EX-99.6 7 ea023797101ex99-6_moolec.htm INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS OF BIOCERES CROP SOLUTIONS CORP. AS OF DECEMBER 31, 2024 AND JUNE 30, 2024 AND FOR THE SIX MONTHS ENDED DECEMBER 31, 2024 AND 2023

Exhibit 99.6

BIOCERES CROP SOLUTIONS CORP.

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

INDEX

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

Unaudited interim condensed consolidated statements of financial position as of December 31, 2024 and June 30, 2024		F-3

Unaudited interim condensed consolidated statements of comprehensive income for the three- and six-month periods ended December 31, 2024 and 2023		F-5

Unaudited interim condensed consolidated statements of changes in equity for the six-month periods ended December 31, 2024 and 2023		F-6

Unaudited interim condensed consolidated statements of cash flows for the six-month periods ended December 31, 2024 and 2023		F-7

Notes to the unaudited interim condensed consolidated financial statements		F-9

F-2

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

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

(Amounts in US$)

	Notes	12/31/2024		06/30/2024
ASSETS
CURRENT ASSETS
Cash and cash equivalents	5.1		29,176,741		44,473,270
Other financial assets	5.2		2,018,893		11,695,528
Trade receivables	5.3		226,458,428		207,320,974
Other receivables	5.4		17,204,097		18,298,672
Recoverable income tax			1,500,924		655,691
Inventories	5.5		101,809,489		125,929,768
Biological assets			4,398,841		294,134
Total current assets			382,567,413		408,668,037

NON-CURRENT ASSETS
Other financial assets	5.2		817,544		634,553
Other receivables	5.4		18,248,572		17,957,121
Recoverable income tax			15,379		10,889
Deferred tax assets	7		13,282,972		9,698,860
Investments in joint ventures and associates	11		40,013,004		39,786,353
Investment properties			560,783		560,783
Property, plant and equipment	5.6		74,901,243		74,573,278
Intangible assets	5.7		176,292,048		176,893,136
Goodwill			112,163,432		112,163,432
Right of use asset	14		16,335,484		11,601,752
Total non-current assets			452,630,461		443,880,157
Total assets			835,197,874		852,548,194

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

F-3

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

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

(Amounts in US$)

	Notes	12/31/2024		06/30/2024
LIABILITIES
CURRENT LIABILITIES
Trade and other payables	5.8		144,026,138		168,732,469
Borrowings	5.9		119,191,968		136,747,198
Employee benefits and social security	5.10		8,230,370		7,340,958
Deferred revenue and advances from customers	5.11		2,929,540		3,923,140
Income tax payable			5,898,060		4,825,271
Consideration for acquisition			3,211,075		4,617,281
Lease liabilities	14		5,289,223		3,122,778
Total current liabilities			288,776,374		329,309,095

NON-CURRENT LIABILITIES
Borrowings	5.9		66,913,633		42,104,882
Deferred revenue and advances from customers	5.11		1,879,736		1,925,138
Joint ventures and associates	11		749,269		296,455
Deferred tax liabilities	7		32,950,920		34,995,791
Provisions			1,114,593		1,255,702
Consideration for acquisition			2,233,332		2,309,234
Secured notes			83,400,171		80,809,686
Lease liabilities	14		10,848,789		8,161,359
Total non-current liabilities			200,090,443		171,858,247
Total liabilities			488,866,817		501,167,342

EQUITY
Equity attributable to owners of the parent			309,552,310		315,041,257
Non-controlling interest			36,778,747		36,339,595
Total equity			346,331,057		351,380,852
Total equity and liabilities			835,197,874		852,548,194

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

F-4

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

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

(Amounts in US$)

		Three-month period ended						Six-month period ended
	Notes	12/31/2024			12/31/2023			12/31/2024			12/31/2023
Revenues from contracts with customers	6.1		106,759,111			140,293,827			199,380,189			256,476,632
Initial recognition and changes in the fair value of biological assets at the point of harvest			(78,122	)		(72,785	)		588,053			338,128

