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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
Report of Foreign Private Issuer
Pursuant to Rules 13a-16 or 15d-16 under
the Securities Exchange Act of 1934
For the month of November 2025
Commission File Number: 001-38836
BIOCERES CROP SOLUTIONS CORP.
(Translation of registrant’s name into English)
Ocampo 210 bis, Predio CCT, Rosario
Province of Santa Fe, Argentina
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ |
Form 40-F ☐ |
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
EXPLANATORY NOTE
This Form 6-K is incorporated by reference into the Company’s registration statements on Form F-3 (Registration No. 333-272280) and Form S-8 (Registration Nos. 333-255635, 333-266333 and 333-271941), and the following exhibit is filed as part of this Form 6-K:
Exhibit List
Exhibit No. |
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Description |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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BIOCERES CROP SOLUTIONS CORP. |
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(Registrant) |
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Dated: November 26, 2025 |
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By: |
/s/ Federico Trucco |
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Name: |
Federico Trucco |
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Title: |
Chief Executive Officer |
Exhibit 99.1
BIOCERES CROP SOLUTIONS CORP.
Unaudited interim condensed consolidated financial statements
as of September 30, 2025 and June 30, 2025, and for the three-
month period ended September 30, 2025 and 2024.
INDEX
Unaudited interim condensed consolidated financial statements as of September 30, 2025 and June 30, 2025, and for the three-month period ended September 30, 2025 and 2024. |
|
|
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F-3 |
|
|
|
F-5 |
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F-6 |
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F-7 |
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|
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Notes to the unaudited interim condensed consolidated financial statements |
F-9 |
F-2
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
As of September 30, 2025, and June 30, 2025
(Amounts in US$)
|
|
Notes |
|
09/30/2025 |
|
06/30/2025 |
ASSETS |
|
|
|
|
|
|
CURRENT ASSETS |
|
|
|
|
|
|
Cash and cash equivalents |
|
4.1 |
|
15,505,146 |
|
32,695,079 |
Other financial assets |
|
4.2 |
|
1,107,281 |
|
2,040,038 |
Trade receivables |
|
4.3 |
|
158,385,229 |
|
165,859,933 |
Other receivables |
|
4.4 |
|
16,602,908 |
|
15,861,981 |
Recoverable income tax |
|
|
|
1,745,622 |
|
1,864,817 |
Inventories |
|
4.5 |
|
88,592,596 |
|
87,611,269 |
Biological assets |
|
4.6 |
|
1,211,504 |
|
2,378,380 |
Total current assets |
|
|
|
283,150,286 |
|
308,311,497 |
|
|
|
|
|
|
|
NON-CURRENT ASSETS |
|
|
|
|
|
|
Other financial assets |
|
4.2 |
|
52 |
|
58 |
Trade receivables |
|
4.3 |
|
1,659,201 |
|
2,506,834 |
Other receivables |
|
4.4 |
|
23,997,870 |
|
23,660,530 |
Recoverable income tax |
|
|
|
18,111 |
|
17,995 |
Deferred tax assets |
|
6 |
|
5,421,463 |
|
4,916,980 |
Investments in joint ventures and associates |
|
10 |
|
39,425,934 |
|
39,371,264 |
Investment properties |
|
|
|
569,500 |
|
570,324 |
Property, plant and equipment |
|
4.7 |
|
74,043,044 |
|
74,575,386 |
Intangible assets |
|
4.8 |
|
178,641,830 |
|
181,173,079 |
Goodwill |
|
4.9 |
|
112,163,432 |
|
112,163,432 |
Right of use asset |
|
13 |
|
15,787,344 |
|
16,377,701 |
Total non-current assets |
|
|
|
451,727,781 |
|
455,333,583 |
Total assets |
|
|
|
734,878,067 |
|
763,645,080 |
The accompanying Notes are an integral part of these unaudited interim condensed consolidated financial statements. Related parties’ balances and transactions are disclosed in Note 14.
F-3
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
As of September 30, 2025, and June 30, 2025
(Amounts in US$)
|
|
Notes |
|
09/30/2025 |
|
06/30/2025 |
LIABILITIES |
|
|
|
|
|
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CURRENT LIABILITIES |
|
|
|
|
|
|
Trade and other payables |
|
4.10 |
|
96,149,591 |
|
96,432,604 |
Borrowings |
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4.11 |
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85,134,018 |
|
119,728,126 |
Employee benefits and social security |
|
4.14 |
|
5,524,023 |
|
6,174,012 |
Deferred revenue and advances from customers |
|
4.15 |
|
2,322,877 |
|
4,282,668 |
Income tax payable |
|
|
|
3,019,472 |
|
452,800 |
Consideration for acquisition |
|
4.13 |
|
815,202 |
|
1,761,274 |
Secured notes |
|
4.12 |
|
103,603,614 |
|
102,270,445 |
Lease liabilities |
|
13 |
|
3,146,267 |
|
6,884,042 |
Total current liabilities |
|
|
|
299,715,064 |
|
337,985,971 |
|
|
|
|
|
|
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NON-CURRENT LIABILITIES |
|
|
|
|
|
|
Trade and other payables |
|
4.10 |
|
47,869,314 |
|
48,481,726 |
Borrowings |
|
4.11 |
|
53,802,032 |
|
38,198,026 |
Deferred revenue and advances from customers |
|
4.15 |
|
1,835,787 |
|
1,436,912 |
Joint ventures and associates |
|
10 |
|
765,576 |
|
1,007,678 |
Deferred tax liabilities |
|
6 |
|
28,275,285 |
|
30,122,920 |
Provisions |
|
|
|
1,163,251 |
|
1,267,572 |
Consideration for acquisition |
|
|
|
355,981 |
|
397,774 |
Lease liabilities |
|
13 |
|
12,766,847 |
|
9,527,939 |
Total non-current liabilities |
|
|
|
146,834,073 |
|
130,440,547 |
Total liabilities |
|
|
|
446,549,137 |
|
468,426,518 |
|
|
|
|
|
|
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EQUITY |
|
|
|
|
|
|
Equity attributable to owners of the parent |
|
|
|
258,665,461 |
|
265,444,568 |
Non-controlling interest |
|
|
|
29,663,469 |
|
29,773,994 |
Total equity |
|
|
|
288,328,930 |
|
295,218,562 |
Total equity and liabilities |
|
|
|
734,878,067 |
|
763,645,080 |
The accompanying Notes are an integral part of these unaudited interim condensed consolidated financial statements. Related parties’ balances and transactions are disclosed in Note 14.
F-4
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the three-month period ended of September 30, 2025, and 2024
(Amounts in US$)
|
|
Notes |
|
09/30/2025 |
|
09/30/2024 |
Revenues from contracts with customers |
|
5.1 |
|
77,435,995 |
|
92,621,078 |
Initial recognition and changes in the fair value of biological assets at the point of harvest |
|
|
|
160,540 |
|
666,175 |
|
|
|
|
|
|
|
Cost of sales |
|
5.2 |
|
(41,296,485) |
|
(55,796,045) |
Changes in the net realizable value of agricultural products after harvest |
|
|
|
(340,072) |
|
563,145 |
Research and development expenses |
|
5.3 |
|
(5,716,468) |
|
(4,411,279) |
Selling, general and administrative expenses |
|
5.4 |
|
(23,137,060) |
|
(30,164,126) |
Share of profit or loss of joint ventures and associates |
|
10 |
|
296,772 |
|
(586,318) |
Other income or expenses, net |
|
5.5 |
|
(195,676) |
|
(524,023) |
Operating profit |
|
|
|
7,207,546 |
|
2,368,607 |
|
|
|
|
|
|
|
Financial cost |
|
5.6 |
|
(9,116,403) |
|
(7,161,848) |
Other financial results |
|
5.6 |
|
(3,456,380) |
|
(2,671,221) |
Loss before income tax |
|
|
|
(5,365,237) |
|
(7,464,462) |
|
|
|
|
|
|
|
Income tax |
|
6 |
|
(2,082,995) |
|
1,266,409 |
Loss for the period |
|
|
|
(7,448,232) |
|
(6,198,053) |
|
|
|
|
|
|
|
(Loss) / Profit for the period attributable to: |
|
|
|
|
|
|
Equity holders of the parent |
|
|
|
(7,327,885) |
|
(6,369,262) |
Non-controlling interests |
|
|
|
(120,347) |
|
171,209 |
|
|
|
|
(7,448,232) |
|
(6,198,053) |
Loss per share |
|
|
|
|
|
|
Basic loss attributable to ordinary equity holders of the parent |
|
7 |
|
(0.1155) |
|
(0.1013) |
Diluted loss attributable to ordinary equity holders of the parent |
|
7 |
|
(0.1155) |
|
(0.1013) |
Loss for the period |
|
|
|
(7,448,232) |
|
(6,198,053) |
|
|
|
|
|
|
|
Other comprehensive loss |
|
|
|
(312,728) |
|
(11,043) |
Items that may be subsequently reclassified to loss |
|
|
|
(312,728) |
|
(11,043) |
Foreign exchange differences on translation of foreign operations |
|
|
|
(312,728) |
|
(11,043) |
Total comprehensive loss |
|
|
|
(7,760,960) |
|
(6,209,096) |
|
|
|
|
|
|
|
Total comprehensive (loss)/ profit attributable to: |
|
|
|
|
|
|
Equity holders of the parent |
|
|
|
(7,650,435) |
|
(6,414,822) |
Non-controlling interests |
|
|
|
(110,525) |
|
205,726 |
|
|
|
|
(7,760,960) |
|
(6,209,096) |
The accompanying Notes are an integral part of these unaudited interim condensed consolidated financial statements. Related parties’ balances and transactions are disclosed in Note 14.
