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 November 2024

​

Commission File Number: 001-38836

​

BIOCERES CROP SOLUTIONS CORP.

(Translation of registrant’s name into English)

​

Ocampo 210 bis, Predio CCT, Rosario

Province of Santa Fe, Argentina

(Address of principal executive offices)

​

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

​

​	​
Form 20-F ☒	Form 40-F ☐

​

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

​

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

​

​

​

EXPLANATORY NOTE

This Form 6-K is incorporated by reference into the Company’s registration statements on Form F-3 (Registration No. 333-272280) and Form S-8 (Registration Nos. 333-255635, 333-266333 and 333-271941), and the following exhibit is 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 September 30, 2024 and June 30, 2024, and for the three-month periods ended September 30, 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: November 27, 2024	By:	By:	/s/ Federico Trucco
		Name:	Federico Trucco
		Title:	Chief Executive Officer

​

​

Table of Contents

Exhibit 99.1

​

​

BIOCERES CROP SOLUTIONS CORP.

​

Unaudited interim condensed consolidated financial statements as of September 30, 2024 and June 30, 2024, and for the three-

month periods ended September 30, 2024 and 2023.

​

​

​

​

Table of Contents

INDEX

​

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

​

​

​ F-2

Table of Contents

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

As of September 30, 2024, and June 30, 2024

(Amounts in US$)

​

​	​	​	​	​	​	​
​	****	Notes	****	09/30/2024	****	06/30/2024
ASSETS
CURRENT ASSETS
Cash and cash equivalents		5.1		32,278,411		44,473,270
Other financial assets		5.2		5,900,198		11,695,528
Trade receivables		5.3		195,792,999		207,320,974
Other receivables		5.4		22,929,011		18,298,672
Recoverable income tax	​	​		954,751		655,691
Inventories		5.5		117,660,839		125,929,768
Biological assets	​	​	​	1,566,954	​	294,134
Total current assets	​	​		377,083,163		408,668,037
​	​	​	​	​	​	​
NON-CURRENT ASSETS	​	​		​		​
Other financial assets		5.2		558,625		634,553
Other receivables	​	5.4	​	18,532,323	​	17,957,121
Recoverable income tax		​		13,078		10,889
Deferred tax assets	​	7		10,747,181		9,698,860
Investments in joint ventures and associates	​	11		39,978,233		39,786,353
Investment properties		​		560,783		560,783
Property, plant and equipment		5.6		74,558,496		74,573,278
Intangible assets		5.7		175,767,283		176,893,136
Goodwill		​		112,163,432		112,163,432
Right of use asset	​	14	​	17,293,228	​	11,601,752
Total non-current assets				450,172,662		443,880,157
Total assets				827,255,825		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 September 30, 2024, and June 30, 2024

(Amounts in US$)

​

​	​	​	​	​	​	​
LIABILITIES	****	Notes	****	09/30/2024	****	06/30/2024
​
CURRENT LIABILITIES		​		​		​
Trade and other payables		5.8		149,917,569	​	168,732,469
Borrowings		5.9		121,178,374	​	136,747,198
Employee benefits and social security		5.10		8,341,000	​	7,340,958
Deferred revenue and advances from customers	​	5.11		5,699,285	​	3,923,140
Income tax payable		​		3,817,932	​	4,825,271
Consideration for acquisition	​	​	​	5,645,996	​	4,617,281
Lease liabilities	​	14		1,255,932	​	3,122,778
Total current liabilities	​	​	​	295,856,088	​	329,309,095
**** ​	​	​		​		​
NON-CURRENT LIABILITIES	​	​	​	​	​	​
Borrowings	​	5.9	​	46,057,310	​	42,104,882
Deferred revenue and advances from customers	​	5.11	​	1,893,609	​	1,925,138
Joint ventures and associates	​	11		1,074,653	​	296,455
Deferred tax liabilities		7		34,690,332	​	34,995,791
Provisions		​		1,302,248	​	1,255,702
Consideration for acquisition	​	​	​	2,218,027	​	2,309,234
Secured notes	​	​	​	82,597,893	​	80,809,686
Lease liabilities	​	14	​	15,540,691	​	8,161,359
Total non-current liabilities	​	​		185,374,763	​	171,858,247
Total liabilities				481,230,851	​	501,167,342
​	​	​	​	​	​	​
EQUITY				​		​
Equity attributable to owners of the parent				309,479,653	​	315,041,257
Non-controlling interest				36,545,321	​	36,339,595
Total equity				346,024,974	​	351,380,852
Total equity and liabilities				827,255,825	​	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-month periods ended of September 30, 2024, and 2023

(Amounts in US$)

