MLEC 0001213900-25-074611 6-K Filing: Aug 12, 2025

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

Report of Foreign Private Issuer

Pursuant to Rules 13a-16 or 15d-16 under

the Securities Exchange Act of 1934

For the month of August 2025

Commission File Number: 001-41586

MOOLEC SCIENCE SA

(Exact name of Registrant as Specified in Its Charter)

89 Nexus Way, Camana Bay,

Grand Cayman KY1-9009

Cayman Islands

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

EXPLANATORY NOTE

This Form 6-K is incorporated by reference into our registration statements on Form F-3 (Registration No. 333-283113) and Form S-8 (Registration No. 333-282263).

On May 14, 2025, Moolec Science (Luxembourg) made effective a reverse stock split of its Ordinary Shares (the “Reverse Stock Split”) on the consolidation ratio of ten-to-one (the “Consolidation Ratio”), pursuant to which holders of Ordinary Shares received one Ordinary Share for every ten Ordinary Shares held.

On May 22, 2025 (the “Effective Date”), Moolec Science SA (“the Company”) changed its jurisdiction by Moolec Science (Luxembourg) discontinuing from the Grand Duchy of Luxembourg and transferring by way of continuation to the Cayman Islands as Moolec Science (Cayman Islands) pursuant to Part XII of the Companies Act (Revised) of the Cayman Islands (the “Redomiciliation”). On the Effective Date, all of the shares of Moolec Science (Luxembourg), par value $0.10 per share (the “Ordinary Shares”) by operation of law became shares of Moolec Science (Cayman Islands), par value $0.10 per share (the “Shares”).

After completion of the Reverse Stock Split, all references to our Ordinary Shares, share data, per share data and related information have been adjusted for the Consolidation Ratio to reflect the Reverse Stock Split. The Reverse Stock Split has consolidated each ten of our Ordinary Shares into one Ordinary Share, with a new par value of $0.10 per Ordinary Share. Upon completion of the Reverse Stock Split, no fractional Ordinary Shares were issued, and any fractional Ordinary Shares resulting from the Reverse Stock Split were rounded up to the nearest whole Ordinary Share. Except for the adjustments that resulted from the treatment of fractional shares, the Reverse Stock Split did not have any dilutive effect on our shareholders.

The Business Combination Agreement, initially announced on April 17, 2025, (the “Business Combination” or “BCA”), in which the Company, Bioceres Group Limited (formerly, Bioceres Group PLC, one of the main shareholders of the Company) (“Bioceres Group”), Gentle Technologies Corp (“Gentle Tech”), and Nutrecon LLC (“Nutrecon”) entered into a business combination agreement (the “Bioceres Group Business Combination Agreement” or the “Business Combination Agreement”), pursuant to which several parties transferred their respective holdings in Bioceres Group, Nutrecon and Gentle Tech (together, the “Contributed Entities”) to the Company, in exchange of a combination of newly issued Company’s shares, and warrants, to the shareholders of the Contributed Entities. Following the closing, Moolec became the legal parent company of the combined group comprising Bioceres Group, Gentle Tech, and Nutrecon. was ratified by Moolec shareholders at the Extraordinary General Meeting (“EGM”) held on June 16, with 77% of the outstanding shares present at the meeting, and 98% of the votes cast were in favor of the transaction. From an accounting perspective and based on the guidance of IFRS 3 Bioceres Group Limited is deemed to be the accounting acquirer. The transaction was subsequently consummated on the same date, June 16, 2025 (the “Closing”).

The purpose of this report is to furnish updated unaudited pro forma condensed combined financial information of Moolec Science SA in accordance with Article 11 of Regulation S-X, reflecting the effect of the changes in the terms of the Secured Notes of one of Bioceres Group Limited former subsidiaries that resulted in the loss of de facto control of that subsidiary and consequently its deconsolidation (the equity method was applied to account for the investment in such former subsidiary, as well as for other investments in joint ventures and associates), the Reverse Stock Split and the closing of the Business Combination, which occurred after the filing of our prior pro forma financial information on April 17, 2025 (the “April 2025 Pro Forma Financial Information”).

One of the key elements considered in the critical judgment of de facto control was the existence of a casting vote held by a Board member appointed by Bioceres Group Limited, which allowed Bioceres Group Limited to control Board decisions and, consequently, direct the strategic, financial, and operating policies of Bioceres Crop Solutions Corp.

In June 18, 2025, Bioceres Crop Solutions Corp. (BIOX), a public company controlled until that date by Bioceres Group Limited, entered into an amendment with the Secured Notes’ holders by which the holders of the Secured Notes waived the breach of covenants that lead to the default of the debt (specifically, the breach of covenants related to the Consolidated Total Net Leverage Ratio (determined as the ratio of (a) Consolidated Total Net Debt as of the last day of such Test Period to (b) Consolidated EBITDA of the Issuer and its Subsidiaries for such Test Period) of 3.75x as of March 31, 2025). retrospectively modifying the required Consolidated Total Net Leverage Ratio to 5x Consolidated Total Net Leverage Ratio and extended the maturity of the Secured Notes to August 31, 2027. In accordance with the terms of the amendments, effective June 24, 2025, Gloria Montaron Estrada, Enrique Lopez Lecube and Keith McGovern were replaced in Bioceres Crop Solutions Corp.’s Board of Directors by Milen Marinov, Noah Kolatch and Scott Crocco, who were nominated by certain holders of the Secured Notes. Bioceres Crop Solutions Corp. agreed, for so long as the Secured Notes remain outstanding, to continue to nominate Mssrs Marinov, Kolatch and Crocco (or such other persons as may nominated as their replacements) for additional terms as directors.

The effect of the changes in the terms of the Secured Notes of Bioceres Crop Solutions, one of the former subsidiaries of Bioceres Group Limited, resulted in the loss of de facto control of that subsidiary and consequently, its deconsolidation.

While Bioceres Crop Solutions Corp. was able to resolve the uncertainties regarding its financial plan through this agreement, as a result of the loss of control over Bioceres Crop Solutions Corp., access to financing that Bioceres S.A., its wholly owned subsidiary Bioceres LLC, Bioceres Group Limited and Moolec Science SA had until then was restricted or limited.

This information updates and supersedes the April 2025 Pro Forma Financial Information previously furnished in the Form 6-K dated April 17, 2025.

In June 2025, Bioceres S.A., one of the Argentine subsidiaries of Bioceres Group Limited, defaulted a portion of its financial debt that was due that month. As a result, Bioceres S.A. has initiated a debt restructuring process for its financial debt for an aggregate amount of $36.4 million. This process seeks to improve the debt profile of Bioceres S.A.

In July 2025, Bioceres LLC, a wholly owned subsidiary of Bioceres S.A., received a notice of default on its financial debt in the amount of $69.5 million. The creditor conducted a public auction to wit 3,062,500 pledged BIOX shares, pursuant to the New York Uniform Commercial Code. Management has responded to said creditor, reserving all rights, remedies, and defenses.

The defaults by Bioceres S.A. and Bioceres LLC do not have implications in other debts as there are no cross-default clauses on the remaining financial debt of the Group.

The aforementioned events and consequently raise a material uncertainty which may cast significant doubt (or raise substantial doubt as contemplated by PCAOB standards) about the ability of the Bioceres Group and the Company to continue as a going concern. The consolidated financial statements incorporated by reference in this form 6-K do not include any adjustments that might result from the outcome of this uncertainty. Currently, the Group lacks sufficient financial resources to meet its obligations or fully implement its business plan. Without securing additional capital, or achieving a successful financial restructuring process, the Group will not be able to sustain its operations.

Management has plans to address the Group’s financial situation as follows:

●	Currently, management is working on the financial<br>restructuring process of Bioceres S.A.’s outstanding debt, proposing among other alternatives the extension of the maturity of current<br>debt and the use of the Group’s cash inflows from operating activities, as well as obtaining the necessary capital to fully execute<br>the Group’s business plan.
●	Management expects that certain shareholders<br>and/or investors will continue or commence to provide new financing lines.
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●	A dedicated Restructuring Committee has been<br>established to address and implement the aforementioned financial restructuring process.
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However, there is no assurance that the restructuring process will be successful, that investors and shareholders will continue to provide financing, or that the Group’s future operations will generate profitability. The uncertainty surrounding the ability to secure additional funding and the potential for continued operational losses contribute to raise a material uncertainty which may cast significant doubt (or raise substantial doubt as contemplated by PCAOB standards) about the Group’s ability to continue as a going concern.

The consolidated financial statements included and/or incorporated by reference in this form 6-K do not include any adjustments that may be required to address the potential impacts on the recoverability and classification of assets or the amounts and classifications liabilities, should the Group be unable to continue as a going concern.

For the purposes of this Registration Statement, references to the “Company,” “Moolec,” “we,” “our,” “us”, “the Group” and similar terms mean, as of any time prior to the Effective Date, Moolec Science (Luxembourg) and, after the Effective Date, Moolec Science (Cayman Islands).

This Form 6-K incorporates by reference and/or includes as exhibits important information relating to the business combination and the contributed entities, including:

●	the unaudited proforma condensed combined consolidated financial information<br>for the year ended June 30, 2024 and unaudited pro forma condensed combined consolidated financial information as of and for the six-month<br>period ended December 31, 2024. See “Exhibit 99.1—Unaudited Pro Forma Condensed Combined Consolidated Financial Information”;
●	the audited consolidated financial statements of Bioceres Group PLC<br>as of June 30, 2024 and 2023 and for the years ended June 30, 2024, 2023 and 2022. See “Exhibit 99.3.”;
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●	the<br> unaudited interim consolidated financial statements of Bioceres Group PLC as of December<br> 31, 2024 and June 30, 2024 and for the six-month period ended December 31, 2024 and 2023.<br> See “Exhibit 99.5.”;
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●	our current report<br>on Form 6-K (File No. 001-41586),<br>filed with the SEC on April 18, 2025, containing information relating to the Bioceres Group Business Combination, the unaudited consolidated interim financial statements of Bioceres<br>Crop Solutions Corp as of December 31, 2024 and June 30, 2024 and for the six-month and three-month periods ended December 31, 2024 and<br>2023 and the Contributed Entities<br>and the annual report on Form 20-F<br>of Bioceres Crop Solutions Corp. for the year ended June 30, 2024,<br>excluding Exhibits N° 99.3, 99.4 and 99.6
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●	the unaudited interim consolidated financial statements of Bioceres<br>Crop Solutions Corp. as of March 31, 2025 and June 30, 2024 and for the nine-month and three-month periods ended March 31, 2025 and 2024.<br>See “Exhibit 99.6.”;
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●	the<br> annual report on Form 20-F of Moolec Science SA for the year ended June 30, 2024 filed with<br> the SEC on October 30, 2024, excluding the disclosure under Item 18 therein. ;
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●	the audited consolidated financial statements of Moolec Science SA<br>as of June 30, 2024 and 2023 and for the years ended June 30, 2024, 2023 and 2022. See “Exhibit 99.2.”;
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●	the unaudited consolidated financial statements of Moolec Science SA<br>as of December 31, 2024 and June 30, 2024 and for the six-month and three-month period ended December 31, 2024 and 2023. See “Exhibit99.4.”; and
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●	the<br> current report on Form 6-K of Bioceres Crop Solutions Corp. (File No. 001-38836), filed with<br> the SEC on June 18, 2025, announcing material changes to the economic terms of notes previously<br> issued.
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Exhibit List

Exhibit No.	Description
99.1	Unaudited Pro Forma Condensed Combined Consolidated Financial Information
99.2	Audited consolidated financial statements of Moolec Science SA as of June 30, 2024 and 2023 and for the years ended June 30, 2024, 2023 and 2022
99.3	Audited consolidated financial statements of Bioceres Group PLC as of June 30, 2024 and 2023 and for the years ended June 30, 2024, 2023 and 2022
99.4	Unaudited interim consolidated financial statements of Moolec Science SA as of December 31, 2024 and for the six months ended December 31, 2024 and 2023
99.5	Unaudited interim consolidated financial statements of Bioceres Group PLC as of December 31, 2024 and for the six months ended December 31, 2024 and 2023
99.6	Interim unaudited consolidated financial statements of Bioceres Crop Solutions Corp. as of March 31, 2024 and June 30, 2024 and for the three-month and nine-month period ended March 31, 2024 and 2023
99.7	Consent of Price Waterhouse & Co. S.R.L., independent registered public accounting firm, with respect to Bioceres Group PLC’s consolidated financial statements
99.8	Consent of Price Waterhouse & Co. S.R.L., independent registered public accounting firm, with respect to Moolec Science SA’s consolidated financial statements
99.9	Consent of Price Waterhouse & Co. S.R.L., independent registered public accounting firm, with respect to Bioceres Crop Solutions Corp.’s consolidated financial statements

SIGNATURES OF MOOLECSCIENCE SA

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 6-K and has duly caused this Form to be signed on its behalf by the undersigned, thereunto duly authorized, in Rosario, Argentina on 08/11/2025.

MOOLEC SCIENCE SA
By:	/s/ Alejandro Antalich
Name:	Alejandro Antalich
Title:	Chief Executive Officer (Principal Executive, Financial and Accounting Officer)

POWER OF ATTORNEY

Each of the undersigned individuals hereby severally constitutes and appoints Alejandro Antalich as the attorney-in-fact for the undersigned, in any and all capacities, with full power of substitution, to sign on such person’s behalf, individually and in each capacity stated below, any and all amendments to this Form, and any subsequent Form filed by the registrant pursuant to the Securities Act, and to file or cause to be filed the same, with all exhibits thereto, and other documents in connection therewith, with the SEC, granting unto said attorney-in-fact, full power and authority to do and perform each and every act and thing requisite or necessary to be done in connection therewith, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorney-in-fact or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Form has been signed by the following persons in the capacities and on the dates indicated.

Name	Position	Date
/s/ Alejandro Antalich	Chief Executive Officer	08/11/2025
Alejandro Antalich	(Principal Executive, Financial and Accounting Officer)
/s/ Gloria Montaron Estrada	Director	08/11/2025
Gloria Montaron Estrada
/s/ Romualdo Varela	Director	08/11/2025
Romualdo Varela
/s/ Aimar Dimo	Director	08/11/2025
Aimar Dimo
/s/ Diego Abelleyra	Director	08/11/2025
Diego Abelleyra
/s/ Oscar Alejandro León Bentancor	Director	08/11/2025
Oscar Alejandro León Bentancor

Exhibit 99.1

UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATEDFINANCIAL INFORMATION

Introduction

Moolec is providing the following unaudited pro forma condensed combined financial information to aid you in your analysis of the financial aspects of the BCA, which effective closing date was June 16, 2025 (“The closing date”).

The following unaudited pro forma consolidated financial information is presented to give effect to the BCA, including other relevant events and circumstances occurred on or after Closing. The unaudited pro forma consolidated statement of financial position as of December 31, 2024, the unaudited pro forma consolidated statement of income for the six-months ended December 31, 2024 and the unaudited pro forma consolidated statement of income for the year ended June 30, 2024 (together, the “Unaudited Pro Forma Information”) are based upon, derived from, and should be read in conjunction with (i) the Moolec 2024 Audited Financial Statements, which are included as exhibit 99.2 in this Form 6-K, (ii) the Bioceres Group 2024 Audited Financial Statements, which are included as exhibit 99.3 in this Form 6-K, (iii) the Moolec December 2024 Interim Unaudited Financial Statements, which are included s exhibit 99.4 in this Form 6-K and (iv) the Bioceres Group December 2024 Interim Unaudited Financial Statements, which are included s exhibit 99.5 in this Form 6-K.

The accompanying Unaudited Pro Forma Information give effect to adjustments that are (i) directly attributable to the Business Combination, (ii) factually supportable, and (iii) with respect to the unaudited pro forma consolidated statement of income, expected to have a continuing impact on the consolidated results.

On June 20, 2024 Bioceres Crop Solutions Corp., a subsidiary of Bioceres Group Limited, implemented material modifications to the economic terms of its Secured Notes. As a result of these changes, Bioceres Group Limited lost the de facto control over said subsidiary, leading to its deconsolidation in accordance with applicable accounting standards. Management evaluated if the deconsolidation of Bioceres Corp Solutions Corp qualified as a discontinued operation under IFRS 5, concluding it did not, as the loss of control was not the result of a voluntary strategic decision but rather of external circumstances beyond the Company’s control.

The unaudited pro forma consolidated statement of financial position assumes that the Business Combination and the deconsolidation, explained above, was consummated on December 31, 2024, the unaudited pro forma consolidated income statements assume that the Business Combination and deconsolidation was consummated on July 1, 2023.The BCA will be accounted for as a business combination using the acquisition method of accounting under the provisions of IFRS 3 “Business Combinations” (“IFRS 3”), with Bioceres Group Limited determined to be the accounting acquirer under this guidance.

Under IFRS 3, all assets acquired and liabilities assumed are generally recorded at their acquisition date fair value. For the purposes of preparing the Unaudited Pro Forma Information, the fair value of Moolec’s identifiable tangible and intangible assets acquired and liabilities assumed are based on a preliminary estimate of fair value. The pro forma information reflects the actual information and assumptions used at the time of Closing, except for the number of outstanding shares, which was updated on this pro forma to reflect the shares issued as of the closing date. Consequently, the earnings per share (EPS) and other sections presented in the pro forma information were adjusted accordingly. Certain preliminary estimates were used which will be updated upon finalization of the purchase accounting in our historical financial statements for periods reflecting the acquisition. Management believes the estimated fair values used for the assets to be acquired and liabilities to be assumed are based on reasonable assumptions. Preliminary fair value estimates may change as additional information becomes available and such changes could be material.

The Unaudited Pro Forma Information has been prepared by management in accordance with the bases outlined herein and is not necessarily indicative of the consolidated financial position or results of operations that would have been realized had the Business Combination occurred as of the dates indicated, nor is it meant to be indicative of any anticipated consolidated financial position or future results of operations that we will experience after the Business Combination. In addition, the accompanying unaudited pro forma consolidated statements of income do not include any expected cost savings or operating synergies, which may be realized subsequent to the Business Combination or integration-related items.

We prepared the following Unaudited Pro Forma Information in accordance with Article 11 or Regulation S-X by applying certain pro forma adjustments to Moolec and Bioceres Group historical consolidated financial statements. The actual adjustments to the Moolec consolidated financial statements for future periods will depend upon a number of factors and additional information that is not yet available. Accordingly, the actual adjustments that will appear in the Moolec consolidated financial statements for future periods will differ from these pro forma adjustments, and those differences may be material.

We have based the pro forma adjustments on available information and certain assumptions that we believe are reasonable under the circumstances.

UNAUDITED PROFORMA CONDENSED COMBINED STATEMENTSOF OPERATIONSFOR THE TWELVE-MONTH PERIOD ENDED JUNE 30, 2024(In United States Dollars)


Revenues from contracts with customers	466,376,330		(464,780,285	)	5,625,124		-	-		-			7,221,169
Government Grants	197,519		-		-		-	-		-			197,519
Initial recognition and changes in the fair value of biological assets	(45,746	)	45,746		-		-	-		-			-
Cost of sales	(279,368,328	)	278,221,812		(5,152,543	)	-	-		-			(6,299,059	)
Other Income	-				495,468		-	-		-			495,468
Changes in the net realizable value of agricultural products after harvest	(2,385,069	)	2,385,069		-		-	-		-			-
Research and development expenses	(17,422,487	)	17,183,041		(1,772,273	)	-	-		(682,635	)	I.a)	(2,694,354	)
Selling, general and administrative expenses	(126,340,822	)	123,642,649		(7,522,850	)	-	(643,060	)	-			(10,864,083	)
Marketing expenses	-		-		(643,060	)	-	643,060		-			-
Share of profit or loss of joint ventures and associates	(21,023,150	)	(2,556,813	)	-		28,770,462	(19,940	)	-			5,170,559
Other income or expenses, net	(703,265	)	714,391		(72,717	)	-	-		-			(61,591	)
Operating profit (loss)	19,284,982		(45,144,390	)	(9,042,851	)	28,770,462	(19,940	)	(682,635	)		(6,834,372	)
										-
Other financial results	(9,744,466	)	7,754,720		1,868,964		-	-		-			(120,782	)
Finance costs	(37,498,668	)	27,030,605		(1,165,418	)	-	-		-			(11,633,481	)
Share of profit or loss of joint ventures and associates	-		-		(19,940	)	-	19,940		-			-
Profit (loss) before income tax	(27,958,152	)	(10,359,065	)	(8,359,245	)	28,770,462	-		1,020,588			(18,588,635	)
Income tax	(1,103,152	)	3,778,615		1,046,985		-	-		143,353		I.b)	3,865,801
Profit (loss) for the period	(29,061,304	)	(6,580,450	)	(7,312,260	)	28,770,462	-		(539,282	)		(14,722,834	)
Shares	18,481,014		-		37,870,351		-	-		-			127,831,148
Loss per share	(1.77	)	-		(0.19	)	-	-		-			(1.71	)

We provide the unaudited pro forma consolidated statements of operations for informational purposes only. The unaudited pro forma consolidated statements of operations are based on the historical results of the combining entities, adjusted for the impact of the Business Combination as if it had occurred on the first day of the period presented. However, they do not purport to represent what our actual results of operations would have been under such circumstances, nor do they project our results of operations for any future period.

UNAUDITED PROFORMA CONDENSED COMBINED STATEMENTSOF FINANCIAL POSITIONAS OF DECEMBER 31, 2024(In United States Dollars)


Investments in joint ventures and associates	64,991,989		72,393,538		-	(7,087,172	)	-		-			130,298,355
Property, plant and equipment	74,935,727		(74,901,243	)	1,263,344	-		-		-			1,297,828
Intangible assets	176,760,919		(176,292,048	)	9,055,855	-		-		33,114,490		II b) 1) & II b) 4)	42,639,216
Goodwill	112,163,432		(112,163,432	)	281,034	-		-		20,856,666		II.b) 1)	21,137,700
Other non-current assets	64,389,607		(48,816,258	)	11,236,528	-		(1,854,680	)	-			24,955,197
Total non-current assets	493,241,674		(339,779,443	)	21,836,761	(7,087,172	)	(1,854,680	)	53,971,156			220,328,296
Cash and cash equivalents	33,201,142		(29,176,741	)	1,929,911	-		-		-			5,954,312
Trade receivables	228,437,463		(225,951,300	)	1,929,807	-		-		-			4,415,970
Inventories	101,809,489		(101,809,489	)	4,844,773	-		-		-			4,844,773
Other current assets	53,873,775		(19,675,212	)	840,111	-		(1,036,600	)	-			34,002,074
Total current assets	417,321,869		(376,612,742	)	9,544,602	-		(1,036,600	)	-			49,217,129
Total assets	910,563,543		(716,392,185	)	31,381,363	(7,087,172	)	(2,891,280	)	53,971,156			269,545,425
Borrowings	151,769,309		(66,913,633	)	19,372,053	-		(1,854,680	)	-			102,373,049
Accounts payable	-		-		2,201,070	-		-		-			2,201,070
Convertible notes	83,400,171		(83,400,171	)	-	-		-		-			-
Other non-current liabilities	65,667,111		(49,472,548	)	553,707	-		-		6,954,043			23,702,313
Total non-current liabilities	300,836,591		(199,786,352	)	22,126,830	-		(1,854,680	)	6,954,043			128,276,432
Trade and other payables	144,082,550		(143,368,503	)	-	-		2,641,716		-			3,355,763
Borrowings	228,081,833		(114,261,659	)	2,365,894	-		-		-			116,186,068
Accounts payable	-		-		3,133,610	-		(3,133,610	)	-			-
Other current liabilities	25,710,175		(25,512,811	)	958,451	-		-		(126,654	)	II.b) 2)	1,029,161
Total current liabilities	397,874,558		(283,142,973	)	6,457,955	-		(491,894	)	(126,654	)		120,570,992
Total liabilities	698,711,149		(482,929,325	)	28,584,785	-		(2,346,574	)	6,827,389			248,847,424
Equity attributable to the parent	(32,503,911	)	444,413		2,796,578	(7,087,172	)	(544,706	)	47,143,767		II.b)	10,248,969
Non-controlling interest	244,356,305		(233,907,273	)	-	-		-		-			10,449,032
Total equity	211,852,394		(233,462,860	)	2,796,578	(7,087,172	)	(544,706	)	47,143,767			20,698,001
Total liabilities and Equity	910,563,543		(716,392,185	)	31,381,363	(7,087,172	)	(2,891,280	)	53,971,156			269,545,425

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTSOF OPERATIONSFOR THE SIX-MONTH PERIOD ENDED DECEMBER 31, 2024(In United States Dollars)


Revenues from contracts with customers	199,478,869		(199,104,469	)	4,199,966		-	-		-			4,574,366
Government Grants	10,154		-		-		-	-		-			10,154
Initial recognition and changes in the fair value of biological assets	588,053		(588,053	)	-		-	-		-			-
Cost of sales	(117,374,985	)	117,346,452		(4,859,562	)	-	-		-			(4,888,095	)
Other Income	-		-		122,468		-	-		-			122,468
Changes in the net realizable value of agricultural products after harvest	(204,910	)	204,910		-		-	-		-			-
Research and development expenses	(8,797,433	)	8,604,115		(723,545	)	-	-		(341,317	)	III.a)	(1,258,180	)
Selling, general and administrative expenses	(64,731,412	)	63,049,484		(2,545,182	)	-	(332,310	)	-			(4,559,420	)
Marketing expenses	-		-		(332,310	)	-	332,310		-			-
Share of profit or loss of joint ventures and associates	(27,778,758	)	(2,034,561	)	-		29,448,429	(40,850	)	-			(405,740	)
Other income or expenses, net	164,944		(25,839	)	(22,794	)	-	-		-			116,311
Operating profit (loss)	(18,645,478	)	(12,547,961	)	(4,160,959	)	29,448,429	(40,850	)	(341,317	)		(6,288,136	)
Other financial results	(1,086,189	)	2,339,609		1,326,093		-	-		-			2,579,513
Finance costs	(20,183,299	)	15,005,942		(1,214,190	)	-	-		-			(6,391,547	)
Share of profit or loss of joint ventures and associates	-		-		(40,850	)	-	40,850		-			-
Profit (loss) before income tax	(39,914,966	)	4,797,590		(4,089,906	)	29,448,429	-		(341,317	)		(10,100,170	)
Income tax	3,091,074		(1,465,501	)	(252,900	)	-	-		71,677		III.b)	1,444,350
Profit (loss) for the period	(36,823,892	)	3,332,089		(4,342,806	)	29,448,429	-		(269,641	)		(8,655,821	)
Shares	19,038,163		-		38,822,121		-	-		-			127,831,148
Loss per share	(1.74	)	-		(0.11	)	-	-		-			(0.93	)

NOTES TO UNAUDITED PROFORMA CONDENSED COMBINEDFINANCIAL INFORMATION

Description of the Transaction

The Business Combination consists of Moolec’s strategic business combination with Bioceres Group, Gentle Tech, and Nutrecon, resulting in an enlarged company structure with Moolec as the parent company. Subject to the terms and conditions of the BCA, several parties will transfer their respective holdings in the Contributed Entities to Moolec (Cayman Islands). In exchange, Moolec (Cayman Islands) will issue a combination of newly issued shares and warrants of Moolec (Cayman Islands) to the shareholders of the Contributed Entities.

Accounting for the Business Combination – basis of presentation

The Unaudited Pro Forma Information has been prepared using the acquisition method of accounting under the provisions of IFRS 3 and is based on the historical financial information of Moolec and Bioceres Group reflecting the business combination that was effectively closed on June 16, 2025. The purchase price allocation applied in the Unaudited Pro Forma Information reasonably reflects the fair values determined as of the acquisition date. For the purposes of this pro forma presentation, the only adjustment made to the historical financial information relates to the number of ordinary shares issued as of the closing date, which has been updated accordingly. As a result, earnings per share (EPS) and other related footnotes have been adjusted to reflect the updated share count. Acquisition accounting is dependent upon certain valuations and other studies that have yet to be completed. Accordingly, the purchase price allocation included herein is preliminary and has been presented solely for the purpose of providing pro forma financial information. The actual purchase price allocation used by the preparation of the Unaudited Pro Forma Information will be revised as additional information becomes available and as additional analyses are performed. The process for estimating the fair values of identifiable intangible assets and certain tangible assets requires the use of judgment in determining the appropriate assumptions and estimates. Differences between preliminary estimates in the Unaudited Pro Forma Information and the final acquisition accounting will materialize and could have a material impact on the accompanying pro forma condensed consolidated financial information and the combined company’s future consolidated financial statements.

The Business Combination was accounted for as a business combination using the acquisition method of accounting under the provisions of IFRS 3, with Bioceres Group determined to be the accounting acquirer under this guidance. The factors that were considered in determining that Bioceres Group should be treated as the accounting acquirer in the Business Combination were (i) Bioceres Group Limited, which is the largest entity, obtained the largest share of votes in the combined entity (approximately 57%), (ii) the composition of the board of directors in the surviving entity and other committees (audit, compensating and nominating), and (iii) the composition of senior management of the surviving entity.

Going Concern

The defaults by Bioceres S.A. and Bioceres LLC do not have implications in other debts as there are no cross-default clauses on the remaining financial debt of the Group.

The aforementioned events raise a material uncertainty which may cast significant doubt (or raise substantial doubt as contemplated by PCAOB standards) about the ability of the Bioceres Group and the Company to continue as a going concern. The consolidated financial statements incorporated by reference in this form 6-K do not include any adjustments that might result from the outcome of this uncertainty. Currently, the Group lacks sufficient financial resources to meet its obligations or fully implement its business plan. Without securing additional capital, or achieving a successful financial restructuring process, the Group will not be able to sustain its operations.

Management has plans to address the Group’s financial situation as follows:

●	Currently, management is working on the financial<br>restructuring process of Bioceres S.A.’s outstanding debt, proposing among other alternatives the extension of the maturity of current<br>debt and the use of the Group’s cash inflows from operating activities, as well as obtaining the necessary capital to fully execute<br>the Group’s business plan.
●	Management expects that certain shareholders<br>and/or investors will continue or commence to provide new financing lines.
---	---
●	A dedicated Restructuring Committee<br>has been established to address and implement the aforementioned financial restructuring process.
---	---

The consolidated financial statements incorporated by reference in this form 6-K and used for this proforma financial information do not include any adjustments that may be required to address the potential impacts on the recoverability and classification of assets or the amounts and classifications liabilities, should the Group be unable to continue as a going concern.

I. Unaudited ProForma Condensed Combined Statement of Operationsfor the Year Ended June 30, 2024

Column I.a) is derived from the historical audited consolidated financial data of Bioceres Group for the year ended June 30, 2024 derived from Bioceres Group 2024 Audited Financial Statements.

Column I.b) is derived from the historical audited consolidated financial data of Bioceres Group for the year ended June 30, 2024, and includes the pro forma adjustments necessary to give effect to the deconsolidation of Bioceres Crop Solutions Corp. (“Biox”) as if such deconsolidation had occurred as of July 1, 2023. The equity method was used to calculate the “Share of profit or loss of joint ventures and associates” of Biox which amounts to $1,492,695. Adjustment was determined as follows:

Deconsolidation of theresults from Associates and joint ventures from BIOX

Synertech Industrias S.A.:	(3,723,140	)
Alfalfa Technologies S.R.L.:	(326,368	)
BIOX investment results in BIOX using equity method:	1,492,695
Adjustment:	(2,556,813	)

Column II is derived from the historical audited consolidated financial data of Moolec for the year ended June 30, 2024 derived from the Moolec 2024 Audited Financial Statements.

Column III shows the effect of the transfer of Bioceres Group’s 96.2% participation in Theo to the Bioceres Group shareholders (pro rata to the Bioceres Group shareholders’ holding of ordinary shares in Bioceres Group which will take place after Closing).

Column IV provides for certain reclassifications that have been made to the historical income statement in order to conform to presentation standards to be used after the Business Combination.

Column V shows the transaction pro forma adjustments, which comprise mainly the following:

(a)	Higher amortization charges resulting from the increase in value of Moolec’s “Intangible assets”, as a consequence of the purchase price allocation. Useful lives of “Intangible assets” subject to amortization recorded as a consequence of the purchase price allocation are the same as those disclosed in the Moolec 2024 Audited Financial Statements.

(b)	The related income tax effects on the adjustments described in (b) above based on the enacted tax law in effect as of the end of 2024 (21%).
(c)	The number of ordinary shares has been calculated based on the actual number of shares issued upon consummation of the BCA as of June 16, 2025, (“the Closing Date”).
---	---

Column VI shows the unaudited interim consolidated combined financial data of Bioceres Group and Moolec for the year ended June 30, 2024, after giving effect to the adjustments and reclassifications of Columns III, IV and V.

The unaudited pro forma loss per share data is computed by dividing the unaudited pro forma consolidated net income for the year attributable to the controlling shareholder by the number of Moolec’s outstanding shares after giving effect to the Business Combination.

II. Unaudited ProForma Condensed Combined Statement of FinancialPosition as of December 31, 2024

Column I.a) is derived from the historical unaudited consolidated financial data of Bioceres Group derived from the Bioceres Group December 2024 Interim Unaudited Financial Statements.

Column I.b) is derived from the historical unaudited consolidated financial data of Bioceres Group for the year ended December 31, 2024, and includes the pro forma adjustments necessary to give effect to the deconsolidation of Bioceres Crop Solutions Corp. (“Biox”) as if such deconsolidation had occurred as of December 31, 2024. The equity method was used to calculate the “Investments in joint ventures and associates associated” to Biox, which amounts to $112,406,542. Adjustment was determined as follows:

Deconsolidation of investment in associates and joint ventures from BIOX

Synertech Industrias S.A.:	(39,976,501	)
Alfalfa Technologies S.R.L.:	(36,503	)
Investment in BIOX at equity method:	112,406,542
Adjustment:	72,393,538

Column II is derived from the historical unaudited consolidated financial data of Moolec derived from the Moolec December 2024 Interim Unaudited Financial Statements.

Column IV provides for the elimination of certain transactions between Bioceres Group and Moolec as of December 31, 2024 related to intercompany financial debt.

Column V shows the transaction pro forma adjustments derived from accounting for the BCA:

(a)	Consideration for the business combination amounted to $56.6 million, which will be consummated through an equity exchange, after the Reverse Stock Split, as follows:
1)	Bioceres Group shareholders will surrender their share ownership in Bioceres Group and received in exchange up to 6,226,283 of the surviving entity.
---	---
2)	The shareholders of 100% fully owned Nutrecon and 50% owned Gentle Tech will surrender their ownership in these two entities and received in exchange 647,500 shares and 500,000 warrants of the surviving entity. The historical information of these two entities have not been included due to its immateriality.
---	---
3)	The equity structure reflects the accounting acquiree’s equity structure, including the equity instruments issued by the accounting acquiree to effect the BCA.
---	---

4)	Under the terms of the BCA, each share of Bioceres Group was exchanged by 3.15 Shares of Moolec. Also the shareholders of the other contributed entities received 647,500 new shares and 500,000 of warrants at a strike price of $20.00 per warrant.
New shares to be issued in connection with the exchange to Bioceres Group Limited		6,936,159
---	---	---
New shares to be issued in connection with the exchange to Nutrecon and Gentle Tech shareholders		647,500
New warrants to be issued in connection with the exchange to Nutrecon and Gentle Tech shareholders		500,000
Fair value of MLEC share as of April 14, 2025 (*)	$	7.2
Fair value of new shares to be issued	$	54,602,345
Fair value of new warrants to be issued	$	2,000,000
Total consideration exchanged	$	56,602,345
(*)	For<br>purposes of this pro forma presentation it was used the share price as of April 17, 2025 ($7.2) was used, as there was no material differences<br>compared to the price on the actual closing date ($7.10), which represents approximately a variation of 1.4%
---	---
(b)	Consideration paid has been allocated to identifiable assets and liabilities of Moolec (the accounting acquiree) based on their estimated fair value. Adjustments to book value as a result of the purchase price allocation is as follows:
---	---
1)	$33.1 million to “Intangible assets” based on the discounted cash flow method allocated to PiggySooy and GLASO technologies. PiggySooy intangible is not being amortized and GLASO intangible is being amortized over the remaining useful life of approximately 20 years. See “Item 4—B. Business overview—Our Segments and Key Products” in our annual report on Form 20-F for the year ended June 30, 2024 filed with the SEC on October 30, 2024. A decrease in previously registered goodwill of $(0.3) million and an increase in goodwill arising from the BCA for approximately $20.9 million. See 4) below.
---	---
2)	$7.0 million to “Deferred income tax liabilities” as a result of applying the enacted tax law as of the end of 2024 using the statutory income tax rate to be in force in the United States (21%) to temporary differences arising from the pro forma adjustments of intangibles.
---	---
3)	$(0.1) million to “Warrants” as a result of revaluation outstanding Moolec warrants.
---	---
4)	Bioceres Group has performed a preliminary valuation analysis of the fair market value of Moolec’s assets and liabilities at the closing date, based on the quotation price of Moolec. The following table summarizes the preliminary purchase price allocation of the acquisition:
---	---
	In US
---	---	---
Total consideration exchanged
Cash and cash equivalents
Trade and other receivables
Property, plant and equipment
Intangible assets
Right of use assets
Inventories
Borrowings / Financial debt		)
Accounts payable		)
Lease liabilities		)
Warrant liabilities		)
Deferred tax liabilities		)
Other liabilities		)
Total net assets
Goodwill
Total consideration for MLEC (*)

All values are in US Dollars.

(*)	The difference between “Total consideration exchanged” and “Total consideration for MLEC” is related to the consideration assigned to Nutrecon and Gentle Tech, which were not included in the Unaudited Pro Forma Condensed Combined Consolidated Financial Information due to their immateriality.

Column VI shows the unaudited interim consolidated combined financial data of Bioceres Group and Moolec as of December 31, 2024, after giving effect to the adjustments of Columns III, IV and V.

III. Unaudited ProForma Condensed Combined Statement of Operationsfor the Six-Month Period Ended December 31, 2024

Column I.a is derived from the historical unaudited interim consolidated financial data of Bioceres Group for the six-month period ended December 31, 2024 derived from the Bioceres Group December 2024 Interim Unaudited Financial Statements.

Column I.b) is derived from the historical unaudited consolidated financial data of Bioceres Group for the year ended December 31, 2024, and includes the pro forma adjustments necessary to give effect to the deconsolidation of Bioceres Crop Solutions Corp. (“Biox”) as if such deconsolidation had occurred as of July 1, 2024. The equity method was used to calculate the “Share of profit or loss of joint ventures and associates” of Biox which amounts to $2,260,724. Adjustment was determined as follows:

Deconsolidation of theresults from Associates and joint ventures from BIOX

Synertech Industrias S.A.:	(226,651	)
Trigall Genetics.:	452,814
BIOX investment results in BIOX using equity method:	(2,260,724	)
Adjustment:	(2,034,561	)

Column II is derived from the historical unaudited consolidated financial data of Moolec for the six-month period ended December 31, 2024 derived from the Moolec December 2024 Interim Unaudited Financial Statements.

Column IV provides for the elimination of certain transactions between Bioceres Group and Moolec for the year ended June 30, 2024 mainly related to intercompany transactions. Also, certain reclassifications have been made to the historical statement of operations in order to conform to presentation standards to be used after the Business Combination.

Column V shows the transaction pro forma adjustments, which comprise mainly the following:

(a)	Higher amortization charges resulting from the increase in value of Moolec’s “Intangible assets”, as a consequence of the purchase price allocation. Useful lives of “Intangible assets” subject to amortization recorded as a consequence of the purchase price allocation are the same as those disclosed in the Moolec 2024 Audited Financial Statements.
(b)	The related income tax effects on the adjustments described in (b) above based on the enacted tax law in effect as of the end of 2024 (21%).
---	---
(c)	The number of ordinary shares has been calculated based on the actual number of shares issued upon consummation of the BCA as of June 16, 2025,
---	---

Column VI shows the unaudited interim consolidated combined financial data of Bioceres Group and Moolec for the six-month period ended December 31, 2024, after giving effect to the adjustments and reclassifications of Columns III, IV and V.

Exhibit 99.2

INDEX TO FINANCIAL STATEMENTS

MOOLEC SCIENCE SA
As of June 30, 2024 and 2023, and for the years ended June 30, 2024, 2023 and 2022
Audited Consolidated Financial Statements PCAOB ID: 1349	F-2
Audited consolidated statements of comprehensive loss	F-3
Audited consolidated statements of financial position	F-4
Audited consolidated statements of changes in equity	F-5
Audited statements of cash flow	F-6
Notes to the Audited Consolidated Financial Statements	F-8

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

Moolec Science SA

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

Report of Independent Registered Public Accounting Firm PCAOB ID: 1349	F-2
Consolidated statements of comprehensive loss	F-3
Consolidated statements of financial position	F-4
Consolidated statements of changes in equity	F-5
Consolidated statements of cash flows	F-6
Notes to the consolidated financial statements	F-8
Note 1. General information	F-8
Note 2. Business combination	F-9
Note 3. Accounting standards and basis of preparation	F-10
Note 4. Summary of significant accounting policies	F-12
Note 5. Comparative Information	F-25
Note 6. Intangible Assets	F-26
Note 7. Fixed assets	F-27
Note 8. Goodwill	F-28
Note 9. Leases	F-28
Note 10. Other receivables	F-29
Note 11. Cash and cash equivalents	F-30
Note 12. Short-term investments	F-30
Note 13. Trade Receivable	F-30
Note 14. Inventories	F-30
Note 15. Share capital and share premium	F-31
Note 16. Share based payment	F-32
Note 17. Accounts Payable	F-33
Note 18. Other liabilities	F-34
Note 19. Financial debt	F-34
Note 20. Warrants liabilities	F-36
Note 21. Deferred tax and Income tax	F-36
Note 22. Financial income / expenses	F-38
Note 23. Other operating expense	F-39
Note 24. Administrative expenses	F-39
Note 25. Research and development expense	F-39
Note 26. Cost of sales	F-40
Note 27. Net loss per share	F-40
Note 28. Related parties	F-40
Note 29. Cashflow information	F-42
Note 30. Financial instruments	F-42
Note 31. Events after the reporting period	F-46

F-1

Report of Independent Registered Public AccountingFirm

To the board of directors and shareholders of Moolec Science SA

Opinion on the Financial Statements

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

Substantial Doubt about the Company’sAbility to Continue as a Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 31.1 to the consolidated financial statements, as a result of the default situations described, Bioceres Group Limited has lost control over Bioceres Crop Solutions Corp., which had an impact on the Company’s access to financing and Bioceres Group Limited’s ability to support the Company. These events or conditions raise substantial doubt on the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 31.1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

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

We conducted our audits of these consolidated financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

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

/s/ Price Waterhouse & Co. S.R.L.
/s/ Sebastian Azagra
Sebastian Azagra
Partner
Rosario, Argentina
October 30, 2024, except with respect to the matters that raise substantial doubt about the Company’s ability to continue as a going concern discussed in Note 31.1., as to which the date is August 11, 2025

We have served as the Company’s auditor since 2020

Price Waterhouse & Co. S.R.L.

