EX-99.4 5 ea023797101ex99-4_moolec.htm UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS OF BIOCERES GROUP PLC AS OF DECEMBER 31, 2024 AND FOR THE SIX MONTHS ENDED DECEMBER 31, 2024 AND 2023

Exhibit 99.4

BIOCERES GROUP PLC

Registration number: 13310943

BIOCERES GROUP PLC

Unaudited interim condensed consolidated financial statements

as of December 31, 2024 and June 30, 2024, and for the six-month

periods ended December 31, 2024 and 2023.

BIOCERES GROUP PLC

Registration number: 13310943

Contents

Unaudited interim condensed consolidated financial statements as of December 31, 2024 and June 30, 2024, and for the six-month periods ended December 31, 2024 and 2023. |
Unaudited interim condensed consolidated statements of financial position as of December 31, 2024 and June 30, 2024 | 3
Unaudited interim condensed consolidated statements of comprehensive income for the six-month periods ended December 31, 2024 and 2023 | 5
Unaudited interim condensed consolidated statements of changes in equity for the six-month periods ended December 31, 2024 and 2023 | 6
Unaudited interim condensed consolidated statements of cash flows for the six-month periods ended December 31, 2024 and 2023 | 8
Notes to the unaudited interim condensed consolidated financial statements | 10

2

BIOCERES GROUP PLC

Registration number: 13310943

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 |  |  |  |  |  |  |  |  |
NON-CURRENT ASSETS |  |  |  |  |  |  |  |  |
Other financial assets |  |  | 5.2 |  |  |  | 373,520 |  |  |  | 190,517 |
Other receivables |  |  | 5.4 |  |  |  | 27,128,645 |  |  |  | 27,887,034 |
Income taxes |  |  |  |  |  |  | 15,379 |  |  |  | 10,889 |
Deferred tax assets |  |  | 7 |  |  |  | 19,975,796 |  |  |  | 14,476,230 |
Investments in joint ventures and associates |  |  | 11 |  |  |  | 64,991,989 |  |  |  | 92,795,851 |
Property, plant and equipment |  |  | 5.6 |  |  |  | 74,935,727 |  |  |  | 74,612,434 |
Investment properties |  |  |  |  |  |  | 560,783 |  |  |  | 560,783 |
Intangible assets |  |  | 5.7 |  |  |  | 176,760,919 |  |  |  | 177,331,280 |
Goodwill |  |  | 5.8 |  |  |  | 112,163,432 |  |  |  | 112,163,432 |
Right of use asset |  |  | 14 |  |  |  | 16,335,484 |  |  |  | 11,601,752 |
Total non-current assets |  |  |  |  |  |  | 493,241,674 |  |  |  | 511,630,202 |
CURRENT ASSETS |  |  |  |  |  |  |  |  |  |  |  |
Cash and cash equivalents |  |  | 5.1 |  |  |  | 33,201,142 |  |  |  | 52,994,865 |
Other financial assets |  |  | 5.2 |  |  |  | 9,597,877 |  |  |  | 14,667,607 |
Trade receivables |  |  | 5.3 |  |  |  | 228,437,463 |  |  |  | 209,007,195 |
Other receivables |  |  | 5.4 |  |  |  | 38,376,133 |  |  |  | 34,657,383 |
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 |  |  |  |  |  |  | 417,321,869 |  |  |  | 438,206,643 |
Total assets |  |  |  |  |  |  | 910,563,543 |  |  |  | 949,836,845 |

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

3

BIOCERES GROUP PLC

Registration number: 13310943

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 |
EQUITY |  |  |  |  |  |  |  |  |
Issued capital |  |  | 9 |  |  |  | 2,382,321 |  |  |  | 2,371,453 |
Own shares held |  |  |  |  |  |  | (444,473 | ) |  |  | (444,473 | )
Shares trading premium |  |  |  |  |  |  | (7,020,546 | ) |  |  | (7,289,991 | )
Stock options and share based incentives |  |  |  |  |  |  | 6,645,791 |  |  |  | 6,222,175 |
Retained deficit/earnings |  |  |  |  |  |  | (31,960,439 | ) |  |  | 1,142,761 |
Revaluation of property, plant and equipment reserve |  |  |  |  |  |  | (1,323,916 | ) |  |  | (1,323,916 | )
Foreign currency translation reserve |  |  |  |  |  |  | (782,649 | ) |  |  | 534,827 |
Equity attributable to owners of the parent |  |  |  |  |  |  | (32,503,911 | ) |  |  | 1,212,836 |
Non-controlling interest |  |  |  |  |  |  | 244,356,305 |  |  |  | 248,788,534 |
Total equity |  |  |  |  |  |  | 211,852,394 |  |  |  | 250,001,370 |
LIABILITIES |  |  |  |  |  |  |  |  |  |  |  |
NON-CURRENT LIABILITIES |  |  |  |  |  |  |  |  |  |  |  |
Borrowings |  |  | 5.10 |  |  |  | 151,769,309 |  |  |  | 127,248,305 |
Deferred revenue and advances from customers |  |  | 5.12 |  |  |  | 1,879,736 |  |  |  | 1,925,138 |
Government grants |  |  |  |  |  |  | 1,986 |  |  |  | 782 |
Joint ventures and associates |  |  | 11 |  |  |  | 749,269 |  |  |  | 296,455 |
Deferred tax liabilities |  |  | 7 |  |  |  | 32,950,920 |  |  |  | 34,500,445 |
Provisions |  |  | 5.13 |  |  |  | 17,307,170 |  |  |  | 17,484,715 |
Consideration for acquisition |  |  |  |  |  |  | 1,929,241 |  |  |  | 2,005,143 |
Convertible notes |  |  |  |  |  |  | 83,400,171 |  |  |  | 80,809,686 |
Lease liabilities |  |  | 14 |  |  |  | 10,848,789 |  |  |  | 8,161,359 |
Total non-current liabilities |  |  |  |  |  |  | 300,836,591 |  |  |  | 272,432,028 |
CURRENT LIABILITIES |  |  |  |  |  |  |  |  |  |  |  |
Trade and other payables |  |  | 5.9 |  |  |  | 144,082,550 |  |  |  | 168,937,536 |
Borrowings |  |  | 5.10 |  |  |  | 228,081,833 |  |  |  | 234,510,751 |
Employee benefits and social security |  |  | 5.11 |  |  |  | 8,421,333 |  |  |  | 7,506,831 |
Deferred revenue and advances from customers |  |  | 5.12 |  |  |  | 2,931,008 |  |  |  | 3,924,801 |
Income tax payable |  |  |  |  |  |  | 5,898,060 |  |  |  | 4,825,271 |
Government grants |  |  |  |  |  |  | 4,933 |  |  |  | 3,655 |
Consideration for acquisition |  |  |  |  |  |  | 3,165,618 |  |  |  | 4,571,824 |
Lease liabilities |  |  | 14 |  |  |  | 5,289,223 |  |  |  | 3,122,778 |
Total current liabilities |  |  |  |  |  |  | 397,874,558 |  |  |  | 427,403,447 |
Total liabilities |  |  |  |  |  |  | 698,711,149 |  |  |  | 699,835,475 |
Total equity and liabilities |  |  |  |  |  |  | 910,563,543 |  |  |  | 949,836,845 |

The accompanying Notes are an integral part of these Consolidated financial statements. Related parties balances and transactions are disclosed in Note 15.

4

BIOCERES GROUP PLC

Registration number: 13310943

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

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

(Amounts in US$)

