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 February 2025

​

Commission File Number: 001-38836

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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)

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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 ☐

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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): ☐

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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): ☐

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EXPLANATORY NOTE

This Form 6-K is incorporated by reference into the Company’s registration statement on Form F-3 (Registration No.

333-268144

), Form S-8 (Registration Nos.

333-255635

and

333-266333

), 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 December 31, 2024 and June 30, 2024, and for the three-and six-month periods ended December 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: February 27, 2025	​	By:	/s/ Federico Trucco
		Name:	Federico Trucco
		Title:	Chief Executive Officer

​

​

BIOCERES CROP SOLUTIONS CORP._2024-12-31

Table of Contents

Exhibit 99.1

​

​

BIOCERES CROP SOLUTIONS CORP.

​

Unaudited interim condensed consolidated financial statements as of December 31, 2024 and June 30, 2024, and for the three- and six-month periods ended December 31, 2024 and 2023.

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Table of Contents

INDEX

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Unaudited interim condensed consolidated financial statements as of December 31, 2024 and June 30, 2024, and for the three- and six-month periods ended December 31, 2024 and 2023.	​
​	​
Unaudited interim condensed consolidated statements of financial position as of December 31, 2024 and June 30, 2024	F-3
​	​
Unaudited interim condensed consolidated statements of comprehensive income for the three- and six-month periods ended December 31, 2024 and 2023	F-5
​	​
Unaudited interim condensed consolidated statements of changes in equity for the six-month periods ended December 31, 2024 and 2023	F-6
​	​
Unaudited interim condensed consolidated statements of cash flows for the six-month periods ended December 31, 2024 and 2023	F-7
​	​
Notes to the unaudited interim condensed consolidated financial statements	F-9

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​ F-2

Table of Contents

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

As of December 31, 2024, and June 30, 2024

(Amounts in US$)

​

​	​	​	​	​	​	​
​	****	Notes	****	12/31/2024	****	06/30/2024
ASSETS
CURRENT ASSETS
Cash and cash equivalents		5.1		29,176,741		44,473,270
Other financial assets		5.2		2,018,893		11,695,528
Trade receivables		5.3		226,458,428		207,320,974
Other receivables		5.4		17,204,097		18,298,672
Recoverable income tax	​	​		1,500,924		655,691
Inventories		5.5		101,809,489		125,929,768
Biological assets	​	​	​	4,398,841	​	294,134
Total current assets	​	​		382,567,413		408,668,037
​	​	​	​	​	​	​
NON-CURRENT ASSETS	​	​		​		​
Other financial assets		5.2		817,544		634,553
Other receivables	​	5.4	​	18,248,572	​	17,957,121
Recoverable income tax		​		15,379		10,889
Deferred tax assets	​	7		13,282,972		9,698,860
Investments in joint ventures and associates	​	11		40,013,004		39,786,353
Investment properties		​		560,783		560,783
Property, plant and equipment		5.6		74,901,243		74,573,278
Intangible assets		5.7		176,292,048		176,893,136
Goodwill		​		112,163,432		112,163,432
Right of use asset	​	14	​	16,335,484	​	11,601,752
Total non-current assets				452,630,461		443,880,157
Total assets				835,197,874		852,548,194

​

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 December 31, 2024, and June 30, 2024

(Amounts in US$)

​

​	​	​	​	​	​	​
LIABILITIES	****	Notes	****	12/31/2024	****	06/30/2024
​
CURRENT LIABILITIES		​		​		​
Trade and other payables		5.8		144,026,138	​	168,732,469
Borrowings		5.9		119,191,968	​	136,747,198
Employee benefits and social security		5.10		8,230,370	​	7,340,958
Deferred revenue and advances from customers	​	5.11		2,929,540	​	3,923,140
Income tax payable		​		5,898,060	​	4,825,271
Consideration for acquisition	​	​	​	3,211,075	​	4,617,281
Lease liabilities	​	14		5,289,223	​	3,122,778
Total current liabilities	​	​	​	288,776,374	​	329,309,095
**** ​	​	​		​		​
NON-CURRENT LIABILITIES	​	​	​	​	​	​
Borrowings	​	5.9	​	66,913,633	​	42,104,882
Deferred revenue and advances from customers	​	5.11	​	1,879,736	​	1,925,138
Joint ventures and associates	​	11		749,269	​	296,455
Deferred tax liabilities		7		32,950,920	​	34,995,791
Provisions		​		1,114,593	​	1,255,702
Consideration for acquisition	​	​	​	2,233,332	​	2,309,234
Secured notes	​	​	​	83,400,171	​	80,809,686
Lease liabilities	​	14	​	10,848,789	​	8,161,359
Total non-current liabilities	​	​		200,090,443	​	171,858,247
Total liabilities				488,866,817	​	501,167,342
​	​	​	​	​	​	​
EQUITY				​		​
Equity attributable to owners of the parent				309,552,310	​	315,041,257
Non-controlling interest				36,778,747	​	36,339,595
Total equity				346,331,057	​	351,380,852
Total equity and liabilities				835,197,874	​	852,548,194

​

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 six-month periods ended of December 31, 2024, and 2023

(Amounts in US$)

​

​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	Three-month period ended			​	Six-month period ended
​	****	Notes	****	12/31/2024	****	12/31/2023	****	12/31/2024	****	12/31/2023
Revenues from contracts with customers		6.1		106,759,111	​	140,293,827	​	199,380,189	​	256,476,632
Initial recognition and changes in the fair value of biological assets at the point of harvest		​		(78,122)	​	(72,785)	​	588,053	​	338,128
​	​	​	​	​	​	​	​	​	​	​
Cost of sales	​	6.2	​	(61,550,407)	​	(88,710,537)	​	(117,346,452)	​	(160,326,318)
Changes in the net realizable value of agricultural products after harvest		​		(768,055)	​	(746,242)	​	(204,910)	​	(2,192,558)
Research and development expenses		6.3		(4,192,836)	​	(3,643,077)	​	(8,604,115)	​	(8,224,318)
Selling, general and administrative expenses		6.4		(33,161,078)	​	(31,164,937)	​	(63,325,204)	​	(65,097,785)
Share of profit or loss of joint ventures and associates		11		360,155	​	2,052,296	​	(226,163)	​	3,560,967
Other income or expenses, net	​	6.5		549,863	​	(1,166,603)	​	25,840	​	(2,398,238)
Operating profit	​	**** ​	****	7,918,631	​	16,841,942	​	10,287,238	​	22,136,510
​		​		​		​		​		​
Financial cost	​	6.6		(7,431,785)	​	(3,815,993)	​	(14,593,633)	​	(11,477,850)
Other financial results	​	6.6	​	(80,697)	​	(3,454,061)	​	(2,751,918)	​	(3,336,196)
Profit/ (Loss) before income tax	​	**** ​	****	406,149	​	9,571,888	​	(7,058,313)	​	7,322,464
​	​	​	​	​	​	​	​	​	​	​
Income tax	​	7	​	199,092	​	(8,333,387)	​	1,465,501	​	(8,762,427)
Profit/ (Loss) for the period	​	**** ​	****	605,241	​	1,238,501	​	(5,592,812)	​	(1,439,963)
​	​	​	​	​	​	​	​	​	​	​
Profit (Loss) for the period attributable to:	​	​
Equity holders of the parent	​	​		143,535	​	108,449		(6,225,727)		(4,483,185)
Non-controlling interests	​	​		461,706	​	1,130,052		632,915		3,043,222
​	​	​		605,241	​	1,238,501		(5,592,812)		(1,439,963)
Profit/ (Loss) per share	​	​	​	​	​	​	​	​	​	​
Basic loss attributable to ordinary equity holders of the parent	​	8	​	0.0023	​	0.0017	​	(0.0991)	​	(0.0713)
Diluted loss attributable to ordinary equity holders of the parent	​	8	​	0.0023	​	0.0017	​	(0.0991)	​	(0.0713)
​	​	​	​	​	​	​	​	​	​	​
Profit/ (Loss) for the period	​	​	​	605,241	​	1,238,501	​	(5,592,812)	​	(1,439,963)
​	​	​	​	​	​	​	​	​	​	​
Other comprehensive profit/ (loss)	​	​	​	94,004	​	485,703	​	82,961	​	(444,254)
Items that may be subsequently reclassified to profit/(loss)	​	​	​	94,004	​	485,703	​	82,961	​	(444,254)
Foreign exchange differences on translation of foreign operations from joint ventures	​	​	​	—	​	897	​	—	​	897
Foreign exchange differences on translation of foreign operations	​	​	​	94,004	​	484,806	​	82,961	​	(445,151)
Total comprehensive profit/ (loss)	​	​	​	699,245	​	1,724,204	​	(5,509,851)	​	(1,884,217)
​	​	​	​	​	​	​	​	​	​	​
Total comprehensive profit/ (loss) attributable to:	​	​	​	​	​	​	​	​	​	​
Equity holders of the parent	​	​	​	393,768	​	510,976	​	(6,021,054)	​	(4,853,354)
Non-controlling interests	​	​	​	305,477	​	1,213,228	​	511,203	​	2,969,137
​	​	​	​	699,245	​	1,724,204	​	(5,509,851)	​	(1,884,217)

