Untitled

tMc s.A.

Soci6t6 anonyme

ANNUAL ACCOUNTS

FOR THE FINANCIAL YEAR ENDED 31ST DECEMBER 2024

AND THE REPORT OF THE REUSEUR D'ENTREPRISES AGREE

16,

Rue Erasme

L-1468 Luxembourg

RCS Luxembourg : 8157843

ACrowe

c-cLERC

S.A.

Cabinet de

r6vision ag166

1, rue Pletzer

L-8080 Bertrange

B.P. 75

2010 Luxembourg

Tet

+352

26 38 83

Fax

+352

452203

www.crowe.lu

To the Shareholders of

IMC S.A.

Soci6t6

Anonyme

16, rue Erasme

1468 Luxembourg

REPORT OF

THE

REVISEUR

D'ENTREPRISES AGREE

Report on

the

Audit

of the

Annual Accounts

Opinion

We have audited

the

annual

accounts

of IMC S.A.

(the

"Company"),

which comprise the balance

sheet

as at

31 December 2024, and the

profit

and loss account

for the

year

then ended, and

notes to the

annual accounts,

including

a summary

of significant accounting

policies.

ln our opinion, the accompanying annual accounts

give

a true

and

fair

view

of the

financial

position

the Company as at 31 December2024, and of the

results of its operations forthe

yearthen

ended

accordance with Luxembourg legal and regulatory

requirements relating to the

preparation

and

presentation

of the annual accounts.

Basis for

opinion

We conducted

our

audit in accordance with the EU

Regulation N' 53712014, the Law of

23 July 2016

on the audit

profession

("Law

of 23 July 2016") and

with lnternational Standards on

Auditing

("lSAs")

as adopted for Luxembourg by the

"Commission

de Surveillance

du Secteur Financier"

(.CSSF').

Our

responsibilities

under

the EU regulation No 537/2014, the

Law

23 July 2016 and

lSAs as

adopted

for Luxembourg

by the CSSF

are further described in the

Responsibilities of the r6viseur

d'entreprises agr66 for the audit of the consolidated

financial

statements

section of our

report. We

are also independent of the Company

accordance

with the

lnternational

Code

of Ethics

for

Professional

Accountants,

including lnternational lndependence Standards,

issued by the

lnternational Ethics Standards

Board for Accountants

("lESBA

Code") as adopted

for Luxembourg

by the CSSF together with the ethical

requirements that are

relevant

to our audit

of the consolidated

financial statements, and have

fulfilled

our

other ethical

responsibilities under those ethical

requirements. We

believe that

the audit evidence

we have

obtained

is sufficient and

appropriate to

provide

a basis

for

our opinion.

Material Uncertainty Related to Going Concern

draw attention

to note 19 of the annual accounts

which

highlights

that

since 24

February 2022 the

operations of the Company's

direct and indirect subsidiaries

are affected by the

ongoing

Russian

military invasion of Ukraine. The

magnitude of

the

further developments and

the timing

of when those

actions

will

cease are

uncertain.

These

events or

conditions,

indicate

the

existence of a

material

uncertainty

that may cast significant doubt about the

Company's ability

to continue as

going

concern.

Our opinion is

not

modified in

respect of this matter.

C-CLERC

S.A.

Soci6t6 Anonyme

RCS Luxembourg B 200724

TVA intracommunautaire

LU 28020028

ACrowe

Key Audit Matters

Key

audit matters are those

matters that, in our

professionaljudgment,

wer€

most significance

in our

audit of the annual accounts of the

current

period.

These matters

were

addressed

in the context of the

audit of the annual accounts as a whole, and in

forming

our opinion thereon,

and

not

provide

separate opinion on these

matters.

ln addition to

the

matter described

the section

"Material

Uncertainty

Related to Going Concern"

section above, we have determined the matter described below

the key audit

matter to be

communicated in our report.

Valuation

shares in affiliated undertakings

Why

the

matter was

considered

to be

one

the most significant in our audit of the

annual accounts of the current

period

in affiliated undertakings are valued at

cost,

less impairment where management

considers

to be of a durable

nature.

affiliated undertakings

stated at

EUR

14,920,882.19

represent

58% of total

assets.

considered the

valuation of shares in

affiliated undertakings to be a key audit matter

due to the magnitude of

the

amounts and the

judgements

involved in the assessment of the

potential

value

adjustments.

How the matter

was

addressed

in our

audit

Our

procedures

related to the valuation of

affiliated undertakings

included, but

were not limited to:

Gaining an understanding

of the control

environment relating to the

valuation of

these assets.

Obtaining the

financial information of the

affiliated

undertakings at

year-end

and

based on this

we compared the carrying

amount of the

affiliated

undertakings in

the

annual accounts

of the

Company

year-end

to the

pro-rata

net

equity of the subsidiaries

the

financial

information;

Obtaining

from

the

Board of

Directors

forecasts for those affiliated

undertakings.

We have assessed the

financial

position

and

liquidity

position

of these entities by

challenging the

key underlying

assumptions used

the

forecasts;

Assessing the adequacy

of the

management's disclosures

the

relevant

notes to the annual accounts.

Acrowe

Other lnformation

The Board of

Directors is responsible for the other

information.

The

other

information comprises

the

information stated

in the Management

Report, the Sustainability

Report

and

the Corporate

Governance

Statement

included in

the

Ahnual Report but does

not include the accompanying

annual accounts

and

our report of the

"r6viseur

d'entreprises

ag166" thereon.

Our opinion on the annual accounts

does not cover the

other information and

we do

not

express

any

form of assurance conclusion thereon.

connection

with our audit of the annual

accounts, our

responsibility is to

read the other

information

and,

in doing so, consider

whether the other

information is materially

inconsistent

with

the

annual

accounts or

our knowledge obtained

the audit or

otherwise appears to

be materially

misstated.

lf,

based on the

work we have

performed,

conclude

that there

material misstatement

of this other

information, we are required to

report this fact. We have

nothing to report in this regard.