Bouchard 557, piso 8°

C1106ABG - Ciudad Autónoma de Buenos Aires, Argentina

T: +(54.11) 4850.0000

F-2

Moolec Science SA

Consolidated statements of comprehensive loss

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

In USD [$]


Continuing operations
Revenue		5,625,124		905,049		-
Cost of sales	26	(5,152,543	)	(1,048,354	)	-
Other income		495,468		-		-
Research and development expense	25	(1,772,273	)	(1,351,217	)	(985,158	)
Marketing expense		(643,060	)	(256,421	)	(105,060	)
Administrative expense	24	(7,522,850	)	(4,808,655	)	(2,523,230	)
Other operating expense	23	(72,717	)	(94,207	)	(38,985	)
Loss from operations		(9,042,851	)	(6,653,805	)	(3,652,433	)
Financial costs	22	(1,165,418	)	(160,035	)	(2,130	)
Other financial results	22	1,868,964		1,030,525		(872,342	)
Transaction expenses		-		(3,535,046	)	-
Share based payment cost of listing shares		-		(42,705,061	)	-
Gain / (loss) investment in associates		(19,940	)	-		-
Net loss before Income tax		(8,359,245	)	(52,023,422	)	(4,526,905	)
Income tax benefit	21	1,046,985		234,542		-
Net loss for the year		(7,312,260	)	(51,788,880	)	(4,526,905	)
Basic and diluted loss per share	27	(0.19	)	(1.50	)	(0.15	)
Other comprehensive income
Items that may be reclassified to profit or loss:
Foreign exchange differences on translation of foreign operations		107,597		18,112		-
Total other comprehensive income		107,597		18,112		-
Total comprehensive loss for the year		(7,204,663	)	(51,770,768	)	(4,526,905	)

The accompanying notes are an integral part of these consolidated financial statements.

F-3

Moolec Science SA

Consolidated statements of financial position

as of June 30, 2024 and 2023

In USD [$]


ASSET
Non- current assets
Intangible assets	6	8,975,518		8,519,098
Fixed assets	7	1,172,144		1,142,082
Goodwill	8	262,532		251,440
Right-of-use of assets	9	443,212		43,806
Prepayments		36,015		-
Other receivables	10	10,149,079		8,763,027
Total non-current assets		21,038,500		18,719,453
Current assets
Cash and cash equivalents	11	5,389,928		2,527,673
Short-term investments	12	-		306,034
Trade receivables	13	471,500		361,097
Other receivables	10	1,010,539		1,330,177
Prepayments		596,938		341,107
Inventories	14	6,279,519		465,748
Total current assets		13,748,424		5,331,836
TOTAL ASSETS		34,786,924		24,051,289
LIABILITIES AND EQUITY
Equity
Share capital	15	385,641		375,641
Shares to be issued	15	3,068		3,068
Treasury shares	15	(1,232	)	-
Share premium	15	69,159,382		66,996,982
Cost of own shares held	15	(303,768	)	-
Cumulative translation adjustment		125,709		18,112
Equity settled share-based payment	16	3,382,343		1,335,253
Accumulated deficit		(65,935,383	)	(58,623,123	)
Total equity		6,815,760		10,105,933
Liabilities
Non-current liabilities
Accounts payable	17	7,600,000		-
Financial debt	19	11,703,708		99,046
Other liabilities	18	196,511		175,312
Lease liability	9	248,532		-
Deferred tax liability	21	72,096		1,071,807
Total non-current liabilities		19,820,847		1,346,165
Current liabilities
Accounts payable	17	3,414,686		7,479,614
Financial debt	19	2,555,683		2,546,243
Other liabilities	18	1,451,093		1,685,645
Warrant liabilities	20	555,500		887,689
Lease liability	9	173,355		-
Total current liabilities		8,150,317		12,599,191
TOTAL LIABILITIES		27,971,164		13,945,356
TOTAL LIABILITIES AND EQUITY		34,786,924		24,051,289

The accompanying notes are an integral part of these consolidated statements

F-4

Moolec Science SA

Consolidated statements of changes in equity

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

In USD [$]

	Share Capital												Cumulative		Equity<br><br>settled<br> share-
	Shares<br> issued		Shares to<br> be issued		Treasury<br> Shares			Share<br> Premium		Cost of own shares<br> held			translation<br><br> adjustment		based<br> payment		Retained<br> (deficit)			Total<br> Equity
Balance as of June 30, 2021		310,000		-		-			7,290,000		-			-		-		(2,307,338	)		5,292,662
Equity settled share-based payment		-		-		-			-		-			-		838,576		-			838,576
Total comprehensive (loss)		-		-		-			-		-			-		-		(4,526,905	)		(4,526,905	)
Balance as of June 30, 2022		310,000		-		-			7,290,000		-			-		838,576		(6,834,243	)		1,604,333
Issue of share capital (Moolec Shares)		15,000		-		-			8,105,000		-			-		-		-			8,120,000
Issue of share capital (SAFE shares)		2,623		-		-			3,170,723		-			-		-		-			3,173,346
Issue of share capital (LightJump shares)		33,639		-		-			39,610,630		-			-		-		-			39,644,269
Issue of share capital (Backstop shares)		12,017		-		-			7,999,023		-			-		-		-			8,011,040
Issue of share capital		36		-		-			10,647		-			-		-		-			10,683
Equity settled share-based payment		2,326		2,427		-			593,684		-			-		496,677		-			1,095,114
Exchange differences on translation of foreign operations		-		-		-			-		-			18,112		-		-			18,112
Business combination		-		641		-			217,275		-			-		-		-			217,916
Net loss of the year		-		-		-			-		-			-		-		(51,788,880	)		(51,788,880	)
Balance as of June 30, 2023		375,641		3,068		-			66,996,982		-			18,112		1,335,253		(58,623,123	)		10,105,933
Settlement with shareholders (addition of treasury shares - see note 15)		-		-		(1,232	)		-		(303,768	)		-		-		-			(305,000	)
Issue of share capital (Nomura agreement) – (See note 15)		10,000		-		-			2,162,400		-			-		-		-			2,172,400
Equity settled share-based payment		-		-		-			-		-			-		2,047,090		-			2,047,090
Exchange differences on translation of foreign operations		-		-		-			-		-			107,597		-		-			107,597
Net loss of the year		-		-		-			-		-			-		-		(7,312,260	)		(7,312,260	)
Balance as of June 30, 2024		385,641		3,068		(1,232	)		69,159,382		(303,768	)		125,709		3,382,343		(65,935,383	)		6,815,760

The accompanying notes are an integral part of these consolidated statements.

F-5

Moolec Science SA

Consolidated statements of cash flows

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

In USD [$]


Cash flows from operating activities
Loss for the year	(7,312,260	)	(51,788,880	)	(4,526,905	)
Adjustments to reconcile loss for the year to net cash flows
Income tax benefit	(1,046,985	)	(234,542	)	-
Amortization of intangible assets	713,374		94,517		-
Depreciation of fixed assets	177,155		27,505		1,699
Depreciation of right-of-use assets	123,632		-		-
Employee share-based payment	2,047,090		1,095,114		838,576
Change in fair value of Simply Agreement for Future Equity (“SAFE”)	-		313,346		860,000
Share based payment cost of listing shares (non-cash item)	-		42,705,061		-
Financial income / (expenses)	(983,959	)	(1,452,876	)	14,472
Changes in working capital
Accounts receivable	(94,474	)	(44,126	)	-
Other receivables	367,560		(276,292	)	-
Prepayments	(291,846	)	(339,046	)	(1,703	)
Inventories	(5,793,226	)	66,484		-
Accounts payable	2,502,486		1,485,151		926,711
Other liabilities	263,185		837,231		1,171
Net cash used in operating activities	(9,328,268	)	(7,511,353	)	(1,885,979	)
Cash flows from investing activities
Acquisition of fixed assets	(158,283	)	(14,824	)	-
Cash paid for acquisition of ValoraSoy net of the cash acquired	-		(1,930,883	)	-
Acquisition of intangible assets	-		(164,362	)	-
Short term investment subscriptions	(144,514	)	(2,572,783	)	-
Short-term investments withdrawals	437,662		2,346,032		-
Net cash generated from / (used in) investing activities	134,865		(2,336,820	)	-
Cash flows from financing activities
Proceeds from issuance of share capital to UGVL and Theo (Backstop)	-		8,011,040		-
Proceeds from issuance of share capital to SPAC public holders (Trust)	-		1,988,975		-
Proceeds from issuance of convertible notes	10,940,000		-		-
Proceeds from financial debts	2,591,780		2,171,830		-
Payment of loans	(2,512,486	)	(876,769	)	-
Payments of interest	(570,224	)	(24,098	)	-
Proceeds from the SAFE	-		-		2,000,000
Proceeds from issue of shares	2,172,400		10,683		-
Payments of lease liabilities	(105,120	)	-		-
Deferred payment for acquisition of ValoraSoy	(500,000	)	-		-
Settlement with shareholders (addition of treasury shares) (see note 15)	(305,000	)	-		-
Net cash generated from financing activities	11,711,350		11,281,661		2,000,000
Net increase in cash and cash equivalents	2,517,947		1,433,488		114,021
Cash and cash equivalents at beginning of the year	2,527,673		1,081,808		980,527
Effect of exchange rate changes and inflation on cash and equivalents	344,308		12,377		(12,740	)
Cash and cash equivalents at end of the year	5,389,928		2,527,673		1,081,808

F-6


Non-cash financing activities
Issue of share capital and Share premium of New Shareholders through other non-current receivables	-		8,120,000	-
Relief of SAFE financial liabilities through the issue of Share Capital and Share Premium	-		3,173,346	-
Capitalization of transaction expenses through Accounts payables	-		1,057,833	-
Net liabilities acquired through issuance of share capital	-		3,991,935	-
Acquisition of Business Combination trough deferred payment	-		488,430	-
Acquisition of Business Combination trough deferred payment in kind	-		217,916	-
Increase in Right-of-use asset recognition through an increase in Lease liabilities	(521,107	)	-	-
Increase in Intangible asset recognition through Accounts payables	(1,000,000	)	-	-

The accompanying notes are an integral part of these consolidated statements.

F-7

Moolec Science SA

Notes to the consolidated financial statements

In USD [$]

Note 1. General information

Moolec Science SA (“the Company’’, “the Group” or “Moolec Science’’) is a public limited liability company (société anonyme) incorporated under the laws of the Grand Duchy of Luxembourg on May 23, 2022 (“date of incorporation”), created to develop affordable alternative proteins using molecular farming technology. The Company is registered with the Luxembourg Trade and Companies’ Register (Registre de Commerce et des Sociétés, Luxembourg) under number B268440. Its registered address is 17, Boulevard F.W. Raiffeisen, L-2411 Luxembourg, Grand Duchy of Luxembourg.

Company Reorganization

On December 30, 2022 (the “Closing Date”), the Company consummated the transactions contemplated by the Business Combination Agreement dated as of June 14, 2022, by and among LightJump Acquisition Corporation (“LightJump” or “SPAC”, a Delaware corporation), Moolec Science Limited (“Moolec” or “Moolec Science Limited”, a private limited company incorporated under the laws of England and Wales), the Company, and Moolec Acquisition, Inc. (“Merger Sub”, a Delaware corporation) (referred together with Moolec Science SA as “the Group”), as amended by the Business Combination Agreement dated as of November 18, 2022. Pursuant to the Business Combination Agreement and related agreements:

●	all the issued Moolec Ordinary Shares held by Moolec Shareholders were transferred and contributed in kind to the Company, and were issued, in accordance with the Exchange Ratio (1:0.6370485) (except that the Ordinary Shares to be reduced by the number of Ordinary Shares already held by Moolec Shareholders immediately prior to the transactions contemplated in the Business Combination Agreement (“Exchange”), being a total of 32,500,000 Ordinary Shares;
●	each Moolec SAFE Holder contributed all of its rights and obligations under each Original SAFE to the Company in consideration for the issuance by the Company of a simple agreement for future equity on substantially identical terms (mutatis mutandis) with such adjustments as required under Luxembourg law;
---	---
●	each Moolec Shareholder ceased to be the beneficial holder of such Moolec Ordinary Shares and subject to the submission of all filings required under Law (including any filings required to pay stamp duties), the Company was recorded as the registered holder of all Ordinary Shares so exchanged and transferred and is the legal and beneficial owner thereof;
---	---
●	immediately prior to the Merger but after the Exchange, each Moolec SAFE Holder subscribed for, received and became holder of Ordinary Shares, in accordance with the respective Moolec SAFE, which included 262,260 Ordinary Shares; and
---	---
●	SPAC caused the Certificate of Merger to be executed, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with the applicable provisions of the DGCL in order to effectuate the Merger. The Merger became effective on December 30, 2022.
---	---

At the Merger and without any further action on the part of SPAC, Merger Sub, the Company or Moolec or the holders thereunder:

●

each SPAC Common Stock issued and outstanding immediately prior to the Merger, excluding those that had been redeemed subject to any redemption rights, were exchanged with the Company, against the issue by the Company of new Ordinary Shares, under the authorized share capital of the Company and subscribed by the contributing holders of SPAC Common Stock for one validly issued and fully paid Ordinary Share, delivered by the Company;

F-8

●	as a result of the Merger, all SPAC Common Stock ceased to be outstanding, was canceled and ceased to exist;
●	each share of common stock, par value $0.01 of Merger Sub issued and outstanding immediately prior to the Merger Effective Time was converted and exchanged for one (1) validly issued, fully paid and nonassessable ordinary share, par value $0.01 per share of the Company; and
---	---
●	each SPAC Warrant that was outstanding immediately prior to the Merger, pursuant to the SPAC Warrant Agreement, ceased to represent a right to acquire one SPAC Common Stock and was converted in accordance with the terms of such SPAC Warrant Agreement, at the Merger, into a right to acquire one Ordinary Share of the Company on substantially the same terms as were in effect immediately prior to the Time under the terms of the SPAC Warrant Agreement.
---	---

Following the Merger:

●	Moolec’s CFO was freely allotted the shares to satisfy the requirements under the CFO Consulting Agreement.

Prior to the Closing, on December 27, 2022, in connection with the vote to approve the adoption of the Business Combination Agreement at LightJump’s special meeting of stockholders, certain public holders of SPAC Common Stock exercised their right to redeem 2,572,848 shares of SPAC Common Stock for cash at a redemption price of approximately $10.23 per share, for an aggregate redemption amount of approximately $ 26.3 million.

Accordingly, $1,988,975 remained in the Trust Account, for the benefit of the Company, after considering the redemption amount to be paid to the redeeming public holders of SPAC Common Stock.

Additionally, pursuant to the Backstop Agreement, the Sponsor exercised the right to elect to concede Sponsor shares instead of contributing the requisite cash amount under the Backstop Agreement by conceding a total of 200,276 Sponsor shares of SPAC Common Stock to each of Union Group Ventures Limited (“UGVL”) and THEO I SCSp. (“Theo”). UGVL and Theo each contributed $4,005,520 to the Company pursuant to the terms of the Backstop Agreement and in turn the Company issued 400,552 Ordinary Shares to each of UGVL and Theo.

As a result of the Exchange and following the consummation of the Transaction, Moolec and SPAC had become direct wholly-owned subsidiaries of the Company and Moolec shareholders and SPAC shareholders became holders of issued Company Ordinary Shares of Moolec Science S.A.

In accordance with IFRS 2, for the excess of the fair value of shares deemed to have been issued by Moolec over the fair value of LightJump’s identifiable net assets at the date of the Company Reorganization, the Company recognized $ 42,705,061 as listing costs included in line item “Share based payment cost of listing shares” as an expense in the Statements of Operations, being a non-cash item.

Note 2. Business combination

Summary of ValoraSoy acquisition

On April 24, 2023 (the “Closing Date”), the Company completed the acquisition of ValoraSoy S.A. (“ValoraSoy Food Ingredients”) from the sellers in accordance with the share purchase agreement (“ValoraSoy SPA”) by and among the Company and the sellers (the “ValoraSoy Acquisition”). As a result of the ValoraSoy Acquisition, the Company acquired all of the issued and outstanding equity securities of ValoraSoy Food Ingredients from the sellers, and ValoraSoy Food Ingredients became a wholly owned subsidiary of the Company for total aggregate consideration of $2.6 million, in a combination of cash ($2.4 million of which $1.9 million were an immediate cash payment and $0.5 million will be paid in 6 months from the Closing Date) and equity (64,093 shares equivalent to $0.2 million which will be transferred in 12 months from the Closing Date). The acquisition agreement also included a contingent payment in a fixed amount of equity amounting to 384,558 shares equivalent to $1.7 million, which was determined to be a remuneration agreement for future services (the “earn-out”) and consequently it was excluded from the consideration and will be recognized as an expense over the required service period. The contingent payment is payable in shares over a three-year period from 2024 to 2026 and subject to the achievement of certain EBITDA targets, as defined in the ValoraSoy SPA. Such payment is automatically forfeited on termination of employment.

F-9

ValoraSoy Food Ingredients has more than 10 years of experience, specializes in the production of textured soy proteins and has a long history providing high-quality products and customized solutions to clients in more than 14 countries in 3 different continents. Its products are manufactured using various extrusion processes obtaining as a result vegetable proteins with texture and fibrousness similar to those of meat with various applications such as hamburgers, sausages and other meat extenders and plant-based products. This demo center is a state-of-the-art processing facility located in the Argentine soybean corridor, which helps maximize raw material origination, with an installed crushing capacity of 10 thousand tons of soybean per year.

Details of the purchase consideration, the net assets acquired and goodwill are as follows:

Purchase consideration:
Cash paid		1,931,112
Deferred Payment after 6 months		488,430
Payment in kind after 12 months		217,916
Total purchase consideration	$	2,637,458

The assets and liabilities recognised as a result of the acquisition are as follows:

	Fair Value
Cash and Banks		228
Accounts Receivable		316,972
Other Receivable		1,044,808
Inventory		532,231
Property, Plant, and Equipment		1,138,026
Intangible Assets		3,824,054
Right-of-use of assets		43,507
Accounts Payable		(1,384,980	)
Current Financial Debt		(1,176,089	)
Current Other Liabilities		(356,757	)
Non-current Financial Debt		(119,464	)
Non-current Other Liabilities		(177,367	)
Deferred Tax Liability		(1,297,436	)
Net identifiable assets acquired	$	2,387,733
Goodwill recognized (i)		249,725
Net assets acquired	$	2,637,458

(i) The goodwill is attributable to the expected future synergies from combining operations as well as an assembled workforce, which does not qualify for separate recognition. The Company expects that the ValoraSoy Acquisition will help to accelerate its growth in the food ingredients industry by expanding its commercial network with a top-notch sales team and complementing its Molecular Farming Platform with industrial capacity and downstream operations, in addition to adding a highly experienced team of professionals. It will not be deductible for tax purposes.

The pro-forma revenue of the combined entity for the year ended June 30, 2023 as though the date for the merger had been as of the beginning of the reporting period amounts to $5,043,956.

Note 3. Accounting standards and basis of preparation

Note 3.1. Basis of Presentation

These Consolidated Financial Statements of the Group have been prepared in accordance with International Financial Reporting Standards (IFRS) and interpretations issued by the IFRS Interpretations Committee (IFRS IC) applicable to companies reporting under IFRS. The financial statements comply with IFRS as issued by the International Accounting Standards Board (IASB).

These consolidated financial statements of the Group for the year end of June 30, 2024, 2023 and 2022 were authorized and approved by the Board of Directors of Moolec Science SA on October 30, 2024, except with respect to the matters that raise substantial doubt about the Company’s ability to continue as a going concern discussed in Note 31.1. Going concern, which was approved by the Board of Directors on August 11, 2025.

F-10

Note 3.2. Basis of measurement

The consolidated financial statements have been prepared on the historical cost basis.

The significant accounting policies set out in Note 3 have been applied in preparing the consolidated financial statements as of June 30, 2024 and 2023.

Due to the activities of the Group, costs and expenses presented in the consolidated statements of Comprehensive loss are classified according to their function. The consolidated statements of Financial Position has been prepared based on the nature of the transactions, distinguishing: (a) current assets from non-current assets, where current assets are intended as the assets that should be realized, sold or used during the normal operating cycle, or the assets owned with the aim of being sold in the short-term (within 12 months); (b) current liabilities from non-current liabilities, where current liabilities are intended as the liabilities that should be paid during the normal operating cycle or over the 12-month period subsequent to the reporting date.

Note 3.3. Functional and presentation currency

Items included in the Consolidated Financial Statements are measured using the currency of the primary economic market in which the Company operates (“the functional currency”). These Consolidated Financial Statements are presented in US Dollars, which is Moolec Science SA’s functional currency.

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

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

Non-monetary items measured at their current values at the end of the reporting period, such as the net realizable value or others, do not need to be restated. The remaining non-monetary assets and liabilities will be restated according to a general price index. The loss or gain for the net monetary position will be included in the net result of the reporting period, revealing this information in a separate line item.

The inflation adjustment to the initial balances was calculated by means of a conversion factor derived from the Argentine price indexes published by the National Institute of Statistics.

The Argentine price index as of June 30, 2024, and 2023 was 6,351.7145 and 1,709.6115, respectively.

ValoraSoy has Argentine pesos as functional currency, which is a currency of a hyperinflationary economy, as explained above. Therefore, as from the acquisition of ValoraSoy, in April 2023, the Company has applied IAS 29. Comparative figures presented in the consolidated financial statements in a stable currency are not adjusted for subsequent changes in the price levels or exchange rates.

F-11

Note 3.4. Use of estimates and judgements

The preparation of the Consolidated Financial Statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reporting amounts as presented in the Consolidated Financial Statements for all periods presented.

Estimates and underlying assumptions are reviewed on an ongoing basis. Refer to Note 3 – Summary of significant accounting policies for further discussion on accounting treatments applied in preparation of the financial results of the Group as of the reporting period in compliance with IFRS.

Note 4. Summary of significant accounting policies

Note 4.1. Basis of consolidation of subsidiary.

Subsidiaries are entities controlled by the Company. The financial statements of the Company’s subsidiaries are included in the Consolidated Financial Statements from the date that control commences after the acquisition date. The accounting policies of subsidiaries have been changed when necessary to align them with the policies adopted by the Company.

Note 4.2. Foreign currency

Transactions entered into by the Group in a currency other than their functional currency are recorded at the relevant exchange rates as of the date upon which such transactions occur. Foreign currency monetary assets and liabilities are translated at the prevailing exchange rates as of the final day of each reporting period. Non-monetary assets and liabilities that are measured at fair value in a foreign currency are translated into the functional currency at the exchange rate when the fair value was determined. Non-monetary items that are measured based on historical cost in a foreign currency are translated at the exchange rate at the date of the transaction. Exchange differences arising on the retranslation of unsettled monetary assets and liabilities are recognized immediately through other comprehensive income in the consolidated statements of operations and are accumulated in equity (attributed to the non-controlling interests when appropriate).

Note 4.3. Intangible assets

Intangible assets include projects in-progress (mainly related to internally developing products), software, licenses and other rights, and the purchase value of customer relationships. The accounting policies regarding the recognition and measurement of such intangible assets are described below.

Internally Generated Intangible Assets

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

-	It is technically feasible to develop the product for it to be sold;
-	Adequate resources are available to complete the development;
---	---

F-12

-	There is an intention to complete and sell the product;
-	The Group is able to sell the product;
---	---
-	Sale of the product will generate future economic benefits; and
---	---
-	Expenditure on the project can be measured reliably.
---	---

Development expenditure not satisfying the above criteria and expenditure on the research phase of internal projects are recognized in the consolidated statements of operations as incurred.

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

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

Intangibles corresponding to the subsidiary in Argentina are adjusted for inflation applying IAS 29 in accordance with note 3.3.

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

i)	Discovery: The first phase in the technology development process is the discovery or identification of candidate genes or genetic systems, metabolites, or microorganisms potentially capable of enhancing specified plant characteristics or enabling an agro-industrial biotech solution.
ii)	Proof of concept: Upon successful validation of the technologies in model systems (in vitro or in vivo), promising technologies graduate from discovery and are advanced to the proof of concept phase. The goal of this phase is to validate a technology within the targeted organism before moving forward with technology escalation activities or extensive field validation.
---	---
iii)	Early development: In this phase, efficacy field trials are expanded to evaluate the expression level and phenological characteristics of the traits in multiple geographies and growing cycles, as well as other characteristics in order to optimize the technology’s performance in the targeted organisms. The goal of the early development phase is to evaluate the technical feasibility by identifying the best candidate to scale up the seed stock and to start the regulatory field trials.
---	---
iv)	Advanced development and deregulation: In this phase, extensive field tests are used to fully demonstrate the effectiveness of the technology for its intended purpose. In the case of GM traits, the process of obtaining regulatory approvals from the government agencies is started, and includes field trials for environmental, core and food safety data generation. For solutions involving microbial fermentation, industrial-scale runs are conducted.
---	---

F-13

v)	Pre-launch: This phase involves finalizing the regulatory approval process and preparing for the launch and commercialization of the technology. The range of activities in this phase includes seed increases, pre-commercial production, and product and solution testing with selected customers. Usually, a more detailed marketing strategy and preparation of marketing materials occur during this phase.
vi)	Product launch: In general, this phase, which is the last milestone of the research and development process, is carried out by the Group.
---	---

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

vi)

Product launch: In general, this phase, which is the last milestone of the research and development process, is carried out by the Group.

---

We determined that the Research & Development is more likely than not (“probable”) to become a commercialized product and reach compliance with IAS 38 criteria items at the end of the phase iii “Early Development”, when efficacy field trials are performed to determine the technical feasibility of the project by measuring parameters like expression level and phenological characteristics. The obtention of desired values for this set of data represents the strongest and clearest indication that the technical feasibility has been proved.

Impairment testing of intangible assets not yet available for use requires the use of significant assumptions for the estimation of future cash flows and the determination of discount rates. The significant assumptions and the determination of discount rates for the impairment testing of goodwill are further explained below.

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

Management has made the estimates considering the cash flow projections projected. The key assumptions used are the following:

Key assumption	Management’s approach
Discount rate	The discount rate used ranges between 10% and 20%
Budgeted market share	The projected revenue from the products has been<br> estimated by the management based on market penetration data for comparable products and technologies and on future expectations of foreseen<br> economic and market conditions.<br><br> <br><br><br> <br>The value assigned is consistent with external<br> sources of information.
Budgeted product prices	The prices estimated in the revenue projections are based on current and projected market prices for the products.
Budgeted gross margin	Based on past performance and management’s expectations for the future.

Intangible Assets Acquired in a BusinessCombination

Intangible assets acquired in a business combination are identified and recognized separately regarding goodwill when they meet the definition of intangible assets and their fair value can be measured reliably. Such intangible assets are recognized at fair value at acquisition date.

After the initial recognition, intangible assets acquired in a business combination are valued at cost, net of accumulated amortization, based on the expected attrition over the respective estimated periods for which the intangible assets will provide economic benefit to the Company.

Intangible assets acquisitions from ValoraSoy were restated by applying the corresponding adjustment coefficients (as mentioned in Note 2.3) since the date of the business combination and are translated at the exchange rate at the closing date of the financial statements.

F-14

Software

Software licenses are valued at cost, restated as mentioned in Note 2.3, net of the corresponding accumulated amortization and impairment losses. Amortization is calculated on a straight-line basis over the estimated useful life of the intangible assets.

Licenses and Intellectual Property

Licenses acquired are recognized at cost, net of the corresponding accumulated amortization and impairment losses. Amortization is calculated on a straight-line basis over the estimated useful life of the intangible assets.

The useful lives of the intangible assets are:

Gamma Linolenic Acid (“GLA”)	22 years
SPC ® Technology	20 years
IP Rights HB4 Technology - BIOX	5 years
Customer relationship	20.5 years

Note 4.4. Property, plant and equipment, net

Property, plant and equipment assets are measured at historical cost less accumulated depreciation and any impairment loss, except for those acquired in a business combination, which are then recorded at fair value; assets under construction and land are not depreciated. The cost of the property, plant and equipment is the fair value of the consideration initially provided to acquire or construct the item and prepare it for use. Subsequent costs incurred for repair and maintenance, are expensed in the consolidated statements of comprehensive income unless these costs meet the criteria for capitalization (i.e. extension of the useful life). Depreciation commences when the assets are ready for use.

Property, plant and equipment is depreciated based on the straight-line method over estimated useful lives.

Property, plant and equipment corresponding to our subsidiary in Argentina are adjusted for inflation applying IAS 29 in accordance with note 3.3.

An item of property, plant and equipment will be derecognized upon disposal or when future economic benefits from the continued use of the asset are no longer expected. The gain or loss arising from the derecognition is measured as the difference between the gain on sale and the carrying amount of the asset and is recognized through profit or loss.

The useful lives of property, plant and equipment are:

Storage	20 years
Machinery and equipment	10 - 20 years
Vehicles	5 years
Furniture	10 years
Computer equipment	3 - 5 years

Note 4.5. Goodwill

Goodwill arising from the acquisition of a business is recorded at cost at the acquisition date, less accumulated impairment losses, if any.

The acquisitions related to a foreign operation is considered to be expressed in the functional currency of the foreign operation and are translated at the exchange rate at the reporting date.

Goodwill acquisition related to the acquisition of ValoraSoy are recorded at cost, restated by applying the corresponding adjustment coefficients (as mentioned in Note 2.3) since the date of the business combination and are translated at the exchange rate at the closing date of the financial statements.

F-15

Note 4.5.1 Goodwill impairment

Goodwill is tested for impairment annually at the cash-generating unit level, which is the level at which the assets generate largely independent cash inflows and are monitored for internal management purposes. An impairment loss is recognized whenever the carrying amount of an asset or the related cash-generating unit exceeds its recoverable amount. Impairment losses are recognized in the consolidated statements of profit or loss.

Impairment losses recognized for cash-generating units first reduce allocated goodwill and then the carrying amounts of the other assets in the unit on a pro rata basis.

Note 4.6. Inventories, net

Inventories are presented at the lower of acquisition cost or net realizable value. Cost is determined by the weighted average method. The net realizable value represents the estimated sale price less all the estimated termination and selling costs. The cost of finished products and products in progress includes the costs of raw materials, direct labor, other direct costs and the respective direct production expenses (based on normal operating capacity), excluding borrowing costs.

Inventories corresponding to the subsidiary in Argentina are adjusted for inflation applying IAS 29 in accordance with note 3.3.

Note 4.7. Trade receivables and other receivables

Trade receivables represent amounts owing for goods supplied by the Company prior to the end of the financial period which remain unpaid. They arise from transactions in the normal operating activities of the Company.

Trade receivables are carried at amortized cost, net of expected credit losses.

The Company derecognizes a financial asset when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party. If the Company neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Company recognizes its retained interest in the asset and an associated liability for amounts it may have to pay. If the Company retains substantially all the risks and rewards of ownership of a transferred financial asset, the Company continues to recognize the financial asset and also recognizes a collateralized borrowing for the proceeds received.

Note 4.8. Prepayments

Prepayments are measured at cost.

Note 4.9. Leases and right-of-use of assets

Due to the acquisition of ValoraSoy, the Group acquired rights to use a parcel of land, as part of the acquisition agreement. At the acquisition date, right-of-use of assets are initially recognized at fair value using a third-party valuation.

The ownership of the parcel of land is held by one of the sellers of ValoraSoy, who has entered into an agreement with the Company whereby he granted the right-of-use of the property to the Company until the effective fulfillment of his obligation to lift encumbrances, subdivide and assign the property to the Company within a period of twelve months or longer, if required by the proceedings, from the acquisition date.

The right-of-use of land shall not be depreciated due to the imminent transfer of ownership of the underlying asset to the Group which has an indefinite useful life.

F-16

Leases recognition

The Group assesses whether a contract is or contains a lease at inception of a contract. The Group recognizes a right-of-use asset and a corresponding lease liability with respect to all lease agreements in which it is the lessee, except for short-term leases (defined as leases with a lease term of 12 months or less) and leases of low value assets. For these leases, the Group recognizes the lease payments as an operating expense on a straight-line basis over the term of the lease, and payments for these leases are presented in the statements of cash flows from operating activities.

If a contract is or contains a lease, a lease liability is recognized representing the present value of cash flows estimated to settle the contract, discounted using the discount rate implicit in the lease, or if that is not available, a discount rate which would be required if the underlying asset was acquired through a financing arrangement. The Company will also recognize a right-of-use assets that will generally be equal to the lease obligation at adoption. The right-of-use assets is subsequently amortized over the life of the contract.

The right-of-use assets are initially measured at cost, and subsequently at cost less any accumulated depreciation and impairment losses, adjusted for certain remeasurements of the lease liability.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company’s incremental borrowing rate. Generally, the Company uses its incremental borrowing rate as the discount rate.

The lease liability is subsequently increased by the interest cost on the lease liability and decreased by lease payments made. It is remeasured when there is a change in future lease payments arising from a change in index or rate, a change in the estimate of the amount expected to be payable under a residual value guarantee, or as appropriate, changes in the assessment of whether a purchase or extension option is reasonably certain to be exercised or a termination option is reasonably certain not to be exercised.

The lease liability is presented in the ‘Current/Non-current lease liability’ line and the right-of-use assets are presented in a single line in the consolidated balance sheet. In addition, the principal portion of the lease payments and the interest component are presented within financial activities and in the consolidated statements of cash flows.

Note 4.10. Cash and cash equivalents

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

Note 4.11. Share capital and reserves

Ordinary shares

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares and share options are recognized as a deduction from equity, net of any tax effects.

Foreign currency translation adjustment

The foreign currency translation reserve is used to record exchange differences arising from the translation of the financial statements from the functional currency of Argentine Peso into the presentation currency of US dollar.

Treasury shares and cost of own shares held

IAS 32 – Financial Instruments: Presentation (“IAS 32”) states that treasury shares must be deducted from equity and that no gain or loss shall be recognised on the purchase, sale, issue or cancellation of such shares. The Company elected to present their treasury shares as separate line items in the Consolidated statement of changes in equity. When treasury shares are sold or reissued subsequently, the amount received is recognized as an increase in equity with an increase in cost of own shares and the resulting surplus or deficit (if any) on the transaction is presented within share premium.

F-17

Note 4.12. Share-based payment arrangements

Share-based compensation benefits are provided to certain key employees under the Company Compensation Plan. Under this agreement, some employees, members of the executive management team and Directors, as defined by the Board of Directors, were granted share options and restricted stock units (“RSU”) in return for their services to the Group.

The Group receives services in exchange for its own equity instruments and does not have any obligation to settle the obligation with cash, so the plan is classified as equity settled. The only condition to be met is the delivery of service by the employee during a certain period as defined in the Agreements.

The fair value of options granted under the plan is measured at grant date and recognized in accordance with the requirements of IFRS 2, as an employee benefits expense, with a corresponding increase in equity.

The total expense is recognized over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied.

When the options are exercised, the Company issues the shares to the employee, members to the executive team and/or Directors. The proceeds received, net of any directly attributable transaction costs, are credited directly to equity.

Where shares are forfeited due to a failure by the employee to satisfy the service conditions, any expenses previously recognised in relation to such shares are reversed with effect from the date of the forfeiture.

The ValoraSoy acquisition agreement also included a contingent payment in a fixed amount of equity amounting to 384,558 shares equivalent to $1.7 million, which was determined to be a remuneration agreement for future services (the “earn-out”) and consequently it was excluded from the consideration and will be recognized as an expense over the required service period. The contingent payment is payable in shares over a three-year period from 2024 to 2026 and subject to the achievement of certain EBITDA targets, as defined in the ValoraSoy SPA. Such payment is automatically forfeited on termination of employment.

Note 4.13. Accounts payable and other liabilities

Trade and other payables are recognized when the Group has a legal or a constructive obligation, as a result of a past event, and it is probable that there may be an outflow of resources embodying economic benefits to settle the obligation and the obligation can be measured reliably. These amounts represent liabilities for goods and services provided to the Group prior to the end of financial year which are unpaid.

The Company derecognizes financial liabilities when, and only when, the Company’s obligations are discharged, canceled or have expired. The difference between the carrying amount of the financial liability derecognized and the consideration paid and payable is recognized in profit or loss.

Other payables correspond mainly to employment obligations and provisions.

F-18

Note 4.14. Taxes

Current income tax

Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted at the reporting date in the country where the Group operates and generates taxable income.

Current income tax relating to items recognized directly in equity is recognized in equity and not in the consolidated statements of operations. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate.

Deferred tax

Deferred tax is provided using the liability method on temporary differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes at the reporting date.

Deferred tax liabilities are recognized for all taxable temporary differences, except:

-	When the deferred tax liability arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss, and
-	In respect of taxable temporary differences affiliated with investments in subsidiaries, associates, and interests in joint arrangements, when the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.
---	---

Deferred tax assets are recognized for all deductible temporary differences, the carry forward of unused tax credits and any unused tax losses. Deferred tax assets are recognized to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilized, except:

-	When the deferred tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss, and
-	In respect of deductible temporary differences affiliated with investments in subsidiaries, associates and interests in joint arrangements, deferred tax assets are recognized only to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilized.
---	---

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilized. Unrecognized deferred tax assets are re-assessed at each reporting date and are recognized to the extent that it has become probable that future taxable profits will allow the deferred tax asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realized or the liability is settled, based on tax rates that have been enacted or substantively enacted at the reporting date.

Deferred tax relating to items recognized outside profit or loss is recognized outside profit or loss. Deferred tax items are recognized in correlation to the underlying transaction either in OCI or directly in equity.

F-19

Note 4.15. Subsidiaries and joint arrangements

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

De-facto control exists in situations where the Company has the practical ability to direct the relevant activities of an entity without holding the majority of the voting rights. In determining whether de facto control exists, the Company considers all relevant facts and circumstances, including: (i) the relative share of the Company’s voting rights with respect to both the size and dispersion of other parties who hold voting rights; (ii) substantive potential voting rights held by the Company and by other parties, (iii) other contractual arrangements; and (iv) historic patterns in voting attendance. As of the issuance of these Financial Statements, there is no de-facto control over any entity.

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

The subsidiaries and joint arrangements of the Company, of which their financial results have been included in the Consolidated Financial Statements, and in which the Company holds a majority of the voting rights or shares joint control as of June 30, 2024 are as follows:

Name	Principal activities	Country of <br> incorporation and<br> principal place of<br> business
Moolec Science Limited (i)	Investment in subsidiaries	United Kingdom	100	%
LightJump Acquisition Corporation	Investment in subsidiaries	USA	100	%
ValoraSoy S.A.	Investment in subsidiaries	Argentina	100	%
AG Biomolecules LLC (DE)	Investment in subsidiaries	USA	100	%
Microo Foods Ingredients S.L.	Investment in joint arrangements	Spain	50	%
(i)	Moolec Science Limited has a branch office in Argentina, Moolec Science Limited S.E.
---	---

Note 4.16. Financial instruments

Financial assets and liabilities are recognized when an entity of the Group becomes party to the contractual provisions of an instrument.

Financial assets and liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and liabilities (other than those designated at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or liabilities, when appropriate, at initial recognition. Transaction costs directly attributable to the acquisition of financial assets or liabilities designated at fair value through profit or loss are recognized immediately through profit or loss.

The Company applies a hierarchy to classify valuation methods used to measure financial instruments carried at fair value. Levels 1 to 3 are defined based on the degree to which fair value inputs are observable and have a significant effect on the recorded fair value, as follows:

-	Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities;
-	Level 2: Valuation techniques use significant observable inputs, either directly (i.e., as prices) or indirectly (i.e., derived from prices), or valuations are based on quoted prices for similar instruments; and
---	---
-	Level 3: Valuation techniques use significant inputs that are not based on observable market data (unobservable inputs).
---	---

F-20

Note 4.17.1. Financial assets

Classification of financial assets

If and when applicable the Company follows the framework and requirements outlined in IFRS 9 to classify financial assets based on whether:

●	The financial asset is held within a business model whose objective is to collect contractual cash flows or whose objective is achieved through the collection of contractual cash flows and the sale of financial assets; and
●	The contractual terms give rise to cash flows that are only payments of principal and interest.
---	---

By default, all other financial assets are subsequently measured at fair value through profit or loss.

Trade receivables are amounts due from customers for goods sold or services performed in the ordinary course of business. They are generally due for settlement within 30 days and are therefore all classified as current. Trade receivables are recognized initially at the amount of consideration that is unconditional, unless they contain significant financing components, when they are recognized at fair value. The Group holds the trade receivables with the objective of collecting the contractual cash flows and therefore measures them subsequently at amortized cost using the effective interest method.

Gains and losses in foreign currency

Trade receivables denominated in a currency other than the subsidiaries’ functional currency is determined in that foreign currency and converted to the subsidiaries’ functional currency at the end of each reporting period using the then prevailing spot rate. Exchange differences are recognized through profit or loss and are classified within financial income / expenses.

Derecognition of financial assets

The Group derecognizes a financial asset only when the contractual rights to the asset’s cash flows expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party. If the Group does not transfer or retain substantially all risks and rewards of ownership and continues to control the transferred asset, the Group recognizes its interest retained in the asset and an associated liability for the amounts to be paid. If the Group retains substantially all the risks and rewards of ownership of a transferred financial asset, the Group continues to recognize the financial asset and also recognizes a loan secured by the consideration received.

Upon derecognition of a financial asset measured at amortized cost, the difference between the carrying amount of the asset and the sum of the consideration received and receivable is recognized through profit or loss.

The Group also derecognizes a financial asset when there is information which indicates that the counterparty is in serious financial difficulty and there is no realistic prospect of recovery. The derecognized financial assets may still be subject to compliance activities in accordance with the Group’s recovery procedures, taking into account legal advice when appropriate. Any recovery is recognized through profit or loss.

Note 4.17.2. Financial liabilities and equityinstruments

Classification as debt or equity

Debt and equity instruments are classified as financial liabilities or equity in accordance with the substance of the contractual agreement and definitions of financial liability and equity instrument.

F-21

Equity instruments

An equity instrument consists of any contract that evidences a residual interest in the assets of an entity, after deducting all of its liabilities. Equity instruments issued by a Group entity are recognized for income received, net of direct issue costs.

Financial liabilities

Financial liabilities are classified at their inception at fair value through profit or loss or at amortized cost, using the effective interest amortization method.

Warrant liabilities

As part of the reorganization, the Group acquired public warrants (“Public warrants”). The warrants are initially recognized at fair value on the date a derivative contract is entered into, and they are subsequently remeasured to their fair value at the end of each reporting period. Gains and losses will be recorded in profit or loss.

These instruments are measured at Level 1 fair value based on its quoted price.

Note 4.18.Loss per share

The Group presents basic and diluted earnings per share (EPS) data for its ordinary shares. Basic EPS is calculated by dividing the profit and loss attributable to ordinary shareholders of the Group by the weighted average number of ordinary shares outstanding during the period. Diluted EPS is determined by adjusting the profit or loss attributed to ordinary shareholders and the weighted average number of ordinary shares outstanding for the effects of all dilutive potential ordinary shares.

For the year ended on June 30, 2024, 2023 and 2022, Basic EPS and Diluted EPS are the same. Employee share-based payments are considered dilutive instruments properly included in the profit and loss account, however they do not impact in EPS diluted calculation because the Group has generated net loss to ordinary shareholders (See Note 27).

Note 4.19.Revenue

The group identifies contracts with customers and evaluates the goods and services committed therein to determine performance obligations and their classification between performance obligations that are satisfied at a given time or over time.

Revenue from satisfaction of performance obligations at a given time is recognized when the client obtains control of the committed asset or service considering whether there is a right to collection, if the client has the physical possession, if the client has the legal right and if they have transferred the risks and benefits.

Revenue from sales is recognized when performance obligations are satisfied, usually when the products are delivered to the purchaser at the determined location, according to the agreed sales terms.

Typically, our average payment terms range from 15 to 40 days at a consolidated level. Longer terms may be granted in limited circumstances; however, the effects of such sales are not material to our consolidated financial statements. Those payment terms do not contain a significant financing component.

Note 4.20.Other income

Other income corresponds to the results from the settlement in foreign currency of exports of our Argentinean subsidiary through purchase and sale operations with marketable securities acquired with settlement in foreign currency and sold with settlement in local currency. This mechanism is used up to the threshold specified by the rules for exports of specific grains and grain-derived-products.

F-22

Note 4.21. Expenses

Research and development costs

Research costs are expensed in the period in which these costs are incurred. Development costs are expensed in the period in which these costs are incurred if they do not meet the criteria for capitalization.

