Content
Unaudited interim condensed consolidated financial statements
Interim condensed consolidated statement of financial position
3
Interim condensed consolidated statement of profit or loss
6
Interim condensed consolidated statement of comprehensive income or loss
8
Interim condensed consolidated statement of changes in equity
9
Interim condensed consolidated statement of cash flows
11

1
Background information
14
2
Significant accounting policies
15
3
Segment information
20
4
Cash equivalents
27
5
Trade receivables
27
6
Financial instruments
29
7
Financial and capital risk management
31
8
Inventories
39
9
Taxes recoverable
40
10
Commodity forward contracts - Barter transactions
41
11
Right-of-use assets and lease liabilities
43
12
Property, plant and equipment
44
13
Intangible assets
45
14
Trade payables
47
15
Borrowings
48
16
Agribusiness Receivables Certificates
48
17
Payables for the acquisition of subsidiaries
50
18
Acquisition of subsidiaries
49
19
Accounting considerations related to the SPAC Transaction
55
20
Income taxes
56
21
Provisions for contingencies
58
22
Advances from customers
58
23
Related parties
59
24
Equity
60
25
Revenue from contracts with customers
65
26
Costs and expenses by nature
66
27
Finance income (costs)
67
28 Other operating (income) expenses, net
68
29
Non-cash transactions
68
30
Subsequent events
68

Interim condensed consolidated statement of financial
As of March 31, 2024
(In thousands of Brazilian reais - R$, except if otherwise indicated)

Notes March 31,
2024
June 30,
2023
Assets
Current assets
Cash equivalents 4 394,365 564,294
Restricted cash 19 150,339 -
Trade receivables 5 5,405,117 2,667,057
Inventories 8 1,958,197 1,868,204
Taxes recoverable 9 67,105 57,001
Derivative financial instruments 7 56,650 40,410
Commodity forward contracts 10 136,866 114,861
Advances to suppliers 147,107 192,119
Other assets 92,712 32,701
Total current assets 8,408,458 5,536,646
Non-current assets
Restricted cash 19 - 139,202
Trade receivables 5 133,680 41,483
Other assets 5,714 8,390
Commodity forward contracts 10 4,000
Judicial deposits 10,166 8,820
Right-of-use assets 11 205,663 173,679
Taxes recoverable 9 361,772 282,903
Deferred tax assets 20 410,991 329,082
Investments 6,083 -
Property, plant and equipment 12 225,764 196,588
Intangible assets 13 980,432 807,192
Total non-current assets 2,344,265 1,987,339
Total assets 10,752,723 7,523,984
The accompanying notes are an integral part of the unaudited interim condensed consolidated financial statements.
3
Interim condensed consolidated statement of financial
As of March 31, 2024
(In thousands of Brazilian reais - R$, except if otherwise indicated)
Notes March 31,
2024
June 30, 2023
Liabilities
Current liabilities
Trade payables 14 5,554,838 2,575,701
Trade payables - Supplier finance 14(c) - 26,157
Lease liabilities 11 96,394 85,865
Borrowings 15 1,280,083 922,636
Agribusiness Receivables Certificates 16 1,101 -
Obligations to FIAGRO quota holders 175,168 150,018
Payables for the acquisition of subsidiaries 17 214,109 221,509
Derivative financial instruments 7 65,039 44,008
Commodity forward contracts 10 128,658 207,067
Salaries and social charges 175,238 223,376
Taxes payable 43,507 37,105
Dividends payable 1,804 1,619
Warrant liabilities 19 25,956 36,446
Liability for FPA Shares 19 150,339 -
Advances from customers 22 399,761 488,578
Other liabilities 48,550 34,388
Total current liabilities 8,360,545 5,054,473
Non-current liabilities
Trade payables 14 7,219 2,547
Lease liabilities 11 121,315 98,554
Borrowings 15 43,693 42,839
Agribusiness Receivables Certificates 16 402,648 -
Commodity forward contracts 10 140 -
Payables for the acquisition of subsidiaries 17 23,408 53,700
Provision for contingencies 21 14,040 8,845
Liability for FPA Shares 19 - 139,133
Other liabilities 587 223
Taxes payable 795 963
Deferred tax liabilities 20 17,571 12,351
Total non-current liabilities 631,416 359,155
Equity 24
Share Capital 591 591
Additional Paid-in Capital 2,116,908 2,134,339
Capital reserve 27,987 14,533
Other comprehensive loss (3,174) (28,634)
Accumulated losses (635,145) (260,710)
4
Interim condensed consolidated statement of financial
As of March 31, 2024
(In thousands of Brazilian reais - R$, except if otherwise indicated)
Equity attributable to shareholders of the Parent Company 1,507,167 1,860,119
Non-controlling interests 253,595 250,238
Total equity 1,760,762 2,110,357
Total liabilities and equity 10,752,723 7,523,984
The accompanying notes are an integral part of the unaudited interim condensed consolidated financial statements.
5
Interim condensed consolidated statement of profit or loss
(In thousands of Brazilian reais - R$, except if otherwise indicated)
Notes Three-month period ended March 31, Nine-month period ended March 31,
2024 2023 2024 2023
Revenue 25 2,545,824 2,526,155 7,977,682 8,032,330
Cost of goods sold 26 (2,247,938) (2,152,758) (6,875,929) (6,533,610)
Gross profit 297,886 373,397 1,101,753 1,498,720
Operating expenses
Sales, general and administrative expenses 26 (349,226) (303,900) (1,049,584) (912,221)
Other operating (expenses) income, net 28 1,993 (332,235) 23,905 (300,525)
Share of profit of an associate 2,509 756
Operating profit (loss) (46,838) (262,738) 76,830 285,974
Finance Income (costs)
Finance income 27 124,510 96,903 321,808 256,786
Finance costs 27 (317,255) (251,850) (831,322) (717,335)
Other financial income (costs) 27 (53,455) 2,441 (50,335) (17,751)
Loss before income taxes (293,038) (415,244) (483,019) (192,326)
Income taxes
Current 20 (8,307) (3,618) 23,642 (17,921)
Deferred 20 (19,596) 32,864 76,620 88,138
Loss for the period (320,941) (385,998) (382,757) (122,109)
Attributable to:
Equity holders of the parent (292,887) (387,547) (374,435) (178,237)
Non-controlling interests (28,054) 1,549 (8,322) 56,128
Loss per share
6
Interim condensed consolidated statement of profit or loss
(In thousands of Brazilian reais - R$, except if otherwise indicated)
Notes Three-month period ended March 31, Nine-month period ended March 31,
2024 2023 2024 2023
Basic, profit (loss) for the period attributable to net investment of the parent/ equity holders of the parent 24 (2.58) (3.41) (3.30) (1.57)
Diluted, profit (loss) for the period attributable to net investment of the parent/ equity holders of the parent 24 (2.58) (3.41) (3.30) (1.57)
The accompanying notes are an integral part of the unaudited interim condensed consolidated financial statements.
7
Interim consolidated statement of comprehensive income or loss
(In thousands of Brazilian reais - R$, except if otherwise indicated)
Three-month period ended March 31, Nine-month period ended March 31,
2024 2023 2024 2023
Profit (loss) for the period (320,941) (385,998) (382,757) (122,109)
Items that may be reclassified to profit or loss in subsequent periods
Exchange differences on translation of foreign operations 8,730 6,299 26,070 (22,212)
Total comprehensive income (loss) for the period (312,211) (379,699) (356,687) (144,321)
Attributable to:
Net investment of the parent/ equity holders of the parent (284,601) (382,278) (348,975) (200,472)
Non-controlling interests (27,610) 2,579 (7,712) 56,151
The accompanying notes are an integral part of the unaudited interim condensed consolidated financial statements.
8
Interim condensed consolidated statement of changes in equity
For the nine-month period ended March 31, 2024 and 2023
(In thousands of Brazilian reais - R$, except if otherwise indicated)
Notes Net investment of the Parent Share Capital Additional Paid-in Capital Capital reserve Accumulated losses Other comprehensive loss Total Non-controlling interest Total
Equity/ Net
Investment
At June 30, 2022 1,451,647 - - - - - 1,451,647 218,080 1,669,727
Capital contributions 60,880 - - - - - 60,880 - 60,880
Acquisition of non-controlling interests (51,324) - - - - - (51,324) (36,176) (87,500)
Non-controlling dilution on capital contributions (7,475) - - - - - (7,475) 7,475 -
Dividends paid - - - - - - - (3,485) (3,485)
Acquisition of subsidiaries 8,809 - - - - - 8,809 9,707 18,516
Share-based payment 12,112 - - - - - 12,112 - 12,112
Profit for the period 209,310 - - - - - 209,310 54,579 263,889
Exchange differences on translation of foreign operations (27,481) - - - - - (27,481) (1,007) (28,488)
Pre reorganization 1,656,478 - - - - - 1,656,478 249,173 1,905,651
Changes in parent company's net investment (1,656,478) 514 1,485,135 12,112 209,310 (50,593) - - -
SPAC merger transaction - 77 670,256 - - - 670,333 - 670,333
Foreign currency translation differences - - - - - 5,422 5,422 1,030 6,452
Profit (loss) for the period - - - - (387,547) - (387,547) 1,549 (385,998)
Stock option plan - - - 535 - - 535 - 535
At March 31, 2023 - 591 2,155,391 12,647 (178,237) (45,171) 1,945,221 251,752 2,196,973
At June 30, 2023 - 591 2,134,339 14,533 (260,710) (28,634) 1,860,119 250,238 2,110,357
Exchange differences on translation of foreign operations - - - - - 25,460 25,460 610 26,070
Share-based payment 24 - - - 13,454 - - 13,454 - 13,454
Acquisition of subsidiaries 18 - - - - - - - 2,007 2,007
Other - - (17,431) - - - (17,431) 9,062 (8,369)
9
Interim condensed consolidated statement of changes in equity
For the nine-month period ended March 31, 2024 and 2023
(In thousands of Brazilian reais - R$, except if otherwise indicated)
Loss for the period - - - - (374,435) - (374,435) (8,322) (382,757)
At March 31, 2024 - 591 2,116,908 27,987 (635,145) (3,174) 1,507,167 253,595 1,760,762
The accompanying notes are an integral part of the interim consolidated financial statements.
10
Interim condensed consolidated statement of cash flows
For the nine-month period ended March 31, 2024
(In thousands of Brazilian reais - R$, except if otherwise indicated)

Notes March 31, 2024 March 31, 2023
Operating activities:
Loss before income taxes (483,017) (192,327)
Adjustments to reconcile profit (loss) for the period to net cash flow:
Allowance for expected credit losses 26 118,732 39,442
Listing expense - 319,554
Foreign exchange differences 27 (678) 17,988
Accrued interest expenses 27 235,211 246,221
Interest arising from revenue contracts 27 (275,607) (229,681)
Accrued interest on trade payables 27 517,806 435,931
Loss (gain) on derivatives 27 (7,623) (68,278)
Interest from tax benefits 27 (17,736) (11,437)
Fair value on commodity forward contracts 27 69,125 80,964
Gain on changes in fair value of warrants 19 (10,491) (7,744)
Amortization of intangibles 26 53,018 52,921
Amortization of right-of-use assets 26 64,669 38,160
Depreciation 26 14,985 12,512
Losses and damages of inventories 26 4,149 11,061
Provisions for contingencies 5,044 6,890
Share-based payment 24 13,454 12,647
Share of profit of an associate (756) -
Others (3,163) 26,286
Changes in operating assets and liabilities:
Assets
Trade receivables (2,900,443) (2,592,910)
Inventories (1,043) (200,666)
Advances to suppliers 52,348 161,193
Derivative financial instruments 12,413 (8,085)
Taxes recoverable (68,772) (115,664)
Other receivables (236,461) (77,216)
Liabilities
Trade payables 2,867,788 1,764,935
Advances from customers (93,591) (38,834)
Salaries and social charges (52,624) 27,809
Taxes payable 18,208 41,250
11
Interim condensed consolidated statement of cash flows
For the nine-month period ended March 31, 2024
(In thousands of Brazilian reais - R$, except if otherwise indicated)

Other payables 53,168 14,204
Interest paid on borrowings and FIAGRO quota holders (195,546) (76,159)
Interest paid on acquisitions of subsidiary (8,408) (3,258)
Interest paid on trade payables and lease liabilities (574,451) (151,026)
Interest received from revenue contracts 291,082 94,131
Income taxes paid/received 14,595 (28,173)
Net cash flows used in operating activities (524,615) (397,359)
Investing activities:
Acquisition of subsidiary, net of cash acquired (198,637) (121,410)
Additions to property, plant and equipment and intangible assets (73,458) (52,540)
Proceeds from the sale of property, plant and equipment 3,537 1,289
Net cash flows used in investing activities (268,558) (172,661)
Financing activities:
Proceeds from borrowings 15 1,900,726 1,142,491
Repayment of borrowings 15 (1,618,396) (624,453)
Proceeds from Agribusiness Receivables Certificates, net of transaction cost 16 402,648 -
Payment of principal portion of lease liabilities 11 (63,633) (36,262)
Proceeds from FIAGRO quota holders, net of transaction costs 16 137,496 147,119
Repayment of FIAGRO quota holders 16 (109,350) -
Trade payables - Supplier finance 14(c) (26,157) 4,918
Acquisition of non-controlling interests (52) (87,500)
Dividend payments (i) (8,667) (3,485)
Proceeds from SPAC Merger - 463,909
Capital contributions - 60,880
Net cash flows provided by financing activities 614,615 1,067,617
Net increase in cash equivalents (178,558) 497,597
Net foreign exchange difference 8,629 (12,924)
Cash equivalents at beginning of the period 564,294 254,413
Cash equivalents at end of the period 394,365 739,085
12
Interim condensed consolidated statement of cash flows
For the nine-month period ended March 31, 2024
(In thousands of Brazilian reais - R$, except if otherwise indicated)

(i) Dividend payments made to non-controlling shareholders from acquired subsidiaries.

