6-K

​

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

Report of Foreign Private Issuer

Pursuant to Rules 13a-16 or 15d-16 under

the Securities Exchange Act of 1934

For the month of May 2024

Commission File Number: 001-38836

BIOCERES CROP SOLUTIONS CORP.

(Translation of registrant’s name into English)

Ocampo 210 bis, Predio CCT, Rosario

Province of Santa Fe, Argentina

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F  ☒                                                             Form 40-F  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

​

​

​

EXPLANATORY NOTE

This Form 6-K is incorporated by reference into the Company’s registration statement on Form F-3 (Registration No. 333-272280), Form S-8 (Registration Nos.

333-255635

,

333-266333

and

333-271941

), and the following exhibits are filed as part of this Form 6-K: Exhibit List

​	​	​
Exhibit No.	****	Description
99.1	​	Bioceres Crop Solutions Corp. unaudited interim condensed consolidated financial statements as of March 31, 2024 and June 30, 2023, and for the three and nine - month periods ended March 31, 2024 and 2023.

​

​

​

​

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

​	​	​
​	BIOCERES CROP SOLUTIONS CORP.
​	(Registrant)
​	​	​
​	​	​
Dated: May 29, 2024	By:	/s/ Federico Trucco
​	Name:	Federico Trucco
​	Title:	Chief Executive Officer

​

​

​

​

Table of Contents

Exhibit 99.1

​

​

BIOCERES CROP SOLUTIONS CORP.

​

Unaudited interim condensed consolidated financial statements as of March 31, 2024 and June 30, 2023, and for the three and

nine month periods ended March 31, 2024 and 2023.

​

​

​

Table of Contents

INDEX

​

Unaudited interim condensed consolidated financial statements as of March 31, 2024 and June 30, 2023, and for the three and nine month periods ended March 31, 2024 and 2023.	​
​	​
Unaudited interim condensed consolidated statements of financial position as of March 31, 2024 and June 30, 2023	F-3
​	​
Unaudited interim condensed consolidated statements of comprehensive income for the three and nine month periods ended March 31, 2024 and 2023	F-5
​	​
Unaudited interim condensed consolidated statements of changes in equity for the nine-month periods ended March 31, 2024 and 2023	F-6
​	​
Unaudited interim condensed consolidated statements of cash flows for the nine-month periods ended March 31, 2024 and 2023	F-8
​	​
Notes to the unaudited interim condensed consolidated financial statements	F-11

​

​

​ F-2

Table of Contents

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

As of March 31, 2024, and June 30, 2023

(Amounts in US$)

​

​	​	​	​	​	​	​
​	****	Notes	****	03/31/2024	****	06/30/2023
ASSETS
CURRENT ASSETS
Cash and cash equivalents		5.1		16,361,199		48,129,194
Other financial assets		5.2		16,453,083		12,135,020
Trade receivables		5.3		211,185,318		158,006,474
Other receivables		5.4		30,686,962		28,824,998
Income and minimum presumed recoverable income taxes	​	​		1,381,839		9,444,898
Inventories		5.5		129,162,538		140,426,975
Biological assets	​	5.6	​	1,947,754	​	146,842
Total current assets	​	​		407,178,693		397,114,401
​	​	​	​	​	​	​
NON-CURRENT ASSETS	​	​		​		​
Other financial assets		5.2		444,725		444,909
Other receivables	​	5.4	​	2,074,238	​	2,546,241
Income and minimum presumed recoverable income taxes		​		5,575		16,286
Deferred tax assets	​	7		9,690,160		7,312,964
Investments in joint ventures and associates	​	11		42,306,321		39,296,810
Investment properties		5.10		560,783		3,589,749
Property, plant and equipment		5.7		74,563,591		67,853,835
Intangible assets		5.8		174,453,875		173,783,956
Goodwill		5.9		112,163,432		112,163,432
Right of use asset	​	14	​	12,688,949	​	13,936,575
Total non-current assets				428,951,649		420,944,757
Total assets				836,130,342		818,059,158

​

The accompanying Notes are an integral part of these unaudited interim condensed consolidated financial statements. Related parties’ balances and transactions are disclosed in Note 15.

​ F-3

Table of Contents

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

As of March 31, 2024, and June 30, 2023

(Amounts in US$)

​

​	​	​	​	​	​	​
LIABILITIES	****	Notes	****	03/31/2024	****	06/30/2023
​
CURRENT LIABILITIES		​		​		​
Trade and other payables		5.11		166,619,725		150,807,674
Borrowings		5.12		142,608,708		107,639,659
Employee benefits and social security		5.14		7,815,538		9,606,707
Deferred revenue and advances from customers	​	5.15		5,539,897		24,875,662
Income tax payable		​		3,958,922		509,034
Consideration for acquisition	​	​	​	2,949,273	​	1,415,099
Lease liabilities	​	14		3,480,295		3,858,699
Total current liabilities	​	​	​	332,972,358	​	298,712,534
**** ​	​	​		​		​
NON-CURRENT LIABILITIES	​	​	​	​	​	​
Borrowings	​	5.12	​	20,475,005	​	60,670,946
Deferred revenue and advances from customers	​	5.15	​	2,779,695	​	2,057,805
Joint ventures and associates	​	11		—		622,823
Deferred tax liabilities		7		39,420,755		35,785,347
Provisions		​		773,713		891,769
Consideration for acquisition	​	​	​	2,664,730	​	3,578,157
Secured notes	​	5.13	​	79,722,978	​	75,213,146
Lease liabilities	​	14	​	8,791,543	​	10,030,524
Total non-current liabilities	​	​		154,628,419		188,850,517
Total liabilities				487,600,777		487,563,051
​	​	​	​	​	​	​
EQUITY				​		​
Equity attributable to owners of the parent				313,354,742	​	298,594,088
Non-controlling interest				35,174,823	​	31,902,019
Total equity				348,529,565	​	330,496,107
Total equity and liabilities				836,130,342		818,059,158

​

The accompanying Notes are an integral part of these unaudited interim condensed consolidated financial statements. Related parties’ balances and transactions are disclosed in Note 15.

​ F-4

Table of Contents

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

For the three and nine month periods ended of March 31, 2024, and 2023

(Amounts in US$)

​

​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	Three-month period ended			​	Nine-month period ended
​	****	Notes	****	03/31/2024	****	03/31/2023	****	03/31/2024	****	03/31/2023
Revenues from contracts with customers		6.1		84,038,761	​	92,984,498	​	340,515,393	​	314,376,460
Initial recognition and changes in the fair value of biological assets at the point of harvest		​		(56,756)	​	620,894	​	281,372	​	972,371
​	​	​	​	​	​	​	​	​	​	​
Cost of sales	​	6.2	​	(41,337,736)	​	(36,137,759)	​	(201,664,054)	​	(170,954,896)
Changes in the net realizable value of agricultural products after harvest		​		170,811	​	(1,111,851)	​	(2,021,747)	​	(2,848,810)
Research and development expenses		6.3		(3,590,101)	​	(3,893,887)	​	(11,814,419)	​	(11,203,793)
Selling, general and administrative expenses		6.4		(27,089,241)	​	(23,987,655)	​	(92,187,026)	​	(84,306,143)
Share of profit or loss of joint ventures and associates		11		906,136	​	378,145	​	4,467,103	​	1,260,433
Other income or expenses, net	​	6.5		158,946	​	1,014,335	​	(2,239,292)	​	1,782,863
Operating profit	​	**** ​	****	13,200,820	​	29,866,720	​	35,337,330	​	49,078,485
​		​		​		​		​		​
Financial cost	​	6.6		(7,235,352)	​	(5,488,591)	​	(18,713,202)	​	(18,027,923)
Other financial results	​	6.6	​	2,856,009	​	(2,089,237)	​	(480,187)	​	(7,578,400)
Profit before income tax	​	**** ​	****	8,821,477	​	22,288,892	​	16,143,941	​	23,472,162
​	​	​	​	​	​	​	​	​	​	​
Income tax	​	7	​	955,832	​	5,189,627	​	(7,806,595)	​	(507,922)
Profit for the period	​	**** ​	****	9,777,309	​	27,478,519	​	8,337,346	​	22,964,240
​	​	​	​	​	​	​	​	​	​	​
(Loss) profit for the period attributable to:	​	​
Equity holders of the parent	​	​		9,257,226	​	28,145,878		4,774,041		20,487,429
Non-controlling interests	​	​		520,083	​	(667,359)		3,563,305		2,476,811
​	​	​		9,777,309	​	27,478,519		8,337,346		22,964,240
Profit per share	​	​	​	​	​	​	​	​	​	​
Basic profit attributable to ordinary equity holders of the parent	​	8	​	0.1473	​	0.4540	​	0.0760	​	0.3304
Diluted profit attributable to ordinary equity holders of the parent	​	8	​	0.1387	​	0.4462	​	0.0715	​	0.3248
​	​	​	​	​	​	​	​	​	​	​
Profit for the period	​	​	​	9,777,309	​	27,478,519	​	8,337,346	​	22,964,240
​	​	​	​	​	​	​	​	​	​	​
Other comprehensive (loss) income	​	​	​	193,599	​	(62,622)	​	(250,655)	​	554,285
Items that may be subsequently reclassified to profit and loss	​	​	​	193,599	​	(62,622)	​	(250,655)	​	554,285
Foreign exchange differences on translation of foreign operations from joint ventures	​	​	​	(1,136)	​	(100,292)	​	(239)	​	(122,238)
Foreign exchange differences on translation of foreign operations	​	​	​	194,735	​	37,670	​	(250,416)	​	676,523
Total comprehensive profit	​	​	​	9,970,908	​	27,415,897	​	8,086,691	​	23,518,525
​	​	​	​	​	​	​	​	​	​	​
Total comprehensive (loss) profit attributable to:	​	​	​	​	​	​	​	​	​	​
Equity holders of the parent	​	​	​	9,492,441	​	28,206,144	​	4,639,087	​	20,828,300
Non-controlling interests	​	​	​	478,467	​	(790,247)	​	3,447,604	​	2,690,225
​	​	​	​	9,970,908	​	27,415,897	​	8,086,691	​	23,518,525

​

The accompanying Notes are an integral part of these unaudited interim condensed consolidated financial statements. Related parties’ balances and transactions are disclosed in Note 15.