F-5
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
For the three-month period ended of September 30, 2025, and 2024
(Amounts in US$)
|
|
Attributable to the equity holders of the parent |
|
|
|
|
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity / |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock |
|
|
|
|
|
|
|
|
|
Revaluation |
|
(deficit) |
|
|
|
|
|
|
|
|
|
|
Changes |
|
Own |
|
options |
|
|
|
|
|
|
|
Foreign |
|
of PP&E |
|
attributable |
|
|
|
|
|
|
|
|
|
|
in non- |
|
shares |
|
and share |
|
|
|
|
|
|
|
currency |
|
and effect |
|
to owners |
|
Non- |
|
|
|
|
Issued |
|
Share |
|
controlling |
|
trading |
|
based |
|
Convertible |
|
Cost of own |
|
Retained |
|
translation |
|
of tax rate |
|
of the |
|
controlling |
|
Total |
Description |
|
capital |
|
premium |
|
interests |
|
premium |
|
incentives |
|
instruments |
|
shares held |
|
deficit |
|
reserve |
|
change |
|
parent |
|
Interests |
|
equity |
06/30/2024 |
|
6,500 |
|
327,640,676 |
|
(255,893) |
|
(780,841) |
|
19,427,375 |
|
9,285,261 |
|
(31,287,979) |
|
(9,627,329) |
|
794,189 |
|
(160,702) |
|
315,041,257 |
|
36,339,595 |
|
351,380,852 |
Share-based incentives |
|
— |
|
43,633 |
|
— |
|
— |
|
809,585 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
853,218 |
|
— |
|
853,218 |
(Loss)/Profit for the period |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(6,369,262) |
|
— |
|
— |
|
(6,369,262) |
|
171,209 |
|
(6,198,053) |
Other comprehensive (loss)/profit |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(45,560) |
|
— |
|
(45,560) |
|
34,517 |
|
(11,043) |
09/30/2024 |
|
6,500 |
|
327,684,309 |
|
(255,893) |
|
(780,841) |
|
20,236,960 |
|
9,285,261 |
|
(31,287,979) |
|
(15,996,591) |
|
748,629 |
|
(160,702) |
|
309,479,653 |
|
36,545,321 |
|
346,024,974 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
06/30/2025 |
|
6,500 |
|
330,000,508 |
|
2,635,884 |
|
(780,841) |
|
21,463,707 |
|
9,285,261 |
|
(32,214,878) |
|
(65,043,383) |
|
252,512 |
|
(160,702) |
|
265,444,568 |
|
29,773,994 |
|
295,218,562 |
Share-based incentives |
|
— |
|
— |
|
— |
|
— |
|
533 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
533 |
|
— |
|
533 |
Contingent consideration payment (Note 4.13) |
|
— |
|
807 |
|
— |
|
(2,861,242) |
|
— |
|
— |
|
3,731,230 |
|
— |
|
— |
|
— |
|
870,795 |
|
— |
|
870,795 |
Loss for the period |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(7,327,885) |
|
— |
|
— |
|
(7,327,885) |
|
(120,347) |
|
(7,448,232) |
Other comprehensive (loss)/profit |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(322,550) |
|
— |
|
(322,550) |
|
9,822 |
|
(312,728) |
09/30/2025 |
|
6,500 |
|
330,001,315 |
|
2,635,884 |
|
(3,642,083) |
|
21,464,240 |
|
9,285,261 |
|
(28,483,648) |
|
(72,371,268) |
|
(70,038) |
|
(160,702) |
|
258,665,461 |
|
29,663,469 |
|
288,328,930 |
The accompanying Notes are an integral part of these unaudited interim condensed consolidated financial statements. Related parties’ balances and transactions are disclosed in Note 14.
F-6
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the three-month period ended of September 30, 2025, and 2024
(Amounts in US$)
|
|
Notes |
|
09/30/2025 |
|
09/30/2024 |
OPERATING ACTIVITIES |
|
|
|
|
|
|
Loss for the period |
|
|
|
(7,448,232) |
|
(6,198,053) |
|
|
|
|
|
|
|
Adjustments to reconcile profit to net cash flows |
|
|
|
|
|
|
Income tax |
|
6 |
|
2,082,995 |
|
(1,266,409) |
Financial results |
|
|
|
12,572,783 |
|
9,833,069 |
Depreciation of property, plant and equipment |
|
4.7 |
|
1,530,447 |
|
1,524,370 |
Amortization of intangible assets |
|
4.8 |
|
3,248,270 |
|
3,026,403 |
Depreciation of leased assets |
|
13 |
|
1,052,983 |
|
760,728 |
Restructuring and transactional expenses |
|
|
|
642,844 |
|
— |
Share-based incentive and stock options |
|
|
|
533 |
|
809,585 |
Share of profit or loss of joint ventures and associates |
|
10 |
|
(296,772) |
|
586,318 |
Provisions for contingencies |
|
|
|
33,451 |
|
297,159 |
Allowance for impairment of trade debtors |
|
|
|
655,034 |
|
184,879 |
Allowance for obsolescence |
|
|
|
457,274 |
|
614,618 |
Initial recognition and changes in the fair value of biological assets |
|
|
|
(160,540) |
|
(666,175) |
Changes in the net realizable value of agricultural products after harvest |
|
|
|
340,072 |
|
(563,145) |
Gain on sale of equipment and intangible assets |
|
|
|
2,602 |
|
(326,561) |
|
|
|
|
|
|
|
Working capital adjustments |
|
|
|
|
|
|
Trade receivables |
|
|
|
5,400,597 |
|
11,318,922 |
Other receivables |
|
|
|
(1,082,399) |
|
(5,362,397) |
Income and minimum presumed income taxes |
|
|
|
(1,693,562) |
|
(2,470,954) |
Inventories and biological assets |
|
|
|
(451,257) |
|
7,438,097 |
Trade and other payables |
|
|
|
(2,873,750) |
|
(17,603,938) |
Employee benefits and social security |
|
|
|
(649,989) |
|
1,000,042 |
Deferred revenue and advances from customers |
|
|
|
(1,560,916) |
|
1,744,616 |
Interest collected |
|
|
|
2,555,154 |
|
435,469 |
Inflation effects on working capital adjustments |
|
|
|
19,365 |
|
40,182 |
Net cash flows generated by operating activities |
|
|
|
14,376,987 |
|
5,156,825 |
The accompanying Notes are an integral part of these unaudited interim condensed consolidated financial statements. Related parties’ balances and transactions are disclosed in Note 14.
F-7
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the three-month period ended of September 30, 2025, and 2024
(Amounts in US$)
|
|
Notes |
|
09/30/2025 |
|
09/30/2024 |
INVESTMENT ACTIVITIES |
|
|
|
|
|
|
Proceeds from sale of property, plant and equipment |
|
|
|
— |
|
336,726 |
Proceeds from financial assets |
|
|
|
160,544 |
|
5,813,446 |
Investment in financial assets |
|
|
|
(53,983) |
|
(2,738,959) |
Purchase of property, plant and equipment |
|
4.7 |
|
(672,115) |
|
(1,278,332) |
Capitalized development expenditures |
|
4.8 |
|
(668,297) |
|
(1,654,017) |
Purchase of intangible assets |
|
4.8 |
|
(30,214) |
|
(207,101) |
Net cash flows (used by)/generated by investing activities |
|
|
|
(1,264,065) |
|
271,763 |
|
|
|
|
|
|
|
FINANCING ACTIVITIES |
|
|
|
|
|
|
Proceeds from borrowings |
|
|
|
11,845,324 |
|
39,888,252 |
Repayment of borrowings and financed payments |
|
|
|
(34,843,516) |
|
(51,585,854) |
Interest payments |
|
|
|
(3,854,103) |
|
(4,808,496) |
Other financial payments |
|
|
|
(566,451) |
|
(1,102,617) |
Leased assets payments |
|
13 |
|
(1,291,338) |
|
(1,189,615) |
Net cash flows used by financing activities |
|
|
|
(28,710,084) |
|
(18,798,330) |
|
|
|
|
|
|
|
Net decrease in cash and cash equivalents |
|
|
|
(15,597,162) |
|
(13,369,742) |
|
|
|
|
|
|
|
Inflation effects on cash and cash equivalents |
|
|
|
(44) |
|
(21) |
|
|
|
|
|
|
|
Cash and cash equivalents as of beginning of the period |
|
4.1 |
|
32,695,079 |
|
44,473,270 |
Effect of exchange rate changes on cash and equivalents |
|
|
|
(1,592,727) |
|
1,174,904 |
Cash and cash equivalents as of the end of the period |
|
4.1 |
|
15,505,146 |
|
32,278,411 |
The accompanying Notes are an integral part of these unaudited interim condensed consolidated financial statements. Related parties’ balances and transactions are disclosed in Note 14.