|  | Notes |  |  | 12/31/2024 |  |  | 12/31/2023 |
Revenues from contracts with customers |  |  | 6.1 |  |  |  | 199,478,869 |  |  |  | 256,984,240 |
Government grants |  |  |  |  |  |  | 10,154 |  |  |  | 74,723 |
Initial recognition and changes in the fair value of biological assets at the point of harvest |  |  |  |  |  |  | 588,053 |  |  |  | 338,128 |
Cost of sales |  |  | 6.2 |  |  |  | (117,374,985 | ) |  |  | (160,375,954 | )
Changes in the net realizable value of agricultural products after harvest |  |  |  |  |  |  | (204,910 | ) |  |  | (2,192,558 | )
Research and development expenses |  |  | 6.3 |  |  |  | (8,797,433 | ) |  |  | (8,605,575 | )
Selling, general and administrative expenses |  |  | 6.4 |  |  |  | (64,731,412 | ) |  |  | (66,145,040 | )
Share of profit or loss of joint ventures and associates |  |  | 11 |  |  |  | (27,778,758 | ) |  |  | (21,206,303 | )
Other income or expenses, net |  |  |  |  |  |  | 164,944 |  |  |  | (2,398,240 | )
Operating loss |  |  |  |  |  |  | (18,645,478 | ) |  |  | (3,526,579 | )
Financial cost |  |  | 6.5 |  |  |  | (20,183,299 | ) |  |  | (16,757,516 | )
Other financial results |  |  | 6.5 |  |  |  | (1,086,189 | ) |  |  | (10,980,849 | )
Loss before income tax |  |  |  |  |  |  | (39,914,966 | ) |  |  | (31,264,944 | )
Income tax |  |  | 7 |  |  |  | 3,091,074 |  |  |  | (7,444,529 | )
Loss for the year |  |  |  |  |  |  | (36,823,892 | ) |  |  | (38,709,473 | )
Other comprehensive income |  |  |  |  |  |  |  |  |  |  |  |
Items that may be subsequently reclassified to profit and loss |  |  |  |  |  |  | (1,518,743 | ) |  |  | 6,579,570 |
Foreign exchange differences on translation of foreign operations from joint ventures |  |  |  |  |  |  | (477,918 | ) |  |  | 1,250,603 |
Foreign exchange differences on translation of foreign operations |  |  |  |  |  |  | (1,040,825 | ) |  |  | 5,328,967 |
Total comprehensive loss |  |  |  |  |  |  | (38,342,635 | ) |  |  | (32,129,903 | )
Loss for the period attributable to: |  |  |  |  |  |  |  |  |  |  |  |
Equity holders of the parent |  |  |  |  |  |  | (33,103,200 | ) |  |  | (36,504,783 | )
Non-controlling interests |  |  |  |  |  |  | (3,720,692 | ) |  |  | (2,204,690 | )
|  |  |  |  |  |  | (36,823,892 | ) |  |  | (38,709,473 | )
Total comprehensive loss attributable to: |  |  |  |  |  |  |  |  |  |  |  |
Equity holders of the parent |  |  |  |  |  |  | (34,420,676 | ) |  |  | (30,785,132 | )
Non-controlling interests |  |  |  |  |  |  | (3,921,959 | ) |  |  | (1,344,771 | )
|  |  |  |  |  |  | (38,342,635 | ) |  |  | (32,129,903 | )
Loss per share |  |  |  |  |  |  |  |  |  |  |  |
Basic loss attributable to ordinary equity holders of the parent |  |  | 8 |  |  |  | (1.7388 | ) |  |  | (2.0228 | )
Diluted loss attributable to ordinary equity holders of the parent |  |  | 8 |  |  |  | (1.7388 | ) |  |  | (2.0228 | )

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.

5

BIOCERES GROUP PLC

Registration number: 13310943

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 |  |  |  |  |  |  |  |  |  |
|  | Issued capital |  |  | Own shares held |  |  | Shares trading premium |  |  | Stock options and share based incentives |  |  | Retained earnings / (deficit) |  |  | Foreign currency translation reserve |  |  | Revaluation of PP&E and effect of tax rate change |  |  | Attributable to the equity holders of the parent |  |  | Non-controlling interests |  |  | Total equity |
06/30/2024 |  |  | 2,371,453 |  |  |  | (444,473 | ) |  |  | (7,289,991 | ) |  |  | 6,222,175 |  |  |  | 1,142,761 |  |  |  | 534,827 |  |  |  | (1,323,916 | ) |  |  | 1,212,836 |  |  |  | 248,788,534 |  |  |  | 250,001,370 |
Increase in capital |  |  | 10,868 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 10,868 |  |  |  | — |  |  |  | 10,868 |
Changes in ownership interests in subsidiaries |  |  | — |  |  |  | — |  |  |  | 269,445 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 269,445 |  |  |  | (1,473,609 | ) |  |  | (1,204,164 | )
Share-based incentives of subsidiaries |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 423,616 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 423,616 |  |  |  | 1,035,390 |  |  |  | 1,459,006 |
Distribution of dividends |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (72,051 | ) |  |  | (72,051 | )
Loss for the period |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (33,103,200 | ) |  |  | — |  |  |  | — |  |  |  | (33,103,200 | ) |  |  | (3,720,692 | ) |  |  | (36,823,892 | )
Other comprehensive loss |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (1,317,476 | ) |  |  | — |  |  |  | (1,317,476 | ) |  |  | (201,267 | ) |  |  | (1,518,743 | )
12/31/2024 |  |  | 2,382,321 |  |  |  | (444,473 | ) |  |  | (7,020,546 | ) |  |  | 6,645,791 |  |  |  | (31,960,439 | ) |  |  | (782,649 | ) |  |  | (1,323,916 | ) |  |  | (32,503,911 | ) |  |  | 244,356,305 |  |  |  | 211,852,394 |

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

6

BIOCERES GROUP PLC

Registration number: 13310943

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 |  |  |  |  |  |  |  |  |  |
|  | Issued capital |  |  | Shares trading premium |  |  | Stock options and share based incentives |  |  | Retained (deficit) / earnings |  |  | Foreign currency translation reserve |  |  | Revaluation of PP&E and effect of tax rate change |  |  | Attributable to the equity holders of the parent |  |  | Non-controlling interests |  |  | Total equity |
06/30/2023 |  |  | 2,096,534 |  |  |  | (13,587,790 | ) |  |  | 1,853,856 |  |  |  | 33,828,159 |  |  |  | 724,779 |  |  |  | (1,323,916 | ) |  |  | 23,591,622 |  |  |  | 234,978,480 |  |  |  | 258,570,102 |
Increase in capital |  |  | 257,775 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 257,775 |  |  |  | - |  |  |  | 257,775 |
Changes in ownership interests in subsidiaries |  |  | - |  |  |  | 2,657,780 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 2,657,780 |  |  |  | (5,264,579 | ) |  |  | (2,606,799 | )
Share-based incentives of subsidiaries |  |  | - |  |  |  | - |  |  |  | 1,607,529 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 1,607,529 |  |  |  | 5,154,147 |  |  |  | 6,761,676 |
Distribution of dividends |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (151,612 | ) |  |  | (151,612 | )
Loss for the period |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (36,504,783 | ) |  |  | - |  |  |  | - |  |  |  | (36,504,783 | ) |  |  | (2,204,690 | ) |  |  | (38,709,473 | )
Other comprehensive income |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 5,719,652 |  |  |  | - |  |  |  | 5,719,652 |  |  |  | 859,918 |  |  |  | 6,579,570 |
12/31/2023 |  |  | 2,354,309 |  |  |  | (10,930,010 | ) |  |  | 3,461,385 |  |  |  | (2,676,624 | ) |  |  | 6,444,431 |  |  |  | (1,323,916 | ) |  |  | (2,670,425 | ) |  |  | 233,371,664 |  |  |  | 230,701,239 |

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

7

BIOCERES GROUP PLC

Registration number: 13310943

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH

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 |  |  |  |  |  | (36,823,892 | ) |  |  | (38,709,473 | )
Adjustments to reconcile profit to net cash flows |  |  |  |  |  |  |  |  |  |  |
Income tax |  |  |  |  |  | (3,091,074 | ) |  |  | 7,444,529 |
Depreciation of property, plant and equipment |  | 6.3/6.4 |  |  |  | 3,046,924 |  |  |  | 2,567,152 |
Amortization of intangible assets |  | 6.3/6.4 |  |  |  | 5,944,308 |  |  |  | 5,475,007 |
Depreciation of leased assets |  |  |  |  |  | 2,219,948 |  |  |  | 3,418,956 |
Share-based incentive and stock options |  |  |  |  |  | 2,338,406 |  |  |  | 8,527,214 |
Share of profit or loss of joint ventures and associates |  | 11 |  |  |  | 27,778,758 |  |  |  | 21,206,303 |
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 |
Financial results |  |  |  |  |  | 21,269,488 |  |  |  | 27,738,365 |
Gain on sale of equipment and intangible assets |  |  |  |  |  | (147,199 | ) |  |  | (33,521 | )
Working capital adjustments |  |  |  |  |  |  |  |  |  |  |
Trade receivables |  |  |  |  |  | (22,597,136 | ) |  |  | (52,409,027 | )
Other receivables |  |  |  |  |  | (6,695,312 | ) |  |  | 9,155,329 |
Inventories and biological assets |  |  |  |  |  | 19,920,959 |  |  |  | 13,770,674 |
Trade and other payables |  |  |  |  |  | (22,151,982 | ) |  |  | 10,600,074 |
Employee benefits and social security |  |  |  |  |  | 914,502 |  |  |  | (1,593,274 | )
Government grants |  |  |  |  |  | 2,482 |  |  |  | (297,966 | )
Interest collected |  |  |  |  |  | 3,579,162 |  |  |  | 1,204,931 |
Deferred revenue and advances from customers |  |  |  |  |  | (1,039,195 | ) |  |  | (2,714,109 | )
Net cash flows (used in) / generated by operating activities |  |  |  |  |  | (3,280,027 | ) |  |  | 17,644,227 |