​

​	​	​	​	​	​	​
​	****	Notes	****	09/30/2024	****	09/30/2023
Revenues from contracts with customers		6.1		92,621,078	​	116,182,805
Initial recognition and changes in the fair value of biological assets at the point of harvest		​		666,175	​	410,913
​	​	​	​	​	​	​
Cost of sales	​	6.2	​	(55,796,045)	​	(71,615,781)
Changes in the net realizable value of agricultural products after harvest		​		563,145	​	(1,446,316)
Research and development expenses		6.3		(4,411,279)	​	(4,581,241)
Selling, general and administrative expenses		6.4		(30,164,126)	​	(33,932,848)
Share of profit or loss of joint ventures and associates		11		(586,318)	​	1,508,671
Other income or expenses, net	​	6.5		(524,023)	​	(1,231,635)
Operating profit	​	**** ​	****	2,368,607	​	5,294,568
​		​		​		​
Financial cost	​	6.6		(7,161,848)	​	(7,661,857)
Other financial results	​	6.6	​	(2,671,221)	​	117,865
Loss before income tax	​	**** ​	****	(7,464,462)	​	(2,249,424)
​	​	​	​	​	​	​
Income tax	​	7	​	1,266,409	​	(429,040)
Loss for the period	​	**** ​	****	(6,198,053)	​	(2,678,464)
​	​	​	​	​	​	​
Profit (Loss) for the period attributable to:	​	​
Equity holders of the parent	​	​		(6,369,262)	​	(4,591,634)
Non-controlling interests	​	​		171,209	​	1,913,170
​	​	​		(6,198,053)	​	(2,678,464)
Loss per share	​	​	​	​	​	​
Basic loss attributable to ordinary equity holders of the parent	​	8	​	(0.1013)	​	(0.0731)
Diluted loss attributable to ordinary equity holders of the parent	​	8	​	(0.1013)	​	(0.0731)
​	​	​	​	​	​	​
Loss for the period	​	​	​	(6,198,053)	​	(2,678,464)
​	​	​	​	​	​	​
Other comprehensive loss	​	​	​	(11,043)	​	(929,957)
Items that may be subsequently reclassified to loss	​	​	​	(11,043)	​	(929,957)
Foreign exchange differences on translation of foreign operations	​	​	​	(11,043)	​	(929,957)
Total comprehensive loss	​	​	​	(6,209,096)	​	(3,608,421)
​	​	​	​	​	​	​
Total comprehensive profit/ (loss) attributable to:	​	​	​	​	​	​
Equity holders of the parent	​	​	​	(6,414,822)	​	(5,364,330)
Non-controlling interests	​	​	​	205,726	​	1,755,909
​	​	​	​	(6,209,096)	​	(3,608,421)

​

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 three-month periods ended of September 30, 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	​	—	​	—	​	—	​	—	​	6,193,668	​	—	​	—	​	—	​	—	​	—	​	6,193,668	​	—	​	6,193,668
Purchase of own shares	​	—	​	—	​	—	​	—	​	—	​	—	​	(457,085)	​	—	​	—	​	—	​	(457,085)	​	—	​	(457,085)
(Loss) / profit for the period	​	—	​	—	​	—	​	—	​	—	​	—	​	—	​	(4,591,634)	​	—	​	—	​	(4,591,634)	​	1,913,170	​	(2,678,464)
Other comprehensive loss	​	—	​	—	​	—	​	—	​	—	​	—	​	—	​	—	​	(772,696)	​	—	​	(772,696)	​	(157,261)	​	(929,957)
09/30/2023	​	6,493	​	327,028,559	​	(255,893)	​	(780,841)	​	12,839,110	​	9,285,261	​	(31,010,676)	​	(18,494,651)	​	509,681	​	(160,702)	​	298,966,341	​	33,657,928	​	332,624,269
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
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	​	—	​	43,633	​	—	​	—	​	809,585	​	—	​	—	​	—	​	—	​	—	​	853,218	​	—	​	853,218
(Loss) / profit for the period	​	—	​	—	​	—	​	—	​	—	​	—	​	—	​	(6,369,262)	​	—	​	—	​	(6,369,262)	​	171,209	​	(6,198,053)
Other comprehensive (loss) / income	​	—	​	—	​	—	​	—	​	—	​	—	​	—	​	—	​	(45,560)	​	—	​	(45,560)	​	34,517	​	(11,043)
09/30/2024		6,500		327,684,309		(255,893)		(780,841)		20,236,960		9,285,261		(31,287,979)		(15,996,591)	​	748,629	​	(160,702)	​	309,479,653	​	36,545,321	​	346,024,974

​

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 three-month periods ended of September 30, 2024, and 2023

(Amounts in US$)

​

​	​	​	​	​	​	​
​	****	Notes	****	09/30/2024	****	09/30/2023
OPERATING ACTIVITIES		​		​		​
Loss for the period		​		(6,198,053)	​	(2,678,464)
​	​	​	​	​	​	​
Adjustments to reconcile profit to net cash flows		​		​		​
Income tax		7		(1,266,409)		429,040
Financial results		​		9,833,069		7,543,992
Depreciation of property, plant and equipment		5.6		1,524,370		1,243,403
Amortization of intangible assets		5.7		3,026,403		2,747,206
Depreciation of leased assets		14		760,728	​	837,199
Share-based incentive and stock options		​		809,585		6,193,668
Share of profit or loss of joint ventures and associates		11		586,318		(1,508,671)
Provisions for contingencies	​	​		297,159		27,109
Allowance for impairment of trade debtors		​		184,879		352,920
Allowance for obsolescence		​		614,618		505,285
Initial recognition and changes in the fair value of biological assets		​		(666,175)		(410,913)
Changes in the net realizable value of agricultural products after harvest	​	​	​	(563,145)	​	1,446,316
Gain on sale of equipment and intangible assets		​		(326,561)		(26,669)
​	​	​	​	​	​	​
Working capital adjustments		​		​		​
Trade receivables		​		11,318,922		(31,012,196)
Other receivables		​		(5,362,397)		3,722,853
Income and minimum presumed income taxes		​		(2,470,954)		7,113,764
Inventories and biological assets		​		7,438,097		(197,454)
Trade and other payables		​		(17,603,938)		7,499,929
Employee benefits and social security		​		1,000,042		412,458
Deferred revenue and advances from customers		​		1,744,616		8,040,809
Income taxes paid	​	​	​	—	​	(163,205)
Interest collected		​		435,469	​	2,293,676
Inflation effects on working capital adjustments		​		40,182	​	321,539
Net cash flows generated by operating activities	****	**** ​	****	5,156,825	​	14,733,594

​

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 three-month periods ended of September 30, 2024, and 2023

(Amounts in US$)

