EX-99.3 4 ea023797101ex99-3_moolec.htm AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF BIOCERES GROUP PLC AS OF JUNE 30, 2024 AND 2023 AND FOR THE YEARS ENDED JUNE 30, 2024, 2023 AND 2022

Exhibit 99.3

BIOCERES GROUP PLC

Registration number: 13310943

BIOCERES GROUP PLC

Consolidated financial statements as of
June 30, 2024 and 2023 and for the
years ended June 30, 2024, 2023 and 2022.

BIOCERES GROUP PLC

Registration number: 13310943

Contents

Consolidated financial statements as of June 30, 2024 and 2023 and for the years ended June 30, 2024, 2023 and 2022. |
Company information |
Report of Independent Registered Public Accounting Firm | 3
Consolidated statements of comprehensive income | 5
Consolidated statements of financial position | 6
Consolidated statements of changes in equity | 8
Consolidated statements of cash flows | 11
Notes to the consolidated financial statements | 13

2

Report of Independent Registered Public Accounting Firm

To the Board of directors and shareholders of Bioceres Group Limited

Opinion on the Financial Statements

We have audited the accompanying consolidated statements of financial position of Bioceres Group PLC and its subsidiaries (the “Company”) as of June 30, 2024 and 2023, and the related consolidated statements of comprehensive income, of changes in equity and of cash flows for each of the three years in the period ended June 30, 2024, including the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended June 30, 2024 in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of these consolidated financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Impairment Tests on Goodwill (Pro Farm Group, Inc., Rizobacter S.A. and Bioceres Crops S.A. Cash Generating Units) and Intangible Assets Not yet available for use or with indefinite useful lives.

As described in Notes 4.7, 7.8 and 7.9 to the consolidated financial statements, the Company’s goodwill associated with the Pro Farm Group, Inc. Rizobacter S.A. and Bioceres Crop S.A. cash generating units (“CGU”) and intangible assets not yet available for use or with indefinite useful lives amounted to $76.1 million, $28.1 million, $7,5 million and $25.5 million, respectively, as of June 30, 2024. Impairment tests on goodwill and intangible assets not yet available for use or with indefinite useful lives are undertaken annually at the end of the reporting period. Where the carrying value of an asset exceeds its recoverable amount (i.e. the higher of value in use and fair value less costs to sell), the asset is written down to its recoverable amount. In each case, management determined the recoverable amount based on value in use calculations prepared by management. The determination of the recoverable amount of the CGU’s and intangible assets not yet available for use or with indefinite

3

useful lives includes significant and numerous judgments and assumptions that are subject to various risks and uncertainties. The principal assumptions used in management’s models consisted of (i) budgeted market shares of joint ventures and other customers, (ii) budgeted product prices, (iii) growth rates used to extrapolate future cash flow projections to the terminal period and (iv) discount rates.

The principal considerations for our determination that performing procedures relating to impairment tests on goodwill (Pro Farm Group, Inc., Rizobacter S.A. and Bioceres Crops S.A. cash generating units) and intangible assets not yet available for use or with indefinite useful lives is a critical audit matter are (i) the significant judgment by management when developing the recoverable amount of the CGUs and intangible assets not yet available for use or with indefinite useful lives; (ii) a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating management’s significant assumptions used in the models related to the (i) budgeted market shares of joint ventures and other customers, (ii) budgeted product prices, (iii) growth rates used to extrapolate future cash flow projections to the terminal period, (iv) discount rates; and (v) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s impairment tests on goodwill and intangible assets not yet available for use or with indefinite useful lives, including controls over the determination of the recoverable amounts for the CGUs and intangible assets not yet available for use or with indefinite useful lives. These procedures also included, among others (i) testing management’s process for developing the recoverable amounts of CGUs and intangible assets not yet available for use or with indefinite useful lives; (ii) evaluating the appropriateness of the models used; (iii) testing the completeness and accuracy of underlying data used in the models; (iv) evaluating the reasonableness of the significant assumptions used by management in the models related to budgeted market shares of joint ventures and other customers, budgeted product prices, growth rates used to extrapolate future cash flow projections to the terminal period and discount rates. Evaluating management’s assumptions used in the models related to budgeted market shares of joint ventures and other customers, budgeted product prices, growth rates used to extrapolate future cash flow projections to the terminal period and discount rates involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the CGUs and the Company’s business; (ii) the consistency with external market and industry data; and (iii) whether these assumptions were consistent with evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in the evaluation of the Company’s discounted cash flow model and the discount rate assumptions.

/s/ Price Waterhouse & Co. S.R.L. |
/s/ Guillermo Miguel Bosio |
Guillermo Miguel Bosio |
Partner |
Rosario, Argentina |
April 15, 2025 |

We have served as the Company’s auditor since 2021.

4

BIOCERES GROUP PLC

Registration number: 13310943

CONSOLIDATED SATEMENT OF COMPREHENSIVE INCOME

For the years ended June 30, 2024, 2023 and 2022

(Amounts in US$)

|  | Notes |  | 06/30/2024 |  |  | 06/30/2023 |  |  | 06/30/2022 |
Revenues from contracts with customers |  | 8.1 |  |  | 466,376,330 |  |  |  | 420,867,429 |  |  |  | 329,517,122 |
Government grants |  | 7.18 |  |  | 197,519 |  |  |  | 93,509 |  |  |  | 120,693 |
Initial recognition and changes in the fair value of biological assets at the point of harvest |  |  |  |  | (45,746 | ) |  |  | 610,554 |  |  |  | 6,388,030 |
Cost of sales |  |  |  |  | (279,368,328 | ) |  |  | (235,464,072 | ) |  |  | (208,371,368 | )
Changes in the net realizable value of agricultural products after harvest |  |  |  |  | (2,385,069 | ) |  |  | (4,351,433 | ) |  |  | (42,523 | )
Research and development expenses |  | 8.3 |  |  | (17,422,487 | ) |  |  | (15,943,987 | ) |  |  | (7,378,941 | )
Selling, general and administrative expenses |  | 8.4 |  |  | (126,340,822 | ) |  |  | (116,531,274 | ) |  |  | (84,336,898 | )
Share of profit or loss of joint ventures and associates |  | 13 |  |  | (21,023,150 | ) |  |  | 47,709,605 |  |  |  | (1,000,737 | )
Other income or expenses, net |  |  |  |  | (703,265 | ) |  |  | 1,055,299 |  |  |  | (3,304,166 | )
Operating profit |  |  |  |  | 19,284,982 |  |  |  | 98,045,630 |  |  |  | 31,591,212 |
Financial cost |  | 8.5 |  |  | (37,498,668 | ) |  |  | (33,576,632 | ) |  |  | (22,762,427 | )
Other financial results |  | 8.5 |  |  | (9,744,466 | ) |  |  | (13,674,756 | ) |  |  | (11,790,899 | )
(Loss) Profit before income tax |  |  |  |  | (27,958,152 | ) |  |  | 50,794,242 |  |  |  | (2,962,114 | )
Income tax |  | 9 |  |  | (1,103,152 | ) |  |  | 2,328,366 |  |  |  | (17,026,303 | )
(Loss) Profit for the year |  |  |  |  | (29,061,304 | ) |  |  | 53,122,608 |  |  |  | (19,988,417 | )
Other comprehensive income |  |  |  |  |  |  |  |  |  |  |  |  |  |
Items that may be subsequently reclassified to profit and loss |  |  |  |  | (1,092,833 | ) |  |  | (911,896 | ) |  |  | 28,568,482 |
Foreign exchange differences on translation of foreign operations from joint ventures |  |  |  |  | 977,482 |  |  |  | (46,541 | ) |  |  | 1,645,772 |
Foreign exchange differences on translation of foreign operations |  |  |  |  | (2,070,315 | ) |  |  | (865,355 | ) |  |  | 26,922,710 |
Items that will not be subsequently reclassified to loss and profit |  |  |  |  | - |  |  |  | (1,467,349 | ) |  |  | (6,017,329 | )
Revaluation of property, plant and equipment, net of tax, of joint ventures and associates |  |  |  |  | - |  |  |  | (184,630 | ) |  |  | (586,268 | )
Revaluation of property, plant and equipment, net of tax |  |  |  |  | - |  |  |  | (1,282,719 | ) |  |  | (5,431,061 | )
Total comprehensive (loss) profit |  |  |  |  | (30,154,137 | ) |  |  | 50,743,363 |  |  |  | 2,562,736 |
(Loss) / profit for the year attributable to: |  |  |  |  |  |  |  |  |  |  |  |  |  |
Equity holders of the parent |  |  |  |  | (32,685,398 | ) |  |  | 40,435,923 |  |  |  | (6,607,764 | )
Non-controlling interests |  |  |  |  | 3,624,094 |  |  |  | 12,686,685 |  |  |  | (13,380,653 | )
|  |  |  |  | (29,061,304 | ) |  |  | 53,122,608 |  |  |  | (19,988,417 | )
Total comprehensive (loss) / loss attributable to: |  |  |  |  |  |  |  |  |  |  |  |  |  |
Equity holders of the parent |  |  |  |  | (32,875,350 | ) |  |  | 39,068,323 |  |  |  | (5,839,301 | )
Non-controlling interests |  |  |  |  | 2,721,213 |  |  |  | 11,675,040 |  |  |  | (9,128,109 | )
|  |  |  |  | (30,154,137 | ) |  |  | 50,743,363 |  |  |  | (14,967,410 | )
(Loss) /Profit per share |  |  |  |  |  |  |  |  |  |  |  |  |  |
Basic (loss) / profit attributable to ordinary equity holders of the parent |  | 8 |  |  | (1.7686 | ) |  |  | 2.7731 |  |  |  | (3.0067 | )
Diluted (loss) / profit attributable to ordinary equity holders of the parent |  | 8 |  |  | (1.7686 | ) |  |  | 2.7731 |  |  |  | (3.0067 | )

The accompanying Notes are an integral part of these consolidated financial statements. Related parties balances and transactions are disclosed in Note 17.

5

BIOCERES GROUP PLC

Registration number: 13310943

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

As of June 30, 2024 and 2023

(Amounts in US$)

|  | Notes |  | 06/30/2024 |  |  | 06/30/2023 |
ASSETS |  |  |  |  |  |  |  |
NON-CURRENT ASSETS |  |  |  |  |  |  |  |  |  |
Other financial assets |  | 7.2 |  |  | 190,517 |  |  |  | 1,826 |
Other receivables |  | 7.4 |  |  | 27,887,034 |  |  |  | 8,022,723 |
Income taxes |  |  |  |  | 10,889 |  |  |  | 24,486 |
Deferred tax assets |  | 9 |  |  | 14,476,230 |  |  |  | 28,433,321 |
Investments in joint ventures and associates |  | 13 |  |  | 92,795,851 |  |  |  | 118,342,963 |
Property, plant and equipment |  | 7.7 |  |  | 74,612,434 |  |  |  | 68,159,339 |
Investment properties |  | 7.10 |  |  | 560,783 |  |  |  | 3,589,749 |
Intangible assets |  | 7.8 |  |  | 177,331,280 |  |  |  | 175,292,219 |
Goodwill |  | 7.9 |  |  | 112,163,432 |  |  |  | 112,163,432 |
Right of use asset |  | 16 |  |  | 11,601,752 |  |  |  | 13,936,575 |
Total non-current assets |  |  |  |  | 511,630,202 |  |  |  | 527,966,633 |
CURRENT ASSETS |  |  |  |  |  |  |  |  |  |
Cash and cash equivalents |  | 7.1 |  |  | 52,994,865 |  |  |  | 49,265,020 |
Other financial assets |  | 7.2 |  |  | 14,667,607 |  |  |  | 19,829,014 |
Trade receivables |  | 7.3 |  |  | 209,007,195 |  |  |  | 159,376,782 |
Other receivables |  | 7.4 |  |  | 34,657,383 |  |  |  | 38,197,456 |
Recoverable income tax |  |  |  |  | 655,691 |  |  |  | 9,537,799 |
Inventories |  | 7.5 |  |  | 125,929,768 |  |  |  | 140,437,616 |
Biological assets |  | 7.6 |  |  | 294,134 |  |  |  | 146,842 |
Total current assets |  |  |  |  | 438,206,643 |  |  |  | 416,790,529 |
Total assets |  |  |  |  | 949,836,845 |  |  |  | 944,757,162 |

The accompanying Notes are an integral part of these Consolidated financial statements. Related parties balances and transactions are disclosed in Note 17.

6

BIOCERES GROUP PLC

Registration number: 13310943

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

As of June 30, 2024 and 2023

(Amounts in US$)

|  | Notes |  | 06/30/2024 |  |  | 06/30/2023 |
EQUITY |  |  |  |  |  |  |  |  |  |
Issued capital |  | 11 |  |  | 2,371,453 |  |  |  | 2,096,534 |
Own shares held |  |  |  |  | (444,473 | ) |  |  | - |
Shares trading premium |  |  |  |  | (7,289,991 | ) |  |  | (13,587,790 | )
Stock options and share based incentives |  |  |  |  | 6,222,175 |  |  |  | 1,853,856 |
Retained earnings / (deficit) |  |  |  |  | 1,142,761 |  |  |  | 33,828,159 |
Revaluation of property, plant and equipment reserve |  |  |  |  | (1,323,916 | ) |  |  | (1,323,916 | )
Foreign currency translation reserve |  |  |  |  | 534,827 |  |  |  | 724,779 |
Equity attributable to owners of the parent |  |  |  |  | 1,212,836 |  |  |  | 23,591,622 |
Non-controlling interest |  |  |  |  | 248,788,534 |  |  |  | 234,978,480 |
Total equity |  |  |  |  | 250,001,370 |  |  |  | 258,570,102 |
LIABILITIES |  |  |  |  |  |  |  |  |  |
NON-CURRENT LIABILITIES |  |  |  |  |  |  |  |  |  |
Borrowings |  | 7.12 |  |  | 127,248,305 |  |  |  | 152,445,700 |
Deferred revenue and advances from customers |  | 7.15 |  |  | 1,925,138 |  |  |  | 2,057,805 |
Government grants |  | 7.18 |  |  | 782 |  |  |  | 127,285 |
Joint ventures and associates |  | 13 |  |  | 296,455 |  |  |  | 622,823 |
Deferred tax liabilities |  | 9 |  |  | 34,500,445 |  |  |  | 53,272,466 |
Provisions |  | 7.16 |  |  | 17,484,715 |  |  |  | 16,901,773 |
Consideration for acquisition |  |  |  |  | 2,005,143 |  |  |  | 3,166,720 |
Convertible notes |  |  |  |  | 80,809,686 |  |  |  | 75,213,146 |
Lease liabilities |  | 16 |  |  | 8,161,359 |  |  |  | 10,030,524 |
Total non-current liabilities |  |  |  |  | 272,432,028 |  |  |  | 313,838,242 |
CURRENT LIABILITIES |  |  |  |  |  |  |  |  |  |
Trade and other payables |  | 7.11 |  |  | 168,937,536 |  |  |  | 151,520,304 |
Borrowings |  | 7.12 |  |  | 234,510,751 |  |  |  | 180,000,607 |
Employee benefits and social security |  | 7.14 |  |  | 7,506,831 |  |  |  | 9,950,862 |
Deferred revenue and advances from customers |  | 7.15 |  |  | 3,924,801 |  |  |  | 24,893,396 |
Income tax payable |  |  |  |  | 4,825,271 |  |  |  | 509,034 |
Government grants |  | 7.18 |  |  | 3,655 |  |  |  | 222,713 |
Consideration for acquisition |  |  |  |  | 4,571,824 |  |  |  | 1,393,203 |
Lease liabilities |  | 16 |  |  | 3,122,778 |  |  |  | 3,858,699 |
Total current liabilities |  |  |  |  | 427,403,447 |  |  |  | 372,348,818 |
Total liabilities |  |  |  |  | 699,835,475 |  |  |  | 686,187,060 |
Total equity and liabilities |  |  |  |  | 949,836,845 |  |  |  | 944,757,162 |

The accompanying Notes are an integral part of these Consolidated financial statements. Related parties balances and transactions are disclosed in Note 17.

7

BIOCERES GROUP PLC

Registration number: 13310943

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the years ended June 30, 2024, 2023 and 2022
(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 |  |  | 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 |  |  | 274,919 |  |  |  | (7,319 | ) |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 267,600 |  |  |  | - |  |  |  | 267,600 |
Changes in ownership interests in subsidiaries |  |  | - |  |  |  | (437,154 | ) |  |  | 6,297,799 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 5,860,645 |  |  |  | 557,267 |  |  |  | 6,417,912 |
Share-based incentives of subsidiaries |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 4,368,319 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 4,368,319 |  |  |  | 9,592,291 |  |  |  | 13,960,610 |
Business combination |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 1,114,083 |  |  |  | 1,114,083 |
Distribution of dividends |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (174,800 | ) |  |  | (174,800 | )
(Loss) /profit for the year |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (32,685,398 | ) |  |  | - |  |  |  | - |  |  |  | (32,685,398 | ) |  |  | 3,624,094 |  |  |  | (29,061,304 | )
Other comprehensive loss |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (189,952 | ) |  |  | - |  |  |  | (189,952 | ) |  |  | (902,881 | ) |  |  | (1,092,833 | )
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 |

The accompanying Notes are an integral part of these consolidated financial statements. Related parties balances and transactions are disclosed in Note 17.

8

BIOCERES GROUP PLC

Registration number: 13310943

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the years ended June 30, 2024, 2023 and 2022

(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 |
06/30/2022 |  |  | 1,337,298 |  |  |  | (8,577,547 | ) |  |  | 777,376 |  |  |  | (6,607,764 | ) |  |  | 1,773,218 |  |  |  | (1,004,755 | ) |  |  | (12,302,174 | ) |  |  | 137,171,291 |  |  |  | 124,869,117 |
Increase in capital |  |  | 759,236 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 759,236 |  |  |  | - |  |  |  | 759,236 |
Changes in ownership interests in subsidiaries |  |  | - |  |  |  | (29,474,351 | ) |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (29,474,351 | ) |  |  | (46,940,078 | ) |  |  | (76,414,429 | )
Business combination |  |  | - |  |  |  | 24,464,108 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 24,464,108 |  |  |  | 130,515,236 |  |  |  | 154,979,344 |
Share-based incentives of subsidiaries |  |  | - |  |  |  | - |  |  |  | 1,076,480 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 1,076,480 |  |  |  | 3,009,120 |  |  |  | 4,085,600 |
Distribution of dividends |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (452,129 | ) |  |  | (452,129 | )
Profit for the year |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 40,435,923 |  |  |  | - |  |  |  | - |  |  |  | 40,435,923 |  |  |  | 12,686,685 |  |  |  | 53,122,608 |
Other comprehensive loss |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (1,048,439 | ) |  |  | (319,161 | ) |  |  | (1,367,600 | ) |  |  | (1,011,645 | ) |  |  | (2,379,245 | )
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 |

The accompanying Notes are an integral part of these consolidated financial statements. Related parties balances and transactions are disclosed in Note 17.

9

BIOCERES GROUP PLC

Registration number: 13310943

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the years ended June 30, 2024, 2023 and 2022

(Amounts in US$)

|  | Attributable to the equity holders of the parent |  |  |  |  |  |  |  |  |  |
|  | Issued capital |  |  | Shares trading premium |  |  | Stock options and share based incentives |  |  | Retained 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 |
06/30/2021 |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 77,127,989 |  |  |  | 77,127,989 |
Opening capital |  |  | 1 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 1 |  |  |  | - |  |  |  | 1 |
Intragroup reorganization - Steps 2,3 and 4 (Note 6) |  |  | - |  |  |  | (54,864,842 | ) |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (54,864,842 | ) |  |  | 60,325,528 |  |  |  | 5,460,686 |
Intragroup reorganization - Exchange (Note 6) |  |  | 1,337,297 |  |  |  | 46,287,295 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 47,624,592 |  |  |  | (47,624,592 | ) |  |  | - |
Share-based incentives of subsidiaries |  |  | - |  |  |  | - |  |  |  | 777,376 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 777,376 |  |  |  | 1,671,588 |  |  |  | 2,448,964 |
Capitalization of convertible notes in BIOX |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 36,244,460 |  |  |  | 36,244,460 |
Changes in ownership interests in subsidiaries |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 1,024,281 |  |  |  | 1,024,281 |
Loss for the year |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (6,607,764 | ) |  |  | - |  |  |  | - |  |  |  | (6,607,764 | ) |  |  | (13,380,653 | ) |  |  | (19,988,417 | )
Other comprehensive income / (loss) |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 1,773,218 |  |  |  | (1,004,755 | ) |  |  | 768,463 |  |  |  | 21,782,690 |  |  |  | 22,551,153 |
06/30/2022 |  |  | 1,337,298 |  |  |  | (8,577,547 | ) |  |  | 777,376 |  |  |  | (6,607,764 | ) |  |  | 1,773,218 |  |  |  | (1,004,755 | ) |  |  | (12,302,174 | ) |  |  | 137,171,291 |  |  |  | 124,869,117 |

The accompanying Notes are an integral part of these consolidated financial statements. Related parties balances and transactions are disclosed in Note 17.

10

BIOCERES GROUP PLC

Registration number: 13310943

CONSOLIDATED STATEMENT OF CASH FLOWS

For the years ended June 30, 2024, 2023 and 2022
(Amounts in US$)

|  | Notes |  | 06/30/2024 |  |  | 06/30/2023 |  |  | 06/30/2022 |
OPERATING ACTIVITIES |  |  |  |  |  |  |  |  |  |  |
(Loss) / profit for the year |  |  |  |  | (29,061,304 | ) |  |  | 53,122,608 |  |  |  | (19,988,417 | )
Adjustments to reconcile profit to net cash flows |  |  |  |  |  |  |  |  |  |  |  |  |  |
Income tax |  |  |  |  | 1,103,152 |  |  |  | (2,328,366 | ) |  |  | 17,026,303 |
Depreciation of property, plant and equipment |  | 8.3/8.4 |  |  | 5,799,998 |  |  |  | 4,938,927 |  |  |  | 3,867,337 |
Amortization of intangible assets |  | 8.3/8.4 |  |  | 12,113,223 |  |  |  | 11,004,584 |  |  |  | 4,227,457 |
Depreciation of leased assets |  |  |  |  | 3,418,956 |  |  |  | 3,565,894 |  |  |  | 1,257,538 |
Share-based incentive and stock options |  |  |  |  | 14,199,480 |  |  |  | 3,480,178 |  |  |  | 1,508,159 |
Share of profit or loss of joint ventures and associates |  | 13 |  |  | 21,023,150 |  |  |  | (47,709,605 | ) |  |  | 1,000,737 |
Provisions for contingencies |  |  |  |  | 653,574 |  |  |  | 239,292 |  |  |  | 330,754 |
Allowance for impairment of trade debtors |  |  |  |  | 753,428 |  |  |  | 1,327,385 |  |  |  | 1,598,042 |
Allowance for obsolescence |  |  |  |  | 586,515 |  |  |  | 1,066,777 |  |  |  | 849,641 |
Initial recognition and changes in the fair value of biological assets |  |  |  |  | 45,746 |  |  |  | (610,554 | ) |  |  | (6,388,030 | )
Changes in the net realizable value of agricultural products after harvest |  |  |  |  | 2,385,069 |  |  |  | 4,351,433 |  |  |  | 42,523 |
Financial results |  |  |  |  | 47,243,134 |  |  |  | (47,251,388 | ) |  |  | 34,553,326 |
Gain on sale of equipment and intangible assets |  |  |  |  | (125,464 | ) |  |  | - |  |  |  | (1,944,308 | )
Working capital adjustments |  |  |  |  |  |  |  |  |  |  |  |  |  |
Trade receivables |  |  |  |  | (41,256,269 | ) |  |  | (14,179,711 | ) |  |  | (28,296,868 | )
Other receivables |  |  |  |  | (6,338,099 | ) |  |  | (36,705,492 | ) |  |  | (13,906,047 | )
Inventories and biological assets |  |  |  |  | 15,285,866 |  |  |  | (8,572,529 | ) |  |  | (60,555,267 | )
Trade and other payables |  |  |  |  | 16,286,414 |  |  |  | 14,172,818 |  |  |  | 48,407,307 |
Employee benefits and social security |  |  |  |  | (2,413,413 | ) |  |  | 2,074,795 |  |  |  | 1,609,043 |
Government grants |  |  |  |  | (188,518 | ) |  |  | (93,091 | ) |  |  | 50,693 |
Income tax paid |  |  |  |  | (853,299 | ) |  |  | (4,072,347 | ) |  |  | (8,664,456 | )
Deferred revenue and advances from customers |  |  |  |  | (21,103,777 | ) |  |  | 21,019,535 |  |  |  | (2,183,082 | )
Net cash flows generated by / (used in) operating activities |  |  |  |  | 39,557,562 |  |  |  | (41,158,857 | ) |  |  | (25,597,615 | )

The accompanying Notes are an integral part of these consolidated financial statements. Related parties balances and transactions are disclosed in Note 17.

11

BIOCERES GROUP PLC

Registration number: 13310943

CONSOLIDATED STATEMENT OF CASH FLOWS

For the years ended June 30, 2024, 2023 and 2022
(Amounts in US$)

|  | Notes |  | 06/30/2024 |  |  | 06/30/2023 |  |  | 06/30/2022 |
INVESTMENT ACTIVITIES |  |  |  |  |  |  |  |  |  |  |
Proceeds from sale of property, plant and equipment |  |  |  |  | 336,726 |  |  |  | 137,357 |  |  |  | 2,046,771 |
Investment in joint ventures and associates |  | 13 |  |  | - |  |  |  | 1,085,676 |  |  |  | (3,220,214 | )
Net cash received from business combination |  |  |  |  | 37,508 |  |  |  | 4,373,265 |  |  |  | - |
Loss of controlling interest |  |  |  |  | (18,097 | ) |  |  | (1,081,808 | ) |  |  | - |
Proceeds from financial assets |  |  |  |  | 62,836,432 |  |  |  | 1,316,980 |  |  |  | 12,331,390 |
Investment in financial assets |  |  |  |  | (65,567,062 | ) |  |  | (8,488,144 | ) |  |  | (2,055,878 | )
Purchase of property, plant and equipment |  | 7.7 |  |  | (9,936,611 | ) |  |  | (11,491,899 | ) |  |  | (3,480,708 | )
Capitalized development expenditures |  | 7.8 |  |  | (11,855,766 | ) |  |  | (10,753,047 | ) |  |  | (5,130,095 | )
Purchase of intangible assets |  | 7.8 |  |  | (3,233,316 | ) |  |  | (688,287 | ) |  |  | (389,039 | )
Net cash flows (used in) / generated by investing activities |  |  |  |  | (27,400,186 | ) |  |  | (25,589,907 | ) |  |  | 102,227 |
FINANCING ACTIVITIES |  |  |  |  |  |  |  |  |  |  |  |  |  |
Proceeds from borrowings |  |  |  |  | 187,994,310 |  |  |  | 150,631,747 |  |  |  | 159,642,301 |
Repayment of borrowings and financed payments |  |  |  |  | (145,044,508 | ) |  |  | (38,457,281 | ) |  |  | (128,310,467 | )
Interest payments |  |  |  |  | (36,803,697 | ) |  |  | (25,639,013 | ) |  |  | (13,009,834 | )
Leased assets payments |  |  |  |  | (4,879,108 | ) |  |  | (3,855,517 | ) |  |  | (1,034,764 | )
Cash dividend distributed by non-controlling interest |  |  |  |  | (174,800 | ) |  |  | (452,129 | ) |  |  | - |
Other financial payments |  |  |  |  | (1,850,252 | ) |  |  | (3,007,154 | ) |  |  | (3,072,792 | )
Purchase of own shares |  |  |  |  | (734,388 | ) |  |  | (2,996,947 | ) |  |  | - |
Net cash flows (used in) / generated by financing activities |  |  |  |  | (1,492,443 | ) |  |  | 76,223,706 |  |  |  | 14,214,444 |
Net increase / (decrease) in cash and cash equivalents |  |  |  |  | 10,664,933 |  |  |  | 9,474,942 |  |  |  | (11,280,944 | )
Inflation effects on cash and cash equivalents |  |  |  |  | (189,309 | ) |  |  | (195,181 | ) |  |  | (9,624,750 | )
Cash and cash equivalents as of beginning of the year |  | 7.1 |  |  | 49,265,020 |  |  |  | 34,851,505 |  |  |  | 48,914,510 |
Effect of exchange rate changes on cash and equivalents |  |  |  |  | (6,745,779 | ) |  |  | 5,133,754 |  |  |  | 6,842,689 |
Cash and cash equivalents as of the end of the year |  |  |  |  | 52,994,865 |  |  |  | 49,265,020 |  |  |  | 34,851,505 |

The accompanying Notes are an integral part of these consolidated financial statements. Related parties balances and transactions are disclosed in Note 17.

