美國
證券交易委員會
華盛頓特區20549
形式
根據1934年《證券交易所法》第12（b）或（g）條的登記聲明 |
或
根據1934年《證券交易所法》第13或15（d）條提交的年度報告 |
日終了的財政年度
或
根據1934年《證券交易所法》第13或15（d）條提交的過渡報告 |
或
殼牌公司根據1934年《證券和交易所法》第13或15（d）節的報告 | |
|
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| 需要該空殼公司報告的事件日期_ |
委員會檔案編號
IRSA Inversiones y Representaciones Sociedad Anónima |
（註冊人章程中規定的確切名稱） |
（註冊人姓名的英文翻譯） |
共和國
（公司成立或組織的管轄權）
（主要行政辦公室地址）
電話：+54（
(Name、電話、電子郵件和/或傳真號碼以及公司聯繫人的地址）
根據該法第12（b）條登記或將登記的證券。
每個班級的標題 |
| 交易符號 |
| 註冊的每個交易所的名稱 |
全球存托股份，每股代表十股普通股 |
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| 紐約證券交易所 * |
* | 根據美國證券交易委員會的要求，不用於交易，而僅限於與全球存托股票的登記有關。 |
根據該法案第12（g）條登記或將登記的證券：無
根據該法案第15（d）條有報告義務的證券：無
註明截至年度報告涵蓋期間結束時發行人每種資本或普通股類別的已發行股份數量：
如果註冊人是《證券法》第405條中定義的知名經驗豐富的發行人，則通過勾選標記進行驗證：是
如果本報告是年度報告或過渡報告，請勾選標記表明註冊人是否無需根據1934年證券交易法第13或15（d）條提交報告。☒
註：勾選上述方框並不免除根據1934年證券交易法第13或15（d）條要求提交報告的任何註冊人在這些條款下的義務
通過勾選標記確認註冊人是否（1）在過去12個月內（或在註冊人被要求提交此類報告的較短期限內）提交了1934年證券交易法第13或15（d）條要求提交的所有報告，以及（2）在過去90天內是否遵守此類提交要求：
通過勾選標記檢查註冊人是否已在過去12個月內（或在註冊人被要求提交此類文件的較短期限內）以電子方式提交了根據S-t法規第405條（本章第232.405條）要求提交的所有交互數據文件。☒
通過勾選標記來確定註冊人是大型加速備案人、加速備案人、非加速備案人還是新興成長型公司。請參閱《交易法》第120條第2條中「大型加速備案人」、「加速備案人」和「新興成長公司」的定義。：
大型加速文件夾 | ☐ | ☒ | |
非加速歸檔 | ☐ | 新興成長型公司 |
如果一家新興成長型公司根據美國公認會計原則編制財務報表，請通過勾選標記表明註冊人是否選擇不利用延長的過渡期來遵守根據《交易法》第13（a）條提供的任何新的或修訂的財務會計準則。☐
†「新的或修訂的財務會計準則」一詞是指財務會計準則委員會在2012年4月5日之後對其會計準則法典發布的任何更新。
通過勾選標記檢查註冊人是否已提交報告並證明其管理層根據《薩班斯-奧克斯利法案》第404（b）條對其財務報告內部控制有效性的評估（15 U.S.C. 7262（b））由編制或發布審計報告的特許會計師事務所執行。☒
如果證券是根據該法案第12（b）條登記的，請通過勾選標記表明文件中包含的登記人的財務報表是否反映了對先前發布的財務報表錯誤的更正。☐
通過勾選標記來驗證這些錯誤更正是否是需要根據§240.10D-1（b）對註冊人的任何高管在相關期間收到的激勵性補償進行恢復分析的重述。☐
通過勾選標記確認註冊人使用的會計基礎編制本文件中包含的財務報表：
美國公認會計原則 | 本文件中包含的國際會計準則委員會： | 其他收件箱 |
如果在回答上一問題時勾選了「其他」，請通過勾選標記指明註冊人選擇遵循的財務報表項目：
項目17項目18
如果這是年度報告，請勾選註冊人是否是空殼公司（定義見《交易法》第120條第2款）：
是的
（僅適用於五年內參與銀行破產程式的發行人）
在根據法院確認的計劃發行證券後，通過勾選標記檢查登記人是否已提交了1934年證券交易法第12、13或15（d）條要求提交的所有文件和報告。是否
請將美國證券交易委員會的通知和通訊複本發送至：
卡羅琳娜·張 | Juan M.納韋拉 |
Zang Bergel & Viñes Iggados | Simpson Thacher & Bartlett LLP |
佛羅里達州537，18日 地板 C1005 AAk布宜諾斯艾利斯市 阿根廷 | 列克星敦大道425號 紐約州紐約州10017 美利堅合眾國 |
目錄
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| 目錄 |
術語表
本年度報告中使用的某些術語術語表
除非上下文另有說明，否則以下術語的含義如下：
| · | “美國存托股份”：美國存托股份； |
| · | “AFIP”：聯盟公共收入管理局(聯盟行政當局); |
| · | “ANSES”：全國社會保障局(國家社會行政當局); |
| · | “ARS、披索或披索”：阿根廷披索； |
| · | “反洗錢法”：第25,246號法律，除其他外，隨後經第26,087、26,119、26,268、26,683、26,733、26,734號法律和第27/2018號法令修訂； |
| · | “阿根廷政府”：阿根廷聯邦政府； |
| · | “已審計合併財務報表”：截至2024年6月30日、2024年6月30日和2023年6月30日及2022年6月30日、2024年、2023年和2022年終了年度的已審計合併財務報表及其附註； |
| · | “BACS”：Banco de Crédito y Securitiación S.A. |
| · | “Banco Hipotecario”：Banco Hipotecario S.A. |
| · | “基地”：布宜諾斯艾利斯證券交易所； |
| · | “董事會”：IRSA Inversiones y代理人S.A.董事會； |
| · | “ByMA”：阿根廷證券交易所和市場(阿根廷博爾薩斯公司); |
| · | “Caja de Valore”：Caja de Valore S.A.； |
| · | “CCI”：消費者信心指數； |
| · | 《中央銀行》：阿根廷央行(阿根廷中央銀行); |
| · | “CML”：第26,831號資本市場法，除其他外，經27,440號法律修正； |
| · | “國家競爭管理委員會”：國家競爭主管部門(Comisión National de Defensa de la Competencia); |
| · | 《CNV》：阿根廷國家證券委員會(Comisión National de Valore); |
| · | “CNV規則”：由CNV發佈的規則； |
| · | “守則”：經修訂的1986年國內稅法； |
| · | “CODM”：首席運營決策者； |
| · | “消費者保護法”：阿根廷第24,240號法律； |
| · | 《企業刑事責任法》：《企業刑事責任法》第27,401號； |
| · | “新冠肺炎”：冠狀病毒、起源於武漢的肺炎、中國； |
| · | “COPREC”：消費者關係初步調解服務(Servicio de Conciliación Previa en las Relacones de Consumer o); |
| · | “消費物價指數”：消費者物價指數的累積變動； |
| · | “中央公積金”：集體促進基金； |
| · | “信用卡法”：第25,065號法律，經第26,010號法律和第26,361號法律修訂； |
| · | “Cresud”：Cresud S.A.C.I.F.YA. |
| · | “CSJN”： 最高法院 (最高法院(Corte Suprema de Justisa de la Nación); |
| · | “存款協定”：本行與GDS託管機構之間於1994年12月12日修訂及重述的、於2000年11月15日修訂及重述的、日期為1994年5月24日的存款協定。 |
| · | 「Dolphin b.V」：Dolphin Netherlands b. V; |
| · | 「EMAE」：經濟活動的月度估計; |
| · | 「EOH」：酒店空置率調查 (Encuesta de Ocupación Hotelera); |
| · | 「歐盟」：歐盟; |
| · | “《交易法》」： 1934年美國證券交易法，經修訂; |
| · | 「公平價格規定」：公司章程中包含的公平價格規定; |
| · | 「FCPA」：1977年美國《反海外腐敗法》; |
| · | 「MPC」：大樓管理費用和集體推廣資金 （Fondo de Prooción Colectiva）; |
| · | 「GCBA」：布宜諾斯艾利斯自治市政府 （Gobierno de la Ciudad Autónoma de Buenos Aires）; |
| · | 「GCDI」：GCDI SA; |
| · | 「GDP」：國內生產總值; |
| · | 「GDR」：全球存托憑證，代表GDS; |
| · | 「GDS」：全球存托股份每股代表根據存托協議發行的10股我們普通股; |
| · | 「GDS存托機構」：紐約銀行; |
| · | 「GLA」：總租賃面積; |
| i |
| 目錄 |
| · | 「HASAU」：Hoteles Atlantinos SU; |
| · | 「IAS 29」：惡性通貨膨脹經濟體中的財務報告; |
| · | 「IASB」：國際會計準則理事會; |
| · | 「ICIDS」：國際投資結算中心; |
| · | 「IFRS會計準則」：國際財務報告準則會計準則; |
| · | 「IGJ」：布宜諾斯艾利斯市公共商業登記處（司法總檢察長); |
| · | 「IMF」：國際貨幣基金組織; |
| · | 「所得稅法」：第20，628號法律，經修訂; |
| · | 「INDEC」：國家統計和人口普查研究所（國家統計和調查研究所); |
| · | 「IPC」：消費者價格指數 （Infndice de Precios al Consuidor）; |
| · | 「IRS」：國稅局; |
| · | 「IRSA」或「公司」：IRSA Inversiones y Representaciones SA; |
| · | 「IRSA CP」：IRSA Propiedades Comerciales SA; |
| · | 「LGS」：阿根廷總公司法第19，550號 (Ley社會將軍）; |
| · | 「MAE」：Mercado Abierto Electrónico SA; |
| · | 「南方共同市場」：南方共同市場; |
| · | “大都會”：大都會885號第三大道； |
| · | 《MULC》：外匯市場(坎比奧斯的自由市場); |
| · | “平方米”或“平方米”：阿根廷房地產市場面積的標準衡量標準是平方米； |
| · | “NIS”：以色列貨幣； |
| · | “紐約證券交易所”：紐約證券交易所； |
| · | 《官方公報》：阿根廷政府公報((阿根廷); |
| · | “Pamsa“：汎美購物中心S.A. |
| · | 《巴黎俱樂部2014年和解協定》：阿根廷與巴黎俱樂部成員之間的和解協定，日期為2014年5月29日； |
| · | “PEN”：阿根廷行政部門(Poder Ejecutivo National)； |
| · | “PFIC”：被動型外國投資公司； |
| · | “計劃”：全球票據計劃，用於發行簡單、不可兌換、無條件、有擔保或無擔保的票據，以現金和/或實物支付，未償還金額最高可達750,000,000美元或其等值的其他貨幣或價值單位，經2019年3月20日的股東大會批准； |
| · | “不動產登記處”：阿根廷不動產財產登記處(永恆不變的註冊); |
| · | 《SAF協定》：阿根廷與國際貨幣基金組織於2022年1月28日簽署的為債務再融資的協定； |
| · | “美國證券交易委員會”：美國證券交易委員會； |
| · | “證券法”：經修訂的19美國證券法； |
| · | “TAP”：個人資產稅； |
| · | “UIF”：金融資訊股(金融信息聯盟）; |
| · | 「美國」：美利堅合眾國; |
| · | 「美金和/或美金」：美金; |
| · | 「VAM」：Vista al Muelle SA; |
| · | 「增值稅」：增值稅; |
| · | 「招股說明書」：指2019年10月30日公司股東大會批准的認購公司股份的權利; |
| · | 「WEO」：世界經濟展望，國際貨幣基金組織編寫; |
| · | 「YPF」：Yacimientos Petrolíferos Fiscales SA; |
| · | 「2013年COSO報告」：特雷德韋委員會贊助組織委員會發布的綜合框架-內部控制; |
| · | 「2022年計劃」：董事會於2022年3月11日批准的收購公司發行的普通股的條款和條件; |
| · | 「2023年計劃」：董事會於2023年6月15日批准的收購公司發行的普通股的條款和條件。 |
| ii |
| 目錄 |
關於前瞻性陳述的免責聲明
本年度報告包含構成估計的陳述和前瞻性陳述，並以參考方式併入其中。“相信”、“將”、“可能”、“可能有”、“將會”、“估計”、“繼續”、“預期”、“打算”、“應該”、“計劃”、“預期”、“預測”、“潛在”、“尋求”和類似的詞語或短語，或這些術語的否定或其他類似表述，旨在識別估計和前瞻性表述。其中一些聲明包括關於我們目前的意圖、信念或期望的聲明。雖然我們認為這些預期和假設是合理的，但前瞻性陳述會受到各種風險和不確定性的影響，其中大多數風險和不確定性很難預測，而且許多風險和不確定性超出了我們的控制範圍。前瞻性陳述並不能保證未來的業績。實際結果可能與前瞻性陳述中描述的預期大不相同。因此，投資者不應過度依賴前瞻性陳述作為對實際結果的預測。
我們的這些前瞻性陳述基於我們對未來事件的當前信念、期望和假設。雖然我們認為這些預期和假設是合理的，但它們本質上受到重大風險和不確定性的影響，其中大多數難以預測，其中許多超出了我們的控制範圍。可能影響我們前瞻性陳述的風險和不確定性包括以下內容：
| · | 阿根廷、拉丁美洲、其他發達和/或新興市場的一般經濟、金融、商業、政治、法律、社會或其他條件的變化； |
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| · | 阿根廷新政府的政策，包括新政府促進經濟增長、執行有利於商業的政策和便利阿根廷公司獲得外國資本的能力； |
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| · | 資本市場的總體變化可能影響對阿根廷貸款或投資的政策或態度，包括國內和國際金融市場的波動； |
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| · | 通貨膨脹和利率； |
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| · | 披索、巴西雷亞爾和美元對其他貨幣匯率的波動和下降，以及阿根廷現行利率的波動； |
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| · | 融資成本增加或我們無法以有吸引力的條件獲得額外融資，這可能會限制我們為現有業務和新活動提供資金的能力； |
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| · | 現行和未來的規章以及法律或法院解釋方面的變化； |
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| · | 房地產市場價格波動； |
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| · | 政治、國內和武裝衝突； |
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| · | 有關氣候變化的風險； |
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| · | 包括新冠肺炎在內的傳染病的傳播和變異對我們業務的影響； |
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| · | 不利的法律或法規糾紛或訴訟程式； |
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| · | 阿根廷未償公共債務本金總額和阿根廷主權債務違約本金總額波動； |
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| · | 對與國際貨幣基金組織的談判以及與國際貨幣基金組織和巴黎俱樂部重組阿根廷主權債務的影響； |
| iii |
| 目錄 |
| · | 政府對私營部門和經濟的幹預； |
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| · | 對外幣轉讓的限制和其他外匯管制； |
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| · | 購物中心、寫字樓或其他商業地產及相關行業的競爭加劇； |
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| · | 我們留住高級管理層關鍵成員的能力，以及我們與員工的關係； |
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| · | 我們購物中心、寫字樓或其他商業物業的重要租戶的潛在損失； |
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| · | 我們有能力及時把握房地產市場的機遇； |
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| · | 限制阿根廷市場的能源供應或公用事業價格的波動； |
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| · | 我們履行債務義務的能力； |
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| · | 消費者購買習慣和趨勢的轉變； |
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| · | 技術變革和我們實施新技術的潛在能力； |
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| · | 網路安全漏洞的威脅； |
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| · | 區域、國家或全球企業和經濟狀況惡化； |
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| · | 任何收購的整合，以及未能實現預期的協同效應； |
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| · | 增加和/或創造稅收； |
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| · | 改變與城市和商業租賃有關的現行法規； |
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| · | 影響我國房地產專案發展的政府腐敗事件； |
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| · | 在“風險因素”下討論的風險因素。 |
Forward-looking statements refer only to the date of this Annual Report, and neither we undertake any obligation to update or revise any estimate or forward-looking statement due to new information, future events or otherwise. Additional factors or events affecting our business may emerge from time to time, and we cannot predict all of these factors or events, nor can we assess the future.
AVAILABLE INFORMATION
We file annual and current reports and other information with the United States Securities and Exchange Commission (“SEC”). You may obtain any report, information or other document we file electronically with the SEC at the SEC’s website (http://www.sec.gov) or at our website (http://www.irsa.com.ar). The information contained in our website does not form part of this Annual Report.
PRESENTATION OF FINANCIAL AND CERTAIN OTHER INFORMATION
In this annual report (the “Annual Report”), references to “IRSA,” the “Company,” “we,” “us” and “our” means IRSA Inversiones y Representaciones Sociedad Anónima and its consolidated subsidiaries, unless the context otherwise requires, or where we make clear that such term refers only to IRSA and not to its subsidiaries.
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References to “GDSs” are to the Global Depositary Shares, each representing 10 shares of our common stock, issued pursuant to the Deposit Agreement, between us, The Bank of New York, as depositary (the “GDS Depositary”), and the owners and holders of the GDSs issued from time to time thereunder, and references to “GDRs” are to the Global Depositary Receipts, which represent the GDSs.
Financial Statements
We prepare and maintain our financial books and records in Pesos (as defined below in section “—Currency”) and in accordance with IFRS Accounting Standards, as issued by the IASB and the CNV Rules. Our fiscal year begins on July 1 of each year and ends on June 30 of each year thereafter.
Our audited Consolidated Financial Statements as of June 30, 2024 and 2023 and for the years ended June 30, 2024, 2023 and 2022, and the notes thereto (our “Audited Consolidated Financial Statements”) are set forth on pages F-1 through F-90 of this Annual Report.
Our Audited Consolidated Financial Statements have been approved by resolution of the Board of Directors’ meeting held on October 22, 2024 and have been audited by Price Waterhouse & Co S.R.L., Argentina, member of PricewaterhouseCoopers International Limited, an independent registered public accounting firm whose report is included herein.
Functional and Presentation Currency; Adjustment for Inflation
Our functional and presentation currency is the Argentine Peso, and our Audited Consolidated Financial Statements included in this Annual Report are presented in Argentine Pesos.
IAS 29 requires that the financial statements of an entity whose functional currency is one of a hyperinflationary economy be measured in terms of the current unit of measurement at the closing date of the financial statements, regardless of whether they are based on the historical cost method or the current cost method. This requirement also includes the comparative information of the financial statements.
In order to conclude that an economy is “hyperinflationary,” IAS 29 outlines a series of factors, including the existence of an accumulated inflation rate in three years that is approximately or exceeds 100%. As of July 1, 2018, Argentina reported a cumulative three-year inflation rate greater than 100% and therefore financial information published as from that date should be adjusted for inflation in accordance with IAS 29. Therefore, our Audited Consolidated Financial Statements and the financial information included in this Annual Report have been stated in terms of the measuring unit current at the end of the reporting year. For more information, see section “Financial Statements” above and Note 2.1 to our Audited Consolidated Financial Statements.
See Note 2.2 to our Audited Consolidated Financial Statements for more information about the adoption of new standards.
Currency
Unless otherwise specified or the context otherwise requires, references in this Annual Report to “Peso,” “Pesos”, “peso” or “ARS” are to Argentine pesos, and references to “U.S. dollars,” “dollars” or “USD” are to United States dollars.
We have translated some of the Peso amounts contained in this Annual Report into U.S. dollars for convenience purposes only. Unless otherwise specified or the context otherwise required, the rate used to convert Peso amounts to U.S. dollars is the seller exchange rate quoted by Banco de la Nación Argentina of ARS 912.00 per USD 1.00 as of June 30, 2024. The average seller exchange rate for fiscal year 2024, quoted by Banco de la Nación Argentina was ARS 614.03. The seller exchange rate quoted by Banco de la Nación Argentina was ARS 984.50 per USD 1.00 as of October 18, 2024. The U.S. dollar-equivalent information presented in this Annual Report is provided solely for the convenience of the reader and should not be construed as implying that the Peso amounts represent, or could have been or could be converted into, U.S. dollars at such rates or at any other rate. See “Item 3. Key Information—A1. Local Exchange Market and Exchange Rates” and “Risk Factors—Risks relating to Argentina—Continuing high rates of inflation may have an adverse effect on the economy and our business, financial condition and results of operations.”
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Certain Measurements
In Argentina, the standard measure of area in the real estate market is the square meters (“m2”, or “sqm”), while in the United States and certain other jurisdictions the standard measure of area is the square foot (sq. ft.). All units of area shown in this Annual Report (e.g., gross leasable area of buildings (GLA)), and size of undeveloped land) are expressed in terms of sqm. One sqm is equal to approximately 10.8 square feet. One hectare is equal to approximately 10,000 sqm and to approximately 2.47 acres.
As used in this Annual Report, GLA in the case of shopping malls refers to the total leasable area of the properties, regardless of our ownership interest in such properties (excluding common areas and parking areas and space occupied by supermarkets, hypermarkets, gas stations and co-owners, except where specifically stated otherwise).
Rounding Adjustments
Certain figures which appear in this Annual Report (including percentage amounts) and in our financial statements have been subject to rounding adjustments for ease of presentation. Accordingly, figures shown for the same category presented in different tables or different parts of this Annual Report and in our financial statements may vary slightly, and figures shown as totals in certain tables may not be arithmetic aggregation of the figures that precede them.
Economic, Industry and Market Data
Economic, industry and market data and other statistical information included or incorporated by reference into this Annual Report is based on data compiled by us from internal sources and based on publications such as Bloomberg, the International Council of Shopping Centers, the Argentine Chamber of Shopping Centers (Cámara Argentina de Shopping Centers), and the INDEC. Although we believe these sources are reliable, we have not independently verified the information and cannot guarantee its accuracy or completeness.
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PART I
ITEM 1. Identity of Directors, Senior Management and Advisers
This item is not applicable.
ITEM 2. Offer Statistics and Expected Timetable
This item is not applicable.
ITEM 3. Key Information
A. Reserved
A.1. Local Exchange Market and Exchange Rates
The Argentine Government has established a series of exchange control measures that restrict the free flow of currency and the transfer of funds abroad. These measures significantly curtail access to the MULC by both individuals and private sector entities. This makes it necessary, among other things, to obtain prior approval from the Central Bank to enter into certain foreign exchange transactions such as payments relating to royalties, services or fees payable outside Argentina. For more information about exchange controls see, “Item 10. Additional Information—D. Exchange Controls”.
The following table shows the maximum, minimum, average and closing exchange rates for each applicable period to purchases of U.S. dollars.
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| Maximum (1) (2) |
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| Minimum (1) (3) |
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| Average (1) (4) |
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| At closing (1) |
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Fiscal year ended: |
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June 30, 2022 |
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| 125.13 |
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| 95.66 |
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| 105.27 |
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| 125.13 |
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June 30, 2023 |
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| 256.50 |
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| 125.35 |
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| 179.71 |
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| 256.50 |
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June 30, 2024 |
|
| 910.50 |
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| 257.70 |
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| 613.03 |
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| 910.50 |
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Month ended: |
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July 31, 2024 |
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| 931.00 |
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| 912.50 |
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| 922.14 |
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| 930.50 |
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August 31, 2024 |
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| 952.00 |
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| 931.50 |
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| 941.30 |
|
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| 952.00 |
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September 30, 2024 |
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| 969.00 |
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| 951.50 |
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| 960.31 |
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| 969.00 |
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October, 2024 (through October 18, 2024) |
| 983.00 |
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| 969.50 |
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| 975.69 |
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| 983.00 |
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_______________
Source: Banco de la Nación Argentina
(1) | Average between the offer exchange rate and the bid exchange rate according to Banco de la Nación Argentina’s foreign currency exchange rate. |
(2) | The maximum exchange rate appearing in the table was the highest end-of-month exchange rate in the year or shorter period, as indicated. |
(3) | The minimum exchange rate appearing in the table was the lowest end-of-month exchange rate in the year or shorter period, as indicated. |
(4) | Average exchange rates at the end of the month. |
B. Capitalization and Indebtedness
This section is not applicable.
C. Reasons for the Offer and Use of Proceeds
This section is not applicable.
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D. Risk Factors
Summary of Risk Factors
The following summarizes some, but not all, of the risks provided below. Please carefully consider all of the information discussed in this Item 3.D. “Risk Factors” in this Annual Report for a more thorough description of these and other risks:
Risks Relating to Argentina
| · | We depend on macroeconomic and political conditions in Argentina. |
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| · | Economic and political developments in Argentina, and future policies of the new Argentine Government may adversely affect the Argentine economy and the sectors in which we perform our activities. |
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| · | Certain measures that may be taken by the new Argentine Government, or changes in policies, laws and regulations, may adversely affect the Argentine economy and, as a result, our business, financial condition and results of operations. |
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| · | Continuing high rates of inflation may have an adverse effect on the economy and our business, financial condition and results of operations. |
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| · | High levels of public spending in Argentina could generate long-lasting adverse consequences for the Argentine economy. |
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| · | Argentina’s ability to obtain financing in the international capital markets is limited, which may impair our ability to access international credit markets to finance our operations in Argentina. |
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| · | Fluctuations in the value of the Peso could adversely affect the Argentine economy as well as our financial condition and results of operations. |
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| · | The Argentine economy and finances may be adversely affected as a consequence of a decrease in the international prices of commodities. |
Risks Relating to our Business
| · | We are subject to risks inherent to the operation of shopping malls that may affect our profitability. |
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| · | Our performance is subject to the risks associated with our properties and with the real estate industry. |
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| · | We could be adversely affected by decreases in the value of our investments. |
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| · | Our level of debt may adversely affect our operations and our ability to pay our debt as it becomes due and our capacity to successfully access the local and international markets on favorable terms affects our cost of funding. |
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| · | Our assets are highly concentrated in certain geographic areas and an economic downturn in such areas could have a material adverse effect on our results of operations and financial condition. |
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| · | The loss of tenants could adversely affect our operating revenue and value of our properties. |
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| · | We may face risks associated with acquisitions of properties, our future acquisitions may not be profitable and the properties we acquire may be subject to unknown liabilities. |
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Risks Relating to our Investment in Banco Hipotecario
| · | The stability of the financial system depends upon the ability of financial institutions, including Banco Hipotecario, to maintain and increase the confidence of depositors. |
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| · | The asset quality of financial institutions is exposed to the non-financial public sector’s and Central Bank’s indebtedness. |
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| · | Banco Hipotecario could suffer losses in its investment portfolios due to volatility in the capital markets and in the exchange rate, which could significantly affect Banco Hipotecario's financial condition and results of operations. |
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| · | Banco Hipotecario operates in a highly regulated environment and its operations are subject to capital controls regulations adopted by several regulatory agencies. |
Risks Relating to our GDSs and Common Shares
| · | Shares eligible for sale could adversely affect the price of our common shares and GDSs. |
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| · | If we issue additional equity securities in the future, you may suffer dilution, and trading prices for our equity securities may decline. |
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| · | We are subject to certain different corporate disclosure requirements and accounting standards than domestic issuers of listed securities in the United States. |
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| · | Investors may not be able to effect service of process within the United States, limiting their recovery of any foreign judgment. |
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| · | Under Argentine law, shareholder rights may be fewer or less well defined than in other jurisdictions. |
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| · | Restrictions on the movement of capital out of Argentina may impair your ability to receive dividends and distributions on, and the proceeds of any sale of, the common shares underlying the GDSs. |
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| · | The warrants are exercisable under limited circumstances and will expire. |
Risk Factors
You should carefully consider the risks described below, in addition to the other information contained in this Annual Report, before making an investment decision. We also may face additional risks and uncertainties not currently known to us, or which as of the date of this Annual Report we might not consider significant, which may adversely affect our business. In general, you take more risk when you invest in securities of issuers in emerging markets, such as Argentina, than when you invest in securities of issuers in the United States, and certain other markets. You should understand that an investment in our common shares and GDSs involves a high degree of risk, including the possibility of loss of your entire investment.
Risks Relating to Argentina
We depend on macroeconomic and political conditions in Argentina.
The Argentine economy has experienced significant volatility in recent decades, characterized by periods of low or negative GDP growth, high inflation levels, and currency devaluation. Argentina’s sustainable economic growth depends on a variety of factors, such as international demand for Argentine exports, the stability and competitiveness of the peso against foreign currencies, consumer and foreign and domestic investor confidence, a stable inflation rate, national employment levels, and the circumstances of Argentina’s regional trade partners.
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According to the World Bank, the Argentine economy decreased by 1.6% in 2023, due to persistent macroeconomic imbalances and a severe droughts that caused a 26.0% decrease in agricultural production. The World Bank estimated that Argentina’s real GDP will decrease by 2.8% in 2024 due to the measures announced by the Argentine Government, which include the realignment of relative prices and the elimination of fiscal and external imbalances. During 2024, public spending and inflation rates in Argentine have decreased, however, inflation remained high. The World Bank also estimated that the Argentine economy will grow by 5.0% in 2025, mainly as a result of improved weather conditions, investments in the energy sector, and the recovery of agricultural production. However, these estimates may not be met.
The Argentine economy remains vulnerable and unstable, given that investment as a percentage of GDP remains low to sustain the growth rate of recent decades, the supply of energy or natural gas may not be sufficient to meet the increase in industrial activity (thus limiting industrial development) and consumption, and unemployment and informal employment remain high. According to a Morgan Stanley Capital International (“MSCI”) release of June 2021, Argentina was considered an emerging market until June 2021, when it was classified as a “standalone market”. Standalone markets are considered to present additional risks such as government restrictions that may limit investments and risks associated with political developments. In addition, protests or strikes may negatively affect the stability of the political, social, and economic environment and could negatively impact global financial market confidence in the Argentine economy.
On November 19, 2023, a presidential runoff election took place in Argentina between Javier Milei, candidate of “La Libertad Avanza”, and Sergio Massa, candidate of “Union por la Patria”, with Javier Milei being elected President of Argentina with 55.69% of the votes. Following the 2023 elections, La Libertad Avanza has 7 of the 72 representatives in the Senate and 41 of the 257 representatives in the Chamber of Deputies.
The new Argentine administration faces significant macroeconomic challenges, such as reducing the inflation rate, achieving commercial and fiscal surpluses, accumulating reserves, supporting the peso, eliminating exchange controls, refinancing debt owed to private creditors, and improving the competitiveness of the Argentine economy. Since the new Argentine administration took office, a large number of measures aimed at deregulating the Argentine economy and limiting government intervention in the private sector have been implemented, including the suspension of public work tenders and reduction in energy and transport subsidies, and it is expected that further measures will be adopted in the future. However, several of these measures are being challenged in Congress and submitted to judicial proceedings.
The Argentine economy may be affected if political and social pressures inhibit the Argentine Government’s implementation of policies designed to control inflation, generate growth, and improve consumer and investor confidence, or if the policies implemented by the Argentine Government to achieve these goals are unsuccessful. These developments could materially affect our financial condition and the results of our operations.
We cannot assure you that a decline in economic growth or political conditions in Argentina will not adversely affect our business, financial condition or results of operation and cause the market value of our GDSs and our common shares to decline.
Economic and political developments in Argentina, and future policies of the new Argentine Government may adversely affect the Argentine economy and the sectors in which we perform our activities.
The Argentine Government has historically exercised significant influence over the economy, and our Company has operated in a highly regulated environment. In recent history, the Argentine Government has directly intervened in the economy, including through the implementation of expropriation and nationalization measures, price controls, and exchange controls.
In times of economic, social, or political crisis, companies operating in Argentina may face the risk of strikes, expropriations, nationalizations, mandatory amendment of existing contracts, and changes in taxation policies, including tax increases and retroactive tax claims. Since we operate in a context in which the governing law and applicable regulations change frequently, in part as the result of changes in government administrations, it is difficult to predict if and how our activities will be affected by such changes
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The success of these measures, or other measures that the Argentine Government and/or the Central Bank may implement in the future, are subject to uncertainty and any further depreciation of the Argentine Peso, further inflation, or our inability to acquire foreign currency could have a material adverse effect on our financial condition and results of operations. We cannot predict the effectiveness of these measures. We cannot predict whether, and to what extent, the value of the Argentine Peso may depreciate or appreciate against the U.S. dollar or other foreign currencies, and how these uncertainties will affect our businesses. Furthermore,
Additionally, there is no assurance can be given that, in the future, no additional currency or foreign exchange restrictions or controls will be imposed. Existing and future measures may negatively affect Argentina’s international competitiveness, discouraging foreign investments and lending by foreign investors or increasing foreign capital outflow which could have an adverse effect on economic activity in Argentina, and which in turn could adversely affect our business and results of operations. We cannot predict how these conditions will affect our ability to meet our liabilities denominated in currencies other than the Argentine Peso. Any restrictions on transferring funds abroad imposed by the Argentine Government could undermine our ability to pay dividends on our GDSs or make payments (of principal or interest) under our outstanding indebtedness in U.S. dollars, as well as to comply with any other obligation denominated in foreign currency.
For more information, please see “Item 10. Additional Information – D. Exchange Controls”.
We cannot affirm that the Argentine economic, regulatory, social and political framework or the policies or measures that the Argentine Government adopts or may adopt, will not adversely affect the market value of our GDSs, our business, financial condition and/or results of operation.
Certain measures that may be taken by the new Argentine Government, or changes in policies, laws and regulations, may adversely affect the Argentine economy and, as a result, our business, financial condition and results of operations.
The Argentine Government has exercised substantial control over the economy, including through the regulation of market conditions and prices.
On December 27, 2023, the new Argentine Government sent to Congress a bill named “Bases y Puntos de Partida para La Libertad de los Argentinos,” (the “Omnibus Law”). The Omnibus Law is an extensive bill that includes liberal economic measures and a strong fiscal adjustment, and aims to deregulate the Argentine economy, modernize the government organizational chart by reducing ministries and structures of the Argentine Government, ease labor laws, and privatize state-owned companies.
In February 2024, the Argentine Government withdrew the first bill of the Omnibus Law from the Argentine Congress. As a result, work began on a new Omnibus Law bill, along with a tax reform. In order to secure the approval of both the Omnibus Law and the tax reform, the Argentine Government made numerous changes to the bill. Unlike the first bill, the second bill of the Omnibus Law was reduced from over 500 sections to 232. In April 2024, the Argentine Government sent a new bill of the Omnibus Law and the tax reform bill to the Argentine Congress. In June 2024, these bills were approved by the Argentine Congress and the Senate after several discussions. We cannot predict how the Omnibus Law and the tax reform will affect our business and the results of our operations. For more information regarding the Omnibus Law and the tax reform please see “Item. 10 – Additional Information – D. Exchange Control – Law No. 27,742 – “Ley De Bases y Puntos de Partida para la Libertad de los Argentinos or Omnibus Law” and “Law No. 27,743 – Medidas Fiscales Paliativas y Relevantes.”
On December 21, 2023, the new Argentine Government issued Emergency Decree No. 70/2023, named “Bases para la Reconstrucción de la Economía Argentina.” The Decree No. 70/2023 declared a public emergency in economic, financial, fiscal, administrative, pension, tariff, health, and social matters until December 31, 2025, among other matters. As of the date of this Annual Report, this decree remains under congressional and judicial review, although it became effective on December 29, 2023. If this the Decree No. 70/2023 is repealed, it will cease to be valid, without prejudice to rights acquired during its validity, in accordance with Law No. 26,122.
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In addition, the new Argentine Government announced that it intends to dollarize the Argentine economy. Historically, the Argentine Government’s actions regarding the economy, including decisions on interest rates, taxes, price controls, wage increases, greater worker benefits, exchange controls, and potential changes in the foreign exchange market, have had a substantial adverse effect on Argentina’s economy. The measures implemented by the new Argentine Government could have a negative impact on the Argentine economy, which could negatively affect our financial condition or our operating results.
Private economists broadly agree that the direct involvement by the Argentine government in the economy, including through expropriations, price controls, exchange controls, and other measures, have had an adverse impact on the level of investment in Argentina, the access of Argentine companies to international capital markets, and Argentina’s commercial and diplomatic relations with other countries. If the level of the Argentine Government intervention in the economy continues or increases, the Argentine economy, and in turn our business, results of operations and financial condition could be adversely affected.
Continuing high rates of inflation may have an adverse effect on the economy and our business, financial condition and results of operations.
Historically, inflation has significantly affected the Argentine economy and the Argentine Government’s ability to foster conditions for stable growth. High inflation rate could also undermine Argentina’s competitiveness in international markets and adversely affect economic activity and employment, as well as our business, financial condition and results of operations.
Argentina has confronted inflationary pressures, evidenced by significantly higher fuel, energy, and food prices, among other factors. The accumulated CPI variation was 211.4% in 2023, 94.8% in 2022, and 50.9% in 2021 (as of December 31 of each year). Additionally, CPI figures were reported as 20.6%, 13.2%, 11.0%, 8.8%, 4.2%, 4.6%, 4.0% and 4.2% for January, February, March, April, May, June, July and August 2024, respectively. As of September 30, 2024, inflation was recorded at 3.5%, bringing the cumulative inflation for the year 2024 to 101.6%, and the year-over-year inflation rate was 209.0%.
On October 4, 2024, the Central Bank published its market expectations survey, which reported an estimated inflation rate of 3.4% for October 2024 and an inflation rate of 123.6% for 2024. After Javier Milei assumed the presidency, the Argentine peso was devaluated by approximately 50%, with the exchange rate increasing from approximately ARS 400 per USD 1 to approximately ARS 800 per USD 1. This was immediately reflected in prices, with the inflation rate in December 2023 reaching 25.5%. The Argentine Government’s adjustments to electricity and gas tariffs, as well as the increase in the price of gasoline have affected prices, creating additional inflationary pressure. If the value of the Argentine Peso cannot be stabilized through fiscal and monetary policies, an increase in inflation rates could be expected.
A high inflation rate or a hyperinflationary process affects Argentina’s foreign competitiveness by diluting the effects of the Peso depreciation, negatively impacting employment and the level of economic activity and undermining confidence in Argentina’s banking system, which may further limit the availability of domestic and international credit for companies. Additionally, a portion of Argentina’s debt remains tied to the CER, a currency index, that is strongly correlated with inflation. Therefore, any significant increase in inflation would drive an increase in the Argentine external debt and consequently in Argentina’s financial obligations, which could exacerbate the stress on the Argentine economy. A continuing inflationary environment could undermine our results of operation, adversely affect our ability to finance the working capital needs of our businesses on favorable terms and our results of operation and cause the market value of our GDSs and our common shares to decline.
There is uncertainty regarding the effectiveness of the policies implemented by the Argentine Government to maintain inflation control and the potential impact of such policies. We cannot assure that inflation rates will not increase in the future or that the measures taken or to be taken by the Argentine Government to control inflation will be effective or successful in the long term. High inflation rates continue to pose a challenge for Argentina.
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High levels of public spending in Argentina could generate long-lasting adverse consequences for the Argentine economy.
Argentine administrations prior to the current Argentine administration significantly increased public spending. Argentina recorded primary deficits of 3%, 2.4%, and 2.9% of GDP in 2021, 2022, and 2023, respectively. The primary fiscal deficit amounted to ARS 1,991,316.1 million in December 2023 (equivalent to 1.05% of GDP), resulting in a total primary deficit of ARS 5,483,305.3 million for the year 2023.
The current administration has indicated its intention to reduce the fiscal deficit by reducing public spending. Measures taken to achieve this include (i) devaluing the Argentine peso by 50% against the U.S. dollar; (ii) suspending public works; (iii) reducing subsidies for energy and transportation services; (iv) halting official advertising; and (v) reducing the number of ministries and secretariats. In January 2024, a financial surplus of ARS 518,408 million was recorded, followed by surpluses of ARS 338,112 million in February 2024, ARS 276,638 million in March 2024, ARS 17,409 million in April 2024, ARS 1,183,571 million in May 2024 and ARS 238,189 million in June 2024, a deficit of ARS 600,957 million in July 2024, a surplus of ARS 3,531 million in August 2024 and ARS 466,631 million in September 2024. As a result, the Argentine public sector recorded six consecutive months of financial surpluses for the first time since 2008, accumulating a year-to-date surplus after interest equivalent to approximately 0.4% of GDP with a primary surplus of approximately 1.7% of GDP, for the nine month period ended September 30, 2024.
The Argentine Government’s inability to access capital markets to finance its deficit or reliance on other sources of financing may negatively impact the economy and could also limit access to capital markets for Argentine companies, which could adversely affect our business, financial condition, and results of operations.
Argentina’s ability to obtain financing in the international capital markets is limited, which may impair our ability to access international credit markets to finance our operations in Argentina.
Argentina’s history of defaults on its external debt and the protracted litigation with holdout creditors may reoccur in the future and prevent Argentine companies such as us from accessing the international capital markets or may result in higher costs and more onerous terms for such financing, and may therefore negatively affect our business, results of operation, financial condition, the value of our securities, and our ability to meet our financial obligations. Following the default on its external debt in 2001, Argentina sought to restructure its outstanding debt in exchange offers in 2005 and again in 2010. Holders of approximately 93% of Argentina’s defaulted debt participated in the exchanges, but a number of bondholders held out from the exchange offers and pursued legal actions against Argentina. The Argentine Government settled several agreements with the defaulted bondholders, ending more than 15 years of litigation. In addition, in August 2020, the Argentine Government successfully negotiated the debt restructuring of Argentine bonds representing approximately USD 65 billion owed to several bondholders.
On January 28, 2022, Argentina signed an agreement with the IMF (the “SAF Agreement”) to refinance indebtedness for more than USD 40 billion, which Argentina originally incurred with the IMF in 2018. Argentina and the IMF agreed on certain measures related to the reduction of public spending. The SAF Agreement was approved by the Argentine Congress and by the Board of the IMF. Among other points, an economic and monetary policy was established, where the IMF will be the co-director, carrying out quarterly audits on Argentina’s finances and economic development. On September 19, 2022, IMF staff and the Argentine authorities reached an agreement on an updated macroeconomic framework and associated policies needed to complete the second review under the SAF Agreement. On December 22, 2022 the Board of the IMF concluded the third review of the SAF Agreement, which allowed an immediate disbursement of approximately USD 6 billion. On March 13, 2023, the IMF approved the fourth revision of the SAF Agreement and authorized the disbursement of approximately USD 5.3 billion. On August 23, 2023, the IMF approved the fifth and sixth revisions to the SAF Agreement, resulting in a new disbursement of USD 7.5 million. On October 31, 2023, the Argentine Government made payments of approximately USD 2.6 billion to the IMF corresponding to the maturities set forth by the SAF Agreement for October 2023. After these payments, the Central Bank’s reserves were USD 21.8 billion. In December 2023, a USD 960 million bridge loan was approved between Argentina and the Development Bank of Latin America and the Caribbean to allow Argentina to continue implementing SAF Agreement. In February 2024 and June 2024, the IMF completed the seventh and eighth review of the SAF Agreement, which resulted in a disbursement of approximately USD 4.7 billion and USD 800 million in favor of Argentina, respectively. As of the date of this Annual Report, Argentina has achieved the targets under the SAF Agreement for the first quarter of 2024. The ninth review under the SAF Agreement is ongoing which could result in a new disbursement for Argentina.
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On March 13, 2020, the Minister of Economy addressed a letter to the Paris Club members expressing Argentina’s decision to postpone until May 5, 2021 the USD 2,100 million payment originally due on May 5, 2020, in accordance with the terms of the settlement agreement reached with the Paris Club members on May 29, 2014 (the “Paris Club 2014 Settlement Agreement”). On April 7, 2020, the Minister of Economy sent the Paris Club members a proposal to modify the existing terms of the Paris Club 2014 Settlement Agreement, mainly seeking an extension of the maturity dates and a significant reduction in the interest rate. On June 22, 2021, Argentina’s Minister of Economy announced that the Argentine Government obtained a “time bridge” within the framework of the Paris Club negotiations, consequently avoiding default. Pursuant to such agreements, Argentina should have reached a restructuring agreement with the Paris Club members by March 31, 2022. However, on March 31, 2022, such agreement was extended until July 31, 2022 and, on May 31, 2022, it was further extended until September 30, 2024. On October 28, 2022, the Minister of Economy announced a new agreement with the Paris Club. The agreement is an addendum to the Paris Club 2014 Settlement Agreement and recognizes a principal amount of USD 1,971 million, extending a repayment period of thirteen semi-annual installments, starting in December 2022 and to be finally cancelled in September 2028. Pursuant to this new agreement, the interest rate was improved from 9% to 3.9% in the first three installments, with a gradual increase to 4.5%. The payment profile implies an average semi-annual payment of USD 170 million (principal and interest included). During 2024, Argentina will repay 40% of the principal due.
In 2009, Argentina signed a swap agreement with China (the “Swap”) for CNY 70 billion (approximately USD 9.9 billion), pursuant to which the Central Bank provides pesos to the People’s Bank of China (the “PBOC”), and the PBOC provides yuan to the Central Bank. In June 2024, the Argentine Government reached an agreement with the People’s Republic of China to refinance the Swap, pursuant to which the Central Bank certain maturity dates were extended to 2025 and 2026. The Swap is expected to reach its final maturity in mid-2026.
We cannot predict how these agreements and the policies developed based on them will impact Argentina’s ability to access international capital markets (and indirectly in our ability to access such markets), in the Argentine economy or in our economic and financial situation or in our capacity to extend the maturity dates of our debt or other conditions that could affect our results and operations or businesses.
Fluctuations in the value of the Peso could adversely affect the Argentine economy as well as our financial condition and results of operations.
The Argentine Peso has been subject to significant devaluation against the U.S. dollar in the past and may be subject to fluctuations in the future. We cannot predict whether and to what extent the value of the Peso could depreciate or appreciate against the U.S. dollar, or how such fluctuations could affect our business. The value of the Peso compared to other currencies is dependent, in addition to other factors listed above, on the level of international reserves maintained by the Central Bank, which have also shown significant fluctuations in recent years. As of August 30, 2024, the international reserves of the Central Bank totaled USD 26,719 million. Additionally, as of the date of this Annual Report, the Argentine peso has depreciated by approximately 21.7% against the U.S. dollar during 2024.
We cannot assure that the official exchange rate will not fluctuate significantly in the future. Fluctuations in the value of the peso may also adversely affect the Argentine economy, as well as our products, our financial condition and results of operation. The devaluation of the Argentine Peso may have a negative impact on the ability of certain Argentine businesses to service their foreign currency-denominated debt, lead to high inflation, significantly reduce real wages, jeopardize the stability of businesses whose success depends on domestic market demand, including public utilities and the financial industry, and adversely affect the Argentine Government’s ability to honor its foreign debt obligations.
On the other hand, a significant appreciation of the Argentine Peso against the U.S. dollar also presents risks for the Argentine economy, including the possibility of a reduction in exports (as a consequence of the loss of external competitiveness). Any such increase could also have a negative effect on economic growth and employment, reduce the Argentine public sector’s revenues from tax collection in real terms, and have a material adverse effect on our business, our results of operation, our ability to repay our debt within the respective maturity dates and affect the market value of our GDSs, as a result of the overall effects of the weakening of the Argentine economy.
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Additionally, as a result of deepened currency controls, there is a difference between the official exchange rate in Argentina (which is currently used for both commercial and financial transactions) and other informal exchange rates that emerged due to certain commonly performed operations in the foreign exchange market, leading to a gap of approximately 21% above the official exchange rate as of December 31, 2023, and approximately 18% above the official exchange rate as of October 18, 2024. Following the change in the Argentine Government, the official exchange rate has exceeded ARS 800, including an amount to which the current taxes, if applicable, must be added, thus exceeding the “MEP” dollar, “CCL” dollar, and “blue” dollar rates, thereby narrowing the gap between these exchange rates. In this regard, the Argentine Government may maintain a single official exchange rate or create multiple exchange rates for different types of transactions, substantially altering the exchange rate at which we acquire foreign currency to service our foreign-currency-denominated liabilities.
The Argentine economy and finances may be adversely affected as a consequence of a decrease in the international prices of commodities.
The commodities market is characterized by its volatility. Commodities exports have contributed significantly to the revenues of the Argentine Government. Subsequently, the Argentine economy has remained relatively dependent on the price of its exports (mainly soy). Given its reliance on agricultural commodities, Argentina is also vulnerable to weather events.
In 2023, Argentina faced another severe drought, which resulted in losses of USD 20.0 billion. The negative impact of the 2018 and 2023 droughts has been exacerbated by the historically low levels of the Paraná river (Argentina’s main river) and numerous fire outbreaks across several Argentine provinces in 2022. These environmental factors have further affected the agricultural sector in Argentine.
In September 2023, the El Niño phenomenon affected the Argentine economy. El Niño typically increases the frequency and intensity of precipitation but also brings higher risks of flooding, river overflows, and severe storms. The impact of El Niño on Argentina remains unpredictable.
As of August 2024, due to the decrease in prices, Argentina lost approximately USD 1.55 billion in foreign exchange from soybean and corn complex exports compared to May 2024. On May 10, 2024, the FOB export price of soybeans and corn was USD 445 per ton and USD 206 per ton, respectively, and as of August 2024, the FOB export price of soybeans and corn was decreased to USD 43 per ton and USD 181.25 per ton, respectively. These decreases were driven by a global increase in soybean production, which increased from 395 million tons in 2023 to 428 million tons in 2024. The loss in foreign exchange could affect the Argentine Government’s objective to increase U.S. dollar inflows through the liquidation of agricultural exports and mostly of soybean which is Argentina’s main export commodity.
In addition, the conflict between Russia and Ukraine, the conflict between Israel and Hamas in the Gaza Strip and the conflict between Israel and Hezbollah have generated increases in the international prices of oil, gas, and commodities, including those produced by Argentina. A long-term decrease in the international price of oil would negatively impact the oil and gas prospects of Argentina and result in a decrease in foreign investment in these sectors.
A sustained decrease in the international price of the main commodities exported by Argentina, or any future climate event or condition may have an adverse effect in the agricultural sector and therefore in the revenues of the Argentine Government and its capacity to comply with the payments of its public debt, eventually generating recessive or inflationary pressures. In addition, such circumstances could have a negative impact on the Argentine Government’s tax revenues and on the availability of foreign currency. Any such developments may adversely affect Argentina’s economy and, as a result, our business, results of operations and financial condition.
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The interruption of the publication of Argentine economic indexes or changes in their calculation methodologies could affect the projections made by the Company.
In 2014, the INDEC established a new consumer price index, the CPI, which reflects a broad measurement of consumer prices, considering price information from the 24 provinces of the country, divided into six regions. Faced with the credibility of the CPI, as well as other indices published by the INDEC, being called into question, the Argentine Government declared a state of administrative emergency for the national statistical system and the INDEC on January 8, 2016, based on the determination that INDEC had failed to produce reliable statistical information, particularly with respect to CPI, GDP, inflation, and foreign trade data, as well as poverty and unemployment rates. The INDEC temporarily suspended the publication of certain statistical data until the reorganization of its technical and administrative structure to recover its ability to produce reliable statistical information. In 2017, the INDEC began publishing a National CPI, which is based on a survey conducted by the INDEC and several provincial statistical offices in 39 urban areas, including each of Argentina's provinces.
As a result of changes to the GDP calculation methodology made by the INDEC, certain holders of Argentine bonds maturing in 2035 that were issued under English and Welsh law filed a lawsuit claiming damages caused by these changes. In April 2023, Judge Simon Picken of the High Court of Justice in London issued a ruling determining that the change in the GDP calculation methodology and its evolution caused losses to bond holders, ordering Argentina to pay damages and compensations in the amount of Euro 643 million and Euro 1,330 million, respectively. The Argentine Government has appealed this decision. However, in October 2024, the Supreme Court of the United Kingdom rejected the Argentine Government’s request for appeal. As a result, Argentina will have to pay Euro 1,330 million along with the applicable interests.
Any future required correction or restatement of the INDEC indexes could result in decreased confidence in Argentina’s economy, which, in turn, could have an adverse effect on our ability to access international capital markets to finance our operations and growth, and which could, in turn, adversely affect our results of operation and financial condition and cause the market value of our GDSs and our common shares to decline.
Restrictions on transfers of foreign currency and the repatriation of capital from Argentina may impair our ability to pay dividends and distributions and investors may face restrictions on their ability to collect capital and interest payments in connection with corporate bonds issued by Argentine companies.
The Argentine Government may impose restrictions on the exchange of Argentine currency for foreign currencies and on the remittance to foreign investors of funds derived from investments in Argentina in circumstances in which a serious imbalance in Argentina’s balance of payments develops or in which there is reason to anticipate such an imbalance.
On September 1, 2019, through Emergency Decree No. 609/2019, and as a consequence of economic instability and uncertainty, the depreciation of the Argentine peso, and rising inflation rates, President Macri's administration and the Central Bank implemented a series of monetary and exchange control measures. These included restrictions on the accessibility of funds deposited in financial institutions and on the transfer of funds abroad without prior approval from the Central Bank. It was established that the proceeds from the export of goods and services must be brought into the country in foreign currency and/or traded on the foreign exchange market under conditions and within timeframes set by the Central Bank. Furthermore, access to the foreign exchange market for the purchase of foreign currency and precious metals and for transfers abroad was subject to prior approval of the Central Bank, based on objective guidelines in accordance with the conditions in force in the exchange market, and distinguishing the situation of human persons from that of legal entities.
The duration of these measures was extended, and additional restrictions were introduced through the enactment of Law No. 27,541 on Social Solidarity and Productive Reactivation, which includes a new tax on certain foreign currency purchases by Argentine individuals and legal entities. Increased volatility, appreciation or depreciation of the peso against the U.S. dollar, or a decrease in the Central Bank reserves due to exchange rate interventions, could adversely affect the Argentine economy, our ability to meet our obligations, and the value of our shares. Certain restrictions in Argentina affect the ability of companies to access the MULC to purchase foreign currency for transferring funds abroad, servicing debt, making payments outside of Argentina, and other operations, requiring, in some cases, prior approval from the Central Bank. The current Argentine foreign exchange regulations set forth in the Central Bank’s Communication “A” 7953 and its amendments impose certain exchange controls, such as prior approval of the Central Bank, to the following: (i) dividend payments; (ii) access to the foreign exchange market for non-residents, except for specific exemptions; (iii) repatriation of direct investments; and (iv) the establishment of foreign assets, remittance of family assistance, and the formation of guarantees and operational payments related to derivative transactions for resident individuals.
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On October 10, 2023, the CNV published General Resolution No. 981 in the Official Gazette, which temporarily prohibited the payment of dividends to the Company’s GDS holders as a result of restrictive measures applicable to access to the MULC. This regulation, by limiting the daily amount of operations, (i) prevented the implementation of the mechanism established in the deposit agreement with BONY to obtain the U.S. dollars necessary for the payment of dividends to GDS holders in their foreign accounts; (ii) hindered the implementation of the alternative procedure established in the deposit agreements; and (iii) created unequal treatment between local and foreign holders (since local shareholders received their dividends on the agreed date while GDS holders could not yet receive them due to the aforementioned regulation, and it was unclear when they would be able to do so). After the Company filed a waiver request with the CNV, on November 30, 2023, the CNV issued General Resolution No. 984, which eased the regulations to allow the payment to be made abroad. We cannot assure that in the future new regulations issued by the Central Bank and/or the CNV will not be implemented that would prevent us from making dividend payments to GDS holders in a timely manner.
In December and April 2023, the Central Bank imposed additional restrictions through Communication “A” 7914, which established the obligation to disclose the individuals or legal entities that exercise direct control over the party accessing the foreign exchange market and that form part of the same economic group, and Communication “A” 7746, which modifies the timeframes to access the MULC. These measures could adversely affect Argentina's global competitiveness, discourage foreign investment and loans from foreign investors, or increase the outflow of foreign capital, which could have an adverse effect on Argentina’s economic activity and could adversely affect our business and results of operations or impair our ability to pay dividends in U.S. dollars or prevent us from servicing our international debt.
We cannot predict how these restrictions and/or their removal may evolve, particularly regarding limitations on transferring funds abroad. Despite the gradual lifting of certain foreign exchange restrictions made by the new administration, the Argentine Government may impose new exchange controls or restrictions on capital transfers and adopt other policies that may limit or restrict our ability to access international capital markets, make payments of principal and interest and other additional amounts outside the country (including payments related to our notes), or import certain products or goods that we use as inputs.
The operating costs of the Company could increase as a result of the promotion or adoption of certain measures by the Argentine Government as well as pressure from union sectors.
In the past, the Argentine Government has promoted and adopted laws and collective labor agreements that imposed on private sector employers the obligation to maintain certain salary levels and provide additional benefits to their employees. In addition, employers have come under strong pressure from their employees and from unions to grant wage increases and other benefits.
We cannot be sure that in the future the Argentine Government will not enact measures that result in increases in the minimum, vital and mobile salary and/or in benefits, compensation or other labor costs that employers must bear. Any salary increase and/or any other labor cost could result in higher costs and a decrease in the results of the Company’s operations.
Failure to adequately address actual and perceived risks of institutional deterioration and corruption may adversely affect Argentina’s economy and financial condition.
A lack of a solid and transparent institutional framework for contracts with the Argentine Government and its agencies, as well as allegations of corruption, have affected and continue to affect Argentina. Argentina ranked 98 of 180 in the Transparency International’s 2023 Corruption Perceptions Index.
As of the date of this Annual Report, there are several ongoing investigations into allegations of money laundering and corruption, which have negatively impacted the Argentine economy and political environment. Depending on the results of these investigations and how long it takes to finalize them, companies involved may be subject to, among other consequences, a decrease in their credit ratings, having claims filed against them by investors in their equity and debt securities, and may further experience restrictions on their access to financing through the capital markets, all of which will likely decrease their income. Additionally, if criminal cases against companies move forward, they may be restricted from rendering services or may face new restrictions due to their customers’ internal policies and procedures. These adverse effects could restrict these companies’ ability to conduct their operating activities and to fulfill their financial obligations.
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Recognizing that the failure to address these issues could increase the risk of political instability, distort decision-making processes and adversely affect Argentina’s international reputation and ability to attract foreign investment, the Argentine Government has announced several measures aimed at strengthening Argentina’s institutions and reducing corruption.
These measures include creating a special prosecutor’s office in charge of investigations involving national and provincial officials related to illicit enrichment and asset increases, plea bargains in exchange for cooperation with the judiciary in corruption investigations, greater access to public information, the seizure of assets from officials prosecuted for corruption, expanded powers for the Anti-Corruption Office, and the enactment of a new public ethics law, among others. We cannot guarantee that the implementation of these measures will be successful or that, once implemented, they will achieve the desired result.
We cannot estimate the impact that these investigations could have on the Argentine economy. Similarly, it is not possible to predict the duration of corruption investigations, nor which companies might be involved or how far-reaching the effects of these investigations might be, which may negatively impact the Argentine economy. In turn, the decrease in investor confidence resulting from any of these, among other issues, could have a significant adverse effect on the growth of the Argentine economy, which could, in turn, harm our business, our financial condition and results of operation and affect the trading price of our common shares and GDSs.
Property values in U.S. dollars in Argentina could decline significantly.
Property values in U.S. dollars are influenced by multiple factors that are beyond our control, such as a decreased demand for real estate properties due to a deterioration of macroeconomic conditions or an increase in supply of real estate properties that could adversely affect the value in U.S. dollars of real estate properties. We cannot assure you that property values in U.S. dollars will increase or that they will not be reduced. Most of the properties we own are located in Argentina. As a result, a reduction in the value in U.S. dollars of properties in Argentina could materially affect our business and our financial statements due to the valuation of our investment properties at fair market value in U.S. dollars.
The emergence and spread of a pandemic-level disease or threat to public health, such as Covid-19, may have a material adverse impact on the Argentine and global economy, our business operations, financial condition or results of operations.
Global public health threats, such as Covid-19, influenza and other highly communicable diseases or viruses, outbreaks of which have from time to time occurred in various parts of the world, could adversely impact our operations, as well as the operations of our customers.
Additional strains of Covid-19, or an outbreak of another pandemic, disease, or similar public health threat, could have material adverse effects on global economic, financial, and business conditions, which could have an adverse impact in our business, financial condition, and results of operations.
If any of the aforementioned events or other epidemics were to occur again, or if there were an increase in the severity or duration of Covid-19 or other epidemics, it could have a material adverse effect on our business, results of operations, cash flows, and financial condition.
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The Argentine economy is vulnerable to external shocks and political developments that could be caused by significant economic difficulties of Argentina’s trading partners, or by more general “contagion” effects. Such external shocks and “contagion” effects could have a material adverse effect on Argentina’s economic growth, and consequently, on our results of operation and financial condition.
Although economic conditions vary from country to country, investors’ perceptions of events occurring in certain countries have in the past substantially affected, and may continue to substantially affect, capital flows into and investments in securities of issuers from other countries, including Argentina. There can be no assurance that the Argentine financial system and securities markets will not be adversely affected by policies that may be adopted by foreign governments or the Argentine Government in the future. Argentina can also be adversely affected by negative economic or financial events that take place in other countries, subsequently affecting our operations and financial condition, including our ability to repay our debt at its maturity date.
Argentina’s economy is vulnerable to external shocks. For example, economic slowdowns, especially in Argentina’s major trading partners such as Brazil, led to declines in Argentine exports in the last few years. Specifically, fluctuations in the price of commodities sold by Argentina and a significant devaluation of the Peso against the U.S. dollar could harm Argentina’s competitiveness and affect its exports. In addition, international investors’ reactions to events occurring in one market may result in a “contagion” effect which could lead to an entire region or class of investment being disfavored by international investors.
In addition, the upcoming U.S. presidential elections may introduce significant uncertainties. Political transitions, including changes in leadership, may lead to shifts in regulatory and fiscal policies, trade agreements, and other economic factors. Additionally, the period leading up to and following the election may result in volatility in financial markets, currency fluctuations, and overall economic instability. Any substantial changes in U.S. foreign or domestic policies, including changes in trade agreements, tariffs, or international relations, may impact global economies, including the Argentine economy. While the outcome of the election remains uncertain, the potential for policy shifts that could affect the regulatory landscape and economic conditions creates risks that could negatively influence our financial results and future growth prospects.
Additionally, financial and securities markets in Argentina are also influenced by economic and market conditions in other markets worldwide.
At the same time, global economic conditions have experienced significant instability in recent years, such as high volatility in commodity prices and global economic uncertainty and financial market conditions caused by the war between Ukraine and Russia and the attack by Hamas on Israel from the Gaza Strip.
There can be no assurance that the Argentine financial system and securities markets will not be adversely affected by policies that may be adopted by foreign governments or the Argentine Government in the future, or by events in the economies of developed countries or in other emerging markets.
Finally, international investors’ perceptions of events occurring in one market may generate a “contagion” effect by which an entire region or class of investment is disfavored by international investors. Argentina could be adversely affected by negative economic or financial developments in other emerging and developed countries, which in turn may have a material adverse effect on the Argentine economy and, indirectly, on our business, financial condition and results of operations, and the market value of our GDSs and common shares.
The Russian invasion of Ukraine and the attack by Hamas on Israel from the Gaza Strip and Israel’s attack against Hezbollah could have an unpredictable effect on the global economy and on international and local securities markets, and adversely affect our business and results of operations.
Global markets have experienced volatility and disruption following the escalation of geopolitical tensions, the start of military conflict between Russia and Ukraine, the attack by Hamas on Israel from the Gaza Strip and Israel’s attack against Hezbollah in southern Lebanon.
Russia’s military interventions in Ukraine have led to, and may lead to, additional sanctions being levied by the United States, the European Union and other countries against Russia and possibly countries that support, directly or indirectly, Russia’s incursion. These sanctions aim to increase the cost of the war for the Russian regime. Russia’s military incursion and the resulting sanctions could adversely affect global energy and financial markets, including Argentina’s, and thus could affect our businesses and the businesses of our customers, even though we do not have any direct exposure to Russia or the adjoining geographic regions. We cannot predict the progress or outcome of the situation in Ukraine, as the conflict and governmental reactions are rapidly developing and beyond their control. Prolonged unrest, intensified military activities or more extensive sanctions impacting the region, could have a material adverse effect on the global economy, and such effect could in turn have a material adverse effect on our business, financial condition, results of operations.
On October 7, 2023, Hamas militants and members of other terrorist organizations infiltrated Israel’s southern border from the Gaza Strip and conducted a series of terror attacks on civilian and military targets. Thereafter, these terrorists launched extensive rocket attacks on Israeli population and industrial centers located along the Israeli border with the Gaza Strip. Shortly following the attack, Israel’s security cabinet declared war against Hamas. The new administration has publicly stated its belief that Israel has the right to defend itself. The future of this conflict as well as its impact on international trade and on emerging market economies such as Argentina remain uncertain. The intensity and duration of Israel’s current war against Hamas is difficult to predict, and as are such war’s economic implications on the Company’s business and operations and on the global geopolitical instability.
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Likewise, the current armed conflict between Israel and Hezbollah, with direct clashes in the border region between Israel and Lebanon, has intensified tensions in the Middle East. This escalation in violence has created global uncertainty, particularly affecting financial markets and energy commodity prices, such as oil and gas. The potential extension of the conflict to other areas of the region and the intervention of international actors could exacerbate global economic instability, leading to higher energy costs and disruptions in global supply chains
Any deterioration in credit markets resulting directly or indirectly from the ongoing Russian invasion of Ukraine or the attack by Hamas on Israel from the Gaza Strip or of the current armed conflict between Israel and Hezbollah could limit our ability to obtain external financing to fund our operations and capital expenditures, which could have a material adverse effect on our business, results of operations, and/or financial condition.
Our internal policies and procedures might not be sufficient to guarantee compliance with anti-corruption and anti-bribery laws and regulations.
Our operations are subject to various anti-corruption and anti-bribery laws and regulations, including the Corporate Criminal Liability Law and the FCPA. Both the Corporate Criminal Liability Law and the FCPA impose liability against companies who engage in bribery of Argentine Government officials, either directly or through intermediaries. The anti-corruption laws generally prohibit providing anything of value to Argentine Government officials for the purposes of obtaining or retaining business or securing any improper business advantage. As part of our business, we may deal with entities in which the employees are considered government officials. We have a compliance program that is designed to manage the risks of doing business in light of these new and existing legal and regulatory requirements.
Although we have internal policies and procedures designed to ensure compliance with applicable anti-corruption and anti-bribery laws and regulations, there can be no assurance that such policies and procedures will be sufficient. Violations of anti-corruption laws and sanctions regulations could lead to financial penalties being imposed on us, limits being placed on our activities, our authorizations and licenses being revoked, damage to our reputation and other consequences that could have a material adverse effect on our business, results of operations and financial condition. Further, litigations or investigations relating to alleged or suspected violations of anti-corruption laws and sanctions regulations could be costly.
Argentina is subject to litigation by foreign shareholders of Argentine companies and holders of Argentina’s defaulted bonds, which have resulted and may result in adverse judgments or injunctions against Argentina’s assets and limit its financial resources.
There are outstanding claims against the Argentine Government submitted before ICSID which may entail new sanctions against the Argentine Government, which in turn could have a substantially adverse effect on the Argentine Government’s ability to implement reforms and to foster economic growth. We cannot assure you that in the future the Argentine Government will not breach its obligations.
Litigation, as well as ICSID claims against the Argentine Government, have resulted in material judgments and may result in further material judgments, and could result in attachment of or injunctions relating to assets of Argentina that the Argentine Government intended for other uses. As a consequence, the Argentine Government may not have all the necessary financial resources to honor its obligations, implement reforms and foster growth, which could have a material adverse effect on Argentina’s economy, and consequently, our business, financial condition and results of operations. There are pending ICSID claims against the Argentine Government which could result in further awards against Argentina, which in turn could have a material adverse effect on the Argentine Government’s ability to implement reforms and foster economic growth.
The recent ruling in the lawsuit brought by Petersen and Eton Park Capital Management, L.P., Eton Park Master Fund, LTD. and Eton Park Fund, L.P. who filed opening briefs in support of cross-motions for summary judgment with respect to a claim of liability and damages against YPF and Argentina. Plaintiffs requested the District Court for summary judgment in their favor, while each of the defendants argued that they had no liability and should not indemnify the plaintiffs and requested the District Court for summary judgment in their favor and to dismiss all remaining claims against them.
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On March 31, 2023, the District Court granted YPF’s summary judgment motion and denied the plaintiffs’ summary judgment motion as to YPF in its entirety. The District Court decided that YPF has no contractual liability and owes no damages to plaintiffs for breach of contract and, accordingly, dismissed plaintiffs’ claims against YPF. The District Court denied Argentina's summary judgment motion, and the proceedings will continue between the plaintiffs and Argentina, which was ordered to pay USD 16 billion. In October 2023, Argentina appealed the ruling and in November 2023, the District Court ruled in favor of Argentina's request, allowing Argentina not to deposit the USD 16 billion but ordered it to provide other assets, such as YPF shares, as collateral to prevent seizures.
Subsequently, Burford Capital formally requested the District Court to order Argentina to deliver the Class D shares of YPF held by the Argentine state to Burford Capital in partial compliance with the District Court’s judgment. Argentina opposed to this motion. As of the date of this Annual Report, the District Court has not issued a new ruling. We cannot assure that no new litigation will be filed against Argentina, nor that these cases will not affect Argentina’s economy and our business.
Risks Relating to our Business
We are subject to risks inherent to the operation of shopping malls that may affect our profitability.
Our shopping malls are subject to various factors that affect their development, administration and profitability, including:
| · | declines in lease prices or increases in levels of default by our tenants due to economic conditions; |
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| · | increases in interest rates and other factors outside our control; |
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| · | the accessibility and attractiveness of the areas where our shopping malls are located; |
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| · | the intrinsic attractiveness of the shopping mall; |
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| · | the flow of people and the level of sales of rental units in our shopping malls; |
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| · | the increasing competition from internet sales; |
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| · | the amount of rent collected from tenants at our shopping malls; |
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| · | changes in consumer demand and availability of consumer credit, both of which are highly sensitive to general macroeconomic conditions; and |
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| · | fluctuations in occupancy levels in our shopping malls. |
An increase in our operating costs could also have a material adverse effect on us if our tenants were to become unable to pay higher rent we may be required to impose as a result of increased expenses. Moreover, the shopping mall business is closely related to consumer spending and affected by prevailing economic conditions. All of our shopping malls and commercial properties are located in Argentina, and consequently, these operations may be adversely affected by recession or economic uncertainty in Argentina. Persistently poor economic conditions could result in a decline in consumer spending which could have a material adverse effect on shopping mall revenue.
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Our performance is subject to the risks associated with our properties and with the real estate industry.
Our operating performance and the value of our real estate assets, and as a result, the value of our securities, are subject to the risk that our properties may not be able to generate sufficient revenue to meet our operating expenses, including debt service and capital expenditures, our cash flow needs and our ability to service our debt service obligations. Events or conditions beyond our control that may adversely affect our operations or the value of our properties include:
| · | downturns in national, regional and local economies; |
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| · | decrease in consumer spending and consumption; |
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| · | competition from other shopping malls and sales outlets; |
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| · | local real estate market conditions, such as oversupply or lower demand for retail space; |
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| · | changes in interest rates and availability of financing; |
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| · | the exercise by our tenants of their right to early termination of their leases; |
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| · | vacancies, changes in market rental rates and the need to periodically repair, renovate and re-lease space; |
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| · | increased operating costs, including insurance expenses, salary increases, utilities, real estate taxes, federal and local taxes and higher security costs; |
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| · | the impact of losses resulting from civil disturbances, strikes, natural disasters, terrorist acts or acts of war; |
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| · | significant fixed expenditures associated with each investment property, such as debt service payments, real estate taxes, insurance and maintenance costs; |
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| · | declines in the financial condition of our tenants and our ability to collect rents when due; |
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| · | changes in our or our tenants’ ability to provide for adequate maintenance and insurance that result in a reduction in the useful life of a property; and |
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| · | changes in law or governmental regulations (such as those governing usage, zoning and real property taxes) or changes in the exchange controls or government action (such as expropriation). |
If any one or more of the foregoing conditions were to affect our activities, this could have a material adverse effect on our financial condition and results of operations, and as a result, on the Company’s results.
We could be adversely affected by decreases in the value of our investments.
Our investments are exposed to the risks generally inherent to the real estate industry, many of which are out of our control. Any of these risks could adversely and materially affect our business, financial condition and results of operations. Any returns on capital expenditures associated with real estate are dependent upon sales volumes and/or revenue from leases and the expenses incurred. In addition, there are other factors that may adversely affect the performance and value of a property, including local economic conditions prevailing in the area where the property is located, macroeconomic conditions in Argentina and globally, competition, our ability to find leases and our ability to perform on our leases, changes in legislation and in governmental regulations (such as the use of properties, urban planning and real estate taxes) as well as exchange controls (given that the real estate market in Argentina relies on the U.S. dollar to determine valuations), variations in interest rates (including the risk of an increase in interest rates that reduces sales of lots for residential development) and the availability of third party financing. In addition, given the relative illiquidity of the Argentine real estate market, we could be unable to effectively respond to adverse market conditions and/or be compelled to undersell one or more properties. Some significant expenses, such as debt service, real estate taxes and operating and maintenance costs do not fall when there are circumstances that reduce the revenue from an investment, increasing our relative expenditures. These factors and events could impair our ability to respond to adverse changes in the returns on our investments, which in turn could have an adverse effect on our financial position and the results of our operations.
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Our level of debt may adversely affect our operations and our ability to pay our debt as it becomes due and our capacity to successfully access the local and international markets on favorable terms affects our cost of funding.
As of June 30, 2024, our consolidated financial gross debt amounted to ARS 366,754 million. We are generating sufficient funds from our operating cash flows to meet our debt service obligations and our ability to obtain new financing is adequate. Considering the current availability of loan financing in Argentina, we cannot assure you that we will have sufficient cash flows and adequate financial structure in the future. For more information see “Item 10. Additional Information—D. Exchange Controls.”
Our leverage may affect our ability to refinance existing debt or borrow additional funds to finance working capital requirements, acquisitions and capital expenditures. Access to equity and debt financing options may be restricted and it may be uncertain how long these economic circumstances may last. This would require us to allocate a substantial portion of cash flow to repay principal and interest, thereby reducing the amount of money available to invest in operations, including acquisitions and capital expenditures.
We may not be able to generate sufficient cash flows from operations to satisfy our debt service requirements or to obtain future financing. If we cannot satisfy our debt service requirements or if our defaults on any financial or other covenants in our debt arrangements, the lenders and/or holders of IRSA’s securities will be able to accelerate the maturity of such debt or default under other debt arrangements. Our ability to service debt obligations or to refinance them will depend upon our future financial and operating performance, which will, in part, be subject to factors beyond our control such as macroeconomic conditions and regulatory changes in Argentina. If we cannot obtain future financing, we may have to delay or abandon some or all of our planned capital expenditures, which could adversely affect our ability to generate cash flows and repay our obligations as they become due.
For more information see “Item 5. Operating and Financial Review and Prospects—B. Liquidity and capital resources—Indebtedness”.
Our assets are highly concentrated in certain geographic areas and an economic downturn in such areas could have a material adverse effect on our results of operations and financial condition.
As of June 30, 2024, most of our revenue from leases and services provided by the Shopping Malls segment derived from properties located in the City of Buenos Aires and the Greater Buenos Aires metropolitan area. In addition, all of our office buildings are located in Buenos Aires and a substantial portion of our revenue is derived from such properties. Although we own properties and may acquire or develop additional properties outside Buenos Aires and the Greater Buenos Aires metro area, we could be largely affected by economic conditions or by other effects which could affect these high populated areas. Consequently, an economic downturn in those areas could cause a reduction in our rental income and adversely affect its ability to comply with our debt service and fund operations.
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The loss of tenants could adversely affect our operating revenue and value of our properties.
Although no single tenant represents more than 6.0% of our revenues in any fiscal year, if a significant number of tenants at its retail or office properties were to experience financial difficulties, including bankruptcy, insolvency or a general downturn of business, or if we failed to retain them, our business could be adversely affected. Further, our shopping malls typically have a significant “anchor” tenant, such as well-known department stores, that generate consumer traffic at each mall. A decision by such tenants to cease operating at any of our shopping mall properties could have a material adverse effect on our financial condition and the results of our operations. In addition, the closing of one or more stores that attract consumer traffic may motivate other tenants to terminate or to not renew their leases, to seek rent concessions and/or close their stores. Moreover, tenants at one or more properties might terminate their leases as a result of mergers, acquisitions, consolidations, dispositions or bankruptcies. The bankruptcy and/or closure of multiple stores, if we are not able to successfully release the affected space, could have a material adverse effect on both the operating revenue and underlying value of the properties involved.
We may face risks associated with acquisitions of properties.
As part of the Company’s growth strategy, we have acquired, and intend to do so in the future, properties, including large properties, that tend to increase the size of our operations and potentially alter our capital structure. Although we believe that the acquisitions we have completed in the past and that we expect to undertake enhance the Company’s financial performance, the success of such transactions is subject to a number of uncertainties, including the risk that:
| · | we may not be able to obtain financing for acquisitions on favorable terms; |
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| · | acquired properties may fail to perform as expected; |
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| · | the actual costs of repositioning or redeveloping acquired properties may be higher than the Company’s estimates; |
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| · | acquired properties may be located in new markets where we may have limited knowledge and understanding of the local economy, absence of business relationships in the area or are unfamiliar with local governmental and permitting procedures; and |
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| · | we may not be able to efficiently integrate acquired properties, particularly portfolios of properties, into the Company’s organization and to manage new properties in a way that allows it to realize cost savings and synergies. |
The Company’s future acquisitions may not be profitable.
We seek to acquire additional shopping malls to the extent we manage to acquire them on favorable terms and conditions and they meet our investment criteria. Acquisitions of commercial properties entail general investment risks associated with any real estate investment, including:
| · | the Company’s estimates of the cost of improvements needed to bring the property up to established standards for the market may prove to be inaccurate; |
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| · | properties we acquire may fail to achieve, within the time frames we project, the occupancy or rental rates we expect to achieve at the time we make the decision to acquire, which may result in the properties’ failure to achieve the returns we projected; |
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| · | the Company’s pre-acquisitions evaluation and the physical condition of each new investment may not detect certain defects or identify necessary repairs, which could significantly increase our total acquisition costs; and |
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| · | the Company’s investigation of a property or building prior to its acquisition, and any representations we may receive from the seller of such building or property, may fail to reveal various liabilities, which could reduce the cash flow from the property or increase our acquisition cost. |
If we acquired a business, we will be required to merge and integrate the operations, personnel, accounting and information systems of such acquired business. In addition, acquisitions of or investments in companies may cause disruptions in our operations and divert management’s attention away from day-to-day operations, which could impair our relationships with our current tenants and employees.
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An adverse economic environment for real estate companies and the credit crisis may adversely affect our results of operations.
The success of our business and profitability of its operations depend on continued investment in real estate and access to long-term financing. A prolonged crisis of confidence in real estate investments and lack of credit for acquisitions may constrain our growth and the maintenance of our current business and operations. As part of our strategy, we intend to increase our properties portfolio through strategic acquisitions at favorable prices, where we believe we can bring the necessary expertise to enhance property values. In order to pursue acquisitions, we may require capital or debt financing. Disruptions in the financial markets may adversely impact our ability to refinance existing debt and the availability and cost of credit in the future. Any consideration of sales of existing properties or portfolio interests may be offset by lower property values. Our ability to make scheduled payments or to refinance our existing debt obligations depends on our operating and financial performance, which in turn is subject to prevailing economic conditions. If disruptions in financial markets prevail or arise in the future, we cannot provide assurances that Argentine Government responses to such disruptions will restore investor confidence.
In September 2021, Evergrande, one of China’s largest real estate companies, announced that it would be unable to meet its debt obligations. Since then, the markets have been negatively impacted by the announcement. In August 2023, Evergrande filed for bankruptcy, seeking recognition of foreign restructuring proceedings before the High Court of Hong Kong and the High Court of the Eastern Caribbean Supreme Court of the British Virgin Islands. In January 2024, the High Court of Hong Kong ordered Evergrande to liquidate its subsidiary in mainland China following a failed attempt to restructure USD 300 billion owed to its creditors. Liquidators have begun legal actions to recover around USD 6 billion from various defendants, including former executives.
The real estate sector in China accounts for approximately 30% of the China’s economic activity, and more than two-thirds of household wealth is tied to the real estate sector.
We cannot predict whether, and to what extent, the uncertainty of the property crisis in China may and how will affect our business, stabilize the markets or increase liquidity and the availability of credit.
Our revenue and profit may be materially and adversely affected by continuing inflation and economic activity in Argentina.
Our business is mainly driven by consumer spending since a portion of the revenue from our Shopping Mall segment derives directly from the sales of our tenants, whose revenue relies on the sales to consumers. As a result, our revenues and net income are impacted to a significant extent by economic conditions in Argentina, including the development in the textile industry and domestic consumption. Consumer spending is influenced by many factors beyond our control, including consumer perception of current and future economic conditions, inflation, political uncertainty, rates of employment, interest rates, taxation and currency exchange rates. Any continuing economic slowdown, whether actual or perceived, could significantly reduce domestic consumer spending in Argentina and therefore adversely affect our business, financial condition and results of operations.
Some of the land we have purchased is not zoned for development and we may be unable to obtain, or may face delays in obtaining, the necessary zoning permits and other authorizations.
We own several plots of land which are not zoned for our intended development plans. In addition, we have not yet applied for the required land use, building, occupancy and other required governmental permits and authorizations for these properties. We cannot assure you that we will continue to be successful in our attempts to rezone land and to obtain all necessary permits and authorizations, or that rezoning efforts and permit requests will not be delayed or rejected. Moreover, we may be affected by building moratorium and anti growth legislation. If we are unable to obtain the governmental permits and authorizations we need to develop our present and future projects as planned, we may be forced to make unwanted modifications to such projects or abandon them altogether.
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We may face risks associated with land-takings in Argentina.
Land-taking is a long-standing problem in Argentina that has escalated throughout the years with every economic crisis.
The spread of land takes has revived an old debate in Argentina. There is a conflict between two groups that claim, on the one hand, a right to decent housing, and on the other hand a group that claims that the right to private property should be respected Argentina’s constant and cyclical economic crises over the past 50 years have also caused poverty to rise sharply, so less people can access a roof, resulting in a housing deficit.
As a consequence, we cannot provide assurance that Argentine Government responses to such disruptions will restore investor confidence in Argentine lands, which could have an adverse impact on our financial condition and results of operations.
Our dependence on rental income may adversely affect our ability to meet our debt obligations.
A substantial part of our revenue is derived from rental income. As a result, our performance depends on our ability to collect rent from our tenants. Our revenue and profits would be negatively affected if a significant number of our tenants or any significant tenant were to:
| · | delay lease commencements; |
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| · | decline to extend or renew leases upon expiration; |
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| · | fail to make rental payments when due; or |
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| · | close stores or declare bankruptcy. |
Any of these actions could result in the termination of leases and the loss of related rental income. In addition, we cannot assure you that any tenant whose lease expires will renew that lease or that we will be able to re-let the space on economically reasonable terms. The loss of rental revenue from a number of our tenants and our inability to replace such tenants may adversely affect our profitability and its ability to comply with our debt service obligations. These factors are particularly disruptive in the context of emergency situations, such as pandemics or epidemics, which may cause significant adverse impacts on our business.
It may be difficult to buy and sell real estate quickly and transfer restrictions may apply to part of our portfolio of properties.
Real estate investments are relatively illiquid and this tends to limit our ability to change the mix of our portfolio in response to economic circumstances or other conditions. In addition, significant expenditures associated with each investment, such as mortgage payments (if any), real estate taxes and maintenance costs, are generally not reduced when an investment generates lower revenue. If revenue from a property declines while expenses remain the same, our results of operations would be adversely affected. Certain properties are mortgaged and if we were unable to meet our underlying payment obligations, we could suffer losses as a result of foreclosures on those mortgaged properties. Furthermore, if we are required to dispose of one or more of our mortgaged properties, we would not be able to obtain release of the mortgage interest without payment of the associated debt. The foreclosure of a mortgage on a property or inability to sell a property could adversely affect our business. In this kind of transactions, we may agree not to sell the acquired properties for a considerable time which could affect our results of operations.
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Our ability to grow will be limited if we cannot obtain additional financing.
Although we are liquid as of the date of this Annual Report, we must maintain liquidity to fund our working capital, service our outstanding indebtedness and finance investment opportunities. Without sufficient liquidity, we could be forced to curtail our operations or may not be able to pursue new business opportunities.
Our growth strategy is focused on the development and redevelopment of properties we already own and the acquisition of additional properties for development. As a result, we are likely to have to depend to an important degree on the availability of capital financing, which may or may not be available on favorable terms if at all. We cannot assure you that additional financing, refinancing or other capital will be available in the amounts we require or on favorable terms. Our access to debt or equity capital markets depends on a number of factors, including the market’s perception of our growth potential, our ability to pay dividends, our financial condition, our credit rating and our current and potential future earnings. Depending on these factors, we could experience delays or difficulties in implementing our growth strategy on satisfactory terms or at all.
The capital and credit markets for Argentina have been experiencing extreme volatility and disruption since the last years. If our current resources do not satisfy our liquidity requirements, we may have to seek additional financing. The availability of financing will depend on a variety of factors, such as economic and market conditions, the availability of credit and our credit ratings, as well as the possibility that lenders could develop a negative perception of the prospects of risk in Argentina, of us or the industry generally. We may not be able to successfully obtain any necessary additional financing on favorable terms, or at all.
A downgrade in our credit rating could negatively impact our cost of and ability to access capital.
Our credit ratings are an important part of maintaining our liquidity. Any downgrade in credit ratings could potentially increase our borrowing costs or, depending on the severity of the downgrade, substantially limit our access to capital markets, require us to make cash payments or post collateral and permit termination by counterparties of certain significant contracts. Factors that may impact our credit ratings include, among others, debt levels, planned asset purchases or sales, and near-term and long-term growth opportunities. Factors such as liquidity, asset quality, cost structure, product mix, and others are also considered by the rating agencies. A ratings downgrade could adversely impact our ability to access debt markets in the future, increase the cost of future debt, and potentially require us to post letters of credit for certain obligations.
Adverse incidents that occur in our shopping malls may result in damage to our reputation and a decrease in the number of customers.
Given that our shopping malls are open to the public, with significant circulation of people, accidents, theft, robbery, public protest, pandemic effects and other incidents may occur in our facilities, regardless of the preventative measures we adopt. If such an incident or series of incidents occurs, shopping mall customers and visitors may choose to visit other shopping venues that they believe are safer, which may cause a reduction in the sales volume and operating income of our shopping malls.
Argentine laws governing leases impose restrictions that limit our flexibility.
Argentine laws governing leases impose certain restrictions. In December 2023, the current Argentine administration approved Decree No. 70/2023, which modifies certain aspects of lease agreements in Argentina, repeals Law No. 27,551 and amends certain sections of the Argentine Civil and Commercial Code. The following are the main aspects of the real estate leasing sector that were modified through Decree No. 70/2023: (i) the legal minimum terms applicable to leases have been removed and, if no term is specified in the lease agreement, the default term under the Argentine Civil and Commercial Code is two years for permanent residential leases with or without furniture or three years for other uses and for temporary leases; (ii) rent can be set in pesos or foreign currency and, if it is set in a foreign currency, the tenant cannot require the landlord to accept payment in a different currency; and (iii) the parties may freely agree on the payment frequency, which cannot be less than one month.
Under the Argentine laws governing leases, we are exposed to the risk of exercise of rescission rights by our tenants, which could materially and adversely affect our business and results of operations. We cannot assure you that our tenants will not exercise such right, especially if rental rates stabilize or decline in the future or if economic conditions continue to deteriorate. In addition, we cannot predict at this time how Decree No. 70/2023 may affect our business, result of operations or financial condition.
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We may be liable for certain defects in our buildings.
The Argentine Civil and Commercial Code imposes liability for real estate developers, builders, technical project managers and architects in case of hidden defects in a property for a period of three years from the date title on the property is tendered to the purchaser, even when those defects did not cause significant property damage. If any defect affects the structural soundness or makes the property unfit for use, the liability term is ten years.
In our real estate developments, we usually act as developers and sellers while construction generally is carried out by third party contractors. Absent a specific claim, we cannot quantify the potential cost of any obligation that may arise as a result of a future claim, and we have not recorded provisions associated with them in our financial statements. If we were required to remedy any defects on completed works, our financial condition and results of operations could be adversely affected.
We could have losses if we have to resort to eviction proceedings in Argentina to collect unpaid rent because such proceedings are complex and time-consuming.
Although Argentine law permits filing of an executive proceeding to collect unpaid rent and a special proceeding to evict tenants, eviction proceedings in Argentina are complex and time-consuming. Historically, the heavy workloads of the courts and the numerous procedural steps required have generally delayed landlords’ efforts to evict tenants. Eviction proceedings generally take between six months and two years from the date of filing of the suit to the time of actual eviction.
Historically, we have sought to negotiate the termination of leases with defaulting tenants after the first few months of non-payment in an effort to avoid legal proceedings. Delinquency may increase significantly in the future, and such negotiations with tenants may not be as successful as they have been in the past. Moreover, new Argentine laws and regulations may forbid or restrict eviction, and in each such case they would likely have a material and adverse effect on our financial condition and results of operations.
Climate change may have adverse effects on our business.
We, our customers, and communities in which we operate, may be adversely affected by the physical risks of climate change, including increases in temperatures, sea levels, and the frequency and severity of adverse climatic events including fires, storms, floods and droughts. These effects, whether acute or chronic in nature, may directly impact us and our customers through disruptions to business and economic activity or impacts on income and asset values.
Climate change implies multiple drivers of financial risk that could adversely affect us:
| · | Transition risks: the move to a low-carbon economy, both at idiosyncratic and systemic levels -such as through policy, regulatory and technological changes, and business and consumers preferences- could increase our expenses and impact our strategies. |
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| · | Physical risks: discrete events, such as flooding and wildfires, and extreme weather impacts and longer-term shifts in climate patterns, such as extreme heat, sea level rise and more frequent and prolonged drought, which could result in financial losses that could impair asset values and the creditworthiness of our customers. Such events could disrupt our operations or those of our customers or third parties on which we rely and do business with. |
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| · | Liability risks: parties who may suffer losses from the effects of climate change may seek compensation from state entities, regulators, investors and lenders, among others. |
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| · | Credit risks: physical climate change could lead to increased credit exposure and companies with business models not aligned with the transition to a low-carbon economy may face a higher risk of reduced corporate earnings and business disruption due to new regulations or market shifts. |
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| · | Market and liquidity risks: market and liquidity changes in the most carbon-intensive sectors could affect energy and commodity prices, corporate bonds, equities and certain derivatives contracts. Increasing frequency of severe weather events could affect macroeconomic conditions, weakening fundamental factors such as economic growth, employment and inflation. Companies could face liquidity risks derived from cash outflows targeted to improve their reputation in the market or solve climate-related problems. |
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| · | Operational risks: severe weather events could directly impact business continuity and operations both of customers and ours operations. |
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| · | Regulatory compliance risks: increased regulatory compliance risk may result from the increasing pace, breadth and depth of regulatory expectations requiring implementation in short timeframes across multiple jurisdictions and from changes in public policy, laws and regulations in connection with climate change and related environmental sustainability matters. |
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| · | Conduct risks: increasing demand for “green” products where there are differing and developing standards or taxonomies. |
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| · | Reputational risk: our reputation and client relationships may be damaged as a result of our practices and decisions related to climate change, social and environmental matters, or to the practices or involvement of our clients vendors or suppliers, in certain industries or projects associated with causing or exacerbating climate change. |
Initiatives to mitigate or respond to climate change may impact market and asset prices, economic activity, and customer behavior, particularly in emissions intensive industry sectors and geographies affected by these changes. Any of the conditions described above, or failure to effectively manage and disclose these risks could adversely affect our business, prospects, reputation, financial performance or financial condition.
The recurrence of a credit crisis could have a negative impact on our major customers, which in turn could materially adversely affect our results of operations and liquidity.
Argentina is undergoing a credit crisis that could negatively impact our tenants’ ability to comply with their lease obligations. The impact of a future credit crisis on our major tenants cannot be predicted and may be quite severe. A disruption in the ability of our significant tenants to access liquidity could pose serious disruptions or an overall deterioration of their businesses, which could lead to a significant reduction in future orders of their products and their inability or failure to comply with their obligations, any of which could have a material adverse effect on our results of operations and liquidity.
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We are subject to risks inherent to the operation of office buildings that may affect our profitability.
Office buildings are exposed to various factors that may affect their development, administration and profitability, including the following factors:
| · | lower demand for office space as a consequence of the implementation of hybrid and home office work; |
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| · | a deterioration in the financial condition of our tenants that causes defaults under leases due to lack of liquidity, access to capital or for other reasons; |
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| · | difficulties or delays renewing leases or re-leasing space; |
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| · | decreases in rents as a result of oversupply, particularly offerings at newer or re-developed properties; |
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| · | competition from developers, owners and operators of office properties and other commercial real estate, including sublease space available from our tenants; |
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| · | maintenance, repair and renovation costs incurred to maintain the competitiveness of our office buildings; |
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| · | exchange controls that may interfere with their ability to pay rents that generally are pegged to the U.S. dollar; |
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| · | the consequences of a pandemic, epidemic or disease outbreak that would produce lower demand for offices spaces; and |
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| · | an increase in our operating costs, caused by inflation or by other factors could have a material adverse effect on us if our tenants are unable to pay higher rent as a result of increased expenses. |
The Company’s investment in property development and management activities may be less profitable than we anticipate.
We are engaged in the development and construction of properties to be used for office, residential or commercial purposes, shopping malls and residential complexes, in general through third-party contractors. Risks associated with our development, reconversion and construction activities include the following, among others:
| · | abandonment of development opportunities and renovation proposals; |
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| · | construction costs may exceed our estimates for reasons including higher interest rates or increases in the cost of materials and labor, making a project unprofitable; |
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| · | occupancy rates and rents at newly completed properties may fluctuate depending on a number of factors, including market and economic conditions, resulting in lower than projected rental revenue and a corresponding lower return on our investment; |
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| · | pre-construction buyers may default on their purchase contracts or units in new buildings may remain unsold upon completion of construction; |
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| · | lack of affordable financing alternatives in the private and public debt markets; |
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| · | sale prices of residential units may be insufficient to cover development costs; |
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| · | construction and lease commencements may not be completed on schedule, resulting in increased debt service expense and construction costs; |
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| · | failure or delays in obtaining necessary zoning, land-use, building, occupancy and other required governmental permits and authorizations, or building moratoria and anti-growth legislation; |
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| · | significant time lags between the commencement and completion of projects subjects us to greater risks due to fluctuation in the general economy; |
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| · | construction may be delayed because of a number of factors, including weather, strikes or delays in receipt of zoning or other regulatory approvals, or man-made or natural disasters, resulting in increased debt service expense and construction costs; |
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| · | changes in our tenants’ demand for rental properties outside of Buenos Aires; and |
We may incur capital expenditures that require considerable time and effort and which may never be completed due to government restrictions or overall market conditions.
In addition, we may face claims for the enforcement of labor laws in Argentina. Many companies hire personnel from third parties that provide outsourced services, and sign indemnity agreements if labor claims from employees of such third parties arise. However, in recent years several courts have rejected the existence of independence in those labor relations and ruled that joint and several responsibilities by both companies.
While the Company’s policies with respect to expansion, renovation and development activities are intended to limit some of the risks otherwise associated with such activities, we are nevertheless subject to risks associated with property development, such as cost overruns, design changes and timing delays arising from a lack of availability of materials and labor, weather conditions and other factors outside of our control, as well as financing costs that, may exceed original estimates, possibly making the associated investment unprofitable. Any delays or unanticipated expenses could adversely affect the investment returns from these development projects and harm our operating results.
Greater than expected increases in construction costs could adversely affect the profitability of our new developments.
Our business activities include real estate developments. One of the main risks related to this activity corresponds to potential increases in construction costs, which may be driven by higher demand and new development projects in the shopping malls and buildings sectors. Increases higher than those included in the original budget may result in lower profitability than expected.
Profitability of real estate developments may also be impacted by failure to obtain financing on favorable terms, delays in construction, and failure to obtain necessary zoning, land use, building, occupancy and other required governmental permits and authorizations.
The increasingly competitive real estate sector in Argentina may adversely affect our ability to rent or sell office space and other real estate and may affect the sale and lease price of our premises.
Our real estate activities are highly concentrated in the Buenos Aires metropolitan area where the market is highly competitive due to a scarcity of properties in sought-after locations and an increasing number of local and international competitors. The Argentine real estate industry is highly competitive and fragmented and does not have high barriers to entry for new competitors. The main competitive factors in the real estate development business include availability and location of land, price, funding, design, quality, reputation and partnerships with developers. A number of residential and commercial developers and real estate service companies compete in identifying land acquisition opportunities, attracting financial resources, and appealing to prospective purchasers and tenants. Other companies, including joint ventures of foreign and local companies, have become increasingly active in the market, further increasing competition. If one or more of our competitors is able to acquire and develop desirable properties, because it has access to greater financial resources or otherwise, if we are unable to respond to such pressures as promptly as our competitors, or competition increases, our business and financial condition could be adversely affected.
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All of our shopping mall and commercial office properties are located in Argentina. There are other shopping malls and independent retail stores and residential properties that are within the geographic scope of each of our properties. The number of competing properties in a particular area could have a material adverse effect both on our ability to lease retail space in our shopping malls or sell units in our residential complexes and on the amount of rent or the sale price that we are able to charge. We cannot assure you that other shopping mall operators will not invest in Argentina in the near future. If additional competitors become active in the shopping mall segment, such competition could have a material adverse effect on our results of operations.
Substantially all of our offices and other non-shopping mall rental properties are located in developed urban areas. There are many office buildings, shopping malls, retail and residential premises in the areas where our properties are located. This is a highly fragmented market, and the abundance of comparable properties in our vicinity may adversely affect our ability to rent or sell office space and other real estate and may affect the sale and lease price of our premises. In the future, both national and foreign companies may participate in Argentina’s real estate development market, competing with us for business opportunities.
Some potential losses are not covered by insurance and certain kinds of insurance coverage may become prohibitively expensive.
We currently have insurance policies in place that cover potential risks such as civil liability, all operational risks (including, among others, fire, loss of profits, floods, natural events, and other material damages to our assets), and terrorism, in all of our properties. Although we believe the policy specifications and insured limits of these policies are customary, there are certain types of losses, such as leases and other contract claims and acts of war, that are generally not covered under the insurance policies offered in Argentina. In the event of a loss that was not insured or a loss in excess of insured limits, we could lose all or a portion of the capital we have invested in a property, as well as our anticipated future revenue. In such an event, we might nevertheless remain obligated for any mortgage debt or other financial obligations related to the property. We cannot assure you that material losses in excess of insurance proceeds will not occur in the future. If any of our properties were to experience a catastrophic loss, it could seriously disrupt our operations, delay revenues, and result in large expenses to repair or rebuild the property.
We have life or incapacity insurance for our employees. If any of our employees were to die or become disabled, we could experience losses caused by a disruption in our operations which will not be covered by insurance, and this could have a material adverse effect on IRSA’s financial condition and results of operations.
Moreover, we cannot assure that IRSA will be able to renew its insurance coverage in an adequate amount or at reasonable prices. It is possible that insurance companies no longer offer coverage for certain types of losses, or, if they do, these types of insurance may be prohibitively expensive.
An uninsured loss or a loss that exceeds policies on our properties could subject us to lost capital or revenue on those properties.
The terms of our standard form property leases currently in effect, require tenants to indemnify and hold us harmless from liabilities resulting from injury to persons or property at or outside the premises, due to activities conducted on the properties, except for claims arising from negligence or intentional misconduct of our agents. Tenants are generally required, at the tenant’s expense, to obtain and keep in full force during the term of the lease, liability insurance policies. we cannot provide assurance that our tenants will be able to properly maintain their insurance policies or have the ability to pay deductibles. If an uninsured loss occurs or a loss arises that exceeds the combined aggregate limits for the policies, or if a loss arises that is subject to a substantial deductible under an insurance policy, we could lose all or part of our capital invested in, and anticipated revenue from, one or more of our properties, which could have a material adverse effect on our business, financial condition and results of operations.
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Demand for our premium properties, aimed at high-income consumers, may not be sufficient.
We have focused on development projects that cater to affluent consumers and we have entered into property barter arrangements pursuant to which we contribute undeveloped land parcels to joint venture entities with developers who agree to deliver units at premium development locations in exchange for our land contribution. When the developers return these properties to us, demand for premium residential units could be significantly lower. In such case, we would be unable to sell these residential units at the estimated prices or time frame, which could have an adverse effect on our financial condition and results of operations.
The shift by consumers to purchasing goods over the internet, where barriers to entry are low, may negatively affect sales at our shopping malls.
In recent years, internet retail sales have grown significantly in Argentina, even though the market share of such sales is still modest. The Internet enables manufacturers and retailers to sell directly to consumers, diminishing the importance of traditional distribution channels such as retail stores and shopping malls. We believe that our target consumers are increasingly using the Internet, from home, work or elsewhere, to shop electronically for retail goods, and this trend is likely to continue. Retailers at our properties face increasing competition from online sales and this could cause the termination or non-renewal of their leases or a reduction in their gross sales, affecting our percentage rent based revenue. If e-commerce and retail sales through the Internet continue to grow, retailers’ and consumers’ reliance on our shopping malls could be materially diminished, having a material adverse effect on our financial condition, results of operations and business prospects.
We are subject to risks affecting the hotel industry.
The full-service segment of the lodging industry in which our hotels operate is highly competitive. The operational success of our hotels is highly dependent on our ability to compete in areas such as access, location, quality of accommodations, rates, quality food and beverage facilities and other services and amenities. Our hotels may face additional competition if other companies decide to build new hotels or improve their existing hotels to increase their attractiveness.
| · | In addition, the profitability of our hotels depends on: |
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| · | our ability to form successful relationships with international and local operators to run our hotels; |
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| · | changes in tourism and travel trends, including seasonal changes and changes due to pandemic outbreaks, such as the Influenza A Subtype H1N1 and Zika viruses, a potential Ebola outbreak, Covid-19, monkeypox, among others, or weather phenomenons or other natural events, such as the eruption of the Puyehué and the Calbuco volcano in June 2011 and April 2015, respectively; |
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| · | affluence of tourists, which can be affected by a slowdown in global and local economy; and |
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| · | taxes and governmental regulations affecting wages, prices, interest rates, construction procedures and costs. |
Our business is subject to extensive regulation and additional regulations may be imposed in the future.
Our activities are subject to Argentine federal, state and municipal laws, and to regulations, authorizations and licenses required with respect to construction, zoning, use of the soil, environmental protection and historical landmark preservation, consumer protection, antitrust and other requirements, all of which affect our ability to acquire land, buildings and shopping malls, develop and build projects and negotiate with customers. In addition, companies in this industry are subject to increasing tax rates, the introduction of new taxes and changes in the taxation regime. We are required to obtain permits from different government agencies in order to carry out our projects. Maintaining our licenses and authorizations can be costly. If we fail to comply with such laws, regulations, licenses and authorizations, we may face fines, project shutdowns, and cancellation of licenses and revocation of authorizations.
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Antitrust laws in Argentina could limit our ability to expand our business through acquisitions or joint ventures. Argentine antitrust laws contain provisions that require authorization by the antitrust authorities in those countries for the acquisition of, or entering into joint venture agreements with, companies with a relevant market share.
In addition, public agencies may issue new and stricter standards, or enforce or construe existing laws and regulations in a more restrictive manner, which may force us to incur expenditures in order to comply. Development activities are also subject to risks of potential delays in or an inability to obtain all necessary zoning, environmental, land-use, development, building, occupancy and other permits and authorizations. Any such delays or failures to obtain such government approvals may have an adverse effect on our business.
In the past, the Argentine Government issued regulations regarding leases in response to housing shortages, high rates of inflation and difficulties in accessing credit. Such regulations limited or prohibited increases on rental prices and prohibited eviction of tenants, even for failure to pay rent. Most of our leases provide that tenants pay all costs and taxes related to their respective leased areas. In the event of a significant increase in such costs and taxes, the Argentine Government may respond to political pressure to intervene by regulating this practice, thereby negatively affecting our rental income. We cannot assure you that the Argentine Government will not impose similar or other regulations in the future. Changes in existing laws or the enactment of new laws governing the ownership, operation or leasing of shopping malls and office properties in Argentina could negatively affect the real estate and the rental market and materially and adversely affect our operations and financial condition.
Labor relations may negatively impact us.
As of June 30, 2024, 69.8% of our workforce was represented by unions under collective bargaining agreements. Although we currently enjoy good relations with our employees and their unions, we cannot assure you that labor relations will continue to be positive or that deterioration in labor relations will not materially and adversely affect us.
Our results of operations include unrealized revaluation adjustments on investment properties, which may fluctuate significantly over financial periods and may materially and adversely affect our business, results of operations and financial condition.
During the year ended June 30, 2024, we had fair value loss on investment properties of ARS 350,591 million. Although the upward or downward revaluation adjustments reflect unrealized capital gains or losses on our investment properties during the relevant periods, the adjustments do not reflect the actual cash flow or profit or losses generated from the sales or rental of our investment properties. Unless such investment properties are disposed of at similarly revalued amounts, we will not realize the actual cash flow. The amount of revaluation adjustments has been, and will continue to be, significantly affected by the prevailing property markets and macroeconomic conditions prevailing in Argentina and will be subject to market fluctuations in those markets.
We cannot guarantee whether changes in market conditions will increase, maintain or decrease the historical average fair value gains on our investment properties or at all. In addition, the fair value of our investment properties may materially differ from the amount we receive from any actual sale of an investment property. If there is any material downward adjustment in the revaluation of our investment properties in the future or if our investment properties are disposed of at significantly lower prices than their valuation or appraised value, our business, results of operations and financial condition may be materially and adversely affected.
Due to the currency mismatches between our assets and liabilities, we have high currency exposure.
As of June 30, 2024, the majority of our liabilities, such as our Series XIV, XV, XVI, XVII, XVIII and XX Notes, were denominated in U.S. dollars while the Company’s revenues are mainly denominated in Pesos. This currency gap mainly affects our operational flows to pay interests of our U.S. dollar denominated debt, considering our assets are transacted in U.S dollars. In addition, restrictions to access to MULC to acquire the required U.S. dollars to pay our U.S. dollar denominated debt or future regulations that may be enacted establishing a different exchange rate (higher than the current official exchange rate) to convert the Pesos into U.S. dollars exposes us to a risk of volatility, which may adversely affect our financial results if the U.S. dollar appreciates against the Peso and may affected our ability to pay interests of our U.S. dollar denominated debt. Any depreciation of the Peso against the U.S. dollar increases the nominal amount of our debt in Pesos, which further adversely affects the results of our operations and financial conditions and may increase the collection risk of our leases and other receivables from our tenants and mortgages, most of which generate Peso denominated revenue.
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We issue debt in the local and international capital markets as one of our main sources of funding and our capacity to successfully access the local and international markets on favorable terms affects our cost of funding.
Our ability to successfully access the local and international capital markets on acceptable terms depends largely on capital markets conditions prevailing in Argentina and internationally. We have no control over capital markets conditions, which can be volatile and unpredictable. If we are unable to issue debt in the local and/or international capital markets and on terms acceptable to us, whether as a result of regulations and foreign exchange restrictions, a deterioration in capital markets conditions or otherwise, we would likely be compelled to seek alternatives for funding, which may include short-term or more expensive funding sources. If this were to happen, we may be unable to fund our liquidity needs at competitive costs and our business results of operations and financial condition may be materially and adversely affected.
Cybersecurity events could negatively affect our reputation, our financial condition and our results of operations.
We rely on the efficient and uninterrupted operation of our platforms, data processing networks, communication, and internet-based information exchange. We have access to large amounts of information and control a substantial amount of assets through online platforms. Therefore, a cybersecurity breach represents a significant risk for us.
Although our operations do not rely exclusively on the internet, cybersecurity remains a critical risk for the Company. We depend on digital systems to manage financial, operational and administrative information. These systems can be subject to cyber intrusions, viruses, ransomware, denial-of-service attacks, phishing, identity theft, and other disruptions that could affect our operations and cause financial losses or damage to our reputation.
We have implemented robust security measures, including multi-factor authentication and constant cybersecurity monitoring in our environment, to protect information and systems. We also raise awareness among our employees about cybersecurity practices to reduce risks. Despite these efforts, we cannot guarantee that our systems are completely free of vulnerabilities.
In the event of a significant cyberattack, we could face disruptions in our operations, fraud, or theft of sensitive information that negatively affect our financial situation and shareholder confidence. Additionally, insurance coverage may not be sufficient to cover all potential losses, which could have a negative impact on our business.
Although we intend to continue implementing and updating our security technology devices and operational procedures to prevent cybersecurity damage, it is possible that our systems are not free of vulnerabilities and that these security countermeasures could be defeated. If any of these events occur, our reputation could be damaged, affecting our business, as well as our results of operations and financial condition.
Property ownership through joint ventures or investees may limit our ability to act exclusively in our interest.
We develop and acquire properties in joint ventures with other persons or entities or make minority investments in entities when we believe circumstances warrant the use of such structures.
As of June 30, 2024, we own 50% of the equity of Puerto Retiro and 50% of the equity of Cyrsa S.A. In the Hotel segment, IRSA owns 50% of the equity of Hotel Llao Llao and the other 50% is owned by the Sutton Group. In the Shopping Malls segment IRSA owns 50% of the equity of Nuevo Puerto Santa Fe S.A., which is the tenant of a building in which it built and currently operates “La Ribera” shopping mall.
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In addition, as of June 30,2024, we hold approximately 29.9% of the equity of Banco Hipotecario, of which the Argentine Government is the controlling shareholder.
We could engage in a dispute with one or more of our joint venture partners or controlling shareholders in an investment that might affect our ability to operate a jointly-owned property. Moreover, our joint venture partners or controlling shareholders in an investment may, at any time, have business, economic or other objectives that are inconsistent with our objectives, including objectives that relate to the timing and terms of any sale or refinancing of a property. For example, the approval of certain of our investors is required with respect to operating budgets and refinancing, encumbering, expanding or selling any of these properties. In some instances, our joint venture partners or controlling shareholders in an investment may have competing interests in their markets that could create conflicts of interest. If the objectives of our joint venture partners or controlling shareholder in an investment are inconsistent with our own objectives, we will not be able to act exclusively in our interests.
If one or more of the investors in any of our jointly owned properties were to experience financial difficulties, including bankruptcy, insolvency or a general downturn of business, there could be an adverse effect on the relevant property or properties and in turn, on our financial performance. Should a joint venture partner or controlling shareholder in an investment declare bankruptcy, we could be liable for our partner’s common share of joint venture liabilities or liabilities of the investment vehicle.
We are dependent on our Board of Directors, senior management and other key personnel.
Our success, to a significant extent, depends on the continued employment of Eduardo S. Elsztain and certain other members of our Board of Directors and senior management, who have significant expertise and knowledge of our business and industry. The loss or interruption of their services for any reason could have a material adverse effect on our business and results of operations. Our future success also depends in part upon our ability to attract and retain other highly qualified personnel. We cannot assure you that we will be successful in hiring or retaining qualified personnel, or that any of our personnel will remain employed by us, which may have a material adverse effect on our financial condition and results of operations.
We may face potential conflicts of interest relating to our principal shareholders.
Our largest beneficial owner is Mr. Eduardo S. Elsztain, according to his indirect shareholding through CRESUD. As of June 30, 2024, such beneficial ownership consisted of 422,460,367 common shares held by CRESUD. Conflicts of interest between our management and that of our related companies may arise in connection with the performance of their respective business activities. As of June 30, 2024, Mr. Eduardo S. Elsztain also beneficially owned approximately 57.0% of our common shares. We cannot assure you that our principal shareholders and our affiliates will not limit or cause us to forego business opportunities that our affiliates may pursue or that the pursuit of other opportunities will be in our interest.
Risks Relating to our Investment in Banco Hipotecario
The stability of the financial system depends upon the ability of financial institutions, including Banco Hipotecario, to maintain and increase the confidence of depositors.
As of June 30, 2024, IRSA owned approximately 29.9% of the outstanding capital stock of Banco Hipotecario. Banco Hipotecario’s assets as of such date were ARS 2,281,942 million. All of Banco Hipotecario’s operations, properties and customers are located in Argentina. Accordingly, the quality of Banco Hipotecario’s loan portfolio, financial condition and results of operations depend on economic, regulatory and political conditions prevailing in Argentina. These conditions include growth rates, inflation rates, exchange rates, changes to interest rates, changes to government policies, social instability and other political, economic or international developments either taking place in, or otherwise affecting, Argentina.
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In the event that depositors are unable to freely withdraw their money from banks in the future, there may be a substantial negative impact on the manner in which financial institutions, including Banco Hipotecario, conduct their business, and on their ability to operate as financial intermediaries. Loss of confidence in the international financial markets may also adversely affect the confidence of Argentine depositors in local banks.
In the case of an adverse economic situation, even if it is not related to the financial system, could trigger a massive withdrawal of capital from local banks by depositors, as an alternative to protect their assets from potential crises. Any massive withdrawal of deposits could cause liquidity issues in the financial sector and, consequently, a contraction in credit supply.
The occurrence of any of the above could have a material and adverse effect on Banco Hipotecario’s expenses and business, results of operations and financial condition.
The asset quality of financial institutions is exposed to the non-financial public sector and Central Bank’s indebtedness.
Financial institutions carry significant portfolios of bonds issued by the Argentine Government and by provincial governments as well as loans granted to these governments. According to the Banks Report published by the Central Bank, loans to the public sector represent 36.9% of the financial sector's assets as of June 2024.
In addition, financial institutions currently carry securities issued by the Central Bank in their portfolios, which generally are short-term. As of June 30, 2024, Banco Hipotecario’s total exposure to the public sector was ARS 1,237,589 million, which represented 57.8% of its assets as of that date, and the total exposure to securities issued by the Central Bank was ARS 182,734 million, which represented 8.5% of its total assets as of June 30, 2024.
Banco Hipotecario could suffer losses in its investment portfolios due to volatility in the capital markets and in the exchange rate, which could significantly affect Banco Hipotecario's financial condition and results of operations.
Banco Hipotecario could suffer losses related to its U.S. dollar investments due to changes in market prices, defaults, fluctuations in market interest rates and exchange rates, changes in the market perception of the credit quality of both public sector instruments and private issues, or other reasons. A decline in the performance of the capital markets may cause Banco Hipotecario to record net losses due to a decrease in the value of its investment portfolios, in addition to losses from trading positions caused by volatility in financial market prices, even in the absence of a general economic downturn. Any of these losses could have a material adverse effect on Banco Hipotecario's financial condition and results of operations.
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Potential Adverse Effects of Consumer Protection Law and Class Actions on Banco Hipotecario.
Law No. 24,240 (the “Consumer Protection Law”) and its amendments, along with the Credit Card Law and Central Bank regulations, establish rules aimed at protecting consumers, including Banco Hipotecario’s customers. The Argentine Civil and Commercial Code also includes provisions that favor consumers. The increasing enforcement of these laws by authorities and courts could negatively affect Banco Hipotecario's ability to collect payments, thereby impacting its operating results.
Additionally, class actions against financial institutions, supported by the Argentine Constitution and the Consumer Protection Law, have increased in Argentina. Despite the lack of clear procedural rules, courts have admitted class actions in several cases involving financial institutions, such as claims over interest rates or product charges. If these claims succeed, they could negatively impact the profitability of Banco Hipotecario and the financial system as a whole.
Banco Hipotecario operates in a highly regulated environment and its operations are subject to capital controls regulations adopted by several regulatory agencies.
Financial institutions are subject to a major number of regulations concerning functions historically determined by the Central Bank and other regulatory authorities. The Central Bank may penalize Banco Hipotecario and its directors, members of the Executive Committee and members of its Supervisory Committee, in the event of any breach of the applicable regulation. Potential sanctions, for any breach of the applicable regulations, may vary from administrative and/or disciplinary penalties to criminal sanctions. Similarly, the CNV, which authorizes securities offerings and regulates the capital markets in Argentina, has the authority to impose sanctions on us and Banco Hipotecario’s Board of Directors for breaches of corporate governance established in the capital markets laws and the CNV Rules. The UIF regulates matters relating to the prevention of asset laundering and has the ability to monitor compliance with any such regulations by financial institutions and, eventually, impose sanctions.
We cannot assure you whether such regulatory authorities will commence proceedings against Banco Hipotecario, its shareholders, directors or its Supervisory Committee, or penalize Banco Hipotecario. Banco Hipotecario has adopted “Know Your Customer” and other policies and procedures to comply with its duties under currently applicable rules and regulations.
In addition to regulations specific to the banking industry, Banco Hipotecario is subject to a wide range of federal, provincial and municipal regulations and supervision generally applicable to businesses operating in Argentina, including laws and regulations pertaining to labor, social security, public health, consumer protection, the environment, competition and price controls. We cannot assure you that existing or future legislation and regulation will not require material expenditures by Banco Hipotecario or otherwise have a material adverse effect on Banco Hipotecario’s consolidated operations.
Increased competition and M&A activities in the banking industry may adversely affect Banco Hipotecario.
Banco Hipotecario foresees increased competition in the banking sector. If the trend towards decreasing spreads is not offset by an increase in lending volumes, the ensuing losses could lead to mergers in the industry. These mergers could lead to the establishment of larger, stronger banks with more resources than us. Therefore, although the demand for financial products and services in the market continues to grow, competition may adversely affect Banco Hipotecario’s results of operations, resulting in shrinking spreads and commissions.
Future governmental measures may adversely affect the economy and the operations of financial institutions.
We cannot assure you that the laws and regulations currently governing the economy or the banking sector will remain unaltered in the future or that any such changes will not adversely affect Banco Hipotecario’s business, financial condition or results of operations and Banco Hipotecario’s ability to honor its debt obligations in foreign currency.
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If the law currently in force were to be comprehensively modified, the financial system as a whole could be substantially and adversely affected. If any of these legislative bills were to be enacted or if the Financial Institutions Law were amended in any other way, the impact of the subsequent amendments to the regulations on the financial institutions in general, Banco Hipotecario’s business, its financial condition and the results of operations is uncertain.
The option to discharge in Pesos a foreign currency obligation may be waived by the debtor is still under discussion. In recent years some court decisions have established the obligation to pay in foreign currency when it was so freely agreed by the parties. We are not able to ensure that any current or future laws and regulations (including, in particular, the amendment to the Financial Institutions Law and the amendment to the Central Bank’s charter) will not result in significant costs to Banco Hipotecario, or will otherwise have an adverse effect on Banco Hipotecario’s operations.
The exposure of Banco Hipotecario to individual borrowers could lead to higher levels of past due loans, allowances for loan losses and charge-offs.
A substantial portion of Banco Hipotecario’s loan portfolio consists of loans to individual customers in the lower-middle to middle income segments of the Argentine population. The quality of Banco Hipotecario’s portfolio of loans to individuals is dependent to a significant extent on economic conditions prevailing from time to time in Argentina. Lower-middle to middle income individuals are more likely to be exposed to and adversely affected by adverse developments in the Argentine economy than corporations and high-income individuals. As a result, lending to these segments represents higher risk than lending to such other market segments. Consequently, Banco Hipotecario may experience higher levels of past due amounts, which could result in higher provisions for loan losses. Therefore, there can be no assurance that the levels of past due amounts and subsequent charge-offs will not be materially higher in the future.
An increase in fraud or transaction errors may adversely affect Banco Hipotecario.
As with other financial institutions, Banco Hipotecario is susceptible to, among other things, fraud by employees or outsiders, unauthorized transactions by employees and other operational errors (including clerical or record keeping errors and errors resulting from faulty computer or telecommunications systems). Given the high volume of transactions that may occur at a financial institution, errors could be repeated or compounded before they are discovered and remedied. In addition, some of our transactions are not fully automated, which may further increase the risk that human error or employee tampering will result in losses that may be difficult to detect quickly or at all. Losses from fraud by employees or outsiders, unauthorized transactions by employees and other operational errors might adversely affect Banco Hipotecario’s reputation, business, the results of operations and financial condition.
Risks Relating to our GDSs and the Common Shares
Shares eligible for sale could adversely affect the price of our common shares and GDSs.
The market prices of our common shares and GDS could decline as a result of sales by our existing shareholders of common shares or GDSs in the market, or the perception that these sales could occur. These sales also might make it difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate.
The GDSs are freely transferable under U.S. securities laws, including common shares sold to our affiliates. CRESUD, which as of June 30, 2024, owned approximately 55.4% (without considering treasury shares) of our common shares (or approximately 397,831,498 common shares which may be exchanged for an aggregate of 39,783,149 GDSs), is free to dispose of any or all of its common shares or GDSs at any time in its discretion. Sales of a large number of our common shares and/or GDSs would likely have an adverse effect on the market price of our common shares and GDSs.
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If we issue additional equity securities in the future, you may suffer dilution, and trading prices for our equity securities may decline.
We may issue additional shares of our common stock for financing future acquisitions or new projects or for other general corporate purposes. Any such issuance could result in a dilution of your ownership stake and/or the perception of any such issuances could have an adverse impact on the market price of the GDSs.
We are subject to certain different corporate disclosure requirements and accounting standards than domestic issuers of listed securities in the United States.
There is less publicly available information about the issuers of securities listed on the Argentine stock exchanges than information publicly available about domestic issuers of listed securities in the United States and certain other countries.
Although the GDSs are listed on the NYSE, as a foreign private issuer we are able to rely on home country governance requirements rather than relying on the NYSE corporate governance requirements. See “Item 16.G. Corporate Governance—Compliance with NYSE listing standards on corporate governance.” Additionally, as a foreign private issuer, we are exempt from certain rules under the Exchange Act including (i) the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act; (ii) the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and (iii) the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q containing unaudited financial and other specified information, or current reports on Form 8-K, upon the occurrence of specified significant events. In addition, foreign private issuers are not required to file their Annual Report on Form 20-F until four months after the end of each fiscal year, while United States domestic issuers that are accelerated filers are required to file their Annual Report on Form 10-K within 75 days after the end of each fiscal year. Foreign private issuers are also exempt from the Regulation Fair Disclosure, aimed at preventing issuers from making selective disclosures of material information. As a result of the above, you may not have the same protections afforded to shareholders companies that are not foreign private issuers.
Investors may not be able to effect service of process within the United States, limiting their recovery of any foreign judgment.
We are a publicly held corporation (sociedad anónima) organized under the laws of Argentina. Most of our directors and our senior managers are located in Argentina. As a result, it may not be possible for investors to effect service of process within the United States upon us or such persons or to enforce against us or them in United States courts judgments obtained in such courts predicated upon the civil liability provisions of the United States federal securities laws. We have been advised by our Argentine counsel, Zang, Bergel & Viñes, that there is doubt whether the Argentine courts will enforce, to the same extent and in as timely a manner as a United States or foreign court, an action predicated solely upon the civil liability provisions of the United States federal securities laws or other foreign regulations brought against such persons or against us.
If we are considered to be a passive foreign investment company for United States federal income tax purposes, United States holders of our common shares or GDSs would suffer negative consequences.
Based on the past and projected composition of our income and assets and the valuation of our assets, including goodwill, we do not believe we were a passive foreign investment company (a “PFIC”) for United States federal income tax purposes for the taxable year ending June 30, 2024, and do not currently expect to become a PFIC, although there can be no assurance in this regard. The determination of whether we are a PFIC is made annually. Accordingly, it is possible that we may be a PFIC in the current or any future taxable year due to changes in our asset or income composition or if our projections are not accurate. The volatility and instability of Argentina’s economic and financial system may substantially affect the composition of our income and assets and the accuracy of our projections. In addition, this determination is based on the interpretation of certain United States Treasury regulations relating to rental income, which regulations are potentially subject to different interpretations. If we become a PFIC, U.S. Holders (as defined in “Item 10. Additional Information—E. Taxation—United States Taxation”) of our common shares or GDSs will be subject to certain United States federal income tax rules that have negative consequences for them, as well as reporting requirements. See “Item 10. F—Additional Information—E. Taxation—United States Taxation—Passive Foreign Investment Company” for a more detailed discussion of the consequences if we are deemed a PFIC. You should consult your own tax advisors regarding the application of the PFIC rules to your particular circumstances.
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Changes in Argentine tax laws may affect the tax treatment of our common shares or GDSs.
Law No. 26,893, which amended Law No. 20,628 (the “Income Tax Law”), was enacted on September 12, 2013, and published in the Official Gazette on September 23, 2013. According to the amendments, the distribution of dividends by an Argentine corporation was subject to income tax at a rate of 10.0%, unless such dividends were distributed to Argentine corporate entities.
The dividend tax was repealed by Law No. 27,260, published in the Official Gazette on July 22, 2016, and consequently no income tax withholding was applicable on the distribution of dividends in respect of both Argentine and non-Argentine resident shareholders, except when dividends distributed were greater than the income determined according to the application of the Income Tax Law, accumulated at the fiscal year immediately preceding the year in which the distribution is made. In such case, the excess was subject to a rate of 35%, for both Argentine and non-Argentine resident shareholders. This treatment still applies to dividends to be distributed at any time out of retained earnings accumulated until the end of the last fiscal year starting before January 1, 2018.
However, pursuant to Law No. 27,430, as amended by Law No. 27,541 and Law No. 27,630, dividends distributed out of earnings accrued in fiscal years starting on or after January 1, 2018, and other profits paid in cash or in kind —except for stock dividends or quota dividends— by companies and other entities incorporated in Argentina referred to in the Income Tax Law, to Argentine resident individuals, resident undivided estates and foreign beneficiaries are subject to income tax at a 7% rate on profits accrued in fiscal years starting on January 1, 2018 and onwards. If dividends are distributed to Argentine corporate taxpayers (in general, entities organized or incorporated under Argentine law, certain traders and intermediaries, local branches of foreign entities, sole proprietorships and individuals carrying on certain commercial activities in Argentina), no dividend tax would apply.
In addition, capital gains originated from the disposal of shares and other securities, including securities representing shares and deposit certificates, are subject to capital gains tax. Law No. 27,430 effective as of January 1, 2018, provides that capital gains obtained by Argentine resident individuals from the disposal of shares and GDSs are exempt from capital gains tax in the following cases: (i) when the shares are placed through a public offering authorized by the CNV, (ii) when the shares are traded in stock markets authorized by the CNV, under segments that ensure priority of price-time and interference of offers, and/or (iii) when the sale, exchange or other disposition of shares is made through an initial public offering and/or exchange of shares authorized by the CNV.
Such law also provides that the capital gains tax applicable to non-residents for transactions entered into until December 30, 2017 is still due, although no taxes will be claimed to non-residents with respect to past sales of Argentine shares or other securities traded in the CNV’s authorized markets (such as GDSs) as long as the cause of the non-payment was the absence of regulations stating the mechanism of tax collection at the time the transaction was closed. The AFIP’s General Resolution No. 4,227, which came into effect on April 26, 2018, sets forth the procedures through which the income tax should be paid to the AFIP. The payment of capital gains tax applicable for transactions entered into before December 30, 2017 was due on June 11, 2018.
