[20-F] CRESUD INC Files Annual Report (Foreign Issuer)
Cresud Sociedad Anónima Comercial Inmobiliaria Financiera y Agropecuaria filed its annual report on Form 20-F for the fiscal year ended June 30, 2025. The company’s American Depositary Shares trade on the Nasdaq under the symbol CRESY, with each ADS representing ten shares of Common Stock.
Shares outstanding were 614,074,273 as of the close of the period covered by the report. Cresud is incorporated in the Republic of Argentina and lists both its ADSs and common stock class in connection with the Nasdaq National Market, as stated in the filing.
- None.
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United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
OR
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
OR
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 | |
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| Date of event requiring this shell company report ___ |
Commission file number
CRESUD SOCIEDAD ANONIMA COMERCIAL INMOBILIARIA FINANCIERA Y AGROPECUARIA |
(Exact name of Registrant as specified in its charter) |
(Translation of Registrant’s name into English) |
Republic of
(Jurisdiction of incorporation or organization)
(Address of principal executive offices)
Chief Financial and Administrative Officer
Tel +(
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of each class |
| Trading Symbol |
| Name of each exchange on which registered |
American Depositary Shares (ADSs), each representing ten shares of Common Stock |
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| Nasdaq National Market of the Nasdaq Stock Market | |
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* | Not for trading, but only in connection with the registration of American Depositary Shares, pursuant to the requirements of the Securities and Exchange Commission. |
Securities registered or to be registered pursuant to Section 12(g) of the Act: None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the Annual Report:
Indicate by check mark if the registrant is a well known seasoned issuer, as defined in Rule 405 of the Securities Act: ☐ Yes ☒
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934. ☒
Note: Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(a) of the Securities Exchange Act of 1934 from their obligations under those Sections Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:
Large accelerated filer ☐ |
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| Non-accelerated filer ☐ |
| Emerging growth company |
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐
†The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☒
Indicate by checkmark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant period pursuant to §240.10D-1(b). ☒
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP | ☐ | ☒ | Other | ☐ |
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.
☐ Item 17 ☐ Item 18
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by the court. Yes ☐ No ☐
Please send copies of notices and communications from the
Securities and Exchange Commission to:
Carolina Zang |
| Juan M. Naveira |
Zang Bergel & Viñes Abogados |
| Simpson Thacher & Bartlett LLP |
Eduardo Madero Avenue 942, 25th Floor C1106ACW City of Buenos Aires, Argentina. |
| 425 Lexington Avenue New York, NY 10017 United States of America |
TABLE OF CONTENTS
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GLOSSARY |
| i |
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DISCLAIMER REGARDING FORWARD-LOOKING STATEMENTS |
| iii |
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AVAILABLE INFORMATION |
| v |
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PRESENTATION OF FINANCIAL AND CERTAIN OTHER INFORMATION |
| vi |
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Part I |
| 1 |
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ITEM 1. Identity of Directors, Senior Management, Advisers and Auditors |
| 1 |
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ITEM 2. Offer Statistics and Expected Timetable |
| 1 |
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ITEM 3. Key Information |
| 1 |
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A. Reserved |
| 1 |
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A.1. Local Exchange Market and Exchange Rates |
| 1 |
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B. Capitalization and Indebtedness |
| 1 |
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C. Reasons for the Offer and Use of Proceeds |
| 1 |
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D. Risk Factors |
| 2 |
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ITEM 4. Information on the Company |
| 55 |
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A. History and Development of the Company |
| 55 |
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B. Business Overview |
| 62 |
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C. Organizational Structure |
| 126 |
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D. Property, Plant and Equipment |
| 127 |
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ITEM 4A. Unresolved staff comments |
| 130 |
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ITEM 5. Operating and Financial Review and Prospects |
| 130 |
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A. Operating Results |
| 130 |
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B. Liquidity and Capital Resources |
| 175 |
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C. Research and Development, Patents and Licenses, Etc |
| 186 |
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D. Trend Information |
| 187 |
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E. Critical Accounting Estimates |
| 190 |
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ITEM 6. Directors, Senior Management and Employees |
| 192 |
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A. Directors and Senior Management |
| 192 |
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B. Compensation |
| 198 |
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C. Board Practices |
| 201 |
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D. Employees |
| 201 |
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E. Share Ownership |
| 202 |
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F. Disclosure of Registrant’s Action to Recover Erroneously Awarded Compensation |
| 203 |
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ITEM 7. Major Shareholders and Related Party Transactions |
| 203 |
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A. Major Shareholders |
| 203 |
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B. Related Party Transactions |
| 205 |
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C. Interests of Experts and Counsel |
| 209 |
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ITEM 8. Financial Information |
| 209 |
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A. Consolidated Statements and Other Financial Information |
| 209 |
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B. Significant Changes |
| 217 |
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ITEM 9. The Offer and Listing |
| 217 |
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A. Offer and Listing Details |
| 217 |
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B. Plan of Distribution |
| 218 |
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C. Markets |
| 218 |
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D. Selling Shareholders |
| 221 |
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E. Dilution |
| 221 |
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F. Expenses of the Issue |
| 221 |
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ITEM 10. Additional Information |
| 221 |
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A. Share Capital |
| 221 |
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B. Memorandum and Articles of Association |
| 221 |
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C. Material Contracts |
| 229 |
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D. Exchange Controls |
| 229 |
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E. Taxation |
| 243 |
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F. Dividends and Paying Agents |
| 252 |
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G. Statement by Experts |
| 252 |
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H. Documents on Display |
| 252 |
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I. Subsidiary Information |
| 252 |
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ITEM 11. Quantitative and Qualitative Disclosures about Market Risk |
| 252 |
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ITEM 12. Description of Securities Other than Equity Securities |
| 253 |
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A. Debt Securities |
| 253 |
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B. Warrants and Rights |
| 253 |
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C. Other Securities |
| 253 |
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D. American Depositary Shares |
| 253 |
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Part II |
| 255 |
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ITEM 13. Defaults, Dividend Arrearages and Delinquencies |
| 255 |
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ITEM 14. Material Modifications to the Rights of Security Holders and Use of Proceeds |
| 255 |
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ITEM 15. Controls and Procedures |
| 256 |
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A. Disclosure Controls and Procedures |
| 256 |
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B. Management’s Annual Report on Internal Control Over Financial Reporting |
| 256 |
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C. Attestation Report of the Registered Public Accounting Firm |
| 256 |
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D. Changes in Internal Control Over Financial Reporting |
| 256 |
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ITEM 16. Reserved |
| 257 |
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A. Audit Committee Financial Expert |
| 257 |
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B. Code of Ethics |
| 257 |
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C. Principal Accountant Fees and Service |
| 257 |
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D. Exemption from the Listing Standards for Audit Committees |
| 258 |
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E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers |
| 259 |
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F. Change In Registrant’s Certifying Accountant |
| 260 |
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G. Corporate Governance |
| 260 |
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H. Mine Safety Disclosures |
| 264 |
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I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections |
| 264 |
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J. Insider Trading Policies |
| 264 |
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K. Cybersecurity |
| 264 |
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Part III |
| 266 |
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ITEM 17. Financial Statements |
| 266 |
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ITEM 18. Financial Statements |
| 266 |
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ITEM 19. Exhibits |
| 266 |
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GLOSSARY
Glossary of certain terms used in this Annual Report
Unless the context indicates otherwise, the following terms have the meanings shown below:
| · | “ADR”: American Depositary Receipt which represent the ADSs; |
| · | “ADS” or “ADSs”: American Depositary Shares each representing 10 shares of our common stock issued pursuant to the deposit agreement, dated as of March 18, 1997 (the “Deposit Agreement”), between us and the ADS Depositary; |
| · | “ADS Depositary”: The Bank of New York; |
| · | “AFIP”: Federal Administration of Public Revenue (Administración Federal de Ingresos Públicos) currently replaced by “ARCA” as defined below; |
| · | “Agrofy”: Agrofy Global LLC; |
| · | “AMAUTA”: Amauta Agro S.A.; |
| · | “Annual Report”: this annual report; |
| · | “ANSES”: National Social Security Agency (Administración Nacional de la Seguridad Social); |
| · | “ARCA”: Revenue and Customs Control Agency (Agencia de Recaudación y Control Aduanero) |
| · | “ARS, Pesos or Peso”: Argentine Pesos; |
| · | “Anti-Money Laundering Law”: Law No. 25,246, subsequently amended by, among others, Laws No. 26,087, 26,119, 26,268, 26,683, 26,733, 26,734 and Decree No. 27/2018; |
| · | “Argentine Government”: Federal government of Argentina; |
| · | “Audited Consolidated Financial Statements”: audited Consolidated Financial Statements as of June 30, 2025 and 2024 and for the years ended June 30, 2025, 2024 and 2023, and the notes thereto; |
| · | “A3 Mercados”: A3 Mercados S.A. (formerly Mercado Abierto Electrónico S.A.); |
| · | “BACS”: Banco de Crédito y Securitización S.A.; |
| · | “Banco Hipotecario”: Banco Hipotecario S.A.; |
| · | “BASE”: Buenos Aires Stock Exchange; |
| · | “Board of Directors”: the board of directors of CRESUD; |
| · | “BOPREAL”: Bonds for the Reconstruction of a Free Argentina (“Bonos para la Reconstrucción de una Argentina Libre”); |
| · | “BrasilAgro”: BrasilAgro Companhia Brasileira de Propriedades Agricolas Ltda; |
| · | “ByMA”: Argentine stock exchange and markets (Bolsas y Mercados Argentinos S.A.); |
| · | “CABA”: Autonomus City of Buenos Aires (Ciudad Autónoma de Buenos Aires); |
| · | “Caja de Valores”: Argentine depositary authorized to act in accordance with the CML (Caja de Valores S.A.); |
| · | “CCI”: Consumer Confidence Index; |
| · | “Central Bank”: The Argentine Central Bank (Banco Central de la República Argentina); |
| · | “CML”: Capital Markets Law No. 26,831, as amended by, among others, Law 27,440; |
| · | “CNDC”: National Competition Authority (Comisión Nacional de Defensa de la Competencia); |
| · | “CNV”: The Argentine National Securities Commission (Comisión Nacional de Valores); |
| · | “CNV Rules”: the rules issued by the CNV; |
| · | “CODM”: Chief Operating Decision Maker; |
| · | “Consumer Protection Law”: Argentine Law No. 24,240; |
| · | “Corporate Criminal Liability Law”: Corporate Criminal Liability Law No. 27,401; |
| · | “Covid-19”: the coronavirus, pneumonia originating in Wuhan, China; |
| · | “COSO Report”: the Committee of Sponsoring Organizations of the Treadway Commission; |
| · | “CPI”: Consumer Price Index; |
| · | “CPF”: Collective Promotion Fund; |
| · | “CRESUD” or “Company”: Cresud Sociedad Anónima Comercial, Inmobiliaria, Financiera y Agropecuaria; |
| · | “CSJN”: Supreme Court (Corte Suprema de Justicia de la Nación); |
| · | “CVCU”: Consultores Venture Capital Uruguay S.A.; |
| · | “Dolphin B.V.”: Dolphin Netherlands B.V.; |
| · | “EMAE”: Monthly estimate of economic activity; |
| · | “EOH”: Hotel Vacancy Survey (Encuesta de Ocupación Hotelera); |
| · | “EU”: European Union; |
| · | “Exchange Act”: United States Securities Exchange Act of 1934, as amended; |
| · | “Executive Plan”: incentive plan for the Company’s executive officers; |
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| · | “FCPA”: U.S. Foreign Corrupt Practices Act of 1977; |
| · | “FPC”: Building administration expenses and collective promotion funds (Fondo de Promoción Colectiva); |
| · | “FyO”: Futuros y Opciones.Com S.A.; |
| · | “GCBA”: Government of the Autonomous City of Buenos Aires (Gobierno de la Ciudad de Buenos Aires); |
| · | “GCDI”: GCDI S.A.; |
| · | “GDP”: Gross Domestic Product; |
| · | “GDSs”: Global Depositary Shares each representing 10 shares of IRSA’s common stock, issued pursuant to the deposit agreement, dated as of as of May 24, 1994, as amended and restated as of December 12, 1994, as amended and restated as of November 15, 2000, between IRSA and The Bank of New York; |
| · | “GLA”: Gross Leasable Area; |
| · | “IAS 29”: Financial Reporting in Hyperinflationary Economies; |
| · | “IASB”: International Accounting Standards Board; |
| · | “ICSID”: International Centre for Settlement of Investment; |
| · | “IFRS Accounting Standards”: International Financial Reporting Standards Accounting Standards; |
| · | “IGJ”: Public Registry of Commerce of the City of Buenos Aires (Inspección General de Justicia); |
| · | “ILPA Plan”: Long-Term Share-Based Incentive Plan; |
| · | “IMF”: International Money Fund; |
| · | “Income Tax Law”: Law No. 20,628, as amended; |
| · | “INCRA”: Brazilian Institute of Agrarian Development (Instituto Nacional de Colonização e Reforma Agrária); |
| · | “INDEC”: National Institute of Statistics and Censuses (Instituto Nacional de Estadística y Censos); |
| · | “Investment Company Act”: Investment Company Act of 1940, as amended; |
| · | “IPC”: Consumer Price Index (Índice de Precios al Consumidor); |
| · | “IRS”: Internal Revenue Service; |
| · | “IRSA”: IRSA Inversiones y Representaciones S.A.; |
| · | “IRSA CP”: IRSA Propiedades Comerciales S.A.; |
| · | “kg” or “kgs”: Argentina standard measure of weight, a kilogram is equal to approximately 2.2 pounds; |
| · | “KPIs”: key performance indicators; |
| · | “LGS”: Argentine General Corporation Law No. 19,550 (Ley General de Sociedades); |
| · | “MERCOSUR”: Common Market of the South; |
| · | “MULC”: Foreign Exchange Market (Mercado Único y Libre de Cambios); |
| · | “m2, or “sqm”: Standard measure of area in the real estate market in Argentina is the square meters; |
| · | “NASDAQ”: National Market of the Nasdaq Stock Market; |
| · | “NIS”: Israel Currency; |
| · | “NYSE”: New York Stock Exchange; |
| · | “Official Gazette”: Official Gazette of Argentina (Boletín Oficial de la República Argentina); |
| · | “PEN”: Argentine Executive Branch (Poder Ejecutivo Nacional); |
| · | “PFIC”: Passive Foreign Investment Company; |
| · | “Real,” “Reais,” “Rs.” or “BRL”: Brazilian Real, the legal currency Brazil; |
| · | “Real Estate Registry”: Argentine Real Estate Property Registry (Registro de la Propiedad Inmueble); |
| · | “RWS”: Responsible Wool Standard; |
| · | “SEC”: United States Securities and Exchange Commission; |
| · | “Securities Act”: U.S. Securities Act of 1933, as amended; |
| · | “SENASA”: Servicio Nacional de Sanidad y Calidad Agroalimentaria; |
| · | “RTRS”: Round Table on Responsible Soy; |
| · | “TAP”: Tax on Personal Assets; |
| · | “tons” or “Tns”: Argentina standard measure of weight, a metric ton is equal to 1,000 kilograms; |
| · | “UIF”: Financial Information Unit (Unidad de Información Financiera); |
| · | “U.S.”: United States of America; |
| · | “USD and/or U.S. dollars”: U.S. currency; |
| · | “VAM”: Vista al Muelle S.A. |
| · | “VAT”: Value Added Tax; |
| · | “WEO”: World Economic Outlook, prepared by IMF; |
| · | “YPF”: Yacimientos Petrolíferos Fiscales S.A.; |
| · | “2BSvs”: Biomass Biofuels Sustainability voluntary scheme. |
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DISCLAIMER REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report contains and incorporates by reference statements that constitute estimates and forward-looking statements. The words “believe,” “will,” “may,” “may have,” “would,” “estimate,” “continues,” “anticipates,” “intends,” “should,” “plans,” “expects,” “predicts,” “potential,” “seek” and similar words or phrases, or the negative of these terms or other similar expressions, are intended to identify estimates and forward-looking statements. Some of these statements include statements regarding our current intent, belief or expectations. While we consider these expectations and assumptions to be reasonable, forward-looking statements are subject to various risks and uncertainties, most of which are difficult to predict and many of which are beyond our control. Forward-looking statements are not guarantees of future performance. Actual results may be substantially different from the expectations described in the forward-looking statements. Accordingly, investors should not place undue reliance on forward-looking statements as a prediction of actual results.
We have based these forward-looking statements on our current beliefs, expectations and assumptions about future events. While we consider these expectations and assumptions to be reasonable, they are inherently subject to significant risks and uncertainties, most of which are difficult to predict and many of which are beyond our control. The risks and uncertainties that may affect our forward-looking statements include, among others, the following:
| · | changes in general economic, financial, business, political, legal, social or other conditions in Argentina, Brazil, Latin America, and other developed and/or emerging markets, including as a result of provincial mid-term legislative elections held on September 7, 2025, and the national mid-term legislative elections expected to take place in Argentina on October 26, 2025; |
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| · | the policies of the current administration in Argentina, including the ability of the current administration to foster economic growth, implement business friendly policies and facilitate access to foreign capital by Argentine companies; |
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| · | changes in foreign exchange regulations and exchange control measures implemented by the Argentine Central Bank and the Argentine Government; |
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| · | changes in capital markets in general that may affect policies or attitudes toward lending to or investing in Argentina, Brazil and Latin America including volatility in domestic and international financial markets; |
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| · | inflation and interest rates; |
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| · | fluctuations and decreases in exchange rates relative to the Peso, Brazilian real, and U.S. dollar against other currencies, as well as fluctuations in prevailing interest rates in Argentina; |
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| · | increases in financing costs or our inability to obtain additional financing on attractive terms, which may limit our ability to fund existing operations and to finance new activities; |
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| · | current and future regulations and changes in law or in the interpretation by courts; |
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| · | business seasonality in the sectors in which we operate; |
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| · | price fluctuations in the agricultural market; |
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| · | pest infestations and diseases on our crop yields and cattle production; |
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| · | political, civil and armed conflicts; |
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| · | risks related to climate change; |
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| · | impact of the spread and variants of infectious diseases, including Covid-19, on our business; |
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| · | adverse legal or regulatory disputes or proceedings; |
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| · | fluctuations in the aggregate principal amount of Argentine and Brazilian public debt outstanding and any default on Argentina’s sovereign debt; |
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| · | the impact on the negotiation with the IMF and the restructuring of Argentina’s sovereign debt with the IMF; |
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| · | governmental intervention in the private sector and in the economy, including through nationalization, expropriation, labor regulation, or other acts; |
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| · | increased competition in the shopping mall sector, office or other commercial properties and related industries; |
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| · | our ability to retain key members of our senior management, and our relationship with our employees; |
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| · | potential loss of significant tenants at our shopping malls, offices or other commercial properties; |
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| · | our ability to take advantage of opportunities in the real estate market on a timely basis; |
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| · | restrictions on energy supply or fluctuations in prices of utilities in the Argentine market; |
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| · | our ability to meet our debt obligations; |
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| · | shifts in consumer purchasing habits and trends; |
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| · | technological changes and our potential inability to implement new technologies; |
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| · | threats of cybersecurity breaches; |
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| · | deterioration of regional, national or global businesses and economic conditions; |
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| · | the integration of any acquisitions and the failure to realize expected synergies; |
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| · | an increase and/or creation of taxes; |
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| · | changes in current regulations related to urban and commercial leases; |
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| · | incidents of government corruption that adversely impact the development of our real estate projects; and |
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| · | the risk factors discussed under “Risk Factors”. |
Forward-looking statements refer only to the date of this Annual Report, and we undertake no 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.
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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.cresud.com.ar). The information contained in our website does not form part of this Annual Report.
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PRESENTATION OF FINANCIAL AND CERTAIN OTHER INFORMATION
General
In this Annual Report, references to “Cresud,” the “Company,” “we,” “us” and “our” means Cresud Sociedad Anónima Comercial, Inmobiliaria, Financiera y Agropecuaria, and its consolidated subsidiaries, unless the context otherwise requires, or where we make clear that such term refers only to Cresud and not to its subsidiaries.
References to “ADSs” are to the American Depositary Shares, each representing 10 shares of our common stock, issued pursuant to the Deposit Agreement, and references to “ADRs” are to the American Depositary Receipts, which represent the ADSs.
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, 2025 and 2024 and for the years ended June 30, 2025, 2024 and 2023, and the notes thereto are set forth on pages F-1 through F-99 of this Annual Report.
Our Audited Consolidated Financial Statements have been approved by resolution of the Board of Directors’ meeting held on October 23, 2025 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 any 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 beginning on 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 accounting standards.
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Currency
Unless otherwise specified or the context otherwise requires, references in this Annual Report to “Peso,” “Pesos,” “peso” or “ARS” are to Argentine pesos, references to “U.S. dollars,” “dollars” or “USD” are to United States dollars and references to “Real,” “Reais,” “Rs.” or “BRL” are to Brazilian Real, the legal currency Brazil.
Unless otherwise indicated, 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 1,205.00 per USD 1.00 as of June 30, 2025. The average seller exchange rate for fiscal year 2025, quoted by Banco de la Nación Argentina was ARS 1,034.58. The seller exchange rate quoted by Banco de la Nación Argentina was ARS 1,484.50 per USD 1.00 as of October 22, 2025. 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.”
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., 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.
In Argentina the standard measure of weight are the tons (“tons” or “Tns”) and kilograms (“kg” or “kgs”), while in the United States and certain other jurisdictions the standard measure of weight is the pound or the bushel. A metric ton is equal to 1,000 kilograms. A kilogram is equal to approximately 2.2 pounds. A metric ton of wheat is equal to approximately 36.74 bushels. A metric ton of corn is equal to approximately 39.37 bushels. A metric ton of soybean is equal to approximately 36.74 bushels. One kilogram of live weight cattle is equal to approximately 0.5 to 0.6 kilograms of carcass (meat and bones).
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
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 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, 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 |
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| 910.50 |
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| 257.70 |
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| 613.03 |
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| 910.50 |
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June 30, 2025 |
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| 1,200.50 |
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| 912.50 |
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| 1,032.46 |
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| 1,200.50 |
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Month ended: |
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July 31, 2025 |
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| 1,369.50 |
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| 1,217.50 |
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| 1,265.30 |
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| 1,369.50 |
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August 31, 2025 |
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| 1,359.50 |
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| 1,288.00 |
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| 1,323.75 |
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| 1,337.50 |
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September 30, 2025 |
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| 1,470.50 |
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| 1,321.50 |
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| 1,396.57 |
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| 1,375.50 |
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October, 2025 (through October 22, 2025) |
| 1,486.00 |
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| 1,344.50 |
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| 1,420.63 |
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| 1,484.50 |
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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, Brazil and other Countries Where We Operate
| · | We depend on macroeconomic and political conditions in Argentina. |
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| · | Exchange rate volatility may adversely affect the Argentine economy as well as our financial performance. |
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| · | Economic and political developments in Argentina, and future policies of the Argentine Government may adversely affect the sectors in which we operate. |
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| · | The policies or measures adopted by the Argentine Government from time to time may adversely affect the Argentine economy and the sectors in which we operate. |
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| · | The maintenance or implementation of additional exchange controls regulations, restrictions on transfers abroad and capital inflow restrictions could limit the availability of international credit and could threaten the financial system. |
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| · | Inflation could adversely affect the Argentine economy and our operational results. |
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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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| · | The Brazilian government has exercised, and continues to exercise, significant influence over the Brazilian economy, which, together with Brazilian political and economic conditions, may adversely affect us. |
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| · | Our business is dependent on economic conditions in the countries where we operate or intend to operate. |
Risks Relating to Our Agricultural Business
| · | Fluctuation in market prices for our agriculture products could adversely affect our financial condition and results of operations. |
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| · | Worldwide competition in the markets for our products could adversely affect our business and results of operations. |
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| · | Unpredictable weather conditions, pest infestations and diseases may have an adverse impact on our crop yields and cattle production. |
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| · | Our cattle are subject to diseases which can negatively impact the demand for and sales of cattle production. We may be exposed to significant losses due to volatile crop prices since a significant portion of our production is not hedged, and exposed to crop price risk. |
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| · | The creation of export taxes and/or market intervention may have an adverse impact on our sales and results of operations. |
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| · | We depend on international trade and economic and other conditions in our key export markets. |
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Risks Relating to IRSA’s Business in Argentina
| · | IRSA is subject to risks inherent to the operation of shopping malls that may affect our profitability. |
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| · | IRSA’s performance is subject to the risks associated with its properties and with the real estate industry. |
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| · | IRSA could be adversely affected by decreases in the value of its investments. |
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| · | IRSA’s level of debt may adversely affect its operations and its ability to pay its debt as it becomes due and its capacity to successfully access the local and international markets on favorable terms affects its cost of funding. |
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| · | IRSA’s assets are highly concentrated in certain geographic areas and an economic downturn in such areas could have a material adverse effect on its results of operations and financial condition. |
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| · | The loss of tenants could adversely affect IRSA’s operating revenue and value of its properties. |
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| · | IRSA may face risks associated with acquisitions of properties. |
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| · | IRSA’s future acquisitions may not be profitable. |
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| · | IRSA may be liable for certain defects in its buildings. |
Risks Relating to IRSA’s 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 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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| · | Potential Adverse Effects of Consumer Protection Law and Class Actions on Banco Hipotecario. |
Risks Relating to our ADSs and Common Shares
| · | Shares eligible for sale could adversely affect the price of our common shares and ADSs. |
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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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| · | 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 ADSs would suffer negative consequences. |
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| · | Changes in Argentine tax laws may affect the tax treatment of our common shares or ADSs. |
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| · | Holders of the ADSs may be unable to exercise voting rights with respect to the common shares underlying their ADSs. |
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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 ADSs 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.
Developments in economic and political conditions in Argentina, and measures taken by the Argentine Government, have had and are expected to continue to have a significant impact on our business, results of operations and financial condition. Argentina is an emerging country and investing in emerging markets generally carries additional risks.
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.
Argentine economic conditions are dependent on a variety of factors, including the following: (i) domestic production, international demand and prices for Argentina’s principal commodity exports; (ii) the competitiveness and efficiency of domestic industries and services; (iii) the stability and competitiveness of the Peso against foreign currencies; (iv) the rate of inflation; (v) the government’s fiscal deficits or surpluses and the level of expenditure by the Argentine Government; (vi) the government’s public debt levels; (vii) foreign and domestic investment and financing; (viii) governmental policies and the legal and regulatory environment; (ix) fluctuations in the Central Bank’s international reserves; (x) labor disputes and work stoppages; (xi) the level of unemployment; and (xii) political instability and social tensions.
According to the World Bank’s Global Economic Prospects report of June 2025, the Argentine economy is expected to grow by 5.5% in 2025, and by 4.3% in 2026 and 2027, driven mainly by developments in the agriculture, energy, and mining sectors. In addition, according to the IMF’s World Economic Outlook report of October 2025, Argentina’s GDP is expected to grow by 4.5% in 2025 and by 4.0% in 2026. We cannot assure you whether these estimates will be met.
On December 10, 2023, Javier Milei took office as President of Argentina and pledged to implement significant economic reforms. The current 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 current 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.
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.
Moreover, certain fiscal adjustment measures implemented by the Argentine Government, including the reduction of public spending and the elimination of subsidies, could lead to a contraction in domestic demand and a slowdown in economic activity in the short term. A contraction in economic activity could negatively affect the demand for our products and services, access to financing, employment levels and consumers’ purchasing power, which could have a material adverse effect on our business, results of operations and financial condition.
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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 ADSs and our common shares to decline.
Exchange rate volatility may adversely affect the Argentine economy as well as our financial performance.
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. According to the exchange rate information published by the Banco de la Nación Argentina, the Argentine Peso has depreciated 27.7%, 356.3% and 72.5% in 2024, 2023 and 2022, respectively, although it is estimated that the Peso has appreciated against the U.S. dollar in real terms around 40% during 2024, being the most strengthened currency in real terms during the last year. The value of the Peso compared to other currencies is dependent, in addition to other factors, on the level of international reserves maintained by the Central Bank, which have also shown significant fluctuations in recent years. As of October 20, 2025, the international reserves of the Central Bank totaled USD 41,316 million.
Fluctuations in the value of the peso may also adversely affect the Argentine economy, our financial condition and results of operations. 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 present 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 operations, and our ability to repay our debt within the respective maturity dates and may affect the market value of our ADSs, as a result of the overall effects of the weakening of the Argentine economy.
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.
Economic and political developments in Argentina, and future policies of the Argentine Government may adversely affect the sectors in which we operate.
The Argentine Government has historically exercised significant influence over the economy, and our Company has operated in a highly regulated environment. In the past, Argentine administrations have directly intervened in the economy, including through expropriations and nationalizations, the imposition of price controls and exchange controls, and other measures that significantly limited private sector activity.
Since December 2023, under President Milei, the current administration has sought to implement policies, focused on deregulation, reduction of state intervention in the economy, fiscal adjustment, and the liberalization of markets. While these policies aim to foster private sector activity and foreign investment, they remain subject to political, economic and social challenges, and their long-term sustainability is uncertain.
On September 22, 2025, through Decree No. 682/2025, the Argentine Government announced the removal of export duties on more than 70 agro-industrial products, directly impacting Argentina’s exports of grains, meat, and by-products. The decree establishes a 0% export tax rate until October 31, 2025 or until the quota of USD 7 billion in sworn export sales affidavits is exhausted. The reduction to 0% of export duties for beef, poultry, and horse meat, live animals, and by-products will apply until October 31, 2025, and will remain in effect as it is not included in the USD 7 billion quota.
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In addition, future political developments may result in a reversal of current policies. A change in government administration could lead to a reintroduction of measures such as expropriations, nationalizations, mandatory contract amendments, price controls, exchange controls, or changes in taxation policies, including tax increases and retroactive claims. The recurrence of such measures could have a material adverse effect on our business, financial condition, and results of operations.
In the legislative elections held in the Province of Buenos Aires on September 7, 2025, the opposition party Fuerza Patria obtained approximately 47.28% of the vote against 33.71% for the ruling coalition La Libertad Avanza, thereby securing a majority in the provincial legislature. This outcome may increase political uncertainty at the national level and the risk of policy reversals.
In October 2025, mid-term national legislative elections are expected to take place in Argentina. As a result of these elections, 127 of the 257 members of the Argentine Congress and 24 of the 72 members of the Argentine Senate will be elected. The impact of these elections and any measures taken by the government on the Argentine economy, as a whole and in the banking sector in particular, remains uncertain. We are unable to predict the measures that the Argentine Government may adopt in the future, and how they will impact on the Argentine economy and our results of operations and financial condition.
Additionally, 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 ADSs 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.
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 ADSs, our business, financial condition and/or results of operation.
The policies or measures adopted by the Argentine Government from time to time may adversely affect the Argentine economy and the sectors in which we operate.
The Argentine Government has historically exercised significant influence over the economy, and our Company has operated in a highly regulated environment. In the recent past, the Argentine Government has directly intervened in the economy, including through the implementation of expropriation and nationalization measures, price controls and exchange controls. 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.
In 2023, President Milei announced various measures and policies, including the Decree 70/2023, which initiated a comprehensive series of measures designed to reform the Argentine economy. The decree made various amendments in several areas, such as economic, labor, foreign trade, energy and legal policy, often with the goal of repealing relevant regulations. Additionally, significant adjustments were implemented in the Argentine Civil and Commercial Code, mainly focused on foreign currency obligations, as well as easing of regulation of contracts and restrictions to judicial authority in contractual intervention.
Although Decree No. 70/2023 became effective as of December 29, 2023, it remains subject to congressional and judicial review. Decree No. 70/2023 was rejected by the Argentine Senate on March 14, 2024. As of the date of this Annual Report, certain legal actions are pending questioning the constitutionality of the decree.
Concurrently with Decree 70/2023, President Milei submitted an “Omnibus Law” bill to the Argentine Congress, that included liberal economic measures and a strong fiscal adjustment. The bill aimed to deregulate the economy, reduce ministries and structures of the Argentine Government, ease labor laws, and privatize state-owned companies. On February 6, 2024, the Argentine Congress submitted the Omnibus Law bill to a legislative committee for approval. In April 2024, the Argentine Government submitted to the Argentine Congress a new version of the Omnibus Law bill with a more limited scope. On June 27, 2024, the bill was approved by the Argentine Congress.
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The political and economic uncertainty remains high, including as a result of the mid-term congressional elections that are expected to take place in Argentina on October 26, 2025, which may influence the ability of the Argentine Congress and the Argentine Government to apply new political and economic measures, and may affect measures already in force, which may have a negative effect on the Argentine economy and on our business and results of operations. In addition, we cannot assure you that the regulatory reforms introduced by President Milei will be sustained in the long term. Argentine courts have suspended certain provisions of the Decree No. 70/2023, particularly those related to labor matters that require companies to assume greater responsibility for the costs and risks associated with subcontracted labor and the calculation of salaries, severance payments, and social security contributions.
Moreover, companies operating in Argentina may face risks such as strikes, social unrest, mandatory amendment of existing contracts, and changes in taxation policies, including tax increases and retroactive tax claims.
We cannot guarantee 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 ADSs, business, financial condition, and/or operational results, nor can we assert that they will be successful in correcting the energy production sector in Argentina.
The maintenance or implementation of additional exchange controls regulations, restrictions on transfers abroad and capital inflow restrictions could limit the availability of international credit and could threaten the financial system.
In the past, the Argentine Government has increased controls on the sale of foreign currency, limiting transfers of funds abroad. Measures taken by the Argentine Government significantly curtailed access to the official foreign exchange market and, as a result, an unofficial U.S. dollar trading market developed in which the Peso-U.S. dollar exchange rate differed substantially from the official Peso-U.S. dollar exchange rate. The current exchange controls apply with respect to access to the foreign exchange market by residents for savings and investment purposes abroad, the payment of external financial debts abroad, the payment of dividends in foreign currency abroad, payments of imports and exports of goods and services, and the obligation to repatriate and settle the proceeds from exports of goods and services for Pesos, among others.
In September 2020, the Central Bank issued Communication “A” 7106 which restricted the access to the foreign exchange market for the repayment of principal payments under certain external financial indebtedness maturing between October 15, 2020 and March 31, 2021, which led many borrowers to restructure or refinance their debts. These restrictions were further amended and applied to external financial indebtedness maturing between October 15, 2020 and December 31, 2023. We cannot assure you whether the Central Bank will adopt similar restrictions in the future.
On April 11, 2025, the Central Bank announced the start of “phase 3” of its economic program which introduces significant changes to its monetary and exchange rate policy. A managed floating exchange rate system was implemented, allowing the U.S. dollar to fluctuate within a band of Ps.1,000 to Ps.1,400, adjusted monthly by approximately 1%. The Argentine Government lifted certain foreign exchange controls and, as a result tax surcharges were eliminated, except for tourism and credit card transactions. However, certain regulatory limitations remain in place, such as restrictions that prevent individuals who access the official foreign exchange market from operating in the financial markets through Contado con Liquidación and MEP dollar transactions for 90 days following the purchase of foreign currency through the official market. For corporations, restrictions on import payments and new dividends repatriation were eased, while a new BOPREAL bond was introduced to address legacy external liabilities. The export incentive program known as the “dólar blend” was eliminated to simplify the exchange market. The monetary policy framework was reformed to focus on strict control of monetary aggregates, particularly the M2 private transactional aggregate, with no monetary financing of the fiscal deficit or interest payments on Central Bank liabilities.
We cannot anticipate how long the current measures will be in force or if additional restrictions will be imposed. The Argentine Government could maintain or impose new exchange controls, restrictions and take other measures in response to capital flight or a significant depreciation of the Peso, which could in turn limit access to the international capital markets and affect the Argentine economy. In addition, the evolving exchange control restrictions and measures may result in Central Banks’s information requests, enforcement actions and penalties due to diverging interpretations of foreign exchange regulations.
In addition, during 2023, the imposition of further exchange controls deeply broadened the difference between the official exchange rate, which is currently used for both commercial and financial operations, and other informal exchange rates that arise implicitly as a result of certain operations commonly carried out in the capital market. However, in an effort to address the fiscal deficit, the Argentine Government implemented a currency adjustment, which has narrowed the gap between the official exchange rate and the other informal exchange rates.
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The Argentine Government could maintain a single official exchange rate or create multiple exchange rates for different types of transactions, substantially modifying the applicable exchange rate at which we acquire currency for different purposes. Furthermore, existing or future measures could undermine the Argentine Government’s public finances, which could adversely affect Argentina’s economy, which, in turn, could adversely affect our business, financial condition and results of operations.
Inflation could adversely affect the Argentine economy and our operational results.
Historically, inflation has materially undermined the Argentine economy and the Argentine Government’s ability to create conditions that allow economic growth in Argentina. In recent years, Argentina has confronted inflationary pressures, evidenced by significantly higher fuel, energy and food prices, among other factors.
The Milei administration has applied certain measures in relation to price deregulations in food supplies, health insurances, communications, transport, electricity and gas tariffs and the price of gasoline that have affected prices, creating additional inflationary pressure during December 2023 and 2024.
According to data published by the INDEC, during 2024 there was a significant deceleration of year-on-year inflation with respect to 2023. The National CPI variation during 2024 was 117.8%, a significant deceleration compared to the 211.4% in 2023. Notwithstanding the deceleration of inflation during 2024, inflation continues to be high. During 2025, CPI rates were 2.2% in January, 2.4% in February, 3.7% in March, 2.8% in April, 1.5% in May, 1.6% in June, 1.9% in July, 1.9% in August, and 2.1% in September consolidating a lowering inflation rate as compared to 2024. On September 4, 2025, the Central Bank announced that the new inflation estimate for 2025 will be approximately 29.5% pursuant to its survey of market expectations (Relevamiento de Expectativas de Mercado). As of to the date of this Annual Report, the Argentine Government seems to have stabilized the value of the Argentine Peso through fiscal and monetary policies having a positive impact on lowering inflation rates. If such policies cannot be maintained, or in the future are no longer effective, an increase in inflation rates could be expected.
A high inflation rate 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 to businesses. In turn, a portion of Argentina’s debt continues to be adjusted by 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, either in whole or in part, and consequently in Argentina’s financial obligations, which could exacerbate the stress on the Argentine economy. An inflationary environment could undermine our results of operations, adversely affect our ability to finance the working capital needs of our businesses on favorable terms and our results of operations and cause the market value of our ADSs and our common shares to decline.
There is uncertainty regarding the effectiveness of the policies implemented by the Argentine Government to control, maintain and further reduce inflation and the potential impact of those policies in the future. We cannot assure that the inflation rates will not increase in the future or that measures taken or to be taken by the Argentine Government to control inflation will be effective in the long term. High inflation may adversely affect the Argentine economy, which in turn may have a negative impact in our financial condition and results of operations.
High levels of public spending in Argentina could generate long-lasting adverse consequences for the Argentine economy.
In the past, the Argentine Government has sustained high levels of fiscal deficit and has resorted regularly to the Central Bank to source part of its funding requirements. In 2022, public sector expenditure increased approximately 54.8% and the Argentine Government achieved a primary fiscal deficit of 2.4% of Argentina’s GDP, according to the Argentine Ministry of Treasury. In 2023, public sector revenues decreased approximately 4.7%, mainly as a result of the significant decrease in income as a result of the drought which occurred in Argentina in 2023, public expenditures decreased 4.9%, mainly due to a reduction in real terms in social benefits and subsidies, and the Argentine Government achieved a primary fiscal deficit of 2.9% of Argentina’s GDP. In 2024, public sector revenues increased approximately 7.2% in real terms and public expenditures decreased 4.4% compared to 2023, mainly due to the reduction of public works, and the Argentine Government achieved a primary fiscal surplus of 1.8% of Argentina’s GDP.
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Despite the commitment from the current Argentine administration to eliminate the fiscal deficit, and the achievement of a financial and primary fiscal surplus in 2024, we cannot assure you that such levels of public expenditures and public sector revenues can be sustained by the Argentine Government. As a result, we cannot assure you that in the future the Argentine Government will not seek to finance its deficit by gaining access to the liquidity available in the local financial institutions. In that case, the initiatives of the Argentine Government that increase the exposure of local financial institutions to the public sector could affect the liquidity and asset quality of the financial system and have a negative effect on clients’ confidence in the financial system.
Argentina’s ability to obtain financing from international markets could be limited, which may impair its ability to implement reforms and foster economic growth.
Argentina’s history of external debt defaults and prolonged litigation with holdout creditors may repeat in the future and prevent Argentine companies such as us from accessing international capital markets, or may result in higher costs and more onerous financing conditions, which could negatively affect our business, financial condition, operating results, and ability to meet our obligations. Following the default on its external debt in 2001, Argentina attempted to restructure its outstanding debt through exchange offers in 2005 and again in 2010. Holders representing approximately 93% of Argentina’s defaulted debt participated in the exchanges, but several bondholders did not participate and initiated legal actions against Argentina. The Argentine Government eventually reached agreements with such bondholders after more than 15 years of litigation. Additionally, in August 2020, the Argentine Government successfully negotiated the restructuring of Argentine bond debt representing approximately USD 65 billion owed to several bondholders.
In 2009, Argentina signed a swap agreement with the People’s Republic of China (the “Swap”) for CNY 70 billion (approximately USD 9.9 billion). In June 2024, the Argentine Government reached an agreement with the People’s Republic of China to refinance the Swap, pursuant to which the maturity dates of the Swap were extended to 2025 and 2026. The Swap is expected to mature in mid-2026. A devaluation of the Chinese yuan could affect the value of the debt denominated in that currency and the Central Bank’s reserve balance.
In January 2022, Argentina entered into a 30-month Extended Fund Facility arrangement with the IMF to refinance the debt originally borrowed from the IMF in 2018, for an amount of more than USD 40 billion. The arrangement expired at the end of 2024, upon completion of its original term; however, repayment obligations under that program, including interest and surcharges, remain outstanding and are scheduled to be serviced over the coming years.
In December 2023, under the administration of President Milei, the Development Bank of Latin America granted a loan to Argentina for USD 960 million, intended as bridge financing to allow Argentina to cover its debt service payments to the IMF. In November 2024, the Inter-American Development Bank and the World Bank provided financing to Argentine in the amount of approximately USD 4 billion.
In April 2025, the IMF approved an extended fund facility program for Argentina totaling approximately USD 20 billion, with a 10-year term and a 4.5 year-grace period on payments of principal. By the end of 2025, disbursements under this extended fund facility program are expected to total USD 15 billion, of which USD 12 billion were disbursed to Argentina in April 2025 and USD 2 billion in August 2025, and USD 1 billion is expected to be disbursed before the end of 2025. The program aims to strengthen the Central Bank’s reserves, partially lift currency controls with a band between 1,000 and 1,400 pesos per dollar, and stabilize the exchange rate. The USD 12 billion from the first disbursement was used to fully repay the Central Bank’s non-transferable notes maturing in 2025 and 2026, and to partially repay the Central Bank’s non-transferable notes maturing in 2029.
In the past, Argentina has negotiated amendments to its debt instruments with the members of the Paris Club. In 2020, Argentina postponed the payment of USD 2.1 billion which was due in May 2020 and subsequently proposed to extend other maturities and reduce the interest rates of such instruments. After several extensions and a temporary “bridge” loan entered into between Argentina and the members of the Paris Club to avoid default under the existing debt instruments, in October 2022 an addendum was signed rescheduling the payment of USD 1.971 billion, reducing the initial interest rate from 9% to 3.9% in the first installments and extending maturities until 2028. In June 2023, Argentina signed bilateral agreements with 15 of the 16 creditor countries to refinance the outstanding debt.
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In May 2025, the Argentine Government published Decree No. 313/2025 approving the granting to Argentina of a loan of USD 500 million by the Inter-American Development Bank to finance Argentina’s balance of payments and improve the monetary and exchange rate policy framework in Argentina. The USD 500 million disbursement is expected to be made in a single payment, with repayment over seven years under a semiannual amortization schedule.
In October 2025, the U.S. Secretary of Treasury announced that the U.S. Government had reached an agreement with the Argentine Government to implement a USD 20 billion currency swap with the Central Bank, although President Trump later announced that such currency swap agreement would be conditioned upon the results of the elections that will be held in Argentina on October 26, 2025. The U.S. Secretary of Treasury also reported that the U.S. Department of Treasury had sold U.S. dollars in the Argentine market in exchange for pesos in order to strengthen the stability of the exchange rates.
On October 6, 2025, JP Morgan announced the removal of Argentina from its EMBI+ index, which measures sovereign risk on a real-time basis, and its inclusion solely in the EMBI Global Diversified index, which is updated once per day. This change may reduce the visibility and liquidity of Argentine debt instruments and could negatively affect investor perception of Argentine sovereign and corporate credit risk. A potential decrease in investor demand or an increase in the risk premium required for Argentine issuers could result in higher financing costs and reduced access to international capital markets. Any such developments could adversely affect the market value of our debt securities and our ability to obtain financing on favorable terms.
The Argentine economy and finances may be adversely affected as a consequence of a decrease in the international prices of commodities.
Argentina’s economy has historically been centered on the production and export of certain commodities, including agricultural products such as cereals, fats and oils, beef and dairy products, and oil. Argentina’s reliance on the production and export of these commodities has made the country more vulnerable to fluctuations in their prices.
The commodities market is characterized by its volatility. A decrease in commodity prices may adversely affect the Argentine Government’s fiscal revenues and the Argentine economy as a whole and, as a result, negatively impact our business, results of operations and financial condition. Given its reliance on these agricultural commodities, Argentina is also vulnerable to weather events, such as the droughts which occurred in Argentina in 2018 and 2023, which may negatively affect the production of agricultural products, reducing fiscal revenues and the inflow of U.S. dollars.
The conflict between Russia and Ukraine and the conflict in the Middle East have affected and could continue to affect other countries worldwide, generating increases in the international prices of oil, gas and other commodities, including those produced by Argentina. However, 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. In addition, foreign trade policies announced by the new U.S. administration may have a significant impact in international prices and, consequently, demand. We cannot predict the impact that these policies may have on investment levels and prices of commodities, and how these impacts may affect the Argentine economy.
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 on the agricultural sector. This would negatively impact the revenues of the Argentine Government and its capacity to comply with the payments of its public debt, eventually generating recessive or inflationary pressures, thus affecting our business, financial situation and the results of our operations.
Developments in other countries and “contagion” effects could have an adverse effect on the Argentine economy and our financial performance.
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.
The effects of a global or regional financial crisis and related turmoil in the global financial system may have a negative impact on our business, capacity to access credit and international capital markets, financial condition and results of operations, which is likely to be more severe on an emerging market economy, such as 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, or by events in the economies of developed countries or in other emerging markets.
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On November 3, 2024, the United States held a presidential election in which President Trump was elected president of the United States. Mr. Trump assumed the presidency on January 20, 2025. Potential changes in economic, social, political, and regulatory conditions in the United States, as well as shift in international trade policies, could generate uncertainty in global markets and negatively impact on emerging markets, such as Argentina, which could adversely affect our operations.
In April 2025, Trump’s administration announced the imposition of new tariffs on certain imported goods, including goods imported from Argentina, and threatened increased tariffs of goods originating from countries that do not cooperate with United States policies. These measures present potential risks to international trade and foreign relations. We cannot assure you that the U.S. government will not impose additional tariffs on Argentina in the future and that the Argentine economy will not be adversely affected. In the event of certain changes in U.S. policy implemented by the current U.S. administration, the Argentine Government could implement retaliatory actions. Retaliatory actions by certain countries have raised concerns about potential disruptions in global trade and have resulted in market volatility and a decrease in the price of certain commodities, including oil, which could materially and adversely impact on the Argentine economy. As of the date of this Annual Report, the scope, structure, and timeline of the measures adopted by the U.S. administration remain unclear.
The economic activity of Brazil, one of Argentina’s main trade partners, also has an impact on Argentina’s economy. A depreciation of the Brazilian Real against the U.S. dollar has in the past, and would again in the future, put additional pressure on the exchange rate for the Argentine Peso against the U.S. dollar. Likewise, weak economic performance from Brazil would affect Argentine exports, particularly in the case of industrial goods, many of which Argentina exports to Brazil.
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 and the recent conflict between Israel and Iran have generated increases in the international prices of 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.
These conflicts may escalate, contributing to world economic instability and uncertainty in global financial markets, adversely affecting our operations.
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 ADSs and common shares.
The effects of an economic crisis on our customers and on us cannot be predicted. Economic factors such as unemployment, inflation and the unavailability of credit could also have a material adverse effect on our business, financial condition and results of operations. The financial and economic situation in Argentina or in other countries, such as Brazil, may also have a negative impact on us and third parties with whom we do, or may do, business.
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.