F-8
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US$, except otherwise indicated)
Index
1. |
General information. |
|
|
2. |
Accounting standards and basis of preparation. |
|
|
3. |
New standards, amendments and interpretations issued by the IASB. |
|
|
4. |
Information about components of unaudited interim condensed consolidated statement of financial position. |
|
|
5. |
Information about components of unaudited interim condensed consolidated statement of comprehensive income. |
|
|
6. |
Taxation. |
|
|
7. |
Earnings per share. |
|
|
8. |
Equity information. |
|
|
9. |
Cash flow information. |
|
|
10. |
Joint ventures and associates. |
|
|
11. |
Segment information. |
|
|
12. |
Financial instruments – Risk management. |
|
|
13. |
Leases. |
|
|
14. |
Shareholders and other related parties’ balances and transactions. |
|
|
15. |
Key management personnel compensation. |
|
|
16. |
Contingencies, commitments and restrictions on the distribution of profits. |
|
|
17. |
Events occurring after the reporting period. |
|
|
|
|
F-9
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US$, 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”, “BIOX”, “the Group”, and “Bioceres Crop Solutions” will refer to Bioceres Crop Solutions Corp. and its subsidiaries.
2. ACCOUNTING STANDARDS AND BASIS OF PREPARATION
Statement of compliance with IFRS as issued by IASB
These unaudited interim condensed consolidated financial statements for the three-month period ended September 30, 2025, have been prepared in accordance with Accounting Standard IAS 34 Interim Financial Reporting.
These unaudited interim condensed consolidated financial statements do not include all notes of the type normally included in an annual financial statement. Accordingly, these unaudited interim condensed consolidated financial statements are to be read in conjunction with the consolidated financial statements for the fiscal year ended June 30, 2025.
Authorization for the issue of the consolidated financial statements
These unaudited interim condensed consolidated financial statements of the Group as of September 30, 2025, and June 30, 2025 and for the three-month period ended September 30, 2025 and 2024 were authorized by the Board of Directors of Bioceres Crop Solutions Corp. on November 26, 2025.
Basis of measurement
The consolidated financial statements of the Group have been prepared using:
During previous fiscal year, the Group has experienced a setback due to challenges in the Argentine market—most notably, the deterioration in farmer economics driven by declining commodity prices and weak yield forecasts. These external pressures significantly impacted per-hectare income for Argentine farmers, leading to reduced investment in key inputs such as fertilizers and crop protection products. This reduction in demand, combined with a well-supplied ag-inputs market resulting from aggressive purchasing in prior years, has led to increased price pressure and lower adoption of high-value technologies like ours in last fiscal year.
F-10
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US$, except otherwise indicated)
Due to this adverse market conditions, our performance metrics were negatively impacted, leading to a breach of the ratio thresholds stipulated in the Secured Notes (see Note 4.12). On November 10, 2025, we received a Declaration of Acceleration, and on November 11, 2025, the noteholders initiated legal proceedings against the Group seeking full payment of the amounts due. Since June 30, 2025, we have been unable to demonstrate an unconditional right to defer settlement of the liability for at least twelve months. Consequently, the liability was reclassified as current from that date and, as of September 30, 2025, a total of $7.4 million has been accrued as a Prepayment Premium Fee.
Additionally, in June 2025, Bioceres S.A.—a wholly owned subsidiary of Bioceres Group Limited, formerly our ultimate controlling parent—defaulted on a portion of its financial debt. This created a context of uncertainty in our financial partnership with local banks in Argentina. As a result, by the end of August 2025, these banks suspended access to previously available credit lines, forcing us to increasingly rely on cash generated from operating activities to meet our financial obligations.
We are actively pursuing several alternatives to address this financial situation. Notably, we have made substantial progress in optimizing our working capital and realigning our cost structure to reflect current market conditions. While discussions remain open regarding a new long-term facility or assets disposal, we are also engaging with local Argentine banks to refinance current debt and restore confidence in our business. However, there is no guarantee that financing will become available on acceptable terms or at all.
It is important to highlight that, despite the adverse impact of financial difficulties faced by agricultural producers, we were able to maintain our market share in key product families and the outlook for upcoming campaigns remains positive in Argentina. This optimism is grounded in expectations of a more favorable macroeconomic environment in the country and the normalization of climatic conditions affecting the agricultural sector, even though the market remains challenging.
The generation of cash flows over the next twelve months depends on the success of these initiatives, which cannot be guaranteed as they rely on factors not entirely within the Group’s control. The uncertainty surrounding our ability to secure additional financing contributes to a material uncertainty that raise substantial doubt regarding the Group’s ability to continue as a going concern.
The accompanying consolidated financial statements do not include any adjustments that may be required to address potential impacts on the recoverability and classification of assets, or on the amounts and classifications of liabilities, should the Group be unable to continue as a going concern.
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”).
Presentation currency
The consolidated financial statements of the Group are presented in US dollars.
F-11
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US$, except otherwise indicated)
b) |
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, 2025.
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 IAS 21- The Effects of Changes in Foreign Exchange Ratestitled Lack of Exchangeability. |
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.
| - | 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.
| - | IFRS 18 – Presentation and Disclosure in Financial Statements. This standard introduces new requirements for the presentation and disclosure of income and expenses in the statement of profit or loss, including the introduction of new defined subtotals such as Operating Profit and enhanced disaggregation requirements. The standard also includes additional guidance on aggregation principles and requires disclosures about management-defined performance measures (MPMs) used in public communications outside the financial statements. 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, which is expected to mainly affect the presentation and structure of the primary financial statements and related disclosures, but not the recognition or measurement of transactions.
F-12
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US$, except otherwise indicated)
4. INFORMATION ABOUT COMPONENTS OF CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
4.1. Cash and cash equivalents
|
|
09/30/2025 |
|
06/30/2025 |
Cash at bank and on hand |
|
11,728,206 |
|
19,488,145 |
Mutual funds |
|
3,776,940 |
|
13,206,934 |
|
|
15,505,146 |
|
32,695,079 |
4.2. Other financial assets
|
|
09/30/2025 |
|
06/30/2025 |
Current |
|
|
|
|
Mutual funds |
|
— |
|
144,606 |
Shares of Moolec Science S.A. |
|
151,972 |
|
976,425 |
Other investments |
|
955,309 |
|
919,007 |
|
|
1,107,281 |
|
2,040,038 |
|
|
|
|
|
|
|
09/30/2025 |
|
06/30/2025 |
Non-current |
|
|
|
|
Other investments |
|
52 |
|
58 |
|
|
52 |
|
58 |
4.3. Trade receivables
|
|
09/30/2025 |
|
06/30/2025 |
Current |
|
|
|
|
Trade debtors |
|
164,344,829 |
|
171,840,254 |
Allowance for impairment of trade debtors |
|
(14,806,199) |
|
(13,847,745) |
Shareholders and other related parties (Note 14) |
|
— |
|
122 |
Allowance for credit notes to be issued |
|
(1,000,000) |
|
(711,663) |
Trade debtors - Joint ventures and associates (Note 14) |
|
4,696 |
|
4,179 |
Deferred checks |
|
9,841,903 |
|
8,574,786 |
|
|
158,385,229 |
|
165,859,933 |
|
|
|
|
|
|
|
09/30/2025 |
|
06/30/2025 |
Non-current |
|
|
|
|
Trade debtors |
|
1,436,168 |
|
2,123,463 |
Allowance for impairment of trade debtors |
|
(186,477) |
|
(275,718) |
Shareholders and other related parties (Note 14) |
|
— |
|
249,579 |
Trade debtors - Joint ventures and associates (Note 14) |
|
409,510 |
|
409,510 |
|
|
1,659,201 |
|
2,506,834 |
The book value is reasonably approximate to the fair value given its short-term nature.