​

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 six-month periods ended of December 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
06/30/2023	​	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	​	4	​	526,017	​	—	​	—	​	7,009,405	​	—	​	—	​	—	​	—	​	—	​	7,535,426	​	—	​	7,535,426
Purchase of own shares	​	—	​	—	​	—	​	—	​	—	​	—	​	(734,388)	​	—	​	—	​	—	​	(734,388)	​	—	​	(734,388)
Distribution of dividends by subsidiary	​	—	​	—	​	—	​	—	​	—	​	—	​	—	​	—	​	—	​	—	​	—	​	(151,612)	​	(151,612)
(Loss) / profit for the period	​	—	​	—	​	—	​	—	​	—	​	—	​	—	​	(4,483,185)	​	—	​	—	​	(4,483,185)	​	3,043,222	​	(1,439,963)
Other comprehensive loss	​	—	​	—	​	—	​	—	​	—	​	—	​	—	​	—	​	(370,169)	​	—	​	(370,169)	​	(74,085)	​	(444,254)
12/31/2023	​	6,497	​	327,554,576	​	(255,893)	​	(780,841)	​	13,654,847	​	9,285,261	​	(31,287,979)	​	(18,386,202)	​	912,208	​	(160,702)	​	300,541,772	​	34,719,544	​	335,261,316
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
06/30/2024	​	6,500	​	327,640,676	​	(255,893)	​	(780,841)	​	19,427,375	​	9,285,261	​	(31,287,979)	​	(9,627,329)	​	794,189	​	(160,702)	​	315,041,257	​	36,339,595	​	351,380,852
Share-based incentives	​	—	​	63,055	​	—	​	—	​	1,395,951	​	—	​	—	​	—	​	—	​	—	​	1,459,006	​	—	​	1,459,006
Purchase of own shares	​	—	​	—	​	—	​	—	​	—	​	—	​	(926,899)	​	—	​	—	​	—	​	(926,899)	​	—	​	(926,899)
Distribution of dividends by subsidiary	​	—	​	—	​	—	​	—	​	—	​	—	​	—	​	—	​	—	​	—	​	—	​	(72,051)	​	(72,051)
(Loss) / profit for the period	​	—	​	—	​	—	​	—	​	—	​	—	​	—	​	(6,225,727)	​	—	​	—	​	(6,225,727)	​	632,915	​	(5,592,812)
Other comprehensive (loss) / income	​	—	​	—	​	—	​	—	​	—	​	—	​	—	​	—	​	204,673	​	—	​	204,673	​	(121,712)	​	82,961
12/31/2024		6,500		327,703,731		(255,893)		(780,841)		20,823,326		9,285,261		(32,214,878)		(15,853,056)	​	998,862	​	(160,702)	​	309,552,310	​	36,778,747	​	346,331,057

​

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 CASH FLOWS

For the six-month periods ended of December 31, 2024, and 2023

(Amounts in US$)

​

​	​	​	​	​	​	​
​	****	Notes	****	12/31/2024	****	12/31/2023
OPERATING ACTIVITIES		​		​		​
Loss for the period		​		(5,592,812)	​	(1,439,963)
​	​	​	​	​	​	​
Adjustments to reconcile profit to net cash flows		​		​		​
Income tax		7		(1,465,501)		8,762,427
Financial results		​		17,345,551		14,814,046
Depreciation of property, plant and equipment		5.6		3,035,184		2,556,422
Amortization of intangible assets		5.7		5,944,246		5,474,971
Depreciation of leased assets		14		2,219,948	​	1,711,256
Share-based incentive and stock options		​		2,338,406		8,527,214
Share of profit or loss of joint ventures and associates		11		226,163		(3,560,967)
Provisions for contingencies	​	​		175,487		49,090
Allowance for impairment of trade debtors		​		1,980,726		296,051
Allowance for obsolescence		​		477,756		282,836
Initial recognition and changes in the fair value of biological assets		​		(588,053)		(338,128)
Changes in the net realizable value of agricultural products after harvest	​	​	​	204,910	​	2,192,558
Gain on sale of equipment and intangible assets		​		(147,199)		(33,521)
​	​	​	​	​	​	​
Working capital adjustments		​		​		​
Trade receivables		​		(23,973,784)		(38,431,478)
Other receivables		​		866,073		3,281,861
Income and minimum presumed income taxes		​		(4,640,270)		8,670,430
Inventories and biological assets		​		19,339,831		13,725,208
Trade and other payables		​		(21,442,963)		11,867,420
Employee benefits and social security		​		889,412		(1,388,050)
Deferred revenue and advances from customers		​		(1,039,002)		(2,698,249)
Interest collected		​		3,579,162	​	1,204,931
Inflation effects on working capital adjustments		​		66,366	​	323,421
Net cash flows (used) /generated by operating activities	****	**** ​	****	(200,363)	​	35,849,786

​

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 six-month periods ended of December 31, 2024, and 2023

(Amounts in US$)

​

​	​	​	​	​	​	​
​	****	Notes	****	12/31/2024	****	12/31/2023
INVESTMENT ACTIVITIES
Proceeds from sale of property, plant and equipment	​	​		155,471	​	45,268
Proceeds from financial assets	​	​	​	9,628,376	​	—
Investment in financial assets	​	​	​	(5,656,002)	​	(16,363,130)
Purchase of property, plant and equipment		5.6		(3,934,189)	​	(6,070,237)
Capitalized development expenditures		5.7		(5,022,789)	​	(4,454,893)
Purchase of intangible assets		5.7		(284,372)	​	(219,829)
Net cash flows used by investing activities	​	​	****	(5,113,505)	​	(27,062,821)
​	​	​	​	​	​	​
FINANCING ACTIVITIES	​	​		​
Proceeds from borrowings	​	​		84,101,646	​	69,810,628
Repayment of borrowings and financed payments	​	​		(78,069,806)	​	(79,250,768)
Interest payments	​	​		(12,598,035)	​	(12,168,664)
Other financial payments	​	​		(2,249,398)	​	(1,288,813)
Purchase of own shares	​	​	​	(926,899)	​	(734,388)
Leased assets payments	​	14	​	(2,497,966)	​	(2,493,617)
Cash dividend distributed by subsidiary	​	​	​	(72,051)	​	(151,612)
Net cash flows used by financing activities	​	**** ​	****	(12,312,509)	​	(26,277,234)
**** ​	​	​	​	​	​	​
Net decrease in cash and cash equivalents	​	**** ​	****	(17,626,377)	​	(17,490,269)
**** ​	​	**** ​	​	​	​	​
Inflation effects on cash and cash equivalents	​	**** ​	​	1,960	​	(10,495)
**** ​	​	**** ​	​	​	​	​
Cash and cash equivalents as of beginning of the period		5.1		44,473,270	​	48,129,194
Effect of exchange rate changes on cash and equivalents	​	​	****	2,327,888	​	(6,226,493)
Cash and cash equivalents as of the end of the period	****	5.1	****	29,176,741	​	24,401,937

​

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

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.	Acquisitions and other significant transactions.
​	​
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.	Contingencies, commitments and restrictions on the distribution of profits.
​	​
18.	Events occurring after the reporting period.
​	​
​	​

​

​

​ F-9

Table of Contents

​

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 three- and six-month period ended December 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, 2024.