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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. On January 14, 2025, the Court of Appeals requested an order instructing Banco Santander to enforce the USD 313 million guarantee. As a result, the plaintiffs in the case enforced a €313 million guarantee that Argentina had deposited in March through a letter of credit issued by Banco Santander. In June 2025, the bondholders initiated proceedings in the United States, petitioning the District Court for the District of Columbia to recognize the British judgments in order to enforce them in that country.
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 ADSs 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.
In the last few years, the Argentine Government and the Central Bank have implemented certain measures that control and restrict the ability of companies and individuals to access to the foreign exchange market to purchase foreign currency and to transfer it abroad, in order to contain the decrease in the level of international reserves held by the Central Bank. Those measures include, among others: (i) restricting access to the Argentine foreign exchange market for the purchase or transfer of foreign currency abroad for any purpose, including the payment of dividends to interested non-residents; (ii) restricting the acquisition of any foreign currency to be held as cash in Argentina; (iii) requiring exporters to repatriate and settle in Pesos, in the local exchange market, all the proceeds of their exports of goods and services; (iv) limitations on repayment of foreign debt and to the transfer of securities into and from Argentina; (v) implementing taxes on certain transactions involving the acquisition of foreign currency; and (vi) restricting access (including, but not limited to, in connection with the term for making such payments) to the currency exchange market to pay for imports of goods and services. In the past, the Central Bank established certain additional restrictions such as establishing certain mandatory refinancing of U.S. Dollar-denominated debt. For further information, see “Item 10. Additional Information – Exchange Controls.”
On September 26, 2025 the Central Bank through Communication ‘A’ 8336 reinstated the cross-restriction rule, which imposes a 90-day period from the date of access to the official foreign exchange market, during which buyers of the official dollar are prohibited, either directly or indirectly, from transacting in the financial markets through Contado con Liquidación and MEP dollar transactions, and vice versa. This measure aims to curb arbitrage amid the emerging exchange rate gap between the different currency markets. The market reacted with an increase in financial exchange rates and a widening of the gap.
On April 11, 2025, the Argentine Government announced measures to loosen regulations concerning access to the foreign exchange market. These measures include: (i) the establishment of floating bands for the dollar exchange rate, allowing it to fluctuate between ARS 1,000 and ARS 1,400, with limits expanding at a rate of 1% per month; (ii) the elimination of the Export Increase Program which previously required 80% of exports to settle through the foreign exchange market and 20% through the financial market (also known as “Dollar Blend”); (iii) the elimination of foreign exchange restrictions for individuals, including the monthly USD 200 limit and restrictions on those who received pandemic-era government assistance, subsidies, public employment, or similar measures, as well as cross-restrictions under Communication “A” 7340. Additionally, the ARCA will remove the current tax perception on foreign currency acquisitions in the exchange market, remaining only on tourism and credit card payments; (iv) the authorization of profit distribution to foreign shareholders of Argentine companies, starting with financial years beginning in 2025; (v) the easing of deadlines for foreign trade operations payment, including (a) goods imports may be paid upon customs entry registration (previously 30 days); (b) imports of goods by small and medium-sized enterprises (“SMEs” or PyMEs, for its acronym in Spanish) companies may be paid from the origin dispatch (previously 30 days post customs entry registration); (c) service imports may be paid from the service provision date (previously 30 days); (d) capital goods imports may be paid with a 30% advance, 50% post port dispatch, and 20% after customs entry (previously 20% advance for SMEs); and (e) imports of services between related companies may be paid 90 days post service provision (previously 180 days); and (vi) a one-time removal of the 90-day restriction in Communication “A” 7340 for legal entities, to enhance operational efficiency in the foreign exchange market.
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Despite the recently announced measures by the Milei administration that have begun to gradually eliminate or ease certain foreign exchange restrictions, and the announcement that foreign exchange controls would be lifted by the end of 2025, no detailed plan or timing of this event has been disclosed. In addition, individuals were allowed unrestricted access to the official foreign exchange market, although the Argentine Government established a cross‑restriction that prevents those who purchase foreign currency in the official market from accessing financial dollars (MEP dollar and Contado con Liquidación) for a period of 90 days. Consequently, it cannot be assured that the Argentine Government and/or the Central Bank will not impose new foreign exchange controls in the near future; therefore, there is no certainty as to if, when, or to what extent these measures will be fully lifted. Given the unpredictable nature of political and economic events, it is not feasible to ensure that stricter exchange controls and transfer restrictions than those currently in effect will not be imposed. In the event of a period of crisis and political, economic, and social instability in Argentina, resulting in a significant economic contraction, the current administration may fundamentally change its economic, exchange and financial policies. These changes may be implemented with the aim of preserving the balance of payments, the Central Bank foreign exchange reserves, preventing capital flight, or a significant depreciation of the Peso. Potential changes include the mandatory conversion of obligations assumed by legal entities residing in Argentina in U.S. Dollars to Pesos. The implementation of such restrictive measures, in addition to external factors that are beyond our control, may have a significant impact on our results of operations and financial condition.
It is not possible to anticipate for how long these measures will be in force or even if additional restrictions will be imposed. Such measures could undermine the Argentine Government’s public finances, which could adversely affect Argentina’s economy, which, in turn, could adversely affect our business, results of operations and financial condition.
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.
As of June 30, 2025, 25% 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 our business, financial condition or results of operations.
Also, 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 99 of 180 in the Transparency International’s 2024 Corruption Perceptions Index.
For example, in 2018, the so-called “Cuadernos” case was initiated following the disclosure of notebooks written by Oscar Centeno, a former driver for the Ministry of Planning, which allegedly described systematic payments of bribes by business executives to public officials in exchange for public works contracts. This case involves several former government officials and prominent business leaders and is scheduled to go to trial in November 2025. Furthermore, on June 10, 2025, the Argentine Supreme Court upheld a six-year prison sentence and a permanent disqualification from holding public office against former President Cristina Fernández de Kirchner in the “Vialidad” case, related to fraudulent administration of public funds in connection with public works projects. The Federal Criminal Appeals Court (Cámara Federal de Casación Penal) confirmed that former President Cristina Fernández de Kirchner, together with the other defendants convicted in the “Vialidad” case, must pay ARS 684,990,350,139.86 as forfeiture and as an ancillary penalty for the crime of fraudulent administration to the detriment of Argentina.
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In August 2025, a political controversy involving allegations of corruption in the procurement of medicines for persons with disabilities created political uncertainty and public scrutiny in Argentina. Leaked audio recordings attributed to Diego Spagnuolo, former director of the National Disability Agency, implicated Karina Milei, sister of President Javier Milei and Secretary General of the Presidency, in authorizing contracts worth approximately USD 19 million with alleged kickbacks of 3–4%. These allegations led to judicial investigations, the filing of criminal complaints and searches of electronic devices. In addition, in October 2025, José Luis Espert, National Deputy for La Libertad Avanza and then a candidate for deputy in the Province of Buenos Aires, was charged in a case for alleged money laundering. The investigation arose from allegations that Espert had received USD 200,000 in 2020 from businessman Federico Machado, who is in detention and subject to an extradition request to the United States on charges related to drug trafficking and money laundering. Espert withdrew his candidacy for the national legislative elections. As of the date of this Annual Report, these proceedings remain ongoing.
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.
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 ADSs.
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.
Economic conditions in Argentina may be adversely affected by an outbreak of a contagious disease, such as Covid-19, that develops into a regional or global pandemic and other large scale public health events. The measures taken by governments, regulators and businesses to respond to any such pandemic or event may lead to slower or negative economic growth, supply disruptions, inflationary pressures and significant increases in public debt, and may also adversely affect our customers, which may lead to increased loan losses. Such measures could also impact the business and operations of third parties that provide critical services to us.
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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.
We are exposed to risks in relation to compliance with anti-corruption and anti-bribery laws and regulations.
Due to the nature of our activities, we are exposed to certain compliance risks. We must comply with regulations regarding customer conduct, market conduct, the prevention of money laundering and the financing of terrorist activities, the protection of personal data, the restrictions established by national or international sanctions programs and anti-corruption laws, 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.
On March 31, 2023, the District Court granted YPF’s motion for summary judgment and denied the plaintiffs’ motion for summary judgment with respect to YPF in its entirety. The District Court held that YPF has no contractual liability and owes no compensation to the plaintiffs for breach of contract and, consequently dismissed plaintiffs’ claims against YPF. The District Court denied Argentina’s motion for summary judgment, and the proceedings will continue between the plaintiffs and Argentina, which was ordered to pay USD 16 billion. In October 2023, Argentina filed an appeal against the judgment ordering it to pay USD 16 billion to investment fund Burford Capital in connection with the case arising from the expropriation of YPF.
On November 21, 2023, Judge Loretta Preska ruled in favor of Argentina’s request, allowing Argentina not to deposit the USD 16 billion, but at the same time ordered Argentina to provide other assets, such as YPF shares, as collateral to prevent seizures.
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Subsequently, Burford Capital formally requested that the District Court order Argentina to deliver the Class D shares of YPF held by the Argentine state to Burford Capital in partial satisfaction of the District Court judgment. Argentina opposed this motion.
On June 30, 2025, Judge Loretta Preska issued a ruling ordering Argentina to (i) transfer its Class D shares of YPF to a global custody account at The Bank of New York Mellon in New York within 14 days from the date of the order; and (ii) instruct BNYM to initiate a transfer of Argentina’s ownership interests in its Class D shares of YPF to Burford Capital and Eton Park, or to whomever they designate, within one business day from the date the shares are deposited in the account. On July 14, 2025, Judge Loretta Preska denied Argentina’s request to stay the order requiring the transfer of 51% of YPF’s shares to Burford Capital and Eton Park. Following the decision on July 14, 2025, Argentina filed an appeal before the U.S. Court of Appeals for the Second Circuit, which on August 15, 2025, issued a ruling favorable to the country. This ruling is not a decision on the merits but a procedural resolution that suspends Judge Preska’s order, allowing Argentina to continue with the appeal without having to deliver YPF shares or other assets as collateral.
Subsequently, on July 29, 2025, Judge Loretta Preska issued a series of orders seeking discovery related to the trial over the nationalization of 51% of YPF and the means to seize assets of Argentina and its state-owned companies. Among these orders, the judge requested access to the WhatsApp messages and emails of the Minister of Economy, Luis Caputo, and his predecessor, Sergio Massa.
As of the date of this Annual Report, the judgment has not been enforced. A favorable ruling was obtained from the High Commercial Court of Ireland on August 18, 2025, which rejected the plaintiffs’ request to enforce the YPF case judgment in Ireland. In September 2025, Judge Loretta Preska denied a request by YPF and Argentina to block the discovery of information, bringing Burford Capital closer to being able to seek the attachment of YPF’s assets. The order includes the obligation to provide documents, emails, and messages that could demonstrate that YPF acts as the “alter ego” of the Argentine Government, which would allow the plaintiffs to extend the enforcement of the judgment to YPF’s assets if Argentine Government’s liability is confirmed.
In October 2025, Argentina filed its brief before the U.S. Court of Appeals for the Second Circuit, and the Court scheduled the oral hearing for October 29, 2025. In addition, Argentina obtained the support of twelve foreign governments and international organizations that filed amicus curiae in favor of Argentina’s position including the United States, Spain, Mexico, Brazil, Chile, and the Organization of American States, among others.
Although the Argentine Government has publicly expressed its intention to appeal in all available instances, and despite these favorable rulings that allow it to continue its defense without enforcing the judgment, the effect that a potential final decision may have on public finances and on the Argentine economy in general remains uncertain.
In January 2025, Argentina suffered another legal setback in the United States in connection with its longstanding dispute over defaulted debt. The U.S. Supreme Court rejected the country’s appeal and authorized the seizure of Argentine assets totaling USD 310 million, which were held in accounts at the Federal Reserve in New York, Germany, and Switzerland.
The litigation originated from the default on Brady bonds and other securities following the 2001 crisis. These bonds had been issued in the 1990s as part of a debt restructuring but went into default when Argentina declared the largest sovereign default in its history. Although the country carried out debt restructurings in 2005, 2010, and 2016, certain creditors (including investment funds that had purchased the defaulted bonds, known as “vulture funds”) refused the exchanges and brought claims before U.S. courts seeking full repayment of their holdings.
The U.S. Supreme Court’s 2025 ruling upholds earlier decisions by lower courts that had already ruled in favor of the plaintiffs, consistent with the landmark 2014 case in which Argentina was ordered to pay the holdouts. This decision comes amid a challenging economic environment for the country, with limited international reserves and ongoing negotiations with the IMF. While the government may explore legal or diplomatic alternatives to prevent further seizures, the ruling increases pressure from creditors on Argentina and reignites debate over the consequences of its historic default.
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We cannot assure that new litigation will not be brought against Argentina, nor that any such new cases will not affect the Argentine economy and our business.
Any downgrade in Argentina's credit rating or rating outlook could adversely affect both the rating and the market price of the Company’s shares
As of the date of this Annual Report, Argentina’s long-term foreign currency debt is rated “CCC (Stable)” by S&P and “CCC+” by Fitch.
On February 6, 2025, S&P ratified Argentina’s long- and short-term foreign and local currency sovereign ratings at “CCC/C,” maintaining a stable outlook, confirmed the national scale rating at “raB+,” and improved the transfer and convertibility assessment from “CCC” to “B-,” reflecting a slight improvement in foreign currency access conditions.
On June 23, 2025, Morgan Stanley Capital International published a new report corresponding to its annual market review, in which it maintained Argentina’s credit rating as a “standalone” market. This is the lowest rating the institution assigns to national markets and is based, as explained in its “market accessibility” report, on “the persistence of certain restrictions that continue to hinder foreign investors’ access to the Argentine market.” The institution considers Argentina a “potential candidate” for a future reclassification, although it notes that it does not meet the “minimum liquidity requirements” and that its markets are “currently partially or fully closed to foreign investors.
On July 17, 2025, Moody’s Ratings (Moody’s) upgraded Argentina’s sovereign rating from “Caa3” to “Caa1,” while raising the local currency ceiling from “B3” to “B1” and the foreign currency ceiling from “Caa1” to “B2.” This upgrade was supported by the liberalization of exchange and capital controls, as well as the approval of a new agreement with the IMF, factors that strengthen foreign currency liquidity and reduce the risk of credit events. Moody’s also highlighted the disinflation process, fiscal adjustment, and progress on structural reforms aimed at correcting macroeconomic distortions and promoting external sustainability.
Notwithstanding the foregoing, a downgrade, suspension, or withdrawal of Argentine companies’ credit ratings could give rise to the following consequences, among others: (i) an increase in financing costs and other fundraising difficulties; (ii) the need to provide additional guarantees in connection with financial market operations; and (iii) the termination or cancellation of existing agreements.
Climate change-related risks may adversely affect Argentina’s economy
The Argentine economy may be affected by climate related events, including droughts, wildfires, and severe flooding, which are unpredictable and may be exacerbated by the effects of climate change. The risks associated with climate change could manifest in difficulties of Argentina to access capital due to public image issues with investors and increased costs to the Argentine Government due to the implementation of energy transition policies which may lead to increasing electrification in urban mobility.
Risks Relating to Brazil
The Brazilian government has exercised, and continues to exercise, significant influence over the Brazilian economy, which, together with Brazilian political and economic conditions, may adversely affect us.
We may be adversely affected by the following factors, as well as the Brazilian federal government’s response to these factors:
| · | economic and social instability; |
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| · | increase in interest rates; |
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| · | exchange controls and restrictions on remittances abroad; |
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| · | restrictions and taxes on agricultural exports; |
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| · | exchange rate fluctuations; |
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| · | inflation; |
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| · | volatility and liquidity in domestic capital and credit markets; |
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| · | expansion or contraction of the Brazilian economy, as measured by GDP growth rates; |
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| · | allegations of corruption against political parties, elected officials or other public officials, including allegations made in relation to the Lava Jato investigation; |
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| · | government policies related to our sector; and |
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| · | fiscal or monetary policy and amendments to tax legislation; and other political, diplomatic, social or economic developments in or affecting Brazil. |
Historically, the Brazilian government has frequently intervened in the Brazilian economy and has occasionally made significant changes in economic policies and regulations, including, among others, the enactment of new tax laws, changes in monetary, fiscal and tax policies, currency devaluations, capital controls and limits on imports.
The Brazilian economy has experienced volatile growth and slowdowns in recent years. In 2021, the Brazilian economy began to grow considerably. The Brazilian GDP increased 4.6% in 2021, 2.9% in 2022, 2.5% in 2023, 3.4% in 2024 and 2.9% in the first six months of 2025.
Inflation and interest rates have increased more recently, and the Brazilian real has weakened significantly in relation to the U.S. dollar. Adverse economic conditions in Brazil may materially and adversely affect our business, financial condition and results of operations.
As a result of investigations carried out in connection with the Lava Jato (Car Wash) operation into corruption in Brazil, a number of senior politicians, including congressmen, and executive officers of certain of the major state-owned companies in Brazil have resigned or been arrested, while others are being investigated for allegations of unethical and illegal conduct. The matters that have come, and may continue to come, to light as a result of, or in connection with, the Lava Jato operation and other similar operations have adversely affected, and we expect that they will continue to adversely affect, the Brazilian economy, markets and trading prices of securities issued by Brazilian issuers in the near future.
The ultimate outcome of these investigations is uncertain, but they have already had an adverse effect on the image and reputation of the implicated companies, and on the general market perception of the Brazilian economy, the political environment and the Brazilian capital markets. The development of these investigations has affected and may continue to adversely affect us. We cannot predict if these investigations will bring further political or economic instability to Brazil, or if new allegations will be raised against high-level members of the Brazilian federal government. In addition, we cannot predict the results of these investigations, nor their effects on the Brazilian economy.
The ongoing economic uncertainty and political instability in Brazil may adversely affect the Brazilian economy, our business, and the market price of our shares and ADSs.
Brazil’s political environment has historically influenced, and continues to influence, the performance of the country’s economy. Political crisis have affected and continue to affect the confidence of investors and the general public, which have historically resulted in economic deceleration and heightened volatility in the securities issued by Brazilian companies.
Brazil’s federal budget has been in deficit since 2014. Similarly, the governments of Brazil’s constituent states are also facing fiscal concerns due to their high debt burdens, declining revenues and inflexible expenditures. While the Brazilian Congress has approved a ceiling on government spending that will limit primary public expenditure growth to the prior year’s inflation for a period of at least 10 years, local and foreign investors believe that fiscal reforms, and in particular the reform of Brazil’s pension system, which was approved in 2019 by the Brazilian Congress, will be critical for Brazil to comply with the spending limit. As of the date of this Annual Report, discussions in the Brazilian Congress relating to fiscal reform remain ongoing. Diminished confidence in the Brazilian government’s budgetary condition and fiscal stance could result in downgrades of Brazil’s sovereign debt by credit rating agencies, negatively impact Brazil’s economy, lead to further depreciation of the real and an increase in inflation and interest rates, thus adversely affecting our business, results of operations and financial condition.
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In addition, Brazil is scheduled to hold presidential elections in October 2026. Periods preceding and following elections in Brazil have historically been marked by increased political and economic uncertainty, which may affect investor confidence and market conditions. Such uncertainty could result in volatility in the Brazilian capital markets, fluctuations in the exchange rate of the real, and changes in inflation and interest rate expectations. Any of these developments could adversely affect the Brazilian economy, our business, financial condition, results of operations, and the market price of our shares and ADSs.
Uncertainty about the Brazilian government’s implementation of changes in policies or regulations that affect such implementation may contribute to economic instability in Brazil and increase the volatility of securities issued abroad by Brazilian companies, including our securities. Any of the above factors may create additional political uncertainty, adversely affect the Brazilian economy, our business, financial condition, results of operations and the market price of our shares and ADSs.
Inflation, coupled with the Brazilian government’s measures to fight inflation, may hinder Brazilian economic growth and increase interest rates, which could have a material adverse effect on us.
Brazil has in the past experienced significantly high rates of inflation. As a result, the Brazilian government adopted monetary policies that resulted in Brazilian interest rates being among the highest in the world. The Central Bank’s Monetary Policy Committee (Comitê de Política Monetária do Banco Central), or COPOM, establishes an official interest rate target for the Brazilian financial system based on the level of economic growth, inflation rate and other economic indicators in Brazil. The SELIC rate has increased and decreased over time and, as of June 30, 2025, it was 15% per year. The inflation rate, as measured by the General Market Price Index (Índice Geral de Preços–Mercado), or IGP-M, and calculated by Fundação Getúlio Vargas, or FGV, was 17.8% in 2021, 5.5% in 2022 (3.18)% in 2023 and 6.54% in 2024. Cumulative inflation in the first six months of 2025, calculated by the same index, was (0.94)%. The inflation rate, as measured by the Extended National Consumer Price Index (Índice Nacional de Preços ao Consumidor Amplo), or IPCA, and calculated by Instituto Brasileiro de Geografia e Estatistica, or IBGE, was 10.1% in 2021, 5.8% in 2022, 4.62% in 2023 and 4.83% in 2024. Cumulative inflation in the first six months of 2025, calculated by the same index, was 2.99%.
Inflation and the government measures to fight inflation have had and may continue to have significant effects on the Brazilian economy and our business. In addition, the Brazilian government’s measures to control inflation have often included maintaining a tight monetary policy with high interest rates, thereby restricting the availability of credit and slowing economic growth. On the other hand, an easing of monetary policies of the Brazilian government may trigger increases in inflation. In the event of an increase in inflation, we may not be able to adjust our daily rates to offset the effects of inflation on our cost structure, which may materially and adversely affect us.
An increase in interest rates may have a significant adverse effect on us. In addition, as of June 30, 2025, certain of our loans were subject to interest rate fluctuations, such as the Brazilian long-term interest rate (Taxa de Juros de Longo Prazo, or TJLP), and the interbank deposit rate (Certificados de Depósitos Interbancários), or CDI. In the event of an abrupt increase in interest rates, our ability to comply with our financial obligations may be materially and adversely affected.
Changes in tax laws or changes in their interpretation may increase our tax burden and, as a result, negatively affect our results of operations and financial condition.
The Brazilian government regularly implements changes to tax regimes that may increase our and our suppliers’ and customers’ tax burdens, which may in turn increase the prices we charge for the products we sell, restrict our ability to do business in our existing markets and, therefore, materially adversely affect our results of operations and financial condition.
These changes include modifications in the tax rates and, on occasion, enactment of temporary taxes, the proceeds of which are earmarked for designated governmental purposes. In the past, the Brazilian government has presented certain tax reform proposals, which have been mainly designed to simplify the Brazilian tax system, to avoid internal disputes within and between the Brazilian states and municipalities, and to redistribute tax revenues. The tax reform proposals provide for changes in the rules governing the federal Social Integration Program (Programa de Integração Social) or PIS, and Contribution for Social Security Funding (Contribuição para o Financiamento da Seguridade Social), or COFINS, taxes, ICMS and certain other taxes, such as increases in payroll taxes and in the withholding tax over dividend distributions.
The effects of these proposed tax reform measures and any other changes that could result from the enactment of additional tax reforms have not been, and cannot be, quantified yet due to the uncertainty of whether any changes will be implemented.
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Fluctuations in the value of the Brazilian real in relation to the U.S. dollar could adversely affect us.
Foreign exchange fluctuations, particularly of the Brazilian real against the U.S. dollar, may significantly affect our results of operations given that: (1) our products and the basic supplies used in our production are traded internationally; (2) soybean prices are defined based on prices prevalent on the Chicago Board of Trade, or CBOT; and (3) most markets are served by several suppliers from different countries, and competitiveness of farm products abroad may increase in relation to ours in light of the appreciation of the Brazilian currency in relation to the U.S. dollar. Fluctuations in the value of the real in relation to the U.S. dollar could impact our export revenue, our sales in U.S. dollars in the Brazilian market and our financial expenses and operating costs, which may adversely affect our business, financial condition and results of operations.
The real has suffered frequent depreciations and appreciations in relation to the U.S. dollar and other foreign currencies during the past decade. The Brazilian government has in the past utilized different exchange rate regimes, including sudden devaluations, periodic mini devaluations (during which the frequency of adjustments has ranged from daily to monthly), exchange controls, dual exchange rate markets and a floating exchange rate system. Since 1999, Brazil has adopted a floating exchange rate system with interventions by the Central Bank in buying or selling foreign currency. From time to time, there have been significant fluctuations in the exchange rate between the Brazilian real and the U.S. dollar and other currencies. The devaluations in more recent periods resulted in significant fluctuations in the exchange rates of the real against the U.S. dollar and other currencies.
In 2021, the real depreciated by 7.4% against the U.S. dollar, and on December 31, 2021, the BRL/USD exchange rate was BRL 5.5799. In 2022, the real appreciated by 6.5% against the U.S. dollar, and the BRL/USD exchange rate was BRL 5.2177 per USD 1.00 on December 31, 2022. In 2023, the real appreciated by 7.2% against the U.S. dollar, and on December 31, 2023, the BRl/USD exchange rate was BRL 4.8413. In 2024, the real depreciated by 27.3% against the U.S. dollar, and the BRL/USD exchange rate was BRL 6.1774 per USD 1.00 on December 31, 2024. In 2025, the real appreciated by 12.5% against the U.S. dollar, and the BRL/USD exchange rate was BRL 5.4009 per USD 1.00 on October 22, 2025. There can be no assurance that the real will not depreciate or appreciate against the U.S. dollar in the future.
We also hold derivative financial instruments to hedge risks relating to revenue from exports and operating costs denominated in foreign currencies. If we fail to manage these instruments properly, we may be adversely affected by our exposure to these risks, which may have a material adverse effect on our financial condition and results of operations.
The imposition of restrictions on acquisitions of agricultural properties by foreign nationals in Brazil may materially restrict the development of our investment in Brasilagro.
In August 2010, the then-president of Brazil approved the opinion of the Federal Attorney General’s Office (AGU) affirming the constitutionality of Brazilian Law No. 5,709/71, which imposes important limitations on the acquisition and lease of land in Brazil by foreigners and by Brazilian companies controlled by foreigners. Pursuant to this legislation, companies that are majority-owned by foreigners are not allowed to acquire agricultural properties in excess of 100 indefinite exploration modules, or MEI (which are measurement units adopted by the Brazilian Institute of Agrarian Development (Instituto Nacional de Colonização e Reforma Agrária, or “INCRA”), within different Brazilian regions, and which range from five to 100 hectares) absent the prior approval of the Brazilian Congress, while the acquisition of areas measuring less than 100 MEIs by such companies requires the prior approval of INCRA. In addition, agricultural areas that are owned by foreigners or companies controlled by foreigners shall not exceed 25% of the surface area of the municipality, of which area up to 40% shall not belong to foreigners or companies controlled by foreigners of the same nationality, meaning that the sum of agricultural areas that belong to foreigners or companies controlled by foreigners of the same nationality shall not exceed 10% of the surface area of the relevant municipality. In addition, INCRA is also required to verify if the agricultural, cattle-raising, industrial or colonization projects to be developed in such areas were previously approved by the relevant authorities. After that analysis, INCRA will issue a certificate allowing the acquisition or rural lease of the property. The purchase and rural lease of agricultural properties that do not comply with the aforementioned requirements need to be authorized by the Brazilian Congress. In both cases, it is not possible to determine an estimated time frame for the approval procedure, since at the date of this Annual Report, there are no known cases on the granting of such certificates.
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Recently, Brazilian Law No. 13,986, of April 7, 2020, amended Law No. 5,709/91 and provided that the limitations mentioned above do not apply to: (i) the pledge of real estate as collateral (including the fiduciary transfer of real estate property); and (ii) debt settlements arising from the execution of real estate collateral. Both exceptions favor Brazilian companies controlled by foreigners or foreign entities. Both exceptions favor Brazilian companies controlled by foreigners or foreign entities.
In accordance with the applicable regulations in Brazil and taking into consideration that some investors apply resources in Brasilagro indirectly by the investment funds that hold some of its shares or by other means, Brasilagro cannot identify the percentage of share capital that is owned by final foreigners’ beneficiaries. If the authorities come to understand that Brasilagro should be considered a foreign company, for the purposes of Law No. 5,709/71, Brasilagro may be subject to eventual questions involving acquisitions and leasing carried out by the Company after the approval of Opinion AGU-LA-2010, and the possible application of Law No. 5,709/71 may result in substantial delays in future acquisitions of rural properties and our inability to obtain the necessary approvals. Additionally, acquisitions made in breach of existing restrictions may be declared null and void.
The applicability of Law No. 5,709/71 is being discussed in the Original Civil Action (ACO) No. 2,463 and in Action for Breach of Fundamental Precept (ADPF) No. 342, both in the Supreme Federal Court (Supremo Tribunal Federal, or “STF”). The first action (ACO No. 2,463) concerns Opinion No. 461/2012-E of the São Paulo’s General Controller of Justice (Corregedoria Geral de Justiça do Estado de São Paulo), which established that Notaries and Real Estate Registry Officials of the State of São Paulo would be exempt to comply with the restrictions imposed from Lei No. 5, 709/71 and by Decree No. 74,965/74. The second action (ADPF No. 342), to which the first is attached, was proposed on April 16, 2015 by the Brazilian Rural Society questioning the applicability of paragraph 1, article 1, of Law No. 5,709/71 and consequently, of the opinion issued by the Attorney General's Office (AGU) in 2010.
A trial began before the Brazilian Supreme Court (STF) in February 2021, with the vote of the rapporteur Justice stating that the restrictions on companies considered to be controlled by a foreign entity must be maintained. A second Justice asked to pause the proceedings to review the file, thereby interrupting the trial, which was only resumed in June 2021, when the Justice presented his vote diverging from the rapporteur, confirming the inapplicability of the restrictions.
As of the date of this Annual Report, a final judgment is still pending, and we are not able to provide an estimate of the timeframe for a final judgment to be issued by the Supreme Court. Depending on the final decisions of these pending lawsuits, Brasilagro may need to modify its business strategy and intended practices in order to be able to acquire agricultural properties.
This may have the effect of increasing the number of transactions we must complete, which would increase our transaction costs. It may also require us to adopt alternative measures to reduce our interest in companies that own or lease rural properties, including entering into joint ventures, which increases the complexity and risks associated with these transactions.
Any regulatory limitations and restrictions could materially limit Brasilagro’s ability to acquire agricultural properties, increase the investments, transaction costs or complexity of such transactions, or complicate the regulatory procedures required, any of which could materially and adversely affect Brasilagro and us and our ability to successfully implement our business strategy.
We are subject to extensive Brazilian environmental regulation that may significantly increase the Company’s expenses.
Our business activities in Brazil are subject to extensive federal, state and municipal laws and regulations concerning environmental protection, which impose on us various environmental obligations, such as environmental licensing requirements, minimum standards for the release of effluents, use of agrochemicals, management of solid waste, protection of certain areas (legal reserve and permanent preservation areas), and the need for a special authorization to use water, among others. The failure to comply with such laws and regulations may subject the violator to administrative fines, mandatory interruption of activities and criminal sanctions, in addition to the obligation to rectify damages and pay environmental and third-party damage compensation, without any caps. In addition, Brazilian environmental law adopts a joint and several and strict liability system for environmental damages, which makes the polluter liable even in cases where it is not negligent and would render us jointly and severally liable for the obligations of our contractors or off-takers. If we become subject to environmental liabilities, any costs we may incur to rectify possible environmental damage would lead to a reduction in our financial resources, which would otherwise remain at our disposal for current or future strategic investment, thus causing an adverse impact on our business, financial condition and results of operations.
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As environmental laws and their enforcement become increasingly stricter, our expenses for complying with environmental requirements are likely to increase in the future. Furthermore, the possible implementation of new regulations, changes in existing regulations or the adoption of other measures could cause the amount and frequency of our expenditures on environmental preservation to vary significantly compared to present estimates or historical costs. Any unplanned future expenses could force us to reduce or forego strategic investments and as a result could materially and adversely affect our business, financial condition and results of operations.
A deterioration in general economic and market conditions or the perception of risk in other countries, principally in emerging countries or the United States, may have a negative impact on the Brazilian economy and us.
Economic and market conditions in other countries, including United States and Latin American and other emerging market countries, may affect the Brazilian economy and the market for securities issued by Brazilian companies. Although economic conditions in these countries may differ significantly from those in Brazil, investors’ reactions to developments in these other countries may have an adverse effect on the market value of securities of Brazilian issuers. Crises in other emerging market countries could dampen investor enthusiasm for securities of Brazilian issuers, including ours, which could adversely affect the market price of our common shares. In the past, the adverse development of economic conditions in emerging markets resulted in a significant flow of funds out of the country and a decrease in the quantity of foreign capital invested in Brazil. Changes in the prices of securities of public companies, lack of available credit, reductions in spending, general slowdown of the global economy, exchange rate instability and inflationary pressure may adversely affect, directly or indirectly, the Brazilian economy and securities market. Global economic downturns and related instability in the international financial system have had, and may continue to have, a negative effect on economic growth in Brazil. Global economic downturns reduce the availability of liquidity and credit to fund the continuation and expansion of business operations worldwide.
In addition, the Brazilian economy is affected by international economic and market conditions generally, especially economic conditions in the United States. Share prices on B3 S.A. – Brasil, Bolsa, Balcão, or B3, for example, have historically been sensitive to fluctuations in U.S. interest rates and the behavior of the major U.S. stock indexes. An increase in interest rates in other countries, especially the United States, may reduce global liquidity and investors’ interest in the Brazilian capital markets, adversely affecting the price of our common shares.
Risks Relating to other Countries Where We Operate
Our business is dependent on economic conditions in the countries where we operate or intend to operate.
We have made investments in farmland in Argentina, Brazil, Paraguay and Bolivia and we may possibly make investments in other countries in and outside Latin America and United States, among others. Owing that demand for livestock and agricultural products is usually correlated to economic conditions prevailing in the local market, which in turn is dependent on the macroeconomic condition of the country in which the market is located, our financial condition and results of operations are, to a considerable extent, dependent upon political and economic conditions prevailing from time to time in the countries where we operate. Latin American countries have historically experienced uneven periods of economic growth, as well as recession, periods of high inflation and economic instability. Certain countries have experienced severe economic crisis, which may still have future effects. As a result, governments may not have the necessary financial resources to implement reforms and foster growth. Any of these adverse economic conditions could have a material adverse effect on our business.
We face the risk of political and economic crises, instability, terrorism, civil strife, expropriation and other risks of doing business in emerging markets.
In addition to Argentina and Brazil, we conduct or intend to conduct our operations in other Latin American countries such as Paraguay and Bolivia. Economic and political developments in the countries in which we operate, including future economic changes or crisis (such as inflation or recession), government deadlock, political instability, terrorism, civil strife, changes in laws and regulations, expropriation or nationalization of property, and exchange controls could adversely affect our business, financial condition and results of operations.
In particular, fluctuations in the economies of Argentina and Brazil and actions adopted by the governments of those countries have had and may continue to have a significant impact on companies operating in those countries, including us. Specifically, we have been affected and may continue to be affected by inflation, increased interest rates, fluctuations in the value of the Peso and Brazilian Real against foreign currencies, price and foreign exchange controls, regulatory policies, business and tax regulations and in general by the political, social and economic scenarios in Argentina and Brazil and in other countries that may affect Argentina and Brazil.
Although economic conditions in one country may differ significantly from another country, we cannot assure that events in one only country will not adversely affect our business or the market value of, or market for, our common shares and/or ADSs.
Governments in the countries where we operate or intend to operate exercise significant influence over their economies.
Emerging market governments, including governments in the countries where we operate, frequently intervene in the economies of their respective countries and occasionally make significant changes in monetary, credit, industry and other policies and regulations. Governmental actions to control inflation and other policies and regulations have often involved, among other measures, price controls, currency devaluations, capital controls and limits on imports. Our business, financial condition, results of operations and prospects may be adversely affected by changes in government policies or regulations, including factors, such as:
| · | exchange rates and exchange control policies; |
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| · | inflation rates; |
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| · | labor laws; |
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| · | economic growth; |
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| · | currency fluctuations; |
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| · | monetary policy; |
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| · | liquidity and solvency of the financial system; |
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| · | limitations on ownership of rural land by foreigners; |
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| · | developments in trade negotiations through the World Trade Organization or other international organizations; |
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| · | environmental regulations; |
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| · | restrictions on repatriation of investments and on the transfer of funds abroad; |
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| · | expropriation or nationalization; |
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| · | import/export restrictions or other laws and policies affecting foreign trade and investment; |
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| · | price controls or price fixing regulations; |
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| · | restrictions on land acquisition or use or agricultural commodity production; |
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| · | interest rates; |
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| · | tariff and inflation control policies; |
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| · | import duties on information technology equipment; |
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| · | liquidity of domestic capital and lending markets; |
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| · | electricity rationing; |
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| · | tax policies; |
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| · | armed conflict or war declaration; and |
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| · | other political, social and economic developments, including political, social or economic instability, in or affecting the country where each business is based. |
Uncertainty on whether governments will implement changes in policy or regulation affecting these or other factors in the future may contribute to economic uncertainty and heightened volatility in the securities markets, which may have a material and adverse effect on our business, results of operations and financial condition. In addition, an eventual reduction of foreign investment in any of the countries where we operate may have a negative impact on such country’s economy, affecting interest rates and the ability of companies to access financial markets.
Developments in other markets may affect the Latin American countries where we operate or intend to operate, and as a result our financial condition and results of operations may be adversely affected.
The market value of securities of companies such as us may be, to varying degrees, affected by economic and market conditions in other global markets. Although economic conditions vary from country to country, investors’ perception of the events occurring in one country may substantially affect capital flows into and securities from issuers in other countries, including Latin American countries. Various Latin American economies have been adversely impacted by the political and economic events that occurred in several emerging economies in recent years. Furthermore, Latin American economies may be affected by events in developed economies which are trading partners or that impact the global economy and adversely affect our activities and the results of our operations.
Land in Latin American countries may be subject to expropriation or occupation.
Social movements that advocate for land reform and property redistribution are active in Latin America, especially in Brazil, with movements such as the Landless Rural Workers’ Movement (Movimento dos Trabalhadores Rurais Sem Terra) and the Pastoral Land Commission (Comissão Pastoral da Terra) and in Bolivia, with movements such as the Intercultural Confederation of Bolivia (Confederación de Interculturales de Bolivia).
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Invasion and occupation of agricultural land by large numbers of people is a common practice among the members of such movements and, in certain regions, including those where we currently invest, remedies such as police protection or eviction procedures are inadequate or non-existent. As a result, we cannot assure you that our agricultural properties will not be subject to invasion or occupation by any social movement. Any invasion or occupation may materially impair the use of our lands and adversely affect our business, financial condition and results of operations.
In addition, environmental social movements often promote and organize gatherings and other events to prevent, delay or reduce legal deforestation, which may adversely affect our operations. As a result, we cannot assure you that our operations will be not adversely affected by environmental social movements, which could lead to the revocation of operating licenses, delays or amendments thereto, or that our properties will not be subject to invasion or occupation. A land invasion or occupation could materially affect the normal use of our properties or have a material adverse effect on us or the value of our common shares and our ADSs.
Disruption of transportation and logistics services or insufficient investment in public infrastructure could adversely affect our operating results.
One of the principal disadvantages of the agricultural sector in the countries in which we operate is that key growing regions lie far from major ports. As a result, efficient access to transportation and port infrastructure is critical to the growth of agriculture as a whole in the countries in which we operate and of our operations in particular. Improvements in transportation infrastructure are likely required to make agricultural production accessible to export terminals at competitive prices. A substantial portion of agricultural production in the countries in which we operate is currently transported by truck, a means of transportation significantly more expensive than the rail transportation available to U.S. and other international producers. Our dependence on truck transportation may affect our position as a low-cost producer so that our ability to compete in the world markets may be impaired.
Even though road and rail improvement projects have been considered for some areas of Brazil, and in some cases implemented, substantial investments are required for road and rail improvement projects, which may not be completed on a timely basis, if at all. Any delay or failure in developing infrastructure systems could reduce the demand for our products, impede our products’ delivery or impose additional costs on us. We currently outsource the transportation and logistics services necessary to operate our business. Any disruption in these services could result in supply problems at our farms and processing facilities and impair our ability to deliver our products to our customers in a timely manner.
The result of BrasilAgro’s operations are dependent upon economic conditions in Paraguay, in which BrasilAgro operates, and any decline in economic conditions could harm our results of operations or financial condition.
As of June 30, 2025, 23% of BrasilAgro’s assets were located in Paraguay. Paraguay has a history of economic and political instability, exchange controls, frequent changes in regulatory policies, corruption, and weak judicial security. However, in 2013, Paraguay had the highest GDP growth rate in Latin America and the third highest in the world with 14%. Since then, GDP has grown by 4% in 2014, 3% in 2015, 3.8% in 2016, 4.3% in 2017, 3.6% in 2018, 0.2% in 2019, decreased 6.0% in 2020, an increase of 4.1% in 2021, an increase of 0.08% in 2022, a decrease of 0.5% in 2023, an increase of 3.8% in 2024 and an increase of 5.9% in the first six months of 2025. Paraguay’s GDP is closely related to the performance of the Paraguayan agricultural sector, which can be volatile and could adversely affect our business, financial condition and results of operations.
The exchange rate of Paraguay is free and floating and the Central Bank of Paraguay participates actively in the exchange market in order to reduce volatility. In 2018, the Paraguayan currency appreciated against the U.S. dollar by 6.7%, in 2019 the appreciation was 8.26%, in 2020 the appreciation was 6.7% while in 2021 it had a decrease by 0.55% and had an increase by 6.92% in 2022. In 2023, the Paraguayan currency appreciated by 1.08% against the U.S. dollar. In 2024, the Paraguayan currency depreciated by approximately 6.8% against the U.S. dollar. A significant depreciation of the local currency could adversely affect our business, financial condition and results of operations. However, since most of our costs of raw materials and supplies are denominated in U.S. dollars, a significant depreciation of the local currency could adversely affect our business, financial condition and results of operations, as well as impact other expenses, such as professional fees and maintenance costs.
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In addition, a significant deterioration in the economic growth of Paraguay or any of its main trading partners, such as Brazil or Argentina, could have a material impact on the trade balance of Paraguay and could adversely affect their economic growth, which could adversely affect our business, financial condition and results of operations.
The result of BrasilAgro’s operations are dependent upon economic conditions in Bolivia, in which BrasilAgro operates, and any decline in economic conditions could harm our results of operations or financial condition.
As of June 30, 2025, 4.3% of BrasilAgro’s assets were located in Bolivia. Bolivia is exposed to frequent has a history of economic, social and political instability, exchange controls, frequent changes in regulatory frameworks policies, civic and labor strikes, high tax rates and corruption among state officials, the judiciary and also the private sector.
Bolivia is exposed to high risk of social unrest, causing marches and roadblocks deployed by protesters to pressure the government, increasing disruption risks. Furthermore, protests over environmental issues often overlap significantly with labor disputes, which can escalate into disruptive forms of protest, including site occupations.
In turn, the Bolivian economy is the 14th largest in Latin America and is heavily dependent on export commodities such as natural gas and minerals. Bolivia’s GDP growth over the last decade has been among the highest in Latin America, growing by 4.9% in 2015, 4.3% in 2016, 4.2% in 2017, 4.2% in 2018 and 2.2% in 2019, while in 2020 it had a decrease by 7.3%, an increase of 6.1% in 2021, an increase of 3.2% in 2022, an increase of 3.5% in 2023 and an increase of 0.7% in 2024. Within this context, inflation has been relatively low and under control for the last 30 years. The inflation rate for 2023 was around 3.6%. In addition, Bolivia it is in the process of becoming an active partner of MERCOSUR, a common market aiming to gradually integrate economic activity among Brazil, Argentina, Uruguay, Paraguay and Bolivia.
A significant deterioration in the global and internal macroeconomics, political stability or social unrest of Bolivia, could have a material impact on their economic growth, which could adversely affect our business, financial condition and results of operations.
Risks Relating to Our Agricultural Business
Fluctuation in market prices for our agriculture products could adversely affect our financial condition and results of operations.
Prices for crops, oilseeds and by-products, like those of other commodities, have historically been cyclical and sensitive to domestic and international changes in supply and demand and can be expected to fluctuate significantly. In addition, the agricultural products and by-products we produce are traded on commodities and futures exchanges and thus are subject to speculative trading, which may adversely affect us. The prices that we are able to obtain for our agriculture products depend on many factors beyond our control, including:
| · | prevailing world prices, which historically have been subject to significant fluctuations over relatively short periods of time, depending on worldwide demand and supply; |
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| · | changes in agricultural subsidy levels and trade barriers in certain consumer markets, in some major countries (mainly the United States and EU countries), and the adoption of other government policies taxes affecting market conditions and industry prices; |
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| · | increases in raw material costs, fuel costs and insurance premiums, especially in light of the ongoing conflicts between Russia and Ukraine, and between Israel and Hamas; |
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| · | changes in government policies for biofuels; |
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| · | the business strategies adopted by other major companies operating in the agricultural and agribusiness sectors; |
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| · | world inventory levels, i.e., the supply of commodities carried over from year to year; |
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| · | climatic conditions and natural disasters in areas where agricultural products are cultivated; |
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| · | the production capacity of our competitors; and |
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| · | demand and supply of competing commodities and substitutes. |
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Worldwide competition in the markets for our products could adversely affect our business and results of operations.
We experience substantial worldwide competition in each of our markets in which we operate, and in many of our product lines. The market for cereals, oil seeds and by-products is highly competitive and also sensitive to changes in industry capacity, inventories and cyclical changes in the world’s economies, any of which may significantly affect the selling prices of our products and thereby our profitability. Argentina is more competitive in the oilseed market than in the market for cereals. Due to the fact that many of our products are agricultural commodities, they compete in the international markets almost exclusively on the basis of price. The market for commodities is highly fragmented. Small producers can also be important competitors, some of which operate in the informal economy and are able to offer lower prices by meeting lower quality standards. Competition from other producers is a barrier to expanding our sales in the domestic/foreign market. Many other producers of these products are larger than us, and have greater financial and other resources. Moreover, many other producers receive subsidies from their respective countries while we do not receive any such subsidies from the Argentine Government. These subsidies may allow producers from other countries to produce at lower costs than us and/or to endure periods of low prices and operating losses for longer periods than we can. Any increased competitive pressure with respect to our products could materially and adversely affect our financial condition and results of operations.
Unpredictable weather conditions, pest infestations and diseases may have an adverse impact on our crop yields and cattle production.
The occurrence of severe adverse weather conditions, especially droughts, hail, or floods, is unpredictable and may have a potentially devastating impact upon our crop production and, to a lesser extent, our cattle and wool production, and may otherwise adversely affect the supply and price of the agricultural commodities that we sell and use in our business. The occurrence of severe adverse weather conditions may reduce yields on our farmlands or require us to increase our level of investment to maintain yields. Additionally, higher than average temperatures and rainfall can contribute to an increased presence of pest and insects that may adversely impact our agricultural production.
According to the United States Department of Agriculture USDA estimates, Argentina’s crops output (wheat, corn and soybean) for the 2025/2026 season will be reaching a production of 121.5 million tons. The estimated production of soybean is supposed to reach 48.5 million tons, the wheat production 20 million tons and the corn production 53 million tons.
The occurrence and effects of disease and plagues can be unpredictable and devastating to agricultural products, potentially rendering all or a substantial portion of the affected harvests unsuitable for sale. Our agricultural products are also susceptible to fungus and bacteria that are associated with excessively humid conditions. Even when only a portion of the production is damaged, our results of operations could be adversely affected because all or a substantial portion of the production costs had already been incurred. Although some diseases are treatable, the cost of treatment is high, and we cannot assure you that such events in the future will not adversely affect our operating results and financial condition. Furthermore, if we fail to control a given plague or disease and our production is threatened, we may be unable to supply our main customers, which could affect our results of operations and financial condition.
As a result, we cannot assure you that the current and future severe adverse weather conditions or pest infestations will not adversely affect our operating results and financial condition.
Our cattle are subject to diseases which can negatively impact the demand for and sales of cattle production.
Diseases among our cattle herds, such as mastitis, tuberculosis, brucellosis and foot-and-mouth disease, can have an adverse effect on fattening production, rendering cows unable to produce meat for human consumption. Outbreaks of cattle diseases may also result in the closure of certain important markets, such as the United States, to our cattle products. In addition, outbreaks, or fears of outbreaks, of any of these or other animal diseases can lead to the cancellation of our customers’ orders and, particularly if the disease can affect humans, or create adverse publicity that can have adverse material effect in the consumer demand of our products.
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Although we abide by national veterinary health guidelines, which include laboratory analyses and vaccination, to control diseases among the herds, especially foot-and-mouth disease, we cannot assure that future outbreaks of cattle diseases will not occur. A future outbreak of diseases among our cattle herds may adversely affect our cattle sales which could adversely affect our operating results and financial condition.
