BIOCERES CROP SOLUTIONS CORP.

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

As of December 31, 2025, and June 30, 2025

(Amounts in US$)


		Notes		12/31/2025		06/30/2025
ASSETS
CURRENT ASSETS
Cash and cash equivalents		5.1		11,064,683		32,695,079
Other financial assets		5.2		1,515,145		2,040,038
Trade receivables		5.3		154,931,523		165,859,933
Other receivables		5.4		15,343,683		15,861,981
Recoverable income tax				1,908,344		1,864,817
Inventories		5.5		64,789,545		87,611,269
Biological assets				2,363,568		2,378,380
Assets subject to foreclosure		4		42,363,563		—
Total current assets				294,280,054		308,311,497

NON-CURRENT ASSETS
Other financial assets		5.2		49		58
Trade receivables		5.3		1,266,738		2,506,834
Other receivables		5.4		24,374,686		23,660,530
Recoverable income tax				19,435		17,995
Deferred tax assets		7		5,520,951		4,916,980
Investments in joint ventures and associates		11		39,474,913		39,371,264
Investment properties				—		570,324
Property, plant and equipment		5.6		61,085,579		74,575,386
Intangible assets		5.7		87,289,801		181,173,079
Goodwill		5.8		36,073,683		112,163,432
Right of use asset		14		10,975,652		16,377,701
Total non-current assets				266,081,487		455,333,583
Total assets				560,361,541		763,645,080

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

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UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

As of December 31, 2025, and June 30, 2025

(Amounts in US$)


		Notes		12/31/2025		06/30/2025
LIABILITIES
CURRENT LIABILITIES
Trade and other payables		5.9		89,408,430		96,432,604
Borrowings		5.10		90,063,228		119,728,126
Employee benefits and social security		5.13		4,964,421		6,174,012
Deferred revenue and advances from customers		5.14		2,497,944		4,282,668
Income tax payable				6,428,697		452,800
Consideration for acquisition		5.12		791,280		1,761,274
Secured notes		5.11		104,354,169		102,270,445
Lease liabilities		14		2,765,072		6,884,042
Liabilities subject to foreclosure		4		27,363,563		—
Total current liabilities				328,636,804		337,985,971

NON-CURRENT LIABILITIES
Trade and other payables		5.9		51,650,942		48,481,726
Borrowings		5.10		34,155,963		38,198,026
Deferred revenue and advances from customers		5.14		1,436,912		1,436,912
Joint ventures and associates		11		742,301		1,007,678
Deferred tax liabilities		7		27,393,793		30,122,920
Provisions				1,238,122		1,267,572
Consideration for acquisition				372,373		397,774
Lease liabilities		14		8,118,030		9,527,939
Total non-current liabilities				125,108,436		130,440,547
Total liabilities				453,745,240		468,426,518

EQUITY
Equity attributable to owners of the parent				76,406,326		265,444,568
Non-controlling interest				30,209,975		29,773,994
Total equity				106,616,301		295,218,562
Total equity and liabilities				560,361,541		763,645,080

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

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UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

For the three- and six-month period ended of December 31, 2025, and 2024

(Amounts in US$)


				Three-month period ended				Six-month period ended
		Notes		12/31/2025		12/31/2024		12/31/2025		12/31/2024
Revenues from contracts with customers		6.1		73,674,526		98,880,989		142,640,298		182,313,271
Initial recognition and changes in the fair value of biological assets at the point of harvest				131,804		(78,122)		292,344		588,053

Cost of sales		6.2		(47,154,348)		(57,260,905)		(85,515,467)		(109,560,851)
Changes in the net realizable value of agricultural products after harvest				237,675		(767,667)		(102,397)		(204,522)
Research and development expenses		6.3		(2,347,566)		(1,968,597)		(5,999,379)		(4,355,861)
Selling, general and administrative expenses		6.4		(17,144,866)		(25,351,644)		(34,327,650)		(48,964,269)
Share of profit or loss of joint ventures and associates		11		72,254		360,155		369,026		(226,163)
Other income or expenses, net		6.5		52,914		549,863		(148,885)		25,840
Operating profit				7,522,393		14,364,072		17,207,890		19,615,498

Financial cost		6.6		(7,950,232)		(6,429,412)		(16,118,130)		(13,078,030)
Other financial results		6.6		(938,299)		(634,948)		(4,717,256)		(3,903,776)
(Loss) / Profit before income tax				(1,366,138)		7,299,712		(3,627,496)		2,633,692

Income tax		7		(3,109,370)		(636,153)		(5,588,394)		255,526
(Loss) / Profit of the period from continuing operations				(4,475,508)		6,663,559		(9,215,890)		2,889,218

Profit / (Loss) of the period from discontinued operations		4		1,014,318		(6,058,318)		(1,693,532)		(8,482,030)
Loss related to foreclosure		4		(179,008,341)		—		(179,008,341)		—
Loss of the period from discontinued operations				(177,994,023)		(6,058,318)		(180,701,873)		(8,482,030)

(Loss) / Profit of the period				(182,469,531)		605,241		(189,917,763)		(5,592,812)

(Loss) / Profit from continuing operations attributable to:
Equity holders of the parent				(5,045,798)		6,201,853		(9,665,833)		2,256,303
Non-controlling interests				570,290		461,706		449,943		632,915
				(4,475,508)		6,663,559		(9,215,890)		2,889,218

Loss from discontinued operations attributable to:
Equity holders of the parent				(177,994,023)		(6,058,318)		(180,701,873)		(8,482,030)
Non-controlling interests				—		—		—		—
				(177,994,023)		(6,058,318)		(180,701,873)		(8,482,030)

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

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UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

For the three- and six-month period ended of December 31, 2025, and 2024

(Amounts in US$)


				Three-month period ended				Six-month period ended
		Notes		12/31/2025		12/31/2024		12/31/2025		12/31/2024
(Loss) / Profit of the period				(182,469,531)		605,241		(189,917,763)		(5,592,812)

Other comprehensive loss from continuing operations				268,609		94,004		(44,119)		82,961
Items that may be subsequently reclassified to loss				268,609		94,004		(44,119)		82,961
Foreign exchange differences on translation of foreign operations				268,609		94,004		(44,119)		82,961

Other comprehensive (loss) / profit from discontinued operations				—		—		—		—

Total comprehensive (loss) / profit				(182,200,922)		699,245		(189,961,882)		(5,509,851)

Total comprehensive (loss)/ profit from continuing operations attributable to:
Equity holders of the parent				(4,753,405)		6,452,086		(9,695,990)		2,460,976
Non-controlling interests				546,506		305,477		435,981		511,203
				(4,206,899)		6,757,563		(9,260,009)		2,972,179
Total comprehensive loss from discontinued operations attributable to:
Equity holders of the parent				(177,994,023)		(6,058,318)		(180,701,873)		(8,482,030)
Non-controlling interests				—		—		—		—
				(177,994,023)		(6,058,318)		(180,701,873)		(8,482,030)
(Loss)/Profit per share

From continuing operations
Basic (loss)/profit attributable to ordinary equity holders of the parent		8		(0.0795)		0.0987		(0.1523)		0.0359
Diluted (loss)/profit attributable to ordinary equity holders of the parent		8		(0.0795)		0.0982		(0.1523)		0.0357

From discontinued operations
Basic loss attributable to ordinary equity holders of the parent		8		(2.8041)		(0.0964)		(2.8467)		(0.1350)
Diluted loss attributable to ordinary equity holders of the parent		8		(2.8041)		(0.0964)		(2.8467)		(0.1350)