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

8

BIOCERES GROUP PLC

Registration number: 13310943

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH

As of December 31, 2024 and December 31, 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 |  |  |  |  |  | 9,655,265 |  |  |  | 5,997,737 |
Investment in financial assets |  |  |  |  |  | (10,406,002 | ) |  |  | (5,367,021 | )
Purchase of property, plant and equipment |  | 5.6 |  |  |  | (4,082,865 | ) |  |  | (6,127,126 | )
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 in investing activities |  |  |  |  |  | (9,985,292 | ) |  |  | (10,125,864 | )
FINANCING ACTIVITIES |  |  |  |  |  |  |  |  |  |  |
Proceeds from borrowings |  |  |  |  |  | 112,394,583 |  |  |  | 88,495,114 |
Repayment of borrowings and financed payments |  |  |  |  |  | (114,600,002 | ) |  |  | (92,666,882 | )
Interest payments |  |  |  |  |  | (15,493,896 | ) |  |  | (14,297,231 | )
Leased assets payments |  |  |  |  |  | (2,497,966 | ) |  |  | (2,493,617 | )
Cash dividend distributed to non-controlling interest |  |  |  |  |  | (72,051 | ) |  |  | (151,612 | )
Purchase of own shares |  |  |  |  |  | (926,899 | ) |  |  | (734,388 | )
Other financial payments |  |  |  |  |  | (2,662,021 | ) |  |  | (1,530,144 | )
Proceeds from the issuance of preferred shares |  |  |  |  |  | 15,000,000 |  |  |  | - |
Net cash flows used in financing activities |  |  |  |  |  | (8,858,252 | ) |  |  | (23,378,760 | )
Net decrease in cash and cash equivalents |  |  |  |  |  | (22,123,571 | ) |  |  | (15,671,052 | )
Inflation effects on cash and cash equivalents |  |  |  |  |  | (12,324 | ) |  |  | (105,152 | )
Cash and cash equivalents as of beginning of the year |  | 5.1 |  |  |  | 52,994,865 |  |  |  | 49,265,020 |
Effect of exchange rate changes on cash and equivalents |  |  |  |  |  | 2,342,172 |  |  |  | (6,321,148 | )
Cash and cash equivalents as of the end of the period |  |  |  |  |  | 33,201,142 |  |  |  | 27,167,668 |

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

9

BIOCERES GROUP PLC

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. | Information about components of equity. |
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. |

10

BIOCERES GROUP PLC
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US$, except otherwise indicated)

1. GENERAL INFORMATION

Bioceres Group PLC is a fully integrated company incorporated on April 3, 2021, in England and Wales, whose registered office is at Highdown House, Yeoman Way, Worthing, West Sussex, United Kingdom.

On April 1, 2025, the Company changed its legal name from Bioceres Group PLC to Bioceres Group Limited. (Note 18).

Unless the context otherwise requires, “we,” “us,” “our,” and “Bioceres Group” will refer to Bioceres Group PLC 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 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 six-month periods ended December 31, 2024 and 2023 were authorized by the Board of Directors of Bioceres Group PLC on April 15, 2025.

Basis of measurement

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

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

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

Functional currency and presentation currency

a) Functional currency

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

b) Presentation currency

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

11

BIOCERES GROUP PLC
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US$, except otherwise indicated)

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 on 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 on 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 profit or loss reorganized 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

New standards and interpretations adopted by the Group

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.

| - | 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.

12

BIOCERES GROUP PLC
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US$, except otherwise indicated)

4. ACQUISITIONS AND OTHER SIGNIFICANT TRANSACTIONS

Natal Agro S.R.L.

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

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

Fair value of the consideration of payment

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

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

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

Cash and cash equivalents |  |  | 252,923 |
Other financial assets |  |  | 73,950 |
Trade receivables |  |  | 596,463 |
Other receivables |  |  | 288,861 |
Income and minimum presumed recoverable income taxes |  |  | 19,998 |
Inventories |  |  | 4,031,412 |
Property, plant and equipment |  |  | 816,576 |
Intangible assets |  |  | 2,217,985 |
Right of use asset |  |  | 168,988 |
Trade and other payables |  |  | (2,302,332 | )
Borrowings |  |  | (743,279 | )
Employee benefits and social security |  |  | (23,346 | )
Deferred revenue and advances from customers |  |  | (2,515 | )
Provisions |  |  | (355,898 | )
Lease liabilities |  |  | (168,988 | )
Deferred tax liabilities |  |  | (996,824 | )
Total net assets identified |  |  | 3,873,974 |
Non-controlling interest |  |  | (1,898,247 | )
Gain from a bargain purchase |  |  | (1,032,327 | )
Total consideration |  |  | 943,400 |

13

BIOCERES GROUP PLC
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US$, except otherwise indicated)

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

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

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 |  |  | 17,197,598 |  |  |  | 27,210,070 |
Mutual funds |  |  | 16,003,544 |  |  |  | 25,784,795 |
|  |  | 33,201,142 |  |  |  | 52,994,865 |

5.2 Other financial assets

|  | 12/31/2024 |  |  | 06/30/2024 |
Current |  |  |  |  |  |
Investments at fair value |  |  | 1,657,706 |  |  |  | 2,191,286 |
Mutual funds |  |  | 48,520 |  |  |  | 6,658,805 |
Other investments |  |  | 7,891,651 |  |  |  | 5,817,516 |
|  |  | 9,597,877 |  |  |  | 14,667,607 |
Non-current |  |  |  |  |  |  |  |
Mutual funds |  |  | 373,134 |  |  |  | 190,080 |
Investments at fair value |  |  | 386 |  |  |  | 437 |
|  |  | 373,520 |  |  |  | 190,517 |

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

5.3 Trade receivables

|  | 12/31/2024 |  |  | 06/30/2024 |
Current |  |  |  |  |  |
Trade debtors |  |  | 229,160,850 |  |  |  | 205,490,518 |
Allowance for impairment of trade debtors (Note 5.9) |  |  | (8,706,185 | ) |  |  | (7,050,280 | )
Shareholders and other related parties (Note 15) |  |  | 258 |  |  |  | 37 |
Allowance for credit notes to be issued |  |  | - |  |  |  | (2,905,624 | )
Trade debtors - Joint ventures and associates (Note 15) |  |  | 1,730,524 |  |  |  | 2,176,622 |
Deferred checks |  |  | 6,252,016 |  |  |  | 11,295,922 |
|  |  | 228,437,463 |  |  |  | 209,007,195 |

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

14

BIOCERES GROUP PLC
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US$, except otherwise indicated)

5.4 Other receivables

|  | 12/31/2024 |  |  | 6/30/2024 |
Current |  |  |  |  |  |
Taxes |  |  | 7,674,012 |  |  |  | 5,475,685 |
Insurance to be accrued |  |  | 1,989,722 |  |  |  | 1,595,319 |
Other receivables - Joint ventures and associates (Note 15) |  |  | 19,201,838 |  |  |  | 12,162,870 |
Prepayments to suppliers |  |  | 2,264,684 |  |  |  | 7,236,905 |
Shareholders and other related parties (Note 15) |  |  | 106,900 |  |  |  | 47,348 |
Government grants receivable |  |  | 538 |  |  |  | 608 |
Prepaid expenses and other receivables |  |  | 3,297,871 |  |  |  | 3,736,808 |
Loans receivables |  |  | 19,617 |  |  |  | 1,800,572 |
Miscellaneous |  |  | 3,820,951 |  |  |  | 2,601,268 |
|  |  | 38,376,133 |  |  |  | 34,657,383 |
Non-current |  |  |  |  |  |  |  |
Taxes |  |  | 383,470 |  |  |  | 752,045 |
Other receivables |  |  | 230,000 |  |  |  | 230,000 |
Reimbursements over exports |  |  | 1,248,507 |  |  |  | 1,461,042 |
Other receivables - Joint ventures and associates (Note 15) |  |  | 24,301,539 |  |  |  | 25,423,142 |
Miscellaneous |  |  | 965,129 |  |  |  | 20,805 |
|  |  | 27,128,645 |  |  |  | 27,887,034 |

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 |

15

BIOCERES GROUP PLC
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 December 31,2023, included the following:

Class |  | Net carrying amount 06/30/2024 |  |  | Additions |  |  | Transfers |  |  | Disposals |  |  | Depreciation of the period |  |  | Foreign currency translation |  |  | As of 12/31/2024 |
Office equipment |  |  | 503,950 |  |  |  | 17,929 |  |  |  | - |  |  |  | - |  |  |  | (41,037 | ) |  |  | (14,794 | ) |  |  | 466,048 |
Vehicles |  |  | 2,192,627 |  |  |  | 29,675 |  |  |  | - |  |  |  | (8,272 | ) |  |  | (447,262 | ) |  |  | (1,330 | ) |  |  | 1,765,438 |
Equipment and computer software |  |  | 528,816 |  |  |  | 30,324 |  |  |  | - |  |  |  | - |  |  |  | (128,051 | ) |  |  | (26,386 | ) |  |  | 404,703 |
Fixtures and fittings |  |  | 2,805,076 |  |  |  | 8,834 |  |  |  | - |  |  |  | - |  |  |  | (454,316 | ) |  |  | 59 |  |  |  | 2,359,653 |
Machinery and equipment |  |  | 16,722,642 |  |  |  | 474,971 |  |  |  | 73,221 |  |  |  | - |  |  |  | (1,466,534 | ) |  |  | (365,199 | ) |  |  | 15,439,101 |
Land and buildings |  |  | 39,745,067 |  |  |  | - |  |  |  | 46,431 |  |  |  | - |  |  |  | (509,724 | ) |  |  | (260,985 | ) |  |  | 39,020,789 |
Buildings in progress |  |  | 12,114,256 |  |  |  | 3,521,132 |  |  |  | (119,652 | ) |  |  | - |  |  |  | - |  |  |  | (35,741 | ) |  |  | 15,479,995 |
Total |  |  | 74,612,434 |  |  |  | 4,082,865 |  |  |  | - |  |  |  | (8,272 | ) |  |  | (3,046,924 | ) |  |  | (704,376 | ) |  |  | 74,935,727 |

