6-K

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​

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 June 2025

​

Commission File Number: 001-38836

​

BIOCERES CROP SOLUTIONS CORP.

(Translation of registrant’s name into English)

​

Ocampo 210 bis, Predio CCT, Rosario

Province of Santa Fe, Argentina

(Address of principal executive offices)

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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.

333-272280

), Form S-8 (Registration Nos.

333-255635

,

333-266333

and

333-271941

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

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​	​	​
Exhibit No.	****	Description
99.1	​	Bioceres Crop Solutions Corp. unaudited interim condensed consolidated financial statements as of March 31, 2025 and June 30, 2024, and for the three and nine-month periods ended March 31, 2025 and 2024.

​

​

​

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.

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		BIOCERES CROP SOLUTIONS CORP.
		(Registrant)
Dated: June 20, 2025	​	By:	/s/ Federico Trucco
		Name:	Federico Trucco
		Title:	Chief Executive Officer

​

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BIOCERES CROP SOLUTIONS CORP._2025-03-31

Table of Contents

Exhibit 99.1

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​

BIOCERES CROP SOLUTIONS CORP.

​

Unaudited interim condensed consolidated financial statements as of March 31, 2025 and June 30, 2024, and for the three- and nine-month periods ended March 31, 2025 and 2024.

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Table of Contents

INDEX

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Unaudited interim condensed consolidated financial statements as of March 31, 2025 and June 30, 2024, and for the three- and nine-month periods ended March 31, 2025 and 2024.	​
​	​
Unaudited interim condensed consolidated statements of financial position as of March 31, 2025 and June 30, 2024	F-3
​	​
Unaudited interim condensed consolidated statements of comprehensive income for the three- and nine-month periods ended March 31, 2025 and 2024	F-5
​	​
Unaudited interim condensed consolidated statements of changes in equity for the nine-month periods ended March 31, 2025 and 2024	F-6
​	​
Unaudited interim condensed consolidated statements of cash flows for the nine-month periods ended March 31, 2025 and 2024	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 March 31, 2025, and June 30, 2024

(Amounts in US$)

​

​	​	​	​	​	​	​
​	****	Notes	****	03/31/2025	****	06/30/2024
ASSETS
CURRENT ASSETS
Cash and cash equivalents		5.1		38,456,989		44,473,270
Other financial assets		5.2		889,393		11,695,528
Trade receivables		5.3		187,509,041		207,320,974
Other receivables		5.4		16,135,221		18,298,672
Recoverable income tax	​	​		1,790,249		655,691
Inventories		5.5		92,019,649		125,929,768
Biological assets	​	​	​	1,407,402	​	294,134
Total current assets	​	​		338,207,944		408,668,037
​	​	​	​	​	​	​
NON-CURRENT ASSETS	​	​		​		​
Other financial assets		5.2		444,530		634,553
Other receivables	​	5.4	​	19,927,005	​	17,957,121
Recoverable income tax		​		17,716		10,889
Deferred tax assets	​	7		13,970,973		9,698,860
Investments in joint ventures and associates	​	11		39,120,728		39,786,353
Investment properties		​		525,767		560,783
Property, plant and equipment		5.6		75,344,269		74,573,278
Intangible assets		5.7		181,823,403		176,893,136
Goodwill		​		112,163,432		112,163,432
Right of use asset	​	14	​	16,668,470	​	11,601,752
Total non-current assets				460,006,293		443,880,157
Total assets				798,214,237		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 March 31, 2025, and June 30, 2024

(Amounts in US$)

​

​	​	​	​	​	​	​
LIABILITIES	****	Notes	****	03/31/2025	****	06/30/2024
​
CURRENT LIABILITIES		​		​		​
Trade and other payables		5.8		128,600,242	​	168,732,469
Borrowings		5.9		95,643,533	​	136,747,198
Employee benefits and social security		5.11		7,831,902	​	7,340,958
Deferred revenue and advances from customers	​	5.12		3,862,028	​	3,923,140
Income tax payable		​		3,505,260	​	4,825,271
Consideration for acquisition	​	​	​	1,795,985	​	4,617,281
Secured notes	​	5.10	​	85,430,719	​	—
Lease liabilities	​	14		5,639,789	​	3,122,778
Total current liabilities	​	​	​	332,309,458	​	329,309,095
​	​	​		​		​
NON-CURRENT LIABILITIES	​	​	​	​	​	​
Borrowings	​	5.9	​	75,693,161	​	42,104,882
Deferred revenue and advances from customers	​	5.12	​	1,436,912	​	1,925,138
Joint ventures and associates	​	11		800,596	​	296,455
Deferred tax liabilities		7		30,487,113	​	34,995,791
Provisions		​		1,135,438	​	1,255,702
Consideration for acquisition	​	​	​	478,212	​	2,309,234
Secured notes	​	5.10	​	—	​	80,809,686
Lease liabilities	​	14	​	10,896,775	​	8,161,359
Total non-current liabilities	​	​		120,928,207	​	171,858,247
Total liabilities				453,237,665	​	501,167,342
​	​	​	​	​	​	​
EQUITY				​		​
Equity attributable to owners of the parent				308,456,650	​	315,041,257
Non-controlling interest				36,519,922	​	36,339,595
Total equity				344,976,572	​	351,380,852
Total equity and liabilities				798,214,237	​	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 nine-month periods ended of March 31, 2025, and 2024

(Amounts in US$)

​

​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	Three-month period ended			​	Nine-month period ended
​	****	Notes	****	03/31/2025	****	03/31/2024	****	03/31/2025	****	03/31/2024
Revenues from contracts with customers	​	6.1	​	59,596,050	​	84,038,761	​	258,976,239	​	340,515,393
Initial recognition and changes in the fair value of biological assets at the point of harvest	​	​	​	990,940	​	(56,756)	​	1,578,993	​	281,372
​	​	​	​	​	​	​	​	​	​	​
Cost of sales	​	6.2	​	(36,738,969)	​	(41,337,736)	​	(154,085,421)	​	(201,664,054)
Changes in the net realizable value of agricultural products after harvest	​	​	​	(218,205)	​	170,811	​	(423,115)	​	(2,021,747)
Research and development expenses	​	6.3	​	(3,659,747)	​	(3,590,101)	​	(12,263,862)	​	(11,814,419)
Selling, general and administrative expenses	​	6.4	​	(26,153,159)	​	(27,089,241)	​	(89,478,363)	​	(92,187,026)
Share of profit or loss of joint ventures and associates	​	11	​	(943,603)	​	906,136	​	(1,169,766)	​	4,467,103
Other income or expenses, net	​	6.5	​	8,059,903	​	158,946	​	8,085,743	​	(2,239,292)
Operating profit	​	​	​	933,210	​	13,200,820	​	11,220,448	​	35,337,330
​		​		​		​		​		​
Financial cost	​	6.6	​	(6,106,655)	​	(7,235,352)	​	(20,700,288)	​	(18,713,202)
Other financial results	​	6.6	​	(423,673)	​	2,856,009	​	(3,175,591)	​	(480,187)
Profit/ (Loss) before income tax	​	​	​	(5,597,118)	​	8,821,477	​	(12,655,431)	​	16,143,941
​	​	​	​	​	​	​	​	​	​	​
Income tax	​	7	​	4,006,054	​	955,832	​	5,471,555	​	(7,806,595)
Profit/ (Loss) for the period	​	​	​	(1,591,064)	​	9,777,309	​	(7,183,876)	​	8,337,346
​	​	​	​	​	​	​	​	​	​	​
Profit (Loss) for the period attributable to:	​	​
Equity holders of the parent	​	​		(1,303,923)	​	9,257,226	​	(7,529,650)	​	4,774,041
Non-controlling interests	​	​		(287,141)	​	520,083	​	345,774	​	3,563,305
​	​	​		(1,591,064)	​	9,777,309	​	(7,183,876)	​	8,337,346
Profit/ (Loss) per share	​	​	​	​	​	​	​	​	​	​
Basic loss attributable to ordinary equity holders of the parent	​	8	​	(0.0208)	​	0.1473	​	(0.1199)	​	0.0760
Diluted loss attributable to ordinary equity holders of the parent	​	8	​	(0.0208)	​	0.1387	​	(0.1199)	​	0.0715
Profit/ (Loss) for the period	​	​	​	(1,591,064)	​	9,777,309	​	(7,183,876)	​	8,337,346
​	​	​	​	​	​	​	​	​	​	​
Other comprehensive profit/ (loss)	​	​	​	(788,930)	​	193,599	​	(705,969)	​	(250,655)
Items that may be subsequently reclassified to profit/(loss)	​	​	​	(788,930)	​	193,599	​	(705,969)	​	(250,655)
Foreign exchange differences on translation of foreign operations from joint ventures	​	​	​	—	​	(1,136)	​	—	​	(239)
Foreign exchange differences on translation of foreign operations	​	​	​	(788,930)	​	194,735	​	(705,969)	​	(250,416)
Total comprehensive profit/ (loss)	​	​	​	(2,379,994)	​	9,970,908	​	(7,889,845)	​	8,086,691
​	​	​	​	​	​	​	​	​	​	​
Total comprehensive profit/ (loss) attributable to:	​	​	​	​	​	​	​	​	​	​
Equity holders of the parent	​	​	​	(2,121,169)	​	9,492,441	​	(8,142,223)	​	4,639,087
Non-controlling interests	​	​	​	(258,825)	​	478,467	​	252,378	​	3,447,604
​	​	​	​	(2,379,994)	​	9,970,908	​	(7,889,845)	​	8,086,691