F-13
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US$, except otherwise indicated)
4.4. Other receivables
|
|
09/30/2025 |
|
06/30/2025 |
Current |
|
|
|
|
Taxes |
|
8,912,531 |
|
8,884,305 |
Shareholders and other related parties (Note 14) |
|
78,738 |
|
77,045 |
Other receivables - Joint ventures and associates (Note 14) |
|
200,000 |
|
200,000 |
Prepayments to suppliers |
|
6,025,332 |
|
5,834,158 |
Prepaid expenses and other receivables |
|
259,754 |
|
251,590 |
Miscellaneous |
|
1,126,553 |
|
614,883 |
|
|
16,602,908 |
|
15,861,981 |
|
|
|
|
|
|
|
09/30/2025 |
|
06/30/2025 |
Non-current |
|
|
|
|
Taxes |
|
430,025 |
|
576,538 |
Shareholders and other related parties (Note 14) |
|
3,457,227 |
|
2,698,047 |
Other receivables - Joint ventures and associates (Note 14) |
|
18,668,162 |
|
18,947,793 |
Reimbursements over exports |
|
1,212,256 |
|
1,204,269 |
Loans receivables |
|
230,000 |
|
230,000 |
Miscellaneous |
|
200 |
|
3,883 |
|
|
23,997,870 |
|
23,660,530 |
4.5. Inventories
|
|
09/30/2025 |
|
06/30/2025 |
Seeds |
|
2,318,416 |
|
5,317,730 |
Resale products |
|
36,209,378 |
|
42,228,777 |
Manufactured products |
|
26,495,343 |
|
13,648,705 |
Goods in transit |
|
6,817,390 |
|
6,024,201 |
Supplies |
|
16,861,657 |
|
19,286,246 |
Agricultural products |
|
3,570,682 |
|
4,612,064 |
Allowance for obsolescence |
|
(3,680,270) |
|
(3,506,454) |
|
|
88,592,596 |
|
87,611,269 |
|
|
|
|
|
Net of agricultural products |
|
85,021,914 |
|
82,999,205 |
F-14
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US$, except otherwise indicated)
4.6. Biological Assets
|
|
Soybean |
|
Corn |
|
Wheat |
|
Barley |
|
Sunflower |
|
Total |
Beginning of the period |
|
1,276,694 |
|
1,101,686 |
|
— |
|
— |
|
— |
|
2,378,380 |
Initial recognition and changes in the fair value of biological assets at the point of harvest |
|
87,979 |
|
72,561 |
|
— |
|
— |
|
— |
|
160,540 |
Costs incurred during the period |
|
574,524 |
|
272,905 |
|
128,269 |
|
21,909 |
|
38,669 |
|
1,036,276 |
Decrease due to harvest/disposals |
|
(1,359,482) |
|
(1,004,210) |
|
— |
|
— |
|
— |
|
(2,363,692) |
Period ended September 30, 2025 |
|
579,715 |
|
442,942 |
|
128,269 |
|
21,909 |
|
38,669 |
|
1,211,504 |
|
|
Soybean |
|
Corn |
|
Wheat |
|
Barley |
|
Sunflower |
|
Total |
Beginning of the year |
|
— |
|
— |
|
220,682 |
|
73,452 |
|
— |
|
294,134 |
Initial recognition and changes in the fair value of biological assets at the point of harvest |
|
593,001 |
|
435,725 |
|
579,313 |
|
158,080 |
|
(1,256) |
|
1,764,863 |
Costs incurred during the year |
|
1,959,381 |
|
1,814,249 |
|
444,303 |
|
162,342 |
|
55,063 |
|
4,435,338 |
Decrease due to harvest/disposals |
|
(1,275,688) |
|
(1,148,288) |
|
(1,244,298) |
|
(393,874) |
|
(53,807) |
|
(4,115,955) |
Year ended June 30, 2025 |
|
1,276,694 |
|
1,101,686 |
|
— |
|
— |
|
— |
|
2,378,380 |
4.7. Property, plant and equipment
Property, plant and equipment as of September 30, 2025 and 2024 included the following:
|
|
Net carrying |
|
|
|
|
|
|
|
Foreign |
|
Net carrying |
|
|
amount |
|
|
|
|
|
Depreciation |
|
currency |
|
amount |
Class |
|
06/30/2025 |
|
Additions |
|
Transfers |
|
of the period |
|
translation |
|
09/30/2025 |
Office equipment |
|
369,451 |
|
3,750 |
|
— |
|
(18,718) |
|
2,755 |
|
357,238 |
Vehicles |
|
1,337,784 |
|
— |
|
— |
|
(166,684) |
|
337 |
|
1,171,437 |
Equipment and computer software |
|
331,763 |
|
12,214 |
|
— |
|
(58,610) |
|
3,960 |
|
289,327 |
Fixtures and fittings |
|
2,159,631 |
|
— |
|
97,491 |
|
(219,083) |
|
17,499 |
|
2,055,538 |
Machinery and equipment |
|
14,441,869 |
|
77,641 |
|
334,265 |
|
(808,662) |
|
53,785 |
|
14,098,898 |
Land and buildings |
|
39,076,126 |
|
— |
|
— |
|
(258,690) |
|
66,801 |
|
38,884,237 |
Buildings in progress |
|
16,858,762 |
|
751,385 |
|
(431,756) |
|
— |
|
7,978 |
|
17,186,369 |
Total |
|
74,575,386 |
|
844,990 |
|
— |
|
(1,530,447) |
|
153,115 |
|
74,043,044 |
|
|
Net carrying |
|
|
|
|
|
|
|
|
|
Foreign |
|
Net carrying |
|
|
amount |
|
|
|
|
|
|
|
Depreciation |
|
currency |
|
amount |
Class |
|
06/30/2024 |
|
Additions |
|
Transfers |
|
Disposals |
|
of the period |
|
translation |
|
09/30/2024 |
Office equipment |
|
410,338 |
|
3,231 |
|
— |
|
— |
|
(20,366) |
|
4,188 |
|
397,391 |
Vehicles |
|
2,200,349 |
|
— |
|
— |
|
(9,892) |
|
(257,352) |
|
— |
|
1,933,105 |
Equipment and computer software |
|
507,469 |
|
10,480 |
|
— |
|
— |
|
(61,339) |
|
7,522 |
|
464,132 |
Fixtures and fittings |
|
2,786,470 |
|
— |
|
— |
|
(129) |
|
(202,788) |
|
1,113 |
|
2,584,666 |
Machinery and equipment |
|
16,710,328 |
|
165,281 |
|
39,488 |
|
(144) |
|
(727,024) |
|
89,732 |
|
16,277,661 |
Land and buildings |
|
39,677,902 |
|
— |
|
— |
|
— |
|
(255,501) |
|
61,612 |
|
39,484,013 |
Buildings in progress |
|
12,280,422 |
|
1,168,008 |
|
(39,488) |
|
— |
|
— |
|
8,586 |
|
13,417,528 |
Total |
|
74,573,278 |
|
1,347,000 |
|
— |
|
(10,165) |
|
(1,524,370) |
|
172,753 |
|
74,558,496 |
The depreciation charge is included in Notes 5.3 and 5.4. The Group has no commitments to purchase property, plant and equipment items.
F-15
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US$, except otherwise indicated)
4.8. Intangible assets
Intangible assets as of September 30, 2025 and 2024 included the following:
|
|
Net carrying |
|
|
|
|
|
|
|
Foreign |
|
Net carrying |
|
|
amount |
|
|
|
Transfers/ |
|
Amortization |
|
currency |
|
amount |
Class |
|
06/30/2025 |
|
Additions |
|
Disposals |
|
of the period |
|
translation |
|
09/30/2025 |
Seed and integrated products |
|
|
|
|
|
|
|
|
|
|
|
|
HB4 technology and breeding program |
|
36,464,171 |
|
108,522 |
|
— |
|
(566,036) |
|
— |
|
36,006,657 |
Integrated seed products |
|
2,526,410 |
|
— |
|
— |
|
(47,622) |
|
(2,658) |
|
2,476,130 |
Crop nutrition |
|
|
|
|
|
|
|
|
|
|
|
|
Microbiological products |
|
43,570,817 |
|
— |
|
— |
|
(951,827) |
|
23,770 |
|
42,642,760 |
Microbiological products in progress |
|
11,909,700 |
|
559,775 |
|
(2,602) |
|
— |
|
— |
|
12,466,873 |
Other intangible assets |
|
|
|
|
|
|
|
|
|
|
|
|
Trademarks and patents |
|
46,201,854 |
|
12,587 |
|
— |
|
(928,868) |
|
— |
|
45,285,573 |
Trademarks and patents with indefinite useful lives |
|
7,827,309 |
|
— |
|
— |
|
— |
|
— |
|
7,827,309 |
Software |
|
1,313,947 |
|
— |
|
33,584 |
|
(152,899) |
|
— |
|
1,194,632 |
Software in progress |
|
609,953 |
|
17,627 |
|
(33,584) |
|
— |
|
— |
|
593,996 |
Customer loyalty |
|
20,268,101 |
|
— |
|
— |
|
(338,998) |
|
— |
|
19,929,103 |
RG/RS/OX Wheat in progress |
|
10,480,817 |
|
— |
|
— |
|
(262,020) |
|
— |
|
10,218,797 |
Total |
|
181,173,079 |
|
698,511 |
|
(2,602) |
|
(3,248,270) |
|
21,112 |
|
178,641,830 |
|
|
Net carrying |
|
|
|
|
|
|
|
Foreign |
|
Net carrying |
|
|
amount |
|
|
|
Transfers/ |
|
Amortization |
|
currency |
|
amount |
Class |
|
06/30/2024 |
|
Additions |
|
Disposals |
|
of the period |
|
translation |
|
09/30/2024 |
Seed and integrated products |
|
|
|
|
|
|
|
|
|
|
|
|
HB4 technology and breeding program |
|
35,574,371 |
|
169,819 |
|
— |
|
(522,087) |
|
— |
|
35,222,103 |
Integrated seed products |
|
2,681,826 |
|
— |
|
— |
|
(48,542) |
|
36,564 |
|
2,669,848 |
Crop nutrition |
|
|
|
|
|
|
|
|
|
|
|
|
Microbiological products |
|
41,187,249 |
|
— |
|
— |
|
(923,691) |
|
1,670 |
|
40,265,228 |
Microbiological products in progress |
|
10,452,861 |
|
1,484,198 |
|
— |
|
— |
|
1,118 |
|
11,938,177 |
Other intangible assets |
|
|
|
|
|
|
|
|
|
|
|
|
Trademarks and patents |
|
47,906,064 |
|
111,285 |
|
— |
|
(1,019,600) |
|
— |
|
46,997,749 |
Trademarks and patents with indefinite useful lives |
|
10,045,294 |
|
— |
|
— |
|
— |
|
— |
|
10,045,294 |
Software |
|
1,827,983 |
|
— |
|
137,598 |
|
(169,867) |
|
80 |
|
1,795,794 |
Software in progress |
|
580,728 |
|
95,816 |
|
(137,598) |
|
— |
|
— |
|
538,946 |
Customer loyalty |
|
21,636,760 |
|
— |
|
— |
|
(342,616) |
|
— |
|
21,294,144 |
RG/RS/OX Wheat in progress |
|
5,000,000 |
|
— |
|
— |
|
— |
|
— |
|
5,000,000 |
Total |
|
176,893,136 |
|
1,861,118 |
|
— |
|
(3,026,403) |
|
39,432 |
|
175,767,283 |
The amortization charge is included in Notes 5.3 and 5.4.