Responsibilities of the Board of

Directors

and

Those Charged

With Governance

for the annual

accounts

The Board of Directors

is responsible for the

preparation

and

fair

presentation

of the

annual accounts

in accordance with Luxembourg

legal and regulatory

requirements relating to the

preparation

and

presentation

of the annual accounts,

and for such internal control as

the Board of

Directors determines

is necessary to enable the

preparation

of annual accounts

that are free

from material

misstatement,

whether due to

fraud

or error.

preparing

the annual

accounts, the Board of

Directors is responsible

for assessing

the Company's

ability to continue as a

going

concern,

disclosing, as

applicable, matters

related to

going

concern

and

using the

going

concern basis of accounting

unless the

Board of Directors either

intends to liquidate the

Company or to cease

operations, or

has no realistic alternative but to do

so.

Those

charged

with

governance

are

responsible for overseeing the

Company's

financial reporting

process.

The Board

Directors is responsible

for

presenting

the annual

accounts in compliance

with

the

requirements set out

the

Delegated Regulation 2019/815

on European Single

Electronic

Format

('ESEF

Regulation").

Acrowe

Responsibilities of the

"r6viseur

d'entreprises ag166"

for

the audit of the

annual accounts

Our objectives are to obtain

reasonable

assurance about

whether the

annual

accounts as a

whole are

free from material misstaternent, whether

due to

fraud or error, and to

issue

report of

"r6viseur

d'entreprises agr66" that includes our opinion. Reasonable assurance

high level of assurance, but

is not a

guarantee

that

an audit conducted in accordance with the EU Regulation

53712014,

the Law

of 23 July 2016 and with lSAs as adopted for Luxembourg by the CSSF

will

always

detect a material

misstatement when it

exists.

Misstatements

can arise

from fraud

error and are considered

material

if, individually

the aggregate, they

could reasonably be expected to

influence the economic

decisions of users taken on the basis of these annual accounts.

part

of an audit in accordance with the EU Regulation

537/2014, the

Law of 23 July 2016 and

with lSAs as adopted for Luxembourg by the CSSF, we exercise

professionaljudgment

and maintain

professional

skepticism throughout the audit.

We also:

ldentify

and assess the

risks

material misstatement

of the

annual accounts, whether due to

fraud

error, design and

perform

audit

procedures

responsive

to those

risks,

and obtain

audit evidence that

sufficient and appropriate to

provide

a basis

for

our opinion.

The risk

not detecting a

material

misstatement resulting from fraud is higher than for one resulting

from

error, as

fraud may

involve

collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

Obtain an understanding of

internal

control

relevant

to the audit

order to design

audit

procedures

that

are appropriate in the

circumstances, but

not for

the

purpose

of expressing an opinion on the

effectiveness of the Company's internal control.

Evaluate the appropriateness of accounting

policies

used and

the reasonableness of accounting

estimates and related disclosures made by the Board of

Directors.

Conclude on the appropriateness of

Board

Directors' use of the

going

concern basis of accounting

and, based on the audit evidence obtained, whether a

material

uncertainty exists

related to events or

conditions

that

may cast significant doubt

the Company's ability to continue as a

going

concern. lf

conclude that a

material

uncertainty exists,

are

required

draw

attention

in our

report

of the

"rdviseur

d'entreprises agr66" to the related

disclosures

in the annual accounts or,

if such disclosures

are

inadequate,

to modify our opinion. Our conclusions are based

on the

audit

evidence obtained up to

the date of our

report

"r€viseur

d'entreprises agr66".

However, future

events

or conditions

may

cause

the Company to cease to continue as a

going

concern.

Evaluate the overall

presentation,

structure and content of the annual accounts,

including the

disclosures, and whether the annual accounts represent the underlying transactions

and events

manner

that achieves fair

presentation.

Acrowe

communicate

with those charged

with

governance

regarding, among other

matters, the

planned

scope and timing of the audit

and significant audit

findings, including any significant

deficiencies

internal control that we identify during our

audit.

We also

provide

those charged

with

governance

with a statement

that we have complied

with relevant

ethical requirements

regarding independence, and communicate

to them all

relationships and other

matters

that

may reasonably be thought to bear

on our independence,

and where applicable,

actions

taken to

eliminate

threats

or safeguards applied.

From

the

matters communicated

with

those

charged with

governance,

we determine those

matters that

were

most significance in the audit of the annual

accounts of the current

period

and are therefore

the

key

audit

matters. We describe these

matters in our report unless

law or regulation

precludes

public

disclosure about the

matter.

We assess whether the annual

accounts have been

prepared

in all material

respects with the

requirements

laid

down

the

ESEF Regulation.

Report on Other Legal and

Regulatory Requirements

We have been appointed as

"r6viseur

d'entreprises agr66" by

the Meeting of the

Board of Directors on

15 August 2023 and our appointment

is subject to the

ratification

of the

forthcoming General

Meeting

of Shareholders.

The duration of our uninterrupted

engagement,

including

renewals and

reappointments, is

two

years.

The management

report is consistent with the annual accounts

and

has

been

prepared

accordance

with

applicable

legal requirements.

The

Corporate

Governance Statement

presented

pages

29 to 33

of the Annual

Report. The

information required by Article 68ter

paragraph (1)

letters c) and d) of the

Law of 19

December 2002 on

the commercial and companies

records and annual

accounts of

undertakings,

as amended, is consistent

with

the

annual accounts and

has been

prepared

accordance with applicable

legal requirements.

We confirm that the opinion

consistent

with

the

additional

report

to the

audit committee

or equivalent.

We confirm

that

prohibited

non-audit

services

referred to

the

EU Regulation

53712014

were

provided

and

that we remained independent of the

Company in conducting

the audit.

We have

checked

the compliance of the annual

accounts of the Company

as at 31

December 2024

with relevant statutory

requirements set out in the

ESEF Regulation that are applicable

to the annual

accounts.

ACrowe

For the Company

it relates to the

requirement that annual

accounts are

prepared

valid

xHTML format.

ln our opinion, the annual

accounts of the Company

as at 31 December

2024

have been

prepared,

in all material respects,

in compliance

with

the

requirements

laid down in the

ESEF

Regulation.

Bertrange, April 30, 2025

c-cLERC S.A.