The accompanying notes are an integral part of the unaudited interim condensed consolidated financial statements.
13
Notes to the interim condensed consolidated financial statements
(In thousands of Brazilian reais - R$, except if otherwise indicated)
1.Background information
Lavoro Limited is a Cayman Island exempted company incorporated on August 22, 2022.
Lavoro Limited is a public company listed with the US Securities and Exchange Commission ("SEC") and its shares are traded on Nasdaq Global Select Market under ticker symbol "LVRO".
Lavoro Limited ("Lavoro" and collectively with its subsidiaries, the "Group") is one of the main agricultural input distribution platforms in Latin America, with relevant agricultural input distribution operations in Brazil and Colombia, and an agricultural input trading company in Uruguay. Also, as a result of a verticalization strategy, the Group produces agricultural biological and special fertilizers products through its own facilities. The Group offers farmers a complete portfolio of products and services with the goal of helping farmer customers succeed by providing multi-channel support.
As of March 31, 2024, the Group is controlled by investment funds managed by Patria Investments Limited ("Patria"), a global alternative asset manager with shares listed on NASDAQ.

Seasonality
Agribusiness is subject to seasonality throughout the year, especially due to the crop cycles that depend on specific weather conditions. Operations, especially in Brazil, have unique weather conditions compared to other countries producing agricultural commodities, making it possible to harvest two to three crops in the same area per year. Thus, considering that the activities of the Group's customers are directly related to crop cycles, which are seasonal in nature, revenues and cash flows from sales may also be substantially seasonal.
The sale of our products is dependent upon planting and growing seasons, which vary from year to year, and are expected to result in both highly seasonal patterns and substantial fluctuations in quarterly sales and profitability. Demand for our products is typically stronger between October and December, with a second period of strong demand between January and March. The seasonality of agricultural inputs results in our sales volumes and net sales typically being the highest during the period between September to February and our working capital and total debt requirements typically being the highest just after the end of this period.
14
Notes to the interim condensed consolidated financial statements
(In thousands of Brazilian reais - R$, except if otherwise indicated)
2.Significant accounting policies
(a)Basis for preparation of the unaudited interim condensed consolidated financial statements

The unaudited interim condensed consolidated financial statements for the nine-month period ended March 31, 2024 have been prepared in accordance with IAS 34 Interim Financial Reporting. The Group has prepared the financial statements on the basis that it will continue to operate as a going concern. The Directors consider that there are no material uncertainties that may cast significant doubt over this assumption. They have formed a judgement that there is a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future, and not less than 12 months from the end of the reporting period.
The interim condensed consolidated financial statements do not include all the information and disclosures required in the annual financial statements and should be read in conjunction with the Group's annual consolidated financial statements as of June 30, 2023.
These interim condensed consolidated financial statements as of March 31, 2024 and for the nine-month period ended March 31, 2024 and 2023 were authorized for issuance by the Board of Directors on June 03, 2024.
(b)New standards, interpretations and amendments adopted by the Group

The accounting policies adopted in the preparation of the unaudited interim condensed consolidated financial statements are consistent with those used in the preparation of the Group's annual consolidated financial statements for the year ended June 30, 2023. The Group has not early adopted any standard, interpretation or amendment that has been issued but is not yet effective.

Certain amendments applicable for the first time in 2024 and 2023 do not have an impact on
the interim consolidated financial statements of the Group.
(c)Basis of combination/consolidation procedures
All unrealized intra-group and intercompany balances, transactions, gains and losses relating to transactions between group companies were eliminated in full.
The interim condensed consolidated financial statements include the following subsidiaries of Lavoro Limited:
Equity interest
Name Core activities Location March 31, 2024 June 30, 2023
Corporate:
15
Notes to the interim condensed consolidated financial statements
(In thousands of Brazilian reais - R$, except if otherwise indicated)
Lavoro Agro Limited Holding George Town - Cayman Island 100 % 100 %
Lavoro America Inc. Holding California - USA 100 % 100%
Lavoro Merger Sub II Limited Holding George Town - Cayman Island 100 % 100 %
Lavoro Agro Cayman II Holding George Town - Cayman Island 100 % 100 %
Lavoro Latam SL Holding Madrid - Spain 100 % 100 %
Lavoro Uruguay S.A. (formerly Malinas SA) Holding Montevideu - Uruguay 100 % 100 %
Lavoro Brazil:
Lavoro Agro Holding S.A. Holding São Paulo - Brazil 100 % 100 %
Lavoro Agrocomercial S.A. (ii) Distributor of agricultural inputs Rondonópolis - Brazil 97.43 % 97.42 %
Agrocontato Comércio e Representações de Produtos Agropecuários S.A. (ii) Distributor of agricultural inputs Sinop - Brazil 97.43 % 97.42 %
PCO Comércio, Importação, Exportação e Agropecuária Ltda. (ii) Distributor of agricultural inputs Campo Verde - Brazil 97.43 % 97.42 %
Agrovenci Distribuidora de Insumos Agrícolas Ltda. (MS) (ii) Distributor of agricultural inputs Chapadão do Sul - Brazil 93.60 % 93.11 %
Produtiva Agronegócios Comércio e Representação Ltda. Distributor of agricultural inputs Paracatu - Brazil 87.40 % 87.40 %
Facirolli Comércio e Representação S.A. (Agrozap) Distributor of agricultural inputs Uberaba - Brazil 62.61%- 62.61 %
Agrovenci Comércio, Importação, Exportação e Agropecuária Ltda. (ii) Distributor of agricultural inputs Campo Verde - Brazil 97.43 % 97.42 %
Central Agrícola Rural Distribuidora de Defensivos Ltda. (ii) Distributor of agricultural inputs Vilhena - Brazil 97.43 % 97.42 %
Distribuidora Pitangueiras de Produtos Agropecuários S.A. (ii) Distributor of agricultural inputs Ponta Grossa - Brazil 93.60 % 93.11 %
Produtec Comércio e Representações S.A. Distributor of agricultural inputs Cristalina - Brazil 87.40 % 87.40 %
Qualiciclo Agrícola S.A. (ii) Distributor of agricultural inputs Limeira - Brazil 72.17 % 66.75 %
Desempar Participações Ltda. (ii) Distributor of agricultural inputs Palmeira - Brazil 93.60 % 93.11 %
Denorpi Distribuidora de Insumos Agrícolas Ltda. (ii) Distributor of agricultural inputs Palmeira - Brazil 93.60 % 93.11 %
Deragro Distribuidora de Insumos Agrícolas Ltda. (ii) Distributor of agricultural inputs Palmeira - Brazil 93.60 % 93.11 %
Desempar Tecnologia Ltda. (ii) Holding Palmeira - Brazil 93.60 % 93.11 %
Futuragro Distribuidora de Insumos Agrícolas Ltda. (ii) Distributor of agricultural inputs Palmeira - Brazil 93.60 % 93.11 %
16
Notes to the interim condensed consolidated financial statements
(In thousands of Brazilian reais - R$, except if otherwise indicated)
Plenafértil Distribuidora de Insumos Agrícolas Ltda. (ii) Distributor of agricultural inputs Palmeira - Brazil 93.60 % 93.11 %
Realce Distribuidora de Insumos Agrícolas Ltda. (ii) Distributor of agricultural inputs Palmeira - Brazil 93.60 % 93.11 %
Cultivar Agrícola Comércio, Importação e Exportação S.A. (ii) Distributor of agricultural inputs Chapadão do Sul - Brazil 93.60 % 93.11 %
Nova Geração Comércio e Produtos Agrícolas Ltda. (ii) Distributor of agricultural inputs Pinhalzinho - Brazil 72.17 % 66.75 %
Floema Soluções Nutricionais de Cultivos Ltda. Distributor of agricultural inputs Uberaba - Brazil 62.61 % 62.61 %
Casa Trevo Participações S.A. (ii) Holding Nova Prata - Brazil 79.56 % 79.14 %
Casa Trevo Comercial Agrícola Ltda. (ii) Distributor of agricultural inputs Nova Prata - Brazil 79.56 % 79.14 %
CATR Comercial AgrícolaLtda. (ii) Distributor of agricultural inputs Nova Prata - Brazil 79.56 % 79.14 %
Sollo Sul Insumos Agrícolas Ltda. (ii) Distributor of agricultural inputs Pato Branco - Brazil 93.60 % 93.11 %
Dissul Insumos Agrícolas Ltda. (ii) Distributor of agricultural inputs Pato Branco - Brazil 93.60 % 93.11 %
Referência Agroinsumos Ltda. (i) (ii) Distributor of agricultural inputs Dom Pedrito - Brazil 65.52 % - %
Lavoro Agro Fundo de Investimento nas Cadeias Produtivas Agroindustriais FIAGRO São Paulo - Brazil 5.00 % 5.00 %
CORAM - Comércio e Representações Agrícolas Ltda. (i) (ii) Distributor of agricultural inputs São Paulo - Brazil 72.17 % - %
Lavoro Colômbia:
Lavoro Colombia S.A.S. Holding Bogota - Colombia 94.90 % 94.90 %
Crop Care Colombia Distributor of agricultural inputs Bogota - Colombia 94.90 % 94.90 %
Agricultura y Servicios S.A.S. Distributor of agricultural inputs Ginebra - Colombia 94.90 % 94.90 %
Grupo Cenagro S.A.S. Distributor of agricultural inputs Yumbo - Colombia 94.90 % 94.90 %
Cenagral S.A.S. Distributor of agricultural inputs Yumbo - Colombia 94.90 % 94.90 %
Grupo Gral S.A.S. Distributor of agricultural inputs Bogota - Colombia 94.90 % 94.90 %
Agrointegral Andina S.A.S. Distributor of agricultural inputs Bogota - Colombia 94.90 % 94.90 %
Servigral Praderas S.A.S. Distributor of agricultural inputs Bogota - Colombia 94.90 % 94.90 %
Agroquímicos para la Agricultura Colombiana S.A.S. Distributor of agricultural inputs Bogota - Colombia 94.90 % 94.90 %
Provecampo S.A.S. Distributor of agricultural inputs Envigado - Colombia 94.90 % 94.90 %
17
Notes to the interim condensed consolidated financial statements
(In thousands of Brazilian reais - R$, except if otherwise indicated)
Crop Care:
Crop Care Holding S.A. Holding São Paulo - Brazil 100.00 % 100.00 %
Perterra Insumos Agropecuários S.A. Private label products São Paulo - Brazil 100.00 % 100.00 %
Araci Administradora de Bens S.A. Private label products São Paulo - Brazil 100.00 % 100.00 %
Union Agro S.A. Private label products Pederneiras - Brazil 73.00 % 73.00 %
Agrobiológica Sustentabilidade S.A. Private label products São Paulo - Brazil 65.13 % 65.13 %
Agrobiológica Soluções Naturais Ltda. Private label products Leme - Brazil 65.13 % 65.13 %
Cromo Indústria Química LTDA. Private label products Estrela - Brasil 70.00 % 70.00 %
Perterra Trading S.A. Private label products Montevideu - Uruguay 100.00 % 100.00 %
(i)See note 18 of Acquisitions of subsidiaries.
(ii)Variations in equity interests are a result of capital contributions made between subsidiaries.
Additionally, the interim condensed consolidated financial statements include the following non-consolidated affiliate company:
Equity interest
Name Core activities Location March 31, 2024 June 30, 2023
Gestão e Transformação Consultoria S.A. Consulting São Paulo - Brazil 40% 40%

(d)Statement of cash flows

In 2024, cash outflows related to acquisitions of non-controlling interests are classified under net cash flows provided by financing activities. In 2023, this amount was classified under net cash flows used in investing activities.