Class |  | Net carrying amount 06/30/2023 |  |  | Additions |  |  | Disposals/ Disposals from loss of control (*) |  |  | Depreciation of the period |  |  | Foreign currency translation |  |  | As of 12/31/2023 |
Research instruments |  |  | 66,131 |  |  |  | - |  |  |  | (66,131 | ) |  |  | - |  |  |  | - |  |  |  | - |
Office equipment |  |  | 360,575 |  |  |  | 52,158 |  |  |  | (473 | ) |  |  | (35,025 | ) |  |  | (7,506 | ) |  |  | 369,729 |
Vehicles |  |  | 2,053,263 |  |  |  | 556,237 |  |  |  | (37,145 | ) |  |  | (416,309 | ) |  |  | 13,917 |  |  |  | 2,169,963 |
Equipment and computer software |  |  | 198,364 |  |  |  | 110,571 |  |  |  | (5,041 | ) |  |  | (89,124 | ) |  |  | (8,030 | ) |  |  | 206,740 |
Fixtures and fittings |  |  | 2,925,032 |  |  |  | 10,483 |  |  |  | (46,211 | ) |  |  | (394,798 | ) |  |  | (6,134 | ) |  |  | 2,488,372 |
Machinery and equipment |  |  | 14,586,768 |  |  |  | 275,297 |  |  |  | (99,423 | ) |  |  | (1,189,109 | ) |  |  | (3,006 | ) |  |  | 13,570,527 |
Land and buildings |  |  | 36,211,957 |  |  |  | 10,351 |  |  |  | - |  |  |  | (442,787 | ) |  |  | 33,183 |  |  |  | 35,812,704 |
Buildings in progress |  |  | 11,757,249 |  |  |  | 5,112,029 |  |  |  | (12,221 | ) |  |  | - |  |  |  | (55,102 | ) |  |  | 16,801,955 |
Total |  |  | 68,159,339 |  |  |  | 6,127,126 |  |  |  | (266,645 | ) |  |  | (2,567,152 | ) |  |  | (32,678 | ) |  |  | 71,419,990 |

| (*) | USD (254,898) correspond to the loss of control of Inmet S.A

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

16

BIOCERES GROUP PLC
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 December 31,2023 included the following:

Class |  | Net carrying amount 06/30/2024 |  |  | Additions |  |  | Transfers/ Disposals |  |  | Amortization of the period |  |  | Foreign currency translation |  |  | Net carrying amount 12/31/2024 |
Seed and integrated products |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Alfalfa Genuity Har Xstra |  |  | 438,029 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 30,780 |  |  |  | 468,809 |
HB4 soy and breeding program |  |  | 35,574,369 |  |  |  | 2,392,794 |  |  |  | - |  |  |  | (1,051,883 | ) |  |  | - |  |  |  | 36,915,280 |
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 |  |  | 51,316,860 |  |  |  | 133,595 |  |  |  | - |  |  |  | (2,040,315 | ) |  |  | - |  |  |  | 49,410,140 |
Trademarks and patents with indefinite useful life |  |  | 10,045,294 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (4,625 | ) |  |  | 10,040,669 |
Software |  |  | 1,119,494 |  |  |  | - |  |  |  | 137,598 |  |  |  | (255,746 | ) |  |  | (95 | ) |  |  | 1,001,251 |
Software in progress |  |  | 580,728 |  |  |  | 150,777 |  |  |  | (137,598 | ) |  |  | - |  |  |  | - |  |  |  | 593,907 |
Customer loyalty |  |  | 18,934,570 |  |  |  | - |  |  |  | - |  |  |  | (685,235 | ) |  |  | - |  |  |  | 18,249,335 |
RG/RS/OX Wheat |  |  | 5,000,000 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 5,000,000 |
Total |  |  | 177,331,280 |  |  |  | 5,307,161 |  |  |  | - |  |  |  | (5,944,308 | ) |  |  | 66,786 |  |  |  | 176,760,919 |

Class |  | Net carrying amount 06/30/2023 |  |  | Additions |  |  | Disposals from loss of control(*) |  |  | Amortization of the period |  |  | Foreign currency translation |  |  | Net carrying amount 12/31/2023 |
Seed and integrated products |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Alfalfa Genuity Har Xstra |  |  | 419,061 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (143,582 | ) |  |  | 275,479 |
Bacillus-PHAs |  |  | 1,089,536 |  |  |  | - |  |  |  | (1,089,536 | ) |  |  | - |  |  |  | - |  |  |  |  |
HB4 soy and breeding program |  |  | 31,679,114 |  |  |  | 1,729,439 |  |  |  | - |  |  |  | (855,094 | ) |  |  | - |  |  |  | 32,553,459 |
Integrated seed products |  |  | 2,841,008 |  |  |  | - |  |  |  | - |  |  |  | (86,762 | ) |  |  | (238,121 | ) |  |  | 2,516,125 |
Crop nutrition |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Microbiological products |  |  | 37,295,460 |  |  |  | 2,725,454 |  |  |  | - |  |  |  | (1,402,972 | ) |  |  | (1,661 | ) |  |  | 38,616,281 |
Microbiological products in progress |  |  | 12,213,341 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 12,213,341 |
Other intangible assets |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Trademarks and patents |  |  | 51,933,444 |  |  |  | 1,288 |  |  |  | - |  |  |  | (2,332,908 | ) |  |  | - |  |  |  | 49,601,824 |
Trademarks and patents with indefinite useful life |  |  | 7,827,309 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 7,827,309 |
Software |  |  | 1,638,752 |  |  |  | 218,541 |  |  |  | - |  |  |  | (282,800 | ) |  |  | (488 | ) |  |  | 1,574,005 |
Software in progress |  |  | 349,171 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 349,171 |
Customer loyalty |  |  | 23,006,023 |  |  |  | - |  |  |  | - |  |  |  | (514,471 | ) |  |  | - |  |  |  | 22,491,552 |
RG/RS/OX Wheat |  |  | 5,000,000 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 5,000,000 |
Total |  |  | 175,292,219 |  |  |  | 4,674,722 |  |  |  | (1,089,536 | ) |  |  | (5,475,007 | ) |  |  | (383,852 | ) |  |  | 173,018,546 |

| (*) | USD (1,089,536) correspond to the Loss of control of Inmet S.A.

17

BIOCERES GROUP PLC
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US$, except otherwise indicated)

The amortization charge is included in Notes 6.3 and 6.4.

There are no intangibles assets whose use has been restricted or which have been delivered as a guarantee. The Group has not assumed any commitments to acquire new intangibles.

Estimates

There is an inherent material uncertainty related to Management’s estimation of the ability of the Group to recover the carrying amounts of internally generated intangible assets related to biotechnology projects because it is dependent upon Group’s ability to raise sufficient funds to complete the projects development, the future outcome of the regulatory process, and the timing and amount of the future cash flows generated by the projects, among other future events.

Management’s estimations about the demonstrability of the recognition criteria for these assets and the subsequent recoverability represent the best estimate that can be made based on all the available evidence, existing facts and circumstances and using reasonable and supportable assumptions in cash flow projections. Therefore, the Consolidated financial statements do not include any adjustments that would result if the Group were unable to recover the carrying amount of the above-mentioned assets through the generation of enough future economic benefits.

5.8 Goodwill

|  | 12/31/2024 |  |  | 06/30/2024 |
Rizobacter Argentina S.A. |  |  | 28,080,271 |  |  |  | 28,080,271 |
Bioceres Crops S.A. |  |  | 7,523,322 |  |  |  | 7,523,322 |
Insumos Agroquímicos S.A. |  |  | 470,090 |  |  |  | 470,090 |
Pro Farm Group |  |  | 76,089,749 |  |  |  | 76,089,749 |
|  |  | 112,163,432 |  |  |  | 112,163,432 |

5.9 Trade and other payables

|  | 12/31/2024 |  |  | 06/30/2024 |
Current |  |  |  |  |  |
Trade creditors |  |  | 91,759,968 |  |  |  | 108,922,112 |
Shareholders and other related parties (Note 15) |  |  | 49,646 |  |  |  | 37,985 |
Trade creditors - Joint ventures and associates (Note 15) |  |  | 44,907,002 |  |  |  | 52,778,206 |
Taxes |  |  | 6,969,417 |  |  |  | 5,877,930 |
Miscellaneous |  |  | 396,517 |  |  |  | 1,321,303 |
|  |  | 144,082,550 |  |  |  | 168,937,536 |

18

BIOCERES GROUP PLC
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US$, except otherwise indicated)

5.10 Borrowings

|  | 12/31/2024 |  |  | 06/30/2024 |
Current |  |  |  |  |  |
Bank borrowings |  |  | 100,167,892 |  |  |  | 94,711,273 |
Corporate bonds |  |  | 19,024,076 |  |  |  | 42,035,925 |
Net loans payables - Joint ventures and associates (Note 15) |  |  | 1,860,222 |  |  |  | 1,860,058 |
Finance borrowings |  |  | 107,029,643 |  |  |  | 95,903,495 |
|  |  | 228,081,833 |  |  |  | 234,510,751 |
Non-current |  |  |  |  |  |  |  |
Bank borrowings |  |  | 20,429,329 |  |  |  | 17,033,059 |
Corporate bonds |  |  | 46,484,304 |  |  |  | 25,071,823 |
Finance borrowings |  |  | 69,789,101 |  |  |  | 85,143,423 |
Convertible preference shares |  |  | 15,066,575 |  |  |  | - |
|  |  | 151,769,309 |  |  |  | 127,248,305 |

In November 2024, BIOX 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.

