OPERATING AND FINANCIAL REVIEW AND PROSPECTS
The following discussion and analysis provide information which our management believes is relevant to an assessment and understanding of our operating results and financial condition. This discussion and analysis should be read together with our audited consolidated financial statements and related notes that are included elsewhere in this annual report. In addition to historical financial information, this discussion and analysis contains forward-looking statements based upon current expectations that involve risks, uncertainties and assumptions. See the section entitled "Cautionary Note Regarding Forward-Looking Statements." Actual results and timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under "Item 3. Key Information-D. Risk Factors" or elsewhere in this annual report.
A. Operating Results
The Business Combination Agreement
Before the end of the fiscal year, on June 16, 2025, the Company consummated a business combination. Prior to that moment, a series of previous steps have taken place, as follows:
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"), 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 by operation of law became shares of Moolec Science (Cayman Islands), par value $0.10 per share.
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, initially announced on April 17, 2025, in which the Company, Bioceres Group Limited (formerly, Bioceres Group PLC, one of the main shareholders of the Company), Gentle Technologies Corp ("Gentle Tech") and Nutrecon LLC ("Nutrecon") entered into 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, 2025 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").
Through the consummation of the Business Combination, Moolec Science SA acquired all the issued and outstanding equity interests of Bioceres Group and Nutrecon and 50% of Gentle Tech, integrating mature agricultural biologicals and seed businesses, nutritional solutions, and emerging technology ventures. In consideration for the contributed entities, the Company issued approximately 6.2 million of ordinary shares to the shareholders of Bioceres Group, 450,000 of ordinary shares and 500,000 private warrants with an exercise price of US$20.00 per share to the shareholders of Nutrecon, and 132,750 ordinary shares to the shareholders of Gentle Tech. Also, Moolec Science SA committed to issue additional ordinary shares twelve months after the acquisition date, representing the 10% of the total shares to be issued (the "Holdback"), representing approximately 0.7 million of ordinary shares to the shareholders of Bioceres Group, 50,000 of ordinary shares to the shareholders of Nutrecon, and 14,750 ordinary shares to the shareholders of Gentle Tech.
On June 16, 2025, following the consummation of the Business Combination, the Company initiated integration processes across organizational, operational, and IT functions to support competitiveness and long-term sustainability. In parallel, management continued to advance the ongoing operations, which remain crucial to maintaining business continuity and supporting the successful execution of the integration and growth strategy. The consolidated results as of and for the year ended June 30, 2025 ("FY2025") reflect purchase accounting. The prior periods as of and for the year ended June 30, 2024 ("FY2024") and for the year ended June 30, 2023 reflects the Predecessor on a stand-alone basis and does not include any effects of the Business Combination. As a result, variances between FY2025 and FY2024 primarily reflect changes in scope and basis of presentation rather than purely period-over-period operating trends, and therefore the periods are not directly comparable. Effective as of the Closing (i.e., June 16, 2025), the Company accounted for the Business Combination under IFRS 3, Business Combinations, using the acquisition method of accounting and treating the transaction as a reverse acquisition. Under this approach, Bioceres Group (the legal subsidiary) was considered the accounting acquirer, and Moolec Science SA (the legal acquirer) was considered the accounting acquiree, together with Gentle Tech and Nutrecon.
Going concern
The Business Combination, initially announced on April 17, 2025, in which the Company, Bioceres Group (formerly, Bioceres Group PLC, one of the main shareholders of the Company), Gentle Tech and Nutrecon entered into 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. The Business Combination was ratified by Moolec shareholders at the Extraordinary General Meeting ("EGM") held on June 16, 2025, 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.
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 led 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 Messrs. Marinov, Kolatch and Crocco (or such other persons as may be 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, 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 "BIOX deconsolidation"). Even when there was a deconsolidation of the business, the Company will continue to be affected by BIOX business due to the HB4 royalty agreement. It is important to note that the effects of the loss of control in BIOX represents substantially all of the Company's business.
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.
In June 2025, Bioceres S.A., one of the Argentine subsidiaries of Bioceres Group Limited, defaulted on a portion of its financial debt that was due that month. As a result, Bioceres S.A. had initiated a debt restructuring process for its financial debt for an aggregate amount of $36.4 million.
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 for 3,062,500 pledged BIOX shares, pursuant to the New York Uniform Commercial Code. Management has responded to the creditor, reserving all rights, remedies, and defenses. As of June 30, 2025, the current debt amounts to US$58.0 million.
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. There are no guarantees granted above Bioceres S.A. and Bioceres LLC.
As of June 30, 2025, the Group had a negative working capital amounting to US$204,860,444, and a shareholders' deficit of US$82,873,602. Additionally, the Group reported recurring operating losses amounting to US$104,150,129.
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, currently, the Group lacks sufficient financial resources to meet its obligations or fully implement its business plan. Without securing additional capital, the Group will not be able to sustain its operations.
The uncertainty surrounding the ability to secure additional funding and the potential for continued operational losses contribute to substantial doubt about the Group's ability to continue as a going concern.
Management has plans to address the Group's financial situation as follows:
Theo I SCSp
On November 28, 2025, subsequent to the reporting date, Theo I SCSp received a conditional payment order from district court of Luxembourg, and therefore the General Partners engaged Ogier (Luxembourg) SCS represented by its general partner Ogier Luxembourg (GP) S.à.r.l formally as their legal advisor to assist with Theo I SCSp's declaration of bankruptcy before the Luxembourg District Court. The declaration of bankruptcy will declare Theo I SCSp bankrupt and appoint a receiver who will take control over the management of the company.
The loss of control constitutes the derecognition event under IFRS 10.25. Accordingly, the Group will derecognize the assets and liabilities of Theo I SCSp and will remeasure its retained interest at fair value in accordance with IFRS 9 at the date of the derecognition event. This will result in the recognition of an estimated gain of US$9.5 million in the consolidated statement of profit or loss as of the derecognition date.