​

​ F-5

Table of Contents

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

For the nine-month periods ended of March 31, 2024, and 2023

(Amounts in US$)

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Attributable to the equity holders of the parent																					​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	Equity /	​	​	​	​
​	​	​	****	​	****	​	****	​	****	Stock	****	​	****	​	****	​	​	​	​	Revaluation	​	(deficit)	​	​	​	​
​	​	​	​	​	​	Changes in	​	Own	****	options	****	​	****	Cost of	​	​	​	Foreign	​	of PP&E	​	attributable	​	​	​	​
​	​	​	​	​	​	non-	​	shares	****	and share	****	​	****	own	​	​	​	currency	​	and effect	​	to owners	​	Non-	​	​
​	​	Issued	​	Share	​	controlling	​	trading	​	based	​	Convertible	****	shares	​	Retained	​	translation	​	of tax rate	​	of the	​	controlling	​	Total
Description	****	capital	****	premium	****	interests	****	premium	****	incentives	****	instruments	****	held	****	deficit	****	reserve	****	change	****	parent	****	Interests	​	equity
06/30/2022	​	4,637	​	158,819,506	​	(255,893)	​	(916,202)	​	3,767,925	​	175,745	​	(3,530,926)	​	(32,682,893)	​	969,402	​	1,007,272	​	127,358,573	​	30,940,275		158,298,848
Share-based incentives	​	6	​	651,983	​	—	​	135,361	​	2,357,553	​	—	​	—	​	—	​	—	​	—	​	3,144,903	​	—	​	3,144,903
Business combination	​	1,640	​	153,357,564	​	—	​	—	​	1,620,140	​	—	​	—	​	—	​	—	​	—	​	154,979,344	​	—	​	154,979,344
Capitalization of convertible notes (Note 5.13)	​	153	​	12,211,485	​	—	​	—	​	—	​	—	​	—	​	—	​	—	​	—	​	12,211,638	​	—	​	12,211,638
Purchase of own shares	​	—	​	—	​	—	​	—	​	—	​	—	​	(26,539,505)	​	—	​	—	​	—	​	(26,539,505)	​	—	​	(26,539,505)
Issuance of convertible notes (Note 5.13)	​	—	​	—	​	—	​	—	​	—	​	9,109,516	​	—	​	—	​	—	​	—	​	9,109,516	​	—	​	9,109,516
Distribution of dividends by subsidiary	​	—	​	—	​	—	​	—	​	—	​	—	​	—	​	—	​	—	​	—	​	—	​	(452,129)	​	(452,129)
Profit for the period	​	—	​	—	​	—	​	—	​	—	​	—	​	—	​	20,487,429	​	—	​	—	​	20,487,429	​	2,476,811	​	22,964,240
Other comprehensive income	​	—	​	—	​	—	​	—	​	—	​	—	​	—	​	—	​	340,871	​	—	​	340,871	​	213,414	​	554,285
03/31/2023		6,436		325,040,538		(255,893)		(780,841)		7,745,618		9,285,261		(30,070,431)		(12,195,464)	​	1,310,273	​	1,007,272	​	301,092,769	​	33,178,371	​	334,271,140

​

The accompanying Notes are an integral part of these unaudited interim condensed consolidated financial statements. Related parties’ balances and transactions are disclosed in Note 15.

​ F-6

Table of Contents

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

For the nine-month periods ended of March 31, 2024, and 2023

(Amounts in US$)

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Attributable to the equity holders of the parent																					​	​	​	​
​	​	​	​	​	​	​	​	​	​	Stock	​	​	​	​	​	​	​	​	​	Revaluation	​	Equity /	​	​	​	​
​	​	​	​	​	​	Changes	​	Own	​	options	​	​	​	Cost of	​	​	​	Foreign	​	of PP&E	​	(deficit)	​	​	​	​
​	​	​	​	​	​	in non-	​	shares	​	and share	​	​	​	own	​	​	​	currency	​	and effect	​	attributable	​	Non-	​	​
​	​	Issued	​	Share	​	controlling	​	trading	​	based	​	Convertible	​	shares	​	Retained	​	translation	​	of tax rate	​	to owners of	​	controlling	​	Total
Description	****	capital	****	premium	****	interests	****	premium	****	incentives	****	instruments	****	held	****	deficit	****	reserve	****	change	****	the parent	****	Interests	****	equity
06/30/2023	​	6,493	​	327,028,559	​	(255,893)	​	(780,841)	​	6,645,442	​	9,285,261	​	(30,553,591)	​	(13,903,017)	​	1,282,377	​	(160,702)	​	298,594,088	​	31,902,019		330,496,107
Share-based incentives	​	6	​	573,636	​	—	​	—	​	10,282,313	​	—	​	—	​	—	​	—	​	—	​	10,855,955	​	—	​	10,855,955
Purchase of own shares	​	—	​	—	​	—	​	—	​	—	​	—	​	(734,388)	​	—	​	—	​	—	​	(734,388)	​	—	​	(734,388)
Distribution of dividends by subsidiary	​	—	​	—	​	—	​	—	​	—	​	—	​	—	​	—	​	—	​	—	​	—	​	(174,800)	​	(174,800)
Profit for the period	​	—	​	—	​	—	​	—	​	—	​	—	​	—	​	4,774,041	​	—	​	—	​	4,774,041	​	3,563,305	​	8,337,346
Other comprehensive loss	​	—	​	—	​	—	​	—	​	—	​	—	​	—	​	—	​	(134,954)	​	—	​	(134,954)	​	(115,701)	​	(250,655)
03/31/2024		6,499		327,602,195		(255,893)		(780,841)		16,927,755		9,285,261		(31,287,979)		(9,128,976)	​	1,147,423	​	(160,702)	​	313,354,742	​	35,174,823	​	348,529,565

​

The accompanying Notes are an integral part of these unaudited interim condensed consolidated financial statements. Related parties’ balances and transactions are disclosed in Note 15.

​

​ F-7

Table of Contents

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the nine-month periods ended of March 31, 2024, and 2023

(Amounts in US$)

​

​	​	​	​	​	​	​
​	****	Notes	****	03/31/2024	****	03/31/2023
OPERATING ACTIVITIES		​		​		​
Profit for the period		​		8,337,346		22,964,240
​	​	​	​	​	​	​
Adjustments to reconcile profit to net cash flows		​		​		​
Income tax		7		7,806,595		507,922
Financial results		​		19,193,389		25,606,323
Depreciation of property, plant and equipment		5.7		3,923,274		4,201,056
Amortization of intangible assets		5.8		8,235,478		7,958,605
Depreciation of leased assets		14		2,526,174	​	2,816,343
Transactional expenses	​	​	​	—	​	3,973,916
Share-based incentive and stock options		​		11,481,363		2,680,218
Share of profit or loss of joint ventures and associates		11		(4,467,103)		(1,260,433)
Loss of participation in joint ventures and associates	​	11	​	—	​	13,433
Provisions for contingencies	​	​		362,248		61,948
Allowance for impairment of trade debtors		​		463,688		510,243
Allowance for obsolescence		​		335,763		814,026
Initial recognition and changes in the fair value of biological assets		​		(281,372)		(972,371)
Changes in the net realizable value of agricultural products after harvest	​	​	​	2,021,747	​	2,848,810
Gain or loss on sale of equipment and intangible assets		​		(87,599)		(68,292)
​	​	​	​	​	​	​
Working capital adjustments		​		​		​
Trade receivables		​		(48,428,426)		(40,769,077)
Other receivables		​		(2,721,910)		(12,211,085)
Income and minimum presumed income taxes		​		4,623,067		(11,141,678)
Inventories and biological assets		​		7,577,552		(19,371,086)
Trade and other payables		​		16,662,579		(3,741,470)
Employee benefits and social security		​		(1,791,169)		320,004
Deferred revenue and advances from customers		​		(18,613,875)		24,123,896
Income taxes paid	​	​	​	—	​	(3,468,795)
Interest collected		​		1,408,277	​	4,777,712
Inflation effects on working capital adjustments		​		(107,285)	​	(94,393)
Net cash flows generated by operating activities	****	**** ​	****	18,459,801	​	11,080,015

​

The accompanying Notes are an integral part of these unaudited interim condensed consolidated financial statements. Related parties’ balances and transactions are disclosed in Note 15.

​ F-8

Table of Contents

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the nine-month periods ended of March 31, 2024, and 2023

(Amounts in US$)

​

​	​	​	​	​	​	​
​	****	Notes	****	03/31/2024	****	03/31/2023
INVESTMENT ACTIVITIES
Proceeds from sale of property, plant and equipment	​	​		167,868		107,155
Net cash received from business combination	​	​	​	—	​	4,373,265
Proceeds from financial assets	​	​	​	—	​	2,491,947
Investment in financial assets	​	​	​	(11,873,696)	​	(13,458,518)
Purchase of property, plant and equipment		5.7		(7,773,443)		(7,319,549)
Capitalized development expenditures		5.8		(7,867,528)		(8,479,784)
Purchase of intangible assets		5.8		(1,086,398)		(198,203)
Net cash flows used by investing activities	​	​	****	(28,433,197)	****	(22,483,687)
​	​	​	​	​	​	​
FINANCING ACTIVITIES	​	​		​
Proceeds from borrowings	​	​		139,750,796		180,832,115
Repayment of borrowings and financed payments	​	​		(131,671,711)		(127,855,172)
Interest payments	​	​		(16,806,711)		(12,841,462)
Other financial proceeds or payments, net	​	​		(1,800,597)		(5,009,457)
Purchase of own shares	​	​	​	(734,388)	​	(2,513,787)
Leased assets payments	​	14	​	(3,939,771)	​	(2,530,405)
Cash dividend distributed by subsidiary	​	​	​	(174,800)	​	(452,129)
Net cash flows (used) generated by financing activities	​	**** ​	****	(15,377,182)	****	29,629,703
**** ​	​	​	​	​	​	​
Net (decrease) increase in cash and cash equivalents	​	**** ​	****	(25,350,578)	****	18,226,031
**** ​	​	**** ​	​	​	​	​
Inflation effects on cash and cash equivalents	​	**** ​	​	(23,071)	​	(30,650)
**** ​	​	**** ​	​	​	​	​
Cash and cash equivalents as of beginning of the period		5.1		48,129,194		33,475,266
Effect of exchange rate changes on cash and equivalents	​	​	****	(6,394,346)	****	6,066,491
Cash and cash equivalents as of the end of the period	****	5.1	****	16,361,199	****	57,737,138

​

The accompanying Notes are an integral part of these unaudited interim condensed consolidated financial statements. Related parties’ balances and transactions are disclosed in Note 15.

