6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGNPRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of June 2023

Commission File Number: 001-41635

Lavoro Limited

(Exact name of registrant as specified in itscharter)

Av. Dr. Cardoso de Melo, 1450, 4th floor, office401São Paulo — SP, 04548-005, Brazil+55 (11) 4280-0709

(Address of principal executive office)

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

Form 20-F	X	Form 40-F

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

Yes	No	X

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):

Yes	No	X

TABLE OF CONTENTS

EXHIBIT
99.1	Press release dated June 1, 2023 – Lavoro Reports Fiscal Third Quarter 2023 Earnings Results
99.2	Third Quarter 2023 Earnings Presentation
99.3	Unaudited Interim Consolidated Financial Statements of Lavoro Limited for the Nine-Month Period Ended March 31, 2023

SIGNATURE

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.

Lavoro Limited
By:	/s/ Ruy Cunha
	Name:	Ruy Cunha
	Title:	Chief Executive Officer

Date: June 1, 2023

Exhibit 99.1

Lavoro Reports FiscalThird Quarter 2023 Earnings Results

·	Lavoro’s revenue reached $1.5 billionUSD for the nine months period ended March 31, 2023, representing growth of 25% versus the prior year period
·	For the nine months ended on March 31, 2023,gross profit was $285 million USD, increasing 35% over the previous year and representing a margin of 18.6%
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·	Lavoro successfully completed the acquisitionof Cromo Química on May 31, 2023, adding further products and expertise in high-performance adjuvants to Lavoro's Crop Care Cluster
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·	In accordance with its growth strategy andcommitment to offering comprehensive services to farmers, Lavoro entered into a strategic partnership in May 2023 with a subsidiary ofBanco do Brasil to deliver tailored agricultural insurance solutions
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·	Due to an extended duration of the diligenceprocess, Lavoro does not anticipate completing the NS Agro transaction by the end of this fiscal year. As a result, the Company is nowexpecting fiscal year 2023 pro forma Adjusted EBITDA of $172 million to $178 million. Excluding the impact of delaying the closing ofthe NS Agro transaction, the Company expects to meet its previously provided guidance for fiscal year 2023 pro forma Adjusted EBITDA
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SÃO PAULO – June 1, 2023 (GLOBE NEWSWIRE) — Lavoro Limited (Nasdaq: LVRO; LVROW), the first U.S.-listed pure-play agricultural inputs distributor in Latin America, today announced its financial results for the fiscal third quarter, ended on March 31, 2023.

Ruy Cunha, CEO of Lavoro commented, “We produced strong year-to-date results that have us on track to deliver pro forma Adjusted EBITDA for fiscal year 2023 in the range of $172-178 million, inclusive of two new M&As. The first one, which was concluded on May 31, is Cromo Química. This company is a strategic addition to our vertically integrated Crop Care platform, adding high-performance adjuvants to our portfolio and further supporting this high-growth category. The other is the Brazilian distribution business, Referência Agroinsumos, which we expect to close by the end of the year. Additionally, we are pleased to offer yet another value-added service to our customers with the launch of our agricultural insurance solutions in partnership with Brasilseg, an insurance company owned by Banco do Brasil. These strategic additions are aimed at leveraging our vertically-integrated Crop Care solutions business and penetrating other related services that are expected to add fuel to the significant margin expansion that we anticipate in the coming years.”

Fiscal Third Quarter 2023 Highlights asCompared to Fiscal Third Quarter 2022:

·	Consolidated revenue declined by 2.6% to $486<br>million in 3Q23 compared to the same period in 2022, affected mainly by (i) the decrease in grain sales; (ii) currency devaluation of<br>the Colombian peso adversely impacting the LatAm Cluster revenue by approximately $10 million (excluding this impact, consolidated revenue<br>for 3Q23 would be basically flat to 3Q22), (iii) biological inputs sales from Crop Care that were brought forward to the end of 1H23 and<br>(iv) reduced prices for fertilizers and herbicides products. On a year-to-date basis, revenue increased 25.3%, reaching $1.5 billion.
·	Gross profit declined by 15.2% to $71.9 million<br>in 3Q23, while gross margin decreased by 2.2 percentage points to 14.8%, primarily reflecting the lower mix of Crop Care on consolidated<br>sales, and lower product margins from fertilizers and herbicides (e.g. glyphosate) owing to decline in prices. To mitigate the impacts,<br>the Company is in negotiations with suppliers regarding the volume of herbicides already acquired (mainly sold). It is worth mentioning<br>the increase in specialties in the mix of inputs sold, a segment with a high margin contribution, represented almost 10% of 3Q23 input<br>revenue (up from 7% last year). On a year-to-date basis, gross profit reached $285 million, up 35% and gross margin improved 1.4 percentage<br>points to 18.6% versus the same period last year.
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·	Operating expenses increased by 17.4%, or ~$7<br>million in 3Q23, of which $2 million was related to new acquisitions infrastructure and $5 million of investments aligned to Lavoro’s<br>organic growth plan (RTVs, back-office enhancement, and points of sale). On a year-to-date basis, operating expenses increased by 32%<br>(~$35 million), similar to the drivers in 3Q23.
·	Non-recurring expenses increased ~ $5 million,<br>due to one-time SPAC bonus to employees in 3Q23. On a year-to-date basis, expenses increased ~ $10 million ($3 million of difference between<br>the fair value of the Union Agro’s net assets and the price paid by the Company, recorded as a gain on 9M22; plus $2 million of<br>impact from stock option plan expenses; plus one-time SPAC bonus).
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·	Nasdaq listing expenses (market value adjustment)<br>reflected in 3Q23 $61.5 million of difference between the fair value of the Lavoro Limited shares issued and the fair value of TPB Acquisition<br>Corp.’s identifiable net assets received in exchange.
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·	Financial results were $13 million higher in 3Q23<br>than 3Q22, as a result of the M&A activities, and market interest rates increase. On a year-to-date basis, financial results were<br>$66 million higher than the previous year, owing to the same drivers.
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·	Net loss was $74.3 million in 3Q23 compared to<br>a net profit of $14.5 million in the prior year, primarily reflecting one-time costs ($61.5 million + $5 million, due to SPAC bonus),<br>currency devaluation in Colombia, biological inputs sales from Crop Care that were brought forward to the end of 1H23, and higher financing<br>expenses.
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·	Adjusted EBITDA in 3Q23 was $25.2 million, reflecting<br>the sales phasing and operating investments aligned with Lavoro’s growth plan strategy. On a year-to-date basis, Adjusted EBITDA<br>grew 38% to $147.9 million and Adjusted EBITDA margin rose 0.9 percentage points to 9.7%
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·	Adjusted Net Loss was $7.3 million in 3Q23, as<br>compared to Adjusted Net Profit of $15.1 million in the prior year period. On a year-to-date basis, Adjusted Net profit was $46 million,<br>increasing 8% over the previous year.
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·	Lavoro continues to execute its M&A strategy<br>and on May 31 it concluded the acquisition of Cromo Química, a leading company specializing in high-performance adjuvants and enhancers<br>for agriculture. This acquisition strengthens Lavoro's Crop Care business segment, which focuses on biological inputs, specialty fertilizers,<br>and post-patent crop protection products.
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·	On May 3, 2023, Lavoro announced its partnership<br>with Brasilseg, an insurance company and affiliate of the Banco do Brasil group, to provide agricultural insurance solutions to Brazilian<br>farmers. This collaboration aligns with Lavoro's expansion strategy, which aims to offer integrated services in what we understand to<br>be an underexplored market in Brazil.
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Summary of Fiscal Third Quarter 2023¹

Highlights of Consolidated Results(US$, Million)	3Q23	3Q22	Chg. %	9M23	9M22	Chg. %
Revenue by Segment	486,414	499,347	-2.6%	1,529,300	1,220,133	25.3%
Brazil Cluster	426,509	432,106	-1.3%	1,304,928	1,034,733	26.1%
LatAm Cluster	48,248	54,847	-12.0%	171,287	156,480	9.5%
Crop Care Cluster	17,054	19,766	-13.7%	110,147	48,936	125.1%
Intercompany²	(5,396)	(7,372)	-26.8%	(57,063)	(20,016)	185.1%
Revenue Breakdown	486,414	499,347	-2.6%	1,529,300	1,220,133	25.3%
Input	432,176	440,564	-1.9%	1,447,654	1,129,754	28.1%
Grains	54,239	58,783	-7.7%	81,646	90,379	-9.7%
Gross Profit	71,898	84,812	-15.2%	285,037	210,501	35.4%
Gross Margin %	14.8%	17.0%	-2.2 p.p.	18.6%	17.3%	1.4 p.p.
Brazil Cluster Margin %	12.1%	15.8%	-3.7 p.p.	16.8%	16.2%	0.7 p.p.
LatAm Cluster Margin %	15.8%	13.9%	1.9 p.p.	16.7%	16.3%	0.3 p.p.
Crop Care Cluster Margin %	46.8%	33.7%	13.0 p.p.	41.5%	35.9%	5.6 p.p.
Operating Expenses	(48,648)	(41,444)	17.4%	(141,656)	(107,058)	32.3%
SG&A	(46,206)	(38,346)	20.5%	(145,220)	(109,865)	32.2%
Others	(2,442)	(3,099)	-21.2%	3,564	2,808	26.9%
Non-recurring Expenses	(5,462)	(609)	796.6%	(8,770)	1,511	-680.5%
Nasdaq Listing Expenses³	(61,531)	-	0.0%	(61,531)	-	0.0%
EBITDA	(41,769)	44,062	-194.8%	77,623	109,104	-28.9%
EBITDA Margin %	-8.6%	8.8%	-17.4 p.p	5.1%	8.9%	-3.9 p.p
Depreciation and Amortization	(8,811)	(6,757)	30.4%	(24,274)	(20,414)	18.9%
Financial Results	(29,365)	(16,356)	79.5%	(91,071)	(25,353)	259.2%
Income taxes current and deferred	5,631	(6,482)	-186.9%	13,391	(19,144)	-170.0%
Net Profit	(74,313)	14,467	-613.7%	(24,331)	44,194	-155.1%
Net Profit Margin %	-15.3%	2.9%	-18.2 p.p	-1.6%	3.6%	-5.2 p.p
Adjusted EBITDA	25,224	44,671	-43.5%	147,923	107,594	37.5%
Adjusted EBITDA Margin %	5.2%	8.9%	-3.8 p.p	9.7%	8.8%	0.9 p.p
Adjusted Net Profit	(7,320)	15,076	-148.6%	45,969	42,683	7.7%
Net Margin %	-1.5%	3.0%	-4.5 p.p	3.0%	3.5%	-0.5 p.p

Note: (1) The amounts in reais provided by Lavoro have been translated to U.S. dollars for illustrative purposes only. The average exchange rate for the third quarter of 2023 (January to March 2023) was BRL 5.1934 to US$1.00, and for the third quarter of 2022 (January to March 2022) it was BRL 5.2264 to US$1.00. The exchange rate for the six months ended on December 31, 2022, was BRL 5.279 to US$1.00, based on the FX rate on the last day of the period. The exchange rate for the six months ended on December 31, 2021, was BRL 5.5700 to US$L1.00, based on the FX rate on the last day of the period. Source: Refinitiv.

Note: (2) Comprehend sales between Crop Care and Brazil Cluster.

Note: (3) Represents expenses related to the business combination with TPB Acquisition Corp I.

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Segment Summary of Fiscal Third Quarter 2023:

Brazil Cluster

Brazil Cluster revenue decreased by 1.3% to $426.5 million, mainly driven by the reduction in grain revenue. Revenue generated from inputs remained consistent with 3Q22. The rise in specialties revenue offset the lower prices for fertilizers and herbicides, which have now returned to historical levels after the supply shortage risk in 2022. The seasonality of input sales also showed a moderate change compared to the previous year but still aligned with Lavoro's historical averages. Segment gross margin declined by 3.7 percentage points to 12.1%, reflecting the lower margins from herbicides (e.g. glyphosate). Gross margin reduction was partially offset by the increased contribution of specialties in the overall mix of inputs sold.

Brazil Cluster Summary(US$, Million)	3Q23	3Q22	Chg. %	9M23	9M22	Chg. %
Revenue Category	426,509	432,106	-1.3%	1,304,928	1,034,733	26.1%
Inputs	372,504	374,246	-0.5%	1,229,516	948,001	29.7%
Grains	54,005	57,859	-6.7%	75,412	86,732	-13.1%
Gross Profit	51,616	68,432	-24.6%	219,732	167,208	31.4%
Gross Margin %	12.1%	15.8%	-3.7 p.p.	16.8%	16.2%	0.7 p.p.

LatAm Cluster

The LatAm Cluster experienced a 12% decrease in revenue, primarily driven by the devaluation of the Colombian currency. On a constant currency basis (local currency, Colombian peso, COP$), the segment achieved 7.1% growth driven by a 7.9% increase in input revenue, specifically in specialties, crop protection, fertilizers, and corn seeds. Additionally, services revenue, which includes the application of inputs for clients, realized a 22% increase, reflecting Lavoro's focus on efficiency and profitability through growth in treated acreage and the acquisition of new clients. LatAm Cluster demonstrated improved operational efficiency, driven by a favorable mix of high-margin inputs and an enhanced commercial strategy, which led to a gross margin expansion of 1.9 percentage points to 15.8% in 3Q23.

LatAm Cluster Summary(USD, Million)	3Q23	3Q22	Chg. %	9M23	9M22	Chg. %
Revenue Category	48,248	54,847	-12.0%	171,287	156,480	9.5%
Inputs	46,142	52,058	-11.4%	159,881	150,212	6.4%
Services	1,873	1,865	0.4%	5,172	2,621	97.4%
Grains	234	924	-74.7%	6,234	3,648	70.9%
Gross Profit	7,609	7,631	-0.3%	28,535	25,579	11.6%
Gross Margin %	15.8%	13.9%	1.9 p.p.	16.7%	16.3%	0.3 p.p.

Crop Care

Crop Care segment revenue declined by 13.7% to $17.1 million primarily due to the phasing of biological input sales to the Brazil Cluster, which part of them was moved forward from 3Q23 to the end of 1H23. Gross margin demonstrated significant improvement, rising by 13 percentage points to reach 46.8%. This increase was primarily driven by the 18% revenue growth in specialty fertilizers, a high-margin product, which experienced both volume and price growth. It is worth noting that Crop Care is a high-margin segment, representing 11% of the total Group's gross profit in 3Q23.

Crop Care Cluster Summary(US$, Million)	3Q23	3Q22	Chg. %	9M23	9M22	Chg. %
Revenue	17,054	19,766	-13.7%	110,147	48,936	125.1%
Intercompany^4^	5,396	7,372	-26.8%	57,063	20,016	185.1%
Gross Profit	7,974	6,664	19.7%	45,755	17,586	160.2%
Gross Margin %	46.8%	33.7%	13.0 p.p.	41.5%	35.9%	5.6 p.p.

Note: (4) Intercompany revenue comprehends sales between Crop Care and Brazil Cluster.

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Recent Business and Commercial Updates

Partnership with Brasilseg to provide rural insurance

On May 3, 2023, Lavoro announced its agreement with Brasilseg, an insurance company and affiliate of the Banco do Brasil group, to offer agricultural insurance solutions to Brazilian farmers. The partnership reflects Lavoro’s expansion strategy, which seeks to implement integrated services aimed at farmers in a market that is still largely unexplored in Brazil. The type of insurance to be offered is called Agrícola Flex, which provides productivity coverage for soybean, corn, and wheat crops. Lavoro will offer insurance products at all its points of sale in Brazil, whether at our retail stores or through on-site visits by our RTVs.

Recent M&As Updates

Closed agreements

Cromo Química

On May 31, Lavoro concluded the acquisition of a majority stake in Cromo Química, a company based in Rio Grande do Sul, in southern Brazil, specializing in the production of high-performance adjuvants for agriculture, focusing on soybean, corn, cotton, and winter crops. The company has a strong presence in the South and Midwest regions of Brazil. The acquisition will be integrated into the Company’s vertically integrated business segment, Crop Care, which operates with biological inputs, specialty fertilizers, and off-patent crop protection products.

Signed acquisitions (BindingMoUs)

NS Agro

As previously announced on August 25, 2022, Lavoro entered into an agreement to acquire an 82% interest in NS Agro, a holding company of agricultural inputs retailers in Chile and Peru, specializing in crop protection and fertilizers.

Due to an extended duration of the diligence process, Lavoro does not anticipate completing the NS Agro transaction by the end of this fiscal year. Given this, the Company believes it is prudent to remove NS Agro from our proforma guidance for 2023. In the meantime, Lavoro remains closely engaged with NS Agro and will provide further updates as appropriate.

Referência Agroinsumos

On February 28, 2023, the Company entered into an agreement to acquire a controlling interest in Referência Agroinsumos. Founded in 2006, Referência has nine distribution locations and more than 80 employees, serving approximately 2,000 customers in the South of Brazil. Referência, which sells inputs of major brands such as Bayer and Corteva, has grown approximately 43% per year in the last four years, opened seven locations in the state, and reported net revenue of approximately BRL 300 million in the 2022 fiscal year. The completion of this acquisition is subject to the usual precedent conditions for this type of transaction, including approval by the regulatory authorities in Brazil.

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Pro forma Financial Information^5^

Consolidated Pro forma (in US$ million)	3Q23	3Q22	Chg. %	9M23	9M22	Chg. %
Pro forma Revenue by Segment	486,415	539,075	-9.8%	1,590,606	1,418,471	12.1%
Pro forma COGS	(414,516)	(446,611)	-7.2%	(1,296,141)	(1,171,792)	10.6%
Pro forma Gross Profit	71,898	92,464	-22.2%	294,466	246,679	19.4%
Pro forma Gross Margin	14.8%	17.2%	-2.4 p.p.	18.5%	17.4%	1.1 p.p.
Pro forma Operating Expenses	(59,010)	(49,684)	18.8%	(173,046)	(139,097)	24.4%
% Pro forma Revenue	-12.1%	-9.2%	-2.9%	-10.9%	-9.8%	-1.1%
Pro forma Adjusted EBITDA	27,013	50,298	-46.3%	154,527	126,955	21.7%
Pro forma Adjusted EBITDA Margin %	5.6%	9.3%	-3.8 p.p.	9.7%	9.0%	0.8 p.p.
Pro forma Profit	(74,324)	19,211	-486.9%	(19,038)	57,024	-133.4%
Pro forma Net Margin %	-15.3%	3.6%	-18.8p.p.	-1.2%	4.0%	-5.2 p.p.

Note: (5) Pro Forma financial information is calculated assuming the acquisitions occurred at the beginning of the period presented and the prior year (rather than just the partial “stub period” contribution). Pro Forma Revenues represent fully combined revenues, which include revenues from non-controlling minority shareholders.

Full Fiscal Year 2023^6,7^ Guidance

Pro forma Guidance6,7,8
(US, Million)
Pro forma Revenue
Pro forma Adjusted EBITDA
Pro forma Adjusted EBITDA Margin %

All values are in US Dollars.

Note: (6) Fiscal year starting on July 1, 2022, and ending on June 30^th^, 2023.

Note: (7) The amounts in reais provided by Lavoro have been translated to U.S. dollars for illustrative purposes only. The exchange rate used was a spot rate of 5.13 for fiscal year 2023.

Note: (8) Pro Forma financial information is calculated assuming the acquisitions occurred at the beginning of the period presented and the prior year (rather than just the partial “stub period” contribution). Pro Forma Revenues represent fully combined revenues, which include revenues from non-controlling minority shareholders.

Pro forma guidance represents (i) the pro forma performance of the Company for FY23 including the full year impact from closed acquisitions. As previously mentioned, the pro forma guidance no longer includes contributions from NS Agro given the delayed completion of the transaction. Excluding the impact of NS Agro, the company anticipates meeting its previous pro forma Adjusted EBITDA guidance.

Consolidated Guidance – Excluding Future M&As6,7
(US, Million)
Consolidated Revenue
Consolidated Adjusted EBITDA
Consolidated Adjusted EBITDA Margin %

All values are in US Dollars.

Note: (6) Fiscal year starting on July 1, 2022, and ending on June 30^th^, 2023.

Note: (7) The amounts in reais provided by Lavoro have been translated to U.S. dollars for illustrative purposes only. The exchange rate used was a spot rate of 5.13 for fiscal year 2023.

The consolidated view accounts for Lavoro’s fiscal year-to-date consolidated reported results, plus an expectation for its to be reported fiscal fourth quarter results (which reflect the lower seasonality inherent in the business). It accounts for Cromo Química’s expected results for the month of June 2023 (one month of acquisition).

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Conference Call Details

The Company will host a conference call and webcast to review its fiscal third quarter 2023 results on Thursday, June 1, 2023, at 5:00 pm ET / 6:00 pm BRT.

The live telephonic conference call can be accessed following registration via this link https://edge.media-server.com/mmc/p/ox7iv3gg. The webcast link is also available via: https://ir.lavoroagro.com/disclosure-and-documents/events/. An archived replay of the webcast will also be available shortly after the live event has concluded.

The live audio webcast will be accessible in the Events section on the Company's Investor Relations website at https://ir.lavoroagro.com/disclosure-and-documents/events/.

Non-IFRS Financial Measures

This press release contains certain non-IFRS financial measures, including Adjusted EBITDA, Adjusted EBITDA Margin, Pro Forma Adjusted EBITDA and Pro Forma Adjusted EBITDA Margin. A non-IFRS financial measure is generally defined as a numerical measure of historical or future financial performance, financial position, or cash flow that purports to measure financial performance but excludes or includes amounts that would not be so adjusted in the most comparable IFRS measure. The Company believes these non-IFRS financial measures provide meaningful supplemental information as they are used by the Company's management to evaluate the Company's performance, and provide additional information about trends in our operating performance prior to considering the impact of capital structure, depreciation, amortization and taxation on our results, as well as the effects of certain items or events that vary widely among similar companies, and therefore may hamper comparability across periods, although these measures are not explicitly defined under IFRS. Management believes that these measures enhance a reader's understanding of the operating and financial performance of the Company and facilitate a better comparison between fiscal periods. Adjusted EBITDA is defined as profit for the period, adjusted for finance income (cost), net, income taxes current and deferred, depreciation and amortization, M&A expenses that in management’s judgment do not necessarily occur on a regular basis, fair value of inventories sold from acquired companies, minus gain on bargain purchases, to provide further meaningful information to evaluate the Company’s performance. Adjusted EBITDA Margin is calculated as Adjusted EBITDA as a percentage of revenue for the period. Pro Forma Adjusted EBITDA is defined as pro forma profit for the period, adjusted for pro forma finance income (costs), net, pro forma income taxes current and deferred, pro forma depreciation and amortization, fair value on inventories sold from acquired companies, and M&A expenses that in management’s judgment do not necessarily occur on a regular basis, minus gain on bargain purchases. Pro Forma Adjusted EBITDA Margin is calculated as Pro Forma Adjusted EBITDA as a percentage of pro forma revenue for the period.