Authorization for the issue of the consolidated financial statements

These unaudited interim condensed consolidated financial statements of the Group as of December 31, 2024, and June 30, 2024 and for the three- and six-month periods ended December 31, 2024 and 2023 were authorized by the Board of Directors of Bioceres Crop Solutions Corp. on February 27, 2025.

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-10

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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

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, 2024.

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.

-	Amendments to IFRS 16 - Lease Liability in a Sale and Leaseback.
-	Amendments to IAS1 - Non-current liabilities with covenants.
---	---
-	Amendments to IAS 7- Statement of Cash Flows & to IFRS 7- Financial Instruments: Disclosures.
---	---
-	Amendment to IAS 7 and IFRS 7 - Supplier Financing.
---	---

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 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.
-	Amendment to IFRS 9 and IFRS 7 – Classification and measurement of financial instruments. The amendments are effective for annual periods beginning on or after January 1, 2026.
---	---
-	IFRS 19 - Subsidiaries without Public Accountability: Disclosures- The amendments are effective for annual periods beginning on or after January 1, 2027.
---	---
-	Annual Improvements to IFRS Accounting Standards—Volume 11. The amendments are effective for annual periods beginning on or after January 1, 2026.
---	---
-	Amendments to IFRS 9 and IFRS 7 – Contracts Referencing Nature-dependent Electricity. The amendments are effective for annual periods beginning on or after January 1, 2026.
---	---

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

​ F-11

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NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US$, except otherwise indicated)

​

-

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 analyzing the potential impact of this standard on our financial statements.

4. ACQUISITIONS AND OTHER SIGNIFICANT TRANSACTIONS

Natal Agro S.R.L.

On June 10, 2024, we acquired a controlling interest in Natal Agro S.R.L (“Natal”), an Argentine company that breeds and develops corn varieties. The interest acquired is represented by a total of 116,225 shares of AR$ 10 nominal value each, representing 51% of equity and voting interest.

The consideration for the acquisition was $0.22 million in cash and the commitment to carrying out, at our own expense, the regulatory activities for HB4 corn to obtain authorization for its commercialization in Argentina, and the regulatory activities for HB4 corn in Brazil, once the commercialization strategy of HB4 corn in Brazil has been defined by the Company.

Fair value of the consideration of payment

​

​	​	​
Cash payment		215,415
Regulatory activities		727,985
Total consideration	****	943,400

​

The consideration of payment was measured at fair value, which was calculated as the sum of cash paid and the acquisition‑date fair values of the regulatory services to be provided. The fair values measured were based on discounting future cash flow using market discount rates. The difference between fair value and nominal value of consideration will be recognized as finance cost over the period the consideration will be paid. F-12

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NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US$, except otherwise indicated)

​

Assets acquired, liabilities assumed, and non-controlling interest recognized

​

​	​	​
Cash and cash equivalents		252,923
Other financial assets		73,950
Trade receivables		596,463
Other receivables		288,861
Income and minimum presumed recoverable income taxes		19,998
Inventories		4,031,412
Property, plant and equipment		816,576
Intangible assets		2,217,985
Right of use asset		168,988
Trade and other payables		(2,302,332)
Borrowings		(743,279)
Employee benefits and social security		(23,346)
Deferred revenue and advances from customers		(2,515)
Provisions		(355,898)
Lease liabilities		(168,988)
Deferred tax liabilities		(996,824)
Total net assets identified	****	3,873,974
​	​	​
Non-controlling interest		(1,898,247)
​	​	​
Gain from a bargain purchase		(1,032,327)
​	​	​
Total consideration	​	943,400

​

The business combination was executed in a context of financial setbacks faced by the acquired company. To address these, in addition to the initial cash payment, Bioceres has committed to providing a working capital loan of up to $3 million to help alleviate the financial strain.

Bioceres will also provide regulatory services related to its proprietary technologies, which will enable strategic business development for Natal and create a new product pipeline leveraging Bioceres’ technology. Specifically, Bioceres has agreed to grant Natal an exclusive license for certain technologies to be applied to corn, with Natal committing to pay 15% of the revenues generated from this technology.

Since the issuance of the annual financial statements for the period ending June 30, 2024, we have revisited the fair value of the services we committed to providing in exchange for payment and have made progress in identifying and valuing specific intangible assets.

As required by the standards, measurement period adjustments are incorporated into the business combination accounting. The effect of the adjustment corresponds to the identification of an intangible asset for an amount of $0.8 million (net of deferred income tax liability and non-controlling interest of $0.5 million and $0.8 million, respectively) and a change in the fair value of the consideration by $0.4 million, generating a bargain purchase gain of $1.0 million as opposed to the $0.2 million goodwill recognized as of June 30, 2024. Comparative prior period information in the financial statements has been updated to reflect these adjustments, as if the business combination had been fully accounted for on the acquisition date.

Non-controlling interest was measured at the present ownership instruments’ proportionate share in the recognized amounts of the acquiree’s identifiable net assets. F-13

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NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US$, except otherwise indicated)

​

5.    INFORMATION ABOUT COMPONENTS OF CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

5.1. Cash and cash equivalents

​

​	​	​	​	​
​	****	12/31/2024	****	06/30/2024
Cash at bank and on hand	​	29,176,741	​	44,473,270
​		29,176,741	​	44,473,270

​

5.2.  Other financial assets

​

​	​	​	​	​
​	****	12/31/2024	****	06/30/2024
Current		​
US Treasury bills		—	​	1,993,668
Mutual funds	​	48,520	​	6,658,805
Shares of Moolec Science S.A.	​	1,113,000	​	1,530,375
Other investments		857,373	​	1,512,680
​		2,018,893	​	11,695,528
​	​	​	​	​
​	****	12/31/2024	****	06/30/2024
Non-current
Shares of Bioceres Group PLC.		444,413	​	444,473
Other investments		373,131	​	190,080
​		817,544	​	634,553

​

5.3. Trade receivables

​

​	​	​	​	​
​	****	12/31/2024	****	06/30/2024
Current	​	​	​	​
Trade debtors	​	228,727,937	​	205,057,590
Allowance for impairment of trade debtors		(8,706,185)	​	(7,050,280)
Shareholders and other related parties (Note 15)		208,284	​	141,224
Allowance for credit notes to be issued		—	​	(2,905,624)
Trade debtors - Joint ventures and associates (Note 15)		—	​	782,142
Deferred checks		6,228,392	​	11,295,922
​	​	226,458,428	​	207,320,974

​

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

​

​	​	​	​	​
​	****	12/31/2024	****	06/30/2024
Current
Taxes		7,147,490		5,019,659
Shareholders and other related parties (Note 15)	​	89,447	​	—
Other receivables - Joint ventures and associates (Note 15)		318,451		207,449
Prepayments to suppliers		5,525,881		10,242,075
Prepaid expenses and other receivables		1,988,422	​	1,594,152
Miscellaneous		2,134,406	​	1,235,337
​		17,204,097	​	18,298,672
​	​	​	​	​
​	****	12/31/2024	****	06/30/2024
Non-current		​		​
Taxes		574,602	​	752,045
Other receivables - Joint ventures and associates (Note 15)	​	16,184,334	​	15,495,543
Reimbursements over exports		1,248,507	​	1,461,038
Loans receivables		230,000	​	230,000
Miscellaneous		11,129	​	18,495
​		18,248,572	​	17,957,121

​

In September 2024, we entered into a note purchase agreement (the “Note Purchase Agreement”) and a HB4 soy supply agreement (the “HB4 Soy Supply Agreement”) with one of our associates, Moolec Science SA (“Moolec”). In June 2024, under the terms of the HB4 Soy Supply Agreement, we supplied to Moolec an amount of HB4 soy equivalent to $6.6 million. In exchange, Moolec Science issued convertible notes to us in an aggregate principal amount of $6.6 million (the “Moolec Convertible Notes”).

The Moolec Convertible Notes will mature 36 months after and include a “payment-in-kind” feature. If the trading price of Moolec’s ordinary shares exceeds the strike price of $6.00 per ordinary share for 10 trading days, we have the option to exercise the early conversion option pursuant to which the principal amount outstanding under the Moolec Convertible Notes may be converted into ordinary shares of Moolec at the strike price. At maturity, Moolec has the option to convert the principal amount outstanding under the Moolec Convertible Notes into ordinary shares. In connection with our early conversion option and Moolec’s optional conversion at maturity, Moolec may deliver ordinary shares, cash, or a combination of cash and ordinary shares.