The Group will continue to measure its retained interest in Theo I SCSp at fair value through profit or loss until the liquidation process is formally completed.
Bioceres S.A. and Bioceres LLC
On December 16, 2025, subsequent to the reporting date, the Board of Directors of Bioceres S.A. formally approved the initiation of voluntary bankruptcy proceedings and instructed management to seek and appoint a trustee ("síndico") to oversee the process. The commencement of the voluntary bankruptcy proceedings and the transfer of decision-making authority to the trustee will result in the Group losing control over Bioceres S.A. in accordance with the principles of IFRS 10 Consolidated Financial Statements. As Bioceres LLC is a wholly owned subsidiary of Bioceres S.A., the Group simultaneously will lose control over Bioceres LLC as well.
Under IFRS 10.25, the date on which control is lost constitutes the derecognition event. Accordingly, after December 16, 2025, the Group will derecognize the assets and liabilities of Bioceres S.A. and Bioceres LLC and will remeasure any retained interest at fair value in accordance with IFRS 9 Financial Instruments.
The resulting derecognition effects are expected to generate an approximate gain of US$91.0 million related to the loss of control of Bioceres S.A. and an additional approximate gain of US$5.3 million related to the loss of control of Bioceres LLC (including the loss of holding in BIOX, therefore it will no longer be an equity method associate).These amounts will be recognized in the consolidated statement of profit or loss as of the derecognition date.
The Group will continue to monitor the progress of the voluntary bankruptcy and liquidation proceedings and will update the accounting treatment as necessary in accordance with IFRS.
Management expects that certain shareholders and/or investors will continue or commence to provide new financing lines.
However, there is no assurance 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 of Moolec Science SA 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.
Accordingly, the financial statements of Moolec Science SA for periods prior to the Closing reflect the historical financial information of Bioceres Group. The financial information as of and for the year ended June 30, 2025 reflects the figures corresponding to Bioceres Group and incorporates the effects of applying the acquisition method to Moolec Science SA, Gentle Tech and Nutrecon, measured at fair value in accordance with IFRS 3.
For a discussion of the factors that may affect our results of operations see "Item 3-Key Information-Risk Factors".
Factors Affecting our Operating Results
BIOX deconsolidation
Our operating results going forward will be affected by the deconsolidation of BIOX following the loss of de facto control over that entity on June 18, 2025. As a result of this deconsolidation, the Group no longer consolidates BIOX's assets, liabilities, revenues and expenses, and instead accounts for its investment in BIOX under the equity method. Accordingly, our operating results will reflect only our share of BIOX's net results, rather than BIOX's results on a consolidated basis, which may materially reduce reported revenues, operating income and other key performance indicators compared to prior periods. If the voluntary bankruptcy described above proceeds, BIOX will no longer be an equity method associate. For a detailed discussion of the events and circumstances that led to the loss of control over BIOX, see "Part I - Introductory note and presentation of financial and other information."
Regulatory environment
Our operating results will vary depending on the speed at which we are able to obtain regulatory approvals for our products and the cost and expense associated with gaining such approvals. The degree of regulation to which we are subject varies by activity and country. Our ability to sell our technologies and products depends on obtaining and maintaining necessary authorizations, permits, and regulatory approvals in the markets in which we operate.
Product Development
Moolec has developed a range of functional proteins and lipids that are already available to food manufacturers and feed producers.
One of our lead products, Mycofood™, exemplifies our approach in action. It is a scalable, 100% animal-free protein ingredient produced through precision fermentation of fungal biomass. Designed to deliver a neutral taste and versatile texture, Mycofood™ can be seamlessly integrated into a wide range of food systems-from meat analogues to protein-enriched formulations-without altering flavor or mouthfeel.
ValoraSoy products primarily use soy-based functional proteins, supplemented with chickpea-based proteins, specifically designed for human nutrition. Produced in state-of-the-art facilities in Argentina's soybean corridor, these plant proteins provide chewiness, texture, and fibrous structure comparable to meat, supporting clean-label and nutritionally rich applications.
GLASO, a safflower-derived oil rich in functional lipids, is currently being used in formulations for small-animal feed, demonstrating the versatility of our platform and its applicability beyond human food systems.
Other programs remain under research and development and will advance through discovery, transformation, development, and selection stages prior to full-scale production and commercialization. This mix of revenue-generating and pipeline projects reflects our dual focus on near-term market presence and long-term innovation across molecular farming and precision fermentation.
We have made significant progress in the research and development of our products, as well as in acquiring the necessary production facilities to scale-up production:
| ● | As a result of the Closing of the Business Combination in June 2025, we incorporated a pilot and industrial precision-fermentation facility under the SynBio Powerlabs brand, designed to produce target proteins, enzymes, and other biomolecules using optimized microbial and cellular systems - providing a controlled, scalable pathway from design through fermentation to commercial channels with food-industry partners. The site runs under the Finnish and EU "contained use" framework, overseen by the Finnish Food Authority (Ruokavirasto) and the Board for Gene Technology (GTLK), which enables compliant, controlled production without open-field authorizations, while aligning with traceability and data-audit requirements across our Finland-based operations. |
| ● | On September 2025, in Argentina, the National Service for Agri-Food Health and Quality (SENASA) granted feed and food approval for Moolec's proprietary Safflower GLASO1 technology. |
| ● | On April 18, 2024, USDA-APHIS concluded its Regulatory Status Review for our genetically engineered soybean, Piggy Sooy™. The review determined that Piggy Sooy™, which accumulates animal meat protein, does not pose an increased plant pest risk compared to non-engineered soybeans. Consequently, Piggy Sooy™ is not subject to the APHIS regulation governing the movement of genetically engineered organisms (7 CFR part 340). This represents the first-ever USDA-APHIS approval for plant-grown animal proteins. See "Item 4. Information on the Company-B. Business Overview-Government Regulation." |
| ● | On March 31, 2023, USDA-APHIS issued a Regulatory Status Review with the conclusion that our GLA safflower plants pose no greater plant pest risk than non-genetically engineered safflower plants according to regulation 7 CFR part 340. We also have FDA approval for use of the seed meal from GLA safflower plants in food for cattle and poultry. See "Item 4. Information on the Company-B. Business Overview-Government Regulation." |
| ● | As a result of the closing of the ValoraSoy Food Ingredients Acquisition in April 2023, we acquired a soy processing plant in Argentina which specializes in the production of textured soy proteins. Its products are manufactured using various extrusion processes obtaining vegetable proteins with texture and fibrousness similar to those of meat, with various applications such as hamburgers, sausages, and other plant-based products. |
We are striving to successfully complete certain major research, development, and production activities in order to meet our expected production dates.