From continuing and discontinued operations
Basic (loss)/profit attributable to ordinary equity holders of the parent		8		(2.8836)		0.0023		(2.9990)		(0.0991)
Diluted (loss)/profit attributable to ordinary equity holders of the parent		8		(2.8836)		0.0023		(2.9990)		(0.0991)

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

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UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

For the six-month period ended of December 31, 2025, and 2024

(Amounts in US$)


		Attributable to the equity holders of the parent
																						Equity /
										Stock										Revaluation		(deficit)
						Changes		Own		options								Foreign		of PP&E		attributable
						in non-		shares		and share								currency		and effect		to owners		Non-
		Issued		Share		controlling		trading		based		Convertible		Cost of own		Retained		translation		of tax rate		of the		controlling	Total
Description		capital		premium		interests		premium		incentives		instruments		shares held		deficit		reserve		change		parent		Interests	equity
06/30/2024		6,500		327,640,676		(255,893)		(780,841)		19,427,375		9,285,261		(31,287,979)		(9,627,329)		794,189		(160,702)		315,041,257		36,339,595	351,380,852
Share-based incentives		—		63,055		—		—		1,395,951		—		—		—		—		—		1,459,006		—	1,459,006
Purchase of own shares		—		—		—		—		—		—		(926,899)		—		—		—		(926,899)		—	(926,899)
Distribution of dividends by subsidiary		—		—		—		—		—		—		—		—		—		—		—		(72,051)	(72,051)
(Loss)/Profit for the period		—		—		—		—		—		—		—		(6,225,727)		—		—		(6,225,727)		632,915	(5,592,812)
Other comprehensive (loss)/profit		—		—		—		—		—		—		—		—		204,673		—		204,673		(121,712)	82,961
12/31/2024		6,500		327,703,731		(255,893)		(780,841)		20,823,326		9,285,261		(32,214,878)		(15,853,056)		998,862		(160,702)		309,552,310		36,778,747	346,331,057

06/30/2025		6,500		330,000,508		2,635,884		(780,841)		21,463,707		9,285,261		(32,214,878)		(65,043,383)		252,512		(160,702)		265,444,568		29,773,994	295,218,562
Share-based incentives		—		—		—		—		533		—		—		—		—		—		533		—	533
Contingent consideration payment (Note 5.12)		—		807		—		(2,861,242)		—		—		3,731,230		—		—		—		870,795		—	870,795
Sale of own shares		—		—		—		(2,825,092)		—		—		3,313,385		—		—		—		488,293		—	488,293
(Loss)/Profit for the period		—		—		—		—		—		—		—		(190,367,706)		—		—		(190,367,706)		449,943	(189,917,763)
Other comprehensive loss		—		—		—		—		—		—		—		—		(30,157)		—		(30,157)		(13,962)	(44,119)
12/31/2025		6,500		330,001,315		2,635,884		(6,467,175)		21,464,240		9,285,261		(25,170,263)		(255,411,089)		222,355		(160,702)		76,406,326		30,209,975	106,616,301

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

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UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the six-month period ended of December 31, 2025, and 2024

(Amounts in US$)


		Notes		12/31/2025		12/31/2024
OPERATING ACTIVITIES
Loss of the period				(189,917,763)		(5,592,812)
Loss of the period from discontinued operations				180,701,873		8,482,030

Adjustments to reconcile profit to net cash flows
Income tax		6		5,588,394		(255,526)
Financial results				20,835,386		16,981,806
Depreciation of property, plant and equipment		5.6		2,226,204		2,400,642
Amortization of intangible assets		5.7		3,030,395		2,364,505
Depreciation of leased assets		14		1,760,806		1,771,006
Restructuring and transactional expenses				1,304,814		—
Share-based incentive and stock options				—		2,207,384
Share of profit or loss of joint ventures and associates		11		(369,026)		226,163
Provisions for contingencies				109,186		175,487
Allowance for impairment of trade debtors				1,104,849		1,923,790
Allowance for obsolescence				1,102,370		477,756
Initial recognition and changes in the fair value of biological assets				(292,344)		(588,053)
Changes in the net realizable value of agricultural products after harvest				102,397		204,522
Gain on sale of equipment and intangible assets				(23,902)		(147,199)

Working capital adjustments
Trade receivables				(6,827,057)		(24,559,378)
Other receivables				(3,249,114)		866,073
Income and minimum presumed income taxes				(3,571,301)		(4,640,270)
Inventories and biological assets				12,639,705		20,694,524
Trade and other payables				9,303,135		(26,893,597)
Employee benefits and social security				(839,739)		889,412
Deferred revenue and advances from customers				(1,401,302)		(1,039,002)
Interest collected				4,125,660		3,579,162
Inflation effects on working capital adjustments				27,213		66,366
Net cash flows generated by operating activities from continuing operations				37,470,839		(405,209)
Net cash flows used in operating activities from discontinued operations				(5,704,951)		204,846
Net cash flows generated by (used in) operating activities				31,765,888		(200,363)

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

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Table of Contents

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the six-month period ended of December 31, 2025, and 2024

(Amounts in US$)


		Notes		12/31/2025		12/31/2024
INVESTMENT ACTIVITIES
Proceeds from sale of property, plant and equipment				26,504		155,471
Proceeds from financial assets				342,043		9,628,376
Investment in financial assets				(773,591)		(5,656,002)
Purchase of property, plant and equipment		5.6		(659,642)		(2,795,812)
Capitalized development expenditures		5.7		(894,474)		(3,436,077)
Purchase of intangible assets		5.7		(32,617)		(284,372)
Net cash flows used in investing activities from continuing operations				(1,991,777)		(2,388,416)
Net cash flows used in investing activities from discontinued operations				(2,076,440)		(2,725,089)
Net cash flows used in investing activities				(4,068,217)		(5,113,505)

FINANCING ACTIVITIES
Proceeds from borrowings				17,012,458		78,471,874
Repayment of borrowings and financed payments				(52,404,135)		(75,383,977)
Interest payments				(6,982,945)		(12,598,035)
Other financial payments				(1,511,498)		(2,249,398)
Purchase of own shares				—		(926,899)
Sales of own shares				488,293		—
Leased assets payments		14		(2,238,286)		(2,205,274)
Cash dividend distributed by subsidiary				—		(72,051)
Net cash flows used in financing activities from continuing operations				(45,636,113)		(14,963,760)
Net cash flows (used in) generated by financing activities from discontinued operations				(1,066,329)		2,651,251
Net cash flows used in financing activities				(46,702,442)		(12,312,509)

Net decrease in cash and cash equivalents from continuing operations				(10,157,051)		(17,757,385)
Net (decrease) / increase in cash and cash equivalents from discontinued operations				(8,847,720)		131,008
Net decrease in cash and cash equivalents				(19,004,771)		(17,626,377)

Inflation effects on cash and cash equivalents				(75)		1,960

Cash and cash equivalents as of beginning of the period		5.1		32,695,079		44,473,270
Effect of exchange rate changes on cash and equivalents				(2,069,722)		2,327,888
Cash reclassified to assets subject to foreclosure		4		(555,828)		(4,145,525)
Cash and cash equivalents as of the end of the period		5.1		11,064,683		25,031,216

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

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NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US$, except otherwise indicated)

●

the assets and liabilities related to the discontinued operation have been presented separately in the consolidated statement of financial position;

●

cash flow attributable to the discontinued operation have been presented separately from those of continuing operations in the consolidated statement of cash flows, disclosing operating, investing and financing cash flows; and

●

comparative information has been recast to reflect the discontinued operation presentation.