While the effect of the change in classification of that cash flows from investing to financing is not material, management has retrospectively revised those periods for comparison purposes.

The retrospective changes in the comparative period can be summarized as follows:

18
Notes to the interim condensed consolidated financial statements
(In thousands of Brazilian reais - R$, except if otherwise indicated)
Originally presented Effects of Change in classification After change in classification
Acquisition of subsidiary, net of cash acquired (87,500) 87,500 -
Net cash flows used in investing activities (226,220) 87,500 (138,720)
Acquisition of non-controlling interests - (87,500) (87,500)
Net cash flows provided by financing activities 1,042,878 (87,500) 955,378
19
Notes to the interim condensed consolidated financial statements
(In thousands of Brazilian reais - R$, except if otherwise indicated)
3.Segment information
(a)Reportable segments by management

The chief operating decision-maker of the Group (the "CODM") is the board of directors which is responsible for allocating resources among operating segments and assessing their performance and making strategic decisions.

The determination of the reportable segments is based on internal reports reviewed by the CODM, which include considerations in relation to risks and returns, organizational structure, etc. Certain expenses across segments are allocated based on reasonable allocation criteria, such as revenues or historical trends.
The Group's reportable segments are the following:
•Brazil Cluster: comprising companies located in Brazil that sell agricultural inputs;
•LATAM Cluster: comprising companies located in Colombia that sell agricultural inputs;
•Crop Care Cluster: comprising companies that produce and import their own portfolio of proprietary products including off-patent crop protection and specialty products (e.g., biologicals and specialty fertilizers).

20
Notes to the interim condensed consolidated financial statements
(In thousands of Brazilian reais - R$, except if otherwise indicated)
(b)Financial information by segment
Segment assets and liabilities as of March 31, 2024:
Description Brazil LATAM Crop Care Total reportable segments Corporate (i) Eliminations between segments (ii) Consolidated
Certain assets
Cash equivalents 318,823 20,566 43,698 383,087 11,278 - 394,365
Trade receivables 4,800,040 375,173 654,034 5,829,247 - (290,451) 5,538,796
Inventories 1,670,440 219,865 133,076 2,023,381 - (65,184) 1,958,197
Advances to suppliers 140,018 1,442 5,647 147,107 - - 147,107
Total assets 9,113,076 759,540 1,068,183 10,940,799 1,684,107 (1,872,183) 10,752,723
Certain liabilities
Trade payables 5,360,494 294,680 207,999 5,863,173 455 (301,571) 5,562,057
Borrowings 879,712 121,084 311,860 1,312,656 - 11,120 1,323,776
Advances from customers 396,954 1,092 1,715 399,761 - - 399,761
Total liabilities and equity 9,113,076 759,540 1,068,183 10,940,799 1,684,107 (1,872,183) 10,752,723
(i)Corporate items refer to balances and expenses with certain corporate demands not directly related to any operating segment.
(ii)Transactions between the Crop Care segment and the Brazil segment.
21
Notes to the interim condensed consolidated financial statements
(In thousands of Brazilian reais - R$, except if otherwise indicated)
Statement of profit or loss data for the three-month period ended March 31, 2024:
Description Brazil LATAM Crop Care Total reportable segments Corporate (i) Eliminations between segments (ii) Consolidated
Revenue 2,227,787 250,120 109,472 2,587,379 - (41,556) 2,545,823
Cost of goods sold (2,012,378) (214,048) (64,320) (2,290,746) - 42,807 (2,247,939)
Sales, general and administrative expenses (iii) (262,608) (35,804) (43,579) (341,991) (7,235) - (349,226)
Share of profit of an associate 4,399 - (669) 3,730 (296,194) 294,973 2,509
Other operating income, net (55) (1,396) 4,135 2,684 (691) - 1,993
Financial (costs) income (231,752) (7,281) (18,522) (257,555) 11,357 - (246,198)
Income taxes (22,602) 1,339 (6,215) (27,478) - (425) (27,903)
Profit (loss) for the period (297,209) (7,070) (19,698) (323,977) (292,763) 295,799 (320,941)
Depreciation and amortization (42,976) (2,763) (2,666) (48,405) - - (48,405)
(i)Corporate items refer to balances and expenses with certain corporate demands not directly related to any operating segment.
(ii)Sales between the Crop Care segment and the Brazil segment.
(iii)Sales, general and administrative expenses and Cost of goods sold includes depreciation and amortization.

22
Notes to the interim condensed consolidated financial statements
(In thousands of Brazilian reais - R$, except if otherwise indicated)

Statement of profit or loss data for the nine-month period ended March 31, 2024:

Description Brazil LATAM Crop Care Total reportable segments Corporate (i) Eliminations between segments (ii) Consolidated
Revenue 6,865,611 850,623 645,276 8,361,510 - (383,829) 7,977,681
Cost of goods sold (6,110,697) (720,629) (396,858) (7,228,184) - 352,254 (6,875,930)
Sales, general and administrative expenses(iii) (782,047) (95,861) (157,386) (1,035,294) (14,290) - (1,049,584)
Share of profit of an associate 109 - 1,242 1,351 (345,376) 344,781 756
Other operating income (expenses), net 39,731 (2,453) 7,739 45,017 (21,112) - 23,905
Financial (costs) income (517,346) (17,101) (41,686) (576,133) 16,286 - (559,847)
Income taxes 107,837 (7,590) (10,721) 89,526 - 10,736 100,262
Profit (loss) for the period (396,802) 6,989 47,606 (342,207) (364,492) 323,942 (382,757)
Depreciation and amortization (109,133) (8,327) (15,941) (133,401) - - (133,401)
(i)Corporate items refer to balances and expenses with certain corporate demands not directly related to any operating segment.
(ii)Sales between the Crop Care segment and the Brazil segment.
(iii)Sales, general and administrative expenses include depreciation and amortization.
23
Notes to the interim condensed consolidated financial statements
(In thousands of Brazilian reais - R$, except if otherwise indicated)
Segment assets and liabilities as of June 30, 2023:
Description Brazil LATAM Crop Care Total reportable segments Corporate (i) Eliminations between segments (ii) Consolidated
Certain assets
Cash equivalents 207,744 22,003 95,585 325,332 238,962 - 564,294
Trade receivables 2,194,853 343,745 242,391 2,780,989 - (72,449) 2,708,540
Inventories 1,547,384 202,239 151,289 1,900,912 - (32,708) 1,868,204
Advances to suppliers 176,831 2,266 13,088 192,185 - (66) 192,119
Total assets 5,926,380 683,894 680,294 7,290,568 449,779 (216,363) 7,523,984
Certain liabilities
Trade payables 2,304,043 309,828 46,506 2,660,377 455 (56,427) 2,604,405
Borrowings 824,868 71,562 69,045 965,475 - - 965,475
Advances from customers 478,313 7,020 3,245 488,578 - - 488,578
Total liabilities and equity 5,926,380 683,894 680,294 7,290,568 449,779 (216,361) 7,523,984
(i)Corporate items refer to balances and expenses with certain corporate demands not directly related to any operating segment.
(ii)Transactions between the Crop Care segment and the Brazil Segment.
24
Notes to the interim condensed consolidated financial statements
(In thousands of Brazilian reais - R$, except if otherwise indicated)
Statement of profit or loss data for the three-month period ended March 31, 2023:
Description Brazil LATAM Crop Care Total reportable segments Corporate (i) Eliminations between segments (ii) Combined
Revenue 2,215,040 250,573 88,567 2,554,180 - (28,025) 2,526,155
Cost of goods sold (1,946,973) (211,055) (47,153) (2,205,181) - 52,423 (2,152,758)
Sales, general and administrative expenses (iii) (228,321) (30,384) (44,795) (303,500) (400) - (303,900)
Other operating income, net (14,500) 469 2,872 (11,159) (321,076) - (332,235)
Financial (costs) income (135,825) (3,958) (10,082) (149,865) (2,641) - (152,506)
Income taxes 40,360 (2,360) (463) 37,537 - (8,291) 29,246
Profit for the period (70,219) 3,285 (11,054) (77,988) (324,117) 16,107 (385,998)
Depreciation and amortization (38,798) (2,074) (2,900) (43,772) - (43,772)
(i)Corporate items refer to balances and expenses with certain corporate demands not directly related to any operating segment.
(ii)Sales between the Crop Care segment and the Brazil segment.
(iii)Sales, general and administrative expenses include depreciation and amortization.

25
Notes to the interim condensed consolidated financial statements
(In thousands of Brazilian reais - R$, except if otherwise indicated)
Statement of profit or loss data for the nine-month period ended March 31, 2023:

Description Brazil LATAM Crop Care Total reportable segments Corporate (i) Eliminations between segments (ii) Consolidated
Revenue 6,852,875 900,190 580,076 8,333,141 - (300,811) 8,032,330
Cost of goods sold (5,697,199) (750,189) (339,191) (6,786,579) - 252,969 (6,533,610)
Sales, general and administrative expenses(iii) (714,839) (84,940) (112,042) (911,821) (400) - (912,221)
Other operating income (expenses), net 20,619 (2,597) 2,529 20,551 (321,076) - (300,525)
Financial (costs) income (443,528) (11,318) (20,813) (475,659) (2,641) - (478,300)
Income taxes 104,176 (18,778) (31,447) 53,951 - 16,266 70,217
Profit (loss) for the period 122,104 32,368 79,112 233,584 (324,117) (31,576) (122,109)
Depreciation and amortization (108,813) (8,316) (9,064) (126,193) - (126,193)
(i)Corporate items refer to balances and expenses with certain corporate demands not directly related to any operating segment.
(ii)Sales between the Crop Care segment and the Brazil segment.Sales between the Crop Care segment and the Brazil segment.
(iii)Sales, general and administrative expenses include depreciation and amortization.
Revenues from external customers for each product and service are disclosed in Note 25. Further breakdown in relation to products and services provided by the Group is not available and such information cannot be produced without unreasonable effort.
26
Notes to the interim condensed consolidated financial statements
(In thousands of Brazilian reais - R$, except if otherwise indicated)
4.Cash equivalents
Annual yield March, 31 2024 June, 30 2023
Cash equivalents (R$) 88% to 110% CDI (i) 362,521 304,292
Cash equivalents (COP) 12.49% DTF(ii) 20,566 22,003
Cash equivalents (US$) 3.82% a year(iii) 11,278 237,999
Total cash equivalents 394,365 564,294
(i)Represents the Brazilian interbank deposit rate, which is an average of the overnight interbank rates in Brazil (the "CDI").
(ii)Colombian investment rate, which is an average of interbank and corporate finance ("DTF").
(iii)Average annualized yield obtained in the last year from overseas bank accounts.
5.Trade receivables
March, 31 2024 June, 30 2023
Trade receivables (Brazil) 5,428,200 2,525,845
Trade receivables (Colombia) 409,929 370,767
(-) Allowance for expected credit losses (299,332) (188,072)
Total 5,538,797 2,708,540
Current 5,405,117 2,667,057
Non-current 133,680 41,483
The average effective interest rate used to discount trade receivables for the three and nine -month period ended March 31, 2024 was 0.96% per month (0.96% as of June 30, 2023). The Group does not have any customer that represents more than 10% of its trade receivables or revenues.
As of March 31, 2024, the Group also transferred trade receivables to the FIAGRO (Agro-industrial Supply Chain Investment Fund), a structured entity, as defined by IFRS 10, established under Brazilian law designed specifically for investing in agribusiness credit rights receivables, in the amount of R$178,841 (R$167,278 in June 30, 2023).