In addition, Decree No. 824/2019, published in the Official Gazette on December 6, 2019 and which introduced the new consolidated text of the Income Tax Law, maintains the 15% capital gains tax (calculated on the actual net gain or a presumed net gain equal to 90% of the sale price) on the disposal of shares or securities by non-residents. However, non-residents are exempt from the capital gains tax on gains obtained from the sale of (a) Argentine shares in the following cases: (i) when the shares are placed through a public offering authorized by the CNV, (ii) when the shares were traded in stock markets authorized by the CNV, under segments that ensure priority of price-time and interference of offers, and/or (iii) when the sale, exchange or other disposition of shares is made through an initial public offering and/or exchange of shares authorized by the CNV; and (b) depositary shares or depositary receipts issued abroad, when the underlying securities are shares (i) issued by Argentine companies, and (ii) with authorization of public offering. The exemptions will only apply to the extent the foreign beneficiaries reside in, and the funds used for the investment proceed from jurisdictions not considered as not cooperating for purposes of fiscal transparency.
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In case the exemption is not applicable and, to the extent foreign beneficiaries neither reside in, nor the funds arise from, jurisdictions considered as not cooperating for purposes of fiscal transparency, the gain realized from the disposition of shares would be subject to Argentine income tax at a 13.5% effective rate on the gross price. In case such foreign beneficiaries reside in, or the funds arise from, jurisdictions considered as not cooperating for purposes of fiscal transparency, a 31.5% effective rate on the gross price should apply.
Therefore, holders of our common shares, including in the form of GDSs, are encouraged to consult their tax advisors as to the particular Argentine income tax consequences under their specific facts.
Holders of the GDS may be unable to exercise voting rights with respect to the common shares underlying their GDSs.
As a holder of GDS, we will not treat you as one of our shareholders and you will not have shareholder rights. The depositary will be the holder of the common shares underlying your GDSs and holders may exercise voting rights with respect to the common shares represented by the GDSs only in accordance with the deposit agreement relating to the GDSs. There are no provisions under Argentine law or under our bylaws that limit the exercise by GDS holders of their voting rights through the depositary with respect to the underlying common shares. However, there are practical limitations on the ability of GDS holders to exercise their voting rights due to the additional procedural steps involved in communicating with these holders. For example, holders of our common shares will receive notice of shareholders’ meetings through publication of a notice in the CNV’s website, an Official Gazette in Argentina, an Argentine newspaper of general circulation and the bulletin of BASE, and will be able to exercise their voting rights by either attending the meeting in person or voting by proxy. GDS holders, by comparison, will not receive notice directly from us. Instead, in accordance with the deposit agreement, we will provide the notice to the GDS Depositary. If we ask the GDS Depositary to do so, the GDS Depositary will mail to holders of GDSs the notice of the meeting and a statement as to the manner in which instructions may be given by holders. To exercise their voting rights, GDS holders must then instruct the GDS Depositary as to voting the common shares represented by their GDSs. Under the deposit agreement, the GDS Depositary is not required to carry out any voting instructions unless it receives a legal opinion from us that the matters to be voted on would not violate our by-laws or Argentine law. We are not required to instruct our legal counsel to give that opinion. Due to these procedural steps involving the GDS Depositary, the process for exercising voting rights may take longer for GDS holders than for holders of common shares and common shares represented by GDSs may not be voted as you desire.
We are traded on more than one market and this may result in price variations; in addition, investors may not be able to easily move shares for trading between such markets.
In addition to the trading of our GDSs in the United States, our common shares are traded in Argentina. Trading the GDSs or our common shares on these markets will take place in different currencies (U.S. dollars on the NYSE and Pesos on ByMA), and at different times (resulting from different time zones, different trading days and different public holidays in the United States and Argentina). The trading prices of these securities on these two markets may differ due to these and other factors. Any decrease in the price of our common shares on ByMA could cause a decrease in the trading price of the GDSs on the NYSE. Investors could seek to sell or buy our shares to take advantage of any price differences between the markets through a practice referred to as arbitrage. Any arbitrage activity could create unexpected volatility in both our share prices on one exchange, and the GDSs available for trading on the other exchange. In addition, holders of GDSs will not be immediately able to surrender their GDSs and withdraw the underlying common shares for trading on the other market without effecting necessary procedures with the GDS Depositary. This could result in time delays and additional cost for holders of GDSs.
Under Argentine law, shareholder rights may be fewer or less well defined than in other jurisdictions.
Our corporate affairs are governed by our by-laws and by Argentine corporate law, which differ from the legal principles that would apply if we were incorporated in a jurisdiction in the United States, such as the States of Delaware or New York, or in other jurisdictions outside Argentina. In addition, your rights or the rights of holders of our common shares to protect your or their interests in connection with actions by our Board of Directors may be fewer and less well defined under Argentine corporate law than under the laws of those other jurisdictions. Although insider trading and price manipulation are illegal under Argentine law, the Argentine securities markets are not as highly regulated or supervised as the United States securities markets or markets in some other jurisdictions. In addition, rules and policies against self-dealing and regarding the preservation of shareholder interests may be less well defined and enforced in Argentina than in the United States, putting holders of our common shares and GDSs at a potential disadvantage.
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Restrictions on the movement of capital out of Argentina may impair your ability to receive dividends and distributions on, and the proceeds of any sale of, the common shares underlying the GDSs.
Over the last twenty years in Argentina exchange controls and transfer restrictions have been periodically imposed, substantially limiting the ability of companies to retain foreign currency or make payments abroad. Since 2019, new regulations have significantly curtailed access to the foreign exchange market by individuals and private sector entities.
In this regard, the Argentine Government imposed restrictions on the conversion of Argentine currency into foreign currencies and on the remittance to foreign investors of proceeds from their investments in Argentina. Argentine law currently permits the Argentine Government to impose these kind of restrictions temporarily in circumstances where a serious imbalance develops in Argentina’s balance of payments or where there are reasons to foresee such an imbalance. We cannot assure you that GDS Depositary for the GDSs may hold the Pesos it cannot convert for the account of the GDS holders who have not been paid. No assurance can be given that payments to non-resident investors will not suffer delays under the current foreign exchange market regulations or be subject to any additional restrictions, such as a different exchange rate to convert the Pesos into U.S dollars, that may be higher than the current official exchange rate. In this regard, we suggest consulting with the corresponding custodian banks about the exchange regulations applicable. For more information, please see “Item 10. Additional Information—D Exchange Controls.” and “Item 3. Key Information – D. Risk Factors.”
The protections afforded to minority shareholders in Argentina are different from and more limited than those in the United States and may be more difficult to enforce.
Under Argentine law, the protections afforded to minority shareholders are different from, and much more limited than, those in the United States and some other Latin American countries. For example, the legal framework with respect to shareholder disputes, such as derivative lawsuits and class actions, is less developed under Argentine law than under United States law as a result of Argentina’s short history with these types of claims and few successful cases. In addition, there are different procedural requirements for bringing these types of shareholder lawsuits. As a result, it may be more difficult for our minority shareholders to enforce their rights against us or our directors or controlling shareholder than it would be for shareholders of a United States company.
We may not pay any dividends.
In accordance with Argentine corporate law, we may pay dividends to shareholders out of net and realized profits, if any, as set forth in our Audited Consolidated Financial Statements prepared in accordance with IFRS Accounting Standards. The approval, amount and payment of dividends are subject to the approval by our shareholders at our annual ordinary shareholders meeting. The approval of dividends requires the affirmative vote of a majority of the shareholders entitled to vote present at the meeting. As a result, we cannot assure you that we will be able to generate enough net and realized profits so as to pay dividends or that our shareholders will decide that dividends will be paid.
Our ability to pay dividends is limited by law and our by-laws.
In accordance with Argentine corporate law, we may pay dividends in Pesos out of retained earnings and/or Other Reserves, if any, to the extent set forth in our Audited Consolidated Financial Statements prepared in accordance with IFRS Accounting Standards. Our shareholders’ ability to receive cash dividends may be limited by the ability of the GDS Depositary to convert cash dividends paid in Pesos into U.S. dollars. Under the terms of our deposit agreement with the depositary for the GDSs, to the extent that the depositary can in its judgment convert Pesos (or any other foreign currency) into U.S. dollars on a reasonable basis and transfer the resulting U.S. dollars to the United States, the depositary will promptly as practicable convert or cause to be converted all cash dividends received by it on the deposited securities into U.S. dollars. If in the judgment of the depositary this conversion is not possible on a reasonable basis (including as a result of applicable Argentine laws, regulations and approval requirements), the depositary may distribute the foreign currency received by it or in its discretion hold such currency uninvested for the respective accounts of the owners entitled to receive the same. As a result, if the exchange rate fluctuates significantly during a time when the depositary cannot convert the foreign currency, you may lose some or all of the value of the dividend distribution.
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You might be unable to exercise preemptive or accretion rights with respect to the common shares underlying your GDSs.
Under Argentine corporate law, if we issue new common shares as part of a capital increase, our shareholders will generally have the right to subscribe for a proportional number of common shares of the class held by them to maintain their existing ownership percentage, which is known as preemptive rights. In addition, shareholders are entitled to the right to subscribe for the unsubscribed common shares of either the class held by them or other classes which remain unsubscribed at the end of a preemptive rights offering, on a pro rata basis, which is known as accretion rights. Under the deposit agreement, the GDS Depositary will not exercise rights on your behalf or make rights available to you unless we instruct it to do so, and we are not required to give that instruction. In addition, you may not be able to exercise the preemptive or accretion rights relating to the common shares underlying your GDSs unless a registration statement under the Securities Act, as amended, is effective with respect to those rights or an exemption from the registration requirements of the Securities Act is available. We are not obligated to file a registration statement with respect to the common shares relating to these preemptive rights, and we cannot assure you that we will file any such registration statement. Unless we file a registration statement or an exemption from registration is available, you may receive only the net proceeds from the sale of your preemptive rights by the GDS Depositary or, if the preemptive rights cannot be sold, they will be allowed to lapse. As a result, U.S. holders of common shares or GDSs may suffer dilution of their interest in our company upon future capital increases.
Our shareholders may be subject to liability for certain votes of their securities.
Our shareholders are not liable for our obligations. Instead, shareholders are generally liable only for the payment of the shares they subscribe to. However, shareholders who have a conflict of interest with us and do not abstain from voting may be held liable for damages to us, but only if the transaction would not have been approved without such shareholders’ votes. Furthermore, shareholders who willfully or negligently vote in favor of a resolution that is subsequently declared void by a court as contrary to LGS or our bylaws may be held jointly and severally liable for damages to us or to other third parties, including other shareholders.
Our warrants are exercisable under limited circumstances and will expire.
On May 12, 2021, we issued an aggregate of 80,000,000 warrants to purchase 80,000,000 of our common shares, and will expire on May 12, 2026. Each warrant will be exercisable only if the common share rights or GDS rights to which such warrant relates have been exercised, and such warrant will be exercisable after 90 days following its issuance during the nine-day period from and including the 17th through the 25th day of each February, May, September and November, on the day prior to their expiration and on their expiration date (to the extent such dates are business days in New York City and Buenos Aires, Argentina). As of the date of this Annual Report, there are 71,510,561 warrants outstanding.
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ITEM 4. Information on the Company
A. History and Development of the Company
General Information
Our legal and commercial name is IRSA Inversiones y Representaciones Sociedad Anónima. We were incorporated and organized on April 30, 1943, under Argentine law as a stock corporation (sociedad anónima), and we were registered with the IGJ on June 23, 1943, under number 284, on page 291, book 46 of volume A. Pursuant to our bylaws, our term of duration expires on April 5, 2043.
Our common shares are listed and traded on the ByMA and our GDSs representing our common shares are listed on the NYSE. Our headquarters are located at Carlos M. Della Paolera 261, 9th Floor, City of Buenos Aires (C1001ADA), Argentina. Our telephone is +54 (11) 4323-7400. Our website is www.irsa.com.ar. Information contained in or accessible through our website is not a part of this Annual Report. We assume no responsibility for the information contained on these sites.
Our depositary agent for the GDSs in the United States is The Bank of New York Mellon whose address is 240 Greenwich Street, New York, NY 10286, and whose telephone numbers are +1-888-BNY-ADRS (+1-888-269-2377) for U.S. calls and +1-201-680-6825 for calls outside U.S.
History
IRSA Inversiones y Representaciones Sociedad Anónima, which was founded in 1943, is one of Argentina’s leading real estate companies and the only Argentine real estate company whose shares are listed both on ByMA and on the NYSE.
Since 1994, our main subsidiary was IRSA CP. During our fiscal year ended June 30, 2022, we underwent a reorganization process pursuant to which IRSA CP merged into IRSA, by way of absorption by IRSA of IRSA CP, and IRSA assumed, by universal succession, all of the assets and liabilities and succeed to all of the rights and obligations of IRSA CP with an effective date as of July 1, 2021. The merger of IRSA CP with IRSA as surviving corporation was duly registered by the corresponding Argentine control authorities on April 27, 2022.
Shopping Malls
We are engaged in the acquisition, development and management of shopping malls. Since 1994, we have expanded our real estate activities in the shopping mall segment, through the acquisition and development of shopping malls.
As of June 30, 2024, we own 15 shopping malls in Argentina: Alto Palermo, Abasto Shopping, Alto Avellaneda, Alcorta Shopping, Patio Bullrich, Dot Baires Shopping, Soleil Premium Outlet, Distrito Arcos, Alto NOA Shopping, Alto Rosario Shopping, Mendoza Plaza Shopping, Córdoba Shopping Villa Cabrera, La Ribera Shopping, Alto Comahue Shopping and Patio Olmos (operated by a third party), totaling 336,545 sqm of GLA.
Offices
We own, develop and manage office buildings throughout Argentina.
During 2005, attractive prospects in office business led us to initiate the investment in this segment, through the acquisition of premium buildings.
In 2007, through Panamerican Mall S.A. (“Pamsa”), we started the construction of one of our most important projects called “Polo Dot,” a shopping mall, an office building and different plots of land to develop three additional buildings. This project is located in the Saavedra neighborhood, at the intersection of General Paz Avenue and the Panamerican Highway. First, the shopping mall Dot Baires was developed and opened in May 2009 and then the office building was opened in July 2010, which marked the beginning of our operations in the growing corridor of rental offices located in the North Zone of Buenos Aires. In addition, on June 5, 2017, we reported the acquisition of the historic Philips Building, adjacent to the Dot Baires Shopping Mall, located in the Saavedra neighborhood in the City of Buenos Aires. It has 4 office floors, a total GLA of approximately 8,017 sqm which has a remaining construction capacity of approximately 20,000 sqm. Likewise, through Pamsa, we developed the Zetta building, A+, which was inaugurated in May 2019, it has 11 office floors with a profitable area of 32,173 sqm, fully leased at the opening date, and obtained the LEED Gold Core & Shell certification.
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On April 29, 2021, we concluded the construction and inaugurated a new office development in Buenos Aires, named “261 Della Paolera”, a AAA-rated office building located in Catalinas, a premium corporate area in Argentina. This 30-story building has a total GLA of 35,000 sqm, 318 parking spaces, services and amenities and obtained the LEED Gold Core & Shell certification. As of June 30, 2024, we own 4,937 sqm. The building is equipped with the latest technology and designed to promote an agile and collaborative working environment.
As of June 30, 2024, we own a participation in five office buildings of rental office property totaling 59,348 sqm of GLA.
Hotels
In 1997, we entered the hotel market through the acquisition of a 50% interest in the Llao Llao Hotel in Bariloche Province of Rio Negro and 76.3% in the Intercontinental Hotel in the City of Buenos Aires. In 1998, we also acquired Libertador Hotel in the City of Buenos Aires and subsequently sold a 20% interest in it to an affiliate of Sheraton Hotels, and during the fiscal year 2019, we re-acquired the 20% interest to obtain 100% of the capital of Hoteles Argentinos S.A.U and began to operate the hotel directly under the name “Libertador”.
Sales and Developments
Since 1996, we have also expanded our operations to the residential real estate market through the development and construction of apartment tower complexes in the City of Buenos Aires and through the development of private residential communities in the greater Buenos Aires area.
We own an important 70-hectare property facing the Río de la Plata in the south of Puerto Madero, 10 minutes from the central area of Buenos Aires, denominated “Ramblas del Plata”, previously known as “Costa Urbana” or “Solares de Santa María”. The Company will have a construction capacity of approximately 866,806 sqm, which is expected to drive growth for the coming years through the development of mixed-use projects. IRSA will destinate 50.8 hectares for public use, which represents approximately 71% of the total area of the property and will contribute with three additional lots of the property, two for the Sustainable Urban Development Fund and one for the Innovation Trust, Science and Technology of the GCBA.
Additionally, we have a project called “Polo Dot,” through our subsidiary Panamerican Mall S.A., located in the commercial complex adjoining to Dot Baires Shopping Mall. In the first phase, we developed the Zetta building which was inaugurated in May 2019. The second stage of the project consists of two office buildings that will add 38,400 sqm of GLA to the complex. We have noticed an important demand for premium office spaces in this new commercial center and we are confident that we will be able to generate a quality enterprise similar to the ones that the Company has done in the past. Additionally, on the plot where the Zetta Building is located, we have a surplus buildable surface of 15,940 sqm, where alternatives are being analyzed to develop a mixed-use project.
On March 22, 2018, we acquired, directly and indirectly, 100% of a land of approximately 78,000 sqm of surface located, in La Plata, Province of Buenos Aires. The objective of this acquisition is to develop a mixed-use project given that the land offers location and scale adequate characteristics for the commercial development in a place of great potential.
In February 2022, we acquired from the GCBA by public auction a property located at the corner of the intersections of Beruti Street and Coronel Díaz Avenue. Such property is located in front of Alto Palermo Shopping, a shopping center owned by the Company, located in the neighborhood of Palermo, one of the main commercial corridors of the City of Buenos Aires. The property has an area of approximately 2,387 sqm. Furthermore, it has a total covered area of approximately 8,136.85 sqm with future expansion potential.
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In April 2022, as part of the payment for the sale of the Republica Building, we acquired a property, which is made up of four plots and has a frontage of 851 meters on the Bs As - La Plata Highway, on the side of the urbanized area the property has a frontage of 695 meters on Río Gualeguay Street between Tupungato and La Guarda streets. It has a total area of 465,642 sqm, with a usable area of 242,151 sqm and a buildable area of 521,399 sqm. On December 11, 2023, we signed a barter agreement pursuant to which we transferred the land for a real estate project to be developed on the property, for more information see “Business Overview – Sale and Development of Properties and Land Reserves – Intangibles – Units to be received under barter agreements”.
In December 2022, we acquired from the GCBA by public auction a property located at Paseo Colón 245 and 12 parking spaces located at Paseo Colón 275, which is close to “Casa Rosada”, the Argentine Government headquarters. The property, with mixed-use potential, has 13 stories in a covered area of approximately 13,700 sqm and a basement with parking lots.
Others
Over the years, we have acquired equity interest in Banco Hipotecario. As of June 30, 2024, our equity interest in Banco Hipotecario was 29.9%. Banco Hipotecario has historically been Argentina’s leading mortgage lender, provider of mortgage-related insurance and mortgage loan services.
In 2008, we decided to expand internationally into the United States, taking advantage of certain investment opportunities generated after the global financial crisis. We acquired a 49% interest in Metropolitan 885 3rd Ave (“Metropolitan”), whose main asset is a 34-story building with 59,000 sqm of GLA named Lipstick Building, located at 885 Third Avenue, New York, and in a hotel real estate investment trust. As of June 30, 2024, we no longer have any interest in these assets.
In 2014, we invested in the Israeli market through our acquisition of a controlling equity stake in IDBD. We carried out the acquisition in the context of a debt restructuring transaction related to IDBD’s holding company. We managed our business and operations in Israel through our subsidiaries IDBD and DIC. On September 25, 2020, the District Court in Tel Aviv-Jaffa, in response to a petition from IDBD’s creditors, declared the insolvency of IDBD and initiated liquidation proceedings. As of June 30, 2024, we no longer own any capital stock of IDBD while we have an investment in DIC that amounts to 1.2 million of shares.
Also, as of June 30, 2024, we own 27.39% of GCDI S.A. (“GCDI”, previously TGLT) capital stock, a construction and real estate company listed on the ByMA.
In order to expand our business to digitalization, we incorporated on October 8, 2018, We are Appa S.A. (former Pareto S.A.), with the social purpose of design, programming and development of software, mobile and web applications. As of June 30, 2024, IRSA’s interest in We are Appa S.A. was 98.67%. Also, as of June 30, 2024, we indirectly have a participation of 2.71% in Avenida Inc., a company dedicated to the e-commerce business.
Significant acquisitions, dispositions and development of business
Sale of “Maple Building"
On July 24, 2023, IRSA signed a deed for the sale of all the functional and complementary units at the “Maple Building” located at 652/664 Suipacha Street in the Autonomous City of Buenos Aires. The price of the transaction was USD 6.75 million, of which we collected USD 3 million in cash and USD 0.75 through the delivery of 3 functional units in a building owned by the buyer of the units of the “Maple Building” at Avenida Córdoba 637 in the Autonomous City of Buenos Aires, with a bailment agreement for 30 months. The remaining balance of USD 3 million will be collected as follows: (i) USD 2.5 million will be collected in 10 semiannual, equal and consecutive installments of USD 0.25 million, the first due 24 months from the signing of the deed, with an annual interest of 5%; and (ii) USD 0.5 million will be collected through services provided by the buyer, which were valued at the CCL exchange rate according to the conditions agreed in the deed.
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“261 Della Paolera” floor sale
On August 9, 2023, IRSA signed a deed for the sale of the 9th floor at the “261 Della Paolera” tower located in the Catalinas neighborhood of the Autonomous City of Buenos Aires with a total of 1,184 square meters, 10 parking spaces, and 2 complementary units of the same building. The transaction price was approximate USD (MEP) 6.3 million, which was paid in ARS.
On October 5, 2023, a transfer deed was signed for the sale of the 25th and 26th floors of the “261 Della Paolera” tower located in the Catalinas neighborhood of the Autonomous City of Buenos Aires for a total of 2,395 square meters, 18 units of garages and 6 complementary units of the same building. The transaction price was approximately USD (MEP) 14.9 million, which was paid in ARS.
After this transaction, IRSA keeps the property of 4 floors of the building with an approximate leasable area of 4,937 square meters, in addition to parking spaces and other complementary spaces.
Sale of Quality Investment S.A.
On August 31, 2023, IRSA sold and transferred all its participation in Quality Invest S.A., representing 50% of the share capital of that company. The amount of the transaction amounted to USD 22.9 million, of which USD 21.5 million has been collected together with the transfer of the shares and the balance of USD 1.4 million will be collected after 3 years, accruing an interest of 7% per year.
Vista al Muelle – Boating Trust transaction
On October 31, 2023, Vista al Muelle S.A. (“VAM”), a subsidiary of Liveck L.T.D., sold two of its plots in the department of Canelones (Uruguay) to the Boating Trust for USD 6.8 million. In the same transaction, the trust sold units in Tower II to VAM for USD 5 million, which VAM used to fully settle its debt with the Chamyan family. This transaction resulted in a profit of USD 1 million.
Ezpeleta land plot Barter Agreement
On December 7, 2023, IRSA signed a barter agreement pursuant to which we transferred the “Ezpeleta land plot” of 46 hectares, located in the district of Quilmes, Buenos Aires province for the development of a real estate project. This project consists of a gated community with 330 single-family lots and 6 macro lots for medium-density developments. The transaction price was USD 16.4 million and will be paid to IRSA through the delivery of 125 single-family lots of the project and also 40% of the buildable square meters of the multifamily lots of the project. Additionally, IRSA received the sum of ARS 62.3 million in cash as part of the consideration.
The amounts are expressed in the currency of the transaction date.
Sale of GCDI common-shares
During the months of November and December 2023, IRSA sold 1,583,560 common-shares of GCDI, equivalent to 0.17% of the share capital of GCDI, for a total of ARS 25.5 million.
Additionally, during the first quarter of 2024, IRSA sold 5,017,588 common-shares of GCDI, equivalent to 0.55% of the share capital of GCDI, for a total of ARS 165 million.
The amounts are expressed in the currency of the transaction date.
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Del Plata Building Trust
On November 10, 2023, IRSA entered into a trust agreement at cost for a project development and construction of a residential building, stores (gastronomic use), and complementary parking spaces, which is subject to the fulfillment of certain conditions precedent. IRSA will act as money trustor, developer and trust beneficiary under the trust agreement, and will receive approximately 5,128 salable square meters and 32 parking spaces. TMF Trust Company (Argentina) S.A., a company with a fiduciary purpose that is not a related party, will act as trustee.
The trust agreement involves the contribution of a building owned by Banco Hipotecario. The building is located in the block located by the streets Carlos Pellegrini, Presidente Perón, Sarmiento and Pasaje Carabelas, in the City of Buenos Aires. The contribution was made on December 28, 2023. The trust has approval for the Microcentro district reconversion regime issued by the GCBA pursuant to Law No. 6,508. On June 14, 2024, the GCBA issued Joint Resolution No. 1078/MHFGC/24 which suspended the effects of the tax benefits granted to the trust. On July 17, 2024, the trust filed an administrative appeal against such measure in order to have it revoked and restore the suspended tax benefits. The appeal is still pending, and no decision has yet been rendered.
For information of significant acquisitions, dispositions and development of business after June 30, 2024, please see “Recent Developments”.
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Recent Developments:
New Shares Buyback Program
On July 11, 2024, we informed that the Board of Directors approved the terms and conditions for the repurchase of common shares issued by IRSA under the provisions of Section 64 of Law No. 26,831 and the Rules of the CNV, under the following terms and conditions:
| · | maximum amount of the repurchase: ARS 15,000 million; |
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| · | maximum number of shares to be repurchased: 10% of our capital stock, in accordance with the applicable regulations; |
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| · | daily limitation on market transactions: 25% of the average volume of the daily transactions of the shares and GDS of IRSA in the markets during the previous 90 days; and |
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| · | maximum payable price: ARS 1,550 per share and USD 11.00 per GDS. |
The repurchases will be made using the realized and liquid earnings pending of distribution of IRSA. In approving this buyback program, our Board of Directors considered the economic and market situation, as well as the discount of the current share price in relation to the fair value of the assets, determined by independent appraisers. The objective of approving this buyback program is to strengthen the shares and to reduce the fluctuations in the market value, which does not reflect the real economic value of the assets.
On September 11, 2024, we completed the share buyback program, having acquired 11,541,885 common shares, representing approximately 99.93% of the approved program and 1.56% of the capital stock of IRSA.
Alto Avellaneda Adjoining Property Acquisition
On August 1, 2024, we acquired a property adjacent to the Alto Avellaneda shopping mall, located at General Güemes 861, Avellaneda, Buenos Aires Province. The property has a total area of 86,861 sqm and a built area of 32,660 sqm with potential for future expansion.
The purchase price was USD 12.2 million, of which USD 9.2 million have already been paid and the balance of USD 3 million will be cancelled with the transfer of the deed, which is still pending. The transaction includes the transfer to IRSA of the existing lease agreements and the execution of a new agreement with the mall for 3 years.
General Ordinary and Extraordinary Shareholders’ Meeting
On September 11, 2024, we informed that our Board of Directors has resolved to call a General Ordinary and Extraordinary Shareholders’ Meeting to be held on October 28, 2024, with the following agenda:
1. Appointment of two shareholders to sign the meeting’s minutes.
2. Consideration for approval of documents contemplated in section 234, paragraph 1, of Law No. 19,550 for the fiscal year ended June 30, 2024.
3. Consideration for approval of the financial result for the fiscal year ended June 30, 2024, amounting a loss of ARS 18,376,813,259.44. Consideration for approval of the application of voluntary reserves to absorb accumulated negative results. Consideration for approval of the distribution of dividends payable in cash and/or in kind for up to ARS 90,000,000,000 with voluntary reserves. Delegation to our Board of Directors to determine the proportion of dividends to be paid in cash and/or in kind.
4. Consideration for approval of the allocation of the remaining voluntary reserves to specific purposes (future dividends, share buybacks, and/or projects related to the Company’s business plan) and delegation of their application and disposition to the Company’s Board of Directors.
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5. Consideration for approval of our Board of Directors’ performance for the fiscal year ended June 30, 2024.
6. Consideration for approval of our Supervisory Committee’s performance for the fiscal year ended June 30, 2024.
7. Consideration for approval of compensation payable to the Board of Directors in the amount of ARS 13,323,000,000 for the fiscal year ended June 30, 2024, which recorded a computable tax credit in accordance with the regulations of the CNV.
8. Consideration for approval of compensation payable to the Supervisory Committee for ARS 16,876,719 for the fiscal year ended June 30, 2024.
9. Determination of the number and appointment of regular Directors and alternate Directors for a term of up to three fiscal years, as per section twelve of the bylaws.
10. Appointment of regular and alternate members of the Supervisory Committee for a term of one fiscal year.
11. Appointment of Certifying Accountants for the fiscal year ending June 30, 2025.
12. Approval of compensation payable to Certifying Accountants for the fiscal year ended June 30, 2024.
13. Consideration for approval of the distribution of up to 25,700,000 own shares to the shareholders in proportion to their holdings pursuant to the provisions of section 67 of Law No. 26,831.
14. Ratification of the cash dividend distribution made on May 2, 2024, through the reversal of reserves.
15. Consideration for approval of the application of treasury shares to the implementation of an incentive plan for the Company’s management and Directors for up to 1% of the issued shares. Authorizations for the submission of the compensation program to the CNV.
16. Consideration for approval of the request for issuance and supplementary public offering of common shares due to the adjustment in the number of shares to which the options issued under the capital increase authorized by Resolution No. RESFC-2021-20968-2021 APN-DIR#CNV dated February 8, 2021, of the CNV are entitled to. Delegation to the Board of Directors for its implementation with the broadest powers. Regarding this item, the Board of Directors proposes to request authorizations for the issuance and public offering of common shares additional to the common shares that were authorized in the capital increase made in 2021, so that if all outstanding warrants are exercised, the necessary shares are duly authorized to comply with the options contract entered into on April 29, 2021.
17. Consideration for approval of the merger by absorption of Centro de Entretenimientos La Plata S.A. (“CELAP”) with IRSA and approval of the separate and consolidated financial statements of the merger prepared for this purpose. Consideration for approval of the prior merger agreement by absorption. Authorizations and delegations and appointment of representatives to execute the final agreements and other procedures.
18. Authorization to carry out registration proceedings relating to a shareholders’ meeting before the CNV, ByMA, Caja de Valores and the IGJ.
Exercise of Warrants
On October 2, 2024, we informed that between September 17, 2024, and September 25, 2024, certain holders of warrants had exercised their right to acquire additional shares. Therefore, a total of 5,433,980 common shares of the Company were issued with a face value of ARS 10.00. As a result of this exercise, the Company was paid USD 1,797,017.
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After the exercise of these warrants, the number of shares of the Company increased from 741,459,162 to 746,893,142 with a face value of ARS 10.00, and the new number of outstanding warrants decreased from 75,668,184 to 71,510,561.
Likewise, the exercise of the warrants has been carried out in accordance with the terms and conditions established in the prospectus dated April 12, 2021 and the complementary notices regarding the offer by the Company of 80,000,000 ordinary book-entry shares and 80,000,000 options to subscribe for ordinary shares.
261 Della Paolera floor sale
On October 15, 2024, we informed that we have sold a floor of the “261 Della Paolera” tower located in the Catalinas district of the Autonomous City of Buenos Aires for a total leasable area of approximately 1,197 sqm and 8 parking lots located in the building.
The transaction price was approximately USD 7.1 million (MEP) (~USD/sqm 6,000), of which USD 6.0 million has already been paid and the balance of USD 1.1 million, granted with a mortgage, will be paid in 24 monthly installments accruing an interest rate of 8% annually.
After this operation, IRSA retains ownership of 3 floors of the building with an approximate leasable area of 3,670 sqm in addition to parking lots and other complementary spaces.
The financial result of this operation will be recognized in the Company’s financial statements for the second quarter of fiscal year 2025.
Local Bond Issuance – Series XXII & XXIII Notes
On October 21, 2024, IRSA informed the results of the auction for two series of notes on the local market for a total amount of USD 67.3 million through the following instruments:
| · | Series XXII: Denominated in dollars for USD 15.8 million, with 5.75% interest rate and semiannual interest payments (first payment will be on July 23, 2025). The capital amortization will be 100% at maturity, on October 23, 2027. The issuance price will be 100.0%. |
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| · | Series XXIII: Denominated in dollars for USD 51.5 million, with 7.25% interest rate and semiannual interest payments (first payment will be on July 23, 2025). The capital amortization will be 100% at maturity, on October 23, 2029. The issuance price will be 100.0%. |
The settlement for both notes is expected to be on October 23, 2024, and the funds will be mainly used to refinance short-term liabilities and/or working capital, as defined in the issuance documents.
B. Business Overview
Our business strategy is based on three fundamental pillars:
Operating profitability:
| · | We maximize the return to our shareholders by generating sustainable cash flow growth and increasing the long-term value through the development and operations of mixed-use properties. |
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| · | Our privileged locations and our leadership position in Argentina, together with our knowledge of the shopping center and office industry, allow us to maintain high occupancy levels and an optimal tenant mix. |
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| · | We seek to strengthen and consolidate the relationship with our tenants through attractive rental conditions, offering a wide range of products and services, as well as administrative and commercial advice to optimize and simplify their operations. |
Growth and Innovation:
| · | We grow through the acquisition and development of real estate properties, and we have a land reserve with premium locations in Argentina to continue expanding our portfolio with mixed-use projects. |
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| · | We are pioneers in innovative real estate developments due to their format and scale, due to their concept, due to the appreciation of the area where they are located and due to the search for future synergies. |
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| · | We quickly adapt to changes in context and consumption habits, always focusing on the customer to provide the best service through technology and thus enhance their purchasing experience within our shopping centers. |
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| · | We maintain our investment in Banco Hipotecario, the main mortgage loan bank in Argentina, since we believe we can achieve good synergies in the long term with a developed mortgage market. |
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| · | We seek investments outside of Argentina that represent an opportunity for long-term capital appreciation and thus diversify our portfolio. |
Sustainability:
| · | We are part of the communities where our business units operate. Through Corporate Social Responsibility actions in our properties, we spread and make visible issues of social interest such as inclusion and assistance to the neediest. |
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| · | We plan for the long term and work towards continuous improvement, environmental protection, and sustainable Development, seeking to achieve environmental certification standards in our real estate projects. |
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| · | We continuously work to achieve the highest standards of corporate Governance, with total transparency and responsibility. We take care of our human capital, and we promote inclusion and diversity both in the governing bodies and in the work teams. |
Operations and principal activities
Founded in 1943, IRSA Inversiones y Representaciones Sociedad Anónima is one of Argentina’s leading real estate companies and the only Argentine real estate company whose shares are listed both on ByMA and on the NYSE.
We are engaged, directly and indirectly through subsidiaries and joint ventures, in a range of diversified activities, primarily in real estate, including:
| · | the acquisition, development and operation of shopping malls, |
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| · | the acquisition and development of office buildings and other non-shopping mall properties primarily for rental purposes, |
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| · | the development and sale of residential properties, |
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| · | the acquisition and operation of luxury hotels, |
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| · | the acquisition of land reserves for future development or sale, and |
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| · | selective investments outside Argentina. |
Segments
We operate our business through the following five segments: (i) Shopping Malls; (ii) Offices; (iii) Hotels; (iv) Sales and Developments; and (v) Others.
Our “Shopping Malls” segment includes the operating results from our portfolio of shopping malls principally comprising lease and service revenue from tenants. Our Shopping Malls segment had assets of ARS 692,750 million and ARS 696,536 million as of June 30, 2024, and 2023, respectively, representing 35.6% and 29.5% of our operating assets at such dates, respectively. Our Shopping Malls segment generated revenues of ARS 179,650 million and ARS 176,246 million for the fiscal years ended June 30, 2024, and 2023, respectively.
Our “Offices” segment includes the operating results from lease revenue of offices. Our Offices segment had assets of ARS 303,895 million and ARS 448,025 million as of June 30, 2024, and 2023, respectively, representing 15.6% and 19.0% of our operating assets at such dates, respectively. Our Offices segment generated revenues of ARS 16,243 million and ARS 17,031 million for the fiscal years ended June 30, 2024, and 2023, respectively.
Our “Hotels” segment includes the operating results of our hotels mainly comprised of room, catering and restaurant revenue. Our Hotels segment had assets of ARS 31,673 million and ARS 32,632 million as of June 30, 2024, and 2023, respectively, representing 1.6% and 1.4% of our operating assets, respectively. Our Hotels segment generated revenues of ARS 61,569 million and revenues ARS 55,596 million for the fiscal years ended June 30, 2024, and 2023, respectively.
Our “Sales and Developments” segment includes the results generated by other rental properties, the development, maintenance and sales of undeveloped parcels of land and/or trading properties. Real estate sales results are also included. Our Sales and Developments segment had assets of ARS 785,062 million and ARS 1,066,959 million as of June 30, 2024, and 2023, respectively, representing 40.4% and 45.2% of our operating assets, respectively. Our Sales and Developments segment generated revenues of ARS 9,246, million and ARS 16,280 million for the fiscal years ended June 30, 2024, and 2023, respectively.
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Our “Others” Segment includes the entertainment activities through La Arena S.A., La Rural S.A. y Centro de Convenciones Buenos Aires, We Are Appa, investments in associates like GCDI and the financial activities carried out by Banco Hipotecario and BACS. Our “Others” segment had assets of ARS 131,759 million and ARS 115,069 million as of June 30, 2024, and 2023, respectively, representing 6.8% and 4.9% of our operating assets, respectively. Our Others segment generated revenues of ARS 3,842 million and ARS 3,474 million for the fiscal years ended June 30, 2024, and 2023, respectively.
Overview
Shopping Malls
As of June 30, 2024, we operated and owned a majority interest in a portfolio of, 15 shopping malls in Argentina, six of which are located in the City of Buenos Aires (Abasto Shopping, Alcorta Shopping, Alto Palermo Shopping, Patio Bullrich, Dot Baires Shopping and Distrito Arcos), two of which are located in the greater Buenos Aires area (Alto Avellaneda and Soleil Premium Outlet), and the rest of which are located in different provinces of Argentina (Alto Noa in the City of Salta, Alto Rosario in the City of Rosario, Mendoza Plaza in the City of Mendoza, Córdoba Shopping Villa Cabrera and Patio Olmos (operated by a third party) in the City of Córdoba, La Ribera Shopping in Santa Fe (through a joint venture) and Alto Comahue in the City of Neuquén.
As of June 30, 2024, our portfolio’s leasable area totaled 336,545 sqm of GLA (excluding certain spaces occupied by hypermarkets, which are not our tenants). Real tenants’ sales of our shopping centers reached ARS 2,260,614 million in the fiscal year 2024 and ARS 2,366,060 million in the fiscal year 2023, 4.5%, in real terms, lower than 2023. The tenants’ sales of our shopping centers are relevant to our income and profitability because they are one of the factors that determine the amount of rent that we can collect from them. They also affect the overall occupancy costs of tenants as a percentage of their sales.
The following table shows certain information about IRSA’s shopping malls as of June 30, 2024:
Shopping malls |
| Date of acquisition/ development |
| Location |
| GLA (1) |
|
| Number of stores |
|
| Occupancy rate (2) |
|
| Our ownership interest (3) |
|
| Rental revenue |
| |||||
|
|
|
|
|
| (sqm) |
|
|
|
| (%) |
|
| (%) |
|
| (in millions of ARS) |
| ||||||
Alto Palermo |
| Dec‑97 |
| City of Buenos Aires |
|
| 20,733 |
|
|
| 140 |
|
|
| 99.4 |
|
|
| 100 |
|
|
| 27,470 |
|
Abasto Shopping (4) |
| Nov‑99 |
| City of Buenos Aires |
|
| 37,166 |
|
|
| 151 |
|
|
| 99.5 |
|
|
| 100 |
|
|
| 26,051 |
|
Alto Avellaneda |
| Dec‑97 |
| Buenos Aires Province |
|
| 39,784 |
|
|
| 119 |
|
|
| 93.7 |
|
|
| 100 |
|
|
| 17,731 |
|
Alcorta Shopping |
| Jun‑97 |
| City of Buenos Aires |
|
| 15,859 |
|
|
| 107 |
|
|
| 99.9 |
|
|
| 100 |
|
|
| 16,515 |
|
Patio Bullrich |
| Oct‑98 |
| City of Buenos Aires |
|
| 11,395 |
|
|
| 90 |
|
|
| 91.2 |
|
|
| 100 |
|
|
| 8,611 |
|
Dot Baires Shopping |
| May‑09 |
| City of Buenos Aires |
|
| 48,018 |
|
|
| 162 |
|
|
| 99.3 |
|
|
| 80 |
|
|
| 16,038 |
|
Soleil Premium Outlet |
| Jul‑10 |
| Buenos Aires Province |
|
| 15,675 |
|
|
| 73 |
|
|
| 100.0 |
|
|
| 100 |
|
|
| 9,073 |
|
Distrito Arcos |
| Dec‑14 |
| City of Buenos Aires |
|
| 14,508 |
|
|
| 63 |
|
|
| 100.0 |
|
|
| 90.0 |
|
|
| 13,412 |
|
Alto Noa Shopping |
| Mar‑95 |
| Salta |
|
| 19,427 |
|
|
| 83 |
|
|
| 99.4 |
|
|
| 100 |
|
|
| 5,399 |
|
Alto Rosario Shopping |
| Nov‑04 |
| Santa Fe |
|
| 34,858 |
|
|
| 130 |
|
|
| 93.7 |
|
|
| 100 |
|
|
| 17,532 |
|
Mendoza Plaza Shopping |
| Dec‑94 |
| Mendoza |
|
| 41,511 |
|
|
| 118 |
|
|
| 98.6 |
|
|
| 100 |
|
|
| 7,907 |
|
Córdoba Shopping |
| Dec‑06 |
| Córdoba |
|
| 15,368 |
|
|
| 98 |
|
|
| 99.5 |
|
|
| 100 |
|
|
| 6,056 |
|
La Ribera Shopping |
| Aug‑11 |
| Santa Fe |
|
| 10,542 |
|
|
| 67 |
|
|
| 91.7 |
|
|
| 50 |
|
|
| 1,623 |
|
Alto Comahue |
| Mar‑15 |
| Neuquén |
|
| 11,701 |
|
|
| 84 |
|
|
| 99.4 |
|
|
| 99.95 |
|
|
| 5,307 |
|
Patio Olmos (5) |
| Sep‑07 |
| Córdoba |
|
| — |
|
|
| — |
|
|
| — |
|
|
|
|
|
|
| — |
|
Total |
|
|
|
|
|
| 336,545 |
|
|
| 1,485 |
|
|
| 97.6 |
|
|
|
|
|
|
| 178,725 |
|
_________________
(1) | Corresponds to GLA at each property. Excludes common areas and parking spaces. |
(2) | Calculated dividing occupied square meters by leasable area as of the last day of the fiscal year. |
(3) | Company’s effective interest in each of its business units. |
(4) | Excludes Museo de los Niños which represents 3,732 square meters in Abasto |
(5) | Does not include the rental revenues of Patio Olmos. We own the historic building where the Patio Olmos shopping mall is located in the province of Cordoba. The property is managed by a third party. |
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Tenant retail sales
During the fiscal year 2024, the sales of our shopping malls tenants reached ARS 2,260,614 million, decreasing by 4.5% compared to the previous fiscal year.
Tenants’ sales of shopping malls located in the City of Buenos Aires and Greater Buenos Aires decreased a 3.2% compared to previous fiscal year, from ARS 1,657,307 million to ARS 1,605,069 million during the fiscal year 2024, while those in the interior of the country decreased a 7.5% compared to previous fiscal year, from ARS 708,753 million to ARS 655,545 million during the fiscal year 2024.
The following table sets forth the total retail sales of IRSA’s shopping mall tenants for the fiscal years indicated:
|
| For the fiscal years ended June 30, (1) |
| |||||||||||||||||
|
| 2024 |
|
| 2023 |
|
| 2022 |
|
| 2021 |
|
| 2020 |
| |||||
|
| (in millions of ARS) |
| |||||||||||||||||
Alto Palermo |
|
| 293,534 |
|
|
| 310,288 |
|
|
| 255,735 |
|
|
| 95,873 |
|
|
| 168,407 |
|
Abasto Shopping |
|
| 306,292 |
|
|
| 338,464 |
|
|
| 261,260 |
|
|
| 83,457 |
|
|
| 171,257 |
|
Alto Avellaneda |
|
| 233,456 |
|
|
| 231,712 |
|
|
| 183,224 |
|
|
| 69,450 |
|
|
| 151,313 |
|
Alcorta Shopping |
|
| 170,099 |
|
|
| 182,666 |
|
|
| 174,797 |
|
|
| 72,838 |
|
|
| 100,406 |
|
Patio Bullrich |
|
| 94,123 |
|
|
| 101,168 |
|
|
| 92,574 |
|
|
| 46,902 |
|
|
| 68,298 |
|
Dot Baires Shopping |
|
| 190,979 |
|
|
| 190,286 |
|
|
| 162,191 |
|
|
| 63,907 |
|
|
| 134,520 |
|
Soleil Premium Outlet |
|
| 140,712 |
|
|
| 125,975 |
|
|
| 115,895 |
|
|
| 56,105 |
|
|
| 69,892 |
|
Distrito Arcos |
|
| 175,874 |
|
|
| 176,748 |
|
|
| 150,395 |
|
|
| 81,599 |
|
|
| 78,924 |
|
Alto Noa Shopping |
|
| 90,271 |
|
|
| 96,847 |
|
|
| 92,381 |
|
|
| 68,402 |
|
|
| 68,176 |
|
Alto Rosario Shopping |
|
| 236,778 |
|
|
| 267,936 |
|
|
| 241,799 |
|
|
| 145,684 |
|
|
| 142,545 |
|
Mendoza Plaza Shopping |
|
| 138,306 |
|
|
| 144,975 |
|
|
| 137,161 |
|
|
| 118,236 |
|
|
| 111,243 |
|
Córdoba Shopping Villa Cabrera |
|
| 75,872 |
|
|
| 84,248 |
|
|
| 77,066 |
|
|
| 48,522 |
|
|
| 43,907 |
|
La Ribera Shopping (2) |
|
| 36,788 |
|
|
| 42,496 |
|
|
| 36,748 |
|
|
| 17,963 |
|
|
| 29,091 |
|
Alto Comahue |
|
| 77,530 |
|
|
| 72,251 |
|
|
| 58,230 |
|
|
| 26,561 |
|
|
| 41,663 |
|
Total |
|
| 2,260,614 |
|
|
| 2,366,060 |
|
|
| 2,039,456 |
|
|
| 995,499 |
|
|
| 1,379,642 |
|
_________________
(1) | Retail sales based upon information provided to us by retailers and prior owners. The amounts shown reflect 100% of the retail sales of each shopping mall, although in certain cases we own less than 100% of such shopping malls. Includes sales from stands and excludes spaces used for special exhibitions. |
(2) | Owned by Nuevo Puerto Santa Fe S.A., in which we are a joint venture partner. |
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| Table of Contents |
Total tenant retail sales by type of business
The following table sets forth the retail sales of IRSA’s shopping mall tenants by type of business for the fiscal years indicated:
|
| For the fiscal years ended June 30, (1) |
| |||||||||||||||||
|
| 2024 |
|
| 2023 |
|
| 2022 |
|
| 2021 |
|
| 2020 |
| |||||
|
| (in millions of ARS) |
| |||||||||||||||||
Clothes and footwear |
|
| 1,309,274 |
|
|
| 1,383,152 |
|
|
| 1,220,003 |
|
|
| 570,325 |
|
|
| 754,874 |
|
Entertainment |
|
| 60,112 |
|
|
| 67,648 |
|
|
| 48,682 |
|
|
| 7,386 |
|
|
| 42,369 |
|
Home and decoration |
|
| 54,982 |
|
|
| 58,182 |
|
|
| 55,183 |
|
|
| 29,852 |
|
|
| 28,184 |
|
Home Appliances |
|
| 261,756 |
|
|
| 262,133 |
|
|
| 183,183 |
|
|
| 75,825 |
|
|
| 155,400 |
|
Restaurants |
|
| 291,784 |
|
|
| 274,245 |
|
|
| 192,868 |
|
|
| 158,922 |
|
|
| 196,680 |
|
Miscellaneous |
|
| 51,477 |
|
|
| 41,180 |
|
|
| 306,683 |
|
|
| 16,771 |
|
|
| 16,485 |
|
Services |
|
| 230,433 |
|
|
| 279,520 |
|
|
| 32,854 |
|
|
| 112,261 |
|
|
| 112,180 |
|
Department Store (2) |
|
| 796 |
|
|
| — |
|
|
| — |
|
|
| 24,157 |
|
|
| 73,470 |
|
Total |
|
| 2,260,614 |
|
|
| 2,366,060 |
|
|
| 2,039,456 |
|
|
| 995,499 |
|
|
| 1,379,642 |
|
_________________
(1) | Sales based on information provided by tenants. The figures reflect 100% of the retail sales of each shopping mall, although in certain cases we own a percentage of less than 100% of said shopping centers. Includes sales from stands and excludes spaces used for special exhibitions. |
(2) | Includes “Ronda”, a multipurpose store located in Dot Baires, composed of 70% gastronomy, 25% entertainment and 5% clothing. |
Occupancy rate
The following table sets forth the occupancy rate of IRSA’s shopping malls expressed as a percentage of GLA of each shopping mall for the fiscal years indicated:
|
| As of June 30, |
| |||||||||||||||||
|
| 2024 |
|
| 2023 |
|
| 2022 |
|
| 2021 |
|
| 2020 |
| |||||
|
| (%) | ||||||||||||||||||
Alto Palermo |
|
| 99.4 |
|
|
| 100.0 |
|
|
| 98.0 |
|
|
| 98.4 |
|
|
| 91.9 |
|
Abasto Shopping |
|
| 99.5 |
|
|
| 99.5 |
|
|
| 98.9 |
|
|
| 99.7 |
|
|
| 94.9 |
|
Alto Avellaneda |
|
| 93.7 |
|
|
| 92.5 |
|
|
| 81.4 |
|
|
| 64.8 |
|
|
| 97.4 |
|
Alcorta Shopping |
|
| 99.9 |
|
|
| 96.1 |
|
|
| 99.7 |
|
|
| 90.6 |
|
|
| 97.3 |
|
Patio Bullrich |
|
| 91.2 |
|
|
| 92.7 |
|
|
| 92.4 |
|
|
| 87.8 |
|
|
| 91.4 |
|
Dot Baires Shopping |
|
| 99.3 |
|
|
| 98.6 |
|
|
| 83.5 |
|
|
| 80.7 |
|
|
| 74.6 |
|
Soleil Premium Outlet |
|
| 100.0 |
|
|
| 100.0 |
|
|
| 100.0 |
|
|
| 90.3 |
|
|
| 97.1 |
|
Distrito Arcos |
|
| 100.0 |
|
|
| 100.0 |
|
|
| 100.0 |
|
|
| 100.0 |
|
|
| 93.8 |
|
Alto Noa Shopping |
|
| 99.4 |
|
|
| 100.0 |
|
|
| 96.7 |
|
|
| 98.1 |
|
|
| 99.0 |
|
Alto Rosario Shopping |
|
| 93.7 |
|
|
| 93.8 |
|
|
| 96.3 |
|
|
| 95.4 |
|
|
| 97.2 |
|
Mendoza Plaza Shopping |
|
| 98.6 |
|
|
| 99.1 |
|
|
| 91.1 |
|
|
| 97.3 |
|
|
| 97.8 |
|
Córdoba Shopping Villa Cabrera |
|
| 99.5 |
|
|
| 97.7 |
|
|
| 100.0 |
|
|
| 91.4 |
|
|
| 95.4 |
|
La Ribera Shopping |
|
| 91.7 |
|
|
| 96.8 |
|
|
| 97.1 |
|
|
| 96.2 |
|
|
| 99.0 |
|
Alto Comahue |
|
| 99.4 |
|
|
| 96.7 |
|
|
| 97.4 |
|
|
| 92.4 |
|
|
| 96.2 |
|
Total |
|
| 97.6 |
|
|
| 97.4 |
|
|
| 93.1 |
|
|
| 89.9 |
|
|
| 93.2 |
|
Rental price
The following table shows the annual average rental price per square meter of our shopping malls for the fiscal years indicated:
|
| For the fiscal years ended June 30, (1) |
| |||||||||||||||||
|
| 2024 |
|
| 2023 |
|
| 2022 |
|
| 2021 |
|
| 2020 |
| |||||
|
| (in ARS) |
| |||||||||||||||||
Alto Palermo |
|
| 980,948 |
|
|
| 1,021,881 |
|
|
| 815,515 |
|
|
| 347,514 |
|
|
| 701,017 |
|
Abasto Shopping |
|
| 529,301 |
|
|
| 552,695 |
|
|
| 404,975 |
|
|
| 136,032 |
|
|
| 319,066 |
|
Alto Avellaneda |
|
| 371,959 |
|
|
| 380,692 |
|
|
| 264,481 |
|
|
| 94,736 |
|
|
| 228,405 |
|
Alcorta Shopping |
|
| 743,553 |
|
|
| 775,936 |
|
|
| 694,980 |
|
|
| 305,736 |
|
|
| 449,083 |
|
Patio Bullrich |
|
| 555,156 |
|
|
| 579,326 |
|
|
| 398,960 |
|
|
| 169,224 |
|
|
| 352,192 |
|
Dot Baires Shopping |
|
| 239,702 |
|
|
| 248,431 |
|
|
| 195,254 |
|
|
| 60,968 |
|
|
| 177,071 |
|
Soleil Premium Outlet |
|
| 495,694 |
|
|
| 435,214 |
|
|
| 373,647 |
|
|
| 171,011 |
|
|
| 250,574 |
|
Distrito Arcos |
|
| 725,806 |
|
|
| 727,719 |
|
|
| 581,165 |
|
|
| 336,011 |
|
|
| 494,313 |
|
Alto Noa Shopping |
|
| 241,571 |
|
|
| 241,546 |
|
|
| 213,997 |
|
|
| 139,758 |
|
|
| 160,646 |
|
Alto Rosario Shopping |
|
| 416,748 |
|
|
| 465,229 |
|
|
| 422,682 |
|
|
| 231,511 |
|
|
| 237,121 |
|
Mendoza Plaza Shopping |
|
| 160,584 |
|
|
| 168,262 |
|
|
| 140,431 |
|
|
| 98,764 |
|
|
| 109,089 |
|
Córdoba Shopping Villa Cabrera |
|
| 323,725 |
|
|
| 342,079 |
|
|
| 288,734 |
|
|
| 168,864 |
|
|
| 178,691 |
|
La Ribera Shopping |
|
| 123,316 |
|
|
| 128,776 |
|
|
| 93,551 |
|
|
| 28,682 |
|
|
| 89,234 |
|
Alto Comahue |
|
| 396,462 |
|
|
| 351,853 |
|
|
| 260,205 |
|
|
| 67,150 |
|
|
| 604,330 |
|
_________________
(1) | Corresponds to consolidated annual accumulated rental prices divided by gross leasable square meters. Does not include revenue from Patio Olmos. |
| 50 |
| Table of Contents |
Revenues from the Shopping Malls segment
When analyzing the composition of the income of the shopping malls segment between 2024 and 2023, we can observe a recovery in rental income, which represented approximately 44% of the segment’s income, while percentage rent, which depends on the sales of our tenants, represented approximately 36% of the segment’s income.
The following table sets forth IRSA’s revenue from cumulative leases by revenue category for the fiscal years presented:
|
| For the fiscal year ended June 30, |
| |||||||||||||||||
|
| 2024 |
|
| 2023 |
|
| 2022 |
|
| 2021 |
|
| 2020 |
| |||||
|
| (in millions of ARS) |
| |||||||||||||||||
Base rent |
|
| 77,241 |
|
|
| 70,873 |
|
|
| 47,281 |
|
|
| 32,327 |
|
|
| 61,704 |
|
Percentage rent |
|
| 62,294 |
|
|
| 72,508 |
|
|
| 67,080 |
|
|
| 18,952 |
|
|
| 29,016 |
|
Total rent |
|
| 139,535 |
|
|
| 143,381 |
|
|
| 114,361 |
|
|
| 51,279 |
|
|
| 90,720 |
|
Non-traditional advertising |
|
| 6,052 |
|
|
| 3,853 |
|
|
| 3,188 |
|
|
| 1,442 |
|
|
| 3,630 |
|
Revenue from admission rights |
|
| 17,345 |
|
|
| 14,876 |
|
|
| 11,239 |
|
|
| 10,347 |
|
|
| 17,815 |
|
Fees |
|
| 1,595 |
|
|
| 1,546 |
|
|
| 1,676 |
|
|
| 1,768 |
|
|
| 2,073 |
|
Parking |
|
| 8,367 |
|
|
| 7,780 |
|
|
| 4,614 |
|
|
| 490 |
|
|
| 5,840 |
|
Commissions |
|
| 5,634 |
|
|
| 4,261 |
|
|
| 3,292 |
|
|
| 2,363 |
|
|
| 3,061 |
|
Other |
|
| 197 |
|
|
| 305 |
|
|
| 337 |
|
|
| 2,354 |
|
|
| 413 |
|
Subtotal |
|
| 178,725 |
|
|
| 176,002 |
|
|
| 138,707 |
|
|
| 70,043 |
|
|
| 123,552 |
|
Other revenues (1) |
|
| 925 |
|
|
| 244 |
|
|
| 129 |
|
|
| 119 |
|
|
| 137 |
|
Adjustments and eliminations |
|
| — |
|
|
| — |
|
|
| — |
|
|
| (264 | ) |
|
| (6,632 | ) |
Total |
|
| 179,650 |
|
|
| 176,246 |
|
|
| 138,836 |
|
|
| 69,898 |
|
|
| 117,057 |
|
_________________
(1) | As of June 30, 2024, includes ARS 139.2 million attributable to Patio Olmos and ARS 789.9 million attributable to production sponsorship income (BAF). |
Rental revenue
The following table sets forth total rental income for each of IRSA’s shopping malls for the fiscal years indicated:
|
| For the fiscal years ended June 30, (1) |
| |||||||||||||||||
|
| 2024 |
|
| 2023 |
|
| 2022 |
|
| 2021 |
|
| 2020 |
| |||||
|
| (in millions of ARS) |
| |||||||||||||||||
Alto Palermo |
|
| 27,470 |
|
|
| 27,790 |
|
|
| 22,147 |
|
|
| 10,366 |
|
|
| 19,661 |
|
Abasto Shopping |
|
| 26,051 |
|
|
| 25,814 |
|
|
| 18,302 |
|
|
| 7,442 |
|
|
| 16,867 |
|
Alto Avellaneda |
|
| 17,731 |
|
|
| 17,287 |
|
|
| 12,472 |
|
|
| 6,063 |
|
|
| 11,837 |
|
Alcorta Shopping |
|
| 16,515 |
|
|
| 15,976 |
|
|
| 13,591 |
|
|
| 6,335 |
|
|
| 10,485 |
|
Patio Bullrich |
|
| 8,611 |
|
|
| 8,805 |
|
|
| 6,153 |
|
|
| 2,779 |
|
|
| 6,063 |
|
Dot Baires Shopping |
|
| 16,038 |
|
|
| 15,129 |
|
|
| 11,573 |
|
|
| 5,855 |
|
|
| 12,881 |
|
Soleil Premium Outlet |
|
| 9,073 |
|
|
| 8,003 |
|
|
| 6,832 |
|
|
| 3,258 |
|
|
| 4,886 |
|
Distrito Arcos |
|
| 13,412 |
|
|
| 13,000 |
|
|
| 10,421 |
|
|
| 5,454 |
|
|
| 9,050 |
|
Alto Noa Shopping |
|
| 5,399 |
|
|
| 5,250 |
|
|
| 4,622 |
|
|
| 3,165 |
|
|
| 3,645 |
|
Alto Rosario Shopping |
|
| 17,532 |
|
|
| 18,803 |
|
|
| 16,410 |
|
|
| 9,652 |
|
|
| 10,251 |
|
Mendoza Plaza Shopping |
|
| 7,907 |
|
|
| 7,895 |
|
|
| 6,777 |
|
|
| 5,060 |
|
|
| 5,829 |
|
Córdoba Shopping Villa Cabrera |
|
| 6,056 |
|
|
| 6,045 |
|
|
| 4,919 |
|
|
| 3,091 |
|
|
| 3,492 |
|
La Ribera Shopping (2) |
|
| 1,623 |
|
|
| 1,598 |
|
|
| 1,115 |
|
|
| 416 |
|
|
| 1,163 |
|
Alto Comahue |
|
| 5,307 |
|
|
| 4,607 |
|
|
| 3,373 |
|
|
| 1,107 |
|
|
| 7,442 |
|
Subtotal |
|
| 178,725 |
|
|
| 176,002 |
|
|
| 138,707 |
|
|
| 70,043 |
|
|
| 123,552 |
|
Other revenues (3) |
|
| 925 |
|
|
| 244 |
|
|
| 130 |
|
|
| 119 |
|
|
| 137 |
|
Reconciliation adjustments |
|
| — |
|
|
| — |
|
|
| — |
|
|
| (264 | ) |
|
| (6,632 | ) |
Total |
|
| 179,650 |
|
|
| 176,246 |
|
|
| 138,837 |
|
|
| 69,898 |
|
|
| 117,057 |
|
_________________
(1) | Includes base rent, percentage rent, admission rights, fees, parking, commissions, revenue from non-traditional advertising and others. Does not include Patio Olmos. |
(2) | Through our joint venture Nuevo Puerto Santa Fe S.A. |
(3) | As of June 30, 2024, includes ARS 139.2 million attributable to Patio Olmos and ARS 789.9 million attributable to BAF production sponsorship income. |
| 51 |
| Table of Contents |
Lease expirations
The following table sets forth the schedule of estimated lease expirations for our shopping malls for leases in effect as of June 30, 2024, assuming that none of our tenants exercises its option to renew or terminate its lease prior to expiration:
|
| As of June 30, 2024 |
| |||||||||||||||||
Agreements’ Expiration (as of end of fiscal year) |
| Number of agreements (1) |
|
| Square meters to expire |
|
| Due to expire |
|
| Total lease payments (2) |
|
| Agreements |
| |||||
|
|
|
|
|
| (%) |
|
| (in millions of ARS) |
|
| (%) |
| |||||||
Vacant Stores |
|
| 33 |
|
|
| 8,079 |
|
|
|
|
|
|
|
|
| 0 |
| ||
Expired in-force |
|
| 28 |
|
|
| 22,738 |
|
|
| 7.0 |
|
|
| 2,079 |
|
|
| 2.5 |
|
2025 |
|
| 432 |
|
|
| 87,463 |
|
|
| 26.6 |
|
|
| 16,050 |
|
|
| 19.5 |
|
2026 |
|
| 406 |
|
|
| 72,159 |
|
|
| 22.0 |
|
|
| 24,998 |
|
|
| 30.3 |
|
2027 |
|
| 360 |
|
|
| 84,852 |
|
|
| 25.8 |
|
|
| 25,323 |
|
|
| 30.7 |
|
2028 and subsequent years |
|
| 172 |
|
|
| 61,253 |
|
|
| 18.6 |
|
|
| 14,064 |
|
|
| 17.0 |
|
Total (3) |
|
| 1,398 |
|
|
| 328,465 |
|
|
| 100.0 |
|
|
| 82,514 |
|
|
| 100.0 |
|
_________________
(1) | Includes vacant stores as of June 30, 2024. A lease may be associated with one or more stores. |
(2) | The amount expresses the annual base rent as of June 30, 2024, of agreements due to expire. |
(3) | Does not include unoccupied stores. |
New leases and renewals
The following table shows certain information about IRSA’s leases agreement as of June 30, 2024:
|
| Number of agreements renewed |
|
|
Annual base rent |
|
| Annual admission rights |
|
| Average annual base rent per sqm |
|
| Number of |
|
| Annual base rent amount per sqm |
| ||||||||||
Type of business |
|
|
|
|
|
|
| New and renewed |
|
| Former agreements |
|
| non‑renewed agreements (1) |
|
| Non‑renewed agreements (1) |
| ||||||||||
|
|
|
| (in millions of ARS) |
|
| (ARS/sqm) |
|
|
|
| (ARS/sqm) |
| |||||||||||||||
Clothing and footwear |
|
| 232 |
|
|
| 14,458 |
|
|
| 3,069 |
|
|
| 449,759 |
|
|
| 278,143 |
|
|
| 555 |
|
|
| 447,237 |
|
Miscellaneous (2) |
|
| 67 |
|
|
| 3,915 |
|
|
| 831 |
|
|
| 783,696 |
|
|
| 398,786 |
|
|
| 148 |
|
|
| 550,568 |
|
Restaurant |
|
| 47 |
|
|
| 2,360 |
|
|
| 501 |
|
|
| 427,835 |
|
|
| 264,719 |
|
|
| 169 |
|
|
| 709,542 |
|
Services |
|
| 28 |
|
|
| 1,464 |
|
|
| 311 |
|
|
| 349,103 |
|
|
| 170,509 |
|
|
| 30 |
|
|
| 285,921 |
|
Home appliances |
|
| 15 |
|
|
| 1,120 |
|
|
| 238 |
|
|
| 720,972 |
|
|
| 198,146 |
|
|
| 59 |
|
|
| 462,932 |
|
Home and decoration |
|
| 9 |
|
|
| 547 |
|
|
| 116 |
|
|
| 484,161 |
|
|
| 230,216 |
|
|
| 46 |
|
|
| 306,658 |
|
Supermarket |
|
| 1 |
|
|
| 89 |
|
|
| 19 |
|
|
| 28,942 |
|
|
| 30,310 |
|
|
| 2 |
|
|
| 35,646 |
|
Entertainment |
|
| 5 |
|
|
| 731 |
|
|
| 155 |
|
|
| 85,687 |
|
|
| 23,873 |
|
|
| 18 |
|
|
| 73,675 |
|
Total (3) |
|
| 404 |
|
|
| 24,684 |
|
|
| 5,240 |
|
|
| 569,870 |
|
|
| 282,161 |
|
|
| 1,027 |
|
|
| 486,906 |
|
_________________
(1) | Includes vacant stores as of June 30, 2024. GLA with respect to such vacant stores is included under the type of business of the last tenant to occupy such stores. |
(2) | Miscellaneous includes anchor stores. |
(3) | Weighted average for Average annual base rent per sqm related to Number of agreements renewed. |
| 52 |
| Table of Contents |
Five largest tenants of the portfolio
The five largest tenants in our portfolio (in terms of sales) as of June 30, 2024 represents approximately 9.1% of our gross leasable, 13.3% of the annual basic rent and 16.8% of the sales of the shopping mall sales for the fiscal year ending on that date.
The following table describes our portfolio’s five largest tenants:
Tenant |
| Type of Business |
| Sales |
|
| GLA |
| ||||||
|
|
|
| (%) |
|
| (sqm) |
|
| (%) |
| |||
Zara |
| Clothes and footwear |
|
| 5.7 |
|
|
| 10,771 |
|
|
| 3.1 |
|
Nike |
| Clothes and footwear |
|
| 3.2 |
|
|
| 6,994 |
|
|
| 2.1 |
|
Puma |
| Clothes and footwear |
|
| 2.9 |
|
|
| 3,261 |
|
|
| 1.0 |
|
Adidas |
| Clothes and footwear |
|
| 2.6 |
|
|
| 5,118 |
|
|
| 1.5 |
|
McDonald’s |
| Restaurant |
|
| 2.4 |
|
|
| 4,550 |
|
|
| 1.4 |
|
Total |
|
|
|
| 16.8 |
|
|
| 30,694 |
|
|
| 9.1 |
|
Detailed information regarding our shopping malls
Set forth below is certain information regarding our shopping mall portfolio, including certain key lease provisions.
Alto Palermo, City of Buenos Aires
Alto Palermo is a 140-store shopping mall that opened in 1990 in Palermo, a well-known middle class and densely populated neighborhood in the City of Buenos Aires. Alto Palermo is located at the intersection of Santa Fe and Coronel Díaz avenues, only a few minutes from downtown Buenos Aires with nearby access from the Bulnes subway station, which we believe makes it very attractive for visitor. Alto Palermo has a total constructed area of 69,457 square meters (including parking) that consists of 20,733 square meters of GLA spread out over six levels and has a 642-car pay parking space of approximately 30,000 square meters. Alto Palermo’s targeted clientele consists of middle-income individuals between the ages of 28 and 45. The shopping center was reconverted in 2021, after a 5,000 sqm expansion work, the renovation of most of its premises, and the entry of a differential gastronomy with proposals such as Il Quotidiano, Mooi and Base.
During the fiscal year ended June 30, 2024, the public that visited the Alto Palermo shopping mall generated real retail sales totaling approximately ARS 293,534 million, 5.4% lower than the turnover in real terms during the same period of fiscal year 2023. Sales per square meter reached ARS 14,157,816. Total rental income decreased from ARS 21,081 million in real terms for fiscal year ended June 30, 2023, to ARS 20,338 million for fiscal year ended June 30, 2024, which represents an annual revenue per gross leasable square meter of ARS 1,021,881 in fiscal year 2023 and ARS 980,948 in fiscal year 2024.
As of June 30, 2024, Alto Palermo’s occupancy rate was 99.4%.
| 53 |
| Table of Contents |
Alto Palermo’s tenant mix
The following table sets forth the tenant mix by type of business at Alto Palermo as of June 30, 2024:
Type of business (1) |
| Tenant Sales |
|
| GLA |
| ||||||||||
|
| (in millions of ARS) |
|
| (%) |
|
| (sqm) |
|
| (% of total) |
| ||||
Clothes and footwear |
|
| 191,226 |
|
|
| 65.2 |
|
|
| 12,862 |
|
|
| 62.1 |
|
Home |
|
| 5,548 |
|
|
| 1.9 |
|
|
| 500 |
|
|
| 2.4 |
|
Restaurant |
|
| 30,251 |
|
|
| 10.3 |
|
|
| 3,340 |
|
|
| 16.1 |
|
Miscellaneous |
|
| 43,691 |
|
|
| 14.9 |
|
|
| 1,427 |
|
|
| 6.9 |
|
Services |
|
| 8,609 |
|
|
| 2.9 |
|
|
| 1,807 |
|
|
| 8.7 |
|
Home appliances |
|
| 14,209 |
|
|
| 4.8 |
|
|
| 797 |
|
|
| 3.8 |
|
Total |
|
| 293,534 |
|
|
| 100.0 |
|
|
| 20,733 |
|
|
| 100.0 |
|
______________________
(1) | Includes vacant stores as of June 30, 2024. GLA with respect to such vacant stores is included under the type of business of the last tenant to occupy such stores. |
Alto Palermo’s revenue
The following table sets forth selected information relating to the revenue sources at Alto Palermo for the fiscal years indicated:
|
| For the fiscal year ended June 30, |
| |||||||||||||||||
|
| 2024 |
|
| 2023 |
|
| 2022 |
|
| 2021 |
|
| 2020 |
| |||||
|
| (in millions of ARS) |
| |||||||||||||||||
Base rent |
|
| 11,667 |
|
|
| 10,968 |
|
|
| 8,523 |
|
|
| 5,023 |
|
|
| 9,597 |
|
Percentage rent (1) |
|
| 8,671 |
|
|
| 10,113 |
|
|
| 8,203 |
|
|
| 1,939 |
|
|
| 3,485 |
|
Total rent |
|
| 20,338 |
|
|
| 21,081 |
|
|
| 16,726 |
|
|
| 6,962 |
|
|
| 13,082 |
|
Non-traditional advertising |
|
| 1,432 |
|
|
| 1,144 |
|
|
| 1,304 |
|
|
| 360 |
|
|
| 851 |
|
Revenue from admission rights (2) |
|
| 3,177 |
|
|
| 2,838 |
|
|
| 2,170 |
|
|
| 2,177 |
|
|
| 3,533 |
|
Fees |
|
| 248 |
|
|
| 241 |
|
|
| 264 |
|
|
| 271 |
|
|
| 305 |
|
Parking |
|
| 1,456 |
|
|
| 1,828 |
|
|
| 1,115 |
|
|
| 89 |
|
|
| 977 |
|
Commissions |
|
| 813 |
|
|
| 646 |
|
|
| 554 |
|
|
| 498 |
|
|
| 888 |
|
Other |
|
| 6 |
|
|
| 12 |
|
|
| 14 |
|
|
| 9 |
|
|
| 25 |
|
Total (3) |
|
| 27,470 |
|
|
| 27,790 |
|
|
| 22,147 |
|
|
| 10,366 |
|
|
| 19,661 |
|
______________________
(1) | Contingent rent is revenue based on a specific percentage of gross sales of our tenants. |
(2) | Admission rights are the fees required from tenants for entering into a lease or a lease renewal. |
(3) | Consolidated rents. Revenue relating to the collective promotion fund is not included. |
Abasto Shopping, City of Buenos Aires
Abasto is a 151-store shopping mall located in downtown Buenos Aires with direct access from the Carlos Gardel subway station, six blocks from the Once railway terminal and near the highway to Ezeiza International Airport. Abasto opened on November 10, 1998. The main building is a landmark building that, between 1889 and 1984 was the primary fresh produce market for the City of Buenos Aires. Our Company converted the property into a 114,312 sqm shopping mall (including parking and common areas) with 37,166 square meters of GLA (40,500 square meters if we consider Museo de los Niños). Abasto is the fourth largest shopping mall in Argentina in terms of GLA.
Abasto has a 28-restaurant food court, a 12-screen movie theatre complex with seating capacity of approximately 3,000 people, covering a surface area of 8,021 sqm, entertainment area and Museo de los Niños with a surface area of 3,732 sqm (the latter is not included within the GLA). The shopping mall is distributed over five stories and includes a parking space for 1,180 vehicles with a surface area of approximately 39,690 sqm.
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| Table of Contents |
During the fiscal year ended June 30, 2024, the public visiting the Abasto shopping mall generated real retail sales that totaled approximately ARS 306,292 million, representing sales per square meter of approximately ARS 8,241,181, 9.5% lower than sales in real terms recorded in fiscal year 2023. Total rental income increased from ARS 20,542 million in real terms for the fiscal year ended June 30, 2023, to ARS 19,672 million for fiscal year ended June 30, 2024, which represents annual income per gross leasable square meter of ARS 552,695 in fiscal year 2023 and ARS 529,301 in fiscal year 2024.
As of June 30, 2024, Abasto Shopping’s occupancy rate was 99.5%.
Abasto Shopping’s tenant mix
The following table sets forth the mix of tenants by type of business at Abasto Shopping as of June 30, 2024:
Type of business(1) |
| Tenant Sales |
|
| GLA |
| ||||||||||
|
| (in millions of ARS) |
|
| (%) |
|
| (sqm) |
|
| (% of total) |
| ||||
Clothes and footwear |
|
| 158,366 |
|
|
| 51.7 |
|
|
| 14,523 |
|
|
| 39.1 |
|
Entertainment |
|
| 14,740 |
|
|
| 4.8 |
|
|
| 12,714 |
|
|
| 34.2 |
|
Home |
|
| 3,119 |
|
|
| 1.0 |
|
|
| 542 |
|
|
| 1.5 |
|
Restaurant |
|
| 42,872 |
|
|
| 14.0 |
|
|
| 3,294 |
|
|
| 8.9 |
|
Miscellaneous |
|
| 31,384 |
|
|
| 10.3 |
|
|
| 2,389 |
|
|
| 6.4 |
|
Services |
|
| 3,930 |
|
|
| 1.3 |
|
|
| 832 |
|
|
| 2.2 |
|
Home appliances |
|
| 51,881 |
|
|
| 16.9 |
|
|
| 2,872 |
|
|
| 7.7 |
|
Total |
|
| 306,292 |
|
|
| 100.0 |
|
|
| 37,166 |
|
|
| 100.0 |
|
______________________
(1) | Includes vacant stores as of June 30, 2024. GLA with respect to such vacant stores is included under the type of business of the last tenant to occupy such stores. |
Abasto Shopping’s revenue
The following table sets forth selected information relating to the revenue of Abasto Shopping during the fiscal years indicated:
|
| For the fiscal year ended June 30, |
| |||||||||||||||||
|
| 2024 |
|
| 2023 |
|
| 2022 |
|
| 2021 |
|
| 2020 |
| |||||
|
| (in millions of ARS) |
| |||||||||||||||||
Base rent |
|
| 11,029 |
|
|
| 10,251 |
|
|
| 6,368 |
|
|
| 3,756 |
|
|
| 8,642 |
|
Percentage rent (1) |
|
| 8,643 |
|
|
| 10,291 |
|
|
| 8,683 |
|
|
| 1,248 |
|
|
| 3,091 |
|
Total rent |
|
| 19,672 |
|
|
| 20,542 |
|
|
| 15,051 |
|
|
| 5,004 |
|
|
| 11,733 |
|
Non-traditional advertising |
|
| 873 |
|
|
| 531 |
|
|
| 346 |
|
|
| 175 |
|
|
| 568 |
|
Revenue from admission rights (2) |
|
| 2,423 |
|
|
| 2,062 |
|
|
| 1,297 |
|
|
| 1,456 |
|
|
| 2,604 |
|
Fees |
|
| 273 |
|
|
| 264 |
|
|
| 290 |
|
|
| 305 |
|
|
| 327 |
|
Parking |
|
| 2,025 |
|
|
| 1,731 |
|
|
| 921 |
|
|
| 63 |
|
|
| 1,211 |
|
Commissions |
|
| 781 |
|
|
| 643 |
|
|
| 383 |
|
|
| 241 |
|
|
| 383 |
|
Other |
|
| 4 |
|
|
| 41 |
|
|
| 14 |
|
|
| 198 |
|
|
| 41 |
|
Total (3) |
|
| 26,051 |
|
|
| 25,814 |
|
|
| 18,302 |
|
|
| 7,442 |
|
|
| 16,867 |
|
______________________
(1) | Contingent rent is revenue based on a specific percentage of gross sales of our tenants. |
(2) | Admission rights are the fees required from tenants for entering into a lease or a lease renewal. |
(3) | Consolidated rents. Revenue relating to the collective promotion fund is not included. |
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| Table of Contents |
Alto Avellaneda, Greater Buenos Aires Area
Alto Avellaneda is a 119-store suburban shopping mall that opened in October 1995 and is located in the City of Avellaneda, which is on the southern border of the City of Buenos Aires. This shopping mall is next to a railway terminal and is close to downtown Buenos Aires. Alto Avellaneda has a total constructed area of 108,598.8 square meters (including parking) which consists of 39,784 square meters of GLA. The shopping mall has a multiplex cinema with eight screens, including the largest XD room in the country, an entertainment center (Neverland Sports & Play), and a food court with 18 restaurants. In addition, the property has the Chango Más hypermarket and branches of Easy, Norauto and Coppel (not included in the GLA), but it pays for its pro rata share of the common expenses of Alto Avellaneda’s parking space. The shopping mall has 2,400-car free parking spaces consisting of 53,203 square meters. On August 1, 2024, we acquired a property adjacent to the Alto Avellaneda shopping mall, which has a total area of 86,861 sqm and a constructed area of 32,660 sqm, with potential for future expansion. For more information see “Recent Developments — Alto Avellaneda Adjoining Property Acquisition”.
During the fiscal year ended June 30, 2024, the public that visited the Alto Avellaneda shopping mall generated real retail sales of approximately ARS 233,456 million, which represents a year-on-year decrease of 0.8% in real terms. Sales per square meter was ARS 5,868,088. Total rental income decreased from ARS 15,021 million in real terms for fiscal year ended June 30, 2023, to ARS 14,798 million for fiscal year ended June 30, 2024, which represents annual income per gross leasable square meter of ARS 380,692 in fiscal year 2023 and ARS 371,959 in fiscal year 2024.
As of June 30, 2024, Alto Avellaneda’s occupancy rate was 93.7%.
Alto Avellaneda’s tenant mix
The following table sets forth the mix of tenants by type of business at Alto Avellaneda as of June 30, 2024:
Type of business (1) |
| Tenant Sales |
|
| GLA |
| ||||||||||
|
| (in millions of ARS) |
|
| (%) |
|
| (sqm) |
|
| (% of total) |
| ||||
Clothes and footwear |
|
| 124,540 |
|
|
| 53.4 |
|
|
| 16,852 |
|
|
| 42.2 |
|
Entertainment |
|
| 6,965 |
|
|
| 3.0 |
|
|
| 10,275 |
|
|
| 25.8 |
|
Home |
|
| 5,039 |
|
|
| 2.2 |
|
|
| 902 |
|
|
| 2.3 |
|
Restaurant |
|
| 31,267 |
|
|
| 13.4 |
|
|
| 4,675 |
|
|
| 11.8 |
|
Miscellaneous |
|
| 26,487 |
|
|
| 11.3 |
|
|
| 2,290 |
|
|
| 5.8 |
|
Services |
|
| 1,000 |
|
|
| 0.4 |
|
|
| 2,608 |
|
|
| 6.6 |
|
Home appliances |
|
| 38,158 |
|
|
| 16.3 |
|
|
| 2,182 |
|
|
| 5.5 |
|
Total |
|
| 233,456 |
|
|
| 100.0 |
|
|
| 39,784 |
|
|
| 100.0 |
|
______________________
(1) | Includes vacant stores as of June 30, 2024. GLA with respect to such vacant stores is included under the type of business of the last tenant to occupy such stores. |
Alto Avellaneda’s revenue
The following table sets forth selected information relating to revenue for Alto Avellaneda for the fiscal years indicated:
|
|
|
| For the fiscal year ended June 30, |
| |||||||||||||||
|
| 2024 |
|
| 2023 |
|
| 2022 |
|
| 2021 |
|
| 2020 |
| |||||
|
|
|
| (in millions of ARS) |
| |||||||||||||||
Base rent |
|
| 8,220 |
|
|
| 7,798 |
|
|
| 4,399 |
|
|
| 2,593 |
|
|
| 5,766 |
|
Percentage rent (1) |
|
| 6,578 |
|
|
| 7,223 |
|
|
| 6,167 |
|
|
| 1,185 |
|
|
| 2,987 |
|
Total rent |
|
| 14,798 |
|
|
| 15,021 |
|
|
| 10,566 |
|
|
| 3,778 |
|
|
| 8,753 |
|
Non-traditional advertising |
|
| 414 |
|
|
| 264 |
|
|
| 264 |
|
|
| 71 |
|
|
| 264 |
|
Revenue from admission rights (2) |
|
| 1,692 |
|
|
| 1,278 |
|
|
| 1,122 |
|
|
| 1,360 |
|
|
| 2,292 |
|
Fees |
|
| 216 |
|
|
| 208 |
|
|
| 223 |
|
|
| 241 |
|
|
| 279 |
|
Parking |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
Commissions |
|
| 607 |
|
|
| 498 |
|
|
| 279 |
|
|
| 256 |
|
|
| 223 |
|
Other |
|
| 4 |
|
|
| 18 |
|
|
| 18 |
|
|
| 357 |
|
|
| 26 |
|
Total (3) |
|
| 17,731 |
|
|
| 17,287 |
|
|
| 12,472 |
|
|
| 6,063 |
|
|
| 11,837 |
|
______________________
(1) | Contingent rent is revenue based on a specific percentage of gross sales of our tenants. |
(2) | Admission rights are the fees required from tenants for entering into a lease or a lease renewal. |
(3) | Consolidated rents. Revenue relating to the collective promotion fund is not included. |
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| Table of Contents |
Alcorta Shopping, City of Buenos Aires
Alcorta Shopping is a 107-store shopping mall which opened in 1992, located in the residential area of Palermo Chico, one of the most exclusive areas in the City of Buenos Aires, and a short drive from downtown Buenos Aires. Alcorta Shopping has a total constructed area of approximately 87,553.8 square meters (including parking) that consists of 15,859 square meters of GLA. Alcorta Shopping has a cinema with two screens, a food court with 14 restaurants, 2 exclusive restaurants, a Carrefour hypermarket on the ground floor and a Santander bank. The shopping mall is spread out over three levels and has a free for two hours parking spaces for 1,137 cars and an additional parking space in front of the main building with space for 435 vehicles.
Over the past years, Alcorta Shopping has become a symbol of fashion and avant-garde style in Argentina. It is the place of choice for emerging designers for promoting and selling their new brands.
During the fiscal year ended June 30, 2024, the public that visited the Alcorta Shopping mall generated real retail sales that totaled approximately ARS 170,099 million, which represents fiscal year sales of approximately ARS 10,725,708 per square meter and a year-on-year decrease of 6.9% in real terms. Total rental income increased from approximately ARS 12,290 million in real terms for fiscal year ended June 30, 2023, to ARS 11,792 million for fiscal year ended June 30, 2024, which represents annual income per gross leasable square meter of ARS 775,936 in fiscal year 2023 and ARS 743,553 in fiscal year 2024.
As of June 30, 2024, Alcorta Shopping’s occupancy rate was 99.9%.
Alcorta Shopping’s tenant mix
The following table sets forth the mix of tenants by type of business at Alcorta Shopping as of June 30, 2024:
Type of business(1) |
| Tenant Sales |
|
| GLA |
| ||||||||||
|
| (in millions of ARS) |
|
| (%) |
|
| (sqm) |
|
| (% of total) |
| ||||
Clothes and footwear |
|
| 111,247 |
|
|
| 65.5 |
|
|
| 7,632 |
|
|
| 48.1 |
|
Entertainment |
|
| 976 |
|
|
| 0.6 |
|
|
| 1,435 |
|
|
| 9.0 |
|
Home |
|
| 8,729 |
|
|
| 5.1 |
|
|
| 1,236 |
|
|
| 7.8 |
|
Restaurant |
|
| 13,262 |
|
|
| 7.8 |
|
|
| 1,249 |
|
|
| 7.9 |
|
Miscellaneous |
|
| 26,246 |
|
|
| 15.4 |
|
|
| 1,724 |
|
|
| 10.9 |
|
Services |
|
| 4,971 |
|
|
| 2.9 |
|
|
| 2,504 |
|
|
| 15.8 |
|
Home appliances |
|
| 4,668 |
|
|
| 2.7 |
|
|
| 79 |
|
|
| 0.5 |
|
Total |
|
| 170,099 |
|
|
| 100.0 |
|
|
| 15,859 |
|
|
| 100.0 |
|
______________________
(1) | Includes vacant stores as of June 30, 2024. GLA with respect to such vacant stores is included under the type of business of the last tenant to occupy such stores. |
| 57 |
| Table of Contents |
Alcorta Shopping’s revenue
The following table sets forth selected information relating to the revenue of Alcorta Shopping during the following fiscal years:
|
| For the fiscal year ended June 30, |
| |||||||||||||||||
|
| 2024 |
|
| 2023 |
|
| 2022 |
|
| 2021 |
|
| 2020 |
| |||||
|
| (in millions of ARS) |
| |||||||||||||||||
Base rent |
|
| 6,809 |
|
|
| 6,279 |
|
|
| 4,421 |
|
|
| 2,891 |
|
|
| 4,670 |
|
Percentage rent (1) |
|
| 4,983 |
|
|
| 6,011 |
|
|
| 6,569 |
|
|
| 1,947 |
|
|
| 2,385 |
|
Total rent |
|
| 11,792 |
|
|
| 12,290 |
|
|
| 10,990 |
|
|
| 4,838 |
|
|
| 7,055 |
|
Non-traditional advertising |
|
| 801 |
|
|
| 386 |
|
|
| 290 |
|
|
| 104 |
|
|
| 442 |
|
Revenue from admission rights (2) |
|
| 1,831 |
|
|
| 1,646 |
|
|
| 1,226 |
|
|
| 962 |
|
|
| 1,858 |
|
Fees |
|
| 132 |
|
|
| 126 |
|
|
| 137 |
|
|
| 145 |
|
|
| 97 |
|
Parking |
|
| 1,406 |
|
|
| 1,137 |
|
|
| 617 |
|
|
| 89 |
|
|
| 713 |
|
Commissions |
|
| 510 |
|
|
| 331 |
|
|
| 320 |
|
|
| 193 |
|
|
| 297 |
|
Other |
|
| 43 |
|
|
| 60 |
|
|
| 11 |
|
|
| 4 |
|
|
| 23 |
|
Total (3) |
|
| 16,515 |
|
|
| 15,976 |
|
|
| 13,591 |
|
|
| 6,335 |
|
|
| 10,485 |
|
______________________
(1) | Contingent rent is revenue based on a specific percentage of gross sales of our tenants. |
(2) | Admission rights are the fees required from tenants for entering into a lease or a lease renewal. |
(3) | Consolidated rents. Revenue relating to the collective promotion fund is not included. |
Patio Bullrich, City of Buenos Aires
Patio Bullrich is the oldest shopping mall of the City of Buenos Aires and opened in 1988 and it is located in the neighborhood of Recoleta, one of the most prosperous areas of the City of Buenos Aires. This district is a residential, cultural and tourist center that includes distinguished private homes, historical sites, museums, theatres and embassies. The shopping mall has 90 stores and is located within walking distance of the most prestigious hotels of the City of Buenos Aires and the subway, bus and train systems.
Patio Bullrich has a total constructed area of 28,984 square meters (including parking) that consist of 11,395 square meters of GLA and common areas covering 12,472 square meters. The shopping mall is spread out over four levels and has paid parking spaces for 206 cars in an area consisting of approximately 4,600 square meters. The shopping mall has a four-screen multiplex cinema with 1,381 seats and soon a fifth luxury screen will be incorporated. In addition, it has the first Food Hall in Argentina that offers French and Italian gastronomy, patisserie, seafood and grill cuisine, and a “gourmet” market with specially selected premium brand products. From the point of view of its tenant mix, it concentrates the most important international and national luxury brands such as LV, Salvatore Ferragamo, Hugo Boss, Bally, Omega, Etiqueta Negra, Jazmin Chebar, Calandra, among others.
During the fiscal year ended June 30, 2024, the public visiting the Patio Bullrich shopping mall generated real retail sales that totaled approximately ARS 94,123 million, which represents annual sales of approximately ARS 8,260,026 per square meter and a year-on-year decrease of 7.0% in real terms. Total rental income decreased from ARS 6,602 million in real terms for fiscal year ended June 30, 2023, to ARS 6,326 million for fiscal year ended June 30, 2024, which represents a monthly revenue per gross leasable square meter of ARS 579,326 in fiscal year 2023 and ARS 555,156 in fiscal year 2024.
As of June 30, 2024, Patio Bullrich’s occupancy rate was 91.2%.
| 58 |
| Table of Contents |
Patio Bullrich’s tenant mix
The following table sets forth the tenant mix by type of business at Patio Bullrich as of June 30, 2024:
Type of business (1) |
| Tenant Sales |
|
| GLA |
| ||||||||||
|
| (in millions of ARS) |
|
| (%) |
|
| (sqm) |
|
| (% of total) |
| ||||
Clothes and footwear |
|
| 63,634 |
|
|
| 67.6 |
|
|
| 5,644 |
|
|
| 49.5 |
|
Entertainment |
|
| 332 |
|
|
| 0.4 |
|
|
| 1,510 |
|
|
| 13.3 |
|
Home |
|
| 2,326 |
|
|
| 2.5 |
|
|
| 173 |
|
|
| 1.5 |
|
Restaurant |
|
| 2,566 |
|
|
| 2.7 |
|
|
| 1,556 |
|
|
| 13.7 |
|
Miscellaneous |
|
| 22,313 |
|
|
| 23.7 |
|
|
| 1,586 |
|
|
| 13.9 |
|
Services |
|
| 2,019 |
|
|
| 2.1 |
|
|
| 876 |
|
|
| 7.7 |
|
Home appliances |
|
| 933 |
|
|
| 1.0 |
|
|
| 50 |
|
|
| 0.4 |
|
Total |
|
| 94,123 |
|
|
| 100.0 |
|
|
| 11,395 |
|
|
| 100.0 |
|
______________________
(1) | Includes vacant stores as of June 30, 2024. GLA with respect to such vacant stores is included under the type of business of the last tenant to occupy such stores. |
Patio Bullrich’s revenue
The following table sets forth selected information relating to the revenue of Patio Bullrich during the fiscal years indicated:
|
| For the fiscal year ended June 30, |
| |||||||||||||||||
|
| 2024 |
|
| 2023 |
|
| 2022 |
|
| 2021 |
|
| 2020 |
| |||||
|
| (in millions of ARS) |
| |||||||||||||||||
Base rent |
|
| 3,504 |
|
|
| 3,217 |
|
|
| 1,408 |
|
|
| 1,089 |
|
|
| 2,549 |
|
Percentage rent (1) |
|
| 2,822 |
|
|
| 3,385 |
|
|
| 3,243 |
|
|
| 840 |
|
|
| 1,468 |
|
Total rent |
|
| 6,326 |
|
|
| 6,602 |
|
|
| 4,651 |
|
|
| 1,929 |
|
|
| 4,017 |
|
Non-traditional advertising |
|
| 186 |
|
|
| 89 |
|
|
| 119 |
|
|
| 63 |
|
|
| 186 |
|
Revenue from admission rights (2) |
|
| 938 |
|
|
| 836 |
|
|
| 632 |
|
|
| 464 |
|
|
| 955 |
|
Fees |
|
| 112 |
|
|
| 108 |
|
|
| 119 |
|
|
| 126 |
|
|
| 234 |
|
Parking |
|
| 764 |
|
|
| 1,007 |
|
|
| 490 |
|
|
| 71 |
|
|
| 546 |
|
Commissions |
|
| 283 |
|
|
| 156 |
|
|
| 126 |
|
|
| 111 |
|
|
| 126 |
|
Other |
|
| 2 |
|
|
| 7 |
|
|
| 16 |
|
|
| 15 |
|
|
| (1 | ) |
Total (3) |
|
| 8,611 |
|
|
| 8,805 |
|
|
| 6,153 |
|
|
| 2,779 |
|
|
| 6,063 |
|
______________________
(1) | Contingent rent is revenue based on a specific percentage of gross sales of our tenants. |
(2) | Admission rights are the fees required from tenants for entering into a lease or a lease renewal. |
(3) | Consolidated rents. Revenue relating to the collective promotion fund is not included. |
Dot Baires Shopping, City of Buenos Aires
Dot Baires Shopping is a shopping mall that opened in May 2009. It has 4 floors and 3 underground levels, a covered surface area of 173,000 square meters, of which 48,018 sqm constitute GLA, comprising 162 retail stores, a 10-screen multiplex cinema and parking space for 2,100 vehicles in a surface of approximately 75,000 square meters.
Dot Baires Shopping is located at the spot where Avenida General Paz meets the Panamerican Highway in the neighborhood of Saavedra, City of Buenos Aires, and is the largest shopping mall in the city in terms of square meters. As of June 30, 2024, our equity interest in Panamerican Mall S.A. was 80%. Dot Baires Shopping is a meeting point in the City of Buenos Aires where daily services, the best brands and differential proposals are offered.
During the fiscal year ended June 30, 2024, the public visiting the Dot Baires shopping mall generated real retail sales that totaled approximately ARS 190,979 million, which represents a year-on-year increase of 0.4% in real terms and annual sales of approximately ARS 3,977,238 per square meter. Total rental income increased from ARS 11,878 million in real terms in the fiscal year ended June 30, 2023, to ARS 11,510 million in the fiscal year ended June 30, 2024, which represents annual income per gross leasable square meter of ARS 248,431 in fiscal year 2023 and ARS 239,702 in fiscal year 2024.
As of June 30, 2024, Dot Baires Shopping’s occupancy rate was 99.3%.
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| Table of Contents |
Dot Baires Shopping’s tenant mix
The following table sets forth the tenant mix in terms of types of business in Dot Baires Shopping as of June 30, 2024:
Type of business(1) |
| Tenant Sales |
|
| GLA |
| ||||||||||
|
| (in millions of ARS) |
|
| (%) |
|
| (sqm) |
|
| (% of total) |
| ||||
Clothes and footwear |
|
| 81,480 |
|
|
| 42.7 |
|
|
| 12,088 |
|
|
| 25.2 |
|
Department store |
|
| 796 |
|
|
| 0.4 |
|
|
| 4,476 |
|
|
| 9.3 |
|
Entertainment |
|
| 6,985 |
|
|
| 3.7 |
|
|
| 8,519 |
|
|
| 17.7 |
|
Home |
|
| 5,858 |
|
|
| 3.1 |
|
|
| 3,362 |
|
|
| 7.0 |
|
Restaurant |
|
| 31,070 |
|
|
| 16.3 |
|
|
| 2,155 |
|
|
| 4.5 |
|
Miscellaneous |
|
| 27,380 |
|
|
| 14.3 |
|
|
| 6,869 |
|
|
| 14.3 |
|
Services |
|
| 15,796 |
|
|
| 8.3 |
|
|
| 8,351 |
|
|
| 17.4 |
|
Home appliances |
|
| 21,614 |
|
|
| 11.3 |
|
|
| 2,198 |
|
|
| 4.6 |
|
Total |
|
| 190,979 |
|
|
| 100.0 |
|
|
| 48,018 |
|
|
| 100.0 |
|
______________________
(1) | Includes vacant stores as of June 30, 2024. GLA with respect to such vacant stores is included under the type of business of the last tenant to occupy such stores. |
Dot Baires Shopping’s revenue
The following table sets forth selected information relating to the revenue of Dot Baires Shopping for the fiscal years indicated:
|
| For the fiscal year ended June 30, |
| |||||||||||||||||
|
| 2024 |
|
| 2023 |
|
| 2022 |
|
| 2021 |
|
| 2020 |
| |||||
|
| (in millions of ARS) |
| |||||||||||||||||
Base rent |
|
| 6,701 |
|
|
| 6,543 |
|
|
| 3,782 |
|
|
| 2,066 |
|
|
| 6,056 |
|
Percentage rent (1) |
|
| 4,809 |
|
|
| 5,335 |
|
|
| 5,454 |
|
|
| 832 |
|
|
| 2,586 |
|
Total rent |
|
| 11,510 |
|
|
| 11,878 |
|
|
| 9,236 |
|
|
| 2,898 |
|
|
| 8,642 |
|
Non-traditional advertising |
|
| 714 |
|
|
| 468 |
|
|
| 234 |
|
|
| 119 |
|
|
| 409 |
|
Revenue from admission rights (2) |
|
| 1,309 |
|
|
| 1,044 |
|
|
| 832 |
|
|
| 914 |
|
|
| 1,546 |
|
Fees |
|
| 192 |
|
|
| 186 |
|
|
| 201 |
|
|
| 215 |
|
|
| 201 |
|
Parking |
|
| 1,761 |
|
|
| 1,148 |
|
|
| 743 |
|
|
| 48 |
|
|
| 1,828 |
|
Commissions |
|
| 545 |
|
|
| 386 |
|
|
| 312 |
|
|
| 249 |
|
|
| 201 |
|
Other |
|
| 7 |
|
|
| 19 |
|
|
| 15 |
|
|
| 1,412 |
|
|
| 54 |
|
Total (3) |
|
| 16,038 |
|
|
| 15,129 |
|
|
| 11,573 |
|
|
| 5,855 |
|
|
| 12,881 |
|
______________________
(1) | Contingent rent is revenue based on a specific percentage of gross sales of our tenants. |
(2) | Admission rights are the fees required from tenants for entering into a lease or a lease renewal. |
(3) | Consolidated rents. Revenue relating to the collective promotion fund is not included. |
Soleil Premium Outlet, greater Buenos Aires, province of Buenos Aires
Soleil Premium Outlet is located in San Isidro, Province of Buenos Aires. It opened in Argentina in 1986, but in 2010 it began a process of change becoming the first Premium Outlet in the country. It has a surface area of 47,525 square meters, 15,675 square meters of which are GLA, with a strong presence in the sports and leisure sector. It comprises 73 stores and 2,599 parking spaces. In addition, it has 6-screen multiplex cinemas, a supermarket and a food court.
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| Table of Contents |
During the fiscal year ended June 30, 2024, the public visiting the shopping mall generated real retail sales that totaled approximately ARS 140,712 million, which represents annual average sales of approximately ARS 8,976,842 per square meter and a year-on-year turnover increase of 11,7% in real terms. Total rental income increased from ARS 6,821 million in real terms for the fiscal year ended June 30, 2023, to ARS 7,770 million for the fiscal year ended June 30, 2024, representing annual income per gross leasable square meter of ARS 435,214 in fiscal year 2023 and ARS 495,694 in fiscal year 2024.
As of June 30, 2024, Soleil Premium Outlet’s occupancy rate was 100.0%.
Soleil Premium Outlet’s tenant mix
The following table sets forth the tenant mix in terms of types of business in Soleil Premium Outlet as of June 30, 2024:
Type of business (1) |
| Tenant Sales |
|
| GLA |
| ||||||||||
|
| (in millions of ARS) |
|
| (%) |
|
| (sqm) |
|
| (% of total) |
| ||||
Clothes and footwear |
|
| 118,832 |
|
|
| 84.6 |
|
|
| 11,038 |
|
|
| 70.5 |
|
Entertainment |
|
| 2,953 |
|
|
| 2.1 |
|
|
| 3,262 |
|
|
| 20.8 |
|
Home |
|
| 616 |
|
|
| 0.4 |
|
|
| 100 |
|
|
| 0.6 |
|
Restaurant |
|
| 11,407 |
|
|
| 8.1 |
|
|
| 711 |
|
|
| 4.5 |
|
Miscellaneous |
|
| 4,694 |
|
|
| 3.3 |
|
|
| 502 |
|
|
| 3.2 |
|
Services |
|
| 324 |
|
|
| 0.2 |
|
|
| — |
|
|
| — |
|
Home appliances |
|
| 1,886 |
|
|
| 1.3 |
|
|
| 62 |
|
|
| 0.4 |
|
Total |
|
| 140,712 |
|
|
| 100.0 |
|
|
| 15,675 |
|
|
| 100.0 |
|
______________________
(1) | Includes vacant stores as of June 30, 2024. GLA with respect to such vacant stores is included under the type of business of the last tenant to occupy such stores. |
Soleil Premium Outlet’s revenue
The following table sets forth selected information relating to the revenue of Soleil Premium Outlet during the following periods:
|
| For the fiscal year ended June 30, |
| |||||||||||||||||
|
| 2024 |
|
| 2023 |
|
| 2022 |
|
| 2021 |
|
| 2020 |
| |||||
|
| (in millions of ARS) |
| |||||||||||||||||
Base rent |
|
| 3,846 |
|
|
| 3,399 |
|
|
| 2,500 |
|
|
| 1,828 |
|
|
| 2,355 |
|
Percentage rent (1) |
|
| 3,924 |
|
|
| 3,422 |
|
|
| 3,381 |
|
|
| 769 |
|
|
| 1,442 |
|
Total rent |
|
| 7,770 |
|
|
| 6,821 |
|
|
| 5,881 |
|
|
| 2,597 |
|
|
| 3,797 |
|
Non-traditional advertising |
|
| 183 |
|
|
| 156 |
|
|
| 63 |
|
|
| 41 |
|
|
| 126 |
|
Revenue from admission rights (2) |
|
| 821 |
|
|
| 743 |
|
|
| 632 |
|
|
| 505 |
|
|
| 687 |
|
Fees |
|
| 69 |
|
|
| 67 |
|
|
| 71 |
|
|
| 82 |
|
|
| 63 |
|
Parking |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
Commissions |
|
| 228 |
|
|
| 208 |
|
|
| 175 |
|
|
| 33 |
|
|
| 193 |
|
Other |
|
| 2 |
|
|
| 8 |
|
|
| 10 |
|
|
| — |
|
|
| 20 |
|
Total (3) |
|
| 9,073 |
|
|
| 8,003 |
|
|
| 6,832 |
|
|
| 3,258 |
|
|
| 4,886 |
|
______________________
(1) | Contingent rent is revenue based on a specific percentage of gross sales of our tenants. |
(2) | Admission rights are the fees required from tenants for entering into a lease or a lease renewal. |
(3) | Consolidated rents. Revenue relating to the collective promotion fund is not included. |
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| Table of Contents |
Distrito Arcos, City of Buenos Aires
We opened Distrito Arcos on December 18, 2014. Distrito Arcos is a premium outlet located in the neighborhood of Palermo, City of Buenos Aires. It has 14,508 square meters of GLA and it consists of 63 stores, 427 parking spaces and 34 outdoor selling stands. In an open urban space, Arcos was consolidated in all its business units with sustained year-on-year growth.
During the fiscal year ended June 30, 2024, the public visiting the shopping mall generated real retail sales of approximately ARS 175,874 million, which represents a year-on-year decrease of 0.5% in real terms and sales per square were approximately ARS 12,122,553. Total rental income increased from ARS 10,522 million in real terms for the fiscal year ended June 30, 2023, to ARS 10,530 million in fiscal year ended June 30, 2024, representing annual income per gross leasable square meter of ARS 727,719 in fiscal year 2023 and ARS 725,806 in fiscal year 2024. The shopping mall concession is undergoing legal proceedings. For more information, see “Item 8. Financial Information—A. Consolidated Statements and Other Financial Information—Legal Proceedings—Arcos del Gourmet”.
As of June 30, 2024, Distrito Arcos’ occupancy rate was 100%.
Distrito Arcos’ tenant mix
The following table sets forth the mix of tenants by type of business at Distrito Arcos as of June 30, 2024:
Type of business (1) |
| Tenant Sales |
|
| GLA |
| ||||||||||
|
| (in millions of ARS) |
|
| (%) |
|
| (sqm) |
|
| (% of total) |
| ||||
Clothes and footwear |
|
| 149,040 |
|
|
| 84.8 |
|
|
| 10,992 |
|
|
| 75.7 |
|
Home |
|
| 431 |
|
|
| 0.2 |
|
|
| — |
|
|
| 0.0 |
|
Restaurant |
|
| 9,780 |
|
|
| 5.6 |
|
|
| 694 |
|
|
| 4.8 |
|
Miscellaneous |
|
| 7,607 |
|
|
| 4.3 |
|
|
| 1,624 |
|
|
| 11.2 |
|
Services |
|
| 7,435 |
|
|
| 4.2 |
|
|
| 1,198 |
|
|
| 8.3 |
|
Home appliances |
|
| 1,581 |
|
|
| 0.9 |
|
|
| — |
|
|
| 0.0 |
|
Total |
|
| 175,874 |
|
|
| 100.0 |
|
|
| 14,508 |
|
|
| 100.0 |
|
______________________
(1) | Includes vacant stores as of June 30, 2024. GLA with respect to such vacant stores is included under the type of business of the last tenant to occupy such stores. |
Distrito Arcos’ revenue
The following table sets forth selected information relating to the revenue from Distrito Arcos during the following periods:
|
| For the fiscal year ended June 30, |
| |||||||||||||||||
|
| 2024 |
|
| 2023 |
|
| 2022 |
|
| 2021 |
|
| 2020 |
| |||||
|
| (in millions of ARS) |
| |||||||||||||||||
Base rent |
|
| 4,774 |
|
|
| 3,946 |
|
|
| 2,995 |
|
|
| 2,578 |
|
|
| 4,655 |
|
Percentage rent (1) |
|
| 5,756 |
|
|
| 6,576 |
|
|
| 5,406 |
|
|
| 2,233 |
|
|
| 2,434 |
|
Total rent |
|
| 10,530 |
|
|
| 10,522 |
|
|
| 8,401 |
|
|
| 4,811 |
|
|
| 7,089 |
|
Non-traditional advertising |
|
| 424 |
|
|
| 189 |
|
|
| 208 |
|
|
| 137 |
|
|
| 104 |
|
Revenue from admission rights (2) |
|
| 1,123 |
|
|
| 1,025 |
|
|
| 736 |
|
|
| 82 |
|
|
| 1,185 |
|
Fees |
|
| 52 |
|
|
| 48 |
|
|
| 56 |
|
|
| 56 |
|
|
| 48 |
|
Parking |
|
| 919 |
|
|
| 925 |
|
|
| 728 |
|
|
| 119 |
|
|
| 561 |
|
Commissions |
|
| 323 |
|
|
| 282 |
|
|
| 271 |
|
|
| 241 |
|
|
| 41 |
|
Other |
|
| 2 |
|
|
| 9 |
|
|
| 21 |
|
|
| 8 |
|
|
| 22 |
|
Total (3) |
|
| 13,412 |
|
|
| 13,000 |
|
|
| 10,421 |
|
|
| 5,454 |
|
|
| 9,050 |
|
______________________
(1) | Contingent rent is revenue based on a specific percentage of gross sales of our tenants. |
(2) | Admission rights are the fees required from tenants for entering into a lease or a lease renewal. |
(3) | Consolidated rents. Revenue relating to the collective promotion fund is not included. |
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| Table of Contents |
Alto NOA, City of Salta, Province of Salta
Alto Noa is an 83-store shopping mall that opened in 1994. Alto Noa is located in the City of Salta, the capital of the Province of Salta, in the northwest region of Argentina. The province of Salta has a population of approximately 1.3 million inhabitants with approximately 0.8 million inhabitants in the City of Salta. The shopping mall has a total constructed area of approximately 31,046 square meters (including parking) which consists of 19,427 square meters of GLA. Alto Noa has a food court with 12 restaurants, a large entertainment center, a supermarket and a multiplex cinema with eight screens. The shopping mall occupies one floor and has free parking spaces for 520 cars. Alto Noa’s targeted clientele consists of middle-income individuals between the ages of 28 and 40.
During the fiscal year ended June 30, 2024, the public visiting the shopping mall generated real retail sales that totaled approximately ARS 90,271 million, which represents fiscal period sales of approximately ARS 4,646,677 per square meter and a year-on-year decrease of 6.8% in real terms. Total rental income increased from ARS 4,693 million in real terms in fiscal year ended June 30, 2023, to ARS 4,693 million in fiscal year ended June 30, 2024, which represents annual income per gross leasable square meter of ARS 241,546 in fiscal year 2023 and ARS 241,571 in fiscal year 2024.
As of June 30, 2024, Alto Noa’s occupancy rate was 99.4%.
Alto NOA’s tenant mix
The following table sets forth the mix of tenants by type of business at Alto NOA as of June 30, 2024:
Type of business (1) |
| Tenant Sales |
|
| GLA |
| ||||||||||
|
| (in millions of ARS) |
|
| (%) |
|
| (sqm) |
|
| (% of total) |
| ||||
Clothes and footwear |
|
| 28,149 |
|
|
| 31.2 |
|
|
| 4,611 |
|
|
| 23.6 |
|
Entertainment |
|
| 7,129 |
|
|
| 7.9 |
|
|
| 6,507 |
|
|
| 33.5 |
|
Home |
|
| 1,286 |
|
|
| 1.4 |
|
|
| 245 |
|
|
| 1.3 |
|
Restaurant |
|
| 12,427 |
|
|
| 13.8 |
|
|
| 1,512 |
|
|
| 7.8 |
|
Services |
|
| 3,467 |
|
|
| 3.8 |
|
|
| 302 |
|
|
| 1.6 |
|
Miscellaneous |
|
| 24,976 |
|
|
| 27.7 |
|
|
| 5,528 |
|
|
| 28.5 |
|
Home appliances |
|
| 12,837 |
|
|
| 14.2 |
|
|
| 722 |
|
|
| 3.7 |
|
Total |
|
| 90,271 |
|
|
| 100.0 |
|
|
| 19,427 |
|
|
| 100.0 |
|
______________________
(1) | Includes vacant stores as of June 30, 2024. GLA with respect to such vacant stores is included under the type of business of the last tenant to occupy such stores. |
Alto NOA’s revenue
The following table sets forth selected information relating to the revenue of Alto NOA during the fiscal years indicated:
|
| For the fiscal year ended June 30, |
| |||||||||||||||||
|
| 2024 |
|
| 2023 |
|
| 2022 |
|
| 2021 |
|
| 2020 |
| |||||
|
| (in millions of ARS) |
| |||||||||||||||||
Base rent |
|
| 2,735 |
|
|
| 2,367 |
|
|
| 1,809 |
|
|
| 1,676 |
|
|
| 1,977 |
|
Percentage rent (1) |
|
| 1,958 |
|
|
| 2,326 |
|
|
| 2,337 |
|
|
| 1,025 |
|
|
| 1,122 |
|
Total rent |
|
| 4,693 |
|
|
| 4,693 |
|
|
| 4,146 |
|
|
| 2,701 |
|
|
| 3,099 |
|
Non-traditional advertising |
|
| 88 |
|
|
| 56 |
|
|
| 89 |
|
|
| 56 |
|
|
| 82 |
|
Revenue from admission rights (2) |
|
| 397 |
|
|
| 301 |
|
|
| 234 |
|
|
| 249 |
|
|
| 338 |
|
Fees |
|
| 31 |
|
|
| 30 |
|
|
| 33 |
|
|
| 33 |
|
|
| 33 |
|
Parking |
|
| 36 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
Commissions |
|
| 151 |
|
|
| 163 |
|
|
| 111 |
|
|
| 82 |
|
|
| 82 |
|
Other |
|
| 3 |
|
|
| 7 |
|
|
| 9 |
|
|
| 44 |
|
|
| 11 |
|
Total (3) |
|
| 5,399 |
|
|
| 5,250 |
|
|
| 4,622 |
|
|
| 3,165 |
|
|
| 3,645 |
|
______________________
(1) | Contingent rent is revenue based on a specific percentage of gross sales of our tenants. |
(2) | Admission rights are the fees required from tenants for entering into a lease or a lease renewal. |
(3) | Consolidated rents. Revenue relating to the collective promotion fund is not included. |
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| Table of Contents |
Alto Rosario, City of Rosario, Province of Santa Fe
Alto Rosario is a 130-store shopping mall located in the City of Rosario, Province of Santa Fe, the third largest city in Argentina in terms of population. It has a total constructed area of approximately 100,750 square meters which consists of 34,858 square meters of GLA. Alto Rosario has a food court with 20 restaurants, a large entertainment center, a supermarket, and a Showcase cinema with 14 state-of-the-art screens. The shopping mall occupies one floor and has free parking spaces that can accommodate 1,700 cars. Alto Rosario’s targeted clientele consists of middle-income individuals between the ages of 28 and 40.
During the fiscal year ended June 30, 2024, the public visitors to the shopping mall generated real retail sales of approximately ARS 236,778 million, which represents a year-on-year decrease of 11.6% in real terms. Sales per square meter were approximately ARS 6,792,644. Total rental income increased from ARS 16,217 million in real terms in fiscal year ended June 30, 2023, to ARS 14,527 million in fiscal year ended June 30, 2024, which represents annual income per gross leasable square meter of ARS 465,229 in fiscal year 2023 and ARS 416,748 in fiscal year 2024.
As of June 30, 2024, Alto Rosario’s occupancy rate was 93.7%.
Alto Rosario’s tenant mix
The following table sets forth the tenant mix by type of business at Alto Rosario as of June 30, 2024:
Type of business (1) |
| Tenant Sales |
|
| GLA |
| ||||||||||
|
| (in millions of ARS) |
|
| (%) |
|
| (sqm) |
|
| (% of total) |
| ||||
Clothes and footwear |
|
| 129,074 |
|
|
| 54.4 |
|
|
| 16,255 |
|
|
| 46.6 |
|
Entertainment |
|
| 5,372 |
|
|
| 2.3 |
|
|
| 9,586 |
|
|
| 27.5 |
|
Home |
|
| 6,885 |
|
|
| 2.9 |
|
|
| 654 |
|
|
| 1.9 |
|
Restaurant |
|
| 29,488 |
|
|
| 12.5 |
|
|
| 2,506 |
|
|
| 7.2 |
|
Miscellaneous |
|
| 24,822 |
|
|
| 10.5 |
|
|
| 2,410 |
|
|
| 6.9 |
|
Services |
|
| 2,614 |
|
|
| 1.1 |
|
|
| 1,189 |
|
|
| 3.4 |
|
Home appliances |
|
| 38,523 |
|
|
| 16.3 |
|
|
| 2,258 |
|
|
| 6.5 |
|
Total |
|
| 236,778 |
|
|
| 100.0 |
|
|
| 34,858 |
|
|
| 100.0 |
|
______________________
(1) | Includes vacant stores as of June 30, 2024. GLA with respect to such vacant stores is included under the type of business of the last tenant to occupy such stores. |
Alto Rosario’s revenue
The following table sets forth selected information relating to the revenue of Alto Rosario during the following periods:
|
| For the fiscal year ended June 30, |
| |||||||||||||||||
|
| 2024 |
|
| 2023 |
|
| 2022 |
|
| 2021 |
|
| 2020 |
| |||||
|
| (in millions of ARS) |
| |||||||||||||||||
Base rent |
|
| 7,988 |
|
|
| 7,438 |
|
|
| 5,461 |
|
|
| 3,923 |
|
|
| 4,629 |
|
Percentage rent (1) |
|
| 6,539 |
|
|
| 8,779 |
|
|
| 8,891 |
|
|
| 3,886 |
|
|
| 3,355 |
|
Total rent |
|
| 14,527 |
|
|
| 16,217 |
|
|
| 14,352 |
|
|
| 7,809 |
|
|
| 7,984 |
|
Non-traditional advertising |
|
| 408 |
|
|
| 253 |
|
|
| 119 |
|
|
| 119 |
|
|
| 215 |
|
Revenue from admission rights (2) |
|
| 1,916 |
|
|
| 1,806 |
|
|
| 1,468 |
|
|
| 1,289 |
|
|
| 1,627 |
|
Fees |
|
| 112 |
|
|
| 108 |
|
|
| 119 |
|
|
| 126 |
|
|
| 119 |
|
Parking |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
Commissions |
|
| 567 |
|
|
| 405 |
|
|
| 327 |
|
|
| 249 |
|
|
| 279 |
|
Other |
|
| 2 |
|
|
| 14 |
|
|
| 25 |
|
|
| 60 |
|
|
| 27 |
|
Total (3) |
|
| 17,532 |
|
|
| 18,803 |
|
|
| 16,410 |
|
|
| 9,652 |
|
|
| 10,251 |
|
______________________
(1) | Contingent rent is revenue based on a specific percentage of gross sales of our tenants. |
(2) | Admission rights are the fees required from tenants for entering into a lease or a lease renewal. |
(3) | Consolidated rents. Revenue relating to the collective promotion fund is not included. |
| 64 |
| Table of Contents |
Mendoza Plaza, City of Mendoza, Province of Mendoza
Mendoza Plaza is a 118-store shopping mall, opened in 1992 and is located in the district of Guaymallén, in the Province of Mendoza. The city of Mendoza has a population of approximately 1.5 million inhabitants, making it the fourth largest City in Argentina. Mendoza Plaza Shopping consists of 41,511 square meters of GLA and has a multiplex cinema covering an area of approximately 3,659 square meters with ten screens, one of them a 4D being the first in the province, a food court with 10 restaurants, 5 restaurants on the street in the new sector called “Shopping District Food”, an entertainment center and a supermarket, which is also a tenant. The shopping mall has two levels and has free parking spaces for 1,817 cars, 358 of which are underground. Mendoza Plaza’s targeted clientele consists of middle-income individuals between the ages of 28 and 40.
During the fiscal year ended June 30, 2024, the public visiting the shopping mall generated real retail sales that totaled approximately ARS 138,306 million, which represents annual sales for approximately ARS 3,331,792 per square meter and a year-on-year decrease of 4.6% in real terms. Total rental income decreased from ARS 6,985 million in real terms in fiscal year ended June 30, 2023 to ARS 6,666 million in fiscal year ended June 30, 2024, which represents annual income per gross leasable square meter of ARS 168,262 in fiscal year 2023 and ARS 160,584 in fiscal year 2024.
As of June 30, 2024, Mendoza Plaza’s occupancy rate was 98.6%.
Mendoza Plaza’s tenant mix
The following table sets forth the mix of tenants by type of business at Mendoza Plaza as of June 30, 2024:
Type of business (1) |
| Tenant Sales |
|
| GLA |
| ||||||||||
|
| (in millions of ARS) |
|
| (%) |
|
| (sqm) |
|
| (% of total) |
| ||||
Clothes and footwear |
|
| 50,175 |
|
|
| 36.3 |
|
|
| 10,503 |
|
|
| 25.4 |
|
Entertainment |
|
| 5,317 |
|
|
| 3.8 |
|
|
| 7,351 |
|
|
| 17.7 |
|
Home |
|
| 6,817 |
|
|
| 4.9 |
|
|
| 6,776 |
|
|
| 16.3 |
|
Restaurant |
|
| 18,351 |
|
|
| 13.3 |
|
|
| 4,166 |
|
|
| 10.0 |
|
Miscellaneous |
|
| 26,794 |
|
|
| 19.4 |
|
|
| 7,689 |
|
|
| 18.5 |
|
Services |
|
| 1,125 |
|
|
| 0.8 |
|
|
| 2,384 |
|
|
| 5.7 |
|
Home appliances |
|
| 29,727 |
|
|
| 21.5 |
|
|
| 2,642 |
|
|
| 6.4 |
|
Total |
|
| 138,306 |
|
|
| 100.0 |
|
|
| 41,511 |
|
|
| 100.0 |
|
______________________
(1) | Includes vacant stores as of June 30, 2024. GLA with respect to such vacant stores is included under the type of business of the last tenant to occupy such stores. |
| 65 |
| Table of Contents |
Mendoza Plaza’s revenue
The table sets forth selected information relating to the revenue of Mendoza Plaza during the fiscal years indicated:
|
| For the fiscal year ended June 30, |
| |||||||||||||||||
|
| 2024 |
|
| 2023 |
|
| 2022 |
|
| 2021 |
|
| 2020 |
| |||||
|
| (in millions of ARS) |
| |||||||||||||||||
Base rent |
|
| 4,090 |
|
|
| 3,682 |
|
|
| 2,549 |
|
|
| 2,723 |
|
|
| 2,972 |
|
Percentage rent (1) |
|
| 2,576 |
|
|
| 3,303 |
|
|
| 3,373 |
|
|
| 1,553 |
|
|
| 1,754 |
|
Total rent |
|
| 6,666 |
|
|
| 6,985 |
|
|
| 5,922 |
|
|
| 4,276 |
|
|
| 4,726 |
|
Non-traditional advertising |
|
| 202 |
|
|
| 108 |
|
|
| 82 |
|
|
| 104 |
|
|
| 145 |
|
Revenue from admission rights (2) |
|
| 615 |
|
|
| 464 |
|
|
| 409 |
|
|
| 383 |
|
|
| 520 |
|
Fees |
|
| 65 |
|
|
| 63 |
|
|
| 71 |
|
|
| 71 |
|
|
| 167 |
|
Parking |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
Commissions |
|
| 288 |
|
|
| 201 |
|
|
| 186 |
|
|
| 89 |
|
|
| 167 |
|
Other |
|
| 71 |
|
|
| 74 |
|
|
| 107 |
|
|
| 137 |
|
|
| 104 |
|
Total (3) |
|
| 7,907 |
|
|
| 7,895 |
|
|
| 6,777 |
|
|
| 5,060 |
|
|
| 5,829 |
|
______________________
(1) | Contingent rent is revenue based on a specific percentage of gross sales of our tenants. |
(2) | Admission rights are the fees required from tenants for entering into a lease or a lease renewal. |
(3) | Consolidated rents. Revenue relating to the collective promotion fund is not included. |
Córdoba Shopping—Villa Cabrera, City of Córdoba
Córdoba Shopping Villa Cabrera is a shopping mall covering 35,000 square meters of surface area, with 15,368 square meters being GLA. Córdoba Shopping has 98 commercial stores, a 12-screen multiplex cinema and parking spaces for 1,500 vehicles, located in Villa Cabrera, City of Córdoba, Province of Córdoba, the second largest City in Argentina in terms of population.
During the fiscal year ended June 30, 2024, the public visiting the shopping mall generated real retail sales of approximately ARS 75,872 million, which represents a year-on-year decrease of 9.9% in real terms. Sales per square meter were approximately ARS 4,937,012. Total rental income decreased from ARS 5,257 million in real terms in fiscal year ended June 30, 2023, to ARS 4,975 million in fiscal year ended June 30, 2024, which represents annual income per gross leasable square meter of ARS 342,079 in fiscal year 2023 and ARS 323,725 in fiscal year 2024.
As of June 30, 2024, Córdoba Shopping’s occupancy rate was 99.5%.
Córdoba Shopping—Villa Cabrera’s tenant mix
The following table sets forth the tenant mix in terms of types of business in Córdoba Shopping as of June 30, 2024:
Type of business (1) |
| Tenant Sales |
|
| GLA |
| ||||||||||
|
| (in millions of ARS) |
|
| (%) |
|
| (sqm) |
|
| (% of total) |
| ||||
Clothes and footwear |
|
| 51,103 |
|
|
| 67.4 |
|
|
| 6,327 |
|
|
| 41.1 |
|
Entertainment |
|
| 2,107 |
|
|
| 2.8 |
|
|
| 5,842 |
|
|
| 38.0 |
|
Home |
|
| 2,126 |
|
|
| 2.8 |
|
|
| 226 |
|
|
| 1.5 |
|
Restaurant |
|
| 7,222 |
|
|
| 9.5 |
|
|
| 722 |
|
|
| 4.7 |
|
Miscellaneous |
|
| 8,125 |
|
|
| 10.7 |
|
|
| 1,024 |
|
|
| 6.7 |
|
Services |
|
| 545 |
|
|
| 0.7 |
|
|
| 730 |
|
|
| 4.8 |
|
Home appliances |
|
| 4,644 |
|
|
| 6.1 |
|
|
| 497 |
|
|
| 3.2 |
|
Total |
|
| 75,872 |
|
|
| 100.0 |
|
|
| 15,368 |
|
|
| 100.0 |
|
______________________
(1) | Includes vacant stores as of June 30, 2024. GLA with respect to such vacant stores is included under the type of business of the last tenant to occupy such stores. |
| 66 |
| Table of Contents |
Revenue from Córdoba Shopping—Villa Cabrera
The following table sets forth selected information relating to the revenue of Córdoba Shopping during the fiscal years indicated:
|
| For the fiscal year ended June 30, |
| |||||||||||||||||
|
| 2024 |
|
| 2023 |
|
| 2022 |
|
| 2021 |
|
| 2020 |
| |||||
|
| (in millions of ARS) |
| |||||||||||||||||
Base rent |
|
| 2,695 |
|
|
| 2,463 |
|
|
| 1,601 |
|
|
| 1,442 |
|
|
| 1,482 |
|
Percentage rent (1) |
|
| 2,280 |
|
|
| 2,794 |
|
|
| 2,835 |
|
|
| 1,152 |
|
|
| 1,267 |
|
Total rent |
|
| 4,975 |
|
|
| 5,257 |
|
|
| 4,436 |
|
|
| 2,594 |
|
|
| 2,749 |
|
Non-traditional advertising |
|
| 191 |
|
|
| 130 |
|
|
| 48 |
|
|
| 71 |
|
|
| 119 |
|
Revenue from admission rights (2) |
|
| 598 |
|
|
| 450 |
|
|
| 256 |
|
|
| 264 |
|
|
| 394 |
|
Fees |
|
| 40 |
|
|
| 37 |
|
|
| 41 |
|
|
| 48 |
|
|
| 126 |
|
Parking |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
Commissions |
|
| 205 |
|
|
| 123 |
|
|
| 119 |
|
|
| 82 |
|
|
| 82 |
|
Other |
|
| 47 |
|
|
| 48 |
|
|
| 19 |
|
|
| 32 |
|
|
| 22 |
|
Total (3) |
|
| 6,056 |
|
|
| 6,045 |
|
|
| 4,919 |
|
|
| 3,091 |
|
|
| 3,492 |
|
______________________
(1) | Contingent rent is revenue based on a specific percentage of gross sales of our tenants. |
(2) | Admission rights are the fees required from tenants for entering into a lease or a lease renewal. |
(3) | Consolidated rents. Revenue relating to the collective promotion fund is not included. |
La Ribera Shopping, City of Santa Fé, Province of Santa Fé
We hold 50% of Nuevo Puerto Santa Fe S.A.’s shares, a corporation that is tenant of a building in which it built and currently operates “La Ribera” shopping mall, which has a surface area of 47,506 square meters, comprising 67 retail stores and seven 2D, 3D and XD-screen multiplex cinema with the latest sound and image technology. It also comprises a 510-square meter cultural center and 24,553 square meters in outdoor areas and free parking space. Its GLA is 10,542 square meters. The shopping mall is strategically located in Dock I of the port of the City of Santa Fe in the Province of Santa Fe, just 3 blocks away from its commercial and banking center, the place with the largest development in terms of real estate in the City of Santa Fe, 27 kilometers away from the City of Paraná and 96 kilometers away from the City of Rafaela, its range of influence represents a potential market of over one million people.