Net assets classified as subject to foreclosure

The carrying amount of the net assets subject to foreclosure was estimated based on the best information available on the reporting date as the transition process remained ongoing and had not been formally finalized.


		12/31/2025
Current assets
Cash and cash equivalents		555,828
Trade receivables		22,163,439
Other receivables		3,046,129
Inventories		12,742,121
Non-current assets
Investment properties		568,967
Property, plant and equipment		12,171,900
Intangible assets		89,149,047
Goodwill		76,089,749
Right of use asset		4,884,724
Total assets subject to foreclosure		221,371,904

Current liabilities
Trade and other payables		18,416,300
Borrowings		21,046
Employee benefits and social security		369,852
Consideration for acquisition		7,530
Lease liabilities		988,531
Non-current liabilities
Borrowings		3,024,032
Deferred revenue and advances from customers		383,422
Lease liabilities		4,152,850
Total liabilities subject to foreclosure		27,363,563

Net assets subject to foreclosure		194,008,341

Total assets subject to foreclosure amounting to $221.4 million were remeasured based on the foreclosure consideration offered from the noteholders, which amounted to $15.0 million, together with estimated assumed liabilities classified in the consolidated statements of financial position as “Liabilities subject to foreclosure” of $27.4 million. As a result of this remeasurement, assets subject to foreclosure reached to $42.4 million and are presented in the consolidated statements of financial position as “Asset subject to foreclosure.”

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NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US$, except otherwise indicated)

Net income from discontinued operations


	Three-month period ended		Six-month period ended
	12/31/2025	12/31/2024	12/31/2025	12/31/2024
Revenues from contracts with customers	15,783,275	7,878,122	24,253,498	17,066,918
Cost of sales	(4,965,581)	(4,289,502)	(7,900,947)	(7,785,601)
Research and development expenses	(1,513,131)	(2,224,239)	(3,577,786)	(4,248,254)
Selling, general and administrative expenses	(6,825,222)	(7,809,434)	(12,779,498)	(14,360,935)
Other income or expenses, net	122,906	(388)	129,029	(388)
Operating profit (loss)	2,602,247	(6,445,441)	124,296	(9,328,260)

Financial cost	(907,200)	(1,002,373)	(1,855,705)	(1,515,603)
Other financial results	(79,534)	554,251	243,043	1,151,858
Income (Loss) before income tax	1,615,513	(6,893,563)	(1,488,366)	(9,692,005)

Income tax	(601,195)	835,245	(205,166)	1,209,975
(Loss)/ Profit for the period from discontinued operations	1,014,318	(6,058,318)	(1,693,532)	(8,482,030)

5. INFORMATION ABOUT COMPONENTS OF CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

5.1. Cash and cash equivalents


		12/31/2025		06/30/2025
Cash at bank and on hand		9,173,159		19,488,145
Mutual funds		1,891,524		13,206,934
		11,064,683		32,695,079

5.2. Other financial assets


		12/31/2025		06/30/2025
Current
Mutual funds		—		144,606
Trusts		1,203,762		895,660
Shares of Moolec Science S.A.		38,278		976,425
Other investments		273,105		23,347
		1,515,145		2,040,038

		12/31/2025		06/30/2025
Non-current
Other investments		49		58
		49		58

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NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US$, except otherwise indicated)

5.3. Trade receivables


		12/31/2025		06/30/2025
Current
Trade debtors		160,803,234		171,840,254
Allowance for impairment of trade debtors		(15,282,223)		(13,847,745)
Shareholders and other related parties (Note 15)		—		122
Allowance for credit notes to be issued		(1,069,633)		(711,663)
Trade debtors - Joint ventures and associates (Note 15)		456,672		4,179
Deferred checks		10,023,473		8,574,786
		154,931,523		165,859,933

		12/31/2025		06/30/2025
Non-current
Trade debtors		1,098,778		2,123,463
Allowance for impairment of trade debtors		(48,196)		(275,718)
Shareholders and other related parties (Note 15)		45,665		249,579
Trade debtors - Joint ventures and associates (Note 15)		170,491		409,510
		1,266,738		2,506,834

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

5.4. Other receivables


		12/31/2025		06/30/2025
Current
Taxes		7,498,508		8,884,305
Shareholders and other related parties (Note 15)		79,854		77,045
Other receivables – Joint ventures and associates (Note 15)		200,000		200,000
Prepayments to suppliers		6,341,644		5,834,158
Prepaid expenses and other receivables		231,222		251,590
Miscellaneous		992,455		614,883
		15,343,683		15,861,981

		12/31/2025		06/30/2025
Non-current
Taxes		468,511		576,538
Shareholders and other related parties (Note 15)		2,928,121		2,698,047
Other receivables – Joint ventures and associates (Note 15)		19,461,731		18,947,793
Reimbursements over exports		1,286,323		1,204,269
Loans receivables		230,000		230,000
Miscellaneous		—		3,883
		24,374,686		23,660,530

F-17

Table of Contents

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US$, except otherwise indicated)

5.5. Inventories


		12/31/2025		06/30/2025
Seeds		4,392,180		5,317,730
Resale products		30,369,865		42,228,777
Manufactured products		16,637,015		13,648,705
Goods in transit		3,054,636		6,024,201
Supplies		12,191,532		19,286,246
Agricultural products		1,464,609		4,612,064
Allowance for obsolescence		(3,320,292)		(3,506,454)
		64,789,545		87,611,269

Net of agricultural products		63,324,936		82,999,205

5.6. Property, plant and equipment

Property, plant and equipment as of December 31, 2025 and 2024 included the following:


		Net carrying								Subjects to		Depreciation		Foreign		Net carrying
		amount								foreclosure		of the period		currency		amount
Class		06/30/2025		Additions		Transfers		Disposals		(Note 4)		⁽¹⁾		translation		12/31/2025
Office equipment		369,451		9,601		—		—		—		(37,761)		(1,746)		339,545
Vehicles		1,337,784		—		—		(25,338)		—		(314,395)		(3,101)		994,950
Equipment and computer software		331,763		18,706		—		(1,166)		—		(118,020)		(2,215)		229,068
Fixtures and fittings		2,159,631		—		97,491		—		(77,040)		(437,578)		17,859		1,760,363
Machinery and equipment		14,441,869		120,710		334,265		—		(5,778,571)		(1,956,297)		(55,145)		7,106,831
Land and buildings		39,076,126		13,410		—		—		(3,968,509)		(517,862)		(6,184)		34,596,981
Buildings in progress		16,858,762		1,983,572		(431,756)		—		(2,347,780)		—		(4,957)		16,057,841
Total		74,575,386		2,145,999		—		(26,504)		(12,171,900)		(3,381,913)		(55,489)		61,085,579


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

⁽¹⁾	For the periods ended December 31, 2025 and December 31, 2024, depreciation expense of $1,155,709 and $634,542, respectively, related to property, plant and equipment has been reclassified to Loss from discontinued operations in the consolidated statement of comprehensive income.