The Company does not intend for the non-IFRS financial measures contained in this release to be a substitute for any IFRS financial information. Readers of this press release should use these non-IFRS financial measures only in conjunction with comparable IFRS financial measures. Reconciliations of the non-IFRS financial measures, Adjusted EBITDA, and Pro Forma Adjusted EBITDA, to their most comparable IFRS measures, are provided in the table below.

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Reconciliationof Adjusted EBITDA and Adjusted EBITDA Pro forma^9,10^

Reconciliation of Adjusted EBITDA<br><br> <br><br><br> <br>(US$, Million)	3Q23	3Q22	Chg. %	9M23	9M22	Chg. %
Net Profit/Loss for the Period	(74,313)	14,467	-613.7%	(24,331)	44,194	-155.1%
(+) Finance income (costs)	29,365	16,356	79.5%	91,071	25,353	259.2%
(+) Income taxes current and deferred	(5,631)	6,482	-186.9%	(13,391)	19,144	-170.0%
(+) Depreciation and amortization	6,837	5,453	25.4%	19,733	16,263	21.3%
(+) Fair value of inventories sold from acquired companies	1,974	1,304	51.4%	4,542	4,150	9.4%
(+) M&A expenses^11^	406	609	-33.4%	1,419	1,774	-20.0%
(-) Gain on bargain purchases^12^	-	-	-	-	(3,285)	-100.0%
(+) Nasdaq Listing expenses¹³	61,531	-	100.0%	61,531	-	100.0%
(+) Stock Option Plan	103	-	100.0%	2,397	-	100.0%
(+) SPAC bonus	4,954	-	100.0%	4,954	-	100.0%
Adjusted EBITDA	25,224	44,671	-43.5%	147,923	107,594	37.5%
(/) Revenue	486,414	499,347	-2.6%	1,529,300	1,220,133	25.3%
Adjusted EBITDA margin %	5.2%	8.9%	-3.8 p.p.	9.7%	8.8%	0.9 p.p.
Reconciliation of Pro forma Adjusted EBITDA(US$ Million)	3Q23	3Q22	Chg. %	9M23	9M22	Chg. %
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Pro forma Net Profit/Loss for the Period	(74,324)	19,211	-486.9%	(19,038)	57,024	-133.4%
(+) Pro forma finance income (costs), net	31,313	16,613	88.5%	91,494	29,296	212.3%
(+) Pro forma income taxes current and deferred	(5,631)	6,956	-180.9%	(12,567)	21,263	-159.1%
(+) Pro forma depreciation and amortization	6,689	5,605	19.3%	19,796	16,733	18.3%
(+) M&A expenses¹¹	406	609	-33.4%	1,419	1,774	-20.0%
(+) Fair value of inventories sold from acquired companies	1,974	1,304	51.4%	4,542	4,150	9.4%
(-) Gain on bargain purchases^12^	-	-	-	-	(3,285)	-100.0%
(+) Listing expenses¹³	61,531	-	100.0%	61,531	-	-
(+) Stock Option	103		100.0%	2,397		100.0%
(+) SPAC bonuses	4,954		100.0%	4,954		100.0%
Pro forma Adjusted EBITDA	27,013	50,298	-46.3%	154,527	126,955	21.7%
(/) Pro forma revenue	486,415	539,075	-9.8%	1,590,606	1,418,471	12.1%
Pro forma Adjusted EBITDA margin %	5.6%	9.3%	-3.8 p.p.	9.7%	9.0%	0.8 p.p.

Note: (9) The amounts in reais provided by Lavoro have been translated to U.S. dollars for illustrative purposes only. The average exchange rate for the third quarter of 2023 (January to March 2023) was BRL 5.1934 to US$1.00, and for the third quarter of 2022 (January to March 2022) it was BRL 5.2264 to US$1.00. The exchange rate for the six months ended on December 31, 2022, was BRL 5.279 to US$1.00, based on the FX rate on the last day of the period. The exchange rate for the six months ended on December 31, 2021, was BRL 5.5700 to US$L1.00, based on the FX rate on the last day of the period. Source: Refinitiv.

Note: (10) Pro Forma financial information is calculated assuming the acquisitions occurred at the beginning of the period presented and the prior year (rather than just the partial “stub period” contribution). Pro Forma Revenues represent fully combined revenues, which include revenues from non-controlling minority shareholders.

Note: (11) M&A expenses primarily include M&A accounting and tax due diligence expenses.

Note: (12) Difference between the fair value of the Union Agro`s net assets and the price paid by the Company, recorded as a gain.

Note: (13) Represents expenses related to the business combination with TPB Acquisition Corp I.

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Reconciliationof Adjusted Profit (Loss) ^14^

Reconciliation of Adjusted Profit/Loss(US$ Million)	3Q23	3Q22	Chg. %	9M23	9M22	Chg. %
Profit/Loss for the Period	(74,313)	14,467	-613.7%	(24,331)	44,194	-155.1%
(+) M&A expenses^15^	406	609	-33.4%	1,419	1,774	-20.0%
(-) Gain on bargain purchases^16^	-	-	-	-	(3,285)	-100.0%
(+) Nasdaq Listing expenses^17^	61,531	-	100.0%	61,531	-	100.0%
(+) Stock Option Plan	103	-	100.0%	2,397	-	100.0%
(+) SPAC bonus	4,954	-	100.0%	4,954	-	100.0%
Adjusted Net Profit/Loss	(7,320)	15,076	-148.6%	45,969	42,683	7.7%
(/) Revenue	486,415	539,075	-9.8%	1,590,606	1,418,471	12.1%
Adjusted Net Profit/Loss margin %	-1.5%	3.0%	-4.5 p.p.	3.0%	3.5%	-0.5 p.p.

Note: (14) The amounts in reais provided by Lavoro have been translated to U.S. dollars for illustrative purposes only. The average exchange rate for the third quarter of 2023 (January to March 2023) was BRL 5.1934 to US$1.00, and for the third quarter of 2022 (January to March 2022) it was BRL 5.2264 to US$1.00. The exchange rate for the six months ended on December 31, 2022, was BRL 5.279 to US$1.00, based on the FX rate on the last day of the period. The exchange rate for the six months ended on December 31, 2021, was BRL 5.5700 to US$L1.00, based on the FX rate on the last day of the period. Source: Refinitiv.

Note: (15) M&A expenses primarily include M&A accounting and tax due diligence expenses.

Note: (16) Difference between the fair value of the Union Agro`s net assets and the price paid by the Company, recorded as a gain.

Note: (17) Represents expenses related to the business combination with TPB Acquisition Corp I.

AboutLavoro

Lavoro is Brazil's largest agricultural inputs retailer and the first in Latin America to be listed on the Nasdaq Stock

Market under the "LVRO" and "LVROW" tickers. Through a comprehensive portfolio of products and services, the company empowers farmers to adopt breakthrough technology and boost productivity. Founded in 2017, Lavoro has a broad geographical presence, operating in Brazil, Colombia, and Uruguay, serving about 72,000 customers, through its physical presence, in more than 210 stores distributed in Latin America and with a team of over 1,000 technical sales consultants, and digital, with its marketplace Learn more about Lavoro at ir.lavoroagro.com.

ReportableSegments

Lavoro’s reportable segments are the following:

Brazil Cluster: comprises companies dedicated to the distribution of agricultural inputs such as crop protection, seeds, fertilizers, and specialty products, in Brazil.

LatAm Cluster: includes companies dedicated to the distribution of agricultural inputs outside Brazil (currently primarily in Colombia).

Crop Care Cluster: includes companies that produce and import our own portfolio of private label products including specialty products (e.g., biologicals and specialty fertilizers) and off-patent crop protection.

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Lavoro’s Fiscal Year

Lavoro follows the crop year, which means that its fiscal year comprises July 1^st^ of each year, until June 30^th^ of the following year. Given this, Lavoro’s quarters have the following format:

1Q – quarter starting on July 1 and ending on September 30.

2Q – quarter starting on October 1 and ending on December 31.

3Q – quarter starting on January 1 and ending on March 31.

4Q – quarter starting on April 1 and ending on June 30.

Definitions

RTVs: refer to Lavoro’s technical sales representatives (Representante Técnico de Vendas), who are linked to its retail stores, and who develop commercial relationships with farmers.

Forward-Looking Statements

The contents of any website mentioned or hyperlinked in this press release are for informational purposes and the contents thereof are not part of or incorporated into this press release.

Certain statements made in this press release are “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “aims,” “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target” or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding the expectations regarding the growth of Lavoro’s business and its ability to realize expected results, grow revenue from existing customers, and consummate acquisitions; opportunities, trends, and developments in the agricultural input industry, including with respect to future financial performance in the industry. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as and must not be relied on by any investor as, a guarantee, an assurance, a prediction, or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of Lavoro.

These forward-looking statements are subject to a number of risks and uncertainties, including but not limited to, the outcome of any legal proceedings that may be instituted against Lavoro related to the business combination agreement or the transaction; the ability to maintain the listing of Lavoro’s securities on Nasdaq; the price of Lavoro’s securities may be volatile due to a variety of factors, including changes in the competitive and regulated industries in which Lavoro operates, variations in operating performance across competitors, changes in laws and regulations affecting Lavoro’s business; Lavoro’s inability to meet or exceed its financial projections and changes in the consolidated capital structure; changes in general economic conditions, including as a result of the COVID-19 pandemic; the ability to implement business plans, forecasts, and other expectations, changes in domestic and foreign business, market, financial, political and legal conditions; the outcome of any potential litigation, government and regulatory proceedings, investigations and inquiries; costs related to the business combination and being a public company and other risks and uncertainties indicated from time to time in the proxy statement/prospectus filed by Lavoro relating to the business combination or in the future, including those under “Risk Factors” therein, and in TPB Acquisition Corp.’s or Lavoro’s other filings with the SEC. If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that Lavoro currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements.

In addition, forward-looking statements reflect Lavoro’s expectations, plans, or forecasts of future events and views as of the date of this press release. Lavoro anticipates that subsequent events and developments will

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cause Lavoro’s assessments to change. However, while Lavoro may elect to update these forward-looking statements at some point in the future, Lavoro specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing Lavoro’s assessments as of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements.

Contact

Julian Garrido

julian.garrido@lavoroagro.com

Fernanda Rosa

fernanda.rosa@lavoroagro.com

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Exhibit 99.2

2 Highly confidencial and trade secret Disclaimer The contents of any website mentioned or hyperlinked in this presentation are for informational purposes and the contents thereof are not part of or incorporated into this presentation . Certain statements made in this presentation are “forward - looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995 . Forward - looking statements may be identified by the use of words such as “aims,” “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target” or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters . These forward - looking statements include, but are not limited to, statements regarding the expectations regarding the growth of Lavoro's business and its ability to realize expected results, grow revenue from existing customers, and consummate acquisitions ; opportunities, trends, and developments in the agricultural input industry, including with respect to future financial performance in the industry . These forward - looking statements are provided for illustrative purposes only and are not intended to serve as and must not be relied on by any investor as, a guarantee, an assurance, a prediction, or a definitive statement of fact or probability . Actual events and circumstances are difficult or impossible to predict and will differ from assumptions . Many actual events and circumstances are beyond the control of Lavoro . These forward - looking statements are subject to a number of risks and uncertainties, including but not limited to, the outcome of any legal proceedings that may be instituted against Lavoro related to the business combination agreement or the transaction ; the ability to maintain the listing of Lavoro's securities on Nasdaq ; the price of Lavoro's securities may be volatile due to a variety of factors, including changes in the competitive and regulated industries in which Lavoro operates, variations in operating performance across competitors, changes in laws and regulations affecting Lavoro's business ; Lavoro's inability to meet or exceed its financial projections and changes in the consolidated capital structure ; changes in general economic conditions, including as a result of the COVID - 19 pandemic ; the ability to implement business plans, forecasts, and other expectations, changes in domestic and foreign business, market, financial, political and legal conditions ; the outcome of any potential litigation, government and regulatory proceedings, investigations and inquiries ; costs related to the business combination and being a public company and other risks and uncertainties indicated from time to time in the proxy statement/prospectus filed by Lavoro relating to the business combination or in the future, including those under “Risk Factors” therein, and in Lavoro's other filings with the SEC . If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward - looking statements . There may be additional risks that Lavoro currently believes are immaterial that could also cause actual results to differ from those contained in the forward - looking statements . In addition, forward - looking statements reflect Lavoro's expectations, plans, or forecasts of future events and views as of the date of this presentation . Lavoro anticipates that subsequent events and developments will cause Lavoro's assessments to change . However, while Lavoro may elect to update these forward - looking statements at some point in the future, Lavoro specifically disclaims any obligation to do so . These forward - looking statements should not be relied upon as representing Lavoro's assessments as of any date subsequent to the date of this presentation . Accordingly, undue reliance should not be placed upon the forward - looking statements . We have prepared this presentation solely for informational purposes . The information in this presentation does not constitute or form part of, and should not be construed as, an offer or invitation to subscribe for, underwrite or otherwise acquire, any of our securities or securities of our subsidiaries or affiliates, not should it or any part of it form the basis of, or be relied on, in connection with any contract to purchase or subscribe for any of our securities or securities of any of our subsidiaries or affiliates, nor shall it or any part of it form the basis of, or be relied on, in connection with any contract or commitment whatsoever . This presentation also includes certain non - GAAP financial information . We believe that such information is meaningful and useful in understanding the activities and business metrics of our operations . We also believe that these non - GAAP financial measures reflect an additional way of viewing aspects of our business that, when viewed with our International Financial Reporting Standards (“IFRS”) results, as issued by the International Accounting Standards Board, provide a more complete understanding of factors and trends affecting our business . Further, investors regularly rely on non - GAAP financial measures to assess operating performance and such measures may highlight trends in our business that may not otherwise be apparent when relying on financial measures calculated in accordance with IFRS . We also believe that certain non - GAAP financial measures are frequently used by securities analysts, investors and other interested parties in the evaluation of public companies in our industry, many of which present these measures when reporting their results . The non - GAAP financial information is presented for informational purposes and to enhance understanding of the IFRS financial statements . The non - GAAP measures should be considered in addition to results prepared in accordance with IFRS, but not as a substitute for, or superior to, IFRS results . As other companies may determine or calculate this non - GAAP financial information differently, the usefulness of these measures for comparative purposes is limited . A reconciliation of such non - GAAP financial measures to the nearest GAAP measure is included in this presentation .

3Q23 and 9M23 Earnings Call June 1, 2023

4 Highly confidencial and trade secret CEO Remarks Brazil Market Fundamentals ▪ Farmers income remains strong, a key positive driver for ag inputs demand ▪ Current ag input sales bookings for the upcoming crop season marginally lower compared to corresponding period last year, as farmers exercise caution due to the fluctuating pricing dynamics of inputs Business Performance ▪ 3Q23 revenue and gross margins negatively impacted y/y by modest timing shift in favor of 1H, lower Colombian Peso, and lower crop protection and fertilizer input prices ▪ Consolidated YTD FY3Q23 revenue of +25% y/y, driven both by strong retail and Crop Care performance, consistent with our organic growth plans Strategic Updates ▪ Successful acquisition of Cromo Química , further strengthening Crop Care’s portfolio ▪ Launched new tailored agricultural insurance solutions via a strategic partnership ▪ Closing of previously - announced NS Agro delayed to FY24

5 Highly confidencial and trade secret Lavoro (1) As of December 2022 (2) In constant currency at USD/BRL 5.11; (3) Some signed MOUs are non - binding. The first Latin American agricultural inputs distributor listed in the USA. Brazil Paraguay Uruguay Chile Peru Colombia Presence in Brazilian states Countries with presence Near - term entry Multiple Cultures Complete Portfolio Service Offer Vertically Integrated Digital 3 countries countries 29 Completed acquisitions 8 Companies in pipeline (MOUs signed) 3 M&A Ag Inputs Distribution in Brazil and LatAm Own portfolio of Private Label Inputs Business Segments #1 Ag inputs retailer in Brazil 1,000+ RTVs ¹ 72,000+ Farmers ¹ 210+ Stores ¹ ~150M Acres covered in LatAm Scale 69% Revenue CAGR FY20 - FY22 2 For illustrative purposes only, Lavoro has translated its amounts in reais to U.S. dollars. The average exchange rate for the th ird quarter of 2023 (January to March 2023) was R$ 5.193421389 to BRL1.00, and for the third quarter of 2022 (January to Marc h 2 022) it was 5.226428125 to BRL1.00. The exchange rate for the six months ended on December 31, 2022, was 5.27975 to BRL1.00, based on the FX rate on that date. The exchange rate for t he six months ended on December 31, 2021, was R$ 5.57000 to BRL1.00, based on the FX rate on that date. Source: Refinitiv. Lavoro follows the crop year, as the 3Q 23 is the period between Jan23 and Mar23 and 3Q 22 is the period between Jan22 and Ma r22 . 9M22 comprehends the period between Jul21 to Mar21 and 9M23 comprehends the period between Jul22 to Mar23.

6 Highly confidencial and trade secret Paraná (West) Market Outlook - Brazil Grain Production ( million tons) Farmers’ Income – Soybeans + Winter Crop (R$/ha) Soybean 127,402 140,955 129,535 155,490 161,680 1 2 3 4 5 21/22 20/21 19/20 23/24e 22/23e +5% Corn +10% 21/22 20/21 19/20 23/24e 22/23e 27.347 29.881 109.401 127.062 26.375 77.328 25.994 92.185 33.335 97.181 118.179 104.675 87.858 61.483 142.736 1st Crop Winter Crop Mato Grosso (Center - North) Paraná (West) 13 14 13 17 13 20 26 26 17 15 6 4 8 21 21 17 16 24 19 2 41 43 33 13 19/20 - 1 14/15 15/16 16/17 17/18 18/19 20/21 21/22 22/23e 23/24e Corn Soybean 15 21 21 47 38 Soybeans bags/ha 19 17 19 22 5 25 28 20 16 19 20 23 8 9 21 32 12 - 10 18 22 40 33 41 30 57 Corn Soybean 39 40 27 11 25 19/20 14/15 15/16 16/17 17/18 18/19 20/21 21/22 22/23e 23/24e Key Takeaways Source: Agroconsult May/23 Increase in grain production for the 22/23 crop season. Soybean production stands out with the highest growth (+20%), followed by Corn (+8%) Soybean: Good yields in virtually all regions, positively impacted by favorable weather conditions during crop development Corn: Excellent conditions in developing crops consolidate the forecast for a record harvest Farmer’s income: Grain prices under pressure being offset by reducing input prices, 'balancing' levels of barter exchange rate and farmers’ profitability. Corn continues to increase its relevance for farmers’ annual income. +20% +8%

7 Highly confidencial and trade secret Financial Summary Revenue Gross Profit and margin % In m illion US$ Adj. EBITDA and Adj. EBITDA margin% - 2.6% Adj. Profit and Adj Profit margin% 499,347 486,414 3Q22 3Q23 84,812 71,898 3Q22 3Q23 17.0% 14.8% - 15.2% 44,671 25,224 3Q22 3Q23 - 43.5% 8.9% 5.2% 15,076 (7,320) 3Q22 3Q23 - 148.6% 3.0% - 1.5% 25.3% 1,220,133 1,529,300 9M22 9M23 210,501 285,037 9M22 9M23 17.3% 18.6% 35.4% 42,683 45,969 9M22 9M23 7.7% 3.5% 3.0% 107,594 147,923 9M22 9M23 8.8% 9.7% 37.5% Revenue decreased by 3% vs 3Q22 due to currency devaluation in Colombia (~ - $10 M) and sales timing shift to 1H23. Strong 25% growth on a YTD basis Gross Profit decreased by 15% in 3Q23 due to the revenue reduction and margin decrease (Crop Care’s sales phasing + lower margins from herbicides). On a YTD basis, 1.3 p.p. margin expansion Adjusted EBITDA decreased to $25.2 million, reflecting the input sales phasing and operating expenses investments aligned with Lavoro’s growth plan strategy. On a YTD basis, Adjusted EBITDA increased by 38% Adjusted Profit was impacted by higher financing expenses, as a result of the M&A activities, and market interest rates increase Key Takeaways 3Q23 vs. 3Q22 9M23 vs. 9M22 Note: (1) For illustrative purposes only, Lavoro has translated its amounts in reais to U.S. dollars. The average exchange ra te for the third quarter of 2023 (January to March 2023) was R$ 5.193421389 to BRL1.00, and for the third quarter of 2022 (January to March 2022) it was 5.226428125 to BRL1.00. The exchange rate for the six months ended on December 31, 202 2, was 5.27975 to BRL1.00, based on the FX rate on that date. The exchange rate for the six months ended on December 31, 2021, was R$ 5.57000 to BRL1.00, based on the FX rate on that date. Source: Refinitiv. Note (2) Lavoro follows the crop year, as the 3Q 23 is the period between Jan23 and Mar23 and 3Q 22 is the period between Jan 22 and Mar22. 9M22 comprehends the period between Jul21 to Mar22 and 9M23 comprehends the period between Jul22 to Mar23.