​

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

​

​ F-5

Table of Contents

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

For the nine-month periods ended of March 31, 2025, and 2024

(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	​	6	​	573,636	​	—	​	—	​	10,282,313	​	—	​	—	​	—	​	—	​	—	​	10,855,955	​	—	​	10,855,955
Purchase of own shares	​	—	​	—	​	—	​	—	​	—	​	—	​	(734,388)	​	—	​	—	​	—	​	(734,388)	​	—	​	(734,388)
Distribution of dividends by subsidiary	​	—	​	—	​	—	​	—	​	—	​	—	​	—	​	—	​	—	​	—	​	—	​	(174,800)	​	(174,800)
Profit for the period	​	—	​	—	​	—	​	—	​	—	​	—	​	—	​	4,774,041	​	—	​	—	​	4,774,041	​	3,563,305	​	8,337,346
Other comprehensive loss	​	—	​	—	​	—	​	—	​	—	​	—	​	—	​	—	​	(134,954)	​	—	​	(134,954)	​	(115,701)	​	(250,655)
03/31/2024	​	6,499	​	327,602,195	​	(255,893)	​	(780,841)	​	16,927,755	​	9,285,261	​	(31,287,979)	​	(9,128,976)	​	1,147,423	​	(160,702)	​	313,354,742	​	35,174,823	​	348,529,565
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
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	​	—	​	73,787	​	—	​	—	​	2,410,728	​	—	​	—	​	—	​	—	​	—	​	2,484,515	​	—	​	2,484,515
Purchase of own shares	​	—	​	—	​	—	​	—	​	—	​	—	​	(926,899)	​	—	​	—	​	—	​	(926,899)	​	—	​	(926,899)
Distribution of dividends by subsidiary	​	—	​	—	​	—	​	—	​	—	​	—	​	—	​	—	​	—	​	—	​	—	​	(72,051)	​	(72,051)
(Loss) / profit for the period	​	—	​	—	​	—	​	—	​	—	​	—	​	—	​	(7,529,650)	​	—	​	—	​	(7,529,650)	​	345,774	​	(7,183,876)
Other comprehensive loss	​	—	​	—	​	—	​	—	​	—	​	—	​	—	​	—	​	(612,573)	​	—	​	(612,573)	​	(93,396)	​	(705,969)
03/31/2025		6,500		327,714,463		(255,893)		(780,841)		21,838,103		9,285,261		(32,214,878)		(17,156,979)	​	181,616	​	(160,702)	​	308,456,650	​	36,519,922	​	344,976,572

​

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 nine-month periods ended of March 31, 2025, and 2024

(Amounts in US$)

​

​	​	​	​	​	​	​
​	****	Notes	****	03/31/2025	****	03/31/2024
OPERATING ACTIVITIES		​		​		​
(Loss)/ Profit for the period		​		(7,183,876)	​	8,337,346
​	​	​	​	​	​	​
Adjustments to reconcile profit to net cash flows		​		​	​	​
Income tax		7		(5,471,555)	​	7,806,595
Financial results		​		23,875,879	​	19,193,389
Depreciation of property, plant and equipment		5.6		4,495,318	​	3,923,274
Amortization of intangible assets		5.7		8,889,514	​	8,235,478
Depreciation of leased assets		14		3,888,743	​	2,526,174
Transactional expenses		​		984,350	​	—
Share-based incentive and stock options		​		3,353,145	​	11,481,363
Share of profit or loss of joint ventures and associates	​	11		1,169,766	​	(4,467,103)
Provisions for contingencies		​		209,228	​	362,248
Allowance for impairment of trade debtors		​		1,849,836	​	463,688
Allowance for obsolescence		​		1,112,743	​	335,763
Initial recognition and changes in the fair value of biological assets	​	​	​	(1,578,993)	​	(281,372)
Changes in the net realizable value of agricultural products after harvest		​		423,115	​	2,021,747
Gain on sale of equipment and intangible assets	​	​	​	(7,694,896)	​	(87,599)
​		​		​	​	​
Working capital adjustments		​		​	​	​
Trade receivables		​		7,508,407	​	(48,428,426)
Other receivables		​		282,729	​	(2,721,910)
Income and minimum presumed income taxes		​		(7,316,783)	​	4,623,067
Inventories and biological assets		​		32,839,986	​	7,577,552
Trade and other payables		​		(42,277,274)	​	16,662,579
Employee benefits and social security		​		(362,311)	​	(1,791,169)
Deferred revenue and advances from customers	​	​	​	(549,338)	​	(18,613,875)
Interest collected		​		4,592,116	​	1,408,277
Inflation effects on working capital adjustments		​		97,797	​	(107,285)
Net cash flows generated by operating activities	****	**** ​	****	23,137,646	​	18,459,801

​

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

​ F-7

Table of Contents

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the nine-month periods ended of March 31, 2025, and 2024

(Amounts in US$)

​

​	​	​	​	​	​	​
​	****	Notes	****	03/31/2025	****	03/31/2024
INVESTMENT ACTIVITIES
Proceeds from sale of property, plant and equipment	​	​		170,802	​	167,868
Proceeds from financial assets	​	​	​	14,740,468	​	—
Investment in financial assets	​	​	​	(10,099,929)	​	(11,873,696)
Purchase of property, plant and equipment		5.6		(5,211,492)	​	(7,773,443)
Capitalized development expenditures		5.7		(6,902,069)	​	(7,867,528)
Purchase of intangible assets		5.7		(312,974)	​	(1,086,398)
Net cash flows used by investing activities	​	​	****	(7,615,194)	​	(28,433,197)
​	​	​	​	​	​	​
FINANCING ACTIVITIES	​	​		​	​	​
Proceeds from borrowings	​	​		140,058,194	​	139,750,796
Repayment of borrowings and financed payments	​	​		(140,753,656)	​	(131,671,711)
Interest payments	​	​		(16,709,014)	​	(16,806,711)
Other financial payments	​	​		(2,199,702)	​	(1,800,597)
Purchase of own shares	​	​	​	(926,899)	​	(734,388)
Leased assets payments	​	14	​	(4,392,517)	​	(3,939,771)
Cash dividend distributed by subsidiary	​	​	​	(72,051)	​	(174,800)
Net cash flows used by financing activities	​	**** ​	****	(24,995,645)	​	(15,377,182)
​	​	​	​	​	​	​
Net decrease in cash and cash equivalents	​	**** ​	****	(9,473,193)	​	(25,350,578)
​	​	**** ​	​	​	​	​
Inflation effects on cash and cash equivalents	​	**** ​	​	2,325	​	(23,071)
​	​	**** ​	​	​	​	​
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	​	​	****	3,454,587	​	(6,394,346)
Cash and cash equivalents as of the end of the period	****	5.1	****	38,456,989	​	16,361,199