F-16
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US$, except otherwise indicated)
4.9. |
Goodwill |
|
|
09/30/2025 |
|
06/30/2025 |
Rizobacter Argentina S.A. |
|
28,080,271 |
|
28,080,271 |
Bioceres Crops S.A. |
|
7,523,322 |
|
7,523,322 |
Pro farm Group, Inc. |
|
76,089,749 |
|
76,089,749 |
Insumos Agroquímicos S.A. |
|
470,090 |
|
470,090 |
|
|
112,163,432 |
|
112,163,432 |
4.10. Trade and other payables
|
|
09/30/2025 |
|
06/30/2025 |
Current |
|
|
|
|
Trade creditors |
|
85,215,667 |
|
87,073,151 |
Shareholders and other related parties (Note 14) |
|
116,416 |
|
286,172 |
Trade creditors - Parent company (Note 14) |
|
850,254 |
|
878,874 |
Trade creditors - Joint ventures and associates (Note 14) |
|
3,741,996 |
|
3,625,406 |
Taxes |
|
4,790,400 |
|
3,283,856 |
Miscellaneous |
|
1,434,858 |
|
1,285,145 |
|
|
96,149,591 |
|
96,432,604 |
|
|
|
|
|
Non-current |
|
|
|
|
Trade creditors |
|
4,785,300 |
|
4,785,300 |
Trade creditors - Joint ventures and associates (Note 14) |
|
43,084,014 |
|
43,696,426 |
|
|
47,869,314 |
|
48,481,726 |
4.11. Borrowings
|
|
09/30/2025 |
|
06/30/2025 |
Current |
|
|
|
|
Bank borrowings |
|
60,950,049 |
|
93,752,214 |
Corporate bonds |
|
24,183,969 |
|
25,265,276 |
Trust debt securities |
|
— |
|
710,636 |
|
|
85,134,018 |
|
119,728,126 |
Non-current |
|
|
|
|
Bank borrowings |
|
27,875,496 |
|
12,271,490 |
Corporate bonds |
|
25,926,536 |
|
25,926,536 |
|
|
53,802,032 |
|
38,198,026 |
The Group has a pre-approved financing program authorized by the Argentine National Securities Commission (Comisión Nacional de Valores – CNV), which allows for the issuance of public corporate bonds for up to $200 million. As of September 30, 2025, the Group had utilized $50 million under this program, with $150 million remaining available for future use. The facility remains fully discretionary and may be utilized as needed by the Group.
F-17
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US$, except otherwise indicated)
As of September 30, 2025, the Group is in full compliance with all financial covenants agreed with Cooperatieve Rabobank U.A. under the amendment executed on September 5, 2025. Accordingly, the outstanding liability for the current period has been classified as non-current.
|
|
09/30/2025 |
|
06/30/2025 |
||||
|
|
Amortized cost |
|
Fair value |
|
Amortized cost |
|
Fair value |
Current |
|
|
|
|
|
|
|
|
Bank borrowings |
|
60,950,049 |
|
56,377,945 |
|
93,752,214 |
|
83,183,234 |
Corporate Bonds |
|
24,183,969 |
|
22,007,517 |
|
25,265,276 |
|
22,529,823 |
|
|
|
|
|
|
|
|
|
Non-current |
|
|
|
|
|
|
|
|
Bank borrowings |
|
27,875,496 |
|
20,552,530 |
|
12,271,490 |
|
9,402,501 |
Corporate Bonds |
|
25,926,536 |
|
19,495,612 |
|
25,926,536 |
|
18,732,545 |
4.12. Secured Notes
As outlined in Note 2, adverse market conditions negatively affected our performance metrics, resulting in a breach of the ratio thresholds stipulated in the Secured Notes. On November 10, 2025, we received a Declaration of Acceleration, and on November 11, 2025, the noteholders initiated legal proceedings against the Group seeking full payment of the amounts due. Since June 30, 2025, we have been unable to demonstrate an unconditional right to defer settlement of the liability for at least twelve months. Consequently, the liability was reclassified as current from that date. As of September 30, 2025, a total of $7.4 million has been accrued as a Prepayment Premium Fee, of which $4.7 million had already been recognized in June.
In accordance with the terms of the agreement, certain members of the Board of Directors were nominated by the noteholders and subsequently, after closing date, they resigned following the delivery of a reservation of rights letter sent by Jasper Lake through its legal counsel. Since September 30, 2025, one director nominated by the noteholders remained in position, the outstanding balance is reported as amounts payable to related Parties (see Note 14).
4.13. Consideration for acquisition
|
|
09/30/2025 |
|
06/30/2025 |
Current |
|
|
|
|
Consideration for acquisition of assets |
|
815,202 |
|
1,761,274 |
|
|
815,202 |
|
1,761,274 |
Non-current |
|
|
|
|
Consideration for acquisition of assets |
|
355,981 |
|
397,774 |
|
|
355,981 |
|
397,774 |
In July 2025, we partially settled the contingent consideration related to the Pro Farm acquisition, assumed as part of the business combination with Pro Farm Inc. (formerly Marrone Bio Innovations, Inc.), through the delivery of 237,054 treasury shares and the issuance of 220 new shares. As of September 30, 2025, an additional amount equivalent to 5,954 shares remains outstanding.
4.14. Employee benefits and social security
|
|
09/30/2025 |
|
06/30/2025 |
Salaries, accrued incentives, vacations and social security |
|
5,400,253 |
|
6,108,130 |
Key management personnel (Note 14) |
|
123,770 |
|
65,882 |
|
|
5,524,023 |
|
6,174,012 |
F-18
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US$, except otherwise indicated)
4.15. Deferred revenue and advances from customers
|
|
09/30/2025 |
|
06/30/2025 |
Current |
|
|
|
|
Advances from customers |
|
2,322,877 |
|
4,282,668 |
|
|
2,322,877 |
|
4,282,668 |
Non-current |
|
|
|
|
Advances from customers |
|
41,237 |
|
— |
Deferred revenue |
|
1,794,550 |
|
1,436,912 |
|
|
1,835,787 |
|
1,436,912 |
5. INFORMATION ABOUT COMPONENTS OF CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
5.1. Revenue from contracts with customers
|
|
09/30/2025 |
|
09/30/2024 |
Sale of goods and services |
|
74,727,486 |
|
89,064,305 |
Royalties |
|
309,297 |
|
693,786 |
Right of use licenses |
|
2,399,212 |
|
2,862,987 |
|
|
77,435,995 |
|
92,621,078 |
Transactions of sales of goods and services with joint ventures and with shareholders and other related parties are reported in Note 14.
5.2. Cost of sales
Item |
|
09/30/2025 |
|
09/30/2024 |
Inventories as of the beginning of the period |
|
82,999,205 |
|
110,913,884 |
Purchases of the period |
|
37,851,983 |
|
47,643,458 |
Production costs |
|
5,318,601 |
|
6,503,891 |
Foreign currency translation |
|
148,610 |
|
185,428 |
Subtotal |
|
126,318,399 |
|
165,246,661 |
Inventories as of the end of the period (*) |
|
(85,021,914) |
|
(109,450,616) |
Cost of sales |
|
41,296,485 |
|
55,796,045 |
(*)Net of agricultural products.