8 Highly confidencial and trade secret 1 2 1,130 1,448 90 82 9M22 9M23 Grains Inputs 441 432 59 54 3Q22 3Q23 Grains Inputs 13% ( 156 ) 4% ( 49 ) 85% ( 1.035 ) - 2% ( - 20 ) 1,529 1,220 Revenue by Segment 25.3% 1 2 4% (20 ) 87% (432 ) 10% (48 ) 11% ( 55 ) 3Q23 - 1% ( - 7 ) 4% ( 17 ) 88% (427 ) - 1% ( - 5 ) 3Q22 486 499 Crop Care Latam Brazil Intercompany - 2.6 % Crop Care Latam Brazil Intercompany 88% 11% 12% 89% 500 - 2.6 % 486 93% 5% 7% 95% 1,220 25.3 % 1,529 Consolidated revenue declined by 2.6% to $486 million in 3Q23, driven by: I. Currency devaluation in Colombia, which had a negative impact ($10 million) II. Biological inputs sales from Crop Care that were brought forward to the end of 1H23 III. Reduced prices from herbicides and fertilizers impacting Brazil and LatAm Consolidated revenue in 9M23 showed growth of 25.3%, with expansion across all segments Crop Care stands out with a remarkable year - on - year increase of 125% Key Takeaways 9M23 9M22 7% ( 110 ) 85% ( 1.305 ) 11% ( 171 ) - 4% ( - 57 ) In m illion US$ 3Q23 vs. 3Q22 9M23 vs. 9M22 Note: (1) For illustrative purposes only, Lavoro has translated its amounts in reais to U.S. dollars. The average exchange ra te for the third quarter of 2023 (January to March 2023) was R$ 5.193421389 to BRL1.00, and for the third quarter of 2022 (January to March 2022) it was 5.226428125 to BRL1.00. The exchange rate for the six months ended on December 31, 202 2, was 5.27975 to BRL1.00, based on the FX rate on that date. The exchange rate for the six months ended on December 31, 2021, was R$ 5.57000 to BRL1.00, based on the FX rate on that date. Source: Refinitiv. Note (2) Lavoro follows the crop year, as the 3Q 23 is the period between Jan23 and Mar23 and 3Q 22 is the period between Jan 22 and Mar22. 9M22 comprehends the period between Jul21 to Mar22 and 9M23 comprehends the period between Jul22 to Mar23.

9 Highly confidencial and trade secret Gross Profit and Gross Margin % 1 2 7 68 8 8 3Q23 2 3 88% (427 ) 5 3Q22 72 85 Crop Care Latam Brazil Intercompany - 15.2 % Gross Profit Gross Margin % 52 1 2 18 167 29 26 9M23 0 46 88% (427 ) - 9 9M22 285 211 Crop Care Latam Brazil Intercompany 35.4 % 220 Brazil Latam Crop Care Gross profit declined by 15.2% to $71.9 million in 3Q23, while gross margin decreased by 2.2 percentage points to 14.8%, chiefly driven by: I. lower mix of Crop Care on the consolidated basis II. lower margins from fertilizers and herbicides (e.g. glyphosate). To mitigate the impacts, the Company is in negotiations with suppliers regarding the volume of herbicides already acquired (mainly sold). III. Margins benefited from the increase in specialties on the mix of inputs sold, a segment with a high - margin contribution Gross profit for 9M23 increased by 35.4%, with gross margin rising by 1.4 percentage points. Crop Care gross margin expanded to 46.8% 13.9% 15.8% 3Q23 3Q23 9.7% 1.9 p.p. 15.8% 12.1% 3Q23 3Q23 - 3.7 p.p. 33.7% 46.8% 3Q23 3Q23 13.0 p.p. 16.3% 16.7% 9M22 9M23 0.3 p.p. 16.2% 16.8% 9M23 9M22 0.7 p.p. 35.9% 41.5% 9M22 9M23 5.6 p.p. 17.0% Key Takeaways Brazil Latam Crop Care 14.8% 17.3% 18.6% In m illion US$ 3Q23 vs. 3Q22 9M23 vs. 9M22 Note: (1) For illustrative purposes only, Lavoro has translated its amounts in reais to U.S. dollars. The average exchange ra te for the third quarter of 2023 (January to March 2023) was R$ 5.193421389 to BRL1.00, and for the third quarter of 2022 (January to March 2022) it was 5.226428125 to BRL1.00. The exchange rate for the six months ended on December 31, 202 2, was 5.27975 to BRL1.00, based on the FX rate on that date. The exchange rate for the six months ended on December 31, 2021, was R$ 5.57000 to BRL1.00, based on the FX rate on that date. Source: Refinitiv. Note (2) Lavoro follows the crop year, as the 3Q 23 is the period between Jan23 and Mar23 and 3Q 22 is the period between Jan 22 and Mar22. 9M22 comprehends the period between Jul21 to Mar22 and 9M23 comprehends the period between Jul22 to Mar23.

10 Highly confidencial and trade secret Guidance Full Fiscal Year 2023 Pro forma Guidance 1,2 Full Year Fiscal 2023 (in US$ million ) Pro forma Revenue 1,990 ≤ ∆ ≤ 2,130 Pro forma Adjusted EBITDA 172 ≤ ∆ ≤ 178 Pro forma Adjusted EBITDA Margin % 8.4% ≤ ∆ ≤ 8.6% Concept : • Pro forma performance of the Company for FY23 including the full year impact from closed acquisitions • Cromo Química and Referência Agroinsumos acquisitions ’ full year results Represents the original guidance ( $ 210 M of Adjusted EBITDA) adjusted to reflect the postponement of the NS Agro transaction In m illion US$ Note: (1) For illustrative purposes only, Lavoro has translated its amounts in reais to U.S. dollars. The average exchange ra te for the third quarter of 2023 (January to March 2023) was R$ 5.193421389 to BRL1.00, and for the third quarter of 2022 (January to March 2022) it was 5.226428125 to BRL1.00. The exchange rate for the six months ended on December 31, 202 2, was 5.27975 to BRL1.00, based on the FX rate on that date. The exchange rate for the six months ended on December 31, 2021, was R$ 5.57000 to BRL1.00, based on the FX rate on that date. Source: Refinitiv. Note (2) Lavoro follows the crop year, as the 3Q 23 is the period between Jan23 and Mar23 and 3Q 22 is the period between Jan 22 and Mar22. 9M22 comprehends the period between Jul21 to Mar22 and 9M23 comprehends the period between Jul22 to Mar23. Consolidated Guidance – Excluding Future M&As 1,2 Full Year Fiscal 2023 (in US$ million) Consolidated Revenue 1,950 ≤ ∆ ≤ 2,050 Consolidated Adjusted EBITDA 154 ≤ ∆ ≤ 159 Consolidated Adjusted EBITDA Margin % 7.8% ≤ ∆ ≤ 7.9% Concept : • Represents Lavoro’s fiscal year - to - date consolidated reported results, plus an expectation for its to be reported fiscal fourth quarter results • Accounts for Cromo Quimica June/23 expected results (1 month) Represents a 60 - 65% growth in Adjusted EBITDA vs. FY22

11 Highly confidencial and trade secret M&A Updates Industry and HQ in Estrela – RS • Closed: 05/2023 • Company produces high - performance adjuvants for agriculture. The acquisition strengthens CropCare specialties portfolio and the vertical integration potential with Lavoro • # of Employees: +19 (+10 RTVs) RS Estrela Cromo Química 25 locations in Chile in the blue area and + 5 locations in Peru *Out of Scale HQ Peru Chile • Signed: 08/2022 • Holding company of agricultural inputs retailers in Chile and Peru, specializing in crop protection and fertilizers. NS Agro’s acquisition has been postponed. • # of Employees: +350 (90 RTV’s) NS Agro Referência • Signed: 02/2023 • R elevant presence in the Central and Southern region of the Rio Grande do Sul state • # of Employees: +80 (+25 RTVs) 9 Stores with HQ in Dom Pedrito RS Dom Pedrito

12 Highly confidencial and trade secret Strategic Initiatives Update Inauguration of Lavoro’s largest store in Latin America, located in Sorriso (Mato Grosso) New strategic partnership with Brasilseg to deliver tailored agricultural insurance solutions Launching of the "Soja Certa " campaign for the 23/24 crop cycle, offering special conditions for customers to negotiate inputs using Barter contracts Agrobiológica new site ( Itápolis ), to be operational by Dec/23. Production process under validation, addition of 10 - 13M liters to the 24/25 (totaling 14 - 17 M liters)

13 Highly confidencial and trade secret Key Takeaways 25% YoY growth in Revenues and 38% YoY growth in Adjusted EBITDA 1 in 9 months² Successful execution on the strategic agenda including Crop Care acceleration and new services launch NS Agro acquisition delayed to FY 24 to ensure we properly finish all the steps in the diligence process Updated FY 2023 guidance, reflecting NS Agro postponement Note: (1) Consolidated Results Note (2) Lavoro follows the crop year, as the 3Q 23 is the period between Jan23 and Mar23 and 3Q 22 is the period between Jan 22 and Mar22. 9M22 comprehends the period between Jul21 to Mar22 and 9M23 comprehends the period between Jul22 to Mar23.

1 Highly confidencial and trade secret Reconciliation of Adjusted EBITDA Note: (9) The amounts in reais provided by Lavoro have been translated to U.S. dollars for illustrative purposes only. The av era ge exchange rate for the third quarter of 2023 (January to March 2023) was BRL 5.1934 to US$1.00, and for the third quarter of 2022 (January to March 2022) it was BRL 5.2264 to US$1.00. The exchange rate for the si x m onths ended on December 31, 2022, was BRL 5.279 to US$1.00, based on the FX rate on the last day of the period. The exchange rate for the six months ended on December 31, 2021, was BRL 5.5700 to US$ 1.00 , based on the FX rate on the last day of the period. Source: Refinitiv. Note: (10) Pro Forma financial information is calculated assuming the acquisitions occurred at the beginning of the period pr ese nted and the prior year (rather than just the partial “stub period” contribution). Pro Forma Revenues represent fully combined revenues, which include revenues from non - controlling minority shareholders. Note: (11) M&A expenses primarily include M&A accounting and tax due diligence expenses. Note: (12) Difference between the fair value of the Union Agro`s net assets and the price paid by the Company, recorded as a gai n. Note: (13) Represents expenses related to the business combination with TPB Acquisition Corp I. Reconciliation of Adjusted EBITDA (US$, Million) 3Q23 3Q22 Chg. % 9M23 9M22 Chg. % Net Profit/Loss for the Period (74,313) 14,467 - 613.7% (24,331) 44,194 - 155.1% (+) Finance income (costs) 29,365 16,356 79.5% 91,071 25,353 259.2% (+) Income taxes current and deferred (5,631) 6,482 - 186.9% (13,391) 19,144 - 170.0% (+) Depreciation and amortization 6,837 5,453 25.4% 19,733 16,263 21.3% (+) Fair value of inventories sold from acquired companies 1,974 1,304 51.4% 4,542 4,150 9.4% (+) M&A expenses 11 406 609 - 33.4% 1,419 1,774 - 20.0% ( - ) Gain on bargain purchases 12 - - - - (3,285) - 100.0% (+) Nasdaq Listing expenses¹³ 61,531 - 100.0% 61,531 - 100.0% (+) Stock Option Plan 103 - 100.0% 2,397 - 100.0% (+) SPAC bonus 4,954 - 100.0% 4,954 - 100.0% Adjusted EBITDA 25,224 44,671 - 43.5% 147,923 107,594 37.5% (/) Revenue 486,414 499,347 - 2.6% 1,529,300 1,220,133 25.3% Adjusted EBITDA margin % 5.2% 8.9% - 3.8 p.p. 9.7% 8.8% 0.9 p.p.

2 Highly confidencial and trade secret Reconciliation of Pro Forma Adjusted EBITDA Note: (9) The amounts in reais provided by Lavoro have been translated to U.S. dollars for illustrative purposes only. The av era ge exchange rate for the third quarter of 2023 (January to March 2023) was BRL 5.1934 to US$1.00, and for the third quarter of 2022 (January to March 2022) it was BRL 5.2264 to US$1.00. The exchange rate for the si x m onths ended on December 31, 2022, was BRL 5.279 to US$1.00, based on the FX rate on the last day of the period. The exchange rate for the six months ended on December 31, 2021, was BRL 5.5700 to US$ 1.00 , based on the FX rate on the last day of the period. Source: Refinitiv. Note: (10) Pro Forma financial information is calculated assuming the acquisitions occurred at the beginning of the period pr ese nted and the prior year (rather than just the partial “stub period” contribution). Pro Forma Revenues represent fully combined revenues, which include revenues from non - controlling minority shareholders. Note: (11) M&A expenses primarily include M&A accounting and tax due diligence expenses. Note: (12) Difference between the fair value of the Union Agro`s net assets and the price paid by the Company, recorded as a gai n. Note: (13) Represents expenses related to the business combination with TPB Acquisition Corp I. Reconciliation of Pro forma Adjusted EBITDA (US$ Million) 3Q23 3Q22 Chg. % 9M23 9M22 Chg. % Pro forma Net Profit/Loss for the Period (74,324) 19,211 - 486.9% (19,038) 57,024 - 133.4% (+) Pro forma finance income (costs), net 31,313 16,613 88.5% 91,494 29,296 212.3% (+) Pro forma income taxes current and deferred (5,631) 6,956 - 180.9% (12,567) 21,263 - 159.1% (+) Pro forma depreciation and amortization 6,689 5,605 19.3% 19,796 16,733 18.3% (+) M&A expenses¹¹ 406 609 - 33.4% 1,419 1,774 - 20.0% (+) Fair value of inventories sold from acquired companies 1,974 1,304 51.4% 4,542 4,150 9.4% ( - ) Gain on bargain purchases 12 - - - - (3,285) - 100.0% (+) Listing expenses¹³ 61,531 - 100.0% 61,531 - - (+) Stock Option 103 100.0% 2,397 100.0% (+) SPAC bonuses 4,954 100.0% 4,954 100.0% Pro forma Adjusted EBITDA 27,013 50,298 - 46.3% 154,527 126,955 21.7% (/) Pro forma revenue 486,415 539,075 - 9.8% 1,590,606 1,418,471 12.1% Pro forma Adjusted EBITDA margin % 5.6% 9.3% - 3.8 p.p. 9.7% 9.0% 0.8 p.p.

3 Highly confidencial and trade secret Reconciliation of Adjusted Net Profit (Loss) Note: (14) The amounts in reais provided by Lavoro have been translated to U.S. dollars for illustrative purposes only. The a ver age exchange rate for the third quarter of 2023 (January to March 2023) was BRL 5.1934 to US$1.00, and for the third quarter of 2022 (January to March 2022) it was BRL 5.2264 to US$1.00. The exchange rate for the si x m onths ended on December 31, 2022, was BRL 5.279 to US$1.00, based on the FX rate on the last day of the period. The exchange rate for the six months ended on December 31, 2021, was BRL 5.5700 to US$L1.00 , based on the FX rate on the last day of the period. Source: Refinitiv. Note: (15) M&A expenses primarily include M&A accounting and tax due diligence expenses. Note: (16) Difference between the fair value of the Union Agro`s net assets and the price paid by the Company, recorded as a gai n. Note: (17) Represents expenses related to the business combination with TPB Acquisition Corp I . Reconciliation of Adjusted Profit/Loss (US$ Million) 3Q23 3Q22 Chg. % 9M23 9M22 Chg. % Profit/Loss for the Period (74,313) 14,467 - 613.7% (24,331) 44,194 - 155.1% (+) M&A expenses 15 406 609 - 33.4% 1,419 1,774 - 20.0% ( - ) Gain on bargain purchases 16 - - - - (3,285) - 100.0% (+) Nasdaq Listing expenses 17 61,531 - 100.0% 61,531 - 100.0% (+) Stock Option Plan 103 - 100.0% 2,397 - 100.0% (+) SPAC bonus 4,954 - 100.0% 4,954 - 100.0% Adjusted Net Profit/Loss (7,320) 15,076 - 148.6% 45,969 42,683 7.7% (/) Revenue 486,415 539,075 - 9.8% 1,590,606 1,418,471 12.1% Adjusted Net Profit/Loss margin % - 1.5% 3.0% - 4.5 p.p. 3.0% 3.5% - 0.5 p.p.

Exhibit 99.3

Content

Unaudited interim condensed consolidated financial statements		****
Interim condensed consolidated statement of financial position		5
Interim condensed consolidated statement of profit or loss		7
Interim condensed consolidated statement of comprehensive income or loss		8
Interim condensed consolidated statement of changes in equity		9
Interim condensed consolidated statement of cash flows		10
1.	Background information	12
2.	Significant accounting policies	15
3.	Segment information	20
4.	Cash equivalents	24
5.	Trade receivables	24
6.	Financial instruments	25
7.	Financial and capital risk management	28
8.	Inventories	35
9.	Taxes recoverable	36
10.	Commodity forward contracts – Barter transactions	36
11.	Right-of-use assets and lease liabilities	37
12.	Property, plant and equipment	39
13.	Intangible assets	40
14.	Trade payables	42
15.	Borrowings	42
16.	Obligations to FIAGRO quota holders	44
17.	Payables for the acquisition of subsidiaries	45
18.	Acquisition of subsidiaries	45
19.	Accounting considerations related to the SPAC Transaction	52
20.	Income taxes	54
21.	Provisions for contingencies	56
22.	Advances from customers	56
23.	Related parties	57
24.	Equity	58
25.	Revenue from contracts with customers	63
26.	Costs and expenses by nature	64
27.	Finance income (costs)	65
28.	Other operating (expenses) income, net	66
29.	Non-cash transactions	67
30.	Subsequent events	67
4
---
Interim condensed consolidated statement of financialposition<br><br><br><br><br><br><br><br>As of<br><br><br><br><br><br><br><br><br><br>(In thousands of Brazilian reais - R$, except if otherwise indicated)
---
	Notes	March 31, 2023	June 30, 2022
---	---	---	---
		Unaudited	Audited
Assets
Current assets
Cash equivalents	4	739,085	254,413
Trade receivables	5	4,679,529	1,794,602
Inventories	8	2,133,367	1,749,041
Taxes recoverable	9	132,370	93,725
Derivative<br> financial instruments	7.h	101,471	7,677
Commodity<br> forward contracts	10	62,463	32,800
Advances<br> to suppliers		222,064	383,257
Other assets		58,750	60,165
Total current assets		8,129,099	4,375,680
Non-current assets
Restricted<br> cash	19	147,003	1,344
Trade<br> receivables	5	60,920	39,751
Other<br> assets		230	2,473
Judicial<br> deposits		8,723	3,887
Right-of-use<br> assets	11	163,297	140,179
Taxes<br> recoverable	9	127,956	50,937
Deferred<br> tax assets	20	285,174	200,986
Property,<br> plant and equipment	12	175,747	146,205
Intangible<br> assets	13	796,757	724,321
Total non-current assets		1,765,807	1,310,083
Total assets		9,894,906	5,685,763

The accompanying notes are an integral part of the unaudited interim condensed consolidated financial statements.

5
Interim condensed consolidated statement of financialposition<br><br><br><br><br><br><br><br>As of<br><br><br><br><br><br><br><br><br><br>(In thousands of Brazilian reais - R$, except if otherwise indicated)
---
	Notes	March 31, 2023	June 30, 2022
---	---	---	---
		Unaudited	Audited
Liabilities
Current liabilities
Trade payables	14.a	4,590,284	2,301,700
Trade payables – Supplier finance		4,918	-
Lease liabilities	11	88,463	69,226
Borrowings	15	1,334,690	681,217
Obligations to FIAGRO quota holders	16	147,119	-
Payables for the acquisition of subsidiaries	17	211,517	111,684
Derivative financial instruments	7.h	24,552	7,121
Commodity forward contracts	10	144,111	27,038
Salaries and social charges		215,094	187,285
Taxes payable		60,699	34,216
Dividends payable		411	411
Advances from customers	22	342,841	320,560
Other liabilities		123,565	95,893
Total current liabilities		7,288,264	3,836,351
Non-current liabilities
Trade payables	14.a	2,709	-
Lease liabilities	11	91,805	86,027
Borrowings	15	70,512	29,335
Payables for the acquisition of subsidiaries	17	43,485	52,747
Provision for contingencies	21	9,856	2,966
Warrant liabilities	19	32,459	-
Liability for FPA Shares	19	146,674	-
Other liabilities		-	1,119
Taxes payable		650	-
Deferred tax liabilities	20	11,519	7,491
Total non-current liabilities		409,669	179,685
Equity / Net investment	24
Net investment from the parent			1,451,647
Share Capital		591	-
Additional Paid-in Capital		2,155,391	-
Capital reserve		12,647	-
Other comprehensive loss		(45,171)	-
Accumulated losses		(178,237)	-
Equity attributable to shareholders of the Parent Company / Parent Company's Net investment		1,945,221	1,451,647
Non-controlling interests		251,752	218,080
Total equity / net investment		2,196,973	1,669,727
Total liabilities and equity / net investment		9,894,906	5,685,763

The accompanying notes are an integral part of the unaudited interim condensed consolidated financial statements.

6
Interim condensed consolidated statement of profitor loss<br><br><br><br><br><br><br><br><br><br>(In thousands of Brazilian reais - R$, except if otherwise indicated)
---
		Three-month period ended March 31,		Nine-month period ended March 31,
---	---	---	---	---	---
	Notes	2023	2022	2023	2022
		Unaudited		Unaudited
Revenue	25	2,526,155	2,609,800	8,032,330	6,624,581
Cost of goods sold	26	(2,152,758)	(2,166,538)	(6,533,610)	(5,481,228)
Gross profit		373,397	443,262	1,498,720	1,143,353
Operating expenses
Sales, general and administrative expenses	26	(303,900)	(232,096)	(912,221)	(697,163)
Other operating<br><br> <br><br><br> <br>(expenses) income, net	28	(332,235)	(16,195)	(300,525)	35,001
Operating (loss) profit		(262,738)	194,971	285,974	481,191
Finance Income (costs)
Finance income	27	167,112	141,896	324,354	342,312
Finance costs	27	(319,618)	(227,378)	(802,654)	(477,909)
Profit (loss) before income taxes		(415,244)	109,489	(192,326)	345,594
Income taxes
Current	20	(3,618)	(29,171)	(17,921)	(117,836)
Deferred	20	32,864	(4,707)	88,138	13,432
Profit (loss) for the period		(385,998)	75,611	(122,109)	241,190
Attributable to:
Net investment of the parent/ Equity holders of the parent		(387,547)	66,604	(178,237)	187,643
Non-controlling interests		1,549	9,007	56,128	53,547
Earnings (loss) per share
Basic, profit (loss) for<br> the period attributable to net investment of the parent/ equity holders of the parent	24	(3.41)	0.58	(1.57)	1.65
Diluted, profit (loss)<br> for the period attributable to net investment of the parent/ equity holders of the parent	24	(3.41)	0.58	(1.57)	1.65

The accompanying notes are an integral part of the unaudited interim condensed consolidated financial statements.