​

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 nine-month period ended March 31, 2025, 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 March 31, 2025, and June 30, 2024 and for the three- and nine-month periods ended March 31, 2025 and 2024 were authorized by the Board of Directors of Bioceres Crop Solutions Corp. on June 20, 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.
---	---

F-11

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NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US$, except otherwise indicated)

​

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

-

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

The Group is 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

​

​	​	​	​	​
​	****	03/31/2025	****	06/30/2024
Cash at bank and on hand	​	38,456,989	​	44,473,270
​		38,456,989	​	44,473,270

​

5.2.  Other financial assets

​

​	​	​	​	​
​	****	03/31/2025	****	06/30/2024
Current		​
US Treasury bills		—	​	1,993,668
Mutual funds	​	—	​	6,658,805
Shares of Moolec Science S.A.	​	779,100	​	1,530,375
Other investments		110,293	​	1,512,680
​		889,393	​	11,695,528
​	​	​	​	​
​	****	03/31/2025	****	06/30/2024
Non-current
Shares of Bioceres Group PLC.		444,413	​	444,473
Other investments		117	​	190,080
​		444,530	​	634,553

​

5.3. Trade receivables

​

​	​	​	​	​
​	****	03/31/2025	****	06/30/2024
Current	​	​	​	​
Trade debtors	​	184,726,068	​	205,057,590
Allowance for impairment of trade debtors		(8,695,786)	​	(7,050,280)
Shareholders and other related parties (Note 15)		248,776	​	141,224
Allowance for credit notes to be issued		—	​	(2,905,624)
Trade debtors - Joint ventures and associates (Note 15)		4,179	​	782,142
Deferred checks		11,225,804	​	11,295,922
​	​	187,509,041	​	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

​

​	​	​	​	​
​	****	03/31/2025	****	06/30/2024
Current
Taxes		7,195,697		5,019,659
Shareholders and other related parties (Note 15)	​	550,789	​	—
Other receivables - Joint ventures and associates (Note 15)		322,051		207,449
Prepayments to suppliers		6,497,954		10,242,075
Prepaid expenses and other receivables		109,125	​	1,594,152
Miscellaneous		1,459,605	​	1,235,337
​		16,135,221	​	18,298,672
​	​	​	​	​
​	****	03/31/2025	****	06/30/2024
Non-current		​		​
Taxes		563,343	​	752,045
Other receivables - Joint ventures and associates (Note 15)	​	18,032,217	​	15,495,543
Reimbursements over exports		1,093,919	​	1,461,038
Loans receivables		230,000	​	230,000
Miscellaneous		7,526	​	18,495
​		19,927,005	​	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

​

​	​	​	​	​
​	****	03/31/2025	****	06/30/2024
Seeds		10,212,302	​	5,967,231
Resale products		42,023,289	​	53,788,333
Manufactured products		18,980,865	​	26,081,250
Goods in transit		2,372,095	​	5,618,540
Supplies		16,187,828	​	22,546,093
Agricultural products		5,004,599	​	15,015,884
Allowance for obsolescence		(2,761,329)	​	(3,087,563)
​	​	92,019,649	​	125,929,768
​	​	​	​	​
Net of agricultural products		87,015,050	​	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 March 31, 2025 and 2024 included the following:

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Net	​	​	​	​	​	​	​	​	​	​	​	Net
​	​	carrying	​	​	​	​	​	​	​	​	​	Foreign	​	carrying
​	​	amount	​	​	​	​	​	​	​	Depreciation	​	currency	​	amount
Class	****	06/30/2024	****	Additions	****	Transfers	****	Disposals	****	of the period	****	translation	****	03/31/2025
Office equipment	​	410,338	​	18,636	​	—	​	—	​	(59,886)	​	(4,125)	​	364,963
Vehicles	​	2,200,349	​	70,085	​	—	​	(8,276)	​	(665,031)	​	(3,470)	​	1,593,657
Equipment and computer software	​	507,469	​	62,231	​	—	​	—	​	(191,373)	​	3,579	​	381,906
Fixtures and fittings	​	2,786,470	​	9,083	​	—	​	—	​	(617,240)	​	4,256	​	2,182,569
Machinery and equipment		16,710,328	​	551,031		136,734		(1,649)		(2,200,283)		(101,283)		15,094,878
Land and buildings		39,677,902	​	—		46,430		—		(761,505)		(69,309)		38,893,518
Buildings in progress		12,280,422	​	4,744,861		(183,164)		—		—		(9,341)		16,832,778
Total		74,573,278	​	5,455,927		—		(9,925)		(4,495,318)		(179,693)		75,344,269

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Net	​	​	​	​	​	​	​	​	​	Net
​	​	carrying	​	​	​	​	​	​	​	Foreign	​	carrying
​	​	amount	​	​	​	​	​	Depreciation	​	currency	​	amount
Class	****	06/30/2023	****	Additions	****	Disposals	****	of the period	****	translation	****	03/31/2024
Office equipment	​	263,892	​	56,301	​	—	​	(51,251)	​	(1,462)	​	267,480
Vehicles	​	2,032,853	​	588,368	​	(9,013)	​	(635,040)	​	12,805	​	1,989,973
Equipment and computer software	​	174,399	​	152,174	​	—	​	(152,719)	​	(2,180)	​	171,674
Fixtures and fittings	​	2,862,949	​	11,085	​	—	​	(592,248)	​	(2,228)	​	2,279,558
Machinery and equipment		14,463,756		572,889		(71,256)		(1,789,498)		(68,933)		13,106,958
Land and buildings		36,144,792		3,228,807		—		(702,518)		2,060		38,673,141
Buildings in progress	​	11,911,194	​	6,367,797	​	—	​	—	​	(204,184)	​	18,074,807
Total		67,853,835		10,977,421		(80,269)		(3,923,274)		(264,122)		74,563,591

​

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 March 31, 2025 and 2024 included the following:

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Net carrying	​	​	​	​	​	​	​	Foreign	​	Net carrying
​	​	amount	​	​	​	​	​	Amortization	​	currency	​	amount
Class	****	06/30/2024	****	Additions	****	Transfers	****	of the period	****	translation	****	03/31/2025
Seed and integrated products	​	​	​	​	​	​	​	​	​	​	​	​
HB4 technology and breeding program	​	35,574,371	​	3,009,617	​	—	​	(1,566,261)	​	—	​	37,017,727
Integrated seed products	​	2,681,826	​	—	​	—	​	(147,900)	​	78,973	​	2,612,899
Crop nutrition	​	​	​	​	​	​	​	​	​	​	​	​
Microbiological products		41,187,249		—	​	—	​	(2,746,385)	​	(3,031)		38,437,833
Microbiological products in progress		10,452,861	​	3,892,452	​	—	​	—	​	—	​	14,345,313
Other intangible assets		​		​	​	​	​	​	​	​		​
Trademarks and patents		47,906,064		152,802	​	—	​	(3,061,504)	​	—		44,997,362
Trademarks and patents with indefinite useful lives	​	10,045,294	​	—	​	—	​	—	​	—	​	10,045,294
Software	​	1,827,983	​	7,190	​	146,145	​	(340,820)	​	(103)	​	1,640,395
Software in progress		580,728		152,982	​	(146,145)	​	—	​	—		587,565
Customer loyalty	​	21,636,760	​	—	​	—	​	(1,026,644)	​	—	​	20,610,116
RG/RS/OX Wheat in progress	​	5,000,000	​	6,528,899	​	—	​	—	​	—	​	11,528,899
Total		176,893,136		13,743,942	​	—	​	(8,889,514)	​	75,839		181,823,403