​

​	​	​	​	​	​	​
​	****	Notes	****	09/30/2024	****	09/30/2023
INVESTMENT ACTIVITIES
Proceeds from sale of property, plant and equipment	​	​		336,726	​	35,682
Proceeds from financial assets	​	​	​	5,813,446	​	(509,534)
Investment in financial assets	​	​	​	(2,738,959)	​	(2,215,965)
Purchase of property, plant and equipment		5.6		(1,278,332)	​	(3,985,249)
Capitalized development expenditures		5.7		(1,654,017)	​	(1,947,504)
Purchase of intangible assets		5.7		(207,101)	​	(64,486)
Net cash flows generated/ (used) by investing activities	​	​	****	271,763	​	(8,687,056)
​	​	​	​	​	​	​
FINANCING ACTIVITIES	​	​		​
Proceeds from borrowings	​	​		39,888,252	​	26,837,346
Repayment of borrowings and financed payments	​	​		(51,585,854)	​	(46,865,499)
Interest payments	​	​		(4,808,496)	​	(4,539,455)
Other financial payments	​	​		(1,102,617)	​	(781,199)
Purchase of own shares	​	​	​	—	​	(457,085)
Leased assets payments	​	14	​	(1,189,615)	​	(1,170,039)
Net cash flows used by financing activities	​	**** ​	****	(18,798,330)	​	(26,975,931)
**** ​	​	​	​	​	​	​
Net decrease in cash and cash equivalents	​	**** ​	****	(13,369,742)	​	(20,929,393)
**** ​	​	**** ​	​	​	​	​
Inflation effects on cash and cash equivalents	​	**** ​	​	(21)	​	(24,266)
**** ​	​	**** ​	​	​	​	​
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	​	​	****	1,174,904	​	1,198,389
Cash and cash equivalents as of the end of the period	****	5.1	****	32,278,411	​	28,373,924

​

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-month period ended September 30, 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 September 30, 2024, June 30, 2024 and for the three-month periods ended September 30, 2024 and 2023 were authorized by the Board of Directors of Bioceres Crop Solutions Corp. on November 27, 2024.

Basis of measurement

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

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

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

Functional currency and presentation currency

a)	Functional currency

Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic market in which the entity operates (i.e., “the functional currency”). F-10

Table of Contents

​

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 July 1, 2027.
---	---

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. F-11

Table of Contents

​

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US$, except otherwise indicated)

​

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.

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

​ F-12

Table of Contents

​

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US$, except otherwise indicated)

​

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, respectively) and a change in the fair value of the consideration by $ 0.4 million, generating a bargain purchase gain of $1 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.

5.    INFORMATION ABOUT COMPONENTS OF CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

5.1. Cash and cash equivalents

​

​	​	​	​	​
​	****	09/30/2024	****	06/30/2024
Cash at bank and on hand	​	32,278,411	​	44,473,270
​		32,278,411	​	44,473,270

​

5.2.  Other financial assets

​

​	​	​	​	​
​	****	09/30/2024	****	06/30/2024
Current		​
US Treasury bills		—	​	1,993,668
Mutual funds	​	2,923,567	​	6,658,805
Shares of Moolec Science S.A.	​	1,222,909	​	1,530,375
Other investments		1,753,722	​	1,512,680
​		5,900,198	​	11,695,528
​	​	​	​	​
​	****	09/30/2024	****	06/30/2024
Non-current
Shares of Bioceres Group PLC.		444,473	​	444,473
Other investments		114,152	​	190,080
​		558,625	​	634,553

​ F-13

Table of Contents

​

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US$, except otherwise indicated)

​

5.3. Trade receivables

​

​	​	​	​	​
​	****	09/30/2024	****	06/30/2024
Current	​	​	​	​
Trade debtors	​	199,027,684	​	205,057,590
Allowance for impairment of trade debtors		(7,222,011)	​	(7,050,280)
Shareholders and other related parties (Note 15)		135,713	​	141,224
Allowance for credit notes to be issued		—	​	(2,905,624)
Trade debtors - Joint ventures and associates (Note 15)		221,852	​	782,142
Deferred checks		3,629,761	​	11,295,922
​	​	195,792,999	​	207,320,974

​

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

​

5.4. Other receivables

​

​	​	​	​	​
​	****	09/30/2024	****	06/30/2024
Current
Taxes		7,047,816		5,019,659
Shareholders and other related parties (Note 15)	​	37,920	​	—
Other receivables - Joint ventures and associates (Note 15)		214,770		207,449
Prepayments to suppliers		12,236,083		10,242,075
Prepaid expenses and other receivables		1,756,754	​	1,594,152
Miscellaneous		1,635,668	​	1,235,337
​		22,929,011	​	18,298,672
​	​	​	​	​
​	****	09/30/2024	****	06/30/2024
Non-current		​		​
Taxes		702,411	​	752,045
Other receivables - Joint ventures and associates (Note 15)	​	16,211,113	​	15,495,543
Reimbursements over exports		1,373,987	​	1,461,038
Loans receivables		230,000	​	230,000
Miscellaneous		14,812	​	18,495
​		18,532,323	​	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 US$6.6 million. In exchange, Moolec Science issued convertible notes to us in an aggregate principal amount of US$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 US$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.

​ F-14

Table of Contents

​

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US$, except otherwise indicated)

​

5.5. Inventories

​

​	​	​	​	​
​	****	09/30/2024	****	06/30/2024
Seeds		5,692,905	​	5,967,231
Resale products		43,308,459	​	53,788,333
Manufactured products		27,404,503	​	26,081,250
Goods in transit		12,262,848	​	5,618,540
Supplies		24,816,919	​	22,546,093
Agricultural products		8,210,223	​	15,015,884
Allowance for obsolescence		(4,035,018)	​	(3,087,563)
​	​	117,660,839	​	125,929,768
​	​	​	​	​
Net of agricultural products		109,450,616	​	110,913,884

