Exhibit 99.1

UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED FINANCIAL 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 STATEMENTS OF OPERATIONS
FOR THE TWELVE-MONTH PERIOD ENDED JUNE 30, 2024
(In United States Dollars)

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 STATEMENTS OF FINANCIAL POSITION
AS OF DECEMBER 31, 2024
(In United States Dollars)

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS
FOR THE SIX-MONTH PERIOD ENDED DECEMBER 31, 2024
(In United States Dollars)

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.

NOTES TO UNAUDITED PROFORMA CONDENSED COMBINED FINANCIAL 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

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 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:

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 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 Operations for 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 the results from Associates and joint ventures from BIOX

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:

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 Financial Position 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

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

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 Operations for 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 the results from Associates and joint ventures from BIOX

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 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 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:

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.

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 and the Reverse Stock Split, including up to 6,891,358 ordinary shares to be issued by Moolec to effect the BCA.

Exhibit 99.2

INDEX TO FINANCIAL STATEMENTS

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

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’s Ability to Continue as a Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 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.

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

Moolec Science SA

Consolidated statements of comprehensive loss

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

In USD [$]

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

Moolec Science SA

Consolidated statements of financial position

as of June 30, 2024 and 2023

In USD [$]

The accompanying notes are an integral part of these consolidated statements for the years ended June 30, 2024, 2023 and 2022

Moolec Science SA

Consolidated statements of changes in equity

In USD [$]

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

Moolec Science SA

Consolidated statements of cash flows

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

In USD [$]

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

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:

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

Following the Merger:

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.

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:

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

(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.

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.

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.

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.

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:

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:

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:

Intangible Assets Acquired in a Business Combination

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.

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:

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:

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.

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.