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6-K

Bioceres Crop Solutions Corp. (BIOX)

6-K 2022-11-29 For: 2022-11-29
View Original
Added on April 10, 2026

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 November 2022

Commission File Number: 001-38836

BIOCERESCROP 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  x                                                                 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 statements on Form F-3 (Registration No. 333-268144) and Form S-8 (Registration Nos. 333-255635 and 333-266333), and the following exhibit is filed as part of this Form 6-K:


Exhibit List

Exhibit No. Description
99.1 Bioceres Crop Solutions<br>Corp. unaudited interim condensed consolidated financial statements as of September 30, 2022 and June 30, 2022, and for the three-month<br>periods ended September 30, 2022 and 2021.


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: November 29, 2022 By: /s/ Federico Trucco
Name: Federico Trucco
Title: Chief Executive Officer

Exhibit 99.1

BIOCERES CROP SOLUTIONS CORP. Unauditedinterim condensed consolidated financial statements as of September 30, 2022 and June 30, 2022, and for the three-month periodsended September 30, 2022, and 2021.

INDEX

Unaudited interim condensed consolidated financial statements as of September 30, 2022, June 30, 2022 and for the three-month periods ended September 30, 2022 and 2021. ****

Unaudited interim condensed consolidated statements of financial position as of September 30, 2022 and June 30, 2022 F-3
Unaudited interim condensed consolidated statements of comprehensive income for the three-month periods ended September 30, 2022 and 2021 F-5
Unaudited interim condensed consolidated statements of changes in equity for the three-month periods ended September 30, 2022 and 2021 F-7
Unaudited interim condensed consolidated statements of cash flows for the three-month periods ended September 30, 2022 and 2021 F-9
Notes to the unaudited interim condensed consolidated financial statements F-12
F-2

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTSOF FINANCIAL POSITION

As of September 30, 2022, and June 30,2022

(Amountsin US Dollars)

Notes 09/30/2022 06/30/2022
ASSETS
CURRENT ASSETS
Cash and cash equivalents 7.1 47,387,566 33,475,266
Other financial assets 7.2 3,930,613 5,401,133
Trade receivables 7.3 142,754,854 111,752,310
Other receivables 7.4 24,460,753 19,327,584
Income and minimum presumed recoverable income taxes 1,567,204 1,647,398
Inventories 7.5 141,910,324 126,044,122
Biological assets 7.6 1,026,744 57,313
Total current assets 363,038,058 297,705,126
NON-CURRENT ASSETS
Other financial assets 7.2 1,074,005 619,841
Trade receivables 7.3 5,076 200,412
Other receivables 7.4 3,163,404 2,254,199
Income and minimum presumed recoverable income taxes 109,175 44,412
Deferred tax assets 9 4,120,745 4,011,374
Investments in joint ventures and associates 13 39,629,317 38,554,092
Property, plant and equipment 7.7 62,877,724 49,908,325
Intangible assets 7.8 174,493,490 76,704,869
Goodwill 7.9 122,532,487 36,073,685
Right of use asset 19 14,224,682 12,144,026
Total non-current assets 422,230,105 220,515,235
Total assets 785,268,163 518,220,361

The accompanying Notes are an integral part of these unaudited interim condensed consolidated financial statements. Related parties’ balances and transactions are disclosed in Note 16.

F-3

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTSOF FINANCIAL POSITION

As of September 30, 2022, and June 30,2022

(Amounts inUS Dollars)

Notes 09/30/2022 06/30/2022
LIABILITIES
CURRENT LIABILITIES
Trade and other payables 7.10 137,941,514 125,849,620
Borrowings 7.11 74,733,602 71,301,468
Employee benefits and social security 7.13 11,785,442 7,619,121
Deferred revenue and advances from customers 6,377,194 5,895,313
Income tax payable 6,357,991 7,538,764
Consideration for acquisition 2,418,847 3,048,562
Other financial liabilities 938,702 -
Lease liabilities 19 2,769,144 1,412,904
Total current liabilities 243,322,436 222,665,752
NON-CURRENT LIABILITIES
Borrowings 7.11 81,778,391 74,177,169
Joint ventures and associates 13 850,065 717,948
Deferred tax liabilities 9 45,073,540 29,005,943
Provisions 5,052,363 603,022
Consideration for acquisition 11,502,897 9,854,228
Secured notes 7.12 71,362,653 12,559,071
Lease liabilities 19 11,516,213 10,338,380
Total non-current liabilities 227,136,122 137,255,761
Total liabilities 470,458,558 359,921,513
EQUITY
Equity attributable to owners of the parent 280,515,997 127,358,573
Non-controlling interest 34,293,608 30,940,275
Total equity 314,809,605 158,298,848
Total equity and liabilities 785,268,163 518,220,361

The accompanying Notes are an integral part of these unaudited interim condensed consolidated financial statements. Related parties’ balances and transactions are disclosed in Note 16.

F-4

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTSOF COMPREHENSIVE INCOME

For the three-month periods ended September 30,2022 and 2021

(Amountsin US Dollars)

Three-month period ended
Notes 09/30/2022 09/30/2021
Revenues from contracts with customers 8.1 126,843,248 66,353,874
Government grants - 468
Initial recognition and changes in the fair value of biological assets at the point of harvest 490,006 551,903
Changes in the net realizable value of agricultural products after harvest (227,936 ) -
Total 127,105,318 66,906,245
Cost of sales 8.2 (75,675,878 ) (37,882,453 )
Research and development expenses 8.3 (3,852,014 ) (1,431,542 )
Selling, general and administrative expenses 8.4 (31,904,911 ) (16,183,200 )
Share of profit or loss of joint ventures and associates 13 842,240 (222,236 )
Other income or expenses, net 8.5 478,041 (1,146,617 )
Operating profit 16,992,796 10,040,197
Net financial cost 8.6 (8,068,153 ) (5,179,668 )
Profit before income tax 8,924,643 4,860,529
Income tax 9 (5,012,643 ) (2,595,313 )
Profit for the period 3,912,000 2,265,216
Profit for the period attributable to:
Equity holders of the parent 498,297 874,137
Non-controlling interests 3,413,703 1,391,079
3,912,000 2,265,216

The accompanying Notes are an integral part of these unaudited interim condensed consolidated financial statements. Related parties’ balances and transactions are disclosed in Note 16.

F-5

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTSOF COMPREHENSIVE INCOME

For the three-month periods ended September 30,2022 and 2021

(Amountsin US Dollars)

Profit for the period 3,912,000 2,265,216
Other comprehensive (loss) income 31,025 5,729,137
Items that may be subsequently reclassified to profit and loss 31,025 7,118,021
Foreign exchange differences on translation of foreign operations from joint ventures 100,868 1,617,492
Foreign exchange differences on translation of foreign operations (69,843 ) 5,500,529
Items that will not be subsequently reclassified to loss and profit - (1,388,884 )
Revaluation of property, plant and equipment, net of tax, of joint ventures and associates ^1^ - (173,852 )
Revaluation of property, plant and equipment, net of tax ^2^ - (1,215,032 )
Total comprehensive profit 3,943,025 7,994,353
Total comprehensive profit attributable to:
Equity holders of the parent 401,715 5,722,059
Non-controlling interests 3,541,310 2,272,294
3,943,025 7,994,353
Profit per share
Basic profit attributable to ordinary equity holders of the parent 10 0.0082 0.0213
Diluted profit attributable to ordinary equity holders of the parent 10 0.0081 0.0206
Weighted average number of shares
Basic 10 60,537,110 41,104,088
Diluted 10 61,736,679 42,376,794

(1) The tax effect of the revaluation of property, plant and equipment of joint ventures and associates was nil and $93,613 for the three-month periods ended September 30, 2022 and 2021, respectively

(2) The tax effect of the revaluation of property, plant and equipment was nil and $ 654,248 for the three- month periods ended September 30,2022 and 2021, respectively.

The accompanying Notes are an integral part of these unaudited interim condensed consolidated financial statements. Related parties’ balances and transactions are disclosed in Note 16.