During the fiscal year ended June 30, 2024, the public visiting the shopping mall generated real retail sales of approximately ARS 36,788 million, which represents a year-on-year decrease of 13.4% and sales per square meter were approximately ARS 3,489,660. Total rental income decreased from ARS 1,356 million in real terms in fiscal year ended June 30, 2023 to ARS 1,300 million in fiscal year ended June 30, 2024, representing annual income per gross leasable square meter of ARS 128,776 in fiscal year 2023 and ARS 123,316 in fiscal year 2024.
As of June 30, 2024, La Ribera Shopping’s occupancy rate was 91.7%.
La Ribera Shopping’s tenant mix
The following table sets forth the mix of tenants by type of business at La Ribera Shopping as of June 30, 2024:
Type of business(1) |
| Tenant Sales |
|
| GLA |
| ||||||||||
|
| (in millions of ARS) |
|
| (%) |
|
| (sqm) |
|
| (% of total) |
| ||||
Clothes and footwear |
|
| 16,056 |
|
|
| 43.6 |
|
|
| 3,603 |
|
|
| 34.1 |
|
Entertainment |
|
| 3,875 |
|
|
| 10.5 |
|
|
| 3,323 |
|
|
| 31.5 |
|
Home |
|
| 1,223 |
|
|
| 3.3 |
|
|
| 381 |
|
|
| 3.6 |
|
Restaurant |
|
| 8,887 |
|
|
| 24.2 |
|
|
| 2,308 |
|
|
| 21.9 |
|
Miscellaneous |
|
| 4,806 |
|
|
| 13.1 |
|
|
| 776 |
|
|
| 7.4 |
|
Services |
|
| 74 |
|
|
| 0.2 |
|
|
| 48 |
|
|
| 0.5 |
|
Home appliances |
|
| 1,867 |
|
|
| 5.1 |
|
|
| 103 |
|
|
| 1.0 |
|
Total |
|
| 36,788 |
|
|
| 100.0 |
|
|
| 10,542 |
|
|
| 100.0 |
|
______________________
(1) | Includes vacant stores as of June 30, 2024. GLA with respect to such vacant stores is included under the type of business of the last tenant to occupy such stores. |
| 67 |
| Table of Contents |
La Ribera Shopping’s revenue
The following table sets forth selected information relating to the revenue of La Ribera Shopping during the fiscal years indicated:
|
| For the fiscal year ended June 30, (4) |
| |||||||||||||||||
|
| 2024 |
|
| 2023 |
|
| 2022 |
|
| 2021 |
|
| 2020 |
| |||||
|
| (in millions of ARS) |
| |||||||||||||||||
Base rent |
|
| 855 |
|
|
| 646 |
|
|
| 346 |
|
|
| 223 |
|
|
| 528 |
|
Percentage rent (1) |
|
| 445 |
|
|
| 710 |
|
|
| 639 |
|
|
| 82 |
|
|
| 409 |
|
Total rent |
|
| 1,300 |
|
|
| 1,356 |
|
|
| 985 |
|
|
| 305 |
|
|
| 937 |
|
Non-traditional advertising |
|
| 53 |
|
|
| 37 |
|
|
| 15 |
|
|
| 15 |
|
|
| 56 |
|
Revenue from admission rights (2) |
|
| 117 |
|
|
| 74 |
|
|
| 48 |
|
|
| 56 |
|
|
| 71 |
|
Fees |
|
| 19 |
|
|
| 22 |
|
|
| 15 |
|
|
| 15 |
|
|
| 22 |
|
Parking |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
Commissions |
|
| 133 |
|
|
| 109 |
|
|
| 52 |
|
|
| 25 |
|
|
| 77 |
|
Other |
|
| 1 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
Total (3) |
|
| 1,623 |
|
|
| 1,598 |
|
|
| 1,115 |
|
|
| 416 |
|
|
| 1,163 |
|
______________________
(1) | Contingent rent is revenue based on a specific percentage of gross sales of our tenants. |
(2) | Admission rights are the fees required from tenants for entering into a lease or a lease renewal. |
(3) | Consolidated rents. Revenue relating to the collective promotion fund is not included. |
(4) | It does not reflect our participation on this property. |
Alto Comahue, City of Neuquén, Province of Neuquén
Alto Comahue, was inaugurated on March 17, 2015, and is located in the City of Neuquén, in the Patagonian region of Argentina. It has a total surface of 35,000 square meters and 11,701 square meters of GLA, approximately 1,066 roof-covered and open-air parking spaces and a large entertainment and leisure area. Alto Comahue offers 84 retail stores that house the most prestigious brands in Argentina and has a 6-screen multiplex cinema and a theme restaurant. It is a three-story building consisting of a basement where the parking space and a 1,000 square meters Food Hall are located; the ground floor consisting of 5,000 square meters for retail stores, and the first floor consisting of 1,000 square meters for restaurants with unique views of the city, 2,600 square meters of retail stores and 2,100 square meters of cinemas.
During the fiscal year ended June 30, 2024, visitors to the shopping mall generated real retail sales that totaled approximately ARS 77,530 million, which represent a year-on-year increase of 7.3% and sales per square meter of approximately ARS 6,625,929. Total rental income increased from ARS 4,117 million in real terms in fiscal year ended June 30, 2023 to ARS 4,639 million in fiscal year ended June 30, 2024, which represents total revenue for the period per GLA of ARS 351,853 in fiscal year 2023 and ARS 396,462 in fiscal year 2024.
As of June 30, 2024, Alto Comahue’s occupancy rate was 99.4%.
| 68 |
| Table of Contents |
Alto Comahue’s tenant mix
The following table sets forth the mix of tenants by type of business at Alto Comahue as of June 30, 2024:
Type of business (1) |
| Tenant Sales |
|
| GLA |
| ||||||||||
|
| (in millions of ARS) |
|
| (%) |
|
| (sqm) |
|
| (% of total) |
| ||||
Clothes and footwear |
|
| 35,288 |
|
|
| 45.6 |
|
|
| 5,691 |
|
|
| 48.6 |
|
Entertainment |
|
| 3,350 |
|
|
| 4.3 |
|
|
| 2,199 |
|
|
| 18.8 |
|
Home |
|
| 5,194 |
|
|
| 6.7 |
|
|
| 366 |
|
|
| 3.1 |
|
Restaurant |
|
| 16,214 |
|
|
| 20.9 |
|
|
| 1,551 |
|
|
| 13.3 |
|
Miscellaneous |
|
| 12,366 |
|
|
| 15.9 |
|
|
| 859 |
|
|
| 7.3 |
|
Services |
|
| 1,261 |
|
|
| 1.6 |
|
|
| 186 |
|
|
| 1.6 |
|
Home appliances |
|
| 3,857 |
|
|
| 5.0 |
|
|
| 849 |
|
|
| 7.3 |
|
Total |
|
| 77,530 |
|
|
| 100.0 |
|
|
| 11,701 |
|
|
| 100.0 |
|
______________________
(1) | Includes vacant stores as of June 30, 2024. GLA with respect to such vacant stores is included under the type of business of the last tenant to occupy such stores. |
Alto Comahue’s revenue
The following table sets forth selected information relating to the revenue derived from Alto Comahue during the following periods:
|
| For the fiscal year ended June 30, |
| |||||||||||||||||
|
| 2024 |
|
| 2023 |
|
| 2022 |
|
| 2021 |
|
| 2020 |
| |||||
|
| (in millions of ARS) |
| |||||||||||||||||
Base rent |
|
| 2,329 |
|
|
| 1,873 |
|
|
| 1,129 |
|
|
| 520 |
|
|
| 5,848 |
|
Percentage rent (1) |
|
| 2,310 |
|
|
| 2,244 |
|
|
| 1,913 |
|
|
| 264 |
|
|
| 1,226 |
|
Total rent |
|
| 4,639 |
|
|
| 4,117 |
|
|
| 3,042 |
|
|
| 784 |
|
|
| 7,074 |
|
Non-traditional advertising |
|
| 82 |
|
|
| 41 |
|
|
| 22 |
|
|
| 22 |
|
|
| 63 |
|
Revenue from admission rights (2) |
|
| 388 |
|
|
| 301 |
|
|
| 186 |
|
|
| 186 |
|
|
| 208 |
|
Fees |
|
| 34 |
|
|
| 33 |
|
|
| 41 |
|
|
| 41 |
|
|
| 48 |
|
Parking |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
Commissions |
|
| 162 |
|
|
| 104 |
|
|
| 71 |
|
|
| 41 |
|
|
| 22 |
|
Other |
|
| 2 |
|
|
| 11 |
|
|
| 11 |
|
|
| 33 |
|
|
| 27 |
|
Total (3) |
|
| 5,307 |
|
|
| 4,607 |
|
|
| 3,373 |
|
|
| 1,107 |
|
|
| 7,442 |
|
______________________
(1) | Contingent rent is revenue based on a specific percentage of gross sales of our tenants. |
(2) | Admission rights are the fees required from tenants for entering into a lease or a lease renewal. |
(3) | Consolidated rents. Revenue relating to the collective promotion fund is not included. |
Principal Terms of our Leases
Under the Argentine Civil and Commercial Code, the term of the leases cannot exceed twenty years for residential leases and fifty years for the other leases.
Leasable space in our shopping malls is marketed through an exclusive arrangement with our wholly owned subsidiary and real estate broker Fibesa S.A., or “Fibesa.” We use a standard lease agreement for most tenants at our shopping malls, the terms and conditions of which are described below. However, our largest or “anchor” tenants generally negotiate better terms for their respective leases. No assurance can be given that lease terms will be as set forth in the standard lease agreement.
Rent amount specified in our leases generally is the higher of (i) a monthly Base Rent and (ii) a specified percentage of the tenant’s monthly gross sales in the store, which percentage generally ranges between 2% and 12% of tenant’s gross sales. Additionally, under the rent adjustment clause included in most of our rental contracts, the tenant’s basic rent is generally updated monthly or quarterly and cumulatively by the CPI index.
In addition to rent, we charge most of our tenants an admission right, which must be paid upon execution of the lease agreement and upon its renewal. The admission right is normally paid as a lump sum or in a small number of monthly installments. If the tenants pay this fee in installments, the tenants are responsible for paying the balance of any such unpaid amount if they terminate the lease prior to its expiration. In the event of unilateral termination and/or resolution for breach by the tenants, tenants will not be refunded their admission payment without our consent.
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We lease our stores, kiosks and spaces in our shopping malls through our wholly-owned subsidiary Fibesa. We charge our tenants a fee for the brokerage services, which usually amounts to approximately three months of the Base Rent plus the admission right.
The tenants of the shopping centers have electricity, gas and water services and, if applicable, depending on the tenant's commercial activity, telephone switchboard, central air conditioning connection, connection to the general fire detection and extinguishing system, and provision of emergency energy through generator sets in common sectors. Each tenant is responsible for completing all necessary installations within their unit, and must also pay the direct expenses generated by these services within each unit. Direct expenses generally include electricity, water, gas, telephone and air conditioning. The tenant must also pay a percentage of the total costs and general taxes related to the maintenance of the common areas. We determine that percentage or “coupe” based on different factors. Common area expenses include, among other things, administration, security, operations, maintenance, cleaning and taxes.
We carry out promotional and marketing activities to draw consumer traffic to our shopping malls. These activities are paid for with the tenants’ contributions to the Collective Promotion Fund, or “CPF,” which is administered by us. Tenants are required to contribute 15% of their rent (Base Rent plus Percentage Rent) to the CPF. We may increase the percentage tenants must contribute to the CPF with up to 25% of the original amount set forth in the corresponding lease agreement for the contributions to the CPF. We may also require tenants to make extraordinary contributions to the CPF to fund special promotional and marketing campaigns or to cover the costs of special promotional events that benefit all tenants. We may require tenants to make these extraordinary contributions up to four times a year provided that each extraordinary contribution may not exceed 25% of the tenant’s preceding monthly lease payment.
Each tenant leases its rental unit as a shell without any fixtures and is responsible for the interior design of its rental unit. Any modifications and additions to the rental units must be pre-approved by us. We have the option to charge the tenant for all costs incurred in remodeling the rental units and for removing any additions made to the rental unit when the lease expires. Furthermore, tenants are responsible for obtaining adequate insurance for their rental units, which must cover, among other things, damage caused by fire, glass breakage, theft, flood, civil liability and workers’ compensation.
Control Systems
IRSA has computer systems equipped to monitor tenants’ sales in all of its shopping malls. IRSA also conducts regular revenues audits of our tenants’ accounting sales records in all of our shopping malls. IRSA uses the information generated from the computer monitoring system to prepare statistical data regarding, among other things, total sales, average sales and peak sale hours for marketing purposes and as a reference for the revenues audit. Most of its shopping mall lease agreements require the tenant to have its point of sale system linked to our server.
Competition
IRSA is the largest owner and operator of shopping malls, offices and other commercial properties in Argentina in terms of GLA and number of rental properties. Given that most of our shopping malls are located in highly populated areas, there are competing shopping malls within, or in close proximity to, areas targeted by our real estate portfolio, as well as stores located on avenues or streets. The number of shopping malls in a particular area could have a material effect on the ability to lease space in shopping malls and on the amount of rent that we are able to charge. We believe that due to the limited availability of large plots of land and zoning restrictions in the City of Buenos Aires, it is difficult for other companies to compete in areas through the development of new shopping malls. The principal competitor is Cencosud S.A. which owns and operates Unicenter Shopping and the Jumbo hypermarket chain, among others.
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The following table shows certain information concerning the most significant owners and operators of shopping malls in Argentina, as of June 30, 2024:
Entity |
| Shopping malls |
| Location |
| GLA |
|
| Market share (1) |
| ||
|
|
|
|
|
| sqm |
|
| (%) |
| ||
IRSA |
| Alto Palermo |
| City of Buenos Aires |
|
| 20,733 |
|
|
| 1.56 |
|
|
| Abasto Shopping (2) |
| City of Buenos Aires |
|
| 37,166 |
|
|
| 2.80 |
|
|
| Alto Avellaneda |
| Province of Buenos Aires |
|
| 39,784 |
|
|
| 3.00 |
|
|
| Alcorta Shopping |
| City of Buenos Aires |
|
| 15,859 |
|
|
| 1.19 |
|
|
| Patio Bullrich |
| City of Buenos Aires |
|
| 11,395 |
|
|
| 0.86 |
|
|
| Dot Baires Shopping (3) |
| City of Buenos Aires |
|
| 48,018 |
|
|
| 3.62 |
|
|
| Soleil Premium Outlet |
| Province of Buenos Aires |
|
| 15,675 |
|
|
| 1.18 |
|
|
| Distrito Arcos |
| City of Buenos Aires |
|
| 14,508 |
|
|
| 1.09 |
|
|
| Alto Noa |
| City of Salta |
|
| 19,427 |
|
|
| 1.46 |
|
|
| Alto Rosario |
| City of Rosario |
|
| 34,858 |
|
|
| 2.62 |
|
|
| Mendoza Plaza |
| City of Mendoza |
|
| 41,511 |
|
|
| 3.13 |
|
|
| Córdoba Shopping |
| City of Córdoba |
|
| 15,368 |
|
|
| 1.16 |
|
|
| La Ribera Shopping (4) |
| City of Santa Fe |
|
| 10,542 |
|
|
| 0.79 |
|
|
| Alto Comahue |
| City of Neuquén |
|
| 11,701 |
|
|
| 0.88 |
|
Subtotal |
|
|
|
|
|
| 336,545 |
|
|
| 25.34 |
|
Cencosud S.A. |
|
|
|
|
|
| 279,505 |
|
|
| 21.04 |
|
Other operators |
|
|
|
|
|
| 712,247 |
|
|
| 53.62 |
|
Total |
|
|
|
|
|
| 1,328,297 |
|
|
| 100.0 |
|
______________________
(1) | Corresponding to GLA in respect of total GLA. Market share is calculated dividing sqm over total sqm. |
(2) | Does not include Museo de los Niños (3,732 square meters in Abasto). |
(3) | Our interest in PAMSA is 80%. |
(4) | Owned by Nuevo Puerto Santa Fe S.A., in which we are a joint venture partner. |
Source: INDEC – National survey of shopping malls.
Seasonality
Our business is directly affected by seasonality, influencing the level of our tenants’ sales. During Argentine summer holidays (January and February) our tenants’ sales typically reach their lowest level, whereas during winter holidays (July) and in Christmas (December) they reach their maximum level. Clothing retailers generally change their collections in spring and autumn, positively affecting our shopping malls’ sales. Discount sales at the end of each season are also one of the main seasonal factors affecting our business.
Information technology
We keep investing in technological innovation. The advances of society and changes in consumer habits constantly challenge us and motivate us to apply the latest technological trends to serve the visitor’s experience in the shopping malls and learn more about our clients. We continued with the Company digital transformation, extending the use of cloud based purchases and auctions platform for cost optimization, Robotic Process Automation or RPA automation in different areas. We continue renewing our CCTV system, to improve security and enable future capabilities, such as the use of artificial intelligence. In our shopping malls, with a large flow of vehicles, we have implemented new guided parking systems and digital payment systems. We started using artificial intelligence to improve the work efficiency of our employees.
This year we continued the development of APPA, the application that facilitates the experience of consumers in shopping malls, through which they can pay for parking, book a place for events and shows, redeem gift cards, obtain discounts, benefits and participate in promotions. During the year, users of ¡appa! carried out more than 2.8 million transactions on the platform, including consumption in shopping malls, use of parking spaces, and redemption of Corporate benefits.
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Offices
Properties
The following table sets forth certain information regarding our office buildings, all of which are located in the Autonomous City of Buenos Aires, as of June 30, 2024:
Offices |
| Date of acquisition/ development |
| GLA (1) |
|
| Occupancy rate (2) |
|
| Ownership interest |
|
| Total rental income for the fiscal year ended June 30, 2024 (4) |
| ||||
|
|
|
| (sqm) |
|
| (%) |
|
| (%) |
|
| (in million of ARS) |
| ||||
AAA & A offices |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Bankboston Tower (5) |
| Dec-14 |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 14 |
|
Intercontinental Plaza (3) |
| Dec-14 |
|
| 2,979 |
|
|
| 100.0 |
|
|
| 100 |
|
|
| 754 |
|
Dot Building |
| Nov-06 |
|
| 11,242 |
|
|
| 79.4 |
|
|
| 80 |
|
|
| 2,321 |
|
Zetta Building |
| May-19 |
|
| 32,173 |
|
|
| 100.0 |
|
|
| 80 |
|
|
| 9,958 |
|
261 Della Paolera (6) |
| Dec-20 |
|
| 4,937 |
|
|
| 100.0 |
|
|
| 100 |
|
|
| 2,709 |
|
Total AAA & A offices |
|
|
|
| 51,331 |
|
|
| 95.5 |
|
|
|
|
|
|
| 15,756 |
|
B offices |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Philips Building |
| Jun-17 |
|
| 8,017 |
|
|
| 50.6 |
|
|
| 100 |
|
|
| 487 |
|
Total B offices |
|
|
|
| 8,017 |
|
|
| 50.6 |
|
|
|
|
|
|
| 487 |
|
Total Offices |
|
|
|
| 59,348 |
|
|
| 89.4 |
|
|
|
|
|
|
| 16,243 |
|
______________________
(1) | Corresponds to the total leasable surface area of each property as of June 30, 2024. Excludes common areas and parking spaces. |
(2) | Calculated by dividing occupied square meters by total GLA of the relevant property as of June 30, 2024. |
(3) | We own 13.2% of the building which covers an area of 22,535 square meters of GLA, meaning we own 2,979 square meters of GLA. |
(4) | Corresponds to the accumulated income of the period. |
(5) | The Company has the ownership of a rental retail space in the building. |
(6) | We own 14% of the building that has 35,872 square meters of GLA. The GLA includes sqm corresponding to other common spaces. As a subsequent event, on October 15, 2024, we informed that we have sold a floor of the “261 Della Paolera” for a total leasable area of approximately 1,197 sqm and 8 parking lots located in the building. For more information see “Recent Developments — 261 Della Paolera floor sale”. |
Occupancy rate
The following table shows our offices occupancy percentage as of the end of fiscal years ended June 30:
|
| Occupancy rate (1) |
| |||||||||||||||||
|
| As of June 30, |
| |||||||||||||||||
|
| 2024 |
|
| 2023 |
|
| 2022 |
|
| 2021 |
|
| 2020 |
| |||||
|
| (%) |
| |||||||||||||||||
República Building (2) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 66.9 |
|
|
| 86.9 |
|
Bankboston Tower (2) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 96.4 |
|
Intercontinental Plaza |
|
| 100.0 |
|
|
| 100.0 |
|
|
| 100.0 |
|
|
| 100.0 |
|
|
| 100.0 |
|
Bouchard 710 (2) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 92.5 |
|
DOT Building |
|
| 79.4 |
|
|
| 51.6 |
|
|
| 92.6 |
|
|
| 84.9 |
|
|
| 84.9 |
|
Zetta Building (3) |
|
| 100.0 |
|
|
| 94.6 |
|
|
| 92.2 |
|
|
| 84.7 |
|
|
| 97.5 |
|
261 Della Paolera (4) |
|
| 100.0 |
|
|
| 100.0 |
|
|
| 67.1 |
|
|
| 80.2 |
|
|
| — |
|
Philips Building |
|
| 50.6 |
|
|
| 41.9 |
|
|
| 81.4 |
|
|
| 93.1 |
|
|
| 82.7 |
|
Suipacha 652/664 (2) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 17.3 |
|
|
| 31.2 |
|
Total |
|
| 89.4 |
|
|
| 68.7 |
|
|
| 73.3 |
|
|
| 74.7 |
|
|
| 86.1 |
|
______________________
(1) | Leased square meters pursuant to lease agreements in effect as of the end of fiscal year over GLA of offices for the same fiscal year. |
(2) | The office buildings were sold. |
(3) | In fiscal year 2022, excludes 815 sqm from the occupancy calculation because they were under construction for the development of the “Workplace Offices” project. |
(4) | As a subsequent event, on October 15, 2024, we informed that we have sold a floor of the “261 Della Paolera” for a total leasable area of approximately 1,197 sqm and 8 parking lots located in the building. For more information see “Recent Developments — 261 Della Paolera floor sale”. |
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| Table of Contents |
Annual average income per surface area as of the end of fiscal years ended June 30:
|
| Income per square meter (1) |
| |||||||||||||||||
|
| As of June 30, |
| |||||||||||||||||
|
| 2024 |
|
| 2023 |
|
| 2022 |
|
| 2021 |
|
| 2020 |
| |||||
|
| (ARS/sqm) |
| |||||||||||||||||
República Building (2) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 500,121 |
|
|
| 494,615 |
|
Bankboston Tower (2) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 446,266 |
|
Intercontinental Plaza |
|
| 253,018 |
|
|
| 243,353 |
|
|
| 394,030 |
|
|
| 624,669 |
|
|
| 267,674 |
|
Bouchard 710 (2) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 528,181 |
|
DOT Building |
|
| 259,980 |
|
|
| 350,154 |
|
|
| 249,950 |
|
|
| 381,583 |
|
|
| 480,539 |
|
Zetta Building |
|
| 309,526 |
|
|
| 322,729 |
|
|
| 333,873 |
|
|
| 437,105 |
|
|
| 478,527 |
|
261 Della Paolera (3) |
|
| 548,787 |
|
|
| 437,795 |
|
|
| 483,725 |
|
|
| 294,220 |
|
|
| — |
|
Philips Building |
|
| 120,181 |
|
|
| 210,228 |
|
|
| 214,927 |
|
|
| 245,072 |
|
|
| 220,696 |
|
Suipacha 652/664 (2) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 376,603 |
|
|
| 215,136 |
|
______________________
(1) | Calculated by dividing annual rental income by the GLA of offices based on our interest in each building as of June 30 for each fiscal period. |
(2) | The office buildings were sold. |
(3) | The building became operational in December 2020, due to which the contracts and related revenues are not comparable to previous years. As a subsequent event, on October 15, 2024, we informed that we have sold a floor of the “261 Della Paolera” for a total leasable area of approximately 1,197 sqm and 8 parking lots located in the building. For more information see “Recent Developments — 261 Della Paolera floor sale”. |
New agreements and renewals
The following table sets forth certain Information on lease agreements as of June 30, 2024:
Property |
| Number of lease agreement (1) (5) |
|
| Annual rental price (2) |
|
| Rental income per sqm (new and renewed) (3) |
|
| Previous rental income per sqm (3) |
|
| Number of non‑ renewed leases |
|
| Non‑ renewed leases annual base rent amount (4) |
| ||||||
|
|
|
| (in millions of ARS) |
|
| (ARS) |
|
| (ARS) |
|
|
|
| (in millions of ARS) |
| ||||||||
Dot Building |
|
| 5 |
|
|
| 725 |
|
|
| 9,903 |
|
|
| 8,928 |
|
|
| 1 |
|
|
| 7 |
|
Philips Building |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 2 |
|
|
| 9 |
|
Intercontinental Plaza |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
261 Della Paolera |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 2 |
|
|
| 38 |
|
Zetta Building |
|
| 4 |
|
|
| 3,655 |
|
|
| 10,080 |
|
|
| 9,976 |
|
|
| 1 |
|
|
| 19 |
|
Total (6) |
|
| 9 |
|
|
| 4,390 |
|
|
| 10,050 |
|
|
| 9,800 |
|
|
| 6 |
|
|
| 73 |
|
______________________
(1) | Includes new and renewed leases executed in fiscal 2023. |
(2) | Leases in U.S. dollars converted to Pesos at the exchange rate prevailing on the first month of the agreement, multiplied by 12 months. |
(3) | Monthly value. |
(4) | Leases in U.S. dollars converted to Pesos at the exchange rate prevailing in the last month of the agreement, multiplied by 12 months. |
(5) | It does not include leases over parking spaces, antennas, terrace area and Workplace (Zetta y Philips). |
(6) | Weighted average for total rental income per sqm (new and renewed) and previous rental income per sqm. |
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The following table sets forth the schedule of estimated lease expirations for our offices and other properties for leases in effect as of June 30, 2024. This data is presented assuming that none of our tenants exercises its option to renew or terminate its lease prior to expiration (most leases have renewal clauses):
Fiscal year of lease expiration (1) (2) |
| Number of leases due to expire |
|
| Square meters of leases due to expire |
|
| Square meter of leases due to expire |
|
| Annual rental income amount of leases due to expire |
|
| Annual rental income amount of leases to expire |
| |||||
|
|
|
| (sqm) |
|
| (%) |
|
| (in millions of ARS) |
|
| (%) |
| ||||||
2025 |
|
| 9 |
|
|
| 3,779 |
|
|
| 8 |
|
|
| 552 |
|
|
| 4 |
|
2026 |
|
| 12 |
|
|
| 11,147 |
|
|
| 22 |
|
|
| 1,988 |
|
|
| 15 |
|
2027 and thereafter |
|
| 12 |
|
|
| 35,456 |
|
|
| 70 |
|
|
| 10,723 |
|
|
| 81 |
|
Total |
|
| 33 |
|
|
| 50,382 |
|
|
| 100 |
|
|
| 13,263 |
|
|
| 100 |
|
______________________
(1) | Includes offices with leases that have not been renewed as of June 30, 2024. |
(2) | It does not include vacant square meters and contracts from: parking spaces, terraces, antennas and Workplace (Zetta y Philips). |
Intercontinental Plaza
Intercontinental Plaza is a modern 24-story building located next to the Intercontinental Hotel in the historic neighborhood of Monserrat in downtown Buenos Aires. We own a 13.2% interest in the building which has footage averaging 22,535 square meters of GLA; meaning we own 2,979 square meters of GLA in this building. The principal tenant currently is Total Austral, and as an added value Banco Supervielle (Bank Branch) and Starbucks Coffee providing different services to the building.
Dot Building
Our subsidiary Panamerican Mall S.A. developed an office building of 11,242 square meters of GLA next to Dot Baires Shopping. This building was inaugurated in July 2010, which meant our arrival at the growing corridor of the Northern Area with respect to offices for rent. The building’s principal tenants include Farmanet, Astrazeneca S.A., Carrier and HP, among others.
Zetta Building
Our subsidiary Panamerican Mall S.A. built an office building of 32,173 square meters of GLA and 11 floors located in the commercial complex “Polo Dot” in Buenos Aires City. This A+, certified with LEED Gold of Core & Shell standards of the US Green Building Council, was inaugurated in May 2019, continuing to consolidate our position in the North Zone corridor of offices for rent.
As of June 30, 2024, the building was occupied approximately 91% by Mercado Libre, and has other tenants such as Vacunar, MMS Publicis and DreamCo. On the ground floor, it is currently operating the first Workplace office space with 815 sqm sectors. The space offers private offices, fully equipped, furnished and fully operational, ready to use.
261 Della Paolera Building
261 Della Paolera is a 126-meters high triangular-shaped tower of AAA offices and 55,000 square meters of surface, plus 70 linear meters of Curtain Wall on the Río de la Plata, developed on the last vacant land plot of Catalinas Norte. Located in the most prestigious corporate area in Argentina, with approximately 35,000 square meters of GLA, 318 parking spaces, changing rooms, security, gastronomy services, 261 Della Paolera has become an icon of the city, built sustainability in mind and high quality design. This new A+ building was recently certified to LEED Gold of Core & Shell standards by the US Green Building Council. The rental process has been a success, achieving 100% occupancy with premium tenants. It is currently a highly valued asset for large corporations for the acquisition of floors, due to its characteristics and current contracts.
Phillips Building, City of Buenos Aires
The historic Philips Building adjoins our Dot Baires shopping mall, and faces Avenida General Paz, in the City of Buenos Aires. It has 4 office floors, a total GLA of approximately 8,017 sqm, and a remaining construction capacity of approximately 20,000 sqm. During the fiscal year ended June 30, 2024, we operate the largest headquarters of Workplace IRSA with 1,800 sqm, which is in full expansion for the next fiscal year with a growth objective to 6,300 sqm.
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| Table of Contents |
Leases
We usually lease our offices by using contracts with an average term between three to ten years for corporate offices. In addition, we have two spaces named “Workplace by IRSA”, which we lease as a co-working place, that are fully equipped and all inclusive by using services contracts with semi-annually and annually average term.
Contracts for the rental of office buildings and other commercial properties are generally stated in U.S. dollars. Rental rates for renewed periods are negotiated at market value.
Competition
Virtually all our office’s properties and other commercial properties other than shopping malls are in developed urban areas. There are a great number of office buildings, shopping malls, retail stores and residential houses in the zones where our properties are located. It is a highly fragmented market and the abundant number of comparable properties in the vicinity may have an adverse impact on the ability to lease or sell office space and other properties and may have an adverse impact on the sale and rental price of properties.
In the future, both domestic and foreign companies are likely to participate in the real estate market in Argentina, hence competing with us when it comes to business opportunities. In addition, in the future we may participate in the development of a market for foreign real property, and we are likely to find well-established competitors.
In the premium office segment, the Company competes with other relevant market players, such as RAGHSA, who together with IRSA represent the 2 most important players.
Hotels
Hotel activity reached high levels of occupancy and sales during the fiscal year ended June 30, 2024, motivated by the boom both in domestic and international tourism. The exclusive Llao Llao resort, which the Company owns in the city of Bariloche, in southern Argentina, reached optimal occupancy levels and is a great attraction for the high-income segment. Also, our Libertador and Intercontinental hotels in the City of Buenos Aires recovered strongly this year, increasing rates and occupancy.
During the fiscal year 2024, we kept our 76.34% interest in Intercontinental hotel, 100% interest in Libertador hotel and 50.00% interest in Llao Llao.
The following chart shows certain information regarding our luxury hotels:
Hotels |
| Date of Acquisition |
| IRSA’s Interest |
|
| Number of rooms |
|
| Occupancy (1) |
|
| Average Price per Room(2) |
|
| Fiscal Year Sales as of June 30 (in millions of ARS) |
| |||||||||||||||||||||
|
|
|
| (%) |
|
|
|
|
| (%) |
|
| ARS |
|
| 2024 |
|
| 2023 |
|
| 2022 |
|
| 2021 |
|
| 2020 |
| |||||||||
Intercontinental (3) |
| 11/01/1997 |
|
| 76.34 |
|
|
| 313 |
|
|
| 63.9 |
|
|
| 106,764 |
|
|
| 17,227 |
|
|
| 15,300 |
|
|
| 6,401 |
|
|
| 1,720 |
|
|
| 14,215 |
|
Libertador (4) |
| 03/01/1998 |
|
| 100 |
|
|
| 200 |
|
|
| 59.4 |
|
|
| 68,749 |
|
|
| 6,880 |
|
|
| 6,071 |
|
|
| 2,367 |
|
|
| 565 |
|
|
| 4,975 |
|
Llao Llao (5) |
| 06/01/1997 |
|
| 50 |
|
|
| 205 |
|
|
| 69.3 |
|
|
| 268,722 |
|
|
| 37,462 |
|
|
| 34,225 |
|
|
| 25,673 |
|
|
| 9,812 |
|
|
| 20,687 |
|
Total |
|
|
|
|
|
|
|
| 718 |
|
|
| 64.2 |
|
|
| 146,902 |
|
|
| 61,569 |
|
|
| 55,596 |
|
|
| 34,441 |
|
|
| 12,097 |
|
|
| 39,877 |
|
______________________
(1) | Accumulated average in the twelve-month period. |
(2) | Accumulated average in the twelve-month period. |
(3) | Through Nuevas Fronteras S.A. |
(4) | Through Hoteles Argentinos S.A.U. |
(5) | Through Llao Llao Resorts S.A. and IRSA – Galerías Pacífico S.A. UT (until March 31, 2023). |
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Hotel Intercontinental, City of Buenos Aires
In November 1997, we acquired 76.34% of the Hotel Intercontinental. The Hotel Intercontinental is located in the downtown City of Buenos Aires neighborhood of Montserrat, near the Intercontinental Paza office building. Intercontinental Hotels Corporation, a United States corporation, currently owns 23.66% of the Hotel Intercontinental. The hotel’s meeting facilities include eight meeting rooms, a convention center and a divisible 588 sqm ballroom. Other amenities include a restaurant, a business center, a sauna and a fitness facility with a swimming pool. The hotel was completed in December 1994 and has 313 rooms.
Hotel Libertador, City of Buenos Aires
In March 1998 we acquired 100% of the Sheraton Libertador Hotel from Citicorp Equity Investment for an aggregate purchase price of USD 23 million. In March 1999, we sold a 20% interest in the Sheraton Libertador Hotel for USD 4.7 million to Hoteles Sheraton de Argentina.
During the fiscal year 2019, we reacquired 20% of the shares of HASAU, reaching 100% of the capital stock of HASAU and beginning to operate the hotel directly under the name “Libertador.” The hotel is in downtown Buenos Aires. The hotel contains 193 rooms and 7 suites, eight meeting rooms, a restaurant, a business center, a spa and fitness facilities with a swimming pool.
Hotel Llao Llao, San Carlos de Bariloche, Province of Rio Negro
In June 1997 we acquired the Hotel Llao Llao from Llao Llao Holding S.A. 50% percent is currently owned by the Sutton Group. The Hotel Llao Llao is located on the Llao Llao peninsula, 25 kilometers from the City of San Carlos de Bariloche, and it is one of the most important tourist hotels in Argentina. Surrounded by mountains and lakes, this hotel was designed and built by the famous architect Bustillo in a traditional alpine style and first opened in 1938. The hotel was renovated between 1990 and 1993 and has a total constructed surface area of 15,000 sqm and 158 original rooms. The hotel-resort also includes an 18-hole golf course, tennis courts, fitness facility, spa, game room and swimming pool. The hotel is a member of The Leading Hotels of the World, Ltd., a prestigious luxury hospitality organization representing 430 of the world’s finest hotels, resorts, and spas. During 2007, the hotel was subject to an expansion and the number of suites in the hotel rose to 205 rooms. In 2019, began the remodeling of the Bustillo Wing in the hotel, where 42 rooms were modernized and valued.
Bariloche Plot, “El Rancho,” San Carlos de Bariloche, Province of Río Negro (land reserve)
On December 14, 2006, through our hotel operator subsidiary, Llao Llao Resorts S.A., we acquired a land covering 129,533 sqm of surface area in the City of San Carlos de Bariloche in the Province of Río Negro. The total price of the transaction was USD 7 million. The land is on the border of the Lago Gutiérrez, close to the Llao Llao Hotel in an outstanding natural environment and it has a large cottage covering 1,000 sqm of surface area designed by the architect Ezequiel Bustillo.
Sale and Development of Properties and Land Reserves
Residential Development Properties
The acquisition and development of residential apartment complexes and residential communities for sale is one of our core activities. Our development of residential apartment complexes consists of the new construction of high-rise towers or the conversion and renovation of existing structures such as factories or warehouses. In connection with our development of residential communities, we frequently acquire vacant land, develop infrastructure such as roads, utilities, and common areas, and sell plots of land for construction of single-family homes. We may also develop or sell portions of land for others to develop complementary facilities such as shopping areas within residential developments.
In the fiscal year ended June 30, 2024, revenues from the sale and development of properties amounted to ARS 9,246 million, compared to ARS 16,280 million posted in the fiscal year ended June 30, 2023.
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Construction and renovation works on our residential development properties are performed, under our supervision, by independent Argentine construction companies that are selected through a bidding process. We enter into turnkey contracts with the selected company for the construction of residential development properties pursuant to which the selected company agrees to build and deliver the development for a fixed price and at a fixed date. We are generally not responsible for any additional costs based upon the turnkey contract. All other aspects of the construction, including architectural design, are performed by third parties.
Another modality for the development of residential undertakings is the exchange of land for constructed square meters. In this way, we deliver undeveloped pieces of land and another firm is in charge of building the project. In this case, we receive finished square meters for commercialization, without taking part in the construction works.
The following table shows information about IRSA’s land reserves as of June 30, 2024:
|
| Ownership Interest |
|
| Date of acquisition |
| Land Surface |
|
| Buildable surface |
|
| GLA |
|
| Salable Surface |
|
| Book Value |
| ||||||
|
| (%) |
|
|
|
| (sqm) |
|
| (in millions of ARS) |
| |||||||||||||||
RESIDENTIAL - BARTER AGREEMENTS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Coto Abasto air space – Tower 1 - City of Buenos Aires |
|
| 100 |
|
| Sep-97 |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 2,018 |
|
|
| 4,871 |
|
Coto Abasto air space – Tower 2 - City of Buenos Aires |
|
| 100 |
|
| Sep-97 |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 1,705 |
|
|
| 2,860 |
|
Ancón (Luis M. Campos) Trust |
|
| 100 |
|
| Feb-21 |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 1,014 |
|
|
| 2,492 |
|
Av. Figueroa Alcorta 6464 Trust |
|
| 100 |
|
| Feb-21 |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 1,786 |
|
|
| 6,506 |
|
Libertador 7400 (Quantum Bellini) Trust |
|
| 100 |
|
| Feb-21 |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 160 |
|
|
| 303 |
|
Córdoba Shopping Adjoining plots – Residential |
|
| 100 |
|
| May-15 |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 2,160 |
|
|
| 1,865 |
|
Caballito Ferro Plot 1 – City of Buenos Aires |
|
| 100 |
|
| Jan-99 |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 2,908 |
|
|
| 7,595 |
|
Ezpeleta plot (Quilmes II) |
|
| 100 |
|
| Apr-22 |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 208,560 |
|
|
| 27,598 |
|
Total Intangibles (Residential) |
|
|
|
|
|
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 220,331 |
|
|
| 303 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LAND RESERVES: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ramblas del Plata – City of Buenos Aires (formerly Costa Urbana) |
|
| 100 |
|
| Jul-97 |
|
| 716,180 |
|
|
| 866,806 |
|
|
| — |
|
|
| 693,445 |
|
|
| 485,412 |
|
La Plata - Greater Buenos Aires |
|
| 100 |
|
| Mar-18 |
|
| 47,834 |
|
|
| 81,341 |
|
|
| — |
|
|
| — |
|
|
| 15,769 |
|
Polo Dot mixed uses expansion – City of Buenos Aires (6) |
|
| 80 |
|
| Nov-06 |
|
| — |
|
|
| 15,940 |
|
|
| — |
|
|
| — |
|
|
| 14,984 |
|
Caballito Ferro Plots 2, 3 and 4 – City of Buenos Aires |
|
| 100 |
|
| Jan-99 |
|
| 20,462 |
|
|
| 86,387 |
|
|
| — |
|
|
| 75,277 |
|
|
| 42,532 |
|
Luján Plot – Buenos Aires (5) |
|
| 100 |
|
| May-08 |
|
| 1,152,106 |
|
|
| 464,000 |
|
|
| — |
|
|
| — |
|
|
| 11,463 |
|
La Adela – Buenos Aires |
|
| 100 |
|
| Aug-14 |
|
| 9,868,500 |
|
|
| 3,951,227 |
|
|
| — |
|
|
| — |
|
|
| 16,974 |
|
Puerto Retiro – City of Buenos Aires (4) |
|
| 50 |
|
| May-97 |
|
| 82,051 |
|
|
| 246,153 |
|
|
| — |
|
|
| — |
|
|
| — |
|
Subtotal Mixed-uses |
|
|
|
|
|
|
|
| 11,887,133 |
|
|
| 5,711,854 |
|
|
| — |
|
|
| 768,722 |
|
|
| 587,134 |
|
Caballito Block 35 – City of Buenos Aires (3) |
|
| 100 |
|
| Oct-98 |
|
| 9,767 |
|
|
| 57,192 |
|
|
| — |
|
|
| 31,257 |
|
|
| 8,773 |
|
Zetol – Uruguay |
|
| 90 |
|
| Jun-09 |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 70,370 |
|
|
| 4,975 |
|
Vista al Muelle – Uruguay |
|
| 90 |
|
| Jun-09 |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 43,347 |
|
|
| 3,693 |
|
Neuquén - Residential plot – Neuquén (2) |
|
| 100 |
|
| Jul-99 |
|
| 13,000 |
|
|
| 57,000 |
|
|
| — |
|
|
| — |
|
|
| 6,514 |
|
Subtotal residential |
|
|
|
|
|
|
|
| 22,767 |
|
|
| 114,192 |
|
|
| — |
|
|
| 144,974 |
|
|
| 23,955 |
|
La Plata - Greater Buenos Aires |
|
| 100 |
|
| Mar-18 |
|
| 30,780 |
|
|
| 35,212 |
|
|
| — |
|
|
|
|
|
|
| 15,769 |
|
Beruti y Coronel Diaz Building – City of Buenos Aires |
|
| 100 |
|
| Jun-22 |
|
| 2,387 |
|
|
| 8,900 |
|
|
| 7,800 |
|
|
| — |
|
|
| 12,081 |
|
Subtotal retail |
|
|
|
|
|
|
|
| 33,167 |
|
|
| 44,112 |
|
|
| 7,800 |
|
|
| 52,340 |
|
|
| 27,850 |
|
Polo Dot – Offices 2 & 3 – City of Buenos Aires |
|
| 80 |
|
| Nov-06 |
|
| 12,800 |
|
|
| — |
|
|
| 38,400 |
|
|
| — |
|
|
| 27,456 |
|
Paseo Colón 245 Building – City of Buenos Aires |
|
| 100 |
|
| May-23 |
|
| 1,579 |
|
|
| 13,690 |
|
|
| 9,500 |
|
|
| — |
|
|
| 6,413 |
|
Intercontinental Plaza II – City of Buenos Aires |
|
| 100 |
|
| Feb-98 |
|
| 6,135 |
|
|
| — |
|
|
| 19,597 |
|
|
| — |
|
|
| 9,505 |
|
Córdoba Shopping adjoining plots – Córdoba (2) |
|
| 100 |
|
| May-15 |
|
| 5,365 |
|
|
| 5,000 |
|
|
| 4,823 |
|
|
| — |
|
|
| 2,050 |
|
Subtotal offices |
|
|
|
|
|
|
|
| 25,879 |
|
|
| 18,690 |
|
|
| 72,320 |
|
|
| — |
|
|
| 45,424 |
|
Total future developments |
|
|
|
|
|
|
|
| 11,968,946 |
|
|
| 5,888,848 |
|
|
| 80,120 |
|
|
| 966,036 |
|
|
| 684,363 |
|
Other land reserves (1) |
|
|
|
|
|
|
|
| 3,289,199 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 16,928 |
|
Total land reserves |
|
|
|
|
|
|
|
| 15,258,145 |
|
|
| 5,888,848 |
|
|
| 80,120 |
|
|
| 966,036 |
|
|
| 701,291 |
|
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| Table of Contents |
______________________
(1) | Includes Zelaya 3102-3103, Chanta IV, Anchorena 665, Ocampo parking spaces, DOT adjoining plot. adjoining plot Mendoza Shopping, Pilar R8 Km 53, Conil land (Plot II), Pontevedra, San Luis Land and Llao Llao Land. |
(2) | These lands are classified as Property for sale; therefore, their value is maintained at historical cost basis adjusted by inflation. The rest of the land is classified as Investment Properties, valued at market value. |
(3) | “Caballito Manzana 35” consists of 3 residential buildings of 27, 22 and 18 floors. |
(4) | This land is in judicial litigation. |
(5) | Estimated maximum buildable area according to the projects, still pending final approvals. |
(6) | Applicable to the expansion of the Zetta Building. |
The following table shows information about IRSA’s expansions on its current assets as of June 30, 2024:
Expansions |
| Ownership interest |
|
| Surface |
|
| Locations | |||
|
| (%) |
|
| (sqm) |
|
| ||||
Alto Palermo |
|
| 100 |
|
|
| 4,336 |
|
| City of Buenos Aires | |
Paseo Alcorta |
|
| 100 |
|
|
| 1,337 |
|
| City of Buenos Aires | |
Alto Avellaneda |
|
| 100 |
|
|
| 23,737 |
|
| Buenos Aires | |
Alto Noa |
|
| 100 |
|
|
| 3,068 |
|
| Salta | |
Soleil Premium Outlet |
|
| 100 |
|
|
| 17,718 |
|
| Buenos Aires | |
Alto Comahue |
|
| 100 |
|
|
| 3,325 |
|
| Neuquén | |
Total in Shopping Malls |
|
|
|
|
|
| 53,521 |
|
|
| |
Patio Bullrich |
|
| 100 |
|
|
| 15,000 |
|
| City of Buenos Aires | |
Alto Palermo |
|
| 100 |
|
|
| 14,119 |
|
| City of Buenos Aires | |
Córdoba Shopping |
|
| 100 |
|
|
| 7,000 |
|
| Cordoba | |
Alto Rosario |
|
| 100 |
|
|
| 15,000 |
|
| Rosario | |
Philips Building |
|
| 100 |
|
|
| 19,706 |
|
| City of Buenos Aires | |
Total in offices + residential |
|
|
|
|
|
| 70,825 |
|
|
| |
Total expansions |
|
|
|
|
|
| 124,346 |
|
|
| |
Intangibles – Units to be received under barter agreements
Coto Abasto air space – Towers 1 & 2 – City of Buenos Aires
The Company owns an airspace to construct approximately 23,000 square meters above the premises of the Coto hypermarket that is close to Abasto Shopping in the heart of the City of Buenos Aires. On September 24, 1997, the Company and Coto Centro Integral de Comercialización S.A. (Coto) granted a deed through which the Company acquired the rights to receive functional parking units and the rights to raise the property located between Agüero, Lavalle, Guardia Vieja and Gallo streets, in the Abasto neighborhood.
On October 25, 2019, IRSA transferred to a non-related third party the rights to develop a residential building (“Tower 1”) on Coto Supermarket airspace located in the Abasto neighborhood in the City of Buenos Aires. Tower 1 will have 22 floors of 1 to 3 rooms apartments, totaling an area of 8,400 sqm. The operation was set for the total of USD 4.5 million: USD 1 million was paid in cash and the balance in at least 35 functional units of departments, with a guaranteed minimum of 1,982 sqm.
On June 30, 2023, in compliance with the agreement into with Abasto Twins S.A. in June 2016, we signed the assignment of a parking unit and the right to build the Tower 2 of Abasto for USD 3 million. As of the date of this Annual Report, we received the sum of USD 15,250 in cash as monetary consideration, and the right to receive at least 29 functional units that are part of the future tower as non-cash consideration. This non-cash consideration represents the equivalent of 20% of the square meters of the plans approved by the GCBA for the construction of the tower, with a guaranteed minimum of 1,639 sqm.
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In addition, as of June 30, 2024, the construction work of Tower 1 had been completed by more than 80% of the total project and the construction of Tower II already started.
Trusts: Ancón (Luis M. Campos 100 and Ancón), Figueroa Alcorta 6464 and Libertador 7400 (Quantum Bellini)
On February 9, 2021, as a result of the reorganization of Manibil S.A., we received a participation in three trusts:
| · | Ancón Trust: The original project, which consisted in an office building, was changed to a residential building, of which 1,014 sqm and 10 garages units would correspond to us. As of the date of this Annual Report, there is a protection action (amparo) in relation to this project, thus the work is suspended; |
|
|
|
| · | Figueroa Alcorta 6464 Trust: corresponds to 1,786 sqm of apartments and 11 garage units. As of June 30, 2024, the work has started and has been completed by more than 30%; and |
|
|
|
| · | Libertador 7400 (Quantum Bellini) Trust: corresponds to 923 sqm of apartments, 5 garages units and storage units. As of June 30, 2024, units have been sold, with the remaining of 160 sqm in stock. |
Córdoba Shopping Adjoining Plots – Residential
On August 18, 2022, the plot 1 of 3,240 sqm was bartered with Proaco, where two residential towers is expected to be built. We expect to receive as consideration, within a period of between 36 and 44 months, functional units that represent 16% of the square meters, with a minimum of 2,160 square meters, together with garage units and, if built, also storage units. The value of the swap is USD 2 million.
As of June 30, 2024, the work has not started yet since the City Hall of Córdoba requested the developer, prior to granting the construction permit, to obtain an environmental license. The developer asked the Ministry of Environment of Córdoba to clarify whether or not that license is necessary. On July 11, 2024, the General Direction of Environmental Impact of the Secretary of Sustainable Development, under the Ministry of Environment and Circular Economy, indicated that the project is not subject to the Environmental Impact Assessment Procedure. As a result, the application for the construction permission will soon be initiated.
Caballito Ferro Plot 1 – City of Buenos Aires
For more information see “Sale and Development of Properties and Land Reserves—Mixed uses – Caballito Ferro Plots 2, 3 and 4 – City of Buenos Aires”
Ezpeleta Plot – Quilmes, Buenos Aires
Acquired in April 2022 as part of the payment for the sale of the Republica Building. The property is made up of four plots and has a frontage of 851 meters on the Bs As - La Plata Highway, on the side of the urbanized area the property has a frontage of 695 meters on Río Gualeguay Street between Tupungato and La Guarda streets. It has a total area of 465,642 sqm, with a usable area of 242,151 sqm and a buildable area of 521,399 sqm.
On December 7, 2023, the exchange of the property took place with the Fiduciary of the Nuevo Quilmes II Trust for the development of a private neighborhood. As of June 30, 2024, the works have already started.
Mixed uses
Ramblas del Plata – formerly Costa Urbana – Costanera Sur, City of Buenos Aires
On December 21, 2021, the law from Buenos Aires City congress approving a New Zoning Regulations for the development of the property, was passed, and published. The Plot of approximately 70 hectares, owned by the Company since 1997, previously known as “Costa Urbana” or “Solares de Santa María”, is in the riverfront of the Río de la Plata, in the South Coast of the Autonomous City of Buenos Aires, southeast of Puerto Madero. The published law grants a New Zoning Area, designated: “U73 - Public Park and Costa Urbana Urbanization”, which enables a mixed-use development, combining, residential, office buildings, retail, services, public spaces, education, and entertainment.
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IRSA will have a construction capacity of approximately 866,806 sqm, which will drive growth for the coming years through the development of mixed-use projects.
IRSA promised to give to the City of Buenos Aires 50.8 hectares designated for public use, which represent approximately 71% of the total area of the property and contribute with three additional lots of the property, two for the Sustainable Urban Development Fund and one for the Innovation Trust, Science and Technology of the GCBA, in addition to the sum of USD 2,6 million in cash and the amount of 3,000,000 sovereign bonds (AL35) which was also contributed.
Likewise, the Company will oversee putting in place the infrastructure and road works on the property serving the new city blocks generated and will carry out the public space works contributing up to USD 40 million, together with the maintenance of the public spaces assigned for 10 years or until the sum of USD 10 million is completed.
In March 2023, measurement was approved with a proposal for subdivision, division, transfer of streets and public space. On November 15, 2023, the 3 parcels and the public park lot were registered on public record in favor of the GCBA, and the 61 lots of IRSA were created. On May 22, 2024, we received the parcel certificates corresponding to the 61 lots.
As of June 30, 2024, the construction management was already hired in the bidding process for infrastructure works for the beginning of works of Stage I (which includes the first stage of the public park that includes the central bay sector). As of the date of this Annual Report, the certificate of environmental aptitude of Stage I has already been obtained and the works for stage I have already started.
“Ramblas del Plata” will change the landscape of the City of Buenos Aires, bringing life to an undeveloped area and will be an exceptional project due to its size, location and connectivity, providing the City the possibility of expanding and recovering its access to the Río de la Plata coast with walkable areas, recreation, green spaces, public parks and mixed-use.
La Plata Plot of land
On March 22, 2018, we acquired 100% of a plot of land of 78,614 sqm of surface in the town of La Plata, province of Buenos Aires. The transaction was consummated through the purchase of 100% of the shares of CELAP that owns 61.85% of the property and the direct purchase of the remaining 38.15% from unrelated third parties.
The price of the acquisition was USD 7.5 million which has been fully paid. The Company intends to use the property to develop a mixed-use project, given the property’s characteristics for a commercial development in a district with high potential.
On January 21, 2019, Ordinance No. 11,767 approved by the “Honorable Consejo Deliberante de La Plata” on December 26, 2018, was enacted. With this enactment, the uses and indicators requested to develop a project of 116,553 square meters were formally confirmed.
As of June 30, 2024, the project management has been hired, and the bidding process for the main contractor for civil works and the bidding process for the external gas works have started.
As of the date of this Annual Report, the plans and construction permissions for the “Shopping La Plata” project have been approved, and a hydraulic project has been submitted to the provincial hydraulic authority. Likewise, CELAP is in process of merging with IRSA. For more information, see “Recent developments – General Ordinary and Extraordinary Shareholders’ Meeting.”
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Polo Dot mix uses expansion – City of Buenos Aires
On the plot where the Zetta Building is located, we have a surplus buildable surface of 15,940 sqm, where alternatives are being analyzed to develop a mixed-use project.
Caballito Ferro Plots 2, 3 and 4 – City of Buenos Aires
Caballito is a property of approximately 20,462 sqm in the City of Buenos Aires, neighborhood of Caballito, one of the most densely populated of the city, which the Company purchased in November 1997. This plot will be used for the development of residential with retail and public spaces, with more than 85,000 sqm. This Project is approved by the GCBA authorities.
On December 23, 2019, the Company transferred Parcel 1 of the land reserve located at Av. Avellaneda and Olegario Andrade 367 in the Caballito neighborhood of the City of Buenos Aires to an unrelated third party.
As of June 30, 2024, the development is awaiting the resolution of an appeal filed with the GCBA.
Luján Plot of Land – Luján, Province of Buenos Aires
This 115-hectare plot of land is located in the 62 Km of the West Highway, in the intersection with Route 5 and was originally purchased by CRESUD from Birafriends S.A. for USD 3 million. In May 2012, the Company acquired the property through a purchase and sale agreement entered into between related parties, thus becoming the current owner. Our intention is to carry out a mixed-use project, taking advantage of the environment consolidation and the strategic location of the plot. As of June 30, 2024 the change of the zoning parameters is completed, and we are working on the parameterization of the lot surfaces to advance the project.
La Adela – Buenos Aires
During 2015 the Company acquired the “La Adela” land reserve with an area of approximately 987 hectares, located in the District of Luján, Province of Buenos Aires, that was previously owned by CRESUD. Given its degree of development and closeness to the City of Buenos Aires, we intend to develop a new real estate project.
Puerto Retiro – City of Buenos Aires
At present, Puerto Retiro S.A. has an 8.2 hectare plot of land, which is affected by a zoning regulation defined as U.P. which prevents the property from being used for any purposes other than strictly port activities.
Puerto Retiro S.A. was involved in a bankruptcy extension judicial action initiated by the Argentine government, to which the Board of Directors is totally unrelated. Management and the Company’s legal advisors consider that there are sufficient legal technical arguments to consider that the request for the extension of bankruptcy will be rejected by the court. However, given the current state of the case, the resolution is uncertain.
In turn, Tandanor filed a civil action against Puerto Retiro S.A. and the other defendants in the criminal case for violation of Section 174 (5) based on Section 173 (7) of the Criminal Code. Such action seeks -on the basis of the nullity of the decree that approved the bidding process involving the Dársena Norte property- the restitution of the property and a reimbursement in favor of Tandanor for all such amounts it has allegedly lost as a result of a suspected fraudulent transaction involving the sale of the property. Puerto Retiro has presented the allegation on the merit of the evidence, highlighting that the current shareholders of Puerto Retiro did not participate in any of the suspected acts in the criminal case since they acquired the shares for consideration and in good faith several years after the facts told in the process. Likewise, it was emphasized that the company Puerto Retiro is foreign - beyond its founders - to the bidding / privatization carried out for the sale of Tandanor shares.
On September 7, 2018, the Oral Federal Criminal Court No. 5 released the operative part of the Sentence, from which it follows that the prescription exception filed by Puerto Retiro was allowed. However, in the criminal case, where Puerto Retiro is not a party, it was ordered, among other issues, the confiscation (decomiso) of the property owned by Puerto Retiro known as Planta I. The reasons for the Court’s sentence were read on November 11, 2018. From that moment, all the parties might file the appeals. Faced with this fact, an extraordinary appeal was filed, which was rejected, and as a result, a complaint was filed for a rejected appeal, which was granted. Within the framework of the appeals filed by Puerto Retiro S.A., Tandanor and the Ministry of Defense, the Attorney General's Office issued the pertinent opinions. Currently, the appeal is under study in the Supreme Court of Justice of Argentina.
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In the framework of the criminal case, the complainant denounced the non-compliance by Puerto Retiro S.A. of the precautionary measure decreed in the criminal court consisting of the prohibition to innovate and contract with respect to the property that is the object of the civil action. As a result of this complaint, the Oral Federal Criminal Court No. 5 filed an incident and ordered and executed the closure of the property where the lease contracts with Los Cipreses S.A. and Flight Express S.A. were being fulfilled, in order to enforce compliance with the aforementioned measure. As a result of this circumstance, it was learned that the proceedings were turned to the Criminal Chamber for the assignment of a court to investigate the possible commission of a disobedience crime. As of the date of issuance of this Annual Report, there has been no news regarding the progress of this case.
In the face of the evolution of the legal cases affecting it and based on the reports of its legal advisors, the Management of Puerto Retiro has decided to record, during the fiscal year 2019, an impairment equivalent to 100% of the book value of its investment property, without prejudice to the reversal of the same in the event that a favorable judgment is obtained in the actions brought.
Residential
Caballito Block 35 – City of Buenos Aires
In October 2011, we acquired a plot of land located at Méndez de Andes street in the neighborhood of Caballito in the City of Buenos Aires. A neighborhood association named Asociación Civil y Vecinal SOS Caballito secured a preliminary injunction which suspended the works to be carried out in the above mentioned property. In July 2018, the Supreme Court of Justice issued a favorable final decision allowing the construction of 57,192 sqm of apartments on the plot.
As of June 30, 2024, the work for the concrete structure of the first tower (“Tower 3”) was completed and we are analyzing the development of the project, having hired the work and project management and bidding for the start of the completion of the masonry of the mentioned tower.
Zetol S.A. and Vista al Muelle S.A. – District of Canelones – Uruguay
In the course of fiscal year 2009 we acquired a 100% ownership interest in Liveck S.A., a company organized under the laws of Uruguay. In June 2009, Liveck had acquired a 90% stake in the capital stock of VAM and Zetol S.A., for USD 7.8 million. The remaining 10% ownership interest in both companies is in the hands of Banzey S.A. These companies have undeveloped lands in Canelones, Uruguay, close to the capital city of Uruguay, Montevideo.
We intend to develop in these 13 plots, with a construction capacity of 182,000 sqm, an urban project that consists of the development and commercialization of 1,860 apartments. Such a project has the “urban feasibility” status for the construction of approximately 180,000 sqm for a term of 10 years, which was granted by the Mayor’s Office of the Canelones department and by its Local Legislature. Zetol S.A. and VAM agreed to carry out the infrastructure works for USD 8 million as well as a minimum amount of square meters of properties. The satisfaction of this commitment under the terms and conditions agreed upon will grant an additional 10-year effective term to the urban feasibility status.
The total purchase price for Zetol S.A. was USD 7 million; of which USD 2 million were paid. Sellers may opt to receive the balance in cash or through the delivery of units in the buildings to be constructed in the land owned by Zetol S.A. equivalent to 12% of the total marketable meters to be constructed.
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Besides, VAM owned since September 2008 a plot of land purchased for USD 0.83 million. Then, in February 2010, plots of land were acquired for USD 1 million. In December 2010, VAM executed the title deed of other plots for a total amount of USD 2.66 million, of which USD 0.3 million were paid. The balance will be repaid by delivering 2,334 sqm of units and/or retail stores to be constructed or in cash.
As a result of the plot barter agreements executed in due time between the IMC, Zetol S.A. and VAM in March 2014, the parcel redistribution dealing was concluded. This milestone, as set forth in the amendment to the Master Agreement executed in 2013, initiates the 10-year term for the investment in infrastructure and construction of the buildings mentioned above. Construction capacity of the 13 plots is 180,000 sqm.
On November 15, 2018, the translation deed of sale of the first plot where the first Tower of Departments, Villas and single and double parking spaces is currently being built has been signed, the total exchange price was USD 7.3 million equivalent to 16% of all of the marketable built meters in the first Tower. 12% of it has been used to cancel part of the price balance maintained to date with the sellers of the plots acquired by Zetol S.A in June 2009.
During fiscal year 2024, certain significant operations related to the property were carried out, such as the sale of two plots by VAM to the Boating Trust. In addition, the debt with an unrelated third party was canceled through the delivery in payment of units in Towers 1 and 2 of the Carrasco Boating complex, for a total of USD 6.8 million. On July 12, 2024, the payment of the installments for the purchase of Zetol shares, corresponding to Towers 3 and 4, for a value of USD 8.9 million, was concluded, with units, garages and credits in favor of VAM and Zetol of Towers 1 and 2. In addition, progress was made with the City Hall of Canelones in the signing of a new plan agreement, certifying compensation for USD 4.5 million and redefining infrastructure and urban driving.
Neuquén Residential Plot– Neuquén, Province of Neuquén
Through Shopping Neuquén S.A., IRSA owns a plot of 13,000 square meters with an estimated construction capacity of 57,000 square meters of residential properties in an area with significant growth potential. This area is located close to the shopping mall Alto Comahue and the hypermarket currently in operation.
Retail
Coronel Diaz and Beruti Building – City of Buenos Aires
In February 2022, the Company purchased by means of public auction from the GCBA, a property located at the corner of the intersections of Beruti Street and Coronel Díaz Avenue. Such property is located in front of Alto Palermo Shopping, a shopping center owned by the Company, located in the neighborhood of Palermo, one of the main commercial corridors of the City of Buenos Aires.
The property has an area of approximately 2,387 sqm, consisting of a first floor, six upper levels and a basement area. Furthermore, it has a total covered area of approximately 8,137 sqm with future expansion potential.
The purchase price was ARS 2,158.6 million, which was paid in full by the Company.
On June 14, 2022, the transfer deed of ownership was signed. Simultaneously with the deed, the Company is required to sign a bailment agreement with the GCBA, with the latter holding the property free of charge for a period of up to 30 months, in accordance with the conditions agreed upon in the auction.
Offices
Polo Dot offices 2 and 3 – City of Buenos Aires
These two parcels of 6,400 square meters with a construction capacity of 38,400 square meters each, are located adjoining to where the extension of Dot Baires Shopping is planned. As a result of important developments, the intersection of Av. General Paz and Panamericana have experienced great growth in recent years. In April 2018, both plots were unified into a single one of 12,800 square meters.
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Paseo Colón 245 Building and Paseo Colón 275 Parking spaces – City of Buenos Aires
On December 28, 2022, the Company was awarded two Public Auctions (2901 and 2902) carried out by the GCBA, for a property located at Paseo Colón 245 and 12 parking spaces at Paseo Colón 275. The property, with mixed-use potential, has 13 office floors in a covered area of approximately 13,690 sqm and a basement with parking spaces. The purchase price was ARS 1,434.8 million, which was fully paid.
On May 29, 2023, the deed was signed and simultaneously was signed a bailment agreement contract with the GCBA, that will hold the property free of charge for a period of 18 months (with the option to extend it for 6 additional months under rental agreement), in accordance with the conditions agreed upon in the auction.
Intercontinental Plaza II Plot - City of Buenos Aires
In the heart of the neighborhood of Monserrat, just a few meters from the most trafficked avenue in the city and the financial center, is the Intercontinental Plaza complex consisting of an office tower and the exclusive Intercontinental Hotel. In the current plot of 6,135 square meters a second office tower of 19,597 square meters and 25 stories could be built to supplement the tower currently located in the intersection of Moreno and Tacuarí streets.
Córdoba Shopping Adjoining Plots – Residential
On the parking lot of the Córdoba Shopping mall, we have land on which we can build an office tower of up to 4,823 sqm, in accordance with Ordinance 12,860 of the Municipality of Córdoba.
Other Land Reserves
Other Land Reserves – Includes Zelaya 3102 and 3103, Chanta IV, Anchorena 665, Mendoza Shopping Adjoining Plots, Pilar Route 8 km 53, Conil Plot II, Pontevedra Plot, San Luis Plot and Llao Llao Plot.
We grouped here those plots of land with a significant surface area the development of which is not feasible in the short term either due to their current urban and zoning parameters, their legal status or the lack of consolidation of their immediate environment. This group totals around 3.3 million square meters.
Others
Banco Hipotecario
As of June 30, 2024, we held a 29.9% of the equity of in Banco Hipotecario. Established in 1886 by the Argentine Government and privatized in 1999, Banco Hipotecario has historically been Argentina’s leading mortgage lender, provider of mortgage-related insurance and mortgage loan services. All its operations are located in Argentina where it operates a nationwide network of 62 branches in the 23 Argentine provinces and the City of Buenos Aires.
Banco Hipotecario is an inclusive commercial bank that provides universal banking services, offering a wide variety of banking products and activities, including a wide range of individual and corporate loans, deposits, credit and debit cards and related financial services to individuals, small-and medium-sized companies, and large corporations. As of June 2024, Banco Hipotecario ranked twelfth in the Argentine financial system in terms of total assets and sixteenth in terms of loans. As of June 30, 2024, Banco Hipotecario’s shareholders’ equity was ARS 372,040 million, its consolidated assets were ARS 2,281,948.8 million, and its net income for the three-month period ended June 30, 2024, was ARS 11,672 million. Since 1999, Banco Hipotecario’s shares have been listed on the BASE in Argentina, and since 2006 it has had a Level I ADR program.
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Banco Hipotecario’s business strategy is to continue diversifying its loan portfolio. Banco Hipotecario’s non-mortgage loans to the non-financial private sector, in nominal terms, were ARS 36,851 million as of December 31, 2019, ARS 40,522.8 million as of December 31, 2020, ARS 48,760.9 million as of December 31, 2021, ARS 61,353.5 million as of December 31, 2022, ARS 163,728.3 million as of December 31, 2023 and ARS 218,034 million as of June 30, 2024.
Also, Banco Hipotecario has diversified its funding sources by developing its presence in the local and international capital markets, as well as increasing its deposit base. As of June 30, 2024, its capital markets debt representing 2.6% of its total funding.
Banco Hipotecario’s subsidiaries include BACS Banco de Crédito y Securitización S.A., a bank specialized in investment banking, asset securitization and asset management, from which Banco Hipotecario owns directly 62.3% and IRSA owns directly 37.7%; BHN Vida S.A., a life insurance company; and BHN Seguros Generales S.A., a property insurance company.
On March 27, 2024, Banco Hipotecario approved, through an Ordinary and Extraordinary General Assembly, the payment of a dividend in the sum of ARS 26,500 million in installments. On May 3, 2024, the Central Bank approved the distribution of the dividend. As of the date of this Annual Report, the dividends have been fully paid.
La Rural (convention centers and fairs activities) and La Arena (stadium concession)
In relation to the investment in La Rural S.A., its main activity includes the organization of congresses, fairs, exhibitions and events and is carried out by LRSA, both at the Palermo Fairgrounds and at the “Centro de Exposiciones y Convenciones de la Ciudad Autónoma de Buenos Aires” through a Transitory Union of Companies that obtained, by public tender, the concession of this property for a period of 15 years and the “Punta del Este Convention and Exhibition Center”. IRSA has an indirect participation of 35%.
On December 11, 2023, Ogden S.A. together with Sociedad Rural Argentina and La Rural de Palermo S.A. entered into a joint venture agreement and shareholders’ agreement through which the extension of the concession term of the property was extended until December 31, 2037, with the option to extend until December 31, 2041. For the extension of the usufruct term under La Rural S.A., Ogden S.A. will pay USD 12.0 million to the Sociedad Rural Argentina in five annual installments. The first of these installments was paid when the agreement was approved by the shareholders’ assembly of Sociedad Rural Argentina.
Ogden Argentina S.A., indirectly controlled by IRSA by 70%, owns an 82.85% stake in “La Arena S.A.”, a company that developed and operates the stadium previously known as “DirecTV Arena”, located in the kilometer 35.5 of the Pilar branch, Tortuguitas, in the province of Buenos Aires.
Del Plata Building Trust
On November 10, 2023, the Company entered into a trust agreement at cost for a project development of 35,120 sqm salable area consisting on the construction of a residential building, stores (gastronomic use), and complementary parking spaces, and under which the Company acts as the money trustor and beneficiary of the trust. Under this agreement, IRSA will receive approximately 5,128 salable square meters and 32 parking spaces, and will perform functions as a developer based on its expertise in residential real estate development. TMF Trust Company (Argentina) S.A., a company with a fiduciary purpose that is not a related party, acts as trustee.
The aforementioned trust agreement involved the contribution of a building owned by Banco Hipotecario. The building is located in the block embraced by the streets Carlos Pellegrini, Presidente Perón, Sarmiento and Pasaje Carabelas, in the City of Buenos Aires. On December 28, 2023, Banco Hipotecario transferred the fiduciary ownership of the aforementioned property in favor of the trustee as a contribution to the trust.
The project underlying the trust has approval for the Microcenter reconversion regime pursuant to Law No. 6508 issued by the GCBA. On June 14, 2024, the GCBA issued Joint Resolution No. 1078/MHFGC/24 that suspended the effects of the tax benefits granted to the trust, which are rights acquired by it. In order to preserve its rights, on July 17, 2024, the trust filed an administrative appeal against this measure in order for it to be revoked and the validity of the suspended tax benefits to be restored. The appeal is still pending, and no decision has yet been rendered.
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GCDI S.A. (formerly TGLT S.A.) (real estate)
GCDI S.A. is a construction company listed on the ByMA which is mainly engaged in the construction of third-party projects and residential development projects in Argentina and Uruguay. As of June 30, 2024, IRSA holds a 27.39% interest.
We are appa S.A. (formerly Pareto S.A.)
On October 8, 2018, the Company We are appa S.A. was incorporated, with the social purpose of design, programming and development of software, mobile and web applications. As of June 30, 2024, We are appa S.A. had 56 employees and IRSA’s share of “We are appa” reached 98.67%.
“We are appa’s” mission is to minimize the friction of physical shopping by applying data science and artificial intelligence, connecting buyers and sellers in a unique experience.
Through its application, ¡appa!, “We are appa” provides shopping malls and tenants a 100% digital customer loyalty system that promotes benefits and discounts by facilitating the consumer experience.
During the fiscal year ended June 30, 2024, users of ¡appa! carried out more than 2.8 million transactions on the platform, including consumption in shopping malls, use of parking spaces, and redemption of corporate benefits. Of these, approximately 2.7 million visitor transactions were identified in IRSA shopping malls, corresponding to consumption of more than ARS 15,800 million by 575,000 users. This information allows the teams of the shopping malls to manage their communications and actions in a more efficient and segmented way that results in greater loyalty and attractiveness of the shopping malls’ proposal towards its visitors.
Avenida Inc.
As of June 30, 2024, IRSA indirectly owned 2.71% of Avenida Inc., a company dedicated to the e-commerce business.
Compara en casa
Compara en casa is a digital insurance broker that compares the policies of the main insurers in one place. They operate in Argentina, Brazil, Mexico, Paraguay and Uruguay.
As of June 30, 2024, the Company indirectly owned 14.87% of Comparaencasa S.A.
Turismo City
As of June 30, 2024, the Company owns indirectly 9.28% of Rundel Global Ltd., commercially known as Turismo City, which is a company that holds interest in different business related with tourism and travel assistance in Argentina, Brazil and Chile.
Legal Framework
Regulation and Argentine Government Supervision
The laws and regulations governing the acquisition and transfer of real estate, as well as municipal zoning ordinances, apply to the development and operation of our properties. Currently, Argentine law does not specifically regulate shopping mall leases. Since our shopping mall leases generally differ from ordinary commercial leases, we have developed contractual provisions which govern the commercial relationship with our shopping mall tenants.
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Leases
Argentine law imposes certain restrictions on property owners, including a minimum lease term of two years for all purposes, except in particular cases such as embassy, consulate or international organization venues, room with furniture for touristic purposes for less than three months, custody and bailment of goods, exhibition or offering of goods in fairs or in cases where due to the circumstances, the subject matter of the lease agreement is the fulfillment of a purpose specified in the agreement and which requires a shorter term. Decree No. 70/2023 sets forth that the tenant may unilaterally terminate the contract at any time, without prior notice or a minimum elapsed period, by paying 10% of the remaining rent balance—specifically, 10% of the outstanding contract value, calculated from the date of notification to the contractual termination date.
Decree No. 70/2023 is subject to congressional approval and potential legal challenges regarding its constitutionality. Although Decree No. 70/2023 became effective as of December 29, 2023, it remains under congressional and judicial review. The decree will only lose its validity if rejected by the Chamber of Deputies.
Other
Most of our leases provide that the tenants pay all costs and taxes related to the property in proportion to their respective leasable areas. Notwithstanding the foregoing, in accordance with the latest amendment to Section 1209 of the Argentine Civil and Commercial Code, the tenant is not responsible for the payment of charges and contributions levied on the property or extraordinary common expenses. In the event of a significant increase in the amount of such costs and taxes, the Argentine Government may respond to political pressure to intervene by regulating this practice, thereby adversely affecting our rental income. Considering that the Decree No. 70/2023 repealed Section 1209 of the Argentine Civil and Commercial Code, we may freely agree with the tenants on the method of payment for expenses and taxes related to the property in proportion to the corresponding leases areas, without legal restrictions. Although the Argentine Code of Civil and Commercial Procedure allows the landlord, in the event of non-payment of rents, to proceed to collect the rents through an executory proceeding, there is a large amount of jurisprudence that holds that shopping center lease agreements do not fulfill the requirements of the law in force to be collected through the executory proceeding. In those cases, in which executory proceedings are granted, debtors have fewer defenses available to prevent foreclosure, making these proceedings substantially shorter than ordinary ones. In executory proceedings the origin of debt is not under discussion; the trial focuses on the formalities of the debt instrument itself. The Code also permits special eviction proceedings, which are carried out in the same way as ordinary proceedings. The Argentine Civil and Commercial Code requires that a notice be given to the tenant demanding payment of the amounts due in the event of breach prior to eviction, of no less than ten days for leases for residential purposes and establishes no limitation or minimum notice for leases for other purposes. However, historically, large court dockets and numerous procedural hurdles have resulted in significant delays to eviction proceedings, which generally last from six months to two years from the date of filing of the suit to the time of actual eviction.
Development and use of the land
Buenos Aires Urban Code. Our real estate activities are subject to several municipal zoning, building, occupation, and environmental regulations. In the City of Buenos Aires, where the vast majority of the real estate properties are located, there are the following regulations:
Buenos Aires Urban Planning Code
The Buenos Aires Urban Code (Código Urbanístico de la Ciudad de Buenos Aires) generally restricts the density and use of property and regulates physical features of improvements to property, such as height, design, set back and overhang, consistent with the city’s urban planning policy. The administrative agency in charge of the Urban Code is the Secretary of Urban Planning of the City of Buenos Aires (Secretaría de Planeamiento Urbano) is responsible for implementing and enforcing the Buenos Aires Urban Code.
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Buenos Aires Building Code.
The Buenos Aires Building Code (Código de Edificación de la Ciudad de Buenos Aires) complements the Buenos Aires Urban Planning Code and regulates the structural use and development of property in the City of Buenos Aires. The Buenos Aires Building Code requires builders and developers to file applications for building permits, including the submission to the Secretary of Work and Public Services (Secretaría de Obras y Servicios Públicos) of architectural plans for review, to assure compliance therewith.
Sales and ownership
Buildings Law. Buildings Law No. 19,724 (Ley de Pre horizontalidad) was repealed by the new Argentine Civil and Commercial Code which became effective on August 1, 2015. The new regulations provide that for purposes of execution of agreements with respect to build units or units to be built under this the building’s regime, the owner is required to purchase insurance in favor of prospective purchasers against the risk of frustration of the operation pursuant to the agreement for any reason. A breach of this obligation prevents the owner from exercising any right against the purchaser such as demanding payment of any outstanding installments due – unless he/she fully complies with their obligations but does not prevent the purchaser from exercising its rights against the seller.
Protection for the Disabled Law. The Protection for the Disabled Law No. 22,431, enacted on March 20, 1981, as amended, provides that in connection with the construction and renovation of buildings, obstructions to access must be eliminated in order to enable access by handicapped individuals. In the construction of public buildings, entrances, transit pathways and adequate facilities for mobility impaired individuals must be provided for.
Buildings constructed before the enforcement of the Protection for the Disabled Law must be adapted to provide accesses, transit pathways and adequate facilities for mobility-impaired individuals.
Those pre-existing buildings, which due to their architectural design may not be adapted to the use by mobility-impaired individuals, are exempted from the fulfillment of these requirements.
The Protection for the Disabled Law provides that residential buildings must ensure access by mobility impaired individuals to elevators and aisles. Architectural requirements refer to pathways, stairs, ramps and parking.
Real Estate Installment Sales Law. The Real Estate Installment Sales Law No. 14,005, as amended by Law No. 23,266 and Decree No. 2015/85, imposes a series of requirements on contracts for the sale of subdivided real estate property regarding, for example, the sale price which is paid in installments and the deed, which is not conveyed until final payment of such price. The provisions of this law require, among other things:
The registration of the intention to sell the property in subdivided plots with the Real Estate Registry corresponding to the jurisdiction of the property. Registration will only be possible with regard to unencumbered property. Mortgaged property may only be registered where creditors agree to divide the debt in accordance with the subdivided plots. However, creditors may be judicially compelled to agree to the division.
The preliminary registration with the Real Estate Registry of the purchase instrument within 30 days of execution of the agreements.
Once the property is registered, the installment sale may not occur in a manner inconsistent with the Real Estate Installment Sales Act, unless the seller registers its decision to desist from the sale in installments with the Real Estate Registry. In the event of a dispute over the title between the purchaser and third-party creditors of the seller, the installment purchaser who has duly registered the purchase instrument with the Real Estate Registry will obtain the deed to the plot. Further, the purchaser can demand conveyance of title after at least 25% of the purchase price has been paid, although the seller may demand a mortgage to secure payment of the balance of the purchase price.
After payment of 25% of the purchase price or the construction of improvements on the property equal to at least 50% of the property value, the Real Estate Installment Sales Act prohibits the rescission of the sales contract for failure by the purchaser to pay the balance of the purchase price. However, in such an event the seller may take action under any mortgage on the property.
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Other regulations
Consumer Relationship. Consumer or End User Protection. The Argentine Constitution expressly established in Section 42 that consumers and users of goods and services have a right to protection of health, safety and economic interests in a consumer relationship. Consumer Protection Law No. 24,240, as amended, regulates several issues concerning the protection of consumers and end users in a consumer relationship, in the arrangement and execution of contracts.
The Consumer Protection Law, and the applicable sections of the Argentine Civil and Commercial Code are intended to regulate the constitutional right conferred under the Constitution on the weakest party of the consumer relationship and prevent potential abuses deriving from the stronger bargaining position of vendors of goods and services in a mass-market economy where standard form contracts are widespread.
As a result, the Consumer Protection Law and the Argentine Civil and Commercial Code deem void and unenforceable certain contractual provisions included in consumer contracts entered into with consumers or end users, including those which:
(1) deprive obligations of their nature or limit liability for damages.
(2) imply a waiver or restriction of consumer rights and an extension of seller rights; and
(3) impose the shifting of the burden of proof against consumers.
In addition, the Consumer Protection Law imposes penalties ranging from warnings to fines from ARS 100 to ARS 5,000,000, the seizure of merchandise, closing down of establishments for a term of up to 30 days, suspension of up to 5 years in the State suppliers register, the forfeiture of concession rights, privileges, tax regimes or special credits to which the sanctioned party was entitled. These penalties may be imposed separately or jointly.
The Consumer Protection Law and the Argentine Civil and Commercial Code define consumers or end users as the individuals or legal entities that acquire or use goods or services free of charge or for a price for their own final use or benefit or that of their family or social group. In addition, both laws provide that those who though not being parties to a consumer relationship as a result thereof acquire or use goods or services, for consideration or for non-consideration, for their own final use or that of their family or social group are entitled to such protection rights in a manner comparable to those engaged in a consumer relationship.
In addition, the Consumer Protection Law defines the suppliers of goods and services as the individuals or legal entities, either public or private that in a professional way, even occasionally, produce, import, distribute or commercialize goods or supply services to consumers or users.
The Argentine Civil and Commercial Code defines a consumer agreement as such agreement that is entered into between a consumer or end user and an individual or legal entity that acts professionally or occasionally either with a private or public company that manufactures goods or provides services, for the purpose of acquisition, use or enjoyment of goods or services by consumers or users for private, family or social use.
The protection under the laws afforded to consumers and end users encompasses the entire consumer relationship process (from the offering of the product or service) and it is not only based on a contract, including the consequences thereof.
In addition, the Consumer Protection Law establishes a joint and several liability system under which for any damages caused to consumers, if resulting from a defect or risk inherent in the thing or the provision of a service, the producer, manufacturer, importer, distributor, supplier, seller and anyone who has placed its trademark on the thing or service shall be liable.
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The Consumer Protection Law excludes the services supplied by professionals that require a college degree and registration in officially recognized professional organizations or by a governmental authority. However, this law regulates the advertisements that promote the services of such professionals.
The Consumer Protection Law determines that the information contained in the offer addressed to undetermined prospective consumers, binds the offeror during the period in which the offer takes place and until its public revocation. Further, it determines that specifications included in advertisements, announcements, prospectuses, circulars or other media bind the offeror and are considered part of the contract entered into by the consumer.
Pursuant to Resolution No. 104/05 issued by the Secretariat of Technical Coordination reporting to the Argentine Ministry of Economy, Consumer Protection Law adopted Resolution No. 21/2004 issued by the MERCOSUR which requires that those who engage in commerce over the Internet (E-Business) shall disclose in a precise and clear manner the characteristics of the products and/or services offered and the sale terms. Failure to comply with the terms of the offer is deemed an unjustified denial to sell and gives rise to sanctions.
On September 17, 2014, a new Consumer Protection Law was enacted by the Argentine Congress –Law No. 26,993. This law, known as “System for Conflict Resolution in Consumer Relationships,” provided for the creation of new administrative and judicial procedures for this field of Law. It created a two-instance administrative system: (i) the Preliminary Conciliation Service for Consumer Relationships (Servicio de Conciliación Previa en las Relaciones de Consumo, COPREC); and (ii) the Consumer Relationship Audit, and a number of courts assigned to resolution of conflicts between consumers and producers of goods and services (Fuero Judicial Nacional de Consumo). In order to file a claim, the amount so claimed should not exceed a fixed amount equivalent to 55 adjustable minimum living wages, which are determined by the Argentine Secretary of Labor, Employment and Social Security, National Council of Employment, Productivity, the Minimum, Living and Mobile Wage. The claim is required to be filed with the administrative agency. If an agreement is not reached between the parties, the claimant may file the claim in court. The administrative system known as COPREC is currently in full force and effect. However, the court system (fuero judicial nacional de consumo) was transferred to the scope of the City of Buenos Aires. creating the Jurisdiction in Contentious Administrative, Tax and Consumer Relations of the City of Buenos Aires, enacting Law 6407 by which was statutory the New Code of Procedure for Justice in the Consumer Relations of the City of Buenos Aires, which is currently in force, attributing jurisdiction for all consumer disputes that arise in the City of Buenos Aires without disregarding the full force and effect of different instances for administrative claims existing in the provincial sphere and the City of Buenos Aires, which remain in full force and effect, where potential claims related to this matter could also be filed.
Antitrust Law
Law No. 27,442 and its administrative regulation’s goals are to prevent and punish anticompetitive practices and, accordingly, it requires administrative authorization for transactions that according to the Antitrust Law constitute an economic concentration. Pursuant to this law, mergers, transfers of goodwill, acquisitions of property or rights over shares, capital or other convertible securities, or similar operations by which the acquirer controls or substantially influences a company, are considered as an economic concentration. The Antitrust Law provides that whenever an economic concentration involves one or more companies and the total business volume of the group of the affected companies (which include the acquiring group, the target company and the controlled companies, group or assets subject to the acquisition, but excludes the volume of business of the companies of the selling group), exceeds in Argentina 100 million mobile units that, according to Resolution 48/2024 of the Secretary of Trade of the Ministry of Economy, published in the Official Gazette on January 24, 2024, is equivalent to the sum of ARS 50,619,000,000 (since the adjusted value of each mobile was set by such resolution at ARS 506.19), then the respective concentration must be filed with the CNDC for analysis and authorization. “Total business volume” means to be the amounts resulting from the sale of products, the provision of services performed, and the direct subsidies received by the companies affected during the last fiscal year that correspond to their ordinary activities, after the deduction of discounts on sales, as well as on VAT and other taxes directly related to turnover.
The request for authorization may be filed, either prior to the transaction or within a week after its completion. Nevertheless, upon the first anniversary of the establishment of the new CNDC (which is yet to be set up), the filing requesting the authorization may only be submitted in advance.
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When a request for approval is filed, the CNDC may (i) authorize the transaction, (ii) subordinate the transaction to the accomplishment of certain conditions, or (iii) reject the authorization.
The Antitrust Law establishes exceptions to the notification obligation, including when economic concentrations in which the transaction amount and the value of the assets absorbed, acquired, transferred, or controlled in Argentina, do not exceed, in each case, 20 million mobile units that, according to the Resolution of the Secretary of Trade of the Ministry of Economy, currently represent ARS 10,123.8 million, such transactions are exempted from the administrative authorization. Notwithstanding the foregoing, when the transactions effected by the companies concerned during the prior 12-month period exceed 20 million mobile units (as of the date hereof, ARS 1,105,000,800) or 60 million mobile units in the previous 36 months that, according to said Resolution, is currently equivalent to the sum of ARS 30,371.4 million, these operations they must be notified to the CNDC.
As our consolidated annual sales volume and our parent’s consolidated annual sales volume exceed ARS 50,619 million, in cases of concentrations in which we are the acquiring party we should give notice to the CNDC of any concentration provided for by the Antitrust Law, provided that cases of exception to the notification obligation of Section 11 of the Antitrust Law do not arise.
Money laundering
For more information about money laundering see, “Item 10. Additional Information—D. Exchange Controls—Money Laundering.”
Environmental Law
Our activities are subject to several national, provincial, and municipal environmental provisions.
Section 41 of the Argentine Constitution, as amended in 1994, provides that all Argentine inhabitants have the right to a healthy and balanced environment fit for human development and have the duty to preserve it. Environmental damage shall bring about primarily the obligation to restore it as provided by applicable law. The authorities shall control the protection of this right, the rational use of natural resources, the preservation of the natural and cultural heritage and of biodiversity and shall also provide for environmental information and education. The Argentine Government has the authority to establish minimum standards for environmental protection whereas provincial and municipal Argentine governments have the authority to fix specific standards and regulatory provisions.
On November 6, 2002, the Argentine Congress passed Law No. 25,675, which regulates the minimum standards for the achievement of a sustainable environment and the preservation and protection of biodiversity and fixes environmental policy goals.
Law No. 25,675 establishes the activities that will be subject to an environmental impact assessment procedure and certain requirements applicable thereto. In addition, this law sets forth the duties and obligations that will be triggered by any damage to the environment and mainly provides for restoration of the environment to its former condition or, if that is not technically feasible, for payment of compensation in lieu thereof. This law also fosters environmental education and provides for certain minimum reporting obligations to be fulfilled by natural and legal entities.
On August 4, 2004, the Argentine Congress passed Law No. 25,916 by means of which the minimum environmental protection guidelines for the integral management of residential, commercial and industrial waste were established. This law denotes integral management as a set of interdependent and complementary activities, which make up a process of actions for the management of household waste (that includes residence, urban, commercial and/or industrial, among others) in order to protect the environment and the population’s quality of life. This law establishes that the integral management of household waste consists of the following stages: generation, initial disposal, collection, transfer, transportation, treatment and final disposal. Competent authorities are determined by local jurisdictions.
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In addition, the CNV Rules require the obligation to report to the CNV any events of any nature and fortuitous acts that seriously hinder or could potentially hinder performance of our activities, including any events that generate or may generate significant impacts on the environment, providing details on the consequences thereof.
The Argentine Civil and Commercial Code introduced the acknowledgement of collective rights, including the right to a healthy and balanced environment. Accordingly, the Argentine Civil and Commercial Code expressly sets forth that the law does not protect an abusive exercise of individual rights if such exercise could have an adverse impact on the environment and the rights with a collective impact in general.
Insurance
We carry all-risk insurance for our shopping malls and other buildings covering damages to the property caused by fire, acts of terrorism, explosion, gas leak, hail, storm and winds, earthquakes, vandalism, theft and business interruption. We also have civil liability insurance covering all potential damages to third parties or goods arising from the development of our businesses throughout the whole Argentine territory. We are in compliance with all the legal requirements relating to mandatory insurance, including statutory coverage under the Occupational Risk Law, life insurance required under collective bargaining agreements and other insurance required by the laws and decrees. Our history of material damages is limited to only one claim made as a result of a fire in Alto Avellaneda Shopping in March 2006, in which the loss was substantially recovered from our insurers. These insurance policies have all the specifications, limits and deductibles that we believe are adequate for the risks to which we are exposed in our daily operations. We also purchased civil liability insurance to cover our Directors’ and officers’ liability.
Sustainability
Sustainability is a central pillar of our organization. Our policy is based on the United Nations Sustainable Development Goals, and we work towards this direction internally within our teams and externally through our value chain, operating as social and environmental change agents. We aim to achieve high quality standards in our real estate operations through the responsible use of resources and sustainable technologies and we seek to develop new projects in harmony with the environment.
Our fifteen shopping malls are an ideal space for the dissemination of topics of societal interest and the organization of community activities given that more than 100 million people visit them annually. Regarding the office buildings, they are occupied by national and international organizations, committed to the triple impact of their actions.
We agree on the agenda of topics with social organizations in each community, the public sector and specialists in each field. In this way, we strengthen ties and generate long-term alliances, incorporating actors in the value chain and collaborating with the communities where our business units operate.
Environmental Management
Environmental management is a central commitment for IRSA, expressed through its environmental policies and continuously reflected in its management. In 2024, these policies were updated, reaffirming the Company’s commitment towards sustainable development and respect for the environment.
The new environmental policy focuses on the following fundamental pillars:
| · | Compliance with applicable regulations in the field. |
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| · | Rational use of resources. |
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| · | Management of environmental impact. |
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| · | Promotion of the circular economy. |
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Our environmental management is based on the following strategies:
| · | We constantly innovate in the use of best practices for the development of our activities. |
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| · | We work to achieve a balance between the efficient use of resources and sustainable real estate development. We value our relationship with our people and the communities in which we operate, considering ourselves an integral part of them. |
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| · | We plan for the long term, seeking development that allows future generations to also enjoy a healthy environment. |
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| · | We plan for the long term, seeking to develop in a sustainable way so that our environment can also be enjoyed by future generations. |
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| · | We focus on continuous improvement, environmental protection, and compliance with current legislation, including those regulations to which we voluntarily subscribe. |
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| · | We actively participate in a process of cultural change, which we extend to all the people we interact with. |
Therefore, we are implementing a positive environmental impact strategy through our strategic sustainability plan with an environmental focus, which prioritizes the incorporation of circular economy criteria and the reduction of greenhouse gas emissions to address the challenge of reducing our carbon footprint.
Our Environmental Strategy is aligned with the United Nations Sustainable Development Goals to protect the planet and minimize the impact of our operations on the environment.
Environmental Certifications
As part of our strategy, we aim to achieve high environmental certification standards in our real estate projects with the goal of having a modern and sustainable portfolio. Our shopping malls in Buenos Aires City are already part of the Circular Economy Network, an initiative of the GCBA that creates a collaborative workspace among various societal actors (companies, NGOs, and universities) to build a more sustainable city. Alto Palermo Shopping, Dot Baires Shopping, Alcorta Shopping, Patio Bullrich, Distrito Arcos, and Abasto Shopping have already signed the adhesion.
It reaffirms our commitment and effort to work on various actions that strengthen recycling and promote the circular economy. This seeks to redefine what growth means, with an emphasis on benefits for the entire society. It involves decoupling economic activity from the use of non-renewable resources and reducing (or eliminating) waste generation. It is composed of seven principles: rethink, refuse, reduce, redistribute, reclaim, reuse, and recycle.
Córdoba Shopping and Alto Palermo have advanced to the second stage of the Comprehensive Waste Management Plan from the Circular Economy Paradigm. They are implementing new practices and habits to reduce waste generation, increasing reuse and recycling. The Circular Economy helps transform the economy towards a sustainable future. The diagnostic stage for all the Company’s shopping malls has been completed. Meanwhile, Distrito Arcos, Soleil, Patio Bullrich, Alcorta, DOT Baires, and Alto Rosario are already in the implementation stage of the new Waste Management Guide with a focus on the circular economy. On the other hand, Ribera Shopping, Alto Comahue, Alto NOA, Mendoza Shopping, and Alto Avellaneda are in the process of drafting this new Guide to be implemented in the next period.
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The Ministry of Public Space and Urban Hygiene of the city of Buenos Aires awarded the Green Seal to the shopping malls Alto Palermo, Patio Bullrich, and Alcorta:
| · | This Seal is part of the Circular Economy Network initiative. |
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| · | Alto Palermo has recertified the Green Seal and obtained a three-star rating, which implies good practices and a commitment to responsible waste management. |
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| · | Patio Bullrich and Alcorta Shopping have certified this year, both obtaining a two-star rating. |
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| · | The certification process includes training for both tenants and employees, as well as audits conducted by the city government. |
During the next fiscal year, the certification of Alto Palermo, Alcorta, and Patio Bullrich will be renewed, and Distrito Arcos, Dot Baires, and Abasto Shopping will soon be added. These actions not only benefit the shopping malls but also encourage some tenants to seek this certification. In this way, we help more companies become part of the Circular Economy Network.
Thanks to the Green Seal certification, our professionals were able to participate in various workshops and working groups provided by the City Government, such as the “Green City Ambassadors” training, “Waste Management in the City,” among others.
The latest office buildings developed by the Company, “261 Della Paolera” and “Zetta,” have LEED Gold Core & Shell certification (Leadership in Energy and Environmental Design). This certification, renowned in the sector and valued by the market, recognizes the company’s commitment to sustainable real estate development, incorporating aspects related to energy efficiency, improvement of indoor environmental quality, water consumption efficiency, sustainable development of open spaces on the plot, and the selection and recycling of materials in the construction.
As of the date of presentation of the Financial Statements, 72% of the premium office portfolio has LEED certification and several tenants are in the process of certifying their interiors, promoting energy and environmental design, quality of life and healthy work spaces.
Energy, water and waste management
The efficient use of resources, as well as the proper management of the waste generated in our activities, are extremely important in our daily operations. For this reason, we carry out various tasks to ensure proper environmental management:
Energy: Actions are continuously carried out to minimize consumption as much as possible, which includes:
| · | improvements in air conditioning technologies, |
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| · | constant maintenance of facilities and monitoring, |
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| · | awareness campaigns on resource conservation for our staff, tenants, and customers. |
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| · | In our offices, we automate the turning on and off of meeting room lights through motion sensors, preventing the lights from staying on when the room is not in use. |
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| · | We automate the speed of escalators, reducing their speed when not in use. |
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| · | Regarding lighting, we are replacing all luminaires with LED technology in all our shopping malls. |
Water: The primary use of water is for sanitary supply, and it is also used in the food court sector, in shopping malls, for cleaning facilities, and for irrigation.
| · | The sanitary facilities are equipped with Pressmatic-type command systems or similar, which allow for water savings of around 20% compared to older technologies. |
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| · | In establishments where possible, thanks to the facilities and availability of the location, rainwater is collected for other uses, primarily for irrigation. |
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| · | Distrito Arcos is an open-air shopping mall with plant beds that are watered with rainwater. On rainy days, the rainwater is collected in underground tanks and used to water the plant beds on sunny days. |
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| · | The chosen irrigation system is drip irrigation, due to its high efficiency. In the latest office buildings developed by the company: 261 Della Paolera and the “Zetta Building,” rainwater is also used for watering their plant beds. |
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| · | In the restrooms of our establishments, we opt for low-consumption sanitary fixtures and faucets, through the installation of timers, infrared sensors, and aerators, making efficient use of the resource. |
Waste: We promote waste reduction and are pioneers in recycling management. In all our shopping malls, waste is separated at the source into two fractions: Wet (non-recyclable) and Dry (recyclable). In four of them, Alto Rosario, Alcorta, Patio Bullrich, Alto Palermo, and Distrito Arcos, a third fraction called Organic is separated, generated from food preparation in gastronomic establishments. This waste is collected by the municipalities for composting. The resulting material is used for landscaping boulevards and public plant beds.
In the southern area of the Autonomous City of Buenos Aires, in addition to organic waste separation, construction debris, PET, and pruning waste are collected. This facility has a modern aerobic fermentation plant that accelerates the composting process of organic waste.
We continue working to add more establishments and reduce the waste sent to landfills. We operate a waste management system that allows us to recycle a significant portion of the material produced in our establishments. Additionally, we develop new ways and opportunities to integrate with social organizations and cooperatives to add value to the recovered materials.
Recyclable materials are collected with a frequency ranging from four times a week to daily. We work with cooperatives and local organizations, which, through the collection, sorting, and commercialization of recyclable materials, provide a means of subsistence and a source of income for the community.
We continuously reinforce proper waste management with our tenants, communicating through circulars, site visits, and training sessions. We remind them of the materials to separate into each of the three fractions (recyclable, wet, and organic), the corresponding bag color (according to current regulations), and the storage areas for these materials.
In the kitchens of gastronomic establishments, used vegetable oils (UVOs) are generated from frying and cooking food. The company promotes the transformation of vegetable oil used by our shopping mall tenants into biodiesel.
Each tenant has a collection and storage system for these oils to be used as input in a production process: biodiesel production. We work with authorized companies for this purpose, such as RBA Ambiental. This prevents water contamination by not draining the oils through regular kitchen pipes and gives a second use to the resources.
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Education and training program
We have developed a training and education program in environmental management, focusing on waste, efficient use of resources such as water and energy. Training sessions and actions are directed at shopping mall staff, tenants of the establishments, and related suppliers, involving urban recycler cooperatives to share their experiences, understand their work, and highlight the importance of proper waste management.
Fundación IRSA
Fundación IRSA was created in 1996 with the aim of developing programs and supporting initiatives that promote the integral development of individuals, with a special focus on education, human well-being, and social inclusion. We support civil society organizations because we believe in the power of networking, which enhances individualities and promotes sustainable relationships.
The work of Fundación IRSA is organized around four action areas that chart innovative paths in building a sense of community. These pillars are:
| · | Education: Fundación IRSA promotes training, cultural learning, and educational research to enhance personal development, supporting projects that provide new opportunities in both formal and non-formal education. Together with other social organizations, we work for the recognition of the value of identity and respect for diversity. Since its inception, we have funded the “Observatory of Education,” which generates statistical data on education in Argentina based on evidence and social collaboration. |
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| · | Human well-being: Understanding human well-being as an integral aspect that encompasses the physical, psychological, and social needs of individuals, Fundación IRSA focuses on research and assistance to help reduce inequalities, especially in the health sector. Since 2014, we have invested in improving hospital equipment and providing state-of-the-art devices and medical supplies to hospitals and health centers across the country. Additionally, through the Nutrir Program, we continue to support the purchase of meat, vegetables, fruits, and dairy products to address food needs in community kitchens, aiming for the program to have a federal reach in underserved areas and ensure access to healthy food. |
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| · | Insertion / inclusion: Fundación IRSA pays special attention to two critical issues: employability and violence. Regarding employability, we continue to support the work of Asociación Civil Diagonal, which develops various programs to offer training, support, and dialogue spaces for people over 45 years old, strengthening their job opportunities in a challenging context. Additionally, the Foundation expanded its commitment by becoming the sole funder of the initial phase of the +45 Observatory, which aims to collect qualitative information on employment and unemployment in this age group, as well as its impact on individuals. Regarding violence, the Foundation is dedicated to research and generating evidence to improve public policies in this area. Since 2021, we have been the main investor in the creation of the first Observatory on Early Practices for Addressing Child Abuse. This year, we strengthened the civil entity “Red por la Infancia,” which produced several reports and guides for the private sector, including a certification of products and services free of child labor and trafficking in the supply chain, as well as guides for preventing and addressing situations of violence against children and adolescents in educational, recreational, and community settings. It also developed a guide for raising awareness and detecting trafficking and sexual exploitation in the tourism sector. |
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| · | Strengthening: Fundación IRSA supports the institutional capacity of non-profit organizations through cooperation and partnerships. We accompany social organizations across the country so they can fulfill their mission, grow, and develop. Additionally, we continue with the internal program MultipliDAR, which offers all IRSA Group employees the opportunity to multiply their personal and group donations to civil society organizations of their choice, doubling or tripling the donated amount. |
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During the 2024 fiscal year, Fundación IRSA worked with 80 civil society organizations, making a direct social investment of ARS 471,302,599.
For the 2025 fiscal year, the Foundation is committed to strengthening its mission, focusing on listening to the needs of society to maximize the impact of its projects. It will renew its commitment to research by investing in the strengthening of several observatories, including the Observatory on Violence against Children and Adolescents and the Employability Observatory for adults over 45 years old. It aims to be a generator of quality data and a guarantor of excellent knowledge.
In the field of education, it will continue investing in the Observatory of Education to generate statistical data and will join the collective work with other companies and foundations committed to improving education in our country. Fundación IRSA will join the main governance body of the Literacy and Secondary Education Advocacy Group of Foundations and Companies and, for the tenth consecutive year, will strengthen nursing education by providing the opportunity for more than 60 tertiary-level students to complete their studies and enter the healthcare job market.
Additionally, it will continue promoting the Nutrir Program, leaving installed capacity that allows organizations to carry out their solidarity commitment to those most in need. It will also establish new connections with other community kitchens at the federal level and with organizations specializing in the recovery of fresh food in the country.
Finally, it will persist in generating initiatives that address diversity, focusing on strengthening job placement and employability for both the young and adult population of the country.
“Puerta 18” Foundation
“Puerta 18” Foundation is a free space for artistic and technological creation for young people aged 13 to 24. Through a non-formal education approach, it encourages the development of skills, vocations, and talents in young people through the multiple resources offered by technology.
Over its 16 years, more than 5,000 young people have received free training, and today more than 290 have found employment in areas related to their training at the institution. Two years ago, the foundation, in pursuit of “common good” objectives, achieved recognition from the IGJ (General Inspection of Justice) so that, under Section 81c, donations received can be tax-deductible, encouraging more companies to join and amplifying the impact.
The Foundation’s approach is based on placing the young person at the center of the proposal, which revolves around their interests and needs, with educators acting as facilitators using technology as a tool. Some of the disciplines we work with include: Graphic Design, Photography, UX, Programming, Comprehensive Video Production, 3D Modeling and Animation, Video Games, Robotics, among others.
Currently, the Foundation offers activities for an average of over 80 young people per day, both in the 13-18 age group and those over 18, focusing all its actions at the Zelaya Street headquarters. Additionally, together with #Digtar and #programarte, they have awarded scholarships to 60 young people to continue their educational studies at other institutions, expanding their social capital, deepening their knowledge, and significantly improving their job prospects.
“Museo de los Niños” Foundation
The Museo de los Niños Abasto is an interactive museum that recreates the spaces of a city and enhances the activities of children within it. Here, children and adults have fun and learn by playing the daily activities carried out in a community.
The Museum offers an enriching and alternative meeting space that integrates play, movement, perception, understanding, and expression, encouraging curiosity, interest in learning, and imagination from a transformative perspective.
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Based on the Declaration of the Rights of the Child, it has been designed to foster in each child the development of their own potential: “learning by doing” and “playing and having fun while learning.”
The Museum is dedicated to children up to 12 years old, their families, educators, and through them, the community. For the youngest children, up to 3 years old, it has two soft rooms specially built to stimulate their activity.In addition, it has an Exhibition Hall and an Auditorium where shows, film screenings, conferences, book presentations and various events are held.
Additionally, it has an Exhibition Hall and an Auditorium where shows, training sessions, conferences, book presentations, and various events are held.
As is customary, the Foundation continued its policy of supporting its own or third-party programs and also continued to promote projects related to communication, science, culture, education, and humanitarian aid.
Through the scheduled activities, we aim to offer children a series of learning experiences that foster actions of solidarity and commitment to society as a whole, through play, imagination, and participation.
Taking these points into account, we received approximately 1,000,000 visitors, and the number of companies providing support through sponsorship increased.
As every year, the source of income from the Annual Winter Vacation event, as well as family days celebrated by different companies and institutions, and advance ticket sales, proved to be a fundamental and regular economic support for the Foundation.
School visits and birthday celebrations also increased.
Museo de los Niños has been declared:
| · | of Educational Interest by the Ministry of Education of Argentina pursuant to Resolution No. 123; |
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| · | of Cultural Interest by the Secretariat of Culture and Communication of the Presidency of Argentina pursuant to Resolution No. 1895; |
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| · | of Cultural Interest by the Secretariat of Culture of the GCBA; |
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| · | of Tourist Interest by the Secretariat of Tourism of the Presidency of Argentina pursuant to Resolution No. 281; and |
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| · | sponsored by the Secretariat of Education of the GCBA pursuant to Resolution No. 537. |
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C. Organizational Structure
The following table presents information relating to our ownership interest represented by our subsidiaries as of June 30, 2024:
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| % of ownership interest held by the Company |
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Name of the entity |
| Country |
| Main activity |
| 06.30.2024 |
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| 06.30.2023 |
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| 06.30.2022 |
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IRSA's direct interest: |
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E-Commerce Latina S.A. |
| Argentina |
| Investment |
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| 100.00 |
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| 100.00 |
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| 100.00 |
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Efanur S.A. (4) |
| Uruguay |
| Investment |
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| — |
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| — |
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| 100.00 |
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Hoteles Argentinos S.A.U. |
| Argentina |
| Hotel |
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| 100.00 |
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| 100.00 |
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| 100.00 |
|
Inversora Bolívar S.A. |
| Argentina |
| Investment |
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| 100.00 |
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| 100.00 |
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| 100.00 |
|
Llao Llao Resorts S.A. (1) |
| Argentina |
| Hotel |
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| 50.00 |
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| 50.00 |
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| 50.00 |
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Nuevas Fronteras S.A. |
| Argentina |
| Hotel |
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| 76.34 |
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| 76.34 |
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| 76.34 |
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Palermo Invest S.A. |
| Argentina |
| Investment |
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| 100.00 |
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| 100.00 |
|
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| 100.00 |
|
Ritelco S.A. |
| Uruguay |
| Investment |
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| 100.00 |
|
|
| 100.00 |
|
|
| 100.00 |
|
Tyrus S.A. |
| Uruguay |
| Investment |
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| 100.00 |
|
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| 100.00 |
|
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| 100.00 |
|
U.T. IRSA y Galerias Pacifico (2) |
| Argentina |
| Investment |
|
| — |
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| 50.00 |
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| 50.00 |
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Arcos del Gourmet S.A. |
| Argentina |
| Real estate |
|
| 90.00 |
|
|
| 90.00 |
|
|
| 90.00 |
|
Emprendimiento Recoleta S.A. (in liquidation) |
| Argentina |
| Real estate |
|
| 53.68 |
|
|
| 53.68 |
|
|
| 53.68 |
|
Fibesa S.A.U. |
| Argentina |
| Real estate |
|
| 100.00 |
|
|
| 100.00 |
|
|
| 100.00 |
|
Panamerican Mall S.A. |
| Argentina |
| Real estate |
|
| 80.00 |
|
|
| 80.00 |
|
|
| 80.00 |
|
Shopping Neuquén S.A. |
| Argentina |
| Real estate |
|
| 99.95 |
|
|
| 99.95 |
|
|
| 99.95 |
|
Torodur S.A. |
| Uruguay |
| Investment |
|
| 100.00 |
|
|
| 100.00 |
|
|
| 100.00 |
|
EHSA |
| Argentina |
| Investment |
|
| 70.00 |
|
|
| 70.00 |
|
|
| 70.00 |
|
Centro de Entretenimiento La Plata |
| Argentina |
| Real estate |
|
| 100.00 |
|
|
| 100.00 |
|
|
| 100.00 |
|
We Are Appa S.A. |
| Argentina |
| Design and software development |
|
| 98.67 |
|
|
| 98.67 |
|
|
| 93.63 |
|
Shefa Fiduciaria S.A.U. |
| Argentina |
| Trustee company |
|
| 100.00 |
|
|
| — |
|
|
| — |
|
Fideicomo Shefa V.C. |
| Argentina |
| Invesment |
|
| 100.00 |
|
|
| — |
|
|
| — |
|
Tyrus S.A.'s direct interest: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DFL and DN BV |
| Bermuda’s / Netherlands |
| Investment |
|
| 99.63 |
|
|
| 99.59 |
|
|
| 99.50 |
|
Real Estate Develoment LLC |
| USA |
| Investment |
|
| 100.00 |
|
|
| — |
|
|
| — |
|
IRSA International LLC |
| USA |
| Investment |
|
| 100.00 |
|
|
| 100.00 |
|
|
| 100.00 |
|
Jiwin S.A. (4) |
| Uruguay |
| Investment |
|
| — |
|
|
| — |
|
|
| 100.00 |
|
Liveck S.A. (3) |
| British Virgin Islands |
| Investment |
|
| 100.00 |
|
|
| 100.00 |
|
|
| 100.00 |
|
Real Estate Strategies LLC |
| USA |
| Invesment |
|
| 100.00 |
|
|
| 100.00 |
|
|
| 100.00 |
|
Efanur S.A.'s direct interest: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real Estate Investment Group VII LP (REIG VII) (4) |
| Bermuda’s |
| Investment |
|
| — |
|
|
| — |
|
|
| 100.00 |
|
DFL's and DN BV's direct interest: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dolphin IL Investment Ltd. |
| Israel |
| Investment |
|
| 100.00 |
|
|
| 100.00 |
|
|
| 100.00 |
|
______________________
(1) | The Company has consolidated the investment in Llao Llao Resorts S.A. considering its equity interest and a shareholder agreement that confers its majority of votes in the decision making process. |
(2) | Liquidated in September 2023. |
(3) | Includes Tyrus’ and IRSA S.A.’s equity interests. |
(4) | Liquidated in October 2022. |
We have a significant interest in Banco Hipotecario, an Argentine company incorporated under Argentine law and engaged in the banking business. As of June 30, 2024, we held, directly and indirectly, 29.9% of the equity of Banco Hipotecario.
D. Property, Plant and Equipment
In the ordinary course of business, the leases property or spaces for administrative or commercial use both under operating lease arrangements. The agreements include several clauses, including but not limited, to fixed, variable or adjustable payments.
| 99 |
| Table of Contents |
The following table sets forth certain information about our properties as of June 30, 2024:
Property (6) |
| Date of Acquisition |
|
| Leasable/ Sale m2 / Rooms (1) |
|
| Location |
| Net Book Value (in millions of ARS) (2) |
|
| Use |
| Occupancy rate (%) |
| ||||
Bankboston Tower (13) |
| Aug-07 |
|
|
| - |
|
| City of Buenos Aires |
|
| 1,967 |
|
| Office Rental |
|
| N/A |
| |
Bouchard 551 |
| Mar-07 |
|
|
| - |
|
| City of Buenos Aires |
|
| 5,165 |
|
| Office Rental |
|
| N/A |
| |
Intercontinental Plaza Building |
| Nov-97 |
|
|
| 2,979 |
|
| City of Buenos Aires |
|
| 13,422 |
|
| Office Rental |
|
| 100.0 |
| |
Dot Building |
| Nov-06 |
|
|
| 11,242 |
|
| City of Buenos Aires |
|
| 52,613 |
|
| Office Rental |
|
| 79.4 |
| |
Zetta Building |
| Jun-19 |
|
|
| 32,173 |
|
| City of Buenos Aires |
|
| 159,256 |
|
| Office Rental |
|
| 100.0 |
| |
Phillips Building |
| Jun-17 |
|
|
| 8,017 |
|
| City of Buenos Aires |
|
| 33,147 |
|
| Office Rental |
|
| 50.6 |
| |
Other Properties(5) |
| N/A |
|
|
| N/A |
|
| City and Province of Buenos Aires / Detroit U.S |
|
| 31,718 |
|
| Other Rentals |
|
| N/A |
| |
Abasto Shopping |
| Nov-99 |
|
|
| 37,166 |
|
| City of Buenos Aires, Argentina |
|
| 90,036 |
|
| Shopping Mall |
|
| 99.5 |
| |
Alto Palermo Shopping |
| Dec-97 |
|
|
| 20,733 |
|
| City of Buenos Aires, Argentina |
|
| 108,434 |
|
| Shopping Mall |
|
| 99.4 |
| |
Alto Avellaneda |
| Dec-97 |
|
|
| 39,784 |
|
| Province of Buenos Aires, Argentina |
|
| 70,175 |
|
| Shopping Mall |
|
| 93.7 |
| |
Alcorta Shopping(16) |
| Jun-97 |
|
|
| 15,859 |
|
| City of Buenos Aires, Argentina |
|
| 68,761 |
|
| Shopping Mall |
|
| 99.9 |
| |
Patio Bullrich |
| Oct-98 |
|
|
| 11,395 |
|
| City of Buenos Aires, Argentina |
|
| 31,793 |
|
| Shopping Mall |
|
| 91.2 |
| |
Alto Noa |
| Nov-95 |
|
|
| 19,427 |
|
| City of Salta, Argentina |
|
| 15,779 |
|
| Shopping Mall |
|
| 99.4 |
| |
Mendoza Plaza |
| Dec-94 |
|
|
| 41,511 |
|
| Mendoza, Argentina |
|
| 25,444 |
|
| Shopping Mall |
|
| 98.6 |
| |
Alto Rosario |
| Dec-04 |
|
|
| 34,858 |
|
| Santa Fe, Argentina |
|
| 63,585 |
|
| Shopping Mall |
|
| 93.7 |
| |
Córdoba Shopping –Villa Cabrera (11) |
| Dec-06 |
|
|
| 15,368 |
|
| City of Córdoba, Argentina |
|
| 19,494 |
|
| Shopping Mall |
|
| 99.5 |
| |
Dot Baires Shopping |
| May-09 |
|
|
| 48,018 |
|
| City of Buenos Aires, Argentina |
|
| 76,185 |
|
| Shopping Mall |
|
| 99.3 |
| |
Soleil Premium Outlet |
| Jul-10 |
|
|
| 15,675 |
|
| Province of Buenos Aires, Argentina |
|
| 33,749 |
|
| Shopping Mall |
|
| 100.0 |
| |
La Ribera Shopping |
| Aug-11 |
|
|
| 10,542 |
|
| Santa Fe, Argentina |
|
| 8,632 |
|
| Shopping Mall |
|
| 91.7 |
| |
Distrito Arcos |
| Dec-14 |
|
|
| 14,508 |
|
| City of Buenos Aires, Argentina |
|
| 38,774 |
|
| Shopping Mall |
|
| 100.0 |
| |
Alto Comahue |
| Mar-15 |
|
|
| 11,701 |
|
| Neuquén, Argentina |
|
| 26,841 |
|
| Shopping Mall |
|
| 99.4 |
| |
Patio Olmos |
| Sep-97 |
|
|
| - |
|
| City of Córdoba, Argentina |
|
| 11,478 |
|
| Shopping Mall |
|
| N/A |
| |
Beruti Parking Space |
| N/A |
|
|
| - |
|
| Ciudad de Buenos Aires |
|
| 5,455 |
|
| Shopping Mall |
|
| N/A |
| |
Caballito Plot of Land |
| Nov-97 |
|
|
| - |
|
| City of Buenos Aires |
|
| 42,532 |
|
| Land Reserve |
|
| N/A |
| |
Ramblas del Plata |
| Oct-97 |
|
|
| 716,180 |
|
| City of Buenos Aires |
|
| 485,412 |
|
| Other Rentals |
|
| N/A |
| |
Ezpeleta Plot of land |
| May-22 |
|
|
| - |
|
| Province of Buenos Aires, Argentina |
|
| - |
|
| Other Rentals |
|
| N/A |
| |
Beruti and Coronel Diaz Building |
| Jun-22 |
|
|
| - |
|
| City of Buenos Aires |
|
| 12,081 |
|
| Other Rentals |
|
| N/A |
| |
Paseo Colon Building |
| May-23 |
|
|
| - |
|
| City of Buenos Aires |
|
| 6,653 |
|
| Other Rentals |
|
| N/A |
| |
261 Della Paolera |
| May-10 |
|
|
| 4,937 |
|
| City of Buenos Aires |
|
| 38,339 |
|
| Offices and Other Rentals |
|
| 100.0 |
| |
Luján plot of land |
| May-08 |
|
|
| 1,152,106 |
|
| Province of Buenos Aires, Argentina |
|
| 11,463 |
|
| Mixed uses |
|
| N/A |
| |
Other Land Reserves (4) |
| N/A |
|
|
| N/A |
|
| City and Province of Buenos Aires |
|
| 125,927 |
|
| Land Reserve |
|
| N/A |
| |
Other Developments (15) |
| N/A |
|
|
| N/A |
|
| City of Buenos Aires |
|
| 466 |
|
| Properties under development |
|
| N/A |
| |
Buildable potentials (14) |
| N/A |
|
|
| N/A |
|
| City of Buenos Aires, Córdoba and Santa Fé |
|
| 37,327 |
|
| Other Rentals |
|
| N/A |
| |
Intercontinental Hotel (7) (12) |
| Nov-97 |
|
|
| 313 |
|
| City of Buenos Aires |
|
| 43,543 |
|
| Hotel |
|
| 63.9 |
| |
Libertador Hotel (8) (12) |
| Mar-98 |
|
|
| 200 |
|
| City of Buenos Aires |
|
| 19,463 |
|
| Hotel |
|
| 59.4 |
| |
Llao Llao Hotel (9)(10) (12) |
| Jun-97 |
|
|
| 205 |
|
| City of Bariloche |
|
| 74,110 |
|
| Hotel |
|
| 69.3 |
| |
Others (3) |
| N/A |
|
|
| N/A |
|
| City and Province of Buenos Aires |
|
| 1,587 |
|
| Others |
|
| N/A |
| |
(1) Total leasable area for each property. Excludes common areas and parking spaces.
(2) Shopping Malls, Offices and Land Reserves are valued at fair value. Our Hotels are valued at cost of acquisition or development plus improvements, less accumulated depreciation, less allowances.
(3) Includes EH UT.
(4) Includes the following land reserves: Pontevedra plot, San Luis Plot, Pilar plot and Intercontinental Plot, Annexed to Dot Plot, Mendoza Plot, Casona Husdon Plot, Mendoza 2.992 East Av. Plot, Mendoza Bandera de los Andes 3027 plot, Güemes 902 plot (Conil), Córdoba plot, Neuquén plot and La Plata plot.
(5) Includes the following properties: Anchorena 665, Anchorena 545 (Chanta IV), Zelaya 3102 y 3103, Madero 1020, Abasto Offices, Suipacha 664, La Adela, Paseo del Sol, Libertador 498, Beruti 3330/3336/3358 Paseo del sol.
(6) Percentage of occupation of each property. Land reserves are assets that the company keeps in the portfolio for future developments.
(7) Through Nuevas Fronteras S.A.
(8) Through Hoteles Argentinos S.A.U.
(9) Through Llao Llao Resorts S.A.
(10) Includes “Terreno Bariloche.”
(11) The cinema building located at Córdoba Shopping – Villa Cabrera is included in Investment Properties, which is encumbered by a right of antichresis as a result of loan due to Empalme by NAI INTERNACIONAL II Inc.
(12) Express in number of rooms.
(13) The offices were totally sold during the fiscal year ended June 30, 2021.
(14) Includes buildable potentials related to the following shopping malls: Patio Bullrich, Alto Palermo, Córdoba Shopping and Alto Rosario.
(15) Includes PH Office Park.
(16) Includes “Ocampo parking spaces”.
| 100 |
| Table of Contents |
ITEM 4A. Unresolved staff comments
This item is not applicable.
ITEM 5. Operating and Financial Review and Prospects
A. Operating Results
The following management’s discussion and analysis of our financial condition and results of operations should be read together with our Audited Consolidated Financial Statements and related notes appearing elsewhere in this Annual Report. This discussion and analysis of our financial condition and results of operations contains forward-looking statements that involve risks, uncertainties and assumptions. These forward-looking statements include such words as, “expects,” “anticipates,” “intends,” “believes” and similar language. Our actual results may differ materially and adversely from those anticipated in these forward-looking statements as a result of many factors, including without limitation those set forth elsewhere in this Annual Report. See Item 3 “Key Information – D. Risk Factors” for a more complete discussion of the economic and industry-wide factors relevant to us.
The objective of this Management’s Discussion and Analysis section is to provide a description of our economic and financial condition as of June 30, 2024 and for the fiscal year then ended. In this sense, the purpose of this management’s discussion and analysis is to describe the impact of the macroeconomic or operational drivers over our business segments in order to explain the reasons or causes that originate our results of operations.
General
We prepare our Audited Consolidated Financial Statements in Pesos and in accordance with IFRS Accounting Standards, as issued by the IASB, and with CNV Rules.
We have determined that, as of July 1, 2018, the Argentine economy qualifies as a hyperinflationary economy according to the guidelines of IAS 29 since the total cumulative inflation in Argentina in the 36 months prior to July 1, 2018, exceeded 100%. IAS 29 requires that the financial information recorded in a hyperinflationary currency be adjusted by applying a general price index and expressed in the measuring unit (the hyperinflationary currency) at the end of the reporting period. Therefore, our Audited Consolidated Financial Statements included in this Annual Report have been adjusted by applying a general price index and expressed in the measuring unit (the hyperinflationary currency) currently at the end of the reporting period (June 30, 2024). See “Risk Factors—Risks Relating to Argentina—Continuing high rates of inflation may have an adverse effect on the economy and our business, financial condition and results of operations.”
Overview
We are engaged, directly and indirectly through subsidiaries and joint ventures, in a range of diversified activities, primarily in real estate, including:
i. the acquisition, development and operation of shopping malls,
ii. the acquisition and development of office buildings and other non-shopping mall properties primarily for rental purposes,
iii. the development and sale of residential properties,
iv. the acquisition and operation of luxury hotels,
v. the acquisition of land reserves for future development or sale, and
vi. selective investments outside Argentina.
| 101 |
| Table of Contents |
Effects of the global macroeconomic factors
Most of our assets are located in Argentina, where we conduct our operations. Therefore, our financial condition and the results of our operations are significantly dependent upon economic conditions prevailing in such country.
The table below shows Argentina’s GDP, inflation rates, dollar exchange rates, the appreciation (depreciation) of the Peso against the U.S. dollar for the indicated periods (inter-annual information—which is the 12 month period preceding the dates presented—is presented to conform to our fiscal year periods).
|
| Fiscal year ended June 30, |
| |||||||||
|
| 2024 |
|
| 2023 |
|
| 2022 |
| |||
|
| (inter‑annual data) |
| |||||||||
GDP (1) |
|
| (1.7 | )% |
|
| (4.9 | )% |
|
| 6.9 | % |
Inflation (IPIM) (2) |
|
| 284.4 | % |
|
| 112.8 | % |
|
| 57.3 | % |
Inflation (CPI) |
|
| 271.5 | % |
|
| 115.6 | % |
|
| 64.0 | % |
Depreciation of the Peso against the U.S. dollar |
| (255.0 | %) |
| (105.0 | %) |
| (30.9 | %) | |||
Average exchange rate per USD 1.00 (3) |
| ARS 910.50 |
|
| ARS 256.50 |
|
| ARS 125.13 |
| |||
______________________
(1) | Represents inter annual growth of the second quarter GDP at constant prices (2004). Historical data is maintained, as exposed originally by us in previous 20-Fs. |
(2) | IPIM (Índice de Precios Internos al por Mayor) is the wholesale price index as measured by the Argentine Ministry of Treasury. |
(3) | Represents average of the selling and buying exchange rate quoted by Banco de la Nación Argentina as of June 30. As of October 18, 2024, the exchange rate was 983.00 per U.S. dollar. |
Sources: INDEC and Banco de la Nación Argentina.