​

5.6. Property, plant and equipment

Property, plant and equipment as of September 30, 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	****	09/30/2024
Office equipment	​	410,338	​	3,231	​	—	​	—	​	(20,366)	​	4,188	​	397,391
Vehicles	​	2,200,349	​	—	​	—	​	(9,892)	​	(257,352)	​	—	​	1,933,105
Equipment and computer software	​	507,469	​	10,480	​	—	​	—	​	(61,339)	​	7,522	​	464,132
Fixtures and fittings	​	2,786,470	​	—	​	—	​	(129)	​	(202,788)	​	1,113	​	2,584,666
Machinery and equipment		16,710,328	​	165,281		39,488		(144)		(727,024)		89,732		16,277,661
Land and buildings		39,677,902	​	—		—		—		(255,501)		61,612		39,484,013
Buildings in progress		12,280,422	​	1,168,008		(39,488)		—		—		8,586		13,417,528
Total		74,573,278	​	1,347,000		—		(10,165)		(1,524,370)		172,753		74,558,496

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Net	​	​	​	​	​	​	​	​	​	Net
​	​	carrying	​	​	​	​	​	​	​	Foreign	​	carrying
​	​	amount	​	​	​	​	​	Depreciation	​	currency	​	amount
Class	****	06/30/2023	****	Additions	****	Disposals	****	of the period	****	translation	****	09/30/2023
Office equipment	​	263,892	​	34,918	​	—	​	(17,004)	​	(901)	​	280,905
Vehicles	​	2,032,853	​	28,680	​	(9,013)	​	(188,532)	​	(1,446)	​	1,862,542
Equipment and computer software	​	174,399	​	30,188	​	—	​	(35,963)	​	(883)	​	167,741
Fixtures and fittings	​	2,862,949	​	—	​	—	​	(184,877)	​	(1,211)	​	2,676,861
Machinery and equipment		14,463,756		176,837		—		(595,729)		(74,271)		13,970,593
Land and buildings		36,144,792		—		—		(221,298)		(283,418)		35,640,076
Buildings in progress	​	11,911,194	​	3,678,037	​	—	​	—	​	(257,240)	​	15,331,991
Total		67,853,835		3,948,660		(9,013)		(1,243,403)		(619,370)		69,930,709

​

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-15

Table of Contents

​

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US$, except otherwise indicated)

​

5.7. Intangible assets

Intangible assets as of September 30, 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	****	09/30/2024
Seed and integrated products	​	​	​	​	​	​	​	​	​	​	​	​
HB4 technology and breeding program	​	35,574,371	​	169,819	​	—	​	(522,087)	​	—	​	35,222,103
Integrated seed products	​	2,681,826	​	—	​	—	​	(48,542)	​	36,564	​	2,669,848
Crop nutrition	​	​	​	​	​	​	​	​	​	​	​	​
Microbiological products		41,187,249		—	​	—	​	(923,691)	​	1,670		40,265,228
Microbiological products in progress		10,452,861	​	1,484,198	​	—	​	—	​	1,118	​	11,938,177
Other intangible assets		​		​	​	​	​	​	​	​		​
Trademarks and patents		47,906,064		111,285	​	—	​	(1,019,600)	​	—		46,997,749
Trademarks and patents with indefinite useful lives	​	10,045,294	​	—	​	—	​	—	​	—	​	10,045,294
Software	​	1,827,983	​	—	​	137,598	​	(169,867)	​	80	​	1,795,794
Software in progress		580,728		95,816	​	(137,598)	​	—	​	—		538,946
Customer loyalty	​	21,636,760	​	—	​	​	​	(342,616)	​	—	​	21,294,144
RG/RS/OX Wheat in progress	​	5,000,000	​	—	​	​	​	—	​	—	​	5,000,000
Total		176,893,136		1,861,118	​	—	​	(3,026,403)	​	39,432		175,767,283

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Net	​	​	​	​	​	​	​	​	​	Net
​	​	carrying	​	​	​	​	​	​	​	Foreign	​	carrying
​	​	amount	​	​	​	​	​	Amortization	​	currency	​	amount
Class	****	06/30/2023	****	Additions	****	Transfers	****	of the period	****	translation	****	09/30/2023
Seed and integrated products	​		​	​	​	​	​		​		​
HB4 technology and breeding program	​	31,679,681	​	224,230	​	—	​	(427,548)	​	—	​	31,476,363
Integrated seed products	​	2,841,008	​	—	​	—	​	(47,229)	​	(7,217)	​	2,786,562
Crop nutrition	​	​	​	​	​	​	​	​	​	​	​	​
Microbiological products	​	37,295,460	​	—	​	675	​	(719,717)	​	(6,119)	​	36,570,299
Microbiological products in progress	​	12,213,341	​	1,723,274	​	(675)	​	—	​	—	​	13,935,940
Other intangible assets	​	​	​	​	​	​	​	​	​	​	​	​
Trademarks and patents	​	51,933,444	​	62,543	​	—	​	(1,092,881)	​	—	​	50,903,106
Trademarks and patents with indefinite useful lives	​	7,827,309	​	—	​	—	​	—	​	—	​	7,827,309
Software	​	1,638,519	​	1,943	​	—	​	(379,398)	​	(868)	​	1,260,196
Software in progress	​	349,171	​	—	​	—	​	—	​	—	​	349,171
Customer loyalty		23,006,023	​	—	​	—		(80,433)	​	—		22,925,590
RG/RS/OX Wheat in progress		5,000,000	​	—	​	—		—	​	—		5,000,000
Total		173,783,956	​	2,011,990	​	—		(2,747,206)	​	(14,204)		173,034,536

​ F-16

Table of Contents

​

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US$, except otherwise indicated)

​

5.8. Trade and other payables

​

​	​	​	​	​
​	****	09/30/2024	****	06/30/2024
​	​	​	​	​
Trade creditors		99,834,402	​	108,307,192
Shareholders and other related parties (Note 15)		8,870	​	37,985
Trade creditors - Parent company (Note 15)		613,876	​	729,171
Trade creditors - Joint ventures and associates (Note 15)		44,382,811	​	52,888,732
Taxes		4,918,143	​	5,647,550
Miscellaneous		159,467	​	1,121,839
​		149,917,569	​	168,732,469

​

5.9. Borrowings

​

​	​	​	​	​
​	****	09/30/2024	****	06/30/2024
Current	​	​	​	​
Bank borrowings		82,397,520	​	91,816,134
Corporate bonds		35,851,589	​	42,035,925
Trust debt securities	​	2,929,265	​	2,895,139
​		121,178,374	​	136,747,198
Non-current		​		​
Bank borrowings		22,253,443	​	15,316,612
Corporate bonds		23,803,867	​	25,071,823
Trust debt securities	​	—	​	1,716,447
​	​	46,057,310	​	42,104,882

​

The carrying value of some borrowings as of September 30, 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.