Bioceres SA is the guarantor of the stock purchase agreement signed on October 28, 2022, between Theo I SCSp and DRACO I LATAM SPC LTD, as well as the subsequent credit line agreement signed on December 11, 2023, which are included in the investment in Theo I SCSp, as indicated in Note 11.

In December 2024, the Company issued 2,380,952 convertible preference shares for total proceeds of $15 million. These preference shares accrue a 9% per annum payment-in-kind (PIK) return and grant the holder specific conversion rights, including the option to convert into ordinary shares at predefined terms, mandatory conversion provisions, and redemption alternatives contingent on the occurrence of certain events.

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 |  |  | 100,167,892 |  |  |  | 100,318,611 |  |  |  | 94,711,273 |  |  |  | 93,301,194 |
Corporate bonds |  |  | 19,024,076 |  |  |  | 18,783,131 |  |  |  | 42,035,925 |  |  |  | 41,492,963 |
Financial borrowings |  |  | 107,029,643 |  |  |  | 106,506,642 |  |  |  | 95,903,495 |  |  |  | 95,480,681 |
Non current |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Bank borrowings |  |  | 20,429,329 |  |  |  | 18,521,587 |  |  |  | 17,033,059 |  |  |  | 12,206,794 |
Corporate bonds |  |  | 46,484,304 |  |  |  | 42,828,561 |  |  |  | 25,071,823 |  |  |  | 23,845,583 |
Financial borrowings |  |  | 69,789,101 |  |  |  | 64,636,735 |  |  |  | 85,143,423 |  |  |  | 81,120,125 |

19

BIOCERES GROUP PLC
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US$, except otherwise indicated)

5.11 Employee benefits and social security

|  | 12/31/2024 |  |  | 06/30/2024 |
Current |  |  |  |  |  |
Salaries, accrued incentives, vacations and social security |  |  | 7,997,391 |  |  |  | 7,280,129 |
Key management personnel (Note 15) |  |  | 423,942 |  |  |  | 226,702 |
|  |  | 8,421,333 |  |  |  | 7,506,831 |

5.12 Deferred revenue and advances from customers

|  | 12/31/2024 |  |  | 06/30/2024 |
Current |  |  |  |  |  |
Advances from customers |  |  | 2,929,540 |  |  |  | 3,335,740 |
Deferred revenue |  |  | 1,468 |  |  |  | 589,061 |
|  |  | 2,931,008 |  |  |  | 3,924,801 |
Non current |  |  |  |  |  |  |  |
Advances from customers |  |  | 41,237 |  |  |  | 52,511 |
Deferred revenue |  |  | 1,838,499 |  |  |  | 1,872,627 |
|  |  | 1,879,736 |  |  |  | 1,925,138 |

5.13 Provisions

|  | 12/31/2024 |  |  | 06/30/2024 |
Conditional payment Rizobacter SA |  |  | 15,916,116 |  |  |  | 15,916,116 |
Provisions for contingencies |  |  | 1,391,054 |  |  |  | 1,568,599 |
|  |  | 17,307,170 |  |  |  | 17,484,715 |

Conditional payment Rizobacter S.A.

The Group agreed with certain sellers of Rizobacter, a contingent payment of $17.3 million (current value of $15.9 million) conditional on obtaining a favorable resolution that totally rejects the claim of the plaintiff in the nullity trials, file “Harnan Miguel, Marcos and Martina c /ac Mullen Jorge and others s/ Annulment Action”, file No. 76,806 and in the embargo, file “Harnan Miguel, Marcos and Martina c/ Mac Mullen Jorge and others s/ Precautionary Measures”, file No. 76,745. In said cause, 44% of the capital of Rizobacter Argentina S.A. is seized and 30% of the dividends that the taxed shares produce.

If the injunction is lifted, the Group will be required to pay within 12 months of notification, a contingent purchase price of $17.3 million to certain selling shareholders of Rizobacter.

6. INFORMATION ABOUT COMPONENTS OF CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

6.1. Revenue from contracts with customers

|  | 12/31/2024 |  |  | 12/31/2023 |
Sale of goods and services |  |  | 198,030,928 |  |  |  | 255,852,397 |
Royalties |  |  | 942,756 |  |  |  | 649,341 |
Rendering of services with related parties |  |  | 505,185 |  |  |  | 482,502 |
|  |  | 199,478,869 |  |  |  | 256,984,240 |

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

20

BIOCERES GROUP PLC
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US$, except otherwise indicated)

6.2 Cost of sales

Item |  | 12/31/2024 |  |  | 12/31/2023 |
Inventories as of the beginning of the period |  |  | 110,913,884 |  |  |  | 112,000,786 |
Purchases of the period |  |  | 87,376,569 |  |  |  | 144,988,998 |
Production costs |  |  | 11,872,011 |  |  |  | 13,031,307 |
Foreign currency translation |  |  | (561,825 | ) |  |  | (28,272 | )
Subtotal |  |  | 209,600,639 |  |  |  | 269,992,819 |
Inventories as of the end of the period (*) |  |  | (92,225,654 | ) |  |  | (109,616,865 | )
Cost of sales |  |  | 117,374,985 |  |  |  | 160,375,954 |

| (*) | Net of agricultural products

6.3 R&D classified by nature

Item |  | Research and development expenses 12/31/2024 |  |  | Research and development expenses 12/31/2023 |
Amortization of intangible assets |  |  | 2,748,884 |  |  |  | 2,453,158 |
Analysis and storage |  |  | - |  |  |  | 5,302 |
Commissions and royalties |  |  | 3,960 |  |  |  | - |
Depreciation of leased assets |  |  | 37,252 |  |  |  | - |
Depreciation of property, plant and equipment |  |  | 420,532 |  |  |  | 312,453 |
Freight and haulage |  |  | 10,481 |  |  |  | 14,278 |
Employee benefits and social securities |  |  | 2,979,027 |  |  |  | 2,359,420 |
Maintenance |  |  | 140,536 |  |  |  | 91,708 |
Energy and fuel |  |  | 4,352 |  |  |  | 5,227 |
Supplies and materials |  |  | 917,622 |  |  |  | 1,243,826 |
Mobility and travel |  |  | 108,793 |  |  |  | 115,111 |
Systems expenses |  |  | 20,777 |  |  |  | 9,774 |
Vehicles expenses |  |  | 7,224 |  |  |  | 4,555 |
Share-based incentives |  |  | 91,097 |  |  |  | 143,749 |
Professional fees and outsourced services |  |  | 884,274 |  |  |  | 1,084,911 |
Professional fees related parties |  |  | 16,373 |  |  |  | 216,792 |
Office supplies |  |  | 183,055 |  |  |  | 481,162 |
Insurance |  |  | 23,494 |  |  |  | 19,586 |
Licenses & Patents |  |  | 199,538 |  |  |  | 44,109 |
Miscellaneous |  |  | 162 |  |  |  | 454 |
Total |  |  | 8,797,433 |  |  |  | 8,605,575 |

|  | 12/31/2024 |  |  | 12/31/2023 |
R&D capitalized (Note 5.7) |  |  | 5,022,789 |  |  |  | 4,454,893 |
R&D profit and loss |  |  | 8,797,433 |  |  |  | 8,605,575 |
Total |  |  | 13,820,222 |  |  |  | 13,060,468 |

21

BIOCERES GROUP PLC
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US$, except otherwise indicated)