F-6

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTSOF CHANGES IN EQUITY

For the three-month periods ended September 30,2022 and 2021

(Amounts in US Dollars)

Attributable<br> to the equity holders of the parent
Description Issued<br><br> capital Share<br><br> premium Changes<br> in<br> non-<br> controlling<br> interests Own<br><br> shares<br> trading<br> premium Stock<br><br> options<br> and share<br> based<br> incentives Convertible<br><br> instruments Cost of<br><br> own shares<br> held Retained<br><br> deficit Foreign<br><br> currency<br> translation<br> reserve Revaluation<br><br> of PP&E<br> and effect<br> of tax rate<br> change Equity /<br><br> (deficit)<br> attributable<br> to owners<br> of the<br> parent Non-<br><br> controlling<br> Interests Total<br><br> equity
06/30/2021 4,158 120,662,386 - (916,202 ) 3,672,768 702,981 (3,530,926 ) (25,483,275 ) (32,622,808 ) 5,254,160 67,743,242 22,547,062 90,290,304
Share-based incentives - - - - 538,636 - - - - - 538,636 - 538,636
Changes in non-controlling interests - - (255,893 ) - - - - - - - (255,893 ) (724,429 ) (980,322 )
Profit for the period - - - - - - - 874,137 - - 874,137 1,391,079 2,265,216
Other comprehensive income or (loss) - - - - - - - - 5,959,029 (1,111,107 ) 4,847,922 881,215 5,729,137
09/30/2021 4,158 120,662,386 (255,893 ) (916,202 ) 4,211,404 702,981 (3,530,926 ) (24,609,138 ) (26,663,779 ) 4,143,053 73,748,044 24,094,927 97,842,971

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

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTSOF CHANGES IN EQUITY

For the three-month periods ended September 30,2022 and 2021

(Amounts in US Dollars)

Attributable to the equity holders of the parent
Description Issued <br> capital Share <br> premium Changes<br>  in non-<br> controlling <br> interests Own <br> shares <br> trading <br> premium Stock<br>  options<br>  and share <br> based<br>  incentives Convertible <br> instruments Cost of own <br> shares held Retained<br>  deficit Foreign<br>  currency <br> translation <br> reserve Revaluation <br> of PP&E <br> and effect<br>  of tax rate <br> change Equity /<br>  (deficit) <br> attributable <br> to owners <br> of the <br> parent Non-<br> controlling <br> Interests Total <br> 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 6 554,999 - 135,361 55,892 - - - - - 746,258 - 746,258
Business combination (Note 6) 1,640 153,357,564 - - 1,620,140 - - - - - 154,979,344 - 154,979,344
Capitalization of convertible notes (Note 7.12) 153 12,211,485 - - - - - - - - 12,211,638 - 12,211,638
Purchase of own shares - - - - - - (24,291,047 ) - - - (24,291,047 ) - (24,291,047 )
Issuance of convertible notes (Note 7.12) - - - - - 9,109,516 - - - - 9,109,516 - 9,109,516
Distribution of dividends by subsidiary - - - - - - - - - - - (187,977 ) (187,977 )
Profit for the period - - - - - - - 498,297 - - 498,297 3,413,703 3,912,000
Other comprehensive (loss) income - - - - - - - - (96,582 ) - (96,582 ) 127,607 31,025
09/30/2022 6,436 324,943,554 (255,893 ) (780,841 ) 5,443,957 9,285,261 (27,821,973 ) (32,184,596 ) 872,820 1,007,272 280,515,997 34,293,608 314,809,605

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

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTSOF CASH FLOWS

For the three-month periods ended September 30,2022 and 2021

(Amounts in US Dollars)

Notes 09/30/2022 09/30/2021
OPERATING ACTIVITIES
Profit for the period 3,912,000 2,265,216
Adjustments to reconcile profit to net cash flows
Income tax 5,012,643 2,595,313
Financial results 8,068,153 5,179,668
Depreciation of property, plant and equipment 7.7 1,382,093 946,344
Amortization of intangible assets 7.8 2,476,832 672,887
Depreciation of leased assets 19 676,427 240,154
Transactional expenses 2,794,339 -
Share-based incentive and stock options 227,351 538,636
Share of profit or loss of joint ventures and associates 13 (842,240 ) 222,236
Provisions for contingencies 2,448 2,742
Allowance for impairment of trade debtors 156,053 197,642
Allowance for obsolescence 618,489 440,324
Initial recognition and changes in the fair value of biological assets (490,006 ) (551,903 )
Changes in the net realizable value of agricultural products after harvest 227,936 -
Gain or loss on sale of equipment and intangible assets (115,942 ) (42,639 )
Working capital adjustments
Trade receivables (29,709,414 ) (6,130,427 )
Other receivables (5,663,359 ) (3,750,061 )
Income and minimum presumed income taxes payable (376,576 ) 2,989,781
Inventories and biological assets (7,391,556 ) (51,035,721 )
Trade and other payables (18,053,647 ) 38,528,315
Employee benefits and social security 3,226,505 491,886
Deferred revenue and advances from customers 373,181 (1,051,306 )
Income taxes paid (1,051,644 ) (146,317 )
Government grants - (478 )
Interest collected 2,125,194 975,051
Inflation effects on working capital adjustments - (7,321,037 )
Net cash flows used by operating activities (32,414,740 ) (13,743,694 )

The accompanying Notes are an integral part of these unaudited interim condensed consolidated financial statements. Related parties’ balances and transactions are disclosed in Note 16.

F-9

UNAUDITED INTERIM CONDENSEDCONSOLIDATED STATEMENTS OF CASH FLOWS

For the three-month periods ended September 30,2022 and 2021

(Amountsin US Dollars)

Notes 09/30/2022 09/30/2021
INVESTMENT ACTIVITIES
Proceeds from sale of property, plant and equipment 115,942 198,043
Net cash received from business combination 6 5,933,265 -
Net loans granted to shareholders and other related parties 1,609 -
Proceeds from financial assets 2,729,598 4,997,025
Investment in financial assets (889,342 ) (450,253 )
Purchase of property, plant and equipment 7.7 (1,414,730 ) (779,401 )
Capitalized development expenditures 7.8 (3,241,008 ) (1,587,042 )
Purchase of intangible assets 7.8 (209,863 ) (192,133 )
Net cash flows generated by investing activities 3,025,471 2,186,239
FINANCING ACTIVITIES
Proceeds from borrowings 93,327,748 39,875,454
Repayment of borrowings, financed payments and interest payments (50,077,349 ) (24,450,337 )
Decrease in bank overdrafts and other short-term borrowings - (32,838 )
Other financial proceeds or payments, net (1,717,070 ) (1,569,712 )
Acquisition of non-controlling interest in subsidiaries - (724,429 )
Purchase of own shares (376,018 ) -
Leased assets payments (744,365 ) (243,783 )
Cash dividend distributed by subsidiary (187,977 ) -
Net cash flows generated by financing activities 40,224,969 12,854,355
Net increase in cash and cash equivalents 10,835,700 1,296,900
Inflation effects on cash and cash equivalents - (1,477,981 )
Cash and cash equivalents as of beginning of the period 7.1 33,475,266 36,046,113
Effect of exchange rate changes on cash and equivalents 3,076,600 766,517
Cash and cash equivalents as of the end of the period 7.1 47,387,566 36,631,549

The accompanying Notes are an integral part of these unaudited interim condensed consolidated financial statements. Related parties’ balances and transactions are disclosed in Note 16.

F-10

Index

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

BIOCERES CROP SOLUTIONS CORP.

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATEDFINANCIAL STATEMENTS

(Amountsin US Dollars, except otherwise indicated)

**1.**GENERALINFORMATION

Bioceres Crop Solutions Corp. (NASDAQ:BIOX) is a fully integrated provider of crop productivity technologies designed to enable the transition of agriculture towards carbon neutrality. To do this, Bioceres’ solutions creates economic incentives for farmers and other stakeholders to adopt environmentally friendly production practices. The Group 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 30 countries, mainly in Argentina, Brazil, United States, Europe and South Africa.

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.**ACCOUNTINGSTANDARDS AND BASIS OF PREPARATION

Statement of compliance with IFRS as issuedby IASB

These unaudited interim condensed consolidated financial statements for the nine-month period ended September 30, 2022, 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 as of June 30, 2022.

Authorization for the issue of the unauditedinterim condensed consolidated financial statements

These unaudited interim condensed consolidated financial statements of the Group as of September 30, 2022, June 30, 2022 and for the three-month periods ended September 30, 2022 and 2021 were authorized by the Board of Directors of Bioceres Crop Solutions Corp. on November 29, 2022.

Basis of measurement

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

•        Going Concern Basis of Accounting, considering the conclusion of the assessment made by the 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)**Functionalcurrency

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”).

IAS 29 “Financial reporting in hyperinflationary economies” requires that the financial statements of an entity whose functional currency is the currency of a hyperinflationary economy, whether these are based on the historical cost method or the current cost method, be stated in terms of the measuring unit current at the closing date of the reporting period. For such purpose, the inflation produced since the acquisition date or the revaluation date, as applicable, must be computed in non-monetary items. The standard details a series of factors to be considered for concluding whether an economy is hyperinflationary, including, but not limited to, a cumulative inflation rate over a three-year period that approaches or exceeds 100%. The accumulated inflation in three years, as of June 30, 2018, was over 100%. It was for this reason that, in accordance with IAS 29, the Argentine economy was considered as hyperinflationary since July 1, 2018. Consequently, the Group has applied IAS 29 to these financial statements.

F-12

BIOCERES CROP SOLUTIONS CORP.

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATEDFINANCIAL STATEMENTS

(Amountsin US Dollars, except otherwise indicated)

In an inflationary period, any entity that maintains an excess of monetary assets over monetary liabilities, will lose purchasing power, and any entity that maintains an excess of monetary liabilities over monetary assets, will gain purchasing power, provided that such items are not subject to an adjustment mechanism.