F-19
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US$, except otherwise indicated)
5.3. R&D classified by nature
|
|
Research and |
|
Research and |
|
|
development |
|
development |
|
|
expenses |
|
expenses |
Item |
|
09/30/2025 |
|
09/30/2024 |
Amortization of intangible assets |
|
1,792,799 |
|
1,362,301 |
Depreciation of property, plant and equipment |
|
230,628 |
|
198,198 |
Freight and haulage |
|
975 |
|
2,221 |
Employee benefits and social securities |
|
690,185 |
|
1,533,533 |
Maintenance |
|
37,883 |
|
102,527 |
Energy and fuel |
|
1,567 |
|
2,434 |
Supplies and materials |
|
1,053,313 |
|
639,560 |
Mobility and travel |
|
22,418 |
|
46,429 |
Share-based incentives |
|
— |
|
35,141 |
Publicity and advertising |
|
— |
|
2,131 |
Professional fees and outsourced services |
|
1,857,264 |
|
100,959 |
Professional fees related parties |
|
— |
|
16,373 |
Office supplies |
|
14,810 |
|
147,481 |
Information technology expenses |
|
2,670 |
|
19,692 |
Insurance |
|
10,106 |
|
12,772 |
Depreciation of leased assets |
|
— |
|
16,336 |
Miscellaneous |
|
1,850 |
|
173,191 |
Total |
|
5,716,468 |
|
4,411,279 |
|
|
09/30/2025 |
|
09/30/2024 |
R&D capitalized (Note 4.8) |
|
668,297 |
|
1,654,017 |
R&D profit and loss |
|
5,716,468 |
|
4,411,279 |
Total |
|
6,384,765 |
|
6,065,296 |
F-20
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US$, except otherwise indicated)
5.4. Expenses classified by nature and function
|
|
|
|
Selling, |
|
|
|
|
|
|
general and |
|
|
|
|
Production |
|
administrative |
|
Total |
Item |
|
costs |
|
expenses |
|
09/30/2025 |
Amortization of intangible assets |
|
82,507 |
|
1,372,964 |
|
1,455,471 |
Commissions and royalties |
|
306,022 |
|
315,581 |
|
621,603 |
Import and export expenses |
|
— |
|
144,543 |
|
144,543 |
Depreciation of property, plant and equipment |
|
743,821 |
|
555,998 |
|
1,299,819 |
Depreciation of leased assets |
|
416,521 |
|
636,462 |
|
1,052,983 |
Impairment of receivables |
|
— |
|
655,034 |
|
655,034 |
Freight and haulage |
|
115,172 |
|
1,179,363 |
|
1,294,535 |
Employee benefits and social securities |
|
1,888,221 |
|
8,908,358 |
|
10,796,579 |
Maintenance |
|
364,935 |
|
658,015 |
|
1,022,950 |
Energy and fuel |
|
184,245 |
|
26,378 |
|
210,623 |
Supplies and materials |
|
103,506 |
|
358,030 |
|
461,536 |
Mobility and travel |
|
97,802 |
|
945,951 |
|
1,043,753 |
Publicity and advertising |
|
— |
|
1,049,481 |
|
1,049,481 |
Contingencies |
|
9,378 |
|
24,073 |
|
33,451 |
Share - based incentives |
|
— |
|
533 |
|
533 |
Professional fees and outsourced services |
|
478,907 |
|
2,316,544 |
|
2,795,451 |
Office supplies and registrations fees |
|
3,171 |
|
227,893 |
|
231,064 |
Insurance |
|
40,341 |
|
804,730 |
|
845,071 |
Information technology expenses |
|
7,592 |
|
514,270 |
|
521,862 |
Obsolescence |
|
457,274 |
|
— |
|
457,274 |
Taxes |
|
14,199 |
|
2,398,466 |
|
2,412,665 |
Miscellaneous |
|
4,987 |
|
44,393 |
|
49,380 |
Total |
|
5,318,601 |
|
23,137,060 |
|
28,455,661 |
F-21
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US$, except otherwise indicated)
|
|
|
|
Selling, |
|
|
|
|
|
|
general and |
|
|
|
|
Production |
|
administrative |
|
Total |
Item |
|
costs |
|
expenses |
|
09/30/2024 |
Amortization of intangible assets |
|
100,139 |
|
1,563,963 |
|
1,664,102 |
Analysis and storage |
|
— |
|
2,914 |
|
2,914 |
Commissions and royalties |
|
— |
|
811,802 |
|
811,802 |
Import and export expenses |
|
49,057 |
|
420,520 |
|
469,577 |
Depreciation of property, plant and equipment |
|
708,432 |
|
617,740 |
|
1,326,172 |
Depreciation of leased assets |
|
163,503 |
|
580,889 |
|
744,392 |
Impairment of receivables |
|
— |
|
184,879 |
|
184,879 |
Freight and haulage |
|
707,583 |
|
2,523,323 |
|
3,230,906 |
Employee benefits and social securities |
|
2,468,217 |
|
10,040,415 |
|
12,508,632 |
Maintenance |
|
514,044 |
|
796,348 |
|
1,310,392 |
Energy and fuel |
|
229,327 |
|
23,523 |
|
252,850 |
Supplies and materials |
|
199,331 |
|
872,326 |
|
1,071,657 |
Mobility and travel |
|
31,928 |
|
1,170,011 |
|
1,201,939 |
Publicity and advertising |
|
— |
|
1,381,283 |
|
1,381,283 |
Contingencies |
|
— |
|
297,159 |
|
297,159 |
Share-based incentives |
|
76,813 |
|
659,327 |
|
736,140 |
Professional fees and outsourced services |
|
525,950 |
|
1,813,064 |
|
2,339,014 |
Professional fees related parties |
|
— |
|
44,638 |
|
44,638 |
Office supplies and registrations fees |
|
44,297 |
|
347,914 |
|
392,211 |
Insurance |
|
59,825 |
|
677,363 |
|
737,188 |
Information technology expenses |
|
11,572 |
|
792,095 |
|
803,667 |
Obsolescence |
|
550,468 |
|
64,150 |
|
614,618 |
Taxes |
|
47,130 |
|
4,478,319 |
|
4,525,449 |
Miscellaneous |
|
16,275 |
|
161 |
|
16,436 |
Total |
|
6,503,891 |
|
30,164,126 |
|
36,668,017 |
5.5. Other income or expenses, net
|
|
09/30/2025 |
|
09/30/2024 |
Net result from commercialization of agricultural products |
|
(628,482) |
|
(828,366) |
Expenses recovery |
|
(44,022) |
|
— |
Result of intangible sales |
|
— |
|
171,487 |
Others |
|
476,828 |
|
132,856 |
|
|
(195,676) |
|
(524,023) |
F-22
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US$, except otherwise indicated)
5.6. Finance results
|
|
09/30/2025 |
|
09/30/2024 |
Financial costs |
|
|
|
|
Interest expenses |
|
(8,549,952) |
|
(6,059,231) |
Financial commissions |
|
(566,451) |
|
(1,102,617) |
|
|
(9,116,403) |
|
(7,161,848) |
|
|
|
|
|
Other financial results |
|
|
|
|
Exchange differences generated by assets |
|
(2,637,671) |
|
(2,686,292) |
Exchange differences generated by liabilities |
|
2,416,236 |
|
894,756 |
Changes in fair value of financial assets or liabilities and other financial results |
|
(598,953) |
|
(872,416) |
Prepayment premium fee (Note 4.12) |
|
(2,676,273) |
|
— |
Net gain of inflation effect on monetary items |
|
40,281 |
|
(7,269) |
|
|
(3,456,380) |
|
(2,671,221) |
6. TAXATION
Taxes on income in the interim periods are accrued using the tax rate that would be applicable to expected total annual earnings.
|
|
09/30/2025 |
|
09/30/2024 |
Current tax expense |
|
(4,379,313) |
|
(1,162,366) |
Deferred tax |
|
2,296,318 |
|
2,428,775 |
Total |
|
(2,082,995) |
|
1,266,409 |
|
|
09/30/2025 |
|
09/30/2024 |
Beginning of the period deferred tax |
|
(25,205,940) |
|
(25,296,930) |
Charge for the period |
|
2,296,318 |
|
2,428,775 |
Conversion difference |
|
55,800 |
|
(1,074,996) |
Total net deferred tax |
|
(22,853,822) |
|
(23,943,151) |
The tax on the Group’s profit before tax differs from the theoretical amount that would arise using the weighted average tax rate applicable to profits of the consolidated entities as follow:
|
|
09/30/2025 |
|
09/30/2024 |
Earning before income tax-rate |
|
(5,365,237) |
|
(7,464,462) |
Income tax expense by applying tax rate in force in the respective countries |
|
(210,141) |
|
2,042,411 |
Share of profit or loss of subsidiaries, joint ventures and associates |
|
69,976 |
|
(96,264) |
Stock options charge |
|
— |
|
(68,931) |
Non-deductible expenses |
|
(1,263,978) |
|
(544,001) |
Tax inflation adjustment |
|
(13,030) |
|
792,693 |
Result of inflation effect on monetary items and other finance results |
|
(601,279) |
|
(859,499) |
Derecognition of tax loss carryforwards |
|
(64,543) |
|
— |
Income tax expenses |
|
(2,082,995) |
|
1,266,409 |
F-23
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US$, except otherwise indicated)
The income tax expense was calculated by applying the tax rate in force in the respective countries, as follows.