Cabinet

de r6vision

agr66

---

ftz_

"4.-2_z-_

Mariateresa

Di Martino

R6vi se u

d' Entre

pri

se s

Ag re 6

Matricule

20102235372

RCSL Nr.:

8157843

115

BALANCE SHEET

Financial

year

faom

o1to1 tzoz4

IMC S.A.

31t12D024

EUR

16. Rue Erasme

Luxembouro. L-1488 Luxemboum

ASSETS

R.{ersn@(r}

Cur.ntyar Prevloul

y..r

A. Subscribed capital unpaid

l. Subscribed capital not

called

ll. Subscribed capital

called but

unpaid

t0t

103

105

t09

I0r

r10l

il05

14.9?0.8E2.1

-!.:L9?,9.99119

C. Fixedassets

l. lntangible

assets

1. Costs ofdevelopment

2. Concessions,patents,licences,

trade

marks and similar rights

and assets, if they were

a) acquiredforvaluable

consideration

and n€ed not be

shown under C.1.3

b) created

by th€ undertaking

itself

3. Goodwill,

tothe extentthat it

was acquired for valuable

consideration

4. Payments on accountand

intangible

assets under

development

ll.

Tangible assets

1. Land and buildings

2. Plant

and machinery

il2

116

ilt3

113

120

II7

It21

I2l

II_

I27

124

123

t25

127

The

notes in the annex form an

integral

part

ofthe annual accounts

2t5

R€fdenc€(r) Curr€ntyerr

Pravlousy€at

3. Other

fixtures

and

fittings, tools

and equipment

4. Payments

accountand

tangible assets in the course

of construction

lll. Financial assets

1. Shares in affiliated undertakings

2. Loanstoaffiliated undertakings

3. Participatinginterests

4. Loans to undertakings with

which the undertaking is linked

by virtue of

participating

interests

5. lnvestments held as fixed

assets

6. Otherloans

D. Curlentassets

l. Stocks

1. Raw materials and consumables

2. Work in

progress

3. Finished

goods

and

goods

for resale

Payments on account

ll. Debtors

1. Trade debtors

a) becomingdueandpayable

within one

year

b) becomingdueandpayable

after more than one

year

2. Amounts owed by affiliated

undertakings

a) becomingdueandpayable

within one

year

becoming

due and

payable

after more than one

year

3. Amounts owed by undertakings

with which the undertaking is

linked by virtue of

participating

interests

a) becomingdueandpayable

wlthin one

year

b) becomingdueandpayable

after more than on€

y€ar

4. Otherdebtors

a) becomingdueandpayable

within

one

year

b) becomingdueandpayable

after more than one

year

1137

14,920,882.19

131

2.2.1,3 14.920.882.19 14,920,442.19

14,920,882.19

152

1Sa

162

112

t5l

155

ls7

t7s

115r

1151

r t55

1159

1161

il75

10,417,797.85 10,378,133.68

2.2.2,4 9,834,844.52 10,126,571.90

9,82,080.77

10,1

26,571.S0

2,392,985.E1 2.392.985.81

7,429,094. 7,733,586.09

142

t79

131

135

137

Ial

1t3l

12,583.75 0.00

12,563.75 0.00

RCSL Nr.:

8157843

Matricule :

2o1

02235372

The notes in the annex form an integral

part

of the annual accounts

315

Rrtsdco(r) Cur.nttfll PrdlouJ

ya.r

lll. lnvestments

rEe

1, Shares in affiliated

undertakings

rer

Own

3. Otherinvestments

lV. Cashatbankand

in hand

E. Pr€payments

TOTAr

(ASSETS)

192

l9t

t95

199

7E3,153.33

251,561.78

11e

7,235.70 0.00

25,543,945.74

25,259,015.87

RCSLNT.:

etszg+a Matricuf e :

2010223537 2

The

notes in the annex form

integral

part

the

annual accounts

Page 4ls

Matricule :

20 t 02235372

RCSLNT.:8157E43

CAPITAL, RESERVES

AND IIABItlTIES

Rcfcse(:l

Cunsntyear

25,230,949.93

Pravlousyqal

302

24,972,338.U

A. Capital and reJerv€9

l. Subscribed capital

ll. Sharepremiumaccount

lll, Revaluationreserve

lV. Reserves

1. Legal reserve

2. Reserveforownshares

3. Reserves

providedforbythe

articles of association

4. Other reseryes,

including the

fair value reserve

oth€r available reserves

b) other non available reserues

V. Profitorlossbroughtforward

Vl. Profit or loss for

the financial

year

Vll.

lnterim dividends

Vlll. Capital investment subsidies

B. Provisions

1. Provislons forpensions

and

similar obligations

2. Provisionsfortaxation

3. Other

provisions

c. Credltors

L Debenture loans

a) Convertible

lGns

i) becoming due

and

payable

within one

year

ii) becomingdueandpayable

after moJe than

one

year

b) Nonconvertibleloans

i) becoming due

and

payable

within

one

y€ar

il) becomlngdueandpayable

after more than one

year

2. Amounts

owed to credit

institutions

becomingdueandpayable

within oneyear

b€comingdueandpayabl€

after more than one

year

1301

805

3!3

12l

325

44,375.54

'17,843,384.03

306

f1,94!,194i1

4,144.40

4,148.40

4,144.40

3t2

177

326

333

1311

t313

1315

1321

1323

t3I

t33l

1339

1t37

8.1 4,144.40

7,0E0,450.83

,34',t,724.58

-261,277.75

258,61 0.79

2.2.5

10,2.2.4 31 4,996,1

","-399f.'93.