Sales and marketing, administrative and otheroperating expenses

The Group recognizes expenses in the period in which these costs are incurred and are presented by function on the consolidated statements of operations. Sales and marketing expenses primarily relate to marketing materials and research of the Group to increase brand awareness in the marketplace. Administrative expenses primarily comprise professional fees (mainly related to consultancy, accountancy and legal expenses), payroll and share based compensation to certain executives. Other operating expenses relate to those that do not depend on general business operations or relate to the other expense categories.

Note 4.22. New and amended IFRS Standards thatare effective for the current year.

a)	The following new standards, amendments and interpretations became applicable for the current reporting period and adopted by the Group
-	Amendment to IAS 12 - Deferred tax related to assets and liabilities arising from a single transaction.
---	---
-	International Tax Reform - Pillar Two Model Rules (Amendments to IAS 12).
---	---
-	Amendments to IAS 1 and IFRS Practice Statement 2- Disclosure of Accounting Policies.
---	---
-	Amendments to IAS 8 - Definition of Accounting Estimates.
---	---

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

b)	The following new standards and amendments are not yet adopted by the Group.
-	Amendments to IFRS 16 - Lease Liability in a Sale and Leaseback. The amendments are effective for annual reporting periods beginning on or after 1 January 2024.
---	---
-	Amendments to IAS 1 - Non- current liabilities with covenants. The amendments are effective for annual reporting periods beginning on or after 1 January 2024.
---	---
-	Amendments to IAS 7 - Statement of Cash Flows & to IFRS 7- Financial Instruments: Disclosures. The amendments are effective for annual reporting periods beginning on or after 1 January 2024.
---	---
-	Amendment to IAS 7 and IFRS 7 - Supplier Financing. The amendments are effective for annual periods beginning on or after January 1, 2024.
---	---

These standards and amendments are not expected to have a materialimpact on the Group.

-	IFRS 18 - Presentation and Disclosure in Financial Statements. This standard sets out requirements for the presentation and disclosure of information in general purpose financial statements to help ensure they provide relevant information that faithfully represents an entity’s assets, liabilities, equity, income and expenses. It is effective for annual periods beginning on or after January 1, 2027
-	Amendments to IAS 21- The Effects of Changes in Foreign Exchange Rates Titled Lack of Exchangeability. The amendments are effective for annual reporting periods beginning on or after 1 January 2025
---	---
-	Amendments to IFRS 9 and IFRS 7 - Amendments to the Classification and Measurement of Financial Instruments. The amendments are effective for reporting periods beginning on or after 1 January 2026.
---	---

The Group is currently analyzing the potentialimpact of these new standards on our financial statements.

F-23

Note 4.23. Segment reporting

The Group operates in a single operating segment, which is “science-based food ingredients”. Operating segments are defined as components of an enterprise for which separate financial information is regularly evaluated by the chief operating decision maker, who in the Group’s case is the Executive Team, in deciding how to allocate resources and assess performance. The Executive Team is composed of the Chief Executive Officer (“CEO”), the Chief Financial Officer (“CFO”), the Chief Product Officer (“CPO”), the Chief Technology Officer (“CTO”) and the Chief Science Officer (“CSO”).

The Executive Team evaluates the Group’s financial information and resources and assess the financial performance of these resources on a consolidated basis on the basis of Net revenue/loss for the period.

The Group’s revenue, results and assets for this one reportable segment can be determined by reference to the consolidated statement of comprehensive income and consolidated statement of financial position.

	For the year <br> ended on<br> June 30,<br> 2024
Revenue (1)		5,625,124		905,049
Cost of sales (2)		(5,152,543	)	(1,048,354	)
(1)	Includes IAS 29 impact for a $305,210 decrease in revenues and $35,586 increase in revenues for the fiscal years 2024 and 2023, respectively.
---	---
(2)	Includes IAS 29 impact of $622,687 and $7,385 decrease in costs of sales for the fiscal years ended in 2024 and 2023, respectively
---	---

As required by IFRS 8 Operating Segments, below are presented applicable entity-wide disclosures related to Moolec Science’s revenues.

Revenues breakdown:

The Company’s revenues arise from operations in Argentina. During the periods covered by these consolidated financial statements the Company had no revenues from customers attributed to the entity’s country of domicile.

Non-current assets other than financialinstruments

Non-current assets other than financial instruments are located in the following countries:

	As of <br> June 30, <br> 2024		As of <br> June 30,<br> 2023
Luxembourg		1,262,532		251,440
United Kingdom		4,600,761		4,774,320
Argentina		4,673,592		4,930,666
United States		352,536		-
Total non-current assets other than financial instruments	$	10,889,421	$	9,956,426

F-24

Note 4.24. Business combinations

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

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

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

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

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

Note 4.25. Critical accounting judgements andestimates

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

Critical estimates

-	Identification and fair value of identifiable intangible assets arising in acquisitions (Note 3.3).
-	Impairment of intangible assets not yet available for use (Note 3.3).
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Note 5. Comparative Information

The information disclosed for comparative purposes arises from the consolidated financial statements of Moolec Science SA as of June 30, 2023 and 2022.

F-25

Note 6. Intangible Assets

	Gamma Linolenic<br> Acid (“GLA”)<br> assets and licensing<br> rights to<br> Arachidonic Acid<br> (“ARA”)			SPC®<br> technology			IP rights<br> HB4<br> Technology - <br> BIOX		Customer<br> relationship			Software<br> License			Total<br> Intangible<br> Assets
As of June 30, 2022
Cost		3,000,000			1,598,930			-		-			-			4,598,930
Accumulated Amortization		-			-			-		-			-			-
Net book amount	$	3,000,000		$	1,598,930		$	-	$	-		$	-		$	4,598,930
Year ended June 30, 2023
Opening net book amount		3,000,000			1,598,930			-		-			-			4,598,930
Additions		101,033			63,329			-		-			-			164,362
Acquisitions through business combinations		-			-			-		3,819,009			5,045			3,824,054
Effect of changes in foreign exchange rates		-			-			-		26,235			34			26,269
Amortization (i)		-			-			-		(93,247	)		(1,270	)		(94,517	)
Closing net book amount	$	3,101,033		$	1,662,259		$	-	$	3,751,997		$	3,809		$	8,519,098
As of June 30, 2023
Cost		3,101,033			1,662,259			-		3,845,244			5,079			8,613,615
Accumulated Amortization		-			-			-		(93,247	)		(1,270	)		(94,517	)
Net book amount	$	3,101,033		$	1,662,259		$	-	$	3,751,997		$	3,809		$	8,519,098
Year ended June 30, 2024
Opening net book amount		3,101,033			1,662,259			-		3,751,997			3,809			8,519,098
Additions		-			-			1,000,000		-			-			1,000,000
Effect of changes in foreign exchange rates		-			-			-		169,626			168			169,794
Amortization (i)		(105,717	)		(62,335	)		-		(541,345	)		(3,977	)		(713,374	)
Closing net book amount	$	2,995,316		$	1,599,924		$	1,000,000	$	3,380,278		$	-		$	8,975,518
As of June 30, 2024
Cost		3,101,033			1,662,259			1,000,000		4,014,870			5,247			9,783,409
Accumulated Amortization		(105,717	)		(62,335	)		-		(634,592	)		(5,247	)		(807,891	)
Net book amount	$	2,995,316		$	1,599,924		$	1,000,000	$	3,380,278		$	-		$	8,975,518
(i)	The charge of the amortization is included in Administrative expenses and Research and development expenses (see notes 24 and 25).
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F-26

Note 7. Fixed assets

	Chymosin<br> osmosis<br> equipment			Vehicles			Furniture			Storage			Computer<br> equipment			Machinery			Assets<br> under<br> construction		Total <br> Fixed Assets
As of June 30, 2022
Cost		10,617			-			-			-			-			-			-		10,617
Accumulated Depreciation		(1,699	)		-			-			-			-			-			-		(1,699	)
Net book amount	$	8,918		$	-		$	-		$	-		$	-		$	-		$	-	$	8,918
Year ended June 30, 2023
Opening net book amount		8,918			-			-			-			-			-			-		8,918
Acquisitions through business combinations, net		-			25,464			5,154			49,281			2,633			1,055,494			-		1,138,026
Effect of changes in foreign exchange rates		-			176			35			340			(9	)		7,277			-		7,819
Additions		-			-			-			9,143			5,681			-			-		14,824
Depreciation (i)		(1,699	)		(1,603	)		(106	)		(1,160	)		(699	)		(22,238	)		-		(27,505	)
Closing net book amount	$	7,219		$	24,037		$	5,083		$	57,604		$	7,606		$	1,040,533		$	-	$	1,142,082
As of June 30, 2023
Cost		10,617			25,640			5,189			58,764			8,305			1,062,771			-		1,171,286
Accumulated Depreciation		(3,398	)		(1,603	)		(106	)		(1,160	)		(699	)		(22,238	)		-		(29,204	)
Net book amount	$	7,219		$	24,037		$	5,083		$	57,604		$	7,606		$	1,040,533		$	-	$	1,142,082
Year ended June 30, 2024
Opening net book amount		7,219			24,037			5,083			57,604			7,606			1,040,533			-		1,142,082
Effect of changes in foreign exchange rates		-			1,060			223			2,541			(766	)		45,876			-		48,934
Additions		-			-			2,303			3,315			7,121			142,939			2,605		158,283
Depreciation (i)		(1,699	)		(10,039	)		(895	)		(3,610	)		(4,259	)		(156,653	)		-		(177,155	)
Closing net book amount	$	5,520			15,058			6,714			59,850			9,702			1,072,695		$	2,605	$	1,172,144
As of June 30, 2024
Cost		10,617			26,700			7,715			64,620			14,660			1,251,586			2,605		1,378,503
Accumulated Depreciation		(5,097	)		(11,642	)		(1,001	)		(4,770	)		(4,958	)		(178,891	)		-		(206,359	)
Net book amount	$	5,520			15,058			6,714			59,850			9,702			1,072,695			2,605		1,172,144
(i)	The depreciation charge is included in Administrative expenses and Cost of sales (see notes 24 and 26).
---	---

F-27

Note 8. Goodwill

	Goodwill
Year ended June 30, 2022		-
Acquisitions through business combinations		249,725
Effect of changes in foreign exchange rates		1,715
As of June 30, 2023	$	251,440
As of June 30, 2023
Cost		251,440
Accumulated impairment		-
Net book amount		251,440
Year ended June 30, 2024		251,440
Effect of changes in foreign exchange rates		11,092
As of June 30, 2024		262,532
As of June 30, 2024
Cost		262,532
Accumulated impairment		-
Net book amount		262,532

As of June 30, 2024 no goodwill impairment losses were recognized.

Note 9. Leases

The Group has leases of office and warehouse buildings, land, and equipment. Rental contracts are for fixed terms varying between three and five years.

Information about leases for which the Group is a lessee is presented below.

Reconciliation of asset balances:

	Buildings			Equipment			Land		Total
As of June 30, 2022	$	-		$	-		$	-	$	-
Acquisitions through business combinations (i)		-			-			43,507		43,507
Effect of changes in foreign exchange rates		-			-			299		299
As of June 30, 2023	$	-		$	-		$	43,806	$	43,806
Effect of changes in foreign exchange rates		-			-			1,932		1,932
Additions		140,785			380,321			-		521,106
Amortization		(18,771	)		(104,861	)		-		(123,632	)
As of June 30, 2024	$	122,014		$	275,460		$	45,738		443,212
(i)	Through the ValoraSoy acquisition, the Group incorporated a parcel of land for an original amount of $ 43,507. The right-of-use of land is not amortized due to the imminent transfer of ownership of the underlying asset to the Group which has an indefinite useful life.
---	---

F-28

Lease Liabilities

The Group’s lease liabilities are guaranteed by the lessor’s title to the leased assets. As of June 30, 2024 and 2023, the Group maintains the following opened balances:

Reconciliation of lease liability balances:

	Buildings			Equipment			Total
As of June 30, 2023	$	-		$	-		$	-
Book value at the beginning of the year		-			-			-
Additions of the year		140,786			380,321			521,107
Interest expenses		9,589			31,527			41,116
Payments of the year		(15,200	)		(125,136	)		(140,336	)
As of June 30, 2024	$	135,175		$	286,712		$	421,887
	As of <br> June 30,<br> 2024		As of <br> June 30,<br> 2023
---	---	---	---	---
Non-current		248,532		-
Current		173,355		-
Total	$	421,887	$	-

Note 10. Other receivables

	As of <br> June 30, <br> 2024		As of <br> June 30,<br> 2023
Receivables with shareholders (i)		10,149,079		8,763,027
Total Other receivables – Non-current	$	10,149,079	$	8,763,027
(i)	Moolec Science Limited issued an aggregate number of Moolec Science Limited ordinary shares equal to 2,354,069 (or 1,500,000 of Moolec Science SA shares after the transaction) to current individual shareholders of Bioceres S.A., and Bioceres Group PLC, (“New shareholders”) Moolec Science and the new shareholders entered into a subscription agreement (the “shareholders’ subscription agreement”) prior to the transaction pursuant to which Moolec Science Limited agreed to issue 2,354,069 of Moolec Science Limited ordinary shares. The subscription agreement was dated December 22, 2022. The new shareholders agreed to pay an aggregate purchase price of $15,000,000 within 5 years from the date of such subscription agreement. Such shareholders’ subscription agreement accrues an internal rate of return of 13.20%.
---	---

	As of <br> June 30, <br> 2024		As of <br> June 30, <br> 2023
Taxes	$	622,614	$	952,953
Others		387,925		377,224
Total Other receivables - Current	$	1,010,539	$	1,330,177

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

F-29

Note 11. Cash and cash equivalents

For the purposes of preparing the Consolidated Statements of Financial Position and Statement of Cash Flows, the item “Cash and Cash Equivalents” includes cash on hand and in banks and short-term highly liquid investments that can be readily convertible to known amounts of cash and they are subject to insignificant risk of changes in value.

Bank overdrafts are classified as “Financial Debt” in the Consolidated Statement of Financial Position.

Cash and cash equivalents at each end of year, as disclosed in the Consolidated statements of cash flows, may be reconciled against the items related to the Consolidated Statement of Financial Position as follows:

	As of <br> June 30, <br> 2024		As of <br> June 30, <br> 2023
Bank accounts	$	3,295,805	$	2,061,636
Short-term investments		2,093,374		463,594
Cash		749		2,443
Total cash and cash equivalents	$	5,389,928	$	2,527,673

Note 12. Short-term investments

	As of <br> June 30, <br> 2024		As of <br> June 30, <br> 2023
Mutual funds	$	-	$	306,034
Total short-term investments	$	-	$	306,034

Note 13. Trade Receivable

	As of <br> June 30, <br> 2024		As of <br> June 30, <br> 2023
Accounts receivable	$	471,500	$	361,097
Total Trade receivables	$	471,500	$	361,097

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

Note 14. Inventories

	As of <br> June 30, <br> 2024		As of <br> June 30,<br> 2023
Raw materials (*)		4,835,072		179,368
Finished goods		1,444,447		286,380
Total Inventories	$	6,279,519	$	465,748
(*)	On June 14, 2024, Moolec Science SA and Bioceres Crop Solutions Corp. (“BIOX”) signed an agreement under which BIOX sold 15,000 tons of HB4 soybean to Moolec Science SA for an amount of USD 6,600,000 payable in 2026. Later, on September 15, 2024 such payables were exchanged for a convertible note (see note 31).
---	---

F-30

Note 15. Share capital and share premium

As of June 30, 2024, the share capital stock and share premium amounts to $ 69,548,091. The following table sets forth details of the balances as of June 30, 2024 and 2023:


Balance as of June 30, 2022	31,000,000		310,000	-	-		7,290,000	-
Issue of share capital (Moolec Science shares)	1,500,000		15,000	-	-		8,105,000	-
Issue of share capital (SAFE shares)	262,260		2,623	-	-		3,170,723	-
Issue of share capital (LightJump shares)	3,363,810		33,639	-	-		39,610,630	-
Issue of share capital (Backstop shares)	1,201,656		12,017	-	-		7,999,023	-
Issue of share capital	3,519		36	-	-		10,647	-
From business acquisition	-		-	641	-		217,275	-
Equity settled share-based payment	232,523		2,326	2,427	-		593,684	-
Balance as of June 30, 2023	37,563,768		375,641	3,068	-		66,996,982	-
Settlement with shareholders (addition of treasury shares)	(123,166	)	-	-	(1,232	)	-	(303,768	)
Issue of share capital	1,000,000		10,000	-	-		2,162,400	-
Balance as of June 30, 2024	38,440,602		385,641	3,068	(1,232	)	69,159,382	(303,768	)

Share Purchase Agreement

In April 2023, the Company entered into a Share Purchase Agreement with Nomura Securities International, Inc (“Nomura”). The Agreement provides for a committed equity financing facility under which the Company has the option, but not the obligation, to sell up to the equivalent of $50 million in aggregate gross purchase price of its ordinary shares to Nomura over a 36-month period, subject to the terms of the Agreement. The Company intends to use the proceeds from any future sales of securities under the financing facility, if it is utilized, for general corporate purposes.

Sales of ordinary shares to Nomura, and the timing of any such sales, will be determined by the Company from time to time in its sole discretion and will depend on a variety of factors, including, among other things, market conditions, the trading price of the ordinary shares and determinations by the Company regarding the use of proceeds from any sale.

On June 2023, 3,600 shares (equivalent to $10,647) were issued under the Share Purchase Agreement. As of June 30, 2023 only those shares were issued under such Share Purchase Agreement.

On April 23, 2024 the Company issued 1,000,000 shares (equivalent to $ 2,162,400) under the Share Purchase Agreement with Nomura.

Settlement with shareholders (addition of treasury shares)

On December 30, 2022 (the Date of Closing of the Business Combination Agreement or “BCA”) it was signed the “Agreement on Funds Flow”, by which the Sponsor agreed to place 255,000 of its shares in an “Escrow Account” for 12 months after the closing of the BCA, in order to fulfill potential claims that could arise during the 12-month period following the BCA. The 12-month period was then extended for an extra 3-month period.

F-31

On December 27, 2023 it was signed an Agreement by which it was agreed that only 143,319 shares will remain to be held in escrow and, once the customary and mandatory steps that Continental Stock Transfer & Trust (or the “Transfer Agent”) need to perform are completed, 103,166 shares should be transferred from the escrow account to Moolec Science’s (transferred that occurred and shares were recognized as Treasury shares). The Transfer Agent was also instructed to release 20,153 shares that were returned to the Sponsor. Such movements took place on February 26, 2024.

Lastly, on April 10, 2024 the Transfer Agent was instructed to transfer from the escrow account to Moolec Science the 20,000 remaining shares (recognized as Treasury shares)

Note 16. Share based payment

Under the share-based compensation plan, some directors, employees and members of the executive management team as defined by the Board of Directors, were granted share options or restricted stock units (“RSU”) in return for their services to the Group.

As of June 30, 2024, Moolec Science SA had the following shared-based payment arrangements for executives and senior management:

●	Group 1 granted up to 579,078 underlying ordinary shares. The options have an exercise price of $1.52 and expire in December 2030 (except one case in June 2031).
●	Group 2 granted up to 344,555 underlying ordinary shares. The options have an exercise price of $8.00 and expire in December 2030.
---	---
●	Group 3 granted up to 833,333 underlying ordinary shares. The options have an exercise price of $4.25 and expire between January 2033 and March 2034.
---	---

The fair value of the options granted is measured at grant date and recognized in accordance with the requirements of IFRS 2, as an employee benefit expense, with a corresponding increase in equity.

Factor	Group 1			Group 2			Group 3
Fair value of shares (range)	$	1.00		$	1.00		$	1.63-3.21
Exercise price	$	1.52		$	8.00		$	4.25
Expected volatility		70	%		70	%		70	%
Dividend rate		-			-			-
Reference risk-free interest rate		3.00	%		3.00	%		4.25	%
Plan duration		10 years			10 years			10 years
Fair value of stock options at measurement date (range)	$	9.11		$	7.25		$	1.02-2.65

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

Moolec Science estimates an expected rotation of 2.00% annually at constant value, taking into account historical patterns of executives maintaining their jobs and the probability of exercising the options. This estimate is reviewed at the end of each annual or interim period.

F-32

The following table shows the amount and exercise price and the movements of the stock options of directors, executives and managers of the Group for the period ended June 30, 2024 and 2023, respectively:

	June 30, 2024
	Group 1				Group 2				Group 3
	Number of<br> options		Exercise<br> price		Number of<br> options		Exercise<br> price		Number of<br> options			Exercise<br> price
At the beginning		325,826	$	1.52		206,598	$	8.00		700,000		$	4.25
Granted during the period		-		-		-		-		200,000		$	4.25
Forfeited during the period		-		-		-		-		(66,667	)		4.25
Exercised during the period		-		-		-		-		-			-
Expired during the period		-		-		-		-		-			-
At the ending		325,826	$	1.52		206,598	$	8.00		833,333		$	4.25
	June 30, 2023
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	Group 1					Group 2					Group 3
	Number of<br> options			Exercise <br> price		Number of<br> options			Exercise <br> price		Number of<br> options		Exercise <br> price
At the beginning		-			-		-			-		-		-
Granted during the period		579,078		$	1.52		346,555		$	8.00		700,000	$	4.25
Forfeited during the period		-			-		-			-		-		-
Exercised during the period		(253,252	)	$	1.52		(139,957	)	$	8.00		-		-
Expired during the period		-			-		-			-		-		-
At the ending		325,826		$	1.52		206,598		$	8.00		700,000	$	4.25

The charge of the stock options recognized during the year ended on June 30, 2024 and 2023, was $ (881,022) and $ (508,149). The charge of the RSUs recognized during the year ended on June 30, 2024 and 2023, was $ (863,330) and $ (577,047).

Note 17. Accounts Payable

	As of<br> June 30,<br> 2024		As of<br> June 30,<br> 2023
Related parties (1)		7,600,000		-
Total Accounts payable – Non-Current	$	7,600,000		-

On June 14, 2024, Moolec Science SA and Bioceres Crop Solutions Corp. (“BIOX”) signed an agreement under which BIOX sold 15,000 tons of HB4 soybean to Moolec Science SA for an amount of USD 6,600,000 payable in 2026. Later, on September 15, 2024 such payables were exchanged for a convertible note (see note 31). Additionally, on June 29, 2024, Moolec Science SA entered into an exclusive Technology Access License Agreement with BIOX for USD 1,000,000, granting Moolec Science SA the right to use BIOX’s HB4 technology for a period of 5 years.

	As of<br> June 30,<br> 2024		As of<br> June 30,<br> 2023
Accruals		1,351,057		787,010
Trade payables		873,534		2,339,087
Related parties (i)		568,835		774,460
Transaction expenses payable		621,260		3,579,057
Total Accounts payable - Current	$	3,414,686	$	7,479,614

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

(i)	The details of the related parties payables are included in Related Party (see note 28)

F-33

Note 18. Other liabilities

	As of <br> June 30,<br> 2024		As of<br> June 30,<br> 2023
Investment in associate		19,940		-
Other		176,571		175,312
Total Other liabilities – Non-Current	$	196,511	$	175,312

	As of <br> June 30,<br> 2024		As of<br> June 30,<br> 2023
Related parties (i)		794,301		677,000
Wages		288,213		221,141
Taxes		134,212		23,334
Deferred payment related to Business Combination		-		492,799
Others		234,367		271,371
Total Other liabilities – Current	$	1,451,093	$	1,685,645

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

(i)	The details of the related parties payables are included in Related Party (see note 28)

Note 19. Financial debt

	As of<br> June 30,<br> 2024		As of<br> June 30,<br> 2023
Financial Debt denominated in US Dollars (i)		10,940,000		-
Financial Debt denominated in Argentine Pesos		763,708		99,046
Total Financial debt – Non-Current	$	11,703,708	$	99,046
	As of <br> June 30,<br> 2024		As of<br> June 30,<br> 2023
---	---	---	---	---
Financial Debt denominated in US Dollars		1,768,715		2,028,500
Financial Debt denominated in Argentine Pesos		786,968		517,743
Total Financial debt – Current	$	2,555,683	$	2,546,243

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

(i)

On October 15, 2023, Moolec Science has entered into an agreement to issue a convertible note due 2026 to Invim Corporativo S.L. As of June 30, 2024, the Company has received USD 10,000,000 related to such convertible note. (see note 28) Additionally, the Company signed additional convertible notes for USD 940,000 between October 2023 and June 30, 2024 with local farmers and jointly with the convertible note with Invim Corporativo S.L., are referred to as “the Notes”.

The Notes have a term of three years with an early conversion option with a strike price of US $6.00 per share. If the early conversion option is exercised, Moolec Science will have the option to pay the outstanding amount at that date using shares, cash or a combination of both. Initial interest rate on the notes is of 5% per annum payable annually in cash in arrears on anniversary of the date of the notes and on the maturity date, however Moolec Science will have the option at each payment date to capitalize the interest accrued. After the remaining cash payment made during 2024 the interest rate was increased to 10% per annum. Lastly, as per the convertible note with Invim Corporativo S.L., after the in-kind contribution, when received, the interest rate will be calculated in accordance with a formula included in the agreement.

At maturity, Moolec Science will hold the option to deliver ordinary shares, cash, or a combination of cash and ordinary shares.

F-34

The terms and conditions of outstanding loans are as follows:

Entity	Currency of<br>denomination	Nominalinterestrate	Date ofmaturity
Convertible Notes		5% - 10%	15/10/2026 - 05/12/2026	11,550,354
Banco Macro– Pre financing of exports	ARS	48% (*)	13/12/2024	61,126
Banco Galicia - bank overdrafts	ARS	58% (*)	30/06/2024	26,100
Banco Galicia – loans	ARS	47% - 138% (*)	01/08/2024 - 03/04/2028	278,685
Banco Cordoba- loans	ARS	48% (*)	03/05/2025	104,146
Banco Supervielle- loans	ARS	35% (*)	14/05/2029	133,665
Banco Santander - loans	ARS	25% - 58% (*)	03/09/2026 - 17/06/2030	553,615
Banco Macro - loans	ARS	108% (*)	08/03/2024 - 14/03/2024	377,811
Rizobacter		10%	25/09/2024	369,439
Promissory notes		7.75% - 11.5%	17/12/2024 – 12/05/2025	804,450

All values are in US Dollars.

Entity	Currency of<br>denomination	Nominalinterestrate	Date ofmaturity
Banco Macro – pre-financing of exports	ARS	67% - 88% (*)	17/07/2023 – 27/12/2023	173,236
Banco Nacion – pre-financing of exports		2%	06/10/2023	28,635
Banco Cordoba– Pre financing of exports	ARS	55% - 88% (*)	11/01/2023 – 26/06/2023	156,057
Banco Galicia - bank overdrafts	ARS	144% (*)	30/06/2023	18,849
HSBC Bank– bank overdrafts	ARS	108% (*)	30/06/2023	4,625
Banco Santander – bank overdrafts	ARS	161% (*)	30/06/2023	44,446
Banco Galicia – loans	ARS	35% - 85% (*)	21/08/2023 – 25/01/2024	33,728
HSBC Bank - loans	ARS	64% (*)	27/07/2023	14,940
Banco Santander - loans	ARS	50% - 57% (*)	03/09/2026 – 04/03/2027	118,185
Banco Macro – loans	ARS	54% (*)	12/07/2023	1,257
Promissory notes		0%	22/05/2024 – 25/06/2024	2,000,000
Asociación Mutual AMA - loans	ARS	53% (*)	10/07/2023 – 10/04/2024	51,331

All values are in US Dollars.

(*)	Interest rates of our outstanding loans in ARS, correspond to market rates in the country of incorporation of the subsidiary in Argentina, which deems to be a hyperinflationary economy.

F-35

Note 20. Warrants liabilities

Each of the Warrants to purchase an aggregate of 11,110,000 Ordinary Shares are exercisable to purchase one Ordinary Share and only whole warrants are exercisable. The exercise price of the Warrants is $11.50 per share. A Warrant may be exercised only during the period commencing on the date of the consummation of the transactions contemplated by the Business Combination Agreement and terminating on the earlier to occur of: the date that is five (5) years after the date on which the Business Combination is completed or the liquidation of the Company. Redemptions of warrants for cash once the public warrants become exercisable, may be redeemed (i) in whole and not in part, (ii) at a price of $0.01 per warrant, (iii) upon not less than 30 days’ prior written notice of redemption to each warrant holder, and (iv) if, and only if, the reported last sale price of the Ordinary Shares equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending three business days before sending the notice of redemption to each warrant holder. If the public warrants are called for redemption for cash, management will have the option to require all holders that wish to exercise the public warrants to do so on a “cashless basis”. The private warrants will be treated identical to the public warrants.

Considering that the fair value as of June 30, 2024, and 2023, is $0.0500 and $0.0799 per ordinary share respectively, the valuation of warrants is the following:

	As of<br> June 30,<br> 2024			As of <br> June 30,<br> 2023
At the beginning of the year	$	887,689		$	-
Issued by the SPAC		-			1,666,500
Fair value remeasurement (Gain)		(332,189	)		(778,811	)
At the end of the year	$	555,500		$	887,689

Note 21. Deferred tax and Income tax

The roll forward of net deferred tax as of June 30, 2024 and 2023 is as follows:

	2024			2023
Balance at beginning of year	$	1,071,807		$	-
Incorporated through the business combination		-			1,297,436
Credited to profit & loss		(1,046,985	)		(234,542	)
Charged to Other Comprehensive Income		47,274			8,913
Balance at year end	$	72,096		$	1,071,807

Principal statutory taxes rates in the countries where the Group operates for all the years presented are:

Tax Jurisdiction	2024	2023
Argentina	25% - 35%	25%-35%	-
Luxembourg	15% - 17%	15% - 17%	-
United Kingdom	19%	19%	19	%

Reconciliation of effective tax rate

The Group’s reconciliation of the effective tax rate is based on its domestic tax rate, with a reconciling item in respect of tax rates applied by Group companies in other jurisdictions.

F-36

The tax rate used for 2024 represents the corporate tax rate of 15% from Luxembourg on the taxable income payable by the Group, in accordance with the tax laws of said jurisdiction. Income tax for other jurisdictions is calculated based on the substantially enacted nominal tax rates prevailing in the respective jurisdictions.

	As of<br> June 30,<br> 2024			As of<br> June 30,<br> 2023			As of<br> June 30,<br> 2022
Loss before tax	$	(8,359,245	)	$	(52,023,422	)	$	(4,526,905	)
Corporate tax rate		15	%		15	%		19	%
Income tax (benefit)/expense		1,253,887			7,803,513			860,112
Effect of difference tax rates subsidiaries operating in other jurisdictions		324,182			428,506			-
Tax losses (i)		(1,921,890	)		(1,631,947	)		(860,112	)
Non-deductible expenses - listing cost		-			(6,405,759	)		-
Net gain on inflation effect on monetary items		738,674			52,914			-
Income tax inflation adjustment		524,342			(35,826	)		-
Others		127,790			23,141			-
Tax benefit for the year	$	1,046,985		$	234,542		$	-
(i)	Deferred tax assets have not been recognized, because it is not probable that future taxable profit will be available against which the Group can use the benefits therefrom
---	---

Deferred tax

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

Net deferred tax liabilities are comprised of the following amounts:

	As of <br> June 30,<br> 2024		As of<br> June 30,<br> 2023
Deferred tax asset
Tax loss carry-forward		777,515		292,267
Other tax receivables		6,892		-
Total other receivables	$	784,407	$	292,267
Deferred tax liability
Customer relationship		845,069		1,346,374
Fixed assets		11,434		-
Other tax liabilities		-		17,700
Total deferred tax liability	$	856,503	$	1,364,074
Net deferred tax liability	$	72,096	$	1,071,807

F-37

The following table shows the expiration date of the recognized accumulated tax loss carryforwards pursuant to statutes of limitations:

Fiscal year		Tax-loss<br> carry<br> forward	Deferred <br> tax asset		Expiration<br> date
2022		3,086		771	2027	Argentina
2023		1,806,586		451,646	2028	Argentina
2024		1,300,390		325,098	2029	Argentina
Total	$	3,110,061	$	777,515

Unrecognized deferred tax assets

As of June 30, 2024, 2023 deferred tax assets relating to the operating company in the UK, Luxembourg and Argentina (Moolec Science S.E.) aren’t recognized because it is not probable that future taxable amounts will be available to utilize those temporary differences and losses. Therefore, in the present Consolidated Financial Statements, the Company decided not to recognize deferred income tax assets generated by the tax loss carry forward for the periods ended on June 30, 2024 and 2023 for the amounts of $1,921,890 and $ 7,601,790 respectively.

Deferred tax assets have not been recognized in respect of the following items, because it is not probable that future taxable profit will be available against which the Group can use the benefits therefrom:

	2024				2023
Tax losses per country	Grossamount		Tax effect		Grossamount		Tax effect
United Kingdom (1)		15,405,401		2,927,026		11,536,344		2,191,905
Luxembourg (2)		46,434,435		6,965,165		42,751,716		6,412,757
Argentina		2,791,314		697,829		253,868		63,468
Total		64,631,150		10,590,020		54,541,928		8,668,130
(1)	In the UK losses may be carried forwards indefinitely. The use of carried forwards losses is restricted to 50% of profits above a groupwide GBP 5 million allowances per year.
---	---
(2)	In Luxembourg losses may be carried forward for 17 years.
---	---

Note 22. Financial income / expenses

	For the year ended
	June 30, <br> 2024			June 30, <br> 2023			June 30,<br> 2022
Financial Costs
Interest and commissions expense		(1,124,302	)		(160,035	)		(2,130	)
Lease liability interest		(41,116	)		-			-
Total Financial Costs	$	(1,165,418	)	$	(160,035	)	$	(2,130	)
Other financial results
Exchange rate (losses)		(3,423,303	)		(1,386,599	)		(12,342	)
Inflation adjustment		2,954,698			245,989			-
Interest income (Shareholders’ loan)		1,386,052			693,027			-
Investment results		552,797			1,009,318			-
Net fair value gain of warrant liabilities		332,189			778,811			-
Change in fair value of Simply Agreement for Future Equity (“SAFE”)		-			(313,346	)		(860,000	)
Other		66,531			3,325			-
Total Other financial results		1,868,964			1,030,525			(872,342	)
Total net financial income / (expenses)	$	703,546		$	870,490		$	(874,472	)

F-38

Note 23. Other operating expense

	For the year ended
	June 30, <br> 2024			June 30, <br> 2023			June 30,<br> 2022
Taxes, duties and penalties		(41,883	)		(62,263	)		-
Miscellaneous expenses		(30,834	)		(31,944	)		(38,985	)
Total other operating expense	$	(72,717	)	$	(94,207	)	$	(38,985	)

Note 24. Administrative expenses

	For the year ended
	June 30, <br> 2024			June 30, <br> 2023			June 30,<br> 2022
Equity settled share-based payment (1)		(2,233,257	)		(1,166,755	)		(838,576	)
Audit, legal and accountancy fees		(1,791,618	)		(2,024,611	)		(1,355,046	)
Payroll expenses		(831,523	)		(841,580	)		(254,215	)
Insurance		(755,681	)		(429,208	)		-
Amortization of intangible assets (1)		(545,322	)		(92,818	)		-
Professional fees		(540,333	)		(137,873	)		-
Taxes		(404,072	)		(915	)		-
Travel expenses		(135,554	)		(102,305	)		(52,532	)
Depreciation of fixed assets		(18,803	)		(4,107	)		-
Depreciation of right-of-use asset		(18,771	)		-			-
Other office and administrative expenses		(247,916	)		(8,483	)		(22,861	)
Total administrative expenses	$	(7,522,850	)		(4,808,655	)	$	(2,523,230	)
(1)	Non-cash items increased from June 2023 to June 30, 2024 to the accrual on a stagger basis for the equity settled share-based payment of six months in 2023 versus twelve months in 2024, also the amortization of intangible assets mainly comprised by the client relationship which in 2023 only included two months (since the acquisition of ValoraSoy) while in 2024 twelve months were recognized.
---	---

Note 25. Research and development expense

	For the year ended
	June 30, <br> 2024			June 30,<br> 2023			June 30,<br> 2022
Professional fees		(1,368,678	)		(886,628	)		(373,259	)
Amortization of intangible assets		(168,051	)		-			-
Laboratories’ related expenses		(111,592	)		(434,551	)		(449,442	)
Depreciation of right-of-use assets		(104,861	)		-			-
Depreciation of fixed assets		(13,648	)		(1,699	)		(1,699	)
Other research and development expenses		(5,443	)		(28,339	)		(160,758	)
Total Research and development expenses	$	(1,772,273	)	$	(1,351,217	)	$	(985,158	)

F-39

Note 26. Cost of sales

	For the year ended
	June 30, <br> 2024			June 30, <br> 2023			June 30,<br> 2022
Inventories at beginning		(465,748	)		-			-
Inventories incorporated through the business combination		-			(532,231	)		-
Purchases		(9,465,791	)		(788,751	)		-
Production costs
Payroll and professional fees		(683,987	)		(121,285	)		-
Maintenance, energy and fuel related to fixed assets		(393,872	)		(77,495	)		-
Depreciation		(144,704	)		(23,398	)		-
Other production costs		(257,413	)		(31,050	)		-
Sub-total production costs		(1,479,976	)		(253,228	)		-
Foreign currency translation		(20,547	)		60,108			-
Sub-total		(11,432,062	)		(1,514,102	)		-
Inventories as of the end		6,279,519			465,748			-
Cost of sales		(5,152,543	)		(1,048,354	)		-

Note 27. Net loss per share

The Group’s basic and diluted loss per ordinary share are the same because the Group has generated net loss to ordinary shareholders. The following table presents the calculation of basic and diluted loss per ordinary share for the year ended on June 30, 2024, 2023 and 2022 as follows:

Numerator	June 30, <br> 2024			June 30, <br> 2023			June 30, <br> 2022
Loss for the year, attributable to the owners of the Group		(7,312,260	)		(51,788,880	)		(4,526,905	)
Loss attributable to the ordinary shareholders		(7,312,260	)		(51,788,880	)		(4,526,905	)

Weighted-average number of ordinary shares (basic and diluted)

Denominator	June 30, <br> 2024		June 30, <br> 2023		June 30, <br> 2022
Weighted-average number of ordinary shares		37,870,351		34,466,258		31,000,000
Net loss attributable to ordinary shareholders per share	June 30, <br> 2024			June 30, <br> 2023			June 30, <br> 2022
---	---	---	---	---	---	---	---	---	---
Basic and Diluted		(0.19	)		(1.50	)		(0.15	)

Note 28. Related parties

Balances and transactions between the Group entities, which are related parties, have been eliminated on consolidation and are not disclosed in this note. Transactions between the Group and its directors and/or executive board members and the Company and the Parent are disclosed below.

Transactions with key management personnel

Key management personnel compensation comprised:

In USD ($)	June 30, <br> 2024		June 30, <br> 2023		June 30,<br> 2022
Short-term employee benefits		621,330		39,250		96,437
Share based payment		529,397		904,861		838,576

F-40

Other Related Party Transactions

In USD ($)	Note
Share based payment
Key management			529,397	904,861	838,576
CFO Shares Alloted			-	364,014	-
Issue of additional shares
Issue of share capital			-	15,000	-
Issue of share premium			-	39,610,630	-
Expenses paid on behalf of the company
Parent of BG Farming Technologies - Bioceres S.A.			-	-	265,810
100% Subsidiary of Bioceres S.A. – Bioceres LLC		(i)	-	238,121	156,760
Services provided by other companies			-
Bioceres Crop Solutions Corp		(ii)	7,600,000	-	-
Invim Corporativo S.L.		(iii)	10,000,000	-	-
30% owned by Bioceres S.A. - INMET S.A.- Ingenieria Metabolica S.A.		(iv)	26,745	286	252
98.6% owned by Bioceres S.A – INDEAR S.A. – Instituto de Agrobiotecnologia Rosario		(v)	49,805	258,279	57,047
Owned by Bioceres S.A. - Agrality Inc.		(vi)	-	5,000	85,435
Founded and operated by the Company’s CPO - Future Foods B.V.		(vii)	48,780	85,880	94,857
Union Group Ventures Limited		(viii)	-	-	675,000
THEO I SCSp			-	-	1,500,000
(i)	Expenses paid by Bioceres LLC on behalf of the Company.
---	---
(ii)	On June 14, 2024, Moolec Science SA and Bioceres Crop Solutions Corp. (“BIOX”) signed an agreement under which BIOX sold 15,000 tons of HB4 soybean to Moolec Science SA for an amount of USD 6,600,000 payable in 2026. Later, on September 15, 2024 such payables were exchanged for a convertible note (see note 31). Additionally, on June 29, 2024, Moolec Science SA entered into an exclusive Technology Access License Agreement with BIOX for USD 1,000,000, granting Moolec science SA the right to use BIOX’s HB4 technology for a period of 5 years.
---	---
(iii)	On October 15, 2023, Moolec Science has entered into an agreement to issue a convertible note due 2026 to Invim Corporativo S.L. As of June 30, 2024, the Company has received USD 10,000,000 related to such convertible note.
---	---
(iv)	The Company entered into an agreement with INMET S.A.- Ingenieria Metabolica S,A through which it would receive research services in exchange for payment.
---	---
(v)	The Company entered into an agreement with INDEAR S.A.- Instituto de Agrobiotecnologia Rosario where it would receive research services in exchange for payment.
---	---
(vi)	The Company entered into an agreement with Agrality Inc, for the provision of services.
---	---
(vii)	The Company entered into an agreement with Future Foods B.V. for the provision of services.
---	---
(viii)	The Company entered into an agreement with Union Group Ventures Limited which accrues an interest expense.
---	---

F-41

Other Related Party Balances

In USD ($)
Bioceres Crop Solutions Corp	(7,600,000	)	-
100% Subsidiary of Bioceres S.A. - Bioceres LLC	(491,894	)	(623,629	)
Invim Corporativo S.L.	(10,572,772	)	-
Union Group Ventures Limited	(794,301	)	(677,000	)
Founded and operated by the Company’s CPO - Future Foods B.V.	(47,199	)	(78,337	)
Agrality Inc.	(26,750	)	-
INDEAR S.A.	(2,992	)	(72,494	)

Note 29. Cashflow information

Disclosure of changes in liabilities arising from financing activities:

	Financing activities
	Borrowings			Convertible<br>Notes	Total
Financial debts as of June 30, 2022
Proceeds from borrowings		2,171,830				2,171,830
Proceeds from Valorasoy acquisition		1,295,553				1,295,553
Payment of loans		(876,769	)			(876,769	)
Interest payments		(24,098	)			(24,098	)
Exchange differences, currency translation differences and other financial results		78,773				78,773
Financial debts as of June 30, 2023	$	2,645,289			$	2,645,289
Proceeds from borrowings		2,591,780				2,591,780
Proceeds from issuance of Convertible Notes		-				10,940,000
Payment of loans		(2,512,486	)			(2,512,486	)
Interest payments		(535,007	)			(535,007	)
Exchange differences, currency translation differences and other financial results		1,129,815				1,129,815
Financial debts as of June 30, 2024	$	3,319,391			$	14,259,391

All values are in US Dollars.

Note 30. Financial instruments

30.1 Financial risk management

The Group’s activities are subject to several financial risks: market risk (including the exchange rate risk, the interest rate risk and price risk), credit risk and liquidity risk.

The following matters have been considered by Management in determining the appropriateness of the going concern basis of preparation of the accompanying Consolidated Financial Statements.

a)	Credit risk

Credit risk is the risk of financial loss to the Group if the counterparty to a financial instrument fails to meet its contractual obligations. Financial instruments held by the Group that are potentially subject to concentration of credit risk are primarily cash and receivables. Management believes that the credit risk concentrating with respect to cash and amounts receivable is remote.

F-42

The following table sets forth details of the age of trade receivables and other receivables:

As at	June 30,<br> 2024		June 30,<br> 2023
To due become
Up to 3 months	$	471,500	$	450,728

The Group sells its products to a diverse base of customers. Customers include multi-national and local agricultural companies, distributors, and farmers.