|
|
September 30, 2025 |
|
September 30, 2024 |
||||||||
|
|
Earning |
|
Weight |
|
|
|
Earning |
|
Weight |
|
|
|
|
before |
|
average |
|
|
|
before |
|
average |
|
|
|
|
income |
|
applicable |
|
Income |
|
income |
|
applicable |
|
Income |
Tax jurisdiction |
|
tax-rate |
|
tax rate |
|
tax |
|
tax-rate |
|
tax rate |
|
tax |
Low or null taxation jurisdictions |
|
(4,632,925) |
|
0.0 |
% |
— |
|
1,213,563 |
|
0.0 |
% |
— |
Profit-making entities |
|
5,331,275 |
|
34.6 |
% |
(1,844,404) |
|
2,480,831 |
|
32.2 |
% |
(798,649) |
Loss-making entities |
|
(6,063,587) |
|
27.0 |
% |
1,634,263 |
|
(11,158,856) |
|
25.5 |
% |
2,841,060 |
|
|
(5,365,237) |
|
|
|
(210,141) |
|
(7,464,462) |
|
|
|
2,042,411 |
7. EARNING PER SHARE
The numerators and denominators used in the calculation of basic EPS and diluted EPS are presented below:
|
|
09/30/2025 |
|
09/30/2024 |
Numerator |
|
|
|
|
Loss for the period (basic EPS) |
|
(7,327,885) |
|
(6,369,262) |
Loss for the period (basic EPS) |
|
(7,327,885) |
|
(6,369,262) |
Denominator |
|
|
|
|
Weighted average number of shares (basic EPS) |
|
63,428,167 |
|
62,851,063 |
Weighted average number of shares (diluted EPS) |
|
63,428,167 |
|
62,851,063 |
|
|
|
|
|
Basic loss attributable to ordinary equity holders of the parent |
|
(0.1155) |
|
(0.1013) |
Diluted loss attributable to ordinary equity holders of the parent |
|
(0.1155) |
|
(0.1013) |
For the three-month period ended September 30, 2025 and 2024, diluted EPS was the same as basic EPS, as the effect of potential ordinary shares would be antidilutive.
8. EQUITY INFORMATION
Capital issued
As of September 30, 2025, we had (i) 100,000,000 ordinary shares ($0.0001 par value) authorized, (ii) 63,478,813 ordinary shares issued and outstanding, (iii) 1,000,000 preferred shares ($0.0001 par value) authorized, (iv) no preferred shares issued and outstanding, (v) 3,389,224 ordinary shares reserved for our equity compensation plans. Of the total issued shares, we have repurchased 2,165,638 shares of our own.
Holders of the ordinary shares are entitled to one vote for each ordinary share.
F-24
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US$, except otherwise indicated)
9. CASH FLOW INFORMATION
Significant non-cash transactions related to investing and financing activities are as follows:
|
|
09/30/2025 |
|
09/30/2024 |
Investment activities |
|
|
|
|
Investment in-kind in other related parties (Note 14) |
|
664,590 |
|
666,068 |
Capitalization of interest on buildings in progress |
|
172,875 |
|
68,668 |
|
|
837,465 |
|
734,736 |
|
|
|
|
|
|
|
09/30/2025 |
|
09/30/2024 |
Financing activities |
|
|
|
|
Contingent consideration payment with own shares (Note 4.13) |
|
(870,795) |
|
— |
|
|
(870,795) |
|
— |
10. JOINT VENTURES AND ASSOCIATES
|
|
09/30/2025 |
|
06/30/2025 |
Assets |
|
|
|
|
Synertech Industrias S.A. |
|
39,389,432 |
|
39,334,762 |
Alfalfa Technologies S.R.L. |
|
36,502 |
|
36,502 |
|
|
39,425,934 |
|
39,371,264 |
|
|
09/30/2025 |
|
06/30/2025 |
Liabilities |
|
|
|
|
Trigall Genetics S.A. |
|
765,576 |
|
1,007,678 |
|
|
765,576 |
|
1,007,678 |
Changes in joint ventures investments and affiliates:
|
|
09/30/2025 |
|
09/30/2024 |
As of the beginning of the period |
|
38,363,586 |
|
39,489,898 |
Share of profit or loss |
|
296,772 |
|
(586,318) |
As of the end of the period |
|
38,660,358 |
|
38,903,580 |
Share of profit or loss of joint ventures and affiliates:
|
|
09/30/2025 |
|
09/30/2024 |
Trigall Genetics S.A. |
|
242,102 |
|
(778,198) |
Synertech Industrias S.A. |
|
54,670 |
|
191,880 |
|
|
296,772 |
|
(586,318) |
F-25
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US$, except otherwise indicated)
11. SEGMENT INFORMATION
The tables present information with respect to the Group´s reporting segments:
|
|
Seed and |
|
|
|
|
|
|
|
|
|
integrated |
|
Crop |
|
Crop |
|
|
|
Period ended September 30, 2025 |
|
products |
|
protection |
|
nutrition |
|
Consolidated |
|
Revenues from contracts with customers |
|
|
|
|
|
|
|
|
|
Sale of goods and services |
|
12,195,210 |
|
39,871,696 |
|
22,660,580 |
|
74,727,486 |
|
Royalties |
|
309,297 |
|
— |
|
— |
|
309,297 |
|
Right of use licenses |
|
— |
|
— |
|
2,399,212 |
|
2,399,212 |
|
Others |
|
|
|
|
|
|
|
|
|
Initial recognition and changes in the fair value of biological assets at the point of harvest |
|
160,540 |
|
— |
|
— |
|
160,540 |
|
Total |
|
12,665,047 |
|
39,871,696 |
|
25,059,792 |
|
77,596,535 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of sales |
|
(5,054,226) |
|
(22,268,002) |
|
(13,974,257) |
|
(41,296,485) |
|
Gross profit per segment |
|
7,610,821 |
|
17,603,694 |
|
11,085,535 |
|
36,300,050 |
|
% Gross margin |
|
60 |
% |
44 |
% |
44 |
% |
47 |
% |
|
|
Seed and |
|
|
|
|
|
|
|
|
|
integrated |
|
Crop |
|
Crop |
|
|
|
Period ended September 30, 2024 |
|
products |
|
protection |
|
nutrition |
|
Consolidated |
|
Revenues from contracts with customers |
|
|
|
|
|
|
|
|
|
Sale of goods and services |
|
18,501,927 |
|
47,739,696 |
|
22,822,682 |
|
89,064,305 |
|
Royalties |
|
693,786 |
|
— |
|
— |
|
693,786 |
|
Right of use licenses |
|
— |
|
— |
|
2,862,987 |
|
2,862,987 |
|
Others |
|
|
|
|
|
|
|
|
|
Initial recognition and changes in the fair value of biological assets at the point of harvest |
|
666,175 |
|
— |
|
— |
|
666,175 |
|
Total |
|
19,861,888 |
|
47,739,696 |
|
25,685,669 |
|
93,287,253 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of sales |
|
(12,802,027) |
|
(29,025,677) |
|
(13,968,341) |
|
(55,796,045) |
|
Gross profit per segment |
|
7,059,861 |
|
18,714,019 |
|
11,717,328 |
|
37,491,208 |
|
% Gross margin |
|
36 |
% |
39 |
% |
46 |
% |
40 |
% |
F-26
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US$, except otherwise indicated)
12. FINANCIAL INSTRUMENTS – RISK MANAGEMENT
Financial instruments by category
The following tables show additional information required under IFRS 7 on the financial assets and liabilities recorded as of September 30, 2025, and June 30, 2025.
Financial assets by category
|
|
|
|
|
|
Mandatorily measured at fair |
||
|
|
Amortized cost |
|
value through profit or loss |
||||
Financial asset |
|
09/30/2025 |
|
06/30/2025 |
|
09/30/2025 |
|
06/30/2025 |
Cash and cash equivalents |
|
11,728,206 |
|
19,488,145 |
|
3,776,940 |
|
13,206,934 |
Other financial assets |
|
52 |
|
58 |
|
1,107,281 |
|
2,040,038 |
Trade receivables |
|
160,044,430 |
|
168,366,767 |
|
— |
|
— |
Other receivables (*) |
|
24,973,136 |
|
23,975,920 |
|
— |
|
— |
Total |
|
196,745,824 |
|
211,830,890 |
|
4,884,221 |
|
15,246,972 |
(*) |
Advances expenses and tax balances are not included. |
Financial liabilities by category
|
|
|
|
|
|
Mandatorily measured at fair |
||
|
|
Amortized cost |
|
value through profit or loss |
||||
Financial liability |
|
09/30/2025 |
|
06/30/2025 |
|
09/30/2025 |
|
06/30/2025 |
Trade and other payables |
|
144,018,905 |
|
141,779,322 |
|
— |
|
3,135,008 |
Borrowings |
|
138,936,050 |
|
157,926,152 |
|
— |
|
— |
Secured notes |
|
103,603,614 |
|
102,270,445 |
|
— |
|
— |
Lease liability |
|
15,913,114 |
|
16,411,981 |
|
— |
|
— |
Consideration for acquisition |
|
1,163,653 |
|
1,075,234 |
|
7,530 |
|
1,083,814 |
Total |
|
403,635,336 |
|
419,463,134 |
|
7,530 |
|
4,218,822 |
F-27
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US$, except otherwise indicated)
Financial instruments measured at fair value
Measurement at fair value at 09/30/2025 |
|
Level 1 |
|
Level 2 |
|
Level 3 |
|
|
|
|
|
|
|
Financial assets at fair value |
|
|
|
|
|
|
Moolec Science S.A. shares |
|
151,972 |
|
— |
|
— |
Other investments |
|
955,309 |
|
— |
|
— |
Financial liability at fair value |
|
|
|
|
|
|
Consideration for acquisition |
|
7,530 |
|
— |
|
— |
|
|
|
|
|
|
|
Measurement at fair value at 06/30/2025 |
|
Level 1 |
|
Level 2 |
|
Level 3 |
|
|
|
|
|
|
|
Financial assets at fair value |
|
|
|
|
|
|
Mutual funds |
|
144,606 |
|
— |
|
— |
Moolec Science S.A. shares |
|
976,425 |
|
— |
|
— |
Other investments |
|
919,007 |
|
— |
|
— |
Financial liability at fair value |
|
|
|
|
|
|
Trade and other payables |
|
— |
|
3,135,008 |
|
— |
Consideration for acquisition |
|
1,083,814 |
|
— |
|
— |
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 4.11).
