Bioceres flags going-concern doubt; $169M due FY2027
BIOX reported US$169.2 million of debt maturing in fiscal 2027 alongside substantial doubt about its ability to continue as a going concern.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Rhea-AI Filing Summary
Bioceres Crop Solutions Corp. (BIOX) reported substantial doubt about its ability to continue as a going concern. The company said continued operations depend on generating sufficient cash from operations and successfully implementing liquidity measures, including obtaining financing and refinancing or otherwise addressing existing obligations.
As of June 30, 2026, total indebtedness was US$229.2 million, including US$169.2 million maturing in the fiscal year ending June 30, 2027. US$122.0 million related to Secured Notes was classified as current liabilities; approximately US$27 million of additional indebtedness was also classified as current following covenant breaches and change-of-control provisions. The company reported other defaults or non-compliance under certain financing arrangements.
In January 2026, the Pro Farm foreclosure was conducted, with an affiliate of the Secured Notes holders as the successful bidder through a US$15 million credit bid, less US$1.4 million of court-awarded expenses. The bid was made against net assets with a carrying value of approximately US$194.9 million, resulting in an approximately US$181.3 million impairment loss recognized under IFRS 5. Pro Farm operations were reclassified as discontinued operations.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Hollow bars mark forward-looking points. How the balance works
Positive
- None.
Negative
- Major pointSubstantial doubt disclosed about the company’s ability to continue as a going concern.
- Major point. Forward-looking: it has not happened yet and may not happen.US$169.2 million of indebtedness matures in fiscal 2027 amid reported financing defaults. 13× market cap
- Major pointApproximately US$181.3 million impairment loss followed the Pro Farm foreclosure. 14× market cap
Key Figures
Key Terms
going concern financial
credit bid financial
discontinued operation financial
carrying value financial
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How much debt did BIOX report, and when does it mature?
What happened in the BIOX Pro Farm foreclosure?
What liquidity measures does BIOX identify?
AI-generated analysis. How Rhea-AI works. Not financial advice.
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
OR
For the fiscal year ended
OR
For the transition period from to
OR
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Date of event requiring this shell company report:
Commission file number:
(Exact name of Registrant as specified in its charter)
(Jurisdiction of incorporation)
Province of Santa Fe,
(Address of principal executive offices)
Head of Investor Relations
Province of Santa Fe,
Phone:
Email:
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Copies to:
Emilio Minvielle, Esq.
Linklaters LLP
Phone: (
Fax: (212) 903-9100
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of Each Class | | Trading Symbol | | Name of each exchange on |
which registered | ||||
|
|
Securities registered or to be registered pursuant to Section 12(g) of the Act:
None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
Table of Contents
Ordinary Shares
Indicate the number of outstanding shares of each of the issuer’s classes of capital stock or common stock as of the close of business covered by the annual report.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
☐ Yes ☒
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
☐ Yes ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
☒
Indicate by check mark whether the registrant has submitted every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ | Non-accelerated filer ☐ | Emerging growth company |
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐
† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
US GAAP ☐ | Other ☐ | |
by the International Accounting Standards Board ☒ |
If “Other” has been checked in response to the previous question indicate by check mark which financial statement item the registrant has elected to follow.
☐ Item 17 ☐ Item 18
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
☐ Yes
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Table of Contents
PART I | ||
INTRODUCTORY NOTE AND PRESENTATION OF FINANCIAL AND OTHER INFORMATION | 1 | |
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS | 2 | |
ITEM 1. | IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS | 4 |
A. | Directors and Senior Management | 4 |
B. | Advisors | 4 |
C. | Auditors | 4 |
ITEM 2. | OFFER STATISTICS AND EXPECTED TIMETABLE | 4 |
A. | Offer Statistics | 4 |
B. | Method and Expected Timetable | 4 |
ITEM 3. | KEY INFORMATION | 4 |
A. | [RESERVED] | 4 |
B. | Capitalization and Indebtedness | 4 |
C. | Reasons for the Offer and Use of Proceeds | 4 |
D. | Risk Factors | 4 |
ITEM 4. | INFORMATION ON THE COMPANY | 45 |
A. | History and Development of the Company | 45 |
B. | Business Overview | 52 |
C. | Organizational Structure | 70 |
D. | Property, Plant and Equipment | 71 |
ITEM 4A. | UNRESOLVED STAFF COMMENTS | 71 |
ITEM 5. | OPERATING AND FINANCIAL REVIEW AND PROSPECTS | 71 |
A. | Operating Results | 72 |
B. | Liquidity and Capital Resources | 85 |
C. | Research and Development, Patents and Licenses, etc. | 88 |
D. | Trend Information | 88 |
E. | Critical Accounting Estimates | 88 |
ITEM 6. | DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES | 88 |
A. | Directors and Senior Management | 88 |
B. | Compensation | 90 |
C. | Board Practices | 91 |
D. | Employees | 93 |
E. | Share Ownership | 94 |
F. | Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation | 94 |
ITEM 7. | MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS | 94 |
A. | Major Shareholders | 94 |
B. | Related Party Transactions | 98 |
C. | Interests of Experts and Counsel | 102 |
ITEM 8. | FINANCIAL INFORMATION | 102 |
A. | Consolidated Statements and Other Financial Information | 102 |
B. | Significant Changes | 103 |
ITEM 9. | THE OFFER AND LISTING | 103 |
A. | Offer and Listing Details | 103 |
B. | Plan of Distribution | 104 |
C. | Markets | 104 |
D. | Selling Shareholders | 104 |
E. | Dilution | 104 |
F. | Expenses of the Issue | 104 |
ITEM 10. | ADDITIONAL INFORMATION | 104 |
A. | Share Capital | 104 |
B. | Memorandum and Articles of Association | 104 |
C. | Material Contracts | 107 |
D. | Exchange Controls | 108 |
E. | Taxation | 110 |
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F. | Dividends and Paying Agents | 114 |
G. | Statement by Experts | 114 |
H. | Documents on Display | 114 |
I. | Subsidiary Information | 114 |
J. | Annual Report to Security Holders. | 114 |
ITEM 11. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 114 |
ITEM 12. | DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES | 115 |
A. | Debt Securities | 115 |
B. | Warrants and Rights | 115 |
C. | Other Securities | 115 |
D. | American Depositary Shares | 115 |
PART II | ||
ITEM 13. | DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES | 116 |
A. | Defaults | 116 |
B. | Arrears and Delinquencies | 116 |
ITEM 14. | MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS | 116 |
ITEM 15. | CONTROLS AND PROCEDURES | 116 |
A. | Disclosure Controls and Procedures | 116 |
B. | Management’s Annual Report on Internal Control Over Financial Reporting | 116 |
C. | Attestation Report of the Registered Public Accounting Firm | 117 |
D. | Changes in Internal Control Over Financial Reporting | 117 |
ITEM 16. | Reserved | 117 |
A. | Audit Committee Financial Expert | 117 |
B. | Code of Ethics | 117 |
C. | Principal Accountant Fees and Services | 117 |
D. | Exemptions from the Listing Standards for Audit Committees | 118 |
E. | Purchases of Equity Securities by the Issuer and Affiliated Purchasers | 118 |
F. | Change in Registrant’s Certifying Accountant | 118 |
G. | Corporate Governance | 118 |
H. | Mine Safety Disclosure | 118 |
I. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 118 |
J. | Insider Trading Policies | 118 |
K. | Cybersecurity | 118 |
Part III | ||
ITEM 17. | FINANCIAL STATEMENTS | 120 |
ITEM 18. | FINANCIAL STATEMENTS | 120 |
ITEM 19. | EXHIBITS | 121 |
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PART I
INTRODUCTORY NOTE AND PRESENTATION OF FINANCIAL AND OTHER INFORMATION
Introductory Note
Unless the context otherwise requires, “we,” “us,” “our,” “the Company,” “BIOX,” and “Bioceres Crop Solutions” refers to Bioceres Crop Solutions Corp. and its subsidiaries.
Financial Statement Information
The consolidated statements of comprehensive income data for Bioceres Crop Solutions for the years ended June 30, 2026, 2025 and 2024 and the consolidated statements of financial position data as of June 30, 2026 and 2025 are derived from our audited consolidated financial statements appearing elsewhere in this report. They have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standard Board (the “IASB”).
Our presentation currency is U.S. dollars.
We have applied the following amendment for the first time for our annual reporting period commencing July 1, 2025:
| ● | Amendments to IAS 21 – Lack of Exchangeability. |
The adoption of this amendment did not have a material impact on us. For more information see Note 3 of our audited consolidated financial statements beginning on page F-1 of this annual report on Form 20-F.
In addition, the IASB has issued IFRS 18 – Presentation and Disclosure in Financial Statements, which is effective for annual periods beginning on or after January 1, 2027. IFRS 18 introduces new requirements for the presentation and disclosure of income and expenses in the statement of profit or loss, including the introduction of new defined subtotals such as operating profit and enhanced disaggregation requirements. The standard also includes additional guidance on aggregation principles and requires disclosures about management-defined performance measures used in public communications outside the financial statements. The Company is analyzing the potential impact of this standard on its financial statements, which is expected to mainly affect the presentation and structure of the primary financial statements and related disclosures, but not the recognition or measurement of transactions. IFRS 18 will first apply to the Company for its fiscal year ending June 30, 2028.
Operational Information
Unless otherwise indicated, all financial and production data contained in this annual report on Form 20-F are presented on the basis of continuing operations only, which excludes the discontinued operations of Pro Farm, following the Pro Farm Foreclosure. See “Item 4. Information on the Company—Significant Acquisitions—Pro Farm Merger and Foreclosure.”
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
We make forward-looking statements in this report that are subject to risks and uncertainties. These forward-looking statements include information about possible or assumed future results of our business, financial condition, results of operations, liquidity, anticipated growth strategies, anticipated trends in our industry, our potential growth opportunities, plans and objectives. In some cases, you can identify forward-looking statements by terminology such as “believe,” “may,” “might,” “will,” “consider,” “estimate,” “continue,” “anticipate,” “intend,” “target,” “project,” “contemplate,” “should,” “plan,” “expect,” “predict,” “potential,” or the negative of these terms or other similar terms or expressions. The statements we make regarding the following matters are forward-looking by their nature:
| ● | our financial position and liquidity constraints, our need to raise additional capital and to obtain additional capital on acceptable terms, or at all, raises substantial doubt about our ability to continue as a going concern; |
| ● | our ability to regain and maintain compliance with the continued listing requirements of the Nasdaq Capital Market, including the minimum bid price requirement; |
| ● | the ongoing litigation with the holders of our Secured Notes, which may materially adversely affect our business, financial condition, and results of operations; |
| ● | the reduction in the scope of our businesses, including following the Pro Farm Foreclosure, which has resulted in a smaller and more concentrated company and may increase our exposure to adverse developments affecting our remaining businesses and markets; |
| ● | impacts of conflicts in the Middle East, as well as the Russia-Ukraine conflict, and any possible escalation of such conflicts or contagion to neighboring countries or regions, as well as the impact of tariffs, trade barriers and other restrictions imposed on global trade; |
| ● | our beliefs with respect to the agricultural industry and related markets, including production levels, consolidation trends, and market opportunity; |
| ● | the potential dilution of existing shareholders’ ownership percentage resulting from the possible future conversion of Convertible Secured Guaranteed Notes; |
| ● | our plans and expectations regarding growth in our business, expansion to new markets, diversification of our product portfolio and strategic acquisitions and partnerships; |
| ● | our ability to integrate new products, technologies, and employee teams after any strategic acquisition; |
| ● | our ability to develop, commercialize and register biotechnology products and crop productivity technologies; |
| ● | our ability to maintain our joint venture agreements with our current partners; |
| ● | our ability to maintain a competitive position in our markets; |
| ● | our ability to protect our intellectual property; |
| ● | the success of the HB4® technology that we license is contingent on obtaining regulatory approvals in certain jurisdictions, the ongoing viability of our licensing arrangements (which are subject to termination provisions), and the successful transition from direct seed sales to a licensing-based model; |
| ● | our or our collaborators’ ability to develop commercial products that incorporate our licensed seed traits and complete the regulatory approval process for such products; |
| ● | our expectations regarding the commercial value of our key products in yield and abiotic stress and biotic stress; |
| ● | our expectations regarding regulatory approval of products developed or licensed by us, our joint ventures and third-party collaborators; |
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| ● | our ability to adapt to continuous technological change in our industry; |
| ● | our ability to effectively manage sales and marketing teams and distribution networks; |
| ● | our expectations regarding revenues and sales, including potential growth in sales, changes to sales mix and expectations regarding seasonality and the impact of weather-related conditions; |
| ● | our plans and expectations with regarding to manufacturing and production; |
| ● | our expectations that products containing our licensed seed traits will be commercialized and we will earn royalties from the sales of such products; |
| ● | our expectations regarding the future growth of the global agricultural, agricultural biotechnology, biological-based chemical and agro-industrial biotechnology markets; |
| ● | our ability to develop and exploit a proprietary channel for the sale of our licensed biotechnology products, as well as our proprietary products; |
| ● | our compliance with laws and regulations that impact our business and changes to such laws and regulations; |
| ● | our ability to assemble, store, integrate and analyze significant amounts of public and proprietary data; |
| ● | our ability to maintain our licensing arrangements for the third-party products that we commercialize; |
| ● | our plans and expectations relating to our debt agreements, including the consequences of any defaults, acceleration or cross-defaults thereunder and our ability to refinance or extend upcoming maturities; |
| ● | our ability to influence customer perception of biological agricultural products; |
| ● | our beliefs regarding our environmental, social, and governance leadership; |
| ● | our belief regarding our access to capital resources through equity offerings, debt financings, strategic collaborations or other means; |
| ● | our expectations with respect to our future expenditures, available cash and other financial and operating results; |
| ● | our anticipated impact of certain accounting pronouncements; |
| ● | our expectations regarding market risk, including interest rate changes, foreign currency fluctuations and commodity price changes; |
| ● | our ability to respond to health epidemics and other outbreaks, including responses by governmental bodies or regulators; |
| ● | the outcome of any known and unknown litigation and regulatory proceedings; and |
| ● | various other factors, including without limitation those described under “Item 3. Key Information – D. Risk Factors.” |
The preceding list is not intended to be an exhaustive list of all of our forward-looking statements. The forward-looking statements are based on our beliefs, assumptions and expectations of future performance, taking into account the information currently available to us. These statements are only predictions based upon our current expectations and projections about future events. There are important factors that could cause our actual results, levels of activity, performance or achievements to differ materially from the results, levels of activity, performance or achievements expressed or implied by the forward-looking statements.
You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that future results, levels of activity, performance and events and circumstances reflected in the forward-looking statements will be achieved or will occur. Except as required by law, we undertake no obligation to update publicly any forward-looking statements for any reason after the date of this report or to conform these statements to actual results or to changes in our expectations.
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ITEM 1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
| A. | Directors and Senior Management |
Not applicable.
| B. | Advisors |
Not applicable.
| C. | Auditors |
Not applicable.
ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE
A. | Offer Statistics |
Not applicable.
B. | Method and Expected Timetable |
Not applicable.
ITEM 3.KEY INFORMATION
A. | [RESERVED] |
B. | Capitalization and Indebtedness |
Not applicable.
C. | Reasons for the Offer and Use of Proceeds |
Not applicable.
D. | Risk Factors |
The following risk factors apply to our business and operations. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may have a material adverse effect on our business, cash flows, financial condition and results of operations. You should carefully consider the following risk factors in addition to the other information included in this report, including matters addressed in the section entitled “Cautionary Note Regarding Forward-Looking Statements.” We may face additional risks and uncertainties that are not presently known to us, or that we currently deem immaterial, which may also impair our business or financial condition. The following discussion should be read in conjunction with the financial statements and notes to the financial statements included herein.
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Summary Risk Factors
You should carefully consider all of the information in this annual report before making an investment in our ordinary shares. Below please find a summary of the principal risks and uncertainties we face, organized under relevant headings.
Risks Related to our Business and Strategy
We are subject to the following risks in respect of our business and our strategy:
| ● | there is substantial doubt about our ability to continue as a going concern due to liquidity constraints; |
| ● | the ongoing litigation with the holders of our Secured Notes may materially adversely affect our business, financial condition, and results of operations; |
| ● | our substantial indebtedness and defaults under certain debt obligations could materially adversely affect our financial condition and ability to operate our business; |
| ● | we may not be successful in developing marketable or commercial technologies; |
| ● | difficulty in obtaining timely necessary regulatory approvals for the business and the commercialization of our products currently under development could affect our ability to sell our products in certain jurisdictions; |
| ● | our HB4® seed business is dependent on the success of a technology that we license, which is currently subject to termination provisions; |
| ● | limited number of prospective collaborators in our market; |
| ● | our joint venture agreements or any partnerships that we may enter into in the future may not be successful, and we or our collaborators may fail to perform our respective contractual obligations, which could result in disputes; |
| ● | we may experience difficulties in collecting payments or royalties which could have an adverse impact on our business; |
| ● | acquisitions, investments and other strategic transactions may not achieve their intended benefits and could adversely affect our business and financial condition; |
| ● | acquisitions may not be successful in achieving intended benefits, cost savings and synergies and may disrupt current operations; |
| ● | certain of the Rizobacter shares are subject to a judicial injunction and, if decided unfavorably to us, we may be required to surrender part of our interest in Rizobacter; |
| ● | our indebtedness could adversely affect our financial condition; |
| ● | requirements of being a public company may strain our resources and distract our management; |
| ● | dependence on our key personnel and research collaborators, and we may be adversely affected if we are unable to attract and retain qualified scientific and business personnel; |
| ● | we may be unable to prevent our competitors from benefiting from the expertise of our former employees; |
| ● | global economic conditions, including as a result of the armed conflict in the Middle East, the war in the Ukraine, and the impact of tariffs, trade barriers and other restrictions imposed on global trade, particularly those imposed between the United States and other countries and jurisdictions, which could adversely affect our business; |
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| ● | ultimate impact on our results and operations of global pandemic and measures adopted by the governments of the countries in which we operate in response to global pandemics; |
| ● | the seasonal nature of crops and factors beyond our control could cause our sales and operating results to fluctuate significantly; |
| ● | circumstances beyond our control, such as adverse weather conditions, climate change, crop diseases and pests, could adversely affect our product development activities, agricultural markets and results of operations; |
| ● | certain estimates of market opportunity included in this report are based on assumptions that are inherently uncertain and subject to risks and uncertainties that could have a material adverse effect on our business; |
| ● | opposition to genetically modified (“GM”) crops may negatively impact our public image and reduce the demand for our seeds and products containing licensed seed traits; |
| ● | legal proceedings relating to HB4 technology could adversely affect our ability to commercialize products containing HB4 technology; |
| ● | competition in crop productivity products is intense and requires continuous technological development which could affect our business, results of operations and financial condition; |
| ● | changes in laws and regulations may materially increase our costs of operation, decrease our operating revenue and disrupt our business; |
| ● | price increases and shortages of raw materials could adversely affect our results of operations; |
| ● | exposure to market risks from commodity prices volatility; |
| ● | we may be required to pay substantial damages as a result of uninsured product liability claims; |
| ● | our operations are subject to various health and environmental risks associated with our use, handling and disposal of potentially toxic materials, which could result in fines, liability, reputation harm or otherwise adverse effects on our business; |
| ● | development and commercialization of our products may incur scrutiny under the Convention on Biological Diversity Treaty |
| ● | our failure to accurately forecast and/or manage inventory could result in unexpected shortfalls or surplus of products; |
| ● | reliance on third parties to develop and commercialize seeds with HB4 technology which could negatively impact our business; |
| ● | IT disruptions or failures in our operating system can affect our reputation and business; |
| ● | computer system failures, cyber-attacks or a deficiency in our cybersecurity could adversely affect our business and operations; |
| ● | labor union disputes may arise which may be time consuming and distracting to our management; |
| ● | non-compliance with anti-corruption and anti-money laundering laws can subject us to criminal and civil liability; |
| ● | recently introduced economic substance legislation of the Cayman Islands may adversely impact us or our operations; |
| ● | taxation in the Cayman Islands which would negatively affect our results; and |
| ● | our “foreign private issuer” status under the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) and our adherence of certain home country corporate governance practices in lieu of Nasdaq Capital Market requirements. |
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Risks Related to our Intellectual Property
We are subject to the following risks in respect of our intellectual property rights:
| ● | our agreements may not adequately prevent disclosure of proprietary information, which could lead to a loss of competitive advantage and negatively impact our technology and business operations; |
| ● | failure to protect our intellectual property rights throughout the world may result in the loss of proprietary information and competitive advantage globally; |
| ● | changes in Argentine and U.S. patent law could diminish the value of patents and impair our ability to protect our product candidates; |
| ● | potential litigation relating to third party intellectual property rights infringement could prevent us from using certain technologies and products; |
| ● | technological developments or challenges by competitors could affect the relevance of our technology and products or infringe on our intellectual property; and |
| ● | requirement to pay royalties to employees who develop inventions commercialized by us may increase our operational costs. |
Risks Related to Operating in Latin America
We are subject to the following risks in respect of our operations in Latin America:
| ● | adverse economic or political conditions, including considerable economic uncertainty may impact our business, financial condition, and results; |
| ● | significant government influence over the economies of the countries in which we operate could negatively impact our operational flexibility and profitability; |
| ● | fluctuations in currency exchange rates may affect our financial results and cash flows; |
| ● | currency of a hyperinflationary economy requires that we apply inflationary adjustments to our Argentine subsidiaries’ financial statements, which may affect our financial reporting and distort actual performance measurements; |
| ● | inflation in Argentina and government intervention controls can affect our operating margins and limit financial maneuverability; |
| ● | limited access of the Argentine government and the private sector to the international capital markets may restrict our ability to raise funds abroad; |
| ● | decline in the global prices of Latin America’s main commodity exports could negatively affect our revenue and profitability; |
| ● | special protections for employees in the private sector could increase our labor costs; |
| ● | taxation relating to disposition or sale of our ordinary shares in Argentina could reduce the net proceeds from such transactions, affecting shareholder value; |
| ● | taxation relating to the payment of the In-Kind Consideration under the Rizobacter Call Option in Argentina; |
| ● | exchange controls and restrictions limit access to the FX Market (as defined below) to make payments and distributions from our Argentine subsidiaries; |
| ● | mandatory repatriation of export receivables may limit our financial flexibility and expose us to currency risks; and |
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| ● | changes in Argentine tax laws could adversely impact the results of our operations. |
Risks Relating to our Ordinary Shares
Our shareholders are subject to the following risks:
| ● | we may be delisted from the Nasdaq Capital Market because our ordinary shares have been trading at less than $1.00 per share; |
| ● | compliance with listing standards of Nasdaq cannot be assured, which may result in restrictions on our listing and trading volume; |
| ● | sales of substantial number of our ordinary shares in the public market by our shareholders, which could adversely affect the market price of our ordinary shares; |
| ● | the acceleration of the Secured Notes, the related litigation and any settlement or restructuring thereof could result in substantial dilution to our shareholders; |
| ● | we are not a “controlled company”, as defined by Nasdaq rules, and are required to comply with Nasdaq corporate governance requirements unless an exemption applies; |
| ● | fluctuation in the price of our securities may create uncertainty in our trading markets; |
| ● | the absence of securities analyst coverage of our ordinary shares could adversely affect their market price, trading volume and liquidity; |
| ● | difficulty faced by public shareholders in protecting their interests through the U.S. Federal courts, which may pose risks to shareholder rights; |
| ● | our status as a foreign private issuer may pose additional risks and less regulatory protection for our shareholders in comparison to domestic issuers; |
| ● | our history of no cash dividends payments on our ordinary shares; and |
| ● | the issuance of additional securities in the future which may result in dilution to our shareholders. |
Risks Related to our Business and Strategy
We face substantial liquidity constraints and there is substantial doubt regarding our ability to continue as a going concern.
Our financial statements for the year ended June 30, 2026, state that there is substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern depends on our ability to generate sufficient cash flows from operations and successfully implement initiatives to address our liquidity needs, including obtaining additional financing and refinancing or otherwise addressing our existing financial obligations, optimizing the utilization of fixed assets, pursuing potential asset dispositions, evaluating equity financing opportunities, and continuing to improve working capital efficiency and align our cost structure with current market conditions. The success of these initiatives cannot be assured and depends, in part, on factors that are not entirely within our control.
Our ability to generate sufficient liquidity may be adversely affected by our operating performance, prevailing economic and market conditions, our existing indebtedness and debt service requirements, the availability and terms of financing, and the ongoing legal proceedings involving holders of our Secured Notes. If we are unable to generate sufficient cash flows from operations, obtain additional financing or successfully implement other measures to address our liquidity requirements, we may be unable to meet our obligations as they become due or fund our ongoing operations.
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There can be no assurance that additional financing or refinancing will be available when needed or on terms acceptable to us, or that the measures we undertake to improve our liquidity position will be successful. Our inability to address our liquidity requirements could require us to further reduce or delay expenditures, curtail operations, dispose of assets, seek modifications to our existing obligations or pursue other alternatives that could materially adversely affect our business, financial condition and results of operations.
If we are unable to successfully address our liquidity requirements, our ability to continue operations could be adversely affected, and we may be required to pursue additional measures to meet our obligations, which could materially adversely affect our business, financial condition and the value of our ordinary shares. If we are unable to continue as a going concern, we may be required to liquidate our assets and could realize less than the carrying value of those assets as reflected in our financial statements, and investors could lose all or part of their investment.
The ongoing litigation with the holders of our Secured Notes could materially adversely affect our business, financial condition and results of operations.
We are currently involved in litigation with the holders of our Secured Notes arising from alleged defaults under the Convertible Note Purchase Agreement and the Non-Convertible Note Purchase Agreement. The holders of the Secured Notes have sought payment of amounts they claim are due under the Secured Notes and enforcement of related guarantees and collateral. We dispute certain claims asserted by the holders of the Secured Notes and have asserted claims and defenses in connection with the proceedings.
In January 2026, the Pro Farm Foreclosure was conducted with respect to collateral pledged by certain Pro Farm entities, at which an affiliate of the holders of the Secured Notes was the successful bidder through a $15 million credit bid, less $1.4 million of court-awarded expenses. The bid was made against a carrying value of the net assets subject to foreclosure of approximately US$194.9 million, resulting in an impairment loss of approximately US$181.3 million recognized under IFRS 5. As a result of the foreclosure process, the disposal qualifies as a discontinued operation in accordance with IFRS 5, and, following the Pro Farm Foreclosure, we have reclassified such operations as discontinued in our consolidated financial statements. We have reserved our rights and remedies with respect to the foreclosure and related matters. See Note 6 to our audited consolidated financial statements included elsewhere in this annual report.
The ultimate outcome of these proceedings, including the amount of any liability we may ultimately be required to satisfy, cannot be predicted with certainty. An adverse outcome could result in significant additional payment obligations or enforcement actions against us or certain of our subsidiaries and could further adversely affect our liquidity and ability to meet our other financial obligations. The proceedings may also result in substantial legal and other costs, divert management’s attention and resources from our operations, adversely affect our relationships with lenders and other counterparties, and make it more difficult or costly for us to obtain additional financing or refinance existing indebtedness. Any of these consequences could materially adversely affect our business, financial condition and results of operations. For further information, see “Item 8. Financial Information—A. Consolidated Statements and other Financial Information—Legal Proceedings.”
Our substantial indebtedness and defaults under certain debt obligations could materially adversely affect our financial condition and ability to operate our business.
Our ability to satisfy our payment obligations and refinance our indebtedness depends on our future operating and financial performance, our ability to generate sufficient cash flows from operations and our ability to obtain financing or refinance existing obligations on acceptable terms. These factors are subject to economic, financial, competitive and other conditions, many of which are beyond our control.
During the year ended June 30, 2026, we experienced defaults and other events of non-compliance under certain of our financing arrangements. In November 2025, the holders of our Secured Notes accelerated the amounts outstanding thereunder and initiated legal proceedings seeking payment and enforcement of related collateral and guarantees. In January 2026, the Pro Farm Foreclosure was conducted.
We have also experienced defaults or non-compliance under other financing arrangements, including certain financial covenant and change-of-control provisions. Such defaults or non-compliance have resulted, or may result, in the acceleration or reclassification as current of amounts outstanding under the relevant facilities and may adversely affect our ability to obtain additional financing. Defaults under one financing arrangement may also result in cross-defaults under our other material indebtedness and permit our creditors to enforce their security interests over pledged collateral. See Note 7.12 to our audited consolidated financial statements included elsewhere in this annual report, and “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Indebtedness.”
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During the year ended June 30, 2026, we undertook a number of liability-management initiatives intended to extend the maturity profile of our indebtedness, including the refinancing of a substantial portion of Rizobacter Argentina’s bank indebtedness and the exchange or amendment of certain corporate bonds. These actions have extended the maturity of a portion of our indebtedness; however, they do not eliminate the risks associated with our overall indebtedness and liquidity position. Our ability to meet our obligations and execute our business plan remains dependent on our operating cash flows and, where necessary, our ability to obtain additional financing, refinance existing obligations or otherwise address upcoming maturities. Particularly, Rizobacter do Brazil currently presents a leveraged capital structure relative to their current scale of operations, short-term debt maturities, and more limited access to external financing.
Additional financing may not be available to us in sufficient amounts, on satisfactory terms, or at all. Our ability to obtain financing could be adversely affected by, among other factors, our financial condition and operating performance, our existing indebtedness, the ongoing litigation with holders of our Secured Notes, the market price of our ordinary shares, prevailing financial market conditions and other factors. If we seek to raise additional capital through the issuance of additional equity securities, our existing shareholders may experience dilution. Additional debt financing may increase our debt service obligations and could contain restrictive covenants that further limit our operating and financial flexibility.
Our indebtedness may also require us to dedicate a significant portion of our cash flows to debt service, reducing the funds available for working capital, capital expenditures, research and development and other operating requirements, and may limit our financial flexibility and ability to pursue strategic opportunities or respond to adverse economic, industry or competitive developments.
If we are unable to generate sufficient cash flows, obtain additional financing or successfully refinance or otherwise address our financial obligations, we may be required to reduce or delay expenditures, delay or terminate development initiatives or the commercialization of our technology and products, curtail operations, dispose of assets, grant licenses to our technology on terms that are not favorable to us, modify our business plans or pursue other strategic alternatives. We may also incur substantial costs in pursuing additional financing, including investment banking, legal and accounting fees. Any such developments could materially adversely affect our business, financial condition and results of operations.
We may not be successful in developing marketable or commercial technologies, as our product development cycle is lengthy and uncertain, and we may never generate revenues or earn royalties on the sale of our products currently in development.
Our success depends in part on our ability to identify and develop high-value crop productivity commercial products, which is an expensive, complex, prolonged, and uncertain process. Through our technology sourcing and product development collaborations, we commit substantial efforts and other resources to accomplish this. Our process of developing and commercializing technologies involves several phases and can take several years from discovery to commercialization of a product. On average, it takes between five and twelve years to develop a product for our crop productivity products. Some development initiatives may never result in a commercially viable product.
There can be no assurance that our future crop productivity technologies will be viable for commercial use, or that we will be able to generate revenues from those technologies, in a significant manner or at all. If our products are unsuccessful in achieving their desired effect or otherwise fail to be commercialized, we will not receive revenues from our customers or royalty payments from the commercialization the technologies we develop or license, which could materially and adversely affect our business, financial condition, results of operations and growth strategy.
Our products may be unsuccessful or fail to achieve commercialization for any of the following reasons:
| ● | our products or licensed products may not be effective in the target crops or may have adverse effects on consumers; |
| ● | we or our joint ventures or collaborators may be unable to obtain the requisite regulatory approvals for our products; |
| ● | our competitors may develop and launch competing or more effective products; |
| ● | our products may no longer be desirable as consumer preferences, which are unpredictable and can vary greatly, may change quickly; |
| ● | a market may not exist for seeds containing our licensed seed traits or biological treatments or such products may not be commercially successful; |
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| ● | our products may be difficult to produce on a large scale or will not be economical to grow; |
| ● | we or the customers to whom we sell our products may be unable to fully develop or commercialize our products in a timely manner or at all; and |
| ● | we may be unable to patent and/or obtain breeders’ rights or any other intellectual property rights on our technologies in the necessary jurisdictions. |
Our business and the commercialization of our products currently in development are subject to various government regulations and we or our collaborators may be unable to obtain, or may face delays in obtaining, necessary regulatory approvals. In addition, if we are unable to comply with applicable regulatory regimes, we may not be able to sell our products in certain jurisdictions.
We are subject to approvals, registrations and regulations relating to different jurisdictions according to the countries in which we operate, which includes, among others, the (i) Argentine regulations relating to biotechnology, food safety and registration of seeds, (ii) the regulations imposed by the U.S. Environmental Protection Agency (“EPA”), among other governmental authorities, and (iii) European Union Registration, Evaluation, Authorization, and Restriction of Chemicals regulation.
Further, our business is generally subject to two types of regulations: (i) those that apply to our operations and (ii) those that apply to products containing or based on our technology. We are responsible for applying for and maintaining the regulatory approvals necessary for our operations, particularly those covering our field trials, bio-safety evaluations and feed and food tests. Under the terms of our joint venture agreements, we and our joint venture partners are jointly responsible for obtaining and maintaining the regulatory approvals necessary for the commercialization of products that contain our licensed seed traits and other technologies in the various relevant markets. Regulatory and legislative requirements affect the development, production and sale of our products, including the testing, commercialization and planting of seeds containing our biotechnology licensed seed traits. Failure to receive such approvals or non-compliance with the applicable regulatory regime could adversely impact on our operations and business strategy. Additionally, we may face difficulties in obtaining regulatory approvals in jurisdictions in which we have not previously operated or in which we have limited experience.
Our activities in principal jurisdictions are subject to complex regulatory frameworks, which may be administered and enforced by multiple authorities. In Argentina, regulatory oversight extends to biosafety, food and feed safety, and seed registration, implemented through various national agencies. Furthermore, economic considerations also play a role in the approval process.
In the United States, crop protection, plant health, and plant nutrition products are regulated by both federal and state entities. Prior approval is typically required before commercializing new products or formulations, and further conditions may be imposed following initial registration. Regulatory procedures and requirements are subject to change and may result in additional compliance obligations.
In most major markets where we operate, including Argentina and the United States, regulatory approval is generally necessary before genetically modified or similarly regulated products can be imported or commercialized. The regulatory environment in these jurisdictions is dynamic and may affect future business operations and timelines.
When products containing our licensed seed traits or other technologies advance to large-scale field trials, biosafety evaluations, or commercial approval stages, our ability, or that of our joint ventures and collaborators, to obtain the necessary regulatory approvals is uncertain. If such approvals are not obtained, or are significantly delayed, for example, due to negative public perception, legal actions by consumer groups, heightened regulatory standards, or unfamiliarity with the applicable regulatory framework, such products may not be commercialized. Any failure or delay in obtaining approvals could adversely affect our business, financial condition, and results of operations.
Our HB4 business is dependent, among other factors, on licensed intellectual property currently subject to termination provisions.
Our HB4 technology integrates intellectual property that we licensed directly or via our joint ventures established through Bioceres LLC (formerly known as Bioceres Inc.), Bioceres SA, and Bioceres Group Limited (formerly known as Bioceres Group PLC).
In addition, some of this intellectual property may be partly owned by public institutions that have sublicensable arrangements with Bioceres SA. The license agreement we hold through Bioceres Group Limited, dated March 4, 2022, contains termination provisions related to change of control. On June 16, 2025, a change of control occurred with respect to Bioceres Group Limited and, as a consequence, the parties thereto have the right to terminate such license agreement. If this license agreement is terminated, we could lose the right to use the licensed intellectual property governed by such agreement. Furthermore, Bioceres SA was declared bankrupt on March 3, 2026, which creates uncertainty as to the continuity of its sublicensing arrangements with public institutions. If any of these licensing arrangements is terminated or declared unenforceable or invalid, we could lose access to one of our principal technologies and could become involved in costly or time-consuming legal disputes.
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Furthermore, the technology licensed to us could become obsolete or uneconomical due to technological advances or entirely different approaches developed by one or more of our competitors. This scenario could prevent or limit our ability to generate revenues from the commercialization of our licensed seed traits and technology. This loss could materially and adversely affect our operations, financial condition, and business prospects. In addition, losing these rights may limit our ability to commercialize certain products or services and could require us to incur significant costs to obtain alternative licenses or to develop or acquire substitute technology.
There are a limited number of prospective collaborators in the markets in which we operate.
Our Research and Development (“R&D”) and commercialization activities are costly, time-intensive and require significant infrastructure and resources. Therefore, our business strategy involves entering into collaboration and joint venture arrangements with global agricultural firms to leverage their resources, know-how and distribution channels and into collaborations with research institutions and governmental agencies to facilitate our low-cost approach to R&D. The crop productivity market is highly consolidated and dominated by a relatively small number of large companies. Additionally, there are a limited number of researchers and research institutions focused on the technologies that we seek to develop and competition for entry into collaboration arrangements with them can be challenging. Due to the small number of companies in our markets and the small number of potential collaborators, there are limited opportunities for us to pursue additional joint ventures and collaborations with new partners and collaborators. If we may cease to be attractive to prospective collaborators if our technology platform or track record is not perceived to be sufficiently developed or successful or if, in the case of prospective joint venture partners, such prospective partners view us as a competitor and choose not to collaborate with us. In addition, if we fail to develop or maintain our relationships with any of our existing collaborators, we could lose our opportunity to work with that collaborator and could be subject to reputational damage that could negatively impact our relationships with other collaborators in what is a relatively small industry community. If we are unable to enter into new joint venture agreements or collaborations, we may face higher development costs than initially anticipated, greater difficulties in achieving commercialization, challenges in expanding our portfolio of technologies and distribution networks and commercial products, or other adverse impacts, which could have a material adverse effect on our business prospects.
Our joint venture agreements or any partnerships that we may enter into in the future may not be successful, or we may fail to perform our respective contractual obligations, which could adversely affect our ability to develop and commercialize our product candidates, as well as result in disputes with our collaborators.
We may seek partnerships or joint venture arrangements with third parties for the development or commercialization of our product candidates depending on the merits of retaining commercialization rights for ourselves as compared to entering into partnerships or joint venture arrangements. We will face, to the extent that we decide to enter into partnerships or joint venture agreements, significant competition in seeking appropriate partners. Moreover, partnerships or joint venture arrangements are complex and time-consuming to negotiate document implement and maintain. We may not be successful in our efforts to establish and implement partnerships, joint ventures, or other alternative arrangements and such partnerships, joint ventures, or arrangements may not be successful. Furthermore, the terms of any partnerships, joint ventures, or other arrangements that we may establish may not be favorable to us.
Pursuant to our joint venture agreements, other agreements with our joint venture partners and collaboration arrangements, we are required to provide R&D services over a particular period of time and meet other contractual obligations. If we fail to perform our obligations under these agreements, our collaborators’ obligations to us may be reduced and, in other cases, our collaborators may seek to dissolve the corresponding joint venture or terminate their agreements with us and, as a result, our anticipated revenues may decrease. In addition, the failure of any of our collaborators to perform their contractual obligations, due to financial hardship, disagreement under the relevant agreement or for any other reason, may hinder our research collaboration, development and commercialization activities, increase our costs and materially and adversely affect our results of operations.
Additionally, a licensee, collaborator or third party may use our intellectual property without our permission, dispute our ownership of certain intellectual property rights or argue that our intellectual property does not cover the joint venture’s marketed product. We seek to address these concerns in our contractual agreements; however, we may not have contractual arrangements with the party in question and/or such provisions may not be effective. If these provisions prove to be ineffective, we may not be able to achieve our objectives of generating significant revenues from crop productivity products sales and royalties from our seed technologies. Furthermore, regardless of any resort to legal action, a dispute with an end-customer, a licensee or collaborator over intellectual property rights may damage our relationship with that licensee or collaborator and may also harm our reputation in the industry.
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Further, our ability to generate value from our joint ventures and research collaborations will depend on, among other things, our ability to work cooperatively with our collaborators for the discovery, development and commercialization of our technology and products and we may be unable to do so. We cannot be sure that this structure will be successful in commercializing our products. Furthermore, the agreements governing our partnership and collaborations are complex and cover a range of future activities. Such a dispute may also negatively affect our relationship with one or more of our other collaborators and may hinder our ability to enter into future collaboration agreements. Any of these occurrences could negatively impact our business and results of operations.
The success of our R&D partnerships or joint venture arrangements will depend heavily on the efforts and activities of our partners. Our joint venture arrangements may present financial, managerial, and operational challenges, including potential disputes, liabilities, or contingencies and may involve risks not otherwise present when operating independently including:
| ● | partners may have business interests, goals or cultures that are or become inconsistent with our business interests, goals or culture; |
| ● | partners may have significant discretion in determining the efforts and resources that they will apply to partnerships or joint ventures; |
| ● | partners may not pursue development and commercialization of our potential products or may elect not to continue or renew development or commercialization programs based on trial results, changes in their strategic focus due to the acquisition of competitive products, availability of funding or other external factors, such as business combination that diverts resources or creates competing priorities; |
| ● | partners may delay trials, provide insufficient funding for a trial program, stop a trial, abandon a product candidate, repeat or conduct new trials or require a new formulation of a product candidate for testing; |
| ● | partners could independently develop, or develop with third parties, products that compete directly or indirectly with our products or product candidates; |
| ● | a partner with marketing manufacturing and distribution rights to one or more products may not commit sufficient resources to or otherwise not perform satisfactorily in carrying out these activities; |
| ● | we could grant exclusive rights to our partners that would prevent us from collaborating with others; |
| ● | partners may not properly maintain or defend our intellectual property rights or may use our intellectual property or proprietary information in a way that gives rise to actual or threatened litigation that could jeopardize or invalidate our intellectual property rights or proprietary information or expose us to potential liability; |
| ● | we may incur liabilities or losses as a result of an action taken by the joint venture or our joint venture partners; |
| ● | disputes may arise between us and a partner that causes the delay or termination of the research development or commercialization of our current or future products or that results in costly litigation or arbitration that diverts management attention and resources; |
| ● | our joint venture partners may act contrary to our instructions, requests, policies or objectives, which could reduce our return on investment, harm our reputation or restrict our ability to run our business; |
| ● | partnerships may be terminated, and, if terminated, may result in a need for additional capital to pursue further development or commercialization of the applicable current or future products; |
| ● | partners may own or co-own intellectual property covering our products that results from our partnering with them and in such cases, we would not have the exclusive right to develop or commercialize such intellectual property; and |
| ● | a partner’s sales and marketing activities or other operations may not comply with applicable laws resulting in civil or criminal proceedings. |
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The risks described above or the failure to continue any joint venture or joint development arrangement or to resolve disagreements with our current or future joint venture partners could materially and adversely affect our ability to transact the business that is the subject of such joint venture, which would in turn negatively affect our financial condition and results of operations.
We may experience difficulties in collecting payments or royalties to which we believe we are entitled.
We sell certain of our products to distributors. We also often license the use of certain technologies to collaborators and licensees who use or will use the intellectual property to develop and commercialize seeds with improved seed traits. Additionally, we may be entitled under applicable intellectual property laws in the countries in which we operate to the payment of royalties from end users who subsequently multiply and use our seed technology. In each case, we may not actually receive the payments or royalties to which we are entitled, due to failure or refusal of the responsible parties to pay the amounts due. Failure to receive amounts owed to us could have an adverse impact on our business.
In the case of royalty payments from licensees, we rely on the good faith of the licensees to report to us the sales they earn from these products and to accurately calculate the royalties, to which we are entitled, processes that may involve complicated and difficult calculations. Under existing agreements, we have the right to inspect the inventory and accounts of multipliers of our seeds and licensees of our technologies; however, we must also rely on the good faith of end users to accurately report to us the multiplication of our seeds and remit royalty payments due in respect of the same, which may be respected to varying degrees in different jurisdictions given the absence of contractual privity and prevailing market practice.
Acquisitions, investments and other strategic transactions may not achieve their intended benefits and could adversely affect our business and financial condition.
From time to time, we may pursue acquisitions, investments, strategic alliances, licensing arrangements or other transactions that we believe complement our existing businesses, expand our product portfolio or technological capabilities, or otherwise provide strategic opportunities. We may be unable to identify suitable opportunities, complete transactions on acceptable terms or obtain the financing necessary to pursue them.
Acquisitions and other strategic transactions involve a number of risks, including difficulties integrating acquired businesses, technologies, systems and personnel; failure to retain key employees, customers, suppliers or business partners; delays and unexpected costs; diversion of management attention and resources from our existing operations; difficulties maintaining appropriate internal controls and regulatory compliance; and the assumption of unanticipated liabilities, including contractual obligations or litigation.
We may also fail to achieve the revenues, profitability, cost savings, growth opportunities or other benefits anticipated from a transaction, or such benefits may take longer to realize or cost more to achieve than expected. Acquired businesses, products or technologies may perform below our expectations, and transactions may adversely affect our existing operations or business relationships.
Acquisitions may also result in the recognition of goodwill and other intangible assets. We are required to assess goodwill and certain intangible assets for impairment in accordance with applicable accounting standards, and adverse developments affecting an acquired business or changes in our expectations regarding its future performance could result in impairment charges that adversely affect our results of operations and financial condition.
Any failure to successfully execute or integrate acquisitions or other strategic transactions, or to realize their anticipated benefits, could materially adversely affect our business, financial condition and results of operations.
Acquisitions may not be successful in achieving their intended benefits, cost savings and synergies and may disrupt current operations.
One component of our growth strategy historically has been acquisitions. These involve various inherent risks and the benefits, cost savings and synergies sought that may not be realized.
The integration process of any newly acquired company may be complex, costly and time-consuming. The potential difficulties of integrating the operations of an acquired business and realizing our expectations for an acquisition, including the benefits that may be realized, include, among other things:
| ● | failure of the business to perform as planned following the acquisition or achieve anticipated revenue or profitability targets; |
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| ● | delays, unexpected costs or difficulties in completing the integration of acquired companies or assets; |
| ● | higher than expected costs, lower than expected cost savings or synergies and/or a need to allocate resources to manage unexpected operating difficulties; |
| ● | difficulties assimilating the operations and personnel of acquired companies into our operations; |
| ● | diversion of the attention and resources of management or other disruptions to current operations; |
| ● | the impact on our or an acquired business’ internal controls and compliance with legal requirements; |
| ● | ineffective or inadequate controls, procedures, or policies at the acquired company; |
| ● | multiple product lines or service offerings, as a result of our acquisitions, that are offered, priced, and supported differently; |
| ● | adverse effects on our existing business relationships with business partners and customers as a result of the acquisition; |
| ● | potential write-offs of acquired assets and potential financial and credit risks associated with acquired customers; |
| ● | inability to maintain relationships with key customers, suppliers, and partners of the acquired business; |
| ● | lack of experience in new markets, products, or technologies; |
| ● | diversion of management’s attention from other business concerns; |
| ● | use of resources that are needed in other parts of our business; |
| ● | retaining key customers, suppliers and key personnel; |
| ● | retaining and obtaining required regulatory approvals, licenses and permits; |
| ● | operating risks inherent in the acquired business and our business; |
| ● | lower than anticipated demand for product offerings by us or our licensees; and |
| ● | unanticipated issues, expenses and liabilities, including those arising from existing contractual obligations or litigation matters. |
Our failure to successfully complete the integration of any acquired business and any adverse consequences associated with future acquisition activities, could have an adverse effect on our business, financial condition and operating results.
Completed acquisitions may result in additional goodwill and/or an increase in other intangible assets on our balance sheet. We are required annually, or as facts and circumstances exist, to assess goodwill and other intangible assets to determine if impairment has occurred. If the testing performed indicates that impairment has occurred, we are required to record a non-cash impairment charge for the difference between the carrying value of the goodwill or other intangible assets and the implied fair value of the goodwill or the fair value of other intangible assets in the period the determination is made. We cannot accurately predict the amount and timing of any potential future impairment of assets. Should the value of goodwill or other intangible assets become impaired, there could be a material adverse effect on our financial condition and results of operations.
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Certain Rizobacter shares are subject to a judicial injunction and, if decided unfavorably to us, we may be required to surrender part of our interest in Rizobacter thereby reducing our equity interest in Rizobacter.
Concurrently with the closing of business combination, the Rizobacter Call Option was exercised and we acquired 80% of Rizobacter’s capital stock, which we hold through our subsidiary RASA Holding. An injunction currently affects shares representing 44% of Rizobacter’s total share capital, including shares held by RASA Holding representing approximately 29% of Rizobacter’s total share capital. In addition, the injunction also requires that 30% of the dividends distributed on such shares be paid into a judicially created escrow account. Such injunction relates to litigation among historical shareholders of Rizobacter arising from a disputed transfer of shares that occurred in 1995. Although the Argentine Supreme Court ruled against certain of the litigating historical shareholders, such shareholders subsequently pursued other legal recourse—including the injunction and non-innovative measure (medida de no innovar)—to further dispute the original transfer of shares. The non-innovative measure was overturned by an Argentine court of appeals on April 17, 2018.
We acquired our controlling stake in Rizobacter subject to the injunction and associated ongoing litigation. Should the court rule against the free transferability of the affected shares, we will be obligated to return certain shares, thereby reducing our equity interest in Rizobacter. Given the Argentine Supreme Court’s finding that the 1995 share transfer was valid, it is likely or probable that our subsidiary, RASA Holding may be obligated to pay a contingent purchase price of US$17.3 million. Accordingly, we have recognized a provision in accordance with IAS 37, measured as the best estimate of the expenditure that would be required to settle the present obligation, taking into consideration the contractual terms and the current assessment of the relevant legal and financial circumstances. The total provision recognized amounts to $3.5 million, which represents the present value of the estimated obligation, determined based on our assessment of the probability of occurrence of the triggering conditions and the expected timing of the related cash outflows. The ultimate timing and amount of any cash outflow remain uncertain and will depend on the final outcome and timing of the underlying judicial proceedings, as well as on future legal developments, including the potential for extrajudicial settlements. See Note 7.16 to our audited consolidated financial statements included elsewhere in this annual report.
Our indebtedness could adversely affect our financial condition.
As of June 30, 2026, our total indebtedness was US$229.2 million, of which US$169.2 million matures in the fiscal year ending June 30, 2027, including $122.0 million related to the Secured Notes classified as current liabilities, and approximately US$27 million of additional indebtedness classified as current as a result of covenant breaches and change-of-control provisions set forth in the relevant agreements. This classification reflects the acceleration of the Secured Notes and the noteholders’ enforcement actions following events of default under the Convertible Note Purchase Agreement and the Non-Convertible Note Purchase Agreement, which resulted in the outstanding amounts becoming immediately due and payable. See Note 7.13 to our audited consolidated financial statements included elsewhere in this annual report. We may incur additional indebtedness in the future. Our indebtedness could have important adverse consequences, including:
| ● | limiting our ability to obtain additional financing to fund future working capital, capital expenditures, acquisitions or other general corporate requirements; |
| ● | requiring a substantial portion of our cash flows to be dedicated to debt service payments instead of other purposes, thereby reducing the amount of cash flows available for working capital, capital expenditures, acquisitions and other general corporate purposes; |
| ● | increasing our vulnerability to general adverse economic and industry conditions; |
| ● | limiting our flexibility in planning for and reacting to changes in the industry in which we compete; |
| ● | placing us at a disadvantage compared to other, less leveraged competitors; and |
| ● | increasing the cost of borrowing. |
The occurrence of any of the above may negatively impact our business and results of operations. If any of our indebtedness gets accelerated as a result of our failure to meet certain covenants, the risks described above could intensify. See “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Indebtedness.”
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The requirements of being a public company may strain our resources and distract our management, which could make it difficult to manage our business.
We are required to comply with various regulatory and reporting requirements, including those required by the SEC. Complying with these reporting and regulatory requirements is time-consuming, resulting in increased costs for us or other adverse consequences.
As a public company, we are subject to the reporting requirements of the Exchange Act and the requirements of the Sarbanes-Oxley Act. These requirements may place a strain on our systems and resources. The Exchange Act requires that we file annual and current reports with respect to our business and financial condition. The Sarbanes-Oxley Act requires that we maintain effective disclosure controls and procedures and internal controls over financial reporting. To maintain and improve the effectiveness of our disclosure controls and procedures, we may need to commit significant resources, hire additional staff and provide additional management oversight. We expect to implement additional procedures and processes for the purpose of addressing the applicable standards and requirements for public companies. These activities may divert management’s attention from other business concerns, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.
On June 30, 2023, we ceased to be an “emerging growth company,” as defined in the JOBS Act, and we may no longer take advantage of certain temporary exemptions from various reporting requirements including, but not limited to, an exemption from compliance with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act and the rules and regulations of the SEC thereunder. Therefore, we expect to incur additional expenses and devote increased management effort toward ensuring compliance with the additional reporting requirements that apply as we have ceased to be an “emerging growth company.”
We depend on our key personnel and research collaborators, and we may be adversely affected if we are unable to attract and retain qualified scientific and business personnel.
Our business is dependent on our ability to recruit and maintain highly skilled and educated individuals through direct employment or collaboration arrangements, with expertise in a range of disciplines, including biology, chemistry, plant genetics, agronomy, mathematics programming and other specializations which are relevant to our business. Our ability to recruit such talent depends in part on our ability to maintain our market leadership in agricultural biotech industry in countries in which we operate. Maintaining our ability to attract highly skilled workers and leading scientific institutions depends in part on our ability to maintain a strong technology platform and state-of-the-art facilities, as well as our ability to consistently and successfully commercialize our technology. There can be no assurance that we will be able to maintain leading scientific capabilities or continue to successfully maintain advanced technology in the market.
Our success is also dependent to a significant degree upon the technical skills and continued service of certain members of our management team, in particular those of our Chief Executive Officer, Dr. Federico Trucco, who has occupied several positions at Bioceres Crop Solutions since 2019, and has vast experience and knowledge of our business, strategy and technologies. Furthermore, he has developed and maintained strong relationships with our original shareholders. The cessation of Dr. Trucco’s employment for any reason could have a material and negative impact on us. In addition, the number of qualified and highly educated personnel in Argentina, where most of our operations are located, is limited and competition for the services of such persons may be intense.
Our inability to secure, retain or find replacements for key management and technical personnel could adversely affect our business and could have a material adverse effect on our business, operating results, financial condition and growth prospects.
We do not enter into non-compete agreements with all of our employees, and therefore we may be unable to prevent our competitors from benefiting from the expertise of our former employees.
We do not enter into non-compete agreements with all of our employees, which prevents us from limiting our key employees from joining our competitors or competing directly against us. As a result, we may be unable to prevent our competitors from benefiting from the expertise of such employees. Direct competition by a former employee could adversely affect our business, results of operations and ability to capitalize on our proprietary information.
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Adverse changes in global economic conditions, including as a result of the armed conflict in the Middle East, the war in Ukraine and the impact of tariffs, trade barriers, and other restrictions on global trade, particularly those imposed between the United States and other countries and jurisdictions, may negatively affect our industry, business, and results of operations.
Our industry is affected by changes in economic conditions outside our control, which can result in a general decrease in product demand from our customers. Such economic and geopolitical developments, like inflationary pressures in the U.S. and elsewhere, the China trade wars, the conflict in Iran and overall heightened instability in the Middle East, the armed conflict in Israel and Palestine and the war in Ukraine may affect our business in a number of ways, including disruptions to key maritime routes and chokepoints such as the Strait of Hormuz, commodity price volatility, energy supply constraints, shipping route interruptions and increased cybersecurity risks. Further, reduced demand may drive us and our competitors to offer products at promotional prices, which would have a negative impact on our profitability. In addition, the tightening of credit in financial markets may adversely affect the ability of our customers and suppliers to obtain financing for significant purchases and operations and could result in a decrease in, or cancellation of, orders for our products. If demand for our products slows down or decreases, we will not be able to maintain our revenue and we may run the risk of failing to satisfy the financial and other restrictive covenants to which we are subject under our existing indebtedness. Reduced revenue as a result of decreased demand may also reduce our planned growth and otherwise hinder our ability to improve our performance in connection with our long-term strategy.
These geopolitical developments may also implicate international sanctions and trade restrictions. While we have policies and procedures in place designed to ensure compliance with applicable sanctions and trade restrictions, our employees, contractors, and agents may take actions in violation of such policies and applicable law, and we could be held ultimately responsible. If we are held responsible for a violation of U.S. sanctions laws, we may be subject to various penalties, any of which could have a material adverse effect on our business, financial condition or results of operations.
Moreover, on January 20, 2025, as Donald Trump took office for his second term as President of the U.S., the Trump administration marked a shift in U.S. trade policies, with the enactment of new tariffs on imports from around 90 countries, including most countries in Latin America. These changes, along with potential retaliatory responses, create uncertainty for global trade dynamics. Although Argentina and some other Latin American countries currently face relatively lower tariffs, Argentine exports to the United States are subject to a 10% tariff, except steel and aluminum which are subject to a 50% tariff since June 4, 2025. Increasing trade barriers and tariffs between major economies may negatively impact Argentina’s export sector and broader economy, heightening risks for companies with exposure to international markets. These trade policy developments could also influence macroeconomic stability and the global economy, which could adversely impact our costs, our investments, the demand and price of our products and the products of our customers or adversely affect the valuation of our securities in international markets.
Further, our earnings may be adversely affected by fluctuations in the price of certain commodities, such as grains, milk, meat, biofuels and biomaterials, which can be affected by adverse geopolitical conditions. As the outcomes of the ongoing international conflicts remain highly uncertain, they may contribute to significant volatility in global financial markets, and shortages and increases in the prices of commodities. If commodity prices continue to be negatively impacted, the value of our products could be directly and negatively impacted. Additionally, growers’ incomes have historically been negatively affected by commodity prices. As a result, fluctuations in commodity prices could have an impact on growers’ purchasing decisions and negatively affect their ability and decisions to purchase our seeds or products that incorporate our proprietary technology. We cannot anticipate all of the ways in which the current economic climate and financial market conditions could adversely impact our business.
The spread of global pandemics and government efforts to control the effect and spread of such pandemics have had and may have a disruptive effect on different aspects of our business.
The spread of global pandemics impacted the world economy and the jurisdictions in which we conduct our business. If such pandemics occur, the jurisdictions in which we conduct our business may impose mandates and/or regulations or implemented measures to counter the spread of viruses.
While it is not possible to predict the future impact of global pandemics and the effect of the measures adopted by governments, global pandemics have in the past and in the future may significantly affect global economic conditions. Furthermore, global pandemics and governments’ future responses to global pandemics may affect our financial position and results of operations. However, the impact of such pandemics on our business, results of operations, and financial position remains uncertain.
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Our crop productivity business is highly seasonal, which may cause our sales and operating results to fluctuate significantly.
The sale of our products is dependent upon planting and harvest seasons and therefore tend to follow highly seasonal patterns than can result in substantial fluctuations in quarterly sales and profitability. As we change the mix of products sold within our existing markets, or expand into markets in different geographies, the seasonality of our business may change and may differ from our expectations.
Our operating results may also fluctuate as a result of the size and timing of significant distributor transactions, delays or deferrals in the use of our commercial technologies or products, and the purchasing and inventory management decisions of our customers. Customers may purchase large quantities of our products in a particular period for storage and subsequent use or otherwise adjust the timing of purchases to manage their inventories. These factors may result in significant fluctuations in our sales and operating results from period to period.
Adverse weather conditions, climate change, crop diseases and pests could adversely affect our product development activities, agricultural markets and results of operations.
Our business is exposed to weather and climatic conditions, including drought, heat stress, excessive rainfall, floods, freezing conditions and other extreme weather events. Such conditions may affect agricultural productivity and demand for our products and may also adversely affect our research, development and field-testing activities. We have experienced crop failures in the past that required us to re-start field trials and delayed the achievement of expected results.
Our development activities may also be affected by electricity, climate control or water supply operating systems used in our greenhouses or laboratories. A prolonged disruption could damage or destroy plants used to test licensed seeds traits or samples stored for research and development purposes, resulting in delays and additional costs.
Agricultural production is also vulnerable to crop diseases and to pests, the severity of which may depend on climatic conditions, the stage of crop development and the effectiveness of available treatments. Climate change may affect the frequency, severity and geographic distribution of adverse weather events, diseases and pests and may have longer-term effects on agricultural productivity in the markets in which we operate. Any of these developments could increase our costs, delay our development activities, reduce demand for our products or otherwise adversely affect our business and results of operations.
The costs to control disease and other infestations vary depending on the severity of the damage and the extent of the plantings affected. Moreover, there can be no assurance that available technologies to control such infestations will continue to be effective. These infestations can also increase costs, decrease revenues and lead to additional charges to earnings, which may have a material adverse effect on our business, financial position and results of operations.
Certain estimates of market opportunity included in this report are based on assumptions that are inherently uncertain and subject to risks and uncertainties that could have a material adverse effect on our business, operating results, and financial condition.
The information regarding our market opportunities has been prepared by management and our assumptions underlying our statements about these market opportunities are inherently uncertain and are subject to significant business, economic, regulatory and competitive risks and other uncertainties that could cause actual results to differ materially from those set forth in management’s estimates. No independent third party has compiled, examined, or performed any procedures with respect to our potential market opportunities, nor has any third party expressed any opinion or any other form of assurance on the information or its achievability by us, and no independent third party has assumed responsibility for, or claimed any association with, the information we have included herein regarding such potential market opportunities. The information regarding market opportunities is not fact and should not be relied upon as being indicative of future results.
Consumer and government resistance to genetically modified (GM) crops may negatively affect the commercialization of products containing our licensed seed traits.
The successful commercialization of products containing our seed traits depends, in part, on public acceptance of genetically engineered agricultural products. Some consumers may reject foods made from GM seeds and production of certain GM crops is prohibited in certain countries. Any increase in negative perceptions of GM crops, or more restrictive government regulations in response thereto, could delay or impair the development and commercialization of some of our products.
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The commercial success of our products may be adversely affected by claims that biotechnology plant products are unsafe for consumption or use, pose risks of damage to the environment, or create legal, social and ethical dilemmas.
The high public profile of biotechnology in food production and food products and public attitudes about the safety and environmental hazards of, and ethical concerns over, genetic research and biotechnology plant products could negatively affect our public image and results of operations.
The prohibition of the production of certain GM crops in certain countries and the current resistance from consumer groups to GM crops can limit the access to such markets for some of our technologies has and have the potential of spreading to and influencing the acceptance of products developed through biotechnology in other regions of the world and may also influence regulators in other countries to limit or ban production of GM crops, which could limit the commercial opportunities to exploit biotechnology. For example, in the United States, no product may be labelled as “organic” if it contains any genetically modified organism (GMO). Additionally, as of 2022, the National Bioengineered Food Disclosure Standard requires that food manufacturers, importers and certain retailers label foods that are bioengineered or contain bioengineered ingredients. Such labelling may carry a negative connotation for consumers and could make it difficult and expensive to commercialize products containing GM ingredients, which could negatively impact the sales of our licensed GM seeds and our overall business, financial condition, and operational results.
Legal proceedings relating to HB4 technology could adversely affect our ability to commercialize products containing HB4 technology.
In Argentina, a class action suit has been filed, in which plaintiffs request that GMO foods be mandatorily labelled as such and that measures be taken to protect land use, among others. In the context of this lawsuit, if such action were to be decided in favor of the plaintiffs, our ability to derive revenues from the commercialization the HB4 technology would be negatively affected. As of the date of this report, the plaintiffs’ request for injunctions against GMO approvals were rejected by the Federal Court of Appeals and an injunction appealed before the Argentine Supreme Court was also rejected.
GM crops are grown principally in the United States, Brazil and Argentina, where there are fewer restrictions on the production of GM crops. If these or other countries where GM crops are grown or where we engage in business activities enact laws or regulations that ban the production of such crops or make regulations more stringent, we could experience a longer product development cycle for our products and may be forced to abandon projects related to certain crops or geographies, both of which would negatively affect our business and results of operations. Public attitudes towards ownership of genetic material and potential changes to laws regulating such ownership could weaken our intellectual property rights over our genetic material and discourage R&D partners from supporting, developing or commercializing our products and technologies.
Competition in crop productivity products, including biologicals, is intense and requires continuous technological development.
We currently face significant direct and indirect competition in the markets in which we operate. The markets for crop productivity products, including biologicals, are intensely competitive and rapidly changing. Many companies engage in the development these products, and speed in commercializing a new product can be a significant competitive advantage.
As an example, some of our competitors engage in research associated with discovery and therefore have R&D budgets that are more significant than our own R&D budget and that cover more activities than those in which we engage. In addition, former collaborators, by virtue of having had access to our proprietary technology, may utilize know-how acquired while employed by us for their own development efforts.