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

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

b)	Liquidity risk

Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations affiliated with its financial liabilities that are settled by delivering cash or another financial asset. The Group’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group’ s reputation. Given the Group’s financial position as of June 30, 2024, total current financial assets $ 6,871,967 as compared to total financial liabilities of $ 26,921,679 management expects that the Group will be able to provide the capital needed to keep the Group liquid and able to fulfill its short-term obligations. Group’s financial position as of June 30, 2023, total current financial assets $4,524,981 as compared to total financial liabilities of $11,985,860.

The Company continuously monitors and reviews its actual and forecasted cash flows and manages liquidity risk by maintaining adequate cash and cash equivalents, by utilizing term loans and by monitoring developments in the capital markets.

The table below analyzes the Company’s financial liabilities into relevant maturity groupings based on the remaining period at the balance sheet to the contractual maturity date.

	Maturity date
	Within 1<br> year or on<br> demand		Between 1<br> and 2 years		Between 2<br> and 5 years		More than <br> 5 years		Without any<br> established<br> term		Total
June 30, 2024
Trade Payables		3,414,686		-		10,115,600		-		-		13,530,286
Other liabilities		1,471,033		181,768		-		-		-		1,652,801
Financial debts		2,351,893		402,781		15,109,288		-		-		17,863,962
Subtotal	$	7,237,612	$	584,549	$	25,224,888	$	-	$	-	$	33,047,049
Warrant		555,500		-		-		-		-		555,500
Subtotal		555,500		-		-		-		-		555,500
Total	$	7,793,112	$	584,549	$	25,224,888	$	-		-		33,602,549
June 30, 2023
Trade Payables		7,479,614		-		-		-		-		7,479,614
Other liabilities		1,776,438		180,197		-		-				1,956,635
Financial debts		2,578,100		72,831		108,638		-		-		2,759,569
Subtotal	$	11,834,152	$	253,028	$	108,638	$	-	$	-	$	12,195,818
Warrant		887,689		-		-		-		-		887,689
Subtotal		887,689	$	-	$	-	$	-	$	-	$	887,689
Total	$	12,721,841	$	253,028	$	108,638	$	-	$	-	$	13,083,507

F-43

c)	Market risk

Market risk is the risk that changes in market prices -e.g. foreign exchange rates, interest rates and equity prices -will affect the Group’s income or the value of its holdings of financial instruments including commodity prices and foreign currency exchange rates. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return.

Commodity risk

In the normal course of its business, the Company is exposed to risk resulting from fluctuations in the market prices of commodities. The Company does not engage in transactional hedging of its commodity price risk.

Foreign currency exchange risk

The Company is exposed to foreign exchange risk as a result of transactions being conducted in currencies other than the functional currency of each of the Company and its subsidiaries.

The Company has not entered into transactions that seek to hedge or mitigate its exposure to exchange rate fluctuations.

The carrying amounts of the Group’s foreign currency denominated monetary assets and monetary liabilities at the reporting date are as follows:

	Assets				Liabilities
Currency	2024		2023		2024		2023
Argentine pesos		156,291		765,690		292,203		50,073
U.S. Dollar		695,307		368,186		1,491,998		2,227,751
Pound sterling		24		22,062		12,647		-
Euro		-		-		167,072		-

The following table details sensitivity to a 10% increase and decrease in the functional currency of each of the companies against the relevant foreign currencies. The sensitivity analysis includes only the outstanding monetary items denominated in foreign currency and adjusts its conversion at the end of the period for a 10% change in exchange rates.

	(+10%) Impact to profit or loss before tax				(-10%) Impact to profit or loss before tax
	Assets				Liabilities
Currency	2024		2023		2024			2023
Argentine pesos		15,629		76,569		(29,220	)		(5,007	)
U.S. Dollar		69,531		36,819		(149,200	)		(222,775	)
Pound sterling		2		2,206		(1,265	)		-
Euro		-		-		(16,707	)		-

F-44

d)	Fair value risk

Financial assets and liabilities are recognized when an entity of the Group becomes party to the contractual provisions of an instrument. The Company applies a hierarchy to classify valuation methods used to measure financial instruments carried at fair value. Levels 1 to 3 are defined based on the degree to which fair value inputs are observable and have a significant effect on the recorded fair value, as follows:

Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2: Valuation techniques use significant observable inputs, either directly (i.e., as prices) or indirectly (i.e., derived from prices), or valuations are based on quoted prices for similar instruments; and

Level 3: Valuation techniques use significant inputs that are not based on observable market data (unobservable inputs).

The following represents the carrying value and fair value of the Company’s financial instruments and non-financial derivatives:

Recurring measurements	Note	As of June 30,2024			As of June 30,2023
Financial Assets
Amortized costs
Cash and cash equivalents	(i)		3,296,554			2,064,079
Trade and other receivables	(i)		11,631,118			10,454,301
Fair value through profit or loss
Cash and cash equivalents	(ii)		2,093,374			463,594
Short-term investments	(ii)		-			306,034
Total financial assets		$	17,021,046		$	13,288,008
Financial Liabilities
Amortized costs
Trade and other payables	(i)		12,662,290			9,340,571
Financial debts	(i)		14,259,391			2,645,289
Lease liabilities	(i)		421,887			-
Fair value through profit or loss
Warrant liabilities	(ii)		555,500			887,689
Total financial liabilities		$	27,899,068		$	12,873,549
Net financial (liability) / asset		$	(10,878,022	)	$	414,459
(i)	Cash, short-term investments, trade and other receivables, prepayments, trade and other payables, financial debts and lease liabilities are recorded at carrying value, which approximates fair value due to their short-term nature and generally negligible credit losses.
---	---
(ii)	Fair value of cash equivalent, short-term investment and warrants has been determined using the quoted market price at the year end (level 1).
---	---
e)	Interest rate risk
---	---

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

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

F-45

Fixed-rate instruments	As of<br> June 30,<br> 2024			As of <br> June 30,<br> 2023
Current financial liabilities		(2,555,683	)		(2,546,243	)
Non-current financial liabilities		(11,703,708	)		(99,046	)

Holding all other variables constant, including levels of our external indebtedness, as of June 30, 2024 a 10% increase/(decrease) in interest rates would increase/(decrease) interest payable by 360,457/ (360,457).

f)	Capital risk management

The Company includes as its capital its share capital and accumulated deficit and has no externally imposed capital requirements. The Company’s objectives in managing capital are to safeguard cash as well as maintain financial liquidity and flexibility in order to preserve its ability to meet financial obligations, deploy capital to develop its mining properties and to maintain investor, creditor and market confidence to sustain the future development of the business. The Company manages its capital structure and makes adjustments as needed, in order to have funds available to support its activities. Management reviews its capital management approach on an ongoing basis.

The Company’s financial strategy is designed to maintain a capital structure consistent with the objective stated above and to respond to business growth opportunities and changes in economic conditions, In order to maintain or adjust its capital structure, the Company may, from time to time, issue new shares, acquire or dispose of assets or adjust its capital spending to manage its ability to continue as a going concern. (Note 2.5).

Note 31. Events after the reporting period

Management has considered subsequent events through the date these consolidated financial statements were issued.

On July 15, 2024, Moolec Science entered into an offtake agreement (the “Offtake Agreement”) with a leading global consumer packaged goods and pet food company for the use of our GLA Safflower Oil product, GLASO™. The Offtake Agreement has a term of three years and outlines commercial conditions for the delivery of 50 tons of GLASO™ to the US market in 2025. In connection to the Offtake Agreement, Moolec Science have entered into partnerships with farmers for safflower cultivation and an industrial partner for downstream processing, ensuring a controlled and traceable supply chain for GLASO™.

On August 6, 2024, Moolec Science Limited SE, our Argentine branch, entered into a collaboration agreement (the “Bunge Collaboration Agreement”) with Bunge Argentina SA (“Bunge”), a subsidiary of Bunge Global SA. The Bungee Collaboration Agreement aims to develop new safflower varieties designed to improve productivity for specific applications, such as biofuels

On September 17, 2024, Moolec Science issued convertible notes to BIOX in exchange for the non-current accounts payable related to the purchase of HB4 soybean equivalent to $6.6 million. The convertible note has a term of three years with an early conversion option. If the early conversion option is exercised, Moolec Science will have the option to pay the outstanding amount at that date using shares, cash or a combination of both. The interest rate of the note will be calculated on a quarterly basis, and will be the 10% of the actual delivery value divided the total amount of the note. The interest will be payable annually in cash in arrears on anniversary of the date of the notes and on the maturity date, however the Company will have the option at each payment date to capitalize the interest accrued.

Starting in April 2025, the Company will have a quarterly option to request additional deliveries of HB4 ® soy in an amount equivalent to $1 million, and therefore, will have to issue additional notes in connection with this option if the option is exercised.

On September 20, 2024, the Board of Directors of the Company approved the 2024 Omnibus Equity Incentive Plan (the “Incentive Plan”), to attract and retain the best available personnel, provide additional incentives to employees, directors and consultants and to promote the success of our business. Under the Incentive Plan, the maximum aggregate number of ordinary shares that may be issued pursuant to all awards is a number of Ordinary Shares equal to up to 13% of our issued and outstanding capital stock on a fully diluted basis. The Incentive Plan allows the Company to establish the terms and conditions of the equity awards granted thereunder. Previously, the Company had adopted the Moolec Limited Employee Share Plan as our share option plan, approved by the Board of Directors of the Company on December 20, 2023.

F-46

Note 31.1. Going concern

On April 17, 2025, the Company, Bioceres Group Limited (formerly, Bioceres Group PLC, one of the main shareholders of the Company) (“Bioceres Group”), Gentle Technologies Corp (“Gentle Tech”), and Nutrecon LLC (“Nutrecon”) entered into a business combination agreement (the “Bioceres Group Business Combination Agreement”), pursuant to which several parties transferred their respective holdings in Bioceres Group, Nutrecon and Gentle Tech (together, the “Contributed Entities”) to the Company, in exchange of a combination of newly issued Company’s shares, and warrants, to the shareholders of the Contributed Entities. Following the closing, Moolec became the legal parent company of the combined group comprising Bioceres Group, Gentle Tech, and Nutrecon.

On June 18, 2025, Bioceres Crop Solutions Corp. (“BIOX”), a public company controlled until that date by Bioceres Group Limited, entered into an amendment with the Secured Notes’ holders by which the holders of the Secured Notes waived the breach of covenants that lead to the default of the debt (specifically, the breach of covenants related to the Consolidated Total Net Leverage Ratio (determined as the ratio of (a) Consolidated Total Net Debt as of the last day of such Test Period to (b) Consolidated EBITDA of the Issuer and its Subsidiaries for such Test Period) of 3.75x as of March 31, 2025). retrospectively modifying the required Consolidated Total Net Leverage Ratio to 5x Consolidated Total Net Leverage Ratio, and extended the maturity of the Secured Notes to August 31, 2027. In accordance with the terms of the amendment, effective June 24, 2025, Gloria Montaron Estrada, Enrique Lopez Lecube and Keith McGovern were replaced in BIOX’s Board of Directors by Milen Marinov, Noah Kolatch and Scott Crocco, who were nominated by certain holders of the Secured Notes. BIOX agreed, for so long as the Secured Notes remain outstanding, to continue to nominate Messrs Marinov, Kolatch and Crocco (or such other persons as may nominated as their replacements) for additional terms as directors.

The effect of the changes in the terms of the Secured Notes of BIOX, one of the former subsidiaries of Bioceres Group Limited, resulted in the loss of de facto control of that subsidiary and consequently, its deconsolidation from Bioceres Group Limited.

While BIOX was able to resolve the uncertainties regarding its financial plan through this agreement, as a result of the loss of control over BIOX, access to financing that Bioceres S.A., its wholly owned subsidiary Bioceres LLC, Bioceres Group Limited and Moolec Science SA had until then was restricted or limited.

The defaults by Bioceres S.A. and Bioceres LLC do not have implications in other debts as there are no cross-default clauses on the remaining financial debt of the Group.

The Company had the financial support of its main shareholders and considering the aforementioned events that derived in the loss of the financial support that was previously provided by Bioceres Group (and who is also no longer a shareholder of the Company), and, consequently, raise a material uncertainty which may cast significant doubt (or raise substantial doubt as contemplated by PCAOB standards) about the ability of Moolec Science SA to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty. Currently, the Group lacks sufficient financial resources to meet its obligations or fully implement its business plan. Without securing additional capital, or achieving a successful financial restructuring process, the Group will not be able to sustain its operations.

Management has plans to address the Group’s financial situation as follows:

·	Currently management is working on the financial<br>restructuring process of Bioceres S.A.’s outstanding debt, proposing among other alternatives the extension of the maturity of current<br>debt and the use of the Group’s cash inflows from operating activities, as well as obtaining the necessary capital to fully execute<br>the Group’s business plan.
·	Management expects that certain shareholders<br>and/or investors will continue or commence to provide new financing lines.
---	---
·	A dedicated Restructuring Committee has been<br>established to address and implement the aforementioned financial restructuring process.
---	---

The accompanying consolidated financial statements do not include any adjustments that may be required to address the potential impacts on the recoverability and classification of assets or the amounts and classifications liabilities, should the Group be unable to continue as a going concern.

F-47

Exhibit 99.3

BIOCERES GROUP PLC

Registration number: 13310943

BIOCERESGROUP PLC

Consolidated financial statementsas ofJune 30, 2024 and 2023 and for theyears ended June 30, 2024, 2023 and 2022.

BIOCERES GROUP PLC

Registration number: 13310943

Contents

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

Report of Independent Registered Public AccountingFirm

To the Board of directors and shareholders of Bioceres Group Limited

Opinion on the Financial Statements

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

Substantial Doubt about the Company’sAbility to Continue as a Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 21.1 to the consolidated financial statements, as a result of the default situations described, the Company has lost control over Bioceres Crop Solutions Corp., which had an impact on the Company’s access to financing. These events or conditions raise substantial doubt on the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 21.1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

Critical Audit Matters

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

Price Waterhouse & Co. S.R.L.

Bouchard 557, piso 8°

C1106ABG - Ciudad Autónoma de Buenos Aires, Argentina

T: +(54.11) 4850.0000

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

As described in Notes 4.7, 7.8 and 7.9 to the consolidated financial statements, the Company’s goodwill associated with the Pro Farm Group, Inc. Rizobacter S.A. and Bioceres Crop S.A. cash generating units (“CGU”) and intangible assets not yet available for use or with indefinite useful lives amounted to $76.1 million, $28.1 million, $7,5 million and $25.5 million, respectively, as of June 30, 2024. Impairment tests on goodwill and intangible assets not yet available for use or with indefinite useful lives are undertaken annually at the end of the reporting period. Where the carrying value of an asset exceeds its recoverable amount (i.e. the higher of value in use and fair value less costs to sell), the asset is written down to its recoverable amount. In each case, management determined the recoverable amount based on value in use calculations prepared by management. The determination of the recoverable amount of the CGU’s and intangible assets not yet available for use or with indefinite useful lives includes significant and numerous judgments and assumptions that are subject to various risks and uncertainties. The principal assumptions used in management’s models consisted of (i) budgeted market shares of joint ventures and other customers, (ii) budgeted product prices, (iii) growth rates used to extrapolate future cash flow projections to the terminal period and (iv) discount rates.

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

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

/s/ Price Waterhouse & Co. S.R.L.
/s/ Guillermo Miguel Bosio
Guillermo Miguel Bosio
Partner
Rosario, Argentina
April<br>15, 2025, except with respect to the matters that raise substantial doubt<br>about the Company’s ability to continue as a going concern discussed in Note 21.1., as to which the date is August 11, 2025.

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

BIOCERES GROUP PLC

Registration number: 13310943

CONSOLIDATED SATEMENT OF COMPREHENSIVE INCOME

For the years ended June 30, 2024, 2023 and2022

(Amounts in US$)


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

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

BIOCERES GROUP PLC

Registration number: 13310943

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

As of June 30, 2024 and 2023

(Amounts in US$)


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

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

BIOCERES GROUP PLC

Registration number: 13310943

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

As of June 30, 2024 and 2023

(Amounts in US$)


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

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

BIOCERES GROUP PLC

Registration number: 13310943

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the years ended June 30, 2024, 2023 and2022(Amounts in US$)

	Attributable to the equity holders of the parent
	Issued capital		Own shares held			Shares trading premium			Stock options and share based incentives		Retained earnings			Foreign currency translation reserve			Revaluation of PP&E and effect of tax rate change			Attributable to the equity holders of the parent			Non-controlling Interests			Total equity
06/30/2023		2,096,534		-			(13,587,790	)		1,853,856		33,828,159			724,779			(1,323,916	)		23,591,622			234,978,480			258,570,102
Increase in capital		274,919		(7,319	)		-			-		-			-			-			267,600			-			267,600
Changes in ownership interests in subsidiaries		-		(437,154	)		6,297,799			-		-			-			-			5,860,645			557,267			6,417,912
Share-based incentives of subsidiaries		-		-			-			4,368,319		-			-			-			4,368,319			9,592,291			13,960,610
Business combination		-		-			-			-		-			-			-			-			1,114,083			1,114,083
Distribution of dividends		-		-			-			-		-			-			-			-			(174,800	)		(174,800	)
(Loss) /profit for the year		-		-			-			-		(32,685,398	)		-			-			(32,685,398	)		3,624,094			(29,061,304	)
Other comprehensive loss		-		-			-			-		-			(189,952	)		-			(189,952	)		(902,881	)		(1,092,833	)
06/30/2024		2,371,453		(444,473	)		(7,289,991	)		6,222,175		1,142,761			534,827			(1,323,916	)		1,212,836			248,788,534			250,001,370

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

BIOCERES GROUP PLC

Registration number: 13310943

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the years ended June 30, 2024, 2023 and2022

(Amounts in US$)

	Attributable to the equity holders of the parent
	Issued capital		Shares trading premium			Stock options and share based incentives		Retained (deficit) / earnings			Foreign currency translation reserve			Revaluation of PP&E and effect of tax rate change			Attributable to the equity holders of the parent			Non-controlling Interests			Total equity
06/30/2022		1,337,298		(8,577,547	)		777,376		(6,607,764	)		1,773,218			(1,004,755	)		(12,302,174	)		137,171,291			124,869,117
Increase in capital		759,236		-			-		-			-			-			759,236			-			759,236
Changes in ownership interests in subsidiaries		-		(29,474,351	)		-		-			-			-			(29,474,351	)		(46,940,078	)		(76,414,429	)
Business combination		-		24,464,108			-		-			-			-			24,464,108			130,515,236			154,979,344
Share-based incentives of subsidiaries		-		-			1,076,480		-			-			-			1,076,480			3,009,120			4,085,600
Distribution of dividends		-		-			-		-			-			-			-			(452,129	)		(452,129	)
Profit for the year		-		-			-		40,435,923			-			-			40,435,923			12,686,685			53,122,608
Other comprehensive loss		-		-			-		-			(1,048,439	)		(319,161	)		(1,367,600	)		(1,011,645	)		(2,379,245	)
06/30/2023		2,096,534		(13,587,790	)		1,853,856		33,828,159			724,779			(1,323,916	)		23,591,622			234,978,480			258,570,102

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

BIOCERES GROUP PLC

Registration number: 13310943

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the years ended June 30, 2024, 2023 and2022

(Amounts in US$)

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

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

BIOCERES GROUP PLC

Registration number: 13310943

CONSOLIDATED STATEMENT OF CASH FLOWS

For the years ended June 30, 2024, 2023 and2022(Amounts in US$)


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

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

BIOCERES GROUP PLC

Registration number: 13310943

CONSOLIDATED STATEMENT OF CASH FLOWS

For the years ended June 30, 2024, 2023 and2022(Amounts in US$)


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

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

BIOCERES GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024 and 2023 and for the yearsended June 30, 2024, 2023 and 2022

(Amounts in US$, except otherwise indicated)

Index

1.	General information.	14
2.	Accounting standards and basis of preparation.	14
3.	New standards, amendments and interpretations issued by the IASB.	18
4.	Summary of significant accounting policies.	20
5.	Critical accounting judgments and estimates.	33
6.	Acquisitions and other significant transactions	33
7.	Information about components of consolidated statement of financial position.	40
8.	Information about components of consolidated statement of comprehensive income.	50
9.	Taxation.	55
10.	Earnings per share.	59
11.	Information about components of equity.	59
12.	Cash flow information.	62
13.	Joint ventures and associates.	63
14.	Segment information	65
15.	Financial instruments – Risk management.	68
16.	Leases.	74
17.	Shareholders and other related parties’ balances and transactions.	76
18.	Key management personnel compensation.	77
19.	Share-based payments.	77
20.	Contingencies, commitments and restrictions on the distribution of profits.	80
21.	Events occurring after the reporting period.	80

BIOCERES GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024 and 2023 and for the yearsended June 30, 2024, 2023 and 2022

(Amounts in US$, except otherwise indicated)

1. GENERAL INFORMATION

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

On April 1, 2025, the Company changed its legal name from Bioceres Group PLC to Bioceres Group Limited. (Note 21).

Unless the context otherwise requires, “we,” “us,” “our,” and “Bioceres Group” will refer to Bioceres Group PLC and its subsidiaries.

2. ACCOUNTING STANDARDS AND BASIS OF PREPARATION

Statement of compliance with IFRS as issued by IASB

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

Authorization for the issue of the Consolidated financial statements

These consolidated financial statements of the Group as of June 30, 2024 and 2023 and for the years ended June 30, 2024, 2023 and 2022 have been approved and authorized by the Board of Directors of Bioceres Group on April 15, 2025, except with respect to the matters that raise substantial doubt about the Company’s ability to continue as a going concern discussed in Note 21.1. going concern, which was approved by the Board of Directors on August 11, 2025.

Basis of measurement

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

●	Going concern basis of accounting, considering the conclusion of the<br>assessment made by the Group’s Management about the ability of the Group and its subsidiaries to continue as a going concern, in<br>accordance with the requirements of paragraph 25 of IAS 1, “Presentation of Financial Statements”. (See Note 21.1.)
●	Accrual basis of accounting (except for cash flows information). Under this basis of accounting, the effects of transactions and other events are recognized as they occur, even when there are no cash flows.
---	---

Functional currency and presentation currency

a) Functional currency

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

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

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

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

BIOCERES GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024 and 2023 and for the yearsended June 30, 2024, 2023 and 2022

(Amounts in US$, except otherwise indicated)

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

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

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

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

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

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

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

Presentation currency

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

BIOCERES GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024 and 2023 and for the yearsended June 30, 2024, 2023 and 2022

(Amounts in US$, except otherwise indicated)

Foreign currency

Transactions entered into by Group entities in a currency other than their functional currency are recorded at the relevant exchange rates as of the date upon which such transactions occur. Foreign currency monetary assets and liabilities are translated at the prevailing exchanges rates as of the final day of each reporting period. Exchange differences arising on the retranslation of unsettled monetary assets and liabilities are recognized immediately in profit or loss, except for foreign currency borrowings qualifying as a hedge of a net investment in a foreign operation for which exchange differences are recognized in other comprehensive income and accumulated in the foreign exchange reserve along with the exchange differences arising on the retranslation of the foreign operation. Upon the disposal of a foreign operation, the cumulative exchange differences recognized in the foreign exchange reserve relating to such operation up to the date of disposal are transferred to the Consolidated statement of profit or loss and other comprehensive income as part of the profit or loss reorganized upon such disposal.

Subsidiaries

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

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

-	The relative share of the Group’s voting rights with respect both the size and dispersion of other parties who hold voting rights;
-	Substantive potential voting rights held by the Group and by other parties;
---	---
-	Other contractual arrangements; and
---	---
-	Historic patterns in voting attendance.
---	---

BIOCERES GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024 and 2023 and for the yearsended June 30, 2024, 2023 and 2022

(Amounts in US$, except otherwise indicated)

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

		Country of<br><br> incorporation<br> and principal place			% Equity<br><br> interest			% Equity<br><br> interest
Name	Principal activities	of business	Ref		06/30/2024			06/30/2023
BCS Holding LLC	Investment in subsidiaries	United States		b)		28.75	%		27.33	%
Bioceres Crop Solutions (BIOX)	Research and development	United States		b)		28.75	%		27.33	%
Bioceres Crops Do Brasil Ltda.	Selling of agricultural inputs	Brazil		b)		28.75	%		27.33	%
Bioceres Crops S.A.	Research and development	Argentina		b)		25.87	%		24.59	%
Bioceres LLC	Investment in subsidiaries	United States		a)		79.72	%		73.47	%
Bioceres S.A.	Investment in subsidiaries	Argentina		a)		79.72	%		73.47	%
Bioceres Semillas S.A.U.	Production and commercialization of seeds	Argentina		b)		28.75	%		27.33	%
Bioceres Tech Services LLC.	Investment in subsidiaries	United States		a)		100.00	%		100.00	%
Comer. Agrop. Rizobacter de Bolivia S.A.	Selling of agricultural inputs	Bolivia		b)		23.00	%		21.86	%
Ingeniería Metabólica S.A. (“INMET”)	Research and development	Argentina		c)		47.98	%		60.00	%
Insumos Agroquímicos S.A.	Selling of agricultural inputs	Argentina		b)		17.63	%		16.76	%
Natal Agro S.R.L.	Production and commercialization of agricultural inputs	Argentina		d)		14.66	%		-
Pro Farm Group Inc.	Development and sale of biological products	United States		b)		28.75	%		27.33	%
Rasa Holding, LLC	Investment in subsidiaries	United States		b)		28.75	%		27.33	%
Rizobacter Argentina S.A.	Microbiology Business	Argentina		b)		23.00	%		21.86	%
Rizobacter Colombia SAS	Selling of agricultural inputs	Colombia		b)		23.00	%		21.86	%
Rizobacter del Paraguay S.A.	Selling of agricultural inputs	Paraguay		b)		23.00	%		21.86	%
Rizobacter do Brasil Ltda.	Selling of agricultural inputs	Brazil		b)		23.00	%		21.86	%
Rizobacter France SAS	Research and development	France		b)		23.00	%		21.86	%
Rizobacter South Africa	Selling of agricultural inputs	South Africa		b)		21.85	%		20.77	%
Rizobacter Uruguay	Selling of agricultural inputs	Uruguay		b)		23.00	%		21.86	%
Rizobacter USA, LLC	Selling of agricultural inputs	United States		b)		23.00	%		21.86	%
Verdeca LLC	Research and development	United States		b)		28.75	%		27.33	%
a)	Direct interests held by Bioceres Group Limited.
---	---
b)	Since 2023, the Group exercises “de facto control” over Bioceres Crop Solutions Corp. as a result of (i) the percentage and concentration of voting rights of the Group, the voting agreement and the absence of other shareholders with significant voting rights, (ii) the absence of a voting agreement among the other shareholders to vote together as a group, (iii) the record of attendance to Shareholders’ Meetings and the record of votes casted by the other shareholders; and (iv) the effective control exercised by the Group to direct BIOX’s relevant activities through its seat in the Board of Directors. (Note 5).
---	---
c)	During the current fiscal year, the Group lost control over INMET as a result of a capital increase in which the Group waived its preemptive and subscription rights. Consequently, the Group’s ownership interest in Inmet decreased, leading to a loss of control.
---	---
d)	On June 1, 2024 we acquired a controlling interest in Natal Agro S.R.L (“Natal”). See Note 6.
---	---

Special purpose and structured entities (“SPE”)

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

BIOCERES GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024 and 2023 and for the yearsended June 30, 2024, 2023 and 2022

(Amounts in US$, except otherwise indicated)

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

3. NEW STANDARDS, AMENDMENTS AND INTERPRETATIONS ISSUEDBY THE IASB

New standards and interpretations adoptedby the Group

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

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

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

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

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

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

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

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

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

Amendments to IAS 1 and IFRS Practice Statement2- Disclosure of Accounting Policies

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

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

Amendments to IAS 8-Definition of AccountingEstimates

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

BIOCERES GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024 and 2023 and for the yearsended June 30, 2024, 2023 and 2022

(Amounts in US$, except otherwise indicated)

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

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

New standards and interpretations not yetadopted by the Group

Amendmentsto IFRS 16- Lease Liability in a Sale and Leaseback.

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

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

Amendments to IAS1 – Non-current liabilitieswith covenants.

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

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

Amendment to IAS 7 and IFRS 7 - Supplier Financing.

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

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

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

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

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

IFRS 19 – Subsidiaries without PublicAccountability.

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

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

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

BIOCERES GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024 and 2023 and for the yearsended June 30, 2024, 2023 and 2022

(Amounts in US$, except otherwise indicated)

Amendments to IFRS 9 and IFRS 7 – ContractsReferencing Nature-dependent Electricity.

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

Annual Improvements to IFRS Accounting Standards—Volume11.

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

These amendments are not expected to have material impact on the Group.

IFRS 18 - Presentation and Disclosure in FinancialStatements

This standard sets out requirements for the presentation and disclosure of information in general purpose financial statements to help ensure they provide relevant information that faithfully represents an entity’s assets, liabilities, equity, income and expenses. It is effective for annual periods beginning on or after January 1, 2027.

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

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

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

4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

4.1. Cash and cash equivalents

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

4.2.	Financial assets and liabilities

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

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

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

Estimates

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

BIOCERES GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024 and 2023 and for the yearsended June 30, 2024, 2023 and 2022

(Amounts in US$, except otherwise indicated)

Offsetting of financial assets with financialliabilities

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

4.3. Inventories

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

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

Estimates

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

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

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

4.4. Biologicalassets

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

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

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

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

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

BIOCERES GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024 and 2023 and for the yearsended June 30, 2024, 2023 and 2022

(Amounts in US$, except otherwise indicated)

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

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

4.5. Business combinations

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

4.6. Intragroup Reorganization

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

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

BIOCERES GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024 and 2023 and for the yearsended June 30, 2024, 2023 and 2022

(Amounts in US$, except otherwise indicated)

4.7. Impairment assessment of Goodwilland Intangibles

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

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

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

Estimates

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

4.8. Associate and joint arrangements

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

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

The Group classifies its interests in joint arrangements as either:

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

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

-	The structure of the joint arrangement;
-	The legal form of joint arrangements structured through a separate vehicle;
---	---
-	The contractual terms of the joint arrangement agreement; and
---	---
-	Any other facts and circumstances (including any other contractual arrangements).
---	---

BIOCERES GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024 and 2023 and for the yearsended June 30, 2024, 2023 and 2022

(Amounts in US$, except otherwise indicated)

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

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

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

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

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

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

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

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

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

Estimates

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

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

BIOCERES GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024 and 2023 and for the yearsended June 30, 2024, 2023 and 2022

(Amounts in US$, except otherwise indicated)

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

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

4.9. Property, plant and equipment

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

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

Research instruments: 3 to 10 years

Office equipment: 5 to 10 years

Vehicles: 5 years

Computer equipment and software: 3 years

Fixture and fittings: 10 years

Machinery and equipment: 5 to 10 years

Buildings: 50 years

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

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

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

Estimates

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

BIOCERES GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024 and 2023 and for the yearsended June 30, 2024, 2023 and 2022

(Amounts in US$, except otherwise indicated)

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

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

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

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

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

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

4.10. Leased assets

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

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

BIOCERES GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024 and 2023 and for the yearsended June 30, 2024, 2023 and 2022

(Amounts in US$, except otherwise indicated)

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

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

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

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

4.11. Intangible assets

a) Externally acquired intangible assets

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

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

Software: 3 years

Trademarks and patents: 5 years

Certification ISO Standards: 3 years

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

Estimates

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

BIOCERES GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024 and 2023 and for the yearsended June 30, 2024, 2023 and 2022

(Amounts in US$, except otherwise indicated)

b) Internally generated intangible assets (developmentcosts)

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

-	It is technically feasible to develop the product for it to be sold;
-	Adequate resources are available to complete the development;
---	---
-	There is an intention to complete and sell the product;
---	---
-	The Group is able to sell the product;
---	---
-	Sale of the product will generate future economic benefits; and
---	---
-	Expenditure on the project can be measured reliably.
---	---

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

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

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

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

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

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

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

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

BIOCERES GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024 and 2023 and for the yearsended June 30, 2024, 2023 and 2022

(Amounts in US$, except otherwise indicated)

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

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

c) Intangible assets acquired in a businesscombination

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

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

Product development: 5 – 15 years

Trademarks: 20 years

Customer loyalty: 14 - 26 years

Estimates

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

4.12. Investment properties

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

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

4.13. Borrowings

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

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

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

BIOCERES GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024 and 2023 and for the yearsended June 30, 2024, 2023 and 2022

(Amounts in US$, except otherwise indicated)

4.14. Convertibles notes

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

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

4.15. Employee benefits

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

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

4.16. Provisions

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

4.17. Change in ownership interestin subsidiaries without change of control

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

4.18. Revenue recognition

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

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

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

BIOCERES GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024 and 2023 and for the yearsended June 30, 2024, 2023 and 2022

(Amounts in US$, except otherwise indicated)

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

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

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

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

4.19. Government grants

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

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

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

4.20. Income tax

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

-	The initial recognition of goodwill;
-	The initial recognition of an asset or liability in a transaction which is not a business combination and at the time of the transaction affects neither accounting or taxable profit; and
---	---
-	Investments in subsidiaries and jointly controlled entities where the Group is able to control the timing of the reversal of the difference and it is probable that the difference will not reverse in the foreseeable future.
---	---

BIOCERES GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024 and 2023 and for the yearsended June 30, 2024, 2023 and 2022

(Amounts in US$, except otherwise indicated)

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

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

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

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

4.21. Share-based payments

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

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

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

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

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

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

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

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

BIOCERES GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024 and 2023 and for the yearsended June 30, 2024, 2023 and 2022

(Amounts in US$, except otherwise indicated)

Estimates

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

5. CRITICAL ACCOUNTING JUDGMENTS AND ESTIMATES

Critical judgements

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

Critical estimates

-	Impairment of goodwill (Notes 4.7).
-	Impairment testing of intangible assets not yet available for use or with indefinite useful lives.
---	---
-	Identification and fair value of identifiable intangible assets arising in acquisitions
---	---

6. ACQUISITIONS AND OTHER SIGNIFICANT TRANSACTIONS

Pro Farm Group, Inc

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

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

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

BIOCERES GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024 and 2023 and for the yearsended June 30, 2024, 2023 and 2022

(Amounts in US$, except otherwise indicated)

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

Consideration of payment (amounts in thousandsof dollars):

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

Assets acquired and liabilities assumed (amountsin thousands of dollars):

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

Goodwill is not expected to be deductible for tax purposes.

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

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

BIOCERES GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024 and 2023 and for the yearsended June 30, 2024, 2023 and 2022

(Amounts in US$, except otherwise indicated)

Syngenta Seedcare Agreement

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

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

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

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

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

(i) Licensing of biological intellectual property rights

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

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

BIOCERES GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024 and 2023 and for the yearsended June 30, 2024, 2023 and 2022

(Amounts in US$, except otherwise indicated)

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

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

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

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

(ii) Manufacturing

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

(iii) R&D Services

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

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

BIOCERES GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024 and 2023 and for the yearsended June 30, 2024, 2023 and 2022

(Amounts in US$, except otherwise indicated)

Natal Agro S.R.L.

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

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

Fair value of the consideration of payment

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

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

Assets acquired, liabilities assumed, and non-controllinginterest recognized

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

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

BIOCERES GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024 and 2023 and for the yearsended June 30, 2024, 2023 and 2022

(Amounts in US$, except otherwise indicated)

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

Intragroup reorganization

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

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

Name of Company
Bioceres Tech Services LLC	100	%
BG Farming Technologies Limited	80	%
Heritas Corp.	40	%

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

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

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

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

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

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

BIOCERES GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024 and 2023 and for the yearsended June 30, 2024, 2023 and 2022

(Amounts in US$, except otherwise indicated)

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

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

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

Accounting Treatment

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

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

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

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

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

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

●	Management determined that the Reorganization should be accounted for using the predecessor accounting, explained in Note 4.6.
●	The Company is reflecting the operations of Bioceres S.A in its consolidated statement of comprehensive income and consolidated statement of cash flows for the year ended June 30. 2022, reflecting the corresponding non-controlling interest for such period.
---	---

BIOCERES GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024 and 2023 and for the yearsended June 30, 2024, 2023 and 2022

(Amounts in US$, except otherwise indicated)

7. INFORMATION ABOUT COMPONENTS OF CONSOLIDATED STATEMENTSOF FINANCIAL POSITION

7.1 Cashand cash equivalents


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

7.2 Otherfinancial assets


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

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

7.3 Tradereceivables


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

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

BIOCERES GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024 and 2023 and for the yearsended June 30, 2024, 2023 and 2022

(Amounts in US$, except otherwise indicated)

7.4 Otherreceivables


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

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

7.5 Inventories


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

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

BIOCERES GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024 and 2023 and for the yearsended June 30, 2024, 2023 and 2022

(Amounts in US$, except otherwise indicated)

7.6 Biologicalassets

Changes in Biological assets:

	Soybean			Corn			Wheat			Barley			Sunflower			Total
Beginning of the year		-			-			87,785			59,057			-			146,842
Initial recognition and changes in the fair value of biological assets at the point of harvest		(352,199	)		(32,674	)		231,526			106,605			996			(45,746	)
Costs incurred during the year		1,423,732			792,235			220,679			73,452			137,680			2,647,778
Decrease due to harvest/disposals		(1,071,533	)		(759,561	)		(319,308	)		(165,662	)		(138,676	)		(2,454,740	)
Year ended June 30, 2024		-			-			220,682			73,452			-			294,134
	Soybean			Corn			Wheat			Barley			Sunflower			Total
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
Beginning of the year		-			-			44,413			12,900			-			57,313
Initial recognition and changes in the fair value of biological assets at the point of harvest		147,553			55,348			191,481			159,996			56,176			610,554
Costs incurred during the year		986,505			721,294			477,102			185,360			83,651			2,453,912
Decrease due to harvest/disposals		(1,134,058	)		(776,642	)		(625,211	)		(299,199	)		(139,827	)		(2,974,937	)
Year ended June 30, 2023		-			-			87,785			59,057			-			146,842

7.7 Property,plant and equipment

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

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

BIOCERES GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024 and 2023 and for the yearsended June 30, 2024, 2023 and 2022

(Amounts in US$, except otherwise indicated)

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

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

Revaluation of property, plant and equipment

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

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

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

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

BIOCERES GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024 and 2023 and for the yearsended June 30, 2024, 2023 and 2022

(Amounts in US$, except otherwise indicated)

7.8 Intangibleassets

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

Class	Net carrying<br><br> amount<br><br> 06/30/2023		Additions		Additions<br><br> from business<br><br> combinations/<br><br> (disposals<br><br> from loss of<br><br> control)^(*)^			Transfers/<br><br> Disposals			Amortization<br><br> of the year			Foreign<br><br> currency<br><br> translation			Net carrying<br><br> amount<br><br> 06/30/2024
Seed and integrated products
Alfalfa Genuity Har Xstra		419,061		-		-			-			-			18,968			438,029
Bacillus-PHAs		1,089,536		-		(1,089,536	)		-			-			-			-
HB4 soy and breeding program		31,679,114		5,987,247		-			-			(2,091,992	)		-			35,574,369
Integrated seed products		2,841,008		-		-			-			(191,559	)		32,377			2,681,826
Crop nutrition
Microbiological products		37,295,460		-		-			7,610,115			(3,718,326	)		-			41,187,249
Microbiological products in progress		12,213,341		5,869,084		-			(7,610,115	)		-			(19,449	)		10,452,861
Other intangible assets															-
Trademarks and patents		51,933,444		44,073		-			-			(670,514	)		9,857			51,316,860
Trademarks and patents with indefinite useful life		7,827,309		-		2,217,985			-			-			-			10,045,294
Software		1,638,752		585,313		-			276,128			(1,369,379	)		(11,320	)		1,119,494
Software in progress		349,171		507,685		-			(276,128	)		-			-			580,728
Customer loyalty		23,006,023		-		-			-			(4,071,453	)		-			18,934,570
RG/RS/OX Wheat		5,000,000		-		-			-			-			-			5,000,000
Total		175,292,219		12,993,402		1,128,449			-			(12,113,223	)		30,433			177,331,280
^(*)^	USD 1,089,768 correspond to the loss of control of Inmet S.A.
---	---
Class	Net <br><br>carrying<br><br> amount<br><br> 06/30/2022		Additions		Additions<br><br> from business<br><br> combinations/<br><br> Disposals<br><br> from loss of<br><br> control			Transfers/<br><br> Disposals			Amortization<br><br> of the year			Foreign<br><br> currency<br><br> translation		Net carrying<br><br> amount<br><br> 06/30/2023
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
Seed and integrated products
Alfalfa Genuity Har Xstra		398,468		-		-			-			-			20,593		419,061
Bacillus-PHAs		920,991		120,949		-			-			-			47,596		1,089,536
HB4 soy and breeding program		29,803,610		3,585,694		-			-			(1,710,190	)		-		31,679,114
Integrated seed products		3,148,037		-		-			-			(345,682	)		38,653		2,841,008
Crop nutrition
Microbiological products		558,027		128,161		39,613,280			62,785			(3,073,154	)		6,361		37,295,460
Microbiological products in progress		5,234,321		7,037,549		-			(62,785	)		-			4,256		12,213,341
Other intangible assets
Trademarks and patents		3,439,732		49,748		52,420,441			-			(3,976,477	)		-		51,933,444
Trademarks and patents with indefinite useful life		7,827,309		-		-			-			-			-		7,827,309
Software		3,682,805		105,229		(1,598,930	)		29,868			(582,064	)		1,844		1,638,752
Software in progress		84,343		294,696		-			(29,868	)		-			-		349,171
Customer loyalty		22,537,803		-		1,785,237			-			(1,317,017	)		-		23,006,023
RG/RS/OX Wheat		5,000,000		-		-			-			-			-		5,000,000
Total		82,635,446		11,322,026		92,220,028			-			(11,004,584	)		119,303		175,292,219

The amortization charge is included in Notes 8.3 and 8.4.

BIOCERES GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024 and 2023 and for the yearsended June 30, 2024, 2023 and 2022

(Amounts in US$, except otherwise indicated)

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

Estimates

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

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

7.9 Goodwill


Rizobacter Argentina S.A.	28,080,271	28,080,271
Bioceres Crops S.A.	7,523,322	7,523,322
Insumos Agroquímicos S.A.	470,090	470,090
Pro Farm Group	76,089,749	76,089,749
	112,163,432	112,163,432

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

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

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

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

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

BIOCERES GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024 and 2023 and for the yearsended June 30, 2024, 2023 and 2022

(Amounts in US$, except otherwise indicated)

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

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

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

7.10 Investment properties

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

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

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

BIOCERES GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024 and 2023 and for the yearsended June 30, 2024, 2023 and 2022

(Amounts in US$, except otherwise indicated)

7.11 Trade and other payables


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

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

7.12 Borrowings


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

The carrying value of some borrowings as of June 30, 2024 and 2023, are measured at amortized cost differ from their fair value. The following fair values measured are based on discounted cash flows (Level 3) due to the use of unobservable inputs, including own credit risk.

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

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

BIOCERES GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024 and 2023 and for the yearsended June 30, 2024, 2023 and 2022

(Amounts in US$, except otherwise indicated)

7.13 Secured Notes

Secured Guaranteed Notes

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

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

Secured Convertible Guaranteed Notes

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

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

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

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

7.14 Employeebenefits and social security


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

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

7.15 Deferredrevenue and advances from customers


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

BIOCERES GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024 and 2023 and for the yearsended June 30, 2024, 2023 and 2022

(Amounts in US$, except otherwise indicated)

7.16 Provisions


Conditional payment Rizobacter SA	15,916,116	15,916,116
Provisions for contingencies	1,568,599	985,657
	17,484,715	16,901,773

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

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

There are no expected reimbursements related to the provisions.

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

Conditional payment Rizobacter S.A.