As the Group has retained the risks and rewards of ownership, these amounts were not derecognized from trade receivables. Consequently, the liability resulting from these operations is recorded as obligations to FIAGRO quota holders.
27
Notes to the interim condensed consolidated financial statements
(In thousands of Brazilian reais - R$, except if otherwise indicated)
Allowance for expected credit losses:
March, 31 2024 March, 31 2023
Opening balance as of June (188,072) (151,114)
Increase in allowance (118,732) (39,866)
Allowance for credit losses from acquisitions (15,314) (761)
Trade receivables write-off 25,354 11,839
Exchange rate translation adjustment (2,568) 3,043
Ending balance (i) (299,332) (176,859)
(i)The credit risk of the Group is described in note 7.b.
The aging analysis of trade receivables is as follow:
March, 31 2024 June, 30 2023
Not past due 5,042,969 2,089,543
Overdue
1 to 60 days 215,392 169,556
61 to 180 days 80,284 359,958
181 to 365 days 267,817 90,734
Over 365 days 231,667 186,821
Allowance for expected credit losses (299,332) (188,072)
5,538,797 2,708,540
28
Notes to the interim condensed consolidated financial statements
(In thousands of Brazilian reais - R$, except if otherwise indicated)
6.Financial instruments
The Group's financial instruments were classified according to the following categories:
March, 31 2024
Amortized cost Fair value through profit or loss
Assets:
Trade receivables 5,538,797
Commodity forward contracts 140,866
Derivative financial instruments 56,650
Restricted cash 150,339
Total 5,689,136 197,516
Liabilities:
Trade payables 5,562,057
Lease liabilities 217,709
Borrowings 1,323,776
Agribusiness Receivables Certificates 403,749
Obligations to FIAGRO quota holders 175,168
Payables for the acquisition of subsidiaries 237,517
Derivative financial instruments 65,039
Salaries and social charges 175,238
Commodity forward contracts 128,798
Dividends payable 1,804
Warrant liabilities 25,956
Liability for FPA Shares 150,339
Total 8,247,357 219,793
29
Notes to the interim condensed consolidated financial statements
(In thousands of Brazilian reais - R$, except if otherwise indicated)
June, 30 2023
Amortized cost Fair value through profit or loss
Assets:
Trade receivables 2,708,540 -
Commodity forward contracts - 114,861
Derivative financial instruments - 40,410
Restricted cash 139,202 -
Total 2,847,742 155,271
Liabilities:
Trade payables 2,578,248 -
Lease liabilities 184,419 -
Borrowings 965,475 -
Obligations to FIAGRO quota holders 150,018 -
Payables for the acquisition of subsidiaries 275,209 -
Derivative financial instruments - 44,008
Salaries and social charges 223,376 -
Commodity forward contracts - 207,067
Dividends payable 1,619 -
Warrant liabilities - 36,446
Liability for FPA Shares 139,133 -
Total 4,517,497 287,521
The Group considers that assets and liabilities measured at amortized cost, have a carrying value approximate to their fair value and, therefore, information on their fair values is not presented.
(a)Hierarchy of fair value
The Group uses various methods to measure and determine fair value (including market approaches and income or cost approaches) and to estimate the value that market participants would use to price the asset or liabilities. Financial assets and liabilities carried at fair value are classified and disclosed within the following fair value hierarchy levels:
Level 1 - Quoted prices (unadjusted) in active, liquid and visible markets, for identical assets and liabilities that are readily available at the measurement date;
30
Notes to the interim condensed consolidated financial statements
(In thousands of Brazilian reais - R$, except if otherwise indicated)
Level 2 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable; and
Level 3 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable.
For assets and liabilities that are recognized in the financial statements at fair value on a recurring basis, the Group determines whether transfers have occurred between levels in the hierarchy by re-assessing categorization (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period.
All financial instruments accounted for at fair value are classified as level 2, except for the Warrant liability which is classified as level 1. On March 31, 2024 and June 30, 2023, there were no changes in the fair value methodology of the financial instruments and, therefore, there were no transfers between levels.
7.Financial and capital risk management
(a)Considerations on risk factors that may affect the business of the Group
The Group is exposed to several market risk factors that might impact its business. The Group's board of directors is responsible for monitoring these risk factors, as well as establishing policies and procedures to address them. The Group's risk management structure considers the size and complexity of its activities, which allows for a better understanding of how such risks could impact Group's strategy through committees and other internal meetings.
Currently, the Group is focused on action plans relating to risks that could have a significant impact on its strategic goals, including those required by applicable regulations. To efficiently manage and mitigate these risks, its risk management structure conducts risk identification and assessments to prioritize the risks that are key to pursuing potential opportunities that may prevent value from being created or that may compromise existing value, with the possibility of impacting its results, capital, liquidity, customer relationships and/or reputation.
The Group's risk management strategies were developed to mitigate and/or reduce the financial market risks which it is exposed to, which are as follows:
•credit risk
•liquidity risk
•capital risk
•interest rate risk
•exchange rate risk
•commodity price risk in barter transactions
31
Notes to the interim condensed consolidated financial statements
(In thousands of Brazilian reais - R$, except if otherwise indicated)
(b)Credit risk
Credit risk is the risk of financial losses if a customer or a counterparty to a financial instrument fails to fulfill its contractual obligations, which arise mainly from the Group's trade receivables. The Group maintains short-term investments and derivatives with financial institutions approved by its management according to objective criteria for diversification of such risk.
The Group seeks to mitigate its credit risk related to trade receivables by setting forth credit limits for each counterparty based on the analysis of its credit management process. Such credit exposure determination is performed considering the qualitative and quantitative information of each counterparty. The Group also focuses on the diversification of its portfolio and monitors different solvency and liquidity indicators of its counterparties. In addition, primarily for receivables in installments, the Group monitors the balance of allowances for expected credit losses (see Note 5).
The main strategies on credit risks management are listed below:
•creating credit approval policies and procedures for new and existing customers.
•extending credit to qualified customers through a review of credit agency reports, financial statements and/or credit references, when available.
•reviewing existing customer accounts every twelve months based on the credit limit amounts.
•evaluating customer and regional risks.
•obtaining guarantees through the endorsement of rural producer notes ("CPR"), which give physical ownership of the relevant agricultural goods in the event of the customer's default.
•establishing credit approval for suppliers in case of payments in advance.
•setting up provisions using the lifetime expected credit loss method considering all possible default events over the expected life of a financial instrument, Receivables are categorized based on the number of overdue days and/or a customer's credit risk profile, Estimated losses on receivables are based on known troubled accounts and historical losses, Receivables are considered to be in default and are written off against the allowance for credit losses when it is probable that all remaining contractual payments due will not be collected in accordance with the terms of the agreement.
•requiring minimum acceptable counterparty credit ratings from financial counterparties.
•setting limits for counterparties or credit exposure; and
•developing relationships with investment-grade counterparties.
The current credit policy sets forth credit limits for customers based on credit score analysis made by the Group's credit management area. Such score is determined
32
Notes to the interim condensed consolidated financial statements
(In thousands of Brazilian reais - R$, except if otherwise indicated)
considering the qualitative and quantitative information related to each customer, resulting in a rating classification and a level of requirement of guarantees as follows:
% Of guarantees required on sales
Credit rating % Customers Risk classification Medium-sized farmers (i) Other
AA & A 23% Very small
80-90%
0%
B 49% Medium 100% 30%
C & D 16% High 100% 60%
Simplified 12% Small farmers N/A N/A
(i)Medium-sized farmers ranging between 100 and 10,000 hectares in planted acreage that are typically not serviced directly by agricultural input producers,
For Colombia there is a similar credit scoring process, however, guarantees are not required based on credit ratings but instead based on qualitative factors such as relationships and past experiences with customers.
Maximum exposure to credit risk as of March 31, 2024 and June 30, 2023:
March 31, 2024 June 30, 2023
Trade receivables (current and non-current) 5,538,797 2,708,539
Advances to suppliers 147,107 192,119
5,685,904 2,900,658
(c)Liquidity risk
The Group defines liquidity risk as the risk of financial losses if it is unable to comply with its payment obligations in connection with financial liabilities settled in cash or other financial assets in a timely manner as they become due. The Group's approach to managing this risk is to ensure that it has sufficient cash available to settle its obligations without incurring losses or affecting the operations. Management is ultimately responsible for managing liquidity risk, which relies on a liquidity risk management model to manage funding requirements and liquidity in the short, medium and long term.
The Group's cash position is monitored by its senior management, through management reports and periodic performance meetings. The Group also manages its liquidity risk by maintaining reserves, bank credit facilities and other borrowing facilities deemed appropriate, through ongoing monitoring of forecast and actual cash flows, as well as through the combination of maturity profiles of financial assets and liabilities.
33
Notes to the interim condensed consolidated financial statements
(In thousands of Brazilian reais - R$, except if otherwise indicated)
The following maturity analysis of the Group's financial liabilities and gross settled derivative financial instruments contracts (for which the cash flows are settled simultaneously) is based on expected undiscounted contractual cash flows from the year end date to the contractual maturity date:
March, 31 2024
Up to 1 year From 1 to 5 years Total
Trade payables 5,750,749 7,219 5,757,968
Lease liabilities 102,298 128,746 231,044
Borrowings 1,358,489 46,369 1,404,858
Obligations to FIAGRO quota holders 185,897 - 185,897
Agribusiness Receivables Certificates 1,169 427,310 428,479
Payables for the acquisition of subsidiaries 217,364 23,766 241,130
Commodity forward contracts 130,626 142 130,768
Derivative financial instruments 66,033 - 66,033
Salaries and social charges 177,918 - 177,918
Dividends payable 1,832 - 1,832
Warrant liabilities 25,956 - 25,956
Liability for FPA Shares 150,339 - 150,339
8,168,670 633,552 8,802,222
34
Notes to the interim condensed consolidated financial statements
(In thousands of Brazilian reais - R$, except if otherwise indicated)
June, 30 2023
Up to 1 year From 1 to 5 years Total
Trade payables 2,765,354 2,547 2,767,901
Lease liabilities 91,419 111,304 202,723
Borrowings 982,318 48,382 1,030,700
Obligations to FIAGRO quota holders 159,722 - 159,722
Payables for the acquisition of subsidiaries 224,689 55,242 279,931
Commodity forward contracts 210,040 - 210,040
Derivative financial instruments 44,639 - 44,639
Salaries and social charges 226,583 - 226,583
Dividends payable 1,642 - 1,642
Warrant liabilities 36,446 - 36,446
Liability for FPA Shares - 139,133 139,133
4,742,852 356,608 5,099,460
(d)Capital risk
The Group manages its capital risk through its leverage policy to ensure its ability to continue as a going concern and to maximize the return of its stakeholders by optimizing its balances of debt and equity.
The Group's strategy is to maintain the total Group net debt up to 2 times the projected adjusted EBITDA for twelve months to be ended on June 30, 2024.
(i)Interest rate risk
Fluctuations in interest rates, such as the Brazilian interbank deposit rate, which is an average of interbank overnight rates in Brazil, and Colombian investment rate, which is an average of interbank and financial corporation loans, may have an effect on the cost of the Group's borrowings and new borrowings.
The Group periodically monitors the effects of market changes in interest rates on its financial instruments portfolio. Funds raised by the Group are used to finance working capital for each crop season and are typically raised at short term conditions.
As of March 31, 2024 and June 30, 2023, the Group had no derivative financial instruments used to mitigate interest rate risks.
35
Notes to the interim condensed consolidated financial statements
(In thousands of Brazilian reais - R$, except if otherwise indicated)
(i)Sensitivity analysis - exposure to interest rates
To mitigate its exposure to interest rate risk, the Group uses different scenarios to evaluate the sensitivity of variations transactions impacted by the CDI Rate and IBR Rate. The Scenario 1 represents the impact on booked amounts considering the most current (April 2024) CDI Rate and IBR Rate and reflects management's best estimates. The Scenario 2 and Scenario 3 consider an increase of 25% and 50% in such market interest rates, before taxes, which represents a significant change in the probable scenario for sensitivity purposes.
The following table sets forth the potential impacts on the statements of profit or loss:
March, 31 2024
Expense on profit or loss
Current Index Scenario 1 Scenario 2 Scenario 3
Floating rate borrowings in Brazil CDI Rate (10,65%) 150,182 178,852 207,521
Floating rate borrowings in Colombia IBR Rate (12,24%) 18,994 22,700 26,406
Floating rate Agribusiness Receivables Certificates CDI Rate (10,65%) 57,353 68,102 78,852
226,529 269,654 312,779
(ii)Exchange rate risk
The Group is exposed to foreign exchange risk arising from its operations related to agricultural inputs, mainly related to the U.S. dollar, which significantly impacts global prices of agricultural inputs in general. Although all purchases and sales are conducted locally, certain purchase and sales contracts are indexed to the U.S. dollar.
The Group's current commercial department seeks to reduce this exposure. Its marketing department is responsible for managing pricing tables and commercial strategies to seek a natural hedge between purchases and sales and to match currency and terms to the greatest extent possible.
The Group's corporate treasury department is responsible for monitoring the forecasted cash flow exposure to the U.S. dollar, and whenever any mismatches as to terms and currencies are identified, non-deliverable forwards derivative financial instruments are purchased to offset these exposures, and therefore fulfill internal policy requirements. U.S. dollar exposure is managed by macro hedging through the analysis of the forecasted cash flow for the next two harvests. The Group may not have any leveraged derivative position.
The Group's exchange rate exposure monitoring committee meets periodically across the commercial, treasury and corporate business departments. There are also
36
Notes to the interim condensed consolidated financial statements
(In thousands of Brazilian reais - R$, except if otherwise indicated)
committees on purchase valuation and business intelligence for the main goods traded by the Group.
The Group does not adopt hedge accounting. Therefore, gains and losses from derivative operations are fully recognized in the statements of profit or loss, as disclosed in Note 27.
(i)Sensitivity analysis - exposure to exchange rates
To gauge its exposure to exchange rate risk, the Group uses different scenarios to evaluate its asset and liability positions in foreign currency and their potential effects on its results.
The Scenario 1 below represents the impact on carrying amounts of the most current (April 2024) market rates for the U.S. dollar (R$5.1115 to US$1.00). This analysis assumes that all other variables, particularly interest rates, remain constant. The Scenario 2 e Scenario 3 consider the appreciation of the Brazilian real against the US dollar at the rates of 25% and 50%, before taxes, which represents a significant change in the probable scenario for sensitivity purposes.
The following table set forth the potential impacts on the statements of profit or loss:
March 31, 2024
Effect on profit or loss
Current Index Scenario 1 Scenario 2 Scenario 3
Cash equivalents in U.S. Dollars 5,1155 269 3,156 6,043
Trade receivables in U.S. Dollars 5,1155 9,677 113,415 217,154
Trade payables in U.S. Dollars 5,1155 (13,514) (158,384) (303,254)
Borrowings in U.S. Dollars 5,1155 (11,318) (132,644) (253,970)
Net impacts on commercial operations (14,886) (174,457) (334,027)
Derivative financial instruments 5,1155 9,861 115,570 221,279
Total impact, net of derivatives (5,025) (58,887) (112,748)
(iii)Commodity prices risk in barter transactions
In all barter transactions mentioned in Note 10, the Group uses future commodity market price as the reference to value the quantities of commodities included in the forward contracts to be delivered by the customers as payment for the Group's products into currency. The Group uses prices quoted by commodity trading
37
Notes to the interim condensed consolidated financial statements
(In thousands of Brazilian reais - R$, except if otherwise indicated)
companies to value the grain purchase contracts from farmers, Lavoro enters into grain sale contracts with trading companies or forward derivatives with financial institutions to sell those same grains, at the same price of the purchased contracts with farmers. As such, the Group strategy to manage its exposure to those commodity prices by entering into the purchase and sale contracts at similar conditions.
These transactions are conducted by a corporate department which manages and controls such contracts as well as the compliance of Group's policies.
(i)Sensitivity analysis - exposure to commodity price
To gauge its exposure to commodity price risk, the Group uses different scenarios to evaluate its asset and liability positions on commodity forward contracts in soybean and corn and their potential effects on its results.
The "current risk" scenario below represents the impact on carrying amounts as of March 31, 2024, with assumptions described in Note 10. The other scenarios consider the appreciation of main assumptions at the rates of 25% and 50%, before taxes, which represents a significant change in the probable scenario for sensitivity purposes.
As of March 31, 2024:
Tons Position Current Risk Average of contract prices Current Market (R$/bag) +25% current +50% current
Position Market Impact Market Impact
Soybean 2024 282,462 Purchased (43,164) 126 (9) (11) (10,791) (14) (21,582)
Soybean 2024 (369,600) Sold (3,815) 110 1 1 (954) 1 (1,907)
Corn 2024 169,468 Purchased 3,366 46 1 1 841 2 1,683
Corn 2024 (96,668) Sold (12,346) 39 8 10 (3,087) 11 (6,173)
Soybean 2025 251,536 Purchased 88,518 103 21 26 22,130 32 44,259
Soybean 2025 (52,609) Sold (20,549) 101 23 29 (5,137) 35 (10,274)
Net exposure on grain contracts 184,589 Net purchased 12,010 3,002 6,006
Soybean 2024 (7,905) Sold on derivatives (175) 130 131 164 (44) 197 (87)
Corn 2024 (5,574) Sold on derivatives 9,394 63 61 77 2,349 92 4,697
Soybean 2025 (251,356) Sold on derivatives (5,554) 135 136 171 (1,389) 205 (2,777)
Net exposure on derivatives (264,835) 3,665 916 1,833
Net exposure (i) (80,246) 15,675 3,918 7,839
38
Notes to the interim condensed consolidated financial statements
(In thousands of Brazilian reais - R$, except if otherwise indicated)
(i) Exposure regarding the purchase contracts that will not be settled with the delivery of the grains and the Company remains with the sold contract obligation.
(iv)Derivative financial investments
The Group is exposed to market risks mainly related to fluctuations in exchange rates and commodity prices. The Group maintains operations with financial instruments of protection to mitigate exposure to these risks. The Group has been implementing and improving the internal controls to identify and measure the effects of transactions with trading companies and with financial institutions, so that such transactions are captured, recognized and disclosed in the consolidated financial statements. The Group does not carry out investments of a nature speculative in derivatives or any other risk assets. Trading derivatives are classified as current assets or liabilities.
March 31, 2024 June 30, 2023
Options (put/call of commodities) (132) (513)
Forwards (R$/US$) (i) 3,611 8,837
Swap (R$/US$) (11,867) (11,922)
Derivative financial instruments, net (8,388) (3,598)
(i) See Note 7 (d) that describes the exposure to commodity prices and volume.
8.Inventories
(a)Inventories composition
March 31, 2024 June 30, 2023
Goods for resale 1,985,211 1,885,941
(-) Allowance for inventory losses (27,014) (17,737)
Total 1,958,197 1,868,204
39
Notes to the interim condensed consolidated financial statements
(In thousands of Brazilian reais - R$, except if otherwise indicated)
(b)Allowance for inventory losses
March 31, 2024 March 31, 2023
Opening balance as of June (17,737) (10,186)
Increase in allowance (4,149) (5,168)
Allowance for inventory losses from acquisitions (4,321) -
Exchange rate translation adjustment (807) 662
Ending balance (27,014) (14,692)
9.Taxes recoverable
March 31, 2024 June 30, 2023
State VAT ("ICMS") (i) 80,963 78,805
Brazilian federal contributions (ii) 306,602 239,815
Colombian federal contributions 41,312 21,284
Total 428,877 339,904
Current 67,105 57,001
Non-current 361,772 282,903
(i)Refers to the Brazilian value-added tax on sales and services, The Group's ICMS relates mainly to the purchase of inputs and the Group has the benefit of a reduced ICMS tax rate.
(ii)Includes: a) credits arising from the Brazilian government's taxes charged for the social integration program (PIS) and the social security program (COFINS), and Brazilian corporate income tax and social contributions, These credits, which are recognized as current assets, will be used by the Group to offset other Federal taxes; b) withholding and overpaid taxes which can be used to settle overdue or future payable federal taxes; c) withholding income tax on cash equivalents which can be used to offset taxes owed at the end of the calendar year, in case of taxable profit, or are carried forward in case of tax loss; and
Income tax Benefits arising from ICMS deduction
During 2023/2024 the Group obtained the benefit of deducting the ICMS benefit explained in item (i) in the income tax calculation. This was applied for the current year tax calculation and for the prior years and generated an income tax credit recorded in the period ended March 31, 2024 in the amount of R$71,130 recorded under "Brazilian federal contributions".
In accordance with Article 30 of Law No, 12,973/2014, the amount of ICMS benefits must be allocated to the fiscal incentive reserve category when there is sufficient
40
Notes to the interim condensed consolidated financial statements
(In thousands of Brazilian reais - R$, except if otherwise indicated)
profit in each subsidiary. Additionally, under the same law, these tax benefits must be included in the calculation base for Corporate Income Tax (IRPJ) and Social Contribution on Net Profits (CSLL) when dividends are distributed or capital is refunded to the shareholders of the subsidiaries.
As of March 31, 2024, the amount of fiscal incentive reserve in the subsidiaries is R$367,720 and the balance of the fiscal benefit not yet allocated due to insufficient profits for this allocation stands at R$952,594. The Group has no intention to make our subsidiaries distribute the incentive amounts to the parent. In the event of dividend distribution taxation will apply, as per the provisions of tax laws.
10.Commodity forward contracts - Barter transactions
As of March 31, 2024, fair value of commodity forward contracts is as follows:
March 31, 2024 June 30, 2023
Fair value of commodity forward contracts:
Assets
Purchase contracts 108,202 53,695
Sale contracts 32,664 61,166
Current 136,866 114,861
Non-current 4,000 -
Liabilities
Purchase contracts (59,424) (206,881)
Sale contracts (69,374) (186)
Current (128,658) (207,067)
Non-current (140) -
The changes in fair value recognized in the statements of profit or loss are in note 27.
41
Notes to the interim condensed consolidated financial statements
(In thousands of Brazilian reais - R$, except if otherwise indicated)
The main assumptions used in the fair value calculation are as follows:
Outstanding Volume (tons) Average of contract prices R$/Bag Average Market Prices (Corn R$/bag (ii); Soybean US$/bu(i)) Soybean market premium (US$/bu) Freight (R$/ton)
Purchase Contracts
Soybean
As of June 30, 2023 449,847 127.95 13.16 (0.30) 293.65
As of March 31, 2024 533,998 114.91 11.94 0.45 461.05
Corn
As of June 30, 2023 303,432 65.25 56.04 N/A 282.23
As of March 31, 2024 169,468 46.38 61.43 N/A 229.73
Selling Contracts
Soybean
As of June 30, 2023 145,915 145.71 13.16 0.01 -
As of March 31, 2024 422,209 110.36 11.92 0.15 417.96
Corn
As of June 30, 2023 255,499 48.36 56.04 N/A 284.59
As of March 31, 2024 96,668 39.26 61.42 N/A 234.88
(i)Market price published by Chicago Board of Trade which is a futures and options exchange in United States.
(ii)Market price published by B3 - Brasil, Bolsa, Balcão which is a futures, options and stock exchange in Brazil.
42
Notes to the interim condensed consolidated financial statements
(In thousands of Brazilian reais - R$, except if otherwise indicated)
11.Right-of-use assets and lease liabilities
(a)Right-of-use assets
Vehicles Buildings Machinery and equipment Total
Cost 120,052 141,915 73,236 335,203
Accumulated depreciation (54,560) (77,732) (29,232) (161,524)
Balance at June 30, 2023 65,492 64,183 44,004 173,679
Cost 151,189 183,551 89,174 423,914
Accumulated depreciation (67,784) (111,684) (38,783) (218,251)
Balance at March 31, 2024 83,405 71,867 50,391 205,663
Right-of-use assets amortization expense for the nine-month period ended March 31, 2024 was R$64,699 (R$38,160 for the nine-month period ended March 31, 2023)
(b)Lease liabilities
March, 31 2024 June, 30 2023
Vehicles 87,674 68,420
Buildings 97,521 85,839
Machinery and equipment 32,514 30,160
Total 217,709 184,419
Current 96,394 85,865
Non-current 121,315 98,554
Total interest on lease liabilities for the nine-month period ended March 31, 2024 was R$14,750 (R$12,689 for the nine-month period ended March 31, 2023).
43
Notes to the interim condensed consolidated financial statements
(In thousands of Brazilian reais - R$, except if otherwise indicated)
12.Property, plant and equipment
(a)Property, plant and equipment balance is as follows:
Vehicles Lands, buildings and improvements Machines, equipment and facilities Furniture and fixtures Computer equipment Total
Cost 40,851 142,561 75,134 15,610 10,015 284,171
Accumulated depreciation (31,349) (14,698) (26,817) (7,198) (7,521) (87,583)
Balance at June 30, 2023 9,502 127,863 48,317 8,412 2,494 196,588
Cost 42,613 167,659 89,652 17,810 11,404 329,138
Accumulated depreciation (34,155) (21,805) (29,566) (8,516) (9,332) (103,374)
Balance at March 31, 2024 8,458 145,854 60,086 9,294 2,072 225,764
Depreciation expense of property, plant and equipment for the nine-month period ended March 31, 2024 was R$14,985 (R$12,512 for the nine-month period ended March 31, 2023).
There were no indications of impairment of property and equipment as of and for the nine-month period ended March 31, 2024.
44
Notes to the interim condensed consolidated financial statements
(In thousands of Brazilian reais - R$, except if otherwise indicated)
13.Intangible assets
(a)Intangible assets balance is as follows:
Goodwill Customer relationship Purchase contracts and brands Software and other Total
Cost:
At June 30, 2022 451,974 301,477 21,846 56,373 831,670
Additions - - - 5,025 5,025
Business combinations (i) 98,890 50,600 1,207 - 150,698
Other (ii) (3,201) - - - (3,201)
Translation adjustment (998) (666) (48) (10) (1,722)
At June 30, 2023 546,665 351,412 23,005 61,388 982,470
Additions - - - 24,039 24,039
Business combinations (i) 115,658 59,212 - 35 174,905
Other (iii) 34,388 (10,987) - - 23,401
Translation adjustment 2,543 556 813 - 3,912
At March 31, 2024 699,254 400,193 23,818 85,462 1,208,727
Amortization:
At June 30, 2022 - 89,502 6,929 10,918 107,349
Amortization for the period - 50,263 8,983 8,682 67,928
At June 30, 2023 - 139,765 15,912 19,600 175,277
Amortization for the period - 38,089 2,642 12,287 53,018
At March 31, 2024 - 177,854 18,554 31,887 228,295
At June 30, 2023 546,665 211,646 7,093 41,788 807,192
At March 31, 2024 699,254 222,339 5,264 53,575 980,432
(i) Balances arising from business combinations (Note 18).
45
Notes to the interim condensed consolidated financial statements
(In thousands of Brazilian reais - R$, except if otherwise indicated)
(ii) Balance arising from the adjustment in the purchase price from acquisition of Agrozap, which occurred in the year ended June 30, 2022, The consideration for the acquisition was subject to post-closing price adjustment, based on the working capital variations of the purchased company.
(iii) Balance arising from the adjustment in the purchase price from acquisition of Casa Trevo Participações and Sollo Sul, which occurred in the year ended June 30, 2023. The consideration for the acquisition was subject to post-closing price adjustment, based on the working capital variations of the purchased company. As a result, the values related to customer relationships were modified due to changes in projections.
Impairment of intangible assets
For the nine-month period ended March 31, 2024, there were no indications that the Group's intangible assets might be impaired.
46
Notes to the interim condensed consolidated financial statements
(In thousands of Brazilian reais - R$, except if otherwise indicated)
14.Trade payables
(a)Trade payables
March 31, 2024 June 30, 2023
Trade payables - Brazil 5,224,243 2,268,420
Trade payables - Colombia 337,814 309,828
Total 5,562,057 2,578,248
Current 5,554,838 2,575,701
Non-current 7,219 2,547
The average effective interest rate used to discount trade payables for the three and nine -month period ended March 31, 2024 was 1.58% per month (1.58% as of June 30, 2023).
(b)Guarantees