​

​	​	​	​	​	​	​	​	​
​	​	09/30/2024			​	06/30/2024
​	****	Amortized cost	****	Fair value	****	Amortized cost	****	Fair value
Current	​	​	​	​	​	​	​	​
Bank borrowings		82,397,520		82,580,491		91,816,134		89,874,010
Corporate Bonds		35,851,589		35,360,066		42,035,925		41,492,963
​	​	​	​	​	​	​	​	​
Non-current	****	​		​	****	​		​
Bank borrowings		22,253,443		20,451,588		15,316,612		14,850,783
Corporate Bonds		23,803,867		22,651,488		25,071,823		23,845,583

​

5.10. Employee benefits and social security

​

​	​	​	​	​
​	****	09/30/2024	****	06/30/2024
Salaries, accrued incentives, vacations and social security		8,106,784	​	7,192,492
Key management personnel (Note 15)	​	234,216	​	148,466
​	​	8,341,000	​	7,340,958

​ F-17

Table of Contents

​

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US$, except otherwise indicated)

​

5.11. Deferred revenue and advances from customers

​

​	​	​	​	​
​		09/30/2024	****	06/30/2024
Current
Advances from customers		5,561,205	​	3,335,740
Deferred revenue		138,080	​	587,400
​		5,699,285	​	3,923,140
Non-current		​		​
Advances from customers	​	41,237	​	52,511
Deferred revenue		1,852,372	​	1,872,627
​		1,893,609	​	1,925,138

​

​

6.    INFORMATION ABOUT COMPONENTS OF CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

6.1. Revenue from contracts with customers

​

​	​	​	​	​
​	****	09/30/2024	****	09/30/2023
Sale of goods and services		91,927,292	​	115,628,792
Royalties		693,786	​	554,013
​		92,621,078	​	116,182,805

​

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

6.2.  Cost of sales

​

​	​	​	​	​
Item		09/30/2024	****	09/30/2023
Inventories as of the beginning of the period		110,913,884		111,990,145
Purchases of the period		47,643,458		71,694,655
Production costs		6,503,891		7,123,255
Foreign currency translation		185,428		(226,797)
Subtotal		165,246,661		190,581,258
Inventories as of the end of the period (*)		(109,450,616)		(118,965,477)
Cost of sales	​	55,796,045	​	71,615,781

(*)Net of agricultural products.

​ F-18

Table of Contents

​

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US$, except otherwise indicated)

​

6.3.  R&D classified by nature

​

​	​	​	​	​
​	****	Research and	****	Research and
​	​	development	​	development
​	****	expenses	****	expenses
Item	****	09/30/2024		09/30/2023
Amortization of intangible assets		1,362,301		1,164,940
Depreciation of property, plant and equipment	​	198,198	​	157,808
Freight and haulage		2,221		3,917
Employee benefits and social securities		1,533,533		1,307,126
Maintenance	​	102,527	​	206,778
Energy and fuel		2,434		3,628
Supplies and materials		639,560		847,382
Mobility and travel		46,429		13,771
Share-based incentives		35,141		188,250
Publicity and advertising		2,131		—
Professional fees and outsourced services	​	100,959	​	491,787
Professional fees related parties		16,373		—
Office supplies		147,481		170,375
Information technology expenses	​	19,692	​	4,375
Insurance		12,772		21,049
Depreciation of leased assets	​	16,336	​	—
Miscellaneous		173,191		55
Total		4,411,279		4,581,241

​

​	​	​	​	​
​	****	09/30/2024		09/30/2023
R&D capitalized (Note 5.7)		1,654,017		1,947,504
R&D profit and loss		4,411,279		4,581,241
Total		6,065,296		6,528,745

​ F-19

Table of Contents

​

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US$, except otherwise indicated)

​

6.4.  Expenses classified by nature and function

​

​	​	​	​	​	​	​
​	****	​	****	Selling,	****	​
​	****	​	​	general and	​	​
​	​	Production	​	administrative	​	Total
Item	​	costs	​	expenses	​	09/30/2024
Amortization of intangible assets		100,139	​	1,563,963	​	1,664,102
Analysis and storage		—	​	2,914	​	2,914
Commissions and royalties		—	​	811,802	​	811,802
Import and export expenses		49,057	​	420,520	​	469,577
Depreciation of property, plant and equipment		708,432	​	617,740	​	1,326,172
Depreciation of leased assets	​	163,503	​	580,889	​	744,392
Impairment of receivables		—	​	184,879	​	184,879
Freight and haulage		707,583	​	2,523,323	​	3,230,906
Employee benefits and social securities		2,468,217	​	10,040,415	​	12,508,632
Maintenance		514,044	​	796,348	​	1,310,392
Energy and fuel		229,327	​	23,523	​	252,850
Supplies and materials		199,331	​	872,326	​	1,071,657
Mobility and travel		31,928	​	1,170,011	​	1,201,939
Publicity and advertising		—	​	1,381,283	​	1,381,283
Contingencies		—	​	297,159	​	297,159
Share-based incentives	​	76,813	​	659,327	​	736,140
Professional fees and outsourced services		525,950	​	1,813,064	​	2,339,014
Professional fees related parties		—	​	44,638	​	44,638
Office supplies and registrations fees		44,297	​	347,914	​	392,211
Insurance		59,825	​	677,363	​	737,188
Information technology expenses		11,572	​	792,095	​	803,667
Obsolescence		550,468	​	64,150	​	614,618
Taxes		47,130	​	4,478,319	​	4,525,449
Miscellaneous		16,275	​	161	​	16,436
Total		6,503,891	​	30,164,126	​	36,668,017