Cost of sales	6.2		(61,550,407	)		(88,710,537	)		(117,346,452	)		(160,326,318	)
Changes in the net realizable value of agricultural products after harvest			(768,055	)		(746,242	)		(204,910	)		(2,192,558	)
Research and development expenses	6.3		(4,192,836	)		(3,643,077	)		(8,604,115	)		(8,224,318	)
Selling, general and administrative expenses	6.4		(33,161,078	)		(31,164,937	)		(63,325,204	)		(65,097,785	)
Share of profit or loss of joint ventures and associates	11		360,155			2,052,296			(226,163	)		3,560,967
Other income or expenses, net	6.5		549,863			(1,166,603	)		25,840			(2,398,238	)
Operating profit			7,918,631			16,841,942			10,287,238			22,136,510

Financial cost	6.6		(7,431,785	)		(3,815,993	)		(14,593,633	)		(11,477,850	)
Other financial results	6.6		(80,697	)		(3,454,061	)		(2,751,918	)		(3,336,196	)
Profit/ (Loss) before income tax			406,149			9,571,888			(7,058,313	)		7,322,464

Income tax	7		199,092			(8,333,387	)		1,465,501			(8,762,427	)
Profit/ (Loss) for the period			605,241			1,238,501			(5,592,812	)		(1,439,963	)

Profit (Loss) for the period attributable to:
Equity holders of the parent			143,535			108,449			(6,225,727	)		(4,483,185	)
Non-controlling interests			461,706			1,130,052			632,915			3,043,222
			605,241			1,238,501			(5,592,812	)		(1,439,963	)
Profit/ (Loss) per share
Basic loss attributable to ordinary equity holders of the parent	8		0.0023			0.0017			(0.0991	)		(0.0713	)
Diluted loss attributable to ordinary equity holders of the parent	8		0.0023			0.0017			(0.0991	)		(0.0713	)

Profit/ (Loss) for the period			605,241			1,238,501			(5,592,812	)		(1,439,963	)

Other comprehensive profit/ (loss)			94,004			485,703			82,961			(444,254	)
Items that may be subsequently reclassified to profit/(loss)			94,004			485,703			82,961			(444,254	)
Foreign exchange differences on translation of foreign operations from joint ventures			—			897			—			897
Foreign exchange differences on translation of foreign operations			94,004			484,806			82,961			(445,151	)
Total comprehensive profit/ (loss)			699,245			1,724,204			(5,509,851	)		(1,884,217	)

Total comprehensive profit/ (loss) attributable to:
Equity holders of the parent			393,768			510,976			(6,021,054	)		(4,853,354	)
Non-controlling interests			305,477			1,213,228			511,203			2,969,137
			699,245			1,724,204			(5,509,851	)		(1,884,217	)

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

F-5

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

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

(Amounts in US$)

	Attributable to the equity holders of the parent
																											Equity /
											Stock													Revaluation			(deficit)
					Changes			Own			options				Cost of						Foreign			of PP&E			attributable
					in non-			shares			and share				own						currency			and effect			to owners			Non-
	Issued		Share		controlling			trading			based		Convertible		shares			Retained			translation			of tax rate			of the			controlling			Total
Description	capital		premium		interests			premium			incentives		instruments		held			deficit			reserve			change			parent			Interests			equity
06/30/2023		6,493		327,028,559		(255,893	)		(780,841	)		6,645,442		9,285,261		(30,553,591	)		(13,903,017	)		1,282,377			(160,702	)		298,594,088			31,902,019			330,496,107
Share-based incentives		4		526,017		—			—			7,009,405		—		—			—			—			—			7,535,426			—			7,535,426
Purchase of own shares		—		—		—			—			—		—		(734,388	)		—			—			—			(734,388	)		—			(734,388	)
Distribution of dividends by subsidiary		—		—		—			—			—		—		—			—			—			—			—			(151,612	)		(151,612	)
(Loss) / profit for the period		—		—		—			—			—		—		—			(4,483,185	)		—			—			(4,483,185	)		3,043,222			(1,439,963	)
Other comprehensive loss		—		—		—			—			—		—		—			—			(370,169	)		—			(370,169	)		(74,085	)		(444,254	)
12/31/2023		6,497		327,554,576		(255,893	)		(780,841	)		13,654,847		9,285,261		(31,287,979	)		(18,386,202	)		912,208			(160,702	)		300,541,772			34,719,544			335,261,316