Briefly, the restatement mechanism of IAS 29 establishes that monetary assets and liabilities will not be restated because they are already expressed in a current unit of measurement at the end of the reporting period. Assets and liabilities subject to adjustments based on specific agreements, will be adjusted according to those agreements. Non-monetary items measured at their current values at the end of the reporting period, such as the net realizable value or others, do not need to be restated. The remaining non-monetary assets and liabilities will be restated according to a general price index. The loss or gain for the net monetary position will be included in the net result of the reporting period, listed in a separate line item.

From July 1, 2022 the main Argentinian subsidiaries of the Group have changed their functional currency from Argentine Pesos to United States Dollars as a result of changes in events and conditions relevant to their business operations. These include a macroeconomic context with high inflation and depreciation of the Argentine peso, and inorganic growth at the close of the fiscal year ended June 30, 2022, which led to a global unification of management and commercial strategy whereby integration of the businesses was done by business units, regardless of the legal entities.

The effect of the functional currency change was recorded prospectively as of July 1, 2022, in accordance with IAS 21 The Effects of Changes in Foreign Exchange Rates. As a result, from July 1,2022 there are no longer effects of inflation adjustments for the above mentioned subsidiaries.

**b)**Presentationcurrency

The unaudited interim condensed consolidated financial statements of the Group are presented in US Dollars.

**c)**Foreigncurrency

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

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, 2022.

**3.**NEWSTANDARDS, AMENDMENTS AND INTERPRETATIONS ISSUED BY THE IASB

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

F-13

BIOCERES CROP SOLUTIONS CORP.

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATEDFINANCIAL STATEMENTS

(Amountsin US Dollars, except otherwise indicated)

Annual Improvements to IFRS Standards 2018–2020

The following improvements were finalized in May 2020:

• IFRS 9 Financial Instruments – clarifies which fees should be included in the 10% test for derecognition of financial liabilities.

• IFRS 16 Leases – amendment of illustrative example 13 to remove the illustration of payments from the lessor relating to leasehold improvements, to remove any confusion about the treatment of lease incentives.

• IFRS 1 First-time Adoption of International Financial Reporting Standards – allows entities that have measured their assets and liabilities at carrying amounts recorded in their parent’s books to also measure any cumulative translation differences using the amounts reported by the parent. This amendment will also apply to associates and joint ventures that have taken the same IFRS 1 exemption.

• IAS 41 Agriculture – removal of the requirement for entities to exclude cash flows for taxation when measuring fair value under IAS 41. This amendment is intended to align with the requirement in the standard to discount cash flows on a post-tax basis.

The new standard is effective for financial years beginning on or after January 1, 2022.

Amendments to IAS 16 - Property, Plant andEquipment: Proceeds before intended use

The amendment to IAS 16 Property, Plant and Equipment (PP&E) prohibits an entity from deducting from the cost of an item of PP&E any proceeds received from selling items produced while the entity is preparing the asset for its intended use. It also clarifies that an entity is ‘testing whether the asset is functioning properly’ when it assesses the technical and physical performance of the asset. The financial performance of the asset is not relevant to this assessment.

Entities must disclose separately the amounts of proceeds and costs relating to items produced that are not an output of the entity’s ordinary activities.

The amendments are effective for annual periods beginning on or after January 1, 2022.

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

Amendments to IFRS 3 - Reference to the ConceptualFramework

Minor amendments were made to IFRS 3 Business Combinations to update the references to the Conceptual Framework for Financial Reporting and add an exception for the recognition of liabilities and contingent liabilities within the scope of IAS 37 Provisions, Contingent Liabilities and Contingent Assets and Interpretation 21 Levies. The amendments also confirm that contingent assets should not be recognized at the acquisition date.

The amendments are effective for financial years beginning on or after January 1, 2022.

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

Amendments to IAS 37 - Onerous Contracts –Cost of Fulfilling a Contract

The amendment to IAS 37 clarifies that the direct costs of fulfilling a contract include both the incremental costs of fulfilling the contract and an allocation of other costs directly related to fulfilling contracts. Before recognizing a separate provision for an onerous contract, the entity recognizes any impairment loss that has occurred on assets used in fulfilling the contract.

The amendments are effective for financial years beginning on or after January 1, 2022.

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

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

F-14

BIOCERES CROP SOLUTIONS CORP.

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATEDFINANCIAL STATEMENTS

(Amountsin US Dollars, except otherwise indicated)

Amendments to IFRS 16- Lease Liability ina Sale and Leaseback

The amendment requires a seller-lessee to subsequently measure lease liabilities arising from a leaseback in a way that it does not recognise any amount of the gain or loss that relates to the right of use it retains. The new requirements do not prevent a seller-lessee from recognising in profit or loss any gain or loss relating to the partial or full termination of lease.

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

The amendments are effective for financial years beginning on or after January 1, 2024. Earlier application is permitted.

**4.**IMPACTOF COVID-19

The Group’s operations, which involve agricultural production and commercialization activities, have been mostly exempted from the disruptions caused by covid-19. Consequently, our financial condition, liquidity position and results of operations have not been materially impacted as we have been allowed to continue with our operations.

The eventual scope of covid-19 pandemic and its impact on the countries and global economy are unknown, with governments being able to implement stricter containment measures, which are not predictable in this instance. It cannot be reasonably quantified to what extent covid-19 will affect the Group’s business and the results of its operations in the future if this situation is prolonged. The Board of Directors and senior management are closely monitoring the pandemic and taking all necessary measures at their disposal to protect human life and the Group’s operations and financial condition.

**5.**SEASONALITY

The Group revenues fluctuate depending on the timing of orders from our distributors and customers and on prevailing seed market prices, which influence the purchase decisions of growers, the end-users of seed and integrated products, crop protection products and crop nutrition products. Given the cyclicality of crop planting and harvesting and South America’s planting and growing seasons, which vary from year to year, our business is highly seasonal. This results in substantial fluctuations in quarterly sales and profitability. Generally, the Group sales are concentrated in the third and fourth quarters of each calendar year, when demand for seed and integrated products, crop protection products and crop nutrition products increases as South American growers begin planting their fields. Regarding the seed and integrated products business, the Group contracts with growers and seed suppliers based upon anticipated market demand that we forecast. Generally, in the 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 crop protection and crop nutrition business following a cycle similar to the seed cycle. The impact of seasonality and the resulting fluctuations in quarterly results may be lessened as we achieve our international expansion plans for the seed and integrated products business in geographies with complementary seasons and climates.

**6.**ACQUISITIONSAND OTHER SIGNIFICANT TRANSACTIONS

Pro Farm Group, Inc

On July 12, 2022, we announced the closing of the merger (the “Pro Farm Merger”) with Pro Farm Group, Inc. (formerly Marrone Bio Innovations Inc.), pursuant to the Agreement and Plan of Merger (the “Merger Agreement”) dated March 16, 2022, among us, BCS Merger Sub, Inc., a wholly owned subsidiary of Bioceres, and Pro Farm Group, Inc. Upon the closing of the Pro Farm Merger, Pro Farm Group, Inc. became a wholly owned subsidiary of Bioceres and each share of Pro Farm Group, Inc. common stock was exchanged for our ordinary shares at a fixed exchange ratio of 0.088.

F-15

BIOCERES CROP SOLUTIONS CORP.

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATEDFINANCIAL STATEMENTS

(Amountsin US Dollars, except otherwise indicated)

Pro Farm Group, Inc. is a growth-oriented agricultural company leading the movement to environmentally sustainable farming practices through the discovery, development and sale of innovative biological products for crop protection, crop health and crop nutrition. The company’s commercial products are sold globally and supported by more than 343 patents and patent applications. Pro Farm Group, Inc. develops novel, environmentally sound solutions for agriculture using proprietary technologies to isolate and screen naturally occurring microorganisms and plant extracts.

The combined company will have a diverse customer base, product portfolio and geographic reach across a wide range of crops, positioned to serve the massive market opportunity emerging from the bio-reduction and replacement of chemical ag inputs. The merger combines our expertise in bionutrition and seed care products with Pro Farm Group’s leadership in the development of biological crop protection and plant health solutions, creating a global leader in the development and commercialization of sustainable agricultural solutions

The consideration of payment was measured at fair value, which was calculated as the sum of the acquisition-date fair values of the assets transferred, and the liabilities incurred.

Consideration of payment (amounts in thousands of dollars):

Shares issued 154,795
Assumed RSU & Stock options 1,620
Cash payment 29
Total consideration 156,444

Assets acquired and liabilities assumed (amounts in thousands of dollars):

Net assets incorporated
Cash and cash equivalents 4,402
Trade receivables 6,855
Other receivables 1,423
Inventories 11,183
Property, plant and equipment 12,607
Right of use assets,net 3,005
Intangible assets 17,766
Restricted cash 1,560
Other assets 683
Trade and other payables (22,653 )
Lease liabilities (3,245 )
Borrowings (25,586 )
Other liabilities (857 )
Revaluation of existing assets
Property, plant and equipment 494
Intangible assets 79,053
Deferred tax (16,705 )
Total net assets identified 69,985
Goodwill 86,459
Total consideration 156,444

The figures reported above are subject to changes.