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

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

7.17 Changes in allowances and provisions

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

BIOCERES GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024 and 2023 and for the yearsended June 30, 2024, 2023 and 2022

(Amounts in US$, except otherwise indicated)

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

7.18 Government Grants

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

8. INFORMATION ABOUT COMPONENT OF CONSOLIDATED STATEMENTSOF COMPREHENSIVE INCOME

8.1 Revenue from contracts with customers


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

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

BIOCERES GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024 and 2023 and for the yearsended June 30, 2024, 2023 and 2022

(Amounts in US$, except otherwise indicated)

8.2 Cost of sales

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

8.3 R&D classified by nature

	Research and development expenses
Item	06/30/2024		06/30/2023		06/30/2022
Amortization of intangible assets		5,923,389		4,804,768		2,348,822
Analysis and storage		5,302		52,660		31,214
Commissions and royalties		-		16,257		57,662
Import and export expenses		-		855		-
Depreciation of leased assets		-		68,321		36,426
Depreciation of property, plant and equipment		618,627		637,734		491,877
Freight and haulage		30,450		17,707		377
Employee benefits and social securities		4,727,340		4,781,678		2,003,216
Insurance		48,872		78,673		12,541
Energy and fuel		8,101		111,481		59,170
Maintenance		283,895		475,868		111,833
Supplies and materials		2,361,380		3,078,403		1,579,157
Licenses & Patents		67,188		181,264		178,659
Mobility and travel		205,741		245,875		145,730
Publicity and advertising		23,383		-		-
Systems expenses		29,026		31,410		5,833
Vehicles expenses		30,883		8,252		5,863
Share-based incentives		510,162		136,754		48,934
Surveillance expenses		-		11,145		13,460
Professional fees and outsourced services		1,325,361		550,585		204,081
Professional fees related parties		256,877		542,551		-
Office supplies		696,760		111,618		32,830
Miscellaneous		269,750		128		11,256
Total		17,422,487		15,943,987		7,378,941
	06/30/2024		06/30/2023		06/30/2022
---	---	---	---	---	---	---
R&D capitalized (Note 7.8)		11,856,331		10,753,047		5,149,684
R&D profit and loss		17,422,487		15,943,987		7,378,941
Total		29,278,818		26,697,034		12,528,625

BIOCERES GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024 and 2023 and for the yearsended June 30, 2024, 2023 and 2022

(Amounts in US$, except otherwise indicated)

8.4 Expenses classified by nature and function

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

BIOCERES GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024 and 2023 and for the yearsended June 30, 2024, 2023 and 2022

(Amounts in US$, except otherwise indicated)

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

BIOCERES GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024 and 2023 and for the yearsended June 30, 2024, 2023 and 2022

(Amounts in US$, except otherwise indicated)

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

BIOCERES GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024 and 2023 and for the yearsended June 30, 2024, 2023 and 2022

(Amounts in US$, except otherwise indicated)

8.5 Finance results


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

9. TAXATION

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


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

BIOCERES GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024 and 2023 and for the yearsended June 30, 2024, 2023 and 2022

(Amounts in US$, except otherwise indicated)

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

	Balance<br><br> 06/30/2023			Business<br><br> combination /<br><br> (loss) of<br><br> control			Income <br><br>tax<br><br> provision			Conversion<br><br> difference			Charge to<br><br> OCI			Balance<br><br> 06/30/2024
Deferred tax assets
Tax Loss-Carry Forward		21,215,789			(62,585	)		7,752,424			(694,718	)		(1,222,843	)		26,988,067
Others financial assets		1,336,260			(2,299	)		(423,116	)		(97,065	)		-			813,780
Trade receivables		447,449			-			214,734			(130,077	)		-			532,106
Royalties		723,082			-			48,310			(6,504	)		-			764,888
Allowances		1,213,899			-			(221,106	)		(50,206	)		-			942,587
Government grants		93,996			(39,261	)		(42,199	)		2,554			-			15,090
Others		3,402,846			765,384			(1,651,511	)		-			-			2,516,719
Total deferred tax assets		28,433,321			661,239			5,677,536			(976,016	)		(1,222,843	)		32,573,237
Deferred tax liabilities
Intangible assets		(29,117,986	)		(301,659	)		867,636			107,914			-			(28,444,095	)
Property, plant and equipment depreciation		(13,678,341	)		(174,228	)		(773,812	)		17,469			-			(14,608,912	)
Inventories		(6,461,576	)		(939,250	)		(640,394	)		-			-			(8,041,220	)
Others financial assets		(2,154,504	)		-			1,690,100			-			-			(464,404	)
Right-of-use leased asset		(120,442	)		(115,495	)		30,998			14,851			-			(190,088	)
Inflation tax adjustment		(1,131,895	)		10,732			827,211			(8,504	)		-			(302,456	)
Others		(607,722	)		-			111,773			(50,328	)		-			(546,277	)
Total deferred tax liabilities		(53,272,466	)		(1,519,900	)		2,113,512			81,402			-			(52,597,452	)
Net deferred tax		(24,839,145	)		(858,661	)		7,791,048			(894,614	)		(1,222,843	)		(20,024,215	)
	Balance<br><br> 06/30/2022			Additions<br><br> for business<br><br> combination			Income<br><br> tax<br><br> provision			Conversion<br><br> difference			Charge<br><br> to OCI			Transfer of<br><br> deferred tax<br><br> assets/liabilities			Balance<br><br> 06/30/2023
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
Deferred tax assets
Tax Loss-Carry Forward		7,149,212			10,369,053			3,972,796			(222,491	)		(23,244	)		(29,537	)		21,215,789
Others financial assets		2,039,957			-			(708,540	)		1,127			-			3,716			1,336,260
Trade receivables		131,946			-			123,114			192,389			-			-			447,449
Royalties		5,766			-			200,979			(2,953	)		-			519,290			723,082
Allowances		65,109			-			95,458			(30,543	)		-			1,083,875			1,213,899
Government grants		59,489			-			15,081			(13,857	)		-			33,283			93,996
Others		(3,028,455	)		-			2,289,075			-			-			4,142,226			3,402,846
Total deferred tax assets		6,423,024			10,369,053			5,987,963			(76,328	)		(23,244	)		5,752,853			28,433,321
Deferred tax liabilities
Intangible assets		(13,814,403	)		(16,601,120	)		1,265,841			120,253			-			(88,557	)		(29,117,986	)
Property, plant and equipment depreciation		(14,198,236	)		(103,650	)		23,609			(70,746	)		712,458			(41,776	)		(13,678,341	)
Inventories		(2,019,126	)		-			(4,441,900	)		576			-			(1,126	)		(6,461,576	)
Contingencies		1,053,272			-			-			-			-			(1,053,272	)		-
Biological assets		(26,876	)		-			-			-			-			26,876			-
Others financial assets		(404,718	)		-			(1,749,786	)		-			-			-			(2,154,504	)
Right-of-use leased asset		(113,996	)		-			(6,446	)		-			-			-			(120,442	)
Inflation tax adjustment		(3,774,606	)		-			2,743,452			(70,718	)		-			(30,023	)		(1,131,895	)
Others		4,178,750			-			(182,861	)		-			-			(4,603,611	)		(607,722	)
Total deferred tax liabilities		(29,119,939	)		(16,704,770	)		(2,348,091	)		(20,635	)		712,458			(5,791,489	)		(53,272,466	)
Net deferred tax		(22,696,915	)		(6,335,717	)		3,639,872			(96,963	)		689,214			(38,636	)		(24,839,145	)

BIOCERES GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024 and 2023 and for the yearsended June 30, 2024, 2023 and 2022

(Amounts in US$, except otherwise indicated)

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

	06/30/2024			06/30/2023			06/30/2022
(Loss) / earnings before income tax-rate		(27,958,152	)		50,794,242			(2,962,114	)
Income tax expense by applying tax rate in force in the respective countries		7,224,973			(7,628,367	)		(10,985,247	)
Share of profit or loss of subsidiaries, joint ventures and associates		(5,141,460	)		12,645,224			6,443,174
Puttable instruments charge		-			(3,645	)		(12,447	)
Stock options charge		(1,366,999	)		(586,774	)		(75,581	)
Allowance for unused tax loss		(94,189	)		428,530			(562,713	)
Mutual funds adjustments		27,560			-			-
Non-deductible expenses		(1,469,872	)		(373,655	)		(141,364	)
Result of inflation effect on monetary items and other finance results		(5,113,890	)		(7,872,801	)		(12,071,690	)
Tax inflation adjustment		4,278,344			5,916,143			(314,243	)
Rate change adjustment ^(*)^		118,060			(192,127	)		171,355
Others		434,321			(4,162	)		522,453
Income tax expenses		(1,103,152	)		2,328,366			(17,026,303	)
	06/30/2024			06/30/2023			06/30/2022
---	---	---	---	---	---	---	---	---	---
Current tax expense		(8,894,200	)		(1,311,506	)		(19,004,369	)
Deferred tax		7,791,048			3,639,872			1,978,066
		(1,103,152	)		2,328,366			(17,026,303	)

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

Tax jurisdiction	Earning<br><br> before<br><br> income tax-<br><br>rate			Weight<br><br> average<br><br> applicable<br><br> tax rate			Income tax<br><br> as of June 30,<br><br> 2024
Low or null taxation jurisdictions		13,131,953			0.0	%		-
Profit-making entities		32,251,706			32.2	%		(10,370,389	)
Loss-making entities		(73,341,811	)		24.0	%		17,595,362
		(27,958,152	)					7,224,973
Tax jurisdiction	Earning<br><br> before<br><br> income tax-<br><br>rate			Weight<br><br> average<br><br> applicable<br><br> tax rate			Income tax<br><br> as of June 30,<br><br> 2023
---	---	---	---	---	---	---	---	---	---
Low or null taxation jurisdictions		30,921,548			0.0	%		-
Profit-making entities		73,999,737			21.5	%		(15,899,829	)
Loss-making entities		(54,127,043	)		15.3	%		8,271,462
		50,794,242						(7,628,367	)
Tax jurisdiction	Earning<br><br> before<br><br> income tax-<br><br>rate			Weight<br><br> average<br><br> applicable<br><br> tax rate			Income tax<br><br> as of June 30, <br><br>2022
---	---	---	---	---	---	---	---	---	---
Low or null taxation jurisdictions		(10,954,972	)		0.0	%		-
Profit-making entities		34,020,753			36.5	%		(12,415,073	)
Loss-making entities		(26,027,895	)		5.5	%		1,429,826
		(2,962,114	)					(10,985,247	)

BIOCERES GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024 and 2023 and for the yearsended June 30, 2024, 2023 and 2022

(Amounts in US$, except otherwise indicated)

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

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

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

Estimates

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

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

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

BIOCERES GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024 and 2023 and for the yearsended June 30, 2024, 2023 and 2022

(Amounts in US$, except otherwise indicated)

10. EARNING PER SHARE


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

The Group had no dilutive potential shares during these years.

11. INFORMATION ABOUT COMPONENTS OF EQUITY

Capital issued

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

Year ended	Class	Number of Shares	Nominal Value		Subscribed capital
06/30/2022	Ordinary	10,371,228	£	0,10		1,337,298	£	1,037,123
06/30/2023	Ordinary	16,830,795	£	0,10		2,096,534	£	1,683,080
06/30/2024(*)	Ordinary	18,995,832	£	0,10		2,371,453	£	1,899,583
^(*)^	Of the total number of shares, 57.600 shares are held by Rizobacter Argentina S.A.
---	---
Year ended	Class	Number of Shares		Nominal Value		Amount payable per-share
---	---	---	---	---	---	---	---
06/30/2022	Redeemable preference		50,000	£	1	£	50,000
06/30/2023	Redeemable preference		50,000	£	1	£	50,000
06/30/2024	Redeemable preference		50,000	£	1	£	50,000

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

Non-controlling interests

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

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

BIOCERES GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024 and 2023 and for the yearsended June 30, 2024, 2023 and 2022

(Amounts in US$, except otherwise indicated)

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

Bioceres SA

Summary financial statements:


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

Summarystatements of comprehensive income or loss


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

BIOCERES GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024 and 2023 and for the yearsended June 30, 2024, 2023 and 2022

(Amounts in US$, except otherwise indicated)

Bioceres Crop Solutions

Summary financial statements:


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

Summary statements of comprehensive incomeor loss


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

BIOCERES GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024 and 2023 and for the yearsended June 30, 2024, 2023 and 2022

(Amounts in US$, except otherwise indicated)

12. CASH FLOW INFORMATION

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


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

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

Disclosure of changes in liabilities arising from financing activities:

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

BIOCERES GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024 and 2023 and for the yearsended June 30, 2024, 2023 and 2022

(Amounts in US$, except otherwise indicated)

13. JOINT VENTURES AND ASSOCIATES

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

Changes in joint ventures investments and affiliates:


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

BIOCERES GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024 and 2023 and for the yearsended June 30, 2024, 2023 and 2022

(Amounts in US$, except otherwise indicated)

Share of profit or loss of joint ventures and affiliates:

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

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

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

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

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

BIOCERES GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024 and 2023 and for the yearsended June 30, 2024, 2023 and 2022

(Amounts in US$, except otherwise indicated)

14. SEGMENT INFORMATION

The Group is organized into four main operating segments:

Seed and integrated products

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

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

Crop protection

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

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

Crop nutrition

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

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

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

Emerging solutions

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

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

BIOCERES GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024 and 2023 and for the yearsended June 30, 2024, 2023 and 2022

(Amounts in US$, except otherwise indicated)

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

Year ended June 30, 2024	Seed and<br><br> integrated<br><br> products			Crop<br><br> protection			Crop<br><br> nutrition			Emerging<br><br> solutions			Consolidated
Revenues from contracts with customers
Sale of goods and services		94,457,404			223,538,317			125,558,380			1,547,782			445,101,883
Royalties		986,602			-			-			-			986,602
Right of use licenses		1,000,000			-			19,287,845			-			20,287,845
Others
Initial recognition and changes in the fair value of biological assets at the point of harvest		(45,746	)		-			-			-			(45,746	)
Government grants		-			-			-			197,519			197,519
Total revenues		96,398,260			223,538,317			144,846,225			1,745,301			466,528,103
Cost of sales		(66,306,974	)		(143,807,301	)		(68,107,537	)		(1,146,516	)		(279,368,328	)
Gross profit per segment		30,091,286			79,731,016			76,738,688			598,785			187,159,775
% Gross margin		31	%		36	%		53	%		34	%		40	%
Year ended June 30, 2023	Seed and<br><br> integrated<br><br> products			Crop<br><br> protection			Crop<br><br> nutrition			Emerging<br><br> solutions			Consolidated
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
Revenues from contracts with customers
Sale of goods and services		55,360,397			205,685,451			157,153,024			1,420,990			419,619,862
Royalties		1,247,567			-			-			-			1,247,567
Others
Initial recognition and changes in the fair value of biological assets at the point of harvest		319,428			153,460			137,666			-			610,554
Government grants		-			-			-			93,509			93,509
Total revenues		56,927,392			205,838,911			157,290,690			1,514,499			421,571,492
Cost of sales		(31,012,687	)		(137,529,299	)		(66,915,067	)		(7,019	)		(235,464,072	)
Gross profit per segment		25,914,705			68,309,612			90,375,623			1,507,480			186,107,420
% Gross margin		46	%		33	%		57	%		100	%		44	%

BIOCERES GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024 and 2023 and for the yearsended June 30, 2024, 2023 and 2022

(Amounts in US$, except otherwise indicated)

Year ended June 30, 2022	Seed and<br><br> integrated<br><br> products			Crop<br><br> protection
Revenues from contracts with customers
Sale of goods and services		45,862,562			173,095,092		107,502,350		1,061,534		327,521,538
Royalties		1,995,584			-		-		-		1,995,584
Others
Initial recognition and changes in the fair value of biological assets at the point of harvest		3,672,192			1,171,749		1,544,089		-		6,388,030
Government grants		-			-		-		120,693		120,693
Total revenues		51,530,338			174,266,841		109,046,439		1,182,227		336,025,845
Cost of sales		(21,839,689	)		(124,489,307	)	(62,035,099	)	(7,273	)	(208,371,368	)
Gross profit per segment		29,690,649			49,777,534		47,011,340		1,174,954		127,654,477
% Gross margin		58	%		29	%	43	%	99	%	38	%
Revenue by similar group of products or services	06/30/2024		06/30/2023		06/30/2022
---	---	---	---	---	---	---
Seed and integrated products		96,398,260		56,927,392		51,530,338
Seed Treatments Packs		29,992,052		32,789,080		32,728,468
Seed & Royalties Payments		5,587,594		7,004,400		6,384,927
HB4 Program		60,818,614		17,133,912		12,416,943
Crop protection		223,538,317		205,838,911		174,266,841
Adjuvants		56,634,128		52,978,705		51,211,406
Seed CP Products and Services		34,877,911		26,080,587		26,478,873
Other CP Products and Services		103,092,454		94,277,444		96,576,562
Bioprotection		28,933,824		32,502,175		-
Crop nutrition		144,846,225		157,290,690		109,046,439
Inoculants & Biofertilizers		18,315,253		23,621,534		23,621,552
Micro-beaded Fertilizers		91,786,942		90,965,380		85,424,887
Biostimulants		15,456,185		9,800,318		-
Syngenta up-front fee		19,287,845		32,903,458		-
Emerging solutions		1,745,301		1,514,499		1,182,227
Management expenses		1,547,782		1,420,990		1,061,534
Government grants		197,519		93,509		120,693
Total revenues		466,528,103		421,571,492		336,025,845

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

BIOCERES GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024 and 2023 and for the yearsended June 30, 2024, 2023 and 2022

(Amounts in US$, except otherwise indicated)

Geographical information

	06/30/2024		06/30/2023
Argentina		348,320,593		289,957,320	269,195,036
Brazil		24,175,116		23,690,028	33,049,005
LATAM		21,952,339		21,044,547	15,340,382
North America		27,543,558		30,768,912	5,086,007
EMEA		21,320,535		22,014,855	12,920,323
Rest of the world		23,215,962		34,095,830	435,092
Total revenues		466,528,103		421,571,492	336,025,845
	06/30/2024		06/30/2023
---	---	---	---	---
Non-current assets
Argentina		139,722,896		126,425,975
Brazil		7,698,175		8,398,403
LATAM		1,162,654		1,064,290
North America		189,199,549		192,129,674
EMEA		44,141		61,526
Rest of the world		26,279,731		27,535,122
Total		364,107,146		355,614,990
Property, plant and equipment		74,612,434		68,159,339
Intangible assets		177,331,280		175,292,219
Goodwill		112,163,432		112,163,432
Total reportable assets		364,107,146		355,614,990
Total non-reportable assets		585,729,699		589,142,172
Total assets		949,836,845		944,757,162

15. FINANCIAL INSTRUMENTS– RISK MANAGEMENT

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

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

General objectives, policies, and processes

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

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

BIOCERES GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024 and 2023 and for the yearsended June 30, 2024, 2023 and 2022

(Amounts in US$, except otherwise indicated)

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

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

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

Credit risk

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

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

Trade and other receivables

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

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

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

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

BIOCERES GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024 and 2023 and for the yearsended June 30, 2024, 2023 and 2022

(Amounts in US$, except otherwise indicated)

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


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

Cash and deposits in banks

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

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

Liquidity risk

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

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

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

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

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

BIOCERES GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024 and 2023 and for the yearsended June 30, 2024, 2023 and 2022

(Amounts in US$, except otherwise indicated)

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

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

Currency risk

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

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

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

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

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

Considering only this net currency exposure as of June 30, 2024, if an Argentine peso/US dollar revaluation or depreciation in relation to other foreign currencies with the remaining variables remaining constant, would have a positive or a negative impact on comprehensive income as a result of foreign exchange gains or losses. We estimate that a devaluation or an appreciation of the Argentine peso against the U.S. dollar of 20% during the year ended June 30, 2024, would have resulted in the following results:


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

All values are in US Dollars.

Interest rate risk

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

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

BIOCERES GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024 and 2023 and for the yearsended June 30, 2024, 2023 and 2022

(Amounts in US$, except otherwise indicated)

The Group’s debt composition is set out below.

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

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

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

Capital risk

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

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

Financial instruments by category

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

Financial assets by category

	Amortized cost				Mandatorily measured<br><br> at fair value through <br><br>profit or loss
Financial asset	06/30/2024		06/30/2023		06/30/2024		06/30/2023
Cash and cash equivalents		46,710,292		48,418,060		6,284,573		846,960
Other financial assets		-		7,806,979		14,858,124		12,023,861
Trade receivables		209,007,195		159,376,782		-		-
Other receivables (*)		45,342,974		27,837,591		-		-
Total		301,060,461		243,439,412		21,142,697		12,870,821
^(*)^	Advances expenses and tax balances are not included.
---	---

BIOCERES GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024 and 2023 and for the yearsended June 30, 2024, 2023 and 2022

(Amounts in US$, except otherwise indicated)

Financial liabilities by category

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

Financial instruments measured at fair value

Fair value by hierarchy

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

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

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

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

Measurement at fair value at 06/30/2024
Financial assets at fair value
Mutual funds	12,943,378	-	-
Moolec Science S.A shares	2,191,286	-	-
Investments at fair value	2,311,604	-	-
US Treasury bills	1,993,668	-	-
Other investments	1,702,761	-	-
Financial liabilities valued at fair value
Trade and other payables	-	11,989,792	-
Consideration for acquisition	2,724,114	-	-

BIOCERES GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024 and 2023 and for the yearsended June 30, 2024, 2023 and 2022

(Amounts in US$, except otherwise indicated)

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

Estimation of fair value

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

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

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

The Group’s policy is to recognize transfers between different categories of the fair value hierarchy at the time they occur or when there are changes in the circumstances that cause the transfer. There were no transfers between levels of the fair value hierarchy. There were no changes in economic or business circumstances affecting fair value.

Financial instruments not measured at fairvalue

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

The carrying value of financial instruments not measured at fair value does not differ significantly from their fair value, except for borrowings (Note 7.12).

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

16. LEASES

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

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

BIOCERES GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024 and 2023 and for the yearsended June 30, 2024, 2023 and 2022

(Amounts in US$, except otherwise indicated)

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

	06/30/2024			06/30/2023
Right-of-use leased asset
Book value at the beginning of the year/inception		21,163,192			15,828,032
Additions of the year		2,585,223			3,154,950
Additions from business combination		168,988			3,005,000
Disposals		(1,284,975	)		(1,839,921	)
Exchange differences		(1,652,831	)		1,015,131
Book value at the end of the year		20,979,597			21,163,192
	06/30/2024			06/30/2023
---	---	---	---	---	---	---
Depreciation
Book value at the beginning of the year/inception		7,226,617			3,684,006
Depreciation of the year		3,418,956			3,565,894
Disposals		(1,092,167	)		(171,870	)
Exchange differences		(175,561	)		148,587
Accumulated depreciation at the end of the year		9,377,845			7,226,617
Total		11,601,752			13,936,575
	06/30/2024			06/30/2023
---	---	---	---	---	---	---
Lease Liabilities
Book value at the beginning of the year/inception		13,889,223			11,751,284
Additions of the year		2,585,223			3,154,950
Additions from business combination		168,988			3,245,000
Interest expenses, exchange differences and inflation effects		(480,189	)		(406,494	)
Payments of the year		(4,879,108	)		(3,855,517	)
Total		11,284,137			13,889,223
	06/30/2024		06/30/2023
---	---	---	---	---
Lease Liabilities
Current		3,122,778		3,858,699
Non-current		8,161,359		10,030,524
		11,284,137		13,889,223
	06/30/2024		06/30/2023
---	---	---	---	---
Machinery and equipment		3,655,741		3,655,741
Vehicles		1,272,071		1,475,581
Equipment and computer software		1,130,541		903,306
Land and buildings		14,921,244		15,128,564
		20,979,597		21,163,192

BIOCERES GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024 and 2023 and for the yearsended June 30, 2024, 2023 and 2022

(Amounts in US$, except otherwise indicated)

17. SHAREHOLDERSAND OTHER RELATED PARTIES BALANCES AND TRANSACTIONS

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

		Value of transactions for the year <br><br>ended
Party	Transaction type	06/30/2024			06/30/2023			06/30/2022
Joint ventures and associates	Sales of goods and services		952,742			739,651			183,243
	Purchases of goods and services		(500,704	)		(738,652	)		(628,770	)
	Net loans granted		13,005,841			7,141,471			-
	Interest gain		135,485			212,407			-
	Net loans received		(1,860,058	)		(1,854,680	)		-
	Contributions in joint ventures		-			-			3,000
Shareholders and other related parties	Puttable instruments		-			4,399,631			5,187,058
	Net loans granted		28,299			19,049			56,456,806
	Interest gain		-			-			1,856,242
	Interest expenses		(2,425,703	)		(956,873	)		481,594
	Own shares held by subsidiaries		(444,473	)		(133,079	)		-
	In-kind contributions		2,409,244			1,163,384			1,580,556
	Sales of goods and services		2,911,723			6,565,027			1,027,830
	Purchases of goods and services		(1,998,349	)		(2,334,556	)		(3,158,002	)
Key management personnel	Salaries, social security benefits and other benefits		(2,496,073	)		(1,995,361	)		(2,861,358	)
	Stock options-based incentives		(8,181,849	)		(1,868,430	)		(1,508,159	)
Total			1,536,125			10,358,989			58,620,040
		Amounts receivable<br><br> from related parties
---	---	---	---	---	---
Party	Transaction type	06/30/2024		06/30/2023
Joint ventures and associates	Trade debtors		2,176,622		1,743,245
	Other receivables		37,586,012		22,471,391
Shareholders and other related parties	Trade debtors		37		-
	Other receivables		47,348		19,049
Total			39,810,019		24,233,685
		Amounts payable to <br><br>related parties
---	---	---	---	---	---	---	---
Party	Transaction type	06/30/2024			06/30/2023
Joint ventures and associates	Trade creditors		(52,778,206	)		(41,479,606	)
Net loans payables			(1,860,058	)		(1,854,680	)
Shareholders and other related parties	Trade creditors		(37,985	)		(35,292	)
Key management personnel	Salaries, social security benefits and other benefits		(226,702	)		(290,331	)
Total			(54,902,951	)		(43,659,909	)

BIOCERES GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024 and 2023 and for the yearsended June 30, 2024, 2023 and 2022

(Amounts in US$, except otherwise indicated)

18. KEY MANAGEMENT PERSONNEL COMPENSATION

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

The compensation of directors and other members of key management personnel, including social contributions and other benefits, were as follows for the year ended June 30, 2024 and 2023.


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

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

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

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

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

19. SHARE-BASED PAYMENT

19.1	Bioceres S.A share based payments

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

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

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

BIOCERES GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024 and 2023 and for the yearsended June 30, 2024, 2023 and 2022

(Amounts in US$, except otherwise indicated)

19.2	Bioceres Crop Solutions Corp share based payments

2023 Omnibus Equity Incentive Plan

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

-	Employee Stock Purchase Plan (“ESPP”): incentive plan for eligible employees with no stock compensation to purchase ordinary shares of BIOX up to a maximum of 15% percent of such employee’s monthly compensation. The number of ordinary shares subject to the ESPP shall be 200,000 ordinary shares. The purchase price will be equal to 85% of the lower of the closing price of BIOX’s ordinary shares on the first business day and the last business day of the relevant offering period. As of the date of these consolidated financial statements the ESSP is not yet implemented.
-	Equity Compensation Plan: annual incentive plan based on certain financial and operational targets defined by the Board of Directors upon approval of the annual budget.
---	---
-	Stand Alone Stock Option Grant: plan granted up to 1,200,000 underlying ordinary shares. The options have an exercise price of $4.55 and expire on October 31, 2029. Options can be exercised for a period of up to three years, with 1/3 vesting every 12 months, and on a cashless basis at their volume weighted average price (“VWAP”) of the ordinary shares during a twenty-day period to the date of exercise.
---	---
-	Employee Stock Option Plan: plan granted up to 100,000 underlying ordinary shares to certain key employees. The options have an exercise price of $5.55 and expire on October 23, 2030. Options can be exercised for a period of up to three years, with 1/3 vesting every 12 months, and on a cashless basis at their volume weighted average price (“VWAP”) of the ordinary shares during a twenty-day period to the date of exercise.
---	---
-	Past Share Option plan: immediately vested options with a strike price between $11.93 and $13.24.
---	---
-	Base Share Option plan: to vest and become exercisable in equal installments on June 30, 2023, June 30, 2024, and June 30, 2025, with a strike price between $10.47 and $10.79.
---	---
-	Performance Share Option plan: to vest and become exercisable if the Group’s fiscal year 2025 EBITDA reaches at least US$120 million, at 0% of the award, and linearly thereafter up to 100% of the awarded options when reaching at least US$150 million. These options have also a strike price of between $10.47 and $10.79.
---	---

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

BIOCERES GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024 and 2023 and for the yearsended June 30, 2024, 2023 and 2022

(Amounts in US$, except otherwise indicated)

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

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

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

2013 Stock Incentive Plan

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

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

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

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

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

BIOCERES GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024 and 2023 and for the yearsended June 30, 2024, 2023 and 2022

(Amounts in US$, except otherwise indicated)

Annual compensation - Bonus

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

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

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

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

20. CONTINGENCIES, COMMITMENTS AND RESTRICTIONS ON THE DISTRIBUTIONOF PROFITS

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

21. EVENTS OCCURRING AFTER THE REPORTING PERIOD

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

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

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

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

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

Within the context of a new strategy for our seed business, on February 6, 2025 we signed an agreement with GDM for the development of new soybean solutions with exclusive rights outside the drought tolerant space. Under this ten-year agreement, GDM will use Verdeca’s patented platform to develop and market a new generation of soybean varieties with superior agronomic performance. This opportunity will leverage from the collaboration that has already started several years ago.

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

BIOCERES GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024 and 2023 and for the yearsended June 30, 2024, 2023 and 2022

(Amounts in US$, except otherwise indicated)

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

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

Subsequent to June 30, 2024, there have been no other situations or circumstances that may require significant adjustments or further disclosure in these consolidated financial statements that were not mentioned above.

21.1 GOING CONCERN

While BIOX was able to resolve the uncertainties regarding its financial plan through this agreement, as a result of the loss of control over BIOX, access to financing that Bioceres S.A., its wholly owned subsidiary Bioceres LLC and Bioceres Group Limited had until then was restricted or limited.

The defaults by Bioceres S.A. and Bioceres LLC do not have implications in other debts as there are no cross-default clauses on the remaining financial debt of the Group.

The aforementioned events raise a material uncertainty which may cast significant doubt (or raise substantial doubt as contemplated by PCAOB standards) about the ability of Bioceres Group Limited to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty. Currently, the Group lacks sufficient financial resources to meet its obligations or fully implement its business plan. Without securing additional capital, or achieving a successful financial restructuring process, the Group will not be able to sustain its operations.

Management has plans to address the Group’s financial situation as follows:

●	Currently management is working on the financial<br>restructuring process of Bioceres S.A.’s outstanding debt, proposing among other alternatives the extension of the maturity of current<br>debt and the use of the Group’s cash inflows from operating activities, as well as obtaining the necessary capital to fully execute<br>the Group’s business plan.
●	Management expects that certain shareholders<br>and/or investors will continue or commence to provide new financing lines.
---	---
●	A dedicated Restructuring Committee has been<br>established to address and implement the aforementioned financial restructuring process.
---	---

However, there is no assurance that the restructuring process will be successful, that investors and shareholders will continue to provide financing, or that the Group's future operations will generate profitability. The uncertainty surrounding the ability to secure additional funding and the potential for continued operational losses contribute to raise a material uncertainty which may cast significant doubt (or raise substantial doubt as contemplated by PCAOB standards) about the Group’s ability to continue as a going concern.

Exhibit 99.4

Unaudited interim condensed consolidated financial statements as of December 31, 2024 and June 30, 2024,

and for the three- and six-month periods ended December 31, 2024 and 2023.

Moolec Science SA

Unaudited interim condensed consolidated financial statements as of December 31, 2024 and June 30, 2024,

and for the three and six-month ended December 31, 2024 and 2023

Unaudited interim condensed consolidated statements of comprehensive loss	1
Unaudited interim condensed consolidated statements of financial position	2
Unaudited interim condensed consolidated statements of changes in equity	3
Unaudited interim condensed consolidated statements of cash flows	4
Notes to the unaudited interim condensed consolidated financial statements	5
Note 1. General information	5
Note 2. Accounting standards and basis of preparation	5
Note 3. Summary of significant accounting policies	6
Note 4. Critical accounting judgements and estimates	8
Note 5. Comparative Information	8
Note 6. Intangible Assets	8
Note 7. Fixed Assets	9
Note 8. Other receivables	9
Note 9. Cash and cash equivalents	10
Note 10. Inventories	10
Note 11. Share capital and share premium	10
Note 12. Share based payment	11
Note 13. Accounts Payable	12
Note 14. Other liabilities	13
Note 15. Warrants liabilities	13
Note 16. Income Tax	13
Note 17. Financial debts	14
Note 18. Financial income / expenses	14
Note 19. Administrative expenses	15
Note 20. Research and development expense	15
Note 21. Cost of sales	16
Note 22. Net loss per share	16
Note 23. Related parties	17
Note 24. Financial instruments	18
Note 25. Events after the reporting period	20

Moolec Science SA

Unaudited interim condensed consolidated statementsof comprehensive loss

for the six and three-month periods ended December 31, 2024 and 2023

In USD [$]

		For the six months ended<br> December 31						For the three months ended<br> December 31
	Notes	2024			2023			2024			2023
Continuing operations
Revenue			4,199,966			1,992,163			2,642,964			252,114
Cost of sales	21		(4,859,562	)		(1,539,682	)		(3,317,333	)		(20,040	)
Other income			122,468			210,856			36,460			210,856
Research and development expense	20		(723,545	)		(903,757	)		(298,003	)		(516,022	)
Marketing expense			(332,310	)		(232,940	)		(151,319	)		(13,680	)
Administrative expense	19		(2,545,182	)		(3,548,767	)		(956,846	)		(1,685,349	)
Other operating expense			(22,794	)		(38,833	)		(15,427	)		(20,924	)
Loss from operations			(4,160,959	)		(4,060,960	)		(2,059,504	)		(1,793,045	)
Financial costs	18		(1,214,190	)		(196,706	)		(664,020	)		(103,390	)
Other Financial Results	18		1,326,093			431,865			608,520			(123,072	)
Loss investment in associates			(40,850	)		-			(31,414	)		-
Net loss before Income tax			(4,089,906	)		(3,825,801	)		(2,146,418	)		(2,019,507	)
Income tax benefit / (expense)	16		(252,900	)		451,281			(280,889	)		235,990
Net loss of the period			(4,342,806	)		(3,374,520	)		(2,427,307	)		(1,783,517	)
Basic and diluted loss per share	22		(0.11	)		(0.09	)		(0.06	)		(0.05	)
Other comprehensive income/ (loss)
Items that may be reclassified to profit or loss:
Foreign exchange differences on translation of foreign operations			660,622			(913,537	)		153,280			(882,861	)
Total other comprehensive income / (loss)			660,622			(913,537	)		153,280			(882,861	)
Total comprehensive loss for the period			(3,682,184	)		(4,288,057	)		(2,274,027	)		(2,666,378	)

The accompanying notes are an integral part of these unaudited interim condensed consolidated statements

Moolec Science SA

Unaudited interim condensed consolidated statementsof financial position

as of December 31, 2024 and June 30, 2024

In USD [$]

	Notes
ASSET
Non- current assets
Intangible assets	6	9,055,855		8,975,518
Fixed assets	7	1,263,344		1,172,144
Goodwill		281,034		262,532
Right-of-use of assets		368,970		443,212
Prepayments		25,453		36,015
Other non-current receivables	8	10,842,105		10,149,079
Total non-current assets		21,836,761		21,038,500
Current assets
Cash and cash equivalents	9	1,929,911		5,389,928
Trade receivables		1,929,807		471,500
Other receivables	8	808,795		1,010,539
Prepayments		31,316		596,938
Inventories	10	4,844,773		6,279,519
Total current assets		9,544,602		13,748,424
TOTAL ASSETS		31,381,363		34,786,924
LIABILITIES AND EQUITY
Equity
Share capital	11	401,272		385,641
Shares to be issued	11	-		3,068
Treasury shares	11	(1,232	)	(1,232	)
Share premium	11	70,152,421		69,159,382
Cost of own shares held	11	(303,768	)	(303,768	)
Cumulative translation adjustment	11	786,331		125,709
Equity settled share-based payment	12	2,039,743		3,382,343
Accumulated deficit		(70,278,189	)	(65,935,383	)
Total equity		2,796,578		6,815,760
Liabilities
Non-current liabilities
Accounts Payable	13	2,201,070		7,600,000
Financial debts	17	19,372,053		11,703,708
Other liabilities	14	71,515		196,511
Lease liability		166,153		248,532
Deferred tax liability		316,039		72,096
Total non-current liabilities		22,126,830		19,820,847
Current liabilities
Accounts payable	13	3,133,610		3,414,686
Financial debts	17	2,365,894		2,555,683
Other liabilities	14	494,578		1,451,093
Warrant liabilities	15	282,194		555,500
Lease liability		181,679		173,355
Total current liabilities		6,457,955		8,150,317
TOTAL LIABILITIES		28,584,785		27,971,164
TOTAL LIABILITIES AND EQUITY		31,381,363		34,786,924

The accompanying notes are an integral part of these unaudited interim condensed consolidated statements

Moolec Science SA

Unaudited interim condensed consolidated statementsof changes in equity

for the six months period ended December 31, 2024 and 2023

In USD [$]

	Share capital											Cost of						Equity
	Shares Issued		Shares to be issued			Treasury shares			Share Premium			own shares<br> held			Cumulative translation<br><br> adjustment			settled<br><br>share-based<br> payment			Retained (deficit)			Total <br> Equity
Balance as of June 30, 2023		375,641		3,068			-			66,996,982			-			18,112			1,335,253			(58,623,123	)		10,105,933
Exchange differences on translation of foreign operations		-		-			-			-			-			(913,537	)		-			-			(913,537	)
Equity settled share-based payment		-		-			-			-			-			-			866,142			-			866,142
Net loss of the period		-		-			-			-			-			-			-			(3,374,520	)		(3,374,520	)
Balance as of December 31, 2023		375,641		3,068			-			66,996,982			-			(895,425	)		2,201,395			(61,997,643	)		6,684,018
Balance as of June 30, 2024		385,641		3,068			(1,232	)		69,159,382			(303,768	)		125,709			3,382,343			(65,935,383	)		6,815,760
Issue of share capital		301		-			-			24,302			-			-			-			-			24,603
Issue of share capital – Shared-based payments		15,330		(2,427	)		-			1,186,013			-			-			(1,028,313	)		-			170,603
Settlement with shareholders (Business Combination)		-		(641	)		-			(217,276	)		-			-			-			-			(217,917	)
Equity settled share-based payment		-		-			-			-			-			-			(314,287	)		-			(314,287	)
Exchange differences on translation of foreign operations		-		-			-			-			-			660,622			-			-			660,622
Net loss of the period		-		-			-			-			-			-			-			(4,342,806	)		(4,342,806	)
Balance as of December 31, 2024		401,272		-			(1,232	)		70,152,421			(303,768	)		786,331			2,039,743			(70,278,189	)		2,796,578

The accompanying notes are an integral part of these unaudited interim condensed consolidated statements.

Moolec Science SA

Unaudited interim condensed consolidated statementsof cash flows

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

In USD [$]


Cash flows from operating activities
Loss for the period	(4,342,806	)	(3,374,520	)
Adjustments to reconcile loss for the period to net cash flows
Deferred tax benefit / (expense)	252,900		(451,281	)
Amortization intangible assets	477,038		336,346
Depreciation fixed assets	100,723		58,716
Depreciation of right-of-use assets	45,772		46,167
Employee share-based payment	(314,287	)	866,142
Financial income / (expenses)	(522,998	)	(586,583	)
Changes in working capital
Prepayments	579,738		326,284
Accounts receivable	(1,426,838	)	(48,263	)
Other receivables	350,915		40,157
Inventories	1,877,299		(196,430	)
Accounts Payable	963,631		(2,769,360	)
Other liabilities	(57,719	)	104,766
Net cash used in operating activities	(2,016,632	)	(5,647,859	)
Cash flows from investing activities
Acquisition of fixed assets	(115,866	)	(96,921	)
Capitalized development expenditures	(224,835	)	-
Purchase of Intangible assets	(17,898	)	-
Short-term investments subscriptions	-		(144,514	)
Short-term investments withdrawals	-		287,872
Net cash (used in) / generated from investing activities	(358,599	)	46,437
Cash flows from financing activities
Proceeds from issuance of convertible notes	-		5,590,000
Proceeds from financial debts	411,685		122,421
Payment of loans	(1,070,385	)	(268,418	)
Payments of interest	(364,166	)	(201,920	)
Payments of lease liabilities	(74,056	)	(49,537	)
Deferred payment for acquisition of ValoraSoy	-		(500,000	)
Proceed from issuance of shares	24,603		-
Net cash (used in) / generated from financing activities	(1,072,319	)	4,692,546
Net decrease in cash and cash equivalents	(3,447,549	)	(908,876	)
Cash and cash equivalents at beginning of the year	5,389,928		2,527,673
Effect of exchange rate changes and inflation on cash and equivalents	(12,468	)	82,686
Cash and cash equivalents at end of the period	1,929,911		1,701,483
Non-cash financing activities
Increase in Right-of-use asset recognition through and increase in Lease liabilities	-		(521,107	)
Increase in issuance of convertibles notes through Accounts Payables (see notes 13 and 17)	6,600,000		-
Increase in financial debt through other liabilities (see notes 14 and 17)	823,748		-
Decrease in other receivables through cancellation of commitment to issue shares - ValoraSoy Business Combination	217,917		-

The accompanying notes are an integral part of these unaudited interim condensed consolidated statements

Moolec Science SA

Notes to the unaudited interim condensed consolidatedfinancial statements

In USD [$]

Note 1. General information

The subsidiaries and joint arrangements of the Company, of which their financial results have been included in the interim condensed consolidated financial statements, and in which the Company holds a majority of the voting rights or shares joint control as of December 31, 2024 are as follows:

Name	Principal activities	Country of <br> incorporation and<br> principal place of<br> business
Moolec Science Limited (i)	Investment in subsidiaries	United Kingdom	100	%
LightJump Acquisition Corporation (ii)	Investment in subsidiaries	USA	100	%
ValoraSoy S.A.	Investment in subsidiaries	Argentina	100	%
AG Biomolecules LLC (DE)	Investment in subsidiaries	USA	100	%
Microo Foods Ingredients S.L.	Investment in joint arrangements	Spain	50	%
(i)	Moolec Science Limited has a branch office in Argentina, Moolec Science Limited S.E.
---	---
(ii)	LightJump Acquisition Corporation is an entity dissolved as of the date of issuance of these Financial Statements.
---	---

Note 2. Accounting standards and basis of preparation

Note 2.1. Basis of Presentation

These unaudited interim condensed consolidated financial statements of the Group have been prepared in accordance with the International Accounting Standard (“IAS”) IAS 34 Interim Financial Reporting, as issued by International Accounting Standard Board (“IASB”) and should be read in conjunction with the Group’s last annual consolidated financial statements as at and for the year ended June 30, 2024. These unaudited interim condensed consolidated financial statements do not include all the information required for a complete set of IFRS financial statements. However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the Group’s financial position and performance since the last annual consolidated financial statements.

These unaudited interim condensed consolidated financial statements of the Group were authorized and approved by the Board of Directors of Moolec Science SA in April 15, 2025, except with respect to the matters that raise substantial doubt about the Company’s ability to continue as a going concern discussed in Note 25.1. Going concern, which was approved by the Board of Directors on August 11, 2025.

Note 2.2. Use of estimates and judgements

The preparation of the unaudited interim condensed consolidated financial statements requires Management to make judgements, estimates and assumptions that affect the application of accounting policies and the reporting amounts as presented in the unaudited interim condensed consolidated financial statements for all periods presented. Estimates and underlying assumptions are reviewed on an ongoing basis.