06/30/2024		6,500		327,640,676		(255,893	)		(780,841	)		19,427,375		9,285,261		(31,287,979	)		(9,627,329	)		794,189			(160,702	)		315,041,257			36,339,595			351,380,852
Share-based incentives		—		63,055		—			—			1,395,951		—		—			—			—			—			1,459,006			—			1,459,006
Purchase of own shares		—		—		—			—			—		—		(926,899	)		—			—			—			(926,899	)		—			(926,899	)
Distribution of dividends by subsidiary		—		—		—			—			—		—		—			—			—			—			—			(72,051	)		(72,051	)
(Loss) / profit for the period		—		—		—			—			—		—		—			(6,225,727	)		—			—			(6,225,727	)		632,915			(5,592,812	)
Other comprehensive (loss) / income		—		—		—			—			—		—		—			—			204,673			—			204,673			(121,712	)		82,961
12/31/2024		6,500		327,703,731		(255,893	)		(780,841	)		20,823,326		9,285,261		(32,214,878	)		(15,853,056	)		998,862			(160,702	)		309,552,310			36,778,747			346,331,057

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

F-6

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

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

(Amounts in US$)

	Notes	12/31/2024			12/31/2023
OPERATING ACTIVITIES
Loss for the period			(5,592,812	)		(1,439,963	)

Adjustments to reconcile profit to net cash flows
Income tax	7		(1,465,501	)		8,762,427
Financial results			17,345,551			14,814,046
Depreciation of property, plant and equipment	5.6		3,035,184			2,556,422
Amortization of intangible assets	5.7		5,944,246			5,474,971
Depreciation of leased assets	14		2,219,948			1,711,256
Share-based incentive and stock options			2,338,406			8,527,214
Share of profit or loss of joint ventures and associates	11		226,163			(3,560,967	)
Provisions for contingencies			175,487			49,090
Allowance for impairment of trade debtors			1,980,726			296,051
Allowance for obsolescence			477,756			282,836
Initial recognition and changes in the fair value of biological assets			(588,053	)		(338,128	)
Changes in the net realizable value of agricultural products after harvest			204,910			2,192,558
Gain on sale of equipment and intangible assets			(147,199	)		(33,521	)

Working capital adjustments
Trade receivables			(23,973,784	)		(38,431,478	)
Other receivables			866,073			3,281,861
Income and minimum presumed income taxes			(4,640,270	)		8,670,430
Inventories and biological assets			19,339,831			13,725,208
Trade and other payables			(21,442,963	)		11,867,420
Employee benefits and social security			889,412			(1,388,050	)
Deferred revenue and advances from customers			(1,039,002	)		(2,698,249	)
Interest collected			3,579,162			1,204,931
Inflation effects on working capital adjustments			66,366			323,421
Net cash flows (used) /generated by operating activities			(200,363	)		35,849,786

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

F-7

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

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

(Amounts in US$)

	Notes	12/31/2024			12/31/2023
INVESTMENT ACTIVITIES
Proceeds from sale of property, plant and equipment			155,471			45,268
Proceeds from financial assets			9,628,376			—
Investment in financial assets			(5,656,002	)		(16,363,130	)
Purchase of property, plant and equipment	5.6		(3,934,189	)		(6,070,237	)
Capitalized development expenditures	5.7		(5,022,789	)		(4,454,893	)
Purchase of intangible assets	5.7		(284,372	)		(219,829	)
Net cash flows used by investing activities			(5,113,505	)		(27,062,821	)

FINANCING ACTIVITIES
Proceeds from borrowings			84,101,646			69,810,628
Repayment of borrowings and financed payments			(78,069,806	)		(79,250,768	)
Interest payments			(12,598,035	)		(12,168,664	)
Other financial payments			(2,249,398	)		(1,288,813	)
Purchase of own shares			(926,899	)		(734,388	)
Leased assets payments	14		(2,497,966	)		(2,493,617	)
Cash dividend distributed by subsidiary			(72,051	)		(151,612	)
Net cash flows used by financing activities			(12,312,509	)		(26,277,234	)

Net decrease in cash and cash equivalents			(17,626,377	)		(17,490,269	)

Inflation effects on cash and cash equivalents			1,960			(10,495	)

Cash and cash equivalents as of beginning of the period	5.1		44,473,270			48,129,194
Effect of exchange rate changes on cash and equivalents			2,327,888			(6,226,493	)
Cash and cash equivalents as of the end of the period	5.1		29,176,741			24,401,937