7
Interim condensed consolidated statement of comprehensiveincome or loss<br><br><br><br><br><br><br><br><br><br>(In thousands of Brazilian reais - R$, except if otherwise indicated)
---
	Three-month period ended March 31,		Nine-month period ended March 31,
---	---	---	---	---
	2023	2022	2023	2022
	Unaudited		Unaudited
Profit (loss) for the period	(385,998)	75,611	(122,109)	241,190
Items that<br> may be reclassified to profit or loss in subsequent periods
Exchange<br> differences on translation of foreign operations	6,452	(20,716)	(22,036)	(24,808)
Total comprehensive (loss) income for the period	(382,125)	54,895	(144,145)	216,382
Attributable to:
Net investment of the parent/ equity holders of the parent	(382,125)	45,888	(200,296)	162,835
Non-controlling interests	2,579	9,007	56,151	53,547

The accompanying notes are an integral part of the unaudited interim condensed consolidated financial statements.

8
Interim condensed consolidated statement of changesin equity<br><br><br><br><br><br><br><br>For the nine-month period ended March 31, 2023 and2022<br><br><br><br><br><br><br><br><br><br>(In thousands of Brazilian reais - R$, except if otherwise indicated)
---
		Attributable to equity holders of the parent
---	---	---	---	---	---	---	---	---	---	---	---	---
	Notes	Net investment of the Parent	Share Capital	Additional Paid-in Capital	Share-Based Compensation reserve	Acumulated gain/losses	Foreign currency translation reserve	Total	Non-controlling interest		Total Equity/ Net Investment
At June 30, 2021 (audited)		1,345,114	-	-	-	-	-	1,345,114		123,056		1,468,170
Capital contributions		182,002	-	-	-	-	-	182,002		9,893		191,895
Acquisition of subsidiaries		6,366	-	-	-	-	-	6,366		79,089		85,455
Profit for the period		187,643	-	-	-	-	-	187,643		53,547		241,190
Exchange differences on translation<br> of foreign operations		(24,808)	-	-	-	-	-	(24,808)		-		(24,808)
At March 31, 2022 (unaudited)		1,696,317	-	-	-	-	-	1,696,317		265,585		1,961,902
At June 30, 2022 (audited)		1,451,647						1,451,647		218,080		1,669,727
Capital contributions		60,880	-	-	-	-	-	60,880		-		60,880
Acquisition of non-controlling<br> interests		(51,324)	-	-	-	-	-	(51,324)		(36,176)		(87,500)
Non-controlling dilution on<br> capital contributions		(7,475)	-	-	-	-	-	(7,475)		7,475		-
Dividends paid		-	-	-	-	-	-	-		(3,485)		(3,485)
Acquisition of subsidiaries		8,809	-	-	-	-	-	8,809		9,707		18,516
Share-based payments		12,112	-	-	-	-	-	12,112		-		12,112
Profit for the period		209,310	-	-	-	-	-	209,310		54,579		263,889
Exchange differences on translation<br> of foreign operations		(27,481)	-	-	-	-	-	(27,481)		(1,007)		(28,488)
Pre reorganization		1,656,478	-	-	-	-	-	1,656,478		249,173		1,905,651
Changes in parent company's<br> net investment		(1,656,478)	514	1,485,135	12,112	209,310	(50,593)	-		-		-
SPAC merger transaction		-	77	670,256	-	-	-	670,333		-		670,333
Foreign currency translation<br> differences		-	-	-	-	-	5,422	5,422		1,030		6,452
Profit (loss) for the period		-	-	-	-	(387,547)	-	(387,547)		1,549		(385,998)
Stock option plan		-	-	-	535	-	-	535		-		535
At March 31, 2023 (unaudited)		-	591	2,155,391	12,647	(178,237)	(45,171)	1,945,221		251,752		2,196,973

The accompanying notes are an integral part of the unaudited interim condensed consolidated financial statements.

9
Interim condensed consolidated statement of cashflows<br><br><br><br><br><br><br><br>For the nine-monthperiod ended March 31<br><br><br><br><br><br><br><br><br><br>(In thousands of Brazilian reais - R$, except if otherwise indicated)
---
	Notes		2023	2022
---	---	---	---	---	---
			Unaudited	Unaudited
Operating activities:
Profit (loss) before income taxes			(192,327)	345,594
Adjustments to reconcile profit (loss) for the period to net cash flow:
Allowance for expected credit losses	26		39,442	24,066
Listing expense	19		319,554	-
Foreign exchange differences			17,988	(22,184)
Accrued interest expenses	27		678,894	433,726
Interest arising from revenue contracts	27		(229,681)	(312,913)
Loss (gain) on derivatives	27		(68,278)	35,450
Other finance loss, net	27		17,528	6,675
Fair value on commodity forward contracts	27		80,964	2,056
Amortization of intangibles	26		52,921	43,580
Amortization of right-of-use assets	26		38,160	38,284
Depreciation	26		12,512	6,850
Losses and damages of inventories	26		11,061	8,920
Share-based payment expense	24		12,647	-
Others			(3,533)	(4,688)
Changes in operating assets and liabilities:
Assets
Trade receivables			(2,592,910)	(1,992,828)
Inventories			(200,666)	(530,739)
Advances to suppliers			161,193	271,725
Taxes recoverable			(115,664)	(33,791)
Other receivables			(77,216)	(12,682)
Liabilities
Trade payables			1,764,935	1,949,259
Advances from customers			(38,834)	(380,324)
Derivative financial instruments			(8,085)	(2,850)
Salaries and social charges			27,809	59,416
Taxes payable			41,250	5,408
Other payables			14,204	(85,489)
Interest paid on borrowings	15		(76,159)	(19,888)
Interest paid on trade payables, acquisition of subsidiary and lease liabilities			(151,026)	(263,133)
Interest received from revenue contracts			94,131	214,534
Income taxes paid			(28,173)	(101,182)
Net cash flows used in operating activities			(397,359)	(317,148)
Investing activities:	Notes
Acquisition of subsidiary, net of cash acquired	17 and 18	(121,410)			(123,566)
Acquisition of non-controlling interests		(87,500)			-
Additions to property, plant and equipment and intangible assets		(52,540)			(34,389)
Proceeds from the sale of property, plant and equipment		1,289			-
10
---
Interim condensed consolidated statement of cashflows<br><br><br><br><br><br><br><br>For the nine-month period ended March 31<br><br><br><br><br><br><br><br><br><br>(In thousands of Brazilian reais - R$, except if otherwise indicated)
---
Net cash flows used in investing activities		(260,161)	(157,955)
---	---	---	---
Financing activities:
Proceeds from borrowings	15	1,142,491	377,766
Repayment of borrowings	15	(624,453)	(212,321)
Payment of principal portion of lease liabilities		(36,262)	(31,166)
Proceeds from FIAGRO quota holders, net of transaction costs	16	147,119	-
Trade payables – Supplier finance		4,918	-
Dividend payments<br><br> <br><br><br> <br>Proceeds from SPAC merger		(3,485)<br><br> <br><br><br> <br>463,909	(3,376)<br><br> <br><br><br> <br>-
Capital contributions	24	60,880	191,895
Net cash flows provided by financing activities		1,155,117	322,798
Net increase (decrease) in cash equivalents		497,597	(152,305)
Net foreign exchange difference		(12,924)	(427)
Cash equivalents at July 1		254,413	459,458
Cash equivalents at March 31		739,085	306,726

The accompanying notes are an integral part of the unaudited interim condensed consolidated financial statements.

11
Notes to the interim condensed consolidated financial statements<br><br><br><br>(In thousands of Brazilian reais - R$, except if otherwise indicated)
---
1.	Background information
---	---

Lavoro Limited is Cayman Island exempted company incorporated on August 22, 2022.

Lavoro Limited is a public company listed with the US Securities and Exchange Commission ("SEC") and its shares are traded on Nasdaq Global Select Market under ticker symbol “LVRO”.

Lavoro Limited (“Lavoro” and collectively with its subsidiaries, the “Group”) is one of the main agricultural input distribution platforms in Latin America, with relevant agricultural input distribution operations in Brazil and Colombia, and an early stage agricultural input trading company in Uruguay. Also, as a result of a verticalization strategy, the Group produces agricultural biological and special fertilizers products through its own facilities. The Group offers farmers a complete portfolio of products and services with the goal of helping farmer customers succeed by providing multi-channel support.

As of March 31, 2023, the Group is controlled by investment funds, managed by general partners which are ultimately controlled by Patria Investments Limited (the “Parent” or “Patria”), a manager of alternative assets with its shares listed on the NASDAQ.

(a)	The SPAC Transaction

On September 14, 2022, Lavoro and TPB Acquisition Corporation I (“TPB Acquisition Corp.”), a special purpose acquisition company sponsored by The Production Board LLC, signed an agreement pursuant to which they entered into a definitive business combination agreement (the "Business Combination Agreement") that resulted in Lavoro becoming a U.S. publicly listed company on the NASDAQ Global Market.

The SPAC Transaction was approved at an extraordinary general meeting of TPB Acquisition Corp’s shareholders on February 22, 2023.

On February 28, 2023, as a result of the SPAC Transaction Lavoro and TPB Acquisition Corp consummated a corporate reorganization, as further explained below, pursuant to which (i) Lavoro Agro Limited’s shareholders contributed their shares in Lavoro Agro Limited to Lavoro in exchange of Lavoro’s shares at a pre-determined exchange ratio, becoming Lavoro’s controlling shareholders (ii) TPB Acquisition Corp’s shareholders contributed the net assets of TPB Acquisition Corp, which primarily consisted of cash and marketable securities held in the trust account and certain public and private warrants liabilities in exchange of Lavoro’s shares, becoming Lavoro’s non-controlling shareholders.

See Note 19 for further information.

(b)	Corporate reorganizations
12
---
Notes to the interim condensed consolidated financial statements<br><br><br><br>(In thousands of Brazilian reais - R$, except if otherwise indicated)
---

The Group’s operations include the operations of the following entities (i) Lavoro Agro Holding S.A. and its subsidiaries (“Lavoro Holding”) which was incorporated in 2017 and is domiciled in the city of São Paulo, Brazil, (ii) Crop Care Holding S.A., and its subsidiaries (“Crop Care”) which was incorporated in 2018 and is domiciled in the city of São Paulo, Brazil and (iii) Lavoro Colombia S.A.S. and its subsidiaries (“Lavoro Colombia”) which was incorporated in 2021 and is domiciled in the city of Bogotá, Colombia.

In January 2023, as part of the SPAC Transaction a corporate reorganization completed whereby Lavoro Brazil, Crop Care and Lavoro Colombia were contributed to, and became subsidiaries of Lavoro Agro Limited, a Cayman Islands exempted company with limited liability which was incorporated on November 21, 2021, to become the holding company of all the operations of the Group.

As mentioned above, following the consummation of the SPAC Transaction Lavoro became the parent company of Lavoro Agro Limited and the holding company of all the operations of the Group.

(c)	The Group’s business

The Group initiated its operations in 2017 and has expanded mainly through mergers and acquisitions in the distribution of agricultural inputs such as crop protection products, fertilizers, seeds and specialty inputs (foliar fertilizers, biologicals, adjuvants and organominerals) and its production through its proprietary portfolio of products under the crop care segment.

Through Crop Care, the Group operates as an importer of post-patent agricultural inputs and producer of specialties products through its own factories manufacturing plants. The inputs produced are delivered through the Group’s own distribution channels and by means of direct sales to customers.

The Group operates in Brazil, Colombia and Uruguay in the agricultural input distribution market through its own stores and sells agricultural inputs and products, in particular fertilizers, seeds, and pesticides. The Group’s customers are rural producers that operate in the production of cereals, mainly soybeans and corn, in addition to cotton, citrus and fruit and vegetable crops, among others.

Seasonality

Agribusiness is subject to a relevant seasonality throughout the year, especially due to the crop cycles that depend on specific weather conditions. Operations, especially in Brazil, have unique weather conditions compared to other countries producing agricultural commodities, making it possible to harvest two to three crops in the same area per year. Thus, considering that the activities of the Group’s customers are directly related to crop cycles, which are seasonal in nature, revenues and cash flows from sales may also be substantially seasonal.

The sale of our products is dependent upon planting and growing seasons, which vary from year to year, and are expected to result in both highly seasonal patterns and substantial fluctuations in quarterly sales and profitability. Demand for our products is typically strongest between October and December, with a second period of strong demand between January and March. The seasonality of

13
Notes to the interim condensed consolidated financial statements<br><br><br><br>(In thousands of Brazilian reais - R$, except if otherwise indicated)
---

agricultural inputs demand results in our sales volumes and net sales typically being the highest during the period between September to February and our working capital and total debt requirements typically being the highest just after the end of this period.

For this reason, as a result of soybean crop season which is ongoing as of March 31, there is an increased amount of trade receivables and trade payables outstanding, which will be settled between April and May.

(d)	Other relevant events
·	Acquisitions
---	---

The Group performed several business acquisitions during the nine-month period ended March 31, 2023. Total consideration for the acquisitions completed during the period was R$268,157 which includes cash, amounts payable in installments and issuance of shares. The acquisitions are further described in Note 18.

·	Ongoing armed conflict between Russia and Ukraine

As a result of the current geopolitical tensions and conflict between Russia and Ukraine, and the recent recognition by Russia of the independence of the self-proclaimed republics of Donetsk and Luhansk in the Donbas region of Ukraine, the governments of the United States, the European Union, Japan and other jurisdictions have recently announced the imposition of sanctions on certain industry sectors and parties in Russia, Belarus and the regions of Donetsk and Luhansk, as well as enhanced export controls on certain products and industries. These and any additional sanctions and export controls, as well as any counter responses by the governments of Russia or other jurisdictions, could adversely affect, directly or indirectly, the global supply chain, with negative implications on the availability and prices of agricultural commodities and raw materials (including petrol, which would affect the price of agricultural inputs), energy prices, and Group’s customers, as well as the global financial markets and financial services industry and the global supply chain in general.

From a supply point of view, Brazil is highly dependent on fertilizers imports, and Russia and Belarus hold a market share in Brazilian soil fertilizer imports of approximately 26% to 30%, respectively (a share which is higher for potash-based products). The Group currently buy all of Group’s fertilizers from suppliers based in Brazil, but most of Group’s fertilizer suppliers conduct or have conducted imports, to some degree, from sources in Russia and Belarus. Fertilizers represented approximately 19% of Group’s net revenues in the nine-month period ended March 31, 2023 (20% of Group’s net revenues nine-month period ended March 31, 2022). In addition, fertilizer prices, which had already risen before the conflict, have continued to rise and have led producers to delay purchase negotiations. Despite such supply risk, the Group does not expect material shortages of fertilizers.

The Group does not believe that this will cause any material adverse effects on Group’s business during the next crop year, given that the Group has already delivered substantially all soy and corn fertilizer for the crop year.

14
Notes to the interim condensed consolidated financial statements<br><br><br><br>(In thousands of Brazilian reais - R$, except if otherwise indicated)
---
2.	Significant accounting policies
---	---
(a)	Basis for preparation of the unaudited interim condensed combined consolidated financial statements-Predecessor method
---	---

Lavoro became the Group’s legal holding company through the corporate reorganization described in Note 1 (b). Such corporate reorganization was recorded at book value since it is a transaction under common control.

Under IFRS there is no specific guidance applicable to business combinations of entities under common control, as IFRS 3, excludes from its scope business combinations between such entities.

Due to the lack of specific guidance the Group has stablished an accounting policy as required by IAS 8 — Accounting Policies, Changes in Accounting Estimates and Errors. In doing so, the Group considered guidance of other standards-setting bodies that use a similar conceptual framework to develop accounting standards as well as the accounting practices of entities subject to those standards such as the United States of America and the United Kingdom.

As a result, the Group accounted for the corporate reorganizations using the predecessor method of accounting, and the combined consolidated financial statements are presented “as if” the historical combined consolidated operations of Lavoro Brazil, Crop Care and Lavoro Colombia were the predecessor of Lavoro. Under the predecessor method, the historical operations of the Group prior to the corporate reorganizations are deemed to be those Lavoro. Thus, these consolidated financial statements reflect:

·	the historical operating results<br>and financial position of Lavoro Brazil, Crop Care and Lavoro Colombia on a combined basis prior to the corporate reorganizations
·	the consolidated results of the<br>Lavoro and Lavoro Agro Limited following the corporate reorganization, and Lavoro Merger Sub II Limited following the SPAC Transaction
---	---
·	the assets and liabilities of<br>Lavoro Brazil, Crop Care and Lavoro Colombia at their historical cost; and
---	---
·	Lavoro’s earnings per share<br>for all periods presented. The number of ordinary shares issued by Lavoro, as a result of the corporate reorganization is reflected retroactively, for purposes of calculating earnings per share in all prior periods presented;
---	---

The unaudited interim condensed consolidated financial statements as of March 31, 2023 and for the three and nine-month period ended March 31, 2023 and 2022 have been prepared in accordance with IAS 34 Interim Financial Reporting. The Group has prepared the financial statements on the basis that it will continue to operate as a going concern. The Directors consider that there are no material

15
Notes to the interim condensed consolidated financial statements<br><br><br><br>(In thousands of Brazilian reais - R$, except if otherwise indicated)
---

uncertainties that may cast significant doubt over this assumption. They have formed a judgement that there is a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future, and not less than 12 months from the end of the reporting period.

The unaudited interim condensed consolidated financial statements have been prepared under the historical cost basis, except for financial assets and financial liabilities (including commodity forward contracts and derivative instruments) at fair value through profit or loss.

The interim condensed consolidated financial statements do not include all the information and disclosures required in the annual financial statements and should be read in conjunction with the Group’s annual combined financial statements as of June 30, 2022.

The interim condensed consolidated financial statements are presented in Brazilian Reais (“BRL” or “R$”), which is the Group’s functional and presentation currency. All amounts are rounded to the nearest thousand (R$000), except when otherwise indicated.

These unaudited interim condensed consolidated financial statements as of March 31, 2023 and for the three and nine-month period ended March 31, 2023 and 2022 were authorized for issuance by the Board of Directors on June 1, 2023.

(b)	New standards, interpretations and amendments adopted by the Group

The accounting policies adopted in the preparation of the unaudited interim condensed consolidated financial statements are consistent with those followed in the preparation of the Group’s annual combined financial statements for the year ended June 30, 2022. The Group has not early adopted any standard, interpretation or amendment that has been issued but is not yet effective.

Certain amendments apply for the first time in 2022 and 2023, but do not have an impact on the interim condensed consolidated financial statements of the Group.

(c)	Basis of combination/consolidation procedures

The interim condensed combined consolidated financial statements include the following subsidiaries of Lavoro Limited:

			Equity interest
Name	Core activities	Location	March 31, 2023	June 30, 2022
Corporate:
Lavoro Agro Limited (i)	Holding	George Town – Cayman Island	100%	-
16
---
Notes to the interim condensed consolidated financial statements<br><br><br><br>(In thousands of Brazilian reais - R$, except if otherwise indicated)
---
Lavoro Merger Sub II<br> Limited (i)	Holding	George Town –<br> Cayman Island	100%	-
---	---	---	---	---
Lavoro Agro Cayman II (i)	Holding	George Town – Cayman Island	100%	-
Lavoro Latam SL (i)	Holding	Madrid - Spain	100%	-
Malinas S.A. (i)	Holding	Montevideu - Uruguay	100%	-
Lavoro Brazil:
Lavoro Agro Holding S.A.	Holding	São Paulo - Brazil	100%	100%
Lavoro Agrocomercial S.A.	Distributor of agricultural inputs	Rondonópolis – Brazil	97.42%	97.42%
Agrocontato Comércio e Representações de Produtos Agropecuários S.A.	Distributor of agricultural inputs	Sinop – Brazil	97.42%	97.42%
PCO Comércio, Importação, Exportação e Agropecuária Ltda.	Distributor of agricultural inputs	Campo Verde – Brazil	97.42%	97.42%
Agrovenci Distribuidora de Insumos Agrícolas Ltda. (MS)	Distributor of agricultural inputs	Chapadão do Sul – Brazil	86.2%	86.2%
Produtiva Agronegócios Comércio e Representação Ltda.	Distributor of agricultural inputs	Paracatu - Brazil	87.4%	87.4%
Facirolli Comércio e Representação S.A. (Agrozap)	Distributor of agricultural inputs	Uberaba - Brazil	62.61%	62.61%
Agrovenci Comércio, Importação, Exportação e Agropecuária Ltda. (v)	Distributor of agricultural inputs	Campo Verde – Brazil	93.11%	86.2%
Central Agrícola Rural Distribuidora de Defensivos Ltda.	Distributor of agricultural inputs	Vilhena – Brazil	97.42%	97.42%
Distribuidora Pitangueiras de Produtos Agropecuários S.A. (v)	Distributor of agricultural inputs	Ponta Grossa – Brazil	93.11%	86.22%
Produtec Comércio e Representações S.A.	Distributor of agricultural inputs	Cristalina – Brazil	87.40%	87.40%
Qualiciclo Agrícola S.A. (v)	Distributor of agricultural inputs	Limeira – Brazil	65.89%	61%
Desempar Participações Ltda. (v)	Distributor of agricultural inputs	Palmeira – Brazil	93.11%	86.2%
Denorpi Distribuidora de Insumos Agrícolas Ltda. (v)	Distributor of agricultural inputs	Palmeira – Brazil	93.11%	86.2%
17
---
Notes to the interim condensed consolidated financial statements<br><br><br><br>(In thousands of Brazilian reais - R$, except if otherwise indicated)
---
Deragro Distribuidora<br> de Insumos Agrícolas Ltda. (v)	Distributor of agricultural inputs	Palmeira – Brazil	93.11%	86.2%
---	---	---	---	---
Desempar Tecnologia Ltda. (v)	Holding	Palmeira – Brazil	93.11%	86.2%
Futuragro Distribuidora de Insumos<br> Agrícolas Ltda. (v)	Distributor of agricultural inputs	Palmeira – Brazil	93.11%	86.2%
Plenafértil Distribuidora<br> de Insumos Agrícolas Ltda. (v)	Distributor of agricultural inputs	Palmeira – Brazil	93.11%	86.2%
Realce Distribuidora de Insumos<br> Agrícolas Ltda. (v)	Distributor of agricultural inputs	Palmeira – Brazil	93.11%	86.2%
Cultivar Agrícola Comércio,<br> Importação e Exportação S.A. (v)	Distributor of agricultural inputs	Chapadão do Sul – Brazil	93.11%	63.58%
América Insumos Agrícolas<br> Ltda. (ii)	Distributor of agricultural inputs	Sorriso – Brazil	-	97.42%
Integra Soluções<br> Agrícolas Ltda.	Distributor of agricultural inputs	Catalão – Brazil	87.4%	87.4%
Nova Geração (v)	Distributor of agricultural inputs	Pinhalzinho - Brazil	65.89%	61%
Floema Soluções Nutricionais<br> de Cultivos Ltda. (iv)	Distributor of agricultural inputs	Uberaba - Brazil	62.61%	-
Casa Trevo Participações<br> S.A. (iv)	Holding	Nova Prata - Brazil	79.14%	-
Casa Trevo Comercial Agrícola<br> LTDA (iv)	Distributor of agricultural inputs	Nova Prata - Brazil	79.14%	-
CATR Comercial Agrícola<br> LTDA (iv)	Distributor of agricultural inputs	Nova Prata - Brazil	79.14%	-
Sollo Sul Insumos Agrícolas<br> Ltda (iv)	Distributor of agricultural inputs	Pato Branco - Brazil	93.11%	-
Dissul Insumos Agrícolas<br> Ltda. (iv)	Distributor of agricultural inputs	Pato Branco - Brazil	93.11%	-
Lavoro Agro Fundo de Investimento<br> nas Cadeias Produtivas Agroindustriais (iii)	FIAGRO	São Paulo – Brazil	5%	-
Lavoro Colômbia:
Lavoro Colombia S.A.S.	Holding	Bogota  – Colombia	94.9%	94.9%
Crop Care Colombia	Distributor of agricultural inputs	Bogota - Colombia	94.9%	94.9%
18
---
Notes to the interim condensed consolidated financial statements<br><br><br><br>(In thousands of Brazilian reais - R$, except if otherwise indicated)
---
Agricultura y Servicios<br> S.A.S.	Distributor of agricultural inputs	Ginebra - Colombia	94.9%	94.9%
---	---	---	---	---
Grupo Cenagro S.A.S.	Distributor of agricultural inputs	Yumbo – Colombia	94.9%	94.9%
Cenagral S.A.S	Distributor of agricultural inputs	Yumbo – Colombia	94.9%	94.9%
Grupo Gral S.A.S.	Distributor of agricultural inputs	Bogota - Colombia	94.9%	94.9%
Agrointegral Andina S.A.S.	Distributor of agricultural inputs	Bogota  – Colombia	94.9%	94.9%
Servigral Praderas S.A.S.	Distributor of agricultural inputs	Bogota  – Colombia	94.9%	94.9%
Agroquímicos para la Agricultura<br> Colombiana S.A.S.	Distributor of agricultural inputs	Bogota  – Colombia	94.9%	94.9%
Provecampo S.A.S. (iv)	Distributor of agricultural inputs	Envigado  – Colombia	94.9%	-
Crop Care:
Crop Care Holding S.A.	Holding	São Paulo – Brazil	100%	100%
Perterra Insumos Agropecuários<br> S.A.	Private label products	São Paulo – Brazil	100%	100%
Araci Administradora de Bens S.A.	Private label products	São Paulo – Brazil	100%	100%
Union Agro S.A.	Private label products	Pederneiras – Brazil	73%	73%
Agrobiológica Sustentabilidade<br> S.A.	Private label products	São Paulo – Brazil	65.13%	65.13%
Agrobiológica Soluções<br> Naturais Ltda.	Private label products	Leme – Brazil	100%	100%
Perterra Trading S.A.	Private label products	Montevideu - Uruguay	100%	100%
(i)	Refers to entities of the reorganization, see note 1.b.
---	---
(ii)	América Insumos Agrícolas Ltda. was merged into Lavoro Agrocomercial<br>S.A. in November 2022.
---	---
(iii)	Lavoro Agro Fundo de Investimentos nas Cadeias Produtivas Agroindustriais<br>- Direitos Creditórios was incorporated in July 2022. (see Note 16).
---	---
(iv)	See note 18 of Acquisitions of subsidiaries.
---	---
(v)	Changes in non-controlling interests were described in note 24 of Equity.
---	---
19
---
Notes to the interim condensed consolidated financial statements<br><br><br><br>(In thousands of Brazilian reais - R$, except if otherwise indicated)
---
3.	Segment information
---	---

The chief operating decision-maker of the Group (the “CODM”), used information on pro forma basis giving effect of the acquisitions completed during the period to assess the segment performance. Starting March 31, 2023, the CODM uses historical segment financial information. Segment information for prior periods has been recast for comparative purposes.

(a)	Financial information by segment

Segment assets and liabilities as of March 31, 2023:

Description	Brazil	LATAM	Crop Care	Corporate	Eliminations between<br><br> <br><br><br> <br>segments (i)	Consolidated
Certain assets
Cash equivalentes	266,629	28,276	32,737	411,443	-	739,085
Trade receivables	4,193,393	273,952	524,126	-	(251,022)	4,740,449
Inventories	1,858,459	201,764	120,985	-	(47,841)	2,133,367
Advances to suppliers	205,496	2,413	15,447	-	(1,292)	222,064
Total assets	8,252,334	628,133	818,408	630,150	(434,119)	9,894,906
Certain liabilities
Trade payables	4,501,637	266,281	72,112	-	(242,118)	4,597,912
Borrowings	1,122,316	63,546	219,341	-	-	1,405,203
Advances from customers	336,512	4,567	3,305	-	(1,543)	342,841
Total liabilities and equity	8,252,334	628,133	818,408	630,150	(434,119)	9,894,906
(i)	Sales between the Crop Care segment and the Brazil segment.
---	---
20
---
Notes to the interim condensed consolidated financial statements<br><br><br><br>(In thousands of Brazilian reais - R$, except if otherwise indicated)
---

Statement of profit or loss data for the nine-month period ended March 31, 2023:

Description	Brazil	LATAM	Crop Care	Corporate	Eliminations between<br><br> <br><br><br> <br>segments (i)	Consolidated
Revenue	6,852,875	900,190	580,076	-	(300,811)	8,032,330
Cost of goods sold	(5,697,199)	(750,189)	(339,191)	-	252,969	(6,533,610)
Sales, general and administrative expenses	(606,024)	(76,626)	(102,978)	(400)	-	(786,028)
Other operating income, net	20,619	(2,597)	2,529	(321,076)	-	(300,525)
Financial (costs) income	(443,528)	(11,318)	(20,813)	(2,641)	-	(478,300)
Income taxes	104,176	(18,778)	(31,447)	-	16,266	70,217
Profit (loss) for the period	122,106	32,366	79,112	(324,117)	(31,576)	(122,109)
Depreciation and amortization	(108,813)	(8,316)	(9,064)	-	-	(126,193)
(i)	Sales between the Crop Care segment and the Brazil segment.
---	---

Statement of profit or loss data for the three-month period ended March 31, 2023:

Description	Brazil	LATAM	Crop Care	Corporate	Eliminations between<br><br> <br><br><br> <br>segments (i)	Consolidated
Revenue	2,215,040	250,573	88,567	-	(28,025)	2,526,155
Cost of goods sold	(1,946,973)	(211,055)	(47,153)	-	52,423	(2,152,758)
Sales, general and administrative expenses	(189,523)	(28,310)	(41,895)	(400)	-	(260,128)
Other operating income, net	(14,500)	469	2,872	(321,076)	-	(332,235)
Financial (costs) income	(135,825)	(3,958)	(10,082)	(2,641)	-	(152,506)
Income taxes	40,360	(2,360)	(463)	-	(8,291)	29,246
Profit (loss) for the period	(70,219)	3,285	(11,051)	(324,117)	16,107	(385,998)
Depreciation and amortization	(38,798)	(2,074)	(2,900)	-	-	(43,772)
(i)	Sales between the Crop Care segment and the Brazil segment.
---	---
21
---
Notes to the interim condensed consolidated financial statements<br><br><br><br>(In thousands of Brazilian reais - R$, except if otherwise indicated)
---

Segment assets and liabilities as of June 30, 2022:

Description	Brazil	LATAM	Crop Care	Eliminations between<br><br> <br><br><br> <br>segments (i)	Combined
Certain assets
Cash equivalentes	195,343	16,951	42,119	-	254,413
Trade receivables	1,379,808	324,152	170,868	(40,475)	1,834,353
Inventories	1,451,541	174,532	122,968	-	1,749,041
Advances to suppliers	354,163	1,202	30,798	(2,906)	383,257
Total assets	4,602,679	619,238	508,331	(44,485)	5,685,763
Certain liabilities
Trade payables	1,988,518	311,612	42,035	(40,465)	2,301,700
Borrowings	588,403	39,755	82,394	-	710,552
Advances from customers	318,404	164	3,502	(1,510)	320,560
Total liabilities and equity	4,602,679	619,238	508,331	(44,485)	5,685,763
(i)	Sales between the Crop Care segment and the Brazil segment.
---	---

Statement of profit or loss data for the nine-month period ended March 31, 2022:

Description	Brazil	LATAM	Crop Care	Eliminations between<br><br> <br><br><br> <br>segments (i)	Combined
Revenue	5,615,002	852,751	265,782	(108,955)	6,624,581
Cost of goods sold	(4,707,165)	(712,901)	(170,117)	108,955	(5,481,228)
Sales, general and administrative expenses	(381,992)	(64,371)	(55,641)	-	(502,004)
Other operating income, net	22,436	(2,448)	15,013	-	35,001
Financial (costs) income	(142,590)	(5,857)	12,850	-	(135,597)
Income taxes	(72,769)	(16,130)	(15,505)	-	(104,404)
Profit for the period	162,986	32,323	45,880	-	241,190
Depreciation and amortization	(169,936)	(18,721)	(6,502)	-	(195,159)
(i)	Sales between the Crop Care segment and the Brazil segment.
---	---
22
---
Notes to the interim condensed consolidated financial statements<br><br><br><br>(In thousands of Brazilian reais - R$, except if otherwise indicated)
---

Statement of profit or loss data for the three-month period ended March 31, 2022:

Description	Brazil	LATAM	Crop Care	Eliminations between<br><br> <br><br><br> <br>segments (i)	Combined
Revenue	2,258,369	286,652	103,308	(38,529)	2,609,800
Cost of goods sold	(1,900,715)	(246,770)	(68,479)	49,426	(2,166,538)
Sales, general and administrative expenses	(148,274)	(20,557)	(20,380)	-	(189,211)
Other operating income, net	(11,187)	(1,016)	(3,992)	-	(16,195)
Financial (costs) income	(86,048)	(2,410)	2,977	-	(58,482)
Income taxes	(21,315)	(4,197)	(4,661)	(3,705)	(33,878)
Profit for the period	57,115	4,999	6,305	7,192	75,611
Depreciation and amortization	(33,715)	(6,703)	(2,467)	-	(42,885)
(i)	Sales between the Crop Care segment and the Brazil segment.
---	---

Revenues from external customers for each product and service are disclosed in Note 25. Further breakdown in relation to products and services provided by the Group is not available and such information cannot be produced without unreasonable effort.

23
Notes to the interim condensed consolidated financial statements<br><br><br><br>(In thousands of Brazilian reais - R$, except if otherwise indicated)
---
4.	Cash equivalents
---	---
	Annual yield	March 31, 2023	June 30, 2022
---	---	---	---
Cash equivalents (R$)	100% CDI (i)	299,366	237,462
Cash equivalents (COP)	100% DTF (ii)	28,276	16,951
Cash equivalents (US$)	3.65% a year	411,443	-
Total cash equivalents		739,085	254,413
(i)	Represents the Brazilian interbank deposit rate, which is an average of the overnight interbank rates in Brazil (the "CDI").
---	---
(ii)	Colombian investment rate, which is an average of interbank and corporate finance ("DTF").
---	---
5.	Trade receivables
---	---
	March 31, 2023	June 30, 2022
---	---	---
Trade receivables (Brazil)	4,623,174	1,639,637
Trade receivables (Colombia)	294,134	345,830
(-) Allowance for expected credit losses	(176,859)	(151,114)
Total	4,740,449	1,834,353
Current	4,679,529	1,794,602
Non-current	60,920	39,751

The average effective interest rate used to discount trade receivables for the nine-month period ended March 31, 2023 was 0.96% per month (1.00% as of June 30, 2022). The Group does not have any customer that represents more than 10% of its trade receivables or revenues.

The Group has transferred its rights to receive cash flows from some of its trade receivables in the amount of R$110,219 as of March 31, 2023. As of March 31, 2023, the Group also transferred trade receivables to the FIAGRO in the amount of R$159,786. There was no trade receivables transferred as of June 30, 2022.

As the Group has retained the risks and rewards of ownership, these amounts were not derecognized from trade receivables. Consequently, the liability resulting from these operations is recorded, respectively, as borrowings (note 15) and obligations to FIAGRO quota holders (note 16).

24
Notes to the interim condensed consolidated financial statements<br><br><br><br>(In thousands of Brazilian reais - R$, except if otherwise indicated)
---

Allowance for expected credit losses

	March 31, 2023	March 31, 2022
Opening balance	(151,114)	(111,969)
Increase in allowance	(39,866)	(24,066)
Allowance for credit losses from acquisitions	(761)	(14,522)
Trade receivables write-off	11,839	5,189
Exchange rate translation adjustment	3,043	(1,227)
Ending balance (i)	(176,859)	(146,595)
(i)	The credit risk of the Group is described in note 8.b.
---	---

The aging analysis of trade receivables is as follow:

	March 31,2023	June 30, 2022
Not past due	4,304,505	1,534,224
Overdue
1 to 60 days	325,455	93,436
61 to 180 days	43,723	240,320
181 to 365 days	108,072	7,157
Over 365 days	135,553	110,398
Allowance for expected credit losses	(176,859)	(151,182)
	4,740,449	1,834,353
6.	Financial instruments
---	---
25
---
Notes to the interim condensed consolidated financial statements<br><br><br><br>(In thousands of Brazilian reais - R$, except if otherwise indicated)
---

The Group’s financial instruments were classified according to the following categories:

	March 31, 2023
	Amortized cost	Fair value through profit or loss
Assets:
Trade receivables	4,740,449	-
Commodity forward contracts	-	62,463
Derivative financial instruments	-	101,471
Restricted cash	147,003	-
Total	4,887,452	163,934
Liabilities:
Trade payables	4,592,993	-
Lease liabilities	180,268	-
Borrowings	1,405,202	-
Obligations to FIAGRO quota holders	147,119	-
Payables for the acquisition of subsidiaries	255,002	-
Derivative financial instruments	-	24,552
Salaries and social charges	215,094	-
Commodity forward contracts	-	144,111
Dividends payable	411	-
Warrant liabilities	-	32,459
Liability for FPA Shares	146,674	-
Total	6,942,763	201,122
26
---
Notes to the interim condensed consolidated financial statements<br><br><br><br>(In thousands of Brazilian reais - R$, except if otherwise indicated)
---
	June 30, 2022
---	---	---
	Amortized cost	Fair value through profit or loss
Assets:
Trade receivables	1,834,353	-
Commodity forward contracts	-	32,800
Derivative financial instruments	-	7,677
Restricted cash	1,344	-
Total	1,835,697	40,477
Liabilities:
Trade payables	2,301,700	-
Lease liabilities	155,253	-
Borrowings	710,552	-
Payables for the acquisition of subsidiaries	164,431	-
Derivative financial instruments	-	7,121
Salaries and social charges	187,285	-
Commodity forward contracts	-	27,038
Dividends payable	411	-
Total	3,519,632	34,159

The Group considers that assets and liabilities measured at amortized cost, have a carrying value approximate to their fair value and, therefore, information on their fair values is not presented.

(a)	Hierarchy of fair value

The Group uses various methods to measure and determine fair value (including market approaches and income or cost approaches) and to estimate the value that market participants would use to price the asset or liability. Financial assets and liabilities carried at fair value are classified and disclosed within the following fair value hierarchy levels:

Level 1 - Quoted prices (unadjusted) in active, liquid and visible markets, for identical assets and liabilities that are readily available at the measurement date;

Level 2 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable; and

Level 3 – Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable.

For assets and liabilities that are recognized in the financial statements at fair value on a recurring basis, the Group determines whether transfers have occurred between levels in the hierarchy by re-assessing categorization (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period.

All financial instruments accounted for at fair value are classified as level 2, except for the Warranty liability wich is classified as level 1. On March 31, 2023 and June 30, 2022, there were no changes in

27
Notes to the interim condensed consolidated financial statements<br><br><br><br>(In thousands of Brazilian reais - R$, except if otherwise indicated)
---

the fair value methodology of the financial instruments and, therefore, there were no transfers between levels.

7.	Financial and capital risk management
(a)	Considerations on risk factors that may affect the business of the Group
---	---

The Group is exposed to several market risk factors that might impact its business. The Group’s board of directors is responsible for monitoring these risk factors, as well as establishing policies and procedures to address them. The Group’s risk management structure considers the size and complexity of its activities, which allows for a better understanding of how such risks could impact Group’s strategy through committees and other internal meetings.

Currently, the Group is focused on action plans relating to risks that could have a significant impact on its strategic goals, including those required by applicable regulations. To efficiently manage and mitigate these risks, its risk management structure conducts risk identification and assessments to prioritize the risks that are key to pursuing potential opportunities that may prevent value from being created or that may compromise existing value, with the possibility of impacting its results, capital, liquidity, customer relationships and/or reputation.

The Group’s risk management strategies were developed to mitigate and/or reduce the financial market risks which it is exposed to, which are as follows:

•	credit risk
•	liquidity risk
---	---
•	capital risk
---	---
•	interest rate risk
---	---
•	exchange rate risk
---	---
•	commodity price risk in barter transactions
---	---
(b)	Credit risk
---	---

Credit risk is the risk of financial losses if a customer or a counterparty to a financial instrument fails to fulfill its contractual obligations, which arise mainly from the Group’s trade receivables. The Group maintains short-term investments and derivatives with financial institutions approved by its management according to objective criteria for diversification of such risk.

The Group seeks to mitigate its credit risk related to trade receivables by setting forth credit limits for each counterparty based on the analysis of its credit management process. Such credit exposure determination is performed considering the qualitative and quantitative information of each counterparty. The Group also focuses on the diversification of its portfolio and monitors different solvency and liquidity indicators of its counterparties. In addition, primarily for receivables in installments, the Group monitors the balance of allowances for expected credit losses. (see Note 5)

28
Notes to the interim condensed consolidated financial statements<br><br><br><br>(In thousands of Brazilian reais - R$, except if otherwise indicated)
---

The main strategies on credit risks management are listed below:

·	creating credit approval policies and procedures for new<br>and existing customers.
·	extending credit to qualified customers through a review<br>of credit agency reports, financial statements and/or credit references, when available.
---	---
·	reviewing existing customer accounts every twelve months<br>based on the credit limit amounts.
---	---
·	evaluating customer and regional risks.
---	---
·	obtaining guarantees through the endorsement of rural producer<br>notes (“CPR”), which give physical ownership of the relevant agricultural goods in the event of the customer’s default.
---	---
·	establishing credit approval for suppliers in case of payments<br>in advance.
---	---
·	setting up provisions using the lifetime expected credit<br>loss method considering all possible default events over the expected life of a financial instrument. Receivables are categorized based<br>on the number of overdue days and/or a customer’s credit risk profile. Estimated losses on receivables are based on known troubled<br>accounts and historical losses. Receivables are considered to be in default and are written off against the allowance for credit losses<br>when it is probable that all remaining contractual payments due will not be collected in accordance with the terms of the agreement.
---	---
·	requiring minimum acceptable counterparty credit ratings<br>from financial counterparties.
---	---
·	setting limits for counterparties or credit exposure; and
---	---
·	developing relationships with investment-grade counterparties.
---	---
29
---
Notes to the interim condensed consolidated financial statements<br><br><br><br>(In thousands of Brazilian reais - R$, except if otherwise indicated)
---

The current credit policy sets forth credit limits for customers based on credit score analysis made by the Group’s credit management area. Such score is determined considering the qualitative and quantitative information related to each customer, resulting in a rating classification and a level of requirement of guarantees as follows:

			% Of guarantees required on sales
Credit rating	% Customers	Risk classification	Medium-sized farmers (i)	Other
AA & A	18%	Very small	80-90%	0%
B	49%	Medium	100%	30%
C & D	15%	High	100%	60%
Simplified	18%	Small farmers	N/A	N/A
(i)	Medium-sized farmers ranging between 100 and 10,000 hectares in planted acreage that are typically not<br>serviced directly by agricultural input producers.
---	---

For Colombia there is a similar credit scoring process, however, guarantees are not required based on credit ratings but instead based on qualitative factors such as relationships and past experiences with customers.

Maximum exposure to credit risk as of March 31, 2023 and June 30, 2022:

	March 31, 2023	June 30, 2022
Trade receivables (current and non-current)	4,740,449	1,834,353
Advances to suppliers	222,064	383,257
	4,962,513	2,217,610
(c)	Liquidity risk
---	---

The Group defines liquidity risk as the risk of financial losses if it is unable to comply with its payment obligations in connection with financial liabilities settled in cash or other financial assets in a timely manner as they become due. The Group’s approach to managing this risk is to ensure that it has sufficient cash available to settle its obligations without incurring losses or affecting the operations. Management is ultimately responsible for managing liquidity risk, which relies on a liquidity risk management model to manage funding requirements and liquidity in the short, medium and long term.

30
Notes to the interim condensed consolidated financial statements<br><br><br><br>(In thousands of Brazilian reais - R$, except if otherwise indicated)
---

The Group’s cash position is monitored by its senior management, through management reports and periodic performance meetings. The Group also manages its liquidity risk by maintaining reserves, bank credit facilities and other borrowing facilities deemed appropriate, through ongoing monitoring of forecast and actual cash flows, as well as through the combination of maturity profiles of financial assets and liabilities.