The origination and spread of diseases may occur for many reasons beyond our control, including the failure of other producers to comply with applicable health and environmental regulations. The appearance of new diseases or the mutation or proliferation of existing diseases could damage or completely destroy our cattle herds, which would materially and adversely affect our business, financial condition and results of operations.
We may be exposed to significant losses due to volatile crop prices since a significant portion of our production is not hedged, and exposed to crop price risk.
Due to the fact that we do not have all of our crops hedged, we are unable to have guaranteed minimum prices for all of our production and are therefore exposed to significant risks associated with the level and volatility of crop prices. We are subject to fluctuations in crop prices which could result in receiving a lower price for our crops than our production cost. We are also subject to exchange rate risks related to our crops that are hedged, given that our futures and options positions are valued in U.S. dollars, and thus are subject to exchange rate risk.
In addition, if severe weather or any other disaster generates a lower crop production than the position already sold in the market, we may suffer significant losses in the repurchase of the sold contracts.
The creation of export taxes and/or market intervention may have an adverse impact on our sales and results of operations.
The Argentine Government maintains existing export tax regimes as a mechanism to control inflation and exchange rate fluctuations, increase fiscal revenue, and reduce Argentina’s fiscal deficit.
We produce export products, thus an increase in export taxes could result in a reduction in the price of our products and, consequently, lead to a decrease in our sales. Export taxes could have a substantial and adverse effect on our sales and results of operations.
Additionally, the Argentine Government has previously set market conditions and industry prices to prevent a substantial increase in the prices of basic products due to inflation. Since 2005, the Argentine Government, in order to increase the domestic supply of beef and reduce internal prices, has adopted several measures, including increasing the turnover tax and establishing a minimum average number of animals for slaughter. We cannot ensure that the Argentine Government will not interfere in other areas by setting prices or regulating other market conditions. Consequently, we cannot guarantee that we will be able to freely negotiate the prices of all our products in the future or that any prices or other market conditions imposed by the Argentine Government will allow us to freely negotiate the price of our products.
We cannot guarantee what measures the Argentine Government will take in the future or that such measures will not have a negative impact on our financial condition and results of operations. For more information see “Item 10. Additional Information- D. Exchange Controls.”
We depend on international trade and economic and other conditions in our key export markets.
The ability of our products to effectively compete in export markets may be adversely affected by a number of factors beyond our control, including the deterioration of macroeconomic conditions, the volatility of exchange rates, the imposition of tariffs or other trade barriers or other factors in those markets such as regulations relating to the chemical content of agricultural products and safety and health regulations.
The escalation of trade tensions between the United States and China, and the imposition of tariffs, retaliatory tariffs or other trade restrictions may result in a rebalancing of global export flows in our key export markets and an increase in global competition, which in turn could adversely affect our business, financial condition and results of operations.
If the competitiveness of our products in one or more of our significant markets were to be affected by any one of these events, we may not be able to reallocate our products to other markets on comparable terms, which could therefore adversely affect our business, financial condition and results of operations.
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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.
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, resulting in a housing deficit.
As a consequence, we cannot provide assurance that Government responses to such disruptions will restore investor confidence in Argentine lands, which could have an adverse impact on land values, our financial condition and results of operations.
The imposition of restrictions on acquisitions of agricultural properties by foreign nationals in the countries where we operate may materially restrict the development of our business in such countries.
Depending on the assets and/or activities that the company undertakes in Argentina, limitations could be imposed on holding percentages by foreigners in accordance with Law No. 26,737 “Régimen de Protección al Dominio Nacional sobre la Propiedad, Posesión o Tenencia de las Tierras Rurales” which regulates, with respect to foreigners or companies controlled by foreigners, the limits to the ownership and possession of rural lands, regardless of their intended use or production destination.
Law No. 26,737 was repealed by section 154 of Decree No. 70/2023. Following this repeal, a class action was filed against the Argentine Government, requesting the unconstitutionality and cancellation of section 154 of the Decree No. 70/2023, which repealed Law 26,737. Initially, this action was dismissed by the courts. However, on March 21, 2024, the Federal Court of Appeals of La Plata overturned that ruling and declared section 154 of the Decree No. 70/2023 unconstitutional. Although the ruling of the Federal Court of Appeals of La Plata is not final, the declaration of unconstitutionality of section 154 of Decree No. 70/2023 has temporarily reinstated the limits set forth by Law No. 26,737. Therefore, these limits are currently in effect, pending the final decision of the Supreme Court. In regards to Brazil, for further information concerning this subject, please see “Item 3. Key Information –Risk Factors -Risks relating to Brazil - The imposition of restrictions on acquisitions of agricultural properties by foreign nationals in Brazil may materially restrict the development of our investment in BrasilAgro.”
A global economic recession could decrease the demand for our products or lower prices.
The demand for the products we sell may be affected by international, national and local economic conditions that are beyond our control. Adverse changes in the real or perceived economic climate, such as rising fuel prices, higher interest rates, falls and / or volatility of real estate and real estate markets, more restrictive credit markets, higher taxes and changes in government policies could reduce the level of demand or prices of the products we produce. We cannot predict the time or duration, magnitude or strength of this slowdown or economic recovery. If a recession continues for a prolonged period of time or worsens, we may experience a declined in long period of declining demand and prices. In addition, economic recessions have and can negatively affect our suppliers, which can lead to interruptions in goods and services and financial losses.
An international credit crisis could have a negative impact on our major customers which in turn could materially adversely affect our results of operations and liquidity.
An international credit crisis as the one that occurred in 2008 may have a significant negative impact on businesses around the world. Although we believe that available borrowing capacity under the current conditions and proceeds resulting from potential farmland sales will provide us with sufficient liquidity, the impact of the crisis on our major customers cannot be predicted and may be quite severe. A disruption in the ability of our significant customers to access liquidity could cause serious disruptions or an overall deterioration of their businesses which could lead to a reduction in their future orders of our products and the inability or failure on their part to meet their payment obligations to us, any of which could have a material adverse effect on our results of operations and liquidity.
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Delays or failures in the delivery of raw materials used by us and our suppliers could have an adverse effect on us.
We depend on suppliers to provide us with fertilizers, seeds, other raw materials and machinery services. Possible delays in the delivery of such items may delay our planting efforts until we are able to establish agreements with other suppliers, or may delay our harvest in case of delay in delivery of machinery. Accordingly, any delays, failures or defects in the delivery of raw materials or inputs or with regard to the provision of services to us by our suppliers could adversely affect our business and results of operations.
Climate change may have adverse effects on our business.
We, our clients, and the communities in which we operate may be negatively affected by the physical risks of climate change, such as rising temperatures and sea levels, as well as the increasing frequency and severity of adverse weather events, including wildfires, storms, floods, and droughts. These effects may directly impact us and our clients by disrupting business and economic activity, or by affecting income and asset values.
Climate change entails multiple financial risks that could adversely affect us:
| · | Transition risks: The shift to a low-carbon economy—both at an idiosyncratic and systemic level, for example through political, regulatory, and technological changes, as well as evolving corporate and consumer preferences—could increase our expenses and affect our strategies. |
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| · | Physical risks: Specific events, such as floods and wildfires, extreme weather impacts, and long-term changes in climate patterns—such as extreme heat, rising sea levels, and more frequent and prolonged droughts—could result in financial losses that reduce the value of our assets and our clients’ creditworthiness. These events could disrupt our operations or those of our clients or third parties on whom we depend and with whom we do business. |
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| · | Liability risks: Parties suffering losses due to the effects of climate change may seek compensation from government entities, regulators, investors, lenders, and 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 greater risks of reduced profitability and business disruption as a result of new regulations or market shifts. |
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| · | Market and liquidity risks: Market and liquidity changes in carbon-intensive sectors could affect energy and commodity prices, private fixed income, equities, and certain derivative contracts. The increasing frequency of severe weather events could also impact macroeconomic conditions, weakening key fundamentals such as economic growth, employment, and inflation. Companies could face liquidity risks arising from cash outflows aimed at improving market reputation or addressing climate-related issues. |
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| · | Operational risks: Severe weather events could directly affect business continuity and operations, both for our clients and for us. |
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| · | Regulatory compliance risks: The rising risk of regulatory non-compliance may stem from the growing pace, scope, and depth of regulatory expectations requiring swift implementation across multiple jurisdictions, as well as from changes in public policy, laws, and regulations related to climate change and environmental sustainability. |
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| · | Conduct risks: Increased demand for “green” products may arise in an environment where standards or taxonomies are evolving and inconsistent. |
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| · | Reputational risk: Our reputation and our relationships with clients may be damaged as a result of our practices and decisions related to climate change and environmental and social issues, or due to the practices or involvement of our clients, vendors, or suppliers in certain industries or projects associated with causing or worsening climate change. |
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Efforts to mitigate or respond to climate change may affect market and asset prices, economic activity, and customer behavior, particularly in emission-intensive industries and geographic areas impacted by these changes.
Any of the foregoing conditions, or our failure to effectively manage and disclose these risks, could adversely affect our business, prospects, reputation, financial results, or financial condition.
We do not maintain insurance over all our crop storage facilities; therefore, if a fire or other disaster damages some or all of our harvest, we will not be completely covered.
Our production is, in general, subject to different risks and hazards, including adverse weather conditions, fires, diseases, pest infestations and other natural phenomena, as well as theft or other unexpected loss of grains or fertilizers and supplies. We store a significant portion of our grain production during harvest due to the seasonal drop in prices that normally occurs at that time. Currently, we store a significant portion of our grain production in plastic silos. We do not maintain insurance on our plastic silos. Although our plastic silos are placed in several different locations, and it is unlikely that a natural disaster affects all of them simultaneously, a fire or other natural disaster which damages the stored grain, particularly if such event occurs shortly after harvesting, could have an adverse effect on our operating results and financial condition.
If we are unable to maintain relationships with our customers, our business and results of operations could be adversely affected.
While our livestock sales are diversified, we depend, and will continue to depend, to a significant extent on a number of relationships with third parties, primarily our customers for crop sales. During the fiscal year ended June 30, 2025, our agribusiness segment sales (excluding farmland sales) were made to approximately 30 customers. Sales to our ten largest customers accounted for approximately 55% to 60% of our net sales. Our principal customers during this period included Cargill, FASA, Bunge Alimentos S/A, ACA, Glencore, Quilmes, COFCO, Grobocopatel, Molinos Río de la Plata, Boomalt and Viterra. We have entered into non-binding letters of intent with certain of our main customers, which enable us to estimate demand volumes for certain products and plan production accordingly. We generally enter into short-term agreements with a duration of less than one year.
We sell our crop production primarily to exporters and manufacturers that process raw materials into flour and oil, which are subsequently shipped to export markets. The Argentine crop market is characterized by a limited number of buyers and a large number of sellers. Although most of the buyers are international companies with solid financial conditions, there can be no assurance that this will continue in the future or that the market will not become further concentrated.
We may not be able to maintain our existing customer relationships or establish new ones, including with other suppliers of products and services that are important to our business. As a result, there can be no assurance that our current or future relationships will result in sustained business or the generation of significant revenues.
Our business is seasonal, and our results of operations may fluctuate significantly depending on the crop cycle.
Our agricultural business is highly seasonal due to its nature and cycle. Harvesting and sales of crops (corn, soybean and sunflower) generally occur between February and June, while wheat is harvested between December and January. Our operations and sales are affected by the crop growth cycle of the products we process, as well as by the decline in cattle prices during the summer months. As a result, our operating results have fluctuated significantly from period to period and are likely to continue to fluctuate due to seasonal factors.
A substantial portion of our assets consists of farmland, which is an illiquid asset.
We have been able to partially rotate and monetize certain farmland investments. The ownership of a significant portion of the land we operate is a key component of our business model. However, farmland is generally considered an illiquid asset. In addition, the adoption of laws and regulations imposing restrictions on the ownership of rural land by foreigners in the jurisdictions where we operate may further limit the liquidity of our farmland holdings. Consequently, it is unlikely that we would be able to quickly adjust our farmland portfolio in response to changes in economic, business or regulatory conditions. The lack of liquidity in local markets may adversely affect our ability to dispose of farmland, collect proceeds from such sales or repatriate such proceeds.
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Restrictions on dividend payments from our subsidiaries may adversely affect us.
We operate through subsidiaries, and cash dividends and other permitted payments from our subsidiaries constitute an important source of our revenues. Debt agreements entered into by our subsidiaries contain covenants that may restrict their ability to pay dividends or make other distributions. If our subsidiaries are restricted from making payments to us, or are only able to make limited payments, we may be unable to pay dividends or service our debt.
We could be materially and adversely affected by our investment in BrasilAgro.
We consolidated our financial statements with BrasilAgro. BrasilAgro was formed on September 23, 2005 to exploit opportunities in the Brazilian agricultural sector. BrasilAgro seeks to acquire and develop future properties to produce a diversified range of agricultural products (which may include sugarcane, grains, cotton, forestry products and livestock). BrasilAgro is a company that has been operating since 2006. As a result, it has a developing business strategy and an established track record. BrasilAgro’s business strategy may not be successful, and if not successful, BrasilAgro may be unable to successfully modify its strategy. BrasilAgro’s ability to implement its proposed business strategy may be materially and adversely affected by many known and unknown factors. If we were to write-off our investments in BrasilAgro, this would likely materially and adversely affect our business. As of June 30, 2025, we owned 35.22% (net of treasury shares) of the outstanding common shares of BrasilAgro.
Changes in facts and circumstances may affect our accounting consolidation over BrasilAgro.
As of June 30, 2025, we owned 35.22% net of treasury shares of the outstanding common shares of BrasilAgro. We concluded that on accounting basis we exercise “de facto control” on BrasilAgro, based on the following: (i) the percentage and concentration of our voting rights, and the absence of the shareholders with significant voting rights (ii) the record of attendance to Shareholders’ Meetings and the record of votes cast by the other shareholders; and (iii) the effective control exercised by us to direct BrasilAgro’s relevant activities through the Board of Directors, where we appointed five out of nine board members. However, changes in fact pattern that we assessed might result in deconsolidation from an accounting perspective.
Labor relations could negatively impact us.
As of June 30, 2025, approximately 25% of our employees in our Agricultural Business in Argentina were represented by unions under collective agreements. While we currently enjoy good relations with our employees and unions, we cannot assure that such good labor relations will continue in the future positively or that their eventual deterioration does not affect us materially or negatively.
Our internal processes and controls might not be sufficient to comply with the extensive environmental regulation and current or future environmental regulations could prevent us from fully developing our land reserves.
Our activities are subject to a wide set of federal, state and local laws and regulations relating to the protection of the environment, which impose various environmental obligations. Obligations include compulsory maintenance of certain preserved areas in our properties, management of pesticides and associated hazardous waste and the acquisition of permits for water use. Our proposed business is likely to involve the handling and use of hazardous materials that may cause the emission of certain regulated substances. In addition, the storage and processing of our products may create hazardous conditions. We could be exposed to criminal and administrative penalties, in addition to the obligation to remedy the adverse effects of our operations on the environment and to indemnify third parties for damages, including the payment of penalties for non-compliance with these laws and regulations. Since environmental laws and their enforcement are becoming more stringent in Argentina, our capital expenditures and expenses for environmental compliance may substantially increase in the future. In addition, due to the possibility of future regulatory or other developments, the amount and timing of environmental-related capital expenditures and expenses may vary substantially from those currently anticipated. The cost of compliance with environmental regulation may result in reductions of other strategic investments which may consequently decrease our profits. Any material unforeseen environmental costs may have a material adverse effect on our business, results of operations, financial condition or prospects. We cannot ensure that our internal processes and controls may be sufficient to comply with the extensive environmental regulation.
As of June 30, 2025, we owned land reserves extending over more than 316,977 hectares that were purchased at very attractive prices. In addition, we have a concession over 132,000 hectares reserved for future development. We believe that there are technological tools available to improve productivity in these farmlands and, therefore, achieve returns in the long term. However, current or future environmental regulations could prevent us from fully developing our land reserves by requiring that we maintain part of this land as natural woodlands not to be used for production purposes.
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New restrictions on agricultural and food products we produce that contain genetically modified organisms could be established resulting in a potential adverse effect on our business.
Our agricultural products contain genetically modified organisms in varying proportions according to the year and the country of production. The use of genetically modified organisms in food has been achieved with varying degrees of acceptance in the markets in which we operate. Argentina and Brazil, for example, have approved the use of genetically modified organisms in food products, and genetically modified organisms and non-genetically modified organisms grains in those countries are produced and mixed frequently during the process of grain origination. Elsewhere, adverse publicity about genetically modified foods has led to Government regulation that limits sales of genetically modified organisms products. It is possible that new restrictions may be imposed on genetically modified organisms products in the main markets for some of our products, which could have an adverse effect on our business, equity and the result of our operations.
If our products become contaminated, we may be subject to product liability claims, product withdrawals and export restrictions that could adversely affect our business.
While we are subject to strict production protocols, the sale of products implies the risk of injury to consumers. These injuries may result from manipulation by third parties, bioterrorism, product contamination or deterioration, including the presence of bacteria, pathogens, foreign objects, substances, chemicals, other agents or waste introduced during the growth phases, storage, handling or transport.
We cannot be sure that the consumption of our products will not cause a health-related illness in the future or that we will not be subject to claims or judgments related to such matters. Even if a product liability claim is unsuccessful or not fully realized, the negative publicity surrounding any claim that our products caused a disease or injury could negatively affect our reputation with current and potential customers and our image as a Company, and we could also incur significant incidents. In addition, claims or liabilities of this nature may not be covered by any compensation or contribution rights we may have against others, which could have a material adverse effect on our business, equity status and the result of our operations.
We hold Argentine securities which might be more volatile than U.S. securities and carry a greater risk of default.
We currently have and in the past have had certain investments in Argentine Government debt securities, corporate debt securities, and equity securities. In particular, we hold a significant interest in IRSA, an Argentine company that has suffered material losses, particularly during the fiscal years 2001 and 2002. Although our holding of these investments, excluding IRSA, tends to be short term, investments in such securities involve certain risks, including market volatility, which is higher than those typically associated with U.S. Government and corporate securities, and loss of principal.
Some of the issuers in which we have invested and may invest in the future, including the Argentine Government, have in the past experienced substantial difficulties in servicing their debt obligations, which have led to the restructuring of certain indebtedness. We cannot assure that the issuers in which we have invested or may invest will not be subject to similar or other difficulties in the future which may adversely affect the value of our investments in such issuers. In addition, such issuers and, therefore, such investments, are generally subject to the risks that are described in this section with respect to us, and, thus, could have little or no value.
Risks Relating to our Business
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, 2025, Cresud’s consolidated financial gross debt amounted to ARS 1,343,112 million. We cannot assure you that we will have sufficient cash flows and adequate financial capacity to finance our business in the future. Cresud is generating sufficient funds from its operating cash flows to meet our debt service obligations and its ability to obtain new financing is adequate, however, 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.
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Our leverage may affect our ability to refinance existing debt or borrow additional funds to finance working capital requirements, acquisitions and capital expenditures. In addition, the macroeconomic conditions of Argentine markets, may adversely impact our ability to refinance existing debt and the availability and cost of credit in the future. In such conditions, 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 capital and interest, thereby reducing the amount of money available to invest in operations, including acquisitions and capital expenditures. Furthermore, our leverage could also affect our competitiveness and limit our ability to pay our debt due to changes in market conditions, changes in the real estate industry and/or future economic downturns.
The success of our businesses and the feasibility of our transactions depend on the continuity of investments in the real estate markets and our ability to access capital and debt financing. In the long term, lack of confidence in real estate investment and lack of access to credit for acquisitions could restrict growth.
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. 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.
If we cannot satisfy our debt service requirements or if we default on any financial or other covenants in our debt arrangements, the lenders and/or holders of our 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”.
We depend on our chairman and senior management.
Our success depends, to a significant extent, on the continued employment of Mr. Eduardo S. Elsztain, our chairman, and Alejandro G. Elsztain, our chief executive officer, and second vice-chairman. The loss of their services for any reason could have a material adverse effect on our business. If our current principal shareholders were to lose their influence on the management of our business, our principal executive officers could resign or be removed from office.
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.
Cybersecurity events could negatively affect our reputation, our financial condition and our results of operations.
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.
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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.
The Investment Company Act may limit our future activities.
Under Section 3(a)(3) of the Investment Company Act, an investment company is defined in relevant part to include any company that owns or proposes to acquire investment securities that have a value exceeding 40% of such company’s unconsolidated total assets (exclusive of U.S. Government securities and cash items). Investments in minority interests of related entities as well as majority interests in consolidated subsidiaries which themselves are investment companies are included within the definition of “investment securities” for purposes of the 40% limit under the Investment Company Act.
Companies that are investment companies within the meaning of the Investment Company Act, and that do not qualify for an exemption from the provisions, are required to register with the SEC and are subject to substantial regulations with respect to capital structure, operations, transactions with affiliates and other matters. In the event such companies do not register under the Investment Company Act, they may not, among other things, conduct public offerings of their securities in the United States or engage in interstate commerce in the United States. Moreover, even if we desired to register with the SEC as an investment company, we could not do so without an order of the SEC because we are a non-U.S. corporation, and it is unlikely that the SEC would issue such an order.
As of June 30, 2025, we owned approximately 54.06% equity interest in IRSA (net of treasury shares). Although we believe we are not an “investment company” for purposes of the Investment Company Act, our belief is subject to substantial uncertainty, and we cannot give you any assurance that we would not be determined to be an “investment company” under the Investment Company Act. As a result, the uncertainty regarding our status under the Investment Company Act may adversely affect our ability to offer and sell securities in the United States or to U.S. persons. The U.S. capital markets have historically been an important source of funding for us, and our ability to obtain financing in the future may be adversely affected by a lack of access to the U.S. markets. If an exemption under the Investment Company Act is unavailable to us in the future and we desire to access the U.S. capital markets, our only recourse would be to file an application to the SEC for an exemption from the provisions of the Investment Company Act which is a lengthy and highly uncertain process.
Moreover, if we offer and sell securities in the United States or to U.S. persons and we were deemed to be an investment company under the investment company act and not exempted from the application of the Investment Company Act, contracts we enter into in violation of, or whose performance entails a violation of, the Investment Company Act, including any such securities, may not be enforceable against us.
Risks Relating to IRSA’s business in Argentina
IRSA is subject to risks inherent to the operation of shopping malls that may affect our profitability.
IRSA’s 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. |
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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.
IRSA’s performance is subject to the risks associated with its properties and with the real estate industry.
IRSA’s operating performance and the value of its real estate assets, and as a result, the value of its securities, are subject to the risk that its properties may not be able to generate sufficient revenue to meet its operating expenses, including debt service and capital expenditures, its cash flow needs and its ability to service our debt service obligations. Events or conditions beyond its control that may adversely affect its operations or the value of its 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 IRSA’s 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.
IRSA could be adversely affected by decreases in the value of its investments.
IRSA’s 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 IRSA’s 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, IRSA’s ability to find leases and their ability to perform on their 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, and 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 IRSA’s ability to respond to adverse changes in the returns on IRSA’s investments, which in turn could have an adverse effect on our financial position and the results of IRSA’s operations.
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IRSA’s level of debt may adversely affect its operations and its ability to pay its debt as it becomes due and its capacity to successfully access the local and international markets on favorable terms affects its cost of funding.
As of June 30, 2025, IRSA’s consolidated financial gross debt amounted to ARS 647,128 million. IRSA is generating sufficient funds from their operating cash flows to meet their debt service obligations and their ability to obtain new financing is adequate. Considering the current availability of loan financing in Argentina, we cannot assure you that IRSA will have sufficient cash flows and adequate financial structure in the future. For more information see “Item 10. Additional Information—D. Exchange Controls.”
IRSA’s leverage may affect IRSA’s 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 IRSA 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.
IRSA may not be able to generate sufficient cash flows from operations to satisfy IRSA’s debt service requirements or to obtain future financing. If IRSA cannot satisfy IRSA’s debt service requirements or if IRSA defaults on any financial or other covenants in its 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. IRSA’s 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 its control such as macroeconomic conditions and regulatory changes in Argentina. If IRSA cannot obtain future financing, IRSA may have to delay or abandon some or all of its planned capital expenditures, which could adversely affect IRSA’s ability to generate cash flows and repay its obligations as they become due.
For more information see “Item 5. Operating and Financial Review and Prospects—B. Liquidity and capital resources—Indebtedness”.
IRSA’s 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, 2025, most of IRSA’s 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 IRSA’s office buildings are located in Buenos Aires and a substantial portion of IRSA’s revenue is derived from such properties. Although IRSA owns properties and may acquire or develop additional properties outside Buenos Aires and the Greater Buenos Aires metro area, IRSA 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 IRSA’s debt service and fund operations.
The loss of tenants could adversely affect IRSA’s operating revenue and value of our properties.
Although no single tenant represents more than 6.2% of IRSA’s 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 IRSA failed to retain them, IRSA’s business could be adversely affected. Further, IRSA’s 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 IRSA’s 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 IRSA is 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.
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IRSA may face risks associated with acquisitions of properties.
As part of IRSA’s growth strategy, IRSA has acquired, and intends 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 IRSA believes that the acquisitions IRSA has completed in the past and that IRSA expects to undertake enhance IRSA’s financial performance, the success of such transactions is subject to a number of uncertainties, including the risk that:
| · | IRSA 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 IRSA’s estimates; |
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| · | acquired properties may be located in new markets where IRSA 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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| · | IRSA may not be able to efficiently integrate acquired properties, particularly portfolios of properties, into IRSA’s organization and to manage new properties in a way that allows it to realize cost savings and synergies. |
IRSA’s future acquisitions may not be profitable.
IRSA seeks to acquire additional shopping malls to the extent IRSA manages 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:
| · | IRSA’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 IRSA acquires 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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| · | IRSA’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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| · | IRSA’s investigation of a property or building prior to its acquisition, and any representations IRSA 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 IRSA acquires a business, IRSA 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.
An adverse economic environment for real estate companies and the credit crisis may adversely affect IRSA’s results of operations.
The success of IRSA’s 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 IRSA’s growth and the maintenance of our current business and operations. As part of our strategy, IRSA intends to increase our properties portfolio through strategic acquisitions at favorable prices, where IRSA believe it can bring the necessary expertise to enhance property values. In order to pursue acquisitions, IRSA may require capital or debt financing. Disruptions in the financial markets may adversely impact IRSA’s 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. IRSA’s ability to make scheduled payments or to refinance its existing debt obligations depends on IRSA’s operating and financial performance, which in turn is subject to prevailing economic conditions. If disruptions in financial markets prevail or arise in the future, IRSA cannot provide assurances that Argentine Government responses to such disruptions will restore investor confidence.
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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. Following that liquidation order, trading of its shares was suspended and has since remained halted due to non-compliance with the requirements for resumption. Finally, on August 25, 2025, after trading in its shares had remained suspended for more than 18 months, Evergrande was delisted from the Hong Kong Stock Exchange.
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.
IRSA’s revenue and profit may be materially and adversely affected by continuing inflation and economic activity in Argentina.
IRSA’s business is mainly driven by consumer spending since a portion of the revenue from its Shopping Mall segment derives directly from the sales of our tenants, whose revenue relies on the sales to consumers. As a result, IRSA’s 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, both of which experienced significant declines during 2019, 2020 and 2021. Consumer spending is influenced by many factors beyond IRSA’s 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.
According to INDEC, as of July 2025, the manufacturing industrial production index for textiles, apparel, leather and footwear declined by 1.1% compared to the same month of the previous year, while the cumulative figure for January–July 2025 shows an increase of 5.8% compared to the same period in 2024. Meanwhile, national consumption in shopping centers, at current prices in June 2025, reached a total of ARS 592,710.3 million, representing an increase of 27.8% compared to the same month of the previous year. In addition, according to INDEC, during the second quarter of 2025, public consumption increased by 1.1% while private consumption decreased by 1.1% (both measured against the previous quarter in seasonally adjusted terms).
Some of the land IRSA has purchased is not zoned for development and IRSA may be unable to obtain, or may face delays in obtaining, the necessary zoning permits and other authorizations.
IRSA owns several plots of land which are not zoned for our intended development plans. In addition, IRSA has 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 IRSA will continue to be successful in its 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, IRSA may be affected by building moratorium and anti-growth legislation. If IRSA is unable to obtain the governmental permits and authorizations we need to develop our present and future projects as planned, IRSA may be forced to make unwanted modifications to such projects or abandon them altogether.
IRSA 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.
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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.
IRSA’s dependence on rental income may adversely affect IRSA’s ability to meet IRSA’s debt obligations.
A substantial part of IRSA’s revenue is derived from rental income. As a result, IRSA’s performance depends on its ability to collect rent from IRSA’s tenants. IRSA’s revenue and profits would be negatively affected if a significant number of its 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, IRSA 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 IRSA’s 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 IRSA’s portfolio of properties.
Real estate investments are relatively illiquid and this tends to limit our ability to change the mix of IRSA’s 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.
IRSA’s ability to grow will be limited if IRSA cannot obtain additional financing.
Although IRSA is liquid as of the date of this Annual Report, IRSA must maintain liquidity to fund its working capital, service its outstanding indebtedness and finance investment opportunities. Without sufficient liquidity, IRSA could be forced to curtail its operations or may not be able to pursue new business opportunities.
IRSA’s growth strategy is focused on the development and redevelopment of properties IRSA already owns and the acquisition of additional properties for development. As a result, IRSA is 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. IRSA cannot assure you that additional financing, refinancing or other capital will be available in the amounts IRSA requires or on favorable terms. IRSA’s access to debt or equity capital markets depends on a number of factors, including the market’s perception of IRSA’s growth potential, IRSA’s ability to pay dividends, IRSA’s financial condition, IRSA’s credit rating and its current and potential future earnings. Depending on these factors, we could experience delays or difficulties in implementing IRSA’s 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 IRSA’s current resources do not satisfy our liquidity requirements, IRSA 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 IRSA or the industry generally. IRSA may not be able to successfully obtain any necessary additional financing on favorable terms, or at all.
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A downgrade in IRSA’s credit rating could negatively impact our cost of and ability to access capital.
IRSA’s credit ratings are an important part of maintaining its liquidity. Any downgrade in credit ratings could potentially increase IRSA’s borrowing costs or, depending on the severity of the downgrade, substantially limit IRSA’s access to capital markets, require IRSA to make cash payments or post collateral and permit termination by counterparties of certain significant contracts. Factors that may impact IRSA’s 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 IRSA’s ability to access debt markets in the future, increase the cost of future debt, and potentially require IRSA to post letters of credit for certain obligations.
Adverse incidents that occur in IRSA’s shopping malls may result in damage to IRSA’s reputation and a decrease in the number of customers.
Given that IRSA’s 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 IRSA’s 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, IRSA is exposed to the risk of exercise of rescission rights by its tenants, which could materially and adversely affect our business and results of operations. IRSA cannot assure you that its 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, IRSA cannot predict at this time how Decree No. 70/2023 may affect its business, result of operations or financial condition.
IRSA may be liable for certain defects in its 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 IRSA’s real estate developments, IRSA usually act as developers and sellers while construction generally is carried out by third party contractors. Absent a specific claim, IRSA cannot quantify the potential cost of any obligation that may arise as a result of a future claim, and IRSA has not recorded provisions associated with them in IRSA’s financial statements. If IRSA was required to remedy any defects on completed works, our financial condition and results of operations could be adversely affected.
IRSA 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.
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Historically, IRSA has 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 IRSA’s business.
IRSA, its customers, and the communities in which it operates 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 IRSA and its 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 IRSA:
| · | 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 our 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 client 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 IRSA’s business, prospects, reputation, financial performance or financial condition.
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The recurrence of a credit crisis could have a negative impact on IRSA’s major customers, which in turn could materially adversely affect IRSA’s results of operations and liquidity.
Argentina is undergoing a credit crisis that could negatively impact IRSA’s tenants’ ability to comply with their lease obligations. The impact of a future credit crisis on IRSA’s major tenants cannot be predicted and may be quite severe. A disruption in the ability of IRSA’s 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.
IRSA is subject to risks inherent to the operation of office buildings that may affect IRSA’s 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. |
IRSA’s investment in property development and management activities may be less profitable than IRSA anticipate.
IRSA is 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; and |
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| · | changes in our tenants’ demand for rental properties outside of Buenos Aires. |
IRSA 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, IRSA 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 IRSA’s policies with respect to expansion, renovation and development activities are intended to limit some of the risks otherwise associated with such activities, IRSA is 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 IRSA’s new developments.
IRSA’s 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 IRSA’s ability to rent or sell office space and other real estate and may affect the sale and lease price of IRSA’s premises.
IRSA’s 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.
All of IRSA’s 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. IRSA 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.
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Substantially all of IRSA’s 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 IRSA’s 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.
IRSA 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 IRSA’s 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, IRSA could lose all or a portion of the capital IRSA has invested in a property, as well as its anticipated future revenue. In such an event, IRSA might nevertheless remain obligated for any mortgage debt or other financial obligations related to the property. IRSA cannot assure you that material losses in excess of insurance proceeds will not occur in the future. If any of IRSA’s 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.
IRSA has life or incapacity insurance for its employees. If any of IRSA’s employees were to die or become disabled, IRSA 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 IRSA’s properties could subject IRSA to lost capital or revenue on those properties.
The terms of IRSA’s standard form property leases currently in effect, require tenants to indemnify and hold IRSA 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 IRSA’s 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. IRSA cannot provide assurance that its 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, IRSA 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 IRSA’s business, financial condition and results of operations.
Demand for IRSA’s premium properties, aimed at high-income consumers, may not be sufficient.
IRSA have focused on development projects that cater to affluent consumers and IRSA has entered into property barter arrangements pursuant to which IRSA contributes undeveloped land parcels to joint venture entities with developers who agree to deliver units at premium development locations in exchange for IRSA’s land contribution. When the developers return these properties to us, demand for premium residential units could be significantly lower. In such case, IRSA would be unable to sell these residential units at the estimated prices or time frame, which could have an adverse effect on IRSA’s financial condition and results of operations.
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The shift by consumers to purchasing goods over the internet, where barriers to entry are low, may negatively affect sales at IRSA’s 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. IRSA believes 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 IRSA’s 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.
IRSA is 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 IRSA’s 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. IRSA’s 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. |
IRSA’s business is subject to extensive regulation and additional regulations may be imposed in the future.
IRSA’s 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 IRSA’s 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. IRSA is required to obtain permits from different government agencies in order to carry out our projects. Maintaining IRSA’s licenses and authorizations can be costly. If we fail to comply with such laws, regulations, licenses and authorizations, IRSA may face fines, project shutdowns, and cancellation of licenses and revocation of authorizations.
Antitrust laws in Argentina could limit IRSA’s 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 IRSA’s business.
In this context, Arcos del Gourmet S.A., one of IRSA’s subsidiaries, is involved in proceedings related to zoning and environmental regulations, as well as the revocation of its concession agreement concerning the “Distrito Arcos” shopping mall in Buenos Aires. Although the shopping mall continues to operate normally, an unfavorable outcome in these proceedings, including the potential loss of the concession, could adversely affect IRSA’s business. For more information, see “Item 8. Financial Information—A. Consolidated Statements and Other Financial Information—Legal Proceedings— IRSA’s legal or arbitration proceedings—Arcos del Gourmet”.
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 IRSA’s 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 IRSA’s rental income. IRSA 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 IRSA’s operations and financial condition.
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Labor relations may negatively impact IRSA.
As of June 30, 2025, 59.3% of IRSA’s workforce was represented by unions under collective bargaining agreements. Although IRSA currently enjoys good relations with IRSA’s employees and their unions, IRSA cannot assure you that labor relations will continue to be positive or that deterioration in labor relations will not materially and adversely affect IRSA.
IRSA’s results of operations include unrealized revaluation adjustments on investment properties, which may fluctuate significantly over financial periods and may materially and adversely affect IRSA’s business, results of operations and financial condition.
During the year ended June 30, 2025, IRSA had fair value loss on investment properties of ARS 2,500 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, IRSA 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 IRSA’s assets and liabilities, IRSA has high currency exposure.
As of June 30, 2025, the majority of its liabilities, such as its Series XIV, XVI (which was paid on July 25, 2025), XVII, XVIII, XX, XXII, XXIII and XXIV 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 IRSA’s debt in Pesos, which further adversely affects the results of IRSA’s operations and financial conditions and may increase the collection risk of IRSA’s leases and other receivables from our tenants and mortgages, most of which generate Peso denominated revenue.
IRSA issue debt in the local and international capital markets as one of its main sources of funding and its capacity to successfully access the local and international markets on favorable terms affects its cost of funding.
IRSA’s ability to successfully access the local and international capital markets on acceptable terms depends largely on capital markets conditions prevailing in Argentina and internationally. IRSA has no control over capital markets conditions, which can be volatile and unpredictable. If IRSA is unable to issue debt in the local and/or international capital markets and on terms acceptable to IRSA, whether as a result of regulations and foreign exchange restrictions, a deterioration in capital markets conditions or otherwise, IRSA would likely be compelled to seek alternatives for funding, which may include short-term or more expensive funding sources. If this were to happen, IRSA may be unable to fund our liquidity needs at competitive costs and its business results of operations and financial condition may be materially and adversely affected.
Cybersecurity events could negatively affect IRSA’s reputation, financial condition and results of operations.
IRSA’s operations do not rely exclusively on the internet, cybersecurity remains a critical risk for IRSA. IRSA depends 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 IRSA’s operations and cause financial losses or damage to its reputation.
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IRSA has implemented robust security measures, including multi-factor authentication and constant cybersecurity monitoring in its environment, to protect information and systems. IRSA also raise awareness among its employees about cybersecurity practices to reduce risks. Despite these efforts, IRSA cannot guarantee that their systems are completely free of vulnerabilities.
In the event of a significant cyberattack, IRSA could face disruptions in its operations, fraud, or theft of sensitive information that negatively affect their financial situation and shareholder confidence. Additionally, insurance coverage may not be sufficient to cover all potential losses, which could have a negative impact on their business.
Although IRSA intends to continue implementing and updating their security technology devices and operational procedures to prevent cybersecurity damage, it is possible that their systems are not free of vulnerabilities and that these security countermeasures could be defeated. If any of these events occur, IRSA’s reputation could be damaged, affecting their business, as well as their 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, 2025, IRSA owns 50% of the equity of Puerto Retiro. 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.
In addition, as of June 30, 2025, IRSA holds approximately 29.12% of the equity of Banco Hipotecario, of which the Argentine Government is the controlling shareholder.
IRSA could engage in a dispute with one or more of its joint venture partners or controlling shareholders in an investment that might affect its ability to operate a jointly-owned property. Moreover, its joint venture partners or controlling shareholders in an investment may, at any time, have business, economic or other objectives that are inconsistent with its 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 its investors is required with respect to operating budgets and refinancing, encumbering, expanding or selling any of these properties. In some instances, its 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 its joint venture partners or controlling shareholder in an investment are inconsistent with our own objectives, IRSA will not be able to act exclusively in our interests.
If one or more of the investors in any of its 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 IRSA’s financial performance. Should a joint venture partner or controlling shareholder in an investment declare bankruptcy, IRSA could be liable for its partner’s common share of joint venture liabilities or liabilities of the investment vehicle.
IRSA is dependent on its Board of Directors, senior management and other key personnel.
IRSA’s 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.
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IRSA may face potential conflicts of interest relating to our principal shareholders.
IRSA’s largest beneficial owner is Mr. Eduardo S. Elsztain, according to his indirect shareholding through the Company. As of June 30, 2025, such beneficial ownership consisted of 412,158,780 common shares held by the Company. 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, 2025, Mr. Eduardo S. Elsztain also beneficially owned approximately 57.4% of IRSA’s common shares. IRSA 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 IRSA’s 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, 2025, IRSA owned approximately 29.12% of the outstanding capital stock of Banco Hipotecario. Banco Hipotecario’s assets as of such date were ARS 3,533,572 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.
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 27.5% of the financial sector's assets as of June 2025.
In addition, financial institutions currently carry securities issued by the Central Bank in their portfolios, which generally are short-term. As of June 30, 2025, Banco Hipotecario’s total exposure to the public sector was ARS 1,426,663 million, which represented 40% of its assets as of that date, and the total exposure to securities issued by the Central Bank was USD 255,883, which represented less than 0.001% of its total assets as of June 30, 2025.
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.
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.
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.
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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 ADSs and the Common Shares.
Shares eligible for sale could adversely affect the price of our common shares and ADSs.
The market prices of our common shares and ADS could decline as a result of sales by our existing shareholders of common shares or ADSs 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 ADSs are freely transferable under U.S. securities laws, including common shares sold to our affiliates. Eduardo Elsztain, which as of June 30, 2025, was the beneficial owner of approximately 37.6% (without considering treasury shares) of our common shares (or approximately 230,771,688 common shares which may be exchanged for an aggregate of 23,077,168 ADSs, for more information see “Item 6. Directors, Senior Management and Employees — E. Share Ownership”), is free to dispose of any or all of its common shares or ADSs at any time in its discretion. Sales of a large number of our common shares and/or ADSs would likely have an adverse effect on the market price of our common shares and the ADSs.
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 ADSs.
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.
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Although the ADSs are listed on the NASDAQ Global Market, as a foreign private issuer we are able to rely on home country governance requirements rather than relying on the NASDAQ corporate governance requirements. See “Item 16.G. Corporate Governance—Compliance with NASDAQ 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.
We have identified a material weakness in our control over financial reporting, and our lack of effective internal controls over financial reporting may affect our ability to accurately report our financial results or prevent fraud, which may affect the market for and price of our common shares and ADSs.
To implement Section 404 of the Sarbanes-Oxley Act of 2002, the SEC adopted rules requiring public companies to include a report of management on the company’s internal control over financial reporting. In connection with the audits of our Audited Consolidated Financial Statements included elsewhere in this Annual Report, we identified a material weakness in our internal control over financial reporting for the fiscal years ended June 30, 2025. As defined in the standards established by the PCAOB, a “material weakness” is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. The material weakness identified as of June 30, 2025 related to a lack of effective controls over capital increases resulting from the exercise of the warrants issued by us since our internal controls over financial reporting did not account for the impact of inflation accounting over the exercise of the warrants.
As a public company, we are subject to the requirement that we maintain internal controls and that management performs periodic evaluation of the effectiveness of the internal controls. Effective internal control over financial reporting is important to prevent fraud. We have designed and intend to implement measures designed to improve our internal control over financial reporting to address the underlying causes of this material weakness, including implementing periodic reviews and reconciliations performed by our accounting and reporting area.
While we have designed and intend to implement our plans to remediate the material weakness, we cannot predict the success of such plans or if they will result in remediation of the material weakness or that additional material weaknesses will not be identified in the future. If we are unable to remediate the material weakness or if we experience additional material weaknesses in the future or otherwise continue to fail in maintaining an effective system of internal controls, we may not be able to accurately or timely report our financial condition or results of operations or prevent fraud. Our investors may lose confidence in the accuracy and completeness of our financial reports, the market for and trading price of our ADSs could be adversely affected, it may more become difficult for us to raise funds in a debt or equity financing and we could become subject to investigations by the stock exchange on which our securities are listed, the SEC, or other regulatory authorities, which could require additional financial and management resources.
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 ADSs 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, 2025, 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 ADSs 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. 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.
Changes in Argentine tax laws may affect the tax treatment of our common shares or ADSs.
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.
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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 estates, 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 ADSs 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.
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.
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 ADSs, are encouraged to consult their tax advisors as to the particular Argentine income tax consequences under their specific facts.
Holders of the ADSs may be unable to exercise voting rights with respect to the common shares underlying their ADSs.
As a holder of ADS, 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 ADSs and holders may exercise voting rights with respect to the common shares represented by the ADSs only in accordance with the deposit agreement relating to the ADSs. There are no provisions under Argentine law or under our bylaws that limit the exercise by ADS holders of their voting rights through the depositary with respect to the underlying common shares. However, there are practical limitations on the ability of ADS 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. ADS holders, by comparison, will not receive notice directly from us. Instead, in accordance with the deposit agreement, we will provide the notice to the ADS Depositary. If we ask the ADS Depositary to do so, the ADS Depositary will mail to holders of ADSs 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, ADS holders must then instruct the ADS Depositary as to voting the common shares represented by their ADSs. Under the deposit agreement, the ADS 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 ADS Depositary, the process for exercising voting rights may take longer for ADS holders than for holders of common shares and common shares represented by ADSs may not be voted as you desire.
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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 ADSs in the United States, our common shares are traded in Argentina. Trading the ADSs or our common shares on these markets will take place in different currencies (U.S. dollars on the NASDAQ 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 ADSs on the NASDAQ. 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 ADSs available for trading on the other exchange. In addition, holders of ADSs will not be immediately able to surrender their ADSs and withdraw the underlying common shares for trading on the other market without effecting necessary procedures with the ADS Depositary. This could result in time delays and additional cost for holders of ADSs.
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 ADSs at a potential disadvantage.
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 ADSs.
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 ADS Depositary for the ADSs may hold the Pesos it cannot convert for the account of the ADS 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”.
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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 ADS Depositary to convert cash dividends paid in Pesos into U.S. dollars. Under the terms of our deposit agreement with the depositary for the ADSs, 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.
You might be unable to exercise preemptive or accretion rights with respect to the common shares underlying your ADSs.
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 ADS 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 ADSs unless a registration statement under the Securities Act, 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 ADS 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 ADSs may suffer dilution of their interest in our company upon future capital increases.
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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 for. 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 March 10, 2021, we issued an aggregate of 90,000,000 warrants to purchase 90,000,000 of our common shares, and will expire on March 10, 2026. Each warrant will be exercisable only if the common share rights or ADS 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).
On September 25, 2025, we informed that our Board of Directors resolved to call an Ordinary and Extraordinary General Shareholders’ Meeting to be held on October 30, 2025 and as an item on the agenda, it was decided to consider the subscription of an addendum to the warrant agreement dated February 24, 2021, as amended on September 17, 2021, to incorporate the option of the warrant holders to exercise the warrants on a cashless basis. For more information, see “Item 4. Information on the Company —A. History and Development of the Company— Recent Developments—Cresud’s Recent Developments —General Ordinary and Extraordinary Shareholders’ Meeting.”
As of the date of this Annual Report, there are 60,669,566 warrants outstanding.
Item 4. Information on the Company
A. History and Development of the Company
General Information
Our legal name is Cresud Sociedad Anónima Comercial, Inmobiliaria, Financiera y Agropecuaria, and our commercial name is “Cresud”. We were incorporated and organized on December 31, 1936, under Argentine law as a stock corporation (sociedad anónima) and were registered with the IGJ, on February 19, 1937 under number 26, on page 2, book 45 of National By-laws Volume. Pursuant to our bylaws, our term of duration expires on June 6, 2082.
Our common shares are listed and traded on the ByMA and our ADSs representing our common shares are listed on the NASDAQ. Our headquarters are located at Carlos M. Della Paolera 261, 9th Floor (C1001ADA), City of Buenos Aires, Argentina. Our telephone is +54 (11) 4814-7800, and our website is www.cresud.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 ADSs 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
We were incorporated in 1936 as a subsidiary of Credit Foncier, a Belgian company engaged in the business of providing rural and urban loans in Argentina. We were incorporated to manage real estate holdings foreclosed by Credit Foncier. Credit Foncier was liquidated in 1959, and as part of such liquidation, our shares were distributed to Credit Foncier’s shareholders and in 1960 were listed on the BASE. During the 1960s and 1970s, our business shifted to exclusively agricultural activities.
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During 1993 and 1994, Consultores Asset Management S.A. acquired on behalf of certain investors approximately 22% of our outstanding shares on the Buenos Aires Stock Exchange. In late 1994, an investor group led by Consultores Asset Management S.A. (and including Dolphin Fund plc., currently Dolphin Fund Ltd.) purchased additional shares increasing their aggregate shareholding to approximately 51.4% of our outstanding shares. In 1995, we increased our capital through a rights offering and global public offering of ADSs representing our common shares and listed such ADSs on the NASDAQ. We started our agricultural activities with seven farmlands and 20,000 hectares under management.
In 2002, we acquired a 19.85% interest in IRSA, a real estate company related to certain shareholders of Cresud, and in 2009, we increased our ownership percentage in IRSA to 55.64% and IRSA became Cresud’s direct principal subsidiary. As of June 30, 2025, we had a 54.06% equity interest in IRSA (net of treasury shares) and a majority of our directors are also directors of IRSA. IRSA is one of Argentina’s largest real estate companies and is engaged in a range of diversified real estate activities including residential properties, office buildings, shopping malls and luxury hotels, as well as the sales and development residential properties, it has a 29.12% interest in Banco Hipotecario, one of the main financial institutions in the country, and selected investments outside of Argentina. IRSA’s common shares are listed and traded on the ByMA and IRSA’s GDSs representing its common shares are listed on the NYSE.