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

F-18

Table of Contents

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US$, except otherwise indicated)

5.7. Intangible assets

Intangible assets as of December 31, 2025 and 2024 included the following:


		Net carrying						Subjects to		Amortization		Foreign		Net carrying
		amount				Transfers/		foreclosure		of the period		currency		amount
Class		06/30/2025		Additions		Disposals		(Note 4)		⁽¹⁾		translation		12/31/2025
Seed and integrated products
HB4 technology and breeding program		36,464,171		347,876		—		—		(1,132,072)		—		35,679,975
Integrated seed products		2,526,410		—		—		—		(95,785)		12,458		2,443,083
Crop nutrition
Microbiological products		43,570,817		—		—		(38,014,989)		(2,066,885)		62,401		3,551,344
Microbiological products in progress		11,909,700		1,473,457		(2,602)		(8,187,674)		—		—		5,192,881
Other intangible assets
Trademarks and patents		46,201,854		14,990		—		(41,664,092)		(1,857,857)		—		2,694,895
Trademarks and patents with indefinite useful lives		7,827,309		—		—		—		—		—		7,827,309
Software		1,313,947		—		33,584		—		(305,800)		—		1,041,731
Software in progress		609,953		17,627		(33,584)		—		—		—		593,996
Customer loyalty		20,268,101		—		—		(1,282,292)		(677,998)		—		18,307,811
RG/RS/OX Wheat in progress		10,480,817		—		—		—		(524,041)		—		9,956,776
Total		181,173,079		1,853,950		(2,602)		(89,149,047)		(6,660,438)		74,859		87,289,801


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

⁽¹⁾	For the periods ended December 31, 2025 and December 31, 2024, amortization expense of $3,630,043 and $3,579,741, respectively, related to intangible assets has been reclassified to Loss from discontinued operations in the consolidated statement of comprehensive income.

The amortization charge is included in Notes 6.3 and 6.4.

F-19

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NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US$, except otherwise indicated)

5.8. Goodwill


		12/31/2025		06/30/2025
Rizobacter Argentina S.A.		28,080,271		28,080,271
Bioceres Crops S.A.		7,523,322		7,523,322
Pro farm Group, Inc. (Note 4)		—		76,089,749
Insumos Agroquímicos S.A.		470,090		470,090
		36,073,683		112,163,432

5.9. Trade and other payables


		12/31/2025		06/30/2025
Current
Trade creditors		78,721,093		87,073,151
Shareholders and other related parties (Note 15)		805,903		286,172
Trade creditors - Parent company (Note 15)		—		878,874
Trade creditors - Joint ventures and associates (Note 15)		3,815,299		3,625,406
Taxes		5,847,258		3,283,856
Miscellaneous		218,877		1,285,145
		89,408,430		96,432,604

Non-current
Trade creditors		—		4,785,300
Trade creditors - Joint ventures and associates (Note 15)		51,650,942		43,696,426
		51,650,942		48,481,726

5.10. Borrowings


		12/31/2025		06/30/2025
Current
Bank borrowings		66,710,152		93,752,214
Corporate bonds		23,353,076		25,265,276
Trust debt securities		—		710,636
		90,063,228		119,728,126
Non-current
Bank borrowings		10,626,252		12,271,490
Corporate bonds		23,529,711		25,926,536
		34,155,963		38,198,026

F-20

Table of Contents

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US$, except otherwise indicated)

The carrying value of some borrowings as of December 31, 2025 are measured at amortized cost and differ from their fair value. The following fair values measured are based on discounted cash flows (Level 3) due to the use of unobservable inputs, including own credit risk.


		12/31/2025				06/30/2025
		Amortized cost		Fair value		Amortized cost		Fair value
Current
Bank borrowings		66,710,152		59,665,995		93,752,214		83,183,234
Corporate Bonds		23,353,076		21,794,794		25,265,276		22,529,823

Non-current
Bank borrowings		10,626,252		7,820,114		12,271,490		9,402,501
Corporate Bonds		23,529,711		18,018,086		25,926,536		18,732,545

Cooperatieve Rabobank U.A.

In January 2025, we completed a $20 million financing agreement with Coöperatieve Rabobank U.A. (“Rabobank”) The capital will be repaid in seven semi-annual installments between June 15, 2026, and June 15, 2029. The annual interest rate is Term SOFR plus a margin ranging from 5.15% to 6.15%, with interest payable semi-annually at the end of each interest period.

As a result of market conditions described in Note 2, our performance indicators were affected, leading us to exceed the thresholds established in Rabobank’s agreement for both the Net Financial Debt to EBITDA ratio and the Current Liquidity ratio. However, on September 5, 2025, we reached a waiver and amendment agreement under which Rabobank agreed to waive the breach of these ratios for the fiscal year ended June 30, 2025. Nevertheless, since the waiver was granted after the closing date of these financial statements, we were unable to demonstrate, as of June 30, 2025, an unconditional right to defer settlement of the liability for at least twelve months. Accordingly, we reclassified the loan as a current liability.

In addition to the waiver, the amendment sets forth the following key financial provisions that our subsidiary, Rizobacter, is required to comply with: (i) new progressive limits for the Net Financial Debt to EBITDA ratio, starting at 6.00x as of September 30, 2025, and gradually decreasing to 2.75x by September 30, 2027; (ii) a maximum gross financial debt cap, ranging between USD 105 million and USD 130 million on a quarterly basis; (iii) a restriction on granting new intercompany loans (financial or commercial) that exceed the amounts in effect at the time of signing the agreement, unless funds are provided by the parent company; and (iv) for the fiscal years ending in June 2026 and 2027, capital investments will be limited to maintenance purposes only.

Notwithstanding these amendments, as of December 31, 2025, Pro Farm Technologies Oy breached one of the financial covenants stipulated in the agreement. As a result, and due to the joint liability assumed by the Group, the full outstanding balance of the facility of $20 million of capital plus accrued interest were reclassified as a current liability as of the reporting date.

Corporate bonds

On February 26, 2026, Rizobacter Argentina S.A. obtained the consent of holders representing at least 70% of the outstanding principal to refinance its Series VIII Class B Corporate bonds, originally issued for $5.1 million, with an outstanding principal of $3.8 million, an original maturity date of February 10, 2026, and bearing interest at 3.98%. As a result, the terms of the bonds were amended to include: (i) an increase of the interest rate to 9.0%, payable semi-annually; (ii) an extension of the final maturity to 42 months from the settlement date; and (iii) a revised amortization schedule consisting of an initial 20% repayment at settlement and the remaining balance payable in installments through final maturity.

F-21

Table of Contents

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US$, except otherwise indicated)

As part of the transaction, Rizobacter committed to pursue a broader refinancing of Series IX and Series X, with outstanding capital of $16.7 million and $25.9 million, respectively. If such broader refinancing is not successfully completed, the amended Series VIII Class B Corporate bonds would become subject to early maturity on June 20, 2026, requiring payment of all outstanding principal and accrued interest on that date.

5.11. Secured notes

For the reasons outlined in Notes 2 and 4, since June 30, 2025, the Group has been unable to demonstrate an unconditional right to defer settlement of the liability for at least twelve months. Accordingly, the liability was reclassified as current as of that date. As of December 31, 2025, a total of $7.4 million had been accrued as a prepayment premium fee, of which $4.7 million had already been recognized as of June 2025.

5.12. Consideration for acquisition


		12/31/2025		06/30/2025
Current
Consideration for acquisition of assets		791,280		1,761,274
		791,280		1,761,274
Non-current
Consideration for acquisition of assets		372,373		397,774
		372,373		397,774

In July 2025, we partially settled the contingent consideration related to the Pro Farm acquisition, assumed as part of the business combination with Pro Farm Inc. (formerly Marrone Bio Innovations, Inc.), through the delivery of 237,054 treasury shares and the issuance of 220 new shares. As of December 31, 2025, an additional amount equivalent to 5,954 shares remains outstanding.