​

​ F-9

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NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US$, except otherwise indicated)

​

Index

​

1.	General information.
​	​
2.	Accounting standards and basis of preparation.
​	​
3.	New standards, amendments and interpretations issued by the IASB.
​	​
4.	Seasonality
​	​
5.	Information about components of unaudited interim condensed consolidated statement of financial position.
​	​
6.	Information about components of unaudited interim condensed consolidated statement of comprehensive income.
​	​
7.	Taxation.
​	​
8.	Earnings per share.
​	​
9.	Equity information.
​	​
10.	Cash flow information.
​	​
11.	Joint ventures and associates.
​	​
12.	Segment information.
​	​
13.	Financial instruments – Risk management.
​	​
14.	Leases.
​	​
15.	Shareholders and other related parties’ balances and transactions.
​	​
16.	Key management personnel compensation.
​	​
17.	Share-based payments.
​	​
18.	Contingencies, commitments and restrictions on the distribution of profits.
​	​
19.	Events occurring after the reporting period.

​

​

​ F-10

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​

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US$, except otherwise indicated)

​

1.    GENERAL INFORMATION

Bioceres Crop Solutions Corp. (NASDAQ:BIOX) is a leader in the development and commercialization of productivity solutions designed to regenerate agricultural ecosystems while making crops more resilient to climate change. To do this, Bioceres’ products create economic incentives for farmers and other stakeholders to adopt environmentally friendly production practices. Bioceres has a unique biotech platform with high impact, patented technologies for seeds and microbial ag inputs, as well as next generation crop nutrition and protection solutions.

Bioceres is a global company with an extensive geographic footprint. The Group’s agricultural inputs are marketed across more than 45 countries, primarily in South America, the United States and Europe.

Unless the context otherwise requires, “we”, “us”, “our”, “Bioceres”, “BIOX”, “the Group”, and “Bioceres Crop Solutions” will refer to Bioceres Crop Solutions Corp. and its subsidiaries.

​

2. ACCOUNTING STANDARDS AND BASIS OF PREPARATION

Statement of compliance with IFRS as issued by IASB

These unaudited interim condensed consolidated financial statements for the nine-month period ended March 31, 2024, have been prepared in accordance with Accounting Standard IAS 34 Interim Financial Reporting.

These unaudited interim condensed consolidated financial statements do not include all notes of the type normally included in an annual financial statement. Accordingly, these unaudited interim condensed consolidated financial statements are to be read in conjunction with the consolidated financial statements for the fiscal year ended June 30, 2023.

Authorization for the issue of the consolidated financial statements

These unaudited interim condensed consolidated financial statements of the Group as of March 31, 2024, June 30, 2023 and for the three and nine month periods ended March 31, 2024 and 2023 were authorized by the Board of Directors of Bioceres Crop Solutions Corp. on May 29, 2024.

Basis of measurement

The consolidated financial statements of the Group have been prepared using:

●Going concern basis of accounting, considering the conclusion of the assessment made by the Group’s Management about the ability of the Group and its subsidiaries to continue as a going concern, in accordance with the requirements of paragraph 25 of IAS 1, “Presentation of Financial Statements”.

●Accrual basis of accounting (except for cash flows information). Under this basis of accounting, the effects of transactions and other events are recognized as they occur, even when there are no cash flows.

Functional currency and presentation currency

a)	Functional currency

Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic market in which the entity operates (i.e., “the functional currency”). F-11

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​

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US$, except otherwise indicated)

​

b)	Presentation currency

The consolidated financial statements of the Group are presented in US dollars.

c)	Foreign currency

Transactions entered into by Group entities in a currency other than their functional currency are recorded at the relevant exchange rates as of the date upon which such transactions occur. Foreign currency monetary assets and liabilities are translated at the prevailing exchanges rates as of the final day of each reporting period. Exchange differences arising from the retranslation of unsettled monetary assets and liabilities are recognized immediately in profit or loss, except for foreign currency borrowings qualifying as a hedge of a net investment in a foreign operation for which exchange differences are recognized in other comprehensive income and accumulated in the foreign exchange reserve along with the exchange differences arising from the retranslation of the foreign operation. Upon the disposal of a foreign operation, the cumulative exchange differences recognized in the foreign exchange reserve relating to such operation up to the date of disposal are transferred to the consolidated statement of profit or loss and other comprehensive income as part of the gain or loss recognized upon such disposal.

Changes in accounting policies

In previous years, the Group presented the sum of revenues from contracts with customers, initial recognition and changes in fair value of biological assets at the point of harvest, and changes in the net realizable value of agricultural products after harvest in a caption “Total” to assist investors to understand the performance of the Group’s comprehensive income for each fiscal year. As of the current period, that caption has been removed from the consolidated statements of comprehensive income to be aligned with comparable companies of the industry.

The accounting policies adopted in the preparation of these unaudited interim condensed consolidated financial statements are consistent with those adopted for the preparation of the consolidated financial statements as of June 30, 2023.

3. NEW STANDARDS, AMENDMENTS AND INTERPRETATIONS ISSUED BY THE IASB

a)The following new standards, amendments and interpretations became applicable for the current reporting period and adopted by the Group.

-	Amendment to IAS 12 –Deferred tax related to assets and liabilities arising from a single transaction.
-	International Tax Reform—Pillar Two Model Rules (Amendments to IAS 12)
---	---
-	Amendments to IAS 1 and IFRS Practice Statement 2- Disclosure of Accounting Policies
---	---
-	Amendments to IAS 8-Definition of Accounting Estimates
---	---

These new standards and amendments did not have any material impact on the Group.

b)The following new standards are not yet adopted by the Group.

-	Amendments to IFRS 16- Lease Liability in a Sale and Leaseback. The amendments are effective for annual reporting periods beginning on or after 1 January 2024.
-	Amendments to IAS1 – Non- current liabilities with covenants. The amendments are effective for annual reporting periods beginning on or after 1 January 2024.
---	---
-	Amendments to IAS 7- Statement of Cash Flows & to IFRS 7- Financial Instruments: Disclosures. The amendments are effective for annual reporting periods beginning on or after 1 January 2024.
---	---
-	Amendments to IAS 21- The Effects of Changes in Foreign Exchange Ratestitled Lack of Exchangeability. The amendments are effective for annual reporting periods beginning on or after 1 January 2025.
---	---

F-12

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​

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US$, except otherwise indicated)

​

-	Amendment to IAS 7 and IFRS 7 - Supplier Financing. The amendments are effective for annual periods beginning on or after January 1, 2024.

The above amendments are not expected to have material impact on the Group.

-

IFRS 18 – Presentation and Disclosure in Financial Statements. This standard sets out requirements for the presentation and disclosure of information in general purpose financial statements to help ensure they provide relevant information that faithfully represents an entity’s assets, liabilities, equity, income and expenses. It is effective for annual periods beginning on or after January 1, 2027.

The Group is currently analyzing the potential impact of this standard on our financial statements.

4. SEASONALITY

Our revenues fluctuate depending on the timing of orders from our distributors and customers and on prevailing market prices, which influence the purchase decisions of growers, the end users of our seed and integrated products, crop protection products and crop nutrition products. Given the cyclicality of crop planting and harvesting, as well as growing seasons, which vary from year to year, our business is highly seasonal. This results in substantial fluctuations in quarterly sales and profitability. Our portfolio is highly oriented to crop planting. Generally, our sales are concentrated in the third and fourth quarters of each calendar year, when demand for our seed and integrated products, crop protection products and crop nutrition products increases as growers begin planting their summer crops in South America, while winter crop season occurs in the Northern hemisphere. With our seed and integrated products business, we contract with growers and seed suppliers based upon our anticipated market demand. Generally, in our seed and integrated products business we stock the seed during the harvest season and ship from inventory throughout the year, with the objective of selling most of the inventory from the current year’s harvest before the next year’s, with our crop protection and our crop nutrition business following a similar cycle to the seed cycle. Milestone, royalty, and license revenues are also likely to fluctuate from period to period given the seasonality of agriculture and time required to progress from one milestone to the next.

​

Our seed and integrated products, crop protection and crop nutrition businesses are also affected by unpredictable weather conditions such as heavy rains, hail, floods, freezing conditions, windstorms, drought or fire, as well as other hazardous situations beyond our control, which may cause our sales and operating results to fluctuate significantly. In addition, disruptions that cause delays by growers in harvesting or planting can result in the movement of orders to a future quarter, which also causes fluctuations in our quarterly operating results. Finally, some of our customers and distributors order in bulk only one or two times a year, which may further cause our seed product revenues to fluctuate from period to period.