The Group acquires guarantees with financial institutions in connection with installment purchases of agricultural inputs from certain suppliers. These guarantees are represented by short-term bank guarantees and endorsement to the supplier of CPRs obtained from customers in the sale process. The amount of these guarantees as of March 31, 2024, was R$1,037,393 (R$920,870 as of June 30, 2023).
(c)Trades payable - Supplier finance
During the year ended June 30, 2023, the Group signed agreements with financial institutions to negotiate with suppliers to extend the payment terms and discounting of trade receivable from its suppliers, with interest rates ranging from 1 and 1.5 per month. When trade payable is included in this transaction, such amount is transferred from "Trade Payables" to "Trades payable - Supplier finance". The Group did not sign supplier finance agreements for the period ended March 31, 2024.
During the nine-month period ended on March 31, 2024 the Group fully settled the supplier finance operation.
47
Notes to the interim condensed consolidated financial statements
(In thousands of Brazilian reais - R$, except if otherwise indicated)
15.Borrowings
March 31, 2024 June 30, 2023
Borrowing in Colombia 121,083 71,562
Borrowings in Brazil 1,202,693 893,913
Total borrowings 1,323,776 965,475
The Group's borrowings are contracted for the purpose of strengthening the working capital and have repayment terms scheduled in conjunction with the operating cycles of each harvest.
(a)Debt composition
Average interest rate March 31,2024 (i) March 31, 2024 Average interest rate June 30, 2023 (i) June 30, 2023
Debt contracts in Brazil in:
R$, indexed to CDI (ii) 14.51 % 687,823 16.62 % 725,563
R$, with fixed interest 14.33 % 104,391 8.76 % 8,590
U.S. Dollars, with fixed interest 7.26 % 410,479 4.03 % 159,760
Debt contracts in Colombia in:
COP, indexed to IBR (iii) 12.72 % 121,083 15.43 % 69,862
COP, with fixed interest 15.72 % 1,700
Total 1,323,776 965,475
Current 1,280,083 922,636
Non-current 43,693 42,839
(i)In order to determine the average interest rate for debt contracts with floating rates, the Group used the rates prevailing during the years.
(ii)Brazilian reais denominated debt that bears interest at the CDI Rate (see Note 7 for a definition of those indexes), plus spread.
(iii)Colombian peso-denominated debt that bears interest at the IBR rate (see Note 7 for a definition of those indexes), plus spread.
48
Notes to the interim condensed consolidated financial statements
(In thousands of Brazilian reais - R$, except if otherwise indicated)
(b)Movement in borrowings
At June 30, 2022 710,552
Proceeds from borrowings 1,142,492
Repayment of principal amount (624,453)
Accrued interest 227,016
Exchange rate translation 25,756
Interest payment (76,160)
At March 31, 2023 1,405,203
At June 30, 2023 965,475
Proceeds from borrowings 1,900,726
Repayment of principal amount (1,618,396)
Accrued interest 175,599
Borrowings from acquired companies 61,793
Foreign exchange differences 2,915
Exchange rate translation 1,630
Interest payment (165,966)
At March 31, 2024 1,323,776
(c)Schedule of maturity of non-current portion of borrowings
The installments are distributed by maturity year:
March 31, 2024 June 30, 2023
2024 726
2025 8,185 15,452
2026 3,495 1,376
2027 22,854 25,285
2028 9,159
Total 43,693 42,839
49
Notes to the interim condensed consolidated financial statements
(In thousands of Brazilian reais - R$, except if otherwise indicated)
(d)Covenants
The Group has no financial covenants related to borrowings as of March 31, 2024.