5.13. Employee benefits and social security


		12/31/2025		06/30/2025
Salaries, accrued incentives, vacations and social security		4,779,985		6,108,130
Key management personnel (Note 16)		184,436		65,882
		4,964,421		6,174,012

5.14. Deferred revenue and advances from customers


	12/31/2025		06/30/2025
Current
Advances from customers	2,497,944		4,282,668
	2,497,944		4,282,668
Non-current
Deferred revenue	1,436,912		1,436,912
	1,436,912		1,436,912

F-22

Table of Contents

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US$, except otherwise indicated)

6. INFORMATION ABOUT COMPONENTS OF CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

6.1. Revenue from contracts with customers


		Three-month period ended				Six-month period ended
		12/31/2025		12/31/2024		12/31/2025		12/31/2024
Sale of goods and services		73,434,690		98,632,019		142,091,165		181,370,515
Royalties		239,836		248,970		549,133		942,756
		73,674,526		98,880,989		142,640,298		182,313,271

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

6.2. Cost of sales


	Three-month period ended				Six-month period ended
Item	12/31/2025		12/31/2024		12/31/2025		12/31/2024
Inventories as of the beginning of the period	85,021,914		109,450,616		82,999,205		110,913,884
Subject to foreclosure (Note 4)	(12,742,121)		—		(12,742,121)		—
Purchases of the period	31,091,235		39,733,111		66,007,852		87,376,569
Production costs ⁽¹⁾	7,314,349		5,339,587		12,632,950		11,843,478
Foreign currency translation	(206,093)		(747,253)		(57,483)		(561,825)
Subtotal	110,479,284		153,776,061		148,840,403		209,572,106
Inventories as of the end of the period ⁽²⁾	(63,324,936)		(92,225,654)		(63,324,936)		(92,225,654)
Cost of sales ⁽³⁾	47,154,348		61,550,407		85,515,467		117,346,452

⁽¹⁾

For the six-month periods ended December 31, 2025 and 2024, production costs amounting to $2,966,222 and $1,867,602, respectively, were reclassified to Loss from discontinued operations in the consolidated statement of comprehensive income. For the three-month periods ended December 31, 2025 and 2024, the amounts reclassified were $1,827,763 and $42,231, respectively.

⁽²⁾	Net of agricultural products.

⁽³⁾	For the six- and three-month periods ended December 31, 2024, cost of sales amounting to $7,785,601 and $4,289,502, respectively, were reclassified to Loss from discontinued operations in the consolidated statement of comprehensive income.

F-23

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NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US$, except otherwise indicated)

6.3. R&D classified by nature


		Three-month period ended				Six-month period ended
		Research and		Research and		Research and		Research and
		development		development		development		development
		expenses		expenses		expenses		expenses
Item		12/31/2025		12/31/2024		12/31/2025		12/31/2024
Amortization of intangible assets		1,042,869		754,648		2,090,756		1,485,013
Commissions and royalties		—		3,960		—		3,960
Depreciation of property, plant and equipment		196,422		198,777		392,750		367,662
Freight and haulage		—		893		—		1,085
Employee benefits and social securities		196,286		620,524		561,573		1,400,657
Maintenance		6,676		11,274		24,274		52,442
Energy and fuel		937		1,918		2,504		4,352
Supplies and materials		871,860		245,784		1,364,999		718,621
Mobility and travel		9,086		30,000		17,012		63,365
Share-based incentives		—		35,282		—		50,231
Professional fees and outsourced services		21,191		44,384		1,536,601		122,589
Professional fees related parties		—		—		—		16,373
Office supplies		738		(1,689)		1,623		12,404
Information technology expenses		270		(2,541)		1,588		11,655
Insurance		1,231		3,015		3,849		6,748
Depreciation of leased assets		—		20,916		—		37,252
Miscellaneous		—		1,452		1,850		1,452
Total		2,347,566		1,968,597		5,999,379		4,355,861


		12/31/2025	12/31/2024		12/31/2025		12/31/2024
R&D capitalized (Note 5.7)		1,153,036	3,368,772		1,821,333		5,022,789
R&D profit and loss		2,347,566	1,968,597		5,999,379		4,355,861
Total		3,500,602	5,337,369		7,820,712		9,378,650

F-24

Table of Contents

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US$, except otherwise indicated)

6.4. Expenses classified by nature and function


		Three-month period ended						Six-month period ended
				Selling,						Selling,
				general and						general and
		Production		administrative		Total		Production		administrative		Total
Item		costs		expenses		12/31/2025		costs		expenses		12/31/2025
Amortization of intangible assets		82,419		399,563		481,982		164,926		774,713		939,639
Commissions and royalties		253,018		339,349		592,367		559,040		616,117		1,175,157
Import and export expenses		—		71,306		71,306		—		215,849		215,849
Depreciation of property, plant and equipment		390,490		518,645		909,135		777,582		1,055,872		1,833,454
Depreciation of leased assets		810,694		44,315		855,009		1,223,674		537,132		1,760,806
Impairment of receivables		—		427,322		427,322		—		1,104,849		1,104,849
Freight and haulage		121,973		2,126,857		2,248,830		209,015		2,894,464		3,103,479
Employee benefits and social securities		1,798,018		5,742,103		7,540,121		3,379,957		11,803,894		15,183,851
Maintenance		698,085		326,095		1,024,180		1,055,278		676,112		1,731,390
Energy and fuel		149,814		24,480		174,294		334,059		50,858		384,917
Supplies and materials		55,524		208,899		264,423		128,057		573,215		701,272
Mobility and travel		23,780		342,362		366,142		46,431		899,062		945,493
Publicity and advertising		—		762,340		762,340		—		1,669,903		1,669,903
Contingencies		6,149		69,586		75,735		15,527		93,659		109,186
Professional fees and outsourced services		112,672		2,258,752		2,371,424		563,493		4,292,248		4,855,741
Office supplies and registrations fees		1,721		158,044		159,765		4,471		263,213		267,684
Insurance		28,871		365,576		394,447		67,658		1,035,191		1,102,849
Information technology expenses		3,799		487,478		491,277		11,391		923,628		935,019
Obsolescence		944,946		—		944,946		1,102,370		—		1,102,370
Taxes		4,444		2,461,168		2,465,612		18,643		4,828,468		4,847,111
Miscellaneous		169		10,626		10,795		5,156		19,203		24,359
Total		5,486,586		17,144,866		22,631,452		9,666,728		34,327,650		43,994,378

F-25

Table of Contents

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US$, except otherwise indicated)