In March 2008 we made a follow on offering for up to 180 million shares in the local and international markets, which were fully subscribed, for a total amount of USD 288 million. The proceeds allowed us to expand our international operations to Paraguay and Bolivia, currently we run these operations through BrasilAgro.
In line with our international expansion strategy, in September of 2005 we participated in the creation of BrasilAgro with the purpose of replicating our business model in Brazil. We created BrasilAgro together with our partners, Cape Town Llc, Tarpon Investimentos S.A., Tarpon Agro LLC, Agro Investments S.A. and Agro Managers S.A. On May 2, 2006, BrasilAgro’s shares were listed on the Novo Mercado of the Brazilian Stock Exchange with the symbol AGRO3 and on November 8, 2012, BrasilAgro’s ADSs became listed on the NYSE, under the ticker LND. In February 2021, it made a capital increase for BRL 440 million shares, we subscribed shares in the capitalization. In addition, in May 2021 we exercised warrants that had been granted to the founders of the Company at the initial public offering, before its maturity. As a result of our follow-on subscription and the warrants exercise we increased our stake in BrasilAgro, net of treasury shares, to 39.4%. As of June 30, 2025, our interest in BrasilAgro was 35.22% (net of treasury shares).
Also, we provide the best services for the agricultural community through our subsidiaries. We boost our clients’ businesses through the consulting, marketing and storage services operated by FyO, which main business is crop trading (crop brokerage, futures and options, consulting, logistics and financial services) and sale and distribution of own inputs and third-party products. As of June 30, 2025, we had a 51.2% equity interest in FyO. Looking ahead to next year, the company will continue working on its expansion plans to other countries in the region.
We are pioneers in creating the first online agro marketplace. Agrofy continued to position itself this year as the leading online business platform for agriculture in Argentina and Brazil, exceeding 40 million visits. As of June 30, 2025, our interest in Agrofy was 18.6% and 1.7% of the capital stock through BrasilAgro. In August 2025, Agrofy conducted a capital increase as a result of which our interest in Agrofy increased to 19.6% and 1.3% of the capital stock through BrasilAgro.
As of June 30, 2025, we owned, directly and through our subsidiaries, 26 farms, with a total area of 578,217 hectares and during the fiscal year ended June 30, 2025 approximately 596,017 hectares were used (including areas sold during the year) and distributed in Argentina, Brazil, Bolivia and Paraguay. In addition, we have the rights to hold approximately 132,000 hectares of land under concession for a 35-year period that can be extended for another 29 years.
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Significant acquisitions, dispositions and development of business
Agricultural Business
Acquisition of “Agrícola Nova Horizonte” - BrasilAgro
On May 20, 2024, BrasilAgro acquired Agrícola Nova Horizonte S.A., an agricultural company focused on grain production, with 4,767 hectares leased for 16 years, at an average price of 13 bags of soybeans per hectare. This acquisition is aligned with the Company’s strategy to expand its presence in the sector, increase market share, and optimize agricultural operations.
On August 6, 2024, after fulfilment of the condition’s precedent, the closing agreement was signed and BrasilAgro assumed control of the operations. As of that date, the assets and liabilities of the acquired company were consolidated.
The total value of the acquisition was BRL 6.2 million (ARS 1,421 million), as stipulated in the contract. The contract provided for a price adjustment to reflect the variation in equity between June 30, 2024 and the date of the transaction. Accordingly, a gain of BRL 0.348 million (ARS 80 million) was recognized.
Sale of fraction of “Alto Taquari” farm - BrasilAgro
On September 26, 2024, BrasilAgro completed the sale of the remaining balance of 1,157 hectares of the Alto Taquari farm, a rural property located in the municipalities of Alto Taquari and Araputanga - Mato Grosso, Brazil. The contract was signed on September 1, 2021 and established the transfer of possession in two stages, the first being on October 10, 2021.
The purchase price was 1,272,274 bags of soybeans, equivalent to BRL 189.4 million (ARS 43,395 million) at the date of the transaction. The gain on this sale has been recognized in the line item “Gain from disposal of farmlands” of our Audited Consolidated Financial Statements for a total amount of ARS 22,179 million.
Sale of fraction of “Rio do meio” farm – BrasilAgro
On September 30, 2024, BrasilAgro transferred 190 hectares due to the sale of the Rio do Meio farm, a rural property located in the municipality of Correntina, Bahia, Brazil. The contract was signed on November 8, 2022 and established the transfer of ownership in four stages, this being the third, with the deadline for the fourth and final transfer set for May 2025.
The sale price was 54,053 bags of soybeans, equivalent to BRL 7 million (ARS 1,604 million) at the date of the transaction.
On May 23, 2025, an additional 660 hectares of the same property were transferred, corresponding to the fourth and final stage of the transfer. The sale price was 75,454 bags of soybeans, equivalent to BRL 10 million (ARS 2,132 million) at the date of the transaction, to be collected in annual instalments maturing between July 31, 2027 and 2028.
The gain on this sale has been recognized in the line item “Gain from disposal of farmlands” of our Audited Consolidated Financial Statements for a total amount of ARS 2,300 million.
Sale of fraction of “Los Pozos” farm - CRESUD
On September 30, 2024, Cresud transferred a fraction of the farmland of the property called “Los Pozos”, located in the Province of Salta, with a total area of 3,630 hectares, retaining the ownership of approximately 231,700 hectares of such property. The total price was USD 2.23 million (USD/hectare 614), equivalent to ARS 2,742 million, of which USD 1.1 million (ARS 1,347 million) has been collected to date. The remaining balance of USD 1.13 million (ARS 1,395 million), guaranteed with a mortgage on the property, has been collected in a single instalment in September 2025.
The gain on this sale has been recognized in the line item “Gain from disposal of farmlands” of our Audited Consolidated Financial Statements for a total amount of ARS 2,597 million.
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Sale of the entire “Preferencia” farm – BrasilAgro
As of June 30, 2025, BrasilAgro completed the sale of the entire Preferencia farm, a rural property located in the municipality of Baianópolis, Bahia, Brazil, with a total area of 17,799 hectares.
The sale price was agreed at 452,342 arrobas of cattle (6,785,130 kg), equivalent to BRL 140.0 million (ARS 29,854 million) at the date of the transaction. As of June 30, 2025, the buyer made an initial payment of BRL 2.0 million (ARS 425 million), and in July 2025 paid the first instalment of BRL 40.0 million (ARS 8,530 million), equivalent to 135,703 arrobas of cattle (2,035,545 kg).
The remaining balance of 316,640 arrobas (4,749,600 kg) will be paid in six annual instalments of 52,773 arrobas (791,595 kg) each, maturing between October 31, 2026 and October 31, 2031.
The gain on this sale has been recognized in the line item “Gain from disposal of farmlands” of our Audited Consolidated Financial Statements for a total amount of ARS 14,916 million.
Urban property business and investments
Purchase of property adjacent to Alto Avellaneda shopping mall — IRSA
On August 1, 2024, IRSA acquired a property adjacent to its Alto Avellaneda shopping mall, located at Gral. Güemes 861, Avellaneda, Province of Buenos Aires.
The property has a total area of 86,861 square meters and a built-up area of 32,660 square meters, with potential for future expansion.
The purchase price was USD 12.2 million (ARS 14,636 million), of which USD 9.2 million has already been paid, and the remaining USD 3 million will be settled upon the transfer of the title deed, which will be granted within 3 years from the signing of the preliminary sale agreement. The transaction includes the assignment to IRSA of the existing lease agreements until their original expiration and the signing of a new lease agreement with the seller for a term of 3 years.
This transaction has been recognized as an addition in the line item “Investment Properties” of our Audited Consolidated Financial Statements.
“261 Della Paolera” floor sale - IRSA
On October 15, 2024, a deed was signed for the sale of a floor in 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 units in the same building.
The transaction price was approximately USD 7.1 million (MEP) (USD/sqm 6,000), equivalent to ARS 8,558 million, of which USD 6.0 million has already been collected, and the remaining USD 1.1 million, guaranteed with a mortgage, will be collected in 24 monthly installments at an annual interest rate of 8%. See Note 9 to our Audited Consolidated Financial Statements.
After this transaction, IRSA retains ownership of 3 floors of the building with an approximate leasable area of 3,740 sqm in addition to parking lots and other complementary spaces.
This transaction has been recognized as a disposal in the line item “Investment Properties” of our Audited Consolidated Financial Statements and generated a gain of ARS 5,340 million, which has been recognized in the line item “Net gain from fair value changes of investment properties” of our Audited Consolidated Financial Statements.
Purchase of Shopping Mall “Terrazas de Mayo” – IRSA
On December 3, 2024, IRSA signed an agreement to acquire the business assets of the “Terrazas de Mayo” shopping mall located at the intersection of routes 8 and 202, in front of Campo de Mayo, in the Malvinas Argentinas district, in the northwest of Greater Buenos Aires. The shopping mall has 85 stores, 20 stands and a built-up area of 33,703 square meters, which includes 15 gastronomic stores and 10 movie theaters.
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The amount of the transaction was USD 27.75 million (ARS 34,335 million), of which 60% was paid at the time of signing the bill with possession, 20% will be paid at the time of signing the final deed, and the remaining 20% will be paid 36 months after signing the deed. Implicit interest has been segregated for a total of USD 1.5 million.
This transaction has been recognized as an addition in the line items “Investment Properties” (ARS 33,530 million), “Intangible Assets” (ARS 796 million), and “Property, Plant and Equipment” (ARS 9 million) of our Audited Consolidated Financial Statements.
Sale of lots and barter agreements – "Ramblas del Plata" - IRSA
On January 27, 2025, IRSA signed two sales agreements for two lots. The total price of both transactions was approximately USD 23.4 million (ARS 28,138 million), of which 30% was paid at the time of signing the bill. The remaining balance of approximately USD 16.4 million will be paid upon signing the deeds and transferring possessions.
Additionally, during February and March 2025, IRSA signed two barter agreements for eight lots, for a total amount of approximately USD 38.5 million (ARS 45,197 million), which will be paid to IRSA through a cash advance and saleable square meters to be received in the future.
During May 2025, IRSA signed three barter agreements for three lots. The transaction price was approximately USD 12.2 million (ARS 14,554 million), with a 5% down payment to IRSA upon signing. The balance will be paid upon signing the deeds and delivery of possession.
These barter transactions have been recognized as a transfer between the line items “Investment Properties” and “Trading properties” of our Audited Consolidated Financial Statements.
For information of significant acquisitions, dispositions and development of business after June 30, 2025, please see “Item 4. Information on the Company - A. History and Development of the Company - Recent Developments”.
Recent Developments
Cresud’s Recent Developments
General Ordinary and Extraordinary Shareholders’ Meeting
On September 25, 2025, we informed that our Board of Directors has resolved to call a General Ordinary and Extraordinary Shareholders’ Meeting to be held on October 30, 2025, at 02:30 p.m. at first call, and at 03:30 p.m. at second call, from the corporate premises located at Carlos María Della Paolera 261, 9th Floor, City of Buenos Aires, according to the following agenda:
1. Appointment of two shareholders to sign the meeting’s minutes.
2. Consideration of documents contemplated in section 234, paragraph 1, of law no. 19,550 for the fiscal year ended June 30, 2025.
3. Allocation of net income for the fiscal year ended June 30, 2025, for ARS 75,608,298,323.55, and consideration of unallocated results from previous fiscal years for ARS 19,480,344,053.25. Consideration of the distribution of dividends payable in cash and/or in kind for up to ARS 88,500,000,000.
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4. Consideration of Board of Directors’ performance for the fiscal year ended June 30, 2025.
5. Consideration of Supervisory Committee’s performance for the fiscal year ended June 30, 2025.
6. Consideration of compensation payable to the Board of Directors for ARS 686,090,660.27 for the fiscal year ended June 30, 2025.
7. Consideration of compensation payable to the Supervisory Committee for ARS 31,559,086 for the fiscal year ended June 30, 2025.
8. 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.
9. Appointment of regular and alternate members of the Supervisory Committee for a term of one fiscal year.
10. Appointment of Certifying Accountant for the fiscal year ending June 30, 2026.
11. Approval of compensation payable to Certifying Accountant for the fiscal year ended June 30, 2025.
12. Treatment of the amounts paid as personal assets tax by the Company acting as substitute responsible party on behalf of the shareholders.
13. Consideration of the subscription of an addendum to the warrant agreement dated February 24, 2021, as amended on September 17, 2021, to incorporate the option of the warrant holders to exercise the warrants on a cashless basis. Delegation to the Board of Directors for its implementation with the broadest powers.
14. Consideration of the distribution of up to 5,300,000 own shares to the shareholders in proportion to their holdings pursuant to the provisions of section 67 of law no. 26,831.
15. Consideration of the annual budget for the implementation of the Audit Committee’s annual plan.
16. Authorization to carry out registration proceedings relating to this shareholders’ meeting before the CNV, BYMA, Caja de Valores S.A. and IGJ.
Exercise of Warrants
On September 30, 2025, we reported that between September 17, 2025, and September 25, 2025, certain holders of warrants had exercised their right to acquire additional shares of the Company. As a result, a total of 17,769,882 common shares of the Company were issued, with a face value of ARS 1.00, and USD 7,141,716 were collected by the Company.
After the exercise of these warrants, the number of shares and the capital stock of the Company increased from 614,074,273 to 631,844,155, and the number of outstanding warrants decreased from 73,294,802 to 60,669,566.
Likewise, the exercise of the warrants has been carried out in accordance with the terms and conditions established in the issuance prospectus dated February 12, 2021, and complementary notices regarding the offer made by the Company of 90,000,000 ordinary book-entry shares and 90,000,000 warrants.
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IRSA’s Recent Developments
Acquisition of “Al Oeste Shopping”
On September 17, 2025, IRSA informed that it acquired “Al Oeste” shopping mall through the signing of the deed and the transfer of operations. This property is located at the intersection of Luis Güemes and Presidente Perón Avenues, in the town of Haedo, Morón district, west of Greater Buenos Aires.
The shopping mall is currently underutilized in terms of occupancy and commercial activity, and within the framework of the IRSA’s development plan to create opportunities in different districts of the Province of Buenos Aires, and it is planned to be converted into an outlet center to be relaunched during next year.
“Al Oeste Shopping” has approximately 20,000 GLA sqm, including 40 stores, 6 food court units, 5 padel courts, 14 cinema theaters, and 1,075 parking spaces. In addition, it has an expansion potential of 12,000 GLA sqm.
The purchase price was USD 9 million, of which USD 4.5 million has been paid to date. The remaining balance will be paid in four annual installments.
With this acquisition, as of the date of this Annual Report IRSA’s shopping mall portfolio includes 17 assets, 16 of which are operated by IRSA, totaling approximately 390,000 GLA sqm.
General Ordinary and Extraordinary Shareholders’ Meeting
On September 25, 2025, IRSA informed that its Board of Directors has resolved to call a General Ordinary and Extraordinary Shareholders’ Meeting to be held on October 30, 2025, at 12:30 p.m. at first call, and at 01:30 p.m. at second call, from the corporate premises located at Carlos María Della Paolera 261, 9th Floor, City of Buenos Aires, according to the following agenda:
1. Appointment of two shareholders to sign the meeting’s minutes.
2. Consideration of documents contemplated in section 234, paragraph 1, of law no. 19,550 for the fiscal year ended June 30, 2025.
3. Consideration of the financial results for the fiscal year ended June 30, 2025, amounting to a profit of ARS 195,677,675,452.86. Consideration of the distribution of dividends payable in cash and/or in kind for up to ARS 164,000,000,000.
4. Consideration of IRSA’s Board of Directors’ performance for the fiscal year ended June 30, 2025.
5. Consideration of IRSA’s Supervisory Committee’s performance for the fiscal year ended June 30, 2025.
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6. Consideration of compensation payable to IRSA’s Board of Directors ARS 18,192,594,071.06 (total compensation) in excess of ARS 7,988,274,783.50 over the five percent (5%) limit of accrued profits pursuant to section 261 of law no. 19,550 and related regulations, in view of the proposed dividend distribution.
7. Consideration of compensation payable to the IRSA’s Supervisory Committee for ARS 31,559,086 for the fiscal year ended June 30, 2025.
8. Determination of the number and appointment of IRSA’s regular Directors and alternate Directors, and determination of their terms of office for up to three fiscal years, as per section twelve of the bylaws.
9. Appointment of IRSA’s regular and alternate members of the Supervisory Committee for a term of one fiscal year.
10. Appointment of IRSA’s Certifying Accountants for the fiscal year ending June 30, 2026.
11. Approval of compensation payable to IRSA’s Certifying Accountants for the fiscal year ended June 30, 2025.
12. Treatment of the amounts paid as personal assets tax by the Company acting as substitute responsible party on behalf of the shareholders.
13. Consideration of the subscription of an addendum to the warrant agreement dated April 29, 2021, as amended on September 17, 2021, to incorporate the option of the warrant holders to exercise the warrants on a cashless basis. Delegation to the Board of Directors for its implementation with the broadest powers.
14. Consideration of the annual budget for the implementation of the IRSA’s Audit Committee’s annual plan.
15. Authorization to carry out registration proceedings relating to this shareholders’ meeting before the CNV, BYMA, Caja de Valores S.A. and the IGJ.
Exercise of Warrants
On September 30, 2025, IRSA informed that between September 17, 2025, and September 25, 2025, certain holders of warrants had exercised their right to acquire additional shares. Therefore, a total of 10,536,907 common shares of IRSA were issued with a face value of ARS 10.00. As a result of this exercise, and USD 3,073,616 were collected by IRSA.
After the exercise of these warrants, the number of shares of IRSA increased from 762,520,793 to 773,057,700 with a face value of ARS 10.00, and the new number of outstanding warrants of IRSA decreased from 60,964,074 to 53,853,144.
B. Business Overview
General
We are a leading Latin American agricultural company engaged in the production of basic agricultural commodities with a growing presence in the agricultural sector of Argentina and Brazil as well as in other Latin American countries, through our investment in Brasilagro. We are currently involved in several farming activities including grains, sugarcane production and cattle raising. Our business model focuses on the acquisition, development and exploitation of agricultural properties having attractive prospects for agricultural production and/or value appreciation and the selective sale of such properties where appreciation has been realized. In addition, we lease land to third parties and perform agency and agro-industrial services. Our shares are listed on the NASDAQ and the ByMA.
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We are also directly and indirectly engaged in the real estate business through IRSA and its subsidiaries and joint ventures, one of Argentina’s leading real estate companies. IRSA is engaged in the development, acquisition and operation of shopping malls, premium offices, and luxury hotels in Argentina. IRSA’s shares are listed on the ByMA and the NYSE. We own 54.06% of the outstanding common shares (net of treasury shares) of IRSA.
During the fiscal years ended June 30, 2025 and 2024, we had consolidated revenues of ARS 914,157 million, and ARS 959,359 million, respectively, and consolidated profit / (loss) from operation, before financing and taxation, of ARS 247,835 million and (ARS 145,974) million, respectively. During the fiscal year ended June 30, 2025 and 2024, our total consolidated assets increased 5.09% from ARS 4,842,217 million to ARS 5,088,822 million, and our consolidated shareholders’ equity increased 1.63% from ARS 2,178,241 million to ARS 2,213,792 million.
Segment information is analyzed based on products and services: (i) agricultural business and (ii) urban properties and investment business.
Agricultural Business
Our Agricultural business is further comprised of four reportable segments:
| · | The “Agricultural production” segment consists of planting, harvesting and sale of crops as wheat, corn, soybeans, cotton and sunflowers; breeding, purchasing and/or fattening of free-range cattle for sale to slaughterhouses and local livestock auction markets; leasing of the Company's farms to third parties; and planting, harvesting and sale of sugarcane. Our Agricultural production segment had assets of ARS 839,697 million and ARS 827,260 million as of June 30, 2025 and 2024, respectively, representing 80.85% and 81.31% of our agricultural business assets, respectively. Our Agricultural production segment generated profit from operations of ARS 16,305 million and ARS 4,648 million for fiscal years ended June 30, 2025 and 2024, respectively, representing 34.29% and 4.91% of our agricultural business profit from operations for those years, respectively. |
The segment “agricultural production” aggregate the crops, cattle, sugarcane and agricultural rental and services activities:
| · | Our “Crops” activity consists of planting, harvesting and sale of crops as wheat, corn, soybeans, cotton, and sunflowers. The Company is focused on the long-term performance of the land and seeks to maximize the use of the land through crop rotation, and the use of technology and techniques. In this way, the type and quantity of harvested crops change in each agricultural campaign. Our Crops activity had assets of ARS 560,909 million and ARS 570,883 million as of June 30, 2025 and 2024, respectively, representing 54.01% and 56.11% of our Agricultural Business assets at such dates. Our Crops activity generated a loss from operations of (ARS 5,229) million for fiscal year ended June 30, 2025 and a profit from operations of ARS 6,046 million for fiscal year ended June 30, 2024, representing (11.00%) and 6.39% of our Agricultural Business operating profit for such years, respectively. |
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|
|
| · | Our “Cattle” activity consists of breeding, purchasing and/or fattening of free-range cattle for sale to meat processors and local livestock auction markets. Our Cattle activity had assets of ARS 122,022 million and ARS 108,983 million as of June 30, 2025 and 2024, respectively, representing 11.75% and 10.71% of our agricultural business assets at such dates, respectively. Our Cattle activity generated profit / (loss) from operations of ARS 8,545 million and (ARS 7,177) million for fiscal years ended June 30, 2025 and 2024, respectively, representing 17.97% and (7.59%) of our profit from operations from the Agricultural Business for such years, respectively. |
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| · | Our “Sugarcane” activity consists of planting, harvesting and sale of sugarcane. Our Sugarcane activity had assets of ARS 141,527 million and ARS 125,796 million as of June 30, 2025 and 2024, respectively, representing 13.63% and 12.36% of our agricultural business assets at such dates, respectively. Our Sugarcane activity generated profit from operations of ARS 8,931 million and ARS 4,274 million for fiscal years ended June 30, 2025 and 2024, respectively, representing 18.78% and 4.52% of our profit from operations from the Agricultural Business for such years, respectively. |
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|
|
| · | Our “Agricultural rentals and Services” activity consists of agricultural services (for example, irrigation) and leasing of the Company’s farms to third parties. Our Agricultural Rentals and Services activity had assets of ARS 15,239 million and ARS 21,598 million as of June 30, 2025 and 2024, respectively, representing 1.47% and 2.12% of our agricultural business assets at such dates, respectively. Our Agricultural Rentals and Services activity generated profit from operations of ARS 4,058 million and ARS 1,505 million for fiscal years ended June 30, 2025 and 2024, respectively, representing 8.53% and 1.59% of our profit from operations from the Agricultural Business for such years, respectively. |
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|
|
| · | Our “Land transformation and Sales” segment comprises gains from the development and disposal of farmlands. Our Land Transformation and Sales segment had assets of ARS 117,320 million and ARS 95,332 million as of June 30, 2025 and 2024, respectively, representing 11.30% and 9.37% of our agricultural business assets at such dates, respectively. Our Land Transformation and Sales segment generated profit from operations of ARS 55,929 million and ARS 80,047 million for fiscal years ended June 30, 2025 and 2024, respectively, representing 117.61% and 84.61% of our profit from operations from the Agricultural Business for such years, respectively. |
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|
| · | Our “Other segments” includes, principally, brokerage activities, among others. Our Others segment had assets of ARS 81,519 million and ARS 94,806 million as of June 30, 2025 and 2024, respectively, representing 7.85% and 9.32% of our agricultural business assets at such dates, respectively. Our Others activity generated loss from operations of (ARS 18,755) million and profit from operations of ARS 16,302 million for fiscal years ended June 30, 2025 and 2024, respectively, representing (39.44%) and 17.23% of our profit from operations from the Agricultural Business for such years, respectively. The segment “Other segments” aggregates the activities Agro‑industrial and Others. |
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|
| · | The “Corporate” segment includes, principally, the corporate expenses related to the agricultural business. Our Corporate segment generated operating losses of (ARS 5,925) million and (ARS 6,390) million for fiscal years ended June 30, 2025 and 2024, respectively, representing (12.46%) and (6.75%) of our profit from operations from the Agricultural Business for such years, respectively. |
Urban properties and investment business
We operate our business in Argentina through five reportable segments, namely “Shopping Malls,” “Offices,” “Sales and Developments,” “Hotels” and “Others” as further described below:
| · | 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 1,465,040 million and ARS 966,753 million as of June 30, 2025 and 2024, respectively, representing 53.08% and 35.59% of our operating assets for the urban properties and investment business at such dates, respectively. Our Shopping Malls segment generated operating profit of ARS 650,765 million and ARS 168,063 million for the fiscal years ended June 30, 2025 and 2024, respectively. |
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|
|
| · | Our “Offices” segment includes the operating results from lease revenues of offices, other rental spaces and other service revenues related to the office activities. Our Offices segment had assets of ARS 255,125 million and ARS 424,678 million as of June 30, 2025 and 2024, respectively, representing 9.24% and 15.63% of our operating assets for the urban properties and investment business at such dates, respectively. Our Offices segment generated an operating loss of (ARS 133,692) million and (ARS 79,231) million for the fiscal years ended June 30, 2025 and 2024, respectively. |
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| · | Our “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 are also included. Our Sales and Developments segment had assets of ARS 812,722 million and ARS 1,097,464 million as of June 30, 2025 and 2024, respectively, representing 29.45% and 40.40% of our operating assets for the urban properties and investment business at such dates, respectively. Our Sales and Developments segment generated an operating loss of (ARS 324,287) million and (ARS 374,655) million for the fiscal years ended June 30, 2025 and 2024, respectively. |
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|
|
| · | Our “Hotels” segment includes the operating results of our hotels mainly comprised of room, catering and restaurant revenues. Our Hotels segment had assets of ARS 48,164 million and ARS 43,751 million as of June 30, 2025 and 2024, respectively, representing 1.75% and 1.61% of our operating assets for the urban properties and investment business, respectively. Our Hotels segment generated an operating profit of ARS 3,949 million and ARS 25,025 million for the fiscal years ended June 30, 2025 and 2024, respectively. |
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|
|
| · | Our “Others” primarily includes the entertainment activity through La Arena S.A. (former ALG Golf Center S.A.), La Rural S.A. and Buenos Aires Convention Center (Concession), We Are Appa and the financial activities carried out through BHSA / BACS, as well as other investments in associates for both years. Our Others segment had assets of ARS 178,912 million and ARS 183,698 million as of June 30, 2025 and 2024, respectively, representing 6.48% and 6.76% of our operating assets for the urban properties and investment business, respectively. Our Others segment generated operating profit of ARS 14,378 million and ARS 34,760 million for the fiscal years ended June 30, 2025 and 2024, respectively. |
Agricultural Business
As of June 30, 2025, we owned 26 farms with approximately 578,217 hectares distributed in Argentina, Brazil, Bolivia and Paraguay and during the fiscal year ended June 30, 2025 approximately 596,017 hectares were used (including areas sold during the year) and distributed in Argentina, Brazil, Bolivia and Paraguay, of which approximately 105,317 hectares of the land used for crop production, approximately 69,029 hectares were for cattle production, 85,000 hectares were for sheep production and approximately 19,694 hectares were leased to third parties for crop and cattle production.
The remaining 316,977 hectares of land reserves are primarily natural woodlands. In addition, we have the rights to hold approximately 132,000 hectares of land under concession for a 35-year period that can be extended for another 29 years. Out of this total, we have assigned 22,469 hectares for crop production and 2,696 hectares for cattle production, 1,405 leased to third parties and the remaining 105,430 of land reserves are primarily natural woodlands. Also, during the fiscal year ended June 30, 2025, we leased 118,638 hectares to third parties for crop production and 10,896 hectares for cattle production.
The following table sets forth, at the dates indicated, the amount of land used for each production activity (including owned and leased land, and land under concession):
|
| 2025(1) |
|
| 2024(1) |
|
| 2023(1) |
|
| 2022(1) |
|
| 2021(1) |
| |||||
Crops (2) |
|
| 246,424 |
|
|
| 232,472 |
|
|
| 223,178 |
|
|
| 220,663 |
|
|
| 224,185 |
|
Cattle (3) |
|
| 82,621 |
|
|
| 81,605 |
|
|
| 82,431 |
|
|
| 78,537 |
|
|
| 80,835 |
|
Sheep |
|
| 85,000 |
|
|
| 85,000 |
|
|
| 85,000 |
|
|
| 85,000 |
|
|
| 85,000 |
|
Land Reserves |
|
| 427,926 |
|
|
| 445,145 |
|
|
| 464,858 |
|
|
| 457,711 |
|
|
| 466,421 |
|
Own farmlands leased to third parties |
|
| 21,099 |
|
|
| 21,380 |
|
|
| 28,064 |
|
|
| 25,103 |
|
|
| 25,908 |
|
Total |
|
| 863,070 |
|
|
| 865,602 |
|
|
| 883,531 |
|
|
| 867,014 |
|
|
| 882,349 |
|
______________________
(1) | Includes Brazil, Paraguay, Agro-Uranga S.A. at 34.86% and 132,000 hectares in Concession. |
(2) | Includes wheat, corn, sunflower, soybean, sorghum and others. |
(3) | Breeding and fattening. |
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Our Principal Business Activities
During the fiscal year ended June 30, 2025, we conducted our operations on 27 owned farms (includes Preferencia farm which was sold in June 2025), through subsidiaries, and/or through affiliates, and 126 leased farms. Some of the farms that we own are dedicated to more than one productive activity simultaneously.
The following charts show, for the fiscal year ended June 30, 2025, the surface area in operation for each line of business (includes production in surfaces with double crops), as well as the hectares held as land reserves:
Agricultural Business
Land Transformation and Sales
Land Acquisitions
We seek to increase our lands portfolio, through the acquisition of large areas of land with high potential for appreciation. We also aim to increase the productivity of the land by applying state-of-the-art technology to improve agricultural yields.
Several important intermediaries, with whom we usually work, bring farmlands available for sale to our attention. The decision to acquire farmlands is based on the assessment of a large number of factors. In addition to the land’s location, we normally carry out an analysis of soil and water, including the quality of the soil and its suitability for our intended use (crops, cattle, or milk production), classify the various sectors of the lot and the prior use of the farmland; analyze the improvements in the property, any easements, rights of way or other variables in relation to the property title; examine satellite photographs of the property (useful in the survey of soil drainage characteristics during the different rain cycles) and detailed comparative data regarding neighboring farms (generally covering a 50-km area). Based on the foregoing factors, we assess the farmland in terms of the sales price compared against the production potential of the land and capital appreciation potential. We consider that competition for the acquisition of farmlands is, in general, limited to small farmers for the acquisition of smaller lots, and that there is scarce competition for the acquisition of bigger lots.
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The following table presents, for the years indicated and in real terms, certain information related to the fields acquired during the last 12 fiscal years ended on June 30:
FY |
| Number of farms acquired |
|
| Acquisition value (million of ARS) |
| ||
2013 – 2016 |
|
| – |
|
|
| – |
|
2017 |
|
| 1 |
|
|
| 43,546 |
|
2018 – 2019 |
|
| – |
|
|
| – |
|
2020 |
|
| 1 |
|
|
| 8,691 |
|
2021 – 2022 |
|
| – |
|
|
| – |
|
2023 |
|
| 2 |
|
|
| 77,693 |
|
2024 |
|
| – |
|
|
| – |
|
2025 |
|
| – |
|
|
| – |
|
Land Sales
Occasionally we sell properties that have reached a considerable valuation to reinvest in new fields with greater potential. We consider the sale of farms based on a number of factors, including the future performance of the farm for farming, the potential appreciation of the farm, the availability of other investment opportunities and cyclical factors affecting global farm values.
On September 26, 2024, BrasilAgro completed the sale of the remaining 1,157 hectares of the Alto Taquari farm, located in the State of Mato Grosso, Brazil. The contract was signed on September 1, 2021 and provided for the transfer of possession in two stages, the first of which occurred on October 10, 2021. The purchase price was 1.27 million soybean bags, equivalent to BRL 189.4 million at the date of the transaction.
On September 30, 2024, the Company sold a 3,630-hectare fraction of land reserve with productive potential of the “Los Pozos” farm, located in the Province of Salta, Argentina, retaining ownership of approximately 231,700 hectares of the property. The total amount of the transaction was USD 2.23 million (USD/ha. 614). As of the date of this Annual Report, USD 1.1 million has been duly collected, while the outstanding USD 1.13 million balance, secured by a mortgage and originally due in September 2025, is under renegotiation to extend maturity until September 2026. The book value of the land sold was ARS 56 million and the gain from the transaction amounted to approximately ARS 2,150 million. On the same date, BrasilAgro transferred 190 hectares of the Rio do Meio farm, located in Correntina, State of Bahia, Brazil. The contract had been signed on November 8, 2022, and established the transfer of ownership in four phases, this being the third. The fourth and final transfer of 662 hectares was completed in May 2025. The payment amount for the third transfer was set at 54,000 soybean sacks, equivalent to BRL 7 million, and for the fourth transfer at 75,500 soybean sacks, equivalent to BRL 10 million, at the date of each transaction.
Finally, in June 2025, BrasilAgro completed the sale of the entire “Preferencia” farm of 17,799 hectares (12,413 productive hectares), located in the Municipality of Baianópolis, State of Bahia, Brazil, which had been acquired in 2008. The total amount of the transaction was BRL 141.1 million, of which BRL 42.0 million had been collected as of the date of this Annual Report, and the remaining balance will be collected in six annual installments. The book value of the farm was BRL 34.7 million. The internal rate of return in U.S. dollars achieved was approximately 1.8%.
Land productivity potential
We believe that our agricultural lands have significant productivity potential and, through the implementation of best agricultural practices and application of our accumulated knowledge and experience, we are able to enhance the value of our agricultural lands.
As of June 30, 2025, we owned land reserves in the region extending over more than 316,977 hectares of our own farmlands that were purchased at very attractive prices. In addition, we have a concession of 105,430 hectares as reserved.
| 67 |
| Table of Contents |
During this fiscal year, we added to our portfolio 1,703 productive hectares in the region: 1,022 hectares in Argentina and 681 hectares in Brazil though BrasilAgro.
Newly Developed Area |
| FY 2025 |
|
| FY 2024 |
| ||
|
| (hectares) |
| |||||
Argentina |
|
| 1,022 |
|
|
| 1,300 |
|
Brazil |
|
| 681 |
|
|
| 3,616 |
|
Total |
|
| 1,703 |
|
|
| 4,916 |
|
Results
The following table shows the land transformation segment results for fiscal year 2025, compared to the preceding fiscal year:
|
| FY 2025 |
|
| FY 2024 |
|
| YoY var |
| |||
|
|
|
|
|
| 2025 vs. 2024 |
| |||||
|
| (in millions of ARS) |
|
| % |
| ||||||
Revenues |
|
| — |
|
|
| — |
|
|
| — |
|
Costs |
|
| (389 | ) |
|
| (318 | ) |
|
| (22.3 | ) |
Gross Loss |
|
| (389 | ) |
|
| (318 | ) |
|
| (22.3 | ) |
Net result for changes in fair value of investment properties |
|
| 12,467 |
|
|
| (10,392 | ) |
|
| — |
|
Gain from disposition of farmlands |
|
| 41,992 |
|
|
| 73,352 |
|
|
| (42.8 | ) |
General and administrative expenses |
|
| (86 | ) |
|
| (88 | ) |
|
| (2.3 | ) |
Selling expenses |
|
| (1,552 | ) |
|
| (1,658 | ) |
|
| (6.4 | ) |
Other operating results, net |
|
| 3,497 |
|
|
| 19,151 |
|
|
| (81.7 | ) |
Profit from operations |
|
| 55,929 |
|
|
| 80,047 |
|
|
| (30.1 | ) |
Segment profit |
|
| 55,929 |
|
|
| 80,047 |
|
|
| (30.1 | ) |
Agricultural Production
Production
The following table shows, for the fiscal years indicated, our production volumes measured in tons:
Production Volume (1) |
| FY2025 |
|
| FY2024 |
|
| FY2023 |
|
| FY2022 |
|
| FY2021 |
| |||||
Corn |
|
| 237,951 |
|
|
| 348,302 |
|
|
| 291,236 |
|
|
| 401,104 |
|
|
| 342,726 |
|
Soybean |
|
| 367,654 |
|
|
| 329,890 |
|
|
| 302,430 |
|
|
| 327,176 |
|
|
| 339,954 |
|
Wheat |
|
| 44,439 |
|
|
| 28,800 |
|
|
| 21,419 |
|
|
| 35,398 |
|
|
| 36,594 |
|
Sorghum |
|
| 1,425 |
|
|
| 11,965 |
|
|
| 8,978 |
|
|
| 15,469 |
|
|
| 26,704 |
|
Sunflower |
|
| 616 |
|
|
| 971 |
|
|
| 9,617 |
|
|
| 3,493 |
|
|
| 4,846 |
|
Cotton |
|
| 19,036 |
|
|
| 18,038 |
|
|
| 12,343 |
|
|
| 7,157 |
|
|
| 8,781 |
|
Other |
|
| 19,901 |
|
|
| 25,952 |
|
|
| 6,890 |
|
|
| 15,068 |
|
|
| 16,628 |
|
Total Crops (tons) |
|
| 691,022 |
|
|
| 763,918 |
|
|
| 652,913 |
|
|
| 804,865 |
|
|
| 776,233 |
|
Sugarcane (tons) |
|
| 1,840,588 |
|
|
| 1,488,530 |
|
|
| 1,640,394 |
|
|
| 2,187,134 |
|
|
| 2,364,535 |
|
Cattle (tons) |
|
| 11,572 |
|
|
| 9,982 |
|
|
| 9,743 |
|
|
| 8,746 |
|
|
| 9,956 |
|
__________________
(1) | Includes BrasilAgro. Agro-Uranga S.A. is not included. |
| 68 |
| Table of Contents |
Crops and Sugarcane
Our crop production is mainly based on crops and oilseeds and sugarcane. Our main crops include soybean, wheat, corn, and sunflower. Other crops, such as sorghum and peanut, are sown occasionally and represent only a small percentage of total sown land.
Below is the geographical distribution of our agricultural production for the last five fiscal years:
2025 Season |
| Argentina |
|
| Brazil |
|
| Bolivia |
|
| Paraguay |
|
| Total |
| |||||
|
| (in tons) |
| |||||||||||||||||
Corn |
|
| 163,496 |
|
|
| 73,341 |
|
|
| — |
|
|
| 1,114 |
|
|
| 237,951 |
|
Soybean |
|
| 141,623 |
|
|
| 216,296 |
|
|
| 3,624 |
|
|
| 6,111 |
|
|
| 367,654 |
|
Wheat |
|
| 44,439 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 44,439 |
|
Sorghum |
|
| 1,425 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 1,425 |
|
Sunflower |
|
| 616 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 616 |
|
Cotton |
|
| 3,489 |
|
|
| 15,547 |
|
|
| — |
|
|
| — |
|
|
| 19,036 |
|
Other |
|
| 10,512 |
|
|
| 9,388 |
|
|
| — |
|
|
| — |
|
|
| 19,900 |
|
Total Crops and Other |
|
| 365,600 |
|
|
| 314,572 |
|
|
| 3,624 |
|
|
| 7,225 |
|
|
| 691,021 |
|
Sugarcane |
|
| — |
|
|
| 1,735,045 |
|
|
| 105,543 |
|
|
| — |
|
|
| 1,840,588 |
|
2024 Season |
| Argentina |
|
| Brazil |
|
| Bolivia |
|
| Paraguay |
|
| Total |
| |||||
|
| (in tons) |
| |||||||||||||||||
Corn |
|
| 233,024 |
|
|
| 111,200 |
|
|
| 2,377 |
|
|
| 1,701 |
|
|
| 348,302 |
|
Soybean |
|
| 118,197 |
|
|
| 203,334 |
|
|
| — |
|
|
| 8,359 |
|
|
| 329,890 |
|
Wheat |
|
| 28,800 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 28,800 |
|
Sorghum |
|
| 9,242 |
|
|
| 2,578 |
|
|
| — |
|
|
| 145 |
|
|
| 11,965 |
|
Sunflower |
|
| 971 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 971 |
|
Cotton |
|
| 1,002 |
|
|
| 14,737 |
|
|
| 2,299 |
|
|
| — |
|
|
| 18,038 |
|
Other |
|
| 10,612 |
|
|
| 15,263 |
|
|
| 77 |
|
|
| — |
|
|
| 25,952 |
|
Total Crops and Other |
|
| 401,848 |
|
|
| 347,112 |
|
|
| 4,753 |
|
|
| 10,205 |
|
|
| 763,918 |
|
Sugarcane |
|
| — |
|
|
| 1,329,888 |
|
|
| 158,642 |
|
|
| — |
|
|
| 1,488,530 |
|
2023 Season |
| Argentina |
|
| Brazil |
|
| Bolivia |
|
| Paraguay |
|
| Total |
| |||||
|
| (in tons) |
| |||||||||||||||||
Corn |
|
| 159,246 |
|
|
| 117,642 |
|
|
| 819 |
|
|
| 13,528 |
|
|
| 291,235 |
|
Soybean |
|
| 92,423 |
|
|
| 183,453 |
|
|
| 16,119 |
|
|
| 10,435 |
|
|
| 302,430 |
|
Wheat |
|
| 21,419 |
|
|
| 8,588 |
|
|
| — |
|
|
| 3,755 |
|
|
| 33,762 |
|
Sorghum |
|
| 4,899 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 4,899 |
|
Sunflower |
|
| 8,710 |
|
|
| 4,091 |
|
|
| — |
|
|
| (12 | ) |
|
| 12,789 |
|
Cotton |
|
| — |
|
|
| 752 |
|
|
| 155 |
|
|
| — |
|
|
| 907 |
|
Other |
|
| 6,890 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 6,890 |
|
Total Crops and Other |
|
| 293,587 |
|
|
| 314,526 |
|
|
| 17,093 |
|
|
| 27,706 |
|
|
| 652,912 |
|
Sugarcane |
|
| — |
|
|
| 1,523,387 |
|
|
| 117,007 |
|
|
| — |
|
|
| 1,640,394 |
|
2022 Season |
| Argentina |
|
| Brazil |
|
| Bolivia |
|
| Paraguay |
|
| Total |
| |||||
|
| (in tons) |
| |||||||||||||||||
Corn |
|
| 259,059 |
|
|
| 131,155 |
|
|
| 3,877 |
|
|
| 7,013 |
|
|
| 401,104 |
|
Soybean |
|
| 129,276 |
|
|
| 180,509 |
|
|
| 17,391 |
|
|
| — |
|
|
| 327,176 |
|
Wheat |
|
| 34,938 |
|
|
| — |
|
|
| 460 |
|
|
| — |
|
|
| 35,398 |
|
Sorghum |
|
| 26,232 |
|
|
| 292 |
|
|
| 180 |
|
|
| — |
|
|
| 26,704 |
|
Sunflower |
|
| 3,493 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 3,493 |
|
Cotton |
|
| — |
|
|
| 7,157 |
|
|
| — |
|
|
| — |
|
|
| 7,157 |
|
Other |
|
| 7,178 |
|
|
| 7,549 |
|
|
| 5 |
|
|
| 336 |
|
|
| 15,068 |
|
Total Crops and Other |
|
| 460,176 |
|
|
| 326,662 |
|
|
| 21,913 |
|
|
| 7,349 |
|
|
| 816,100 |
|
Sugarcane |
|
| — |
|
|
| 2,083,485 |
|
|
| 103,649 |
|
|
| — |
|
|
| 2,187,134 |
|
| 69 |
| Table of Contents |
2021 Season |
| Argentina |
|
| Brazil |
|
| Bolivia |
|
| Paraguay |
|
| Total |
| |||||
|
| (in tons) |
| |||||||||||||||||
Corn |
|
| 233,900 |
|
|
| 99,441 |
|
|
| 7,127 |
|
|
| 2,258 |
|
|
| 342,726 |
|
Soybean |
|
| 151,808 |
|
|
| 168,747 |
|
|
| 15,907 |
|
|
| 3,492 |
|
|
| 339,954 |
|
Wheat |
|
| 36,594 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 36,594 |
|
Sorghum |
|
| 26,232 |
|
|
| 292 |
|
|
| 180 |
|
|
| — |
|
|
| 26,704 |
|
Sunflower |
|
| 4,846 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 4,846 |
|
Cotton |
|
| — |
|
|
| 8,781 |
|
|
| — |
|
|
| — |
|
|
| 8,781 |
|
Other |
|
| 4,120 |
|
|
| 7,207 |
|
|
| — |
|
|
| 5,301 |
|
|
| 16,628 |
|
Total Crops and Other |
|
| 457,500 |
|
|
| 284,468 |
|
|
| 23,214 |
|
|
| 11,051 |
|
|
| 776,233 |
|
Sugarcane |
|
| — |
|
|
| 2,196,119 |
|
|
| 168,416 |
|
|
| — |
|
|
| 2,364,535 |
|
Sales
Below is the total volume sold broken down into geographical areas, measured in thousands of tons:
Volumen of Sales (3) | FY2025 | FY2024 | FY2023 | FY2022 | FY2021 | ||||||||||
DM (1) | FM (2) | Total | DM (1) | FM (2) | Total | DM (1) | FM (2) | Total | DM (1) | FM (2) | Total | DM (1) | FM (2) | Total | |
Corn | 195.0 | 26.7 | 221.7 | 241.4 | 110.1 | 351.5 | 184.5 | 97.6 | 282.1 | 295.2 | 72.5 | 367.7 | 286.6 | 70.0 | 356.6 |
Soybean | 138.5 | 148.6 | 287.1 | 150.2 | 119.9 | 270.1 | 163.9 | 114.7 | 278.6 | 255.0 | 128.0 | 383.0 | 229.3 | 56.1 | 285.4 |
Wheat | 28.4 | — | 28.4 | 31.1 | — | 31.1 | 16.9 | — | 16.9 | 34.1 | — | 34.1 | 31.6 | 3.1 | 34.7 |
Sorghum | 13.2 | — | 13.2 | 4.2 | — | 4.2 | 15.5 | — | 15.5 | 30.0 | — | 30.0 | 3.4 | — | 3.4 |
Sunflower | 0.6 | — | 0.6 | 3.5 | — | 3.5 | 8.3 | — | 8.3 | 3.0 | — | 3.0 | 4.7 | — | 4.7 |
Cotton | 13.5 | 5.8 | 19.3 | 15.1 | 3.6 | 18.7 | 6.9 | — | 6.9 | 3.3 | 1.3 | 4.6 | 7.2 | — | 7.2 |
Others | 13.3 | — | 13.3 | 18.2 | — | 18.2 | 9.5 | — | 9.5 | 9.8 | 1.4 | 11.2 | 6.4 | 1.0 | 7.4 |
Total Crops (thousands of tons) | 402.5 | 181.1 | 583.6 | 463.7 | 233.6 | 697.3 | 405.5 | 212.3 | 617.7 | 630.4 | 203.2 | 833.6 | 569.2 | 130.2 | 699.4 |
Sugarcane (thousands of tons) | 1.840.6 | — | 1.840.6 | 1.488.5 | — | 1.488.5 | 1.640.4 | — | 1.640.4 | 1.997.3 | — | 1.997.3 | 2.169.9 | — | 2.169.9 |
Cattle (thousands of tons) | 16.6 | — | 16.6 | 49.5 | — | 49.5 | 10.4 | — | 10.4 | 12.5 | — | 12.5 | 16.6 | — | 16.6 |
__________________
(1) | Volume of sales in domestic market. |
(2) | Volume of sales in foreign market. |
(3) | Includes BrasilAgro. Excludes Agro-Uranga. |
The following table shows the sown surface area assigned to crop production, classified into own, under lease, under concession and leased to third parties for the fiscal years indicated below, measured in hectares:
|
| 2025 (1) |
|
| 2024 (1) |
|
| 2023 (1) |
|
| 2022 (1) |
|
| 2021 (1) |
| |||||
Own |
|
| 112,128 |
|
|
| 114,674 |
|
|
| 113,720 |
|
|
| 113,452 |
|
|
| 109,576 |
|
Under lease |
|
| 150,836 |
|
|
| 124,844 |
|
|
| 121,713 |
|
|
| 122,662 |
|
|
| 130,940 |
|
Under concession |
|
| 22,469 |
|
|
| 22,087 |
|
|
| 22,314 |
|
|
| 22,121 |
|
|
| 22,771 |
|
Leased to third parties |
|
| 18,204 |
|
|
| 21,380 |
|
|
| 27,994 |
|
|
| 23,778 |
|
|
| 24,133 |
|
Total |
|
| 303,637 |
|
|
| 282,985 |
|
|
| 285,741 |
|
|
| 282,013 |
|
|
| 287,420 |
|
__________________
(1) | Includes double crops, all farms in Argentina, Bolivia, Paraguay and Brazil, and Agro-Uranga (Associated – 34.86%). |
|
| Season |
|
|
| |||||||
Stock of crops |
| 2025 |
|
| 2024 |
|
| Variation |
| |||
|
| (in tons) |
|
| % |
| ||||||
Corn |
|
| 47,960 |
|
|
| 30,993 |
|
|
| 54.7 |
|
Soybean |
|
| 160,867 |
|
|
| 122,491 |
|
|
| 31.3 |
|
Sunflower |
|
| 941 |
|
|
| 612 |
|
|
| 53.8 |
|
Sorghum |
|
| 801 |
|
|
| 6,680 |
|
|
| (88.0 | ) |
Wheat |
|
| 15,775 |
|
|
| 2,159 |
|
|
| 630.7 |
|
Cotton |
|
| 4,059 |
|
|
| 3,818 |
|
|
| 6.3 |
|
Beans |
|
| 7,681 |
|
|
| 7,351 |
|
|
| 4.5 |
|
Other |
|
| 6,381 |
|
|
| 3,755 |
|
|
| 69.9 |
|
Total |
|
| 244,465 |
|
|
| 177,859 |
|
|
| 37.4 |
|
| 70 |
| Table of Contents |
We seek to diversify our mix of products and the geographic location of our farmlands to achieve an adequate balance between the two principal risks associated with our activities: weather conditions and the fluctuations in the prices of commodities. In order to reduce such risks, we own and lease land in several areas of Argentina with different climate conditions that allow us to sow a diversified range of products. Our leased land for crops is mostly located in the Pampas region, a favorable area for crop production. The leased farms are previously studied by technicians who analyze future production expectations based on the historic use of the land. The initial duration of lease agreements is typically one or three seasons. Leases of farms for production of crops generally consist of lease agreements with payments based on a fixed amount of Pesos per hectare or sharecropping agreements with payments in kind based on a percentage of the crops obtained or a fixed amount of tons of crops obtained or their equivalent value in Pesos. The principal advantage of leasing farms is that leases do not require us to commit large amounts of capital to the acquisition of lands but allow us to increase our scale in the short term and reduce the risk of inclement weather. The disadvantage of this strategy is that the cost of leasing can increase over time, in part, because increased demand for leased land increases the price of leased land.