Argentine GDP decreased 1.7% inter annually during the second quarter of 2024, compared to a decrease of 4.9% in the same period of 2023. Nationally, shopping mall sales at current prices in the month of June 2024 relevant to the survey reached a total of ARS 463,761 million, which represents an increase of 165.3% compared to June 2023. Accumulated sales for the first six months of the year 2024, represent a 220.5% in current terms and 0.7% increase in real terms as compared to the same period of 2023. The monthly EMAE as of June 30, 2024, decreased by 3.9% compared to the same month in 2023. As of June 30, 2024, the unemployment rate was at 7.6% of the country’s economically active population, compared to 6.2% as of June 30, 2023. On the other hand, in the second quarter of 2024, the activity rate stood at 48.5% compared to 47.6% in the same quarter of the previous year. While the employment rate maintained in line at 44.8% when compared with the second quarter of 2024, compared to 44.6% in the second quarter of the previous year.
Changes in short- and long-term interest rates, unemployment and inflation rates may reduce the availability of consumer credit and the purchasing power of individuals who frequent shopping malls. These factors, combined with low GDP growth, may reduce general consumption rates at our shopping malls. Since most of the lease agreements at our shopping malls, our main source of revenue, require tenants to pay a percentage of their total sales as rent, a general reduction in consumption may reduce our revenue. A reduction in the number of shoppers at our shopping malls and, consequently, in the demand for parking, may also reduce our revenue from services rendered.
Effects of inflation
The following are annual inflation rates during the fiscal years indicated, based on information published by the INDEC, an entity dependent of the Argentine Ministry of Treasury.
|
| Consumer price index |
|
| Wholesale price index |
| ||
Fiscal year ended June 30, |
| (inter‑annual data) |
| |||||
2022 |
|
| 64.0 | % |
|
| 57.3 | % |
2023 |
|
| 115.6 | % |
|
| 112.8 | % |
2024 |
|
| 271.5 | % |
|
| 284.4 | % |
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| Table of Contents |
The current structure of IRSA lease contracts for shopping mall tenants generally includes provisions that provide for payment of variable rent, which is a percentage of IRSA’s shopping mall tenants’ sales. Therefore, the projected cash flows for these shopping malls generally are highly correlated with GDP growth and consumption power.
For the leases of spaces at our shopping malls we use for most tenants a standard lease agreement, the terms and conditions of which are described elsewhere in this Annual Report. However, our largest tenants generally negotiate better terms for their respective leases. No assurance can be given that lease terms will be as set forth in the standard lease agreement.
The rent specified in our leases generally is the higher of (i) a monthly Base Rent and (ii) a specified percentage of the store’s monthly gross sales, which generally ranges between 2% and 12% of such sales. In addition, pursuant to the rent escalation clause in most of our leases, a tenant’s Base Rent generally increases on a monthly or quarterly and cumulative basis following the IPC index. In the event of litigation regarding these adjustment provisions, there can be no assurance that we may be able to enforce such clauses contained in our lease agreements. See “Information of the Company—Business Overview—Our Shopping Malls—Principal Terms of our Leases.”
Continuing increases in the rate of inflation are likely to have an adverse effect on our operations. Although higher inflation rates in Argentina may increase minimum lease payments, given that tenants tend to pass on any increases in their expenses to consumers, higher inflation may lead to an increase in the prices our tenants charge consumers for their products and services, which may ultimately reduce their sales volumes and consequently the portion of rent we receive based on our tenants’ gross sales. In addition, we measure the fair market value of our shopping malls based upon the estimated cash flows generated by such assets which, as discussed in previous paragraphs, is directly related to consumer spending since a significant component of the rent payment received from our tenants is tied to the sales realized by such tenants (i.e is a percentage of the sales of our tenants). Therefore, macroeconomic conditions in Argentina have an impact on the fair market value of our shopping malls as measured in Pesos. Specifically, since our tenant’s products have been adjusted (increased) to account for inflation of the Argentine Peso, our expected cash flows from our shopping malls have similarly increased in nominal terms since rent is largely dependent on sales of our tenants in Pesos.
Seasonality
Our urban business is directly affected by seasonality, influencing the level of our tenants’ sales. During Argentine summer holidays (January and February) our tenants’ sales typically reach their lowest level, whereas during winter holidays (July) and in Christmas (December) they reach their maximum level. Clothing retailers generally change their collections in spring and autumn, positively affecting our shopping malls’ sales. Discount sales at the end of each season are also one of the main seasonal factors affecting our business.
Effects of interest rate fluctuations
Most of our U.S. dollar-denominated debt accrues interest at a fixed rate. An increase in interest rates will result in a significant increase in our financing costs and may materially affect our financial condition or our results of operations.
In addition, a significant increase of interest rates could deteriorate the terms and conditions in which our tenants obtain financing from banks and financial institutions in the market. As a consequence of that, if they suffer liquidity problems the collection of our lease contracts could be affected by an increase in the level of delinquency.
Effects of foreign currency fluctuations
A significant portion of our financial debt is denominated in U.S. dollars. Therefore, a devaluation or depreciation of the Peso against the U.S. dollar would increase our indebtedness measured in Pesos and materially affect our results of operations. Foreign currency exchange restrictions imposed by the Argentine Government could prevent or restrict our access to U.S. dollars, affecting our ability to service our U.S. dollar denominated‑ liabilities.
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In addition, contracts for the rental of office buildings are generally stated in U.S. dollars, so a devaluation or depreciation of the Peso against the U.S. dollar would increase the risk of delinquency on our lease receivables.
As discussed above, we calculate the fair market value of our office properties based on comparable sales transactions. Typically, real estate transactions in Argentina are transacted in U.S. dollars. Therefore, a devaluation or depreciation of the Peso against the U.S. dollar would increase the value of our real estate properties measured in Pesos and an appreciation of the Peso would have the opposite effect. In addition, foreign currency exchange restrictions imposed by Argentine Government could prevent or restrict the access to U.S. dollars for the acquisition of real estate properties, which are denominated and transacted in U.S dollars in Argentina, that could affect our ability to sell or acquire real estate properties and could have an adverse impact in real estate prices.
For more information about the evolution of the U.S dollar / Peso exchange rate, see “A1. Local Exchange Market and Exchange Rates.”
Fluctuations in the market value of our investment properties as a result of revaluations
Currently, our interests in investment properties are revalued quarterly. Any increase or decrease in the fair value of our investment properties, based on appraisal reports prepared by appraisers, is recorded in our consolidated statement of income and other comprehensive income for the fiscal year during which the revaluation occurs. The revaluation of our properties may therefore result in significant fluctuations in the results of our operations.
Property values are affected by, among other factors:
a) shopping malls, which are mainly impacted by the discount rate used (WACC), the projected GDP growth and the projected inflation and devaluation of the Argentine Peso for future periods.
b) office buildings, other rental properties, land reserves and buildable potentials, which are mostly impacted by the supply and demand of comparable properties and the U.S. dollar / Peso exchange rate at the reporting period, as office buildings fair value is generally established in U.S. dollars.
The value of the Company investment properties is determined in U.S. dollar pursuant to the methodologies further described in “Critical Accounting Policies and estimates” and then determined in Pesos (the Company functional and presentation currency).
In the past, purchases and sales of office buildings were usually settled in U.S. dollars, However, as a consequence of the restrictions imposed by the Central Bank on foreign exchange transactions, purchase and sales of office buildings and other properties are now usually settled in Argentine Pesos, using an implicit exchange rate that is higher than the official one (as it was the case in the operations carried out by IRSA in the last two years).
Factors Affecting Comparability of our Results
Comparability of information
Office buildings
During the year ended June 30, 2020, we have incorporated as an investment property the building “Della Paolera” located in Catalinas District in Buenos Aires. It consists of 35,208 square meters of GLA over 30 office floors and includes 316 parking spaces in 4 basements. During the fiscal years 2024, 2023 and 2022, we sold and transferred floors of the building for a total area of approximately 3,579 sqm, 9,500 sqm and 9,674 sqm, respectively. As of June 30, 2024, IRSA retains its rights for 4 floors of the building with an approximate leasable area of 4,937 sqm. As a subsequent event, on October 15, 2024, we informed that we have sold a floor of the “261 Della Paolera” for a total leasable area of approximately 1,197 sqm and 8 parking lots located in the building. For more information see “Recent Developments — 261 Della Paolera floor sale”.
| 104 |
| Table of Contents |
On April 19, 2022, we sold 100% of the “República” building, located next to the “Catalinas Norte” area in the City of Buenos Aires. The tower has 19,885 sqm of GLA on 20 office floors and 178 parking spaces.
On July 24, 2023, we sold the “Suipacha 652/64” office building, located in the Microcentro district of the Autonomous City of Buenos Aires. The class B building, with 7 office floors and 62 parking lots, acquired by IRSA in 1991, has a GLA of 11,465 sqm, which was vacant at the moment of the transaction.
Shopping malls
During the fiscal years ended June 30, 2024, 2023 and 2022, we maintained the same portfolio of operating shopping malls.
Business Segment Information
IFRS Accounting Standards 8 requires an entity to report financial and descriptive information about its reportable segments, which are operating segments or aggregations of operating segments that meet specified criteria. Operating segments are components of an entity about which separate financial information is available that is evaluated regularly by the CODM. According to IFRS Accounting Standards 8, the CODM represents a function whereby strategic decisions are made and resources are assigned. The CODM function is carried out by the President of the Company, Mr. Eduardo S. Elsztain.
Segment information is reported from the perspective of products and services, considering separately the various activities being developed, which represent reporting operating segments given the nature of its products, services, operations and risks.
Below is the segment information which was prepared as follows:
The Company operates in the following segments:
| · | The “Shopping Malls” segment includes results principally consisting of lease and service revenues related to rental of commercial space and other spaces in the shopping malls of the Company. |
|
|
|
| · | The “Offices” segment includes the operating results from lease revenues of offices and other service revenues related to the office activities. |
|
|
|
| · | The “Sales and Developments” segment includes the operating results of the development, maintenance and sales of undeveloped parcels of land and/or trading properties. Real estate sales results and other rental spaces are also included. |
|
|
|
| · | The “Hotels” segment includes the operating results mainly consisting of room, catering and restaurant revenues. |
|
|
|
| · | The “Others” segment includes the entertainment activities through La Arena S.A., La Rural S.A. and Centro de Convenciones Buenos Aires (concession), We Are Appa investments in associates such as GCDI and the financial activities carried out through BHSA / BACS, as well as other investments in associates. |
The CODM periodically reviews the operating results and certain asset categories and assesses performance of operating segments based on a measure of profit or loss of the segment composed by the operating income plus the share of profit / (loss) of joint ventures and associates. The valuation criteria used in preparing this information are consistent with IFRS Accounting Standards used for the preparation of our Audited Consolidated Financial Statements, except for the following:
| · | Operating results from joint ventures are evaluated by the CODM applying proportional consolidation method. Under this method the profit/loss generated and assets are reported in the Statement of Income line-by-line based on the percentage held in joint ventures rather than in a single item as required by IFRS Accounting Standards. Management believes that the proportional consolidation method provides more useful information to understand the business return. On the other hand, the investment in the joint venture La Rural S.A. is accounted for under the equity method since this method is considered to provide more accurate information in this case. |
|
|
|
| · | Operating results from Shopping Malls and Offices segments do not include the amounts pertaining to building administration expenses and FPC as well as total recovered costs, whether by way of expenses or other concepts included under financial results (for example default interest and other concepts). The CODM examines the net amount from these items (total surplus or deficit between building administration expenses and FPC and recoverable expenses). |
| 105 |
| Table of Contents |
The assets’ categories examined by the CODM are: investment properties, property, plant and equipment, trading properties, inventories, right to receive future units under barter agreements, investment in associates and goodwill. The sum of these assets, classified by business segment, is reported under “assets by segment”. Assets are allocated to each segment based on the operations and/or their physical location.
Most revenue from its operating segments is derived from, and their assets are located in, Argentina, except for some share of profit / (loss) of associates included in the “Others” segment located in the United States.
Revenues for each reporting segment derive from a large and diverse client base and, therefore, there is no revenue concentration in any particular segment.
Below is a summary of the Company’s lines of business and a reconciliation between the results from operations as per segment information and the results from operations as per the Consolidated Statements of Income and Other Comprehensive Income for the years ended June 30, 2024, 2023 and 2022:
|
| 06.30.2024 |
| |||||||||||||||||
|
| Total |
|
| Joint ventures (1) |
|
| Expenses and collective promotion funds |
|
| Elimination of inter-segment transactions and non-reportable assets / liabilities (2) |
|
| Total as per statement of income / statement of financial position |
| |||||
|
| (in million of ARS) |
| |||||||||||||||||
Revenues |
|
| 270,550 |
|
|
| (1,453 | ) |
|
| 59,449 |
|
|
| — |
|
|
| 328,546 |
|
Costs |
|
| (48,766 | ) |
|
| 161 |
|
|
| (60,636 | ) |
|
| — |
|
|
| (109,241 | ) |
Gross profit / (loss) |
|
| 221,784 |
|
|
| (1,292 | ) |
|
| (1,187 | ) |
|
| — |
|
|
| 219,305 |
|
Net loss from fair value adjustment of investment properties |
|
| (350,955 | ) |
|
| 364 |
|
|
| — |
|
|
| — |
|
|
| (350,591 | ) |
General and administrative expenses |
|
| (51,179 | ) |
|
| 173 |
|
|
| — |
|
|
| (26 | ) |
|
| (51,032 | ) |
Selling expenses |
|
| (17,491 | ) |
|
| 133 |
|
|
| — |
|
|
| - |
|
|
| (17,358 | ) |
Other operating results, net |
|
| (5,192 | ) |
|
| (21 | ) |
|
| 419 |
|
|
| 26 |
|
|
| (4,768 | ) |
(Loss) / profit from operations |
|
| (203,033 | ) |
|
| (643 | ) |
|
| (768 | ) |
|
| — |
|
|
| (204,444 | ) |
Share of profit / (loss) of associates and joint ventures |
|
| 33,760 |
|
|
| 277 |
|
|
| — |
|
|
| — |
|
|
| 34,037 |
|
Segment (loss) / profit |
|
| (169,273 | ) |
|
| (366 | ) |
|
| (768 | ) |
|
| — |
|
|
| (170,407 | ) |
Reportable assets |
|
| 1,945,139 |
|
|
| 431 |
|
|
| — |
|
|
| 296,195 |
|
|
| 2,241,765 |
|
Reportable liabilities (i) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| (1,089,328 | ) |
|
| (1,089,328 | ) |
Net reportable assets |
|
| 1,945,139 |
|
|
| 431 |
|
|
| — |
|
|
| (793,133 | ) |
|
| 1,152,437 |
|
|
| 06.30.2023 |
| |||||||||||||||||
|
| Total |
|
| Joint ventures (1) |
|
| Expenses and collective promotion funds |
|
| Elimination of inter-segment transactions and non-reportable assets / liabilities (2) |
|
| Total as per statement of income / statement of financial position |
| |||||
|
| (in million of ARS) |
| |||||||||||||||||
Revenues |
|
| 268,627 |
|
|
| (1,687 | ) |
|
| 64,781 |
|
|
| — |
|
|
| 331,721 |
|
Costs |
|
| (49,231 | ) |
|
| 736 |
|
|
| (65,950 | ) |
|
| — |
|
|
| (114,445 | ) |
Gross profit / (loss) |
|
| 219,396 |
|
|
| (951 | ) |
|
| (1,169 | ) |
|
| — |
|
|
| 217,276 |
|
Net loss from fair value adjustment of investment properties |
|
| (190,149 | ) |
|
| 7,559 |
|
|
| — |
|
|
| — |
|
|
| (182,590 | ) |
General and administrative expenses |
|
| (72,215 | ) |
|
| 250 |
|
|
| — |
|
|
| 193 |
|
|
| (71,772 | ) |
Selling expenses |
|
| (16,860 | ) |
|
| 101 |
|
|
| — |
|
|
| - |
|
|
| (16,759 | ) |
Other operating results, net |
|
| (27,061 | ) |
|
| (93 | ) |
|
| 614 |
|
|
| (193 | ) |
|
| (26,733 | ) |
Loss from operations |
|
| (86,889 | ) |
|
| 6,866 |
|
|
| (555 | ) |
|
| — |
|
|
| (80,578 | ) |
Share of profit of associates and joint ventures |
|
| 14,449 |
|
|
| (4,709 | ) |
|
| — |
|
|
| — |
|
|
| 9,740 |
|
Segment loss |
|
| (72,440 | ) |
|
| 2,157 |
|
|
| (555 | ) |
|
| — |
|
|
| (70,838 | ) |
Reportable assets |
|
| 2,359,221 |
|
|
| (13,329 | ) |
|
| — |
|
|
| 297,957 |
|
|
| 2,643,849 |
|
Reportable liabilities (i) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| (1,205,005 | ) |
|
| (1,205,005 | ) |
Net reportable assets |
|
| 2,359,221 |
|
|
| (13,329 | ) |
|
| — |
|
|
| (907,048 | ) |
|
| 1,438,844 |
|
| 106 |
| Table of Contents |
|
| 06.30.2022 |
| |||||||||||||||||
|
| Total |
|
| Joint ventures (1) |
|
| Expenses and collective promotion funds |
|
| Elimination of inter-segment transactions and non-reportable assets / liabilities (2) |
|
| Total as per statement of income / statement of financial position |
| |||||
|
| (in million of ARS) |
| |||||||||||||||||
Revenues |
|
| 204,987 |
|
|
| (1,860 | ) |
|
| 53,853 |
|
|
| — |
|
|
| 256,980 |
|
Costs |
|
| (42,714 | ) |
|
| 729 |
|
|
| (55,055 | ) |
|
| — |
|
|
| (97,040 | ) |
Gross profit / (loss) |
|
| 162,273 |
|
|
| (1,131 | ) |
|
| (1,202 | ) |
|
| — |
|
|
| 159,940 |
|
Net gain / (loss) from fair value adjustment of investment properties |
|
| 98,741 |
|
|
| 10,588 |
|
|
| — |
|
|
| — |
|
|
| 109,329 |
|
General and administrative expenses |
|
| (42,666 | ) |
|
| 214 |
|
|
| — |
|
|
| 184 |
|
|
| (42,268 | ) |
Selling expenses |
|
| (17,958 | ) |
|
| 43 |
|
|
| — |
|
|
| — |
|
|
| (17,915 | ) |
Other operating results, net |
|
| 225 |
|
|
| — |
|
|
| 447 |
|
|
| (184 | ) |
|
| 488 |
|
Profit / (loss) from operations |
|
| 200,615 |
|
|
| 9,714 |
|
|
| (755 | ) |
|
| — |
|
|
| 209,574 |
|
Share of profit of associates and joint ventures |
|
| 3,732 |
|
|
| (6,572 | ) |
|
| — |
|
|
| — |
|
|
| (2,840 | ) |
Segment profit / (loss) |
|
| 204,347 |
|
|
| 3,142 |
|
|
| (755 | ) |
|
| — |
|
|
| 206,734 |
|
Reportable assets |
|
| 2,609,775 |
|
|
| (15,530 | ) |
|
| — |
|
|
| 391,614 |
|
|
| 2,985,859 |
|
Reportable liabilities (i) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| (1,626,434 | ) |
|
| (1,626,434 | ) |
Net reportable assets |
|
| 2,609,775 |
|
|
| (15,530 | ) |
|
| — |
|
|
| (1,234,820 | ) |
|
| 1,359,425 |
|
(1) | Represents the equity value of joint ventures that were proportionately consolidated for information by segment purposes. |
(2) | Includes deferred income tax assets, income tax, trade and other receivables, investment in financial assets, cash and cash equivalents and intangible assets except for rights to receive future units under barter agreements, net of investments in associates with negative equity which are included in provisions in the amount of ARS 15 million, ARS 4 million and ARS 63 million, as of June 30, 2024, 2023 and 2022, respectively. |
(i) | The CODM centers the review on reportable assets. |
Below is a summarized analysis of the lines business for the fiscal years ended June 30, 2024, 2023 and 2022:
|
| 06.30.2024 |
| |||||||||||||||||||||
|
| Shopping Malls |
|
| Offices |
|
| Sales and developments |
|
| Hotels |
|
| Others (i) |
|
| Total |
| ||||||
|
| (in million of ARS) |
| |||||||||||||||||||||
Revenues |
|
| 179,650 |
|
|
| 16,243 |
|
|
| 9,246 |
|
|
| 61,569 |
|
|
| 3,842 |
|
|
| 270,550 |
|
Costs |
|
| (10,714 | ) |
|
| (1,182 | ) |
|
| (5,344 | ) |
|
| (28,814 | ) |
|
| (2,712 | ) |
|
| (48,766 | ) |
Gross profit |
|
| 168,936 |
|
|
| 15,061 |
|
|
| 3,902 |
|
|
| 32,755 |
|
|
| 1,130 |
|
|
| 221,784 |
|
Net loss from fair value adjustment of investment properties |
|
| (14,936 | ) |
|
| (69,585 | ) |
|
| (266,145 | ) |
|
| — |
|
|
| (289 | ) |
|
| (350,955 | ) |
General and administrative expenses |
|
| (21,608 | ) |
|
| (1,788 | ) |
|
| (8,810 | ) |
|
| (9,342 | ) |
|
| (9,631 | ) |
|
| (51,179 | ) |
Selling expenses |
|
| (9,007 | ) |
|
| (180 | ) |
|
| (3,236 | ) |
|
| (4,205 | ) |
|
| (863 | ) |
|
| (17,491 | ) |
Other operating results, net |
|
| (2,840 | ) |
|
| (63 | ) |
|
| (1,983 | ) |
|
| (1,131 | ) |
|
| 825 |
|
|
| (5,192 | ) |
Profit / (loss) from operations |
|
| 120,545 |
|
|
| (56,555 | ) |
|
| (276,272 | ) |
|
| 18,077 |
|
|
| (8,828 | ) |
|
| (203,033 | ) |
Share of profit of associates and joint ventures |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 33,760 |
|
|
| 33,760 |
|
Segment profit / (loss) |
|
| 120,545 |
|
|
| (56,555 | ) |
|
| (276,272 | ) |
|
| 18,077 |
|
|
| 24,932 |
|
|
| (169,273 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment properties and trading properties |
|
| 690,300 |
|
|
| 303,571 |
|
|
| 730,885 |
|
|
| — |
|
|
| 2,261 |
|
|
| 1,727,017 |
|
Investment in associates and joint ventures |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 124,373 |
|
|
| 124,373 |
|
Other operating assets |
|
| 2,450 |
|
|
| 324 |
|
|
| 54,177 |
|
|
| 31,673 |
|
|
| 5,125 |
|
|
| 93,749 |
|
Reportable assets |
|
| 692,750 |
|
|
| 303,895 |
|
|
| 785,062 |
|
|
| 31,673 |
|
|
| 131,759 |
|
|
| 1,945,139 |
|
(i) Includes the result for the investment in GCDI and BHSA for ARS (5,444) million and ARS 29,251 million respectively, in the line “Share of profit of associates and joint ventures”.
| 107 |
| Table of Contents |
From all the revenues corresponding to the segments, ARS 263,826 million originated in Argentina, and ARS 6,724 million in other countries, principally in Uruguay for ARS 6,651 million and USA for ARS 73 million. No external client represents 10% or more of revenue of any of the reportable segments. From all of the assets corresponding to the segments, ARS 1,934,648 million are located in Argentina and ARS 10,491 million in other countries, principally in the USA for ARS 1,754 million and Uruguay for ARS 8,669 million.
|
| 06.30.2023 |
| |||||||||||||||||||||
|
| Shopping Malls |
|
| Offices |
|
| Sales and developments |
|
| Hotels |
|
| Others (i) |
|
| Total |
| ||||||
|
| (in million of ARS) |
| |||||||||||||||||||||
Revenues |
|
| 176,246 |
|
|
| 17,031 |
|
|
| 16,280 |
|
|
| 55,596 |
|
|
| 3,474 |
|
|
| 268,627 |
|
Costs |
|
| (11,937 | ) |
|
| (1,408 | ) |
|
| (4,952 | ) |
|
| (28,162 | ) |
|
| (2,772 | ) |
|
| (49,231 | ) |
Gross profit |
|
| 164,309 |
|
|
| 15,623 |
|
|
| 11,328 |
|
|
| 27,434 |
|
|
| 702 |
|
|
| 219,396 |
|
Net loss from fair value adjustment of investment properties |
|
| (41,496 | ) |
|
| (16,890 | ) |
|
| (131,343 | ) |
|
| — |
|
|
| (420 | ) |
|
| (190,149 | ) |
General and administrative expenses |
|
| (24,826 | ) |
|
| (2,768 | ) |
|
| (9,511 | ) |
|
| (12,168 | ) |
|
| (22,942 | ) |
|
| (72,215 | ) |
Selling expenses |
|
| (8,055 | ) |
|
| (383 | ) |
|
| (4,172 | ) |
|
| (3,819 | ) |
|
| (431 | ) |
|
| (16,860 | ) |
Other operating results, net |
|
| (2,173 | ) |
|
| (256 | ) |
|
| (3,284 | ) |
|
| (531 | ) |
|
| (20,817 | ) |
|
| (27,061 | ) |
Profit / (loss) from operations |
|
| 87,759 |
|
|
| (4,674 | ) |
|
| (136,982 | ) |
|
| 10,916 |
|
|
| (43,908 | ) |
|
| (86,889 | ) |
Share of profit of associates and joint ventures |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 14,449 |
|
|
| 14,449 |
|
Segment profit / (loss) |
|
| 87,759 |
|
|
| (4,674 | ) |
|
| (136,982 | ) |
|
| 10,916 |
|
|
| (29,459 | ) |
|
| (72,440 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment properties and trading properties |
|
| 694,077 |
|
|
| 447,627 |
|
|
| 1,039,618 |
|
|
| — |
|
|
| 2,986 |
|
|
| 2,184,308 |
|
Investment in associates and joint ventures |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 106,622 |
|
|
| 106,622 |
|
Other operating assets |
|
| 2,459 |
|
|
| 398 |
|
|
| 27,341 |
|
|
| 32,632 |
|
|
| 5,461 |
|
|
| 68,291 |
|
Reportable assets |
|
| 696,536 |
|
|
| 448,025 |
|
|
| 1,066,959 |
|
|
| 32,632 |
|
|
| 115,069 |
|
|
| 2,359,221 |
|
(i) Includes the result for the investment in GCDI and BHSA for ARS 512 million and ARS 11,454 million respectively, in the line “Share of profit of associates and joint ventures”.
From all the revenues included in the segments ARS 259,200 million originated in Argentina and ARS 9,427 million in other countries, principally in Uruguay for ARS 9,346 million and USA for ARS 81 million. No external client represents 10% or more of revenue of any of the reportable segments. From all of the assets included in the segments, ARS 2,345,137 million are located in Argentina and ARS 14,084 million in other countries, principally in the USA for ARS 1,961 million and Uruguay for ARS 12,051 million.
|
| 06.30.2022 |
| |||||||||||||||||||||
|
| Shopping Malls |
|
| Offices |
|
| Sales and developments |
|
| Hotels |
|
| Others (i) |
|
| Total |
| ||||||
|
| (in million of ARS) |
| |||||||||||||||||||||
Revenues |
|
| 138,836 |
|
|
| 24,357 |
|
|
| 5,975 |
|
|
| 34,441 |
|
|
| 1,378 |
|
|
| 204,987 |
|
Costs |
|
| (11,974 | ) |
|
| (2,347 | ) |
|
| (4,653 | ) |
|
| (19,671 | ) |
|
| (4,069 | ) |
|
| (42,714 | ) |
Gross profit / (loss) |
|
| 126,862 |
|
|
| 22,010 |
|
|
| 1,322 |
|
|
| 14,770 |
|
|
| (2,691 | ) |
|
| 162,273 |
|
Net gain / (loss) from fair value adjustment of investment properties |
|
| 4,429 |
|
|
| (43,179 | ) |
|
| 137,010 |
|
|
| — |
|
|
| 481 |
|
|
| 98,741 |
|
General and administrative expenses |
|
| (22,923 | ) |
|
| (2,731 | ) |
|
| (8,474 | ) |
|
| (5,847 | ) |
|
| (2,691 | ) |
|
| (42,666 | ) |
Selling expenses |
|
| (6,784 | ) |
|
| (625 | ) |
|
| (7,385 | ) |
|
| (2,723 | ) |
|
| (441 | ) |
|
| (17,958 | ) |
Other operating results, net |
|
| (1,137 | ) |
|
| (184 | ) |
|
| (384 | ) |
|
| (473 | ) |
|
| 2,403 |
|
|
| 225 |
|
Profit / (loss) from operations |
|
| 100,447 |
|
|
| (24,709 | ) |
|
| 122,089 |
|
|
| 5,727 |
|
|
| (2,939 | ) |
|
| 200,615 |
|
Share of profit of associates and joint ventures |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 3,732 |
|
|
| 3,732 |
|
Segment profit / (loss) |
|
| 100,447 |
|
|
| (24,709 | ) |
|
| 122,089 |
|
|
| 5,727 |
|
|
| 793 |
|
|
| 204,347 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment properties and trading properties |
|
| 735,027 |
|
|
| 546,221 |
|
|
| 1,141,435 |
|
|
| — |
|
|
| 3,443 |
|
|
| 2,426,126 |
|
Investment in associates and joint ventures |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 92,733 |
|
|
| 92,733 |
|
Other operating assets |
|
| 2,394 |
|
|
| 20,320 |
|
|
| 23,900 |
|
|
| 33,505 |
|
|
| 10,797 |
|
|
| 90,916 |
|
Reportable assets |
|
| 737,421 |
|
|
| 566,541 |
|
|
| 1,165,335 |
|
|
| 33,505 |
|
|
| 106,973 |
|
|
| 2,609,775 |
|
(i) Includes the result for the investment in GCDI and BHSA for ARS (5,710) million and ARS 6,992 million respectively, in the line “Share of loss of associates and joint ventures”.
From all the revenues corresponding included in the segments ARS 204,872 million are originated in Argentina and ARS 115 million are originated in the USA. No external client represents 10% or more of revenue of any of the reportable segments. From all of the assets included in the segments, ARS 2,594,267 million are located in Argentina and ARS 15,508 million in other countries, principally in the USA for ARS 2,370 million and Uruguay for ARS 13,056 million.
| 108 |
| Table of Contents |
Results of Operations for the fiscal years ended June 30, 2024 and 2023
Below is a summary of the operating segments by geography and a reconciliation between the total of the operating result according to the information by segments and the operating result according to the income statement for the years ended June 30, 2024 and 2023.
|
| Total Segment Information |
|
| Joint Ventures |
|
| Expenses and Collective Promotion Fund |
|
| Inter-segment eliminations and non-reportable assets / liabilities |
|
| Total income statement / statement of financial position |
| |||||||||||||||||||||||||||||||||||||||||||||
|
| 06.30.24 |
|
| 06.30.23 |
|
| Var. |
|
| 06.30.24 |
|
| 06.30.23 |
|
| Var. |
|
| 06.30.24 |
|
| 06.30.23 |
|
| Var. |
|
| 06.30.24 |
|
| 06.30.23 |
|
| Var. |
|
| 06.30.24 |
|
| 06.30.23 |
|
| Var. |
| |||||||||||||||
|
| (in Million ARS) |
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Revenues |
|
| 270,550 |
|
|
| 268,627 |
|
|
| 1,923 |
|
|
| (1,453 | ) |
|
| (1,687 | ) |
|
| 234 |
|
|
| 59,449 |
|
|
| 64,781 |
|
|
| (5,332 | ) |
|
| - |
|
|
| - |
|
|
| - |
|
|
| 328,546 |
|
|
| 331,721 |
|
|
| (3,175 | ) |
Costs |
|
| (48,766 | ) |
|
| (49,231 | ) |
|
| 465 |
|
|
| 161 |
|
|
| 736 |
|
|
| (575 | ) |
|
| (60,636 | ) |
|
| (65,950 | ) |
|
| 5,314 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| (109,241 | ) |
|
| (114,445 | ) |
|
| 5,204 |
|
Gross profit / (loss) |
|
| 221,784 |
|
|
| 219,396 |
|
|
| 2,388 |
|
|
| (1,292 | ) |
|
| (951 | ) |
|
| (341 | ) |
|
| (1,187 | ) |
|
| (1,169 | ) |
|
| (18 | ) |
|
| - |
|
|
| - |
|
|
| - |
|
|
| 219,305 |
|
|
| 217,276 |
|
|
| 2,029 |
|
Net (loss) / gain from fair value adjustment of investment properties |
|
| (350,955 | ) |
|
| (190,149 | ) |
|
| (160,806 | ) |
|
| 364 |
|
|
| 7,559 |
|
|
| (7,195 | ) |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| (350,591 | ) |
|
| (182,590 | ) |
|
| (168,001 | ) |
General and administrative expenses |
|
| (51,179 | ) |
|
| (72,215 | ) |
|
| 21,036 |
|
|
| 173 |
|
|
| 250 |
|
|
| (77 | ) |
|
| - |
|
|
| - |
|
|
| - |
|
|
| (26 | ) |
|
| 193 |
|
|
| (219 | ) |
|
| (51,032 | ) |
|
| (71,772 | ) |
|
| 20,740 |
|
Selling expenses |
|
| (17,491 | ) |
|
| (16,860 | ) |
|
| (631 | ) |
|
| 133 |
|
|
| 101 |
|
|
| 32 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| (17,358 | ) |
|
| (16,759 | ) |
|
| (599 | ) |
Other operating results, net |
|
| (5,192 | ) |
|
| (27,061 | ) |
|
| 21,869 |
|
|
| (21 | ) |
|
| (93 | ) |
|
| 72 |
|
|
| 419 |
|
|
| 614 |
|
|
| (195 | ) |
|
| 26 |
|
|
| (193 | ) |
|
| 219 |
|
|
| (4,768 | ) |
|
| (26,733 | ) |
|
| 21,965 |
|
(Loss) / profit from operations |
|
| (203,033 | ) |
|
| (86,889 | ) |
|
| (116,144 | ) |
|
| (643 | ) |
|
| 6,866 |
|
|
| (7,509 | ) |
|
| (768 | ) |
|
| (555 | ) |
|
| (213 | ) |
|
| - |
|
|
| - |
|
|
| - |
|
|
| (204,444 | ) |
|
| (80,578 | ) |
|
| (123,866 | ) |
Share of profit / (loss) of associates and joint ventures |
|
| 33,760 |
|
|
| 14,449 |
|
|
| 19,311 |
|
|
| 277 |
|
|
| (4,709 | ) |
|
| 4,986 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 34,037 |
|
|
| 9,740 |
|
|
| 24,297 |
|
Segment (loss) / profit |
|
| (169,273 | ) |
|
| (72,440 | ) |
|
| (96,833 | ) |
|
| (366 | ) |
|
| 2,157 |
|
|
| (2,523 | ) |
|
| (768 | ) |
|
| (555 | ) |
|
| (213 | ) |
|
| - |
|
|
| - |
|
|
| - |
|
|
| (170,407 | ) |
|
| (70,838 | ) |
|
| (99,569 | ) |
Reportable assets |
|
| 1,945,139 |
|
|
| 2,359,221 |
|
|
| (414,082 | ) |
|
| 431 |
|
|
| (13,329 | ) |
|
| 13,760 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 296,195 |
|
|
| 297,957 |
|
|
| (1,762 | ) |
|
| 2,241,765 |
|
|
| 2,643,849 |
|
|
| (402,084 | ) |
Reportable liabilities |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| (1,089,328 | ) |
|
| (1,205,005 | ) |
|
| 115,677 |
|
|
| (1,089,328 | ) |
|
| (1,205,005 | ) |
|
| 115,677 |
|
Net reportable assets |
|
| 1,945,139 |
|
|
| 2,359,221 |
|
|
| (414,082 | ) |
|
| 431 |
|
|
| (13,329 | ) |
|
| 13,760 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| (793,133 | ) |
|
| (907,048 | ) |
|
| 113,915 |
|
|
| 1,152,437 |
|
|
| 1,438,844 |
|
|
| (286,407 | ) |
Below is a summary analysis of the operating segments by products and services for the years ended June 30, 2024 and 2023
|
| Shopping Malls |
|
| Offices |
|
| Sales and Developments |
|
| Hotels |
|
| Others |
|
| Total |
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
| 06.30.24 |
|
| 06.30.23 |
|
| Var. |
|
| 06.30.24 |
|
| 06.30.23 |
|
| Var. |
|
| 06.30.24 |
|
| 06.30.23 |
|
| Var. |
|
| 06.30.24 |
|
| 06.30.23 |
|
| Var. |
|
| 06.30.24 |
|
| 06.30.23 |
|
| Var. |
|
| 06.30.24 |
|
| 06.30.23 |
|
| Var. |
| ||||||||||||||||||
|
| (in Million ARS) |
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Revenues |
|
| 179,650 |
|
|
| 176,246 |
|
|
| 3,404 |
|
|
| 16,243 |
|
|
| 17,031 |
|
|
| (788 | ) |
|
| 9,246 |
|
|
| 16,280 |
|
|
| (7,034 | ) |
|
| 61,569 |
|
|
| 55,596 |
|
|
| 5,973 |
|
|
| 3,842 |
|
|
| 3,474 |
|
|
| 368 |
|
|
| 270,550 |
|
|
| 268,627 |
|
|
| 1,923 |
|
Costs |
|
| (10,714 | ) |
|
| (11,937 | ) |
|
| 1,223 |
|
|
| (1,182 | ) |
|
| (1,408 | ) |
|
| 226 |
|
|
| (5,344 | ) |
|
| (4,952 | ) |
|
| (392 | ) |
|
| (28,814 | ) |
|
| (28,162 | ) |
|
| (652 | ) |
|
| (2,712 | ) |
|
| (2,772 | ) |
|
| 60 |
|
|
| (48,766 | ) |
|
| (49,231 | ) |
|
| 465 |
|
Gross profit / (loss) |
|
| 168,936 |
|
|
| 164,309 |
|
|
| 4,627 |
|
|
| 15,061 |
|
|
| 15,623 |
|
|
| (562 | ) |
|
| 3,902 |
|
|
| 11,328 |
|
|
| (7,426 | ) |
|
| 32,755 |
|
|
| 27,434 |
|
|
| 5,321 |
|
|
| 1,130 |
|
|
| 702 |
|
|
| 428 |
|
|
| 221,784 |
|
|
| 219,396 |
|
|
| 2,388 |
|
Net (loss) / gain from fair value adjustment of investment properties |
|
| (14,936 | ) |
|
| (41,496 | ) |
|
| 26,560 |
|
|
| (69,585 | ) |
|
| (16,890 | ) |
|
| (52,695 | ) |
|
| (266,145 | ) |
|
| (131,343 | ) |
|
| (134,802 | ) |
|
| - |
|
|
| - |
|
|
| - |
|
|
| (289 | ) |
|
| (420 | ) |
|
| 131 |
|
|
| (350,955 | ) |
|
| (190,149 | ) |
|
| (160,806 | ) |
General and administrative expenses |
|
| (21,608 | ) |
|
| (24,826 | ) |
|
| 3,218 |
|
|
| (1,788 | ) |
|
| (2,768 | ) |
|
| 980 |
|
|
| (8,810 | ) |
|
| (9,511 | ) |
|
| 701 |
|
|
| (9,342 | ) |
|
| (12,168 | ) |
|
| 2,826 |
|
|
| (9,631 | ) |
|
| (22,942 | ) |
|
| 13,311 |
|
|
| (51,179 | ) |
|
| (72,215 | ) |
|
| 21,036 |
|
Selling expenses |
|
| (9,007 | ) |
|
| (8,055 | ) |
|
| (952 | ) |
|
| (180 | ) |
|
| (383 | ) |
|
| 203 |
|
|
| (3,236 | ) |
|
| (4,172 | ) |
|
| 936 |
|
|
| (4,205 | ) |
|
| (3,819 | ) |
|
| (386 | ) |
|
| (863 | ) |
|
| (431 | ) |
|
| (432 | ) |
|
| (17,491 | ) |
|
| (16,860 | ) |
|
| (631 | ) |
Other operating results, net |
|
| (2,840 | ) |
|
| (2,173 | ) |
|
| (667 | ) |
|
| (63 | ) |
|
| (256 | ) |
|
| 193 |
|
|
| (1,983 | ) |
|
| (3,284 | ) |
|
| 1,301 |
|
|
| (1,131 | ) |
|
| (531 | ) |
|
| (600 | ) |
|
| 825 |
|
|
| (20,817 | ) |
|
| 21,642 |
|
|
| (5,192 | ) |
|
| (27,061 | ) |
|
| 21,869 |
|
Profit / (loss) from operations |
|
| 120,545 |
|
|
| 87,759 |
|
|
| 32,786 |
|
|
| (56,555 | ) |
|
| (4,674 | ) |
|
| (51,881 | ) |
|
| (276,272 | ) |
|
| (136,982 | ) |
|
| (139,290 | ) |
|
| 18,077 |
|
|
| 10,916 |
|
|
| 7,161 |
|
|
| (8,828 | ) |
|
| (43,908 | ) |
|
| 35,080 |
|
|
| (203,033 | ) |
|
| (86,889 | ) |
|
| (116,144 | ) |
Share of profit of associates and joint ventures |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 33,760 |
|
|
| 14,449 |
|
|
| 19,311 |
|
|
| 33,760 |
|
|
| 14,449 |
|
|
| 19,311 |
|
Segment profit / (loss) |
|
| 120,545 |
|
|
| 87,759 |
|
|
| 32,786 |
|
|
| (56,555 | ) |
|
| (4,674 | ) |
|
| (51,881 | ) |
|
| (276,272 | ) |
|
| (136,982 | ) |
|
| (139,290 | ) |
|
| 18,077 |
|
|
| 10,916 |
|
|
| 7,161 |
|
|
| 24,932 |
|
|
| (29,459 | ) |
|
| 54,391 |
|
|
| (169,273 | ) |
|
| (72,440 | ) |
|
| (96,833 | ) |
Reportable assets |
|
| 692,750 |
|
|
| 696,536 |
|
|
| (3,786 | ) |
|
| 303,895 |
|
|
| 448,025 |
|
|
| (144,130 | ) |
|
| 785,062 |
|
|
| 1,066,959 |
|
|
| (281,897 | ) |
|
| 31,673 |
|
|
| 32,632 |
|
|
| (959 | ) |
|
| 131,759 |
|
|
| 115,069 |
|
|
| 16,690 |
|
|
| 1,945,139 |
|
|
| 2,359,221 |
|
|
| (414,082 | ) |
Reportable liabilities |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
Net reportable assets |
|
| 692,750 |
|
|
| 696,536 |
|
|
| (3,786 | ) |
|
| 303,895 |
|
|
| 448,025 |
|
|
| (144,130 | ) |
|
| 785,062 |
|
|
| 1,066,959 |
|
|
| (281,897 | ) |
|
| 31,673 |
|
|
| 32,632 |
|
|
| (959 | ) |
|
| 131,759 |
|
|
| 115,069 |
|
|
| 16,690 |
|
|
| 1,945,139 |
|
|
| 2,359,221 |
|
|
| (414,082 | ) |
| 109 |
| Table of Contents |
Revenues 2024 vs 2023
Shopping Malls. Revenues from the Shopping Malls segment increased by 1.9% from ARS 176,246 million during the fiscal year ended June 30, 2023, to ARS 179,650 million during the fiscal year ended June 30, 2024. Although the number of new lease contracts for this fiscal year has been lower than the previous one, a 17% increase in admission rights has been observed. This increase is due to a change in negotiations, which includes a higher Minimum Insured Fixed Value (“VMA”) in the total key money price, depending on the shopping mall. In the current fiscal year, the increase in revenues was mainly due to: (i) an increase of ARS 7,719 million in base rent revenue; (ii) an ARS 2,470 million increase in admission rights; (iii) an ARS 1,673 million increase in the revenue from averaging of scheduled rent escalation; (iv) an increase of ARS 1,302 million in commissions; and (v) an increase of ARS 588 million in revenue from parking; partially offset by: (vi) a decrease of ARS 10,275 million in contingent rent revenue caused by a lower billing in real terms from the tenants
Offices. Revenues from the Offices segment decreased by 4.6% from ARS 17,031 million during the fiscal year ended June 30, 2023, to ARS 16,243 million during the fiscal year ended June 30, 2024. This variation is mainly explained by a decrease in revenue from leases by 4.6% from ARS 16,952 million during the fiscal year ended June 30, 2023, to ARS 16,179 million during the fiscal year ended June 30, 2024. The sale of floors in the “261 Della Paolera” Tower (located in the Catalinas neighborhood of the Autonomous City of Buenos Aires) results in a reduced leasable area.
Sales and Developments. Revenues from the Sales and Developments segment recorded a 43.2% decrease from ARS 16,280 million during the fiscal year ended June 30, 2023, to ARS 9,246 million during the fiscal year ended June 30, 2024. This segment often varies significantly from period to period due to the non-recurrence of different sales transactions carried out by the Company over time. During the current fiscal year, VAM sold two of its properties in the Canelones department (Uruguay) to the Boating Trust for a price of USD 6.8 million.
Hotels. Revenues from our Hotels segment increased by 10.7% from ARS 55,596 million during the fiscal year ended June 30, 2023, to ARS 61,569 million during the fiscal year ended June 30, 2024, mainly due to an improvement in rates measured in terms of dollars, occupancy levels remained at good level; however, a decline in international tourism was noted in the last quarter.
Others. Revenues from the Others segment increased by 10.6% from ARS 3,474 million during the fiscal year ended June 30, 2023, to ARS 3,842 million during the fiscal year ended June 30, 2024, mainly due to the greater number of congresses and fairs held at the Buenos Aires Convention Centre (LA RURAL S.A. - OFC S.R.L. - Ogden S.A - Entretenimiento Universal S.A. - Unión transitoria - (administrator of the Convention and Exhibition Centre of the City of Buenos Aires)) and the fee charged by We Are APPA for the services of the APPA application for promotions and actions of the Shopping Malls.
Costs 2024 vs 2023
Shopping Malls. Costs associated with the Shopping Malls segment decreased by 10.2%, from ARS 11,937 million during the fiscal year ended June 30, 2023, to ARS 10,714 million during the fiscal year ended June 30, 2024, mainly due to: (i) a decrease in leases and expenses of ARS 1,526 million which is explained by a decrease in the cost of available commercial spaces given higher occupancy during the fiscal year ended June 30, 2024; (ii) a decrease in taxes, rates and contributions of ARS 231 million; partially offset by: (iii) an increase in fees and compensation for services of ARS 482 million. Costs associated with the Shopping Malls segment, measured as a percentage of the revenues from this segment, decreased from 6.8% during the fiscal year ended June 30, 2023, to 6.0% during the fiscal year ended June 30, 2024.
Offices. Costs associated with the Offices segment decreased by 16.1%, from ARS 1,408 million during the fiscal year ended June 30, 2023, to ARS 1,182 million during the fiscal year ended June 30, 2024, mainly due to (i) a decrease in leases and expenses of ARS 248 million; (ii) a decrease in amortization and depreciation charges of ARS 149 million; (iii) a decrease in salaries, social security charges and other personnel administrative expenses of ARS 40 million; (iv) a decrease of ARS 25 million in maintenance, security, cleaning, repairs and other expenses; (v) a decrease in taxes, rates and contributions of ARS 24 million; partially offset by: (vi) an increase in fees and compensation for services of ARS 253 million. Costs associated with the Offices segment, measured as a percentage of the revenues from this segment, decreased from 8.3% during the fiscal year ended June 30, 2023, to 7.3% during the fiscal year ended June 30, 2024.
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Sales and Developments. Costs associated with our Sales and Developments segment recorded a 7.9% increase from ARS 4,952 million during the fiscal year ended June 30, 2023, to ARS 5,344 million during the fiscal year ended June 30, 2024 mainly due to: (i) an increase of ARS 545 million in the cost of sale of goods and services, explained by the sale of two plots of land by VAM (Canelones, Uruguay); (ii) an increase of ARS 160 million in maintenance, security, cleaning, repairs and other expenses; (iii) an increase of ARS 108 million in fees and compensation services; (iv) an increase in leases and expenses of ARS 45 million; partially offset by: (v) an ARS 461 million decrease in taxes, rates and contributions. Costs in the Sales and Developments segment, measured as a percentage of revenues from this segment, increased from 30.4% during the fiscal year ended June 30, 2023, to 57.8% during the fiscal year ended June 30, 2024.
Hotels. Costs in the Hotels segment increased by 2.3%, from ARS 28,162 million during the fiscal year ended June 30, 2023, to ARS 28,814 million during the fiscal year ended June 30, 2024, mainly as a result of: (i) an increase of ARS 643 million in maintenance, security, cleaning, repairs and other expenses; (ii) an increase of ARS 138 million in food, beverages and other hotel expenses; (iii) an increase of ARS 79 million in fees and compensation services; partially offset by: (iv) a decrease in the costs of salaries, social security and other personnel expenses of ARS 215 million. Costs in the Hotels segment, measured as a percentage of revenues from this segment, decreased from 50.7% during the fiscal year ended June 30, 2023, to 46.8% during the fiscal year ended June 30, 2024.
Others. Costs in the Others segment decreased by 2.2%, from ARS 2,772 million during the fiscal year ended June 30, 2023, to ARS 2,712 million during the fiscal year ended June 30, 2024, mainly as a result of (i) a decrease in the costs of salaries, social security and other personnel expenses of ARS 447 million; (ii) a decrease in taxes, rates and contributions of ARS 34 million; (iii) a decrease of ARS 33 million in fees and compensation services; partially offset by: (iv) an increase of ARS 328 million in maintenance, security, cleaning, repairs and other expenses; and (v) an increase of others charges of ARS 138 million. Costs in the Others segment, measured as a percentage of revenues from this segment, decreased from 79.8% during the fiscal year ended June 30, 2023, to 70.6% during the fiscal year ended June 30, 2024.
Gross profit 2024 vs 2023
Shopping Malls. Gross profit from the Shopping Malls segment increased by 2.8%, from a profit of ARS 164,309 million during the fiscal year ended June 30, 2023, to an ARS 168,936 million profit during the fiscal year ended June 30, 2024, mainly as a result of the previously mentioned increase in revenue. Gross profit from the Shopping Malls segment, measured as a percentage of revenues from this segment, increased from 93.2% positive during the fiscal year ended June 30, 2023, to 94.0% positive during the fiscal year ended June 30, 2024.
Offices. Gross profit from the Offices segment decreased by 3.6%, from a profit of ARS 15,623 million during the fiscal year ended June 30, 2023, to an ARS 15,061 million profit during the fiscal year ended June 30, 2024. Gross profit from the Offices segment, measured as a percentage of revenues from this segment, increased from 91.7% positive during the fiscal year ended June 30, 2023, to 92.7% positive during the fiscal year ended June 30, 2024.
Sales and developments. Gross profit from the Sales and Developments segment decreased by 65.6%, from a profit of ARS 11,328 million during the fiscal year ended June 30, 2023, to an ARS 3,902 million profit during the fiscal year ended June 30, 2024. Gross profit from the Sales and Developments segment, measured as a percentage of revenues from this segment, decreased from 69.6% positive during the fiscal year ended June 30, 2023, to 42.2% positive during the fiscal year ended June 30, 2024.
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Hotels. Gross profit from the Hotels segment increased by 19.4%, from a profit of ARS 27,434 million during the fiscal year ended June 30, 2023, to an ARS 32,755 million profit during the fiscal year ended June 30, 2024. Gross profit from the Hotels segment, measured as a percentage of revenues from this segment, increased from 49.3% positive during the fiscal year ended June 30, 2023, to 53.2% positive during the fiscal year ended June 30, 2024.
Others. Gross profit from the Others segment increased by 61.0%, from a profit of ARS 702 million during the fiscal year ended June 30, 2023, to an ARS 1,130 million profit during the fiscal year ended June 30, 2024. Gross profit from the Others segment, measured as a percentage of revenues from this segment, increased from 20.2% positive during the fiscal year ended June 30, 2023, to 29.4% positive during the fiscal year ended June 30, 2024.
The variations described in this section relate to the previously mentioned effects on revenues and costs.
Net (loss) from fair value adjustment of investment properties 2024 vs 2023
Total consolidated net loss from fair value adjustment of investment properties, according to the income statement, decreased by ARS 168,001 million, from a net loss of ARS 182,590 million during the fiscal year ended June 30, 2023, to a net loss of ARS 350,591 million during the fiscal year ended June 30, 2024.
According to information by segments, the net loss from fair value adjustment of investment properties went from a loss of ARS 190,149 million (out of which an ARS 41,496 million loss derives from our Shopping Malls segment; an ARS 16,890 million loss from our Offices segment; an ARS 131,343 million loss from our Sales and Developments segment and an ARS 420 million loss from our Others segment) during the fiscal year ended June 30, 2023, to a loss of ARS 350,955 million during the fiscal year ended June 30, 2024 (out of which an ARS 14,936 million loss derives from our Shopping Malls segment; an ARS 69,585 million loss from our Offices segment; an ARS 266,145 million loss from our Sales and Developments segment and an ARS 289 million loss from our Others segment).
The net impact of the peso values of our shopping centers was primarily a result of: (i) more favorable macroeconomic projections related to the projected real exchange rate and inflation; in real terms, the variation of the official exchange rate, which is used to measure these properties, was 17 percentage points below inflation, and (ii) this was partially offset by the moderation of the projected growth rate for some shopping malls.
The Argentine market for offices, land reserves, and other properties is a liquid market, in which a great number of counterparties participate carrying out sale-purchase transactions. This situation results in significant and representative sale-purchase prices. This situation allows for the observation of relevant and representative buy-sell prices in the market. In this regard, the “Market Approach” technique (comparable market values) is employed to determine the fair value of the Offices and Other segment, with the price per square meter being the most representative metric. In our Office segment and Developments segment, the value was primarily impacted by the appreciation of the peso against the “MEP dollar” during the fiscal year ended June 30, 2024, as in real terms, the variation in the MEP exchange rate, which is used to measure these properties, was 93 points below inflation. Additionally, in our Office segment during the current fiscal year, we sold three floors of the “261 Della Paolera” tower and completed the sale of the Maple Building. Additionally, in fiscal year 2024, we sold our interest in Quality Invest S.A.
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General and administrative expenses 2024 vs 2023
Shopping Malls. General and administrative expenses of Shopping Malls decreased by 13.0%, from ARS 24,826 million during the fiscal year ended June 30, 2023, to ARS 21,608 million during the fiscal year ended June 30, 2024, mainly due to: (i) a decrease of ARS 2,245 million in fees payable to directors; (ii) a decrease of ARS 635 million in salaries, social security charges, and other personnel administrative expenses; (iii) a decrease of ARS 400 million in amortization and depreciation charges; (iv) a decrease of ARS 162 million in rents and expenses; partially offset by: (v) an increase in maintenance, security, cleaning, repairs, and related charges of ARS 216 million. General and administrative expenses of Shopping Malls, measured as a percentage of revenues from such segment, decreased from 14.1% during the fiscal year ended June 30, 2023, to 12.0% during the fiscal year ended June 30, 2024. The variation is mainly explained by lower expenses related to bonuses paid to employees. Additionally, there was a lower charge for fees payable to directors.
Offices. General and administrative expenses of our Offices segment decreased by 35.4%, from ARS 2,768 million during the fiscal year ended June 30, 2023, to ARS 1,788 million during the fiscal year ended June 30, 2024, mainly as a result of: (i) a decrease of ARS 396 million in fees payable to directors; (ii) a decrease in salaries, social security charges, and other personnel administrative expenses of ARS 321 million; (iii) a decrease in amortization and depreciation charges of ARS 143 million; and (iv) a decrease of ARS 66 million in fees and compensations for services. General and administrative expenses, measured as a percentage of revenues from the same segment, decreased from 16.3% during the fiscal year ended June 30, 2023, to 11.0% during the fiscal year ended June 30, 2024. The variation is mainly explained by lower expenses related to bonuses paid to employees. Additionally, there was a lower charge for fees payable to directors.
Sales and Developments. General and administrative expenses associated with our Sales and Developments segment decreased by 7.4%, from ARS 9,511 million during the fiscal year ended June 30, 2023, to ARS 8,810 million during the fiscal year ended June 30, 2024. General and administrative expenses, measured as a percentage of revenues from the same segment, increased from 58.4% during the fiscal year ended June 30, 2023, to 95.3% during the fiscal year ended June 30, 2024.
Hotels. General and administrative expenses associated with our Hotels segment decreased by 23.2%, from ARS 12,168 million during the fiscal year ended June 30, 2023, to ARS 9,342 million during the fiscal year ended June 30, 2024, mainly as a result of: (i) a decrease of ARS 3,151 million in fees payable to directors; partially offset by (ii) an increase of ARS 187 million in taxes, rates, and contributions; (iii) an increase of ARS 36 million in salaries, social security charges, and other personnel administrative expenses; (iv) an increase of ARS 29 million in travel, transportation, and stationery; (v) an increase of ARS 20 million in amortization and depreciation charges; and (vi) an increase of ARS 16 million in maintenance, security, cleaning, repairs, and related expenses. General and administrative expenses associated with the Hotels segment, measured as a percentage of revenues from this segment, decreased from 21.9% during the fiscal year ended June 30, 2023, to 15.2% during the fiscal year ended June 30, 2024.
Others. General and administrative expenses associated with our Others segment decreased by 58.0%, from ARS 22,942 million during the fiscal year ended June 30, 2023, to ARS 9,631 million during the fiscal year ended June 30, 2024, mainly due to: (i) a decrease of ARS 13,832 million in fees payable to directors; (ii) a decrease of ARS 155 million in fees and compensations for services; (iii) a decrease of ARS 42 million in taxes, rates, and contributions; partially offset by: (iv) an increase of ARS 586 million in salaries, social security charges, and other personnel administrative expenses; (v) an increase of ARS 35 million in maintenance, repairs, and services; (vi) an increase of ARS 33 million in amortization and depreciation charges; (vii) an increase of ARS 26 million in travel, transportation, and stationery; and (viii) an increase of ARS 8 million in bank expenses. General and administrative expenses associated with the Others segment, measured as a percentage of revenues from this segment, decreased from 660.4% during the fiscal year ended June 30, 2023, to 250.7% during the fiscal year ended June 30, 2024.
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Selling expenses 2024 vs 2023
Shopping Malls. Selling expenses of the Shopping Malls segment increased by 11.8%, from ARS 8,055 million during the fiscal year ended June 30, 2023, to ARS 9,007 million during the fiscal year ended June 30, 2024, mainly as a result of: (i) an increase of ARS 592 million in publicity, advertising, and other commercial expenses due to higher expenses for event organization and commercial settlements; (ii) an increase of ARS 294 million in amortization and depreciation charges; (iii) an increase of ARS 195 million in doubtful accounts (charge and recovery, net); (iv) an increase of ARS 94 million in salaries, social security charges, and other personnel administrative expenses; partially offset by: (v) a decrease of ARS 209 million in taxes, rates, and contributions; and (vi) a decrease of ARS 14 million in fees and compensations for services. Selling expenses, measured as a percentage of revenues from the Shopping Malls segment, increased from 4.6% during the fiscal year ended June 30, 2023, to 5.0% during the fiscal year ended June 30, 2024.
Offices. Selling expenses associated with our Offices segment decreased by 53.0%, from ARS 383 million during the fiscal year ended June 30, 2023, to ARS 180 million during the fiscal year ended June 30, 2024. Such variation was mainly generated as a result of: (i) an ARS 243 million decrease in fees and compensation for services due to improved negotiation of rates; (ii) a decrease of ARS 49 million in taxes, rates, and contributions; (iii) a decrease of ARS 15 million in salaries, social security charges, and other personnel administrative expenses; (iv) a decrease of ARS 8 million in publicity, advertising, and other commercial expenses; partially offset by: (v) an ARS 113 million increase in doubtful accounts (charge and recovery, net). Selling expenses associated with our Offices segment, measured as a percentage of revenues from this segment, decreased from 2.2% during the fiscal year ended June 30, 2023, to 1.1% during the fiscal year ended June 30, 2024.
Sales and Developments. Selling expenses associated with our Sales and Developments segment decreased by 22.4%, from ARS 4,172 million during the fiscal year ended June 30, 2023, to ARS 3,236 million during the fiscal year ended June 30, 2024. This variation is mainly explained by lower expenses related to property sales due to fewer sales compared to the previous fiscal year. Among the most significant variations were: (i) a decrease of ARS 1,687 million in fees and compensation for services; partially offset by (ii) an increase of ARS 669 million in taxes, rates, and contributions; (iii) an increase of ARS 66 million in salaries, social security charges, and other personnel administrative expenses; (iv) an increase of ARS 7 million in publicity, advertising, and other commercial expenses; and (v) an ARS 5 million increase in doubtful accounts (charge and recovery, net). Selling expenses associated with our Sales and Developments segment, measured as a percentage of revenues from this segment, increased from 25.6% during the fiscal year ended June 30, 2023, to 35.0% during the fiscal year ended June 30, 2024.
Hotels. Selling expenses associated with our Hotels segment increased by 10.1%, from ARS 3,819 million during the fiscal year ended June 30, 2023, to ARS 4,205 million during the fiscal year ended June 30, 2024, mainly as a result of: (i) an ARS 234 million increase in fees and compensation for services; (ii) an ARS 86 million increase in publicity, advertising, and other commercial expenses; (iii) an ARS 70 million increase in taxes, rates, and contributions; (iv) an ARS 18 million increase in doubtful accounts (charge and recovery, net); partially offset by (v) an ARS 27 million decrease in salaries, social security charges, and other personnel administrative expenses. Selling expenses associated with our Hotels segment, measured as a percentage of revenues from this segment, decreased from 6.9% during the fiscal year ended June 30, 2023, to 6.8% during the fiscal year ended June 30, 2024.
Others. Selling expenses associated with our Others segment increased by 100.2%, from ARS 431 million during the fiscal year ended June 30, 2023, to ARS 863 million during the fiscal year ended June 30, 2024. Selling expenses associated with our Others segment, measured as a percentage of revenues from this segment, increased from 12.4% during the fiscal year ended June 30, 2023, to 22.5% during the fiscal year ended June 30, 2024. This increase is mainly due to higher commercial activities carried out by We are Appa. Selling expenses associated with our Others segment, measured as a percentage of revenues from this segment, increased from 12.4% during the fiscal year ended June 30, 2023, to 22.5% during the fiscal year ended June 30, 2024.
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Other operating results, net 2024 vs 2023
Shopping Malls. Other operating results, net associated with our Shopping Malls segment decreased by 30.7%, from a net loss of ARS 2,173 million during the fiscal year ended June 30, 2023, to a net loss of ARS 2,840 million during the fiscal year ended June 30, 2024, mainly as a result of: (i) an ARS 328 million increase in the loss for lawsuits; partially offset by (ii) an ARS 549 million decrease in interest earned generated by operating assets due to improved collection periods, leading to lower interest earned; (iii) an ARS 438 million decrease in donations; and (iv) an ARS 22 million decrease in management fees. Other operating results, net, from this segment, as a percentage of revenues from this segment, increased from 1.2% negative during the fiscal year ended June 30, 2023, to 1.6% negative during the fiscal year ended June 30, 2024.
Offices. Other operating results, net associated with our Offices segment increased by 75.4%, from a net loss of ARS 256 million during the fiscal year ended June 30, 2023, to a net loss of ARS 63 million during the fiscal year ended June 30, 2024, mainly as a result of: (i) an ARS 156 million decrease in interest and allowances earned generated by operating credits; and (ii) a decrease of ARS 37 million in lawsuit charges. Other operating results, net from this segment, as a percentage of the revenues from this segment, decreased from 1.5% negative during the fiscal year ended June 30, 2023, to 0.4% negative during the fiscal year ended June 30, 2024.
Sales and Developments. Other operating results, net associated with our Sales and Developments segment increased by 39.6%, from a net loss of ARS 3,284 million during the fiscal year ended June 30, 2023, to a net loss of ARS 1,983 million during the fiscal year ended June 30, 2024, mainly due to the loss from sale of property, plant and equipment corresponding to the sale of the 9th floor of the “261 Della Paolera” tower (located in the Catalinas neighborhood of the Autonomous City of Buenos Aires). Other operating results, net from this segment, as a percentage of the revenues of this segment, increased from 20.2% negative during the fiscal year ended June 30, 2023, to 41.2% negative during the fiscal year ended June 30, 2024.
Hotels. Other operating results, net associated with the Hotels segment decreased by 113.0%, from a net loss of ARS 531 million during the fiscal year ended June 30, 2023, to a net loss of ARS 1,131 million during the fiscal year ended June 30, 2024, mainly due to an increase in lawsuit charges of ARS 677 million. Other operating results, net from this segment, as a percentage of the revenues from this segment, increased from 1.0% negative during the fiscal year ended June 30, 2023, to 1.8% negative during the fiscal year ended June 30, 2024.
Others. Other operating results, net associated with the Others segment increased by 104.0%, from a net loss of ARS 20,817 million during the fiscal year ended June 30, 2023, to a net profit of ARS 825 million during the fiscal year ended June 30, 2024, mainly due to: (i) a decrease in lawsuit and other contingency charges of ARS 22,070 million as the prior fiscal year had recognized a provision for the IDBD lawsuit; (ii) an increase in profit generated by other operating results of ARS 1,245 million; partially offset by (iii) a decrease in profit of ARS 1,389 million, mainly due to the liquidation of Condor, Real Estate Investment Group VII LP, and Jiwin S.A. in the previous fiscal year; (iv) an increase of ARS 214 million in management fees; and (v) higher expenses of ARS 81 million in donations. Other operating results, net from this segment, as a percentage of the revenues from this segment, decreased from 599.2% negative during the fiscal year ended June 30, 2023, to 21.5% positive during the fiscal year ended June 30, 2024.
Operating results 2024 vs 2023
Shopping Malls. Operating results from operations associated with the Shopping Malls segment increased by 37.4%, from a net profit of ARS 87,759 million during the fiscal year ended June 30, 2023, to a net profit of ARS 120,545 million during the fiscal year ended June 30, 2024. Operating results from the Shopping Malls segment, as a percentage of revenues from such segment, increased from 49.8% positive during the fiscal year ended June 30, 2023, to 67.1% positive during the fiscal year ended June 30, 2024.
Offices. Operating results from operations associated with our Offices segment decreased by 1110.0%, from a net loss of ARS 4,674 million during the fiscal year ended June 30, 2023, to a net loss of ARS 56,555 million during the fiscal year ended June 30, 2024. Such variation was mainly due to an ARS 52,695 million decrease in the loss from fair value adjustments of investment properties. Operating results from operations associated with the Offices segment, as a percentage of revenues from such segment, increased from 27.4% negative during the fiscal year ended June 30, 2023, to 348.2% negative during the fiscal year ended June 30, 2024.
Sales and Developments. Operating results from operations associated with our Sales and Developments segment decreased by 101.7%, from a net loss of ARS 136,982 million during the fiscal year ended June 30, 2023, to a net loss of ARS 276,272 million during the fiscal year ended June 30, 2024. Such decrease is mainly due to the (loss) from fair value adjustments of investment properties. Operating results from operations associated with the Sales and Developments segment, as a percentage of revenues from this segment, increased from 841.4% negative during the fiscal year ended June 30, 2023, to 2,988.0% negative during the fiscal year ended June 30, 2024.
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Hotels. Operating results from operations associated with the Hotels segment increased by 65.6%, from a net profit of ARS 10,916 million during the fiscal year ended June 30, 2023, to a net profit of ARS 18,077 million during the fiscal year ended June 30, 2024. This increase is mainly due to higher occupancy levels resulting in increased revenues, reaching, for the most part, pre-pandemic occupancy levels. Operating results from operations associated with the Hotels segment, as a percentage of revenues from such segment, increased from 19.6% positive during the fiscal year ended June 30, 2023, to 29.4% positive during the fiscal year ended June 30, 2024.
Others. Operating results from operations associated with the Others segment increased from a net loss of ARS 43,908 million during the fiscal year ended June 30, 2023, to a net loss of ARS 8,828 million during the fiscal year ended June 30, 2024. Such decrease is mainly due to the decrease in administrative expenses and a positive result in other operating results, net. Operating results from operations associated with the Others segment, as a percentage of revenues from such segment, varied from 1,263.9% negative during the fiscal year ended June 30, 2023, to 229.8% positive during the fiscal year ended June 30, 2024.
Share of profit / (loss) of associates and joint ventures 2024 vs 2023
The share of profit of associates and joint ventures, according to the income statement, increased by 249.5%, from a net profit of ARS 9,740 million during the fiscal year ended June 30, 2023 to a net profit of ARS 34,037 million during the fiscal year ended June 30, 2024, mainly due to the positive results from the Others segment.
Also, the net share of profit / (loss) of joint ventures, mainly from Nuevo Puerto Santa Fe S.A. (Shopping Malls segment), Quality Invest S.A. (Offices segment) and Cyrsa S.A. and Puerto Retiro S.A. (Sales and Developments segment), showed a 105.9% increase, from a loss of ARS 4,709 million during the fiscal year ended June 30, 2023, to a profit of ARS 277 million during the fiscal year ended June 30, 2024, Mainly due to results from the investment in Nuevo Puerto Santa Fe, explained primarily by the impact of inflation on the fair value of its properties, and, in turn, as a consequence of the sale of Quality Invest S.A., an investment that, as of June 30, 2023, was generating losses of ARS 5,142 million.
Shopping Malls. In the information by segments, the share of profit / (loss) of the joint venture Nuevo Puerto Santa Fe S.A. is recorded on a consolidated basis, line by line in this segment.
Offices. This segment does not show results from the share of profit / (loss) of associates and joint ventures.
Sales and Developments. The share of profit / (loss) of the joint ventures Quality Invest S.A., Cyrsa S.A. and Puerto Retiro S.A is recorded on a consolidated basis, line by line. Given that we sold our interest in Quality Invest S.A. during the current fiscal year, it generated results only in the fiscal year ended June 30, 2023.
Hotels. This segment does not show results from the share of profit / (loss) of associates and joint ventures.
Others. The share of profit / (loss) of associates from the Others segment increased by 133.6%, from a net profit of ARS 14,449 million during the fiscal year ended June 30, 2023, to a net profit of ARS 33,760 million during the fiscal year ended June 30, 2024, mainly as a result of the variation from our investments in Banco Hipotecario by ARS 17,797 and La Rural S.A. by ARS 4,943 million positive.
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Financial results, net
The financial results increased from a profit of ARS 57,722 million during the fiscal year ended June 30, 2023, to a profit of ARS 93,056 million during the fiscal year ended June 30, 2024. This increase is mainly due to a positive result from earned interest and the gain generated by the fair value adjustments of financial assets and liabilities at fair value through profit or loss, net, primarily caused by macroeconomic conditions in Argentina, which led to fluctuations in the values of bonds, partially offset by a loss from exchange rate differences and a lower positive result generated by exposure to inflation.
Income Tax
The Company applies the deferred tax method to calculate the income tax for the reported years, thus recognizing temporary differences as tax assets and liabilities. The income tax charge changed from a profit of ARS 239,702 million during the fiscal year ended June 30, 2023, to a profit of ARS 46,336 million during the fiscal year ended June 30, 2024. During the fiscal year ended June 30, 2024, a positive deferred tax result was observed, affected by the fair value changes of investment properties, which was partially offset by a negative result from current income tax. Additionally, during the previous fiscal year, a reversal of the provision for income tax from prior fiscal years was made, see the Income Tax section for the fiscal year 2023.
(Loss) / profit for the year
As a result of the factors described above, the (loss) / profit for the year decreased from a profit of ARS 226,586 million during the fiscal year ended June 30, 2023, to a loss of ARS 33,803 million during the fiscal year ended June 30, 2024.
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Results of Operations for the fiscal years ended June 30, 2023 and 2022
Below is a summary of the operating segments by geography and a reconciliation between the total of the operating result according to the information by segments and the operating result according to the income statement for the years ended June 30, 2023 and 2022.
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|
| 06.30.22 |
|
| Var. |
|
| 06.30.23 |
|
| 06.30.22 |
|
| Var. |
|
| 06.30.23 |
|
| 06.30.22 |
|
| Var. |
| |||||||||||||||
|
| (in Million ARS) |
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Revenues |
|
| 268,627 |
|
|
| 204,987 |
|
|
| 63,640 |
|
|
| (1,687 | ) |
|
| (1,860 | ) |
|
| 173 |
|
|
| 64,781 |
|
|
| 53,853 |
|
|
| 10,928 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 331,721 |
|
|
| 256,980 |
|
|
| 74,741 |
|
Costs |
|
| (49,231 | ) |
|
| (42,714 | ) |
|
| (6,517 | ) |
|
| 736 |
|
|
| 729 |
|
|
| 7 |
|
|
| (65,950 | ) |
|
| (55,055 | ) |
|
| (10,895 | ) |
|
| - |
|
|
| - |
|
|
| - |
|
|
| (114,445 | ) |
|
| (97,040 | ) |
|
| (17,405 | ) |
Gross profit / (loss) |
|
| 219,396 |
|
|
| 162,273 |
|
|
| 57,123 |
|
|
| (951 | ) |
|
| (1,131 | ) |
|
| 180 |
|
|
| (1,169 | ) |
|
| (1,202 | ) |
|
| 33 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 217,276 |
|
|
| 159,940 |
|
|
| 57,336 |
|
Net (loss) / gain from fair value adjustment of investment properties |
|
| (190,149 | ) |
|
| 98,741 |
|
|
| (288,890 | ) |
|
| 7,559 |
|
|
| 10,588 |
|
|
| (3,029 | ) |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| (182,590 | ) |
|
| 109,329 |
|
|
| (291,919 | ) |
General and administrative expenses |
|
| (72,215 | ) |
|
| (42,666 | ) |
|
| (29,549 | ) |
|
| 250 |
|
|
| 214 |
|
|
| 36 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 193 |
|
|
| 184 |
|
|
| 9 |
|
|
| (71,772 | ) |
|
| (42,268 | ) |
|
| (29,504 | ) |
Selling expenses |
|
| (16,860 | ) |
|
| (17,958 | ) |
|
| 1,098 |
|
|
| 101 |
|
|
| 43 |
|
|
| 58 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| (16,759 | ) |
|
| (17,915 | ) |
|
| 1,156 |
|
Other operating results, net |
|
| (27,061 | ) |
|
| 225 |
|
|
| (27,286 | ) |
|
| (93 | ) |
|
| - |
|
|
| (93 | ) |
|
| 614 |
|
|
| 447 |
|
|
| 167 |
|
|
| (193 | ) |
|
| (184 | ) |
|
| (9 | ) |
|
| (26,733 | ) |
|
| 488 |
|
|
| (27,221 | ) |
(Loss) / profit from operations |
|
| (86,889 | ) |
|
| 200,615 |
|
|
| (287,504 | ) |
|
| 6,866 |
|
|
| 9,714 |
|
|
| (2,848 | ) |
|
| (555 | ) |
|
| (755 | ) |
|
| 200 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| (80,578 | ) |
|
| 209,574 |
|
|
| (290,152 | ) |
Share of profit / (loss) of associates and joint ventures |
|
| 14,449 |
|
|
| 3,732 |
|
|
| 10,717 |
|
|
| (4,709 | ) |
|
| (6,572 | ) |
|
| 1,863 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 9,740 |
|
|
| (2,840 | ) |
|
| 12,580 |
|
Segment (loss) / profit |
|
| (72,440 | ) |
|
| 204,347 |
|
|
| (276,787 | ) |
|
| 2,157 |
|
|
| 3,142 |
|
|
| (985 | ) |
|
| (555 | ) |
|
| (755 | ) |
|
| 200 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| (70,838 | ) |
|
| 206,734 |
|
|
| (277,572 | ) |
Reportable assets |
|
| 2,359,221 |
|
|
| 2,609,775 |
|
|
| (250,554 | ) |
|
| (13,329 | ) |
|
| (15,530 | ) |
|
| 2,201 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 297,957 |
|
|
| 391,614 |
|
|
| (93,657 | ) |
|
| 2,643,849 |
|
|
| 2,985,859 |
|
|
| (342,010 | ) |
Reportable liabilities |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| (1,205,005 | ) |
|
| (1,626,434 | ) |
|
| 421,429 |
|
|
| (1,205,005 | ) |
|
| (1,626,434 | ) |
|
| 421,429 |
|
Net reportable assets |
|
| 2,359,221 |
|
|
| 2,609,775 |
|
|
| (250,554 | ) |
|
| (13,329 | ) |
|
| (15,530 | ) |
|
| 2,201 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| (907,048 | ) |
|
| (1,234,820 | ) |
|
| 327,772 |
|
|
| 1,438,844 |
|
|
| 1,359,425 |
|
|
| 79,419 |
|
Below is a summary analysis of the operating segments by products and services for the years ended June 30, 2023 and 2022.
|
| Shopping Malls |
|
| Offices |
|
| Sales and Developments |
|
| Hotels |
|
| Others |
|
| Total |
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
| 06.30.23 |
|
| 06.30.22 |
|
| Var. |
|
| 06.30.23 |
|
| 06.30.22 |
|
| Var. |
|
| 06.30.23 |
|
| 06.30.22 |
|
| Var. |
|
| 06.30.23 |
|
| 06.30.22 |
|
| Var. |
|
| 06.30.23 |
|
| 06.30.22 |
|
| Var. |
|
| 06.30.23 |
|
| 06.30.22 |
|
| Var. |
| ||||||||||||||||||
|
| (in Million ARS) |
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Revenues |
|
| 176,246 |
|
|
| 138,836 |
|
|
| 37,410 |
|
|
| 17,031 |
|
|
| 24,357 |
|
|
| (7,326 | ) |
|
| 16,280 |
|
|
| 5,975 |
|
|
| 10,305 |
|
|
| 55,596 |
|
|
| 34,441 |
|
|
| 21,155 |
|
|
| 3,474 |
|
|
| 1,378 |
|
|
| 2,096 |
|
|
| 268,627 |
|
|
| 204,987 |
|
|
| 63,640 |
|
Costs |
|
| (11,937 | ) |
|
| (11,974 | ) |
|
| 37 |
|
|
| (1,408 | ) |
|
| (2,347 | ) |
|
| 939 |
|
|
| (4,952 | ) |
|
| (4,653 | ) |
|
| (299 | ) |
|
| (28,162 | ) |
|
| (19,671 | ) |
|
| (8,491 | ) |
|
| (2,772 | ) |
|
| (4,069 | ) |
|
| 1,297 |
|
|
| (49,231 | ) |
|
| (42,714 | ) |
|
| (6,517 | ) |
Gross profit / (loss) |
|
| 164,309 |
|
|
| 126,862 |
|
|
| 37,447 |
|
|
| 15,623 |
|
|
| 22,010 |
|
|
| (6,387 | ) |
|
| 11,328 |
|
|
| 1,322 |
|
|
| 10,006 |
|
|
| 27,434 |
|
|
| 14,770 |
|
|
| 12,664 |
|
|
| 702 |
|
|
| (2,691 | ) |
|
| 3,393 |
|
|
| 219,396 |
|
|
| 162,273 |
|
|
| 57,123 |
|
Net (loss) / gain from fair value adjustment of investment properties |
|
| (41,496 | ) |
|
| 4,429 |
|
|
| (45,925 | ) |
|
| (16,890 | ) |
|
| (43,179 | ) |
|
| 26,289 |
|
|
| (131,343 | ) |
|
| 137,010 |
|
|
| (268,353 | ) |
|
| - |
|
|
| - |
|
|
| - |
|
|
| (420 | ) |
|
| 481 |
|
|
| (901 | ) |
|
| (190,149 | ) |
|
| 98,741 |
|
|
| (288,890 | ) |
General and administrative expenses |
|
| (24,826 | ) |
|
| (22,923 | ) |
|
| (1,903 | ) |
|
| (2,768 | ) |
|
| (2,731 | ) |
|
| (37 | ) |
|
| (9,511 | ) |
|
| (8,474 | ) |
|
| (1,037 | ) |
|
| (12,168 | ) |
|
| (5,847 | ) |
|
| (6,321 | ) |
|
| (22,942 | ) |
|
| (2,691 | ) |
|
| (20,251 | ) |
|
| (72,215 | ) |
|
| (42,666 | ) |
|
| (29,549 | ) |
Selling expenses |
|
| (8,055 | ) |
|
| (6,784 | ) |
|
| (1,271 | ) |
|
| (383 | ) |
|
| (625 | ) |
|
| 242 |
|
|
| (4,172 | ) |
|
| (7,385 | ) |
|
| 3,213 |
|
|
| (3,819 | ) |
|
| (2,723 | ) |
|
| (1,096 | ) |
|
| (431 | ) |
|
| (441 | ) |
|
| 10 |
|
|
| (16,860 | ) |
|
| (17,958 | ) |
|
| 1,098 |
|
Other operating results, net |
|
| (2,173 | ) |
|
| (1,137 | ) |
|
| (1,036 | ) |
|
| (256 | ) |
|
| (184 | ) |
|
| (72 | ) |
|
| (3,284 | ) |
|
| (384 | ) |
|
| (2,900 | ) |
|
| (531 | ) |
|
| (473 | ) |
|
| (58 | ) |
|
| (20,817 | ) |
|
| 2,403 |
|
|
| (23,220 | ) |
|
| (27,061 | ) |
|
| 225 |
|
|
| (27,286 | ) |
Profit / (loss) from operations |
|
| 87,759 |
|
|
| 100,447 |
|
|
| (12,688 | ) |
|
| (4,674 | ) |
|
| (24,709 | ) |
|
| 20,035 |
|
|
| (136,982 | ) |
|
| 122,089 |
|
|
| (259,071 | ) |
|
| 10,916 |
|
|
| 5,727 |
|
|
| 5,189 |
|
|
| (43,908 | ) |
|
| (2,939 | ) |
|
| (40,969 | ) |
|
| (86,889 | ) |
|
| 200,615 |
|
|
| (287,504 | ) |
Share of profit of associates and joint ventures |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 14,449 |
|
|
| 3,732 |
|
|
| 10,717 |
|
|
| 14,449 |
|
|
| 3,732 |
|
|
| 10,717 |
|
Segment profit / (loss) |
|
| 87,759 |
|
|
| 100,447 |
|
|
| (12,688 | ) |
|
| (4,674 | ) |
|
| (24,709 | ) |
|
| 20,035 |
|
|
| (136,982 | ) |
|
| 122,089 |
|
|
| (259,071 | ) |
|
| 10,916 |
|
|
| 5,727 |
|
|
| 5,189 |
|
|
| (29,459 | ) |
|
| 793 |
|
|
| (30,252 | ) |
|
| (72,440 | ) |
|
| 204,347 |
|
|
| (276,787 | ) |
Reportable assets |
|
| 696,536 |
|
|
| 737,421 |
|
|
| (40,885 | ) |
|
| 448,025 |
|
|
| 566,541 |
|
|
| (118,516 | ) |
|
| 1,066,959 |
|
|
| 1,165,335 |
|
|
| (98,376 | ) |
|
| 32,632 |
|
|
| 33,505 |
|
|
| (873 | ) |
|
| 115,069 |
|
|
| 106,973 |
|
|
| 8,096 |
|
|
| 2,359,221 |
|
|
| 2,609,775 |
|
|
| (250,554 | ) |
Reportable liabilities |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
Net reportable assets |
|
| 696,536 |
|
|
| 737,421 |
|
|
| (40,885 | ) |
|
| 448,025 |
|
|
| 566,541 |
|
|
| (118,516 | ) |
|
| 1,066,959 |
|
|
| 1,165,335 |
|
|
| (98,376 | ) |
|
| 32,632 |
|
|
| 33,505 |
|
|
| (873 | ) |
|
| 115,069 |
|
|
| 106,973 |
|
|
| 8,096 |
|
|
| 2,359,221 |
|
|
| 2,609,775 |
|
|
| (250,554 | ) |
| 118 |
| Table of Contents |
Revenues 2023 vs 2022
Shopping Malls. Revenues from the Shopping Malls segment increased by 26.9% from ARS 138,836 million during the fiscal year ended June 30, 2022, to ARS 176,246 million during the fiscal year ended June 30, 2023. This increase is due to the fact that, during the fiscal year ended June 30, 2022, although the shopping malls were open, a policy of support for tenants was maintained in all shopping malls. In addition, there were more vacancies, reduced opening hours and less public attendance during the 2022 fiscal year. In the fiscal year ended June 30, 2023, the increase in rental income occurred mainly due to: (i) an increase of ARS 21,897 million in base rent revenue; (ii) an increase of ARS 5,552 million in contingent rent revenue; (iii) an ARS 3,636 million increase in admission rights; (iv) an ARS 3,165 million increase in revenue from parking; and (v) an ARS 2,250 million increase in the revenue from averaging of scheduled rent escalation.
Offices. Revenues from the Offices segment decreased by 30.1% from ARS 24,357 million during the fiscal year ended June 30, 2022, to ARS 17,031 million during the fiscal year ended June 30, 2023. This variation is mainly explained by a decrease in revenue from leases by 28.8% from ARS 23,818 million during the fiscal year ended June 30, 2022 to ARS 16,952 million during the fiscal year ended June 30, 2023 mainly as a result of lower rental income due to the sale of the República building in April 2022 and the sale of floors in the tower "261 Della Paolera" (located in the Catalinas neighborhood of the Autonomous City of Buenos Aires). There is also a drop in the rate in real terms as the inflation rate was higher than the exchange rate variation.
Sales and Developments. Revenues from the Sales and Developments segment recorded a 172.5% increase from ARS 5,975 million during the fiscal year ended June 30, 2022, to ARS 16,280 million during the fiscal year ended June 30, 2023. This segment often varies significantly from period to period due to the non-recurrence of different sales transactions carried out by the Company over time. The increase during the fiscal year ended June 30, 2023, is primarily due to the sale of two properties in Canelones (Uruguay) by VAM and the sale of two units in Tower 1 of Carrasco Boating.
Hotels. Revenues from our Hotels segment increased by 61.4% from ARS 34,441 million during the fiscal year ended June 30, 2022, to ARS 55,596 million during the fiscal year ended June 30, 2023, mainly due to higher occupancy with the consequent increase in revenues. The Hotel Llao Llao, and Libertador reached the prepandemic occupancy levels in the fiscal year of 2023.
Others. Revenues from the Others segment increased by 152.1% from ARS 1,378 million during the fiscal year ended June 30, 2022, to ARS 3,474 million during the fiscal year ended June 30, 2023, mainly due to the greater number of congresses and fairs held at the Buenos Aires Convention Centre (LA RURAL S.A. - OFC S.R.L. - Ogden S.A - Entretenimiento Universal S.A. - Unión transitoria - (administrator of the Convention and Exhibition Centre of the City of Buenos Aires)) and the fee charged by We Are APPA for the services of the APPA application for promotions and actions of the Shopping Malls.
Costs 2023 vs 2022
Shopping Malls. Costs associated with the Shopping Malls segment decreased by 0.3%, from ARS 11,974 million during the fiscal year ended June 30, 2022, to ARS 11,937 million during the fiscal year ended June 30, 2023, mainly due to: (i) a decrease in leases and expenses of ARS 1,785 million; partially offset by: (ii) an increase in maintenance, security, cleaning, repairs and other expenses of ARS 1,023 million and (iii) an increase in salaries, social security charges and other personnel administrative expenses of ARS 631 million. Costs associated with the Shopping Malls segment, measured as a percentage of the revenues from this segment, decreased from 8.6% during the fiscal year ended June 30, 2022, to 6.8% during the fiscal year ended June 30, 2023.
Offices. Costs associated with the Offices segment decreased by 40.0%, from ARS 2,347 million during the fiscal year ended June 30, 2022, to ARS 1,408 million during the fiscal year ended June 30, 2023, mainly due to (i) a decrease in leases and expenses of ARS 435 million; (ii) a decrease in amortization and depreciation charges of ARS 293 million; and (iii) a decrease in taxes, rates and contributions of ARS 229 million. Costs associated with the Offices segment, measured as a percentage of the revenues from this segment, decreased from 9.6% during the fiscal year ended June 30, 2022, to 8.3% during the fiscal year ended June 30, 2023.
| 119 |
| Table of Contents |
Sales and Developments. Costs associated with our Sales and Developments segment recorded a 6.4% increase from ARS 4,653 million during the fiscal year ended June 30, 2022, to ARS 4,952 million during the fiscal year ended June 30, 2023 mainly due to (i) an increase of ARS 661 million in the cost of sale of goods and services which correspond to the barter agreement of "Lot 16" located in the province of Córdoba (Argentina), the sale of 2 units of Tower 1 of Carrasco Boating (Montevideo, Uruguay), the sale of a plot of land by Zetol S.A. (Canelones, Uruguay), and the barter agreement entered into with ABASTO TWINS S.A. (Buenos Aires, Argentina); partially offset by: (ii) an ARS 171 million decrease in fees and compensation services; and (iii) a decrease in leases and expenses of ARS 151 million. Costs in the Sales and Developments segment, measured as a percentage of revenues from this segment, decreased from 77.9% during the fiscal year ended June 30, 2022, to 30.4% during the fiscal year ended June 30, 2023.
Hotels. Costs in the Hotels segment increased by 43.2%, from ARS 19,671 million during the fiscal year ended June 30, 2022, to ARS 28,162 million during the fiscal year ended June 30, 2023, mainly as a result of (i) an ARS 5,778 million increase in the costs of salaries, social security and other personnel expenses; (ii) an ARS 1,943 million increase in food, beverages and other hotel expenses; and (iii) an ARS 683 million increase in traveling, transportation and stationery. Costs in the Hotels segment, measured as a percentage of revenues from this segment, decreased from 57.1% during the fiscal year ended June 30, 2022, to 50.7% during the fiscal year ended June 30, 2023.
Others. Costs in the Others segment decreased by 31.9%, from ARS 4,069 million during the fiscal year ended June 30, 2022, to ARS 2,772 million during the fiscal year ended June 30, 2023, mainly as a result of (i) a decrease in the costs of salaries, social security and other personnel expenses of ARS 1,051 million; (ii) a decrease in fees and compensation for services of ARS 425 million; (iii) a decrease in taxes, rates and contributions of ARS 85 million; partially offset by: (iv) an increase in amortization and depreciation charges of ARS 296 million.
Gross profit 2023 vs 2022
Shopping Malls. Gross profit from the Shopping Malls segment increased by 29.5%, from a profit of ARS 126,862 million during the fiscal year ended June 30, 2022, to an ARS 164,309 million profit during the fiscal year ended June 30, 2023, mainly as a result of increased revenues and higher public attendance in shopping malls. Gross profit from the Shopping Malls segment, measured as a percentage of revenues from this segment, increased from 91.4% positive during the fiscal year ended June 30, 2022, to 93.2% positive during the fiscal year ended June 30, 2023.
Offices. Gross profit from the Offices segment decreased by 29.0%, from a profit of ARS 22,010 million during the fiscal year ended June 30, 2022, to an ARS 15,623 million profit during the fiscal year ended June 30, 2023. Gross profit from the Offices segment, measured as a percentage of revenues from this segment, increased from 90.4% positive during the fiscal year ended June 30, 2022, to 91.7% positive during the fiscal year ended June 30, 2023.
Sales and developments. Gross profit from the Sales and Developments segment increased by 756.9%, from a profit of ARS 1,322 million during the fiscal year ended June 30, 2022, to an ARS 11,328 million profit during the fiscal year ended June 30, 2023. Gross profit from the Sales and Developments segment, measured as a percentage of revenues from this segment, increased from 22.1% positive during the fiscal year ended June 30, 2022, to 69.6% positive during the fiscal year ended June 30, 2023.
Hotels. Gross profit from the Hotels segment increased by 85.7%, from a profit of ARS 14,770 million during the fiscal year ended June 30, 2022, to an ARS 27,434 million profit during the fiscal year ended June 30, 2023. Gross profit from the Hotels segment, measured as a percentage of revenues from this segment, increased from 42.9% positive during the fiscal year ended June 30, 2022, to 49.3% positive during the fiscal year ended June 30, 2023.
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Others. Gross profit / (loss) from the Others segment increased by 126.1%, from a loss of ARS 2,691 million during the fiscal year ended June 30, 2022, to a profit of ARS 702 million during the fiscal year ended June 30, 2023. Gross profit / (loss) from the Others segment, measured as a percentage of revenues from this segment, increased from 195.3% negative during the fiscal year ended June 30, 2022, to 20.2% positive during the fiscal year ended June 30, 2023.
The variations described in this section relate to the previously mentioned effects on revenues and costs.
Net (loss) / gain from fair value adjustment of investment properties 2023 vs 2022
Total consolidated net (loss) / gain from fair value adjustment of investment properties, according to the income statement, decreased by ARS 291,919 million, from a net gain of ARS 109,329 million during the fiscal year ended June 30, 2022, to a net loss of ARS 182,590 million during the fiscal year ended June 30, 2023.
According to information by segments, the net (loss) / gain from fair value adjustment of investment properties went from a gain of ARS 98,741 million (out of which an ARS 4,429 million gain derives from our Shopping Malls segment; an ARS 43,179 million loss from our Offices segment; an ARS 137,010 million gain from our Sales and Developments segment and an ARS 481 million gain from our Others segment) during the fiscal year ended June 30, 2022, to a loss of ARS 190,149 million during the fiscal year ended June 30, 2023 (out of which an ARS 41,496 million loss derives from our Shopping Malls segment; an ARS 16,890 million loss from our Offices segment; an ARS 131,343 million loss from our Sales and Developments segment and an ARS 420 million loss from our Others segment).
The net impact in the peso values of our shopping malls was primarily a consequence of: (i) an improvement in the estimate of the perpetual dollar discount rate, and (ii) more favorable macroeconomic projections in relation to the projected real exchange rate, (iii) this was partially offset by the moderation of the projected growth rate of some shopping malls.
The Argentine market for offices, land reserves, and other properties is a liquid market, in which a great number of counterparties participate carrying out sale-purchase transactions. This situation results in significant and representative sale-purchase prices. This situation allows for the observation of relevant and representative buy-sell prices in the market. In this regard, the “Market Approach” technique (comparable market values) is employed to determine the fair value of the Offices and Other segment, with the price per square meter being the most representative metric.
In our Sales and Development segment, for the fiscal year ended June 30, 2023, the net result from changes in the fair value of investment properties decreased mainly due to the sale of floors in the “261 Della Paolera” tower, unlike the fiscal year ended June 30, 2022, when it was increased mainly by the value of Ramblas del Plata (former “Costa Urbana”) and the sale of the República Building.
General and administrative expenses 2023 vs 2022
Shopping Malls. General and administrative expenses of Shopping Malls increased by 8.3%, from ARS 22,923 million during the fiscal year ended June 30, 2022, to ARS 24,826 million during the fiscal year ended June 30, 2023, mainly due to: (i) an increase of ARS 1,403 million in salaries, social security charges and other personnel administrative expenses; (ii) an increase of ARS 927 million in fees payable to directors; and (iii) an increase in bank expense of ARS 101 million; partially offset by: (iv) a decrease of ARS 248 million in maintenance, security, cleaning, repairs and other expenses; (v) a decrease in traveling, transportation and stationery of ARS 124 million; and (vi) a decrease in amortization and depreciation charges of ARS 105 million. General and administrative expenses of Shopping Malls, measured as a percentage of revenues from such segment, decreased from 16.5% during the fiscal year ended June 30, 2022, to 14.1% during the fiscal year ended June 30, 2023. The variation is mainly explained by the increase in salaries. Unlike previous years, salary updates were given to employees in June 2023, which also had an impact on the bonuses provided.
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Offices. General and administrative expenses of our Offices segment increased by 1.4%, from ARS 2,731 million during the fiscal year ended June 30, 2022, to ARS 2,768 million during the fiscal year ended June 30, 2023, mainly as a result of: (i) an increase of ARS 195 million in salaries, social security charges and other personnel administrative expenses; (ii) an increase in fees payable to directors of ARS 125 million; partially offset by: (iii) a decrease in amortization and depreciation charges of ARS 268 million. General and administrative expenses, measured as a percentage of revenues from the same segment, increased from 11.2% during the fiscal year ended June 30, 2022, to 16.3% during the fiscal year ended June 30, 2023. The variation is mainly explained by the increase in salaries. Unlike previous years, salary updates were given to employees in June 2023, which also had an impact on the bonuses provided.
Sales and Developments. General and administrative expenses associated with our Sales and Developments segment increased by 12.2%, from ARS 8,474 million during the fiscal year ended June 30, 2022, to ARS 9,511 million during the fiscal year ended June 30, 2023. General and administrative expenses, measured as a percentage of revenues from the same segment, decreased from 141.8% during the fiscal year ended June 30, 2022, to 58.4% during the fiscal year ended June 30, 2023.
Hotels. General and administrative expenses associated with our Hotels segment increased by 108.1%, from ARS 5,847 million during the fiscal year ended June 30, 2022, to ARS 12,168 million during the fiscal year ended June 30, 2023, mainly as a result of: (i) an ARS 3,151 million increase in fees payable to directors; (ii) an ARS 1,427 million increase in fees and compensation for services; and (iii) an ARS 881 million increase in taxes, rates and contributions; (iv) an ARS 558 million increase in salaries, social security charges and other personnel administrative expenses; and (v) an ARS 226 million increase in in maintenance, security, cleaning, repairs and other expenses. General and administrative expenses associated with the Hotels segment, measured as a percentage of revenues from this segment, increased from 17.0% during the fiscal year ended June 30, 2022, to 21.9% during the fiscal year ended June 30, 2023.
Others. General and administrative expenses associated with our Others segment increased by 752.5%, from ARS 2,691 million during the fiscal year ended June 30, 2022, to ARS 22,942 million during the fiscal year ended June 30, 2023, mainly due to (i) an increase of ARS 18,539 million in payable to directors; (ii) an ARS 1,939 million increase in salaries, social security charges and other personnel administrative expenses; (iii) an ARS 253 million increase in maintenance, security, cleaning, repairs and other expenses; partially offset by: (iv) a decrease of ARS 421 million in taxes, rates and contributions.
Selling expenses 2023 vs 2022
Shopping Malls. Selling expenses of the Shopping Malls segment increased by 18.7%, from ARS 6,784 million during the fiscal year ended June 30, 2022, to ARS 8,055 million during the fiscal year ended June 30, 2023, mainly as a result of: (i) an increase in the charge of taxes, rates and contributions of ARS 826 million; ii) an increase in the salaries, social security charges and other personnel administrative expenses of ARS 693 million; (iii) an increase in the charge of doubtful accounts of ARS 575 million; partially offset by: (iv) a decrease in the charge of publicity, advertising and other commercial expenses of ARS 848 million. Selling expenses, measured as a percentage of revenues from the Shopping Malls segment, decreased from 4.9% during the fiscal year ended June 30, 2022, to 4.6% during the fiscal year ended June 30, 2023.
Offices. Selling expenses associated with our Offices segment decreased by 38.7%, from ARS 625 million during the fiscal year ended June 30, 2022, to ARS 383 million during the fiscal year ended June 30, 2023. Such variation was mainly generated as a result of: (i) an ARS 256 million decrease in the charge of taxes, rates and contributions; (ii) a decrease in the charge of publicity, advertising and other commercial expenses of ARS 88 million; partially offset by: (iii) an ARS 78 million increase in salaries, social security and other personnel administrative expenses and (iv) a decrease in the charge of doubtful accounts of ARS 37 million. Selling expenses associated with our Offices segment, measured as a percentage of revenues from this segment, decreased from 2.6% during the fiscal year ended June 30, 2022, to 2.2% during the fiscal year ended June 30, 2023.
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Sales and Developments. Selling expenses associated with our Sales and Developments segment decreased by 43.5%, from ARS 7,385 million during the fiscal year ended June 30, 2022, to ARS 4,172 million during the fiscal year ended June 30, 2023. Such variation was mainly generated by: (i) an ARS 2,245 million decrease in the charge of taxes, rates and contributions; and (ii) a decrease of ARS 976 million in fees and compensation for services. Selling expenses associated with our Sales and Developments segment, measured as a percentage of revenues from this segment, decreased from 123.6% during the fiscal year ended June 30, 2022, to 25.6% during the fiscal year ended June 30, 2023.
Hotels. Selling expenses associated with our Hotels segment increased by 40.2%, from ARS 2,723 million during the fiscal year ended June 30, 2022, to ARS 3,819 million during the fiscal year ended June 30, 2023, mainly as a result of: (i) an ARS 394 million increase in fees and compensation for services; (ii) an ARS 308 million increase in salaries, social security and other personnel administrative expenses; (iii) an ARS 290 million increase in taxes, rates and contributions; and (iv) an ARS 45 million increase in publicity, advertising and other commercial expenses. Selling expenses associated with our Hotels segment, measured as a percentage of revenues from this segment, decreased from 7.9% during the fiscal year ended June 30, 2022, to 6.9% during the fiscal year ended June 30, 2023.
Others. Selling expenses associated with our Others segment decreased by 2.3%, from ARS 441 million during the fiscal year ended June 30, 2022, to ARS 431 million during the fiscal year ended June 30, 2023. Selling expenses associated with our Others segment, measured as a percentage of revenues from this segment, decreased from 32.0% during the fiscal year ended June 30, 2022, to 12.4% during the fiscal year ended June 30, 2023.
Other operating results, net 2023 vs 2022
Shopping Malls. Other operating results, net associated with our Shopping Malls segment decreased by 91.1%, from a net loss of ARS 1,137 million during the fiscal year ended June 30, 2022, to a net loss of ARS 2,173 million during the fiscal year ended June 30, 2023, mainly as a result of: (i) an increase of ARS 2,012 million in the loss for lawsuits; (ii) an increase of ARS 213 million in donations, partially offset by; (iii) an increase of ARS 1,272 million in interest and allowance generated by operating credits. Other operating results, net, from this segment, as a percentage of revenues from this segment, increased from 0.8% negative during the fiscal year ended June 30, 2022, to 1.2% negative during the fiscal year ended June 30, 2023.
Offices. Other operating results, net associated with our Offices segment decreased by 39.1%, from a net loss of ARS 184 million during the fiscal year ended June 30, 2022, to a net loss of ARS 256 million during the fiscal year ended June 30, 2023, mainly as a consequence of (i) an increase of ARS 106 million in the loss for lawsuits; partially offset by: (ii) a decrease of ARS 18 million in donations. Other operating results, net from this segment, as a percentage of the revenues from this segment, increased from 0.8% negative during the fiscal year ended June 30, 2022, to 1.5% negative during the fiscal year ended June 30, 2023.
Sales and Developments. Other operating results, net associated with our Sales and Developments segment decreased by 755.2%, from a net loss of ARS 384 million during the fiscal year ended June 30, 2022, to a net loss of ARS 3,284 million during the fiscal year ended June 30, 2023, mainly due to (i) a loss from disposal of property, plant and equipment for ARS 2,543 million which corresponds to the sale of the 8th floor of the tower “261 Della Paolera” (located in the Catalinas neighborhood of the Autonomous City of Buenos Aires) occupied by IRSA; and (ii) a credit for the late payment penalty in the barter agreement with FIDEICOMISO ESQUINA GUEMES for ARS 513 million. Other operating results, net from this segment, as a percentage of the revenues of this segment, increased from 6.4% negative during the fiscal year ended June 30, 2022, to 20.2% negative during the fiscal year ended June 30, 2023.
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Hotels. Other operating results, net associated with the Hotels segment decreased by 12.3%, from a net loss of ARS 473 million during the fiscal year ended June 30, 2022, to a net loss of ARS 531 million during the fiscal year ended June 30, 2023, mainly due to lower revenues in other operating income of ARS 67 million. Other operating results, net from this segment, as a percentage of the revenues from this segment, decreased from 1.4% negative during the fiscal year ended June 30, 2022, to 1.0% negative during the fiscal year ended June 30, 2023.
Others. Other operating results, net associated with the Others segment decreased by 966.3%, from a net profit of ARS 2,403 million during the fiscal year ended June 30, 2022, to a net loss of ARS 20,817 million during the fiscal year ended June 30, 2023, mainly due to (i) an increase in the loss for lawsuits for ARS 23,474 million due to the constitution of a provision for the IDBD lawsuit; and (ii) a lower income from the royalty corresponding to La Rural S.A.; partially offset by (iii) the realization of currency translation adjustment due to the liquidation of Condor, Real Estate Investment Group VII LP and Jiwin S.A. generating a positive result of ARS 1,588 million. Other operating results, net from this segment, as a percentage of the revenues from this segment, increased from 174.4% positive during the fiscal year ended June 30, 2022, to 599.2% negative during the fiscal year ended June 30, 2023.
Operating results 2023 vs 2022
Shopping Malls. Operating results from operations associated with the Shopping Malls segment decreased by 12.6%, from a net profit of ARS 100,447 million during the fiscal year ended June 30, 2022, to a net profit of ARS 87,759 million during the fiscal year ended June 30, 2023.
Offices. Operating results from operations associated with our Offices segment increased by 81.1%, from a net loss of ARS 24,709 million during the fiscal year ended June 30, 2022, to a net loss of ARS 4,674 million during the fiscal year ended June 30, 2023. Such variation was mainly due to an ARS 26,289 million decrease in the loss from fair value adjustments of investment properties. Operating results from operations associated with the Offices segment, as a percentage of revenues from such segment, decreased from 101.4% negative during the fiscal year ended June 30, 2022, to 27.4% negative during the fiscal year ended June 30, 2023.
Sales and Developments. Operating results from operations associated with our Sales and Developments segment decreased by 212.2%, from a net profit of ARS 122,089 million during the fiscal year ended June 30, 2022, to a net loss of ARS 136,982 million during the fiscal year ended June 30, 2023. Such decrease is mainly due to the (loss) / gain from fair value adjustments of investment properties. Operating results from operations associated with the Sales and Developments segment, as a percentage of revenues from this segment, decreased from 2,043.3% positive during the fiscal year ended June 30, 2022, to 841.4% negative during the fiscal year ended June 30, 2023.
Hotels. Operating results from operations associated with the Hotels segment increased by 90.6%, from a net profit of ARS 5,727 million during the fiscal year ended June 30, 2022, to a net profit of ARS 10,916 million during the fiscal year ended June 30, 2023. Such increase is mainly due to a higher occupancy with a consequent increase in revenues, reaching, for the most part, pre-pandemic occupancy levels. Operating results from operations associated with the Hotels segment, as a percentage of revenues from such segment, increased from 16.6% positive during the fiscal year ended June 30, 2022, to 19.6% positive during the fiscal year ended June 30, 2023.
Others. Operating results from operations associated with the Others segment decreased from a net loss of ARS 2,939 million during the fiscal year ended June 30, 2022, to a net loss of ARS 43,908 million during the fiscal year ended June 30, 2023. Such decrease is mainly due to the increase in administrative expenses and a negative result in other operating results, net.
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Share of profit / (loss) of associates and joint ventures 2023 vs 2022
The share of profit / (loss) of associates and joint ventures, according to the income statement, increased by 443.0%, from a net loss of ARS 2,840 million during the fiscal year ended June 30, 2022 to a net profit of ARS 9,740 million during the fiscal year ended June 30, 2023, mainly due to the positive results from the Others segment.
Also, the net share of (loss) of joint ventures, mainly from Nuevo Puerto Santa Fe S.A. (Shopping Malls segment), Quality Invest S.A. (Offices segment) and Cyrsa S.A. and Puerto Retiro S.A. (Sales and Developments segment), showed a 28.3% increase, from a loss of ARS 6,572 million during the fiscal year ended June 30, 2022, to a loss of ARS 4,709 million during the fiscal year ended June 30, 2023, mainly due to results from the joint venture Quality Invest S.A., mainly attributable to the (loss) / gain from fair value adjustments of investment properties.
Shopping Malls. In the information by segments, the share of profit / (loss) of the joint venture Nuevo Puerto Santa Fe S.A. is recorded on a consolidated basis, line by line in this segment.
Offices. This segment does not show results from the share of profit / (loss) of associates and joint ventures.
Sales and Developments. The share of profit / (loss) of the joint ventures Quality Invest S.A., Cyrsa S.A. and Puerto Retiro S.A is recorded on a consolidated basis, line by line.
Hotels. This segment does not show results from the share of profit / (loss) of associates and joint ventures.
Others. The share of profit of associates from the Others segment increased by 287.2%, from a net profit of ARS 3,732 million during the fiscal year ended June 30, 2022, to a net profit of ARS 14,449 million during the fiscal year ended June 30, 2023, mainly as a result of the variation from our investments in GCDI by ARS 6,221 million positive, Banco Hipotecario by ARS 4,457 positive partially offset by our investment in Condor by ARS 3,116 million negative.
Financial results, net
The financial results went from a profit of ARS 94,920 million during the fiscal year ended June 30, 2022 to a profit of ARS 57,722 million during the fiscal year ended June 30, 2023. Such variation is mainly due to a lower positive exchange rate difference, which was partly offset by the inflation adjustment, fair value gain of financial assets and liabilities at fair value through profit or loss, net, and lower interest expenses.
Income Tax
The Company applies the deferred tax method to calculate the income tax for the reported years, thus recognizing temporary differences as tax assets and liabilities. The income tax charge went from a loss of ARS 22,183 million during the fiscal year ended June 30, 2022, to a profit of ARS 239,702 million during the fiscal year ended June 30, 2023. During the fiscal year ended June 30, 2023, the Company determined it was appropriate to reverse the provision for the income tax registered as of June 30, 2022 and 2021 for ARS 51,936 million, the provisioned interest accounted at the closing of the Annual Financial Statements for ARS 1,360 million and register in the deferred income tax, the updating of the remaining losses. In addition, for the year ended June 30, 2023, IRSA made a provision for income tax applying the systemic and integral inflation adjustment criteria as the restatement of its accumulated losses. See Note 21 to the Consolidated Annual Financial Statements as of June 30, 2023.
Profit for the year
As a result of the factors described above, the profit for the year went from a profit of ARS 279,471 million during the fiscal year ended June 30, 2022, to a profit of ARS 226,586 million during the fiscal year ended June 30, 2023.
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B. Liquidity and Capital Resources
Our principal sources of liquidity have historically been:
| · | Cash generated by operations; |
|
|
|
| · | Cash generated by issuance of debt securities; |
|
|
|
| · | Cash from borrowing and financing arrangements; and |
|
|
|
| · | Cash proceeds from the sale of real estate assets. |
Our principal cash requirements or uses (other than in connection with our operating activities) have historically been:
| · | capital expenditures for acquisition or construction of investment properties and property, plant and equipment; |
|
|
|
| · | interest payments and repayments of debt; |
|
|
|
| · | acquisition of equity interests in companies; |
|
|
|
| · | payments of dividends; and |
|
|
|
| · | acquisition of real estate. |
Our liquidity and capital resources include our cash and cash equivalents, proceeds from bank borrowings and long-term debt, capital financing and sales of real estate investments.
As of June 30, 2024 we had a negative working capital of ARS 47,189 million (calculated as current assets less current liabilities as of that date).
As of the same date, we had cash and cash equivalents for ARS 28,297 million, which represents the total of cash and cash equivalents at a consolidated level.
The following table shows our cash flow for the fiscal years ended June 30, 2024, 2023 and 2022:
|
| Year ended June 30, |
| |||||||||
|
| 2024 |
|
| 2023 |
|
| 2022 |
| |||
Net cash generated from operating activities |
|
| 103,505 |
|
|
| 135,586 |
|
|
| 101,535 |
|
Net cash generated from investing activities |
|
| 83,250 |
|
|
| 98,240 |
|
|
| 89,665 |
|
Net cash used in financing activities |
|
| (190,938 | ) |
|
| (301,401 | ) |
|
| (109,434 | ) |
Net (decrease) / increase in cash and cash equivalents |
|
| (4,183 | ) |
|
| (67,575 | ) |
|
| 81,766 |
|
Cash Flow Information
Operating activities
Fiscal year ended June 30, 2024
Our operating activities for the fiscal year ended June 30, 2024 generated net cash inflows of ARS 103,505 million, mainly due to: (i) operating income of ARS 159,102 million; (ii) a decrease in trade receivables and other receivables of ARS 4,766 million; partially offset by (iii) a decrease in trade and other payables of ARS 49,454 million; (iv) ARS 7,745 million related to Income Tax paid; and (v) a decrease in salaries and social security liabilities of ARS 2,015 million.
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Fiscal year ended June 30, 2023
Our operating activities for the fiscal year ended June 30, 2023 generated net cash inflows of ARS 135,586 million, mainly due to: (i) operating income of ARS 146,754 million; (ii) an increase in salaries and social security liabilities of ARS 3,418 million; partially offset by: (iii) ARS 10,752 million related to Income Tax paid; and (iv) an increase in trade receivables and other receivables of ARS 2,616 million.
Fiscal year ended June 30, 2022
Our operating activities for the fiscal year ended June 30, 2022 generated net cash inflows of ARS 101,535 million, mainly due to: (i) operating income of ARS 100,599 million; (ii) an increase in trade and other payables of ARS 4,997 million; partially offset by (iii) ARS 3,942 million related to Income Tax paid.
Investment activities
Fiscal year ended June 30, 2024
Our investing activities resulted in net cash inflows of ARS 83,250 million for the fiscal year ended June 30, 2024, mainly due to: (i) ARS 385,831 million from proceeds from disposal of investments in financial assets; (ii) ARS 46,437 million from proceeds from the sale of investment properties; (iii) ARS 23,781 million from proceeds from the sale of associates and joint ventures; (iv) ARS 11,295 million from dividends received from associates and joint ventures; (v) ARS 10,545 million from interest received; partially offset by: (vi) ARS 380,808 million used in the acquisition of investments in financial assets; and (vii) ARS 12,879 million used in the acquisition and improvements of investment properties.
Fiscal year ended June 30, 2023
Our investing activities resulted in net cash inflows of ARS 98,240 million for the fiscal year ended June 30, 2023, mainly due to: (i) ARS 162,815 million from proceeds from disposal of investments in financial assets; (ii) ARS 84,129 million from proceeds from the sale of investment properties; and (iii) ARS 9,017 million from proceeds from the sale of property, plant, and equipment; partially offset by: (iv) ARS 134,635 million used in the acquisition of investments in financial assets; and (v) ARS 21,935 million used in the acquisition and improvements of investment properties.
Fiscal year ended June 30, 2022
Our investing activities resulted in net cash inflows of ARS 89,665 million for the fiscal year ended June 30, 2022, mainly due to: (i) ARS 208,060 million from proceeds from the sale of investment properties; (ii) ARS 84,107 million from proceeds from disposal of investments in financial assets; and (iii) ARS 28,723 million from dividends received from associates and joint ventures; partially offset by: (iv) ARS 183,183 million used in the acquisition of investments in financial assets; and (v) ARS 49,131 million used in the acquisition and improvements of investment properties.
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Financing activities
Fiscal year ended June 30, 2024
Our financing activities for the fiscal year ended June 30, 2024 resulted in net cash outflows of ARS 190,938 million, mainly due to (i) the payment of dividends of ARS 152,418 million; (ii) the repayment of loans and principal on notes of ARS 102,065 million; (iii) interest paid of ARS 61,327 million; (iv) the repurchase of treasury shares for ARS 26,711 million; partially offset by (v) borrowings, issuance, and new placement of non-convertible notes for ARS 112,952 million; and (vi) ARS 38,626 million from collections of short term loans.
Fiscal year ended June 30, 2023
Our financing activities for the fiscal year ended June 30, 2023 resulted in net cash outflows of ARS 301,401 million, mainly due to (i) the payment of loans and principal on notes of ARS 249,731 million, (ii) ARS 119,945 million from dividends paid, (iii) ARS 48,659 million from interest paid, (iv) ARS 13,914 million from the repurchase of non-convertible notes and (v) the repurchase of treasury shares for ARS 6,479 million, partially offset by (vi) an increase in borrowings, issuance and new placement of non-convertible notes for ARS 142,890 million.
Fiscal year ended June 30, 2022
Our financing activities for the fiscal year ended June 30, 2022 resulted in net cash outflows of ARS 109,434 million, mainly due to (i) the payment of loans and principal on notes of ARS 87,510 million, (ii) ARS 65,563 million from interest paid, (iii) ARS 13,825 million from the repurchase of non-convertible notes, (iv) the payment of short term loans of ARS 8,003 million, and (v) the payment of borrowings with related parties for ARS 3,853 million, partially offset by (vi) an increase in borrowings, issuance and new placement of non-convertible notes for ARS 73,117.
Capital expenditures
Fiscal year ended June 30, 2024
During the fiscal year ended June 30, 2024, we invested ARS 16,910 million, as follows: (a) acquisitions and improvements of property, plant and equipment of ARS 3,327 million, primarily (i) ARS 493 million in buildings and facilities, (ii) ARS 1,082 million in machinery and equipment and others and (iii) improvements in our hotels Libertador, Llao Llao and Intercontinental (ARS 64 million, ARS 736 million and ARS 952 million, respectively); (b) improvements in our rental properties for ARS 9,991 million and (c) the development of properties for ARS 3,592 million.
Fiscal year ended June 30, 2023
During the fiscal year ended June 30, 2023, we invested ARS 25,583 million, as follows: (a) acquisitions and improvements of property, plant and equipment of ARS 2,946 million, primarily (i) ARS 41 million in buildings and facilities, (ii) ARS 1,126 million in machinery and equipment and others and (iii) improvements in our hotels Libertador, Llao Llao and Intercontinental (ARS 48 million, ARS 1,605 million and ARS 126 million, respectively); (b) improvements in our rental properties for ARS 13,033 million and (c) the development of properties for ARS 9,604 million.
Fiscal year ended June 30, 2022
During the fiscal year ended June 30, 2022, we invested ARS 78,437 million, as follows: (a) acquisitions and improvements of property, plant and equipment of ARS 2,683 million, primarily (i) ARS 89 million in buildings and facilities, (ii) ARS 424 million in machinery and equipment and others and (iii) improvements in our hotels Libertador, Llao Llao and Intercontinental (ARS 89 million, ARS 2,025 million and ARS 56 million, respectively); (b) improvements in our rental properties for ARS 22,674 million and (c) the development of properties for ARS 53,080 million.
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Indebtedness
The following table sets forth the scheduled maturities of our outstanding debt as of June 30, 2024:
|
| Total |
| |
|
| (in million of ARS) |
| |
Less than 1 year |
|
| 181,405 |
|
More than 1 and up to 2 years |
|
| 114,324 |
|
More than 2 and up to 3 years |
|
| 25,588 |
|
More than 3 and up to 4 years |
|
| 45,437 |
|
Total |
|
| 366,754 |
|
The following table sets forth the scheduled maturities of our outstanding debt as of June 30, 2024:
Description |
| Currency |
| Annual Average Interest Rate |
|
| Nominal value (in million) |
|
| Book value (in million of ARS) |
| |||
IRSA’s 2024 Notes – Series XIII (1) |
| USD |
|
| 3.90 | % |
|
| 15 |
|
|
| 13,688 |
|
IRSA’s 2028 Notes – Series XIV (2) |
| USD |
|
| 8.75 | % |
|
| 132 |
|
|
| 121,254 |
|
IRSA’s 2025 Notes – Series XV |
| USD |
|
| 8.00 | % |
|
| 62 |
|
|
| 58,124 |
|
IRSA’s 2025 Notes – Series XVI |
| USD |
|
| 7.00 | % |
|
| 28 |
|
|
| 26,482 |
|
IRSA’s 2025 Notes – Series XVII |
| USD |
|
| 5.00 | % |
|
| 25 |
|
|
| 22,826 |
|
IRSA’s 2027 Notes – Series XVIII |
| USD |
|
| 7.00 | % |
|
| 21 |
|
|
| 19,777 |
|
IRSA’s 2025 Notes – Series XIX |
| ARS |
| Badlar + 0.99 | % |
|
| 26,204 |
|
|
| 28,148 |
| |
IRSA’s 2026 Notes – Series XX |
| USD |
|
| 6.00 | % |
|
| 23 |
|
|
| 20,775 |
|
IRSA’s 2025 Notes – Series XXI |
| ARS |
| Badlar + 4.50 | % |
|
| 17,013 |
|
|
| 17,234 |
| |
Loans with non-controlling interests |
| USD |
|
| 5.00 | % |
|
| 1 |
|
|
| 1,866 |
|
Related Party |
| ARS |
| Badlar |
|
|
| 5 |
|
|
| 21 |
| |
Related Party |
| USD |
| Libor + 2.25 | % |
|
| - |
|
|
| 251 |
| |
Related Party |
| USD |
|
| 1.00 | % |
|
| - |
|
|
| 251 |
|
Bank loans |
| ARS |
|
| 25.00 | % |
|
| 4,000 |
|
|
| 4,112 |
|
Bank loans |
| ARS |
|
| 35.67 | % |
|
| 2,402 |
|
|
| 2,456 |
|
Others |
| USD |
|
| 3.50 | % |
|
| 3 |
|
|
| 3,793 |
|
Bank overdrafts |
| ARS |
| Float |
|
|
| - |
|
|
| 25,696 |
| |
Total |
|
|
|
|
|
|
|
|
|
|
|
| 366,754 |
|
(1) As of June 30, 2024, the amortization payment was made for 50% of the principal.
(2) As of June 30, 2024, the amortization payment was made for 17.5% of the principal.
Series XIII
On August 26, 2021, the company issued in the local market a total amount of USD 58.1 million through the following Notes:
| · | Series XIII: denominated in U.S. dollars and payable in Pesos at the applicable exchange rate for USD 58.1 million at a fixed rate of 3.9%, with semi-annual payments. The principal payment was set in three installments: 25% which was paid on August 26, 2023; 25% to pay on February 26, 2024; and 50% to pay on August 26, 2024. The price of issuance was 100.0% of the face value. On August 26, 2024, the Series XIII Notes were fully canceled at maturity. |
The proceeds were used to refinance short-term liabilities.
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Series XIV Notes
As a consequence of the regulations established by the Central Bank, on July 6, 2022, the company completed the exchange of its Series II Notes, originally issued by IRSA Commercial Properties S.A., in an aggregate principal amount of USD 360 million, maturing on March 23, 2023. On July 6, 2022, the expiration of the exchange was announced, USD 238,985,000 of Series II Notes were validly tendered and accepted, representing an acceptance of 66.38%. On July 8, the exchange offer was settled, the new Series XIV Notes were issued for an amount of USD 171.2 million and the Series II Notes were partially canceled, the outstanding principal amount is USD 121,015,000. On February 3, 2023, we announced the full redemption of the Series II notes, which was effective on February 8, 2023, and the Series II notes were fully canceled.
The exchange offered two alternatives:
- Option A: Cash payment for up to 30% of the total amount of participation in the exchange, and the difference to complete the exchanged face value, in Series XIV Notes with a premium of 1,015 times. For each USD 1,000 tendered, the bondholder received USD 493.18 in cash and USD 514.42 in Series XIV Notes. Under Option A, 60.83% of the notes which participated in the exchange were accepted.
- Option B: For each USD 1,000 of Series II Notes the bondholder received 1,030 of Series XIV Notes. Under Option B, 39.17% of the notes which participated in the exchange were accepted.
In both options, the interest accrued as of settlement date was paid.
Series XIV Notes were issued under New York Law, will mature on June 22, 2028 and will accrue interest at a fixed rate of 8.75%, with interest payable semi-annually on June 22 and December 22 of each year, until expiration. Amortization will be in annual installments payable on June 22 of each year, each for 17.5% from 2024 to 2027 and the remaining 30% on June 22, 2028. The issue price was 100%. On June 22, 2024, the Series XIV Notes were paid for 17.5% of their nominal value, corresponding to the first capital installment.
Series XIV Notes due 2028 are subject to certain covenants, events of default and limitations, such as the limitation on incurrence of additional indebtedness, limitation on restricted payments, limitation on transactions with affiliates, and limitation on merger, consolidation and sale of all or substantially all assets.
To incur additional indebtedness, IRSA is required to meet a minimum 2.00 to 1.00 Consolidated Interest Coverage Ratio. The Consolidated Interest Coverage Ratio is defined as Consolidated EBITDA divided by consolidated net interest expense. Consolidated EBITDA is defined as operating income plus depreciation and amortization and other consolidated non-cash charges.
The Series XIV Notes contain financial covenants limiting IRSA’s ability to declare or pay dividends in cash or in kind, unless the following conditions are met at the time of payment:
| (a) | no Event of Default shall have occurred and be continuing; |
|
|
|
| (b) | IRSA may incur at least USD 1.00 worth of additional debt pursuant to the “Restriction on Additional Indebtedness”; |
|
|
|
| (c) | and the aggregate amount of such dividend exceeds the sum of: |
| (i) | 100% of cumulative EBITDA for the period (treated as one accounting period) from July 1, 2020 through the last day of the last fiscal quarter ended prior to the date of such Restricted Payment minus an amount equal to 150% of consolidated interest expense for such period; and |
|
|
|
| (ii) | any reductions of Indebtedness of IRSA on a consolidated basis after the Issue Date any reductions of Indebtedness of after the Issue Date exchanged for to Capital Stock of the IRSA or its Subsidiaries. |
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Series XV and XVI Notes
On January 31, 2023, the company issued in the local market a total amount of USD 90 million through the following Notes:
| · | Series XV Notes denominated and payable in U.S. dollars for a total of USD 61.7 million at a fixed rate of 8.0%, with semi-annual payments. The principal payment will be in one installment at maturity on March 25, 2025. The issue price was 100.0% of the face value. |
|
|
|
| · | Series XVI Notes denominated and payable in U.S. dollars for a total of USD 28.2 million at a fixed rate of 7.0%, with semi-annual payments. The principal payment will be in one installment at maturity on July 25, 2025. The issue price was 100.0% of the face value. |
The proceeds were used mainly to refinance short-term liabilities and working capital.
Series XVII Notes
On June 7, 2023, the Company issued in the local market a total amount of USD 25 million of Series XVII Notes denominated and payable in U.S. dollars at a fixed rate of 5.0%, with semi-annual payments (except for the first interest payment, which will be nine months from the settlement). The capital payment will be done in one installment at maturity on December 7, 2025. The issue price was 100.0% of the face value.
The proceeds will mainly be used to refinance short-term liabilities and working capital.
Series XVIII and XIX Notes
On February 28, 2024, the Company issued in the local market a total amount of USD 52.6 million through the following Notes:
| · | Series XVIII Notes denominated and payable in U.S. dollars for a total of USD 21.4 million at a fixed rate of 7.0%, with semi-annual payments. The principal payment will be in one installment at maturity on February 28, 2027. The issue price was 100.0% of the face value. |
|
|
|
| · | Series XIX Notes denominated and payable in Pesos for a total of ARS 26,203.8 million, maturing on February 28, 2025. These notes have a variable rate (private Badlar plus a margin of 0.99%), payable quarterly and will amortize its capital at maturity. The issue price was 100%. |
Series XX and XXI Notes
On June 10, 2024, the Company issued in the local market a total amount of USD 42.0 million through the following Notes:
| · | Series XX Notes denominated and payable in U.S. dollars for a total of USD 23.0 million at a fixed rate of 6.0%, with semi-annual payments. The principal payment will be in one installment at maturity on June 10, 2026. The issue price was 100.0% of the face value. |
|
|
|
| · | Series XXI Notes denominated and payable in Pesos for a total of ARS 17,012.7 million maturing on June 10, 2025. These notes have a variable rate (private Badlar plus a margin of 4.50%), payable quarterly and will amortize its capital at maturity. The issue price was 100%. |
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C. Research and Development, Patents and Licenses, Etc.