		Three-month period ended						Six-month period ended
				Selling,						Selling,
				general and						general and
		Production		administrative		Total		Production		administrative		Total
Item		costs		expenses		12/31/2024		costs		expenses		12/31/2024
Amortization of intangible assets		55,985		334,208		390,193		156,124		723,368		879,492
Analysis and storage		—		5,371		5,371		—		8,285		8,285
Commissions and royalties		560,371		217,537		777,908		560,371		994,134		1,554,505
Import and export expenses		(49,057)		234,658		185,601		—		655,178		655,178
Depreciation of property, plant and equipment		417,079		584,919		1,001,998		831,630		1,201,350		2,032,980
Depreciation of leased assets		537,435		458,103		995,538		694,762		1,038,992		1,733,754
Impairment of receivables		—		1,738,911		1,738,911		—		1,923,790		1,923,790
Freight and haulage		507,318		2,565,292		3,072,610		989,210		4,692,869		5,682,079
Employee benefits and social securities		2,089,862		7,896,771		9,986,633		3,637,584		14,998,917		18,636,501
Maintenance		365,665		521,498		887,163		741,278		879,128		1,620,406
Energy and fuel		178,341		18,632		196,973		294,101		42,155		336,256
Supplies and materials		131,968		360,348		492,316		313,896		881,164		1,195,060
Mobility and travel		27,741		670,637		698,378		59,304		1,371,345		1,430,649
Publicity and advertising		—		692,979		692,979		—		1,918,098		1,918,098
Contingencies		55,521		(177,193)		(121,672)		55,521		119,966		175,487
Share-based incentives		169,600		1,321,865		1,491,465		228,533		1,928,620		2,157,153
Professional fees and outsourced services		325,485		2,236,402		2,561,887		809,327		3,816,499		4,625,826
Professional fees related parties		—		226,041		226,041		—		270,679		270,679
Office supplies and registrations fees		17,189		97,034		114,223		59,035		348,067		407,102
Insurance		50,898		554,717		605,615		108,022		1,116,210		1,224,232
Information technology expenses		4,723		730,430		735,153		12,597		1,409,359		1,421,956
Obsolescence		(148,656)		11,794		(136,862)		401,812		75,944		477,756
Taxes		9,115		3,999,151		4,008,266		9,831		8,464,164		8,473,995
Miscellaneous		(9,227)		51,539		42,312		12,938		85,988		98,926
Total		5,297,356		25,351,644		30,649,000		9,975,876		48,964,269		58,940,145

F-26

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NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US$, except otherwise indicated)

6.5. Other income or expenses, net


		12/31/2025		12/31/2024		12/31/2025		12/31/2024
Net result from commercialization of agricultural products		(132,042)		(205,348)		(760,524)		(1,033,714)
Expenses recovery		(20,784)		334,232		(64,806)		505,719
Result of intangible sales		26,504		—		23,902		—
Others		179,236		420,979		652,543		553,835
		52,914		549,863		(148,885)		25,840

6.6. Finance results


		12/31/2025		12/31/2024	12/31/2025	12/31/2024
Financial costs
Interest expenses		(7,020,963)		(5,284,901)	(14,603,863)	(10,832,604)
Financial commissions		(929,269)		(1,144,511)	(1,514,267)	(2,245,426)
		(7,950,232)		(6,429,412)	(16,118,130)	(13,078,030)

Other financial results
Exchange differences generated by assets		(2,502,683)		(194,248)	(5,558,013)	(3,000,088)
Exchange differences generated by liabilities		1,694,236		(227,915)	4,406,932	1,041,921
Changes in fair value of financial assets or liabilities and other financial results		(151,441)		(267,203)	(951,772)	(1,992,755)
Prepayment premium fee (Note 5.11)		—		—	(2,676,273)	—
Net gain of inflation effect on monetary items		21,589		54,418	61,870	47,146
		(938,299)		(634,948)	(4,717,256)	(3,903,776)

7. TAXATION

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


		Three-month period ended				Six-month period ended
		12/31/2025		12/31/2024		12/31/2025		12/31/2024
Current tax expense		(4,756,431)		(3,568,637)		(9,297,065)		(4,863,336)
Deferred tax		1,647,061		2,932,484		3,708,671		5,118,862
Total		(3,109,370)		(636,153)		(5,588,394)		255,526


		12/31/2025		12/31/2024
Beginning of the period deferred tax		(25,205,940)		(25,296,931)
Charge for the period⁽¹⁾		3,708,671		6,328,837
Conversion difference		(375,573)		(699,854)
Total net deferred tax		(21,872,842)		(19,667,948)

⁽¹⁾	For the period ended December 31, 2024, the charge of the period includes $1,209,975 that were reclassified to Loss from discontinued operations in the consolidated statement of comprehensive income.

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NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US$, except otherwise indicated)

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


		Three-month period ended				Six-month period ended
		12/31/2025		12/31/2024		12/31/2025		12/31/2024
Earning before income tax-rate		(1,366,138)		7,299,712		(3,627,496)		2,633,692
Income tax expense by applying tax rate in force in the respective countries		(1,865,021)		(1,107,716)		(2,726,977)		347,022
Share of profit or loss of subsidiaries, joint ventures and associates		22,030		80,501		92,006		(15,763)
Stock options charge		—		(64,915)		—		(133,846)
Non-deductible expenses		169,116		589,391		(839,077)		258,333
Tax inflation adjustment		(1,019,201)		708,130		(1,032,231)		1,500,823
Result of inflation effect on monetary items and other finance results		88,715		(2,688,420)		(512,564)		(3,547,919)
Derecognition of tax loss carryforwards		(505,009)		—		(569,551)		—
Others		—		1,846,876		—		1,846,876
Income tax expenses		(3,109,370)		(636,153)		(5,588,394)		255,526

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


		Three-month period ended
		12/31/2025						12/31/2024
		Earning		Weight				Earning		Weight
		before		average				before		average
		income		applicable				income		applicable
Tax jurisdiction		tax-rate		tax rate		Income tax		tax-rate		tax rate		Income tax
Low or null taxation jurisdictions		(5,127,502)		0.0	%	—		5,481,793		0.0	%	—
Profit-making entities		10,742,379		34.5	%	(3,709,228)		7,937,625		35.9	%	(2,847,811)
Loss-making entities		(6,981,015)		26.4	%	1,844,207		(6,119,706)		28.4	%	1,740,095
		(1,366,138)				(1,865,021)		7,299,712				(1,107,716)


		Six-month period ended
		12/31/2025						12/31/2024
		Earning		Weight				Earning		Weight
		before		average				before		average
		income		applicable				income		applicable
Tax jurisdiction		tax-rate		tax rate		Income tax		tax-rate		tax rate		Income tax
Low or null taxation jurisdictions		(9,760,427)		0.0	%	—		6,695,356		0.0	%	—
Profit-making entities		16,073,654		34.6	%	(5,553,632)		10,418,456		35.0	%	(3,646,460)
Loss-making entities		(9,940,723)		28.4	%	2,826,655		(14,480,120)		27.6	%	3,993,482
		(3,627,496)				(2,726,977)		2,633,692				347,022

F-28

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NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US$, except otherwise indicated)

8. EARNING PER SHARE

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


		Three-month period ended				Six-month period ended
		12/31/2025		12/31/2024		12/31/2025		12/31/2024
Numerator
Loss for the period from continuing operations attributable to equity holders of the parent		(5,045,798)		6,201,853		(9,665,833)		2,256,303
Loss for the period from discontinued operations attributable to equity holders of the parent		(177,994,023)		(6,058,318)		(180,701,873)		(8,482,030)
Loss for the period attributable to equity holders attributable to equity holders of the parent		(183,039,821)		143,535		(190,367,706)		(6,225,727)

Denominator
Weighted average number of shares (basic EPS)		63,477,113		62,822,158		63,477,113		62,822,158
Weighted average number of shares (diluted EPS)		63,477,113		63,170,350		63,477,113		63,170,350

(Loss)/Profit per share from continuing operations
Basic loss attributable to ordinary equity holders of the parent		(0.0795)		0.0987		(0.1523)		0.0359
Diluted loss attributable to ordinary equity holders of the parent		(0.0795)		0.0982		(0.1523)		0.0357

Loss per share from discontinued operations
Basic loss attributable to ordinary equity holders of the parent		(2.8041)		(0.0964)		(2.8467)		(0.1350)
Diluted loss attributable to ordinary equity holders of the parent		(2.8041)		(0.0964)		(2.8467)		(0.1350)

(Loss)/Profit per share for the period attributable to equity holders
Basic loss attributable to ordinary equity holders of the parent		(2.8836)		0.0023		(2.9990)		(0.0991)
Diluted loss attributable to ordinary equity holders of the parent		(2.8836)		0.0023		(2.9990)		(0.0991)

For the three- and six-month period ended December 31, 2025 and for the six-month period ended December 31, 2024, diluted EPS was the same as basic EPS, as the effect of potential ordinary shares would be antidilutive.