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

F-8

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US$, except otherwise indicated)

Index

1.	General information.

2.	Accounting standards and basis of preparation.

3.	New standards, amendments and interpretations issued by the IASB.

4.	Acquisitions and other significant transactions.

5.	Information about components of unaudited interim condensed consolidated statement of financial position.

6.	Information about components of unaudited interim condensed consolidated statement of comprehensive income.

7.	Taxation.

8.	Earnings per share.

9.	Equity information.

10.	Cash flow information.

11.	Joint ventures and associates.

12.	Segment information.

13.	Financial instruments – Risk management.

14.	Leases.

15.	Shareholders and other related parties’ balances and transactions.

16.	Key management personnel compensation.

17.	Contingencies, commitments and restrictions on the distribution of profits.

18.	Events occurring after the reporting period.

F-9

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US$, except otherwise indicated)

1.	GENERAL INFORMATION

Bioceres Crop Solutions Corp. (NASDAQ:BIOX) is a leader in the development and commercialization of productivity solutions designed to regenerate agricultural ecosystems while making crops more resilient to climate change. To do this, Bioceres’ products create economic incentives for farmers and other stakeholders to adopt environmentally friendly production practices. Bioceres has a unique biotech platform with high impact, patented technologies for seeds and microbial ag inputs, as well as next generation crop nutrition and protection solutions.

Bioceres is a global company with an extensive geographic footprint. The Group’s agricultural inputs are marketed across more than 45 countries, primarily in South America, the United States and Europe.

Unless the context otherwise requires, “we”, “us”, “our”, “Bioceres”, “BIOX”, “the Group”, and “Bioceres Crop Solutions” will refer to Bioceres Crop Solutions Corp. and its subsidiaries.

2.	ACCOUNTING STANDARDS AND BASIS OF PREPARATION

Statement of compliance with IFRS as issued by IASB

These unaudited interim condensed consolidated financial statements for the three- and six-month period ended December 31, 2024, have been prepared in accordance with Accounting Standard IAS 34 Interim Financial Reporting.

These unaudited interim condensed consolidated financial statements do not include all notes of the type normally included in an annual financial statement. Accordingly, these unaudited interim condensed consolidated financial statements are to be read in conjunction with the consolidated financial statements for the fiscal year ended June 30, 2024.

Authorization for the issue of the consolidated financial statements

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

Basis of measurement

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

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

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

Functional currency and presentation currency

a)	Functional currency

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

F-10

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US$, except otherwise indicated)

b)	Presentation currency

The consolidated financial statements of the Group are presented in US dollars.

c)	Foreign currency

Transactions entered into by Group entities in a currency other than their functional currency are recorded at the relevant exchange rates as of the date upon which such transactions occur. Foreign currency monetary assets and liabilities are translated at the prevailing exchanges rates as of the final day of each reporting period. Exchange differences arising from the retranslation of unsettled monetary assets and liabilities are recognized immediately in profit or loss, except for foreign currency borrowings qualifying as a hedge of a net investment in a foreign operation for which exchange differences are recognized in other comprehensive income and accumulated in the foreign exchange reserve along with the exchange differences arising from the retranslation of the foreign operation. Upon the disposal of a foreign operation, the cumulative exchange differences recognized in the foreign exchange reserve relating to such operation up to the date of disposal are transferred to the consolidated statement of profit or loss and other comprehensive income as part of the gain or loss recognized upon such disposal.

Changes in accounting policies

The accounting policies adopted in the preparation of these unaudited interim condensed consolidated financial statements are consistent with those adopted for the preparation of the consolidated financial statements as of June 30, 2024.

3.	NEW STANDARDS, AMENDMENTS AND INTERPRETATIONS ISSUED BY THE IASB

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

Amendments to IFRS 16 - Lease Liability in a Sale and Leaseback.

Amendments to IAS1 - Non-current liabilities with covenants.

Amendments to IAS 7- Statement of Cash Flows & to IFRS 7- Financial Instruments: Disclosures.

Amendment to IAS 7 and IFRS 7 - Supplier Financing.

These new standards and amendments did not have any material impact on the Group.

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

Amendments to IAS 21- The Effects of Changes in Foreign Exchange Ratestitled Lack of Exchangeability. The amendments are effective for annual reporting periods beginning on or after 1 January 2025.

