year ended December 31, 2025, was $11.03. The liability for outstanding\nphantom stock options as of December 31, 2025 was $184 and is included in other liabilities in the consolidated balance sheet.\n\n \n\nAs\nof December 31, 2025, all the compensation expense associated with the phantom options has been recognized.\n\n \n\nThe\nfair value of the phantom options at December 31, 2025 was estimated using the following assumptions:\n\nSCHEDULE\nOF STOCK OPTIONS VALUATION ASSUMPTIONS \n\nExpected term \n5 years \n\nVolatility \n 54.45%\n\nExpected dividend yield \n 0.00%\n\nAnnual Risk Free Rate \n 3.47%\n\n \n\nIn\naddition to the equity incentive plan discussed above, the Company entered into a Director Service Agreement, on November 2, 2022 (the\n“Director Agreements”). The Director Agreements stipulate that each director shall receive that number of shares of the Company’s\ncommon stock equal to $25, based on the market price of the Common Stock, on June 9, 2022 (the “Commencement Date”) and on\neach anniversary of the Commencement Date. As of December 31, 2025, the total compensation expense associated with the Director Service\nAgreement is $435.\n\n \n\n**17.** **EARNINGS PER SHARE**\n\n** **\n\nBasic\nearnings per share is computed by dividing net income (loss) by the number of weighted average ordinary shares outstanding during the\nreporting period. The Company’s weighted average number of shares outstanding used in calculating earnings per share are 26,902,820\nand 26,884,238 and 26,879,159 for the years ended December 31, 2025, 2024 and 2023, respectively. Because there was no activity to cause\ndilution in the weighted average ordinary shares, basic and diluted earnings per share are disclosed together in each of the reporting\nperiods.\n\n \n\nThe\ncomputation of diluted loss per share excludes the effect of earnout and option shares and warrants to purchase the Company’s shares\nbecause their inclusion would be anti-dilutive.\n\n \n\n**18.** **COMMITMENTS AND CONTINGENCIES**\n\n** **\n\nThe\nCompany entered into a five-year supply agreement with Millcorp Geneva SA (“Millcorp”), pursuant to which the Company is\nobligated to obtain at least 80% of the Company’s annual requirements of common wheat, durum wheat, or any other cereal, from Millcorp.\nThe agreement expired on March 31, 2026, and will not be renewed. The purchases incurred were $38,412, $67,042, and $ 147,284 for the\nyears ended December 31, 2025, 2024 and 2023, respectively.\n\n \n\nThe\nCompany has commitments with banks to finance its operating activities. The Company has provided collateral and mortgages to banks of\n$38,756 As of December 31, 2025.\n\n \n\nFrom\ntime to time the Company is involved in litigation incidental to the conduct of its business. These matters may relate to employment\nand labor claims, patent and intellectual property claims, claims of alleged non-compliance with contract provisions and claims related\nto alleged violations of laws and regulations. When applicable, the Company records accruals for contingencies when it is probable that\na liability will be incurred, and the amount of loss can be reasonably estimated. Defense costs are expensed as incurred and are included\nin professional fees. While the outcome of lawsuits and other proceedings against the Company cannot be predicted with certainty, in\nthe opinion of management, individually or in the aggregate, no such lawsuits and other proceedings had or are expected to have a material\neffect on the consolidated financial statements at December 31, 2025.\n\n \n\nF-25\n\n \n\n \n\n**FORAFRIC\nGLOBAL PLC AND SUBSIDIARIES**\n\n**NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS**\n\n**(Continued)**\n\n \n\n**19.** **SEGMENT INFORMATION**\n\n** **\n\nThe\nCompany manages operations on a company-wide basis, thereby making determinations as to the allocation of resources in total rather than\non a segment-level basis. The Company has designated reportable segments based on how management views its business. The Company does\nnot segregate assets between segments for internal reporting. Therefore, asset-related information has not been presented. The reportable\nsegments, as presented below, are consistent with the way the Company reports its results to the chief operating decision maker (“CODM”).\nManagement determined that the Company’s Chief Executive Officer (“CEO”), is ultimately responsible for allocating resources and assessing the performance\nof the Company. As such, the CEO is the CODM in accordance with ASC 280-10-50-5.