6.4 Expenses classified by nature and function

Item |  | Production costs |  |  | Selling, general and administrative expenses |  |  | Total 12/31/2024 |
Amortization of intangible assets |  |  | 156,124 |  |  |  | 3,039,300 |  |  |  | 3,195,424 |
Analysis and storage |  |  | - |  |  |  | 83,155 |  |  |  | 83,155 |
Commissions and royalties |  |  | 560,371 |  |  |  | 1,085,605 |  |  |  | 1,645,976 |
Import and export expenses |  |  | - |  |  |  | 655,178 |  |  |  | 655,178 |
Depreciation of property, plant and equipment |  |  | 1,378,837 |  |  |  | 1,247,555 |  |  |  | 2,626,392 |
Impairment of receivables |  |  | - |  |  |  | 1,980,726 |  |  |  | 1,980,726 |
Freight and haulage |  |  | 426,217 |  |  |  | 5,085,998 |  |  |  | 5,512,215 |
Logistics |  |  | 789,135 |  |  |  | 235,223 |  |  |  | 1,024,358 |
Employee benefits and social securities |  |  | 4,299,411 |  |  |  | 22,595,764 |  |  |  | 26,895,175 |
Taxes |  |  | 102,660 |  |  |  | 8,650,475 |  |  |  | 8,753,135 |
Rentals |  |  | - |  |  |  | 732 |  |  |  | 732 |
Maintenance |  |  | 838,419 |  |  |  | 1,106,873 |  |  |  | 1,945,292 |
Energy and fuel |  |  | 294,101 |  |  |  | 42,155 |  |  |  | 336,256 |
Supplies and materials |  |  | 349,722 |  |  |  | 1,510,587 |  |  |  | 1,860,309 |
Mobility and travel |  |  | 68,371 |  |  |  | 2,216,795 |  |  |  | 2,285,166 |
Allowance for obsolescence |  |  | 401,812 |  |  |  | 75,944 |  |  |  | 477,756 |
Publicity and advertising |  |  | - |  |  |  | 2,278,363 |  |  |  | 2,278,363 |
Systems expenses |  |  | 12,597 |  |  |  | 1,710,627 |  |  |  | 1,723,224 |
Vehicles expenses |  |  | 52,656 |  |  |  | 275,195 |  |  |  | 327,851 |
Share-based incentives for employees |  |  | 264,260 |  |  |  | 1,983,049 |  |  |  | 2,247,309 |
Surveillance expenses |  |  | 10,643 |  |  |  | 287,471 |  |  |  | 298,114 |
Professional fees and outsourced services |  |  | 112,630 |  |  |  | 4,488,332 |  |  |  | 4,600,962 |
Professional fees related parties (Note 15) |  |  | - |  |  |  | 10,396 |  |  |  | 10,396 |
Office supplies |  |  | 51,865 |  |  |  | 629,240 |  |  |  | 681,105 |
Insurance |  |  | 114,562 |  |  |  | 1,432,859 |  |  |  | 1,547,421 |
Licenses & Patents |  |  | - |  |  |  | 12,711 |  |  |  | 12,711 |
Depreciation of leased assets |  |  | 748,412 |  |  |  | 1,434,284 |  |  |  | 2,182,696 |
Contingencies |  |  | 55,521 |  |  |  | 119,966 |  |  |  | 175,487 |
Environmental Impact Treatment |  |  | 770,747 |  |  |  | 59,208 |  |  |  | 829,955 |
Miscellaneous |  |  | 12,938 |  |  |  | 397,646 |  |  |  | 410,584 |
Total |  |  | 11,872,011 |  |  |  | 64,731,412 |  |  |  | 76,603,423 |

22

BIOCERES GROUP PLC
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US$, except otherwise indicated)

Item |  | Production costs |  |  | Selling, general and administrative expenses |  |  | Total 12/31/2023 |
Amortization of intangible assets |  |  | 60,849 |  |  |  | 2,961,000 |  |  |  | 3,021,849 |
Analysis and storage |  |  | 570 |  |  |  | 153,163 |  |  |  | 153,733 |
Commissions and royalties |  |  | 421,677 |  |  |  | 1,008,251 |  |  |  | 1,429,928 |
Import and export expenses |  |  | 43,902 |  |  |  | 318,479 |  |  |  | 362,381 |
Depreciation of property, plant and equipment |  |  | 1,308,591 |  |  |  | 946,108 |  |  |  | 2,254,699 |
Impairment of receivables |  |  | - |  |  |  | 296,051 |  |  |  | 296,051 |
Freight and haulage |  |  | 75,002 |  |  |  | 6,001,970 |  |  |  | 6,076,972 |
Logistics |  |  | 559,186 |  |  |  | 876,395 |  |  |  | 1,435,581 |
Employee benefits and social securities |  |  | 5,985,138 |  |  |  | 21,896,732 |  |  |  | 27,881,870 |
Taxes |  |  | 127,760 |  |  |  | 7,119,629 |  |  |  | 7,247,389 |
Maintenance |  |  | 966,967 |  |  |  | 575,008 |  |  |  | 1,541,975 |
Energy and fuel |  |  | 500,658 |  |  |  | 272,547 |  |  |  | 773,205 |
Supplies and materials |  |  | 367,386 |  |  |  | 1,691,154 |  |  |  | 2,058,540 |
Mobility and travel |  |  | 94,476 |  |  |  | 2,173,971 |  |  |  | 2,268,447 |
Allowance for obsolescence |  |  | 282,836 |  |  |  | - |  |  |  | 282,836 |
Publicity and advertising |  |  | 1,300 |  |  |  | 2,333,423 |  |  |  | 2,334,723 |
Systems expenses |  |  | 27,186 |  |  |  | 1,973,803 |  |  |  | 2,000,989 |
Vehicles expenses |  |  | 40,428 |  |  |  | 585,440 |  |  |  | 625,868 |
Based incentive stock |  |  | 65,042 |  |  |  | 5,843,381 |  |  |  | 5,908,423 |
Share-based incentives for employees |  |  | 274,862 |  |  |  | 2,200,180 |  |  |  | 2,475,042 |
Surveillance expenses |  |  | 368 |  |  |  | 240,461 |  |  |  | 240,829 |
Professional fees and outsourced services |  |  | 57,126 |  |  |  | 3,683,802 |  |  |  | 3,740,928 |
Professional fees related parties (Note 14) |  |  | - |  |  |  | 86,022 |  |  |  | 86,022 |
Office supplies |  |  | 80,236 |  |  |  | 683,484 |  |  |  | 763,720 |
Insurance |  |  | 81,174 |  |  |  | 1,103,528 |  |  |  | 1,184,702 |
Depreciation of leased assets |  |  | 699,044 |  |  |  | 1,012,212 |  |  |  | 1,711,256 |
Contingencies |  |  | 1,239 |  |  |  | 47,851 |  |  |  | 49,090 |
Environmental Impact Treatment |  |  | 906,478 |  |  |  | 967 |  |  |  | 907,445 |
Miscellaneous |  |  | 1,826 |  |  |  | 60,028 |  |  |  | 61,854 |
Total |  |  | 13,031,307 |  |  |  | 66,145,040 |  |  |  | 79,176,347 |

6.5 Finance results

|  | 12/31/2024 |  |  | 12/31/2023 |
Financial Costs |  |  |  |  |  |
Interest expenses |  |  | (17,521,278 | ) |  |  | (15,227,372 | )
Financial commissions |  |  | (2,662,021 | ) |  |  | (1,530,144 | )
|  |  | (20,183,299 | ) |  |  | (16,757,516 | )
Other financial results |  |  |  |  |  |  |  |
Exchange differences generated by assets |  |  | 397,445 |  |  |  | 12,304,261 |
Exchange differences generated by liabilities |  |  | (3,459,235 | ) |  |  | (20,284,048 | )
Changes in fair value of financial assets or liabilities and other financial results |  |  | (1,908,704 | ) |  |  | (11,947,674 | )
Net gain of inflation effect on monetary items |  |  | 3,884,305 |  |  |  | 8,946,612 |
|  |  | (1,086,189 | ) |  |  | (10,980,849 | )
Total net financial cost |  |  | (21,269,488 | ) |  |  | (27,738,365 | )

23

BIOCERES GROUP PLC
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US$, except otherwise indicated)

7. TAXATION

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

|  | 12/31/2024 |  |  | 12/31/2023 |
Current tax expense |  |  | (4,863,336 | ) |  |  | (3,845,338 | )
Deferred tax |  |  | 7,954,410 |  |  |  | (3,599,191 | )
|  |  | 3,091,074 |  |  |  | (7,444,529 | )

|  | 12/31/2024 |  |  | 12/31/2023 |
Beginning of the period deferred tax |  |  | (20,024,215 | ) |  |  | (24,839,145 | )
Charge for the period |  |  | 7,954,410 |  |  |  | (3,599,191 | )
Conversion difference |  |  | (905,319 | ) |  |  | (223,133 | )
Total net deferred tax |  |  | (12,975,124 | ) |  |  | (28,661,469 | )

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:

|  | 12/31/2024 |  |  | 12/31/2023 |
Loss before income tax-rate |  |  | (39,914,966 | ) |  |  | (31,264,944 | )
Income tax expense by applying tax rate in force in the respective countries |  |  | 10,097,367 |  |  |  | 2,760,933 |
Share of profit or loss of subsidiaries, joint ventures and associates |  |  | (6,119,447 | ) |  |  | (5,658,977 | )
Stock options charge |  |  | (133,846 | ) |  |  | (1,489,037 | )
Non-deductible expenses |  |  | (928,113 | ) |  |  | (115,997 | )
Result of inflation effect on monetary items and other finance results |  |  | (1,325,710 | ) |  |  | (11,000,459 | )
Tax inflation adjustment |  |  | 1,500,823 |  |  |  | 7,460,048 |
Others |  |  | - |  |  |  | 598,960 |
Income tax expenses |  |  | 3,091,074 |  |  |  | (7,444,529 | )

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

|  | December 31, 2024 |  |  | December 31, 2023 |
Tax jurisdiction |  | Earning before income tax- rate |  |  | Weight average applicable tax rate |  |  | Income tax |  |  | Earning before income tax- rate |  |  | Weight average applicable tax rate |  |  | Income tax |
Low or null taxation jurisdictions |  |  | 6,695,356 |  |  |  | 0.0 | % |  |  | - |  |  |  | (5,056,118 | ) |  |  | 0.0 | % |  |  | - |
Profit-making entities |  |  | 12,232,201 |  |  |  | 32.1 | % |  |  | (3,637,726 | ) |  |  | 28,776,271 |  |  |  | 31.3 | % |  |  | (9,007,794 | )
Loss-making entities |  |  | (58,842,523 | ) |  |  | 22.0 | % |  |  | 13,735,093 |  |  |  | (54,985,097 | ) |  |  | 21.4 | % |  |  | 11,768,727 |
|  |  | (39,914,966 | ) |  |  |  |  |  |  | 10,097,367 |  |  |  | (31,264,944 | ) |  |  |  |  |  |  | 2,760,933 |

24

BIOCERES GROUP PLC
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US$, except otherwise indicated)

8. EARNING PER SHARE

|  | 12/31/2024 |  |  | 12/31/2023 |
Numerator |  |  |  |  |  |
Loss for the period (basic EPS) |  |  | (33,103,200 | ) |  |  | (36,504,783 | )
Loss for the period (diluted EPS) |  |  | (33,103,200 | ) |  |  | (36,504,783 | )
Denominator |  |  |  |  |  |  |  |
Weighted average number of shares (basic EPS) |  |  | 19,038,163 |  |  |  | 18,046,322 |
Weighted average number of shares (diluted EPS) |  |  | 19,038,163 |  |  |  | 18,046,322 |
Basic loss attributable to ordinary equity holders of the parent |  |  | (1.7388 | ) |  |  | (2.0228 | )
Diluted loss attributable to ordinary equity holders of the parent |  |  | (1.7388 | ) |  |  | (2.0228 | )

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.