​

5.5. Inventories

​

​	​	​	​	​
​	****	12/31/2024	****	06/30/2024
Seeds		6,146,855	​	5,967,231
Resale products		46,799,130	​	53,788,333
Manufactured products		18,846,502	​	26,081,250
Goods in transit		3,122,201	​	5,618,540
Supplies		20,773,539	​	22,546,093
Agricultural products		9,583,835	​	15,015,884
Allowance for obsolescence		(3,462,573)	​	(3,087,563)
​	​	101,809,489	​	125,929,768
​	​	​	​	​
Net of agricultural products		92,225,654	​	110,913,884

​ F-15

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NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US$, except otherwise indicated)

​

5.6. Property, plant and equipment

Property, plant and equipment as of December 31, 2024 and 2023 included the following:

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Net	​	​	​	​	​	​	​	​	​	​	​	Net
​	​	carrying	​	​	​	​	​	​	​	​	​	Foreign	​	carrying
​	​	amount	​	​	​	​	​	​	​	Depreciation	​	currency	​	amount
Class	****	06/30/2024	****	Additions	****	Transfers	****	Disposals	****	of the period	****	translation	****	12/31/2024
Office equipment	​	410,338	​	17,929	​	—	​	—	​	(39,218)	​	(15,717)	​	373,332
Vehicles	​	2,200,349	​	29,675	​	—	​	(8,272)	​	(447,262)	​	(1,330)	​	1,773,160
Equipment and computer software	​	507,469	​	26,008	​	—	​	—	​	(119,943)	​	(28,600)	​	384,934
Fixtures and fittings	​	2,786,470	​	8,834	​	—	​	—	​	(454,316)	​	59	​	2,341,047
Machinery and equipment		16,710,328	​	474,971		73,221		—		(1,464,721)		(364,814)		15,428,985
Land and buildings		39,677,902	​	—		46,431		—		(509,724)		(260,985)		38,953,624
Buildings in progress		12,280,422	​	3,521,132		(119,652)		—		—		(35,741)		15,646,161
Total		74,573,278	​	4,078,549		—		(8,272)		(3,035,184)		(707,128)		74,901,243

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Net	​	​	​	​	​	​	​	​	​	Net
​	​	carrying	​	​	​	​	​	​	​	Foreign	​	carrying
​	​	amount	​	​	​	​	​	Depreciation	​	currency	​	amount
Class	****	06/30/2023	****	Additions	****	Disposals	****	of the period	****	translation	****	12/31/2023
Office equipment	​	263,892	​	52,158	​	—	​	(33,828)	​	(2,114)	​	280,108
Vehicles	​	2,032,853	​	556,237	​	(9,013)	​	(416,309)	​	13,917	​	2,177,685
Equipment and computer software	​	174,399	​	101,224	​	—	​	(83,364)	​	(1,562)	​	190,697
Fixtures and fittings	​	2,862,949	​	10,483	​	(2,734)	​	(394,798)	​	(6,134)	​	2,469,766
Machinery and equipment		14,463,756		275,297		—		(1,185,336)		2,496		13,556,213
Land and buildings		36,144,792		10,351		—		(442,787)		33,183		35,745,539
Buildings in progress	​	11,911,194	​	5,112,029	​	—	​	—	​	(55,102)	​	16,968,121
Total		67,853,835		6,117,779		(11,747)		(2,556,422)		(15,316)		71,388,129

​

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-16

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NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US$, except otherwise indicated)

​

5.7. Intangible assets

Intangible assets as of December 31, 2024 and 2023 included the following:

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Net carrying	​	​	​	​	​	​	​	Foreign	​	Net carrying
​	​	amount	​	​	​	​	​	Amortization	​	currency	​	amount
Class	****	06/30/2024	****	Additions	****	Transfers	****	of the period	****	translation	****	12/31/2024
Seed and integrated products	​	​	​	​	​	​	​	​	​	​	​	​
HB4 technology and breeding program	​	35,574,371	​	2,392,794	​	—	​	(1,051,883)	​	—	​	36,915,282
Integrated seed products	​	2,681,826	​	—	​	—	​	(97,479)	​	47,642	​	2,631,989
Crop nutrition	​	​	​	​	​	​	​	​	​	​	​	​
Microbiological products		41,187,249		—	​	—	​	(1,813,650)	​	—		39,373,599
Microbiological products in progress		10,452,861	​	2,629,995	​	—	​	—	​	(6,916)	​	13,075,940
Other intangible assets		​		​	​	​	​	​	​	​		​
Trademarks and patents		47,906,064		133,595	​	—	​	(2,040,315)	​	—		45,999,344
Trademarks and patents with indefinite useful lives	​	10,045,294	​	—	​	—	​	—	​	(4,626)	​	10,040,668
Software	​	1,827,983	​	—	​	137,598	​	(255,684)	​	(103)	​	1,709,794
Software in progress		580,728		150,777	​	(137,598)	​	—	​	—		593,907
Customer loyalty	​	21,636,760	​	—	​	—	​	(685,235)	​	—	​	20,951,525
RG/RS/OX Wheat in progress	​	5,000,000	​	—	​	—	​	—	​	—	​	5,000,000
Total		176,893,136		5,307,161	​	—	​	(5,944,246)	​	35,997		176,292,048

​

​	​	​	​	​	​	​	​	​	​	​
​	​	Net	​	​	​	​	​	​	​	Net
​	​	carrying	​	​	​	​	​	Foreign	​	carrying
​	​	amount	​	​	​	Amortization	​	currency	​	amount
Class	****	06/30/2023	****	Additions	****	of the period	****	translation	****	12/31/2023
Seed and integrated products	​		​	​	​		​		​
HB4 technology and breeding program	​	31,679,681	​	1,729,439	​	(855,094)	​	—	​	32,554,026
Integrated seed products	​	2,841,008	​	—	​	(86,762)	​	(238,121)	​	2,516,125
Crop nutrition	​	​	​	​	​	​	​	​	​	​
Microbiological products	​	37,295,460	​	1,002,180	​	(1,402,972)	​	(1,296)	​	36,893,372
Microbiological products in progress	​	12,213,341	​	1,723,274	​	—	​	(365)	​	13,936,250
Other intangible assets	​	​	​	​	​	​	​	​	​	​
Trademarks and patents	​	51,933,444	​	1,288	​	(2,332,908)	​	—	​	49,601,824
Trademarks and patents with indefinite useful lives	​	7,827,309	​	—	​	—	​	—	​	7,827,309
Software	​	1,638,519	​	218,541	​	(282,764)	​	(352)	​	1,573,944
Software in progress	​	349,171	​	—	​	—	​	(60)	​	349,111
Customer loyalty		23,006,023	​	—		(514,471)	​	—		22,491,552
RG/RS/OX Wheat in progress		5,000,000	​	—		—	​	—		5,000,000
Total		173,783,956	​	4,674,722		(5,474,971)	​	(240,194)		172,743,513

​ F-17

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NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US$, except otherwise indicated)

​

5.8. Trade and other payables

​

​	​	​	​	​
​	****	12/31/2024	****	06/30/2024
​	​	​	​	​
Trade creditors		91,328,172	​	108,307,192
Shareholders and other related parties (Note 15)		49,646	​	37,985
Trade creditors - Parent company (Note 15)		797,564	​	729,171
Trade creditors - Joint ventures and associates (Note 15)		44,694,720	​	52,888,732
Taxes		6,960,551	​	5,647,550
Miscellaneous		195,485	​	1,121,839
​		144,026,138	​	168,732,469

​

5.9. Borrowings

​

​	​	​	​	​
​	****	12/31/2024	****	06/30/2024
Current	​	​	​	​
Bank borrowings		97,216,797	​	91,816,134
Corporate bonds		19,024,076	​	42,035,925
Trust debt securities	​	2,951,095	​	2,895,139
​		119,191,968	​	136,747,198
Non-current		​		​
Bank borrowings		20,429,329	​	15,316,612
Corporate bonds		46,484,304	​	25,071,823
Trust debt securities	​	—	​	1,716,447
​	​	66,913,633	​	42,104,882

​

In November 2024, we completed a $25.9 million public offering of Series X corporate bonds in the Argentine market. The bonds were issued in two tranches: Class A: Approximately $2.4 million 7.0% p.a. bonds due November 2026; and Class B: Approximately $23.5 million 8.0% p.a. bonds due November 2027.