12

BIOCERES GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024 and 2023 and for the years ended June 30, 2024, 2023 and 2022

(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. | Summary of significant accounting policies. |
5. | Critical accounting judgments and estimates. |
6. | Acquisitions and other significant transactions |
7. | Information about components of consolidated statement of financial position. |
8. | Information about components of consolidated statement of comprehensive income. |
9. | Taxation. |
10. | Earnings per share. |
11. | Information about components of equity. |
12. | Cash flow information. |
13. | Joint ventures and associates. |
14. | Segment information |
15. | Financial instruments – Risk management. |
16. | Leases. |
17. | Shareholders and other related parties’ balances and transactions. |
18. | Key management personnel compensation. |
19. | Share-based payments. |
20. | Contingencies, commitments and restrictions on the distribution of profits. |
21. | Events occurring after the reporting period. |

13

BIOCERES GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024 and 2023 and for the years ended June 30, 2024, 2023 and 2022

(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 21).

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 consolidated financial statements of the Group have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by International Accounting Standard Board (“IASB”) following the accounting policies as set forth and summarized in Note 4. All IFRS issued by the IASB, effective at the time of preparing these consolidated financial statements have been applied.

Authorization for the issue of the Consolidated financial statements

These consolidated financial statements of the Group as of June 30, 2024 and 2023 and for the years ended June 30, 2024, 2023 and 2022 have been authorized by the Board of Directors of Bioceres Group 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”).

The Company and the Main Argentinian subsidiaries of the Group have United States Dollars as functional currency

From July 1, 2022, the main Argentinian subsidiaries of the Group have changed their functional currency from Argentine Pesos to United States Dollars as a result of changes in events and conditions relevant to their business operations, which include a hyper inflationary macroeconomic context and the depreciation of the Argentine Peso, in addition to the effects on our business of certain business combination transactions, as discussed below.

Macroeconomic context – in recent years Argentina’s macroeconomic scenario has featured a misalignment between inflation rates and the devaluation of the Argentine peso, which became more pronounced during the first half of the year ended June 30, 2022. Notwithstanding such misalignment, our Argentine subsidiaries have been able to continue pricing their products in U.S. dollars as the costs of products and services are set in U.S. dollars. This has also been achievable as the demand for the type of products we commercialize is relatively inelastic when compared to non-essential goods and services. Further, Argentina’s significant economic volatility has caused materials, and other costs of providing goods that we acquire from the Argentine domestic market, to become increasingly indexed to the U.S. dollar (i.e., denominated in Argentine Pesos but indexed to the U.S. dollar exchange rate).

14

BIOCERES GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024 and 2023 and for the years ended June 30, 2024, 2023 and 2022

(Amounts in US$, except otherwise indicated)

Business effects – following the merger with Pro Farm (see Note 6), which closed at the beginning of the fiscal year ended June 30, 2023, in addition to other business combination transactions, we established a global commercial strategy with a view to unifying pricing policies for the commercialization of our products.

In accordance with IAS 21, we have considered the following primary factors to determine the functional currency of our main Argentine subsidiaries: (i) the sales prices for goods and services, which are mainly influenced and determined by the U.S. dollar; and (ii) the increasing influence of transactions indexed to the U.S. dollar related to labor, materials, and other costs of providing goods.

Taking into account the analysis of the primary factors provided by IAS 21 in determining the functional currency of our main Argentine subsidiaries (in particular the increased influence of exchange rates on their costs of operations, which are indexed to the U.S. dollar), we identified that there is strong evidence that their functional currency had changed to the U.S. dollar.

As discussed above, we assessed primary indicators and determined that they were conclusive for the analyzed period; however, consideration was also given to secondary indicators. The result of such analysis also leads to the conclusion that the U.S. dollar is the relevant currency for cash generation from operating and financing activities of our main Argentine subsidiaries.

For the years ended 30th June 2024, 2023 and 2022, others Argentinian subsidiaries, that have Argentine Pesos as functional currency, had applied IAS 29 “Financial reporting in hyperinflationary economies” requires that the financial statements of an entity whose functional currency is the currency of a hyperinflationary economy, whether these are based on the historical cost method or the current cost method, be stated in terms of the measuring unit current at the closing date of the reporting period. For such purpose, the inflation produced since the acquisition date or the revaluation date, as applicable, must be computed in non-monetary items. The standard details a series of factors to be considered for concluding whether an economy is hyperinflationary, including, but not limited to, a cumulative inflation rate over a three-year period that approaches or exceeds 100%. Inflation accumulated in three years, as of 30th June 2018, was over 100%. It was for this reason that, in accordance with IAS 29, the Argentine economy had to be considered as hyperinflationary since 1st July 2018. Consequently, the Group has applied IAS 29 to these financial statements.

During an inflationary period, any entity that maintains an excess of monetary assets over monetary liabilities will lose purchasing power, and any entity that maintains an excess of monetary liabilities over monetary assets will gain purchasing power, provided that such items are not subject to an adjustment mechanism.

Briefly, the restatement mechanism of IAS 29 establishes that monetary assets and liabilities will not be restated because they are already expressed in a current unit of measurement at the end of the reporting period. Assets and liabilities subject to adjustments based on specific agreements, will be adjusted according to those agreements. Non-monetary items measured at their current values at the end of the reporting period, such as the net realizable value or others, do not need to be restated. The remaining non-monetary assets and liabilities will be restated according to a general price index. The loss or gain for the net monetary position will be included in the net result of the reporting period, revealing this information in a separate line item.

Presentation currency

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

15

BIOCERES GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024 and 2023 and for the years ended June 30, 2024, 2023 and 2022

(Amounts in US$, except otherwise indicated)

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.

Subsidiaries

Where the Group holds a controlling interest in an entity, such entity is classified as a subsidiary. The Group exercises control over such an entity if all three of the following elements are present: (i) the Group has the power to direct or cause the direction of the management and policies of the entity; (ii) the Group is exposed to the variable returns of such entity; and (iii) the Group has power to affect the variability of such returns. Control is reassessed whenever facts and circumstances indicate that there may be a change in any of these elements of control.

De-facto control exists in situations where the Group has the practical ability to direct the relevant activities of an entity without holding the majority of the voting rights. In determining whether de facto control exists, the Group considers all relevant facts and circumstances, including:

| - | The relative share of the Group’s voting rights with respect both the size and dispersion of other parties who hold voting rights;

| - | Substantive potential voting rights held by the Group and by other parties;

| - | Other contractual arrangements; and

| - | Historic patterns in voting attendance.

16

BIOCERES GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024 and 2023 and for the years ended June 30, 2024, 2023 and 2022

(Amounts in US$, except otherwise indicated)

The subsidiaries of the Group, all of which have been included in the consolidated financial statements of the Group, are as follows:

|  |  |  | Country of incorporation and principal place of |  |  |  | % Equity interest |  |  | % Equity interest |
Name |  | Principal activities |  | business |  | Ref |  | 06/30/2024 |  |  | 06/30/2023 |
BCS Holding LLC |  | Investment in subsidiaries |  | United States |  | b) |  |  | 28.75 | % |  |  | 27.33 | %
Bioceres Crop Solutions (BIOX) |  | Research and development |  | United States |  | b) |  |  | 28.75 | % |  |  | 27.33 | %
Bioceres Crops Do Brasil Ltda. |  | Selling of agricultural inputs |  | Brazil |  | b) |  |  | 28.75 | % |  |  | 27.33 | %
Bioceres Crops S.A. |  | Research and development |  | Argentina |  | b) |  |  | 25.87 | % |  |  | 24.59 | %
Bioceres LLC |  | Investment in subsidiaries |  | United States |  | a) |  |  | 79.72 | % |  |  | 73.47 | %
Bioceres S.A. |  | Investment in subsidiaries |  | Argentina |  | a) |  |  | 79.72 | % |  |  | 73.47 | %
Bioceres Semillas S.A.U. |  | Production and commercialization of seeds |  | Argentina |  | b) |  |  | 28.75 | % |  |  | 27.33 | %
Bioceres Tech Services LLC. |  | Investment in subsidiaries |  | United States |  | a) |  |  | 100.00 | % |  |  | 100.00 | %
Comer. Agrop. Rizobacter de Bolivia S.A. |  | Selling of agricultural inputs |  | Bolivia |  | b) |  |  | 23.00 | % |  |  | 21.86 | %
Ingeniería Metabólica S.A. (“INMET”) |  | Research and development |  | Argentina |  | c) |  |  | 47.98 | % |  |  | 60.00 | %
Insumos Agroquímicos S.A. |  | Selling of agricultural inputs |  | Argentina |  | b) |  |  | 17.63 | % |  |  | 16.76 | %
Natal Agro S.R.L. |  | Production and commercialization of agricultural inputs |  | Argentina |  | d) |  |  | 14.66 | % |  |  | - |
Pro Farm Group Inc. |  | Development and sale of biological products |  | United States |  | b) |  |  | 28.75 | % |  |  | 27.33 | %
Rasa Holding, LLC |  | Investment in subsidiaries |  | United States |  | b) |  |  | 28.75 | % |  |  | 27.33 | %
Rizobacter Argentina S.A. |  | Microbiology Business |  | Argentina |  | b) |  |  | 23.00 | % |  |  | 21.86 | %
Rizobacter Colombia SAS |  | Selling of agricultural inputs |  | Colombia |  | b) |  |  | 23.00 | % |  |  | 21.86 | %
Rizobacter del Paraguay S.A. |  | Selling of agricultural inputs |  | Paraguay |  | b) |  |  | 23.00 | % |  |  | 21.86 | %
Rizobacter do Brasil Ltda. |  | Selling of agricultural inputs |  | Brazil |  | b) |  |  | 23.00 | % |  |  | 21.86 | %
Rizobacter France SAS |  | Research and development |  | France |  | b) |  |  | 23.00 | % |  |  | 21.86 | %
Rizobacter South Africa |  | Selling of agricultural inputs |  | South Africa |  | b) |  |  | 21.85 | % |  |  | 20.77 | %
Rizobacter Uruguay |  | Selling of agricultural inputs |  | Uruguay |  | b) |  |  | 23.00 | % |  |  | 21.86 | %
Rizobacter USA, LLC |  | Selling of agricultural inputs |  | United States |  | b) |  |  | 23.00 | % |  |  | 21.86 | %
Verdeca LLC |  | Research and development |  | United States |  | b) |  |  | 28.75 | % |  |  | 27.33 | %

| a) | Direct interests held by Bioceres Group Limited.

| b) | Since 2023, the Group exercises “de facto control” over Bioceres Crop Solutions Corp. as a result of (i) the percentage and concentration of voting rights of the Group, the voting agreement and the absence of other shareholders with significant voting rights, (ii) the absence of a voting agreement among the other shareholders to vote together as a group, (iii) the record of attendance to Shareholders’ Meetings and the record of votes casted by the other shareholders; and (iv) the effective control exercised by the Group to direct BIOX’s relevant activities through its seat in the Board of Directors. (Note 5).

| c) | During the current fiscal year, the Group lost control over INMET as a result of a capital increase in which the Group waived its preemptive and subscription rights. Consequently, the Group’s ownership interest in Inmet decreased, leading to a loss of control.

| d) | On June 1, 2024 we acquired a controlling interest in Natal Agro S.R.L (“Natal”). See Note 6.

Special purpose and structured entities (“SPE”)

A structured entity is an entity that has been designed so that voting or similar rights are not the dominant factor in deciding who controls the entity and the relevant activities are directed by means of contractual arrangements. In these cases, we consider the purpose and design of the SPE, including a consideration of the risks the SPE was expected to be exposed to, the risks it was designed to pass on to the parties involved with the SPE and whether we are exposed to some or all of those risks or potential returns. One then considers which activities have a significant impact on the SPE’s returns and determines which parties have an ability to direct each of those activities.

17

BIOCERES GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024 and 2023 and for the years ended June 30, 2024, 2023 and 2022

(Amounts in US$, except otherwise indicated)

The Group controls an SPE when is exposed, or has rights, to variable returns from its involvement with the SPE and has the ability to affect those returns through its power over the SPE.

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

New standards and interpretations adopted by the Group

The following new standards became applicable for the current reporting period and adopted by the Group.

Amendments to IAS 12- Deferred Tax related to Assets and Liabilities arising from a Single Transaction

The IASB has amended IAS 12, ‘Income taxes’, to require companies to recognize deferred tax on particular transactions that, on initial recognition, give rise to equal amounts of taxable and deductible temporary differences.

IAS 12 was amended to include an additional condition where the initial recognition exemption is not applied. According to the amended guidance, a temporary difference that arises on initial recognition of an asset or liability is not subject to the initial recognition exemption if that transaction gave rise to equal amounts of taxable and deductible temporary differences.

The amendments are effective for financial years beginning on or after January 1, 2023.

International Tax Reform—Pillar Two Model Rules (Amendments to IAS 12)

The amendments give companies temporary relief from accounting for deferred taxes arising from the Organization for Economic Co-operation and Development’s (OECD) international tax reform.

The amendments will introduce (i) a temporary exception to the accounting for deferred taxes arising from jurisdictions implementing the global tax rules. This will help to ensure consistency in the financial statements while easing into the implementation of the rules; (ii) and targeted disclosure requirements to help investors better understand a company’s exposure to income taxes arising from the reform, particularly before legislation implementing the rules is in effect.

Companies can benefit from the temporary exception immediately but are required to provide the disclosures to investors for annual reporting periods beginning on or after January 1, 2023.

Amendments to IAS 1 and IFRS Practice Statement 2- Disclosure of Accounting Policies

An entity is now required to disclose its material accounting policy information instead of its significant accounting policies. The amendments clarify that accounting policy information may be material because of its nature, even if the related amounts are immaterial.

The amendments are applied prospectively and are effective for annual periods beginning on or after January 1, 2023. Earlier application is permitted.

Amendments to IAS 8-Definition of Accounting Estimates

These amendments help entities to distinguish between accounting policies and accounting estimates making a distinction between how an entity should present and disclose different types of accounting changes in its financial statements. Under the new definition, accounting estimates are “monetary amounts in financial statements that are subject to measurement uncertainty”

18

BIOCERES GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024 and 2023 and for the years ended June 30, 2024, 2023 and 2022

(Amounts in US$, except otherwise indicated)

The amendments are effective for annual periods beginning on or after January 1, 2023 and changes in accounting policies and changes in accounting estimates that occur on or after the start of that period. Earlier application is permitted.

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

New standards and interpretations not yet adopted by the Group

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

The amendment requires a seller-lessee to subsequently measure lease liabilities arising from a leaseback in a way that it does not recognize any amount of the gain or loss that relates to the right of use it retains. The new requirements do not prevent a seller-lessee from recognizing in profit or loss any gain or loss relating to the partial or full termination of lease.

The amendments are effective for financial years beginning on or after January 1, 2024. Earlier application is permitted.

Amendments to IAS1 – Non-current liabilities with covenants.

The amendments modify the requirements introduced by Classification of Liabilities as Current or Non-current on how an entity classifies debt and other financial liabilities as current or non-current in particular circumstances. Only covenants with which an entity is required to comply on or before the reporting date affect the classification of a liability as current or non-current. In addition, an entity must disclose information in the notes that enables users of financial statements to understand the risk that non-current liabilities with covenants could become repayable within twelve months.

The amendments apply retrospectively for annual reporting periods beginning on or after January 1, 2024, with early application permitted.

Amendment to IAS 7 and IFRS 7 - Supplier Financing.

The amendments are effective for annual periods beginning on or after January 1, 2024.

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

The amendments introduce new disclosure requirements in IFRS Standards to enhance the transparency and, thus, the usefulness of the information provided by entities about supplier finance arrangements.

The disclosure requirements in the amendments enhance the current requirements and are intended to assist users of financial statements in understanding the effects of supplier finance arrangements on an entity’s liabilities, cash flows and exposure to liquidity risk.

The amendments are effective for annual reporting periods beginning on or after January 1, 2024. Early application of the amendments is permitted

IFRS 19 – Subsidiaries without Public Accountability.

The standard is effective for annual periods beginning on or after January 1, 2027.

Amendments to IFRS 9 and IFRS 7 - Amendments to the Classification and Measurement of Financial Instruments.

The amendments are effective for reporting periods beginning on or after January 1, 2026.

19

BIOCERES GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024 and 2023 and for the years ended June 30, 2024, 2023 and 2022

(Amounts in US$, except otherwise indicated)

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.

Annual Improvements to IFRS Accounting Standards—Volume 11.

The amendments are effective for annual periods beginning on or after January 1, 2026.

These 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.

Amendments to IAS 21- The Effects of Changes in Foreign Exchange Rates titled Lack of Exchangeability.

The amendments are effective for annual reporting periods beginning on or after January 1, 2025.

The Group is currently analyzing the potential impact of these new standard on our financial statements.

4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

4.1. Cash and cash equivalents

For the purposes of the statements of financial position and statements of cash flows, cash and cash equivalents include cash on hand and in banks and short-term highly liquid investments. Investments can be readily convertible to known amounts of cash and they are subject to insignificant risk of changes in value. In the consolidated statements of financial position, bank overdrafts are included in borrowings within current liabilities.

| 4.2. | Financial assets and liabilities

The Group measures its financial assets at initial recognition at fair value and subsequently at amortized cost using the effective interest method.

The Group has not irrevocably designated a financial asset as measured at fair value through profit or loss to eliminate or significantly reduce a measurement or recognition inconsistency.

Financial assets at fair value through profit or loss are measured at fair value through profit and loss due to the business model used in their negotiation and/or the contractual characteristics of their cash flows.

Estimates

The Group makes estimates of uncollectability of its recorded receivables. Management analyzes trade account receivables in accordance with conventional criteria, adjusting the amount through a charge of an allowance for bad debts upon recognition of the inability of third parties to afford their financial obligations to the Group. Management specifically analyzes the accounts receivable, the historical bad debts, solvency of customers, current economic trends and the changes to the payment conditions of customers to assess the adequate allowance for bad debts.

20

BIOCERES GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024 and 2023 and for the years ended June 30, 2024, 2023 and 2022

(Amounts in US$, except otherwise indicated)

Offsetting of financial assets with financial liabilities

Financial assets and liabilities are offset and presented for their net amount in the statements of financial position only when the Group has the right, legally enforceable, to compensate the recognized amounts and has the intention to liquidate for the net amount or to settle the asset and cancel the liability simultaneously.

4.3. Inventories

Inventories are recognized at cost initially and subsequently at the lower of cost and net realizable value. Cost comprises all costs of purchase and conversion as well as other costs incurred in bringing the inventories to their present location and condition.

Weighted average cost is used to determine the cost of ordinarily interchangeable items.

Estimates

The Group assesses the recoverability of inventories considering their sale price, whether the inventories are damaged and whether they have become obsolete in whole or in part.

Net realizable value is the sale price estimated to be attained in the ordinary course of business, less costs of completion and other selling expenses.

The Group sets up an allowance for obsolescence or slow-moving inventories in relation to finished and in-process products. The allowance for obsolescence or slow-moving inventories is recognized for finished products and in-process products based on an analysis by Management of the aging of inventory stocks.

4.4. Biological assets

Within current assets, growing crops are included as biological assets, from the moment of sowing until the moment of harvest (approximately 5 to 7 months depending on the crop). At harvest time the biological assets are transformed into agricultural products, including seed varieties for resale, and incorporated into the inventory.

Costs are capitalized as biological assets if, and only if, (a) it is probable that future economic benefits will flow to the entity, and (b) the cost can be measured reliably. The Group capitalizes costs such as: planting, harvesting, weeding, seedlings, irrigation, agrochemicals, fertilizers and a systematic allocation of fixed and variable production overheads that are directly attributable to the management of biological assets, among others.

Biological assets, both at initial recognition and at each subsequent reporting date, are measured at fair value less costs to sell, except where fair value cannot be reliably measured. Cost approximates fair value when little biological transformation has taken place since the costs were originally incurred or the impact of biological transformation on price is not expected to be material.

Gains and losses that arise from measuring biological assets at fair value less costs to sell and measuring agricultural produce at the point of harvest at fair value less costs to sell are recognized in the statement of income in the period in which they arise in the line item “Initial recognition and changes in fair value of biological assets”.

From the harvest time, agricultural products are valued at net realizable value because there is a market asset, and the risk of non-sale is non-significant.

21

BIOCERES GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024 and 2023 and for the years ended June 30, 2024, 2023 and 2022

(Amounts in US$, except otherwise indicated)

Generally, the estimation of the fair value of biological assets is based on models or inputs that are not observable in the market and the use of unobservable inputs is significant to the overall valuation of the assets. Unobservable inputs are determined based on the best information available. Key assumptions include future market prices, estimated yields at the point of harvest, estimated production cycle, future cash flows, future costs of harvesting and other costs, and estimated discount rate.

Market prices are generally determined by reference to observable data in the principal market for the agricultural produce. Harvesting costs and other costs are estimated based on historical and statistical data. Yields are estimated based on several factors, including the location of the farmland and soil type, environmental conditions, infrastructure and other restrictions and growth at the time of measurement. Yields are subject to a high degree of uncertainty and may be affected by several factors out of the Group’s control including but not limited to extreme or unusual weather conditions, plagues and other crop diseases, among other factors.

4.5. Business combinations

The Group applies the acquisition method to account for business combinations. The acquisition cost is measured as the aggregate of the consideration transferred for the acquisition of a subsidiary, which is measured at fair value at the acquisition date, and the amount of any non-controlling interest in such subsidiary. The Group recognizes any non-controlling interest in a subsidiary at the non-controlling interest’s proportionate share of the recognized amounts of subsidiary’s identifiable net assets. The acquisition related costs are expensed as incurred.

Any contingent consideration to be transferred by the Group is recognized at fair value at the acquisition date. The contingent consideration is classified as an asset or liability that is a financial instrument under IFRS 9 is measured at fair value through profit or loss.

Goodwill is initially measured at cost, which is the excess of the aggregate of the consideration transferred and the amount of the non-controlling interest and any previous interest carried over the net identifiable assets acquired, and liabilities assumed.

After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For impairment testing, goodwill acquired in a business combination is, as of the acquisition date, allocated to each of the cash-generating units of the Group that is expected to benefit from the synergies of the combination, without considering whether other assets or liabilities of the subsidiary are allocated to those units.

Any impairment in the carrying value is recognized in the consolidated statement of comprehensive income. In the case of acquisitions in stages, prior to the write-off of the previously held equity interest in the subsidiary, said interest is re-measured at fair value as of the date of acquisition of control over the subsidiary. The result of the re-measurement at fair value is recognized in profit or loss.

When a seller in a business combination has contractually agreed to indemnify the Group for the result of a contingency or uncertainty related to the entirety or a portion of an asset or liability, the Group recognizes an indemnification asset. The indemnification asset is measured on the same basis as the indemnification item. At the end of each period, the Group measures the indemnification assets recognized at the acquisition date on the same basis as the indemnified liability, subject to any contractual limitation on the amount and, for an indemnification asset that is not periodically measured at fair value, based on Management’s assessment of the recoverability of the indemnification asset. The Group derecognizes the indemnification asset when it collects or sells it, or when it loses the right over it.

4.6. Intragroup Reorganization

Intragroup reorganizations are excluded from the scope of IFRS 3 and are not specifically addressed in IFRS guidance. Therefore, judgement is required to develop an accounting policy that provides relevant and reliable information in accordance with IAS 8, and such accounting policy shall be applied consistently to all similar transactions. Management has elected to account for intragroup reorganizations using the “Predecessor accounting”. Predecessor accounting involves accounting for the assets and liabilities of the acquired business using the predecessor carrying values. Differences between the carrying value and the amount payable is accounted for in equity (as a contribution or distribution, as it may correspond).

22

BIOCERES GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024 and 2023 and for the years ended June 30, 2024, 2023 and 2022

(Amounts in US$, except otherwise indicated)

The intragroup reorganization described in Note 6 was accounted for using predecessor accounting, as further explained in that note.

4.7. Impairment assessment of Goodwill and Intangibles

Impairment tests on goodwill and intangible assets not yet available for use or with indefinite useful lives, are undertaken annually at the end of the reporting period. Other non-financial assets are subject to impairment tests whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. Where the carrying value of an asset exceeds its recoverable amount (i.e. the higher of value in use and fair value less costs to sell), the asset is written down accordingly.

Where it is not possible to estimate the recoverable amount of an individual asset, the impairment test is carried out on the smallest group of assets to which it belongs for which there are separately identifiable cash flows (its Cash Generating Unit or CGU). Goodwill is allocated on initial recognition to each of the Group’s CGUs that are expected to benefit from a business combination that gives rise to the goodwill.

Impairment charges are included in profit or loss, except to the extent they reverse gains previously recognized in other comprehensive income. An impairment loss recognized for goodwill is not reversed.

Estimates

Impairment testing of goodwill and intangible assets not yet available for use or with indefinite useful lives, requires the use of significant assumptions for the estimation of future cash flows and the determination of discount rates. The significant assumptions and the determination of discount rates for the impairment testing of goodwill are further explained in Note 7.9.

4.8. Associate and joint arrangements

An associate is an entity over which the Group exerts significant influence. Significant influence is the power to participate in financial and operating policy decision-making at such entity, but it does not involve control or joint control over those policies.

The Group is a party to a joint arrangement when there is a contractual arrangement that confers joint control over the relevant activities of the arrangement to the Group and at least one other party. Joint control is assessed under the same principles as control over subsidiaries.

The Group classifies its interests in joint arrangements as either:

| - | Joint ventures: where the group has rights to only the net assets of the joint arrangement.

| - | Joint operations: where the group has both the rights to the assets and obligations for the liabilities of the joint arrangement.

In assessing the classification of interests in joint arrangements, the Group considers:

| - | The structure of the joint arrangement;

| - | The legal form of joint arrangements structured through a separate vehicle;

| - | The contractual terms of the joint arrangement agreement; and

| - | Any other facts and circumstances (including any other contractual arrangements).

23

BIOCERES GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024 and 2023 and for the years ended June 30, 2024, 2023 and 2022

(Amounts in US$, except otherwise indicated)

The Group accounts for its interests in joint ventures and associates using the equity method, where the Group’s share of post-acquisition profits and losses and other comprehensive income is recognized in the Consolidated statement of profit and loss and other comprehensive income.

Losses in excess of the Group’s investment in the joint venture and associates are recognized only to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of the joint venture.

Profits and losses arising on transactions between the Group and its joint ventures and associates are recognized only to the extent of unrelated investors’ interests in the joint venture and/or associates. The Group’s share in a joint venture and/or associates’ profits and losses resulting from a transaction is eliminated against the carrying amount of investment in the joint venture and/or associates through the line “share of profit (or loss) of joint ventures and associates” in the Consolidated statements of profit or loss and other comprehensive income.

Any premium paid for an investment in a joint venture and/or associates above the fair value of the Group’s share of the identifiable assets, liabilities and contingent liabilities acquired is capitalized and included in the carrying amount of the investment in the joint venture and/or associates. Where there is objective evidence that the investment in a joint venture and/or associates has been impaired, the carrying amount of the investment is tested for impairment in the same way as other non-financial assets.

When the Group loses significant influence in an associate or joint control over a joint venture, it measures and recognizes any investment held at fair value. Any difference between the carrying amount of the associate or joint venture when losing significant influence or joint control and the fair value of the held investment and sale revenue are recognized in profit or loss.

The Group accounts for its interests in joint operations by recognizing its share of assets, liabilities, revenues and expenses in accordance with its contractually conferred rights and obligations.

For all joint arrangements structured in separate vehicles the Group must assess the substance of the joint arrangement in determining whether it is classified as a joint venture or joint operation. This assessment requires the Group to consider whether it has rights to the joint arrangement’s net assets (in which case it is classified as a joint venture), or rights to and obligations for specific assets, liabilities, expenses, and revenues (in which case it is classified as a joint operation).

Paragraph 18 of IAS 28 states when an investment in an associate or a joint venture is held by, or is held indirectly through, an entity that is a venture capital organization, or a mutual fund, unit trust and similar entities, the entity may elect to measure that investment al fair value through profit or loss in accordance with IFRS 9.

Bioceres Group PLC has elected to measure the investment in associates held through Theo I SCS a fair value through profit or loss in accordance with IFRS 9.