!353

1L7

The notes in the annex form

an integral

part

the annual accounts

Page 5/5

Refercnc€(J) Currcnty@r

Prsiouty€ar

Payments

received

on account

of orders in so far as they are

not shown separately as

deductions from

stocks

a) becomingdueandpayable

wlthin one

year

b) becomingdueandpayable

after mor€ than one

year

4. Trade creditors

a) becomingdueandpayable

within on€

year

becomingdueandpayable

after

than

one

year

5. Billsof exchange

payable

a) becomingdueandpayable

within

oneyear

b) becomingdueandpayable

after more

than one

year

6. Amounts owed

affiliated

undertakings

a) becomingdueandpayable

within one

year

becomlnqdueandpayable

after more than one

year

7. Amountsowedtoundertakings

with which the undertaking is

linked by

virtue of

participating

interests

a) becomlngdueandpayable

withln one

year

b) becomingdueandpayable

after moJe than one

year

8. Othercreditors

a) Taxauthojities

b) Social security authorities

c) Other creditors

i) becoming dueand

payable

wlthln oneyear

ii) becomlng dueand

payable

after more than

one

year

167,244.44

33,448.92

1 88,518.60

a2,871.72

t36l

t36t

l31S

ffi

t30

365

33t

147,751.63 1 38,1 58.43

147,751.83 1 38,158.43

t33r

r36l

1337

1339

JS7

.51

393

,95

133,795.54 125,846.88

133,795.5A r25,646.88

D. Deferred income

TOTAT

(CAPITAL.

RESERVES AND UABTLTilES)

25,545,945.74

,*-----------E@W

RCSL Nr- : 8157843

Matricule

2o1D2235372

The notes in the annex

form an integral

part

of the annual accounts

PROFIT AND LOSS

ACCOUNT

FinancialyearfJom

oiroino24 to

o,3't12t2924

(in

IMC S.A.

112

EUR

)

16. Rue Erasme

LuxembouE- L-1il68 Luxemboum

Rrtcrcncr(5)

Cuil€nty6r Pravlouryeat

1. Netturnover

2, Varlatlon ln

stocksofflnlshed

goods

and ln wo* ln

progress

3. work

pertormed

by the undertaklng

for lts own

purposer

and capltallsed

4. Otheroperatlng ln.om€

5. Raw matellab and consumables

and

other extef nal

expenses

a) Raw

materials and consumables

Otherexternalexpenses

6.staffcosts

Wages and salarles

b) Soclalsecuritycosts

i) relating to

pensions

ii) otherstrialsecurity(sts

c) Other

staffcosts

7. ValueadJustmentr

a) in respectofformatlon

expenses

and oftangible and lntanglble

fixed assets

b) in respect ofcurrent assets

8. Otheropelatlng €xpensei

655

-252,495.01 -330,054.37

1655

t66t

1621

.252,495.01

-330,054.37

-842,203.U -6't'l

160.S4

RCSL Nr.:

8157E43

Matricule

2o102235x72

The notes

the

annex form an integral

part

of the annual

accounts

RstsffG€(51 Cur.ntyor

930,994.35

Pagc

Prwlout

yaar

6A1,264.79

9. lncome from

partlcipating

lnteresls

a) derived

from

affiliated

undertakings

b) otherincomefromparticipating

interests

1o. lncome from other lnvestments and

loans lormlng

part

ofthe flxed as*ts

a) derived from affiliated undertakings

other

income not included under a)

I l.Other lntelest recelvable and similar

lncome

a) derlved from affiliated undertakings

b) other interest and similar

income

l2.share ofproflt

or loss of

undertakings accounted for undel

th€ equlty method

13.Valu€ adjurtments ln r€spect of

flnanclal assets and oflnveslmentr

14. lnterest

payable

and slmllarexpenses

a) concerningaffiliatedundertakings

b) other interest and similar expenses

15.Tax on

proflt

or loss

16. Prollt or loss after taxatlon

lT.Olhertax€s

not shown under lt€ms

tto16

18. Proflt or loss for the flnanclal

y€ar

344,472.6

23,747.10

320,725.56

n2nl

131

1715

930,994.35

a61,2A4.79

125

163

165

6t2

617

163l

t63t

301,673.89

0.00

301,673.89

-E,316.90 -231,441.12

-259,'117.41

27,575.25

0.00

-8,318.90

0.00 0.00

372,451.16

-209,717.75

-t

13,840.37

-51,560.00

25A,A10.79

-261,277.75

RCSL Nr.:

8157843

Matricule

20102235372

The notes

in the annex form an integral

part

of the annual accounts

rMc

s.A.

NOTES TO THE ANNUAL

ACCOUNTS ON 31ST DEGEMBER

2024

Note

GENERAL

|NFORMAT|ON............

...................10

Note 2

SUMMARY OF SIGNIFICANT

ACCOUNTING POLICIES............ ........11

Note

2.1

- Basis

preparation...............,

Note

2.2

Significant accounting

policies

Note 2.2.1

Financialassets

Nole2.2.2

Debtors...

Note 2.2.3

Foreign currency translation

Note 2.2.4

Deferred charges

Note 2.2.5

Provisions

Note 2.2.6

Creditors.

Note

FINANCIAL FIXED ASSETS

....

Note 4

DEBTORS

Note 5

PREPAYMENTS

..11

..12

..13

..14

Note 6

SUBSCRIBED CAPITAL

.............

.,...................15

Note 7

PREMIUM ACCOUNT

.......15

NoteB-RESERVES...............

.....................15

Note 8.1

Legal Reserve

...........15

Note

MOVEMENT FOR THE

YEAR

THE RESERVES AND PROFIT AND LOSS

TTEMS

......................16

Note 10 -

CREDITORS

..........

......................16

Note 11

STAFF

......16

Note 12

OTHER OPERATING CHARGES................

.....................16

Note 13

EMOLUMENTS GRANTED

TO THE MEMBERS

THE MANAGEMENT

AND

SUPERVISORY

BODIES AND COMMITMENTS

RESPECT OF

RETIREMENT

PENSIONS FOR FORMER MEMBERS OF

THOSE BODIES.....

Note 14

ADVANCES

AND LOANS

GRANTED

TO THE MEMBERS OF

THE

MANAGEMENT

AND

SUPERVISORY

BODIES ...............

Note 15 - TAXATION ...............

..17

Note 16 -

OFF-BALANCE

SHEET COMMITMENTS

Note 17

SUBSEQUENT

EVENTS....

Note 18

AUDITOR'S FEES

..17

..18

IMC S.A.

Notes to the annual accounts

as at 31st December

2024

Note 1

GENERAL INFORMATION

IMC S.A.

(hereafter "the

Company")

was incorporated on

28th December

2010 and is

organized under

the laws of

Luxembourg as

Soci6t6 anonyme

for

an unlimited

period.