We have several trademarks registered with the Instituto Nacional de la Propiedad Industrial, the Argentine institute for industrial property. We do not own any patents nor benefit from licenses from third parties.
D. Trend Information
International Macroeconomic Outlook
As reported in the IMF’s WEO, worldwide GDP is expected to grow 3.2% in 2024 and 3.3% 2025, according to the July 2024 WEO projections. Services price inflation is holding up progress on disinflation, which is complicating monetary policy normalization. Upside risks to inflation have thus increased, raising the prospect of higher-for-even-longer interest rates, in the context of escalating trade tensions and increased policy uncertainty. However, global inflation is already close to prepandemic levels for the median emerging market and developing economy
Global inflation is expected to decrease from 6.7% in 2023 to 5.9% in 2024 and to 4.4% in 2025, according to IMF’s WEO. The momentum on global disinflation is slowing, signaling bumps along the path. In advanced economies, the revised forecast is for the pace of disinflation to slow in 2024 and 2025. That is because inflation in prices for services is expected to be more persistent and commodity prices higher, although the gradual cooling of labor markets, together with an expected decline in energy prices, is expected to bring inflation back to target by the end of 2025. Inflation is expected to remain higher in emerging market and developing economies (and to drop more slowly) than in advanced economies.
The increase in inflation in the United States during the first quarter of 2024 has delayed policy normalization. At the same time, a number of central banks in emerging market economies remain cautious in regard to cutting rates owing to external risks triggered by changes in interest rate differentials and associated depreciation of those economies’ currencies against the U.S. dollar.
The escalation of trade tensions could further raise near-term inflation by increasing the cost of imported goods along the supply chain.
Trade tariffs, alongside a scaling up of industrial policies worldwide, can generate damaging cross‐border spillovers, as well as trigger retaliation. By contrast, policies that promote multilateralism and a faster implementation of macrostructural reforms could increase supply gains, productivity, and growth, with positive spillovers worldwide.
Argentine macroeconomic context
The accumulated CPI, as of September 30, 2024, inflation was recorded at 3.5%, bringing the cumulative inflation between July 1, 2024 and September 30, 2024, reached 12.1%.
Shopping malls sales reached a total ARS 463,761 million in June 2024, which represents a 165.3% increase as compared to June 2023. Accumulated sales for the first six months, represent a 220.5% in current terms and 0.7% increase in real terms as compared to the same period of 2023.
The INDEC reported that, for the seven months ended July 31, 2024, industrial activity in Argentina decreased by 5.4% compared to the same period in 2023. The textile industry accumulated a 15.2% decreases during the first seven months of 2024 as compared to the same period last year. Moreover, the EMAE as of July 31, 2024, decreased by 1.3% compared to the same month in 2023.
Regarding the balance of payments, in the second quarter of 2024 the current account surplus reached USD 3,580 million, with USD 6,016 million allocated to the goods and services trade balance, and USD 3,243 million to the net primary deficit, and a surplus of USD 716 million to net secondary income.
During the second quarter of 2024, the financial account recorded a net capital surplus of USD 2,720 million, which was the result of a net increase in external financial assets held by residents of USD 2,222 million and a net decrease in external liabilities of USD 498 million. This represents an increase in the net capital inflow of USD 1,561 million in relation to with what was estimated for the same quarter of the previous year.
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As of June 30, 2024, international reserves reached USD 29,022 million, which implied an accounting increase of USD 1,895 million compared to the previous quarter. This effect is mainly explained by balance of payments transactions for USD 1,694 million, and by a decreased of USD 201 million, driven by the changes in currencies parities.
In local financial markets, the Private Badlar rate in Pesos ranged from 93.31% to 36.06% in the period from July 2023 to June 2024, averaging 33.43% in June 2024 compared to 92.45% in June 2023. As of June 30, 2024, the seller exchange rate quoted by Banco de la Nación Argentina was ARS 912 per USD 1.00. As of June 30, 2024, Argentina’s country risk decreased by 606 basis points in year-on-year terms. The debt premium paid by Argentina was 1,455 basis points in June 2024, compared to 230 basis points paid by Brazil and 319 basis points paid by Mexico.
As of October 17, 2024, the Private Badlar rate in Pesos peaked at 40.625%. As of October 18, 2024, the seller exchange rate quoted by Banco de la Nación Argentina was ARS 984.50 per USD 1.00. Additionally, as a result of deepened currency controls, there is a difference between the official exchange rate in Argentina (which is currently used for both commercial and financial transactions) and other informal exchange rates that emerged due to certain commonly performed operations in the foreign exchange market, leading to a gap of approximately 18% above the official exchange rate as of October, 18, 2024. As of October 17, 2024, Argentina’s country risk decreased by 1,276 basis points in year-on-year terms. The debt premium paid by Argentina was at 1,100 basis points as of October 17, 2024, compared to 197 basis points paid by Brazil and 306 basis points paid by Mexico as of that same date.
Likewise, in the national and international framework described above, the Company periodically analyzes alternatives to appreciate its shares value. In that sense, the Board of Directors of the Company will continue focusing on the evaluation of financial, economic and / or corporate tools that allow the Company to improve its position in the market in which it operates and have the necessary liquidity to meet its obligations. Within the framework of this analysis, the indicated tools may be linked to corporate reorganization processes (merger, spin-off or a combination of both), disposal of assets in public and / or private form that may include real estate as well as negotiable securities owned by the Company, incorporation of shareholders through capital increases through the public offering of shares to attract new capital, repurchase of shares and instruments similar to those described that are useful to the proposed objectives.
Evolution of Shopping Malls in Argentina
In September 2024, the CCI showed a 5.9% decrease compared to August 2024, and a 10.1% decrease compared to September 2023. Shopping mall sales increased 186% in the fiscal 2024 compared to fiscal 2023. Accumulated sales for the first six months, represent a 220.5% in current terms and 0.7% increase in real terms as compared to the same period of 2023.
Evolution of Office Properties in Argentina
The corporate activity carried out remotely or virtual work that characterized this stage of confinement by Covid-19 brought with it a combination of lower demand, increased vacancies, and a slight decrease in the rental prices of category A + and A office buildings in Buenos Aires.
According to Colliers, the second quarter of 2024 closes with a vacancy in the order of 16.82% regarding the premium market of the City of Buenos Aires, stable when compared to the previous quarter.
Category A+ properties have an average Rental price of 22.4 USD/sqm and class A properties of 19.5 USD/sqm during the second quarter of the year 2024. Regarding the average price per submarket, Norte CABA, Puerto Madero, Plaza Roma and Catalinas reflect the highest with 26.85 USD/sqm, 24.66 USD/sqm, 24.14 USD/sqm and 24.12 USD/sqm respectively.
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Evolution of the Hotel industry in Argentina
According to the EOH prepared by INDEC, in June 2024, overnight stays at hotel and para-hotel establishments were estimated at 2.8 million, 18.2% less than the same month the previous year. Overnight stays by resident and nonresident travelers decreased by 18.8% and 15.8%, respectively. Total travelers who stayed at hotels during June 2024 were 1.2 million, a 19.3% decrease compared to the same month the previous year. The number of resident and nonresident travelers decreased by 19.0% and 20.7%, respectively. The Room Occupancy Rate in June 2024 was 35.5%, compared to a 44.1% of the same month the previous year. Moreover, the Bed Occupancy Rate for the same period was 27.2%, compared to a 33.0% of the same month the previous year.
Evolution of the Entertainment industry in Argentina
The first half of the fiscal year ended June 30, 2024 was characterized by volatility and uncertainty which are typically related to electoral processes, and the second half of the fiscal year ended June 30, 2024 was characterized by acceleration of inflation and an impact on economic activity. Both factors have affected the fair and entertainment business. Congress and convention activity has not yet recovered pre-pandemic levels, but there are prospects that Argentina will host important international conferences in the coming years.
The beginning of the fiscal year 2025 shows a slight recovery in the level of activity and a good flow of visitors, which enforce well perspectives for the entertainment segment as economic activity, directly related to the sector, begins to recover. We will continue working on the reduction and efficiency of the cost structure to sustain the profitability of the business and on a long-term strategic plan to cover more segments of the industry.
E. Critical Accounting Estimates
Not all of these significant accounting policies require management to make subjective or complex judgments or estimates. The following is intended to provide an understanding of the policies that management considers critical because of the level of complexity, judgment or estimations involved in their application and their impact on the Consolidated Financial Statements. These judgments involve assumptions or estimates in respect of future events. Actual results may differ from these estimates.
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Estimation | Main assumptions | Potential implications | Main references (1) | |
Control, joint control or significant influence | Judgment relative to the determination that the Company holds an interest in the shares of investees (considering the existence and influence of significant potential voting rights), its right to designate members in the executive management of such companies (usually the Board of directors) based on the investees’ bylaws; the composition and the rights of other shareholders of such investees and their capacity to establish operating and financial policies for investees or to take part in the establishment thereof. | Accounting treatment of investments as subsidiaries (consolidation) or associates (equity method) | Note 2.3 | |
Recoverable amounts of cash-generating units (even those including goodwill), associates and assets. | The discount rate and the expected growth rate before taxes in connection with cash-generating units. The discount rate and the expected growth rate after taxes in connection with associates. Cash flows are determined based on past experiences with the asset or with similar assets and in accordance with the Company’s best factual assumption relative to the economic conditions expected to prevail. Business continuity of cash-generating units. Appraisals made by external appraisers and valuators with relation to the assets’ fair value, net of realization costs (including real estate assets). | Should any of the assumptions made be inaccurate, this could lead to differences in the recoverable values of cash-generating units. | Note 8 – Investments in associates and joint ventures Note 10 – Property, plant and equipment Note 12 – Intangible assets | |
Estimated useful life of intangible assets and property, plant and equipment | Estimated useful life of assets based on their conditions. | Recognition of accelerated or decelerated depreciation by comparison against final actual earnings (losses). | Note 10 – Property, plant and equipment Note 12 – Intangible assets | |
Fair value valuation of investment properties | Fair value valuation made by external appraisers and valuators. See Note 10. | Incorrect valuation of investment property values | Note 9 – Investment properties | |
Income tax | The Company estimates the income tax amount payable for transactions where the Treasury’s Claim cannot be clearly determined. Additionally, the Company evaluates the recoverability of assets due to deferred taxes considering whether some or all of the assets will not be recoverable. | Upon the improper determination of the provision for income tax, the Company will be bound to pay additional taxes, including fines and compensatory and punitive interest. | Note 21 – Taxes | |
Allowance for doubtful accounts | A periodic review is conducted of receivables risks in the Company’s clients’ portfolios. Bad debts based on the expiration of account receivables and account receivables’ specific conditions. | Improper recognition of charges / reimbursements of the allowance for bad debt. | Note 15 – Trade and other receivables | |
Level 2 and 3 financial instruments | Main assumptions used by the Company are: | Incorrect recognition of a charge to income / (loss). | Note 14 – Financial instruments by category | |
| · | Discounted projected income by interest rate |
|
|
| · | Values determined in accordance with the shares in equity funds on the basis of its Financial Statements, based on fair value or investment assessments. |
|
|
| · | Comparable market multiple (EV/GMV ratio). |
|
|
| · | Underlying asset price (Market price); share price volatility (historical) and market interest-rate (Libor rate curve). |
|
|
Probability estimate of contingent liabilities. | Whether more economic resources may be spent in relation to litigation against the Company; such estimate is based on legal advisors’ opinions. | Charge / reversal of provision in relation to a claim. | Note 19 – Provisions | |
Qualitative considerations for determining whether or not the replacement of the debt instrument involves significantly different terms | The entire set of characteristics of the exchanged debt instruments, and the economic parameters represented therein: Average lifetime of the exchanged liabilities; Extent of effects of the debt terms (linkage to index; foreign currency; variable interest) on the cash flows from the instruments. | Classification of a debt instrument in a manner whereby it will not reflect the change in the debt terms, which will affect the method of accounting recording. | Note 14 – Financial instruments by category | |
(1) Reference to notes to our Audited Consolidated Financial Statements.
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ITEM 6. Directors, Senior Management and Employees
A. Directors and Senior Management
Board of Directors
Under the Argentine General Corporation Law, corporations are managed by a board of directors elected at a shareholders’ meeting. Pursuant to section 59 of the Argentine General Corporation Law, directors have the obligation to perform their duties with the loyalty and the diligence of a prudent business person. Directors are jointly and severally liable to the company, the shareholders and third parties for the improper performance of their duties, for violating the law, the company’s by-laws or regulations, if any, and for any damage caused to these parties by fraud, abuse of authority or negligence, as provided for in Section 274 of the Argentine General Corporation Law. The following concepts are considered an integral part of a director’s duty of loyalty: (i) the prohibition to use the company’s assets and confidential information for private purposes; (ii) the prohibition to take advantage of, or allow others to take advantage, by action or omission, of the company’s business opportunities; (iii) the obligation to exercise their powers only for the purposes set forth by law, the bylaws of the company, or the resolutions of the shareholders or the board of directors; (iv) the obligation to act diligently in the preparation and disclosure of the information provided to the market and to ensure the independence of the company’s external auditors; and (v) the obligation to look after the company’s best interests, so that the actions of the board of directors are not contrary, directly or indirectly, to those interests. In accordance with the Argentine General Corporation Law, specific functions may be assigned to a director by statute or a resolution of the general shareholders’ meeting. In such cases, the attribution of responsibility will be based on individual performance, provided that the assignment of specific functions had been registered in the Public Registry. Under the Argentine General Corporation Law, directors cannot perform activities in competition with the company without the express authorization of the shareholders’ meeting. Directors must inform the board and the supervisory committee about any conflict of interest they may have regarding a proposed transaction and must abstain from voting on such matters.
A director shall not be responsible for the decisions taken in a board of directors’ meeting as long as he or she states his or her opposition in writing and informs the supervisory committee before any claim arises. Except in the event of a mandatory liquidation or bankruptcy, a director’s performance approved by the company’s shareholders releases such director of any liability for his performance, unless shareholders representing 5% or more of the company’s capital stock object to that approval, or the decision is taken in violation of the applicable laws or the company’s by-laws. The company is entitled to file judicial actions against a director if a majority of the company’s shareholders at a shareholders’ meeting requests that action. If the company does not initiate a legal claim within three (3) months since the shareholders resolution was approved, any shareholder will be entitled to file the claim on the company’s behalf.
Under the Argentine General Corporation Law, the board of directors is in charge of the management of the company and, therefore, makes any and all decisions in connection therewith, as well as those decisions expressly provided for in the Argentine General Corporation Law, our by-laws and other applicable regulations. Furthermore, our board of directors is generally responsible for the execution of the resolutions passed by shareholders’ meetings and for the performance of any particular task expressly delegated by the shareholders. Under the Argentine General Corporation Law, the duties and responsibilities of an alternate director, when acting in the place of a director on a temporary or permanent basis, are the same as those discussed above for directors, and they have no other duties or responsibilities as alternate directors.
Our bylaws provide that our board of directors will consist of a minimum of six and a maximum of fifteen regular directors and the same or fewer number of alternate directors. Our directors are elected for three-fiscal year terms by a majority vote of our shareholders at a general ordinary shareholders’ meeting and may be re-elected indefinitely.
As of the date of this Annual Report, our board of directors is composed of twelve regular directors and three alternate directors. Alternate directors will be summoned to exercise their functions in case of absence, vacancy or death of a regular director or until a new director is appointed.
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The table below shows the composition of our board or directors. For more information see “Recent Developments – General Ordinary and Extraordinary Shareholders’ Meeting”:
Name |
| Date of Birth |
| Position |
| Year Last Appointed |
| Term Expiration |
| Position Held Since |
Eduardo S. Elsztain |
| 01/26/1960 |
| Chairman |
| 2021 |
| 2024 |
| 1991 |
Saúl Zang |
| 12/30/1945 |
| Vice-Chairman I |
| 2021 |
| 2024 |
| 1994 |
Alejandro G. Elsztain |
| 03/31/1966 |
| Vice-Chairman II |
| 2022 |
| 2025 |
| 2001 |
Fernando Adrián Elsztain |
| 01/04/1961 |
| Director |
| 2023 |
| 2026 |
| 1999 |
David Williams (*) |
| 12/07/1955 |
| Director |
| 2022 |
| 2025 |
| 2022 |
Mauricio E. Wior |
| 10/23/1956 |
| Director |
| 2021 |
| 2024 |
| 2006 |
Daniel Ricardo Elsztain |
| 12/22/1972 |
| Director |
| 2023 |
| 2026 |
| 2007 |
Maria Julia Bearzi (*) |
| 11/15/1975 |
| Director |
| 2022 |
| 2025 |
| 2019 |
Oscar Pedro Bergotto (*) |
| 07/19/1943 |
| Director |
| 2023 |
| 2026 |
| 2019 |
Liliana L. De Nadai (*) |
| 01/11/1959 |
| Director |
| 2022 |
| 2025 |
| 2019 |
Ben Iosef Elsztain |
| 01/16/1997 |
| Director |
| 2021 |
| 2024 |
| 2021 |
Nicolas Bendersky |
| 04/21/1983 |
| Director |
| 2023 |
| 2026 |
| 2022 |
Gabriel A. G. Reznik |
| 11/18/1958 |
| Alternate Director |
| 2022 |
| 2025 |
| 2019 |
Iair Elsztain |
| 03/05/1995 |
| Alternate Director |
| 2023 |
| 2026 |
| 2020 |
Marcos Oscar Barylka |
| 06/29/1945 |
| Alternate Director |
| 2022 |
| 2024 |
| 2022 |
____________________
(*) Independent directors.
Our chairman Mr. Eduardo S. Elsztain is the father of the director Iair Elsztain and the alternate Director Ben Elsztain. Eduardo S. Elsztain is the brother of Vice-Chairman II Alejandro G. Elsztain and of director Daniel R. Elsztain, and a cousin of director Fernando A. Elsztain.
Set forth below are brief descriptions of the relevant background and experience of our directors:
Eduardo S. Elsztain. Mr. Eduardo S. Elsztain has been engaged in the real estate business for more than thirty years. He is the Chairman of the Board of Directors of CRESUD, Banco Hipotecario, BACS Banco de Crédito & Securitización S.A., Futuros y Opciones.Com S.A., BrasilAgro Companhia Brasileira de Propriedades Agrícolas Ltda., Austral Gold Ltd. and Consultores Assets Management S.A., among other companies. He also Chairs Fundación IRSA, is a member of the World Economic Forum, the Council of the Americas, the Group of Fifty and the Argentine Business Association (AEA), among others. He is co-founder of Endeavor Argentina and serves as Vice President of the World Jewish Congress.
Saúl Zang. Mr. Zang holds a law degree from the Universidad de Buenos Aires. He is a member of the International Bar Association and of the Interamerican Federation of Lawyers. He is a founding partner of Zang, Bergel & Viñes Law Firm. Mr. Zang is Vice-Chairman of CRESUD, Consultores Assets Management S.A. and other companies such as Fibesa S.A. and Chairman at Puerto Retiro S.A. He is also director of Banco Hipotecario, BrasilAgro Companhia Brasileira de Propriedades Agrícolas Ltda., BACS Banco de Crédito & Securitización S.A., Nuevas Fronteras S.A., and Palermo Invest S.A., among other companies.
Alejandro Gustavo Elsztain. Mr. Alejandro Gustavo Elsztain holds an agricultural engineer degree from the Universidad de Buenos Aires. He completed the Advanced Management Program at Harvard Business School. He is currently serving as Vice-President II and CEO of CRESUD, and Vice President of Futuros y Opciones.Com S.A. and Hoteles Argentinos S.A.U. He is also director of BrasilAgro Companhia Brasileira de Propriedades Agrícolas Ltda., a Brazilian agricultural company and Agrofy, among other companies.
Fernando Adrián Elsztain. Mr. Fernando Adrián Elsztain holds an architecture degree from Universidad de Buenos Aires. He has been engaged in the real estate business as a consultant and as managing officer of a real estate company. He is Chairman of the Board of Directors of Hoteles Argentinos S.A.U. and Nuevas Fronteras S.A. He is also a director of CRESUD, Puerto Retiro S.A. and Llao Llao Resorts S.A.
David Williams. Mr. Williams holds a bachelor’s degree in business administration from Tufts University and a law degree from Georgetown University School of Law. He has focused on cross-border corporate transactions in Latin America for more than 25 years. He specializes in mergers and acquisitions, corporate and project finance, restructuring, corporate governance, and other complex corporate matters.
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Mauricio Elías Wior. Mr. Wior holds bachelor’s degrees in economics and accounting, and a master’s degree in finance from Tel Aviv University. Mr. Wior is currently a member of the board of directors of Banco Hipotecario and Chairman in BHN Vida Sociedad de Inversión S.A. He has held positions at Bellsouth where he was Vice President for Latin America from 1995 to 2004. Mr. Wior was also Chief Executive Officer of Movicom Bellsouth from 1991 to 2004. In addition, he led the operations of various cellular phone companies in Uruguay, Chile, Peru, Ecuador and Venezuela. He was president of the Asociación Latinoamericana de Celulares (ALCACEL), American Chamber of Commerce in Argentina, and the Israeli Argentine Chamber of Commerce. He was director of Instituto para el Desarrollo Empresarial de la Argentina (IDEA), Fundación de Investigaciones Económicas Latinoamericanas (FIEL) and Tzedaka. He was also Director of GCDI S.A. (formerly TGLT S.A.), Chairman of Shufersal Israel and Vice Chairman of Cellcom Israel.
Daniel Ricardo Elsztain. Mr. Daniel Ricardo Elsztain holds a degree in economic sciences from Universidad Torcuato Di Tella and a master’s degree in business administration from Universidad Austral IAE. He previously held the position of Commercial and Marketing Manager and has been in charge of the real estate investments in New York between 2008 and 2011 and he has been the Company Executive Officer of IRSA Propiedades Comerciales S.A. He is also a director of Banco Hipotecario.
Maria Julia Bearzi. Ms. Bearzi holds a degree in administration from the Universidad Nacional de La Plata and has a specialization in Growth Companies from Harvard University and a master’s degree in business administration from Universidad de San Andrés. She has more than 20 years of experience working for entrepreneurial development at the Endeavor Foundation, and since 2016 she has been the Executive Director of this organization. She has extensive experience in entrepreneurship education, currently she leads the Ventures Academy program at Endeavor in conjunction with the University of San Andrés and teaches the Business Development course in the MBA at the National University of La Plata (UNLP).
Oscar Pedro Bergotto. Mr. Bergotto has worked as auditor at the Banco de la Nación Argentina and CFO in Isaac Elsztain e Hijos SCA. Between 1987 and 2008 he worked as treasurer of IRSA Inversiones y Representaciones S.A.
Liliana De Nadai. Ms. De Nadai holds an accounting degree from the Universidad de Buenos Aires in 1983. Since 2003, she has advised various companies such as banks, consultants and accounting firms in financial and banking areas; and accounting, tax and money laundering prevention system and administrative, accounting, financial management consultants in financial and banking companies. Throughout her career, she has attended several professional practice courses at the Professional Council of Economic Sciences of the City of Buenos Aires and continues to carry out ongoing training at said Council.
Ben Iosef Elsztain. Mr. Ben Iosef Elsztain studied Media at ORT Technical School. Throughout his career, he has been very active in the entrepreneurial ecosystem. He is currently the CEO of ¡appa!, an innovative application dedicated to shopping centers, and the founder and Managing Partner of Shefa Ventures, the corporate venture capital of IRSA, which has recently evolved to become a holding company focused on being the innovation and digitalization arm of the group. Previously, he worked for Endeavor Argentina, in the area of entrepreneur search and selection, and before that, he founded and was the Commercial Manager of Toch Argentina until 2017.
Nicolas Bendersky. Mr. Bendersky has a degree in Economics and a Master’s in Finance from CEMA University. He began his career in 2001 in the corporate finance area of IRSA and CRESUD and between 2004 and 2014, he held various positions at Consultores Asset Management where he currently works as CIO. Between 2015 and 2021, he served on the boards of numerous leading public and private companies in Israel and is currently a regular member of the Board of Banco Hipotecario, Bacs Banco de Crédito y Securitización S.A. and CRESUD.
Gabriel A. G. Reznik. Mr. Reznik holds a civil engineering degree from Universidad de Buenos Aires. He worked for us from 1992 until May 2005, when he resigned. He had previously worked for an independent construction company in Argentina. He is an alternate director in CRESUD.
Iair Elsztain. Mr. Elsztain is currently working independently on real estate projects. Over the past two years, he has worked at various startups. He is a member of the Board of Directors and founder of Israel Startup Experience (ISE) (Israel Startup Experience), an experience for young people during 8 months in Israel and he is also alternate director in CRESUD.
Marcos Oscar Barylka. Mr. Barylka obtained a degree in commercial activities from the Gral. San Martín School. Mr. Barylka has been involved in the retail and the gastronomy industries for over 35 years, having served as partner, manager and consultant for several companies. Since 2006, Mr. Barylka has served as Secretary of the Fundación Pele Ioetz, which provides support to families suffering economic and social problems in Argentina.
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Employment Contracts with certain members of our Board of Directors
Messrs. Eduardo S. Elsztain, Saúl Zang, Alejandro Gustavo Elsztain and Fernando A. Elsztain are employed by us pursuant to Labor Contract Law No. 20,744. Law No. 20,744 governs certain conditions of the labor relationship, including remuneration, protection of wages, hours of work, holidays, paid leave, maternity protection, and suspension and termination of the contract.
Executive Committee
Pursuant to our bylaws, our day-to-day business is managed by an executive committee, in which one is the Chairman, one is Vice-Chairman I and one is Vice-Chairman II of our board of directors. The current members of the executive committee are Messrs. Eduardo S. Elsztain, Saúl Zang, Alejandro Elsztain, Daniel R. Elsztain and Fernando Elsztain, as regular members. The executive committee meets as needed by our business, or at the request of one or more of its members.
The executive committee is responsible for the management of our business pursuant to the authority delegated by our board of directors in accordance with applicable law and our bylaws. Pursuant to Section 269 of the Argentine General Corporation Law, the executive committee is only responsible for the management of the day-to-day business. Our bylaws authorize the executive committee to: designate the managers of our Company and establish the duties and compensation of such managers; grant and revoke powers of attorney on behalf of our Company; hire, discipline and fire personnel and determine wages, salaries and compensation of personnel; enter into contracts related to our business; manage our assets; enter into loan agreements for our business and establish liens to secure our obligations; and perform any other acts necessary to manage our day-to-day business.
Senior Management
Our board of directors appoints and removes senior management. The following table shows information regarding our senior management appointed by our board of directors:
Name |
| Date of Birth |
| Position |
| Position Held Since |
Eduardo S. Elsztain |
| 01/26/1960 |
| Chief Executive Officer |
| 1991 |
Matías I. Gaivironsky |
| 02/23/1976 |
| Chief Administrative and Financial Officer |
| 2011 |
Jorge Cruces |
| 11/07/1966 |
| Chief Investment Officer |
| 2020 |
Arnaldo Jawerbaum |
| 08/13/1966 |
| Chief Operating Officer |
| 2020 |
For the relevant background and experience of our senior management, see “Board of Directors” in this section. The following is a brief biographical description of our senior managers who are not part of our boards of directors:
Matías Iván Gaivironsky. Mr. Matías Gaivironsky holds a degree in business administration from Universidad de Buenos Aires and a master’s degree in finance from Universidad del CEMA. Since 1997 he has served in various positions at IRSA Commercial Properties, IRSA, CRESUD and in 2009 he was appointed CFO of Tarshop. Since 2011, he serves as Chief Administrative and Financial Officer of IRSA and CRESUD. Mr. Gaivironsky is also director of Banco Hipotecario and BrasilAgro Companhia Brasileira de Propriedades Agrícolas Ltda.
Jorge Cruces. Mr. Cruces serves as Chief Investment Officer. He has been Manager of Urban Development at Banco Hipotecario. He is a member of the Board of Directors of the Business Chamber of Urban Developers. He is also the Coordinator of the Executive Program of Real Estate Management at Universidad Torcuato Di Tella. Mr. Cruces is an architect and graduated from the Universidad de Belgrano with a master’s degree in Business Administration, with a focus on Finance and Strategic Administration.
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Arnaldo Jawerbaum. Mr. Jawerbaum holds an architecture degree from Universidad de Belgrano. With a career of more than 20 years in the Company, he has served as Commercial Manager from 1997 to 2002, Marketing Manager in Fibesa S.A. from 2003 to 2017 and Chief Investment Officer from 2017 to 2020.
Supervisory Committee
The Argentine General Corporation Law and the Argentine Capital Market Law require any corporation that has made a public offering in Argentina, such as us, to have a supervisory committee (comisión fiscalizadora). Pursuant to the Argentine General Corporation Law, only lawyers and accountants admitted to practice in Argentina or civil partnerships composed of such persons may serve as statutory auditors in an Argentine sociedad anónima.
The primary responsibilities of the supervisory committee are to monitor the management’s compliance with the Argentine General Corporation Law, the applicable bylaws, regulations, if any, and the shareholders’ resolutions, and to perform other functions, including, but not limited to: (i) supervise and inspect the corporate books and records whenever necessary, but at least quarterly; (ii) attend meetings of the directors, executive committee, audit committee and shareholders; (iii) prepare an annual report concerning our financial condition and submit it to our shareholders at the ordinary annual meeting; (iv) provide certain information regarding the company, in response to the request of shareholders representing at least 2% of the capital stock; (v) call an extraordinary shareholders’ meeting when necessary, on its own initiative or at the request of the shareholders, or an ordinary one when our boards of directors fails to do so; (vi) supervise and monitor compliance with laws and regulations, the applicable bylaws and the shareholders’ resolutions; and (vii) investigate written complaints made by shareholders representing at least 2% of the capital stock.
In performing these functions, our supervisory committees do not control our operations or assess the merits of the decisions made by the directors. The duties and responsibilities of an alternate statutory auditor, when acting in the place of a statutory auditor on a temporary or permanent basis, are the same as those discussed above for statutory auditors. They have no other duties or responsibilities as alternate statutory auditors.
Our supervisory committee (comisión fiscalizadora) is responsible for reviewing and supervising our administration and affairs and verifying compliance with our bylaws and resolutions adopted at the shareholders’ meetings. The members of our supervisory committee are appointed at our annual general ordinary shareholders’ meeting for a one-fiscal year term. Our supervisory committee is composed of three regular members and three alternate members and pursuant to Section 294 of the Argentine General Corporation Law must meet at least every three months.
The following table shows information about the members of our supervisory committee, who were elected at the annual ordinary shareholders’ meeting held on October 5, 2023. For more information, see “Recent Developments – General Ordinary and Extraordinary Shareholders’ Meeting.”
Name |
| Date of Birth |
| Position |
| Term Expiration |
| Position Held Since |
José D. Abelovich |
| 07/20/1956 |
| Member |
| 2024 |
| 1992 |
Marcelo H. Fuxman |
| 11/30/1955 |
| Member |
| 2024 |
| 1992 |
Noemí I. Cohn |
| 05/20/1959 |
| Member |
| 2024 |
| 2010 |
Roberto D. Murmis |
| 04/07/1959 |
| Alternate Member |
| 2024 |
| 2005 |
Paula Sotelo |
| 10/08/1971 |
| Alternate Member |
| 2024 |
| 2020 |
Cynthia Deokmellian |
| 08/06/1976 |
| Alternate Member |
| 2024 |
| 2022 |
Set forth below are brief descriptions of the relevant background and experience of the members of our supervisory committee:
José Daniel Abelovich. Mr. Abelovich holds an accounting degree from the Universidad de Buenos Aires. He is a founding member and partner of NEXIA Abelovich, Polano & Asociados S.R.L., a member firm of Nexia International, a global network of accounting and consulting firms. He is a member of the Supervisory Committees of CRESUD, Pampa Energía S.A., and Banco Hipotecario, among other companies.
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Marcelo Héctor Fuxman. Mr. Fuxman holds an accounting degree from the Universidad de Buenos Aires. He is a partner of NEXIA Abelovich, Polano & Asociados S.R.L., a member firm of Nexia International, a global network of accounting and consulting firms. He is also a member of the Supervisory Committees of CRESUD, Inversora Bolívar S.A. and Banco Hipotecario, among other companies.
Noemí Ivonne Cohn. Ms. Cohn holds an accounting degree from the Universidad de Buenos Aires. She is a partner at NEXIA Abelovich, Polano & Asociados S.R.L., a member firm of Nexia International, a global network of accounting and consulting firms. Ms. Cohn worked in the audit area of Harteneck, Lopez y Cía., Coopers & Lybrand in Argentina and Los Angeles, California. She is also a member of the Supervisory Committees of CRESUD, Futuros y Opciones.com S.A. and Panamerican Mall S.A., among other companies.
Roberto Daniel Murmis. Mr. Murmis holds accounting and law degrees from the Universidad de Buenos Aires. He is a partner at NEXIA Abelovich, Polano & Asociados S.R.L., a member firm of Nexia International, a global network of accounting and consulting firms. He is a member of the Tax Affairs Commission and of the General Council of the Argentine Chamber of Commerce. He formerly served as an advisor to the Secretariat of Public Revenue (Secretaría de Ingresos Públicos) of the Argentine Ministry of Economy. Mr. Murmis also is a member of the supervisory committees of CRESUD, Futuros y Opciones.com S.A. and Arcos del Gourmet S.A., among other companies.
Paula Sotelo. Ms. Sotelo holds an accounting degree from Universidad de Buenos Aires. She is a partner at NEXIA Abelovich, Polano y Asociados S.R.L., an accounting firm from Argentina that is a member of Nexia International, a global network of accounting and consulting firms. Previously, she was Senior Manager in the audit area of KPMG Argentina and also worked in the professional practice department at KPMG New York. She is a member of the Supervisory Committees of CRESUD, Hoteles Argentinos S.A.U., Futuros y Opciones.Com and FyO Acopio S.A., among others.
Cynthia Deokmellian. Ms. Deokmellian holds an accounting degree from Universidad de Buenos Aires. She is a partner at NEXIA Abelovich, Polano y Asociados S.R.L., an accounting firm from Argentina that is a member of Nexia International, a global network of accounting and consulting firms. Previously, she was Senior Manager in the audit area of KPMG. She is a member of the Supervisory Committees of CRESUD, Futuros y Opciones.Com y FyO Acopio S.A., among others.
Internal Control
Management uses the 2013 COSO Report to assess the effectiveness of internal control over financial reporting.
The 2013 COSO Report sets forth that internal control is a process performed by the Board of Directors, management and other personnel, designed to provide reasonable assurance regarding the achievement of the entity’s objectives in the following categories:
| · | Effectiveness and efficiency of operations |
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|
|
| · | Reliability of financial reporting, and |
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| · | Compliance with applicable laws and regulations |
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Based on the above, the company’s internal control system involves all the levels actively involved in exercising control:
| · | the Board of Directors, by establishing the objectives, principles and values, setting the tone at the top and making the overall assessment of results; |
|
|
|
| · | the management of each area is responsible for the internal control in relation to objectives and activities of the relevant area, i.e. the implementation of policies and procedures to achieve the results of the areas and, therefore, those of the entity as a whole; |
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|
| · | the rest of the personnel plays a role in exercising control, by generating information used in the control system or taking action to ensure control. |
Audit Committee
In accordance with the Capital Market Law No. 26,831 (the “Argentine Capital Market Law”), its regulatory decree 1,023 and the CNV Rules the Board of Directors has an Audit Committee. The main function of this committee is to assist the Board of Directors in: (i) exercising its duty of care, diligence and competence in issues relating to us, specifically as concerns the enforcement of accounting policies, and disclosure of accounting and financial information, (ii) management of our business risk, the management of our internal control systems, (iii) behavior and ethical conduct of the Company’s businesses, (iv) monitoring the sufficiency of our financial statements, (v) our compliance with the laws, (vi) independence and competence of independent auditors, (vii) performance of our internal audit duties both by our Company and the external auditors and (viii) it may render, upon request of the Board of Directors, its opinion on whether the conditions of the related parties’ transactions for relevant amounts may be considered reasonably sufficient under normal and habitual market conditions.
In accordance with the provisions of the Argentine Capital Market Law, the CNV Rules and the applicable rules of the SEC, our Audit Committee is made up by three Board members who qualify as independent directors.
Currently, we have a fully independent Audit Committee composed of Messrs. Oscar Pedro Bergotto, Liliana De Nadai and Maria Julia Bearzi, who is also designated as financial expert in compliance with the requirements of the SEC regulations.
Aspects related to the decision-making processes and internal control system of the Company
The decision-making process is led in the first place by the Executive Committee in exercise of the duties and responsibilities granted to it under the bylaws. As part of its duties, a material aspect of its role is to draft the Company’s strategic plan and annual budget projections, which are submitted to the Board of Directors for review and approval.
The Executive Committee analyzes the objectives and strategies that will be later considered and resolved by the Board of Directors and outlines and defines the main duties and responsibilities of the various management departments.
The Company’s internal control system also involves all levels that participate in active control: the Board of Directors establishes the objectives, principles and values, it provides general guidance and assesses global results; the Departments are responsible for compliance with internal policies, procedures and controls to achieve results within their sectors and –of course- achieve the results for the entire organization, and the other personnel members also have a role in exercising control upon generating information used by the control system, or by taking certain actions to ensure control.
In addition, the Company has an Internal Audit Department reporting to the CEO that is responsible for overseeing compliance with internal controls by the departments above mentioned issuing reports that are also presented to the Audit Committee.
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B. Compensation
Board of Directors
Under the Argentine General Corporation Law, if the compensation of the members of the Board of Directors and the Supervisory Committee is not established in the bylaws of the Company, it should be determined by the shareholders’ meeting. The maximum amount of total compensation to the members of the Board of Directors and the Supervisory Committee, including compensation for technical or administrative permanent activities, cannot exceed 25% of the earnings of the company. That amount should be limited to 5% when there is no distribution of dividends to shareholders and will be increased in proportion to the distribution up to such limit if all earnings are distributed. For purposes of applying this provision, the reduction in the distribution of dividends derived from reducing the Board of Directors’ and Supervisory Committee’s fees will not be considered.
When one or more directors perform special commissions or technical or administrative activities, and there are no earnings to distribute, or they are reduced, the shareholders meeting may approve compensation in excess of the above mentioned limits. The compensation of our directors for each fiscal year is determined pursuant to the Argentine Corporation Law and taking into consideration whether the directors performed technical or administrative activities and our fiscal year’s results. Once the amounts are determined, they are considered at the shareholders’ meeting.
At our annual ordinary shareholders meeting held on October 5, 2023, the shareholders agreed to pay an aggregate compensation of ARS 9,050.0 million to all the members of the Board of Directors for the fiscal year ended June 30, 2023, for technical and administrative duties discharged by the directors, which compensation is commensurate with the reasonableness standards governing remunerations for the performance of executive tasks and has taken into account the Board members’ technical and operating skills and capabilities and their business expertise together with the commitment with their duties and, in the particular year under consideration, the successful outcome of their performance in connection with the debt refinancing and repayment process and the Company’s financial management, along with comparable market criteria for companies of similar standing, all the foregoing in accordance with the corporate governance practices set forth in the Corporate Governance Code
This compensation approved by the annual ordinary shareholders’ meeting pertains to the Company’s individual board and does not consider inflation adjustment. For accounting purposes, the consolidated compensation for the Board of Directors accrued during the fiscal years ended June 30, 2024 and 2023 was ARS 13,397 million and ARS 33,695 million, respectively.
For more information, please see “Recent Developments - General Ordinary and Extraordinary Shareholders’ Meeting”.
Senior Management
We pay our senior management pursuant to a fixed amount, established by taking into consideration their background, capacity and experience and an annual bonus which varies according to their individual performance and the Company’s overall results.
The total aggregate compensation paid to our Senior Management (excluding Directors) for the fiscal year ended June 30, 2024 was ARS 1,316.5 million.
For more information, please see “Recent Developments - General Ordinary and Extraordinary Shareholders’ Meeting”.
Supervisory Committee
The shareholders meeting held on October 5, 2023, approved by majority vote the payment of fees to the Supervisory Committee for the duties performed during the fiscal year ended June 30, 2023 for an aggregate amount of ARS 8.5 million.
Audit Committee
The members of our Audit Committee do not receive compensation in addition to those received for their services as members of our Board of Directors.
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Compensation Plan for Executive Management
Since 2006, we have developed a capitalization program through contributions made by employees and the Company. The participation and contributions to the plan are voluntary. Once the beneficiary has accepted, they can make monthly contributions of up to 2.5% of their salary, and the Company’s contribution will be equivalent to the amount contributed by the beneficiary. Employee contributions are transferred to a mutual fund and Company’s contributions are held in a trust. Individual participants may direct the trustee to invest their accounts in authorized investment alternatives.
Participants will have access to 100% of the plan benefits (including the Company’s contributions) in the following cases:
| 1. | ordinary retirement in accordance with applicable labor regulations; |
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| 2. | total or permanent incapacity or disability; or |
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| 3. | death. |
In the case of resignation or unjustified dismissal, the beneficiary will obtain the amounts resulting from the Company’s contributions only if they have participated in the plan for at least five years, subject to certain conditions. In the case that the conditions are not met, the contributed funds remain at the participant’s disposal.
Contribution expense was ARS 1,403 million and ARS 1,287 million for the fiscal years ended June 30, 2024 and 2023, respectively.
On July 1, 2023, a new incentive program came into effect aimed for key leadership positions. This program includes an extraordinary monetary sum to be paid three years from the start of the plan, subject to the fulfillment of pre-established operational and business growth goals.
Incentive Program
The Company developed a stock incentive plan between 2011 and 2014, which was approved by the CNV in accordance with the new CML. The beneficiaries under the Executive Plan were invited to participate by our Board of Directors, and their decision access the plan was voluntary. The Company’s share-based contributions were calculated based on their annual bonus for those years.
In the future, participants will have access to 100% of the benefit (the IRSA shares contributed by the Company) in the following cases:
| · | If an employee resigns or is dismissed without cause, will be entitled to the benefit only if 5 years have elapsed since the moment of each contribution; |
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| · | total or permanent disability; or |
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| · | death. |
While participants are part of the program and until the aforementioned conditions are met to receive the shares corresponding to the contributions based on the 2011 to 2013 bonus, participants will receive the economic rights corresponding to the shares assigned to them. In case that the conditions are not met, the contributed funds remain at the participant’s disposal.
As regards the year 2014, the program sets forth an extraordinary reward consisting of freely available stock payable in a single opportunity on a date to be determined by the Company. The date was fixed for June 26, 2015, for payroll employees of IRSA, IRSA CP, PAMSA, Emprendimiento Recoleta S.A., ARCOS and FIBESA S.A. who received IRSA’s shares.
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Additionally, the Company has decided to grant a bonus in shares to all the personnel with more than two years of service and who do not participate in the program described above. This bonus consisted of a number of shares equivalent to their compensation for June 2014.
The shares allocated to the Executive Plan by the Company are shares acquired in 2009, which the Shareholders’ Meeting held on October 31, 2011, has specifically decided to allocate to this program.
For more information see “Recent Developments – General Ordinary and Extraordinary Shareholders’ Meeting ”.
C. Board Practices
For information about the date of expiration of the current term of office and the period during which each director has served in such office see “Item 6. Directors, Senior Management and Employees – A. Directors and Senior Management.”
Benefits upon Termination of Employment
There are no contracts providing for benefits to Directors upon termination of employment, other than those described under the following sections: (i) ITEM 6: Directors, Senior Management and Employees – B. Compensation – Capitalization Plan and (ii) ITEM 6: Directors, Senior Management and Employees – B. Compensation – Incentive Plan for Managers.
D. Employees
As of June 30, 2024, we had 1,401 employees. Our employees of the segments our Shopping Mall, Offices, Sales and Developments and Other business had 693 employees with 270 represented by the Union of Commerce Employees (Sindicato de Empleados de Comercio). Our Hotels segment had 708 employees, with 584 represented by the Tourism, Hotel and Gastronomic Workers Union (Unión de Trabajadores del Turismo, Hoteleros y Gastronómicos de la República Argentina, UTHGRA).
|
| Year ended June 30, |
| |||||||||
|
| 2024 |
|
| 2023 |
|
| 2022 |
| |||
Shopping Malls, Offices, Sales and Developments and Other businesses |
|
| 693 |
|
|
| 667 |
|
|
| 656 |
|
Hotels (1) |
|
| 708 |
|
|
| 622 |
|
|
| 750 |
|
Total |
|
| 1,401 |
|
|
| 1,289 |
|
|
| 1,406 |
|
____________________
(1) Includes Hotel Intercontinental, Libertador Hotel and Llao Llao.
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E. Share Ownership
The following table sets forth the amount and percentage of our common shares beneficially owned by our directors, senior managers and members of the supervisory committee as of June 30, 2024.
|
|
| Share ownership |
| ||||||||||||||
Name |
| Position |
| Number of Shares |
|
| Percentage (%) (2) |
|
| Number of Warrants |
|
| Percentage fully diluted (%) (3) |
| ||||
Directors |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Eduardo S. Elsztain (1). |
| Chairman / CEO |
|
| 422,460,367 |
|
|
| 57.0 |
|
|
| 50,512,505 |
|
|
| 58.7 |
|
Saúl Zang |
| Vice-Chairman I |
|
| 1,587,854 |
|
|
| 0.2 |
|
|
| 68,795 |
|
|
| 0.2 |
|
Alejandro G. Elsztain |
| Vice- Chairman II |
|
| 7,842,136 |
|
|
| 1.1 |
|
|
| 315,107 |
|
|
| 1.0 |
|
Fernando A. Elsztain |
| Regular Director |
|
| 17,187 |
|
|
| 0.0 |
|
|
| — |
|
|
| 0.0 |
|
David Williams |
| Regular Director |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
Mauricio E. Wior |
| Regular Director |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
Daniel R. Elsztain |
| Regular Director |
|
| 180,624 |
|
|
| 0.0 |
|
|
| 21,435 |
|
|
| 0.0 |
|
Oscar Pedro Bergotto |
| Regular Director |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
María Julia Bearzi |
| Regular Director |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
Liliana De Nadai |
| Regular Director |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
Ben Elsztain |
| Regular Director |
|
| 491 |
|
|
| 0.0 |
|
|
| — |
|
|
| 0.0 |
|
Nicolas Bendersky |
| Regular Director |
|
| 7,166 |
|
|
| 0.0 |
|
|
| — |
|
|
| 0.0 |
|
Gabriel A. G. Reznik |
| Alternate Director |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
Iair Elsztain |
| Alternate Director |
|
| 10,295 |
|
|
| 0.0 |
|
|
| 1,350 |
|
|
| 0.0 |
|
Oscar Marcos Barylka |
| Alternate Director |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
Senior Management |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Matías I. Gaivironsky |
| Chief Financial and Administrative Officer |
|
| 202,994 |
|
|
| 0.0 |
|
|
| 130,558 |
|
|
| 0.0 |
|
Jorge Cruces |
| Chief Investment Officer |
|
| 3,761 |
|
|
| 0.0 |
|
|
| — |
|
|
| 0.0 |
|
Arnaldo Jawerbaum |
| Chief Operating Officer |
|
| 517,440 |
|
|
| 0.1 |
|
|
| — |
|
|
| 0.1 |
|
Supervisory Committee |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
José D. Abelovich |
| Member |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
Marcelo H. Fuxman |
| Member |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
Noemí I. Cohn |
| Member |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
Roberto D. Murmis |
| Alternate member |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
Paula Sotelo |
| Alternate member |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
Cynthia Deokmellian |
| Alternate member |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
____________________________
(1) | Includes (i) 376,703,035 common shares beneficially owned by CRESUD, (ii) 21,128,463 common shares owned by Helmir, (iii) 8,251,018 common shares owned by Consultores Venture Capital Uruguay S.A., (iv) 1,166,774 common shares owned by Consultores Asset Management S.A., (v) 5,285,010 common shares owned by Inversiones Financieras del Sur S.A., and (vi) 9,926,067 common shares directly owned by Mr. Eduardo Elsztain. |
(2) | As of June 30, 2024, the outstanding shares were 741,459,162 with a nominal value of ARS 10.00 each and one vote per share and we own 23,401,746 shares in treasury. To calculate the percentage, the effect of treasury shares was not considered. |
(3) | In May 2021, 80 million options were issued that will entitle the holders through their exercise to acquire additional new shares. As of June 30, 2024, the outstanding warrants were 75,668,184, and as a subsequent event, on October 2, 2024, we reported that certain warrants holders have exercised their right to acquire additional shares, therefore the new number of outstanding warrants decreased from 75,668,184 to 71,510,561, for more information, see “Recent Developments – Exercise of Warrants”. On May 10, 2024, we informed that the terms and conditions of the outstanding warrants for common shares of the Company, have been modified as a result of the payment of the cash dividend, distributed May 9, 2024, being the Ratio of 1.3070 shares per option and a price of USD 0.3307 per share. |
Option Ownership
No options to purchase common shares have been granted to our Directors, Senior Managers, members of the Supervisory Committee, or Audit Committee.
Employee Participation in our share Capital
There are no arrangements for involving our employees in our capital stock or related to the issuance of options, common shares or securities, other than those described under the following sections: (i) Item 6 – B. Compensation – Capitalization Plan and (ii) Item 6 – B. Compensation –Incentive Program.
F. Disclosure of Registrant’s Action to Recover Erroneously Awarded Compensation
Not applicable.
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ITEM 7. Major Shareholders and Related Party Transactions
A. Major Shareholders
Information about Major Shareholders
Share Ownership
The following table sets forth information regarding ownership of our capital stock by each person known to us to beneficially own at least 5% of our common shares and all our directors and officers as a group.
|
| Share Ownership as of June 30, 2024 |
| |||||||||||||
Shareholder |
| Number of Shares |
|
| Percentage (2) |
|
| Number of Warrants |
|
| Percentage fully diluted (3) |
| ||||
CRESUD (1) |
|
| 397,831,498 |
|
|
| 53.7 | % |
|
| 49,644,626 |
|
|
| 55.1 | % |
Directors and officers |
|
| 34,998,817 |
|
|
| 4.7 | % |
|
| 1,405,124 |
|
|
| 4.4 | % |
ANSES |
|
| 40,542,680 |
|
|
| 5.5 | % |
|
| 3,781,213 |
|
|
| 5.4 | % |
Others (less than 5%) |
|
| 268,081,748 |
|
|
| 36.1 | % |
|
| 20,837,221 |
|
|
| 35.1 | % |
Total |
|
| 741,459,162 |
|
|
| 100.0 | % |
|
| 75,668,184 |
|
|
| 100.0 | % |
______________________________
(1) | Eduardo S. Elsztain is the beneficial owner of 230,771,688 common shares of CRESUD, representing 38.7% of its total share capital, which include (i) 141,979,750 common shares beneficially owned by Inversiones Financieras del Sur S.A., (ii) 1,131 common shares owned by Consultores Venture Capital Uruguay S.A. for which Mr. Eduardo S. Elsztain is deemed to be the beneficial owner, (iii) 6 common shares owned by Consultores Asset Management S.A. for which Mr. Eduardo S. Elsztain is deemed beneficial owner and (iv) 88,790,801 common shares directly owned by Mr. Eduardo S. Although Mr. Elsztain does not own a majority of the common shares of CRESUD, he is its largest shareholder and exercises substantial influence over it. If Mr. Elsztain is considered to be the beneficial owner of CRESUD due to his substantial influence over it, he would be the beneficial owner of 57.0% of our common shares by virtue of his investment in (a) CRESUD of 376,703,035 common shares; (b) Helmir S.A. of 21,128,463 common shares; (c) Consultores Venture Capital Uruguay S.A. of 8,251,018 common shares; (d) Consultores Asset Management S.A. of 1,166,774 common shares; (e) Inversiones Financieras del Sur S.A. of 5,285,010 common shares; and (f) directly owned shares of 9,926,067 (items c, d, e and f are exposed under the line “Directors and officers”). CRESUD is a leading Argentine producer of basic agricultural products. CRESUD’s common shares began trading on the ByMA on December 12, 1960, under the trading symbol “CRES” and on March 1997 its GDSs began trading in the Nasdaq under the trading symbol “CRESY.” |
(2) | As of June 30, 2024, the outstanding shares were 741,459,162 with a nominal value of ARS 10.00 each and one vote per share and we own 23,401,746 shares in treasury. To calculate the percentage, the effect of treasury shares was not considered. |
(3) | In May 2021, 80 million options were issued that will entitle the holders through their exercise to acquire additional new shares. As of June 30, 2024, the outstanding warrants were 75,668,184, and as a subsequent event, on October 2, 2024, we reported that certain warrants holders have exercised their right to acquire additional shares, therefore the new number of outstanding warrants decreased from 75,668,184 to 71,510,561, for more information, see “Recent Developments – Exercise of Warrants”. On May 10, 2024, we informed that the terms and conditions of the outstanding warrants for common shares of the Company, have been modified as a result of the payment of the cash dividend, distributed May 9, 2024, being the Ratio of 1.3070 shares per option and a price of USD 0.3307 per share. |
Changes in Share Ownership
Shareholder |
| June 30, 2024 |
|
| June 30, 2023 |
|
| June 30, 2022 |
|
| June 30, 2021 |
|
| June 30, 2020 |
| |||||
|
| % |
| |||||||||||||||||
CRESUD (1) |
|
| 53.7 |
|
|
| 56.0 |
|
|
| 53.6 |
|
|
| 62.1 |
|
|
| 62.1 |
|
Directors and officers (2) |
|
| 4.7 |
|
|
| 3.4 |
|
|
| 3.4 |
|
|
| 1.6 |
|
|
| 1.4 |
|
ANSES |
|
| 5.5 |
|
|
| 5.3 |
|
|
| 5.3 |
|
|
| 4.5 |
|
|
| 4.5 |
|
683 Capital Management (3) |
|
| 2.2 |
|
|
| 4.6 |
|
|
| 6.0 |
|
|
| 1.8 |
|
|
| 1.6 |
|
Others |
|
| 33.9 |
|
|
| 30.7 |
|
|
| 31.7 |
|
|
| 30.0 |
|
|
| 30.4 |
|
Total |
|
| 100.0 |
|
|
| 100.0 |
|
|
| 100.0 |
|
|
| 100.0 |
|
|
| 100.0 |
|
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______________________________
(1) | Eduardo S. Elsztain is the beneficial owner of 230,771,688 common shares of CRESUD, representing 38.7% of its total share capital, which include (i) 141,979,750 common shares beneficially owned by Inversiones Financieras del Sur S.A., 1,131 common shares owned by Consultores Venture Capital Uruguay S.A. for which Mr. Eduardo S. Elsztain is deemed to be the beneficial owner, (iii) 6 common shares owned by Consultores Asset Management S.A. for which Mr. Eduardo S. Elsztain is deemed beneficial owner and (iv) 88,790,801 common shares directly owned by Mr. Eduardo S. Although Mr. Elsztain does not own a majority of the common shares of CRESUD, he is its largest shareholder and exercises substantial influence over it. If Mr. Elsztain is considered to be the beneficial owner of CRESUD due to his substantial influence over it, he would be the beneficial owner of 57.0% of our common shares by virtue of his investment in (a) CRESUD of 376,703,035 common shares; (b) Helmir S.A. of 21,128,463 common shares; (c) Consultores Venture Capital Uruguay S.A. of 8,251,018 common shares; (d) Consultores Asset Management S.A. of 1,166,774 common shares; (e) Inversiones Financieras del Sur S.A. of 5,285,010 common shares; and (f) directly owned shares of 9,926,067 (items c, d, e and f are exposed under the line “Directors and officers”). CRESUD is a leading Argentine producer of basic agricultural products. CRESUD’s common shares began trading on the ByMA on December 12, 1960, under the trading symbol “CRES” and on March 1997 its GDSs began trading in the Nasdaq under the trading symbol “CRESY.” |
(2) | As of June 30, 2024, the outstanding shares were 741,459,162 with a nominal value of ARS 10.00 each and one vote per share and we own 23,401,746 shares in treasury. To calculate the percentage, the effect of treasury shares was not considered. |
(3) | Ownership in IRSA according to the Form filed with the SEC. |
Differences in Voting Rights
Our major shareholders do not have different voting rights.
Arrangements for change in control
We are not aware of any arrangements that may, when in force, result in a change in control.
Securities held in the host country
As of June 30, 2024, our total issued capital stock outstanding consisted of 741,459,162 common shares with a nominal value of ARS 10.00 each and one vote per share. As of June 30, 2024, there were approximately 23,572,932 Global Depositary Shares (representing 235,729,320 of our common shares, or 31.8% of all or our outstanding common shares) held in the United States by approximately 64 registered holders.
In May 2021, 80 million options were issued that will entitle the holders through their exercise to acquire additional new shares. As of June 30, 2024, the outstanding warrants were 75,668,184. On May 10, 2024, we informed that the terms and conditions of the outstanding warrants for common shares of the Company, have been modified as a result of the payment of the cash dividend, distributed May 9, 2024, being the Ratio of 1.3070 shares per option and a price of USD 0.3307 per share.
Offer and Listing Details
The following summary provides information concerning our share capital.
Stock Exchanges in which our securities are listed
Our common shares are listed on the ByMA and our GDSs in the NYSE.
The following description of the material terms of our capital stock is subject to our certificate of incorporation and bylaws, which are included as exhibits to this Form 20-F, and the provisions of applicable Argentine Law.
As of that date of this Annual Report: (1) we had no other shares of any class or series issued and outstanding; and (2) there are no outstanding convertible notes to acquire our shares. Our common shares have one vote per share. All outstanding shares are validly issued, fully paid and non-assessable. As of June 30, 2024, there were approximately 46,404 holders of our common shares.
Price history of our stock in the ByMA and NYSE
Our common shares are traded in Argentina on the ByMA, under the trading symbol “IRSA.” Since 1994, our GDSs, each presenting 10 common shares, have been listed in the NYSE under the trading symbol “IRS.” The Bank of New York Mellon is the depositary with respect to the GDSs.
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B. Related Party Transactions
A related party transaction is any transaction entered into directly or indirectly by us or any of our subsidiaries that is material based on the value of the transaction to: (a) us or any director, officer or member of our management or shareholders; (b) any entity in which any person described in clause (a) is interested; or (c) any person who is connected or related to any person described in clause (a).
Offices and Shopping Mall Leases
CRESUD rented office space for its executive offices located at the Della Paolera tower at Della Paolera 261, floor 9th, City of Buenos Aires, Argentine which IRSA owned, and which was sold to a non-related party. Also, CRESUD rented an office space that we own at the Abasto Shopping Mall.
The offices of Eduardo S. Elsztain, the Chairman of our Board of Directors and our controlling shareholder, are located at Bolivar 108, City of Buenos Aires, Argentina. This property has been rented to a company controlled by family members of Mr. Elsztain and to a company controlled by Fernando A. Elsztain, one of our directors and the cousin of Mr. Eduardo S. Elsztain, and members of his family.
Furthermore, we also lease various stores, stands, storage space or advertising spaces in our shopping malls to third parties and related parties such as Banco Hipotecario.
Lease agreements entered into with affiliates have included similar provisions and amounts to those included in agreements with unaffiliated third parties.
Agreement for the Exchange of Corporate Services with CRESUD
Considering that each of CRESUD and us have operations that overlap to a certain extent, our Board of Directors deemed it advisable to implement alternatives designed to reduce certain fixed costs of our combined activities and mitigate their impact on our operating results while seizing and optimizing the individual efficiencies of each of them in the different areas comprising the management of operations.
To such end, on June 30, 2004, we and CRESUD entered into a Master Agreement for the Exchange of Corporate Services, or the “Framework Agreement,” which has been amended several times in line with evolving operating requirements. The Framework Agreement had an initial term of 24 months and is renewable automatically for additional 24-month terms, unless terminated by any of the parties upon prior notice.
Annually, a review of the criteria used in the determination of pricing for corporate services, as well as the bases of cost distribution and supporting documentation used in the aforementioned process. The risk management and audit area coordinate the review, which, in turn, periodically delegated the review to an external consultant.
The operations described above allow CRESUD and us to keep our strategic and commercial decisions fully independent, with cost and profit apportionment allocated on the basis of operating efficiency and equity, applying when appropriate the terms of the shared services contract, to ensure that any one company benefiting at the expense of the others.
Hospitality Services
We and our related parties hire, on certain occasions, hotel services and lease conference rooms for events held at our subsidiaries, Nuevas Fronteras S.A. and Llao Llao Resorts S.A., all on arm’s-length terms and conditions.
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Financial and Service Operations
We work with several financial entities in Argentina for operations including, but not limited to, credit, investment, other financial services, purchase and sale of securities and financial derivatives. Such entities include Banco Hipotecario and its subsidiaries and FYO. Furthermore, Banco Hipotecario and BACS usually act as underwriters in capital market transactions we undertake. In addition, we invest from time to time our cash in mutual funds managed by BACS Administradora de Activos S.A. S.G.F.C.I., which is a subsidiary of Banco Hipotecario, among other entities.
Del Plata Building Trust
On November 10, 2023, the Company entered into a trust agreement at cost for a project development and construction of a residential building, stores (gastronomic use) and complementary parking spaces. For more information, see “ITEM 4. Information on the Company — B. Business Overview — Others — Del Plata Building Trust.” TMF Trust Company (Argentina) S.A. acts as trustee under the trust agreement.
Cresud, a company indirectly controlled by Eduardo Sergio Elsztain and chairman of Cresud and IRSA, acts as money trustor. In addition, Cresud, IRSA and Banco Hipotecario act as beneficiaries of the trust. The trust agreement involves the contribution of a building owned by Banco Hipotecario.
The execution of this trust agreement has been approved by the Board of Directors of the Company, with no objections from the Audit Committee under Section 72 and following of CML.
Donations to Fundación IRSA and Fundación Museo de los Niños
Fundación IRSA is a non-profit charity that seeks to support and generate initiatives concerning education, the promotion of corporate social responsibility and the entrepreneurial spirit of young adults. It carries out corporate volunteer programs and fosters donations from our employees. The main members of Fundación IRSA’s Board of Directors are: Eduardo S. Elsztain (President); Saúl Zang (Vice President I); Alejandro Elsztain (Vice President II); Mariana C. de Elsztain (Secretary), Oscar Marcos Barylka (Director) and Marcos Slipakoff (Treasurer). It finances its activities with donations from us, CRESUD and other related companies.
On October 31, 1997, we entered into an agreement with Fundación IRSA, whereby 3,800 square meters of the developed area at Abasto Shopping Mall was granted under a gratuitous bailment agreement for a term of 30 years. Subsequently, on October 29, 1999, Fundación IRSA assigned free of cost all the rights of use over such space and its respective obligations to Fundación Museo de los Niños.
On November 29, 2005, we signed another agreement with Fundación Museo de los Niños granting under gratuitous bailment 2,670 square meters of the developed area at Alto Rosario shopping mall for a term of 30 years.
Fundación Museo de los Niños is a non-profit institution created by the founders of Fundación IRSA and its members are the same as those of Fundación IRSA.
Fundación Museo de los Niños has used these spaces to set up “Museo de los Niños, Abasto” and “Museo de los Niños, Rosario”, two interactive learning centers intended for children and adults. The agreements described above establish that the payment of common charges and direct expenses related to the services performed by these spaces must be borne by Fundación Museo de los Niños.
Borrowings
In the ordinary course of our business, we enter into loan agreements or credit facilities with related companies. The loans under these loan agreements and credit facilities accrue interest at prevailing market rates.
Purchase of financial assets
We usually invest excess cash in instruments that may include those issued by related companies, acquired at issuance, or from unrelated third parties in secondary market transactions.
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Investment in Dolphin Real Assets Fund SPC Ltd.
On August 31, 2021, Torodur S.A., an Uruguayan company wholly owned by IRSA, entered into a subscription agreement with Dolphin Fund Ltd., an investment fund, incorporated under the laws of Bermuda, controlled through equity shares by Tyrus S.A., an Uruguayan company wholly owned by IRSA and whose administrator is Consultores Venture Capital Uruguay S.A., an Uruguayan company indirectly controlled by Mr. Eduardo Elsztain, through the subscription of Class C Participating Shares of face value USD 0.01. Subsequently, on October 3, 2022, Dolphin Fund Ltd.’s investors, including Torodur S.A., contributed their holdings in said fund to Dolphin Real Assets Fund SPC Ltd., a fund established under the laws of British Virgin Islands in March 2022, whose administrator is Dolphin Manager Corp., a corporation also constituted under the laws of British Virgin Islands, which is controlled by Messrs. Eduardo Sergio Elsztain and Saúl Zang (85% and 15%, respectively), subscribing 164,478 participating shares issued by the portfolio named Argentina MMXXII, belonging to the mentioned fund which also has another portfolios.
Legal Services
We receive legal services from ZBV Abogados, a law firm composed of partners who were part of Estudio Zang, Bergel & Viñes, of which Saúl Zang was a founding partner. Mr. Zang is a member of our Board of Directors and those of certain related companies. See “Directors, Senior Management and Employees—Directors and Senior Management—Board of Directors.”
Purchases and sales of properties and hiring or provision of services
In the ordinary course of our business, we may acquire from or sell to our related parties certain real estate properties used for rental purposes or otherwise or contract or provide services from related parties, subject to our Audit Committee’s approval. Our Audit Committee must render an opinion as to whether the terms of these transactions can reasonably be expected to have been obtained by us in a comparable transaction on an arm’s-length basis with unrelated parties. In addition, if our Audit Committee so requires, valuation reports by independent specialist third parties must be obtained or quotes from other service providers.
Loan between Tyrus S.A. and Yad Leviim Ltd.
On May 3, 2024, an extension was reported for a period of 3 years, of a loan granted by our subsidiary Tyrus S.A. to Yad Leviim Ltd., in a principal amount of USD 16.2 million at a rate interest of 7% per year from March 23, 2024. Yad Leviim Ltd. is a company controlled by Eduardo Elsztain.
For further information regarding related party transactions see Note 30 to our Audited Consolidated Financial Statements.
C. Interests of Experts and Counsel
This section is not applicable
ITEM 8. Financial Information
A. Consolidated Statements and Other Financial Information
See Item 18 for our Audited Consolidated Financial Statements.
Legal or Arbitration Proceedings
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Legal Proceedings
Set forth below is a description of certain material legal proceedings to which we are a party. The company is not a party to any significant litigation or arbitration and we are not aware of any significant litigation or claim that is pending or imminent against the company outside of what is described below.
Puerto Retiro
In 1991, Indarsa had purchased 90% of Tandanor, a former government-owned company, which owned a piece of land near Puerto Madero of approximately 8 hectares. Indarsa failed to pay to the Argentine Government the price for its purchase of the stock of Tandanor, and as a result the Argentine Ministry of Defense requested the bankruptcy of Indarsa. Since the only asset of Indarsa was its holding in Tandanor, the Argentine Government is seeking to extend Indarsa’s bankruptcy to other companies or individuals which, according to its view, acted as a single economic group. In particular, the Argentine Government has requested the extension of Indarsa’s bankruptcy to Puerto Retiro which acquired Planta 1 from Tandanor.
In 1999, we, through Inversora Bolívar, increased our interest in Puerto Retiro to 50.0% of its capital stock.
The deadline for producing evidence in relation to these legal proceedings has expired. The parties have submitted their closing arguments and are awaiting a final judgment. We cannot give you any assurance that we will prevail in this proceeding.
Currently Puerto Retiro S.A., has a plot of 8.3 hectares, which is affected by a zoning regulation defined as U.P. that prevents the property from being used for any purpose other than strictly port activities. The Company was involved in a bankruptcy extension lawsuit initiated by the Argentine Government, to which the Board is totally alien.
Tandanor has filed a civil action against Puerto Retiro and the people charged in the referred criminal case looking forward to being reimbursed from all the losses which have arisen upon the fraud committed. On March 7, 2015 Puerto Retiro responded by filing certain preliminary objections, such as limitation, lack of information to respond to the lawsuit, lack of legitimacy (active and passive). On July 12, 2016 Puerto Retiro was legally notified of the decision adopted by the Tribunal Oral Federal No. 5 related to the preliminary objections mentioned above. Two of them were rejected –lack of information and lack of legitimacy (passive). We filed an appeal with regard to this decision, which was rejected. The other two objections would be considered in the verdict.
On September 7, 2018, the Court read its verdict, according to which the preliminary objection of limitation filed by Puerto Retiro was successful. Nevertheless, in the criminal procedure –where Puerto Retiro is not a party- Court ordered the seizure confiscation (“decomiso”) of the land known as “Planta 1.” This Court’s verdict is not final, as it is subject to further appeals Puerto Retiro filed an appeal with regard to the confiscation of Planta I. This appeal has not yet been decided.
On December 27, 2018, an action for cancellation was filed against the judgment that ordered the confiscation of the property named “Planta 1.” On March 1, 2019 we were notified of the “in limine” rejection of the action for cancellation filed. Subsequently, on March 8, 2019, a motion for restitution was filed against said resolution. On March 19, 2019, we were notified of the Court’s decision that rejected the replacement and declared the appeal filed in a subsidiary inadmissible. On March 22, 2019, a complaint was filed for appeal denied (before the Federal Criminal Cassation Chamber), the caul was granted, which is why the appeal filed is currently pending. In that sense, in April the appeal was maintained and subsequently, its foundations were expanded.
On February 21, 2020, an electronic document was received from the Federal Court of Criminal notifying the decision rejecting the appeals brought by Puerto Retiro against the verdict of the Federal Oral Court 5 that provided for the confiscation of the property Plant I and the distribution of costs in the order caused as regards the exception for the limitation of civil action brought by Puerto Retiro to which the Oral Court took place. Against that decision of appeal, Puerto Retiro was brought in a timely form of Federal Extraordinary Appeal. In addition, the Federal Criminal Cassation Chamber upheld the above limitation period by rejecting, to that effect, the appeal brought by the National State and Tandanor. Notwithstanding the fact that it is not possible to ensure with certainty the result of the denied federal extraordinary appeal, filed before the CSJN by Tandanor and the National State, against the Cassation decision that resolved to confirm the statute of limitations exception of the related civil action With the claim for damages filed by both subjects against Puerto Retiro S.A., it is estimated that the possibility that the aforementioned complaint resource prospers and, consequently, the CSJN revokes the exception of prescription of the civil action for damages, it is low.
Within the framework of the criminal case, the plaintiff denounced the non-compliance by Puerto Retiro S.A. of the precautionary measure decreed in the criminal court consisting of the prohibition to innovate and contract with respect to the premises subject of the civil action. As a result of such complaint, Federal Oral Court No. 5 filed an incident and ordered and executed the closure of the premises where the lease agreements with Los Cipreses S.A. and Flight Express S.A. were being performed, in order to enforce the compliance with the aforementioned measure. As a result of said circumstance, it was learned that the proceedings were transferred to the Criminal Court for the assignment of a court to investigate the possible commission of the crime of disobedience. As of the date of issuance of these Annual Report, there have been no further developments in this case.
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In the face of the evolution of the legal cases affecting it and based on the reports of its legal advisors, the Management of Puerto Retiro has decided to record an impairment equivalent to 100% of the book value of its investment property, without prejudice to the reversal of the same in the event that a favorable judgment is obtained in the actions brought.
Arcos del Gourmet
IRSA has been named as a party in a case titled “Federación de Comercio e Industria de la Ciudad de Buenos Aires y Otros c/ Gobierno de la Ciudad Autónoma de Buenos Aires s/ Amparo.” The plaintiff filed a petition for injunctive relief against the local government claiming that the Arcos del Gourmet project lacked the necessary environmental approvals and did not meet zoning requirements. On August 29, 2014, the lower court rendered a decision dismissing the case. This resolution was appealed but affirmed in December 2014. Therefore, on December 18, 2014, the “Arcos” Project was opened to the public, and is currently operating normally. Notwithstanding, the plaintiff appealed before the Superior Court of the City of Buenos Aires to request the review of the case based on constitutional matters allegedly at issue. On July 4, 2017, the Superior Court ordered the Appeals Court to review the case on certain grounds. The Appeals Court rendered a new sentence on February 14, 2019. This new sentence rules that Arcos del Gourmet has to yield a portion of land to build a green park. Arcos del Gourmet filed an appeal before the Superior Court. This appeal has been decided and Arcos del Gourmet filed an appeal for appeal denied. On April 22, 2022, the Company was notified of the ruling issued by the Superior Court of Justice of the City of Buenos Aires (TSJ) in the case “Arcos del Gourmet SA s/ complaint for appeal of unconstitutionality denied in the Federation of Commerce and Industry of the City of Buenos Aires (FECOBA) and others c/GCBA and others s/ amparo” (QTS 16501/2019-0) by which it was resolved to partially uphold the appeal of unconstitutionality filed by Arcos del Gourmet S.A. against the judgment issued by the Court of Appeals in the CAyTRC Chamber III (the “Chamber”) issued on February 14 2019, action 11587856/2018. Through its ruling, the TSJ ruled that the demolition of the works carried out on the Property where the “Arcos District” Shopping Center is currently located was not appropriate, and instead the Company should assign to the City a portion of land, in accordance with the provisions of Section 3.1.2 of the CPU, to be reserved for public use and utility, with unrestricted access and destined ‘specially and preferably to the generation of new landscaped green spaces. This area may come totally or partially from the property in which the shopping center is in operation or, where appropriate, from land surrounding the area. In the event that the company could not allocate the entire fraction of land, it should pay, after obtaining an expert opinion, an amount of money to allow the GCBA to obtain a property destined for said public use. Our legal advisors are analyzing the procedural steps to follow.
On May 18, 2015, we were notified that the AABE revoked the concession agreement entered into with IRSA’s subsidiary Arcos del Gourmet S.A., through Resolution No. 170/2014. On June 2, 2015, IRSA’s former subsidiary, IRSA CP, filed before the AABE a request to declare the notification void, as certain formal proceedings required under Argentine law were not complied with by the AABE. Furthermore, Arcos del Gourmet S.A. filed an administrative appeal requesting the dismissal of the revocation of the concession agreement and a complaint before the Federal Contentious Administrative Courts located in the City of Buenos Aires seeking to declare Resolution No. 170/2014 void. The trial court rejected Arcos del Gourmet S.A.’s claim. As a consequence, Arcos del Gourmet S.A. launched an appeal against the Trial Court decision, which was rejected by the Court of Appeals – Chamber V on September 19, 2023. On October 4, 2023, Arcos del Gourmet S.A. filed a certiorari equivalent remedy (Recurso Extraordinario Federal) in order to have the lower courts’ decision reversed by the Supreme Court of Justice on several constitutional grounds. The case is still pending final resolution.
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Arcos del Gourmet S.A. also filed a lawsuit in order to judicially pay the monthly rental fees of the property. As of the date of this Annual Report, the “Distrito Arcos” shopping mall continues to operate normally.
In addition, we note that Playas Ferroviarias de Buenos Aires S.A. (a government owned corporation to which the property of the land in which the shopping center was transferred) filed an eviction proceeding against Arcos del Gourmet S.A. before the Federal Contentious Administrative Courts located in the City of Buenos Aires. On May 11, 2022, the Trial Court decided the eviction of Arcos del Gourmet S.A. from the property where the shopping mall operates and, in turn, ordered Playas Ferroviarias de Buenos Aires S.A. to take steps to guarantee the continuity of the commercial activities of the occupants (tenants). This decision was appealed but on September 19, 2023, the Court of Appeals – Chamber V confirmed it. Subsequently, on October 4, 2023, Arcos del Gourmet S.A. filed a certiorari equivalent remedy (Recurso Extraordinario Federal) in order to have the lower courts’ decision reversed by the Supreme Court of Justice on several constitutional grounds. Following the rejection of the appeal by the Chamber, on March 22, 2024, a petition for review was filed directly with the Supreme Court of Justice of Argentina due to the denial of the federal extraordinary appeal. The case is still pending final resolution.
La Rural S.A.
In December 2012, the Argentine Government issued Decree No. 2552/12, which annulled a decree from 1991 that approved the sale of the Predio Ferial de Palermo to the Sociedad Rural Argentina (“SRA”) and revoked the corresponding sale agreement. On March 21, 2012, the Argentine Government notified the SRA of the new decree and instructed that the property be returned to the Argentine Government within 30 calendar days.
The Federal Civil and Commercial Court, upon request of the SRA, issued a precautionary measure suspending the enforcement of Decree No. 2552/12, as well as all actions taken in its consequence, including the Administración de Bienes del Estado (“AABE’s”) demand to deliver possession of the property.
On June 1, 2015, the first instance ruling in case No. 4573/2012 “SOCIEDAD RURAL ARGENTINA v. NATIONAL STATE - EXECUTIVE BRANCH on DECLARATORY ACTION” ordered the lifting of the precautionary measure that suspended the effects of Decree No. 2552/12. The SRA filed an appeal against this ruling. The Chamber II of the National Court of Appeals in Civil and Commercial Matters overturned the appealed ruling, thereby reinstating the precautionary measure ordered on January 4, 2013, which remains in effect to this day.
On March 11, 2016, La Rural S.A. was summoned as a third party in the aforementioned case, and responded to this summons on April 6, 2016. On April 21, 2016, the Argentine Government appeared in the case. At its request, a precautionary measure was issued to record the ongoing litigation regarding the properties identified in the proceeding. IRSA has not been formally notified nor is it involved in the judicial actions initiated by the SRA.
Following several procedural developments, on October 5, 2017, the Federal Criminal Court No. 2 requested the submission of records in the context of the case: “Menem, Carlos Saúl and others on charges under Section 261, first paragraph of the Criminal Code.” On March 27, 2018, the Oral Court sentenced various officials, including former President Carlos S. Menem and former Minister Domingo F. Cavallo, as necessary accomplices to the crime of embezzlement. Additionally, it acquitted the indicted officials of the SRA and rejected the AABE’s request for the restitution of the property, leaving the decision on that matter to the intervening Civil and Commercial Federal Court.
On May 11, 2022, once the case returned to the Federal Civil and Commercial Court, the evidentiary phase was initiated. As of June 30, 2024, the case remains in the evidentiary stage.
Given the characteristics of the conflict, as publicly disclosed, we estimate that if Decree No. 2552/12 was declared unconstitutional, such a decree would have no legal effect on EHSA or on IRSA’s acquisition of its stake in Entratainment Holding S.A. (“EHSA”) However, if the contrary were to happen, i.e., the judicial annulment of Decree No. 2699/91, this could have a tangible impact on the acquired assets. In this scenario, the judicial decision could result in the nullification of the sale of the property by the SRA and the nullification of all acts carried out by the SRA concerning the property, including the right of use currently held by the entity in which EHSA presently holds, indirectly, an equity interest through vehicles.
As of the date of issuance of this Annual Report, there is no evidence or information suggesting that the Company would have to return the property currently operated by La Rural S.A., and it continues its business operations as usual. However, this estimate could change depending on the legal proceedings’ progress, which the Company will continue to monitor.
Caballito
On December 23, 2019, IRSA CP, IRSA’s former subsidiary, transferred to an unrelated third-party Parcel 1 of the land reserve located at Av. Avellaneda y Olegario Andrade 367 in the neighborhood of Caballito in the City of Buenos Aires.
The consideration is guaranteed by a mortgage on plot 1 and building 1 and the buyer has the option to acquire plot 2 of the same property until August 31, 2020 and plots 3 and 4 until March 31, 2021, subject to certain conditions precedent. On July 20, 2020 IRSA CP, IRSA’s former subsidiary, was notified of the filing of a protection action (amparo) that is processed before the Administrative and Tax Litigation Jurisdiction of the City of Buenos Aires, Court 24, Secretariat 47 where the plaintiff has requested the nullity of: 1) Administrative act that grants the certificate of environmental aptitude and 2) Administrative act that registered the plans of the work called –Caballito Chico– located on Avellaneda 1400, City of Buenos Aires, because it is understood that they contain defects in their essential elements, for being violative of the provisions contained in the Urban Planning Code and of the complementary regulations in force at the time of initiating the process and for causing irreparable damage to the environment and rights of collective incidence. The transfer was answered by the precautionary measure and by the substantive action. The transfer of said presentation was answered. On August 13, 2020, the following precautionary measure was decreed that orders: a) the suspension of the effects of the administrative acts granted by the CCA (DI-2018-1865-DGEVA and that registered the plans and; b) the stoppage of construction work carried out on the property located at Avellaneda 1400, City of Buenos Aires. The issuance of said precautionary measure was appealed. On October 1, 2020, the Court of Appeal confirmed the precautionary measure. The GCBA appealed the measure by filing a Constitutional Challenge that was denied, filling a complaint appeal, in October 2021. Regarding the main proceeding, it is in process of trial. As of the date hereof, the file is in the evidentiary stage.
Ramblas del Plata - Ex Costa Urbana - Convenio Urbanístico.
On October 29, 2021, a notification was received in relation to a collective legal protection action, requesting the convening of a public hearing prescribed by art. 63 of the Constitution of the City of Buenos Aires and the suspension of the processing of Bill 1831 - J 2021 (Trial Court of Administrative and Tax Law No. 10, Sec. 19 – Cause “Civil Association Observatory of the Right to City and others against GCBA and others on Protection Action (Amparo) – Others” - EXP J-01-00166469-3/2021-0). The Company proceeded to answer the lawsuit on November 12, 2021, requesting its rejection and on March 10, 2022, the court issued a ruling partially upholding the protection action (amparo). On March 15, 2022, IRSA as well as the GCBA -codefendant in the case- appealed the ruling. On March 17, 2022, the court granted the appeals with suspensive effect of the contested sentence (in accordance with the provisions of Law No. 2145). On March 7, 2023, Section IV of the Court of Appeals on Contentious-Administrative, Tax and Consumer Relations matters ruled in favor of IRSA and the GCBA completely dismissing the complaint.
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On October 18, 2023, IRSA received a new notice of another collective protection action (amparo) related to the property identified as Ex Ciudad Deportiva Boca (Costa Urbana), seeking the cancellation of the public hearing prescribed by Section 63 of the Constitution of the City of Buenos Aires in relation to the consideration of Bill 1831 - J 2021. The complaint was duly answered. On February 26, 2024, a first-instance judgment was issued, fully dismissing the complaint, which became final as it was not appealed by the plaintiffs.
Central Bank Proceeding
The proceeding initiated by the Central Bank against IRSA and its directors is essentially based on the view that IRSA carried out a sale transaction of securities settled in foreign currency (commonly known as a Dollar Cable purchase). IRSA and its directors presented their defense to the Central Bank on September 6, 2023, arguing that the proceeding lacked legal grounds since the transaction was a purchase (and not a sale) with settlement in foreign currency, a type of transaction not included in the sworn statement submitted by IRSA to access the MULC in accordance with applicable regulations. On June 25, 2024, through RESOL-2024-168-E-GDEBCRA-SAFYC#BCRA, the Central Bank dismissed the charges against IRSA and its directors.
Legal Proceedings in Israel
On September 25, 2020 the Court decreed the insolvency and liquidation of IDBD and appointed a trustee for its shares along with a custodian over DIC and Clal shares. After this decision, the Board of Directors of IDBD was removed, therefore, the Company lost control on that date.
Therefore, on November 23, 2020 all officers that were appointed by Dolphin B.V. resigned from their positions in DIC and its subsidiaries.
As of June 30, 2024, we no longer own any capital stock of IDBD while we have an investment in DIC that amounts to 1.2 million of shares.
Litigation filed by IDBD against Dolphin B.V. and IRSA
On September 21, 2020, a claim was filed by IDBD against Dolphin Netherlands BV (“Dolphin BV”) and IRSA to the District Court in Tel- Aviv Jaffa (civil case no. 29694-09-20). The amount claimed by IDBD is NIS 140 million, claiming that Dolphin BV and IRSA breached a purported legally binding commitment to transfer to IDBD in an installment of NIS 70 million on September 2, 2020.
On December 24, 2020, and upon the insolvency’s court approval, IDBD’s trustee filed a motion to strike the claim, while keeping the right, as IDBD’s trustee, to file a new claim, inter alia,in the same matter, after conducting an inquiry concerning the reasons for IDBD’s insolvency.
On December 24, 2020, the court issued a judgment to strike the claim as requested.
On October 31, 2021, the Insolvency Commissioner notified that he did not oppose the motion, and on that same date, the court affirmed the motion initiated by the trustee of IDBD.
On December 26, 2021 IDBD filed the lawsuit against Dolphin BV and IRSA for the sum of NIS 140 million. According to purported claim, the defendants allegedly breached their legally binding commitment given to IDBD on August 29, 2019 to transfer to IDBD a total amount of 210 million NIS in 3 equal installments of NIS 70 million NIS each: the first installment, on September 2, 2019; the second installment, on September 2, 2020 and the third installment, on September 2, 2021. The claim regard to the second and third installments. The claim also includes a sum of 3,299,433 NIS for the interest and linkage differences since the date of the alleged breach until the date the claim was filed, and a request to add to the total sum of the claim interest and linkage differences until the day of the verdict. In addition, the claim includes a request to charge the defendants with the legal fees and costs of the claimant.
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On January 30, 2023, and on February 7, 2023, the court issued a ruling allowing IDBD to serve the claim to the defendants out of jurisdiction and allowed Dolphin BV and IRSA to challenge the service and jurisdiction of the Israeli court by May 9, 2023. Therefore, Dolphin BV and IRSA submitted a motion to challenge the service, the jurisdiction of the Israeli court, and the applicable law.
On July 3, 2023, after a hearing held in the matter, the court ruled that the Israeli court has jurisdiction over IRSA and Dolphin, and ordered Dolphin BV and IRSA to submit their defense statements by October 1, 2023.
Appeals filed by IRSA with the district court and to the supreme court, regarding the aspects concerning Israeli jurisdiction over IRSA and service to IRSA, were dismissed.
On September 14, 2023, IDBD filed a motion for a “Mareva” type interim injunction limited to the sum of 144M NIS (“the Interim Injunction”). The respondents submitted their response to the Interim Injunction on October 24, 2023, and IDBD submitted their response on December 10, 2023. A hearing in the matter was held on December 19, 2023. According to the court’s recommendation during the hearing, the parties reached understandings that will dismiss the Interim Injunction if IRSA provides a commitment to have a minimal surplus of assets or cash, at any time, in net worth of NIS 80 million (free from any third-party rights), as long as the claim against IRSA is ongoing. Such a commitment was given by IRSA and received the court’s approval on January 17, 2024. Therefore, the Interim Injunction was dismissed.
The defendants (IRSA and Dolphin BV) submitted their defense statement on December 29, 2023, which includes several defense arguments. Inter alia, the defendants argue that Dolphin’s BV commitment includes unequivocal and clear, terminating condition stating that the obligation of Dolphin BV will automatically expire with respect to all payments that have not yet been transferred to IDBD at the time the terminating condition is met. The undisputed sequence of events necessitates the conclusion that termination condition was met in relation to the second and third payment. In any case, there is no cause of action against IRSA, in the absence of direct rivalry between IRSA and IDBD. IDBD filed its reply to the statement of defense by January 28, 2024.
A pre-trial hearing was held on June 16, 2024, during which the court ordered the parties to complete the preliminary discovery proceedings. As of the date of this Annual Report, the parties are currently conducting preliminary discovery proceedings.
Class action against IDBD, Dolphin IL and Eduardo Elsztain regarding the sale of DIC
On October 3, 2018, a motion was initiated by an applicant alleging to hold shares in DIC, against IDBD, Dolphin IL, and Mr. Eduardo Elsztain seeking an injunction to annul the sale of shares of DIC to Dolphin and to appoint a trustee to hold those shares while the action is pending. The applicant claims that the sale was not in compliance with the provisions of the Concentration Law and the applicant is seeking an order for payment of monetary damages to the shareholders of DIC of between NIS 58 and 73 million. In addition, and following its liquidation process, IDBD was removed from the claim by the applicant.
Since the motion was initiated, and as of the date of this Annual Report, the following milestones of the proceedings have taken place:
On March 3, 2019, a response to the motion initiated by the applicant was submitted by the respondents.
On March 4, 2019, the court decided to grant the Attorney General a 45 day in which to decide whether he would be taking part of the proceedings.
On June 26, 2019, the Attorney General’s stance was submitted, announcing that he will be taking part in the proceedings. In addition, the Attorney General noted that due to the threshold arguments awaiting a ruling from the court, at this stage, he will not be his position on the proceedings.
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On July 2, 2019, the court ruled that, in the event that the Attorney General chooses to submit his position to the court, he must do so in writing and no later than August 8, 2019.
On July 17, 2019, the applicant submitted an evidential disclosure request.
On September 23, 2019, the respondents submitted a motion deemed “resistance to the evidential disclosure request”, and on December 15, 2019, the applicant submitted his response to the Respondent’s motion.
On December 31, 2019, the court decided that, in order to rule on the evidential disclosure request, it must first rule on existing threshold arguments request. Therefore, the court set a schedule in which the Parties must submit their stance regarding the threshold arguments.
On January 20, 2020, the respondents submitted a notice regarding their threshold arguments, and on February 10, 2020, the applicant submitted his stance regarding the respondents notice.
On March 18, 2020, the Attorney General submitted a notice pursuant to which he informed that he will not be taking a stance regarding the threshold arguments.
On May 12, 2020, the respondents submitted their response to the applicant’s response to their notice regarding the threshold arguments.
On August 10, 2020, the court held a hearing with the Parties regarding the threshold arguments.
On November 30, 2020, the court ruled that the motion should not be dismissed, and that all claims of the Parties are maintained. In addition, the court further ruled that as long as the controversial matter concerns the violation of the Concentration Law, the respondents are correct in claiming that the applicant, who holds Second Layer Company shares, is not eligible to file a motion under the Concentration Law.
On January 19, 2021, the applicant filed an amended evidential disclosure request (the “Amended Request”). On February 11, 2021, the respondents submitted a response to the Amended Request denying the applicant’s claims, and, on February 18, 2021, the applicant submitted his response. On April 9, 2021, the court denied the Amended Request ruling that the applicant must pay the respondents’ request expenses in the amount of NIS 6,500.
On November 4 and 24, 2021, two evidence hearings were held pursuant to cross-examining the expert appointed on behalf of the applicant and the applicant himself.
On May 29, 2022, a third evidence hearing was held on the motion pursuant to which the witnesses, on behalf of the respondents, were cross-examined.
On June 14, 2022, the court approved the settlement agreed by the Parties, pursuant to which the applicant would be submitting his closing arguments no later than November 1, 2022, with the respondents submitting their closing arguments no later than February 28, 2023. The applicant submitted his response to our closing arguments on September 5, 2023. As of the date of this Annual Report request for filing a class action was rejected with each party bearing its own costs.
Class action against DIC and Mr. Eduardo Elsztain and other directors of IRSA regarding exit of the DIC’s share from indexes
On October 2, 2018, DIC was served with an action and a motion to approve that action as class action, which had been filed with the District Court of Tel Aviv-Yafo against the DIC, Mr. Eduardo Elsztain, and against additional directors and officers serving in DIC, in connection with the exit of DIC’s share on February 1, 2018 from the TA90 and TA 125 indexes of the TASE, whereon it had been traded on the Tel Aviv Stock Exchange Ltd. up to that date alleging to have held DIC’s shares prior to February 1, 2018 and thereafter. The Court is requested, inter alia, to approve the action as a class action and to charge the respondents with compensating the members of the Company according to the damage caused estimated at approximately NIS 17.6 million.
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On April 10, 2021, a preliminary hearing was held on the applicant’s request to receive documents of the independent committee of IDBD that was established as part of the centralization transaction. The disclosure of these documents was approved by the court in the past, but the documents were not given to the applicant after a trustee was appointed for IDBD and the documents were not in the control of the respondents (and they could not hand them to the applicant). IDBD’s trustee attended the preliminary hearing and claimed that he cannot hand over the documents until his investigation in connection with the centralization transaction is completed.
Therefore, the court ruled that IDBD’s trustee shall hand over the documents to the applicant and the respondents by September 2022, assuming that the investigation will be concluded by then. As to the date of this Annual Report, the documents have not been delivered to the applicant.
In addition, and notwithstanding the above, two evidence hearings are scheduled to be held during December 2022.
On December 20, 2023, the parties submitted a joint request for the applicant's withdrawal from the proceeding (the "Withdrawal Request"). As part of the Withdrawal Request, the court was asked to approve the parties' agreement that the applicant would withdraw from the proceeding, that the request for certification of the case as a class action would be dismissed, that the applicant's personal claim would be rejected, and that he would commit not to file any further proceedings on the matter. As part of the request, the parties agreed to recommend that the court approve reimbursement of expenses to the applicant in the amount of 150,000 ILS. The Withdrawal Request emphasized that the respondents were willing to pay this amount to cover the applicant's expenses to avoid the legal costs involved in continuing the proceedings, despite their assessment that the request for approval of a class action would be denied, and that the Withdrawal Request does not admit to any of the applicant's claims or allegations.
After receiving the stance of the professional bodies in the Ministry of Justice and the Israel Securities Authority regarding the Withdrawal Request, on June 23, 2024, Judge S. Yaakobi issued a ruling approving the Withdrawal Request. The ruling stated that, based on the submissions and evidence presented, the applicant would not have been able to prove his claims in the proceeding, and therefore there is no concern that the withdrawal is based on irrelevant considerations. Furthermore, the court approved the reimbursement of the applicant's expenses in the proceeding in the amount of only 92,000 New Israeli Shekel.
Dividend Policy
Pursuant to Argentine law, the distribution and payment of dividends to shareholders is allowed only if they result from realized and net profits of the company pursuant to annual financial statements approved by our shareholders. The approval, amount and payment of dividends are subject to the approval by our shareholders at our annual ordinary shareholders’ meeting. The approval of dividends requires the affirmative vote of a majority of the shares entitled to vote at the meeting.
In accordance with Argentine law and our by-laws, net and realized profits for each fiscal year are allocated as follows:
| 1. | 5% to our legal reserve, up to 20% of our adjusted capital stock; |
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| 2. | a certain amount determined at a shareholders’ meeting is allocated to compensation of our directors and the members of our Supervisory Committee; |
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| 3. | to an optional reserve, a contingency reserve, a new account or for whatever other purpose our shareholders may determine. |
According to the CNV Rules, cash dividends must be paid to shareholders within 30 days of the resolution approving their distribution. In the case of stock dividends, the shares must be delivered to shareholders within three months of the annual ordinary shareholders’ meeting that approved them.
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The following table sets forth the total and per share amounts paid as dividends on each fully paid‑in share for the fiscal years mentioned. The amounts stated in Pesos correspond to nominal Pesos on their respective dates of payment and refers to our unconsolidated dividends. See “Item 3. Key Information—A1. Local Exchange Market and Exchange Rates.”
Fiscal year |
| Dividend Paid stated in terms of the measuring unit current as of June, 30, 2024 |
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| Dividend per share paid stated in terms of the measuring unit current as of June 30, 2024 |
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| Dividend paid stated in terms of the measuring unit current as of the date of the each corresponding Shareholders’ meeting (1) |
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| Dividend per share paid stated in terms of the measuring unit current as of the date of the each corresponding Shareholders’ meeting (1) |
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| (in millions of ARS) |
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| (ARS) |
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| (in millions of ARS) |
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| (ARS) |
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2019 (2) |
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| — |
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| — |
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| — |
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| — |
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2020 (3) |
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| — |
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| — |
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| — |
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| — |
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2021 (4) |
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| — |
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| — |
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| — |
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| — |
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2022 |
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| — |
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| — |
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| — |
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| — |
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2023 (5) |
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| 129,212 |
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| 161.16 |
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| 26,240 |
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| 32.72 |
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2024 (6) |
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| 241,578 |
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| 334.07 |
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| 119,000 |
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| 164.62 |
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(1) | The decisions made on the basis of years’ results prior to the application of IAS 29, are not subject to be revised. |
(2) | Dividend in kind paid in IRSA CP shares. Dividend per share: 0.01109 shares of IRSA CP per share of IRSA. |
(3) | Dividend in kind paid in IRSA CP shares. Dividend per share: 0.004046 shares of IRSA CP per share of IRSA. |
(4) | Dividend in kind paid in IRSA CP shares. Dividend per share: 0.002614 shares of IRSA CP per share of IRSA. |
(5) | Includes cash dividends paid on: (i) November 8, 2022, for a total amount of ARS 4,340 million or ARS 5.41 per share, and (ii) May 5, 2023, for a total amount of ARS 21,900 million or ARS 27.31 per share (stated in terms of the measuring unit current as of the date of the each corresponding Shareholders’ meeting). |
(6) | Includes cash dividends paid on: (i) October 12, 2023, for a total amount of ARS 64,000 million or ARS 88.47 per share, and (ii) May 9, 2024, for a total amount of ARS 55,000 million or ARS 76.15 per share (stated in terms of the measuring unit current as of the date of the each corresponding Shareholders’ meeting). |
For more information see: “Recent Developments— General Ordinary and Extraordinary Shareholders’ Meeting” and “Recent Developments—Cash dividend payment”.
Central Bank authorization is required for the transfer of profits and/or dividends outside of Argentina. For more information about exchange controls see, “Item 10. Additional Information—D. Exchange Controls.”
B. Significant Changes.
For information about significant changes see, “Recent Developments”.
ITEM 9. The Offer and Listing
A. Offer and Listing Details
The following summary provides information concerning our share capital.
Stock Exchanges in which our securities are listed
Our common shares are listed on the ByMA and our GDSs in the NYSE.
The following description of the material terms of our capital stock is subject to our certificate of incorporation and bylaws, which are included as exhibits to this Form 20-F, and the provisions of applicable Argentine Law.
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On April 12, 2021, the Company announced the launch of its public offering of shares for up to 80 million shares (or its equivalent 8 million GDS) and 80 million warrants to subscribe for new common shares, to registered holders as of April 16, 2021. Each right corresponding to one share (or GDS) allowed its holder to subscribe 0.1382465082 new ordinary shares and receive free of charge an option with the right to subscribe 1 additional ordinary share in the future. The final subscription price for the new shares was ARS 58.35 or USD 0.36 and for the new GDS it was USD 3.60. The new shares, registered, of ARS 1.00 of par value each and with the right to one vote per share gives the right to receive dividends under the same conditions as the current shares in circulation.
On May 6, 2021, having finished the preemptive rights subscription period, the Company’s shareholders have subscribed the amount of 79,144,833 new additional shares, that is 99% of the shares offered, and have requested through the accretion right 15,433,539 additional new shares, for which 855,167 new shares will be issued, completing the total issuance of 80 million new shares (or their equivalent in GDS) offered. Likewise, 80 million options will be issued that will entitle the holders through their exercise to acquire up to 80 million additional new shares.
The exercise price of the warrants is USD 0.432. The warrants may be exercised quarterly from the 90th day of their issuance on the 17th to the 25th (inclusive) of the months of February, May, September, and November of each year on the business day prior to maturity and on the date of maturity (if dates are business days in the city of New York and in the City of Buenos Aires) until their expiration 5 years from the date of issue. The warrants are available for trading on which are listed on ByMA and NYSE under the tickers IRS2W and IRSWS, respectively.
Finally, the Company received all the funds in the amount of USD 28.8 million and issued the new shares, increasing the capital stock to 658,676,460.
Likewise, and within the framework of the reorganization process, the Board of Directors has approved the exchange ratio, which has been established at 1.40 IRSA shares for each IRSA CP share, which is equivalent to 0.56 IRSA GDS for each ADS of IRSA CP. Within this framework, it was decided to increase the share capital by issuing 152,158,215 new shares in IRSA.
On April 27, 2023, the Company held the Ordinary and Extraordinary General Shareholders’ Meeting, resolving, among other issues, the increase in the capital stock through the partial capitalization of the issue premium and the consequent issue of ordinary shares for the amount of 6,552,405,000 to be distributed among shareholders who hold shares on the date of settlement, in proportion to their holdings. Additionally, it was approved by a majority of votes to amend the seventh article of the Company’s bylaws, where it modifies the nominal value of the shares from ARS 1.00 to ARS 10.00 each and with the right to one vote per share. On September 13, 2023, we announced that from September 20, 2023, the shares distribution and the change in nominal value was made simultaneously and the entry of the change of 811,137,457 book-entry common shares, each with a nominal value of ARS 1.00 and one vote per share, for the amount of 736,354,245 book-entry common shares, each with a nominal value of ARS 10.00 and one vote per share, consequently, a reverse split of the Company’s shares shall be carried out, where every 1 (one) old share with a nominal value of ARS 1.00 shall be exchanged for 0.907804514 new shares with a nominal value of ARS 10.00. The new shares distributed due to the described capitalization have economic rights under equal conditions with those that are currently in circulation. Also, regarding the GDS holders, we instruct the GDS Depositary to process the reverse split, at the same rate as mentioned above for the ADR program, effective as of October 3, 2023. It is reported that the Company share capital after the indicated operations amount to ARS 7,363,542,450 represented by 736,354,245 book-entry common shares with a nominal value of ARS 10.00 each and one vote per share.
As of June 30, 2024, the capital stock of the Company was 741,459,162 ordinary shares with a nominal value of ARS 10.00 each and one vote per share and there were 75,668,184 warrants outstanding.
In May 2021, 80 million options were issued that will entitle the holders through their exercise to acquire additional new shares. As of June 30, 2024, the outstanding warrants were 75,668,184, and as a subsequent event, on October 2, 2024, we reported that certain warrants holders have exercised their right to acquire additional shares, therefore the new number of outstanding warrants decreased from 75,668,184 to 71,510,561, for more information, see “Recent Developments – Exercise of Warrants”. On May 10, 2024, we informed that the terms and conditions of the outstanding warrants for common shares of the Company, have been modified as a result of the payment of the cash dividend, distributed May 9, 2024, being the Ratio of 1.3070 shares per option and a price of USD 0.3307 per share.
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As a subsequent event, on October 2, 2024, we reported that between September 17 and September 25, 2024, certain warrants holders have exercised their right to acquire additional shares. Therefore, 4,157,623 options were exercised, which resulted in 5,433,980 shares of common stock with nominal value ARS 10.00 being issued. After the exercise of these warrants, the number of shares increased from 741,459,162 to 746,893,142 common stock with nominal value ARS 10.00, the capital stock of the Company increased from 7,414,591,620 to 7,468,931,420, and the new number of outstanding warrants reduced from 75,668,184 to 71,510,561. For more information see “Recent Developments – Exercise of Warrants”.
As of that date of this Annual Report: (1) we had no other shares of any class or series issued and outstanding; and (2) there are no outstanding convertible notes to acquire our shares. Our common shares have one vote per share. All outstanding shares are validly issued, fully paid and non-assessable. As of June 30, 2024, there were approximately 46,404 holders of our common shares.
Price history of our stock in the ByMA and NYSE
Our common shares are traded in Argentina on the ByMA, under the trading symbol “IRSA.” Since 1994, our GDSs, each presenting 10 common shares, have been listed in the NYSE under the trading symbol “IRS.” The Bank of New York Mellon is the depositary with respect to the GDSs.
The following chart shows, for the period indicated, the maximum and minimum closing listed prices of our common shares on the ByMA and of our GDSs on the NYSE.
B. Plan of Distribution
This item is not applicable.
C. Markets
Argentine Securities Markets
In December 2012, the Argentine Government enacted the CML, which sets out the rules governing capital markets, its participants, and the rules by which securities traded therein are subject to regulation and monitoring by the CNV. In September 2013, the CNV issued General Resolution No. 622/2013 (the “CNV Rules”) a new set of rules further implementing and administering the requirements of the CML. On May 9, 2018, the Argentine Chamber of Deputies approved Law No. 27,440 called “Ley de Financiamiento Productivo”, which creates a new financing regime for MiPyMEs and modifies the CML, Investment Funds Law No. 24,083 and Law No. 23,576, among others, as well as certain related tax provisions, and establishes regulations for derivative instruments, all with the aim of achieving a modern and transparent financial regulatory framework that contributes to the development of the Argentine economy. On May 21, 2018, the Argentine Government issued Decree No. 471/2018, which regulates certain aspects of the CML as amended by Law No. 27,440.
The CML, as currently in effect, sets forth, the following key goals and principles:
| · | promoting the participation of small investors, employee unions, industry groups and trade associations, professional associations and all public savings entities in the capital markets, promoting mechanisms designed to promote domestic savings and channel such funds toward the development of production; |
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| · | strengthening mechanisms to prevent abuses and protect small investors; |
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| · | promoting access to the capital market by small and medium-sized companies; |
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| · | using state-of-the-art technology to foster creation of an integrated capital market through mechanisms designed to achieve interconnection of computer systems among trading markets; |
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| · | encouraging simpler trading procedures available to users to increase liquidity and competitiveness to develop favorable conditions for transaction execution; |
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| · | reducing systemic risk in the Argentine capital markets through actions and resolutions aimed at implementing international best practices; |
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| · | promoting the integrity and transparency of the Argentine capital markets; and |
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| · | promoting financial inclusion. |
The CNV is a self-administered agency of the Argentine Government with jurisdiction covering the territory of Argentina, governed by the provisions of the CML, and the CNV Rules among other related statutory regulations. The relationship of the CNV and the PEN is maintained through the Argentine Ministry of Economy, which hears any appeals filed against decisions made by the CNV, notwithstanding any other legal actions and remedies contemplated in the CML.
The CNV supervises and regulates the authorized markets in which the securities and the collective investment products are traded, the corporations authorized in the public offer regime, and all the other players authorized to operate in the public offer regime, as the registered agents, the trading agents, the financial advisors, the underwriters and distributors, the brokers, the settlement and clearing agents, the managers of collective investment products, the custodians of collective investment products, the collective depositories, and the risk rating agencies, among others. Argentine institutional investors and insurance companies are regulated by separate government agencies, whereas financial institutions are regulated mainly by the Central Bank.
Before offering securities to the public in Argentina, an issuer must meet certain requirements established by the CNV with regard to its assets, operating history and management. Only securities offerings approved by the CNV may be listed on a stock exchange. However, CNV approval does not imply certification as to the quality of the securities or the solvency of the issuers of listed securities are required to file unaudited quarterly financial statements and audited annual financial statements prepared in accordance with IFRS Accounting Standards, as issued by the IASB (excluding financial institutions under the supervision of the Central Bank, insurance companies under the supervision of the Insurance Superintendence and medium and small enterprises) and various other periodic reports with the CNV and the stock exchange on which their securities are listed. In addition, issuers must report to the CNV and the relevant stock exchange any event related to the issuer and its shareholders that may affect materially the value of the securities traded.
On September 19, 2024, the CNV enacted new rules governing private offerings of securities, within the framework established by Section 82 of the Argentine CML establishing a safe harbor regime provided that certain requirements of mechanisms of dissemination, offering, and distribution, as well as the number and type of investors to whom the offering is targeted are met.
In Argentina, debt and equity securities traded on an exchange must, unless otherwise instructed by their shareholders, be deposited with a Central Securities Depository based in Argentina. Currently the only depositary authorized to act in accordance with the CML and CNV Rules is Caja de Valores, a corporation owned by ByMA which provides central depositary facilities, as well as acting as a clearinghouse for securities trading and as a transfer and paying agent for securities transactions.
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Law No. 27,440 streamlines the regulation of mutual funds, public offerings of securities, of negotiable obligations and regulation of intermediaries and securities markets, while incorporating a long-awaited regulation for derivative instruments and the margins and guarantees that cover them. Below is a summary of the main amendments to the CML introduced by Law No. 27,440:
| · | Eliminates the CNV’s power to appoint supervisors with veto power over resolutions adopted by an issuer’s Board of Directors without a judicial order. |
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| · | Grants the CNV the power to issue regulations to mitigate situations of systemic risk, set maximum fees to be received by securities exchanges, create or modify categories of agents, encourage the simplification of the negotiation of securities and promote the transparency and integrity of the capital markets, while prohibiting the CNV from denying an issuer’s public offer authorization request solely because of opportunity, merit or convenience. |
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| · | Empowers the CNV to regulate private offerings of securities. |
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| · | Grants federal commercial courts jurisdiction to review resolutions or sanctions issued by the CNV. |
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| · | Strengthens due process guarantees in favor of persons on entities sanctioned by the CNV and increases the amount of the fines, between ARS 100,000 and ARS 100 million, which can be increased up to five times the benefits perceived with the infraction. |
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| · | Returns functions such as supervision, inspection and control of agents and operations, to the stock exchanges and clearing houses without this implying delegation of the powers of the CNV. |
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| · | Allows the CNV to regulate and set ownership limits of authorized markets to restrict control concentration. Preemptive rights may be exercised through the placement procedure determined in a public offering prospectus, instead of the procedure set forth in the LGS. Preemptive right holders have the right to subscribe for newly issued shares in proportion to their shareholding prior to the capital increase. The subscription price for the newly issued shares may not be less than the public offering price. In order to use the public offering regime for a preemptive rights offering the issuer must (i) have an express provision in its bylaws adopting this regime in lieu of the regime set forth in the LGS; and (ii) the issuer’s shareholders must approve any issuance of equity securities or convertible debt securities. |
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| · | Eliminates share accretion rights, unless expressly provided for in a listed company’s bylaws. |
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| · | Allows foreign entities to participate in all shareholder meetings through authorized agents. |
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| · | Establishes guidelines to set the offer price in a mandatory tender offer. |
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| · | Allows the offeror to freely set the offer price in a voluntary tender offer. |
Information regarding the ByMA
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| As of June 30, (1) |
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| 2024 |
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| 2023 |
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Market capitalization (in billions of ARS) |
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| 64,665 |
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| 18,530 |
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Shares average daily trading volume (2) (in millions of ARS) |
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| 51,233 |
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| 9,555 |
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Number of listed companies (3) |
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| 81 |
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| 81 |
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(1) | Reflects Merval historical data. |
(2) | During the month of June. |
(3) | Includes companies that received authorization for listing. |
Although companies may list all of their capital stock on the ByMA, in many cases a controlling block is retained by the listed company’s shareholders, resulting in a relatively small percentage of many companies’ stock being available for active trading by the public.
As of June 30, 2024, approximately 81 companies had equity securities listed on, or being transitioned to the ByMA. The Argentine securities markets generally have substantially more volatility than securities markets in the United States and certain developed countries. The S&P Merval index experienced a 63% increase in 2021, a 142% increase in 2022 and a 360% increase in 2023. In order to avoid large fluctuations in securities prices of traded securities, the ByMA operates a system pursuant to which the negotiation of a particular security is suspended for 15 minutes when the price of the security registers a variation between 10% and 15% and between 15% and 20%, during any trading session. Any additional 5% variation in the price of the security results in additional 10 minutes successive suspension periods.
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The NYSE
Our Global Depositary Shares are listed on the NYSE under the trading symbol “IRS.”
D. Selling Shareholders
This item is not applicable.
E. Dilution
This item is not applicable.
F. Expenses of the Issue
This item is not applicable.
ITEM 10. Additional Information
A. Share Capital
This item is not applicable.
B. Memorandum and Articles of Association
Our corporate purpose
Our legal name is IRSA Inversiones y Representaciones Sociedad Anónima. We were incorporated under the laws of Argentina on April 30, 1943 as a sociedad anónima (stock corporation) and were registered with the Public Registry in the City of Buenos Aires (Inspección General de Justicia or “IGJ”) on June 23, 1943 under number 284, on page 291, book 46 of volume A. Pursuant to our bylaws, our term of duration expires on April 5, 2043.
Pursuant to article 4 of our bylaws our purpose is to perform the following activities:
| · | Invest, develop and operate real estate developments; |
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| · | Invest, develop and operate personal property, including securities; |
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| · | Construct and operate works, services and public property; |
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| · | Agency activities; |
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| · | Manage real or personal property, whether owned by us or by third parties; |
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| · | Build, recycle, or repair real property whether owned by us or by third parties; |
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| · | Advise third parties with respect to the aforementioned activities; |
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| · | Finance projects, undertakings, works and/or real estate transactions of third parties; |
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| · | Finance, create, develop and operate projects related to the Internet. |
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Board of Directors
Voting on proposals in which directors have material interest
| · | shall not be allowed to make use of any corporate assets or confidential information for his/her own private purposes; |
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| · | shall not be allowed to profit or permit a third party to profit, whether by an action or an omission to act, from any business opportunities available to the company; |
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| · | shall be required to exercise any powers conferred to them solely for the purposes for which they were conferred under the law or the corporate bylaws or by a shareholders’ meeting or the Board of Directors; shall be required to meticulously ensure that no conflict of interest, whether direct or indirect, shall under any circumstances arise between his/her actions and the company’s interests. In case of doubt as to a director’s compliance with his/her duty of loyalty, the burden of proof shall be borne by such person. |
The Argentine General Corporation Law establishes in Section 271 that directors may enter into agreements with the company, that concern the business in which the company engages, always provided that they are entered into under market conditions. The agreements that do not fulfill the requirements mentioned above may only be executed with the prior approval of the Board of Directors, and subject to the approval of the shareholders’ meeting.
Furthermore, the CML in Section 72 states for companies authorized in the public offer regime, that any acts performed or contracts executed between the company and a related party and involving a significant amount shall be performed or executed pursuant to the procedure set forth below:
| a) | A “related party” shall mean any of the following persons with respect to the issuer: |
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| i. | Directors, members of the supervisory body or surveillance committee, as well as chief executive officers or special managers of the issuing company appointed under section 270 of the Argentine General Corporation Law; |
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| ii. | Natural persons or legal entities controlling or holding a substantial interest, as determined by the CNV, in the capital stock of the issuer or the issuer’s controlling entity; |
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| iii. | Any other company under the common control of the same controlling entity; |
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| iv. | The ascendants, descendants, spouses or siblings of any of the natural persons referred to in paragraphs i) and ii) above; |
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| v. | Companies in which any of the persons referred to in paragraphs i) to iv) above hold a significant direct or indirect interest. Provided none of the circumstances described above is present, a subsidiary of the issuer shall not be deemed a “related party.” |
| b) | A “significant amount” shall be deemed involved in an act or contract when such amount exceeds 1% of the company’s shareholders’ equity as shown in the most recently approved balance sheet. |
The Board of Directors or any members thereof shall request the Audit Committee to state whether in its opinion the terms of a transaction may be reasonably deemed adapted to regular and usual market conditions. The Audit Committee shall issue its pronouncement within 5 business days.
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Notwithstanding the above inquiry from the Audit Committee, a resolution may be adopted by the company on the basis of a report from 2 independent evaluation companies, which shall express their opinion on the same matter and other terms of the transaction.
Nevertheless, Section 272 of the Argentine Corporations Law provides that when a director has an opposite interest to the one of the company, he or she should notify that situation to the Board of Directors and the supervisory committee and abstain from voting in that respect. The violation of this provision results in the director being jointly and severally unlimitedly liable.
Approval of compensation of the members of the Board of Directors, Senior Management and Supervisory Committee
Our bylaws do not establish the compensation to be paid to members of the Board of Directors and the Supervisory Committee, and therefore pursuant to Section 261 of the Argentine General Corporation Law, it should be approved by the shareholders. The maximum amount that may be paid as compensation to members of the Board of Directors and the supervisory committee should not exceed 25% of the realized and net earnings of the company and 5% when there is no distribution of dividends. If the company does not distribute the total earnings, the amount of the compensation should be proportional to that distribution and within the mentioned limits. These limits may only be surpassed by express approval of the shareholders.
Powers of directors
Our bylaws establish, in Section 18, that the Board of Directors has full and broad powers to organize, manage and direct us to fulfilling the corporate purpose.
Retirement of directors
Our bylaws do not establish any requirements or provisions regarding age limits for director’s retirement, nor do they require a number of common shares a director must own to qualify for the position.
Meetings of the Board of Directors
Through the shareholders’ meeting held on October 31, 2012, the bylaws were amended to incorporate the possibility of holding meetings at a distance. To these effects, the Board of Directors shall adopt its resolutions by a majority vote of those present whose count shall include the directors present through the simultaneous means of simultaneous transmission of sound or image and sound or to be created in the future and according to the current legislation. In case of a tie, the President, or whoever replaces him, has the right to double vote.
Dividend rights
The Corporations Law establishes that the distribution and payment of dividends to shareholders is valid only if they result from realized and net earnings of the company pursuant to an annual financial statement approved by the shareholders. The approval, amount and payment of dividends are subject to the approval of our annual ordinary shareholders meeting of the company. That approval requires the affirmative vote of the majority of the present votes with the right to vote at the meeting.
Pursuant to the Corporations Law and Section 29 of our bylaws, liquid and realized profits of each fiscal year shall be distributed as follows:
| · | allocate 5% of such net profits to legal reserve, until the amount of such reserve equals 20% of the capital stock; |
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| · | the sum established by the shareholders’ meeting as remuneration of the of Directors and the supervisory committee; |
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| · | dividends, additional dividends to preferred shares if any, or to optional reserve funds or contingency reserves or to a new account, or for whatever purpose the shareholders’ meeting determines. |
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Under the applicable CNV Rules, dividends are distributed pro rata in accordance with the number of shares held by each holder within 30 days of being declared by the shareholders for cash dividends and within 90 days of approval in the case of dividends distributed as shares. Under our by-laws, the right to receive payment of dividends expires three years after the date on which they were made available to shareholders.
The shareholders’ meeting may authorize payment of dividends on a quarterly basis provided no applicable regulations are violated. In that case, all and each of the members of the Board of Directors and the supervisory committee will be jointly and severally liable for the refund of those dividends if, as of the end of the respective fiscal year, the realized and net earnings of the company are not sufficient to allow the payment of dividends.
Regardless of the term for dividend’s payment established by CNV, regulations enacted by the BASE set forth that cash dividends must be paid within 10 days after their approval by a shareholders’ meeting.
Voting rights and staggered elections
Our stock capital is composed by book-entry common shares with face value of ARS 10.00 per share and entitled to one vote each. All directors and alternate directors are elected for a three-year term.
Our by laws do not consider staggered elections however, the members of the Board of Directors are elected by thirds each year with a term of office of three years each.
Rights to share in IRSA’s profits
The holders of our common shares have the right to participate in our net and realized profits on a pro rata basis of their respective interests.
Pursuant to the Corporations Law and Section 29 of our bylaws, liquidated and realized profits of each fiscal year shall be distributed as follows:
| · | allocate 5% of such net profits to legal reserve, until the amount of such reserve equals 20% of our capital stock; |
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| · | the sum established by the shareholders’ meeting as remuneration of the Board of Directors and the Supervisory Committee; and dividends, additional dividends to preferred shares if any, or to optional reserve funds or contingency reserves or to a new account, or for whatever purpose the shareholders determine at the shareholders’ meeting. |
Rights to share in any surplus in the event of liquidation
In the event of liquidation, dissolution or winding-up of our company, our assets are:
| · | to be applied to satisfy our liabilities; and |
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| · | to be proportionally distributed among holders of preferred stock in accordance with the terms of the preferred stock, if any. If any surplus remains, our shareholders are entitled to receive and share proportionally in all net assets available for distribution to our shareholders, subject to the order of preference established by our by-laws. |
Provisions related to a shareholder’s ownership of certain amount of common shares
Section 9 of our by-laws provides that the acquisition by any person or group, directly or indirectly of our common shares, convertible securities, rights to receive any of those securities that may grant that person the control of our company or 35% or more of our capital stock may only be done by complying with certain tender offer rules for all of our common shares, except for:
| · | acquisitions by persons holding or controlling common shares or convertible securities in accordance to CML, notwithstanding the provisions of the CNV; and |
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| · | holdings of more than 35%, which derive from the distribution of common shares or dividends paid in shares approved by the shareholders, or the issuance of common shares as a result of a merger approved by the shareholders; in both cases, the excess holding shall be disposed of within 180 days of its registration in the relevant shareholder’s account, or prior to the holding of our shareholders meeting, whatever occurs first. |
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Directors, senior managers, executive officers, members of the supervisory committee, and controlling shareholders of an Argentine company whose securities are publicly listed, should notify the CNV on a monthly basis, of their beneficial ownership of common shares, debt securities, and call and put options related to securities of such companies and their controlling, controlled or affiliated companies.
In addition, the CNV must be immediately notified of transactions which cause a person’s holdings of capital stock of an Argentine company whose securities are publicly listed to hold 5% or more of the voting power and of every change in the holdings of such person that represents a multiple of 5% of the voting power. Holders of more than 50% of the common shares of a company or who otherwise have voting control of a company, as well as directors, officers and members of the supervisory committee, must provide the CNV with Annual Reports setting forth their holdings in the capital stock of such companies and monthly reports of any change in their holdings.
Procedure to change the rights of stockholders
The rights of holders of stock are established in the Argentine General Corporation Law and in the bylaws. The rights of shareholders provided for by the Argentine General Corporation Law may not be diminished by the bylaws. Section 235 of the Argentine General Corporation Law establishes that the amendment of the bylaws should be approved by the absolute majority of our shareholders at an extraordinary shareholders meeting.
Ordinary and extraordinary shareholders’ meetings
Our by-laws provide that shareholders’ meetings may be called by our Board of Directors or by our Supervisory Committee or at the request of the holders of common shares representing no less than 5% of the common shares. Any meetings called at the request of shareholders must be held within 30 days after the request is made. Any shareholder may appoint any person as its duly authorized representative at a shareholders meeting, by granting a proxy. Co-owners of common shares must have single representation.
In general, the following matters can be considered only at special shareholders’ meeting (Asamblea Extraordinaria):
| · | matters that may not be approved at an ordinary shareholders’ meeting; |
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| · | the amendment of our by-laws; |
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| · | reductions in our share capital; |
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| · | redemption, reimbursement and amortization of our shares; |
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| · | mergers, and other corporate changes, including dissolution and winding-up; |
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| · | limitations or suspensions to preemptive rights to the subscription of the new shares; and issuance of debentures and bonds that do not qualify as notes (obligaciones negociables). |
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In addition, pursuant to the CML, at an ordinary shareholders’ meeting, our shareholders must consider (i) the disposition of, or creation of any lien over, our assets as long as such decision has not been performed under the ordinary course of business; (ii) the execution of administration or management agreements; and (iii) whether to approve the payment of any agreement providing assets or services to us as long as such payment is material when measured against the volume of the ordinary course of business and our shareholders’ equity.
In accordance with our by-laws, ordinary and special shareholders’ meetings (Asamblea Extraordinaria) are subject to a first and second quorum call, the second to occur upon the failure of the first. The first and second notice of ordinary shareholders’ meetings may be made simultaneously. In the event that both are made on the same day, the second must occur at least one hour after the first. If simultaneous notice was not given, the second notice must be given within 30 days after the failure to reach quorum at the first. Such notices must be given in compliance with applicable regulations.
Quorum for an ordinary shareholders’ meeting on the first call requires the presence of a number of shareholders holding a majority of the common shares entitled to vote and, on the second call, the quorum consists of the number of shareholders present, whatever that number. Decisions at ordinary shareholders’ meetings must be approved by a majority of the votes validly exercised by the shareholders.
A quorum for a special shareholders’ meeting (Asamblea Extraordinaria) on the first call requires the presence of persons holding 60% of the shares entitled to vote and, on the second call, the quorum consists of the number of shareholders present, whatever that number. Decisions at special shareholders’ meeting (Asamblea Extraordinaria) generally must be approved by a majority of the votes validly exercised.
However, pursuant to the Argentine General Corporation Law, all shareholders’ meetings, whether convened on a first or second quorum call, require the affirmative vote of the majority of shares with right to vote in order to approve the following decisions:
| · | advanced winding-up of the company; |
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| · | transfer of the domicile of the company outside of Argentina; |
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| · | fundamental change in the purpose of the company; total or partial mandatory repayment by the shareholders of the paid-in capital; and |
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| · | a merger or a spin-off, when our company will not be the surviving company. |
Holders of common shares are entitled to one vote per share. Owners of common shares represented by GDRs exercise their voting rights through the GDR Depositary, who acts upon instructions received from such shareholders and, in the absence of instructions, votes in accordance with the instructions given to the GDR Depositary by the Board of Directors as set forth in a written notice delivered to the GDR Depositary prior to the meeting.
The holders of preferred stock are not entitled to voting rights. However, in the event that no dividends are paid to such holders for their preferred stock, the holders of preferred stock are entitled to voting rights. Holders of preferred stock are also entitled to vote on certain special matters, such as a transformation of the corporate type, early dissolution, change to a foreign domicile, fundamental change in the corporate purposes, total or partial replacement of capital losses, mergers in which our company is not the surviving entity, and spin-offs. The same exemption will apply in the event the preferred stock is traded on any stock exchange and such trading is suspended or canceled.
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Limitations to own securities by non-resident or foreign shareholders
There are no legal limitations on ownership of securities or exercise of voting rights, by non-resident or foreign shareholders. Through Resolution No. 789/2019, currently incorporated to CNV’s rules, ruled out the requirement of registration for foreign companies under Section 118 (branches) and 123 (foreign companies only acting as shareholders) of the Argentine General Corporation Law. After the referred resolution was enacted the registration procedure is no longer required for foreign companies acting as shareholders of local companies whose securities are publicly offered. In lieu of those requirements, any foreign shareholder which is an entity shall properly exercise its voting rights through a representative duly empowered without any additional registration requirement. The definition of representative includes: (i) the legal representative duly registered in Argentina pursuant to Sections 118 or 123 of the Argentine General Corporation Law; (ii) the attorney-in-fact duly authorized through a proxy by the legal representative in Argentina under the provisions set forth in of Section 239 of the Argentine General Corporation Law; (iii) the attorney-in-fact duly authorized through a proxy granted in Argentina by a person entitled to grant a proxy under the laws of his country of origin, pursuant the provisions set forth in of Section 239 of the Argentine General Corporation Law; or (iv) the attorney-in-fact duly authorized by a proxy granted overseas by authorized person, under the law of the country of origin. In this case, the proxy shall be legalized abroad and apostilled pursuant to the provisions of the Hague Convention for foreign documents or legalized by the Ministry of Foreign Affairs and translated by a public translator in Argentina.
Ownership threshold above which ownership should be disclosed
CNV Rules require that transactions, which cause a person’s holdings of capital stock of a registered Argentine company, to equal or exceed 5% of the voting power, should be immediately notified to the CNV. Thereafter, every change in the holdings that represents a multiple of 5% of the voting power should also be notified.
Directors, senior managers, executive officers, members of the supervisory committee, and controlling shareholders of an Argentine company whose securities are publicly offered, should notify the CNV on a monthly basis, of their beneficial ownership of common shares, debt securities, and call and put options related to securities of such companies and their controlling, controlled or affiliated companies.
Holders of more than 50% of the common shares or who otherwise control decision making in shareholders’ meetings, as well as directors, officers and members of the supervisory committee must provide the CNV with Annual Reports of their holdings in the capital stock of such companies and monthly reports of any change in their holdings.
Amendment to the by-laws
On the shareholders’ meeting held on October 25, 2007, our shareholders decided to amend the following sections of the by-laws: (i) Section Twelve in order to adapt the performance bonds granted by directors to current rules and regulations, and (ii) Section Fifteen in order to incorporate the possibility of holding remote board meetings pursuant to the provisions of section 65 of Decree 677/01. Such amendment is attached hereto as Exhibit 1.2.