In most segments, the number of products available to end-consumers is steadily increasing as new products are introduced. We may be unable to compete successfully against our current and future competitors, which may result in price reductions, reduced margins and the inability to achieve market acceptance for our products and technologies. In addition, many of our competitors have substantially greater financial, marketing, sales, distribution and technical resources than us and some of our competitors have more experience in R&D, regulatory matters, manufacturing and marketing. We anticipate increased competition in the future as new companies enter the market and new technologies become available. Programs to improve genetics and crop protection chemicals are generally concentrated within a relatively small number of large companies, while non-genetic approaches are underway with broader set of companies. Mergers and acquisitions in the plant science, specialty food ingredient and agricultural biotechnology seed and chemical industries may result in even more resources being concentrated among a smaller number of our competitors.
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The expiration of patents covering existing products reduces the barriers to entry for competitors. Our ability to compete effectively and to achieve commercial success depends, in part, on our ability to (i) control manufacturing and marketing costs, (ii) effectively price and market our products, (iii) successfully develop an effective marketing program and an efficient supply chain, (iv) develop new products with properties attractive to food manufacturers or growers, and (v) commercialize our products quickly without incurring major regulatory costs. We may not be successful in achieving these factors and any such failure may adversely affect our business, results of operations and financial condition.
Changes in laws and regulations to which we are subject, or to which we may become subject in the future, may materially increase our costs of operation, decrease our operating revenues and disrupt our business.
Laws and regulatory standards and procedures that impact our business are continuously changing. Responding to these changes and meeting existing and new requirements may be costly and burdensome. Changes in laws and regulations may occur that could:
| ● | impair or eliminate our ability to source technology and develop our products, including validating our products through field trials and passing biosafety evaluations; |
| ● | increase our compliance and other costs of doing business through increases in the cost to protect our owned and licensed intellectual property, including know-how, trade secrets and regulatory data, or increases in the cost to obtain the necessary regulatory approvals to commercialize and market the products we develop directly or jointly; |
| ● | require significant product redesign or redevelopment; |
| ● | render our licensed seed traits and technology and products that incorporate them less profitable or less attractive compared to competing products; |
| ● | reduce the amount of revenues generated from licenses or other royalties; |
| ● | restrict or increase the costs of making payments and distributions; |
| ● | increase our export and import duties and costs or intensify controls and restrictions on our imports; and |
| ● | discourage us and other collaborators from offering, and end-markets from purchasing, products that incorporate our licensed seed traits and technology. |
Any of these events could have a material adverse effect on our business, results of operations and financial condition. As of the date hereof, we believe that we are in substantial compliance with applicable regulations in Argentina and other countries in which we operate relating to GM crops. However, if such regulations change, our validation trials and compliance efforts may become more costly and burdensome, which could adversely affect our ability to develop and commercialize our products.
Any changes in regulation in countries where GM crops are grown or exported into could result in our collaborators, other third parties or us being unable or unwilling to develop, commercialize or sell products that incorporate our licensed seed traits or technology. In addition, we rely on various forms of intellectual property rights protection. Legislation and precedents relating to intellectual property rights in the key markets where we seek protection, such as the United States, Brazil and Argentina, is evolving and changes in laws could affect our ability to obtain or maintain intellectual property rights protection for our products. Any changes to these existing laws and regulations may materially increase our costs, decrease our revenues and disrupt our business.
Price increases and shortages of raw materials could adversely affect our results of operations.
Our results of operations may be affected by the availability and pricing of raw materials, principally materials needed to design our technologies, such as raw glycerin. Factors such as changes in the global or regional levels of supply and demand, weather conditions, seasonal fluctuations, shortages or interruptions, changes in global climates and government regulations could substantially impact the price of raw materials. These and other factors could also cause plant shutdowns, reductions in capacity, delays and increased costs with associated manufacturers. To the extent we are unable to pass on increases in raw materials and energy prices to our customers, a substantial increase in raw material prices or a continued interruption in supply could increase our production or product development costs and have a material adverse effect on our business, financial condition and results of operations.
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The overall agricultural industry is susceptible to commodity price volatility and, we, along with our food manufacturing customers and grower customers, are exposed to market risks from changes in commodity prices.
Volatility in the prices of certain commodity products could result in higher overall costs along the agricultural supply chain, which may negatively affect our ability to commercialize our products. We are susceptible to cost volatility in the agricultural industry as a result of factors beyond our control, such as general economic conditions, seasonal fluctuations, weather conditions, demand, food safety concerns, product recalls and government regulations. Further, we may not be able to anticipate or react to such volatility in a timely manner, which could cause our operating results to deteriorate.
We may be required to pay substantial damages as a result of uninsured product liability claims.
Product liability claims are a commercial risk for our business, particularly as we are involved in the sale of commercial technology and the supply of biotechnological products, some of which may be shown in the future to be harmful to humans and the environment. We may be held liable if any product we develop is found unsuitable during marketing, sale or consumption. We do not currently have insurance coverage for such claims. Courts have levied substantial damages in the United States and elsewhere against a number of companies in the agriculture industry in past years based upon claims for injuries allegedly caused by the use of their products. There is a possibility that a product liability case could be filed against us in Argentina, as there are precedents of cases relating to the use of pesticides, for example. However, in Argentina, damages relating to these cases may be substantial albeit potentially smaller than those typically awarded in the United States.
In addition, we may face product liability and similar claims involving cross-pollination of crops, which has affected other companies in our industry operating in the United States, and cross-contamination of GMO and non-GMO ingredients. Product liability claims against us, our joint ventures or third-party licensees selling products that contain our licensed seed traits or technology or product liability allegations relating to seeds or other products developed by us could damage our reputation, harm our relationships with our collaborators and other counterparties and materially and adversely affect our business, results of operations, financial condition and prospects.
Our operations are subject to various health and environmental risks associated with our use, handling, storage and disposal of potentially toxic materials.
We are subject to numerous and varied environmental, health and safety laws and regulations at the federal, state, local and foreign levels, including those governing laboratory procedures, the handling, use, storage, treatment, manufacture and disposal of hazardous materials and wastes, the discharge of pollutants into the environment and matters relating to human health and safety. As part of our technology sourcing and product development activities, we develop GMOs by introducing new genes into the genomes of certain plants and bacteria. Although our intention is to improve specific plant traits, we cannot always predict the effect that these genetic modifications may have on the organism. In some cases, genetic modifications may render the organism poisonous or toxic or may give rise to other characteristics that could prove dangerous to the organism’s surrounding environment.
There is a risk that, in the context of laboratory, greenhouse, industrial or field testing, GMO seeds or strains may escape containment and contaminate nearby areas. Poisonous, toxic or otherwise harmful organisms may therefore be inadvertently introduced into the environment or potentially enter the food production system, with the possibility of harming people and animals who encounter them. Our crop protection products, which include Rizoderma, adjuvants, therapies, fungicides and insecticides, bear similar risks during the development stage. The occurrence of any such events could expose us to liabilities, damage our reputation, and materially and adversely affect our business, financial condition and results of operations.
We cannot eliminate the risk of injuries or damages caused by the contamination or discharge of these materials. If these risks were to materialize, we could be subject to fines, liability, reputational harm or otherwise adverse effects on our business. We may be sued for any injury or contamination that results from our use or the use by third parties of these materials, or may otherwise be required to remedy the contamination, and our liability may exceed any insurance coverage and our total assets. Furthermore, compliance with environmental, health and safety laws and regulations may be expensive and may impair our R&D efforts. If we fail to comply with these requirements, we could incur substantial costs and liabilities, including civil or criminal fines and penalties, clean-up costs or capital expenditures for control equipment or operational changes necessary to achieve and maintain compliance. In addition, we cannot predict the impact on our business of new or amended environmental, health and safety laws or regulations or any changes in the way existing and future laws and regulations are interpreted and enforced. These current or future laws and regulations may impair our research, development or production efforts.
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Development and commercialization of our products may incur scrutiny under the Convention on Biological Diversity Treaty.
The Convention on Biological Diversity Treaty is an international treaty that was adopted at the Earth Summit in Rio de Janeiro, Brazil in 1992. The treaty provides that if a company uses genetic resources, such as an indigenous plant, from a participating country to develop a product, then such company must obtain the prior informed consent of the participating country and owes fair and equitable compensation to the participating country. Although the United States is not a participating country, most countries where we currently obtain or may obtain genetic resources in the future, including Argentina, have ratified the treaty and are currently participants in the Convention on Biological Diversity Treaty. We may fall under scrutiny of the Convention on Biological Diversity Treaty with respect to the development or commercialization of any of our products derived from genetic resources originating from any of the countries that are participants in the Convention on Biological Diversity Treaty. There can be no assurance that the government of a participating country will not assert that it is entitled to fair and equitable compensation from us. Such compensation, if demanded, may make commercialization of some of our products impracticable.
Our failure to accurately forecast and/or manage biological inventory could result in an unexpected shortfall or surplus of products which could harm our biological business.
We are required to produce inventories of certain of our products (mainly biologicals) and we monitor our inventory levels based on our own projections of future demand. Because of the significant time it takes to produce commercial quantities of seeds, production decisions must be made well in advance of sales. An inaccurate forecast of demand for any seed variety can result in the unavailability of seeds in high demand. Such unavailability may depress sales volumes and adversely affect customer relationships. Conversely, an inaccurate forecast could also result in an over-supply of seeds which may increase costs, negatively impact cash flow, reduce the quality of inventory and ultimately result in inventory write-offs, which could have a material adverse effect on our business, results of operations and financial condition.
Additionally, any damage to or destruction of inventory—whether from natural disasters, accidents, or other unexpected events—may significantly impair our ability to supply products on a timely basis. While we seek to maintain sufficient inventory levels to mitigate potential supply interruptions, unforeseen losses could disrupt our operations and negatively affect our customer relationships and reputation, resulting in adverse impacts on our business, results of operations and financial condition.
We rely on third parties to develop and commercialize seeds with HB4 Technology.
We rely on third-party licensees for the production and commercialization of seeds with our HB4 technology. If these partners fail to produce seeds of sufficient quality, in adequate quantities, or within required timeframes, or if production or commercialization processes are disrupted, our business and financial results could suffer due to delays, reduced market penetration, and lost revenue opportunities.
As we rely on partners to market and sell HB4-incorporated products, there is a risk that they may not do so effectively, potentially resulting in lower royalty revenues and harming the reputation of our technology. Our limited control and visibility over the timing and progression of each partner’s seed development process, sales and marketing strategies increases the complexity of revenue forecasting and operational planning. Partners may prioritize their own technologies, limit HB4’s market reach, or inaccurately report sales, leading to disputed royalties, unpredictable income streams, and possible litigation.
Additionally, our HB4 technology might be used to develop products that compete directly with our offerings, further impacting future royalties. The synthetic biology industry is highly competitive and rapid technological advances or patent expirations may reduce the value or marketability of HB4. Despite contractual safeguards, these risks may not always be fully mitigated, and our long-term objective of generating substantial royalty revenues may not be achieved. If so, our revenues may depend more on research and development fees and milestone payments, rather than a stable royalty stream. The occurrence of any of these risks could adversely affect our business, financial condition, and results of operations.
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Disruption to our IT and operating system could adversely affect our reputation and have a material adverse effect on our business and results of operations.
Disruption or failure of our IT system due to technical reasons, natural disaster or other unanticipated catastrophic events, including power interruptions, storms, fires, floods, earthquakes, terrorist attacks or armed conflicts could significantly impair our ability to deliver data related to our projects to our collaborators on schedule and materially and adversely affect our relationships with our collaborators, therefore, negatively affect our business and our results of operations. If our existing or future IT system does not function properly, or if the IT system proves incompatible with our new technologies, we could experience interruptions in data transmissions and slow response times, preventing us from completing routine research and business activities. Furthermore, we can provide no assurance that our current IT system is fully protected against third-party intrusions, viruses, hacker attacks, information or data theft or other similar threats.
Additionally, our employees, management and service providers may use third-party AI tools, including generative AI applications, in their day-to-day work. AI systems and other automated tools may produce outputs that appear credible but are inaccurate, incorrect, incomplete, or biased, and such limitations may be difficult to detect. Errors, omissions, or inappropriate reliance on such outputs could result in flawed decisions, misstatements, regulatory scrutiny or inquiries, litigation or other liability, reputational harm, which could have a material adverse effect on our business, financial condition and results of operations. Furthermore, AI tools may be used by malicious actors to enhance the sophistication of cyberattacks, fraud schemes, and social engineering, amplifying our existing cybersecurity risks.
Our business and operations would suffer in the event of computer system failures, cyber-attacks or a deficiency in our cybersecurity.
Despite the continuous implementation of security measures, our internal computer systems, and those of third parties on which we rely, are vulnerable to damage from computer viruses, malware, natural disasters, terrorism war telecommunication and electrical failures, cyber-attacks or cyber-intrusions over the Internet, attachments to emails, persons inside our organization, or persons with access to systems inside our organization. The risk of a security breach or disruption, particularly through cyber-attacks or cyber-intrusion, including by computer hackers, foreign governments, and cyber terrorists, has generally increased as the number, intensity and sophistication of attempted attacks and intrusions from around the world have increased. This risk may be further enhanced as the techniques and tools used in cyber-attacks have evolved rapidly and now use advanced automation and artificial intelligence. In addition to the extraction of sensitive information, such attacks could include the deployment of harmful malware, ransomware, denial-of-service attacks, phishing attacks, social engineering and other means to affect service reliability. If any such event were to occur and cause interruptions in our operations, it could result in a material disruption of our product development programs. To the extent that any disruption or security breach was to result in a loss of or damage to our data or applications, or inappropriate disclosure of confidential or proprietary information, we could incur material legal claims and liability, damage to our reputation, the further development of our product candidates could be delayed, which could adversely affect our business, financial condition, and operating results, and could negatively impact our share price.
Labor unions can request, and have requested, the unionization of some of our employees.
In December 2016 and March 2017, the Argentine Trade Union of Truck Drivers (Sindicato de Choferes de Camiones) (the “SCC”) and the Argentine Union of Rural Workers and Stevedores (Unión Argentina de Trabajadores Rurales y Estibadores) (the “UATRE”), respectively requested the unionization of some employees of Rizobacter. With respect to the former, the SCC requested to unionize employees involved in logistics and operation of forklifts. UATRE requested to unionize workers engaged in the handling and storage of grain related to our seed treatment process undertaken seasonally. After negotiations, both SCC and UATRE came to an agreement with Rizobacter wherein Rizobacter agreed to hire companies to carry out the operations covered by each union. Each company agreed to indemnify Rizobacter in relation to any subsequent claims by the workers registered with the SCC or the UATRE, as the case may be, without direct cause to Rizobacter.
If new union disputes arise, they may be time consuming and distracting to management. The occurrence of a union dispute could have a material and adverse effect on our costs and business, results of operations and financial condition.
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We are subject to anti-corruption and anti-money laundering laws with respect to both our domestic and international operations, and noncompliance with such laws can subject us to criminal and civil liability and harm our business.
We are subject to the U.S. Foreign Corrupt Practices Act of 1977, as amended, the U.S. domestic bribery statute contained in 18 U.S.C.§201, the U.S. Travel Act, the USA PATRIOT Act, Argentine Law No. 27,401, as amended, and possibly other anti-bribery and anti-money laundering laws in countries in which we conduct activities. Anti-corruption laws are interpreted broadly and prohibit us and our collaborators from authorizing, offering, or directly or indirectly providing improper payments or benefits to recipients in the public or private sector. We or our collaborators may have direct and indirect interactions with government agencies and state-affiliated entities and universities in the course of our business. We may also have certain matters come before public international organizations such as the United Nations. We use third-party collaborators, joint venture and strategic partners, law firms, and other representatives for regulatory compliance, patent registration, lobbying, deregulation advocacy, field testing, and other purposes in a variety of countries, including those that are known to present a high corruption risk such as India, China, and Latin American countries. We can be held liable for the corrupt or other illegal activities of these third-party collaborators, our employees, representatives, contractors, partners, and agents, even if we do not explicitly authorize such activities. In addition, although we have implemented policies and procedures to ensure compliance with anti-corruption and related laws, there can be no assurance that all of our employees, representatives, contractors, partners, or agents will comply with these laws at all times. Noncompliance with these laws could subject us to whistleblower complaints, investigations, sanctions, settlements, prosecution, other or injunctions, suspension and debarment from contracting with certain governments or other persons, the loss of export licenses, reputational harm, adverse media coverage, and other negative consequences. If any subpoenas or investigations are launched, or governmental or other sanctions are imposed, or if we do not prevail in any possible civil or criminal litigation, our business, results of operations, and financial condition could be materially harmed. In addition, responding to any action will likely result in a materially significant diversion of management’s attention and resources and significant defense costs and other professional fees. Enforcement actions and sanctions could further harm our business, results of operations, and financial condition.
Economic substance legislation of the Cayman Islands may adversely impact us or our operations.
The Cayman Islands, together with several other non-E.U. jurisdictions, have legislation aimed at addressing concerns raised by the Council of the E.U. as to offshore structures engaged in certain activities, which attract profits without real economic activity. With effect from January 1, 2019, the International Tax Cooperation (Economic Substance) Act, as revised (the “Substance Act”), came into force in the Cayman Islands introducing certain economic substance requirements for in-scope Cayman Islands entities, which are engaged in certain “relevant activities”. As we are a Cayman Islands company, our compliance obligations include filing annual notifications, which need to state whether we are carrying out any relevant activities and whether we are claiming an exemption from the obligations to meet the economic substance tests to the extent required under the Substance Act (the “substance test”). If we are carrying out such relevant activities, or we are claiming such an exemption, we are further required to file annually a report as to whether we have satisfied the substance test or the basis on which we are claiming such exemption.
We may become subject to taxation in the Cayman Islands which would negatively affect our results.
We are a Cayman Islands exempted company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Act. As an exempted company, we have applied for and received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Act (As Revised) of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of the shares, debentures or other obligations we have or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our members or a payment of principal or interest or other sums due under a debenture or other obligation we have. If we were to become subject to taxation in the Cayman Islands, our financial condition and results of operations could be materially and adversely affected. See the section titled “Material Cayman Islands Income Tax Considerations.”
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As a “foreign private issuer” under the rules and regulations of the SEC, we are permitted to, and will, file less or different information with the SEC than a company incorporated in the United States or otherwise subject to these rules, and will follow certain home country corporate governance practices in lieu of certain Nasdaq requirements applicable to U.S. issuers.
We are considered a “foreign private issuer” under the Exchange Act and we are therefore exempt from certain rules under the Exchange Act, including the proxy rules, which impose certain disclosure and procedural requirements for proxy solicitations for U.S. and other issuers. Moreover, we are not required to file periodic reports and financial statements with the SEC as frequently or within the same time frames as U.S. companies with securities registered under the Exchange Act. We currently prepare our financial statements in accordance with IFRS. We will not be required to file financial statements prepared in accordance with or reconciled to the accounting principles generally accepted in the United States of America (“U.S. GAAP”) so long as our financial statements are prepared in accordance with IFRS as issued by the International Accounting Standards Board. We are not required to comply with Regulation FD, which imposes restrictions on the selective disclosure of material information to shareholders. In addition, our officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions of Section 16 of the Exchange Act and the rules under the Exchange Act with respect to their purchases and sales of our securities.
In addition, as a “foreign private issuer” whose ordinary shares are listed on the Nasdaq Stock Market LLC (“Nasdaq”), we are permitted to, and will, follow certain home country corporate governance practices in lieu of certain Nasdaq Capital Market requirements. A foreign private issuer must disclose in its annual reports filed with the Securities and Exchange Commission, or the SEC, each Nasdaq requirement with which it does not comply followed by a description of its applicable home country practice. As an exempted company incorporated in the Cayman Islands and listed on the Nasdaq, we currently intend to follow our home country practice with respect to the composition of our board of directors and nominations committee and executive sessions. Unlike the requirements of the Nasdaq, the corporate governance practice and requirements in the Cayman Islands do not require us to have a majority of our board of directors to be independent; do not require us to establish a nominations committee; and do not require us to hold regular executive sessions in which only independent directors shall be present. Such Cayman Islands home country practices may afford less protection to holders of our ordinary shares.
We could lose our status as a “foreign private issuer” under current SEC rules and regulations if more than 50% of our outstanding voting securities become directly or indirectly held of record by U.S. holders and one of the following is true: (i) the majority of our directors or executive officers are U.S. citizens or residents; (ii) more than 50% of our assets are located in the United States; or (iii) our business is administered principally in the United States. If we lose our status as a foreign private issuer in the future, we will no longer be exempt from the rules described above and, among other things, will be required to file periodic reports and annual and quarterly financial statements as if it we were a company incorporated in the United States. If this were to happen, we would likely incur substantial costs in fulfilling these additional regulatory requirements and members of our management would likely have to divert time and resources from other responsibilities to ensuring these additional regulatory requirements are fulfilled.
Risks Related to our Intellectual Property
Agreements with our collaborators and third parties may not adequately prevent disclosure of trade secrets, know-how and other proprietary information, which could materially adversely affect our technology and harm our business.
We rely on a combination of intellectual property rights laws and other agreements with our collaborators and third parties to protect and otherwise seek to control access to, and distribution of, our proprietary information. These measures may not prevent disclosure, infringement or misappropriation of our confidential information. Our confidentiality and nondisclosure agreements or covenants may not be enforceable under applicable law and, even if they are enforceable, may be breached, and we may not have adequate remedies for such a breach that would effectively prevent the dissemination of our confidential information or direct competition with us by a joint venture partner. We also have limited control over the protection of trade secrets used by our collaborators and could lose future trade secret protection if any unauthorized disclosure of such information occurs. Enforcement of any claim that a party illegally disclosed confidential information or misappropriated a trade secret is difficult, expensive and time-consuming, and the outcome is unpredictable. In addition, others may independently discover our trade secrets and proprietary information, by reverse engineering or otherwise, and in such cases, we would not be able to enjoin such parties. Laws regarding trade secret rights in certain markets where we operate may afford little or no protection of our trade secrets. If any of our trade secrets were to be disclosed to or independently developed by a competitor, or if we otherwise were to lose protection for our trade secrets or proprietary know-how, the value of this information may be greatly reduced and our business and competitive position could be harmed. Moreover, our collaborators may allege that we have disclosed their trade secrets or confidential information.
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We may not be able to adequately protect our intellectual property rights throughout the world.
Our commercial success depends in part on our ability to obtain intellectual property protection and/or trade secrets protection for the technologies we develop and use. Competitors may use our technologies in jurisdictions where we have not obtained intellectual property protection to develop their own products, and we may be unable to prevent such competitors from importing those infringing products into territories where we have intellectual property protection, but enforcement is not as strong due to the exhaustion of rights. These products may compete with our product candidates and our licensed patents and other intellectual property rights may not be effective or sufficient to prevent them from competing in those jurisdictions. In addition, competitors could use our licensed patent disclosures and/or reverse engineer our trade-secret-protected products in order to produce competing products. Moreover, growers or others in the chain of commerce may raise legal challenges against our intellectual property rights or may infringe upon our intellectual property rights, including through means that may be difficult to prevent or detect.
On March 6, 2022, Russia issued a decree permitting the use of certain patents without compensation or license for inventions, industrial designs, and utility models originating in “unfriendly” countries, which include the United States. We currently hold two patents granted by the Russian Federation—RU 2,802,940 (HB4 3.0 – soy); and 2,833,866 (HB4 3.0 – wheat)—which, following the March 6, 2022, decree, may no longer receive effective intellectual property protection. In addition, the filing/publication WOX-0277-RU-PA (Plants with reduced lipase 1 activity — Active filed) remains active. If third parties, including the majority owners of the third-party manufacturing plant in Vyborg, Russia, use our patents and create versions of our products, we would likely have limited to no recourse and would not receive any compensation for any unauthorized use.
On May 20, 2024, Russia issued a decree which introduces stringent controls on the acquisition of intellectual property rights by Russian entities from U.S. persons, including governmental approval for new intellectual property agreements with U.S. entities and government clearance for withdrawal of payments. This could significantly hinder our ability to effectively manage financial transactions and intellectual property acquisitions involving Russian parties, potentially delaying or challenging our operations and strategic initiatives in Russia.
In Argentina, legislation in respect of breeders’ rights includes a concept of a “farmer’s privilege,” which allows growers to use seeds obtained from their own harvests to be replanted on their own farm. According to the National Seed Institute of Argentina (Instituto Nacional de Semillas), the reserves of seeds kept for personal use has grown significantly in recent years, which may increase the likelihood that growers illegally claiming the privilege may use GM seeds into the market without paying royalties owed to us. For several years, certain sectors of the Argentine agricultural industry have called for amendments to Argentina’s plant variety protection (“PVP”) Law No. 20,247 to strengthen intellectual property protection for seeds. In the absence of such legislative reform, the seed industry has implemented “Sembrá Evolución,” a voluntary, contract-based framework launched in 2022 to facilitate the recognition of intellectual property rights and the collection of royalties through private agreements with growers. Since its launch, the framework has gained increasing adoption among seed companies and growers and continues to support royalty collection for participating varieties, including in connection with farm-saved seed. Sembrá Evolución remains the Company’s primary mechanism for collecting royalties on varieties commercialized under this framework in Argentina. While these efforts may improve compliance, the legal uncertainty surrounding farmers’ rights and the enforceability of royalty collection mechanisms in Argentina could materially and adversely affect our ability to capture value from our GM seed technologies.
The legal systems of certain countries, including China, where we have sublicensed patent applications, have not historically favored the enforcement of patents or other intellectual property rights, which could hinder us from preventing the infringement of our licensed patents or other intellectual property rights and result in substantial risks to us. Proceedings to enforce our licensed patent rights in the United States or foreign jurisdictions could result in substantial costs and divert our efforts and attention from other aspects of our business, could put our licensed patents at risk of being invalidated or interpreted narrowly and our sublicensed patent applications at risk of not issuing and could provoke third parties to assert patent infringement or other claims against us. We may not prevail in any lawsuits that we initiate, and the damages or other remedies awarded, if any, may not be commercially meaningful. Accordingly, our efforts to enforce our intellectual property rights around the world may be inadequate to obtain a significant commercial advantage from the intellectual property that we develop or license from third parties.
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The foreclosure of Pro Farm may give rise to uncertainties or disputes regarding jointly developed intellectual property.
Pro Farm and Rizobacter and other entities within our group have collaborated on research and development activities that have resulted in jointly developed intellectual property. Following the foreclosure of Pro Farm, these entities are no longer under common control, which may give rise to uncertainties or disagreements regarding their respective rights and responsibilities with respect to the ownership, management, further development, protection and commercial exploitation of such intellectual property. Resolving these matters may require additional agreements or negotiations with the relevant parties and could result in disputes, delays or additional costs. If we are unable to reach satisfactory arrangements or resolve potential disagreements, our ability to develop, use or commercialize such intellectual property, or to realize its anticipated benefits, could be adversely affected.
Changes in U.S. and Argentine patent law could diminish the value of patents in general, thereby impairing our ability to protect our product candidates.
As is the case with other biotech companies, our success is heavily dependent on intellectual property, including patents. Obtaining and enforcing biotech patents involves technological and legal complexity, and is costly, time consuming, and inherently uncertain.
The patent position of biotechnology and biochemical companies generally is highly uncertain, involves complex legal and factual questions and has in recent years been the subject of much litigation. As a result, the issuance, scope, validity, enforceability and commercial value of our patent rights are highly uncertain. Our pending and future patent applications may not result in patents being issued which protect our technology or products, in whole or in part, or which effectively prevent others from commercializing competitive technologies and products. Furthermore, our patents, and those patents for which we have license rights, may be challenged, narrowed, invalidated or circumvented. It is also not possible to patent and protect all knowledge and know-how associated with our products, so there may be areas that are not protected such as certain formulations and manufacturing processes. Costly and time-consuming litigation could be necessary to enforce and determine the scope of our proprietary rights, and failure to obtain or maintain trade secret protection could adversely affect our competitive business position. It is also possible that we will fail to identify patentable aspects of our research and development output before it is too late to obtain patent protection.
In September 2016, the Argentine Patent Office (Instituto Nacional de Propiedad Intelectual) issued Argentine Regulation 56/16, under which the Argentine Patent Office may partially waive the substantive examination, provided that a patent has been granted abroad for the same invention by a foreign patent office carrying out substantive examination in a country whose patent law has the same substantive requirements as Argentine law. This can result in prosecution times that are substantially shorter, and similar to those of the fastest jurisdictions. Prior to the repeal of Resolution 283/15, the Argentine Patent Office applied Regulation 56/16 to biotech cases only when the granted equivalent was directed to matter that was not affected by the restrictive guidelines and required that the claims be amended to comply with the requirements of Resolution 283/15.
On May 8, 2026, the Argentine Patent Office issued Resolution 142/2026, which amended Regulation 56/16 by repealing Article 4 and replacing Article 5, thereby streamlining the voluntary petition procedure for applicants seeking to apply the expedited examination mechanism. Subsequently, on June 18, 2026, the Argentine Patent Office issued Resolution 197/2026, which repealed Resolution 283/15, the regulation that had incorporated restrictive guidelines for the examination of biotechnology inventions. According to the rationale of Resolution 197/2026, those restrictions had created an unfavorable environment for innovation and investment, hindering access to key technologies that could substantially improve the productivity, sustainability and international competitiveness of Argentina’s agricultural sector, and had positioned Argentina unfavorably relative to other countries that adopted more flexible criteria for the protection of biotechnological inventions. Resolution 197/2026 restored the original patenting guidelines under Resolution 243/03 (as they existed prior to the 2015 amendments), aligning the Argentine patent framework with internationally recognized standards. As a result of the repeal of Resolution 283/15, the limitations previously applicable to biotech cases under Regulation 56/16 are no longer applicable, and Regulation 56/16 may now be applied to biotech inventions on the same basis as other fields of technology. As a limited exception, holders of patent applications that were pending at the time of the repeal and are granted as a result of Resolution 197/2026 will not have the right to demand compensation from, or to prevent, the continued commercialization by good-faith third parties of products covered by such patents that were already on the local market at the date the resolution entered into force.
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In addition, the U.S. Supreme Court has ruled on several patent cases in recent years, either narrowing the scope of patent protection available in certain circumstances or weakening the rights of patent owners in certain situations. In addition to increasing uncertainty with regard to our ability to obtain patents in the future, this combination of events has created uncertainty with respect to the value of patents, once obtained. In a recent ruling (in re “Monsanto Technology LLC c/ Instituto Nacional de la Propiedad Industrial s/ Denegatoria de Patente”, case number CCF 8044/2007), Tribunal III of the Civil and Commercial Federal Court of Appeals of the City of Buenos Aires confirmed, by revoking a decision of a lower court, the rejection of a biotechnological patent application by the Argentine Patent Office, with the understanding that the invention should be protected as a PVP and not under a patent (the patent application was for a recombinant DNA molecule and a cell transformed by such molecule). Lack of inventive activity and non-patentable matters are also mentioned as grounds in this precedent. The Court of Appeal’s decision was appealed to the court of last resort, but the Argentine Supreme Court refused to resolve the case based on the grounds that the issue was moot as the statutory term of the patent under consideration in the case had already expired. The decision of the Court of Appeals has, therefore, become a negative precedent that may adversely affect patentability of the technologies we develop in the future. Depending on decisions by the Argentine and U.S. Congresses, the federal courts in each country, the U.S. Patent and Trademark Office and the Argentine Patent Office, as well as the relevant authorities in other countries in which we hold licensed patents, the laws and regulations governing patents could change in unpredictable ways that may weaken or undermine our ability to obtain new patents or to enforce our existing licensed patents and patents we might obtain in the future.
If we or one of our collaborators or licensees are sued for infringing the intellectual property rights of a third party, such litigation could be costly and time consuming and could prevent us or our collaborators or licensees from developing or commercializing products that incorporate our technology.
Our ability to generate significant revenues from our products depends on our joint ventures and licensees’ ability to develop, market and sell products and utilize our proprietary technologies without infringing the intellectual property rights and other rights of any third parties.
As the agricultural biotech industry continues to develop, we, our collaborators or licensees may become party to, or threatened with, litigation or other adverse proceedings regarding intellectual property or proprietary rights in our technology, processes, developed seed traits or seed treatments. Third parties may assert claims based on existing or future intellectual property rights and the outcome of any proceedings is subject to uncertainties that cannot be adequately quantified in advance. Any litigation proceedings could be costly and time consuming. A negative outcome from an intellectual property infringement suit could result in liability for monetary damages, require us to indemnify our licensees for damages arising from warranties we have made in respect of the intellectual property rights we have licensed, which claims might not be subject to a cap, or treble damages and attorneys’ fees if we are found to have willfully infringed a patent. There is also no guarantee that we, our collaborators or licensees would be able to obtain a license under such infringed intellectual property rights on commercially reasonable terms or at all. A finding of infringement could prevent us, our collaborators or our licensees from developing, marketing or selling a product or force us to cease some or all of our business operations. Even if we are successful in these proceedings, we may incur substantial costs and the time and attention of our management and scientific personnel may be diverted as a result of these proceedings, which could have a material adverse effect on our operations. In some cases, our agreements with our collaborators or licensees might oblige us to pay for the enforcement of our licensed intellectual property rights, even though our collaborators or licensees may be responsible for commercializing the potentially infringing products. Claims that we have misappropriated the confidential information or trade secrets of third parties could similarly have a negative impact on our business.
The value of our intellectual property could diminish due to technological developments or challenges by competitors, making our products less competitive.
Our intellectual property rights are important to the operation of our business and the commercialization of our crop productivity products. We rely on a combination of licensed patents, PVP, trademarks, trade secret laws, confidentiality provisions and licensing arrangements to establish and protect our intellectual property. However, the importance of technology development and intellectual property protection in the crop productivity industry increases the risk that technological advances by others could render our products less competitive. Our business could be negatively affected by any of the following:
| ● | our issued licensed patents, PVP certificates and trademark registrations may be successfully challenged by our competitors; |
| ● | we may be unable to obtain intellectual property licenses that are necessary or useful to our business on favorable terms, or at all; |
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| ● | new technology that is independently developed by others may supersede our technology and make our products less desirable or costlier in the marketplace; |
| ● | competitors may design around our licensed patent and/or PVP protections; and |
| ● | competitors may reverse engineer our trade secret technologies. |
We may be required to pay royalties, or other additional compensation, to employees who develop inventions that have been or will be commercialized by us, even if the rights to such inventions have been assigned to us, exclusive licenses have been granted to us or the employees have waived their rights to royalties.
Under Argentine Patent and Utility Models Law No. 24,481 and Argentine Labor Law No. 20,744, which provide the legal framework related to ownership of inventions developed during an employer-employee relationship, the employer is awarded ownership of inventions when the employee was hired for the purpose of engaging in inventive discovery or when such invention otherwise derives from the knowledge acquired by virtue of the employee’s working for the employer. Depending on the nature and the scope of an employee’s contribution to an invention and the nature of his or her hiring, he or she may be entitled to additional compensation by the employer; however, the employer will still retain ownership rights on the conditions mentioned above. If an employee was hired for a purpose other than to engage in inventive discovery and he or she creates an invention that is not related to the employer’s processes, methods or business, the employee shall be the owner of the invention.
A significant portion of our employees are dedicated to activities that may be considered inventive. As a result, a significant portion of our employees execute confidentiality and ownership rights agreements upon commencement of employment whereby they agree to classify all work undertaken by them as engagement in inventive discovery, which grants us all ownership rights in inventions created while such employees are employed by us. If these assignments or exclusive licenses were deemed invalid or unenforceable, we could be required to pay royalties to our employees who have invented intellectual property that we have commercialized, which in turn may have a material adverse effect on our results of operations. In addition, if these assignments or exclusive licenses were deemed invalid or unenforceable, it is possible that our employees could assign or license to third parties their rights in any inventions created while employed by us. This could have a material adverse effect on our results of operations.
Risks Related to Operating in Latin America
The majority of our operations and/or development activities are based in Latin America. As of June 30, 2026, approximately 97% of our consolidated revenues were generated from sales to customers in Latin America. In particular, fluctuations in the economy of Latin America and actions adopted by governments of Latin American countries have had and may continue to have a significant impact on our subsidiaries operating in those countries.
Economic and political conditions in Latin America, particularly Argentina, could materially adversely affect our business, financial condition and results of operations.
A major portion of our operations and development activities are based in Latin America, notably in Argentina. Accordingly, our business, financial condition and results of operations are substantially dependent on economic, political and regulatory conditions in Argentina and other Latin American countries in which we operate.
Argentina has historically experienced significant economic and political volatility, including periods of low growth or recession, high inflation, currency depreciation, restrictions on access to foreign currency and the transfer of funds abroad, government intervention in the economy, and significant changes in economic and regulatory policies. These conditions may affect, among other things, our operating costs, access to financing, ability to import goods and services, ability to transfer funds, customer demand and the value of our assets and liabilities denominated in Argentine Pesos.
Argentina has experienced high levels of inflation in recent years, although inflation moderated significantly during 2025 and 2026. According to data published by the Argentine National Institute of Statistics and Census (Instituto Nacional de Estadística y Censos) (“INDEC”), the Consumer Price Index (“CPI”) increased 118% in 2024, 211% in 2023 and 95% in 2022. In 2025, however, the CPI increase fell to 31.5%, the lowest in eight years, and year-to-date inflation in 2026 (January through July) was 19.3%. There can be no assurance that this trend will continue. A renewed increase in inflation, further currency depreciation, recession or other deterioration in macroeconomic conditions could materially adversely affect our business and results of operations.
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Since taking office in December 2023, the administration of President Javier Milei has implemented significant fiscal, monetary, economic and regulatory reforms intended to address Argentina’s macroeconomic imbalances and deregulate portions of the economy, including through Emergency Decree 70/2023, Law No. 27,742, entitled “Law of Bases and Starting Points for the Freedom of Argentines” (the “Bases Law”) and related measures.
The most relevant measures contained in Decree 70/2023 included the declaration of public emergency in economic, financial, fiscal, administrative, social security, tariff, health and social matters until December 31, 2025. According to section 99, paragraph 3, of the National Constitution and Law 26,122, Decree 70/2023 will remain in force unless rejected by both Chambers of Congress. Even though the Senate of the Nation voted for the rejection of Decree 70/2023, as of the date of this annual report, the Chamber of Deputies has not voted on Decree 70/2023; accordingly, under Law 26,122, the decree remains in force. The decree also includes measures ranging from the repeal of regulations on housing lease contracts, supply of basic necessities and commercialization of mass consumption products to the modification of the corporate form of companies in which the State has a stake. Moreover, Decree 70/2023 contains 44 sections by means of which changes in the labor regulations in force are ordered. With respect to the latter, different precautionary measures, contained in actions for injunctive relief, were admitted in order to temporarily suspend the effects of Decree 70/2023. These precautionary measures, filed mainly by labor unions and different workers’ unions, have been appealed by the Government of Javier Milei. Currently, it is not possible to confirm what the outcome of these measures filed against Decree 70/2023 will be.
On June 27, 2024, the National Congress approved the Bases Law, which was enacted and entered into force on July 9, 2024. The Bases Law declared a one-year public emergency in administrative, economic, financial and energy matters and delegated certain legislative powers to the executive branch. Among other matters, Title II (State Reform) authorizes the executive branch to reorganize, merge, dissolve or otherwise restructure certain government entities and to privatize certain state-owned enterprises; Title III establishes a general program for the deregulation of commerce, services and industry; Titles IV (Promotion of Registered Employment) and V (Labor Modernization) introduce significant amendments to the Labor Contract Law No. 20,744; and Title VII creates the Régimen de Incentivo para Grandes Inversiones (RIGI). On the same date, the National Congress approved Law No. 27,743 on tax measures (the “Tax Package”), including moratorium and tax amnesty regimes and amendments to the Personal Assets Tax, Income Tax, and Special Regime for Small Taxpayers. On July 8, 2024, the executive branch enacted both laws through Decrees No. 592 and 593.
RIGI, established under Title VII (articles 164 to 228) of the Bases Law, provides tax incentives, customs benefits, foreign exchange benefits and 30-year regulatory stability for qualifying large-scale investment projects carried out through Vehículos de Proyecto Único (VPUs). Eligible sectors include forestry, tourism, infrastructure, mining, technology—including biotechnology, nanotechnology, artificial intelligence, software and aerospace—steel, energy, oil and gas. Implementing regulations were issued through Decree No. 749/2024 on August 22, 2024, and subsequently amended by Decrees No. 940/2024 and 1028/2024. In February 2026, Decree No. 105/2026 extended the RIGI adhesion period by one year, until July 8, 2027, expanded the oil and gas sector to include onshore new developments, and introduced adjustments for the technology sector.
The executive branch issued Decrees No. 608 and 695 on July 12, 2024, and August 5, 2024, respectively, regulating certain rules of the Tax Package and the following four chapters of Title II of the Bases Law: (i) Administrative Reorganization; (ii) Privatizations; (iii) Administrative Procedure; and (iv) Public Employment. On August 12, 2024, the executive branch published Decree No. 713 in the Official Gazette through which it moved forward with the regulation of sections of the Bases Law related to contracts and transactional agreements (including concessions). On September 25, 2024, the executive branch issued Decree No. 847/2024, approving the regulations for Title IV (Promotion of Registered Employment) and Title V (Labor Modernization) of the Bases Law, including the implementation of a new severance fund system (Fondo de Cese) as an alternative regime available through collective bargaining agreements. Additional implementing regulations were issued through Decree No. 749/2024 (regulating the RIGI) and Decree No. 1057/2024, which regulated articles 101 to 158 of the Bases Law covering additional energy-related titles.
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On March 6, 2026, Law No. 27,802 (the “Labor Modernization Law”) was published in the Official Gazette and, as a general matter, took effect on that date. On March 30, 2026, National Labor Court No. 63 granted an injunction requested by the Confederación General del Trabajo (CGT), temporarily suspending many of the challenged provisions, including key amendments to the Labor Contract Law No. 20,744. The suspension was lifted in April 2026. The principal amendments introduced by the Labor Modernization Law include the following: (i) contracts for works or services, independent workers and independent platform service providers are excluded from the scope of the Labor Contract Law; (ii) the presumption of an employment relationship does not apply to service arrangements that are invoiced or paid through bank transfer, including for social security purposes; (iii) settlements approved by a court or competent administrative authority have res judicata effect; (iv) collective bargaining agreements may no longer be applied by extension or analogy, and expired agreements must be renegotiated within one year; (v) clauses that remain in force solely by virtue of ultra-activity (ultraactividad) may be suspended; (vi) where a worker inexcusably overstates a claim, the worker and their counsel are jointly liable for the resulting costs; (vii) a user company is liable only for obligations accrued during the period in which the worker actually provided services to it; (viii) employers may introduce variable compensation components that do not become a permanent part of the worker’s salary; and (ix) averaged working hours and hour banks are permitted, subject to a minimum of 12 hours of daily rest and 35 hours of weekly rest.
In addition, the Labor Modernization Law created the Labor Assistance Fund (Fondo de Asistencia Laboral), a new regime designed to help finance severance and other termination payments, which is expected to reduce employers’ termination costs. The start date of the Labor Assistance Fund has been postponed to December 1, 2026, pursuant to Decree No. 1228/2026.
These reforms have resulted in significant changes to Argentina’s economic and regulatory environment, and additional reforms may continue to be implemented. The ultimate effects and sustainability of these measures, as well as the potential effects of future changes in government policy, remain uncertain and could adversely affect the Argentine economy or our business.
Other Latin American countries in which we operate, including Brazil, have also experienced periods of economic and political volatility, including fluctuations in economic growth, inflation, interest rates and exchange rates, and changes in government policies and regulations. Adverse economic, political or regulatory developments in these countries could materially adversely affect our operations, financial condition and results of operations.
Latin American governments have exercised, and continue to exercise, significant influence over the economies of the countries in which we operate, which could adversely affect our business, financial condition, results of operations and prospects.
Historically, governments in Latin America have frequently intervened in the economies of their respective countries and have occasionally made significant changes in policy and regulations. Governmental actions to control inflation and other policies and regulations have often involved, among others, price controls, currency devaluations, capital controls and tariffs. Our business, financial condition, results of operations and prospects may be adversely affected by the changes in government policies or regulations of Latin American governments in which we operate, including:
| ● | exchange rates and exchange control policies; |
| ● | tariff and inflation control policies; |
| ● | foreign exchange controls and restrictions on abroad remittances and payments of dividends; |
| ● | price control policies; |
| ● | liquidity of domestic capital and lending markets; |
| ● | tax policies, royalty and tax increases and retroactive tax claims; and |
| ● | other political, diplomatic, social and economic developments in or affecting the countries in which we operate. |
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In the past, the Argentine government conducted expropriations of companies in strategic sectors, including Aguas y Saneamientos S.A. (2006), Aerolíneas Argentinas S.A. (2008) and YPF S.A. (2012), and in 2020 unsuccessfully attempted the expropriation of Vicentín S.A., a private-sector grain exporter. Additionally, interventionist legislation such as the Supply Law (Law No. 20,680, as amended by Law No. 26,991) granted the government broad powers to intervene in certain markets. However, under the current administration, Decree 70/2023 and Resolution 51/2024 repealed the Supply Law together with Law No. 27,545, Law No. 26,992 and several other interventionist regulations, and the Bases Law authorized the privatization of certain state-owned enterprises.
Given that a significant portion of our assets is located in Argentina, we are subject to political uncertainties, including expropriation or nationalization of our business or assets, or subject to renegotiation or annulment of existing contracts and other similar risks. Despite the present Administration’s rather liberal approach, intervention in the economy by the Argentine government could be reintroduced in the future, the occurrence of which may adversely affect Argentina’s economy and, in turn, our business, results of operations and financial condition. We cannot assure investors that these or other measures that may be adopted by the Argentine government in the future, such as nationalizations, forced renegotiations or modifications of existing contracts, new tax policies, price fixing, regulations and reforms affecting foreign trade and investments, will not have a material adverse effect on the Argentine economy and, consequently, will not adversely affect our business, results of operations and financial condition.
Our business, results of operations and financial condition may be adversely affected by fluctuations in currency exchange rates relative to the U.S. dollar in the countries in which we operate.
Most of our operations are based in Latin America and, accordingly, a significant portion of our costs are incurred in local currencies, while our revenues are primarily denominated in or influenced by U.S. dollars. Currencies in Argentina and Brazil have fluctuated significantly against the U.S. dollar in the past. Therefore, fluctuations in exchange rates relative to the U.S. dollar could impair the comparability of our results from period to period and have a material adverse effect on our results of operations and financial condition.
The Argentine Peso depreciated 40.8% against the U.S. dollar in 2025, 27.4% in 2024, 354% in 2023, 70.7% in 2022 and 20.0% in 2021 based on the official exchange rates published by the Argentine Central Bank. In the past years, the Argentine government has imposed restrictions on the purchase of foreign currency. However, President Javier Milei’s administration has been gradually easing foreign exchange controls. For more information about the implementation of exchange controls see “Argentine exchange controls and restrictions limit access to the FX Market to make payments and distributions from our Argentine subsidiaries and receive the proceeds of any sale of our assets in Argentina”.
The Brazilian real has also historically suffered frequent fluctuations. As a consequence of inflationary pressures, in the past, the Brazilian government has implemented various economic plans and adopted a number of exchange rate policies, including sudden devaluations, periodic mini devaluations during which the frequency of adjustments has ranged from daily to monthly, floating exchange rate systems, exchange controls and dual exchange rate markets. Formally the value of the real against foreign currencies is determined under a free-floating exchange rate regime, but in fact the Brazilian government is currently intervening in the market, through currency swaps and trading in the spot market, among other measures, every time the currency exchange rate is above or below the levels that the Brazilian government considers appropriate, taking into account, inflation, growth, the performance of the real against the U.S dollar in comparison with other currencies and other economic factors. Periodically, there are significant fluctuations in the value of the Brazilian real against the U.S. dollar. In 2025, the Brazilian real appreciated 11.1% against the U.S. dollar, whereas in 2024 the Brazilian real depreciated 21.8% against the U.S. dollar, whereas in 2023 the Brazilian real appreciated 8.1% against the U.S. dollar, following an appreciation of 7.3% in 2022, a depreciation of 9.1% in 2021 and a depreciation of 28.9% in 2020.
Our consolidated financial information included herein is presented in U.S. dollars. Fluctuations in exchange rates relative to the U.S. dollar could impair the comparability of our results from period to period and could have a material adverse effect on our results of operations and financial condition.
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We are required to apply inflationary adjustments and tax indexation procedures in some of our Argentine subsidiaries, which could adversely affect our financial statements, results of operations and financial condition.
Pursuant to the International Accounting Standard 29, Financial Reporting in Hyperinflationary Economies (“IAS 29”), the financial statements of entities whose functional currency is that of a hyperinflationary economy must be adjusted for the effects of changes in a suitable general price index. IAS 29 does not prescribe when hyperinflation arises but includes several characteristics of hyperinflation. The IASB does not identify specific hyperinflationary jurisdictions. However, in June 2018, the International Practices Task Force of the Centre for Quality, which monitors “highly inflationary countries” categorized Argentina as a country with projected three-year cumulative inflation rate greater than 100%. Additionally, some of the other qualitative factors of IAS 29 were present, providing prima facie evidence that the Argentine economy is hyperinflationary for purposes of IAS 29. Therefore, entities with Argentine Peso as their functional currency that prepare financial statements in accordance with IFRS as adopted by the IASB are required to apply IAS 29 to their financial statements for periods ending on and after July 1, 2018.
It should be noted that the significant reduction in Argentine inflation during 2025 and 2026 may result in the three-year cumulative inflation rate falling below the 100% threshold in the near term, which could lead to a reassessment of whether the Argentine economy continues to be classified as hyperinflationary for purposes of IAS 29.
Beginning with the period ending on December 31, 2018, Bioceres Crop Solutions’ Argentine subsidiaries which have Argentine Peso as its functional currency began preparing financial statements in compliance with IFRS, adopting IAS 29. Effective July 1, 2022, our main subsidiaries changed their functional currency from the Argentine Peso to the United States Dollars as a result of changes in events and conditions relevant to their business operations. The effect of the functional currency change was recorded prospectively in accordance with IAS 21. As a result, from July 1, 2022, there are no longer significant effects of inflation adjustments in our financial statements. See “Item 5. Operating and Financial Review and Prospects.”
From a tax perspective, on June 16, 2021, the Argentine Government enacted Law No. 27,630 which amended the Argentine Income Tax Law and replaced the fixed rate paid by Argentine companies on their corporate income from 30% to a progressive rate ranging from 25% to 35%. Depending on net income, companies will now have to pay a fixed amount and a progressive rate over the surplus of the minimum base rate in their category.
The reform also extended the 7% withholding tax on dividends for tax years beginning 1 January 2021 and thereafter. Moreover, according to applicable law, for fiscal years beginning on or after January 1, 2021, 100% of the tax inflation adjustment (negative or positive) is allocated by fiscal year, subject to certain transitional deferral provisions applicable to prior fiscal years. In addition, Law No. 27,802, enacted in 2026, amended the Argentine Income Tax Law to provide that tax losses generated in fiscal years beginning on or after January 1, 2025 may be adjusted based on changes in the Consumer Price Index until the fiscal year in which they are utilized.
We cannot predict the future impact that the application of IAS 29 and the eventual application of the tax indexation procedure and related adjustments will have on our Argentine subsidiaries’ financial statements or the effects on our business, results of operations and financial condition. Also, we cannot predict when the application of IAS 29 and the tax indexation will no longer be mandatory.
Argentine government and the private sector’s ability to obtain financing from the international capital markets could adversely affect our financial condition.
During recent years, the Argentine government and provinces have defaulted in the payment of their debt, which has limited their access as well as that of private companies to the international financial markets, or it has substantially increased their financing costs. Further, the COVID-19 pandemic has negatively impacted Argentina’s economy and deepened its recession which resulted in the need of restructuring of its sovereign debt.
Moreover, Argentina’s ability to obtain financing from international capital markets has historically been subject to various limitations and challenges, as evidenced in past years, where the need to resort to international organizations has been recurring. In 2018, the IMF’s executive board approved the Stand-By Agreement with the Argentina government, which involved the disbursement of US$44 billion. On January 28, 2022, the IMF and the Argentine Government reached an understanding to restructure the current debt with the IMF though an Extended Fund Facility Arrangement which was approved by the IMF’s executive board on March 3, 2022, and approved by the Argentine Congress on March 17, 2022. Ultimately, the Extended Fund Facility Arrangement was approved definitely by the IMF´s executive board on March 25, 2022. The Extended Fund Facility Arrangement seeks to continue creating the necessary stability conditions to address existing structural challenges and to strengthen the foundations for sustainable and inclusive growth. In accordance with the Extended Fund Facility Arrangement, Argentina will be paying its debt from 2026 to 2034.
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On August 4, 2023, through Decree 404/2023, a loan agreement between Argentina and Qatar for US$775 million was approved to assist Argentina in repaying US$1.411 billion owed to the International Monetary Fund (the “IMF”) from previous loan facilities. In addition, on August 23, 2023, the former Argentine Minister of Economy announced agreements with the World Bank for US$650 million. The World Bank’s Board of Directors approved two financings for Argentina, one focused on increasing access to financing for small and medium-sized enterprises to help them better mitigate and adapt to climate risks and the other supporting the strengthening of food programs. On April 11, 2025, the World Bank Group announced a US$12 billion support package for Argentina, including US$5 billion in IBRD public sector commitments, with a US$1.5 billion Development Policy Financing Operation disbursed immediately, up to US$5.5 billion from the IFC for private sector development, and MIGA guarantees. On June 9, 2026, the World Bank announced a new Country Partnership Framework for 2026-2033 to support private sector-led growth. On June 16, 2026, the World Bank approved a guarantee-backed financing package combining IBRD and MIGA guarantees to help mobilize up to US$2 billion in commercial loans for Argentina, with guarantees covering 95% of debt service payments on a six-year supported commercial loan.
Moreover, on June 12, 2024, the People’s Bank of China and the Central Bank of Argentina renewed the activated tranche of their currency swap agreement for CNY 35 billion (equivalent to US$5 billion) for a period of 12 months. On April 10, 2025, the BCRA and PBOC renewed the full activated tranche for another 12 months instead of the previously agreed gradual deactivation, maintaining the full CNY 35 billion (US$5 billion) through mid-2026. On August 5, 2026, the BCRA and PBOC renewed the entire bilateral currency swap agreement for CNY 130 billion, extending its term from 3 to 5 years. The activated tranche of CNY 35 billion (US$5 billion) remains in effect to strengthen financial stability and support trade and investment between the two countries.
On June 13, 2024, the IMF’s Executive Board concluded the eighth revision of the agreement under the Extended Fund Facility for Argentina. The decision of the Board permitted a disbursement of approximately U$800 million, with which the total disbursements in the frame of the agreement arises to U$41.4 billion. This disbursement would support the efforts of the Argentine authorities to reestablish stability and strengthen the external viability of Argentina. In this sense, the Argentine program remains firmly on course, having accomplished all quantitative objectives by March 2024. To sustain this progress, the IMF stated that it is essential for the Argentine government to enhance the quality of fiscal adjustments, initiate the first steps toward improved monetary and exchange rate policies, and implement reforms to unlock growth, formal employment, and investment.
In January 2025, the IMF Executive Board evaluated Argentina’s exceptional access to financing under the 2022 Extended Fund Facility. Although the program did not meet its initial objectives, it allowed for the rescheduling of payments. The program’s gradual approach was insufficient to address the economic challenges; however, the measures implemented by the government of Javier Milei contributed to stabilization. In this context, Milei’s administration renegotiated new targets and, in 2024, met all the established parameters, except for the accumulation of net reserves.
On March 19, 2025, the Argentine Congress validated the presidential decree authorizing the execution of a new debt refinancing agreement with the IMF. On April 8, 2025, the IMF reached a technical agreement with the Argentine government for a new US$20 billion extended facility over 48 months, subject to quarterly target reviews and a repayment term of 10 years. This agreement was approved by the IMF Executive Board on April 11, 2025, authorizing disbursements for up to US$15 billion in 2025, including an immediate disbursement of US$12 billion, and was intended to strengthen the BCRA’s reserves, support the easing of foreign exchange restrictions and consolidate Argentina’s stabilization program. The first disbursement of US$12 billion was made on April 15, 2025. The IMF Executive Board completed the first review of the EFF on July 31, 2025, enabling a disbursement of approximately US$2 billion, bringing total disbursements to approximately US$14 billion. While the mid-June 2025 quantitative target for net international reserves accumulation was missed, other key performance criteria and indicative targets were met. On May 21, 2026, the IMF Executive Board completed the second review of the EFF arrangement and concluded the 2026 Article IV consultation, unlocking approximately US$1 billion, bringing total disbursements to approximately US$15.8 billion. The Board granted a waiver of nonobservance for the end-December 2025 net international reserves performance criterion. The program envisages semi-annual reviews over 2026-2029, with disbursements of approximately US$0.7 billion for each of the remaining reviews.
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This agreement was complemented by different initiatives to obtain additional financing granted by other international organizations. Among those initiatives, the BCRA announced it would work with international banks in a new tender to extend the Repurchase Agreement (Repo) facility executed in January 2025 in an amount of up to US$2 billion, which was finally concluded on June 11, 2025. This operation helped strengthen the BCRA’s balance sheet by incorporating financing backed by sovereign assets. In exchange for these foreign currencies, the BCRA would grant the financial institutions that signed the agreement a package of securities that are currently part of its reserves, such as Bonds for the Reconstruction of a Free Argentina (BOPREAL for its acronym in Spanish) as collateral. On January 7, 2026, the BCRA arranged a new reverse repurchase agreement for US$3 billion with six leading international banks, for a term of 372 days at SOFR plus an average spread of 400 basis points. The BCRA received bids for US$4.4 billion, exceeding the auctioned amount by approximately 50%. On July 3, 2026, the BCRA repaid all outstanding reverse repos totaling US$6 billion and entered into a new reverse repo agreement for the same amount with ten leading international banks, maturing in September 2028 at SOFR plus 400 basis points, with bids received totaling US$8.25 billion.
In addition, in June 2026, Decree 478/2026 authorized, for loans of up to US$5 billion backed by partial guarantees from multilateral credit organizations, the inclusion of New York jurisdiction clauses and waivers of jurisdictional immunity, while expressly preserving Argentina’s immunity from execution over specified protected assets. In July 2026, Joint Resolution No. 41/2026 implemented this framework for a US dollar-denominated loan of up to US$1.2 billion with Deutsche Bank AG, London Branch, supported by a partial guarantee from the Inter-American Development Bank of up to US$550 million; while the Development Bank of Latin America and the Caribbean (CAF) announced a US$400 million loan to Pan American Energy for natural gas operations and was considering approximately US$500 million in additional support.
In any case, if the Argentine government defaults again on the payment of its sovereign debt or the measures adopted and to be adopted fail to maintain the current fiscal surplus achieved in December 2024, the first one since 2010, to control inflation and to stabilize the foreign exchange market successfully, Argentina’s ability to obtain international or multilateral private financing or direct foreign investment may be affected, which may in turn impair its ability to implement reforms and public policies to foster economic growth, the ability of private sector entities to access the international capital markets or make the terms of such financing much less favorable than those accessible by companies in other countries in the region and accelerate the depreciation of the Peso, foster inflation and deepen the economic crisis and recession. Lack of access to international or domestic financial markets or increase in the costs of such financing could affect the projected capital expenditures for our operations in Argentina, which, in turn, may have an adverse effect on our financial condition or the results of our operations.
A decline in the global prices of Latin America’s main commodity exports could have an adverse effect on Latin America’s economic growth.
A decline in the prices of the commodities that Latin America countries export, such as wheat and soy, could have an adverse effect on the region’s economic growth. High commodity prices have contributed significantly to the increase in Latin American exports as well as governmental revenues from export taxes. However, relying on the export of certain commodities has made the Latin American economy more vulnerable to fluctuations in the prices of commodities. A decline in global commodity prices negatively impacts ability of Latin American countries to service their sovereign debt as a result of reduced government revenue and, available foreign, which may result in recessionary or inflationary pressures. Either of these results would adversely impact the prospects of economic growth in Latin America and, therefore, our financial condition and results of operations. Further, we may not be able to anticipate or react to such volatility in a timely manner, which could cause our operating results to deteriorate.
The Argentine government may order special protections for employees in the private sector.
Due to high levels of inflation, the Argentine government could order salary increases for employees in the private sector, as occurred in the past. Notwithstanding the above, no mandatory salary increase has been ordered by the Argentine government since January 2020.
As per the current context, the prohibition on terminations and duplication of severance are not in force. A company is entitled to dismiss, without cause, employees at its convenience, as long as severance is paid in duly manner and time. In addition, inflation has moderated significantly during 2025 and 2026; however, we cannot assure that the government will not create special measures against salary depreciation in the future.
Furthermore, during 2023, salary increases in the private sector have been more regular than previously reported. However, there have been claims by employees that the increase in salary were not following inflation rates.
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On November 19, 2023, the second round (ballotage) of the presidential elections in Argentina took place, in which the ruling party Unión por la Patria, with former Minister of Economy Sergio Massa as its main candidate, obtained 44.30% of the votes, and, in contrast, the party La Libertad Avanza, led by Javier Milei, obtained a result of 55.65% of the votes. In this sense, on December 10, 2023, Javier Milei took office as the new President of the Argentine Republic for the next four years.
Also, on December 20, 2023, Decree 70/2023 repealed and amended several laws. Title IV of Decree 70/2023 contains labor regulations, which modify substantially the Labor Contract Law 20,744. This Title is currently suspended by judicial decision. However, Law 27,742, Law of Bases and Starting Points for the Freedom of Argentinians, enacted on June 27, 2024 and enforced on July 9, 2024, includes many of the modifications attempted in this regulation. On September 25, 2024, the executive branch issued Decree No. 847/2024, approving the implementing regulations for both Title IV (Promotion of Registered Employment) and Title V (Labor Modernization) of Law 27,742. In addition, Law No. 27,802 (Ley de Modernización Laboral), enacted on February 27, 2026, promulgated on March 5, 2026, and published in the Official Gazette on March 6, 2026, is a comprehensive 218-article labor reform law that substantially modifies the Labor Contract Law 20,744, including provisions addressing employment relationships, subcontracting, the legal concept of work, severance and a new Fondo de Asistencia Laboral under Title II, regulated by Decree No. 408/2026.
Law 27,742 introduces important amendments in labor and social security matters, which are contained in two of its titles: (i) Title IV “Promotion of Registered Employment” and (ii) Title V “Labor Modernization”.
Issues for immediate application and effectiveness as of July 9, 2024 include: (i) the validity of the labor contract registration by the labor provider; (ii) exclusion of service contracts from the scope of the Labor Contract Law; (iii) non-application of the presumption of employment contracts to self-employed workers who issue invoices; (iv) implementation of the new 6-month probationary period for those hired from July 9, 2024 (up to eight (8) months in companies with six (6) to one hundred (100) workers; and up to one (1) year in companies with up to five (5) workers); (v) reduction to 10 days of the pre-birth period at the pregnant woman’s option; (vi) just cause for dismissal in cases of obstruction, blockades, or damage during strike actions; (vii) increased severance compensation in cases of discriminatory dismissal; and (viii) elimination of fines and increased severance compensation in case of misclassification and failure to register employment.
Following the issuance of Decree No. 847/2024, several previously pending regulatory items under Law 27,742 have been addressed, including the employment regularization regime (with condonation percentages ranging from 70% to 90% depending on employer size) and the implementation of the severance fund system (Fondo de Cese). Certain additional items remain subject to further regulation or collective bargaining, including the full implementation of the new online platform for reporting irregular labor registrations. In addition, Law No. 27,802 (2026) further expanded the labor modernization framework established by Law 27,742, with additional implementing decrees including Decrees No. 315/2026, 407/2026, 408/2026, 409/2026 and 612/2026. Decree No. 407/2026, issued on May 29, 2026, approved the implementing regulations for several provisions of the Labor Contract Law as amended by Law No. 27,802, including rules on temporary employment agencies. Decree No. 612/2026, issued on July 17, 2026, further supplemented the regulatory framework for collective labor law reforms introduced by Law No. 27,802.
Due to reduction of inflation and new policies from the Labor Secretary, salary increases agreed in collective bargaining negotiations have generally moderated, with inflation remaining an important reference point, although actual adjustments may vary depending on the sector, collective bargaining agreements, and prevailing economic and market conditions.
The disposition or sale of our ordinary shares may be subject to taxation in Argentina.