The registered office of the Company

is established at

'16,

Rue Erasme L-1468

Luxembourg.

The Company's

financial

year

starts on 1"t January and ends on

31't December of each

year.

The object of the Company

is the direct and indirect acquisition

and holding of

participating

interests, in any form whatsoever,

in Luxembourg and/or

in foreign

undertakings,

as well as

the administration, development

and

management of such interests.

This includes but is not limited to,

investment in, acquirement of, disposal of,

granting

issuing of

preferred

equity

certificates,

whether

convertible

into shares or

not, loans, bonds,

notes

debentures

and other debt

instruments, shares, warrants and other

equity instruments

rights, including

but not limited to, shares of

capital stock, limited

partnership

interests,

limited

liability company interests,

preferred

stock, convertible

securities and swaps,

and any

combination

of the foregoing,

each

case whether readily

marketable or not, and obligations

(including

but

not limited to synthetic securities obligations)

in any type of company,

entity or

other

legal

person

The

Company

may also use its

funds

invest in real estate,

in intellectual

property

rights or

any other

movable or immovable assets

in any form or of any

kind.

The

Company

may

grant

pledges, guarantees,

liens, mortgages and any

other form of

securities

as well as any

form

indemnities, to Luxembourg or

foreign entities, in respect of

its bwn obligations and debts.

The Company

may

also

provide

assistance in any

form

(including

but not

limited

the

granting

of advances,

loans, money

deposits

and credits as

well

the

providing

pledges,

guarantees,

liens, mortgages and any other

form of securities,

any

kind of form) to the

Company's subsidiaries or

companies in which the Company

has a

participating

interest. On

more occasional basis and

within the legal limits, the Company

may

provide

the same

kind

of assistance

to companies or undertakings

which are

part

of the same

group

of companies

to which the Company belongs

to or to other

persons

third

parties, provided

that doing

falls within the Company's

best interest and does

not

trigger

any

license requirements.

general

the Company

may

carry

out any commercial,

industrial or financial operation and

engage in such other activities

as the Company deems

necessary, advisable, convenient,

incidental to, or

not inconsistent with, the accomplishment and

development of the

foregoing.

Notwithstanding the above,

the Company shall

not

enter

into any transaction

which would

cause

it to

engaged in any activity

which would be considered as a

regulated activity or

that would require the Company to

have any other license.

The Company and

its

subsidiaries

is an integrated agricultural

company in Ukraine.

The main

areas of the Group's activities are:

cultivation of

grain

and oilseeds

crops,

potato production;

dairy farming.

The Company is listed on

Warsaw Stock Exchange.

IMC S.A.

Notes to the annual accounts as at 31st

December

2024

Note 2

SUMMARY

OF SIGNIFICANT

ACCOUNTING

POLICIES

Note 2.1

Basis of

preparation

The

annual

accounts have been

prepared

accordance

with Luxembourg legal and

regulatory requirements under the

historical cost convention.

The accounting

records

and

annual accounts

are

prepared

in Euro.

Accounting

policies

and

valuation

rules

are,

besides the ones

laid down by the

law

19th

December

2002 as amended, determined

and applied by the

Board of

Directors.

The

preparation

of annual accounts

requires the

use of certain critical

accounting estimates.

also

requires the Board of

Directors to exercise their

judgment

in the

process

applying the

accounting

policies.

Changes

in assumptions

may have a significant

impact on the annual

accounts

in the

period

in which

the

assumptions changed.

Management believes

that the

underlying assumptions

are appropriate

and that the annual

accounts therefore

present

the

financial

position

and

results fairly.

The Company

makes

estimates

and assumptions

that affect the

reported amounts of assets

and

liabilities in the next financial

year.

Estimates and

judgments

are continually

evaluated

and are based

on historical experience

and other

factors, including expectations

of future

events that are believed to be

reasonable under the circumstances.

The Company also

prepares

consolidated

financial statements,

which are

published

according

to the

provisions

of the

Luxembourg law.

The consolidated

financial statements of

the Company are available

at its

registered office or

alternatively

at www.imcaqro.com.ua.

Note

2.2

Significant accounting

policies

The

main valuation rules applied by

the Company are the

following:

Note 2.2.1

Financial assets

affiliated

undertakings

and loans to these undertakings

are

valued at historical cost

including the expenses

incidental thereto.

ln case of durable depreciation

in value

according

to the opinion

of Management,

value

adjustments

are

made in respect of

financial assets, so that they are

valued at the

lower figure

to be attributed to

them at the balance

sheet date.

These value adjustments are

not continued

if the reasons

for which the value adjustments

were

made have ceased to apply.

Note2.2.2

Debtors

Debtors are

valued

at their

nominal

value. They are subject to

value adjustments

where their

recovery

compromised.

These

value adjustments are

not continued

the

reasons for which

the value adjustments

were made

have

ceased

to apply.

Note

2.2.3

Foreign currency

translation

Transactions expressed

in currencies other than

Euro are translated

into Euro at the exchange

rate effective

at the time of the

transaction.

Formation expenses and

long-term assets

IMC S.A.

Notes to the annual accounts

as at

31st December

2024

expressed

in currencies other than

Euro are translated

into Euro at the exchange

rate effective

at the time

of the transaction.

At the balance sheet date,

these assets

remain translated at

historical

exchange

rates.

Cash at bank

translated

at the exchange

rate effective at the balance

sheet date.

Exchange

losses

and

gains

are recorded

in the

profit

and

loss

account

of the

year.

Other assets and

liabilities are translated

separately

respectively at the lower or at

the higher

of the value converted

at the historical exchange

rate or the

value determined on the

basis of

the exchange

rates effective at the

balance sheet date.

The

unrealized

exchange

losses are

recorded in the

profit

and

loss account.

The exchange

gains

are

recorded in the

profit

and loss

account

at the moment of their

realization.

Where there is an economic

link

between

an asset

and a

liability,

these

are valued

in total according to the

method described above

and the

net

unrealized

losses are

recorded in the

profit

and

loss account

whereas

the

net unrealized

exchange

gains

are not recognized.