​

​	​	​	​	​	​	​	​	​	​	​
​	​	Net	​	​	​	​	​	​	​	Net
​	​	carrying	​	​	​	​	​	Foreign	​	carrying
​	​	amount	​	​	​	Amortization	​	currency	​	amount
Class	****	06/30/2023	****	Additions	****	of the period	****	translation	****	03/31/2024
Seed and integrated products	​		​	​	​		​		​
HB4 technology and breeding program	​	31,679,681	​	3,409,547	​	(1,282,642)	​	—	​	33,806,586
Integrated seed products	​	2,841,008	​	—	​	(139,914)	​	(42,748)	​	2,658,346
Crop nutrition	​	​	​	​	​	​	​	​	​	​
Microbiological products	​	37,295,460	​	—	​	(2,238,036)	​	—	​	35,057,424
Microbiological products in progress	​	12,213,341	​	4,457,981	​	—	​	—	​	16,671,322
Other intangible assets	​	​	​	​	​	​	​	​	​	​
Trademarks and patents	​	51,933,444	​	36,249	​	(3,059,216)	​	—	​	48,910,477
Trademarks and patents with indefinite useful lives	​	7,827,309	​	—	​	—	​	—	​	7,827,309
Software	​	1,638,519	​	491,707	​	(488,422)	​	(5,781)	​	1,636,023
Software in progress	​	349,171	​	558,442	​	—	​	—	​	907,613
Customer loyalty		23,006,023	​	—		(1,027,248)	​	—		21,978,775
RG/RS/OX Wheat in progress		5,000,000	​	—		—	​	—		5,000,000
Total		173,783,956	​	8,953,926		(8,235,478)	​	(48,529)		174,453,875

​ 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

​

​	​	​	​	​
​	****	03/31/2025	****	06/30/2024
​	​	​	​	​
Trade creditors		86,775,650	​	108,307,192
Shareholders and other related parties (Note 15)		269,498	​	37,985
Trade creditors - Parent company (Note 15)		818,754	​	729,171
Trade creditors - Joint ventures and associates (Note 15)		36,008,045	​	52,888,732
Taxes		3,640,496	​	5,647,550
Miscellaneous		1,087,799	​	1,121,839
​		128,600,242	​	168,732,469

​

5.9. Borrowings

​

​	​	​	​	​
​	****	03/31/2025	****	06/30/2024
Current	​	​	​	​
Bank borrowings		86,419,392	​	91,816,134
Corporate bonds		8,518,783	​	42,035,925
Trust debt securities	​	705,358	​	2,895,139
​		95,643,533	​	136,747,198
Non-current		​		​
Bank borrowings		33,012,724	​	15,316,612
Corporate bonds		42,680,437	​	25,071,823
Trust debt securities	​	—	​	1,716,447
​	​	75,693,161	​	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.

​

In this regard, the Group has a pre-approved financing program authorized by the Argentine National Securities Commission (Comisión Nacional de Valores – CNV), which allows for the issuance of public corporate bonds for up to $200 million. As of March 31, 2025, the Group had utilized $51 million under this program, with $149 million remaining available for future use. The facility remains fully discretionary and may be utilized as needed by the Group.

​

In January 2025, we completed a $20 million financing agreement with Coöperatieve Rabobank U.A. The capital will be repaid in seven semi-annual installments between June 15, 2026, and June 15, 2029. The annual interest rate is Term SOFR plus a margin ranging from 5.15% to 6.15%, with interest payable semi-annually at the end of each interest period. Our subsidiary, Rizobacter Argentina S.A., must annually comply with specific financial covenants outlined in the agreement.

​ F-18

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​

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US$, except otherwise indicated)

​

The carrying value of some borrowings as of March 31, 2025 are measured at amortized cost differ from their fair value. The following fair values measured are based on discounted cash flows (Level 3) due to the use of unobservable inputs, including own credit risk.

​

​	​	​	​	​	​	​	​	​
​	​	03/31/2025			​	06/30/2024
​	****	Amortized cost	****	Fair value	****	Amortized cost	****	Fair value
Current	​	​	​	​	​	​	​	​
Bank borrowings		86,419,392		83,980,058		91,816,134		89,874,010
Corporate Bonds		8,518,783		8,030,530		42,035,925		41,492,963
​	​	​	​	​	​	​	​	​
Non-current	****	​		​	****	​		​
Bank borrowings		33,012,724		28,345,049		15,316,612		14,850,783
Corporate Bonds		42,680,437		39,190,945		25,071,823		23,845,583

​

5.10. Secured Notes

​

Secured Guaranteed Notes

​

The Secured Guaranteed Notes due 2026 matured 48 months after the issue date and bore 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 was payable semi-annually. The Secured Guaranteed Notes due 2026 did not have any conversion rights into our ordinary shares.

​

Secured Convertible Guaranteed Notes

​

The Secured Guaranteed Convertible Notes were issued for a total principal amount of $55 million. The notes had a 4- year maturity and accrued interest at an annual interest rate of 9%, of which 5% was payable in cash and 4% in-kind. At any time up to maturity the note holders could opt to convert the outstanding principal amount into common share of Bioceres at a strike price of $18 per share. The Company had the option to repurchase the notes voluntarily 30 months after the issue date.

​

Both Secure Notes are subject to identical financial covenants. As of March 31, 2025, we were required to maintain a maximum Consolidated Total Net Leverage Ratio of 3.75x and a minimum Interest Coverage Ratio of 2.00x, tested on a quarterly basis.

​

During the current period, we experienced a temporary setback due to challenges in the Argentine market—most notably, the deterioration in farmer economics driven by declining commodity prices and weak yield forecasts. These external pressures significantly impacted per-hectare income for Argentine farmers, leading to reduced investment in key inputs such as fertilizers and crop protection products.

​

This reduction in demand, combined with a well-supplied ag-input market resulting from aggressive purchasing in prior years, has led to increased price pressure and lower adoption of high-value technologies like ours. However, we are encouraged that we maintained our market share in key product families, despite the overall Argentine market contraction.

​

As a result of these temporary conditions, our performance metrics were constrained, leading us to exceed the leverage ratio threshold outlined in the Secured Notes. Since, as of March 31, 2025, we were unable to demonstrate an unconditional right to defer settlement of the liability for at least twelve months, we reclassified it as a current liability for this reporting period. However, on June 18, 2025, we reached an agreement with the noteholders to amend both secured notes, introducing revised financial covenants. Under the amended terms, we are now required to maintain a maximum Consolidated Total Net Leverage Ratio of 5.00x and a minimum Interest Coverage Ratio of 1.50x as of March 31 and June 30, 2025—placing us in full compliance with the updated financial requirements. See Note 18.

​ F-19

Table of Contents

​

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US$, except otherwise indicated)

​

5.11. Employee benefits and social security

​

​	​	​	​	​
​	****	03/31/2025	****	06/30/2024
Salaries, accrued incentives, vacations and social security		7,350,959	​	7,192,492
Key management personnel (Note 15)	​	480,943	​	148,466
​	​	7,831,902	​	7,340,958

​

5.12. Deferred revenue and advances from customers

​

​	​	​	​	​
​		03/31/2025	****	06/30/2024
Current
Advances from customers		3,862,028	​	3,335,740
Deferred revenue		—	​	587,400
​		3,862,028	​	3,923,140
Non-current		​		​
Advances from customers	​	—	​	52,511
Deferred revenue		1,436,912	​	1,872,627
​		1,436,912	​	1,925,138

​

​

6.    INFORMATION ABOUT COMPONENTS OF CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

6.1. Revenue from contracts with customers

​

​	​	​	​	​	​	​	​	​
​	​	Three-month period ended			​	Nine-month period ended
​	****	03/31/2025	****	03/31/2024	****	03/31/2025	****	03/31/2024
Sale of goods and services		59,152,948	​	68,189,956		257,590,381		324,017,247
Royalties		443,102	​	189,175		1,385,858		838,516
Right of use licenses	​	—	​	15,659,630	​	—	​	15,659,630
​		59,596,050	​	84,038,761		258,976,239		340,515,393

​

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			​	Nine-month period ended
Item		03/31/2025	****	03/31/2024		03/31/2025		03/31/2024
Inventories as of the beginning of the period		92,225,654		109,616,865		110,913,884		111,990,145
Purchases of the period		24,204,058		42,105,886		111,766,055		186,878,728
Production costs		6,617,198		5,709,030		18,460,676		18,690,702
Foreign currency translation		707,109		(413,314)		(40,144)		(214,790)
Subtotal		123,754,019		157,018,467		241,100,471		317,344,785
Inventories as of the end of the period (*)		(87,015,050)		(115,680,731)		(87,015,050)		(115,680,731)
Cost of sales	​	36,738,969	​	41,337,736	​	154,085,421	​	201,664,054

(*)Net of agricultural products.