Estimates

There is uncertainty regarding Management’s estimates of the Group’s ability to recover the carrying amounts of the investments in joint ventures, since such estimates depend on the joint ventures’ ability to generate sufficient funds to complete the development projects, the future outcome of the project deregulation process and the amounts and timing of the cash flows from projects, among other future events.

Management assesses whether there are impairment indicators and, if any, it performs a recoverability analysis.

24

BIOCERES GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024 and 2023 and for the years ended June 30, 2024, 2023 and 2022

(Amounts in US$, except otherwise indicated)

Management estimates of the recoverability of these investments represent the best estimate based on available evidence, the existing facts and circumstances, using reasonable and provable assumptions in the cash flow projections.

Therefore, the consolidated financial statements do not include adjustments that would be required if the Group were unable to recover the carrying amount of the above-mentioned assets by generating sufficient economic benefits in the future.

4.9. Property, plant and equipment

Property, plant and equipment items are initially recognized at cost. In addition to the purchase price, cost also includes costs directly attributable to such property, plant and equipment items. There are no unavoidable costs with respect to dismantling and removing items. The cost of property, plant and equipment items acquired in a business combination is their fair value at the acquisition date.

Depreciation is calculated using the straight-line method to allocate the property, plant or equipment items’ cost or revalued amounts, net of their residual values, over their estimated useful lives or, in the case of leasehold improvements and certain leased plant and equipment, the shorter lease term as follows:

Research instruments: 3 to 10 years

Office equipment: 5 to 10 years

Vehicles: 5 years

Computer equipment and software: 3 years

Fixture and fittings: 10 years

Machinery and equipment: 5 to 10 years

Buildings: 50 years

Useful lives and depreciation methods are reviewed every year as required by IAS 16.

Assets under items Land and Buildings, are accounted for at fair value arising from the last revaluation performed, applying the revaluation model indicated by IAS 16. Starting with the fiscal year ended on June 30, 2024, the Group modified its Property, Plant, and Equipment valuation policy by changing the revaluation frequency for items classified under Buildings and Land. The revaluation must never exceed five years between each occurrence, in compliance with the maximum periods established by accounting standards, or whenever there are indications that the carrying amount differs significantly from the amount that could be determined using fair value at the end of the reporting year.

To obtain fair values, the existence or not of an active market is considered for the assets in their current status. For those assets for which an active market in their current status exists, the fair values were determined based on their market values. For the remaining cases, the market values of comparable new assets are analyzed, applying a discount based on the status and wear of each asset and considering the characteristics of each of the revalued assets (for example, improvements made, maintenance status, level of productivity, use, etc.

Estimates

The Group carries certain classes of property, plant and equipment under the revaluation model under IAS 16. The revaluation model requires that the Group carry property, plant and equipment at revalued amounts, being fair value at the date of revaluation less any subsequent accumulated depreciation and any subsequent accumulated impairment losses. IAS 16 requires that the Group carry out these revaluations with sufficient regularity so that the carrying amounts of its property, plant and equipment do not differ materially from that which would be determined using fair value at the end of a reporting period. The determination of fair value at the date of revaluation requires judgments, estimates and assumptions based on market conditions prevailing at the time of any such revaluation. Changes to any of the Group’s judgments, estimates or assumptions or to the market conditions subsequent to a revaluation will result in changes to the fair value of property, plant and equipment.

25

BIOCERES GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024 and 2023 and for the years ended June 30, 2024, 2023 and 2022

(Amounts in US$, except otherwise indicated)

The Group prepares the corresponding revaluations on a regular basis taking into account the work of independent appraisers. The Group uses different valuation techniques depending on the class of property being valued. Generally, the Group determines the fair value of its industrial buildings and warehouses based on a depreciated replacement cost approach. The Group determines the fair value of its land based on active market prices adjusted, if necessary, for differences in the nature, location or condition of the specific asset. If this information is not available, the Group may use alternative valuation methods, such as recent prices in less active markets.

Property valuation is a significant area of estimation uncertainty. Fair values are prepared regularly by Management, taking into account independent valuations. The determination of fair value for the different classes of property, plant and equipment is sensitive to the selection of various significant assumptions and estimates. Changes in those significant assumptions and estimates could materially affect the determination of the revalued amounts of property, plant and equipment. The Group utilizes historical experience, market information and other internal information to determine and/or review the appropriate revalued amounts.

The following are the most significant assumptions used in the preparation of the revalued amounts for its classes of property, plant and equipment:

a) Land: The Group generally uses the market price of a square meter of land for the same or similar location as the most significant assumption to determine the revalued amount. The Group typically uses comparable land sales in the same location to assess appropriateness of the value of its land.

b) Industrial buildings and warehouses: The Group generally determines the construction cost of a new asset and then the Group adjusts it for normal wear and tear. Construction prices may include, but are not limited to, construction materials, labor costs, installation and assembly costs, site preparation, professional fees and applicable taxes. Construction costs may differ significantly from year to year and are subject to macroeconomic changes in the economy where the Group operates, such as the impact of inflation and foreign exchange rates. The construction cost of its industrial buildings and warehouses is determined on a US dollar per constructed square meter basis, while the construction cost of its mills, facilities and grain storage facilities is determined by reference to their total capacity measured in tons milled or stored, respectively. A 5% increase or decrease in the construction costs or the estimate of normal wear and tear relating to such assets could have an impact of $ 1.2 million on their revalued amounts.

Increases in the carrying amounts arising on revaluation of land and buildings are recognized, net of tax, in other comprehensive income and accumulated in reserves in shareholders’ equity. To the extent that the increase reverses a decrease previously recognized in profit or loss, the increase is first recognized in profit or loss. Decreases that reverse previous increases of the same asset are first recognized in other comprehensive income to the extent of the remaining surplus attributable to the asset; all other decreases are charged to profit or loss.

4.10. Leased assets

Leases are recognized as a right-of-use asset and corresponding liability at the date of which the leased asset is available for use by the Group. Each lease payment is allocated between the liability and finance cost. The finance cost is charged to profit or loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. The right-of-use asset is depreciated over the shorter of the asset’s useful life and the lease term on a straight-line basis.

In determining the lease term, we consider all facts and circumstances that create an economic incentive to exercise an extension option or not exercise a termination option. Extension options (or periods after termination options) are only included in the lease term if the lease is reasonably certain to be extended (or not terminated).

26

BIOCERES GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024 and 2023 and for the years ended June 30, 2024, 2023 and 2022

(Amounts in US$, except otherwise indicated)

Short term leases are recognized on a straight-line basis as an expense in the income statement.

At initial recognition, the right-of-use asset is measured considering the value of the initial measurement of the lease liability; any lease payments made at or before the commencement date, less any lease incentives; and any initial direct costs incurred by the lessee. After initial recognition, the right-of-use assets are measured at cost, less any accumulated depreciation and/or impairment losses, and adjusted for any re-measurement of the lease liability. Depreciation of the right-of-use asset is calculated using the straight-line method over the estimated duration of the lease contract.

The lease liability is initially measured at the present value of the lease payments that are not paid at such date, including variable lease payments that depend on an index or rate, initially measured using the index or rate as of the commencement date; amounts expected to be payable by the lessee under residual value guarantees; the exercise price of a purchase option if the lessee is reasonably certain to exercise that option; payments of penalties for terminating the lease, if the lease term reflects the lessee exercising an option to terminate the lease; and fixed payments, less any lease incentives receivable. After the commencement date, we measure the lease liability by increasing the carrying amount to reflect interest on the lease liability; reducing the carrying amount to reflect lease payments made; and re-measuring the carrying amount to reflect any reassessment or lease modifications.

The above-mentioned inputs for the valuation of the right of use assets and lease liabilities including the determination of the contracts within the scope of the standard, the contract term ant interest rate used in the discounted cash flow involved a management’s estimations.

4.11. Intangible assets

a) Externally acquired intangible assets

Externally acquired intangible assets are initially recognized at acquisition date fair value (which is considered as their cost). After initial recognition, those assets are measured at cost less accumulated amortization and accumulated impairment losses.

Intangible assets acquired from third parties have an estimated useful life as follows (in years):

Software: 3 years

Trademarks and patents: 5 years

Certification ISO Standards: 3 years

Useful lives and amortization methods are reviewed every year as required by IAS 38.

Estimates

To value acquired intangible assets, valuation techniques generally accepted in the market are applied, based mainly on the revenue approach (such as excess earnings, relief from royalty, and with or without), considering the characteristics of the assets to be valued and available information to estimate their acquisition date fair value. Application of these valuation techniques requires the use of several assumptions related to future cash flows and the discount rate.

27

BIOCERES GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024 and 2023 and for the years ended June 30, 2024, 2023 and 2022

(Amounts in US$, except otherwise indicated)

b) Internally generated intangible assets (development costs)

Expenditure on internally developed products is capitalized if it can be demonstrated that:

| - | It is technically feasible to develop the product for it to be sold;

| - | Adequate resources are available to complete the development;

| - | There is an intention to complete and sell the product;

| - | The Group is able to sell the product;

| - | Sale of the product will generate future economic benefits; and

| - | Expenditure on the project can be measured reliably.

Development expenditure not satisfying the above criteria and expenditure on the research phase of internal projects are recognized in the consolidated statement of profit or loss and other comprehensive income as incurred (Note 8.3).

Capitalized development costs are amortized using the straight-line method over the periods the Group expects to benefit from selling the products developed (Note 7.8).

Useful lives and amortization methods are reviewed every year as required by IAS 38.

The research and development process can be divided into several discrete steps or phases, which generally begin with discovery, validation and development and end with regulatory approval and commercial launch. The process for developing seed traits is relatively similar for both GM and non-GM traits. However, the two differ significantly in later phases of development. For example, obtaining regulatory approval for GM seeds is a far more comprehensive and lengthy process than for non-GM seeds. Although breeding programs and industrial biotechnology solutions may have shorter or simpler phases than those described below, the Group has used the industry consensus for seed-trait development phases to characterize its technology portfolios, which is generally divided into the following six phases:

i) Discovery: The first phase in the technology development process is the discovery or identification of candidate genes or genetic systems, metabolites, or microorganisms potentially capable of enhancing specified plant characteristics or enabling an agro-industrial biotech solution.

ii) Proof of concept: Upon successful validation of the technologies in model systems (in vitro or in vivo), promising technologies graduate from discovery and are advanced to the proof of concept phase. The goal of this phase is to validate a technology within the targeted organism before moving forward with technology escalation activities or extensive field validation.

iii) Early development: In this phase, field tests commenced in the proof of concept phase are expanded to evaluate various permutations of a technology in multiple geographies and growing cycles, as well as other characteristics in order to optimize the technology’s performance in the targeted organisms. The goal of the early development phase is to identify the best mode of use of a technology to define its performance concept.

iv) Advanced development and deregulation: In this phase, extensive field tests are used to demonstrate the effectiveness of the technology for its intended purpose. In the case of GM traits, the process of obtaining regulatory approvals from government authorities is also initiated during this phase, and tests are performed to evaluate the potential environmental impact of modified plants. For solutions involving microbial fermentation, industrial-scale runs are conducted.

v) Pre-launch: This phase involves finalizing the regulatory approval process and preparing for the launch and commercialization of the technology. The range of activities in this phase includes seed increases, pre-commercial production, and product and solution testing with selected customers. Usually, a more detailed marketing strategy and preparation of marketing materials occur during this phase.

28

BIOCERES GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024 and 2023 and for the years ended June 30, 2024, 2023 and 2022

(Amounts in US$, except otherwise indicated)

vi) Product launch: In general, this phase, which is the last milestone of the research and development process, is carried out by the Group, the joint ventures and/or the Group’s technology licensees. When technology is commercialized through the joint ventures or technology licensees, a successful product launch will trigger royalty payments to the Group, which are generally calculated as a percentage of the net sales realized by the technology and captured upon commercialization.

Demonstrability of technical feasibility generally occurs when the project reaches the “advanced development and deregulation” phase because at this stage success is considered to be probable.

c) Intangible assets acquired in a business combination

Intangible assets acquired in a business combination and recognized separately from goodwill are initially recognized at acquisition date fair value (which is considered as their cost). After initial recognition, those assets are measured at cost less accumulated amortization and accumulated impairment losses in the same manner as intangible assets acquired separately.

Intangible assets acquired in a business combination have an estimated useful life as follows (in years):

Product development: 5 – 15 years

Trademarks: 20 years

Customer loyalty: 14 - 26 years

Estimates

To value intangible assets acquired from a business combination, valuation techniques generally accepted in the market were applied, based mainly on the revenue approach (such as excess earnings, relief from royalty, and with or without), considering the characteristics of the assets to be valued and available information to estimate their acquisition date fair value. Application of these valuation techniques requires the use of several assumptions related to future cash flows and the discount rate.

4.12. Investment properties

Investment properties shall be measured initially at its cost. The cost of a purchased investment property comprises its purchase price and any directly attributable expenditure. Directly attributable expenditure includes, for example, professional fees for legal services, property transfer taxes and other transaction costs.

In the measurement after initial recognition, the Group has chosen the cost model for all investment property.

4.13. Borrowings

The Group measures its borrowings at initial recognition at fair value and, subsequently, are measured at amortized cost using the effective interest rate method.

Borrowing costs, either generic or specific, attributable to the acquisition, construction or production of assets that necessarily take a substantial period of time to get ready for their intended use or sale (qualifying assets) are included in the cost of the assets until the moment that they are substantially ready for use or sale. Income earned on the temporary investments of funds generated in specific borrowings still pending use in the qualifying assets, are deducted from the total of financing costs potentially eligible for capitalization.

All other loan costs are recognized under financial costs, through profit and loss.

29

BIOCERES GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024 and 2023 and for the years ended June 30, 2024, 2023 and 2022

(Amounts in US$, except otherwise indicated)

4.14. Convertibles notes

The Convertible notes were classified as compound instruments, a non-derivative financial instrument that contains both a liability and an equity component. The equity component was measured as the residual amount that results from deducting the fair value of the liability component from the initial carrying amount of the instrument. The fair value of the consideration of the liability component was measured first at the fair value of a similar liability (including any embedded non-equity derivative features, such as an issuer’s call option to redeem the bond early) that does not have any associated equity conversion option.

The Group considers that if the instrument meets the ‘fixed for fixed’ condition, as the strike price is pre-determined at inception and only varies over time, and it is therefore classified as equity. As regards to the mandatory conversion feature, as it is a contingent settlement provision, the Group decided to measure the liability component at initial recognition, based on its best estimate of the present value of the redemption amount and allocated the residual to the equity component.

4.15. Employee benefits

Employee benefits are expected to be settled wholly within 12 months after the end of the reporting period and are presented as current liabilities.

The accounting policies related to incentive payments based on shares are detailed in Note 4.22.

4.16. Provisions

The Group has recognized provisions for liabilities of uncertain timing or amount. The provision is measured at the best estimate of the expenditure required to settle the obligation at the end of the reporting period, discounted at a pre-tax rate reflecting current market assessments of the time value of money and risks specific to the liability.

4.17. Change in ownership interest in subsidiaries without change of control

Transactions with non-controlling interest that do not result in a loss of control are accounted for as equity transactions - i.e., as transactions with the owners in their capacity as owners. The recorded value corresponds to the difference between the fair value of the consideration paid and/or received and the relevant share acquired and/or transferred of the carrying value of the net assets of the subsidiary.

4.18. Revenue recognition

Revenue is recognized when control has been transferred to the buyer. Transfers of control vary depending on the individual terms of the sales contract. Revenues are recognized when control of the products has been transferred, which generally means that the products have been delivered to the customer and there is no unfulfilled obligation that could affect a customer’s acceptance of the products. Generally, acceptance occurs upon shipment or delivery, but ultimately depends on the terms of the underlying contracts. The customer is then invoiced at the agreed-upon price with the usual payment terms for each geographical region. Those payment terms do not contain a significant financing component.

The timing of performance sometimes differs from the timing that the associated consideration is received from the customer, thus resulting in the recognition of a contract asset or contract liability. We recognize a contract liability if the customer’s payment of consideration is received prior to completion of our related performance obligation.

As a part of our customary business practices, we offer a number of sales incentives to our customers, including volume discounts, retailer incentives, prepayment options and other product rebates. For all such contracts that include any variable consideration, we estimate the amount of variable consideration that should be included in the transaction price utilizing either the expected value method or the most likely amount method, depending on the nature of the variable consideration. Variable consideration is included in the transaction price if, in our judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. Although determining the transaction price for consideration requires significant judgment, we have meaningful historical experience with incentives provided to customers and estimate the expected consideration in view of historical patterns of incentive payouts. These estimates are reassessed each reporting period.

30

BIOCERES GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024 and 2023 and for the years ended June 30, 2024, 2023 and 2022

(Amounts in US$, except otherwise indicated)

We also offer an assurance warranty, which gives customers a refund or exchange right in the case the delivered product does not conform to specifications. Replacement products are accounted for under the warranty guidance if the customer exchanges one product for another of the same type, quality, and price. We have significant experience with historical return patterns and use this experience to include returns in the estimate of transaction price.

With respect to services, we mainly provide R&D and seed treatment services. Revenue associated with services is recognized by reference to the stage of completion of the transaction at the end of the reporting period. Each of the services to be provided has a detailed work plan in which all activities to be rendered are listed. The stage of completion for services is determined in accordance with the execution of the performed tasks listed in the respective work plan. The level of execution of such services is provided by our technical experts, who provide information relating to the transfer of goods or services. We have no material revenue for services that cannot be reliably estimated.

Revenue for usage-based royalties relating to licensed intellectual property rights is recognized at the later of when the performance obligation is satisfied and when a sale or use occurs.

Typically, our average payment terms range from 130 to 160 days at a consolidated level. Longer terms may be granted in limited circumstances; however, the effects of such sales are not material to our consolidated financial statements. Those payment terms do not contain a significant financing component.

4.19. Government grants

Government grants are recognized where there is reasonable assurance that the grant will be received and all attached conditions will be complied with. When the grant relates to an expense item, it is recognized as income on a systematic basis over the periods that the related costs, for which it is intended to compensate, are expensed. When the grant relates to an asset, it is recognized as income in equal amounts over the expected useful life of the related asset. Management elected this accounting policy because the Group determined it better shows the financial effect of government grants in the consolidated financial statements.

When the Group receives grants of non-monetary assets, the asset and the grant are recorded at nominal amounts and released to profit or loss over the expected useful life of the asset.

The difference between the money obtained under government loans at subsidized rates and the carrying amount of those loans is treated as a government grant, in accordance with IAS 20.

4.20. Income tax

Deferred tax assets and liabilities are recognized where the carrying amount of an asset or liability in the Consolidated statement of financial position differs from its tax base, except for differences arising on:

| - | The initial recognition of goodwill;

| - | The initial recognition of an asset or liability in a transaction which is not a business combination and at the time of the transaction affects neither accounting or taxable profit; and

| - | Investments in subsidiaries and jointly controlled entities where the Group is able to control the timing of the reversal of the difference and it is probable that the difference will not reverse in the foreseeable future.

31

BIOCERES GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024 and 2023 and for the years ended June 30, 2024, 2023 and 2022

(Amounts in US$, except otherwise indicated)

Recognition of deferred tax assets is restricted to those instances where it is probable that taxable profit will be available against which the difference can be utilized.

The amount of the asset or liability is determined using tax rates that have been enacted or substantively enacted by the end of the reporting period and are expected to apply when the deferred tax liabilities / (assets) are settled / (recovered).

Deferred tax assets and liabilities are offset when the Group has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority on either:

| - | The same taxable entity within the Group, or

| - | Different entities within the Group which intend either to settle current tax assets and liabilities on a net basis, or to realize the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax assets or liabilities are expected to be settled or recovered.

4.21. Share-based payments

Certain executives and directors of the Group were granted incentives in the form of shares and options to purchase shares as consideration for services.

The cost of these share-based transactions is determined based on their fair value at the date upon which such incentives are granted using a valuation model that is appropriate in the circumstances.

This cost is recognized as an expense together with an increase in equity throughout the period in which the service or performance conditions are satisfied (i.e., the vesting period). The accumulated expense recorded in connection with these transactions at the end of each year until the vesting date reflects the time elapsed between the vesting period and Management’s best estimate of the number of equity instruments that will vest. The charge to income/loss for the period represents the variation in the accumulated expense recorded between the beginning and the end of the year.

Non-market related service and performance conditions are not taken into account when determining the grant date fair value of the equity instruments, but the probability that the conditions are fulfilled is assessed as part of Management’s best estimate of the number of equity instruments that will vest. Market-related performance conditions are reflected in the grant date fair value. Any other conditions related to equity-settled share-based payment transactions but without a service requirement are considered as non-vesting conditions. Non-vesting conditions are reflected in the fair value of the equity instruments and are charged to income/loss immediately unless there are service and/or performance conditions as well.

No amount is recognized for transactions that will not vest because non-market related performance conditions and/or service conditions were not satisfied. When transactions include market-related conditions or non-vesting conditions, the transactions are considered to be vested, irrespective of whether a market-related condition or the non-vesting condition is satisfied, provided that all the other performance and/or service conditions are met.

When the terms and conditions of an equity-settled share-based payment transaction are modified, the minimum expense recognized is the grant date fair value, unmodified, provided that the original terms have been complied with. An additional expense, measured at the date of modification, is recognized for any modification that increases the total fair value of the share-based payment transaction, or is otherwise beneficial to the employee.

When the transaction is settled by the Group or by the counterparty, any remainder of the fair value is charged to income immediately.

32

BIOCERES GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024 and 2023 and for the years ended June 30, 2024, 2023 and 2022

(Amounts in US$, except otherwise indicated)

The dilutive effect of current options is considered in the calculation of the diluted earnings per share.

Estimates

The estimate of the fair value of equity-settled share-based payment transactions requires a determination to be made of the most adequate option pricing model to apply depending on the terms and conditions of the arrangement. This estimate also requires a determination of those factors most appropriate to the pricing model, including the expected life of the option and the expected volatility of the share price upon the basis of which hypotheses are made. The Group measures the fair value of these transactions at the grant date applying the Black-Scholes formula adjusted to consider the possible dilutive effect of the future exercise of the share options granted on their estimated fair value at grant date, as established in paragraph B41 of IFRS 2. The hypotheses used for the estimate of the fair value of these transactions are disclosed in Note 16 and will not necessarily take place in the future.

5. CRITICAL ACCOUNTING JUDGMENTS AND ESTIMATES

The Group makes certain estimates and assumptions regarding the future. Estimates and judgments are continually evaluated based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. In the future, actual experience may differ from these estimates and assumptions. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are listed below.

Critical judgements

| - | De facto control over BIOX Corp (Note 2).

Critical estimates

| - | Impairment of goodwill (Notes 4.7).

| - | Impairment testing of intangible assets not yet available for use or with indefinite useful lives.

| - | Identification and fair value of identifiable intangible assets arising in acquisitions

6. ACQUISITIONS AND OTHER SIGNIFICANT TRANSACTIONS

Pro Farm Group, Inc

On July 12, 2022, BIOX announced the closing of the merger (the “Pro Farm Merger”) with Pro Farm Group, Inc. (formerly Marrone Bio Innovations Inc.), pursuant to the Agreement and Plan of Merger (the “Merger Agreement”) dated March 16, 2022, among us, BCS Merger Sub, Inc., a wholly owned subsidiary of BIOX, and Pro Farm Group, Inc. Upon the closing of the Pro Farm Merger, Pro Farm Group, Inc. became a wholly owned subsidiary of BIOX and each share of Pro Farm Group, Inc. common stock was exchanged for our ordinary shares at a fixed exchange ratio of 0.088.

Pro Farm Group, Inc. leads the movement to environmentally sustainable farming practices through the discovery, development and sale of innovative biological products for crop protection, crop health and crop nutrition. The company’s commercial products are sold globally and supported by more than 343 patents and patent applications. Pro Farm Group, Inc. develops novel, environmentally sound solutions for agriculture using proprietary technologies to isolate and screen naturally occurring microorganisms and plant extracts.

The combined company has a diverse customer base, product portfolio and geographic reach across a wide range of crops, positioned to serve the massive market opportunity emerging from the bio-reduction and replacement of chemical ag inputs. The merger combines our expertise in bio nutrition and seed care products with Pro Farm Group’s leadership in the development of biological crop protection and plant health solutions, creating a global leader in the development and commercialization of sustainable agricultural solutions.

33

BIOCERES GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024 and 2023 and for the years ended June 30, 2024, 2023 and 2022

(Amounts in US$, except otherwise indicated)

The consideration of payment was measured at fair value, which was calculated as the sum of the acquisition-date fair values of the assets transferred, and the liabilities incurred.

Consideration of payment (amounts in thousands of dollars):

Shares issued |  |  | 154,795 |
Assumed RSU & Stock options |  |  | 1,620 |
Cash payment |  |  | 29 |
Total consideration |  |  | 156,444 |

Assets acquired and liabilities assumed (amounts in thousands of dollars):

Net assets incorporated |  |  |
Cash and cash equivalents |  |  | 4,402 |
Trade receivables |  |  | 6,855 |
Other receivables |  |  | 1,423 |
Inventories |  |  | 11,183 |
Property, plant and equipment |  |  | 12,607 |
Right of use assets, net |  |  | 3,005 |
Intangible assets |  |  | 17,766 |
Restricted cash |  |  | 1,560 |
Other assets |  |  | 683 |
Trade and other payables |  |  | (22,653 | )
Lease liabilities |  |  | (3,245 | )
Borrowings |  |  | (25,586 | )
Other liabilities |  |  | (857 | )
Revaluation of existing assets |  |  |  |
Property, plant and equipment |  |  | 494 |
Intangible assets |  |  | 79,053 |
Deferred tax |  |  | (6,336 | )
Total net assets identified |  |  | 80,354 |
Goodwill |  |  | 76,090 |
Total consideration |  |  | 156,444 |

Goodwill is not expected to be deductible for tax purposes.

The amounts of revenue and net profit of the acquiree since the merger date included in the consolidated statement of comprehensive income for the year ended June 30, 2023, were $42.3 million and $5.4 million, respectively.

The pro forma revenue and net profit of the combined entity for the year ended June 30, 2023 as though the date for the merger had been as of the beginning of the reporting period amount to $42.6 million and $3.1 million, respectively.

34

BIOCERES GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024 and 2023 and for the years ended June 30, 2024, 2023 and 2022

(Amounts in US$, except otherwise indicated)

Syngenta Seedcare Agreement

On September 12, 2022, BIOX entered into a ten-year Exclusive Global Distribution Agreement with Syngenta Crop Protection AG (“Syngenta”), pursuant to which Syngenta will be the exclusive global distributor of certain of our biological solutions for seed care applications (the “Agreement”). Products included within the scope of the Agreement include nitrogen-fixing Rhizobia seed treatment solutions (inoculants), and other biological seed and soil treatment solutions. We have retained global rights for the use of products for HB4® crops; and, in the United States, Syngenta rights are non-exclusive for upstream applications. Pro Farm’s biological solutions are not included within the scope of the Agreement. On October 6, 2022, Syngenta made an upfront payment of $50 million as consideration under the Agreement. Concurrently with the Agreement, we entered into an R&D Collaboration Agreement and a Supply Agreement with Syngenta, which are discussed below.

The exclusive commercial collaboration is applicable for all countries, except for Argentina where both parties will continue to work under the existing framework. The Agreement is effective as of January 1, 2023, but its implementation was staggered as we continued distributing our products in certain countries during calendar year 2023. Syngenta will cover all operating expenses incurred in connection with marketing and sales in the exclusive territory.

In addition, concurrently with the Agreement, BIOX entered into a Supply Agreement with Syngenta, whereby we act as the exclusive supplier of the products under the Agreement. The manufactured products will be purchased by Syngenta at a price equivalent to the production cost plus a profit margin, to be agreed upon by the parties in compliance with applicable laws. Consequently, for purposes of complying with transfer pricing regulations, the price to be paid will be a price equivalent to market conditions for an exclusive supply agreement and Syngenta will determine the resale price for end-customers.

Further, BIOX entered into an R&D Collaboration Agreement that establishes a joint R&D program to accelerate the global development and registration of our products pipeline and new solutions for seed treatment, foliar and other applications. Except for “late development products” (as defined in the Agreement) which will be funded by us, funding of the R&D program will be shared between Syngenta and us, with Syngenta contributing up to 70% of the investment. The R&D Collaboration Agreement falls within the provisions of IFRS 11, as a joint operation agreement, based on the contractual rights and obligations of each party. We recognize our direct right to and share of any jointly held or incurred: assets, liabilities, revenues and expenses. The R&D activities relating to “late development products,” the cost of which will be funded by us, are within the scope of IFRS 15.