​ F-20

Table of Contents

​

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US$, except otherwise indicated)

​

​	​	​	​	​	​	​
​	****	​	****	Selling,	****	​
​	****	​	​	general and	​	​
​	​	Production	​	administrative	​	Total
Item	​	costs	​	expenses	​	09/30/2023
Amortization of intangible assets		30,478	​	1,551,788	​	1,582,266
Analysis and storage		570	​	153,473	​	154,043
Commissions and royalties		134,592	​	794,058	​	928,650
Import and export expenses		67,228	​	120,345	​	187,573
Depreciation of property, plant and equipment		643,006	​	442,589	​	1,085,595
Depreciation of leased assets	​	339,378	​	497,821	​	837,199
Impairment of receivables		—	​	352,920	​	352,920
Freight and haulage		643,877	​	2,989,094	​	3,632,971
Employee benefits and social securities		2,806,939	​	10,238,931	​	13,045,870
Maintenance		422,757	​	568,155	​	990,912
Energy and fuel		163,122	​	16,397	​	179,519
Supplies and materials		260,043	​	831,454	​	1,091,497
Mobility and travel		33,407	​	1,348,563	​	1,381,970
Publicity and advertising		—	​	1,161,498	​	1,161,498
Contingencies		—	​	27,109	​	27,109
Share-based incentives	​	275,432	​	5,729,986	​	6,005,418
Professional fees and outsourced services		509,450	​	1,575,982	​	2,085,432
Office supplies and registrations fees		149,888	​	370,770	​	520,658
Insurance		27,024	​	473,850	​	500,874
Information technology expenses		18,361	​	743,163	​	761,524
Obsolescence		505,285	​	—	​	505,285
Taxes		70,819	​	3,766,419	​	3,837,238
Miscellaneous		21,599	​	178,483	​	200,082
Total		7,123,255	​	33,932,848	​	41,056,103

​

6.5.  Other income or expenses, net

​

​	​	​	​	​
​	****	09/30/2024	****	09/30/2023
Net result from commercialization of agricultural products		(828,366)	​	(1,316,393)
Expenses recovery		171,487	​	87,053
Others		132,856	​	(2,295)
​		(524,023)	​	(1,231,635)

​ F-21

Table of Contents

​

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US$, except otherwise indicated)

​

6.6. Finance results

​

​	​	​	​	​
​	****	09/30/2024	****	09/30/2023
Financial costs	​	​	​	​
Interest expenses with the Parent (Note 15)		—	​	(97,063)
Interest expenses		(6,059,231)	​	(6,935,241)
Financial commissions		(1,102,617)	​	(629,553)
​		(7,161,848)	​	(7,661,857)
​	​	​	​	​
Other financial results		​	​	​
Exchange differences generated by assets		(2,686,292)	​	(9,685,066)
Exchange differences generated by liabilities	​	894,756	​	10,335,537
Changes in fair value of financial assets or liabilities and other financial results	​	(872,416)	​	(151,646)
Net gain of inflation effect on monetary items	​	(7,269)	​	(380,960)
​	​	(2,671,221)	​	117,865

​

​

7.    TAXATION

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

​

​	​	​	​	​
​	****	09/30/2024	****	09/30/2023
Current tax expense		(1,162,366)		(6,457,134)
Deferred tax		2,428,775		6,028,094
Total	​	1,266,409	​	(429,040)

​

​	​	​	​	​
​	****	09/30/2024	****	09/30/2023
Beginning of the period deferred tax		(25,296,930)		(28,472,383)
Charge for the period		2,428,775		6,028,094
Conversion difference	​	(1,074,996)	​	(3,718,889)
Total net deferred tax		(23,943,151)		(26,163,178)

​

​ F-22

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:

​

​	​	​	​	​
​	****	09/30/2024	****	09/30/2023
Earning before income tax-rate		(7,464,462)	****	(2,249,424)
Income tax expense by applying tax rate in force in the respective countries		2,042,411		(1,721,853)
Share of profit or loss of subsidiaries, joint ventures and associates		(96,264)		530,177
Stock options charge		(68,931)		(1,226,796)
Non-deductible expenses		(544,001)		(383,074)
Tax inflation adjustment		792,693		4,826,023
Result of inflation effect on monetary items and other finance results	​	(859,499)	​	(2,352,623)
Others		—		(100,894)
Income tax expenses	****	1,266,409	****	(429,040)

​

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

​

​	​	​	​	​	​	​
​	​	​	​	Weight average	​	​
​	​	Earning before	​	applicable tax	​	Income tax as of
Tax jurisdiction	****	income tax-rate	****	rate	****	September 30, 2024
Low or null taxation jurisdictions	​	1,213,563	​	0.0	%	—
Profit-making entities	​	2,480,831	​	32.2	%	(798,649)
Loss-making entities		(11,158,856)		25.5	%	2,841,060
​	****	(7,464,462)	****	​	​	2,042,411

​

​	​	​	​	​	​	​
​	​	​	​	Weight average	​	​
​	​	Earning before	​	applicable tax	​	Income tax as of
​	****	income tax-rate	****	rate	****	September 30, 2023
Low or null taxation jurisdictions	​	(3,923,672)	​	0.0	%	—
Profit-making entities	​	12,644,998	​	34.2	%	(4,328,658)
Loss-making entities	​	(10,970,750)	​	23.8	%	2,606,805
​	****	(2,249,424)	****	​	​	(1,721,853)

​

​

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
​	****	09/30/2024	****	09/30/2023
Numerator		​	​	​
Loss for the period (basic EPS)		(6,369,262)	​	(4,591,634)
Loss for the period (diluted EPS)		(6,369,262)	​	(4,591,634)
Denominator		​	​	​
Weighted average number of shares (basic EPS)		62,851,063	​	62,846,690
Weighted average number of shares (diluted EPS)		62,851,063	​	62,846,690
​	​	​	​	​
Basic loss attributable to ordinary equity holders of the parent	​	(0.1013)	​	(0.0731)
Diluted loss attributable to ordinary equity holders of the parent		(0.1013)	​	(0.0731)

​ F-23

Table of Contents

​

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US$, except otherwise indicated)

​

For the three-month periods ended September 30, 2024 and 2023, diluted EPS was the same as basic EPS, as the effect of potential ordinary shares would be antidilutive.