In order to increase our production yields, we use, besides state-of-the-art technology, labor control methods which imply the supervision of the seeding’s quality (density, fertilization, distribution, and depth), crop monitoring (determination of natural losses and losses caused by harvester) and verification of bagged crop quality. In this way, we work jointly with our suppliers to achieve the best management of inputs, water and soil.
Wheat seeding takes place from June to August, and harvesting takes place from December to January. Corn, soybean and sunflower are sown from September to December and are harvested from February to August. Crops are available to be sold as commodities after the harvest from December to June and we usually store part of our production until prices recover after the drop that normally takes place during the harvesting season. A major part of production, especially soybean, wheat, corn and sorghum, is sold and delivered to buyers pursuant to agreements in which price conditions are fixed by reference to the market price at a specific time in the future that we determine. The rest of the production is either sold at current market prices or delivered to cover any futures contract that we may have entered into.
Agro-Uranga S.A.
As of June 30, 2025, our holding in Agro-Uranga was 34.86%. This company optimizes production processes with special emphasis in soil conservation, the application of rational techniques and care of the environment.
At present, with the assistance of its foreign trade team it is seeking to develop new products so as to significantly increase export volumes, encouraged by the world’s growing demand.
Lease of Farmlands
We conduct our business on owned and leased land. Rental payments increase our production costs, as the amounts paid as rent are accounted for as operating expenses.
Our land leasing policy is designed to supplement our expansion strategy, using our liquidity to make production investments in our principal agricultural activities. On the other hand, our leasing strategy provides us with an added level of flexibility in the share of each of our products in total production, providing for greater diversification.
The initial duration of the lease agreements is for two agricultural seasons on 60% of the area we lease and for three agricultural seasons on the remaining 11%, a model we aim to increase each year.
Leases of farms for production of crops consist in lease agreements with payments based on a fixed amount of quintals of grain per arable hectare or sharecropping agreements with payments in kind based on a percentage of the crops obtained or a fixed amount of tons of crops obtained or their equivalent value in Pesos. Leases of farmlands for cattle breeding consist in lease agreements with fixed payments based on a fixed amount of steer kilograms plus a variable sum, assuming there is a positive net margin of the farm.
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During the fiscal year 2025, we leased to third parties a total of 126 farms, covering 135,052 hectares, including 67,265 hectares through BrasilAgro. Out of the total leased area 118,638 hectares were assigned to agricultural production including double crops, and 10,896 hectares to cattle raising. The properties for agricultural production were leased, primarily, for a fixed price prior to harvest and only a small percentage consisted of sharecropping agreements.
The following table shows a breakdown of the number of hectares of leased land used for each of our principal production activities:
|
| 2025 |
|
| 2024 |
|
| 2023 |
|
| 2022 |
|
| 2021 |
| |||||
Crops |
|
| 118,638 |
|
|
| 100,612 |
|
|
| 99,183 |
|
|
| 100,470 |
|
|
| 107,013 |
|
Cattle |
|
| 10,896 |
|
|
| 11,596 |
|
|
| 13,821 |
|
|
| 12,590 |
|
|
| 12,635 |
|
Due to the rise in the price of land, we adopted a policy of not validating excessive prices and applying strict criteria upon adopting the decision to lease, selecting those lands with values that would ensure appropriate margins.
Results
The following table shows the Company’s results for fiscal year 2025 for Crops and Sugarcane activities, compared to the preceding fiscal year:
Crops
|
| FY 2025 |
|
| FY 2024 |
|
| YoY var 2025 vs. 2024 |
| |||
|
| (in millions of ARS) |
|
| % |
| ||||||
Revenues |
|
| 197,038 |
|
|
| 258,615 |
|
|
| (23.8 | ) |
Costs |
|
| (172,437 | ) |
|
| (235,306 | ) |
|
| (26.7 | ) |
Initial recognition and changes in the fair value of biological assets and agricultural produce |
|
| 1,163 |
|
|
| 11,869 |
|
|
| (90.2 | ) |
Changes in the net realizable value of agricultural produce |
|
| 4,688 |
|
|
| 9,999 |
|
|
| (53.1 | ) |
Gross profit |
|
| 30,452 |
|
|
| 45,177 |
|
|
| (32.6 | ) |
General and administrative expenses |
|
| (16,143 | ) |
|
| (19,616 | ) |
|
| (17.7 | ) |
Selling expenses |
|
| (30,257 | ) |
|
| (35,372 | ) |
|
| (14.5 | ) |
Other operating results, net |
|
| 10,356 |
|
|
| 13,699 |
|
|
| (24.4 | ) |
(Loss)/Profit from operations |
|
| (5,592 | ) |
|
| 3,888 |
|
|
| — |
|
Share of profit of associates and joint ventures |
|
| 363 |
|
|
| 2,158 |
|
|
| (83.2 | ) |
(Loss)/Profit from Activity |
|
| (5,229 | ) |
|
| 6,046 |
|
|
| — |
|
Sugarcane
|
| FY 2025 |
|
| FY 2024 |
|
| YoY var 2025 vs. 2024 |
| |||
|
| (in millions of ARS) |
|
| % |
| ||||||
Revenues |
|
| 71,980 |
|
|
| 66,034 |
|
|
| 9.0 |
|
Costs |
|
| (63,036 | ) |
|
| (58,735 | ) |
|
| 7.3 |
|
Initial recognition and changes in the fair value of biological assets and agricultural produce |
|
| 8,724 |
|
|
| 4,432 |
|
|
| 96.8 |
|
Gross profit |
|
| 17,668 |
|
|
| 11,731 |
|
|
| 50.6 |
|
General and administrative expenses |
|
| (3,816 | ) |
|
| (4,148 | ) |
|
| (8.0 | ) |
Selling expenses |
|
| (2,051 | ) |
|
| (2,090 | ) |
|
| (1.9 | ) |
Other operating results, net |
|
| (2,870 | ) |
|
| (1,219 | ) |
|
| 135.4 |
|
Profit from operations |
|
| 8,931 |
|
|
| 4,274 |
|
|
| 109.0 |
|
Profit from Activity |
|
| 8,931 |
|
|
| 4,274 |
|
|
| 109.0 |
|
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| Table of Contents |
Cattle
Our cattle production involves the breeding and fattening of our own animals. In some cases, if market conditions are favorable, we also purchase and fatten cattle which we sell to slaughterhouses and supermarkets. As of June 2025, our cattle aggregated 77,784 heads, and we had a total surface area of 82,621 hectares of own and leased lands devoted to this business activity.
During the fiscal year ended June 30, 2025, our production was 11,572 tons, an 15.9% year-on-year increase. The following table sets forth, for the fiscal years indicated below, the cattle production volumes measured in tons:
|
| 2025 |
|
| 2024 |
|
| 2023 |
|
| 2022 |
|
| 2021 |
| |||||
Cattle production(1) |
|
| 11,572 |
|
|
| 9,982 |
|
|
| 9,743 |
|
|
| 8,746 |
|
|
| 9,956 |
|
__________________
(1) | Production measured in tons of live weight. Production is the sum of the net increases (or decreases) during a given period in live weight of each head of cattle owned by us. |
We develop livestock production under two modalities:
| 1. | Full-cycle with owned cattle, which includes breeding, rearing, and fattening. |
|
|
|
| 2. | Feedlot fattening of purchased cattle, acquired for finishing and sale. |
In the full-cycle system, we work with breeding cows and bulls. Each cow gives birth approximately once a year and their productive lifespan is from six to seven years. Six months after birth, calves are weaned and transferred to pastures for rearing and fattening. During this stage, the cattle are for 12 to 18 months until they reach optimal finishing weight.
In the feedlot fattening of purchased cattle, animals (steers, heifers, and calves) enter directly into the finishing system, remaining in the feedlot for about 120 days before being sold as finished cattle. Slaughter weights average between 380 and 430 kg for steers and 280 to 295 kg for heifers, depending on the breed.
Pregnancy rates have shown positive evolution in recent years, maintaining acceptable efficiency levels despite adverse weather conditions. This outcome is supported by genetic improvement, herd management, and the adoption of reproductive technologies such as artificial insemination with selected bovine genetics acquired from specialized suppliers.
Herd health is supported by veterinary products from national and international laboratories and supervised by an external committee of veterinary advisors who visit each establishment monthly to evaluate, plan, and coordinate tasks.
All our establishments are officially registered as export farms, complying with current identification and traceability regulations. Each animal is individually identified, allowing us to develop special business opportunities and ensure the quality of the final product.
To improve livestock production and quality, we apply advanced breeding techniques and perform crossbreeding among indicine, British (Angus and Hereford), and continental breeds, seeking animals adapted to the conditions of each field. Pasture improvement is a permanent priority, with investments in seeds and fertilizers, increased availability of water troughs, and the incorporation of machinery for the preparation and storage of hay rolls.
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Our commitment to animal health includes compliance with national regulations, laboratory testing, and vaccination programs to prevent diseases, especially foot-and-mouth disease.
The direct costs of livestock activity are mainly concentrated in grain-based feeding and supplementation, health care, and labor, among other inputs.
Our cattle stock is organized into breeding and fattening activities. The following table shows, for the fiscal years indicated, the number of heads of cattle for each activity:
|
| 2025 |
|
| 2024 |
|
| 2023 |
|
| 2022 |
|
| 2021 |
| |||||
Breeding stock |
|
| 56,934 |
|
|
| 62,947 |
|
|
| 70,635 |
|
|
| 66,532 |
|
|
| 58,086 |
|
Winter grazing stock |
|
| 20,850 |
|
|
| 12,525 |
|
|
| 5,357 |
|
|
| 4,798 |
|
|
| 4,972 |
|
Total Stock (heads) |
|
| 77,784 |
|
|
| 75,472 |
|
|
| 75,992 |
|
|
| 71,330 |
|
|
| 63,058 |
|
We seek to improve cattle production and quality in order to obtain a higher price through advanced breeding techniques. We cross breed our stock of Indicus, British (Angus and Hereford) and Continental breeds to obtain herds with characteristics better suited to the pastures in which they graze. To enhance the quality of our herds even further, we plan to continue improving our pastures through permanent investment in seeds and fertilizers, an increase in the watering troughs available in pastures, and the acquisition of round bailers to cut and roll grass for storage purposes.
Our emphasis on improving the quality of our herd also includes the use of animal health-related technologies. We comply with national animal health standards that include laboratory analyses and vaccination aimed at controlling and preventing disease in our herd, particularly foot-and-mouth disease or FMD.
Direct costs of beef production consist primarily of crops for feeding and dietary supplementation purposes, animal health and payroll costs, among others.
Results
The following table shows cattle activity’s results for fiscal year 2025, compared to the preceding fiscal years:
|
| FY 2025 |
|
| FY 2024 |
|
| YoY var 2025 vs. 2024 |
| |||
|
| (In millions of ARS) |
|
| % |
| ||||||
Revenues |
|
| 44,721 |
|
|
| 35,545 |
|
|
| 25.8 |
|
Costs |
|
| (37,399 | ) |
|
| (28,447 | ) |
|
| 31.5 |
|
Initial recognition and changes in the fair value of biological assets and agricultural produce |
|
| 7,828 |
|
|
| (8,857 | ) |
|
| — |
|
Changes in the net realizable value of agricultural produce after harvest |
|
| (46 | ) |
|
| 3 |
|
|
| — |
|
Gross profit/(loss) |
|
| 15,104 |
|
|
| (1,756 | ) |
|
| — |
|
General and administrative expenses |
|
| (2,510 | ) |
|
| (2,677 | ) |
|
| (6.2 | ) |
Selling expenses |
|
| (2,866 | ) |
|
| (2,223 | ) |
|
| 28.9 |
|
Other operating results, net |
|
| (1,188 | ) |
|
| (524 | ) |
|
| 126.7 |
|
Profit/(loss) from operations |
|
| 8,540 |
|
|
| (7,180 | ) |
|
| — |
|
Profit from Joint Ventures |
|
| 5 |
|
|
| 3 |
|
|
| 66.7 |
|
Activity profit/(loss) |
|
| 8,545 |
|
|
| (7,177 | ) |
|
| — |
|
Leases and Agricultural Services
We lease own farms to third parties for agriculture. On the one hand, in our farms under irrigation in the Province of San Luis (Santa Bárbara and La Gramilla) enter into production agreements to seed companies. These farms are ideal for obtaining steady production levels, given the quality of their soil and the weather conditions of the area, along with the even humidity provided by irrigation.
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On the other hand, when market conditions are favorable, we lease farms recently put into production after agricultural development. In this way, we manage to reduce our production risk, ensuring fixed rental income until the new farms reach stable productivity levels.
Results
The following table shows Leases and Agriculture Services’s results for fiscal year 2025, compared to the preceding fiscal years:
|
| FY 2025 |
|
| FY 2024 |
|
| YoY var 2025 vs. 2024 |
| |||
|
| (In millions of ARS) |
|
| % |
| ||||||
Revenues |
|
| 13,236 |
|
|
| 13,985 |
|
|
| (5.4 | ) |
Costs |
|
| (7,567 | ) |
|
| (10,776 | ) |
|
| (29.8 | ) |
Gross profit |
|
| 5,669 |
|
|
| 3,209 |
|
|
| 76.7 |
|
General and administrative expenses |
|
| (789 | ) |
|
| (942 | ) |
|
| (16.2 | ) |
Selling expenses |
|
| (511 | ) |
|
| (655 | ) |
|
| (22.0 | ) |
Other operating results, net |
|
| (311 | ) |
|
| (107 | ) |
|
| 190.7 |
|
Profit from operations |
|
| 4,058 |
|
|
| 1,505 |
|
|
| 169.6 |
|
Activity profit |
|
| 4,058 |
|
|
| 1,505 |
|
|
| 169.6 |
|
Others
We include within “Others” the results coming from our investment in FyO.
Results
The following table shows Others activities’ results for fiscal year 2025, compared to preceding fiscal year:
|
| FY 2025 |
|
| FY 2024 |
|
| YoY var 2025 vs. 2024 |
| |||
|
| (In millions of ARS) |
|
| % |
| ||||||
Revenues |
|
| 121,291 |
|
|
| 129,435 |
|
|
| (6.3 | ) |
Costs |
|
| (105,934 | ) |
|
| (85,248 | ) |
|
| 24.3 |
|
Gross profit |
|
| 15,357 |
|
|
| 44,187 |
|
|
| (65.2 | ) |
General and administrative expenses |
|
| (13,194 | ) |
|
| (13,093 | ) |
|
| 0.8 |
|
Selling expenses |
|
| (21,988 | ) |
|
| (19,024 | ) |
|
| 15.6 |
|
Other operating results, net |
|
| 2,472 |
|
|
| 7,904 |
|
|
| (68.7 | ) |
(Loss)/Profit from operations |
|
| (17,353 | ) |
|
| 19,974 |
|
|
| (186.9 | ) |
Profit from associates |
|
| (1,402 | ) |
|
| (3,672 | ) |
|
| (61.8 | ) |
Segment (Loss)/Profit |
|
| (18,755 | ) |
|
| 16,302 |
|
|
| (215.0 | ) |
Corporate
This segment includes, principally, the corporative expenses related to the agricultural business.
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Results
The following table shows the “Corporate” segment’s results for fiscal year 2025, compared to preceding fiscal years:
|
| FY 2025 |
|
| FY 2024 |
|
| YoY var 2025 vs. 2024 |
| |||
|
| (In millions of ARS) |
|
| % |
| ||||||
Revenues |
|
| — |
|
|
| — |
|
|
| — |
|
Costs |
|
| — |
|
|
| — |
|
|
| — |
|
Gross profit |
|
| — |
|
|
| — |
|
|
| — |
|
General and administrative expenses |
|
| (5,925 | ) |
|
| (6,390 | ) |
|
| (7.3 | ) |
Loss from operations |
|
| (5,925 | ) |
|
| (6,390 | ) |
|
| (7.3 | ) |
Segment loss |
|
| (5,925 | ) |
|
| (6,390 | ) |
|
| (7.3 | ) |
Futuros y Opciones.Com S.A. (FyO)
FyO is an Argentine company, leader in the agricultural business since more than 25 years that provides high-quality services, whose mission is to provide specialized agricultural products to feed the world in a responsible and sustainable way, generating opportunities and growth, integrating production services, process, logistics and marketing of special products from the farm to the final consumer. Working with top-level experts and suppliers, ensuring traceability and quality throughout the commercial chain, adding value to the agricultural production chain. As of June 30, 2025, our interest in FyO was 51.26%.
FyO owns 96.37% of Amauta Agro S.A. (AMAUTA), whose objective is to carry out activities of production, export and import, and national and international purchase and sale of raw materials and agricultural products, focused on soil nutrition, and also owns a 96.37% stake in Fyo Acopio S.A. whose objective is the wholesale consignment of cereals and oilseeds, as well as the storage and conditioning service in the collection plant and the sale of agricultural inputs.
On August 2, 2023, FYOFOODS S.A.U. was established, with the main activity of production, formulation, marketing, national and/or international buy and sell, consignment, collection, storage, processing, export and/or intermediation of goods, raw materials, products, by-products, and/or derivatives of agricultural exploitation. As of June 30, 2025, FyO interests in FYOFOODS S.A.U. was 100%.
Additionally, in June 2025, Amauta Agro S.A. acquired Agrofy S.A.U., whose objective is to simplify and enhance agribusiness through the digitalization of the sector. Agrofy S.A.U. is a technology company with an agricultural DNA, committed to the development of the farming community throughout the region. It is the most important digital solutions ecosystem for agribusiness in Latin America.
Agrofy Global
During the year, Agrofy focused on optimizing its business units and streamlining its cost structure, within a challenging macroeconomic environment in the region. The Company maintained its focus on the business lines with the highest profitability and scalability potential.
From a financial standpoint, although total revenues decreased compared to the prior fiscal year, efforts to contain expenses and improve operational efficiency led to a substantial improvement in gross margins and a significant reduction in the burn rate. This strategy was complemented by a prudent management of working capital, resulting in a stronger and more orderly financial position at year-end.
During the fiscal year ended June 30, 2025, the Company also advanced in the technological development of its platform, particularly through the strengthening of Agrofy Pay and the implementation of artificial intelligence tools, including “Clementina,” an assistant designed to enhance the purchasing experience of agricultural producers.
The main objectives of Agrofy are:
| · | consolidate and scale the membership and transaction businesses, strengthening the value proposition for both sellers and producers. |
|
|
|
| · | streamline the organizational structure, aligning available resources with key growth and profitability objectives; |
|
|
|
| · | drive the growth of Agrofy Pay as a comprehensive and reliable payment solution within the agribusiness ecosystem; and |
|
|
|
| · | expand the use of artificial intelligence through tools such as “Clementina,” contributing to greater personalization and efficiency in the user experience. |
Despite the adverse context, Agrofy was able to sustain website traffic and improve engagement indicators, reflecting the strength of its market positioning and the trust of the ecosystem in its value proposition.
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Farmland Portfolio
As of June 30, 2025, we owned, together with our subsidiaries, 26 farms, with a total surface area of 578,217 hectares.
The following table sets forth our farm portfolio as of June 30, 2025:
|
| Potential use of farms owned and under concession as of June 30, 2025 |
| |||||||||||||||||||||||||
|
| Locality |
| Province |
| Date of Acquisition |
| Surface Area (has) |
|
| Main Business |
| Cattle (has) |
|
| Sheep (has) |
|
| Agriculture (has) |
|
| Cattle (Head) |
| |||||
El Recreo |
| Recreo |
| Catamarca |
| May ’95 |
|
| 12,395 |
|
| Natural woodlands |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Los Pozos |
| JV González |
| Salta |
| May ’95 |
|
| 231,746 |
|
| Cattle / Agriculture / Natural woodlands |
|
| 32,697 |
|
|
|
|
|
| 27,769 |
|
|
| 41,067 |
| |
San Nicolás (1) |
| Rosario |
| Santa Fe |
| May ‘97 |
|
| 1,396 |
|
| Agriculture |
|
| 105 |
|
|
|
|
|
| 1,008 |
|
|
|
|
| |
Las Playas (1) |
| Idiazabal |
| Córdoba |
| May ‘97 |
|
| 1,497 |
|
| Agriculture |
|
|
|
|
|
|
|
|
| 1,413 |
|
|
|
|
| |
La Gramilla/ Santa Bárbara |
| Merlo |
| San Luis |
| Nov ‘97 |
|
| 7,072 |
|
| Agriculture Under irrigation |
|
|
|
|
|
|
|
|
| 4,975 |
|
|
|
|
| |
La Suiza |
| Villa Angela |
| Chaco |
| Jun ‘98 |
|
| 26,371 |
|
| Agriculture / Cattle |
|
| 18,100 |
|
|
|
|
|
| 794 |
|
|
| 8,140 |
| |
El Tigre |
| Trenel |
| La Pampa |
| Apr ‘03 |
|
| 7,860 |
|
| Agriculture |
|
| 449 |
|
|
|
|
|
| 6,179 |
|
|
| 7,026 |
| |
San Pedro |
| Concepción de Uruguay |
| Entre Rios |
| Sep ‘05 |
|
| 3,584 |
|
| Agriculture |
|
| 1,380 |
|
|
|
|
|
| 1,876 |
|
|
| 788 |
| |
8 De Julio/ Estancia Carmen |
| Puerto Deseado |
| Santa Cruz |
| May ‘07/ Sep ‘08 |
|
| 100,911 |
|
| Sheep |
|
|
|
|
|
| 85,000 |
|
|
|
|
|
|
|
|
|
Cactus Argentina |
| Villa Mercedes |
| San Luis |
| Dec ‘97 |
|
| 171 |
|
| Natural woodlands |
|
| 101 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Finca Mendoza |
| Lujan de Cuyo |
| Mendoza |
| Mar ‘11 |
|
| 674 |
|
| Natural woodlands |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Establecimiento Mendoza |
| Finca Lavalle |
| Mendoza |
| Nov ’03 |
|
| 9 |
|
| Natural woodlands |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Los Sauces |
| Conhello |
| La Pampa |
| Jun ‘23 |
|
| 1,250 |
|
| Agriculture |
|
|
|
|
|
|
|
|
|
| 1,200 |
|
|
|
|
|
Jatoba |
| Jaborandi/BA |
| Brazil |
| Mar ‘07 |
|
| 8,868 |
|
| Agriculture |
|
|
|
|
|
|
|
|
|
| 7,006 |
|
|
|
|
|
Alto Taquari |
| Alto Taquari/MT |
| Brazil |
| Aug ‘07 |
|
| 1,373 |
|
| Agriculture |
|
|
|
|
|
|
|
|
|
| 696 |
|
|
|
|
|
Chaparral |
| Correntina/BA |
| Brazil |
| Nov ‘07 |
|
| 24,841 |
|
| Agriculture |
|
|
|
|
|
|
|
|
|
| 17,336 |
|
|
|
|
|
Nova Buriti |
| Januária/MG |
| Brazil |
| Dec ‘07 |
|
| 24,212 |
|
| Forestry |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
São José |
| São Raimundo das Mangabeiras/MA |
| Brazil |
| Feb ‘17 |
|
| 17,566 |
|
| Agriculture |
|
|
|
|
|
|
|
|
|
| 9,394 |
|
|
|
|
|
Arrojadinho |
| Jaborandi/BA |
| Brazil |
| Jan ‘20 |
|
| 16,644 |
|
| Agriculture |
|
| 2,723 |
|
|
|
|
|
|
| 5,543 |
|
|
| 2,218 |
|
Rio do Meio |
| Correntina/BA |
| Brazil |
| Jan ‘20 |
|
| 5,753 |
|
| Agriculture |
|
|
|
|
|
|
|
|
|
| 3,947 |
|
|
|
|
|
Serra Grande |
| Baixa Grande do Ribeiro/PI |
| Brazil |
| Apr ‘20 |
|
| 4,489 |
|
| Agriculture |
|
|
|
|
|
|
|
|
|
| 2,208 |
|
|
|
|
|
Panamby |
| Querencia/MT |
| Brazil |
| Sep ‘22 |
|
| 10,793 |
|
| Agriculture |
|
|
|
|
|
|
|
|
|
| 5,379 |
|
|
|
|
|
Marangatu/Udra |
| Mariscal Estigarribia |
| Paraguay |
| Feb ‘09 |
|
| 58,722 |
|
| Agriculture / Natural woodlands |
|
| 4,543 |
|
|
|
|
|
|
| 11,923 |
|
|
| 5,579 |
|
Las Londras |
| Santa Cruz |
| Bolivia |
| Nov ‘08 |
|
| 4,555 |
|
| Agriculture |
|
|
|
|
|
|
|
|
|
| 4,102 |
|
|
|
|
|
San Rafael |
| Santa Cruz |
| Bolivia |
| Nov ‘08 |
|
| 3,109 |
|
| Agriculture |
|
|
|
|
|
|
|
|
|
| 2,814 |
|
|
|
|
|
La Primavera |
| Santa Cruz |
| Bolivia |
| Jun ‘11 |
|
| 2,356 |
|
| Agriculture |
|
|
|
|
|
|
|
|
|
| 1,860 |
|
|
|
|
|
Subtotal Owned |
|
|
|
|
|
|
|
| 578,217 |
|
|
|
|
| 60,098 |
|
|
| 85,000 |
|
|
| 117,422 |
|
|
| 64,818 |
|
Agropecuaria Anta S.A. |
| Las Lajitas |
| Salta |
|
|
|
| 132,000 |
|
|
|
|
| 2,696 |
|
|
| — |
|
|
| 22,469 |
|
|
| — |
|
Subtotal Under Concession |
|
|
|
|
|
|
|
| 132,000 |
|
|
|
|
| 2,696 |
|
|
| — |
|
|
| 22,469 |
|
|
| — |
|
Total |
|
|
|
|
|
|
|
| 710,217 |
|
|
|
|
| 62,794 |
|
|
| 85,000 |
|
|
| 139,891 |
|
|
| 64,818 |
|
__________________
| (1) | Hectares in proportion to our 34.86% interest in Agro-Uranga S.A. |
| (2) | Does not include sheep or cattle in sold or rented fields. |
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Additional information about our Farmlands
Argentina
El Recreo
“El Recreo” farm, located 970 kilometers northwest of Buenos Aires, in the Province of Catamarca, was acquired in May 1995. It has semi-arid climate and annual rainfall, which do not excess of 400 mm. This farm is maintained as a productive reserve.
Los Pozos
“Los Pozos” farm located 1,600 kilometers northwest of Buenos Aires, in the Province of Salta, was acquired in May 1995. This property is located in a semi-arid area with average annual rainfall of 500 mm. The area is naturally suited to cattle raising and it has agricultural potential for summer crops such as soybean, sorghum and corn, among others. For the fiscal year ended June 30, 2025, we used 27,769 hectares in agricultural production, 5,175 hectares were leased to third parties, and there were 41,067 heads of cattle in this farm.
On October 5, 2023, we sold a fraction of 4,262 hectares fraction of land reserve with productive potential of “Los Pozos” farm, keeping the ownership of approximately 235,300 hectares of the property.
On September 30, 2024, the Company informed that it had sold a 3,630 hectares fraction of land reserve with productive potential of the “Los Pozos” farm. For more information see “Item 4. Information on the Company - A. History and Development of the Company - Significant acquisitions, dispositions and development of business — Agricultural Business —Sale of fraction of “Los Pozos” farm”.
San Nicolás
“San Nicolás” is a 4,005 hectares farm owned by Agro-Uranga S.A., and is located in the Province of Santa Fe, approximately 45 kilometers from the Port of Rosario. As of June 30, 2025, 5,468 hectares were planted for agricultural production, including double crops, and 146 hectares were used for cattle. The farm has two plants of silos with a storage capacity of 14,950 tons.
Las Playas
“Las Playas” farm has a surface area of 4,294 hectares and is owned by Agro-Uranga S.A. It is located in the Province of Córdoba, and it is used for agricultural purposes. As of June 30, 2025, the farm had a sown surface area, including double crops, of 5,795 hectares for crop production.
La Gramilla and Santa Bárbara
These farms have a surface area of 7,072 hectares and it is located in Valle de Conlara, in the Province of San Luis. Unlike other areas in the Province of San Luis, this valley has a high-quality underground aquifer which makes these farms well suited for agricultural production after investments were made in the development of lands, wells and irrigation equipment. In the course of the 2024/2025 crop season, a total of 6,430 hectares were sown, including double crops. The remaining hectares were allocated to land reserves.
La Suiza
“La Suiza” farm has, at the end of the fiscal year, a surface area of 26,371 hectares and is located in Villa Ángela, Province of Chaco. It is used for agriculture and raising cattle. As of June 30, 2025, “La Suiza” had a stock of approximately 8,140 heads of cattle. During the 2024/2025 season, we used 794 hectares for agricultural production and 18,100 for livestock production.
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El Tigre
“El Tigre” farm was acquired on April 30, 2003, and has a surface area of 7,860 hectares. It is located in Trenel, Province of La Pampa. As of June 30, 2025, 7,633 hectares were assigned to crop production, including double crops.
San Pedro
“San Pedro” farm was purchased on September 1, 2005. It has a surface area of 3,582 hectares and is located in Concepción del Uruguay, Province of Entre Ríos, which is 305 kilometers north of Buenos Aires. In the course of the 2024/2025 crop season, 2,526 hectares were used for agricultural production, including double crops. As of June 30, 2025, there were 788 heads of cattle in this farm.
8 de Julio and Estancia Carmen
“8 de Julio” farm was acquired on May 15, 2007, and has a surface area of 90,000 hectares. It is in the Department of Deseado in the Province of Santa Cruz. Due to its large surface area, this farm offers excellent potential for sheep production. In addition, we believe the land has potential for future tourism and recreational activities, as the southeast border of the farm, a coast stretches over 20 kilometers. “Estancia Carmen” was acquired on September 5, 2008, and has a surface area of 10,911 hectares. It is in the Province of Santa Cruz, next to our “8 de Julio” farm.
Cactus
The property has a surface area of 171 hectares. It is located in Villa Mercedes, Province of San Luis. Given the proximity to the urban areas, it has potential for urban development.
Finca Mendoza
In March 2011, we acquired a farm located in the province of Mendoza, Department of Luján de Cuyo, with a surface area of 674 hectares, which is currently maintained as a productive reserve.
Los Sauces
On June 30, 2023, “Los Sauces” farm was acquired and has a surface area of 1,250 hectares for agriculture located in the department of Conhello, in the province of La Pampa. In the course of the 2024/2025 crop season, 1,498 hectares were used for agricultural production, including double crops.
Establecimiento Mendoza
The farm is located on the north of the city of Mendoza, in the department of Lavalle. It consists of 9 hectares, which are currently not in use and are considered land reserves.
Agropecuaria Anta (concession)
The “Agropecuaria Anta” farm is located in the department of Anta, in the western region of Salta Province. It lies approximately 46 km away from Las Lajitas and 87 km from Joaquín V. Gonzaález. The land is held under a 35-year concession agreement, expiring in 2035, with an option to extend for an additional 29 years peridod.
In connection with the abovementioned concession agreement entered into with the state-owned company “Salta Forestal S.A.”, the Governor of Salta issued Executive Orders No. 815/20, 395/21, 396/21, 397/21, 398/21, 129/23, 130/23, 131/23, 132/23, 133/23, 134/23, and 135/23. These Exectuve Orders rejected the appeals filed by Cresud against the fee assessments corresponding to the agricultural campaigns of 2013/2014 through 2020/2021. In response, Cresud filed a number of lawsuits to challenge those executive orders. Meanwhile the Province of Salta filed certain enforcement proceedings and seizure actions to recover the disputed amounts.
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However, on December 6, 2024, Cresud and Salta Forestal S.A. executed a settlement agreement, effective as of January 2025, under which all pending executive and administrative legal proceedings between the parties were terminated. Under the terms of the agreement, Cresud committed to pay the claimed fees, and Salta Forestal agreed to return the excess amounts previously seized, and the parties established guidelines for the calculation and payment of future fees. This agreement resolved all existing disputes between the parties as of the date of execution.
Brazil (through our subsidiary BrasilAgro)
Jatobá
Jatobá is a farm in the northeastern region of Brazil, with a total surface area of 8,868 hectares. Jatobá was acquired in March 2007. We consider that this farm is in a very advantageous location for the movement of crops, as it is close to the Candeias Port, in the State of Bahia. During the 2024/2025 season, 6,729 hectares were used for agriculture.
Alto Taquarí
Alto Taquarí is located in the municipal district of Alto Taquarí, State of Mato Grosso, with a total surface area of 1,373 hectares. The farm was acquired in August 2007. Before we purchased it, the farm had been used for agriculture and cattle raising. Following its transformation, it is being used for sugarcane production.
Chaparral
Chaparral is a 24,885-hectare farm, with 14,815 hectares dedicated to agriculture production. It is located in the municipal district of Correntina, State of Bahia. The farm was acquired in November 2007.
Nova Buriti
Located in the municipal district of Januária, State of Minas Gerais, Nova Buriti has a surface area of 24,212 hectares. Nova Buriti was acquired in December 2007.
São José
Located in São Raimundo das Mangabeiras, in the state of Maranhão. With a total area of 17,566 hectares, of which 11,904 hectares devoted to agricultural activities. It was acquired in February 2017.
Arrojadinho
Located in Jaborandi, in the state of Bahia. With a total area of 16,642 hectares, of which 5,424 hectares of arable area and 2,723 for livestock activities. It was acquired in January 2020.
Rio do Meio
Located in Correntina, in the state of Bahia. With a total area of 5,753 hectares, of which 3,947 hectares are used for agricultural activities. It was acquired in January 2020.
Serra Grande
Located in Baixa Grande do Ribeiro, in the state of Piauí. With a total area of 4,489 hectares, of which 2,208 hectares are agricultural hectares. It was acquired in May 2020.
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Panamby
Located in the municipality of Querência, in the State of Mato Grosso. The Panamby farm has an area of 10,844 hectares, 5,427 hectares of which are agricultural activities. It was acquired in September 2022.
Paraguay (through BrasilAgro)
Marangatú / Udra
We own, through BrasilAgro, the “Marangatú/UDRA” farm, located in Mariscal José Félix Estigarribia, Department of Boquerón, Paraguayan Chaco, Republic of Paraguay, with a total area of 58,722 hectares, 11,923 hectares of which are agricultural hectares and 4,543 for livestock activities.
Bolivia (through BrasilAgro)
In February 2021, the company sold 100% of the shares of its indirectly controlled subsidiaries, Agropecuaria Acres del Sud S.A. (“Acres del Sud”), Ombu Agropecuaria S.A, Yatay Agropecuaria S.A., and Yuchan Agropecuaria S.A. owners of approximately 9,900 agricultural hectares in the core zone from Bolivia to BrasilAgro for the approximate sum of USD 30 million.
Las Londras
On January 22, 2009, the bill of purchase for the “Las Londras” farm was cast into public deed; it has a surface area of 4,555 hectares and is located in the Province of Guarayos, Republic of Bolivia.
Acres del Sud is the plaintiff in a lawsuit in the 2nd Room of the Agro-Environmental Court of Santa Cruz that seeks the invalidation of the Sanitation Final Resolution – RASS No. 0504/2021 of November 25, 2021, by which Instituto Nacional de Reforma Agrária e Servicio Nacional de Areas Protegidas - INRA (i) determined that the Acres del Sud fraction (previously known as Las Londras I, Las Londras II, and Las Londras III), is superimposed on the Guarayos Forest Reserve, declaring the illegality of the possession of Acres del Sud regarding the property called Acres del Sud in an area of 4,435.1 hectares; and (ii) declared it as non-available fiscal land, leaving only 50 hectares remaining out of a total of 4,485.1 hectares. On September 13, 2023, the 2nd Room of the Agro-Environmental Court of Santa Cruz dismissed the lawsuit as unfounded, maintaining the Sanitation Final Resolution – RASS No. 0504/2021 of November 25, 2021. On January 15, 2024, Acres del Sud filed a constitutional injunction to challenge a ruling issued by the Agro-Environmental Court, and on January 25, 2024, the Fourth Constitutional Chamber issued Judgment No. 04/24, annulling the decision issued on September 13, 2023, by the Agro-Environmental Court. The ruling determined that the Agro-Environmental Court must issue a new decision considering the arguments presented by the Constitutional Court. Based on the assessment of its external legal advisors in Bolivia, Acres del Sud believes it is likely that the Agro-Environmental Court will issue a favorable new ruling, which is why Acres del Sud has not made a provision regarding this matter. If a successful and a favorable new ruling is not issued, Acres del Sud will suffer an adverse impact of approximately USD 13.0 million.
On October 16, 2025, the 2nd Room of the Agro-Environmental Court declared the nullity of the Sanitation Final Resolution – RASS No. 0504/2021 of November 25, 2021, up to the Conclusions Report, ordering the Ministry of Environment and Water and the Ministry of Rural Development and Lands to carry out a new re-delimitation of the Guarayos Forest Reserve.
San Rafael
On November 19, 2008, the bill of purchase for the “San Rafael” farm was cast into public deed. This farm is located in the Province of Guarayos, Republic of Bolivia, and has a surface area of 3,109 hectares, which were used for agricultural production during the 2024/2025 crop season.
La Primavera
On June 7, 2011, we acquired the “La Primavera” farm, located in the Province of Guarayos, Republic of Bolivia, with a surface area of approximately 2,356 hectares. During the 2024/2025 season, this farm was used for agricultural production.
Land Management
In contrast to traditional Argentine farms, run by families, we centralize policy making in an Executive Committee that meets on a weekly basis in Buenos Aires. Individual farm management is delegated to farm managers who are responsible for farm operations. The Executive Committee lays down commercial and production rules based on sales, market expectations and risk allocation.
We rotate the use of our pasture lands between agricultural production and cattle feeding and the frequency depends on the location and characteristics of the farmland. The use of preservation techniques (including exploitation by no till sowing) frequently allows us to improve farm performance.
Subsequent to the acquisition of the properties, we make investments in technology in order to improve productivity and increase the value of the property. It may be the case that upon acquisition, a given extension of the property is under-utilized or the infrastructure may be in need of improvement. We have invested in traditional fencing and in electrical fencing, watering troughs for cattle herds, irrigation equipment and machinery, among other things.
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Principal Markets
Crops
Our crop production is mostly sold in the domestic market. The prices of our crops are based on the market prices quoted in Argentine grains exchanges such as the Buenos Aires Grains Exchange (Bolsa de Cereales de Buenos Aires) and the cereal exchanges in each country, which take as reference the prices in international grains markets. The largest part of this production is sold to exporters who offer and ship this production to the international market. Prices are quoted in relation to the month of delivery and the port in which the product is to be delivered. Different conditions in price, such as terms of storage and shipment, are negotiated between the end buyer and ourselves.
Cattle
Our cattle production is sold in the local market. The main buyers are slaughterhouses and supermarkets. Prices in the cattle market in Argentina are basically fixed by local supply and demand. There is the Mercado Agroganadero (located on the outskirts of Buenos Aires Province), which serves as a benchmark a standard in price formation across the rest of the domestic market. In this market live animals are sold by auction on a daily basis.
Prices at the Mercado Agroganadero are negotiated by kilogram of live weight and are mainly determined by local supply and demand. Prices tend to be lower than in industrialized countries. Some supermarkets and meat packers establish their prices by kilogram of processed meat; in these cases, the final price is influenced by processing yields.
Customers
For the fiscal year 2025, our sales from the agribusiness segment (excluding sales of farms) were made to approximately 30 customers. Sales to our ten largest customers represented approximately 55% to 60% of our net sales. Some of these customers included Cargill, FASA, Bunge Alimentos S.A., ACA, GLENCORE, Quilmes, COFCO, Grobocopatel, Molinos Río de la Plata, Boomalt and Viterra. We have signed non-binding letters of intent with some of our largest customers that allow us to estimate the volume of the demand for certain products and to plan production accordingly. We generally enter into short-term agreements with a term of less than a year.
Marketing Channels and Sales Methods
Crops
We normally work with grains brokers and other intermediaries to trade in the exchanges. We sell part of our production in advance through futures contracts and buy and sell options to hedge against a drop in prices. Approximately 91% of the futures and options contracts are closed through the Buenos Aires Grains Exchange and 9% in the Chicago Board of Trade for hedging purposes.
Cattle
We have several marketing channels. We sell directly to local meat processors and supermarkets, as well as in markets and auctions. Our customers include Frigorífico Swift, La Anonima S.A., Colombo y Magliano S.A., Frimsa S.A and and Frigorífico General Pico S.A. at prices based on the cattle market for export and local categories.
We are usually responsible for the costs of the freight to the market and, in general, we pay commissions on our transactions.
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Inputs
The current direct cost of our production of crops varies in relation to each crop and normally includes the following costs: tillage, seeds, agrochemicals and fertilizers. We buy in bulk and store seeds, agrochemicals and fertilizers to benefit from discounts offered during off-season sales.
Competition
The agricultural and livestock sector is highly competitive, with a huge number of producers. We are one of the leading producers in Argentina and the region. However, if we compare the percentage of our production to the country’s total figures, our production would appear as extremely low, since the agricultural market is highly atomized. Our leading position improves our bargaining power with suppliers and customers. In general, we obtain discounts in the region in the acquisition of raw materials and an excess price in our sales.
Historically, there have been few companies competing for the acquisition and leases of farmlands for the purpose of benefiting from land appreciation and optimization of yields in the different commercial activities. However, we anticipate the possibility that new companies, some of them international, may become active players in the acquisition of farmlands and the leases of sown land, which would add players to the market in coming years.
Seasonality
As is the case with any company in the agro-industrial sector, our business activities are inherently seasonal. Harvest and sales of crops (corn, soybean and sunflower) in general take place from February to June. Wheat is harvested from December to January. With respect to our international market, in Bolivia climate conditions allow a double season of soybean, corn and sorghum production and, accordingly, these crops are harvested in April and October, while wheat and sunflower are harvested during August and September, respectively. Other segments of our activities, such as our sales of cattle and our forestry activities tend to be more of a successive character than of a seasonal character. However, the production of beef is generally higher during the second quarter, when pasture conditions are more favorable. In consequence, there may be significant variations in results from one quarter to the other.
Urban Properties and Investments Business (through our subsidiary IRSA)
As of June 30, 2025, our investment in IRSA’s common shares amounts to 54.06%.
The following information corresponds to data of the segments extracted from our subsidiary IRSA’s Annual Report and Financial Statements as of June 30, 2025.
Overview
Shopping Malls
As of June 30, 2025, IRSA owned a majority interest in, and operated a portfolio of, 16 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), three of which are located in the greater Buenos Aires area (Alto Avellaneda, Soleil Premium Outlet and Terrazas de Mayo), 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, 2025, IRSA portfolio’s leasable area totaled 371,242 sqm of GLA (excluding certain spaces occupied by hypermarkets, which are not our tenants). Real tenants’ sales of our shopping centers reached ARS 3,062,900 million in the fiscal year 2025, 2.8% lower than 2024, and ARS 3,151,757 million in the fiscal year 2024. 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.
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As a subsequent event, on September 17, 2025, we informed that IRSA acquired “Al Oeste” shopping mall through the signing of the deed and the transfer of operations. This property is located at the intersection of Luis Güemes and Presidente Perón Avenues, in the town of Haedo, Morón district, west of Greater Buenos Aires. The shopping mall is currently underutilized in terms of occupancy and commercial activity, and within the framework of the IRSA’s development plan to create opportunities in different districts of the Province of Buenos Aires, and it is planned to be converted into an outlet center to be relaunched during next year. “Al Oeste Shopping” has approximately 20,000 GLA sqm, including 40 stores, 6 food court units, 5 padel courts, 14 cinema theaters, and 1,075 parking spaces. In addition, it has an expansion potential of 12,000 GLA sqm.
With this acquisition, as of the date of this Annual Report, IRSA’s shopping mall portfolio includes 17 assets, 16 of which are operated by IRSA, totaling approximately 390,000 GLA sqm. See “Item 4. Information on the Company — A. History and Development of the Company — Recent Developments—IRSA’s Recent Developments— Acquisition of “Al Oeste Shopping.”
The following table shows certain information about IRSA’s shopping malls as of June 30, 2025:
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 |
|
|
| 20,715 |
|
|
| 139 |
|
|
| 98.9 |
|
|
| 100 |
|
|
| 38,730 |
| |||
Abasto Shopping (4) |
|
| Nov‑99 |
|
| City of Buenos Aires |
|
|
| 37,253 |
|
|
| 153 |
|
|
| 98.9 |
|
|
| 100 |
|
|
| 37,854 |
| |||
Alto Avellaneda |
|
| Dec‑97 |
|
| Buenos Aires Province |
|
|
| 39,849 |
|
|
| 121 |
|
|
| 93.0 |
|
|
| 100 |
|
|
| 28,201 |
| |||
Alcorta Shopping |
|
| Jun‑97 |
|
| City of Buenos Aires |
|
|
| 15,845 |
|
|
| 106 |
|
|
| 98.4 |
|
|
| 100 |
|
|
| 23,514 |
| |||
Patio Bullrich |
|
| Oct‑98 |
|
| City of Buenos Aires |
|
|
| 11,472 |
|
|
| 89 |
|
|
| 91.0 |
|
|
| 100 |
|
|
| 11,763 |
| |||
Dot Baires Shopping |
|
| May‑09 |
|
| City of Buenos Aires |
|
|
| 48,373 |
|
|
| 159 |
|
|
| 99.3 |
|
|
| 80 |
|
|
| 26,648 |
| |||
Soleil Premium Outlet |
|
| Jul‑10 |
|
| Buenos Aires Province |
|
|
| 15,673 |
|
|
| 72 |
|
|
| 100.0 |
|
|
| 100 |
|
|
| 13,647 |
| |||
Distrito Arcos |
|
| Dec‑14 |
|
| City of Buenos Aires |
|
|
| 14,502 |
|
|
| 62 |
|
|
| 100.0 |
|
|
| 90.0 |
|
|
| 18,310 |
| |||
Terrazas de Mayo |
|
| Dec-24 |
|
| Buenos Aires Province |
|
|
| 33,703 |
|
|
| 85 |
|
|
| 88.6 |
|
|
| 100 |
|
|
| 2,783 |
| |||
Alto Noa Shopping |
|
| Mar‑95 |
|
| Salta |
|
|
| 19,428 |
|
|
| 83 |
|
|
| 96.4 |
|
|
| 100 |
|
|
| 8,080 |
| |||
Alto Rosario Shopping |
|
| Nov‑04 |
|
| Santa Fe |
|
|
| 35,039 |
|
|
| 128 |
|
|
| 100.0 |
|
|
| 100 |
|
|
| 26,433 |
| |||
Mendoza Plaza Shopping |
|
| Dec‑94 |
|
| Mendoza |
|
|
| 41,511 |
|
|
| 117 |
|
|
| 97.8 |
|
|
| 100 |
|
|
| 12,240 |
| |||
Córdoba Shopping |
|
| Dec‑06 |
|
| Córdoba |
|
|
| 15,604 |
|
|
| 98 |
|
|
| 99.3 |
|
|
| 100 |
|
|
| 9,113 |
| |||
La Ribera Shopping |
|
| Aug‑11 |
|
| Santa Fe |
|
|
| 10,572 |
|
|
| 67 |
|
|
| 92.0 |
|
|
| 50 |
|
|
| 2,460 |
| |||
Alto Comahue |
|
| Mar‑15 |
|
| Neuquén |
|
|
| 11,703 |
|
|
| 82 |
|
|
| 99.1 |
|
|
| 99.95 |
|
|
| 9,079 |
| |||
Patio Olmos (5) |
|
| Sep‑07 |
|
| Córdoba |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
|
|
|
|
| — |
| |||
Total |
|
|
|
|
|
|
|
|
|
|
| 371,242 |
|
|
| 1.561 |
|
|
| 97.7 | (6) |
|
|
|
|
|
| 268,855 |
| |
__________________
(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) | IRSA’s effective ownership 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. IRSA owns the historic building where the Patio Olmos shopping mall is located in the province of Cordoba. The property is managed by a third party. |
(6) | Excluding Terrazas de Mayo. |
| 84 |
| Table of Contents |
Tenant retail sales
During the fiscal year 2025, the sales of IRSA’s shopping malls tenants reached ARS 3,062,900 million, decreasing by 2.8% compared to the previous fiscal year.