Under the Argentine Income Tax Law, gains realized from the indirect sale or disposal of assets located in Argentina, including shares or other equity participations in Argentine companies by an entity or individual not resident in Argentina (“Non-Argentine Resident”) are taxable under certain conditions, as if a direct sale took place (the “Tax on Indirect Sales”).
The Argentine Income Tax Law establishes a presumption of income from Argentine source on the sale or disposition by Non-Argentine Residents of shares and participations (or rights to receive such shares or participations) in foreign entities whose underlying assets are fully or partially located in Argentina, as long as the following conditions are met:
| ● | At least thirty percent (30%) of the value of the shares, participations or rights of the foreign entity, at the time of sale or in any of the 12 previous months, derives from assets that the entity owns directly or indirectly in Argentina. For this purpose, such Argentine assets or rights will be valued at their fair market value and will include, among others, shares or other forms of ownership, control or participation in the profits of a company incorporated in Argentina; and |
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The securities or rights of the foreign entity being sold or disposed represent, at least, ten percent (10%) of the equity of that entity, at the time of their disposal or in any of the 12 previous months. For purposes of this calculation, ownership of related entities, spouses and other relatives must be considered jointly.
| ● | The relevant shares and participations in the foreign entity being sold have been acquired on or after January 1, 2018. |
In case the Tax on Indirect Sales applies, the Argentine source gain on which the Tax on Indirect Sales will be calculated is a proportion to the value of the Argentine assets held by the foreign entity with respect to the total value of the securities or rights being transferred.
The Tax on Indirect Sales is levied at a 15% rate on the net capital gain (gross sale price less acquisition cost), or at a 13.5% effective rate on the gross sale price, at the option of the seller. However, such rate may be reduced if a Treaty to Avoid Double Taxation (“DTT”) applies to the seller. If the Tax on Indirect Sales becomes applicable and the tax is applied on a net basis, pursuant to current income tax rules, the acquisition costs may be adjusted by inflation to calculate the net capital gain.
The mechanism to comply with the payment of the Tax on the Indirect Sales depends on the tax residency of the buyer: (i) if the buyer or acquirer is an Argentine corporate entity (in general, entities organized or incorporated under Argentine law, certain traders and intermediaries, local branches of foreign entities, sole proprietorships and individuals carrying on certain commercial activities in Argentina) (“Argentine Entity”) or an Argentine resident individual (“Argentine Individual”) the tax must be withheld and paid to the Argentine Tax Authority, by the Argentine Entity or Argentine Individual, (ii) if the buyer is not an Argentine Entity or an Argentine Individual, the tax has to be paid by the seller or transferor directly (through an international wire transfer or through its legal representative in Argentina, if any). There are specific rules if the non-Argentine resident is a resident in a non-cooperative jurisdiction or the funds invested proceed from a non-cooperative jurisdiction as defined in the Income Tax Law. Argentine Income Tax Law defines “Non-Cooperative Jurisdictions” as those countries or jurisdictions that: (i) do not have in force with Argentina a tax information exchange agreement; (ii) do not have in force with Argentina a double taxation treaty with a broad information exchange clause or (iii) having such an agreement or treaty in force, do not effectively comply with the exchange of information. The Regulatory Decree of the Income Tax Law provides a closed list of the jurisdictions deemed to be “non-cooperative” for tax purposes. If the Non-Argentine Resident is resident in a non-cooperative jurisdiction, or if the funds originate from a non-cooperative country, the applicable tax rate will be 35% on the net capital gain, or an effective rate of 31.5% on the gross sale price.
Argentine Income Tax Law sets forth that the Tax on Indirect Sales does not apply to transfers made within the same economic group. Pursuant to the Regulatory Decree of the Argentine Income Tax Law, transfers within the same economic group would take place when the seller or sellers participate or participates, directly or indirectly, in at least 80% of the transferee’s capital, or vice versa, or when one or more entities participate, directly or indirectly, in at least 80% of the transferor’s and transferee’s capital, and such participations have been held for at least two years prior to the transfer.
The payment of the In-Kind Consideration under the Rizobacter Call Option may be subject to taxation in Argentina.
Any gain resulting from the delivery of our ordinary shares to grantors in connection with the payment of the In-Kind Consideration under the Rizobacter Call Option may be subject to the Tax on Indirect Sales at our level if all the conditions described above in section “The disposition or sale of our ordinary shares may be subject to taxation in Argentina” are verified. If applicable, the Tax on Indirect Sales would be, at our option, either on: (i) the net gain resulting from the difference between our ordinary shares’ tax basis (acquisition cost, equal to the redemption price of such shares) and the value received by us in connection with the payment of the In-Kind Consideration at a 15% tax rate, or (ii) on the value received by us in connection with the payment of the In-Kind Consideration at a 13.5% tax rate. Any resulting Tax on Indirect Sales would be calculated on the proportion of the value that the Argentine assets represent with respect to the total value of our ordinary shares delivered and should be paid to the Argentine tax authorities by our legal representative in Argentina.
Argentine exchange controls and restrictions limit access to the FX Market to make payments and distributions from our Argentine subsidiaries and receive the proceeds of any sale of our assets in Argentina.
In the past, the Argentine government has imposed exchange controls and transfer restrictions, substantially limiting the ability of legal entities and individuals to obtain foreign currency or make certain payments or distributions out of Argentina. See “—Item 10. Additional Information—D. Exchange Controls.”
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In response to the reinstatement of the foreign exchange restrictions, an unofficial U.S. dollar trading market developed in which the Peso-U.S. dollar exchange rate differs substantially from the official Peso-U.S. dollar exchange rate, and the use of blue-chip swaps, which, are more expensive than acquiring foreign currency through FX Market at the official exchange rate, expanded. Exchange controls have generally affected the level of international reserves deposited with the Argentine Central Bank. See “—Our business, results of operations and financial condition may be adversely affected by fluctuations in currency exchange rates relative to the U.S. dollar in the countries in which we operate.”
Nonetheless, since the inauguration of Javier Milei’s government, access to the FX Market has been broadened, with expectations for further liberalization. The measures implemented to the date of this annual report reflect the administration’s commitment to ease currency controls and enhance market fluidity, which has had and is anticipated to continue having a positive impact on the business environment by facilitating foreign currency transactions and reducing associated regulatory burdens.
Among the said measures, for example, the Milei administration has been gradually easing the extensive regulatory framework that ruled the access to foreign Exchange since it took office in December 2023. In this sense, in April 2025, the BCRA partially liberalized the foreign exchange market with some measures, including, but not limited to, restrictions for individuals to operate in the foreign exchange market have been eliminated, payment terms for foreign trade transactions have been eased, and paying profits and dividends to foreign shareholders will be allowed starting with financial statements for fiscal years beginning on or after January 1, 2025.
Effective January 1, 2026, the exchange rate band regime was adjusted so that the monthly crawl rate of the band floor and ceiling is based on the latest monthly inflation data reported by INDEC (with a two-month lag), replacing the initial fixed rate of 1% per month. The exchange rate has continued to move within the widening band, with the BCRA purchasing approximately US$13.3 billion in the FX market during the first seven months of 2026, exceeding the US$10 billion reference target set for the full year. Restrictions on portfolio investment have also been relaxed, and foreign companies have distributed more than US$3.3 billion in dividends in 2026, the first time such distributions have occurred in six years. However, certain restrictions on access to the FX Market for legal entities remain in place as of the date of this annual report, including limitations on dividend distributions corresponding to earnings accrued prior to fiscal years beginning on January 1, 2025, and on repayment of certain commercial debts predating 2023. The BCRA has indicated that further easing of these restrictions may occur as progress is observed in strengthening the balance in the foreign exchange market and in the Treasury’s smooth access to external markets. In addition, in August 2026, Emergency Decree (DNU) No. 736/2026, published in the Official Gazette on August 14, 2026, amended Article 23 of Decree No. 905/2002, allowing financial entities to extend foreign currency loans to legal entities that do not have income from foreign trade activities, subject to prudential regulations to be issued by the BCRA, thereby broadening access to dollar-denominated credit in the Argentine financial system. As an Emergency Decree, this measure is subject to the congressional control procedure established by Law No. 26,122.
However, all these measures could also lead to political and social tensions and undermine the Argentine government’s public finances, as has occurred in the past, which could adversely affect Argentina’s economy and prospects for economic growth and could adversely affect our business and results of operations.
In addition, we may be impaired from receiving payments and transfers from our Argentine subsidiaries or such payments and transfers could be subject to substantial additional costs which, in either case, could adversely affect our business and results of operations.
Foreign exchange restrictions have reinstated the mandatory repatriation of export receivables.
Since September 2, 2019, the Argentine government has reinstated the mandatory repatriation into Argentina and the conversion into Pesos through the FX Market of the proceeds from the collections of foreign currency outside of Argentina by Argentine residents in connection with exports of goods within certain specific dates. See “—Item 10. Additional Information—D. Exchange Controls.”
Regardless of the applicable maximum terms described above, upon collection of the export receivables, the proceeds thereof are subject to the mandatory repatriation within the twenty consecutive days computed from the date of payment or collection.
In addition, the Argentine government also reinstated the mandatory repatriation into Argentina and the conversion into Pesos through the FX Market of the receivables for export of services within twenty consecutive days computed from the date they are received.
The reinstatement of the repatriation of export of goods and services receivables and the additional restrictions imposed on the access to the FX Market could have a material adverse effect on our business, results of operations and financial condition.
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Changes in Argentine tax laws may adversely affect the results of our operations, financial condition and cash flows.
On December 29, 2017, the Argentine government enacted the Law No. 27,430, resulting in a major tax reform of the Argentine tax system. One of such reforms was the reduction of the corporate income tax rate from 35% to 30% for fiscal years beginning on or after January 1, 2018, and 25% for fiscal years beginning on or after January 1, 2020. Additionally, the distribution of dividends was subject to income tax withholding at a 7% tax rate if the distributed profits derive from the fiscal years beginning on or after January 1, 2018, or a 13% tax rate if the distributed profits derive from fiscal years beginning on or after January 1, 2020.
However, on December 23, 2019, Law 27,541 suspended the reduction of the corporate tax rate for Argentine Entities to 25% (with dividends being taxed at 13%) and maintained the 30% rate (with dividends being taxed at 7%) until fiscal years initiated on January 1, 2021. Consequently, the effectiveness of the 25% and 13% tax rates was delayed until tax years commencing after January 1, 2021.
Finally, on June 16, 2021, the Argentine Government enacted Law No. 27,630 which amended the Argentine Income Tax Law and replaced the 30% fixed rate paid by Argentine companies on their corporate income with a progressive rate ranging from 25% to 35%, depending on the net income of each year.
The applicable rate over dividends paid to shareholders, whether they are individuals or undivided estates residing in Argentina or non-Argentine residents, continues to be 7% in all cases, regardless of the tax rate paid by the company at the corporate level.
Therefore, as of fiscal year 2021, Argentine entities are subject to a progressive rate ranging from 25% to 35%, depending on the net income of each year. Moreover, dividends distributions to the shareholders mentioned in the paragraph above are subject to a 7% withholding rate.
Argentine companies are required to pay the personal assets tax corresponding to Argentine resident individuals, foreign individuals and foreign entities for holding equity interests in such companies as of December 31 of each year. The applicable tax rate until 2018 was 0.25% and the tax is levied on the equity stated in the latest financial statements.
Under the Law 27,541, the tax rate applicable to shares or participations in the capital of companies governed by the Argentine General Companies Act was increased from 0.25% to 0.50% of the pro-rata equity value.
On July 8, 2024, Law 27,743 introduced certain amendments to the Personal Assets Tax applicable as of fiscal year 2023. However, while those amendments did not change the general 0.50% substitute-tax rate applicable to shares and participations in the capital of Argentine companies held by Non-Argentine Residents, article 65 of Law No. 27,743 introduced a reduced rate for qualifying substitute taxpayers classified as Micro, Small and Medium-Sized Enterprises that were compliant with their tax obligations for fiscal years 2020, 2021 and 2022, applicable for fiscal years 2023, 2024 and 2025.
Hence, currently, Non-Argentine residents are subject to Argentine personal assets tax for holding shares and other equity participations in Argentine companies as of December 31 of each year at a rate of 0.50%, which is levied on the proportional net worth value (valor patrimonial proporcional) of the shares arising from the last balance sheet. Argentine companies are obliged to pay the tax on behalf of their Non-Argentine resident shareholders, partners or owners and are entitled to seek reimbursement from them.
In January 2026, Law No. 27,799 was published, introducing significant amendments to the Tax Criminal Regime and certain tax procedure rules, including substantially increasing the monetary thresholds applicable to tax offenses and penalties.
In September 2026, ARCA issued General Resolution No. 5,903, which replaced the existing regulations on international transactions and transfer pricing and updated the applicable reporting and documentation requirements.
We cannot assure that the Argentine government or any of its political divisions will not adopt additional changes and reforms in tax matters, nor that these reforms and those that may be adopted in the future will not adversely affect our business, results of operations or financial condition; or our Non-Argentine Residents affiliates or subsidiaries in connection with their holding of shares and equity in Argentine companies.
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Risks Related to Our Ordinary Shares
We may be delisted from the Nasdaq Capital Market because our ordinary shares have been trading at less than $1.00 per share.
Companies listed on Nasdaq are subject to delisting for, among other things, failure to maintain a minimum closing bid price of $1.00 per share for 30 consecutive business days, pursuant to Nasdaq Listing Rule 5550(a)(2).
On March 16, 2026, the Company received a deficiency letter (the “Nasdaq Deficiency Letter”) from Nasdaq indicating that the closing bid price of the Company’s ordinary shares had been below the minimum $1.00 per share requirement for the last 30 consecutive business days, as set forth in Nasdaq Listing Rule 5550(a)(2). In accordance with Nasdaq Listing Rules, the Company was provided 180 calendar days, or until September 14, 2026, to regain compliance. The Company did not regain compliance with the minimum bid price requirement by September 14, 2026. On September 15, 2026, Nasdaq notified the Company that it had approved the Company’s application to transfer its securities from the Nasdaq Global Select Market to The Nasdaq Capital Market, effective September 18, 2026. As a result of the transfer, the Company has been granted an additional 180 calendar day period, or until March 15, 2027, to regain compliance with the minimum bid price requirement. If, at any time during this additional compliance period, the closing bid price of the Company’s ordinary shares is at least $1.00 per share for a minimum of 10 consecutive business days, Nasdaq will provide written confirmation of compliance and the matter will be closed. We may determine that a reverse stock split is necessary or advisable to seek to regain compliance with the minimum bid price requirement. A reverse stock split may not result in a sustained increase in the market price of our ordinary shares, and there can be no assurance that implementing a reverse stock split would enable us to regain or maintain compliance with Nasdaq’s listing requirements. If the Company chooses to implement a reverse stock split to regain compliance, it must complete the split no later than ten business days prior to March 15, 2027.
We cannot assure you that we will be able to regain compliance with the minimum closing bid price requirement by March 15, 2027, or maintain compliance with other requirements for continued listing on The Nasdaq Capital Market in the future. If the Company cannot demonstrate compliance by March 15, 2027, or does not comply with the terms of the extension, Nasdaq will provide written notification that the Company’s securities will be delisted, at which time the Company may appeal Nasdaq’s determination to a hearings panel.
Further, if our ordinary shares are delisted from Nasdaq, our securities would likely trade in the over-the-counter market. A delisting could adversely affect the liquidity and market price of our ordinary shares, reduce the number of investors willing or able to hold or acquire our ordinary shares, including institutional investors whose investment policies or mandates restrict holdings to exchange-listed securities, limit our ability to access the public capital markets, and make it more difficult for shareholders to sell our ordinary shares because smaller quantities of shares would likely be bought and sold, transactions could be delayed, and security analysts’ coverage of us may be reduced. In addition, in the event our ordinary shares are delisted, broker-dealers have certain regulatory burdens imposed upon them, which may discourage broker-dealers from effecting transactions in our ordinary shares, further limiting the liquidity of our ordinary shares. These factors could result in lower prices and larger spreads in the bid and ask prices for our ordinary shares. Any actual or anticipated delisting from Nasdaq and continued or further declines in our share price could also adversely affect our ability to raise additional necessary capital through equity or debt financing and could significantly increase the ownership dilution to shareholders caused by our issuing equity in financing or other transactions.
There can be no assurance that we will be able to comply with the continued listing standards of the Nasdaq Capital Market.
Our ordinary shares are currently listed on Nasdaq. In addition to Nasdaq’s minimum bid price requirement, our continued listing on The Nasdaq Capital Market is subject to compliance with the quantitative and qualitative continued listing standards set forth in Nasdaq Listing Rule 5550, including requirements relating to the market value of publicly held shares, the amount of “public float” (equity held by non-affiliates), the number of registered and active market makers and, in the alternative, minimum shareholders’ equity, market value of listed securities or net income. We cannot assure you that we will continue to satisfy all applicable Nasdaq listing requirements.
If Nasdaq delists our ordinary shares from trading on its exchange for failure to meet the listing standards, our shareholders could face significant material adverse consequences including:
| ● | a limited availability of market quotations for our ordinary shares; |
| ● | reduced liquidity and inability to sell our ordinary shares; |
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| ● | a determination that our ordinary shares are a “penny stock” which will require brokers trading in our ordinary shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our ordinary shares; |
| ● | a limited amount of news and analyst coverage; and |
| ● | a decreased ability to issue additional ordinary shares or obtain additional financing in the future. |
The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Because our ordinary shares are listed on Nasdaq or another national securities exchange, they are covered securities. If our securities were no longer listed on Nasdaq, they would not be covered securities, and we would be subject to regulation in each state in which we offer securities.
Sales of a substantial number of our ordinary shares in the public market by our shareholders could adversely affect the market price of our ordinary shares.
Sales of a substantial number of our ordinary shares in the public market by our shareholders, or the perception that those sales might occur, could depress the market price of our ordinary shares and could impair our ability to raise capital through the sale of additional equity securities. We are unable to predict the effect that such sales may have on the prevailing market price of our ordinary shares.
The acceleration of the Secured Notes, the related litigation and any settlement or restructuring thereof could result in substantial dilution to our shareholders.
On August 5, 2022, we issued Convertible Secured Guaranteed Notes that, as amended, have a maturity date of August 31, 2027 and provide holders with the right to convert the outstanding balance into our ordinary shares at a conversion price of $6.00 per share, subject to certain adjustment mechanisms. The original terms of the Convertible Secured Guaranteed Notes contemplated the possibility of conversion and, accordingly, the issuance of additional ordinary shares. However, the circumstances surrounding such notes have materially changed. As described elsewhere in this annual report, following alleged events of default, the Secured Notes were accelerated, the noteholders initiated legal proceedings seeking payment in full of the outstanding obligations and enforcement of the related collateral, and certain collateral assets were subsequently foreclosed. The related litigation remains ongoing, and its ultimate outcome is uncertain.
In connection with any settlement, judgment, restructuring, refinancing, exchange transaction, recapitalization or other resolution of the Secured Notes and related claims, we may determine, or be required, to issue ordinary shares or other equity-linked securities, including convertible instruments, warrants, preferred shares or similar securities. Such issuances could occur pursuant to negotiated settlements with the noteholders, court-approved arrangements, debt-for-equity exchanges, capital raising transactions undertaken to satisfy related obligations, or other strategic financing alternatives.
Any such transaction could result in the issuance of a substantial number of additional ordinary shares, either immediately or in the future upon conversion, exchange or exercise of equity-linked instruments. As a result, existing shareholders could experience significant dilution of their ownership interests and voting power. Furthermore, the actual or anticipated issuance of additional equity securities in connection with the resolution of the Secured Notes or other indebtedness could adversely affect the market price of our ordinary shares and the value of existing shareholders’ investments.
We are not a “controlled company” for purposes of the Nasdaq rules. Accordingly, we are required to comply with the corporate governance requirements of the Nasdaq rules unless an exemption applies.
We are not a “controlled company” under Nasdaq rules, as no shareholder currently owns more than 50% of our outstanding shares. Accordingly, we are required to comply with Nasdaq’s corporate governance requirements unless an exemption applies.
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Under Nasdaq rules, non-controlled companies are required to have a majority of independent directors on their board and to establish nominating and compensation committees comprised entirely of independent directors. However, as a foreign private issuer, we rely on the home country practices exemption provided under Nasdaq rule 5615. In this regard, we rely on practices in our home country which do not require us to have a majority of our board of directors to be independent, our nominating and governance committee may include shareholder representatives, and we are not required to hold regular executive sessions attended solely by independent directors. Failure to comply with applicable Nasdaq requirements or the conditions of any exemption we rely upon, could result in our shares being delisted which, would likely have a material adverse effect on the liquidity and trading market for our shares.
The price of our ordinary shares may fluctuate, and you may not be able to resell our ordinary shares at or above the price you paid.
Fluctuations in the price of our ordinary shares could contribute to the loss of all or part of your investment. If an active market for our ordinary shares develops and continues, the trading price of our ordinary shares could be volatile and subject to wide fluctuations in response to various factors, some of which are beyond our control. Any of the factors listed below could have a material adverse effect on your investment in our ordinary shares and our ordinary shares may trade at prices significantly below the price you paid for them. In such circumstances, the trading price of our ordinary shares may not recover and may experience a further decline.
Factors affecting the trading price of our ordinary shares may include, among others:
| ● | actual or anticipated fluctuations in our interim financial results or the interim financial results of companies perceived to be similar to us; |
| ● | our public float relative to the total number of ordinary shares that are issued and outstanding; |
| ● | announcements of technological innovations, new products or services or new commercial relationships by us or our competitors; |
| ● | disruption to our operations; |
| ● | announcements concerning our competitors or the pest management industry in general; |
| ● | our entry into, modification of or termination of key license, research and development or collaborative agreements; |
| ● | changes in the market’s expectations about our operating results; |
| ● | the public’s reaction to our press releases, our other public announcements and our filings with the SEC; |
| ● | speculation in the press or in the investment community; |
| ● | success of competitors; |
| ● | the operating results failing to meet the expectation of securities analysts or investors in a particular period; |
| ● | changes in financial estimates and recommendations by securities analysts concerning our ordinary shares or the market in general; |
| ● | operating and stock price performance of other companies that investors deem comparable to us; |
| ● | our ability to market new and enhanced products on a timely basis; |
| ● | changes in laws and regulations affecting our business; |
| ● | commencement of, or involvement in, litigation involving us; |
| ● | changes in our capital structure, such as future issuances of ordinary shares or the incurrence of additional debt; |
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| ● | the volume of our ordinary shares available for public sale; |
| ● | any major change in our board of directors or management; |
| ● | sales of substantial amounts of our ordinary shares by our directors, officers or significant shareholders or the perception that such sales could occur; and |
| ● | general economic and political conditions such as recessions, interest rates, fuel prices, international currency fluctuations and acts of war or terrorism. |
Broad market and industry factors may materially harm the market price of our ordinary shares irrespective of our operating performance. The stock market in general and Nasdaq have experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the particular companies affected. The trading prices and valuations of these stocks, and of our ordinary shares, may not be predictable. A loss of investor confidence in the market for the stocks of other companies which investors perceive to be similar to us could depress our share price regardless of our business, prospects, financial conditions or results of operations. A decline in the market price of our ordinary shares also could adversely affect our ability to issue additional ordinary shares and our ability to obtain additional financing in the future.
In the past, securities class action litigation has often been initiated against companies following periods of volatility in their stock price. This type of litigation could result in substantial costs and divert our management’s attention and resources and could also require us to make substantial payments to satisfy judgments or to settle litigation.
The absence of securities analyst coverage of our ordinary shares could adversely affect their market price, trading volume and liquidity.
The trading market for our ordinary shares may be influenced by the research and reports that industry or securities analysts publish about us, our business, our market or our competitors. During the year ended June 30, 2026, the securities analysts that previously covered us discontinued coverage, and, as of the date of this annual report, we do not have securities analyst coverage.
The absence of analyst coverage may reduce our visibility in the financial markets and limit investor awareness of our business, which could adversely affect the market price, trading volume and liquidity of our ordinary shares. We cannot assure you that securities analysts will initiate coverage of us in the future. Even if analyst coverage is initiated, such coverage may subsequently be discontinued, analysts may fail to regularly publish reports about us, or they may publish research or recommendations that are unfavorable regarding us or our business, any of which could adversely affect the market price, trading volume or liquidity of our ordinary shares.
We are incorporated under the laws of the Cayman Islands. Accordingly, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. Federal courts may be limited.
We are an exempted company incorporated under the laws of the Cayman Islands and a majority of our officers and directors are residents of jurisdictions outside the United States. As a result, it may be difficult for investors to effect service of process within the United States upon our directors or executive officers, or enforce judgments obtained in the United States courts against our directors or officers.
Our corporate affairs are governed by our amended and restated memorandum and articles of association (the “Articles”), the Cayman Islands Companies Act (As Revised) (as the same may be supplemented or amended from time to time) or the common law of the Cayman Islands. We are also subject to the federal securities laws of the United States. The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary responsibilities of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, the decisions of whose courts are of persuasive authority, but are not binding on a court in the Cayman Islands. The rights of our shareholders and the fiduciary responsibilities of our directors under Cayman Islands law are different from statutes or judicial precedent in some jurisdictions in the United States, and certain states, such as Delaware, may have more fully developed and judicially interpreted bodies of corporate law. In particular, the Cayman Islands has a different body of securities laws as compared to the United States. In addition, Cayman Islands companies may not have standing to initiate a shareholders derivative action in a Federal court of the United States.
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We have been advised by Maples and Calder (Cayman) LLP, our Cayman Islands legal counsel that the courts of the Cayman Islands are unlikely (i) to recognize or enforce against us judgments of courts of the United States predicated upon the civil liability provisions of the federal securities laws of the United States or any state; and (ii) in original actions brought in the Cayman Islands, to impose liabilities against us predicated upon the civil liability provisions of the federal securities laws of the United States or any state, so far as the liabilities imposed by those provisions are penal in nature. In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, and or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.
As a result of all of the above, public shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or controlling shareholders than they would as public shareholders of a United States company.
As a foreign private issuer, we are exempt from certain disclosure requirements under the Exchange Act, which may afford less protection to our shareholders than they would enjoy if we were a domestic U.S. company.
As a foreign private issuer, we are exempt from, among other things, the rules prescribing the furnishing and content of proxy statements under the Exchange Act. In addition, our executive officers, directors and principal shareholders are exempt from the reporting and short swing profit recovery provisions contained in Section 16 of the Exchange Act. We are also not required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as domestic U.S. companies with securities registered under the Exchange Act. As a result, our shareholders may be afforded less protection than they would under the Exchange Act rules applicable to domestic U.S. companies.
Historically, we have not paid any dividends.
We have not paid any cash dividends on our ordinary shares to date. The payment of cash dividends on our ordinary shares in the future will be dependent upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors that our board of directors and shareholders may deem relevant. Our board of directors does not anticipate declaring any dividends on our ordinary shares in the foreseeable future. As a result, any gain you will realize on our ordinary shares will result solely from the appreciation of such shares.
We may issue additional securities in the future, which may result in dilution to our shareholders.
We are not restricted from issuing additional ordinary shares or securities convertible into or exchangeable for ordinary shares. Because we may need to raise additional capital in the future to operate and/or expand our business, we may conduct additional equity offerings. To the extent our outstanding options are exercised, or we conduct additional equity offerings, additional ordinary shares will be issued, which may result in dilution to our shareholders. Sales of a substantial number of our ordinary shares in the public market could adversely affect the market price of our ordinary shares.
ITEM 4.INFORMATION ON THE COMPANY
A.History and Development of the Company
General Overview
We develop and commercialize productivity solutions designed to improve crop performance and support more sustainable agricultural practices. We have a broad biotech platform with high-impact, licensed and patented technologies for seeds and microbial ag-inputs, as well as biological and next generation conventional crop nutrition and protection solutions.
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As of June 30, 2026, we owned or licensed more than 1,250 brands and more than 600 registered products and, either exclusively or non-exclusively, over 180 patents and patent applications. Our product portfolio includes (i) biological crop nutrition products such as seed inoculants, biofertilizers or biostimulants, (ii) a full range of biocontrol products including bionematicides, biofungicides and bioinsecticides, (iii) next generation crop nutrition and crop protection products such as microbeaded fertilizers and adjuvants, and (iv) seed germplasm, GMO and non-GMO traits and ready-to-use seed pack solutions.
We are a global company, and our agricultural inputs are marketed across more than 45 countries, primarily in South America, the United States and Europe. For the year ended June 30, 2026, and from continuing operations, our revenues from contracts with customers and initial recognition and changes in the fair value of biological assets at the point of harvest was US$238.3 million, our operating loss was US$23.4 million, our net loss from continuing operations was US$82.4 million and Adjusted EBITDA US$25.5 million. For the year ended June 30, 2025, and from continuing operations, our revenues from contracts with customers and initial recognition and changes in the fair value of biological assets at the point of harvest was US$289.4 million, our operating profit was US$6.6 million, our net loss from continuing operations was US$49.1 million and Adjusted EBITDA US$28.9 million. Adjusted EBITDA is a non-IFRS financial measure. See “Item 5. Operating and Financial Review and Prospects—A. Operating Results—Non-IFRS Financial Measures” and “Item 3. Key Information—D. Risk Factors—Risks Related to Our Business” for information regarding our use of Adjusted EBITDA and a reconciliation of net profit to Adjusted EBITDA.
We sell our products through our international subsidiaries and a sales and marketing team consisting of 148 individuals. We enjoy exceptional access to the end-users (farmers) as a result of our strategic alliances and partnerships with global agriculture leaders and our joint ventures and our longstanding relationships with more than 1,600 dealers and distributors. Our customers include global blue-chip companies and industry leaders, large distributors, co-ops and dealers, as well as large farmers and individual growers.
Our History
Bioceres Crop Solutions Corp is a Cayman Islands exempted company incorporated on November 14, 2017.
Our principal executive offices are located at Ocampo 210 bis, Predio CCT, Rosario, Province of Santa Fe, Argentina. Our telephone number at that address is +54 341 486-1100. The address of our registered office in the Cayman Islands is P.O. Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. Our agent for service of process in the United States is Cogency Global Inc., located at 122 E. 42nd Street, 18th Floor, New York, NY 100168. Our website is www.biocerescrops.com and the SEC also maintains a website at http://www.sec.gov which contains reports and other information regarding registrants that file electronically with the SEC. The information on our website is not incorporated by reference into this annual report.
We have developed our business by establishing joint ventures and collaborations, in addition to implementing an acquisitive growth strategy. Our joint ventures with industry leaders, such as Florimond Desprez and De Sangosse, and non-joint venture collaborations with companies such as Syngenta, have allowed us to bring our products to market in an efficient and cost-effective manner. In addition, we have acquired and created multiple companies. For more details, see “Item 4. Information on the Company—B. Business Overview— Joint Ventures and Key Collaborations” and “Item 4. Information on the Company—A. History and Development of the Company—Significant Transactions.”
The timeline below illustrates the establishment of key joint ventures and our main acquisitions, which are discussed below.
Bioceres S.A. was founded in 2001 by a group of farmers and agronomists in Argentina that partnered to address the demand for higher crop productivity in a sustainable and environmentally conscious way.
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In October 2016, we acquired a controlling stake in Rizobacter S.A., a global leader in biological products and a pioneer in liquid inoculants, high-tech adjuvants, and specialty fertilizers, with more than 46 years history of excellence.
On March 14, 2019, Union Acquisition Corp. (“Union” or “UAC”) completed a business combination pursuant to a share exchange agreement, dated as of November 8, 2018 (as amended, the “Exchange Agreement”), by and among UAC and Bioceres, Inc., a company incorporated under the laws of Delaware, which converted into Bioceres LLC on February 28, 2019. Upon the consummation of the business combination, Union changed its name to Bioceres Crop Solutions Corp, and our ordinary shares and public warrants started trading on the NYSE American with the ticker BIOX.
On July 27, 2020, we successfully and cost-effectively removed all 24.2 million outstanding warrants from our capital structure, with 90% of holders electing to tender their warrants and 99% of these holders choosing to receive our shares in exchange. Following completion of the offer to exchange, we implemented the amendment to the existing warrant agreement and redeemed the remaining warrants, thereby retiring all our warrants.
On November 12, 2020, we acquired from Arcadia Biosciences the remaining ownership interest in Verdeca LLC, aiming to accelerate the breeding and the go-to market strategies. As part of this transaction, we gained full access and control of Verdeca’s soybean library of genome modified materials used to develop new quality and productivity, as well as exclusive rights to all Arcadia technologies that are applicable to soybean. In addition, through this transaction, we obtained rights to Arcadia’s quality wheat traits and the related Good Wheat™ brand for Latin America and other GLA non-core assets.
On April 26, 2021, we voluntarily transferred our stock exchange listing from the NYSE American to The Nasdaq Global Select Market, in order to raise our visibility as an ag-tech company focused on sustainable solutions.
On July 12, 2022, we announced the closing of the Pro Farm Merger in which Pro Farm merged into us pursuant to the Merger Agreement. Pro Farm is a leading pure-play company in the agricultural biologicals space, with a track record of revenue growth and margin expansion. The Pro Farm Merger combined our expertise in bionutrition and seed care products with Pro Farm’s expertise in developing biological crop protection and plant health solutions, creating a global leader in the development and commercialization of sustainable agricultural solutions.
On September 12, 2022, we entered into a ten-year agreement with Syngenta Crop Protection AG, under which Syngenta became the exclusive global distributor of certain of our biological seed care solutions, including our nitrogen-fixing inoculants and other seed and soil treatment products.
On January 5, 2025, we appointed a new Chief Financial Officer, and later in the fiscal year we implemented additional changes to our leadership team and Board composition, including the departure of our Chief Commercial Officer, as we realigned our organization to support our financial and commercial priorities.
On January 20, 2026, the Pro Farm Foreclosure was conducted with respect to the Pro Farm collateral assets. The bid submitted by an affiliate of the holders of the Secured Notes was US$15 million, less US$1.4 million of court-awarded expenses, against a carrying value of the net assets subject to foreclosure of approximately US$194.9 million, resulting in an impairment loss of US$181.3 million recognized under IFRS 5. As of the date of this annual report, we are evaluating the circumstances of the foreclosure process and considering available legal remedies. Please see “Item 3. Key Information—D. Risk Factors—Risks Related to our Business and Strategy—The ongoing litigation with the holders of our Secured Notes could materially adversely affect our business, financial condition and results of operations.” and “Item 8. Financial Information—A. Consolidated Statements and other Financial Information—Legal Proceedings—Noteholder litigation in connection with the Secured Notes.”
On September 18, 2026, our securities were transferred to The Nasdaq Capital Market due to non-compliance with the Nasdaq Listing Rule 5550(a)(2). Please see “Item 3. Key Information—D. Risk Factors— Risks Related to Our Ordinary Shares—We may be delisted from the Nasdaq Capital Market because our ordinary shares have been trading at less than $1.00 per share.”
Since our founding, we have developed a fully integrated biotechnology platform that sources, validates, develops and commercializes agricultural productivity technologies that support more sustainable farming practices across a wide range of crops and geographies.
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Competitive Strengths
Our diversified platform generates revenues through multiple technologies, customers, distribution channels and end-markets. Our key competitive strengths include:
Pioneering high impact technology platform with strong IP
Our greatest competitive strength lies in the uniqueness and innovative nature of our portfolio of technologies, designed to address the large market opportunity that stems from grower’s need for more effective solutions to improve crop productivity, protect yield potential, manage agronomic risks and optimize input use across diverse production conditions.
We are pioneers in the agriculture biotechnology industry as the first and only company in the world to develop a drought-tolerant technology for soybean and wheat cropping systems. We are also the first non-governmental Latin America-based entity with an approved biotech event in a major global crop.
We are leaders in the development and commercialization of high impact, products that support regenerative agriculture, one of the most dynamic segments of agriculture, with a broad and innovative portfolio and pipeline for biologicals.
Protecting our technologies and products under intellectual property rights allows us to offer the agricultural value chain unique and highly differentiated products and technologies, improving our competitiveness in the market. We have over 1,250 trademarks and over 195 trademarks applications globally.
Strong R&D engine
Our R&D organization, together with our subsidiaries and strategic collaborators, continues to drive innovation across biological and sustainable agricultural technologies. As of June 30, 2026, our development portfolio comprised 23 active projects spanning crop protection, seed technologies, biological inputs, adjuvants, biostimulants and formulation platforms.
Our innovation strategy is focused on developing differentiated technologies that improve agricultural productivity while supporting more sustainable farming practices. Through internal research efforts, collaborations with scientific institutions, and partnerships across the agricultural value chain, we continue expanding our technology platforms and advancing products designed to address evolving grower needs.
During the year ended June 30, 2026, we continued strengthening our adjuvant technology platform through the development of next-generation functional adjuvants. These efforts included advancements in adjuvant technologies intended to enhance herbicide and fungicide performance while maintaining crop safety and supporting application efficacy under diverse environmental conditions.
We also continued advancing seed treatment technologies through the development of formulation platforms designed to integrate conventional chemical seed treatment solutions with biological-based technologies. These activities are intended to support the future development of hybrid seed treatment products capable of combining established protection standards with biological tools aimed at improving nutrient utilization, plant vigor and overall crop establishment.
Within our biological crop protection portfolio, we further progressed the development of microbial-based technologies, including our Trichoderma-based biofungicide platform. Research efforts focused on broadening the potential applicability of these technologies across different crops and production systems while evaluating alternative application approaches intended to maximize agronomic performance.
In parallel, we continued investing in formulation science and technology platforms that support the development of biological and hybrid agricultural solutions. These capabilities are intended to accelerate product development, expand commercial opportunities and strengthen our long-term innovation pipeline.
Through these initiatives, we remain committed to delivering differentiated agricultural technologies that combine scientific innovation, sustainability and productivity, supporting long-term value creation for growers, customers and stakeholders.
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Capital-Efficient, Technology Development Model
Development and regulatory approval for our products and technologies requires a highly evolved and complicated process that can take more than a decade. Furthermore, capital allocation requirements can be onerous due to the expensive discovery activities usually associated with life sciences research and strict requirements for regulatory approvals.
We believe that we have built a highly competitive and capital-efficient independent platform for the development of biological and biotechnology-based products and technologies. Over time, we have developed our own technology sourcing channels to identify, evaluate, and integrate innovative solutions from a wide network of research institutions, start-ups, and companies across Argentina, Brazil, the United States, and other key markets.
While maintaining a close collaborative relationship with the local innovation ecosystem, our dedicated R&D and business development teams have established direct partnerships and scouting initiatives with external scientific institutions, entrepreneurs, and corporate partners. This approach enables us to continuously access and validate new technologies through an efficient, open, and globally connected innovation framework.
As of June 2026, our ecosystem had 6 collaborations and joint initiatives with various players on a global scale. Our collaboration network includes projects with both public institutions at national and international levels as well as with other companies in the private sector.
Established Commercial Relationships and Distribution Network
We have a well-established high quality brand perception among customers, that positions us as a key reference for farmers. This reputation was built over our history of more than 45 years. We also have unique access to producer/end users through our historical shareholder base. Some of our original investors and founders include leading farm operators, processors, distributors and other commercial participants in the Latin American agricultural sector, as well as founding members of Argentine Association of Producers in Direct Seeding (Asociación Argentina de Productores en Siembra Directa) and leading members of Argentine Association of Regional Consortia of Agricultural Experimentation (Asociación Argentina de Consorcios Regionales de Experimentación Agrícola) – early adopters and leaders in the sustainable agriculture movement. These relationships not only allow us to quickly bring our products to market and integrate our technologies into the broad market by creating a proprietary distribution and commercialization channel, but also provide us with a highly desired early-stage testing platform that allows us to receive direct market feedback in the testing process in order to vet and facilitate faster market penetration.
We have also become a leading choice for partnerships with global agriculture conglomerates, as evidenced by the number of development and commercial agreements. These partnerships are the result of our long-standing relationships with key distributors and major global players, which have played a key role in expanding our presence into new markets.
Significant Transactions
Pro Farm Foreclosure
On November 10, 2025, we received a declaration of acceleration from the holders of the Convertible Secured Guaranteed Notes and Non-Convertible Secured Guaranteed Notes, alleging defaults under the Convertible Note Purchase Agreement and the Non-Convertible Note Purchase Agreement. On November 11, 2025, the holders commenced a lawsuit against us and certain of our subsidiaries and affiliates that guaranteed such notes in the Supreme Court of the State of New York, County of New York, captioned Jasper Lake Ventures One LLC, et al. v. Bioceres Crop Solutions Corp., et al. (Index No. 659704/2025), seeking full repayment of the amounts allegedly due under the notes. We have disputed the alleged defaults and the validity of the acceleration.
On December 18, 2025, the Court granted the holders of the Secured Notes a preliminary injunction prohibiting the transfer or encumbrance of the relevant collateral. On January 20, 2026, a foreclosure auction was held at which the collateral pledged by Pro Farm Group, Inc. and Pro Farm Michigan Manufacturing, LLC (together, “Pro Farm”) under the Convertible Note Purchase Agreement and the Non-Convertible Note Purchase Agreement (the “Pro Farm Foreclosure”) was sold. An affiliate of the noteholders, PFG Holdings Corp., was the only bidder and submitted the winning credit bid of $15 million.
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On June 16, 2026, the Court granted the holders of the Secured Notes partial summary judgment on liability, finding that multiple events of default had occurred under the Convertible Note Purchase Agreement, the Non-Convertible Note Purchase Agreement and Secured Notes, and that both us and our relevant guarantors are jointly and severally liable. On September 18, 2026, the Court granted the noteholders’ motion for summary judgment as to damages, and on September 23, 2026, the Court entered an order awarding the noteholders a judgment in the amount of approximately $110.1 million, plus per diem and statutory interest, and attorneys’ fees and costs totaling $1.4 million. On October 2, 2026, the Clerk entered the corresponding judgment. The judgment and the orders granting judgment in favor of the noteholders are currently on appeal in the New York Appellate Division, First Department.
As of the date of this report, this dispute has resulted in two additional actions currently pending in the Supreme Court of the State of New York, County of New York, captioned Bioceres Crop Solutions Corp. v. PFG Holding Corp. (Index No. 652841/2026) and Bioceres Crop Solutions Corp. v. Jasper Lake Ventures One LLC, et al. (Index No. 654087/2026). These actions relate to our continued dispute as to the alleged defaults, the validity of the acceleration, and the commercial reasonableness of the Pro Farm Foreclosure process. We have reserved all rights and remedies in this respect. Please see “Item 3. Key Information—D. Risk Factors—Risks Related to our Business and Strategy—The ongoing litigation with the holders of our Secured Notes could materially adversely affect our business, financial condition and results of operations.” and “Item 8. Financial Information—A. Consolidated Statements and other Financial Information—Legal Proceedings—Noteholder litigation in connection with the Secured Notes.”
Due to the circumstances described above, as of June 30, 2026, the collateral assets subject to the court-mandated disposal process met the criteria under IFRS 5 for classification as non-current assets held for sale. The disposal group subject to foreclosure represents a separate major geographical area of operations and a significant component of our consolidated assets and revenues. Accordingly, it qualifies as a discontinued operation under IFRS 5.
Seed Business Restructuring
During the years ended June 30, 2026 and 2025, we implemented a major restructuring of our seed business. As part of this process, we discontinued the commercialization of HB4® wheat and soybean seeds under our own branded channel and transitioned to a licensing-based model for the HB4® trait. This strategic shift was designed to reduce fixed costs and personnel expenses, simplify operations, and broaden adoption of the HB4® technology through third-party breeding and distribution networks. The restructuring represented a fundamental change in our approach to the HB4® program, moving from direct participation in seed sales toward a trait-licensing model aligned with our core competencies in technology development. See “Item 4. Information on the Company—A. History and Development of the Company—Significant Transactions—Key Agreements—HB4 Licensing Agreements.”
Key Agreements
HB4 Licensing Agreements
As part of the transition of our seed business to a licensing-based model, we entered into new agreements with leading breeding organizations to expand adoption of the HB4® trait through third-party channels.
In February 2025, we announced a strategic agreement with Grupo Don Mario (“GDM”), a leading soybean breeder. Under this agreement, GDM obtained rights to use Verdeca’s patented platform to develop and commercialize new soybean varieties that combine superior agronomic performance with biotechnology traits, with exclusivity outside the drought-tolerant space.
In September 2025, we entered into an agreement with the Colorado Wheat Research Foundation (“CWRF”), granting CWRF exclusive rights to manage access to the HB4® trait in wheat within the United States. Under this collaboration, CWRF will oversee sublicensing of the HB4® trait to third-party breeding programs and commercial channels, as well as coordinate stakeholder engagement related to the technology. The agreement also contemplates collaboration with other industry participants for the development, registration, and commercialization of complementary herbicide formulations to be used with HB4® wheat.
Syngenta Exclusive Global Commercial Collaboration Agreement
On September 12, 2022, we entered into a 10-year agreement with Syngenta Crop Protection AG (“Syngenta”), pursuant to which Syngenta will be the exclusive global distributor of certain Rizobacter biological solutions for seed care applications (the “Global Commercial Collaboration Agreement”). Products included within the scope of the agreement are the nitrogen-fixing Rhizobia seed treatment solutions (inoculants), and other biological seed and soil treatment solutions currently in Rizobacter’s portfolio or pipeline. The products in the agreement will be sold under the trademarks owned by us or our affiliates, or any other trademark approved by us.
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We have also retained global rights for use of products included in the agreement on HB4® crops and, in the United States, Syngenta rights are non-exclusive for upstream applications.
The exclusive commercial collaboration is global, except for Argentina where both parties will continue to work under the existing framework. Implementation was staggered, commencing in January 2023 for territories in the first phase, and in January 2024 for territories in the second phase.
The agreement establishes a global joint R&D program to accelerate the development and registration of our pipeline products and new solutions for seed treatment. Funding for the R&D platform will be shared, with Syngenta contributing 70% of the investment.
In consideration for the rights granted to Syngenta under the distribution agreement and the R&D collaboration, Syngenta made an upfront payment of US$50 million to us, on October 6, 2022. Additionally, for the duration of the agreement, we will receive between 30% to 50% of the profits generated by sales conducted by Syngenta, depending on the geography and the year. The agreement sets global minimum targets for profits to be received by us during the term of the agreement. If we fail to receive the minimum profit targets set for any rolling two calendar year period, we will have the option to terminate Syngenta’s exclusivity. Syngenta may opt to retain exclusivity by compensating for the shortfall in cash or other economic consideration. Syngenta will cover all operating expenses incurred in connection with the marketing and sale in the exclusive territory. Our subsidiary Rizobacter will act as the exclusive supplier to Syngenta for products under the agreement.
On January 23, 2026, we entered into an amendment to the Global Commercial Collaboration Agreement with Syngenta, to align the contractual framework with changes in the product portfolio, market scope, and the stage of development of the collaboration, without modifying its strategic nature. The amendment primarily introduces changes related to commercial targets, distribution rights, and exclusivity provisions. In particular, it revises the scope of exclusivity by product and territory, including differentiated arrangements for certain countries and product lines, and formalizes the inclusion and removal of specific products under the agreement.
Significant Acquisitions
Pro Farm Merger
On July 12, 2022, we announced the closing of the Pro Farm Merger pursuant to which Pro Farm merged into us and became our wholly owned subsidiary. Each share of Pro Farm common stock was exchanged for our ordinary shares at a fixed exchange ratio of 0.088.
In 2019, Marrone Bio Innovations (the predecessor of Pro Farm) completed two strategic acquisitions: (i) the acquisition of Pro Farm Technologies OÜ, a Finnish entity with subsidiaries in Delaware, Brazil, Uruguay, Finland, Estonia and Russia, and (ii) the Jet-Ag and Jet-Oxide product families. Pro Farm’s business and Jet-Ag and Jet-Oxide products were integrated into Pro Farm’s operations and contributed to revenue growth and margin expansion.
As a result of the Pro Farm Merger, Pro Farm gained access to the key row crop markets of Europe and the Commonwealth of Independent States and the merger facilitated its expansion in South America, including Brazil, Uruguay and Argentina.
On January 20, 2026, the Pro Farm Foreclosure was held, and as a result, the Pro Farm operations have been classified as discontinued in our consolidated financial statements, pursuant to IFRS 5. Please see “Item 3. Key Information—D. Risk Factors—Risks Related to our Business and Strategy—The ongoing litigation with the holders of our Secured Notes could materially adversely affect our business, financial condition and results of operations.” and “Item 8. Financial Information—A. Consolidated Statements and other Financial Information—Legal Proceedings—Noteholder litigation in connection with the Secured Notes.”
Rizobacter Acquisition
On October 19, 2016, RASA Holding, our wholly owned subsidiary incorporated in Delaware, acquired 20,004,000 shares of Rizobacter, an Argentine company located in Pergamino, Province of Buenos Aires, representing 50.01% of the outstanding capital stock (the “Rizobacter Acquisition”). The total purchase price was US$57.3 million and a contingent payment of US$17.3 million which, as part of the corporate reorganization that led in March 2019 to the formation of Bioceres Crop Solutions Corp., was assumed by our former parent company, Bioceres LLC.
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On October 22, 2018, RASA Holding entered into the Rizobacter Call Option Agreement. On March 14, 2019, we exercised the Rizobacter Call Option to acquire an additional 29.99% of the capital stock of Rizobacter, thereby becoming owners of 80% of the capital stock of Rizobacter.
In March 2026, a bankruptcy was decreed in respect of Bioceres S.A., our former controlling parent, and the ultimate controlling parent of Bioceres LLC. In light of these events, we have reassessed the economic and legal substance of the contingent payment of US$17.3 million described above. Under the relevant agreements, this additional consideration becomes payable only if all of the following cumulative conditions are met: (i) final and binding judicial decisions are issued rejecting the claims brought by third parties; (ii) all related proceedings are concluded, with no pending appeals or actions; (iii) no additional claims have arisen that may affect the transferred shares; and (iv) the applicable statutory periods for the potential review of such decisions have expired.
Based on the information available as of the reporting date, we have concluded that, in the event of a judicial claim arising from Bioceres LLC’s inability to satisfy its obligations due to insolvency, it is probable that RASA Holding would be deemed responsible for the underlying obligation and, accordingly, required to assume all or a portion of the related contingent payment liability. Accordingly, RASA Holding has recognized a provision in accordance with IAS 37, measured as the best estimate of the expenditure that would be required to settle the present obligation, taking into consideration the contractual terms and the current assessment of the relevant legal and financial circumstances. Although the assumption of such obligations would, in principle, give rise to a right of reimbursement against Bioceres LLC, no reimbursement asset has been recognized, as recovery is not considered virtually certain within the meaning of IAS 37 and, in any event, is not regarded as collectible given Bioceres LLC’s financial condition.
The total provision recognized amounts to $3.5 million, which represents the present value of the estimated obligation, determined based on management’s assessment of the probability of occurrence of the triggering conditions and the expected timing of the related cash outflows. The ultimate timing and amount of any cash outflow remain uncertain and will depend on the final outcome and timing of the underlying judicial proceedings, as well as on future legal developments, including the potential for extrajudicial settlements.
See “Item 3. Key Information —D. Risk Factors—Risks Related to our Business and Strategy—Certain of the Rizobacter shares we own are subject to a judicial injunction that, if decided unfavorably to us, would require us to surrender part of our interest in Rizobacter thereby reducing our equity interest in Rizobacter” and “Item 8. Financial Information—A. Consolidated Statements and other Financial Information—Legal Proceedings—An injunction in connection with the Rizobacter Acquisition may require us to surrender part of our interest in Rizobacter.”
Verdeca Acquisition
In February 2012, we signed a joint venture agreement with Arcadia Biosciences. The resulting joint venture, Verdeca, in which we held a 50% equity interest, is engaged in the development and deregulation of soybean traits.
On November 12, 2020, we acquired from Arcadia Biosciences the remaining ownership interest in Verdeca. Please see “Item 5 Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Consideration of payment of acquisitions,” for more details.
B.Business Overview
Our Operational and Organizational Structure
Our principal executive offices are located in Rosario, Argentina. We own and operate manufacturing and distribution facilities in Pergamino, Argentina; and Londrina, Brazil. We are a light fixed asset company, with spare capacity to continue to expand internationally. See “Item 4. Information on the Company—D. Property, Plant and Equipment” for more details on our manufacturing assets and capabilities.
Our research and development facilities are in Pergamino, Argentina; we have sales offices or subsidiaries in 11 countries including: Argentina, Brazil, Bolivia, Colombia, France, Paraguay, South Africa, United States and Uruguay. See “Item 4. Information on the Company—C. Organizational Structure” for our organizational chart and list of subsidiaries, affiliates and joint ventures as of June 30, 2026.
As of June 30, 2026, we had 562 full-time employees globally. See “Item 6 Directors, Senior Management and Employees—D. Employees” for more information on number of employees by role and location.
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Our Segments and Key Products
We divide our business into the following three segments: crop protection, seed and integrated products, and crop nutrition.
The following table sets forth the key products, growth drivers, revenue and gross profit, and selected commercial partners for each of our segments. The segments are described in further detail below.
Revenue and Gross | ||||||||
Margin from | ||||||||
Continuing Operations | Selected | |||||||
Business | (Year Ended | Commercial | ||||||
Segment | | Key Products | | Growth Drivers | | June 30, 2026) | | Partners |
Crop Protection |
| Adjuvants |
| Adjuvant expansion in Brazil and Paraguay |
| US$123.7 million |
| Syngenta |
Pest control molecules | Expand installed capacity utilization, particularly in Brazil | 34% Gross Margin | Nufarm | |||||
New registration approvals | Yara | |||||||
Seed & Integrated Products |
| Seed treatment packs |
| New seed treatment packs |
| US$37.7 million |
| Florimond Desprez |
Seed traits | Commercialization of HB4 technology | 46% Gross Margin | Syngenta | |||||
Seed germplasm | TMG | |||||||
Crop Nutrition |
| Micro-bead fertilizers |
| International expansion of bionutrition sales |
| US$77.0 million |
| De Sangosse |
Inoculants | 31% Gross Margin | Syngenta | ||||||
Biofertilizers | ||||||||
Crop health products and biostimulants |
Crop Protection
Our key crop protection products include high-tech adjuvants and a full range of pest control molecules.
Adjuvants
Adjuvants are high-tech molecules used in tank mixes to facilitate the application and effectiveness of active ingredients, such as herbicides, insecticides and fungicides, leading to a better spaying performance, reduced usage rates and lower residue levels. We are currently developing functional adjuvants in partnership with other companies.
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Pest Control Molecules
Biopesticides are pesticides derived from natural materials such as plants, minerals, fungi or bacteria. We develop and market a portfolio of biopesticides capable of reducing the harm of insect pests and plant diseases during the lifecycle of crops, including biological fungicides and nematicides. These microbial pesticides are high-performance tools for growers which have the added benefit of being nontoxic to workers, end consumers and the environment, including pollinators and other beneficial organisms.
Seed and Integrated Products
The key products of this segment include seed traits, germplasm and seed treatment packs for healthier and higher yielding crops.
Seed Traits
Our seed trait efforts are primarily focused on improving crop yields by enhancing tolerance to abiotic stress factors such as drought and soil salinity. These efforts are complemented by a secondary focus on crop protection and quality traits. We access these technologies through collaborations with the original developers or by co-developing new events with our partners.
Our HB4® technology is designed to increase yields in soybean and wheat by an average of 10% to 20% under a wide range of growing seasons and environmental conditions, including sporadic drought episodes. Importantly, HB4 has not demonstrated adverse yield impacts under optimal growing conditions, which distinguishes it from certain other stress tolerance technologies. In addition, HB4 events combine drought tolerance with herbicide tolerance, thereby providing growers with improved weed management options. Through collaborative initiatives, we are also expanding the application of HB4 traits into crops outside our core business, broadening the potential commercial opportunities from the technology.
Other Traits
In soybeans, our trait pipeline includes new platforms targeting nutritional enhancements, insect tolerance, and herbicide tolerance. We believe these traits have the potential to improve productivity and broaden grower options, while supporting our long-term objective of advancing agricultural practices with a lower environmental footprint.
In wheat, beyond the HB4 technology, we are developing consumer-oriented traits such as reduced gluten content, resistant starch varieties with lower glycemic indexes, and flour with extended shelf life. We have also initiated research and development projects to generate genetically modified and genome-edited traits designed to confer resistance to major wheat diseases that limit yield potential. These initiatives are intended to diversify our wheat trait portfolio, address both grower and consumer needs, and broaden the commercial opportunities for our biotechnology platform.
Germplasms
We currently have our own soybean and wheat germplasm, managed through Verdeca and our joint venture Trigall Genetics, respectively. These platforms serve as channels for our own technologies and other technologies from third parties that complement our portfolio.
Our soybean breeding program, conducted through our subsidiary Verdeca, produces varieties that are either registered or undergoing registration in Argentina, Uruguay, Paraguay and South Africa.
Our wheat breeding program was previously managed through Trigall Genetics in collaboration with Florimond Desprez, a global wheat genetics company. As part of our new seed business strategy, the wheat conventional breeding program is being transferred to Florimond Desprez. HB4 wheat breeding programs remains under Trigall Genetics management.
For both crops, we are expanding our target markets working with partners to develop germplasm—adapted to other key regions, including the United States, Brazil, Australia, Canada, Paraguay, Uruguay, Bolivia and South Africa. These efforts are designed to strengthen our global footprint and provide broader commercialization opportunities for HB4® seed varieties.
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Seed Treatment Packs
Seed treatment packs comprise high value-added products, produced and commercialized by our subsidiary Rizobacter in partnership with Syngenta Seedcare, including our flagship soybean proprietary inoculants and biofungicides. We also offer certain customized variations for peanuts, beans and chickpeas. In addition, we are pursuing the development of next-generation biologicals, particularly for seed treatments tailored for specific germplasms, seed traits and environment combinations.
Crop Nutrition
Our main crop nutrition products include inoculants, biofertilizers, micro-beaded fertilizers and crop health products.
Inoculants
Inoculants are biological fertilizers, broadly using nitrogen-fixing bacteria, which promote growth of leguminous crops such as soybeans and alfalfa. We hold a leadership position in sales of soybean inoculants, with approximately 23% global market share as of June 30, 2026. We developed the next generation of inoculants, “Ultra High Concentrate” (“UHC”) and Extended Shelf-Life products, for professional seed treatment.
Biofertilizers
We develop and commercialize biofertilizers for foliar or seed application based on organic acids and biopolymers that are combined with nutrients in a unique organic molecular complex that allows plants to absorb various beneficial elements in a novel and effective way. Additionally, we are developing new biofertilizers, such as plant-growth promoting rhizobia bacteria, for wheat, corn, chickpeas and peas.
Micro-beaded Fertilizers
We produce and commercialize fertilizers based on formulated micro-beads. As these fertilizers can be applied next to the seed at planting, they require a lower application dose than conventional fertilizers, resulting in logistical efficiencies and environmental benefits, minimizing contamination through water runoff into lakes and streams. Approximately 20 to 30 kilograms of our microgranular fertilizers can replace 80 kilograms of a basic fertilizer, achieving similar crop productivity and quality. Currently, our production is focused on Microstar PZ, CMB, PZ Bio and CMB Bio providing nitrogen, phosphorus, sulfur and zinc to different crops by allowing immediate nutrient availability and uptake by plant seedlings. CMB Bio is the first micro-beaded fertilizer formulated with four different bacteria.
Biostimulants
These products are derived from plant extracts or microorganisms with the aim to enhance nutrition efficiency, abiotic stress tolerance and/or crop quality traits for crops. Biostimulants are substances, microorganisms, or mixtures thereof, that, when applied to seeds, plants, the rizosphere, soil or other growth media, act to support a plant’s natural processes independently of the products nutrient content, including improving nutrient availability, uptake or use efficiency, tolerance to abiotic stress and consequent growth development, quality, or yield.
Our Business Model
Our business model covers the entire product life cycle: technology sourcing, product development, production, and market access.
In-House R&D and Technology Sourcing
Internally, we have built a dynamic R&D organization supported by state-of-the-art laboratories and pilot-scale facilities. Our specialized teams in microbiology and pest control led the development of new biological products, while our bioprocess department has expanded its capacity to define optimal production parameters for active metabolites and conduct larger-scale fermentation processes. The chemistry department focuses on identifying active ingredients and understanding their properties and behavior, and our formulation group develops innovative and stable delivery technologies.
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In parallel, we actively collaborate with leading academic and independent research institutions, startups, and third-party companies during the early stages of technology development. This open-architecture approach enables us to identify and validate promising innovations and form strategic partnerships that accelerate the delivery of market-ready solutions.
The integration of Rizobacter’s R&D platform with our legacy research capabilities has elevated the role of R&D as a central pillar of our innovation model. Supported by our global network of subsidiaries in the United States, Argentina and Brazil, we believe this strategy positions us as a leader in agricultural biotechnology, offering a diversified portfolio of high-quality, sustainable products that address the evolving needs of growers and the broader market.
Product Development
We are continually working on product development, both internally and in collaboration with other companies. In selecting partners, we look for internationally recognized entities that can provide complementary funding, technology, sourcing, product development capabilities, intellectual property and market access.
Production and Market Access
The production and market access stage of our business model focuses on leveraging our proprietary sales channels and partnering with third parties to access and establish multiple pathways to markets and maximize market reach. Once a technology obtains the required regulatory approvals, we, our joint ventures, or our strategic partners commercialize products that employ such technology and sell them to global end-users. We also complement our direct sales efforts by licensing our technologies to other companies for inclusion in their products or production systems. This complementary approach seeks to widen the presence of our technologies in the global agriculture market and increase our revenues.
In-House R&D, Technology Sourcing and Product Development Timeline and Process
Our process for creating innovative technologies and product development encompasses various phases: conceptualization, proof of concept, early development, advanced development, pre-launch, and product launch. This process involves the development and integration of technologies into commercially viable products. The duration of this process varies based on the complexity of the technology and the crop type. Additionally, the timeline can influence the uncertainty of successful product development outcomes. For instance, during conceptualization and product development, a technology may not meet the required performance criteria to advance to later stages. Competitive landscape changes can also impact the development of certain technologies.
The chart below illustrates an estimated timeline for the development of biotechnology traits (GM and Non-GM) and biological-based products, based on the phases described above:
The depicted durations of each phase are based on our estimates and experience. The phases may overlap during the product development cycle and the total development time for a particular product may be longer or shorter than the duration presented above, depending on a range of factors including the type of crop and trait involved and the resources available or devoted to the development of the product. For example, although the process for developing seed traits or biological seed treatments is relatively similar, the two differ significantly in terms of development timelines. Obtaining regulatory approval for GM seeds is a far more comprehensive and lengthy process than for biological seed treatments.
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Conceptualization: New ideas are managed through a process in which R&D performs a preliminary assessment, and key areas contribute their expertise. If the initiative is approved, a Project Charter and a detailed project workplan are developed, and the initiative advances to the product development stage.
Proof of Concept: The proof-of-concept phase is aimed at validating the preliminary data gathered during the conceptualization process. Key activities include (i) isolation of potential candidates or selection of potential active ingredients (ii) preliminary efficacy validation under controlled conditions (in-vitro and in-vivo), (iii) identification and characterization of selected variants, (iv) selection of candidate variants based on efficacy and characterization, and (v) candidate improvement (mutagenesis or transgenesis methods). Key activities differ depending on the origin of the agricultural product (biological or chemical). In our experience, the proof-of-concept phase typically lasts 36 months, although it may range from as little as three months for chemical and microbial solutions to as many as five years for plant GM traits.
Early Development: In this phase, project objectives become more defined, pinpointing the specific conditions a final product must meet, such as application rates and pre-inoculation days. Primary activities encompass (i) efficacy validation for selected prototypes (in-vivo) (ii) process development for prototype production, (iii) formulation development, (iv) initial efficacy testing under field conditions and (v) final prototype selection.
At the end of the early development phase and before initiating the most financially demanding stages of product development, we tend to identify strategic partners for our technologies. For collaborations involving multiple technologies within a pipeline, we often create new entities or joint ventures with our strategic partners. Examples of such collaborations are Trigall Genetics and Synertech, dedicated to wheat technologies and micro beaded fertilizers, respectively.
Advanced Development: The advanced development phase signifies that there is substantial evidence of efficacy for the selected prototype, allowing for a more precise estimation of the project’s completion date. Key activities include (i) final formulation, (ii) large-scale formulation development, (iii) extensive field testing to determine the mode of use. The advanced development phase typically lasts about 24 months, with some projects requiring substantial regulatory data taking from three to five years.