Amendment to IFRS 9 and IFRS 7 – Classification and measurement of financial instruments. The amendments are effective for annual periods beginning on or after January 1, 2026.

IFRS 19 - Subsidiaries without Public Accountability: Disclosures- The amendments are effective for annual periods beginning on or after January 1, 2027.

Annual Improvements to IFRS Accounting Standards—Volume 11. The amendments are effective for annual periods beginning on or after January 1, 2026.

Amendments to IFRS 9 and IFRS 7 – Contracts Referencing Nature-dependent Electricity. The amendments are effective for annual periods beginning on or after January 1, 2026.

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

F-11

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US$, except otherwise indicated)

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

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

4.	ACQUISITIONS AND OTHER SIGNIFICANT TRANSACTIONS

Natal Agro S.R.L.

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

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

Fair value of the consideration of payment

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

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

F-12

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US$, except otherwise indicated)

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

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

Non-controlling interest	(1,898,247	)

Gain from a bargain purchase	(1,032,327	)

Total consideration	943,400

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

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

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

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

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

F-13

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US$, except otherwise indicated)

5.	INFORMATION ABOUT COMPONENTS OF CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

5.1.

Cash and cash equivalents

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

5.2.

Other financial assets

	12/31/2024		06/30/2024
Current
US Treasury bills		—		1,993,668
Mutual funds		48,520		6,658,805
Shares of Moolec Science S.A.		1,113,000		1,530,375
Other investments		857,373		1,512,680
		2,018,893		11,695,528

	12/31/2024		06/30/2024
Non-current
Shares of Bioceres Group PLC.		444,413		444,473
Other investments		373,131		190,080
		817,544		634,553

5.3.

Trade receivables

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

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

F-14

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US$, except otherwise indicated)

5.4.

Other receivables

	12/31/2024		06/30/2024
Current
Taxes		7,147,490		5,019,659
Shareholders and other related parties (Note 15)		89,447		—
Other receivables - Joint ventures and associates (Note 15)		318,451		207,449
Prepayments to suppliers		5,525,881		10,242,075
Prepaid expenses and other receivables		1,988,422		1,594,152
Miscellaneous		2,134,406		1,235,337
		17,204,097		18,298,672

	12/31/2024		06/30/2024
Non-current
Taxes		574,602		752,045
Other receivables - Joint ventures and associates (Note 15)		16,184,334		15,495,543
Reimbursements over exports		1,248,507		1,461,038
Loans receivables		230,000		230,000
Miscellaneous		11,129		18,495
		18,248,572		17,957,121

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

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

5.5.

Inventories

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

Net of agricultural products		92,225,654			110,913,884

F-15

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US$, except otherwise indicated)

5.6.

Property, plant and equipment

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


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

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

The depreciation charge is included in Notes 6.3 and 6.4. The Group has no commitments to purchase property, plant and equipment items.

F-16

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US$, except otherwise indicated)

5.7.

Intangible assets

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


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

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

F-17

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US$, except otherwise indicated)

5.8.

Trade and other payables


	12/31/2024		06/30/2024

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

5.9.

Borrowings


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

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

The carrying value of some borrowings as of December 31, 2024 are measured at amortized cost differ from their fair value. The following fair values measured are based on discounted cash flows (Level 3) due to the use of unobservable inputs, including own credit risk.

	12/31/2024				06/30/2024
	Amortized cost		Fair value		Amortized cost		Fair value
Current
Bank borrowings		97,216,797		97,367,516		91,816,134		89,874,010
Corporate Bonds		19,024,076		18,783,131		42,035,925		41,492,963

Non-current
Bank borrowings		20,429,329		18,521,587		15,316,612		14,850,783
Corporate Bonds		46,484,304		42,828,561		25,071,823		23,845,583

F-18

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US$, except otherwise indicated)

5.10.

Employee benefits and social security


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

5.11.

Deferred revenue and advances from customers


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

6.	INFORMATION ABOUT COMPONENTS OF CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

6.1.

Revenue from contracts with customers


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

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

6.2.

Cost of sales


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

(*)

Net of agricultural products.

F-19

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US$, except otherwise indicated)

6.3.

R&D classified by nature


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

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

F-20

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US$, except otherwise indicated)

6.4.

Expenses classified by nature and function


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

F-21

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US$, except otherwise indicated)

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

6.5.