Note 2.2.4

Deferred charges

This asset item

includes expenditures

incurred during the

financial

year

but relating

to a

subsequent

financial

year.

Note 2.2.5

Provisions

Provisions are

intended

cover charges or debts,

the nature of

which is clearly defined and

which, at the date of the

balance sheet, are

either likely to be

incurred or certain to be

incurred

but uncertain

as to their amount

or the date on

which they will arise.

Provisions

may

also

be created to cover

charges that

have originated

the

financial

year

under

review or in a

financial

year,

the

nature

which is clearly defined

and

which,

at the date of the

balance sheet, are

either likely to be

incurred or certain to be

incurred but

uncertain

as to their amount

or the date on

which they will arise.

Provisions

for taxation

Provisions for taxation corresponding

to the tax

liability estimated by the

Company

for

the

financial

years

forwhich the taxation

has not

yet

been

made

the tax authorities are

recorded

under the caption

"Tax

debts".

The advance

payments

are shown

the assets

of the balance

sheet under the

"Other

receivables"

item.

Note

2.2.6

Creditors

Debts are recorded at their

reimbursement

value. Where the amount

repayable on account

greater

than the amount

received, the difference

is recorded in the

profit

and loss account

when the debt

is issued.

IMC

S.A.

Notes

to the annual accounts as

at 31st December 2024

Note

FINANCIAL FIXED ASSETS

The movements for

the

year

are as

follows

Affiliated

undertakings

EUR

Total

EUR

Gross book

value

opening balance

Gross book

value

closing balance

Accumulated value adjustment

opening

Accumulated value adjustment

closing

Net

book

value

closing balance

Net book value

opening balance

14,920,882.'19

14,920,882.19

0.00

14,920,882.19

0.00

14,920,882.19

The companies in which the Company holds at least 20% of the capital or

in which it is

jointly

and severally liable are the following:

Gapital

Company name Registered address held

fraction

Net equity at Results from

closure date

last

year

Glosure date

last

year

ligl1"

Hord i ns

3 ;!"?H.t.J,l? 1"o?,

Llmreo

Nicosia 2003, cyprus

N6goce Agricole 16, rue Erasme, L-

S.d

r.l. 1468 Luxembourg

100.00%

31t12t2024

72,198,618.00 12,263,631.00

100.00%

31t12t2024

168,509.15

-59,369.69

IMC S.A.

Notes to the annual accounts

as at 31st

December

2024

Note 4

DEBTORS

Debtors are composed as

follows

Amounts owed by affiliated

undertakings

becoming due and

payable

within one

year

Other

receivables

becoming

due and

payable

after

more than one

year

Loans and advances

lnterests

Other debtors

becoming

due and

payable

within one

year

Advance

NWT

2024

EUR

2023

EUR

2,392,205.27

2,392,985.81

7,429,094.96

0.00

12,563.75

7,429,094.96

304,491.13

0.00

Total

9,833,863.98

10,126,571.90

The company

granted

a loan to a

group

company

for

amount of EUR

7,429,094.96

(USD

8,200,000.00).

The loan bears

interest at a rate of

4To

per

annum and

matures

15th

January

2026. f he

interests were reimbursed

in full as at 31"t

December 2024.

As at 31.t

December 2024, the Company

has dividends

receivable from Unigrain

Holding

Limited in the amount of

EUR 2,392,985.81

(2023:

2,392,985.81).

As at 1't January

2024,hhe

balance of dividends

receivable from Unigrain

Holding Limited amounted to

EUR 2,392,985.81

(USD

2,715,000.00). During the

year,

Unigrain Holding

Limited declared additional

dividend

EUR 718,994.35

(USD

784,000.00) to the Company

and

paid

during

the

year

to the

Company.

Note 5

PREPAYMENTS

Prepayments consist of the annual

fees

2025 for

the domiciliation

of the

Company

invoiced in

2024.

IMC S.A.

Notes to

the annual accounts

as at 31st

December 2024

Note 6

SUBSCRIBED

CAPITAL

The subscribed

capital amounts

to EUR

44,375.58

and

is divided

into 35,500,464 shares

with

nominal

value

EUR 0.00

fully

paid

up.

2024

EUR

Subscribed

capital

opening balance

Subscribed capital

closing balance

44,375.58

As of 31't

December

2024,

there

are no beneficial

units, convertible

bonds and

similar

securities

or rights.

Note 7

PREMIUM

ACCOUNT

The

movements on the

"Share

premium

account"

item

during

the

year

are

as follows

premium

2024

EUR

Total

2024

EUR

premium

and similar

premiums

opening

balance

'17,843,364.03

premium

and similar

premiums

closing balance

17,843,364.03

Note I

RESERVES

Note 8.1

Legal Reserve

The

Company

required

allocate a

minimum of 5% of

its annual

net income to a

legal

reserve, until this

reserve

equals

10oh

of the

subscribed share

capital.

This reserve may

not

be distributed.

IMC S.A.

Notes to the annual accounts as

at 31st December

2024

Note 9

MOVEMENT

FOR THE

YEAR

THE RESERVES

AND

PROFIT AND LOSS

ITEMS

The movements for the

year

are

as follows

Legal

Profit

loss Profit or loss

for

reserve brought

forward the financial

year

EUR

3111212023

Movements for the

year:

Allocation of

previous year's profit

loss

Profit

loss for the

year

As at3111212024

4,148.40

7,341

,728.58

-261,277.75

0.00

-261,277.75 261,277.75

0.00

4,148.40

0.00

7,080,450.83

258,610.79

Note 10

CREDITORS

Amounts due and

payable

for the accounts shown under

"creditors"

are as

follows:

Within

one

year

EUR

Total

2024

EUR

Total

2023

EUR

Trade

creditors

Tax debts

Other debts

Total

147,751.63 147,751.63

138,1

58.43

33,448.92

33,448.92 62,871.72

133,795.56

133,795.56 125,646.88

314,996.1

1 326,677.03

Note 11

STAFF

There were no

staff

employed during the

year.

Note 12

OTHER OPERATING

CHARGES

The other operating charges

are composed as

follows:

Software

licences

Director's fees

Fines, sanctions and

penalties

2024

EUR

2023

EUR

3,600.00

638,603.94

0.00

3,600.00

607,501.14

59.80

Total

642,203.94

611,160.94

IMC S.A.