The following maturity analysis of the Group’s financial liabilities and gross settled derivative financial instruments contracts (for which the cash flows are settled simultaneously) is based on the expected undiscounted contractual cash flows from the year end date to the contractual maturity date:

	March 31, 2023
	Up to 1 year	From 1 to 5 years	Total
Trade payables	4,809,569	2,709	4,812,278
Lease liabilities	94,297	103,914	198,211
Borrowings	1,422,712	70,512	1,493,224
Obligations to FIAGRO quota holders	156,821		156,821
Payables for the acquisition of subsidiaries	217,147	45,800	262,947
Commodity forward contracts	147,947	-	147,947
Derivative financial instruments	25,205	-	25,205
Salaries and social charges	220,820	-	220,820
Dividends payable	422	-	422
Warrant liabilities	-	33,462	33,462
Liability for FPA Shares	-	151,210	151,210
	7,094,940	407,607	7,502,547
	June 30, 2022
---	---	---	---
	Up to 1 year	From 1 to 5 years	Total
Trade payables	2,377,256	-	2,377,256
Lease liabilities	72,228	93,487	165,715
Borrowings	709,266	31,751	741,017
Payables for the acquisition of subsidiaries	114,540	55,444	169,984
Commodity forward contracts	27,729	-	27,729
Derivative financial instruments	7,303	-	7,303
Salaries and social charges	188,083	-	188,083
Dividends payable	422	-	422
	3,496,827	180,682	3,677,509
31
---
Notes to the interim condensed consolidated financial statements<br><br><br><br>(In thousands of Brazilian reais - R$, except if otherwise indicated)
---
(d)	Capital risk
---	---

The Group manages its capital risk through its leverage policy to ensure its ability to continue as a going concern and to maximize the return of its stakeholders by optimizing its balances of debt and net investment.

The Group’s main financial leverage indicator as of March 31, 2023 and June 30, 2022 is presented below:

	March 31, 2023	June 30, 2022
Borrowings	1,405,202	710,552
Payables for the acquisition of subsidiaries	255,002	164,431
Obligations to FIAGRO quota holders	147,119	-
Warrant liabilities	32,459	-
Liability for FPA Shares	146,674	-
(-) Cash equivalents	(739,085)	(254,413)
(-) Restricted cash	(147,003)	(1,344)
Net debt	1,100,368	619,226

The Group's strategy is to maintain the net debt up to 2.2 times the adjusted EBITDA.

(e)	Interest rate risk

Fluctuations in interest rates, such as the Brazilian interbank deposit rate, which is an average of interbank overnight rates in Brazil, and Colombian investment rate, which is an average of interbank and financial corporation loans, may have an effect on the cost of the Group’s borrowings and new borrowings.

The Group periodically monitors the effects of market changes in interest rates on its financial instruments portfolio. Funds raised by the Group are used to finance working capital on each crop season and are substantially raised at short term conditions.

As of March 31, 2023 and June 30, 2022, the Group had no derivative financial instruments used to mitigate interest rate risks.

(i) Sensitivity analysis – exposure to interest rates

To mitigate its exposure to interest rate risk, the Group uses different scenarios to evaluate the sensitivity of variations transactions impacted by the CDI Rate and IBR Rate. The “probable” scenario represents the impact on booked amounts considering the most current (February 2023) CDI Rate and IBR Rate and reflects management’s best estimates. The other scenarios consider an appreciation of 25% and 50% in such market interest rates, before taxes, which represents a significant change in the probable scenario for sensitivity purposes.

32
Notes to the interim condensed consolidated financial statements<br><br><br><br>(In thousands of Brazilian reais - R$, except if otherwise indicated)
---

The following table sets forth the potential impacts on the statements of profit or loss:

	As of March 31, 2023
		Expense on profit or loss
	Current Index	Probable	Possible (+25%)	Remote (+50%)
Floating rate borrowings in Brazil	CDI Rate (13.75%)	189,474	236,842	283,211
Floating rate borrowings in Colombia	IBR Rate (12.49%)	9,374	11,718	14,062
		198,848	248,560	297,273
(f)	Exchange rate risk
---	---

The Group is exposed to foreign exchange risk arising from its operations related to agricultural inputs, mainly related to the U.S. dollar, which significantly impacts global prices of agricultural inputs in general. Although all purchases and sales are conducted locally, certain purchase and sales contracts are indexed to the U.S. dollar.

The Group’s current commercial department seeks to reduce this exposure. Its marketing department is responsible for managing pricing tables and commercial strategies to seek a natural hedge between purchases and sales and to match currency and terms to the greatest extent possible.

The Group’s corporate treasury department is responsible for monitoring the forecasted cash flow exposure to the U.S. dollar, and whenever any mismatches as to terms and currencies are identified, non-deliverable forwards derivative financial instruments are purchased to offset these exposures, and therefore fulfill internal policy requirements. U.S. dollar exposure is managed by macro hedging through the analysis of the forecasted cash flow for the next two harvests. The Group may not have any leveraged derivative position.

The Group’s exchange rate exposure monitoring committee meets periodically across the commercial, treasury and corporate business departments. There are also committees on purchase valuation and business intelligence for the main goods traded by the Group.

The Group does not adopt hedge accounting. Therefore, gains and losses from derivative operations are fully recognized in the statements of profit or loss, as disclosed in Note 27.

(i) Sensitivity analysis – exposure to exchange rates

To gauge its exposure to exchange rate risk, the Group uses different scenarios to evaluate its asset and liability positions in foreign currency and their potential effects on its results.

The “probable” scenario below represents the impact on carrying amounts of the most current (April 2023) market rates for the U.S. dollar (R$5.00 to US$ 1.00). This analysis assumes that all other

33
Notes to the interim condensed consolidated financial statements<br><br><br><br>(In thousands of Brazilian reais - R$, except if otherwise indicated)
---

variables, particularly interest rates, remain constant. The other scenarios consider the appreciation of the Brazilian real against the US dollar at the rates of 25% and 50%, before taxes, which represents a significant change in the probable scenario for sensitivity purposes.

The following table set forth the potential impacts on the statements of profit or loss:

	As of March 31, 2023
		Effect on profit or loss and
	Current Index	Probable	Possible (+25%)	Remote (+50%)
Trade receivables in U.S. Dollars	5.0007	(5,040)	74,019	153,078
Trade payables in U.S. Dollars	5.0007	5,946	(87,322)	(180,589)
Borrowings in U.S. Dollars	5.0007	3,849	(56,527)	(116,903)
Net impacts on commercial operations		4,755	(69,830)	(144,414)
Derivative financial instruments	5.0007	(3,797)	55,762	115,321
Total impact, net of derivatives		958	(14,068)	(29,093)
(g)	Commodity prices risk in barter transactions
---	---

In all barter transactions mentioned in Note 10, the Group uses future commodity market price as the reference to value the quantities of commodities included in the forward contracts to be delivered by the customers as payment for the Group’s products into currency. The Group uses prices quoted by commodity trading companies to value the grain purchase contracts from farmers. Lavoro enters into grain sale contracts to sell those same grains to trading companies, at the same price of the purchased contracts with farmers. As such, the Group manages its exposure to those commodity prices by entering into the purchase and sale contracts at similar conditions.

These transactions are conducted by a corporate department which manages and controls such contracts as well as the compliance to Group’s policies.

(i) Sensitivity analysis – exposure to commodity price

To gauge its exposure to commodity price risk, the Group uses different scenarios to evaluate its asset and liability positions on commodity forward contracts in soybean and corn and their potential effects on its results.

The “current risk” scenario below represents the impact on carrying amounts as of March 31, 2023, with assumptions described in Note 10. The other scenarios consider the appreciation of main assumptions at the rates of 25% and 50%, before taxes, which represents a significant change in the probable scenario for sensitivity purposes.

34
Notes to the interim condensed consolidated financial statements<br><br><br><br>(In thousands of Brazilian reais - R$, except if otherwise indicated)
---

As of March 31, 2023:

	Tons	Position	Current Risk	Current Market	+25% current		+50% current
Position					Market	Impact	Market	Impact
Soybean 2023	153,009	Purchased	(39,958)	17.24	21.55	(9,989)	25.86	(19,979)
Soybean 2023	150,937	Sold	42,708	16.95	21.18	10,677	25.42	21,354
Corn 2023	285,120	Purchased	(54,426)	78.49	98.12	(13,607)	117.74	(27,213)
Corn 2023	70,717	Sold	15,910	77.68	97.10	3,978	116.52	7,955
Soybean 2024	173,353	Purchased	(46,006)	13.50	16.87	(11,502)	20.24	(23,003)
Soybean 2024	737	Sold	(97)	13.18	16.47	(24)	19.77	(49)
Corn 2024	18,107	Purchased	279	80.20	100.25	70	120.30	140
Corn 2024	1,090	Sold	(36)	80.20	100.25	(9)	120.30	(18)
Net exposure			(81,626)			(20,406)		(40,813)
(h)	Derivative financial investments
---	---

The Group is exposed to market risks mainly related to fluctuations in exchange rates and commodity prices. The Group maintains operations with financial instruments of protection to mitigate your exposure to these risks. The Group has been implementing and improving the internal controls to identify and measure the effects of transactions with trading companies and with financial institutions, so that such transactions are captured, recognized, and disclosed in the consolidated financial statements. The Group does not carry out investments of a nature speculative in derivatives or any other risk assets.

Derivatives are only used for economic hedging purposes and not as speculative investments. Trading derivatives are classified as current assets or liabilities.

To hedge commodity prices, the Group enters into a future commodity sale agreement with a trading company. The Group limits exposure to commodity prices by swapping liabilities with trading houses and hedge foreign exchange exposure through futures and derivatives.

	March 31, 2023	June 30, 2022
Options (put/call of commodities) (i)	81,977	(5,662)
Forwards (R$/US$)	3,666	(224)
Swap (R$/US$)	(8,724)	6442
Derivative financial instruments, net	76,919	556
(i)	See note 10 that describe the exposure to commodity prices and volume.
---	---
8.	Inventories
---	---
March 31, 2023	June 30, 2022
---	---
35
---
Notes to the interim condensed consolidated financial statements<br><br><br><br>(In thousands of Brazilian reais - R$, except if otherwise indicated)
---
Goods for resale	2,148,059	1,759,227
---	---	---
(-) Allowance for inventory losses	(14,692)	(10,186)
Total	2,133,367	1,749,041
9.	Taxes recoverable
---	---
	March 31, 2023	June 30, 2022
---	---	---	---
State VAT (“ICMS”) (i)	77,112	63,671
Brazilian federal contributions (ii)	148,586	59,975
Colombian federal contributions	34,628		21,016
Total	260,326		144,662
Current	132,370		93,725
Non-current	127,956		50,937
(i)	Refers to the Brazilian value-added tax on sales and services. The Group’s ICMS relates mainly to<br>the purchase of inputs and the Group has the benefit of a reduced ICMS tax rate.
---	---
(ii)	Includes: a) credits arising from the Brazilian government’s taxes charged for the social integration<br>program (PIS) and the social security program (COFINS), and Brazilian corporate income tax and social contributions. These credits, which<br>are recognized as current assets, will be used by the Group to offset other Federal taxes; b) withholding and overpaid taxes which can<br>be used to settle overdue or future payable federal taxes; c) withholding income tax on cash equivalents which can be used to offset taxes<br>owed at the end of the calendar year, in case of taxable profit, or are carried forward in case of tax loss; and d) During 2022/2023 the<br>Group obtained the benefit of deducting the ICMS benefit explained in item (i) in the income tax calculation. This was applied for the<br>prior periods and generated an income tax credit recorded in the nine-month period ended March 31, 2023.
---	---
10.	Commodity forward contracts – Barter transactions
---	---

Through barter transactions, the Group sells agricultural inputs (seeds, crop protection products, fertilizers) in exchange for future delivery of grains and oilseeds (soybeans and corn) at harvest. The mechanicsinvolve signing a contract with the client, specifying the volume of commodities to be delivered in exchange for our input products. The client's obligation is to deliver the agreed-upon commodities as payment, serving as collateral.

The fair value of commodity forward contracts is as follows:

	March 31, 2023	June 30, 2022
Fair value of commodity forward contracts<br><br> <br><br><br> <br>as of June:
Assets
Purchase contracts	2,428	16,054
Sale contracts	60,035	16,746
36
---
Notes to the interim condensed consolidated financial statements<br><br><br><br>(In thousands of Brazilian reais - R$, except if otherwise indicated)
---
	62,463	32,800
---	---	---
Liabilities
Purchase contracts	(143,301)	(14,995)
Sale contracts	(810)	(12,043)
	(144,111)	(27,038)

The changes in fair value recognized in the statements of profit or loss are in note 27.

The main assumptions used in the fair value calculation are as follows:

	Outstanding<br><br> <br><br><br> <br>Volume (tons)	Average of contract prices<br><br> <br><br><br> <br>R$/Bag	Average Market Prices<br><br> <br><br><br> <br>(Corn R$/bag (ii); Soybean US$/bu(i))	Soybean market premium<br><br> <br><br><br> <br>(US$/bu)	Freight<br><br> <br><br><br> <br>(R$/ton)
Purchase Contracts
Soybean
As of June 30, 2022	81,379	147.65	14.52	0.4	358.55
As of March 31, 2023	321,446	152.17	14.05	-0.2	320.18
Corn
As of June 30, 2022	181,475	67.47	86.95	N/A	381.00
As of March 31, 2023	308,015	67.92	78.87	N/A	352.18
Selling Contracts
Soybean
As of June 30, 2022	70,191	147.46	14.56	0.5	367.46
As of March 31, 2023	148,326	153.11	15.04	-0.8	306.89
Corn
As of June 30, 2022	114,063	67.45	87.06	N/A	451.83
As of March 31, 2023	75,060	72.40	78.83	N/A	324.31
(i)	Market price published by Chicago Board of Trade which is a futures and options exchange in United States.
---	---
(ii)	Market price published by B3 – Brasil, Bolsa, Balcão which is a futures, options and stock exchange in Brazil.
---	---
11.	Right-of-use assets and lease liabilities
---	---
37
---
Notes to the interim condensed consolidated financial statements<br><br><br><br>(In thousands of Brazilian reais - R$, except if otherwise indicated)
---

The carrying amounts of right-of-use assets and lease liabilities as of March 31, 2023 and June 30, 2022 are described below:

(a)	Right-of-use assets
	Vehicles	Buildings	Machinery and equipment	Total
---	---	---	---	---
Cost	74,604	124,594	46,110	245,308
Accumulated<br> depreciation	(28,756)	(60,564)	(15,809)	(105,129)
Balance at<br> June 30, 2022	45,848	64,030	30,301	140,179
Cost	96,533	148,944	68,025	313,502
Accumulated<br> depreciation	(46,400)	(77,728)	(26,077)	(150,205)
Balance at<br> March 31, 2023	50,133	71,216	41,948	163,297

Right-of-use assets amortization expense for the nine-month period March 31, 2023 was R$38,160 (R$38,284 for the nine-month period March 31, 2022).

(b)	Lease liabilities
	March 31, 2023	June 30, 2022
---	---	---
Vehicles	60,288	49,588
Buildings	93,694	80,768
Machinery<br> and equipment	26,286	24,897
Total	180,268	155,253
Current	88,463	69,226
Non-current	91,805	86,027

Total interest on lease liabilities incurred for the nine-month period ended March 31, 2023 was R$12,689 (R$9,584 for the nine-month period ended March 31, 2022).

38
Notes to the interim condensed consolidated financial statements<br><br><br><br>(In thousands of Brazilian reais - R$, except if otherwise indicated)
---
12.	Property, plant and equipment
---	---
(a)	Property, plant and equipment balance is as follows:
---	---
	Vehicles	Lands, buildings and improvements	Machines, equipment and facilities	Furniture and fixtures	Computer equipment	Total
---	---	---	---	---	---	---
Cost	36,316	99,541	53,699	11,892	4,372	205,820
Accumulated depreciation	(26,208)	(7,968)	(18,581)	(5,031)	(1,827)	(59,615)
Balance at June 30, 2022	10,108	91,573	35,118	6,861	2,545	146,205
Cost	38,775	125,578	62,972	14,077	5,369	246,771
Accumulated depreciation	(29,258)	(12,643)	(20,254)	(6,322)	(2,547)	(71,024)
Balance at March 31, 2023	9,517	112,935	42,718	7,755	2,822	175,747

Depreciation expense of property, plant and equipment for the nine-month period ended March 31, 2023 was R$12,512 (R$6,850 for the nine-month period ended March 31, 2022).

There were no indications of impairment of property and equipment as of and for the nine-month period ended March 31, 2022.

39
Notes to the interim condensed consolidated financial statements<br><br><br><br>(In thousands of Brazilian reais - R$, except if otherwise indicated)
---
13.	Intangible assets
---	---
(b)	Intangible assets balance is as follows:
---	---
	Goodwill	Customer relationship	Purchase contracts and brands	Software and other	Total
---	---	---	---	---	---
Cost:
At June 30, 2021	396,716	256,225	15,031	38,580	706,552
Additions	-	-	-	17,793	17,793
Business<br> combinations	71,348	45,922	8,764	-	126,034
Translation<br> adjustment	(1,559)	(670)	(1,949)	-	(4,178)
Other<br> (ii)	(14,531)	-	-	-	(14,531)
At June 30, 2022	451,974	301,477	21,846	56,373	831,670
Additions	-	-	-	7,232	7,232
Business<br> combinations (i)	95,150	30,755	-	-	125,905
Other<br> (iii)	(3,201)				(3,201)
Translation<br> adjustment	(2,654)	(1,770)	(128)	(26)	(4,579)
At March 31, 2023	541,269	330,462	21,718	63,579	957,027
Amortization:
At June 30, 2021		45,760	1,085	2,897	49,742
Amortization<br> for the period	-	43,742	5,844	8,021	57,607
At June 30, 2022	-	89,502	6,929	10,918	107,349
Amortization<br> for the period	-	33,896	2,215	16,810	52,921
At March 31, 2023	-	123,398	9,144	27,728	160,270
At June 30, 2022	451,974	211,975	14,917	45,455	724,321
At<br> March 31, 2023	541,269	198,787	12,574	44,128	796,757

(i) Balances arising from business combinations (Note 18).

(ii) Balances arising from the adjustment in the purchase price from acquisition of Desempar and Cultivar, which occurred in the year ended June 30, 2021. The consideration for each acquisition was subject to post-closing price adjustments, based on the working capital variations of the purchased company.

40
Notes to the interim condensed consolidated financial statements<br><br><br><br>(In thousands of Brazilian reais - R$, except if otherwise indicated)
---

(iii) Balance arising from the adjustment in the purchase price from acquisition of Agrozap, which occurred in the year ended June 30, 2022. The consideration for the acquisition was subject to post-closing price adjustment, based on the working capital variations of the purchased company.

41
Notes to the interim condensed consolidated financial statements<br><br><br><br>(In thousands of Brazilian reais - R$, except if otherwise indicated)
---

Impairment of intangible assets

For the nine-month period ended December 31, 2022, there were no indications that the Group’s intangible assets might be impaired.

14.	Trade payables
(a)	Trade payables
---	---
	March 31, 2023	June 30, 2022
---	---	---
Trade payables – Brazil	4,323,712	1,990,089
Trade payables – Colombia	266,281	311,611
Total	4,592,993	2,301,700

The average effective interest rate used to discount trade payables for the nine-month period ended March 31, 2023 was 1.58% per month (1.18% as of June 30, 2022).

(b)	Guarantees

The Group acquires guarantees with financial institutions in connection with installment purchases of agricultural inputs from certain suppliers. These guarantees are represented by short-term bank guarantees and endorsement to the supplier of CPRs obtained from customers in the sale process. The amount of these guarantees as of March 31, 2023 was R$1,738,140 (R$506,750 as of June 30, 2022).

15.	Borrowings
	March 31, 2023	June 30, 2022
---	---	---
Borrowing in Colombia	63,545	39,755
Borrowings in Brazil	1,341,657	670,797
Total borrowings	1,405,202	710,552
(a)	Debt composition
---	---
42
---
Notes to the interim condensed consolidated financial statements<br><br><br><br>(In thousands of Brazilian reais - R$, except if otherwise indicated)
---
	Average interest rate March 31, 2023 (i)	March 31, 2023	Average interest rate June 30, 2022(i)	June 30, 2022
---	---	---	---	---
Debt contracts in Brazil in:
R$, indexed to CDI (ii) (iv)	16.62%	1,084,771	14,45%	525,099
R$, with fixed interest (iv)	8.76%	14,334	-
U.S. Dollars, with fixed interest (iv)	4.03%	245,354	3,16%	145,698
Debt contracts in Colombia in:
COP, indexed to IBR (iii) / (iv)	15.43%	57,940	14,26%	39,755
COP, with fixed interest (iv)	15.72%	2,803	-	-
Total		1,405,202		710,552
Current		1,334,690		681,217
Non-current		70,512		29,335
(i)	In order to determine the average interest rate for debt contracts with floating rates, the Group used the rates prevailing during<br>the periods.
---	---
(ii)	Brazilian reais denominated debt that bears interest at the CDI Rate (see Note 7 for a definition of those indexes), plus spread.
---	---
(iii)	Colombian peso-denominated debt that bears interest at the IBR rate (see Note 7 for a definition of those indexes), plus spread.
---	---
(iv)	The borrowings are guaranteed by bank guarantees in the amount of R$191,000 and R$110,219 of transferred credit rights (see note 5).
---	---
(b)	Movement in borrowings
---	---
At June 30, 2022	710,552
---	---
Proceeds from borrowings	1,142,491
Repayment of principal amount	(624,453)
Accrued interest	227,016
Borrowings<br> from acquired companies	25,756
Interest payment	(76,160)
At March 31, 2023	1,405,203
(c)	Schedule of maturity of noncurrent portion of borrowings
---	---

The installments are distributed by maturity year:

43
Notes to the interim condensed consolidated financial statements<br><br><br><br>(In thousands of Brazilian reais - R$, except if otherwise indicated)
---
	March 31, 2023
---	---
2024	7,474
2025	28,537
2026	4,009
2027	30,492
Total	70.512
(d)	Covenants
---	---

As of March 31, 2022, the Group has borrowings that required meeting covenants and financial rations including maintaining the current liquidity ratio at a level higher than 1.1. Covenants are measured on a yearly basis as of June 30 each year. Management monitors the calculations of this ratio periodically in order to verify indications of non-compliance with the contractual terms. On March 31, 2023, there were no indications the Group will not be able to comply with this ratio as of the next measurement period.