In accordance with IFRS 15, we have determined three performance obligations which are distinct from each other: (i) licensing of intellectual property rights; (ii) manufacturing; and (iii) R&D services. The license, the manufacturing and R&D services are not inputs to a combined item and they are separately identifiable. Syngenta can benefit from the license together with readily available resources other than the manufacturing and R&D services. The manufacturing process used to produce the products and R&D services are not unique or specialized and several other entities can also manufacture the product and provide the services to Syngenta.

(i) Licensing of biological intellectual property rights

We identified a right to use license of intellectual property rights, which relates to biological products, such as patents, inventions, information, data (including registration data), know-how, among others. The license granted has significant independent functionality and it is not expected that we will undertake activities that significantly affect the intellectual property to which Syngenta has rights, and Syngenta will benefit from such intellectual property rights, as available, from the effective date.

To determine the suitable method for estimating the standalone selling price of the license, we considered that the license has no observable price. Therefore, we determined that the residual approach should be applied as the standalone selling price for the license is highly uncertain. We have not yet licensed such rights to other third parties and have not yet established a price for such license. The residual approach involves estimating a standalone selling price for the remaining goods or services by deducting from the total transaction price the sum of the estimated or observable standalone selling prices of other goods and services in the contract. The standalone selling price for the license was estimated based on the residual approach given that the remaining good and services in the Agreement are sold at estimated or observable standalone selling prices.

35

BIOCERES GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024 and 2023 and for the years ended June 30, 2024, 2023 and 2022

(Amounts in US$, except otherwise indicated)

Furthermore, the intellectual property license, pursuant to which we have assigned the right of use intellectual property rights, has a variable consideration component, which is calculated as 30% to 50% (depending on the years and territories) of the gross margin (calculated as revenue that Syngenta obtains from the commercialization of biological products, less the cost of sale of such biological products).

The transaction price includes fixed and variable consideration components. The fixed consideration amounts to $48.6 million (from the upfront fee mentioned above) and relates to the stand-alone selling price of the license, and the variable consideration corresponds to 30% to 50% of the gross profits from the sale of licensed products.

As a right-of-use license, revenue is recognized when Syngenta has the right to use and benefit from such license. The amount of the upfront fee calculated in consideration for the transfer of the promised license was recognized according to the relevant territories. $32.9 million was recognized as revenue in January 2023 relating to the countries where Syngenta may use the license for existing products, and $15.7 million related to the remaining territories was recognized as revenue in January 2024. We estimated the split based on gross margin projections for the products in the relevant territories.

For the variable consideration component, we will apply the exception for sales-based royalties. Sales-based royalties are recognized when the sale occurs. We use information periodically provided by Syngenta for our estimates.

(ii) Manufacturing

This performance obligation is satisfied at a point in time when control of the products is transferred to Syngenta. This performance obligation includes the right to use the commercial name of the products and is remunerated as part of the sale of such products. Syngenta may only use our trademark when selling our products pursuant to the Exclusive Global Distribution Agreement.

(iii) R&D Services

We recognize revenue by reference to the stage of completion of R&D services at the end of the reporting period that is determined by our staff and is previously agreed with Syngenta. The stage of completion for services is determined according to the execution of the performed tasks listed in the respective service work plan. Each service has a detailed technical work plan which lists all activities and tasks to be performed.

The Agreement has a “Clawback” clause, pursuant to which we shall pay a penalty to Syngenta, in the event of certain breaches or events. The termination events that would trigger the payment of a penalty are under our control as they relate to our unilateral decision to terminate the Exclusive Global Distribution Agreement or a decision to sell our biological products business. Considering that there is no past event that would trigger the recognition of a liability, and that such decisions are under our control, no accounting impact has been recognized for such clauses.

36

BIOCERES GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024 and 2023 and for the years ended June 30, 2024, 2023 and 2022

(Amounts in US$, except otherwise indicated)

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 |

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.

37

BIOCERES GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024 and 2023 and for the years ended June 30, 2024, 2023 and 2022

(Amounts in US$, except otherwise indicated)

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.

Intragroup reorganization

On August 18, 2021, the Board of Directors of the Company approved an intragroup reorganization (the “Reorganization”) involving the Company and several other entities within the Bioceres Group. The reorganization was executed through a series of steps referred to as the “Steps Plan Bioceres S.A. Reorganization” (the “Steps Plan”).

Bioceres Group PLC (“PLC” or “the company”) is a public limited company incorporated, domiciled, and registered in England and Wales under the “Companies Act 2006” created on April 3, 2021 as a wholly owned subsidiary of Bioceres S.A. The primary activity of PLC is investing in biotechnology-related projects and assets, as well as technologies associated with the food, agriculture, and health industries. (“Step 1 SPA”). As part of the Steps Plan, on August 18, 2021, Bioceres S.A (“BSA”) and the company entered into a share purchase agreement pursuant to which the Company purchased from Bioceres S.A (“Step 2 SPA”) the following businesses:

Name of Company |  | Percentage of total issued share capital of the relevant Company |
Bioceres Tech Services LLC |  |  | 100 | %
BG Farming Technologies Limited |  |  | 80 | %
Heritas Corp. |  |  | 40 | %

The consideration for the Step 2 SPA was $11,272,920, to be paid in three years after the signing date (i.e., August 18, 2021) with an annual interest rate of 5.5 % (“Step 2 Loan”).

On August 25, 2021, the company and THEO I SCSp, a special limited partnership incorporated in the Grand Duchy of Luxembourg, 100% owned by the Company (“Theo”), entered into a share purchase agreement pursuant to which Theo purchase from the company (“Step 3 SPA”) the following businesses:

Name of Company |  | Percentage of total issued share capital of the relevant Company |  |  | Allocated Consideration
BG Farming Technologies Limited |  |  | 80 | % |  | 2,300,000 units
Heritas Corp. |  |  | 40 | % |  | 128,497 units

The acquisition was completed through the issuance of interest in Theo (Units) representing an amount of $ 2,431,600.

On September 2, 2021, Bioceres LLC (“LLC”) and the company entered into a share purchase agreement pursuant to which the company purchased from LLC (the “Step 4 SPA”) 24.9% of equity interest of Bioceres S.A., valued at $52,134,723, and assumed financial liabilities for $32,097,525. The difference between the value of the business acquired and liabilities assumed of $20,037,198, is to be paid in three years as from the signing date (i.e., September 2, 2021) with an annual interest rate of 5.5 % (“Step 4 Loan”)-

On October 4, 2021, Bioceres LLC (“LLC”) and the Company entered into a share purchase agreement pursuant to which the Company purchased from LLC (the “Step 4 SPA”) 1,000,000 shares of Bioceres Crop Solutions Corp. The consideration for the Step 4 SPA was $13,310,000, to be paid in three years after the signing date (i.e., October 4, 2021) with an annual interest rate of 5.5 %.

38

BIOCERES GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024 and 2023 and for the years ended June 30, 2024, 2023 and 2022

(Amounts in US$, except otherwise indicated)

On October 4, 2021, the Company and THEO I SCSp, entered into an agreement (the “Subscription Agreement”) in which the company subscribes to Units in kind for a total amount equal to 1,000,000 ordinary shares of Bioceres Crop Solutions Corp. The consideration for the Step 4 SPA was $13,301,000.

As part of the reorganization, Bioceres Group offered to exchange the entire issued share capital of Bioceres S.A. on a 1 to 1 share exchange for PLC shares (“the exchange”) for a period of one year commencing on January 1, 2022.

As a result of the exchange, as of June 30, 2022, Bioceres Group held 16,148,562 shares of common stock with a face value of AR$ 1 representing approximately 54.83% of the issued share capital of Bioceres S.A. As of that date, Bioceres Group acquired control of Bioceres S.A. As of June 30, 2024 and 2023 the Company held an equity interest of 79,72% and 73.47% respectively on Bioceres S.A.

Accounting Treatment

The transaction is an intragroup reorganization between Bioceres S.A. (the originator), Bioceres Group PLC and other companies within the same economic group, performed in a series of steps, as described above.

The ultimate objective of the Reorganization is that Bioceres PLC, a newly created entity as detailed in Step 1 above, takes control of Bioceres S.A. and its subsidiaries, including the acquisition of certain other businesses (Step 3 above).

The shareholders of Bioceres S.A. prior to the Reorganizations, as well as those of PLC are predominantly individuals who did not, and do not, individually or collectively, have control over those entities. Consequently, there was no ultimate controlling party in Bioceres S.A. before the Reorganization or in PLC after it.

Through the Exchange explained above, PLC, becomes the parent company of the group (“TopCo”), no new shareholders were incorporated in such exchange.

Given that there is no controlling party over Bioceres S.A. and PLC before and after the Reorganization, respectively: such transaction does not meet the definition of a Business Combination Under Common Control, as it is not a business combination in which all combining entities are ultimately controlled by the same party or parties, both before and after the business combination.

It is important to note that, although the Exchange was not contractually committed, the substance and economic intent of the transaction was to place PLC at the top of the existing group structure, as occurred in June 2022. There is no specific guidance in IFRS 3 when a new entity, is placed on top of an existing group as a result of a corporate reorganization, where there is no economic substance or results passed on to third parties in the corporate transactions carried out, and the TopCo is not controlled by one or more shareholders. Therefore, management needs to apply judgment to develop an accounting policy that provides relevant and reliable information in accordance with IAS 8.

| ● | Management determined that the Reorganization should be accounted for using the predecessor accounting, explained in Note 4.6.

| ● | The Company is reflecting the operations of Bioceres S.A in its consolidated statement of comprehensive income and consolidated statement of cash flows for the year ended June 30. 2022, reflecting the corresponding non-controlling interest for such period.

39

BIOCERES GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024 and 2023 and for the years ended June 30, 2024, 2023 and 2022

(Amounts in US$, except otherwise indicated)

7. INFORMATION ABOUT COMPONENTS OF CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

7.1 Cash and cash equivalents

|  | 06/30/2024 |  |  | 06/30/2023 |
Cash at bank and on hand |  |  | 27,210,070 |  |  |  | 48,418,060 |
Mutual funds |  |  | 25,784,795 |  |  |  | 846,960 |
|  |  | 52,994,865 |  |  |  | 49,265,020 |

7.2 Other financial assets

|  | 06/30/2024 |  |  | 06/30/2023 |
Current |  |  |  |  |  |
Restricted short-term deposits |  | - |  |  | 212,703 |
Investments at fair value |  |  | 2,191,286 |  |  |  | - |
US Treasury bills |  |  | - |  |  |  | 9,163,298 |
Mutual funds |  |  | 6,658,805 |  |  |  | 7,594,276 |
Other investments |  |  | 5,817,516 |  |  |  | 2,858,737 |
|  |  | 14,667,607 |  |  |  | 19,829,014 |
Non-current |  |  |  |  |  |  |  |
Mutual funds |  |  | 190,080 |  |  |  | 274 |
Investments at fair value |  |  | 437 |  |  |  | 1,552 |
|  |  | 190,517 |  |  |  | 1,826 |

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

7.3 Trade receivables

|  | 06/30/2024 |  |  | 06/30/2023 |
Current |  |  |  |  |  |
Trade debtors |  |  | 205,490,518 |  |  |  | 160,761,923 |
Allowance for impairment of trade debtors (Note 7.17) |  |  | (7,050,280 | ) |  |  | (7,425,604 | )
Shareholders and other related parties (Note 17) |  |  | 37 |  |  |  | - |
Allowance for credit notes to be issued |  |  | (2,905,624 | ) |  |  | (3,694,019 | )
Trade debtors - Joint ventures and associates (Note 17) |  |  | 2,176,622 |  |  |  | 1,743,245 |
Deferred checks |  |  | 11,295,922 |  |  |  | 7,991,237 |
|  |  | 209,007,195 |  |  |  | 159,376,782 |

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

40

BIOCERES GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024 and 2023 and for the years ended June 30, 2024, 2023 and 2022

(Amounts in US$, except otherwise indicated)

7.4 Other receivables

|  | 06/30/2024 |  |  | 06/30/2023 |
Current |  |  |  |  |  |
Taxes |  |  | 5,475,685 |  |  |  | 6,561,545 |
Insurance to be accrued |  |  | 1,595,319 |  |  |  | 1,302,856 |
Other receivables - Joint ventures and associates (Note 17) |  |  | 12,162,870 |  |  |  | 16,508,303 |
Prepayments to suppliers |  |  | 7,236,905 |  |  |  | 10,989,935 |
Shareholders and other related parties (Note 17) |  |  | 47,348 |  |  |  | 19,049 |
Government grants receivable |  |  | 608 |  |  |  | 2,160 |
Reimbursements over exports |  |  | - |  |  |  | 10,558 |
Prepaid expenses and other receivables |  |  | 3,736,808 |  |  |  | 61,686 |
Loans receivables |  |  | 1,800,572 |  |  |  | 68,274 |
Miscellaneous |  |  | 2,601,268 |  |  |  | 2,673,090 |
|  |  | 34,657,383 |  |  |  | 38,197,456 |
Non-current |  |  |  |  |  |  |  |
Taxes |  |  | 752,045 |  |  |  | 617,107 |
Expenses paid in advance |  |  | - |  |  |  | 152,315 |
Other receivables |  |  | 230,000 |  |  |  | - |
Reimbursements over exports |  |  | 1,461,042 |  |  |  | 1,290,213 |
Other receivables - Joint ventures and associates (Note 17) |  |  | 25,423,142 |  |  |  | 5,963,088 |
Miscellaneous |  |  | 20,805 |  |  |  | - |
|  |  | 27,887,034 |  |  |  | 8,022,723 |

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

7.5 Inventories

|  | 06/30/2024 |  |  | 06/30/2023 |
Seeds |  |  | 5,967,231 |  |  |  | 1,542,159 |
Resale products |  |  | 53,788,333 |  |  |  | 58,544,931 |
Manufactured products |  |  | 26,081,250 |  |  |  | 25,881,761 |
Goods in transit |  |  | 5,618,540 |  |  |  | 3,620,606 |
Supplies |  |  | 22,546,093 |  |  |  | 24,903,828 |
Agricultural products |  |  | 15,015,884 |  |  |  | 28,436,830 |
Allowance for obsolescence (Note 7.17) |  |  | (3,087,563 | ) |  |  | (2,492,499 | )
|  |  | 125,929,768 |  |  |  | 140,437,616 |
Net of agricultural products |  |  | 110,913,884 |  |  |  | 112,000,786 |

The roll-forward of allowance for obsolescence is in Note 7.18. Inventories recognized as an expense during the years ended June 30, 2024 and 2023 amounted to $255.6 and $200.2 million respectively. Those expenses were included in cost of sales.

41

BIOCERES GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024 and 2023 and for the years ended June 30, 2024, 2023 and 2022

(Amounts in US$, except otherwise indicated)

7.6 Biological assets

Changes in Biological assets:

|  | Soybean |  |  | Corn |  |  | Wheat |  |  | Barley |  |  | Sunflower |  |  | Total |
Beginning of the year |  |  | - |  |  |  | - |  |  |  | 87,785 |  |  |  | 59,057 |  |  |  | - |  |  |  | 146,842 |
Initial recognition and changes in the fair value of biological assets at the point of harvest |  |  | (352,199 | ) |  |  | (32,674 | ) |  |  | 231,526 |  |  |  | 106,605 |  |  |  | 996 |  |  |  | (45,746 | )
Costs incurred during the year |  |  | 1,423,732 |  |  |  | 792,235 |  |  |  | 220,679 |  |  |  | 73,452 |  |  |  | 137,680 |  |  |  | 2,647,778 |
Decrease due to harvest/disposals |  |  | (1,071,533 | ) |  |  | (759,561 | ) |  |  | (319,308 | ) |  |  | (165,662 | ) |  |  | (138,676 | ) |  |  | (2,454,740 | )
Year ended June 30, 2024 |  |  | - |  |  |  | - |  |  |  | 220,682 |  |  |  | 73,452 |  |  |  | - |  |  |  | 294,134 |

|  | Soybean |  |  | Corn |  |  | Wheat |  |  | Barley |  |  | Sunflower |  |  | Total |
Beginning of the year |  |  | - |  |  |  | - |  |  |  | 44,413 |  |  |  | 12,900 |  |  |  | - |  |  |  | 57,313 |
Initial recognition and changes in the fair value of biological assets at the point of harvest |  |  | 147,553 |  |  |  | 55,348 |  |  |  | 191,481 |  |  |  | 159,996 |  |  |  | 56,176 |  |  |  | 610,554 |
Costs incurred during the year |  |  | 986,505 |  |  |  | 721,294 |  |  |  | 477,102 |  |  |  | 185,360 |  |  |  | 83,651 |  |  |  | 2,453,912 |
Decrease due to harvest/disposals |  |  | (1,134,058 | ) |  |  | (776,642 | ) |  |  | (625,211 | ) |  |  | (299,199 | ) |  |  | (139,827 | ) |  |  | (2,974,937 | )
Year ended June 30, 2023 |  |  | - |  |  |  | - |  |  |  | 87,785 |  |  |  | 59,057 |  |  |  | - |  |  |  | 146,842 |

7.7 Property, plant and equipment

Property, plant and equipment as of June 30, 2024 and 2023, included the following:

Class |  | Net carrying amount 06/30/2023 |  |  | Additions |  |  | Reclassification from Investment properties |  |  | Disposals |  |  | Depreciation of the year |  |  | Foreign currency translation |  |  | Loss of control (*) |  |  | Net carrying amount 06/30/2024 |
Research instruments |  |  | 66,131 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (66,131 | ) |  |  | - |
Office equipment |  |  | 360,575 |  |  |  | 238,679 |  |  |  | - |  |  |  | - |  |  |  | (81,507 | ) |  |  | (13,324 | ) |  |  | (473 | ) |  |  | 503,950 |
Vehicles |  |  | 2,053,263 |  |  |  | 1,077,988 |  |  |  | - |  |  |  | (1,677 | ) |  |  | (908,040 | ) |  |  | (775 | ) |  |  | (28,132 | ) |  |  | 2,192,627 |
Equipment and computer software |  |  | 198,364 |  |  |  | 725,706 |  |  |  | - |  |  |  | (8,184 | ) |  |  | (354,379 | ) |  |  | (27,650 | ) |  |  | (5,041 | ) |  |  | 528,816 |
Fixtures and fittings |  |  | 2,925,032 |  |  |  | 731,699 |  |  |  | - |  |  |  | 6,295 |  |  |  | (812,810 | ) |  |  | (1,663 | ) |  |  | (43,477 | ) |  |  | 2,805,076 |
Machinery and equipment |  |  | 14,586,768 |  |  |  | 5,460,655 |  |  |  | - |  |  |  | (154,492 | ) |  |  | (2,661,097 | ) |  |  | (409,769 | ) |  |  | (99,423 | ) |  |  | 16,722,642 |
Land and buildings |  |  | 36,211,957 |  |  |  | 1,835,054 |  |  |  | 3,222,044 |  |  |  | 53,217 |  |  |  | (982,165 | ) |  |  | (595,040 | ) |  |  | - |  |  |  | 39,745,067 |
Buildings in progress |  |  | 11,757,249 |  |  |  | 683,406 |  |  |  | - |  |  |  | (106,421 | ) |  |  | - |  |  |  | (207,757 | ) |  |  | (12,221 | ) |  |  | 12,114,256 |
Total |  |  | 68,159,339 |  |  |  | 10,753,187 |  |  |  | 3,222,044 |  |  |  | (211,262 | ) |  |  | (5,799,998 | ) |  |  | (1,255,978 | ) |  |  | (254,898 | ) |  |  | 74,612,434 |

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

42

BIOCERES GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024 and 2023 and for the years ended June 30, 2024, 2023 and 2022

(Amounts in US$, except otherwise indicated)

Class |  | Net carrying amount 06/30/2022 |  |  | Additions |  |  | Transfers |  |  | Disposals |  |  | Depreciation of the year |  |  | Foreign currency translation |  |  | Revaluation |  |  | Net carrying amount 06/30/2023 |
Research instruments |  |  | 33,841 |  |  |  | 60,449 |  |  |  | - |  |  |  | - |  |  |  | (29,908 | ) |  |  | 1,749 |  |  |  | - |  |  |  | 66,131 |
Office equipment |  |  | 289,294 |  |  |  | 57,835 |  |  |  | 80,421 |  |  |  | (520 | ) |  |  | (72,226 | ) |  |  | 5,771 |  |  |  | - |  |  |  | 360,575 |
Vehicles |  |  | 2,693,397 |  |  |  | 353,886 |  |  |  | - |  |  |  | (20,260 | ) |  |  | (969,256 | ) |  |  | (4,504 | ) |  |  | - |  |  |  | 2,053,263 |
Equipment and computer software |  |  | 260,325 |  |  |  | 127,258 |  |  |  | - |  |  |  | (21,127 | ) |  |  | (171,954 | ) |  |  | 3,862 |  |  |  | - |  |  |  | 198,364 |
Fixtures and fittings |  |  | 3,546,942 |  |  |  | 99,967 |  |  |  | 18,581 |  |  |  | - |  |  |  | (742,647 | ) |  |  | 2,189 |  |  |  | - |  |  |  | 2,925,032 |
Machinery and equipment |  |  | 5,963,428 |  |  |  | 10,581,626 |  |  |  | - |  |  |  | (30,555 | ) |  |  | (2,015,838 | ) |  |  | 88,107 |  |  |  | - |  |  |  | 14,586,768 |
Land and buildings |  |  | 34,240,388 |  |  |  | 4,754,234 |  |  |  | 67,163 |  |  |  | - |  |  |  | (937,098 | ) |  |  | 73,076 |  |  |  | (1,985,806 | ) |  |  | 36,211,957 |
Buildings in progress |  |  | 3,154,393 |  |  |  | 8,483,401 |  |  |  | (166,165 | ) |  |  | - |  |  |  | - |  |  |  | 285,620 |  |  |  | - |  |  |  | 11,757,249 |
Total |  |  | 50,182,008 |  |  |  | 24,518,656 |  |  |  | - |  |  |  | (72,462 | ) |  |  | (4,938,927 | ) |  |  | 455,870 |  |  |  | (1,985,806 | ) |  |  | 68,159,339 |

The depreciation charge is included in Notes 8.3 and 8.4. The Group has no commitments to purchase property, plant and equipment items.

Revaluation of property, plant and equipment

The Group updates frequently their assessment of the fair value of its land and buildings taking into account the most recent independent valuations and market data. Last valuations were performed as of June 30, 2023. Management determined the property, plant and equipment’s value within a range of reasonable fair value estimates.

All resulting fair value estimates for properties are included in level 2 or 3 depending on the methodology used.

The following are the carrying amounts that would have been recognized if land and building were stated at cost.

|  | Value at cost |
Class of property |  | 06/30/2024 |  |  | 06/30/2023 |
Land and buildings |  | 27,876,636 |  |  | 21,161,294 |

43

BIOCERES GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024 and 2023 and for the years ended June 30, 2024, 2023 and 2022

(Amounts in US$, except otherwise indicated)

7.8 Intangible assets

Intangible assets as of June 30, 2024 and 2023 included the following:

Class |  | Net carrying amount 06/30/2023 |  |  | Additions |  |  | Additions from business combinations/ (disposals from loss of control)(*) |  |  | Transfers/ Disposals |  |  | Amortization of the year |  |  | Foreign currency translation |  |  | Net carrying amount 06/30/2024 |
Seed and integrated products |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Alfalfa Genuity Har Xstra |  |  | 419,061 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 18,968 |  |  |  | 438,029 |
Bacillus-PHAs |  |  | 1,089,536 |  |  |  | - |  |  |  | (1,089,536 | ) |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |
HB4 soy and breeding program |  |  | 31,679,114 |  |  |  | 5,987,247 |  |  |  | - |  |  |  | - |  |  |  | (2,091,992 | ) |  |  | - |  |  |  | 35,574,369 |
Integrated seed products |  |  | 2,841,008 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (191,559 | ) |  |  | 32,377 |  |  |  | 2,681,826 |
Crop nutrition |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Microbiological products |  |  | 37,295,460 |  |  |  | - |  |  |  | - |  |  |  | 7,610,115 |  |  |  | (3,718,326 | ) |  |  | - |  |  |  | 41,187,249 |
Microbiological products in progress |  |  | 12,213,341 |  |  |  | 5,869,084 |  |  |  | - |  |  |  | (7,610,115 | ) |  |  | - |  |  |  | (19,449 | ) |  |  | 10,452,861 |
Other intangible assets |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | - |  |  |  |  |
Trademarks and patents |  |  | 51,933,444 |  |  |  | 44,073 |  |  |  | - |  |  |  | - |  |  |  | (670,514 | ) |  |  | 9,857 |  |  |  | 51,316,860 |
Trademarks and patents with indefinite useful life |  |  | 7,827,309 |  |  |  | - |  |  |  | 2,217,985 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 10,045,294 |
Software |  |  | 1,638,752 |  |  |  | 585,313 |  |  |  | - |  |  |  | 276,128 |  |  |  | (1,369,379 | ) |  |  | (11,320 | ) |  |  | 1,119,494 |
Software in progress |  |  | 349,171 |  |  |  | 507,685 |  |  |  | - |  |  |  | (276,128 | ) |  |  | - |  |  |  | - |  |  |  | 580,728 |
Customer loyalty |  |  | 23,006,023 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (4,071,453 | ) |  |  | - |  |  |  | 18,934,570 |
RG/RS/OX Wheat |  |  | 5,000,000 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 5,000,000 |
Total |  |  | 175,292,219 |  |  |  | 12,993,402 |  |  |  | 1,128,449 |  |  |  | - |  |  |  | (12,113,223 | ) |  |  | 30,433 |  |  |  | 177,331,280 |

| (*) | USD 1,089,768 correspond to the loss of control of Inmet S.A.

Class |  | Net carrying amount 06/30/2022 |  |  | Additions |  |  | Additions from business combinations/ Disposals from loss of control |  |  | Transfers/ Disposals |  |  | Amortization of the year |  |  | Foreign currency translation |  |  | Net carrying amount 06/30/2023 |
Seed and integrated products |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Alfalfa Genuity Har Xstra |  |  | 398,468 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 20,593 |  |  |  | 419,061 |
Bacillus-PHAs |  |  | 920,991 |  |  |  | 120,949 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 47,596 |  |  |  | 1,089,536 |
HB4 soy and breeding program |  |  | 29,803,610 |  |  |  | 3,585,694 |  |  |  | - |  |  |  | - |  |  |  | (1,710,190 | ) |  |  | - |  |  |  | 31,679,114 |
Integrated seed products |  |  | 3,148,037 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (345,682 | ) |  |  | 38,653 |  |  |  | 2,841,008 |
Crop nutrition |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Microbiological products |  |  | 558,027 |  |  |  | 128,161 |  |  |  | 39,613,280 |  |  |  | 62,785 |  |  |  | (3,073,154 | ) |  |  | 6,361 |  |  |  | 37,295,460 |
Microbiological products in progress |  |  | 5,234,321 |  |  |  | 7,037,549 |  |  |  | - |  |  |  | (62,785 | ) |  |  | - |  |  |  | 4,256 |  |  |  | 12,213,341 |
Other intangible assets |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Trademarks and patents |  |  | 3,439,732 |  |  |  | 49,748 |  |  |  | 52,420,441 |  |  |  | - |  |  |  | (3,976,477 | ) |  |  | - |  |  |  | 51,933,444 |
Trademarks and patents with indefinite useful life |  |  | 7,827,309 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 7,827,309 |
Software |  |  | 3,682,805 |  |  |  | 105,229 |  |  |  | (1,598,930 | ) |  |  | 29,868 |  |  |  | (582,064 | ) |  |  | 1,844 |  |  |  | 1,638,752 |
Software in progress |  |  | 84,343 |  |  |  | 294,696 |  |  |  | - |  |  |  | (29,868 | ) |  |  | - |  |  |  | - |  |  |  | 349,171 |
Customer loyalty |  |  | 22,537,803 |  |  |  | - |  |  |  | 1,785,237 |  |  |  | - |  |  |  | (1,317,017 | ) |  |  | - |  |  |  | 23,006,023 |
RG/RS/OX Wheat |  |  | 5,000,000 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 5,000,000 |
Total |  |  | 82,635,446 |  |  |  | 11,322,026 |  |  |  | 92,220,028 |  |  |  | - |  |  |  | (11,004,584 | ) |  |  | 119,303 |  |  |  | 175,292,219 |

The amortization charge is included in Notes 8.3 and 8.4.