9. EQUITY INFORMATION

Capital issued

As of September 30, 2024, we had (i) 100,000,000 ordinary shares ($0.0001 par value) authorized, (ii) 62,852,712 ordinary shares issued and outstanding, (iii) 1,000,000 preferred shares ($0.0001 par value) authorized, (iv) no preferred shares issued and outstanding, (v) 3,922,947 ordinary shares reserved for our equity compensation plans. Of the total issued shares, we have repurchased 2,258,016 shares of our own.

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

​

10. CASH FLOW INFORMATION

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

​

​	​	​	​	​
​	****	09/30/2024	****	09/30/2023
Investment activities	​	​	​	​
Investment in-kind in other related parties (Note 15)	​	666,068	​	—
Capitalization of interest on buildings in progress	​	68,668	​	36,589
​	​	734,736	​	36,589

​

​

11.   JOINT VENTURES AND ASSOCIATES

​

​	​	​	​	​
​	****	09/30/2024	****	06/30/2024
Assets
Synertech Industrias S.A.		39,941,731		39,749,851
Alfalfa Technologies S.R.L.		36,502		36,502
​		39,978,233		39,786,353

​

​	​	​	​	​
​	****	09/30/2024	****	06/30/2024
Liabilities
Trigall Genetics S.A.	****	1,074,653	****	296,455
​		1,074,653		296,455

​

Changes in joint ventures investments and affiliates:

​

​	​	​	​	​
​	****	09/30/2024		09/30/2023
As of the beginning of the period		39,489,898		38,673,987
Share of profit or loss		(586,318)		1,508,671
As of the end of the period		38,903,580		40,182,658

​ F-24

Table of Contents

​

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US$, except otherwise indicated)

​

Share of profit or loss of joint ventures and affiliates:

​

​	​	​	​	​
​	****	09/30/2024	****	09/30/2023
Trigall Genetics S.A.		(778,198)		(15,303)
Synertech Industrias S.A.	​	191,880	​	1,523,974
​	​	(586,318)	​	1,508,671

​

​

​

12. SEGMENT INFORMATION

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

​

​	​	​	​	​	​	​	​	​	​
​	****	Seed and	****	​	****	​	****	​	****
​	****	integrated	****	Crop	****	Crop	​	​	​
Period ended September 30, 2024	****	products	​	protection	​	nutrition	​	Consolidated	​
Revenues from contracts with customers	​	​	​	​	​	​	​	​	​
Sale of goods and services		18,501,927		47,739,696		25,685,669		91,927,292	​
Royalties		693,786		—		—		693,786	​
Right of use licenses	​	—	​	—	​	—	​	—	​
Others	​	​	​	​	​	​	​	​	​
Initial recognition and changes in the fair value of biological assets at the point of harvest		666,175		—		—		666,175	​
Total		19,861,888		47,739,696		25,685,669		93,287,253	​
​	​	​	​	​	​	​	​	​	​
Cost of sales	****	(12,802,027)		(29,025,677)		(13,968,341)		(55,796,045)	​
Gross profit per segment		7,059,861	​	18,714,019		11,717,328		37,491,208	​
% Gross margin	​	36	%	39	%	46	%	40	%

​

​	​	​	​	​	​	​	​	​	​
​	****	Seed and	****	​	****	​	****	​	****
​	****	integrated	****	Crop	****	Crop	​	​	​
Period ended September 30, 2023	****	products	​	protection	​	nutrition	​	Consolidated	​
Revenues from contracts with customers	​	​	​	​	​	​	​	​	​
Sale of goods and services		21,677,053		55,754,360		38,197,379		115,628,792	​
Royalties		554,013		—		—		554,013	​
Right of use licenses	​	—	​	—	​	—	​	—	​
Others		​	​	​	​	​	​	​	​
Initial recognition and changes in the fair value of biological assets at the point of harvest	​	87,844		172,118		150,951		410,913	​
Total		22,318,910		55,926,478		38,348,330		116,593,718	​
​	​	​	​	​	​	​	​	​	​
Cost of sales		(14,110,381)		(36,183,792)		(21,321,608)		(71,615,781)	​
Gross profit per segment		8,208,529		19,742,686		17,026,722		44,977,937	​
% Gross margin	​	37	%	35	%	44	%	39	%

​

​

​

​

​ F-25

Table of Contents

​

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US$, except otherwise indicated)

​

13.   FINANCIAL INSTRUMENTS – RISK MANAGEMENT

Financial instruments by category

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

​

Financial assets by category

​

​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	Mandatorily measured at fair
​	​	Amortized cost			​	value through profit or loss
Financial asset	****	09/30/2024	****	06/30/2024	****	09/30/2024	****	06/30/2024
Cash and cash equivalents		32,278,411		44,473,270		—		—
Other financial assets		558,625		634,553		5,900,198		11,695,528
Trade receivables		195,792,999		207,320,974		—		—
Other receivables (*)		13,118,270		18,647,862		6,600,000		—
Total	****	241,748,305	****	271,076,659	****	12,500,198	****	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	****	09/30/2024	****	06/30/2024	****	09/30/2024	****	06/30/2024
Trade and other payables		144,657,548		156,742,677		5,260,021		11,989,792
Borrowings		167,235,684	​	178,852,080		—		—
Secured notes	​	82,597,893	​	80,809,686	​	—	​	—
Lease liability	​	16,796,623	​	11,284,137	​	—	​	—
Consideration for acquisition		5,992,865		4,202,401		1,871,158		2,724,114
Total	****	417,280,613	****	431,890,981	****	7,131,179	****	14,713,906