​

The carrying value of some borrowings as of December 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.

​

​	​	​	​	​	​	​	​	​
​	​	12/31/2024			​	06/30/2024
​	****	Amortized cost	****	Fair value	****	Amortized cost	****	Fair value
Current	​	​	​	​	​	​	​	​
Bank borrowings		97,216,797		97,367,516		91,816,134		89,874,010
Corporate Bonds		19,024,076		18,783,131		42,035,925		41,492,963
​	​	​	​	​	​	​	​	​
Non-current	****	​		​	****	​		​
Bank borrowings		20,429,329		18,521,587		15,316,612		14,850,783
Corporate Bonds		46,484,304		42,828,561		25,071,823		23,845,583

​ F-18

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​

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US$, except otherwise indicated)

​

5.10. Employee benefits and social security

​

​	​	​	​	​
​	****	12/31/2024	****	06/30/2024
Salaries, accrued incentives, vacations and social security		7,843,894	​	7,192,492
Key management personnel (Note 15)	​	386,476	​	148,466
​	​	8,230,370	​	7,340,958

​

5.11. Deferred revenue and advances from customers

​

​	​	​	​	​
​		12/31/2024	****	06/30/2024
Current
Advances from customers		2,929,540	​	3,335,740
Deferred revenue		—	​	587,400
​		2,929,540	​	3,923,140
Non-current		​		​
Advances from customers	​	41,237	​	52,511
Deferred revenue		1,838,499	​	1,872,627
​		1,879,736	​	1,925,138

​

​

6.    INFORMATION ABOUT COMPONENTS OF CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

6.1. Revenue from contracts with customers

​

​	​	​	​	​	​	​	​	​
​	​	Three-month period ended			​	Six-month period ended
​	****	12/31/2024	****	12/31/2023	****	12/31/2024	****	12/31/2023
Sale of goods and services		106,510,141	​	140,198,499		198,437,433		255,827,291
Royalties		248,970	​	95,328		942,756		649,341
​		106,759,111	​	140,293,827		199,380,189		256,476,632

​

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

​

​	​	​	​	​	​	​	​	​
​	​	Three-month period ended			​	Six-month period ended
Item		12/31/2024	****	12/31/2023		12/31/2024		12/31/2023
Inventories as of the beginning of the period		109,450,616		118,965,477		110,913,884		111,990,145
Purchases of the period		39,733,111		73,304,984		87,376,569		144,999,639
Production costs		5,339,587		5,858,417		11,843,478		12,981,672
Foreign currency translation		(747,253)		198,524		(561,825)		(28,273)
Subtotal		153,776,061		198,327,402		209,572,106		269,943,183
Inventories as of the end of the period (*)		(92,225,654)		(109,616,865)		(92,225,654)		(109,616,865)
Cost of sales	​	61,550,407	​	88,710,537	​	117,346,452	​	160,326,318

(*)Net of agricultural products.

​ F-19

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

​

​	​	​	​	​	​	​	​	​
​	​	Three-month period ended			​	Six-month period ended
​	****	Research and	****	Research and	****	Research and	****	Research and
​	​	development	​	development	​	development	​	development
​	****	expenses	****	expenses	****	expenses	****	expenses
Item	****	12/31/2024		12/31/2023	****	12/31/2024	****	12/31/2023
Amortization of intangible assets		1,386,583		1,288,218		2,748,884		2,453,158
Analysis and storage	​	—	​	5,302	​	—	​	5,302
Commissions and royalties	​	3,960	​	—	​	3,960	​	—
Depreciation of property, plant and equipment	​	222,334	​	154,645	​	420,532	​	312,453
Freight and haulage		8,260		10,361		10,481		14,278
Employee benefits and social securities		1,445,494		904,781		2,979,027		2,211,907
Maintenance	​	45,173	​	(110,722)	​	147,700	​	96,056
Energy and fuel		1,918		1,599		4,352		5,227
Supplies and materials		136,252		334,684		775,812		1,182,066
Mobility and travel		62,236		75,703		108,665		89,474
Share-based incentives		55,956		(44,501)		91,097		143,749
Publicity and advertising	​	(2,131)	​	—	​	—	​	—
Professional fees and outsourced services		939,162		502,410		1,040,121		994,197
Professional fees related parties		—		216,792		16,373		216,792
Office supplies		27,945		300,001		175,426		470,376
Information technology expenses	​	1,085	​	5,265	​	20,777	​	9,640
Insurance		10,722		(1,463)		23,494		19,586
Depreciation of leased assets	​	20,916	​	—	​	37,252	​	—
Miscellaneous		(173,029)		2		162		57
Total		4,192,836		3,643,077		8,604,115		8,224,318

​

​	​	​	​	​	​	​	​	​
​	****	12/31/2024		12/31/2023	​	12/31/2024	****	12/31/2023
R&D capitalized (Note 5.7)		3,368,772		2,507,389	​	5,022,789		4,454,893
R&D profit and loss		4,192,836		3,643,077	​	8,604,115		8,224,318
Total		7,561,608		6,150,466	​	13,626,904		12,679,211

​ F-20

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

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three-month period ended					​	Six-month period ended
​	****	​	****	Selling,	****	​	****	​	****	Selling,	****	​
​	​	​	​	general and	​	​	****	​	​	general and	​	​
​	​	Production	​	administrative	​	Total	​	Production	​	administrative	​	Total
Item	****	costs	****	expenses	****	12/31/2024	****	costs	​	expenses	​	12/31/2024
Amortization of intangible assets	​	55,985	​	1,475,275	​	1,531,260		156,124	​	3,039,238	​	3,195,362
Analysis and storage	​	—	​	80,241	​	80,241		—	​	83,155	​	83,155
Commissions and royalties	​	560,371	​	273,803	​	834,174		560,371	​	1,085,605	​	1,645,976
Import and export expenses	​	(49,057)	​	234,658	​	185,601		—	​	655,178	​	655,178
Depreciation of property, plant and equipment	​	670,405	​	618,075	​	1,288,480		1,378,837	​	1,235,815	​	2,614,652
Depreciation of leased assets	​	584,909	​	853,395	​	1,438,304	​	748,412	​	1,434,284	​	2,182,696
Impairment of receivables	​	—	​	1,795,847	​	1,795,847		—	​	1,980,726	​	1,980,726
Freight and haulage	​	507,769	​	2,797,830	​	3,305,599		1,215,352	​	5,321,153	​	6,536,505
Employee benefits and social securities	​	1,802,661	​	11,755,856	​	13,558,517		4,270,878	​	21,796,271	​	26,067,149
Maintenance	​	377,031	​	569,483	​	946,514		891,075	​	1,365,831	​	2,256,906
Energy and fuel	​	64,774	​	18,632	​	83,406		294,101	​	42,155	​	336,256
Supplies and materials	​	150,391	​	638,261	​	788,652		349,722	​	1,510,587	​	1,860,309
Mobility and travel	​	36,443	​	989,065	​	1,025,508		68,371	​	2,159,076	​	2,227,447
Publicity and advertising	​	—	​	852,145	​	852,145		—	​	2,233,428	​	2,233,428
Contingencies	​	55,521	​	(177,193)	​	(121,672)		55,521	​	119,966	​	175,487
Share-based incentives	​	187,447	​	1,323,722	​	1,511,169	​	264,260	​	1,983,049	​	2,247,309
Professional fees and outsourced services	​	368,070	​	2,550,141	​	2,918,211		894,020	​	4,363,205	​	5,257,225
Professional fees related parties	​	—	​	226,041	​	226,041		—	​	270,679	​	270,679
Office supplies and registrations fees	​	7,568	​	215,138	​	222,706		51,865	​	563,052	​	614,917
Insurance	​	54,737	​	753,608	​	808,345		114,562	​	1,430,971	​	1,545,533
Information technology expenses	​	1,025	​	877,837	​	878,862		12,597	​	1,669,932	​	1,682,529
Obsolescence	​	(148,656)	​	11,794	​	(136,862)		401,812	​	75,944	​	477,756
Taxes	​	55,530	​	4,031,663	​	4,087,193		102,660	​	8,509,982	​	8,612,642
Miscellaneous	​	(3,337)	​	395,761	​	392,424		12,938	​	395,922	​	408,860
Total	​	5,339,587	​	33,161,078	​	38,500,665		11,843,478	​	63,325,204	​	75,168,682