Other income or expenses, net


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

F-22

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US$, except otherwise indicated)

6.6.

Finance results


	Three-month period ended						Six-month period ended
	12/31/2024			12/31/2023			12/31/2024			12/31/2023
Financial costs
Interest expenses with the Parent (Note 15)		—			(97,062	)		—			(194,125	)
Interest expenses		(6,285,004	)		(3,059,671	)		(12,344,235	)		(9,994,912	)
Financial commissions		(1,146,781	)		(659,260	)		(2,249,398	)		(1,288,813	)
		(7,431,785	)		(3,815,993	)		(14,593,633	)		(11,477,850	)

Other financial results
Exchange differences generated by assets		389,238			(2,364,285	)		(2,297,054	)		(12,049,351	)
Exchange differences generated by liabilities		(638,120	)		11,339,308			256,636			21,674,845
Changes in fair value of financial assets or liabilities and other financial results		113,770			(13,576,179	)		(758,646	)		(13,727,825	)
Net gain of inflation effect on monetary items		54,415			1,147,095			47,146			766,135
		(80,697	)		(3,454,061	)		(2,751,918	)		(3,336,196	)

7.	TAXATION

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


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


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

F-23

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US$, except otherwise indicated)

The tax on the Group’s profit before tax differs from the theoretical amount that would arise using the weighted average tax rate applicable to profits of the consolidated entities as follows:


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

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


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

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

F-24

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US$, except otherwise indicated)

8.	EARNING PER SHARE

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


	Three-month period ended				Six-month period ended
	12/31/2024		12/31/2023		12/31/2024			12/31/2023
Numerator
Profit/ (Loss) for the period (basic EPS)		143,535		108,449		(6,225,727	)		(4,483,185	)
Profit/ (Loss) for the period (diluted EPS)		143,535		108,449		(6,225,727	)		(4,483,185	)
Denominator
Weighted average number of shares (basic EPS)		62,822,158		62,839,961		62,822,158			62,839,961
Weighted average number of shares (diluted EPS)		63,170,350		63,877,692		62,822,158			62,839,961

Basic profit/ (loss) attributable to ordinary equity holders of the parent		0.0023		0.0017		(0.0991	)		(0.0713	)
Diluted profit/ (loss) attributable to ordinary equity holders of the parent		0.0023		0.0017		(0.0991	)		(0.0713	)

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

For the three-month period ended December 31, 2024 and 2023, diluted earnings per share was calculated by adjusting the weighted average number of shares outstanding to assume conversion of all dilutive potential shares. The Group had two categories of dilutive potential shares, share-based incentives and the convertible notes.

The stock options were included in the diluted EPS calculation for the three-month period ended December 31, 2024 and 2023, only for the tranches in which the average market price of ordinary shares during the periods was higher than the assumed proceeds per option.

Convertible notes outstanding were not included in the diluted EPS calculations for the three-month period ended December 31, 2024 and 2023, because the interest (net of tax and other changes in income or expense) per ordinary share obtainable on conversion exceeds basic earnings per share.

9.	EQUITY INFORMATION

Capital issued

As of December 31, 2024, we had (i) 100,000,000 ordinary shares ($0.0001 par value) authorized, (ii) 62,710,847 ordinary shares issued and outstanding, (iii) 1,000,000 preferred shares ($0.0001 par value) authorized, (iv) no preferred shares issued and outstanding, (v) 3,920,136 ordinary shares reserved for our equity compensation plans. Of the total issued shares, we have repurchased 2,402,692 shares of our own.

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

F-25

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US$, except otherwise indicated)

10.

CASH FLOW INFORMATION

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


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

11.

JOINT VENTURES AND ASSOCIATES


	12/31/2024		06/30/2024
Assets
Synertech Industrias S.A.		39,976,502		39,749,851
Alfalfa Technologies S.R.L.		36,502		36,502
		40,013,004		39,786,353


	12/31/2024		06/30/2024
Liabilities
Trigall Genetics S.A.		749,269		296,455
		749,269		296,455

Changes in joint ventures investments and affiliates:


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

Share of profit or loss of joint ventures and affiliates:

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

F-26

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US$, except otherwise indicated)

12.