Pre-Launch: Activities in this phase primarily focus on finalizing the necessary details for product launch, such as data for biological production and seed increases. Key activities comprise (i) transferring bioprocesses and formulations to production and (ii) preparing and submitting regulatory dossiers, including registration and label extension applications. The pre-launch phase may last up to 24 months.
Product Launch: In general, we, our joint ventures and/or our technology licensees carry out the launch and commercialization of the technology, which is the last phase of the conceptualization and product development process. When we commercialize technology through collaboration partners or licensees, pursuant to the respective agreements, a successful product launch triggers royalty payments, which are generally calculated as a percentage of the net sales generated by the technology and captured upon commercialization. Typically, in this phase, revenues at launch are limited by our ability to make products available, especially when dealing with seed products that need multiple seasons of multiplication before they can satisfy demand. Key activities comprise (i) completing regulatory requirements and securing the necessary registrations and approvals, (ii) preparing production and commercial conditions for launch, and (iii) conducting market benchmarking and developing marketing forecasts to support the launch strategy.
Sales and Marketing
Our business model is based on a multi-channel sales structure of (i) direct sales to distributors and end-users via our proprietary sales channels, (ii) B2B commercial agreements, and (iii) licensing of commercial technology to third parties.
Proprietary Channels
Rizobacter
Rizobacter commercializes its products through more than 700 distributors and retailers around the world, including Argentina, Brazil, Paraguay, Uruguay, Bolivia, Colombia, USA, Canada, Mexico, Europe (Austria, France, Germany, Italy, Russia, Ukraine, among others) and Sub-Saharan Africa (South Africa, Kenya, Zambia, Ghana, among others).
In addition to distribution network sales, Rizobacter directly caters to other businesses, particularly large end-users, which include growers or seed companies that use Rizobacter products in professional seed treatment products or for other needs.
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Bioceres Semillas
Bioceres Semillas is our proprietary commercial channel for seeds, marketing wheat and soybean varieties directly to distributors and end-users under the Bioceres Semillas brand.
As of fiscal 2025, we have started to transition our seed business to a license-based model through agreements with third parties.
Pro Farm
Prior to the Pro Farm Foreclosure, Pro Farm products were commercialized in the United States, primarily through its internal sales force, which focused on managing distributor relationships and creating grower demand for its products. Pro Farm had a dedicated team of employees who provided technical service support to both customers and sales representatives on the use of its products in integrated pest management (“IPM”) and crop production programs, both for conventional and organic growers. Pro Farm’s sales force covered all major regions in the United States, with an emphasis on high-value specialty crops (fruits, nuts and vegetables). Crop protection product lines were sold through leading agricultural distributors, such as Albaugh, Aligned Ag, Helena Chemical, Nutrien Ag, Simplot and Wilbur Ellis. Following the Pro Farm Foreclosure, we no longer own or control the Pro Farm assets and operations, and these activities are now classified as discontinued operations. See “Item 4. Information on the Company—A. History and Development of the Company—Significant Acquisitions—Pro Farm Merger and Foreclosure” and “Item 8. Financial Information—A. Consolidated Statements and other Financial Information—Legal Proceedings—Noteholder litigation in connection with the Secured Notes.”
B2B Commercial Agreements
We have commercial agreements with leading industry players with a market presence outside of our core geographic areas, or core crop expertise, for the exclusive or non-exclusive distribution of some of our products. See “Item 4. Information on the Company—B. Business Overview—Joint Ventures and Key Collaborations” for more details on these agreements.
Licensing to Third Parties
We also rely on third-party channels for the commercialization of our proprietary technologies and licenses, either directly or through our joint venture companies, among participants in the biotech seed and agro-industrial market. We license such technologies in each case for incorporation into non-proprietary products and subsequent sale to end-customers. Subsequent sales of products incorporating our technologies generate royalty income. See “Item 4. Information on the Company—B. Business Overview—Joint Ventures and Key Collaborations” for more details on licensing agreements.
Joint Ventures and Key Collaborations
We conduct some of our business through joint ventures and key collaborations. We participate in joint ventures to develop certain technologies and to maintain a diversified product pipeline. When a joint venture successfully develops a product, we integrate such product into our commercial offering and/or license the technology to third-party channels. We engage in non-joint venture collaborations to develop a single or otherwise limited product opportunity. We generate revenue from our non-joint venture collaborations primarily by licensing our technology for inclusion in end-products, or for the use of our technologies in industrial processes. Finally, we have relationships with third parties who have product development capabilities and/or market presence outside of our core geographies or crops, to whom we license our technologies. For our corporate chart, see “Item 4. Information on the Company—C. Organizational Structure.”
Joint Ventures and Unconsolidated Entities
Trigall Genetics S.A.
In December 2013, we formed a joint venture with the French company Florimond Desprez, creating Trigall Genetics, in which we hold a 50% equity interest, is engaged in the development of conventional wheat varieties and the development and deregulation of GM wheat varieties in Latin America. The first biotech trait is our HB4 technology.
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In January 2023, Trigall Genetics entered into a joint venture with S&W Seed Company to advance wheat breeding activities in Australia. As part of the transaction, S&W Seed Company transferred its Australia-based wheat breeding program business and related assets to S&W Wheat Pty Ltd, which was subsequently renamed Trigall Australia Pty Ltd. Trigall Genetics initially held an 80% interest in Trigall Australia, with S&W retaining the remaining 20%. In April 2024, Trigall Genetics acquired S&W’s remaining interest, becoming the sole owner of Trigall Australia. On July 2, 2025, Trigall Genetics sold its entire interest in Trigall Australia to Florimond Desprez. In connection with the transaction, BIOX, Trigall Australia and Florimond Desprez entered into an agreement focused on advancing the deregulation and potential commercialization of HB4 wheat in Australia and its principal wheat export destinations. Under this arrangement, Trigall Australia committed to fund certain costs associated with obtaining cultivation approval in Australia and food and feed approvals in relevant export markets, while BIOX retained ownership of the related regulatory dossiers, data and HB4 marketing rights. As part of the new seed strategy launched at the beginning of fiscal year 2025, Trigall Genetics exited its conventional breeding operations in Argentina and Australia, shifting its focus exclusively to the development of the HB4 trait in wheat and to directly licensing our HB4 wheat technology to partners outside Latin America.
Despite exiting breeding operations, Trigall Genetics continues to market conventional wheat varieties through licensing agreements with Bioceres Semillas, Grupo Don Mario (“GDM Seeds”), Asociación de Cooperativas Argentinas (“ACA”), and other partners.
Synertech Industrias S.A.
Synertech, acquired as part of the Rizobacter Acquisition in 2016, was formed by Rizobacter in partnership with De Sangosse for the production and commercialization of micro-beaded fertilizers. Rizobacter, together with De Sangosse, operates the production plant for Synertech in Pergamino with an annual production capacity of 50,000 tons of microbeaded fertilizers.
Natal Agro
On June 10, 2024, we acquired a 51% equity and voting interest in Natal Agro S.R.L., an Argentine company engaged in the breeding and development of corn varieties, comprising 116,225 shares with a nominal value of AR$10 each. In February 2026, we disposed of a 20% ownership interest, reducing our interest in Natal Agro S.R.L. to 31% and resulting in the loss of control. Accordingly, Natal Agro S.R.L. ceased to be consolidated and has since been accounted for under the equity method.
Non-Joint Venture Collaborations
We engage in strategic non-joint venture collaborations for product development and commercialization with leading industry players, and with academic entities and internationally recognized research institutions with whom we collaborate in pre-competitive technology sourcing and early-stage research.
Rizobacter Non-Joint Venture Collaborations
Rizobacter has a longstanding strategic alliance with Syngenta, one of the leading global companies in the research, development, marketing and sales of seed treatment products and solutions. Syngenta placed their Seed Care Institute in Rizobacter’s principal facility located in Pergamino for the research, development and marketing of Syngenta’s seed treatment products and solutions in Argentina, including Maxim Integral, Maxim Evolution, Suren Plus, Rizopack® 420 Hc, Ekey Top, Funcion Pack and Cruiser Pack. We also purchase from Syngenta seed treatment products including Maxim XL, Maxim Integral, Maxim Evolution, Suren Plus, Compinche, Compinche SX, Tenacius, Tenacius SX, among others. The synergy of the product portfolio produced by both companies allows us to combine the most advanced technologies with a highly efficient service for agriculture producers around the world. On September 16, 2022, we announced an expansion of the collaboration through which Syngenta became a key distributor of our biological seed treatment solutions in multiple markets globally. The collaboration has subsequently been amended, including with respect to certain distribution rights and territories, see “Item 4. Information on the Company—A. History and Development of the Company—Significant Transactions—Syngenta Exclusive Global Distribution Agreement.”
Additionally, Rizobacter has a strategic alliance with De Sangosse Group for the exclusive distribution in Argentina of their molluscicide line.
Rizobacter also has distribution agreements with Brett Young for distribution in the U.S., and with BIOWISH for the provision of bacillus for the formulation of the biological support added to the chemical fertilizer “Microstar.”
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Rizobacter also executed significant agreements for the provision of formulation services and production with several companies, among which are Syngenta, Corteva, UPL, FMC, and Summit Agro.
HB4 and other seed trait Non-Joint Venture Collaborations
We license our HB4 technology to third parties that have breeding and product development capabilities or a market presence outside of our core geographic areas, and with whom we have developed and maintain strong relationships.
Soybean collaborations. Through Verdeca, we have entered into a series of agreements with GDM Seeds and TMG for the licensing of our biotechnology for breeding and/or sales in Argentina, Brazil, Paraguay, Bolivia and Uruguay.
In Argentina, we also maintain HB4 soybean R&D technology license agreements with Criadero Santa Rosa and INTA. Additionally, in Brazil, we have agreements with FT Sementes, Latitude Genética, Integrado Sementes, Fundação Pró-Sementes, JVC Seeds and INOVA Sementes. In other geographical locations we maintain additional collaboration; in Paraguay we collaborate with INBIO, in Canada with Prograin; Southern Hemisphere Seeds in South Africa; ANAPO in Bolivia, and the University of Nebraska in the United States.
Wheat collaborations. Through Trigall Genetics, HB4 wheat and conventional wheat varieties are licensed to a number of companies, including ADP and Kilafen in Uruguay, GDM, Bioseminis, and ACA. As part of the Seed Business restructuring process previously mentioned, the Bioceres Semillas portfolio was transferred to Horus Agro and Natal Seeds in Argentina. These are transactional relationships with non-preferred partners, and licenses are re-evaluated on an annual basis.
Additionally, we entered into a collaboration with Colorado Wheat Research Foundation (CWRF) granting exclusive, sublicensable rights to the HB4® trait in the U.S. territory. CWRF will serve as Trait Manager, facilitating broad access to HB4® wheat for third-party breeding programs and commercial channels, and leading engagement with U.S. stakeholders.
HB4 wheat R&D agreements have been established with EMBRAPA, OR Sementes, GDM, Xiru Genetica and JVC Seeds in Brazil; GDM and Buck Semillas in Argentina; Stellenbosch University in South Africa; CAPECO and INBIO in Paraguay; ANAPO in Bolivia; and through Colorado Wheat Research Foundation at Colorado agreements, 3 universities in the United States.
Customers and Contracts
Below is a description of our principal customers and contracts across our main segments.
Seed and Integrated Products
In the year ended June 30, 2026, we sold our seed and integrated products to customers in Argentina, Switzerland, Uruguay, South Africa, Paraguay, among other countries. Our top five customers in our seed and integrated products segment represented approximately 25% of our total revenue in this segment for the twelve-month period ended June 30, 2026.
Crop Protection
In the year ended June 30, 2026, sales from our crop protection segment were made to customers in Argentina, Brazil, Mexico, Paraguay, Uruguay, among others. Our top five customers in our crop protection segment represented approximately 21% of our total revenue in this segment for the year ended June 30, 2026.
Crop Nutrition
In the year ended June 30, 2026, sales from our crop nutrition segment were made in Argentina, Switzerland, Brazil, Uruguay, Paraguay, United States, Canada as well as other international markets. Our top five customers in our crop nutrition segment represented approximately 22% of our total revenue in this segment for the year ended June 30, 2026.
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Industry Overview
The Market Opportunity
Agriculture and the way food is produced are at the center of a major global challenge meeting global demand for food in an affordable way, while simultaneously not only reducing but ideally reversing the sector’s impact on climate change and biodiversity loss.
Global food demand is projected to increase by approximately 50% by 2050 (FAO, 2023). Meeting this demand requires the “sustainable intensification” of global agriculture in which yields must be increased without expanding cultivated land or exacerbating environmental pressures. This challenge creates a substantial opportunity for innovation, particularly through sustainable approaches that integrate climate-adaptive biotechnology, the expanded use of biological products and the integration of new data, monitoring and precision agriculture tools.
Climate Smart Food Production
Climate change is already disrupting weather patterns and leading to more frequent and extreme events such as droughts, floods, and unseasonal temperatures, all of which have negative effects on food production. The Intergovernmental Panel on Climate Change (IPCC, AR6 Synthesis Report, 2023) concluded with high confidence that “Climate change, including increases in frequency and intensity of extremes, has adversely impacted food security and terrestrial ecosystems, as well as contributed to the desertification and land degradation in many regions”. Projections indicate that average yields for major crops will decline by 5–10% as early as the 2030s, with some scenarios showing reductions greater than 10% beyond mid-century. In addition to lower productivity, climate change is also expected to diminish the nutritional quality of staple crops. These challenges highlight the need for “climate proof” food production, including the development of crops tolerant to abiotic stress such as drought and heat.
Reversing Climate Change and Biodiversity Loss
Agriculture is a significant contributor to climate change, with emissions from on-farm crop and livestock production accounting for roughly 16% of global anthropogenic greenhouse gas emissions, according to the latest estimates of the Food and Agriculture Organization. At the same time. agriculture is uniquely positioned to contribute to climate change mitigation because it directly manages the soil microbiome —one of the largest potential natural sinks of atmospheric carbon.
Soil conservation practices such as no till agriculture, cover cropping, crop rotations and organic systems —practices that are central to the creation of Rizobacter more than 45 years ago and to the now-growing regenerative agriculture movement— can significantly increase the amount of carbon stored in soils. Using higher-yielding crops or varieties, or more climate resilient crops, and maximizing the yield potential of crops can also increase soil carbon.
Addressing Consumer Demand for Sustainable and Affordable Foods
Consumer attitudes and behaviors are increasingly shifting towards more sustainable lifestyles, with the expectation that brands also “do good”. These preferences are redefining the entire food system all the way through to raw material origination.
Multiple studies have shown that consumers are more likely to choose products with an environmental or environmental, social and governance (“ESG”) related claim. According to a joint study by McKinsey and NielsenIQ, products making ESG claims outperformed those without such claims in 68% of surveyed product categories, based on an analysis of five years of U.S. sales data from 2017 to June 2022. A 2024 public study by PricewaterhouseCoopers International Limited (2024 Voice of the Consumer Survey), which surveyed over 20,000 consumers from 31 countries and territories, found that despite cost-of-living and inflation concerns, consumers are willing to spend an average of 9.7% more for sustainably produced or sourced goods, as nearly nine out of ten (85%) participants reported experiencing first-hand the disruptive effects of climate change in their daily lives. PwC’s 2025 Voice of the Consumer survey, covering more than 20,000 consumers across 28 markets, confirms that health, convenience and sustainability continue to drive food purchasing decisions, although cost-of-living pressures increasingly constrain consumers’ ability to act on those preferences.
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Traceability is also becoming a critical expectation. In the United States Food and Drug Administration’s Food Traceability Rule (FSMA 204) became effective in January 2023, with compliance originally required by January 20, 2026. In August 2025 the FDA proposed a 30-month extension, and the compliance date is now July 20, 2028. The substantive requirements of the rule remain unchanged. The rule obliges companies in the food value chain to maintain end-to-end traceability records for key categories representing roughly 20-30% of U.S. food consumption. Traceability requirements are expected to expand globally, reshaping supply chains to deliver greater transparency, food safety, and consumer confidence.
Evolving Regulatory Landscape
Globally, the regulatory landscape continues to place greater restrictions on the use of synthetic pesticides and other chemical crop inputs. In the European Union, the proposed Sustainable Use of Pesticides Regulation mandating a 50% reduction in use of chemical pesticides by 2030 was withdrawn in 2024 due to political opposition. Nevertheless, the EU continues to pursue policies aimed at reducing reliance on conventional chemical pesticides through stronger implementation of Integrated Pest Management (IPM), increased support for non-chemical alternatives, and efforts to improve the regulatory framework for biological crop protection products. In parallel, the EU continues to review and, where appropriate, restrict or phase out certain chemical active ingredients based on evolving environmental and human health assessments.
In the United States, the Environmental Protection Agency’s (EPA) ongoing efforts to comply with the Endangered Species Act has accelerated the review of several, commonly used chemical insecticides, herbicides, fungicides and nematicides. These reviews have already resulted in proposed restrictions on widely used herbicides and insecticides, including glyphosate, atrazine, and pyrethroids, with further actions expected in the coming years.
At the same time, policymakers in many jurisdictions are increasingly supporting the development and adoption of biological and reduced-risk crop protection technologies through streamlined regulatory pathways and other incentives. These trends are expected to support continued growth in the biological crop inputs market and increase adoption of alternative crop protection solutions globally.
Sustainability-Driven Solutions
A variety of promising technologies exist with the potential to substantially modify the way in which we produce food, manage scarce resources, mitigate climate change and ensure the safety of our food supply chains. These technologies include the advancement of biotech crops to improve resilience, the increased utilization of microorganisms in replacement of chemical inputs, adoption of soil preserving cropping techniques, and the use of technologies such as blockchain to provide traceability and enhance the safety of the entire food system, farm to fork. We are at the forefront of this transformation of how we produce food, feed and fiber.
Biotechnology
Biotech crops have been around for nearly 30 years and are planted on approximately 216 million hectares annually, in over 30 countries (AgbioInvestor GM Monitor, Global GM Crop Area Review 2025). The commercial adoption by farmers of genetically modified crops has been one of the most rapid cases of technology diffusion in the history of agriculture. Historically, biotech traits have focused on herbicide tolerance and insect resistance. However, biotechnology can deliver much more substantial agronomic, environmental, health, economic and social benefits, including increased productivity, conservation of biodiversity, improved nutrition, and mitigation of negative impacts of climate change. Our HB4 technology, which has now been approved in multiple countries for food and feed uses and for cultivation, is the first in the world that confers tolerance to climate changes in soybeans and wheat by allowing these crops to tolerate drought and soil salinity conditions that are a significant threat to the world’s food supply.
According to AgbioInvestor’s latest report, corn and soybeans represented approximately 84% of the global GM area in 2025 (soybean 106.2 million hectares and maize 74.6 million hectares). The United States, Brazil and Argentina were the top planters of biotech seeds, with approximately 171 million hectares under production of biotech crops. As of 2025, the adoption of GM varieties is over 74 % for soybean, over 36% for corn and over 77% for cotton.
Until the HB4 wheat approval in Argentina, wheat had historically been an orphan crop in the sphere of biotechnology, despite being planted in 200 million hectares globally, the largest of any crop. Argentina is Latin America’s largest wheat producer, accounting for approximately 70% of wheat produced in the region. Today, drought tolerant HB4 wheat is the only genetically modified wheat approved anywhere (currently approved for cultivation in five countries: Argentina, Brazil, Paraguay, Bolivia and the United States) and on a commercial path to market anywhere in the world, which represents a major milestone in wheat’s global value chain.
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Biologicals
Biological crop inputs – including bioprotection products, biofertilizers and biostimulants -occupy a unique space in agriculture, offering proven economic and environmental benefits to the consumer, the grower and the distributor.
Biologicals are currently the fastest-growing segment in the agricultural inputs market with sustained growth well above conventional products. Despite this growth, the biologicals market was estimated to be approximately US$15 billion in 2024 (Dunhan Trimmer, 2025), representing only 3%-5% of the overall agricultural inputs and underscoring significant headroom for expansion.
The main drivers for adoption include: regulatory policies that either encourage the adoption of bio-based products or restrict the use of chemical products; the need for products that improve soil health and nutrient utilization, yield and crop quality; insects, plant disease and weed resistance towards chemical products; need for greater convenience and flexibility in growing practices; and a need for greater R&D and innovation to meet the growing food security demands and environmental regulations.
To meet these objectives, an increasing number of growers use IPM programs to produce crops by the most economical means, and with the lowest possible risk to people, property, and the environment. Biological agricultural products and crop cultivating techniques such as crop rotation and low-or-no tillage are among the most commonly used IPM practices. Adoption of biologically based crop inputs are increasingly becoming a central component of the IPM toolbox for farmers. There is growing recognition that IPM, particularly biologically-based IPM, is an important ecosystem service that contributes to climate mitigation and biodiversity—a critical ecosystem service provided by agriculture. Recent disruptions in supply chains that significantly impacted grower access to commonly used synthetic crop inputs have resulted in new interest in integrating biologicals into existing IPM strategies that often relied solely on chemical inputs.
Our Product Portfolio Promotes Climate-Smart Outcomes
We believe our product portfolio is well positioned to address these industry drivers.
| ● | Soy and wheat crops tolerant to adverse weather conditions: we develop crops that are resilient to adverse weather conditions associated with climate change such as drought and heat via the adoption of our HB4-traited drought tolerant crops and biologically based seed treatment packages that help plants better weather yield and quality-robbing environmental stresses. |
| ● | Complete portfolio of biological solutions: we enhance sequestration of GHGs in agriculture by promoting crop health and yields with effective environmentally beneficial crop protection tools, such as Rizonema, Rizoderma, and with microbial seed inoculants that enhance plant sustaining atmospheric nitrogen fixation, while also reducing the use rates of synthetic fertilizers – all of which reduce the negative impacts associated with runoff or soil leaching of persistent chemical compounds. |
| ● | Next generation solutions that reduce input application rates: we promote efficient resource use with products such as adjuvants and Microstar PZ. Adjuvants are high-tech molecules used to increase the effectiveness of spray applications of crop inputs and, therefore, reduce the rate of application of both biological and chemical pesticides and other agricultural inputs. Microstar PZ is a low application rate micro-beaded starter fertilizer that provides newly planted seeds necessary nutrients, like nitrogen, phosphorus, sulfur and zinc, precisely at the time of planting. Microstar’s novel micro-beaded formulation enhances nutrient uptake efficiency at a critical point in a crops growth cycle that reduces the need for additional fertilizer applications later in the crop growth cycle — which also reduces negative air and water quality issues associated with traditional fertilizers. |
HB4 Technology
HB4 technology increases yields under drought conditions and positively impacts the environment through more efficient use of resources.
Biotech traits like HB4 can only be launched after a time-consuming breeding process to develop varieties that combine the technology with locally adapted, elite germplasm. We have been developing varieties and are also in the process of incorporating HB4 into strategic partners’ varieties that specifically target areas identified for maximum trait performance.
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Our key markets for HB4 wheat in the Southern Cone comprise approximately nine million hectares of wheat planted per year, including Argentina, Latin America’s largest wheat producer and the world’s first country to adopt HB4 drought-tolerant technology, and Brazil, the second largest producer in South America and the country with the greatest potential to increase the planting area by an additional two to three million hectares. Other relevant markets for HB4 wheat are Australia, with approximately twelve million hectares planted with the crop each year and high incidence of water stress events and soil salinity, and the United States, the fourth-largest wheat producer in the world and the largest in the Americas, with approximately 18 million hectares planted per year.
For HB4 soy, our key markets include Argentina, Brazil and the United States, which collectively plant about 100 million hectares of soybeans per year, approximately 75% of the world’s total soybean acreage.
Given that the HB4 trait does not incur any yield penalty under standard growing conditions, all agricultural regions within our targeted countries represent a potential market for the HB4 technology. This allows us to address all production areas, particularly as each region is vulnerable to drought events at various points in the growing season or across different seasons. Nevertheless, it is expected that certain regions will experience more pronounced benefits from the HB4 trait than others.
At the time of filing, HB4 soy is approved for cultivation and commercialization in Argentina, Bolivia, Brazil, Canada, Paraguay, the United States and Uruguay, together representing over 90% of the global soybean trade. The commercialization of HB4 soybeans for cultivation in Argentina was cleared once China’s approval for food and feed uses was obtained in April 2022. HB4 soy is also approved for food and feed uses in Australia, Colombia, Indonesia, Malaysia, New Zealand, South Africa, Thailand and Philippines. Regulatory submissions of HB4 soy are currently under review in Europe, India, and Vietnam for food and feed uses and South Africa for cultivation.
HB4 wheat is approved for cultivation and commercialization in Argentina, Brazil, Paraguay, the United States and Bolivia. Additional key food and feed approvals obtained include Australia, Colombia, Chile (only for animal consumption), Indonesia, New Zealand, Nigeria, South Africa, and Thailand. Submission for cultivation has been presented in Uruguay, for food and feed uses in Philippines and Vietnam, and for food uses in Chile. Additional submissions for both HB4 soybean and wheat will continue to be pursued as we advance to new territories.
HB4 Technology Business
We are transitioning the HB4 business from a model centered on the direct multiplication, positioning and commercialization of proprietary seed varieties to a licensing-driven model focused on making the HB4 trait broadly available through third-party breeding and commercial channels.
Under this model, breeding companies and other strategic partners will incorporate HB4 into locally adapted germplasm, complete product development and commercialization through their established market channels, while we provide access to the technology and supporting know-how under license agreements
Consistent with this strategic shift, we are actively identifying and pursuing additional licensing opportunities with seed companies, breeding organizations and other agricultural industry participants across relevant crops and geographies, with the objective of accelerating adoption, broadening market reach and generating royalty-based revenues with a more capital-efficient operating structure.
Trends and Performance by Segment
We have a top tier complementary portfolio of products addressing some of the largest and fastest growing segments in the agricultural global market, representing a massive opportunity.
Crop Protection: Adjuvants
According to Woodstone Research & Consulting, the global adjuvants market is valued at US$3.1 billion in 2025 and is projected to reach US$4.0 billion by 2029, at a CAGR of 6.6%.
Segment growth is driven by the need to maintain crop protection, while improving the efficiency and effectiveness of agrochemicals usage, given an increased awareness of the negative implications of excessive usage of agrochemicals in the environment. Growth in the segment also comes from government initiatives to promote eco-friendly agricultural products, the expansion of precision agriculture, and the development of eco-friendly and biodegradable adjuvants.
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By crop type, the cereals & grains and the oilseed & pulses segments are projected to be the fastest-growing segments in the agricultural adjuvants market during the forecast period. By product type, the herbicides segment is estimated to witness the fastest growth in the agricultural adjuvants market, in terms of value.
North America, followed by Europe, is the largest market for agricultural adjuvants at present, and it is expected to account for a significant proportion of the global market in the future. The government policies adopted by European countries toward sustainable agricultural practices support consumption of adjuvants, which is a key factor driving the growth in the region. However, the Brazilian market is expected to see the largest growth rate, as adoption of improved crop protection technologies increases.
Crop Protection: Biocontrol
The global biocontrol market was estimated at US$10 billion for 2025 and is projected to reach more than US$16 billion by 2030, recording an estimated CAGR of 10% for the forecast period, according to DunhamTrimmer. Europe and the United States are the two largest markets for these products followed by Brazil and China.
The increasing demand for biological products can be attributed to the rise in sustainable organic farming practices and more biologically based integrated pest management strategies, as well as the need to address pest resistance, and novel invasive species. In recent years, supply chain disruptions that have restricted the availability of synthetic chemistry products and fertilizers have spurred greater grower interest in and adoption of biological products, particularly microbial-based products. Climate change has a considerable global impact on agricultural productivity and crop susceptibility to pests, making crops more vulnerable to various diseases and abiotic stresses, which significantly reduce crop yields. All of these factors have increased farmers adoption of biologically based and sustainable crop protection solutions, increasing market demand for biocontrol products.
Crop Nutrition: Biostimulants
Biostimulants are substances, microorganisms, or mixtures thereof, that, when applied to seeds, plants, the rizosphere, soil or other growth media, act to support a plant’s natural processes independently of the products nutrient content, including improving nutrient availability, uptake or use efficiency, tolerance to abiotic stress and consequent growth development, quality, or yield.
Biostimulants are among the most rapidly growing categories in agricultural inputs. The market was valued at US$3.94 billion in 2025 and is projected to grow at an estimated CAGR of 11.2% to reach US$6.7 billion by 2030, according to DunhamTrimmer. The largest markets for biostimulants are Latin America – led by Brazil – and the United States, which remains the largest single-country market. As in other biologicals, growth is mainly attributed to the increasing impact of climate change, soil degradation and abiotic stress to crops globally.
Crop Nutrition: Biofertilizers
The biofertilizers market was valued at US$2.81 billion in 2025 and is expected to reach US$8.09 billion by 2034, growing at an estimated CAGR of 12.6% during the forecast period, according to Fortune Business Insights. These novel crop nutrition products encourage better uptake of vital nutrients that allow the plant to withstand stresses and increase output.
The nitrogen-fixing seed inoculants market is projected to increase from US$1.3 billion in 2024 to US$1.7 billion in 2027, according to Markets and Markets, recording an estimated CAGR of 8.1% in value. The South American region, is projected to continue to offer high-growth prospects for seed inoculants use in coming years. Currently, the adoption of seed inoculants is very low in other major markets such as India and China, but interest in these products is growing on a global scale and we expect to play a major role in developing these markets—particularly through our global collaboration with Syngenta.
Decades of cultivation practices using synthetic pesticides and fertilizers have led to a significant negative impact on groundwater reserves and on soil health and fertility—ultimately harming crop productivity. These factors have led to an increase in the adoption of sustainable farming. This trend is still in early stages, but the number of product approvals and investment in bio-ingredients is growing rapidly to support this transformation and is expected to lead to intense market competition in the future. Among biological products, biofertilizers and biostimulants are gaining significant traction as they enhance the phosphorus and zinc absorption properties of plants as well as their resistance to pathogen attacks.
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Crop Nutrition: Specialty Fertilizers
Specialty fertilizers are a category of fertilizers designed to meet specific nutritional needs of crops, soil conditions, or growth stages more precisely than standard or conventional fertilizers. They are formulated to provide targeted and balanced nutrition, which can lead to improved crop yields, quality, and resource efficiency. Increasing awareness about farm resource management, affordability of farm inputs, and a focus on agricultural profitability have helped drive the rapid expansion of specialty fertilizers usage, and these currently account for nearly 17% share of the global market for plant nutrition products.
The global market for specialty fertilizers is estimated at US$25.3 billion in 2025 and is expected to reach US$36.5 billion by 2031, growing at an estimated CAGR of 6.3% for the period, according to data by Mordor Intelligence. Demand for specialty fertilizers has been increasing as an effective alternative to conventional fertilizers, due to their lower impact on the environment.
Seed and Integrated Products: Biotech traits
Biotechnology tools are seeing a significant increase in demand across agricultural applications. These include tissue culture and micropropagation, marker-assisted selection or molecular breeding, genetically modified crops and genetic engineering, molecular diagnostic technologies, and conventional plant breeding.
A rise in the adoption of GM crops globally is expected to drive this market. This is because genetic modification allows the production of feed and food crops with enhanced characteristics, such as high nutritional value, high yield, enhanced food-processing qualities, and resistance to diseases and insects.
The global seed market size was estimated at US$77 billion in 2025 and is projected to reach US$99.9 billion by 2030, growing at an estimated CAGR of 5.4%, according to Mordor Intelligence. The genetically modified seed market is estimated to be one of the fastest growing markets during the period.
The global genetically modified seeds market size is estimated at approximately US$43.7 billion in 2025 and is projected to reach US$101.5 billion by 2031, growing at an estimated CAGR of 9.8%, according to Market Data Forecast. This increase in the market size of GM seeds underlines the increasing significance and need for agricultural biotechnology.
Competition
The market for agricultural biotechnology products is characterized by intense commercial and technological change and we face significant direct and indirect competition in each of our business segments.
The crop productivity sector is highly competitive and includes large companies, such as Bayer, BASF, Corteva, Syngenta AG, UPL Limited and FMC Corporation and Sumitomo Corporation. Other companies, including bio-specialized biopesticide businesses such as BioSAfe Systems, Certis Biologicals, Gowan, Novozymes and Valent Biosciences may prove to be significant competitors in the biological pest management market.
Rizobacter remains a leader in the Argentine adjuvants market with approximately 30% market share, differentiating itself in a competitive market by introducing new, quality products year after year. The Brazilian market is an attractive market for adjuvants, given the growth in the chemical crop protection market and the strong adoption of improved technologies for crops, and we are addressing this opportunity through a B2B and channel coverage strategy. North America, followed by Europe, are the largest markets for agricultural adjuvants at present, and they are expected to account for a significant proportion of the markets for Rizobacter products in coming years.
Within the soybean inoculants market, Rizobacter is the global leader with an estimated global market share of approximately 23%, followed by other key competitors including Novonesis and BASF. We expect to continue to expand internationally through our agreement with Syngenta. See “Item 4. Information on the Company—A. History and Development of the Company—Significant Transactions—Syngenta Exclusive Global Distribution Agreement.”
Within the fertilizer market in Argentina, Rizobacter’s focus is the phosphorous market. In this market, Rizobacter participates with a specialty product that is used at substantially lower doses than competitor’s products, with a competitive advantage in terms of storage and logistics. In Argentina, we are leaders in this niche followed by Recuperar, FYO, Red Surcos, among others. In Brazil, farmers are increasingly adopting our micro beaded fertilizers which provide logistics and storage advantages.
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The market for bionutrition and crop health products is very fragmented and diverse, as it has lower regulatory barriers when compared with crop protection products. It includes larger players like Valagro (acquired by Syngenta Crop Protection), UPL Limited and Acadian Seaplants.
Competition in the seed and integrated products sector extends to each of the components that we provide for our integrated products. We face competition for our biotech traits from different companies. Companies such as Bayer and Corteva own packages of traits that focus on herbicide tolerance, which could indirectly compete with the components of HB4. BASF and Syngenta, though strong players in other crops, do not currently have commercial traits for soybeans and wheat. Other companies such as Evogene Ltd., INARI and DBNBC also engage in trait discovery and licensing technology to customers. Genome Editing is another area that is showing a significant increase in the number of companies and may develop competition to our trait packages. There are several companies offering services for editing and R&D collaborations, however, while promising, there are no large-scale technologies commercially available yet.
We also face competition for our proprietary germplasm from other companies that focus on developing proprietary germplasm in open platforms. In soybeans, the South American market is dominated by local companies such as GDM Seeds in Argentina and Brazil and TMG in Brazil, though several others have market share in specific regions. Stine Seeds, a dominant company in the United States, is setting bases to commercialize soybeans in Latin America. These companies, despite being competitors in the germplasm space, offer great opportunity to collaborate and act as licensees of our traits. See “Item 4. Information on the Company—B. Business Overview—Joint Ventures and Key Collaborations—HB4 Non-Joint Venture Collaborations.” In wheat, traditional European companies such as Limagrain, KWS and RAGT compete in South and North America along with the previously mentioned local players. The multinational companies that develop biotech traits mentioned above complete the landscape of competitors.
Our Growth Strategy
Our long-term growth strategy is based on an open-architecture approach to technology origination. We identify and access promising technologies from third parties, while forming strategic and capital-efficient partnerships that leverage each party’s strengths to accelerate innovation. This approach allows us to broaden our portfolio without incurring the full costs and risks of end-to-end development and commercialization.
In the near-term, our growth strategy focuses on the following priorities:
Product Development
Product development is our foremost growth priority and has been central to bringing our company to its current position. For more than 45 years, we have grown by understanding the evolving needs of growers and translating those needs into differentiated, high-value agricultural solutions and new product segments. We intend to build on this proven capability by continuously advancing our pipeline, expanding into adjacent categories and bringing innovative products to market that improve crop performance, address practical agronomic challenges and create sustainable long-term growth.
Optimize Manufacturing Capacity
We have made significant investments in recent years to expand and modernize our production footprint. In 2023, we inaugurated a new manufacturing plant for adjuvants in Brazil. The new plant increased our manufacturing capacity four-fold, positioning us to support our expansion plans in the fast-growing Brazilian market. In Argentina, we recently expanded our biologicals production capacity by 60%, also providing us with the necessary installed capacity to meet the needs arising from the international expansion of our inoculants derived from our agreement with Syngenta.
Commercialize HB4 Traits Through Licensing Partnerships
We intend to expand the commercialization of our HB4 wheat and HB4 soybean technologies through licensing agreements with seed companies, breeding organizations and other agricultural industry participants. By leveraging our partners’ breeding capabilities, locally adapted germplasm and established commercial channels, we seek to broaden the availability and adoption of HB4 technologies across relevant markets, while generating royalty-based revenues through a more capital-efficient business model.
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Strengthen International Expansion
We operate through subsidiaries in Argentina, Brazil, the United States, Bolivia, Colombia, France, Paraguay, South Africa, Uruguay, and other markets, supported by a global sales force. Our international footprint provides the foundation to introduce a broader range of crop productivity solutions, including biologicals, adjuvants, and nutrition products, in markets where regulatory approvals and commercial networks are already established. We expect continued international growth to be driven primarily by biologicals, complemented by the expansion of high-value adjuvants and nutrition technologies.
Pursue Strategic Collaborations and Selective Acquisitions
We intend to continue working with our collaboration partners to bring our products to customers in key markets. In addition, we intend to pursue selective acquisitions and in-licensing opportunities that align with our strategic focus, expand our global presence, and provide access to validated later-stage technologies. In evaluating such opportunities, we intend to remain disciplined and prioritize partnerships and transactions that are capital-efficient and synergistic with our existing portfolio.
Intellectual Property
Our success depends mostly on our ability to obtain and maintain intellectual property protection for our products and technologies, defend and enforce our intellectual property rights (in particular, our patent rights, plant varieties, trademarks and trade secrets), preserve the confidentiality of our intellectual property and operate without infringing valid and enforceable intellectual property rights of others.
We seek to protect our proprietary products, technology, and trade secrets, in part, by entering into confidential disclosure agreements with our employees, consultants and potential and actual third-party collaborators. By protecting our proprietary technologies, we can offer our customers and partners unique products unavailable from our competitors, while also preventing our competitors from using technologies that we have developed or licensed exclusively or non-exclusively, from other parties.
The main countries in which we seek patent protection are the United States, Canada, Brazil, Argentina, Bolivia, Paraguay, Uruguay, Mexico, South Africa, Australia, India, China, Ukraine, Russia and certain other countries in Europe.
As of the date of this annual report, we, in our capacity as sublicensee (either as exclusive or non-exclusive licensee), have over 180 patents and patent applications. In some instances, our patents and our sublicenses are limited in terms of duration, geography and/or field of use.
Our licensed patents relating to HB4 soy and HB4 wheat are scheduled to expire in 2039 and 2040 within the main countries where our products will be launched once regulatory approvals are received in the future. Patents covering the Coxc5-1 family expire in 2027, and patents for the HB10 family expire in 2030. Additionally, we own, through acquisition, the RG (Reduced Gluten), RS (hexaploid and tetraploid), and OX patent families, which expire in 2036, 2033, and 2037, respectively. For other technologies, Bioceres Crop Solutions is either the exclusive sublicensee or a non-exclusive licensee. These include patents for herbicide resistance (expiring in 2028), and UHC technology, which comprises an ultra-highly concentrated bacterial liquid soybean inoculant (expiring in 2040). See “Item 3. Key Information—D. Risk Factors—Risks Related to our Business and Strategy—Our HB4 seed business is dependent predominantly on the success of a technology that we license.”
Crop Protection: the crop protection segment includes the Rizoderma® fungicide products, which are covered by a single patent family.
Crop Nutrition: we deliver innovative crop nutrition solutions, spanning both foliar treatments and seed treatments. Standout products include Rizofos® for foliar applications, as well as Rizoliq® and UHC® Inoculants, for seed treatments.
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We seek additional protection of our seed and germplasm intellectual property through PVP certificates, which preserve a variety owner’s exclusive rights to sell, reproduce, import, and export a plant variety and our seed. The duration of PVP protection varies among jurisdictions and is 20 years from the time of issue in the United States and 20 and 15 years from the time of issue in Argentina and Brazil, respectively. As of the date of this report, we do not have PVP certificates in the United States. In addition, in Argentina, we have received, as owner and/or as licensee, registrations with the National Cultivar Registry (Registro Nacional de Cultivares) (“RNC”) for 12 wheat varieties, 11 soybean varieties, all of which are authorized for our marketing in Argentina. We are currently seeking registration for 8 soybean varieties and 2 wheat varieties at the RNC. We have also received, as owner and/or as licensee registrations with the Argentinian National Registry of Cultivar Ownership (Registro Nacional de la Propiedad de Cultivares) (“RNPC”) for 16 soybean varieties and 11 wheat varieties at the RNPC. We have also received the registration for 8 soybean varieties and 4 wheat varieties in Uruguay, 3 soybean variety in South Africa, 1 soybean varieties in Paraguay and 1 soybean varieties in Bolivia.
We seek to protect our non-patent intellectual property, such as know-how and regulatory data, through contracts and confidentiality agreements. Know-how generated by the activities of our companies is protected by specific services agreements or employment agreements. Employment agreements include undertakings regarding confidentiality and assignment of inventions and discoveries. Our regulatory data is protected by standard confidentiality and data protection mechanisms. We have over 1,250 trademarks and over 195 trademark applications worldwide.
We will continue to file and prosecute patents, PVP certificate and trademark applications in the United States and foreign jurisdictions, and maintain trade secrets, consistent with our business plan, to protect our intellectual property rights.
Government Regulation
We are subject to agriculture, health and environmental regulations in the countries in which we operate or in countries where final products containing our technologies (e.g., grains containing biotech traits) will be consumed. We must obtain and comply with various permits and licenses from government authorities and municipalities in the jurisdictions in which we operate before we can test and ultimately commercialize our products/technologies.
For all of our products, particularly our pesticidal products and HB4-traited seeds, compliance with the regulatory requirements of each country is one of our highest priorities. These regulations are multilayered and touch all steps in the research, development, approval and commercialization of our products. Regulators typically require extensive product performance, product characterization and quality control and product safety data for each product. On the regulations related exclusively to genetically modified organisms, we continue to conduct field tests under special permits in countries where our technologies are still not fully approved, while we continue to seek approvals, always complying with the local regulations.
The laws and regulations we are subject to will continue to evolve as there are advances in biotechnology and our other businesses. Our regulatory affairs team is responsible for generating the data necessary to secure product approvals and to oversee product stewardship programs to ensure our products are used safely, effectively and fully in compliance with all relevant regulations.
In Brazil, CTNBio, is the local regulatory agency for biosafety. Both HB4 soy and wheat have obtained approval from CTNBio for their consumption and cultivation. We further obtained regulatory approvals for consumption of the HB4 technology from many regulatory agencies around the world, including from the FDA and USDA in the United States. We continue to seek approvals on a global scale, always complying with the local regulations. See “Item 4. Information on the Company—B. Business Overview—Industry Overview—Sustainability-Driven Solutions—The HB4 technology” for the complete list of approvals and submissions to date.
In the United States, the EPA regulates the bio-based pest management products under the Federal Insecticide, Fungicide and Rodenticide Act (“FIFRA”), the Federal Food, Drug and Cosmetics Act (“FFDCA”) and the Food Quality Protection Act (“FQPA”). In addition, some of the plant health products are regulated as fertilizers, auxiliary plant substances, soil amendments and/or beneficial substances in each of the 50 states. In addition to EPA approval, we are required to obtain regulatory approval from the appropriate state regulatory authority in individual states and foreign regulatory authorities before we can market or sell any pest management product in those jurisdictions. We also generally pursue organic certification for our product portfolio, including USDA National Organic Program, Organic Materials Review Institute, EcoCert and Control Union.
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Around the globe, the regulatory process for biostimulants and bionutrients (biofertilizers) is significantly accelerated compared to that for biopesticides. In the United States, if plant health products are not used to control pests or do not act as plant (growth) regulators, they currently fall outside the legal scope of FIFRA, FFDCA and FQPA and, therefore, we do not need to submit applications for EPA registrations for such products. However, we must still submit state registrations for some of our products. Products containing microbes of foreign origin may also need to be “deregulated” (or determined not to be a plant pest) under the Plant Protection Act by the USDA Animal and Plant Health Inspection Service prior to use in field trials or for large scale release.
Insurance
We maintain customary insurance policies that we consider to be in line with market practice and adequate for our business. Our principal insurance policies are personal injury (as mandated by Argentine labor law), worker’s compensation, all operational risk, civil liability, fire, theft, cars, transport, credit, work injury risk, cyber liability, cargo cyber link, cargo STP, ERISA bond, domestic property, boiler & machinery, general liability, business auto, foreign package, umbrella, and bond insurance entered into in connection with grants received.
Legal Proceedings
From time to time, we may become party to litigation or other legal proceedings that we consider to be a part of the ordinary course of our business. We are not currently involved in any legal proceedings that could reasonably be expected to have a material adverse effect on our business, prospects, financial condition, or results of operations, other than the proceeding described in “Item 8. Financial Information—A. Consolidated Statements and other Financial Information—Legal Proceedings.” We may become involved in other material legal proceedings in the future as part of the ordinary course of our business.
C.Organizational Structure
The following diagram depicts our organizational structure as of June 30, 2026:
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The following table identifies our main subsidiaries and joint ventures as of June 30, 2026:
Country of | Ownership | Voting |
| ||||
Name | | Incorporation | | Interest | | Interest |
|
BCS Holding Inc. | USA |
| 100 | % | 100 | % | |
Bioceres Crops do Brasil Ltda. | Brazil |
| 100 | % | 100 | % | |
Bioceres Crops S.A. (2) | Argentina |
| 90 | % | 90 | % | |
Bioceres Semillas S.A.U. (2) | Argentina |
| 80 | % | 80 | % | |
Comer. Agrop. Rizobacter de Bolivia S.A. (2) | Bolivia |
| 80 | % | 80 | % | |
Insumos Agroquímicos S.A. | Argentina |
| 61 | % | 61 | % | |
Natal Agro S.R.L. | Argentina |
| 31 | % | 31 | % | |
Pro Farm Group, Inc. (3) | USA |
| 100 | % | 100 | % | |
Rasa Holding LLC | USA |
| 100 | % | 100 | % | |
Rizobacter Argentina S.A. | Argentina | 80 | % | 80 | % | ||
Rizobacter Colombia SAS (2) | Colombia | 80 | % | 80 | % | ||
Rizobacter del Paraguay S.A. (2) | Paraguay | 80 | % | 80 | % | ||
Rizobacter do Brasil Ltda. (2) | Brazil | 80 | % | 80 | % | ||
Rizobacter France SAS (2) | France | 80 | % | 80 | % | ||
Rizobacter South Africa (2) | South Africa | 76 | % | 76 | % | ||
Rizobacter Uruguay (2) | Uruguay | 80 | % | 80 | % | ||
Rizobacter USA, LLC (2) | United States | 80 | % | 80 | % | ||
Synertech Industrias S.A. (1) (2) | Argentina | 40 | % | 40 | % | ||
Trigall Genetics S.A. (1) | Uruguay | 50 | % | 50 | % | ||
Verdeca LLC | USA | 100 | % | 100 | % |
Notes: —
| (1) | Joint ventures and unconsolidated entities. |
| (2) | Calculated considering the indirect interests held through Rizobacter. The indirect equity interest participation included in this table is 80% of the direct equity interest participation that Rasa Holding LLC owns in each entity. See “Risks Related to our Business and Strategy—Certain of the Rizobacter shares we own are subject to a judicial injunction that, if decided unfavorably to us, would require us to surrender part of our interest in Rizobacter thereby reducing our equity interest in Rizobacter.” |
| (3) | Following the Pro Farm Foreclosure in January 2026, Pro Farm Group Inc. no longer holds operating assets or conducts business operations |
D.Property, Plant and Equipment
Our main manufacturing and distribution facilities are located in Pergamino, Buenos Aires province, Argentina. Our manufacturing facilities include (i) the adjuvant formulation plant with 2.1 million gallons in annual production capacity, (ii) one biological production plant with an annual capacity of 1.25 million gallons, as well as a newer biological production plant, with an annual capacity of 0.62 million gallons, (iii) the insecticides and fungicides formulation plant with an annual production capacity of 1 million gallons, (iv) the micro-beaded fertilizer facility with an annual production capacity of 50,000 tons, and (v) over 375,000 square feet of warehouse space for packaging and logistics. We test and conduct trial runs of our key technologies at our main field station located in Pergamino, Argentina, which also has processing capabilities for foundation seed.
In Londrina, in the state of Paraná, Brazil, where our main subsidiary is located, we recently completed the construction of a new high-tech adjuvant facility plant with an annual capacity of approximately 2.6 million gallons.
ITEM 4A.UNRESOLVED STAFF COMMENTS
None.
ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS
The following discussion of our financial condition and results of operations should be read in conjunction with our audited consolidated financial statements as of June 30, 2026 and 2025 and for the years ended June 30, 2026, 2025 and 2024, and the notes thereto, included elsewhere in this report.
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The following discussion contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those discussed in the forward-looking statements as a result of various factors, including those set forth in “Cautionary Note Regarding Forward-Looking Statements” and “Item 3. Key Information—D. Risk Factors.”
A.Operating Results
Factors affecting our results of operations
Our results of operations have been influenced and will continue to be influenced by the following factors:
Market demand for our products and services
Our sales and profitability are influenced by the demand for our crop productivity products in the particular markets in which we operate. Demand from distributors and end customers (farmers), is typically affected by fluctuations in agricultural commodities prices, operating and input costs and resulting crop profitability, weather conditions, farmer planting decisions and timing of these, technology adoption and general macroeconomic conditions including foreign exchange rates, interest rates, etc.
Seasonality and weather conditions
Our business is highly seasonal given the inherent cyclicality of crop planting and harvesting. Generally, our sales are concentrated in the third and fourth quarters of each calendar year (corresponding to our first and second fiscal quarters), when demand for our seed and integrated products, crop protection products and crop nutrition products increases as summer crop planting season begins in South America, and winter crop season occurs in the Northern hemisphere. Our portfolio of products is highly oriented towards crop planting. Our second calendar quarter (corresponding to our fourth fiscal quarter) is gaining increasing importance due to the summer planting season in the Northern Hemisphere and the growing proportion of our North American sales. The first calendar quarter (corresponding to our third fiscal quarter) remains our least active seasonal quarter.
In our seed and integrated products business, we enter into contracts with growers and seed suppliers based on our anticipated market demand. We generally store seeds during the harvest season and ship them from inventory throughout the year, with the objective of selling most of the inventory before the next year’s season. Our crop protection and our crop nutrition business follow a similar cycle to the seed cycle.
In addition to the structural cyclicality determined by planting seasons in each geography, there may be variations from year to year, as the timing of orders from distributors and customers may change in response to prevailing market prices or price expectations, and weather conditions in each particular year. Unpredictable weather conditions such as heavy rains, hail, floods, freezing conditions, windstorms, drought or fire, as well as other hazardous situations beyond our control, may cause our sales and operating results to fluctuate significantly. In addition, disruptions that cause delays in growers’ decisions relating to harvesting or planting can result in the movement of orders from one quarter to the next, which also causes fluctuations in our quarterly operating results. Finally, some of our customers and distributors place bulk orders only once or twice a year, which may further cause our revenues to fluctuate from period to period.
Fluctuations in commodity prices
Our results of operations, particularly the demand and price for our products, are affected by global agricultural commodities prices. Agricultural commodity prices vary in response to changes in global supply and demand conditions. Agricultural commodity prices are also significantly influenced by speculative actions and by currency exchange rates, volatility in credit markets and fluctuations in consumer and business confidence. Prices may also be affected by governmental programs and policies regarding agriculture, as well as general trade, fiscal and exchange control policies. Exogenous factors, such as drought, floods, general weather conditions, diseases and natural disasters may also affect agricultural commodities prices. Demand for agricultural commodities, such as wheat and soybeans, both for human consumption and as animal feed, has generally increased with worldwide economic growth and prosperity.
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Macroeconomic conditions in Latin America
A significant portion of our revenue is generated by emerging markets, particularly Latin America. Therefore, our operating results and financial condition may be impacted by macroeconomic and fiscal conditions in these markets, including fluctuations in currency exchange rates, inflation and interest rates. The emerging markets where we operate, including mainly Argentina and Brazil, remain subject to such fluctuations and inflation-related risks. See “Item 3. Key Information—D. Risk Factors—Risks Related to Operating in Latin America— Inflation in Argentina and government controls may adversely affect the economy and our financial condition and results of operations.”
We applied IAS 29 “Financial reporting in hyperinflationary economies,” which requires that the financial statements of an entity whose functional currency is the currency of a hyperinflationary economy be stated in terms of the current measuring unit at the closing date of the reporting period. For such purpose, the inflation occurred since the acquisition date or the revaluation date, as applicable, must be computed for 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%. As of June 30, 2018, the cumulative inflation in Argentina exceeded 100%. Therefore, as of July 1, 2018, the Argentine economy was considered hyperinflationary, in accordance with IAS 29.
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.
In summary, 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 fair 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, presented in a separate line item.
From July 1, 2022, our main Argentine subsidiaries changed their functional currency from the Argentine Peso to the U.S. dollar as a result of changes in events and conditions that are 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 on our business, as discussed below.
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.
In accordance with IAS 21, the effects of the change in functional currency were recorded prospectively. Accordingly, from July 1, 2022, there are no significant effects of inflation adjustments in our financial statements.
Changes in import and export duties, and import or export controls may affect the business
Since 2002, the Argentine government has imposed duties on the exports of various primary and manufactured products. Since then, and with successive administrations, these duties have been changed on several occasions.
In October 2022, Argentina has also imposed stricter controls to the import of goods and services. In respect of imports of goods, Argentine companies had limited access to the FX Market in order to make payments abroad.
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Also starting in 2022, exports of goods have been frequently subject to a differential higher FX rate conversion when entering and settling their export balances (called “dolar soja” or “dólar blend”) to incentivize the sale and export of agricultural commodities. Such FX rate derives from a blend of the official exchange rate (80%) and the actual FX rate that could be obtained by entering into blue-chip swap transactions (20%). However, it should be noted that, in April 2025, the Government of Javier Milei has eliminated the so-called “Dólar blend”, which means that all export proceeds must now be settled exclusively at the official exchange rate.
During 2022 and 2023, the BCRA modified foreign exchange regulations regarding foreign currency outflows. This amendment had a strong impact, mainly in the access to the FX Market, in the payment of services rendered by non-Argentine residents.
On December 13, 2023, as Javier Milei took office as the new President of the Argentine Republic, the BCRA through Communication “A” 7917, repealed the requirements for import of goods and services, respectively and prior BCRA’s approval to access the FX Market to make import payments of good that are not otherwise regulated to the extent that the other applicable regulatory requirements are met.
On October 2024, Decree No. 953/2024 dissolved the Administración Federal de Ingresos Públicos (AFIP) and created the Agencia de Recaudación y Control Aduanero (ARCA) as its legal successor.
As from January 27, 2025, export duties for the agricultural sector were reduced temporarily under Decree No. 38/2025. On June 27, 2025, Decree No. 439/2025 extended the temporary reduction for certain products, including wheat and barley, adjusting the required liquidation percentage from 95% to 90% and the mandatory settlement period from 15 to 30 business days from the corresponding sworn statements of foreign sales. This was then turned into a definitive reduction under Decree 526/2025. On February 2025, the SEDI system was repealed through Joint General Resolution No. 5651/2025 (ARCA and the Secretary of Industry and Commerce). As a result, it is no longer necessary to request prior authorization or await government validation to import goods.
On April 15, 2025, through Communication “A” 8226, the BCRA modified the previous schedule for payments of goods and established that Argentine residents may access the FX Market, without the BCRA’s prior approval, to make payments for imports of goods with customs entry registration as from that date. Such access will be subject to compliance with the general requirements set forth under Argentine foreign exchange regulations.
As of September 9, 2025, the following crop exports were subject to the following export duties: soybean and soy products 3.5-26%, corn, wheat, barley, sunflower and sorghum 0-24.5%, corn and wheat flour 2-5.5% and sunflower oil 0-5.5%. Subsequently, in September 2025, Decree No. 682/2025 temporarily set export duties on all grains and agro-industrial by-products to 0% until October 31, 2025 to accelerate foreign currency inflows. In December 2025, Decree No. 877/2025 further reduced export duties on a permanent basis, lowering soybeans from 26% to 24%, soy by-products from 24.5% to 22.5%, wheat and barley from 9.5% to 7.5%, corn and sorghum from 9.5% to 8.5%, and sunflower from 5.5% to 4.5%. On June 3, 2026, Decree No. 423/2026 reduced export duties on wheat and barley from 7.5% to 5.5% effective immediately, and established a gradual reduction schedule for soybeans, soy products, corn, sorghum and sunflower beginning in January 2027 through December 2028, contingent on economic conditions. Under this schedule, soybean export duties are projected to decline from 24% to 15%, soy by-products from 22.5% to 14%, corn and sorghum from 8.5% to 5.5%, and sunflower from 4.5% to 3%. In addition, on July 1, 2026, Decree No. 566/2026 implemented additional reductions in export duties on certain industrial products, including products from the automotive and petrochemical sectors, with immediate elimination for certain tariff positions and a gradual reduction schedule for others.
Regarding export duties, the Executive Branch has not had the authority to increase the applicable export duty rate as from January 1, 2022. In this sense, any export duty applied by the Federal Executive without the due delegation of faculties assigned by the legislature would be rendered unconstitutional by judicial courts. Although the Executive Branch does not have any delegated powers to change export duties, during 2024, 2025 and 2026 there have been successive reductions across multiple sectors (agricultural commodities, dairy, meat products, fruits, steel, automotive, petrochemical and machinery industries) implemented by the Federal Executive to promote exports and improve the competitiveness of the Argentine economy.
Stages of development of our products
Our results of operations will vary depending on the stage of development of our products and technologies. Some of our products are currently in the early stages of development and our historical operating results are not indicative of the operating results we expect to experience in later stages of product development. As we are able to advance such technologies and products through the development and regulatory phases to commercial launch, we expect our revenues and cash flows to increase.
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Our costs are also impacted by the stage of development of our products and technologies, requiring, for example, expenditures in the research, development, and regulatory phases of a product without corresponding revenue generation until commercial launch. Product development expenses may fluctuate from period to period and may also increase if we choose to accelerate certain product development programs or any regulatory or commercialization process with respect to one or more of our crop productivity products in development stage.
Regulatory environment
Our results of operations will vary depending on the speed in which we are able to obtain regulatory approvals for our products and the cost associated with securing such approvals. The degree of regulation to which we are subject varies by jurisdiction and activity. Our ability to sell our technologies and products depends on our ability to obtain and maintain necessary authorizations, permits and regulatory approvals in the markets in which we operate. See “Item 3. Key Information —D. Risk Factors —Risks Related to our Business and Strategy—Our business and the commercialization of our products currently in development are subject to various government regulations and we or our collaborators may be unable to obtain, or may face delays in obtaining, necessary regulatory approvals. In addition, if we are unable to comply with applicable regulatory regimes, we may not be able to sell our products in certain jurisdictions.”
Results of operations
We have based the following discussion on our consolidated financial statements for the years ended June 2026, 2025 and 2024 included elsewhere in this report. You should read it along with these financial statements, and it is qualified in its entirety by reference to them.
Discontinued operations
On January 20, 2026, the Pro Farm Foreclosure was conducted with respect to the Pro Farm collateral assets. Please see “Item 4. Information on the Company—Significant Transactions.”
As a result of the related foreclosure process, the disposal qualified as a discontinued operation in accordance with IFRS 5. Consequently,
| ● | the results of the discontinued operation have been presented separately from continuing operations in the consolidated statements of profit or loss and other comprehensive income; |
| ● | the assets and liabilities related to the discontinued operation have been presented separately in the consolidated statement of financial position (“assets and liabilities subject to foreclosure”). |
| ● | 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. |
Unless otherwise indicated, results of operations are presented on the basis of continuing operations.
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Comparison of the years ended June 30, 2026 and 2025
The table below illustrates our results of operations for the years ended June 30, 2026 and 2025.
| For the years ended June 30, | |||
2026 | | 2025(1) | ||
(in millions of US$) | ||||
Revenues from contracts with customers and initial recognition and changes in the fair value of biological assets at the point of harvest | 238.3 | 289.4 | ||
Cost of sales |
| (155.1) |
| (184.4) |
Gross Profit |
| 83.2 |
| 105.0 |
Research and development expenses |
| (11.0) |
| (9.5) |
Selling, general and administrative expenses |
| (71.2) |
| (93.7) |
Share of profit or loss of joint ventures and associates |
| 0.2 |
| (1.1) |
Changes in the net realizable value of agricultural products after harvest |
| (0.3) |
| (1.5) |
Other income or expenses, net | (24.2) | 7.4 | ||
Operating loss |
| (23.4) |
| 6.6 |
Net financial costs |
| (52.1) |
| (53.1) |
Loss before income tax |
| (75.5) |
| (46.5) |
Income tax |
| (7.0) |
| (2.6) |
Loss of the year from continuing operations | (82.4) | (49.1) | ||
Discontinued operations | (0.2) | (9.7) | ||
Loss related to foreclosure | (181.3) | — | ||
Loss of the year from discontinuing operations | (181.5) | (9.7) | ||
Loss of the year | (263.9) | (58.8) | ||
Other comprehensive (loss) income from continued operations(2) | 2.5 | (0.7) | ||
Total comprehensive profit (loss) | (261.4) | (59.6) | ||
Non-IFRS measure(3) |
|
| ||
Adjusted EBITDA (continuing operations) (unaudited) |
| 25.5 |
| 28.9 |
Notes: —
(1) | Figures for the year ended June 30, 2025 have been recast to reflect the classification of Pro Farm as discontinued operations in accordance with IFRS 5. |
(2) | Includes (i) exchange differences on translation of foreign operations from joint ventures, (ii) exchange differences on translation of foreign operations, (iii) revaluation of property, plant and equipment, net of tax from joint ventures and (iv) revaluation of property, plant and equipment, net of tax. |
(3) | We define Adjusted EBITDA as profit/(loss) exclusive of financial income/(costs), income tax benefit/(expense), depreciation, amortization, share-based compensation, and non-recurring, restructuring and transaction-related expenses. Adjusted EBITDA is a non-IFRS measures. For a complete presentation of the reconciliation, see the section entitled “—Non-IFRS Financial Measures.” |
Revenues from contracts with customers and initial recognition and changes in the fair value of biological assets at the point of harvest
Total revenue decreased by US$51.1 million, or 18%, totaling US$238.3 million for the year ended June 30, 2026, from US$289.4 million for the year ended June 30, 2025.
Crop Protection. Revenue decreased by US$23.0 million, or 16%, from US$146.7 million for the year ended June 30, 2025. The decrease was primarily driven by an US$9.0 million decline in adjuvant sales in Argentina and Brazil, reflecting a 22% decrease in volumes; a US$6.9 million decline in seed crop protection product sales, mainly due to lower sales of seed treatment products, for which volumes decreased by 13%; and a US$7.1 million decline in other crop protection products and services.
Crop Nutrition. Revenue decreased by US$1.9 million, or 2%, to US$77.0 million for the year ended June 30, 2026, from US$78.9 million for the year ended June 30, 2025. Revenue remained broadly stable, as growth in microbeaded fertilizers, primarily in Argentina and driven largely by increased volumes sold, substantially offset lower inoculant sales, mainly reflecting the reduced contribution from the Syngenta agreement.
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Seed and Integrated Products. Revenue decreased by US$26.2 million, or 41%, to US$37.7 million for the year ended June 30, 2026, from US$63.9 million for the year ended June 30, 2025. The decrease reflected the continued reduction in Seeds, and HB4-related activities consistent with the business model transition implemented during the year.
Gross profit
Gross profit decreased by US$21.9 million, or 21% for the year ended June 30, 2026, compared to US$105.0 million for the year ended June 30, 2025
Crop Protection. Gross profit decreased by US$7.7 million, or 15% to US$42.0 million for the year ended June 30, 2026, from US$49.7 million for the year ended June 30, 2025. The decrease was broadly consistent with the decline in revenue, while gross margin remained stable at 34%.
Crop Nutrition. Gross profit decreased by US$12.4 million, or 34%, to US$23.7 million for the year ended June 30, 2026, from US$36.2 million for the year ended June 30, 2025. Although the contribution from micro beaded fertilizers increased in line with sales, driven by a 33% increase in volumes sold, the benefit was moderated by a 13% reduction in average selling prices. Nevertheless, this improvement was more than offset by a lower contribution from the Syngenta agreement.