Goodwill is not expected to be deductible for tax purposes.

F-16

BIOCERES CROP SOLUTIONS CORP.

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATEDFINANCIAL STATEMENTS

(Amountsin US Dollars, except otherwise indicated)

The amounts of revenue and net loss of the acquiree since the merger date included in the condensed consolidated statement of comprehensive income for the three- month period ended September 30, 2022, were $5.5 million and ($4.6) million, respectively.

The pro-forma revenue and net profit of the combined entity for the three-month period ended September 30, 2022 as though the date for the merger had been as of the beginning of the quarter reporting period amount to $127.3 million and $1.5 million, respectively.

Syngenta Seedcare agreement

On September 12, 2022, we entered into a 10-year agreement with Syngenta Crop Protection AG (“Syngenta”), pursuant to which Syngenta will be the exclusive global distributor of certain of Bioceres’ biological solutions for seed care applications. Products included within the scope of the agreement are the nitrogen-fixing Rhizobia seed treatment solutions (inoculants), and other biological seed and soil treatment solutions currently in the portfolio or pipeline of Rizobacter. The products in the agreement will be sold under the trademarks owned by Bioceres or its affiliates, or any other trademark approved by Bioceres.

Pro Farm’s biological solutions are not included within the scope of the current agreement. Bioceres retains global rights for use of products included in the agreement on HB4® crops and, in the United States, Syngenta rights will be non-exclusive for upstream applications.

The exclusive commercial collaboration is global, except for Argentina where both parties will continue to work under the existing framework. Implementation will be staggered, commencing in January 2023 for territories in the first phase, and in January 2024 for territories in the second phase, and subject to regulatory clearances.

The agreement establishes a joint R&D program to accelerate the development and registration of Bioceres’ pipeline products and new solutions for seed treatment, foliar and other applications, globally. Funding for R&D platform will be shared, with Syngenta contributing 70% of the investment.

In consideration for the rights granted to Syngenta under the distribution agreement and the R&D collaboration, Syngenta made an upfront payment of $50 million to Bioceres on October 6th, 2022. Additionally, for the duration of the agreement, Bioceres will receive 50% to 30% of the profits generated by sales conducted by Syngenta, depending on the geography and the year. The agreement sets global minimum targets for profits to be received by Bioceres, that amount to a total of $230 million for the life of the agreement. If Bioceres fails to receive the minimum profit targets set for any rolling two calendar year period, it will have the option to terminate Syngenta’s exclusivity. Syngenta may opt to retain exclusivity by compensating the shortfall in cash or other economic consideration. Syngenta will cover all operating expenses incurred in connection with the marketing and sale in exclusive territory. Bioceres’ subsidiary Rizobacter will act as the exclusive supplier to Syngenta for products under the agreement.

The agreement has not yet entered in force until the initial payment was made. Therefore the transaction has no impact as of September 30, 2022. Parties involved are working on the implementation process.

7.1 INFORMATION ABOUT COMPONENTS OF UNAUDITEDINTERIM CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

7.1. Cash and cash equivalents
09/30/2022 06/30/2022
--- --- --- --- ---
Cash at bank and on hand 47,387,566 32,912,886
Money market funds - 562,380
47,387,566 33,475,266
F-17

BIOCERES CROP SOLUTIONS CORP.

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATEDFINANCIAL STATEMENTS

(Amountsin US Dollars, except otherwise indicated)

7.2. Other financial asset
09/30/2022 06/30/2022
--- --- --- --- ---
Current
Restricted short-term deposits 179,291 265,123
US Treasury bills 5,222 -
Mutual funds 2,055,783 2,913,519
Other investments 1,690,317 2,222,491
3,930,613 5,401,133
09/30/2022 06/30/2022
--- --- ---
Non-current
Shares of Bioceres S.A. 444,801 444,870
Other investments 629,204 174,971
1,074,005 619,841
7.3. Trade receivables
--- ---
09/30/2022 06/30/2022
--- --- --- --- --- --- ---
Current
Trade debtors 143,572,899 111,950,965
Allowance for impairment of trade debtors (7,137,001 ) (7,142,252 )
Shareholders and other related parties (Note 16) 191,084 640,258
Allowance for credit notes to be issued (1,576,602 ) (1,961,463 )
Trade debtors - Joint ventures and associates (Note 16) 703,121 22,429
Deferred checks 7,001,353 8,242,373
142,754,854 111,752,310
Non-current
Trade debtors 5,076 200,412
5,076 200,412
7.4. Other receivables
--- ---
09/30/2022 06/30/2022
--- --- --- --- ---
Current
Taxes 9,427,273 9,071,643
Receivables for PP&E sales 1,387,347 1,734,281
Other receivables - Other related parties (Note 16) 1,004 1,182
Other receivables - Joint ventures and associates (Note 16) 4,492,555 2,987,765
Prepayments to suppliers 6,733,413 4,648,164
Reimbursements over exports 10,551 10,549
Prepaid expenses and other receivables 1,789,566 1,110
Loans receivables 230,000 230,000
Miscellaneous 389,044 642,890
24,460,753 19,327,584
F-18

BIOCERES CROP SOLUTIONS CORP.

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATEDFINANCIAL STATEMENTS

(Amountsin US Dollars, except otherwise indicated)

09/30/2022 06/30/2022
Non-current
Taxes 782,281 218,159
Reimbursements over exports 2,217,839 2,036,040
Miscellaneous 163,284 -
3,163,404 2,254,199
7.5. Inventories
--- ---
09/30/2022 06/30/2022
--- --- --- --- --- --- ---
Seeds 1,261,477 1,183,915
Resale products 50,221,896 35,080,737
Manufactured products 24,750,789 21,725,042
Goods in transit 5,112,622 4,340,232
Supplies 22,536,081 17,534,434
Agricultural products 40,231,608 47,284,512
Allowance for obsolescence (2,204,149 ) (1,104,750 )
141,910,324 126,044,122
Net of agricultural products 101,678,716 78,759,610
7.6. Biological assets
--- ---

Changes in biological assets

Wheat Barley 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 365,833 124,173 490,006
Costs incurred during the period 378,631 122,837 501,468
Exchange differences (16,699 ) (5,344 ) (22,043 )
Decrease due to harvest - - -
Period ended September 30, 2022 772,178 254,566 1,026,744
Soybean Corn Wheat HB4 Wheat Barley Total
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Beginning of the period 54,162 27,646 22,311 2,208,648 3,071 2,315,838
Initial recognition and changes in the fair value of biological assets at the point of harvest - - 9,275 542,628 - 551,903
Costs incurred during the period 118,984 148,549 67,594 34,999,130 21,877 35,356,134
Exchange differences (3,479 ) (3,120 ) (10,992 ) (326,852 ) (429 ) (344,872 )
Period ended September 30, 2021 169,667 173,075 88,188 37,423,554 24,519 37,879,003
F-19

BIOCERES CROP SOLUTIONS CORP.

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATEDFINANCIAL STATEMENTS

(Amountsin US Dollars, except otherwise indicated)

7.7. Property, plant and equipment

Property, plant and equipment as of September 30, 2022 and June 30, 2022 included the following:

09/30/2022 06/30/2022
Gross carrying amount 85,587,833 71,521,454
Accumulated depreciation (22,710,109 ) (21,613,129 )
Net carrying amount 62,877,724 49,908,325

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

Class Net carrying<br><br> amount<br><br> 09/30/2022 Net carrying<br><br> amount<br><br> 06/30/2022
Office equipment 254,244 269,538
Vehicles 2,661,347 2,665,074
Equipment and computer software 250,698 231,676
Fixtures and fittings 3,397,612 3,546,919
Machinery and equipment 12,443,592 5,811,960
Land and buildings 38,454,871 34,240,384
Buildings in progress 5,415,360 3,142,774
Total 62,877,724 49,908,325

1.    Gross carrying amount as of September 30, 2022 is as follows:

Gross carrying amount
Class As of the<br><br> beginning of <br><br>the period Additions Additions <br><br>from business<br><br> combination Disposals Foreign <br><br>currency<br><br> translation As of the <br><br>end of the <br><br>period
Office equipment 908,004 - - (15,172 ) 892,832
Vehicles 5,261,979 226,051 - (59,744 ) (6,243 ) 5,422,043
Equipment and computer software 925,349 41,658 12,469 - (6,667 ) 972,809
Fixtures and fittings 7,606,389 33,869 5,379 - (5,539 ) 7,640,098
Machinery and equipment 13,017,830 107,717 7,047,496 - (24,469 ) 20,148,574
Land and buildings 40,659,129 - 4,750,136 - (313,148 ) 45,096,117
Buildings in progress 3,142,774 1,005,435 1,285,092 - (17,941 ) 5,415,360
Total 71,521,454 1,414,730 13,100,572 (59,744 ) (389,179 ) 85,587,833
F-20

BIOCERESCROP SOLUTIONS CORP.