Our team of scientists, technicians and staff is committed to achieving the milestones to meet our current production and commercialization timelines to enable us to achieve our expected production dates. Achievement of these milestones are critical to our development timelines, though may be subject to unanticipated delays outside of our control such as the ability to obtain sufficient capital to support production.
Capital Requirements
As a result of the closing of the ValoraSoy Acquisition, we used to generate revenue from our operations from ValoraSoy's pre-existing contracts. Starting in the fiscal year 2025, we initiated the commercialization of GLASO. However, until we can generate sufficient revenue, we are dependent on our ability to raise sufficient capital from third-party sources. After the Business Combination Closing, we incorporated other sources of revenues from operations of Bioceres Group and we expect to incorporate other sources from Nutrecon and its subsidiary. We expect to finance our future capital needs through private placements of our securities, public offerings of equity and/or equity-linked securities, debt financings, collaborations, and licensing arrangements.
Macroeconomic conditions in Argentina
We generate a significant portion of our revenue in Argentina, an emerging market. Therefore, our operating result and financial condition are directly impacted by macroeconomic and fiscal developments, including fluctuations in currency exchange rates, inflation and interest rate fluctuations, in Argentina. See "Item 3. Key Information-D. Risk Factors-Risks Relating to our Business and Operations-Economic and political developments in Argentina, including inflation and government controls may adversely affect the economy and our financial condition and results of operations."
Operating Results
We have based the following discussion on our audited consolidated financial statements included elsewhere in this report. You should read it along with these financial statements, and it is qualified in its entirety by reference to them.
Comparison of the Year Ended June 30, 2025, and the Year Ended June 30, 2024
The following table sets forth our historical operating results for the periods indicated:
| Consolidated Statements of Comprehensive Loss | ||||||||||||||||
|
For the year ended June 30, 2025 |
For the year ended June 30, 2024 | Change | Variation | |||||||||||||
| (in United States Dollars) | (%) | |||||||||||||||
| Revenues from contracts with customers | 333,611,248 | 466,376,330 | (132,765,082 | ) | (28 | )% | ||||||||||
| Government grants | 3,412 | 197,519 | (194,107 | ) | (98 | )% | ||||||||||
| Initial recognition and changes in the fair value of biological assets at the point of harvest | 1,764,863 | (45,746 | ) | 1,810,609 | n.s. | |||||||||||
| Cost of sales | (203,424,872 | ) | (279,368,328 | ) | 75,943,456 | (27 | )% | |||||||||
| Changes in the net realizable value of agricultural products after harvest | (1,541,204 | ) | (2,385,069 | ) | 843,865 | (35 | )% | |||||||||
| Research and development expense | (15,138,510 | ) | (17,422,487 | ) | 2,283,977 | (13 | )% | |||||||||
| Selling, general and administrative expenses | (125,908,240 | ) | (126,340,822 | ) | 432,582 | - | ||||||||||
| Share of profit or loss of joint ventures and associates | (36,927,610 | ) | (21,023,150 | ) | (15,904,460 | ) | 76 | % | ||||||||
| Other income or expenses, net | (56,589,216 | ) | (703,265 | ) | (55,885,951 | ) | n.s. | |||||||||
| Operating profit | (104,150,129 | ) | 19,284,982 | (123,435,111 | ) | (640 | )% | |||||||||
| Financial costs | (41,809,445 | ) | (37,634,153 | ) | (4,175,292 | ) | 11 | % | ||||||||
| Other financial results | (24,043,905 | ) | (9,608,981 | ) | (14,434,924 | ) | 150 | % | ||||||||
| (Loss) Profit before income tax | (170,003,479 | ) | (27,958,152 | ) | (142,045,327 | ) | 508 | % | ||||||||
| Income tax | (6,636,121 | ) | (1,103,152 | ) | (5,532,969 | ) | 502 | % | ||||||||
| (Loss) Profit for the year | (176,639,600 | ) | (29,061,304 | ) | (147,578,296 | ) | 508 | % | ||||||||
| Basic and diluted (loss) / profit attributable to ordinary equity holders of the parent | (17.2461 | ) | (5.6146 | ) | (11.6315 | ) | 207 | % | ||||||||
Notes:
"n.s.": not significant.
As a result of the deconsolidation of BIOX, the Company expects significant decreases in revenues from contracts with customers, cost of sales, selling, general and administrative expenses, share of profit or loss of joint ventures and associates in future periods, as BIOX's results will no longer be consolidated. Other operating line items previously impacted by BIOX's operations may also be affected. Following the deconsolidation, the Company will recognize only its share of BIOX's net results under the equity method, which may impact the comparability of operating results across periods. See "Item 5. Operating and Financial Review and Prospects-A. Operating results-Factors affecting our operating results"
Revenues from contracts with customers and initial recognition and changes in the fair value of biological assets at the point of harvest
Total revenues and changes in the fair value of biological assets at the point of harvest are mainly derived from our former consolidated subsidiary Bioceres Crop Solutions Corp. (BIOX). Total revenue decreased by US$132.8 million, or 28%, totaling US$333.6 million for the year ended June 30, 2025, compared to our total revenue of US$466.4 million for the year ended June 30, 2024. Revenue was impacted mainly by severe challenges in Argentina, one of our key markets, during the year ended June 30, 2025, driven mainly by a combination of factors: (i) extraordinary prior-year sales linked to local currency devaluation, which led distribution channels to accumulate inventories beyond short-term needs; (ii) deteriorating on-farm economics; and (iii) constrained financing availability across the agricultural sector.