​

5.    INFORMATION ABOUT COMPONENTS OF CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

5.1. Cash and cash equivalents

​

​	​	​	​	​
​	****	03/31/2024	****	06/30/2023
Cash at bank and on hand	​	16,361,199	​	48,129,194
​		16,361,199	​	48,129,194

​ F-13

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​

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US$, except otherwise indicated)

​

5.2.  Other financial assets

​

​	​	​	​	​
​	****	03/31/2024	****	06/30/2023
Current		​
Restricted short-term deposits		—		212,703
US Treasury bills	​	4,497,915	​	9,163,298
Mutual funds	​	9,304,234	​	1,596,539
Other investments		2,650,934		1,162,480
​		16,453,083		12,135,020
​	​	​	​	​
​	****	03/31/2024	****	06/30/2023
Non-current
Shares of Bioceres S.A.		444,410		444,635
Other investments		315		274
​		444,725		444,909

​

5.3. Trade receivables

​

​	​	​	​	​
​	****	03/31/2024	****	06/30/2023
Current	​	​	​	​
Trade debtors	​	217,411,575	​	160,269,233
Allowance for impairment of trade debtors		(7,538,577)		(7,425,604)
Shareholders and other related parties (Note 15)		1,135,342		—
Allowance for credit notes to be issued		(3,955,767)		(3,694,019)
Trade debtors - Joint ventures and associates (Note 15)		—		865,627
Deferred checks		4,132,745		7,991,237
​	​	211,185,318		158,006,474

​

The book value is reasonably approximate to the fair value given its short-term nature.

​ F-14

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​

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US$, except otherwise indicated)

​

5.4. Other receivables

​

​	​	​	​	​
​	****	03/31/2024	****	06/30/2023
Current
Taxes		6,044,470		6,113,764
Receivables for PP&E sales	​	—	​	156,423
Shareholders and other related parties (Note 15)		3,214,782		3,792,429
Other receivables - Joint ventures and associates (Note 15)		8,289,497		6,104,219
Prepayments to suppliers		6,795,008		10,956,831
Reimbursements over exports		—		10,558
Prepaid expenses and other receivables		4,919,413		1,302,221
Miscellaneous		1,423,792		388,553
​		30,686,962		28,824,998
​	​	​	​	​
​	****	03/31/2024	****	06/30/2023
Non-current		​		​
Taxes		701,475		873,699
Reimbursements over exports		1,120,625		1,290,227
Loans receivables		230,000		230,000
Miscellaneous		22,138		152,315
​		2,074,238		2,546,241

​

5.5. Inventories

​

​	​	​	​	​
​	****	03/31/2024	****	06/30/2023
Seeds		591,889	​	1,542,159
Resale products		69,256,987	​	58,544,931
Manufactured products		28,389,645	​	25,881,761
Goods in transit		1,643,982	​	3,620,606
Supplies		18,545,213	​	24,893,187
Agricultural products		13,481,807	​	28,436,830
Allowance for obsolescence		(2,746,985)	​	(2,492,499)
​	​	129,162,538	​	140,426,975
​	​	​	​	​
Net of agricultural products		115,680,731		111,990,145

​

5.6. Biological assets

Changes in Biological assets:

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​	****	Soybean	****	Corn	****	Wheat	****	Barley	****	Sunflower	****	Total
Beginning of the period	​	—	​	—	​	87,785	​	59,057	​	—	​	146,842
Initial recognition and changes in the fair value of biological assets at the point of harvest		(61,540)		3,790		231,523		106,605		994	****	281,372
Costs incurred during the period		1,391,813		774,400		—		—		137,682	****	2,303,895
Decrease due to harvest/disposals		—		(160,709)		(319,308)		(165,662)		(138,676)	****	(784,355)
Period ended March 31, 2024	****	1,330,273	****	617,481	****	—	****	—	****	—	****	1,947,754

​ F-15

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​

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US$, except otherwise indicated)

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​	****	Soybean	****	Corn	****	Wheat	****	Barley	****	Sunflower	****	Total
Beginning of the period		—	​	—	​	44,413	​	12,900	​	—	​	57,313
Initial recognition and changes in the fair value of biological assets at the point of harvest		275,070		289,648		191,481		159,996	​	56,176		972,371
Costs incurred during the period		986,505		721,294		389,282		126,293	​	83,651		2,307,025
Decrease due to harvest/disposals		(158,356)		(70,510)		(625,176)		(299,189)	​	(139,827)		(1,293,058)
Period ended March 31, 2023	****	1,103,219	****	940,432	****	—	****	—	​	—	****	2,043,651

​

5.7. Property, plant and equipment

Property, plant and equipment as of March 31, 2024 and June 30, 2023 included the following:

​

​	​	​	​	​
​	****	03/31/2024	****	06/30/2023
Gross carrying amount		103,993,253		93,634,779
Accumulated depreciation		(29,429,662)		(25,780,944)
Net carrying amount		74,563,591		67,853,835

​

Net carrying amount for each class of assets is as follows:

​

​	​	​	​	​
​	​	Net carrying	​	Net carrying
​	​	amount	​	amount
Class	****	03/31/2024	****	06/30/2023
Office equipment	​	267,480	​	263,892
Vehicles	​	1,989,973	​	2,032,853
Equipment and computer software		171,674		174,399
Fixtures and fittings		2,279,558		2,862,949
Machinery and equipment		13,106,958		14,463,756
Land and buildings		38,673,141		36,144,792
Buildings in progress		18,074,807		11,911,194
Total		74,563,591		67,853,835

​

1.     Gross carrying amount as of March 31, 2024 is as follows:

​

​	​	​	​	​	​	​	​	​	​	​
​	​	Gross carrying amount
​	​	As of the	​	​	​	​	​	​	​	​
​	​	beginning	​	​	​	​	​	Foreign	​	As of the
​	​	of the	​	​	​	​	​	currency	​	end of the
Class	****	period	****	Additions	****	Disposals	****	translation	****	period
Office equipment	​	968,088	​	56,301	​	—	​	(2,938)	​	1,021,451
Vehicles	​	5,492,319	​	588,368	​	(63,744)	​	(83,135)	​	5,933,808
Equipment and computer software	​	974,509	​	152,174	​	(1,664)	​	(7,568)	​	1,117,451
Fixtures and fittings	​	7,663,899	​	11,085	​	—	​	(4,060)	​	7,670,924
Machinery and equipment		23,513,047	​	572,889		(115,211)		(76,764)		23,893,961
Land and buildings		43,111,723	​	3,228,807		—		(59,679)		46,280,851
Buildings in progress (a)		11,911,194	​	6,367,797		—		(204,184)		18,074,807
Total		93,634,779	​	10,977,421		(180,619)		(438,328)		103,993,253

(a)- Includes capitalized financial costs of $100,809 corresponding to the period ended March 31, 2024. F-16

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​

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US$, except otherwise indicated)

​

2.     Accumulated depreciation as of March 31, 2024 is as follows:

​

​	​	​	​	​	​	​	​	​	​	​
​	​	Depreciation
​	​	Accumulated	​	​	​	​	​	​	​	​
​	​	as of the	​	​	​	​	​	Foreign	​	Accumulated
​	​	beginning of	​	​	​	​	​	currency	​	as of the end
Class	****	the period	****	Disposals	****	Of the period	****	translation	****	of the period
Office equipment	​	704,196	​	—	​	51,251	​	(1,476)	​	753,971
Vehicles	​	3,459,466	​	(54,731)	​	635,040	​	(95,940)	​	3,943,835
Equipment and computer software	​	800,110	​	(1,664)	​	152,719	​	(5,388)	​	945,777
Fixtures and fittings	​	4,800,950	​	—	​	592,248	​	(1,832)	​	5,391,366
Machinery and equipment		9,049,291		(43,955)		1,789,498		(7,831)		10,787,003
Land and buildings		6,966,931		—		702,518		(61,739)		7,607,710
Total		25,780,944		(100,350)		3,923,274		(174,206)		29,429,662

​

3.     Gross carrying amount as of March 31, 2023 is as follows:

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Gross carrying amount
​	​	As of the	​	​	​	Additions	​	​	​	Foreign	​	As of the
​	​	beginning	​	​	​	from business	​	​	​	currency	​	end of the
Class	****	of the period	****	Additions	****	combination	****	Disposals	****	translation	****	period
Office equipment	​	908,004	​	32,165	​	—	​	—	​	3,068	​	943,237
Vehicles	​	5,261,979	​	263,773	​	—	​	(59,744)	​	2,180	​	5,468,188
Equipment and computer software	​	925,349	​	72,436	​	12,469	​	(61,603)	​	3,614	​	952,265
Fixtures and fittings	​	7,606,389	​	47,224	​	5,379	​	—	​	1,482	​	7,660,474
Machinery and equipment		13,017,830	​	1,547,046		7,047,496		(26,958)		2,243		21,587,657
Land and buildings		40,659,129	​	—		4,750,136		—		23,936		45,433,201
Buildings in progress (a)		3,142,774	​	5,297,301		1,285,092		—		61,249		9,786,416
Total		71,521,454	​	7,259,945		13,100,572		(148,305)		97,772		91,831,438

(a)- Includes capitalized financial costs of $ 59,604 corresponding to the period ended March 31, 2023.