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

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

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

F-29

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NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US$, except otherwise indicated)

9. EQUITY INFORMATION

Capital issued

As of December 31, 2025, we had (i) 100,000,000 ordinary shares ($0.0001 par value) authorized, (ii) 63,815,891 ordinary shares issued and outstanding, (iii) 1,000,000 preferred shares ($0.0001 par value) authorized, (iv) no preferred shares issued and outstanding, (v) 3,389,224 ordinary shares reserved for our equity compensation plans. Of the total issued shares, we have repurchased 2,065,614 shares of our own.

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

10. CASH FLOW INFORMATION

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


		12/31/2025		12/31/2024
Investment activities
Investment in-kind in other related parties (Note 15)		664,590		3,642,234
Capitalization of interest on buildings in progress		336,776		144,360
		1,001,366		3,786,594

		12/31/2025		12/31/2024
Financing activities
Contingent consideration payment with own shares (Note 5.12)		(870,795)		—
Financial liabilities with related parties		(251,120)		—
		(1,121,915)		—

11. JOINT VENTURES AND ASSOCIATES


		12/31/2025		06/30/2025
Assets
Synertech Industrias S.A.		39,438,411		39,334,762
Alfalfa Technologies S.R.L.		36,502		36,502
		39,474,913		39,371,264


		12/31/2025		06/30/2025
Liabilities
Trigall Genetics S.A.		742,301		1,007,678
		742,301		1,007,678

Changes in joint ventures investments and affiliates:


		12/31/2025	12/31/2024
As of the beginning of the period		38,363,586	39,489,898
Share of profit or loss		369,026	(226,163)
As of the end of the period		38,732,612	39,263,735

F-30

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NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US$, except otherwise indicated)

Share of profit or loss of joint ventures and affiliates:


		Three-month period ended				Six-month period ended
		12/31/2025		12/31/2024		12/31/2025	12/31/2024
Trigall Genetics S.A.		23,275		325,384		265,377	(452,814)
Synertech Industrias S.A.		48,979		34,771		103,649	226,651
		72,254		360,155		369,026	(226,163)

12. SEGMENT INFORMATION

As a result of the circumstances described in Note 4, discontinued operations have been excluded from segment information for the current period, and comparative figures have been recast accordingly.

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


		Seed and
		integrated		Crop		Crop
Six-month period ended December 31, 2025		products		protection		nutrition		Consolidated
Revenues from contracts with customers
Sale of goods and services		28,885,905		72,354,636		40,850,624		142,091,165
Royalties		549,133		—		—		549,133
Others
Initial recognition and changes in the fair value of biological assets at the point of harvest		292,344		—		—		292,344
Total		29,727,382		72,354,636		40,850,624		142,932,642


Cost of sales		(12,953,960)		(45,804,781)		(26,756,726)		(85,515,467)
Gross profit per segment		16,773,422		26,549,855		14,093,898		57,417,175
% Gross margin		56	%	37	%	35	%	40	%


		Seed and
		integrated		Crop		Crop
Six-month period ended December 31, 2024		products		protection		nutrition		Consolidated
Revenues from contracts with customers
Sale of goods and services		40,578,862		85,720,851		55,070,802		181,370,515
Royalties		942,756		—		—		942,756
Others
Initial recognition and changes in the fair value of biological assets at the point of harvest		588,053		—		—		588,053
Total		42,109,671		85,720,851		55,070,802		182,901,324

Cost of sales		(26,327,893)		(54,418,119)		(28,814,839)		(109,560,851)
Gross profit per segment		15,781,778		31,302,732		26,255,963		73,340,473
% Gross margin		37	%	37	%	48	%	40	%

F-31

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NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US$, except otherwise indicated)


		Seed and
		integrated		Crop		Crop
Three-month period ended December 31, 2025		products		protection		nutrition		Consolidated
Revenues from contracts with customers
Sale of goods and services		18,493,424		41,931,365		13,009,901		73,434,690
Royalties		239,836		—		—		239,836
Others
Initial recognition and changes in the fair value of biological assets at the point of harvest		131,804		—		—		131,804
Total		18,865,064		41,931,365		13,009,901		73,806,330

Cost of sales		(8,279,415)		(29,842,324)		(9,032,609)		(47,154,348)
Gross profit per segment		10,585,649		12,089,041		3,977,292		26,651,982
% Gross margin		56	%	29	%	31	%	36	%


		Seed and
		integrated		Crop		Crop
Three-month period ended December 31, 2024		products		protection		nutrition		Consolidated
Revenues from contracts with customers
Sale of goods and services		23,185,640		46,061,246		29,385,133		98,632,019
Royalties		248,970		—		—		248,970
Others
Initial recognition and changes in the fair value of biological assets at the point of harvest		(78,122)		—		—		(78,122)
Total		23,356,488		46,061,246		29,385,133		98,802,867

Cost of sales		(14,386,962)		(28,027,445)		(14,846,498)		(57,260,905)
Gross profit per segment		8,969,526		18,033,801		14,538,635		41,541,962
% Gross margin		38	%	39	%	49	%	42	%

13. FINANCIAL INSTRUMENTS – RISK MANAGEMENT

Financial instruments by category

The following tables show additional information required under IFRS 7 on the financial assets and liabilities recorded as of December 31, 2025, and June 30, 2025.

Financial assets by category


						Mandatorily measured at fair
		Amortized cost				value through profit or loss
Financial asset		12/31/2025		06/30/2025		12/31/2025		06/30/2025
Cash and cash equivalents		9,173,159		19,488,145		1,891,524		13,206,934
Other financial assets		49		58		1,515,145		2,040,038
Trade receivables		156,198,261		168,366,767		—		—
Other receivables (*)		25,178,484		23,975,920		—		—
Total		190,549,953		211,830,890		3,406,669		15,246,972

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

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NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US$, except otherwise indicated)

Financial liabilities by category


						Mandatorily measured at fair
		Amortized cost				value through profit or loss
Financial liability		12/31/2025		06/30/2025		12/31/2025		06/30/2025
Trade and other payables		140,023,626		141,779,322		1,035,746		3,135,008
Borrowings		123,968,071		157,926,152		251,120		—
Secured notes		104,354,169		102,270,445		—		—
Lease liability		10,883,102		16,411,981		—		—
Consideration for acquisition		1,156,123		1,075,234		7,530		1,083,814
Total		380,385,091		419,463,134		1,294,396		4,218,822

Financial instruments measured at fair value


Measurement at fair value at 12/31/2025		Level 1		Level 2		Level 3
Financial assets at fair value
Moolec Science S.A. shares		38,278		—		—
Other investments		1,476,867		—		—
Financial liability at fair value
Trade and other payables		—		1,035,746		—
Borrowings		251,120		—		—
Consideration for acquisition		7,530		—		—

Measurement at fair value at 06/30/2025		Level 1		Level 2		Level 3
Financial assets at fair value
Mutual funds		144,606		—		—
Moolec Science S.A. shares		976,425		—		—
Other investments		919,007		—		—
Financial liability at fair value
Trade and other payables		—		3,135,008		—
Consideration for acquisition		1,083,814		—		—

Estimation of fair value

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

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

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

The Group’s policy is to recognize transfers between different categories of 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.