Seed and Integrated Products. Gross profit decreased by US$1.7 million or 9% to US$17.4 million for the year ended June 30, 2026, from US$19.1 million for the year ended June 30, 2025. Despite the significant decline in revenue, gross profit decreased only modestly, reflecting the continued shift away from lower-margin seed and HB4-related activities and the increased contribution from seed treatment packs.
Research and development expenses
Research and development expenses increased to US$11.0 million in the year ended June 30, 2026, compared to US$9.5 million for the year ended June 30, 2025, primarily reflecting higher professional and outsourced services and materials, partially offset by lower personnel expenses. Depreciation and amortization expenses and share-based incentives included were $5.5 million, compared to $5.0 million in prior year.
Selling, general and administrative expenses
Selling, general and administrative expenses decreased by US$22.5 million, to US$71.2 million for the year ended June 30, 2026, from US$93.7 million for the year ended June 30, 2025. Variable expenses declined 38% and fixed expenses declined 19%, with both decreasing as a percentage of revenues, reflecting the cumulative impact of the cost actions implemented during the year. The improvement was mainly driven by lower freight, storage and tax expenses within variable costs, and reductions in personnel expenses, including share-based incentive compensation, together with lower advertising and marketing expenses within fixed costs.
Share of profit or loss of joint ventures and associates
The result from our share in the profit of joint ventures and associates increased by US$1.3 million, shifting from a loss of US$1.1 million in the fiscal year ended June 30, 2025. This improvement was primarily driven by a higher contribution from Synertech Industrias S.A., which generated income of US$0.8 million during the year ended June 30, 2026, compared to a loss of US$0.4 million in fiscal year 2025. This favorable performance was partially offset by losses attributable to Natal Agro S.R.L. of US$0.5 million and Trigall Genetics S.A. of US$0.1 million during the year ended June 30, 2026.
Changes in the net realizable value of agricultural products after harvest
The loss in net realizable value of agricultural products after harvest decreased by US$1.2 million, totaling a loss of US$0.3 million for the year ended June 30, 2026, compared to US$1.5 million for the year ended June 30, 2025 due to more favorable post-harvest grain price conditions.
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Other income or expenses
Other expenses totaled US$24.2 million for the year ended June 30, 2026, compared to other income of US$7.4 million for the year ended June 30, 2025. The unfavorable year-over-year variation was mainly attributable to the impairment of intangible related to HB4 assets of US$15.6 million, impairments of other receivables of US$7.7 million, and the recognition of other contingencies of US$3.5 million during the year ended June 30, 2026, combined with the absence of the gain on sale of intangible assets recognized of US$7.7million in fiscal year 2025.
Financial results
Financial costs increased by US$14.8 million, or 59%, to US$39.9 million for the year ended June 30, 2026, from US$25.1 million for the year ended June 30, 2025. This increase was mainly driven by higher interest expense of US$13.5 million, reflecting our financing structure during the period, together with a US$1.3 million increase in financial commissions.
Other financial loss decreased by US$15.9 million to US$12.1 million for the year ended June 30, 2026, compared to a loss of US$28.0 million for the year ended June 30, 2025. The improvement was primarily attributable to lower losses from changes in the fair value of financial assets and liabilities of US$13.0 million and lower net foreign exchange losses of US$4.4 million, partially offset by higher prepayment premium fees of US$1.2 million and an inflation effect on monetary items of US$0.2 million. The favorable variation in the fair value of financial assets and liabilities was largely driven by the absence of the impact recognized in year ended June 30, 2025 in connection with amendments to the Secured Notes, which resulted in a non-cash increase of approximately US$14.5 million in the principal of the debt.
Income tax
Income tax expense increased to US$7.0 million for the year ended June 30, 2026, from US$2.6 million for the year ended June 30, 2025.
The income tax expense was calculated by applying the tax rate in force in the respective countries, as follows:
Weighted average | Income tax for | |||||
Earnings before | applicable tax | the year | ||||
For the year ended June 30, 2026 | | income tax-rate | | rate | | ended June 30, 2026 |
Tax Jurisdiction |
| |
| |
| |
Low or null taxation jurisdictions |
| (22,958,240) |
| — |
| — |
Profit-making entities |
| 4,635,787 |
| 35.0 | % | (1,622,525) |
Loss-making entities |
| (57,157,833) |
| 26.5 | % | 15,164,566 |
Total |
| (75,480,286) |
| |
| 13,542,041 |
| | Weighted average | | Income tax for | ||
Earnings before | applicable tax | the year | ||||
For the year ended June 30, 2025 | income tax-rate | rate | ended June 30, 2025 | |||
Tax Jurisdiction | ||||||
Low or null taxation jurisdictions | (9,187,121) | — | — | |||
Profit-making entities |
| — |
| — | — | |
Loss-making entities |
| (37,330,401) |
| 29.7 | % | 11,096,151 |
Total |
| (46,517,522) |
|
| 11,096,151 |
The theoretical tax amount, calculated using the weighted average tax rate applicable to the profits of consolidated entities, changed from US$11.1 million for the year ended June 30, 2025, to US$13.5 million for the year ended June 30, 2026. This change was primarily driven by the increase in taxable profits generated by profit-making entities during fiscal 2026. In contrast, the tax benefit of US$11.1 million recorded in 2025 reflected the predominance of losses incurred during the period, with no offsetting taxable profits generated by profit-making entities.
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The tax on our profit or loss before tax differs from the theoretical amount that would result from applying the weighted average tax rate to the profits of the consolidated entities. For the year ended June 30, 2026, the difference is mainly explained by the derecognition of US$13.3 million in tax loss carryforwards primarily as a result of a reassessment of the recoverability of such tax attributes in light of changes to the HB4 program’s business model and the need to reposition our business and product portfolio following the loss of the Pro Farm business, as well as US$5.5 million of non-deductible expenses mainly related to allowance and contingency charges.
Loss for the year from continuing operations
As a result of the foregoing, loss from continuing operations for the year ended June 30, 2026 totaled US$82.4 million compared to a loss of US$49.1 million for the year ended June 30, 2025.
Loss from discontinued operations
The loss from discontinued operations for the year ended June 30, 2026 totaled $181.5 million compared to a loss of US$9.7 million for the year ended June 30, 2025. The increase of US$171.8 million was primarily driven by the Pro Farm Foreclosure. In connection with the foreclosure sale, an affiliate of the holders of the Secured Notes acquired the foreclosed assets through a US$15.0 million credit bid, less US$1.4 million in court-awarded expenses. As the carrying value of the net assets subject to foreclosure was approximately US$194.9 million, the transaction resulted in an impairment loss of approximately US$181.3 million.
Other comprehensive profit / (loss) from continuing operations
Other comprehensive profit total$2.5 million mainly driven by a US$2.6 million gain from the revaluation of property, plant and equipment, net of tax. This gain was partially offset by foreign currency translation losses of US$0.1 million arising from the translation of foreign operations, compared to losses of US$0.7 million in the prior fiscal year
Total comprehensive loss
As a result of the foregoing, we recorded a total comprehensive loss of US$261.4 million for the year ended June 30, 2026, compared to a total comprehensive loss of US$59.6 million for the year ended June 30, 2025.
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Comparison of the years ended June 30, 2025 and 2024
The table below illustrates our results of operations for the years ended June 30, 2025 and 2024.
| For the years ended June 30, | |||
| 2025(1) | | 2024(1) | |
(in millions of US$) | ||||
Revenues from contracts with customers and initial recognition and changes in the fair value of biological assets at the point of harvest |
| 289.4 |
| 420.4 |
Cost of sales |
| (184.4) |
| (263.0) |
Gross Profit |
| 105.0 |
| 157.4 |
Research and development expenses |
| (9.5) |
| (8.4) |
Selling, general and administrative expenses |
| (93.7) |
| (97.0) |
Share of profit or loss of joint ventures and associates |
| (1.1) |
| 4.0 |
Changes in the net realizable value of agricultural products after harvest |
| (1.5) |
| (2.4) |
Other income or expenses, net | 7.4 | (1.5) | ||
Operating profit |
| 6.6 |
| 52.1 |
Net financial costs |
| (53.1) |
| (29.9) |
(Loss) / profit before income tax |
| (46.5) |
| 22.3 |
Income tax |
| (2.6) |
| (6.6) |
(Loss) / profit from continuing operations |
| (49.1) |
| 15.7 |
Discontinued operations | (9.7) | (8.4) | ||
Loss / profit for the year | (58.8) | 7.3 | ||
Other comprehensive income / (loss) from continued operations(2) |
| (0.7) |
| (0.8) |
Total comprehensive (loss) / profit |
| (59.6) |
| 6.5 |
Non-IFRS measures(3) |
|
| | |
Adjusted EBITDA (continued operations) (unaudited) |
| 28.9 |
| 76.8 |
Notes:—
| (1) | Figures for the years ended June 30, 2025 and 2024 have been recast to reflect the classification of Pro Farm operations as discontinued operations in accordance with IFRS 5. |
| (2) | Includes (i) exchange differences on translation of foreign operations from joint ventures, (ii) exchange differences on translation of foreign operations, (iii) revaluation of property, plant and equipment, net of tax from joint ventures and (iv) revaluation of property, plant and equipment, net of tax. |
| (3) | We define Adjusted EBITDA as profit/(loss) exclusive of financial income/(costs), income tax benefit/(expense), depreciation, amortization, share-based compensation, and non-recurring, restructuring and transaction-related expenses. Adjusted EBITDA is a non-IFRS measures. For a complete presentation of the reconciliation, see the section entitled “—Non-IFRS Financial Measures.” |
Revenues from contracts with customers and initial recognition and changes in the fair value of biological assets at the point of harvest
Total revenue decreased by US$131.0 million, or 31%, totaling US$289.4 million for the year ended June 30, 2025, compared to our total revenue of US$420.4 for the year ended June 30, 2024. We faced severe challenges in Argentina, one of our key markets, during the year ended June 30, 2025, driven by a combination of factors: (i) extraordinary prior-year sales linked to local currency devaluation, which led distribution channels to accumulate inventories beyond short-term needs; (ii) deteriorating on-farm economics; and (iii) constrained financing availability across the agricultural sector.
Crop Protection. Total revenue decreased by US$51.6 million, or 26%, to US$146.7 million for the year ended June 30, 2025, compared to US$198.2 million for the year ended June 30, 2024. The decrease was primarily attributable to lower sales of third-party products and services in Argentina, which represented US$45.0 million of the total decline, reflecting our strategic shift toward higher-margin proprietary technologies. Additionally, revenue from seed crop protection products decreased by US$6.0 million, or 17%, to US$28.9 million in fiscal 2025 from US$34.9 million in fiscal 2024.
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Crop Nutrition. Total revenue decreased by US$46.9 million, or 37%, to US$78.9 million for the year ended June 30, 2025, compared to our total revenue of US$125.8 million for the year ended June 30, 2024. The decrease was primarily driven by a sharp contraction in micro-beaded fertilizer sales, attributed to reduced corn acreage in Argentina early in the year. This was further compounded by unfavorable farm economics and elevated channel inventories, which constrained purchasing behavior throughout the season and led to a 39% drop in sales volume. The expected reduction of US$15.7 million related to the Syngenta downpayment further weighed on comparisons.
Seed and Integrated Products. Total revenue decreased by US$32.5 million, or 34%, to US$63.9 million for the year ended June 30, 2025, compared to our total revenue of US$96.4 million for the year ended June 30, 2024. The decline reflects the ongoing transition of the HB4 business model toward strategic partnerships. Reduced volumes from HB4 business accounted for US$31.7 million of total segment sales, highlighting the impact of this shift on overall performance.
Gross profit
Gross profit decreased by US$52.3 million, or 33%, to US$105.0 million for the year ended June 30, 2025, from US$157.4 million for the year ended June 30, 2024. The decrease reflects lower sales across all segments, including a US$15.7 million year-over-year reduction from the Syngenta agreement that carried a 100% gross margin in the year ended June 30, 2024. Even in this challenging context, gross profit performance broadly tracked sales, and the full-year gross margin held stable compared to the prior year. This reflects the relative resilience of the higher-margin proprietary products, where we retained market share and, in some international markets, achieved modest gains.
Crop Nutrition. The Syngenta license payment carries a 100% gross margin; therefore, the US$15.7 million decline had a direct and full impact on gross profit, reducing both the segment’s total gross profit and average gross margin compared to the prior year. Additionally, as described above, the segment was negatively affected by lower fertilizer volumes, which were the primary driver of the overall decline. Margin pressure was further intensified by pricing headwinds resulting in segment margins declining from 50% to 46%.
Crop Protection. The decline in gross profit was consistent with lower sales, though less pronounced, resulting in an improved gross margin for the segment. This improvement was mainly driven by a reduction in the commercialization of low-margin third-party products, along with a more favorable product mix. Adjuvants saw a modest margin improvement, further supporting the overall margin expansion.
Seed and Integrated Products. The decrease in gross profit was consistent with the decline in sales and reflects the planned wind-down of the seed business. This transition is part of our strategic shift toward partnerships and trait development, while continuing to sell through existing grain and seed inventories.
Research and development expenses
Research and development expenses, which include ongoing efforts to maintain and continuously update our existing product portfolio, increased to US$9.5 million in the year ended June 30, 2025, compared US$8.4 million for the year ended June 30, 2024. The increase reflects a refocusing of resources to prioritize initiatives that balance our long-term growth prospects with nearer-term profitability opportunities.
Selling, general and administrative expenses
Selling, general and administrative expenses decreased by US$3.3 million, to US$93.7 million for the year ended June 30, 2025, from US$97.0 million for the year ended June 30, 2024. The figure reflects a US$6.3 million increase in impairment of receivables, mainly associated with non-recurring events in Bolivia and the HB4 business, and US$3.5 million in one-time workforce streamlining costs, which offset savings achieved through cost-control initiatives and lower variable costs resulting from reduced sales activity.
Share of profit or loss of joint ventures and associates
The result from our share in the profit of joint ventures and associates declined by US$5.2 million, shifting from a profit of US$4.0 million in the fiscal year ended June 30, 2024, to a loss of US$1.1 million in the fiscal year ended June 30, 2025. This loss was primarily driven by an accrued loss of US$4.1 million related to Synertech and a US$0.7 million loss from our participation in Trigall Genetics.
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Changes in the net realizable value of agricultural products after harvest
The loss in net realizable value of agricultural products after harvest decreased by US$0.8 million, totaling US$1.5 million for the year ended June 30, 2025, compared to US$2.4 million in the prior year. This reduction reflects the changes in the fair value of agricultural products.
Other income or expenses
Other income totaled US$7.4 million for the year ended June 30, 2025, compared to other expenses of US$1.5 million for the year ended June 30, 2024. This improvement reflects the favorable outcome of a transaction involving non-core soybean traits and intellectual property assets. In exchange of Soy ANF trait and a cash payment of US$0.8 million, we received (i) RG and OX Wheat Patents and RS exclusive rights; (ii) the cancellation of all Royalty Payments, which included 25% of the Net Wheat Technology Licensing Revenues and 6% of the Net HB4 Soybean Revenues up to US$10 million; and (iii) the release from any Performance Benchmark Obligations related to the RG, OX, and RS Varieties which amounted to US$8.1 million. This transaction resulted in the accounting of a gain from the exchange of intangible assets of US$7.5 million.
Financial results
Financial costs increased by US$0.3 million, or 1%, to US$25.1 million for the year ended June 30, 2025 from US$24.8 million for the year ended June 30, 2024, primarily due to higher interest expenses stemming from higher market interest rates in Argentina and Brazil as well as the revised terms of the Convertible Secured Guaranteed Notes.
Other financial loss increased by US$23.0 million to US$28.0 million for the year ended June 30, 2025, compared to a loss of US$5.1 million for the year ended June 30, 2024. Results mainly reflect the impact of amendments to the Secured Notes, which resulted in a non-cash increase in the principal balance of US$14.5 million and an accrued prepayment fee of US$4.8 million.
Income tax
Income tax expense decreased to US$2.6 million for the year ended June 30, 2025, from US$6.6 million for the year ended June 30, 2024.
The income tax expense was calculated by applying the tax rate in force in the respective countries, as follows:
Weighted | Income tax for | |||||
Earnings before | average applicable | the year ended | ||||
For the year ended June 30, 2025 | | income tax-rate | | tax rate | | June 30, 2025 |
Tax Jurisdiction |
| |
| |
| |
Low or null taxation jurisdictions |
| (9,187,121) |
| — |
| — |
Loss-making entities |
| (37,330,401) |
| 29.7 | % | 11,096,151 |
Total |
| (46,517,522) |
| — |
| 11,096,151 |
| | Weighted | | Income tax for | ||
Earnings before | average applicable | the year ended | ||||
For the year ended June 30, 2024 | income tax-rate | tax rate | June 30, 2024 | |||
Tax Jurisdiction | ||||||
Low or null taxation jurisdictions | 10,464,257 | — | — | |||
Profit-making entities |
| 30,435,214 |
| 34.7 | % | (10,560,379) |
Loss-making entities |
| (18,643,684) |
| 30.5 | % | 5,677,906 |
Total |
| 22,255,787 |
| — |
| (4,882,473) |
The theoretical tax amount, calculated using the weighted average tax rate applicable to the profits of consolidated entities, shifted from a loss of US$4.9 million for the year ended June 30, 2024, to a gain of US$11.1 million for the year ended June 30, 2025. This change was primarily driven by a US$9.2 million loss in jurisdictions with low or no taxation, and by higher losses totaling US$37.3 million in other entities where the average applicable tax rate was 29.7% in 2025. In contrast, the US$4.9 million expense recorded in 2024 reflected a US$10.6 million gain in low or no-tax jurisdictions, lower losses in loss-making entities—resulting in a US$5.7 million tax benefit at an average tax rate of 30.5%—and a US$30.4 million gain from profit-making entities, which, at a 34.7% tax rate, led to a US$10.6 million income tax charge.
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The tax on our profit or loss before tax differs from the theoretical amount that would result from applying the weighted average tax rate to the profits of the consolidated entities. For the year ended June 30, 2025, the difference is mainly explained by the derecognition of US$10.9 million in tax loss carryforwards primarily due to a shift in the HB4 program’s business model affecting the allocation of taxable profits, as well as US$3.1 million in non-deductible expenses related to unpaid royalties with affiliates and changes in allowances. For year ended June 30, 2024, the difference is mainly explained by non-deductible expenses of US$1.9 million, stock options changes of US$1.4 million offset by US$1.4 million of share results in joint ventures.
Profit or Loss from continuing operations
As a result of the foregoing, loss from continuing operations for the year ended June 30, 2025 totaled $49.1 million compared to a profit of US$15.7 million for the year ended June 30, 2024.
Loss from discontinued operations
Loss from discontinued operations totaled US$9.7 million for the year ended June 30, 2025, compared to a loss of US$8.4 million for the year ended June 30, 2024. The US$1.3 million increase in loss was primarily attributable to a higher operating loss resulting from lower gross margins from discontinued operations.
Other comprehensive loss from continuing operations
Other comprehensive loss stood almost flat at US$0.7 million for the year ended June 30, 2025. The loss for the year ended June 30, 2025, and 2024, was entirely explained by foreign exchange differences on translation of foreign operations.
Total comprehensive income
As a result of the foregoing, we recorded a total comprehensive loss of US$59.6 million for the year ended June 30, 2025, compared to an income of US$6.5 million for the year ended June 30, 2024.
Non-IFRS Financial Measures
We supplement the use of IFRS financial measures in this report with non-IFRS financial measures, including Adjusted EBITDA.
These non-IFRS measures should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS and may be different from non-IFRS measures used by other companies. In addition, these non-IFRS measures are not based on any comprehensive set of accounting rules or principles. Non-IFRS measures have limitations in that they do not reflect all of the amounts associated with our results of operations as determined in accordance with IFRS. These non-IFRS financial measure should only be used to evaluate our results of operations in conjunction with the most comparable IFRS financial measures.
Unless otherwise indicated, all non-IFRS financial measures contained in this annual report are presented on the basis of continuing operations only, which excludes the Pro Farm operations, following the Pro Farm Foreclosure. See “Item 4. Information on the Company—Significant Acquisitions—Pro Farm Merger and Foreclosure.”
Adjusted EBITDA
We define Adjusted EBITDA as profit/(loss) exclusive of financial income/(costs), income tax benefit/(expense), depreciation, amortization, share-based compensation, and non-recurring, restructuring and transaction-related expenses.
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We believe that Adjusted EBITDA provides useful supplemental information to investors about us and our results. Adjusted EBITDA is among the measures used by our management team to evaluate our financial and operating performance and make day-to-day financial and operating decisions. In addition, similarly titled measures are frequently used by our competitors, rating agencies, securities analysts, investors and other parties to evaluate companies in our industry. We also believe that Adjusted EBITDA is helpful to investors because it provides additional information about trends in our core operating performance prior to considering the impact of capital structure, depreciation, amortization and taxation on our results. Adjusted EBITDA should not be considered in isolation or as a substitute for other measures of financial performance reported in accordance with IFRS. Adjusted EBITDA has limitations as an analytical tool, including:
| ● | Adjusted EBITDA does not reflect changes in, including cash requirements for, our working capital needs or contractual commitments; |
| ● | Adjusted EBITDA does not reflect our financial expenses, or the cash requirements to service interest or principal payments on our indebtedness, or interest income or other financial income; |
| ● | Adjusted EBITDA does not reflect our income tax expense or the cash requirements to pay our income taxes; |
| ● | although depreciation and amortization are non-cash charges, the assets being depreciated or amortized often will need to be replaced in the future, and Adjusted EBITDA does not reflect any cash requirements for the replacements; |
| ● | although share-based compensation is a non-cash charge, Adjusted EBITDA does not consider the potentially dilutive impact of share-based compensation; and |
| ● | other companies may calculate Adjusted EBITDA, and similarly titled measures differently, limiting its usefulness as a comparative measure. |
We compensate for the inherent limitations associated with using Adjusted EBITDA through disclosure of these limitations, presentation of our consolidated financial statements in accordance with IFRS and reconciliation of Adjusted EBITDA to income/(loss) for the period or year, which is the most directly comparable IFRS measure.
The table below provides a reconciliation of our income or loss for the period/year to Adjusted EBITDA:
Year Ended June 30, | ||||||
| 2026 | | 2025 | | 2024 | |
(in millions of US$) | ||||||
Reconciliation of Net Loss (continuing operations) to Adjusted EBITDA (continuing operations): |
| |
| |
| |
Profit (Loss) |
| (82.4) |
| (49.1) |
| 15.7 |
Income tax |
| 7.0 |
| 2.6 |
| 6.6 |
Financial results |
| 52.1 |
| 53.1 |
| 29.9 |
Depreciation of property, plant and equipment |
| 9.2 |
| 9.0 |
| 6.8 |
Amortization of intangible assets |
| 6.5 |
| 6.1 |
| 5.0 |
Share-based incentive |
| 0.2 |
| 3.7 |
| 12.8 |
Non-recurring, restructuring and transaction-related(1) | 33.0 | 3.4 | 0.1 | |||
Adjusted EBITDA (continuing operations) (unaudited) |
| 25.5 |
| 28.9 |
| 76.8 |
Notes:—
| (1) | Includes (i) impairment of intangible assets and goodwill of US$15.6 million, (ii) impairment of other receivables from joint ventures and associates of US$7.7 million, (iii) other contingencies related to provision for Rizobacter acquisition-related contingent obligations of $3.5 million; and (iv) other restructuring and transaction-related expenses of $6.2 million mainly related to expenses associated with the Secured Notes litigation and costs incurred in connection with the restructuring and transition of the HB4 business model. |
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B.Liquidity and Capital Resources
Overview
Since our inception, we have funded our operations primarily with sales of our products and borrowings, including the issuance of notes and corporate bonds. Our principal use of cash is to fund our operations, investments in intangible assets, expenditures in property, plant and equipment, working capital requirements and repayment of debt obligations.
As of June 30, 2026, our total indebtedness was US$229.2 million, of which US$169.2 million matures in the fiscal year ending June 30, 2027, including US$122.0 million related to the Secured Notes classified as current liabilities and approximately US$27 million of additional indebtedness classified as current as a result of covenant breaches and change-of-control provisions set forth in the relevant agreements. This classification reflects the acceleration of the Secured Notes and the noteholders’ enforcement actions following events of default under the Convertible Note Purchase Agreement and the Non-Convertible Note Purchase Agreement, which resulted in the outstanding amounts becoming immediately due and payable. See Note 7.13 to our audited consolidated financial statements included elsewhere in this annual report.
As of June 30, 2026, our cash and cash equivalents amounted to US$11.2 million, and we held other current financial assets that amounted to US$1.0 million.
We are actively pursuing several alternatives to address our current financial situation. Notably, in Argentina, we successfully completed a restructuring of US$74.3 million of our financial debt. Although, as of June 30, 2026, the measurement date, certain financial covenants were not met, and we are currently in discussions with relevant lenders regarding covenant non-compliance and potential waivers or other arrangements. In addition to ongoing discussions regarding new long-term financing facilities, management is evaluating alternatives to optimize the utilization of its fixed assets, pursue potential asset dispositions, and assessing equity financing opportunities. Concurrently, the Group has achieved meaningful progress in improving working capital efficiency and aligning its cost structure with current market conditions.
The generation of cash flow over the next twelve months depends on the success of these initiatives, which cannot be guaranteed as they rely on factors not entirely within our control. See Note 2 to our audited consolidated financial statements included elsewhere in this report.
Our ability to generate cash is subject to our performance, general economic conditions, industry trends and other factors. To the extent that our existing cash and cash equivalents are insufficient to fund our future activities and requirements, we may need to raise additional funds through public or private equity or debt financing. If we issue equity or convertible securities in order to raise additional funds, our existing shareholders may experience substantial dilution. If we raise cash through the issuance of indebtedness, we may be subject to additional contractual restrictions on our business. We cannot assure the investor that we would be able to raise additional funds on favorable terms or at all.
Cash Flows
Set forth below is a comparative discussion of our cash flows, which includes cash flows from discontinued operations.
Statement of Cash Flows
The tables below illustrate our statement of cash flows for the years ended June 30, 2026, 2025 and 2024:
Year Ended June 30, | ||||||
| 2026 | | 2025 | | 2024 | |
(in millions of US$) | ||||||
Statement of cash flows | |
| |
| | |
Net cash flows generated by operating activities | 77.2 |
| 41.3 |
| 30.9 | |
Net cash flows used in investing activities | (3.8) |
| (2.4) |
| (22.7) | |
Net cash flows (used in) generated by financing activities | (81.6) |
| (52.7) |
| (8.3) | |
Net decrease in cash and cash equivalents from continuing operations | (8.2) | (13.8) | (0.1) | |||
Net (decrease) / increase in cash and cash equivalents from discontinued operations | (10.3) | 6.9 | 3.0 | |||
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As a result of the conditions described above, we currently rely primarily on cash generated from operating activities to meet financial obligations. We cannot provide assurance that funds from operations, the availability of liquid financial assets, and our access to external borrowing through the financial markets will be sufficient to satisfy our working capital needs, finance our planned capital spending program, service our debt obligations, and address short-term changes in business conditions over the next twelve months without securing additional financing or successfully implementing our restructuring initiatives.
Our financial statements for the year ended June 30, 2026, state the uncertainty surrounding our ability to secure additional financing contributes to material uncertainty that raises substantial doubt regarding our ability to continue as a going concern. If we are unable to continue as a going concern, we may have to liquidate our assets and may receive less than the value at which those assets are carried on our financial statements, and our investors may suffer the loss of all or a part of their investment. See Note 2 to our audited consolidated financial statements included elsewhere in this report.
Net cash flows generated by operating activities (continuing operations)
Cash generated by operating activities for the year ended June 30, 2026 amounted to US$77.2 million. Net loss for the year of US$82.4 million, mainly adjusted for net financial results of US$52.1 million, income tax expense of US$7.0 million, depreciation and amortization of US$15.8 million, impairment of intangible assets and goodwill of US$15.6 million, impairment losses on receivables of US$13.3 million, provisions for contingencies and inventory obsolescence of US$7.9 million and other restructuring and transaction-related expenses of $6.2 million, resulted in net cash generated from operations before changes in working capital of US$35.2 million. The remaining US$41.9 million was generated from working capital movements, primarily driven by reductions in inventories and biological assets of US$27.4 million and trade receivables of US$51.1 million, partially offset by a decrease in trade and other payables of US$39.0 million.
As of June 30, 2026, days sales outstanding and days inventory outstanding decreased by 17% and 28%, respectively, compared to June 30, 2025. Days payables outstanding also decreased by 6% during the same period. These changes reflect an overall improvement in working capital efficiency.
Cash generated by operating activities for the year ended June 30, 2025 amounted to US$41.3 million. Net loss for the year of US$49.1 million, mainly adjusted for non-cash and other items, including net financial results of US$53.1 million, income tax expense of US$2.6 million, depreciation and amortization of US$15.2 million, share-based compensation expense of US$3.7 million, restructuring and transaction-related expenses of US$3.4 million, impairment allowances of US$8.6 million, and a gain on the sale of intangible assets of US$7.6 million, resulted in net cash generated from operating activities before changes in working capital of US$31.0 million. An additional US$10.3 million was generated from working capital movements, mainly reflecting reductions in inventories and biological assets of US$36.4 million and trade receivables of US$23.8 million, partially offset by decreases in trade and other payables of US$40.9 million and income tax payments of US$7.0 million.
As of June 30, 2025, days sales outstanding increased by 11%, while days inventory outstanding decreased by 5%, compared to June 30, 2024. Days payables outstanding also increased by 5% during the same period. These movements reflect longer collection and payment cycles and improved inventory turnover.
Cash generated by operating activities for the year ended June 30, 2024 amounted to US$30.9 million. Net income for the year of US$15.6 million, mainly adjusted net financial results of US$29.9 million, income tax expense of US$6.6 million, depreciation and amortization of US$11.8 million, share-based compensation expense of US$12.8 million, and other non-cash adjustments, resulted in cash generated from operating activities before changes in working capital of US$76.8 million. Working capital movements reduced operating cash flow by approximately US$45.8 million, mainly due to an increase in trade receivables of US$40.8 million other receivables of US$5.0 million and deferred revenue and advances from customers of US$21.1 million, partially offset by reductions in inventories and biological assets of US$15.0 million and income taxes of US$4.8 million. As a result, cash generated by operating activities totaled US$30.9 million for the year ended June 30, 2024.
Net cash flows used in investing activities (continuing operations)
Cash used in investing activities (continuing operations) for the year ended June 30, 2026 totaled US$3.8 million. The net cash outflow primarily reflected US$0.9 million of net investments in property, plant and equipment and US$2.6 million of purchases and capitalized development expenditures related to intangible assets and net investment of US$0.3 million of investment in financial assets.
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Cash used in investing activities (continuing operations) for the year ended June 30, 2025 totaled US$2.4 million. The net cash outflow primarily reflected US$4.8 million of net investments in property, plant and equipment and US$5.7 million of purchases and capitalized development expenditures related to intangible assets. These outflows were partially offset by US$8.1 million of net proceeds from financial assets.
Cash used in investing activities (continuing operations) for the year ended June 30, 2024 totaled US$22.7 million. The net cash outflow primarily reflected US$8.2 million of net investments in property, plant and equipment and US$8.2 million of purchases and capitalized development expenditures related to intangible assets. These outflows were partially offset by US$6.4 million of net proceeds from financial assets.
Net cash flows used in financing activities (continuing operations)
Cash used in financing activities (continuing operations) for the year ended June 30, 2026 totaled US$81.6 million, primarily reflecting net repayments of borrowings and other financial payments of US$64.4 million, interest payments of US$13.4 million and lease liability payments of US$4.3 million. The significant use of cash in financing activities reflects the Company’s focus on reducing indebtedness and servicing its financial obligations, supported by the strong cash flows generated from operating activities during the period.
Cash used in financing activities (continuing operations) for the year ended June 30, 2025 totaled US$52.7 million, primarily reflecting net repayments of borrowings and other financial payments of US$28.1 million, interest payments of US$18.2 million and lease liability payments of US$5.4 million. The significant use of cash in financing activities reflects the Company’s focus on reducing indebtedness and servicing its financial obligations, supported by the strong cash flows generated from operating activities during the period.
Cash used in financing activities (continuing operations) for the year ended June 30, 2024 totaled US$8.3 million, primarily reflecting net proceeds of borrowings and financed payments of US$23.2, interest payments of US$24.6 million and lease liability payments of US$3.3. The financing cash outflow reflects a balanced level of borrowing and repayment activity during the year.
Indebtedness
As of June 30, 2026, our total outstanding borrowings, including interest accrued, were US$107.2 million, which consists of US$47.3 million of current borrowings, including US$46.2 million of the short-term portion of long-term loans, US$0.1 million in corporate bonds and US$1.0 million loans with related parties, US$60.0 million of non-current borrowing, which includes corporate bonds of US$38.4 million, borrowings of US$20.5 million and loans to with related parties of US$1.1 million.
Additionally, as of June 30, 2026, we had US$122.0 million from the Secured Notes classified as current. This classification reflects the acceleration of the Secured Notes and the noteholders’ enforcement actions following events of default under the Convertible Note Purchase Agreement and the Non-Convertible Note Purchase Agreement, which resulted in the outstanding amounts becoming immediately due and payable. See Note 7.13 to our audited consolidated financial statements included elsewhere in this annual report
As of June 30, 2026, our U.S. dollar-denominated indebtedness totaled US$210.6 million and carried a weighted average interest rate of 14.5%; only US$15.5 million bore a variable rate (term SOFR plus 5.15%). Our Brazilian real-denominated borrowings totaled US$18.6 million and bore a fixed weighted average interest rate of 19.3%. Our Argentine peso-denominated borrowings were not significant as of June 30, 2026.
As of June 30, 2026, US$107.2 million (or 47%) of our total outstanding borrowings were unsecured and US$122.0 million (or 53%) were secured.
Issuance of Notes
See “Item 10. Additional Information—C. Material Contracts— Issuance of Notes due 2026 and 2027.”
Public Corporate Bonds
In February 2026, Rizobacter Argentina S.A. refinanced US$3.8 million of outstanding Series VIII Class B corporate bonds, increasing the interest rate to 9.0%, extending the final maturity to 42 months from settlement and revising the amortization schedule.
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Subsequently, in June 2026, the Series IX and Series X bonds were exchanged for approximately US$36.9 million of Series XI corporate bonds, bearing a fixed annual interest rate of 9.0% and maturing in September 2029 under a staggered amortization schedule.
Financing Agreement with Cooperatieve Rabobank U.A.
In the year ended June 30, 2026, Rizobacter Argentina S.A., together with Pro Farm Technologies Oy, entered into a US$20 million financing agreement with Coöperatieve Rabobank U.A., comprising a US$3 million tranche available to Pro Farm at Term SOFR + 6.15% and a US$17 million tranche available to Rizobacter Argentina S.A. at Term SOFR + 5.15%, with principal repayable in seven semi-annual installments through June 2029. Following the loss of control of Pro Farm, we ceased to comply with the change-of-control provisions under the agreement. Accordingly, considering our joint and several liability, the $12.4 million non-current portion of the approximately $15.3 million outstanding balance was reclassified as current as of June 30, 2026. In addition, the outstanding amount borrowed by Pro Farm could also become payable by us under the joint and several liability provisions.
Debt restructuring at Rizobacter
In the year ended June 30, 2026, Rizobacter Argentina S.A. completed the refinancing of substantially all of its bank borrowings, extending maturities through 2028 and, in certain cases, 2029. The refinanced facilities generally bear fixed annual interest rates of 9%, while certain Argentine peso-denominated borrowings bear interest at TAMAR plus 5%. As of June 30, 2026, we were not in compliance with certain financial covenants and, accordingly, approximately US$14.6 million of related borrowings were reclassified as current liabilities.
C.Research and Development, Patents and Licenses, etc.
For a discussion of our research and development policy, see “Item 4. Information on the Company—B. Business Overview— In-House R&D, Technology Sourcing and Product Development Timeline and Process”. For a discussion of patent and licenses, see “Item 4. Information on the Company—B. Business Overview—Intellectual Property.”
D.Trend Information
For a discussion of trend information, see “—A. Operating Results—Factors affecting our results of operations.”
E.Critical Accounting Estimates
The preparation of our consolidated financial statements and related disclosures in accordance with IFRS requires our management to make certain judgments, 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 judgments, estimates and assumptions. The judgments, 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 discussed in our audited consolidated financial statements included elsewhere in this report.
In order to provide an understanding of the manner in which our management forms its judgments about future events, including the variables underlying our judgments, estimates and assumptions, we summarize our accounting policies in Note 4 and the critical accounting judgments and estimates in Note 5 to our audited consolidated financial statements included elsewhere in this report.
ITEM 6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
A.Directors and Senior Management
Directors
As of the date of this annual report, the following persons (with ages as of the date of this report) were the directors and executive officers of Bioceres Crop Solutions.
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Our Executive Officers and Directors
Name | | Age | Position | | Initial Appointment | |
Federico Trucco, Ph.D. |
| 49 | Chief Executive Officer and Executive Director |
| February 27, 2019 | |
Ezequiel Simmermacher |
| 40 | Chief Financial Officer |
| January 5, 2026 | |
Yogesh Mago |
| 45 | Non-Executive Director |
| July 12, 2022 | |
Antonio Simon Vumbaca |
| 55 | Non-Executive Director |
| November 5, 2025 | |
Duraiswami (“D”) Narain | 63 | Non-Executive Director | December 29, 2025 |
Note:—
| (1) | Pursuant to the First Amendment to the Convertible Note Purchase Agreement, we are obligated to nominate individuals designated by the noteholders, as reasonably acceptable to our members of the board of directors, for as long as the Convertible Notes remain outstanding. The Convertible Notes have since been accelerated and reduced to a judgment that is on appeal, as of the date of this annual report. Accordingly, the continued applicability of this provision is uncertain. |
On August 20, 2025, Mr. Lopez Lecube renounced his appointment as our Chief Financial Officer, and Scott Crocco, a member of our board of directors, was nominated solely to assist in managing our finance departments on an interim basis. On August 31, 2025, Milen Marinov and Noah Kolatch resigned from our board of directors. On October 10, 2025, Scott Croco resigned from our board of directors. On January 5, 2026, Mr. Simmermacher was appointed as our Chief Financial Officer.
Biographical information for each member of our board of directors is set forth below.
Federico Trucco. Dr. Trucco has served as chief executive officer of Bioceres SA from June 2011 until 2019 and then of Bioceres Group Limited until June 2025, and as our chief executive officer since our listing in February 2019. He previously served in various positions at INDEAR including as general manager from 2009 to 2011, director of product development from 2008 to 2009 and research team leader of the Amaranth project from 2005 to 2009. Federico Trucco received a Ph.D. in crop sciences and a CBA from the University of Illinois, a Master of Science degree in plant pathology and weed science from the Colorado State University and a bachelor’s degree in biochemistry from the Louisiana State University. In 2018, Dr. Trucco was recognized with the Konex Award for business innovation for 2008-18, one of Argentina’s most prestigious leadership prizes. He was also recognized with the EY Entrepreneur of the Year Award for Argentina in 2019. Dr. Trucco was President of the Argentine Chamber of Biotechnology from 2020 to 2024. Dr. Trucco has held or continues to hold board positions in multiple affiliated entities of Bioceres Crop Solutions Corp and Bioceres Group Ltd.
Ezequiel Simmermacher. Mr. Simmermacher has served as director of operational excellence & business development for South America at CHS Inc. since 2024. In this role, he oversaw the design and execution of strategic growth initiatives for South America. Mr. Simmermacher previously served as regional finance director for South America at CHS Inc. from 2022 to 2024 and as chief financial officer for the Southern cone region (comprising Argentina, Paraguay and Uruguay) from 2016 to 2022 and other finance roles at CHS Inc. since 2012. Prior to joining CHS Inc., Mr. Simmermacher worked at Monsanto and other agribusiness companies in Argentina. Mr. Simmermacher also served since 2020 as a director of Sitio 0 de Quequen S.A. Mr. Simmermacher received an Executive MBA from IAE Business School and a degree in Industrial Engineering from Instituto Tecnológico de Buenos Aires.
Yogesh Mago. Mr. Mago has served as our non-executive director since July 12, 2022. He has been a senior advisor for Ospraie Ag Science LLC, following the closing of the Pro Farm Merger one of our shareholders, since October 2016 and has over 15 years of experience in investing across a variety of industries globally, including agriculture, travel, consumer, transportation, industrials and real estate. Mr. Mago is the president and co-founder of Operation Water Inc., a nonprofit organization that aims to deliver sustainable access to clean water in impoverished countries through the development of scalable infrastructure projects. In addition, he is on the Advisory Board of Girl Rising, the nonprofit organization behind the worldwide social action campaign for girls’ education and empowerment. Mr. Mago has a Bachelor’s degree in Finance and International Business from New York University.
Antonio Simon Vumbaca. Mr. Vumbaca serves as our non-executive director since November 5, 2025. Mr. Vumbaca specializes in high-stakes strategies, focused on cross-border structuring, geopolitical maneuvering, and crisis arbitration. He advises sovereigns, ultra-high-net-worth families, and global enterprises. Mr. Vumbaca chairs AIG’s Board and serves as non-executive director of Elemental Altus (ELE). As multi-jurisdictional lawyer, Mr. Vumbaca delivers precision-driven leadership in governance and strategic resilience.
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Duraiswami (“D”) Narain. Mr. Narain has served as a non-executive director of RiceTec, Inc. since 2025 and as an independent non-executive director of Medi Assist Healthcare Services Ltd. since 2024. Mr. Narain is also a founding partner of AgVaya, an organisation that collaborates with agri businesses, food companies and developmental organizations to create sustainable opportunities and drive growth in smallholder agricultural markets. Mr. Narain served as vice chairman, managing director and chief executive officer of Bayer CropScience Limited from December 2018 to October 2023, and concurrently as president at Bayer South Asia and global head of smallholder farming at Bayer. He previously served as vice president and treasurer of Monsanto Company from November 2015 to October 2018, and held various senior finance and commercial roles at Monsanto from 1998, including chief executive officer of Monsanto’s India region. Mr. Narain received an MBA from the Kellogg School of Management at Northwestern University, is a chartered accountant from the Institute of Chartered Accountants of India, and holds a Bachelor of Commerce degree from the University of Madras.
B.Compensation
Remuneration of Directors and Senior Management
The aggregate compensation, including benefits in kind, accrued or paid to our senior management with respect to the year ended June 30, 2026, for services in all capacities was US$1.0 million. In addition, in the year ended June 30, 2026, the accrual expense related to share-based incentives to our directors and senior management amounted to US$0.2 million of our ordinary shares.
Annual Bonuses
The Annual Bonus is an annual cash incentive bonus awarded to certain employees and not contemplated in the Equity Compensation Plans, to tie a portion of their compensation to financial and operational objectives achievable within the applicable fiscal year according to a target. The objectives and other terms and conditions of the annual cash bonuses for all its employees are determined every year.
Equity Compensation Plans
2023 Omnibus Equity Incentive Plan
On May 12, 2023, our board of directors approved the 2023 Omnibus Equity Incentive Plan (the “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. Under the Plan, the maximum aggregate number of ordinary shares that may be issued pursuant to all awards is 1,700,000 ordinary shares. The Plan allows us to establish the terms and conditions of the equity awards granted thereunder.
Our board of directors or our Compensation Committee shall determine the manner and timing of vesting, exercise and expiration of options granted under the Plan. Option periods shall not exceed ten years, unless the option period (other than in the case of an incentive share option) would expire at a time when trading in the Shares is prohibited by our securities trading policy or a self-imposed “blackout period,” in which case options period shall be extended automatically until the 30th day following the expiration of such prohibition (so long as such extension shall not violate Section 409A of the Internal Revenue Code of 1986). We may accelerate the vesting and/or exercisability of any option, which acceleration shall not affect any other terms and conditions of such option.
Amount set aside for pension, retirement or similar benefits
The total amounts set aside or accrued by us to provide pension, retirement or similar benefits was US$0.1 million for the fiscal year ended June 30, 2026.
Director Compensation
Our board of directors has established a compensation program for non-executive directors, which consists of an annual retainer, board fees in accordance with their attendance at board meetings and committee fees for their service as members of a committee. We also reimburse our independent directors for reasonable out-of-pocket expenses incurred in connection with the performance of their duties as directors, including, without limitation, travel expenses in connection with their attendance in-person at board and committee meetings. Executive Directors do not receive any compensation for their services as directors.
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C.Board Practices
Our articles of association (the “Articles”) provide that the board of directors must be comprised of at least one member. As of June 30, 2026, our board consisted of four directors. Each of our directors will have a term that expires at our annual general meeting, or until their respective successors are duly appointed and qualified, or until their earlier resignation, removal or death. None of our directors have service contracts with us or any of our subsidiaries providing for benefits upon termination of employment.
At our annual general meeting held on January 30, 2026, four directors were appointed to serve on our board of directors through our annual general meeting to be held in 2027: (i) Federico Trucco, (ii) Duraiswami Narain, (iii) Antonio Simon Vumbaca and (iv) Yogesh Mago. In addition, our consolidated financial statements for the year ended June 30, 2025 were approved and Price Waterhouse & Co. S.R.L. (“PwC”) was reappointed as our independent registered public accounting firm.
As of June 30, 2026, our board of directors was composed of Federico Trucco, Yogesh Mago, Antonio Simon Vumbaca and Duraiswami (“D”) Narain. There have been no changes to the composition of our board of directors since June 30, 2026.
We have ceased to be a “controlled company” for purposes of the Nasdaq rules. As a result, the Nasdaq rules require that our board of directors, compensation and nominating and governance committees be independent. However, we rely on our home country’s practices, in lieu of these requirements, which do not require us to have a majority of our board of directors to be independent, permit our nominating and governance committee to be comprised of shareholder representatives and do not require us to hold regular executive sessions in which only independent directors shall be present.
Audit Committee
As of June 30, 2026, our audit committee consisted of Yogesh Mago, Duraiswami Narain and Antonio Simon Vumbaca, with Duraiswami Narain serving as the chair of the audit committee. There have been no changes to the composition of our audit committee since June 30, 2026.
Each of Yogesh Mago, Duraiswami Narain and Antonio Simon Vumbaca meets the applicable audit committee independence standards. Duraiswami Narain qualifies as an “audit committee financial expert,” as such term is defined in applicable SEC rules.
Our audit committee will, among other matters, oversee (i) our financial reporting, auditing and internal control activities; (ii) the integrity and audits of our financial statements; (iii) our compliance with legal and regulatory requirements; (iv) the qualifications and independence of our independent auditors; (v) the performance of our internal audit function and independent auditors; and (vi) our overall risk exposure and management. Duties of the audit committee will also include the following:
| ● | annually review and assess the adequacy of the audit committee charter and the performance of the audit committee; |
| ● | be responsible for recommending the appointment, retention and termination of our independent auditors and determine the compensation of the independent auditors; |
| ● | review the plans and results of the audit engagement with the independent auditors; |
| ● | evaluate the qualifications, performance and independence of the independent auditors; |
| ● | have sole authority to approve in advance all audit and non-audit services by the independent auditors, the scope and terms thereof and the fees therefor; |
| ● | review the adequacy of our internal accounting controls; and |
| ● | meet at least quarterly with our executive officers, internal audit staff and independent auditors in separate executive sessions. |
Our board of directors adopted a written charter for the audit committee, which is available free of charge on our corporate website at biocerescrops.com. The information on our website is not part of this report.
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Compensation Committee
As of June 30, 2026, our compensation committee consisted of Antonio Simon Vumbaca, Duraiswami Narain and Yogesh Mago, with Antonio Simon Vumbaca serving as the chair of the compensation committee. There have been no changes to the composition of our compensation committee since June 30, 2026.
On September 30, 2025, and October 10, 2025, Noah Kolatch and Scott Croco, respectively, resigned as members of our board of directors. On November 5, 2025, Antonio Simon Vumbaca was nominated as a new member of our board of directors. As of the date of this annual report, our compensation committee is composed by Duraiswami Narain, Yogesh Mago and Antonio Simon Vumbaca, with Antonio Simon Vumbaca serving as the chair of the compensation committee.
The compensation committee has the sole authority to retain and terminate any compensation consultant, to assist in the evaluation of employee compensation and to approve consultants’ fees and the other terms and conditions of consultants’ retention. The compensation committee will also, among other matters:
| ● | assist the board of directors in developing and evaluating potential candidates for executive officer positions and oversee the development of executive succession plans; |
| ● | administer, review and make recommendations to our board of directors regarding our compensation plans; |
| ● | annually review and approve our corporate goals and objectives with respect to compensation for executive officers and, at least annually, evaluate each executive officer’s performance in light of such goals and objectives to set his or her annual compensation, including salary, bonus and any equity and non-equity incentive compensation, subject to approval by our board of directors; |
| ● | provide oversight of management’s decisions regarding the performance, evaluation and compensation of other officers; and |
| ● | review our incentive compensation arrangements to confirm that incentive pay does not encourage unnecessary risk-taking and review and discuss, at least annually, the relationship between risk management policies and practices, business strategy and executive officer compensation. |
Nominating and Governance Committee
As of June 30, 2026, our nominating and governance committee consisted of Duraiswami Narain, Yogesh Mago and Antonio Simon Vumbaca, with Yogesh Mago serving as the chair of the nominating and governance committee. There have been no changes to the composition of our nominating and governance committee since June 30, 2026.
The nominating and governance committee will, among other matters:
| ● | evaluate the independence of directors and nominate individuals to serve as directors; |
| ● | review the committee structure of our board of directors and recommend directors to serve as members or chairs of each committee of our board of directors; |
| ● | review and recommend committee slates annually and recommend additional committee members to fill vacancies as needed; |
| ● | develop and recommend to our board of directors a set of corporate governance guidelines applicable to us and, at least annually, review such guidelines and recommend changes to our board of directors for approval as necessary; and |
| ● | oversee the annual self-evaluation of our board of directors. |
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Code of Ethics
We have adopted a Code of Ethics applicable to our directors, executive officers and employees and to the board members, employees, and officers of our controlled companies. The Code of Ethics codifies the business and ethical principles that govern all aspects of our business. A copy of the Code of Ethics will be filed with the SEC and will be provided without charge upon written request to us in writing at investorelations@biocerescrops.com. We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on Form 6-K (as required) or on our website.
Nasdaq Corporate Governance Exemptions
As a foreign private issuer incorporated in the Cayman Islands with our principal listing on the Nasdaq Capital Market, we follow the laws of the Cayman Islands, our “home country” for corporate governance practices, in lieu of the provisions of the Nasdaq Stock Market’s Marketplace Rule 5600 series that apply to the constitution of a quorum for any meeting of shareholders, the composition and independence requirements of the board of directors, the Nominations Committee and the Compensation Committee and the requirement to have regularly scheduled meetings at which only independent directors are present. The Nasdaq Stock Market’s rules also provide for the involvement of independent directors in the selection of director nominees. However, we rely on our home country practices, in lieu of these requirements, which do not require us to have a majority of our board of directors to be independent, permit our nominating and governance committee to be comprised of shareholder representatives and do not require us to hold regular executive sessions in which only independent directors shall be present. See “Item 6. Directors, Senior Management and Employees—C. Board Practices—Nominating and Governance Committee.”
The Nasdaq Stock Market’s rules require each Compensation Committee member to be an independent director for purposes of the Nasdaq Stock Market’s Marketplace Rule 5605(d)(2). However, to preserve greater flexibility in who may be appointed to the Compensation Committee, we will be relying on our home country practices, in lieu of this requirement and corporate governance practice and requirements in the Cayman Islands. Although Nasdaq Stock Market’s rules require listed companies to have regularly scheduled meetings at which only independent directors are present, we follow our home country practices instead, which do not impose such a requirement.
D.Employees
The table below shows our employees from continuing operations by role and location, as of the dates indicated, and does not include employees of our research collaborators or joint venture partners.
As of June 30, |
| ||||||
| 2026 | | 2025 | | 2024 |
| |
Management, administrative and manufacturing |
| 395 |
| 399 | 493 | ||
Sales |
| 148 |
| 201 | 268 | ||
Argentina |
| 81 |
| 123 | 178 | ||
Brazil |
| 44 |
| 46 | 54 | ||
Rest of Latin America |
| 19 |
| 21 | 24 | ||
North America, Europe and Asia |
| 4 |
| 11 | 12 | ||
Research and development services |
| 19 |
| 20 | 58 | ||
Total employees (continuing operations) |
| 562 |
| 620 | 819 | ||
Our management and administrative employees, as well as our research and development services employees are located mainly in Argentina.
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E.Share Ownership
The table below sets forth information regarding the beneficial ownership of our ordinary shares as of October 31, 2026, by our directors and senior management. For the purposes of this table, a person is deemed to have “beneficial ownership” of any ordinary shares on a given date in which the person has the right to acquire within the 60 days after such date. For the purpose of computing the percentage of outstanding ordinary shares held by each person, or group of persons, named below on a given date, any security which such person or persons have the right to acquire within 60 days after such date is deemed to be outstanding, but is not deemed to be outstanding for the purpose of computing the percentage ownership of any other person. Except as otherwise indicated, the holders listed below have sole voting and investment power with respect to all ordinary shares beneficially owned by them. They have the same voting rights as all other holders of ordinary shares.
Beneficial owners | | Number of shares | | % owned(1) |
|
Federico Trucco |
| 356,000 |
| * | |
Ezequiel Simmermacher | — | — | |||
Duraiswami Narain |
| — |
| — | |
Yogesh Mago |
| 55,399 |
| * | |
Antonio Simon Vumbaca |
| — |
| — |
Notes:—
*Less than 1%.
(1) | Percentages calculated based on 63,815,891 ordinary shares outstanding as of June 30, 2026. |
For more information on our ordinary shares and share options owned by individual Directors and by individual members of our Executive Committee see “Item 6. Directors, Senior Management and Employees—B. Compensation—Equity Compensation Plans.”
F.Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation
Not applicable.
ITEM 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
A.Major Shareholders
The table below sets forth information regarding the beneficial ownership of our ordinary shares as of October 31, 2026, by our major shareholders. For the purposes of this table, a person is deemed to have “beneficial ownership” of any ordinary shares on a given date in which the person has the right to acquire within the 60 days after such date. For the purpose of computing the percentage of outstanding ordinary shares held by each person, or group of persons, named below on a given date, any security which such person or persons have the right to acquire within 60 days after such date is deemed to be outstanding, but is not deemed to be outstanding for the purpose of computing the percentage ownership of any other person. Except as otherwise indicated, the holders listed below have sole voting and investment power with respect to all ordinary shares beneficially owned by them. They have the same voting rights as all other holders of ordinary shares.
Beneficial owners | | Number of shares | | % owned(1) |
|
5% Shareholders | |||||
Jasper Lake Ventures One LLC(2)(5) |
| 8,710,707 |
| 13.6 | % |
Bioceres LLC(3)(5) |
| 6,221,079 |
| 9.8 | % |
Ospraie Management LLC(4)(5) |
| 6,233,590 |
| 9.8 | % |
Solel Partners LP(5) |
| 4,579,364 |
| 7.2 | % |
Agriculture Investment Group Corp.(5)(6) |
| 3,722,732 |
| 5.8 | % |
Notes:—
(1) | Percentages calculated based on 63,815,891 ordinary shares outstanding as of June 30, 2026. |
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(2) | Represents (i) 397,000 ordinary shares held by Jasper Lake Ventures One LLC, a limited liability company formed under the laws of Delaware, with its registered office at 930 Sylvan Avenue, Suite 140, Englewood Cliffs, NJ, and (ii) 8,313,707 ordinary shares issuable upon the conversion of the Notes pursuant to the First Amendment to the Convertible Note Purchase Agreement, dated June 18, 2025, by and among Bioceres Crop Solutions Corp., Jasper Lake Ventures One LLC, Redwood Enhanced Income Corp, Liminality Partners LP, the Holders from time to time party thereto and Wilmington Savings Fund Society, FSB, as collateral agent. The number of ordinary shares issuable upon conversion of the Notes increases as PIK interest accrues and is compounded thereon. Noah Kolatch, a principal of Jasper Lake Ventures One LLC, may be deemed to share voting and investment power over these ordinary shares and disclaims beneficial ownership thereof except for purposes of the Exchange Act. |
(3) | Bioceres LLC is a limited liability company formed under the laws of Delaware, with its registered office at 1209 Orange Street, Wilmington, Delaware 19801-1120, County of New Castle. Bioceres LLC directly holds 3,145,000 ordinary shares and shares voting power over an additional 3,076,079 ordinary shares pursuant to the Rizobacter Shareholders’ Agreement, dated March 5, 2019, among Bioceres LLC, Pedro Enrique Mac Mullen, Maria Marta Mac Mullen and International Property Services Corp. Bioceres Group Limited was previously deemed to beneficially own these shares through its ownership and control of Bioceres S.A., the sole owner of Bioceres LLC. As disclosed in Moolec Science SA’s Forms 6-K filed with the SEC on January 22, 2026, January 23, 2026 and May 13, 2026, following the commencement of bankruptcy proceedings by Bioceres S.A. on December 26, 2025, Bioceres Group Limited lost control over Bioceres S.A. and Bioceres LLC, which were consequently deconsolidated. Accordingly, the shares beneficially owned by Bioceres LLC are no longer attributed to Bioceres Group Limited. |
(4) | Represents ordinary shares reported jointly by Ospraie Ag Science LLC, Ospraie Management, LLC, Ospraie Holding I, LP, Ospraie Management, Inc., OAS MM, LLC and Dwight Anderson. |
(5) | Beneficial ownership information is based on publicly available information, including, where applicable, the most recent Schedules 13D, 13D/A, 13G or 13G/A and other reports filed with or furnished to the SEC. Such information may not reflect subsequent changes in beneficial ownership that have not been publicly reported. |
(6) | Agriculture Investment Group Corp. may be deemed to be the beneficial owner of ordinary shares held by Granosur Holding Limited, a company incorporated under the laws of the British Virgin Islands, with its registered office at Craigmuir Chambers, Road Town, Tortola, British Virgin Islands, VG1110, which is a wholly-owned subsidiary of Agriculture Investment Group Corp. Granosur Holding Limited holds 3,722,732 ordinary shares directly. |
For more information on our ordinary shares and share options owned by individual Directors and by individual members of our Executive Committee see “Item 6. Directors, Senior Management and Employees—E. Share Ownership.”
Changes in Ownership
The following information sets forth the beneficial ownership of our shares for each person known to us based on the information most recently available to us.