4.      Accumulated depreciation as of March 31, 2023 is as follows:

​

​	​	​	​	​	​	​	​	​	​	​
​	​	Depreciation
​	​	Accumulated	​	​	​	​	​	​	​	​
​	​	as of the	​	​	​	​	​	Foreign	​	Accumulated
​	​	beginning of	​	​	​	Of the	​	currency	​	as of the end
Class	****	the period	****	Disposals	****	period	****	translation	****	of the period
Office equipment	​	638,466	​	—	​	48,541	​	693	​	687,700
Vehicles	​	2,596,905	​	(59,744)	​	717,554	​	1,990	​	3,256,705
Equipment and computer software	​	693,673	​	(44,309)	​	107,642	​	2,313	​	759,319
Fixtures and fittings		4,059,470	​	—	​	553,608	​	711	​	4,613,789
Machinery and equipment		7,205,870		(5,389)		2,091,363		7,407		9,299,251
Land and buildings		6,418,745		—		682,348		317		7,101,410
Total		21,613,129		(109,442)		4,201,056		13,431		25,718,174

​

The depreciation charge is included in Notes 6.3 and 6.4. The Group has no commitments to purchase property, plant and equipment items. F-17

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​

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US$, except otherwise indicated)

​

5.8. Intangible assets

Intangible assets as of March 31, 2024 and June 30, 2023 included the following:

​

​	​	​	​	​
​	****	03/31/2024	****	06/30/2023
Gross carrying amount		211,204,058		202,306,618
Accumulated amortization		(36,750,183)		(28,522,662)
Net carrying amount		174,453,875		173,783,956

​

Net carrying amount of each class of intangible assets is as follows:

​

​	​	​	​	​
​	​	Net carrying	​	Net carrying
​	​	amount	​	amount
Class	****	03/31/2024 (1)	****	06/30/2023 (1)
Seed and integrated products		​	​	​
HB4 soy and breeding program		33,806,586		31,679,681
Integrated seed products		2,658,346		2,841,008
Crop nutrition		​	​	​
Microbiological products		51,728,746		49,508,801
Other intangible assets		​	​	​
Trademarks and patents		56,737,786		59,760,753
Software		2,543,636		1,987,690
Customer loyalty		21,978,775		23,006,023
RG/RS/OX Wheat	​	5,000,000	​	5,000,000
Total		174,453,875		173,783,956
(1)	Includes $34.2 million as of March 31, 2024 and $27.4 million as of June 30, 2023 of intangible assets not subject to amortization.
---	---

1.      Gross carrying amount as of March 31, 2024 is as follows:

​

​	​	​	​	​	​	​	​	​
​	​	Gross carrying amount
​	​	As of the	​	​	​	Foreign	​	As of the
​	​	beginning of	​	​	​	currency	​	end of the
Class	****	the period	****	Additions	****	translation	****	period
Seed and integrated products	​	​	​	​	​	​	​	​
HB4 soy and breeding program	​	34,958,425	​	3,409,547	​	—	​	38,367,972
Integrated seed products	​	3,219,808	​	—	​	(48,447)	​	3,171,361
Crop nutrition	​	​	​	​	​	​	​	​
Microbiological products		55,645,028		4,457,981	​	—		60,103,009
Other intangible assets		​	​	​	​	​	​	​
Trademarks and patents		67,653,234		36,249	​	—		67,689,483
Software		5,582,411		1,050,149	​	(8,039)		6,624,521
Customer loyalty		30,247,712		—	​	—		30,247,712
RG/RS/OX Wheat	​	5,000,000	​	—	​	—	​	5,000,000
Total		202,306,618		8,953,926	​	(56,486)		211,204,058

​ F-18

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​

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US$, except otherwise indicated)

​

2.      Accumulated amortization as of March 31, 2024 is as follows:

​

​	​	​	​	​	​	​	​	​
​	​	Amortization
​	​	Accumulated	​	​	​	Foreign	​	Accumulated as
​	​	as of beginning	​	​	​	currency	​	of the end of the
Class	****	of the period	****	Of the period	****	translation	****	period
Seed and integrated products	​		​		​		​
HB4 soy and breeding program	​	3,278,744	​	1,282,642	​	—	​	4,561,386
Integrated seed products	​	378,800	​	139,914	​	(5,699)	​	513,015
Crop nutrition	​	​	​	​	​	​	​	​
Microbiological products	​	6,136,227	​	2,238,036	​	—	​	8,374,263
Other intangible assets	​	​	​	​	​	​	​	​
Trademarks and patents	​	7,892,481	​	3,059,216	​	—	​	10,951,697
Software		3,594,721		488,422	​	(2,258)		4,080,885
Customer loyalty		7,241,689		1,027,248	​	—		8,268,937
Total		28,522,662		8,235,478	​	(7,957)		36,750,183

​

3.      Gross carrying amount as of March 31, 2023 is as follows:

​

​	​	​	​	​	​	​	​	​	​	​
​	​	Gross carrying amount
​	​	As of the	​	​	​	Additions from	​	​	​	​
​	​	beginning	​	​	​	business	​	Foreign currency	​	As of the end of
Class	****	of the period	****	Additions	****	combination	****	translation	****	the period
Seed and integrated products		​			​	​	​
HB4 soy and breeding program		31,371,088	​	2,499,931	​	—	​	—	​	33,871,019
Integrated seed products	​	3,181,155	​	—	​	—	​	32,667	​	3,213,822
Crop nutrition		​		​	​	​	​	​		​
Microbiological products		8,855,421	​	5,979,853	​	39,613,280	​	3,064	​	54,451,618
Other intangible assets		​		​	​	​	​	​		​
Trademarks and patents		12,183,045		61,803	​	55,420,441	​	—		67,665,289
Software		5,176,373		136,400	​	—	​	12,488		5,325,261
Customer loyalty		28,462,475	​	—	​	1,785,237	​	—	​	30,247,712
RG/RS/OX Wheat	​	5,000,000	​	—	​	—	​	—	​	5,000,000
Total		94,229,557		8,677,987	​	96,818,958	​	48,219		199,774,721

​ F-19

Table of Contents

​

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US$, except otherwise indicated)

​

4.     Accumulated amortization as of March 31, 2023 is as follows:

​

​	​	​	​	​	​	​	​	​
​	​	Amortization
​	​	Accumulated as	​	****	​	Foreign	​	Accumulated
​	​	of beginning of	​	​	​	currency	​	as of the end
Class	****	the period	****	Of the period	****	translation	****	of the period
Seed and integrated products	​	​	​	​	​	​	​	​
HB4 soy and breeding program		1,568,554		1,270,163	​	—		2,838,717
Integrated seed products		43,997	​	34,439	​	1,921	​	80,357
Crop nutrition		​	​	​	​	​	​	​
Microbiological products		3,063,073	​	3,218,529	​	—	​	6,281,602
Other intangible assets		​		​	​	​		​
Trademarks and patents		3,916,004		67,578	​	—		3,983,582
Software		3,008,388		999,286	​	1,212		4,008,886
Customer loyalty	​	5,924,672	​	2,368,610	​	—	​	8,293,282
Total	​	17,524,688	​	7,958,605	​	3,133	​	25,486,426

​

The amortization charge is included in Notes 6.3 and 6.4.

5.9. Goodwill

​

​	​	​	​	​
​		03/31/2024		06/30/2023
​	​	​	​	​
Rizobacter Argentina S.A.		28,080,271		28,080,271
Bioceres Crops S.A.	​	7,523,322	​	7,523,322
Pro farm Group, Inc.		76,089,749		76,089,749
Insumos Agroquímicos S.A.	​	470,090	​	470,090
​		112,163,432		112,163,432

​

There were no indicators of goodwill impairment.

​

5.10. Investment properties

​

​	​	​	​	​
​	****	03/31/2024	****	06/30/2023
​	​	​	​	​
Investment properties		560,783		3,589,749
​		560,783		3,589,749

​

5.11. Trade and other payables

​

​	​	​	​	​
​	****	03/31/2024	****	06/30/2023
​	​	​	​	​
Trade creditors		100,566,790		104,211,238
Shareholders and other related parties (Note 15)		90,765		35,292
Trade creditors - Parent company (Note 15)		206,962		644,191
Trade creditors - Joint ventures and associates (Note 15)		60,463,450		41,402,594
Taxes		5,192,702		3,561,058
Miscellaneous		99,056		953,301
​		166,619,725		150,807,674

​ F-20

Table of Contents

​

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US$, except otherwise indicated)

​

5.12. Borrowings

​

​	​	​	​	​
​	****	03/31/2024	****	06/30/2023
Current	​	​	​	​
Bank borrowings		90,932,210		61,303,952
Corporate bonds		45,010,123		35,547,510
Trust debt securities	​	2,953,319	​	7,296,506
Net loans payables- Parents companies and related parties to Parent (Note 15)		3,713,056		3,491,691
​		142,608,708		107,639,659
Non-current		​		​
Bank borrowings		13,840,284		10,663,266
Corporate bonds		5,071,823		50,007,680
Trust debt securities	​	1,562,898	​	—
​	​	20,475,005	​	60,670,946

​

The carrying value of some borrowings as of March 31, 2024 are measured at amortized cost differ from their fair value. The following fair values measured are based on discounted cash flows (Level 3) due to the use of unobservable inputs, including own credit risk.

​

​	​	​	​	​	​	​	​	​
​	​	03/31/2024			​	06/30/2023
​	****	Amortized cost	****	Fair value	****	Amortized cost	****	Fair value
Current	​	​	​	​	​	​	​	​
Bank borrowings		90,932,210		89,596,837		61,303,952		57,209,155
Corporate Bonds		45,010,123		44,268,325		35,547,510		34,725,828
​	​	​	​	​	​	​	​	​
Non-current	****	​		​	****	​		​
Bank borrowings		13,840,284		13,010,039		10,663,266		10,374,646
Corporate Bonds		5,071,823		4,871,622		50,007,680		47,014,542

​

5.13. Secured Notes

Secured Guaranteed Notes

The carrying value of $26.5 million of the Secured Guaranteed Notes as of March 31, 2024 are measured at amortized cost. Its fair value based on discounted cash flows, using a fair interest rate, would amount to $27 million.

Secured Convertible Guaranteed Notes

The carrying value of $53.2 million of the Secured Convertible Guaranteed Notes as of March 31, 2024 are measured at amortized cost. Its fair value based on discounted cash flows, using a fair interest rate, would amount to $55.7 million.

Under the terms of the Secured Convertible Guaranteed Notes, the Group is in compliance with covenants.