Crop Protection. Total revenue decreased by US$41.6 million, or 19%, to US$181.9 million for the year ended June 30, 2025, compared to our total revenue of US$223.5 million for the year ended June 30, 2024, primarily driven by reduced commercialization of third-party products in Argentina, which accounted for US$41.9 million of the total decrease. This trend aligns with our strategic shift toward prioritizing higher-margin proprietary technologies. Meanwhile, bioprotection products saw a US$5.8 million increase, which was nearly offset by a US$5.7 million decline in seed crop protection products.
Crop Nutrition. Total revenue decreased by US$55.3 million, or 38%, to US$89.5 million for the year ended June 30, 2025, compared to our total revenue of US$144.8 million for the year ended June 30, 2024. The decrease was primarily driven by a sharp contraction in micro-beaded fertilizer sales, attributed to reduced corn acreage in Argentina early in the year. This was further compounded by unfavorable farm economics and elevated channel inventories, which constrained purchasing behavior throughout the season and led to a 39% drop in sales volume. The expected reduction of US$15.7 million related to the Syngenta downpayment further weighed on comparisons.
Seed and Integrated Products. Total revenue decreased by US$32.7 million, or 34%, to US$63.7 million for the year ended June 30, 2025, compared to our total revenue of US$96.4 million for the year ended June 30, 2024. The decline reflects the ongoing transition of the HB4 business model toward strategic partnerships. Reduced volumes from the HB4 business accounted for US$31.7 million of total segment sales, highlighting the impact of this shift on overall performance.
Gross profit
Gross profit (defined as Revenues and changes in the fair value of biological assets at the point of harvest less cost of sales) are mainly derived from our former consolidated subsidiary Bioceres Crop Solutions Corp. (BIOX). Gross profit decreased by US$54.2 million, or 29%, to US$130.4 million for the year ended June 30, 2025, from US$184.6 million for the year ended June 30, 2024. The decrease was mainly driven by lower sales across all segments, including a US$15.7 million year-over-year reduction from the Syngenta agreement that carried a 100% gross margin in the year ended June 30, 2024. Even in this challenging context, gross profit performance broadly tracked sales, and the full-year gross margin held stable compared to the prior year. This reflects the relative resilience of the higher-margin proprietary products, where we retained market share and, in some international markets, achieved modest gains.
Crop Nutrition. The Syngenta license payment carries a 100% gross margin; therefore, the US$15.7 million decline had a direct and full impact on gross profit, reducing both the segment's total gross profit and average gross margin compared to the prior year. Additionally, as described above, the segment was negatively affected by lower fertilizer volumes, which were the primary driver of the overall decline. Margin pressure was further intensified by pricing headwinds in biostimulants and, to a lesser extent, in micro-beaded fertilizers, resulting in segment margins declining from 53% to 48%.
Crop Protection. The decline in gross profit was consistent with lower sales, though less pronounced, resulting in an improved gross margin for the segment. This improvement was mainly driven by a reduction in the commercialization of low-margin third-party products, along with a more favorable product mix. Notably, bioprotection products contributed an additional US$1.6 million, and adjuvants saw a modest margin improvement, further supporting the overall margin expansion.
Seed and Integrated Products. The decrease in gross profit was consistent with the decline in sales and reflects the planned wind-down of the seed business. This transition is part of our strategic shift toward partnerships and trait development, while continuing to sell through existing grain and seed inventories.
Research and development expenses
Research and development expenses are mainly derived from our former consolidated subsidiary Bioceres Crop Solutions Corp. (BIOX). Research and development expenses, which include ongoing efforts to maintain and continuously update our existing product portfolio, decreased by US$2.3 million in the year ended June 30, 2025, compared US$17.4 million for the year ended June 30, 2024. The reduction reflects a refocusing of resources to prioritize initiatives that balance our long-term growth prospects with nearer-term profitability opportunities.
Selling, general and administrative expenses
Selling, general and administrative expenses decreased slightly by US$0.4 million, to US$125.9 million for the year ended June 30, 2025, from US$126.3 million for the year ended June 30, 2024. The figure reflects a US$6.4 million increase in impairment of receivables, mainly associated with non-recurring events in Bolivia and the HB4 business, and US$3.5 million in one-time workforce streamlining costs, which offset savings achieved through cost-control initiatives and lower variable costs resulting from reduced sales activity.
Share of profit or loss of joint ventures and associates
The result from our share in the profit of joint ventures and associates declined by US$15.9 million, from a loss of US$21.0 million in the fiscal year ended June 30, 2024, to a loss of US$36.9 million in the fiscal year ended June 30, 2025. Increase in loss of joint ventures and associates was primarily driven by a higher loss of our participation in Theo I SCSp for US$7.8 million and lower earnings from participation in Agrality and Synertech by US$4.1 million and US$2.9 million, respectively.
Other income or expense, net
Other income or expense, net increased by loss of US$55.9 million to US$56.6 million in the fiscal year ended June 30, 2025, from a loss of $0.7 million in the fiscal year ended June 30, 2024. The increase loss was mainly derived from higher expenses related to the recognition of financial guarantees of Theo I SCSp, one of our associates for US$61.7, and partially offset by the result of exchange of intangible assets amounting US$ 7.6 million and the recognition of US$1.5 million gain on purchase related to the Business Combination.
Other financial results
Other financial results are mainly derived from our former consolidated subsidiary Bioceres Crop Solutions Corp. (BIOX).
