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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 February 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 statement on Form F-3 (Registration No. 333-268144), Form S-8 (Registration Nos. 333-255635 and 333-266333), and the following exhibits are 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: February 27, 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 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. |
|
|
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F-3 |
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F-5 |
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F-6 |
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F-7 |
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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 December 31, 2024, and June 30, 2024
(Amounts in US$)
|
|
Notes |
|
12/31/2024 |
|
06/30/2024 |
ASSETS |
|
|
|
|
|
|
CURRENT ASSETS |
|
|
|
|
|
|
Cash and cash equivalents |
|
5.1 |
|
29,176,741 |
|
44,473,270 |
Other financial assets |
|
5.2 |
|
2,018,893 |
|
11,695,528 |
Trade receivables |
|
5.3 |
|
226,458,428 |
|
207,320,974 |
Other receivables |
|
5.4 |
|
17,204,097 |
|
18,298,672 |
Recoverable income tax |
|
|
|
1,500,924 |
|
655,691 |
Inventories |
|
5.5 |
|
101,809,489 |
|
125,929,768 |
Biological assets |
|
|
|
4,398,841 |
|
294,134 |
Total current assets |
|
|
|
382,567,413 |
|
408,668,037 |
|
|
|
|
|
|
|
NON-CURRENT ASSETS |
|
|
|
|
|
|
Other financial assets |
|
5.2 |
|
817,544 |
|
634,553 |
Other receivables |
|
5.4 |
|
18,248,572 |
|
17,957,121 |
Recoverable income tax |
|
|
|
15,379 |
|
10,889 |
Deferred tax assets |
|
7 |
|
13,282,972 |
|
9,698,860 |
Investments in joint ventures and associates |
|
11 |
|
40,013,004 |
|
39,786,353 |
Investment properties |
|
|
|
560,783 |
|
560,783 |
Property, plant and equipment |
|
5.6 |
|
74,901,243 |
|
74,573,278 |
Intangible assets |
|
5.7 |
|
176,292,048 |
|
176,893,136 |
Goodwill |
|
|
|
112,163,432 |
|
112,163,432 |
Right of use asset |
|
14 |
|
16,335,484 |
|
11,601,752 |
Total non-current assets |
|
|
|
452,630,461 |
|
443,880,157 |
Total assets |
|
|
|
835,197,874 |
|
852,548,194 |
The accompanying Notes are an integral part of these unaudited interim condensed consolidated financial statements. Related parties’ balances and transactions are disclosed in Note 15.
F-3
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
As of December 31, 2024, and June 30, 2024
(Amounts in US$)
LIABILITIES |
|
Notes |
|
12/31/2024 |
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06/30/2024 |
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|
|
|
|
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CURRENT LIABILITIES |
|
|
|
|
|
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Trade and other payables |
|
5.8 |
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144,026,138 |
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168,732,469 |
Borrowings |
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5.9 |
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119,191,968 |
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136,747,198 |
Employee benefits and social security |
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5.10 |
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8,230,370 |
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7,340,958 |
Deferred revenue and advances from customers |
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5.11 |
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2,929,540 |
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3,923,140 |
Income tax payable |
|
|
|
5,898,060 |
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4,825,271 |
Consideration for acquisition |
|
|
|
3,211,075 |
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4,617,281 |
Lease liabilities |
|
14 |
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5,289,223 |
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3,122,778 |
Total current liabilities |
|
|
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288,776,374 |
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329,309,095 |
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|
|
|
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NON-CURRENT LIABILITIES |
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|
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Borrowings |
|
5.9 |
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66,913,633 |
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42,104,882 |
Deferred revenue and advances from customers |
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5.11 |
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1,879,736 |
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1,925,138 |
Joint ventures and associates |
|
11 |
|
749,269 |
|
296,455 |
Deferred tax liabilities |
|
7 |
|
32,950,920 |
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34,995,791 |
Provisions |
|
|
|
1,114,593 |
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1,255,702 |
Consideration for acquisition |
|
|
|
2,233,332 |
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2,309,234 |
Secured notes |
|
|
|
83,400,171 |
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80,809,686 |
Lease liabilities |
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14 |
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10,848,789 |
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8,161,359 |
Total non-current liabilities |
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|
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200,090,443 |
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171,858,247 |
Total liabilities |
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|
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488,866,817 |
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501,167,342 |
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|
|
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EQUITY |
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|
|
|
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Equity attributable to owners of the parent |
|
|
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309,552,310 |
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315,041,257 |
Non-controlling interest |
|
|
|
36,778,747 |
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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$)
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|
|
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Three-month period ended |
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Six-month period ended |
||||
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Notes |
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12/31/2024 |
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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) |
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(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) |
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(746,242) |
|
(204,910) |
|
(2,192,558) |
Research and development expenses |
|
6.3 |
|
(4,192,836) |
|
(3,643,077) |
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(8,604,115) |
|
(8,224,318) |
Selling, general and administrative expenses |
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6.4 |
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(33,161,078) |
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(31,164,937) |
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(63,325,204) |
|
(65,097,785) |
Share of profit or loss of joint ventures and associates |
|
11 |
|
360,155 |
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2,052,296 |
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(226,163) |
|
3,560,967 |
Other income or expenses, net |
|
6.5 |
|
549,863 |
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(1,166,603) |
|
25,840 |
|
(2,398,238) |
Operating profit |
|
|
|
7,918,631 |
|
16,841,942 |
|
10,287,238 |
|
22,136,510 |
|
|
|
|
|
|
|
|
|
|
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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 |
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(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 |
|
|
|
|
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|
|
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|
|
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|
|
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|
|
Equity / |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock |
|
|
|
|
|
|
|
|
|
Revaluation |
|
(deficit) |
|
|
|
|
|
|
|
|
|
|
Changes in |
|
Own |
|
options |
|
|
|
Cost of |
|
|
|
Foreign |
|
of PP&E |
|
attributable |
|
|
|
|
|
|
|
|
|
|
non- |
|
shares |
|
and share |
|
|
|
own |
|
|
|
currency |
|
and effect |
|
to owners |
|
Non- |
|
|
|
|
Issued |
|
Share |
|
controlling |
|
trading |
|
based |
|
Convertible |
|
shares |
|
Retained |
|
translation |
|
of tax rate |
|
of the |
|
controlling |
|
Total |
Description |
|
capital |
|
premium |
|
interests |
|
premium |
|
incentives |
|
instruments |
|
held |
|
deficit |
|
reserve |
|
change |
|
parent |
|
Interests |
|
equity |
06/30/2023 |
|
6,493 |
|
327,028,559 |
|
(255,893) |
|
(780,841) |
|
6,645,442 |
|
9,285,261 |
|
(30,553,591) |
|
(13,903,017) |
|
1,282,377 |
|
(160,702) |
|
298,594,088 |
|
31,902,019 |
|
330,496,107 |
Share-based incentives |
|
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:
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 |
||||||||
|
|
|
|
Weight average |
|
|
|
|
|
Weight average |
|
|
|
|
Earning before |
|
applicable tax |
|
|
|
Earning before |
|
applicable tax |
|
|
Tax jurisdiction |
|
income tax-rate |
|
rate |
|
Income tax |
|
income tax-rate |
|
rate |
|
Income tax |
Low or null taxation jurisdictions |
|
6,695,356 |
|
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 |
||||||||
|
|
|
|
Weight average |
|
|
|
|
|
Weight average |
|
|
|
|
Earning before |
|
applicable tax |
|
|
|
Earning before |
|
applicable tax |
|
|
|
|
income tax-rate |
|
rate |
|
Income tax |
|
income tax-rate |
|
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