F-33

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NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US$, except otherwise indicated)

Financial instruments not measured at fair value

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

The carrying value of financial instruments not measured at fair value does not differ significantly from their fair value, except for borrowings (Note 5.10).

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

Liquidity risk

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

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


						Between one and
As of December 31, 2025		Up to 3 months		3 to 12 months		three periods
Trade and other payables		47,104,064		42,304,366		51,650,942
Borrowings		37,490,039		52,573,189		34,155,963
Secured notes⁽¹⁾		104,354,169		—		—
Leasing liabilities		775,543		1,989,529		8,118,030
Consideration for acquisition		—		791,280		372,373
Total		189,723,815		97,658,364		94,297,308


						Between one and
As of June 30, 2025		Up to 3 months		3 to 12 months		three periods
Trade and other payables		35,989,362		60,443,242		48,481,726
Borrowings		78,084,912		41,643,214		38,198,026
Secured notes⁽¹⁾		102,270,445		—		—
Leasing liabilities		1,010,540		5,873,502		9,527,939
Consideration for acquisition		—		1,761,274		397,774
Total		217,355,259		109,721,232		96,605,465

⁽¹⁾As described in Note 5.11, the Secured notes were reclassified as current liability following the acceleration event.

The generation of cash flow over the next twelve months depends on the success of the initiatives mentioned in Note 2, which cannot be guaranteed as they rely on factors not entirely within the Group’s control. The uncertainty surrounding our ability to secure additional financing contributes to material uncertainty that raises substantial doubt regarding the Group’s ability to continue as a going concern.

Currency risk

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

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NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US$, except otherwise indicated)

The table below sets forth our net exposure to currency risk as of December 31, 2025:


Net foreign currency position		12/31/2025		06/30/2025
Amount expressed in US$		(6,553,972)		(3,805,325)

Considering only this net currency exposure as of December 31, 2025 if an US Dollar revaluation or depreciation in relation to other foreign currencies with the remaining variables remaining constant, would have a positive or a negative impact on comprehensive income as a result of foreign exchange gains or losses. We estimate that a devaluation or an appreciation of the US Dollar other currencies of 10% during the period ended December 31, 2025 would have resulted in a net pre-tax loss or gain of approximately $0.655 million.

14. LEASES


Right-of-use leased asset		12/31/2025		06/30/2025
Book value at the beginning of the period		30,142,835		20,979,597
Additions of the period		1,649,344		9,569,819
Subject to foreclosure (Note 4)		(8,076,841)		—
Disposals		(8,461)		(680,110)
Exchange differences		(125,231)		273,529
Book value at the end of the period		23,581,646		30,142,835

Depreciation		12/31/2025		06/30/2025
Book value at the beginning of the period		13,765,134		9,377,845
Depreciation of the period ⁽¹⁾		2,055,497		5,036,703
Disposals		(6,174)		(697,150)
Subject to foreclosure (Note 4)		(3,192,117)		—
Exchange differences		(16,346)		47,736
Accumulated depreciation at the end of the period		12,605,994		13,765,134
Total		10,975,652		16,377,701


Lease liability		12/31/2025		06/30/2025
Book value at the beginning of the period		16,411,981		11,284,137
Additions of the period		1,649,344		9,569,819
Subject to foreclosure (Note 4)		(5,141,381)		—
Interest expenses, exchange differences and inflation effects		579,835		1,059,412
Payments of the period		(2,616,677)		(5,501,387)
Total		10,883,102		16,411,981


Lease Liabilities	12/31/2025		06/30/2025
Non-current	8,118,030		9,527,939
Current	2,765,072		6,884,042
Total	10,883,102		16,411,981

⁽¹⁾	For the periods ended December 31, 2025 and June 30, 2025, depreciation expense of $294,691 and $723,187, respectively, related to leased assets has been reclassified to Loss from discontinued operations in the consolidated statement of comprehensive income.

F-35

Table of Contents

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US$, except otherwise indicated)

The incremental borrowing rate used was 6.28% in dollars and 18.88% in reais.

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


		12/31/2025		06/30/2025
Machinery and equipment		828,977		3,655,741
Vehicles		1,320,402		1,214,933
Equipment and computer software		1,410,332		1,347,568
Land and buildings		20,021,935		23,924,593
		23,581,646		30,142,835

15. SHAREHOLDERS AND OTHER RELATED PARTIES BALANCES AND TRANSACTIONS

During the period ended December 31, 2025, and 2024, the transactions between the Group and related parties, and the related balances owed by and to them, are as follows:


				Value of transactions for the period ended
Party		Transaction type		12/31/2025		12/31/2024
Joint ventures and associates		Sales and services		7,742,462		6,745,127
Joint ventures and associates		Purchases of goods and services		(25,999,840)		(23,351,132)
Key management personnel		Salaries, social security benefits and other benefits		(1,572,122)		(1,836,943)
Key management personnel		Sales and services		—		6,048
Key management personnel		Purchases of goods and services		82,408		821,959
Shareholders and other related parties		Sales of goods and services		1,928,421		6,463,117
Shareholders and other related parties		Purchases of goods and services		(2,291,990)		(1,750,963)
Shareholders and other related parties		In-kind contributions		664,590		3,642,234
Total				(19,446,071)		(9,260,553)


				Amounts receivable from related parties
Party		Transaction type		12/31/2025		06/30/2025
Shareholders and other related parties		Trade debtors		45,665		249,701
Shareholders and other related parties		Other receivables		3,007,975		2,775,092
Joint ventures and associates		Trade debtors		627,163		413,689
Joint ventures and associates		Other receivables		19,661,731		19,147,793
Total				23,342,534		22,586,275


				Amounts payable to related parties
Party		Transaction type		12/31/2025		06/30/2025
Parent company		Trade creditors		—		(878,874)
Key management personnel		Salaries, social security benefits and other benefits		(184,436)		(65,882)
Shareholders and other related parties		Trade and other payables		(805,903)		(286,172)
Joint ventures and associates		Trade creditors		(55,466,241)		(47,321,832)
Other related parties		Secured notes		—		(102,270,445)
Total				(56,456,580)		(150,823,205)

F-36

Unaudited interim condensed consolidated financial statements as of December 31, 2025 and June 30, 2025, and for the three- and six-month period ended December 31, 2025 and 2024.

Unaudited interim condensed consolidated statements of financial position as of December 31, 2025 and June 30, 2025	F-3

Unaudited interim condensed consolidated statements of comprehensive income for the three- and six-month period ended December 31, 2025 and 2024	F-5

Unaudited interim condensed consolidated statements of changes in equity for the six-month period ended December 31, 2025 and 2024	F-7

Unaudited interim condensed consolidated statements of cash flows for the six-month period ended December 31, 2025 and 2024	F-8

Notes to the unaudited interim condensed consolidated financial statements	F-10

1.	General information.

2.	Accounting standards and basis of preparation.

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

4.	Assets subject to foreclosure and discontinued operations.

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

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

7.	Taxation.

8.	Earnings per share.

9.	Equity information.

10.	Cash flow information.

11.	Joint ventures and associates.

12.	Segment information.

13.	Financial instruments – Risk management.

14.	Leases.

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

16.	Key management personnel compensation.

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

18.	Events occurring after the reporting period.


Net assets reclassified as subject to foreclosure		194,008,341
Consideration offered from noteholders		(15,000,000)
Net loss from foreclosure		179,008,341