The significant judgements made by management in applying the Group’s accounting policies and the key sources of estimation uncertainty were the same as those that applied to the consolidated financial statements as at and for the year ended 30 June 2024.

Note 3. Summary of significant accounting policies

The accounting policies applied in these unaudited interim condensed consolidated financial statements are the same as those applied in the Group’s consolidated financial statements as at and for the year ended 30 June 2024. The policy for recognizing and measuring income taxes in the interim periods is consistent with that applied in the previous interim period and is described in Note 16: Income tax.

Note 3.2. New and amended IFRS Standards thatare effective for the current period.

a)	The following new standards, amendments and interpretations became applicable for the current reporting period and adopted by the Group
-	Amendments to IFRS 16- Lease Liability in a Sale and Leaseback.
---	---
-	Amendments to IAS 1 – Non- current liabilities with covenants.
---	---
-	Amendments to IAS 7- Statement of Cash Flows & to IFRS 7- Financial Instruments: Disclosures
---	---

These new standards and amendments did nothave any material impact on the Group.

b)	The following new standards and amendments are not yet adopted by the Group.
-	IFRS 19 - Simplifying disclosure requirements for certain subsidiary financial statements. This standard specifies the disclosure requirements that an entity is permitted to apply instead of the disclosure requirements in other IFRS Accounting Standards. It is effective for annual periods beginning on or after 1 January 2027.
---	---
-	Amendments to IFRS 9 and IFRS 7 – Contracts Referencing Nature-dependent Electricity. The amendments are effective for annual periods beginning on or after January 1, 2026.
---	---
-	Annual Improvements to IFRS Accounting Standards—Volume 11. The amendments are effective for annual periods beginning on or after January 1, 2026.
---	---

These standardsand amendments are not expected to have a material impact on the Group

IFRS 18 – Presentation and Disclosure in Financial Statements. This standard sets out requirements for the presentation and disclosure of information in general purpose financial statements to help ensure they provide relevant information that faithfully represents an entity’s assets, liabilities, equity, income and expenses. It is effective for annual periods beginning on or after January 1, 2027.

Amendments to IAS 21- The Effects of Changes in Foreign Exchange Rates Titled Lack of Exchangeability. The amendments are effective for annual reporting periods beginning on or after 1 January 2025.

-	IFRS 9 and IFRS 7- Classification and measurement of financial instruments. The amendments are effective for annual periods beginning on or after January 1, 2026.
-	Amendments to IAS 21- The Effects of Changes in Foreign Exchange Ratestitled Lack of Exchangeability.
---	---

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

The Group is currently analyzing the potential impact of these newstandards on our financial statements

Note 3.3. Segment reporting

The Group’s revenue, results and assets for this one reportable segment can be determined by reference to the unaudited interim condensed consolidated statement of comprehensive income and unaudited interim condensed consolidated statement of financial position.

	For the six month <br> period ended						For the three month<br> period ended
	December 31,<br> 2024			December 31,<br> 2023			December 31,<br> 2024			December 31,<br> 2023
Revenue (1)		4,199,966			1,992,163			2,642,964			252,114
Cost of sales (2)		(4,859,562	)		(1,539,682	)		(3,317,333	)		(20,040	)
(1)	Includes impact of IAS 29 for $15,264 increase in revenues and $1,081,717 decrease in revenues for the six months period ended on December 31 2024 and 2023, respectively. For the three month period ended December 31, 2024 and 2023 includes impact of IAS 29 for $4,632 increase in revenues and $87,359 decrease in revenues.
---	---
(2)	Includes impact of IAS 29 for $130,331 increase in costs of sales and $603,688 decrease in cost of sales for the six months period ended on December 31, 2024, and 2023, respectively. For the three month period ended December 31, 2024 and 2023 includes impact of IAS 29 for $1,075,731 increase in cost of sales and $739,861 decrease in cost of sales.
---	---

As required by IFRS 8 Operating Segments, below are presented applicable entity-wide disclosures related to Moolec Science’s revenues.

Revenues breakdown:

The Company’s revenues arise from operations in Argentina. During the periods covered by these unaudited interim condensed consolidated financial statements the Company had no revenues from customers attributed to the entity’s country of domicile.

Non-current assets other than financialinstruments

Non-current assets other than financial instruments are located in the following countries:

	As of<br> December 31,<br> 2024		As of <br> June 30,<br> 2024
Luxembourg		1,181,034		1,262,532
United Kingdom		2,929,509		3,000,836
Argentina		4,789,052		4,673,592
United States		2,095,061		1,952,461
Total non-current assets other than financial instruments	$	10,994,656	$	10,889,421

Note 4. Critical accounting judgements and estimates

Note 5. Comparative Information

The information disclosed for comparative purposes arises from the consolidated financial statements of Moolec as of June 30, 2024 and from unaudited financial statements for the period of July 1, 2023 through December 31, 2023 respectively.

The Company has reclassified some expenses in the notes in the comparative periods to improve the presentation and understanding of the financial information. Those reclassifications do not impact on the previously reported total comprehensive results, financial position or cash flows.

Note 6. Intangible Assets

	2024			2023
As of June 30,
Cost		9,783,409			8,613,615
Accumulated Amortization		(807,891	)		(94,517	)
Net book amount	$	8,975,518		$	8,519,098
	2024			2023
---	---	---	---	---	---	---
Six months period ended December 31,
Opening net book amount		8,975,518			8,519,098
Effect of changes in foreign exchange rates		282,950			(1,327,202	)
Additions (i)		274,425			-
Amortization (ii)		(477,038	)		(336,346	)
Closing net book amount	$	9,055,855		$	6,855,550
	2024			2023
---	---	---	---	---	---	---
As of December 31,
Cost		10,340,784			7,286,413
Accumulated Amortization		(1,284,929	)		(430,863	)
Net book amount	$	9,055,855		$	6,855,550
(i)	Starting the second quarter of fiscal year 2025, Moolec identified that the development process of the “Piggy sooy” product completed stage “Early development”, consequently, the patent development expenses have started to be capitalized as part of a new intangible. As of December 31, 2024 the total capitalized amounts to $256,527.
---	---
(ii)	The amortization charge is included in Administrative expenses and Research and development expenses (see notes 19 and 20).
---	---

Note 7. Fixed Assets

	2024			2023
As of June 30,
Cost		1,378,503			1,171,286
Accumulated Amortization		(206,359	)		(29,204	)
Net book amount	$	1,172,144		$	1,142,082
	2024			2023
---	---	---	---	---	---	---
Six months period ended December 31,
Opening net book amount		1,172,144			1,142,082
Effect of changes in foreign exchange rates		76,057			(389,686	)
Additions		115,866			96,921
Depreciation (i)		(100,723	)		(58,716	)
Closing net book amount	$	1,263,344		$	790,601
	2024			2023
---	---	---	---	---	---	---
As of December 31,
Cost		1,570,426			878,521
Accumulated Depreciation		(307,082	)		(87,920	)
Net book amount	$	1,263,344		$	790,601
(i)	The depreciation charge is included in Administrative expenses and Cost of sales (see notes 19 and 21).
---	---

Note 8. Other receivables

	As of<br> December 31,<br> 2024		As of <br> June 30,<br> 2024
Receivables with shareholders (i)		10,842,105		10,149,079
Total Other receivables – Non current	$	10,842,105	$	10,149,079
(i)	Moolec Science Limited issued an aggregate number of Moolec Science Limited ordinary shares equal to 2,354,069 (or 1,500,000 of Moolec Science SA shares after the transaction) to current individual shareholders of Bioceres S.A., and Bioceres Group PLC, (“New shareholders”) Moolec and the new shareholders entered into a subscription agreement (the “shareholders’ subscription agreement”) prior to the transaction pursuant to which Moolec Science Limited agreed to issue 2,354,069 of Moolec Science Limited ordinary shares. The subscription agreement dated December 22, 2022. The new shareholders agreed to pay an aggregate purchase price of $15,000,000 within 5 years from the date of such subscription agreement. Such shareholders’ subscription agreement accrues an internal rate of return of 13.20%. The accrued interest is included in Other Financial Results.
---	---

	As of<br> December 31,<br> 2024		As of <br> June 30,<br> 2024
Taxes		744,301		622,614
Others		64,494		387,925
Total Other receivables – Current	$	808,795	$	1,010,539

Note 9. Cash and cash equivalents

Cash and cash equivalents at each end of period/year, as disclosed in the unaudited interim condensed consolidated statements of cash flows, may be reconciled against the items related to the unaudited interim condensed consolidated statement of financial position as follows:

	As of<br> December 31,<br> 2024		As of <br> June 30,<br> 2024
Bank accounts		925,055		3,295,805
Short-term investments		1,004,117		2,093,374
Cash		739		749
Total cash and cash equivalents	$	1,929,911	$	5,389,928

Note 10. Inventories

	As of<br> December 31,<br> 2024		As of <br> June 30,<br> 2024
Raw materials		3,926,171		6,215,720
Finished goods		918,602		63,799
Total Inventories	$	4,844,773	$	6,279,519

Note 11. Share capital and share premium

As of December 31, 2024, the share capital stock and share premium amounts to $70,553,693. The following table sets forth details of the balances as of December 31, 2024 and 2023, as of June 30, 2024 and 2023:

	Number of<br> shares
Balance as of June 30, and December 31, 2023		37,563,768	375,641	3,068		-		66,996,982		-
Balance as of June 30, 2024		38,440,602	385,641	3,068		(1,232	)	69,159,382		(303,768	)
Issue of share capital (i)		30,103	301	-		-		24,302		-
Settlement with shareholders (Business Combination)		-	-	(641	)	-		(217,276	)
Issue of share capital – Shared-based payments (ii)		1,532,969	15,330	(2,427	)	-		1,186,013		-
Balance as of December 31, 2024		40,003,674	401,272	-		(1,232	)	70,152,421		(303,768	)
(i)	In April 2023, the Company entered into a Share Purchase Agreement with Nomura Securities International, Inc (“Nomura”). The Agreement provides for a committed equity financing facility under which the Company has the option, but not the obligation, to sell up to the equivalent of $50 million in aggregate gross purchase price of its ordinary shares to Nomura over a 36-month period, subject to the terms of the Agreement. The Company intends to use the proceeds from any future sales of securities under the financing facility, if it is utilized, for general corporate purposes.
---	---

On October 2024, 30,103 shares (equivalent to $ 301) were issued under the Share Purchase Agreement.

(ii)	On December 2024, the Board of Directors approved an increase in the Company’s share capital by an amount of $15,330 (equivalent to 1,532,969 shares), bringing the total share capital to $401,272. This increase was authorized to issue the shares under “Shared to be issued” and the related ones to “RSUs” in the statement of changes in equity (non-cash transaction)

Note 12. Share based payment

Under the share-based compensation plan, some employees and members of the executive management team as defined by the Board of Directors, were granted share options or restricted stock units (“RSU”) in return for their services to the Group.

On September 18, 2024, the Board of Directors approved the 2024 Incentive Plan (the “Plan”), making some minor modifications to the previous share-based compensation plan. Subsequently, on December 12, 2024, the Board approved the possibility of making additional grants under the Plan and revised certain terms. These changes were designed to attract, retain, and motivate key executives while promoting sustained growth and enhancing shareholder value.

As of December 31, 2024, Moolec had the following shared-based payment arrangements for executives and senior management:

●	Group 1 granted up to 579,078 underlying ordinary shares (options). The options have an exercise price of $1.52 and expire in December 2030 (except one case in June 2031).
●	Group 2 granted up to 344,555 underlying ordinary shares (options). The options have an exercise price of $8.00 and expire in December 2030.
---	---
●	Group 3 granted up to 833,333 underlying ordinary shares (options). The options have an exercise price of $4.25 and expire between January 2033 and March 2034.
---	---

Also, for the period ended December 31, 2024 RSU awards were accrued to some employees and members of the executive team amounting to the equivalent of $106,468 (and $172,670 for the period ended December 31, 2023). The expense is recognized as an employee benefit expense, with a corresponding increase in equity (or liability, depending on the characteristics of the award)

The fair value of the options granted is measured at grant date and recognized in accordance with the requirements of IFRS 2, as an employee benefit expense, with a corresponding increase in equity.

Factor	Group 1			Group 2			Group 3
Fair value of shares (range)	$	1.00		$	1.00		$	1.63 - 3.21
Exercise price	$	1.52		$	8.00		$	4.25
Expected volatility		70	%		70	%		70	%
Dividend rate		-			-			-
Reference risk-free interest rate		3.00	%		3.00	%		4.25	%
Plan duration		10 years			10 years			10 years
Fair value of stock options at measurement date (range)	$	9.11		$	7.25		$	1.02 – 2.65

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

The following table shows the amount and exercise price and the movements of the stock options of executives and managers of the Group for the period ended December 31, 2024.

	December 31, 2024
	Group 1				Group 2				Group 3
	Number of<br> options		Exercise<br> price		Number of<br> options		Exercise<br> price		Number of<br> options		Exercise<br> price
At the beginning		325,826	$	1.52		206,598	$	8.00		833,333	$	4.25
Granted during the period		-		-		-		-		-	$	-
Forfeited during the period		-		-		-		-		-		-
Exercised during the period		-		-		-		-		-		-
Expired during the period		-		-		-		-		-		-
At the ending		325,826	$	1.52		206,598	$	8.00		833,333	$	4.25

The charge of the stock options recognized during the six months period ended on December 31, 2024 and 2023, was $(161,327) and $(522,474). For the three-month period ended December 31, 2024 and 2023 the charge of the stock options recognized was $ (24, 751) and $(286, 952) respectively.

The charge of the RSUs recognized for the six months period ended on December 31, 2024 and 2023, was $(106,468) and $(172,670). For the three-month period ended December 31, 2024 and 2023 the charge of the RSUs recognized was $(53,234) and $(86,335) respectively.

Note 13. Accounts Payable

	As of<br> December 31,<br> 2024		As of<br> June 30,<br> 2024
Long term account payable with BIOX (i)		2,201,070		7,600,000
Total Accounts payable – Non Current	$	2,201,070	$	7,600,000

On June 14, 2024, Moolec Science SA and Bioceres Crop Solutions Corp. (“BIOX”) signed an agreement under which BIOX sold 15,000 tons of HB4 soybean to Moolec Science SA for an amount of USD 6,600,000 payable in 2026. Later, on September 15, 2024 such payables were exchanged for a convertible note (see note 17). Additionally, on June 29, 2024, Moolec Science SA entered into aTechnology Access License Agreement with BIOX for molecular farming purposes for USD 1,000,000, granting Moolec Science SA the right to use BIOX’s HB4 technology for a period of 5 years

On December 30, 2024, Moolec Science SA and Bioceres Crop Solutions Corp. (“BIOX”) signed and additional agreement under which BIOX sold 4,000 tons of soybean to Moolec Science SA for an amount of USD 1,201,070 payable in 2026.

	As of<br> December 31,<br> 2024		As of<br> June 30,<br> 2024
Accruals		1,489,478		1,351,057
Trade payables		1,027,591		873,534
Related parties (i)		547,446		568,835
Transaction expenses payable		69,095		621,260
Total Accounts payable – Current	$	3,133,610	$	3,414,686
(i)	The details of the related parties payables are included in Related Party (see note 23)
---	---

Note 14. Other liabilities

	As of<br> December 31,<br> 2024		As of<br> June 30,<br> 2024
Related parties (i)		-		794,301
Wages		215,471		288,213
Taxes		74,614		134,212
Others		204,493		234,367
Total Other liabilities - Current	$	494,578	$	1,451,093

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

(i)	The details of the related parties payables are included in Related Party (see note 23)

Note 15. Warrants liabilities

Considering that the fair value as of December 31, 2024 and June 30, 2024, is $0.0254 and $0.0500 per Ordinary Share respectively, the valuation of warrants is the following:

	As of<br> December 31,<br> 2024			As of<br> June 30,<br> 2024
At the beginning of the period / year	$	555,500		$	887,689
Fair value remeasurement (Gain)		(273,306	)		(332,189	)
At the end of the period / year	$	282,194		$	555,500

Note 16. Income Tax

Income tax recognized through profit or loss

Income tax expense is recognized at an amount determined by multiplying the profit (loss) before tax for the interim reporting period by management’s best estimate of the weighted-average annual income tax rate expected for the full financial year, adjusted for the tax effect of certain items recognized in full in the interim period. As such, the effective tax rate in the unaudited interim condensed consolidated financial statements may differ from management’s estimate of the effective tax rate for the annual financial statements.

The Group’s consolidated loss before income tax for the six months ended December 31, 2024 amounts to $4,089,906 (loss for the six months ended December 31, 2023 $3,825,801). The income tax benefit / (charge) for the six months ended December 31, 2024 was ($252,900) (for the six months ended December 2023 was $451,281). For the three months period ended December 31, 2024 and 2023 the income tax benefit / (charge) was ($280,889) and $235,990 respectively.

The Group’s consolidate the effective tax rate with respect to continuing operations for the six months ended December 31, 2024 was 6.18%.

The tax rate used for 2024 represents the tax rate of 15% on the taxable income payable by the Group entities in Luxemburg, in accordance with the tax laws of said jurisdiction.

Taxation for other jurisdictions is calculated at the rates prevailing in the respective jurisdiction.

Note 17. Financial Debts

	As of<br> December 31,<br> 2024		As of <br> June 30, <br> 2024
Financial debt denominated in US Dollars (i)		18,498,479		10,940,000
Financial debt denominated in Argentinian Pesos		873,574		763,708
Total Financial Debt - Non-Current	$	19,372,053	$	11,703,708

	As of<br> December 31,<br> 2024		As of <br> June 30, <br> 2024
Financial debt denominated in US Dollars		2,019,993		1,768,715
Financial debt denominated in Argentinian Pesos		345,901		786,968
Total Financial Debt - Current	$	2,365,894	$	2,555,683
(i)	On September 17, 2024, Moolec Science issued convertible notes to BIOX in exchange for the non-current accounts payable related to the purchase of HB4 soybean equivalent to $6.6 million. The convertible note has a term of three years with an early conversion option. If the early conversion option is exercised, Moolec Science will have the option to pay the outstanding amount at that date using shares, cash or a combination of both. The interest rate of the note will be calculated on a quarterly basis, and will be 10% of the actual delivery value divided the total amount of the note. The interest will be payable annually in cash in arrears on anniversary of the date of the notes and on the maturity date, however the Company will have the option at each payment date to capitalize the interest accrued.
---	---

Note 18. Financial income / expenses

	For the six month<br> period ended						For the three month<br> period ended
	December 31,<br> 2024			December 31,<br> 2023			December 31,<br> 2024			December 31,<br> 2023
Financial Costs
Interest expense		(1,194,386	)		(179,235	)		(654,611	)		(92,021	)
Lease Liability Interest		(19,804	)		(17,471	)		(9,409	)		(11,369	)
Total Financial Costs	$	(1,214,190	)	$	(196,706	)	$	(664,020	)	$	(103,390	)
Other financial results
Interest income (Shareholders’ loan)		693,026			693,026			346,513			346,513
Inflation adjustment		145,944			892,143			32,639			355,965
Change in warrants		273,306			643,269			162,206			145,541
Exchange rate gains / (losses)		182,218			(2,120,215	)		96,366			(1,199,317	)
Investment results		84,225			335,263			46,086			231,104
Other		(52,626	)		(11,621	)		(75,290	)		(2,878	)
Total Other financial results	$	1,326,093		$	431,865		$	608,520		$	(123,072	)
Total net financial income / (expense)	$	111,903		$	235,159		$	(55,500	)	$	(226,462	)

Note 19. Administrative expenses

	For the six month<br> period ended						For the three month<br> period ended
	December 31,<br> 2024			December 31,<br> 2023			December 31,<br> 2024			December 31,<br> 2023
Audit, legal and accountancy fees		(765,386	)		(1,225,877	)		(421,986	)		(532,026	)
Payroll Expenses		(620,413	)		(417,493	)		(345,304	)		(236,535	)
Insurance		(490,536	)		(248,696	)		(254,398	)		(106,755	)
Professional fees		(376,685	)		(267,381	)		(187,824	)		(93,910	)
Amortization of intangible assets		(265,003	)		(280,329	)		(133,247	)		(142,218	)
Other office and administrative expenses		(142,426	)		(90,764	)		(73,066	)		(28,411	)
Taxes		(71,535	)		(6,418	)		(60,636	)		(6,418	)
Travel Expenses		(68,203	)		(85,209	)		(49,261	)		(48,626	)
Amortization of right-of-use assets		(14,079	)		(4,693	)		(7,040	)		(4,693	)
Depreciation of fixed assets		(12,723	)		(6,283	)		(7,691	)		(2,230	)
Equity settled share-based payment (1)		281,807			(915,624	)		583,607			(483,527	)
Total Administrative expenses	$	(2,545,182	)	$	(3,548,767	)	$	(956,846	)	$	(1,685,349	)
(1)	As of December 31, 2024, the Company recognized an income of $0.6 million related to the reversal of previously recognized share-based payment expenses. This adjustment arose due to the non-fulfillment of specific performance milestones required for some participants to earn the associated benefits under the share-based compensation plan whose first milestone was to be measured as of December 31, 2024. As a result, the previously accrued expense was reversed in accordance with IFRS 2 – Share-based Payment, recognizing the corresponding impact in the statement of profit or loss under administrative expenses.
---	---

Note 20. Research and development expense

	For the six month<br> period ended						For the three month <br> period ended
	December 31, <br> 2024			December 31,<br> 2023			December 31,<br> 2024			December 31,<br> 2023
Professional fees		(410,263	)		(703,788	)		(157,924	)		(368,559	)
Amortization of intangible assets		(212,035	)		(62,365	)		(106,018	)		(60,484	)
Laboratories’ related expenses		(59,720	)		(78,104	)		(29,144	)		(37,373	)
Amortization right-of-use assets		(31,693	)		(41,474	)		-			(31,580	)
Depreciation of fixed assets		(9,834	)		-			(4,917	)		-
Other research and development expenses		-			(18,026	)		-			(18,026	)
Total Research and development expenses	$	(723,545	)	$	(903,757	)	$	(298,003	)	$	(516,022	)

Note 21. Cost of sales

	For the six month<br> period ended						For the three month <br> period ended
	December 31,<br> 2024			December 31,<br> 2023			December 31,<br> 2024			December 31,<br> 2023
Inventories at beginning		(6,279,519	)		(465,748	)		(5,577,551	)		(390,293	)
Purchases		(1,855,052	)		(1,223,344	)		(1,619,353	)		(126,095	)
Production costs
Payroll and professional fees		(301,546	)		(228,347	)		(163,961	)		(25,535	)
Maintenance, energy and fuel related to fixed assets		(261,408	)		(118,408	)		(107,772	)		(16,773	)
Amortization and depreciation		(78,166	)		(46,085	)		(40,013	)		(9,507	)
Other production costs		(232,633	)		(119,927	)		(150,301	)		6,701
Sub-total production costs		(873,753	)		(512,767	)		(462,047	)		(45,114	)
Foreign currency translation		(696,011	)		160,595			(503,155	)		39,880
Sub-total		(9,704,335	)		(2,041,264	)		(8,162,106	)		(521,622	)
Inventories as of the end		4,844,773			501,582			4,844,773			501,582
Cost of sales	$	(4,859,562	)	$	(1,539,682	)	$	(3,317,333	)	$	(20,040	)

Note 22. Net loss per share

The Group’s basic and diluted loss per ordinary share are the same because the Group has generated net loss to ordinary shareholders. The following table presents the calculation of basic and diluted loss per ordinary share for the periods ended on December 31, 2024 and 2023 as follows:

	For the six-month <br> periods ended						For the three-month<br> periods ended
Numerator	December 31, <br> 2024			December 31, <br> 2023			December 31, <br> 2024			December 31, <br> 2023
Loss for the period, attributable to the owners of the Group		(4,342,806	)		(3,374,520	)		(2,427,307	)		(1,783,517	)
Loss attributable to the ordinary shareholders		(4,342,806	)		(3,374,520	)		(2,427,307	)		(1,783,517	)

Weighted-average number of ordinary shares (basic and diluted)

	For the six-month <br> periods ended				For the three-month <br> periods ended
Denominator	December 31, <br> 2024		December 31, <br> 2023		December 31, <br> 2024		December 31, <br> 2023
Weighted-average number of ordinary shares		38,822,121		37,806,468		38,960,941		37,806,468
	For the six-month <br> periods ended						For the three-month <br> periods ended
---	---	---	---	---	---	---	---	---	---	---	---	---
Net loss attributable to ordinary shareholders per share	December 31, <br> 2024			December 31, <br> 2023			December 31, <br> 2024			December 31, <br> 2023
Basic and Diluted		(0.11	)		(0.09	)		(0.06	)		(0.05	)

Convertible notes outstanding were not includedin the diluted EPS calculations for the period ended December 31, 2024 and 2023 because the interest (net of tax and other changes inincome or expense) per ordinary share obtainable on conversion exceeds basic earnings per share.

Note 23. Related parties

Transactions with key management personnel

Key management personnel compensation comprised:

	For the six months <br> period ended				For the three months<br> period ended
In USD ($)	December 31,<br> 2024		December 31,<br> 2023		December 31,<br> 2024		December 31,<br> 2023
Short-term employee benefits		51,968		79,170		25,984		63,795
Share based payment		161,327		376,166		79,101		161,203

Other Related Party Transactions

		For the six months <br> period ended				For the three months<br> period ended
In USD ($)	Note	December 31,<br> 2024		December 31,<br> 2023		December 31,<br> 2024		December 31,<br> 2023
Share based payment
Key management			161,327		376,166		79,101		161,203
Services Provided by Other Companies
Bioceres Crop Solutions Corp	(i)		7,801,070		-		1,201,070		-
Union Group Ventures Limited	(ii)		823,748		-		-		-
98.6% owned by Bioceres S.A. - INDEAR S.A.- Instituto de Agrobiotecnología Rosario	(iii)		10,269		28,111		4,224		1,997
30% owned by Bioceres S.A. - INMET S.A.- Ingenieria Metabolica S.A	(iv)		-		30,183		-		10,433
Owned by Bioceres S.A. - Agrality Inc.	(v)		-		26,750		-		-
Founded and operated by the Company’s CPO - Future Foods B.V.	(vi)		-		1,580		-		-
(i)	Moolec Science SA and Bioceres Crop Solutions Corp. (“BIOX”) signed an agreement under which BIOX sold 15,000 tons of HB4 soybean to Moolec Science SA for an amount of USD 6,600,000 payable in 2026. Later, on September 15, 2024 such payables were exchanged for a convertible note (see notes 13 and 17).
---	---
(ii)	The Company signed an amendment to the promissory notes with Union Group Ventures Limited, under which the interest rates and payment terms are updated.
---	---
(iii)	The Company entered into an agreement with INDEAR S.A.- Instituto de Agrobiotecnologia Rosario where it would receive research services in exchange for payment.
---	---
(iv)	The Company entered into an agreement with INMET S.A.- Ingenieria Metabolica S,A through which it would receive research services in exchange for payment.
---	---
(v)	The Company entered into an agreement with Agrality Inc, for the provision of services.
---	---
(vi)	The Company entered into an agreement with Future Foods B.V. for the provision of services
---	---

Other Related Party Balances

In USD ($)	Balance outstanding<br> as of<br> December 31,<br> 2024
Invim Corporativo S.L. (ii)		(11,106,974	)	(10,572,772	)
Bioceres Crop Solutions Corp (iii)		(8,997,476	)	(7,600,000	)
Union Group Ventures Limited (ii)		(854,289	)	(794,301	)
100% Subsidiary of Bioceres S.A. - Bioceres LL (i)		(491,894	)	(491,894	)
Agrality Inc (i)		(26,750	)	(26,750	)
Founded and operated by the Company’s CPO - Future Foods B.V. (i)		(24,644	)	(47,199	)
INDEAR S.A. (i)		(4,158	)	(2,992	)
(i)	Balances are included in Accounts payable (see note 13)
---	---
(ii)	Balances are included in Financial debt (see note 17)
---	---
(iii)	Balances are included in Accounts payable and Financial debt (see notes 13 and 17 respectively)
---	---

Note 24. Financial instruments

Accounting classification and fair value

Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 3: Valuation techniques use significant inputs that are not based on observable market data (unobservable inputs).

The following represents the carrying value and fair value of the Company’s financial instruments and non-financial derivatives:

Recurring measurements	Note	As of<br> December 31,<br> 2024			As of <br> June 30,<br> 2024
Financial Assets
Amortized costs
Cash and cash equivalents	(i)		925,794			3,296,554
Trade and other receivables	(i)		13,580,707			11,631,118
Fair value through profit or loss
Cash and cash equivalents	(iii)		1,004,117			2,093,374
Total financial assets		$	15,510,618		$	17,021,046
Financial Liabilities
Amortized costs
Trade and other payables	(i)		5,900,773			12,662,290
Financial debts	(ii)		21,737,947			14,259,391
Lease liabilities	(i)		347,832			421,887
Fair value through profit or loss
Warrant liabilities	(iii)		282,194			555,500
Total financial liabilities			28,268,746			27,899,068
Net financial (liability)		$	(12,758,128	)	$	(10,878,022	)
(i)	Cash, short-term investments, trade and other receivables, prepayments, trade and other payables and lease liabilities are recorded at carrying value, which approximates fair value due to their short-term nature and generally negligible credit losses.
---	---
(ii)	The fair value of the Company’s long-term debt is based on secondary market indicators, categorized in level 2 of the fair value hierarchy. As of June 30, and December 31, 2024 the fair value equivalent to an amount of $9,562,041 and $14,997,044 respectively.
---	---
(iii)	Fair value of cash equivalent, short-term investment and warrants has been determined using the quoted market price at the period-end (level 1).
---	---

Note 25. Events after the reporting period

Management has considered subsequent events through the date these consolidated financial statements were issued:

On March 11, 2025 the Company received a letter from the staff of the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it has not regained compliance with Nasdaq Listing Rule 5550(a)(2) due to the closing bid price of its listed securities remaining below $1.00 per share over 30 consecutive business days as of September 10, 2024, and failing to reach $1.00 for more than 10 consecutive business days thereafter.

On March 13, 2025, the Company appealed the Staff’s determination to a Hearings Panel and intends to present a plan to regain and maintain compliance with Nasdaq Listing Rule 5550(a)(2) by executing a reverse share split, and such appeal automatically stays any potential delisting and the filing of the Form 25-NSE pending the hearing and decision of the Hearings Panel.

On April 4, 2025, the Company was granted an exception by Nasdaq until May 30, 2025 to effect the reverse share split and thereafter regain compliance with the Bid Price Rule. In the event the Company fails to regain compliance with the Bid Price Rule by that date, its securities will be delisted.

On March 14, 2025, the Board of Directors approved and authorized the convening of an extraordinary shareholders' meeting upon completion of all necessary formalities to consider and vote on the proposed reverse share split.

On March 19, the Board of Directors reviewed and discussed the appropriate minimum and maximum ratio to be informed to Nasdaq in connection with the Reverse Stock Split. After due consideration of market conditions and regulatory requirements, the Board recommends a ratio within the range of 2 to 10. This recommended range will be subject to further confirmation by the Board at the time of convening the extraordinary shareholders' meeting (“EGM”). The final ratio will ultimately be determined and approved by the shareholders during the EGM.

On March 24, 2025 the State of Delaware approved the dissolution of the non-operative subsidiary Lightjump Acquisition Corporation.

As of the date of issuance of these financial statements, the Company is in the process of filing the transfer of jurisdiction of incorporation from the Grand Duchy of Luxembourg to the Cayman Islands, as an exempted company incorporated under the laws of such country.

On April 7, 2025, it was notified of an extraordinary general meeting of the shareholders ("EGM") to be held on April 22, 2025. Matters submitted to the Extraordinary General Meeting include the approval of the transfer of the central administration (administration centrale) and registered office (siègesocial) of the Company from the Grand Duchy of Luxembourg to the Cayman Islands, and to set the registered office of the Company at c/o Ogier Global (Cayman) Limited, 89 Nexus Way, Camana Bay, Grand Cayman KY1-9009, Cayman Islands, with effect as from the Effective Date (as defined in the convening notice), to acknowledge the Migration (as defined in the convening notice) and to approve the Share Capital Reduction (as defined in the convening notice) of the Company so as to reduce the share capital pursuant to the Consolidation Ratio (as defined in the convening notice), which will be set between 2:1 and 10:1.

On April 7, 2025, Mr. Gastón Paladini and Mr. Esteban Corley informed Moolec Science SA of their resignations as Members of the Board of Directors, effective as of April 22, 2025, immediately following the conclusion of the Extraordinary General Meeting (EGM), or by 11:59 p.m. Luxembourg time on that same day, whichever occurs first. In addition, Mr. Paladini will also resign as Chairman of the Board and Chief Executive Officer (CEO) of the Company, effective as of the same date.

The scheduled EGM will consider the potential appointment of two new members for the Company’s Board. The Board of Directors will announce in due time the Company’s new Chief Executive Officer before April 22, 2025. All Board members remain fully committed to the Company’s operations and strategic objectives, and will continue working diligently and with dedication to deliver value to its stakeholders.

25.1. Going concern

The defaults by Bioceres S.A. and Bioceres LLC do not have implications in other debts as there are no cross-default clauses on the remaining financial debt of the Group.

Management has plans to address the Group’s financial situation as follows:

●	Currently management is working on the financial restructuring process of Bioceres S.A.’s outstanding<br>debt, proposing among other alternatives the extension of the maturity of current debt and the use of the Group’s cash inflows from<br>operating activities, as well as obtaining the necessary capital to fully execute the Group’s business plan.
●	Management expects that certain shareholders and/or investors will continue or commence to provide new<br>financing lines.
---	---
●	A dedicated Restructuring Committee has been established to address and implement the aforementioned financial<br>restructuring process.
---	---

Exhibit 99.5

BIOCERES GROUP PLC

Registration number: 13310943

BIOCERESGROUP PLC

Unaudited interim condensed consolidated financialstatements

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

periods ended December 31, 2024 and 2023.

BIOCERES GROUP PLC

Registration number: 13310943

Contents

Unaudited interim condensed consolidated financial statements as of December 31, 2024 and June 30, 2024, and for the six-month periods ended December 31, 2024 and 2023.

Unaudited interim condensed consolidated statements of financial position as of December 31, 2024 and June 30, 2024	2
Unaudited interim condensed consolidated statements of comprehensive income for the six-month periods ended December 31, 2024 and 2023	4
Unaudited interim condensed consolidated statements of changes in equity for the six-month periods ended December 31, 2024 and 2023	5
Unaudited interim condensed consolidated statements of cash flows for the six-month periods ended December 31, 2024 and 2023	7
Notes to the unaudited interim condensed consolidated financial statements	9

BIOCERES GROUP PLC

Registration number: 13310943

UNAUDITED INTERIMCONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

As of December 31, 2024, and June 30, 2024

(Amounts in US$)

	Notes
ASSETS
NON-CURRENT ASSETS
Other financial assets	5.2	373,520	190,517
Other receivables	5.4	27,128,645	27,887,034
Income taxes		15,379	10,889
Deferred tax assets	7	19,975,796	14,476,230
Investments in joint ventures and associates	11	64,991,989	92,795,851
Property, plant and equipment	5.6	74,935,727	74,612,434
Investment properties		560,783	560,783
Intangible assets	5.7	176,760,919	177,331,280
Goodwill	5.8	112,163,432	112,163,432
Right of use asset	14	16,335,484	11,601,752
Total non-current assets		493,241,674	511,630,202
CURRENT ASSETS
Cash and cash equivalents	5.1	33,201,142	52,994,865
Other financial assets	5.2	9,597,877	14,667,607
Trade receivables	5.3	228,437,463	209,007,195
Other receivables	5.4	38,376,133	34,657,383
Recoverable income tax		1,500,924	655,691
Inventories	5.5	101,809,489	125,929,768
Biological assets		4,398,841	294,134
Total current assets		417,321,869	438,206,643
Total assets		910,563,543	949,836,845

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

BIOCERES GROUP PLC

Registration number: 13310943

UNAUDITED INTERIM CONDENSED CONSOLIDATEDSTATEMENTS OF FINANCIAL POSITION

As of December 31, 2024, and June 30, 2024

(Amounts in US$)

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

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

BIOCERES GROUP PLC

Registration number: 13310943

UNAUDITED INTERIM CONDENSED CONSOLIDATEDSTATEMENTS OF COMPREHENSIVE INCOME

For the six-month periods ended of December31, 2024, and 2023

(Amounts in US$)

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

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

BIOCERES GROUP PLC

Registration number: 13310943

UNAUDITED INTERIM CONDENSED CONSOLIDATEDSTATEMENTS OF CHANGES IN EQUITY

For the six-month periods ended of December31, 2024, and 2023

(Amounts in US$)

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

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

BIOCERES GROUP PLC

Registration number: 13310943

UNAUDITED INTERIM CONDENSED CONSOLIDATEDSTATEMENTS OF CHANGES IN EQUITY

For the six-month periods ended of December31, 2024, and 2023

(Amounts in US$)

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

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

BIOCERES GROUP PLC

Registration number: 13310943

UNAUDITED INTERIM CONDENSED CONSOLIDATEDSTATEMENTS OF CASH

For the six-month periods ended of December31, 2024, and 2023

(Amounts in US$)

	Notes
OPERATING ACTIVITIES
Loss for the period		(36,823,892	)	(38,709,473	)
Adjustments to reconcile profit to net cash flows
Income tax		(3,091,074	)	7,444,529
Depreciation of property, plant and equipment	6.3/6.4	3,046,924		2,567,152
Amortization of intangible assets	6.3/6.4	5,944,308		5,475,007
Depreciation of leased assets		2,219,948		3,418,956
Share-based incentive and stock options		2,338,406		8,527,214
Share of profit or loss of joint ventures and associates	11	27,778,758		21,206,303
Provisions for contingencies		175,487		49,090
Allowance for impairment of trade debtors		1,980,726		296,051
Allowance for obsolescence		477,756		282,836
Initial recognition and changes in the fair value of biological assets		(588,053	)	(338,128	)
Changes in the net realizable value of agricultural products after harvest		204,910		2,192,558
Financial results		21,269,488		27,738,365
Gain on sale of equipment and intangible assets		(147,199	)	(33,521	)
Working capital adjustments
Trade receivables		(22,597,136	)	(52,409,027	)
Other receivables		(6,695,312	)	9,155,329
Inventories and biological assets		19,920,959		13,770,674
Trade and other payables		(22,151,982	)	10,600,074
Employee benefits and social security		914,502		(1,593,274	)
Government grants		2,482		(297,966	)
Interest collected		3,579,162		1,204,931
Deferred revenue and advances from customers		(1,039,195	)	(2,714,109	)
Net cash flows (used in) / generated by operating activities		(3,280,027	)	17,644,227

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

BIOCERES GROUP PLC

Registration number: 13310943

UNAUDITED INTERIM CONDENSED CONSOLIDATEDSTATEMENTS OF CASH

As of December 31, 2024 and December 31, 2023

(Amounts in US$)

	Notes
INVESTMENT ACTIVITIES
Proceeds from sale of property, plant and equipment		155,471		45,268
Proceeds from financial assets		9,655,265		5,997,737
Investment in financial assets		(10,406,002	)	(5,367,021	)
Purchase of property, plant and equipment	5.6	(4,082,865	)	(6,127,126	)
Capitalized development expenditures	5.7	(5,022,789	)	(4,454,893	)
Purchase of intangible assets	5.7	(284,372	)	(219,829	)
Net cash flows used in investing activities		(9,985,292	)	(10,125,864	)
FINANCING ACTIVITIES
Proceeds from borrowings		112,394,583		88,495,114
Repayment of borrowings and financed payments		(114,600,002	)	(92,666,882	)
Interest payments		(15,493,896	)	(14,297,231	)
Leased assets payments		(2,497,966	)	(2,493,617	)
Cash dividend distributed to non-controlling interest		(72,051	)	(151,612	)
Purchase of own shares		(926,899	)	(734,388	)
Other financial payments		(2,662,021	)	(1,530,144	)
Proceeds from the issuance of preferred shares		15,000,000		-
Net cash flows used in financing activities		(8,858,252	)	(23,378,760	)
Net decrease in cash and cash equivalents		(22,123,571	)	(15,671,052	)
Inflation effects on cash and cash equivalents		(12,324	)	(105,152	)
Cash and cash equivalents as of beginning of the year	5.1	52,994,865		49,265,020
Effect of exchange rate changes on cash and equivalents		2,342,172		(6,321,148	)
Cash and cash equivalents as of the end of the period		33,201,142		27,167,668

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

BIOCERES GROUP PLC

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATEDFINANCIAL STATEMENTS

(Amounts in US$, except otherwise indicated)

Index

1.	General information.	10
2.	Accounting standards and basis of preparation.	10
3.	New standards, amendments and interpretations issued by the IASB.	11
4.	Acquisitions and other significant transactions	12
5.	Information about components of unaudited interim condensed consolidated statement of financial position.	13
6.	Information about components of unaudited interim condensed consolidated statement of comprehensive income.	19
7.	Taxation.	23
8.	Earnings per share.	24
9.	Information about components of equity.	24
10.	Cash flow information.	24
11.	Joint ventures and associates.	25
12.	Segment information	26
13.	Financial instruments – Risk management.	27
14.	Leases.	29
15.	Shareholders and other related parties’ balances and transactions.	30
16.	Key management personnel compensation.	31
17.	Contingencies, commitments and restrictions on the distribution of profits.	31
18.	Events occurring after the reporting period.	32

BIOCERES GROUP PLC

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US$, except otherwise indicated)

1. GENERAL INFORMATION

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

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

Unless the context otherwise requires, “we,” “us,” “our,” and “Bioceres Group” will refer to Bioceres Group PLC and its subsidiaries.

2. ACCOUNTING STANDARDS AND BASIS OF PREPARATION

Statement of compliance with IFRS as issued by IASB

These unaudited interim condensed consolidated financial statements for the six-month period ended December 31, 2024, have been prepared in accordance with Accounting Standard IAS 34 Interim Financial Reporting.

These unaudited interim condensed consolidated financial statements do not include all notes of the type normally included in an annual financial statement. Accordingly, these unaudited interim condensed consolidated financial statements are to be read in conjunction with the consolidated financial statements for the fiscal year ended June 30, 2024.

Authorization for the issue of the Consolidated financial statements

These unaudited interim condensed consolidated financial statements of the Group as of December 31, 2024, and June 30, 2024 and for the six-month periods ended December 31, 2024 and 2023 were approved and authorized by the Board of Directors of Bioceres Group PLC on April 15, 2025, except with respect to the matters that raise substantial doubt about the Company’s ability to continue as a going concern discussed in “Note 18.1. Going Concern” which was approved by the Board of Directors on August 11, 2025.

Basis of measurement

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

●	Going concern basis of accounting, considering the conclusion of the assessment made by the Group’s Management about the ability of the Group and its subsidiaries to continue as a going concern, in accordance with the requirements of paragraph 25 of IAS 1, “Presentation of Financial Statements”. (See Note 18.1)
●	Accrual basis of accounting (except for cash flows information). Under this basis of accounting, the effects of transactions and other events are recognized as they occur, even when there are no cash flows.
---	---

Functional currency and presentation currency

a) Functional currency

b) Presentation currency

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

BIOCERES GROUP PLC

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US$, except otherwise indicated)

c) Foreign currency

Changes in accounting policies

The accounting policies adopted in the preparation of these unaudited interim condensed consolidated financial statements are consistent with those adopted for the preparation of the consolidated financial statements as of June 30, 2024.

3. NEW STANDARDS, AMENDMENTS AND INTERPRETATIONS ISSUED BY THEIASB

New standards and interpretations adoptedby the Group

a) The following new standards, amendments and interpretations became applicable for the current reporting period and adopted by the Group.