On October 31, 2012, the annual shareholders meeting passed an amendment to the corporate by-laws which allowed the Board of Directors to celebrate their meetings using teleconference technology. An absolute majority of the directors will constitute the quorum. Only the directors physically present at the time and those using teleconference technologies will be taken into consideration for the quorum. The resolutions of the Board of Directors will be passed by the vote of the majority present at the meeting. Such amendment is attached hereto of Exhibit 1.3 to this Annual Report.
On November 14, 2014, the shareholder’s meeting decided to amend the following sections of the by-laws: (i) Section First in order to comply with the CML, and (ii) Section Twenty-Four in order to incorporate the regulation of the shareholders’ meeting held with shareholders present or communicated through teleconference technologies. Section First was approved in the shareholder’s meeting on October 31, 2014 and Section Twenty-Four was approved in the shareholder’s meeting on October 31, 2016. Such amendment is attached hereto of Exhibit 1.4 to this Annual Report.
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On the shareholder’s meeting held on October 29, 2018 our shareholders decided to amend the following sections of the by-laws in order to adapt them to certain new legal provisions: (i) Section Eighth, establishing that if there is an Issuance of Shares, the shareholders’ preemptive right will be exercised as established in the prospect of the issuance; (ii) Section Ninth, adapting the wording of such section to the new regulations applicable to the Tender Offers Law No. 26,831, as amended; (iii) Section Eleventh, establishing the issuance of Negotiable Obligations may be decided by the Board of Directors; and (iv) Section Twenty-Second describing the duties of the Audit Committee as well as authorizing the Audit Committee to hold meeting via conference, teleconference of any other electronic means. Such amendments are pending approval by the Public Registry of the City of Buenos Aires.
At the shareholder’s meeting held on December 12, 2019 our shareholders decided to amend the following section of the by-laws in order to increase the maximum number of members of the board of directors: (i) Section Twelve increasing to sixteen the regular members of the board of directors.
At the shareholder’s meeting held on December 21, 2021 our shareholders decided to amend the following section of the by-laws in order to reduce the maximum number of members of the board of directors: (i) Section Twelve reducing to fifteen the regular members of the board of directors.
On the shareholder´s meeting held on October 28, 2022, it was informed that the CNV issued Resolution No. 939/2022, which incorporates to the CNV Rules the possibility that public entities hold shareholders’ meetings and board meetings remotely, effective as from January 1, 2023. Within this framework, and without prejudice to the authorization to hold remote shareholders’ meetings and board meetings set forth in the Company’s bylaws, certain requirements must be followed regarding the signing of corporate books and the issuance of authorizations to the Supervisory Committee and the Audit and Executive Committees, which is also provided for in the bylaws. In view of the aforementioned background, the amendment of articles Sixteen (Board meetings), Twenty-Second (committees) and Twenty-Third (Supervisory Committee) of the Company’s bylaws was approved.
At the shareholders’ meeting held on April 27, 2023, our shareholders resolved to amend section seven of our bylaws in order to modify the par value of the shares from ARS 1.00 to ARS 10.00.
C. Material Contracts
We do not have any material contract entered into outside the ordinary course of business other than some of the operations previously described under the sections Related Party Transactions, Recent Developments, and Our Indebtedness.
D. Exchange Controls
The following is a description of the main Central Bank regulations concerning inflows and outflows of funds in Argentina. For further information regarding the full scope of current foreign exchange restrictions and control regulations, investors should seek advice from their legal advisors and refer to the applicable rules mentioned elsewhere in this offering memorandum and in the Annual Report, which are available at the website of the Argentine Ministry of Economy: https://www.argentina.gob.ar/economia, or the website of the Central Bank: www.bcra.gov.ar. None of the information contained on either website is deemed to be incorporated by reference into this offering memorandum.
On September 1, 2019, the Argentine Government issued Decree No. 609/2019, imposing temporary exchange controls until December 31, 2019. On December 27, 2019, the Argentine Government enacted Decree No. 91/2019, which permanently extended the exchange controls initially set to expire on December 31, 2019. The Consolidated Text of the Rules on Foreign Exchange and Changes is currently outlined in Communication “A” 8035 (hereinafter referred to as the “Consolidated Text”), issued by the Central Bank. Below is a brief summary of the exchange control rules currently in effect.
Exports of goods
As of September 2, 2019, goods exporters must enter and settle in Pesos the proceeds from exports through the MULC, with different deadlines depending on certain factors, including type of exported products and relationship between exporter and importer. Regardless of the maximum deadlines established in each case, export collections must be entered and settled in the MULC within five business days from the collection date.
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In certain cases (for example, those holding a certificate of increased exports or those with projects falling under the Export Promotion Regime established by Decree No. 234/21), exchange regulations allow exporters greater access to the MULC to transfer funds abroad (for example, to transfer dividends or pay services related to foreign financial indebtedness).
Following the swearing-in of President Javier Milei, on December 13, 2023, the Decree No. 28/2023 was published in the Official Gazette, establishing that the counterpart of the export of services performed in Argentina, whose effective use or exploitation takes place abroad, must be entered into the country in foreign currency and/or traded, 80% through the MULC, with the exporter having to carry out buying and selling transactions for the remaining 20%, acquiring negotiable securities with settlement in foreign currency and selling with settlement in local currency.
Sale of non-financial non-produced assets
The consideration received by residents for the sale of non-financial non-produced assets to non-residents
must be entered in foreign currency and settled in the MULC within five business days from the date of fund receipt in Argentina or abroad, or its accreditation in foreign accounts. With regard to funds received or credited to accounts abroad, compliance with the entry and settlement requirement may be considered fulfilled for the amount equivalent to the usual expenses debited by foreign financial institutions for the transfer of funds to the country.
Exports of Services
Payments for the provision of services by residents to non-residents must be entered and settled in the MULC within a maximum period of five business days from the date of their perception abroad or in the country, or their accreditation in foreign accounts. There are exceptions to the obligation to settle in the MULC the foreign currency entered as a counterpart for certain exports of certain services expressly contemplated in point 2.2.2. of the Consolidated Text, subject to compliance with various requirements provided therein by both individuals and legal entities.
The application of service export payments to the repayment of capital and interest on foreign financial indebtedness or public debt securities in the country denominated in foreign currency and whose services are payable in foreign currency in the country is allowed; provided that the requirements set forth in point 7.9 of the Consolidated Text are met.
Likewise, to the extent that certain requirements set forth in points 3.11.3. and 7.9.5 of the Consolidated Text are met, it is allowed for service export payments to be accumulated in accounts opened in local or foreign financial entities, for the amounts due in debt contracts, in order to guarantee the cancellation of the capital and interest services of foreign financial indebtedness and/or issuances of public debt securities in the country denominated in foreign currency and whose services are payable in foreign currency in the country. The increment export program is also applicable for the exports of services.
Increment Export Program
Through Decree No. 576/2022 dated April 9, 2022, the Extraordinary and Transitory Increment Export Program (the “Export Program”) was created, which included measures related to the exports of soybean manufactures and the settlement of foreign currency in the MULC. Notwithstanding the above, according to the Consolidated Text, legal entities that sold goods under Decree No. 576/2022 to those who export them directly or as a result of a production process carried out in the country cannot enter into various operations with securities contemplated in sections 3.16.3.1. and 3.16.3.2. of the Consolidated Text.
The Export Program was reinstated by Decree No. 787/2022 and later by Decree No. 194/2023, which expanded the Export Program to include Regional Economies.
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On July 23, 2023, Decree No. 378/2023 was issued, establishing that those who, within the framework of joining the Export Program, settle until August 31, 2023, inclusive, the foreign currency corresponding to the goods whose tariff positions are included in Decree No. 194/2023, including cases of pre-financing and/or post-financing of exports from abroad or an advance settlement, do so at a transitory exceptional counterpart of Ps. 340 per U.S. Dollar, including corn and exports of regional economies.
On September 30, 2023, Decree No. 492/2023 was issued, extending the application of the Export Program until October 25, 2023, as well as the extraordinary and transitory expansion of the Export Program for those subjects who have exported, at any time during the 18 immediate months prior to October 2, 2023, the goods included in the Common Nomenclature of MERCOSUR as determined by the Ministry of Economy. It also established that the date for settling foreign currency and paying the sums in advance of export duties should be made until October 20, 2023.
On the other hand, Decree No. 492/2023 established that 75% of the counterpart of the goods’ export should be entered into the country in foreign currency and traded through the MULC, with the exporter, for the remaining 25%, conducting buying and selling operations with negotiable securities acquired with settlement in foreign currency and sold with settlement in local currency.
On October 23, 2023, Decree No. 549/2023, a modification of Decree 492/2023, was issued, establishing until November 17, 2023, that the counterpart of the export of services, whose effective use or exploitation takes place abroad, and the export of goods included in the Common Nomenclature of MERCOSUR, including cases of pre-financing and/or post-financing of exports from abroad or an advance settlement, must be entered into the country in foreign currency and/or traded, 70% through the MULC with the exporter having to conduct buying and selling operations for the remaining 30% with negotiable securities acquired with settlement in foreign currency and sold with settlement in local currency.
As of December 13, 2023, the Decree No. 28/2023 establishes that the counterpart of the export of services performed in the country, whose effective use or exploitation takes place abroad, must be entered into the country in foreign currency and/or traded, 80% through the MULC, with the exporter for the remaining 20%, conducting buying and selling operations for negotiable securities acquired with settlement in foreign currency and sold with settlement in local currency.
Import of Goods and Services
On December 13, 2023, the Central Bank issued Communication “A” 7917, establishing a release of imports and a new access system to the MULC, stating that, starting from December 13, 2023:
For the payment of imports of goods: (i) it will not be necessary to have a declaration made through the Argentine Republic Import System (SIRA) in “exit” status as an MULC access requirement, nor to validate operations in the “Single Foreign Trade Current Account” system; and (ii) pursuant to Communication “A” 8074 entities may grant MULC access without prior approval of the Central Bank for deferred payments for the FOB value of new imports formalized from August 1, 2024, corresponding to the goods included in section 10.10.1.4. of the Argentine foreign exchange regulations (i.e. rest of items other than fuel and energy, pharmaceutical products and automobiles and items of certain Harmonized Tariff Schedule (HTS) codes), may be carried out, once 30 (thirty) calendar days have elapsed as from the customs entry registration of the goods and up to 50% of the FOB value, while the remaining 50% of the FOB value may be carried out once 60 (sixty) calendar days have elapsed as from the same moment.
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Additionally, access to the foreign exchange market to process deferred payments for the FOB value of imports formalized from August 1, 2024, corresponding to goods included in point 10.10.1.3 of the Argentine foreign exchange regulations (automobiles and certain goods included in section 12.1 of the foreign exchange regulations), may be carried out once 90 (ninety) calendar days have elapsed from the customs entry registration of the goods. For the payment of services provided by non-residents: (i) it will not be necessary to have a sworn statement made through the Argentine Republic Import and Payment of Services System (SIRASE) in “approved” status, nor to validate the operation in the “Single Foreign Trade Current Account” system; and (ii) entities may grant MULC access without prior approval of the Central Bank to make payments for services provided by non-residents, payments for new imports of services provided or accrued from December 13, 2023, when, in addition to other applicable regulatory requirements, the payment falls within certain situations. Regarding services provided by non-residents performed and/or accrued until December 12, 2023, prior approval of the Central Bank will be required, except for some exceptions.
Through Resolution 5466/2023, published in the Official Gazette on December 26, 2023, the advance information regimes SIRA and SIRASE were repealed, creating the new regime “Statistical System of Imports” (SEDI), which establishes that: (i) importers defined in section 1 of Article 91 of the Customs Code must provide advance information regarding their import destinations for consumption, in the form of an affidavit; (ii) the declaration is valid for 360 calendar days from the exit status; (iii) prior to formalization, the AFIP will analyze the tax situation and the “Financial Economic Capacity System” (CEF System); (iv) state agencies must issue their opinions within a maximum period of 30 days, after which, if no opinion is issued, the declaration will automatically move to exit status; and (v) within the regime, neither information nor approval is required regarding the date of access to the MULC (which is processed before the Central Bank). Additionally, the “Register of Commercial Debt for Imports with Foreign Suppliers” is created, in which those with commercial debt for imports of goods formalized before December 13, 2023, and/or debt for services provided before that date, must register.
On January 11, 2024, the Central Bank issued Communication “A” 7945, through which it decided to incorporate, as point 3.x of Communication “A” 7917, among the exceptions to what is provided in points 1.3. and 1.4. of such Communication, those payments for imports of goods made by a natural or legal person for the supply of a critical medicine whose customs entry registration is made through a particular request.
Furthermore, section 10.10.3 of the Consolidated Text allows entities to grant access to the MLC to customers, for the payment of debts for imports of goods and services; provided that certain regulatory requirements are met and it is verified that:
| · | The transaction is declared, if applicable, in the last overdue submission of the Survey of External Assets and Liabilities. |
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| · | Payment of the FOB value corresponding to the import of goods registered as from April 15, 2024 by individuals or legal entities that classify as “MiPyMe” in accordance with the provisions of the rules of “Determination of the status of micro, small and medium-sized companies” (to the extent that they do not correspond to goods included in Section 10.10.1.3 of the restated text of the Consolidated Text) is allowed after 30 calendar days of the import. |
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| · | As from April 15, 2024, entities may provide access to the MULC to make payments for imports of goods with deferred customs entry registration for up to 20% of the FOB value of capital goods when these imports are carried by individuals or legal entities that classify as “MiPyMe” in accordance with the provisions of the rules of “Determination of the status of micro, small and medium-sized companies” (to the extent that they do not correspond to goods included in Section 10.10.1.3 of the Consolidated Text). |
Additionally, Communication “A” 7952 states that importers of goods and services who have acquired Bonds for the Reconstruction of a Free Argentina (“BOPREAL”) in a primary subscription may sell securities with settlement against cable to a third-party account abroad, starting from April 1, 2024, under the following conditions:
(a) The market value of the transactions does not exceed the difference between the value obtained by selling with settlement in foreign currency abroad of the BOPREAL acquired in the primary subscription and their nominal value, if the former is lower.
(b) The accounts to be credited are not located in countries or territories where the recommendations of the Financial Action Task Force are not applied or not sufficiently applied.
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External Assets
Generally, prior approval from the Central Bank is required for the formation of foreign assets (e.g., foreign currency purchase, among others) and for derivative transactions by legal entities that are not entities authorized to operate in foreign exchange, local governments, mutual funds, trusts, and other Argentine entities. Individuals must request prior approval when the value of such assets exceeds USD 200 or USD 100 (in the case of cash purchases) in any calendar month.
External Financial Indebtedness
Borrowers must enter and settle in MULC the financially disbursed debts from September 1, 2019, as a condition, among others, to access MULC to meet their capital and interest service requirements. Subject to compliance with the established regulations, access to MULC will be granted for the prepayment of capital and interest up to 3 (three) business days before the due date of the capital or interest service payment. Clients recording settlements of new financial debts with foreign entities and holding an income certification issued by an entity may access MULC for the following purposes: (i) payments for the importation of goods without the prior approval required by the complementary provisions established in the Consolidated Text; (ii) payments for services to related counterparts without the prior approval of the Central Bank, to the extent that it is a payment from the maturity of an obligation for a service provided at least 180 consecutive days before access or derived from a contract signed with a similar lead time; or (iii) payments of capital in advance of the maturity of commercial debts for the importation of goods and services; provided that the average life of the new indebtedness is at least 2 (two) years longer than the remaining average life of the pre-canceled debt.
Access to MULC before maturity will typically require prior approval from the Central Bank unless: (i) there are foreign currency financings by local entities for foreign currency expenses through credit or purchase cards and/or
| (ii) | there are foreign currency financings by local financial entities canceled with the entry of indebtedness from abroad, in accordance with the provisions of Communication “A” 7532. |
Debt among residents
Accessing MULC for the settlement of debts and other financial obligations in foreign currency, entered into from September 1, 2019, is generally prohibited, except for specific cases (such as payments related to credit cards).
Profits and Dividends
For remitting foreign currency abroad as profits and/or dividends to non-resident shareholders, obtaining prior approval from the Central Bank is mandatory, subject to certain exceptions.
Non-residents
Non-residents are required to secure prior approval from the Central Bank to access MULC for acquiring foreign currency, with only a few exceptions allowed.
Information System
In all cases, and upon meeting the remaining requirements applicable to each case, access to MULC will be granted for the payment of financial or commercial debts and for paying profits or dividends; provided that such debts are reported through the information system of the Central Bank established by Communication “A” 6795.
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Outflows
The Consolidated Text requires prior approval from the Central Bank to transfer funds abroad, unless the interested party submits various affidavits, stating that:
| - | They did not possess Argentine deposit certificates representing foreign shares (“CEDEARs”), and/or available external liquid assets exceeding the equivalent of USD 100,000 at the beginning of the day on which they request access to the market, and all their foreign currency holdings in the country are deposited in accounts at financial institutions. |
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| - | They commit to settle in the MULC, within five business days of its availability, the funds received abroad originating from the collection of loans granted to third parties, the collection of a term deposit, or the sale of any type of asset, when the asset was acquired, the deposit constituted, or the loan granted after May 28, 2020. However, this requirement will not be necessary for certain outgoing transactions specified by the Consolidated Text. |
An affidavit from the client regarding transactions with securities and other assets must also be submitted, unless they have a sworn statement that: Indeed, for access to MULC, a sworn statement is required, among other things, stating that:
(a) no sales of securities have been made through the settlement of foreign currency;
(b) there have been no exchanges of securities issued by residents for external assets;
(c) there have been no transfers of securities to deposit institutions abroad;
(d) no securities issued by non-residents with settlement in Pesos have been acquired in the country;
(e) no Argentine deposit certificates representing foreign shares have been acquired;
(f) no securities representing private debt issued in foreign jurisdictions have been acquired;
(g) no funds in local currency or other local assets (except funds in foreign currency deposited in local financial institutions) have been delivered to any individual or legal entity, resident or non-resident, linked or not, receiving as a prior or subsequent consideration, directly or indirectly, by itself or through a linked, controlled, or controlling entity, external assets, crypto assets, or securities deposited abroad during the 180 (one hundred and eighty) consecutive days prior to accessing MULC;
(h) no funds in local currency or other local assets (except funds in foreign currency deposited in local financial institutions) have been delivered to any individual or legal entity, exercising a direct control relationship over it, or to other companies within the same economic group, except those directly associated with routine transactions between residents for the acquisition of goods and/or services, during the following 180 (one hundred and eighty) consecutive days; and
(i) the applicants also commit not to carry out such operations during the following 180 (one hundred and eighty) consecutive days.
Regarding the aforementioned deadlines, the period to be considered will be 90 (ninety) consecutive days, if they involve securities issued under Argentine law, and 180 (one hundred and eighty) consecutive days, and always concerning securities issued under foreign law.
Moreover, for cases where the client is a legal entity, for the operation not to be subject to the prior approval requirement, the entity must have a sworn statement detailing: (i) individuals or legal entities exercising a direct control relationship over the client; and (ii) other legal entities with which it forms the same economic group.
Companies that share a control relationship as defined in points 1.2.1.1 and 1.2.2.1 of the Consolidated Text, within the “Large Exposures to Credit Risk” regulations, should be considered members of the same economic group. Similarly, to determine the existence of a direct control relationship, the types of relationships specified in point 1.2.2.1 of the aforementioned “Large Exposures to Credit Risk” regulations must be considered.
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Additionally, the aforementioned conditions can be considered fulfilled by the entity if the client submits a sworn statement stating that, within the detailed periods, they did not deliver funds in local currency or other liquid local assets to any individual or legal entity in the country, except those directly associated with routine operations in the course of their business activities. For cases where the client does not submit the mentioned sworn statement, they can present a sworn statement declaring that they have not delivered funds in local currency or other liquid local assets to any individual or legal entity in the country (including direct controllers and members of the economic group), stating (i) that within the specified period in the Consolidated Text, they have not concluded or will conclude the envisaged transactions; and (ii) that in the preceding 180 (one hundred and eighty) consecutive days, they have not received funds in local currency or other liquid assets in the country, except for those associated with routine operations originating from the client or from any of the individuals or legal entities, direct controllers, and members of the economic group informed, to whom funds have been received; or alternatively, they can submit the sworn statements of individuals, whether human or legal, direct controllers, or members of the economic group, who received funds.
According to the Consolidated Text, in which it established that, in the preparation of sworn statements provided for in points 3.16.3.1 and 3.16.3.2, sales of securities settled in foreign currency in the country or abroad should not be taken into account when the total funds obtained from such settlements have been or will be used within 10 (ten) consecutive days for the following operations:
(a) payments from the maturity of principal or interest on new financial borrowings from abroad disbursed from October 2, 2023, and which include, at a minimum, a 1 (one) year grace period for the payment of principal;
(b) repatriations of capital and income associated with direct investments by non-residents, received from October 2, 2023; provided that repatriation occurs, at a minimum, 1 (one) year after the capital contribution is made and compliance with the legal mechanisms provided for in such cases;
(c) payments from the maturity of principal and interest on debt securities issued from October 2, 2023, with public registration in the country, denominated and subscribed in foreign currency, whose services are payable in the country and include a minimum of 2 (two) years of grace period for the payment of principal;
(d) payments from the maturity of principal or interest on financial borrowings from abroad that do not generate disbursements as they are refinancing of capital and/or interest of operations covered in points (i) and (iii); provided that refinancing does not anticipate the maturity of the original debt; and
(e) payments from the maturity of principal or interest on debt securities issued with public registration in the country, denominated in foreign currency, and whose services are payable in the country, which do not generate disbursements as they are refinancing of capital and/or interest of operations covered in the preceding point (iii), to the extent that refinancing does not anticipate the maturity of the original debt.
In all the aforementioned cases, the client must submit a sworn statement stating that the funds received from operations in points (i) to (iii) were used to make payments in the country related to the realization of investments in Argentina.
Furthermore, situations allowing the entity to accept the sworn statement of a client with liquid external assets and/or CEDEARs exceeding the limit set in point 3.16.2.1 of the Consolidated Text (USD 100,000) may also include funds deposited in foreign bank accounts resulting from the sale of securities settled in foreign currency.
In addition, the sale of BOPREAL bonds against a payment in foreign currency and the transfer thereof to foreign depositaries, up to an amount equal to the amounts subscribed by the importer, is excluded from the aforementioned restrictions.
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It should be noted that, as a rule, prior approval from the Central Bank is required if the client is a natural or legal person included by the Federal Administration of Public Revenue (“AFIP”) in the list of invoices or equivalent documents classified as apocryphal. The list of individuals or legal entities included in this registry by the AFIP is available at the following website:
https://servicioscf.afip.gob.ar/Facturacion/facturasApocrifas/default.aspx.
Additionally, if the individuals or legal entities are considered obligated subjects to comply with the Registry of Exchange Information for Exporters and Importers of Goods whose registration process is listed as not registered, an affidavit must be submitted.
Securities Transactions
The Consolidated Text establishes that transactions of securities entered into abroad cannot be settled in Argentine Pesos in the country. Operations settled in foreign currency can only be settled in Argentine Pesos in the country if they are conducted within the country. It also specifies that purchase and sale transactions of securities settled in foreign currency must be paid through one of the following mechanisms:
(a) By transferring funds to and from accounts in the client’s name in local financial institutions.
(b) Against a cable on bank accounts in the client’s name in a foreign entity not incorporated in countries or territories where the Recommendations of the Financial Action Task Force are not applied or not sufficiently applied.
Against cable on a third-party accounts in a foreign entity not incorporated in countries or territories where the Recommendations of the Financial Action Task Force are not applied or not sufficiently applied, in the case of the sale of BOPREAL acquired by the seller in a primary subscription
Other sales of securities executed on or after April 1, 2024, may also be settled under these conditions to the extent that the market value of these transactions does not exceed the difference between the value obtained from the sale with settlement in foreign currency abroad of the BOPREAL bonds acquired by the seller in a primary subscription for debts of imports of goods and services and their nominal value, if the former is lower. Under no circumstances is the settlement of these operations allowed through payment in foreign currency banknotes or through their deposit in custody accounts or third-party accounts.
Despite this, it is understood that the acquisition of securities settled in Argentine Pesos in the country with funds from abroad would not be prevented, as long as the transaction is not documented abroad. Similarly, the transfer of securities from abroad to commissary accounts in Argentina for subsequent sale settled in Argetine Pesos in the country is not restricted; provided that the operation is arranged within the country.
On December 13, 2023, through Resolution No. 988, the CNV standardized the minimum holding periods for negotiable securities within a portfolio. It stipulated that, to execute the sale of negotiable securities with settlement in foreign currency, regardless of the law of issuance and jurisdiction, a minimum holding period of one (1) business day from accreditation in the Central Depository Agent for Negotiable Securities must be observed. This rule does not extend to the purchase of negotiable securities with settlement in foreign currency and any jurisdiction.
Additionally, Resolution No. 988 established that Clearing Agents and Trading Agents cannot process or settle sales of negotiable securities with settlement in foreign currency, both locally and internationally, for client orders maintaining long positions in repos and/or overnight operations, irrespective of the settlement currency.
In line with the new regulations issued by the SEC, which shortened the standard settlement cycle for most broker-dealer securities transactions from two business days after the trade date (T+2) to one business day (T+1), the CNV, through Resolution No. 1000/2024 issued in May 2024, adjusted its regulatory framework regarding settlement periods for cash transactions.
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Finally, on February 5, 2024, the CNV released General Resolution No. 990/2024, stating that, for the sale of negotiable securities with settlement in foreign currency, regardless of the law of issuance and jurisdiction, a minimum holding period of one (1) business day from accreditation in the Central Depository Agent for Negotiable Securities must be observed. This does not apply to the purchase of negotiable securities with settlement in foreign currency and any jurisdiction. As part of this, it is established that, to proceed with transfers to foreign depositary entities of negotiable securities acquired with settlement in national currency, regardless of the law of issuance, a minimum holding period in the portfolio of one (1) business day must be observed, counted from its accreditation in the Central Depository Agent for Negotiable Securities. This rule has exceptions in cases where accreditation in the mentioned agent: (i) results from the primary placement of negotiable securities issued by the National Treasury or the Central Bank, in accordance with the provisions of Communication “A” 7918, its amendments, and/or related regulations; or (ii) involves CEDEARs traded on markets regulated by the CNV.
Moreover, through Resolutions No. 990/2024 and 995/2024, the CNV unified the conditions and daily maximum amounts for operations, raising the limit to 200 million daily for operations and transfers of negotiable securities abroad. BOPREAL are exempt from the limits and prior information requirements for issuing transfers to foreign depositary entities, as well as for arranging their sale in the country with transfers to foreign depositary entities, with settlement in foreign currency. This exemption applies as long as such negotiable securities have been acquired through a primary placement or bidding process, and up to the total nominal value subscribed for that security. Such exemption also applies to transactions of certain negotiable securities with settlement in foreign currency, complementary to the BOPREAL issued by the Central Bank for the payment to foreign suppliers. As from April 1, the amendments set forth in Resolution No. 995/2024 exempt such transactions, as well as the BOPREALs, from the minimum holding period and from the limits and prior information regime required both to make transfers to foreign depositaries and to arrange their sale with settlement in foreign currency abroad.
Finally, through Resolution No. 1004/2024, the CNV established that sales of negotiable securities with settlement in foreign currency locally carried out by resident individuals or legal entities with funds from UVA mortgage loans, up to the amount of such loans and to the extent that the proceeds of such sales are applied to the purchase of real estate, are exempt from: (i) compliance with the minimum holding period required for the execution of such transactions, (ii) the prior information regime required, and (iii) the restrictions for client orders maintaining long positions in repos and/or overnight operations.
BOPREAL
The BOPREAL are securities issued by the Central Bank in USD for importers of goods and services with outstanding payment obligations for imports of goods with customs registration and/or services effectively rendered until December 12, 2023.
On December 22, 2023, Decree 72/2023 was published in the Official Gazette, establishing the possibility that bonds or securities issued by the Central Bank, for those who have debts for imports of goods with customs entry registration and/or importation of services effectively provided until December 12, 2023, can be used as a form of payment for the cancellation of tax and customs obligations, plus their interests, fines, and accessories, except for certain exceptions. These bonds or securities are those issued from the effective date of the Decree December 12, 2023, until March 31, 2024, can be freely transferred by their holders, and their use will be limited to a total value of USD 3,500,000, to be used according to a specific schedule.
On January 11, 2024, the Central Bank issued Communication “A” 7940, allowing the sale of BOPREAL with settlement against a foreign account under specific conditions. This includes the requirement that the seller acquired the securities in a primary subscription, and the receiving accounts are not in countries or territories lacking or inadequately applying the recommendations of the International Financial Action Task Force.
Likewise, through Communication “A” 7941, the Central Bank established that importers of goods and services who subscribe to BOPREAL may access the foreign exchange market to pay commercial debts for the import of goods and services prior to December 13, 2023, for which the subscription of the title was not requested; provided that certain requirements are met.
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Additionally, importers of goods and services who subscribe to BOPREAL for the longest period offered by the Central Bank before January 31, 2024, and for an amount equal to or greater than 25% of the total outstanding amount for their eligible debts under points 1 and 2 of Communication “A” 7925, may access the foreign exchange market since February 1, 2024, to pay such commercial debts for the import of goods and services prior to December 13, 2023, for which the subscription of the aforementioned title was not requested; provided that the payment does not exceed 50% of the amount liquidated simultaneously as advanced export proceeds for goods to be canceled with shipments for which payments were to be entered beginning March 1, 2025, at a maximum monthly rate of 10% of the total amount of advances fitting into this mechanism.
In this regard, along with other applicable regulatory requirements, the entity must have: (i) an affidavit from the importer stating that prior approval from the Central Bank will be required to cancel these advanced export proceeds before the stipulated deadlines; and (ii) an affidavit from the client indicating the subscribed amount of the BOPREAL of longest term and the amounts of commercial debts for goods and services from transactions prior to December 13, 2023, that are eligible.
Moreover, certain adjustments to the foreign exchange regulations applicable to the payment of profits and dividends were made, including, among others, the following: (i) resident companies are allowed to subscribe BOPREAL for up to the amount in local currency of the profits and dividends which payment is pending to non-resident shareholders, according to the distribution determined by the shareholders’ meeting; (ii) access to the
MULC is granted to pay profits and dividends, as long as the applicable requirements are met, by performing a swap and/or arbitrage with the funds deposited in a local account and originated in foreign currency collections of principal and interest from the BOPREAL; (iii) non-residents are allowed to subscribe BOPREALs for up to the amount in local currency of the profits and dividends payments received in the country since September 1, 2019, and that have not been remitted abroad, adjusted by the latest Consumer Price Index available at the date of subscription; and (iv) access the MULC is allowed to repatriate portfolio investments of non-residents generated in collections in the country of profits and dividends by subscription of BOPREAL, as long as they meet the applicable requirements, by performing a swap and/or arbitrage with the funds deposited in a local account and originated in foreign currency collections of principal and interest from BOPREALs.
Reporting Regime of the Central Bank
In accordance with the provisions of the new exchange regulations, in certain cases, compliance with the “Survey of External Assets and Liabilities” regime established by the Central Bank through Communication “A” 6401, later amended by Communication “A” 6795, is required for access to the MULC.
This regime specifies that information on External Assets and Liabilities will be provided based on the following classification: “Shares and other equity interests,” “Non-negotiable debt instruments,” “Negotiable debt instruments,” “Financial derivatives,” and “Land, structures, and real estate.”
The regulations set forth that, starting from data for the first quarter of 2020, the declaration of the Survey of External Assets and Liabilities is governed by the following guidelines: (i) all legal entities or individuals with external liabilities at the end of any calendar quarter, or who have settled them during that quarter, must declare the Survey of External Assets and Liabilities; and (ii) those declarants for whom the balance of external assets and liabilities at the end of each year reaches or exceeds the equivalent of USD 50 million must make an annual submission (which will allow supplementing, confirming, and/or correcting quarterly submissions), and this can be optionally submitted by any legal entity or individual.
Regarding the deadlines for submitting declarations, it is regulated that the maximum deadlines for submitting and validating the declarations will be as follows: (i) 45 (forty-five) calendar days from the close of the reference calendar quarter for quarterly declarations, and (ii) 180 (one hundred and eighty) calendar days from the close of the reference calendar year for annual submissions. The data loading and validation for this regime must be carried out through an electronic form available for download from the AFIP website.
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Law No. 27,742 - “Ley De Bases y Puntos De Partida para la Libertad de los Argentinos”
On June 28, 2024, the Argentine Congress passed Law No. 27,742 “Ley Bases y Puntos De Partida para la libertad de los Argentinos”, which was enacted by the PEN on July 8, 2024. Law No. 27,742 encompasses several major reforms aimed at overhauling the country's economic and administrative structures. Among other provisions, Law No. 27,742 includes:
| - | The declaration of public emergency in administrative, economic, financial, and energy matters for a period of one year; |
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| - | Broad deregulation measures to reduce government intervention in the economy. This includes simplifying business regulations and reducing bureaucratic hurdles for businesses. In this sense, it includes, without limitation, amendments and repeals of regulations in the following areas: (i) public administration organization; (ii) administrative procedure; (iii) conflict resolution with the Argentine Government; (iv) regulations applicable to commercial companies; (v) financial administration regime; (vi) obligations and contracts regime aimed at strengthening the autonomy of the parties’ will; and (vii) promotion and incentives for large investments; |
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| - | Authorization for the total or partial privatization of certain companies wholly or majority owned by the Argentine Government; |
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| - | An Incentive Regime for Large Investments (“RIGI”, as per its acronym in Spanish), which establishes benefits for national and foreign companies that invest in projects “conducive to the prosperity of the country” involving investments equal to or exceeding USD 200 million. On August 23, the Argentine Government published Decree 749/2024 approving the implementation of the RIGI within the framework of Law No. 27,742; |
Law No. 27,743 - “Medidas Fiscales Paliativas y Relevantes”
| - | Law No. 27,743 “Medidas Fiscales Paleativas y Relevantes”(the “Fiscal Measures Law”) was approved by the Argentine Congress on June 28, 2024 and published in the Official Gazette on July 8, 2024. The most relevant points of this law are the following: |
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| - | Regime for exceptional regularization of tax, customs and social security obligations:Taxpayers and persons liable for tax, customs and certain social security obligations due as of March 31, 2024, may adhere –up to 150 calendar days as from the date this regime comes into effect– to an installment plan (which will range from 36 to 84 monthly payments) or to a cash payment plan for obligations and offenses. |
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| - | Adherence to the regime will generate the remission of a percentage of the compensatory and punitive interest accrued for late payment from 70% to 20% depending on the time at which it is formalized. Likewise, the fines and penalties applied will be remitted. The total cancellation of the debt under the conditions set forth in this regime –in cash or by means of a payment facilities plan– will extinguish the criminal action, to the extent that there is no final judgment as of the date of cancellation. Criminal action will also be extinguished with respect to those obligations that have been cancelled prior to the effective date of the regime to the extent that there is no final judgment as of such date. |
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| - | Asset regularization regime - laundering of assets:Individuals, undivided estates and subjects included in Section 53 of the Income Tax Law who are tax residents, as well as those who are not tax residents for their assets located in Argentina or for the income they have obtained from Argentine sources, may adhere to this regime until April 30, 2025 (with the possibility of the Argentine Federal Government extending it until July 31, 2025).The assets covered by this regime may be assets located in Argentina or abroad that are owned or were in their possession or custody as of December 31, 2023. |
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| - | Subjects that adhere to the regime must pay a special tax in U.S. dollars which applicable rate on the goods that are externalized will be 0% when their value is less than USD 100,000. Once this value is exceeded, a progressive tax rate of 5%, 10% and 15% will be applied depending on the moment in which the adherence to the plan becomes effective. Subjects will be exempt from paying this special tax if the funds subject to this regime remain deposited in the corresponding account until December 31, 2025. |
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| - | During the term in which the funds are deposited in the special account for regularization of assets, they may be invested exclusively in the financial instruments indicated permitted by the applicable regulations. The proceeds from the sale of regularized securities will be treated similarly if they are transferred to a special account. |
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| - | Those who adhere to the regime will be released from any civil action and for tax, exchange, customs and administrative offenses that may be applicable due to non-compliance with the obligations related to or originating from the goods, credits and holdings declared under this regime. |
| - | Tax on the Transfer of Real Estate of Individuals and Undivided Estates: Effective from July 8, 2024, this tax was repealed. |
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| - | Modification to simplified regime for small taxpayers: The amounts of the categories applicable as from January 1, 2024 are increased. |
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| - | Tax Transparency Regime for Consumers: Includes the obligation of discriminating the VAT from the final price, with the main goal of informing the final customers of the taxes included in the price of goods, leases and services. |
Money Laundering
Argentine Law No. 25,246, as amended and/or complemented by Laws Nos. 26,087, 26,119, 26,268, 26,683, 26,831, 26,860 and 27,304 (the “Anti‑Money Laundering Law”), categorizes money laundering as a crime, which is defined as the exchange, transfer, management, sale or any other use of money or other assets obtained through a crime, by a person who did not take part in such original crime, with the potential result that such original assets (or new assets resulting from such original assets) have the appearance of having been obtained through legitimate means. In spite of the fact that there is a specific amount for the money laundering category of the amount of 150 minimum wages, the crimes committed for a lower amount are also punished, but the prison sentence is reduced.
After the enactment of Law No. 26,683, money laundering was included in the Penal Code as an independent crime against economic and financial order and it was split from the title “Concealment” as originally disposed. Therefore, money laundering is a crime which may be prosecuted independently. The Anti‑Money Laundering Law created the Financial Information Unit, or “UIF,” which is responsible for the analysis, treatment and procurement of information to prevent money laundering originating from, among others:
| · | Crimes related to the traffic and illegal commercialization of drugs (Law No. 23,737); |
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| · | Crimes related to arms traffic (Law No. 22,415); |
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| · | Crimes related to illegal association or terrorist association; |
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| · | Crimes committed by illegal associations organized to commit crimes for political or racial purposes; |
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| · | Crimes against Public Administration; |
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| · | Crimes of minor’s prostitution and child pornography; and |
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| · | Crimes related to terrorism financing. |
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The UIF analyzes the information received from entities that have the obligation to report suspicious activities or operations and, as the case may be, inform the Public Ministry to carry out the investigations that may be considered relevant or necessary.
The UIF analyzes the information it receives and informs the Public Prosecutor as to whether it should carry out any investigations. Once the information is received, the UIF may request additional information and undertake any action it deems useful for the fulfillment of its functions. In the context of the analysis, respondents may not rely on bank, tax, stock or professional secrecy, or contractual confidentiality commitments to oppose a request for information from the UIF. Once the analysis is completed, the UIF is empowered to (i) receive voluntary declarations, which in no case may be anonymous, (ii) require the collaboration of all State information services, which are required to provide it in the terms of the current procedural regulations, (iii) request the Public Prosecutor’s Office to require the competent judge to resolve the suspension of execution of any transaction, (iv) request the Public Prosecutor’s Office to require search warrants it deems useful for the investigation, (v) request the Public Ministry to manage all the legal means necessary to obtain information from any source or origin, and (vi) apply sanctions.
The anti‑money laundering framework in Argentina also assigns information and control duties to certain private sector entities, such as banks, non‑profit organizations, stock exchanges, and insurance companies, including the Central Bank. These regulations apply to many Argentine companies, including us. These obligations consist mainly of: (i) maintaining internal policies and procedures for money laundering prevention and financing of terrorism, including “know your client” procedures, as appropriate; (ii) reporting suspicious activity; and (iii) acting according to the Anti‑Money Laundering Law with respect to the confidentiality of the information obtained from the clients. For that purpose, each entity involved must appoint an officer responsible for the monitoring and control under the Anti‑Money Laundering Law.
As part of a more comprehensive modification of the rules that govern the scope of supervision of CNV, derived from the enactment of the revised CML and the CNV Rules, which established a new regime for the public offer of securities, CNV issued a revision of its rules to incorporate a new chapter of Anti‑Money Laundering Laws including provisions related to the fulfillment of duties to be complied by “Agentes de Negociación,” “Agentes de Liquidación y Compensación,” “Agentes de Distribución y Colocación” and “Agentes de Administración de Productos de Inversión Colectiva,” each of which is considered mandatory under the terms of sections 4, 5 and 22 of Section 20 of Law No. 25,246. Such agents are required to comply with Law No. 25,246 and its amendments, regulations enacted by UIF, including executive orders with reference to the decisions adopted by the United Nations Security Council in the fight against terrorism and to comply with the resolutions issued by the Ministry of Foreign Affairs, International Trade and Religion. Furthermore, “Agentes de Custodia de Productos de Inversión Colectiva (Sociedades Depositarias de Fondos Comunes de Inversión),” “Agentes de corretaje,” “Agentes de depósito colectivo” and listed companies with respect to contribution, irrevocable contributions or indebtedness made by a shareholder or a third person to become a shareholder in the future, are also reached by the resolution.
Each of these entities must send by internet (through the online application of CNV) their tax identification number. Additionally, in case of companies, the personal data of the “Compliance Officer” (both regular and alternate) must also be disclosed.
The CNV Rules provide that entities it regulates may only take action relating to public offerings of securities, stipulated, future or optional contracts of any nature and other instruments and financial products with registered, domiciled or domestic counterparties known to CNV or foreign counterparties in jurisdictions included on the list of cooperating countries provided in Section 2º, subsection b) of Decree No. 589/2013.
Where a counterparty is not included in the referred list and is from a jurisdiction where it is regulated by an entity similar to CNV, validity of the transactions will be granted if the foreign regulator has signed a memorandum of understanding, cooperation and exchange of information with the CNV.
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With the purpose of strengthening the requirements applicable to the grant of authorization to operate in the capital markets, additional requirements were established in connection with: (i) competence and capacity; (ii) moral integrity and honesty and (iii) solvency. Such requirements are subject to the appraisal of CNV and must be fulfilled by managers, directors, auditors and any other individual who performs duties or activities within the company.
Pursuant to Decree 360/2016 dated February 16, 2016, the Argentine Government created the Argentine Coordination Program for Combating Money Laundering and Terrorist Financing within the purview of the Ministry of Justice and Human Rights. Its purpose is to rearrange, coordinate and strengthen the anti‑money laundering and anti‑terrorist financing system at the national level, in light of the actual risks that could impact Argentina territory and the global requirements to be met under the scope of the obligations and international recommendations of the United Nations and the Financial Action Task Force standards.
Moreover, Law No. 27,260, which introduced certain tax modifications and a new regime for residents to disclose undeclared assets, established that the UIF would now be within the purview of the Argentine Ministry of Economy and Finances. Nowadays, as a result of the reorganization of said ministry, the UIF depends on the Argentine Ministry of Economy. For its part, the UIF issued Resolution No. 4/2017, which requires certain specific due diligence procedures (commonly called “know your client”) to be performed when a national or foreign depositor opens a bank account for the purpose of investment.
On March 5, 2018, the UIF Resolution No. 21/2018 on guidelines for the management of risks of money laundering and financing of terrorism and on the minimum compliance to be adopted for the prevention of laundering was published in the Official Gazette. In line with UIF Resolution No. 30-E/17 addressed to the financial sector, UIF Resolution No. 21/2018 also moves from a formalistic compliance approach to a risk-based approach, in order to ensure that the measures implemented are commensurate with the risks identified. In this way, the obligated subjects must identify and evaluate their risks and, depending on this, adopt management and mitigation measures. In this framework, they are enabled to implement accredited technological platforms that allow carrying out procedures at a distance, without personal display of the documentation, without this conditioning the fulfillment of due diligence duties.
Likewise, it is reported that in August 2018, in accordance with Resolution No. 97/2018 of the UIF, the regulation of the Central Bank’s duty of cooperation with the UIF was approved to adapt said regulation to Resolution No. 30-E/2017.
On November 19, 2019, the UIF issued Resolution No. 117/2019, updating certain thresholds established in past Resolutions with the purpose of achieving an effective prevention of money laundering and terrorism financing and from a risk-based approach, all of it in accordance with the international standards promoted by the Financial Action Task Force. Such update was incorporated into Argentine legislation by Law No. 25,246, which was in turn the basis of the update of thresholds established in UIF Resolutions No. 21/2011, 28/2011, 30/2011, 30/2011, 65/2011, 70/2011, 199/2011, 199/2011, 11/2012, 16/2012, 17/2012, 18/2012, 22/2012, 23/2012, 32/2012, 66/2012, 140/2012, 50/2013, 30/2017, 21/2018 and 28/2018. Furthermore, on April 13, 2022, the thresholds established in Resolution No. 117/2019 were updated by the publication of Resolution No. 50/2022.
On October 19, 2021, UIF Resolution No. 112/2021 established certain measures and procedures that all regulated entities must observe pursuant to identifying the Beneficial Owner and, pursuant to the new changes, it incorporated a new definition of Beneficial Owner, indicating that these shall be any “human person/s who own/s at least 10% of the capital or voting rights of a legal person, a trust, an investment fund, an affectation patrimony and/or of any other legal structure; and/or to the human person/s who by other means exercise/s the final control of such entity.”
On January 13, 2022, UIF Resolution No. 6/2022 amended UIF Resolutions No. 30/2017, 21/2018 and 28/2018, which are applicable to entities regulated by the Central Bank, the CNV and/or the Superintendence of Insurance of Argentina, respectively.
On February 1, 2023, Resolution No. 14/2023 was published in the Official Gazette, which aims to establish the minimum requirements for the identification, assessment, monitoring, management and mitigation of money laundering and terrorist financing risks that the obligated subjects included in Section 20 sections 1 and 2 of Law No. 25,246 must adopt and apply, in accordance with their policies, procedures and controls, in order to avoid the risk of being used by third parties with criminal objectives of money laundering and terrorist financing. Such resolution repealed Resolution No. 30E/2017 of the UIF without effect.
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On May 10, 2023, Resolution No. 78/2023 was published in the Official Gazette, which amended the regulatory framework issued with respect to the obligated subjects included in Section 20 sections 4 and 5 and those of section 22 that have the role of Financial Fiduciaries of Law No. 25,246 in order to adapt the obligations that they must comply with to manage and mitigate money laundering and terrorism financing risks, in accordance with the standards, good practices, guides and international guidelines currently in force, pursuant to the Recommendations issued by the Financial Action Task Force. This resolution repealed Resolution No. 21/2018 of the UIF.
On May 17, 2023, Resolution No. 84/2023 was published in the Official Gazette, which updates the thresholds established for the different regulated sectors in order to improve the effectiveness of the anti-money laundering and terrorist financing prevention system and update the regulations applicable to each sector. Therefore, an automatic updating mechanism of the thresholds was established, adopting as parameter the minimum salary set by the “Secretaría de Trabajo, Empleo y Seguridad Social, Consejo Nacional del Empleo, la Productividad y el Salario Mínimo, Vital y Móvil”, in force as of December 31 of the previous calendar year and as of June 30 of the current calendar year, as applicable.
On January 8, 2024, UIF Resolution No. 1/2023 was published in the Official Gazette. Its purpose is to establish the minimum requirements for the identification, evaluation, monitoring, management, and mitigation of money laundering and terrorist financing risks that financial institutions must adopt and apply in accordance with their policies, procedures, and controls to avoid the risk of being used by third parties for criminal purposes of money laundering and terrorist financing.
These regulations, which will imply increased controls by financial institutions and may eventually require additional information from their clients, came into effect on March 1, 2024.
On March 18, 2024, UIF Resolution No. 42/2024 was published in the Official Gazette. Through this resolution, the UIF establishes the minimum requirements for the identification, evaluation, monitoring, management, and mitigation of money laundering and terrorist financing risks that registered professionals, whose activities are regulated by the Professional Councils of Economic Sciences, must adopt and apply in accordance with their policies, procedures, and controls to avoid the risk of being used by third parties for criminal purposes of money laundering and terrorist financing. Consequently, the current regulatory framework is modified to establish and/or adjust the obligations that Public Accountants must fulfill when conducting Specific Activities as set forth in Recommendation 22, with the scope indicated, to manage and mitigate the risks of money laundering and terrorist financing, in line with international standards, best practices, guides, and guidelines currently in force, according to the Recommendations issued by the Financial Action Task Force.
Additionally, on March 18, 2024, UIF Resolution No. 43/2024 was published in the Official Gazette. This resolution establishes the minimum requirements for the identification, evaluation, monitoring, management, and mitigation of money laundering and terrorist financing risks that registered real estate agents and brokers, as well as any type of company engaged in real estate brokerage, integrated and/or managed exclusively by registered real estate agents or brokers, must adopt and apply in accordance with their policies, procedures, and controls to avoid the risk of being used by third parties for criminal purposes of money laundering and terrorist financing. This resolution proposes a segmentation of clients based on the risk assigned to each, also distinguishing the due diligence measures to be applied according to their respective risk ratings.
On March 19, 2024, UIF Resolution No. 47/2024 was published in the Official Gazette. This resolution introduces amendments to UIF Resolution No. 50/2011, concerning the Reporting System for Transactions. In this regard, it incorporates among the registration requirements for Obligated Entities, the certification issued by the Argentine Registry of Recidivism regarding the criminal records of the members of the board of directors and the ultimate beneficial owners, and additionally includes a procedure for deregistration as an obligated entity.
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On March 25, 2024, UIF Resolution No. 48/2024 was published in the Official Gazette. Through this resolution, the UIF establishes the minimum requirements for the identification, evaluation, monitoring, management, and mitigation of the risks of money laundering, terrorist financing, and the proliferation of weapons of mass destruction, that lawyers must adopt and apply when, on behalf of and/or for their clients, they prepare or conduct transactions in the following activities:
(i) purchase and/or sale of real estate, where the amount involved exceeds 700 minimum wages; (ii) management of assets and/or other assets where the amount involved exceeds 150 minimum wages; (iii) management of bank accounts, savings, and/or securities where the amount involved exceeds 50 minimum wages; (iv) organization of contributions for the creation, operation, or administration of legal entities or other legal structures; and (v) creation, operation, or administration of legal entities or other legal structures, and the purchase and sale of businesses and/or interests in legal entities or other legal structures.
On March 25, 2024, UIF Resolution No. 49/2024 was also published in the Official Gazette. This resolution establishes the minimum requirements for the identification, evaluation, monitoring, management, and mitigation of the risks of money laundering, terrorist financing, and the financing of the proliferation of weapons of mass destruction that virtual asset service providers must adopt and apply to manage, in accordance with their policies, procedures, and controls, the risk of being used by third parties for criminal purposes of money laundering, terrorist financing and the financing of the proliferation of weapons of mass destruction.
On March 26, 2024, Resolution No. 56/2024 was published in the Official Gazette, replacing the definition of “Suspicious Transactions” with “Suspicious Facts or Transactions" and revising the definition of “Unusual Transactions.” In this context, “Suspicious Facts or Transactions” will be understood as “those attempted or carried out that cause suspicion or reasonable grounds to suspect that the assets involved come from or are linked to a criminal offense, or are related to terrorist financing, or the financing of the proliferation of weapons of mass destruction, or that, having previously been identified as unusual, after analysis and evaluation by the obligated entity, their unusual nature cannot be justified.” “Unusual Transactions” will be understood as those “transactions, attempted or carried out, whether isolated or repeated, regardless of the amount, that lack economic and/or legal justification, and/or do not align with the client’s risk level or transactional profile, and/or that, due to their frequency, regularity, amount, complexity, nature, and/or other particular characteristics, deviate from market practices.”
Finally, on July 19, 2024, Resolution No. 110/2024 was published in the Official Gazette, establishing the duty for obligated entities to implement a risk management system to detect suspicious transactions of money laundering, terrorist financing, and the financing of the proliferation of weapons of mass destruction linked to the aforementioned regime, carried out by their clients under the “Asset Regularization Regime” established in Title II of Law No. 27,743. In this sense, the suspicious transaction report must be “duly substantiated and contain a description of the circumstances under which the transaction is considered suspicious, within the framework of the Asset Regularization Regime, and reflect an adequate analysis of the client's operations and transactional profile.”
E. Taxation
United States Taxation
The following summary describes the material United States federal income tax consequences of the ownership and disposition of our common shares and GDSs. The discussion set forth below is applicable only to U.S. Holders (as defined below) that hold the common shares or GDSs as capital assets. This summary does not represent a detailed description of the United States federal income tax consequences applicable to you if you are subject to special treatment under the United States federal income tax laws, including if you are:
| · | a bank or other financial institution; |
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| · | a dealer in securities or currencies; |
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| · | a regulated investment company; |
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| · | a real estate investment trust; |
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| · | an insurance company; |
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| · | a tax-exempt organization; |
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| · | a person holding the common shares or GDSs as part of a hedging, integrated or conversion transaction, constructive sale or straddle; |
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| · | a trader in securities that has elected the mark-to-market method of accounting for your securities; |
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| · | a person liable for alternative minimum tax; |
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| · | a person who owns or is deemed to own 10% or more of our stock (by vote or value); |
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| · | a person required to accelerate the recognition of any item of gross income with respect to the common shares or GDSs as a result of such income being recognized on an applicable financial statement; |
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| · | a partnership or other pass–through entity for United States federal income tax purposes; or |
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| · | a person whose “functional currency” is not the U.S. dollar. |
Furthermore, the discussion below is based upon the provisions of the Internal Revenue Code of 1986, as amended (the “Code”), and regulations, rulings and judicial decisions thereunder as of the date hereof, and such authorities may be repealed, revoked or modified (possibly on a retroactive basis) so as to result in United States federal income tax consequences different from those discussed below. This summary does not contain a detailed description of all the United States federal income tax consequences to you in light of your particular circumstances and does not address the Medicare tax on net investment income, United States federal estate and gift taxes or the effects of any state, local or non-United States tax laws. In addition, this summary assumes that the deposit agreement governing the GDSs, and all other related agreements, will be performed in accordance with their terms.
As used herein, the term “U.S. Holder” means a beneficial owner of common shares or GDSs that is for United States federal income tax purposes:
| · | an individual who is a citizen or resident of the United States; |
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| · | a corporation created or organized in or under the laws of the United States, any state thereof or the District of Columbia; |
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| · | an estate the income of which is subject to United States federal income taxation regardless of its source; or |
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| · | a trust if it (1) is subject to the primary supervision of a court within the United States and one or more United States persons have the authority to control all substantial decisions of the trust or (2) has a valid election in effect under applicable United States Treasury regulations to be treated as a United States person. |
If a partnership (or other entity or arrangement treated as a partnership for United States federal income tax purposes) holds the common shares or GDSs, the tax treatment of a partner will generally depend on the status of the partner and the activities of the partnership. If you are a partner of a partnership holding the common shares or GDSs, you should consult your tax advisors.
YOU SHOULD CONSULT YOUR OWN TAX ADVISORS CONCERNING THE UNITED STATES FEDERAL INCOME TAX CONSEQUENCES TO YOU OF THE OWNERSHIP AND DISPOSITION OF COMMON SHARES OR GDSs AS WELL AS ANY CONSEQUENCES ARISING UNDER OTHER UNITED STATES FEDERAL TAX LAWS AND THE LAWS OF ANY OTHER TAXING JURISDICTION.
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GDSs
If you hold GDSs, for United States federal income tax purposes, you generally will be treated as the owner of the underlying common shares that are represented by such GDSs. Accordingly, deposits or withdrawals of common shares for GDSs by U.S. Holders will not be subject to United States federal income tax.
Distributions on Common Shares or GDSs
Subject to the discussion under “—Passive Foreign Investment Company” below, the gross amount of distributions on our common shares or GDSs (including amounts withheld to reflect Argentine withholding taxes, if any) will be taxable as dividends to the extent paid out of our current or accumulated earnings and profits, as determined under United States federal income tax principles. Such dividends will be includable in your gross income as ordinary income on the day actually or constructively received by you, in the case of our common shares, or by the GDS Depositary, in the case of our GDSs. Such dividends will not be eligible for the dividends received deduction generally allowed to corporations under the Code.
Subject to applicable limitations (including a minimum holding period requirement), dividends received by non-corporate U.S. Holders from a qualified foreign corporation may be treated as “qualified dividend income” that is subject to reduced rates of taxation. A foreign corporation generally is treated as a qualified foreign corporation with respect to dividends paid by that corporation on common shares (or GDSs representing such common shares) that are readily tradable on an established securities market in the United States. United States Treasury Department guidance indicates that our GDSs (which are listed on the NYSE) are readily tradable on an established securities market in the United States. Thus, we believe that dividends that we pay on our GDSs to U.S. Holders will be potentially eligible for these reduced tax rates. However, since our common shares are not listed on an established securities market in the United States, we do not believe that dividends that we pay on our common shares that are not represented by GDSs currently meet the conditions required for these reduced tax rates. There also can be no assurance that our GDSs will be considered readily tradable on an established securities market in the United States in later years. In addition, non-corporate U.S. Holders will not be eligible for reduced rates of taxation on any dividends received from us if we are a PFIC in the taxable year in which such dividends are paid or in the preceding taxable year (as discussed under “—Passive Foreign Investment Company” below). Non-corporate U.S. Holders should consult their own tax advisors regarding the application of these rules given their particular circumstances.
The amount of any dividend paid in Pesos will equal the U.S. dollar value of the Pesos received calculated by reference to the exchange rate in effect on the date the dividend is actually or constructively received by you, in the case of our common shares, or by the GDS Depositary, in the case of our GDSs, regardless of whether the Pesos are converted into U.S. dollars. If the Pesos received as a dividend are not converted into U.S. dollars on the date of receipt, you will have a tax basis in the Pesos equal to their U.S. dollar value on the date of receipt. Any gain or loss realized on a subsequent conversion or other disposition of the Pesos will be treated as United States source ordinary income or loss.
Subject to certain complex conditions and limitations (including a minimum holding period requirement), Argentine withholding taxes on dividends, if any, may be treated as foreign taxes eligible for credit against your United States federal income tax liability. For purposes of calculating the foreign tax credit, dividends paid on our common shares or GDSs will be treated as income from sources outside the United States and will generally constitute passive category income. However, United States Treasury regulations addressing foreign tax credits (the “Foreign Tax Credit Regulations”) impose additional requirements for foreign taxes to be eligible for a foreign tax credit, and there can be no assurance that those requirements will be satisfied. The Department of the Treasury and the Internal Revenue Service (“IRS”) are considering proposing amendments to the Foreign Tax Credit Regulations. In addition, recent notices from the IRS provide temporary relief by allowing taxpayers that comply with applicable requirements to apply many aspects of the foreign tax credit regulations as they previously existed (before the release of the current Foreign Tax Credit Regulations) for taxable years ending before the date that a notice or other guidance withdrawing or modifying the temporary relief is issued (or any later date specified in such notice or other guidance). Instead of claiming a foreign tax credit, you may be able to deduct Argentine withholding taxes on dividends, if any, in computing your taxable income, subject to generally applicable limitations under United States law (including that a U.S. Holder is not eligible for a deduction for otherwise creditable foreign income taxes paid or accrued in a taxable year if such U.S. Holder claims a foreign tax credit for any foreign income taxes paid or accrued in the same taxable year). The rules governing the foreign tax credit and deductions for foreign taxes are complex. You are urged to consult your tax advisors regarding the availability of the foreign tax credit or a deduction under your particular circumstances.
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To the extent that the amount of any distribution (including amounts withheld to reflect Argentine withholding taxes, if any) exceeds our current and accumulated earnings and profits for a taxable year, as determined under United States federal income tax principles, the distribution will first be treated as a tax-free return of capital, causing a reduction in the adjusted basis of our common shares or GDSs, and thereafter as capital gain recognized on a sale or exchange (as discussed below under “—Taxation of Capital Gains”). However, we do not expect to keep earnings and profits in accordance with United States federal income tax principles. Therefore, you should expect that a distribution will generally be reported as a dividend (as discussed above).
Distributions of our common shares or GDSs that are received as part of a pro rata distribution to all of our shareholders generally will not be subject to United States federal income taxes.
Passive Foreign Investment Company
Based on the past and projected composition of our income and assets and the valuation of our assets, including goodwill, we do not believe we were a PFIC for United States federal income tax purposes for the taxable year ending June 30, 2024, and we do not currently expect to become a PFIC, although there can be no assurance in this regard. The determination of whether we are a PFIC is made annually. Accordingly, it is possible that we may be a PFIC in the current or any future taxable year due to changes in our asset or income composition or if our projections are not accurate. The volatility and instability of Argentina’s economic and financial system may substantially affect the composition of our income and assets and the accuracy of our projections. In addition, this determination is based on the interpretation of certain United States Treasury regulations relating to rental income, which regulations are potentially subject to different interpretation.
In general, we will be a PFIC for any taxable year in which:
| · | at least 75% of our gross income is passive income; or |
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| · | at least 50% of the value (generally determined based on a quarterly average) of our assets is attributable to assets that produce or are held for the production of passive income. |
For this purpose, cash is generally a passive asset and passive income generally includes dividends, interest, royalties and rents (other than royalties and rents derived in the active conduct of a trade or business and not derived from a related person), annuities and gains from assets that produce passive income. If we own at least 25% by value of the stock of another corporation, we will be treated, for purposes of the PFIC tests, as owning our proportionate share of that other corporation’s assets and receiving our proportionate share of its income. If we are a PFIC for any taxable year during which you hold our common shares or GDSs, unless you make the mark-to-market election discussed below, you will be subject to special tax rules discussed below.
If we are a PFIC for any taxable year during which you hold our common shares or GDSs, you will be subject to special tax rules with respect to any “excess distributions” received and any gain realized from a sale or other disposition, including a pledge, of such common shares or GDSs. Distributions received in a taxable year that are greater than 125% of the average annual distributions received during the shorter of the three preceding taxable years or your holding period for the common shares or GDSs will be treated as excess distributions. Under these special tax rules:
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| · | the excess distribution or gain will be allocated ratably over your holding period for the common shares or GDSs; |
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| · | the amount allocated to the current taxable year, and any taxable year prior to the first taxable year in which we become a PFIC, will be treated as ordinary income; and |
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| · | the amount allocated to each other year will be subject to tax at the highest tax rate in effect for that year for individuals or corporations, as applicable, and the interest charge generally applicable to underpayments of tax will be imposed on the resulting tax attributable to each such year. |
If we are a PFIC for any taxable year during which you hold our common shares or GDSs and any of our non-United States subsidiaries is also a PFIC, you would be treated as owning a proportionate amount (by value) of the shares of the lower-tier PFIC for purposes of the application of these rules. You are urged to consult your tax advisors about the application of the PFIC rules to any of our subsidiaries.
In addition, non-corporate U.S. Holders will not be eligible for reduced rates of taxation on any dividends received from us if we are a PFIC in the taxable year in which such dividends are paid or in the preceding taxable year. You will generally be required to file IRS Form 8621 if you hold our common shares or GDSs in any year in which we are classified as a PFIC.
In certain circumstances, in lieu of being subject to the rules discussed above with respect to excess distributions and realized gains, you may make an election to include gain on the stock of a PFIC as ordinary income under a mark-to-market method, provided that such stock is regularly traded on a qualified exchange. Under current law, the mark-to-market election is only available for stock traded on certain designated United States exchanges and foreign exchanges which meet certain trading, listing, financial disclosure and other requirements to be treated as a qualified exchange under applicable United States Treasury regulations. Our common shares are listed on the ByMA, which must meet the trading, listing, financial disclosure and other requirements under applicable United States Treasury regulations for purposes of the mark-to-market election, and no assurance can be given that the common shares are or will be “regularly traded” for purposes of the mark-to-market election. Our GDSs are currently listed on the NYSE, which constitutes a qualified exchange under the United States Treasury regulations, although there can be no assurance that the GDSs are or will be “regularly traded.”
If you make an effective mark-to-market election, you will include in ordinary income each year that we are a PFIC the excess, if any, of the fair market value of our common shares or GDSs at the end of the year over your adjusted tax basis in our common shares or GDSs. You will be entitled to deduct as an ordinary loss in each such year the excess, if any, of your adjusted tax basis in our common shares or GDSs over their fair market value at the end of the year, but only to the extent of the net amount previously included in income as a result of the mark-to-market election. Any gain or loss on the sale or other disposition of the common shares or GDSs in a year that we are a PFIC will be ordinary income or loss, except that such loss will be ordinary loss only to the extent of the previously included net mark-to-market gain.
Your adjusted tax basis in our common shares or GDSs will be increased by the amount of any income inclusion and decreased by the amount of any deductions under the mark-to-market rules. If you make a mark-to market election, it will be effective for the taxable year for which the election is made and all subsequent taxable years unless our common shares or GDSs are no longer regularly traded on a qualified exchange or the IRS consents to the revocation of the election. Mark-to-market inclusions and deductions will be suspended during taxable years in which we are not a PFIC, but would resume if we subsequently become a PFIC. You are urged to consult your tax advisors about the availability of the mark-to-market election, and whether making the election would be advisable in your particular circumstances. However, because a mark-to-market election cannot be made for any lower-tier PFICs that we may own (as discussed above), you will generally continue to be subject to the special tax rules discussed above with respect your indirect interest in any such lower-tier PFIC.
In some cases, holders of common shares or GDSs in a PFIC may be able to avoid the rules described above by electing to treat the PFIC as a “qualified electing fund” under Section 1295 of the Code. This option will not be available to you because we do not intend to comply with certain calculation and reporting requirements necessary to permit you to make this election.
You are urged to consult your tax advisors concerning the United States federal income tax consequences of holding our common shares or GDSs if we are considered a PFIC in any taxable year.
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Taxation of Capital Gains
Subject to the discussion under “—Passive Foreign Investment Company” above, for United States federal income tax purposes, you will generally recognize capital gain or loss on any sale, exchange or other taxable disposition of our common shares or GDSs in an amount equal to the difference between the U.S. dollar value of the amount realized for the common shares or GDSs and your tax basis in the common shares or GDSs determined in U.S. dollars. Capital gains of non-corporate U.S. Holders derived with respect to capital assets held for more than one year are eligible for reduced rates of taxation. The deductibility of capital losses is subject to limitations under the Code.
Any gain or loss recognized by you will generally be treated as United States source gain or loss for United States foreign tax credit purposes. Consequently, in the case of gain from the disposition of common shares or GDSs that is subject to Argentine income tax, you may not be able to benefit from a foreign tax credit for that Argentine income tax (i.e., because the gain from the disposition would be United States source), unless you can apply the credit (subject to applicable limitations) against United States federal income tax payable on other income from foreign sources. However, pursuant to the Foreign Tax Credit Regulations, any such Argentine income tax would generally not be a foreign income tax eligible for a foreign tax credit (regardless of any other income that you may have that is derived from foreign sources). In such case, the non-creditable Argentine income tax may reduce the amount realized on the sale, exchange or other taxable disposition of the common shares or GDSs. As discussed above, however, recent notices from the IRS provide temporary relief by allowing taxpayers that comply with applicable requirements to apply many aspects of the foreign tax credit regulations as they previously existed (before the release of the current Foreign Tax Credit Regulations) for taxable years ending before the date that a notice or other guidance withdrawing or modifying the temporary relief is issued (or any later date specified in such notice or other guidance). If any Argentine income tax is imposed upon the disposition of common shares or GDSs and you apply such temporary relief, such tax may be eligible for a foreign tax credit or deduction, subject to the applicable conditions and limitations. You are urged to consult your tax advisors regarding the tax consequences if Argentine income tax is imposed on a disposition of common shares or GDSs, including the availability of the foreign tax credit or a deduction under your particular circumstances.
Argentine Personal Assets Tax
Amounts paid on account of the Argentine TAP, if any, will not be eligible as a credit against your United States federal income tax liability, but may be deductible subject to applicable limitations in the Code.
Information Reporting and Backup Withholding
In general, information reporting will apply to dividends in respect of our common shares or GDSs and the proceeds from the sale, exchange or other disposition of our common shares or GDSs that are paid to you within the United States (and in certain cases, outside the United States), unless you establish that you are an exempt recipient. A backup withholding tax may apply to such payments if you fail to provide a correct taxpayer identification number and a certification that you are not subject to backup withholding or if you fail to report in full dividend and interest income.
Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against your United States federal income tax liability provided the required information is timely furnished to the IRS.
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Argentine Taxation
The following discussion is a summary of certain Argentine tax considerations associated with an investment in, ownership or disposition of, the common shares or the GDSs by (i) an individual holder that is resident in Argentina, (ii) an individual holder that is neither domiciled nor resident in Argentina, (iii) a legal entity organized under the laws of Argentina, (iv) a permanent establishment in Argentina of a foreign entity and (v) a legal entity that is not organized under the laws of Argentina, that does not have a permanent establishment in Argentina and is not otherwise doing business in Argentina on a regular basis. The discussion is for general information only and is based on current Argentine tax laws. Moreover, while this summary is considered to be a correct interpretation of existing laws in force as of the date of this filing, no assurance can be given that the courts or administrative authorities responsible for the administration of such laws will agree with this interpretation or that changes in such laws or interpretations will not occur.
PROSPECTIVE INVESTORS ARE URGED TO CONSULT THEIR OWN TAX ADVISOR REGARDING THE PARTICULAR TAX CONSEQUENCES ARISING UNDER ANY TAXING JURISDICTION.
Income Tax
Law No. 27,430, enacted on December 27, 2017 and published in the Official Gazette on December 29, 2017, had introduced several amendments to Income Tax Law No. 20,628, among others, a corporate tax rate reduction in two phases. For fiscal years beginning on or after January 1, 2018 until December 31, 2019, there had been a reduction of the tax rate from 35% to 30%. Beginning on or after January 1, 2020 the tax rate would have been further reduced to 25%. Additionally, a withholding of 7% or 13% had been established for the fiscal years mentioned above, on the dividends distributed by local entities in favor of their shareholders provided they are resident individuals or undivided estates, or are foreign beneficiaries.
On June 16, 2021, Law 27,630 was enacted and published in the Official Gazette. This law increases corporate income tax rates for tax years beginning January 1, 2021 and onwards. The new law increases tax rates by replacing the fixed tax rate with a progressive tax scale. It also extends the 7% withholding tax rate currently in force to dividends from profits accrued in tax years beginning January 1, 2021, and thereafter.
Taxation of Dividends
Pursuant to Law No. 27,430, amended by Law No. 27,541, published in the Official Gazette on December 23, 2019, dividends and other profits paid in cash or in non-cash assets —except for stock dividends—by companies and other entities incorporated in Argentina referred to in the Argentine Income Tax Law Sections 73 (a)(1), (2), (3), (6), (7) and (8), and Section 73(b) out of retained earnings accumulated in fiscal years starting on or after January 1, 2018, would be subject to withholding tax at a 7% rate (on profits accrued during fiscal years starting January 1, 2018 to December 31, 2020), and at a 13% rate (on profits accrued in fiscal years starting January 1, 2021 and onwards), provided that they are distributed to Argentine resident individuals and foreign shareholders. On June 16, 2021, Law No. 27,630 was published in the Official Gazette, whereby amendments were introduced to the corporate income tax. Pursuant to this law, dividends will be taxed at 7%, also on profits accrued in fiscal years starting January 1, 2021, and onwards.
No dividend withholding tax applies if dividends are distributed to the Argentine corporate entities required to assess the dividend withholding tax.
Certain tax treaties contemplate the application of a ceiling tax rate on dividends (i.e. 10% on gross dividends).
Taxation of Capital Gains
Resident individuals
Capital gains obtained by resident individuals or undivided estates situated in Argentina from the sale or disposition of common shares and other securities are subject to income tax at a 15% rate on net income, unless such securities were traded in stock exchange under the supervision of the CNV, in which case an exemption applies.
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Losses arising from the sale, exchange or other disposition of common shares or GDSs can be applied only to offset such capital gains arising from the sale, exchange or other disposition of these securities, for a five-year carryover period.
Foreign beneficiaries
Capital gains of Argentine source (as it is the case of both IRSA’s GDSs and shares) obtained by non-Argentine individuals or non-Argentine entities from the sale, exchange or other disposition of shares are subject to income tax at a 15% rate on the net capital gain or at a 13.5% rate on the gross price at the seller’s election. Notwithstanding, Law No. 27,430 established an exemption for foreign beneficiaries participating in the sale of publicly traded shares traded in stock exchanges under the supervision of the CNV. Said Law also established an exemption for capital gains derived from the sale, exchange or other disposition of share certificates issued abroad that represent shares issued by Argentine companies (i.e. GDRs). The exemptions will apply only if the foreign beneficiaries do not reside in, and the funds do not arise from, “non-cooperating” jurisdictions for tax transparency purposes.
The sale of an equity interest in a foreign entity could represent a taxable indirect transfer of Argentine assets (including shares), if (i) the value of the Argentine assets exceed 30% of the transaction’s overall value, and (ii) the equity interest sold (in the foreign entity) exceeds 10%. The tax will also be due if any of these thresholds were met during the twelve month period prior to the sale.
Non-residents are subject to capital gains tax on the disposal of Argentine equities at a 13.5% effective tax rate on gross proceeds or, alternatively, a 15% income tax on the actual capital gain if the seller’s tax cost basis can be duly documented for Argentine tax purposes.
The indirect transfer of Argentine assets within the same economic group would also not trigger taxation, provided the requirements set by regulations have been met.
Argentine entities
Capital gains obtained in tax years beginning from January 1, 2022 by Argentine entities (in general entities organized or incorporated under Argentine law, certain traders and intermediaries, local branches of non-Argentine entities, sole proprietorships and individuals carrying on certain commercial activities in Argentina) derived from the sale, exchange or other disposition of shares or GDSs are subject to the following tiered structure of corporate income tax rates for different brackets of earnings (for the fiscal years beginning from January 1, 2024 to December 31, 2024):
Annual taxable income (ARS) | Will pay ARS | Marginal rate on the excess of the lower limit (%) | On the ARS surplus | |
Over | To | |||
0.00 | 34,703,523.08 | 0.00 | 25 | 0.00 |
34,703,523.08 | 347,035,230.79 | 8,675,880.77 | 30 | 34,703,523.08 |
347,035,230.79 | forward | 102,375,393.08 | 35 | 347,035,230.79 |
Losses arising from the sale, exchange or other disposition of shares or GDSs can be applied only to offset such capital gains arising from the sale, exchange or other disposition of these securities, for a five-year carryover period.
WE RECOMMEND PROSPECTIVE INVESTORS TO CONSULT THEIR OWN TAX ADVISOR REGARDING THE PARTICULAR TAX CONSEQUENCES CONCERNING THE SALE OR OTHER DISPOSITIONS OF SHARES AND GDSs.
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Value Added Tax
The sale, exchange, disposition, or transfer of common shares or GDSs is not subject to VAT. Dividend distributions are not levied with VAT either.
Tax on Personal Assets
Argentine entities, such as us, have to pay the TAP corresponding to Argentine and foreign individuals and foreign entities for the holding of our shares at December 31 of each year. The applicable tax rate is 0.50% for fiscal years starting in 2019, inclusive. Notwithstanding the foregoing, the tax shall not be paid if it is equal to or less than ARS 255.75. The tax is levied on the proportional net worth value (“valor patrimonial proporcional” in Spanish), or the book value, of the shares arising from the last balance sheet of the Argentine entity calculated under Argentine GAAP. Pursuant to the TAP Law, the Argentine company is entitled to seek reimbursement of such paid tax from the applicable Argentine domiciled individuals and/or foreign domiciled shareholders.
Turnover Tax
The gross turnover tax is a local tax; therefore, the rules of the relevant provincial jurisdiction should be considered, which may levy this tax on the purchase and sale, exchange or other disposition of common shares or GDSs, and/or the collection of dividends. The applicable rates depend on each jurisdiction, in a range that usually goes up to 5%, and vary according to certain groups or categories of taxpayers, such as the risk category assigned and the degree of formal and material compliance with tax obligations, unless an exemption is applicable. The tax base is the gross revenue obtained as a result of the business activities transacted in the jurisdiction.
Moreover, any transaction involving common shares and/or the collection of dividends and revaluations is exempt from this tax.
To date, there is no withholding regime provided for foreign holders of common shares and GDSs.
To the extent that the activities are carried out in more than one jurisdiction, there is a Multilateral Agreement that establishes the way to distribute the taxable income among those jurisdictions.
Stamp Tax
Stamp taxes may apply in the City of Buenos Aires and in certain Argentine provinces in case transfer of common shares or GDSs is performed or executed in such jurisdictions by means of written agreements.
Other Taxes
There are no Argentine federal inheritance or succession taxes applicable to the ownership, transfer or disposition of our common shares or GDSs. The province of Buenos Aires established a tax on free transmission of assets, including inheritance, legacies, donations, etc. Free transmission of our shares could be subject to this tax at rates that vary from 1.6% to 9.5%, depending on the value of the transferred assets and the relationship between the transferor and the transferee.
This gift tax requires the payment of a fixed amount and the application of rates that range progressively from 1.603% to 9.513% on amounts exceeding certain thresholds depending on the degree of kinship and the relevant taxable base. Regarding the existence of gift tax in the remaining provincial jurisdictions, the analysis must be conducted taking into consideration the legislation of each province in particular.
In the case of litigation regarding the shares before a court of the City of Buenos Aires, a 3% court fee would be charged, calculated on the basis of the claim.
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Tax treaties
Argentina has signed tax treaties for the avoidance of double taxation currently in force with Australia, Belgium, Bolivia, Brazil, Canada, Chile, Denmark, Finland, France, Germany, Italy, Mexico, the Netherlands, Norway, Qatar, Russia, Spain, Sweden, Switzerland, the United Kingdom, United Arab Emirates and Uruguay. There is currently no tax treaty or convention in effect between Argentina and the United States. It is not clear when, if ever, a treaty will be ratified or entered into effect. As a result, the Argentine tax consequences described in this section will apply, without modification, to a holder of our common shares or GDSs that is a United States resident. Foreign shareholders located in certain jurisdictions with a tax treaty in force with Argentina may be (i) exempted from the payment of the personal assets tax and (ii) entitled to apply for reduced withholding tax rates on payments to be made by Argentine parties.
PAIS Tax (“Impuesto para una Argentina inclusiva y solidaria”).
On December 23, 2019, the Argentine Government enacted Law 27,541. Among the changes implemented, this tax reform law established a new tax on certain purchases of foreign currency (“Impuesto PAIS” in Spanish), including (i) purchases of foreign currency without a specific purpose by Argentine residents, (ii) purchases of goods or services from abroad or purchases by Argentine residents abroad through credit or debit cards, and (iii) purchases made online through portals or virtual websites in foreign currency.
Under those rules, both Argentine individuals and entities performing taxable purchases were subject to the tax at a 30% rate, except for the purchase of digital services, which were taxed at an 8% rate.
Decree No. 377/2023 extends the application of PAIS tax to the acquisition of foreign currency in accordance with the following rules: (i) services acquired from abroad or services rendered by foreign residents in Argentina included in Appendix II of the Decree (technical, legal, accounting, managerial services in general, charges for the use of intellectual property, advertising, engineering, audiovisual services, among others) will be subject to a 25% tax rate; (ii) freight and other transportation services for import and export of goods will be subject to a 7.5% tax rate; and (iii) imported goods will be subject to a 7.5% tax rate, with some exceptions.
The acquirer is responsible for paying the tax, but entities authorized by the Central Bank to operate in the foreign exchange market shall act as collection and liquidation agents.
Decrees No. 671/2023 and 749/2024 modify the application of PAIS tax regarding imports, as the payment of the tax on the purchase of foreign currency - including traveler’s checks - for hoarding or without a specific purpose related to the payment of obligations, under the current exchange market regulations, is hereby suspended for residents in the country.
Decree No. 777/2024, published in the Official Gazette on February 9, 2024, reduced the rates set forth in subsections (d) and (e) of the first paragraph of Section 13 bis of Title III of Decree No. 99 dated December 27, 2019, as amended, to 7.5%. This reduction is part of a series of measures aimed at stabilizing prices. Accordingly, the tax rate under the PAIS tax applicable to foreign currency purchases made by residents in the country for the payment of obligations related to the importation of certain goods, as well as for the acquisition of freight and other transportation services related to foreign trade operations, has been lowered.
F. Dividends and Paying Agents
This Section is not applicable.
G. Statement by Experts
This section is not applicable.
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H. Documents on display
We file annual and current reports and other information with the SEC. You may read and copy any document we file with the SEC at the SEC’s public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. The SEC maintains a website at http://www.sec.gov that contains reports and other information regarding issuers that file electronically with the SEC.
Our website is www.irsa.com.ar. The information contained in our website does not form part of this Annual Report. Any such request or a copy of these filings at no cost, should be directed to us at our principal office at Carlos M. Della Paolera 261, 9th Floor (C1001ADA), City of Buenos Aires, Argentina, or by e-mail at ir@irsa.com.ar.
We are also required periodically to furnish certain information in Spanish with the CNV, the ByMA and the MAE such as quarterly and annual reports and notices of material events (hechos relevantes). All such reports and notices are available at the website of the CNV (http://www.argentina. gob.ar/cnv), at ByMA through the website of the Bolsa de Comercio de Buenos Aires (http://www.bolsar.info) and the website of the MAE (http://www.mae.com.ar). The documents filed with the CNV, the ByMA and the MAE are not a part of this Annual Report and are not incorporated by reference herein.
I. Subsidiary Information
This section is not applicable.
ITEM 11. Quantitative and Qualitative Disclosures About Market Risk
In the normal course of business, we are exposed to foreign exchange risk, interest rate risks and other price risk, primarily related to changes in exchange rates and interest rates. We manage our exposure to these risks through the use of various financial instruments, none of which are entered into for trading purposes. We have established policies and procedures governing the use of financial instruments, specifically as they relate to the type and volume of such financial instruments. For further information on our market risks, please see Note 5 to our Audited Consolidated Financial Statements.
ITEM 12. Description of Securities Other than Equity Securities
A. Debt Securities
This item is not applicable
B. Warrants and Rights
On May 12, 2021, we issued an aggregate of 80,000,000 warrants to purchase 80,000,000 of our common shares and will expire on May 12, 2026. Each warrant will be exercisable only if the common share rights or GDS rights to which such warrant relates have been exercised, and such warrant will be exercisable after 90 days following its issuance during the nine-day period from and including the 17th through the 25th day of each February, May, September and November (to the extent such dates are business days in New York City and Buenos Aires, Argentina) and on their expiration date.
The exercise price and number of common shares issuable upon exercise of the warrants are subject to adjustment upon the occurrence of certain events, including for stock splits, stock dividends, reclassifications and combinations, among others.
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Each warrant entitled its holder to purchase one common share and the exercise price of the warrants was USD 0.432. On November 16, 2022, we informed that the terms and conditions of the outstanding warrants for common shares of the Company, have been modified as a result of the payment of the cash dividend distributed to the shareholders on November 8, 2022, being the Ratio of 1.0442 shares per option and a price of USD 0.414 per share. On May 11, 2023, we informed that the terms and conditions of the outstanding warrants for common shares of the Company, have been modified as a result of the payment of the cash dividend distributed to the shareholders on May 5, 2023, being the current Ratio of 1.1719 shares per option and a price of USD 0.3689 per share. On September 14, 2023, we informed that the terms and conditions of the outstanding warrants for common shares of the Company, have been modified as a result of (i) an increase in the capital stock through the partial capitalization of the Issue Premium account; and (ii) an the changing the nominal value of the ordinary shares from ARS 1 (one Peso) to ARS 10 (ten Pesos), which was informed in September 13, 2023, being the current Ratio of 1.0639 shares with nominal value ARS 10.00 per option and a price of USD 0.4063 per share. On May 10, 2024, we informed that the terms and conditions of the outstanding warrants for common shares of the Company, have been modified as a result of the payment of the cash dividend, distributed May 9, 2024, being the Ratio of 1.3070 shares per option and a price of USD 0.3307 per share.
The warrants are available for trading on ByMA and NYSE under the tickers IRS2W and IRSWS, respectively.
As of the date of this Annual Report, there are 71,510,561 warrants outstanding.
C. Other Securities
This item is not applicable
D. American Depositary Shares
The Bank of New York Mellon, as depositary for the GDSs (the “GDS Depositary”) collects its fees for delivery directly from investors depositing shares or surrendering GDSs for the purpose of withdrawal. The Depositary also collects taxes and governmental charges from the holders of GDSs. The Depositary collects these fees and charges by deducting those fees from the amounts distributed or by selling a portion of distributable property to pay the fees (after attempting by reasonable means to notify the holder prior to such sale).
The Depositary has agreed to reimburse or pay on our behalf, certain reasonable expenses related to our GDS program and incurred by us in connection with the program (such as NYSE listing fees, legal and accounting fees incurred with preparation of Form 20-F and ongoing SEC compliance and listing requirements, distribution of proxy materials, investor relations expenses, etc).
The amounts the Depositary reimbursed or paid are not perforce related to the fees collected by the depositary from GDSs holders.
We agree to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company once every three months. The charges and expenses of the custodian are for the sole account of the Depositary.
The following charges shall be incurred by any party depositing or withdrawing common shares or by any party surrendering receipts or to whom receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Issuer or an exchange regarding the receipts or deposited securities or a distribution of receipts), whichever applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of common shares generally on our common share register or foreign registrar and applicable to transfers of common shares to the name of the Depositary or its nominee or the custodian or its nominee on the making of deposits or withdrawals hereunder, (3) such cable, telex and fax transmission expenses as are expressly provided in the deposit agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency (5) a fee of USD 5.00 or less per 100 GDS (or portion), (6) a fee of USD 0.02 or less per GDS (or portion) for any cash distribution made pursuant to the deposit agreement, and (7) a fee for the distribution of securities, such fee being in an amount equal to the fee for the execution and delivery of GDS referred to above which would have been charged as a result of the deposit of such securities, but which securities are instead distributed by the Depositary to owners.
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PART II
ITEM 13. Defaults, Dividend Arrearages and Delinquencies
This item is not applicable.
ITEM 14. Material Modifications to the Rights of Security Holders and Use of Proceeds
A. Fair Price Provision
At our annual meeting held on October 30, 2000, our shareholders approved an amendment to our bylaws which included the adoption of a fair price provision (the “Fair Price Provision”). On March 8, 2002 our shareholders decided to make a new amendment to Article Nine of our bylaws including, among others, an increase in the minimum percentage of capital obliged to comply with the Fair Price Provision, from twenty percent (20%) to thirty five percent (35%), according to Decree No. 677/2001. On October 10, 2007, our shareholders decided to make a new amendment to Article Nine of our bylaws, to include the control concept under Decree No. 677/2001, which provides for the effective control regularly held in addition to the legal control.
The following description is a summary of the main provisions of the Fair Price Provision, which constitutes Article Nine of our bylaws and does not contain a description of all of the terms of the Fair Price Provision. The Fair Price Provision prohibits a party seeking to acquire, directly or indirectly, either control or (together with such party’s other holdings) thirty five percent (35%) or more of our capital stock without complying with the procedural and price requirements described below. Acquisitions made in violation of the Fair Price Provision are deemed ineffective against us and will not be registered in our share registry. Common shares acquired in violation of the Fair Price Provision shall have no voting or equity rights until the Fair Price Provision has been complied with. The Fair Price Provision applies to transactions involving shares of our common stock and any securities convertible in shares of our common stock, including, without limitation, convertible debentures and bonds and our GDRs. The Fair Price Provision excludes certain acquisitions of common shares in certain limited circumstances.
The Fair Price Provision provides that a party seeking to acquire, directly or indirectly, control of our company or thirty five percent (35%) or more of our capital stock shall be required to make a public tender offer for all of the outstanding common stock of us and any shares of common stock into which outstanding securities of our company are presently convertible or exchangeable in accordance with the procedural and price terms of the Fair Price Provision and in accordance with applicable law. For purposes of the thirty five percent threshold contained in the Fair Price Provision parties acting in concert or which are under common control or administration are deemed a single party.
There are cases excluded from the tender offer requirements:
| · | acquisitions by existing shareholders or by those exercising control over shares or convertible securities in accordance with CNV Rules; and |
|
|
|
| · | holdings of more than 35%, which derive from the distribution of common shares or dividends paid in shares approved by the shareholders, or the issuance of common shares as a result of a merger approved by the shareholders; in both cases, the excess holding shall be disposed of within 180 days of its registration in the relevant shareholder’s account, or prior to the holding of our shareholders meeting, whatever occurs first. |
The Fair Price Provision requires the offering party to notify use of the tender offer simultaneously with its filing of the public tender offer with the CNV. The notice to us is required to set forth all of the terms and conditions of any agreement that the offering party has made with any other of our shareholders with respect to the proposed transaction and to provide, among other things, the following information:
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| · | the identity and nationality of the offering party and, in the event the offer is made by a group, the identity of each member of the group; |
|
|
|
| · | the terms and conditions of the offering, including the price, the tender offer period and the requirements for accepting the tender offer; |
|
|
|
| · | accounting documentation required by Argentine law relating to the offering party; |
|
|
|
| · | details of all prior acquisitions by the offering party of common shares or securities convertible into shares of our capital stock. |
We will distribute the information provided by the offering party to our shareholders.
The CNV Rules require that transactions which cause a person’s holdings of capital stock of a registered Argentine company, to hold 5% or more of the voting power, should be immediately notified to the CNV. Thereafter, every change in the holdings that represents a multiple of 5% of the voting power should also be notified.
The Fair Price Provision requires that the consideration paid in the tender offer be paid in cash and that the price paid for each common share in the tender offer be the same and not less than the highest price per common share derived from the five following alternative valuation methods:
| · | the highest price per share of our common stock paid by the offering party, or on behalf of the offering party, for any acquisition of shares or convertible securities within the 2 years prior to the commencement of the tender offer; |
|
|
|
| · | the highest closing selling price of a share of our common stock on the BASE during the thirty day period immediately preceding the commencement of the tender offer; |
|
|
|
| · | the highest price resulting from the calculations made according to the provisions of (i) and (ii) above multiplied by a fraction the numerator of which is such highest price and the denominator of which is the lowest closing price of a share of our common stock on the BASE during the two-year period prior to the period referred to in sub-sections (i) or (ii), as applicable; |
|
|
|
| · | our aggregate net earnings per common share during our preceding four completed fiscal quarters prior to the commencement of the tender offer, multiplied by our highest price to earnings ratio during the two-year period immediately preceding the commencement of the tender offer. Such multiples shall be determined considering the average closing selling price of our common stock in the BASE, and our aggregate net income from our preceding four completed fiscal quarters; and, |
|
|
|
| · | the book value per share of our common stock at the time the tender offer is commenced, multiplied by the highest ratio determined by a fraction the numerator of which is the closing selling price of a share of our common stock on the BASE on each day during the two year period prior to the commencement of the tender offer and the denominator of which is the latest known book value per share of our common stock on each such date. |
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B. This section is not applicable.
C. This section is not applicable.
D. This section is not applicable.
E. This section is not applicable.
ITEM 15. Controls and procedures
A. Disclosure Controls and Procedures.
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial and Administrative Officer, to allow our management to make timely decisions regarding required disclosure. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objective. In connection with the preparation of this Annual Report on Form 20-F, we carried out an evaluation under the supervision and with the participation of members of our management team, including our Chief Executive Officer and Chief Financial and Administrative Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of June 30, 2024. Based upon this evaluation our Chief Executive Officer and Chief Financial and Administrative Officer concluded that our disclosure controls and procedures as of the end of the period covered by this Annual Report on Form 20-F were effective at the reasonable assurance level.
B. Management’s Annual Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate Internal Control over Financial Reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Our Internal Control over Financial Reporting includes a series of procedures designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of Consolidated Financial Statements for external purposes, in accordance with International Financial Reporting Standards and includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets, (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of Consolidated Financial Statements in accordance with International Financial Reporting Standards and that a company’s receipts and expenditures are being made only in accordance with authorizations of our management and directors, and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on our Consolidated Financial Statements.
Because of its inherent limitations, Internal Control over Financial Reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies and procedures may deteriorate.
Management assessed the effectiveness of our Internal Control over Financial Reporting as of June 30, 2024. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control–Integrated Framework (2013). Based on this evaluation, management concluded that our Internal Control over Financial Reporting was effective as of June 30, 2024.
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C. Attestation Report of the Registered Public Accounting Firm
The effectiveness of the Company’s internal control over financial reporting as of June 30, 2024 has been audited by Price Waterhouse & Co S.R.L, Buenos Aires Argentina (PCAOB ID
D. Changes in Internal Control Over Financial Reporting
There have been no changes in our internal control over financial reporting during the fiscal year ended June 30, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
ITEM 16. Reserved
A. Audit Committee Financial Expert
Pursuant to the former applicable rules regarding the CML (formerly the Transparency Decree) and the applicable Rules of the CNV at such moment, our Board of Directors has established in May 2004 an Audit Committee. The main functions of the Audit Committee are to assist the Board of Directors in performing their duty of exercising due care, diligence and competence in issues relating to us, specifically in the enforcement of the accounting policy and in the issue of accounting and financial information, the management of business risk and of internal control systems, the conduct and ethical soundness of the company’s business, the supervision of the integrity of our financial statements, the compliance by our company with the legal provisions, the independence and capability of the independent auditor and the performance of the internal audit function of our company and of the external auditors. Also, according to the applicable regulations, we may request our Audit Committee to render its opinion in certain transactions, and its conditions, as is the case of related party transactions, as may be reasonably considered adequate according to normal market conditions.
As from December 12, 2019, our Board of Directors appointed the members of the Audit Committee which are Oscar Pedro Bergotto, Liliana Luisa De Nadai and Maria Julia Bearzi, all of them as independent members. María Julia Bearzi is the financial expert in accordance with the relevant SEC rules. We have a fully independent Audit Committee as per the standard provided in Rule 10 (A)-3(B) (1).
B. Code of Ethics
We have adopted a code of ethics that applies to our directors, officers and employees. Our code of ethics is posted on our website www.irsa.com.ar. In 2005, our Code of Ethics was amended by our Board of Directors. The amendment was reported in a report on Form 6-K in August 2005.
If we make any substantive amendment to the code of ethics or grant any waivers, including any implicit waiver to any of its provisions, we will disclose the nature of such amendment or waiver in a report on Form 6-K or in our next Annual Report and we will post it on our website.
In 2023, we adopted our incentive compensation clawback policy. For more information, see Exhibit 97 to this Annual Report.
C. Principal Accountant Fees and Services
Audit Fees
For the fiscal years ended June 30, 2024 and 2023, we were billed a total consolidated amount of ARS 579.5 million and ARS 149.2 million respectively, for professional services rendered by our principal accountants for the audit of our annual Audited Consolidated Financial Statements, performance of the audit of internal controls over financial reporting of the company and other services normally provided in connection with regulatory filings or engagements.
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Audit-Related Fees
For the fiscal year ended June 30, 2024 and 2023 we were billed a total consolidated amount of ARS 0.0 million and ARS 13.3 million for professional services rendered by the principal accountant and not included under the prior category, mainly in connection with assurance services over non-financial information.
Tax Fees
For the fiscal years ended June 30, 2024 and 2023, we were billed a total consolidated amount of ARS 18.7 million and ARS 8.6 million, respectively, for professional services rendered by our principal accountants for tax compliance and tax advisory services.
All Other Fees
For the fiscal year ended June 30, 2024 and June 30, 2023 no fees related to services other than Audit Fees, Audit-Related Fees and Tax Fees were billed by our principal accountants.
Audit Committee Pre-Approval Policies and Procedures
Audit Committee pre-approves all services and fees provided by the external auditors to ensure auditors’ independence. One of the main tasks of the Audit Committee is to give it opinion in relation to the appointment of the external auditors, proposed by the Board of Directors to the General Shareholder’s Meeting. In order to accomplish such task, the Audit Committee shall:
Require any additional and complementary documentation related to this analysis.
Verify the independence of the external auditors;
Consider the professional experience and the adequacy of the external auditors’ work to international standards and the criteria they adopt to ensure their independence from the Company.
During the fiscal year, the Audit Committee carries out the following:
| · | Analyzes the professional services that the external auditor would provide to the Company, evaluating the type of service and the corresponding fees, to maintain the independence principle of the external auditor with the company. According to the result of the analysis, the services are pre-approved by the Audit Committee. |
|
|
|
| · | Reports the fees invoiced by the external auditor during the year, separating them for accounting audit services and for other special services not included in the former. |
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|
| · | Analyze and supervise the working plan of the external auditors considering the business’ reality and the estimated risks; |
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|
| · | Propose adjustments (if necessary) to such working plan; |
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|
| · | Hold meetings with the external auditors in order to: (a) analyze the difficulties, results and conclusions of the proposed working plan; (b) analyze eventual possible conflicts of interests, related party transactions, compliance with the legal framework and information transparency; and |
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|
|
| · | Evaluate the performance of external auditors and their opinion regarding our Financial Statements. |
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D. Exemption from the Listing Standards for Audit Committees
This section is not applicable.
E. Purchase of Equity Securities by the Issuer and its Affiliates
On March 11, 2022, our Board of Directors decided to establish the terms and conditions for the acquisition of the common shares issued by the Company (the “2022 Plan”), under the terms of Section 64 of the CML and the rules of the CNV, for a maximum amount of the investment up to ARS 1,000 million. Such repurchases were made with realized and liquid earnings pending of distribution of the Company and/or freely available reserves and/or facultative reserves.
As of September 21, 2022, we finalized the 2022 Plan having repurchased a total of 9,419,623 shares, representing approximately 99.51% of the approved program and 1.16% of the share capital.
Period |
| Total Number of Common Shares Purchased(1) |
|
| Average Price Paid per Share |
|
| Total Number of GDS’s Purchased |
|
| Average Price Paid per Share |
|
| Total Number of Shares Purchased as Part of the Publicly Announced Plan(2) |
|
| Maximum amount that may yet be purchased under the plan |
| ||||||
|
|
|
| (ARS) |
|
|
|
| (USD) |
|
|
|
| (In million of ARS) |
| |||||||||
03/15 – 03/31/2022 |
|
| 339,622 |
|
|
| 96.83 |
|
|
| — |
|
|
| — |
|
|
| 339,622 |
|
|
| 967.1 |
|
04/01 – 04/30/2022 |
|
| 408,902 |
|
|
| 98.08 |
|
|
| — |
|
|
| — |
|
|
| 408,902 |
|
|
| 927.0 |
|
05/01 – 05/31/2022 |
|
| 438,704 |
|
|
| 96.29 |
|
|
| — |
|
|
| — |
|
|
| 438,704 |
|
|
| 884.8 |
|
06/01 – 06/30/2022 |
|
| 2,621,244 |
|
|
| 88.94 |
|
|
| — |
|
|
| — |
|
|
| 2,621,244 |
|
|
| 651.6 |
|
07/01 – 07/31/2022 |
|
| 2,607,793 |
|
|
| 105.06 |
|
|
| — |
|
|
| — |
|
|
| 2,607,793 |
|
|
| 377.6 |
|
08/01 – 08/31/2022 |
|
| 2,079,358 |
|
|
| 122.76 |
|
|
| — |
|
|
| — |
|
|
| 2,079,358 |
|
|
| 122.4 |
|
09/01 – 09/21/2022 |
|
| 924,000 |
|
|
| 127.11 |
|
|
| — |
|
|
| — |
|
|
| 924,000 |
|
|
| 4.9 |
|
Total |
|
| 9,419,623 |
|
|
| 105.64 |
|
|
| — |
|
|
| — |
|
|
| 9,419,623 |
|
|
|
|
|
(1) | As of the settlement date of the transaction. |
(2) | Correspond to the sum of common shares and GDS’s purchased. Each GDS represents 10 common shares. |
On June 15, 2023, our Board of Directors decided to establish the terms and conditions for the acquisition of the common shares issued by the Company (the “2023 Plan”), under the terms of Section 64 of the CML and the rules of the CNV, for a maximum amount of the investment up to ARS 5,000 million. Such repurchases were made with realized and liquid earnings pending of distribution of the Company and/or freely available reserves and/or facultative reserves.
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As of December 20, 2023, we finalized the 2023 Plan having repurchased a total of 7,839,874 shares, representing approximately 99.95% of the approved program and 1.06% of the share capital.
Period |
| Total Number of Common Shares Purchased (1) |
|
| Average Price Paid per Share |
|
| Total Number of GDS’s Purchased |
|
| Average Price Paid per Share |
|
| Total Number of Shares Purchased as Part of the Publicly Announced Plan(2) |
|
| Maximum amount that may yet be purchased under the plan |
| ||||||
|
|
|
| (ARS) |
|
|
|
| (USD) |
|
|
|
| (In million of ARS) |
| |||||||||
06/15 – 06/30/2023 |
|
| 1,263,435 |
|
|
| 400.24 |
|
|
| — |
|
|
| — |
|
|
| 1,263,435 |
|
|
| 4,494.3 |
|
07/01 – 07/31/2023 |
|
| 2,871,301 |
|
|
| 414.78 |
|
|
| — |
|
|
| — |
|
|
| 2,871,301 |
|
|
| 3,303.4 |
|
08/01 – 08/31/2023 |
|
| 474,226 |
|
|
| 420.21 |
|
|
| — |
|
|
| — |
|
|
| 474,226 |
|
|
| 3,104.1 |
|
Total As of August 31, 2023 |
|
| 4,608,962 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount adjusted (3) |
|
| 4,184,037 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4,184,037 |
|
|
|
|
|
09/01 – 09/30/2023 |
|
| 9,597 |
|
|
| 571.12 |
|
|
| — |
|
|
| — |
|
|
| 9,597 |
|
|
| 3,098.6 |
|
10/01 – 10/31/2023 |
|
| 338,949 |
|
|
| 620.29 |
|
|
| — |
|
|
| — |
|
|
| 338,949 |
|
|
| 2,888.4 |
|
11/01 – 11/30/2023 |
|
| 84,360 |
|
|
| 719.60 |
|
|
| 2,000 |
|
|
| 7.56 |
|
|
| 104,360 |
|
|
| 2,822.3 |
|
12/01 – 12/20/2023 |
|
| 3,202,931 |
|
|
| 880.32 |
|
|
| — |
|
|
| — |
|
|
| 3,202,931 |
|
|
| 2.7 |
|
Total |
|
| 7,839,874 |
|
|
| 637.43 |
|
|
| — |
|
|
| — |
|
|
| 7,839,874 |
|
|
|
|
|
(1) | As of the settlement date of the transaction. |
(2) | Correspond to the sum of common shares and GDS’s purchased. Each GDS represents 10 common shares. |
(3) | On September 13, 2023, we announced that from September 20, 2023, the shares distribution and the change in nominal value was made simultaneously and the entry of the change of 811,137,457 book-entry common shares, each with a nominal value of ARS 1.00 and one vote per share, for the amount of 736,354,245 book-entry common shares, each with a nominal value of ARS 10.00 and one vote per share, consequently, a reverse split of the Company’s shares shall be carried out, where every 1 (one) old share with a nominal value of ARS 1.00 shall be exchanged for 0.907804514 new shares with a nominal value of ARS 10.00. The new shares distributed due to the described capitalization have economic rights under equal conditions with those that are currently in circulation. Also, regarding the GDS holders, we instruct BNYM to process the reverse split, at the same rate as mentioned above for the ADR program, effective October 3, 2023. It is reported that the Company share capital after the indicated operations amount to ARS 7,363,542,450 represented by 736,354,245 book-entry common shares with a nominal value of ARS 10.00 each and one vote per share. For more information see “Recent Developments – Change in the total amount of shares and its nominal value”. Figures adjusted according to the ratio of exchange and have been rounded and may vary slightly with the total final figures of shares repurchased. |
On January 4, 2024, our Board of Directors decided to establish the terms and conditions for the acquisition of the common shares issued by the Company (the “2024 Plan I”), under the terms of Section 64 of the CML and the rules of the CNV, for a maximum amount of the investment up to ARS 6,500 million. Such repurchases were made with realized and liquid earnings pending of distribution of the Company and/or freely available reserves and/or facultative reserves.
As of February 29, 2024, we finalized the 2024 Plan I having repurchased a total of 6,503,318 shares for the 2024 Plan I, representing approximately 99.91% of the approved program and 0.88% of the share capital.
Period |
| Total Number of Common Shares Purchased (1) |
|
| Average Price Paid per Share |
|
| Total Number of GDS’s Purchased |
|
| Average Price Paid per Share |
|
| Total Number of Shares Purchased as Part of the Publicly Announced Plan(2) |
|
| Maximum amount that may yet be purchased under the plan |
| ||||||
|
|
|
| (ARS) |
|
|
|
| (USD) |
|
|
|
| (In million of ARS) |
| |||||||||
01/04 – 01/31/2024 |
|
| 2,814,888 |
|
|
| 1,041.44 |
|
|
| — |
|
|
| — |
|
|
| 2,814,888 |
|
|
| 3,568.5 |
|
02/01 – 02/29/2024 |
|
| 3,401,897 |
|
|
| 975.27 |
|
|
| — |
|
|
| — |
|
|
| 3,401,897 |
|
|
| 250.7 |
|
03/01 – 03/4/2024 |
|
| 286,533 |
|
|
| 853.61 |
|
|
| — |
|
|
| — |
|
|
| 286,533 |
|
|
| 6.1 |
|
Total |
|
| 6,503,318 |
|
|
| 998.55 |
|
|
| — |
|
|
| — |
|
|
| 6,503,318 |
|
|
|
|
|
(1) | As of the settlement date of the transaction. |
(2) | Correspond to the sum of common shares and GDS’s purchased. Each GDS represents 10 common shares. |
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On March 20, 2024, our Board of Directors decided to establish the terms and conditions for the acquisition of the common shares issued by the Company (the “2024 Plan II”), under the terms of Section 64 of the CML and the rules of the CNV, for a maximum amount of the investment up to ARS 6,500 million. Such repurchases were made with realized and liquid earnings pending of distribution of the Company and/or freely available reserves and/or facultative reserves.
As of April 19, 2024, we finalized the 2024 Plan II having repurchased a total of 6,337,939 shares for the 2024 Plan II, representing approximately 99.54% of the approved program and 0.86% of the share capital.
Period |
| Total Number of Common Shares Purchased (1) |
|
| Average Price Paid per Share |
|
| Total Number of GDS’s Purchased |
|
| Average Price Paid per Share |
|
| Total Number of Shares Purchased as Part of the Publicly Announced Plan(2) |
|
| Maximum amount that may yet be purchased under the plan |
| ||||||
|
|
|
| (ARS) |
|
|
|
| (USD) |
|
|
|
| (In million of ARS) |
| |||||||||
03/20 – 03/31/2024 |
|
| 459,000 |
|
|
| 1,039.49 |
|
|
| — |
|
|
| — |
|
|
| 459,000 |
|
|
| 6,022.9 |
|
04/01 – 04/20/2024 |
|
| 5,878,939 |
|
|
| 1,019.37 |
|
|
| — |
|
|
| — |
|
|
| 5,878,939 |
|
|
| 30.1 |
|
Total |
|
| 6,337,939 |
|
|
| 1,020.83 |
|
|
| — |
|
|
| — |
|
|
| 6,337,939 |
|
|
|
|
|
(1) | As of the settlement date of the transaction. |
(2) | Correspond to the sum of common shares and GDS’s purchased. Each GDS represents 10 common shares. |
On July 11, 2024, our Board of Directors decided to establish the terms and conditions for the acquisition of the common shares issued by the Company (the “2024 Plan III”), under the terms of Section 64 of the CML and the rules of the CNV, for a maximum amount of the investment up to ARS 15,000 million. Such repurchases were made with realized and liquid earnings pending of distribution of the Company and/or freely available reserves and/or facultative reserves.
As of September 11, 2024, we finalized the 2024 Plan III having repurchased a total of 11,541,885 shares for the 2024 Plan III, representing approximately 99.93% of the approved program and 1.56% of the share capital.
Period |
| Total Number of Common Shares Purchased (1) |
|
| Average Price Paid per Share |
|
| Total Number of GDS’s Purchased |
|
| Average Price Paid per Share |
|
| Total Number of Shares Purchased as Part of the Publicly Announced Plan(2) |
|
| Maximum amount that may yet be purchased under the plan |
| ||||||
|
|
|
| (ARS) |
|
|
|
| (USD) |
|
|
|
| (In million of ARS) |
| |||||||||
07/11 – 07/31/2024 |
|
| 4,653,857 |
|
|
| 1,252.30 |
|
|
| — |
|
|
| — |
|
|
| 4,653,857 |
|
|
| 9,172.0 |
|
08/01 – 08/31/2024 |
|
| 5,029,398 |
|
|
| 1,270.67 |
|
|
| — |
|
|
| — |
|
|
| 5,029,398 |
|
|
| 2,781.3 |
|
09/01 – 09/12/2024 |
|
| 1,858,630 |
|
|
| 1,490.65 |
|
|
| — |
|
|
| — |
|
|
| 1,858,630 |
|
|
| 10.7 |
|
Total |
|
| 11,541,885 |
|
|
| 1,298.69 |
|
|
| — |
|
|
| — |
|
|
| 11,541,885 |
|
|
|
|
|
(1) | As of the settlement date of the transaction. |
(2) | Correspond to the sum of common shares and GDS’s purchased. Each GDS represents 10 common shares. |
As of June 30, 2024, we own our shares in an amount equal to 3.2% of our capital stock, and as of October 21, 2024, we own our shares in an amount equal to 4.7% of our capital stock.
| 205 |
| Table of Contents |
F. Change in Registrant’s Certifying Accountant
This section is not applicable.
G. Corporate Governance
Compliance with NYSE listing standards on corporate governance
NYSE and Argentine Corporate Governance Requirements
Our corporate governance practices are governed by the applicable Argentine law; particularly, the Argentine Corporation Law, CML and CNV Rules, as well as by our bylaws. We have securities that are registered with the SEC and are NYSE, and are therefore subject to corporate governance requirements applicable to NYSE-listed non-U.S. companies.
NYSE-listed non-U.S. companies that are categorized as “Foreign Private Issuers” may, in general, follow their home country corporate governance practices in lieu of most of the new NYSE corporate governance requirements (the “NYSE Sections”) codified in Section 303A of the NYSE’s Listed Company Manual. However, Foreign Private Issuers must comply with NYSE Sections 303A.06, 303A.11 and 303A.12(b) and 303A.12(c). Foreign Private Issuers must comply with Section 303A.06 prior to July 31, 2005 and with Sections 303A.11 and 303A.12(b) prior to the first annual meeting of shareholders held after January 15, 2004, or by October 31, 2004.
NYSE Section 303A.11 requires that Foreign Private Issuers disclose any significant ways in which their corporate governance practices differ from U.S. companies under NYSE standards. A Foreign Private Issuer is simply required to provide a brief, general summary of such significant differences to its U.S. investors either 1) on the company’s website (in English) or 2) in Form 20-F as distributed to their U.S. investors. In order to comply with Section 303A.11, we have prepared and have updated the comparison in the table below.
The most relevant differences between our corporate governance practices and NYSE standards for listed companies are as follows:
NYSE Standards for U.S. companies Listed Companies Manual Section 303.A |
| IRSA’s Corporate Practices |
Section 303A.01 A NYSE-listed company must have a majority of independent directors on its Board of Directors.
|
| We follow Argentine law which does not require that a majority of the Board of Directors be composed of independent directors. Argentine law instead requires that public companies in Argentina have a sufficient number of independent directors to be able to form an Audit Committee of at least three members, the majority of which must be independent pursuant to the criteria established by CNV Rules |
|
|
|
Section 303A.02 This section establishes general standards to evaluate directors’ independence (no director qualifies as “independent” unless the Board of Directors affirmatively determines that the director has no material relationship with the listed company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the company), and emphasizes that the concern is independence from management. The board is also required to express an opinion with regard to the independence or lack of independence, on a case by case basis, of each individual director.
|
| CNV standards for purposes of identifying an independent director are substantially similar to NYSE’s standards. CNV standards provide that independence is required with respect to the company itself and to its shareholders with direct or indirect material holdings (15% or more). To qualify as an independent director, such a person must not perform executive functions within the company. Close relatives of any persons who would not qualify as “independent directors” shall also not be considered “independent.” When directors are appointed, each shareholder that nominates a director must to report at the meeting whether or not such director is independent. |
|
|
|
Section 303A.03 Non-management directors must meet at regularly scheduled executive meetings not attended by management.
|
| Neither Argentine law nor our by-laws require that any such meetings be held.
Our Board of Directors as a whole is responsible for monitoring the company’s affairs. In addition, under Argentine law, the Board of Directors may approve the delegation of specific responsibilities to designated directors or non-director managers of a company. Also, it is mandatory for public companies to form a supervisory committee (composed of syndics) which is responsible for monitoring legal compliance by a company under Argentine law and compliance with its by-laws. In addition, under Argentine Law, the Board of Directors must meet at least quarterly provided, however, that the Chairman or his substitute may call a meeting whenever it is deemed advisable or at the request of any Board member. |
| 206 |
| Table of Contents |
NYSE Standards for U.S. companies Listed Companies Manual Section 303.A |
| IRSA’s Corporate Practices |
Section 303A.05(a) Listed companies shall have a “Compensation Committee” composed entirely of independent directors.
|
| Neither Argentine law nor our by-laws require the formation of a “Compensation Committee.” Under Argentine law, if the compensation of the members of the Board of Directors and the supervisory committee is not established in the by-laws of a company, it should be determined at the shareholders meeting. |
|
|
|
Section 303A.05(b). The “Compensation Committee” shall have a written charter addressing the committee’s purpose and certain minimum responsibilities as set forth in Section 303A.05(b)(i) and (ii). |
| Neither Argentine law nor our by-laws require the formation of a “Compensation Committee.”
|
|
|
|
Section 303A.06 Listed companies must have an “Audit Committee” that satisfies the requirements of Rule 10 A-3 under the 1934 Exchange Act (the “Exchange Act”). Foreign private issuers must satisfy the requirements of Rule 10 A-3 under the Exchange Act as of July 31, 2005. |
| Pursuant to the CML and the CNV Rules, from May 27, 2004, we have appointed an “Audit Committee” composed of three of the members of the Board of Directors. Since December 21, 2005 all of its members are independent as per the criteria of Rule 10 A-3 under the Exchange Act. |
|
|
|
Section 303A.07(a) The Audit Committee shall consist of at least three members. All of its members shall be financially literate or must acquire such financial knowledge within a reasonable period and at least one of its members shall have experience in accounting or financial administration.
|
| In accordance with Argentine law, a public Company must have an Audit Committee with a minimum of three members of the Board of Directors, the majority of which shall be independent pursuant to the criteria established by the CNV. Under CNV’s rules, unless otherwise provided by the bylaws, the Audit Committee shall be appointed by the issuer's board of directors, by a simple majority of its members, from among the members of the body who possess expertise in business, financial, or accounting matters. The requirements for being an Audit Committee member under CNV’s rules are not restricted to financial knowledge as outlined by Section 3030a.07(a). However, our Audit Committee has a financial expert. The committee creates its own written internal code that addresses among others: (i) its purpose; (ii) an annual performance evaluation of the committee; and (iii) its duties and responsibilities. |
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| Table of Contents |
H. Mine Safety Disclosures
This section is not applicable.
I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
This section is not applicable.
J. Insider Trading Policies
Our code of ethics contains insider trading policies and procedures governing the purchase, sale, and other dispositions of our securities by directors, senior management and other employees that are reasonably designed to promote compliance with applicable insider trading laws, rules, and regulations, and any listing standards applicable to us, such as periods of prohibition for the purchase or sale of equity securities or their options, and procedures to reduce the risk of insider trading. Our code of ethics is attached as Exhibit 11.1 to this Annual Report.
K. Cybersecurity
Governance
Cybersecurity is one of our strategic priorities. Our information security team defines the strategy, policies, practices, procedures, and organizational structure which we use to identify, analyze, evaluate, measure, mitigate, and monitor cybersecurity risks. We work together with various teams of our organization to conduct continuous analysis of potential failures, and vulnerabilities or risks that may affect our processes and assets.
We believe that information security and critical data governance are important to us. As a result, we have an information security management team led by our Information Security Manager, who has over 20 years of experience in the cybersecurity sector. He has deep knowledge in telecommunications, security awareness, access control, and technological risks. He has participated in information security training programs such as CISM (Certified Information Security Manager) and CISSP (Certified Information Systems Security Professional) and is responsible for evaluating and managing cybersecurity risks. Our information security management team is independent of our IT management and is integrated into our compliance management. This information security management has an individual annual budget, and a strategy which is based on two principles: (i) the continuous review and improvement of our information security model; and (ii) a cybersecurity framework based on the National Institute of Standards and Technology (NIST).
This strategy allows us to identify, protect, detect, respond to, and recover our systems and data from potential threats, and it is under constant evaluation. This strategy also ensures the proper integration of security into business processes, minimizing risks and impacts that could materially affect us or our subsidiaries.
| 208 |
| Table of Contents |
Within this corporate governance model, there are preventive controls and processes that allow us to supervise and monitor our corporate information security strategy and carry out investments and initiatives that enable us to achieve our business objectives.
Cybersecurity
In response to the evolving cyber threats, we have undertaken several projects to improve our security systems. During 2023 and 2024, we carried out actions that allowed us to enhance the maturity level of our control systems based on internationally recognized cybersecurity best practices. Additionally, we identified residual risks, deepened cybersecurity awareness among our employees, implemented security measures on our employees’ user accounts, and established mechanisms for users to report cybersecurity incidents. These actions have enabled better incident management, increased protection against threats, and built an adequate cybersecurity environment for the organization.
In response to the evolution of cyber threats, we have external advisors with over 24 years of experience in the cybersecurity field who provide us with vulnerability assessment services, customized training, and protection recommendations against cyber threats. Additionally, we work with business partners who provide us with advanced tools for early threat detection, allowing us to identify potential cybersecurity risks.
Our main Enterprise Resource Planning (ERP) and Customer Relationship Management (CRM) systems have the levels of protection and contingency recovery that allow us to be prepared for the constant evolution of cyberattacks. During 2023 and 2024, we have carried out the following actions: (i) we conducted a risk analysis that allows us to identify residual risks to be treated or accepted; (ii) we deepened cybersecurity training for our employees with the aim of distributing simulations, tips, best practices, and knowledge about cybersecurity threats; (iii) we implemented the use of two-factor authentication on our employees’ user accounts to minimize the risk of identity theft and information theft; (iv) we established mechanisms for employees to report cybersecurity incidents for identification, management, containment, and analysis by the incident response team. These actions deepen our commitment to cybersecurity management, increase protection against threats, and build an adequate environment for the organization.
In recent years, the average number of cybersecurity incidents has increased significantly worldwide. Therefore, we focus on using advanced threat detection and blocking tools that allow us to prevent the most frequent cyberattacks, which are related to ransomware (hacking of virtual files), malware, spam, phishing, and executive impersonation (BEC - Business Email Compromise), among others.
Our Information Security Manager provides quarterly reports on cybersecurity to our Audit Committee, which assumes the responsibility for the strategy and oversight of cybersecurity issues. This allows involving senior management, providing knowledge of the status of each action taken, and adjusting the strategy based on the needs and direction of the business.
We have a cybersecurity incident response process to report to our Executive Committee, Audit Committee, and the SEC information about cybersecurity incidents that have had a significant impact on the Company. Our Information Security Manager is responsible for managing and resolving cybersecurity incidents that affect the Company. His main responsibilities include supervising the security detection and alert system, notifying relevant parties about detected incidents, conducting initial assessments of incidents, isolating compromised systems, coordinating recovery efforts with our IT management, investigating cybersecurity incidents, managing internal communication about incidents, and reviewing the effectiveness of implemented corrective and preventive measures.
We also have a Crisis Committee whose responsibilities include managing unforeseen situations that can negatively affect the Company’s operations and assets, coordinating a quick and effective response to a cybersecurity crisis, managing internal and external communication during the crisis, making critical real-time decisions, constantly evaluating the impact of the situation, adjusting decisions, and ensuring compliance with applicable laws and regulations.
| 209 |
| Table of Contents |
Also, our Compliance Manager is responsible for ensuring that the Company complies with all laws, regulations, and standards related to the management of cybersecurity incidents applicable to it, cooperating with regulatory entities, promoting the review and updating of policies and procedures, acting as a spokesperson for the Executive Committee, and keeping the Executive Committee and the Audit Committee informed about the status of the Company’s regulatory and legal compliance.
Additionally, our legal management receives reports on cybersecurity incidents, cooperates in determining the materiality of such incidents, evaluates the severity and scope of such incidents from a legal perspective, reviews contracts with suppliers, evaluates the possibility of potential litigation, and provides legal guidance to the Executive Committee. Similarly, our fraud prevention management participates in the analysis of cybersecurity incidents to identify possible fraudulent activity, collects evidence for legal purposes, monitors suspicious transactions, and cooperates in reporting incidents.
Also, as part of our processes in contracts with suppliers, our company establishes specific contractual provisions to ensure that these partners comply with adequate data protection standards and security measures.
In 2023 and 2024, we have not recorded any significant Information Security events that have materially affected or are reasonably likely to materially affect us, our business strategy, results of operations, or financial condition. We are aware of the constant cybersecurity risks and continue to implement protective measures that allow us to minimize potential negative impacts on our business. However, these protective measures may be insufficient to fully protect against cybersecurity risks. For more information about these risks, see “Item 3. Key Information — D. Risk Factors - Risks Relating to Our Business -Cybersecurity events could negatively affect our reputation, our financial condition and our results of operations.
| 210 |
| Table of Contents |
PART III
Item 17. Financial Statements
We have responded to Item 18 in lieu of responding to this Item.
Item 18. Financial Statements
Reference is made to pages F-1 through F-90
Index to Financial Statements (see page F-1).
Item 19. Exhibits
INDEX OF EXHIBITS
Exhibit No. |
| Description of Exhibit |
| ||
2.1 (1) |
| Deposit Agreement among us, The Bank of New York Mellon, as Depositary, and the holders from time to time of Global Depositary Receipts issued there under. |
| ||
| ||
| ||
4.1 (2) |
| Agreement for the exchange of Corporate Service between us, IRSA and CRESUD dated June 30, 2004. |
| ||
| ||
| ||
| ||
| ||
| ||
| ||
| ||
|
| 211 |
| Table of Contents |
Exhibit No. |
| Description of Exhibit |
| ||
| ||
| ||
| ||
| ||
| ||
| ||
| ||
| ||
| ||
| ||
| Certification pursuant to Section 302 of the Sarbanes-Oxley Act 2002. | |
| Certification pursuant to Section 302 of the Sarbanes-Oxley Act 2002. | |
| ||
| ||
| ||
| ||
|
(1) | Incorporated herein by reference to the same-numbered exhibit to the registrant’s registration statement on Form 20-F (File N° 000-30982). |
(2) | Incorporated herein by reference to the registrant’s registration statement on Form 6-K (SEC File N° 000-30982). |
(3) | Incorporated herein by reference to the registrant’s registration statement on Form 6-K reported on August 1, 2005. |
(4) | Incorporated herein by reference to the Annual Report on Form 20-F (File N° 128 0-30982) filed with the SEC on December 27, 2007. |
(5) | Incorporated herein by reference to the Annual Report on Form 20-F (File N° 128 0-30982) filed with the SEC on December 30, 2008. |
(6) | Incorporated herein by reference to the Annual Report on Form 20-F (File N° 1280-30982) filed with the SEC on December 30, 2009. |
(7) | Incorporated herein by reference to the Annual Report on Form 20-F (File N° 1280-30982) filed with the SEC on December 30, 2010. |
(8) | Incorporated herein by reference to the Annual Report on Form 20-F (File N° 1280-30982) filed with the SEC on December 28, 2011. |
(9) | Incorporated herein by reference to the Annual Report on Form 20-F (File N° 1280-30982) filed with the SEC on October 26, 2012. |
(10) | Incorporated herein by reference to the Annual Report on Form 20-F (File N° 1280-30982) filed with the SEC on October 31, 2014. |
(11) | Incorporated herein by reference to the Annual Report on Form 20-F (File N° 1280-30982) filed with the SEC on November 17, 2015. |
(12) | Incorporated herein by reference to the Annual Report on Form 20-F (File N° 1280-30982) filed with the SEC on November 17, 2015. |
(13) | Incorporated herein by reference to the Annual Report on Form 20-F (File N° 1280-30982) filed with the SEC on November 1, 2016. |
(14) | Incorporated herein by reference to the Annual Report on Form 20-F (File N° 1280-30982) filed with the SEC on October 31, 2017. |
(15) | Incorporated herein by reference to the Annual Report on Form 20-F (File N° 1280-30982) filed with the SEC on October 31, 2018. |
(16) | Incorporated herein by reference to the Annual Report on Form 20-F (File N° 1280-30982) filed with the SEC on October 31, 2019. |
(17) | Incorporated herein by reference to the Annual Report on Form 20-F (File N° 1280-30982) filed with the SEC on November 16, 2020. |
(18) | Incorporated by reference to the registrant’s registration statement on Form 8-A filed on May 26, 2021. |
(19) | Incorporated herein by reference to the Annual Report on Form 20-F (File N° 1280-30982) filed with the SEC on October 20, 2021. |
(20) | Incorporated herein by reference to the Annual Report on Form 20-F (File N° 1280-30982) filed with the SEC on October 26, 2022. |
(21) | Incorporated herein by reference to the Annual Report on Form 20-F (File N° 1280-30982) filed with the SEC on October 20, 2023. |
| 212 |
| Table of Contents |
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Annual Report on its behalf.
| IRSA Inversiones y Representaciones Sociedad Anónima |
| |
|
|
|
|
Date: October 22, 2024 | By: | /s/ Matías I. Gaivironsky |
|
|
| Name Matías I. Gaivironsky |
|
|
| Title Chief Financial and Administrative Officer |
|
| 213 |
| Table of Contents |
Index
| F-1 |
| |
| F-4 |
| |
|
|
|
|
| F-5 |
| |
Consolidated Statement of Income and Other Comprehensive Income |
| F-6 |
|
| F-7 |
| |
| F-10 |
| |
| F-11 |
| |
| F-11 |
| |
| F-11 |
| |
Note 3 – Significant judgments, key assumptions and estimates |
| F-32 |
|
| F-33 |
| |
| F-35 |
| |
| F-39 |
| |
| F-43 |
| |
| F-45 |
| |
| F-50 |
| |
| F-55 |
| |
| F-55 |
| |
| F-56 |
| |
| F-56 |
| |
| F-57 |
| |
| F-61 |
| |
| F-62 |
| |
| F-63 |
| |
| F-67 |
| |
| F-67 |
| |
| F-69 |
| |
| F-71 |
| |
| F-75 |
| |
| F-76 |
| |
| F-76 |
| |
| F-77 |
| |
| F-77 |
| |
| F-78 |
| |
| F-78 |
| |
| F-79 |
| |
| F-80 |
| |
| F-85 |
| |
| F-85 |
| |
| F-86 |
| |
| F-89 |
|
| Table of Contents |
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of
IRSA Inversiones y Representaciones Sociedad Anónima
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated statements of financial position of IRSA Inversiones y Representaciones Sociedad Anónima and its subsidiaries (the “Company”) as of June 30, 2024 and 2023, and the related consolidated statements of income and other comprehensive income, changes in shareholders’ equity and cash flows for each of the three years in the period ended June 30, 2024, including the related notes and the summary of investment properties by type as of June 30, 2024 listed in the index appearing under Item 19 (Exhibit No 99.2) (collectively referred to as the “consolidated financial statements”). We also have audited the Company’s internal control over financial reporting as of June 30, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of June 30, 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 IFRS Accounting Standards as issued by the International Accounting Standards Board. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of June 30, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting appearing under Item 15. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
| F-1 |
| Table of Contents |
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Level 3 Investment Properties Valued Using Discounted Cash Flows
As described in Note 9 to the consolidated financial statements, the Company used a discounted cash flow model to value its Level 3 investment properties, which account for approximately 38.94% of the Company’s AR$ 1,702,757 million in investment properties at June 30, 2024. These properties are valued using assumptions that management believes a hypothetical market participant would use to determine a current transaction price. The significant assumptions used by management to value these investment properties included determining Weighted Average Cost of Capital (“WACC”) discount rates and future projected income based on estimates of macroeconomic variables such as inflation, exchange rates and gross domestic product. These valuation techniques require management to make estimates and judgments regarding the future behavior of multiple interrelated variables and changes in these assumptions could have a significant impact on the determination of the fair value of these properties.
| F-2 |
| Table of Contents |
The principal consideration for our determination that performing procedures relating to the Level 3 investment properties valued using a discounted cash flows method is a critical audit matter is the significant judgment by management to determine the fair value of these properties due to the use of a valuation model that included significant assumptions related to the determination WACC discount rates and future projected income based on estimates of macroeconomic variables such as inflation, exchange rates and gross domestic product; this in turn led to a high degree of auditor subjectivity and judgment to evaluate the audit evidence obtained related to the valuation, and this audit effort involved the use of professionals with specialized skill and knowledge.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the valuation of Level 3 investment properties valued using a discounted cash flows method, including controls over the Company’s methods, significant assumptions used and data. These procedures also included, among others, the involvement of professionals with specialized skill and knowledge to assist in developing an independent range of values for all significant assumptions and comparison of management’s estimate to the independently developed ranges. Developing the independent estimate involved testing the completeness and accuracy of data provided by management and evaluating management’s assumptions related to future behavior of certain macroeconomic variables, such as inflation, exchange rates and gross domestic product, and independently developing the WACC discount rate assumption.