NOTES TOTHE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amountsin US Dollars, except otherwise indicated)

2.            Accumulated depreciation as of September 30, 2022 is as follows

Depreciation
Class Accumulated<br><br> as of the<br><br>beginning of<br><br> the period Disposals Of the period Foreign<br><br> currency<br><br> translation Accumulated<br><br> as of the end <br><br>of the period
Office equipment 638,466 - 17,053 (16,931 ) 638,588
Vehicles 2,596,905 (59,744 ) 226,899 (3,364 ) 2,760,696
Equipment and computer software 693,673 - 28,914 (476 ) 722,111
Fixtures and fittings 4,059,470 - 206,830 (23,814 ) 4,242,486
Machinery and equipment 7,205,870 - 679,201 (180,089 ) 7,704,982
Land and buildings 6,418,745 - 223,196 (695 ) 6,641,246
Total 21,613,129 (59,744 ) 1,382,093 (225,369 ) 22,710,109

3.            Gross carrying amount as of September 30, 2021, is as follows:

Gross<br>carrying amount
Class As of the<br><br> beginning of<br><br> the period Additions Transfers Disposals Foreign<br><br> currency<br><br> translation Revaluation As of the <br><br>end of the<br><br> period
Office equipment 762,825 5,290 (57,945 ) - 31,728 - 741,898
Vehicles 3,512,217 380,671 57,945 - 173,881 - 4,124,714
Equipment and computer software 592,126 35,904 - (33,476 ) 19,598 - 614,152
Fixtures and fittings 5,637,943 - 336,147 - 463,824 - 6,437,914
Machinery and equipment 9,987,811 104,452 - (39,144 ) 471,112 - 10,524,231
Land and buildings 41,486,215 3,020 28,413 - 1,851,395 (2,218,320 ) 41,150,723
Buildings in progress 1,995,265 250,064 (364,560 ) (120,206 ) 113,884 - 1,874,447
Total 63,974,402 779,401 - (192,826 ) 3,125,422 (2,218,320 ) 65,468,079

4.            Accumulated depreciation as of September 30, 2021, is as follows:

Depreciation
Class Accumulated<br><br>as of the<br><br> beginning of<br><br> the period Disposals Of the period Foreign<br><br> currency<br><br> translation Revaluation Accumulated<br><br> as of the end <br><br>of period
Office equipment 473,905 - 11,407 22,885 - 508,197
Vehicles 1,676,583 - 220,281 31,668 - 1,928,532
Equipment and computer software 525,021 (33,181 ) 17,815 7,487 - 517,142
Fixtures and fittings 2,670,512 - 289,507 150,101 - 3,110,120
Machinery and equipment 4,862,083 (4,241 ) 237,784 262,119 - 5,357,745
Land and buildings 5,811,702 - 169,550 335,389 (349,041 ) 5,967,600
Total 16,019,806 (37,422 ) 946,344 809,649 (349,041 ) 17,389,336

The depreciation charge is included in Notes 8.3 and 8.4

F-21

BIOCERESCROP SOLUTIONS CORP.

NOTES TOTHE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amountsin US Dollars, except otherwise indicated)

7.8. Intangible assets

Intangible assets as of September 30, 2022 and June 30, 2022 included the following:

09/30/2022 06/30/2022
Gross carrying amount 194,493,789 94,229,557
Accumulated amortization (20,000,299 ) (17,524,688 )
Net carrying amount 174,493,490 76,704,869

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

Class Net carrying<br><br> amount<br><br> 09/30/2022 Net carrying<br><br> amount<br><br> 06/30/2022
Seed and integrated products
HB4 soy and breeding program 29,766,839 29,802,534
Integrated seed products 3,124,139 3,137,158
Crop nutrition
Microbiological products 47,224,536 5,792,348
Other intangible assets
Trademarks and patents 63,148,293 8,267,041
Software 2,232,694 2,167,985
Customer loyalty 23,996,989 22,537,803
RG/RS/OX Wheat 5,000,000 5,000,000
Total 174,493,490 76,704,869

1.            Gross carrying amount as of September 30,2022 is as follows:

Gross carrying amount
Class As of the<br><br> beginning of<br><br> the period Additions Additions<br><br> from<br><br> business<br><br> combination Foreign<br><br> currency<br><br> translation As of the end<br><br> of the period
Seed and integrated products
HB4 soy and breeding program 31,371,088 361,006 - - 31,732,094
Integrated seed products 3,181,155 - - - 3,181,155
Crop nutrition
Microbiological products 8,855,421 2,880,002 39,613,280 (3,945 ) 51,344,758
Other intangible assets
Trademarks and patents 12,183,045 3,679 55,420,441 - 67,607,165
Software 5,176,373 206,184 - (1,652 ) 5,380,905
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 3,450,871 96,818,958 (5,597 ) 194,493,789
F-22

BIOCERESCROP SOLUTIONS CORP.

NOTES TOTHE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amountsin US Dollars, except otherwise indicated)

2.            Accumulated amortization as of September 30, 2022 is as follows:

Amortization
Class Accumulated as<br><br> of beginning of<br><br> the period Of the period Foreign <br><br>currency<br><br> translation Accumulated as<br><br> of the end of the<br><br> period
Seed and integrated products
HB4 soy and breeding program 1,568,554 396,701 - 1,965,255
Integrated seed products 43,997 13,019 - 57,016
Crop nutrition
Microbiological products 3,063,073 1,057,149 - 4,120,222
Other intangible assets
Trademarks and patents 3,916,004 542,868 - 4,458,872
Software 3,008,388 141,044 (1,221 ) 3,148,211
Customer loyalty 5,924,672 326,051 - 6,250,723
Total 17,524,688 2,476,832 (1,221 ) 20,000,299

3.            Gross carrying amount as of September 30, 2021 is as follows:

Gross carrying amount
Class As of the<br><br> beginning of the<br><br> period Additions Foreign <br><br>currency<br><br> translation As of the end<br><br> of the period
Seed and integrated products
HB4 soy and breeding program 27.611.142 1.353.313 - 28.964.455
Integrated seed products 2.558.220 - 131.128 2.689.348
Crop nutrition
Microbiological products 6.037.680 233.729 273.721 6.545.130
Other intangible assets
Trademarks and patents 9.824.171 629 544.834 10.369.634
Software 3.784.593 191.504 282.051 4.258.148
Customer loyalty 23.203.397 - 1.233.622 24.437.019
GLA/ARA safflower (Note 6) - -
RG/RS/OX Wheat 5.000.000 - - 5.000.000
Total 78.019.203 1.779.175 2.465.356 82.263.734

4.            Accumulated amortization as of September 30, 2021 is as follows:

Amortization
Class Accumulated as <br> of beginning of <br> the period Of the period Foreign <br> currency <br> translation Accumulated <br> as of the end of <br> the period
Crop nutrition
Microbiological products 2.041.023 139.408 121.130 2.301.561
Other intangible assets
Trademarks and patents 2.900.915 174.626 171.531 3.247.072
Software 1.935.552 103.543 110.901 2.149.996
Customer loyalty 3.799.351 255.310 223.001 4.277.662
Total 10.676.841 672.887 626.563 11.976.291

The amortization charge is included in Notes 8.3 and 8.4.

F-23

BIOCERESCROP SOLUTIONS CORP.

NOTES TOTHE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amountsin US Dollars, except otherwise indicated)

7.9. Goodwill

Carrying amount of goodwill as of September 30, 2022 and June 30, 2022 is as follows:

09/30/2022 06/30/2022
Rizobacter Argentina S.A. 28,080,271 28,080,271
Bioceres Crops S.A. 7,523,324 7,523,324
Pro farm Group, Inc. 86,458,802 -
Insumos Agroquímicos S.A. 470,090 470,090
122,532,487 36,073,685

There were no indicators of goodwill impairment.

7.10. Trade and other payables
09/30/2022 06/30/2022
--- --- --- --- ---
Trade creditors 99,743,930 94,653,017
Shareholders and other related parties (Note 16) 36,532 44,579
Trade creditors - Parent company (Note 16) 125,573 670,730
Trade creditors - Joint ventures and associates (Note 16) 33,254,402 29,082,325
Taxes 2,765,106 1,265,771
Miscellaneous 2,015,971 133,198
137,941,514 125,849,620
7.11. Borrowings
--- ---
09/30/2022 06/30/2022
--- --- --- --- ---
Current
Bank borrowings 35,865,561 48,305,535
Corporate bonds 29,859,077 12,845,934
Trust debt securities 6,544,590 6,492,733
Net loans payables- Parents companies and related parties to Parent (Note 16) 2,464,374 3,657,266
74,733,602 71,301,468
Non-current
Bank borrowings 34,533,010 9,912,901
Corporate bonds 44,245,381 61,264,268
Net loans payables- Parent companies and related parties to Parent (Note 16) 3,000,000 3,000,000
81,778,391 74,177,169

The carrying value of some borrowings as of September 30,2022 measured at amortized cost differs from the fair value of these borrowings. The following measures of fair values are based on discounted cash flows (Level 3), due to the use of unobservable inputs, including own credit risk.