​ F-21

Table of Contents

​

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US$, except otherwise indicated)

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three-month period ended					​	Six-month period ended
​	****	​	****	Selling,	****	​	****	​	****	Selling,	****	​
​	​	​	​	general and	​	​	****	​	​	general and	​	​
​	​	Production	​	administrative	​	Total	​	Production	​	administrative	​	Total
Item	****	costs	****	expenses	​	12/31/2023	****	costs	​	expenses	​	12/31/2023
Amortization of intangible assets	​	30,371	​	1,409,176	​	1,439,547		60,849	​	2,960,964	​	3,021,813
Analysis and storage	​	—	​	(310)	​	(310)		570	​	153,163	​	153,733
Commissions and royalties	​	287,085	​	214,193	​	501,278		421,677	​	1,008,251	​	1,429,928
Import and export expenses	​	(23,326)	​	198,134	​	174,808		43,902	​	318,479	​	362,381
Depreciation of property, plant and equipment	​	665,585	​	492,789	​	1,158,374		1,308,591	​	935,378	​	2,243,969
Depreciation of leased assets	​	359,666	​	514,391	​	874,057	​	699,044	​	1,012,212	​	1,711,256
Impairment of receivables	​	—	​	(56,869)	​	(56,869)		—	​	296,051	​	296,051
Freight and haulage	​	(9,689)	​	3,889,270	​	3,879,581		634,188	​	6,878,364	​	7,512,552
Employee benefits and social securities	​	3,128,563	​	11,270,171	​	14,398,734		5,935,502	​	21,509,102	​	27,444,604
Maintenance	​	584,638	​	584,177	​	1,168,815		1,007,395	​	1,152,332	​	2,159,727
Energy and fuel	​	337,536	​	256,150	​	593,686		500,658	​	272,547	​	773,205
Supplies and materials	​	107,343	​	859,700	​	967,043		367,386	​	1,691,154	​	2,058,540
Mobility and travel	​	61,069	​	800,142	​	861,211		94,476	​	2,148,705	​	2,243,181
Publicity and advertising	​	1,300	​	1,143,753	​	1,145,053		1,300	​	2,305,251	​	2,306,551
Contingencies	​	1,239	​	20,742	​	21,981		1,239	​	47,851	​	49,090
Share-based incentives	​	64,472	​	2,313,575	​	2,378,047	​	339,904	​	8,043,561	​	8,383,465
Professional fees and outsourced services	​	454,522	​	1,966,056	​	2,420,578		963,972	​	3,542,038	​	4,506,010
Professional fees related parties	​	—	​	66,618	​	66,618		—	​	66,618	​	66,618
Office supplies and registrations fees	​	(69,652)	​	281,221	​	211,569		80,236	​	651,991	​	732,227
Insurance	​	54,150	​	628,292	​	682,442		81,174	​	1,102,142	​	1,183,316
Information technology expenses	​	8,825	​	1,181,470	​	1,190,295		27,186	​	1,924,633	​	1,951,819
Obsolescence	​	(222,449)	​	—	​	(222,449)		282,836	​	—	​	282,836
Taxes	​	56,941	​	3,252,941	​	3,309,882		127,760	​	7,019,360	​	7,147,120
Miscellaneous	​	(19,772)	​	(120,845)	​	(140,617)		1,827	​	57,638	​	59,465
Total	​	5,858,417	​	31,164,937	​	37,023,354		12,981,672	​	65,097,785	​	78,079,457

​

6.5.  Other income or expenses, net

​

​	​	​	​	​	​	​	​	​
​	​	Three-month period ended			​	Six-month period ended
​	****	12/31/2024	****	12/31/2023	****	12/31/2024	****	12/31/2023
Net result from commercialization of agricultural products		(205,348)	​	(1,643,612)	​	(1,033,714)	​	(2,960,005)
Expenses recovery		334,232	​	149,053	​	505,719	​	236,106
Others		420,979	​	327,956	​	553,835	​	325,661
​		549,863	​	(1,166,603)	​	25,840	​	(2,398,238)

​ F-22

Table of Contents

​

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US$, except otherwise indicated)

​

6.6. Finance results

​

​	​	​	​	​	​	​	​	​
​	​	Three-month period ended			​	Six-month period ended
​	****	12/31/2024	****	12/31/2023	****	12/31/2024	****	12/31/2023
Financial costs	​	​	​	​	​	​	​	​
Interest expenses with the Parent (Note 15)		—	​	(97,062)		—		(194,125)
Interest expenses		(6,285,004)	​	(3,059,671)		(12,344,235)		(9,994,912)
Financial commissions		(1,146,781)	​	(659,260)		(2,249,398)		(1,288,813)
​		(7,431,785)	​	(3,815,993)		(14,593,633)		(11,477,850)
​	​	​	​	​	​	​	​	​
Other financial results		​	​	​		​		​
Exchange differences generated by assets		389,238	​	(2,364,285)		(2,297,054)		(12,049,351)
Exchange differences generated by liabilities	​	(638,120)	​	11,339,308	​	256,636	​	21,674,845
Changes in fair value of financial assets or liabilities and other financial results	​	113,770	​	(13,576,179)	​	(758,646)	​	(13,727,825)
Net gain of inflation effect on monetary items	​	54,415	​	1,147,095	​	47,146	​	766,135
​	​	(80,697)	​	(3,454,061)	​	(2,751,918)	​	(3,336,196)

​

​

7.    TAXATION

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

​

​	​	​	​	​	​	​	​	​
​	​	Three-month period ended			​	Six-month period ended
​	****	12/31/2024	****	12/31/2023	****	12/31/2024	****	12/31/2023
Current tax expense		(3,700,970)	​	2,611,796	​	(4,863,336)		(3,845,338)
Deferred tax		3,900,062	​	(10,945,183)	​	6,328,837		(4,917,089)
Total	​	199,092	​	(8,333,387)	​	1,465,501	​	(8,762,427)

​

​	​	​	​	​
​	****	12/31/2024	****	12/31/2023
Beginning of the period deferred tax		(25,296,931)		(28,472,383)
Charge for the period		6,328,837		(4,917,089)
Conversion difference	​	(699,854)	​	(361,295)
Total net deferred tax		(19,667,948)		(33,750,767)

​

​ F-23

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:

​

​	​	​	​	​	​	​	​	​
​	​	Three-month period ended			​	Six-month period ended
​	****	12/31/2024	****	12/31/2023	****	12/31/2024	****	12/31/2023
Earning before income tax-rate		406,149	​	9,571,888	​	(7,058,313)	****	7,322,464
Income tax expense by applying tax rate in force in the respective countries		339,932	​	(3,712,895)	​	2,382,343		(5,434,748)
Share of profit or loss of subsidiaries, joint ventures and associates		80,501	​	688,853	​	(15,763)		1,219,030
Stock options charge		(64,915)	​	(262,241)	​	(133,846)		(1,489,037)
Non-deductible expenses		(398,345)	​	266,854	​	(942,346)		(116,220)
Tax inflation adjustment		708,130	​	2,634,025	​	1,500,823		7,460,048
Result of inflation effect on monetary items and other finance results	​	(466,211)	​	(8,647,836)	​	(1,325,710)	​	(11,000,459)
Others		—	​	699,853	​	—		598,959
Income tax expenses	****	199,092	​	(8,333,387)	​	1,465,501	****	(8,762,427)

​

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

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Six-month period ended
​	​	December 31, 2024					​	December 31, 2023
​	​	​	​	Weight average	​	​	​	​	​	Weight average	​	​
​	​	Earning before	​	applicable tax	​	​	​	Earning before	​	applicable tax	​	​
Tax jurisdiction	****	income tax-rate	****	rate	****	Income tax	****	income tax-rate	****	rate	****	Income tax
Low or null taxation jurisdictions	​	6,695,356	​	0.0	%	—		(5,056,118)	​	0.0	%	—
Profit-making entities	​	10,383,519	​	35.0	%	(3,637,726)		26,813,257	​	33.6	%	(9,007,794)
Loss-making entities		(24,137,188)		24.9	%	6,020,069	​	(14,434,675)		24.8	%	3,573,046
​	****	(7,058,313)	****	​	​	2,382,343	​	7,322,464	****	​	​	(5,434,748)