Tenants’ sales of shopping malls located in the City of Buenos Aires and Greater Buenos Aires decreased a 4.3% compared to previous fiscal year, from ARS 2,237,794 million to ARS 2,142,254 million during the fiscal year 2025, while those in the interior of the country increased by 0.7% compared to previous fiscal year, from ARS 913,963 million to ARS 920,646 million during the fiscal year 2025.
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) |
| |||||||||||||||||
|
| 2025 |
|
| 2024 |
|
| 2023 |
|
| 2022 |
|
| 2021 |
| |||||
|
| (in millions of ARS) |
| |||||||||||||||||
Alto Palermo |
|
| 354,725 |
|
|
| 409,246 |
|
|
| 432,597 |
|
|
| 356,542 |
|
|
| 132,501 |
|
Abasto Shopping |
|
| 399,402 |
|
|
| 427,034 |
|
|
| 471,889 |
|
|
| 364,252 |
|
|
| 117,099 |
|
Alto Avellaneda |
|
| 343,522 |
|
|
| 325,486 |
|
|
| 323,055 |
|
|
| 255,450 |
|
|
| 96,446 |
|
Alcorta Shopping |
|
| 207,171 |
|
|
| 237,152 |
|
|
| 254,672 |
|
|
| 243,710 |
|
|
| 101,472 |
|
Patio Bullrich |
|
| 107,006 |
|
|
| 131,228 |
|
|
| 141,045 |
|
|
| 129,068 |
|
|
| 65,590 |
|
Dot Baires Shopping |
|
| 276,459 |
|
|
| 266,262 |
|
|
| 265,300 |
|
|
| 226,122 |
|
|
| 89,549 |
|
Soleil Premium Outlet |
|
| 193,646 |
|
|
| 196,182 |
|
|
| 175,632 |
|
|
| 161,575 |
|
|
| 77,231 |
|
Distrito Arcos |
|
| 209,493 |
|
|
| 245,204 |
|
|
| 246,426 |
|
|
| 209,681 |
|
|
| 113,671 |
|
Terrazas de Mayo |
|
| 50,830 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
Alto Noa Shopping |
|
| 113,330 |
|
|
| 125,855 |
|
|
| 135,030 |
|
|
| 128,811 |
|
|
| 95,644 |
|
Alto Rosario Shopping |
|
| 338,666 |
|
|
| 330,115 |
|
|
| 373,557 |
|
|
| 337,113 |
|
|
| 202,512 |
|
Mendoza Plaza Shopping |
|
| 193,527 |
|
|
| 192,827 |
|
|
| 202,127 |
|
|
| 191,229 |
|
|
| 164,907 |
|
Córdoba Shopping Villa Cabrera |
|
| 101,243 |
|
|
| 105,782 |
|
|
| 117,459 |
|
|
| 107,425 |
|
|
| 67,111 |
|
La Ribera Shopping (2) |
|
| 51,428 |
|
|
| 51,290 |
|
|
| 59,246 |
|
|
| 51,254 |
|
|
| 24,952 |
|
Alto Comahue |
|
| 122,452 |
|
|
| 108,094 |
|
|
| 100,730 |
|
|
| 81,193 |
|
|
| 36,879 |
|
Total |
|
| 3,062,900 |
|
|
| 3,151,757 |
|
|
| 3,298,765 |
|
|
| 2,843,425 |
|
|
| 1,385,564 |
|
__________________
(1) | Retail sales based upon information provided to IRSA by retailers and prior owners. The amounts shown reflect 100% of the retail sales of each shopping mall, although in certain cases IRSA owns 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 IRSA is a joint venture partner with a 50% ownership stake. |
| 85 |
| 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) |
| |||||||||||||||||
|
| 2025 |
|
| 2024 |
|
| 2023 |
|
| 2022 |
|
| 2021 |
| |||||
|
| (in millions of ARS) |
| |||||||||||||||||
Clothes and footwear |
|
| 1,676,386 |
|
|
| 1,825,399 |
|
|
| 1,928,404 |
|
|
| 1,700,925 |
|
|
| 770,864 |
|
Entertainment |
|
| 89,913 |
|
|
| 83,808 |
|
|
| 94,307 |
|
|
| 67,880 |
|
|
| 10,482 |
|
Home and decoration |
|
| 80,016 |
|
|
| 76,655 |
|
|
| 81,119 |
|
|
| 76,937 |
|
|
| 39,799 |
|
Home Appliances |
|
| 371,064 |
|
|
| 364,942 |
|
|
| 365,464 |
|
|
| 268,891 |
|
|
| 105,739 |
|
Restaurants |
|
| 414,795 |
|
|
| 406,805 |
|
|
| 382,356 |
|
|
| 427,579 |
|
|
| 219,408 |
|
Miscellaneous |
|
| 76,741 |
|
|
| 71,769 |
|
|
| 57,412 |
|
|
| 45,810 |
|
|
| 19,353 |
|
Services |
|
| 342,241 |
|
|
| 321,269 |
|
|
| 389,703 |
|
|
| 255,403 |
|
|
| 160,845 |
|
Department Store (2) |
|
| 11,744 |
|
|
| 1,110 |
|
|
| — |
|
|
| — |
|
|
| 59,074 |
|
Total |
|
| 3,062,900 |
|
|
| 3,151,757 |
|
|
| 3,298,765 |
|
|
| 2,843,425 |
|
|
| 1,385,564 |
|
__________________
(1) | Sales based on information provided by tenants. The figures reflect 100% of the retail sales of each shopping mall, although in certain cases IRSA owns a percentage of less than 100% of said shopping centers. Includes sales from stands and excludes spaces used for special exhibitions. |
(2) | Currently 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, |
| |||||||||||||||||
|
| 2025 |
|
| 2024 |
|
| 2023 |
|
| 2022 |
|
| 2021 |
| |||||
|
| (%) |
| |||||||||||||||||
Alto Palermo |
|
| 98.9 |
|
|
| 99.4 |
|
|
| 100.0 |
|
|
| 98.0 |
|
|
| 98 |
|
Abasto Shopping |
|
| 98.9 |
|
|
| 99.5 |
|
|
| 99.5 |
|
|
| 98.9 |
|
|
| 100 |
|
Alto Avellaneda |
|
| 93.0 |
|
|
| 93.7 |
|
|
| 92.5 |
|
|
| 81.4 |
|
|
| 65 |
|
Alcorta Shopping |
|
| 98.4 |
|
|
| 99.9 |
|
|
| 96.1 |
|
|
| 99.7 |
|
|
| 91 |
|
Patio Bullrich |
|
| 91.0 |
|
|
| 91.2 |
|
|
| 92.7 |
|
|
| 92.4 |
|
|
| 88 |
|
Dot Baires Shopping |
|
| 99.3 |
|
|
| 99.3 |
|
|
| 98.6 |
|
|
| 83.5 |
|
|
| 81 |
|
Soleil Premium Outlet |
|
| 100.0 |
|
|
| 100.0 |
|
|
| 100.0 |
|
|
| 100.0 |
|
|
| 90 |
|
Distrito Arcos |
|
| 100.0 |
|
|
| 100.0 |
|
|
| 100.0 |
|
|
| 100.0 |
|
|
| 100 |
|
Terrazas de Mayo |
|
| 88.6 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
Alto Noa Shopping |
|
| 96.4 |
|
|
| 99.4 |
|
|
| 100.0 |
|
|
| 96.7 |
|
|
| 98 |
|
Alto Rosario Shopping |
|
| 100.0 |
|
|
| 93.7 |
|
|
| 93.8 |
|
|
| 96.3 |
|
|
| 95 |
|
Mendoza Plaza Shopping |
|
| 97.8 |
|
|
| 98.6 |
|
|
| 99.1 |
|
|
| 91.1 |
|
|
| 97 |
|
Córdoba Shopping Villa Cabrera |
|
| 99.3 |
|
|
| 99.5 |
|
|
| 97.7 |
|
|
| 100.0 |
|
|
| 91 |
|
La Ribera Shopping |
|
| 92.0 |
|
|
| 91.7 |
|
|
| 96.8 |
|
|
| 97.1 |
|
|
| 96 |
|
Alto Comahue |
|
| 99.1 |
|
|
| 99.4 |
|
|
| 96.7 |
|
|
| 97.4 |
|
|
| 92 |
|
Total |
|
| 97.7 | (1) |
|
| 97.6 |
|
|
| 97.4 |
|
|
| 93.1 |
|
|
| 89.9 |
|
__________________
(1) | Excluding Terrazas de Mayo |
| 86 |
| Table of Contents |
Rental price
The following table shows the annual average rental price per square meter of IRSA’s shopping malls for the fiscal years indicated:
For the fiscal years ended June 30, (1) |
| |||||||||||||||||||
|
| 2025 |
|
| 2024 |
|
| 2023 |
|
| 2022 |
|
| 2021 |
| |||||
(in ARS) |
| |||||||||||||||||||
Alto Palermo |
|
| 1,316,422 |
|
|
| 1,367,639 |
|
|
| 1,424,708 |
|
|
| 1,136,992 |
|
|
| 484,504 |
|
Abasto Shopping |
|
| 737,605 |
|
|
| 737,952 |
|
|
| 770,568 |
|
|
| 564,617 |
|
|
| 189,656 |
|
Alto Avellaneda |
|
| 581,345 |
|
|
| 518,586 |
|
|
| 530,761 |
|
|
| 368,740 |
|
|
| 132,081 |
|
Alcorta Shopping |
|
| 1,023,667 |
|
|
| 1,036,662 |
|
|
| 1,081,811 |
|
|
| 968,942 |
|
|
| 426,257 |
|
Patio Bullrich |
|
| 697,847 |
|
|
| 773,999 |
|
|
| 807,697 |
|
|
| 556,231 |
|
|
| 235,932 |
|
Dot Baires Shopping |
|
| 375,561 |
|
|
| 334,193 |
|
|
| 346,363 |
|
|
| 272,223 |
|
|
| 85,002 |
|
Soleil Premium Outlet |
|
| 722,424 |
|
|
| 691,097 |
|
|
| 606,776 |
|
|
| 520,939 |
|
|
| 238,424 |
|
Distrito Arcos |
|
| 942,908 |
|
|
| 1,011,920 |
|
|
| 1,014,587 |
|
|
| 810,261 |
|
|
| 468,467 |
|
Terrazas de Mayo |
|
| 74,245 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
Alto Noa Shopping |
|
| 336,250 |
|
|
| 336,799 |
|
|
| 336,764 |
|
|
| 298,355 |
|
|
| 194,851 |
|
Alto Rosario Shopping |
|
| 628,738 |
|
|
| 581,031 |
|
|
| 648,623 |
|
|
| 589,304 |
|
|
| 322,773 |
|
Mendoza Plaza Shopping |
|
| 249,765 |
|
|
| 223,886 |
|
|
| 234,591 |
|
|
| 195,789 |
|
|
| 137,697 |
|
Córdoba Shopping Villa Cabrera |
|
| 472,892 |
|
|
| 451,338 |
|
|
| 476,927 |
|
|
| 402,553 |
|
|
| 235,430 |
|
La Ribera Shopping |
|
| 183,977 |
|
|
| 171,927 |
|
|
| 179,540 |
|
|
| 130,429 |
|
|
| 39,988 |
|
Alto Comahue |
|
| 650,688 |
|
|
| 552,748 |
|
|
| 490,554 |
|
|
| 362,778 |
|
|
| 93,621 |
|
__________________
(1) | Corresponds to consolidated annual accumulated rental prices divided by gross leasable square meters. Does not include revenue from Patio Olmos. |
Revenues from the Shopping Malls segment
When analyzing the composition of the income of the shopping malls segment between 2025 and 2024, we can observe a recovery in rental income, which represented approximately 56% of the segment’s income, while percentage rent, which depends on the sales of our tenants, represented approximately 20% 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 years ended June 30, |
| |||||||||||||||||
|
| 2025 |
|
| 2024 |
|
| 2023 |
|
| 2022 |
|
| 2021 |
| |||||
|
| (in millions of ARS) |
| |||||||||||||||||
Base rent |
|
| 150,216 |
|
|
| 107,689 |
|
|
| 98,811 |
|
|
| 65,919 |
|
|
| 45,070 |
|
Percentage rent |
|
| 52,998 |
|
|
| 86,850 |
|
|
| 101,091 |
|
|
| 93,523 |
|
|
| 26,423 |
|
Total rent |
|
| 203,214 |
|
|
| 194,539 |
|
|
| 199,902 |
|
|
| 159,442 |
|
|
| 71,493 |
|
Non-traditional advertising |
|
| 11,277 |
|
|
| 8,438 |
|
|
| 5,372 |
|
|
| 4,445 |
|
|
| 2,010 |
|
Revenue from admission rights |
|
| 26,946 |
|
|
| 24,182 |
|
|
| 20,740 |
|
|
| 15,669 |
|
|
| 14,426 |
|
Fees |
|
| 2,487 |
|
|
| 2,224 |
|
|
| 2,155 |
|
|
| 2,337 |
|
|
| 2,465 |
|
Parking |
|
| 14,830 |
|
|
| 11,665 |
|
|
| 10,847 |
|
|
| 6,433 |
|
|
| 683 |
|
Commissions |
|
| 9,869 |
|
|
| 7,855 |
|
|
| 5,941 |
|
|
| 4,590 |
|
|
| 3,294 |
|
Other |
|
| 232 |
|
|
| 275 |
|
|
| 427 |
|
|
| 471 |
|
|
| 3,282 |
|
Subtotal |
|
| 268,855 |
|
|
| 249,178 |
|
|
| 245,384 |
|
|
| 193,387 |
|
|
| 97,653 |
|
Other revenues (1) |
|
| 1,676 |
|
|
| 1,290 |
|
|
| 339 |
|
|
| 181 |
|
|
| 166 |
|
Adjustments and eliminations |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (368 | ) |
Total |
|
| 270,531 |
|
|
| 250,468 |
|
|
| 245,723 |
|
|
| 193,568 |
|
|
| 97,451 |
|
__________________
(1) | As of June 30, 2025, includes ARS 243.2 million attributable to Patio Olmos ARS 411.7 million attributable to production sponsorship income (BAF), and ARS 1,022.6 million from Re! Outlet stands revenue. |
| 87 |
| Table of Contents |
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) |
| |||||||||||||||||
|
| 2025 |
|
| 2024 |
|
| 2023 |
|
| 2022 |
|
| 2021 |
| |||||
|
| (in millions of ARS) |
| |||||||||||||||||
Alto Palermo |
|
| 38,730 |
|
|
| 38,299 |
|
|
| 38,745 |
|
|
| 30,877 |
|
|
| 14,452 |
|
Abasto Shopping |
|
| 37,854 |
|
|
| 36,320 |
|
|
| 35,990 |
|
|
| 25,517 |
|
|
| 10,376 |
|
Alto Avellaneda |
|
| 28,201 |
|
|
| 24,721 |
|
|
| 24,102 |
|
|
| 17,388 |
|
|
| 8,453 |
|
Alcorta Shopping |
|
| 23,514 |
|
|
| 23,025 |
|
|
| 22,274 |
|
|
| 18,949 |
|
|
| 8,832 |
|
Patio Bullrich |
|
| 11,763 |
|
|
| 12,005 |
|
|
| 12,276 |
|
|
| 8,579 |
|
|
| 3,874 |
|
Dot Baires Shopping |
|
| 26,648 |
|
|
| 22,360 |
|
|
| 21,093 |
|
|
| 16,135 |
|
|
| 8,163 |
|
Soleil Premium Outlet |
|
| 13,647 |
|
|
| 12,650 |
|
|
| 11,158 |
|
|
| 9,525 |
|
|
| 4,542 |
|
Distrito Arcos |
|
| 18,310 |
|
|
| 18,699 |
|
|
| 18,125 |
|
|
| 14,529 |
|
|
| 7,604 |
|
Alto Noa Shopping |
|
| 8,080 |
|
|
| 7,527 |
|
|
| 7,320 |
|
|
| 6,444 |
|
|
| 4,413 |
|
Alto Rosario Shopping |
|
| 26,433 |
|
|
| 24,443 |
|
|
| 26,215 |
|
|
| 22,879 |
|
|
| 13,457 |
|
Mendoza Plaza Shopping |
|
| 12,240 |
|
|
| 11,024 |
|
|
| 11,007 |
|
|
| 9,449 |
|
|
| 7,055 |
|
Córdoba Shopping Villa Cabrera |
|
| 9,113 |
|
|
| 8,443 |
|
|
| 8,428 |
|
|
| 6,858 |
|
|
| 4,309 |
|
La Ribera Shopping (2) |
|
| 2,460 |
|
|
| 2,263 |
|
|
| 2,228 |
|
|
| 1,555 |
|
|
| 580 |
|
Alto Comahue |
|
| 9,079 |
|
|
| 7,399 |
|
|
| 6,423 |
|
|
| 4,703 |
|
|
| 1,543 |
|
Terrazas de Mayo |
|
| 2,783 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
Subtotal |
|
| 268,855 |
|
|
| 249,178 |
|
|
| 245,384 |
|
|
| 193,387 |
|
|
| 97,653 |
|
Other revenues (3) |
|
| 1,677 |
|
|
| 1,290 |
|
|
| 339 |
|
|
| 181 |
|
|
| 166 |
|
Reconciliation adjustments |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (368 | ) |
Total |
|
| 270,532 |
|
|
| 250,468 |
|
|
| 245,723 |
|
|
| 193,568 |
|
|
| 97,451 |
|
__________________
(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 IRSA’s joint venture Nuevo Puerto Santa Fe S.A. |
(3) | As of June 30, 2025, includes ARS 243.2 million attributable to Patio Olmos, ARS 411.7 million attributable to production sponsorship income (BAF), and ARS 1,022.6 million from Re! Outlet stands revenue. |
Lease expirations
The following table sets forth the schedule of estimated lease expirations for IRSA’s shopping malls for leases in effect as of June 30, 2025, assuming that none of our tenants exercises its option to renew or terminate its lease prior to expiration:
|
| As of June 30, 2025 |
| |||||||||||||||||
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 |
|
| 54 |
|
|
| 12,719 |
|
|
| — |
|
|
| — |
|
|
| — |
|
Expired in-force |
|
| 30 |
|
|
| 11,697 |
|
|
| 3.0 |
|
|
| 1,610 |
|
|
| 1.1 |
|
2026 |
|
| 450 |
|
|
| 80,906 |
|
|
| 20.8 |
|
|
| 44,676 |
|
|
| 30.2 |
|
2027 |
|
| 500 |
|
|
| 77,529 |
|
|
| 19.9 |
|
|
| 35,710 |
|
|
| 24.1 |
|
2028 |
|
| 351 |
|
|
| 72,362 |
|
|
| 18.6 |
|
|
| 41,174 |
|
|
| 27.9 |
|
2029 and subsequent years |
|
| 181 |
|
|
| 148,174 |
|
|
| 37.7 |
|
|
| 24,752 |
|
|
| 16.7 |
|
Total (3) |
|
| 1,512 |
|
|
| 390,668 |
|
|
| 100.0 |
|
|
| 147,922 |
|
|
| 100.0 |
|
__________________
(1) | Includes vacant stores as of June 30, 2025. A lease may be associated with one or more stores. |
(2) | The amount expresses the annual base rent as of June 30, 2025, of agreements due to expire. |
(3) | Does not include unoccupied stores. |
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New leases and renewals
The following table shows certain information about IRSA’s leases agreement as of June 30, 2025:
|
| Number of |
|
|
|
|
| Annual |
|
|
| Average annual base rent per sqm |
|
| Number of |
|
| Annual base rent amount per sqm |
| |||||||||
Type of business |
| agreements renewed |
|
| Annual base rent |
|
| admission rights |
|
|
| New and renewed |
|
|
| Former agreements |
|
| non‑renewed agreements (1) |
|
| Non‑renewed agreements (1) |
| |||||
|
|
|
| (in millions of ARS) |
|
| (ARS/sqm) |
|
|
|
| (ARS/sqm) |
| |||||||||||||||
Clothing and footwear |
|
| 321 |
|
|
| 30,949 |
|
|
| 6,297 |
|
|
| 770,002 |
|
|
| 458,002 |
|
|
| 518 |
|
|
| 550,354 |
|
Miscellaneous (2) |
|
| 75 |
|
|
| 6,662 |
|
|
| 1,505 |
|
|
| 814,633 |
|
|
| 464,646 |
|
|
| 164 |
|
|
| 478,511 |
|
Restaurant |
|
| 57 |
|
|
| 4,512 |
|
|
| 818 |
|
|
| 611,865 |
|
|
| 385,582 |
|
|
| 179 |
|
|
| 585,929 |
|
Services |
|
| 18 |
|
|
| 814 |
|
|
| 99 |
|
|
| 167,309 |
|
|
| 94,480 |
|
|
| 40 |
|
|
| 149,783 |
|
Home appliances |
|
| 45 |
|
|
| 5,443 |
|
|
| 788 |
|
|
| 612,296 |
|
|
| 348,077 |
|
|
| 51 |
|
|
| 460,220 |
|
Home and decoration |
|
| 30 |
|
|
| 1,995 |
|
|
| 361 |
|
|
| 375,559 |
|
|
| 211,167 |
|
|
| 37 |
|
|
| 127,172 |
|
Supermarket |
|
| 1 |
|
|
| 283 |
|
|
| — |
|
|
| 45,949 |
|
|
| 20,076 |
|
|
| 3 |
|
|
| 14,705 |
|
Entertainment |
|
| 12 |
|
|
| 2,072 |
|
|
| 123 |
|
|
| 134,883 |
|
|
| 64,902 |
|
|
| 24 |
|
|
| 58,754 |
|
Total (3) |
|
| 559 |
|
|
| 52,730 |
|
|
| 9,991 |
|
|
| 547,380 |
|
|
| 318,082 |
|
|
| 1,016 |
|
|
| 335,776 |
|
__________________
(1) | Includes vacant stores as of June 30, 2025. 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. |
Five largest tenants of the portfolio
The five largest tenants in our portfolio (in terms of sales) as of June 30, 2025 represents approximately 9.3% of IRSA’s gross leasable, 10.6% of the annual basic rent of the shopping mall 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 |
| 6.1 |
| 10,771 |
| 2.9 |
|
Nike |
| Clothes and footwear |
| 3.4 |
| 6,994 |
| 1.9 |
|
Adidas |
| Clothes and footwear |
| 2.9 |
| 6,150 |
| 1.7 |
|
McDonald’s |
| Restaurant |
| 2.8 |
| 5,145 |
| 1.4 |
|
Puma |
| Clothes and footwear |
| 2.6 |
| 5,242 |
| 1.4 |
|
Total |
|
|
| 17.8 |
| 34,302 |
| 9.3 |
|
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 IRSA’s shopping malls is marketed through an exclusive arrangement with our wholly owned subsidiary and real estate broker Fibesa S.A., or “Fibesa.” IRSA 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 IRSA’s 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 its rental contracts, the tenant’s basic rent is generally updated monthly or quarterly and cumulatively by the CPI index.
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In addition to rent, IRSA charge most of its 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.
IRSA lease its stores, kiosks and spaces in its shopping malls through our wholly-owned subsidiary Fibesa. IRSA charge its 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 tenants must also pay a percentage of the total costs and general taxes related to the maintenance of the common areas. IRSA determines that percentage or “coupe” based on different factors. Common area expenses include, among other things, administration, security, operations, maintenance, cleaning and taxes.
IRSA carries out promotional and marketing activities to draw consumer traffic to its 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. IRSA 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. IRSA 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. IRSA 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 IRSA. IRSA has 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, 2025:
Entity |
| Shopping malls |
| Location |
| GLA |
| Market share (1) |
|
|
|
|
|
|
| sqm |
| (%) |
|
IRSA |
| Alto Palermo |
| City of Buenos Aires |
| 20,715 |
| 1.63 |
|
|
| Abasto Shopping (2) |
| City of Buenos Aires |
| 37,253 |
| 2.93 |
|
|
| Alto Avellaneda |
| Province of Buenos Aires |
| 39,849 |
| 3.13 |
|
|
| Alcorta Shopping |
| City of Buenos Aires |
| 15,845 |
| 1.25 |
|
|
| Patio Bullrich |
| City of Buenos Aires |
| 11,472 |
| 0.90 |
|
|
| Dot Baires Shopping (3) |
| City of Buenos Aires |
| 48,373 |
| 3.81 |
|
|
| Soleil Premium Outlet |
| Province of Buenos Aires |
| 15,673 |
| 1.23 |
|
|
| Distrito Arcos |
| City of Buenos Aires |
| 14,502 |
| 1.14 |
|
|
| Terrazas de Mayo |
| Gran Buenos Aires, Provincia de Buenos Aires |
| 33,703 |
| 2.73 |
|
|
| Alto Noa |
| City of Salta |
| 19,428 |
| 1.53 |
|
|
| Alto Rosario |
| City of Rosario |
| 35,039 |
| 2.69 |
|
|
| Mendoza Plaza |
| City of Mendoza |
| 41,511 |
| 3.27 |
|
|
| Córdoba Shopping |
| City of Córdoba |
| 15,604 |
| 1.23 |
|
|
| La Ribera Shopping (4) |
| City of Santa Fe |
| 10,572 |
| 0.83 |
|
|
| Alto Comahue |
| City of Neuquén |
| 11,703 |
| 0.92 |
|
Subtotal |
|
|
|
|
| 371,242 |
| 29.22 |
|
Cencosud S.A. |
|
|
|
|
| 279,505 |
| 21.99 |
|
Other operators |
|
|
|
|
| 620,317 |
| 48.79 |
|
Total |
|
|
|
|
| 1,271,064 |
| 100.0 |
|
__________________
(1) | Corresponding to GLA in respect of total GLA. Market share is calculated dividing sqm over total reported square meters, including inactive stores. |
(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 IRSA is a joint venture partner. |
Source: INDEC – National survey of shopping malls.
Seasonality
IRSA business is directly affected by seasonality, influencing the level of our tenants’ sales. During Argentine summer holidays (January and February) its 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
IRSA keeps 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. IRSA 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. IRSA continues renewing its CCTV system, to improve security and enable future capabilities, such as the use of artificial intelligence. In its shopping malls, with a large flow of vehicles, IRSA has implemented new guided parking systems and digital payment systems. IRSA started using artificial intelligence to improve the work efficiency of its employees.
This year IRSA 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 5.3 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 IRSA’s office buildings, all of which are located in the Autonomous City of Buenos Aires, as of June 30, 2025:
Offices |
| Date of acquisition/ development |
|
| GLA (1) |
|
| Occupancy rate (2) |
|
| Ownership interest |
|
| Total rental income for the fiscal year ended June 30, 2025 (4) |
| |||||
|
|
|
|
| (sqm) |
|
| (%) |
|
| (%) |
|
| (in million of ARS) |
| |||||
AAA & A offices |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Intercontinental Plaza (3) |
| Dec-14 |
|
|
| 2,979 |
|
|
| 100.0 |
|
|
| 100 |
|
|
| 1,120 |
| |
Dot Building |
| Nov-06 |
|
|
| 11,242 |
|
|
| 100.0 |
|
|
| 80 |
|
|
| 3,256 |
| |
Zetta Building |
| May-19 |
|
|
| 32,173 |
|
|
| 99.3 |
|
|
| 80 |
|
|
| 11,958 |
| |
261 Della Paolera (5) |
| Dec-20 |
|
|
| 3,740 |
|
|
| 100.0 |
|
|
| 100 |
|
|
| 1,959 |
| |
Total AAA & A offices |
|
|
|
|
|
| 50,134 |
|
|
| 99.6 |
|
|
|
|
|
|
| 18,293 |
|
B offices |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Philips Building (6) |
| Jun-17 |
|
|
| 7,940 |
|
|
| 75.3 |
|
|
| 100 |
|
|
| 1,772 |
| |
Total B offices |
|
|
|
|
|
| 7,940 |
|
|
| 75.3 |
|
|
|
|
|
|
| 1,772 |
|
Total Offices |
|
|
|
|
|
| 58,074 |
|
|
| 96.2 |
|
|
|
|
|
|
| 20,065 |
|
__________________
(1) | Corresponds to the total leasable surface area of each property as of June 30, 2025. Excludes common areas and parking spaces. |
(2) | Calculated by dividing occupied square meters by total GLA of the relevant property as of June 30, 2025. |
(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) | IRSA owns 10.4% of the building that has 35,872 square meters of GLA. The GLA includes sqm corresponding to other common spaces. |
(6) | The building is fully allocated to the workplace business. |
Occupancy rate
The following table shows IRSA’s offices occupancy percentage as of the end of fiscal years ended June 30:
|
| Occupancy rate (1) |
| |||||||||||||||||
|
| As of June 30, |
| |||||||||||||||||
|
| 2025 |
|
| 2024 |
|
| 2023 |
|
| 2022 |
|
| 2021 |
| |||||
|
| (%) |
| |||||||||||||||||
República Building (2) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 66.9 |
|
Intercontinental Plaza |
|
| 100.0 |
|
|
| 100.0 |
|
|
| 100.0 |
|
|
| 100.0 |
|
|
| 100.0 |
|
DOT Building |
|
| 100.0 |
|
|
| 79.4 |
|
|
| 51.6 |
|
|
| 92.6 |
|
|
| 84.9 |
|
Zetta Building (3) |
|
| 99.3 |
|
|
| 100.0 |
|
|
| 94.6 |
|
|
| 92.2 |
|
|
| 84.7 |
|
261 Della Paolera |
|
| 100.0 |
|
|
| 100.0 |
|
|
| 100.0 |
|
|
| 67.1 |
|
|
| 80.2 |
|
Philips Building |
|
| 75.3 |
|
|
| 50.6 |
|
|
| 41.9 |
|
|
| 81.4 |
|
|
| 93.1 |
|
Suipacha 652/664 (2) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 17.3 |
|
Total |
|
| 96.2 |
|
|
| 89.4 |
|
|
| 68.7 |
|
|
| 73.3 |
|
|
| 74.7 |
|
__________________
(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. |
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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, |
| |||||||||||||||||
|
| 2025 |
|
| 2024 |
|
| 2023 |
|
| 2022 |
|
| 2021 |
| |||||
|
| (ARS/sqm) |
| |||||||||||||||||
República Building (2) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 697,270 |
|
Intercontinental Plaza |
|
| 376,041 |
|
|
| 352,758 |
|
|
| 339,283 |
|
|
| 549,358 |
|
|
| 870,914 |
|
DOT Building |
|
| 289,586 |
|
|
| 362,465 |
|
|
| 488,185 |
|
|
| 348,481 |
|
|
| 532,003 |
|
Zetta Building |
|
| 374,305 |
|
|
| 431,541 |
|
|
| 449,949 |
|
|
| 465,486 |
|
|
| 609,413 |
|
261 Della Paolera (3) |
|
| 523,817 |
|
|
| 765,119 |
|
|
| 610,374 |
|
|
| 674,410 |
|
|
| 410,202 |
|
Philips Building |
|
| 296,208 |
|
|
| 167,556 |
|
|
| 293,100 |
|
|
| 299,652 |
|
|
| 341,680 |
|
Suipacha 652/664 (2) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 525,061 |
|
__________________
(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. |
New agreements and renewals
The following table sets forth certain Information on lease agreements as of June 30, 2025:
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 |
|
| 4 |
|
|
| 1,083.8 |
|
|
| 18,904 |
|
|
| 24,931 |
|
|
| — |
|
|
| — |
|
Philips Building |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 3 |
|
|
| 133.6 |
|
Intercontinental Plaza |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
261 Della Paolera |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 1 |
|
|
| 488.5 |
|
Zetta Building |
|
| 1 |
|
|
| 771.9 |
|
|
| 22,966 |
|
|
| 22,009 |
|
|
| — |
|
|
| — |
|
Total (6) |
|
| 5 |
|
|
| 1,855.7 |
|
|
| 20,405 |
|
|
| 23,851 |
|
|
| 4 |
|
|
| 622.1 |
|
__________________
(1) | Includes new and renewed leases executed in fiscal 2025. |
(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. |
The following table sets forth the schedule of estimated lease expirations for IRSA’s offices and other properties for leases in effect as of June 30, 2025. This data is presented assuming that none of IRSA’s 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) |
|
| (%) |
| ||||||
2026 |
|
| 13 |
|
|
| 11,434 |
|
|
| 23 |
|
|
| 326.6 |
|
|
| 22 |
|
2027 |
|
| 8 |
|
|
| 8,506 |
|
|
| 17 |
|
|
| 273.3 |
|
|
| 18 |
|
2028 and thereafter |
|
| 6 |
|
|
| 29,379 |
|
|
| 60 |
|
|
| 898.7 |
|
|
| 60 |
|
Total |
|
| 27 |
|
|
| 49,319 |
|
|
| 100 |
|
|
| 1,498.6 |
|
|
| 100 |
|
__________________
(1) | Includes offices with leases that have not been renewed as of June 30, 2025. |
(2) | It does not include vacant square meters and contracts from: parking spaces, terraces, antennas and Workplace (Zetta y Philips). |
| 93 |
| Table of Contents |
Intercontinental Plaza
Intercontinental Plaza is a modern 24-story building located next to the Intercontinental Hotel in the historic neighborhood of Monserrat in downtown City of Buenos Aires. IRSA owns a 13.2% interest in the building which has footage averaging 22,535 square meters of GLA; meaning IRSA owns 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
IRSA’s 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 IRSA’s 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, Salentain, Distrinando and HP, among others.
Zetta Building
IRSA’s 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 IRSA’s position in the North Zone corridor of offices for rent.
As of June 30, 2025, 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.
IRSA has 3,740 square meters of property, which are 100% leased to the tenant Globant. 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 7,940 sqm, and a remaining construction capacity of approximately 20,000 sqm. IRSA owns 100% of the building and the headquarters of Workplace operate in the building, with an occupancy rate of 75% at the end of the fiscal year ended June 30, 2025. As of the date of this Annual Report, the building is undergoing expansion to achieve full occupancy.
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| Table of Contents |
Leases
IRSA generally leases its office spaces and other properties under lease agreements with an average initial term of three years, and a limited number of contracts have been executed with five-year terms. These agreements typically include renewal options for additional periods of two or three years, at the discretion of the tenant. In addition, IRSA has two spaces named “Workplace by IRSA”, which IRSA leases 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 IRSA office’s properties and other commercial properties other than shopping malls are in developed urban areas. There is a great number of office buildings, shopping malls, retail stores and residential houses in the zones where IRSA’s 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 IRSA 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, IRSA competes with other relevant market players, such as RAGHSA S.A., who together with IRSA represent the 2 most important players.
Hotels
Hotel activity recorded a decline in revenues and occupancy during this year as a result of the appreciation of the Argentine peso against the U.S. dollar . Nevertheless, the exclusive Llao Llao resort, which IRSA owns in the city of Bariloche, in southern Argentina, continues to be a major attraction for the high-income segment, while the Libertador and Intercontinental hotels in the city of Buenos Aires target the corporate segment. We are working on new proposals for product improvement and differentiation in anticipation of the full recovery of conventions and corporate events. During the fiscal year 2025, IRSA kept its 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 IRSA’s 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 |
|
| 2025 |
|
| 2024 |
|
| 2023 |
|
| 2022 |
|
| 2021 |
| ||||||||||
Intercontinental (3) |
| 11/01/1997 |
|
|
| 76.34 |
|
|
| 313 |
|
|
| 67.8 |
|
|
| 172,607 |
|
|
| 20,914 |
|
|
| 24,018 |
|
|
| 21,331 |
|
|
| 8,924 |
|
|
| 2,398 |
| |
Libertador (4) |
| 03/01/1998 |
|
|
| 100 |
|
|
| 200 |
|
|
| 54.6 |
|
|
| 117,736 |
|
|
| 7,388 |
|
|
| 9,592 |
|
|
| 8,464 |
|
|
| 3,300 |
|
|
| 788 |
| |
Llao Llao (5) |
| 06/01/1997 |
|
|
| 50 |
|
|
| 205 |
|
|
| 56.5 |
|
|
| 464,561 |
|
|
| 36,294 |
|
|
| 52,230 |
|
|
| 47,717 |
|
|
| 35,794 |
|
|
| 13,680 |
| |
Total |
|
|
|
|
|
|
|
|
|
| 718 |
|
|
| 60.9 |
|
|
| 236,245 |
|
|
| 64,596 |
|
|
| 85,840 |
|
|
| 77,512 |
|
|
| 48,018 |
|
|
| 16,866 |
|
__________________
(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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| Table of Contents |
Hotel Intercontinental, City of Buenos Aires
In November 1997, IRSA 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 Plaza 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 IRSA acquired 100% of the Sheraton Libertador Hotel from Citicorp Equity Investment for an aggregate purchase price of USD 23 million. In March 1999, IRSA sold a 20% interest in the Sheraton Libertador Hotel for USD 4.7 million to Hoteles Sheraton de Argentina.
During the fiscal year 2019, IRSA 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 IRSA acquired the Hotel Llao Llao from Llao Llao Holding S.A. 50% 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. Throughout the year 2025, renovation works continued in the rooms of the Bustillo wing, where 47 rooms are currently undergoing upgrades and refurbishment. This phase of the renovation is expected to be completed during the first quarter of 2026.
Bariloche Plot, “El Rancho,” San Carlos de Bariloche, Province of Río Negro (land reserve)
On December 14, 2006, through IRSA’s hotel operator subsidiary, Llao Llao Resorts S.A., IRSA 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. IRSA developments 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 its developments of residential communities, IRSA frequently acquire vacant land, develop infrastructure such as roads, utilities, and common areas, and sell plots of land for construction of single-family homes. IRSA may also develop or sell portions of land for others to develop complementary facilities such as shopping areas within residential developments.
| 96 |
| Table of Contents |
In the fiscal year ended June 30, 2025, revenues from the sale and development of properties amounted to ARS 12,761 million, compared to ARS 12,891 million posted in the fiscal year ended June 30, 2024.
Construction and renovation works on IRSA’s residential development properties are performed, under its supervision, by independent Argentine construction companies that are selected through a bidding process. IRSA 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. IRSA is 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, IRSA deliver undeveloped pieces of land and another firm is in charge of building the project. In this case, IRSA receive finished square meters for commercialization, without taking part in the construction works.
This segment is expected to increase its activity in the coming years, both through own developments and land swap transactions, given the recent launch of several residential projects, most notably Ramblas del Plata, which has a development potential of approximately 866,000 sqm, of which 693,000 sqm are salable.
The following table shows information about IRSA’s land reserves as of June 30, 2025:
|
| 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 |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 1,610 |
|
|
| 4,820 |
|
Coto Abasto air space – Tower 2 - City of Buenos Aires |
|
| 100 |
|
| Sep-97 |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 1,694 |
|
|
| 3,987 |
|
Ancón (Luis M. Campos) Trust |
|
| 100 |
|
| Feb-21 |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 608 |
|
|
| 1,332 |
|
Av. Figueroa Alcorta 6464 Trust |
|
| 100 |
|
| Feb-21 |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 1,339 |
|
|
| 8,115 |
|
Córdoba Shopping Adjoining plots – Residential |
|
| 100 |
|
| May-15 |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 2,515 |
|
|
| 2,600 |
|
Ramblas del Plata – First stage swaps |
|
| 100 |
|
| Jul-97 |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 16,885 |
|
|
| 87,890 |
|
Caballito Ferro Plot 1 – City of Buenos Aires |
|
| 100 |
|
| Jan-99 |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 2,908 |
|
|
| 6,278 |
|
Ezpeleta plot (Quilmes II) |
|
| 100 |
|
| Apr-22 |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 56,491 |
|
|
| 17,048 |
|
Total Barter Agreements (Residential) |
|
|
|
|
|
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 84,050 |
|
|
| 132,070 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LAND RESERVES: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ramblas del Plata – City of Buenos Aires (formerly Costa Urbana) |
|
| 100 |
|
| Jul-97 |
|
| 184,813 |
|
|
| 734,175 |
|
|
| — |
|
|
| 587,341 |
|
|
| 419,278 |
|
La Plata - Greater Buenos Aires |
|
| 100 |
|
| Mar-18 |
|
| 47,834 |
|
|
| 81,341 |
|
|
| — |
|
|
| — |
|
|
| 8,657 |
|
Polo Dot mixed uses expansion – City of Buenos Aires (6) |
|
| 80 |
|
| Nov-06 |
|
| 12,800 |
|
|
| — |
|
|
| — |
|
|
| 38,395 |
|
|
| 37,867 |
|
Caballito Ferro Plots 2, 3 and 4 – City of Buenos Aires |
|
| 100 |
|
| Jan-99 |
|
| 20,462 |
|
|
| 86,387 |
|
|
| — |
|
|
| 75,277 |
|
|
| 37,311 |
|
Luján Plot – Buenos Aires (5) |
|
| 100 |
|
| May-08 |
|
| 1,152,106 |
|
|
| 464,000 |
|
|
| — |
|
|
| — |
|
|
| 9,890 |
|
La Adela – Buenos Aires |
|
| 100 |
|
| Aug-14 |
|
| 9,868,500 |
|
|
| 3,951,227 |
|
|
| — |
|
|
| — |
|
|
| 14,557 |
|
Puerto Retiro – City of Buenos Aires (4) |
|
| 50 |
|
| May-97 |
|
| 82,051 |
|
|
| 246,153 |
|
|
| — |
|
|
| — |
|
|
| — |
|
Subtotal Mixed-uses |
|
|
|
|
|
|
|
| 11,368,566 |
|
|
| 5,563,283 |
|
|
| — |
|
|
| 701,013 |
|
|
| 527,560 |
|
Caballito Block 35 – City of Buenos Aires (3) |
|
| 100 |
|
| Oct-98 |
|
| 9,767 |
|
|
| 57,192 |
|
|
| — |
|
|
| 31,257 |
|
|
| 13,376 |
|
Zetol – Uruguay |
|
| 90 |
|
| Jun-09 |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 65,450 |
|
|
| 6,535 |
|
Vista al Muelle – Uruguay |
|
| 90 |
|
| Jun-09 |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 58,494 |
|
|
| 4,936 |
|
Parcelas Rosario – Santa Fe |
|
| 100 |
|
| Nov-24 |
|
| 13,750 |
|
|
| 48,126 |
|
|
| — |
|
|
| 41,390 |
|
|
| 14,835 |
|
Neuquén - Residential plot – Neuquén (2) |
|
| 100 |
|
| Jul-99 |
|
| 13,000 |
|
|
| 57,000 |
|
|
| — |
|
|
| 42,800 |
|
|
| 5,852 |
|
Subtotal residential |
|
|
|
|
|
|
|
| 36,517 |
|
|
| 162,318 |
|
|
| — |
|
|
| 239,391 |
|
|
| 45,534 |
|
La Plata - Greater Buenos Aires |
|
| 100 |
|
| Mar-18 |
|
| 30,780 |
|
|
| 35,212 |
|
|
| 22,844 |
|
|
| — |
|
|
| 6,142 |
|
Beruti y Coronel Diaz Building – City of Buenos Aires |
|
| 100 |
|
| Jun-22 |
|
| 2,387 |
|
|
| 8,900 |
|
|
| 7,800 |
|
|
| — |
|
|
| 10,627 |
|
Subtotal retail |
|
|
|
|
|
|
|
| 33,167 |
|
|
| 44,112 |
|
|
| 30,644 |
|
|
| — |
|
|
| 16,769 |
|
Polo Dot – Zetta – City of Buenos Aires |
|
| 80 |
|
| Nov-06 |
|
| — |
|
|
| — |
|
|
| 15,940 |
|
|
| — |
|
|
| 46 |
|
Paseo Colón 245 Building – City of Buenos Aires |
|
| 100 |
|
| May-23 |
|
| 1,579 |
|
|
| 13,690 |
|
|
| 9,500 |
|
|
| — |
|
|
| 5,931 |
|
Intercontinental Plaza II – City of Buenos Aires |
|
| 100 |
|
| Feb-98 |
|
| 6,135 |
|
|
| 9,400 |
|
|
| 7,500 |
|
|
| — |
|
|
| 2,176 |
|
Córdoba Shopping adjoining plots – Córdoba (2) |
|
| 100 |
|
| May-15 |
|
| 5,365 |
|
|
| 5,000 |
|
|
| 4,823 |
|
|
| — |
|
|
| 2,412 |
|
Subtotal offices |
|
|
|
|
|
|
|
| 13,079 |
|
|
| 28,090 |
|
|
| 37,763 |
|
|
| — |
|
|
| 10,565 |
|
Total future developments |
|
|
|
|
|
|
|
| 11,451,329 |
|
|
| 5,797,803 |
|
|
| 68,407 |
|
|
| 940,404 |
|
|
| 600,428 |
|
Other land reserves (1) |
|
|
|
|
|
|
|
| 3,305,974 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 19,514 |
|
Total land reserves |
|
|
|
|
|
|
|
| 14,757,303 |
|
|
| 5,797,803 |
|
|
| 68,407 |
|
|
| 940,404 |
|
|
| 619,942 |
|
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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, 2025:
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 |
| 20,000 |
| City of Buenos Aires |
|
Alto Palermo |
| 100 |
| 14,119 |
| City of Buenos Aires |
|
Córdoba Shopping |
| 100 |
| 7,000 |
| Cordoba |
|
Total in offices + residential |
|
|
| 41,119 |
|
|
|
Total expansions |
|
|
| 94,640 |
|
|
|
Intangibles – Units to be received under barter agreements
Coto Abasto air space – Towers 1 & 2 – City of Buenos Aires
IRSA owns an airspace, known as “Human Abasto,” 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, IRSA 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.
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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, IRSA 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.
In addition, as of June 30, 2025, the construction work of Tower 1 had been completed and has begun commercialization, while the construction of Tower II, already underway, was 18% complete.
Trusts: Ancón (Luis M. Campos 100 and Ancón) and Figueroa Alcorta 6464
On February 9, 2021, as a result of the reorganization of Manibil S.A., IRSA 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 608 sqm and 6 garages units would correspond to IRSA. As of the date of this Annual Report, there is a protection action (amparo) in relation to this project, thus the work is suspended; and |
|
|
|
| · | Figueroa Alcorta 6464 Trust: corresponds to 1,786 sqm of apartments and 11 garage units. As of June 30, 2025, the work has started and has been completed by more than 50%. |
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. IRSA 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.
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 requested from the Developer by the Municipality of Córdoba. As of June 30, 2025, construction had already commenced with a progress of 10%.
Ramblas del Plata – Permutas Etapa 1
For more information see “Item 4. Information on the Company — B. Business Overview - Sale and Development of Properties and Land Reserves—Mixed uses – Ramblas del Plata – formerly Costa Urbana – Costanera Sur, City of Buenos Aires”.
Caballito Ferro Plot 1 – City of Buenos Aires
For more information see “Item 4. Information on the Company — B. Business Overview - 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.
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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, 2025, the works are at an advanced stage and IRSA had sold 41 single-family lots received in exchange transactions for approximately USD 6.3 million.
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.
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, IRSA received the parcel certificates corresponding to the 61 lots.
With the issuance of the Environmental Aptitude Certificate in December 2024, Phase A of the project’s infrastructure works began, starting with earthmoving tasks, followed by sheet piling installation, as well as road and stormwater networks, buffer planting, and bay remediation. In January 2025, commercialization of the project began.