F-24

BIOCERESCROP SOLUTIONS CORP.

NOTES TOTHE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amountsin US Dollars, except otherwise indicated)

09/30/2022 06/30/2022
Amortized cost Fair value Amortized cost Fair value
Current
Bank borrowings 35,865,561 34,568,308 48,305,535 46,589,131
Corporate Bonds 29,859,077 29,555,342 12,845,934 12,467,941
Non-current
Bank borrowings 34,533,010 33,802,139 9,912,901 9,344,755
Corporate Bonds 44,245,381 43,051,140 61,264,268 56,550,746
7.12. Secured Notes
--- ---

Secured Guaranteed Notes

On August 5, 2022 the 25% of the outstanding capital of the convertible note that we had issued in 2020 and which the 75% was already converted into shares on March 16, 2022, were converted into 1.5 million shares. Bioceres has repurchased such shares for $24 million issuing the “The Secured Guaranteed Notes”.

The Secured Guaranteed Notes due 2026 mature 48 months after the issue date and bear interest at 9.0% from the issue date through 24 months after the issue date, 13.0% from 25 through 36 months after the issue date and 14.0% from 37 through 48 months after the issue date. Interest is payable semi-annually. The Secured Guaranteed Notes due 2026 have no conversion rights into our ordinary shares.

The carrying value of the Secured Guaranteed Notes as of September 30, 2022 measured at amortized cost does not differ significantly from their fair value.

Secured Convertible Guaranteed Notes

On August 8, 2022, we issued the Secured Guaranteed Convertible Notes for a total principal amount of $55 million. The notes have a 4- year maturity and accrue interest at an annual interest rate of 9%, of which 5% is payable in cash and 4% in-kind. At any time up to maturity the note holders might opt to convert the outstanding principal amount into common shares of Bioceres at a strike price of $18 per share. The Company can repurchase the notes voluntarily 30 months after the issue date.

At inception, the fair value of the liability component of the Secured Convertible Guaranteed Notes was measured using a discount rate of 13.57%.

The carrying value of Secured Convertible Guaranteed Notes as of September 30, 2022 measured at amortized cost does not differ significantly from their fair value.

The Secured Guaranteed Notes and the Secured Convertibles Guaranteed Notes are secured by substantially all of the assets located in the United States of Pro Farm Group, Inc. and its U.S. subsidiaries and are guaranteed by BCS Holding Inc., Bioceres Crops do Brasil Ltda., Bioceres Crops S.A., Bioceres Semillas S.A.U., Verdeca LLC, Rasa Holding LLC, Rizobacter Argentina S.A., Rizobacter del Paraguay S.A., Rizobacter do Brasil Ltda., Rizobacter South Africa, Rizobacter Uruguay, Rizobacter USA, LLC, Pro Farm Group, Inc., Pro Farm Michigan Manufacturing LLC, Pro Farm, Inc., Pro Farm Technologies Comércio de Insumo Agrícolas do Brasil Ltda., Glinatur S.A. and Pro Farm OU.

F-25

BIOCERES CROP SOLUTIONSCORP.

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATEDFINANCIAL STATEMENTS

(Amounts inUS Dollars, except otherwise indicated)

7.13.   Employee benefitsand social security

09/30/2022 06/30/2022
Current
Salaries, accrued incentives, vacations and<br> social security 11,448,687 7,337,774
Key management personnel (Note 17) 336,755 281,347
11,785,442 7,619,121

8.    INFORMATION ABOUTCOMPONENTS OF UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

**8.1.**Revenues from contracts with customers

09/30/2022 09/30/2021
Sale of goods and services 126,113,636 65,672,217
Royalties 729,612 681,657
126,843,248 66,353,874

Transactions of sales of goods and services with joint ventures, shareholders and other related parties are reported in Note 16.

8.2.    Cost of sales

Item 09/30/2022 09/30/2021
Inventories as of the beginning of the period 78,759,610 39,052,925
Business combination 11,064,908 -
Purchases of the period 79,089,246 49,130,173
Production costs 8,440,830 3,662,191
Foreign currency translation - 2,534,476
Subtotal 177,354,594 94,379,765
Inventories as of the end of the period (*) (101,678,716 ) (56,497,312 )
Cost of sales 75,675,878 37,882,453

(1) Net of agricultural products.

F-26

BIOCERES CROP SOLUTIONSCORP.


NOTES TO THE UNAUDITEDINTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amountsin US Dollars, except otherwise indicated)

8.3.    R&D classifiedby nature

Item Research and<br><br> development<br><br> expenses<br><br> 09/30/2022 Research and<br><br> development<br><br> expenses<br><br> 09/30/2021
Amortization of intangible assets 1,511,118 302,214
Analysis and storage 11,568 -
Import and export expenses 850 1,686
Depreciation of property, plant and equipment 142,373 179,677
Freight and haulage 5,300 12
Employee benefits and social securities 861,312 259,522
Maintenance 217,066 7,375
Energy and fuel 79,121 18,521
Supplies and materials 559,044 491,964
Mobility and travel 108,694 4,766
Publicity and advertising 180 -
Share-based incentives 6,975 -
Professional fees and outsourced services 293,776 62,856
Professional fees related parties - 86,256
Office supplies 21,454 2,334
Information technology expenses 11,996 31
Insurance 10,537 2,960
Depreciation of leased assets 10,650 1,206
Miscellaneous - 10,162
Total 3,852,014 1,431,542
09/30/2022 09/30/2021
--- --- --- --- ---
R&D capitalized (Note 7.8) 3,241,008 1,587,042
R&D profit and loss 3,852,014 1,431,542
Total 7,093,022 3,018,584
F-27

BIOCERES CROP SOLUTIONS CORP.

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATEDFINANCIAL STATEMENTS

(Amountsin US Dollars, except otherwise indicated)

**8.4.**Expenses classified by nature and function

Item Production<br><br> costs Selling, <br><br> general and<br><br> administrative<br><br> expenses Total <br><br> 09/30/2022
Amortization of intangible assets 43,456 922,258 965,714
Analysis and storage 5,425 113,265 118,690
Commissions and royalties 118,960 623,459 742,419
Import and export expenses 98,186 256,070 354,256
Depreciation of property, plant and equipment 746,609 493,111 1,239,720
Depreciation of leased assets 395,972 269,805 665,777
Impairment of receivables - 156,053 156,053
Freight and haulage 241,533 3,474,028 3,715,561
Employee benefits and social securities 3,994,761 10,041,033 14,035,794
Maintenance 462,743 980,742 1,443,485
Energy and fuel 500,359 58,400 558,759
Supplies and materials 339,843 491,811 831,654
Mobility and travel 20,940 994,919 1,015,859
Publicity and advertising - 1,888,497 1,888,497
Contingencies - 2,448 2,448
Share-based incentives 100,206 120,170 220,376
Professional fees and outsourced services 674,014 4,610,610 5,284,624
Office supplies and registrations fees 32,546 289,467 322,013
Insurance 28,430 760,276 788,706
Information technology expenses 13,243 993,378 1,006,621
Obsolescence 539,382 79,107 618,489
Taxes 45,049 4,130,539 4,175,588
Miscellaneous 39,173 155,465 194,638
Total 8,440,830 31,904,911 40,345,741
F-28

BIOCERES CROP SOLUTIONSCORP.