​ F-20

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			​	Nine-month period ended
​	****	Research and	****	Research and	****	Research and	****	Research and
​	​	development	​	development	​	development	​	development
​	****	expenses	****	expenses	****	expenses	****	expenses
Item	****	03/31/2025		03/31/2024	****	03/31/2025	****	03/31/2024
Amortization of intangible assets		1,561,329		1,216,712		4,310,213		3,669,870
Analysis and storage	​	—	​	—	​	—	​	5,302
Commissions and royalties	​	—	​	—	​	3,960	​	—
Depreciation of property, plant and equipment	​	84,874	​	154,000	​	505,406	​	466,453
Freight and haulage		2,693		9,646		13,174		23,924
Employee benefits and social securities		645,210		1,635,391		3,624,237		3,847,298
Maintenance	​	119,868	​	124,172	​	267,568	​	220,228
Energy and fuel		—		3,110		4,352		8,337
Supplies and materials		609,797		235,982		1,385,609		1,418,048
Mobility and travel		10,172		68,087		118,837		157,561
Share-based incentives		15,784		251,248		106,881		394,997
Professional fees and outsourced services		511,001		(145,481)		1,551,122		848,716
Professional fees related parties		7,175		(53,784)		23,548		163,008
Office supplies		52,015		57,580		227,441		527,956
Information technology expenses	​	13,498	​	17,076	​	34,275	​	26,716
Insurance		12,727		16,104		36,221		35,690
Depreciation of leased assets	​	13,152	​	—	​	50,404	​	—
Miscellaneous		452		258		614		315
Total		3,659,747		3,590,101		12,263,862		11,814,419

​

​	​	​	​	​	​	​	​	​
​	****	03/31/2025		03/31/2024	****	03/31/2025	****	03/31/2024
R&D capitalized (Note 5.7)		1,879,280		3,412,635	​	6,902,069		7,867,528
R&D profit and loss		3,659,747		3,590,101	​	12,263,862		11,814,419
Total		5,539,027		7,002,736	​	19,165,931		19,681,947

​ F-21

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					​	Nine-month period ended
​	****	​	****	Selling,	****	​	****	​	****	Selling,	****	​
​	​	​	​	general and	​	​	****	​	​	general and	​	​
​	​	Production	​	administrative	​	Total	​	Production	​	administrative	​	Total
Item	****	costs	****	expenses	****	03/31/2025	****	costs	​	expenses	​	03/31/2025
Amortization of intangible assets	​	56,143	​	1,327,796	​	1,383,939		212,267	​	4,367,034	​	4,579,301
Analysis and storage	​	—	​	3,613	​	3,613		—	​	86,768	​	86,768
Commissions and royalties	​	162,739	​	155,302	​	318,041		723,110	​	1,240,907	​	1,964,017
Import and export expenses	​	—	​	149,987	​	149,987		—	​	805,165	​	805,165
Depreciation of property, plant and equipment	​	759,452	​	615,808	​	1,375,260		2,138,289	​	1,851,623	​	3,989,912
Depreciation of leased assets	​	1,014,262	​	641,381	​	1,655,643	​	1,762,674	​	2,075,665	​	3,838,339
Impairment of receivables	​	—	​	(130,890)	​	(130,890)		—	​	1,849,836	​	1,849,836
Freight and haulage	​	(706,534)	​	3,174,488	​	2,467,954		508,818	​	8,495,641	​	9,004,459
Employee benefits and social securities	​	2,979,173	​	10,320,519	​	13,299,692		7,250,051	​	32,116,790	​	39,366,841
Maintenance	​	990,788	​	803,908	​	1,794,696		1,881,863	​	2,169,739	​	4,051,602
Energy and fuel	​	133,160	​	33,169	​	166,329		427,261	​	75,324	​	502,585
Supplies and materials	​	144,789	​	331,067	​	475,856		494,511	​	1,841,654	​	2,336,165
Mobility and travel	​	30,675	​	809,528	​	840,203		99,046	​	2,968,604	​	3,067,650
Publicity and advertising	​	—	​	964,840	​	964,840		—	​	3,198,268	​	3,198,268
Contingencies	​	6,953	​	26,788	​	33,741		62,474	​	146,754	​	209,228
Share-based incentives	​	45,572	​	953,383	​	998,955	​	309,832	​	2,936,432	​	3,246,264
Professional fees and outsourced services	​	224,674	​	2,601,966	​	2,826,640		1,118,694	​	6,965,171	​	8,083,865
Professional fees related parties	​	—	​	10,499	​	10,499		—	​	281,178	​	281,178
Office supplies and registrations fees	​	33,382	​	55,826	​	89,208		85,247	​	618,878	​	704,125
Insurance	​	32,525	​	729,922	​	762,447		147,087	​	2,160,893	​	2,307,980
Information technology expenses	​	10,939	​	635,373	​	646,312		23,536	​	2,305,305	​	2,328,841
Obsolescence	​	634,987	​	—	​	634,987		1,036,799	​	75,944	​	1,112,743
Taxes	​	43,223	​	1,726,377	​	1,769,600		145,883	​	10,236,359	​	10,382,242
Miscellaneous	​	20,296	​	212,509	​	232,805		33,234	​	608,431	​	641,665
Total	​	6,617,198	​	26,153,159	​	32,770,357		18,460,676	​	89,478,363	​	107,939,039

​ F-22

Table of Contents

​

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US$, except otherwise indicated)

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three-month period ended					​	Nine-month period ended
​	****	​	****	Selling,	****	​	****	​	****	Selling,	****	​
​	​	​	​	general and	​	​	****	​	​	general and	​	​
​	​	Production	​	administrative	​	Total	​	Production	​	administrative	​	Total
Item	****	costs	****	expenses	​	03/31/2024	****	costs	​	expenses	​	03/31/2024
Amortization of intangible assets	​	50,341	​	1,493,454	​	1,543,795		111,190	​	4,454,418	​	4,565,608
Analysis and storage	​	—	​	3,239	​	3,239		570	​	156,402	​	156,972
Commissions and royalties	​	(2,588)	​	334,560	​	331,972		419,089	​	1,342,811	​	1,761,900
Import and export expenses	​	12,887	​	184,109	​	196,996		56,789	​	502,588	​	559,377
Depreciation of property, plant and equipment	​	705,657	​	507,195	​	1,212,852		2,014,248	​	1,442,573	​	3,456,821
Depreciation of leased assets	​	304,822	​	510,096	​	814,918	​	1,003,866	​	1,522,308	​	2,526,174
Impairment of receivables	​	—	​	167,637	​	167,637		—	​	463,688	​	463,688
Freight and haulage	​	372,691	​	2,448,482	​	2,821,173		1,006,879	​	9,326,846	​	10,333,725
Employee benefits and social securities	​	2,121,995	​	7,928,190	​	10,050,185		8,057,497	​	29,437,292	​	37,494,789
Maintenance	​	558,214	​	513,129	​	1,071,343		1,565,609	​	1,665,461	​	3,231,070
Energy and fuel	​	170,718	​	90,477	​	261,195		671,376	​	363,024	​	1,034,400
Supplies and materials	​	346,960	​	707,442	​	1,054,402		714,346	​	2,398,596	​	3,112,942
Mobility and travel	​	32,083	​	1,067,945	​	1,100,028		126,559	​	3,216,650	​	3,343,209
Publicity and advertising	​	435	​	1,129,157	​	1,129,592		1,735	​	3,434,408	​	3,436,143
Contingencies	​	42,359	​	270,799	​	313,158		43,598	​	318,650	​	362,248
Share-based incentives	​	105,249	​	2,597,652	​	2,702,901	​	445,153	​	10,641,213	​	11,086,366
Professional fees and outsourced services	​	532,085	​	2,715,149	​	3,247,234		1,496,057	​	6,257,187	​	7,753,244
Professional fees related parties	​	—	​	67,748	​	67,748		—	​	134,366	​	134,366
Office supplies and registrations fees	​	59,747	​	275,634	​	335,381		139,983	​	927,625	​	1,067,608
Insurance	​	77,044	​	500,341	​	577,385		158,218	​	1,602,483	​	1,760,701
Information technology expenses	​	3,989	​	896,757	​	900,746		31,175	​	2,821,390	​	2,852,565
Obsolescence	​	52,927	​	—	​	52,927		335,763	​	—	​	335,763
Taxes	​	160,527	​	2,592,307	​	2,752,834		288,287	​	9,611,667	​	9,899,954
Miscellaneous	​	888	​	87,742	​	88,630		2,715	​	145,380	​	148,095
Total	​	5,709,030	​	27,089,241	​	32,798,271		18,690,702	​	92,187,026	​	110,877,728