5.14. Employee benefits and social security

​

​	​	​	​	​
​	****	03/31/2024	****	06/30/2023
Salaries, accrued incentives, vacations and social security		7,731,620		9,388,639
Key management personnel (Note 15)	​	83,918	​	218,068
​	​	7,815,538	​	9,606,707

​ F-21

Table of Contents

​

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US$, except otherwise indicated)

​

5.15. Deferred revenue and advances from customers

​

​	​	​	​	​
​		03/31/2024	****	06/30/2023
Current
Advances from customers		4,096,466		9,216,032
Deferred revenue		1,443,431		15,659,630
​		5,539,897		24,875,662
Non-current		​		​
Advances from customers	​	110,285	​	620,893
Deferred revenue		2,669,410		1,436,912
​		2,779,695		2,057,805

​

​

6.    INFORMATION ABOUT COMPONENTS OF CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

6.1. Revenue from contracts with customers

​

​	​	​	​	​
​	****	03/31/2024	****	03/31/2023
Sale of goods and services		324,017,247		281,274,372
Royalties		838,516		198,630
Right of use licenses	​	15,659,630	​	32,903,458
​		340,515,393		314,376,460

​

Transactions of sales of goods and services with joint ventures and with shareholders and other related parties are reported in Note 15.

6.2.  Cost of sales

​

​	​	​	​	​
Item		03/31/2024	****	03/31/2023
Inventories as of the beginning of the period		111,990,145		78,759,610
Business combination		—		11,064,908
Purchases of the period		186,878,728		173,983,461
Production costs		18,690,702		20,705,305
Foreign currency translation		(214,790)		(59,173)
Subtotal		317,344,785		284,454,111
Inventories as of the end of the period (*)		(115,680,731)		(113,499,215)
Cost of sales	​	201,664,054	​	170,954,896

(*)Net of agricultural products.

​ F-22

Table of Contents

​

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US$, except otherwise indicated)

​

6.3.  R&D classified by nature

​

​	​	​	​	​
​	****	Research and	****	Research and
​	​	development	​	development
​	****	expenses	****	expenses
Item	****	03/31/2024		03/31/2023
Amortization of intangible assets		3,669,870		3,407,314
Analysis and storage	​	5,302	​	34,135
Import and export expenses		—		850
Depreciation of property, plant and equipment		466,453		433,289
Freight and haulage	​	23,924	​	9,080
Employee benefits and social securities		3,847,298		3,515,918
Maintenance		220,228		430,497
Energy and fuel		8,337		104,181
Supplies and materials		1,418,048		1,678,527
Mobility and travel		157,561		211,183
Share-based incentives	​	394,997	​	122,222
Publicity and advertising		—		20,589
Professional fees and outsourced services		848,716		746,611
Professional fees related parties	​	163,008	​	237,864
Office supplies		527,956		79,459
Information technology expenses	​	26,716	​	38,436
Insurance		35,690		62,884
Depreciation of leased assets	​	—	​	46,772
Miscellaneous		315		23,982
Total		11,814,419		11,203,793

​

​	​	​	​	​
R&D capitalized (Note 5.8)		7,867,528		8,479,784
R&D profit and loss		11,814,419		11,203,793
Total		19,681,947		19,683,577

​ F-23

Table of Contents

​

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US$, except otherwise indicated)

​

6.4.  Expenses classified by nature and function

​

​	​	​	​	​	​	​
​	****	​	****	Selling,	****	​
​	****	​	​	general and	​	​
​	​	Production	​	administrative	​	Total
Item	​	costs	​	expenses	​	03/31/2024
Amortization of intangible assets		111,190	​	4,454,418	​	4,565,608
Analysis and storage		570	​	156,402	​	156,972
Commissions and royalties		419,089	​	1,342,811	​	1,761,900
Import and export expenses		56,789	​	502,588	​	559,377
Depreciation of property, plant and equipment		2,014,248	​	1,442,573	​	3,456,821
Depreciation of leased assets	​	1,003,866	​	1,522,308	​	2,526,174
Impairment of receivables		—	​	463,688	​	463,688
Freight and haulage		1,006,879	​	9,326,846	​	10,333,725
Employee benefits and social securities		8,057,497	​	29,437,292	​	37,494,789
Maintenance		1,565,609	​	1,665,461	​	3,231,070
Energy and fuel		671,376	​	363,024	​	1,034,400
Supplies and materials		714,346	​	2,398,596	​	3,112,942
Mobility and travel		126,559	​	3,216,650	​	3,343,209
Publicity and advertising		1,735	​	3,434,408	​	3,436,143
Contingencies		43,598	​	318,650	​	362,248
Share-based incentives	​	445,153	​	10,641,213	​	11,086,366
Professional fees and outsourced services		1,496,057	​	6,257,187	​	7,753,244
Professional fees related parties		—	​	134,366	​	134,366
Office supplies and registrations fees		139,983	​	927,625	​	1,067,608
Insurance		158,218	​	1,602,483	​	1,760,701
Information technology expenses		31,175	​	2,821,390	​	2,852,565
Obsolescence		335,763	​	—	​	335,763
Taxes		288,287	​	9,611,667	​	9,899,954
Miscellaneous		2,715	​	145,380	​	148,095
Total		18,690,702	​	92,187,026	​	110,877,728

​ F-24

Table of Contents

​

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US$, except otherwise indicated)

​

​	​	​	​	​	​	​
​	****	​	****	Selling,	****	​
​	****	​	​	general and	​	​
​	​	Production	​	administrative	​	Total
Item	​	costs	​	expenses	​	03/31/2023
Amortization of intangible assets		130,260	​	4,421,031	​	4,551,291
Analysis and storage		5,173	​	334,532	​	339,705
Commissions and royalties		122,275	​	1,304,013	​	1,426,288
Import and export expenses		188,051	​	510,368	​	698,419
Depreciation of property, plant and equipment		2,274,040	​	1,493,727	​	3,767,767
Depreciation of leased assets	​	320,024	​	2,449,547	​	2,769,571
Impairment of receivables		—	​	510,243	​	510,243
Freight and haulage		1,861,657	​	7,831,593	​	9,693,250
Employee benefits and social securities		9,428,993	​	27,655,561	​	37,084,554
Maintenance		1,100,483	​	1,408,342	​	2,508,825
Energy and fuel		998,752	​	269,725	​	1,268,477
Supplies and materials		791,071	​	794,865	​	1,585,936
Mobility and travel		95,638	​	3,147,898	​	3,243,536
Publicity and advertising		2,528	​	4,510,067	​	4,512,595
Contingencies		—	​	61,948	​	61,948
Share-based incentives	​	73,165	​	2,484,831	​	2,557,996
Professional fees and outsourced services		2,100,245	​	10,217,378	​	12,317,623
Professional fees related parties		—	​	53,501	​	53,501
Office supplies and registrations fees		54,041	​	999,428	​	1,053,469
Insurance		130,800	​	2,310,796	​	2,441,596
Information technology expenses		20,550	​	2,322,092	​	2,342,642
Obsolescence		814,026	​	—	​	814,026
Taxes		193,533	​	8,710,646	​	8,904,179
Miscellaneous		—	​	504,011	​	504,011
Total		20,705,305	​	84,306,143	​	105,011,448

​

6.5.  Other income or expenses, net

​

​	​	​	​	​
​	****	03/31/2024	****	03/31/2023
Net result from commercialization of agricultural products		(2,718,633)		698,517
Expenses recovery		319,843		482,034
Other income or expenses, net		159,498		602,312
​		(2,239,292)		1,782,863

​ F-25

Table of Contents

​

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US$, except otherwise indicated)

​

6.6. Finance results

​

​	​	​	​	​
​	****	03/31/2024	****	03/31/2023
Financial costs	​	​	​	​
Interest expenses with the Parents (Note 15)		(255,816)		(426,667)
Interest expenses		(16,656,789)		(15,578,825)
Financial commissions		(1,800,597)		(2,022,431)
​		(18,713,202)		(18,027,923)
​	​	​	​	​
Other financial results		​	​	​
Exchange differences generated by assets		(17,368,288)		(16,859,096)
Exchange differences generated by liabilities	​	25,808,288	​	11,615,309
Changes in fair value of financial assets or liabilities and other financial results	​	(9,928,530)	​	(2,926,589)
Net gain of inflation effect on monetary items	​	1,008,343	​	591,976
​	​	(480,187)	​	(7,578,400)

​

​

7.    TAXATION

Taxes on income in the interim periods are accrued using the tax rate that would be applicable to expected total annual earnings.

​

​	​	​	​	​
​	****	03/31/2024	****	03/31/2023
Current tax expense		(7,016,611)		(1,452,477)
Deferred tax		(789,984)		944,555
Total	​	(7,806,595)	​	(507,922)

​

​	​	​	​	​
​	****	03/31/2024	****	03/31/2023
Beginning of the period deferred tax		(28,472,383)		(24,994,569)
Additions for business combination	​	—	​	(16,704,771)
Charge for the period		(789,984)		944,555
Conversion difference	​	(468,228)	​	(810,767)
Total net deferred tax		(29,730,595)		(41,565,552)

​

​ F-26

Table of Contents

​

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US$, except otherwise indicated)

​

The tax on the Group’s profit before tax differs from the theoretical amount that would arise using the weighted average tax rate applicable to profits of the consolidated entities as follows:

​

​	​	​	​	​
​	****	03/31/2024	****	03/31/2023
Earning before income tax-rate		16,143,941	****	23,472,162
Income tax expense by applying tax rate in force in the respective countries		(4,121,315)		(1,139,677)
Share of profit of subsidiaries, joint ventures and associates		1,503,115		202,534
Stock options charge		(2,257,743)		(434,439)
Non-deductible expenses		(397,162)		(180,850)
Unrecognized deferred tax	​	—	​	(8,024)
Tax inflation adjustment		8,722,532		5,587,101
Result of inflation effect on monetary items and other finance results	​	(11,256,022)	​	(4,367,390)
Other tax benefit	​	—	​	183,917
Others		—		(351,094)
Income tax expenses	****	(7,806,595)	****	(507,922)

​

The income tax expense was calculated by applying the tax rate in force in the respective countries, as follows.