Income tax
Income tax increased to US$6.6 million for the year ended June 30, 2025, from US$1.1 million for the year ended June 30, 2024. The Company´s effective tax is 4.2% and 3.9% for the year ended June 30, 2025 and 2024. For the year ended June 2025, the effective tax is lower than statutory tax rate mainly due to derecognition of deferred tax assets (US$40.5 million) from Bioceres SA because it initiated voluntary bankruptcy, Share of profit or loss of subsidiaries, joint ventures and associates (US$8.2 million) and non-deductible expenses (US$4 million). For the year ended June 2024, the effective tax is lower than statutory tax rate mainly due to Share of profit or loss of subsidiaries, joint ventures and associates (US$5.1 million), non-deductible expenses (US$1.5 million), tax inflation adjustment (US$4.2 million) and result of inflation effect on monetary items (US$5.1 million).
Comparison of the Year Ended June 30, 2024, and the Year Ended June 30, 2023
The following table sets forth our historical operating results for the periods indicated:
| Consolidated Statements of Comprehensive Loss | ||||||||||||||||
|
For the year ended June 30, 2024 |
For the year ended June 30, 2023 | Change | Variation | |||||||||||||
| (in United States Dollars) | (%) | |||||||||||||||
| Revenues from contracts with customers | 466,376,330 | 420,867,429 | 45,508,901 | 11 | % | |||||||||||
| Government grants | 197,519 | 93,509 | 104,010 | 111 | % | |||||||||||
| Initial recognition and changes in the fair value of biological assets at the point of harvest | (45,746 | ) | 610,554 | (656,300 | ) | (107 | )% | |||||||||
| Cost of sales | (279,368,328 | ) | (235,464,072 | ) | (43,904,256 | ) | 19 | % | ||||||||
| Changes in the net realizable value of agricultural products after harvest | (2,385,069 | ) | (4,351,433 | ) | 1,966,364 | (45 | )% | |||||||||
| Research and development expense | (17,422,487 | ) | (15,943,987 | ) | (1,478,500 | ) | 9 | % | ||||||||
| Selling, general and administrative expenses | (126,340,822 | ) | (116,531,274 | ) | (9,809,548 | ) | 8 | % | ||||||||
| Share of profit or loss of joint ventures and associates | (21,023,150 | ) | 47,709,605 | (68,732,755 | ) | (144 | )% | |||||||||
| Other income or expenses, net | (703,265 | ) | 1,055,299 | (1,758,564 | ) | (167 | )% | |||||||||
| Operating profit | 19,284,982 | 98,045,630 | (78,760,648 | ) | (80 | )% | ||||||||||
| Financial costs | (37,634,153 | ) | (33,576,632 | ) | (4,057,521 | ) | 12 | % | ||||||||
| Other financial results | (9,608,981 | ) | (13,674,756 | ) | 4,065,775 | (30 | )% | |||||||||
| (Loss) Profit before income tax | (27,958,152 | ) | 50,794,242 | (78,752,394 | ) | (155 | )% | |||||||||
| Income tax | (1,103,152 | ) | 2,328,366 | (3,431,518 | ) | (147 | )% | |||||||||
| (Loss) Profit for the year | (29,061,304 | ) | 53,122,608 | (82,183,912 | ) | (155 | )% | |||||||||
| Basic and diluted (loss) / profit attributable to ordinary equity holders of the parent | (5.6146 | ) | 8.8034 | (14.4180 | ) | (164 | )% | |||||||||
Notes:-
"n.s.": not significant.
Revenues from contracts with customers and initial recognition and changes in the fair value of biological assets at the point of harvest
Revenues and changes in the fair value of biological assets at the point of harvest are mainly derived from our former consolidated subsidiary Bioceres Crop Solutions Corp. (BIOX). Total revenue increased by US$45.5 million, or 11%, totaling US$466.4 million for the year ended June 30, 2024, compared to our total revenue of US$420.9 for the year ended June 30, 2023. Revenue from HB4 sales, adjuvants, and other crop protection products increased as a result of normalized weather conditions in the southern hemisphere and, to a lesser extent, an increase in bio stimulant sales in Europe.
Crop Protection. Total revenue increased by US$17.7 million, or 8.6%, to US$223.5 million for the year ended June 30, 2024, from US$205.8 million for the year ended June 30, 2023. This increase was due to a greater demand for crop protection products in key markets, such as Brazil and Argentina, as a result of heightened pest pressure - in this segment, adjuvants and seed protection products were the main growth drivers.
Crop Nutrition. Total revenue decreased by US$12.4 million, or 7.9%, to US$144.8 million for the year ended June 30, 2024, compared to US$157.3 million for the year ended June 30, 2023. The decrease was mainly due to a US$17.2 million decrease in the accrual of the Syngenta license payment in the amount of US$15.7 million in the year ended June 30, 2024, compared to US$32.9 million in the year ended June 30, 2023. In addition, softened micro-beaded fertilizers demand in the fourth quarter interrupted the momentum shown by this product category during the first half of the fiscal year, while bio stimulants were the best performers, increasing by more than 50%, mainly in Europe.
Seed and Integrated Products. Total revenue increased by US$39.5 million, or 69.3%, to US$96.4 million for the year ended June 30, 2024, compared to US$56.9 million for the year ended June 30, 2023, as a result of the largest year-on-year increase driven by HB4 sales.
Gross profit
Gross profit (defined as Revenues and changes in the fair value of biological assets at the point of harvest less cost of sales) are mainly derived from our former consolidated subsidiary Bioceres Crop Solutions Corp. (BIOX). Gross profit remained nearly flat compared to the year before, increasing by US$2.9 million, or 2%, to US$184.6 million for the year ended June 30, 2024, from US$181.7 million for the year ended June 30, 2023 primarily due to the lower contribution of the Syngenta compensatory payment.
Crop Nutrition. In addition, the Syngenta license payment entails a 100% gross margin, and the US$17.2 million decline translates directly into gross profit, lowering Crop Nutrition segment's gross profit and average gross margin, compared to last year.
Crop Protection. Crop Protection saw gross margin improvement on top of top line growth, with margin expansions led by the bio protection portfolio as well as a more focused approach to third-party products' commercialization.