Notes to

the annual accounts

as at 31st

December 2024

Note

EMOLUMENTS

GRANTED

TO THE MEMBERS

THE

MANAGEMENT

AND SUPERVISORY

BODIES

AND COMMITMENTS

RESPECT OF

RETIREMENT

PENSIONS FOR

FORMER

MEMBERS OF THOSE

BODIES

The emoluments

granted

to the

members of the

management and supervisory

bodies

this

capacity

and the obligations

arising or entered

into in respect of

retirement

pensions

forformer

members of those bodies

for the

financial

year

are broken down

as follows

638,603.94

2023

EUR

607,501.14

2024

EUR

Emoluments

Management bodies

Total

Note 14

ADVANCES AND

LOANS GRANTED

TO THE

MEMBERS

THE

MANAGEMENT

AND SUPERVISORY

BODIES

commitment

guaranty

has been taken on behalf

of the

members of the administrative,

managerial and

supervisory bodies.

Note 15

TAXATION

The Company

subject

to the

general

taxation

rules applicable

to commercial

companies

Luxembourg.

Note

OFF-BALANCE

SHEET COMMITMENTS

The

off-balance

sheet commitments

of the Company

in relation to

the bank

loans

taken

the subsidiaries are

as follows:

Bank

Guarantor

Year of

guarantee

Totalamount

guarantee

limit

USD

Amount of

guarantee

drawn

as at 31.12.2024

USD

JSC Ukrsibbank

IMC S.A. 2017

10,000,000.00 3,511,000.00

JSC

Raiffaisen Bank aval

IMC S.A.

2020 11,500,000.00

European

Bank for

Reconstruction and

Development

IMC S.A.

2023 13,000,000.00

11,633,333.33

IMC S.A.

Notes to the annual accounts as at 31st

December 2024

Note 17

SUBSEQUENT EVENTS

There were no

other

material

events

after the end of the

reporting

date,

which have a bearing

on the understanding of the annual accounts.

Note 18

AUDITOR'S FEES

All fees

paid

and

payable

for

the current

fiscal

year

by the Company to the auditor are as

follows:

Fees billed

by approved

audit firm

(Crowe

network)

Fee Category

For the

year

ended

31t12t2024

For the

year

ended

3111212023

Audit fees

Audit related fees

Tax fees

128,970.82

21,514.00

0.00

110,400.67

18,427.50

0.00

150,884.82 128,828.17

Note 19

OPERATING

ENVIRONMENT AND GOING CONCERN

Operating environment

Russia's invasion of Ukraine continues to cause staggering

losses to

people

and the economy.

However,

Ukraine's economy

has remained resilient. The

Ministry

Economy

estimates

Ukraine's GDP

growth

at 3.6%

in2024,

supported by

defence spending, agricultural exports

and

recovering metallurgical

production.

With

the continuing

war

and

plateauing

external

support,

groMh

projected

moderate to 2.5o/o in 2025 and 2.0o/o

in 2026.

Growth

would

stronger

the security situation

stabilises and reconstruction and

recovery

accelerate.

At the end of 2022 and throughout 2023,

inflation was

brought

under control thanks to the

stabilisation of the economic situation,

the NBU's competent actions, and the

refusal

finance

the budget by

printing

hryvnia. The deceleration in inflation

was

also driven by

the record-high

harvest in 2023. However, in 2024,

inflation

began to accelerate

again: the NBU cited the

exhaustion of the

impact

last

year's

significant harvests, electricity shortages

and labour

shortages, and the summer drought of

2024

as the

main reasons. lnflation at the end of 2024

increased

12o/o in

annual

terms, while a

year

ago

its value reached

5.1%.

As at 31't December 2024 Ukrainian

Hryvnia devaluated against the USD compared 31't

December 2023 by 10,7o/o

(3,9o/o

of devaluation as

31't

December 2023 compared 31"t

December 2022),9,8% of devaluation

for the average rate 202412023

comparison

with

13,0o/o

of devaluation

for

the

average rate 202312022.

Since the beginning of the

full-scale invasion, all of Ukraine's own state budget

revenues have

been used to finance defence, accounting

for approximately half of the state budget.

All

civilian

expenditures of

the state budget are financed by

foreign financial assistance

in 2024,hhe

rMc

s.A.

Notes

to the annual accounts

as at 31st

December 2024

need

for

such externalfinancing

$38

billion.

Foreign

aid covered

73%

the additional

needs

thestatebudgetfor12

months

2024. Foreignfinancingwasnotenoughtofullycoverthe

financial needs for

this

period,

but this

was

expected.

Domestic

government

bonds

were

the

main

source of

financing the deficit. Ukraine enters

2025 with

more stable fiscal

position

than in 2024. External

financing this

year

is expected to

fully

cover the state

budget's

anticipated

needs.

Ukraine's

labour market experiences all the challenges of

a full-scale war. The economic

shock of the beginning of

the Russian invasion led to a drop

both demand

and supply of

labour. Later,

demand

for labour began to

recover

slowly,

however, the labour market

remains

less

dynamic

than before the full-scale

invasion.

Russian forces continue to attack

Ukraine's energy system to cause

maximum destruction

and

prolonged power

outages.

However, Ukrainian energy

workers

persist

in repairing all

damage and

strengthening the

protection

of critical

infrastructure. Thanks to these efforts,

Ukraine

entered 2025

with minimal or no

power

outages for

residential

and

industrial

consumers.

The

situation even

allowed for commercial electricity exports during

certain

hours,

helping to balance the system and

generating

additional

revenue for

energy companies.

Going concern

The

Company

and its subsidiaries

(the

"Group"

/'lMC")

is an integrated agricultural company

in Ukraine.

The Company is the direct shareholder

of Unigrain Holding Limited

(Cyprus)

and

of N6goce

Agricole

S.A.

(Luxembourg)and

pure

holding

company.

Unigrain Holding

Limited

owns

various agricultural companies operating

in Ukraine, and

N6goce Agricole S.A. trades the cereals

produced.