​ F-26

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 09/30/2024	****	Level 1	****	Level 2	****	Level 3
​	​	​	​	​	​	​
Financial assets at fair value	​	​	​	​	​	​
Mutual funds	​	2,923,567	​	—	​	—
Moolec Science S.A. shares	​	1,222,909	​	—	​	—
Other investments	​	1,753,722	​	—	​	—
Other receivables - Joint ventures and associates	​	—	​	6,600,000	​	—
Financial liability at fair value		​		​		​
Trade and other payables	****	—	****	5,260,021	****	—
Consideration for acquisition	​	1,871,158	​	—	​	—
​	​	​	​	​	​	​
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-27

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 September 30, 2024:

​

​	​
Net foreign currency position	09/30/2024
Amount expressed in US	(681,190)

All values are in US Dollars.

​

Considering only this net currency exposure as of September 30, 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 September 30, 2024 would have resulted in a net pre-tax loss or gain of approximately $0.7 million.

​

14. LEASES

​

​	​	​	​	​
Right-of-use leased asset	****	09/30/2024	****	06/30/2024
Book value at the beginning of the period		20,979,597	​	21,163,192
Additions of the period		6,228,153	​	2,585,223
Additions from business combination	​	—	​	168,988
Disposals	​	(67,403)	​	(1,284,975)
Exchange differences	​	238,307	​	(1,652,831)
Book value at the end of the period	****	27,378,654	​	20,979,597
​	​	​	​	​
Depreciation		09/30/2024	​	06/30/2024
Book value at the beginning of the period	​	9,377,845	​	7,226,617
Depreciation of the period	​	760,728	​	3,418,956
Disposals		(67,403)	​	(1,092,167)
Exchange differences		14,256	​	(175,561)
Accumulated depreciation at the end of the period	****	10,085,426	​	9,377,845
Total	****	17,293,228	​	11,601,752

​

​	​	​	​	​
Lease liability	****	09/30/2024	****	06/30/2024
Book value at the beginning of the period		11,284,137	​	13,889,223
Additions of the period		6,228,153	​	2,585,223
Additions from business combination	​	—	​	168,988
Interest expenses, exchange differences and inflation effects		473,948	​	(480,189)
Payments of the period		(1,189,615)	​	(4,879,108)
Total	****	16,796,623	​	11,284,137

​

​	​	​	​	​
Lease Liabilities		09/30/2024	****	06/30/2024
Non-current		15,540,691	​	8,161,359
Current		1,255,932	​	3,122,778
Total	****	16,796,623	​	11,284,137

​ F-28

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:

​

​	​	​	​	​
​	****	09/30/2024	****	06/30/2024
Machinery and equipment		3,655,741		3,655,741
Vehicles		1,230,231		1,272,071
Equipment and computer software		1,232,694		1,130,541
Land and buildings		21,259,988		14,921,244
​	****	27,378,654	****	20,979,597

​

The incremental borrowing rate used was 3.12 % in US$ and 12.21% in reais.

15. SHAREHOLDERS AND OTHER RELATED PARTIES BALANCES AND TRANSACTIONS

During the period ended September 30, 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	****	09/30/2024	****	09/30/2023
Joint ventures and associates		Sales and services		1,970,746		6,801,117
Joint ventures and associates		Purchases of goods and services		(5,533,795)		(20,691,171)
Key management personnel		Salaries, social security benefits and other benefits		(1,091,546)		(6,702,803)
Key management personnel	​	Sales and services	​	6,048	​	—
Key management personnel	​	Purchases of goods and services	​	157,213	​	—
Shareholders and other related parties		Sales of goods and services		3,628,119		1,590,568
Shareholders and other related parties	​	Purchases of goods and services	​	(1,854,249)	​	(196,051)
Shareholders and other related parties	​	In-kind contributions	​	666,068	​	—
Shareholders and other related parties	​	Interest expenses	​	—	​	(23,000)
Parent company and related parties to Parent (Note 6.6)		Interest expenses		—		(97,063)
Total		​		(2,051,396)		(19,318,403)

​

​	​	​	​	​	​	​
​	​	​	​	Amounts receivable from related parties
Party	****	Transaction type	****	09/30/2024	****	06/30/2024
Shareholders and other related parties		Trade debtors		135,713		141,224
Shareholders and other related parties		Other receivables		37,920		—
Joint ventures and associates		Trade debtors		221,852		782,142
Joint ventures and associates		Other receivables		16,425,883		15,702,992
Total		​	​	16,821,368		16,626,358

​

​	​	​	​	​	​	​
​	​	​	​	Amounts payable to related parties
Party	****	Transaction type	****	09/30/2024	****	06/30/2024
Parent company and related parties to Parent	​	Trade creditors	​	(613,876)	​	(729,171)
Key management personnel		Salaries, social security benefits and other benefits		(234,216)		(148,466)
Shareholders and other related parties		Trade and other payables		(8,870)		(37,985)
Joint ventures and associates		Trade creditors		(44,382,811)		(52,888,732)
Total	​	​		(45,239,773)		(53,804,354)

​

​ F-29

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 September 30, 2024, and 2023.

​

​	​	​	​	​
​		09/30/2024	****	09/30/2023
Salaries, social security and other benefits		611,096	​	509,135
Share-based incentives	​	480,450	​	6,193,668
Total	****	1,091,546	​	6,702,803

​

​

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 November 25, 2024, our subsidiary, Rizobacter Argentina S.A., announced the issuance of Series X corporate bonds in the Argentine market, detailed as follows:

Class A: $2.4 million 7.0% p.a. bonds due November 2026

Class B: $23.5 million 8.0% p.a. bonds due November 2027

The settlement date for both classes is November 28, 2024.

Subsequent to September 30, 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-30