​

6.5.  Other income or expenses, net

​

​	​	​	​	​	​	​	​	​
​	​	Three-month period ended			​	Nine-month period ended
​	****	03/31/2025	****	03/31/2024	****	03/31/2025	****	03/31/2024
Net result from commercialization of agricultural products		(81,282)	​	241,372	​	(1,114,996)	​	(2,718,633)
Expenses recovery		131,014	​	83,737	​	636,733	​	319,843
Result of intangible sales	​	7,694,896	​	—	​	7,694,896	​	—
Others		315,275	​	(166,163)	​	869,110	​	159,498
​		8,059,903	​	158,946	​	8,085,743	​	(2,239,292)

​

On March 28, 2025, we agree to transfer all rights, licenses, and materials containing or pertaining to the Soy ANF trait and pay $750,000 to a Arcadia Biosciences Inc in exchange for (i) RG and OX Wheat Patents and RS exclusive rights; (ii) the cancellation of all Royalty Payments, which included 25% of the Net Wheat Technology Licensing Revenues and 6% of the Net HB4 Soybean Revenues up to $10 million; and (iii) the release from any Performance Benchmark Obligations related to the RG, OX, and RS Varieties which amounted to $8.1 million. This transaction resulted in the accounting of a gain from the exchange of intangible assets amounting to $7.5 million. F-23

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			​	Nine-month period ended
​	****	03/31/2025	****	03/31/2024	****	03/31/2025	****	03/31/2024
Financial costs	​	​	​	​	​	​	​	​
Interest expenses with the Parent (Note 15)		—	​	(61,691)		—		(255,816)
Interest expenses		(6,156,351)	​	(6,661,877)		(18,500,586)		(16,656,789)
Financial commissions		49,696	​	(511,784)		(2,199,702)		(1,800,597)
​		(6,106,655)	​	(7,235,352)		(20,700,288)		(18,713,202)
​	​	​	​	​	​	​	​	​
Other financial results		​	​	​		​		​
Exchange differences generated by assets		(4,740,534)	​	(5,318,937)		(7,037,588)		(17,368,288)
Exchange differences generated by liabilities	​	4,498,458	​	4,133,443	​	4,755,094	​	25,808,288
Changes in fair value of financial assets or liabilities and other financial results	​	(321,496)	​	3,799,295	​	(1,080,142)	​	(9,928,530)
Net gain of inflation effect on monetary items	​	139,899	​	242,208	​	187,045	​	1,008,343
​	​	(423,673)	​	2,856,009	​	(3,175,591)	​	(480,187)

​

​

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			​	Nine-month period ended
​	****	03/31/2025	****	03/31/2024	****	03/31/2025	****	03/31/2024
Current tax expense		7,949	​	(3,171,273)	​	(4,855,387)		(7,016,611)
Deferred tax		3,998,105	​	4,127,105	​	10,326,942		(789,984)
​	​	4,006,054	​	955,832	​	5,471,555	​	(7,806,595)

​

​	​	​	​	​
​	****	03/31/2025	****	03/31/2024
Beginning of the period deferred tax		(25,296,931)		(28,472,383)
Charge for the period		10,326,942		(789,984)
Conversion difference	​	(1,546,151)	​	(468,228)
Total net deferred tax		(16,516,140)		(29,730,595)

​

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 follow:

​

​	​	​	​	​	​	​	​	​
​	​	Three-month period ended			​	Nine-month period ended
​	****	03/31/2025	****	03/31/2024	****	03/31/2025	****	03/31/2024
Earning before income tax-rate		(5,597,118)	​	8,821,477	​	(12,655,431)	****	16,143,941
Income tax expense by applying tax rate in force in the respective countries		3,328,864	​	1,313,433	​	5,711,207		(4,121,315)
Share of profit or loss of subsidiaries, joint ventures and associates		(323,076)	​	284,085	​	(338,839)		1,503,115
Stock options charge		(62,218)	​	(768,706)	​	(196,064)		(2,257,743)
Non-deductible expenses		(625,447)	​	(280,942)	​	(1,567,793)		(397,162)
Tax inflation adjustment		1,258,094	​	1,262,484	​	2,758,917		8,722,532
Result of inflation effect on monetary items and other finance results	​	429,837	​	(255,563)	​	(895,873)	​	(11,256,022)
Others		—	​	(598,959)	​	—		—
Income tax expenses	****	4,006,054	​	955,832	​	5,471,555	****	(7,806,595)

​ F-24

Table of Contents

​

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US$, except otherwise indicated)

​

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

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Nine-month period ended
​	​	March 31, 2025					​	March 31, 2024
​	​	​	​	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	​	13,000,792	​	0.0	%	—		9,509,610	​	0.0	%	—
Profit-making entities	​	7,503,296	​	36.3	%	(2,723,832)		31,083,400	​	34.0	%	(10,583,572)
Loss-making entities		(33,159,519)		25.4	%	8,435,039	​	(24,449,069)		26.4	%	6,462,257
​	****	(12,655,431)	****	​	​	5,711,207	​	16,143,941	****	​	​	(4,121,315)

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three-month period ended
​	​	March 31, 2025					​	March 31, 2024
​	​	​	​	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	​	6,305,436	​	0.0	%	—		14,565,728	​	0.0	%	—
Profit-making entities	​	(2,880,223)	​	31.7	%	913,894		4,270,143	​	36.9	%	(1,575,778)
Loss-making entities	​	(9,022,331)	​	26.8	%	2,414,970		(10,014,394)	​	28.9	%	2,889,211
​	****	(5,597,118)	****	​	​	3,328,864	​	8,821,477	****	​	​	1,313,433

​

​

8. EARNING PER SHARE

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

​

​	​	​	​	​	​	​	​	​
​	​	Three-month period ended			​	Nine-month period ended
​	****	03/31/2025	****	03/31/2024	****	03/31/2025	****	03/31/2024
Numerator		​	​	​	​	​	​	​
Profit/ (Loss) for the period (basic EPS)		(1,303,923)	​	9,257,226	​	(7,529,650)	​	4,774,041
Profit/ (Loss) for the period (diluted EPS)		(1,303,923)	​	9,257,226	​	(7,529,650)	​	4,774,041
Denominator		​	​	​	​	​	​	​
Weighted average number of shares (basic EPS)		62,785,880	​	62,837,668	​	62,785,880	​	62,837,668
Weighted average number of shares (diluted EPS)		62,785,880	​	66,761,225	​	62,785,880	​	66,761,225
​	​	​	​	​	​	​	​	​
Basic profit/ (loss) attributable to ordinary equity holders of the parent	​	(0.0208)	​	0.1473	​	(0.1199)	​	0.0760
Diluted profit/ (loss) attributable to ordinary equity holders of the parent		(0.0208)	​	0.1387	​	(0.1199)	​	0.0715

​

For the three- and nine-month period ended March 31, 2025, diluted EPS was the same as basic EPS, as the effect of potential ordinary shares would be antidilutive.