/s/ |
|
|
(Partner) |
|
|
/s/ Carlos Javier Brondo |
|
|
October 22, 2024 |
|
|
We have served as the Company’s auditor since 1992.
| F-3 |
| Table of Contents |
Glossary
The following are not technical definitions but help the reader to understand certain terms used in the wording of the notes to the Group’s Consolidated Financial Statements.
Terms |
| Definitions |
ARCOS |
| Arcos del Gourmet S.A. |
BACS |
| Banco de Crédito y Securitización S.A. |
BCRA |
| Central Bank of the Argentine Republic |
BHSA |
| Banco Hipotecario S.A. |
BYMA |
| Buenos Aires Stock Exchange |
CAMSA |
| Consultores Assets Management S.A. |
CCL |
| Cash settlement |
CNV |
| Securities National Commission |
CODM |
| Chief Operating Decision Maker |
Condor |
| Condor Hospitality Trust Inc. |
CPF |
| Collective Promotion Funds |
CPI |
| Consumer Price Index |
Cresud |
| Cresud S.A.C.I.F. y A. |
DFL |
| Dolphin Fund Ltd. |
DIC |
| Discount Investment Corporation Ltd. |
DN B.V. |
| Dolphin Netherlands B.V. |
ECLASA |
| E-Commerce Latina S.A. |
EHSA |
| Entertainment Holdings S.A. |
ERSA |
| Emprendimiento Recoleta S.A. |
FACPCE |
| Argentine Federation of Accountant |
Fibesa |
| Fibesa S.A.U. |
GCBA |
| Autonomous City of Buenos Aires Government |
GCDI |
| GCDI S.A. (former TGLT S.A.) |
CPCCN |
| Civil and Commercial Procedural Code of Argentina |
IAS |
| International Accounting Standards |
IASB |
| International Accounting Interpretations Board |
IDBD |
| IDB Development Corporation Ltd. |
IFRS |
| International Financial Reporting Standards |
IRSA CP |
| IRSA Propiedades Comerciales S.A. |
IRSA, “The Company”, “Us”, “We” |
| IRSA Inversiones y Representaciones Sociedad Anónima |
MEP |
| Electronic Payment Market |
Metropolitan |
| Metropolitan 885 Third Avenue Leasehold LLC |
NCN |
| Non-Convertible Notes |
New Lipstick |
| New Lipstick LLC |
NIS |
| New Israeli Shekel |
PAMSA |
| Panamerican Mall S.A. |
Puerto Retiro |
| Puerto Retiro S.A. |
Quality |
| Quality Invest S.A. |
Tandanor |
| Tandanor S.A.C.I.y N. |
USA |
| United States of America |
UVA |
| Units of purchasing power |
| F-4 |
| Table of Contents |
IRSA Inversiones y Representaciones Sociedad Anónima |
Consolidated Statement of Financial Position
as of June 30, 2024 and 2023
(All amounts in millions of Argentine Pesos, except otherwise indicated)
|
| Note |
|
| 06.30.2024 |
|
| 06.30.2023 |
| |||
ASSETS |
|
|
|
|
|
|
|
|
| |||
Non-current assets |
|
|
|
|
|
|
|
|
| |||
Investment properties |
|
| 9 |
|
|
|
|
|
|
| ||
Property, plant and equipment |
|
| 10 |
|
|
|
|
|
|
| ||
Trading properties |
|
| 11,25 |
|
|
|
|
|
|
| ||
Intangible assets |
|
| 12 |
|
|
|
|
|
|
| ||
Right-of-use assets |
|
| 13 |
|
|
|
|
|
|
| ||
Investments in associates and joint ventures |
|
| 8 |
|
|
|
|
|
|
| ||
Deferred income tax assets |
|
| 21 |
|
|
|
|
|
|
| ||
Income tax credit |
|
|
|
|
|
|
|
|
|
| ||
Trade and other receivables |
|
| 14,15 |
|
|
|
|
|
|
| ||
Investments in financial assets |
|
| 14 |
|
|
|
|
|
|
| ||
Derivative financial instruments |
|
| 14 |
|
|
|
|
|
|
| ||
Total non-current assets |
|
|
|
|
|
|
|
|
|
| ||
Current assets |
|
|
|
|
|
|
|
|
|
|
|
|
Trading properties |
|
| 11,25 |
|
|
|
|
|
|
| ||
Inventories |
|
| 25 |
|
|
|
|
|
|
| ||
Income tax credit |
|
|
|
|
|
|
|
|
|
| ||
Trade and other receivables |
|
| 14,15 |
|
|
|
|
|
|
| ||
Investments in financial assets |
|
| 14 |
|
|
|
|
|
|
| ||
Cash and cash equivalents |
|
| 14 |
|
|
|
|
|
|
| ||
Total current assets |
|
|
|
|
|
|
|
|
|
| ||
TOTAL ASSETS |
|
|
|
|
|
|
|
|
|
| ||
SHAREHOLDERS’ EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders' equity attributable to equity holders of the parent (according to corresponding statement) |
|
|
|
|
|
|
|
|
|
| ||
Non-controlling interest |
|
|
|
|
|
|
|
|
|
| ||
TOTAL SHAREHOLDERS’ EQUITY |
|
|
|
|
|
|
|
|
|
| ||
LIABILITIES |
|
|
|
|
|
|
|
|
|
|
|
|
Non-current liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
Borrowings |
|
| 14,20 |
|
|
|
|
|
|
| ||
Lease liabilities |
|
| 13 |
|
|
|
|
|
|
| ||
Deferred income tax liabilities |
|
| 21 |
|
|
|
|
|
|
| ||
Trade and other payables |
|
| 14,18 |
|
|
|
|
|
|
| ||
Provisions |
|
| 19 |
|
|
|
|
|
|
| ||
Salaries and social security liabilities |
|
|
|
|
|
|
|
|
|
| ||
Total non-current liabilities |
|
|
|
|
|
|
|
|
|
| ||
Current liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
Borrowings |
|
| 14,20 |
|
|
|
|
|
|
| ||
Lease liabilities |
|
| 13 |
|
|
|
|
|
|
| ||
Trade and other payables |
|
| 14,18 |
|
|
|
|
|
|
| ||
Income tax liabilities |
|
|
|
|
|
|
|
|
|
| ||
Provisions |
|
| 19 |
|
|
|
|
|
|
| ||
Derivative financial instruments |
|
| 14 |
|
|
|
|
|
|
| ||
Salaries and social security liabilities |
|
|
|
|
|
|
|
|
|
| ||
Total current liabilities |
|
|
|
|
|
|
|
|
|
| ||
TOTAL LIABILITIES |
|
|
|
|
|
|
|
|
|
| ||
TOTAL SHAREHOLDERS’ EQUITY AND LIABILITIES |
|
|
|
|
|
|
|
|
|
| ||
The accompanying notes are an integral part of these Consolidated Financial Statements.
| F-5 |
| Table of Contents |
IRSA Inversiones y Representaciones Sociedad Anónima |
Consolidated Statement of Income and Other Comprehensive Income
for the fiscal years ended June 30, 2024, 2023 and 2022
(All amounts in millions of Argentine Pesos, except otherwise indicated)
|
| Note |
|
| 06.30.2024 |
|
| 06.30.2023 |
|
| 06.30.2022 |
| ||||
Revenues |
|
| 23 |
|
|
|
|
|
|
|
|
|
| |||
Costs |
|
| 24,25 |
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Gross profit |
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Net (loss) / gain from fair value adjustment of investment properties |
|
| 9 |
|
|
| ( | ) |
|
| ( | ) |
|
|
| |
General and administrative expenses |
|
| 24 |
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Selling expenses |
|
| 24 |
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Other operating results, net |
|
| 26 |
|
|
| ( | ) |
|
| ( | ) |
|
|
| |
(Loss) / profit from operations |
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
|
| |
Share of profit / (loss) of associates and joint ventures |
|
| 8 |
|
|
|
|
|
|
|
|
| ( | ) | ||
(Loss) / profit before financial results and income tax |
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
|
| |
Finance income |
|
| 27 |
|
|
|
|
|
|
|
|
|
| |||
Finance costs |
|
| 27 |
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Other financial results |
|
| 27 |
|
|
|
|
|
|
|
|
|
| |||
Inflation adjustment |
|
| 27 |
|
|
| ( | ) |
|
|
|
|
|
| ||
Financial results, net |
|
|
|
|
|
|
|
|
|
|
|
|
| |||
(Loss) / profit before income tax |
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
|
| |
Income tax expense |
|
| 21 |
|
|
|
|
|
|
|
|
| ( | ) | ||
(Loss) / profit for the year |
|
|
|
|
|
| ( | ) |
|
|
|
|
|
| ||
Other comprehensive (loss) / income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Items that may be reclassified subsequently to profit or loss: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Currency translation adjustment and other comprehensive loss from subsidiaries and associates (i) |
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Revaluation (deficit) / surplus |
|
|
|
|
|
|
|
|
| ( | ) |
|
|
| ||
Total other comprehensive loss for the year |
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Total comprehensive (loss) / income for the year |
|
|
|
|
|
| ( | ) |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) / profit for the year attributable to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity holders of the parent |
|
|
|
|
|
| ( | ) |
|
|
|
|
|
| ||
Non-controlling interest |
|
|
|
|
|
| ( | ) |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive (loss) / income attributable to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity holders of the parent |
|
|
|
|
|
| ( | ) |
|
|
|
|
|
| ||
Non-controlling interest |
|
|
|
|
|
| ( | ) |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) / profit per share attributable to equity holders of the parent: (ii) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
|
|
|
| ( | ) |
|
|
|
|
|
| ||
Diluted |
|
|
|
|
|
| ( | )(iii) |
|
|
|
|
|
| ||
The accompanying notes are an integral part of these Consolidated Financial Statements.
(i) | The components of other comprehensive (loss) / income do not generate an impact on income tax. |
(ii) | See note 28 to these Consolidated Financial Statements. |
(iii) | Given that the result for the year showed losses, there is no diluted effect of such result. |
| F-6 |
| Table of Contents |
IRSA Inversiones y Representaciones Sociedad Anónima |
Consolidated Statement of Changes in Shareholders’ Equity
for the fiscal years ended June 30, 2024, 2023 and 2022
(All amounts in millions of Argentine Pesos, except otherwise indicated)
|
| Attributable to equity holders of the parent |
|
|
|
|
|
|
| |||||||||||||||||||||||||||||||||||||||||||||||
|
| Share capital |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||||||||||
|
| Outstanding shares |
|
| Shares to issue (iv) |
|
| Treasury shares |
|
| Inflation adjustment of share capital and treasury shares (i) |
|
| Warrants (ii) |
|
| Share premium |
|
| Additional paid-in capital from treasury shares |
|
| Legal reserve |
|
| Special reserve Resolution CNV 609/12 |
|
| Other reserves (v) |
|
| Retained earnings |
|
| Subtotal |
|
| Non-controlling interest |
|
| Total Shareholders’ equity |
| ||||||||||||||
Balance as of June 30, 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||
Net loss for the year |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Other comprehensive loss for the year |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| ( | ) |
|
| - |
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Total comprehensive loss for the year |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Assignment of results according to Shareholders´ Meeting |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| ( | ) |
|
| - |
|
|
| - |
|
|
| - |
| ||
Repurchase of treasury shares (iii) |
|
| ( | ) |
|
| - |
|
|
|
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| ( | ) |
|
| - |
|
|
| ( | ) |
|
| - |
|
|
| ( | ) | |
Warrants exercise (ii) |
|
|
|
|
| - |
|
|
| - |
|
|
|
|
|
| ( | ) |
|
|
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
|
|
|
| - |
|
|
|
| |||||
Issuance of shares |
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| - |
|
|
| - |
|
|
| - |
|
|
| ( | ) |
|
| - |
|
|
| - |
|
|
|
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
| ||
Capitalization of irrevocable contributions |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
|
|
|
|
| ||
Dividend distribution (iv) |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Reserve for share-based payments |
|
|
|
|
| - |
|
|
| ( | ) |
|
| - |
|
|
| - |
|
|
| - |
|
|
| ( | ) |
|
| - |
|
|
| - |
|
|
|
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
| ||
Changes in non-controlling interest |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| ( | ) |
|
| - |
|
|
| ( | ) |
|
|
|
|
| - |
| |
Incorporation of treasury shares (iv) |
|
| ( | ) |
|
| - |
|
|
|
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
| |
Reimbursement of prescribed dividends (iv) |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
|
|
|
|
|
|
| - |
|
|
|
| |||
Balance as of June 30, 2024 |
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||
(i) | Includes ARS 34 of Inflation adjustment of treasury shares. See Note 17 to these Consolidated Financial Statements. |
(ii) | As of June 30, 2024, the remaining warrants to exercise amount to 75,668,184. See Notes 17 and 33 to these Consolidated Financial Statements. |
(iii) | Related to the Shares Buyback Programs approved by the Board of Directors on June 15, 2023, January 4, 2024 and March 20, 2024. As of June 30, 2024 the Company has repurchased 20,681,131 shares. See Note 17 to these Consolidated Financial Statements. |
(iv) | See Note 17 to these Consolidated Financial Statements. |
(v) | Group’s other reserves for the year ended June 30, 2024 were as follows: |
|
| Cost of treasury shares |
|
| Reserve for future dividends |
|
| Currency translation adjustment reserve |
|
| Special reserve |
|
| Other reserves (1) |
|
| Total Other reserves |
| ||||||
Balance as of June 30, 2023 |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
| ||||
Other comprehensive loss for the year |
|
| - |
|
|
| - |
|
|
| ( | ) |
|
| - |
|
|
| - |
|
|
| ( | ) |
Total comprehensive loss for the year |
|
| - |
|
|
| - |
|
|
| ( | ) |
|
| - |
|
|
| - |
|
|
| ( | ) |
Assignment of results according to Shareholders´ Meeting |
|
| - |
|
|
|
|
|
| - |
|
|
| - |
|
|
| - |
|
|
|
| ||
Dividend distribution |
|
| - |
|
|
| - |
|
|
| - |
|
|
| ( | ) |
|
| - |
|
|
| ( | ) |
Repurchase of treasury shares |
|
| ( | ) |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| ( | ) |
Issuance of shares |
|
|
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
|
| ||
Reserve for share-based payments |
|
|
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| ( | ) |
|
|
| ||
Changes in non-controlling interest |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| ( | ) |
|
| ( | ) |
Balance as of June 30, 2024 |
|
| ( | ) |
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) |
|
|
| |||
(1) | Includes revaluation surplus. |
The Company does not hold any preferred shares, therefore there are no unpaid dividends on such shares.
The accompanying notes are an integral part of these Consolidated Financial Statements.
| F-7 |
| Table of Contents |
IRSA Inversiones y Representaciones Sociedad Anónima |
Consolidated Statement of Changes in Shareholders’ Equity
for the fiscal years ended June 30, 2024, 2023 and 2022
(All amounts in millions of Argentine Pesos, except otherwise indicated)
|
| Attributable to equity holders of the parent |
|
|
|
|
|
|
| |||||||||||||||||||||||||||||||||||||||||||||||
|
| Share capital |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||||||||||
|
| Outstanding shares |
|
| Shares to issue |
|
| Treasury shares |
|
| Inflation adjustment of share capital and treasury shares (i) |
|
| Warrants |
|
| Share premium |
|
| Additional paid-in capital from treasury shares |
|
| Legal reserve |
|
| Special reserve Resolution CNV 609/12 |
|
| Other reserves (ii) |
|
| Retained earnings |
|
| Subtotal |
|
| Non-controlling interest |
|
| Total Shareholders’ equity |
| ||||||||||||||
Balance as of June 30, 2022 |
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||
Net profit for the year |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Other comprehensive (loss) / income for the year |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| ( | ) |
|
| - |
|
|
| ( | ) |
|
|
|
|
| ( | ) | |
Total comprehensive (loss) / income for the year |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Assignment of results according to Shareholders´ Meeting |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| ( | ) |
|
| - |
|
|
| - |
|
|
| - |
| ||
Repurchase of treasury shares |
|
| ( | ) |
|
| - |
|
|
|
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| ( | ) |
|
| - |
|
|
| ( | ) |
|
| - |
|
|
| ( | ) | |
Warrants exercise |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| ( | ) |
|
|
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
|
|
|
| - |
|
|
|
| |||
Issuance of shares |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
| ( | ) |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
| ||
Capitalization of irrevocable contributions |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
|
|
|
|
| ||
Dividend distribution |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Reserve for share-based payments |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| ( | ) |
|
| - |
|
|
| - |
|
|
|
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
| |
Other changes in equity |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
| ||||
Changes in non-controlling interest |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| ( | ) |
|
| - |
|
|
| ( | ) |
|
|
|
|
| ( | ) | |
Balance as of June 30, 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||
(i) | Includes ARS 26 of Inflation adjustment of treasury shares. See Note 17 to these Consolidated Financial Statements. |
(ii) | Group’s other reserves for the year ended June 30, 2023 were as follows: |
|
| Cost of treasury shares |
|
| Reserve for future dividends |
|
| Currency translation adjustment reserve |
|
| Special reserve |
|
| Other reserves (1) |
|
| Total Other reserves |
| ||||||
Balance as of June 30, 2022 |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | |||
Other comprehensive loss for the year |
|
| - |
|
|
| - |
|
|
| ( | ) |
|
| - |
|
|
| ( | ) |
|
| ( | ) |
Total comprehensive loss for the year |
|
| - |
|
|
| - |
|
|
| ( | ) |
|
| - |
|
|
| ( | ) |
|
| ( | ) |
Assignment of results according to Shareholders´ Meeting |
|
| - |
|
|
| - |
|
|
| - |
|
|
|
|
|
| - |
|
|
|
| ||
Repurchase of treasury shares |
|
| ( | ) |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| ( | ) |
Dividend distribution |
|
| - |
|
|
| - |
|
|
| - |
|
|
| ( | ) |
|
| - |
|
|
| ( | ) |
Reserve for share-based payments |
|
|
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| ( | ) |
|
|
| ||
Other changes in equity |
|
| - |
|
|
| - |
|
|
|
|
|
| - |
|
|
| - |
|
|
|
| ||
Changes in non-controlling interest |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| ( | ) |
|
| ( | ) |
Balance as of June 30, 2023 |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
| ||||
(1) | Includes revaluation surplus. |
The Company does not hold any preferred shares, therefore there are no unpaid dividends on such shares.
The accompanying notes are an integral part of these Consolidated Financial Statements.
| F-8 |
| Table of Contents |
IRSA Inversiones y Representaciones Sociedad Anónima |
Consolidated Statement of Changes in Shareholders’ Equity
for the fiscal years ended June 30, 2024, 2023 and 2022
(All amounts in millions of Argentine Pesos, except otherwise indicated)
|
| Attributable to equity holders of the parent |
|
|
|
|
|
|
| |||||||||||||||||||||||||||||||||||||||||||
|
| Share capital |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||||||
|
| Outstanding shares |
|
| Treasury shares |
|
| Inflation adjustment of share capital and treasury shares (i) |
|
| Warrants |
|
| Share premium |
|
| Additional paid-in capital from treasury shares |
|
| Legal reserve |
|
| Special reserve Resolution CNV 609/12 |
|
| Other reserves (ii) |
|
| Retained earnings |
|
| Subtotal |
|
| Non-controlling interest |
|
| Total Shareholders’ equity |
| |||||||||||||
Balance as of June 30, 2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
|
| ||||||||||||
Net profit for the year |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Other comprehensive (loss) / income for the year |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| ( | ) |
|
| - |
|
|
| ( | ) |
|
|
|
|
| ( | ) | |
Total comprehensive (loss) / income for the year |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Assignment of results according to Shareholders´ Meeting |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| ( | ) |
|
|
|
|
| - |
|
|
| - |
|
|
| - |
| |
Repurchase of treasury shares |
|
| ( | ) |
|
|
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| ( | ) |
|
| - |
|
|
| ( | ) |
|
| - |
|
|
| ( | ) | |
Warrants exercise |
|
| - |
|
|
| - |
|
|
| - |
|
|
| ( | ) |
|
|
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
|
|
|
| - |
|
|
|
| |||
Capitalization of irrevocable contributions |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
|
|
|
|
| ||
Dividend distribution |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| ( | ) |
|
| ( | ) |
Incorporated by merger |
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
| ( | ) |
|
| ( | ) |
|
|
|
|
| ( | ) |
|
| ( | ) | |||||
Balance as of June 30, 2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||
(i) | Includes ARS 4 of Inflation adjustment of treasury shares. See Note 17 to these Consolidated Financial Statements. |
(ii) | Group’s other reserves for the year ended June 30, 2022 were as follows: |
|
| Cost of treasury shares |
|
| Reserve for future dividends |
|
| Currency translation adjustment reserve |
|
| Special reserve |
|
| Other reserves (1) |
|
| Total Other reserves |
| ||||||
Balance as of June 30, 2021 |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
| ||||
Other comprehensive (loss) / income for the year |
|
| - |
|
|
| - |
|
|
| ( | ) |
|
| - |
|
|
|
|
|
| ( | ) | |
Total comprehensive (loss) / income for the year |
|
| - |
|
|
| - |
|
|
| ( | ) |
|
| - |
|
|
|
|
|
| ( | ) | |
Assignment of results according to Shareholders´ Meeting |
|
| - |
|
|
| - |
|
|
| - |
|
|
| ( | ) |
|
| - |
|
|
| ( | ) |
Repurchase of treasury shares |
|
| ( | ) |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| ( | ) |
Incorporated by merger |
|
| - |
|
|
| - |
|
|
| ( | ) |
|
| - |
|
|
| ( | ) |
|
| ( | ) |
Balance as of June 30, 2022 |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | |||
(1) | Includes revaluation surplus. |
The Company does not hold any preferred shares, therefore there are no unpaid dividends on such shares.
The accompanying notes are an integral part of these Consolidated Financial Statements.
| F-9 |
| Table of Contents |
IRSA Inversiones y Representaciones Sociedad Anónima |
Consolidated Statement of Cash Flows
for the fiscal years ended June 30, 2024, 2023 and 2022
(All amounts in millions of Argentine Pesos, except otherwise indicated)
|
| Note |
|
| 06.30.2024 |
|
| 06.30.2023 |
|
| 06.30.2022 |
| ||||
Operating activities: |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Net cash generated from operating activities before income tax paid |
|
| 16 |
|
|
|
|
|
|
|
|
|
| |||
Income tax paid |
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Net cash generated from operating activities |
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Investing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contributions and issuance of capital in associates and joint ventures |
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | |
Acquisition and improvements of investment properties |
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Contributions and issuance of capital in associates and joint ventures pending of subscription |
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | |
Proceeds from sales of investment properties |
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Acquisitions and improvements of property, plant and equipment |
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Proceeds from sales of property, plant and equipment |
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Acquisitions of intangible assets |
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Dividends collected from associates and joint ventures |
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Proceeds from sales of interest held in associates and joint ventures |
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Proceeds from loans granted |
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Proceeds / (payments) from derivative financial instruments |
|
|
|
|
|
|
|
|
|
|
|
| ( | ) | ||
Acquisitions of investments in financial assets |
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Proceeds from disposal of investments in financial assets |
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Interest received from financial assets |
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Proceeds from loans granted to related parties |
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Increase of loans granted to related parties |
|
|
|
|
|
| ( | ) |
|
|
|
|
|
| ||
Net cash generated from investing activities |
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Financing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Borrowings, issuance and new placement of non-convertible notes |
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Payment of borrowings and non-convertible notes |
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Obtaining / (payments) of short term loans, net |
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | |
Interests paid |
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Repurchase of non-convertible notes |
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Capital contributions from non-controlling interest in subsidiaries |
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Loans received from associates and joint ventures, net |
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Payment of borrowings to related parties |
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | |
Dividends paid |
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Warrants exercise |
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Payment of lease liabilities |
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| ( | ) |
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| ( | ) |
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| ( | ) |
Repurchase of treasury shares |
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| ( | ) |
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| ( | ) |
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| ( | ) |
Net cash used in financing activities |
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| ( | ) |
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| ( | ) |
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| ( | ) |
Net (decrease) / increase in cash and cash equivalents |
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| ( | ) |
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| ( | ) |
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Cash and cash equivalents at the beginning of the year |
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Inflation adjustment of cash and cash equivalents |
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| ( | ) |
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| ( | ) |
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| ( | ) |
Foreign exchange gain / (loss) on cash and cash equivalents and unrealized fair value result for cash equivalents |
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Cash and cash equivalents at end of the year |
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| 14 |
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The accompanying notes are an integral part of these Consolidated Financial Statements.
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IRSA Inversiones y Representaciones Sociedad Anónima |
Notes to Consolidated Financial Statements
(Amounts in millions of Argentine Pesos, except otherwise indicated)
1. The Group’s business and general information
IRSA was founded in 1943, and it has engaged in diverse real estate activities in Argentina since 1991. IRSA and its subsidiaries are collectively referred to hereinafter as “the Group”. Cresud is our direct parent company, whose main shareholders are Inversiones Financieras del Sur S.A., Agroinvestment S.A. and Consultores Venture Capital Uruguay S.A., whose final beneficiary is Eduardo Sergio Elsztain.
These Consolidated Financial Statements have been approved for issuance by the Board of Directors on October 22, 2024.
As of the end of these Consolidated Financial Statements, the Group owns 15 shopping malls, 5 office buildings, 3 hotels and an extensive land reserve for future mixed-use developments. Additionally, the Group holds a
The Group operates and holds a majority interest (with the exception of La Ribera Shopping Center, of which it has a
Likewise, the Group manages a 5 office buildings portfolio and has majority stakes in three luxury hotels including the Libertador and Intercontinental hotels in the Autonomous City of Buenos Aires and the exclusive Llao Llao resort, in the city of San Carlos de Bariloche, in southern Argentina. Additionally, the Group participates in the development of residential properties for sale, as well as in other investments.
2. Summary of significant accounting policies
2.1. Basis of preparation of the Consolidated Financial Statement
(a) Basis of preparation
The CNV, through General Resolutions No. 562/09 and 576/10, has established the application of Technical Resolutions No. 26 and 29 of the FACPCE, which adopt the IFRS Accounting Standards issued by the IASB, for entities included in the public offering regime, either by their capital or their negotiable obligations, or those that have requested authorization to be included in the aforementioned regime.
The application of these standards is mandatory for the Company, starting from the fiscal year beginning on July 1, 2012.
These Consolidated Financial Statements have been prepared in accordance with Technical Resolution No. 26 “Professional Accounting Standards: Adoption of the International Financial Reporting Standards (IFRS) of the International Accounting Standards Board (IASB).” The financial statements have been prepared in accordance with the accounting policies based on the IFRS Accounting Standards as issued by IASB and the CNV rules applicable as of June 30, 2024. Although the Group's consolidated working capital as of June 30, 2024, was negative by ARS 47,189, the Company’s Board of Directors made its assessment and concluded positively, as it considers that the normal course of business will generate the necessary liquidity, and it also has several financial tools and the possibility of selling part of its properties, including those classified at the end of the fiscal year as Investment Properties, to meet its short-term obligations.
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IRSA Inversiones y Representaciones Sociedad Anónima |
Additionally, some additional matters required by the General Companies Law and/or CNV regulations were included, among them, the supplementary information provided in the last paragraph of article 1, chapter III, title IV, of CNV General Resolution No. 622/13. This information is included in notes to these financial statements, as permitted by IFRS Accounting Standards.
IAS 29 "Financial Reporting in Hyperinflationary Economies" requires that the financial statements of an entity whose functional currency is one of a hyperinflationary economy be expressed in terms of the current unit of measurement at the closing date of the reporting fiscal year, regardless of whether they are based on the historical cost method or the current cost method. To do so, in general terms, the inflation produced from the date of acquisition or from the revaluation date, as applicable, must be calculated in the non-monetary items. This requirement also includes the comparative information of the financial statements.
In order to conclude on whether an economy is categorized as hyper-inflationary in the terms of IAS 29, the standard details a series of factors to be considered, including the existence of an accumulated inflation rate in three years that is approximate or exceeds 100%. Accumulated inflation in Argentina in the last three years is over 100%. It is for this reason that, in accordance with IAS 29, Argentina must be considered a country with high inflation economy starting July 1, 2018.
In addition, Law No. 27,468 (published in the Official Gazette on December 4, 2018), amended Section 10 of Law No. 23,928, as amended, and established that the derogation of all the laws or regulations imposing or authorizing price indexation, monetary restatement, cost variation or any other method for strengthening debts, taxes, prices or rates of goods, works or services, does not extend to financial statements, as to which the provisions of Section 62 of the General Companies Law No. 19,550 (1984 revision), as amended, shall continue to apply. Moreover, the referred law repealed Decree No. 1269/2002 dated July 16, 2002, as amended, and delegated to the Argentine Executive Branch the power to establish, through its controlling agencies, the effective date of the referred provisions in connection with the financial statements filed with it. Therefore, under General Resolution 777/2018 (published in the Official Gazette on December 28, 2018) the CNV ordered that issuers subject to its supervision shall apply the inflation adjustment to reflect the financial statements in terms of the measuring unit current at the end of the reporting period set forth in IAS 29 in their annual, interim and special financial statements closed on or after December 31, 2018. Thus, these Consolidated Financial Statements have been reported in terms of the measuring unit current as of June 30, 2024 according to IAS 29.
Pursuant to IAS 29, the Financial Statements of an entity whose functional currency is that of a high inflationary economy should be reported in terms of the measuring unit current as of the date of the Financial Statements. All the amounts included in the Consolidated Statement of Financial Position which are not stated in terms of the measuring unit current as of the date of the Financial Statements should be restated applying the general price index. All items in the Consolidated Statement of Income and Other Comprehensive Income should be stated in terms of the measuring unit current as of the date of the Financial Statements, applying the changes in the general price index occurred from the date on which the revenues and expenses were originally recognized in the Financial Statements.
Adjustment for inflation in the initial balances has been calculated considering the indexes reported by the FACPCE based on the price indexes published by the Argentine Institute of Statistics and Census (INDEC).
The principal inflation adjustment procedures are the following:
| - | Monetary assets and liabilities that are already recorded at the measuring unit of the balance sheet closing date are not restated because they are already stated in terms of the measuring unit current as of the date of the financial statements. |
| - | Non-monetary assets, and liabilities recorded at cost as of the balance sheet date and equity component are restated by applying the relevant adjustment coefficients. |
| - | All items in the Consolidated Statement of Income and Other Comprehensive Income are restated applying the relevant conversion factors. |
| - | The effect of inflation on the Group’s net monetary position is included in the Consolidated Statement of Income and Other Comprehensive Income under Financial results, net, in the item “Inflation adjustment”. |
| - | Comparative figures have been adjusted for inflation following the procedure explained in the previous paragraphs. |
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Upon initially applying inflation adjustment, the equity accounts were restated as follows:
| - | Capital was restated as from the date of subscription or the date of the most recent inflation adjustment for accounting purposes, whichever is later. The resulting amount was included in the “Inflation adjustment of share capital and treasury shares adjustment” account. |
| - | Translation difference was restated in current terms. |
| - | Other comprehensive income / (loss) was restated as from each accounting allocation. |
| - | The other reserves were restated from the initial application. |
The inflation index to be used and in accordance with the FACPCE Resolution No. 539/18, it will be determined based on the Wholesale Price Index (IPIM) until 2016, considering for the months of November and December 2015 the average variation of Consumer Price index (CPI) of the Autonomous City of Buenos Aires, because during those two months there were no national IPIM measurements. Since January 2017, the National Consumer Price Index (National CPI) will be considered. The table below show the evolution of these indexes in the last two fiscal years and as of June 30, 2024 according to official statistics (INDEC) following the guidelines described in Resolution 539/18.
Annual price variation |
| June 30, 2022 |
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| June 30, 2023 |
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| June 30, 2024 |
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| Cumulative as of June 30, 2024 (3 years) |
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| % |
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| 1,213 | % | |||
As a consequence of the aforementioned, these Consolidated Financial Statements as of June 30, 2024 were restated in accordance with IAS 29.
(b) Current and non-current classification
The Group presents current and non-current assets, and current and non-current liabilities, as separate classifications in its Consolidated Statement of Financial Position according to the operating cycle of each activity. Current assets and current liabilities include the assets and liabilities that are either realized or settled within 12 months from the end of the fiscal year.
All other assets and liabilities are classified as non-current. Current and deferred tax assets and liabilities (income tax liabilities) are presented separately from each other and from other assets and liabilities, classified as current and non-current, respectively.
(c) Presentation currency
The Consolidated Financial Statements are presented in millions of Argentine Pesos. Unless otherwise stated or the context otherwise requires, references to “Peso amounts” or “ARS”, are millions of Argentine Pesos, references to “USD” or “US Dollars” are millions of US Dollars and references to "NIS" are millions of New Israeli Shekel.
(d) Fiscal year-end
The fiscal year begins on July 1st and ends on June 30 of each year.
(e) Accounting criteria
See Notes 2.2 to 2.25 with the accounting policies of each item.
(f) Reporting cash flows
The Group reports operating activities cash flows using the indirect method. Interest paid is presented within financing activities. Interest received for financing of operating activities is presented within operating activities whereas the rest is presented within investing activities. The acquisitions and disposals of investment properties are disclosed within investing activities as this most appropriately reflects the Group’s business activities. Cash flows in respect to trading properties are disclosed within operating activities because these items are sold in the ordinary course of business.
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(g) Use of estimates
The preparation of Financial Statements at a certain date requires the Management to make estimations and evaluations affecting the amount of assets and liabilities recorded and contingent assets and liabilities disclosed at such date, as well as income and expenses recorded during the year. Actual results might differ from the estimates and evaluations made at the date of preparation of these Consolidated Financial Statements. The most significant judgments made by Management in applying the Group’s accounting policies and the major estimations and significant judgments are described in Note 3.
2.2. New accounting standards and amendments
The following standards and amendments have been issued by the IASB. Below we outline the standards and amendments that may potentially have an impact on the Group at the time of application.
Standards and amendments adopted by the Group
Standards and amendment | Description | Date of mandatory adoption for the Group in the year ended on | |
IFRS 17 Insurance Contracts | IFRS 17 was issued in May 2017 as replacement for IFRS 4 Insurance Contracts. It requires a current measurement model where estimates are remeasured in each reporting period. Contracts are measured using the building blocks of: | 06-30-2024 | |
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| · | discounted probability-weighted cash flows |
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| · | an explicit risk adjustment, and |
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| · | a contractual service margin (CSM) representing the unearned profit of the contract which is recognised as revenue over the coverage period. |
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| The standard allows a choice between recognising changes in discount rates either in the statement of profit or loss or directly in other comprehensive income. The choice is likely to reflect how insurers account for their financial assets under IFRS 9.
An optional, simplified premium allocation approach is permitted for the liability for the remaining coverage for short duration contracts, which are often written by non-life insurers.
There is a modification of the general measurement model called the ‘variable fee approach’ for certain contracts written by life insurers where policyholders share in the returns from underlying items. When applying the variable fee approach, the entity’s share of the fair value changes of the underlying items is included in the CSM. The results of insurers using this model are therefore likely to be less volatile than under the general model.
The new rules will affect the financial statements and key performance indicators of all entities that issue insurance contracts or investment contracts with discretionary participation features.
Targeted amendments made in July 2020 aimed to ease the implementation of the standard by reducing implementation costs and making it easier for entities to explain the results from applying IFRS 17 to investors and others. The amendments also deferred the application date of IFRS 17 to 1 January 2023.
Further amendments made in December 2021 added a transition option that permits an entity to apply an optional classification overlay in the comparative period(s) presented on initial application of IFRS 17. The classification overlay applies to all financial assets, including those held in respect of activities not connected to contracts within the scope of IFRS 17. It allows those assets to be classified in the comparative period(s) in a way that aligns with how the entity expects those assets to be classified on initial application of IFRS 9. The classification can be applied on an instrument-by-instrument basis. |
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Disclosure of Accounting Policies – Amendments to IAS 1 and IFRS Practice Statement 2 | The IASB amended IAS 1 Presentation of Financial Statements to require entities to disclose their material rather than their significant accounting policies. The amendments define what is ‘material accounting policy information’ (being information that, when considered together with other information included in an entity’s financial statements, can reasonably be expected to influence decisions that the primary users of general purpose financial statements make on the basis of those financial statements) and explain how to identify when accounting policy information is material. They further clarify that immaterial accounting policy information does not need to be disclosed. If it is disclosed, it should not obscure material accounting information.
To support this amendment, the IASB also amended IFRS Practice Statement 2 Making Materiality Judgements to provide guidance on how to apply the concept of materiality to accounting policy disclosures. | 06-30-2024 |
Definition of accounting estimates - Amendments to IAS 8. | The amendment to IAS 8 “Accounting Policies, Changes in Accounting Estimates and Errors” clarifies how entities should distinguish changes in accounting policies from changes in accounting estimates. The distinction is important because changes in accounting estimates are applied prospectively to future transactions and other future events, but changes in accounting policies are generally applied retrospectively to past transactions and other past events, as well as to the current exercise. | 06-30-2024 |
Deferred Tax related to Assets and Liabilities arising from a Single Transaction - Amendments to IAS 12 | The amendments to IAS 12 Income Taxes require companies to recognise deferred tax on transactions that, on initial recognition, give rise to equal amounts of taxable and deductible temporary differences. They will typically apply to transactions such as leases of lessees and decommissioning obligations and will require the recognition of additional deferred tax assets and liabilities. | 06-30-2024 |
Global implementation of Pillar Two model | In December 2021, the Organization for Economic Cooperation and Development (OECD) published the Pillar Two model, with the objective of carrying out certain tax reforms applicable to companies.
The rules are designed to ensure that large multinational companies within the scope of the rules pay a minimum level of tax. Generally, the rules apply a supplementary tax system that raises the total amount of taxes paid on an entity's excess profits in a jurisdiction up to the minimum rate of 15%.
** The amendments must be applied immediately, subject to any local endorsement process, and retrospectively in accordance with IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors. However, the disclosures about the known or reasonably estimable exposure to Pillar Two income taxes are only required for annual reporting periods beginning on or after 1 January 2023 and do not need to be made in interim financial reports for interim periods ending on or before 31 December 2023. | Immediately, except for certain disclosures as noted on the left ** |
The adoption of these amendment has not had a material impact for the Group.
Standards and amendments not yet adopted by the Group:
Standards and amendment | Description | Date of mandatory adoption for the Group in the year ended on |
Classification of Liabilities as Current or Non-current and Non-current liabilities with covenants – Amendments to IAS 1
| Amendments made to IAS 1 Presentation of Financial Statements in 2020 and 2022 clarified that liabilities are classified as either current or non-current, depending on the rights that exist at the end of the reporting period. Classification is unaffected by the entity’s expectations or events after the reporting date (e.g. the receipt of a waiver or a breach of covenant). Covenants of loan arrangements will not affect classification of a liability as current or non-current at the reporting date if the entity must only comply with the covenants after the reporting date. However, if the entity must comply with a covenant either before or at the reporting date, this will affect the classification as current or non-current even if the covenant is only tested for compliance after the reporting date.
The amendments must be applied retrospectively in accordance with the normal requirements in IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors. Special transitional rules apply if an entity had early adopted the 2020 amendments regarding the classification of liabilities as current or non-current. | Annual periods beginning on or after 1st January 2024.
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| F-15 |
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IRSA Inversiones y Representaciones Sociedad Anónima |
Lease Liability in a Sale and Leaseback – Amendments to IFRS 16 | In September 2022, the IASB finalised narrow-scope amendments to the requirements for sale and leaseback transactions in IFRS 16 Leases which explain how an entity accounts for a sale and leaseback after the date of the transaction.
The amendments specify that, in measuring the lease liability subsequent to the sale and leaseback, the seller-lessee determines ‘lease payments’ and ‘revised lease payments’ in a way that does not result in the seller-lessee recognising any amount of the gain or loss that relates to the right of use that it retains. This could particularly impact sale and leaseback transactions where the lease payments include variable payments that do not depend on an index or a rate. | Annual periods beginning on or after 1st January 2024. |
Supplier finance arrangements amendments – amendments to IAS 7 and IFRS 7 | The amendments were prepared to respond to requests from investors regarding the need to have more information regarding financing agreements with suppliers, in order to be able to evaluate how these agreements affect liabilities, cash flows and the liquidity risk of an entity. New disclosures must be included in the financial statements, such as the terms and conditions of said agreements, as well as the recorded values of the liabilities, and ranges of payment due dates applicable to the liabilities that are under the Payment Agreement scheme. financing with suppliers, as well as for comparable commercial accounts that are not part of such agreements. | Annual periods beginning on or after 1st January 2024. |
Sale or contribution of assets between an investor and its associate or joint venture - Amendments to IFRS 10 and IAS 28 | The IASB has made limited scope amendments to IFRS 10 Consolidated Financial Statements and IAS 28 Investments in Associates and Joint Ventures.
The amendments clarify the accounting treatment for sales or contribution of assets between an investor and their associates or joint ventures. They confirm that the accounting treatment depends on whether the non-monetary assets sold or contributed to an associate or joint venture constitute a ‘business’ (as defined in IFRS 3 Business Combinations').
Where the non-monetary assets constitute a business, the investor will recognise the full gain or loss on the sale or contribution of assets. If the assets do not meet the definition of a business, the gain or loss is recognised by the investor only to the extent of the other investor’s interests in the associate or joint venture. The amendments apply prospectively. | In December 2015, the IASB decided to defer the application date of this amendment until such time as the IASB has finalized its research project on the equity method |
Amendments to IAS 21 - Lack of Exchangeability
| The amendments to IAS 21, issued in August 2023, have been prepared to respond to concerns about diversity in practice when accounting for the lack of interchangeability between currencies. The amendments will assist businesses and investors by addressing an issue that was not previously covered in the accounting requirements for the effects of changes in exchange rates. | An entity shall apply such amendments for annual reporting periods beginning on or after January 1, 2025. Early application is permitted, although it has not been approved by the CNV as of the date of issuance of these Financial Statements. If an entity applies the modifications for a prior period, it shall disclose that fact. |
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IRSA Inversiones y Representaciones Sociedad Anónima |
IFRS 18 Presentation and Disclosure in Financial Statements | This is the new standard on presentation and disclosure in financial statements, with a focus on updates to the statement of profit or loss. The key new concepts introduced in IFRS 18 relate to: | Annual periods beginning on or after 1st January 2027 | |
| · | the structure of the statement of profit or loss; |
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| · | required disclosures in the financial statements for certain profit or loss performance measures that are reported outside an entity’s financial statements (that is, management-defined performance measures); and |
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| · | enhanced principles on aggregation and disaggregation which apply to the primary financial statements and notes in general. |
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IFRS 19 Subsidiaries without Public Accountability: Disclosures | This new standard works alongside other IFRS Accounting Standards. An eligible subsidiary applies the requirements in other IFRS Accounting Standards except for the disclosure requirements and instead applies the reduced disclosure requirements in IFRS 19. IFRS 19’s reduced disclosure requirements balance the information needs of the users of eligible subsidiaries’ financial statements with cost savings for preparers. IFRS 19 is a voluntary standard for eligible subsidiaries.
A subsidiary is eligible if: | Annual periods beginning on or after 1st January 2027. Early application is allowed, although it has not been approved by the CNV as of the date of issuance of these Financial Statements. | |
| · | it does not have public accountability; and |
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| · | it has an ultimate or intermediate parent that produces consolidated financial statements available for public use that comply with IFRS Accounting Standards. |
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Management is evaluating the impact that these new standards and amendments will have for the Group.
At the date of issuance of these consolidated financial statements, there are no other standards or amendments issued by the IASB that are not yet effective and are expected to have a significant effect on the Group.
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IRSA Inversiones y Representaciones Sociedad Anónima |
2.3. Scope of consolidation
(a) Subsidiaries
Subsidiaries are all entities (including structured entities) over which the Group has control. The Group controls an entity when the Group is exposed to or has rights to variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The Group also analyzes whether there is control when it does not hold more than 50% of the voting rights of an entity but does have capacity to define its relevant activities because of de-facto control.
The Group uses the acquisition method of accounting for business combinations. The consideration transferred for the acquisition of a subsidiary is the fair value of the assets transferred, the liabilities incurred and the equity interests issued by the Group. Acquisition-related costs are expensed as incurred. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date.
The Group recognizes any non-controlling interest in the acquiree on an acquisition-by-acquisition basis either at fair value or at the non-controlling interest’s proportionate share of the acquirer’s net assets. The Group chooses the method to be used on a case-by-case basis.
The excess of the sum of the consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition-date fair value of any previous equity interest in the acquiree over the fair value of the identifiable net assets acquired is recorded as goodwill. If the total of consideration transferred, non-controlling interest recognized and previously held interest measured is less than the fair value of the net assets of the subsidiary acquired in the case of a bargain purchase, the difference is recognized directly in the Consolidated Statement of Income and Other Comprehensive Income as “Bargain purchase gains”.
The Group conducts its business through several operating and investment companies, the main ones are listed below:
|
|
| % of ownership interest held by the Group | ||
Name of the entity | Country | Main activity | 06.30.2024 | 06.30.2023 | 06.30.2022 |
IRSA's direct interest: | |||||
E-Commerce Latina S.A. | |||||
Efanur S.A. (4) | - | - | |||
Hoteles Argentinos S.A.U. | |||||
Inversora Bolívar S.A. | |||||
Llao Llao Resorts S.A. (1) | |||||
Nuevas Fronteras S.A. | |||||
Palermo Invest S.A. | |||||
Ritelco S.A. | |||||
Tyrus S.A. | |||||
U.T. IRSA y Galerias Pacifico (1) (2) | - | ||||
Arcos del Gourmet S.A. | |||||
Emprendimiento Recoleta S.A. (in liquidation) | |||||
Fibesa S.A.U. | |||||
Panamerican Mall S.A. | |||||
Shopping Neuquén S.A. | |||||
Torodur S.A. | |||||
EHSA | |||||
Centro de Entretenimiento La Plata | |||||
We Are Appa S.A. | |||||
Shefa Fiduciaria S.A.U. | - | - | |||
Fideicomiso Shefa V.C. | - | - | |||
Tyrus S.A.'s direct interest: | |||||
DFL and DN BV | |||||
Real Estate Development LLC | - | - | |||
IRSA International LLC | |||||
Jiwin S.A. (4) | - | - | |||
Liveck S.A. (3) | |||||
Real Estate Strategies LLC | |||||
Efanur S.A.'s direct interest: | |||||
Real Estate Investment Group VII LP (REIG VII) (4) | - | - | |||
DFL's and DN BV's direct interest: | |||||
Dolphin IL Investment Ltd. | |||||
(1) | The Group has consolidated the investment in Llao Llao Resorts S.A. and UT IRSA and Galerías Pacífico considering its equity interest and a shareholder agreement that confers its majority of votes in the decision-making process. |
(2) | Liquidated in September 2023. |
(3) | Includes Tyrus’ and IRSA’s equity interests. |
(4) | Liquidated in October 2022. |
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IRSA Inversiones y Representaciones Sociedad Anónima |
Except for the aforementioned items, the percentage of votes does not differ from the stake.
The Group takes into account both quantitative and qualitative aspects in order to determine which non-controlling interests in subsidiaries are considered significant. In quantitative terms, the Group considers significant investments as those that individually represent at least 20% of the total equity attributable to non-controlling interest in subsidiaries at each year-end. Therefore, in qualitative terms, the Group considers, among other factors, the specific risks to which each company is exposed, their returns and the importance that each of them has for the Group.
Summarized financial information on subsidiaries with material non-controlling interests and other information are included in Note 7.
(b) Changes in ownership interests in subsidiaries without change of control
Transactions with non-controlling interests that do not result in loss of control are accounted for as equity transactions – i.e., as transactions with the owners in their capacity as owners. The recorded value corresponds to the difference between the fair value of the consideration paid and/or received and the relevant share acquired and/or transferred of the carrying value of the net assets of the subsidiary.
(c) Disposal of subsidiaries with loss of control
When the Group ceases to have control any retained interest in the entity is re-measured at its fair value at the date when control is lost, with changes in carrying amount recognized in profit or loss. The fair value is the initial carrying amount for the purposes of subsequently accounting for the retained interest as an associate, joint venture or financial asset. In addition, any amounts previously recognized in other comprehensive income in respect of that entity are accounted for as if the Group had directly disposed of the related assets or liabilities. This may mean that amounts previously recognized in other comprehensive income are reclassified to profit or loss.
(d) Associates and joint arrangements
Investments in associates and joint ventures are accounted for under the equity method of accounting, pursuant to which interests in joint ventures are initially recognized in the Consolidated Statement of Financial Position at cost and adjusted thereafter to recognize the Group’s share of post-acquisition profits or losses and other comprehensive income in the Consolidated Statement of Income and Other Comprehensive Income. The Group’s investment in associates includes goodwill identified on acquisition.
As of each year-end or upon the existence of evidence of impairment, a determination is made as to whether there is any objective indication of impairment in the value of the investments in associates or joint ventures. If this is the case, the Group calculates the amount of impairment as the difference between the recoverable amount of the associates or joint venture and its carrying value and recognizes the amount adjacent to "Share of profit / (loss) of associates and joint ventures" in the Consolidated Statement of Income and Other Comprehensive Income.
Profit and losses resulting from transactions between the Group and the associate or joint venture are recognized in the Group's financial statements only to the extent of the interests in the associates or joint ventures of the unrelated investor. Unrealized losses are eliminated unless the transaction reflects signs of impairment of the value of the asset transferred. The accounting policies of associates or joint ventures are modified to ensure uniformity within Group policies.
The Group takes into account quantitative and qualitative aspects to determine which investments in associates or joint ventures are considered significant.
Note 8 includes summary financial information and other information of the Group's associates.
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2.4. Segment information
Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision-Maker (“CODM”), responsible for allocating resources and assessing performance. The operating segments are described in Note 6.
2.5. Foreign currency translation
(a) Functional and presentation currency
Items included in the Financial Statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (‘the functional currency’). The Consolidated Financial Statements are presented in Argentine Pesos, which is the Group’s presentation currency.
(b) Transactions and balances in foreign currency
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities nominated in foreign currencies are recognized in the profit or loss for the year.
Foreign exchange gains and losses are presented in the Consolidated Statement of Income and Other Comprehensive Income within other financial income, as appropriate, unless they have been capitalized.
(c) Group companies
The results and financial position of all the Group entities that have a functional currency different from the presentation currency (none of which has the currency of a hyperinflationary economy) are translated into the presentation currency as follows:
| (i) | assets, liabilities and goodwill for each Statement of Financial Position presented are translated at the closing rate at the date of that financial position; |
| (ii) | income and expenses for each Statement of Comprehensive Income are translated at average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the rate on the dates of the transactions); and |
| (iii) | all resulting exchange differences are recognized in the Consolidated Statement of Income and Other Comprehensive Income. |
The accounting policy of the Group consists in accounting for the translation difference of its subsidiaries by the “step-by-step” method according to IAS 21.
2.6. Investment properties
Investment properties are those properties owned by the Group that are held either to earn long-term rental income or for capital appreciation, or both, and that are not occupied by the Group for its own operations. Investment property also includes property that is being constructed or developed for future use as investment property. The Group also classifies as investment properties land whose future use has not been determined yet. The Group’s investment properties primarily comprise the Group’s portfolio of shopping malls and offices, certain property under development and undeveloped land.
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Additionally, the Group reflects the value of economically “buildable potentials” in those properties that meet the following requirements: a) have buildable potential that are legally viable based on the application of approved Planning Codes and / or specific Ordinances. and b) have a commercial viability either due to their realization market or their constructive feasibility (see Note 9). If due to regulatory or legal regulations and commercial and/or economic aspects, the buildable potential can only be made by the Group and it has not been built yet, the asset value is not recognized.
When a property is partially owner-occupied, with the rest being held for rental income or capital appreciation, the Group accounts for the portions separately. The portion that is owner-occupied is accounted for as property, plant and equipment under IAS 16 “Property, Plant and Equipment” and the portion that is held for rental income or capital appreciation, or both, is treated as investment properties under IAS 40 “Investment Properties”.
Investment properties are measured initially at cost. Cost comprises the purchase price and directly attributable expenditures, such as legal fees, certain direct taxes, commissions and in the case of properties under construction, the capitalization of financial costs.
For properties under development, capitalization of costs includes not only financial costs, but also all costs directly attributable to works in process, from commencement of construction until it is completed and property is in condition to start operating.
Direct expenses related to lease contract negotiation (such as payment to third parties for services rendered and certain specific taxes related to execution of such contracts) are capitalized as part of the book value of the relevant investment properties and amortized over the term of the lease.
Borrowing costs associated with properties under development or undergoing major refurbishment are capitalized. The finance cost capitalized is calculated using the Group’s weighted average cost of borrowings after adjusting for borrowings associated with specific developments. Where borrowings are associated with specific developments, the amount capitalized is the gross interest incurred on those borrowings less any investment income arising on their temporary investment. Finance cost is capitalized from the commencement of the development work until the date of practical completion. Capitalization of finance costs is suspended if there are prolonged periods when development activity is interrupted. Finance cost is also capitalized on the purchase cost of land or property acquired specifically for redevelopment in the short term but only where activities necessary to prepare the asset for redevelopment are in progress.
After initial recognition, investment property is carried at fair value. Investment property that is being redeveloped for continuing use as investment property or for which the market has become less active continues to be measured at fair value. Investment properties under construction are measured at fair value if the fair value is considered to be reliably determinable. On the other hand, properties under construction for which the fair value cannot be determined reliably, but for which the Group expects it to be determinable when construction is completed, are measured at cost less impairment until the fair value becomes reliably determinable or construction is completed, whichever is earlier.
Fair values are determined differently depending on the type of property being measured.
Generally, the fair value of office buildings and land reserves is based on comparable active market prices, adjusted, if necessary, for differences in the nature, location or condition of the specific asset, among others (Level 2).
The fair value of the Group’s portfolio of Shopping Malls is based on discounted cash flow projections. This method of valuation is commonly used in the shopping mall industry in the region where the Group conducts its operations (Level 3).
As required by CNV 576/10 Resolution, valuations are performed as of the financial position date by accredited external appraisers who have recognized professional qualifications and have recent experience in the location and category of the investment property being valued. These valuations form the basis for the carrying amounts in the Consolidated Financial Statements. The fair value of investment property reflects, among other things, rental income from current leases and other assumptions market participants would make when pricing the property under current market conditions.
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Subsequent expenditures are capitalized to the asset’s carrying amount only when it is probable that future economic benefits associated with the expenditure will flow to the Group and the cost can be measured reliably. All other repairs and maintenance costs are expensed when incurred. When part of an investment property is replaced, the carrying amount of the replaced part is derecognized.
Changes in fair values are recognized in the Consolidated Statement of Income and Other Comprehensive Income under the line item “Net (loss) / gain from fair value adjustment of investment properties”.
Asset transfers, including assets classified as investments properties which are reclassified under other items or vice-versa, may only be carried out when there is a change of use evidenced by: a) commencement of occupation of real property by the Group, where investment property is transferred to property, plant and equipment; b) commencement of development activities for sale purposes, where investment property is transferred to property for sale; c) the end of Group occupation, where it is transferred from property, plant and equipment to investment properties; or d) commencement of an operating lease transaction with a third party, where properties for sale are transferred to investment property. The transfer of investment properties to other items is carried out at the fair value of the asset on the date of change of use and said fair value is the cost of the property for the purposes of subsequent accounting according to the applicable standard. If an owner-occupied property is converted to investment property, the Group values the property at the corresponding carrying amount prior to transfer and classifies it as investment property at fair value on the date of change of use. The Group will treat any difference, as of that date, between the determined carrying amount of the property and the fair value, in the same way in which it would record a revaluation applying IAS 16. A transfer from inventories to Investment properties, will be accounted for by recognizing the result between its previous book value and its fair value and any difference between the fair value of the property at that date and its previous carrying amount will be recognized in the result of the fiscal year.
The Group may sell its investment property when it considers that such property no longer forms part of the lease business. The carrying value immediately prior to the sale is adjusted to the transaction price, and the adjustment is recorded in the Consolidated Statement of Income and Other Comprehensive Income in the line “Net (loss) / gain from fair value adjustment of investment properties”.
Investment properties are derecognized when they are disposed of or when they are permanently withdrawn from use and no future economic benefits are expected to arise from their disposals. The disposal of properties is recognized when the significant risks and rewards have been transferred to the buyer. As for unconditional agreements, proceeds are accounted for when title to property passes to the buyer and the buyer intends to make the respective payment. In the context of conditional agreements, disposals are recognized only after the conditions to which the agreements are subject have been satisfied. Where consideration receivable for the sale of the properties is deferred, it is discounted to present value. The difference between the discounted amount and the amount receivable is treated as interest income and recognized over the period using the effective interest method. Direct expenses related to the sale are recognized in the line "Other operating results, net" in the Consolidated Statement of Income and Other Comprehensive Income at the time they are incurred.
2.7. Property, plant and equipment
This category primarily comprises buildings or portions of a building used for administrative purposes, machines, computers, and other equipment, motor vehicles, furniture, fixtures and fittings and improvements to the Group’s corporate offices.
The Group also has some hotel properties. Based on the respective contractual arrangements with hotel managers and / or given their direct operators nature, the Group considers it retains significant exposure to the variations in the cash flows of the hotel operations, and accordingly, hotels are treated as owner-occupied properties and classified under "Property, plant and equipment".
All property, plant and equipment (“PPE”) is stated at acquisition cost restated as of the closing date less accumulated depreciation and impairment, if any. The acquisition cost includes expenditures which are directly attributable to the acquisition of the items. For properties under development, capitalization of costs includes not only financial costs, but also all costs directly attributable to works in process, from commencement of construction until it is completed and the property is in conditions to start operating.
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Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. Such costs may include the cost of improvements and replacement of parts as they meet the conditions to be capitalized. The carrying amount of those parts that are replaced is derecognized. Repairs and maintenance are charged as incurred in the Consolidated Statement of Income and Other Comprehensive Income. Depreciation, based on a component approach, is calculated using the straight-line method to allocate the cost over the assets’ estimated useful lives.
The remaining useful life as of June 30, 2024 is as follows:
Buildings and facilities | |
Machinery and equipment | |
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As of each fiscal year-end, an evaluation is performed to determine the existence of indicators of any decrease in recoverable value or useful life of assets. If there are any indicators, the recoverable amount and/or residual useful life of impaired asset(s) is estimated, and an impairment adjustment is made, if applicable. As of each fiscal year-end, the residual useful life of assets is estimated and adjusted, if necessary. The book amount of an asset is reduced to its recoverable value if the book value is greater than its estimated recoverable value.
Gains from the sale of these assets are recognized when control is transferred to the buyer. This will normally take place on unconditional exchange, generally when legal title passes to the buyer and it is probable that the buyer will pay. For conditional exchanges, sales are recognized when these conditions are satisfied. Gains and losses on disposals are determined by comparing the proceeds net of direct expenses related to such sales, with the carrying amount as of the date of each transaction. Gains and losses from the disposal of property, plant and equipment items are recognized within “Other operating results, net” in the Consolidated Statement of Income and Other Comprehensive Income.
When assets of property, plant and equipment are transferred to investment property, the difference between the value at cost transferred and the fair value of the investment property is allocated to a reserve within equity.
2.8. Leases
Leases are recorded pursuant to IFRS 16. The Group recognizes an asset for the right of use and a liability at present value with respect to those contracts that meet the definition of a lease in accordance with the standard and the rate used will be the implicit rate in the contract if it can be determined.
A Group company is the lessor:
Properties leased out to tenants under operating leases are included in “Investment Properties” in the Consolidated Statement of Financial Position. See Note 2.21 for the recognition of rental income.
A Group company is the lessee:
The Group acquires certain specific assets (especially machinery, computer equipment and real property exploitation concessions) under leases pursuant to IFRS 16. Assets so acquired are recorded as an asset at the present value of the minimum future lease payments (the rate used by the Group is between 10.12% and 12.82%). Capitalized lease assets are depreciated over the shorter of the estimated useful life of the assets and the lease term. The finance charges are charged over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period.
Leases falling within the IFRS 16 exemption, where the Group acts as lessee are charged to results at the time they accrue. They mainly include contracts for less than one year and/or for non-material items.
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2.9. Intangible assets
(a) Goodwill
Goodwill represents future economic benefits arising from assets that are not capable of being individually identified and separately recognized by the Group on an acquisition. Goodwill is initially measured as the difference between the fair value of the consideration transferred, plus the amount of non-controlling interest in the acquisition and, in business combinations achieved in stages, the acquisition-date fair value of the previously held equity interest in the acquisition; and the net fair value of the identifiable assets and liabilities assumed on the acquisition date.
Goodwill is not amortized but tested for impairment at each fiscal year-end, or more frequently if there is an indication of impairment.
For the purpose of impairment testing, assets are grouped at the lowest levels for which there are separately identifiable cash flows, referred to as cash-generating units (“CGU”). In order to determine whether any impairment loss should be recognized, the book value of CGU or CGU groups is compared against its recoverable value. Net book value of CGU and CGU groups include goodwill and assets with limited useful life (such as, investment properties, property, plant and equipment, intangible assets and working capital).
If the recoverable amount of the CGU is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro rata on the basis of the carrying amount of each asset in the unit. Impairment losses recognized for goodwill are not reversed in a subsequent period.
The recoverable amount of a CGU is the higher of the fair value less costs-to-sell and the value-in-use. The fair value is the amount at which a CGU may be sold in a current transaction between unrelated, willing and duly informed parties. Value-in-use is the present value of all estimated future cash flows expected to be derived from CGU or CGU groups.
Goodwill is assigned to the Group's cash generating units on the basis of operating segments. The recoverable amount of a cash generating unit is determined based on fair value calculations. These calculations use the price of the CGU assets and they are compared with the book values plus the goodwill assigned to each cash generating unit.
No material impairment was recorded as a result of the analysis performed. (Note 12).
(b) Computer software
Acquired computer software licenses are capitalized on the basis of the costs incurred to acquire and bring to use the specific software. Costs associated with maintaining computer software programs are recognized as an expense as incurred. Development costs that are directly attributable to the design and testing of identifiable and unique software products controlled by the Group are recognized as intangible assets when the following criteria are met: (i) it is technically feasible to complete the software product so that it will be available for use; (ii) management intends to complete the software product and use or sell it; (iii) there is an ability to use or sell the software product; (iv) it can be demonstrated how the software product will generate probable future economic benefits; (v) adequate technical, financial and other resources to complete the development and to use or sell the software product are available; and (vi) the expenditure attributable to the software product during its development can be reliably measured.
Directly attributable costs that are capitalized as part of the software product include the software development employee costs and an appropriate portion of relevant overheads.
Other development expenditures that do not meet these criteria are recognized as an expense as incurred. Development costs previously recognized as an expense are not recognized as an asset in a subsequent period.
Computer software development costs recognized as assets are amortized over their estimated useful lives, which does not exceed 3 years.
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(c) Right to receive future units under barter agreements
The Group also enters into barter transactions where it normally exchanges undeveloped parcels of land or other assets with third-party developers for future property to be constructed on the bartered land. The Group generally receives monetary assets as part of the transactions and/or a right to receive future units to be constructed by developers. Such rights are initially recognized at cost (which is the fair value of the land assigned) and are not adjusted later, unless there is any sign of impairment.
At each year-end, the Group reviews the carrying amounts of its intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any of such signs exists, the recoverable amount of the asset is estimated in order to determine the extent, if any, of the impairment loss. For intangible assets with indefinite useful lives, the Group annually reviews the existence of an impairment, or more frequently if signs of impairment are identified.
2.10. Trading properties
Trading properties comprises those properties either intended for sale or in the process of construction for subsequent sale. Trading properties are carried at the lower of cost and net realizable value. Cost comprises all costs of purchase, costs of conversion and other costs incurred in bringing the trading properties to their present location and condition.
2.11. Inventories
Inventories include assets held for sale in the ordinary course of the Group's business activities, assets in production or construction process for sale purposes, and materials, supplies or other assets held for consumption in the process of producing sales and/or services.
Inventories are measured at the lower of cost or net realizable value.
Net realizable value is the estimated selling price in the ordinary course of business less selling expenses. It is determined on an ongoing basis, taking into account the product type and aging, based on the accumulated prior experience with the useful life of the product. The Group periodically reviews the inventory and its aging and books an allowance for impairment, as necessary.
The cost of consumable supplies, materials and other assets is determined using the weighted average cost method and the cost of the remaining inventories is priced under the first in, first out (FIFO) method.
Cost comprises all costs of purchase, costs of conversion and other costs incurred in bringing the inventories to their present location and condition. Inventories and materials are initially recorded at their cash purchase price, any further discrepancies are being accounted for as finance costs.
2.12. Financial instruments
The Group classifies financial assets in the following categories: those to be measured subsequently at fair value, and those to be measured at amortized cost. This classification depends on whether the financial asset is an equity investment or a debt investment.
Debt investments
A debt investment is classified at amortized cost only if both of the following criteria are met: (i) the objective of the Group’s business model is to hold the asset to collect the contractual cash flows; and (ii) the contractual terms give rise on specified dates to cash derived solely from payments of principal and interest due on the principal outstanding. The nature of any derivatives embedded in the debt investment are considered in determining whether the cash derives solely from payment of principal and interest due on the principal outstanding and are not accounted for separately.
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If either of the two criteria mentioned in the previous paragraph is not met, the debt instrument is classified as an asset at fair value through profit or loss. The Group has not designated any debt investment as measured at fair value through profit or loss to eliminate or significantly reduce an accounting mismatch. Changes in fair values and gains from disposal of financial assets at fair value through profit or loss are recorded within “Financial results, net” in the Consolidated Statement of Income and Other Comprehensive Income.
Equity investments
All equity investments, which are neither subsidiaries nor associate companies nor joint ventures of the Group, are measured at fair value. Equity investments that are held for trading are measured at fair value through profit or loss. For all other equity investments, the Group can make an irrevocable election at initial recognition to recognize changes in fair value through other comprehensive income rather than profit or loss. The Group decided to recognize changes in fair value of equity investments through changes in profit or loss.
At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at fair value through profit or loss are expensed in the Consolidated Statement of Income and Other Comprehensive Income.
In general, the Group uses the transaction price to ascertain the fair value of a financial instrument on initial recognition. In the other cases, the Group records a gain or loss on initial recognition only if the fair value of the financial instrument can be supported by other comparable transactions observable in the market for the same type of instrument or if based on a technical valuation that only inputs observable market data. Unrecognized gains or losses on initial recognition of a financial asset are recognized later on, only to the extent they arise from a change in factors (including time) that market participants would consider upon setting the price.
Gains/losses on debt instruments measured at amortized cost and not identified for hedging purposes are charged to income where the financial assets are derecognized or an impairment loss is recognized, and during the amortization process under the effective interest method. The Group is required to reclassify all affected debt investments when and only when its business model for managing those assets changes.
The Group assesses at the end of each reporting period the expected losses for impairment of a financial asset or group of financial assets measured at amortized cost. A financial asset or a group of financial assets is impaired and impairment losses are incurred only if there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the asset (a ‘loss event’) and that loss event (or events) can be reliably estimated. The amount of the loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not been incurred) discounted at the financial asset’s original effective interest rate.
Financial assets and liabilities are offset, and the net amount reported in the statement of financial position, when there is a legally enforceable right to offset the recognized amounts and there is an intention to settle on a net basis, or realize the asset and settle the liability simultaneously.
2.13. Derivative financial instruments and hedging activities and options
Derivative financial instruments are initially recognized at fair value. The method of recognizing the resulting gain or loss depends on whether the derivative is designated as a hedging instrument, and if so, the nature of the item being hedged.
The Group manages exposures to various risks using hedging instruments that provide coverage. The Group does not use derivative financial instruments for speculative purposes. To date, the Group has used put and call options, foreign currency future and forward contracts and interest rate swaps, as appropriate.
The Group’s policy is to apply hedge accounting where it is permissible under IFRS 9, practical to do so and its application reduces volatility, but transactions that may be effective hedges in economic terms may not always qualify for hedge accounting under IFRS 9.
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The fair values of financial instruments that are traded in active markets are computed by reference to market prices. The fair value of financial instruments that are not traded in an active market is determined by using valuation techniques. The Group uses its judgment to select a variety of methods and make assumptions that are mainly based on market conditions existing at the end of each reporting year.
2.14. Trade and other receivables
Trade receivables are recognized initially at fair value and subsequently measured at amortized cost using the effective interest method.
An allowance for doubtful accounts is recorded based on the expected loss of the receivables portfolio. Indicators of doubtful accounts include significant financial distress of the debtor, the debtor potentially filing a petition for reorganization or bankruptcy, or any event of default or past due account.
For significant non-homogeneous receivables, the Group generally measures impairment based on an individual analysis. When they are evaluated individually, the Group recognizes the provision for impairment as the difference between the book value of the receivable and the present value of future cash flows, taking into account the existing guarantees, if applicable. This allowance for doubtful accounts considers the financial situation of the debtor, their resources, the payment history and, if applicable, the value of the guarantees provided.
For non-significant homogeneous receivables, the Group assesses the impairment by grouping these receivables based on characteristics of similar risks, considering the type of asset, the delinquency condition and other relevant factors. The Group considers different factors to calculate the amount of the allowance for impairment, which, in its opinion, represents the expected losses over the life of the receivables. When determining the allowance for doubtful accounts, the Group considers, among other factors: (i) the delinquency of the receivables, (ii) the history of losses and the general behavior of the clients, (iii) the trends in volumes and terms of the receivables, (iv) the Group's experience in credit management, (v) national and local economic trends, (vi) credit concentrations by individual size and type of credit, and (vii) the effect of other external factors.
The amount of the allowance is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate. The carrying amount of the asset is reduced through the use of a separate account, and the amount of the loss is recognized in the Consolidated Statement of Income and Other Comprehensive Income within “Selling expenses”. Subsequent recoveries of amounts previously written off are credited against “Selling expenses” in the Consolidated Statement of Income and Other Comprehensive Income.
2.15. Trade and other payables
Trade and other payables payables are initially recognized at fair value and subsequently measured at amortized cost using the effective interest method.
2.16. Borrowings
Borrowings are recognized initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortized cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognized as finance cost over the period of the borrowings using the effective interest method.
2.17. Provisions
Provisions are recognized when: (i) the Group has a present (legal or constructive) obligation as a result of past events; (ii) it is probable that an outflow of resources will be required to settle the obligation; and (iii) a reliable estimate of the amount of the obligation can be made. Provisions are not recognized for future operating losses.
The Group bases its accruals on up-to-date developments, estimates of the outcomes of the matters and legal counsel´s experience in contesting, litigating and settling matters. As the scope of the liabilities becomes better defined or more information is available, the Group may be required to change its estimates of future costs, which could have a material adverse effect on its results of operations and financial condition or liquidity.
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Provisions are measured at the present value of the cash flows expected to be required to settle the obligation using a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the obligation. The increase in the provisions due to passage of time is recognized in the Consolidated Statement of Income and Other Comprehensive Income.
2.18. Employee benefits
(a) Defined contribution plans
The Group operates a defined contribution plan, which is a pension plan under which the Group pays fixed contributions into a separate entity. The Group has no legal or constructive obligations to pay further contributions if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current year or prior periods. The contributions are recognized as employee benefit expenses in the Consolidated Statement of Income and Other Comprehensive Income in the fiscal year they are due.
(b) Termination benefits
Termination benefits are payable when employment is terminated by the Group before the normal retirement date, or whenever an employee accepts voluntary redundancy in exchange for these benefits. The Group recognizes termination benefits when it is demonstrably committed to either terminating the employment of current employees according to a detailed formal plan without possibility of withdrawal or as a result of an offer made to encourage voluntary termination as a result of redundancy.
(c) Bonus plans
The Group recognizes a liability and an expense for bonuses based on a formula that takes into consideration the profit attributable to the Company’s shareholders after certain adjustments. The Group recognizes a provision where contractually obliged or where there is a past practice that has created a constructive obligation.
(d) Share-based payments
The fair value of share-based payments is measured at the date of grant. The Group measures the fair value using the valuation technique that it considers to be the most appropriate to value each class of award. Methods used may include Black-Scholes calculations or other models as appropriate. The valuations take into account factors such as non-transferability, exercise restrictions and behavioral considerations.
The fair value of the share-based payment is expensed and charged to income under the straight-line method over the vesting period, during which the right to the equity instrument becomes irreversible. This valuation is determined based on the most accurate estimate available for the expected quantity of equity instruments likely to vest. If subsequent information becomes available, indicating a variance from the initial estimates in terms of the number of equity instruments expected to vest, these estimates are subject to revision.
2.19. Current income tax and deferred income tax
Tax expense for the year comprises the charge for tax currently payable and deferred income. Income tax is recognized in the Consolidated Statement of Income and Other Comprehensive Income, except to the extent that it relates to items recognized in other comprehensive income or directly in equity, in which case, the tax is also recognized in other comprehensive income or directly in equity, respectively.
Current income tax expense is calculated on the basis of the tax laws enacted or substantially enacted at the date of the Statements of Financial Position in the countries where the Company and its subsidiaries operate and generate taxable income. The Group periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. The Group establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.
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Deferred income tax is recognized, using the deferred tax liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the Consolidated Financial Statements. However, deferred tax liabilities are not recognized if they arise from the initial recognition of goodwill; deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the date of the Statements of Financial Position and are expected to apply when the related deferred income tax asset is realized or the deferred income tax liability is settled.
Deferred income tax assets are recognized only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilized. Deferred income tax is provided on temporary differences arising on investments in subsidiaries, joint ventures and associates, except for deferred income tax liabilities where the timing of the reversal of the temporary difference is controlled by the Group and it is probable that the temporary difference will not reverse in the foreseeable future.
Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income taxes assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.
The Group is able to control the timing of dividends from its subsidiaries and hence does not expect taxable profit. Hence, deferred tax is recognized in respect of the retained earnings of overseas subsidiaries only if at the date of the Statements of Financial Position, dividends have been accrued as receivable a binding agreement to distribute past earnings in future has been entered into by the subsidiary or there are sale plans in the foreseeable future.
2.20. Cash and cash equivalents
Cash and cash equivalents include cash on hand, deposits held with banks, and other short-term highly liquid investments with original maturities of three months or less and that they are subject to a negligible risk of change in value. Bank overdrafts are not included.
2.21. Revenue recognition
The group identifies contracts with customers and evaluates the goods and services committed therein to determine performance obligations and their classification between performance obligations that are satisfied at a given time or over time.
Revenue from satisfaction of performance obligations at a given time is recognized when the client obtains control of the committed asset or service considering whether there is a right to collection, if the client has the physical possession, if the client has the legal right and if they have transferred the risks and benefits.
In accordance with IFRS 15, the Group recognizes revenues over time from the sales of real estate developments in which there is no alternative use for the asset and the Group has the right to demand payment of the contract. When these conditions are not met, the income is recognized at the time of delivery or deed, depending on the case, when the risk transfers are completed, the collection is reasonably assured and there is a price already determined.
Revenue from satisfaction of performance obligations over time for real estate developments is recognized by measuring progress towards compliance with the obligation when it can be measured reliably. For this measurement, the Group uses the input method, that is, the effort consumed by the entity and determines the percentage of progress based on the estimate of the total development costs.
The Group's revenue is recognized at the probable value of the consideration to which it will be entitled in exchange for transferring the products or services to the customer which is not expected to suffer significant changes.
| · | Rental and services - Shopping malls portfolio |
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Revenues derived from business activities developed in the Group’s shopping malls mainly include rental income under operating leases, admission rights, commissions and revenue from several complementary services provided to the Group’s lessees.
The Group has determined that, in all operating leases, the lease term for accounting purposes matches the term of the contract. The Group concluded that, even though a lease is cancellable under the terms of the Argentine Civil and Commercial Code section 1221, tenants would incur significant “economic penalties” if the leases are terminated prior to expiry. The Group considered that these economic penalties are of such amount that continuation of the lease contracts by tenants appears to be reasonably certain at the inception of the respective agreements. The Group reached this conclusion based on factors such as: (i) the strategic geographical location and accessibility to customers of the Group’s investment properties; (ii) the nature and tenure of tenants (mostly well-known local and international retail chains); (iii) limited availability of identical revenue-producing space in the areas where the Group’s investment properties are located; (iv) the tenants’ brand image and other competitive considerations; (v) tenants’ significant expenses incurred in renovation, maintenance and improvements on the leased space to fit their own image; (vi) the majority of the Group’s tenants only have stores in shopping malls with a few or none street stores.
Lessees of rental space located within shopping malls are generally required to pay the higher of: (i) a base monthly rent (the “Base Rent”) and (ii) a specific percentage of gross monthly sales recorded by the Lessee (the “Contingent Rent”), which generally ranges between 2% and 12% of the lessees’ gross sales. In addition, in accordance with the standard terms of the typical commercial lease, the Base Rent is adjusted by the Consumer Price Index (CPI) in Argentina.
In addition, some leases include provisions that set forth variable rent based on specific volumes of sales revenue and other types of ratios.
Rental income from shopping malls, admission rights and commissions, are recognized in the Consolidated Statement of Income and Other Comprehensive Income on a straight-line basis over the term of the leases. When lease incentives are granted, they are recognized as an integral part of the net consideration for the use of the property and are therefore recognized on the same straight-line basis.
Contingent rents, i.e. lease payments that are not fixed at the inception of a lease, are recorded as income in the periods in which they are known and can be determined. Rent increases are recognized when such increases have been agreed with tenants.
The Group’s lease contracts also provide that common area maintenance charges and collective promotion funds of the Group’s shopping malls are borne by the corresponding lessees, generally on a proportional basis. These common area maintenance charges include all expenses necessary for various purposes including, but not limited to, the operation, maintenance, management, safety, preservation, repair, supervision, insurance and enhancement of the shopping malls. The lessor is responsible for determining the need and suitability of incurring a common area expense. The Group makes the original payment for such expenses, which are then reimbursed by the lessees. The Group considers that it acts as a principal in these cases. Service charge income is presented separately from property operating expenses. Property operating expenses are expensed as incurred.
Under the terms of the leases, lessees also agree to participate in collective promotion funds (“CPF”) to be used in advertising and promoting the Group’s shopping malls. Each lessee’s participation generally equals a percentage calculated based on the monthly accrued rental prices. Revenue so derived is also included under rental income and services segregated from advertising and promotion expenses. Such expenses are charged to income when incurred.
On the other hand, revenue includes income from managed operations and other services such as car parking spaces. Those revenues are recognized on an accrual basis as services are provided.
| · | Rental and services - Offices and other rental properties |
Rental income from offices and other rental properties include rental income from offices leased out under operating leases, income from services and expenses recovery paid by tenants.
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Rental income from offices and other rental properties is recognized in the Consolidated Statement of Income and Other Comprehensive Income on a straight-line basis over the term of the leases. When lease incentives are granted, they are recognized as an integral part of the net consideration for the use of the property and are therefore recognized on the same straight-line basis.
A substantial portion of the Group’s leases require the tenant to reimburse the Group for a substantial portion of operating expenses, usually a proportionate share of the allocable operating expenses. Such property operating expenses include necessary expenses such as property operating, repairs and maintenance, security, janitorial, insurance, landscaping, leased properties and other administrative expenses, among others. The Group manages its own rental properties. The Group makes the original payment for these expenses, which are then reimbursed by the lessees. The Group considers that it acts as a principal in these cases. The Group accrues reimbursements from tenants as service charge revenue in the period the applicable expenditures are incurred and is presented separately from property operating expenses. Property operating expenses are expensed as incurred.
| · | Sales and Development activities |
Revenue from sale and developments of real estate properties primarily comprises the results from the sale of trading properties. Results from the sale of properties are recognized only when the control has been transferred to the buyer. This normally takes place on unconditional exchange of contracts. For conditional exchanges, sales are recognized when these conditions are satisfied.
The Group also enters into barter transactions where the Group normally exchanges undeveloped parcels of land with third-party developers for future property to be constructed on the bartered land and on occasion, the Group also receives cash as part of the transactions. Legal title to the land together with all risks and rewards of ownership are transferred to the developer upon sale. The Group generally requires the developer to issue insurances or to mortgage the land in favor of the Group as performance guarantee. In the event the developer does not fulfill its obligations, the Group forecloses on the land through the execution of the mortgage or the surety insurances, together with a cash penalty.
The Group determines that its barters have commercial substance and that the conditions for recording the income from the transfer of parcels or land are met at the time the swap operation is carried out. Revenues are recorded at the fair value of the goods delivered, adjusted as appropriate by the amount of cash received, and it will be recognized in the statement of income and other comprehensive income depending on the specific category in which the exchanged asset is classified. If the asset falls under the Investment properties category, the revenue will be recognized under the line 'Net gain from fair value adjustment of investment properties.' However, if the asset is classified as Trading properties, the revenue will be recognized as operating income from the sale of trading properties. In exchange for the parcels or land transferred, the Group generally receives cash and / or a right to receive future units that are part of the projects to be built on the parcels or land exchanged. This right is initially recognized at cost (this being the fair value of the land transferred) as an intangible asset in the statement of financial position denominated “Future units to be received from barters”. Said intangible asset is not adjusted in subsequent years unless it is impaired.
The Group may sell the residential apartments to third-party homebuyers once they are finalized and transferred from the developer. In these circumstances, revenue is recognized when the control is transferred to the buyer. This will normally take place when the deeds of title are transferred to the homebuyer.
However, the Group may market residential apartments during construction or even before construction commences. In these situations, buyers generally surrender a down payment to the Group with the remaining amount being paid when the developer completes the property and transfers it to the Group, and the Group in turn transfers it to the buyer. In these cases, revenue is not recognized until the apartments are completed and the transaction is legally completed, that is when the apartments are transferred to the homebuyers and deeds of title are executed. This is because in the event the residential apartments are not completed by the developer and consequently not delivered to the homebuyer, the Group is contractually obligated to return to the homebuyer any down payment received plus a penalty amount. The Group may then seek legal remedy against the developer for non-performance of its obligations under the agreement. The Group exercised judgment and considers that the most significant risk associated with the asset the Group holds (i.e. the right to receive the apartments) consisting of the non-fulfillment of the developer's obligations (i.e. to complete the construction of the apartments) has not been transferred to the homebuyers upon reception of the down payment.
| · | Revenue from hotels |
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Revenue income from hotel operations mainly includes room services, gastronomy and other services. Revenue from the sale of products is recognized when the product is delivered and the significant risks and rewards of ownership are transferred to the buyer. Revenue from the sale of services is recognized when the service is provided.
2.22. Cost of sales
The cost of sales, includes the acquisition costs and the operational and management costs for shopping malls and offices held by the Group as part of its real estate investments.
2.23. Cost of borrowings and capitalization
The costs for general and specific loans that are directly attributable to the acquisition, construction or production of suitable assets for which a prolonged period is required to place them in the conditions required for their use or sale, are capitalized as part of the cost of those assets until the assets are substantially ready for use or sale. The general loan costs are capitalized according to the average debt rate of the Group. Foreign exchange differences for loans in foreign currency are capitalized if they are considered an adjustment to interest costs. The interest earned on the temporary investments of a specific loan for the acquisition of qualifying assets are deducted from the eligible costs to be capitalized. The rest of the costs from loans are recognized as expenses in the period in which they are incurred.
2.24. Share capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new common shares or options are shown in equity as a deduction, net of tax, from the proceeds.
When any Group’s subsidiary purchases the Company’s equity share capital (treasury shares), the consideration paid, including any directly attributable incremental costs (net of income taxes) is deducted from equity attributable to the Company’s equity holders until the shares are cancelled or reissued. When such common shares are subsequently reissued, any consideration received, net of any directly attributable incremental transaction costs and related income tax effects, is included in equity.
Instruments issued by the Group that will be settled by the Company delivering a fixed number of its own equity instruments in exchange for a fixed amount of cash or another financial asset are classified as equity.
2.25. Comparability of information
The balances as of June 30, 2023 and 2022 that are disclosed for comparative purposes were restated in accordance with IAS 29, see Note 2.1.
3. Significant judgments, key assumptions and estimates
Not all of these significant accounting policies require management to make subjective or complex judgments or estimates. The following is intended to provide an understanding of the policies that management considers critical because of the level of complexity, judgment or estimations involved in their application and their impact on the Consolidated Financial Statements. These judgments involve assumptions or estimates in respect of future events. Actual results may differ from these estimates.
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Estimation | Main assumptions | Potential implications | Main references | |
Control, joint control or significant influence | Judgment relative to the determination that the Group holds an interest in the shares of investees (considering the existence and influence of significant potential voting rights), its right to designate members in the executive management of such companies (usually the Board of directors) based on the investees’ bylaws; the composition and the rights of other shareholders of such investees and their capacity to establish operating and financial policies for investees or to take part in the establishment thereof. | Accounting treatment of investments as subsidiaries (consolidation) or associates (equity method) | Note 2.3
| |
Recoverable amounts of cash-generating units (even those including goodwill), associates and assets. | The discount rate and the expected growth rate before taxes in connection with cash-generating units. The discount rate and the expected growth rate after taxes in connection with associates. Cash flows are determined based on past experiences with the asset or with similar assets and in accordance with the Group’s best factual assumption relative to the economic conditions expected to prevail. Business continuity of cash-generating units. Appraisals made by external appraisers and valuators with relation to the assets’ fair value, net of realization costs (including real estate assets). | Should any of the assumptions made be inaccurate, this could lead to differences in the recoverable values of cash-generating units. | Note 8 – Investments in associates and joint ventures Note 10 – Property, plant and equipment Note 12 – Intangible assets | |
Estimated useful life of intangible assets and property, plant and equipment | Estimated useful life of assets based on their conditions. | Recognition of accelerated or decelerated depreciation by comparison against final actual earnings (losses). | Note 10 – Property, plant and equipment Note 12 – Intangible assets | |
Fair value valuation of investment properties | Fair value valuation made by external appraisers and valuators. See Note 10. | Incorrect valuation of investment property values | Note 9 – Investment properties | |
Income tax | The Group estimates the income tax amount payable for transactions where the Treasury’s Claim cannot be clearly determined. Additionally, the Group evaluates the recoverability of assets due to deferred taxes considering whether some or all of the assets will not be recoverable. | Upon the improper determination of the provision for income tax, the Group will be bound to pay additional taxes, including fines and compensatory and punitive interest. | Note 21 – Taxes | |
Allowance for doubtful accounts | A periodic review is conducted of receivables risks in the Group’s clients’ portfolios. Bad debts based on the expiration of account receivables and account receivables’ specific conditions. | Improper recognition of charges / reimbursements of the allowance for bad debt. | Note 15 – Trade and other receivables | |
Level 2 and 3 financial instruments | Main assumptions used by the Group are: | Incorrect recognition of a charge to income / (loss). | Note 14 – Financial instruments by category | |
| · | Discounted projected income by interest rate |
|
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| · | Values determined in accordance with the shares in equity funds on the basis of its Financial Statements, based on fair value or investment assessments. |
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| · | Comparable market multiple (EV/GMV ratio). |
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| · | Underlying asset price (Market price); share price volatility (historical) and market interest-rate (Libor rate curve). |
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Probability estimate of contingent liabilities. | Whether more economic resources may be spent in relation to litigation against the Group; such estimate is based on legal advisors’ opinions. | Charge / reversal of provision in relation to a claim. | Note 19 – Provisions | |
Qualitative considerations for determining whether or not the replacement of the debt instrument involves significantly different terms | The entire set of characteristics of the exchanged debt instruments, and the economic parameters represented therein: Average lifetime of the exchanged liabilities; Extent of effects of the debt terms (linkage to index; foreign currency; variable interest) on the cash flows from the instruments. | Classification of a debt instrument in a manner whereby it will not reflect the change in the debt terms, which will affect the method of accounting recording. | Note 14 – Financial instruments by category
| |
4. Acquisitions and disposals
Significant acquisitions and disposals for the for the fiscal year ended June 30, 2024 are detailed below. Significant acquisitions and disposals for the fiscal year ended June 30, 2023, are detailed in Note 4 to the Annual Financial Statements as of June 30, 2023.
A) “Maple Building" sale
On July 24, 2023, IRSA signed the deed for the sale of all the functional and complementary units of the “Maple Building” located at 652/664 Suipacha Street in the Autonomous City of Buenos Aires. The price of the operation was USD
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B) “261 Della Paolera” floor sale
On August 9, 2023, IRSA signed the deed for the sale of the 9th floor of the "261 Della Paolera" tower located in the Catalinas neighborhood of the Autonomous City of Buenos Aires with a total of
On October 5, 2023, the transfer deed was signed for the sale of the 25th and 26th floors of the “261 Della Paolera” tower located in the Catalinas neighborhood of the Autonomous City of Buenos Aires for a total of
After this transaction, IRSA keeps the property of 4 floors of the building with an approximate leasable area of
C) Sale of Quality Investment S.A.
On August 31, 2023, IRSA sold and transferred
D) Vista al Muelle – Boating Trust transaction
On October 31, 2023, Vista al Muelle S.A. (VAM), a subsidiary of Liveck L.T.D., sold two of its plots in the department of Canelones (Uruguay) to the Boating Trust for USD
E) Ezpeleta land plot Barter Agreement
On December 7, 2023, IRSA signed a barter agreement transferring the “Ezpeleta land plot” of 46 hectares, located in the district of Quilmes, Buenos Aires province.
The real estate project to be developed on the property consists of a gated community with 330 single-family lots and 6 macro lots for medium-density developments.
Additionally, IRSA received the sum of ARS
The amounts are expressed in the currency of the transaction date.
F) Sale of GCDI common-shares
Additionally,
The amounts are expressed in the currency of the transaction date.
G) Del Plata Building Trust
On November 10, 2023, IRSA executed a Trust Administration Contract at cost for a project development and construction of a residential building, stores (gastronomic use), and complementary parking spaces and in which the Company will have the character of money trustor and developer. Likewise, and as beneficiary of the trust, IRSA will receive approximately 5,128 salable square meters and 32 parking spaces. TMF Trust Company (Argentina) S.A., a company with a fiduciary purpose that is not a related party, will act as trustee.
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The aforementioned trust contract involves the contribution of a building owned by Banco Hipotecario S.A. (“BHSA”), an entity in which the Company holds a significant interest. The building is located in the block embraced by the streets Carlos Pellegrini, Presidente Perón, Sarmiento and Pasaje Carabelas, in the City of Buenos Aires. The contribution was made on December 28, 2023.
The trust underlying project has approval for the Microcentro district reconversion regime issued by the Government of the City of Buenos Aires (Law 6508). On June 14, 2024, the GCBA issued Joint Resolution No. 1078/MHFGC/24 which suspended the effects of the tax benefits granted to the Trust, which are vested rights of the Trust. In order to preserve its rights, on July 17, 2024, the Trust filed an administrative appeal against such measure in order to have it revoked and restore the suspended tax benefits. The appeal is still pending, and no decision has yet been rendered.
5. Financial risk management and fair value estimates
The Group's activities expose it to a variety of financial risks: market risk (including foreign currency risk, interest rate risk, indexing risk due to specific clauses and other price risks), credit risk, liquidity risk and capital risk. Within the Group, risk management functions are conducted in relation to financial risks associated to financial instruments to which the Group is exposed during a certain period or as of a specific date.
The general risk management policies of the Group seek both to minimize adverse potential effects on the financial performance of the Group and to manage and control the financial risks effectively. The Group uses financial instruments to hedge certain risk exposures when deemed appropriate based on its internal management risk policies, as explained below.
The Group’s principal financial instruments comprise cash and cash equivalents, receivables, payables, interest bearing assets and liabilities, other financial liabilities, other investments and derivative financial instruments. The Group manages its exposure to key financial risks in accordance with the Group’s risk management policies.
The Group’s management framework includes policies, procedures, limits and allowed types of derivative financial instruments. The Group has established a Risk Committee, composed of the CEO, the CFO, the compliance manager and certain directors, which reviews and oversees management’s compliance with these policies, procedures and limits and has overall accountability for the identification and management of risk across the Group.
This section provides a description of the principal risks that could have a material adverse effect on the Group’s strategy, performance, results of operations and financial condition. The risks facing the businesses, set out below, do not appear in any particular order of potential materiality or probability of occurrence.
This sensitivity analysis provides only a limited, point-in-time view. The actual impact on the Group’s financial instruments may differ significantly from the impact shown in the sensitivity analysis.
(a) Market risk management
The market risk is the risk of changes in the market price of financial instruments with which the Group operates. The Group’s market risks arise from open positions in foreign currencies, interest-bearing assets and liabilities and equity securities of certain companies, to the extent that these are exposed to market value movements. The Group sets limits on the exposure to these risks that may be accepted, which are monitored on a regular basis.
Foreign Exchange risk and associated derivative financial instruments
The Group publishes its Consolidated Financial Statements in Argentine pesos but conducts operations and holds positions in other currencies. As a result, the Group is exposed to foreign currency exchange risk through exchange rate movements, which affect the value of the Group’s foreign currency positions. Foreign exchange risk arises when future commercial transactions or recognized assets or liabilities are denominated in a currency that is not the entity’s functional currency and its subsidiaries.
The real estate, commercial and/or financial activities of the Group’s subsidiaries have the Argentine Peso as functional currency. An important part of the business activities of these subsidiaries is conducted in that currency, thus not exposing the Group to foreign exchange risk. Other Group's subsidiaries have other functional currencies, principally US Dollar. In the ordinary course of business, the Group, through its subsidiaries, transacts in currencies other than the respective functional currencies of the subsidiaries. These transactions are primarily denominated in US Dollars. Net financial position exposure to the functional currencies is managed on a case-by-case basis, partly by entering into foreign currency derivative instruments and/or by borrowings in foreign currencies, or other methods, considered adequate by the Management, according to circumstances.
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Financial instruments are considered sensitive to foreign exchange rates only when they are not in the functional currency of the entity that holds them.
As of June 30, 2024 and 2023, the book value net liability of the Group's instruments denominated in foreign currency is equivalent to the sum of ARS
On the other hand, the Group also uses derivatives, such as future exchange contracts, to manage its exposure to foreign currency risk. As of June 30, 2024 and 2023, the Group has future contracts pending for an amount of ARS 4 (liability) and ARS 22 (liability), respectively.
Interest rate risk
The Group is exposed to interest rate risk on its investments in debt instruments, short-term and long-term borrowings and derivative financial instruments.
The primary objective of the Group’s investment activities is to preserve principal while at the same time maximizing yields without significantly increasing risk. To achieve this objective, the Group diversifies its portfolio in accordance with the limits set by the Group. The Group maintains a portfolio of cash equivalents and short-term investments in a variety of securities, including both government and corporate obligations and money market funds.
The Group’s interest rate risk principally arises from long-term borrowings (Note 20). Borrowings issued at variable rates expose the Group to cash flow interest rate risk. Borrowings issued at fixed rates expose the Group to fair value interest rate risk.
As of June 30, 2024 and 2023,
The Group manages this risk by maintaining an appropriate mix between fixed and floating rate interest bearing liabilities. These activities are evaluated regularly to determine that the Group is not exposed to interest rate fluctuations that could adversely impact its ability to meet its financial obligations and to comply with its borrowing covenants.
The Group occasionally manages its cash flow interest rate risk exposure by different hedging instruments, including but not limited to interest rate swap, depending on each particular case. For example, interest rate swaps have the economic effect of converting borrowings from floating rates to fixed rates or vice versa.
The interest rate risk policy is approved by the Board of Directors. Management analyses the Group’s interest rate exposure on a dynamic basis. Various scenarios are simulated, taking into consideration refinancing, renewal of existing positions and alternative financing sources. Based on these scenarios, the Group calculates the impact on profit and loss of a defined interest rate shift. The scenarios are run only for liabilities that represent the major interest-bearing positions. Trade payables are normally interest-free and have settlement dates within one year. The simulation is done on a regular basis to verify that the maximum potential loss is within the limits set by management.
Note 20 shows a breakdown of the Group’s fixed-rate and floating-rate borrowings per currency denomination and functional currency of the subsidiary that holds the loans for the fiscal years ended June 30, 2024 and 2023.
The Group estimates that, other factors being constant, a
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Other price risks
The Group is exposed to equity securities price risk or derivative financial instruments because of investments held in entities that are publicly traded, which were classified on the Consolidated Statement of Financial Position as “Investments in financial assets”. The Group regularly reviews the price evolution of these equity securities in order to identify significant movements.
As of June 30, 2024 and 2023 the total value of Group’s investments in shares of public companies amounts to ARS
The Group estimates that, other factors being constant, a
(b) Credit risk management
The credit risk arises from the potential non-performance of contractual obligations by the parties, with a resulting financial loss for the Group. Credit limits have been established to ensure that the Group deals only with approved counterparties and that counterparty concentration risk is addressed and the risk of loss is mitigated. Counterparty exposure is measured as the aggregate of all obligations of any single legal entity or economic entity to the Group.
The Group is subject to credit risk arising from deposits with banks and financial institutions, investments of surplus cash balances, the use of derivative financial instruments and from outstanding receivables.
The credit risk is managed on a country-by-country basis. Each local entity is responsible for managing and analyzing the credit risk.
The Group’s policy is to manage credit exposure from deposits, short-term investments and other financial instruments by maintaining diversified funding sources in various financial institutions. All the institutions that operate with the Group are well known because of their experience in the market and high credit quality. The maximum exposure to credit risk is represented by the carrying amount of cash and cash equivalents and short-term investments in the Consolidated Statement of Financial Position.
Trade receivables related to leases and services provided by the Group represent a diversified tenant base and account for
On the other hand, property receivables related to the sale of trading properties represent
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(c) Liquidity risk management
The Group is exposed to liquidity risks, including risks associated with refinancing borrowings as they mature, the risk that borrowing facilities are not available to meet cash requirements, and the risk that financial assets cannot readily be converted to cash without loss of value. Failure to manage liquidity risks could have a material impact on the Group’s cash flow and Consolidated Statement of Financial Position.
Prudent liquidity risk management implies maintaining sufficient cash, the availability of funding through an adequate amount of committed credit facilities and the ability to close out market positions. Due to the dynamic nature of the underlying businesses, the Group aims to maintain flexibility in funding its existing and prospective debt requirements by maintaining diversified funding sources.
The Group monitors current and projected financial position using several key internally generated reports: cash flow; debt maturity; and interest rate exposure. The Group also undertakes sensitivity analysis to assess the impact of proposed transactions, movements in interest rates and changes in property values on the key profitability, liquidity and balance sheet ratios.
The debt and the derivative positions are continually reviewed to meet current and expected debt requirements. The Group maintains a balance between longer-term and shorter-term financings. Short-term financing is principally raised through bank facilities and overdraft positions. Medium- to longer-term financing comprises public and private bond issues, including private placements. Financing risk is spread by using a variety of types of debt. The maturity profile is managed in accordance with the Group needs, by spreading the repayment dates and extending facilities, as appropriate.
The tables below show financial liabilities, including derivative financial liabilities of the Group groupings based on the remaining period at the Statements of Financial Position to the contractual maturity date. The amounts disclosed in the tables are the contractual undiscounted cash flows and does not include advances and other concepts already disbursed since they are not future cash flows, as a result, they do not reconcile to the amounts disclosed on the Statements of Financial Position. However, undiscounted cash flows in respect of balances due within 12 months generally equal their carrying amounts in the Consolidated Statement of Financial Position, as the impact of discounting is not significant. The tables include both interest and principal flows.
Where the interest payable is not fixed, the amount disclosed has been determined by reference to the existing conditions at the reporting date.
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| 06.30.2024 |
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| Less than 1 year |
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| Between 1 and 2 years |
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| Between 2 and 3 years |
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| Between 3 and 4 years |
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| More than 4 years |
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| Total |
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Trade and other payables |
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Borrowings |
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Finance leases obligations |
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Derivative Financial Instruments |
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Total |
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| 06.30.2023 |
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| Less than 1 year |
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| Between 1 and 2 years |
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| Between 2 and 3 years |
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| Between 3 and 4 years |
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| More than 4 years |
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| Total |
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Trade and other payables |
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Borrowings |
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Finance leases obligations |
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Derivative Financial Instruments |
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Total |
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See Note 20 for a description of the commitments and restrictions related to loans and the ongoing renegotiations.
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(d) Capital risk management
The capital structure of the Group consists of shareholders’ equity and net borrowings. The Group’s equity is analyzed into its various components in the Consolidated Statements of Changes in Shareholders’ Equity. Capital is managed so as to promote the long-term success of the business and to maintain sustainable returns for shareholders. The Group seeks to manage its capital requirements to maximize value through the mix of debt and equity funding, while ensuring that Group entities continue to operate as going concerns, comply with applicable capital requirements and maintain strong credit ratings.
The Group assesses the adequacy of its capital requirements, cost of capital and gearing (i.e., debt/equity mix) as part of its broader strategic plan. The Group continuously reviews its capital structure to ensure that (i) sufficient funds and financing facilities are available to implement the Group’s property development and business acquisition strategies, (ii) adequate financing facilities for unforeseen contingencies are maintained, and (iii) distributions to shareholders are maintained within the Group’s dividend distribution policy. The Group also protects its equity in assets by obtaining appropriate insurance.
The Group’s strategy is to maintain key financing metrics (net debt to total equity ratio or gearing and debt ratio) in order to ensure that asset level performance is translated into enhanced returns for shareholders whilst maintaining an appropriate risk reward balance to accommodate changing financial and operating market cycles.
The following tables provide details on the Group’s key metrics in relation to managing its capital structure. The ratios are within the ranges previously established by the Group’s strategy.
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| 06.30.2024 |
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| 06.30.2023 |
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Gearing ratio (i) |
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Debt ratio (ii) |
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| (i) | Calculated as total of borrowings over total borrowings plus equity attributable equity holders of the parent company. |
| (ii) | Calculated as total borrowings over total properties (including trading properties, property, plant and equipment, investment properties and rights to receive units under barter agreements). |
6. Segment information
IFRS 8 requires an entity to report financial and descriptive information about its reportable segments, which are operating segments or aggregations of operating segments that meet specified criteria. Operating segments are components of an entity about which separate financial information is available that is evaluated regularly by the CODM. According to IFRS 8, the CODM represents a function whereby strategic decisions are made and resources are assigned. The CODM function is carried out by the President of the Group, Mr. Eduardo S. Elsztain.
Segment information is reported from the perspective of products and services, considering separately the various activities being developed, which represent reporting operating segments given the nature of its products, services, operations and risks.
Below is the segment information which was prepared as follows:
| · | The Group operates in the following segments: |
| o | The “Shopping Malls” segment includes results principally comprised of lease and service revenues related to rental of commercial space and other spaces in the shopping malls of the Group. |
| o | The “Offices” segment includes the operating results from lease revenues of offices and other service revenues related to the office activities. |
| o | The “Sales and Developments” segment includes the operating results of the development, maintenance and sales of undeveloped parcels of land and/or trading properties. Real estate sales results and other rental spaces are also included. |
| o | The "Hotels" segment includes the operating results mainly comprised of room, catering and restaurant revenues. |
| o | The “Others” segment includes the entertainment activities through La Arena S.A., La Rural S.A. and Centro de Convenciones Buenos Aires (concession), We Are Appa investments in associates such as GCDI and the financial activities carried out through BHSA / BACS, as well as other investments in associates. |
| F-39 |
| Table of Contents |
IRSA Inversiones y Representaciones Sociedad Anónima |
The CODM periodically reviews the operating results and certain asset categories and assesses performance of operating segments based on a measure of profit or loss of the segment composed by the operating income plus the share of profit / (loss) of joint ventures and associates. The valuation criteria used in preparing this information are consistent with IFRS Accounting Standards used for the preparation of the Consolidated Financial Statements, except for the following:
| · | Operating results from joint ventures are evaluated by the CODM applying proportional consolidation method. Under this method the profit/loss generated and assets are reported in the Statement of Income line-by-line based on the percentage held in joint ventures rather than in a single item as required by IFRS. Management believes that the proportional consolidation method provides more useful information to understand the business return. On the other hand, the investment in the joint venture La Rural S.A. is accounted for under the equity method since this method is considered to provide more accurate information in this case. |
|
|
|
| · | Operating results from Shopping Malls and Offices segments do not include the amounts pertaining to building administration expenses and collective promotion funds (“CPF”) as well as total recovered costs, whether by way of expenses or other concepts included under financial results (for example default interest and other concepts). The CODM examines the net amount from these items (total surplus or deficit between building administration expenses and CPF and recoverable expenses). |
The assets’ categories examined by the CODM are: investment properties, property, plant and equipment, trading properties, inventories, right to receive future units under barter agreements, investment in associates and goodwill. The sum of these assets, classified by business segment, is reported under “assets by segment”. Assets are allocated to each segment based on the operations and/or their physical location.
Most revenue from its operating segments is derived from, and their assets are located in, Argentina, except for some share of profit / (loss) of associates included in the “Others” segment located in the USA.
Revenues for each reporting segment derive from a large and diverse client base and, therefore, there is no revenue concentration in any particular segment.
Below is a summary of the Group’s lines of business and a reconciliation between the results from operations as per segment information and the results from operations as per the Consolidated Statement of Income and Other Comprehensive Income for the years ended June 30, 2024, 2023 and 2022:
|
| 06.30.2024 |
| |||||||||||||||||
|
| Total |
|
| Joint ventures (1) |
|
| Expenses and collective promotion funds |
|
| Elimination of inter-segment transactions and non-reportable assets / liabilities (2) |
|
| Total as per statement of income / statement of financial position |
| |||||
Revenues |
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
|
| ||||
Costs |
|
| ( | ) |
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) | ||
Gross profit / (loss) |
|
|
|
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
| |||
Net loss from fair value adjustment of investment properties |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
| ( | ) | |||
General and administrative expenses |
|
| ( | ) |
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | ||
Selling expenses |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
| ( | ) | |||
Other operating results, net |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
| ( | ) | ||
(Loss) / profit from operations |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
| ( | ) | |
Share of profit of associates and joint ventures |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Segment (loss) / profit |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
| ( | ) | |
Reportable assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Reportable liabilities (i) |
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | |||
Net reportable assets |
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
| ||||
| F-40 |
| Table of Contents |
IRSA Inversiones y Representaciones Sociedad Anónima |
|
| 06.30.2023 |
| |||||||||||||||||
|
| Total |
|
| Joint ventures (1) |
|
| Expenses and collective promotion funds |
|
| Elimination of inter-segment transactions and non-reportable assets / liabilities (2) |
|
| Total as per statement of income / statement of financial position |
| |||||
Revenues |
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
|
| ||||
Costs |
|
| ( | ) |
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) | ||
Gross profit / (loss) |
|
|
|
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
| |||
Net loss from fair value adjustment of investment properties |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
| ( | ) | |||
General and administrative expenses |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
| ( | ) | |||
Selling expenses |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
| ( | ) | |||
Other operating results, net |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
| ( | ) |
|
| ( | ) | |
Loss from operations |
|
| ( | ) |
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) | ||
Share of profit / (loss) of associates and joint ventures |
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
|
| ||||
Segment loss |
|
| ( | ) |
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) | ||
Reportable assets |
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
|
| ||||
Reportable liabilities (i) |
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | |||
Net reportable assets |
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) |
|
|
| |||
|
| 06.30.2022 |
| |||||||||||||||||
|
| Total |
|
| Joint ventures (1) |
|
| Expenses and collective promotion funds |
|
| Elimination of inter-segment transactions and non-reportable assets / liabilities (2) |
|
| Total as per statement of income / statement of financial position |
| |||||
Revenues |
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
|
| ||||
Costs |
|
| ( | ) |
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) | ||
Gross profit / (loss) |
|
|
|
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
| |||
Net gain / (loss) from fair value adjustment of investment properties |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
General and administrative expenses |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
| ( | ) | |||
Selling expenses |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
| ( | ) | |||
Other operating results, net |
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
| ||||
Profit / (loss) from operations |
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
|
| ||||
Share of profit / (loss) of associates and joint ventures |
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
| ( | ) | |||
Segment profit / (loss) |
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
|
| ||||
Reportable assets |
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
|
| ||||
Reportable liabilities (i) |
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | |||
Net reportable assets |
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) |
|
|
| |||
(1) | Represents the equity value of joint ventures that were proportionately consolidated for information by segment purposes. |
|
|
(2) | Includes deferred income tax assets, income tax, trade and other receivables, investment in financial assets, cash and cash equivalents and intangible assets except for rights to receive future units under barter agreements, net of investments in associates with negative equity which are included in provisions in the amount of ARS |
|
|
(i) | The CODM centers the review on reportable assets. |
| F-41 |
| Table of Contents |
IRSA Inversiones y Representaciones Sociedad Anónima |
Below is a summarized analysis of the lines of Group business for the fiscal years ended June 30, 2024, 2023 and 2022:
|
| 06.30.2024 |
| |||||||||||||||||||||
|
| Shopping Malls |
|
| Offices |
|
| Sales and developments |
|
| Hotels |
|
| Others (i) |
|
| Total |
| ||||||
Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Costs |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Gross profit |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Net loss from fair value adjustment of investment properties |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
| ( | ) |
|
| ( | ) | |
General and administrative expenses |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Selling expenses |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Other operating results, net |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
| ( | ) | |
Profit / (loss) from operations |
|
|
|
|
| ( | ) |
|
| ( | ) |
|
|
|
|
| ( | ) |
|
| ( | ) | ||
Share of profit of associates and joint ventures |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Segment profit / (loss) |
|
|
|
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
| ( | ) | |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment properties and trading properties |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Investment in associates and joint ventures |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Other operating assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Reportable assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
| (i) | Includes the result for the investment in GCDI and BHSA for ARS ( |
From all the revenues corresponding to the segments, ARS
|
| 06.30.2023 |
| |||||||||||||||||||||
|
| Shopping Malls |
|
| Offices |
|
| Sales and developments |
|
| Hotels |
|
| Others (i) |
|
| Total |
| ||||||
Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Costs |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Gross profit |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Net loss from fair value adjustment of investment properties |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
| ( | ) |
|
| ( | ) | |
General and administrative expenses |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Selling expenses |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Other operating results, net |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Profit / (loss) from operations |
|
|
|
|
| ( | ) |
|
| ( | ) |
|
|
|
|
| ( | ) |
|
| ( | ) | ||
Share of profit of associates and joint ventures |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Segment profit / (loss) |
|
|
|
|
| ( | ) |
|
| ( | ) |
|
|
|
|
| ( | ) |
|
| ( | ) | ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment properties and trading properties |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Investment in associates and joint ventures |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Other operating assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Reportable assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
| (ii) | Includes the result for the investment in GCDI and BHSA for ARS |
From all the revenues included in the segments ARS
| F-42 |
| Table of Contents |
IRSA Inversiones y Representaciones Sociedad Anónima |
|
| 06.30.2022 |
| |||||||||||||||||||||
|
| Shopping Malls |
|
| Offices |
|
| Sales and developments |
|
| Hotels |
|
| Others (i) |
|
| Total |
| ||||||
Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Costs |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Gross profit / (loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
| |||||
Net gain / (loss) from fair value adjustment of investment properties |
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
|
| |||||
General and administrative expenses |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Selling expenses |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Other operating results, net |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
| ||
Profit / (loss) from operations |
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
| ( | ) |
|
|
| ||||
Share of profit of associates and joint ventures |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Segment profit / (loss) |
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
|
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment properties and trading properties |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Investment in associates and joint ventures |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Other operating assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Reportable assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
| (iii) | Includes the result for the investment in GCDI and BHSA for ARS ( |
From all the revenues corresponding included in the segments ARS
7. Information about the main subsidiaries
The Group conducts its business through several operating and holding subsidiaries. The Group considers that the subsidiaries below are the ones with significant non-controlling interests to the Group.
Restrictions, commitments and other matters in respect of subsidiaries
According to Law N° 19,550, 5% of the profit in each fiscal year must be separated to constitute a legal reserve until they reach legal capped amounts (20% of the nominal value of total capital). This legal reserve is not available for dividend distribution and can only be released to absorb losses. The Group has not reached the legal limit of this reserve. Dividends are paid across the Group’s subsidiaries based on their individual accounting statements.
Arcos del Gourmet (“Arcos” or “AGSA”)
ARCOS DEL GOURMET SA AND ANOTHER V. EN-AABE KNOWLEDGE PROCESS (CAF 030002/2015)
(i): This process was initiated on June 18, 2015, by AGSA to raise the nullity of the revocation of the contract for the readjustment of the use and exploitation concession, established by Resolution No. 170/2014 by the Agencia de Administración de Bienes del Estado (State Assets Administration Office, or AABE in Spanish). Evidence was produced, and arguments were presented.
On August 24, 2022, the Court rejected the lawsuit filed by Arcos del Gourmet SA, with costs. On August 26, 2022, Arcos del Gourmet S.A. appealed the final judgment issued in the case. On September 19, 2023, Chamber V of the Federal Administrative Litigation Court issued a judgment rejecting the appeal filed by Arcos del Gourmet SA.
The judgment of the Court was appealed to the Supreme Court of Justice of the Nation through an extraordinary federal appeal filed on October 17, 2023. The federal extraordinary appeal was denied by the Chamber on March 14, 2024. AGSA filed an appeal in fact within the terms of articles 282 and 285 CPCCN before the Supreme Court of Justice of the Nation. The legal advisors of the Company believe that this appeal has reasonable prospects of success, as there is federal subject matter to enable the intervention of the Supreme Court.
| F-43 |
| Table of Contents |
IRSA Inversiones y Representaciones Sociedad Anónima |
ARCOS DEL GOURMET SA V. ADMINISTRACION DE INFRAESTRUCTURAS FERROVIARIAS SOC DEL ESTADO (ADIF) CONSIGNMENT LAWSUIT (CCF 001461/2015)
On April 8, 2015, AGSA initiated this lawsuit since AGSA was not allowed to pay the March 2015 canon corresponding to the Readjustment Contract of Use and Exploitation that Arcos agreed with ADIF. To date, all the canons that have been accrued to date have been judicially deposited - and those amounts invested in fixed-term deposits. On November 17, 2017, ADIF answered the lawsuit. The trial opened for evidence on March 21, 2019, which was produced, and arguments were presented in December 2022. Subsequently, at the time of requesting the issuance of a judgment, the court - as a measure to better provide - ordered the issuance of various letters rogatory to courts where issues related to the concession contract are being litigated, which were responded. Since these issues are still unresolved, the issuance of the final judgment was deferred.
PLAYAS FERROVIARIAS DE BUENOS AIRES SA V. ARCOS DEL GOURMET SA EVICTION LAW 17.091 (CAF 047454/2018)
On June 14, 2018, Playas Ferroviarias de Buenos Aires S.A. initiated an eviction process against AGSA. On February 13, 2019, it was decided to accumulate the eviction process with the nullity action promoted by AGSA (referred to in the preceding 1.A). As a consequence of the precautionary measure obtained on June 28, 2019, the eviction process remained suspended. On May 11, 2022, the Court ruled to decree the immediate eviction of AGSA and/or occupants and/or intruders of the properties. At the same time, it ordered Playas Ferroviarias de Buenos Aires S.A. to make arrangements to ensure the continuity of the commercial activities of the sub-lessees and the employment sources they employ and, for at least 6 months, the values agreed upon with the current concessionaire must be maintained. The next day, AGSA appealed. Finally, on July 13, 2022, the Prosecutor published the opinion. As a result of the opinion, Chamber V ordered the transfer of the case to judgment. Chamber V issued its judgment on September 19, 2023, rejecting the appeal filed by AGSA and confirming the judgment of the lower court. Against this judgment, AGSA filed an extraordinary federal appeal. The federal extraordinary appeal was denied by the Chamber on March 14, 2024. AGSA lodged a factual appeal under the terms of articles 282 and 285 of the CPCCN to the Supreme Court of Justice of the Nation. The legal advisors of the Company believe that this appeal has reasonable prospects of success, as there is federal subject matter to enable the intervention of the Supreme Court.
FEDERACION DE COMERCIO E INDUSTRIA DE LA CIUDAD DE BUENOS AIRES (FECOBA) and others V. GCBA and others on protective petition (CAYT 68795/2013-0)
Federación de Comercio e Industria de la Ciudad de Buenos Aires (Federation of Commerce and Industry of the City of Buenos Aires, or FECOBA in Spanish) argued that the project executed in DISTRICT ARCOS did not have the necessary environmental approvals and did not comply with zoning guidelines. It also requested a precautionary measure, which was admitted and caused the opening to the public to be delayed until December 18, 2014, which now operates normally. In the main process, after the filing of several procedural appeals, Chamber III of the Appeals Court issued a judgment on February 14, 2019, as follows: AGSA and GCBA were convicted, with AGSA being required to allocate at least 23,319.41 square meters for public use and utility with unrestricted access and special and preferential allocation to the generation of new park-like green spaces - located wholly or partially on the property subject to the lawsuit (Distrito Arcos) or adjacent lands. In case the company cannot allocate the entire land fraction to the City of Buenos Aires, then it must pay, after a valuation, the necessary amount of money so that the Administration proceeds to search for a property to fulfill the purpose established during the term of the concession contract. If none of the mentioned alternatives are carried out by AGSA, the demolition of the necessary works on the property to comply with the stipulated in the Urban Planning Code (art. 3.1.2) would be ordered. Subsequently, within the framework of the appeal for constitutional review denied filed by AGSA against the aforementioned judgment, the Superior Court of Justice ruled that the demolition of the works carried out on the property where the "Distrito Arcos" Shopping Center is currently located, as ordered by the Chamber, is not appropriate, confirming the rest of the sentence. Our legal advisors are analyzing the procedural steps to follow.
Based on the detailed mentions above and based on the opinion of our internal and external legal advisors, we conclude that no provision should be registered for these situations.
| F-44 |
| Table of Contents |
IRSA Inversiones y Representaciones Sociedad Anónima |
Panamerican Mall S.A.
Below is the summarized financial information of subsidiaries with material non-controlling interests which are considered significant for the Group, presented before intercompany eliminations.
|
| Current Assets |
|
| Non-current Assets |
|
| Current Liabilities |
|
| Non-current Liabilities |
|
| Net assets |
|
| % of ownership interest held by non-controlling interests |
|
| Book value of non-controlling interests |
|
| % of ownership interest held by controlling interests |
|
| Book value of controlling interests |
| |||||||||
06.30.2024 |
|
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| % |
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| % |
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06.30.2023 |
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| % |
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| % |
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| |||||||||
|
| Revenues |
|
| Comprehensive loss for the year |
|
| Cash of Operating activities |
|
| Cash of investing activities |
|
| Cash of financial activities |
|
| Net Increase / (decrease) in cash and cash equivalents |
|
| Dividends distribution to non-controlling shareholders |
| |||||||
06.30.2024 |
|
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| ( | ) |
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| ( | ) |
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| ( | ) |
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| ( | ) | |||
06.30.2023 |
|
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| ( | ) |
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|
|
|
| ( | ) |
|
| ( | ) |
|
|
|
|
| ( | ) | |||
The non-controlling interests of the remaining subsidiaries summarize ARS
8. Investments in associates and joint ventures
Changes of the Group’s investments in associates and joint ventures for the fiscal years ended June 30, 2024 and 2023 were as follows:
|
| 06.30.2024 |
|
| 06.30.2023 |
| ||
Beginning of the year |
|
|
|
|
|
| ||
Sale of interest in associates and joint ventures (i) |
|
| ( | ) |
|
|
| |
Capital contributions (Note 30) |
|
|
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| ||
Share of profit |
|
|
|
|
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| ||
Currency translation adjustment |
|
| ( | ) |
|
| ( | ) |
Dividends (Note 30) |
|
| ( | ) |
|
| ( | ) |
End of the year (i) |
|
|
|
|
|
| ||
| (i) | As of June 30, 2024, corresponds to the sale of interest in Quality Invest S.A., GCDI S.A. and Banco Hipotecario S.A. |
| (ii) | Includes ARS (15) and ARS (4) reflecting interests in companies with negative equity as of June 30, 2024 and 2023, respectively, which are disclosed in “Provisions” (see Note 19) |
Below is a detail of the investments and the values of the stake held by the Group in associates and joint ventures for the years ended as of June 30, 2024 and 2023, as well as the Group's share of the comprehensive results of these companies for the years ended on June 30, 2024, 2023 and 2022:
Name of the entity |
| % ownership interest |
|
| Value of Group's interest in equity |
|
| Group's interest in comprehensive income / (loss) |
| |||||||||||||||||||||||
|
| 06.30.2024 |
|
| 06.30.2023 |
|
| 06.30.2022 |
|
| 06.30.2024 |
|
| 06.30.2023 |
|
| 06.30.2024 |
|
| 06.30.2023 |
|
| 06.30.2022 |
| ||||||||
Associates and joint ventures |
|
|
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| ||||||||
New Lipstick |
|
| % |
|
| % |
|
| % |
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
|
| ||||||
BHSA (1) |
|
| % |
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| % |
|
| % |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
BACS (2) |
|
| % |
|
| % |
|
| % |
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | ||||||
Nuevo Puerto Santa Fe |
|
| % |
|
| % |
|
| % |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Quality (3) |
|
| - |
|
|
| % |
|
| % |
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | |||||
La Rural SA |
|
| % |
|
| % |
|
| % |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) | |||||||
GCDI (4) |
|
| % |
|
| % |
|
| % |
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) | ||||||
Other joint ventures |
|
| N/A |
|
|
| N/A |
|
|
| N/A |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) | ||||
Total associates and joint ventures |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) | ||||
| F-45 |
| Table of Contents |
IRSA Inversiones y Representaciones Sociedad Anónima |
Name of the entity | Place of business / Country of incorporation | Main activity | Common shares 1 vote |
|
| Latest financial statements issued | |||||||||
|
|
|
|
| Share capital (nominal value) |
|
| (Loss) / profit for the year |
|
| Shareholders equity | ||||
Associates and joint ventures | |||||||||||||||
New Lipstick | (*) |
| (*) |
| ( | (*) | ( | ||||||||
BHSA (1) | (**) |
| (**) |
| (**) | ||||||||||
BACS (2) | (**) |
| (**) |
| (**) |
| |||||||||
Nuevo Puerto Santa Fe | |||||||||||||||
La Rural SA | |||||||||||||||
GCDI (4) | ( | ||||||||||||||
(1) | BHSA is a commercial bank of comprehensive services that offers a variety of banking and financial services for individuals, small and medium businesses and large companies. The market price of the share is |
(2) | BHSA owns a |
(3) | The interest held in Quality was sold on August 31, 2023. See Note 4 to these Financial Statements. |
(4) | See Note 4 to these Financial Statements. |
(*) | Amounts in millions of US Dollars under US GAAP. |
(**) | Information as of June 30, 2024 according to IFRS. |
GCDI:
During the fiscal year ended at June 30, 2020, GCDI and the Company entered into a recapitalization agreement, based on which IRSA increased its holding in GCDI reason why it began to be considered an associate company.
During the fiscal year ended at June 30, 2021, GCDI yielded significant losses and its business was affected by different factors related to the context in which it finds itself. Therefore, the Company decided to re-evaluate the recoverability of this asset.
For this reason and considering that the facts are public and have been openly communicated to the market, a test is carried out comparing the market value and the book value, valuing the investment considering the lower amount between the two of them. As of June 30, 2024, there were no changes in the situation described in the preceding paragraphs.
La Rural S.A.
As publicly known, in December 2012 the National Executive Branch issued Executive Order 2552/12 that annulled an executive order dated 1991 which had approved the sale of the Palermo Fairgrounds (the Fairgrounds) to the Sociedad Rural Argentina (SRA); the effect of this new order was to revoke the sale transaction. Subsequently, on March 21, 2012, the National Executive Branch notified the SRA of said executive order and further ordered that the property be returned to the Argentine government within 30 subsequent days. Then, the SRA issued a press release publicly disclosing the initiation of legal actions and the obtaining of a precautionary measure for which Decree 2552/12 was suspended. The injunction requested was granted on January 4, 2013, by the National Chamber of Appeals in Civil and Commercial Federal Matters (CNACCF). After several appeals, motions, and various procedural steps, the injunction stands firm and in effect.
On August 21, 2013, the Supreme Court of Justice rejected the appeal filed by the Argentine government against the interim measure timely requested by the SRA.
Neither has IRSA been served notice formally nor is it a party involved in the legal actions brought by the SRA.
Given the potential dimension of the dispute, as it has been known to the public, we estimate that if Executive Order 2552/12 was found to be unconstitutional, such order shall have no legal effects either in Entertainment Holdings S.A. (EHSA) or in the acquisition by IRSA of an equity interest in EHSA. However, should the opposite happen, that is, a court order declaring the Executive Order 2699/91, this could have a real impact on acquired assets. In this scenario, the judicial decision may render the purchase of the Plot of Land by SRA null and void, and all acts executed by SRA in relation to the Plot of Land, including the right of use currently held by the entity where EHSA has an indirect equity interest, through vehicle entities, would also become null and void.
On June 1, 2015, in case 4573/2012 SOCIEDAD RURAL ARGENTINA v. ESTADO NACIONAL - PODER EJECUTIVO - EXECUTIVE BRANCH on DECLARATORY JUDGMENT, the decision was made to lift the precautionary measure that suspended the effects of Decree 2552/12.
| F-46 |
| Table of Contents |
IRSA Inversiones y Representaciones Sociedad Anónima |
On June 2, 2015, the SRA submitted a brief appealing the aforementioned resolution, and on the same date, the appeal was granted with suspensive effects. While the appeal filed by SRA was being processed in the Chamber, the first instance judge's decision to lift the precautionary measure had no effect and was suspended.