Seed and Integrated Products. In Seed and Integrated Products, HB4 downstream sales - with a lower gross margin than upstream sales - were higher in the year ended June 2024, as a result of grain inventories being drawn down to minimize working capital requirements and to develop commercial channels for fully traced grain inventories. As a result, gross profit for Seed and Integrated Products grew less than sales. Overall gross margin decreased 381 bps to 40% for the year ended June 30, 2024, from 44% in the year ended June 30, 2023.
Research and development expenses
Research and development expenses are mainly derived from our former consolidated subsidiary Bioceres Crop Solutions Corp. (BIOX). Research and development expenses, which include ongoing efforts to maintain and continuously update BIOX existing product portfolio, remained nearly flat at 4% of revenue in the year ended June 30, 2024, compared to the year ended June 30, 2024, totaling US$17.4 million for the year ended June 30, 2024, compared to US$15.9 million for the year ended June 30, 2023.
Selling, general and administrative expenses
Selling, general and administrative expenses are mainly derived from our former consolidated subsidiary Bioceres Crop Solutions Corp. (BIOX). These expenses increased by US$9.8 million, or 8%, to US$126.3 million for the year ended June 30, 2024, from US$116.5 million for the year ended June 30, 2023. Total selling, general and administrative expenses as a percentage of revenues stood flat at 28% in the year ended June 30, 2023, compared to 28% in the year ended June 30, 2023.
Share of profit or loss of joint ventures and associates
The result from our share in the profit of joint ventures and associates declined by US$68.7 million, from an income of US$47.7 million in the fiscal year ended June 30, 2023, to a loss of US$21.0 million in the fiscal year ended June 30, 2024. This loss was primarily driven by a decline in our investments like Theo I SCSp.
Other financial results
Other financial results are mainly derived from our former consolidated subsidiary Bioceres Crop Solutions Corp. (BIOX).
Financial costs increased by US$4.1 million, or 12%, to US$37.6 million for the year ended June 30, 2024, from US$33.6 million for the year ended June 30, 2023, driven mainly by interest expenses.
Other financial results decreased by US$4.1 million to a loss of US$9.6 million for the year ended June 30, 2024, compared to a loss of US$13.7 million for the year ended June 30, 2023, mainly as a result of a gain in exchange differences in the amount of US$12.9 million and net gain of inflation effect on monetary items in the amount of US$1.3 million offset by changes in fair value of financial assets or liabilities and other financial results.
Income tax
Income tax changed to an expense of US$1.1 million for the year ended June 30, 2024, from a gain of US$2.3 million for the year ended June 30, 2023. 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 due to share of profit or loss of subsidiaries, joint ventures and associates, share-based incentives charges, non-deductible expenses, tax inflation adjustment and result of inflation effect on monetary items, among other.
B. Liquidity and Capital Resources
Overview
Our principal source of liquidity has been through shareholders funding, which has historically been sufficient to meet our working capital and capital expenditure requirements. As of June 30, 2025, and June 30, 2024, we had cash and cash equivalents of US$0.8 million and US$53.0 million, respectively.
We will require additional cash resources in order to meet our expected operational and business needs for the next twelve months, which may include implementation of our strategies to expand our business, or other investments or acquisitions we may decide to pursue. If we determine that our cash requirements exceed the amount of cash and cash equivalents we have on hand at the time, we may seek to issue equity, debt or convertible securities or obtain credit facilities.
Going Concern
The Business Combination, initially announced on April 17, 2025, in which the Company, Bioceres Group (formerly, Bioceres Group PLC, one of the main shareholders of the Company), Gentle Tech and Nutrecon entered into 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. The Business Combination was ratified by Moolec shareholders at the Extraordinary General Meeting ("EGM") held on June 16, 2025, 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").
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 led 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 Messrs. Marinov, Kolatch and Crocco (or such other persons as may be 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, 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 "BIOX deconsolidation"). Even when there was a deconsolidation of the business, the Company will continue to be affected by BIOX business due to the HB4 royalty agreement. It is important to note that the effects of the loss of control in BIOX represents substantially all of the Company's business.
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.
In June 2025, Bioceres S.A., one of the Argentine subsidiaries of Bioceres Group Limited, defaulted on a portion of its financial debt that was due that month. As a result, Bioceres S.A. had initiated a debt restructuring process for its financial debt for an aggregate amount of US$36.4 million.
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 US$69.5 million. The creditor conducted a public auction for 3,062,500 pledged BIOX shares, pursuant to the New York Uniform Commercial Code. Management has responded to the creditor, reserving all rights, remedies, and defenses. As of June 30, 2025, the current debt amounts to US$58.0 million.
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. There are no guarantees granted above Bioceres S.A. and Bioceres LLC.
As of June 30, 2025, the Group had a negative working capital amounting to US$204,860,444, and a shareholders' deficit of US$82,873,602. Additionally, the Group reported recurring operating losses amounting to US$104,150,129.
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, currently, the Group lacks sufficient financial resources to meet its obligations or fully implement its business plan. Without securing additional capital, the Group will not be able to sustain its operations.
The uncertainty surrounding the ability to secure additional funding and the potential for continued operational losses contribute to substantial doubt about the Group's ability to continue as a going concern.
Management has plans to address the Group's financial situation as follows:
Theo I SCSp
On November 28, 2025, subsequent to the reporting date, Theo I SCSp received a conditional payment order from district court of Luxembourg, and therefore the General Partners engaged Ogier (Luxembourg) SCS represented by its general partner Ogier Luxembourg (GP) S.à.r.l formally as their legal advisor to assist with Theo I SCSp's declaration of bankruptcy before the Luxembourg District Court. The declaration of bankruptcy will declare Theo I SCSp bankrupt and appoint a receiver who will take control over the management of the company.
The loss of control constitutes the derecognition event under IFRS 10.25. Accordingly, the Group will derecognize the assets and liabilities of Theo I SCSp and will remeasure its retained interest at fair value in accordance with IFRS 9 at the date of the derecognition event. This will result in the recognition of an estimated gain of US$9.5 million in the consolidated statement of profit or loss as of the derecognition date.