-	Amendments to IFRS 16 - Lease Liability in a Sale and Leaseback.
-	Amendments to IAS1 - Non-current liabilities with covenants.
---	---
-	Amendments to IAS 7- Statement of Cash Flows & to IFRS 7- Financial Instruments: Disclosures.
---	---
-	Amendment to IAS 7 and IFRS 7 - Supplier Financing.
---	---

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

b) The following new standards are not yet adopted by the Group.

-	Amendments to IAS 21- The Effects of Changes in Foreign Exchange Ratestitled Lack of Exchangeability. The amendments are effective for annual reporting periods beginning on or after 1 January 2025.
-	Amendment to IFRS 9 and IFRS 7 – Classification and measurement of financial instruments. The amendments are effective for annual periods beginning on or after January 1, 2026.
---	---
-	IFRS 19 - Subsidiaries without Public Accountability: Disclosures- The amendments are effective for annual periods beginning on or after January 1, 2027.
---	---
-	Annual Improvements to IFRS Accounting Standards—Volume 11. The amendments are effective for annual periods beginning on or after January 1, 2026.
---	---
-	Amendments to IFRS 9 and IFRS 7 – Contracts Referencing Nature-dependent Electricity. The amendments are effective for annual periods beginning on or after January 1, 2026.
---	---

The above amendments are not expected to have material impact on the Group.

IFRS 18 – Presentation and Disclosure in Financial Statements. This standard sets out requirements for the presentation and disclosure of information in general purpose financial statements to help ensure they provide relevant information that faithfully represents an entity’s assets, liabilities, equity, income and expenses. It is effective for annual periods beginning on or after January 1, 2027.

The Group is analyzing the potential impact of this standard on our financial statements.

BIOCERES GROUP PLC

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US$, except otherwise indicated)

4. ACQUISITIONS AND OTHER SIGNIFICANT TRANSACTIONS

Natal Agro S.R.L.

Fair value of the consideration of payment

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

Assets acquired, liabilities assumed, and non-controllinginterest recognized

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

BIOCERES GROUP PLC

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US$, except otherwise indicated)

5. INFORMATION ABOUT COMPONENTS OF CONSOLIDATED STATEMENTS OFFINANCIAL POSITION

5.1 Cash and cash equivalents


Cash at bank and on hand	17,197,598	27,210,070
Mutual funds	16,003,544	25,784,795
	33,201,142	52,994,865

5.2 Other financial assets


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

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

5.3 Trade receivables


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

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

BIOCERES GROUP PLC

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US$, except otherwise indicated)

5.4 Other receivables


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

5.5 Inventories


Seeds	6,146,855		5,967,231
Resale products	46,799,130		53,788,333
Manufactured products	18,846,502		26,081,250
Goods in transit	3,122,201		5,618,540
Supplies	20,773,539		22,546,093
Agricultural products	9,583,835		15,015,884
Allowance for obsolescence	(3,462,573	)	(3,087,563	)
	101,809,489		125,929,768
Net of agricultural products	92,225,654		110,913,884

BIOCERES GROUP PLC

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US$, except otherwise indicated)

5.6 Property, plant and equipment

Property, plant and equipment as of December 31, 2024 and December 31,2023, included the following:

Class	Net carrying amount 06/30/2024		Additions		Transfers		****	Disposals		****	Depreciation of the period		****	Foreign currency translation		****
Office equipment		503,950		17,929		-			-			(41,037	)		(14,794	)	466,048
Vehicles		2,192,627		29,675		-			(8,272	)		(447,262	)		(1,330	)	1,765,438
Equipment and computer software		528,816		30,324		-			-			(128,051	)		(26,386	)	404,703
Fixtures and fittings		2,805,076		8,834		-			-			(454,316	)		59		2,359,653
Machinery and equipment		16,722,642		474,971		73,221			-			(1,466,534	)		(365,199	)	15,439,101
Land and buildings		39,745,067		-		46,431			-			(509,724	)		(260,985	)	39,020,789
Buildings in progress		12,114,256		3,521,132		(119,652	)		-			-			(35,741	)	15,479,995
Total		74,612,434		4,082,865		-			(8,272	)		(3,046,924	)		(704,376	)	74,935,727
Class	Net carrying amount 06/30/2023		Additions		*Disposals/ Disposals from loss of control ()**		****	Depreciation of the period		****	Foreign currency translation		****	As of 12/31/2023
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
Research instruments		66,131		-		(66,131	)		-			-			-
Office equipment		360,575		52,158		(473	)		(35,025	)		(7,506	)		369,729
Vehicles		2,053,263		556,237		(37,145	)		(416,309	)		13,917			2,169,963
Equipment and computer software		198,364		110,571		(5,041	)		(89,124	)		(8,030	)		206,740
Fixtures and fittings		2,925,032		10,483		(46,211	)		(394,798	)		(6,134	)		2,488,372
Machinery and equipment		14,586,768		275,297		(99,423	)		(1,189,109	)		(3,006	)		13,570,527
Land and buildings		36,211,957		10,351		-			(442,787	)		33,183			35,812,704
Buildings in progress		11,757,249		5,112,029		(12,221	)		-			(55,102	)		16,801,955
Total		68,159,339		6,127,126		(266,645	)		(2,567,152	)		(32,678	)		71,419,990
(*)	USD (254,898) correspond to the loss of control of Inmet S.A
---	---

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

BIOCERES GROUP PLC

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US$, except otherwise indicated)

5.7 Intangible assets

Intangible assets as of December 31, 2024 and December 31,2023 included the following:

Class	Net carrying amount 06/30/2024		Additions		Transfers/ Disposals		****	Amortization of the period		****	Foreign currency translation		****	Net carrying amount 12/31/2024
Seed and integrated products
Alfalfa Genuity Har Xstra		438,029		-		-			-			30,780			468,809
HB4 soy and breeding program		35,574,369		2,392,794		-			(1,051,883	)		-			36,915,280
Integrated seed products		2,681,826		-		-			(97,479	)		47,642			2,631,989
Crop nutrition
Microbiological products		41,187,249		-		-			(1,813,650	)		-			39,373,599
Microbiological products in progress		10,452,861		2,629,995		-			-			(6,916	)		13,075,940
Other intangible assets
Trademarks and patents		51,316,860		133,595		-			(2,040,315	)		-			49,410,140
Trademarks and patents with indefinite useful life		10,045,294		-		-			-			(4,625	)		10,040,669
Software		1,119,494		-		137,598			(255,746	)		(95	)		1,001,251
Software in progress		580,728		150,777		(137,598	)		-			-			593,907
Customer loyalty		18,934,570		-		-			(685,235	)		-			18,249,335
RG/RS/OX Wheat		5,000,000		-		-			-			-			5,000,000
Total		177,331,280		5,307,161		-			(5,944,308	)		66,786			176,760,919
Class	Net carrying amount 06/30/2023		Additions		*Disposals from loss of control^()^**		****	Amortization of the period		****	Foreign currency translation		****	Net carrying amount 12/31/2023
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
Seed and integrated products
Alfalfa Genuity Har Xstra		419,061		-		-			-			(143,582	)		275,479
Bacillus-PHAs		1,089,536		-		(1,089,536	)		-			-
HB4 soy and breeding program		31,679,114		1,729,439		-			(855,094	)		-			32,553,459
Integrated seed products		2,841,008		-		-			(86,762	)		(238,121	)		2,516,125
Crop nutrition
Microbiological products		37,295,460		2,725,454		-			(1,402,972	)		(1,661	)		38,616,281
Microbiological products in progress		12,213,341		-		-			-			-			12,213,341
Other intangible assets
Trademarks and patents		51,933,444		1,288		-			(2,332,908	)		-			49,601,824
Trademarks and patents with indefinite useful life		7,827,309		-		-			-			-			7,827,309
Software		1,638,752		218,541		-			(282,800	)		(488	)		1,574,005
Software in progress		349,171		-		-			-			-			349,171
Customer loyalty		23,006,023		-		-			(514,471	)		-			22,491,552
RG/RS/OX Wheat		5,000,000		-		-			-			-			5,000,000
Total		175,292,219		4,674,722		(1,089,536	)		(5,475,007	)		(383,852	)		173,018,546
(*)	USD (1,089,536) correspond to the Loss of control of Inmet S.A.
---	---

BIOCERES GROUP PLC

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US$, except otherwise indicated)

The amortization charge is included in Notes 6.3 and 6.4.

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

Estimates

5.8 Goodwill


Rizobacter Argentina S.A.	28,080,271	28,080,271
Bioceres Crops S.A.	7,523,322	7,523,322
Insumos Agroquímicos S.A.	470,090	470,090
Pro Farm Group	76,089,749	76,089,749
	112,163,432	112,163,432

5.9 Trade and other payables


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

BIOCERES GROUP PLC

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US$, except otherwise indicated)

5.10 Borrowings


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

In November 2024, BIOX completed a $25.9 million public offering of Series X corporate bonds in the Argentine market. The bonds were issued in two tranches: Class A: Approximately $2.4 million 7.0% p.a. bonds due November 2026; and Class B: Approximately $23.5 million 8.0% p.a. bonds due November 2027.

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

The carrying value of some borrowings as of December 31, 2024 are measured at amortized cost differ from their fair value. The following fair values measured are based on discounted cash flows (Level 3) due to the use of unobservable inputs, including own credit risk.

	12/31/2024				06/30/2024
	Amortized <br> Cost		Fair value		Amortized <br> Cost		Fair value
Current
Bank borrowings		100,167,892		100,318,611		94,711,273		93,301,194
Corporate bonds		19,024,076		18,783,131		42,035,925		41,492,963
Financial borrowings		107,029,643		106,506,642		95,903,495		95,480,681
Non current
Bank borrowings		20,429,329		18,521,587		17,033,059		12,206,794
Corporate bonds		46,484,304		42,828,561		25,071,823		23,845,583
Financial borrowings		69,789,101		64,636,735		85,143,423		81,120,125

BIOCERES GROUP PLC

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US$, except otherwise indicated)

5.11 Employee benefits and social security


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

5.12 Deferred revenue and advances fromcustomers


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

5.13 Provisions


Conditional payment Rizobacter SA	15,916,116	15,916,116
Provisions for contingencies	1,391,054	1,568,599
	17,307,170	17,484,715

Conditional payment Rizobacter S.A.

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

6. INFORMATION ABOUT COMPONENTS OF CONSOLIDATEDSTATEMENTS OF COMPREHENSIVE INCOME

6.1. Revenue from contracts with customers


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

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

BIOCERES GROUP PLC

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US$, except otherwise indicated)

6.2 Cost of sales

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

^(*)^	Net of agricultural products

6.3 R&D classified by nature

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


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

BIOCERES GROUP PLC

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US$, except otherwise indicated)

6.4 Expenses classified by nature and function

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

BIOCERES GROUP PLC

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US$, except otherwise indicated)

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

6.5 Finance results


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

BIOCERES GROUP PLC

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US$, except otherwise indicated)

7. TAXATION

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

	12/31/2024			12/31/2023
Current tax expense		(4,863,336	)		(3,845,338	)
Deferred tax		7,954,410			(3,599,191	)
		3,091,074			(7,444,529	)
	12/31/2024			12/31/2023
---	---	---	---	---	---	---
Beginning of the period deferred tax		(20,024,215	)		(24,839,145	)
Charge for the period		7,954,410			(3,599,191	)
Conversion difference		(905,319	)		(223,133	)
Total net deferred tax		(12,975,124	)		(28,661,469	)

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


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

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

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

BIOCERES GROUP PLC

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US$, except otherwise indicated)

8. EARNING PER SHARE


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

For the six-month periods ended December 31, 2024 and 2023, diluted EPS was the same as basic EPS, as the effect of potential ordinary shares would be antidilutive.

9. INFORMATION ABOUT COMPONENTS OF EQUITY

Capital issued

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

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

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

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

10. CASH FLOW INFORMATION

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

	12/31/2024		12/31/2023
Investment activities
Investment in-kind in other related parties (Note 15)		3,642,234		-
Issuance of shares		10,868		257,775
Capitalization of interest on buildings in progress		144,360		47,542
		3,797,462		305,317
	12/31/2024			12/31/2023
---	---	---	---	---	---	---
Financing activities
Acquisition of non-controlling interest in subsidiaries		(1,204,164	)		(2,606,799	)
		(1,204,164	)		(2,606,799	)

BIOCERES GROUP PLC

NOTESTO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US$, except otherwise indicated)

11. JOINT VENTURES AND ASSOCIATES

Assets	12/31/2024		06/30/2024
Measured at equity value method
Synertech Industrias S.A.		39,976,501		39,749,850
SW Semillas S.A.		844		955
Agrality Argentina S.A.		8,293,315		7,758,886
Agrality US Inc.		3,612,755		3,521,791
Agrality Seeds Inc.		5,631,375		4,812,389
Alfalfa Technologies S.R.L.		36,503		36,503
Inmet S.A		353,524		379,876
		57,904,817		56,260,250
Measured at Fair value
Theo I SCS		7,087,172		36,535,601
		7,087,172		36,535,601
Liabilities	12/31/2024		06/30/2024
---	---	---	---	---
Measured at equity value method
Trigall Genetics S.A.		749,269		296,455
		749,269		296,455

Changes in joint ventures investments and affiliates:


As of the beginning	92,499,396		117,720,140
Share-based incentives	-		50,383
Foreign currency translation	(477,918	)	1,250,603
Share of profit or loss measured at equity value method	1,669,671		5,559,957
Share of profit or loss measured at fair value	(29,448,429	)	(26,766,260	)
As of the end of the period	64,242,720		97,814,823

Share of profit or loss of joint ventures and affiliates:

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

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

BIOCERES GROUP PLC

NOTESTO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US$, except otherwise indicated)

12. SEGMENT INFORMATION

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

Year ended December 31, 2024	Seed and <br> integrated<br> products			Crop<br> protection			Crop<br> nutrition			Emerging<br> solutions			Consolidated
Revenues from contracts with customers
Sale of goods and services		42,959,645			100,406,986			55,070,802			98,680			198,536,113
Royalties		942,756			-			-			-			942,756
Others
Initial recognition and changes in the fair value of biological assets at the point of harvest		588,053			-			-			-			588,053
Government grants		-			-			-			10,154			10,154
Total revenues		44,490,454			100,406,986			55,070,802			108,834			200,077,076
Cost of sales		(27,868,376	)		(60,663,237	)		(28,814,839	)		(28,533	)		(117,374,985	)
Gross profit per segment		16,622,078			39,743,749			26,255,963			80,301			82,702,091
% Gross margin		37	%		40	%		48	%		100	%		41	%
Period ended December 31, 2023	Seed and<br> integrated<br> products			Crop<br> protection			Crop<br> nutrition			Emerging<br> solutions			Consolidated
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
Revenues from contracts with customers
Sale of goods and services		53,777,458			127,029,466			75,020,367			507,608			256,334,899
Royalties		649,341			-			-			-			649,341
Others
Initial recognition and changes in the fair value of biological assets at the point of harvest		77,353			141,457			119,318			-			338,128
Government grants		-			-			-			74,723			74,723
Total revenues		54,504,152			127,170,923			75,139,685			582,331			257,397,091
Cost of sales		(36,216,288	)		(81,249,196	)		(42,860,834	)		(49,636	)		(160,375,954	)
Gross profit per segment		18,287,864			45,921,727			32,278,851			532,695			97,021,137
% Gross margin		34	%		36	%		43	%		91	%		38	%

BIOCERES GROUP PLC

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US$, except otherwise indicated)

13. FINANCIAL INSTRUMENTS – RISK MANAGEMENT

The following tables show additional information required under IFRS 7 on the financial assets and liabilities recorded as of December 31, 2024, and June 30, 2024.

Financial assets by category

	Amortised cost				Mandatorily measured <br> at fair value<br> through profit or loss
Financial asset	12/31/2024		06/30/2024		12/31/2024		06/30/2024
Cash and cash equivalents		18,081,185		46,710,292		15,119,957		6,284,573
Other financial assets		373,134		-		9,598,263		14,858,124
Trade receivables		228,437,463		209,007,195		-		-
Other receivables (*)		45,094,878		45,342,974		6,789,863		-
Total		291,986,660		301,060,461		31,508,083		21,142,697
(*)	Advances expenses and tax balances are not included.
---	---

Financial liabilities by category

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

Financial instruments measured at fair value

Measurement at fair value at 12/31/2024	Level 1		Level 2
Financial assets at fair value
Mutual funds		15,119,957		-
Moolec Science S.A shares		1,657,706		-
Investments at fair value		7,083,184		-
US Treasury bills		-		-
Other investments		857,373		-
Other receivables - Joint ventures and associates		-		6,789,863
Financial liabilities valued at fair value
Trade and other payables		-		6,645,423
Consideration for acquisition		1,477,485		-
Measurement at fair value at 06/30/2024	Level 1		Level 2
---	---	---	---	---
Financial assets at fair value
Mutual funds		12,943,378		-
Moolec Science S.A shares		2,191,286		-
Investments at fair value		2,311,604		-
US Treasury bills		1,993,668		-
Other investments		1,702,761		-
Financial liabilities valued at fair value
Trade and other payables		-		11,989,792
Consideration for acquisition		2,724,114		-

BIOCERES GROUP PLC

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US$, except otherwise indicated)

Fair value by hierarchy

Level 1	comprises financial assets and liabilities with fair values<br>determined by reference to quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2	comprises inputs other than quoted prices included within<br>Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices);
---	---
Level 3	comprises financial instruments with inputs for estimating<br>fair value that are not based on observable market data.
---	---

Estimation of fair value

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

Financial instruments not measured at fairvalue

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

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

Currency risk

BIOCERES GROUP PLC

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US$, except otherwise indicated)

The table below sets forth our net exposure to currency risk as of December 31, 2024:

Net foreign currency position
Amount expressed in US	3,945,953

All values are in US Dollars.

Considering only this net currency exposure as of December 31, 2024 if an US Dollar revaluation or depreciation in relation to other foreign currencies with the remaining variables remaining constant, would have a positive or a negative impact on comprehensive income as a result of foreign exchange gains or losses. We estimate that a devaluation or an appreciation of the US Dollar other currencies of 10% during the period ended December 31, 2024 would have resulted in a net pre-tax loss or gain of approximately $0.3 million.

14. LEASES

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

	12/31/2024			06/30/2024
Right-of-use leased asset
Book value at the beginning of the period/inception		20,979,597			21,163,192
Additions of the period		7,872,230			2,585,223
Additions from business combination		-			168,988
Disposals		(76,298	)		(1,284,975	)
Exchange differences		(986,508	)		(1,652,831	)
Book value at the end of the period		27,789,021			20,979,597
	12/31/2024			06/30/2024
---	---	---	---	---	---	---
Depreciation
Book value at the beginning of the period/inception		9,377,845			7,226,617
Depreciation of the period		2,219,948			3,418,956
Disposals		(76,298	)		(1,092,167	)
Exchange differences		(67,958	)		(175,561	)
Accumulated depreciation at the end of the period		11,453,537			9,377,845
Total		16,335,484			11,601,752
	12/31/2024			06/30/2024
---	---	---	---	---	---	---
Lease Liabilities
Book value at the beginning of the period/inception		11,284,137			13,889,223
Additions of the period		7,872,230			2,585,223
Additions from business combination		-			168,988
Interest expenses, exchange differences and inflation effects		(520,389	)		(480,189	)
Payments of the period		(2,497,966	)		(4,879,108	)
Total		16,138,012			11,284,137

BIOCERES GROUP PLC

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US$, except otherwise indicated)


Lease Liabilities
Current	5,289,223	3,122,778
Non-current	10,848,789	8,161,359
	16,138,012	11,284,137


Machinery and equipment	3,655,741	3,655,741
Vehicles	1,117,687	1,272,071
Equipment and computer software	1,234,475	1,130,541
Land and buildings	21,781,118	14,921,244
	27,789,021	20,979,597

15. SHAREHOLDERS AND OTHER RELATED PARTIES BALANCES AND TRANSACTIONS

During the period ended December 31, 2024 and 2023, the transactions between the Group and related parties, and the related balances owed by and to them as of December 31 and June 30, 2024, are as follows:

		Value of<br><br> transactions<br><br> for the<br><br> period<br><br> ended			Value of<br><br> transactions<br><br> for the<br><br> period <br><br>ended
Party	Transaction type	12/31/2024			12/31/2023
Joint ventures and associates	Sales of goods and services		6,773,660			14,320,418
	Purchases of goods and services		(23,377,901	)		(20,999,513	)
	Net loans granted		3,381,521			2,560,120
	Interest gain		456,086			337,146
	Net loans received		(1,860,058	)		(1,859,680	)
Shareholders and other related parties	Net loans granted		59,552			(1,320	)
	Interest expenses		(807,441	)		(1,493,682	)
	Own shares held by subsidiaries		(444,473	)		-
	Sales of goods and services		6,463,117			1,643,269
	Purchases of goods and services		(1,750,963	)		(2,178,877	)
	In-kind contributions		3,642,234			-
Key management personnel	Sales and services		6,048			-
	Purchases of goods and services		821,959			-
	Salaries, social security benefits and other benefits		(1,517,990	)		(1,294,164	)
	Stock options-based incentives		(480,450	)		(8,527,214	)
Total			(8,635,099	)		(17,493,497	)
		Amounts receivable<br><br> from related parties
---	---	---	---	---	---
Party	Transaction type	12/31/2024		6/30/2024
Joint ventures and associates	Trade debtors		1,730,524		2,176,622
Other receivables			43,503,377		37,586,012
Shareholders and other related parties	Trade debtors		258		37
Other receivables			106,900		47,348
Total			45,341,059		39,810,019

BIOCERES GROUP PLC

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US$, except otherwise indicated)

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

16. KEY MANAGEMENT PERSONNEL COMPENSATION

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

The compensation of directors and other members of key management personnel, including social contributions and other benefits, were as follows for the period ended December 31, 2024 and 2023.


Salaries, social security and other benefits	1,517,990	1,294,164
Share based payment	480,450	8,527,214
	1,998,440	9,821,378

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

17. CONTINGENCIES, COMMITMENTS AND RESTRICTIONS ON THE DISTRIBUTIONOF PROFITS

There were no other significant changes to the contingencies, commitments and restrictions on the distribution of profits from the disclosure made in the Consolidated financial statement as of June 30, 2024.

BIOCERES GROUP PLC

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US$, except otherwise indicated)

18. EVENTS OCCURRING AFTER THE REPORTING PERIOD

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

Subsequent to December 31, 2024, there have been no other situations or circumstances that may require significant adjustments or further disclosure in these consolidated financial statements that were not mentioned above.

18.1 GOING CONCERN

While BIOX was able to resolve the uncertainties regarding its financial plan through this agreement, as a result of the loss of control over BIOX, access to financing that Bioceres S.A., its wholly owned subsidiary Bioceres LLC and Bioceres Group Limited had until then was restricted or limited.

The defaults by Bioceres S.A. and Bioceres LLC do not have implications in other debts as there are no cross-default clauses on the remaining financial debt of the Group.

Management has plans to address the Group’s financial situation as follows:

●	Currently management is working on the financial<br>restructuring process of Bioceres S.A.’s outstanding debt, proposing among other alternatives the extension of the maturity of current<br>debt and the use of the Group’s cash inflows from operating activities, as well as obtaining the necessary capital to fully execute<br>the Group’s business plan.
●	Management expects that certain shareholders<br>and/or investors will continue or commence to provide new financing lines.
---	---
●	A dedicated Restructuring Committee has been<br>established to address and implement the aforementioned financial restructuring process.
---	---

Exhibit 99.6

BIOCERES CROP SOLUTIONS CORP.

Unaudited interim condensedconsolidated financial statements as of March 31, 2025 and June 30, 2024, and for the three- and nine-month periods ended March 31, 2025 and 2024.

INDEX

Unaudited interim condensed consolidated financial statements as of March 31, 2025 and June 30, 2024, and for the three- and nine-month periods ended March 31, 2025 and 2024.
Unaudited interim condensed consolidated statements of financial position as of March 31, 2025 and June 30, 2024	F-3
Unaudited interim condensed consolidated statements of comprehensive income for the three- and nine-month periods ended March 31, 2025 and 2024	F-5
Unaudited interim condensed consolidated statements of changes in equity for the nine-month periods ended March 31, 2025 and 2024	F-7
Unaudited interim condensed consolidated statements of cash flows for the nine-month periods ended March 31, 2025 and 2024	F-8
Notes to the unaudited interim condensed consolidated financial statements	F-9

F-2

UNAUDITED INTERIM CONDENSED CONSOLIDATEDSTATEMENTS OF FINANCIAL POSITION

As of March 31, 2025, and June 30, 2024

(Amounts inUS$)

	Notes
ASSETS
CURRENT ASSETS
Cash and cash equivalents	5.1	38,456,989	44,473,270
Other financial assets	5.2	889,393	11,695,528
Trade receivables	5.3	187,509,041	207,320,974
Other receivables	5.4	16,135,221	18,298,672
Recoverable income tax		1,790,249	655,691
Inventories	5.5	92,019,649	125,929,768
Biological assets		1,407,402	294,134
Total current assets		338,207,944	408,668,037
NON-CURRENT ASSETS
Other financial assets	5.2	444,530	634,553
Other receivables	5.4	19,927,005	17,957,121
Recoverable income tax		17,716	10,889
Deferred tax assets	7	13,970,973	9,698,860
Investments in joint ventures and associates	11	39,120,728	39,786,353
Investment properties		525,767	560,783
Property, plant and equipment	5.6	75,344,269	74,573,278
Intangible assets	5.7	181,823,403	176,893,136
Goodwill		112,163,432	112,163,432
Right of use asset	14	16,668,470	11,601,752
Total non-current assets		460,006,293	443,880,157
Total assets		798,214,237	852,548,194

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

F-3

UNAUDITED INTERIM CONDENSED CONSOLIDATEDSTATEMENTS OF FINANCIAL POSITION

As of March 31, 2025, and June 30, 2024

(Amounts inUS$)

	Notes
LIABILITIES
CURRENT LIABILITIES
Trade and other payables	5.8	128,600,242	168,732,469
Borrowings	5.9	95,643,533	136,747,198
Employee benefits and social security	5.11	7,831,902	7,340,958
Deferred revenue and advances from customers	5.12	3,862,028	3,923,140
Income tax payable		3,505,260	4,825,271
Consideration for acquisition		1,795,985	4,617,281
Secured notes	5.10	85,430,719	-
Lease liabilities	14	5,639,789	3,122,778
Total current liabilities		332,309,458	329,309,095
NON-CURRENT LIABILITIES
Borrowings	5.9	75,693,161	42,104,882
Deferred revenue and advances from customers	5.12	1,436,912	1,925,138
Joint ventures and associates	11	800,596	296,455
Deferred tax liabilities	7	30,487,113	34,995,791
Provisions		1,135,438	1,255,702
Consideration for acquisition		478,212	2,309,234
Secured notes	5.10	-	80,809,686
Lease liabilities	14	10,896,775	8,161,359
Total non-current liabilities		120,928,207	171,858,247
Total liabilities		453,237,665	501,167,342
EQUITY
Equity attributable to owners of the parent		308,456,650	315,041,257
Non-controlling interest		36,519,922	36,339,595
Total equity		344,976,572	351,380,852
Total equity and liabilities		798,214,237	852,548,194

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

F-4

UNAUDITED INTERIM CONDENSED CONSOLIDATEDSTATEMENTS OF COMPREHENSIVE INCOME

For the three- and nine-month periods endedof March 31, 2025, and 2024

(Amounts inUS$)

		Three-month period ended						Nine-month period ended
	Notes	03/31/2025			03/31/2024			03/31/2025			03/31/2024
Revenues from contracts with customers	6.1		59,596,050			84,038,761			258,976,239			340,515,393
Initial recognition and changes in the fair value of biological assets at the point of harvest			990,940			(56,756	)		1,578,993			281,372
Cost of sales	6.2		(36,738,969	)		(41,337,736	)		(154,085,421	)		(201,664,054	)
Changes in the net realizable value of agricultural products after harvest			(218,205	)		170,811			(423,115	)		(2,021,747	)
Research and development expenses	6.3		(3,659,747	)		(3,590,101	)		(12,263,862	)		(11,814,419	)
Selling, general and administrative expenses	6.4		(26,153,159	)		(27,089,241	)		(89,478,363	)		(92,187,026	)
Share of profit or loss of joint ventures and associates	11		(943,603	)		906,136			(1,169,766	)		4,467,103
Other income or expenses, net	6.5		8,059,903			158,946			8,085,743			(2,239,292	)
Operating profit			933,210			13,200,820			11,220,448			35,337,330
Financial cost	6.6		(6,106,655	)		(7,235,352	)		(20,700,288	)		(18,713,202	)
Other financial results	6.6		(423,673	)		2,856,009			(3,175,591	)		(480,187	)
Profit/ (Loss) before income tax			(5,597,118	)		8,821,477			(12,655,431	)		16,143,941
Income tax	7		4,006,054			955,832			5,471,555			(7,806,595	)
Profit/ (Loss) for the period			(1,591,064	)		9,777,309			(7,183,876	)		8,337,346
Profit (Loss) for the period attributable to:
Equity holders of the parent			(1,303,923	)		9,257,226			(7,529,650	)		4,774,041
Non-controlling interests			(287,141	)		520,083			345,774			3,563,305
			(1,591,064	)		9,777,309			(7,183,876	)		8,337,346
Profit/ (Loss) per share
Basic loss attributable to ordinary equity holders of the parent	8		(0.0208	)		0.1473			(0.1199	)		0.0760
Diluted loss attributable to ordinary equity holders of the parent	8		(0.0208	)		0.1387			(0.1199	)		0.0715

F-5

UNAUDITED INTERIM CONDENSED CONSOLIDATEDSTATEMENTS OF COMPREHENSIVE INCOME

For the three- and nine-month periods endedof March 31, 2025, and 2024

(Amounts inUS$)

		Three-month period ended						Nine-month period ended
	Notes	03/31/2025			03/31/2024			03/31/2025			03/31/2024
Profit/ (Loss) for the period			(1,591,064	)		9,777,309			(7,183,876	)		8,337,346
Other comprehensive profit/ (loss)			(788,930	)		193,599			(705,969	)		(250,655	)
Items that may be subsequently reclassified to profit/(loss)			(788,930	)		193,599			(705,969	)		(250,655	)
Foreign exchange differences on translation of foreign operations from joint ventures			-			(1,136	)		-			(239	)
Foreign exchange differences on translation of foreign operations			(788,930	)		194,735			(705,969	)		(250,416	)
Total comprehensive profit/ (loss)			(2,379,994	)		9,970,908			(7,889,845	)		8,086,691
Total comprehensive profit/ (loss) attributable to:
Equity holders of the parent			(2,121,169	)		9,492,441			(8,142,223	)		4,639,087
Non-controlling interests			(258,825	)		478,467			252,378			3,447,604
			(2,379,994	)		9,970,908			(7,889,845	)		8,086,691

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

F-6

UNAUDITED INTERIM CONDENSED CONSOLIDATEDSTATEMENTS OF CHANGES IN EQUITY

For the nine-month periods ended of March 31,2025, and 2024

(Amounts in US$)

	Attributable to the equity holders of the parent
Description	Issued<br> capital		Share<br> premium		Changes in<br> non-<br> controlling interests			Own shares<br> trading<br> premium			Stock<br> options and<br> share based<br> incentives		Convertible<br> instruments		Cost of own<br> shares held			Retained<br> deficit			Foreign<br> currency<br> translation<br> reserve			Revaluation<br> of PP&E<br> and effect<br> of tax rate<br> change			Equity /<br> (deficit)<br> attributable<br> to owners<br> of the<br> parent			Non-<br> controlling<br> Interests			Total <br> equity
06/30/2023		6,493		327,028,559		(255,893	)		(780,841	)		6,645,442		9,285,261		(30,553,591	)		(13,903,017	)		1,282,377			(160,702	)		298,594,088			31,902,019			330,496,107
Share-based incentives		6		573,636		-			-			10,282,313		-		-			-			-			-			10,855,955			-			10,855,955
Purchase of own shares		-		-		-			-			-		-		(734,388	)		-			-			-			(734,388	)		-			(734,388	)
Distribution of dividends by subsidiary		-		-		-			-			-		-		-			-			-			-			-			(174,800	)		(174,800	)
Profit for the period		-		-		-			-			-		-		-			4,774,041			-			-			4,774,041			3,563,305			8,337,346
Other comprehensive loss		-		-		-			-			-		-		-			-			(134,954	)		-			(134,954	)		(115,701	)		(250,655	)
03/31/2024		6,499		327,602,195		(255,893	)		(780,841	)		16,927,755		9,285,261		(31,287,979	)		(9,128,976	)		1,147,423			(160,702	)		313,354,742			35,174,823			348,529,565
06/30/2024		6,500		327,640,676		(255,893	)		(780,841	)		19,427,375		9,285,261		(31,287,979	)		(9,627,329	)		794,189			(160,702	)		315,041,257			36,339,595			351,380,852
Share-based incentives		-		73,787		-			-			2,410,728		-		-			-			-			-			2,484,515			-			2,484,515
Purchase of own shares		-		-		-			-			-		-		(926,899	)		-			-			-			(926,899	)		-			(926,899	)
Distribution of dividends by subsidiary		-		-		-			-			-		-		-			-			-			-			-			(72,051	)		(72,051	)
(Loss) / profit for the period		-		-		-			-			-		-		-			(7,529,650	)		-			-			(7,529,650	)		345,774			(7,183,876	)
Other comprehensive loss		-		-		-			-			-		-		-			-			(612,573	)		-			(612,573	)		(93,396	)		(705,969	)
03/31/2025		6,500		327,714,463		(255,893	)		(780,841	)		21,838,103		9,285,261		(32,214,878	)		(17,156,979	)		181,616			(160,702	)		308,456,650			36,519,922			344,976,572

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

F-7

UNAUDITED INTERIM CONDENSED CONSOLIDATEDSTATEMENTS OF CASH FLOWS

For the nine-month periods ended of March 31,2025, and 2024

(Amounts in US$)

	Notes
OPERATING ACTIVITIES
(Loss)/ Profit for the period		(7,183,876	)	8,337,346
Adjustments to reconcile profit to net cash flows
Income tax	7	(5,471,555	)	7,806,595
Financial results		23,875,879		19,193,389
Depreciation of property, plant and equipment	5.6	4,495,318		3,923,274
Amortization of intangible assets	5.7	8,889,514		8,235,478
Depreciation of leased assets	14	3,888,743		2,526,174
Transactional expenses		984,350		-
Share-based incentive and stock options		3,353,145		11,481,363
Share of profit or loss of joint ventures and associates	11	1,169,766		(4,467,103	)
Provisions for contingencies		209,228		362,248
Allowance for impairment of trade debtors		1,849,836		463,688
Allowance for obsolescence		1,112,743		335,763
Initial recognition and changes in the fair value of biological assets		(1,578,993	)	(281,372	)
Changes in the net realizable value of agricultural products after harvest		423,115		2,021,747
Gain on sale of equipment and intangible assets		(7,694,896	)	(87,599	)
Working capital adjustments
Trade receivables		7,508,407		(48,428,426	)
Other receivables		282,729		(2,721,910	)
Income and minimum presumed income taxes		(7,316,783	)	4,623,067
Inventories and biological assets		32,839,986		7,577,552
Trade and other payables		(42,277,274	)	16,662,579
Employee benefits and social security		(362,311	)	(1,791,169	)
Deferred revenue and advances from customers		(549,338	)	(18,613,875	)
Interest collected		4,592,116		1,408,277
Inflation effects on working capital adjustments		97,797		(107,285	)
Net cash flows generated by operating activities		23,137,646		18,459,801

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

F-8

UNAUDITED INTERIM CONDENSED CONSOLIDATEDSTATEMENTS OF CASH FLOWS

For the nine-month periods ended of March 31,2025, and 2024

(Amounts in US$)

	Notes
INVESTMENT ACTIVITIES
Proceeds from sale of property, plant and equipment		170,802		167,868
Proceeds from financial assets		14,740,468		-
Investment in financial assets		(10,099,929	)	(11,873,696	)
Purchase of property, plant and equipment	5.6	(5,211,492	)	(7,773,443	)
Capitalized development expenditures	5.7	(6,902,069	)	(7,867,528	)
Purchase of intangible assets	5.7	(312,974	)	(1,086,398	)
Net cash flows used by investing activities		(7,615,194	)	(28,433,197	)
FINANCING ACTIVITIES
Proceeds from borrowings		140,058,194		139,750,796
Repayment of borrowings and financed payments		(140,753,656	)	(131,671,711	)
Interest payments		(16,709,014	)	(16,806,711	)
Other financial payments		(2,199,702	)	(1,800,597	)
Purchase of own shares		(926,899	)	(734,388	)
Leased assets payments	14	(4,392,517	)	(3,939,771	)
Cash dividend distributed by subsidiary		(72,051	)	(174,800	)
Net cash flows used by financing activities		(24,995,645	)	(15,377,182	)
Net decrease in cash and cash equivalents		(9,473,193	)	(25,350,578	)
Inflation effects on cash and cash equivalents		2,325		(23,071	)
Cash and cash equivalents as of beginning of the period	5.1	44,473,270		48,129,194
Effect of exchange rate changes on cash and equivalents		3,454,587		(6,394,346	)
Cash and cash equivalents as of the end of the period	5.1	38,456,989		16,361,199

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

F-9

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIALSTATEMENTS (Amounts in US$, except otherwise indicated)

Index

1.	General information.	F-11
2.	Accounting standards and basis of preparation.	F-11
3.	New standards, amendments and interpretations issued by the IASB.	F-12
4.	Acquisitions and other significant transactions.	F-13
5.	Information about components of unaudited interim condensed consolidated statement of financial position.	F-14
6.	Information about components of unaudited interim condensed consolidated statement of comprehensive income.	F-21
7.	Taxation.	F-25
8.	Earnings per share.	F-27
9.	Equity information.	F-28
10.	Cash flow information.	F-28
11.	Joint ventures and associates.	F-28
12.	Segment information.	F-29
13.	Financial instruments – Risk management.	F-31
14.	Leases.	F-33
15.	Shareholders and other related parties’ balances and transactions.	F-34
16.	Key management personnel compensation.	F-35
17.	Contingencies, commitments and restrictions on the distribution of profits.	F-35
18.	Events occurring after the reporting period.	F-35

F-10

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIALSTATEMENTS (Amounts in US$, except otherwise indicated)

1. GENERAL INFORMATION

Bioceres Crop Solutions Corp. (NASDAQ:BIOX) is a leader in the development and commercialization of productivity solutions designed to regenerate agricultural ecosystems while making crops more resilient to climate change. To do this, Bioceres’ products create economic incentives for farmers and other stakeholders to adopt environmentally friendly production practices. Bioceres has a unique biotech platform with high impact, patented technologies for seeds and microbial ag inputs, as well as next generation crop nutrition and protection solutions.

Bioceres is a global company with an extensive geographic footprint. The Group’s agricultural inputs are marketed across more than 45 countries, primarily in South America, the United States and Europe.

Unless the context otherwise requires, “we”, “us”, “our”, “Bioceres”, “BIOX”, “the Group”, and “Bioceres Crop Solutions” will refer to Bioceres Crop Solutions Corp. and its subsidiaries.

2. ACCOUNTING STANDARDSAND BASIS OF PREPARATION

Statement of compliance with IFRS as issued by IASB

These unaudited interim condensed consolidated financial statements for the three- and nine-month period ended March 31, 2025, have been prepared in accordance with Accounting Standard IAS 34 Interim Financial Reporting.

Authorization for the issue of the consolidated financial statements

These unaudited interim condensed consolidated financial statements of the Group as of March 31, 2025, and June 30, 2024 and for the three- and nine-month periods ended March 31, 2025 and 2024 were authorized by the Board of Directors of Bioceres Crop Solutions Corp. on June 20, 2025.

Basis of measurement

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

●	Going concern basis of accounting,<br>considering the conclusion of the assessment made by the Group’s<br>Management about the ability of the Group and its subsidiaries to continue as a going concern, in accordance with the requirements of<br>paragraph 25 of IAS 1, “Presentation of Financial Statements”.
●	Accrual basis of accounting (except for cash flows information).<br>Under this basis of accounting, the effects of transactions and other events are recognized as they occur, even when there are no cash<br>flows.
---	---

F-11

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIALSTATEMENTS (Amounts in US$, except otherwise indicated)

Functional currency and presentation currency

a) Functionalcurrency

b) Presentation currency

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

c) Foreigncurrency

Transactions entered into by Group entities in a currency other than their functional currency are recorded at the relevant exchange rates as of the date upon which such transactions occur. Foreign currency monetary assets and liabilities are translated at the prevailing exchanges rates as of the final day of each reporting period. Exchange differences arising from the retranslation of unsettled monetary assets and liabilities are recognized immediately in profit or loss, except for foreign currency borrowings qualifying as a hedge of a net investment in a foreign operation for which exchange differences are recognized in other comprehensive income and accumulated in the foreign exchange reserve along with the exchange differences arising from the retranslation of the foreign operation. Upon the disposal of a foreign operation, the cumulative exchange differences recognized in the foreign exchange reserve relating to such operation up to the date of disposal are transferred to the consolidated statement of profit or loss and other comprehensive income as part of the gain or loss recognized upon such disposal.

Changes in accounting policies

3. NEW STANDARDS, AMENDMENTSAND INTERPRETATIONS ISSUED BY THE IASB

a) The following new standards, amendments and interpretations became applicable for the current reporting period and adopted by the Group.

-	Amendments to IFRS 16 - Lease Liability in a Sale and Leaseback.
-	Amendments to IAS1 - Non-current liabilities with covenants.
---	---
-	Amendments to IAS 7- Statement of Cash Flows & to IFRS 7- Financial Instruments: Disclosures.
---	---
-	Amendment to IAS 7 and IFRS 7 - Supplier Financing.
---	---

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

b) The following new standards are not yet adopted by the Group.

-	Amendments to IAS 21- The Effects of Changes in Foreign Exchange Ratestitled Lack of Exchangeability.The amendments are effective for annual reporting periods beginning on or after 1 January 2025.
-	Amendment to IFRS 9 and IFRS 7 – Classification and measurement of financial instruments. The<br>amendments are effective for annual periods beginning on or after January 1, 2026.
---	---
-	IFRS 19 - Subsidiaries without Public Accountability: Disclosures- The amendments are effective<br>for annual periods beginning on or after January 1, 2027.
---	---
-	Annual Improvements to IFRS Accounting Standards—Volume 11. The amendments are effective<br>for annual periods beginning on or after January 1, 2026.
---	---
-	Amendments to IFRS 9 and IFRS 7 – Contracts Referencing Nature-dependent Electricity. The<br>amendments are effective for annual periods beginning on or after January 1, 2026.
---	---

F-12

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIALSTATEMENTS (Amounts in US$, except otherwise indicated)

The above amendments are not expected to have material impact on the Group.

IFRS 18 – Presentation and Disclosure in Financial Statements. This standard sets out requirements<br>for the presentation and disclosure of information in general purpose financial statements to help ensure they provide relevant information<br>that faithfully represents an entity’s assets, liabilities, equity, income and expenses. It is effective for annual periods beginning<br>on or after January 1, 2027.

The Group is analyzing the potential impact of this standard on our financial statements.

4. ACQUISITIONS ANDOTHER SIGNIFICANT TRANSACTIONS

Natal Agro S.R.L.

Fair value of the consideration of payment

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

Assets acquired, liabilities assumed, and non-controllinginterest recognized

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

F-13

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIALSTATEMENTS (Amounts in US$, except otherwise indicated)

Since the issuance of the annual financial statements for the period ending June 30, 2024, we have revisited the fair value of the services we committed to providing in exchange for payment and have made progress in identifying and valuing specific intangible assets.