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three-month period ended
​	​	December 31, 2024					​	December 31, 2023
​	​	​	​	Weight average	​	​	​	​	​	Weight average	​	​
​	​	Earning before	​	applicable tax	​	​	​	Earning before	​	applicable tax	​	​
​	****	income tax-rate	****	rate	****	Income tax	****	income tax-rate	****	rate	****	Income tax
Low or null taxation jurisdictions	​	5,481,793	​	0.0	%	—		(1,132,446)	​	0.0	%	—
Profit-making entities	​	7,902,688	​	35.9	%	(2,839,077)		14,168,259	​	33.0	%	(4,679,136)
Loss-making entities	​	(12,978,332)	​	24.5	%	3,179,009		(3,463,925)	​	27.9	%	966,241
​	****	406,149	****	​	​	339,932	​	9,571,888	****	​	​	(3,712,895)

​

​ F-24

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			​	Six-month period ended
​	****	12/31/2024	****	12/31/2023	****	12/31/2024	****	12/31/2023
Numerator		​	​	​	​	​	​	​
Profit/ (Loss) for the period (basic EPS)		143,535	​	108,449	​	(6,225,727)	​	(4,483,185)
Profit/ (Loss) for the period (diluted EPS)		143,535	​	108,449	​	(6,225,727)	​	(4,483,185)
Denominator		​	​	​	​	​	​	​
Weighted average number of shares (basic EPS)		62,822,158	​	62,839,961	​	62,822,158	​	62,839,961
Weighted average number of shares (diluted EPS)		63,170,350	​	63,877,692	​	62,822,158	​	62,839,961
​	​	​	​	​	​	​	​	​
Basic profit/ (loss) attributable to ordinary equity holders of the parent	​	0.0023	​	0.0017	​	(0.0991)	​	(0.0713)
Diluted profit/ (loss) attributable to ordinary equity holders of the parent		0.0023	​	0.0017	​	(0.0991)	​	(0.0713)

​

For the six-month periods ended December 31, 2024 and 2023, diluted EPS was the same as basic EPS, as the effect of potential ordinary shares would be antidilutive.

For the three-month period ended December 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 were included in the diluted EPS calculation for the three-month period ended December 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-month period ended December 31, 2024 and 2023, 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 December 31, 2024, we had (i) 100,000,000 ordinary shares ($0.0001 par value) authorized, (ii) 62,710,847 ordinary shares issued and outstanding, (iii) 1,000,000 preferred shares ($0.0001 par value) authorized, (iv) no preferred shares issued and outstanding, (v) 3,920,136 ordinary shares reserved for our equity compensation plans. Of the total issued shares, we have repurchased 2,402,692 shares of our own.

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

​ F-25

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:

​

​	​	​	​	​
​	****	12/31/2024	****	12/31/2023
Investment activities	​	​	​	​
Investment in-kind in other related parties (Note 15)	​	3,642,234	​	—
Capitalization of interest on buildings in progress	​	144,360	​	47,542
​	​	3,786,594	​	47,542

​

​

11.   JOINT VENTURES AND ASSOCIATES

​

​	​	​	​	​
​	****	12/31/2024	****	06/30/2024
Assets
Synertech Industrias S.A.		39,976,502		39,749,851
Alfalfa Technologies S.R.L.		36,502		36,502
​		40,013,004		39,786,353
​	​	​	​	​
---	---	---	---	---
​	****	12/31/2024	****	06/30/2024
Liabilities
Trigall Genetics S.A.	****	749,269	****	296,455
​		749,269		296,455

​

Changes in joint ventures investments and affiliates:

---

​

​	​	​	​	​
​	****	12/31/2024		12/31/2023
As of the beginning of the period		39,489,898		38,673,987
Share-based incentives	​	—	​	50,383
Foreign currency translation		—		897
Share of profit or loss		(226,163)		3,560,967
As of the end of the period		39,263,735		42,286,234

​

Share of profit or loss of joint ventures and affiliates:

​

​	​	​	​	​	​	​	​	​
​	****	Three-month period ended			****	Six-month period ended
​	​	12/31/2024	​	12/31/2023	​	12/31/2024	​	12/31/2023
Trigall Genetics S.A.		325,384	​	522,143		(452,814)	​	506,840
Synertech Industrias S.A.	​	34,771	​	1,654,865	​	226,651	​	3,178,839
Moolec Science S.A.	​	—	​	(124,712)	​	—	​	(124,712)
​	​	360,155	​	2,052,296	​	(226,163)	​	3,560,967

​

​

​ F-26

Table of Contents

​

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US$, except otherwise indicated)

​

12. SEGMENT INFORMATION

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

​

​	​	​	​	​	​	​	​	​	​
​	****	Seed and	****	​	****	​	****	​	****
​	****	integrated	****	Crop	****	Crop	​	​	​
Six-month period ended December 31, 2024	****	products	​	protection	​	nutrition	​	Consolidated	​
Revenues from contracts with customers	​	​	​	​	​	​	​	​	​
Sale of goods and services		42,959,645		100,406,986		55,070,802		198,437,433	​
Royalties		942,756		—		—		942,756	​
Others	​	​	​	​	​	​	​	​	​
Initial recognition and changes in the fair value of biological assets at the point of harvest		588,053		—		—		588,053	​
Total		44,490,454		100,406,986		55,070,802		199,968,242	​
​	​	​	​	​	​	​	​	​	​
Cost of sales	****	(27,868,376)		(60,663,237)		(28,814,839)		(117,346,452)	​
Gross profit per segment		16,622,078	​	39,743,749		26,255,963		82,621,790	​
% Gross margin	​	37	%	40	%	48	%	41	%

​

​	​	​	​	​	​	​	​	​	​
​	****	Seed and	****	​	****	​	****	​	****
​	****	integrated	****	Crop	****	Crop	​	​	​
Six-month period ended December 31, 2023	****	products	​	protection	​	nutrition	​	Consolidated	​
Revenues from contracts with customers	​	​	​	​	​	​	​	​	​
Sale of goods and services		53,777,458		127,029,466		75,020,367		255,827,291	​
Royalties		649,341		—		—		649,341	​
Others		​	​	​	​	​	​	​	​
Initial recognition and changes in the fair value of biological assets at the point of harvest	​	77,353		141,457		119,318		338,128	​
Total		54,504,152		127,170,923		75,139,685		256,814,760	​
​	​	​	​	​	​	​	​	​	​
Cost of sales		(36,216,288)		(81,249,196)		(42,860,834)		(160,326,318)	​
Gross profit per segment		18,287,864		45,921,727		32,278,851		96,488,442	​
% Gross margin	​	34	%	36	%	43	%	38	%

​

​

​

​

​	​	​	​	​	​	​	​	​	​
​	****	Seed and	****	​	****	​	****	​	****
​	​	integrated	​	Crop	​	Crop	​	​	****
Three-month period ended December 31, 2024	​	products	​	protection	​	nutrition	​	Consolidated	****
Revenues from contracts with customers									​
Sale of goods and services		24,457,718		52,667,290		29,385,133		106,510,141	​
Royalties		248,970		—		—		248,970	​
Others									​
Initial recognition and changes in the fair value of biological assets at the point of harvest		(78,122)		—		—		(78,122)	​
Total	****	24,628,566	****	52,667,290	****	29,385,133	****	106,680,989	​
​	​	​	​	​	​	​	​	​	​
Cost of sales		(15,066,349)		(31,637,560)		(14,846,498)		(61,550,407)	​
Gross profit per segment	****	9,562,217	****	21,029,730	****	14,538,635	****	45,130,582	​
% Gross margin		39	%	40	%	49	%	42	%

​ F-27

Table of Contents

​

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US$, except otherwise indicated)

​

​	​	​	​	​	​	​	​	​	​
​	****	Seed and	****	​	****	​	****	​	****
​	​	integrated	​	Crop	​	Crop	​	​	****
Three-month period ended December 31, 2023	​	products	​	protection	​	nutrition	​	Consolidated	****
Revenues from contracts with customers									​
Sale of goods and services		32,100,405		71,275,106		36,822,988		140,198,499	​
Royalties		95,328		—		—		95,328	​
Others									​
Initial recognition and changes in the fair value of biological assets at the point of harvest		(10,491)		(30,661)		(31,633)		(72,785)	​
Total	****	32,185,242	****	71,244,445	****	36,791,355	****	140,221,042	​
​	​	​	​	​	​	​	​	​	​
Cost of sales		(22,105,907)		(45,065,404)		(21,539,226)		(88,710,537)	​
Gross profit per segment	****	10,079,335	****	26,179,041	****	15,252,129	****	51,510,505	​
% Gross margin		31	%	37	%	41	%	37	%

​

​

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 December 31, 2024, and June 30, 2024.