For the three- and nine-month period ended March 31, 2024, 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- and nine-month period ended March 31, 2024, only for the tranches in which the average market price of ordinary shares during the periods was higher than the assumed proceeds per option. F-25

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​

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US$, except otherwise indicated)

​

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

9. EQUITY INFORMATION

Capital issued

As of March 31, 2025, we had (i) 100,000,000 ordinary shares ($0.0001 par value) authorized, (ii) 62,712,602 ordinary shares issued and outstanding, (iii) 1,000,000 preferred shares ($0.0001 par value) authorized, (iv) no preferred shares issued and outstanding, (v) 3,918,381 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.

​

10. CASH FLOW INFORMATION

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

​

​	​	​	​	​
​	****	03/31/2025	****	03/31/2024
Investment activities	​	​	​	​
Exchange of intangible assets	​	6,528,899	​	—
Investment in-kind in other related parties (Note 15)	​	3,857,077	​	2,115,109
Capitalization of interest on buildings in progress	​	244,435	​	100,809
Assignment of receivables with shareholders and other related parties	​	6,782,969	​	—
Reclasification from Investment properties to property, plant and equipment	​	—	​	3,103,169
Sale of Moolec Science S.A. equity investment (Note 11)	​	—	​	(900,000)
​	​	17,413,380	​	4,419,087

​

​

11.   JOINT VENTURES AND ASSOCIATES

​

​	​	​	​	​
​	****	03/31/2025	****	06/30/2024
Assets
Synertech Industrias S.A.		39,084,226	​	39,749,851
Alfalfa Technologies S.R.L.		36,502	​	36,502
​		39,120,728	​	39,786,353

​

​	​	​	​	​
​	****	03/31/2025	****	06/30/2024
Liabilities		​	​	​
Trigall Genetics S.A.	****	800,596	​	296,455
​		800,596	​	296,455

​ F-26

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​

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US$, except otherwise indicated)

​

Changes in joint ventures investments and affiliates:

​

​	​	​	​	​
​	****	03/31/2025		03/31/2024
As of the beginning of the period		39,489,898	​	38,673,987
Share-based incentives	​	—	​	65,470
Sale of equity investment - Moolec Science S.A.	​	—	​	(900,000)
Foreign currency translation		—		(239)
Share of profit or loss		(1,169,766)	​	4,467,103
As of the end of the period		38,320,132	​	42,306,321

​

Share of profit or loss of joint ventures and affiliates:

​

​	​	​	​	​	​	​	​	​
​	****	Three-month period ended			****	Nine-month period ended
​	​	03/31/2025	​	03/31/2024	​	03/31/2025	​	03/31/2024
Trigall Genetics S.A.		(51,327)	​	124,517	​	(504,141)	​	631,357
Synertech Industrias S.A.	​	(892,276)	​	736,958	​	(665,625)	​	3,915,797
Moolec Science S.A.	​	—	​	44,661	​	—	​	(80,051)
​	​	(943,603)	​	906,136	​	(1,169,766)	​	4,467,103

​

​

​ F-27

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​

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	​	​	​
Nine-month period ended March 31, 2025	****	products	​	protection	​	nutrition	​	Consolidated	​
Revenues from contracts with customers	​	​	​	​	​	​	​	​	​
Sale of goods and services		51,695,022		139,560,430		66,334,929		257,590,381	​
Royalties		1,385,858		—		—		1,385,858	​
Others	​	​	​	​	​	​	​	​	​
Initial recognition and changes in the fair value of biological assets at the point of harvest		1,578,993		—		—		1,578,993	​
Total		54,659,873		139,560,430		66,334,929		260,555,232	​
​	​	​	​	​	​	​	​	​	​
Cost of sales	****	(35,533,975)		(87,700,053)		(30,851,393)		(154,085,421)	​
Gross profit per segment		19,125,898	​	51,860,377		35,483,536		106,469,811	​
% Gross margin	​	35	%	37	%	53	%	41	%

​

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

​

​

​

​ F-28

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​

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US$, except otherwise indicated)

​

​	​	​	​	​	​	​	​	​	​
​	****	Seed and	****	​	****	​	****	​	****
​	​	integrated	​	Crop	​	Crop	​	​	****
Three-month period ended March 31, 2025	​	products	​	protection	​	nutrition	​	Consolidated	****
Revenues from contracts with customers									​
Sale of goods and services		8,735,377		42,644,480		7,773,091		59,152,948	​
Royalties		443,102		—		—		443,102	​
Others									​
Initial recognition and changes in the fair value of biological assets at the point of harvest		990,940		—		—		990,940	​
Total	****	10,169,419	****	42,644,480	****	7,773,091	****	60,586,990	​
​	​	​	​	​	​	​	​	​	​
Cost of sales		(7,665,599)		(25,979,914)		(3,093,456)		(36,738,969)	​
Gross profit per segment	****	2,503,820	****	16,664,566	****	4,679,635	****	23,848,021	​
% Gross margin		25	%	39	%	60	%	39	%

​

​	​	​	​	​	​	​	​	​	​
​	****	Seed and	****	​	****	​	****	​	****
​	​	integrated	​	Crop	​	Crop	​	​	****
Three-month period ended March 31, 2024	​	products	​	protection	​	nutrition	​	Consolidated	****
Revenues from contracts with customers									​
Sale of goods and services		8,219,261		46,941,996		28,688,329		83,849,586	​
Royalties		189,175		—		—		189,175	​
Others		​		​		​		​	​
Initial recognition and changes in the fair value of biological assets at the point of harvest		(56,756)		—		—		(56,756)	​
Total	****	8,351,680	****	46,941,996	****	28,688,329	****	83,982,005	​
​	​	​	​	​	​	​	​	​	​
Cost of sales		(6,115,506)		(28,993,799)		(6,228,431)		(41,337,736)	​
Gross profit per segment	****	2,236,174	****	17,948,197	****	22,459,898	****	42,644,269	​
% Gross margin		27	%	38	%	78	%	51	%

​

​

13.   FINANCIAL INSTRUMENTS – RISK MANAGEMENT

Financial instruments by category

The following tables show additional information required under IFRS 7 on the financial assets and liabilities recorded as of March 31, 2025, and June 30, 2024.

​

Financial assets by category

​

​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	Mandatorily measured at fair
​	​	Amortized cost			​	value through profit or loss
Financial asset	****	03/31/2025	****	06/30/2024	****	03/31/2025	****	06/30/2024
Cash and cash equivalents		38,456,989		44,473,270		—		—
Other financial assets		444,530		634,553		889,393		11,695,528
Trade receivables		187,509,041		207,320,974		—		—
Other receivables (*)		14,743,504		18,647,862		6,952,603		—
Total	****	241,154,064	****	271,076,659	****	7,841,996	****	11,695,528
(*)	Advances expenses and tax balances are not included.
---	---

F-29

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​

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US$, except otherwise indicated)

​

Financial liabilities by category

​

​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	Mandatorily measured at fair
​	​	Amortized cost			​	value through profit or loss
Financial liability	****	03/31/2025	****	06/30/2024	****	03/31/2025	****	06/30/2024
Trade and other payables		125,418,572		156,742,677		3,181,670		11,989,792
Borrowings		171,336,694	​	178,852,080		—		—
Secured notes	​	85,430,719	​	80,809,686	​	—	​	—
Lease liability	​	16,536,564	​	11,284,137	​	—	​	—
Consideration for acquisition		1,163,653		4,202,401		1,110,544		2,724,114
Total	****	399,886,202	****	431,890,981	****	4,292,214	****	14,713,906

​

Financial instruments measured at fair value

​

​	​	​	​	​	​	​
Measurement at fair value at 03/31/2025	****	Level 1	****	Level 2	****	Level 3
​	​	​	​	​	​	​
Financial assets at fair value	​	​	​	​	​	​
Moolec Science S.A. shares	​	779,100	​	—	​	—
Other investments	​	110,293	​	—	​	—
Other receivables - Joint ventures and associates	​	—	​	6,952,603	​	—
Financial liability at fair value		​		​		​
Trade and other payables	****	—	****	3,181,670	****	—
Consideration for acquisition	​	1,110,544	​	—	​	—
​	​	​	​	​	​	​
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. F-30

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​

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US$, except otherwise indicated)

​

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.