\n\n \n\nThe\nprincipal products that comprise each segment are as follows:\n\n \n\n*Soft\nWheat* – The Soft Wheat segment includes the production and sale of soft wheat yielding flour that is used to make desserts\nand sauces.\n\n* *\n\n*Durum\nWheat* - The Durum Wheat segment includes the production and sale of hard wheat yielding flour that is used to make pasta.\n\n \n\n*Couscous\nand Pasta* – The Couscous and Pasta segment includes the secondary processing of products including couscous and pasta sold\nto end customers.\n\n \n\nThe\n“all other” category includes activities and items not allocated to reportable segments, such as non-operating entities,\nnon-significant activities and centrally incurred corporate overhead expenses.\n\n \n\nThe\nCompany evaluates the performance of its segments based on sales, cost of sales and operating income. Operating income (loss) is defined\nas gross profit less sales & marketing costs, direct selling, general, and administrative expenses, and other operating expenses.\nThe amounts in the following tables are obtained from reports used by senior management and do not include income taxes.\n\n \n\nF-26\n\n \n\n \n\n**FORAFRIC\nGLOBAL PLC AND SUBSIDIARIES**\n\n**NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS**\n\n**(Continued)**\n\n \n\nFinancial\ninformation relating to the Company’s reportable segments is as follows:\n\nSCHEDULE OF COMPANY REPORTABLE SEGMENTS\n\n  \n2025  \n2024  \n2023 \n\n  \nDecember 31, \n\n  \n2025  \n2024  \n2023 \n\n \n(in thousands) \n\nSales to external customers: \n  \n\nSoft Wheat \n$150,136  \n$215,090  \n$218,761 \n\nDurum Wheat \n 6,238  \n 27,418  \n 48,233 \n\nCouscous & Pasta \n 17,397  \n 27,021  \n 31,410 \n\nAll other \n 2,717  \n 4,694  \n 3,550 \n\nTotal \n$176,488  \n$274,223  \n$301,954 \n\nSales to external customers, Total \n$176,488  \n$274,223  \n$301,954 \n\nCost of sales (1) \n    \n    \n   \n\nSoft Wheat (1) \n$(134,749) \n$(194,492) \n$(194,453)\n\nDurum Wheat (1) \n (6,923) \n (29,150) \n (47,465)\n\nCouscous & Pasta (1) \n (13,912) \n (19,397) \n (28,649)\n\nAll other (1) \n (2,507) \n (3,852) \n (2,850)\n\nTotal (1) \n$(158,091) \n$(246,891) \n$(273,417)\n\nCost of sales, Total (1) \n$(158,091) \n$(246,891) \n$(273,417)\n\nGross profit \n    \n    \n   \n\nSoft Wheat \n$15,387  \n$20,598  \n$24,308 \n\nDurum Wheat \n (685) \n (1,732) \n 768 \n\nCouscous & Pasta \n 3,485  \n 7,624  \n 2,761 \n\nAll other \n 210  \n 842  \n 700 \n\nTotal \n$18,397  \n$27,332  \n$28,537 \n\nGross profit, Total \n$18,397  \n$27,332  \n$28,537 \n\nSelling, general and administrative expenses (2) \n    \n    \n   \n\nSoft Wheat (2) \n$(13,009) \n$(21,806) \n$(22,020)\n\nDurum Wheat (2) \n (1,753) \n (264) \n (332)\n\nCouscous & Pasta (2) \n (1,348) \n (9,236) \n (1,095)\n\nAll other (2) \n (5,842) \n (3,787) \n (3,848)\n\nTotal (2) \n$(21,952) \n$(35,093) \n$(27,295)\n\nSelling, general and administrative expenses, Total (2) \n$(21,952) \n$(35,093) \n$(27,295)\n\nOperating income (loss) \n    \n    \n   \n\nSoft Wheat \n$2,378  \n$(1,208) \n$2,288 \n\nDurum Wheat \n (2,438) \n (1,996) \n 436 \n\nCouscous & Pasta \n 2,137  \n (1,612) \n 1,666 \n\nAll other \n (5,632) \n (2,945) \n (3,148)\n\nTotal \n$(3,555) \n$(7,761) \n$1,242 \n\nOperating (loss) income, Total \n$(3,555) \n$(7,761) \n$1,242 \n\n \n\n(1)Primarily\nincludes purchases of inventory, packaging, and other sales costs.\n\n \n\n(2)Primarily\nincludes payroll costs, transportation fees, professional fees, and other selling, general,\nand administrative costs.\n\n \n\n*Geographic\nInformation* — The Company had net sales from customers outside of Morocco of approximately 32.5% (20.9% in Mali, 10% in Burkina\nand 1.6% in other countries) and 18.5% of total consolidated net sales from operations for the years ended December 31, 2025, and 2024,\nrespectively. Net sales are determined based on the customer destination where the products are shipped.\n\n \n\nLong-lived\nassets consist of net property, plant, and equipment. The geographic location of long-lived assets is as follows:\n\nSCHEDULE OF LONG-LIVED ASSETS NET PROPERTY, PLANT AND EQUIPMENT\n\n  \n2025  \n2024 \n\n  \nDecember 31, \n\n  \n2025  \n2024 \n\n  \n(in thousands) \n\nMorocco \n$86,981  \n$82,391 \n\nBurkina \n 9,269  \n 8,269 \n\nMali \n 7,049  \n 6,508 \n\nAngola \n 3,997  \n 4,016 \n\nOther \n 451  \n 461 \n\nTotal \n$107,747  \n$101,645 \n\n \n\nF-27\n\n \n\n \n\n**FORAFRIC\nGLOBAL PLC AND SUBSIDIARIES**\n\n**NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS**\n\n**(Continued)**\n\n \n\n**20.