During the fiscal year 2025, IRSA signed 2 sales agreements and 11 barter contracts with various developers for 13 lots of the extended first phase of “Ramblas del Plata” project.
After the end of the fiscal year, on July 17, 2025, IRSA executed an addendum to the purchase agreement dated January 27, 2025, which consisted of the substitution of one of the plots. As part of this modification, an additional USD 3.5 million was paid in cash and the price was increased by the delivery of saleable square meters valued at USD 3.6 million. This transaction added USD 7.1 million in value to the original agreement, corresponding to 5,000 additional saleable square meters because of the change in the lot in question.
The plots have an estimated saleable area of 110,585 square meters, and the transactions amount to approximately USD 81,1 million.
“Phase I” extended consists of 20 lots totaling approximately 163,800 square meters, which represents 23.4% of the project’s total saleable area, and currently, seven lots remain available for commercialization.
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“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. IRSA 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 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.
As of June 30, 2025, construction of the Distrito Diagonal Shopping Mall had commenced, with preliminary tasks, earthworks and stormwater drainage. During the fiscal year ended June 30, 2025, several bids were awarded, including the concrete structure, the steel structure, and the external gas works.
Polo Dot mix uses expansion – City of Buenos Aires
On the plot where the Zetta Building is located, IRSA has 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, IRSA 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, 2025, 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, IRSA acquired the property through a purchase and sale agreement entered into between related parties, thus becoming the current owner. IRSA’s intention is to carry out a mixed-use project, taking advantage of the environment consolidation and the strategic location of the plot. As of the date of this Annual Report, the change of the zoning parameters is completed.
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La Adela – Buenos Aires
During 2015 IRSA 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, IRSA intend to develop a new real estate project.
Puerto Retiro – City of Buenos Aires
At present, Puerto Retiro S.A. has an 8.2 hectares 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.
On July 26, 2024, the CSJN ruled on the various complaints filed by the parties. With respect to the civil action, it upheld the extraordinary appeals filed by Tandanor and the Ministry of Defense and resolved unanimously to: (i) overturn the appealed cassation judgment regarding the statute of limitations of the civil action (ordering a new ruling based on the doctrine of arbitrariness of judgments); and (ii) confirm the forfeiture of Plant I, although ordering its restitution to Tandanor instead of to the Argentine Government, clarifying that the forfeiture itself was upheld. While the CSJN clarified that its decision does not imply addressing the merits of the civil action claim, it did order that the competent Court issue a new resolution taking into account the defenses raised by Tandanor and the Ministry of Defense in their responses to the statute of limitations objection, particularly regarding the date on which the limitation period began to run. As a result, the case was assigned to Chamber IV of the Federal Criminal Cassation Court, which reconstituted its members in order to issue a new judgment in compliance with the CSJN’s decision. Judges Carvallo and Borinsky recused themselves, being replaced by Judges Yacobucci and Barroetaveña. Judge Gustavo Hornos did not recuse himself from continuing to intervene in the case, despite having participated in the ruling that the CSJN overturned. In light of this, Puerto Retiro S.A. challenged Judge Hornos for objective cause. Chamber IV of the Court rejected the recusal motion. Consequently, an extraordinary federal appeal was filed against such decision, which was rejected by judgment rendered and notified on March 28, 2025. Against such ruling, within the legal term, a complaint appeal was filed for denial of the extraordinary appeal, which as of the date hereof remains pending.
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In parallel, on May 26, 2025, a hearing was held under Articles 465 (last paragraph) and 468 of the Argentine Criminal Procedure Code, where the parties presented their arguments. Finally, on June 24, 2025, Chamber IV of the Federal Criminal Cassation Court – composed of Judges Gustavo M. Hornos, Diego G. Barroetaveña and Guillermo J. Yacobucci – notified Puerto Retiro S.A. of its judgment unanimously resolving to annul operative items “II” (upholding the statute of limitations defense of the civil action) and “XVIII” (granting the forfeited property to the Argentine Government rather than to Tandanor) of the appealed decision rendered by TOCF No. 5, and remand the case to the lower court for a new ruling on the statute of limitations defense of the civil action and the destination of the forfeited property. In summary, the Cassation Court issued a new ruling following the CSJN’s guidelines and ordered TOCF No. 5 to issue a new decision on the statute of limitations defense of the civil action, taking into account both the CSJN’s decision and the present ruling by the Cassation Court, as well as regarding the destination of the forfeited property (in favor of Tandanor). The case was remanded to TOCF No. 5.
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 CSJN issued a favorable final decision allowing the construction of 57,192 sqm of apartments on the plot.
As of June 30, 2025, the work for the concrete structure of the first tower (“Tower 3”) was completed and the completion of the internal masonry works of Tower 1 was at an advanced stage. Zetol S.A. and Vista al Muelle S.A. – District of Canelones – Uruguay
In the course of fiscal year 2009 IRSA 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.
IRSA 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.
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.
On June 18, 2025, two lots belonging to the ‘Distrito Boating’ were exchanged, on which three residential buildings of identical characteristics will be developed under construction-related tax benefits, denominated Promoted Housing regime.
On July 3, 2025, IRSA entered into an agreement with the Municipality of Canelones, which certified the infrastructure works carried out to date by Vista al Muelle and Zetol for a total amount of USD 4.5 million.
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.
Rosario Lots adjacent to Alto Rosario – Rosario, Province of Santa Fe
On the land where the Alto Rosario Shopping Mall is located, there is a section identified as Lot 1B with a surface area of 84,189 sqm. On December 27, 2024, a subdivision was carried out, generating four lots totaling 48,126 sqm with a maximum floor area ratio (FAR) of 3.5.
Retail
Coronel Diaz and Beruti Building – City of Buenos Aires
In February 2022, IRSA 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 IRSA, 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 IRSA.
On June 14, 2022, the transfer deed of ownership was signed. Simultaneously with the deed, IRSA 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.
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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.
Paseo Colón 245 Building and Paseo Colón 275 Parking spaces – City of Buenos Aires
On December 28, 2022, IRSA 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.
As of June 30, 2025, as a result of the entry into force of the new Urban Planning Code of the Autonomous City of Buenos Aires on January 1, 2025, which introduced new urban codifications, the buildable area was adjusted to 7,500 sqm.
Córdoba Shopping Adjoining Plots – Residential
On the parking lot of the Córdoba Shopping mall, IRSA has a 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.
IRSA 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.
Del Plata Building Trust
On November 10, 2023, IRSA 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 IRSA 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. Other non-related companies also participate as money trustors in the trust.
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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.
By Resolution No. 7/MDECGC/24 dated November 1, 2024, the GCBA resolved to lift the suspension imposed by Resolution No. 1078/MHFGC/24, for the purpose of continuing with the proceedings related to the adjustment of the downtown area transformation projects as agreed under the respective agreements. Furthermore, on October 29, 2024, the GCBA, on the one hand, and Banco Hipotecario together with the trustee of the trust, on the other, entered into an agreement pursuant to which the latter adjusted the project so that the maximum investment amount to be considered per square meter would not exceed the maximum amount established therein, and agreed to defer the collection of the benefits corresponding to the investments to be made, thereby rescheduling the construction and investment timeline of the project originally submitted.
As of the date of this Annual Report, construction works have begun. Any modification to the reimbursement regime established by the GCBA could affect the scope or timing of the project.
Others
Banco Hipotecario
As of June 30, 2025, IRSA held a 29.12% 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 52 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 30, 2025, Banco Hipotecario’s shareholders’ equity was ARS 520,633 million, its consolidated assets were ARS 3,533,572.8 million, and its net income for the three-month period ended June 30, 2025, was ARS 19,436 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.
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 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, ARS 528,543 million as of December 31, 2024 and ARS 808,788 million as of June 30, 2025.
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, 2025, its capital markets debt representing 7% 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.
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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 IRSA, 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%.
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.
During fiscal year ended June 30, 2025, La Rural S.A. consolidated its leadership in the trade fair and events business in Argentina. The fiscal year began with a successful edition of the 2024 Rural Exhibition, which achieved a remarkable public turnout, full occupancy and solid commercial results, in a context of high political and economic expectations. Throughout the fiscal year, numerous events were held, most notably a new edition of “Celebration,” which brought together more than 50 year-end celebrations and reached its highest operating level since its launch in 2004, reaffirming La Rural as a benchmark venue for this type of corporate events. The upcoming fiscal year presents challenges given the electoral context and the tight operating margins in the sector.
As for the Buenos Aires Convention Center, it maintained stable occupancy in 2025, consolidating its position as a venue for congresses, conventions and institutional events. Throughout the fiscal year, its activity increased progressively, with a diverse and growing agenda that reflects its potential as a benchmark space in the segment. In addition, the Buenos Aires Convention Center strengthened its internationalization strategy, participating in global fairs in search of new congresses, in line with a more globally integrated Argentina.
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, 2025, We are appa S.A. had 42 employees and IRSA’s share of “We are appa” reached 93.63%.
The mission of “We are appa’s” is to transform the physical in-store shopping experience through the use of artificial intelligence and data science, connecting brands and consumers. Through its proprietary technology, ¡appa! reduces frictions in the purchasing process, enhances decision-making and boosts conversion at the point of sale.
Through its application, ¡appa!, “We are appa” provides shopping malls and tenants a 100% digital customer loyalty system through which they can communicate with visitors, enhancing their visiting and shopping experience.
During the fiscal year ended June 30, 2025, users of ¡appa! carried out more than 5.3 million transactions on the platform, including consumption in shopping malls, use of parking spaces, and redemption of corporate benefits. Of these, approximately 5.2 million visitor transactions were identified in IRSA shopping malls, corresponding to consumption of more than ARS 46,800 million by 970,000 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, 2025, IRSA indirectly owned 2.71% of Avenida Inc., a company dedicated to the e-commerce business.
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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, 2025, IRSA indirectly owned 14.82% of Comparaencasa Ltd.
Shefa Holding LLC (“Shefa”)
Shefa, IRSA’s wholly owned subsidiary, identifies selective investment opportunities in retail projects, prioritizing sectors with high growth potential. Its mission is to create an ecosystem of complementary companies in the retail and technology industries, capitalizing on opportunities that enhance the consumer experience, optimize processes, and generate long-term sustainable value. Shefa invests in businesses that integrate physical retail with digital solutions, promoting omnichannel strategies and providing retailers of all scales with the technological capabilities of major platforms.
Shefa’s current portfolio includes solutions in payments, last-mile logistics, e-commerce, audiences, and data, generating cross-sector synergies that accelerate the validation, distribution, and monetization of new business models. One of its main investments is Turismo City, which is described below.
Turismo City
As of June 30, 2025, 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.
Regulation and Government Supervision of our Agricultural Business
Farming and Animal Husbandry Agreements
Agreements relating to farming and animal husbandry activities are regulated by Argentine law, the Argentine Civil and Commercial Code, provincial laws, local regulations and local customs.
According to Law No. 13,246, as amended by Law No. 22,298, all lease agreements related to rural properties and land are required to have a minimum duration of 3 years, except in the case of those designated as “accidental agreements” pursuant to Section 39, Law No. 13,246. Upon death of the tenant farmer, the agreement may continue with his successors. Upon misuse of the land by the tenant farmer or default in payment of the rent, the landowner may initiate an eviction proceeding.
Law No. 13,246, amended by Law No. 22,298, also regulates sharecropping agreements pursuant to which one of the parties furnishes the other with animals or land for the purpose of sharing benefits between the parties. These agreements are required to have a minimum term of duration of 3 years, although the rule of Section 39 of Law No. 13,246 on accidental agreements for smaller terms also applies in this case. The agreement is not assignable under any circumstance whatsoever, unless expressly agreed by the parties. Upon death, disability of the tenant farmer or other impossibility, the agreement may be terminated.
Quality control of Crops and Cattle
The quality of the crops and the health measures applied on the cattle are regulated and controlled by the SENASA, which is an entity within the Agro-industry Secretary that oversees farming and animal sanitary activities.
Argentine Law No. 22,939 establishes that cattle brands should be registered with each provincial registry and that there cannot be similar cattle brands within the same province.
Registration of Agricultural Producers
In accordance with Resolution No. 423/2014 issued by SENASA, agricultural producers are required to register in the Argentine Registry of Agricultural Producers (Registro Nacional Sanitario de Productores Agropecuarios). This registry covers all agricultural, livestock, and forestry activities, with the aim of linking producers to the crops they grow and the area allocated to each product. This measure is intended to ensure proper control and traceability of production activities.
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Sale and Transportation of Cattle
Even though the sale of cattle is not specifically regulated at the Argentine federal level, general contract provisions apply. Further, every Argentine province has its own rural code regulating the administrative aspects of the sale of cattle, including traceability measures, taxation and duties.
Argentine law establishes that the transportation of cattle is lawful only when it is done with the respective certificate that specifies the relevant information about the cattle. The required information for the certificate is established by the different provincial regulations, the inter-provinces treaties and the regulations issued by the SENASA.
Environment
The development of our agribusiness activities is regulated by a series of national, provincial, and municipal laws and regulations that promote the protection of the environment.
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 redress it as provided by applicable law. The authorities shall protect 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 shall establish minimum standards for environmental protection and Provincial and Municipal Governments shall determine specific standards and issue the applicable regulations.
On November 6, 2002, the Argentine Congress passed Law No. 25,675. This law regulates the minimum standards for the achievement of a sustainable environment and the preservation and protection of biodiversity and sets environmental policy goals. Moreover, Law No. 25,675 establishes the activities that will be subject to an environmental impact assessment procedure and certain requirements applicable thereto. In addition, the Law sets forth the duties and obligations that will be triggered by any damage to the environment and imposes the obligation to restore it to its former condition or, if that is not technically feasible, to pay a compensation in lieu thereof. The Law also fosters environmental education and provides for certain minimum obligations to be fulfilled by natural and artificial persons.
On November 28, 2007, the Argentine Congress passed a law known as the Forest Law which sets minimum standards for the conservation of native forests and incorporates minimum provincial expenditures to promote the protection, restoration, conservation and sustainable use of native forests. The Forest Law prevents landowners, including owners of native forests, from deforesting or converting forested areas into non-forested land for other commercial uses without prior permission from each local government that gives the permit and requires the preparation, assessment and approval of an environmental impact report. The Forest Law also provides that each province should adopt its own legislation and regional regulation map within a term of one year. Until such provincial implementation is carried into effect, no new areas may be deforested. In addition, the Forest Law also establishes a national policy for sustainable use of native forests and includes the recognition of native communities and aims to provide preferential use rights to indigenous communities living and farming near the forest. In case a project affects such communities, the relevant provincial authority may not issue permits without formal public hearings and written consent of the communities.
As a consequence of non-compliance with re rules we may be subject to criminal and administrative penalties, including taking action to reverse the adverse impact of our activities on the environment and to reimburse third parties for damages resulting from contraventions of environmental laws and regulations. Under the Argentine Criminal Code, persons (including directors, officers and managers of corporations) who commit crimes against public health, such as poisoning or dangerously altering water, food or medicine used for public consumption and selling products that are dangerous to health, without the necessary warnings, may be subject to fines, imprisonment or both. Some courts have enforced these provisions in the Argentine Criminal Code to sanction the discharge of substances which are hazardous to human health. At the administrative level, the penalties vary from warnings and fines to the full or partial suspension of the activities, which may include the revocation or cancellation of tax benefits, cancellation or interruption of credit lines granted by state banks and a prohibition against entering into contracts with public entities.
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The Forestry Legislation of Argentina prohibits the devastation of forests and forested lands, as well as the irrational use of forest products. Landowners, tenants, and holders of natural forests require an authorization from the Forestry Competent Authority for the cultivation of forest land. The legislation also promotes the formation and conservation of natural forests in properties used for agriculture and farming purposes.
In accordance with legislative requirements, we have applied for approval to develop certain parts of our land reserves and were authorized to develop them partially and to maintain other areas as land reserves. We cannot assure you that current or future development applications will be approved, and if so, to what extent we will be allowed to develop our land reserves. We intend to use genetically modified organisms in our agricultural activities. In Argentina, the development of genetically modified organisms is subject to special laws and regulations and special permits.
Law No. 27,566, passed on October 16, 2020, approves the “Regional Agreement on Access to Information, Public Participation and Access to Justice in Environmental Matters in Latin America and the Caribbean” (the “Escazú Agreement”) by Argentine Republic. The Escazú Agreement aims to guarantee the full and effective implementation in Latin America and the Caribbean of the rights of access to environmental information, public participation in environmental decision-making processes and access to justice in environmental matters, as well as the creation and strengthening of capacities and cooperation, contributing to the protection of the right of each person, of present and future generations, to live in a healthy environment and to sustainable development. It is the only binding agreement emanating from the United Nations Conference on Sustainable Development (Rio+20), the first regional environmental agreement in Latin America and the Caribbean and the first in the world to contain specific provisions on human rights defenders in environmental matters.
In addition to the current legislation, the CNV Rules provide that publicly traded companies whose corporate purpose includes environmentally hazardous activities should report to their shareholders, investors and the general public their compliance with the applicable environmental laws and risks inherent to such activities, so as to be able to reasonably assess such hazards.
Likewise, our subsidiary Brasilagro is subject to the following regulatory matters:
Environmental Regulation
The development of Brasilagro agribusiness activities depends on a number of federal, state and municipal laws and regulations related to environmental protection. Brasilagro may be subject to criminal and administrative penalties, besides being obligated to restore the environment and reimburse third parties for possible damages arising from non-compliance with such laws and regulations.
Environmental licensing is required for activities utilizing environmental resources that are considered potentially pollutant, or those that may in any way cause environmental degradation. Some Brazilian states, Paraguay and Bolivia require licenses for agricultural and animal-raising activities.
The environmental licensing procedure includes authorizations to change land use, water use licenses, licenses for agriculture, animal-raising activities and livestock activities, etc. All of these licenses guarantee that activities are being carried out in compliance with environmental laws and their possible impacts are being mitigated or compensated.
Brasilagro is in the process of obtaining environmental licenses for some operations. As of the date of this Annual Report, Brasilagro issued 41 new environmental licenses, including water use licenses, operating permits, controlled burning and vegetation clearing permits.
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Protected Areas
All rural properties in Brazil are required by law to maintain legal reserve areas. A legal reserve area is an area of each rural property where deforestation is not allowed and that is necessary for the sustainable use of natural resources, conservation and rehabilitation of ecological processes, conservation of biodiversity and shelter and protection for native fauna and flora. These areas are required in perpetuity and, in some cases, are recorded as such in the real estate registry.
In Brazil, it is mandatory to maintain as legal reserve at least 80% of an agricultural property located in Floresta biome within Amazonia Legal, 35% for an agricultural property in the savannah region within Amazonia Legal and 20% for an agricultural property located in other forms of native vegetation in other regions of Brazil. In Paraguay, it is mandatory to maintain as legal reserve at least 25% of all agricultural property with more than 20 hectares in forest regions and also a corridor of native vegetation of at least 100 meters for every 100 hectares of agricultural or livestock.
Brasilagro properties in Brazil and Paraguay have legal reserve areas, and a part of such legal reserves are currently being recorded with applicable government agencies. Additionally, applicable environmental laws require the protection of certain other areas, such as permanent preservation areas.
Permanent preservation areas are spaces, in both public domain and private domain, where the exercise of property rights has been limited. Permanent preservation areas include the margins of any water streams, the surroundings of headwaters and of natural water reservoirs, as well as lands inclined more than 45º. It is only be possible to modify these areas through previous authorization obtained from the competent state environmental agency.
In addition to these areas, there are also areas for environmental compensation, and ecological corridors, which safeguard interconnection of fragments of vegetation, ensuring protection of local biodiversity. Protected areas may not be suppressed and may be used only under a regime of sustainable forest stewardship in accordance with technical and scientific criteria set forth in applicable regulations.
As of June 30, 2025, 60,610.65 hectares, or approximately 30% of the total area of Brasilagro properties, consisted of protected areas.
Rural Environmental Register (CAR)
In Brazil, all rural properties are required by law (Law No. 12.651/12 and Decrees Nos. 7.830/2012 and 8.235/2014) to register with the rural environmental register (“CAR”). This electronic registration integrates environmental information regarding the property, deforestation control, the monitoring and combating of forests and other forms of native vegetation, as well as environmental and economic planning of rural properties. The CAR gathers environmental information for each property regarding the situation of permanent preservation areas, legal reserve areas, forests and remnants of native vegetation, restricted use areas, consolidated areas, etc.
This register requires the rural proprietary to regularize their environmental situation. It is a requirement to have access to credit, however, sanctions are not imposed for those who are not registered with CAR.
All of Brasilagro owned properties are registered or in the process of being registered with CAR.
Ownership of Agricultural Land in Brazil by Foreigners
In August 2010, the then-president of Brazil approved Opinion AGU-LA-2010 of the Federal Attorney General’s Office (AGU). The AGU-LA-2010 Opinion revised Opinions GQ-181 of 1998 and GQ-22 of 1994, accepted paragraph 1 of article 1 of Law No. 5,709/1971 and article 1 of Decree No. 74,965/1974 (which regulates Law No. 5,709/1971), in the light of the Brazilian Federal Constitution of 1988, and considered companies headquartered in Brazil with majority foreign ownership that grants their owners the power to influence the resolutions of the general meeting, to elect the majority of the company’s directors and to direct the company’s business activities and guide the functioning of the company’s corporate governance bodies, for the purposes of Law No. 5,709/1971, as foreign companies. As a result, Brazilian companies treated as foreign companies for the purposes of Law No. 5,709/1971 became subject to restrictions on the acquisition of rural properties in Brazil, under the terms of Law No. 5,709/1971 and Decree No. 74,965/1974. Under Article 23 of Federal Law No. 8,629/1993, the same restrictions apply to the leasing of rural properties by foreigners.
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Article 9 of Decree No. 74,965, of November 26, 1974, which regulates Law No. 5, 709/1971, provides that the interested party wishing to obtain authorization to acquire a rural property must apply to INCRA stating: (i) whether or not they own other rural properties; (ii) whether, considering the new acquisition, their properties in the aggregate do not exceed an area equivalent to 50 indefinite exploitation modules (MEI), in a continuous or discontinuous area; (iii) the purpose for using the property, by means of the presentation of an exploitation project, if the area exceeds 20 MEIs. Article 12 of Decree No. 74,965/1974 provides that the interested party seeking approval of the project must submit it to the competent body, which is: (i) INCRA, for colonization; (ii) SUDAM and SUDENE, for agricultural and livestock projects located in their respective jurisdiction areas; and (iii) the Ministry of Industry and Commerce, for industrial and tourist projects, through the Industrial Development Council and the Brazilian Tourism Company, respectively. The project must be accompanied by documents showing, among other things: (i) the total area of the municipality where the property to be acquired is located; and (ii) the sum of the rural areas registered in the name of foreigners in the municipality, by nationality group. In addition, agricultural areas belonging to foreigners or Brazilian companies whose majority share capital is held by foreigners must not exceed 25% of the municipality’s surface area, up to 40% of which must not belong to foreigners or Brazilian companies whose majority share capital is held by foreigners of the same nationality, which means that the sum of agricultural areas belonging to foreigners or Brazilian companies whose majority share capital is held by foreigners of the same nationality must not exceed 10% of the surface area of the relevant municipality.
Since the approval of the AGU-LA-2010 Opinion, there has been no approval of acquisitions or leases by Brazilian companies whose majority share capital is held by foreigners by INCRA.
Law No. 13,986, of April 7, 2020, amended Law No. 5,709/91 and established that the limitations mentioned above do not apply to: (i) the constitution of real estate collateral or real guarantees (including the transfer of fiduciary ownership of real estate); and (ii) the settlement of debts arising from the execution of real estate collateral or real guarantees. Both exceptions favor Brazilian companies whose majority share capital is held by foreigners of the same nationality or foreign entities, which creates certain business opportunities.
In accordance with the applicable regulations, we are unable to identify with certainty what percentage of our share capital is held by foreign final beneficiaries. If the relevant authorities in Brazil conclude that we should be considered a foreign company for the purposes of Law No. 5,709/71, we may be subject to challenges involving acquisitions and leases made by the Company after the approval of the AGU-LA- 2010 Opinion, and the possible application of Law No. 5,709/71 could result in substantial delays in our future acquisitions of rural properties and our inability to obtain the necessary approvals. In addition, acquisitions made in breach of existing restrictions may be declared null and void.
The applicability of Law No. 5,709/71 is being discussed in the Original Civil Action (Ação Cível Originária) No. 2,463 and in the Action for Breach of Constitutional Provision (Ação de Descumprimento de Preceito Fundamental) No. 342, both before the Brazilian Supreme Court (STF). The first action (Original Civil Action No. 2,463) concerns the Opinion No. 461/2012-E of the General Inspectorate of Justice of the State of São Paulo (Corregedoria-Geral de Justiça do Estado de São Paulo), which established that notaries and real estate registry officials of the State of São Paulo would be exempt from complying with the restrictions imposed by Law No. 5,709/71 and by Decree No. 74,965/74. The second action (Action for Breach of Constitutional Provision No. 342), which is related to the first lawsuit, was filed on April 16, 2015 by the Brazilian Rural Society (Sociedade Rural Brasileira) questioning the applicability of paragraph 1, article 1, of Law No. 5,709/71 and consequently, of the opinion issued by the Federal Attorney General’s Office (AGU) in 2010.
A trial began before the Brazilian Supreme Court (STF) in February 2021, with the vote of the rapporteur Justice stating that the restrictions on companies considered to be controlled by a foreign entity must be maintained. A second Justice asked to pause the proceedings to review the file, thereby interrupting the trial, which was only resumed in June 2021, when the Justice presented his vote diverging from the rapporteur, confirming the inapplicability of the restrictions. As of the date of this Annual Report, a final judgment is still pending, and Brasilagro is not able to provide an estimate of the timeframe for a final judgment to be issued by the Supreme Court. Depending on the final decisions of these pending lawsuits, Brasilagro may need to modify its business strategy and intended practices in order to be able to acquire agricultural and rural properties.
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Regulation and Argentine Government Supervision
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.
Leases
On December 20, 2023, President Milei enacted Emergency Decree No. 70/2023, which introduced amendments to certain provisions applicable to lease agreements, including the repeal of Law No. 27,551 and the amendment of specific articles of the Argentine Civil and Commercial Code. The Decree 70/2023 became effective on December 29, 2023. The principal changes introduced with respect to real estate lease agreements include the following:
1. Elimination of statutory minimum lease terms. The statutory minimum terms previously applicable to real estate lease agreements have been eliminated. Accordingly, as from the effective date of the Decree No. 70/2023, lease agreements for real estate, regardless of their intended use (residential or otherwise), may be entered into for such term as may be agreed by the parties. In the absence of an express contractual term, the default terms under the Civil and Commercial Code shall apply: two years for permanent housing with or without furniture, three years for all other purposes, and, in the case of temporary leases, the term established by the customs and practices prevailing at the location of the leased property.
2. Currency and adjustment mechanisms. The Decree No. 70/2023 expressly authorizes the rent to be denominated either in legal tender (Argentine pesos) or in foreign currency (U.S. dollars, euros, etc.). Where rent is denominated in foreign currency, the tenant may not compel the landlord to accept payment in any other currency (e.g., pesos). The parties may freely determine the index applicable to rent adjustments. In the event the index selected by the parties ceases to be published, the official index of similar characteristics published by INDEC shall apply. In the case of leases denominated in foreign currency, if the selected index ceases to be published, the applicable index shall be the official index of similar characteristics performing the same function in the jurisdiction of the currency of payment.
3. Payment frequency and guarantees. The parties may freely determine the frequency of rent payments, provided that such frequency is not less than one month. Accordingly, advance payments covering future periods of the lease term may be agreed (e.g., six months, one year, etc.). The parties may also freely agree upon the amount and currency of security deposits and guarantees.
Limitations on lease terms. Pursuant to the Civil and Commercial Code, the maximum duration of lease agreements cannot exceed fifty years for any purpose (with a maximum of twenty years for residential leases). In practice, lease agreements in Argentina generally range between three and ten years.
Right of early termination. The Decree No. 70/2023 further provides that tenants may unilaterally terminate the agreement at any time, without prior notice or minimum elapsed term, subject to the payment of an early termination penalty equal to ten percent (10%) of the rent outstanding for the remainder of the contractual term, calculated from the date of notification of termination through the contractually agreed expiration date.
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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 lease 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.
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
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.
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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.
Other Regulations
Consumer Relations. Consumer or End User Protection. The Argentine Constitution expressly states in Article 42 that consumers and users of goods and services have the right to protection of their health, safety, and economic interests in consumer relationships. Law No. 24,240 on Consumer Protection, along with its amendments, regulates various issues concerning the protection of consumers and end users within a consumer relationship, both in arrangements and contract formation. The purpose of the Consumer Protection Law, as well as the relevant parts of the Argentine Civil and Commercial Code, is to regulate the constitutional right granted to the weaker party in a consumer relationship. It aims to prevent potential abuses arising from the stronger bargaining position of products and service providers in a market economy where standardized contracts or adhesion to pre-established general clauses are common.
For this reason, the Consumer Protection Law and the Argentine Civil and Commercial Code consider certain contractual provisions in agreements with consumers or end users to be null and void. These include clauses that:
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Additionally, the Consumer Protection Law imposes penalties that can be applied independently or joinly ranging from warnings and fines of 0.5 to 2,100 times the basic food basket for a household (as published by the INDEC), to the seizure of goods, closure of an establishment for up to 30 days, suspension of up to 5 years from state supplier registries, and even the loss of concessions, privileges or special tax or credit regimes enjoyed by the sanctioned party.
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The Consumer Protection Law and the Argentine Civil and Commercial Code define consumers or end users as individuals or legal entities who acquire or use goods or services, for a fee or for free, for final use or for their own benefit, or the benefit of their family or social group. Both laws also consider anyone who, without being a party to a consumer relationship, acquires or uses goods or services as a consequence of or on the occasion of such a relationship, for a fee or for free, for their own final use or for the benefit of their family or social group, to be equivalent to consumers.
Furthermore, the Consumer Protection Law defines providers of goods and services as individuals or legal entities, both public and private, who, professionally, even if occasionally, produce, import, distribute or market goods or provide services to consumers or users.
The Argentine Civil and Commercial Code defines a consumer contract as one entered into between a consumer or end user and an individual or legal entity acting professionally or occasionally, or with a private or public company that produces goods or provides services, whose purpose is the acquisition, use or enjoyment of goods or services by consumers or users for their private, family or social use.
It is important to note that the legal protection granted to consumers and end users covers the entire consumer relationship, from the product or service offer itself, and not just the contractual stage or its consequences.
The Consumer Protection Law establishes a system of joint liability, meaning that for damages caused to a consumer resulting from a defect or risk in the product or service provided, the producer, manufacturer, importer, distributor, provider, seller and anyone who has put their brand on the product or service will be held liable.
The Consumer Protection Law excludes services provided by liberal professionals who require a university degree and a license granted by officially recognized professional organizations or government authorities. However, the law does regulate the advertising fot the services of these professionals.
The Consumer Protection Law stipulates that the information included in an offer directed at an undetermined number of potential consumers, is binding on the offeror during the offer period and until its public revocation. It also determines that the specifications included in advertisements, announcements, brochures, circulars or other media are binding on the offeror and are considered part of the contract concluded with the consumer.
Through Resolution No. 104/05 of the Technical Coordination Secretariat of the Ministry of Economy, Mercosur Common Market Group Resolution No. 21/2004 was incorporated into the Consumer Protection Law. This resolution requires all those engaged in commercial activities on the internet (e-business) to clearly and precisely disclose the characteristics of the products and/or services offered and the terms and conditions of sale. Failure to comply with the terms of the offer is considered an unjustified refusal to sell and is subject to penalties.
In 2014, through Law No. 26,993, the "System for Conflict Resolution in Consumer Relationships" was established, which included the Pre-litigation Conciliation Service in Consumer Relationships (“COPREC” and in Spanish “Servicio de Conciliación Previa en las Relaciones de Consumo”). This service allowed consumers and end users to file claims for amounts not exceeding a fixed sum equivalent to 55 times the minimum vital and mobile wage. However, the Argentine Government dissolved the COPREC through Decree 55/2025, which was in effect until February 2025. Consumers can still file their claims for free through administrative channels, such as the Single Window for Consumer Protection or various municipal and provincial offices.
Specifically, in the City of Buenos Aires, claims can be filed for free either through the City's Consumer Protection office or via the "Mi Reclamo" portal of the City's Council of the Judiciary. These prior instances must be exhausted before a judicial claim can be filed. The jurisdiction of the former National Consumer Court was transferred to the Court of Administrative, Tax, and Consumer Relations of the City of Buenos Aires, which is governed by Law 6407. This law created the Procedural Code for Justice in Consumer Relations in the City of Buenos Aires, giving this court jurisdiction over all consumer disputes within the city.
Additionally, in the City of Buenos Aires, consumers can seek a pre-litigation mediation under Law 26,589. If the claim is not resolved, they can initiate a judicial process with the ordinary National Justice system. It is expected that a considerable portion of the claims filed against us will likely be resolved within these systems. We also must not forget the full validity of the existing administrative complaint channels in the provinces, where potential claims can also be filed.
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Antitrust Law
Argentina's Antitrust Law (Law No. 27,442) aims to prevent and punish anticompetitive practices by requiring administrative authorization for transactions that constitute an economic concentration, such as mergers, acquisitions of control, or transfers of goodwill.
A transaction must be filed with the National Commission for the Defense of Competition CNDC for analysis and authorization if the total business volume of the involved companies in Argentina exceeds 100 million Mobile Units (UM), a value that has been updated to ARS 1,102.28 by Resolution 21/2025 from the Secretariat of Industry and Commerce. The "total business volume" is defined as revenue from the sale of products, provision of services, and direct subsidies, excluding discounts and taxes.
While the filing can currently be made either before or within a week after the transaction, it's important to note that upon the establishment of the new CNDC, filings will only be accepted in advance. The CNDC has the power to authorize the transaction, subject it to certain conditions, or reject it. There are specific exemptions to the notification obligation, including when the transaction value and the value of assets in Argentina do not exceed 20 million UM (ARS 22,045,600,000).
However, the transaction must still be notified if the aggregate value of all transactions by the companies in the previous 12 months exceeds this same threshold, or 60 million UM (ARS 66,136,800,000) in the previous 36 months. As our consolidated annual sales volume and our parent’s consolidated annual sales volume exceeds the relevant thresholds, we must provide notice to the CNDC of any concentration unless an exception under Section 11 of the Antitrust Law applies.
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.
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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.
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 in that direction internally in our teams and externally through our value chain, operating as agents of social and environmental change. We seek to apply the best agricultural practices in our fields through the responsible use of natural resources and the most modern and sustainable technologies, with the mission of producing quality food for a growing world population.
The agricultural activity that we carry out allows us to interact with communities throughout the national territory since we have fields from Salta to Santa Cruz. We live daily with nature and the social challenges that each region offers us. We listen to the communities and give individual responses to each one in order to accompany them in their development.
We work with schools, community centers and NGOs throughout Argentina. In the eight rural schools located in Salta, Santa Fe and Chaco, we focus our Social Responsibility programs taking education, health, and environmental care as pillars, while we have made building improvements. In our property “Los Pozos”, located in the north of Argentina and where have six rural schools, many students are already attending and graduating from high school remotely through satellite internet and we plan to improve the educational level by working together with civil organizations.
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We promote transformations that boost economic activity in the territory, hand in hand with access to social, health and educational services, as well as housing and better infrastructure, including communications technology. Our view of development goes beyond business profitability and adds aspects associated with quality of life, in its broadest sense. The company contributes with its own role, but also aims to be an actor in innovation, social cohesion, and the construction of possibilities.
Environmental management
Environmental management is a commitment assumed by CRESUD, which is declared through its Environmental Policy, and manifests itself in everyday management.
| · | We are committed to the environment. |
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| · | We 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 a growing production. |
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| · | We care about the relationship with our people and the communities where we choose to work, of which we are a part. |
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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 work towards continuous improvement and compliance with current legislation and regulations, including those to which we voluntarily subscribe. |
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| · | We are part of a process of cultural change, which we share and extend to the people with whom we interact. |
We are aware of the impacts caused by the activities we develop, and we strive to prevent and mitigate them. The responsible management of natural and human resources and the protection of the environment is part of our daily tasks:
| · | We comply with applicable and current regulations at the municipal, provincial, and national levels. |
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| · | We evaluate the environmental aspects and impacts of our operations and take prevention and control measures to reduce and mitigate them: We work in interdisciplinary teams to address the impacts and prevention and control measures. |
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| · | We make rational and efficient use of natural resources, applying the best practices in our fields, homes, and offices. |
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| · | We promote differentiated waste management through reduction, reuse, and recycling. |
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| · | The gates of our fields are open to the community, regulatory bodies, customers, suppliers, employees, and other interested parties to share our work model, technological innovations and the results achieved. |
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Environmental Certifications
2BSvs program (Biomass Biofuels Sustainability voluntary scheme):
The 2BSvs certification is a French scheme, which applies to the European Union, aimed at the sustainable production of biomass. It is relevant for producers, in which sustainability criteria are established for the use in biofuels. The raw material must come from lands that have been agricultural as of January 1, 2008. There must be documentary traceability between the soybeans produced and the biodiesel distributed in Europe. Biofuels must demonstrate GHG (greenhouse gas) emissions savings of 35% compared to fossil fuel, among other aspects related to good agricultural, environmental, social and labor practices.
During the 2024/2025 campaign, we certificated a volume of 970 tons under this program.
RTRS (Round Table on Responsible Soy):
The RTRS standard, renowned in the agricultural sector and highly valued by the international market, recognizes the Company's commitment to compliance with laws and good business practices, the provision of good working conditions, respect and relationship with local communities, care for the environment and production under good agricultural practices.
This standard guarantees zero deforestation and zero conversions in soy production, taking 2009 as the cut-off date for native forest. The RTRS certification for Responsible Soy Production is valid for five years and involves mandatory annual follow-up audits.
CRESUD began 2023 certifying soybean lots under RTRS standards at the El Tigre farm, located in La Pampa. In 2024, we incorporated the La Gramilla farm, in the province of San Luis.
For 2025, we decided to expand certification to more owned farms, such as San Pedro (province of Entre Ríos) and Los Sauces (La Pampa), and also to leased farms: Los Talas (Entre Ríos), Chapultepec and El Descanso (province of Buenos Aires), and two additional farms: El Chara and La Celia, located in the province of Córdoba.
With this expansion, we reached a total of 18,875 hectares of certified soybean and corn, both in owned and leased farms.
Triple S (Sustainably Sourced and Supplied):
Triple S is a certification scheme provided by Cargill and Aapresid, implemented through Aapresid Certifications, which guarantees to its customers abroad that the products meet the following criteria:
| 1. | that they have been produced with biomass grown in fields that were in production before January 2008, respecting deforestation regulations; |
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| 2. | that the greenhouse gas savings are consistent with those required in the European Union, throughout the entire value chain, including production, transportation, and processing; and |
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| 3. | that biomass producers have a commitment to rural workers and their working conditions. |
During the 2024/2025 season, we marketed a volume of 5,400 tons under this program.
ProTerra Program:
The ProTerra Standard is based on the Basel Criteria for Responsible Soy Production, published in 2004. It has four basic objectives:
| 1. | Promote good agricultural practices. |
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| 2. | Guarantee the supply of NON-GMO ingredients for feed and food, sustainably produced and with complete traceability. |
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| 3. | Protect the environment. |
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| 4. | Encourage that rural workers and communities are treated with dignity and respect. |
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The packaging seal of ProTerra products is a means by which they can communicate directly to consumers and interested parties their commitment to sustainability and non-GMO use. The ProTerra seal guarantees the consumer that the product was produced in a sustainable and traceable manner and meets NON-GMO requirements.
During the 2024/2025 campaign we allocated a total of 8,264.6 hectares of NON-GMO crops in Argentina.
Indigo – Regenerative Agriculture Practices Valorization Program
During the 2024/2025 season, we participated with a volume of 18,500 tons of yellow corn and 6,000 tons of soybeans, from lots where valorized regenerative agricultural practices were implemented.
Among these practices are:
| · | No-till seeding |
| · | Cover crops |
| · | Use of biological products, among others. |
RWS (Responsible Wool Standard):
RWS is a global voluntary standard, which addresses the welfare of sheep and land management practices, providing key differentiation and full wool traceability. International Agricultural Organization (OIA), a leading certification company, audits each stage of the supply chain to ensure that all program requirements are met.
Products may contain 100% certified wool or blends, ranging from 5% to 99% certified wool. Only products containing 100% certified wool can be labeled with the RWS logo. The advantages are the protection of animal welfare, the preservation of the health of the land and the traceability of the supply chain.
Our 8 de Julio farm, located in the province of Santa Cruz, received the RWS certification in April 2022 on good practices in shearing.
Technological innovation
We know that investment in new technologies contributes not only to productive efficiency but also to the development of a sustainable and efficient activity in the use of resources. It is because of that:
| · | We strive to implement good agricultural practices such as crop rotation, direct seeding, integrated pest management. |
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| · | We use inputs efficiently to ensure the maximum return with the minimum environmental impact. Using tools such as directed applications of agrochemicals as well as variable planting by adjusting the number of seeds and fertilizers. |
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| · | Through the flight of unmanned aircraft with remote sensors, we monitor crops and obtain vegetation indices for a better agronomic diagnosis. |
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| · | Using satellite images, soil maps and rainfall maps, we define the capacity for land use and carry out activities based on their suitability, whether for livestock or agriculture. Soil analyzes are carried out every year to assess their condition and if any correction is needed based on the crop to be planted. We are working with INTA to define an indicator that can help us monitor the state of our soils and their evolution. |
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| · | Every year we increase the area of “cover crops”. With the aim of improving soil fertility and water quality, controlling weeds and pests, and increasing biodiversity in agroecological production systems (Lu et al, 2000). Reducing the use of fertilizers and phytosanitary products, making a more rational and efficient use of water, whether from rain or irrigation. |
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| · | We also work on the integrated control of pests and weeds, carrying out constant monitoring and applications. In the case of weeds through the "WeedSeeker" technology, which applies phytosanitary products only where the weeds are found. In this way we reduce the unnecessary use of chemical products protecting the soil, water, flora, and local fauna. |
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| · | A large part of the planting area is carried out using variable planting technology, determining the potential of each environment within each lot with the aim of improving the use of inputs and making an optimal distribution of them, whether seeds or fertilizers. In some cases, the "Precision Planting" system is used to further improve planting quality. |
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| · | We carry out quality controls in all our tasks, sowing, harvesting, spraying, fertilization, etc. In addition, checks are carried out on each of our machines, before and during the work, to have the best quality in all our work. |
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| · | In irrigation, soil moisture, forecasts and satellite images are permanently monitored, to use the least amount of water possible. We have underground drip irrigation that increases the efficiency of the system, avoiding resource losses due to evapotranspiration. The groundwater is also monitored to ensure that there are no agrochemical residues. |
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| · | All the farms have meteorological stations for weather monitoring and the possibility of making productive decisions. |
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| · | Monitoring of natural resources is carried out through measurements of energy consumption, water, flora and fauna, quality of productive and reserve soils. |
Fundación IRSA
Fundación IRSA was created in 1996 with the aim of fostering initiatives that promote the integral development of individuals, with a special focus on education, human well-being, and social inclusion and support to vulnerable communities. 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 three action areas that chart innovative towards a more equitable and integrated community. These pillars are:
| · | Education: We promote education, access to culture and educational research as key tools for personal and collective development. Through programs and partnerships, we foster opportunities in both formal and non-formal settings, with an approach based on diversity and identity. Since our inception, we have financed the Education Observatory, which generates reliable data to improve public education policies. Since 2024, we have been part of the governance body of the Literacy and Secondary Education Advocacy Table of the Group of Foundations and Companies (GDFE). In addition, for the tenth consecutive year, we will support more than 60 tertiary students in their Nursing studies, contributing to their entry into the healthcare system. |
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| · | Human well-being: We understand well-being as a comprehensive right that encompasses the physical, emotional and social dimensions. Since 2014, we have contributed state-of-the-art equipment and technology to hospitals and healthcare centers throughout the country. In addition, we work alongside specialized organizations addressing specific diseases, and promote the ongoing training of healthcare professionals, understanding that access to quality medical care requires not only resources, but also continuous training and updating. Through the Nutrir Program, we provide sustained support to 10 community kitchens with the supply of fresh food, including meat, fruits, vegetables and dairy products. In 2025, the program expanded with new partners and kitchens, and strengthened its coordination with organizations dedicated to food recovery. |
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| · | Insertion / inclusion: We address two core challenges: employability and the prevention of violence. We support Asociación Civil Diagonal, which provides training and assistance to people over 45 years of age, and finance the +45 Observatory, which produces knowledge on the labor challenges faced by this age group. With respect to violence, we are the main funder of the Observatory on Initial Practices for Addressing Child Abuse, and we work together with “Red por la Infancia” in the development of certifications, prevention guidelines and protocols for educational, community and tourism environments, in order to guarantee childhoods free of violence. |
New Lines of Action
In 2025, we began to explore emerging topics such as mental health and active longevity, with the objective of identifying opportunities for innovative intervention in response to growing challenges that affect people’s well-being. These lines pave the way for new partnerships and proposals that reinforce our vision of comprehensive human development.
We explore new emerging topics such as mental health and active longevity, recognizing their increasing social relevance.
Our Commitment
In 2025, we worked with more than 79 social organizations and made a direct social investment of ARS 828,894,598.
We evaluate our projects through qualitative and quantitative indicators that allow us to continuously improve. Looking ahead, we renew our commitment to active listening, knowledge generation and on-the-ground engagement to build collective solutions with real and sustainable impact.
“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 17 years, more than 5,500 young people have received free training, and today more than 350 have found employment in areas related to their training at the institution. This sustained growth reaffirms the “Puerta 18” Foundation’s commitment to building real opportunities for youth. Thanks to the recognition from the IGJ (General Inspection of Justice) so that, under Section 81c, donations continue to be deductible from income tax, which has allowed us to strengthen partnerships with companies and expand the impact of our actions.
“Puerta 18” Foundation’s educational approach continues to be centered on the interests and needs of each young person. Educators act as facilitators, promoting meaningful learning in disciplines such as Graphic Design, Photography, UX, Programming, Video Production, 3D Modeling and Animation, Video Games, Robotics, among others. In addition, the Foundation has a Child and Youth Protection Policy, designed in line with the guidelines of international organizations, which ensures a safe, respectful and caring environment for all participants.
Currently, the Foundation offers activities for an average of over 70 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 80 young people to continue their educational studies at other institutions, expanding their social capital, deepening their knowledge, and significantly improving their job prospects.
During 2025, “Puerta 18” Foundation consolidated significant institutional progress that strengthened its mission of supporting young people in the development of their educational, personal and professional paths. A new specific role focused on job intermediation was incorporated, with the objective of enhancing support in the transition to the labor market, providing concrete tools for professional integration.
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The space for young people between 13 and 18 years of age was selected as a venue for ACAP (Workplace Orientation Activities) of the Government of the City of Buenos Aires. These pedagogical experiences in the field, aimed at fifth-year high school students, seek to bring them closer to the labor market, cultural activities and higher education, promoting meaningful learning in real contexts and strengthening their life projects. With the expectation of receiving more than 100 students during the year, this initiative expands the Foundation’s reach and its articulation with the formal education system.
In line with its commitment to the third sector, diversity and inclusion, the Foundation established new partnerships with entities such as Contratá Trans, promoting equity in recruitment and hiring processes, and Fundación Navarro Viola, which works with elderly people, generating intergenerational exchange and mutual learning opportunities. In addition, “Puerta 18” Foundation became a member of RACI (Argentine Network for International Cooperation), a network that connects organizations to strengthen institutional capacities and foster international cooperation. Through this membership, it participates in training, coordination and institutional strengthening spaces, sharing experiences and best practices with other institutions in the country.
Strategic alliances were also maintained with Asociación Civil Minu, with whom the educational video game C35: Misión Derechos was developed, an interactive initiative aimed at adolescents to promote knowledge and exercise of their rights. Along the same lines, together with Fundación Encontrarse —which works for a more just, inclusive and diverse society—, spaces for exchange were promoted that enriched the institutional proposal.
On the communications front, the Foundation began a new stage with the agency Alurralde, Jasper y Asociados, professionalizing its external communications strategy and strengthening its institutional positioning. Within this framework, a comprehensive renewal of the website (puerta18.org.ar) was carried out, improving the browsing experience and access to information for young people, families, donors and partners.