44

BIOCERES GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024 and 2023 and for the years ended June 30, 2024, 2023 and 2022

(Amounts in US$, except otherwise indicated)

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.

7.9 Goodwill

|  | 06/30/2024 |  |  | 06/30/2023 |
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 |

The Group is required to test whether goodwill has suffered any impairment on an annual basis. The recoverable amount is determined based on value in use calculations. The use of this method requires the estimation of future cash flows and the determination of a discount rate in order to calculate the present value of the cash flows.

Rizobacter CGU. This CGU is composed of all revenues collected through Rizobacter from the production and sale of proprietary and third-party products, both in the domestic and international markets. Additionally, Rizobacter generates revenue from the formulation, fragmentation and resale of third-party products.

Bioceres Crops CGU. This CGU is composed of the expected revenues from the commercialization of intensive R&D products that previously were allocated on the equity participation.

Insuagro CGU. This CGU is composed of all revenues collected through Insuagro from the production and sale of proprietary and third-party products, both in the domestic markets.

Pro Farm Group Inc CGU. This CGU is composed of all revenues collected through Pro Farm from the production and sale of proprietary and third-party products, both in the domestic and international markets.

45

BIOCERES GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024 and 2023 and for the years ended June 30, 2024, 2023 and 2022

(Amounts in US$, except otherwise indicated)

Management has made the estimates considering the cash flow projections projected by the management and third-party valuation reports on the assets, intangible assets and liabilities assumed. The key assumptions utilized are the following:

Key assumption | Management’s approach
Discount rate | The discount rate used ranges was 15.30 % for Rizobacter, Bioceres Crops, and Insuagro and 9.9 % for Pro Farm. The weighted average cost of capital (“WACC”) rate has been estimated based on the market capital structure. For the cost of debt, the indebtedness cost of the CGUs was used. For the cost of equity, the discount rate is estimated based on the Capital Asset Pricing Model (CAPM). The value assigned is consistent with external sources of information.
Budgeted market share of joint ventures and other customers | The projected revenue from the products and services of the CGUs has been estimated by the management based on market penetration data for comparable products and technologies and on future expectations of foreseen economic and market conditions. The value assigned is consistent with external sources of information.
Budgeted product prices | The prices estimated in the revenue projections are based on current and projected market prices for the products and services of the CGUs. The value assigned is consistent with external sources of information.
Growth rate used to extrapolate future cash flow projections to terminal period | The growth rate used to extrapolate the future cash flow projections to terminal period is 2%. The value assigned is consistent with external sources of information.

Management believes that any reasonably possible change in any of these key assumptions would not cause the aggregate carrying amount of the CGU to exceed its recoverable amount.

7.10 Investment properties

|  | 06/30/2024 |  |  | 06/30/2023 |
Investment properties |  |  | 560,783 |  |  |  | 3,589,749 |
|  |  | 560,783 |  |  |  | 3,589,749 |

The decrease for the year is attributed to the reclassification of an investment property to Property, Plant, and Equipment for operational use.

The book value of the investment property does not differ significantly from its fair value.

46

BIOCERES GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024 and 2023 and for the years ended June 30, 2024, 2023 and 2022

(Amounts in US$, except otherwise indicated)

7.11 Trade and other payables

|  | 06/30/2024 |  |  | 06/30/2023 |
Current |  |  |  |  |  |
Trade creditors |  |  | 108,922,112 |  |  |  | 104,947,888 |
Shareholders and other related parties (Note 17) |  |  | 37,985 |  |  |  | 35,292 |
Trade creditors - Joint ventures and associates (Note 17) |  |  | 52,778,206 |  |  |  | 41,479,606 |
Taxes |  |  | 5,877,930 |  |  |  | 3,579,193 |
Miscellaneous |  |  | 1,321,303 |  |  |  | 1,478,325 |
|  |  | 168,937,536 |  |  |  | 151,520,304 |

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

7.12 Borrowings

|  | 06/30/2024 |  |  | 06/30/2023 |
Current |  |  |  |  |  |
Bank borrowings |  |  | 94,711,273 |  |  |  | 68,600,458 |
Corporate bonds |  |  | 42,035,925 |  |  |  | 35,547,510 |
Net loans payables- Joint ventures and associates (Note 17) |  |  | 1,860,058 |  |  |  | 1,854,680 |
Financial borrowings |  |  | 95,903,495 |  |  |  | 73,997,959 |
|  |  | 234,510,751 |  |  |  | 180,000,607 |
Non-current |  |  |  |  |  |  |  |
Bank borrowings |  |  | 17,033,059 |  |  |  | - |
Corporate bonds |  |  | 25,071,823 |  |  |  | 50,007,680 |
Financial borrowings |  |  | 85,143,423 |  |  |  | 91,774,754 |
Other finance debt |  |  | - |  |  |  | 10,663,266 |
|  |  | 127,248,305 |  |  |  | 152,445,700 |

The carrying value of some borrowings as of June 30, 2024 and 2023, 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.

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.

|  | 06/30/2024 |  |  | 06/30/2023 |
|  | Amortized Cost |  |  | Fair value |  |  | Amortized Cost |  |  | Fair value |
Current |  |  |  |  |  |  |  |  |  |  |  |
Bank borrowings |  |  | 94,711,273 |  |  |  | 93,301,194 |  |  |  | 68,600,458 |  |  |  | 64,505,601 |
Corporate bonds |  |  | 42,035,925 |  |  |  | 41,492,963 |  |  |  | 35,547,510 |  |  |  | 34,725,828 |
Financial borrowings |  |  | 95,903,495 |  |  |  | 95,480,681 |  |  |  | 73,997,959 |  |  |  | 73,795,070 |
Non current |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Bank borrowings |  |  | 17,033,059 |  |  |  | 12,206,794 |  |  |  | - |  |  |  | - |
Corporate bonds |  |  | 25,071,823 |  |  |  | 23,845,583 |  |  |  | 50,007,680 |  |  |  | 47,014,542 |
Financial borrowings |  |  | 85,143,423 |  |  |  | 81,120,125 |  |  |  | 91,774,754 |  |  |  | 90,644,569 |

47

BIOCERES GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024 and 2023 and for the years ended June 30, 2024, 2023 and 2022

(Amounts in US$, except otherwise indicated)

7.13 Secured Notes

Secured Guaranteed Notes

The Secured Guaranteed Notes due 2026 mature 48 months after the issue date and bear interest at 9.0% from the issue date through 24 months after the issue date, 13.0% from 25 through 36 months after the issue date and 14.0% from 37 through 48 months after the issue date. Interest is payable semi-annually. The Secured Guaranteed Notes due 2026 have no conversion rights into our ordinary shares.

The carrying value the Secured Guaranteed Notes as of June 30, 2024 are measured at amortized cost. Its fair value based on discounted cash flows, using a fair interest rate, would amount to $25.7 million.

Secured Convertible Guaranteed Notes

The Secured Guaranteed Convertible Notes were issued for a total principal amount of $55 million. The notes have a 4- year maturity and accrue interest at an annual interest rate of 9%, of which 5% is payable in cash and 4% in-kind. At any time up to maturity the note holders might opt to convert the outstanding principal amount into common shares of BIOX at a strike price of $18 per share. BIOX can repurchase the notes voluntarily 30 months after the issue date.

At inception, the fair value of the liability component of the Secured Convertible Guaranteed Notes was measured using a discount rate of 13.57%.

The carrying value the Secured Convertible Guaranteed Notes as of June 30, 2024 are measured at amortized cost. Its fair value based on discounted cash flows, using a fair interest rate, would amount to $53.4 million.

Under the terms of the Secured Convertible Guaranteed Notes, the Group is in compliance with covenants.

7.14 Employee benefits and social security

|  | 06/30/2024 |  |  | 06/30/2023 |
Current |  |  |  |  |  |
Salaries, accrued incentives, vacations and social security |  |  | 7,280,129 |  |  |  | 9,660,531 |
Key management personnel (Note 17) |  |  | 226,702 |  |  |  | 290,331 |
|  |  | 7,506,831 |  |  |  | 9,950,862 |

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

7.15 Deferred revenue and advances from customers

|  | 06/30/2024 |  |  | 06/30/2023 |
Current |  |  |  |  |  |
Advances from customers |  |  | 3,335,740 |  |  |  | 9,233,766 |
Deferred revenue (Note 6) |  |  | 589,061 |  |  |  | 15,659,630 |
|  |  | 3,924,801 |  |  |  | 24,893,396 |
Non current |  |  |  |  |  |  |  |
Advances from customers |  |  | 52,511 |  |  |  | 620,893 |
Deferred revenue (Note 6) |  |  | 1,872,627 |  |  |  | 1,436,912 |
|  |  | 1,925,138 |  |  |  | 2,057,805 |

48

BIOCERES GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024 and 2023 and for the years ended June 30, 2024, 2023 and 2022

(Amounts in US$, except otherwise indicated)

7.16 Provisions

|  | 06/30/2024 |  |  | 06/30/2023 |
Conditional payment Rizobacter SA |  |  | 15,916,116 |  |  |  | 15,916,116 |
Provisions for contingencies |  |  | 1,568,599 |  |  |  | 985,657 |
|  |  | 17,484,715 |  |  |  | 16,901,773 |

The Group has recorded a provision for probable administrative, judicial and out-of-court proceedings that could arise in the ordinary course of business, based on a prudent criterion according to its professional advisors and on Management’s assessment of the best estimate of the amount of possible claims. These potential claims are not likely to have a material impact on the results of the Group’s operations, its cash flow or financial position.

Management considers that the objective evidence is not enough to determine the date of the eventual cash outflow due to a lack of experience in any similar cases. However, the provision was classified under current or non-current liabilities, applying the best prudent criterion based on Management’s estimates.

There are no expected reimbursements related to the provisions.

In order to assess the need for provisions and disclosures in its consolidated financial statements, Management considers the following factors: (i) nature of the claim and potential level of damages in the jurisdiction in which the claim has been brought; (ii) the progress of the eventual case; (iii) the opinions or views of tax and legal advisers; (iv) experience in similar cases; and (v) any decision of the Group’s management as to how it will respond to the eventual claim.

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.

7.17 Changes in allowances and provisions

Item |  | 06/30/2023 |  |  | Additions |  |  | Additions from business combination |  |  | Uses and reversals |  |  | Currency conversion difference |  |  | 06/30/2024 |
DEDUCTED FROM ASSETS |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Allowance for impairment of trade debtors |  |  | 7,425,604 |  |  |  | 753,428 |  |  |  | - |  |  |  | (777,558 | ) |  |  | (351,194 | ) |  |  | 7,050,280 |
Allowance for obsolescence |  |  | 2,492,499 |  |  |  | 586,515 |  |  |  | - |  |  |  | (69,582 | ) |  |  | 78,131 |  |  |  | 3,087,563 |
Total deducted from assets |  |  | 9,918,103 |  |  |  | 1,339,943 |  |  |  | - |  |  |  | (847,140 | ) |  |  | (273,063 | ) |  |  | 10,137,843 |
INCLUDED IN LIABILITIES |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Provisions for contingencies |  |  | 16,901,773 |  |  |  | 653,574 |  |  |  | 355,898 |  |  |  | (393,073 | ) |  |  | (33,457 | ) |  |  | 17,484,715 |
Total included in liabilities |  |  | 16,901,773 |  |  |  | 653,574 |  |  |  | 355,898 |  |  |  | (393,073 | ) |  |  | (33,457 | ) |  |  | 17,484,715 |
Total |  |  | 26,819,876 |  |  |  | 1,993,517 |  |  |  | 355,898 |  |  |  | (1,240,213 | ) |  |  | (306,520 | ) |  |  | 27,622,558 |

49

BIOCERES GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024 and 2023 and for the years ended June 30, 2024, 2023 and 2022

(Amounts in US$, except otherwise indicated)

Item |  | 06/30/2022 |  |  | Additions |  |  | Additions from business combination |  |  | Uses and reversals |  |  | Currency conversion difference |  |  | 06/30/2023 |
DEDUCTED FROM ASSETS |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Allowance for impairment of trade debtors |  |  | 7,142,252 |  |  |  | 1,327,385 |  |  |  | - |  |  |  | (1,797,648 | ) |  |  | 753,615 |  |  |  | 7,425,604 |
Allowance for obsolescence |  |  | 1,104,750 |  |  |  | 1,066,777 |  |  |  | 531,232 |  |  |  | (690,503 | ) |  |  | 480,243 |  |  |  | 2,492,499 |
Total deducted from assets |  |  | 8,247,002 |  |  |  | 2,394,162 |  |  |  | 531,232 |  |  |  | (2,488,151 | ) |  |  | 1,233,858 |  |  |  | 9,918,103 |
INCLUDED IN LIABILITIES |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Provisions for contingencies |  |  | 16,674,115 |  |  |  | 239,292 |  |  |  | 393,073 |  |  |  | - |  |  |  | (404,707 | ) |  |  | 16,901,773 |
Total included in liabilities |  |  | 16,674,115 |  |  |  | 239,292 |  |  |  | 393,073 |  |  |  | - |  |  |  | (404,707 | ) |  |  | 16,901,773 |
Total |  |  | 24,921,117 |  |  |  | 2,633,454 |  |  |  | 924,305 |  |  |  | (2,488,151 | ) |  |  | 829,151 |  |  |  | 26,819,876 |

7.18 Government Grants

|  | 06/30/2024 |  |  | 06/30/2023 |
At of the beginning of the year/inception |  |  | 349,998 |  |  |  | 443,089 |
(Loss of control) / business combination (*) |  |  | (157,043 | ) |  |  | - |
Received during the year |  |  | - |  |  |  | 9,825 |
Currency conversion difference |  |  | 9,001 |  |  |  | (9,407 | )
Released to the statement of profit or loss |  |  | (197,519 | ) |  |  | (93,509 | )
At the end of the year |  |  | 4,437 |  |  |  | 349,998 |

| (*) | Correspond to the loss of control of Inmet S.A

8. INFORMATION ABOUT COMPONENT OF CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

8.1 Revenue from contracts with customers

|  | 06/30/2024 |  |  | 06/30/2023 |  |  | 06/30/2022 |
Sale of goods and services |  |  | 444,149,141 |  |  |  | 385,976,753 |  |  |  | 327,314,464 |
Royalties |  |  | 986,602 |  |  |  | 1,247,567 |  |  |  | 1,995,584 |
Rendering of services with related parties |  |  | 952,742 |  |  |  | 739,651 |  |  |  | 207,074 |
Right of use licenses |  |  | 20,287,845 |  |  |  | 32,903,458 |  |  |  | - |
|  |  | 466,376,330 |  |  |  | 420,867,429 |  |  |  | 329,517,122 |

Transactions of sales of goods and services with joint ventures and with shareholders and other related parties are reported in Note 17.

50

BIOCERES GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024 and 2023 and for the years ended June 30, 2024, 2023 and 2022

(Amounts in US$, except otherwise indicated)

8.2 Cost of sales

Item |  | 06/30/2024 |  |  | 06/30/2023 |  |  | 06/30/2022 |
Inventories as of the beginning of the year |  |  | 112,000,786 |  |  |  | 78,775,003 |  |  |  | 39,068,318 |
Business combination |  |  | 4,020,771 |  |  |  | 11,182,602 |  |  |  | - |
Purchases of the year |  |  | 249,648,267 |  |  |  | 233,465,488 |  |  |  | 229,990,487 |
Production costs |  |  | 25,819,152 |  |  |  | 23,234,862 |  |  |  | 15,764,012 |
Foreign currency translation |  |  | (1,206,764 | ) |  |  | 806,903 |  |  |  | 2,323,554 |
Subtotal |  |  | 390,282,212 |  |  |  | 347,464,858 |  |  |  | 287,146,371 |
Inventories as of the end of the year (*) |  |  | (110,913,884 | ) |  |  | (112,000,786 | ) |  |  | (78,775,003 | )
Cost of sales |  |  | 279,368,328 |  |  |  | 235,464,072 |  |  |  | 208,371,368 |

| (*) | Net of agricultural products

8.3 R&D classified by nature

|  | Research and development expenses |
Item |  | 06/30/2024 |  |  | 06/30/2023 |  |  | 06/30/2022 |
Amortization of intangible assets |  |  | 5,923,389 |  |  |  | 4,804,768 |  |  |  | 2,348,822 |
Analysis and storage |  |  | 5,302 |  |  |  | 52,660 |  |  |  | 31,214 |
Commissions and royalties |  |  | - |  |  |  | 16,257 |  |  |  | 57,662 |
Import and export expenses |  |  | - |  |  |  | 855 |  |  |  | - |
Depreciation of leased assets |  |  | - |  |  |  | 68,321 |  |  |  | 36,426 |
Depreciation of property, plant and equipment |  |  | 618,627 |  |  |  | 637,734 |  |  |  | 491,877 |
Freight and haulage |  |  | 30,450 |  |  |  | 17,707 |  |  |  | 377 |
Employee benefits and social securities |  |  | 4,727,340 |  |  |  | 4,781,678 |  |  |  | 2,003,216 |
Insurance |  |  | 48,872 |  |  |  | 78,673 |  |  |  | 12,541 |
Energy and fuel |  |  | 8,101 |  |  |  | 111,481 |  |  |  | 59,170 |
Maintenance |  |  | 283,895 |  |  |  | 475,868 |  |  |  | 111,833 |
Supplies and materials |  |  | 2,361,380 |  |  |  | 3,078,403 |  |  |  | 1,579,157 |
Licenses & Patents |  |  | 67,188 |  |  |  | 181,264 |  |  |  | 178,659 |
Mobility and travel |  |  | 205,741 |  |  |  | 245,875 |  |  |  | 145,730 |
Publicity and advertising |  |  | 23,383 |  |  |  | - |  |  |  | - |
Systems expenses |  |  | 29,026 |  |  |  | 31,410 |  |  |  | 5,833 |
Vehicles expenses |  |  | 30,883 |  |  |  | 8,252 |  |  |  | 5,863 |
Share-based incentives |  |  | 510,162 |  |  |  | 136,754 |  |  |  | 48,934 |
Surveillance expenses |  |  | - |  |  |  | 11,145 |  |  |  | 13,460 |
Professional fees and outsourced services |  |  | 1,325,361 |  |  |  | 550,585 |  |  |  | 204,081 |
Professional fees related parties |  |  | 256,877 |  |  |  | 542,551 |  |  |  | - |
Office supplies |  |  | 696,760 |  |  |  | 111,618 |  |  |  | 32,830 |
Miscellaneous |  |  | 269,750 |  |  |  | 128 |  |  |  | 11,256 |
Total |  |  | 17,422,487 |  |  |  | 15,943,987 |  |  |  | 7,378,941 |

|  | 06/30/2024 |  |  | 06/30/2023 |  |  | 06/30/2022 |
R&D capitalized (Note 7.8) |  |  | 11,856,331 |  |  |  | 10,753,047 |  |  |  | 5,149,684 |
R&D profit and loss |  |  | 17,422,487 |  |  |  | 15,943,987 |  |  |  | 7,378,941 |
Total |  |  | 29,278,818 |  |  |  | 26,697,034 |  |  |  | 12,528,625 |

51

BIOCERES GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024 and 2023 and for the years ended June 30, 2024, 2023 and 2022

(Amounts in US$, except otherwise indicated)

8.4 Expenses classified by nature and function

Item |  | Production and services costs |  |  | Selling, general and administrative expenses |  |  | Total 06/30/2024 |
Amortization of intangible assets |  |  | 239,545 |  |  |  | 5,950,289 |  |  |  | 6,189,834 |
Analysis and storage |  |  | 598 |  |  |  | 160,133 |  |  |  | 160,731 |
Commissions and royalties |  |  | 217,000 |  |  |  | 1,745,169 |  |  |  | 1,962,169 |
Import and export expenses |  |  | 147,392 |  |  |  | 734,026 |  |  |  | 881,418 |
Depreciation of property, plant and equipment |  |  | 3,018,014 |  |  |  | 2,163,357 |  |  |  | 5,181,371 |
Impairment of receivables |  |  | - |  |  |  | 753,428 |  |  |  | 753,428 |
Freight and haulage |  |  | 282,936 |  |  |  | 10,438,823 |  |  |  | 10,721,759 |
Logistics |  |  | 644,974 |  |  |  | 1,392,386 |  |  |  | 2,037,360 |
Employee benefits and social securities |  |  | 11,162,207 |  |  |  | 38,799,972 |  |  |  | 49,962,179 |
Taxes |  |  | 285,791 |  |  |  | 14,442,557 |  |  |  | 14,728,348 |
Maintenance |  |  | 2,074,352 |  |  |  | 1,666,524 |  |  |  | 3,740,876 |
Energy and fuel |  |  | 997,066 |  |  |  | 514,422 |  |  |  | 1,511,488 |
Supplies and materials |  |  | 1,031,386 |  |  |  | 3,520,386 |  |  |  | 4,551,772 |
Mobility and travel |  |  | 143,046 |  |  |  | 4,391,952 |  |  |  | 4,534,998 |
Allowance for obsolescence |  |  | 581,804 |  |  |  | 4,711 |  |  |  | 586,515 |
Publicity and advertising |  |  | 233 |  |  |  | 5,065,506 |  |  |  | 5,065,739 |
Systems expenses |  |  | 35,526 |  |  |  | 3,857,779 |  |  |  | 3,893,305 |
Vehicles expenses |  |  | 59,764 |  |  |  | 925,186 |  |  |  | 984,950 |
Share-based incentives |  |  | - |  |  |  | 8,781,821 |  |  |  | 8,781,821 |
Share-based incentives for employees |  |  | 1,111,919 |  |  |  | 3,795,578 |  |  |  | 4,907,497 |
Surveillance expenses |  |  | 368 |  |  |  | 468,090 |  |  |  | 468,458 |
Professional fees and outsourced services |  |  | 189,090 |  |  |  | 9,131,891 |  |  |  | 9,320,981 |
Professional fees related parties (Note 17) |  |  | - |  |  |  | 243,827 |  |  |  | 243,827 |
Office supplies |  |  | 242,790 |  |  |  | 1,743,957 |  |  |  | 1,986,747 |
Insurance |  |  | 199,109 |  |  |  | 2,133,572 |  |  |  | 2,332,681 |
Depreciation of leased assets |  |  | 1,312,849 |  |  |  | 2,106,107 |  |  |  | 3,418,956 |
Contingencies |  |  | 66,682 |  |  |  | 586,892 |  |  |  | 653,574 |
Environmental Impact Treatment |  |  | 1,770,857 |  |  |  | 14,208 |  |  |  | 1,785,065 |
Miscellaneous |  |  | 3,854 |  |  |  | 808,273 |  |  |  | 812,127 |
Total |  |  | 25,819,152 |  |  |  | 126,340,822 |  |  |  | 152,159,974 |

52

BIOCERES GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024 and 2023 and for the years ended June 30, 2024, 2023 and 2022

(Amounts in US$, except otherwise indicated)

Item |  | Production and services costs |  |  | Selling, general and administrative expenses |  |  | Total 06/30/2023 |
Amortization of intangible assets |  |  | 173,032 |  |  |  | 6,026,784 |  |  |  | 6,199,816 |
Analysis and storage |  |  | 4,496 |  |  |  | 700,671 |  |  |  | 705,167 |
Commissions and royalties |  |  | 127,771 |  |  |  | 1,396,750 |  |  |  | 1,524,521 |
Import and export expenses |  |  | 150,402 |  |  |  | 794,561 |  |  |  | 944,963 |
Depreciation of property, plant and equipment |  |  | 2,161,236 |  |  |  | 2,139,957 |  |  |  | 4,301,193 |
Impairment of receivables |  |  | - |  |  |  | 1,327,385 |  |  |  | 1,327,385 |
Freight and haulage |  |  | 1,176,141 |  |  |  | 8,685,111 |  |  |  | 9,861,252 |
Logistics |  |  | 1,251,155 |  |  |  | 961,027 |  |  |  | 2,212,182 |
Employee benefits and social securities |  |  | 10,033,252 |  |  |  | 39,593,472 |  |  |  | 49,626,724 |
Taxes |  |  | 255,227 |  |  |  | 12,001,149 |  |  |  | 12,256,376 |
Maintenance |  |  | 1,157,887 |  |  |  | 956,916 |  |  |  | 2,114,803 |
Energy and fuel |  |  | 967,412 |  |  |  | 397,305 |  |  |  | 1,364,717 |
Supplies and materials |  |  | 1,075,909 |  |  |  | 1,048,056 |  |  |  | 2,123,965 |
Mobility and travel |  |  | 90,848 |  |  |  | 4,310,521 |  |  |  | 4,401,369 |
Allowance for obsolescence |  |  | 1,012,788 |  |  |  | 53,989 |  |  |  | 1,066,777 |
Publicity and advertising |  |  | 2,528 |  |  |  | 5,775,012 |  |  |  | 5,777,540 |
Systems expenses |  |  | 11,556 |  |  |  | 3,158,735 |  |  |  | 3,170,291 |
Vehicles expenses |  |  | 37,224 |  |  |  | 1,120,802 |  |  |  | 1,158,026 |
Share-based incentives |  |  | - |  |  |  | 114,994 |  |  |  | 114,994 |
Based incentive stock |  |  | - |  |  |  | 1,616,682 |  |  |  | 1,616,682 |
Share-based incentives for employees |  |  | - |  |  |  | 1,661,672 |  |  |  | 1,661,672 |
Surveillance expenses |  |  | 105,988 |  |  |  | 392,631 |  |  |  | 498,619 |
Professional fees and outsourced services |  |  | 100,308 |  |  |  | 13,807,495 |  |  |  | 13,907,803 |
Professional fees related parties (Note 17) |  |  | - |  |  |  | 196,101 |  |  |  | 196,101 |
Office supplies |  |  | 229,500 |  |  |  | 976,350 |  |  |  | 1,205,850 |
Insurance |  |  | 230,388 |  |  |  | 3,137,598 |  |  |  | 3,367,986 |
Licenses & Patents |  |  | - |  |  |  | 37,015 |  |  |  | 37,015 |
Depreciation of leased assets |  |  | 468,524 |  |  |  | 3,029,049 |  |  |  | 3,497,573 |
Contingencies |  |  | - |  |  |  | 239,292 |  |  |  | 239,292 |
Environmental Impact Treatment |  |  | 2,369,838 |  |  |  | - |  |  |  | 2,369,838 |
Miscellaneous |  |  | 41,452 |  |  |  | 874,192 |  |  |  | 915,644 |
Total |  |  | 23,234,862 |  |  |  | 116,531,274 |  |  |  | 139,766,136 |

53

BIOCERES GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024 and 2023 and for the years ended June 30, 2024, 2023 and 2022

(Amounts in US$, except otherwise indicated)

Item |  | Production and services costs |  |  | Selling, general and administrative expenses |  |  | Total 06/30/2022 |
Import and export expenses |  |  | 241,301 |  |  |  | 851,384 |  |  |  | 1,092,685 |
Depreciation of property, plant and equipment |  |  | 1,243,606 |  |  |  | 2,131,854 |  |  |  | 3,375,460 |
Freight and haulage |  |  | 277,414 |  |  |  | 8,848,545 |  |  |  | 9,125,959 |
Employee benefits and social securities |  |  | 7,756,683 |  |  |  | 24,290,768 |  |  |  | 32,047,451 |
Taxes |  |  | 47,296 |  |  |  | 11,147,347 |  |  |  | 11,194,643 |
Supplies and materials |  |  | 774,816 |  |  |  | 2,103,889 |  |  |  | 2,878,705 |
Systems expenses |  |  | 1,002 |  |  |  | 1,916,997 |  |  |  | 1,917,999 |
Professional fees and outsourced services |  |  | 62,097 |  |  |  | 11,296,699 |  |  |  | 11,358,796 |
Professional fees related parties (Note 14) |  |  | - |  |  |  | 222,331 |  |  |  | 222,331 |
Office supplies |  |  | 197,033 |  |  |  | 1,121,827 |  |  |  | 1,318,860 |
Insurance |  |  | 99,001 |  |  |  | 1,669,271 |  |  |  | 1,768,272 |
Amortization of intangible assets |  |  | 177,782 |  |  |  | 1,700,853 |  |  |  | 1,878,635 |
Depreciation of leased assets |  |  | 249,230 |  |  |  | 971,882 |  |  |  | 1,221,112 |
Energy and fuel |  |  | 555,066 |  |  |  | 53,146 |  |  |  | 608,212 |
Commissions and royalties |  |  | 165,013 |  |  |  | 1,661,984 |  |  |  | 1,826,997 |
Contingencies |  |  | - |  |  |  | 330,754 |  |  |  | 330,754 |
Impairment of receivables |  |  | - |  |  |  | 1,598,042 |  |  |  | 1,598,042 |
Surveillance expenses |  |  | 119,619 |  |  |  | 213,614 |  |  |  | 333,233 |
Vehicles expenses |  |  | 29,810 |  |  |  | 797,345 |  |  |  | 827,155 |
Share-based incentives |  |  | - |  |  |  | 725,674 |  |  |  | 725,674 |
Based incentive stock |  |  | - |  |  |  | 733,551 |  |  |  | 733,551 |
Maintenance |  |  | 899,790 |  |  |  | 732,361 |  |  |  | 1,632,151 |
Mobility and travel |  |  | 60,326 |  |  |  | 2,503,444 |  |  |  | 2,563,770 |
Publicity and advertising |  |  | - |  |  |  | 5,548,646 |  |  |  | 5,548,646 |
Allowance for obsolescence |  |  | 849,641 |  |  |  | - |  |  |  | 849,641 |
Logistics |  |  | 654,189 |  |  |  | 680,190 |  |  |  | 1,334,379 |
Environmental Impact Treatment |  |  | 1,301,911 |  |  |  | - |  |  |  | 1,301,911 |
Miscellaneous |  |  | 1,386 |  |  |  | 484,500 |  |  |  | 485,886 |
Total |  |  | 15,764,012 |  |  |  | 84,336,898 |  |  |  | 100,100,910 |