** **RELATED PARTIES**\n\n** **\n\nThe\nfollowing discussion summarizes activity between the Company and related parties.\n\n \n\nMillcorp\nprovides significant part of the imported grain to the Company. The purchases incurred were $38,412, $67,042 and $147,284 for the years\nended December 31, 2025, 2024 and 2023, respectively. The Company has outstanding amounts of $11,236 and $5,545 included in the\naccount payable due to Millcorp as of December 31, 2025 and 2024, respectively.\n\n \n\nThe\nCompany grants share-based payments to non-executive members of its Board in exchange for directors’ services. For\nthe year ended December 31, 2025, the share-based compensation expense recognized was $125.\n\n \n\nThe\nCompany’s amounts due from related parties were $949 and $1,195 as of December 31, 2025, and 2024, respectively.\n\n \n\nThe\nCompany’s loans from related parties were $2,175 and $7,715 as of December 31, 2025, and 2024, respectively.\n\n \n\nMoreover,\nthe Company owed Lighthouse Capital Limited (“Lighthouse Capital”) $8,000\nas part of the consideration for the Business Combination with interest accruing at the\nrate of 8%\nper annum from June 8, 2022. The total outstanding consideration payable to Lighthouse Capital amounts to $10,122,\nand $9,480\nfor the years ended December 31, 2025, and 2024, respectively. These amounts are recorded within accrued expenses.\n\n \n\n**Transactions\nBetween Entities Under Common Control**\n\n** **\n\nOn\nJune 30, 2025, the Company sold partial ownership interests in two majority owned subsidiaries, and one non-consolidated equity method\ninvestee, to a related-party entity under common control. The total consideration of this transaction was $15,691. The sales qualified\nas transactions between entities under common control and were therefore accounted for in accordance with ASC 805-50, Transactions Between\nEntities Under Common Control, and ASC 810-10, Consolidation. Under this guidance, the Company derecognized the carrying amounts of the\nownership interests transferred but did not recognize any gain or loss. The difference between the carrying amount transferred and the\nconsideration received was recorded within Equity as an increase to Additional Paid-in Capital.\n\n \n\nFollowing\nthe transfers, the Company’s ownership interests in the two majority owned subsidiaries were reduced to 51%, while the ownership\ninterest in the non-consolidated equity method investee was reduced from 45% to 25%.\n\n \n\nIn\nNovember 2025, the Company completed the sale of its entire ownership interest in a subsidiary that does not operate within its core\nbusiness segments to the same related-party entity under common control for total consideration of $963. This transaction was similarly\naccounted for as a transfer between entities under common control, with the Company derecognizing the carrying amount of the subsidiary’s\nnet assets and recognizing no gain or loss. The difference between the consideration received and the carrying amount of the net assets\ntransferred was recorded within equity as an adjustment to additional paid-in capital.\n\n \n\n**21.** **ASSETS AND LIABILITIES HELD FOR SALE AND DISCONTINUED OPERATIONS**\n\n** **\n\nAs\npart of its new strategy with a Morocco and soft wheat focus, the Company initiated in November 2024 a plan for the potential disposal\nof several assets and businesses. As of December 31, 2024, the Company concluded that the following pending sale transactions met the\ncriteria of classification as held for sale in accordance with Subtopic 205-20 and 360-10:\n\n \n\n-All\nlong-term assets belonging to a durum wheat mill with a capacity of 240 tons per day, located\nin Casablanca,\n\n \n\n-A\nwholly owned subsidiary operating in logistic activities.\n\n \n\nIn\nAugust 2025, the Company completed the first sale transaction for total consideration of $8,286. See Note 22.\n\n \n\nIn\nMarch 2026, the Company completed the second sale transaction for total consideration of $18,733.