We were informed of the following significant changes in the percentage ownership held by our major shareholders during the past three years:
| ● | On July 7, 2026, Agriculture Investment Group Corp. and Granosur Holding Limited, an affiliate of Agriculture Investment Group Corp., filed a Schedule 13D/A (Amendment No. 7). Agriculture Investment Group Corp. and Granosur Holding Limited reported beneficial ownership of an aggregate of 3,722,732 ordinary shares, representing 5.83% of our share capital. |
| ● | On June 1, 2026, Agriculture Investment Group Corp. and Granosur Holding Limited filed a Schedule 13D/A (Amendment No. 6). Agriculture Investment Group Corp. and Granosur Holding Limited reported beneficial ownership of an aggregate of 4,399,443 ordinary shares, representing 6.89% of our share capital. |
| ● | On April 28, 2026, Agriculture Investment Group Corp. and Granosur Holding Limited filed a Schedule 13D/A (Amendment No. 5). Agriculture Investment Group Corp. and Granosur Holding Limited reported beneficial ownership of an aggregate of 5,072,705 ordinary shares, representing 7.95% of our share capital. |
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| ● | On March 24, 2026, Agriculture Investment Group Corp. and Granosur Holding Limited filed a Schedule 13D/A (Amendment No. 4). Agriculture Investment Group Corp. and Granosur Holding Limited reported beneficial ownership of an aggregate of 5,776,807 ordinary shares, representing 9.05% of our share capital. |
| ● | On March 13, 2026, Agriculture Investment Group Corp. and Granosur Holding Limited filed a Schedule 13D/A (Amendment No. 3). Agriculture Investment Group Corp. and Granosur Holding Limited reported beneficial ownership of an aggregate of 6,877,973 ordinary shares, representing 10.8% of our share capital. |
| ● | On February 12, 2026, Draco I Latam SPC Ltd, Draco Capital Investment Management Company Ltd and Draco I Event Opportunity Segregated Portfolio filed a Schedule 13G/A. Each of the reporting persons reported beneficial ownership of zero ordinary shares, representing 0.0% of our share capital, and ceased to be the beneficial owner of more than 5% of our ordinary shares. |
| ● | On February 5, 2026, Agriculture Investment Group Corp. and Granosur Holding Limited filed a Schedule 13D/A (Amendment No. 2). Agriculture Investment Group Corp. and Granosur Holding Limited reported beneficial ownership of an aggregate of 9,113,170 ordinary shares, representing 14.36% of our share capital. |
| ● | On January 21, 2026, Fourth Sail Capital LP, Ariel Merenstein, Fourth Sail Discovery LLC, Fourth Sail Long Short LLC, Fourth Sail Capital US LP and Tordesilhas Capital Gestora De Recursos Ltda. filed a Schedule 13G/A. Fourth Sail Capital LP, Ariel Merenstein, Fourth Sail Capital US LP and Tordesilhas Capital Gestora De Recursos Ltda. reported beneficial ownership of 4,331,096 ordinary shares, representing 6.82% of our share capital. Fourth Sail Long Short LLC reported beneficial ownership of 3,841,473 ordinary shares, representing 6.05% of our share capital. Fourth Sail Discovery LLC reported beneficial ownership of 489,623 ordinary shares, representing 0.77% of our share capital. |
| ● | On January 21, 2026, Jasper Lake Ventures One LLC and Noah Kolatch, a principal of Jasper Lake Ventures One LLC, filed a Schedule 13D/A (Amendment No. 3). Each reported beneficial ownership of 8,710,707 ordinary shares, representing 12.13% of our share capital. |
| ● | On November 13, 2025, Draco I Latam SPC Ltd, Draco Capital Investment Management Company Ltd and Draco I Event Opportunity Segregated Portfolio filed a Schedule 13G/A. Each of the reporting persons reported beneficial ownership of 4,906,000 ordinary shares, representing 7.8% of our share capital. |
| ● | On November 12, 2025, BAF Latam Credit Fund B.V. filed a Schedule 13G/A. BAF Latam Credit Fund B.V. reported beneficial ownership of zero ordinary shares, representing 0.0% of our share capital, and ceased to be the beneficial owner of more than 5% of our ordinary shares. |
| ● | On November 12, 2025, Jasper Lake Ventures One LLC and Noah Kolatch, a principal of Jasper Lake Ventures One LLC, filed a Schedule 13D/A (Amendment No. 2). Each reported beneficial ownership of 8,487,972 ordinary shares, representing 11.9% of our share capital. |
| ● | On October 29, 2025, Agriculture Investment Group Corp. and Granosur Holding Limited, an affiliate of Agriculture Investment Group Corp., filed a Schedule 13D/A. Agriculture Investment Group Corp. and Granosur Holding Limited reported beneficial ownership of an aggregate of 10,694,669 ordinary shares, representing 17.05% of our share capital. |
| ● | On October 29, 2025, Agriculture Investment Group Corp. filed a Schedule 13G. Agriculture Investment Group Corp. reported beneficial ownership of an aggregate of 3,430,653 ordinary shares, representing 5.47% of our share capital. |
| ● | On October 28, 2025, Bioceres Group Limited and Bioceres LLC, an affiliate of Bioceres Group Limited, filed a Schedule 13D/A. Bioceres Group Limited reported beneficial ownership of 6,265,240 ordinary shares, representing 10% of our share capital. Bioceres LLC reported beneficial ownership of 6,221,079 ordinary shares, representing 9.9% of our share capital. Bioceres Group Limited and Bioceres LLC reported beneficial ownership of an aggregate of 6,265,240 ordinary shares, representing 10% of our share capital. |
| ● | On October 1, 2025, Jasper Lake Ventures One LLC, and Noah Kolatch, director and principal of Jasper Lake Ventures One LLC, filed a Schedule 13D/A. Jasper Lake Ventures One LLC reported beneficial ownership of 7,482,961 ordinary shares, representing 10.7% of our share capital. |
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| ● | On September 18, 2025, Bioceres Group Limited, Bioceres LLC, an affiliate of Bioceres Group Limited, and THEO I SCSp filed a Schedule 13D/A. Bioceres Group Limited reported beneficial ownership of 12,508,975 ordinary shares, representing 19.9% of our share capital. Bioceres LLC reported a holding or having the right to receive an aggregate of 12,438,190 ordinary shares, representing 19.8% of our share capital. THEO I SCSp ceased to be a reporting person under the Schedule 13D/A. |
| ● | On August 13, 2025, BAF Latam Credit Fund B.V. filed a Schedule 13G, reporting beneficial ownership of 3,461,430 ordinary shares, representing 5.5% of our share capital. |
| ● | On August 8, 2025, Jasper Lake Ventures One LLC, and Noah Kolatch, director and principal of Jasper Lake Ventures One LLC, filed a Schedule 13D. Jasper Lake Ventures One LLC reported beneficial ownership of 7,382,919 ordinary shares, representing 10.6% of our share capital. Noah Kolatch reported beneficial ownership of 7,382,919 ordinary shares, representing 10.6% of our share capital. |
| ● | On August 7, 2025, Bioceres Group Limited, Bioceres LLC, an affiliate of Bioceres Group Limited, and THEO I SCSp filed a Schedule 13D/A. Bioceres Group Limited reported beneficial ownership of 15,497,402 ordinary shares, representing 24.7% of our share capital. Bioceres LLC reported a holding or having the right to receive an aggregate of 14,989,117 ordinary shares, representing 23.8% of our share capital. THEO I SCSp reported beneficial ownership of 437,500 ordinary shares, representing 0.7% of our share capital. |
| ● | On August 4, 2025, Draco I Latam SPC Ltd, Draco Capital Investment Management Company Ltd and Draco I Event Opportunity Segregated Portfolio filed a Schedule 13G. Draco I Latam SPC Ltd, Draco Capital Investment Management Company Ltd and Draco I Event Opportunity Segregated Portfolio reported beneficial ownership of 6,125,000 ordinary shares, representing 9.7% of our share capital. |
| ● | On July 9, 2025, Bioceres Group Limited, Bioceres LLC, an affiliate of Bioceres Group Limited, and THEO I SCSp filed a Schedule 13D/A. Bioceres Group Limited reported beneficial ownership of 21,637,402 ordinary shares, representing 34.4% of our share capital. Bioceres LLC reported beneficial ownership of 18,066,617 ordinary shares, representing 28.7% of our share capital. THEO I SCSp reported beneficial ownership of 3,500,000 ordinary shares, representing 5.6% of our share capital. |
| ● | On June 10, 2025, Bioceres Group Limited, Bioceres LLC, an affiliate of Bioceres Group Limited, and THEO I SCSp filed a Schedule 13D/A. Bioceres Group Limited reported beneficial ownership of 25,115,102 ordinary shares, representing 40.0% of our share capital. Bioceres LLC reported beneficial ownership of 18,468,238 ordinary shares, representing 29.4% of our share capital. THEO I SCSp reported beneficial ownership of 3,500,000 ordinary shares, representing 5.6% of our share capital. |
| ● | On May 9, 2025, Fourth Sail Capital LP, Ariel Merenstein, Fourth Sail Discovery LLC, Fourth Sail Long Short LLC, Fourth Sail Capital US LP and Tordesilhas Capital Gestora De Recursos Ltda. filed a Schedule 13G. Fourth Sail Capital LP, Ariel Merenstein, Fourth Sail Capital US LP and Tordesilhas Capital Gestora De Recursos Ltda. reported beneficial ownership of 4,627,669 ordinary shares, representing 7.4% of our share capital. Fourth Sail Long Short LLC reported beneficial ownership of 3,522,713 ordinary shares, representing 5.6% of our share capital. Fourth Sail Discovery LLC reported beneficial ownership of 1,104,956 ordinary shares, representing 1.8% of our share capital. |
| ● | On March 28, 2025, Bioceres Group Limited, Bioceres LLC, an affiliate of Bioceres Group Limited, and THEO I SCSp filed a Schedule 13D/A. Bioceres Group Limited reported beneficial ownership of 27,687,118 ordinary shares, representing 44.1% of our share capital. Bioceres LLC reported beneficial ownership of 21,040,254 ordinary shares, representing 33.5% of our share capital. THEO I SCSp reported beneficial ownership of 3,500,000 ordinary shares, representing 5.6% of our share capital. |
| ● | On February 10, 2025, Fourth Sail Capital LP, Ariel Merenstein, Fourth Sail Discovery LLC, Fourth Sail Long Short LLC, Fourth Sail Capital US LP and Tordesilhas Capital Gestora De Recursos Ltda. filed a Schedule 13G. Fourth Sail Capital LP, Ariel Merenstein, Fourth Sail Capital US LP and Tordesilhas Capital Gestora De Recursos Ltda. reported beneficial ownership of 3,698,961 ordinary shares, representing 5.9% of our share capital. Fourth Sail Long Short LLC reported beneficial ownership of 2,750,182 ordinary shares, representing 4.4% of our share capital. Fourth Sail Discovery LLC reported beneficial ownership of 948,779 ordinary shares, representing 1.5% of our share capital. |
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| ● | On January 6, 2025, Bioceres Group Limited, Bioceres LLC, an affiliate of Bioceres Group Limited, and THEO I SCSp filed a Schedule 13D/A. Bioceres Group Limited reported beneficial ownership of 28,514,006 ordinary shares, representing 45.4% of our share capital. Bioceres LLC reported beneficial ownership of 18,443,191 ordinary shares, representing 29.3% of our share capital. THEO I SCSp reported beneficial ownership of 3,500,000 ordinary shares, representing 5.6% of our share capital. |
| ● | On September 20, 2024, Bioceres Group Limited, Bioceres LLC, an affiliate of Bioceres Group Limited, and THEO I SCSp filed a Schedule 13D/A. Bioceres Group Limited reported beneficial ownership of 29,589,787 ordinary shares, representing 47.1% of our share capital. Bioceres LLC reported beneficial ownership of 18,588,021 ordinary shares, representing 29.6% of our share capital. THEO I SCSp reported beneficial ownership of 4,076,898 ordinary shares, representing 6.5% of our share capital. |
| ● | On March 25, 2024, Bioceres Group Limited, Bioceres LLC, an affiliate of Bioceres Group Limited, and THEO I SCSp filed a Schedule 13D/A. Bioceres Group Limited reported beneficial ownership of 30,830,632 ordinary shares, representing 49.1% of our share capital. Bioceres LLC reported beneficial ownership of 23,903,241 ordinary shares, representing 38.1% of our share capital. THEO I SCSp reported beneficial ownership of 5,000,000 ordinary shares, representing 8.0% of our share capital. |
| ● | On February 14, 2024, Solel Partners LP filed a Schedule 13G/A reporting beneficial ownership of 4,579,364 ordinary shares, representing 7.3% of our share capital. |
| ● | On January 25, 2023, Ardsley Advisory Partners LP, Ardsley Advisory Partners GP LLC, Ardsley Partners I GP LLC, Philip J. Hempleman and Ardsley Partners Renewable Energy Fund, L.P. filed a Schedule 13G. Ardsley Advisory Partners LP, Ardsley Advisory Partners GP LLC, Ardsley Partners I GP LLC and Philip J. Hempleman reported beneficial ownership of 1,854,000 ordinary shares, representing 3.0% of our share capital. Ardsley Partners Renewable Energy Fund, L.P. reported beneficial ownership of 1,845,000, representing 2.9% of our share capital. |
Difference in Voting Rights
All of our ordinary shares have the same voting rights and none of our major shareholders has different voting rights.
Securities Held in the Host Country
As of June 30, 2026, we had 63,815,891 ordinary shares issued and outstanding, of which 21.3 million ordinary shares were held by our 146 registered shareholders in the United States.
Arrangements for Change in Control
We are not aware of any arrangements that may, when in force, result in a change in control.
B.Related Party Transactions
Relationship with Bioceres Group Limited
Bioceres Group Limited was previously our parent entity and ceased to hold that status during the fiscal year ended June 30, 2025.
On October 28, 2025, Bioceres Group Limited and Bioceres LLC reported a reduction in their beneficial ownership of our shares as a result of settling financial obligations through the transfer of shares in private transactions. At that time, Bioceres Group Limited reported beneficial ownership of 6,265,240 ordinary shares, representing approximately 10% of our outstanding ordinary shares, comprising 44,161 shares held directly, 3,145,000 shares held by Bioceres LLC, then an indirectly controlled subsidiary, and shared voting power over an additional 3,076,079 shares pursuant to the Rizobacter Shareholders’ Agreement.
On December 26, 2025, Bioceres S.A., the sole owner of Bioceres LLC, filed for bankruptcy. As disclosed in Moolec’s subsequent filings, the commencement of these proceedings resulted in the transfer of decision-making authority and the loss of control over Bioceres S.A. and Bioceres LLC, which were consequently deconsolidated. Accordingly, the shares held by Bioceres LLC and the shares subject to shared voting power under the Rizobacter Shareholders’ Agreement are no longer attributed to Bioceres Group Limited for purposes of the beneficial ownership presented herein.
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As of the date of this report, Bioceres LLC owns approximately 5% of our ordinary shares. Pursuant to the Rizobacter Shareholders’ Agreement, dated as of March 5, 2019, by and between Bioceres LLC, Pedro Enrique Mac Mullen, Maria Marta Mac Mullen and International Property Services Corp., the other parties thereto have agreed to vote an aggregate of 3,076,079 ordinary shares, representing approximately 5% of our outstanding ordinary shares, in agreement with Bioceres LLC.
Policy Concerning Related Party Transactions
Our board of directors has adopted a written policy (the “related person transaction approval policy”), for the review of any transaction, arrangement or relationship in which it is a participant, if the amount involved exceeds US$120,000 and one of our executive officers, directors, director nominees or beneficial holders of more than 5% of our total equity (or their immediate family members), each of whom we refer to as a related person, has a direct or indirect material interest.
A copy of the related person transaction approval policy is available on our website.
Note Purchase Agreement and Commercial Agreements with Moolec Science SA
In June 2024, we supplied Moolec Science SA (“Moolec”), one of our then affiliates, with soybeans produced under the Generation HB4 soybean program with a value equivalent to US$6.6 million, pursuant to a binding memorandum of understanding dated October 15, 2023. In September 2024, we subsequently entered into a Generation HB4 Soy Supply Agreement (the “Generation HB4 Soy Supply Agreement”) and a note purchase agreement with Moolec, and Moolec issued convertibles notes to us in an aggregate principal amount of US$6.6 million (the “Moolec Convertible Notes”). Further, Moolec has the option to request additional deliveries of soybeans produced under the Generation HB4 soybean program with a value equivalent to US$9 million and Moolec will issue additional notes in connection with this option. Soybean delivered pursuant to the Generation HB4 Soy Supply Agreement is priced at the VWAP of the Chicago Board of Trade price for soybeans on the date that delivery is made to Moolec, plus a 20% premium.
The Moolec Convertible Notes mature 36 months after and include a “payment-in-kind” feature. If the trading price of Moolec’s ordinary shares exceeds the strike price of US$900.00 per ordinary share (equivalent to the original strike price of US$6.00 per ordinary share, adjusted to reflect Moolec’s 1-for-10 reverse stock split effective May 14, 2025 and 1-for-15 reverse stock split effective January 5, 2026) for 10 trading days, we have the option to exercise the early conversion option pursuant to which the principal amount outstanding under the Moolec Convertible Notes may be converted into ordinary shares of Moolec at the strike price. At maturity, Moolec has the option to convert the principal amount outstanding under the Moolec Convertible Notes into ordinary shares. In connection with our early conversion option and Moolec’s optional conversion at maturity, Moolec may deliver ordinary shares, cash, or a combination of cash and ordinary shares.
On December 30, 2024, we entered into a soy supply agreement with Moolec, pursuant to which we agreed to sell, and Moolec agreed to purchase, 4,000 tons of non-identity preserved soybeans for an aggregate consideration of approximately US$1.6 million. The 4,000 tons were delivered prior to the effective date of the agreement. The agreement provides that such consideration is to be incorporated into the Note Purchase Agreement or, if such incorporation cannot be achieved for justifiable reasons, paid in cash on the expiration date of the Note Purchase Agreement in accordance with its terms and conditions. As of the date of this annual report, such amount has not been incorporated into the Moolec Convertible Notes.
Further, we entered into an exclusive technology access license agreement with Moolec, effective as of June 29, 2024, pursuant to which we granted Moolec an exclusive, non-transferable right to use certain HB4 technology for research and discovery purposes. The agreement provided for a one-time fee of US$1.0 million, to be incorporated as a contribution amount under the Note Purchase Agreement. On September 5, 2025, Moolec notified us of its early termination of such license agreement and, as a result, the contribution amount to be incorporated into the Note Purchase Agreement was reduced to US$0.2 million. As of the date of this annual report, such amount has not been incorporated into the Moolec Convertible Notes.
On October 20, 2026, Moolec held an extraordinary general meeting, at which its shareholders approved, among other matters, the voluntary winding-up of Moolec and the appointment of joint voluntary liquidators. As of June 30, 2026, we had recognized an expected credit loss in our financial statements in respect of the outstanding amounts due from Moolec, and we will continue to assess the recoverability of such amounts in light of developments in the proposed winding-up process.
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Loan Agreement with Trigall Genetics S.A.
BCS Holding Inc. maintains a loan facility with Trigall Genetics S.A. to fund its working capital requirements and certain capital expenditures in accordance with its strategic plan. Under the facility, BCS Holding Inc. has committed to provide up to US$10.0 million. Drawdowns under the facility are interest-free.
Loan Agreement with Natal Agro S.R.L.
In 2024, Rizobacter Argentina S.A. entered into a revolving credit facility with Natal Agro S.R.L. for an aggregate amount of up to US$3.0 million. In June 2025, the availability period under the facility was extended through June 30, 2026 and the applicable interest rate for the extended period was set at 15% per annum. In 2026, Rizobacter Argentina S.A and Natal Agro S.R.L. entered into a debt acknowledgment and refinancing agreement pursuant to which Natal Agro S.R.L. acknowledged outstanding principal and accrued interest due to Rizobacter Argentina S.A in an aggregate amount of approximately US$2.9 million. The refinanced amount bears interest at a rate of 10% per annum and is repayable in installments through June 2028. The obligations under the refinancing agreement are also supported by personal guarantees from certain shareholders of Natal Agro S.R.L.
Storage Agreement
Synertech Industrias S.A. entered into a deposit and storage services agreement with Rizobacter (the “Deposit Agreement”), pursuant to which Rizobacter stores certain Synertech products on July 1, 2026.
Term. Two-year term from the date of effectiveness. Once the term expires, the parties can agree the extension of the term.
Compensation. In return for the deposit and storage services provided by Rizobacter, Synertech Industrias S.A must pay a monthly amount of US$6,500.
Indemnification. Rizobacter has agreed to indemnify Synertech Industrias S.A. for any liability that arises during the term of the Deposit Agreement related to the storage of the products.
License Agreements
Trigall Genetics S.A.
License agreement dated December 19, 2013, between BCS Holding Inc and Trigall Genetics S.A. (the “Trigall License Agreement”), pursuant to which BCS Holding Inc. granted to Trigall Genetics S.A. the exclusive sub-license of HB4 technology in wheat for research and commercial use of wheat in Argentina, Paraguay, Brazil and Uruguay.
Term. The Trigall License Agreement will remain in full force and effect until the date of dissolution of Trigall Genetics S.A.
Reservation of Rights. BCS Holding Inc. reserved the rights to research, develop, make or use (but not to sell, offer to sell or otherwise commercially exploit) HB4 technology solely for research purposes, during the term of the Trigall License Agreement within the defined territory of Argentina, Paraguay, Brazil and Uruguay.
Moolec Science Ltd.
License agreement dated March 15, 2021, between Bioceres Crop Solutions Corp. and Moolec Science Ltd. (the “Moolec License Agreement”), pursuant to which we granted Moolec Science Ltd. and its affiliates an exclusive, worldwide sublicense, with the right to sublicense, to certain technology relating to gamma-linolenic acid (“GLA”) and arachidonic acid (“ARA”) in safflower for research, development and commercial use, subject to certain third-party rights and restrictions.
Term. The Moolec License Agreement will remain in full force and effect unless terminated in accordance with its terms.
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Service Agreements to Joint Ventures
Trigall Genetics S.A., FD Admiral SAS, BCS Holding Inc. and INDEAR
The service agreement dated December 19, 2013, by and among Trigall Genetics S.A., FD Admiral SAS and its affiliate Florimond Desprez Veuve & Fils SAS, BCS Holding Inc., Bioceres S.A. and INDEAR (the “Trigall Service Agreement”), pursuant to which research and development services are provided by BCS Holding Inc. and Florimond Desprez Veuve & Fils SAS through its affiliates.
Term. The Trigall Service Agreement will remain in full force and effect until the date of the dissolution of Trigall Genetics S.A.
Compensation. Trigall Genetics S.A. will pay to BCS Holding Inc. and Florimond Desprez Veuve & Fils SAS for the services provided. The services and the budget for such services is approved, every calendar year, by the board of directors of Trigall in advance.
Intellectual Property. All rights, titles and interest in or to the results and/or the intellectual property related thereto will vest in and be owned by Trigall Genetics S.A. All rights, title and interest in or to the intellectual property furnished to Trigall Genetics S.A. by BCS Holding Inc. or its affiliates and Florimond Desprez Veuve & Fils SAS or its affiliates in the framework of the Trigall Service Agreement remains owned by each party.
Synertech Industrias S.A. and Rizobacter
Services Agreements
On March 1, 2026, Synertech Industrias S.A. (“Synertech”) and Rizobacter mutually terminated their Global Services Agreement dated June 30, 2016. On the same date, Synertech and Rizobacter entered into a human resources services agreement and an IT services agreement, each of which has a three-year term from its date of effectiveness that may be extended by mutual agreement.
Exclusive Distribution Agreement
On January 1, 2026, Synertech and Rizobacter entered into an exclusive distribution agreement pursuant to which Rizobacter was granted exclusive distribution rights for microbeaded fertilizers manufactured by Synertech in certain countries across the Americas and Europe. The agreement has an initial five-year term and automatically renews for successive three-year periods unless either party provides at least 12 months’ prior notice of non-renewal.
Other Related Party Transactions
The following are certain other transactions with our directors, executive officers and shareholders.
Collaboration Agreement by and between Rizobacter and Espartina S.A. controlled by Marcelo Carrique, President of Rizobacter
Espartina S.A. and Rizobacter entered into a collaboration agreement (the “Collaboration Agreement”), pursuant to which Espartina S.A. performs services related to planting and harvesting of multiple crops for the 2025-2026, 2024-2025, 2023-2024, 2022-2023 and 2021-2022 seasons and Rizobacter or its affiliates provide agricultural supplies on arms’ length terms, that is, at the price offered to third parties under the same conditions. The parties to the Collaboration Agreement will distribute the profits according to their contributions. Mr. Carrique served as president of Rizobacter through October 2024, and was a member of the Board of Directors of Rizobacter until October 2025.
Indemnification Agreements
We have entered into indemnification agreements with each of our directors and executive officers. These agreements provide that the director or officer will be indemnified by us 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 and against amounts paid or incurred by him or her in the resolution thereof. The agreements are subject to certain exceptions, including, among other exceptions, that no indemnification will be provided to any director or officer against any liability to us or our shareholders (i) by reason of actual fraud, dishonesty, actual fraudulent conduct, or gross negligence on the part of the director or officer; (ii) by reason of payment made under an insurance policy or any third party that has no recourse against the indemnitee director or officer; or (iii) if contrary to applicable law.
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Convertible Secured Guaranteed Notes and Convertible Secured Guaranteed Notes Registration Rights Agreement
Funds affiliated with Mr. Ari Freisinger, a former member of our board of directors, purchased US$9 million Secured Convertible Guaranteed Notes, see “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources— Issuance of Notes”, “Item 10. Additional Information—C. Material Contracts—Issuance of Notes due 2026 and 2027—Convertible Secured Guaranteed Notes” and “Item 10. Additional Information—C. Material Contracts—Issuance of Notes—Convertible Secured Guaranteed Notes Registration Rights Agreement.”
Shareholders Agreement
See “Item 10. Additional Information—C. Material Contracts—Sponsors Shareholders’ Agreement.”
C.Interests of Experts and Counsel
Not applicable.
ITEM 8.FINANCIAL INFORMATION
A.Consolidated Statements and Other Financial Information
Financial Statements
Our financial statements are set forth under “Item 18. Financial Statements.” The financial statements are attached to this annual report on Form 20-F. The audit report of Price Waterhouse & Co. S.R.L., independent registered public accounting firm, is included herein immediately preceding the consolidated financial statements.
Export Sales
For information on export sales, please see Note 14 to our audited consolidated financial statements included elsewhere in this report.
Legal Proceedings
From time to time, we may become party to litigation or other legal proceedings arising in the ordinary course of our business. Except for the litigation with the holders of our Secured Notes described below, which is not within the ordinary course of our business and could have a material adverse effect on our business, prospects, financial condition or results of operations, we are not currently involved in any legal proceedings that could reasonably be expected to have such an effect. As of the date of this report, we do not face any claims of possible intellectual property infringement. We may become involved in material legal proceedings in the future.
Noteholder litigation in connection with the Secured Notes
On November 10, 2025, we received a declaration of acceleration from the holders of the Secured Notes, alleging defaults under the Convertible Note Purchase Agreement and the Non-Convertible Note Purchase Agreement. On November 11, 2025, the holders commenced a lawsuit against us and certain of our subsidiaries and affiliates that guaranteed such notes in the Supreme Court of the State of New York, County of New York, captioned Jasper Lake Ventures One LLC, et al. v. Bioceres Crop Solutions Corp., et al. (Index No. 659704/2025), seeking full repayment of the amounts allegedly due under the Secured Notes. We have disputed the alleged defaults and the validity of the acceleration.
On December 18, 2025, the Court granted the holders of Secured Notes a preliminary injunction prohibiting the transfer or encumbrance of the relevant collateral. On January 20, 2026, the Pro Farm Foreclosure auction was held at which the collateral pledged by Pro Farm Group, Inc. and Pro Farm Michigan Manufacturing, LLC was sold. An affiliate of the noteholders, PFG Holdings Corp., was the only bidder and submitted the winning credit bid of $15 million.
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On June 16, 2026, the Court granted the holders’ partial summary judgment on liability, finding that multiple events of default had occurred under the Convertible Note Purchase Agreement and the Non-Convertible Note Purchase Agreement and Secured Notes, and that both us and our relevant guarantors are jointly and severally liable. On September 18, 2026, the Court granted the holders’ motion for summary judgment as to damages, and on September 23, 2026, the Court entered an order awarding the holders a judgment in the amount of approximately $110.1 million, plus per diem and statutory interest, and attorneys’ fees and costs totaling $1.4 million. On October 2, 2026, the Clerk entered the corresponding judgment. The judgment and the orders granting judgment in favor of the holders are currently on appeal in the New York Appellate Division, First Department.
As of the date of this report, this dispute has resulted in two additional actions currently pending in the Supreme Court of the State of New York, County of New York, captioned Bioceres Crop Solutions Corp. v. PFG Holding Corp. (Index No. 652841/2026) and Bioceres Crop Solutions Corp. v. Jasper Lake Ventures One LLC, et al. (Index No. 654087/2026). These actions relate to our continued dispute as to the alleged defaults, the validity of the acceleration, and the commercial reasonableness of the Pro Farm Foreclosure process. We have reserved all rights and remedies in this respect. Please see Note 6 to our audited consolidated financial statements included elsewhere in this annual report, “Item 4. Information on the Company—A. History and Development of the Company—Significant Transactions—Pro Farm Foreclosure” and “Item 3. Key Information—D. Risk Factors—Risks Related to our Business and Strategy—The ongoing litigation with the holders of our Secured Notes could materially adversely affect our business, financial condition and results of operations.”
An injunction in connection with the Rizobacter Acquisition may require us to surrender part of our interest in Rizobacter
Concurrently with the closing of business combination, the Rizobacter Call Option was exercised and we acquired 80% of Rizobacter’s capital stock, which we hold through our subsidiary RASA Holding. An injunction currently affects shares representing 44% of Rizobacter’s total share capital, including shares held by RASA Holding representing approximately 29% of Rizobacter’s total share capital. The injunction requires that 30% of the dividends distributed on such shares be paid into a judicially created escrow account. Although the Argentine Supreme Court ruled against certain of the litigating historical shareholders, such shareholders subsequently pursued other legal recourse — including the injunction and non-innovative measure (medida de no innovar) — to further dispute the original transfer of shares. The non-innovative measure was overturned by an Argentine court of appeals on April 17, 2018.
Should the court rule against the free transferability of the affected shares, we would be obligated to return certain shares, thereby reducing our equity interest in Rizobacter. See “Item 3. Key Information —D. Risk Factors—Risks Related to our Business and Strategy—Certain of the Rizobacter shares we own are subject to a judicial injunction that, if decided unfavorably to us, would require us to surrender part of our interest in Rizobacter thereby reducing our equity interest in Rizobacter” and “Item 4. Information on the Company—Key Agreements, Rizobacter Acquisition.”
Dividend Policy
We currently intend to retain any earnings for use in our business and do not intend, as of the date of this report, to pay cash dividends on our ordinary shares for the foreseeable future. Dividends, if any, on our outstanding ordinary shares will be proposed by our board of directors and subject to the approval of our shareholders. Even if our shareholders decide to distribute dividends, the form, frequency and amount of such dividends will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors that our board of directors and shareholders may deem relevant. Currently, due to contractual restrictions, we are not entitled to distribute dividends to our shareholders.
B.Significant Changes
Subsequent to June 30, 2026, there have been no other situations or circumstances that may require significant adjustments or further disclosure that were not mentioned above or in our consolidated financial statements included elsewhere in this report.
ITEM 9.THE OFFER AND LISTING
A.Offer and Listing Details
Not applicable.
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B.Plan of Distribution
Not applicable.
C.Markets
The Nasdaq Capital Market.
D.Selling Shareholders
Not applicable.
E.Dilution
Not applicable.
F.Expenses of the Issue
Not applicable.
ITEM 10.ADDITIONAL INFORMATION
A.Share Capital
As of June 30, 2026, we had (i) 100,000,000 ordinary shares of a US$0.0001 par value authorized, (ii) 63,815,891 ordinary shares issued and outstanding, (iii) 1,000,000 preference shares of a US$0.0001 par value authorized, (iv) no preference shares issued and outstanding, (v) 3,389,224 ordinary shares reserved for our equity compensation plans. Of the total issued shares, as of June 30, 2026, we held 539,160 ordinary shares as treasury shares pursuant to our share repurchase program.
Holders of ordinary shares are entitled to one vote for each ordinary share.
B.Memorandum and Articles of Association
Registration Number
Our registration number with the Cayman Islands Registrar of Companies is 329214.
Objects
Our Articles state that the objects for which we are established are unrestricted and we shall have full power and authority to carry out any object not prohibited by the laws of the Cayman Islands.
Directors
Our Articles do not restrict our directors’ power to vote in respect of any contract or transaction in which they are interested (provided that the nature of the interest of any director in any such contract or transaction shall be disclosed by them at or prior to its consideration and any vote thereon), vote on compensation to themselves or any other members of their body in the absence of an independent quorum or exercise borrowing powers. There is no mandatory retirement age for our directors and our directors are not required to own our securities in order to serve as directors.
Ordinary Shares
Holders of ordinary shares are entitled to receive ratable dividends when and if declared by our board of directors out of funds legally available therefore, subject to any rights of any outstanding series of preference shares.
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Upon our winding up, liquidation and dissolution and after payment in full of all amounts required to be paid to creditors and to the holders of preference shares having liquidation preferences, if any, holders of ordinary shares will be entitled to receive pro rata our remaining assets available for distribution.
The rights, powers and privileges of holders of our ordinary shares are subject to those of holders of any shares of our preference shares or any other series or class of shares we may authorize and issue in the future.
Our ordinary shares are not subject to any sinking fund. All of our issued ordinary shares are fully paid up and none of our shareholders are liable for further capital calls. There are no provisions in the Articles that discriminate against any existing or prospective holder of our ordinary shares as a result of such shareholder owning a substantial number of ordinary shares.
Preference Shares
Our Articles provide that preference shares may be issued from time to time in one or more series. Our board of directors will be authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. Our board of directors will be able, without shareholder approval, to issue preference shares with voting and other rights that could adversely affect the voting power and other rights of the holders of the ordinary shares and could have anti-takeover effects. The ability of the board to issue preference shares without shareholder approval could have the effect of delaying, deferring or preventing a change of control of us or the removal of existing management. We have no preference shares issued and outstanding at the date hereof. Although we do not currently intend to issue any preference shares, we cannot assure you that we will not do so in the future.
Voting and Appointment of Directors
Voting Power
Except as otherwise required by law or as otherwise provided in any certificate of designation for any series of preference shares, the holders of our ordinary shares will possess all voting power for the appointment of our directors and all other matters requiring shareholder action and will at all times vote together as one class on all matters submitted to a vote of our shareholders. Holders of our ordinary shares will be entitled to one vote for each share held of record on all matters on which shareholders are entitled to vote generally, including the appointment or removal of directors. Holders of our ordinary shares will not have cumulative voting rights in the appointment of directors.
Pre-emptive or Other Rights
There will be no sinking fund or redemption provisions applicable to our ordinary shares.
Appointment of Directors
Our board consists of four directors. Each of our directors will have a term that expires at our annual general meeting in 2027, or until their respective successors are duly appointed and qualified, or until their earlier resignation, removal or death. There will be no cumulative voting with respect to the appointment of directors, with the result that directors will be appointed by an ordinary resolution, being a majority of the votes cast at our annual general meeting.
General Meetings
At least five clear days’ notice are required to be given of any general meeting, which notice shall specify the place, the day and the hour of the meeting and the general nature of the business to be conducted at the general meeting. No business will be transacted at any general meeting unless a quorum is present. The holders of a majority of the shares being individuals present in person or by proxy or if a corporation or other non-natural person by its duly authorized representative or proxy shall be a quorum. If a quorum is not present within half an hour from the time appointed for the meeting to commence or if during such a meeting a quorum ceases to be present, the meeting, if convened upon a shareholders’ request, will be dissolved and in any other case it shall stand adjourned to the same day in the next week at the same time and/or place or to such other day, time and/or place as the directors may determine, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting to commence, the shareholders present will be a quorum.
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Annual General Meetings
Any annual general meeting will be held at such time and place as the directors shall appoint and if no other time and place is prescribed by them, it shall be held at the Registered Office on the second Wednesday in October of each year at ten o’clock in the morning. At these meetings the report of the directors (if any) shall be presented. Shareholders seeking to bring business before the annual general meeting or to nominate candidates for appointment as directors at the annual general meeting must deliver notice to our principal executive offices not later than the close of business on the 90th day nor earlier than the close of business on the 120th day prior to the scheduled date of the annual general meeting.
Extraordinary General Meetings
All general meetings other than annual general meetings are extraordinary general meetings. Shareholders holding not less than 10% in par value of the issued ordinary shares with voting rights can request, and the directors shall convene, extraordinary general meetings. Such shareholders’ request must state the objects of the meeting and must be signed by the requesting shareholders and deposited at the Registered Office.
If there are no directors as at the date of the deposit of the shareholders’ request or if the directors do not within twenty-one days from the date of such request duly proceed to convene a general meeting to be held within a further twenty-one days, the requesting shareholders, or any of them representing more than 50% of the total voting rights of all of the requesting shareholders, may themselves convene a general meeting, but any meeting so convened shall be held no later than the day which falls three months after the expiration of the said twenty-one day period.
Our Articles do not contain any provisions that would have an effect of delaying, deferring or preventing a change in control of our Company. Our Articles provide we shall have the power to merge or consolidate with one or more other constituent companies (as defined in the Cayman Islands Companies Act (As Revised)) upon such terms as our directors may determine and (to the extent required by the Cayman Islands Companies Act (As Revised)) with the approval of a Special Resolution.
Our Articles do not contain any provisions governing the ownership threshold above which shareholder ownership must be disclosed.
Our Articles are not significantly different from the requirements of the Cayman Islands Companies Act (As Revised) and the conditions imposed by our Articles governing changes in capital are not more stringent than what is required by the Cayman Islands Companies Act (As Revised).
Amendment of Governing Documents
As permitted by the Companies Act, our amended and restated memorandum and articles of association may only be amended with a special resolution of our shareholders.
Rights of Non-Resident or Foreign Shareholders
There are no limitations imposed by our Articles of Association on the rights of non-resident or foreign shareholders to hold or exercise voting rights on our shares. In addition, there are no provisions in the Articles of Association governing the ownership threshold above which shareholder ownership must be disclosed.
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C.Material Contracts
Issuance of Notes due 2026 and 2027
Non - Convertible Secured Guaranteed Notes
On March 6, 2020, we issued US$42.5 million aggregate principal amount of secured guaranteed convertible notes due 2023 (the “Secured Convertible Guaranteed Notes due 2023”) pursuant to a note purchase agreement among us, the purchasers party thereto and Solel Partners LP, as collateral agent (the “2020 Note Purchase Agreement”). The Secured Convertible Guaranteed Notes due 2023 were guaranteed by certain of our subsidiaries and secured by: (i) an intercompany loan pledge agreement; (ii) a share pledge granted by RASA Holding LLC of 41.3% of its shares in Rizobacter Argentina S.A., representing 33% of the capital stock of Rizobacter Argentina S.A. and (iii) an account pledge agreement and fiduciary assignment agreement granted by Rizobacter do Brasil Ltda.
Pursuant to the 2020 Note Purchase Agreement, the holders of the Secured Convertible Guaranteed Notes due 2023 requested the conversion of approximately 75% of the outstanding Secured Convertible Guaranteed Notes due 2023 into our ordinary shares. Accordingly, in March 2022 we issued 4,617,281 ordinary shares to holders of the Secured Convertible Guaranteed Notes due 2023.
Pursuant to the 2020 Note Purchase Agreement and a side-letter dated August 5, 2022: (i) the balance of Secured Convertible Guaranteed Notes due 2023 were converted into 1,526,454 of our ordinary shares, (ii) we repurchased such ordinary shares for US$24.0 million and (iii) we financed such repurchase with the proceeds from the issuance of an aggregate principal amount of US$24.0 million secured guaranteed notes due 2026 (the “Non-Convertible Secured Guaranteed Notes”) pursuant to a note purchase agreement, dated August 5, 2022 (the “Non-Convertible Note Purchase Agreement”), by and among us, Solel-Bioceres SPV, L.P., the holders from time to time party thereto and Wilmington Savings Fund Society, FSB as collateral agent. The Secured Guaranteed Notes are secured by substantially all of the assets located in the United States of the Pro Farm. In addition, the Non-Convertible Secured Guaranteed Notes 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, Glinatur S.A., Pro Farm, Pro Farm Michigan Manufacturing LLC, Pro Farm Technologies Comércio de Insumo Agrícolas do Brasil Ltda. and Pro Farm, Inc. (the “Guarantors”).
The Non-Convertible Secured Guaranteed Notes 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 Non-Convertible Secured Guaranteed Notes have no conversion rights into our ordinary shares.
On June 18, 2025, we entered into an amendment to the Non-Convertible Note Purchase Agreement (the “First Amendment to the Non-Convertible Note Purchase Agreement”), pursuant to which the holders of the Non-Convertible Secured Guaranteed Notes waive alleged defaults by the Company under the Non-Convertible Note Purchase Agreement asserted by certain of holders.
The First Amendment to the Non-Convertible Note Purchase Agreement introduced several key changes: (i) an increase in the aggregate principal amount of the Non-Convertible Secured Guaranteed Notes from US$26,437,485 to US$29,081,233; (ii) the application of an annual interest rate of 19%, with 14% payable in cash and 5% payable in kind; (iii) scheduled amortization payments of US$1,000,000 on the last business day of each calendar month; (iv) a limitation on the repurchase of the outstanding Non-Convertible Secured Guaranteed Notes, requiring that such notes be repurchased in full, with a 5% prepayment penalty applied if the notes are repurchased on or before August 5, 2025, and a 10% prepayment penalty applied if repurchased after August 5, 2025; and (v) amendments to certain financial covenants.
On January 20, 2026, the Pro Farm Foreclosure auction was conducted with respect to collateral pledged by Pro Farm Group, Inc. and Pro Farm Michigan Manufacturing, LLC under the Convertible Note Purchase Agreement and the Non-Convertible Note Purchase Agreement. The Pro Farm Foreclosure was initiated by certain holders of the Convertible Secured Guaranteed Notes and Non-Convertible Secured Guaranteed Notes following an acceleration of the obligations thereunder. Pursuant to IFRS 5, the Pro Farm operations have been classified as discontinued in our consolidated financial statements. Please see “Item 3. Key Information—D. Risk Factors—Risks Related to our Business and Strategy—The ongoing litigation with the holders of our Secured Notes could materially adversely affect our business, financial condition and results of operations.” and “Item 8. Financial Information—A. Consolidated Statements and other Financial Information—Legal Proceedings—Noteholder litigation in connection with the Secured Notes.”
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Convertible Secured Guaranteed Notes
On August 5, 2022, we issued an aggregate principal amount of US$55.0 million secured convertible guaranteed notes due 2026 (the “Convertible Secured Guaranteed Notes” and, together with the Non-Convertible Secured Guaranteed Notes, the “Secured Notes”) pursuant to a note purchase agreement (the “Convertible Note Purchase Agreement”) among us, Jasper Lake Ventures One LLC, Redwood Enhanced Income Corp, Liminality Partners LP, the holders from time-to-time party thereto and Wilmington Savings Fund Society, FSB, as collateral agent. The Convertible Secured Guaranteed Notes are secured by substantially all of the assets located in the United States of Pro Farm. In addition, the Convertible Secured Guaranteed Notes are guaranteed by the Guarantors. The Convertible Secured Guaranteed Notes mature 48 months after the issue date, unless converted earlier, and bear interest at 5% in cash plus 4% in kind per year, payable quarterly.
On June 18, 2025, we entered into an amendment to the Convertible Note Purchase Agreement (the “First Amendment to the Convertible Note Purchase Agreement”), pursuant to which the holders of the Non-Convertible Secured Guaranteed Notes waive alleged defaults by the Company under the Convertible Note Purchase Agreement asserted by certain of holders.
The First Amendment to the Convertible Note Purchase Agreement introduced the following changes: (i) an increase in the aggregate principal amount of the Convertible Secured Convertible Guaranteed Notes from US$61,652,927 to US$67,868,227; (ii) an extension of the maturity date to August 31, 2027; (iii) the application of an annual interest rate of 15%, of which 5% is payable in cash and 10% is payable in kind; (iv) the grant of an option to holders to convert the outstanding principal amount of their Convertible Secured Convertible Guaranteed Notes into our ordinary shares at a strike price of US$6 per share (as reduced), subject to the condition that, except in the event of a Change of Control (as defined in the Convertible Note Purchase Agreement), conversion rights may not be exercised prior to September 30, 2025, and, if we raise more than US$10,000,000 in common equity, the strike price will be reset to the lesser of the then-applicable strike price or the price per share at which such new shares are issued (or weighted average price per share, where issued at varying prices); (v) a limitation on, and process for, repurchasing the outstanding Convertible Secured Guaranteed Notes, which must be repurchased in full, and (a) if has been repurchased on or before August 31, 2025, a 5% prepayment penalty would have applied, (b) if repurchased between September 1 and prior to October 1, 2025, the penalty would have increased to 7%, and (c) for repurchases on or after October 1, 2025, payment of the Equity Option Fee (as defined in the Convertible Note Purchase Agreement) is required; and (vi) the amendment of certain financial covenants; and (vii) the modification of the composition of the board of directors, which will be nominated by certain noteholders of the Secured Convertible Guaranteed Notes, for as long as the Notes remain outstanding.
On January 20, 2026, the Pro Farm Foreclosure auction was conducted with respect to collateral pledged by Pro Farm Group, Inc. and Pro Farm Michigan Manufacturing, LLC under the Convertible Note Purchase Agreement and the Non-Convertible Note Purchase Agreement. The Pro Farm Foreclosure was initiated by certain holders of the Secured Notes following an acceleration of the obligations thereunder. Pursuant to IFRS 5, the Pro Farm operations have been classified as discontinued in our consolidated financial statements. Please see “Item 3. Key Information—D. Risk Factors—Risks Related to our Business and Strategy—The ongoing litigation with the holders of our Secured Notes could materially adversely affect our business, financial condition and results of operations.” and “Item 8. Financial Information—A. Consolidated Statements and other Financial Information—Legal Proceedings—Noteholder litigation in connection with the Secured Notes.”
Convertible Secured Guaranteed Notes Registration Rights Agreement
On August 5, 2020, we and the initial purchasers under the Convertible Note Purchase Agreement entered into a Registration Rights Agreement, by means of which we and the initial purchasers of the Convertible Note Purchase Agreement agreed to enter into the agreement to provide the initial purchasers with certain registration rights with respect to our ordinary shares issuable upon conversion of the Convertible Secured Guaranteed Notes.
D.Exchange Controls
Within the framework of the uncertain economic situation faced by the Argentine Republic, and for the purpose of “( ) strengthening the ordinary operation of the economy, contribute to a sound administration of the exchange market, reduce the volatility of financial variables, and contain the impact of any fluctuations of financial cash flows on real economy” on September 1, 2019, Argentina’s Executive Branch issued Decree No. 609/2019 whereby it was provided, among other measures, that Argentine residents must repatriate export proceeds into Argentina, and delegates to the BCRA the power to regulate the access to the FX Market for the purchase of foreign currency with Pesos and its transfer abroad.
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BCRA is empowered to establish the cases in which access to the FX Market will require its prior approval, which may be granted or denied on a discretionary basis, and, in practice, it is rarely obtained.
Since the Decree No. 609/2019 entered into force, the BCRA has periodically issued several regulations to regulate the inflow and outflow of funds through the FX Market, which are all unified under the consolidated text of foreign exchange available at the BCRA’s website. The consolidated text on foreign exchange rules (Texto Ordenado sobre Exterior y Cambios), as most recently updated by Communication “A” 8481, sets forth the applicable framework for access to the FX Market. Additional communications issued during 2026, including Communication “A” 8390, have amended specific provisions relating to, among other things, the pre-cancellation of foreign currency-denominated debt. Current foreign exchange controls in Argentina affects the ability of both Argentine and non-Argentine residents to access the FX Market at the official exchange rate to acquire and/or transfer foreign currency to and from Argentina. They affect all industries and cover a wide variety of matters, including, among others, trading activities, imports and exports of goods and services, financial indebtedness, payment of profits and dividends, and repatriation of investments of non-Argentine residents.
As a general rule, transfers of foreign currency to and from Argentina must be made through the FX Market and are subject to compliance with certain requirements and conditions established by the regulations issued by the BCRA from time to time.
Since the change in the Government Administration in December 2023, the Milei administration has taken significant steps to ease foreign exchange controls. In April 2025, the BCRA partially liberalized the foreign exchange market, including the elimination of restrictions for individuals to operate in the foreign exchange market, the easing of payment terms for foreign trade transactions, and the authorization of profit and dividend payments to foreign shareholders starting with financial statements for fiscal years beginning on or after January 1, 2025. In 2026, the BCRA has continued to gradually ease remaining restrictions, including relaxing portfolio investment rules, enabling dividend distributions for post-2024 earnings, and broadening foreign currency lending to non-export-oriented companies through Decree No. 736/2026. Notwithstanding this progress, certain exchange controls applicable to legal entities remain in effect as of the date of this annual report, and it is not yet clear when a complete deregulation of the FX Market will take place.
To the extent applicable to the relevant type of transaction, access to the FX Market for outflows remains subject to certain complementary requirements under the BCRA’s consolidated foreign exchange regulations. In particular, for clients other than resident individuals, financial institutions generally must obtain a sworn statement from the client confirming that, on the date on which access to the FX Market is requested and during the preceding 90 calendar days, the client has not, directly or indirectly or on behalf of third parties: (i) sold securities in Argentina with settlement in foreign currency; (ii) exchanged securities issued by Argentine residents for external assets; (iii) transferred securities to foreign depositaries; (iv) purchased in Argentina securities issued by non-residents with settlement in Pesos; (v) purchased Argentine depositary receipts of foreign shares (“CEDEARS”); (vi) purchased securities representing private debt issued in foreign jurisdictions; (vii) delivered Pesos or other local assets, other than foreign currency funds deposited with local financial institutions, to any human or legal person, resident or non-resident, whether related or unrelated, in exchange for, directly or indirectly, before or after such delivery, external assets, crypto-assets or securities deposited abroad. The client must also undertake not to carry out any of those transactions, directly or indirectly or on behalf of third parties, during the 90 calendar days following the request for access to the FX Market.
In addition, subject to applicable exceptions, the relevant financial institution must obtain a sworn statement that all of the client’s foreign currency holdings in Argentina are deposited in accounts with local financial institutions and that, at the beginning of the day on which access to the FX Market is requested, the client did not hold CEDEARs and/or available liquid external assets whose aggregate value exceeded US$100,000. For these purposes, available liquid external assets include, among others, foreign currency cash, gold coins or good-delivery gold bars, demand deposits with foreign financial institutions, external securities, investment accounts abroad, crypto-assets and funds held with payment service providers, although certain reserve or guarantee funds and other specified assets may be excluded under the BCRA rules.
The client must also undertake to settle through the FX Market, within the five business days from settlement, any funds received abroad from the collection of loans granted to third parties, the withdrawal or maturity of term deposits or sale of any assets, where the relevant asset was acquired, deposit was made or loan was granted after May 28, 2020 using assets covered by the liquid-assets sworn statement described above.
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For legal entities, the financial institution must also obtain information identifying the persons or entities exercising direct control over the client and other legal entities within the same economic group. of the client must state that, on the date on which access to the FX Market is requested, and during the preceding 90 calendar days, it has not delivered in Argentina Pesos or other liquid local assets, other than foreign currency funds deposited with local financial institutions, to any such direct controlling person or entity or to any other company within the same economic group, except for amounts directly associated with ordinary transactions among residents for the acquisition of goods and/or services. If the client has delivered Pesos or any local asset issued by an Argentine resident to a direct controlling shareholder or to a legal entity within the same economic group, the client may still comply with the foregoing requirement by submitting sworn statements from the direct controlling shareholder and the relevant legal entities of the same economic group confirming that they have not carried out any of the securities transactions described above during the preceding 90 calendar days and undertaking not to carry out any such transactions during the following 90 calendar days, provided that, with respect to that forward-looking undertaking, each recipient’s commitment extends only until the 90th day following its receipt of the funds.
Below are some examples of the specific requirements set out by the regulations to access the FX Market for the most common concepts:
| ● | The proceeds of the disbursements of foreign financial loans incurred since September 1, 2019 must be transferred into Argentina and converted into Pesos (the “Repatriation”) in order for the Argentine resident debtor to have access to the FX Market for the payment of principal and interests under such foreign financial loan on their scheduled maturity. Foreign currency proceeds disbursed by non-Argentine residents as of September 1, 2019, must be transferred to Argentina and sold for Pesos in the FX Market. As such, a prior BCRA approval is not required for Argentine residents. In addition, the transaction must have been declared under the Reporting Foreign Assets and Liabilities Regime. |
| ● | Prepayments of principal and interests within more than three business days prior to the scheduled maturity require prior approval by the BCRA, subject to certain exceptions. |
| ● | Proceeds from exports of goods (“contravalor”) must be transferred to Argentina and sold for Pesos in the FX Market at the official exchange rate within a term ranging from 15 to 180 calendar days as from the date of shipment (“cumplido de embarque”) of the export destination granted by Argentine Customs. Regardless of the applicable term, upon collection of the export, the proceeds thereof must be repatriated no later than twenty business days from the date of collection. Amounts collected in foreign currency for insurance claims related to the exported goods must also be repatriated and settled in Pesos in the FX Market, up to the amount of the insured exported goods. Notwithstanding the foregoing, for as long as mandatory repatriation and settlement requirements remain in effect, projects approved under the RIGI benefit from special foreign exchange incentives, including the right to freely dispose of export proceeds, pursuant to article 100(c) of Annex I to Decree No. 749/2024, as amended by article 14 of Decree No. 105/2026 and implemented by BCRA Communication ‘A’ 8099. These incentives form part of the 30-year regulatory stability framework established under Title VII of the Bases Law. |
| ● | In the case of exports of services, all foreign currency proceeds must be transferred to Argentina and sold for Pesos in the FX Market at the official exchange rate within twenty business days from the date they are received (“percepción”), either locally or abroad, or credited (“acreditados”) to foreign accounts. |
E.Taxation
The following is a summary of the material Cayman Islands and U.S. tax consequences of acquiring, owning and disposing of securities.
Material Cayman Islands Tax Considerations
The following is a discussion on certain Cayman Islands income tax consequences of an investment in our securities. The discussion is a general summary of present law, which is subject to prospective and retroactive change. It is not intended as tax advice, does not consider any investor’s particular circumstances, and does not consider tax consequences other than those arising under Cayman Islands law.
Payments of dividends and capital in respect of our securities will not be subject to taxation in the Cayman Islands and no withholding will be required on the payment of a dividend or capital to any holder of the securities, nor will gains derived from the disposal of the securities be subject to Cayman Islands income or corporate tax. The Cayman Islands currently has no income, corporate or capital gains tax and no estate duty, inheritance tax or gift tax.
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No stamp duty is payable in respect of the issue of our securities or on an instrument of transfer in respect of our securities.
The Government of the Cayman Islands will not, under existing legislation, impose any income, corporate or capital gains tax, estate duty, inheritance tax, gift tax or withholding tax upon the Company or its shareholders. The Cayman Islands is not party to a double tax treaty with any country that is applicable to any payments made to or by the Company.
The Company has applied for, and received, an undertaking from the Financial Secretary of the Cayman Islands that, in accordance with section 6 of the Tax Concessions Act (As Revised) of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations shall apply to the Company or its operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax shall be payable (i) on or in respect of the shares, debentures or other obligations of the Company or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by the Company to or its shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of the Company.
Material U.S. Federal Income Tax Considerations
General
The following is a summary of certain U.S. federal income tax consequences for U.S. Holders and Non-U.S. Holders (each, as defined below) of ordinary shares of the Company that hold the ordinary shares as capital assets. The discussion does not cover all aspects of U.S. federal income taxation that may be relevant to, or the actual tax effect that any of the matters described herein will have on, the ownership or disposition of ordinary shares by particular investors (including consequences under the alternative minimum tax or net investment income tax), and does not address state, local, non-U.S. or other tax laws.
This summary also does not address tax considerations applicable to investors that own (directly, indirectly or by attribution) 5%. or more of the ordinary shares of the Company by vote or value, nor does this summary discuss all of the tax considerations that may be relevant to certain types of investors subject to special treatment under the U.S. federal income tax laws, such as:
| ● | financial institutions, |
| ● | insurance companies, |
| ● | individual retirement accounts and other tax-deferred accounts, |
| ● | tax-exempt organizations, |
| ● | dealers in securities or currencies, |
| ● | investors that will hold the ordinary shares as part of straddles, hedging transactions or conversion transactions for U.S. federal income tax purposes, |
| ● | persons that have ceased to be U.S. citizens or lawful permanent residents of the United States or are U.S. expatriates, |
| ● | investors holding the ordinary shares in connection with a trade or business conducted outside of the United States, |
| ● | U.S. Holders whose functional currency is not the U.S. dollar, |
| ● | Non-U.S. Holders holding the ordinary shares in connection with a trade or business conducted within the United States, or |
| ● | Non-U.S. Holders who are individuals present in the United States for 183 days or more in the taxable year at disposition. |
As used herein, the term “U.S. Holder” means a beneficial owner of ordinary shares that is, for U.S. federal income tax purposes, (i) an individual citizen or resident of the United States, (ii) a corporation created or organized under the laws of the United States, any state thereof or the District of Columbia, (iii) an estate the income of which is subject to U.S. federal income tax without regard to its source or (iv) a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust, or the trust has validly elected to be treated as a domestic trust for U.S. federal income tax purposes.
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As used herein, the term “Non-U.S. Holder” means a beneficial owner of ordinary shares that is, for U.S. federal income tax purposes, (i) a nonresident alien, (ii) a foreign corporation, or (iii) an estate or trust that in either case is not subject to U.S. federal income tax on a net income basis on income or gain from ordinary shares.
The U.S. federal income tax treatment of a partner in an entity or arrangement treated as a partnership for U.S. federal income tax purposes that holds ordinary shares will depend on the status of the partner and the activities of the partnership. Investors that are entities or arrangements treated as partnerships for U.S. federal income tax purposes should consult their tax advisers concerning the U.S. federal income tax consequences to them and their partners of the acquisition, ownership and disposition of ordinary shares by the partnership.
This summary is based on the tax laws of the United States, including the Internal Revenue Code of 1986, as amended, its legislative history, existing and proposed regulations thereunder, published rulings and court decisions, all as of the date hereof and all subject to change at any time, possibly with retroactive effect.
THE SUMMARY OF U.S. FEDERAL INCOME TAX CONSEQUENCES SET OUT BELOW IS FOR GENERAL INFORMATION ONLY. INVESTORS SHOULD CONSULT THEIR TAX ADVISERS AS TO THE PARTICULAR TAX CONSEQUENCES TO THEM OF ACQUIRING, OWNING, AND DISPOSING OF THE ORDINARY SHARES, INCLUDING THE APPLICABILITY AND EFFECT OF STATE, LOCAL, NON-U.S. AND OTHER TAX LAWS AND POSSIBLE CHANGES IN TAX LAW.
U.S. Holders
Dividends
Subject to the PFIC rules discussed below, distributions paid by the Company out of current or accumulated earnings and profits (as determined for U.S. federal income tax purposes) generally will be taxable to a U.S. Holder as dividend income and will not be eligible for the dividends received deduction allowed to corporations. Distributions in excess of current and accumulated earnings and profits will be treated as a nontaxable return of capital to the extent of the U.S. Holder’s basis in the ordinary shares, and thereafter as capital gain. However, the Company cannot provide any assurance that it will maintain calculations of its earnings and profits in accordance with U.S. federal income tax accounting principles. U.S. Holders should therefore assume that any distribution by the Company with respect to ordinary shares may be reported as ordinary dividend income. U.S. Holders should consult their own tax advisers with respect to the appropriate U.S. federal income tax treatment of any distribution received or treated as received from the Company.
Dividends paid by the Company generally will be taxable to a non-corporate U.S. Holder at the reduced rate normally applicable to long-term capital gains, provided that (i) the ordinary shares are readily tradable on an established securities market in the United States; (ii) certain holding period requirements are satisfied; and (iii) the Company is not classified as a PFIC for its taxable year during which the dividend is paid or its immediately preceding taxable year. See “—Passive Foreign Investment Company Considerations” below.
Sale or Other Disposition
Subject to the PFIC rules discussed below, upon a sale or other disposition of ordinary shares (including as a result of receipt of cash pursuant to the exercise of a warrant), a U.S. Holder generally will recognize capital gain or loss for U.S. federal income tax purposes equal to the difference, if any, between the amount realized on the sale or other disposition and the U.S. Holder’s adjusted tax basis in the ordinary shares. This capital gain or loss will be long-term capital gain or loss if the U.S. Holder’s holding period in the ordinary shares exceeds one year. Any gain or loss generally will be U.S. source. The deductibility of capital losses is subject to limitations.
See “—Passive Foreign Investment Company Considerations” below for a discussion of more adverse rules that will apply to a sale or other disposition of ordinary shares if the Company is or has been a PFIC for U.S. federal income tax purposes.
Passive Foreign Investment Company Considerations
In general, a non-U.S. corporation will be a Passive Foreign Investment Company (“PFIC”) in any taxable year in which, after taking into account the income and assets of the corporation and certain subsidiaries pursuant to applicable “look-through rules,” either (i) at least 75%. of its gross income is “passive income” or (ii) at least 50% of the average value of its assets is attributable to assets which produce passive income or are held for the production of passive income (passive income generally includes interest, dividends, rents, royalties and gains from commodities transactions). Goodwill is treated as an active asset under the PFIC rules to the extent attributable to activities that produce active income. Cash is a passive asset.
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The Company does not believe that it was a PFIC for its most recent taxable year and does not expect to be a PFIC for the current taxable year. However, a company’s PFIC status is an annual factual determination that can be made only after the end of each taxable year and the Company’s PFIC status for any taxable year will depend on the composition of its income and assets and the value of its assets from time to time (which may be determined, in part, by reference to the market price of its Shares, which could be volatile) and the manner in which it operates its projects. Furthermore, the Company owns, and may continue to own, minority stakes in entities or joint ventures. Any entities or joint ventures in which the Company owns a less than 25% minority stake will generally be treated as a passive asset for purposes of the PFIC rules. Accordingly, no assurance can be given that the Company will not be a PFIC for any taxable year. If the Company is a PFIC for any taxable year and any entity in which it owns or is deemed to own equity interests is also a PFIC (any such entity, a “Lower-tier PFIC”), a U.S. Holder will be deemed to own a proportionate amount (by value) of the shares of each such Lower-tier PFIC and will be subject to U.S. federal income tax according to the rules described in the next paragraph on (i) certain distributions by a Lower-tier PFIC, and (ii) dispositions of shares of Lower-tier PFICs, in each case as if such U.S. Holder held such shares directly, even though such U.S. Holder did not receive any proceeds of those distributions or dispositions.
If the Company is a PFIC in any year during which a U.S. Holder owns ordinary shares, and the U.S. Holder has not made a mark-to-market or qualified electing fund election (if available), the U.S. Holder generally will be subject to special rules with respect to (i) any “excess distribution” (generally, any distributions treated as received by the U.S. Holder on the ordinary shares in a taxable year that are greater than 125% of the average annual distributions treated as received by the U.S. Holder in the three preceding taxable years or, if shorter, the U.S. Holder’s holding period for the ordinary shares) and (ii) any gain realized on the sale or other disposition of ordinary shares. Under these rules (a) the excess distribution or gain will be allocated ratably over the U.S. Holder’s holding period, (b) the amount allocated to the current taxable year and any taxable year prior to the first taxable year in which the Company is a PFIC will be taxed as ordinary income, and (c) the amount allocated to each of the other taxable years will be subject to tax at the highest rate of tax in effect for the applicable class of taxpayer for that year and an interest charge for the deemed deferral benefit will be imposed with respect to the resulting tax attributable to each such other taxable year. If the Company is a PFIC for any taxable year during which a U.S. Holder holds the Shares, the Company would generally continue to be treated as a PFIC with respect to such U.S. Holder for all succeeding years during which such holder owns the Shares even if the Company ceases to meet the threshold requirements for PFIC status. Dividends paid by the Company in any year for which it is a PFIC or any year following such year will not be eligible for the reduced rate of tax described above under “Dividends.”
A U.S. Holder who has made a qualified electing fund (“QEF”) election (on or before the due date of the U.S. Holder’s tax return for the first taxable year to which the QEF applies) or a mark-to-market election with respect to the ordinary shares will not be subject to the PFIC regime if the Company ceases to be a PFIC. If the Company becomes a PFIC in future years, any prior QEF or mark-to-market election made by a U.S. Holder would still be valid, and new elections would not have to be made. However, a mark-to-market election cannot be made for any Lower-tier PFICs. U.S. Holders should consult their tax advisers regarding the application of the PFIC rules to their indirect ownership of shares in any Lower-tier PFICs.
If the Company were a PFIC for a prior taxable year during the U.S. Holder’s holding period, but ceases to be a PFIC for a subsequent taxable year, a U.S. Holder may make an election (a “deemed sale election”) to be treated for U.S. federal income tax purposes as having sold its ordinary shares, as applicable, on the last day of the last taxable year of the Company during which it was a PFIC. A U.S. Holder that makes a deemed sale election will cease to be treated as owning stock in a PFIC. However, gain recognized by a U.S. Holder as a result of making the deemed sale election will be subject to the rules described above.
A U.S. Holder who owns, or who is treated as owning, PFIC stock during any taxable year for which the Company is classified as a PFIC may be required to file Internal Revenue Service (“IRS”) Form 8621. Prospective purchasers should consult their tax advisers regarding the requirement to file IRS Form 8621 and the potential application of the PFIC regime.
Foreign Financial Asset Reporting
U.S. taxpayers that own certain foreign financial assets, including equity of foreign entities, with an aggregate value in excess of US$50,000 at the end of the taxable year or US$75,000 at any time during the taxable year (or, for certain individuals living outside the United States and married individuals filing joint returns, certain higher thresholds) may be required to file an IRS Form 8938 with respect to such assets with their tax returns. The ordinary shares are expected to constitute foreign financial assets subject to these requirements unless the ordinary shares are held in an account at a financial institution (in which case the account may be reportable if maintained by a foreign financial institution). U.S. Holders should consult their tax advisers regarding the application of the rules relating to foreign financial asset reporting.
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Non-U.S. Holders
Subject to the discussion below under “—Backup Withholding and Information Reporting,” any proceeds of a sale or other disposition of the ordinary shares, as well as dividends and other proceeds with respect to the ordinary shares, are not subject to U.S. federal income tax, including withholding taxes, if paid to a Non-U.S. Holder.
Backup Withholding and Information Reporting
Payments of dividends and other proceeds with respect to ordinary shares by a U.S. paying agent or other U.S. intermediary will be reported to the IRS and to a holder as may be required under applicable U.S. Treasury Regulations. Backup withholding may apply to these payments if the holder fails to provide an accurate taxpayer identification number or certification of exempt status or fails to comply with applicable certification requirements. Certain holders are not subject to backup withholding (including corporations and Non-U.S. Holders who provide certification of their exempt status). Holders should consult their tax advisers as to their qualification for exemption from backup withholding and the procedure for obtaining an exemption.
F.Dividends and Paying Agents
Not applicable.
G.Statement by Experts
Not applicable.
H.Documents on Display
We are subject to the information requirements of the Exchange Act, except that as a foreign issuer, we will not be subject to the proxy rules or the short-swing profit disclosure rules of the Exchange Act. In accordance with these statutory requirements, we will file or furnish reports and other information with the SEC, which you may inspect and copy at the Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains an Internet website that contains reports and other information about issuers, like us, that file electronically with the SEC. The address of that website is www.sec.gov.
I.Subsidiary Information
See “Item 4. Information on the Company—C. Organizational Structure” and Exhibit 8.1.
J.Annual Report to Security Holders.
If we are required to provide an annual report to security holders in response to the requirements of Form 6-K, we will submit the annual report to security holders in electronic format in accordance with the EDGAR Filer Manual.
ITEM 11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Our board of directors has overall responsibility for establishing and monitoring our risk management objectives and policies. While it retains ultimate responsibility for risk management, it has delegated the day-to-day monitoring to the executive management team to design and operate processes that ensure effective implementation of the risk management objectives and policies, and management periodically to the board of directors. Our audit committee will also review the risk management policies and processes, and report findings to the board of directors. The overall objective of the board of directors is to set policies that seek to reduce risk as far as possible without unduly affecting our competitiveness and flexibility.
The risks and methods for managing the risks are reviewed regularly, in order to reflect changes in market conditions and our activities. Through training, management standards and procedures, we aim to develop a disciplined and constructive control environment in which all our employees understand their roles and obligations.
For further information on our market risks, please see Note 15 to our audited consolidated financial statements included elsewhere in this report.
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ITEM 12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
A.Debt Securities
Not applicable.
B.Warrants and Rights
Not applicable.
C.Other Securities
Not applicable.
D.American Depositary Shares
Not applicable.
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PART II
ITEM 13.DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
A.Defaults
Not applicable.
B.Arrears and Delinquencies
Not applicable.
ITEM 14.MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
Not applicable.
ITEM 15.CONTROLS AND PROCEDURES
A.Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of June 30, 2026. Based on this evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were effective as of June 30, 2026, the end of the period covered by this report, at a reasonable assurance level and, accordingly, provide reasonable assurance that the information required to be disclosed by us in reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that information required to be disclosed by us in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our chief executive officer and chief financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.
B.Management’s Annual Report on Internal Control Over Financial Reporting
Management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act as a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS as adopted by the IASB and includes those policies and procedures that:
| ● | pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transaction and dispositions of our assets; |
| ● | provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with IFRS as adopted by the IASB, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and |
| ● | provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. |
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
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Management assessed the effectiveness of our internal control over financial reporting (as defined in Rules 13(a)-13(f) and 15(d)-15(f) under the U.S. Securities Exchange Act of 1934) as of June 30, 2026. In making this assessment, it used the criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on their assessment, management concluded that, as of June 30, 2026, our internal control over financial reporting is effective based on those criteria.
The effectiveness of our internal control over financial reporting as of June 30, 2026 has been audited by PwC, an independent registered public accounting firm, as stated in their report which appears herein.
C.Attestation Report of the Registered Public Accounting Firm
The effectiveness of our internal control over financial reporting as of June 30, 2026 has been audited by PwC, an independent registered public accounting firm, as stated in their report which appears herein.