On September 17, 2015, Chamber II of the National Civil and Commercial Appeals Court overturned the appealed resolution, thereby rejecting the National State's request to lift the precautionary measure and declared that Law 26.854 on precautionary measures against the State was not applicable to the case. Consequently, the precautionary measure issued on January 4, 2013, was confirmed. The National State filed an extraordinary federal appeal and subsequently a complaint appeal, both of which were dismissed. Therefore, the precautionary measure remains firm and in effect.
On March 11, 2016 La Rural S.A. was summoned as a third party in the case referred to above, and filed an answer to such summons on April 6, 2016.
On April 21, 2016 the National Government presented itself, requested the annotation of litis as a precautionary measure, opposed the exception of incompetence, raised the inadmissibility of the declaratory action of certainty, in subsidy, proceeded to answer the complaint. It also requested the suspension of the sentence until the criminal case is resolved and opposed, as a counterclaim, a motion declare the annulment of Decree 2699/91, as well as all those acts enacted in consequence of said decree.
By order of April 29, 2016, the National Government was presented, opposed to the exception raised, the claim in subsidy was contested and the action of injuriousness filed, and it ordered the transfer of the different Government proposals to the SRA.
On the same occasion, the precautionary measure for the annotation of the requested litigation was admitted under the responsibility of the National Government regarding the individualized properties in the process.
On November 22, 2016, SRA responded to the notice of the action of harmfulness filed by the National State, which was considered answered on December 1, 2016.
On December 21, 2016, the National State, in turn, responded to the statute of limitations defense previously raised. However, it was noted that it still needed to be substantiated with La Rural S.A.
On June 19, 2017, the transfer of the exception of incompetence raised by the National Government was substantiated, which was answered by La Rural S.A. in June 2017. On the same occasion, SRA accused expiry of that previous exception in the terms of article 310 CPCCN, which was resolved by order of July 14, 2017.
On that occasion it was resolved to sustain the expiration filed by Sociedad Rural Argentina regarding the incident of exception of incompetence filed by the National Government. Therefore, the process was settled in the Civil and Commercial Federal jurisdiction.
On October 5, 2017, the Federal Oral Criminal Court No. 2 requested the referral of the proceedings in the context of the case: "Menem, Carlos Saúl and other s / inf. Art. 261, first paragraph of the CP ". For presentations of December 2017 and March 2018, SRA requested the Oral Court to return the proceedings in order to continue with the process.
On March 27, 2018, the Court decided to convict various Administration officials, including former President Carlos S. Menem and former Minister Domingo F. Cavallo, as necessary participants in the crime of peculation. Additionally, it resolved to acquit the authorities of the imputed Argentine Rural Society and it was decided to reject the request for restitution of the property requested by the AABE, leaving the decision on that matter in the hands of the Federal Civil and Commercial Court involved. The basics of the decision were published on May 28, 2018.
On February 27, 2020, the proceedings were considered returned to the Federal Civil and Commercial Court and the parties were ordered to notify their return.
On July 30, 2020, SRA and La Rural S.A. were notified of the return of the proceedings.
| F-47 |
| Table of Contents |
IRSA Inversiones y Representaciones Sociedad Anónima |
On August 13, 2020, an official letter was issued to the Oral Court requesting that all the evidence be sent to the Civil Court.
On August 19, 2021, the Civil and Commercial Court decided to defer the treatment of the prescription exception opposed by Sociedad Rural with respect to the counterclaim of the government for the moment of sentencing, and also decided to reject the examination request of the paragraphs by the government. Against this last resolution, the government filed an appeal, which was admitted by resolution of September 8, 2021.
Finally, on February 2, 2022, the Chamber of Appeals upheld the proposal of the government and ordered that the considerations expressed by the SRA in Chapter 8 of the presentation of the response to the action of harmfulness be omitted, considering that such response was not admitted by the procedural system.
On March 7, 2022, the case was returned to the court of origin.
On May 11, 2022, the trial was opened. As of June 30, 2024, the process is still in the evidentiary stage.
As of the date of these Consolidated Financial Statements, there are no elements or evidence to suggest that the Society should return the property exploited by La Rural S.A., so it continues its activities normally. However, this estimate could change based on the progress of the legal process, so the Society will monitor its development. Given the details, the analysis to be carried out must consider these circumstances of uncertainty.
Set out below is summarized financial information of the associates and joint ventures considered to be material to the Group:
|
| Current Assets |
|
| Non-current Assets |
|
| Current Liabilities |
|
| Non-current Liabilities |
|
| Net assets |
|
| % of ownership interest held |
|
| Interest in associate and joint venture |
|
| Goodwill and others |
|
| Book value |
| |||||||||
|
| 06.30.2024 |
| |||||||||||||||||||||||||||||||||
Associates |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
BHSA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| % |
|
|
|
|
| ( | ) |
|
|
| ||||||||
GCDI |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| % |
|
|
|
|
| ( | ) |
|
|
| ||||||||
Joint ventures |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nuevo Puerto Santa Fe |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| % |
|
|
|
|
|
|
|
|
| |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 06.30.2023 | ||||||||||||||||||||||||||||||||||
Associates |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BHSA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| % |
|
|
|
|
| ( | ) |
|
|
| ||||||||
GCDI |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| % |
|
|
|
|
|
|
|
|
| |||||||||
Joint ventures |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nuevo Puerto Santa Fe |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| % |
|
|
|
|
|
|
|
|
| |||||||||
|
| Revenues |
|
| Net income / (loss) |
|
| Total comprehensive income / (loss) |
|
| Dividend distribution |
|
| Cash of operating activities |
|
| Cash of investing activities |
|
| Cash of financing activities |
|
| Changes in cash and cash equivalents |
| ||||||||
|
| 06.30.2024 |
| |||||||||||||||||||||||||||||
Associates |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
BHSA |
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) |
|
| ( | ) |
|
|
| |||||
GCDI |
|
|
|
|
| ( | ) |
|
| ( | ) |
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) |
|
| ( | ) | |||
Joint ventures |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
Nuevo Puerto Santa Fe |
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | |||||
|
|
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|
|
|
| 06.30.2023 | ||||||||||||||||||||||||||||||
Associates |
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
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|
|
|
|
|
|
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|
|
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|
BHSA |
|
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|
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|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
|
| |||||||
GCDI |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
|
| |||||||
Joint ventures |
|
|
|
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|
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|
|
|
|
|
|
|
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|
|
|
|
Nuevo Puerto Santa Fe |
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) | ||||
| F-48 |
| Table of Contents |
IRSA Inversiones y Representaciones Sociedad Anónima |
BHSA
BHSA is subject to certain restrictions on the distribution of profits, as required by BCRA regulations.
The Annual Shareholders' Meeting decided to allocate 35.1 million of Class D shares of a par value of ARS 1, to an employee compensation plan pursuant to Section 67 of Law 26,831. As of June 30, 2024, BHSA has a remnant of
The Group estimated that the value in use of its investment in BHSA as of June 30, 2024 and 2023 amounted to ARS
| - | The Group considered 10 years as the horizon for the projection of BHSA cash flows, including perpetual value. |
| - | The “Private BADLAR” interest rate was projected based on internal data and information gathered from external advisors. |
| - | The projected inflation and exchange rate was estimated in accordance with internal data and external information provided by independent consultants. |
| - | The |
| - | The sensitivity to a 1% increase in the discount rate would be a reduction in the value in use of ARS |
The estimated value in use exceeds the book value of the investment, because of that, no adjustment was necessary on the recorded value of the investment.
Puerto Retiro (joint venture):
At present, this 8.3-hectare plot of land is affected by a zoning regulation defined as U.P. which prevents the property from being used for any purposes other than strictly port activities.
Puerto Retiro was involved in a judicial bankruptcy action brought by the National Government. The current Board of Directors would not be held personally liable with regard to this action. Management and legal counsel of the Company believe that there are sufficient legal and technical arguments to consider that the petition for extension of the bankruptcy case will be dismissed by the court. However, in view of the current status of the action, its result cannot be predicted.
Moreover, Tandanor filed a civil action against Puerto Retiro S.A. and the other defendants in the criminal case for violation of Section 174 (5) based on Section 173 (7) of the Criminal Code of Argentina. Such action seeks -on the basis of the nullity of the decree that approved the bidding process involving the Dársena Norte property- the restitution of the property and a reimbursement in favor of Tandanor for all such amounts it has allegedly lost as a result of a suspected fraudulent transaction involving the sale of the property. Puerto Retiro has presented the allegation on the merit of the evidence, highlighting that the current shareholders of Puerto Retiro did not participate in any of the suspected acts in the criminal case since they acquired the shares for consideration and in good faith several years after the facts told in the process. Likewise, it was emphasized that the company Puerto Retiro is foreign to the bidding / privatization carried out for the sale of Tandanor shares.
On September 7, 2018, the Oral Federal Criminal Court No. 5 rendered a decision. According to the sentence read by the president of the Court, Puerto Retiro won the preliminary objection of limitation filed in the civil action. However, in the criminal case, where Puerto Retiro is not a party, it was ordered, among other issues, the confiscation (“decomiso”) of the property owned by Puerto Retiro known as Planta I. The grounds of the Court’s judgment were read on November 11, 2018. From that moment, all the parties were able to present the appeals. Given this fact, an extraordinary appeal was filed, which was rejected, and as a result, a complaint was filed for a rejected appeal, which was granted. Consequently, the appeal is under study in the Argentine Supreme Court of Justice. It should be noted that in relation to the complaint appeals filed by Puerto Retiro S.A. (RH21), Tandanor (RH23), and the Ministry of Defense (RH24) within the framework of the civil action in the aforementioned criminal case, the Office of the Attorney General of the Nation, through Attorney Dr. Mario Casal, issued the pertinent opinions. Regarding the complaint by Puerto Retiro S.A. (RH21), it is proposed to reject the appeal against the forfeiture, but with a favorable opinion that the costs of the civil action be imposed on the losing party rather than in order. In relation to the complaint appeals by Tandanor (RH23) and the Ministry of Defense (RH24), related to the statute of limitations of the civil action, rejection and confirmation are proposed. A decision from the Supreme Court of Justice of the Nation is awaited. Currently, the appeal is under review by the Argentine Supreme Court of Justice.
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In the criminal action, the claimant reported the violation by Puerto Retiro of the injunction ordered by the criminal court consisting in an order to stay (“prohibición de innovar”) and not to contract with respect to the property disputed in the civil action. As a result of this complaint, the Federal Oral Court No. 5 formed an incident and ordered and executed the closure of the property where the lease agreements with Los Cipreses S.A. y Flight Express S.A. were being executed, in order to enforce compliance with the measure before mentioned. As a result of this circumstance, it was learned that the proceedings were turned over to the Criminal Chamber for the allocation of the court to investigate the possible commission of a crime of disobedience. As of the date of issuance of these Consolidated Financial Statements there has been no news about the progress of this cause.
Faced with the evolution of the legal cases that affect it and based on the reports of its legal advisors, Puerto Retiro Management has decided to register in fiscal year 2019 an allowance equivalent to 100% of the book value of its investment property, without prejudice to reverse it when a favorable ruling is obtained in the interposed actions.
As of the date of issuance of these financial statements, there have been no changes in this regard.
9. Investment properties
Changes in the Group’s investment properties according to the fair value hierarchy for the years ended June 30, 2024 and 2023 were as follows:
|
| 06.30.2024 |
|
| 06.30.2023 |
| ||||||||||
|
| Level 2 |
|
| Level 3 |
|
| Level 2 |
|
| Level 3 |
| ||||
Fair value at the beginning of the year |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Additions |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Capitalized leasing costs |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Amortization of capitalized leasing costs (i) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Transfers |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
| ||
Disposals |
|
| ( | ) |
|
|
|
|
| ( | ) |
|
|
| ||
Currency translation adjustment |
|
| ( | ) |
|
|
|
|
| ( | ) |
|
|
| ||
Net loss from fair value adjustment |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Fair value at the end of the year |
|
|
|
|
|
|
|
|
|
|
|
| ||||
| (i) | As of June 30, 2024 and 2023, amortization charges of capitalized leasing costs were recognized in "Costs" in the Consolidated Statement of Income and Other Comprehensive Income (Note 24). |
The following is the balance by type of investment property of the Group as of June 30, 2024 and 2023:
|
| 06.30.2024 |
|
| 06.30.2023 |
| ||
Shopping Malls (i) |
|
|
|
|
|
| ||
Offices and other rental properties |
|
|
|
|
|
| ||
Undeveloped parcels of land |
|
|
|
|
|
| ||
Properties under development |
|
|
|
|
|
| ||
Others |
|
|
|
|
|
| ||
Total |
|
|
|
|
|
| ||
| (i) | Includes parking spaces. |
Certain investment property assets of the Group have been mortgaged or restricted to secure some of the Group’s trade and other payables. The net book value of those properties as of June 30, 2024 and 2023 is as follows:
|
| 06.30.2024 |
|
| 06.30.2023 |
| ||
Córdoba Shopping (i) |
|
|
|
|
|
| ||
Total |
|
|
|
|
|
| ||
| (i) | A portion of the Córdoba Shopping mall property is encumbered with an antichresis right as collateral for an advance rent received from NAI International II Inc. amounting to ARS 2,056 million and ARS 2,025 million, as of June 30, 2024 and 2023, respectively, (included in “Trade and other payables” in the Consolidated Statement of Financial Position). |
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The following amounts have been recognized in the Consolidated Statement of Income and Other Comprehensive Income:
|
| 06.30.2024 |
|
| 06.30.2023 |
|
| 06.30.2022 |
| |||
Revenues (Note 23) |
|
|
|
|
|
|
|
|
| |||
Direct operating costs |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Development costs |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Net realized gain for the year (i) |
|
|
|
|
|
|
|
|
| |||
Net unrealized loss for the year (ii) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
| (i) | As of June 30, 2024 corresponds (ARS 18,307) to the realized result from fair value adjustment for the year ((ARS 18,270) for the Ezpeleta land plot barter agreement, ARS 5,797 for the sale of floors in the “261 Della Paolera” building, (ARS 5,764) for the sale of Maple Building, (ARS 60) for the sale of parking spaces located at 1020 Madero Avenue and (ARS 10) for the sale of parking spaces in Libertador 498) and ARS 49,582 for realized result from fair value adjustment made in previous years (ARS 19,890 for the Ezpeleta land plot barter agreement, ARS 22,158 for the sale of floors in the “261 Della Paolera” building, ARS 7,150 for the sale of Maple Building, ARS 181 for the sale of parking spaces located at 1020 Madero Avenue and ARS 203 for the sale of parking spaces in Libertador 498). As of June 30, 2023, ARS 1,564 corresponds to the result for changes in the fair value realized for the year ((ARS 308) from the sale of parking spaces in Libertador 498 building, ARS 1,872 from the sale of 261 Della Paollera) and ARS 43,413 from the result of changes in the fair value made in previous years (ARS 687 from the sale of parking spaces in Libertador 498 building, ARS 42,726 from the sale of 261 Della Paollera’s floors). As of June 30, 2022, (ARS 76,193) corresponds to the result for changes in the fair value realized for the year ((ARS 825) from the sale of Casona Hudson, (ARS 175) from the sale of Merlo land, (ARS 201) from the sale of Mariano Acosta land, (ARS 832) from the sale of parking spaces in Libertador 498 building, (ARS 21,890) from the sale of 261 Della Paollera and (ARS 52,270) from the sale of República building) and ARS 188,165 from the result of changes in the fair value made in previous years (ARS 970 from the Casona Hudson sale, ARS 840 from the Merlo land sale, ARS 803 from the Mariano Acosta land sale, ARS 1,739 from the sale of parking spaces in Libertador 498 building, ARS 63,721 from the sale of floors in the “261 Della Paolera” building and ARS 120,092 from the sale of República Building). |
| (ii) | It includes the result from changes in the fair value of those investment properties that are in the portfolio and have not yet been sold. This was generated in accordance with what is described in the section named "valuation techniques", mainly affected by the macroeconomic effects of inflation and changes in the reference exchange rates mentioned therein. |
See note 5 (liquidity schedule) for details of contractual commitments related to investment properties.
Valuation processes
The Group’s investment properties were valued at each reporting date by independent professionally qualified appraisers who hold a recognized relevant professional qualification and have experience in the locations and segments of the investment properties appraised. For all investment properties, their current use equates to the highest and best use.
The Group has a team which reviews the appraisals performed by the independent appraisers (the “review team”). The review team: i) verifies all major and important assumptions relevant to the appraisal in the valuation report from the independent appraisers; ii) assesses property valuation movements compared to the valuation report from the prior period; and iii) holds discussions with the independent appraisers.
Changes in Level 2 and 3 fair values, if any, are analyzed at each reporting date during the valuation discussions between the review team and the independent appraisers. The Board of Directors ultimately approves the fair value calculation for recording into the Financial Statements.
During the annual investment property valuation process carried out in previous years, the following circumstances were identified, among other aspects: i) entry into force of the modifications in the urban planning code of the Autonomous City of Buenos Aires (CABA) with the new urban code law sanctioned in November 2020 and which entered into force in February 2021 modifying approximately one third of the current code, ii) new construction potential, iii) consolidation of new paradigms of the sector imposed by the pandemic, the general economic situation and the situation of the real estate sector that make technical, legal or economically viable buildable potentials or surpluses for alternative uses of the entire portfolio of properties.
In this sense, the shopping malls were the most affected by the aforementioned circumstances, taking into account the size of their plots and their unique and strategic locations, considering an alternative potential realization market.
The impact of the pandemic and the long-term closure of shopping malls led to a reconsideration of the possibility of mixed uses in the buildable potentials of such shopping malls, seeking a new centrality and enhancing the attractiveness in replacement of anchor stores.
On the other hand, the analysis of opening towards its surroundings and the generation of open spaces produced a new distribution of the value of the existing square meters, producing a change of focus on how to maximize said surplus square meters.
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This led to reevaluate the analysis of the value of surplus square meters that were potentially marketable, (being that historically they were the most profitable), to reconvert them to other complementary uses. The buildable potentials analyzed have unique, irreplaceable locations, with high potentials, feasible realization and very attractive from an economic point of view, this vision remains to this day.
The identified buildable potentials, identified in previous years and that remain in the current year, are included in the value of the investment property based on the methodology established for other Level 2 properties:
| 1. | Patio Bullrich, CABA |
| 2. | Alto Palermo, CABA |
| 3. | Córdoba Shopping, Córdoba |
| 4. | Alto Rosario, Rosario, Santa Fe. |
| 5. | Beruti 3345/47, (Corner of Coronel Diaz), CABA. |
Valuation techniques used for the estimation of fair value of the investment property
The Group has defined valuation techniques according to the characteristics of each property and the type of market in which these assets are located, for the purpose of considering the use of the most observable information available for the determination of fair value.
For the Shopping Malls operated by the Group there is no liquid market for the sale of properties with these characteristics that can be taken as a reference of value. Likewise, the Shopping Malls, a business whose revenue is denominated in Argentine Pesos, are highly related to the fluctuation of macroeconomic variables in Argentina, the purchasing power of individuals, the economic cycle of Gross Domestic Product (GDP) growth, the evolution of inflation and consumption, among others. Consequently, the methodology adopted by the Group for the valuation of Shopping Malls is the discounted cash flow model (“DCF”), which allows the volatility of the Argentine economy to be taken into account and its correlation with the revenue streams of the Malls and the inherent risk of the Argentine macroeconomy. The DCF methodology contemplates the use of certain unobservable valuation assumptions, which are determined based on the information and internal sources available at the date of each measurement. These assumptions mainly include the following:
| · | Future projected income flow based on the current locations, type and quality of the properties, supported by the rental contracts that the Company has signed with its tenants. Because the Company's income arises from the higher value between a Minimum Insured Fixed Value (“VMA”) and a percentage of the sales of the tenants in each Shopping Mall, estimates of the evolution of GDP and Inflation of the Argentine economy provided by external consultants to estimate the evolution of tenant sales, which present a high correlation with these macroeconomic variables. Said macroeconomic projections were contrasted with the projections prepared by the International Monetary Fund (“IMF”), the Organization for Economic Cooperation and Development (“OECD”) and with the Market Expectations Survey (“REM”), which consists of a survey prepared by the Central Bank of the Argentine Republic (“BCRA”) aimed at local and foreign specialized analysts in order to allow a systematic monitoring of the main macroeconomic forecasts in the short and medium term on the evolution of the Argentine economy. |
| · | It was considered that the revenues from all the Shopping Malls initially grow with specific recovery curves, based on their growth potential. Subsequently, they grow with the same elasticity in relation to the evolution of GDP and projected Inflation. The specific characteristics and risks of each Shopping Mall are captured through the use of the historical average EBITDA Margin of each of them. Eliminating from the average those years that, due to various factors, are not representative, such as the pandemic year. |
| · | Cash flows from future investments, expansions or improvements in Shopping Mall were not contemplated. |
| · | Terminal value: a perpetuity calculated from the cash flow from the 10th year of each Shopping Mall was considered. |
| · | The cash flow for concessions was projected until the termination date of the concession stipulated in the current contract. |
| · | Given the prevailing inflationary context and the volatility of certain macroeconomic variables, a reference long term interest rate in Argentine Pesos is not available to discount the projected cash flows from shopping malls. Consequently, the projected cash flows were dollarized through the future ARS / US$ exchange rate curve provided by an external consultant, which are contrasted to assess their reasonableness with those of the IMF, OECD, REM and the On-shore Exchange Rate Futures Market (ROFEX). Finally, dollarized cash flows were discounted with a long-term dollar rate, the weighted average capital cost rate (“WACC”), for each valuation date. |
| · | The estimation of the WACC discount rate was determined according to the following components: |
| F-52 |
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IRSA Inversiones y Representaciones Sociedad Anónima |
| a) | United State Governments Bonds risk-free rate; |
| b) | Industry beta or volatility, considering comparable companies from the United States, Brazil, Chile and Mexico, in order to contemplate the Market Risk on the risk-free rate; |
| c) | Argentine country risk considering the EMBI + Index; and |
| d) | Cost of debt and capital structure, considering that information available from the Argentine corporate market (“blue chips”) was determined as a reference, since sovereign bonds have a history of defaults. Consequently, and because IRSA, based on its representativeness and market share represents the most important entity in the sector, we have taken its relevant indicators to determine the discount rate. |
Due to the debt restructuring carried out during previous fiscal periods, which affected the composition of the group's capital structure, the use of two different discount rates was introduced in the valuation of our shopping malls: one for the flows discount and another for perpetuity. Here is the difference between the two:
| · | Discounted cash flow rate: considers the capital structure resulting from the debt restructuring. |
| · | Discount perpetuity rate: considers a market capital structure, based on comparable companies. |
The introduction of the normalized rate in perpetuity is due to the fact that we consider that the relationship between debt and capital would tend to normalize in the long term.
For offices, other rental properties, plot of lands and buildable potentials the valuation was determined using transactions of comparable market assets, since the market for these assets in Argentina is liquid and has market transactions that can be taken as reference. These values are adjusted to reflect differences in key attributes such as location, property size and quality of interior fittings (incidence adjustments). The most significant input to the comparable market approach is the price per square meter that derives from the supply and demand in force in the market at each valuation date.
Since September 2019, the real estate market has faced certain changes in terms of its operation as a consequence of the implementation of regulations applicable to the foreign exchange market. Since that date, strict exchange controls have been in effect in Argentina (see note 33), which limit, among other things: buying foreign currency in order to form external assets, prepaying debts, the purchase of foreign currency to pay for imports, making remittances of profits and dividends abroad and transferring funds abroad. Likewise, pursuant to such regulations, access to the market by natural persons for the purchase of dollars was restricted.
As a consequence of these exchange regulations, it is observed that the purchase and sales transactions for office buildings, other rental properties, land reserves, and buildable potentials may be settled in Argentine Pesos (by using an implicit foreign exchange rate higher than the official one) or in dollars. In this way, the most probable scenario is that any sale of the aforementioned assets be settled in Argentine Pesos at an implicit foreign exchange rate higher than the official one. This is evidenced by the transactions consummated by the Group prior to and after the closing of these Consolidated Financial Statements. Therefore, and given that the previously described situation remains in effect as of the date of issuance of these Consolidated Financial Statements, the Group has valued its office buildings, land reserves and buildable potentials in Argentine Pesos at the end of the year considering the situation described above, considering an implicit exchange rate higher than the official one.
In certain situations, it is complex to determine reliably the fair value of developing properties. In order to assess whether the fair value of a developing property can be determined reliably, management considers the following factors, among others:
| · | The provisions of the construction contract. |
| · | The stage of completion. |
| · | Whether the project / property is standard (typical for the market) or non-standard. |
| · | The level of reliability of cash inflows after completion. |
| · | The specific development risk of the property. |
| · | Previous experience with similar constructions. |
| · | Status of construction permits. |
| · | The feasibility studies of infrastructure links. |
There were no changes in the valuation techniques during the year.
| F-53 |
| Table of Contents |
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The following table presents information regarding the fair value measurements of investment properties using significant unobservable inputs (Level 3):
|
| 06.30.24 (i) |
| 06.30.23 (i) |
| 06.30.22 (i) | |||||||||||
Description | Valuation technique |
| Parameters |
| Range fiscal year 2024 / 2023 / 2022 |
| Increase |
| Decrease |
| Increase |
| Decrease |
| Increase |
| Decrease |
Shopping Malls (Level 3) |
| Discount cash flows rate |
|
| ( |
|
| ( |
|
| ( |
| |||||
| Discount perpetually rate |
|
| ( |
|
| ( |
|
| ( |
| ||||||
| Growth rate |
|
|
| ( |
|
| ( |
|
| ( | ||||||
| Inflation |
| (*) |
|
| ( |
|
| ( |
|
| ( | |||||
| Devaluation |
| (*) |
| ( |
|
| ( |
|
| ( |
| |||||
(*) | Fiscal year 2024: |
| Fiscal year 2023: Fiscal year 2022: |
(i) | Considering an increase or decrease of: 100 points for the discount and growth rate in Argentina, 10% for the incidence and inflation and 10% for the devaluation. |
Ramblas del Plata (former Costa Urbana) - Costanera Sur, Buenos Aires City
On December 21, 2021, it was published the law from Buenos Aires City congress approving the Regulations for the development of the property of approximately 70 hectares, owned by the Company since 1997, previously known as “Solares de Santa María”, located in front of the Río de la Plata in the South Coast of the Autonomous City of Buenos Aires, southeast of Puerto Madero. The published law grants a New Standard, designated: “U73 - Public Park and Costa Urbana Urbanization”, which enables the combination of diverse uses such as homes, offices, retail, services, public spaces, education, and entertainment.
The Company will have a construction capacity of 866,806 square meters, which will drive growth for the coming years through the development of mixed-use projects.
IRSA agreed to give in 50.8 hectares for public use, which represents approximately 71% of the total area of the property to the development of public green spaces, pedestrian streets, roadways and will contribute with three additional lots of the property, two for the Sustainable Urban Development Fund (FODUS, by its acronym in Spanish) and one for the Innovation Trust, Science and Technology of the Government of the Autonomous City of Buenos Aires, and the sum of USD
Likewise, IRSA will be in charge of the infrastructure and road works on the property and will carry out the public space works contributing up to USD 40 million together with the maintenance of the public spaces assigned for
On March 2023, Mensura was approved with a proposal for subdivision, fractioning, transfer of streets and public space. On November 15, 2023 the 3 plots were deeded in favor of the Government of the Autonomous City of Buenos Aires as well as the Public Park lot, and the 61 IRSA´s lots were created, receiving the parcel ballots corresponding to those 61 private plots on May 22, 2024.
As of June 30, 2024, the Construction Management was already hired and in the bidding process for Infrastructure Works for the start of works of Stage I (which includes the first stage of the public park that includes the central bay sector). As of the date of issuance of these Consolidated Financial Statements, the Certificate of Environmental Aptitude of Stagge I has already been obtained after the Environmental Public Hearing and begin the works for Stage 1.
| F-54 |
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“Ramblas del Plata” will change the landscape of Buenos Aires City, giving life to an undeveloped area and will be in an exceptional property due to its size, location and connectivity, providing the City the possibility of expanding and recovering access to the Río de la Plata coast with areas for walks, recreation, green spaces, public parks and mixed uses.
10. Property, plant and equipment
Changes in the Group’s property, plant and equipment for the years ended June 30, 2024 and 2023 were as follows:
|
| Buildings and facilities |
|
| Machinery and equipment |
|
| Others (i) |
|
| Total |
| ||||
Net book amount at the June 30, 2022 |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Costs |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Accumulated depreciation |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Balances at June 30, 2022 |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Additions |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Disposals |
|
| ( | ) |
|
|
|
|
| ( | ) |
|
| ( | ) | |
Currency translation adjustment |
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | ||
Transfers |
|
| ( | ) |
|
|
|
|
|
|
|
| ( | ) | ||
Depreciation charges (ii) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Net book amount at the June 30, 2023 |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Costs |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Accumulated depreciation |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Balances at June 30, 2023 |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Additions |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Disposals |
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) | |
Currency translation adjustment |
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | ||
Transfers |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Depreciation charges (ii) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Net book amount at the June 30, 2024 |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Costs |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Accumulated depreciation |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Balances at June 30, 2024 |
|
|
|
|
|
|
|
|
|
|
|
| ||||
(i) | Includes furniture and fixtures and vehicles. |
(ii) | As of June 30, 2024 and 2023, depreciation charges of property, plant and equipment were recognized: ARS |
11.Trading properties
Changes in the Group’s trading properties for the fiscal years ended June 30, 2024 and 2023 were as follows:
|
| Completed properties |
|
| Properties under development (i) |
|
| Undeveloped sites |
|
| Total |
| ||||
At June 30, 2022 |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Additions |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Currency translation adjustment |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Transfers |
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | ||
Disposals |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
At June 30, 2023 |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Additions |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Currency translation adjustment |
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) | ||
Disposals |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
| ( | ) | |
At June 30, 2024 |
|
|
|
|
|
|
|
|
|
|
|
| ||||
| F-55 |
| Table of Contents |
IRSA Inversiones y Representaciones Sociedad Anónima |
|
| June 30, 2024 |
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| June 30, 2023 |
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Non-current |
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Current |
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Total |
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(i) | Includes Zetol and Vista al Muelle plots of land, with the former being mortgaged to secure Group's borrowings. The net book value amounted to ARS |
12. Intangible assets
Changes in the Group’s intangible assets for the years ended June 30, 2024 and 2023 were as follows:
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| Goodwill |
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| Information systems and software |
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| Future units to be received from barters and others |
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| Total |
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Balance at June 30, 2022 |
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Costs |
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Accumulated amortization |
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| ( | ) |
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Net book amount at June 30, 2022 |
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Additions |
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Disposals |
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| ( | ) |
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Transfers |
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| ( | ) |
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| ( | ) | ||
Amortization charges (i) |
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| ( | ) |
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| ( | ) |
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| ( | ) | |
Balance at June 30, 2023 |
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Costs |
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Accumulated amortization |
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| ( | ) |
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| ( | ) |
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| ( | ) | |
Net book amount at June 30, 2023 |
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Additions |
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Disposals |
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| ( | ) |
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Transfers |
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Currency translation adjustment |
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Amortization charges (i) |
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| ( | ) |
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| ( | ) |
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| ( | ) | |
Balances at June 30, 2024 |
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Costs |
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Accumulated amortization |
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| ( | ) |
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| ( | ) |
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| ( | ) | |
Net book amount at June 30, 2024 |
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(i) | Amortization charge was recognized in the amount of ARS |
13. Right-of-use assets and lease liabilities
Below is the composition of the Group´s right-of-use assets as of June 30, 2024 and 2023:
|
| 06.30.2024 |
|
| 06.30.2023 |
| ||
Offices, shopping malls and other rental properties |
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Convention center |
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Total Right-of-use assets |
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Non-current |
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Total |
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| F-56 |
| Table of Contents |
IRSA Inversiones y Representaciones Sociedad Anónima |
Changes in the Group´s right-of-use assets during the fiscal years ended June 30, 2024 and 2023, were as follows:
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| 06.30.2024 |
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| 06.30.2023 |
| ||
Beginning of the year |
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Additions |
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Depreciation charges |
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| ( | ) |
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| ( | ) |
Total |
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Depreciation charge for right-of-use assets is detailed below:
|
| 06.30.2024 |
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| 06.30.2023 |
| ||
Offices, shopping malls and other rental properties |
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Machinery and equipment |
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Convention center |
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Total depreciation of right-of-use assets (i) |
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(i) | As of June 30, 2024, depreciation charges were recognized as follows: ARS |
Other charges to income related to right-of-use assets were as follows:
|
| June 30, 2024 |
|
| June 30, 2023 |
| ||
Lease liabilities interests |
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| ( | ) |
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| ( | ) |
Results from short-term leases |
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| ( | ) |
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| ( | ) |
Below is the composition of the Group’s lease liabilities for the fiscal years ended June 30, 2024 and June 30, 2023:
|
| 06.30.2024 |
|
| 06.30.2023 |
| ||
Offices, shopping malls and other rental properties |
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Convention center |
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Total lease liabilities |
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Non-current |
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Current |
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Total |
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14. Financial instruments by category
The following note presents the financial assets and financial liabilities by category and a reconciliation to the corresponding line in the Consolidated Statement of Financial Position, as appropriate. Since the line items “Trade and other receivables” and “Trade and other payables” contain both financial instruments and non-financial assets or liabilities (such as prepayments, trade receivables, trade payables in-kind and tax receivables and payables, among others), the reconciliation is shown in the columns headed “Non-financial assets” and “Non-financial liabilities”. Financial assets and liabilities measured at fair value are assigned based on their different levels in the fair value hierarchy.
IFRS 9 defines the fair value of a financial instrument as the amount for which an asset could be exchanged, or a financial liability settled, between knowledgeable, willing parties in an arm’s length transaction. All financial instruments recognized at fair value are allocated to one of the valuation hierarchy levels of IFRS 7. This valuation hierarchy provides for three levels.
In the case of Level 1, valuation is based on quoted prices (unadjusted) in active markets for identical assets and liabilities that the Company can refer to at the date of valuation. In the case of Level 2, fair value is determined by using valuation methods based on inputs directly or indirectly observable in the market. If the financial instrument concerned has a fixed contract period, the inputs used for valuation must be observable for the whole of this period. In the case of Level 3, the Group uses valuation techniques not based on inputs observable in the market. This is only permissible insofar as no market data is available. The inputs used reflect the Group’s assumptions regarding the factors which market players would consider in their pricing.
| F-57 |
| Table of Contents |
IRSA Inversiones y Representaciones Sociedad Anónima |
The Group’s Finance Division has a team in place in charge of estimating the valuation of financial assets required to be reported in the Consolidated Financial Statements, including the fair value of Level-3 instruments. The team directly reports to the Chief Financial Officer ("CFO"). The CFO and the valuation team discuss the valuation methods and results upon the acquisition of an asset and, as of the end of each reporting period.
According to the Group’s policy, transfers among the several categories of valuation are recognized when occurred, or when there are changes in the prevailing circumstances requiring the transfer.
Financial assets and financial liabilities as of June 30, 2024 are as follows:
|
| Financial assets at amortized cost |
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| Financial assets at fair value through profit or loss |
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| Subtotal financial assets |
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| Non-financial assets |
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| Total |
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| Level 1 |
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| Level 3 |
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June 30, 2024 |
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Assets as per Statements of Financial Position |
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Trade and other receivables (excluding the allowance for doubtful accounts and other receivables) (Note 15) |
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Investments in financial assets: |
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- Public companies’ securities |
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- Mutual funds |
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- Bonds |
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- Others |
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Derivative financial instruments: |
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- Options on companies |
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Cash and cash equivalents: |
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- Cash at bank and on hand |
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- Short-term investments |
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| ||||||
Total assets |
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|
| Financial liabilities at amortized cost |
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| Financial liabilities at fair value through profit or loss |
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| Subtotal financial liabilities |
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| Non-financial liabilities |
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| Total |
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| Level 1 |
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| Level 3 |
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June 30, 2024 |
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| ||||||
Liabilities as per Statements of Financial Position |
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| ||||||
Trade and other payables (Note 18) |
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| ||||||
Borrowings (Note 20) |
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| ||||||
Derivative financial instruments: |
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|
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|
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|
- Bond futures |
|
|
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|
|
|
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| ||||||
Total liabilities |
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| ||||||
Financial assets and financial liabilities as of June 30, 2023 were as follows:
|
| Financial assets at amortized cost |
|
| Financial assets at fair value through profit or loss |
|
| Subtotal financial assets |
|
| Non-financial assets |
|
| Total |
| |||||
|
|
|
|
| Level 1 |
|
|
|
|
|
|
|
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| |||||
June 30, 2023 |
|
|
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|
|
|
|
|
|
|
|
|
| |||||
Assets as per Statements of Financial Position |
|
|
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|
|
|
|
|
|
|
|
|
|
|
| |||||
Trade and other receivables (excluding the allowance for doubtful accounts and other receivables) (Note 15) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Investments in financial assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- Public companies’ securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
- Mutual funds |
|
|
|
|
|
|
|
|
|
|
|
|
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|
| |||||
- Bonds |
|
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| |||||
- Others |
|
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| |||||
Cash and cash equivalents: |
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- Cash at bank and on hand |
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| |||||
- Short term investments |
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| |||||
Total assets |
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| |||||
| F-58 |
| Table of Contents |
IRSA Inversiones y Representaciones Sociedad Anónima |
|
| Financial liabilities at amortized cost |
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| Financial liabilities at fair value through profit or loss |
|
| Subtotal financial liabilities |
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| Non-financial liabilities |
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| Total |
| |||||
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| Level 1 |
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June 30, 2023 |
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| |||||
Liabilities as per Statements of Financial Position |
|
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Trade and other payables (Note 18) |
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|
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| |||||
Borrowings (Note 20) |
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| |||||
Derivative financial instruments: |
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- Bond futures |
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| |||||
Total liabilities |
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The following are details of the book value of financial instruments recognized, which were offset in the statements of financial position:
|
| 06.30.2024 |
|
| 06.30.2023 |
| ||||||||||||||||||
|
| Gross amounts recognized |
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| Gross amounts offset |
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| Net amount presented |
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| Gross amounts recognized |
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| Gross amounts offset |
|
| Net amount presented |
| ||||||
Financial assets |
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| ||||||
Trade and other receivables (excluding the allowance for doubtful accounts and other receivables) |
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| ( | ) |
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| ( | ) |
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Financial liabilities |
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Trade and other payables |
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Income, expense, gains and losses on financial instruments can be assigned to the following categories:
|
| Financial assets / liabilities at amortized cost |
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| Financial assets / liabilities at fair value through profit or loss |
|
| Total |
| |||
June 30, 2024 |
|
|
|
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| |||
Interest income |
|
|
|
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|
|
| |||
Interest expense |
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| ( | ) |
|
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| ( | ) | |
Interest expense on lease liabilities |
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| ( | ) |
|
|
|
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| ( | ) | |
Foreign exchange gains, net |
|
|
|
|
|
|
|
|
| |||
Loss from repurchase of NCN |
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| ( | ) |
|
|
|
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| ( | ) | |
Fair value gain on financial assets at fair value through profit or loss |
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|
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| |||
Interest and allowances generated by operating credits |
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|
|
|
|
| |||
Loss from derivative financial instruments, net |
|
|
|
|
| ( | ) |
|
| ( | ) | |
Other finance costs |
|
| ( | ) |
|
|
|
|
| ( | ) | |
Total financial instruments (i) |
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| ( | ) |
|
|
|
|
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| ||
| F-59 |
| Table of Contents |
|
| Financial assets / liabilities at amortized cost |
|
| Financial assets / liabilities at fair value through profit or loss |
|
| Total |
| |||
June 30, 2023 |
|
|
|
|
|
|
|
|
| |||
Interest income |
|
|
|
|
|
|
|
|
| |||
Interest expense |
|
| ( | ) |
|
|
|
|
| ( | ) | |
Interest expense on lease liabilities |
|
| ( | ) |
|
|
|
|
| ( | ) | |
Foreign exchange gains, net |
|
|
|
|
|
|
|
|
| |||
Gain from repurchase of NCN |
|
|
|
|
|
|
|
|
| |||
Fair value gain on financial assets at fair value through profit or loss |
|
|
|
|
|
|
|
|
| |||
Interest and allowances generated by operating credits |
|
|
|
|
|
|
|
|
| |||
Gain from derivative financial instruments, net |
|
|
|
|
|
|
|
|
| |||
Other finance costs |
|
| ( | ) |
|
|
|
|
| ( | ) | |
Total financial instruments (i) |
|
| ( | ) |
|
|
|
|
|
| ||
|
| Financial assets / liabilities at amortized cost |
|
| Financial assets / liabilities at fair value through profit or loss |
|
| Total |
| |||
June 30, 2022 |
|
|
|
|
|
|
|
|
| |||
Interest income |
|
|
|
|
|
|
|
|
| |||
Interest expense |
|
| ( | ) |
|
|
|
|
| ( | ) | |
Interest expense on lease liabilities |
|
| ( | ) |
|
|
|
|
| ( | ) | |
Foreign exchange gains, net |
|
|
|
|
|
|
|
|
| |||
Gain from repurchase of NCN |
|
|
|
|
|
|
|
|
| |||
Fair value gain on financial assets at fair value through profit or loss |
|
|
|
|
|
|
|
|
| |||
Interest and allowances generated by operating credits |
|
|
|
|
|
|
|
|
| |||
Gain from derivative financial instruments, net |
|
|
|
|
|
|
|
|
| |||
Other finance costs |
|
| ( | ) |
|
|
|
|
| ( | ) | |
Total financial instruments (i) |
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|
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|
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| |||
(i) | Included within “Financial results, net“ in the Consolidated Statement of Income and Other Comprehensive Income, with the exception of interest and discount generated by operating assets, which are included within "Other operating results, net". |
During the fiscal year ended June 30, 2024 and 2023, there were no transfers between levels of hierarchy of the fair value. When there are no quoted prices available in an active market, fair values (especially derivative instruments) are based on recognized valuation methods. The Group uses a range of valuation models for the measurement of Level 3 instruments, details of which may be obtained from the following table.
Description |
| Pricing model / method |
| Parameters |
| Fair value hierarchy |
| Range |
|
|
| Level 3 |
|
As of June 30, 2024, there are no changes in economic or business circumstances that affect the fair value of the Group's financial assets and liabilities that were not considered in the fair value estimation.
| F-60 |
| Table of Contents |
IRSA Inversiones y Representaciones Sociedad Anónima |
15. Trade and other receivables
Group’s trade and other receivables as of June 30, 2024 and 2023 were as follows:
|
| 06.30.2024 |
|
| 06.30.2023 |
| ||
Sale, leases and services receivables |
|
|
|
|
|
| ||
Less: Allowance for doubtful accounts |
|
| ( | ) |
|
| ( | ) |
Total trade receivables |
|
|
|
|
|
| ||
Borrowings, deposits and others |
|
|
|
|
|
| ||
Advances to suppliers |
|
|
|
|
|
| ||
Tax receivables |
|
|
|
|
|
| ||
Prepaid expenses |
|
|
|
|
|
| ||
Long-term incentive plan |
|
|
|
|
|
| ||
Dividends receivable |
|
|
|
|
|
| ||
Others |
|
|
|
|
|
| ||
Total other receivables |
|
|
|
|
|
| ||
Total trade and other receivables |
|
|
|
|
|
| ||
Non-current |
|
|
|
|
|
| ||
Current |
|
|
|
|
|
| ||
Total |
|
|
|
|
|
| ||
| F-61 |
| Table of Contents |
IRSA Inversiones y Representaciones Sociedad Anónima |
Book amounts of Group's trade and other receivables in foreign currencies are detailed in Note 32.
Trade accounts receivables are presented in the Consolidated Statement of Financial Position net of allowances for doubtful accounts. Impairment policies and procedures by type of receivables are discussed in detail in Note 2. Movements on the Group’s allowance for doubtful accounts were as follows:
|
| 06.30.2024 |
|
| 06.30.2023 |
| ||
Beginning of the year |
|
|
|
|
|
| ||
Additions (i) |
|
|
|
|
|
| ||
Recovery (i) |
|
| ( | ) |
|
| ( | ) |
Exchange rate differences |
|
|
|
|
|
| ||
Receivables written off during the year as uncollectible |
|
| ( | ) |
|
|
| |
Inflation adjustment |
|
| ( | ) |
|
| ( | ) |
End of the year (i) |
|
|
|
|
|
| ||
(i) Additions and recovery of the provision for impaired receivables have been included in “Selling expenses” in the Consolidated Statement of Income and Other Comprehensive Income (Note 24).
The Group’s trade receivables comprise several classes. The maximum exposure to credit risk at the reporting date is the carrying amount of each class of receivables (see Note 5). The Group also has receivables from related parties neither of them is due nor impaired.
Due to the distinct characteristics of each type of receivables, an aging analysis of past due unimpaired and impaired receivables is shown by type and class, as of June 30, 2024 and 2023 (a column of non-past due receivables is also included so that the totals can be reconciled with the amounts appearing on the Consolidated Statement of Financial Position):
|
| Past due |
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||
|
| Up to 3 months |
|
| From 3 to 6 months |
|
| Over 6 months |
|
| Non-past due |
|
| Impaired |
|
| Total |
|
| % of representation |
| |||||||
Leases and services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| % | |||||||
Sale of properties and developments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| % | |||||||
Total as of June 30, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| % | |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Leases and services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| % | |||||||
Sale of properties and developments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| % | |||||||
Total as of June 30, 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| % | |||||||
16. Cash flow information
Following is a detailed description of cash flows generated by the Group’s operations for the years ended June 30, 2024, 2023 and 2022:
|
| Note |
|
| 06.30.2024 |
|
| 06.30.2023 |
|
| 06.30.2022 |
| ||||
(Loss) / profit for the year |
|
|
|
|
| ( | ) |
|
|
|
|
|
| |||
Adjustments for: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Income tax |
|
| 21 |
|
|
| ( | ) |
|
| ( | ) |
|
|
| |
Amortization and depreciation |
|
| 24 |
|
|
|
|
|
|
|
|
|
| |||
Loss from disposal of property, plant and equipment |
|
| 26 |
|
|
|
|
|
|
|
|
|
| |||
Net loss / (gain) from fair value adjustment of investment properties |
|
| 9 |
|
|
|
|
|
|
|
|
| ( | ) | ||
Impairment of others assets |
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Loss from disposal of associates and joint ventures |
|
| 26 |
|
|
|
|
|
|
|
|
|
| |||
Realization of currency translation adjustment |
|
| 26 |
|
|
|
|
|
| ( | ) |
|
|
| ||
Gain on sale of trading properties |
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
|
| |
Financial results, net |
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Provisions and allowances |
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Share of (profit) / loss of associates and joint ventures |
|
| 8 |
|
|
| ( | ) |
|
| ( | ) |
|
|
| |
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
| - |
|
Decrease / (increase) in inventories |
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | |
(Increase) / decrease in trading properties |
|
|
|
|
|
| ( | ) |
|
|
|
|
|
| ||
Decrease / (increase) in trade and other receivables |
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | |
(Decrease) / increase in trade and other payables |
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
|
| |
(Decrease) / increase in salaries and social security liabilities |
|
|
|
|
|
| ( | ) |
|
|
|
|
|
| ||
Decrease in provisions |
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Net cash generated by operating activities before income tax paid |
|
|
|
|
|
|
|
|
|
|
|
|
| |||
| F-62 |
| Table of Contents |
IRSA Inversiones y Representaciones Sociedad Anónima |
The following table shows a detail of significant non-cash transactions occurred in the years ended June 30, 2024, 2023 and 2022:
|
| 06.30.2024 |
|
| 06.30.2023 |
|
| 06.30.2022 |
| |||
Increase of intangible assets through an increase of trade and other payables |
|
|
|
|
|
|
|
|
| |||
Issuance of non-convertible notes |
|
|
|
|
|
|
|
|
| |||
Increase in investment properties through an increase in trade and other payables |
|
|
|
|
|
|
|
|
| |||
Other comprehensive loss for the year |
|
|
|
|
|
|
|
|
| |||
Barter transactions of investment properties |
|
|
|
|
|
|
|
|
| |||
Cancellation of non-convertible notes in portfolio |
|
|
|
|
|
|
|
|
| |||
Decrease in lease liabilities through a decrease in trade and other receivables |
|
|
|
|
|
|
|
|
| |||
Decrease in investment properties through an increase in property, plant and equipment |
|
|
|
|
|
|
|
|
| |||
Decrease in property, plant and equipment through an increase in investment properties |
|
|
|
|
|
|
|
|
| |||
Decrease in property, plant and equipment through an increase in revaluation surplus |
|
|
|
|
|
|
|
|
| |||
Decrease in revaluation surplus through an increase in deferred income tax liabilities |
|
|
|
|
|
|
|
|
| |||
Increase in intangible assets through an increase in salaries and social security liabilities |
|
|
|
|
|
|
|
|
| |||
Increase in investments in associates through a decrease in investments in financial assets |
|
|
|
|
|
|
|
|
| |||
Decrease in borrowings through a decrease in trade and other receivables |
|
|
|
|
|
|
|
|
| |||
Increase in investments in associates and joint ventures through a decrease in trade and other receivables |
|
|
|
|
|
|
|
|
| |||
Increase in investments in associates and joint ventures through a decrease in investments in financial assets |
|
|
|
|
|
|
|
|
| |||
Capital contributions from non-controlling interest through a decrease of borrowings |
|
|
|
|
|
|
|
|
| |||
Capital contributions from non-controlling interest through an increase in trade and other receivables |
|
|
|
|
|
|
|
|
| |||
Decrease of trading properties through an increase in intangible assets |
|
|
|
|
|
|
|
|
| |||
Decrease in investments in financial assets through a decrease in trade and other payables |
|
|
|
|
|
|
|
|
| |||
Decrease in dividends receivable through an increase in investments in financial assets |
|
|
|
|
|
|
|
|
| |||
Decrease in Shareholders’ Equity through a decrease in trade and other receivables |
|
|
|
|
|
|
|
|
| |||
Decrease in investment properties through a decrease in investments in financial assets |
|
|
|
|
|
|
|
|
| |||
Decrease in Shareholders’ Equity through a decrease in investments in financial assets |
|
|
|
|
|
|
|
|
| |||
Increase in right-of-use assets through an increase in lease liabilities |
|
|
|
|
|
|
|
|
| |||
Increase of investments in financial assets through a decrease in trade and other receivables |
|
|
|
|
|
|
|
|
| |||
Decrease of intangible assets through an increase in investment properties |
|
|
|
|
|
|
|
|
| |||
Decrease of intangible assets through an increase in trading properties |
|
|
|
|
|
|
|
|
| |||
Increase of investment properties through a decrease in trade and other receivables |
|
|
|
|
|
|
|
|
| |||
Decrease in Shareholders’ Equity through an increase in trade and other payables |
|
|
|
|
|
|
|
|
| |||
Increase in investment properties through a decrease in trading properties |
|
|
|
|
|
|
|
|
| |||
Decrease in trading properties through a decrease in borrowings |
|
|
|
|
|
|
|
|
| |||
Decrease in investment properties through an increase in trade and other receivables |
|
|
|
|
|
|
|
|
| |||
Decrease in investments in associates and joint ventures through an increase in trade and other receivables |
|
|
|
|
|
|
|
|
| |||
Increase in intangible assets through a decrease in investment properties |
|
|
|
|
|
|
|
|
| |||
Increase in intangible assets through an increase in trade and other payables |
|
|
|
|
|
|
|
|
| |||
Increase of investments in financial assets through an increase in borrowings |
|
|
|
|
|
|
|
|
| |||
Increase in borrowings through a decrease in trade and other payables |
|
|
|
|
|
|
|
|
| |||
Increase in Shareholders’ Equity through a decrease in trade and other payables |
|
|
|
|
|
|
|
|
| |||
17. Shareholders’ Equity
Share capital and share premium
The share capital of the Company is represented by common shares with a nominal value of ARS
By Extraordinary Shareholders’ Meeting dated December 22, 2021, an increase of the capital stock of the company was approved, as a result of the merger by absorption with IRSA Propiedades Comerciales S.A. in the amount of ARS 152 million through the issuance of
By Extraordinary Shareholders’ Meeting dated April 27, 2023, an increase of the capital stock of the company was approved to the sum of ARS
| F-63 |
| Table of Contents |
IRSA Inversiones y Representaciones Sociedad Anónima |
On September 13, 2023, the Company announced that having obtained the authorizations from the CNV and the Buenos Aires Stock Exchange as resolved at the Shareholders' Meeting held on April 27, 2023, in relation to:
| (i) | an increase in the capital stock in the amount of ARS |
| (ii) | changing the nominal value of the ordinary shares |
The Company informs all shareholders who have such quality as of September 19, 2023, according to the registry maintained by Caja de Valores S.A., that from September 20, 2023, the shares distribution and the change in nominal value was made simultaneously and the entry of the change of
Regarding the shareholders who, because of the entry in the Scriptural Registry, have fractions of common shares with a nominal value of ARS 10 and one vote per share, they were settled in cash in accordance with the listing regulations of Bolsas y Mercados Argentinos. Regarding the shareholders who, due to the exchange of shares did not reach at least one share with a nominal value of ARS 10, the necessary amount was assigned to them until the nominal value of ARS 10 is completed.
The Company share capital after the indicated operations will amount to ARS
Likewise, the Buenos Aires Stock Exchange has been requested to change the modality of the negotiation of the shares representing the share capital. Specifically, the negotiation price will be registered per share instead of being negotiated by Argentine peso (ARS) of nominal value, given that the change in nominal value, and the issuance of shares resulting from the capitalization, would produce a substantial downward effect on the share price.
This capitalization and change in the nominal value of the shares do not modify the economic values of the holdings or the percentage of participation in the share capital.
Treasury shares
On July 12, 2022, the Board of Directors extended, for a period of 120 (one hundred twenty) days from the day following the publication date of the information in the Daily Bulletin of the Buenos Aires Stock Exchange (“BCBA”), the share buyback program that was approved by resolution of the management body on March 11, 2022. The remaining terms and conditions set for the acquisition of the company's shares, which were duly communicated to the investing public, remain in effect.
On September 21, 2022,
| F-64 |
| Table of Contents |
IRSA Inversiones y Representaciones Sociedad Anónima |
On June 15, 2023, the Board of Directors of IRSA approved a new program for the repurchase of securities issued by the Company and established the terms and conditions for the acquisition of its own shares, under the terms of Article 64 of Law No. 26,831 and the regulations of the CNV. This is for up to a maximum amount of ARS
The Company reported that on September 5, 2023, the Company's Board of Directors resolved to modify the acquisition price of its own shares, establishing a maximum value of USD 9 per GDS and up to a maximum value in pesos of ARS
On November 6, 2023, the Board of Directors resolved to extend the term of the shares repurchase program for an additional period of
On November 29, 2023, the Board of Directors resolved to modify the acquisition price of its own shares, establishing a maximum value of USD 11.00 per GDS and up to a maximum value in pesos of ARS
On January 4, 2024,
On January 4, 2024,
On March 20, 2024,
On April 22, 2024, the Company announced the completion of the share buyback program approved on March 20, 2024, having acquired the equivalent of
Since the beginning of the program approved on June 15, 2023, including the programs approved on January 4 and March 20, 2024, and until the closing date of these Consolidated Financial Statements, the Company acquired
| F-65 |
| Table of Contents |
IRSA Inversiones y Representaciones Sociedad Anónima |
On May 30, 2024, the Board of Directors has approved the incorporation into the Company’s own portfolio of the shares not currently registered under the custody of Caja de Valores S.A. derived from an exchange process carried out in 1994 that were timely exchanged for shares of the company Sociedad Anónima Mercado del Abasto (“SAMAP”) (later Alto Palermo S.A., then IRSA Propiedades Comerciales S.A. by a change in the corporate name and currently IRSA, after the merger process of 2022). Given the time elapsed, and after making significant and public efforts to enable the holders of these shares to complete the corresponding exchange, the Board has decided to apply the liberatory prescription provided for in the Civil and Commercial Code, having met the assumptions for its exercise: lapse of time during the legal term (10 years) and creditor’s inaction.
Consequently, the Company received
Inflation adjustment of share capital
The inflation adjustment related to share capital is allocated to an inflation adjustment account that forms part of shareholders' equity. The balance of this account could be applied towards the issuance of common stock to shareholders of the Company and to the absorption of negative retained earnings.
Warrants
Common stock purchase options (warrants) are recorded as a separate component of the equity and are measured at cost; represented by fair value on the issue date using the Black-Scholes pricing model, which incorporates certain inputs assumptions, including shares price and volatility, risk-free interest rate, and warrant maturity.
At the time of the exercise of the warrants by the holders, the warrants are transferred to share capital for the nominal value of the issued shares and the difference with the product is recognized in the share premium.
Legal reserve
Special reserve Resolution CNV 609/12 - Retained earnings
The CNV, through General Ruling N° 562/9 and 576/10, has provided for the application of Technical Resolutions N° 26 and 29 of the FACPCE, which adopt the IFRS, as issued by the IASB, for companies subject to the public offering regime ruled by Law 17,811, due to the listing of their shares or corporate notes, and for entities that have applied for authorization to be listed under the mentioned regime. The Company has applied IFRS, as issued by the IASB, for the first time in the year beginning July 1st, 2012, being its transition date July 1st, 2011. Pursuant to CNV General Ruling N° 609/12, the Company set up a special reserve reflecting the positive difference between the balance of retained earnings disclosed in the first Financial Statements prepared according to IFRS and the balance of retained earnings disclosed in the last Financial Statements prepared in accordance with previously effective accounting standards. The reserve recorded amounted to ARS 395, which as of June 30, 2017 were fully used to absorb the negative balances in the retained earnings account. During the fiscal year ended June 30, 2017, the Company’s Board of Directors decided to change the accounting policy of investment property from the cost method to the fair value method, as allowed by IAS 40, this situation generated the balance currently held by the mentioned reserve. According to the resolution that established it, the reserve may be released for capitalization or to absorb any potential negative balances in the “Accumulated deficit” account.
Special reserve
The Ordinary and Extraordinary General Meeting of Shareholders on October 31, 2017 constituted a special reserve which was subsequently utilized to absorb losses and as of June 30, 2024 amounts to ARS
| F-66 |
| Table of Contents |
IRSA Inversiones y Representaciones Sociedad Anónima |
Additional paid-in capital from treasury shares
Upon sale of treasury shares, the difference between the net realizable value of the treasury shares sold and the acquisition cost will be recognized, whether it is a gain or a loss, under the non-capitalized contribution account and will be known as “Treasury shares trading premium”.
Dividends
During the fiscal year ended June 30, 2022 there was no distribution of dividends.
On October 5, 2023, the General Ordinary and Extraordinary Shareholders’ Meeting resolved to pay dividends for the sum of ARS 64,000 million. Furthermore, on May 2, 2024, during a Board of Directors meeting in accordance with the delegation resolved by the General Ordinary and Extraordinary Shareholders’ Meeting of IRSA hold on October 28, 2022, regarding the use and allocation of the discretionary reserve, the payment of a cash dividend for the sum of ARS
The amounts are expressed in currency defined as approved by the Ordinary and Extraordinary Shareholders' Meeting.
18. Trade and other payables
Group’s trade and other payables as of June 30, 2024 and 2023 were as follows:
|
| 06.30.2024 |
|
| 06.30.2023 |
| ||
Customers´ advances (*) |
|
|
|
|
|
| ||
Trade payables |
|
|
|
|
|
| ||
Accrued invoices |
|
|
|
|
|
| ||
Admission fees (*) |
|
|
|
|
|
| ||
Other income to be accrued |
|
|
|
|
|
| ||
Tenant deposits |
|
|
|
|
|
| ||
Total trade payables |
|
|
|
|
|
| ||
Taxes payable |
|
|
|
|
|
| ||
Other payables |
|
|
|
|
|
| ||
Total other payables |
|
|
|
|
|
| ||
Total trade and other payables |
|
|
|
|
|
| ||
Non-current |
|
|
|
|
|
| ||
Current |
|
|
|
|
|
| ||
Total |
|
|
|
|
|
| ||
(*) Corresponds mainly to admission rights and rents collected in advance, which will accrue in an average term of
19. Provisions
The Group is subject to claims, lawsuits and other legal proceedings in the ordinary course of business, including claims from clients where a third party seeks reimbursement or damages. The Group’s responsibility under such claims, lawsuits and legal proceedings cannot be estimated with certainty. From time to time, the status of each major issue is evaluated and its potential financial exposure is assessed. If the potential loss involved in the claim or proceeding is deemed probable and the amount may be reasonably estimated, a liability is recorded. The Group estimates the amount of such liability based on the available information and in accordance with the provisions of the IFRS Accounting Standards. If additional information becomes available, the Group will make an evaluation of claims, lawsuits and other outstanding proceedings, and will revise its estimates.
| F-67 |
| Table of Contents |
IRSA Inversiones y Representaciones Sociedad Anónima |
The following table shows the movements in the Group's provisions categorized by type:
|
| Legal claims (iii) |
|
| Investments in associates and joint ventures (ii) |
|
| Total |
| |||
As of 06.30.22 |
|
|
|
|
|
|
|
|
| |||
Additions (i) |
|
|
|
|
|
|
|
|
| |||
Share of profit of associates |
|
|
|
|
| ( | ) |
|
| ( | ) | |
Recovery (i) |
|
| ( | ) |
|
|
|
|
| ( | ) | |
Used during the year |
|
| ( | ) |
|
|
|
|
| ( | ) | |
Inflation adjustment |
|
| ( | ) |
|
|
|
|
| ( | ) | |
As of 06.30.2023 |
|
|
|
|
|
|
|
|
| |||
Additions (i) |
|
|
|
|
|
|
|
|
| |||
Share of loss of associates |
|
|
|
|
|
|
|
|
| |||
Recovery (i) |
|
| ( | ) |
|
|
|
|
| ( | ) | |
Used during the year |
|
| ( | ) |
|
|
|
|
| ( | ) | |
Inflation adjustment |
|
| ( | ) |
|
|
|
|
| ( | ) | |
As of 06.30.2024 |
|
|
|
|
|
|
|
|
| |||
|
| 06.30.2024 |
|
| 06.30.2023 |
| ||
Non-Current |
|
|
|
|
|
| ||
Current |
|
|
|
|
|
| ||
Total |
|
|
|
|
|
| ||
(i) | Additions and recoveries are included in "Other operating results, net". |
(ii) | Corresponds to the equity interest in Puerto Retiro. Additions and recoveries are included in "Share of profit / (loss) of associates and joint ventures". |
(iii) | Includes the provision for the IDBD demand |
IDBD
The Group lost control of IDBD on September 25, 2020.
On September 21, 2020, IDBD filed a lawsuit against Dolphin Netherlands B.V. (“Dolphin BV”) and IRSA before the Tel-Aviv Jaffa District Court (civil case no. 29694-09-20). The amount claimed by IDBD is NIS 140 million, alleging that Dolphin BV and IRSA breached an alleged legally binding commitment to transfer to IDBD 2 installments of NIS 70 million. On December 24, 2020, and following approval by the insolvency court, the IDBD trustee filed a motion to dismiss the claim, maintaining the right as IDBD trustee, to file a new inter alia claim in the same matter, after conduct an investigation into the reasons for IDBD's insolvency. On December 24, 2020, the court entered a judgment to dismiss the claim as requested. On October 31, 2021, the Insolvency Commissioner notified that he did not oppose the motion, and on that same date, the court affirmed the motion initiated by the trustee of IDBD.
On December 26, 2021 IDBD filed the lawsuit against Dolphin BV and IRSA for the sum of NIS 140 million.
On January 30, 2023, a copy of the lawsuit was sent to us and we evaluated the legal defense alternatives for the company's interests. During the fiscal year 2023 and to date, the process has followed its natural course and the Company has responded to all the requirements that have been made.
On January 17, 2024, the Court rejected the request for inhibition of assets and seizure of IRSA requested by IDBD. A hearing date has been set on the file dealing with the appeal of jurisdiction and notification of the lawsuit. A hearing date has also been set for the main claim file, which is in the evidentiary stage.
On April 9, 2024, the Court rejected the appeal filed by IRSA regarding the applicable jurisdiction and the form of notification of the claim, ordering that IRSA and Dolphin pay IDBD the sum of NIS 25,000 as expenses. The Court's decision was appealed to the Supreme Court on June 16, 2024 and on June 18, 2024, the Supreme Court refused to address the issue raised.
September 15, 2024 has been set as the deadline for IDBD, IRSA and Dolphin to report to the Court the status of the documentation exchange process. In this process, the parties show each other the requested documentation as part of the evidentiary stage. In a preliminary hearing the parties discussed document requests and agreed to attempt to reach a consensus on the facts of the case. In that hearing, the parties were given until October to present witnesses.
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The company is discussing the origin of the claim in terms of its passive legitimacy and, subsidiarily, refuting the substantive arguments raised by IDBD. Notwithstanding this, based on the analysis of the Company's lawyers based on the actions carried out to date, an accounting provision related to this claim has been recorded under the applicable accounting standards. As of the date of issuance of these financial statements, the process is still in progress.
20. Borrowings
The breakdown and the fair value of the Group borrowings as of June 30, 2024 and 2023 was as follows:
|
| Book value |
|
| Fair value |
| ||||||||||
|
| 06.30.2024 |
|
| 06.30.2023 |
|
| 06.30.2024 |
|
| 06.30.2023 |
| ||||
Non-convertible notes |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Bank loans and others |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Bank overdrafts |
|
|
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|
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|
|
| ||||
Other borrowings |
|
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|
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|
|
|
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|
|
|
| ||||
Loans with non-controlling interests |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Total borrowings |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Non-current |
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|
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|
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| ||
Current |
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|
|
|
| ||
Total |
|
|
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|
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|
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|
|
| ||
As of June 30, 2024 and 2023, total borrowings include collateralized liabilities (seller financing, leases and bank loans) of ARS
The terms of the loans include standard covenants for this type of financial operations. As of the date of these Consolidated Financial Statements, the Group has complied with the covenants contemplated in its respective loan agreements.
The maturity of the Group's borrowings is as follows:
|
| 06.30.2024 |
|
| 06.30.2023 |
| ||
Capital |
|
|
|
|
|
| ||
Less than 1 year |
|
|
|
|
|
| ||
Between 1 and 2 years |
|
|
|
|
|
| ||
Between 2 and 3 years |
|
|
|
|
|
| ||
Between 3 and 4 years |
|
|
|
|
|
| ||
Between 4 and 5 years |
|
|
|
|
|
| ||
|
|
|
|
|
|
| ||
Interest |
|
|
|
|
|
|
|
|
Less than 1 year |
|
|
|
|
|
| ||
Between 1 and 2 years |
|
|
|
|
|
| ||
Between 2 and 3 years |
|
|
|
|
|
| ||
Between 3 and 4 years |
|
|
|
|
|
| ||
|
|
|
|
|
|
| ||
|
|
|
|
|
|
| ||
The following table shows a breakdown of Group’s borrowing by type of fixed-rate and floating-rate, per currency denomination and per functional currency of the subsidiary that holds the loans for the fiscal years ended June 30, 2024 and 2023.
|
| 06.30.2024 |
| |||||||||
Rate per currency |
| Argentine Peso |
|
| US dollar |
|
| Total |
| |||
Fixed rate: |
|
|
|
|
|
|
|
|
| |||
Argentine Peso |
|
|
|
|
|
|
|
|
| |||
US Dollar |
|
|
|
|
|
|
|
|
| |||
Subtotal fixed-rate borrowings |
|
|
|
|
|
|
|
|
| |||
Floating rate: |
|
|
|
|
|
|
|
|
|
|
|
|
Argentine Peso |
|
|
|
|
|
|
|
|
| |||
Subtotal floating-rate borrowings |
|
|
|
|
|
|
|
|
| |||
Total borrowings as per analysis |
|
|
|
|
|
|
|
|
| |||
Total borrowings as per Statement of Financial Position |
|
|
|
|
|
|
|
|
| |||
| F-69 |
| Table of Contents |
IRSA Inversiones y Representaciones Sociedad Anónima |
|
| 06.30.2023 |
| |||||||||
Rate per currency |
| Argentine Peso |
|
| US dollar |
|
| Total |
| |||
Fixed rate: |
|
|
|
|
|
|
|
|
| |||
Argentine Peso |
|
|
|
|
|
|
|
|
| |||
US Dollar |
|
|
|
|
|
|
|
|
| |||
Subtotal fixed-rate borrowings |
|
|
|
|
|
|
|
|
| |||
Floating rate: |
|
|
|
|
|
|
|
|
|
|
|
|
Argentine Peso |
|
|
|
|
|
|
|
|
| |||
Subtotal floating-rate borrowings |
|
|
|
|
|
|
|
|
| |||
Total borrowings as per analysis |
|
|
|
|
|
|
|
|
| |||
Total borrowings as per Statement of Financial Position |
|
|
|
|
|
|
|
|
| |||
The following describes the debt issuances made by the Group for the years ended June 30, 2024 and 2023:
Entity |
| Class |
| Issuance / expansion date |
| Amount in original currency |
| Maturity date |
| Interest rate |
| Principal payment |
| Interest payment |
IRSA |
| Series XIV |
|
| USD |
|
|
|
| |||||
IRSA |
| Series XV |
|
| USD |
|
|
|
| |||||
IRSA |
| Series XVI |
|
| USD |
|
|
|
| |||||
IRSA |
| Series XVII |
|
| USD |
|
|
|
| |||||
IRSA |
| Series XVIII |
|
| USD |
|
|
|
| |||||
IRSA |
| Series XIX |
|
| ARS |
|
|
|
| |||||
IRSA |
| Series XX |
|
| USD |
|
|
|
| |||||
IRSA |
| Series XXI |
|
| ARS |
|
|
|
|
The following table shows a detail of evolution of borrowing during the years ended June 30, 2024 and 2023:
|
| 06.30.2024 |
|
| 06.30.2023 |
| ||
Balance at the beginning of the year |
|
|
|
|
|
| ||
Borrowings |
|
|
|
|
|
| ||
Payment of borrowings |
|
| ( | ) |
|
| ( | ) |
Collection / (payment) of short term loans, net |
|
|
|
|
| ( | ) | |
Interests paid |
|
| ( | ) |
|
| ( | ) |
Accrued interests |
|
|
|
|
|
| ||
Cumulative translation adjustment and exchange differences, net |
|
|
|
|
|
| ||
Inflation adjustment |
|
| ( | ) |
|
| ( | ) |
Reclassifications and other movements |
|
|
|
|
| ( | ) | |
Balance at the end of the year |
|
|
|
|
|
| ||
Series XII Notes Redemption
On December 28, 2023, IRSA notified the holders of Series XII Notes of the early redemption of all of them for a principal amount of UVA 53,784,674 (equivalent to ARS
Series XVIII and XIX Notes
On February 28, 2024, IRSA issued Series XVIII and XIX Notes in the local market for a total amount of USD 52.6 million. Below are the main characteristics of the issuance:
| · | |
|
|
|
| · |
The funds will be used as defined in the issuance documents.
| F-70 |
| Table of Contents |
IRSA Inversiones y Representaciones Sociedad Anónima |
Series XX and XXI Notes
On June 10, 2024, IRSA issued Series XX and XXI Notes in the local market for a total amount of USD 42.0 million. Below are the main characteristics of the issuance:
| · | |
|
|
|
| · |
The funds will be used as defined in the issuance documents.
21. Taxes
The Group’s income tax has been calculated on the estimated taxable profit for each year at the rates prevailing in the respective tax jurisdictions. The subsidiaries of the Group in the jurisdictions where the Group operates are required to calculate their income taxes on a separate basis; thus, they are not permitted to compensate subsidiaries’ losses against subsidiaries income.
Argentine tax reform
The Argentine Tax Authority established through the resolution 5248/2022 an extraordinary compulsory payment in advance of the income tax payable in 3 monthly installments, for companies that meet any of the following requirements:
| (i) | The amount of the tax determined from the affidavit corresponding to the fiscal period 2021 (closing between August and December 2021) or 2022 (closing between January and July 2022), as applicable, is equal to or greater than ARS |
|
|
|
| (ii) | The amount of the tax result that arises from the affidavit, without applying the deduction of tax losses from previous years, is equal to or greater than ARS |
The compulsory payment in advance was
The aforementioned compulsory payment in advance cannot be offset with other tax-related credits and, furthermore, should not be taken into account when a request for reduction of advances is made.
The expiration of the first installment is in October 2022 for those of the fiscal period 2021 and April 2023 for those of the fiscal period 2022.
The companies that paid the extraordinary payment on account were: IRSA, PAMSA, Fibesa and Arcos, all maturing after April 2023.
Regarding IRSA, an appeal was requested in each installment to AFIP and a precautionary measure in judicial court requesting the suspension of the effects of the resolution 5248/2022 since the payment of said advance would imply an excess of the tax obligation for the company.
Considering that the 2023 income tax affidavit was filed confirming that the tax advances were in excess of the tax obligation, the principal of those advances ceased to be claimed by the tax authorities. However, in August 2023, the AFIP demanded that IRSA pay compensatory interest. This demand was responded to with an appeal, arguing that RG 5248/22 is unconstitutional and, therefore, the claim for interest is logically invalid.
On July 8, 2024, Law 27.743 ‘Palliative and relevant tax measures’ was published. Article 8° of the law mentions the remission of interest under the payment facilities plan:
| F-71 |
| Table of Contents |
IRSA Inversiones y Representaciones Sociedad Anónima |
‘Article 8 - All compensatory and/or punitive interest corresponding to tax obligations (including ordinary and/or extraordinary advances or payments on account) cancelled prior to March 31, 2024, inclusive, shall be remitted as of right. This benefit of remission is not subject to the fulfilment of any condition or requirement other than the payment of the tax obligation prior to the aforementioned date. This remission includes compensatory and punitive interests that have been included in payment facility plans related to ordinary and/or extraordinary advances or payments on account that have been duly cancelled before March 31, 2024, inclusive. Said benefit of remission also applies when the ordinary and/or extraordinary advances or payments on account ceased or cease to be due, respectively, by virtue of the filing of tax returns that have been formalized prior to the entry into force of this regime, or by the corrective tax returns that must be filed by virtue of the regularization established in this title’.
Therefore, the case for the claim for interest has remained abstract and no claim by the tax authorities is due.
Submission of income tax presentation – IRSA
Dated November 15, 2021 IRSA CP hereinafter "the taxpayer", which has been absorbed by the Company according to what was detailed in the Note. 4.C to the Consolidated Financial Statements as of June 30, 2022, filed to the Argentine Tax Authority the income tax for the fiscal year ended June 30, 2021 applying the systemic and comprehensive inflation adjustment mechanism as detailed: restating tax amortizations according to articles 87 and 88; updating the computable cost of real estate acquired or built prior to July 1, 2018 and sold in this fiscal year under the terms of article 63; updating the loss of the fiscal period 2018, until the limit of the tax result of the exercise, following the methodology provided in article 25 and updating the costs of inventories as established in article 59, all articles mentioned belong to the income tax law (ordered text in 2019).
In the same sense, on November 16, 2022, IRSA filed to the Argentine Tax Authority the income tax for the fiscal year ended June 30, 2022, applying the same systematic and comprehensive inflation adjustment mechanism mentioned in the previous paragraph updating accumulated losses.
The non-application of the aforementioned mechanisms would have implied that the tax to be paid amounted to ARS
The aforementioned legal doctrine of the national supreme court is fully applicable to the particular case of IRSA, since the application of the regulations that do not allow the application of the integral and systematic inflation adjustment would prevent, as happened in the "Candy case", recognizing the totality of the inflationary effect in its tax balance causing the company to pay taxes on fictitious income.
As of the date of issuance of these financial statements, there are new legal precedents in line with the Company's position and the "Candy" ruling mentioned above. In late October 2022, the Supreme Court of Justice of the Nation, in the case "Telefónica de Argentina S.A. and another v. EN - AFIP - DGI regarding the General Tax Directorate," upheld the opinion of the Attorney General of the Nation issued in the "Appeal No. 1, Telefónica de Argentina S.A. and Another v. EN-AFIP DGI regarding the General Tax Directorate," asserting the inadmissibility of a tax that, in its application, would be confiscatory for the taxpayer.
Considering the foregoing, IRSA's Board of Directors together with its legal and tax advisors re-evaluated during the fiscal year 2023 the accounting decision taken at the end of the previous fiscal year 2021, in light of the new elements of judgment, and concluded that all the existing evidence and, in particular, the last sentence of the Supreme Court of Justice of the Nation, mentioned in the previous paragraph, configure a position of favorability greater than a position of rejection in higher instances in the face of a possible controversy with the Argentine Tax Authority. For all the detailed reasons, they have decided, following the guidelines established by the IFRS, to reverse the provision for the aforementioned tax registered as of June 30, 2022 and 2021 for ARS
| F-72 |
| Table of Contents |
IRSA Inversiones y Representaciones Sociedad Anónima |
In the same sense, IRSA made the provision for income tax for the year ended June 30, 2023 and 2024, applying the same systematic and comprehensive inflation adjustment criteria as the update of its accumulated losses.
Additionally, it is worth mentioning that the calculation of deferred tax for the current fiscal year includes the legal option provided in Article 195 of the Income Tax Law, which allows one-third of the tax inflation adjustment to be accounted for in this fiscal period and the remaining two-thirds to be allocated in equal parts over the next two immediate fiscal periods, provided that the requirement of certain investments in fixed assets is met in the following two fiscal periods.
The Company analyzes the recoverability of its deferred tax assets when there are events or changes in circumstances that imply a potential indication of revaluation or devaluation. The value in use is determined on the basis of projected tax cash flows.
The aforementioned cash flows are prepared based on estimates regarding the future behavior of certain variables that are sensitive in determining the recoverable value, among which are: (i) sales projections; (ii) expense projections; (iii) macroeconomic variables such as growth rates, inflation rates, exchange rates, among others.
The details of the provision for the Group’s income tax, is as follows:
|
| 06.30.2024 |
|
| 06.30.2023 |
|
| 06.30.2022 |
| |||
Current income tax (i) |
|
| ( | ) |
|
|
|
|
| ( | ) | |
Deferred income tax |
|
|
|
|
|
|
|
|
| |||
Income tax |
|
|
|
|
|
|
|
| ( | ) | ||
(i) | As of June 30, 2023, it includes reversal of the income tax provision. See “Submission of income tax presentation”. |
The statutory taxes rates in the countries where the Group operates for all of the years presented are:
Tax jurisdiction |
| Income tax rate |
| |
Argentina |
| % | ||
Uruguay |
| % | ||
U.S.A |
| % | ||
Bermuda / British Virgin Islands / Netherlands |
|
| % | |
Israel |
| % | ||
Below is a reconciliation between income tax expense and the tax calculated applying the current tax rate, applicable in the respective countries, to profit before taxes for years ended June 30, 2024, 2023 and 2022:
|
| 06.30.2024 |
|
| 06.30.2023 |
|
| 06.30.2022 |
| |||
Loss / (profit) for the year at tax rate applicable in the respective countries (i) |
|
|
|
|
|
|
|
| ( | ) | ||
Permanent differences: |
|
|
|
|
|
|
|
|
|
|
|
|
Share of loss of associates and joint ventures |
|
|
|
|
|
|
|
| ( | ) | ||
Provision of tax loss carry forwards |
|
|
|
|
| ( | ) |
|
|
| ||
Accounting Inflation adjustment permanent difference |
|
|
|
|
|
|
|
|
| |||
Difference between provision and tax return (ii) |
|
| ( | ) |
|
|
|
|
| ( | ) | |
Non-taxable profit, non-deductible expenses and others |
|
|
|
|
|
|
|
| ( | ) | ||
Tax inflation adjustment permanent difference |
|
| ( | ) |
|
|
|
|
| ( | ) | |
Income tax |
|
|
|
|
|
|
|
| ( | ) | ||
(i) | The applicable income tax rate was calculated based on the legal tax rates in the countries where the Group operates. As of June 30, 2024, the tax rate in the Argentine Republic was |
(ii) | As of June 30, 2023, it includes reversal of the income tax provision. See “Submission of income tax presentation”. |
Deferred tax assets and liabilities of the Group as of June 30, 2024 and 2023 will be recovered as follows:
|
| 06.30.2024 |
|
| 06.30.2023 |
| ||
Deferred income tax asset to be recovered after more than 12 months |
|
|
|
|
|
| ||
Deferred income tax asset to be recovered within 12 months |
|
|
|
|
|
| ||
Deferred income tax assets |
|
|
|
|
|
| ||
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| Table of Contents |
IRSA Inversiones y Representaciones Sociedad Anónima |
|
| 06.30.2024 |
|
| 06.30.2023 |
| ||
Deferred income tax liability to be recovered after more than 12 months |
|
| ( | ) |
|
| ( | ) |
Deferred income tax liability to be recovered within 12 months |
|
| ( | ) |
|
| ( | ) |
Deferred income tax liability |
|
| ( | ) |
|
| ( | ) |
Deferred income tax liabilities, net |
|
| ( | ) |
|
| ( | ) |
The movement in the deferred income tax assets and liabilities during the years ended June 30, 2024 and 2023, without taking into consideration the offsetting of balances within the same tax jurisdiction, is as follows:
|
| 06.30.2023 |
|
| Charged / (Credited) to the Consolidated Statement of Income and Other Comprehensive Income |
|
| 06.30.2024 |
| |||
Assets |
|
|
|
|
|
|
|
|
| |||
Investment properties and Property, plant and equipment |
|
|
|
|
| ( | ) |
|
|
| ||
Trade and other payables |
|
|
|
|
| ( | ) |
|
|
| ||
Tax loss carry-forwards |
|
|
|
|
|
|
|
|
| |||
Borrowings |
|
|
|
|
|
|
|
|
| |||
Trade and other receivables |
|
|
|
|
|
|
|
|
| |||
Others |
|
|
|
|
|
|
|
|
| |||
Subtotal assets |
|
|
|
|
| ( | ) |
|
|
| ||
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
Investment properties, trading properties and Property, plant and equipment |
|
| ( | ) |
|
|
|
|
| ( | ) | |
Trade and other receivables |
|
| ( | ) |
|
|
|
|
| ( | ) | |
Investments |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Tax inflation adjustment |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Intangible assets |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Others |
|
| ( | ) |
|
|
|
|
| ( | ) | |
Subtotal liabilities |
|
| ( | ) |
|
|
|
|
| ( | ) | |
Liabilities, net |
|
| ( | ) |
|
|
|
|
| ( | ) | |
|
| 06.30.2022 |
|
| Charged / (Credited) to the Consolidated Statement of Income and Other Comprehensive Income |
|
| 06.30.2023 |
| |||
Assets |
|
|
|
|
|
|
|
|
| |||
Investment properties and Property, plant and equipment |
|
|
|
|
| ( | ) |
|
|
| ||
Trade and other payables |
|
|
|
|
|
|
|
|
| |||
Tax loss carry-forwards |
|
|
|
|
|
|
|
|
| |||
Borrowings |
|
|
|
|
| ( | ) |
|
|
| ||
Others |
|
| ( | ) |
|
|
|
|
|
| ||
Subtotal assets |
|
|
|
|
|
|
|
|
| |||
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
Investment properties, trading properties and Property, plant and equipment |
|
| ( | ) |
|
|
|
|
| ( | ) | |
Trade and other receivables |
|
| ( | ) |
|
|
|
|
| ( | ) | |
Investments |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Tax inflation adjustment |
|
| ( | ) |
|
|
|
|
| ( | ) | |
Intangible assets |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Others |
|
|
|
|
| ( | ) |
|
| ( | ) | |
Subtotal liabilities |
|
| ( | ) |
|
|
|
|
| ( | ) | |
Liabilities, net |
|
| ( | ) |
|
|
|
|
| ( | ) | |
Deferred income tax assets are recognized for tax loss carry-forwards to the extent that the realization of the related tax benefits through future taxable profits is probable. Tax loss carry-forwards may have expiration dates or may be permanently available for use by the Group depending on the tax jurisdiction where the tax loss carry-forward is generated. Tax loss carry forwards in Argentina and Uruguay generally expire within 5 years.
| F-74 |
| Table of Contents |
IRSA Inversiones y Representaciones Sociedad Anónima |
As of June 30, 2024, the Group's recognized tax loss carry forward prescribed as follows:
Date of generation | Due date | Total | ||
2020 | 2025 | |||
2021 | 2026 | |||
2022 | 2027 | |||
2023 | 2028 | |||
2024 | 2029 | |||
Total cumulative tax loss carry-forwards | ||||
In order to fully realize the deferred tax asset, the respective companies of the Group will need to generate future taxable income. To this aim, a projection was made for future years when deferred assets will be deductible. Such projection is based on aspects such as the expected performance of the main macroeconomic variables affecting the business, production issues, pricing, yields and costs that make up the operational flows derived from the regular exploitation of fields and other assets of the group, the flows derived from the performance of financial assets and liabilities and the income generated by the Group’s strategy of crop rotation. Such strategy implies the purchase and/or development of fields in marginal areas or areas with a high upside potential and periodical sale of such properties that are deemed to have reached their maximum appreciation potential.
Based on the estimated and aggregate effect of all these aspects on the companies’ performance, Management estimates that as of June 30, 2024, it is probable that the Company will realize all of the deferred tax assets.
The Group did not recognize deferred income tax assets (tax loss carry forwards) of ARS 2,886 as of June 30, 2024 and ARS 2,783 as of June 30, 2023. Although the Management estimates that the business will generate sufficient income, pursuant to IAS 12, management has determined that, as a result of the recent loss history and the lack of verifiable and objective evidence due to the subsidiary’s results of operations history, there is sufficient uncertainty as to the generation of sufficient income to be able to offset losses within a reasonable timeframe, therefore, no deferred tax asset is recognized in relation to these losses.
22. Leases
The Group as lessee
In the ordinary course of business, the Group leases property or spaces for administrative or commercial use. The agreements entered into include several clauses, including but not limited, to fixed, variable or adjustable payments. Some leases were agreed upon with related parties (Note 30).
The future minimum payments that the Group must pay under leases are as follows:
|
| 06.30.2024 |
|
| 06.30.2023 |
|
| 06.30.2022 |
| |||
No later than one year |
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Later than one year and not later than five years |
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| |||
Later than five years |
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| |||
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| |||
The Group as lessor
Leases:
In the Shopping Malls segment and Offices segment, the Group enters into operating lease agreements typical in the business. Given the diversity of properties and lessees, and the various economic and regulatory jurisdictions where the Group operates, the agreements may adopt different forms, such as fixed, variable, adjustable leases, etc. For example, operating lease agreements with lessees of Shopping Malls generally include escalation clauses and contingent payments. Income from leases are recorded in the Statement of Income and Other Comprehensive Income under rental and service income in all of the filed fiscal years.
| F-75 |
| Table of Contents |
IRSA Inversiones y Representaciones Sociedad Anónima |
Rental properties are considered to be investment properties. Book value is included in Note 9. The future minimum proceeds under non-cancellable operating leases from Group’s shopping malls, offices and other buildings are as follows:
|
| 06.30.2024 |
|
| 06.30.2023 |
|
| 06.30.2022 |
| |||
No later than one year |
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| |||
Later than one year and not later than five years |
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Later than five years |
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| |||
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| |||
23. Revenues
|
| 06.30.2024 |
|
| 06.30.2023 |
|
| 06.30.2022 |
| |||
Base rent |
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| |||
Contingent rent |
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Admission rights |
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| |||
Parking fees |
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| |||
Commissions |
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| |||
Property management fees |
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| |||
Others |
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| |||
Averaging of scheduled rent escalation |
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| ( | ) |
|
| ( | ) | |
Rentals and services income |
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| |||
Revenue from hotels operation and tourism services |
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|
| |||
Sale of trading properties |
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|
| |||
Total revenues from sales, rentals and services |
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|
|
| |||
Expenses and collective promotion fund |
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|
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| |||
Total revenues from expenses and collective promotion funds |
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|
| |||
Total Group’s revenues |
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|
| |||
24. Expenses by nature
The Group disclosed expenses in the Consolidated Statement of Income and Other Comprehensive Income by function as part of the line items “Costs”, “General and administrative expenses” and “Selling expenses”. The following tables provide additional disclosure regarding expenses by nature and their relationship to the function within the Group as of June 30, 2023, 2022 and 2022:
|
| Costs |
|
| General and administrative expenses |
|
| Selling expenses |
|
| 06.30.2024 |
| ||||
Cost of sale of goods and services |
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|
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|
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|
|
| ||||
Salaries, social security costs and other personnel expenses |
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|
| ||||
Depreciation and amortization |
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| ||||
Fees and payments for services |
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| ||||
Maintenance, security, cleaning, repairs and others |
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|
|
|
|
|
|
|
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|
|
| ||||
Advertising and other selling expenses |
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|
|
|
|
|
|
|
|
|
|
| ||||
Taxes, rates and contributions |
|
|
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|
|
| ||||
Director´s fees (Note 30) |
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| ||||
Leases and service charges |
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|
| ||||
Allowance for doubtful accounts, net |
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|
| ||||
Other expenses |
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| ||||
Total as of June 30, 2024 |
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|
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| ||||
| F-76 |
| Table of Contents |
IRSA Inversiones y Representaciones Sociedad Anónima |
|
| Costs |
|
| General and administrative expenses |
|
| Selling expenses |
|
| 06.30.2023 |
| ||||
Cost of sale of goods and services |
|
|
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|
|
|
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|
|
| ||||
Salaries, social security costs and other personnel expenses |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Fees and payments for services |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Maintenance, security, cleaning, repairs and others |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Advertising and other selling expenses |
|
|
|
|
|
|
|
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|
|
|
| ||||
Taxes, rates and contributions |
|
|
|
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|
|
|
|
|
|
| ||||
Director´s fees (Note 30) |
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|
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|
| ||||
Leases and service charges |
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|
| ||||
Allowance for doubtful accounts, net |
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|
|
| ||||
Other expenses |
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|
|
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|
| ||||
Total as of June 30, 2023 |
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|
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|
|
|
|
|
|
|
|
| ||||
|
| Costs |
|
| General and administrative expenses |
|
| Selling expenses |
|
| 06.30.2022 |
| ||||
Cost of sale of goods and services |
|
|
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|
| ||||
Salaries, social security costs and other personnel expenses |
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|
| ||||
Depreciation and amortization |
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| ||||
Fees and payments for services |
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| ||||
Maintenance, security, cleaning, repairs and others |
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|
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|
| ||||
Advertising and other selling expenses |
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| ||||
Taxes, rates and contributions |
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| ||||
Director´s fees (Note 30) |
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| ||||
Leases and service charges |
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| ||||
Allowance for doubtful accounts, net |
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| ( | ) |
|
| ( | ) | ||
Other expenses |
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|
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| ||||
Total as of June 30, 2022 |
|
|
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| ||||
25. Costs
|
| 06.30.2024 |
|
| 06.30.2023 |
|
| 06.30.2022 |
| |||
Inventories at the beginning of the year (*) |
|
| 24,187 |
|
|
| 26,902 |
|
|
|
| |
Purchases and expenses |
|
|
|
|
|
|
|
|
| |||
Currency translation adjustment |
|
| ( | ) |
|
|
|
|
| ( | ) | |
Transfers |
|
|
|
|
| ( | ) |
|
|
| ||
Disposals |
|
| ( | ) |
|
| ( | ) |
|
|
| |
Inventories at the end of the year (*) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Total costs |
|
|
|
|
|
|
|
|
| |||
The following table presents the composition of the Group’s inventories for the years ended June 30, 2024 and 2023:
|
| 06.30.2024 |
|
| 06.30.2023 |
| ||
Real estate |
|
|
|
|
|
| ||
Others |
|
|
|
|
|
| ||
Total inventories at the end of the year (*) |
|
|
|
|
|
| ||
(*) Includes trading properties and inventories.
26. Other operating results, net
|
| 06.30.2024 |
|
| 06.30.2023 |
|
| 06.30.2022 |
| |||
Realization of currency translation adjustment (*) |
|
|
|
|
|
|
|
|
| |||
Donations |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Loss from disposal of associates and joint ventures |
|
| ( | ) |
|
|
|
|
|
| ||
Lawsuits and other contingencies |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Administration fees |
|
|
|
|
|
|
|
|
| |||
Interest and allowances generated by operating credits |
|
|
|
|
|
|
|
|
| |||
Loss from disposal of property, plant and equipment |
|
| ( | ) |
|
| ( | ) |
|
|
| |
Others |
|
|
|
|
|
|
|
|
| |||
Total other operating results, net |
|
| ( | ) |
|
| ( | ) |
|
|
| |
(*) Corresponds to the liquidation of Condor, Real Estate Investment Group VII LP and Jiwin S.A.
| F-77 |
| Table of Contents |
IRSA Inversiones y Representaciones Sociedad Anónima |
27. Financial results, net
|
| 06.30.2024 |
|
| 06.30.2023 |
|
| 06.30.2022 |
| |||
Finance income: |
|
|
|
|
|
|
|
|
| |||
- Interest income |
|
|
|
|
|
|
|
|
| |||
Total finance income |
|
|
|
|
|
|
|
|
| |||
Finance costs: |
|
|
|
|
|
|
|
|
|
|
|
|
- Interest expenses |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
- Other finance costs |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Total finance costs |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Other financial results: |
|
|
|
|
|
|
|
|
|
|
|
|
- Fair value gain of financial assets and liabilities at fair value through profit or loss, net |
|
|
|
|
|
|
|
|
| |||
- Exchange rate differences, net |
|
|
|
|
|
|
|
|
| |||
- (Loss) / gain from repurchase of non-convertible notes |
|
| ( | ) |
|
|
|
|
|
| ||
- (Loss) / gain from derivative financial instruments, net |
|
| ( | ) |
|
|
|
|
|
| ||
- Other financial results |
|
| ( | ) |
|
| ( | ) |
|
|
| |
Total other financial results |
|
|
|
|
|
|
|
|
| |||
- Inflation adjustment |
|
| ( | ) |
|
|
|
|
|
| ||
Total financial results, net |
|
|
|
|
|
|
|
|
| |||
28. Earnings per share
Below is a reconciliation between the weighted-average number of common shares outstanding and the diluted weighted-average number of common shares.
|
| June 30, 2024 |
|
| June 30, 2023 |
|
| June 30, 2022 |
| |||
Weighted - average outstanding shares |
|
|
|
|
|
|
|
|
| |||
Adjustments for calculation of diluted earnings per share |
|
|
|
|
|
|
|
|
|
|
|
|
Concepts that affect dilution |
|
| - |
|
|
|
|
|
|
| ||
Weighted - average diluted common shares (i) |
|
| (ii) |
|
|
|
|
|
| |||
(a) Basic
Basic earnings per share amounts are calculated in accordance with IAS 33 "Earning per share" by dividing the profit attributable to equity holders of the Group by the weighted average number of common shares outstanding during the year.
|
| June 30, 2024 |
|
| June 30, 2023 |
|
| June 30, 2022 |
| |||
(Loss) / profit for the year of continuing operations attributable to equity holders of the parent |
|
| ( | ) |
|
|
|
|
|
| ||
Weighted average number of common shares outstanding |
|
|
|
|
|
|
|
|
| |||
Basic earnings per share (i) |
|
| ( | ) |
|
|
|
|
|
| ||
(b) Diluted
Diluted earnings per share amounts are calculated by adjusting the weighted average number of common shares outstanding to assume conversion of all dilutive potential shares.
|
| June 30, 2024 |
|
| June 30, 2023 |
|
| June 30, 2022 |
| |||
(Loss) / profit for the year of continuing operations attributable to equity holders of the parent |
|
| ( | ) |
|
|
|
|
|
| ||
Weighted average number of common shares outstanding |
|
|
|
|
|
|
|
|
| |||
Diluted earnings per share (i) |
|
| ( | ) |
|
|
|
|
|
| ||
(i) EPSs for 2023 and 2022 show the comparative impact in the capital increases, where there was no corresponding change in the entity’s resources.
(ii) Given that the result for the year showed losses, there is no diluted effect of such result.
| F-78 |
| Table of Contents |
IRSA Inversiones y Representaciones Sociedad Anónima |
29. Employee benefits and share-based payments
Incentive Plan
The Group has an equity incentives plan (“Incentive Plan”), created on September 30, 2011, which is aimed at certain employees, directors and top management of the Company and Cresud (the “Participants”). Engagement was voluntary and by invitation of the Board of Directors.
Under the Incentive Plan, over the years 2011, 2012 and 2013, Participants will be entitled to receive shares ("Contributions") of the Company and Cresud based on a percentage of their annual bonus for the years 2011, 2012 and 2013, providing they remain as employees of the Company for at least five years, among other conditions required, to qualify for such Contributions. Contributions shall be held by the Company and Cresud, and as the conditions established by the Plan are verified, such contributions shall be transferred to the Participants. In spite of this, the economic rights of the shares in the portfolio assigned to said participants will be received by them.
Regarding the shares to be delivered by Cresud to the employees of the company, and for the shares to be delivered by IRSA to Cresud employees, the Group accounts the active or passive position measured at the closing date of the financial statements.
For the fiscal years ended June 30, 2024 and 2023, the Group has incurred a charge related to the Incentive Plan of ARS
Movements in the number of matching shares outstanding under the incentive plan corresponding to the Company’s contributions are as follows:
|
| 06.30.2024 |
|
| 06.30.2023 |
|
| 06.30.2022 |
| |||
At the beginning |
|
|
|
|
|
|
|
|
| |||
Granted |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
At the end |
|
|
|
|
|
|
|
|
| |||
The fair value determined at the time of granting the plan after obtaining all the corresponding authorizations was ARS
Defined contribution plan
The Group operates a defined contribution plan (the “Plan”) which covers certain selected managers.
All contributions are invested in funds administered outside of the Group. Participants or their assignees, as the case may be, will have access to the
(i) ordinary retirement in accordance with applicable labor regulations;
(ii) total or permanent incapacity or disability;
(iii) death.
On July 1, 2023, a new ILP plan came into effect, which covers certain key positions. This is a compensation plan in which participants are entitled to receive a defined contribution if the objectives set by the company for the next three fiscal years are achieved. To receive the contribution, beneficiaries are required to remain with the Company until the end of the program on June 30, 2026, and meet the objectives.
Contributions made by the Group under the Plan amount to ARS
| F-79 |
| Table of Contents |
IRSA Inversiones y Representaciones Sociedad Anónima |
30. Related party transactions
In the normal course of business, the Group conducts transactions with different entities or parties related to it.
Remunerations of the Board of Directors
The Business Companies Act of Argentina (Law N° 19,550), provides that the remuneration to the Board of Directors, where it is not set forth in the Company’s by-laws, shall be fixed by the Shareholders' Meetings. The maximum amount of remuneration that the members of the Board are allowed to receive, including salary and other performance-based remuneration of permanent technical-administrative functions, may not exceed 25% of the profits.
Such maximum amount is limited to 5% where no dividends are distributed to the Shareholders, and will be increased proportionately to the distribution, until reaching such cap where total profits are distributed, except that such remunerations were expressly agreed by the Shareholders' Meeting, for which purpose the matter must be included as one of the items on the agenda.
Some of the Group's Directors are hired under the Employment Contract Law N° 20,744. This Act rules on certain conditions of the work relationship, including remuneration, salary protection, working hours, vacations, paid leaves, minimum age requirements, workmen protection and forms of suspension and contract termination. The remuneration of directors for each fiscal year is based on the provisions established by the Business Companies Act, taking into consideration whether such directors perform technical-administrative functions and depending upon the results recorded during the fiscal year. Once such amounts are determined, they should be approved by the Shareholders’ Meeting.
Senior Management remuneration
The members of the Group’s senior management are appointed and removed by the Board of Directors and perform functions in accordance with the instructions delivered by the Board itself.
The Company’s Senior Management is composed of as follows:
Name | Date of Birth | Position | Current position since |
Eduardo S. Elsztain | |||
Arnaldo Jawerbaum | |||
Jorge Cruces | |||
Matías I. Gaivironsky |
The total remuneration paid to members of senior management for their functions consists of a fixed salary that takes account of the manager's background capacity and experience, plus an annual bonus based on their individual performance and the Group's results. Members of senior management participate in defined contributions and share-based incentive plans that are described in Note 29.
The aggregate compensation to the Senior Management for the year ended June 30, 2024 amounts to ARS 539.
Corporate Service Agreement with Cresud
Considering that IRSA and Cresud have operating overlapping areas, the Board of Directors considered it convenient to implement alternatives that allow reducing certain fixed costs of its activity, in order to reduce its impact on operating results, taking advantage of and optimizing the individual efficiencies of each of the companies in the different areas that make up the operational administration.
For this purpose, on June 30, 2004, a Framework Agreement for the Exchange of Corporate Services (“Framework Agreement”) was signed, between IRSA, Cresud and IRSA CP. On December 22, 2021, were held the shareholders' meeting approving the merger by absorption of IRSA and IRSA CP, for which IRSA, in its capacity as absorbing company, is the successor of all the rights and obligations assumed by IRSA CP by the Framework Agreement. The last modification to the Framework Agreement was made on July 12, 2022.
| F-80 |
| Table of Contents |
IRSA Inversiones y Representaciones Sociedad Anónima |
Under this Framework Agreement, corporate services are currently provided for different areas including: Corporate Human Resources, Administration and Finance, Planning, Institutional Relations, Compliance and others.
Under this agreement, the companies entrusted to an external consultant the semi-annual review and evaluation of the criteria used in the process of apportionment of costs to be settled for corporate services, as well as the distribution bases and supporting documentation used in the aforementioned process, through the preparation of a semi-annual report.
It should be noted that the operation under comment allows Cresud and IRSA to maintain absolute independence and confidentiality in their strategic and commercial decisions, being the allocation of costs and benefits made on the basis of operational efficiency and equity, without pursuing individual economic benefits for each of the companies.
Offices and Shopping Malls spaces leases
The offices of our President are located at 108 Bolivar, in the Autonomous City of Buenos Aires. The property has been rented to Isaac Elsztain e Hajes S.A., a company controlled by some family members of Eduardo Sergio Elsztain, our president, and to Hamonet S.A., a company controlled by Fernando A. Elsztain, one of our directors, and some of his family members.
Furthermore, we also let various spaces in our shopping malls (stores, stands, storage space or advertising space) to third parties and related parties such as BHSA.
Donations granted to Fundación IRSA and Fundación Museo de los Niños
Fundación IRSA is a non-profit charity institution that seeks to support and generate initiatives concerning education, the promotion of corporate social responsibility and the entrepreneurial spirit of the youth. It carries out corporate volunteering programs and fosters donations by the employees. The main members of Fundación IRSA's Board of Directors are: Eduardo S. Elsztain (President); Saul Zang (Vice President I), Alejandro Elsztain (Vice President II) and Mariana C. de Elsztain (secretary). It funds its activities with the donations made by us and Cresud.
Fundación Museo de los Niños is a non-profit association, created by the same founders of Fundación IRSA and its Management Board is formed by the same members as Fundación IRSA. Fundación Museo de los Niños acts as a special vehicle for the development of "Museo de los Niños, Abasto" and "Museo de los Niños, Rosario". On October 29, 1999, our shareholders approved the award of the agreement “Museo de los Niños, Abasto” to Fundación Museo de los Niños. On October 31, 1997, IRSA CP entered into an agreement with Fundación IRSA whereby it loaned 3,800 square meters of the area built in the Abasto Shopping mall for a total term of 30 years, and on
Legal Services
The Group hires legal services from Estudio Zang, Bergel & Viñes, at which Saúl Zang was a founding partner and sits at the Board of Directors of the Group companies.
Hotel services
Our company and related parties sometimes rent from NFSA and Hoteles Argentinos S.A. hotel services and conference rooms for events.
Purchase and sale of goods and/or service hiring
In the normal course of its business and with the aim of making resources more efficient, in certain occasions purchases and/or hires services which later sells and/or recovers for companies or other related parties, based upon their actual utilization.
| F-81 |
| Table of Contents |
IRSA Inversiones y Representaciones Sociedad Anónima |
Sale of advertising space in media
Our company and our related parties frequently enter into agreements with third parties whereby we sell/acquire rights of use to advertise in media (TV, radio stations, newspapers, etc.) that will later be used in advertising campaigns. Normally, these spaces are sold and/or recovered to/from other companies or other related parties, based on their actual use.
Purchase and sale of financial assets
The Group usually invests excess cash in several instruments that may include those issued by related companies, acquired at issuance or from unrelated third parties through secondary market deals.
Investment in investment funds managed by BACS
The Group invests part of its liquid funds in mutual funds managed by BACS among other entities.
Borrowings
In the normal course of its activities, the Group enters into diverse loan agreements or credit facilities between the group’s companies and/or other related parties. These borrowings generally accrue interests at market rates.
Financial and service operations with BHSA
The Group works with several financial entities in the Argentine market for operations including, but not limited to, credit, investment, purchase and sale of securities and financial derivatives. Such entities include BHSA and its subsidiaries. BHSA and BACS usually act as underwriters in Capital Market transactions. In addition, we have entered into agreements with BHSA, who provides collection services for our shopping malls.
The following is a summary presentation of the balances with related parties as of June 30, 2024 and 2023:
Item |
| 06.30.2024 |
|
| 06.30.2023 |
| ||
Trade and other receivables |
|
|
|
|
|
| ||
Investments in financial assets |
|
|
|
|
|
| ||
Borrowings |
|
| ( | ) |
|
| ( | ) |
Trade and other payables |
|
| ( | ) |
|
| ( | ) |
Total |
|
|
|
|
|
| ||
| F-82 |
| Table of Contents |
IRSA Inversiones y Representaciones Sociedad Anónima |
Related party |
| 06.30.2024 |
|
| 06.30.2023 |
|
| Description of transaction |
| Item | |||
New Lipstick LLC |
|
|
|
|
|
|
| Reimbursement of expenses receivable |
| Trade and other receivable | |||
Comparaencasa Ltd. |
|
|
|
|
|
|
| Other investments |
| Investments in financial assets | |||
|
|
|
|
|
|
|
| Loans granted |
| Trade and other receivable | |||
Banco Hipotecario S.A. |
|
|
|
|
|
|
| Leases and/or rights of use receivable |
| Trade and other receivable | |||
|
|
|
|
|
|
|
| Dividends receivable |
| Trade and other receivable | |||
La Rural S.A. |
|
|
|
|
|
|
| Canon |
| Trade and other receivable | |||
|
|
| ( | ) |
|
| ( | ) |
| Others |
| Trade and other payables | |
|
|
|
|
|
|
|
| Others |
| Trade and other receivable | |||
Other associates and joint ventures (1) |
|
|
|
|
|
|
| Reimbursement of expenses receivable |
| Trade and other receivable | |||
|
|
| ( | ) |
|
| ( | ) |
| Loans obtained |
| Borrowings | |
|
|
|
|
|
|
|
| Leases and/or rights of use receivable |
| Trade and other receivable | |||
|
|
|
|
|
|
|
| Irrevocable contributions pending subscription |
| Trade and other receivable | |||
|
|
|
|
|
|
|
| Management Fee |
| Trade and other receivable | |||
|
|
|
|
|
| ( | ) |
| Non-convertible notes |
| Borrowings | ||
|
|
| ( | ) |
|
| ( | ) |
| Others |
| Trade and other payables | |
|
|
|
|
|
|
|
| Others |
| Trade and other receivable | |||
|
|
|
|
|
|
|
| Share based payments |
| Trade and other payables | |||
|
|
|
|
|
|
|
| Loans granted |
| Trade and other receivable | |||
Total associates and joint ventures |
|
|
|
|
|
|
|
|
|
| |||
Cresud |
|
|
|
|
|
|
| Reimbursement of expenses receivable |
| Trade and other receivable | |||
|
|
| ( | ) |
|
| ( | ) |
| Corporate services payable |
| Trade and other payables | |
|
|
|
|
|
|
|
| Non-convertible notes |
| Investments in financial assets | |||
|
|
|
|
|
| ( | ) |
| Others |
| Trade and other payables | ||
|
|
| ( | ) |
|
| ( | ) |
| Share based payments |
| Trade and other payables | |
Total parent company |
|
| ( | ) |
|
| ( | ) |
|
|
|
| |
Futuros y Opciones S.A. |
|
|
|
|
|
|
| Others |
| Trade and other receivable | |||
Helmir S.A. |
|
| ( | ) |
|
| ( | ) |
| Non-convertible notes |
| Borrowings | |
Total subsidiaries of parent company |
|
| ( | ) |
|
| ( | ) |
|
|
|
| |
Directors |
|
| ( | ) |
|
| ( | ) |
| Fees for services received |
| Trade and other payables | |
Galerias Pacifico |
|
|
|
|
|
|
| Loans granted |
| Trade and other receivable | |||
|
|
|
|
|
|
|
| Others |
| Trade and other payables | |||
Rundel Global LTD |
|
|
|
|
|
|
| Other investments |
| Investments in financial assets | |||
Yad Levim LTD |
|
|
|
|
|
|
| Loans granted |
| Trade and other receivable | |||
Sociedad Rural Argentina S.A. |
|
|
|
|
|
|
| Others |
| Trade and other receivable | |||
|
|
| ( | ) |
|
| ( | ) |
| Others |
| Trade and other payables | |
Others |
|
| ( | ) |
|
| ( | ) |
| Leases and/or rights of use receivable |
| Trade and other payables | |
|
|
|
|
|
|
|
| Others |
| Trade and other receivable | |||
|
|
| ( | ) |
|
| ( | ) |
| Others |
| Trade and other payables | |
|
|
|
|
|
|
|
| Reimbursement of expenses receivable |
| Trade and other receivable | |||
Total directors and others |
|
|
|
|
|
|
|
|
|
| |||
Total at the end of the year |
|
|
|
|
|
|
|
|
|
| |||
(1) Includes Avenida Compras S.A., Avenida Inc., BHN Vida S.A., Puerto Retiro S.A., Cyrsa S.A. (in liquidation) and Nuevo Puerto Santa Fe S.A.
| F-83 |
| Table of Contents |
IRSA Inversiones y Representaciones Sociedad Anónima |
The following is a summary of the results with related parties for the years ended June 30, 2024, 2023 and 2022:
Related party |
| 06.30.2024 |
|
| 06.30.2023 |
|
| 06.30.2022 |
|
| Description of transaction | ||||
BACS |
|
|
|
|
|
|
|
|
|
| Financial operations | ||||
Metropolitan (1) |
|
|
|
|
|
|
|
|
|
| Financial operations | ||||
BHN Vida S.A |
|
| ( | ) |
|
| ( | ) |
|
|
|
| Leases and/or rights of use | ||
BHN Seguros Generales S.A. |
|
| ( | ) |
|
| ( | ) |
|
|
|
| Leases and/or rights of use | ||
Lipstick Management LLC |
|
|
|
|
|
|
|
|
|
| Financial operations | ||||
Comparaencasa Ltd. |
|
|
|
|
|
|
|
|
|
| Financial operations | ||||
Condor |
|
|
|
|
|
|
|
|
|
| Financial operations | ||||
Other associates and joint ventures (2) |
|
|
|
|
|
|
|
|
|
| Financial operations | ||||
|
|
|
|
|
| ( | ) |
|
| ( | ) |
| Leases and/or rights of use | ||
|
|
|
|
|
|
|
|
|
|
| Corporate services | ||||
Total associates and joint ventures |
|
|
|
|
|
|
|
|
|
|
| ||||
Cresud |
|
|
|
|
|
|
|
|
|
| Leases and/or rights of use | ||||
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
| Corporate services | |
|
|
| ( | ) |
|
|
|
|
| ( | ) |
| Financial operations | ||
Total parent company |
|
| ( | ) |
|
|
|
|
| ( | ) |
|
| ||
Helmir |
|
| ( | ) |
|
| ( | ) |
|
|
|
| Financial operations | ||
Total subsidiaries of parent company |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
| ||
Directors |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
| Fees and remunerations | |
Senior Management |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
| Fees and remunerations | |
Rundel Globa LTD |
|
|
|
|
|
|
|
|
|
| Financial operations | ||||
Yad Leviim LTD |
|
|
|
|
|
|
|
|
|
| Financial operations | ||||
Sociedad Rural Argentina S.A. |
|
|
|
|
|
|
|
|
|
| Financial operations | ||||
Others |
|
|
|
|
|
|
|
|
|
| Corporate services | ||||
|
|
| ( | ) |
|
| ( | ) |
|
|
|
| Leases and/or rights of use | ||
|
|
| ( | ) |
|
| ( | ) |
|
|
|
| Financial operations | ||
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
| Donations | |
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
| Fees and remuneration | |
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
| Legal services | |
Total others |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| |
Total at the end of the year |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| |
(1) On January 31, 2022 Metropolitan 885 3rd Av, LLC was liquidated.
(2) It includes Avenida Inc., Banco Hipotecario S.A., Cyrsa S.A. (in liquidation), BHN Sociedad de Inversión S.A., La Rural S.A., Nuevo Puerto Santa Fe S.A. and Quality Invest S.A.
The following is a summary of the transactions with related parties for the years ended June 30, 2024 and 2023:
Related party |
| 06.30.2024 |
|
| 06.30.2023 |
|
| Description of the operation | |||
Banco Hipotecario S.A. |
|
| ( | ) |
|
|
|
| Sale of shares | ||
GCDI |
|
| ( | ) |
|
|
|
| Sale of shares | ||
Quality Invest S.A. |
|
| ( | ) |
|
|
|
| Sale of shares | ||
Total sale of shares |
|
| ( | ) |
|
|
|
|
| ||
Quality Invest S.A. |
|
|
|
|
| ( | ) |
| Capital contributions | ||
Total capital contributions |
|
|
|
|
| ( | ) |
|
| ||
Cresud |
|
| ( | ) |
|
| ( | ) |
| Dividend distributed | |
Helmir |
|
| ( | ) |
|
| ( | ) |
| Dividend distributed | |
Total other transactions |
|
| ( | ) |
|
| ( | ) |
|
| |
Condor |
|
|
|
|
|
|
| Dividends received | |||
Banco Hipotecario S.A. |
|
|
|
|
|
|
| Dividends received | |||
La Rural S.A. |
|
|
|
|
|
|
| Dividends received | |||
Nuevo Puerto Santa Fe |
|
|
|
|
|
|
| Dividends received | |||
Total dividends received |
|
|
|
|
|
|
|
| |||
| F-84 |
| Table of Contents |
IRSA Inversiones y Representaciones Sociedad Anónima |
31. CNV General Resolution N° 622
As required by Section 1°, Chapter III, Title IV of CNV General Resolution N° 622, below there is a detail of the notes to the Consolidated Financial Statements that disclose the information required by the Resolution in Exhibits.
| Exhibit A - Property, plant and equipment | Note 9 Investment properties and Note 10 Property, plant and equipment |
| Exhibit B - Intangible assets | Note 12 Intangible assets |
| Exhibit C - Investment in associates | Note 8 Investments in associates and joint ventures |
| Exhibit D - Other investments | Note 14 Financial instruments by category |
| Exhibit E - Provisions and allowances | Note 15 Trade and other receivables and Note 19 Provisions |
| Exhibit F - Cost of sales and services provided | Note 25 Costs |
| Exhibit G - Foreign currency assets and liabilities | Note 32 Foreign currency assets and liabilities |
32. Foreign currency assets and liabilities
Book amounts of foreign currency assets and liabilities are as follows:
Item / Currency (3) |
| Amount (1) |
|
| Peso exchange rate (2) |
|
| 06.30.2024 |
|
| 06.30.2023 |
| ||||
Assets |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Trade and other receivables |
|
|
|
|
|
|
|
|
|
|
|
| ||||
US Dollar |
|
| 26.34 |
|
|
|
|
|
| 23,944 |
|
|
| 24,361 |
| |
Euros |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Receivables with related parties: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
US Dollar |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Total trade and other receivables |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
Investments in financial assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
US Dollar |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Pounds |
|
|
|
|
| 1,148.52 |
|
|
|
|
|
|
| |||
New Israel Shekel |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Investments with related parties: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
US Dollar |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Total investments in financial assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
Cash and cash equivalents |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
US Dollar |
|
|
|
|
| 909.00 |
|
|
|
|
|
|
| |||
Uruguayan pesos |
|
| 0.52 |
|
|
|
|
|
| 12 |
|
|
|
| ||
Pounds |
|
|
|
|
|
|
|
| 2 |
|
|
|
| |||
Euros |
|
| - |
|
|
|
|
|
|
|
|
|
| |||
New Israel Shekel |
|
| - |
|
|
|
|
|
|
|
|
|
| |||
Total cash and cash equivalents |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
Total Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade and other payables |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
US Dollar |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Uruguayan pesos |
|
|
|
|
| 23.01 |
|
|
|
|
|
|
| |||
Payables to related parties: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
US Dollar |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Total Trade and other payables |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
Borrowings |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
US Dollar |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Borrowings with related parties |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
US Dollar |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Total Borrowings |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
Derivative financial instruments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
US Dollar |
|
| - |
|
|
|
|
|
|
|
|
|
| |||
Total derivative financial instruments |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
Lease liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
US Dollar |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Total lease liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
Provisions |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
New Israel Shekel |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Total Provisions |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
Total Liabilities |
|
|
|
|
|
|
|
|
|
| 347,873 |
|
|
| 370,582 |
|
(1) Stated in millions of units in foreign currency. Considering foreign currencies those that differ from each Group’s functional currency at each year-end.
(2) Exchange rate as of June 30, 2024, according to Banco Nación Argentina records.
(3) The Group uses derivative instruments as a complement in order to reduce its exposure to exchange rate movements (see Note 14).
| F-85 |
| Table of Contents |
IRSA Inversiones y Representaciones Sociedad Anónima |
33. Other relevant events of the year
Warrants – Modification on Ratio and Price -
On September 15, 2023, we reported that as a result of (i) an increase in the capital stock through the partial capitalization of the Issue Premium account; and (ii) an amendment to section seven of its bylaws, changing the nominal value of the ordinary shares from one peso (ARS 1) to ten pesos (ARS 10) each and entitled to one (1) vote per share, which was informed in September 13, 2023, where the
Amount of shares to be issued per warrant:
| · | |
|
|
|
| · | Ratio after the adjustment (current): 1.0639 (Nominal Value ARS 10). |
Warrant exercise price per new share to be issued:
| · | Price previous to the adjustment: USD 0.3689 (Nominal Value ARS 1); |
|
|
|
| · | Price after the adjustment (current): USD |
The other terms and conditions of the warrants remain the same.
General Ordinary and Extraordinary Shareholders’ Meeting
On October 5, 2023, the General Ordinary and Extraordinary Shareholders’ Meeting was held where it was resolved to allocate the results of the year as follows: (I) ARS
Likewise, it was approved to
On October 20, 2023, IRSA reported that it had made the payment of the dividend approved at the meeting held on October 5, 2023 in Argentina.
The cash dividend and treasury shares distribution among GDS holders have been delayed due to the exchange and securities restrictions in force in Argentina. On October 20, 2023, the Company deposited the amount corresponding to the cash dividend in the mutual fund called “Super Ahorro $” managed by Santander Asset Management Gerente de Fondos Comunes de Inversión S.A., to preserve the value of the dividend in Argentine pesos. On December 12, 2023, the Company transferred the funds to the Depositary Bank of New York, fulfilling its obligation to pay dividends and leaving in the hands of the Depositary the completion of the process with the distribution to the holders.
| F-86 |
| Table of Contents |
IRSA Inversiones y Representaciones Sociedad Anónima |
On January 19, 2024, once the corresponding administrative processes had been completed, the Depositary paid the cash dividend, for a net amount per GDS of USD
The aforementioned corresponds to the payment of dividends to foreign holders, the dividends to local shareholders were canceled on October 12, 2023.
Change in Warrants terms and conditions
Because of the payment of cash dividends and the pro-rata distribution of treasury shares among its shareholders, made by the Company on October 12, 2023, certain terms and conditions of the outstanding warrants to subscribe common shares have changed:
| · | Number of shares to be issued per warrant: |
|
|
|
| · | Exercise price per new share to be issued: Pre-dividend price: USD |
The other terms and conditions of the warrants remain the same.
Warrants exercise
During the year ended June 30, 2024, certain warrant holders exercised their right to purchase additional shares. For this reason, USD
Extension of the concession contract of La Rural S.A.
On December 11, 2023 in the Autonomous City of Buenos Aires (CABA), Ogden S.A., a company controlled by the Group, together with Sociedad Rural Argentina (“SRA”) and La Rural de Palermo S.A. entered into a Joint Venture and Shareholders Agreement through which the extension of the exploitation term of the Property located at 4431 Juncal Street, CABA (of which La Rural S.A. is the usufructuary) was extended until December 31, 2037 with the option of extension until December 31, 2041.
The aforementioned agreement is the extension of the Usufruct Contract for the “Predio Ferial de Palermo” (“CUP99/04”), signed in 1999 and modified in 2004, and the Joint Venture Agreement AJV/13 signed between the parties on September 25, 2013.
For the extension of the usufruct term under La Rural S.A., Ogden S.A. will pay the SRA the sum of twelve million US dollars (USD 12 million) for all purposes, which will be paid in five annual installments. The first of these was paid upon approval of the agreement by the Shareholders’ Meeting of the SRA.
The validity of the aforementioned agreement was subject to the approval of the Shareholders’ Meeting of the SRA, approval which took place on February 1, 2024.
Banco Hipotecario S.A. – Cash dividend payment
On March 27, 2024, the Ordinary and Extraordinary General Shareholders’ Meeting of Banco Hipotecario S.A. approved the payment of a dividend of ARS
On May 3, 2024, the BCRA approved the distribution of said dividend, which was paid in three consecutive monthly installments on May 27, June 27, and July 29, 2024.
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La Rural S.A. – Cash dividend payment
On April 25, 2024, the Ordinary General Shareholders’ Meeting of La Rural S.A. approved the payment of a dividend of ARS
Cash dividend payment
On May 2, 2024, through a Board Meeting in accordance with the delegation resolved by the Ordinary and Extraordinary General Shareholders’ Meeting of IRSA on October 28, 2022, regarding the utilization and allocation of the special reserve, it was approved to make available to its shareholders, starting from May 9, 2024, a cash dividend for the amount of ARS
Change in Warrants terms and conditions
Because of the payment of cash dividends and the pro-rata distribution of treasury shares among its shareholders, made by IRSA on May 9, 2024, certain terms and conditions of the outstanding warrants to subscribe common shares have changed:
| · | Number of shares to be issued per warrant: |
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| · | Exercise price per new share to be issued: Pre-dividend price: USD |
The other terms and conditions of the warrants remain the same.
Economic context in which the Group operated
The Group operated in an economic context characterized by significant fluctuations in its key variables. The most relevant aspects are detailed below:
| · | Economic Activity: At the end of 2023, the country experienced a 1.6% decline in its economic activity, according to INDEC data. This negative trend continued during the first quarter of the 2024, with a 2.6% decrease compared to the fourth quarter of the previous year. This trend persisted throughout the second quarter of the 2024 calendar year. |
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| · | Fiscal Surplus: In the first half of 2024, Argentina achieved a fiscal surplus of 0.4% of GDP as a result of the government’s severe measures to stabilize public accounts, reduce monetary issuance, and lower inflation. |
| · | Currency Restrictions: The monetary authority maintained the exchange restrictions established in previous years throughout 2023 and the first half of 2024.However, the government has initiated a gradual process to relax these restrictions to promote sustainable growth. Despite these restrictions, the company successfully met all its financial and contractual obligations |
On December 10, 2023, a new government took office in Argentina with the intention of carrying out a broad legal and regulatory reform.
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Among the first measures taken by the new government was a Decree of Necessity and Urgency (DNU) issued in December 2023, which introduced amendments to various laws. Although the DNU was rejected by the Senate, some of its provisions remained in effect due to judicial actions that suspended certain modifications. Subsequently, in June 2024, the “Law of Bases and Starting Points for the Freedom of Argentinians” was enacted. This law declares a public emergency in administrative, economic, financial, and energy matters for one year and delegates powers to the national Executive Branch to reorganize public administration, reduce the deficit, and improve transparency in state management. The law also introduces reforms in the labor market, customs code and the status of public companies. Although some provisions faced resistance and legal challenges, the law has been regarded as a fundamental step in the country’s economic restructuring.
The reforms proposed by the new government, including the “Law of Bases and Starting Points for the Freedom of Argentinians”, are in the process of implementation and legislative discussion. Although some provisions have been approved, many of the reforms still face resistance and legal challenges. The evolution of these reforms and any new measures that may be announced remain uncertain at this time.
The Group’s management continuously monitors the evolution of variables affecting its business to define its course of action and identify potential impacts on its financial and equity position. The Group’s financial statements should be read in light of these circumstances.
34. Subsequent events
Shares Buyback Program – New program
On July 11, 2024, the Board of Directors of IRSA approved a new program for the buyback program of shares issued by the Company and established the terms and conditions for the acquisition of treasury shares issued by the Company, under the terms of Article 64. of Law No. 26,831 and the CNV regulations, for up to a maximum amount of ARS
On September 12, 2024, we completed the share buyback program, having acquired
Zetol - Payment of installments for share purchase
On July 12, 2024, the payment of the installments for the purchase of shares in Zetol, corresponding to Towers 3 and 4, was completed for a total amount of USD
Purchase of property adjacent to Alto Avellaneda shopping mall
On August 1, 2024, IRSA acquired a property adjacent to its Alto Avellaneda shopping mall, located at Gral. Güemes 861, Partido de Avellaneda, Province of Buenos Aires.
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General Ordinary and Extraordinary Shareholders’ Meeting - IRSA
On September 11, 2024, we informed that our Board of Directors has resolved to call a General Ordinary and Extraordinary Shareholders’ Meeting to be held on October 28, 2024, to address, among other topics, the following:
| - | Consideration of the financial result for the fiscal year ended June 30, 2024, amounting a loss of ARS |
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| - | Consideration of the distribution of up to |
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| - | Consideration of the merger by absorption of Centro de Entretenimientos La Plata S.A. (“CELAP”) with IRSA and approval of the separate and consolidated financial statements of the merger prepared for this purpose. Consideration of the prior merger agreement by absorption. Authorizations and delegations and appointment of representatives to execute the final agreements and other procedures. |
Warrants exercise
On October 2, 2024, we informed that between September 17, 2024, and September 25, 2024, certain holders of warrants had exercised their right to acquire additional shares. Therefore, a total of
“261 Della Paolera” floor sale
On October 15, 2024, we informed that we have sold a floor of the “261 Della Paolera” tower located in the Catalinas district of the Autonomous City of Buenos Aires for a total leasable area of approximately 1,197 square meters and 8 parking lots located in the building.
The transaction price was approximately
After this operation, IRSA retains ownership of 3 floors of the building with an approximate leasable area of 3,670 square meters in addition to parking lots and other complementary spaces.
The financial result of this operation will be recognized in the Company’s financial statements for the second quarter of fiscal year 2025.
Local Notes Issuance – Series XXII & XXIII Notes
On October 21, 2024, IRSA informed the results of the auction for two series of notes on the local market for a total amount of USD
| · | Series XXII: Denominated in dollars for USD |
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| · | Series XXIII: Denominated in dollars for USD |
The settlement for both notes will be on October 23, 2024, and the funds will be mainly used to refinance short-term liabilities and/or working capital, as defined in the issuance documents.
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