\n\n \n\nF-28\n\n \n\n \n\n**FORAFRIC\nGLOBAL PLC AND SUBSIDIARIES**\n\n**NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS**\n\n**(Continued)**\n\n** **\n\nThe\nfollowing table presents a summary of the carrying amounts of major classes of assets and liabilities classified as held for sale:\n\n \n\n  \n2025  \n2024 \n\n  \nDecember 31, \n\n  \n2025  \n2024 \n\n  \n(in thousands) \n\nCarrying amounts of major classes of assets included as part of discontinued operations: \n    \n   \n\nProperty, plant, and equipment, net \n$7,448  \n$6,685 \n\nGoodwill \n 4,852  \n 4,380 \n\nTotal\nassets held for sale, current assets \n$12,300  \n$11,065 \n\n  \n    \n   \n\nCarrying amounts of major classes of assets not included as part of discontinued operations: \n    \n   \n\nAccounts receivable, net \n$-  \n$139 \n\nPrepaid expenses and other current assets \n -  \n 119 \n\nProperty, plant, and equipment, net \n -  \n 2,439 \n\nRight-of-use assets \n -  \n 107 \n\nOther assets, noncurrent \n -  \n 4 \n\nTotal\nassets held for sale, current assets \n$-  \n$2,808 \n\n  \n    \n   \n\nTotal assets held for sale \n$12,300  \n$13,873 \n\n  \n    \n   \n\nCarrying amounts of major classes of liabilities included as part of discontinued operations: \n    \n   \n\nDeferred tax liabilities \n 481  \n 404 \n\nTotal\nliabilities held for sale, current liabilities \n$481  \n$404 \n\n  \n    \n   \n\nCarrying amounts of major classes of liabilities not included as part of discontinued operations: \n    \n   \n\nLines of credit – working capital \n$-  \n$209 \n\nAccounts payable \n -  \n 187 \n\nAccrued expenses \n -  \n 514 \n\nCurrent portion of long-term debt \n -  \n 23 \n\nLong-term debt \n -  \n 63 \n\nDeferred tax liabilities, net \n -  \n 174 \n\nTotal\nliabilities held for sale, current liabilities \n$-  \n$1,170 \n\n  \n    \n   \n\nTotal liabilities held for sale \n$481  \n$1,574 \n\n \n\nThe\nfollowing table presents the major line items constituting pretax profit (loss) of discontinued operations:\n\n \n\n  \n2025  \n2024  \n2023 \n\n  \nDecember 31, \n\n  \n2025  \n2024  \n2023 \n\n  \n(in thousands) \n\nRevenues \n$-  \n$11,866  \n$3,522 \n\nCost of sales \n (69) \n (9,045) \n (1,461)\n\nSelling, general and administrative expenses \n (935) \n (2,264) \n (2,170)\n\nInterest expense \n (391) \n (521) \n (538)\n\nForeign Exchange loss \n (1) \n (3) \n (5)\n\nOther non-operating expenses \n (251) \n -  \n - \n\nTotal pretax profit (loss) of discontinued operations \n$(1,647) \n$33  \n$(652)\n\n \n\nF-29\n\n \n\n \n\n**FORAFRIC\nGLOBAL PLC AND SUBSIDIARIES**\n\n**NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS**\n\n**(Continued)**\n\n \n\n**22.** **SUBSIDIARY DISPOSAL**\n\n** **\n\nIn\nAugust 2025, the Company completed the sale of its 100% equity interest in a subsidiary operating in logistic activities for total consideration\nof $8,286. Prior to the sale, the assets and liabilities of this subsidiary were classified as “Held for Sale” in the Consolidated\nBalance Sheet. In accordance with ASC 205-20, this disposal did not meet the criteria for classification as a “Discontinued Operation”\nas it does not represent a strategic shift that has a major effect on the Company’s operations and financial results. Therefore,\nthe subsidiary’s results are included within continuing operations for all periods presented.\n\n \n\nThe\nCompany recognized a pre-tax gain of $6,603 on the sale, recorded within Gain on sale of subsidiary within Other Expense (Income) in\nthe Consolidated Statement of Operations and Comprehensive Loss.\n\n \n\n**23.** **SUBSEQUENT EVENTS**\n\n** **\n\nThe\nCompany evaluated subsequent events from December 31, 2025 through May 15, 2026, the issuance date of these consolidated financial\nstatements, for events requiring recognition or disclosure in the consolidated financial statements as of and for the year ended December\n31, 2025.\n\n \n\nIn\nMarch 2026, the Company completed the sale all long-term assets belonging to a durum wheat mill with a capacity of 240 tons per day,\nlocated in Casablanca, Morocco for total consideration of approximately $18,700.\n\n \n\nIn\nMarch 2026, and as part of its previously reported strategy to increase shareholder value, the Company announced that it submitted\nto the Moroccan antitrust commission a proposed transaction with a Moroccan industrial group, for regulatory approval. In the\nproposed transaction, the Moroccan industrial group may obtain a controlling interest in Forafric Maroc SA, an indirect subsidiary\nof the Company. In April 2026, the Company obtained antitrust approval. The transaction remains subject to the satisfaction of\ncertain conditions, including approval by the Board and others.\n\n \n\nF-30"}