The Group will continue to measure its retained interest in Theo I SCSp at fair value through profit or loss until the liquidation process is formally completed.
Bioceres S.A. and Bioceres LLC
On December 16, 2025, subsequent to the reporting date, the Board of Directors of Bioceres S.A. formally approved the initiation of voluntary bankruptcy proceedings and instructed management to seek and appoint a trustee ("síndico") to oversee the process. The commencement of the voluntary bankruptcy proceedings and the transfer of decision-making authority to the trustee will result in the Group losing control over Bioceres S.A. in accordance with the principles of IFRS 10 Consolidated Financial Statements. As Bioceres LLC is a wholly owned subsidiary of Bioceres S.A., the Group simultaneously will lose control over Bioceres LLC as well.
Under IFRS 10.25, the date on which control is lost constitutes the derecognition event. Accordingly, after December 16, 2025, the Group will derecognize the assets and liabilities of Bioceres S.A. and Bioceres LLC and will remeasure any retained interest at fair value in accordance with IFRS 9 Financial Instruments.
The resulting derecognition effects are expected to generate an approximate gain of US$91.0 million related to the loss of control of Bioceres S.A. and an additional approximate gain of US$5.3 million related to the loss of control of Bioceres LLC (including the loss of holding in BIOX, therefore it will no longer be an equity method associate).
These amounts will be recognized in the consolidated statement of profit or loss as of the derecognition date.
The Group will continue to monitor the progress of the voluntary bankruptcy and liquidation proceedings and will update the accounting treatment as necessary in accordance with IFRS.
Management expects that certain shareholders and/or investors will continue or commence to provide new financing lines.
However, there is no assurance that investors and shareholders will continue to provide financing, or that the Group's future operations will generate profitability. These factors may cast significant doubt (or raise substantial doubt as contemplated by PCAOB standards) about the Company's ability to continue as a going concern. The Company does not have sufficient financial resources to repay its obligations, or make any payments in the form of dividends to its shareholders. Without additional capital, the Company will not be able to remain in business. However, our management plans to continue to focus on raising the funds necessary to fully implement our business plan. Management believes that certain shareholders and/or investors will continue to advance the capital required to meet its financial obligations. There is no assurance, however, that these investors and shareholders will continue to advance capital to the Company or that its business operations will be profitable. The possibility of failure in obtaining additional funding and the potential inability to achieve profitability raise substantial doubts about the Company's ability to continue as a going concern.
A decline in the market price of our Ordinary Shares could adversely affect our ability to issue additional securities and our ability to raise additional capital on acceptable terms at a time that we deem appropriate or at all in the future. In addition, issuance and sale of additional equity would result in further dilution to our shareholders. The incurrence of indebtedness would result in increased fixed obligations and could result in operating covenants that would restrict our operations. We cannot assure you that financing will be available in amounts or on terms acceptable to us, if at all. See "Item 3. Key Information-D. Risk Factors-Risks Relating to the Company" and "Item 4. Information on the Company-A. History and Development of the Company-Recent Developments" for more details.
Consolidated Statements of Cash Flows
The table below illustrate our statement of cash flows for the periods indicated:
|
For the year ended June 30, 2025 |
For the year ended June 30, 2024 |
For the year ended June 30, 2023 | ||||||||||
| (in United States Dollars) | ||||||||||||
| Net cash flows generated by / (used in) operating activities | 3,636,413 | 39,557,562 | (41,158,857 | ) | ||||||||
| Net cash generated from/(used in) investing activities | (35,987,608 | ) | (27,400,186 | ) | (25,589,907 | ) | ||||||
| Net cash generated from financing activities | (15,021,036 | ) | (1,492,443 | ) | 76,223,706 | |||||||
| Net increase in cash and cash equivalents | (47,372,231 | ) | 10,664,933 | 9,474,942 | ||||||||
| Inflation effects on cash and cash equivalents | (3,352 | ) | (189,309 | ) | (195,181 | ) | ||||||
| Cash and cash equivalents at the beginning of the year | 52,994,865 | 49,265,020 | 34,851,505 | |||||||||
| Effect of exchange rate changes and inflation on cash and equivalents | (4,851,363 | ) | (6,745,779 | ) | 5,133,754 | |||||||
| Cash and cash equivalents at end of the year | 767,919 | 52,994,865 | 49,265,020 | |||||||||
Net cash generated by / (used in) operating activities
Net cash generated by operating activities amounted to US$3.6 million for fiscal year ended June 30, 2025, despite a net loss of US$176.6 million for the period. The net loss was primarily adjusted for significant non-cash items, including financial results of US$65.9 million, share of profit of joint ventures and associates of US$36.9 million, depreciation and amortization of US$22.3 million, income tax expense of US$6.6 million, and share-based incentive compensation of US$4.4 million, partially offset by a gain from a bargain purchase of US$1.5 million and a gain on the sale of equipment and intangible assets of US$7.6 million.
In addition, working capital movements contributed positively to operating cash flows, mainly due to increases in inventories and biological assets of US$34.9 million, trade receivables of US$26.0 million, and other receivables of US$2.0 million, partially offset by decreases in trade and other payables of US$18.8 million, employee benefits and social security liabilities, and deferred revenue and advances from customers. As a result, the Company generated positive net cash flows from operating activities during the period.
Net cash generated by operating activities amounted to US$39.6 million for fiscal year ended June 30, 2024, despite a net loss of US$29.1 million for the period. The net loss was primarily adjusted for significant non-cash items, including financial results of US$47.2 million, share of profit of joint ventures and associates of US$21.0 million, depreciation and amortization of US$21.3 million, income tax expense of US$1.1 million, and share-based incentive compensation of US$14.2 million.
In addition, working capital movements contributed negatively to operating cash flows, mainly due to, decreases in trade receivables of US$41.3 million, and other receivables of US$6.3 million, deferred revenue and advances from customers of $21.1 million and decreases in employee benefits and social security liabilities of US$2.4 million, partially offset by increases in inventories and biological assets of US$15.3 million, trade and other payables of US$ 16.3million,. As a result, the Company generated positive net cash flows from operating activities during the period.