54

BIOCERES GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024 and 2023 and for the years ended June 30, 2024, 2023 and 2022

(Amounts in US$, except otherwise indicated)

8.5 Finance results

|  | 06/30/2024 |  |  | 06/30/2023 |  |  | 06/30/2022 |
Financial cost |  |  |  |  |  |  |  |  |
Interest expenses with related parties |  |  | 135,485 |  |  |  | - |  |  |  | - |
Interest expenses |  |  | (35,783,901 | ) |  |  | (30,569,478 | ) |  |  | (19,689,635 | )
Financial commissions |  |  | (1,850,252 | ) |  |  | (3,007,154 | ) |  |  | (3,072,792 | )
|  |  | (37,498,668 | ) |  |  | (33,576,632 | ) |  |  | (22,762,427 | )
Other financial results |  |  |  |  |  |  |  |  |  |  |  |
Exchange differences generated by assets |  |  | (7,519,875 | ) |  |  | (19,758,444 | ) |  |  | 33,413,927 |
Exchange differences generated by liabilities |  |  | (20,499,620 | ) |  |  | (3,886,408 | ) |  |  | (51,206,853 | )
Changes in fair value of financial assets or liabilities and other financial results |  |  | (10,455,775 | ) |  |  | (341,341 | ) |  |  | 5,436,247 |
Net gain of inflation effect on monetary items |  |  | 28,730,804 |  |  |  | 10,311,437 |  |  |  | 565,780 |
|  |  | (9,744,466 | ) |  |  | (13,674,756 | ) |  |  | (11,790,899 | )
Total net financial cost |  |  | (47,243,134 | ) |  |  | (47,251,388 | ) |  |  | (34,553,326 | )

9. TAXATION

The balances of income tax recoverable and payable are as follows:

|  | 06/30/2024 |  |  | 06/30/2023 |
Deferred tax assets |  |  |  |  |  |
Tax Loss-Carry Forward |  |  | 26,988,067 |  |  |  | 21,215,789 |
Others financial assets |  |  | 813,780 |  |  |  | 1,336,260 |
Others |  |  | 2,516,719 |  |  |  | 3,402,846 |
Royalties |  |  | 764,888 |  |  |  | 723,082 |
Trade receivables |  |  | 532,106 |  |  |  | 447,449 |
Allowances |  |  | 942,587 |  |  |  | 1,213,899 |
Government grants |  |  | 15,090 |  |  |  | 93,996 |
Total deferred tax assets |  |  | 32,573,237 |  |  |  | 28,433,321 |
Deferred tax liabilities |  |  |  |  |  |  |  |
Intangible assets |  |  | (28,444,095 | ) |  |  | (29,117,986 | )
Property, plant and equipment depreciation |  |  | (14,608,912 | ) |  |  | (13,678,341 | )
Inventories |  |  | (8,041,220 | ) |  |  | (6,461,576 | )
Others financial assets |  |  | (464,404 | ) |  |  | (2,154,504 | )
Right-of-use leased asset |  |  | (190,088 | ) |  |  | (120,442 | )
Inflation tax adjustment |  |  | (302,456 | ) |  |  | (1,131,895 | )
Others |  |  | (546,277 | ) |  |  | (607,722 | )
Total deferred tax liabilities |  |  | (52,597,452 | ) |  |  | (53,272,466 | )
Net deferred tax |  |  | (20,024,215 | ) |  |  | (24,839,145 | )

55

BIOCERES GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024 and 2023 and for the years ended June 30, 2024, 2023 and 2022

(Amounts in US$, except otherwise indicated)

The roll forward of deferred tax assets and liabilities as of June 30, 2024, 2023, and 2022 are as follows:

|  | Balance 06/30/2023 |  |  | Business combination / (loss) of control |  |  | Income tax provision |  |  | Conversion difference |  |  | Charge to OCI |  |  | Balance 06/30/2024 |
Deferred tax assets |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Tax Loss-Carry Forward |  |  | 21,215,789 |  |  |  | (62,585 | ) |  |  | 7,752,424 |  |  |  | (694,718 | ) |  |  | (1,222,843 | ) |  |  | 26,988,067 |
Others financial assets |  |  | 1,336,260 |  |  |  | (2,299 | ) |  |  | (423,116 | ) |  |  | (97,065 | ) |  |  | - |  |  |  | 813,780 |
Trade receivables |  |  | 447,449 |  |  |  | - |  |  |  | 214,734 |  |  |  | (130,077 | ) |  |  | - |  |  |  | 532,106 |
Royalties |  |  | 723,082 |  |  |  | - |  |  |  | 48,310 |  |  |  | (6,504 | ) |  |  | - |  |  |  | 764,888 |
Allowances |  |  | 1,213,899 |  |  |  | - |  |  |  | (221,106 | ) |  |  | (50,206 | ) |  |  | - |  |  |  | 942,587 |
Government grants |  |  | 93,996 |  |  |  | (39,261 | ) |  |  | (42,199 | ) |  |  | 2,554 |  |  |  | - |  |  |  | 15,090 |
Others |  |  | 3,402,846 |  |  |  | 765,384 |  |  |  | (1,651,511 | ) |  |  | - |  |  |  | - |  |  |  | 2,516,719 |
Total deferred tax assets |  |  | 28,433,321 |  |  |  | 661,239 |  |  |  | 5,677,536 |  |  |  | (976,016 | ) |  |  | (1,222,843 | ) |  |  | 32,573,237 |
Deferred tax liabilities |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Intangible assets |  |  | (29,117,986 | ) |  |  | (301,659 | ) |  |  | 867,636 |  |  |  | 107,914 |  |  |  | - |  |  |  | (28,444,095 | )
Property, plant and equipment depreciation |  |  | (13,678,341 | ) |  |  | (174,228 | ) |  |  | (773,812 | ) |  |  | 17,469 |  |  |  | - |  |  |  | (14,608,912 | )
Inventories |  |  | (6,461,576 | ) |  |  | (939,250 | ) |  |  | (640,394 | ) |  |  | - |  |  |  | - |  |  |  | (8,041,220 | )
Others financial assets |  |  | (2,154,504 | ) |  |  | - |  |  |  | 1,690,100 |  |  |  | - |  |  |  | - |  |  |  | (464,404 | )
Right-of-use leased asset |  |  | (120,442 | ) |  |  | (115,495 | ) |  |  | 30,998 |  |  |  | 14,851 |  |  |  | - |  |  |  | (190,088 | )
Inflation tax adjustment |  |  | (1,131,895 | ) |  |  | 10,732 |  |  |  | 827,211 |  |  |  | (8,504 | ) |  |  | - |  |  |  | (302,456 | )
Others |  |  | (607,722 | ) |  |  | - |  |  |  | 111,773 |  |  |  | (50,328 | ) |  |  | - |  |  |  | (546,277 | )
Total deferred tax liabilities |  |  | (53,272,466 | ) |  |  | (1,519,900 | ) |  |  | 2,113,512 |  |  |  | 81,402 |  |  |  | - |  |  |  | (52,597,452 | )
Net deferred tax |  |  | (24,839,145 | ) |  |  | (858,661 | ) |  |  | 7,791,048 |  |  |  | (894,614 | ) |  |  | (1,222,843 | ) |  |  | (20,024,215 | )

|  | Balance 06/30/2022 |  |  | Additions for business combination |  |  | Income tax provision |  |  | Conversion difference |  |  | Charge to OCI |  |  | Transfer of deferred tax assets/liabilities |  |  | Balance 06/30/2023 |
Deferred tax assets |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Tax Loss-Carry Forward |  |  | 7,149,212 |  |  |  | 10,369,053 |  |  |  | 3,972,796 |  |  |  | (222,491 | ) |  |  | (23,244 | ) |  |  | (29,537 | ) |  |  | 21,215,789 |
Others financial assets |  |  | 2,039,957 |  |  |  | - |  |  |  | (708,540 | ) |  |  | 1,127 |  |  |  | - |  |  |  | 3,716 |  |  |  | 1,336,260 |
Trade receivables |  |  | 131,946 |  |  |  | - |  |  |  | 123,114 |  |  |  | 192,389 |  |  |  | - |  |  |  | - |  |  |  | 447,449 |
Royalties |  |  | 5,766 |  |  |  | - |  |  |  | 200,979 |  |  |  | (2,953 | ) |  |  | - |  |  |  | 519,290 |  |  |  | 723,082 |
Allowances |  |  | 65,109 |  |  |  | - |  |  |  | 95,458 |  |  |  | (30,543 | ) |  |  | - |  |  |  | 1,083,875 |  |  |  | 1,213,899 |
Government grants |  |  | 59,489 |  |  |  | - |  |  |  | 15,081 |  |  |  | (13,857 | ) |  |  | - |  |  |  | 33,283 |  |  |  | 93,996 |
Others |  |  | (3,028,455 | ) |  |  | - |  |  |  | 2,289,075 |  |  |  | - |  |  |  | - |  |  |  | 4,142,226 |  |  |  | 3,402,846 |
Total deferred tax assets |  |  | 6,423,024 |  |  |  | 10,369,053 |  |  |  | 5,987,963 |  |  |  | (76,328 | ) |  |  | (23,244 | ) |  |  | 5,752,853 |  |  |  | 28,433,321 |
Deferred tax liabilities |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Intangible assets |  |  | (13,814,403 | ) |  |  | (16,601,120 | ) |  |  | 1,265,841 |  |  |  | 120,253 |  |  |  | - |  |  |  | (88,557 | ) |  |  | (29,117,986 | )
Property, plant and equipment depreciation |  |  | (14,198,236 | ) |  |  | (103,650 | ) |  |  | 23,609 |  |  |  | (70,746 | ) |  |  | 712,458 |  |  |  | (41,776 | ) |  |  | (13,678,341 | )
Inventories |  |  | (2,019,126 | ) |  |  | - |  |  |  | (4,441,900 | ) |  |  | 576 |  |  |  | - |  |  |  | (1,126 | ) |  |  | (6,461,576 | )
Contingencies |  |  | 1,053,272 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (1,053,272 | ) |  |  | - |
Biological assets |  |  | (26,876 | ) |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 26,876 |  |  |  | - |
Others financial assets |  |  | (404,718 | ) |  |  | - |  |  |  | (1,749,786 | ) |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (2,154,504 | )
Right-of-use leased asset |  |  | (113,996 | ) |  |  | - |  |  |  | (6,446 | ) |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (120,442 | )
Inflation tax adjustment |  |  | (3,774,606 | ) |  |  | - |  |  |  | 2,743,452 |  |  |  | (70,718 | ) |  |  | - |  |  |  | (30,023 | ) |  |  | (1,131,895 | )
Others |  |  | 4,178,750 |  |  |  | - |  |  |  | (182,861 | ) |  |  | - |  |  |  | - |  |  |  | (4,603,611 | ) |  |  | (607,722 | )
Total deferred tax liabilities |  |  | (29,119,939 | ) |  |  | (16,704,770 | ) |  |  | (2,348,091 | ) |  |  | (20,635 | ) |  |  | 712,458 |  |  |  | (5,791,489 | ) |  |  | (53,272,466 | )
Net deferred tax |  |  | (22,696,915 | ) |  |  | (6,335,717 | ) |  |  | 3,639,872 |  |  |  | (96,963 | ) |  |  | 689,214 |  |  |  | (38,636 | ) |  |  | (24,839,145 | )

56

BIOCERES GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024 and 2023 and for the years ended June 30, 2024, 2023 and 2022

(Amounts in US$, except otherwise indicated)

The following table provides a reconciliation of the statutory tax rate to the effective tax rate. As the operations of the Group’s Argentine subsidiaries are the most significant source of profit or loss before tax, the following reconciliation has been prepared using the Argentine statutory tax rate:

|  | 06/30/2024 |  |  | 06/30/2023 |  |  | 06/30/2022 |
(Loss) / earnings before income tax-rate |  |  | (27,958,152 | ) |  |  | 50,794,242 |  |  |  | (2,962,114 | )
Income tax expense by applying tax rate in force in the respective countries |  |  | 7,224,973 |  |  |  | (7,628,367 | ) |  |  | (10,985,247 | )
Share of profit or loss of subsidiaries, joint ventures and associates |  |  | (5,141,460 | ) |  |  | 12,645,224 |  |  |  | 6,443,174 |
Puttable instruments charge |  |  | - |  |  |  | (3,645 | ) |  |  | (12,447 | )
Stock options charge |  |  | (1,366,999 | ) |  |  | (586,774 | ) |  |  | (75,581 | )
Allowance for unused tax loss |  |  | (94,189 | ) |  |  | 428,530 |  |  |  | (562,713 | )
Mutual funds adjustments |  |  | 27,560 |  |  |  | - |  |  |  | - |
Non-deductible expenses |  |  | (1,469,872 | ) |  |  | (373,655 | ) |  |  | (141,364 | )
Result of inflation effect on monetary items and other finance results |  |  | (5,113,890 | ) |  |  | (7,872,801 | ) |  |  | (12,071,690 | )
Tax inflation adjustment |  |  | 4,278,344 |  |  |  | 5,916,143 |  |  |  | (314,243 | )
Rate change adjustment (*) |  |  | 118,060 |  |  |  | (192,127 | ) |  |  | 171,355 |
Others |  |  | 434,321 |  |  |  | (4,162 | ) |  |  | 522,453 |
Income tax expenses |  |  | (1,103,152 | ) |  |  | 2,328,366 |  |  |  | (17,026,303 | )

|  | 06/30/2024 |  |  | 06/30/2023 |  |  | 06/30/2022 |
Current tax expense |  |  | (8,894,200 | ) |  |  | (1,311,506 | ) |  |  | (19,004,369 | )
Deferred tax |  |  | 7,791,048 |  |  |  | 3,639,872 |  |  |  | 1,978,066 |
|  |  | (1,103,152 | ) |  |  | 2,328,366 |  |  |  | (17,026,303 | )

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

Tax jurisdiction |  | Earning before income tax-rate |  |  | Weight average applicable tax rate |  |  | Income tax as of June 30, 2024 |
Low or null taxation jurisdictions |  |  | 13,131,953 |  |  |  | 0.0 | % |  |  | - |
Profit-making entities |  |  | 32,251,706 |  |  |  | 32.2 | % |  |  | (10,370,389 | )
Loss-making entities |  |  | (73,341,811 | ) |  |  | 24.0 | % |  |  | 17,595,362 |
|  |  | (27,958,152 | ) |  |  |  |  |  |  | 7,224,973 |

Tax jurisdiction |  | Earning before income tax-rate |  |  | Weight average applicable tax rate |  |  | Income tax as of June 30, 2023 |
Low or null taxation jurisdictions |  |  | 30,921,548 |  |  |  | 0.0 | % |  |  | - |
Profit-making entities |  |  | 73,999,737 |  |  |  | 21.5 | % |  |  | (15,899,829 | )
Loss-making entities |  |  | (54,127,043 | ) |  |  | 15.3 | % |  |  | 8,271,462 |
|  |  | 50,794,242 |  |  |  |  |  |  |  | (7,628,367 | )

Tax jurisdiction |  | Earning before income tax-rate |  |  | Weight average applicable tax rate |  |  | Income tax as of June 30, 2022 |
Low or null taxation jurisdictions |  |  | (10,954,972 | ) |  |  | 0.0 | % |  |  | - |
Profit-making entities |  |  | 34,020,753 |  |  |  | 36.5 | % |  |  | (12,415,073 | )
Loss-making entities |  |  | (26,027,895 | ) |  |  | 5.5 | % |  |  | 1,429,826 |
|  |  | (2,962,114 | ) |  |  |  |  |  |  | (10,985,247 | )

57

BIOCERES GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024 and 2023 and for the years ended June 30, 2024, 2023 and 2022

(Amounts in US$, except otherwise indicated)

The charge for income tax charged directly to profit or loss and the amount and expiry date of carry forward tax losses as of June 30 2024, are as follows:

Fiscal year |  | Tax-Loss Carry forward |  |  | Tax-Loss |  |  | Prescription |  | Tax jurisdiction
2020 |  |  | 201,516 |  |  |  | 650,131 |  |  | 2025 |  | Argentina
2020 |  |  | 47,040 |  |  |  | 223,999 |  |  | 2025 |  | United States of America
2021 |  |  | 313,555 |  |  |  | 971,688 |  |  | 2026 |  | Argentina
2021 |  |  | 278,187 |  |  |  | 1,080,844 |  |  | 2026 |  | United States of America
2022 |  |  | 121,717 |  |  |  | 450,151 |  |  | 2027 |  | Argentina
2022 |  |  | 225,154 |  |  |  | 1,072,159 |  |  | 2027 |  | United States of America
2022 |  |  | 779,666 |  |  |  | 4,103,505 |  |  | 2027 |  | United Kingdom
2023 |  |  | 545,425 |  |  |  | 1,711,001 |  |  | 2028 |  | Argentina
2023 |  |  | 11,491,796 |  |  |  | 54,219,164 |  |  | 2028 |  | United States of America
2023 |  |  | 1,116,065 |  |  |  | 5,874,028 |  |  | 2028 |  | United Kingdom
2023 |  |  | 1,223,362 |  |  |  | 3,598,124 |  |  | 2028 |  | Brasil
2024 |  |  | 1,991,395 |  |  |  | 6,374,558 |  |  | 2029 |  | Argentina
2024 |  |  | 4,807,969 |  |  |  | 22,735,699 |  |  | 2029 |  | United States of America
2024 |  |  | 772,001 |  |  |  | 4,063,161 |  |  | 2029 |  | United Kingdom
2024 |  |  | 200,858 |  |  |  | 803,432 |  |  | 2029 |  | France
2024 |  |  | 2,872,361 |  |  |  | 8,448,123 |  |  | 2029 |  | Brasil
|  |  | 26,988,067 |  |  |  | 116,379,767 |  |  |  |  |

The amount of tax losses for the fiscal year ended on June 30 2024, is an estimate of the amount to be presented in the tax return.

Estimates

There is an inherent material uncertainty related to management’s estimation of the ability of the Group to use the deferred tax assets (both carryforward of unused tax losses and deductible temporary differences) and the credit of minimum presumed income tax because their future utilization depends on the generation of enough future taxable income by the entities within the Group during the periods in which those temporary differences are deductible or when the unused tax losses can be used.

Based on the projections of future taxable income for the periods in which the deferred tax assets are deductible, the Group’s management estimates that, except for the part of deferred tax asset that were unrecognized, it is probable that the entities within the Group can utilize those deferred tax assets, which depends, among other factors, on the success of the current projects of agricultural biotechnology, the future market price of commodities and the market share of the entities within the Group.

The estimates of Management about the demonstrability of the recognition criteria for these deferred tax assets and their subsequent recoverability represent the best estimate that can be made based on all the available evidence, existing facts and circumstances and the use of reasonable and supportable assumptions in the projections of future taxable income. Therefore, the consolidated financial statements do not include adjustments that could result if the entities within the Group would not be able to recover the deferred tax assets through the generation of enough future taxable income.

58

BIOCERES GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024 and 2023 and for the years ended June 30, 2024, 2023 and 2022

(Amounts in US$, except otherwise indicated)

10. EARNING PER SHARE

|  | 06/30/2024 |  |  | 06/30/2023 |  |  | 06/30/2022 |
Numerator |  |  |  |  |  |  |  |  |
Loss/Profit for the year (basic EPS) |  |  | (32,685,398 | ) |  |  | 40,435,923 |  |  |  | (6,607,764 | )
Loss/Profit for the year (diluted EPS) |  |  | (32,685,398 | ) |  |  | 40,435,923 |  |  |  | (6,607,764 | )
Denominator |  |  |  |  |  |  |  |  |  |  |  |
Weighted average number of shares (basic EPS) |  |  | 18,481,014 |  |  |  | 14,581,657 |  |  |  | 2,197,716 |
Weighted average number of shares (diluted EPS) |  |  | 18,481,014 |  |  |  | 14,581,657 |  |  |  | 2,197,716 |
Basic loss/profit attributable to ordinary equity holders of the parent |  |  | (1.7686 | ) |  |  | 2.7731 |  |  |  | (3.0067 | )
Diluted loss/profit attributable to ordinary equity holders of the parent |  |  | (1.7686 | ) |  |  | 2.7731 |  |  |  | (3.0067 | )

The Group had no dilutive potential shares during these years.

11. INFORMATION ABOUT COMPONENTS OF EQUITY

Capital issued

The numbers of shares issued as of June 30, 2024, 2023, and 2022 is the following:

Year ended |  |  | Class |  |  | Number of Shares |  |  | Nominal Value |  |  | Subscribed capital |
| 06/30/2022 |  |  | Ordinary |  |  | 10,371,228 |  |  | £ | 0,10 |  |  |  | 1,337,298 |  |  | £ | 1,037,123 |
| 06/30/2023 |  |  | Ordinary |  |  | 16,830,795 |  |  | £ | 0,10 |  |  |  | 2,096,534 |  |  | £ | 1,683,080 |
| 06/30/2024(*) |  |  | Ordinary |  |  | 18,995,832 |  |  | £ | 0,10 |  |  |  | 2,371,453 |  |  | £ | 1,899,583 |

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

Year ended |  |  | Class |  | Number of Shares |  |  | Nominal Value |  |  | Amount payable per-share |
06/30/2022 |  |  | Redeemable preference |  |  | 50,000 |  |  | £ | 1 |  |  | £ | 50,000 |
06/30/2023 |  |  | Redeemable preference |  |  | 50,000 |  |  | £ | 1 |  |  | £ | 50,000 |
06/30/2024 |  |  | Redeemable preference |  |  | 50,000 |  |  | £ | 1 |  |  | £ | 50,000 |

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

Non-controlling interests

The subsidiaries whose non-controlling interest is significant as of June 30, 2024 and 2023 are:

Name |  | 06/30/2024 |  |  | 06/30/2023 |
Bioceres S.A. |  |  | 20.28 | % |  |  | 26.53 | %
Bioceres Crop Solutions |  |  | 71.25 | % |  |  | 72.67 | %

59

BIOCERES GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024 and 2023 and for the years ended June 30, 2024, 2023 and 2022

(Amounts in US$, except otherwise indicated)

Below is a detail of the summarized financial information of Bioceres S.A., prepared in accordance with IFRS, and modified due to fair value adjustments at the acquisition date and differences in accounting policies. The information is presented prior to eliminations between that subsidiary and other Group companies.

Bioceres SA

Summary financial statements:

|  | 06/30/2024 |  |  | 06/30/2023 |
Current assets |  |  | 37,499,373 |  |  |  | 37,022,845 |
Non-current assets |  |  | 78,742,912 |  |  |  | 69,456,390 |
Total assets |  |  | 116,242,285 |  |  |  | 106,479,235 |
Current liabilities |  |  | 47,526,407 |  |  |  | 24,776,546 |
Non-current liabilities |  |  | 14,689,742 |  |  |  | 30,094,495 |
Total liabilities |  |  | 62,216,149 |  |  |  | 54,871,041 |
Total equity |  |  | 54,026,136 |  |  |  | 51,608,194 |
Total liabilities and equity |  |  | 116,242,285 |  |  |  | 106,479,235 |

Summary statements of comprehensive income or loss |  |  |  |  |  |
|  | 06/30/2024 |  |  | 06/30/2023 |
Revenues |  |  | 1,422,707 |  |  |  | 1,074,655 |
Government grants |  |  | 197,519 |  |  |  | 49,185 |
Gross margin |  |  | 1,620,226 |  |  |  | 1,123,840 |
Research and development expenses |  |  | (239,446 | ) |  |  | (175,737 | )
Selling, general and administrative expenses |  |  | (3,248,643 | ) |  |  | (3,287,433 | )
Share of profit or loss of subsidiaries |  |  | (3,285,724 | ) |  |  | 5,287,879 |
Share of profit or loss of joint ventures and associates |  |  | (2,592 | ) |  |  | (3,917 | )
Other income |  |  | 11,126 |  |  |  | 249,372 |
Operating profit |  |  | (5,145,053 | ) |  |  | 3,194,004 |
Financial results |  |  | (1,128,752 | ) |  |  | (4,327,324 | )
Profit before taxes |  |  | (6,273,805 | ) |  |  | (1,133,320 | )
Income tax expense |  |  | 471,416 |  |  |  | (463,175 | )
Result for the year |  |  | (5,802,389 | ) |  |  | (1,596,495 | )
Foreign exchange differences on translation of foreign operations |  |  | (3,865,328 | ) |  |  | (5,182,181 | )
Revaluation of property, plant and equipment, net of tax |  |  | - |  |  |  | (434,390 | )
Total comprehensive result |  |  | (9,667,717 | ) |  |  | (7,213,066 | )

60

BIOCERES GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024 and 2023 and for the years ended June 30, 2024, 2023 and 2022

(Amounts in US$, except otherwise indicated)

Bioceres Crop Solutions

Summary financial statements:

|  | 06/30/2024 |  |  | 06/30/2023 |
Current assets |  |  | 408,668,037 |  |  |  | 397,114,401 |
Non-current assets |  |  | 441,960,310 |  |  |  | 420,944,757 |
Total assets |  |  | 850,628,347 |  |  |  | 818,059,158 |
Current liabilities |  |  | 329,505,846 |  |  |  | 298,712,534 |
Non-current liabilities |  |  | 171,558,140 |  |  |  | 188,850,517 |
Total liabilities |  |  | 501,063,986 |  |  |  | 487,563,051 |
Total equity |  |  | 349,564,361 |  |  |  | 330,496,107 |
Total liabilities and equity |  |  | 850,628,347 |  |  |  | 818,059,158 |

Summary statements of comprehensive income or loss

|  | 06/30/2024 |  |  | 06/30/2023 |
Revenues |  |  | 464,828,548 |  |  |  | 419,446,439 |
Initial recognition and changes in the fair value of biological assets at the point of harvest |  |  | (45,746 | ) |  |  | 610,554 |
Cost of sales |  |  | (278,221,812 | ) |  |  | (235,457,053 | )
Changes in the net realizable value of agricultural products after harvest |  |  | (2,385,069 | ) |  |  | (4,351,433 | )
Research and development expenses |  |  | (17,183,041 | ) |  |  | (15,345,315 | )
Selling, general and administrative expenses |  |  | (123,690,910 | ) |  |  | (113,002,747 | )
Share of profit or loss of joint ventures and associates |  |  | 4,049,508 |  |  |  | 1,198,628 |
Other income or expenses, net |  |  | (2,530,882 | ) |  |  | 1,084,892 |
Operating profit |  |  | 44,820,596 |  |  |  | 54,183,965 |
Financial results |  |  | (34,785,325 | ) |  |  | (35,078,018 | )
Profit before taxes |  |  | 10,035,271 |  |  |  | 19,105,947 |
Income tax |  |  | (3,778,615 | ) |  |  | 1,068,652 |
Result for the year |  |  | 6,256,656 |  |  |  | 20,174,599 |
Foreign exchange differences on translation of foreign operations |  |  | (787,354 | ) |  |  | 631,500 |
Revaluation of property, plant and equipment, net of tax |  |  | - |  |  |  | (1,467,349 | )
Total comprehensive result |  |  | 5,469,302 |  |  |  | 19,338,750 |

61

BIOCERES GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024 and 2023 and for the years ended June 30, 2024, 2023 and 2022

(Amounts in US$, except otherwise indicated)

12. CASH FLOW INFORMATION

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

|  | 06/30/2024 |  |  | 06/30/2023 |  |  | 06/30/2022 |
Investment activities |  |  |  |  |  |  |  |  |
Net assets acquisition by business combination (Note 6) |  |  | 1,297,882 |  |  |  | 152,070,313 |  |  |  | - |
Investment in-kind in other related parties (Note 13) |  |  | 2,409,244 |  |  |  | 1,163,384 |  |  |  | 1,580,556 |
Non-monetary contributions in joint ventures and associates |  |  | - |  |  |  | - |  |  |  | 3,000 |
Changes in ownership interests in subsidiaries |  |  | - |  |  |  | - |  |  |  | 39,892,864 |
Issuance of shares |  |  | 267,600 |  |  |  | 759,236 |  |  |  | 2,836,565 |
Own shares held |  |  | (437,154 | ) |  |  | - |  |  |  | - |
Financed sale of property, plant and equipment |  |  | - |  |  |  | - |  |  |  | 1,734,281 |
Capitalization of interest on buildings in progress |  |  | 124,098 |  |  |  | 74,710 |  |  |  | - |
Right-of-use leased asset additions (Note 16) |  |  | - |  |  |  | 3,154,950 |  |  |  | - |
Reclassification from Investment properties to property, plant and equipment |  |  | - |  |  |  | 3,589,749 |  |  |  | - |
Sale of equity investee (Note 13) |  |  | (900,000 | ) |  |  | (133,079 | ) |  |  | - |
|  |  | 2,761,670 |  |  |  | 160,679,263 |  |  |  | 46,047,266 |
Financing activities |  |  |  |  |  |  |  |  |  |  |  |
Capitalization of convertible notes |  |  | - |  |  |  | 12,211,638 |  |  |  | 36,244,460 |
Acquisition of interest in subsidiaries by financed debts |  |  | 6,417,912 |  |  |  | 81,965,022 |  |  |  | - |
Lease liabilities additions (Note 16) |  |  | - |  |  |  | (3,154,950 | ) |  |  | - |
|  |  | 6,417,912 |  |  |  | 91,021,710 |  |  |  | 36,244,460 |

The Group has incorporated the assets and liabilities from Natal Agro S.R.L. and Pro Farm Group Inc mentioned in Note 6.