16.Agribusiness Receivables Certificates

(a)Composition

Maturity Average interest rate 2023 (i) March 31, 2024
Serie I December 22, 2027 CDI + 3,00% 69,189
Serie II December 22, 2027 14.20 % 351,912
Transaction cost (17,352)
Total 403,749
Current 1,101
Non-current 402,648

(b) Movement in Agribusiness Receivables Certificates

At June 30, 2023 -
Proceeds from borrowings 420,000
Transaction cost (17,741)
Transaction cost amortization 389
Accrued interest 15,608
Interest payment (14,507)
At March 31, 2024 403,749

(c) Covenants

This debt includes covenants related to level of indebtedness of the subsidiary Lavoro Agro Holding S.A (This entity encompasses our Brazil Cluster operations) requiring it to maintain a net debt to EBITDA ratio of not more than 2.5 x to be calculated as of June 30 of each year.

17.Payables for the acquisition of subsidiaries
The purchase agreements for acquisition of subsidiaries include payments to the seller in the event of successful collection, after the acquisition date of outstanding receivables and certain tax credits subject to administrative proceedings.
50
Notes to the interim condensed consolidated financial statements
(In thousands of Brazilian reais - R$, except if otherwise indicated)

Consideration paid during the period ended March 31, 2024, net of cash acquired, was R$207,045 which includes installment payments for acquisitions completed in previous years in the amount of R$143,419 (R$162,317 on June 30, 2023, which includes payments for acquisitions made in previous years in the amount of R$106,764). All these payments are included in the "Acquisition of subsidiary, net of cash acquired" in the cash flows.
51
Notes to the interim condensed consolidated financial statements
(In thousands of Brazilian reais - R$, except if otherwise indicated)
18.Acquisition of subsidiaries
(a)Acquisition in the nine-month period ended March 31, 2024.
The fair value of the identifiable assets and liabilities, consideration transferred and goodwill as of the date of each acquisition was:
Fair value as of the acquisition date
Referência Agroinsumos (c) CORAM (d)
Assets
Cash equivalents 8,135 15,352
Trade receivables 31,464 61,791
Inventories 43,680 47,481
Other assets 11,473 12,779
Property, plant and equipment 1,556 1,804
Intangible assets 30,494 15,003
126,802 154,210
Liabilities
Trade payables 56,137 79,298
Borrowings 32,429 29,364
Advances from customers 40,757 1,263
Other liabilities 4,168 10,259
133,491 120,184
Total identifiable net assets at fair value (6,689) 34,026
Non-controlling interests 2,007 -
Goodwill arising on acquisition 106,794 15,847
Consideration transferred 102,112 49,873
Cash paid 67,112 20,000
Payable in installments 35,000 29,873

52
Notes to the interim condensed consolidated financial statements
(In thousands of Brazilian reais - R$, except if otherwise indicated)
(b)Fair value of assets acquired.
The Group estimated the fair value of significant assets acquired using the following valuation methods:
Item March 31, 2024 Nature Valuation method
Customer relationship 45,462 A loyal relationship between the acquirees and its customers, which translates into recurring purchases of products and services Multi Period Excess Earnings Method (MPEEM)
Total 45,462
There were no differences between accounting basis and tax basis on fair value adjustments, and therefore no deferred taxes were recorded.