​

Financial assets by category

​

​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	Mandatorily measured at fair
​	​	Amortized cost			​	value through profit or loss
Financial asset	****	12/31/2024	****	06/30/2024	****	12/31/2024	****	06/30/2024
Cash and cash equivalents		15,119,853		44,473,270		14,056,888		—
Other financial assets		817,544		634,553		2,018,893		11,695,528
Trade receivables		226,458,428		207,320,974		—		—
Other receivables (*)		13,426,411		18,647,862		6,789,863		—
Total	****	255,822,236	****	271,076,659	****	22,865,644	****	11,695,528
(*)	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	****	12/31/2024	****	06/30/2024	****	12/31/2024	****	06/30/2024
Trade and other payables		137,380,715		156,742,677		6,645,423		11,989,792
Borrowings		186,105,601	​	178,852,080		—		—
Secured notes	​	83,400,171	​	80,809,686	​	—	​	—
Lease liability	​	16,138,012	​	11,284,137	​	—	​	—
Consideration for acquisition		3,966,922		4,202,401		1,477,485		2,724,114
Total	****	426,991,421	****	431,890,981	****	8,122,908	****	14,713,906

​ F-28

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 12/31/2024	****	Level 1	****	Level 2	****	Level 3
​	​	​	​	​	​	​
Financial assets at fair value	​	​	​	​	​	​
Mutual funds	​	48,520	​	—	​	—
Moolec Science S.A. shares	​	1,113,000	​	—	​	—
Other investments	​	857,373	​	—	​	—
Other receivables - Joint ventures and associates	​	—	​	6,789,863	​	—
Financial liability at fair value		​		​		​
Trade and other payables	****	—	****	6,645,423	****	—
Consideration for acquisition	​	1,477,485	​	—	​	—
​	​	​	​	​	​	​
Measurement at fair value at 06/30/2024	****	Level 1	****	Level 2	****	Level 3
​	​	​	​	​	​	​
Financial assets at fair value	​	​	​	​	​	​
Mutual funds	​	6,658,805	​	—	​	—
US Treasury bills	​	1,993,668	​	—	​	—
Moolec Science S.A. shares	​	1,530,375	​	—	​	—
Other investments	​	1,512,680	​	—	​	—
Financial liability at fair value	​	​	​	​	​	​
Trade and other payables		—		11,989,792		—
Consideration for acquisition	​	2,724,114	​	—	​	—

​

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 5.9).

Management estimates that the carrying value of the financial instruments measured at amortized cost approximates their fair value. F-29

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 December 31, 2024:

​

​	​
Net foreign currency position	12/31/2024
Amount expressed in US	619,984

All values are in US Dollars.

​

Considering only this net currency exposure as of December 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 December 31, 2024 would have resulted in a net pre-tax loss or gain of approximately $0.06 million.

​

14. LEASES

​

​	​	​	​	​
Right-of-use leased asset	****	12/31/2024	****	06/30/2024
Book value at the beginning of the period		20,979,597	​	21,163,192
Additions of the period		7,872,230	​	2,585,223
Additions from business combination	​	—	​	168,988
Disposals	​	(76,298)	​	(1,284,975)
Exchange differences	​	(986,508)	​	(1,652,831)
Book value at the end of the period	****	27,789,021	​	20,979,597
​	​	​	​	​
Depreciation		12/31/2024	​	06/30/2024
Book value at the beginning of the period	​	9,377,845	​	7,226,617
Depreciation of the period	​	2,219,948	​	3,418,956
Disposals		(76,298)	​	(1,092,167)
Exchange differences		(67,958)	​	(175,561)
Accumulated depreciation at the end of the period	****	11,453,537	​	9,377,845
Total	****	16,335,484	​	11,601,752

​

​	​	​	​	​
Lease liability	****	12/31/2024	****	06/30/2024
Book value at the beginning of the period		11,284,137	​	13,889,223
Additions of the period		7,872,230	​	2,585,223
Additions from business combination	​	—	​	168,988
Interest expenses, exchange differences and inflation effects		(520,389)	​	(480,189)
Payments of the period		(2,497,966)	​	(4,879,108)
Total	****	16,138,012	​	11,284,137

​

​	​	​	​	​
Lease Liabilities		12/31/2024	****	06/30/2024
Non-current		10,848,789	​	8,161,359
Current		5,289,223	​	3,122,778
Total	****	16,138,012	​	11,284,137

​ F-30

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:

​

​	​	​	​	​
​	****	12/31/2024	****	06/30/2024
Machinery and equipment		3,655,741		3,655,741
Vehicles		1,117,687		1,272,071
Equipment and computer software		1,234,475		1,130,541
Land and buildings		21,781,118		14,921,244
​	****	27,789,021	****	20,979,597

​

The incremental borrowing rate used was 3.81% in US$ and 13.64% in reais.

15. SHAREHOLDERS AND OTHER RELATED PARTIES BALANCES AND TRANSACTIONS

During the period ended December 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	****	12/31/2024	****	12/31/2023
Joint ventures and associates		Sales and services		6,745,127		14,270,782
Joint ventures and associates		Purchases of goods and services		(23,351,132)		(20,696,699)
Key management personnel		Salaries, social security benefits and other benefits		(1,817,360)		(9,667,629)
Key management personnel	​	Sales and services	​	6,048	​	—
Key management personnel	​	Purchases of goods and services	​	821,959	​	—
Shareholders and other related parties		Sales of goods and services		6,463,117		1,643,269
Shareholders and other related parties	​	Purchases of goods and services	​	(1,750,963)	​	(2,178,877)
Shareholders and other related parties	​	In-kind contributions	​	3,642,234	​	—
Shareholders and other related parties	​	Interest expenses	​	—	​	(194,125)
Total		​		(9,240,970)		(16,823,279)

​

​	​	​	​	​	​	​
​	​	​	​	Amounts receivable from related parties
Party	****	Transaction type	****	12/31/2024	****	06/30/2024
Shareholders and other related parties		Trade debtors		208,284		141,224
Shareholders and other related parties		Other receivables		89,447		—
Joint ventures and associates		Trade debtors		—		782,142
Joint ventures and associates		Other receivables		16,502,785		15,702,992
Total		​	​	16,800,516		16,626,358

​

​	​	​	​	​	​	​
​	​	​	​	Amounts payable to related parties
Party	****	Transaction type	****	12/31/2024	****	06/30/2024
Parent company and related parties to Parent	​	Trade creditors	​	(797,564)	​	(729,171)
Key management personnel		Salaries, social security benefits and other benefits		(386,476)		(148,466)
Shareholders and other related parties		Trade and other payables		(49,646)		(37,985)
Joint ventures and associates		Trade creditors		(44,694,720)		(52,888,732)
Total	​	​		(45,928,406)		(53,804,354)

​

​ F-31

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 December 31, 2024, and 2023.

​

​	​	​	​	​
​		12/31/2024	****	12/31/2023
Salaries, social security and other benefits		1,356,493	​	1,140,415
Share-based incentives	​	480,450	​	8,527,214
Total	****	1,836,943	​	9,667,629

​

​

17. 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, 2024.

​

18. EVENTS OCCURRING AFTER THE REPORTING PERIOD

Within the context of a new strategy for our seed business, on February 6, 2025 we signed an agreement with GDM for the development of new soybean solutions with exclusive rights outside the drought tolerant space. Under this ten-year agreement, GDM will use Verdeca's patented platform to develop and market a new generation of soybean varieties with superior agronomic performance. This opportunity will leverage from the collaboration that has already started several years ago.

Subsequent to December 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-32