Disclosure of changes in liabilities arising from financing activities:

Financing activities |  | Borrowings |  |  | Consideration for acquisition |  |  | Convertible notes |  |  | Total |
As of June 30, 2022 |  |  | 211,426,056 |  |  |  | 12,326,110 |  |  |  | 12,559,071 |  |  |  | 236,311,237 |
Proceeds |  |  | 200,185,822 |  |  |  | - |  |  |  | 55,000,000 |  |  |  | 255,185,822 |
Payments |  |  | (35,308,664 | ) |  |  | (3,148,617 | ) |  |  | - |  |  |  | (38,457,281 | )
Conversion of Convertible Notes (Note 7.13) |  |  | - |  |  |  | - |  |  |  | (9,109,516 | ) |  |  | (9,109,516 | )
Interest payment |  |  | (20,465,271 | ) |  |  | - |  |  |  | (5,173,742 | ) |  |  | (25,639,013 | )
Exchange differences, currency translation differences and other financial results |  |  | (23,391,636 | ) |  |  | (4,617,570 | ) |  |  | 21,937,333 |  |  |  | (6,071,873 | )
As of June 30, 2023 |  |  | 332,446,307 |  |  |  | 4,559,923 |  |  |  | 75,213,146 |  |  |  | 412,219,376 |
Proceeds |  |  | 187,994,310 |  |  |  | - |  |  |  | - |  |  |  | 187,994,310 |
Payments |  |  | (142,866,725 | ) |  |  | (2,912,171 | ) |  |  | - |  |  |  | (145,778,896 | )
Financing for assets acquisitions |  |  | 743,279 |  |  |  | 1,119,975 |  |  |  | - |  |  |  | 1,863,254 |
Interest payment |  |  | (32,631,369 | ) |  |  | - |  |  |  | (4,172,328 | ) |  |  | (36,803,697 | )
Exchange differences, currency translation differences and other financial results |  |  | 16,073,254 |  |  |  | 3,809,240 |  |  |  | 9,768,868 |  |  |  | 29,651,362 |
As of June 30, 2024 |  |  | 361,759,056 |  |  |  | 6,576,967 |  |  |  | 80,809,686 |  |  |  | 449,145,709 |

62

BIOCERES GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024 and 2023 and for the years ended June 30, 2024, 2023 and 2022

(Amounts in US$, except otherwise indicated)

13. JOINT VENTURES AND ASSOCIATES

Assets |  | 06/30/2024 |  |  | 06/30/2023 |
Measured at equity value method |  |  |  |  |  |
Synertech Industrias S.A. |  |  | 39,749,850 |  |  |  | 36,026,710 |
Agrality Argentina S.A. |  |  | 7,758,886 |  |  |  | 5,052,087 |
Agrality US Inc. |  |  | 3,521,791 |  |  |  | 3,586,113 |
Agrality Seeds Inc. |  |  | 4,812,389 |  |  |  | 4,936,857 |
SW Semillas S.A. |  |  | 955 |  |  |  | 3,389 |
Moolec Science SA |  |  | - |  |  |  | 3,395,241 |
Alfalfa Technologies S.R.L. |  |  | 36,503 |  |  |  | 36,503 |
Inmet S.A |  |  | 379,876 |  |  |  | - |
|  |  | 56,260,250 |  |  |  | 53,036,900 |
Measured at Fair value |  |  |  |  |  |  |  |
Theo I SCS |  |  | 36,535,601 |  |  |  | 65,306,063 |
|  |  | 36,535,601 |  |  |  | 65,306,063 |
Liabilities |  |  | 06/30/2024 |  |  |  | 06/30/2023 |
Measured at equity value method |  |  |  |  |  |  |  |
Trigall Genetics S.A. |  |  | 296,455 |  |  |  | 622,823 |
|  |  | 296,455 |  |  |  | 622,823 |

Changes in joint ventures investments and affiliates:

|  | 06/30/2024 |  |  | 06/30/2023 |
As of the beginning |  | 117,720,140 |  |  | 63,781,938 |
Non-monetary contributions (Note 12) |  |  | - |  |  |  | 7,541,619 |
Changes in equity interest |  |  | 9,958 |  |  |  | (952,597 | )
Sale of equity investment |  |  | (900,000 | ) |  |  | (133,079 | )
Reclassification of Moolec Science S.A. |  |  | (2,560,472 | ) |  |  | - |
Revaluation of property, plant and equipment |  |  | - |  |  |  | (184,630 | )
Share-based incentives |  |  | 65,470 |  |  |  | 3,825 |
Dividends distribution |  |  | (1,790,032 | ) |  |  | - |
Foreign currency translation |  |  | 977,482 |  |  |  | (46,541 | )
Share of profit or loss measured at equity value method |  |  | 7,747,312 |  |  |  | (2,076,234 | )
Share of profit or loss measured at fair value |  |  | (28,770,462 | ) |  |  | 49,785,839 |
As of the end of the year |  |  | 92,499,396 |  |  |  | 117,720,140 |

63

BIOCERES GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024 and 2023 and for the years ended June 30, 2024, 2023 and 2022

(Amounts in US$, except otherwise indicated)

Share of profit or loss of joint ventures and affiliates:

Profit and losses |  | 06/30/2024 |  |  | 06/30/2023 |  |  | 06/30/2022 |
Measured at equity value method |  |  |  |  |  |  |  |  |
Synertech Industrias S.A. |  |  | 3,723,140 |  |  |  | 564,598 |  |  |  | 856,006 |
Agrality Argentina S.A. |  |  | 3,519,639 |  |  |  | 2,126,492 |  |  |  | 739,342 |
Agrality US Inc. |  |  | (64,322 | ) |  |  | (2,940,435 | ) |  |  | 193,961 |
Agrality Seeds Inc. |  |  | (124,468 | ) |  |  | 2,187,415 |  |  |  | 112,987 |
Héritas Corp. |  |  | - |  |  |  | - |  |  |  | (1,059,355 | )
Indrasa Biotecnología S.A. |  |  | - |  |  |  | 62,613 |  |  |  | 1,794 |
Moolec Science SA |  |  | - |  |  |  | (4,176,703 | ) |  |  | (2,511,092 | )
SW Semillas S.A. |  |  | (2,592 | ) |  |  | (3,917 | ) |  |  | (4,445 | )
Trigall Genetics |  |  | 326,368 |  |  |  | 103,703 |  |  |  | 670,065 |
Inmet S.A. |  |  | 369,547 |  |  |  | - |  |  |  | - |
|  |  | 7,747,312 |  |  |  | (2,076,234 | ) |  |  | (1,000,737 | )
Measured at Fair value |  |  |  |  |  |  |  |  |  |  |  |
Theo I SCS |  |  | (28,770,462 | ) |  |  | 49,785,839 |  |  |  | - |
|  |  | (28,770,462 | ) |  |  | 49,785,839 |  |  |  | - |

Bioceres Group PLC has elected to measure the investment in associates held through Theo (Héritas Corp, BG Farming, Moolec Science S.A., Gentle Farming, SF500) at fair value through profit or loss in accordance with IFRS 9.

There are no significant restrictions on the ability of the joint ventures and affiliates to transfer funds to the Group for cash dividends, or to repay loans or advances made by the Group, except for the legal obligation to establish a legal reserve for 5% of the profit for the year until reaching 20% of the capital for Argentinian entities.

Summarized financial information prepared in accordance with International Financial Reporting Standards (“IFRS”) in relation to the significant joint ventures is presented below:

Name |  | Date |  | Current assets |  |  | Non-current assets |  |  | Current liabilities |  |  | Non-current liabilities |  |  | Equity |  |  | Sales |  |  | (Loss)/Profit of the year |
Synertech Industrias S.A. |  | 06/30/2024 |  |  | 55,963,591 |  |  |  | 11,195,394 |  |  |  | 27,610,517 |  |  |  | 3,447,008 |  |  |  | 36,101,460 |  |  |  | 61,815,678 |  |  |  | 7,236,901 |
|  | 06/30/2023 |  |  | 50,602,942 |  |  |  | 12,351,672 |  |  |  | 30,248,685 |  |  |  | 3,841,374 |  |  |  | 28,864,555 |  |  |  | 62,798,136 |  |  |  | 3,980,995 |
|  | 06/30/2022 |  |  | 39,548,944 |  |  |  | 13,846,826 |  |  |  | 24,679,402 |  |  |  | 3,342,325 |  |  |  | 25,374,043 |  |  |  | 61,117,486 |  |  |  | (2,429,401 | )
Agrality Argentina S.A. |  | 06/30/2024 |  |  | 22,098,808 |  |  |  | 20,002,212 |  |  |  | 22,984,897 |  |  |  | 8,640,513 |  |  |  | 10,475,610 |  |  |  | 22,757,410 |  |  |  | 3,935,787 |
|  | 06/30/2023 |  |  | 14,203,372 |  |  |  | 24,832,433 |  |  |  | 14,591,700 |  |  |  | 19,382,094 |  |  |  | 5,062,012 |  |  |  | 20,540,979 |  |  |  | 2,071,653 |
|  | 06/30/2022 |  |  | 8,998,593 |  |  |  | 6,142,495 |  |  |  | 11,501,606 |  |  |  | 2,830,455 |  |  |  | 809,026 |  |  |  | 13,296,219 |  |  |  | 802,823 |
Theo I S.C.S |  | 06/30/2024 |  |  | - |  |  |  | 108,456,044 |  |  |  | 13,405,755 |  |  |  | 57,060,813 |  |  |  | 37,989,476 |  |  |  | - |  |  |  | (32,213,331 | )
|  | 06/30/2023 |  |  | - |  |  |  | 135,533,950 |  |  |  | 11,998,548 |  |  |  | 55,630,592 |  |  |  | 67,904,810 |  |  |  | - |  |  |  | (10,632,802 | )
|  | 06/30/2022 |  |  | - |  |  |  | 22,129,078 |  |  |  | 5,991,252 |  |  |  | - |  |  |  | 16,137,826 |  |  |  | - |  |  |  | 61,387,821 |

64

BIOCERES GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024 and 2023 and for the years ended June 30, 2024, 2023 and 2022

(Amounts in US$, except otherwise indicated)

14. SEGMENT INFORMATION

The Group is organized into four main operating segments:

Seed and integrated products

The seed and integrated products segment focuses mainly on the development and commercialization of seed technologies and products that increase yield per hectare, with a focus on the provision of seed technologies integrated with crop protection and crop nutrition products designed to control weeds, insects or diseases, to increase their quality characteristics, to improve nutritional value and other benefits. The segment focuses on the commercialization of integrated products that combine three complementary components biotechnological events, germplasm and seed treatments—in order to increase crop productivity and create value for customers. While each component can increase yield independently, through an integrated technology strategy the segment offers products that complement and integrate with each other to generate higher yields in crops.

Currently the segment generates revenue from ordinary activities through the sale of seeds, integrated product packs, royalties and licenses charged to third parties, among others.

Crop protection

The crop protection segment mainly includes the development, production and marketing of high-tech adjuvants and a full range of pest control molecules and biocontrol products. Adjuvants are used in mixtures to facilitate the application and effectiveness of active ingredients, such as insecticides, leading to better performance, reduced usage rates and lower residue levels Insecticides and fungicides are applied to control pests and significantly reduce disease during the germination period.

The segment currently generates revenue from ordinary activities through the sale of adjuvants, insecticides, fungicides, and baits, among others.

Crop nutrition

The crop nutrition segment focuses mainly on the development, production and commercialization of inoculants that allow the biological fixation of nitrogen in the crops, and of fertilizers including biofertilizers and microgranulated fertilizers that optimize the productivity and yield of the crops.

Currently the segment generates income from ordinary activities through the sale of inoculants, bio-inductors, biological fertilizers and microgranulated fertilizers, among others.

The measurement principles for the Group’s segment reporting structure are based on the IFRS principles adopted in the Consolidated financial statements. Revenue generated by products and services exchanged between segments and entities within the Group are calculated based on market prices.

Emerging solutions

The emerging solution segment is based on providing R&D services, biotechnology capabilities and specialised expertise to facilitate the integration of technologies and product development efforts within the Group, as well as R&D services to third parties.

This segment includes revenue sources primarily related to agro-industrial biotechnology businesses, such as those generated by the production and commercialization of industrial enzymes and fermentation technology to convert sugars and oils into high-value molecules or compounds.

65

BIOCERES GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024 and 2023 and for the years ended June 30, 2024, 2023 and 2022

(Amounts in US$, except otherwise indicated)

The measurement principles for the Group’s segment reporting structure are based on the IFRS principles adopted in the Consolidated financial statements. Revenue generated by products and services exchanged between segments and entities within the Group are calculated based on market prices.

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

Year ended June 30, 2024 |  | Seed and integrated products |  |  | Crop protection |  |  | Crop nutrition |  |  | Emerging solutions |  |  | Consolidated |
Revenues from contracts with customers |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Sale of goods and services |  |  | 94,457,404 |  |  |  | 223,538,317 |  |  |  | 125,558,380 |  |  |  | 1,547,782 |  |  |  | 445,101,883 |
Royalties |  |  | 986,602 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 986,602 |
Right of use licenses |  |  | 1,000,000 |  |  |  | - |  |  |  | 19,287,845 |  |  |  | - |  |  |  | 20,287,845 |
Others |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Initial recognition and changes in the fair value of biological assets at the point of harvest |  |  | (45,746 | ) |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (45,746 | )
Government grants |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 197,519 |  |  |  | 197,519 |
Total revenues |  |  | 96,398,260 |  |  |  | 223,538,317 |  |  |  | 144,846,225 |  |  |  | 1,745,301 |  |  |  | 466,528,103 |
Cost of sales |  |  | (66,306,974 | ) |  |  | (143,807,301 | ) |  |  | (68,107,537 | ) |  |  | (1,146,516 | ) |  |  | (279,368,328 | )
Gross profit per segment |  |  | 30,091,286 |  |  |  | 79,731,016 |  |  |  | 76,738,688 |  |  |  | 598,785 |  |  |  | 187,159,775 |
% Gross margin |  |  | 31 | % |  |  | 36 | % |  |  | 53 | % |  |  | 34 | % |  |  | 40 | %

Year ended June 30, 2023 |  | Seed and integrated products |  |  | Crop protection |  |  | Crop nutrition |  |  | Emerging solutions |  |  | Consolidated |
Revenues from contracts with customers |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Sale of goods and services |  |  | 55,360,397 |  |  |  | 205,685,451 |  |  |  | 157,153,024 |  |  |  | 1,420,990 |  |  |  | 419,619,862 |
Royalties |  |  | 1,247,567 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 1,247,567 |
Others |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Initial recognition and changes in the fair value of biological assets at the point of harvest |  |  | 319,428 |  |  |  | 153,460 |  |  |  | 137,666 |  |  |  | - |  |  |  | 610,554 |
Government grants |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 93,509 |  |  |  | 93,509 |
Total revenues |  |  | 56,927,392 |  |  |  | 205,838,911 |  |  |  | 157,290,690 |  |  |  | 1,514,499 |  |  |  | 421,571,492 |
Cost of sales |  |  | (31,012,687 | ) |  |  | (137,529,299 | ) |  |  | (66,915,067 | ) |  |  | (7,019 | ) |  |  | (235,464,072 | )
Gross profit per segment |  |  | 25,914,705 |  |  |  | 68,309,612 |  |  |  | 90,375,623 |  |  |  | 1,507,480 |  |  |  | 186,107,420 |
% Gross margin |  |  | 46 | % |  |  | 33 | % |  |  | 57 | % |  |  | 100 | % |  |  | 44 | %

66

BIOCERES GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024 and 2023 and for the years ended June 30, 2024, 2023 and 2022

(Amounts in US$, except otherwise indicated)

Year ended June 30, 2022 |  | Seed and integrated products |  |  | Crop protection |  |  | Crop nutrition |  |  | Emerging solutions |  |  | Consolidated |
Revenues from contracts with customers |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Sale of goods and services |  |  | 45,862,562 |  |  |  | 173,095,092 |  |  |  | 107,502,350 |  |  |  | 1,061,534 |  |  |  | 327,521,538 |
Royalties |  |  | 1,995,584 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 1,995,584 |
Others |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Initial recognition and changes in the fair value of biological assets at the point of harvest |  |  | 3,672,192 |  |  |  | 1,171,749 |  |  |  | 1,544,089 |  |  |  | - |  |  |  | 6,388,030 |
Government grants |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 120,693 |  |  |  | 120,693 |
Total revenues |  |  | 51,530,338 |  |  |  | 174,266,841 |  |  |  | 109,046,439 |  |  |  | 1,182,227 |  |  |  | 336,025,845 |
Cost of sales |  |  | (21,839,689 | ) |  |  | (124,489,307 | ) |  |  | (62,035,099 | ) |  |  | (7,273 | ) |  |  | (208,371,368 | )
Gross profit per segment |  |  | 29,690,649 |  |  |  | 49,777,534 |  |  |  | 47,011,340 |  |  |  | 1,174,954 |  |  |  | 127,654,477 |
% Gross margin |  |  | 58 | % |  |  | 29 | % |  |  | 43 | % |  |  | 99 | % |  |  | 38 | %

Revenue by similar group of products or services |  | 06/30/2024 |  |  | 06/30/2023 |  |  | 06/30/2022 |
Seed and integrated products |  |  | 96,398,260 |  |  |  | 56,927,392 |  |  |  | 51,530,338 |
Seed Treatments Packs |  |  | 29,992,052 |  |  |  | 32,789,080 |  |  |  | 32,728,468 |
Seed & Royalties Payments |  |  | 5,587,594 |  |  |  | 7,004,400 |  |  |  | 6,384,927 |
HB4 Program |  |  | 60,818,614 |  |  |  | 17,133,912 |  |  |  | 12,416,943 |
Crop protection |  |  | 223,538,317 |  |  |  | 205,838,911 |  |  |  | 174,266,841 |
Adjuvants |  |  | 56,634,128 |  |  |  | 52,978,705 |  |  |  | 51,211,406 |
Seed CP Products and Services |  |  | 34,877,911 |  |  |  | 26,080,587 |  |  |  | 26,478,873 |
Other CP Products and Services |  |  | 103,092,454 |  |  |  | 94,277,444 |  |  |  | 96,576,562 |
Bioprotection |  |  | 28,933,824 |  |  |  | 32,502,175 |  |  |  | - |
Crop nutrition |  |  | 144,846,225 |  |  |  | 157,290,690 |  |  |  | 109,046,439 |
Inoculants & Biofertilizers |  |  | 18,315,253 |  |  |  | 23,621,534 |  |  |  | 23,621,552 |
Micro-beaded Fertilizers |  |  | 91,786,942 |  |  |  | 90,965,380 |  |  |  | 85,424,887 |
Biostimulants |  |  | 15,456,185 |  |  |  | 9,800,318 |  |  |  | - |
Syngenta up-front fee |  |  | 19,287,845 |  |  |  | 32,903,458 |  |  |  | - |
Emerging solutions |  |  | 1,745,301 |  |  |  | 1,514,499 |  |  |  | 1,182,227 |
Management expenses |  |  | 1,547,782 |  |  |  | 1,420,990 |  |  |  | 1,061,534 |
Government grants |  |  | 197,519 |  |  |  | 93,509 |  |  |  | 120,693 |
Total revenues |  |  | 466,528,103 |  |  |  | 421,571,492 |  |  |  | 336,025,845 |

As of the current period, geographical information is reported by main countries and regions. LATAM refers to Latin America countries, excluding Argentina and Brazil which are reported separately. North America includes United States of America and Canada. The EMEA region covers Europe, the Middle East and Africa. The Group has recast the comparative figures accordingly.

67

BIOCERES GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024 and 2023 and for the years ended June 30, 2024, 2023 and 2022

(Amounts in US$, except otherwise indicated)

Geographical information

|  | 06/30/2024 |  |  | 06/30/2023 |  |  | 06/30/2022 |
Argentina |  |  | 348,320,593 |  |  |  | 289,957,320 |  |  |  | 269,195,036 |
Brazil |  |  | 24,175,116 |  |  |  | 23,690,028 |  |  |  | 33,049,005 |
LATAM |  |  | 21,952,339 |  |  |  | 21,044,547 |  |  |  | 15,340,382 |
North America |  |  | 27,543,558 |  |  |  | 30,768,912 |  |  |  | 5,086,007 |
EMEA |  |  | 21,320,535 |  |  |  | 22,014,855 |  |  |  | 12,920,323 |
Rest of the world |  |  | 23,215,962 |  |  |  | 34,095,830 |  |  |  | 435,092 |
Total revenues |  |  | 466,528,103 |  |  |  | 421,571,492 |  |  |  | 336,025,845 |

|  | 06/30/2024 |  |  | 06/30/2023 |
Non-current assets |  |  |  |  |  |
Argentina |  |  | 139,722,896 |  |  |  | 126,425,975 |
Brazil |  |  | 7,698,175 |  |  |  | 8,398,403 |
LATAM |  |  | 1,162,654 |  |  |  | 1,064,290 |
North America |  |  | 189,199,549 |  |  |  | 192,129,674 |
EMEA |  |  | 44,141 |  |  |  | 61,526 |
Rest of the world |  |  | 26,279,731 |  |  |  | 27,535,122 |
Total |  |  | 364,107,146 |  |  |  | 355,614,990 |
Property, plant and equipment |  |  | 74,612,434 |  |  |  | 68,159,339 |
Intangible assets |  |  | 177,331,280 |  |  |  | 175,292,219 |
Goodwill |  |  | 112,163,432 |  |  |  | 112,163,432 |
Total reportable assets |  |  | 364,107,146 |  |  |  | 355,614,990 |
Total non-reportable assets |  |  | 585,729,699 |  |  |  | 589,142,172 |
Total assets |  |  | 949,836,845 |  |  |  | 944,757,162 |

15. FINANCIAL INSTRUMENTS – RISK MANAGEMENT

The Group is exposed to a variety of financial risks that arise from its activities and from its use of financial instruments. This Note provides information on the Group’s exposure to certain main risks, the Group’s objectives, policies and processes regarding the measurement and management of each risk.

The Group does not use derivative financial instruments to hedge any of the above risks.

General objectives, policies, and processes

The Board of Directors has overall responsibility for establishing and monitoring the Group’s risk management objectives and policies and, whilst retaining ultimate responsibility for them, it has delegated the function to design and operate processes that ensure the effective implementation of the objectives and policies to the management that periodically reports to the Board of Directors on the evolution of the risk management activities and results. The overall objective of the Board of Directors is to set policies that seek to reduce risk as much as possible without unduly affecting the Group’s competitiveness and flexibility.

The Group’s risk management policy is established to identify and analyze the risks facing the Group, to set appropriate risk limits and controls and to monitor risks and adherence to limits. The risks and methods for managing the risks are reviewed regularly in order to reflect changes in market conditions and the Group’s activities. The Group, through training and management standards and procedures, aims to develop a disciplined and constructive control environment in which all the employees understand their roles and obligations.

68

BIOCERES GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024 and 2023 and for the years ended June 30, 2024, 2023 and 2022

(Amounts in US$, except otherwise indicated)

The Group seeks to use suitable means of financing to minimize the Group’s capital costs and to manage and control the Group’s financial risks effectively. There have been no substantive changes in the Group’s exposure to financial instrument risks, its objectives, policies and processes for managing those risks or the methods used to measure them from previous periods unless otherwise stated in this Note.

The Group adopted a code of ethics applicable to its principal executive, financial and accounting officers and all employees.

The principal risks and uncertainties facing the business, set out below, do not appear in any particular order of potential materiality or probability of occurrence.

Credit risk

Credit risk is the risk of financial loss to the Group if a customer or counterparty fails to meet its contractual obligations, which derives mainly from trade and other receivables, as well as from cash and deposits in financial institutions.

The credit risk to which the Group is exposed is mainly defined in the Group’s accounts receivable followed by cash and cash equivalents, with the logical importance of being able to satisfy the Group’s needs in the short term.

Trade and other receivables

Credit risk is the risk of financial loss to the Group if a customer or counterparty fails to meet its contractual obligations and derives mainly from trade receivables and other receivables generated by services and product sales. The Group is also exposed to political and economic risk events, which may cause nonpayment of local and foreign currency obligations to the Group owed by customers, partners, contractors and suppliers.

The Group sells its products to a diverse base of customers. Customers include multi-national and local agricultural companies, distributors, and farmers who purchase the Group’s products. Type and class of customers may differ depending on the Group’s business segments.

The Group’s management determines concentrations of credit risk by periodically monitoring the credit worthiness rating of existing customers and through a monthly review of the trade receivables’ aging analysis. In monitoring the customers’ credit risk, customers are grouped according to their credit characteristics.

The Group’s policy is to manage credit exposure to counterparties through a process of credit rating. The Group performs credit evaluations of existing and new customers, and every new customer is examined thoroughly regarding the quality of its credit before offering the customer transaction terms. The examination made by the Group includes outside credit rating information, if available. Additionally, and even if there is no independent outside rating, the Group assesses the credit quality of the customer taking into account its financial position, past experience, bank references and other factors. A credit limit is prescribed for each customer. These limits are examined periodically. Customers that do not meet the Group’s criteria for credit quality may do business with the Group on a prepayment basis or by furnishing collateral satisfactory to the Group. The Group may still seek collateral and guarantees as it may consider appropriate regardless the credit profile of any customer.

To cover trade receivables, the Group has a credit insurance for main subsidiaries, which periodically analyzes its customer portfolio.

The financial statements contain specific provisions for doubtful debts, which properly reflect, in Management’s estimate, the loss embedded in debts, the collection of which is doubtful. The maximum exposure to credit risk is represented by the carrying amount of each financial asset in the statement of financial position after deducting any impairment allowance.