As required by the standards, measurement period adjustments are incorporated into the business combination accounting. The effect of the adjustment corresponds to the identification of an intangible asset for an amount of $0.8 million (net of deferred income tax liability and non-controlling interest of $0.5 million and $0.8 million, respectively) and a change in the fair value of the consideration by $0.4 million, generating a bargain purchase gain of $1.0 million as opposed to the $0.2 million goodwill recognized as of June 30, 2024. Comparative prior period information in the financial statements has been updated to reflect these adjustments, as if the business combination had been fully accounted for on the acquisition date.

Non-controlling interest was measured at the present ownership instruments’ proportionate share in the recognized amounts of the acquiree’s identifiable net assets.

5. INFORMATION ABOUTCOMPONENTS OF CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

5.1. Cashand cash equivalents

	03/31/2025		06/30/2024
Cash at bank and on hand		38,456,989		44,473,270
		38,456,989		44,473,270

5.2. Otherfinancial assets


Current
US Treasury bills	-	1,993,668
Mutual funds	-	6,658,805
Shares of Moolec Science S.A.	779,100	1,530,375
Other investments	110,293	1,512,680
	889,393	11,695,528

F-14

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIALSTATEMENTS (Amounts in US$, except otherwise indicated)


Non-current
Shares of Bioceres Group PLC.	444,413	444,473
Other investments	117	190,080
	444,530	634,553

5.3. Tradereceivables


Current
Trade debtors	184,726,068		205,057,590
Allowance for impairment of trade debtors	(8,695,786	)	(7,050,280	)
Shareholders and other related parties (Note 15)	248,776		141,224
Allowance for credit notes to be issued	-		(2,905,624	)
Trade debtors - Joint ventures and associates (Note 15)	4,179		782,142
Deferred checks	11,225,804		11,295,922
	187,509,041		207,320,974

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

5.4. Otherreceivables


Current
Taxes	7,195,697	5,019,659
Shareholders and other related parties (Note 15)	550,789	-
Other receivables - Joint ventures and associates (Note 15)	322,051	207,449
Prepayments to suppliers	6,497,954	10,242,075
Prepaid expenses and other receivables	109,125	1,594,152
Miscellaneous	1,459,605	1,235,337
	16,135,221	18,298,672
	03/31/2025	06/30/2024
Non-current
Taxes	563,343	752,045
Other receivables - Joint ventures and associates (Note 15)	18,032,217	15,495,543
Reimbursements over exports	1,093,919	1,461,038
Loans receivables	230,000	230,000
Miscellaneous	7,526	18,495
	19,927,005	17,957,121

In September 2024, we entered into a note purchase agreement (the “Note Purchase Agreement”) and a HB4 soy supply agreement (the “HB4 Soy Supply Agreement”) with one of our associates, Moolec Science SA (“Moolec”). In June 2024, under the terms of the HB4 Soy Supply Agreement, we supplied to Moolec an amount of HB4 soy equivalent to $6.6 million. In exchange, Moolec Science issued convertible notes to us in an aggregate principal amount of $6.6 million (the “Moolec Convertible Notes”).

F-15

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIALSTATEMENTS (Amounts in US$, except otherwise indicated)

The Moolec Convertible Notes will mature 36 months after and include a “payment-in-kind” feature. If the trading price of Moolec’s ordinary shares exceeds the strike price of $6.00 per ordinary share for 10 trading days, we have the option to exercise the early conversion option pursuant to which the principal amount outstanding under the Moolec Convertible Notes may be converted into ordinary shares of Moolec at the strike price. At maturity, Moolec has the option to convert the principal amount outstanding under the Moolec Convertible Notes into ordinary shares. In connection with our early conversion option and Moolec’s optional conversion at maturity, Moolec may deliver ordinary shares, cash, or a combination of cash and ordinary shares.

5.5. Inventories


Seeds	10,212,302		5,967,231
Resale products	42,023,289		53,788,333
Manufactured products	18,980,865		26,081,250
Goods in transit	2,372,095		5,618,540
Supplies	16,187,828		22,546,093
Agricultural products	5,004,599		15,015,884
Allowance for obsolescence	(2,761,329	)	(3,087,563	)
	92,019,649		125,929,768
Net of agricultural products	87,015,050		110,913,884

5.6. Property,plant and equipment

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

Class
Office equipment	410,338	18,636	-		-		(59,886	)	(4,125	)	364,963
Vehicles	2,200,349	70,085	-		(8,276	)	(665,031	)	(3,470	)	1,593,657
Equipment and computer software	507,469	62,231	-		-		(191,373	)	3,579		381,906
Fixtures and fittings	2,786,470	9,083	-		-		(617,240	)	4,256		2,182,569
Machinery and equipment	16,710,328	551,031	136,734		(1,649	)	(2,200,283	)	(101,283	)	15,094,878
Land and buildings	39,677,902	-	46,430		-		(761,505	)	(69,309	)	38,893,518
Buildings in progress	12,280,422	4,744,861	(183,164	)	-		-		(9,341	)	16,832,778
Total	74,573,278	5,455,927	-		(9,925	)	(4,495,318	)	(179,693	)	75,344,269

F-16

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIALSTATEMENTS (Amounts in US$, except otherwise indicated)

Class				****		****		****
Office equipment	263,892	56,301	-		(51,251	)	(1,462	)	267,480
Vehicles	2,032,853	588,368	(9,013	)	(635,040	)	12,805		1,989,973
Equipment and computer software	174,399	152,174	-		(152,719	)	(2,180	)	171,674
Fixtures and fittings	2,862,949	11,085	-		(592,248	)	(2,228	)	2,279,558
Machinery and equipment	14,463,756	572,889	(71,256	)	(1,789,498	)	(68,933	)	13,106,958
Land and buildings	36,144,792	3,228,807	-		(702,518	)	2,060		38,673,141
Buildings in progress	11,911,194	6,367,797	-		-		(204,184	)	18,074,807
Total	67,853,835	10,977,421	(80,269	)	(3,923,274	)	(264,122	)	74,563,591

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

5.7. Intangibleassets

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

Class				****		****		****
Seed and integrated products
HB4 technology and breeding program	35,574,371	3,009,617	-		(1,566,261	)	-		37,017,727
Integrated seed products	2,681,826	-	-		(147,900	)	78,973		2,612,899
Crop nutrition
Microbiological products	41,187,249	-	-		(2,746,385	)	(3,031	)	38,437,833
Microbiological products in progress	10,452,861	3,892,452	-		-		-		14,345,313
Other intangible assets
Trademarks and patents	47,906,064	152,802	-		(3,061,504	)	-		44,997,362
Trademarks and patents with indefinite useful lives	10,045,294	-	-		-		-		10,045,294
Software	1,827,983	7,190	146,145		(340,820	)	(103	)	1,640,395
Software in progress	580,728	152,982	(146,145	)	-		-		587,565
Customer loyalty	21,636,760	-	-		(1,026,644	)	-		20,610,116
RG/RS/OX Wheat in progress	5,000,000	6,528,899	-		-		-		11,528,899
Total	176,893,136	13,743,942	-		(8,889,514	)	75,839		181,823,403

F-17

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIALSTATEMENTS (Amounts in US$, except otherwise indicated)

Class				****		****
Seed and integrated products
HB4 technology and breeding program	31,679,681	3,409,547	(1,282,642	)	-		33,806,586
Integrated seed products	2,841,008	-	(139,914	)	(42,748	)	2,658,346
Crop nutrition
Microbiological products	37,295,460	-	(2,238,036	)	-		35,057,424
Microbiological products in progress	12,213,341	4,457,981	-		-		16,671,322
Other intangible assets
Trademarks and patents	51,933,444	36,249	(3,059,216	)	-		48,910,477
Trademarks and patents with indefinite useful lives	7,827,309	-	-		-		7,827,309
Software	1,638,519	491,707	(488,422	)	(5,781	)	1,636,023
Software in progress	349,171	558,442	-		-		907,613
Customer loyalty	23,006,023	-	(1,027,248	)	-		21,978,775
RG/RS/OX Wheat in progress	5,000,000	-	-		-		5,000,000
Total	173,783,956	8,953,926	(8,235,478	)	(48,529	)	174,453,875

5.8. Tradeand other payables


Trade creditors	86,775,650	108,307,192
Shareholders and other related parties (Note 15)	269,498	37,985
Trade creditors - Parent company (Note 15)	818,754	729,171
Trade creditors - Joint ventures and associates (Note 15)	36,008,045	52,888,732
Taxes	3,640,496	5,647,550
Miscellaneous	1,087,799	1,121,839
	128,600,242	168,732,469

5.9. Borrowings


Current
Bank borrowings	86,419,392	91,816,134
Corporate bonds	8,518,783	42,035,925
Trust debt securities	705,358	2,895,139
	95,643,533	136,747,198
Non-current
Bank borrowings	33,012,724	15,316,612
Corporate bonds	42,680,437	25,071,823
Trust debt securities	-	1,716,447
	75,693,161	42,104,882

F-18

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIALSTATEMENTS (Amounts in US$, except otherwise indicated)

In November 2024, we completed a $25.9 million public offering of Series X corporate bonds in the Argentine market. The bonds were issued in two tranches: Class A: Approximately $2.4 million 7.0% p.a. bonds due November 2026; and Class B: Approximately $23.5 million 8.0% p.a. bonds due November 2027.

In this regard, the Group has a pre-approved financing program authorized by the Argentine National Securities Commission (Comisión Nacional de Valores – CNV), which allows for the issuance of public corporate bonds for up to $200 million. As of March 31, 2025, the Group had utilized $51 million under this program, with $149 million remaining available for future use. The facility remains fully discretionary and may be utilized as needed by the Group.

In January 2025, we completed a $20 million financing agreement with Coöperatieve Rabobank U.A. The capital will be repaid in seven semi-annual installments between June 15, 2026, and June 15, 2029. The annual interest rate is Term SOFR plus a margin ranging from 5.15% to 6.15%, with interest payable semi-annually at the end of each interest period. Our subsidiary, Rizobacter Argentina S.A., must annually comply with specific financial covenants outlined in the agreement.

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

	03/31/2025				06/30/2024
	Amortized cost		Fair value		Amortized cost		Fair value
Current
Bank borrowings		86,419,392		83,980,058		91,816,134		89,874,010
Corporate Bonds		8,518,783		8,030,530		42,035,925		41,492,963
Non-current
Bank borrowings		33,012,724		28,345,049		15,316,612		14,850,783
Corporate Bonds		42,680,437		39,190,945		25,071,823		23,845,583

5.10. SecuredNotes

Secured Guaranteed Notes

The Secured Guaranteed Notes due 2026 matured 48 months after the issue date and bore interest at 9.0% from the issue date through 24 months after the issue date, 13.0% from 25 through 36 months after the issue date and 14.0% from 37 through 48 months after the issue date. Interest was payable semi-annually. The Secured Guaranteed Notes due 2026 did not have any conversion rights into our ordinary shares.

Secured Convertible Guaranteed Notes

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

Both Secure Notes are subject to identical financial covenants. As of March 31, 2025, we were required to maintain a maximum Consolidated Total Net Leverage Ratio of 3.75x and a minimum Interest Coverage Ratio of 2.00x, tested on a quarterly basis.

F-19

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIALSTATEMENTS (Amounts in US$, except otherwise indicated)

During the current period, we experienced a temporary setback due to challenges in the Argentine market—most notably, the deterioration in farmer economics driven by declining commodity prices and weak yield forecasts. These external pressures significantly impacted per-hectare income for Argentine farmers, leading to reduced investment in key inputs such as fertilizers and crop protection products.

This reduction in demand, combined with a well-supplied ag-input market resulting from aggressive purchasing in prior years, has led to increased price pressure and lower adoption of high-value technologies like ours. However, we are encouraged that we maintained our market share in key product families, despite the overall Argentine market contraction.

As a result of these temporary conditions, our performance metrics were constrained, leading us to exceed the leverage ratio threshold outlined in the Secured Notes. Since, as of March 31, 2025, we were unable to demonstrate an unconditional right to defer settlement of the liability for at least twelve months, we reclassified it as a current liability for this reporting period. However, on June 18, 2025, we reached an agreement with the noteholders to amend both secured notes, introducing revised financial covenants. Under the amended terms, we are now required to maintain a maximum Consolidated Total Net Leverage Ratio of 5.00x and a minimum Interest Coverage Ratio of 1.50x as of March 31 and June 30, 2025—placing us in full compliance with the updated financial requirements. See Note 18.

5.11. Employeebenefits and social security


Salaries, accrued incentives, vacations and social security	7,350,959	7,192,492
Key management personnel (Note 15)	480,943	148,466
	7,831,902	7,340,958

5.12. Deferredrevenue and advances from customers


Current
Advances from customers	3,862,028	3,335,740
Deferred revenue	-	587,400
	3,862,028	3,923,140
Non-current
Advances from customers	-	52,511
Deferred revenue	1,436,912	1,872,627
	1,436,912	1,925,138

F-20

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIALSTATEMENTS (Amounts in US$, except otherwise indicated)

6. INFORMATION ABOUTCOMPONENTS OF CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

6.1. Revenue from contractswith customers

****	Three-month period ended				Nine-month period ended
	03/31/2025		03/31/2024		03/31/2025		03/31/2024
Sale of goods and services		59,152,948		68,189,956		257,590,381		324,017,247
Royalties		443,102		189,175		1,385,858		838,516
Right of use licenses		-		15,659,630		-		15,659,630
		59,596,050		84,038,761		258,976,239		340,515,393

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

6.2. Cost of sales

****	Three-month period ended					****	Nine-month period ended					****
Item	03/31/2025			03/31/2024			03/31/2025			03/31/2024
Inventories as of the beginning of the period		92,225,654			109,616,865			110,913,884			111,990,145
Purchases of the period		24,204,058			42,105,886			111,766,055			186,878,728
Production costs		6,617,198			5,709,030			18,460,676			18,690,702
Foreign currency translation		707,109			(413,314	)		(40,144	)		(214,790	)
Subtotal		123,754,019			157,018,467			241,100,471			317,344,785
Inventories as of the end of the period (*)		(87,015,050	)		(115,680,731	)		(87,015,050	)		(115,680,731	)
Cost of sales		36,738,969			41,337,736			154,085,421			201,664,054
(*)	Net of agricultural products.
---	---

F-21

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIALSTATEMENTS (Amounts in US$, except otherwise indicated)

6.3. R&D classifiedby nature

****	Three-month period ended				****	Nine-month period ended
Item	Research and development expenses 03/31/2025		Research and development expenses 03/31/2024		****	Research and development expenses 03/31/2025		Research and development expenses 03/31/2024
Amortization of intangible assets		1,561,329		1,216,712			4,310,213		3,669,870
Analysis and storage		-		-			-		5,302
Commissions and royalties		-		-			3,960		-
Depreciation of property, plant and equipment		84,874		154,000			505,406		466,453
Freight and haulage		2,693		9,646			13,174		23,924
Employee benefits and social securities		645,210		1,635,391			3,624,237		3,847,298
Maintenance		119,868		124,172			267,568		220,228
Energy and fuel		-		3,110			4,352		8,337
Supplies and materials		609,797		235,982			1,385,609		1,418,048
Mobility and travel		10,172		68,087			118,837		157,561
Share-based incentives		15,784		251,248			106,881		394,997
Professional fees and outsourced services		511,001		(145,481	)		1,551,122		848,716
Professional fees related parties		7,175		(53,784	)		23,548		163,008
Office supplies		52,015		57,580			227,441		527,956
Information technology expenses		13,498		17,076			34,275		26,716
Insurance		12,727		16,104			36,221		35,690
Depreciation of leased assets		13,152		-			50,404		-
Miscellaneous		452		258			614		315
Total		3,659,747		3,590,101			12,263,862		11,814,419
	03/31/2025		03/31/2024		03/31/2025		03/31/2024
---	---	---	---	---	---	---	---	---
R&D capitalized (Note 5.7)		1,879,280		3,412,635		6,902,069		7,867,528
R&D profit and loss		3,659,747		3,590,101		12,263,862		11,814,419
Total		5,539,027		7,002,736		19,165,931		19,681,947

F-22

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIALSTATEMENTS (Amounts in US$, except otherwise indicated)

6.4. Expenses classifiedby nature and function

****	Three-month period ended								****	Nine-month period ended
Item	Production costs		****	Selling, general and administrative expenses		****	Total 03/31/2025		****	Production costs		Selling, general and administrative expenses		Total 03/31/2025
Amortization of intangible assets		56,143			1,327,796			1,383,939			212,267		4,367,034		4,579,301
Analysis and storage		-			3,613			3,613			-		86,768		86,768
Commissions and royalties		162,739			155,302			318,041			723,110		1,240,907		1,964,017
Import and export expenses		-			149,987			149,987			-		805,165		805,165
Depreciation of property, plant and equipment		759,452			615,808			1,375,260			2,138,289		1,851,623		3,989,912
Depreciation of leased assets		1,014,262			641,381			1,655,643			1,762,674		2,075,665		3,838,339
Impairment of receivables		-			(130,890	)		(130,890	)		-		1,849,836		1,849,836
Freight and haulage		(706,534	)		3,174,488			2,467,954			508,818		8,495,641		9,004,459
Employee benefits and social securities		2,979,173			10,320,519			13,299,692			7,250,051		32,116,790		39,366,841
Maintenance		990,788			803,908			1,794,696			1,881,863		2,169,739		4,051,602
Energy and fuel		133,160			33,169			166,329			427,261		75,324		502,585
Supplies and materials		144,789			331,067			475,856			494,511		1,841,654		2,336,165
Mobility and travel		30,675			809,528			840,203			99,046		2,968,604		3,067,650
Publicity and advertising		-			964,840			964,840			-		3,198,268		3,198,268
Contingencies		6,953			26,788			33,741			62,474		146,754		209,228
Share-based incentives		45,572			953,383			998,955			309,832		2,936,432		3,246,264
Professional fees and outsourced services		224,674			2,601,966			2,826,640			1,118,694		6,965,171		8,083,865
Professional fees related parties		-			10,499			10,499			-		281,178		281,178
Office supplies and registrations fees		33,382			55,826			89,208			85,247		618,878		704,125
Insurance		32,525			729,922			762,447			147,087		2,160,893		2,307,980
Information technology expenses		10,939			635,373			646,312			23,536		2,305,305		2,328,841
Obsolescence		634,987			-			634,987			1,036,799		75,944		1,112,743
Taxes		43,223			1,726,377			1,769,600			145,883		10,236,359		10,382,242
Miscellaneous		20,296			212,509			232,805			33,234		608,431		641,665
Total		6,617,198			26,153,159			32,770,357			18,460,676		89,478,363		107,939,039

F-23

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIALSTATEMENTS (Amounts in US$, except otherwise indicated)

****	Three-month period ended							Nine-month period ended
Item	Production costs		****	Selling, general and administrative expenses		Total 03/31/2024		Production costs		Selling, general and administrative expenses		Total 03/31/2024
Amortization of intangible assets		50,341			1,493,454		1,543,795		111,190		4,454,418		4,565,608
Analysis and storage		-			3,239		3,239		570		156,402		156,972
Commissions and royalties		(2,588	)		334,560		331,972		419,089		1,342,811		1,761,900
Import and export expenses		12,887			184,109		196,996		56,789		502,588		559,377
Depreciation of property, plant and equipment		705,657			507,195		1,212,852		2,014,248		1,442,573		3,456,821
Depreciation of leased assets		304,822			510,096		814,918		1,003,866		1,522,308		2,526,174
Impairment of receivables		-			167,637		167,637		-		463,688		463,688
Freight and haulage		372,691			2,448,482		2,821,173		1,006,879		9,326,846		10,333,725
Employee benefits and social securities		2,121,995			7,928,190		10,050,185		8,057,497		29,437,292		37,494,789
Maintenance		558,214			513,129		1,071,343		1,565,609		1,665,461		3,231,070
Energy and fuel		170,718			90,477		261,195		671,376		363,024		1,034,400
Supplies and materials		346,960			707,442		1,054,402		714,346		2,398,596		3,112,942
Mobility and travel		32,083			1,067,945		1,100,028		126,559		3,216,650		3,343,209
Publicity and advertising		435			1,129,157		1,129,592		1,735		3,434,408		3,436,143
Contingencies		42,359			270,799		313,158		43,598		318,650		362,248
Share-based incentives		105,249			2,597,652		2,702,901		445,153		10,641,213		11,086,366
Professional fees and outsourced services		532,085			2,715,149		3,247,234		1,496,057		6,257,187		7,753,244
Professional fees related parties		-			67,748		67,748		-		134,366		134,366
Office supplies and registrations fees		59,747			275,634		335,381		139,983		927,625		1,067,608
Insurance		77,044			500,341		577,385		158,218		1,602,483		1,760,701
Information technology expenses		3,989			896,757		900,746		31,175		2,821,390		2,852,565
Obsolescence		52,927			-		52,927		335,763		-		335,763
Taxes		160,527			2,592,307		2,752,834		288,287		9,611,667		9,899,954
Miscellaneous		888			87,742		88,630		2,715		145,380		148,095
Total		5,709,030			27,089,241		32,798,271		18,690,702		92,187,026		110,877,728

F-24

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIALSTATEMENTS (Amounts in US$, except otherwise indicated)

6.5. Other income orexpenses, net

****	Three-month period ended					****	Nine-month period ended					****
	03/31/2025			03/31/2024			03/31/2025			03/31/2024
Net result from commercialization of agricultural products		(81,282	)		241,372			(1,114,996	)		(2,718,633	)
Expenses recovery		131,014			83,737			636,733			319,843
Result of intangible sales		7,694,896			-			7,694,896			-
Others		315,275			(166,163	)		869,110			159,498
		8,059,903			158,946			8,085,743			(2,239,292	)

On March 28, 2025, we agree to transfer all rights, licenses, and materials containing or pertaining to the Soy ANF trait and pay $750,000 to a Arcadia Biosciences Inc in exchange for (i) RG and OX Wheat Patents and RS exclusive rights; (ii) the cancellation of all Royalty Payments, which included 25% of the Net Wheat Technology Licensing Revenues and 6% of the Net HB4 Soybean Revenues up to $10 million; and (iii) the release from any Performance Benchmark Obligations related to the RG, OX, and RS Varieties which amounted to $8.1 million. This transaction resulted in the accounting of a gain from the exchange of intangible assets amounting to $7.5 million.

6.6. Finance results

****	Three-month period ended					****	Nine-month period ended					****
	03/31/2025			03/31/2024			03/31/2025			03/31/2024
Financial costs
Interest expenses with the Parent (Note 15)		-			(61,691	)		-			(255,816	)
Interest expenses		(6,156,351	)		(6,661,877	)		(18,500,586	)		(16,656,789	)
Financial commissions		49,696			(511,784	)		(2,199,702	)		(1,800,597	)
		(6,106,655	)		(7,235,352	)		(20,700,288	)		(18,713,202	)
Other financial results
Exchange differences generated by assets		(4,740,534	)		(5,318,937	)		(7,037,588	)		(17,368,288	)
Exchange differences generated by liabilities		4,498,458			4,133,443			4,755,094			25,808,288
Changes in fair value of financial assets or liabilities and other financial results		(321,496	)		3,799,295			(1,080,142	)		(9,928,530	)
Net gain of inflation effect on monetary items		139,899			242,208			187,045			1,008,343
		(423,673	)		2,856,009			(3,175,591	)		(480,187	)

7. TAXATION

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

****	Three-month period ended				****	Nine-month period ended					****
	03/31/2025		03/31/2024			03/31/2025			03/31/2024
Current tax expense		7,949		(3,171,273	)		(4,855,387	)		(7,016,611	)
Deferred tax		3,998,105		4,127,105			10,326,942			(789,984	)
		4,006,054		955,832			5,471,555			(7,806,595	)

F-25

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIALSTATEMENTS (Amounts in US$, except otherwise indicated)


Beginning of the period deferred tax	(25,296,931	)	(28,472,383	)
Charge for the period	10,326,942		(789,984	)
Conversion difference	(1,546,151	)	(468,228	)
Total net deferred tax	(16,516,140	)	(29,730,595	)

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

****	Three-month period ended					****	Nine-month period ended					****
	03/31/2025			03/31/2024			03/31/2025			03/31/2024
Earning before income tax-rate		(5,597,118	)		8,821,477			(12,655,431	)		16,143,941
Income tax expense by applying tax rate in force in the respective countries		3,328,864			1,313,433			5,711,207			(4,121,315	)
Share of profit or loss of subsidiaries, joint ventures and associates		(323,076	)		284,085			(338,839	)		1,503,115
Stock options charge		(62,218	)		(768,706	)		(196,064	)		(2,257,743	)
Non-deductible expenses		(625,447	)		(280,942	)		(1,567,793	)		(397,162	)
Tax inflation adjustment		1,258,094			1,262,484			2,758,917			8,722,532
Result of inflation effect on monetary items and other finance results		429,837			(255,563	)		(895,873	)		(11,256,022	)
Others		-			(598,959	)		-			-
Income tax expenses		4,006,054			955,832			5,471,555			(7,806,595	)

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

****	Nine-month period ended																	****
	March 31, 2025									March 31, 2024
Tax jurisdiction	Earning<br><br> before<br><br> income tax-<br><br>rate			Weight<br><br> average<br><br> applicable<br><br> tax rate			Income tax			Earning<br><br> before<br><br> income tax-<br><br>rate			Weight<br><br> average<br><br> applicable<br><br> tax rate			Income tax
Low or null taxation jurisdictions		13,000,792			0.0	%		-			9,509,610			0.0	%		-
Profit-making entities		7,503,296			36.3	%		(2,723,832	)		31,083,400			34.0	%		(10,583,572	)
Loss-making entities		(33,159,519	)		25.4	%		8,435,039			(24,449,069	)		26.4	%		6,462,257
		(12,655,431	)					5,711,207			16,143,941						(4,121,315	)

F-26

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIALSTATEMENTS (Amounts in US$, except otherwise indicated)

****	Three-month period ended																****
	March 31, 2025								March 31, 2024
Tax jurisdiction	Earning<br><br> before<br><br> income tax-<br><br>rate			Weight<br><br> average<br><br> applicable<br><br> tax rate			Income tax		Earning<br><br> before<br><br> income tax-<br><br>rate			Weight<br><br> average<br><br> applicable<br><br> tax rate			Income tax
Low or null taxation jurisdictions		6,305,436			0.0	%		-		14,565,728			0.0	%		-
Profit-making entities		(2,880,223	)		31.7	%		913,894		4,270,143			36.9	%		(1,575,778	)
Loss-making entities		(9,022,331	)		26.8	%		2,414,970		(10,014,394	)		28.9	%		2,889,211
		(5,597,118	)					3,328,864		8,821,477						1,313,433

8. EARNING PER SHARE

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

****	Three-month period ended					Nine-month period ended
	03/31/2025			03/31/2024		03/31/2025			03/31/2024
Numerator
Profit/ (Loss) for the period (basic EPS)		(1,303,923	)		9,257,226		(7,529,650	)		4,774,041
Profit/ (Loss) for the period (diluted EPS)		(1,303,923	)		9,257,226		(7,529,650	)		4,774,041
Denominator
Weighted average number of shares (basic EPS)		62,785,880			62,837,668		62,785,880			62,837,668
Weighted average number of shares (diluted EPS)		62,785,880			66,761,225		62,785,880			66,761,225
Basic profit/ (loss) attributable to ordinary equity holders of the parent		(0.0208	)		0.1473		(0.1199	)		0.0760
Diluted profit/ (loss) attributable to ordinary equity holders of the parent		(0.0208	)		0.1387		(0.1199	)		0.0715

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

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

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

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

F-27

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIALSTATEMENTS (Amounts in US$, except otherwise indicated)

9. EQUITYINFORMATION

Capital issued

As of March 31, 2025, we had (i) 100,000,000 ordinary shares ($0.0001 par value) authorized, (ii) 62,712,602 ordinary shares issued and outstanding, (iii) 1,000,000 preferred shares ($0.0001 par value) authorized, (iv) no preferred shares issued and outstanding, (v) 3,918,381 ordinary shares reserved for our equity compensation plans. Of the total issued shares, we have repurchased 2,402,692 shares of our own.

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

10.CASH FLOW INFORMATION

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


Investment activities
Exchange of intangible assets	6,528,899	-
Investment in-kind in other related parties (Note 15)	3,857,077	2,115,109
Capitalization of interest on buildings in progress	244,435	100,809
Assignment of receivables with shareholders and other related parties	6,782,969	-
Reclasification from Investment properties to property, plant and equipment	-	3,103,169
Sale of Moolec Science S.A. equity investment (Note 11)	-	(900,000	)
	17,413,380	4,419,087

11.JOINT VENTURES AND ASSOCIATES

	03/31/2025		06/30/2024
Assets
Synertech Industrias S.A.		39,084,226		39,749,851
Alfalfa Technologies S.R.L.		36,502		36,502
		39,120,728		39,786,353
	03/31/2025		06/30/2024
---	---	---	---	---
Liabilities
Trigall Genetics S.A.		800,596		296,455
		800,596		296,455

F-28

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIALSTATEMENTS (Amounts in US$, except otherwise indicated)

Changes in joint ventures investments and affiliates:


As of the beginning of the period	39,489,898		38,673,987
Share-based incentives	-		65,470
Sale of equity investment - Moolec Science S.A.	-		(900,000	)
Foreign currency translation	-		(239	)
Share of profit or loss	(1,169,766	)	4,467,103
As of the end of the period	38,320,132		42,306,321

Share of profit or loss of joint ventures and affiliates:

****	Three-month period ended					Nine-month period ended					****
	03/31/2025			03/31/2024		03/31/2025			03/31/2024
Trigall Genetics S.A.		(51,327	)		124,517		(504,141	)		631,357
Synertech Industrias S.A.		(892,276	)		736,958		(665,625	)		3,915,797
Moolec Science S.A.		-			44,661		-			(80,051	)
		(943,603	)		906,136		(1,169,766	)		4,467,103

12. SEGMENT INFORMATION

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

Nine-month period ended March 31, 2025
Revenues from contracts with customers
Sale of goods and services	51,695,022		139,560,430		66,334,929		257,590,381
Royalties	1,385,858		-		-		1,385,858
Others
Initial recognition and changes in the fair value of biological assets at the point of harvest	1,578,993		-		-		1,578,993
Total	54,659,873		139,560,430		66,334,929		260,555,232
Cost of sales	(35,533,975	)	(87,700,053	)	(30,851,393	)	(154,085,421	)
Gross profit per segment	19,125,898		51,860,377		35,483,536		106,469,811
% Gross margin	35	%	37	%	53	%	41	%

F-29

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIALSTATEMENTS (Amounts in US$, except otherwise indicated)

Nine-month period ended March 31, 2024	Seed and<br><br> integrated<br><br> products			Crop<br><br> protection			Crop<br><br> nutrition			Consolidated
Revenues from contracts with customers
Sale of goods and services		61,996,719			173,971,462			103,708,696			339,676,877
Royalties		838,516			-			-			838,516
Others
Initial recognition and changes in the fair value of biological assets at the point of harvest		281,372			-			-			281,372
Total		63,116,607			173,971,462			103,708,696			340,796,765
Cost of sales		(42,331,794	)		(110,242,995	)		(49,089,265	)		(201,664,054	)
Gross profit per segment		20,784,813			63,728,467			54,619,431			139,132,711
% Gross margin		33	%		37	%		53	%		41	%
Three-month period ended March 31, 2025	Seed and<br><br> integrated<br><br> products			Crop<br><br> protection			Crop<br><br> nutrition			Consolidated
---	---	---	---	---	---	---	---	---	---	---	---	---
Revenues from contracts with customers
Sale of goods and services		8,735,377			42,644,480			7,773,091			59,152,948
Royalties		443,102			-			-			443,102
Others
Initial recognition and changes in the fair value of biological assets at the point of harvest		990,940			-			-			990,940
Total		10,169,419			42,644,480			7,773,091			60,586,990
Cost of sales		(7,665,599	)		(25,979,914	)		(3,093,456	)		(36,738,969	)
Gross profit per segment		2,503,820			16,664,566			4,679,635			23,848,021
% Gross margin		25	%		39	%		60	%		39	%

F-30

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIALSTATEMENTS (Amounts in US$, except otherwise indicated)

Three-month period ended March 31, 2024
Revenues from contracts with customers
Sale of goods and services	8,219,261		46,941,996		28,688,329		83,849,586
Royalties	189,175		-		-		189,175
Others
Initial recognition and changes in the fair value of biological assets at the point of harvest	(56,756	)	-		-		(56,756	)
Total	8,351,680		46,941,996		28,688,329		83,982,005
Cost of sales	(6,115,506	)	(28,993,799	)	(6,228,431	)	(41,337,736	)
Gross profit per segment	2,236,174		17,948,197		22,459,898		42,644,269
% Gross margin	27	%	38	%	78	%	51	%

13. FINANCIAL INSTRUMENTS– RISK MANAGEMENT

Financial instruments by category

The following tables show additional information required under IFRS 7 on the financial assets and liabilities recorded as of March 31, 2025, and June 30, 2024.

Financial assets by category

	Amortized cost				Mandatorily measured at fair <br> value through profit or loss
Financial asset	03/31/2025		06/30/2024		03/31/2025		06/30/2024
Cash and cash equivalents		38,456,989		44,473,270		-		-
Other financial assets		444,530		634,553		889,393		11,695,528
Trade receivables		187,509,041		207,320,974		-		-
Other receivables (*)		14,743,504		18,647,862		6,952,603		-
Total		241,154,064		271,076,659		7,841,996		11,695,528
(*)	Advances expenses and tax balances<br>are not included.
---	---

Financial liabilities by category

	Amortized cost				Mandatorily measured at fair <br> value through profit or loss
Financial liability	03/31/2025		06/30/2024		03/31/2025		06/30/2024
Trade and other payables		125,418,572		156,742,677		3,181,670		11,989,792
Borrowings		171,336,694		178,852,080		-		-
Secured notes		85,430,719		80,809,686		-		-
Lease liability		16,536,564		11,284,137		-		-
Consideration for acquisition		1,163,653		4,202,401		1,110,544		2,724,114
Total		399,886,202		431,890,981		4,292,214		14,713,906

F-31

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIALSTATEMENTS (Amounts in US$, except otherwise indicated)

Financial instruments measured at fair value

Measurement at fair value at 03/31/2025	Level 1		Level 2		Level 3
Financial assets at fair value
Moolec Science S.A. shares		779,100
Other investments		110,293		-		-
Other receivables - Joint ventures and associates		-		6,952,603
Financial liability at fair value
Trade and other payables		-		3,181,670		-
Consideration for acquisition		1,110,544		-		-
Measurement at fair value at 06/30/2024	Level 1		Level 2		Level 3
---	---	---	---	---	---	---
Financial assets at fair value
Mutual funds		6,658,805		-		-
US Treasury bills		1,993,668
Moolec Science S.A. shares		1,530,375		-		-
Other investments		1,512,680		-		-
Financial liability at fair value
Trade and other payables		-		11,989,792		-
Consideration for acquisition		2,724,114		-		-

Estimation of fair value

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

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

Financial instruments not measured at fairvalue

The carrying value of financial instruments not measured at fair value does not differ significantly from their fair value, except for borrowings (Note 5.9).

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

F-32

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIALSTATEMENTS (Amounts in US$, except otherwise indicated)

Currency risk

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

Net foreign currency position
Amount expressed in US	18,745,129

All values are in US Dollars.

Considering only this net currency exposure as of March 31, 2025 if an US Dollar revaluation or depreciation in relation to other foreign currencies with the remaining variables remaining constant, would have a positive or a negative impact on comprehensive income as a result of foreign exchange gains or losses. We estimate that a devaluation or an appreciation of the US Dollar other currencies of 10% during the period ended March 31, 2025 would have resulted in a net pre-tax loss or gain of approximately $1.9 million.

**14.**LEASES

Right-of-use leased asset	03/31/2025			06/30/2024
Book value at the beginning of the period		20,979,597			21,163,192
Additions of the period		9,336,282			2,585,223
Additions from business combination		-			168,988
Disposals		(363,617	)		(1,284,975	)
Exchange differences		(258,504	)		(1,652,831	)
Book value at the end of the period		29,693,758			20,979,597
Depreciation	03/31/2025			06/30/2024
---	---	---	---	---	---	---
Book value at the beginning of the period		9,377,845			7,226,617
Depreciation of the period		3,888,743			3,418,956
Disposals		(196,567	)		(1,092,167	)
Exchange differences		(44,733	)		(175,561	)
Accumulated depreciation at the end of the period		13,025,288			9,377,845
Total		16,668,470			11,601,752
Lease liability	03/31/2025			06/30/2024
---	---	---	---	---	---	---
Book value at the beginning of the period		11,284,137			13,889,223
Additions of the period		9,336,282			2,585,223
Additions from business combination		-			168,988
Interest expenses, exchange differences and inflation effects		308,662			(480,189	)
Payments of the period		(4,392,517	)		(4,879,108	)
Total		16,536,564			11,284,137
Lease Liabilities		03/31/2025			06/30/2024
Non-current		10,896,775			8,161,359
Current		5,639,789			3,122,778
Total		16,536,564			11,284,137

F-33

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIALSTATEMENTS (Amounts in US$, except otherwise indicated)

The incremental borrowing rate used was 3.81 % in US$ and 13.64 % in reais.

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


Machinery and equipment	3,655,741	3,655,741
Vehicles	1,177,544	1,272,071
Equipment and computer software	1,347,568	1,130,541
Land and buildings	23,512,905	14,921,244
	29,693,758	20,979,597

15. SHAREHOLDERS ANDOTHER RELATED PARTIES BALANCES AND TRANSACTIONS

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

****	****	Value of transactions for the period ended					****
Party	Transaction type	03/31/2025			03/31/2024
Joint ventures and associates	Sales and services		6,009,702			19,404,971
Joint ventures and associates	Purchases of goods and services		(24,597,687	)		(20,951,684	)
Key management personnel	Salaries, social security benefits and other benefits		(2,459,820	)		(4,425,476	)
Key management personnel	Sales and services		6,048			-
Key management personnel	Purchases of goods and services		821,959			-
Shareholders and other related parties	Sales of goods and services		9,576,087			7,156,388
Shareholders and other related parties	Purchases of goods and services		(2,216,581	)		(1,401,698	)
Shareholders and other related parties	In-kind contributions		3,857,077			2,115,109
Parent company and related parties to Parent (Note 6.6)	Interest expenses		-			(255,816	)
Total			(9,003,215	)		1,641,794
		Amounts receivable from related parties
---	---	---	---	---	---
Party	Transaction type	03/31/2025		06/30/2024
Shareholders and other related parties	Trade debtors		248,776		141,224
Shareholders and other related parties	Other receivables		550,789		-
Joint ventures and associates	Trade debtors		4,179		782,142
Joint ventures and associates	Other receivables		18,354,268		15,702,992
Total			19,158,012		16,626,358
		Amounts payable to related parties
---	---	---	---	---	---	---	---
Party	Transaction type	03/31/2025			06/30/2024
Parent company and related parties to Parent	Trade creditors		(818,754	)		(729,171	)
Key management personnel	Salaries, social security benefits and other benefits		(480,943	)		(148,466	)
Shareholders and other related parties	Trade and other payables		(269,498	)		(37,985	)
Joint ventures and associates	Trade creditors		(36,008,045	)		(52,888,732	)
Total			(37,577,240	)		(53,804,354	)

F-34

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIALSTATEMENTS (Amounts in US$, except otherwise indicated)

16. KEY MANAGEMENT PERSONNELCOMPENSATION

The compensation of directors and other members of key management personnel, including social contributions and other benefits, were as follows for the period ended March 31, 2025, and 2024.


Salaries, social security and other benefits	1,979,370	1,472,483
Share-based incentives	480,450	2,952,993
Total	2,459,820	4,425,476

17. CONTINGENCIES, COMMITMENTSAND RESTRICTIONS ON THE DISTRIBUTION OF PROFITS

18. EVENTS OCCURRINGAFTER THE REPORTING PERIOD.

On June 18, 2025, we enter into an amendment to the Secured Notes. The material changes to the economic terms of the Notes are as follows:

Secured Guaranteed Notes

The aggregate principal amount increases from $26,437,485 to $29,081,233, with an annual interest rate of 19%, of which 14% is payable in cash and 5% in kind. The Company is required to make scheduled amortization payments of $1,000,000 on the last business day of each calendar month and may only be repurchased in full. If the Company repurchases them on or before August 5, 2025, a 5% prepayment penalty applies; if repurchased after that date, the penalty increases to 10%.

Secured Convertible Guaranteed Notes

The aggregate principal amount increases from $61,652,927 to $67,868,227, and the maturity date is extended to August 31, 2027. The notes carry an annual interest rate of 15%, of which 5% is payable in cash and 10% in kind. Noteholders have the option to convert the outstanding principal amount of their Convertible Notes into common shares of the Company at a reduced strike price of $6 per share. However, except in the event of a Change of Control (as defined in the Convertible Note Purchase Agreement), conversion rights cannot be exercised before September 30, 2025. If the Company raises more than $10,000,000 in common equity, the strike price resets to the lesser of (1) the then-applicable strike price or (2) the price per share at which the new shares are issued (or the weighted average price per share, if issued at varying prices). The Company may repurchase the Convertible Notes voluntarily. If repurchased on or before August 31, 2025, a 5% prepayment penalty applies; if repurchased during September 2025, the penalty increases to 7%. For repurchases after October 1, 2025, the Company is required to pay the Equity Option Fee, as defined in the Convertible Note Purchase Agreement.

The Company’s financial covenants in both Secured Notes are being amended to reset the Consolidated Total Net Leverage Ratio and Interest Coverage Ratio to the following:

Consolidated Total Net Leverage Ratio

Fiscal Quarters ended March 31, 2025 and June 30, 2025: 5.00x

Fiscal Quarters ended September 30, 2025 and December 31, 2025: 4.33x

Fiscal Quarters ended March 31, 2026 through the Maturity Date: 3.75x

Interest Coverage Ratio

Fiscal Quarter ended March 31, 2025 and June 30, 2025: 1.50x

Fiscal Quarters ended September 30, 2025 and December 31, 2025: 1.75x

Fiscal Quarters ended March 31, 2026 through the Maturity Date: 2.00x

Subsequent to March 31, 2025, there have been no other situations or circumstances that may require significant adjustments or further disclosure in these consolidated financial statements that were not mentioned above.

F-35

Exhibit 99.7

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statement on Form F-3 (No. 333-283113) and Form S-8 (Registration No. 333-282263) of Moolec Science SA of our report dated April 15, 2025, except with respect to the matters that raise substantial doubt about the Company’s ability to continue as a going concern discussed in Note 21.1. which is as of August 11, 2025, relating to the financial statements of Bioceres Group PLC, which appears in this Current Report on Form 6-K.

/s/ Price Waterhouse & Co. S.R.L.

/s/ Guillermo Miguel Bosio (Partner)

Rosario, Argentina

August 11, 2025

Exhibit 99.8

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statement on Form F-3 (No. 333-283113) and Form S-8 (Registration No. 333-282263) of Moolec Science SA of our report dated October 30, 2024, except with respect to the matters that raise substantial doubt about the Company’s ability to continue as a going concern discussed in Note 31.1. which is as of August 11, 2025, relating to the financial statements, which appears in this Current Report on Form 6-K.

/s/ Price Waterhouse & Co. S.R.L.

/s/ Sebastian Azagra (Partner)

Rosario, Argentina

August 11, 2025

Exhibit 99.9

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statement on Form F-3 (No. 333-283113) and Form S-8 (Registration No. 333-282263) of Moolec Science SA of our report dated October 30, 2024 relating to the financial statements and the effectiveness of internal control over financial reporting of Bioceres Crops Solution Corp., which appears in the Current Report on Form 6-K of Moolec Science SA dated April 18, 2025.

/s/ Price Waterhouse & Co. S.R.L.

/s/ Guillermo Miguel Bosio (Partner)

Rosario, Argentina

August 11, 2025

MLEC 6-K