(c) Acquisition of Referência Agroinsumos
On February 28, 2023, the Group signed an agreement for the acquisition of Referência Agroinsumos Ltda, ("Referência Agroinsumos"), establishing the terms and other conditions for its acquisition.
The acquisition was completed on July 31, 2023. The Group currently indirectly owns 65.52% Referência Agroinsumos through Distribuidora Pitangueiras de Produtos Agropecuários S.A. which directly owns a 70% interest at Referência Agroinsumos.
(d) Acquisition of CORAM
On July 24, 2023, the Group signed an agreement for the acquisition of CORAM - Comércio e Representações Agrícolas Ltda., ("CORAM"), establishing the terms and other conditions for its acquisition.
The acquisition was completed on November 30, 2023. The Group currently indirectly owns 72.17% CORAM through Qualiciclo Agrícola S.A. which directly owns a 100% interest at CORAM.
53
Notes to the interim condensed consolidated financial statements
(In thousands of Brazilian reais - R$, except if otherwise indicated)

(e) Pro forma information (unaudited)
The following tables discloses the Group's revenues and profit or loss for the period assuming all acquisitions completed during the period were completed at the beginning of such year:
March 31, 2024 March 31, 2023
Revenues 383,112 8,356,011
Profit (loss) for the period (10,084) (103,300)
(f) Revenues and results from new subsidiaries
The revenues and profit or loss of the acquisitions from the acquisition date through the end of the fiscal year in which the acquisition was completed and included in the consolidated statement of profit or loss are as follows:
Acquisitions in the period ended March 31, 2024:
Revenues Profit (loss) Period from
Referência Agroinsumos 256,567 28,078 July, 2023
CORAM 56,443 1,560 November, 2023
Total 313,010 29,638
Acquisitions in the period ended March 31, 2023:
Revenues Profit (loss) Period from
Provecampo 23,913 2,869 August, 2022
Floema 185,777 14,564 August, 2022
Casa Trevo 110,705 (546) September, 2022
Sollo Sul 108,738 (11,693) December, 2022
Dissul 6,307 60 December, 2022
Total 435,440 5,254

(g) Signed agreement for future acquisitions

54
Notes to the interim condensed consolidated financial statements
(In thousands of Brazilian reais - R$, except if otherwise indicated)
The Group signed an agreement on August 25, 2022, for the acquisition of an 82% interest in NS Agro S.A. ("NS Agro"), establishing the terms and other conditions for its acquisition. The precedent conditions for this transaction were not completed by August 31, 2023 and the parties subsequently canceled the agreement. As a result, the consideration which was transferred in advance for this acquisition amounting to R$14,924 was not recovered and was therefore transferred to other operating income during the nine-month period ended on March 31, 2024.
19. Accounting considerations related to the SPAC Transaction

On February 28, 2023, Lavoro and TPB Acquisition Corp, consummated a capital reorganization transaction (as described in note 1.b to the Group's annual consolidated financial statements as of June 30, 2023). Warrants and forward purchase agreements were assumed in the SPAC Transaction (See Note 22 to the Group's annual consolidated financial statements as of June 30, 2023).
Warrants

TPB Acquisition Corp, issued 10,083,606 public and private warrants to certain of its shareholders and its maturity is February 28, 2028. Such public and private warrants were assumed by Lavoro as a result of the SPAC Transaction. The outstanding warrants as of March 31, 2024, is 10,083,592 and aggregate fair value of the private and public warrants is 25,956, and the warrants are reported in the consolidated statement of financial position as warrant liabilities under non-current liabilities. For the nine-month period ended March 31, 2024, the Group recognized a gain of R$10,491 related to changes to the fair value of public warrants and private warrants. The fair value of the warrants was calculated based on the listed market price of such warrants.
Forward share purchase agreements

TPB Acquisition Corp, entered into certain Forward Share Purchase Agreements with certain shareholders of TPB Acquisition Corp., in which TPB Acquisition Corp. agreed to purchase, in the aggregate, up to 2,830,750 of TPB Acquisition Corp,'s Class A Ordinary Shares held by those equity holders, either after 24 months after closing of the SPAC Transaction or after meeting certain criteria as defined in the Forward Share Purchase Agreements. Such Forward Share Purchase Agreements were assumed by Lavoro, whereby Lavoro agreed to purchase the same number of Lavoro's ordinary shares under the same conditions as defined in those Forward Share Purchase Agreements. Lavoro placed a designated balance of funds into an escrow account at the closing of the SPAC Transaction for the purpose acquiring such shares.

Lavoro's Ordinary Shares subject to the Forward Share Purchase Agreement are considered financial liabilities and are recorded in the consolidated statement of financial position as Liability for FPA Shares in non-current liabilities at the amounts deposited in the escrow account. The designated balance of funds in the escrow account is reported in the consolidated statement of financial position as restricted
55
Notes to the interim condensed consolidated financial statements
(In thousands of Brazilian reais - R$, except if otherwise indicated)
cash. The amount of Liability for FPA Shares and the restricted cash was R$150,339 as of March 31, 2024.
20. Income taxes
(a)Reconciliation of income taxes expense
March 31, 2024 March 31, 2023
Profit (loss) before income taxes (483,019) (192,265)
Statutory rate (i) 34% 34%
Income taxes at statutory rate 164,226 66,324
Unrecognized deferred tax asset (ii) (123,876) (162,506)
Difference from income taxes calculation based on taxable profit computed as a percentage of gross revenue (45) 11,023
Deferred income taxes over goodwill tax recoverable (5,139) (5,044)
Tax benefit (iii) 71,130 163,963
Other (6,034) (3,543)
Income tax expense 100,262 70,217
Income tax and social contribution effective rate -20.76% 35.84%
Current income taxes 23,642 (17,921)
Deferred income taxes 76,620 88,138
(i)The effective tax rate reconciliation considers the statutory income taxes rates in Brazil, due to the significance of the Brazilian operation when compared to Colombia, The difference to reconcile the effective rate to the Colombian statutory rate (35%) is included in others.
(ii)For March 31, 2023, the Group did not recognize deferred tax assets from certain subsidiaries that is unlikely that will generate future taxable income in the foreseeable future. In addition to that, in the third quarter of 2024, the Group ceased to recognize deferred taxes assets for all subsidiaries based on the recoverability analysis performed. The amount of unrecognized credits of R$ 310,784 for March 31, 2024 (R$160,600 for March 31, 2023).
(iii)This amount reflects the tax benefit from the deduction of the ICMS tax benefits in the calculation of the income tax (See Note 9).
56
Notes to the interim condensed consolidated financial statements
(In thousands of Brazilian reais - R$, except if otherwise indicated)
(b)Deferred income taxes balances
March 31, 2024 June 30, 2023
Deferred assets and liabilities:
Amortization of fair value adjustment 62,926 66,065
Tax losses 222,847 123,072
Allowance for expected credit losses 68,177 49,026
Adjustment to present value 7,476 14,222
Provision for management bonuses 12,654 22,182
Allowance for inventory losses 5,693 3,841
Financial effect on derivatives 2,182 (1,468)
Fair value of commodity forward contracts (6,301) 31,343
Unrealized exchange gains or losses (1,808) (7,618)
Unrealized profit in Inventories 22,163 (11,121)
Amortized right-of-use assets 5,142 6,273
Deferred tax on goodwill (11,366) (2,067)
Other provisions 3,635 22,981
Deferred income tax assets, net 410,991 329,082
Deferred income tax liabilities, net (17,571) (12,351)
Deferred income tax assets, net 393,420 316,731
Deferred income tax and social contribution
At June 30, 2022 193,495
Recognized in the statement of profit or loss 128,362
Deferred tax from acquired companies (5,126)
At June 30, 2023 316,731
Recognized in the statement of profit or loss 76,689
At March 31, 2024 393,420
57
Notes to the interim condensed consolidated financial statements
(In thousands of Brazilian reais - R$, except if otherwise indicated)
The aging analysis of net deferred income tax is as follow:
March 31, 2024 June 30, 2023
Up to 1 year 170,573 185,123
Over 1 year 222,847 131,608
Total 393,420 316,731

21. Provisions for contingencies
Probable losses

The balance of probable losses from civil, tax, labor and environmental contingencies recognized by the Group is as follow:
March 31, 2024 June 30, 2023
Civil 1,989 -
Tax 2,629 9
Labor 9,305 8,801
Environmental 117 35
Total 14,040 8,845
Possible losses
The Group is a party to various proceedings involving tax, environmental, labor and other matters that were assessed by management, under advice of legal counsel, as possibly leading to losses. Possible losses from contingencies amounted to R$144,900 and R$77,724 as of March 31, 2024 and June 30, 2023, respectively.
22. Advances from customers

Advances from customers arise from the "Cash sale" modality, in which rural producers advance payments to the Group at the beginning of a harvest, before the billing of agricultural inputs. These advances are settled in the short term.
58
Notes to the interim condensed consolidated financial statements
(In thousands of Brazilian reais - R$, except if otherwise indicated)
(a)Movement in the period
March 31, 2024 June 30, 2023
Opening balance 488,578 320,560
Revenue recognized that was included in the contract liability balance at the beginning of the period (656,759) (320,560)
Increase in advances 525,922 427,463
Advances from acquired companies 42,020 61,115
Ending balance 399,761 488,578
23. Related parties
Related parties of the Group that have receivable, payable or other balances are either (i) Non-controlling shareholders, (ii) Patria Investments Limited, which manages the funds that control the Group, or (iii) Key management personnel.
(a)Breakdown of assets and liabilities:
March 31, 2024 June 30, 2023
Assets
Trade receivables (i) 25,959 24,487
Total assets 25,959 24,487
Liabilities
Trade payables (i) 4,993 1,675
Advances from customers (i) 6,859 -
Payables for the acquisition of subsidiaries (ii) 83,085 100,287
Total liabilities 94,937 101,962
(i)Refer to commercial transactions in the ordinary course of business with non-controlling shareholders of subsidiaries, Such transactions are carried at the same commercial terms as non-related parties customers.
(ii)Payments in installments to the non-controlling shareholders related to certain business combinations as described in Note 18.
59
Notes to the interim condensed consolidated financial statements
(In thousands of Brazilian reais - R$, except if otherwise indicated)
(b)Statement of profit or loss
March 31, 2024 March 31, 2023
Revenue from sales of products (i) 27,902 28,699
Monitoring expenses (ii) (15,079) (16,699)
Interest on payables for the acquisition of subsidiaries (3,833) (2,938)
Other expenses (2,471) (205)
Total 6,519 8,857
(i)Refer to commercial transactions in the ordinary course of business with non-controlling shareholders of subsidiaries. Such transactions are carried at the same commercial terms as non-related party customers.
(ii)Expenses paid to the Parent in relation to management support services rendered by the investee Gestão e Transformação S.A. in connection with acquisition transactions.
(c)Key management personnel compensation
March 31, 2024 March 31, 2023
Wages 13,524 10,433
Direct and indirect benefits 978 435
Variable compensation (bonuses) 16,737 23,677
Short-term benefits 31,239 34,545
Share-based payment benefits 13,454 6,927
Total 44,693 41,472
Key management personnel compensation includes payments to Group board of directors and the executive officers.
24. Equity

The fully subscribed an paid-in share capital as of March 31, 2024 is R$591, represented by 116,608,329 ordinary shares.
Ordinary Shares

Lavoro ordinary shares have a par value of US$0.001 and are entitled to one vote per share, excepted the 3,006,049 Founder Shares, that were detailed in Note 22 to the Group's annual consolidated financial statements as of June 30, 2023.
60
Notes to the interim condensed consolidated financial statements
(In thousands of Brazilian reais - R$, except if otherwise indicated)
Other capital reserves
Other capital reserves is comprised of a reserve set-up by the Group share-based payment (an equity-settled share-based compensation plan).
Share based payment
Share Options
On August 17, 2022, the Group approved the Lavoro Agro Holding S.A. Long-Term Incentive Policy (the "Lavoro Share Plan"). Under the Lavoro Share Plan, individuals selected by the Lavoro board of directors ("Selected Employees") are eligible to receive incentive compensation consisting of cash, assets or share options issued by Lavoro Agro Limited, in an amount linked to the appreciation in the Lavoro Agro Limited share price at the time of the liquidity event, upon the satisfaction of certain conditions, as described below.
As of March 31, 2024, Lavoro has granted 42,102,065 share options as incentive compensation to Selected Employees, Share options granted under the Lavoro Share Plan will vest in the event the following market conditions are met (the "Market Conditions"):
(i)the occurrence of a liquidity event satisfying a minimum internal rate of return specified in the Lavoro Share Plan; and
(ii)the price per share obtained under such liquidity event must be greater than or equal to one of the following amounts:
(a)a pre-established reference price multiplied by three; or
(b)an amount calculated in accordance with a pre-established formula, in each case specified under the Lavoro Share Plan.
Moreover, upon the satisfaction of the Market Conditions, such share options will vest according to the following schedule (the "Service Conditions"):
(i)one-third of the options vest on the third anniversary of the grant date;
(ii)one-third of the options vest on the fourth anniversary of the grant date; and
(iii)one-third of the options vest on the fifth anniversary of the grant date.
The Lavoro Share Plan has a term of five years: if the Market Conditions have not been satisfied within this year, all options granted under the Lavoro Share Plan will be extinguished, with no further payment or incentive obligation remaining due by Lavoro. The consummation of the SPAC Transaction (See Note 1 to the Group's annual consolidated financial statements as of June 30, 2023)) did not satisfy the Market Conditions.
As of February 28, 2023, the shareholders of Lavoro approved the Lavoro Share Plan. As a result, Lavoro reserved for issuance the number of ordinary shares equal to the number of Lavoro Share Plan Shares under the Lavoro Share Plan, as adjusted in accordance with the Business Combination Agreement, in an amount of 1,663,405 ordinary shares.
61
Notes to the interim condensed consolidated financial statements
(In thousands of Brazilian reais - R$, except if otherwise indicated)
The exercise price of the share-based payment is equal to the options price agreed with the employee in the contracts, representing the amount of R$1 monetarily adjusted until the date on which the liquidity event occurs.
The fair value of share options granted is estimated at the date of grant considering the terms and conditions using the Black-Scholes model, taking into account the terms and conditions on which the share options were granted. The model also takes into account historical and expected dividends, and the share price volatility of Lavoro.
The expense recognized for employee services received during the period and the number of options granted is shown in the following tables:
Other capital
reserves
At June 30, 2022 -
Share-based payments expense during the year 14,533
At June 30, 2023 14,533
Share-based payments expense during the period 910
Share-based payments reversal during the period (1,356)
At March 31, 2024 14,087
Options granted
At June 30, 2022 -
Granted options 49,518,732
Canceled (3,800,000)
At June 30, 2023 45,718,732
Canceled (3,566,672)
At March 31, 2024 42,152,060
The weighted average fair value of the options granted was R$0.44 per option. The significant data included in the model were: weighted average share price of R$2.88 on the grant date, exercise price presented above, volatility of 33.88%, no dividend
62
Notes to the interim condensed consolidated financial statements
(In thousands of Brazilian reais - R$, except if otherwise indicated)
yield, an expected option life of 3.37 years and a risk-free annual interest rate of 12.45%.
Lavoro Limited Restricted StockUnit Plan ("RSU Plan")

On May 26, 2023 the Board of Directors approved a long-term incentive plan (the "Restricted Stock Unit Plan" or the "RSU Plan") in which beneficiaries will be granted equity awards pursuant to the terms and conditions of the RSU Plan and any applicable award agreement. Each RSU, once all the conditions under the plan are met, shall entitle the participant to receive one share issued by Lavoro Limited at no cost.
The total number of shares that may be delivered to the participants within the scope of the plan shall not exceed five percent of shares representing the Group's total share capital.