Net cash used in operating activities amounted to US$41.2 million for fiscal year ended June 30, 2023, despite a net profit of US$53.1 million for the period. The net loss was primarily adjusted for significant non-cash items, including depreciation and amortization of US$19.5 million and share-based incentive compensation of US$3.5 million, partially offset by income tax benefit of US$2.3 million, share of profit of joint ventures and associates of US$47.7 million and financial results of US$47.3 million.
In addition, working capital movements contributed positively to operating cash flows, mainly due to decreases in inventories and biological assets of US$8.6 million, trade receivables of US$14.2 million, and other receivables of US$36.7 million, increase in in trade and other payables of US$14.2 million partially offset by increases in employee benefits and social security liabilities and deferred revenue and advances from customers of US$21.0 million. As a result, the Company used net cash flows in operating activities during the period.
Net cash used in investing activities
Net cash used in investing activities amounted to US$36.0 million for the fiscal year ended June 30, 2025. Cash outflows were primarily related to the loss of controlling interest BIOXof US$32.7 million, capitalized development expenditures of US$8.6 million, purchases of property, plant and equipment of US$5.7 million, and investments in financial assets of US$11.4 million. These outflows were partially offset by proceeds from financial assets of US$21.7 million, net cash received from a business combination of US$0.6 million, and proceeds from the sale of property, plant and equipment of US$0.4 million.
Net cash used in investing activities amounted to US$27.4 million for the fiscal year ended June 30, 2024. Cash outflows were primarily related to investments in financial assets of US$65.6 million, capitalized development expenditures of US$11.9 million, purchases of property, plant and equipment of US$9.9 million and intangible assets for US$3.2 million. These outflows were partially offset by proceeds from financial assets of US$62.8 million.
Net cash used in investing activities amounted to US$25.6 million for the fiscal year ended June 30, 2023. Cash outflows were primarily related to capitalized development expenditures of US$10.7 million, purchases of property, plant and equipment of US$11.5 million and investments in financial assets of US$8.5 million. These outflows were partially offset by proceeds from net cash received from business combination of US$4.4 million, proceeds from financial assets of US$1.3 million and investment in joint ventures and associates of US$1.1 million.
Net cash generated by / (used in) financing activities
Net cash used in financing activities amounted to US$15.0 million for the fiscal year ended June 30, 2025. Cash inflows during the period were primarily derived from proceeds from borrowings of US$403.3 million, which were largely offset by repayments of borrowings and financed payments totaling US$380.0 million, interest payments of US$28.1 million, and payments related to lease liabilities of US$5.5 million. Additional cash outflows included other financial payments of US$3.7 million, the repurchase of the Company's own shares of US$0.9 million, and cash dividends distributed to non-controlling interests of US$0.1 million. As a result of these movements, financing activities resulted in a net cash outflow for the fiscal year.
Net cash used in financing activities amounted to US$1.5 million for the fiscal year ended June 30, 2024. Cash inflows during the period were primarily derived from proceeds from borrowings of US$188.0 million, which were largely offset by repayments of borrowings and financed payments totaling US$145.0 million, interest payments of US$36.8 million, and payments related to lease liabilities of US$4.9 million. Additional cash outflows included other financial payments of US$1.9 million, the repurchase of the Company's own shares of US$0.7 million, and cash dividends distributed to non-controlling interests of US$0.1 million. As a result of these movements, financing activities resulted in a net cash outflow for the fiscal year.
Net cash generated by financing activities amounted to US$76.2 million for the fiscal year ended June 30, 2023. Cash inflows during the period were primarily derived from proceeds from borrowings of US$150.6 million, which were partially offset by repayments of borrowings and financed payments totaling US$38.5 million, interest payments of US$25.6 million, and payments related to lease liabilities of US$3.9 million. Additional cash outflows included other financial payments of US$3.0 million, the repurchase of the Company's own shares of US$3.0 million, and cash dividends distributed to non-controlling interests of US$0.5 million. As a result of these movements, financing activities resulted in a net cash inflow for the fiscal year.
Indebtedness
As of June 30, 2025 and 2024 our total outstanding indebtedness, were US$248.0 million and US$442.6 million, respectively.
As of June 30, 2025, our total outstanding borrowings were unsecured.
Consideration of payment of acquisitions
Business Combination
On June 16, 2025, we completed the Bioceres Group Business Combination. As a result of the transaction, Moolec Science SA (the legal acquirer) obtained all of the issued and outstanding equity of Bioceres Group, Nutrecon, and Gentle Tech through an equity-for-equity exchange. No cash consideration was paid in connection with this transaction.
ValoraSoy Acquisition
On April 24, 2023, we completed the acquisition of ValoraSoy from the sellers in accordance with the share purchase agreement. As a result of this acquisition, we acquired all of the issued and outstanding equity securities of ValoraSoy from the sellers, and ValoraSoy became our wholly owned subsidiary for total aggregate consideration of US$2.6 million, which we have paid for in a combination of cash and equity.
C. Research and Development, Patents and Licenses, etc.
For a discussion of our R&D policy, see "Item 4. Information on the Company-B. Business Overview-Research and Development". For a discussion of patents and licenses, see "Item 4. Information on the Company-B. Business Overview-Intellectual Property."
D. Trend Information
For a discussion of trend information, see "Item 5-A. Operating Results-Factors affecting our operating results."
E. Critical Accounting Estimates
Our audited consolidated financial statements are prepared in conformity with IFRS, as issued by the IASB. In preparing our audited consolidated financial statements, we make judgments, estimates and assumptions about the application of our accounting policies which affect the reported amounts of assets, liabilities, revenue and expenses. Our critical accounting judgements and sources of estimation uncertainty are described in Note 2 and Note 4 to our audited consolidated financial statements, which are included elsewhere in this annual report.