​

​	​	​	​	​	​	​
​	​	​	​	Weight average	​	​
​	​	Earnings before	​	applicable tax	​	Income tax as of
Tax jurisdiction	****	income tax-rate	****	rate	****	March 31, 2024
Low or null taxation jurisdictions	​	9,509,610	​	0.0	%	—
Profit-making entities	​	31,083,400	​	34.0	%	10,583,572
Loss-making entities		(24,449,069)		26.4	%	(6,462,257)
​	****	16,143,941	****	​	​	4,121,315

​

​	​	​	​	​	​	​
​	​	​	​	Weight average	​	​
​	​	Earnings before	​	applicable tax	​	Income tax as of
Tax jurisdiction	****	income tax-rate	****	rate	****	March 31, 2023
Low or null taxation jurisdictions	​	24,291,640	​	0.0	%	—
Profit-making entities	​	14,398,735	​	31.0	%	4,464,256
Loss-making entities	​	(15,218,213)	​	21.8	%	(3,324,580)
​	****	23,472,162	****	​	​	1,139,677

​

​ F-27

Table of Contents

​

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US$, except otherwise indicated)

​

8. EARNING PER SHARE

The numerators and denominators used in the calculation of basic EPS and diluted EPS are presented below:

​

​	​	​	​	​	​	​	​	​
​	​	Three-month period ended			​	Nine-month period ended
​	****	03/31/2024	****	03/31/2023	****	03/31/2024	****	03/31/2023
Numerator		​	​	​	​			​
Profit for the period (basic EPS)		9,257,226	​	28,145,878	​	4,774,041		20,487,429
Profit for the period (diluted EPS)		9,257,226	​	28,145,878	​	4,774,041		20,487,429
Denominator		​	​	​	​	​		​
Weighted average number of shares (basic EPS)		62,837,668	​	62,002,011	​	62,837,668		62,002,011
Weighted average number of shares (diluted EPS)		66,761,225	​	63,079,523	​	66,761,225		63,079,523
​	​	​	​	​	​	​	​	​
Basic profit attributable to ordinary equity holders of the parent	​	0.1473	​	0.4540	​	0.0760	​	0.3304
Diluted profit attributable to ordinary equity holders of the parent		0.1387	​	0.4462	​	0.0715		0.3248

​

For the three month and nine-month period ended March 31, 2024 and 2023, diluted earnings per share was calculated by adjusting the weighted average number of shares outstanding to assume conversion of all dilutive potential shares. The Group had two categories of dilutive potential shares, share-based incentives and the convertible notes.

The stock options, from share-based incentives, were included in the diluted EPS calculation for the three and nine-month period ended March 31, 2024 and 2023 only for the tranches in which the average market price of ordinary shares during the periods was higher than the assumed proceeds per option.

Convertible notes outstanding were not included in the diluted EPS calculations for the three and nine-month period ended March 31, 2024 because the interest (net of tax and other changes in income or expense) per ordinary share obtainable on conversion exceeds basic earnings per share.

9. EQUITY INFORMATION

Capital issued

As of March 31, 2024, we had (i) 100,000,000 ordinary shares ($0.0001 par value) authorized, (ii) 62,845,314 ordinary shares issued and outstanding, (iii) 1,000,000 preferred shares ($0.0001 par value) authorized, (iv) no preferred shares issued and outstanding, (v) 3,930,345 ordinary shares reserved for our equity compensation plans. Of the total issued shares, we have repurchased 2,258,016 shares of our own.

Holders of the ordinary shares are entitled to one vote for each ordinary share.

​ F-28

Table of Contents

​

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US$, except otherwise indicated)

​

10. CASH FLOW INFORMATION

Significant non-cash transactions related to investing and financing activities are as follows:

​

​	​	​	​	​
​	****	03/31/2024	****	03/31/2023
Investment activities	​	​	​	​
Net assets acquisition by business combination	​	—	​	152,070,313
Investment in-kind in other related parties (Note 15)	​	2,115,109	​	1,429,089
Capitalization of interest on buildings in progress	​	100,809	​	59,604
Reclassification from investment properties to property, plant and equipment	​	3,103,169	​	—
Sale of Moolec Science S.A. equity investment (Note 11)	​	(900,000)	​	—
​	​	4,419,087	​	153,559,006
​	​	​	​	​
​	​	03/31/2024	****	03/31/2023
Financing activities
Capitalization of convertible notes (Note 5.13)	​	—	​	12,211,638
Purchase of own shares	​	—	​	(24,025,718)
​		—	****	(11,814,080)

​

​

11.   JOINT VENTURES AND ASSOCIATES

​

​	​	​	​	​
​	****	03/31/2024	****	06/30/2023
Assets
Synertech Industrias S.A.		39,942,506		36,026,710
Trigall Genetics S.A.	​	8,534	​	—
Alfalfa Technologies S.R.L.		36,503		36,502
Moolec Science S.A.		2,318,778		3,233,598
​		42,306,321		39,296,810

​

​	​	​	​	​
​	****	03/31/2024	****	06/30/2023
Liabilities
Trigall Genetics S.A.	****	—	****	622,823
​		—		622,823

​

Changes in joint ventures investments and affiliates:

​

​	​	​	​	​
​	****	03/31/2024		03/31/2023
As of the beginning of the period		38,673,987		37,836,144
Share-based incentives	​	65,470	​	3,825
Sale of equity investment - Indrasa Biotecnología S.A.	​	—	​	(13,433)
Sale of equity investment - Moolec Science S.A.	​	(900,000)	​	—
Foreign currency translation		(239)		(122,238)
Share of profit or loss		4,467,103		1,260,433
As of the end of the period		42,306,321		38,964,731

​ F-29

Table of Contents

​

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US$, except otherwise indicated)

​

Share of profit or loss of joint ventures and affiliates:

​

​	​	​	​	​
​	****	03/31/2024	****	03/31/2023
Trigall Genetics S.A.		631,357		496,934
Synertech Industrias S.A.	​	3,915,797	​	337,543
Moolec Science S.A.	​	(80,051)	​	482,989
Indrasa Biotecnología S.A.	​	—	​	(57,033)
​	​	4,467,103	​	1,260,433

​

​

​

12. SEGMENT INFORMATION

The tables present information with respect to the Group´s reporting segments:

​

​	​	​	​	​	​	​	​	​	​
​	****	Seed and	****	​	****	​	****	​	****
​	****	integrated	****	Crop	****	Crop	​	​	​
Period ended March 31, 2024	****	products	​	protection	​	nutrition	​	Consolidated	​
Revenues from contracts with customers	​	​	​	​	​	​	​	​	​
Sale of goods and services		61,996,719		173,971,462		103,708,696		339,676,877	​
Royalties		838,516		—		—		838,516	​
Others	​	​	​	​	​	​	​	​	​
Initial recognition and changes in the fair value of biological assets at the point of harvest		281,372		—		—		281,372	​
Total		63,116,607		173,971,462		103,708,696		340,796,765	​
​	​	​	​	​	​	​	​	​	​
Cost of sales	****	(42,331,794)		(110,242,995)		(49,089,265)		(201,664,054)	​
Gross profit per segment		20,784,813	​	63,728,467		54,619,431		139,132,711	​
% Gross margin	​	33	%	37	%	53	%	41	%

​

​	​	​	​	​	​	​	​	​	​
​	****	Seed and	****	​	****	​	****	​	****
​	****	integrated	****	Crop	****	Crop	​	​	​
Period ended March 31, 2023	****	products	​	protection	​	nutrition	​	Consolidated	​
Revenues from contracts with customers	​	​	​	​	​	​	​	​	​
Sale of goods and services		35,747,136		160,300,954		118,129,740		314,177,830	​
Royalties		198,630		—		—		198,630	​
Others		​	​	​	​	​	​	​	​
Initial recognition and changes in the fair value of biological assets at the point of harvest	​	145,985		448,227		378,159		972,371	​
Total		36,091,751		160,749,181		118,507,899		315,348,831	​
​	​	​	​	​	​	​	​	​	​
Cost of sales		(15,876,212)		(106,523,851)		(48,554,833)		(170,954,896)	​
Gross profit per segment		20,215,539		54,225,330		69,953,066		144,393,935	​
% Gross margin	​	56	%	34	%	59	%	46	%

​

​

​

​

As of the current period, changes in the net realizable value of agricultural products after harvest have been excluded from segment information since those results depend on market fluctuations which are beyond the Group’s operating control. The Group has recast the comparative amounts.

​ F-30

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​

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US$, except otherwise indicated)

​

13.   FINANCIAL INSTRUMENTS – RISK MANAGEMENT

Financial instruments by category

The following tables show additional information required under IFRS 7 on the financial assets and liabilities recorded as of March 31, 2024, and June 30, 2023.