NOTES TO THE UNAUDITEDINTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amountsin US Dollars, except otherwise indicated)

Item Production<br><br> costs Selling,<br><br> general and<br><br> administrative<br><br> expenses Total <br><br> 09/30/2021
Amortization of intangible assets - 370,673 370,673
Analysis and storage 2,355 24,703 27,058
Commissions and royalties 335,585 473,456 809,041
Import and export expenses 7,304 159,345 166,649
Depreciation of property, plant and equipment 314,569 452,098 766,667
Depreciation of leased assets 118,086 120,862 238,948
Impairment of receivables - 197,642 197,642
Freight and haulage 98,488 2,221,651 2,320,139
Employee benefits and social securities 1,508,725 4,997,301 6,506,026
Maintenance 178,832 211,075 389,907
Energy and fuel 105,690 15,593 121,283
Supplies and materials 209,874 129,419 339,293
Mobility and travel 4,454 265,364 269,818
Publicity and advertising - 973,659 973,659
Contingencies - 2,742 2,742
Share-based incentives - 517,434 517,434
Professional fees and outsourced services 307,060 1,971,702 2,278,762
Professional fees related parties - 14,474 14,474
Office supplies 6,376 119,830 126,206
Insurance 13,054 240,421 253,475
Information technology expenses - 330,337 330,337
Obsolescence 440,324 - 440,324
Taxes 11,256 2,331,803 2,343,059
Miscellaneous 159 41,616 41,775
Total 3,662,191 16,183,200 19,845,391

8.5.    Other income orexpenses, net

09/30/2022 09/30/2021
Net result from commercialization of agricultural<br> products 21,029 (850,080 )
Other income or expenses, net 457,012 (296,537 )
478,041 (1,146,617 )

8.6.    Net financial cost

09/30/2022 09/30/2021
Financial costs
Interest expenses with the Parents (Note 16) (149,734 ) (240,639 )
Interest expenses (5,569,576 ) (2,312,445 )
Financial commissions (1,060,537 ) (789,725 )
(6,779,847 ) (3,342,809 )
Other financial results
Exchange differences generated by assets 6,322 4,721,459
Exchange differences generated by liabilities (833,428 ) (7,441,398 )
Changes in fair value of financial assets or liabilities and<br> other financial results (569,032 ) (766,225 )
Net gain of inflation effect on monetary<br> items 107,832 1,649,305
(1,288,306 ) (1,836,859 )
Total<br> net financial cost (8,068,153 ) (5,179,668 )
F-29

BIOCERES CROP SOLUTIONS CORP.

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATEDFINANCIAL STATEMENTS

(Amountsin US Dollars, except otherwise indicated)

9.    TAXATION

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

09/30/2022 09/30/2021
Current tax expense (6,020,201 ) (4,650,198 )
Deferred tax 1,007,558 2,054,885
Total (5,012,643 ) (2,595,313 )
09/30/2022 09/30/2021
--- --- --- --- --- --- ---
Beginning of the period deferred tax (24,994,569 ) (22,421,125 )
Additions for business combination (16,704,770 ) -
Charge for the period 1,007,558 2,054,885
Charge to OCI - 654,248
Conversion difference (261,014 ) (1,451,115 )
Total net deferred tax (40,952,795 ) (21,163,107 )

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:

09/30/2022 09/30/2021
Earnings before income tax-rate 8,924,643 4,860,529
Income tax expense by applying tax rate in force in the respective<br> countries (5,739,069 ) (2,774,368 )
Share of profit or loss of subsidiaries, joint ventures and<br> associates 313,280 (78,009 )
Stock options charge (57,818 ) (93,824 )
Non-deductible expenses (965,398 ) (477,557 )
Untaxed gains 159,515 135,263
Unrecognized<br> tax losses carry-forwards^1^ (895,896 ) -
Foreign investment coverage - 56,980
Tax inflation adjustment 1,822,594 300,200
Result of inflation effect on monetary items and other finance<br> results 213,857 283,261
Others 136,292 52,741
Income tax expenses (5,012,643 ) (2,595,313 )

1- Corresponds mainly to Pro Farm Group Inc.

F-30

BIOCERES CROP SOLUTIONS CORP.

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATEDFINANCIAL STATEMENTS

(Amountsin US Dollars, except otherwise indicated)

10. EARNINGS PER SHARE (EPS)

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

09/30/2022 09/30/2021
Numerator
Profit for the period (basic EPS) 498,297 874,137
Profit for the period (diluted EPS) 498,297 874,137
Denominator
Weighted average number of shares (basic EPS) 60,537,110 41,104,088
Weighted average number of shares (diluted EPS) 61,736,679 42,376,794
Basic profit attributable to ordinary equity holders of the parent 0.0082 0.0213
Diluted profit attributable to ordinary equity holders of the parent 0.0081 0.0206

Diluted earnings per share is calculated by adjusting the weighted average number of shares outstanding to assume conversion of all dilutive potential shares. The Group has two categories of dilutive potential shares, share-based incentives and Secured Convertible Guaranteed Notes.

The stock options were included in the diluted EPS calculation for the period ended Septiember 30, 2022 only for the tranches in which the average market price of ordinary shares during the periods was higher than the assumed proceeds per option.

Secured Convertible Guaranteed Notes outstanding were not included in the diluted EPS calculations for the year ended September 30, 2022 because its interest (net of tax and other changes in income or expense) per ordinary share obtainable on conversion exceeds basic earnings per share.

11. INFORMATION ABOUT UNAUDITED INTERIM CONDENSED CONSOLIDATED COMPONENTS OF EQUITY

In consideration of payment of Pro Farm Merger, we have issued 16.4 million shares. See Note 6.

See Note 7.12 in reference to the issuance of 1.5 million shares in connection with the conversion of the convertible note that we had issued in 2020.

The Secured Convertibles Guaranteed Notes mentioned in Note 7.12 were classified as compound instruments, a non-derivative financial instrument that contains both a liability and an equity component. The equity consideration was included in the “Convertible instruments” column.

As of September 30, 2022, we had (i) 100,000,000 ordinary shares ($0.0001 par value) authorized, (ii) 63,311,012 ordinary shares issued and outstanding, (iii) 1,000,000 preferred shares ($0.0001 par value) authorized, (iv) no preferred shares issued and outstanding, (v) 2,496,209 ordinary shares reserved for our equity compensation plans. Of the total issued shares, we have repurchased 2,003,409 shares of our own.

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

F-31

BIOCERES CROP SOLUTIONS CORP.

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATEDFINANCIAL STATEMENTS

(Amountsin US Dollars, except otherwise indicated)

12. CASH FLOW INFORMATION

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

09/30/2022 09/30/2021
Investment activities
Net assets acquisition by business combination (Note 6) 150,510,313 -
Investment in-kind in other related parties (Note 16) 550,183 455,444
151,060,496 455,444
09/30/2022 09/30/2021
--- --- --- --- --- ---
Financing activities
Capitalization of convertible notes (Note 7.12) 12,211,638 -
Purchase of own shares (Note 7.12) (23,915,029 ) -
Acquisition of non-controlling interest in subsidiaries - 255,893
(11,703,391 ) 255,893
13. JOINT VENTURES AND ASSOCIATES
--- ---
09/30/2022 06/30/2022
--- --- --- --- ---
Assets
Synertech Industrias S.A. 36,743,766 35,646,740
Indrasa Biotecnología S.A. 59,893 70,466
Alfalfa Technologies S.R.L. 63,599 74,827
Moolec Science Limited 2,759,059 2,759,059
Moolec Science S.A. 3,000 3,000
39,629,317 38,554,092
09/30/2022 06/30/2022
--- --- --- --- ---
Liabilities
Trigall Genetics S.A. 850,065 717,948
850,065 717,948

Share of profit or loss of joint ventures and associates:

09/30/2022 09/30/2021
Trigall Genetics S.A. (132,117 ) 1,611
Synertech Industrias S.A. 974,357 (240,282 )
Indrasa Biotecnología S.A. - 16,435
842,240 (222,236 )
09/30/2022 09/30/2021
--- --- --- --- --- ---
As of the beginning of the period 37,836,144 29,378,923
Revaluation of property, plant and equipment - (173,852 )
Foreign currency translation 100,868 1,617,492
Share of profit or loss 842,240 (222,236 )
As of the end of the period 38,779,252 30,600,327
F-32

BIOCERES CROP SOLUTIONS CORP.

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATEDFINANCIAL STATEMENTS

(Amountsin US Dollars, except otherwise indicated)

14. SEGMENT INFORMATION

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

Period ended September 30, 2022 Seed and<br><br> integrated<br><br> products Crop <br><br>protection Crop <br><br>nutrition Consolidated
Revenues from contracts with customers
Sale of goods and services 13,073,640 62,986,173 50,053,823 126,113,636
Royalties 729,612 - - 729,612
Others
Initial recognition and changes in the fair value of biological assets at the point of harvest 51,451 89,573 348,982 490,006
Changes in the net realizable value of agricultural products after harvest (27,319 ) (93,103 ) (107,514 ) (227,936 )
Total 13,827,384 62,982,643 50,295,291 127,105,318
Cost of sales (5,539,489 ) (45,035,250 ) (25,101,139 ) (75,675,878 )
Gross profit per segment 8,287,895 17,947,393 25,194,152 51,429,440
% Gross margin 60 % 28 % 50 % 40 %
Period ended September 30, 2021 Seed and<br><br> integrated<br><br> products Crop <br><br>protection Crop <br><br>nutrition Consolidated
--- --- --- --- --- --- --- --- --- --- --- --- ---
Revenues from contracts with customers
Sale of goods and services 8,250,549 34,958,979 22,462,689 65,672,217
Royalties 681,657 681,657
Others
Government grants 468 - - 468
Initial recognition and changes in the fair value of biological assets 45,951 191,317 314,635 551,903
Total 8,978,625 35,150,296 22,777,324 66,906,245
Cost of sales (3,494,180 ) (21,524,899 ) (12,863,374 ) (37,882,453 )
Gross margin per segment 5,484,445 13,625,397 9,913,950 29,023,792
% 61 % 39 % 44 % 43 %
F-33

BIOCERES CROP SOLUTIONS CORP.