Currency risk

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

The table below sets forth our net exposure to currency risk as of March 31, 2025:

​

​	​
Net foreign currency position	03/31/2025
Amount expressed in US	18,745,129

All values are in US Dollars.

​

Considering only this net currency exposure as of March 31, 2025 if an US Dollar revaluation or depreciation in relation to other foreign currencies with the remaining variables remaining constant, would have a positive or a negative impact on comprehensive income as a result of foreign exchange gains or losses. We estimate that a devaluation or an appreciation of the US Dollar other currencies of 10% during the period ended March 31, 2025 would have resulted in a net pre-tax loss or gain of approximately $1.9 million.

​

14. LEASES

​

​	​	​	​	​
Right-of-use leased asset	****	03/31/2025	****	06/30/2024
Book value at the beginning of the period		20,979,597	​	21,163,192
Additions of the period		9,336,282	​	2,585,223
Additions from business combination	​	—	​	168,988
Disposals	​	(363,617)	​	(1,284,975)
Exchange differences	​	(258,504)	​	(1,652,831)
Book value at the end of the period	****	29,693,758	​	20,979,597
​	​	​	​	​
Depreciation		03/31/2025	​	06/30/2024
Book value at the beginning of the period	​	9,377,845	​	7,226,617
Depreciation of the period	​	3,888,743	​	3,418,956
Disposals		(196,567)	​	(1,092,167)
Exchange differences		(44,733)	​	(175,561)
Accumulated depreciation at the end of the period	****	13,025,288	​	9,377,845
Total	****	16,668,470	​	11,601,752

​ F-31

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​

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US$, except otherwise indicated)

​

​	​	​	​	​
Lease liability	****	03/31/2025	****	06/30/2024
Book value at the beginning of the period		11,284,137	​	13,889,223
Additions of the period		9,336,282	​	2,585,223
Additions from business combination	​	—	​	168,988
Interest expenses, exchange differences and inflation effects		308,662	​	(480,189)
Payments of the period		(4,392,517)	​	(4,879,108)
Total	****	16,536,564	​	11,284,137

​

​	​	​	​	​
Lease Liabilities		03/31/2025	****	06/30/2024
Non-current		10,896,775	​	8,161,359
Current		5,639,789	​	3,122,778
Total	****	16,536,564	​	11,284,137

​

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

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

​

​	​	​	​	​
​	****	03/31/2025	****	06/30/2024
Machinery and equipment		3,655,741		3,655,741
Vehicles		1,177,544		1,272,071
Equipment and computer software		1,347,568		1,130,541
Land and buildings		23,512,905		14,921,244
​	****	29,693,758	****	20,979,597

​

​

15. SHAREHOLDERS AND OTHER RELATED PARTIES BALANCES AND TRANSACTIONS

During the period ended March 31, 2025, and 2024, the transactions between the Group and related parties, and the related balances owed by and to them, are as follows:

​

​	​	​	​	​	​	​
​	​	​	​	Value of transactions for the period ended
Party	****	Transaction type	****	03/31/2025	****	03/31/2024
Joint ventures and associates		Sales and services		6,009,702		19,404,971
Joint ventures and associates		Purchases of goods and services		(24,597,687)		(20,951,684)
Key management personnel		Salaries, social security benefits and other benefits		(2,459,820)		(4,425,476)
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		9,576,087		7,156,388
Shareholders and other related parties	​	Purchases of goods and services	​	(2,216,581)	​	(1,401,698)
Shareholders and other related parties	​	In-kind contributions	​	3,857,077	​	2,115,109
Parent company and related parties to Parent (Note 6.6)		Interest expenses		—		(255,816)
Total		​		(9,003,215)		1,641,794

​ F-32

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​

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US$, except otherwise indicated)

​

​	​	​	​	​	​	​
​	​	​	​	Amounts receivable from related parties
Party	****	Transaction type	****	03/31/2025	****	06/30/2024
Shareholders and other related parties		Trade debtors		248,776		141,224
Shareholders and other related parties		Other receivables		550,789		—
Joint ventures and associates		Trade debtors		4,179		782,142
Joint ventures and associates		Other receivables		18,354,268		15,702,992
Total		​	​	19,158,012		16,626,358

​

​	​	​	​	​	​	​
​	​	​	​	Amounts payable to related parties
Party	****	Transaction type	****	03/31/2025	****	06/30/2024
Parent company and related parties to Parent	​	Trade creditors	​	(818,754)	​	(729,171)
Key management personnel		Salaries, social security benefits and other benefits		(480,943)		(148,466)
Shareholders and other related parties		Trade and other payables		(269,498)		(37,985)
Joint ventures and associates		Trade creditors		(36,008,045)		(52,888,732)
Total	​	​		(37,577,240)		(53,804,354)

​

​

16.   KEY MANAGEMENT PERSONNEL COMPENSATION

The compensation of directors and other members of key management personnel, including social contributions and other benefits, were as follows for the period ended March 31, 2025, and 2024.

​

​	​	​	​	​
​		03/31/2025	****	03/31/2024
Salaries, social security and other benefits		1,979,370	​	1,472,483
Share-based incentives	​	480,450	​	2,952,993
Total	****	2,459,820	​	4,425,476

​

​

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.

On June 18, 2025, we enter into an amendment to the Secured Notes. The material changes to the economic terms of the Notes are as follows:

​

Secured Guaranteed Notes

​

The aggregate principal amount increases from $26,437,485 to $29,081,233, with an annual interest rate of 19%, of which 14% is payable in cash and 5% in kind. The Company is required to make scheduled amortization payments of $1,000,000 on the last business day of each calendar month and may only be repurchased in full. If the Company repurchases them on or before August 5, 2025, a 5% prepayment penalty applies; if repurchased after that date, the penalty increases to 10%.

​

Secured Convertible Guaranteed Notes

​

The aggregate principal amount increases from $61,652,927 to $67,868,227, and the maturity date is extended to August 31, 2027. The notes carry an annual interest rate of 15%, of which 5% is payable in cash and 10% in kind. Noteholders have the option to convert the outstanding principal amount of their Convertible Notes into common shares of the Company at a reduced strike price of $6 per share. However, except in the event of a Change of Control (as defined in the Convertible Note Purchase Agreement), conversion rights cannot F-33

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​

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US$, except otherwise indicated)

​

be exercised before September 30, 2025. If the Company raises more than $10,000,000 in common equity, the strike price resets to the lesser of (1) the then-applicable strike price or (2) the price per share at which the new shares are issued (or the weighted average price per share, if issued at varying prices). The Company may repurchase the Convertible Notes voluntarily. If repurchased on or before August 31, 2025, a 5% prepayment penalty applies; if repurchased during September 2025, the penalty increases to 7%. For repurchases after October 1, 2025, the Company is required to pay the Equity Option Fee, as defined in the Convertible Note Purchase Agreement.

​

The Company’s financial covenants in both Secured Notes are being amended to reset the Consolidated Total Net Leverage Ratio and Interest Coverage Ratio to the following:

​

Consolidated Total Net Leverage Ratio

Fiscal Quarters ended March 31, 2025 and June 30, 2025: 5.00x

Fiscal Quarters ended September 30, 2025 and December 31, 2025: 4.33x

Fiscal Quarters ended March 31, 2026 through the Maturity Date: 3.75x

​

Interest Coverage Ratio

Fiscal Quarter ended March 31, 2025 and June 30, 2025: 1.50x

Fiscal Quarters ended September 30, 2025 and December 31, 2025: 1.75x

Fiscal Quarters ended March 31, 2026 through the Maturity Date: 2.00x

​

Subsequent to March 31, 2025, 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-34