D.Changes in Internal Control Over Financial Reporting
During the period covered by this annual report, there have not been any changes in our internal control over financial reporting that have materially affected or are reasonably likely to materially affect, our internal control over financial reporting.
ITEM 16.Reserved
A.Audit Committee Financial Expert
Our board of directors has determined that Duraiswami Narain is an “audit committee financial expert” as defined by the SEC item 16A of Form 20-F. All members of the audit committee are independent directors as defined in the Nasdaq Capital Market corporate governance standards and Rule 10A-3 under the Exchange Act.
B.Code of Ethics
We have adopted a Code of Ethics applicable to our directors, executive officers and employees and to all board members, employees and officers of our controlled companies. The Code of Ethics codifies the business and ethical principles that govern all aspects of our business. A copy of the Code of Ethics will be filed with the SEC and will be provided without charge upon written request to Bioceres Crop Solutions in writing at investorelations@biocerescrops.com. Bioceres Crop Solutions intends to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on Form 6-K (as required) or on our website.
C.Principal Accountant Fees and Services
PwC have acted as our principal accountants for the years ended June 30, 2026, and 2025. The following is a summary of fees paid or to be paid to PwC for services rendered for each of the last two fiscal years.
Audit Fees
Audit fees consist of fees billed for standard audit work that needs to be performed each year in order to issue opinions on our consolidated financial statements and for services that are normally provided by PwC in connection with regulatory filings. The aggregate fees billed by PwC for professional services rendered for the audit of our annual consolidated financial statements and review of the financial information included in our required filings with the SEC for the year ended June 30, 2026 and 2025 totaled US$1.0 million and US$1.9 million, respectively.
Audit-Related Fees
Audit-related fees billed consist of fees for services such as auditing of non-recurring transactions, reviews of semi-annual financial results, consents and comfort letters and any other audit services required for SEC or other regulatory filings. PwC did not bill us for audit-related services for the year ended June 30, 2026. PwC did not bill us for audit-related services for the year ended June 30, 2025.
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Tax Fees
Tax services relate to the aggregated fees for services on tax compliance. The aggregate fees by PwC for tax fees for each of the years ended June 30, 2026 and 2025 amounted to less than US$0.1.
All Other Fees
We did not pay PwC for other services for the years ended June 30, 2026 and 2025.
Pre-approval Policies
Our audit committee approves all auditing services and permitted non-audit services performed for us by our independent auditor in advance of an engagement. All auditing services and permitted non-audit services (including the fees and terms thereof) to be performed for us by our independent auditor must be approved by the audit committee in advance, subject to the de minimis exceptions for non-audit services described in Section 10A(i)(1)(B) of the Exchange Act which are approved by the committee prior to the completion of the audit.
D.Exemptions from the Listing Standards for Audit Committees
No exemptions from the listing standards for our audit committee.
E.Purchases of Equity Securities by the Issuer and Affiliated Purchasers
Not applicable.
F.Change in Registrant’s Certifying Accountant
Not applicable.
G.Corporate Governance
See “Item 6. Directors, Senior Management and Employees—C. Board Practices.”
H.Mine Safety Disclosure
Not applicable.
I.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
J.Insider Trading Policies
K.Cybersecurity
Risk Management and Strategy
We have developed and implemented cybersecurity risk management measures intended to protect the confidentiality, integrity, and availability of our critical systems and information. Our cybersecurity risk management measures
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Our cybersecurity risk management measures set out the foundation of the process for assessing, identifying and managing material risks from cybersecurity threats and provide guidance for response plan when facing cybersecurity threats. We have
There can be no assurance that our cybersecurity risk management measures and processes will be fully implemented, complied with or effective in protecting our systems and information. As of the date of this Form 20-F,
Cybersecurity Risk Governance
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Part III
ITEM 17.FINANCIAL STATEMENTS
We have responded to Item 18 in lieu of this item.
ITEM 18.FINANCIAL STATEMENTS
Financial Statements are filed as part of this report, see page F-1.
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ITEM 19.EXHIBITS
1.1* | | Amended and Restated Memorandum and Articles of Association of Bioceres Crop Solutions Corp. (Incorporated by reference to Exhibit 3.1 to Amendment No.1 to BIOX’s registration statement on Form F-1 (File No. 333-231883), filed with the SEC on July 12, 2019) |
1.2* | Certificate of Name Change (Incorporated by reference to Exhibit 1.2 to BIOX’s Shell Company Report on Form 20-F (File No. 001-38836), filed with the SEC on March 14, 2019) | |
2.2* | Rizobacter Shareholders’ Agreement, dated as of March 5, 2019, among Bioceres LLC, Pedro Enrique Mac Mullen, María Marta Mac Mullen and International Property Services Corp. (Incorporated by reference to Exhibit 2.4 to BIOX’s Annual Report on Form 20-F (File No. 001-38836), filed with the SEC on October 24, 2019) | |
2.4* | Note Purchase Agreement, dated August 5, 2022, by and among Bioceres Crop Solutions Corp., Solel-Bioceres SPV, L.P., the Holders from time to time party hereto and Wilmington Savings Fund Society, FSB, as collateral agent (Incorporated by reference to Exhibit 99.9 to BIOX’s Current Report on Form 6-K (File No. 001-38836), filed with the SEC on August 8, 2022) | |
2.5* | Note Purchase Agreement, dated August 5, 2022, by and among Bioceres Crop Solutions Corp., Jasper Lake Ventures One LLC, Redwood Enhanced Income Corp, Liminality Partners LP, the Holders from time to time party hereto and Wilmington Savings Fund Society, FSB, as collateral agent (Incorporated by reference to Exhibit 99.10 to BIOX’s Current Report on Form 6-K (File No. 001-38836), filed with the SEC on August 8, 2022) | |
2.6* | First Amendment to the Non-Convertible Note Purchase Agreement, dated June 18, 2025, by and among Bioceres Crop Solutions Corp., Solel-Bioceres SPV, L.P., the Holders from time to time party hereto and Wilmington Savings Fund Society, FSB, as collateral agent (Incorporated by reference to Exhibit 99.2 to BIOX’s Current Report on Form 6-K (File No. 001-38836), filed with the SEC on June 20, 2025) | |
2.7* | First Amendment to the Convertible Note Purchase Agreement, dated June 18, 2025, by and among Bioceres Crop Solutions Corp., Jasper Lake Ventures One LLC, Redwood Enhanced Income Corp, Liminality Partners LP, the Holders from time to time party hereto and Wilmington Savings Fund Society, FSB, as collateral agent (Incorporated by reference to Exhibit 99.1 to BIOX’s Current Report on Form 6-K (File No. 001-38836), filed with the SEC on June 20, 2025) | |
4.1* | Shareholders Agreement, dated as of March 14, 2019, by and among Bioceres Crop Solutions Corp., Bioceres LLC and the shareholders named therein (Incorporated by reference to Exhibit 4.3 to BIOX’s Shell Company Report on Form 20-F (File No. 001-38836), filed with the SEC on March 14, 2019) | |
4.2* | Form of Indemnification Agreement by and between Bioceres Crop Solutions Corp. and its directors | |
4.3* | Registration Rights Agreement, dated as of August 5, 2022 (as amended, restated supplemented or otherwise modified from time to time in accordance with the terms hereof) by and among Bioceres Crop Solutions Corp. and each purchaser named therein | |
8.1 | List of subsidiaries of Bioceres Crop Solutions Corp., as of June 30, 2026. See “Item 4. Information on the Company—C. Organizational Structure.” | |
11.1* | Bioceres Crop Solutions Corp. Code of Conduct and Ethics | |
11.2* | Bioceres Crop Solutions Corp. Insider Trading Policy | |
12.1 | Rule 13a-14(a)/15d-14(a) -– Section 302 - Certification of Chief Executive Officer | |
12.2 | Rule 13a-14(a)/15d-14(a) -– Section 302 - Certification of Chief Financial Officer | |
13.1 | 18 U.S.C. SECTION 1350 - Section 906 - Certification of Chief Executive Officer | |
13.2 | 18 U.S.C. SECTION 1350 - Section 906 - Certification of Chief Financial Officer | |
15.1 | Consent of Price Waterhouse & Co. S.R.L., independent registered public accounting firm, with respect to Bioceres Crop Solutions Corp.’s consolidated financial statements | |
97* | Bioceres Crop Solutions Corp. Clawback Policy | |
101.INS | Inline XBRL Instance Document | |
101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
*Previously filed.
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SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this registration statement on its behalf.
Date: October 30, 2026 | |||
BIOCERES CROP SOLUTIONS CORP. | |||
By: | /s/ Federico Trucco | ||
Name: | Federico Trucco | ||
Title: | Chief Executive Officer | ||
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BIOCERES CROP SOLUTIONS CORP.
Consolidated financial statements as of June 30, 2026 and 2025
and for the years ended June 30, 2026, 2025 and 2024.
Table of Contents
INDEX TO FINANCIAL STATEMENTS
BIOCERES CROP SOLUTIONS CORP.—AUDITED FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm (PCAOB ID | F-3 |
Consolidated Statements of Financial Position as of June 30, 2026, 2025 and 2024 | F-6 |
Consolidated Statements of Comprehensive Income for the years ended June 30, 2026 and 2025 | F-8 |
Consolidated Statements of Changes in Equity for the years ended June 30, 2026, 2025 and 2024 | F-10 |
Consolidated Statements of Cash Flows for the years ended June 30, 2026, 2025 and 2024 | F-11 |
Notes to Consolidated Financial Statements | F-13 |
F-2
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Report of Independent Registered Public Accounting Firm
To the board of directors and shareholders of Bioceres Crop Solutions Corp.
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated statements of financial position of Bioceres Crop Solutions Corp. and its subsidiaries (the “Company”) as of June 30, 2026 and 2025, 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, 2026, including the related notes (collectively referred to as the “consolidated financial statements”). We also have audited the Company’s internal control over financial reporting as of June 30, 2026, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of June 30, 2026 and 2025, and the results of its operations and its cash flows for each of the three years in the period ended June 30, 2026 in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of June 30, 2026, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
Substantial Doubt about the Company’s Ability to Continue as a Going Concern
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company’s current economic and financial situation indicates the existence of material uncertainty that raises substantial doubt on the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinions
The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Annual Report on Internal Control over Financial Reporting appearing under item 15B. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company’s internal control over financial reporting 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 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, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements 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.
www.pwc.com.ar | Price Waterhouse & Co. S.R.L., Bouchard 557, piso 8°, C1106ABG - |
F-3
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Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
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 (Rizobacter S.A. and Bioceres Crops S.A. Cash Generating Units), intangible assets not yet available for use and intangible assets with indefinite useful lives associated with the Rizobacter S.A. Cash Generating unit and intangible assets with definite useful lives for which events or changes in circumstances indicate that their carrying amount may not be recoverable associated with the Bioceres Crops S.A. Cash Generating Unit.
As described in Notes 4.6, 7.8 and 7.9 to the consolidated financial statements, the Company has goodwill associated with the Rizobacter S.A. and Bioceres Crop S.A. cash generating units (“CGU”), intangible assets not yet available for use and intangible assets with indefinite useful lives associated with the Rizobacter S.A. CGU and intangible assets with definite useful lives for which events or changes in circumstances indicate that their carrying amount may not be recoverable associated with the Bioceres Crops S.A. CGU. The total amount of the abovementioned goodwill and intangible assets as of June 30, 2026 related to Rizobacter S.A. and Bioceres Crops S.A. CGUs are $42.1 million and $29.3 million, respectively. 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 or for other intangible assets when 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 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, intangible assets not yet available for use and intangible assets with indefinite useful lives associated with the Rizobacter S.A. CGU and intangible assets with definite useful lives for which events or changes in circumstances indicate that their carrying amount may not be recoverable associated with the Bioceres Crops S.A. CGU considers significant and numerous judgments and assumptions that are subject to various risks and uncertainties. The key assumptions used in management’s models consisted of (i) market shares (ii) product prices (iii) royalties (iv) terminal value (growth rates used to extrapolate the future cash flow projections to the terminal period) and (v) discount rates.
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The principal considerations for our determination that performing procedures relating to impairment tests on goodwill (Rizobacter S.A. and Bioceres Crops S.A. cash generating units), intangible assets not yet available for use and intangible assets with indefinite useful lives associated with the Rizobacter S.A. CGU and intangible assets with definite useful lives for which events or changes in circumstances indicate that their carrying amount may not be recoverable associated with the Bioceres Crops S.A. CGU is a critical audit matter are (i) the significant judgment by management when developing the recoverable amount of the CGUs, intangible assets not yet available and intangible assets with indefinite useful lives associated with the Rizobacter S.A. CGU and intangible assets with definite useful lives for which events or changes in circumstances indicate that their carrying amount may not be recoverable associated with the Bioceres Crops S.A. CGU; (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) market shares (ii) product prices, (iii) royalties (iv) terminal value (v) discount rates; and (vi) 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 (Rizobacter S.A. and Bioceres Crops S.A. Cash Generating Units), intangible assets not yet available for use and intangible assets with indefinite useful lives associated with the Rizobacter S.A. CGU and intangible assets with definite useful lives for which events or changes in circumstances indicate that their carrying amount may not be recoverable associated with the Bioceres Crops S.A. CGU, including controls over the valuation of the CGUs, intangible assets not yet available for use and intangible assets with indefinite useful lives associated with the Rizobacter S.A. CGU and intangible assets with definite useful lives for which events or changes in circumstances indicate that their carrying amount may not be recoverable associated with the Bioceres Crops S.A. CGU. These procedures also included, among others (i) testing management’s process for developing the recoverable amounts of CGUs, intangible assets not yet available for use and intangible assets with indefinite useful lives associated with the Rizobacter S.A. CGU and intangible assets with definite for which events or changes in circumstances indicate that their carrying amount may not be recoverable associated with the Bioceres Crops S.A. CGU; (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 market shares, product prices, royalties, terminal value and discount rates. Evaluating management’s assumptions used in the models related to market shares, product prices, royalties, terminal value 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/
/s/Guillermo Miguel Bosio | |
Guillermo Miguel Bosio | |
Partner | |
October 30, 2026 |
We have served as the Company’s auditor since 2018.
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Table of Contents
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
As of June 30, 2026 and 2025
(Amounts in US$)
| Notes | | 06/30/2026 | | 06/30/2025 | |
ASSETS |
|
|
| |
| |
CURRENT ASSETS |
|
| |
| | |
Cash and cash equivalents |
| 7.1 |
| |
| |
Other financial assets |
| 7.2 |
| |
| |
Trade receivables |
| 7.3 |
| |
| |
Other receivables |
| 7.4 |
| |
| |
Recoverable income tax |
| |
| | ||
Inventories |
| 7.5 |
| |
| |
Biological assets | 7.6 | | | |||
Assets subject to foreclosure | 6 | | — | |||
Total current assets |
| |
| | ||
NON-CURRENT ASSETS |
|
| ||||
Other financial assets |
| 7.2 |
| — |
| |
Trade receivables | 7.3 | | | |||
Other receivables |
| 7.4 |
| |
| |
Recoverable income tax |
| — |
| | ||
Deferred tax assets | 9 |
| |
| | |
Investments in joint ventures and associates |
| 13 |
| |
| |
Investment properties | 7.10 | — | | |||
Property, plant and equipment |
| 7.7 |
| |
| |
Intangible assets |
| 7.8 |
| |
| |
Goodwill |
| 7.9 |
| |
| |
Right of use asset | 16 | | | |||
Total non-current assets |
|
| |
| | |
Total assets |
|
| |
| |
The accompanying Notes are an integral part of these Consolidated financial statements. Related parties’ balances and transactions are disclosed in Note 17.
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Table of Contents
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION.
As of June 30, 2026 and 2025
(Amounts in US$)
| Notes | | 06/30/2026 | | 06/30/2025 | |
LIABILITIES | ||||||
CURRENT LIABILITIES |
| |
| |
| |
Trade and other payables |
| 7.11 |
| | | |
Borrowings |
| 7.12 |
| | | |
Employee benefits and social security |
| 7.14 |
| | | |
Deferred revenue and advances from customers |
| 7.15 |
| | | |
Income tax payable |
| | | |||
Consideration for acquisition | | | ||||
Secured notes | 7.13 | | | |||
Lease liabilities | 16 | | | |||
Liabilities subject to foreclosure | 6 | | — | |||
Total current liabilities |
| | | |||
NON-CURRENT LIABILITIES |
| |||||
Trade and other payables | 7.11 | | | |||
Borrowings |
| 7.12 |
| | | |
Deferred revenue and advances from customers | 7.15 | | | |||
Joint ventures and associates |
| 13 |
| | | |
Deferred tax liabilities | 9 |
| | | ||
Provisions |
| 7.16 |
| | | |
Consideration for acquisition | | | ||||
Lease liabilities | 16 | | | |||
Total non-current liabilities |
| | | |||
Total liabilities |
| |
| | | |
EQUITY |
| |
| |||
Equity attributable to owners of the parent |
| |
| | | |
Non-controlling interest |
| |
| | | |
Total equity |
| |
| | | |
Total equity and liabilities |
| |
| | |
The accompanying Notes are an integral part of these Consolidated financial statements. Related parties’ balances and transactions are disclosed in Note 17.
F-7
Table of Contents
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the years ended June 30, 2026, 2025 and 2024
(Amounts in US$)
| Notes | | 06/30/2026 | | 06/30/2025 | | 06/30/2024 | |
Revenues from contracts with customers |
| 8.1 |
| |
| |
| |
Initial recognition and changes in the fair value of biological assets at the point of harvest |
|
| |
| |
| ( | |
Cost of sales | 8.2 | ( | ( | ( | ||||
Changes in the net realizable value of agricultural products after harvest | ( | ( | ( | |||||
Research and development expenses |
| 8.3 |
| ( |
| ( |
| ( |
Selling, general and administrative expenses |
| 8.4 |
| ( |
| ( |
| ( |
Share of profit or loss of joint ventures and associates |
| 13 |
| |
| ( |
| |
Other income or expenses, net | 8.5 |
| ( |
| |
| ( | |
Operating (loss) / profit |
| ( |
| |
| | ||
Financial cost |
| 8.6 |
| ( |
| ( |
| ( |
Other financial results | 8.6 | ( | ( | ( | ||||
(Loss) / Profit before income tax |
| ( |
| ( |
| | ||
Income tax | 9 |
| ( |
| ( |
| ( | |
(Loss) / Profit of the year from continuing operations |
| ( |
| ( |
| | ||
Discontinued operations | 6 | ( | ( | ( | ||||
Loss related to foreclosure | 6 | ( | — | — | ||||
Loss of the year from discontinued operations | ( | ( | ( | |||||
(Loss) / Profit of the year | ( | ( | | |||||
(Loss) / Profit from continuing operations attributable to: | ||||||||
Equity holders of the parent | ( | ( | | |||||
Non-controlling interests | ( | ( | | |||||
( | ( | | ||||||
Loss from discontinued operations attributable to: |
| |
| |
| | ||
Equity holders of the parent |
|
| ( |
| ( |
| ( | |
Non-controlling interests | — | — | — | |||||
( | ( | ( |
The accompanying Notes are an integral part of these consolidated financial statements. Related parties’ balances and transactions are disclosed in Note 17.
F-8
Table of Contents
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the years ended June 30, 2026, 2025 and 2024
(Amounts in US$)
Notes | 06/30/2026 | 06/30/2025 | 06/30/2024 | |||||
(Loss) / Profit of the year | | | ( | | ( | | | |
Other comprehensive profit / (loss) from continuing operations |
| |
| ( |
| ( | ||
Items that may be subsequently reclassified to loss |
| ( |
| ( |
| ( | ||
Foreign exchange differences on translation of foreign operations from joint ventures |
| — |
| — | ( | |||
Foreign exchange differences on translation of foreign operations |
| ( |
| ( | ( | |||
Items that will not be subsequently reclassified to loss and profit |
| |
| — |
| — | ||
Revaluation of property, plant and equipment, net of tax, of joint ventures and associates 1 |
| |
| — |
| — | ||
Revaluation of property, plant and equipment, net of tax 2 |
| |
| — |
| — | ||
Total comprehensive (loss) / profit |
| ( |
| ( |
| | ||
Total comprehensive (loss)/ profit from continuing operations attributable to: | ||||||||
Equity holders of the parent | ( | ( | | |||||
Non-controlling interests | ( | ( | | |||||
|
| ( | ( | | ||||
Total comprehensive loss from discontinued operations attributable to: | ||||||||
Equity holders of the parent | ( | ( | ( | |||||
Non-controlling interests | — | — | — | |||||
| ( | ( | ( | |||||
(Loss)/Profit per share | ||||||||
From continuing operations | ||||||||
Basic (loss)/profit attributable to ordinary equity holders of the parent | 10 | ( | ( | | ||||
Diluted (loss)/profit attributable to ordinary equity holders of the parent | 10 | ( | ( | | ||||
From discontinued operations | ||||||||
Basic loss attributable to ordinary equity holders of the parent | 10 | ( | ( | ( | ||||
Diluted loss attributable to ordinary equity holders of the parent | 10 | ( | ( | ( | ||||
|
| |||||||
From continuing and discontinued operations | ||||||||
Basic (loss)/profit attributable to ordinary equity holders of the parent | 10 | ( | ( | | ||||
Diluted (loss)/profit attributable to ordinary equity holders of the parent | 10 | ( | ( | |
1 | The revaluation of property, plant and equipment of joint ventures and associates is disclosed net of the corresponding income tax effect, which amounted to a charge of $ |
2 | The revaluation of property, plant and equipment is disclosed net of the corresponding income tax effect, which amounted to a charge of $ |
The accompanying Notes are an integral part of these Consolidated financial statements. Related parties’ balances and transactions are disclosed in Note 17.
F-9
Table of Contents
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
For the years ended June 30, 2026, 2025 and 2024
(Amounts in US$)
Attributable to the equity holders of the parent | ||||||||||||||||||||||||||
Changes in | Stock | Foreign | Revaluation of | Equity / (deficit) | ||||||||||||||||||||||
non- | Own shares | options and | currency | PP&E and effect | attributable to | |||||||||||||||||||||
Issued | Share | controlling | trading | share based | Convertible | Cost of own | Retained | translation | of tax rate | owners of the | Non-controlling | Total | ||||||||||||||
Description | | capital | | premium | | interests | | premium | | incentives | | instruments | | shares held | | deficit | | reserve | | change | | parent | | Interests | | equity |
06/30/2023 | | | ( | ( | | | ( | ( | | ( | | | | |||||||||||||
Share-based incentives | | | — | — | | — | — | — | — | — | | — | | |||||||||||||
Purchase of own shares | — | — | — | — | — | — | ( | — | — | — | ( | — | ( | |||||||||||||
Business combination | — | — | — | — | — | — | — | — | — | — | — | | | |||||||||||||
Distribution of dividends by subsidiary | — | — | — | — | — | — | — | — | — | — | — | ( | ( | |||||||||||||
Profit for the year | — | — | — | — | — | — | — | | — | — | | | | |||||||||||||
Other comprehensive loss | — | — | — | — | — | — | — | — | ( | — | ( | ( | ( | |||||||||||||
06/30/2024 | | | ( | ( | | | ( | ( | | ( | | | | |||||||||||||
Share-based incentives | — | | — | — | | — | — | — | — | — | | — | ||||||||||||||
Purchase of own shares | — | — | — | — | — | — | ( | — | — | — | ( | — | ( | |||||||||||||
Business combination (Note 2- Subsidiaries) | — | — | | — | — | — | — | — | — | — | | ( | — | |||||||||||||
Distribution of dividends by subsidiary | — | — | — | — | — | — | — | — | — | — | — | ( | ( | |||||||||||||
Loss for the year | — | — | — | — | — | — | — | ( | — | — | ( | ( | ( | |||||||||||||
Other comprehensive loss | — | — | — | — | — | — | — | — | ( | — | ( | ( | ( | |||||||||||||
06/30/2025 | | | | ( | | | ( | ( | | ( | | | | |||||||||||||
Share-based incentives | — | — | — | — | | — | — | — | — | — | | — | | |||||||||||||
Contingent consideration payment | — | | — | ( | — | — | | — | — | — | | — | | |||||||||||||
Sale of own shares | — | — | — | ( | — | — | | — | — | — | | — | | |||||||||||||
Change in ownership interest / Loss of control (Note 13) | — | — | — | — | — | — | — | — | — | — | — | ( | ( | |||||||||||||
Loss of the year | — | — | — | — | — | — | — | ( | — | — | ( | ( | ( | |||||||||||||
Other comprehensive (loss)/profit | — | — | — | — | — | — | — | — | ( | | | | | |||||||||||||
06/30/2026 | | | | ( | | | ( | ( | | | | | | |||||||||||||
The accompanying Notes are an integral part of these consolidated financial statements. Related parties’ balances and transactions are disclosed in Note 17.
F-10
Table of Contents
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the years ended June 30, 2026, 2025 and 2024
(Amounts in US$)
| Notes | | 06/30/2026 | | 06/30/2025 | | 06/30/2024 | |
OPERATING ACTIVITIES |
| |||||||
Loss of the year |
| ( | ( | | ||||
Loss of the year from discontinued operations | ||||||||
Adjustments to reconcile profit to net cash flows |
| |||||||
Income tax |
| 9 | | | | |||
Financial results |
| | | | ||||
Depreciation of property, plant and equipment |
| 7.7 | | | | |||
Amortization of intangible assets |
| 7.8 | | | | |||
Depreciation of leased assets | 16 | | | | ||||
Other contingencies | 7.16 | | — | — | ||||
Impairment of intangible assets and goodwill | 7.8 | | — | — | ||||
Impairment of other receivables from joint ventures and associates | 7.4 | | — | — | ||||
Other restructuring and transaction-related expenses and charges | | | | |||||
Share-based incentive and stock options |
| | | | ||||
Share of profit or loss of joint ventures and associates |
| 13 | ( | | ( | |||
Provisions for contingencies | | | | |||||
Allowance for impairment of trade debtors |
| | | | ||||
Allowance for obsolescence |
| | | | ||||
Initial recognition and changes in the fair value of biological assets |
| ( | ( | | ||||
Changes in the net realizable value of agricultural products after harvest | | | | |||||
Gain on sale of equipment and intangible assets |
| — | ( | ( | ||||
| ||||||||
Working capital adjustments |
| |||||||
Trade receivables |
| | | ( | ||||
Other receivables |
| | ( | ( | ||||
Income and minimum presumed income taxes |
| ( | ( | | ||||
Inventories and biological assets |
| | | | ||||
Trade and other payables |
| ( | ( | | ||||
Employee benefits and social security |
| ( | ( | ( | ||||
Deferred revenue and advances from customers |
| ( | ( | ( | ||||
Income taxes paid |
| ( | — | ( | ||||
Interest collected | | | | |||||
Inflation effects on working capital adjustments |
| | | | ||||
Net cash flows generated by operating activities from continuing operations | | | | |||||
Net cash flows (used in)/generated by operating activities from discontinued operations | ( | | | |||||
Net cash flows generated by operating activities |
| | | |
The accompanying Notes are an integral part of these consolidated financial statements. Related parties’ balances and transactions are disclosed in Note 17.
F-11
Table of Contents
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the years ended June 30, 2026, 2025 and 2024
(Amounts in US$)
| Notes | | 06/30/2026 | | 06/30/2025 | | 06/30/2024 | |
INVESTMENT ACTIVITIES |
| |
| |
| |
| |
Proceeds from sale of property, plant and equipment | |
| |
| | |||
Net cash received from business combination | — | — | | |||||
Net cash outflow from deconsolidation of subsidiary | ( | — | — | |||||
Proceeds from financial assets | | | | |||||
Investment in financial assets |
| ( |
| ( |
| ( | ||
Purchase of property, plant and equipment | 7.7 | ( | ( | ( | ||||
Capitalized development expenditures | 7.8 | ( |
| ( |
| ( | ||
Purchase of intangible assets |
| 7.8 | ( |
| ( |
| ( | |
Net cash flows used in investing activities from continuing operations | ( | ( | ( | |||||
Net cash flows used in investing activities from discontinued operations | ( |
| ( |
| ( | |||
Net cash flows used in investing activities | ( | ( | ( | |||||
FINANCING ACTIVITIES |
|
| ||||||
Proceeds from borrowings | |
| |
| | |||
Repayment of borrowings and financed payments | ( |
| ( |
| ( | |||
Interest payments | ( | ( | ( | |||||
Other financial payments | ( |
| ( |
| ( | |||
Purchase of own shares | — |
| ( |
| ( | |||
Sales of own shares | | — | — | |||||
Leased assets payments | 16 | ( |
| ( |
| ( | ||
Cash dividend distributed by subsidiary | — | ( | ( | |||||
Net cash flows used in financing activities from continuing operations | ( | ( | ( | |||||
Net cash flows (used in)/generated by financing activities from discontinued operations | | | ( | |||||
Net cash flows used in financing activities | ( | ( | ( | |||||
Net decrease in cash and cash equivalents from continuing operations | ( | ( | ( | |||||
Net (decrease) / increase in cash and cash equivalents from discontinued operations | ( | | | |||||
Net (decrease) / increase in cash and cash equivalents | ( |
| ( |
| | |||
Inflation effects on cash and cash equivalents | ( |
| |
| ( | |||
Cash and cash equivalents as of beginning of the year | 7.1 | | | | ||||
Effect of exchange rate changes on cash and equivalents | ( | ( | ( | |||||
Cash reclassified to assets subject to foreclosure |
| ( |
| — |
| — | ||
Cash and cash equivalents as of the end of the year |
| 7.1 | |
| |
| |
The accompanying Notes are an integral part of these Consolidated financial statements. Related parties’ balances and transactions are disclosed in Note 17.
F-12
Table of Contents
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As of June 30, 2026 and 2025 and for the years ended June 30, 2026, 2025 and 2024
(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 statements of financial position. |
| 8. | Information about components of consolidated statements 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. |
F-13
Table of Contents
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As of June 30, 2026 and 2025 and for the years ended June 30, 2026, 2025 and 2024
(Amounts in US$, except otherwise indicated)
1. GENERAL INFORMATION
Bioceres Crop Solutions Corp. (NASDAQ: BIOX) is a leader in the development and commercialization of productivity solutions designed to regenerate agricultural ecosystems while making crops more resilient to climate change. To do this, Bioceres’ products create economic incentives for farmers and other stakeholders to adopt environmentally friendly production practices. Bioceres has a unique biotech platform with high impact, patented technologies for seeds and microbial ag inputs, as well as next generation crop nutrition and protection solutions.
Bioceres is a global company with an extensive geographic footprint. The Group’s agricultural inputs are marketed across more than
Unless the context otherwise requires, “we”, “us”, “our”, “Bioceres”, “BIOX”, “the Group”, and “Bioceres Crop Solutions” will refer to Bioceres Crop Solutions Corp. and its subsidiaries.
2. ACCOUNTING STANDARDS AND BASIS OF PREPARATION
Statement of compliance with IFRS as issued by IASB
The 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, 2026, and 2025 and for the years ended June 30, 2026, 2025 and 2024 have been authorized by the Board of Directors of Bioceres Crop Solutions on October 30, 2026.
Basis of measurement
The consolidated financial statements of the Group have been prepared using:
| ● | 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. |
| ● | Going concern basis of accounting, considering the conclusion of the assessment made by the Group’s Management in accordance with the requirements of paragraph 25 of IAS 1, “Presentation of Financial Statements” as described below. |
F-14
Table of Contents
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As of June 30, 2026 and 2025 and for the years ended June 30, 2026, 2025 and 2024
(Amounts in US$, except otherwise indicated)
During previous fiscal year, the Group has experienced a setback due to challenges in the Argentine market—most notably, the deterioration in farmer economics driven by declining commodity prices and weak yield forecasts. These external pressures significantly impacted per-hectare income for Argentine farmers, leading to reduced investment in key inputs such as fertilizers and crop protection products. This reduction in demand, combined with a well-supplied ag-input market resulting from aggressive purchasing in prior years, has led to increased price pressure and lower adoption of high-value technologies like ours in last fiscal year.
Due to these adverse market conditions, our performance metrics were negatively impacted, leading to a breach of the ratio thresholds stipulated in the Secured Notes. On November 10, 2025, we received a Declaration of Acceleration, and on November 11, 2025, the noteholders initiated legal proceedings against the Group seeking full payment of the amounts due. In this context, the intervening court issued a precautionary measure prohibiting us from transferring, assigning, encumbering or liquidating any collateral or security interest. On January 20, 2026, a judicial foreclosure sale of granted collateral took place, resulting in the loss of the Pro Farm business and, on October 2, 2026, the court entered judgment against the Group in connection with the amounts due under the Secured Notes. Subsequently, the Group has filed a notice of appeal of the judgment (see Note 6).
In light of Pro Farm business developments, the Group undertook a broader reassessment of its commercial strategy and market positioning. As part of this reassessment, particular attention has been placed on its operations in Brazil, which currently present a leveraged capital structure relative to their current scale of operations, short-term debt maturities, and more limited access to external financing.
In parallel, in Argentina, we successfully completed a restructuring of $
As a result of the acceleration of the Secured Notes, together with the reclassification of approximately $
Management is actively pursuing several initiatives to strengthen the Group’s financial position. In addition to ongoing discussions regarding new long-term financing facilities and exploring potential settlement alternatives with the noteholders, management is evaluating alternatives to optimize the utilization of its fixed assets, pursue potential asset dispositions and assessing equity financing opportunities. Concurrently, the Group has achieved meaningful progress in improving working capital efficiency and aligning its cost structure with current market conditions.
Despite the adverse impact of financial difficulties faced by agricultural producers, we were able to maintain our market share in key product families and the outlook for upcoming campaigns remains positive in Argentina. This optimism is grounded in expectations of a more favorable macroeconomic environment in the country and the normalization of climatic conditions affecting the agricultural sector, even though the market remains challenging.
The generation of cash flow over the next twelve months depends on the success of these initiatives, which cannot be guaranteed as they rely on factors not entirely within the Group’s control. The uncertainty surrounding our ability to secure additional financing contributes to material uncertainty that raises substantial doubt regarding the Group’s ability to continue as a going concern.
The accompanying consolidated financial statements do not include any adjustments that may be required to address potential impacts on the recoverability and classification of assets, or on the amounts and classifications of liabilities, should the Group be unable to continue as a going concern.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As of June 30, 2026 and 2025 and for the years ended June 30, 2026, 2025 and 2024
(Amounts in US$, except otherwise indicated)
Functional currency and presentation currency
a) | Functional currency |
Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic market in which the entity operates (i.e., “the functional currency”).
b) | Presentation currency |
The consolidated financial statements of the Group are presented in US dollars.
c) | Foreign currency |
Transactions entered by Group entities in a currency other than their functional currency are recorded at the relevant exchange rates as of the date upon which such transactions occur. Foreign currency monetary assets and liabilities are translated at the prevailing exchanges rates as of the final day of each reporting period. Exchange differences arising from the retranslation of unsettled monetary assets and liabilities are recognized immediately in profit or loss, except for foreign currency borrowings qualifying as a hedge of a net investment in a foreign operation for which exchange differences are recognized in other comprehensive income and accumulated in the foreign exchange reserve along with the exchange differences arising from the retranslation of the foreign operation. Upon the disposal of a foreign operation, the cumulative exchange differences recognized in the foreign exchange reserve relating to such operation up to the date of disposal are transferred to the consolidated statement of profit or loss and other comprehensive income as part of the gain or loss recognized upon such disposal.
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 to 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. |
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As of June 30, 2026 and 2025 and for the years ended June 30, 2026, 2025 and 2024
(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:
The Group holds a majority share of the voting rights in all of its subsidiaries.
% Equity interest | |||||||||||
Name | | Principal activities | | Country | | Ref | | 06/30/2026 | | 06/30/2025 | |
RASA Holding, LLC |
| Holding company |
| USA |
|
|
| | % | | % |
Rizobacter Argentina S.A. |
| Biological business |
| Argentina |
|
|
| | % | | % |
Rizobacter do Brasil Ltda. |
| Biological business |
| Brazil |
| a |
| | % | | % |
Rizobacter del Paraguay S.A. |
| Biological business |
| Paraguay |
| a |
| | % | | % |
Rizobacter Uruguay |
| Biological business |
| Uruguay |
| a |
| | % | | % |
Rizobacter South Africa |
| Biological business |
| South Africa |
| a |
| | % | | % |
Comer. Agrop. Rizobacter de Bolivia S.A. |
| Biological business |
| Bolivia |
| a |
| | % | | % |
Rizobacter USA, LLC |
| Biological business |
| USA |
| a |
| | % | | % |
Rizobacter Colombia SAS |
| Biological business |
| Colombia |
| a |
| | % | | % |
Rizobacter France SAS |
| Biological business |
| France |
| a |
| | % | | % |
Bioceres Crops S.A. |
| Biological business |
| Argentina |
|
|
| | % | | % |
BCS Holding Inc | Holding Company | USA |
| | % | | % | ||||
Bioceres Semillas S.A.U. | Production and commercialization of seeds | Argentina | a/b | | % | | % | ||||
Verdeca LLC | Research and development | USA |
| | % | | % | ||||
Insumos Agroquímicos S.A. | Selling of agricultural inputs | Argentina |
| | % | | % | ||||
Bioceres Crops Do Brasil Ltda. | Production and commercialization of seeds | Brazil |
| | % | | % | ||||
Pro Farm Group Inc. | Biological business | USA | | % | | % | |||||
Pro Farm International, OÜ | Biological business | Finland | c | — | | % | |||||
Pro Farm Michigan Manufacturing LLC | Biological business | USA | c | — | | % | |||||
Pro Farm Russia, LLC | Biological business | Russia | c | — | | % | |||||
Pro Farm Technologies Comércio de Insumo Agrícolas do Brasil Ltda | Biological business | Brazil | c | — | | % | |||||
Pro Farm Technologies, OÜ | Biological business | Finland | c | — | | % | |||||
Glinatur S.A. | Biological business | Uruguay | c | — | | % | |||||
Rifarm Mexico S.R.L.de C.V. | Biological business | Mexico | c | — | | % | |||||
Natal Agro S.R.L. | Development and breeding of seeds | Argentina | d | | % | | % | ||||
b)In June 2025, Rizobacter Argentina S.A. entered into a share purchase agreement with Bioceres Crop Solutions Corp., acquiring
c)Entities derecognized following the judicial foreclosure sale (see Note 6).
d)During February 2026, the Group disposed of a
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. We then consider which activities have a significant impact on the SPE’s returns and determine which parties have an ability to direct each of those activities.
The Group controls an SPE when it 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. As of and for the year ended June 30, 2026, the Group had no active SPEs.
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Table of Contents
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As of June 30, 2026 and 2025 and for the years ended June 30, 2026, 2025 and 2024
(Amounts in US$, except otherwise indicated)
3. NEW STANDARDS, AMENDMENTS AND INTERPRETATIONS ISSUED BY THE IASB
-a) Amendments to IAS 21- Lack of Exchangeability.
These new standards and amendments did not have any material impact on the Group.
b)The following new standards are not yet adopted by the Group.
| - | Amendment to IFRS 9 and IFRS 7 – Classification and measurement of financial instruments. The amendments are effective for annual periods beginning on or after January 1, 2026. |
| - | IFRS 19 - Subsidiaries without Public Accountability: Disclosures- The amendments are effective for annual periods beginning on or after January 1, 2027. |
| - | Annual Improvements to IFRS Accounting Standards—Volume 11. The amendments are effective for annual periods beginning on or after January 1, 2026. |
| - | Amendments to IFRS 9 and IFRS 7 – Contracts Referencing Nature-dependent Electricity. The amendments are effective for annual periods beginning on or after January 1, 2026. |
| - | Amendment to IAS 21 – Translation into a Hyperinflationary Presentation Currency. The amendments are effective for annual periods beginning on or after January 1, 2027. |
| - | IFRS 20 - Regulatory Assets and Regulatory Liabilities. Effective for annual periods beginning on or after 1 January 2029. |
| - | Amendments to IAS 28 - Fair Value Option for Investments in Associates and Joint Ventures. The amendments are effective for annual periods beginning on or after January 1, 2027. |
The above new standards and amendments are not expected to have material impact on the Group.
| - | IFRS 18 – Presentation and Disclosure in Financial Statements. This standard introduces new requirements for the presentation and disclosure of income and expenses in the statement of profit or loss, including the introduction of new defined subtotals such as Operating Profit and enhanced disaggregation requirements. The standard also includes additional guidance on aggregation principles and requires disclosures about management-defined performance measures (MPMs) used in public communications outside the financial statements. It is effective for annual periods beginning on or after January 1, 2027. |
The Group is analyzing the potential impact of this standard on our financial statements, which is expected to mainly affect the presentation and structure of the primary financial statements and related disclosures, but not the recognition or measurement of transactions.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As of June 30, 2026 and 2025 and for the years ended June 30, 2026, 2025 and 2024
(Amounts in US$, except otherwise indicated)
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. Inventories
Inventories are initially recognized at cost and subsequently measured 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.
The Group assesses the recoverability of inventories considering their sale price, whether the inventories are damaged and whether they have become obsolete as a 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.
4.3. Biological assets
Within current assets, growing crops are included as biological assets from the moment of sowing until the moment of harvest (approximately
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 at 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-sales is non-significant.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As of June 30, 2026 and 2025 and for the years ended June 30, 2026, 2025 and 2024
(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 rates.
Market prices are generally determined by reference to observable data in the principal market for 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.
4.4. 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 than 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.
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Table of Contents
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As of June 30, 2026 and 2025 and for the years ended June 30, 2026, 2025 and 2024
(Amounts in US$, except otherwise indicated)
4.5. Business combination under common control
Common control of business combination is excluded from the scope of IFRS 3. There is no other specific guidance on this topic elsewhere in IFRS. Therefore, management needs to use judgement to develop an accounting policy that provides relevant and reliable information in accordance with IAS 8. Management accounting police choice for business combination under common control is “Predecessor value method”. A Predecessor value method involves accounting for the assets and liabilities of the acquired business using existing carrying values. Differences between the carrying value and the amount payable should be accounted as an equity contribution.
Management’s accounting policy choice is to use a prospective presentation method.
4.6. Impairment of non-financial assets (excluding inventories and deferred tax assets)
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 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 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.
Impairment testing of goodwill and intangible assets not yet available for use, with indefinite useful lives or whenever events or changes in circumstances indicate that their carrying amount may not be recoverable, 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 intangibles and goodwill are further explained in Notes 7.8 and 7.9.
4.7. 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 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 is structured through a separate vehicle; |
| - | The contractual terms of the joint arrangement agreement; and |
| - | Any other facts and circumstances (including any other contractual arrangements). |
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As of June 30, 2026 and 2025 and for the years ended June 30, 2026, 2025 and 2024
(Amounts in US$, except otherwise indicated)
The Group accounts for its interests in joint ventures 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 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 are recognized only to the extent of unrelated investors’ interest in the joint venture. The Group’s share in a joint venture’s profits and losses resulting from a transaction is eliminated against the carrying amount of investment in the joint venture through the line “share of profit (or loss) of joint ventures” in the Consolidated statements of profit or loss and other comprehensive income.
Any premium paid for an investment in a joint venture 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. Where there is objective evidence that the investment in a joint venture 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).
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.
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.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As of June 30, 2026 and 2025 and for the years ended June 30, 2026, 2025 and 2024
(Amounts in US$, except otherwise indicated)
4.8. 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:
Office equipment:
Vehicles:
Computer equipment and software:
Fixture and fittings:
Machinery and equipment:
Buildings:
However, for certain assets whose use is directly linked to the level of production, depreciation is determined using the units-of-production method, so that the depreciation expense reflects the actual pattern of consumption of the asset’s future economic benefits.
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 as 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.
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 of 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.
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.
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Table of Contents
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As of June 30, 2026 and 2025 and for the years ended June 30, 2026, 2025 and 2024
(Amounts in US$, except otherwise indicated)
Property valuation is a significant area of estimation uncertainty. Fair values are prepared regularly by Management, considering 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 tears. 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
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.
4.9. Leases
Leases are recognized as a right-of-use asset and corresponding liability at the date on 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 to produce a constant periodic rate of interest on the remaining balance of 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).
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 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.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As of June 30, 2026 and 2025 and for the years ended June 30, 2026, 2025 and 2024
(Amounts in US$, except otherwise indicated)
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 in 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 and interest rate used in the discounted cash flow involved a management’s estimations.
4.10. 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:
Trademarks and patents:
Certification ISO Standards:
Useful lives and amortization methods are reviewed every year as required by IAS 38.
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.
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.
Capitalized development costs are amortized using the straight-line method over the periods the Group expects to benefit from selling the products developed.
Useful lives and amortization methods are reviewed every year as required by IAS 38.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As of June 30, 2026 and 2025 and for the years ended June 30, 2026, 2025 and 2024
(Amounts in US$, except otherwise indicated)
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 are generally divided into the following six phases:
i) Conceptualization: New ideas are managed through a process in which R&D performs a preliminary assessment, and key areas contribute to their expertise. If the initiative is approved, a detailed project workplan are developed, and the initiative advances to the product development stage.
ii) Proof of concept: This phase is aimed at validating the preliminary data gathered during the conceptualization process. The goal of this phase is to validate 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 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. Key activities comprise (i) transferring bioprocesses and formulations to production and (ii) preparing and submitting regulatory dossiers, including registration and label extension applications. Usually, a more detailed marketing strategy and preparation of marketing materials occur during this phase.
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 conceptualization. When technology is commercialized through joint ventures or technology licenses, 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 probable.
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Table of Contents
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As of June 30, 2026 and 2025 and for the years ended June 30, 2026, 2025 and 2024
(Amounts in US$, except otherwise indicated)
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:
Trademarks:
Customer loyalty:
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.
4.11. 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 costs.
In the measurement after initial recognition, the Group has chosen the cost model for all property investment.
4.12. Financial assets and liabilities
The Group measures its financial assets and liabilities 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 or liability as measured at fair value through profit or loss to eliminate or significantly reduce a measurement or recognition inconsistency.
Financial assets or liabilities at fair value through profit or loss are measured at fair value through profit or loss due to the business model used in their management and/or the contractual characteristics of their cash flows.
When a financial instrument is required to be measured at fair value, the Group applies valuation techniques that are appropriate in the circumstances and for which sufficient data are available, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs.
Fair value measurements are classified within the fair value hierarchy established by IFRS 13 based on the lowest level input that is significant to the measurement as a whole.
The Group applies the expected credit loss (“ECL”) model prescribed by IFRS 9 to assess impairment of financial assets measured at amortized cost and other financial instruments subject to IFRS 9 impairment requirements. At each reporting date, the Group assesses whether there has been a significant increase in credit risk since initial recognition.
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Table of Contents
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As of June 30, 2026 and 2025 and for the years ended June 30, 2026, 2025 and 2024
(Amounts in US$, except otherwise indicated)
Modification of financial instruments
The Group assesses whether modifications to the contractual terms of a financial instrument result in the derecognition of the original instrument.
Where a modification results in derecognition, the original financial asset or financial liability is derecognized and a new financial instrument is recognized. Any difference between the carrying amount of the derecognized instrument and the consideration paid or received, or the fair value of the newly recognized instrument, as applicable, is recognized immediately in profit or loss.
Where a modification does not result in derecognition, the financial instrument continues to be recognized and its carrying amount is adjusted to reflect the revised contractual cash flows. The resulting modification gain or loss, representing the difference between the instrument’s previous carrying amount and the recalculated carrying amount, is recognized immediately in profit or loss. Thereafter, interest income or expense is recognized using the effective interest method based on the revised carrying amount.
For financial assets, contractual modifications are also considered in assessing whether there has been a significant increase in credit risk and in measuring expected credit losses in accordance with IFRS 9.
Offsetting of financial assets and financial liabilities
Financial assets and financial liabilities are offset and presented net in the statement of financial position only when the Group has a current legally enforceable right to set off the recognized amounts and there is an intention either to settle on a net basis or to realize the asset and settle the liability simultaneously.
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.
4.14. Convertible 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.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As of June 30, 2026 and 2025 and for the years ended June 30, 2026, 2025 and 2024
(Amounts in US$, except otherwise indicated)
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 4.20.
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 - ie., 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.
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.
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Table of Contents
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As of June 30, 2026 and 2025 and for the years ended June 30, 2026, 2025 and 2024
(Amounts in US$, except otherwise indicated)
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
4.19. Current and deferred 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 effects 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. |
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 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. |
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As of June 30, 2026 and 2025 and for the years ended June 30, 2026, 2025 and 2024
(Amounts in US$, except otherwise indicated)
4.20. Share-based payments
Certain executives and directors of the Group were granted incentives in the form of shares and options to purchase Bioceres Crop Solutions 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 vast. 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 considered 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 vast 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 Bioceres Crop Solutions or by the counterparty, any remainder of the fair value is charged to income immediately.
The dilutive effect of current options is considered in the calculation of the diluted earnings per share.
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 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 by 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.
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Table of Contents
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As of June 30, 2026 and 2025 and for the years ended June 30, 2026, 2025 and 2024
(Amounts in US$, except otherwise indicated)
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 estimates
| - | Impairment testing of intangible assets not yet available for use, with indefinite useful lives or whenever events or changes in circumstances indicate that their carrying amount may not be recoverable (Note 4.6). |
| - | Impairment of goodwill (Notes 4.6). |
| - | Identification and fair value of identifiable intangible assets arising in acquisitions (Note 4.10 c). |
6. SIGNIFICANT TRANSACTIONS
ASSETS SUBJECT TO FORECLOSURE AND DISCONTINUED OPERATIONS
On November 10, 2025, we received a declaration of acceleration from the holders of the Secured Notes, alleging defaults under the note documents. On November 11, 2025, the holders commenced a lawsuit against us and certain of our subsidiaries and affiliates that guaranteed such notes in the Supreme Court of the State of New York, County of New York, captioned Jasper Lake Ventures One LLC, et al. v. Bioceres Crop Solutions Corp., et al. (Index No. 659704/2025), seeking full repayment of the amounts allegedly due under the notes. We have disputed the alleged defaults and the validity of the acceleration.
On December 18, 2025, the Court granted the noteholders a preliminary injunction prohibiting the transfer or encumbrance of the relevant collateral. On January 20, 2026, the Pro Farm Foreclosure auction was held at which the collateral pledged by Pro Farm Group, Inc. and Pro Farm Michigan Manufacturing, LLC was sold. An affiliate of the noteholders, PFG Holdings Corp., was the only bidder and submitted the winning credit bid of $
On June 16, 2026, the Court granted the noteholders partial summary judgment on liability, finding that multiple events of default had occurred under the note documents and that both us and our relevant guarantors are jointly and severally liable. On September 18, 2026, the Court granted the noteholders’ motion for summary judgment as to damages, and on September 23, 2026, the Court entered an order awarding the noteholders a judgment in the amount of approximately $
As of the date of this report, this dispute has resulted in two additional actions currently pending in the Supreme Court of the State of New York, County of New York, captioned Bioceres Crop Solutions Corp. v. PFG Holding Corp. (Index No. 652841/2026) and Bioceres Crop Solutions Corp. v. Jasper Lake Ventures One LLC, et al. (Index No. 654087/2026). These actions relate to our continued dispute as to the alleged defaults, the validity of the acceleration, and the commercial reasonableness of the Pro Farm Foreclosure process. We have reserved all rights and remedies in this respect.
Due to the situation described above, as of June 30, 2026, the collateral assets subject to the court-mandated disposal process met the criteria set forth in IFRS 5 to be classified as non-current assets held for sale, as:
| ● | the assets were available for immediate sale in their present condition; |
| ● | the sale was highly probable and imposed by a binding judicial rule; |
| ● | an active and irreversible process to dispose of the assets had been initiated; and |
| ● | the sale was expected to be completed within twelve months of the reporting date. |
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As of June 30, 2026 and 2025 and for the years ended June 30, 2026, 2025 and 2024
(Amounts in US$, except otherwise indicated)
In accordance with IFRS 5, the assets classified as subject to foreclosure were measured at the lower of their carrying amount and fair value less costs to sell. Based on the $
The cumulative loss recognized due to the measurement in connection with the net assets subject to foreclosure amounted to $
Net assets reclassified as subject to foreclosure | | |
Consideration offered net of court-awarded expenses | ( | |
Net loss from foreclosure |
| |
The disposal group classified subject to foreclosure represents a separate major geographical area of operations, primarily related to the Group’s activities, mainly in the United States and Europe, and constitutes a significant component of the Group’s consolidated assets and revenues.
As a result, the disposal qualifies as a discontinued operation in accordance with IFRS 5. Consequently, from the foreclosure date onward:
| ● | the results of the discontinued operation have been presented separately from continuing operations in the consolidated statements of profit or loss and other comprehensive income; |
| ● | the assets and liabilities related to the discontinued operation have been presented separately in the consolidated statement of financial position (“assets and liabilities subject to foreclosure”). |
| ● | 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. |
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Table of Contents
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As of June 30, 2026 and 2025 and for the years ended June 30, 2026, 2025 and 2024
(Amounts in US$, except otherwise indicated)
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.
| Amount | |
Current assets | ||
Cash and cash equivalents | | |
Trade receivables |
| |
Other receivables |
| |
Inventories |
| |
Non-current assets |
| |
Other receivables |
| |
Investment properties |
| |
Property, plant and equipment |
| |
Intangible assets |
| |
Goodwill | | |
Right of use asset |
| |
Total assets subject to foreclosure |
| |
| ||
Current liabilities |
| |
Trade and other payables | | |
Borrowings | | |
Employee benefits and social security | | |
Consideration for acquisition |
| |
Lease liabilities | | |
Non-current liabilities |
| |
Borrowings |
| |
Deferred revenue and advances from customers |
| |
Lease liabilities | | |
Total liabilities subject to foreclosure |
| |
Net assets subject to foreclosure |
| |
The assets subject to foreclosure had an aggregate carrying amount of $
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Table of Contents
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As of June 30, 2026 and 2025 and for the years ended June 30, 2026, 2025 and 2024
(Amounts in US$, except otherwise indicated)
Net income from discontinued operations
As described above, the Group consolidated the discontinued operations through the foreclosure procedure. The results presented below as discontinued operations have been included in the consolidated financial statements for the year ended June 30, 2026, 2025 and 2024.
| 06/30/2026 | | 06/30/2025 | | 06/30/2024 | |
Revenues from contracts with customers |
| |
| |
| |
Cost of sales |
| ( |
| ( |
| ( |
Changes in the net realizable value of agricultural products after harvest |
| — |
| ( |
| — |
Research and development expenses |
| ( |
| ( |
| ( |
Selling, general and administrative expenses |
| ( |
| ( |
| ( |
Other income or expenses, net |
| |
| ( |
| |
Operating profit /(loss) |
| |
| ( |
| ( |
Financial cost |
| ( |
| ( |
| ( |
Other financial results |
| |
| |
| ( |
Loss before income tax |
| |
| ( |
| ( |
Income tax |
| ( |
| |
| |
Loss for the year from discontinued operations |
| ( |
| ( |
| ( |
7. INFORMATION ABOUT COMPONENTS OF CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
7.1. Cash and cash equivalents
| 06/30/2026 | | 06/30/2025 | |
Cash at bank and on hand | | | ||
Mutual funds | | | ||
| |
| |
7.2. Other financial assets
| 06/30/2026 | | 06/30/2025 | |
Current |
| |
| |
Mutual funds | — | | ||
Trusts | | | ||
Shares of Moolec Science S.A. | | | ||
Other investments |
| |
| |
| |
| | |
| 06/30/2026 | | 06/30/2025 | |
Non-current |
| |
| |
Other investments |
| — |
| |
| — |
| |
F-35
Table of Contents
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As of June 30, 2026 and 2025 and for the years ended June 30, 2026, 2025 and 2024
(Amounts in US$, except otherwise indicated)
7.3. Trade receivables
| 06/30/2026 | | 06/30/2025 | |
Current | ||||
Trade debtors | | | ||
Allowance for impairment of trade debtors |
| ( |
| ( |
Shareholders and other related parties (Note 17) |
| — |
| |
Allowance for credit notes to be issued |
| ( |
| ( |
Trade debtors - Joint ventures and associates (Note 17) |
| |
| |
Deferred checks |
| |
| |
| |
| | |
06/30/2026 | | 06/30/2025 | ||
Non-current | ||||
Trade debtors | | | ||
Allowance for impairment of trade debtors | ( | ( | ||
Shareholders and other related parties (Note 17) | | | ||
Trade debtors - Joint ventures and associates (Note 17) | — | | ||
| |
The book value is reasonably approximate to the fair value given its short-term nature.
Variations in the allowance for uncollectible trade receivables are reported in Note 7.17.
7.4. Other receivables
| 06/30/2026 | | 06/30/2025 | |
Current |
| |
| |
Taxes |
| |
| |
Shareholders and other related parties (Note 17) |
| |
| |
Other receivables - Joint ventures and associates (Note 17) |
| |
| |
Prepayments to suppliers |
| |
| |
Prepaid expenses and other receivables |
| |
| |
Miscellaneous | | | ||
| |
| | |
| 06/30/2026 | | 06/30/2025 | |
Non-current |
| |
| |
Taxes |
| |
| |
Shareholders and other related parties (Note 17) | — | | ||
Other receivables - Joint ventures and associates (Note 17) |
| |
| |
Reimbursements over exports |
| |
| |
Loans receivables | | | ||
Miscellaneous |
| — |
| |
| |
| |
F-36
Table of Contents
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As of June 30, 2026 and 2025 and for the years ended June 30, 2026, 2025 and 2024
(Amounts in US$, except otherwise indicated)
7.5. Inventories
| 06/30/2026 | | 06/30/2025 | |
Seeds |
| — |
| |
Resale products |
| |
| |
Manufactured products | | | ||
Goods in transit |
| |
| |
Supplies |
| |
| |
Agricultural products |
| |
| |
Allowance for obsolescence | ( | ( | ||
| |
| | |
Net of agricultural products | | |
The roll-forward of allowance for obsolescence is in Note 7.17. Inventories recognized as an expense during the years ended June 30, 2026, 2025 and 2024, amounted to $
7.6. Biological assets
Changes in Biological assets:
| Soybean | | Corn | | Wheat | | Barley | | Sunflower | | Total | |
Beginning of the year |
| |
| |
| — |
| — |
| — |
| |
Initial recognition and changes in the fair value of biological assets at the point of harvest |
| |
| |
| ( |
| ( |
| |
| |
Costs incurred during the year |
| |
| |
| |
| |
| |
| |
Decrease due to harvest/disposals |
| ( |
| ( |
| ( |
| ( |
| ( |
| ( |
Year ended June 30, 2026 |
| — |
| |
| — |
| — | — |
| |
| Soybean | | Corn | | Wheat | | Barley | | Sunflower | | Total | |
Beginning of the year |
| |
| |
| |
| |
| |
| |
Initial recognition and changes in the fair value of biological assets at the point of harvest |
| |
| |
| |
| |
| ( |
| |
Costs incurred during the year |
| |
| |
| |
| |
| |
| |
Decrease due to harvest/disposals |
| ( |
| ( |
| ( |
| ( |
| ( |
| ( |
Year ended June 30, 2025 |
| |
| |
| |
| |
| — |
| |
F-37
Table of Contents
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As of June 30, 2026 and 2025 and for the years ended June 30, 2026, 2025 and 2024
(Amounts in US$, except otherwise indicated)
7.7. Property, plant and equipment
Property, plant and equipment as of June 30, 2026 and 2025, included the following:
Net | Net | |||||||||||||||||
carrying | Subject to | Foreign | carrying | |||||||||||||||
amount | foreclosure | Depreciation | currency | amount | ||||||||||||||
Class | | 06/30/2025 | | Additions | | Transfers | | Disposals(2) | | (Note 6) | | of the year(1) | | Revaluation | | translation | | 06/30/2026 |
Office equipment | | | | ( | — | ( | — | | | |||||||||
Vehicles | | | — | ( | — | ( | — | | | |||||||||
Equipment and computer software | | | — | ( | — | ( | — | | | |||||||||
Fixtures and fittings |
| |
| |
| |
| ( |
| ( | ( |
| — |
| |
| | |
Machinery and equipment |
| |
| |
| |
| ( |
| ( | ( |
| — |
| |
| | |
Land and buildings |
| |
| |
| |
| — |
| ( | ( |
| |
| |
| | |
Buildings in progress |
| |
| |
| ( |
| ( |
| ( | — |
| — |
| |
| | |
Total |
| |
| |
| — |
| ( |
| ( | ( |
| |
| |
| |
Net | Net | |||||||||||||
carrying | Foreign | carrying | ||||||||||||
amount | Depreciation | currency | amount | |||||||||||
Class | | 06/30/2024 | | Additions | | Transfers | | Disposals | | of the year(1) | | translation | | 06/30/2025 |
Office equipment | | | — | ( | ( | | | |||||||
Vehicles | | | — | ( | ( | | | |||||||
Equipment and computer software | | | — | ( | ( | | | |||||||
Fixtures and fittings | |
| | | ( |
| ( |
| |
| | |||
Machinery and equipment |
| |
| |
| |
| ( |
| ( |
| |
| |
Land and buildings |
| |
| — |
| |
| — |
| ( |
| |
| |
Buildings in progress |
| |
| |
| ( |
| — |
| — |
| |
| |
Total |
| |
| |
| — |
| ( |
| ( |
| |
| |
| (1) | For the years ended June 30, 2026 and 2025, depreciation expense of $ |
| (2) | As of June 30, 2026, disposals include $ |
The depreciation charge is included in Notes 8.3 and 8.4. The Group has no commitments to purchase property, plant and equipment items.
A detail of restricted assets is provided in Note 20.
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, 2026. 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.
F-38
Table of Contents
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As of June 30, 2026 and 2025 and for the years ended June 30, 2026, 2025 and 2024
(Amounts in US$, except otherwise indicated)
The following are the carrying amounts that would have been recognized if land and building were stated at cost.
Class of property | | 06/30/2026 | | 06/30/2025 |
Land and buildings |
| |
| |
7.8. Intangible assets
Intangible assets as of June 30, 2026 and 2025 included the following:
Net | Net | |||||||||||||
carrying | Transfers, | Subject to | Foreign | carrying | ||||||||||
amount | Disposals & | foreclosure | Amortization | currency | amount | |||||||||
Class | | 06/30/2025 | | Additions | | Impairments (2) | | (Note 6) | | of the year (1) | | translation | | 06/30/2026 |
Seed and integrated products |
| |
| |
| |
| | ||||||
HB4 technology and breeding program (3) |
| |
| |
| ( | — | ( |
| — | | |||
Integrated seed products (3) |
| |
| — |
| ( | — | ( |
| — | — | |||
Crop nutrition |
|
|
|
|
|
|
|
|
|
| ||||
Microbiological products |
| |
| |
| — | ( | ( |
| | | |||
Microbiological products in progress (4) | | | ( | ( | — | — | | |||||||
Other intangible assets |
|
|
|
|
|
|
|
|
|
|
| |||
Trademarks and patents |
| |
| |
| — | ( | ( |
| — | | |||
Trademarks and patents with indefinite useful lives (4) | | — | ( | — | — | — | | |||||||
Software |
| |
| |
| | — | ( |
| ( | | |||
Software in progress | | | ( | — | — | — | | |||||||
Customer loyalty |
| |
| — |
| — | ( | ( |
| — | | |||
RG/RS/OX Wheat | | — | — | — | ( | — | | |||||||
Total |
| |
| |
| ( | ( | ( |
| | |
F-39
Table of Contents
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As of June 30, 2026 and 2025 and for the years ended June 30, 2026, 2025 and 2024
(Amounts in US$, except otherwise indicated)
Net | Net | |||||||||||
carrying | Foreign | carrying | ||||||||||
amount | Transfers & | Amortization | currency | amount | ||||||||
Class | | 06/30/2024 | | Additions | | Disposals | | of the year (1) | | translation | | 06/30/2025 |
Seed and integrated products | | | | | ||||||||
HB4 technology and breeding program | | | — | ( | — | | ||||||
Integrated seed products | | — | — | ( | | | ||||||
Crop nutrition |
|
|
|
| ||||||||
Microbiological products |
| |
| |
| | ( | |
| | ||
Microbiological products in progress | | | ( | — | — | | ||||||
Other intangible assets |
|
|
|
| ||||||||
Trademarks and patents |
| |
| |
| ( | ( | — |
| | ||
Trademarks and patents with indefinite useful lives | | — | | — | — | | ||||||
Software |
| |
| |
| | ( | ( |
| | ||
Software in progress | | | ( | — | — | | ||||||
Customer loyalty |
| |
| — |
| — | ( | — |
| | ||
RG/RS/OX Wheat |
| |
| |
| — | ( | — |
| | ||
Total |
| |
| |
| ( | ( | |
| |
The recoverable amount of HB4 Technology was estimated at $
Sensitivity analysis. Had the market share used in the value-in-use calculation as of June 30, 2026 been
(4)Microbiological products in progress and Trademarks and patents with indefinite useful lives are intangible assets allocated to the Rizobacter S.A. CGU.