9. INFORMATION ABOUT COMPONENTS OF EQUITY

Capital issued

The numbers of shares issued as of December 31, 2024, and June 30, 2024, are the following:

Period ended |  | Class |  | Number of Shares |  |  | Nominal Value |  |  | Subscribed capital |
06/30/2024(*) |  | Ordinary |  |  | 18,995,832 |  |  | £ | 0.1 |  |  |  | 2,371,453 |  |  | £ | 1,899,583 |
12/31/2024(*) |  | Ordinary |  |  | 19,076,966 |  |  | £ | 0.1 |  |  |  | 2,382,321 |  |  | £ | 1,907,697 |

| (*) | Of the total number of shares, 57.600 shares are held by Rizobacter Argentina S.A.

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

10. CASH FLOW INFORMATION

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

|  | 12/31/2024 |  |  | 12/31/2023 |
Investment activities |  |  |  |  |  |
Investment in-kind in other related parties (Note 15) |  |  | 3,642,234 |  |  |  | - |
Issuance of shares |  |  | 10,868 |  |  |  | 257,775 |
Capitalization of interest on buildings in progress |  |  | 144,360 |  |  |  | 47,542 |
|  |  | 3,797,462 |  |  |  | 305,317 |

|  |  | 12/31/2024 |  |  |  | 12/31/2023 |
Financing activities |  |  |  |  |  |  |  |
Acquisition of non-controlling interest in subsidiaries |  |  | (1,204,164 | ) |  |  | (2,606,799 | )
|  |  | (1,204,164 | ) |  |  | (2,606,799 | )

25

BIOCERES GROUP PLC
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US$, except otherwise indicated)

11. JOINT VENTURES AND ASSOCIATES

Assets |  | 12/31/2024 |  |  | 06/30/2024 |
Measured at equity value method |  |  |  |  |  |
Synertech Industrias S.A. |  |  | 39,976,501 |  |  |  | 39,749,850 |
SW Semillas S.A. |  |  | 844 |  |  |  | 955 |
Agrality Argentina S.A. |  |  | 8,293,315 |  |  |  | 7,758,886 |
Agrality US Inc. |  |  | 3,612,755 |  |  |  | 3,521,791 |
Agrality Seeds Inc. |  |  | 5,631,375 |  |  |  | 4,812,389 |
Alfalfa Technologies S.R.L. |  |  | 36,503 |  |  |  | 36,503 |
Inmet S.A |  |  | 353,524 |  |  |  | 379,876 |
|  |  | 57,904,817 |  |  |  | 56,260,250 |
Measured at Fair value |  |  |  |  |  |  |  |
Theo I SCS |  |  | 7,087,172 |  |  |  | 36,535,601 |
|  |  | 7,087,172 |  |  |  | 36,535,601 |
Liabilities |  | 12/31/2024 |  |  | 06/30/2024 |
Measured at equity value method |  |  |  |  |  |  |  |
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 |  |  | 92,499,396 |  |  |  | 117,720,140 |
Share-based incentives |  |  | - |  |  |  | 50,383 |
Foreign currency translation |  |  | (477,918 | ) |  |  | 1,250,603 |
Share of profit or loss measured at equity value method |  |  | 1,669,671 |  |  |  | 5,559,957 |
Share of profit or loss measured at fair value |  |  | (29,448,429 | ) |  |  | (26,766,260 | )
As of the end of the period |  |  | 64,242,720 |  |  |  | 97,814,823 |

Share of profit or loss of joint ventures and affiliates:

Profit and losses |  | 12/31/2024 |  |  | 12/31/2023 |
Measured at equity value method |  |  |  |  |  |
Synertech Industrias S.A. |  |  | 226,651 |  |  |  | 3,178,839 |
Agrality US Inc. |  |  | 90,964 |  |  |  | - |
Agrality Argentina S.A. |  |  | 1,041,220 |  |  |  | 1,754,197 |
Agrality Seeds Inc. |  |  | 818,986 |  |  |  | - |
SW Semillas S.A. |  |  | (2,290 | ) |  |  | - |
Trigall Genetics |  |  | (452,814 | ) |  |  | 506,840 |
Inmet S.A. |  |  | (53,046 | ) |  |  | 120,081 |
|  |  | 1,669,671 |  |  |  | 5,559,957 |
Measured at Fair value |  |  |  |  |  |  |  |
Moolec Science SA |  |  | - |  |  |  | 3,048,310 |
Theo I SCS |  |  | (29,448,429 | ) |  |  | (29,814,570 | )
|  |  | (29,448,429 | ) |  |  | (26,766,260 | )

Bioceres Group PLC has elected to measure the investment in its associate Theo I SC at fair value through profit or loss in accordance with IFRS 9.

26

BIOCERES GROUP PLC
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:

Year ended December 31, 2024 |  | Seed and integrated products |  |  | Crop protection |  |  | Crop nutrition |  |  | Emerging solutions |  |  | Consolidated |
Revenues from contracts with customers |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Sale of goods and services |  |  | 42,959,645 |  |  |  | 100,406,986 |  |  |  | 55,070,802 |  |  |  | 98,680 |  |  |  | 198,536,113 |
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 |
Government grants |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 10,154 |  |  |  | 10,154 |
Total revenues |  |  | 44,490,454 |  |  |  | 100,406,986 |  |  |  | 55,070,802 |  |  |  | 108,834 |  |  |  | 200,077,076 |
Cost of sales |  |  | (27,868,376 | ) |  |  | (60,663,237 | ) |  |  | (28,814,839 | ) |  |  | (28,533 | ) |  |  | (117,374,985 | )
Gross profit per segment |  |  | 16,622,078 |  |  |  | 39,743,749 |  |  |  | 26,255,963 |  |  |  | 80,301 |  |  |  | 82,702,091 |
% Gross margin |  |  | 37 | % |  |  | 40 | % |  |  | 48 | % |  |  | 100 | % |  |  | 41 | %

Period ended December 31, 2023 |  | Seed and integrated products |  |  | Crop protection |  |  | Crop nutrition |  |  | Emerging solutions |  |  | Consolidated |
Revenues from contracts with customers |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Sale of goods and services |  |  | 53,777,458 |  |  |  | 127,029,466 |  |  |  | 75,020,367 |  |  |  | 507,608 |  |  |  | 256,334,899 |
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 |
Government grants |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 74,723 |  |  |  | 74,723 |
Total revenues |  |  | 54,504,152 |  |  |  | 127,170,923 |  |  |  | 75,139,685 |  |  |  | 582,331 |  |  |  | 257,397,091 |
Cost of sales |  |  | (36,216,288 | ) |  |  | (81,249,196 | ) |  |  | (42,860,834 | ) |  |  | (49,636 | ) |  |  | (160,375,954 | )
Gross profit per segment |  |  | 18,287,864 |  |  |  | 45,921,727 |  |  |  | 32,278,851 |  |  |  | 532,695 |  |  |  | 97,021,137 |
% Gross margin |  |  | 34 | % |  |  | 36 | % |  |  | 43 | % |  |  | 91 | % |  |  | 38 | %

27

BIOCERES GROUP PLC
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US$, except otherwise indicated)

13. FINANCIAL INSTRUMENTS – RISK MANAGEMENT

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

|  | Amortised cost |  |  | Mandatorily measured at fair value through profit or loss |
Financial asset |  | 12/31/2024 |  |  | 06/30/2024 |  |  | 12/31/2024 |  |  | 06/30/2024 |
Cash and cash equivalents |  |  | 18,081,185 |  |  |  | 46,710,292 |  |  |  | 15,119,957 |  |  |  | 6,284,573 |
Other financial assets |  |  | 373,134 |  |  |  | - |  |  |  | 9,598,263 |  |  |  | 14,858,124 |
Trade receivables |  |  | 228,437,463 |  |  |  | 209,007,195 |  |  |  | - |  |  |  | - |
Other receivables (*) |  |  | 45,094,878 |  |  |  | 45,342,974 |  |  |  | 6,789,863 |  |  |  | - |
Total |  |  | 291,986,660 |  |  |  | 301,060,461 |  |  |  | 31,508,083 |  |  |  | 21,142,697 |