On August 16, 2023 and September 28, 2023, (the grant date) the board of directors of Lavoro (the "Board") approved the RSU Plan, which provides for the grant of restricted stock units to participants identified by the Board.
The RSUs will vest according to the following schedule, except if otherwise established by the Board of Directors:
(i) one-third of the options vest on the third anniversary of the vesting date;
(ii) one-third of the options vest on the fourth anniversary of the vesting date; and
(iii) one-third of the options vest on the fifth anniversary of the vesting date.

In the event of termination/dismissal of the participant, all unvested RSUs shall be automatically extinguished with not compensation rights. participant, all RSUs whose vesting period has not elapsed on the date of such termination/dismissal shall be automatically extinguished without being entitled any right to compensation.

The fair value of shares granted was measured at the market price of Lavoro's share at the grant date.

As of March 31, 2024, the number of RSU granted is shown in the following tables:
RSUs granted
At June 30, 2023 -
Granted options 1,597,076
Canceled (57,274)
At March 31, 2024 1,539,802

63
Notes to the interim condensed consolidated financial statements
(In thousands of Brazilian reais - R$, except if otherwise indicated)
The weighted average fair value of the shares granted was R$27.14 per share.

The expense for employee services received during the period was R$13,900.
Earnings per share
Earnings (loss) per share is calculated by dividing the profit (loss) for the period attributable to equity holders of the parent by the weighted average number of common shares available during the fiscal year. Diluted earnings (loss) per share is calculated by adjusting the weighted average number of common shares, presuming the conversion of all the potential diluted common shares.
The number of ordinary shares issued by Lavoro, as a result of the corporate reorganization is reflected retroactively, for purposes of calculating earnings per share in the period ended March 31, 2023.
The table below show data used in calculating basic and diluted earnings (loss) per share attributable to the equity holders of the parent:
Three-month period ended March 31, Nine-month period ended March 31,
2024 2023 2024 2023
Weighted average ordinary shares of Lavoro 113,602 113,602 113,602 113,602
Effects of dilution from:
Share-based payment (i) 2,109 1,606 2,150 1,606
Restricted stock unit plan (ii) 1,540 - 1,376 -
Number of ordinary shares adjusted for the effect of dilution 117,251 115,208 117,128 115,208
Loss for the period attributable to net investment of the parent/equity holders of the parent (292,886) (387,547) (374,434) (178,237)
Basic loss per share (2.58) (3.41) (3.30) (1.57)
Diluted loss per share (2.58) (3.41) (3.30) (1.57)
(i)Based on the numbers of shares reserved by Lavoro Limited to the Lavoro Share Plan, as explained above
(ii)Based on the numbers of shares reserved by Lavoro Limited to the Lavoro RSU Plan, as explained above.
The Group reported a loss for the three and nine -month period ended March 31, 2024, accordingly the ordinary shares related to the share-based payment and RSU Plan have a non-dilutive effect and therefore were not considered in the total number of shares outstanding to determine the diluted earnings (loss) per share.
64
Notes to the interim condensed consolidated financial statements
(In thousands of Brazilian reais - R$, except if otherwise indicated)
All public and private warrants are out of the money as of March 31, 2024; therefore, the approximately 6,012,085 and 4,071,507 public and private warrants, respectively, were not included in the calculation of the diluted earnings (loss) per share. Similarly, the 3,060,662 Founder Shares, that were detailed in Note 22 to the Group's annual consolidated financial statements as of June 30, 2023, were not considered in the calculation of the diluted earnings (loss) per share due to the Group's market share price.
25. Revenue from contracts with customers
Below is revenue from contracts with customers disaggregated by product line and geographic location:
Three-month period ended March 31, Nine-month period ended March 31,
2024 2023 2024 2023
Inputs Retails sales
Brazil 1,730,024 1,847,866 5,884,776 6,263,798
Colombia 214,304 239,633 721,832 840,149
Private Label products
Crop Care 135,860 147,245 582,212 474,848
Grains (i)
Brazil 429,821 280,471 660,072 393,495
Colombia 3,240 1,213 38,184 32,894
Services
Colombia 32,575 9,727 90,606 27,146
Total Revenues 2,545,824 2,526,155 7,977,682 8,032,330
Summarized by region
Brazil 2,295,704 2,275,582 7,127,060 7,132,141
Colombia 250,120 250,573 850,622 900,189
(i)As explained in Note 7 (iii), the Group receives grains from certain customers in exchange to the product sold. The fair value of such non-cash consideration received from the customer is included in the transaction price and measured when the Group obtains control of the grains. The Group estimates the fair value of the non-cash consideration by reference to its market price.
65
Notes to the interim condensed consolidated financial statements
(In thousands of Brazilian reais - R$, except if otherwise indicated)
26. Costs and expenses by nature
The breakdown of costs and expenses by nature is as follows:
Three-month period ended March 31, Nine-month period ended March 31,
2024 2023 2024 2023
Cost of inventory (i) 2,215,725 2,114,075 6,762,623 6,459,093
Personnel expenses 168,185 178,519 442,718 477,004
Maintenance of the units 10,109 11,026 32,614 26,482
Consulting, legal and other services 26,365 34,226 86,699 84,460
Freight on sales 29,020 16,705 103,596 44,271
Commissions 17,436 15,840 70,871 43,771
Storage 4,202 2,387 14,981 5,404
Travel 7,885 7,725 25,278 24,543
Depreciation 5,276 4,272 14,985 12,512
Amortization of intangibles 17,707 17,244 53,018 52,921
Amortization of right-of-use assets 25,421 13,990 64,669 38,160
Taxes and fees (3,202) 7,372 18,486 21,998
Short term rentals (1,258) 9,878 7,468 24,187
Business events (290) 1,889 5,597 6,819
Marketing and advertising 3,773 4,332 12,938 11,470
Insurance (1,148) 1,309 5,615 5,683
Utilities 3,373 3,683 10,122 14,892
Allowance for expected credit losses 42,520 22,028 118,732 39,866
Losses and damage of inventories (854) 4,958 4,149 11,061
Fuels and lubricants 8,572 8,003 24,325 21,860
Other administrative expenditures 18,347 (22,803) 46,029 19,374
Total 2,597,164 2,456,658 7,925,513 7,445,831
Classified as:
Cost of goods sold 2,247,938 2,152,758 6,875,929 6,533,610
Sales, general and administrative expenses 349,226 303,900 1,049,584 912,221
(i)Includes fair value on inventory sold from acquired companies, in the nine-month of R$729 and R$23,808 respectively for the periods ended March 31, 2024 and 2023.
66
Notes to the interim condensed consolidated financial statements
(In thousands of Brazilian reais - R$, except if otherwise indicated)
27. Finance income (costs)
Three-month period ended March 31, Nine-month period ended March 31,
2024 2023 2024 2023
Finance income
Interest from cash equivalents 5,903 1,562 17,351 6,193
Interest arising from revenue contracts 114,337 90,231 275,607 229,681
Interest from tax benefit (see note 20) - 1,047 17,735 11,437
Other 4,270 4,063 11,115 9,475
Total 124,510 96,903 321,808 256,786
Finance costs
Interest on borrowings (49,208) (77,040) (175,599) (204,845)
Interest on Agribusiness Receivables Certificates (15,608) - (15,608) -
Interest on acquisitions of subsidiary (3,518) (352) (11,190) (3,258)
Interest on FIAGRO (2,107) 2,763 (18,064) (22,171)
Interest on leases (6,055) (4,362) (14,750) (12,689)
Interest on trade payables (194,349) (156,755) (517,806) (435,931)
Other (46,410) (23,848) (78,305) (46,185)
Total (317,255) (259,594) (831,322) (725,079)
Other Finance Income (Cost)
Loss on fair value of commodity forward contracts (49,345) (7,712) (69,126) (12,686)
Gain on changes in fair value of derivative instruments 14,570 7,513 7,623 -
Foreign exchange differences on cash equivalents 383 (10,620) 8,629 (10,620)
Foreign exchange differences on trade receivables and trade payables, net (16,179) 4,398 (5,011) (3,307)
Foreign exchange differences on borrowings (13,543) 8,862 (2,941) 8,862
Gain on changes in fair value of warrants 10,658 7,744 10,491 7,744
Total (53,456) 10,185 (50,335) (10,007)
Finance costs, net (246,201) (152,506) (559,849) (478,300)
67
Notes to the interim condensed consolidated financial statements
(In thousands of Brazilian reais - R$, except if otherwise indicated)
28. Other operating (income) expenses, net

Three-month period ended March 31, Nine-month period ended March 31,
2024 2023 2024 2023
Listing expenses - (319,554) - (319,554)
Sales of fixed assets - (303) 3,163 1,289
Other operating income 1,993 (12,377) 20,742 17,740
Total 1,993 (332,234) 23,905 (300,525)

29. Non-cash transactions

The Group engages in non-cash transactions which are not reflected in the statement of cash flows.

Additionally, the Group reported non-cash additions to right-of-use assets and lease liabilities of R$94,187 in the nine-month period ended March 31, 2024 (R$65,213 in the nine-period ended March 31, 2023).
30. Subsequent events
•New financing transactions

Following March 31, 2024, and up to the date of this interim consolidated financial statements, several of our Brazilian subsidiaries have executed multiple financing agreements, with principal sum of R$48,8 million, with interest rating from CDI Rate plus 3.5% to 18.4% and maturities ranging from September 2024 to June 2025.
•Law 14.789/2023 - Tax benefits suspension

The federal government suspended the income tax benefit arising from ICMS deduction, with effects starting in 2024. Consequently, in 2024, the Group will no longer be able to benefit from the income tax explained in Note 9.

•Floods in the Brazilian state of Rio Grande do Sul (RS)

During the preparation of the Financial Statements, the Group monitored the impacts of the climatic catastrophe resulting from severe floods in the Brazilian state of Rio Grande do Sul, which began in May 2024.

68
Notes to the interim condensed consolidated financial statements
(In thousands of Brazilian reais - R$, except if otherwise indicated)
The physical structures of the companies located in the state have not been affected, with stores, warehouses, and products remaining intact so far. In particular, the production plant of adjuvants of Cromo Química in the city of Estrela (RS) has not suffered damage to infrastructure or inventory but stayed non-operational for a period due to lack of power and access to the plant. The operation has already been reestablished.

The future scenario is uncertain for upcoming plantings and harvests, with forecasts of negative impacts on future sales in various agricultural sectors, particularly regarding wheat planting. Significant loss of soybean volume yet to be harvested is forecasted, along with impacts on corn planting, and an estimate of rice productivity loss.

69

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Lavoro Ltd. published this content on 03 June 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 03 June 2024 21:19:23 UTC.