​

Financial assets by category

​

​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	Mandatorily measured at fair
​	​	Amortized cost			​	value through profit or loss
Financial asset	****	03/31/2024	****	06/30/2023	****	03/31/2024	****	06/30/2023
Cash and cash equivalents		16,361,199		48,129,194		—		—
Other financial assets		444,725		657,612		16,453,083		11,922,317
Trade receivables		211,185,318		158,006,474		—		—
Other receivables (*)		14,300,834		12,124,724		—		—
Total	****	242,292,076	****	218,918,004	****	16,453,083	****	11,922,317
(*)	Advances expenses and tax balances are not included.
---	---

Financial liabilities by category

​

​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	Mandatorily measured at fair
​	​	Amortized cost			​	value through profit or loss
Financial liability	****	03/31/2024	****	06/30/2023	****	03/31/2024	****	06/30/2023
Trade and other payables		161,473,722		142,582,166		5,146,003		8,225,508
Borrowings		163,083,713	​	168,310,605		—		—
Secured notes	​	79,722,978	​	75,213,146	​	—	​	—
Lease liability	​	12,271,838	​	13,889,223	​	—	​	—
Consideration for acquisition of assets		5,614,003		4,993,256		—		—
Total	****	422,166,254	****	404,988,396	****	5,146,003	****	8,225,508

​ F-31

Table of Contents

​

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US$, except otherwise indicated)

​

Financial instruments measured at fair value

​

​	​	​	​	​	​	​
Measurement at fair value at 03/31/2024	****	Level 1	****	Level 2	****	Level 3
​	​	​	​	​	​	​
Financial assets at fair value	​	​	​	​	​	​
US Treasury bills	​	4,497,915	​	—	​	—
Mutual funds	​	9,304,234	​	—	​	—
Other investments		2,650,934		—		—
Financial liability at fair value	****	​	****	​	****	​
Trade and other payables	​	—	​	5,146,003	​	—
​	​	​	​	​	​	​
Measurement at fair value at 06/30/2023	****	Level 1	****	Level 2	****	Level 3
​	​	​	​	​	​	​
Financial assets at fair value	​	​	​	​	​	​
US Treasury bills	​	9,163,298	​	—	​	—
Mutual funds	​	1,596,539	​	—	​	—
Other investments	​	1,162,480	​	—	​	—
Financial liability at fair value	​	​	​	​	​	​
Trade and other payables	​	—	​	8,225,508	​	—

​

Estimation of fair value

The fair value of marketable securities, mutual funds and US Treasury Bills is calculated using the market approach using quoted prices in active markets for identical assets. The quoted marked price used for financial assets held by the Group is the current bid price. These instruments are included in level 1.

The Group’s financial liabilities, which were not traded in an active market, were determined using valuation techniques that maximize the use of available market information, and thus rely as little as possible on specific estimates of the entity specific estimates. If all significant inputs required to fair value an instrument are observable, the instruments are included in level 2.

If one or more of the significant inputs is not based on observable market data, the instruments are included in level 3.

The Group’s policy is to recognize transfers between different categories of the fair value hierarchy at the time they occur or when there are changes in the circumstances that cause the transfer. There were no transfers between levels of the fair value hierarchy. There were no changes in economic or business circumstances affecting fair value.

Financial instruments not measured at fair value

The financial instruments not measured at fair value include cash and cash equivalents, trade accounts receivable, other accounts receivable, trade payables and other debts, borrowings, financed payments and convertible notes.

The carrying value of financial instruments not measured at fair value does not differ significantly from their fair value, except for borrowings (Note 5.12).

Management estimates that the carrying value of the financial instruments measured at amortized cost approximates their fair value. F-32

Table of Contents

​

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US$, except otherwise indicated)

​

Currency risk

Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rate. Currency on foreign exchange risk arises when the Group enters into transactions denominated in a currency other than its functional currency.

The table below sets forth our net exposure to currency risk as of March 31, 2024:

​

​	​
Net foreign currency position	03/31/2024
Amount expressed in US	(16,326,836)

All values are in US Dollars.

​

Considering only this net currency exposure as of March 31, 2024 if an US Dollar revaluation or depreciation in relation to other foreign currencies with the remaining variables remaining constant, would have a positive or a negative impact on comprehensive income as a result of foreign exchange gains or losses. We estimate that a devaluation or an appreciation of the US Dollar other currencies of 10% during the period ended March 31, 2024 would have resulted in a net pre-tax loss or gain of approximately $1.6 million.

​

14. LEASES

​

​	​	​	​	​
Right-of-use leased asset	****	03/31/2024	****	06/30/2023
Book value at the beginning of the period/year		21,163,192		15,828,032
Additions of the period/year		2,146,418		3,154,950
Additions from business combination	​	—	​	3,005,000
Disposals	​	(1,375,665)	​	(1,839,921)
Exchange differences	​	(426,105)	​	1,015,131
Book value at the end of the period/year	****	21,507,840	****	21,163,192
​	​	​	​	​
Depreciation		03/31/2024	****	06/30/2023
Book value at the beginning of the period/year	​	7,226,617	​	3,684,006
Depreciation of the period/year	​	2,526,174	​	3,565,894
Disposals		(921,505)		(171,870)
Exchange differences		(12,395)		148,587
Accumulated depreciation at the end of the period/year	****	8,818,891	****	7,226,617
Total	****	12,688,949	****	13,936,575

​

​	​	​	​	​
Lease liability	****	03/31/2024	****	06/30/2023
Book value at the beginning of the period/year		13,889,223		11,751,284
Additions of the period/year		2,146,418		3,154,950
Additions from business combination	​	—	​	3,245,000
Interest expenses, exchange differences and inflation effects		175,968		(406,494)
Payments of the period/year		(3,939,771)		(3,855,517)
Total	****	12,271,838	****	13,889,223

​

​	​	​	​	​
Lease Liabilities		03/31/2024		06/30/2023
Non-current		8,791,543		10,030,524
Current		3,480,295		3,858,699
Total	****	12,271,838	****	13,889,223

​ F-33

Table of Contents

​

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US$, except otherwise indicated)

​

The recognized right-of-use assets relate to the following types of assets:

​

​	​	​	​	​
​	****	03/31/2024	****	06/30/2023
Machinery and equipment		3,655,741		3,655,741
Vehicles		1,372,597		1,475,581
Equipment and computer software		1,036,258		903,306
Land and buildings		15,443,244		15,128,564
​	****	21,507,840	****	21,163,192

​

The incremental borrowing rate used was 2.34 % in US$ and 12.81% in reais.

15. SHAREHOLDERS AND OTHER RELATED PARTIES BALANCES AND TRANSACTIONS

During the period ended March 31, 2024, and 2023, the transactions between the Group and related parties, and the related balances owed by and to them, are as follows:

​

​	​	​	​	​	​	​
​	​	​	​	Value of transactions for the period ended
Party	****	Transaction type	****	03/31/2024	****	03/31/2023
Joint ventures and associates		Sales and services		19,404,971		24,927,813
Joint ventures and associates		Purchases of goods and services		(20,951,684)		(48,561,129)
Key management personnel		Salaries, social security benefits and other benefits		(4,425,476)		(3,963,332)
Key management personnel	​	Sales and services	​	—	​	572,136
Shareholders and other related parties		Sales of goods and services		7,156,388		597,950
Shareholders and other related parties	​	Purchases of goods and services	​	(1,401,698)	​	(2,239,972)
Shareholders and other related parties	​	In-kind contributions	​	2,115,109	​	1,429,089
Shareholders and other related parties	​	Interest expenses	​	—	​	19,513
Parent company and related parties to Parent (Note 6.6)		Interest expenses		(255,816)		(426,667)
Total		​		1,641,794		(27,644,599)

​

​	​	​	​	​	​	​
​	​	​	​	Amounts receivable from related parties
Party	****	Transaction type	****	03/31/2024	****	06/30/2023
Shareholders and other related parties		Trade debtors		1,135,342		—
Shareholders and other related parties		Other receivables		3,214,782		3,792,429
Joint ventures and associates		Trade debtors		—		865,627
Joint ventures and associates		Other receivables		8,519,497		6,334,219
Total		​	​	12,869,621		10,992,275

​

​	​	​	​	​	​	​
​	​	​	​	Amounts payable to related parties
Party	****	Transaction type	****	03/31/2024	****	06/30/2023
Parent company and related parties to Parent	​	Trade creditors	​	(206,962)	​	(644,191)
Parent company and related parties to Parent	​	Net loans payables	​	(3,713,056)	​	(3,491,691)
Key management personnel		Salaries, social security benefits and other benefits		(83,918)		(218,068)
Shareholders and other related parties		Trade and other payables		(90,765)		(35,292)
Joint ventures and associates		Trade creditors		(60,463,450)		(41,402,594)
Total	​	​		(64,558,151)		(45,791,836)

​

​ F-34

Table of Contents

​

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US$, except otherwise indicated)

​

16.   KEY MANAGEMENT PERSONNEL COMPENSATION

The compensation of directors and other members of key management personnel, including social contributions and other benefits, were as follows for the period ended March 31, 2024, and 2023.

​

​	​	​	​	​
​		03/31/2024		03/31/2023
​	​	​	​	​
Salaries, social security and other benefits		1,472,483		1,283,114
Share-based incentives	​	2,952,993	​	2,680,218
Total	****	4,425,476	****	3,963,332

​

​

17.   SHARE-BASED PAYMENT

Pursuant to the 2023 Omnibus Equity Incentive Plan approved on May 12, 2023, in August 2023 the Board has granted the following stock options plan to certain directors, executives and management of the Group.

-	Past Share Option plan: immediately vested options with a strike price between $11.93 and $13.24.
-	Base Share Option plan: to vest and become exercisable in equal installments on June 30, 2023, June 30, 2024, and June 30, 2025, with a strike price between $10.47 and $10.79.
---	---
-	Performance Share Option plan: to vest and become exercisable if the Group’s fiscal year 2025 EBITDA reaches at least US$120 million, at 0% of the award, and linearly thereafter up to 100% of the awarded options when reaching at least US$150 million. These options have also a strike price of between $10.47 and $10.79.
---	---

The fair value of the stock options at the grant date was estimated using the “Black-Scholes” model considering the terms and conditions under which the stock options were granted and adjusted to consider the possible dilutive effect of the future exercise of options. As of March 31, 2024, the expenses associated with share-based incentive plans are included in results within “Share-based incentives” along with the associated increase in net worth.

​

18. CONTINGENCIES, COMMITMENTS AND RESTRICTIONS ON THE DISTRIBUTION OF PROFITS

There were no other significant changes to the contingencies, commitments and restrictions on the distribution of profits from the disclosure made in the Consolidated financial statement as of June 30, 2023.

​

19. EVENTS OCCURRING AFTER THE REPORTING PERIOD

Subsequent to March 31, 2024, there have been no other situations or circumstances that may require significant adjustments or further disclosure in these consolidated financial statements that were not mentioned above.

​

​ F-35