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

Financial liabilities by category

|  | Amortised cost |  |  | Mandatorily measured at fair value through profit or loss |
Financial liability |  | 12/31/2024 |  |  | 06/30/2024 |  |  | 12/31/2024 |  |  | 06/30/2024 |
Trade and other payables |  |  | 137,437,127 |  |  |  | 156,947,744 |  |  |  | 6,645,423 |  |  |  | 11,989,792 |
Borrowings |  |  | 379,851,142 |  |  |  | 361,759,056 |  |  |  | - |  |  |  | - |
Consideration for acquisition |  |  | 3,617,374 |  |  |  | 3,852,853 |  |  |  | 1,477,485 |  |  |  | 2,724,114 |
Convertible notes |  |  | 83,400,171 |  |  |  | 80,809,686 |  |  |  | - |  |  |  | - |
Lease liability |  |  | 16,138,012 |  |  |  | 11,284,137 |  |  |  | - |  |  |  | - |
Total |  |  | 620,443,826 |  |  |  | 614,653,476 |  |  |  | 8,122,908 |  |  |  | 14,713,906 |

Financial instruments measured at fair value

Measurement at fair value at 12/31/2024 |  | Level 1 |  |  | Level 2 |
Financial assets at fair value |  |  |  |  |  |
Mutual funds |  |  | 15,119,957 |  |  |  | - |
Moolec Science S.A shares |  |  | 1,657,706 |  |  |  | - |
Investments at fair value |  |  | 7,083,184 |  |  |  | - |
US Treasury bills |  |  | - |  |  |  | - |
Other investments |  |  | 857,373 |  |  |  | - |
Other receivables - Joint ventures and associates |  |  | - |  |  |  | 6,789,863 |
Financial liabilities valued 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 |
Financial assets at fair value |  |  |  |  |  |
Mutual funds |  |  | 12,943,378 |  |  |  | - |
Moolec Science S.A shares |  |  | 2,191,286 |  |  |  | - |
Investments at fair value |  |  | 2,311,604 |  |  |  | - |
US Treasury bills |  |  | 1,993,668 |  |  |  | - |
Other investments |  |  | 1,702,761 |  |  |  | - |
Financial liabilities valued at fair value |  |  |  |  |  |  |  |
Trade and other payables |  |  | - |  |  |  | 11,989,792 |
Consideration for acquisition |  |  | 2,724,114 |  |  |  | - |

28

BIOCERES GROUP PLC
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US$, except otherwise indicated)

Fair value by hierarchy

According to the requirements of IFRS 7, the Group classifies each class of financial instrument valued at fair value into three levels, depending on the relevance of the judgment associated to the assumptions used for measuring the fair value.

Level 1 comprises financial assets and liabilities with fair values determined by reference to quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2 comprises inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices);

Level 3 comprises financial instruments with inputs for estimating fair value that are not based on observable market data.

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 5.10).

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

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.

29

BIOCERES GROUP PLC
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US$, except otherwise indicated)

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$ |  |  | 3,945,953 |

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 $0.3 million.

14. LEASES

The right-of-use asset was initially measured at the amount of the lease liability plus initial direct costs incurred, adjusted by pre-payments made in relation to the lease. The right-of-use asset was measured at cost less accumulated depreciation and accumulated impairment.

The lease liability was initially measured at the present value of the lease payments payable over the lease term, discounted at the rate implicit in the lease if it can be readily determined. If that rate cannot be readily determined, the Group uses its incremental borrowing rate.

The information about the right-of-use and liabilities related with lease assets is as follows:

|  | 12/31/2024 |  |  | 06/30/2024 |
Right-of-use leased asset |  |  |  |  |  |
Book value at the beginning of the period/inception |  |  | 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 |

|  | 12/31/2024 |  |  | 06/30/2024 |
Depreciation |  |  |  |  |  |
Book value at the beginning of the period/inception |  |  | 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 |

|  | 12/31/2024 |  |  | 06/30/2024 |
Lease Liabilities |  |  |  |  |  |
Book value at the beginning of the period/inception |  |  | 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 |

30

BIOCERES GROUP PLC
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US$, except otherwise indicated)

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

|  | 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 |

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 as of December 31 and June 30, 2024, are as follows:

|  |  |  | Value of transactions for the period ended |  |  | Value of transactions for the period ended |
Party |  | Transaction type |  | 12/31/2024 |  |  | 12/31/2023 |
Joint ventures and associates |  | Sales of goods and services |  |  | 6,773,660 |  |  |  | 14,320,418 |
|  | Purchases of goods and services |  |  | (23,377,901 | ) |  |  | (20,999,513 | )
|  | Net loans granted |  |  | 3,381,521 |  |  |  | 2,560,120 |
|  | Interest gain |  |  | 456,086 |  |  |  | 337,146 |
|  | Net loans received |  |  | (1,860,058 | ) |  |  | (1,859,680 | )
Shareholders and other related parties |  | Net loans granted |  |  | 59,552 |  |  |  | (1,320 | )
|  | Interest expenses |  |  | (807,441 | ) |  |  | (1,493,682 | )
|  | Own shares held by subsidiaries |  |  | (444,473 | ) |  |  | - |
|  | Sales of goods and services |  |  | 6,463,117 |  |  |  | 1,643,269 |
|  | Purchases of goods and services |  |  | (1,750,963 | ) |  |  | (2,178,877 | )
|  | In-kind contributions |  |  | 3,642,234 |  |  |  | - |
Key management personnel |  | Sales and services |  |  | 6,048 |  |  |  | - |
|  | Purchases of goods and services |  |  | 821,959 |  |  |  | - |
|  | Salaries, social security benefits and other benefits |  |  | (1,517,990 | ) |  |  | (1,294,164 | )
|  | Stock options-based incentives |  |  | (480,450 | ) |  |  | (8,527,214 | )
Total |  |  |  |  | (8,635,099 | ) |  |  | (17,493,497 | )

|  |  |  | Amounts receivable from related parties |
Party |  | Transaction type |  | 12/31/2024 |  |  | 6/30/2024 |
Joint ventures and associates |  | Trade debtors |  |  | 1,730,524 |  |  |  | 2,176,622 |
Other receivables |  |  |  |  | 43,503,377 |  |  |  | 37,586,012 |
Shareholders and other related parties |  | Trade debtors |  |  | 258 |  |  |  | 37 |
Other receivables |  |  |  |  | 106,900 |  |  |  | 47,348 |
Total |  |  |  |  | 45,341,059 |  |  |  | 39,810,019 |

31

BIOCERES GROUP PLC
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US$, except otherwise indicated)

|  |  |  | Amounts payable to related parties |
Party |  | Transaction type |  | 12/31/2024 |  |  | 6/30/2024 |
Joint ventures and associates |  | Trade creditors |  |  | (44,907,002 | ) |  |  | (52,778,206 | )
|  | Net loans payables |  |  | (1,860,222 | ) |  |  | (1,860,058 | )
Shareholders and other related parties |  | Trade creditors |  |  | (49,646 | ) |  |  | (37,985 | )
Key management personnel |  | Salaries, social security benefits and other benefits |  |  | (423,942 | ) |  |  | (226,702 | )
Total |  |  |  |  | (47,240,812 | ) |  |  | (54,902,951 | )

16. KEY MANAGEMENT PERSONNEL COMPENSATION

Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Group.

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 |  |  | 1,517,990 |  |  |  | 1,294,164 |
Share based payment |  |  | 480,450 |  |  |  | 8,527,214 |
|  |  | 1,998,440 |  |  |  | 9,821,378 |

The Group entered into indemnification agreements with each of its directors and executive officers. These agreements generally provide that the relevant director or officer will be indemnified by the Group to the fullest extent permitted by law against liability and against all expenses reasonably incurred or paid by him or her in connection with any claim, action, suit or proceeding which he or she becomes involved as a party or otherwise by virtue of his or her being or having been such a director or officer of the Group and against amounts paid or incurred by him or her in the settlement thereof.

The agreements are subject to certain exceptions, including that no indemnification will be provided to any director or officer against any liability to the Group or its shareholder (i) by reason of intentional fraudulent conduct, dishonesty, willful misconduct, or gross negligence on the part of the director or officer; or (ii) by reason of payment made under an insurance policy or any third party that has no recourse against the indemnitee director or officer.

The compensation of key executives is determined by the Board of Directors of Bioceres Group PLC, Bioceres S.A. and Bioceres Crop Solutions Corp., based on the performance of individuals and market trends.

Bioceres Group currently does not pay any compensation to any of its executive board members.

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.

32

BIOCERES GROUP PLC
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US$, except otherwise indicated)

18. EVENTS OCCURRING AFTER THE REPORTING PERIOD

The Group initiated a plan to dispose of its investment in Theo I SCSp, currently recognized as a non-current asset under “Investments in joint ventures and associates” line. The sale process is expected to be completed during the first half of fiscal year 2026. As of the date of authorization of these interim condensed consolidated financial statements, the investment met the criteria to be classified as a disposal group held for sale under IFRS 5.

On April 1, 2025, pursuant to resolutions passed at a General Meeting of Shareholders, the Company re-registered as a private limited company and changed its legal name from Bioceres Group PLC to Bioceres Group Limited.

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.

33