The amortization charge is included in Notes 8.3 and 8.4.
There are no intangibles assets whose use has been restricted, or which have been delivered as a guarantee. The Group has not assumed any commitments to acquiring new intangibles.
F-40
Table of Contents
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As of June 30, 2026 and 2025 and for the years ended June 30, 2026, 2025 and 2024
(Amounts in US$, except otherwise indicated)
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, 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.
The Group is required to perform an annual impairment test for non-depreciating assets, either because they are not available for use, with indefinite useful lives, or for other intangible assets when events or changes in circumstances indicate that their carrying amount may not be recoverable. The recoverable amount is determined based on calculations of value in use. This method requires estimating future cash flows and determining a discount rate to calculate the present value of those cash flows.
Management has developed estimates based on its cash flow projections. All key assumptions values reflect past experience or, if appropriate, are consistent with external sources of information.
Key assumption | Management’s approach |
|---|---|
Discount rate | The average discount rate applied was approximately The weighted average cost of capital (WACC) was estimated using the market capital structure plus For the cost of equity, the discount rate is estimated based on the Capital Asset Pricing Model (CAPM). |
Market share, product prices and royalties. | 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 prices and royalties estimated in the revenue projections are based on current and projected market prices for the products and services of the CGUs. |
A projection horizon longer than
Management estimates 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.
F-41
Table of Contents
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As of June 30, 2026 and 2025 and for the years ended June 30, 2026, 2025 and 2024
(Amounts in US$, except otherwise indicated)
7.9. Goodwill
| 06/30/2026 | | 06/30/2025 | |
Rizobacter Argentina S.A. |
| |
| |
Bioceres Crops S.A. (1) |
| — |
| |
Pro Farm Group, Inc. (Note 6) | — | | ||
Insumos Agroquímicos S.A. | | | ||
| |
| |
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.
There is an inherent material uncertainty related to management’s estimation of the ability of the Group to recover the carrying amounts of goodwill, 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.
Rizobacter CGU. This CGU is composed of all revenues collected through Rizobacter from the production and sale of its own products 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.
Insuagro CGU. This CGU is composed of all revenues collected through Insuagro from the production and sale of its own products and third-party products in the domestic markets.
Bioceres Crops CGU. This CGU was composed of the expected revenues from the commercialization of R&D-intensive products associated with HB4.
Pro Farm CGU. This CGU was 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.
F-42
Table of Contents
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As of June 30, 2026 and 2025 and for the years ended June 30, 2026, 2025 and 2024
(Amounts in US$, except otherwise indicated)
Management has made estimates considering the cash flow projections projected by the management and third-party valuation reports on the assets, intangible assets and liabilities assumed. All key assumptions values reflect past experience or, if appropriate, are consistent with external sources of information. The key assumptions utilized are the following:
Key assumption | Management’s approach |
|---|---|
Discount rate | The average discount rate used was approximately The weighted average cost of capital (“WACC”) rate has been estimated based on the market capital structure. For the cost of equity, the discount rate is estimated based on the Capital Asset Pricing Model (CAPM). |
Market share, product prices and royalties. | The projected revenue from the products and services of the CGUs has been estimated by the management based on market penetration data for comparable products and technologies and on future expectations of foreseen economic and market conditions. The prices (Rizobacter CGU) and royalties (Bioceres Crops CGU) estimated in the revenue projections are based on current and projected market prices for the products and services of the CGUs. |
Terminal value | The growth rate used to extrapolate the future cash flow projections to terminal period is |
The period used for projection was
Rizobacter CGU: If, as of June 30, 2026, the market share used in the value-in-use calculation for Rizobacter’s CGU had been
7.10. Investment properties
| 06/30/2026 | | 06/30/2025 | |
Investment properties |
| — |
| |
| — |
| |
The book value of the investment property does not differ significantly from its fair value.
F-43
Table of Contents
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As of June 30, 2026 and 2025 and for the years ended June 30, 2026, 2025 and 2024
(Amounts in US$, except otherwise indicated)
7.11. Trade and other payables
| 06/30/2026 | | 06/30/2025 | |
Current | ||||
Trade creditors |
| |
| |
Shareholders and other related parties (Note 17) |
| |
| |
Trade creditors - Parent company (Note 17) |
| — |
| |
Trade creditors - Joint ventures and associates (Note 17) |
| |
| |
Taxes |
| |
| |
Miscellaneous |
| |
| |
| |
| | |
Non-current |
| |
| |
Trade creditors | | | ||
Trade creditors - Joint ventures and associates (Note 17) | | | ||
| |
| |
7.12. Borrowings
| 06/30/2026 | | 06/30/2025 | |
Current | ||||
Bank borrowings |
| |
| |
Corporate bonds |
| |
| |
Trust debt securities |
| — |
| |
Shareholders and other related parties (Note 17) |
| |
| — |
|
| |
| |
Non-current |
|
| ||
Bank borrowings |
| |
| |
Corporate bonds |
| |
| |
Shareholders and other related parties (Note 17) | | — | ||
| |
| |
The carrying value of some borrowings as of June 30, 2026 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.
06/30/2026 | 06/30/2025 | |||||||
Amortized | Amortized | |||||||
| cost | | Fair value | | cost | | Fair value | |
Current | ||||||||
Bank borrowings |
| |
| |
| |
| |
Corporate Bonds |
| |
| |
| |
| |
|
|
|
| |||||
Non-current |
|
|
|
|
|
|
|
|
Bank borrowings |
| |
| |
| |
| |
Corporate Bonds |
| |
| |
| |
| |
F-44
Table of Contents
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As of June 30, 2026 and 2025 and for the years ended June 30, 2026, 2025 and 2024
(Amounts in US$, except otherwise indicated)
Cooperatieve Rabobank U.A.
In prior fiscal year, our subsidiary Rizobacter Argentina S.A., together with Pro Farm Technologies Oy, entered into a $
The principal amount is repayable in
As a result of the circumstances described in Note 2, the Group’s operating performance indicators were adversely affected, leading to non-compliance, as of the end of the prior fiscal year, with certain financial covenants established under the agreement. Accordingly, the related debt balance was classified as current at that date.
On September 5, 2025, the Group entered into a waiver and amendment agreement with Rabobank, pursuant to which Rabobank waived the covenant breaches for the fiscal year ended June 30, 2025. The amendment included the following key financial provisions: (i) revised step-down limits for the Net Financial Debt-to-EBITDA ratio; (ii) the establishment of a maximum gross financial indebtedness threshold; (iii) restrictions on granting new intercompany loans in excess of the amounts outstanding at the date of execution of the amendment, unless funded directly by the parent company; and (iv) a limitation whereby, during the fiscal years ending June 30, 2026 and June 30, 2027, capital expenditures would be restricted to maintenance investments.
Notwithstanding the foregoing amendments, as described in Note 2, the Group subsequently lost control of Pro Farm Technologies Oy and, as a consequence, ceased to comply with the change-of-control provisions set forth in the agreement. Accordingly, and considering the Group’s joint and several liability under the facility, the $
Furthermore, pursuant to the same joint and several liability provisions, the outstanding balance borrowed by Pro Farm Technologies Oy could also become payable by the Group.
Corporate bonds
On February 26, 2026, Rizobacter Argentina S.A. obtained the consent of holders representing at least
In addition, on June 5, 2026, Rizobacter Argentina S.A. completed an exchange offer for its Series IX Class A and Class B corporate bonds and Series X Class A and Class B corporate bonds through the issuance of Series XI corporate bonds, comprising
F-45
Table of Contents
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As of June 30, 2026 and 2025 and for the years ended June 30, 2026, 2025 and 2024
(Amounts in US$, except otherwise indicated)
Bank debt restructuring at Rizobacter
During current fiscal year, Rizobacter Argentina S.A. completed a comprehensive refinancing process with all of its lending financial institutions. As a result, borrowings originally scheduled to mature between October 2025 and July 2026 were substantially refinanced and replaced with revised repayment schedules extending through 2028 and, in certain cases, 2029.
The refinanced facilities generally bear fixed annual interest rate of
In connection with these financing agreements, the Group is subject to compliance with certain financial covenants, which are tested annually in accordance with the terms established in the respective contracts. As of June 30, 2026, the Group was not in compliance with all of them and accordingly, financial obligations totaling $
7.13. Secured Notes
For the reasons outlined in Notes 2 and 6, 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.
Pursuant to the terms of the agreement and following the allegation of the event of default, the Group accrued a prepayment premium fee of $
The carrying amount of the liability as of June 30, 2026 was $
7.14. Employee benefits and social security
| 06/30/2026 | | 06/30/2025 | |
Salaries, accrued incentives, vacations and social security |
| |
| |
Key management personnel (Note 17) |
| |
| |
| |
| |
7.15. Deferred revenue and advances from customers
| 06/30/2026 | | 06/30/2025 | |
Current | ||||
Advances from customers |
| |
| |
| | |||
Non-current |
|
| ||
Deferred revenue | | | ||
| |
| |
F-46
Table of Contents
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As of June 30, 2026 and 2025 and for the years ended June 30, 2026, 2025 and 2024
(Amounts in US$, except otherwise indicated)
7.16. Provisions
| 06/30/2026 | | 06/30/2025 | |
Provisions for contingencies |
| |
| |
| |
| |
Following the recent bankruptcy decreed in March 2026 of Bioceres S.A. – our formerly controlling parent, and the parent of Bioceres LLC – and changes in its controlling ultimate parent, the Group reassessed the economic and legal substance of certain historical arrangements. We concluded that, in light of the resulting financial condition and the limited recovery capacity of Bioceres LLC, it is probable that the Group will be required to assume obligations previously supported by Bioceres LLC. Accordingly, the Group’s subsidiary, RASA Holding LLC, recognized a provision in respect of these contingent payment obligations, as described below.
As part of the corporate reorganization that led in March 2019 to the formation of Bioceres Crop Solutions Corp., Bioceres Inc. (subsequently converted into Bioceres LLC) contributed its crop protection business to BCS Holding Inc., including RASA Holding as a subsidiary. In that context, certain obligations related to prior acquisitions, including contingent payment obligations arising from share purchase agreements, were assumed by Bioceres LLC in exchange for equity interest in RASA Holding and, ultimately, in Bioceres Crop Solutions Corp. However, as a consequence of the bankruptcy event of Bioceres S.A., changes in its ultimate controlling parent, and the resulting inability of Bioceres LLC to meet such obligations, the Group has reassessed its exposure considering the underlying contractual structure. In particular, the Group has concluded that, given the nature of the agreements and the obligations that may arise therefrom, it may ultimately be required to assume payment of such contingent amounts directly, in substitution of Bioceres LLC.
The contingent payment obligations arise from the Share Purchase Agreements executed on October 18, 2016, in connection with the acquisition of Rizobacter Argentina S.A. These agreements include purchase price adjustment clauses that establish additional consideration payable upon the occurrence of specific conditions, primarily linked to the favorable and final resolution of certain judicial proceedings from a disputed transfer of shares that occurred in 1995 affecting the ownership and enforceability of the underlying shares.
The additional consideration is contractually payable only upon the full satisfaction of cumulative conditions, including the issuance of final and binding judicial decisions rejecting the claims brought by third parties, the conclusion of all related proceedings with no pending appeals or actions, the absence of any additional claims that may affect the transferred shares, and the expiration of applicable statutory periods related to the potential review of such decisions. As a result, the obligation is subject to uncertainty and is dependent on future events that are outside the control of the Group.
Based on the information available as of the reporting date, we have concluded that, in the event of a judicial claim arising from the inability to recover the credit from Bioceres LLC due to its insolvency, it is probable that the Group would be deemed responsible of the underlying debt and, as a consequence, would be required to assume all or a portion of the related contingent payment obligations. Accordingly, the Group has recognized a provision in accordance with IAS 37, measured as the best estimate of the expenditure that would be required to settle the present obligation, taking into consideration the contractual terms and the current assessment of the relevant legal and financial circumstances. Although the assumption of such obligations would, in principle, give rise to a right of reimbursement against Bioceres LLC,
The total provision recognized amounts to $
The Group continues to monitor the situation with legal advice, and the provision will be reassessed periodically and adjusted as necessary to reflect the best estimate of the potential obligation.
F-47
Table of Contents
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As of June 30, 2026 and 2025 and for the years ended June 30, 2026, 2025 and 2024
(Amounts in US$, except otherwise indicated)
7.17. Changes in allowances and provisions
Subject to | Deconsolidation | Currency | ||||||||||||
Uses and | foreclosure | of subsidiary | conversion | |||||||||||
Item | | 06/30/2025 | | Additions(1) | | reversals | | (Note 6) | | (Note 13) | | difference | | 06/30/2026 |
DEDUCTED FROM ASSETS |
| |
| |
| |
| |
| |
| | ||
| |
| |
| |
| |
| |
| | |||
Allowance for impairment of trade debtors |
| ( |
| ( |
| | |
| — |
| ( |
| ( | |
Allowance for obsolescence |
| ( |
| ( |
| | |
| — |
| |
| ( | |
Total deducted from assets |
| ( |
| ( |
| | |
| — |
| ( |
| ( | |
|
|
|
|
|
|
|
| |||||||
INCLUDED IN LIABILITIES |
|
|
|
|
|
|
|
| ||||||
Provisions for contingencies(2) |
| ( |
| ( |
| | — |
| |
| ( |
| ( | |
Total included in liabilities |
| ( |
| ( |
| | — |
| |
| ( |
| ( | |
Total |
| ( |
| ( |
| | |
| |
| ( |
| ( |
Currency | ||||||||||
Uses and | conversion | |||||||||
Item | | 06/30/2024 | | Additions(1) | | reversals | | difference | | 06/30/2025 |
DEDUCTED FROM ASSETS |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| | |
Allowance for impairment of trade debtors |
| ( |
| ( |
| — |
| |
| ( |
Allowance for obsolescence |
| ( |
| ( |
| |
| ( |
| ( |
Total deducted from assets |
| ( |
| ( |
| |
| |
| ( |
|
|
|
|
|
|
|
|
|
| |
INCLUDED IN LIABILITIES |
|
|
|
|
|
|
|
|
|
|
Provisions for contingencies |
| ( |
| ( |
| |
| |
| ( |
Total included in liabilities |
| ( |
| ( |
| |
| |
| ( |
Total |
| ( |
| ( |
| |
| |
| ( |
| (1) | For the years ended June 30, 2026 and 2025, provision expense of $ |
| (2) | The provision for contingencies charge is included in Notes 8.4 and 8.5. |
F-48
Table of Contents
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As of June 30, 2026 and 2025 and for the years ended June 30, 2026, 2025 and 2024
(Amounts in US$, except otherwise indicated)
8. INFORMATION ABOUT COMPONENTS OF CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
8.1. Revenue from contracts with customers
| 06/30/2026 | | 06/30/2025 | | 06/30/2024 | |
Sale of goods and services |
| |
| |
| |
Royalties |
| |
| |
| |
Right of use licenses | | | | |||
| |
| |
| |
Transactions of sales of goods and services with joint ventures and with shareholders and other related parties are reported in Note 17.
On January 23, 2026, we entered into an amendment to the Global Commercial Collaboration Agreement with Syngenta Crop Protection AG, designed to align the contractual framework with changes in the product portfolio, market scope, and the stage of development of the collaboration, without modifying its strategic nature. The amendment primarily introduces changes related to commercial targets, distribution rights, and exclusivity provisions. In particular, it revises the scope of exclusivity by product and territory, including differentiated arrangements for certain countries and product lines, and formalizes the inclusion and removal of specific products under the agreement.
8.2. Cost of sales
Item | | 06/30/2026 | | 06/30/2025 | | 06/30/2024 |
Inventories as of the beginning of the year |
| |
| |
| |
Subject to foreclosure (Note 6) | ( | — | — | |||
Deconsolidation of subsidiary (Note 13) | ( | — | — | |||
Business combination | — | — | | |||
Purchases of the year |
| |
| |
| |
Production costs (1) |
| |
| |
| |
Foreign currency translation |
| |
| |
| ( |
Subtotal |
| |
| |
| |
Inventories as of the end of the year (2) |
| ( |
| ( |
| ( |
Cost of sales (3) |
| |
| |
| |
| (1) | For the years ended June 30, 2026, 2025 and 2024, production costs amounting to $ |
| (2) | Net of agricultural products. |
| (3) | For the year ended June 30, 2025, and 2024, cost of sales amounting to $ |
F-49
Table of Contents
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As of June 30, 2026 and 2025 and for the years ended June 30, 2026, 2025 and 2024
(Amounts in US$, except otherwise indicated)
8.3. R&D classified by nature
| Research | | Research | | Research | |
and | and | and | ||||
| development |
| development |
| development | |
| expenses |
| expenses |
| expenses | |
Item |
| 06/30/2026 | | 06/30/2025 | | 06/30/2024 |
Amortization of intangible assets |
| |
| |
| |
Analysis and storage | — | — | | |||
Commissions and royalties |
| — |
| |
| — |
Depreciation of property, plant and equipment | | | | |||
Freight and haulage |
| |
| |
| |
Employee benefits and social securities |
| |
| |
| |
Maintenance |
| |
| |
| |
Energy and fuel |
| |
| |
| |
Supplies and materials |
| |
| |
| |
Mobility and travel |
| |
| |
| |
Share-based incentives | — | | | |||
Professional fees and outsourced services | | | | |||
Professional fees related parties |
| — |
| |
| |
Office supplies | | | | |||
Information technology expenses | | | | |||
Insurance |
| |
| |
| |
Depreciation of leased assets | — | | — | |||
Miscellaneous |
| |
| |
| |
Total |
| |
| |
| |
| 06/30/2026 | | 06/30/2025 | | 06/30/2024 | |
R&D capitalized (Note 7.8) |
| |
| |
| |
R&D profit and loss |
| |
| |
| |
Total |
| |
| |
| |
F-50
Table of Contents
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As of June 30, 2026 and 2025 and for the years ended June 30, 2026, 2025 and 2024
(Amounts in US$, except otherwise indicated)
8.4. Expenses classified by nature and function
| | Selling, general | | |||
and | ||||||
administrative | Total | |||||
Item | Production costs | expenses | 06/30/2026 | |||
Amortization of intangible assets |
| |
| |
| |
Commissions and royalties |
| |
| |
| |
Import and export expenses |
| — |
| |
| |
Depreciation of property, plant and equipment |
| |
| |
| |
Depreciation of leased assets |
| |
| |
| |
Impairment of receivables |
| — |
| |
| |
Freight and haulage |
| |
| |
| |
Employee benefits and social securities |
| |
| |
| |
Maintenance |
| |
| |
| |
Energy and fuel |
| |
| |
| |
Supplies and materials |
| |
| |
| |
Mobility and travel |
| |
| |
| |
Publicity and advertising |
| |
| |
| |
Contingencies |
| |
| |
| |
Share-based incentives |
| — |
| |
| |
Professional fees and outsourced services |
| |
| |
| |
Office supplies and registrations fees |
| |
| |
| |
Insurance |
| |
| |
| |
Information technology expenses |
| |
| |
| |
Obsolescence |
| |
| — |
| |
Taxes |
| |
| |
| |
Miscellaneous |
| |
| |
| |
Total |
| |
| |
| |
F-51
Table of Contents
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As of June 30, 2026 and 2025 and for the years ended June 30, 2026, 2025 and 2024
(Amounts in US$, except otherwise indicated)
| | Selling, | | |||
|
| general and |
| |||
Production |
| administrative | Total | |||
Item | costs |
| expenses | 06/30/2025 | ||
Amortization of intangible assets |
| |
| |
| |
Analysis and storage | — | | | |||
Commissions and royalties |
| |
| |
| |
Import and export expenses |
| — |
| |
| |
Depreciation of property, plant and equipment |
| |
| |
| |
Depreciation of leased assets |
| |
| |
| |
Impairment of receivables |
| — |
| |
| |
Freight and haulage |
| |
| |
| |
Employee benefits and social securities |
| |
| |
| |
Maintenance |
| |
| |
| |
Energy and fuel |
| |
| |
| |
Supplies and materials |
| |
| |
| |
Mobility and travel |
| |
| |
| |
Publicity and advertising |
| — |
| |
| |
Contingencies |
| |
| |
| |
Share-based incentives |
| |
| |
| |
Professional fees and outsourced services |
| |
| |
| |
Professional fees related parties |
| — |
| |
| |
Office supplies and registrations fees |
| |
| |
| |
Insurance |
| |
| |
| |
Information technology expenses |
| |
| |
| |
Obsolescence |
| |
| — |
| |
Taxes |
| |
| |
| |
Miscellaneous |
| |
| |
| |
Total |
| |
| |
| |
F-52
Table of Contents
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As of June 30, 2026 and 2025 and for the years ended June 30, 2026, 2025 and 2024
(Amounts in US$, except otherwise indicated)
| | Selling, | | |||
|
| general and |
| |||
Production |
| administrative | Total | |||
Item | costs |
| expenses | 06/30/2024 | ||
Amortization of intangible assets |
| |
| |
| |
Analysis and storage |
| |
| |
| |
Commissions and royalties |
| |
| |
| |
Import and export expenses |
| |
| |
| |
Depreciation of property, plant and equipment |
| |
| |
| |
Depreciation of leased assets |
| |
| |
| |
Impairment of receivables |
| — |
| |
| |
Freight and haulage |
| |
| |
| |
Employee benefits and social securities |
| |
| |
| |
Maintenance |
| |
| |
| |
Energy and fuel | |
| |
| | |
Supplies and materials | |
| |
| | |
Mobility and travel |
| |
| |
| |
Publicity and advertising |
| |
| |
| |
Contingencies |
| |
| |
| |
Share-based incentives |
| |
| |
| |
Professional fees and outsourced services |
| |
| |
| |
Professional fees related parties |
| — |
| |
| |
Office supplies and registrations fees |
| |
| |
| |
Insurance |
| |
| |
| |
Information technology expenses | |
| |
| | |
Obsolescence |
| |
| |
| |
Taxes |
| |
| |
| |
Miscellaneous |
| |
| |
| |
Total |
| |
| |
| |
F-53
Table of Contents
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As of June 30, 2026 and 2025 and for the years ended June 30, 2026, 2025 and 2024
(Amounts in US$, except otherwise indicated)
8.5. Other income or expenses, net
| 06/30/2026 | | 06/30/2025 | | 06/30/2024 | |
Net result from commercialization of agricultural products |
| ( |
| ( |
| ( |
Expenses recovery |
| |
| |
| |
Result of intangible asset sales (1) | — | | — | |||
Other contingencies (Note 7.16) | ( | — | — | |||
Gain from a bargain purchase | — | — | | |||
Loss from impairment of intangible assets (Note 7.8) | ( | — | — | |||
Loss from impairment of other receivables from joint ventures and associates (2) | ( | — | — | |||
Others |
| |
| |
| |
| ( |
| |
| ( |
8.6. Finance results
| 06/30/2026 | | 06/30/2025 | | 06/30/2024 | |
Financial costs | | |||||
Interest expenses with the Parent (Note 17) |
| — | — | ( | ||
Interest expenses |
| ( | ( | ( | ||
Financial commissions |
| ( | ( | ( | ||
| ( | ( | ( | |||
Other financial results | ||||||
Exchange differences generated by assets |
| ( | ( | ( | ||
Exchange differences generated by liabilities |
| | | | ||
Changes in fair value of financial assets or liabilities and other financial results |
| ( | ( | ( | ||
Prepayment premium fee (Note 7.13) | ( | ( | — | |||
Net gain of inflation effect on monetary items | | | | |||
( | ( | ( |
F-54
Table of Contents
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As of June 30, 2026 and 2025 and for the years ended June 30, 2026, 2025 and 2024
(Amounts in US$, except otherwise indicated)
9. TAXATION
The balances of income tax and minimum presumed income tax recoverable and payable are as follows:
| 06/30/2026 | | 06/30/2025 | |
Current assets |
| |
| |
Income tax |
| |
| |
| |
| | |
Non-current assets |
|
|
|
|
Income tax |
| — |
| |
| — |
| |
| 06/30/2026 | | 06/30/2025 | |
Liabilities |
| |
| |
Income tax |
| |
| |
| |
| |
The roll forward of net deferred tax as of June 30, 2026 and 2025 is as follows:
| 06/30/2026 | | 06/30/2025 | |
Beginning of the year deferred tax | ( | ( | ||
Charge for the year (1) | | | ||
Deconsolidation of subsidiary (Note 13) | | — | ||
Charge to OCI | ( | ( | ||
Total net deferred tax | ( | ( |
(1) | For the year ended June 30, 2025 the charge of the period includes $ |
F-55
Table of Contents
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As of June 30, 2026 and 2025 and for the years ended June 30, 2026, 2025 and 2024
(Amounts in US$, except otherwise indicated)
The roll forward of deferred tax assets and liabilities as of June 30, 2026 and 2025 are as follows:
Income | ||||||||||||
Balance | tax | Deconsolidation of | Charge | Conversion | Balance | |||||||
Deferred tax assets | | 06/30/2025 | | provision | subsidiary | | to OCI | | difference | | 06/30/2026 | |
Tax Loss-Carry Forward |
| |
| ( | — |
| — |
| |
| | |
Changes in fair value of financial assets or liabilities |
| |
| ( | — |
| — |
| ( |
| ( | |
Trade receivables |
| |
| ( | — |
| — |
| |
| | |
Allowances |
| |
| | — |
| — |
| |
| | |
Royalties |
| |
| ( | — |
| — |
| ( |
| | |
Others |
| |
| | ( |
| — |
| — |
| | |
Total deferred tax assets |
| |
| ( | ( |
| — |
| |
| |
Income | ||||||||||||
Balance | tax | Deconsolidation of | Charge | Conversion | Balance | |||||||
Deferred tax liabilities | | 06/30/2025 | | provision | | subsidiary | to OCI | | difference | | 06/30/2026 | |
Intangible assets |
| ( | |
| | — |
| |
| ( | ||
Property, plant and equipment depreciation |
| ( | |
| | ( |
| |
| ( | ||
Inflation tax adjustment |
| ( | |
| — | — |
| |
| — | ||
Inventories |
| ( | |
| | — |
| — |
| ( | ||
Others financial assets |
| ( | |
| — | — |
| — |
| | ||
Right-of-use leased asset |
| ( | |
| — | — |
| — |
| ( | ||
Others |
| ( | |
| | — |
| ( |
| | ||
Total deferred tax liabilities |
| ( | |
| | ( |
| |
| ( | ||
| ||||||||||||
Net deferred tax |
| ( | |
| | ( |
| |
| ( |
(1) | The income tax provision includes the derecognition of deferred tax balances associated with assets and liabilities subject to foreclosure (Note 6), including $ |
Income | ||||||||
Balance | tax | Conversion | Balance | |||||
Deferred tax assets | | 06/30/2024 | | provision | | difference | | 30/06/2025 |
Tax Loss-Carry Forward |
| |
| |
| ( |
| |
Changes in fair value of financial assets or liabilities |
| |
| — |
| ( |
| |
Trade receivables |
| |
| |
| ( |
| |
Allowances |
| |
| |
| |
| |
Royalties |
| |
| ( |
| ( |
| |
Others |
| |
| ( |
| ( |
| |
Total deferred tax assets |
| |
| ( |
| ( |
| |
F-56
Table of Contents
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As of June 30, 2026 and 2025 and for the years ended June 30, 2026, 2025 and 2024
(Amounts in US$, except otherwise indicated)
|
|
| ||||||
| Income | |||||||
Balance |
| tax | Conversion | Balance | ||||
Deferred tax liabilities | | 06/30/2024 | | provision | | difference | | 30/06/2025 |
Intangible assets |
| ( |
| |
| |
| ( |
Property, plant and equipment depreciation |
| ( |
| ( |
| ( |
| ( |
Inflation tax adjustment |
| ( |
| |
| |
| ( |
Inventories |
| ( |
| |
| — |
| ( |
Others financial assets |
| ( |
| |
| — |
| ( |
Right-of-use leased asset |
| ( |
| |
| ( |
| ( |
Others |
| |
| ( |
| — |
| ( |
Total deferred tax liabilities |
| ( |
| |
| |
| ( |
| ||||||||
Net deferred tax |
| ( |
| |
| ( |
| ( |
Principal statutory taxes rates in the countries where the Group operates for all of the years presented are:
| 06/30/2026 | | 06/30/2025 | | 06/30/2024 | |
Current tax expense |
| ( |
| ( |
| ( |
Deferred tax |
| | ( |
| | |
Total |
| ( |
| ( |
| ( |
The tax on the Group’s profit before tax differs from the theoretical amount that would arise using the weighted average tax rate applicable to profits of the consolidated entities as follows:
| 06/30/2026 | | 06/30/2025 | | 06/30/2024 | |
Earning before income tax-rate | ( | ( | | |||
Income tax expense by applying tax rate in force in the respective countries |
| |
| | ( | |
Share of profit or loss of subsidiaries, joint ventures and associates |
| |
| ( | | |
Stock options charge |
| — |
| ( | ( | |
Non-deductible expenses |
| ( |
| ( | ( | |
Tax inflation adjustment | ( | | | |||
Result of inflation effect on monetary items and other finance results | ( | ( | ( | |||
Derecognition of tax loss carryforwards | ( | ( | — | |||
Others | | ( | | |||
Income tax expenses |
| ( |
| ( | ( |
Derecognition of deferred tax assets related to tax loss carryforwards of $
F-57
Table of Contents
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As of June 30, 2026 and 2025 and for the years ended June 30, 2026, 2025 and 2024
(Amounts in US$, except otherwise indicated)
The income tax expense was calculated by applying the tax rate in force in the respective countries, as follows:
June 30, 2026 | ||||||
Earning | Weight | |||||
before | average | |||||
income tax- | applicable tax | |||||
Tax jurisdiction | | rate | | rate | | Income tax |
Low or null taxation jurisdictions |
| ( |
| | % | — |
Profit-making entities |
| |
| | % | ( |
Loss-making entities |
| ( |
| | % | |
| ( |
| | |||
June 30, 2025 | ||||||
| Earning | | Weight | | ||
before | average | |||||
income tax- | applicable tax | |||||
Tax jurisdiction | | rate | | rate | | Income tax |
Low or null taxation jurisdictions |
| ( |
| | % | — |
Profit-making entities |
| — |
| — | — | |
Loss-making entities |
| ( |
| | % | |
| ( |
| | |||
June 30, 2024 | ||||||
| Earning | | Weight | | ||
before | average | |||||
income tax- | applicable tax | Income | ||||
Tax jurisdiction | | rate | | rate | | tax |
Low or null taxation jurisdictions |
| |
| | % | — |
Profit-making entities |
| |
| | % | ( |
Loss-making entities |
| ( |
| | % | |
| |
| ( | |||
The charge for income tax charged directly to profit or loss and the amount and expiry date of carry forward tax losses as of June 30, 2026 are as follows:
Tax-Loss Carry | ||||||
Tax-Loss Carry | forward by applying | |||||
Tax jurisdiction | | forward | | tax rate | | Prescription |
Argentina |
| |
| — |
| 2027 |
Argentina |
| |
| — |
| 2028 |
Argentina | | — | 2029 | |||
Argentina |
| |
| |
| 2030 |
Argentina |
| |
| — |
| 2031 |
United States of America |
| |
| — |
| 2046 |
Francia | | | — | |||
Brazil | | — | — | |||
Total |
| |
| |
|
The amount of tax losses for the fiscal year ended on June 30, 2026 is an estimate of the amount to be presented in the tax return.
F-58
Table of Contents
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As of June 30, 2026 and 2025 and for the years ended June 30, 2026, 2025 and 2024
(Amounts in US$, except otherwise indicated)
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 taxable income.
10. EARNING PER SHARE
| 06/30/2026 | | 06/30/2025 | | 06/30/2024 | |
Numerator |
| |
| |
| |
(Loss)/Profit for the year from continuing operations attributable to equity holders of the parent |
| ( | ( | | ||
Loss for the year from discontinued operations attributable to equity holders of the parent |
| ( | ( | ( | ||
(Loss)/Profit for the year attributable to equity holders attributable to equity holders of the parent |
| ( |
| ( |
| |
| ||||||
Denominator |
| |||||
Weighted average number of shares (basic EPS) | ||||||
Weighted average number of shares (diluted EPS) | | | | |||
|
|
| ||||
(Loss)/Profit per share from continuing operations |
| |||||
Basic (loss)/profit attributable to ordinary equity holders of the parent | ( | ( | | |||
Diluted (loss)/profit attributable to ordinary equity holders of the parent | ( | ( | | |||
Loss per share from discontinued operations |
| |||||
Basic loss attributable to ordinary equity holders of the parent | ( | ( | ( | |||
Diluted loss attributable to ordinary equity holders of the parent | ( | ( | ( | |||
(Loss)/Profit per share for the year attributable to equity holders |
| |||||
Basic (loss)/profit attributable to ordinary equity holders of the parent | ( | ( | | |||
Diluted (loss)/profit attributable to ordinary equity holders of the parent | ( | ( | |
For the year ended June 30, 2026 and 2025, diluted earnings per share is the same as basic earnings per share as the Group reported a net loss and the inclusion of potential dilutive shares would have resulted in an anti-dilutive effect.
For the year ended June 30, 2024, diluted earnings per share were calculated by adjusting the weighted average number of shares outstanding to assume conversion of all dilutive potential shares. The Group had
F-59
Table of Contents
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As of June 30, 2026 and 2025 and for the years ended June 30, 2026, 2025 and 2024
(Amounts in US$, except otherwise indicated)
The stock options were included in the diluted EPS calculation for the year ended June 30, 2024 only for the tranches in which the average market price of ordinary shares during the periods was higher than the assumed proceeds per option.
Convertible notes outstanding were not included in the diluted EPS calculations for the year ended June 30, 2024 because the interest (net of tax and other changes in income or expense) per ordinary share obtainable on conversion exceeds basic earnings per share.
11. INFORMATION ABOUT COMPONENTS OF EQUITY
Capital issued
As of June 30, 2026, we had (i)
Holders of ordinary shares are entitled to
Non-controlling interests
The subsidiaries whose non-controlling interest is significant as of June 30, 2026 and 2025 is:
Name | | 06/30/2026 | | 06/30/2025 | |
Rizobacter Argentina S.A. | | % | | % | |
Insumos Agroquimicos S.A. | | % | | % |
Below is a detail of the summarized financial information of Rizobacter and Insuagro, prepared in accordance with IFRS, and modified due to fair value adjustments at the acquisition date and differences in accounting policies. The information is presented prior to eliminations between that subsidiary and other Group companies.
Rizobacter
Summary financial statements:
| 06/30/2026 | | 06/30/2025 | |
Current assets |
| |
| |
Non-current assets |
| |
| |
Total assets |
| |
| |
Current liabilities |
| |
| |
Non-current liabilities |
| |
| |
Total liabilities |
| |
| |
Equity attributable to controlling interest |
| |
| |
Equity attributable to non-controlling interest |
| |
| |
Total equity |
| |
| |
Total liabilities and equity |
| |
| |
F-60
Table of Contents
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As of June 30, 2026 and 2025 and for the years ended June 30, 2026, 2025 and 2024
(Amounts in US$, except otherwise indicated)
Summary statements of comprehensive income or loss
| 06/30/2026 | | 06/30/2025 | | 06/30/2024 | |
Revenues |
| | | | ||
Initial recognition and changes in the fair value of biological assets at the point of harvest |
| | — | — | ||
Cost of sales | ( | ( | ( | |||
Gross margin |
| | | | ||
Changes in the net realizable value of agricultural products after harvest |
| ( | | ( | ||
Research and development expenses |
| ( | ( | ( | ||
Selling, general and administrative expenses |
| ( | ( | ( | ||
Share of profit or loss of joint ventures and associates |
| ( | ( | | ||
Other income |
| | ( | ( | ||
Operating profit | ||||||
| ||||||
Financial results |
| ( | ( | ( | ||
Profit before taxes | ( | ( | | |||
| ||||||
Income tax expense |
| ( | | ( | ||
Result for the year | ( | ( | | |||
| ||||||
Foreign exchange differences on translation of foreign operations |
| | ( | ( | ||
Revaluation of property, plant and equipment, net of tax |
| | — | — | ||
Total comprehensive result | ( | ( | |
There were
Insuagro
Summary financial statements:
| 06/30/2026 | | 06/30/2025 | |
Current assets |
| |
| |
Non-current assets |
| |
| |
Total assets |
| |
| |
Current liabilities |
| |
| |
Non-current liabilities |
| |
| |
Total liabilities |
| |
| |
Total equity |
| |
| |
Total liabilities and equity |
| |
| |
F-61
Table of Contents
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As of June 30, 2026 and 2025 and for the years ended June 30, 2026, 2025 and 2024
(Amounts in US$, except otherwise indicated)
Summary statements of comprehensive income or loss
| 06/30/2026 | | 06/30/2025 | | 06/30/2024 | |
Revenues | | | | |||
Cost of sales | ( | ( | ( | |||
Gross margin | | | | |||
Selling, general and administrative expenses | ( | ( | ( | |||
Other income or expenses, net | | | ( | |||
Operating profit | ( | ( | | |||
Financial results | ( | ( | ( | |||
Profit/(loss) before tax | ( | ( | | |||
Income tax | | | ( | |||
Profit/(loss) for the year | ( | ( | | |||
Revaluation of property, plant and equipment, net of tax | | — | — | |||
Total comprehensive result | ( | ( | |
12. CASH FLOW INFORMATION
Significant non-cash transactions related to investing and financing activities are as follows:
| 06/30/2026 | | 06/30/2025 | | 06/30/2024 | |
Investment activities | ||||||
Net assets derecognized upon of deconsolidation of subsidiary | | — | — | |||
Exchange of intangible assets | — | | — | |||
Investment in-kind in other related parties (Note 17) | | | | |||
Capitalization of interest on buildings in progress | | | | |||
Net assets acquisition by business combination | — | — | | |||
Sale of Moolec Science S.A. equity investment | — | — | ( | |||
| | | | |||
06/30/2026 | | 06/30/2025 | | 06/30/2024 | ||
Financing activities |
| |
| |
| |
Contingent consideration payment with own shares (1) | ( |
| — |
| — | |
Compensation financial activities by deconsolidation of subsidiary | ( |
| — |
| — | |
Assignment of receivables with shareholders and other related parties | ( | ( | — | |||
Compensation payment financed by acquisition of intangible assets | — | ( | — | |||
| ( |
| ( |
| — |
(1) | 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 |
F-62
Table of Contents
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As of June 30, 2026 and 2025 and for the years ended June 30, 2026, 2025 and 2024
(Amounts in US$, except otherwise indicated)
Disclosure of changes in liabilities arising from financing activities:
Financing activities | ||||||||||||
Continuing operations | Discontinued operations | |||||||||||
| | Consideration | | Secured | | | Consideration for | | ||||
Borrowings | for acquisition | notes | Borrowings | acquisition | Total | |||||||
As of June 30, 2025 | | | | | | | ||||||
Proceeds |
| |
| — |
| — | | — |
| | ||
Payments |
| ( |
| — |
| ( | ( | — |
| ( | ||
Interest payment |
| ( |
| — |
| ( | — | — |
| ( | ||
Non-cash activities | | ( | — | ( | ( | ( | ||||||
Subject to foreclosure (Note 6) | — | — | — | ( | ( | ( | ||||||
Court-awarded expenses (Note 6) | — | — | | — | — | | ||||||
Prepayment Premium Fee | — | — | | — | — | | ||||||
Interest accrued |
| |
| — |
| | | — |
| | ||
Exchange differences, currency translation differences and other financial results |
| |
| |
| — | ( | ( |
| | ||
As of June 30, 2026 |
| |
| |
| | — | — |
| | ||
Financing activities | ||||||||||||
Continuing operations | Discontinued operations | |||||||||||
Consideration | Secured | Consideration | ||||||||||
| Borrowings | | for acquisition | | notes | | Borrowings | | for acquisition | | Total | |
As of June 30, 2024 |
| | | | | | | |||||
Proceeds |
| |
| — |
| — |
| | — | | ||
Payments |
| ( |
| ( |
| ( |
| — | — | ( | ||
Interest payment | ( |
| — |
| ( |
| ( | — | ( | |||
Non-cash activities | ( |
| ( |
| — |
| ( | — | ( | |||
Prepayment Premium Fee |
| — |
| — |
| |
| — | — | | ||
Interest accrued | | — | | | — | | ||||||
Exchange differences, currency translation differences and other financial results |
| |
| |
| |
| — | ( | | ||
As of June 30, 2025 |
| |
| |
| |
| | | | ||
Financing activities | ||||||||||||
Continuing operations | Discontinued operations | |||||||||||
Consideration | Secured | Consideration | ||||||||||
| Borrowings | | for acquisition | | notes | | Borrowings | | for acquisition | | Total | |
As of June 30, 2023 | |
| |
| |
| | | | |||
Proceeds |
| |
| — |
| — |
| — | — | | ||
Payments |
| ( |
| ( |
| — |
| — | — | ( | ||
Interest payment |
| ( |
| — |
| ( |
| ( | — | ( | ||
Financing for assets acquisitions |
| |
| |
| — |
| — | — | | ||
Interest accrued | | — | | | — | | ||||||
Exchange differences, currency translation differences and other financial results |
| ( |
| |
| — |
| — | | ( | ||
As of June 30, 2024 |
| |
| |
| |
| | | | ||
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Table of Contents
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As of June 30, 2026 and 2025 and for the years ended June 30, 2026, 2025 and 2024
(Amounts in US$, except otherwise indicated)
13. JOINT VENTURES AND ASSOCIATES
| 06/30/2026 | | 06/30/2025 | |
Assets | ||||
Synertech Industrias S.A. |
| |
| |
Natal Agro S.R.L | | — | ||
Alfalfa Technologies S.R.L. |
| — |
| |
| |
| 06/30/2026 | | 06/30/2025 | |
Liabilities |
|
| | |
Trigall Genetics S.A. |
| |
| |
| |
| |
The investment in Trigall Genetics has a negative balance because the company intends to make additional contributions or cover the losses of the investment.
Changes in joint ventures investments and affiliates:
| 06/30/2026 | | 06/30/2025 | |
As of the beginning of the year |
| |
| |
Reclassification of Natal Agro S.R.L. | | — | ||
Impairment of investment in Alfalfa Technologies S.R.L. | ( | — | ||
Revaluation of property, plant and equipment, net of tax | | — | ||
Share of profit or loss |
| | ( | |
As of the end of the year |
| | |
During February 2026, the Group disposed of a
Furthermore, as of the end of the fiscal year, the carrying amount of its investment in Alfalfa Technologies S.R.L. was fully written down, as the entity has ceased operations.
Share of profit or loss of joint ventures and affiliates:
| 06/30/2026 | | 06/30/2025 | | 06/30/2024 | |
Trigall Genetics S.A. |
| ( | ( | | ||
Natal Agro S.R.L | ( | — | — | |||
Synertech Industrias S.A. |
| | ( | | ||
| | ( | |
There are no significant restrictions on the ability of the joint ventures and affiliates to transfer funds to the Group for cash dividends, or to repay loans or advances made by the Group.
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Table of Contents
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As of June 30, 2026 and 2025 and for the years ended June 30, 2026, 2025 and 2024
(Amounts in US$, except otherwise indicated)
Summarized financial information prepared in accordance with International Financial Reporting Standards (“IFRS”) in relation to the joint ventures is presented below:
Trigall Genetics | ||||
Summarized balance sheet | | 06/30/2026 | | 06/30/2025 |
Current assets | ||||
Cash and cash equivalents |
| |
| |
Other current assets |
| |
| |
Total current assets |
| |
| |
Non-current assets |
|
| ||
Intangible assets |
| |
| |
Investments in joint ventures and associates | — | | ||
Total non-current assets |
| |
| |
Current liabilities |
|
| ||
Other current liabilities |
| |
| |
Total current liabilities |
| |
| |
Non-current liabilities |
|
| ||
Financial liabilities | | | ||
Other non- current liabilities |
| |
| |
Total non-current liabilities |
| |
| |
Equity |
| ( |
| |
Trigall Genetics | ||||||
Summarized statements of comprehensive income | | 06/30/2026 | | 06/30/2025 | | 06/30/2024 |
Revenue |
| |
| |
| |
Finance income |
| — |
| |
| — |
Finance expense |
| ( |
| ( |
| ( |
Depreciation and amortization | ( | ( | ( | |||
Profit of the year |
| ( |
| ( |
| |
Other comprehensive income |
| — |
| — |
| — |
Total comprehensive income |
| ( |
| ( |
| |
F-65
Table of Contents
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As of June 30, 2026 and 2025 and for the years ended June 30, 2026, 2025 and 2024
(Amounts in US$, except otherwise indicated)
Synertech | ||||
Summarized balance sheet | | 06/30/2026 | | 06/30/2025 |
Current assets |
|
| | |
Cash and cash equivalents |
| |
| |
Other current assets |
| |
| |
Total current assets |
| |
| |
Non-current assets |
|
| ||
Property, plan and equipment |
| |
| |
Other non- current assets |
| |
| |
Total non-current assets |
| |
| |
Current liabilities |
|
|
|
|
Financial liabilities |
| |
| |
Other current liabilities |
| |
| |
Total current liabilities |
| |
| |
Non-current liabilities |
|
|
|
|
Financial liabilities |
| |
| — |
Other non- current liabilities |
| |
| |
Total non-current liabilities |
| |
| |
Equity |
| |
| |
Synertech | ||||||
Summarized statements of comprehensive income | | 06/30/2026 | | 06/30/2025 | | 06/30/2024 |
Revenue |
| |
| |
| |
Finance income |
| |
| ( |
| |
Finance expense |
| ( |
| ( |
| ( |
Depreciation and amortization |
| ( |
| ( |
| ( |
(Loss)/Profit of the year |
| |
| ( |
| |
Other comprehensive (loss)/ income |
| |
| — |
| — |
Total comprehensive (loss)/income |
| |
| ( |
| |
14. SEGMENT INFORMATION
As a result of the circumstances described in Note 6, discontinued operations have been excluded from segment information for the current period, and comparative figures have been recast accordingly.
The Group is organized into
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
F-66
Table of Contents
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As of June 30, 2026 and 2025 and for the years ended June 30, 2026, 2025 and 2024
(Amounts in US$, except otherwise indicated)
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.
The following tables present information with respect to the Group´s reporting segments:
| Seed and | | | |
| ||||
integrated | Crop | Crop | |||||||
Year ended June 30, 2026 | products | protection | nutrition | Consolidated | |||||
Revenues from contracts with customers |
| |
| |
| |
| | |
Sale of goods and services |
| |
| |
| |
| | |
Royalties |
| |
| — |
| — |
| | |
Right of use licenses | — | — | | | |||||
Others |
|
| |
| |
| | ||
Initial recognition and changes in the fair value of biological assets at the point of harvest |
| |
| — |
| — |
| | |
Total |
| |
| |
| |
| | |
Cost of sales |
| ( |
| ( |
| ( |
| ( | |
Gross profit per segment |
| |
| |
| |
| | |
% Gross margin | | % | | % | | % | | % |
F-67
Table of Contents
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As of June 30, 2026 and 2025 and for the years ended June 30, 2026, 2025 and 2024
(Amounts in US$, except otherwise indicated)
| Seed and | | | |
| ||||
| integrated |
| Crop |
| Crop | ||||
Year ended June 30, 2025 |
| products | protection | nutrition | Consolidated | ||||
Revenues from contracts with customers |
| |
| |
| |
| | |
Sale of goods and services |
| |
| |
| |
| | |
Royalties |
| |
| — |
| — |
| | |
Right of use licenses | — | — | | | |||||
Others |
|
|
|
| |||||
Initial recognition and changes in the fair value of biological assets at the point of harvest |
| |
| — |
| — |
| | |
Total |
| |
| |
| |
| | |
Cost of sales |
| ( |
| ( |
| ( |
| ( | |
Gross profit per segment |
| |
| |
| |
| | |
% Gross margin | | % | | % | | % | | % |
| Seed and | | | |
| ||||
| integrated |
| Crop |
| Crop | ||||
Year ended June 30, 2024 |
| products | protection | nutrition | Consolidated | ||||
Revenues from contracts with customers | |||||||||
Sale of goods and services |
| |
| |
| |
| | |
Royalties |
| |
| — |
| — |
| | |
Right of use licenses | | — | | | |||||
Others |
| ||||||||
Initial recognition and changes in the fair value of biological assets at the point of harvest |
| ( |
| — |
| — |
| ( | |
Total |
| |
| |
| |
| | |
Cost of sales |
| ( |
| ( |
| ( |
| ( | |
Gross profit per segment |
| |
| |
| |
| | |
% Gross margin | | % | | % | | % | | % |
Since the year ended June 30, 2025, changes in the net realizable value of agricultural products after harvest have been excluded from segment information since those results depend on market fluctuations which are beyond the Group’s operating control. The Group has recast the comparative figures accordingly.
F-68
Table of Contents
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As of June 30, 2026 and 2025 and for the years ended June 30, 2026, 2025 and 2024
(Amounts in US$, except otherwise indicated)
Revenue by similar group of products or services
| 06/30/2026 | | 06/30/2025 | | 06/30/2024 | |
Seed and integrated products |
| |
| |
| |
Seed Treatments Packs |
| |
| |
| |
Seeds & HB4 Program |
| |
| |
| |
Crop protection |
| |
| |
| |
Adjuvants |
| |
| |
| |
Seed CP Products and Services |
| |
| |
| |
Other CP Products and Services |
| | | | ||
Bioprotection | | — | — | |||
Crop nutrition |
| |
| |
| |
Inoculants & Biofertilizers |
| | | | ||
Micro-beaded Fertilizers | |
| |
| | |
Biostimulants |
| | — | — | ||
Syngenta up-front fee | — | — | | |||
Total revenues |
Geographical information
| 06/30/2026 | | 06/30/2025 | | 06/30/2024 | |
Argentina |
| |
| |
| |
Brazil |
| |
| |
| |
LATAM |
| |
| |
| |
ROW |
| |
| |
| |
Total revenues |
| |
| |
| |
Non-current assets | | 06/30/2026 | | 06/30/2025 |
Argentina | | | ||
Brazil |
| |
| |
LATAM | | | ||
North America |
| |
| |
EMEA |
| — |
| |
ROW |
| |
| |
Total non-current assets |
| | | |
Property, plant and equipment | | | ||
Intangible assets | | | ||
Goodwill | | | ||
Total reportable assets | | | ||
Total non-reportable assets | | | ||
Total assets | | |
Beginning in the prior year, geographical information has been presented by principal countries and regions. LATAM represents Latin American countries, excluding Argentina and Brazil, which are disclosed separately. ROW (Rest of the World) includes all remaining countries not otherwise classified. Comparative figures have been recast accordingly to conform to the current presentation.
F-69
Table of Contents
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As of June 30, 2026 and 2025 and for the years ended June 30, 2026, 2025 and 2024
(Amounts in US$, except otherwise indicated)
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 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.
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 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 derive 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 multinational 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.
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Table of Contents
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As of June 30, 2026 and 2025 and for the years ended June 30, 2026, 2025 and 2024
(Amounts in US$, except otherwise indicated)
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 considering its financial position, 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 be considered appropriate regardless of the credit profile of any customer.
To cover trade receivables, the Group has 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.
On that basis, the loss allowance as of June 30, 2026, was determined as follows:
Gross carrying | ||||||
amount-trade | Expected Loss | Loss | ||||
| receivables | | rate | | allowance | |
Current |
| | | % | | |
More than 15 days past due | | | % | | ||
More than 30 days past due |
| |
| | % | |
More than 60 days past due | | | % | | ||
More than 90 days past due | | | % | | ||
More than 120 days past due | | | % | | ||
More than 180 days past due | | | % | | ||
More than 365 days past due | | | % | | ||
Total 06/30/2026 |
| |
| |
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 committed credit facilities. The Group’s ability to fund its existing and prospective debt requirements is managed by maintaining diversified funding sources with adequate committed funding lines from high-quality lenders.
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Table of Contents
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As of June 30, 2026 and 2025 and for the years ended June 30, 2026, 2025 and 2024
(Amounts in US$, except otherwise indicated)
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 for its liquidity requirements to ascertain that there is sufficient cash for the operating needs, including the amounts required to settle financial liabilities.
The following table sets out the contractual maturities of financial liabilities:
Between one | ||||||
Up to 3 | 3 to 12 | and three | ||||
As of June 30, 2026 | | months | | months | | years |
Trade and other payables |
| |
| |
| |
Borrowings (1) | | | | |||
Secured notes (2) |
| |
| — |
| — |
Leasing liabilities |
| |
| |
| |
Consideration for acquisition | — | | | |||
Total |
| |
| |
| |
| | | Between one | |||
Up to 3 | 3 to 12 | and three | ||||
As of June 30, 2025 | months | months | years | |||
Trade and other payables |
|
| |
| | |
Borrowings |
| | | |||
Secured notes (2) |
| |
| — |
| — |
Leasing liabilities | | | | |||
Consideration for acquisition | — |
| |
| | |
Total |
| |
| |
| |
| (1) | As described in Note 7.12, the certain financing agreements were reclassified as current liability. |
| (2) | As described in Note 7.13, the Secured Notes were reclassified as current liability. |
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 transactions denominated in a currency other than its functional currency.
The table below sets forth our net exposure to currency risk as of June 30, 2026:
Net foreign currency position | | 06/30/2026 |
Amount expressed in US$ |
| ( |
Considering only this net currency exposure as of June 30, 2026 if a 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 because of foreign exchange gains or losses. We estimate that a devaluation or an appreciation of the US Dollar of other currencies of
F-72
Table of Contents
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As of June 30, 2026 and 2025 and for the years ended June 30, 2026, 2025 and 2024
(Amounts in US$, except otherwise indicated)
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 arises from long-term borrowing. 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 derivative contracts to hedge this exposure.
The Group’s debt composition is set out below:
| 06/30/2026 | | 06/30/2025 | |
Carrying | Carrying | |||
amount | amount | |||
Fixed-rate instruments |
| |
| |
Current financial liabilities |
| |
| |
Non-current financial liabilities |
| |
| |
Variable-rate instruments |
|
| ||
Current financial liabilities |
| |
| |
The Company 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, 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 adjusts it in the light of changes in economic conditions and the risk characteristics of the underlying assets. 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, 2026, and 2025.
Financial assets by category
Mandatorily measured at fair | ||||||||
Amortized cost | value through profit or loss | |||||||
Financial asset | | 06/30/2026 | | 06/30/2025 | | 06/30/2026 | | 06/30/2025 |
Cash and cash equivalents | | | | | ||||
Other financial assets |
| — |
| |
| |
| |
Trade receivables |
| |
| |
| — |
| — |
Other receivables (*) |
| |
| |
| — |
| — |
Total |
| |
| |
| |
| |
(*) Advances expenses and tax balances are not included.
F-73
Table of Contents
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As of June 30, 2026 and 2025 and for the years ended June 30, 2026, 2025 and 2024
(Amounts in US$, except otherwise indicated)
Financial liabilities by category
Mandatorily measured at fair | ||||||||
Amortized cost | value through profit or loss | |||||||
Financial liability | | 06/30/2026 | | 06/30/2025 | | 06/30/2026 | | 06/30/2025 |
Trade and other payables | | | | | ||||
Borrowings | | | — | — | ||||
Secured notes |
| |
| |
| — |
| — |
Lease liability |
| |
| |
| — |
| — |
Consideration for acquisition |
| |
| |
| — |
| |
Total |
| |
| |
| |
| |
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 06/30/2026 | | Level 1 | | Level 2 | | Level 3 |
Financial assets at fair value |
| |
| |
| |
Mutual funds |
| |
| — |
| — |
Moolec Science S.A. shares |
| |
| — |
| — |
Other investments |
| |
| — |
| — |
Financial liability at fair value |
|
| ||||
Trade and other payables |
| — |
| |
| — |
Measurement at fair value at 06/30/2025 |
| Level 1 |
| Level 2 |
| Level 3 |
Financial assets at fair value |
| |
| |
| |
Mutual funds |
| |
| — |
| — |
Moolec Science S.A. shares | | — | — | |||
Other investments |
| |
| — |
| — |
Financial liability at fair value |
|
|
|
|
| |
Trade and other payables |
| — |
| |
| — |
Consideration for acquisition | | — | — |
Estimation of fair value
The fair value of marketable securities, mutual funds, shares 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.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As of June 30, 2026 and 2025 and for the years ended June 30, 2026, 2025 and 2024
(Amounts in US$, except otherwise indicated)
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.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As of June 30, 2026 and 2025 and for the years ended June 30, 2026, 2025 and 2024
(Amounts in US$, except otherwise indicated)
The information about the right-of-use and liabilities related to lease assets is as follows:
Right-of-use leased asset | | 06/30/2026 | | 06/30/2025 |
Book value at the beginning of the year |
| | | |
Additions of the year |
| | | |
Subject to foreclosure (Note 6) | ( | — | ||
Deconsolidation of subsidiary (Note 13) | ( | — | ||
Disposals | ( | ( | ||
Exchange differences | | | ||
Book value at the end of the year |
| | | |
|
| |||
| | |||
Depreciation | | 06/30/2026 | | 06/30/2025 |
Book value at the beginning of the year | | | ||
Depreciation of the year (1) |
| | | |
Disposals |
| ( | ( | |
Subject to foreclosure (Note 6) | ( | — | ||
Deconsolidation of subsidiary (Note 13) | ( | — | ||
Exchange differences |
| ( | | |
Accumulated depreciation at the end of the year |
| | | |
Total |
| | | |
| | |||
Lease liability | | 06/30/2026 | | 06/30/2025 |
Book value at the beginning of the year |
| | | |
Additions of the year |
| | | |
Subject to foreclosure (Note 4) | ( | — | ||
Deconsolidation of subsidiary (Note 13) | ( | — | ||
Interest expenses, exchange differences and inflation effects |
| | | |
Payments of the year |
| ( | ( | |
Total |
| | | |
| | |||
Lease Liabilities | | 06/30/2026 | | 06/30/2025 |
Non-current |
| | | |
Current |
| | | |
Total |
| | | |
| 06/30/2026 | | 06/30/2025 | |
Machinery and equipment | | | ||
Vehicles | | | ||
Equipment and computer software | | | ||
Land and buildings | | | ||
| |
(1)For the years ended June 30, 2026, and 2025, depreciation expense of $
The incremental borrowing rate used was
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As of June 30, 2026 and 2025 and for the years ended June 30, 2026, 2025 and 2024
(Amounts in US$, except otherwise indicated)
17. SHAREHOLDERS AND OTHER RELATED PARTIES BALANCES AND TRANSACTIONS
During the year ended June 30, 2026, 2025 and 2024, the transactions between the Group and related parties, are as follows:
Value of transactions for the year ended | ||||||||
Party | | Transaction type | | 06/30/2026 | | 06/30/2025 | | 06/30/2024 |
Joint ventures and associates |
| Sales and services |
| |
| |
| |
Joint ventures and associates |
| Purchases of goods and services |
| ( |
| ( |
| ( |
Key management personnel |
| Salaries, social security benefits and other benefits |
| ( |
| ( |
| ( |
Key management personnel |
| Sales and services |
| — |
| |
| — |
Key management personnel |
| Purchases of goods and services |
| ( |
| ( |
| — |
Shareholders and other related parties |
| Sales of goods and services |
| |
| |
| |
Shareholders and other related parties |
| Purchases of goods and services |
| ( |
| ( |
| ( |
Shareholders and other related parties | In-kind contributions | | | | ||||
Parent company and related parties to Parent |
| Interest expenses |
| — |
| — |
| ( |
Total |
| |
| ( |
| ( |
| ( |
The related balances owed by and to them as of June 30, 2026, and 2025 are as follows:
Amounts receivable from related parties | ||||||
Party | | Transaction type | | 06/30/2026 | | 06/30/2025 |
Shareholders and other related parties |
| Trade debtors |
| |
| |
Shareholders and other related parties |
| Other receivables |
| |
| |
Joint ventures and associates |
| Trade debtors |
| |
| |
Joint ventures and associates |
| Other receivables |
| |
| |
Total |
| |
| | ||
Amounts payable to related parties | ||||||
Party | | Transaction type | | 06/30/2026 | | 06/30/2025 |
Parent company | Trade creditors | — | ( | |||
Key management personnel |
| Salaries, social security benefits and other benefits |
| ( |
| ( |
Shareholders and other related parties |
| Trade and other payables |
| ( |
| ( |
Joint ventures and associates |
| Trade creditors |
| ( |
| ( |
Other related parties | Secured notes | — | ( | |||
Total |
| ( |
| ( | ||
In accordance with the terms of the amended agreement of the Secured Notes, certain members of the Board of Directors were nominated by the noteholders; accordingly, the outstanding balance of the notes was classified as related party payables as of June 30, 2025. Subsequently, those directors resigned following the receipt of a reservation of rights letter issued by Jasper Lake through its legal counsel. As a result of such resignations, the outstanding balance is no longer reported as amounts payable to related parties
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As of June 30, 2026 and 2025 and for the years ended June 30, 2026, 2025 and 2024
(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, 2026, 2025 and 2024.
| 06/30/2026 | | 06/30/2025 | | 06/30/2024 | |
Salaries, social security and other benefits |
| |
| |
| |
Share-based incentives | | | | |||
Total |
| |
| |
| |
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 Compensation Committee based on the performance of individuals and market trends.
19. SHARE-BASED PAYMENT
2023 Omnibus Equity Incentive Plan
On May 12, 2023, the board of directors of the Company 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.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As of June 30, 2026 and 2025 and for the years ended June 30, 2026, 2025 and 2024
(Amounts in US$, except otherwise indicated)
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.
| Stand Alone | Employee | Past Share | Base Share | | Performance | Base Share | ||||||||||||
Stock Option | Stock Option | Option | Option plan | Share | Option plan | ||||||||||||||
Factor | Grant | | Plan | | plan | | (2023 Grant) | | Option plan | | (2026 Grant) | ||||||||
Weighted average fair value of shares |
| $ | | $ | | $ | | $ | | $ | | $ | | ||||||
Weighted average exercise price |
| $ | | $ | | $ | | $ | | $ | | $ | | ||||||
Weighted average expected volatility |
| | % | | % | | % | | % | | % | | % | ||||||
Dividend rate |
| % | % | % | % | % | % | ||||||||||||
Weighted average risk-free interest rate |
| % | | % | | % | | % | | % | | % | |||||||
Weighted average expected life |
| | periods | | periods | | periods | | period | | period | | period | ||||||
Weighted average fair value of stock options at measurement date |
| $ | $ | | $ | | $ | | $ | | $ | | |||||||
During fiscal year 2026, we granted
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
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As of June 30, 2026 and 2025 and for the years ended June 30, 2026, 2025 and 2024
(Amounts in US$, except otherwise indicated)
The following table shows the evolution of stock option and weighted average exercise price for the years ended June 30, 2026 and 2025:
06/30/2026 | 06/30/2025 | |||||||
W.A. | W.A. | |||||||
Number of | Exercise | Number of | Exercise | |||||
| options | | price | | options | | price | |
At the beginning of the year |
| |
| |
| |
| |
Granted during the year |
| |
| |
| — |
| — |
Cancelled or expired during the year |
| — |
| — |
| ( |
| |
Forfeited during the year | — | — | ( | | ||||
Exercised during the year |
| — |
| — |
| — |
| — |
Effective at the end of the year |
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| |
| |
| |
20.CONTINGENCIES, COMMITMENTS AND RESTRICTIONS ON THE DISTRIBUTION OF PROFITS
The Secured 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 and Rizobacter USA, LLC.
As of June 30, 2026, pledged assets subject to restrictions on availability are summarized in the table below:
Description | | Carrying Amount | | Type of debt | | Outstanding debt | | Type of restriction |
IT equipment |
| |
| Leasing |
| |
| Leasing |
Land and buildings | | Leasing | Leasing | |||||
Land and buildings |
| |
| Borrowing |
| |
| Mortgage |
In addition, the Group had outstanding guarantee arrangements consisting of an Aval Fertil SGR guarantee with a maximum coverage amount of $
21.EVENTS OCCURRING AFTER THE REPORTING PERIOD
See Notes 2 and 6 for a discussion of subsequent events relating to the Secured Notes and the related enforcement proceedings.
Subsequent to June 30, 2026, 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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