69

BIOCERES GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024 and 2023 and for the years ended June 30, 2024, 2023 and 2022

(Amounts in US$, except otherwise indicated)

On that basis, the loss allowance as of June 30, 2024 was determined as follows:

|  | Gross carrying amount-trade receivables |  |  | Expected Loss rate |  |  | Loss allowance |
Current |  |  | 127,405,353 |  |  |  | 0.43 | % |  |  | 547,675 |
More than 15 days past due |  |  | 41,168,864 |  |  |  | 0.13 | % |  |  | 53,475 |
More than 30 days past due |  |  | 15,354,896 |  |  |  | 0.14 | % |  |  | 20,895 |
More than 60 days past due |  |  | 4,662,888 |  |  |  | 0.10 | % |  |  | 4,629 |
More than 90 days past due |  |  | 5,118,337 |  |  |  | 0.31 | % |  |  | 15,761 |
More than 120 days past due |  |  | 803,333 |  |  |  | 0.63 | % |  |  | 4,846 |
More than 180 days past due |  |  | 6,014,520 |  |  |  | 24.66 | % |  |  | 1,474,772 |
More than 365 days past due |  |  | 4,962,327 |  |  |  | 100.00 | % |  |  | 4,928,227 |
Total 06/30/2024 |  |  | 205,490,518 |  |  |  |  |  |  |  | 7,050,280 |

Cash and deposits in banks

The Group is exposed to counterparty credit risk on cash and cash equivalent balances. The Group holds cash on deposit with a number of financial institutions. The Group manages its credit risk exposure by limiting individual deposits to clearly defined limits. The Group only deposits with high quality banks and financial institutions.

The maximum exposure to credit risk is represented by the carrying amount of cash and cash equivalents in the statement of financial position.

Liquidity risk

Liquidity risk is the risk that the Group will encounter difficulty in meeting its financial obligations when they come due.

The Group’s approach to managing its liquidity risk is to manage the profile of debt maturities and funding sources, maintaining sufficient cash, and ensuring the availability of funding from an adequate amount of credit facilities. The Group’s ability to fund its existing and prospective debt requirements is managed by maintaining diversified funding sources.

The cash flow forecast is determined at both an entity level and consolidated level. The forecasts are reviewed by the Board of Directors in advance, enabling the Group’s cash requirements to be anticipated. The Group examines the forecasts of its liquidity requirements in order to ascertain that there is sufficient cash for the operating needs, including the amounts required in order to settle financial liabilities.

The following table sets out the contractual maturities of financial liabilities:

As of June 30, 2024 |  | Up to 3 months |  |  | 3 to 12 months |  |  | Between one and three years |
Trade and other payables |  |  | 107,801,065 |  |  |  | 61,136,471 |  |  |  | - |
Borrowings |  |  | 87,538,816 |  |  |  | 146,971,935 |  |  |  | 127,248,305 |
Consideration for acquisition of assets |  |  | - |  |  |  | 4,571,824 |  |  |  | 2,005,143 |
Convertible notes |  |  | - |  |  |  | - |  |  |  | 80,809,686 |
Lease liability |  |  | 738,561 |  |  |  | 2,384,217 |  |  |  | 8,161,359 |
Total |  |  | 196,078,442 |  |  |  | 215,064,447 |  |  |  | 218,224,493 |

70

BIOCERES GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024 and 2023 and for the years ended June 30, 2024, 2023 and 2022

(Amounts in US$, except otherwise indicated)

As of June 30, 2023 |  | Up to 3 months |  |  | 3 to 12 months |  |  | Between one and three years |
Trade and other payables |  |  | 68,407,847 |  |  |  | 83,112,457 |  |  |  | - |
Borrowings |  |  | 35,948,268 |  |  |  | 144,052,339 |  |  |  | 152,445,700 |
Consideration for acquisition of assets |  |  | - |  |  |  | 1,393,203 |  |  |  | 3,166,720 |
Convertible notes |  |  | - |  |  |  | - |  |  |  | 75,213,146 |
Lease liability |  |  | 3,858,699 |  |  |  | - |  |  |  | 10,030,524 |
Total |  |  | 108,214,814 |  |  |  | 228,557,999 |  |  |  | 240,856,090 |

As of June 30, 2024 and 2023, the Group had no exposure to derivative liabilities.

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.

Part of our business activities is conducted in Argentine pesos. However, some of our subsidiaries using the Argentine peso as their functional currency also have significant transactions denominated in U.S. dollars, mainly with respect to sales and financing activities.

The table below sets forth our net exposure to currency risk as of June 30, 2024:

Net foreign currency position |  | 06/30/2024 |
Amount expressed in US$ |  |  | (5,767,541 | )
Other currencies |  |  | (3,837,458 | )

The main Argentinian subsidiaries of the Group have changed their functional currency from Argentine Pesos to US Dollar (Note 2).

Considering only this net currency exposure as of June 30, 2024, if an Argentine peso/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 Argentine peso against the U.S. dollar of 20% during the year ended June 30, 2024, would have resulted in the following results:

|  | Estimated |
Exchange rate variation |  |  | (-)20% |  |  |  | (+)20% |
Argentine peso amount expressed in US$ |  |  | -1,921,000 |  |  |  | 1,921,000 |

Interest rate risk

The Group’s financing costs may be affected by interest rate volatility. Borrowings under the Group’s interest rate management policy may be fixed or floating rate. The Group maintains adequate committed borrowing facilities and holds most of its financial assets primarily in cash or checks collected from customers that are readily convertible into known amounts of cash.

The Group’s interest rate risk arises from long-term borrowings. Borrowings issued at floating rates expose the Group to cash flow interest rate risk. Borrowings issued at fixed rates expose the Group to fair value interest rate risk. The Group has not entered into derivative contracts to hedge this exposure.

The Group does not use derivative financial instruments to hedge its interest rate risk exposure.

71

BIOCERES GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024 and 2023 and for the years ended June 30, 2024, 2023 and 2022

(Amounts in US$, except otherwise indicated)

The Group’s debt composition is set out below.

Carrying amount |  | 06/30/2024 |  |  | 06/30/2023 |
Fixed-rate instruments |  |  |  |  |  |
Current financial liabilities |  |  | 187,141,491 |  |  |  | 159,407,546 |
Non-current financial liabilities |  |  | 112,872,243 |  |  |  | 143,996,525 |
|  |  | 300,013,734 |  |  |  | 303,404,071 |
Variable-rate instruments |  |  |  |  |  |  |  |
Current financial liabilities |  |  | 47,369,260 |  |  |  | 20,593,061 |
Non-current financial liabilities |  |  | 14,376,062 |  |  |  | 8,449,175 |
|  |  | 61,745,322 |  |  |  | 29,042,236 |

Holding all other variables constant, including levels of our external indebtedness, as of June 30, 2024, a one percentage point increase in floating interest rates would increase interest payable by less than $0.01 million.

The Group does not use derivative financial instruments to hedge its interest rate risk exposure.

Capital risk

The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern, in order to provide returns for shareholders and benefits for other stakeholders, and to maintain an optimal capital structure to reduce the cost of capital.

The Group manages its capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Group may adjust the amount of any dividends it could pay to shareholders, return capital to shareholders, issue new shares, or sell assets to reduce debt.

Financial instruments by category

The following tables show additional information required under IFRS 7 on the financial assets and liabilities recorded as of June 30, 2024 and 2023.

Financial assets by category

|  | Amortized cost |  |  | Mandatorily measured at fair value through profit or loss |
Financial asset |  | 06/30/2024 |  |  | 06/30/2023 |  |  | 06/30/2024 |  |  | 06/30/2023 |
Cash and cash equivalents |  |  | 46,710,292 |  |  |  | 48,418,060 |  |  |  | 6,284,573 |  |  |  | 846,960 |
Other financial assets |  |  | - |  |  |  | 7,806,979 |  |  |  | 14,858,124 |  |  |  | 12,023,861 |
Trade receivables |  |  | 209,007,195 |  |  |  | 159,376,782 |  |  |  | - |  |  |  | - |
Other receivables (*) |  |  | 45,342,974 |  |  |  | 27,837,591 |  |  |  | - |  |  |  | - |
Total |  |  | 301,060,461 |  |  |  | 243,439,412 |  |  |  | 21,142,697 |  |  |  | 12,870,821 |

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

72

BIOCERES GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024 and 2023 and for the years ended June 30, 2024, 2023 and 2022

(Amounts in US$, except otherwise indicated)

Financial liabilities by category

|  | Amortized cost |  |  | Mandatorily measured at fair value through profit or loss |
Financial liability |  | 06/30/2024 |  |  | 06/30/2023 |  |  | 06/30/2024 |  |  | 06/30/2023 |
Trade and other payables |  |  | 156,947,744 |  |  |  | 143,294,796 |  |  |  | 11,989,792 |  |  |  | 8,225,508 |
Borrowings |  |  | 361,759,056 |  |  |  | 332,446,307 |  |  |  | - |  |  |  | - |
Consideration for acquisition of assets |  |  | 3,852,853 |  |  |  | 4,559,923 |  |  |  | 2,724,114 |  |  |  | - |
Convertible notes |  |  | 80,809,686 |  |  |  | 75,213,146 |  |  |  | - |  |  |  | - |
Lease liability |  |  | 11,284,137 |  |  |  | 13,889,223 |  |  |  | - |  |  |  | - |
Total |  |  | 614,653,476 |  |  |  | 569,403,395 |  |  |  | 14,713,906 |  |  |  | 8,225,508 |

Financial instruments measured at fair value

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.

Measurement at fair value at 06/30/2024 |  | Level 1 |  |  | Level 2 |  |  | Level 3 |
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 |  |  |  | - |  |  |  | - |

73

BIOCERES GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024 and 2023 and for the years ended June 30, 2024, 2023 and 2022

(Amounts in US$, except otherwise indicated)

Measurement at fair value at 06/30/2023 |  | Level 1 |  |  | Level 2 |  |  | Level 3 |
Financial assets at fair value |  |  |  |  |  |  |  |  |  |  |  |
Mutual funds |  |  | 846,960 |  |  |  | - |  |  |  | - |
Other mutual funds |  |  | 1,698,059 |  |  |  | - |  |  |  | - |
US Treasury bills |  |  | 9,163,298 |  |  |  | - |  |  |  | - |
Other investments |  |  | 1,162,504 |  |  |  | - |  |  |  | - |
Financial liabilities valued at fair value |  |  |  |  |  |  |  |  |  |  |  |
Trade and other payables |  |  | - |  |  |  | 8,225,508 |  |  |  | - |

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 7.12).

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

16. 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.

74

BIOCERES GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024 and 2023 and for the years ended June 30, 2024, 2023 and 2022

(Amounts in US$, except otherwise indicated)

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

|  | 06/30/2024 |  |  | 06/30/2023 |
Right-of-use leased asset |  |  |  |  |  |
Book value at the beginning of the year/inception |  |  | 21,163,192 |  |  |  | 15,828,032 |
Additions of the year |  |  | 2,585,223 |  |  |  | 3,154,950 |
Additions from business combination |  |  | 168,988 |  |  |  | 3,005,000 |
Disposals |  |  | (1,284,975 | ) |  |  | (1,839,921 | )
Exchange differences |  |  | (1,652,831 | ) |  |  | 1,015,131 |
Book value at the end of the year |  |  | 20,979,597 |  |  |  | 21,163,192 |

|  | 06/30/2024 |  |  | 06/30/2023 |
Depreciation |  |  |  |  |  |
Book value at the beginning of the year/inception |  |  | 7,226,617 |  |  |  | 3,684,006 |
Depreciation of the year |  |  | 3,418,956 |  |  |  | 3,565,894 |
Disposals |  |  | (1,092,167 | ) |  |  | (171,870 | )
Exchange differences |  |  | (175,561 | ) |  |  | 148,587 |
Accumulated depreciation at the end of the year |  |  | 9,377,845 |  |  |  | 7,226,617 |
Total |  |  | 11,601,752 |  |  |  | 13,936,575 |

|  | 06/30/2024 |  |  | 06/30/2023 |
Lease Liabilities |  |  |  |  |  |
Book value at the beginning of the year/inception |  |  | 13,889,223 |  |  |  | 11,751,284 |
Additions of the year |  |  | 2,585,223 |  |  |  | 3,154,950 |
Additions from business combination |  |  | 168,988 |  |  |  | 3,245,000 |
Interest expenses, exchange differences and inflation effects |  |  | (480,189 | ) |  |  | (406,494 | )
Payments of the year |  |  | (4,879,108 | ) |  |  | (3,855,517 | )
Total |  |  | 11,284,137 |  |  |  | 13,889,223 |

|  | 06/30/2024 |  |  | 06/30/2023 |
Lease Liabilities |  |  |  |  |  |
Current |  |  | 3,122,778 |  |  |  | 3,858,699 |
Non-current |  |  | 8,161,359 |  |  |  | 10,030,524 |
|  |  | 11,284,137 |  |  |  | 13,889,223 |

|  | 06/30/2024 |  |  | 06/30/2023 |
Machinery and equipment |  |  | 3,655,741 |  |  |  | 3,655,741 |
Vehicles |  |  | 1,272,071 |  |  |  | 1,475,581 |
Equipment and computer software |  |  | 1,130,541 |  |  |  | 903,306 |
Land and buildings |  |  | 14,921,244 |  |  |  | 15,128,564 |
|  |  | 20,979,597 |  |  |  | 21,163,192 |

75

BIOCERES GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024 and 2023 and for the years ended June 30, 2024, 2023 and 2022

(Amounts in US$, except otherwise indicated)

17. SHAREHOLDERS AND OTHER RELATED PARTIES BALANCES AND TRANSACTIONS

During the year ended June 30, 2024, the transactions between the Group and related parties, and the related balances owed by and to them for the year ended June 30, 2024 and 2023 are as follows:

|  |  |  | Value of transactions for the year ended |
Party |  | Transaction type |  | 06/30/2024 |  |  | 06/30/2023 |  |  | 06/30/2022 |
Joint ventures and associates |  | Sales of goods and services |  |  | 952,742 |  |  |  | 739,651 |  |  |  | 183,243 |
|  | Purchases of goods and services |  |  | (500,704 | ) |  |  | (738,652 | ) |  |  | (628,770 | )
|  | Net loans granted |  |  | 13,005,841 |  |  |  | 7,141,471 |  |  |  | - |
|  | Interest gain |  |  | 135,485 |  |  |  | 212,407 |  |  |  | - |
|  | Net loans received |  |  | (1,860,058 | ) |  |  | (1,854,680 | ) |  |  | - |
|  | Contributions in joint ventures |  |  | - |  |  |  | - |  |  |  | 3,000 |
Shareholders and other related parties |  | Puttable instruments |  |  | - |  |  |  | 4,399,631 |  |  |  | 5,187,058 |
|  | Net loans granted |  |  | 28,299 |  |  |  | 19,049 |  |  |  | 56,456,806 |
|  | Interest gain |  |  | - |  |  |  | - |  |  |  | 1,856,242 |
|  | Interest expenses |  |  | (2,425,703 | ) |  |  | (956,873 | ) |  |  | 481,594 |
|  | Own shares held by subsidiaries |  |  | (444,473 | ) |  |  | (133,079 | ) |  |  | - |
|  | In-kind contributions |  |  | 2,409,244 |  |  |  | 1,163,384 |  |  |  | 1,580,556 |
|  | Sales of goods and services |  |  | 2,911,723 |  |  |  | 6,565,027 |  |  |  | 1,027,830 |
|  | Purchases of goods and services |  |  | (1,998,349 | ) |  |  | (2,334,556 | ) |  |  | (3,158,002 | )
Key management personnel |  | Salaries, social security benefits and other benefits |  |  | (2,496,073 | ) |  |  | (1,995,361 | ) |  |  | (2,861,358 | )
|  | Stock options-based incentives |  |  | (8,181,849 | ) |  |  | (1,868,430 | ) |  |  | (1,508,159 | )
Total |  |  |  |  | 1,536,125 |  |  |  | 10,358,989 |  |  |  | 58,620,040 |

|  |  |  | Amounts receivable from related parties |
Party |  | Transaction type |  | 06/30/2024 |  |  | 06/30/2023 |
Joint ventures and associates |  | Trade debtors |  |  | 2,176,622 |  |  |  | 1,743,245 |
|  | Other receivables |  |  | 37,586,012 |  |  |  | 22,471,391 |
Shareholders and other related parties |  | Trade debtors |  |  | 37 |  |  |  | - |
|  | Other receivables |  |  | 47,348 |  |  |  | 19,049 |
Total |  |  |  |  | 39,810,019 |  |  |  | 24,233,685 |

|  |  |  | Amounts payable to related parties |
Party |  | Transaction type |  | 06/30/2024 |  |  | 06/30/2023 |
Joint ventures and associates |  | Trade creditors |  |  | (52,778,206 | ) |  |  | (41,479,606 | )
Net loans payables |  |  |  |  | (1,860,058 | ) |  |  | (1,854,680 | )
Shareholders and other related parties |  | Trade creditors |  |  | (37,985 | ) |  |  | (35,292 | )
Key management personnel |  | Salaries, social security benefits and other benefits |  |  | (226,702 | ) |  |  | (290,331 | )
Total |  |  |  |  | (54,902,951 | ) |  |  | (43,659,909 | )

76

BIOCERES GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024 and 2023 and for the years ended June 30, 2024, 2023 and 2022

(Amounts in US$, except otherwise indicated)

18. 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 year ended June 30, 2024 and 2023.

|  | 06/30/2024 |  |  | 06/30/2023 |  |  | 06/30/2022 |
Short-term employee benefits |  |  | 2,496,073 |  |  |  | 1,995,361 |  |  |  | 2,861,358 |
Share based payment |  |  | 8,181,849 |  |  |  | 1,868,430 |  |  |  | 1,508,159 |
|  |  | 10,677,922 |  |  |  | 3,863,791 |  |  |  | 4,369,517 |

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.

19. SHARE-BASED PAYMENT

| 19.1 | Bioceres S.A share based payments

In accordance with the compensation policy defined by the Group, certain directors of Bioceres S.A. have the option of choosing to collect the annual incentive in cash or in shares of BIOX. The incentive is for up to five times the monthly salary of each one and increases by $30,000 in the event that they choose to receive the incentive in the form of shares.

As of June 30, 2023, and 2022, 8,560 and 5,929 shares of Bioceres Crop Solutions Corp, were assigned to the beneficiaries, which were granted immediately in recognition of the professional performance demonstrated during the year.

Additionally, in January 2024, in compliance with the resolution in Minute No. 256 of the Board Meeting held in December 2021, it was decided to grant the Bioceres 2021 Award. It consists of 10,000 shares of Bioceres Crops Solutions Corp for Dr. Lía Raquel Chan, a researcher at CONICET, in recognition of her leadership in the early development of HB4 technology.

77

BIOCERES GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024 and 2023 and for the years ended June 30, 2024, 2023 and 2022

(Amounts in US$, except otherwise indicated)

| 19.2 | Bioceres Crop Solutions Corp share based payments

2023 Omnibus Equity Incentive Plan

On May 12, 2023, the board of directors of Bioceres Crop Solutions Corp approved the 2023 Omnibus Equity Incentive Plan to attract and retain the best available personnel, provide additional incentives to employees, directors and consultants and to promote the success of our business. In addition to introducing new incentive plans, it comprehensively amends and restates in entirety (i) the Employee Stock Purchase Plan, (ii) the Equity Compensation Plan, (iii) the Stand-Alone Stock Option Grant, and (iv) the Employee Stock Option Plan.

| - | Employee Stock Purchase Plan (“ESPP”): incentive plan for eligible employees with no stock compensation to purchase ordinary shares of BIOX up to a maximum of 15% percent of such employee’s monthly compensation. The number of ordinary shares subject to the ESPP shall be 200,000 ordinary shares. The purchase price will be equal to 85% of the lower of the closing price of BIOX’s ordinary shares on the first business day and the last business day of the relevant offering period. As of the date of these consolidated financial statements the ESSP is not yet implemented.

| - | Equity Compensation Plan: annual incentive plan based on certain financial and operational targets defined by the Board of Directors upon approval of the annual budget.

| - | Stand Alone Stock Option Grant: plan granted up to 1,200,000 underlying ordinary shares. The options have an exercise price of $4.55 and expire on October 31, 2029. Options can be exercised for a period of up to three years, with 1/3 vesting every 12 months, and on a cashless basis at their volume weighted average price (“VWAP”) of the ordinary shares during a twenty-day period to the date of exercise.

| - | Employee Stock Option Plan: plan granted up to 100,000 underlying ordinary shares to certain key employees. The options have an exercise price of $5.55 and expire on October 23, 2030. Options can be exercised for a period of up to three years, with 1/3 vesting every 12 months, and on a cashless basis at their volume weighted average price (“VWAP”) of the ordinary shares during a twenty-day period to the date of exercise.

| - | Past Share Option plan: immediately vested options with a strike price between $11.93 and $13.24.

| - | Base Share Option plan: to vest and become exercisable in equal installments on June 30, 2023, June 30, 2024, and June 30, 2025, with a strike price between $10.47 and $10.79.

| - | Performance Share Option plan: to vest and become exercisable if the Group’s fiscal year 2025 EBITDA reaches at least US$120 million, at 0% of the award, and linearly thereafter up to 100% of the awarded options when reaching at least US$150 million. These options have also a strike price of between $10.47 and $10.79.

The fair value of the stock options at the grant date was estimated using the “Black-Scholes” model, considering the terms and conditions under which the options on shares were granted and adjusted to consider the possible dilutive effect of the future exercise of options.

78

BIOCERES GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024 and 2023 and for the years ended June 30, 2024, 2023 and 2022

(Amounts in US$, except otherwise indicated)

Factor |  | Stand Alone Stock Option Grant |  |  | Employee Stock Option Plan |  |  | Past Share Option plan |  |  | Base Share Option plan |  |  | Performance Share Option plan |
Weighted average fair value of shares |  | $ | 5.42 |  |  | $ | 13.98 |  |  | $ | 11.45 |  |  | $ | 10.80 |  |  | $ | 10.79 |
Weighted average exercise price |  | $ | 4.55 |  |  | $ | 5.55 |  |  | $ | 12.48 |  |  | $ | 10.52 |  |  | $ | 10.52 |
Weighted average expected volatility |  |  | 29.69 | % |  |  | 42.18 | % |  |  | 48.73 | % |  |  | 54.73 | % |  |  | 54.73 | %
Dividend rate |  |  | 0 | % |  |  | 0 | % |  |  | 0 | % |  |  | 0 | % |  |  | 0 | %
Weighted average risk-free interest rate |  |  | 1.66 | % |  |  | 1.17 | % |  |  | 4.40 | % |  |  | 4.47 | % |  |  | 4.47 | %
Weighted average expected life |  |  | 9.89 years |  |  |  | 9.22 years |  |  |  | 4.89 years |  |  |  | 2.97 year |  |  |  | 2.97 year |
Weighted average fair value of stock options at measurement date |  | $ | 2.47 |  |  | $ | 10.10 |  |  | $ | 5.01 |  |  | $ | 4.46 |  |  | $ | 4.45 |

There are no market-related performance conditions or non-vesting conditions that should be considered for determining the fair value of options.

The Group estimated that nearly 100% of the share options will be exercised, based on historical trends of executive retention and option exercise behavior. This estimate is reviewed at the end of each annual or interim period.

2013 Stock Incentive Plan

As part of the merger described in Note 6, we have assumed the outstanding “2013 Stock Incentive Plan” from Pro Farm Group. On the merger date the total equity awards outstanding was converted consistent with the terms of the merger agreement into an aggregate of 1,191,362 option and or restricted stock units which was fully registered with the Securities and Exchange Commission on July 26, 2022. All equity awards retained their original granted terms. BIOX has not granted any additional awards under this plan during the year.

Bioceres Crop Solutions’ fair value of the grants was estimated utilizing a Black Scholes option pricing model based on the following range of assumptions which have determined consistent with BIOX’s historical methodology for such assumptions:

|  | July 12, 2022
Exercise price |  | $7.16 - 204.66
Expected life (years) |  | 0.03 - 9.83
Estimated volatility factor |  | 34.9% - 44.4%
Risk-free interest rate |  | 0.0%
Expected dividend yield |  | —

The following table shows the evolution of stock option and weighted average exercise price for the years ended June 30, 2024, and 2023:

|  | 06/30/2024 |  |  | 06/30/2023 |
|  | Number of options |  |  | W.A. Exercise price |  |  | Number of options |  |  | W.A. Exercise price |
At the beginning of the year |  |  | 1,791,000 |  |  |  | 15.79 |  |  |  | 1,047,801 |  |  |  | 4.63 |
Assumed for business combination |  |  | - |  |  |  | - |  |  |  | 1,046,774 |  |  |  | 25.65 |
Granted during the year |  |  | 5,631,894 |  |  |  | 10.55 |  |  |  | - |  |  |  | - |
Cancelled or expired during the year |  |  | (570 | ) |  |  | 10.07 |  |  |  | (36,244 | ) |  |  | 8.46 |
Exercised during the year |  |  | (76,529 | ) |  |  | 10.73 |  |  |  | (267,331 | ) |  |  | 11.86 |
Effective at the end of the year |  |  | 7,345,795 |  |  |  | 11.83 |  |  |  | 1,791,000 |  |  |  | 15.79 |

79

BIOCERES GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024 and 2023 and for the years ended June 30, 2024, 2023 and 2022

(Amounts in US$, except otherwise indicated)

Annual compensation - Bonus

Bonus in Cash is an annual cash incentive awarded up to an amount that is five times the individual’s monthly salary, which can be increased by $30,000 in value if the recipient decides to receive the base bonus in ordinary shares, to each of the executive offices. The bonus will be granted upon the meeting by the Company of certain financial and operational objectives. Each year the Board of Directors defines the objectives upon approval of the annual budget.

Bonus in Kind is an annual in-kind incentive awarded in ordinary shares to certain executive officers, to tie a portion of their compensation to financial and operational objectives. Each year the Board of Directors will define the objectives upon approval of the annual budget.

The number of shares that can be awarded under each bonus will be determined by using a 20-day volume weighted average price (“VWAP”) of the Company’s ordinary shares, starting with the day on which the relevant financial and operational objectives are met by the Company and the bonus is granted.

50% of bonus vests immediately if the financial and operational objectives are achieved as of such date, and the remaining 50% vests in the subsequent 12-months, upon meeting of the financial and operational objectives.

20. CONTINGENCIES, COMMITMENTS AND RESTRICTIONS ON THE DISTRIBUTION OF PROFITS

The new secured guaranteed notes and the convertibles notes referenced in Note 7.13 are secured by substantially all of the assets located in the United States of Pro Farm Group, Inc. and its U.S. subsidiaries and are guaranteed by BCS Holding Inc., Bioceres Crops do Brasil Ltda., Bioceres Crops S.A., Bioceres Semillas S.A.U., Verdeca LLC, Rasa Holding LLC, Rizobacter Argentina S.A., Rizobacter del Paraguay S.A., Rizobacter do Brasil Ltda., Rizobacter South Africa, Rizobacter Uruguay, Rizobacter USA, LLC, Pro Farm Group, Inc., Pro Farm Michigan Manufacturing LLC, Pro Farm, Inc., Pro Farm Technologies Comércio de Insumo Agrícolas do Brasil Ltda., Glinatur S.A. and Pro Farm OU.

21. EVENTS OCCURRING AFTER THE REPORTING PERIOD

On November 25, 2024, our subsidiary, Rizobacter Argentina S.A., announced the issuance of Series X corporate bonds in the Argentine market, detailed as follows:

Class A: $2.4 million 7.0% p.a. bonds due November 2026

Class B: $23.5 million 8.0% p.a. bonds due November 2027

The settlement date for both classes is November 28, 2024.

In December 2024, the Company issued 2,380,952 convertible preference shares for total proceeds of $15.0 million. These preference shares accrue a 9% per annum payment-in-kind (PIK) return and include contractual conversion features into either ordinary shares or shares of the surviving entity in connection with a future listing transaction, subject to specific conditions. If certain conditions are not met, the shares may be redeemable for cash. The instrument has been classified as a financial liability in accordance with IAS 32.

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.

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BIOCERES GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024 and 2023 and for the years ended June 30, 2024, 2023 and 2022

(Amounts in US$, except otherwise indicated)

Subsequent to June 30, 2024, the Group initiated a plan to dispose of its investment in Theo I SCSp, currently recognized as a non-current asset under the Investments in joint ventures and associates line item in the consolidated statement of financial position. The sale process is expected to be completed during the first half of fiscal year 2026.

As of the date of authorization of these consolidated financial statements, the investment meets the criteria to be classified as a disposal group held for sale under IFRS 5. Theo I SCSp is included within the Seed Development and Strategic Investment segment of the Group. The planned disposal aligns with the Group’s strategic focus and capital allocation priorities.

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 June 30, 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.

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