SEGMENT INFORMATION

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


	Seed and
	integrated			Crop			Crop
Six-month period ended December 31, 2024	products			protection			nutrition			Consolidated
Revenues from contracts with customers
Sale of goods and services		42,959,645			100,406,986			55,070,802			198,437,433
Royalties		942,756			—			—			942,756
Others
Initial recognition and changes in the fair value of biological assets at the point of harvest		588,053			—			—			588,053
Total		44,490,454			100,406,986			55,070,802			199,968,242

Cost of sales		(27,868,376	)		(60,663,237	)		(28,814,839	)		(117,346,452	)
Gross profit per segment		16,622,078			39,743,749			26,255,963			82,621,790
% Gross margin		37	%		40	%		48	%		41	%

	Seed and
	integrated			Crop			Crop
Six-month period ended December 31, 2023	products			protection			nutrition			Consolidated
Revenues from contracts with customers
Sale of goods and services		53,777,458			127,029,466			75,020,367			255,827,291
Royalties		649,341			—			—			649,341
Others
Initial recognition and changes in the fair value of biological assets at the point of harvest		77,353			141,457			119,318			338,128
Total		54,504,152			127,170,923			75,139,685			256,814,760

Cost of sales		(36,216,288	)		(81,249,196	)		(42,860,834	)		(160,326,318	)
Gross profit per segment		18,287,864			45,921,727			32,278,851			96,488,442
% Gross margin		34	%		36	%		43	%		38	%

	Seed and
	integrated			Crop			Crop
Three-month period ended December 31, 2024	products			protection			nutrition			Consolidated
Revenues from contracts with customers
Sale of goods and services		24,457,718			52,667,290			29,385,133			106,510,141
Royalties		248,970			—			—			248,970
Others
Initial recognition and changes in the fair value of biological assets at the point of harvest		(78,122	)		—			—			(78,122	)
Total		24,628,566			52,667,290			29,385,133			106,680,989

Cost of sales		(15,066,349	)		(31,637,560	)		(14,846,498	)		(61,550,407	)
Gross profit per segment		9,562,217			21,029,730			14,538,635			45,130,582
% Gross margin		39	%		40	%		49	%		42	%

F-27

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US$, except otherwise indicated)

	Seed and
	integrated			Crop			Crop
Three-month period ended December 31, 2023	products			protection			nutrition			Consolidated
Revenues from contracts with customers
Sale of goods and services		32,100,405			71,275,106			36,822,988			140,198,499
Royalties		95,328			—			—			95,328
Others
Initial recognition and changes in the fair value of biological assets at the point of harvest		(10,491	)		(30,661	)		(31,633	)		(72,785	)
Total		32,185,242			71,244,445			36,791,355			140,221,042

Cost of sales		(22,105,907	)		(45,065,404	)		(21,539,226	)		(88,710,537	)
Gross profit per segment		10,079,335			26,179,041			15,252,129			51,510,505
% Gross margin		31	%		37	%		41	%		37	%

13.

FINANCIAL INSTRUMENTS – RISK MANAGEMENT

Financial instruments by category

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

Financial assets by category


					Mandatorily measured at fair
	Amortized cost				value through profit or loss
Financial asset	12/31/2024		06/30/2024		12/31/2024		06/30/2024
Cash and cash equivalents		15,119,853		44,473,270		14,056,888		—
Other financial assets		817,544		634,553		2,018,893		11,695,528
Trade receivables		226,458,428		207,320,974		—		—
Other receivables (*)		13,426,411		18,647,862		6,789,863		—
Total		255,822,236		271,076,659		22,865,644		11,695,528

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

Financial liabilities by category


					Mandatorily measured at fair
	Amortized cost				value through profit or loss
Financial liability	12/31/2024		06/30/2024		12/31/2024		06/30/2024
Trade and other payables		137,380,715		156,742,677		6,645,423		11,989,792
Borrowings		186,105,601		178,852,080		—		—
Secured notes		83,400,171		80,809,686		—		—
Lease liability		16,138,012		11,284,137		—		—
Consideration for acquisition		3,966,922		4,202,401		1,477,485		2,724,114
Total		426,991,421		431,890,981		8,122,908		14,713,906

F-28

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US$, except otherwise indicated)