16.	Obligations to FIAGRO quota holders

On July 22, 2022, the Group entered into an agreement to transfer receivables in the aggregate amount of R$160,000 to FIAGRO, a structured entity, as defined by IFRS 10, established under Brazilian law designed specifically for investing in agribusiness credit rights receivables. The acquisition of such receivables by the FIAGRO investment fund enables the Group to anticipate the receipt of funds from such receivables.

The Group holds all subordinated quotas issued by the FIAGRO, representing approximately 5% of the total outstanding quotas in an aggregate amount of R$8,100 while other parties hold all senior and mezzanine quotas, representing approximately 95% of the total outstanding quotas, which includes certain of Patria’s related parties that acquired the mezzanine quotas of FIAGRO in an aggregate amount of R$56,000. Under the terms of the FIAGRO, we are not liable in case there is a default on the credit rights acquired by the fund, but any such default may adversely affect our stake in FIAGRO quotas. Our agreement to assign certain credit rights to FIAGRO will expire when all assigned receivables have been liquidated.

The bylaws of the FIAGRO were established by the Group at their inception, and grant the Group significant decision-making authority over these entities, such as the right to determine which credits rights are eligible to be acquired by the FIAGRO.

In addition, senior and mezzanine quota holders receive interest at a benchmark rate of return ranging from the CDI rate + 2.45% per year up to the CDI rate + 8.0% per year. Residual returns from the FIAGRO fund, if any, are paid on the subordinated quotas, which do not bear interest and are not otherwise entitled to any pre-established rate of return. Senior and mezzanine quotas amortize

44
Notes to the interim condensed consolidated financial statements<br><br><br><br>(In thousands of Brazilian reais - R$, except if otherwise indicated)
---

annually over a three-year period after an initial 24-month grace period, whereas subordinated quotas amortize at the end of the fifth annual period.

In accordance with IFRS 10, we concluded we control FIAGRO and, therefore, it is consolidated in our financial statements. The senior and mezzanine quotas are accounted for as a financial liability under “Obligations to FIAGRO quota holders” and the remuneration paid to senior and mezzanine quota holders is recorded as interest expense.

17.	Payables for the acquisition of subsidiaries

The purchase agreements for acquisition of subsidiaries include payments to the seller in the event of successful collection, after the acquisition date of outstanding receivables and certain tax credits subject to administrative proceedings. See Note 18.

Consideration paid during the nine-month period March 31, 2023, net of cash acquired, was R$121,410 which includes installment payments for acquisitions completed in previous years in the amount of R$65,242 (R$213,212 on June 30, 2022, which includes payments for acquisitions made in previous years in the amount of R$140,346). All these payments are included in the “Acquisition of subsidiary, net of cash acquired” in the cash flows.

18.	Acquisition of subsidiaries
(a)	Acquisitions for the nine-month period ended March 31, 2023
---	---

The fair value of the identifiable assets and liabilities, consideration transferred and goodwill as of the date of each acquisition was:

	Fair value as of the acquisition date
Assets	Floema (d)	Casa Trevo<br><br> <br><br><br> <br>(e)	Provecampo<br><br> <br><br><br> <br>(f)	Sollo Sul and Dissul<br><br> <br><br><br> <br>(g)	Total
Cash equivalents	24,167	12,306	10,479	16,307	63,259
Trade receivables	19,892	32,106	7,499	132,467	191,964
Inventories	52,133	61,734	11,320	84,226	209,413
45
---
Notes to the interim condensed consolidated financial statements<br><br><br><br>(In thousands of Brazilian reais - R$, except if otherwise indicated)
---
Other assets	11,739	4,750	23	46,663	63,175
---	---	---	---	---	---
Property, plant and equipment	1,152	867	983	2,372	5,374
Intangible assets	14,879	1,676	12,117	2,083	30,755
	123,962	113,439	42,421	284,118	563,940
Liabilities
Trade payables	88,902	48,070	10,980	80,811	228,763
Borrowings	-	-	-	25,756	25,756
Provision for contingencies	-	10,245	-	-	10,245
Other liabilities	1,543	13,659	6,910	87,921	110,033
	90,445	71,974	17,890	194,488	374,797
Total identifiable net assets at fair value	33,517	41,465	24,531	89,630	189,143
Non-controlling interests (i)		(6,220)	-	-	(6,220)
Goodwill arising on acquisition	25,796	9,625	2,010	57,719	95,150
Consideration transferred	59,313	44,870	26,541	147,349	278,073
Cash paid	25,294	23,619	17,682	52,832	119,427
Shares issued (i)	12,296	-	-	-	12,296
Payable in installments	21,723	21,251	8,859	94,517	146,350

(i) The total of non-controlling interests and shares issued represents the acquisition of subsidiaries presented in the statement of changes in net investment.

(b)	Acquisitions in the year ended June 30, 2022

The fair value of the identifiable assets and liabilities, consideration transferred and goodwill as of the date of each acquisition was:

	Fair value as of the acquisition date
Assets	Produtiva (h)	Cenagro (i)	Cenagral (j)	Union Agro (k)	Agrozap (l)	Nova Geração (m)	Total
Cash and cash equivalents	53,699	2,142	1,064	66,256	9,028	1,617	133,806
Trade receivables	27,610	11,792	7,492	117,882	98,201	47,978	310,955
46
---
Notes to the interim condensed consolidated financial statements<br><br><br><br>(In thousands of Brazilian reais - R$, except if otherwise indicated)
---
Inventories	46,261	22,670	5,833	42,435	85,683	9,631	212,513
---	---	---	---	---	---	---	---
Other assets	8,472	12,225	1,023	4,524	22,204	2,893	51,341
Property, plant and equipment	1,223	1,266	363	26,659	2,642	585	32,738
Intangible assets (i)	26,074	2,602	7,437	8,293	6,015	4,265	54,686
	163,339	52,697	23,212	266,049	223,773	66,969	796,039
Liabilities
Trade payables	77,063	17,008	2,097	24,750	136,086	37,532	294,536
Borrowings	-	3,045	-	25,157	50,701	6,194	85,097
Provision for contingencies	-	-	-	11,362	-		11,362
Other liabilities	8,898	18,410	5,750	9,923	25,029	743	68,753
	85,961	38,463	7,847	71,192	211,816	44,469	459,748
Total identifiable net assets at fair value	77,378	14,234	15,365	194,857	11,957	22,500	336,291
Non-controlling interests	-	(2,847)	(3,073)	(52,611)	(4,215)	-	(62,746)
Goodwill arising on acquisition	9,491	11,468	9,003	-	33,218	8,168	71,348
Gain on bargain purchase	-	-	-	(18,295)	-		(18,295)
Consideration transferred	86,869	22,855	21,295	123,951	40,960	30,668	326,598
Cash paid	36,385	16,724	15,376	103,800	18,813	15,574	206,672
Shares issued	22,500	-	-	-	-	7,807	30,307
Payable in installments	27,984	6,131	5,919	20,151	22,147	7,287	89,619
(c)	Fair value of assets acquired
---	---

The Group estimated the fair value of significant assets acquired using the following valuation methods:

47
Notes to the interim condensed consolidated financial statements<br><br><br><br>(In thousands of Brazilian reais - R$, except if otherwise indicated)
---
Item	March 31, 2023	June 30, 2022	Nature	Valuation method
---	---	---	---	---
Customer relationship	30,755	45,922	A loyal relationship between the acquirees and its customers, which translates into recurring purchases of products and services	Multi Period Excess Earnings Method (MPEEM)
Inventories	209,413	212,513	Inventories	Selling price less all expenses related to the distribution of that good
Brand	-	8,764	Private label products (Produtiva, Union and Cenagral)	Relief from Royalty method
	240,168	267,199

There were no differences between accounting basis and tax basis on fair value adjustments, and therefore no deferred taxes were recorded, except for Provecampo, where the Group identified a difference in the accounting and tax basis and recorded a corresponding deferred tax liability of R$4,110 once the Group does not have a viable tax plan that will permit that the accounting basis and tax basis be the same after the acquisition.

(d)	Acquisition of Floema

On March 22, 2022, the Group signed an agreement for the acquisition of Floema Soluções Nutricionais de Cultivos Ltda. (“Floema”), establishing the terms and other conditions for its acquisition.

The fair value of the shares issued to this acquisition was based on an equity transaction with third parties close to the acquisition date.

The acquisition was completed on August 4, 2022 and the Group currently owns a 63.61% interest.

(e)	Acquisition of Casa Trevo Participações S.A.

On May 5, 2022, the Group signed an agreement for the acquisition of Casa Trevo Participações S.A. (“Casa Trevo”), establishing the terms and other conditions for its acquisition.

The acquisition was completed on August 31, 2022 and the Group currently owns a 79.14% interest.

(f)	Acquisition of Provecampo

On June 16, 2022, the Group signed an agreement for the acquisition of Provecampo S.A.S. (“Provecampo”), an entity incorporated in Colombia, establishing the terms and other conditions for its acquisition.

The acquisition was completed on July 29, 2022 and the Group currently owns a 94.93% interest.

48
Notes to the interim condensed consolidated financial statements<br><br><br><br>(In thousands of Brazilian reais - R$, except if otherwise indicated)
---
(g)	Acquisition of Sollo Sul e Dissul
---	---

On July 22, 2022, the Group signed an agreement for the acquisition of Sollo Sul Insumos Agrícolas Ltda (“Sollo Sul”) and Dissul Insumos Agrícolas Ltda. ("Dissul"), establishing the terms and other conditions for its acquisition.

The acquisition was completed on November 30, 2022 and the Group currently owns a 93.11% interest.

(h)	Acquisition of Produtiva

On June 23, 2021, an agreement was signed between Produtec Comércio e Representações S.A. (“Produtec”), a subsidiary of Lavoro Brazil, to acquire Produtiva Agronegócios Comércio e Representações S.A. (“Produtiva”), establishing the terms and other conditions for its acquisition.

The fair value of the shares issued to this acquisition was based on an equity transaction with third parties close to the acquisition date.

The acquisition was completed on September 2, 2021, and the Group currently indirectly owns an 80% interest.

Under the terms of the acquisition agreement the Group is committed to repaying the sellers an amount of R$4,733 related to the successful collection of receivables past due as of the acquisition date.

(i)	Acquisition of Cenagro

On July 28, 2021, the Group signed an agreement to acquire Grupo Cenagro SAS (“Cenagro”), an entity incorporated in Colombia, establishing the terms and other conditions for its acquisition.

The acquisition was completed on August 31, 2021 and the Group currently owns an 80% interest in Cenagro.

(j)	Acquisition of Cenagral

On July 28, 2021, the Group signed an agreement to acquire Cenagral SAS (“Cenagral”), an entity incorporated in Colombia, establishing the terms and other conditions for its acquisition.

The acquisition was completed on August 31, 2021 and the Group currently owns an 80% interest in Cenagral.

(k)	Acquisition of Union Agro
49
---
Notes to the interim condensed consolidated financial statements<br><br><br><br>(In thousands of Brazilian reais - R$, except if otherwise indicated)
---

On July 26, 2021, the Group signed an agreement to acquire Union Agro S.A. (“Union Agro”), establishing the terms and other conditions for its acquisition.

The acquisition was completed on October 28, 2021 and the Group currently owns a 73% interest.

A gain on bargain purchase in the amount of R$18,295 was recognized on the acquisition date. This gain is recorded under other operating income, net, as discussed in Note 26.

(l)	Acquisition of Agrozap

On August 5, 2021, the Group signed an agreement for the acquisition of Facirolli Comércio e Representações Ltda. (“AgroZap”), establishing the terms and other conditions for its acquisition.

The acquisition was completed on January 7, 2022 and the Group currently owns a 54.36% interest.

Under the terms of the acquisition agreement, the Group is committed to repaying the sellers an amount of R$4,029 related to the successful collection of receivables past due as of the acquisition date.

(m)	Acquisition of Nova Geração

On December 24, 2021, the Group signed an agreement for the acquisition of Nova Geração Comércio de Produtos Agrícolas Ltda. (“Nova Geração”), establishing the terms and other conditions for its acquisition.

The acquisition was completed on April 6, 2022 and the Group currently owns a 66.75% interest.

Total consideration transferred amounted to R$30,668 of which R$10,930 was paid in cash on the closing date of the acquisition, which occurred on April 6, 2022 and R$7,807 was paid in shares. The remaining R$11,931 will be paid in cash in April 2023.

(h)	Pro forma information

The following tables discloses the Group’s revenues and profit or loss for the period assuming all of the acquisitions completed during the year were completed at the beginning of such year:

	March 31, 2023	March 31, 2022
Revenues	8,356,011	7,715,672
Profit (loss) for the period	(103,300)	311,021
(i)	Revenues and results from new subsidiaries
---	---
50
---
Notes to the interim condensed consolidated financial statements<br><br><br><br>(In thousands of Brazilian reais - R$, except if otherwise indicated)
---

The revenues and profit or loss of the acquisitions from the acquisition date through the end of the fiscal year in which the acquisition was completed and included in the combined statement of profit or loss are as follows:

Acquisitions in the period ended March 31, 2023:

	Revenues	Profit (loss)	Period from
Provecampo	23,913	2,869	August 2022
Floema	185,777	14,564	August 2022
Casa Trevo	110,705	(546)	September 2022
Sollo Sul	108,738	(11,693)	December 2022
Dissul	6,307	60	December 2022
Total	435,440	5,254

Acquisitions in the year ended March 31, 2022:

	Revenues	Profit	Period from
Produttiva	131,693	15,600	September 2021
Cenagro	105,369	9,128	September 2021
Cenagral	103,616	365	September 2021
Union Agro	110,573	4,672	November 2021
Agrozap	18,385	458	January 2022
Total	469,636	30,223
(j)	Signed agreement of acquisitions
---	---
·	Acquisition of NS Agro S.A. (“NS Agro”)
---	---

The Group signed an agreement on August 25, 2022, for the acquisition of 82% interest in NS Agro S.A. (“NS Agro”), establishing the terms and other conditions for its acquisition. Consideration to be transferred for the acquisition amounted to R$664,210 to be paid in cash in three installments. The completion of this acquisition is subject to the usual precedent conditions for this type of transaction, including the approval by the regulatory authorities in Brazil, and has not been completed by the Group as of the issuance date of these interim financial statements.

51
Notes to the interim condensed consolidated financial statements<br><br><br><br>(In thousands of Brazilian reais - R$, except if otherwise indicated)
---
·	Acquisition of Referencia Agroinsumos LTDA. (“Referencia”)
---	---

On February 28, 2023, the Group entered into an agreement for the acquisition of a 70% interest in Referencia Agroinsumos LTDA., or “Referencia Agro.” The consideration transferred totaled R$140,000 of which R$105,000 will be paid in cash on the closing date and R$35,000 a year after the closing date.

The completion of this acquisition is subject to the fulfilment of conditions precedent customary for this type of transaction, which include obtaining the requisite approvals from the relevant regulatory authorities in Brazil, and has not been completed by the Group as of the issuance date of these interim financial statements.

19.	Accounting considerationsrelated to the SPAC Transaction

On February 28, 2023, Lavoro and TPB Acquisition Corp. consummated a capital reorganization transaction as described in note 1.b.

The SPAC Transaction was accounted for as a capital reorganization in accordance with IFRS 2, Share-based Payment. Under this method of accounting, TPB Acquisition Corp. is treated as the “acquired” company for financial reporting purposes and Lavoro as the accounting “acquirer”. The net assets of TPB Acquisition Corp were stated at historical cost, with no goodwill or other intangible assets recorded. The SPAC Transaction, which is not within the scope of IFRS 3, since TPB Acquisition Corp. did not meet the definition of a “business” pursuant to IFRS 3, was accounted for within the scope of IFRS 2 — Share-Based Payments, or IFRS 2. Any excess of fair value of Lavoro’s ordinary shares issued over the fair value of TPB Acquisition Corp identifiable net assets acquired represents compensation for the service of a stock exchange listing for its shares and is expensed as incurred.

Accordingly, the Group recorded a listing expense as follows:

	As of February 27, 2023
Deemed cost of shares issued to TPB Acquisition Corp shareholders (i)	893,613
Less: Net assets of TPB Acquisition Corp at historical cost	(574,059)
Listing expense	319,554
52
---
Notes to the interim condensed consolidated financial statements<br><br><br><br>(In thousands of Brazilian reais - R$, except if otherwise indicated)
---
(i)	Estimated fair value determined based on the opening quoted market price of $9.55 per share as of March 1, 2023 and foreign exchange<br>rate reported by the Brazilian Central Bank of $1.00 to R$5.21.
---	---

Warrants

TPB Acquisition Corp. issued 10,086,606 public and private warrants to certain of its shareholders and its maturity is February 28, 2028. Such public and private warrants were assumed by Lavoro as a result of the SPAC Transaction. The aggregate fair value of the private and public warrants as of March 31, 2023 is R$32,459, and the warrants are reported in the condensed consolidated statement of financial position as warrant liabilities under non-current liabilities. For both the three-month and nine-month period ending March 31, 2023, the Group recognized a gain of R$7,744 related to changes to the fair value of public warrants and private warrants. The fair value of the warrants was calculated based on the listed market price of such warrants.

Vesting founder shares and unvested founder shares

As part of the SPAC Transaction certain TPB Acquisition Corp.’s shareholders were issued a number of Lavoro ordinary shares tin exchange of TPB Acquisition Corp.’s Class B Ordinary Share that they held prior to the completion of the SPAC Transaction, of which (i) Two-thirds (3,006,050) of such Lavoro ordinary share were deemed to be vesting founder share, and (ii) one-third (1,503,025) of such Lavoro ordinary share were issued to those shareholders.

Vesting founder shares will be subject to certain vesting conditions. If at any time during the 3-year period following the close of the SPAC Transaction, for over any 20 trading days within any consecutive 30 trading day period, the closing share price of Lavoro ordinary share is greater than or equal to:

• $12.50, then one-half of the vesting founder shares will vest; and

• $15.00, then an additional one-half of the vesting founder shares will vest.

Lavoro’s ordinary share price targets will be equitably adjusted for stock splits, stock dividends, cash dividends, reorganizations, combinations, recapitalizations and similar transactions affecting Lavoro’s ordinary shares. Any vesting founder shares that will not vest during the 3-year period following the closing of the SPAC Transaction will be forfeited after the 3-year period.

The vesting founder shares are considered equity classified contingent considerations under IFRS 2 and are reported as additional paid-in capital under equity.

In order to determine the fair value of the Vesting Founder Shares as of the closing of the SPAC Transaction, a Monte Carlo simulation was used, where the future stock price was modeled such that it follows a geometric Brownian motion with constant drift and volatility, where volatility was based on quoted prices of comparable companies. A volatility rate of 54.4% and a risk-free rate of 4.51% were used in the model. Value per share was $9.53 and $8.53 for the shares vesting at $12.50 and $15.00, respectively. In order to determine the fair value of the Unvested Founder Shares as of the closing of the SPAC Transaction, the shares were discounted using a Finnerty put model, assuming a risk-free rate of 4.88%, volatility rate of 54.4%, and a restricted term of 3 months (the estimated time to complete a registration statement). Value per share was determined to be $10.08.

Forward share purchase agreements

TPB Acquisition Corp. entered into certain Forward Share Purchase Agreements with certain shareholders of TPB Acquisition Corp., in which TPB Acquisition Corp. agreed to purchase, in the

53
Notes to the interim condensed consolidated financial statements<br><br><br><br>(In thousands of Brazilian reais - R$, except if otherwise indicated)
---

aggregate, up to 2,830,750 of TPB Acquisition Corp.’s Class A Ordinary Shares held by those equity holders, either after 24 months after closing of the SPAC Transaction or after meeting certain criteria as defined in the Forward Share Purchase Agreements. Such Forward Share Purchase Agreements were assumed by the Lavoro, whereby Lavoro agreed to purchase the same number of Lavoro’s ordinary shares under the same conditions as defined in those Forward Share Purchase Agreements. Lavoro placed a designated balance of funds into an escrow account at the closing of the SPAC Transaction for the purpose acquiring such shares.

Lavoro s Ordinary Shares subject to the Forward Share Purchase Agreement are considered financial liabilities and are recorded in the condensed consolidated statement of financial position as Liability for FPA Shares in non-current liabilities at the amounts deposited in the escrow account. The designated balance of funds in the escrow account is reported in the condensed consolidated statement of financial position as restricted cash. The amount of Liability for FPA Shares and the restricted cash was R$146,674 as of March 31, 2023.

20.	Incometaxes
(a)	Reconciliation of income taxes expense
---	---
	March 31, 2023	March 31, 2022
---	---	---
Profit (loss) before income taxes	(192,265)	352,882
Statutory rate (i)	34%	34%
Income taxes at statutory rate	66,324	(119,980)
Unrecognized deferred tax asset (ii)	(162,506)	18,697
54
---
Notes to the interim condensed consolidated financial statements<br><br><br><br>(In thousands of Brazilian reais - R$, except if otherwise indicated)
---
Difference from income taxes calculation based on taxable profit computed as a percentage of gross revenue	11,023	7,422
---	---	---
Deferred income taxes over goodwill tax recoverable	(5,044)
Tax benefit (iii)	163,963	-
Other	(3,543)	(10,543)
Income tax expense	70,217	(104,404)
Income tax and social contribution effective rate	-35.84%	29.59%
Current income taxes	(17,921)	(117,836)
Deferred income taxes	88,138	13,432
(i)	The effective tax rate reconciliation considers the statutory income taxes rates in Brazil, due to the<br>significance of the Brazilian operation when compared to Colombia. The difference to reconcile the effective rate to the Colombian statutory<br>rate (32%) is included in others.
---	---
(ii)	The Group did not recognize deferred tax assets on accumulated tax losses from certain subsidiaries in<br>a total amount of unrecognized credits on tax losses of R$160,600 (R$80,100 for March 31, 2022). The Group assessed that is unlikely that<br>these subsidiaries will generate future taxable income in the foreseeable future.
---	---
(iii)	This amount reflects the tax benefit from the deduction of the ICMS tax benefits in the calculation of<br>the income tax (see note 9).
---	---
(b)	Deferred income taxes balances
---	---
	March 31, 2023	June 30, 2022
---	---	---
Deferred assets and liabilities:
Amortization of fair value adjustment	62,968	32,787
Tax losses	94,749	49,332
Allowance for expected credit losses	49,574	51,379
Adjustment to present value	17,230	40,639
Provision for management bonuses	21,826	26,738
Allowance for inventory losses	3,780	3,463
Financial effect on derivatives	(28,578)	2,001
Fair value of commodity forward contracts	27,753	(1,959)
Unrealized exchange gains or losses	(1,928)	(1,803)
Unrealized profit in Inventories	(4,766)	8,187
55
---
Notes to the interim condensed consolidated financial statements<br><br><br><br>(In thousands of Brazilian reais - R$, except if otherwise indicated)
---
Amortized right-of-use assets	7,115	2,617
---	---	---
Deferred tax on goodwill	5,044	-
Other provisions	18,888	(19,886)
Deferred income tax assets,<br> net	285,174	200,986
Deferred income tax liabilities,<br> net	(11,519)	(7,491)
Deferred income tax assets,<br> net	273,655	193,495
	Deferred income tax and social contribution
---	---
At June 30,<br> 2021	114,748
Recognized<br> in the statement of income	78,747
At June 30,<br> 2022	193,495
Recognized in the statement of income	85,286
Deferred tax from acquired companies	(5,126)
At March 31, 2023	273,655
21.	Provisions for contingencies
---	---

Probable losses

The balance of probable losses from civil, tax and labor contingencies recognized by the Group was R$9,856 and R$2,966 respectively as of March 31, 2023 and June 30, 2022.