Management estimates that the carrying value of the financial instruments measured at amortized cost approximates their fair value.
F-28
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US$, except otherwise indicated)
Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting its financial obligations when they come due.
The following table sets out the contractual maturities of financial liabilities:
|
|
|
|
|
|
Between one |
|
|
Up to 3 |
|
3 to 12 |
|
and three |
As of September 30, 2025 |
|
months |
|
months |
|
periods |
Trade and other payables |
|
43,324,868 |
|
52,824,723 |
|
47,869,314 |
Borrowings |
|
30,244,937 |
|
54,889,081 |
|
53,802,032 |
Convertible notes |
|
103,603,614 |
|
— |
|
— |
Leasing liabilities |
|
1,072,166 |
|
2,074,101 |
|
12,766,847 |
Consideration for acquisition |
|
— |
|
815,202 |
|
355,981 |
Total |
|
178,245,585 |
|
110,603,107 |
|
114,794,174 |
|
|
|
|
|
|
Between one |
|
|
Up to 3 |
|
3 to 12 |
|
and three |
As of June 30, 2025 |
|
months |
|
months |
|
periods |
Trade and other payables |
|
35,989,362 |
|
60,443,242 |
|
48,481,726 |
Borrowings |
|
78,084,912 |
|
41,643,214 |
|
38,198,026 |
Convertible notes |
|
102,270,445 |
|
— |
|
— |
Leasing liabilities |
|
1,010,540 |
|
5,873,502 |
|
9,527,939 |
Consideration for acquisition |
|
— |
|
1,761,274 |
|
397,774 |
Total |
|
217,355,259 |
|
109,721,232 |
|
96,605,465 |
As described in Note 4.12, the Secured notes were reclassified as current liability following the acceleration event.
The generation of cash flows over the next twelve months depends on the success of the initiatives mentioned in Note 2, which cannot be guaranteed as they rely on factors not entirely within the Group’s control. The uncertainty surrounding our ability to secure additional financing contributes to a material uncertainty that raise substantial doubt regarding the Group’s ability to continue as a going concern.
Currency risk
Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rate. Currency on foreign exchange risk arises when the Group enters into transactions denominated in a currency other than its functional currency.
The table below sets forth our net exposure to currency risk as of September 30, 2025:
Net foreign currency position |
|
09/30/2025 |
Amount expressed in US$ |
|
(18,505,060) |
Considering only this net currency exposure as of September 30, 2025 if an US Dollar revaluation or depreciation in relation to other foreign currencies with the remaining variables remaining constant, would have a positive or a negative impact on comprehensive income as a result of foreign exchange gains or losses. We estimate that a devaluation or an appreciation of the US Dollar other currencies of 10% during the period ended September 30, 2025 would have resulted in a net pre-tax loss or gain of approximately $1.8 million.
F-29
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US$, except otherwise indicated)
13. LEASES
Right-of-use leased asset |
|
09/30/2025 |
|
06/30/2025 |
Book value at the beginning of the period |
|
30,142,835 |
|
20,979,597 |
Additions of the period |
|
261,066 |
|
9,569,819 |
Disposals |
|
— |
|
(680,110) |
Exchange differences |
|
227,670 |
|
273,529 |
Book value at the end of the period |
|
30,631,571 |
|
30,142,835 |
|
|
|
|
|
Depreciation |
|
09/30/2025 |
|
06/30/2025 |
Book value at the beginning of the period |
|
13,765,134 |
|
9,377,845 |
Depreciation of the period |
|
1,052,983 |
|
5,036,703 |
Disposals |
|
— |
|
(697,150) |
Exchange differences |
|
26,110 |
|
47,736 |
Accumulated depreciation at the end of the period |
|
14,844,227 |
|
13,765,134 |
Total |
|
15,787,344 |
|
16,377,701 |
Lease liability |
|
09/30/2025 |
|
06/30/2025 |
Book value at the beginning of the period |
|
16,411,981 |
|
11,284,137 |
Additions of the period |
|
261,066 |
|
9,569,819 |
Interest expenses, exchange differences and inflation effects |
|
531,405 |
|
1,059,412 |
Payments of the period |
|
(1,291,338) |
|
(5,501,387) |
Total |
|
15,913,114 |
|
16,411,981 |
Lease Liabilities |
|
09/30/2025 |
|
06/30/2025 |
Non-current |
|
12,766,847 |
|
9,527,939 |
Current |
|
3,146,267 |
|
6,884,042 |
Total |
|
15,913,114 |
|
16,411,981 |
The incremental borrowing rate used was 6.3% in US$ and 18.59% in reais.
The recognized right-of-use assets relate to the following types of assets:
|
|
09/30/2025 |
|
06/30/2025 |
Machinery and equipment |
|
8,824,925 |
|
3,655,741 |
Vehicles |
|
1,326,565 |
|
1,214,933 |
Equipment and computer software |
|
1,347,568 |
|
1,347,568 |
Land and buildings |
|
19,132,513 |
|
23,924,593 |
|
|
30,631,571 |
|
30,142,835 |
F-30
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US$, except otherwise indicated)
14. SHAREHOLDERS AND OTHER RELATED PARTIES BALANCES AND TRANSACTIONS
During the period ended September 30, 2025, and 2024, the transactions between the Group and related parties, and the related balances owed by and to them, are as follows:
|
|
|
|
Value of transactions for the period ended |
||
Party |
|
Transaction type |
|
09/30/2025 |
|
09/30/2024 |
Joint ventures and associates |
|
Sales and services |
|
4,480,279 |
|
1,970,746 |
Joint ventures and associates |
|
Purchases of goods and services |
|
(3,327,524) |
|
(5,533,795) |
Key management personnel |
|
Salaries, social security benefits and other benefits |
|
(841,706) |
|
(1,091,546) |
Key management personnel |
|
Sales and services |
|
— |
|
6,048 |
Key management personnel |
|
Purchases of goods and services |
|
82,408 |
|
157,213 |
Shareholders and other related parties |
|
Sales of goods and services |
|
690,498 |
|
3,628,119 |
Shareholders and other related parties |
|
Purchases of goods and services |
|
(1,333,408) |
|
(1,854,249) |
Shareholders and other related parties |
|
In-kind contributions |
|
664,590 |
|
666,068 |
Total |
|
|
|
415,137 |
|
(2,051,396) |
|
|
|
|
Amounts receivable from related parties |
||
Party |
|
Transaction type |
|
09/30/2025 |
|
06/30/2025 |
Shareholders and other related parties |
|
Trade debtors |
|
— |
|
249,701 |
Shareholders and other related parties |
|
Other receivables |
|
3,535,965 |
|
2,775,092 |
Joint ventures and associates |
|
Trade debtors |
|
414,206 |
|
413,689 |
Joint ventures and associates |
|
Other receivables |
|
18,868,162 |
|
19,147,793 |
Total |
|
|
|
22,818,333 |
|
22,586,275 |
|
|
|
|
Amounts payable to related parties |
||
Party |
|
Transaction type |
|
09/30/2025 |
|
06/30/2025 |
Shareholders and other related parties |
|
Trade creditors |
|
(850,254) |
|
(878,874) |
Key management personnel |
|
Salaries, social security benefits and other benefits |
|
(123,770) |
|
(65,882) |
Shareholders and other related parties |
|
Trade and other payables |
|
(116,416) |
|
(286,172) |
Joint ventures and associates |
|
Trade creditors |
|
(46,826,010) |
|
(47,321,832) |
Other related parties |
|
Secured notes |
|
(103,603,614) |
|
(102,270,445) |
Total |
|
|
|
(151,520,064) |
|
(150,823,205) |
F-31
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US$, except otherwise indicated)
15. KEY MANAGEMENT PERSONNEL COMPENSATION
The compensation of directors and other members of key management personnel, including social contributions and other benefits, were as follows for the period ended September 30, 2025, and 2024.
|
|
09/30/2025 |
|
09/30/2024 |
Salaries, social security and other benefits |
|
599,351 |
|
611,096 |
Share-based incentives |
|
— |
|
480,450 |
Total |
|
599,351 |
|
1,091,546 |
16. CONTINGENCIES, COMMITMENTS AND RESTRICTIONS ON THE DISTRIBUTION OF PROFITS
Other than the matters outlined in Note 2, 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, 2025.
17. EVENTS OCCURRING AFTER THE REPORTING PERIOD
Subsequent to September 30, 2025, there have been no other situations or circumstances that may require significant adjustments or further disclosure in these consolidated financial statements that were not mentioned above.
F-32