Financial instruments measured at fair value


Measurement at fair value at 12/31/2024	Level 1		Level 2		Level 3

Financial assets at fair value
Mutual funds		48,520		—		—
Moolec Science S.A. shares		1,113,000		—		—
Other investments		857,373		—		—
Other receivables - Joint ventures and associates		—		6,789,863		—
Financial liability at fair value
Trade and other payables		—		6,645,423		—
Consideration for acquisition		1,477,485		—		—

Measurement at fair value at 06/30/2024	Level 1		Level 2		Level 3
Financial assets at fair value
Mutual funds		6,658,805		—		—
US Treasury bills		1,993,668		—		—
Moolec Science S.A. shares		1,530,375		—		—
Other investments		1,512,680		—		—
Financial liability at fair value
Trade and other payables		—		11,989,792		—
Consideration for acquisition		2,724,114		—		—

Estimation of fair value

The fair value of marketable securities, mutual funds and US Treasury Bills is calculated using the market approach using quoted prices in active markets for identical assets. The quoted marked price used for financial assets held by the Group is the current bid price. These instruments are included in level 1.

The Group’s financial liabilities, which were not traded in an active market, were determined using valuation techniques that maximize the use of available market information, and thus rely as little as possible on specific estimates of the entity specific estimates. If all significant inputs required to fair value an instrument are observable, the instruments are included in level 2.

If one or more of the significant inputs is not based on observable market data, the instruments are included in level 3.

The Group’s policy is to recognize transfers between different categories of the fair value hierarchy at the time they occur or when there are changes in the circumstances that cause the transfer. There were no transfers between levels of the fair value hierarchy. There were no changes in economic or business circumstances affecting fair value.

Financial instruments not measured at fair value

The financial instruments not measured at fair value include cash and cash equivalents, trade accounts receivable, other accounts receivable, trade payables and other debts, borrowings, financed payments and convertible notes.

The carrying value of financial instruments not measured at fair value does not differ significantly from their fair value, except for borrowings (Note 5.9).

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

F-29

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US$, except otherwise indicated)

Currency risk

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

The table below sets forth our net exposure to currency risk as of December 31, 2024:


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

Considering only this net currency exposure as of December 31, 2024 if an US Dollar revaluation or depreciation in relation to other foreign currencies with the remaining variables remaining constant, would have a positive or a negative impact on comprehensive income as a result of foreign exchange gains or losses. We estimate that a devaluation or an appreciation of the US Dollar other currencies of 10% during the period ended December 31, 2024 would have resulted in a net pre-tax loss or gain of approximately $0.06 million.

14.

LEASES

Right-of-use leased asset	12/31/2024			06/30/2024
Book value at the beginning of the period		20,979,597			21,163,192
Additions of the period		7,872,230			2,585,223
Additions from business combination		—			168,988
Disposals		(76,298	)		(1,284,975	)
Exchange differences		(986,508	)		(1,652,831	)
Book value at the end of the period		27,789,021			20,979,597

Depreciation	12/31/2024		06/30/2024
Book value at the beginning of the period	9,377,845		7,226,617
Depreciation of the period	2,219,948		3,418,956
Disposals	(76,298	)	(1,092,167	)
Exchange differences	(67,958	)	(175,561	)
Accumulated depreciation at the end of the period	11,453,537		9,377,845
Total	16,335,484		11,601,752

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


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

F-30

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US$, except otherwise indicated)

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


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

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

15.

SHAREHOLDERS AND OTHER RELATED PARTIES BALANCES AND TRANSACTIONS

During the period ended December 31, 2024, and 2023, the transactions between the Group and related parties, and the related balances owed by and to them, are as follows:

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

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

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

F-31

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US$, except otherwise indicated)

16.

KEY MANAGEMENT PERSONNEL COMPENSATION

The compensation of directors and other members of key management personnel, including social contributions and other benefits, were as follows for the period ended December 31, 2024, and 2023.


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

17.

CONTINGENCIES, COMMITMENTS AND RESTRICTIONS ON THE DISTRIBUTION OF PROFITS

There were no other significant changes to the contingencies, commitments and restrictions on the distribution of profits from the disclosure made in the Consolidated financial statement as of June 30, 2024.

18.

EVENTS OCCURRING AFTER THE REPORTING PERIOD

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

Subsequent to December 31, 2024, there have been no other situations or circumstances that may require significant adjustments or further disclosure in these consolidated financial statements that were not mentioned above.

F-32