Possible losses

The Group is a party to various proceedings involving tax, environmental and civil matters that were assessed by management, under advice of legal counsel, as possibly leading to losses. Possible losses from contingencies amounted to R$81,004 and R$11,600 as of March 31, 2023 and June 30, 2022, respectively.

22.	Advances from customers
(a)	Movement in the period
---	---
	March 31, 2023	June 30, 2022
---	---	---
Balance as of the beginning of the period	320,560	509,403
56
---
Notes to the interim condensed consolidated financial statements<br><br><br><br>(In thousands of Brazilian reais - R$, except if otherwise indicated)
---
Revenue recognized that was included in the contract liability balance at the beginning of the year	(320,560)	(509,403)
---	---	---
Increase in advances	281,726	301,963
Advances from acquired companies	61,115	18,597
Balance at the end of the period	342,841	320,560
23.	Related parties
---	---

Related parties of the Group that have receivable, payable or other balances are either (i) Non-controlling shareholders, (ii) Patria Investments Limited, which manages the funds that control the Group, or (iii) Key management personnel.

(a)	Breakdown of assets and liabilities:
	March 31, 2023	June 30, 2022
---	---	---
Assets
Trade receivables (i)	22,929	11,677
Advances to suppliers (i)	67	67
Total assets	22,996	11,744
Liabilities
Trade payables (i)	1,725	274
Advances from customers (i)	81	1,097
Payables for the acquisition of subsidiaries (ii)	170,126	63,930
Total liabilities	171,932	65,301
57
---
Notes to the interim condensed consolidated financial statements<br><br><br><br>(In thousands of Brazilian reais - R$, except if otherwise indicated)
---
(i)	Refer to commercial transactions in the ordinary course of business with non-controlling shareholders of subsidiaries. Such transactions<br>are carried at the same commercial terms as non-related parties customers.
---	---
(ii)	Payments in installments to the non-controlling shareholders related to certain business combinations as described in Note 18.
---	---
(b)	Statement of profit or loss
---	---
	March 31, 2023	March 31, 2022
---	---	---
Revenue from<br> sales of products (i)	28,699	32,246
M&A and<br> monitoring expenses (ii)	(16,699)	(1,992)
Interest on payables for<br> the acquisition of subsidiaries	(2,938)	(11,691)
Other expenses	(205)	-
Total	8,857	18,563
(i)	Refer to commercial transactions in the ordinary course of business with non-controlling shareholders of subsidiaries. Such transactions<br>are carried at the same commercial terms as non-related party customers.
---	---
(ii)	Expenses paid to the Parent in relation to management support services for acquisition transactions by Gestão e Transformação<br>S.A.
---	---
(c)	Key management personnel compensation
---	---
	March 31, 2023	March 31, 2022
---	---	---
Wages	10,433	11,164
Direct and<br> indirect benefits (i)	435	427
Share-based<br> payment benefits	6,927	-
Variable compensation<br> (bonuses) (i)	23,677	3,992
Short-term benefits (ii)	41,473	15,583

(i) Comprised of short-term benefits.

(ii) The amounts described above include payments to Lavoro Brazil’s board of directors and the executive officers.

24.	Equity
(a)	Prior reorganization
---	---
58
---
Notes to the interim condensed consolidated financial statements<br><br><br><br>(In thousands of Brazilian reais - R$, except if otherwise indicated)
---

The combined financial statements were prepared in accordance with principles described in Note 2. No share capital is presented. The net investment and the profit for the period is derived by aggregating the net assets and business activities of the Group.

Acquisition of non-controlling interests

In 2022, the Group acquired an additional 26.24% stake of Cultivar for R$42,500. The carrying amount of the 26.24% non-controlling interest was R$16,607. The Group recognized a decrease in non-controlling interest of R$16,607 and a decrease in net investment of the Parent of R$25,893.

In 2022, the Group acquired an additional 6.89% stake of Pitangueiras for R$45,000. The carrying amount of the 6.89% non-controlling interest was R$19,569. The Group recognized a decrease in non-controlling interest of R$19,569 and a decrease in net investment of the Parent of R$25,431. Agrovenci, Qualiciclo, Desempar Participações, Denorpi, Deragro, Desempar Tecnologia, Futuragro, Plenafértil, Realce, Cultivar and Nova Geração are direct or indirect controlled by Pitangueiras and the equity interest of each subsidiary were changed on the consolidated financial statements as described in note 2.c.

The effect on the total net investment during the period is summarized as follow:

In the period ended December 31, 2022:

Carrying amount of non-controlling interests acquired	36,176
Consideration paid to non-controlling interests	(87,500)
Excess of consideration paid recognized in net investment of the Parent	(51,324)
(b)	After reorganization
---	---

The following table illustrates the impact of the closing of SPAC Transaction on the shareholders’ equity of the Lavoro:

Ordinary authorized and issued shares	Number of shares	Share capital	Additional Paid-in Capital
Net investment	-	-	-
Shares issued to the shareholders<br> of Lavoro Agro Limited	98,726,401	514	1,485,135
Shares issued to the shareholders<br> of TPB Acquisition Corp	14,875,879	77	670,256
As of March 31, 2023	113,602,280	591	2,155,391

Ordinary Shares

59
Notes to the interim condensed consolidated financial statements<br><br><br><br>(In thousands of Brazilian reais - R$, except if otherwise indicated)
---

A Lavoro ordinary shares have a par value of R$0.01 and are entitled to one vote per share.

Other capital reserves

Other capital reserves is comprised of a reserves set-up by the Group stock option plan (an equity-settled share-based compensation plan).

Share based payment

Accounting policy for share based payment

Equity-settled transactions

The cost of equity-settled transactions is determined by the fair value at the date when the grant is made using an appropriate valuation model. That cost is recognized in personnel expenses (Note 26), together with a corresponding increase in equity (other capital reserves), over the period in which the service and, where applicable, the performance conditions are fulfilled (the vesting period). The cumulative expense recognized for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the Group’s best estimate of the number of equity instruments that will ultimately vest.

Service conditions are not taken into account when determining the grant date fair value of awards, but the likelihood of the conditions being met is assessed as part of the Group’s best estimate of the number of equity instruments that will ultimately vest. Market performance conditions are reflected within the grant date fair value. Any other conditions attached to an award, but without an associated service requirement, are considered to be non-vesting conditions.

No expense is recognized for awards that do not ultimately vest because non-market performance and/or service conditions have not been met. Where awards include a market or non-vesting condition, the transactions are treated as vested irrespective of whether the market or non-vesting condition is satisfied, provided that all other performance and/or service conditions are satisfied.

When the terms of an equity-settled award are modified, the minimum expense recognized is the grant date fair value of the unmodified award, provided the original vesting terms of the award are met. An additional expense, measured as at the date of modification, is recognized for any modification that increases the total fair value of the share-based payment transaction, or is otherwise beneficial to the employee. Where an award is cancelled by the entity or by the counterparty, any remaining element of the fair value of the award is expensed immediately through profit or loss.

Stock Option Plan (“SOP”)

On August 17, 2022, the Group approved the Lavoro Agro Holding S.A. Long-Term Incentive Policy (the “Lavoro Share Plan”). Under the Lavoro Share Plan, individuals selected by the Lavoro board of directors (“Selected Employees”) are eligible to receive incentive compensation consisting of cash, assets or share options issued by Lavoro Agro Limited, in an amount linked to the appreciation in the

60
Notes to the interim condensed consolidated financial statements<br><br><br><br>(In thousands of Brazilian reais - R$, except if otherwise indicated)
---

Lavoro Agro Limited share price at the time of the liquidity event, upon the satisfaction of certain conditions, as described below.

As of March 31, 2023, Lavoro has granted 46,875,000 share options as incentive compensation to Selected Employees. Share options granted under the Lavoro Share Plan will vest in the event the following market conditions are met (the “Market Conditions”):

(i) the occurrence of a liquidity event satisfying a minimum internal rate of return specified in the Lavoro Share Plan; and

(ii) the price per share obtained under such liquidity event must be greater than or equal to one of the following amounts:

(a) a pre-established reference price multiplied by three; or

(b) an amount calculated in accordance with a pre-established formula, in each case specified under the Lavoro Share Plan.

Moreover, upon the satisfaction of the Market Conditions, such share options will vest according to the following schedule (the “Service Conditions”):

(i) one-third of the options vest on the third anniversary of the grant date;

(ii) one-third of the options vest on the fourth anniversary of the grant date; and

(iii) one-third of the options vest on the fifth anniversary of the grant date.

The Lavoro Share Plan has a term of five years: if the Market Conditions have not been satisfied within this period, all options granted under the Lavoro Share Plan will be extinguished, with no further payment or incentive obligation remaining due by Lavoro. The consummation of the SPAC Transaction (see note 1) did not satisfy the Market Conditions.

As of February 28, 2023, the shareholders of Lavoro approved the Lavoro Share Plan. As a result, Lavoro reserved for issuance the number of ordinary shares equal to the number of Lavoro Share Plan Shares under the Lavoro Share Plan, as adjusted in accordance with the Business Combination Agreement, in an amount of 1,663,405 ordinary shares.

The exercise price of the stock options is equal to the options price agreed with the employee in the contracts, representing the amount of R$1 monetarily adjusted until the date on which the liquidity event occurs.

The fair value of share options granted is estimated at the date of grant considering the terms and conditions using the Black-Scholes model, taking into account the terms and conditions on which the share options were granted. The model also takes into account historical and expected dividends, and the share price volatility of the Lavoro.

The Group will settle these awards through equity instruments and accounts for the Lavoro Share Plan as an equity-settled plan.

61
Notes to the interim condensed consolidated financial statements<br><br><br><br>(In thousands of Brazilian reais - R$, except if otherwise indicated)
---

The expense recognized for employee services received during the period is shown in the following table:

	Other capital reserves
At June 30, 2022	-
Share-based payments expense during the period	12,647
At March 31, 2023	12,647

There were no cancellations or modifications to the awards in 2022/2023.

The weighted average fair value of the options granted during the period was R$0.56 per option. The significant data included in the model were: weighted average share price of R$3.10 on the grant date, exercise price presented above, volatility of 33.88%, no dividend yield, an expected option life of three years and a risk-free annual interest rate of 12.49%.

Earnings per share

Earnings (loss) per share is calculated by dividing the profit (loss) for the period attributable to net investment of the parent/equity holders of the parent by the weighted average number of common shares available during the fiscal year. Diluted earnings (loss) per share is calculated by adjusting the weighted average number of common shares, presuming the conversion of all the potential diluted common shares.

The number of ordinary shares issued by Lavoro, as a result of the corporate reorganization is reflected retroactively, for purposes of calculating earnings per share in all prior periods presented.

62
Notes to the interim condensed consolidated financial statements<br><br><br><br>(In thousands of Brazilian reais - R$, except if otherwise indicated)
---

The table below show data used in calculating basic and diluted earnings (loss) per share attributable to the net investment of the parent/equity holders of the parent:

	Three-month period ended March 31, (Thousands)		Nine-month period ended March 31, (Thousands)
	2023	2022	2023	2022
Weighted average ordinary shares of Lavoro	113,602	113,602	113,602	113,602
Effects<br> of dilution from:
Stock<br> Options (i)	1,606	-	1,606	-
Number of ordinary shares<br> adjusted for the effect of dilution	115,208	113,602	115,208	113,602
Profit (loss) for the period<br> attributable to net investment of the parent/equity holders of the parent	(387,547)	66,604	(178,237)	187,643
Basic earnings (loss) per share	(3.41)	0.58	(1.57)	1.65
Diluted earnings (loss) per share	(3.41)	0.58	(1.57)	1.65

(i) Based on the numbers of shares reserved by Lavoro Limited to the Lavoro Share Plan, as explained above.

The Group reported a loss for the three and nine-month periods ended March 31, 2023, accordingly the ordinary shares related to the stock option plan have a non-dilutive effect and therefore were not considered in the total number of shares outstanding to determine the diluted earnings (loss) per share.

All public and private warrants are out of the money as of March 31, 2023; therefore, the approximately 6,012,099 and 4,071,507 public and private warrants, respectively, were not included in the calculation of the diluted earnings (loss) per share. Similarly, the 3,060,662 Founder Shares were not considered in the calculation of the diluted earnings (loss) per share due to the Group’s market share price.

25.	Revenue from contracts with customers
63
---
Notes to the interim condensed consolidated financial statements<br><br><br><br>(In thousands of Brazilian reais - R$, except if otherwise indicated)
---

Below is revenue from contracts with customers disaggregated by product line and geographic location:

	Three-month period ended March 31,		Nine-month period ended March 31,
	2023	2022	2023	2022
Inputs Retails sales
Brazil	1,934,558	1,955,988	6,459,340	5,150,882
Colombia	239,633	271,159	840,149	818,796
	2,174,191	2,227,147	7,299,489	5,969,678
Private Label products
Crop Care	88,578	104,211	580,117	266,685
Grains
Brazil	280,471	302,397	393,495	463,217
Colombia	1,213	4,828	32,894	20,000
	281,684	307,225	426,389	483,217
Services
Colombia	9,727	9,746	27,146	13,956
Eliminations between<br><br> <br><br><br> <br>segments (i)	(28,025)	(38,529)	(300,811)	(108,955)
Total Revenues	2,526,155	2,609,800	8,032,330	6,624,581
Summarized by region
Brazil	2,275,582	2,324,066	7,132,140	5,756,658
Colombia	250,573	285,734	900,190	867,923
(i)	Sales between the Crop Care Cluster and the Brazil Cluster.
---	---
26.	Costs and expenses by nature
---	---
64
---
Notes to the interim condensed consolidated financial statements<br><br><br><br>(In thousands of Brazilian reais - R$, except if otherwise indicated)
---

The breakdown of costs and expenses by nature is as follows:

	Three-month period ended March 31,		Nine-month period ended March 31,
	2023	2022		2023	2022
Cost of inventory (i)	2,114,075	2,139,984	6,459,093		5,431,314
Personnel expenses	178,519	125,778	477,004		343,008
Maintenance of the units	11,026	10,428	26,482		25,513
Consulting, legal and other services	34,226	28,176	84,460		87,132
Freight on sales	16,705	12,203	44,271		33,856
Commissions	15,840	10,822	43,771		28,849
Storage	2,387	1,430	5,404		3,895
Travel	7,725	5,730	24,543		15,796
Depreciation	4,272	2,594	12,512		6,850
Amortization of intangibles	17,244	9,808	52,921		43,580
Amortization of right-of-use assets	13,990	16,099	38,160		38,284
Taxes and fees	7,372	8,844	21,998		19,508
Short term rentals	9,878	421	24,187		7,989
Business events	1,889	1,594	6,819		3,277
Marketing and advertising	4,332	3,018	11,470		14,408
Insurance	1,309	236	5,683		1,339
Utilities	3,683	11,300	14,892		16,348
Allowance for expected credit losses	22,028	23,178	39,866		24,066
Losses and damage of inventories	4,958	156	11,061		8,920
Fuels and lubricants	8,003	8,214	21,860		16,900
Legal fees	1,231	1,323	3,312		4,152
Other administrative expenditures	(24,034)	(22,702)	16,062		3,407
Total	2,456,658	2,398,634	7,445,831		6,178,391
Classified as:
Cost of goods sold	2,152,758	2,166,538	6,533,610		5,481,228
Sales, general and administrative expenses	303,900	232,096	912,221		697,163
(i)	Includes fair value on inventory sold from acquired companies, in the amounts of R$23,808 and R$22,669 respectively for the nine-month<br>period March 31, 2023 and 2022, and R$10,251 and R$6,816 respectively for the three-month period March 31, 2023 and 2022.
---	---
27.	Finance income (costs)
---	---
65
---
Notes to the interim condensed consolidated financial statements<br><br><br><br>(In thousands of Brazilian reais - R$, except if otherwise indicated)
---
	Three-month period ended March 31,		Nine-month period ended March 31,
---	---	---	---	---
	2023	2022	2023	2022
Finance income
Interest from cash equivalents	1,562	2,112	6,193	6,786
Interest arising from revenue contracts	90,231	126,812	229,681	312,913
Foreign exchange differences	2,640	15,178	-	22,613
Gain on changes in fair value of commodity forward contracts	68,278	(2,168)	68,278	-
Gain on changes in fair value of warrants (see note 19)	7,744	-	7,744	-
Other	(3,343)	(38)	12,458	-
Total	167,112	141,896	324,354	342,312
Finance costs
Interest on borrowings	(71,371)	(18,733)	(227,016)	(34,845)
Interest on leases	(4,362)	(4,088)	(12,689)	(9,584)
Interest on trade payables and acquisitions of subsidiary	(160,013)	(172,190)	(439,189)	(389,297)
Foreign exchange differences	-	-	(5,065)	-
Loss on changes in fair value of derivative instruments	7,513	(33,387)	-	(35,450)
Loss on fair value of commodity forward contracts	(75,990)	(2,056)	(80,964)	(2,056)
Bank guarantees	(1,796)	-	(11,912)	-
Other	(13,599)	3,076	(25,819)	(6,677)
Total	(319,618)	(227,378)	(802,654)	(477,909)
Finance costs, net	(152,506)	(85,482)	(478,300)	(135,597)
28.	Other operating (expenses) income, net
---	---
66
---
Notes to the interim condensed consolidated financial statements<br><br><br><br>(In thousands of Brazilian reais - R$, except if otherwise indicated)
---
	Three-month period ended March 31,		Nine-month period ended March 31,
---	---	---	---	---
	2023	2022	2023	2022
Listing expense (ii)	(319,554)	-	(319,554)	-
Gain on bargain purchase (i)	-	-	-	18,295
Sales of fixed assets	(185)	2,215	1,289	2,816
Other operating income	(12,496)	(18,410)	17,740	13,890
Other operating income (expenses), net	(332,235)	(16,195)	(300,525)	35,001
(i)	Acquisition of Union. See note 18.
---	---
(ii)	This represents stock exchange listing service as a result of the SPAC Transaction. Refer to Note 19 for further discussion.
---	---
29.	Non-cash transactions
---	---

The Group carries out non-cash transactions which are not reflected in the statement of cash flows.

The Group had non-cash transactions related to the acquisition of subsidiaries through the issuance of shares and accounts payable as described in Note 18.

The Group had non-cash transactions related to the acquisition of non-controlling interest through the exchange of shares as described in Note 24.

The Group had non-cash transaction related to the SPAC Transaction as described in Note 19.

The Group also had non-cash additions to right-of-use assets and lease liabilities of R$65,213 in the six-month period ended March 31, 2023 (R$52,544 in the nine-month period ended March 31, 2022).

30.	Subsequent events
·	New financing transactions
---	---

Subsequent to March 31, 2023, certain of our Brazilian and Colombian subsidiaries entered into a number of financing agreements totaling an aggregate principal amount of R$163,875 with interest rates ranging from CDI Rate plus 2.63% to 2.90% and maturities ranging from May 2023 to April 2024 and COP$9,900,000 with interest rates up to IBR rate plus 3.83% and maturities to January 2024. These new financing transactions are in line with our business plan and reflect the seasonality of our business as the last quarter usually demands additional working capital.

·	Partnership with Brasilseg

On May 3, 2023, Lavoro announced its partnership with Brasilseg, an insurance company and affiliate of the Banco do Brasil group, to provide agricultural insurance solutions to Brazilian farmers. This

67
Notes to the interim condensed consolidated financial statements<br><br><br><br>(In thousands of Brazilian reais - R$, except if otherwise indicated)
---

collaboration aligns with Group's expansion strategy, aiming to offer integrated services in an underexplored market in Brazil.

·	New Lavoro Equity Plan

On May 26, 2023 the Board of Directors approved a long-term incentive plan (the “New Lavoro Equity Plan”) in which eligible participants may include members of our management, our employees and our directors. Beneficiaries under the New Lavoro Equity Plan will be granted equity awards pursuant to the terms and conditions of the New Lavoro Equity Plan and any applicable award agreement.

·	Registration Statement on Form F-1

In connection with the Business CombinationSPAC Transaction, on March 23, 2023, the CompanyLavoro filed with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form F-1 (file number 333-270791) (as amended, the “Registration Statement”), registeringto register, among other things, the possible resale, from time to time, by the selling securityholders named therein of up toshareholders, an aggregate of 111,557,151 of the Company's Class A ordinary shares, par value US$0.001 per share (the “Ordinary Shares”), consisting of: .

On May 25, 2023, the Registration Statement was declared effective by the SEC.

·	Closing of Cromo acquisition

On January 13, 2023, the Group entered into an agreement for the acquisition of a 70% interest in Cromo Indústria Química Ltda., or “Cromo.” The consideration transferred totaled R$21,700, of which R$10,800 will be paid in cash on the closing date, R$5,400 a year after the closing date and R$5,400 two years after the closing date.The completion of this acquisition is subject to the fulfilment of conditions precedent customary for this type of transaction, including the approval by the regulatory authorities in Brazil, and has not been completed by the Group as of the issuance date of these interim financial statements.

This acquisition was completed on May 31, 2023 and the Group currently owns a 70% interest.

68