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATEDFINANCIAL STATEMENTS

(Amountsin US Dollars, except otherwise indicated)

15. FINANCIAL INSTRUMENTS – RISK MANAGEMENT

The following tables show additional information required under IFRS 7 for financial assets and liabilities recorded as of September 30, 2022 and June 30, 2022.

Amortized cost Mandatorily measured at fair <br><br>value through profit or loss
Financial asset 09/30/2022 06/30/2022 09/30/2022 06/30/2022
Cash and cash equivalents 47,387,566 32,912,886 - 562,380
Other financial assets 1,253,296 884,964 3,751,322 5,136,010
Trade receivables 142,759,930 111,952,722 - -
Other receivables (*) 8,891,624 7,642,707 - -
Total 200,292,416 153,393,279 3,751,322 5,698,390

(*) Advances expenses and tax balances are not included.

Amortized cost Mandatorily measured at fair<br><br> value through profit or loss
Financial liability 09/30/2022 06/30/2022 09/30/2022 06/30/2022
Trade and other payables 135,176,408 125,849,620 - -
Borrowings 156,511,993 145,478,637 - -
Secured notes 71,362,653 12,559,071 - -
Lease liability 14,285,357 11,751,284 - -
Other financial liabilities - - 938,702 -
Consideration for acquisition of assets 13,921,744 12,902,790 - -
Total 391,258,155 308,541,402 938,702 -

Financial instruments measured at fair value

Measurement at fair value at 09/30/2022 Level 1 Level 2 Level 3
Financial assets at fair value
Mutal funds 2,055,783 - -
Other investments 1,695,539 - -
Financial liabilities at fair value
Other financial liabilities - 938,702 -
Measurement at fair value at 06/30/2022 Level 1 Level 2 Level 3
--- --- --- --- --- --- ---
Financial assets at fair value
Money market funds 562,380 - -
Mutual funds 2,913,519 - -
Other investments 1,490,086 732,405 -
F-34

BIOCERES CROP SOLUTIONS CORP.

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATEDFINANCIAL STATEMENTS

(Amountsin US Dollars, except otherwise indicated)

Estimation of fair value

The fair value of mutual funds and other investments is calculated using the market approach, which use 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 and other investments, 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. 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 fairvalue

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 7.11).

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

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 September 30, 2022.

Net foreign currency position 09/30/2022
Amount expressed in US$ 21,375,336

The main Argentinian subsidiaries of the Group have changed their functional currency from Argentine Pesos to US Dollar (See note 2).

Considering only this net currency exposure as of September 30, 2022 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 September 30, 2022 would have resulted in a net pre-tax loss or gain of approximately $2.1 million.

| F-35 |

| --- |

BIOCERES CROP SOLUTIONS CORP.

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATEDFINANCIAL STATEMENTS

(Amountsin US Dollars, except otherwise indicated)

16. SHAREHOLDERS AND OTHER RELATED PARTIES BALANCES AND TRANSACTIONS

During the periods ended September 30, 2022 and 2021, the transactions between the Group and related parties, and the related balances owed by and to them, are as follows:

The increase in sales and purchases with joint ventures compared to the same period of the previous year is due to an incremental sale of micro-beaded fertilizers due to more competitive prices compared to competing commodity fertilizers.

Value of transactions for the<br><br> period ended
Party Transaction type 09/30/2022 09/30/2021
Joint ventures and associates Sales and services 17,083,027 4,331,275
Joint ventures and associates Purchases of goods and services (25,314,814 ) (12,087,333 )
Key management personnel Salaries, social security benefits and other benefits (648,494 ) (969,716 )
Shareholders and other related parties Sales of goods and services 261,418 1,805
Shareholders and other related parties Purchases of goods and services (239,772 ) (1,422,314 )
Shareholders and other related parties Net loans granted (1,609 ) -
Shareholders and other related parties In-kind contributions 550,183 455,444
Parent company and related parties to Parent (Note 8.6) Interest expenses (149,734 ) (240,639 )
Total (8,459,795 ) (9,931,478 )
Amounts receivable from<br><br> related parties
--- --- --- --- --- ---
Party Transaction type 09/30/2022 06/30/2022
Shareholders and other related parties Trade debtors 191,084 640,258
Other receivables - Other related parties Other receivables 1,004 1,182
Joint ventures and associates Trade debtors 703,121 22,429
Joint ventures and associates Other receivables 4,492,555 2,987,765
Total 5,387,764 3,651,634
Amounts payable to related <br> parties
--- --- --- --- --- --- --- ---
Party Transaction type 09/30/2022 06/30/2022
Parent company and related parties to Parent Trade creditors (125,573 ) (670,730 )
Parent company and related parties to Parent Net loans payables (5,464,374 ) (6,657,266 )
Key management personnel Salaries, social security benefits and other benefits (336,755 ) (281,347 )
Shareholders and other related parties Trade and other payables (36,532 ) (44,579 )
Joint ventures and associates Trade creditors (33,254,402 ) (29,082,325 )
Total (39,217,636 ) (36,736,247 )
| F-36 |

| --- |

BIOCERES CROP SOLUTIONS CORP.

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATEDFINANCIAL STATEMENTS

(Amountsin US Dollars, except otherwise indicated)

17. KEY MANAGEMENT PERSONNELCOMPENSATION

The compensation of directors and other key management members, including social security contributions and other benefits, was as follows for the period ended September, 2022 and 2021.

09/30/2022 09/30/2021
Salaries, social security and other benefits 421,143 452,282
Share-based incentives 227,351 517,434
Total 648,494 969,716
18. SHARE-BASED PAYMENTS
--- ---

As part of the merger described in Note 6, we have assumed the outstanding “2013 Stock Incentive Plan” from Pro Farm Group. On the merger date the total equity awards outstanding was converted consistent with the terms of the merger agreement into an aggregate of 1,191,362 option and or restricted stock units which was fully registered with the Securities and Exchange Commission on July 26, 2022. All equity awards retained their original granted terms. The company has not granted any additional awards under this plan during the period.

Stock Options

The total converted options outstanding on the date of the merger was 1,046,776. The estimated fair value of options on the merger date was $0.5 million. The Company’s fair value of the grants was estimated utilizing a Black Scholes option pricing model based on the following range of assumptions which have determined consistent with the Company’s historical methodology for such assumptions:

July 12, 2022
Exercise price $7.16 - 204.66
Expected life (years) 0.03 - 9.83
Estimated volatility factor 34.9% - 44.4%
Risk-free interest rate 0.0%
Expected dividend yield
19. LEASE
--- ---
Right-of-use leased asset 09/30/2022 06/30/2022
--- --- --- --- --- ---
Book value at the beginning of the period/year 15,828,032 3,688,150
Additions of the period/year 78,394 10,429,919
Additions from business combination 3,005,000 -
Disposals (70,397 ) -
Exchange differences (347,423 ) 1,709,963
Book value at the end of the period/year 18,493,606 15,828,032
Depreciation 09/30/2022 06/30/2022
--- --- --- --- --- ---
Book value at the beginning of the period/year 3,684,006 2,360,490
Depreciation of the period/year 676,427 1,257,538
Disposals (70,397 ) -
Exchange differences (21,112 ) 65,978
Accumulated depreciation at the end of the period/year 4,268,924 3,684,006
Total 14,224,682 12,144,026
| F-37 |

| --- |

BIOCERES CROP SOLUTIONS CORP.

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATEDFINANCIAL STATEMENTS

(Amountsin US Dollars, except otherwise indicated)

Lease liability 09/30/2022 06/30/2022
Book value at the beginning of the period/year 11,751,284 1,140,717
Additions of the period/year 375,130 9,937,271
Additions from business combination 3,245,812 -
Interest expenses, exchange differences and inflation effects (342,504 ) 1,708,060
Payments of the period/year (744,365 ) (1,034,764 )
Total 14,285,357 11,751,284
Lease Liabilities 09/30/2022 06/30/2022
--- --- --- --- ---
Non-current 11,516,213 10,338,380
Current 2,769,144 1,412,904
Total 14,285,357 11,751,284

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

09/30/2022 06/30/2022
Machinery and equipment 3,483,774 828,977
Vehicles 1,195,024 1,115,087
Equipment and computer software 795,862 742,382
Land and buildings 13,018,946 13,141,586
18,493,606 15,828,032

The incremental borrowing rate used was 3.48%.

20. 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, 2022 that were not mentioned above.

21. EVENTS OCCURRING AFTER THEREPORTING PERIOD

Subsequent to September 30, 2022, there have been no other situations or circumstances that may require significant adjustments or further disclosure in these unaudited interim condensed consolidated financial statements that were not mentioned above.

| F-38 |

| --- |