The Company therefore

depends on the dividend

income from these subsidiaries. Going

concern at the

level

of the Company

is consequently highly dependent on

the

going

concern

of the

underlying operating companies.

Ukraine continues to

face

the ongoing

full-scale Russian

invasion

since

24th February 2022,

with significant

war

operations

in the south and east of the country

and drone and rocket

attacks against civilian

infrastructure throughout the

whole

territory

of Ukraine.

War

affected

the economic and social

life

the country and

posed

a number of operational

issues for the

Company.

At the time of

publication

of this

Report

the

war is ongoing and the significant

general

uncertainties

inherent to the continued

war

exist.

The

Group's

management has analyzed the observable

impact of the War on

its

business

described below, but

not limited to:

As of 31"1

December, 2024, 116 IMC employees are actively serving

in the

Armed Forces

of Ukraine.

All of our enterprises

have

been designated

as critically

important for

the

functioning of the economy and ensuring

the livelihood of the

population

during

this

special

period.

Throughout 2024, approximately 50% of employees

were

granted

official

deferments

from military service to continue fulfilling their

professional

responsibilities.

Despite the challenges, the Group

has managed

maintain a stable

workforce without

experiencing

labor shortages,

with

all employees

having returned to their

roles in offices

production

facilities.

critical assets

preventing

the Group to continue operations are

damaged or

located in

the uncontrolled territories.

All

of the Group's

inventories are in

good

condition and

are in

safe storage.

lt was sown

100%

of the

land

bank

in 2024

(100%

in 2023).

The

structure of crops

was

changed

in the direction of decreasing areas under corn

in favor of sunflower and

wheat

rMc

s.A.

Notes to the annual accounts as at

31st December 2024

in2023

(corn

40%, sunflower 28o/o,wheal27%). The Group

returned to its traditional crop

structure in 2024

(corn

60%, sunflower 22o/o,

wheat 19o/o).

The companies of the Group were

provided

with heat

and

power

units in order to avoid

downtime due to electricity outages

Ukraine caused by

Russia's attacks on Ukrainian

power generation

nd d istri

bution

i nfrastructure.

The Group successfully exports through the

Black

Sea corridor and

also uses alternative

logistics

routes.

IMC has invested in

its

own

grain

railway wagons. ln 2024, the

company

purchased

205

wagons and

plans

to add another 95

wagons

its fleet in 2025. Having own

railway

wagons fleet will allow IMC to significantly save on the cost of

railway logistics. We

estimate that starting

year

we will export up to B0% of the

grain produced

by the

company using our own

railway wagon fleet.

lncreased sales volumes and

prices

for

grain

allowed to

reduce the total debt as at the

end of

2024

to USD

23,3 million

(USD

45,7 million as at the end of 2023).

The

debt

reduction was achieved through the

repayment

of short-term

revolving credit lines,

which

remained active and, if necessary, the Group can select the

credit limit at any time.

The

Group

has

committed to comply

with loans

covenants.

As at 31't December

2024

the

Group

was

in compliance

with

all

loans

covenants.

ln response to abovementioned

impacts,

the Group

has taken the following actions:

The safety and

well-being

of our employees

have been the utmost

priority

amid

military

actions in Ukraine resulting from Russia's

invasion. IMC has

been

providing

extensive

support to

its

employees.

The business

processes

have

been

reorganized

to adjust

to the

existing challenges and to

provide

continuity

to the Group's activities.

lt is

planned

to sow all

100%

of the

land. Area

under these

crops is

planned

as 59o/o,23oh

and

19o/o of the total crop mix in 2025

(corn

60%, sunflower

22oh, wheat 18o/o f or 2024).

To reduce

the

risk of loss of stocks from destruction due to

missile

attacks,

stocks are

placed

different

regions

and different

locations. To reduce the

risk

of damage of

stocks

from long-term

storage,

alternative shipping routes are being developed

prevent

accumulation

of stocks in warehouses, and

plastic

sleeves are used

for storing crops in

order to ensure the

most

correct storage

conditions outside the elevator.

The

Group

successfully exports through the Black Sea corridor and also

uses alternative

logistics routes

by rail across the western borders of Ukraine and

river navigation through

the Danube. To strengthen

logistical

autonomy, a

fleet of

grain

trucks and

grain

hopper

cars

was

purchased,

which will help improve operational efficiency and

increase IMC's

export capabilities.

The

Group

is fully

provided

with agricultural

materials for the

upcoming

sowing season

2025, as well as machineries

for

the

field works.

The

Group

has

sufficient

working capital and access to

financing. The Group has

balanced

proportions

between the

volume

renewable short-term credit lines and

long-

term

investment

programs.

The

Group

is fully

compliant

with all sanction's rules and

regulations

against

Russia and

Belarus.

IMC

does

not

cooperate

with

any company,

organization or bank that cooperates

has

any business

relations with

companies,

organizations or banks

in Russia and

Belarus.

The Group's companies continue to

pay

all taxes

required by law and to comply with all

business

rules, regardless

martial law.

Management

prepared

Groups budget for the next

12 months with the following assumptions

the impact of the

war

on business

will

continue

for the next 12 months;

further development of the

war

will not severely affect

the Group's assets;

IMC

S.A.

Notes

to the annual accounts

as at 31st

December 2024

all of the Group's assets

remain safe and

good

condition;

spring sowing and harvesting campaigns

will be successful;

repayment of the loans

principal

occurs

according to the terms;

availability of sea export

routes via Black Sea;

availability of railway and transport

infrastructure within the country

Based

on these

forecasts, Management concluded that

it is appropriate to

prepare

the

consolidated

financial

statements

on a

going

concern basis.

Based

forecast for Group, the forecast budgets

for The Company

was

prepared.

Based on

these forecasts, Management concluded

that it is appropriate to

prepare

the standalone

financial

statements

on a

going

concern basis.

However, due to the currently unpredictable

effects of the ongoing War on the significant

assumptions underlying

forecasts, Management

concluded that

a material uncertainty exists,

which may cast significant doubt

about the

Group's and the Company's ability to continue

as a

going

concern and, therefore,

the Group

and the Company

may

be unable

to realize

its

assets and discharge

its liabilities

the

normal

course of business.