The relationship with IRSA was also deepened. In this context, new job placements of graduates were achieved in the technology area, reaffirming the impact of “Puerta 18” Foundation’s training model and its capacity to generate real employment opportunities. This strategic partnership was further strengthened through the participation of employees as volunteers, who offered career coaching sessions, talks on personal finance and guidance on human resources, thereby enhancing participants’ soft skills and preparedness for the labor market. Likewise, an employee carried out her professional practice as a Social Work student at the Foundation, reflecting the virtuous circle promoted by this partnership and the potential to continue building shared spaces for learning, inclusion and professional development.
“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.
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.
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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 850,000 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
Subsidiaries and associated companies
The following table includes a description of our direct subsidiaries and associated companies as of June 30, 2025:
Companies |
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Agro-Uranga S.A. |
| 34.86 (1) |
| Agro-Uranga S.A. is an agricultural company which owns 2 farmlands (Las Playas and San Nicolás) that have 8.299 hectares on the state of Santa Fe and Córdoba. |
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Uranga Trading S.A |
| 34.86 (1) |
| Uranga Trading S.A. is committed to facilitate and optimally manage the trade of grains of the highest quality, locally and internationally. |
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Brasilagro Companhia Brasileira de Propiedades Agrícolas |
| 35.22(2)(3) |
| Brasilagro is mainly involved in four areas: sugar cane, crops and cotton, forestry activities, and livestock. |
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Futuros y Opciones.Com S.A. |
| 51.21 |
| A leading agricultural web site which provides information about markets and services of economic and financial consulting through the Internet. The company has begun to expand the range of commercial services offered to the agricultural sector by developing direct sales of supplies, crops brokerage services and cattle operations. |
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Amauta Agro S.A. |
| 98.25(4) |
| Amauta Agro S.A.’s purpose is to engage, in its own name or on behalf of or associated with third parties, in activities related to the production of agricultural products and raw materials, export and import of agricultural products and national and international purchases and sales of agricultural products and raw materials. |
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FyO Acopio S.A. |
| 98.25(4) |
| FyO Acopio S.A. is principally engaged to the warehousing of cereals and brokering of grains. |
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Helmir S.A. |
| 100 |
| Helmir S.A. is involved in investments in entities organized in Uruguay or abroad through the purchase and sale of bonds, shares, debentures and any kind of securities and commercial paper under any of the systems or forms created or to be created, and to the management and administration of the capital stock it owns on companies controlled by it. |
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IRSA Inversiones y Representaciones Sociedad Anónima |
| 54.06(2) |
| It is a leading Argentine company devoted to the development and management of real estate. |
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Jofshi S.A.U. |
| 100 |
| It is engaged in investments, real estate development, and property management. Its activities include the acquisition, exploitation, and commercialization of real estate assets, as well as participation in real estate projects both locally and abroad. |
(1) | Includes Jofshi S.A.U.’s interest. |
(2) | Excludes effect of treasury stock. |
(3) | Includes Helmir’s interest. |
(4) | Includes Futuros y Opciones.Com S.A.’s interest. |
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D. Property, Plants and Equipment
Overview of Agricultural Properties
As of June 30, 2025, we owned, together with our subsidiaries, 27 farmlands, which have a total surface area of 578,217 hectares.
The following table sets forth our properties’ size (in hectares), primary current use and book value. The market value of farmland is generally higher the closer a farmland is located to Buenos Aires:
| Facility | Province | Country | Gross Size (in hectares) | Date of Acquisition | Primary Current Use | Net Book Value (ARS Millions) (1) | |
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| El Recreo | Catamarca | Argentina | 12,395 | May ’95 | Natural woodlands | 585 |
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| Los Pozos | Salta | Argentina | 231,746 | May ’95 | Cattle/ Agriculture/ Natural woodlands | 72,870 |
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| San Nicolás/Las Playas (2) | Santa Fe/Córdoba | Argentina | 2,893 | May ‘97 | Agriculture/ Dairy | 34,925 |
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| La Gramilla/ Santa Bárbara | San Luis | Argentina | 7,072 | Nov ‘97 | Agriculture Under irrigation | 24,192 |
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| La Suiza | Chaco | Argentina | 26,371 | Jun ‘98 | Agriculture/ Cattle | 24,708 |
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| El Tigre | La Pampa | Argentina | 7,860 | Apr ‘03 | Agriculture/ Dairy | 16,091 |
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| San Pedro | Entre Rios | Argentina | 3,584 | Sep ‘05 | Agriculture | 16,408 |
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| 8 De Julio/ Estancia Carmen | Santa Cruz | Argentina | 100,911 | May ‘07/ Sep ‘08 | Sheep | 4,299 |
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| Administración Cactus | San Luis | Argentina | 171 | Dec ‘97 | Natural woodlands | 456 |
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| Los Sauces | La Pampa | Argentina | 1,250 | Jun ‘23 | Agriculture | 6,236 |
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| Finca Mendoza | Mendoza | Argentina | 674 | Mar ‘11 | Natural woodlands | 415 |
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| Establecimiento Mendoza | Mendoza | Argentina | 9 | Nov’03 | Natural woodlands | 1,996 |
14/27 |
| Brasilagro (3) | Brazil / Bolivia / Paraguay | 183,281 | Agriculture/ Forestry/Cattle | 365,448 | ||
| 578,217 | 568,629 |
(1) | Acquisition costs plus improvements and furniture necessary for the production, less depreciation. |
(2) | Hectares and carrying amount in proportion to our 34.86% interest in Agro-Uranga S.A. |
(3) | See the section “Overview of Brasilagro’s Properties”. |
Overview of BrasilAgro’s Properties
As of June 30, 2025, we owned, together with our subsidiaries, 14 farmlands, which have a total surface area of 183,281 hectares, acquired at a highly convenient value compared to the average of the region, all of them with a great appreciation potential.
Total Area | Net book Value | ||||
Properties | Place | (ha) | Use | (ARS Million) | (USD Million) |
Jatobá Farmland | Jaborandi/BA | 8,868 | Agriculture | 45,116 | 37 |
Alto Taquari Farmland | Alto Taquari/MT | 1,373 | Agriculture | 711 | 1 |
Chaparral Farmland | Correntina/BA | 24,841 | Agriculture | 37,325 | 31 |
Nova Buriti Farmland | Januária/MG | 24,212 | Forestry | 5,461 | 5 |
São José Farmland | Maranhão/MA | 17,566 | Agriculture | 27,753 | 23 |
Marangatu/ Udra Farmlands | Boqueron Paraguay | 58,722 | Agriculture | 60,645 | 50 |
Arrojadinho Farmland | Barreiras/BA | 16,644 | Agriculture | 40,441 | 34 |
Rio do Meio Farmland | Correntina/BA | 5,753 | Agriculture | 40,504 | 34 |
Serra Grande Farmland | Piaui/BA | 4,489 | Agriculture | 9,776 | 8 |
Las Londras/San Rafael/ La Primavera | Bolivia | 10,020 | Agriculture | 30,555 | 25 |
Panamby Farmland | Mato Grosso/BA | 10,793 | Agriculture | 67,161 | 56 |
183,281 | 365,448 | 303 | |||
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Overview of Urban Properties and investment business
The Company owns and operates properties for administrative, commercial, and rental use in Argentina. These assets are measured at fair value or at cost less accumulated depreciation, depending on the asset type, and there are no significant environmental issues affecting their utilization.
The following table sets forth certain information about our properties for the Urban Properties and investment business as of June 30, 2025:
Property (6) |
| Date of Acquisition |
| Leasable/ Sale m2 / Rooms (1) |
| Location |
| Net Book Value ARS (2) |
| Use |
| Occupancy rate (%) |
Bouchard Plaza 551 |
| Mar-07 |
| — |
| City of Buenos Aires, Argentina |
| 3,670 |
| Office Rental |
| N/A |
Intercontinental Plaza building |
| Dec-14 |
| 2,979 |
| City of Buenos Aires, Argentina |
| 8,817 |
| Office Rental |
| 100.00 |
Dot building |
| Nov-06 |
| 11,242 |
| City of Buenos Aires, Argentina |
| 44,174 |
| Office Rental |
| 100.00 |
Zetta building |
| May-19 |
| 32,173 |
| City of Buenos Aires, Argentina |
| 151,697 |
| Office Rental |
| 99.30 |
Phillips building |
| Jun-17 |
| 7,940 |
| City of Buenos Aires, Argentina |
| 22,465 |
| Office Rental |
| 75.30 |
Other Properties(5) |
| N/A |
| N/A |
| City of Buenos Aires, Argentina / Detroit U.S |
| 34,793 |
| Other Rentals |
| N/A |
Abasto Shopping |
| Nov-99 |
| 37,253 |
| City of Buenos Aires, Argentina |
| 202,861 |
| Shopping Mall |
| 98.90 |
Alto Palermo |
| Dec-97 |
| 20,715 |
| City of Buenos Aires, Argentina |
| 221,508 |
| Shopping Mall |
| 98.90 |
Alto Avellaneda |
| Dec-97 |
| 39,849 |
| Province of Buenos Aires, Argentina |
| 154,425 |
| Shopping Mall |
| 93.00 |
Alcorta shopping (15) |
| Jun-97 |
| 15,845 |
| City of Buenos Aires, Argentina |
| 136,903 |
| Shopping Mall |
| 98.40 |
Patio Bullrich |
| Oct-98 |
| 11,472 |
| City of Buenos Aires, Argentina |
| 63,883 |
| Shopping Mall |
| 91.00 |
Alto Noa Shopping |
| Mar-95 |
| 19,428 |
| City of Salta, Argentina |
| 42,708 |
| Shopping Mall |
| 96.40 |
Mendoza Plaza Shopping |
| Dec-94 |
| 41,511 |
| City of Mendoza, Argentina |
| 56,133 |
| Shopping Mall |
| 97.80 |
Alto Rosario Shopping |
| Nov-04 |
| 35,039 |
| City of Santa Fe, Argentina |
| 151,347 |
| Shopping Mall |
| 100.00 |
Córdoba shopping (11) |
| Dec-06 |
| 15,604 |
| City of Córdoba, Argentina |
| 44,615 |
| Shopping Mall |
| 99.30 |
Dot Baires Shopping |
| May-09 |
| 48,373 |
| City of Buenos Aires, Argentina |
| 143,385 |
| Shopping Mall |
| 99.30 |
Terrazas de Mayo |
| Dec-24 |
| 33,703 |
| Province of Buenos Aires, Argentina |
| 36,139 |
| Shopping Mall |
| 88.60 |
Soleil Premium Outlet |
| Jul-10 |
| 15,673 |
| Province of Buenos Aires, Argentina |
| 76,716 |
| Shopping Mall |
| 100.00 |
Distrito Arcos |
| Dec-14 |
| 14,502 |
| City of Buenos Aires, Argentina |
| 32,604 |
| Shopping Mall |
| 100.00 |
Alto Comahue |
| Mar-15 |
| 11,703 |
| City of Neuquén, Argentina |
| 61,731 |
| Shopping Mall |
| 99.10 |
Patio Olmos |
| Sep-07 |
| — |
| City of Córdoba, Argentina |
| 10,023 |
| Shopping Mall |
| N/A |
Beruti Parking Space |
| N/A |
| — |
| City of Buenos Aires, Argentina |
| 4,755 |
| Shopping Mall |
| N/A |
Caballito –Ferro plot of land |
| Jan-99 |
| — |
| City of Buenos Aires, Argentina |
| 37,311 |
| Land Reserve |
| N/A |
Luján plot of land |
| May-08 |
| 1,152,106 |
| Province of Buenos Aires, Argentina |
| 9,890 |
| Mixed uses |
| N/A |
Ramblas del Plata |
| Jul-97 |
| 693,446 |
| City of Buenos Aires, Argentina |
| 419,278 |
| Other Rentals |
| N/A |
Beruti and Coronel Diaz building |
| Jun-22 |
| — |
| City of Buenos Aires, Argentina |
| 10,627 |
| Other Rentals |
| N/A |
Paseo Colon 245 Building |
| May-23 |
| — |
| City of Buenos Aires, Argentina |
| 5,931 |
| Other Rentals |
| N/A |
261 Della Paolera |
| Dec-20 |
| 3,740 |
| City of Buenos Aires, Argentina |
| 25,716 |
| Offices and Other Rentals |
| 100.00 |
Other Land Reserves (4) |
| N/A |
| N/A |
| City and Province of Buenos Aires |
| 96,475 |
| Land Reserve |
| N/A |
Other Developments (14) |
| N/A |
| N/A |
| City of Buenos Aires, Argentina |
| 650 |
| Properties under development |
| N/A |
Buildable potentials (13) |
| N/A |
| N/A |
| City of Buenos Aires, Córdoba and Santa Fé |
| 43,945 |
| Other Rentals |
| N/A |
Intercontinental Hotel (7) (12) |
| Nov-97 |
| 313 |
| City of Buenos Aires, Argentina |
| 12,157 |
| Hotel |
| 67.80 |
Libertador Hotel (8) (12) |
| Mar-98 |
| 200 |
| City of Buenos Aires, Argentina |
| 6,127 |
| Hotel |
| 54.60 |
Llao Llao Hotel (9)(10) (12) |
| Jun-97 |
| 205 |
| City of Bariloche |
| 26,365 |
| Hotel |
| 56.50 |
Others (3) |
| N/A |
| N/A |
| City and Province of Buenos Aires |
| 1,958 |
| 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, La Plata plot, Varela plot, Annexed to Alto Avellaneda Plot, Manzana 35 Caballito plot. |
(5) | Includes the following properties: Anchorena 665, Anchorena 545 (Chanta IV), Zelaya 3102 y 3103, Abasto Offices, Av Córdoba 633/637 building, La Adela, Libertador 498, Beruti 3330/3336/3358 Paseo del sol, Bankboston Tower. |
(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) | Includes buildable potentials related to the following shopping malls: Patio Bullrich, Alto Palermo, Córdoba Shopping and Alto Rosario. |
(14) | Includes PH Office Park. |
(15) | Includes “Ocampo parking spaces”. |
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Insurance
Agricultural Business
We carry insurance policies with insurance companies that we consider to be financially sound. We employ multi-risk insurance for our farming facilities and industrial properties, which covers property damage, negligence liability, fire, falls, collapse, lightning and gas explosion, electrical and water damages, theft, and business interruption. Such insurance policies have specifications, limits and deductibles which we believe are customary. Nevertheless, they do not cover damages to our crops. We carry directors and officer’s insurance covering management’s civil liability, as well as legally mandated insurance, including employee personal injury. We also provide life or disability insurance for our employees as benefits.
We believe our insurance policies are adequate to protect us against the risks for which we are covered. Nevertheless, some potential losses are not covered by insurance and certain kinds of insurance coverage may become prohibitively expensive.
The types of insurance used by us are the following:
Insured Property |
| Risk Covered |
| Amount Insured (in Millions of ARS) |
| Book Value (in Millions of ARS) |
|
Buildings, machinery, silos, installation and furniture and equipment |
| Theft, fire and technical insurance |
| 60,713 |
| 144,651 |
|
Vehicles |
| Theft, fire and civil and third parties liability |
| 2,199 |
| 1,387 |
|
Urban Properties and Investment Business
IRSA carries all-risk insurance for the 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. In addition, IRSA carries 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 executive orders. IRSA’s 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. IRSA also purchased civil liability insurance to cover our directors’ and officers’ liability.
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.
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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, 2025, 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, 2025). See “Item 3. Key Information - 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.”
Revenue recognition
The Company 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 Accounting Standards 15, the Company recognizes revenues over time from the sales of real estate developments in which there is no alternative use for the asset and the Company 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 Company 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.
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The Company’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.
Agricultural activities
Revenue from our agricultural activities comes primarily from sales of agricultural produce and biological assets, from provision of services related to the activity and from leases of farmlands.
We also provide agricultural-related (including but not limited to watering and feedlot services) and brokerage services to third parties. Revenue from services is recognized when services are effectively rendered.
We also lease land to third parties under operating lease agreements. Lease income is recognized on a straight-line basis over the period of the lease.
| · | Sale of goods |
Revenue from sales of grains and sugarcane sales is recognized when performance obligations are met, which consists of transforming the significant risks and benefits of ownership of the goods are transferred to the purchaser, usually when the products are delivered to the purchaser at the determined location, according to the agreed sales terms.
In the case of grains, the Company normally enters into forward contracts under which the Company is entitled to determine the sale price for the total or partial volume of grains sold, through the delivery date, based on formulas contractually agreed upon. In some cases, the formulas used to determine the sales price are stated in U.S. dollars.
Upon the delivery of grains, revenue is recognized based on the price determined for each client considering the foreign exchange rate on the delivery date when applicable. After the grains are delivered to the client, the quality and final weight are assessed, and the final price of the transaction is agreed upon, which result in adjusting the original contractual amounts, and any foreign exchange rate variation through the settlement date.
| · | Sale of farms |
Revenue from sale of farms is not recognized until performance obligations are met, which consists of: (i) the sale be in completed, (ii) the Company has determined that it is probable the buyer will pay, (iii) the amount of revenue can be measured reliably, and (iv) the Company has transferred all risks and rewards to the buyer and does not have a continuing involvement. Usually this coincides with the buyer making the first down payment, moment when the transfer of possession is completed, according to the contractual terms. The result from sales of farms is presented in the Consolidated Statement of Income and Other Comprehensive Income as “Gain from disposal of farmlands” net of the related cost.
| · | Sales of beef cattle |
Revenue from the sale of beef cattle is recognized when performance obligations are met, which consists of transferring the material risks and the benefits of cattle ownership to the buyer, usually when the cattle is delivered to the buyer at the specified place, in accordance with the terms of the sale agreed upon.
As for the sale of beef cattle, the Company’s operation consists basically of a project involving the production and sale of beef calves after weaning (this process is called rearing). However, some animals that prove to be infertile may be sold to meat packers for slaughtering. At Paraguay operations, the project consists in fattening and selling these animals for slaughtering. The pricing for sale of cattle is based on the market price of the arroba of fed cattle in the respective market (the arroba price is verified on the transaction date), the animal weight, plus the premium related to the category. The sale of cattle in Brazil and Paraguay operations, in turn, considers the price of the arroba of fed cattle or heifer/cow on the date of sale in the respective market, applied to carcass yields.
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Urban properties and investments activities
| · | Rental and services - Shopping malls portfolio |
Revenues derived from business activities developed in our shopping malls mainly include rental income under operating leases, admission rights, commissions and revenue from several complementary services provided to our lessees.
The Argentine Civil and Commercial Code section 1221 provides that tenants may rescind commercial lease within the initial six months by means of written notification. If option is used within the first year of the lease, the Tenant shall pay the Lessor, as compensation, the equivalent of one-and-a-half month’s rent, and one month’s rent if the tenant makes use of the option after that period. Given that the rule does not provide for advance notice, Lease Agreements include a provision whereby the lessee must give at least 60 days advance notice of its intention to terminate the lease. The exercise of such early termination could materially and adversely affect us.
We have determined that, in all operating leases, the lease term for accounting purposes matches the term of the contract. We concluded that, even though a lease is cancellable under law, tenants would incur significant “economic penalties” if the leases are terminated prior to expiry. We 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. We reached this conclusion based on factors such as: (i) the strategic geographical location and accessibility to customers of our 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 our 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 our tenants only have stores in shopping malls with a few or none street stores. See details in Note 24 to our Audited Consolidated Financial Statements.
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 usually adjusted at that time 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.
Tenants in our shopping malls are also generally charged a non-refundable admission right upon entering a lease contract or renewing an existing one. Admission rights are treated as additional rental income and recognized in the Consolidated Statement of Income and other Comprehensive Income on a straight-line basis over the term of the respective lease agreement.
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We act as our own leasing agent for arranging and closing lease agreements for our shopping malls properties and consequently earn letting fees. Letting fees are paid by tenants upon the successful closing of an agreement. A transaction is considered successfully concluded when both parties have signed the related lease contract. Letting fees received by us are treated as additional rental income and are recognized in the Consolidated Statement of Income and Other Comprehensive Income on a straight-line basis over the term of the lease agreements.
Our lease contracts also provide that common area maintenance charges and collective promotion funds of our 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. We make the original payment for such expenses, which are then reimbursed by the lessees. We consider 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 CPF to be used in advertising and promoting our 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.
Rental income from offices and other rental properties is recognized in the Consolidated Statement of Income and Other Comprehensive 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 our leases requires the tenant to reimburse us 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. We manage the majority of our own rental properties. We make the original payment for these expenses, which are then reimbursed by the lessees. We consider that we act as a principal in these cases. We accrue reimbursements from tenants as service charge revenue in the period the applicable expenditures are incurred and are 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 properties. Results from the sale of properties are recognized only when the posession has been transferred to the buyer. This normally takes place on unconditional exchange of contracts (except where payment or completion is expected to occur significantly after exchange). For conditional exchanges, sales are recognized when these conditions are satisfied.
IRSA also enters into barter transactions where IRSA normally exchanges undeveloped parcels of land with third-party developers for future property to be constructed on the bartered land and on occasion IRSA 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. IRSA generally requires the developer to provide guarantees in compliance with its obligations. If the developer does not accomplishment with its obligations, IRSA executes the guarantees granted through a monetary penalty.
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IRSA 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 transaction 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 Consolidated Statement of Income and Other Comprehensive 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, IRSA generally receives cash and 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”. The intangible asset is not adjusted in subsequent years unless it is impaired.
IRSA 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, IRSA may market residential apartments during construction or even before construction commences. In these situations, buyers generally surrender a down payment to IRSA with the remaining amount being paid when the developer completes the property and transfers it to IRSA, and IRSA in turn transfers it to the buyer or in installments. 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, IRSA is contractually obligated to return to the homebuyer any down payment received plus a penalty amount. IRSA may then seek legal remedy against the developer for non-performance of its obligations under the agreement. IRSA exercised judgment and considered that the most significant risk associated with the asset IRSA 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 |
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.
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.
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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, |
| |||||||||
|
| 2025 |
|
| 2024 |
|
| 2023 |
| |||
|
| (inter‑annual data) |
| |||||||||
GDP (1) |
|
| 6.3 | % |
|
| (1.7 | )% |
|
| (4.9 | )% |
Inflation (IPIM) (2) |
|
| 21.2 | % |
|
| 284.4 | % |
|
| 112.8 | % |
Inflation (CPI) |
|
| 39.4 | % |
|
| 271.5 | % |
|
| 115.6 | % |
Depreciation of the Peso against the U.S. dollar |
| (29.6 | %) |
| (255.0 | %) |
| (105.0 | %) | |||
Average exchange rate per USD 1.00 (3) |
| ARS 1,200.5 |
|
| ARS 910.5 |
|
| ARS 256.5 |
| |||
__________________
(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 22, 2025, the exchange rate was ARS 1,484.50 per U.S. dollar. |
Sources: INDEC and Banco de la Nación Argentina.
Argentine GDP increased 6.3% interannually during the second quarter of 2025, compared to a decrease of 1.7% in the same period of 2024. Nationally, shopping mall sales at current prices in the month of June 2025 relevant to the survey reached a total of ARS 592,710 million, which represents an increase of 27.8% compared to June 2024. Accumulated sales for the first six months of 2025 represent a 205.8% increase in current terms and a 1.7% decrease in real terms as compared to the same period of 2024. The monthly EMAE as of June 30, 2025, decreased by 0.7% compared to the previous month and 4.5% compared to the same month in 2024. As of June 30, 2025, the unemployment rate was at 7.6% of the country’s economically active population, compared to 7.6% as of June 30, 2024. On the other hand, in the second quarter of 2025, the activity rate stood at 48.1% compared to 48.5% in the same quarter of the previous year, while the employment rate was 44.5% compared to 44.8% in the second quarter of 2024.
Changes in short- and long-term interest rates, persistently high inflation and the recent increase in unemployment may reduce the availability of consumer credit and the purchasing power of individuals who frequent shopping malls. Although GDP showed a rebound in the first half of 2025, the decline in real sales at shopping malls indicates a weakening of consumption in this sector. 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 contraction in real consumption may adversely affect our revenues. In addition, a lower number of visitors to our shopping malls and, consequently, reduced demand for parking and other services, may also negatively impact our service income.
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) |
| |||||
2023 |
|
| 115.6 | % |
|
| 112.8 | % |
2024 |
|
| 271.5 | % |
|
| 284.4 | % |
2025 |
|
| 39.4 | % |
|
| 21.2 | % |
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.
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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 “Item 4. 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 agricultural business is highly seasonal due to its nature and cycle. The harvest and sale of crops (corn, soybean and sunflower) generally occurs from February to June. Wheat is harvested from December to January. Our operations and sales are affected by the growing cycle of the crops we process and by decreases during the summer in the price of the cattle we fatten. As a result, our results of operations have varied significantly from period to period, and are likely to continue to vary, due to seasonal factors.
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.
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.
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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 “Item 3. Key Information - 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 2025, 2024 and 2023, we sold and transferred floors of the building for a total area of approximately 1,197 sqm, 3,579 sqm and 9,500 sqm, respectively. As of June 30, 2025, IRSA retains its rights for 3 floors of the building with an approximate leasable area of 3,740 sqm.
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.
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Shopping malls
During the fiscal years ended June 30, 2024 and 2023, we maintained the same portfolio of operating shopping malls.
During fiscal year ended June 30, 2025, we incorporated “Terrazas de Mayo” to our portfolio after we completed the acquisition on December 3, 2024. This property is located in the Malvinas Argentina’s district, northwest of Greater Buenos Aires. The shopping mall has approximately 33,720 GLA sqm.
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: (i) agricultural business and (ii) urban properties and investment business.
Below is the segment information prepared as follows:
Agricultural business
| · | Agricultural production: segment consists of planting, harvesting and sale of crops as wheat, corn, soybeans, cotton and sunflowers; the sale of grain derivatives, such as flour and oil, breeding, purchasing and/or fattening of free-range cattle for sale to meat processors and local livestock auction markets.; agricultural services; leasing of the Company’s farms to third parties; and planting, harvesting and sale of sugarcane |
|
|
|
| · | Land transformation and sales: comprises gains from the disposal and development of farmlands activities. |
|
|
|
| · | Corporate: includes corporate expenses related to agricultural business. |
|
|
|
| · | Other segments: includes, principally, brokerage activities, among others. |
Urban properties and investments business
| · | Shopping Malls: includes results principally comprised of lease and service revenues related to rental of commercial space and other spaces in the shopping malls of the Company. |
|
|
|
| · | Offices: includes the operating results from lease revenues of offices, other rental spaces and other service revenues related to the office activities. |
|
|
|
| · | Sales and Developments: includes the operating results of the development, maintenance and sales of undeveloped parcels of land and/or trading properties. Real estate sales results are also included. |
|
|
|
| · | Hotels: includes the operating results mainly comprised of room, catering and restaurant revenues. |
|
|
|
| · | Others: includes the entertainment activities through ALG Golf Center S.A., La Rural S.A. and Buenos Aires Convention Center (Concession), We Are Appa investments in associates such as GCDI (former TGLT) and the financial activities carried out through Banco Hipotecario / BACS, as well as other investments in associates. |
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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:
| o | 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 Consolidated Statement of Income and Other Comprehensive 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. |
|
|
|
| o | 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). |
The assets’ categories reviewed by the CODM are: investment properties, property, plant and equipment, trading properties, inventories, rights to receive units under barter transactions, investments in associates and goodwill. The sum of these assets, classified by business segment, is disclosed as “reportable assets”. Assets are assigned to each segment based on operations and/or their physical location.
Most of the revenues from the operating segments are generated and the assets are physically located in Argentina, with the exception of part of the results of associates included in the “Other” 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.
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| Table of Contents |
Below is a summarized analysis of the lines of business for the year ended June 30, 2025:
|
| 06.30.2025 |
| |||||||||||||||||||||||||
|
| Agricultural business (I) |
|
| Urban Properties and Investment business (II) |
|
| Total segment information |
|
| Joint ventures (i) |
|
| Adjustments (ii) |
|
| Elimination of inter-segment transactions and non-reportable assets / liabilities (iii) |
|
| Total Statement of Income and Other Comprehensive Income/ Financial Position |
| |||||||
|
| (million of ARS) |
| |||||||||||||||||||||||||
Revenues |
|
| 448,266 |
|
|
| 374,662 |
|
|
| 822,928 |
|
|
| (2,172 | ) |
|
| 96,036 |
|
|
| (2,635 | ) |
|
| 914,157 |
|
Costs |
|
| (386,762 | ) |
|
| (87,606 | ) |
|
| (474,368 | ) |
|
| 204 |
|
|
| (96,575 | ) |
|
| (3 | ) |
|
| (570,742 | ) |
Initial recognition and changes in the fair value of biological assets and agricultural products at the point of harvest |
|
| 17,715 |
|
|
| — |
|
|
| 17,715 |
|
|
| — |
|
|
| — |
|
|
| 2,282 |
|
|
| 19,997 |
|
Changes in the net realizable value of agricultural products after harvest |
|
| 4,642 |
|
|
| — |
|
|
| 4,642 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 4,642 |
|
Gross profit / (loss) |
|
| 83,861 |
|
|
| 287,056 |
|
|
| 370,917 |
|
|
| (1,968 | ) |
|
| (539 | ) |
|
| (356 | ) |
|
| 368,054 |
|
Net gain from fair value adjustment of investment properties |
|
| 12,467 |
|
|
| 9,135 |
|
|
| 21,602 |
|
|
| (2,527 | ) |
|
| — |
|
|
| — |
|
|
| 19,075 |
|
Gain from disposal of farmlands |
|
| 41,992 |
|
|
| — |
|
|
| 41,992 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 41,992 |
|
General and administrative expenses |
|
| (42,463 | ) |
|
| (69,103 | ) |
|
| (111,566 | ) |
|
| 299 |
|
|
| — |
|
|
| 265 |
|
|
| (111,002 | ) |
Selling expenses |
|
| (59,225 | ) |
|
| (24,108 | ) |
|
| (83,333 | ) |
|
| 126 |
|
|
| — |
|
|
| 108 |
|
|
| (83,099 | ) |
Other operating results, net |
|
| 11,956 |
|
|
| (17,199 | ) |
|
| (5,243 | ) |
|
| (2 | ) |
|
| 344 |
|
|
| (93 | ) |
|
| (4,994 | ) |
Management fees |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (9,081 | ) |
|
| — |
|
|
| (9,081 | ) |
Profit / (loss) from operations |
|
| 48,588 |
|
|
| 185,781 |
|
|
| 234,369 |
|
|
| (4,072 | ) |
|
| (9,276 | ) |
|
| (76 | ) |
|
| 220,945 |
|
Share of (loss) / profit of associates and joint ventures |
|
| (1,034 | ) |
|
| 25,332 |
|
|
| 24,298 |
|
|
| 2,592 |
|
|
| — |
|
|
| — |
|
|
| 26,890 |
|
Segment profit / (loss) |
|
| 47,554 |
|
|
| 211,113 |
|
|
| 258,667 |
|
|
| (1,480 | ) |
|
| (9,276 | ) |
|
| (76 | ) |
|
| 247,835 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reportable assets |
|
| 1,038,536 |
|
|
| 2,759,963 |
|
|
| 3,798,499 |
|
|
| (602 | ) |
|
| — |
|
|
| 1,290,925 |
|
|
| 5,088,822 |
|
Reportable liabilities (*) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (2,875,030 | ) |
|
| (2,875,030 | ) |
Net reportable assets |
|
| 1,038,536 |
|
|
| 2,759,963 |
|
|
| 3,798,499 |
|
|
| (602 | ) |
|
| — |
|
|
| (1,584,105 | ) |
|
| 2,213,792 |
|
Below is a summarized analysis of the lines of business for the year ended June 30, 2024:
|
| 06.30.2024 |
| |||||||||||||||||||||||||
|
| Agricultural business (I) |
|
| Urban Properties and Investment business (II) |
|
| Total segment information |
|
| Joint ventures (i) |
|
| Adjustments (ii) |
|
| Elimination of inter-segment transactions and non-reportable assets / liabilities (iii) |
|
| Total Statement of Income and Other Comprehensive Income/ Financial Position Restated (iv) |
| |||||||
|
| (million of ARS) |
| |||||||||||||||||||||||||
Revenues |
|
| 503,614 |
|
|
| 377,202 |
|
|
| 880,816 |
|
|
| (2,027 | ) |
|
| 82,884 |
|
|
| (2,314 | ) |
|
| 959,359 |
|
Costs |
|
| (418,830 | ) |
|
| (68,167 | ) |
|
| (486,997 | ) |
|
| 225 |
|
|
| (84,539 | ) |
|
| — |
|
|
| (571,311 | ) |
Initial recognition and changes in the fair value of biological assets and agricultural products at the point of harvest |
|
| 7,444 |
|
|
| — |
|
|
| 7,444 |
|
|
| — |
|
|
| — |
|
|
| 989 |
|
|
| 8,433 |
|
Changes in the net realizable value of agricultural products after harvest |
|
| 10,002 |
|
|
| — |
|
|
| 10,002 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 10,002 |
|
Gross profit / (loss) |
|
| 102,230 |
|
|
| 309,035 |
|
|
| 411,265 |
|
|
| (1,802 | ) |
|
| (1,655 | ) |
|
| (1,325 | ) |
|
| 406,483 |
|
Net loss from fair value adjustment of investment properties |
|
| (10,392 | ) |
|
| (476,237 | ) |
|
| (486,629 | ) |
|
| 508 |
|
|
| — |
|
|
| — |
|
|
| (486,121 | ) |
Gain from disposal of farmlands |
|
| 73,352 |
|
|
| — |
|
|
| 73,352 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 73,352 |
|
General and administrative expenses |
|
| (46,954 | ) |
|
| (71,737 | ) |
|
| (118,691 | ) |
|
| 242 |
|
|
| — |
|
|
| 150 |
|
|
| (118,299 | ) |
Selling expenses |
|
| (61,022 | ) |
|
| (24,387 | ) |
|
| (85,409 | ) |
|
| 187 |
|
|
| — |
|
|
| 1,035 |
|
|
| (84,187 | ) |
Other operating results, net |
|
| 38,904 |
|
|
| (9,780 | ) |
|
| 29,124 |
|
|
| (28 | ) |
|
| 584 |
|
|
| 120 |
|
|
| 29,800 |
|
Management fees |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (12,945 | ) |
|
| — |
|
|
| (12,945 | ) |
Profit / (loss) from operations |
|
| 96,118 |
|
|
| (273,106 | ) |
|
| (176,988 | ) |
|
| (893 | ) |
|
| (14,016 | ) |
|
| (20 | ) |
|
| (191,917 | ) |
Share of (loss) / profit of associates and joint ventures |
|
| (1,511 | ) |
|
| 47,068 |
|
|
| 45,557 |
|
|
| 386 |
|
|
| — |
|
|
| — |
|
|
| 45,943 |
|
Segment profit / (loss) |
|
| 94,607 |
|
|
| (226,038 | ) |
|
| (131,431 | ) |
|
| (507 | ) |
|
| (14,016 | ) |
|
| (20 | ) |
|
| (145,974 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reportable assets |
|
| 1,017,398 |
|
|
| 2,716,344 |
|
|
| 3,733,742 |
|
|
| 955 |
|
|
| — |
|
|
| 1,107,520 |
|
|
| 4,842,217 |
|
Reportable liabilities (*) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (2,663,976 | ) |
|
| (2,663,976 | ) |
Net reportable assets |
|
| 1,017,398 |
|
|
| 2,716,344 |
|
|
| 3,733,742 |
|
|
| 955 |
|
|
| — |
|
|
| (1,556,456 | ) |
|
| 2,178,241 |
|
| 140 |
| Table of Contents |
Below is a summarized analysis of the lines of business for the year ended June 30, 2023:
|
| 06.30.2023 |
| |||||||||||||||||||||||||
|
| Agricultural business (I) |
|
| Urban property and investment business (II) |
|
| Total segment information |
|
| Joint ventures (i) |
|
| Adjustments (ii) |
|
| Elimination of inter-segment transactions and non-reportable assets / liabilities (iii) |
|
| Total Statement of Income and Other Comprehensive Income / Financial Position Restated (iv) |
| |||||||
|
| (million of ARS) |
| |||||||||||||||||||||||||
Revenues |
|
| 527,192 |
|
|
| 374,521 |
|
|
| 901,713 |
|
|
| (2,352 | ) |
|
| 90,317 |
|
|
| (3,404 | ) |
|
| 986,274 |
|
Costs |
|
| (437,501 | ) |
|
| (68,825 | ) |
|
| (506,326 | ) |
|
| 1,026 |
|
|
| (91,947 | ) |
|
| — |
|
|
| (597,247 | ) |
Initial recognition and changes in the fair value of biological assets and agricultural products at the point of harvest |
|
| (7,847 | ) |
|
| — |
|
|
| (7,847 | ) |
|
| — |
|
|
| — |
|
|
| 1,142 |
|
|
| (6,705 | ) |
Changes in the net realizable value of agricultural products after harvest |
|
| (13,148 | ) |
|
| — |
|
|
| (13,148 | ) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| (13,148 | ) |
Gross profit / (loss) |
|
| 68,696 |
|
|
| 305,696 |
|
|
| 374,392 |
|
|
| (1,326 | ) |
|
| (1,630 | ) |
|
| (2,262 | ) |
|
| 369,174 |
|
Net loss from fair value adjustment of investment properties |
|
| (12,276 | ) |
|
| (265,944 | ) |
|
| (278,220 | ) |
|
| 10,539 |
|
|
| — |
|
|
| — |
|
|
| (267,681 | ) |
Gain from disposal of farmlands |
|
| 77,831 |
|
|
| — |
|
|
| 77,831 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 77,831 |
|
General and administrative expenses |
|
| (43,988 | ) |
|
| (101,152 | ) |
|
| (145,140 | ) |
|
| 347 |
|
|
| — |
|
|
| 897 |
|
|
| (143,896 | ) |
Selling expenses |
|
| (48,410 | ) |
|
| (23,507 | ) |
|
| (71,917 | ) |
|
| 142 |
|
|
| — |
|
|
| 1,557 |
|
|
| (70,218 | ) |
Other operating results, net |
|
| (9,043 | ) |
|
| (37,730 | ) |
|
| (46,773 | ) |
|
| (129 | ) |
|
| 857 |
|
|
| (128 | ) |
|
| (46,173 | ) |
Management fees |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (24,823 | ) |
|
| — |
|
|
| (24,823 | ) |
Profit / (loss) from operations |
|
| 32,810 |
|
|
| (122,637 | ) |
|
| (89,827 | ) |
|
| 9,573 |
|
|
| (25,596 | ) |
|
| 64 |
|
|
| (105,786 | ) |
Share of (loss) /profit of associates and joint ventures |
|
| (5,372 | ) |
|
| 20,145 |
|
|
| 14,773 |
|
|
| (6,584 | ) |
|
| — |
|
|
| (6 | ) |
|
| 8,183 |
|
Segment profit / (loss) |
|
| 27,438 |
|
|
| (102,492 | ) |
|
| (75,054 | ) |
|
| 2,989 |
|
|
| (25,596 | ) |
|
| 58 |
|
|
| (97,603 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reportable assets |
|
| 1,093,128 |
|
|
| 3,288,882 |
|
|
| 4,382,010 |
|
|
| (18,197 | ) |
|
| — |
|
|
| 1,175,300 |
|
|
| 5,539,113 |
|
Reportable liabilities (*) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (3,037,296 | ) |
|
| (3,037,296 | ) |
Net reportable assets |
|
| 1,093,128 |
|
|
| 3,288,882 |
|
|
| 4,382,010 |
|
|
| (18,197 | ) |
|
| — |
|
|
| (1,861,996 | ) |
|
| 2,501,817 |
|
(i) Represents the equity value of joint ventures that were proportionately consolidated for information by segment purposes.
(ii) Includes ARS (539) million, ARS (1,655) million and ARS (1,630) million corresponding to Expenses and FPC as of June 30, 2025, 2024 and 2023, respectively, and ARS 9,081 million, ARS 12,945 million and ARS 24,823 million to management fees, as of June 30, 2025, 2024 and 2023, respectively.
(iii) Includes deferred income tax assets, income tax and MPIT credits, 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 162 million, ARS 22 million and ARS 7 million, as of June 30, 2025, 2024 and 2023, respectively.
(iv) See Note 1 to these Consolidated Financial Statements.
(*) The CODM focuses its review on reportable assets.
| 141 |
| Table of Contents |
(I) Agriculture line of business
The following tables present the reportable segments of the agriculture line of business:
|
| 06.30.2025 |
| |||||||||||||||||
|
| Agricultural production |
|
| Land transformation and sales |
|
| Corporate |
|
| Others |
|
| Total Agricultural business |
| |||||
|
| (million of ARS) |
| |||||||||||||||||
Revenues |
|
| 326,975 |
|
|
| — |
|
|
| — |
|
|
| 121,291 |
|
|
| 448,266 |
|
Costs |
|
| (280,439 | ) |
|
| (389 | ) |
|
| — |
|
|
| (105,934 | ) |
|
| (386,762 | ) |
Initial recognition and changes in the fair value of biological assets and agricultural products at the point of harvest |
|
| 17,715 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 17,715 |
|
Changes in the net realizable value of agricultural products after harvest |
|
| 4,642 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 4,642 |
|
Gross profit / (loss) |
|
| 68,893 |
|
|
| (389 | ) |
|
| — |
|
|
| 15,357 |
|
|
| 83,861 |
|
Net gain from fair value adjustment of investment properties |
|
| — |
|
|
| 12,467 |
|
|
| — |
|
|
| — |
|
|
| 12,467 |
|
Gain from disposal of farmlands |
|
| — |
|
|
| 41,992 |
|
|
| — |
|
|
| — |
|
|
| 41,992 |
|
General and administrative expenses |
|
| (23,258 | ) |
|
| (86 | ) |
|
| (5,925 | ) |
|
| (13,194 | ) |
|
| (42,463 | ) |
Selling expenses |
|
| (35,685 | ) |
|
| (1,552 | ) |
|
| — |
|
|
| (21,988 | ) |
|
| (59,225 | ) |
Other operating results, net |
|
| 5,987 |
|
|
| 3,497 |
|
|
| — |
|
|
| 2,472 |
|
|
| 11,956 |
|
Profit / (loss) from operations |
|
| 15,937 |
|
|
| 55,929 |
|
|
| (5,925 | ) |
|
| (17,353 | ) |
|
| 48,588 |
|
Share of profit / (loss) of associates and joint ventures |
|
| 368 |
|
|
| — |
|
|
| — |
|
|
| (1,402 | ) |
|
| (1,034 | ) |
Segment profit / (loss) |
|
| 16,305 |
|
|
| 55,929 |
|
|
| (5,925 | ) |
|
| (18,755 | ) |
|
| 47,554 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment properties |
|
| — |
|
|
| 74,005 |
|
|
| — |
|
|
| — |
|
|
| 74,005 |
|
Property, plant and equipment |
|
| 582,108 |
|
|
| 43,315 |
|
|
| — |
|
|
| 3,639 |
|
|
| 629,062 |
|
Investments in associates and joint ventures |
|
| 9,091 |
|
|
| — |
|
|
| — |
|
|
| 228 |
|
|
| 9,319 |
|
Other reportable assets |
|
| 248,498 |
|
|
| — |
|
|
| — |
|
|
| 77,652 |
|
|
| 326,150 |
|
Reportable assets |
|
| 839,697 |
|
|
| 117,320 |
|
|
| — |
|
|
| 81,519 |
|
|
| 1,038,536 |
|
From all of the revenues corresponding to Agricultural Business, ARS 236,332 million are originated in Argentina and ARS 211,934 million in other countries, principally in Brazil for ARS 207,158 million. From all of the Company’s assets included in the segment corresponding to Agricultural Business, ARS 370,013 million are located in Argentina and ARS 668,523 million in other countries, principally in Brazil.
|
| 06.30.2024 |
| |||||||||||||||||
|
| Agricultural production |
|
| Land transformation and sales |
|
| Corporate |
|
| Others |
|
| Total Agricultural business |
| |||||
|
| (million of ARS) |
| |||||||||||||||||
Revenues |
|
| 374,179 |
|
|
| — |
|
|
| — |
|
|
| 129,435 |
|
|
| 503,614 |
|
Costs |
|
| (333,264 | ) |
|
| (318 | ) |
|
| — |
|
|
| (85,248 | ) |
|
| (418,830 | ) |
Initial recognition and changes in the fair value of biological assets and agricultural products at the point of harvest |
|
| 7,444 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 7,444 |
|
Changes in the net realizable value of agricultural products after harvest |
|
| 10,002 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 10,002 |
|
Gross profit / (loss) |
|
| 58,361 |
|
|
| (318 | ) |
|
| — |
|
|
| 44,187 |
|
|
| 102,230 |
|
Net loss from fair value adjustment of investment properties |
|
| — |
|
|
| (10,392 | ) |
|
| — |
|
|
| — |
|
|
| (10,392 | ) |
Gain from disposal of farmlands |
|
| — |
|
|
| 73,352 |
|
|
| — |
|
|
| — |
|
|
| 73,352 |
|
General and administrative expenses |
|
| (27,383 | ) |
|
| (88 | ) |
|
| (6,390 | ) |
|
| (13,093 | ) |
|
| (46,954 | ) |
Selling expenses |
|
| (40,340 | ) |
|
| (1,658 | ) |
|
| — |
|
|
| (19,024 | ) |
|
| (61,022 | ) |
Other operating results, net |
|
| 11,849 |
|
|
| 19,151 |
|
|
| — |
|
|
| 7,904 |
|
|
| 38,904 |
|
Profit / (loss) from operations |
|
| 2,487 |
|
|
| 80,047 |
|
|
| (6,390 | ) |
|
| 19,974 |
|
|
| 96,118 |
|
Share of profit / (loss) of associates and joint ventures |
|
| 2,161 |
|
|
| — |
|
|
| — |
|
|
| (3,672 | ) |
|
| (1,511 | ) |
Segment profit / (loss) |
|
| 4,648 |
|
|
| 80,047 |
|
|
| (6,390 | ) |
|
| 16,302 |
|
|
| 94,607 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment properties |
|
| — |
|
|
| 89,955 |
|
|
| — |
|
|
| — |
|
|
| 89,955 |
|
Property, plant and equipment |
|
| 624,602 |
|
|
| 1,758 |
|
|
| — |
|
|
| 4,616 |
|
|
| 630,976 |
|
Investments in associates and joint ventures |
|
| 9,336 |
|
|
| — |
|
|
| — |
|
|
| 1,782 |
|
|
| 11,118 |
|
Other reportable assets |
|
| 193,322 |
|
|
| 3,619 |
|
|
| — |
|
|
| 88,408 |
|
|
| 285,349 |
|
Reportable assets |
|
| 827,260 |
|
|
| 95,332 |
|
|
| — |
|
|
| 94,806 |
|
|
| 1,017,398 |
|
| 142 |
| Table of Contents |
From all of the Company’s revenues corresponding to Agricultural Business, ARS 275,874 million are originated in Argentina and ARS 227,740 million in other countries, principally in Brazil for ARS 225,596 million. From all of the Company’s assets included in the segment corresponding to Agricultural Business, ARS 707,205 million are located in Argentina and ARS 310,193 million in other countries, principally in Brazil.
|
| 06.30.2023 |
| |||||||||||||||||
|
| Agricultural production |
|
| Land transformation and sales |
|
| Corporate |
|
| Others |
|
| Total Agricultural business |
| |||||
|
| (million of ARS) |
| |||||||||||||||||
Revenues |
|
| 388,107 |
|
|
| — |
|
|
| — |
|
|
| 139,085 |
|
|
| 527,192 |
|
Costs |
|
| (348,470 | ) |
|
| (383 | ) |
|
| — |
|
|
| (88,648 | ) |
|
| (437,501 | ) |
Initial recognition and changes in the fair value of biological assets and agricultural products at the point of harvest |
|
| (7,847 | ) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| (7,847 | ) |
Changes in the net realizable value of agricultural products after harvest |
|
| (13,148 | ) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| (13,148 | ) |
Gross profit / (loss) |
|
| 18,642 |
|
|
| (383 | ) |
|
| — |
|
|
| 50,437 |
|
|
| 68,696 |
|
Net loss from fair value adjustment of investment properties |
|
| — |
|
|
| (12,276 | ) |
|
| — |
|
|
| — |
|
|
| (12,276 | ) |
Gain from disposal of farmlands |
|
| — |
|
|
| 77,831 |
|
|
| — |
|
|
| — |
|
|
| 77,831 |
|
General and administrative expenses |
|
| (24,371 | ) |
|
| (73 | ) |
|
| (7,231 | ) |
|
| (12,313 | ) |
|
| (43,988 | ) |
Selling expenses |
|
| (35,549 | ) |
|
| (67 | ) |
|
| — |
|
|
| (12,794 | ) |
|
| (48,410 | ) |
Other operating results, net |
|
| 871 |
|
|
| (13,084 | ) |
|
| — |
|
|
| 3,170 |
|
|
| (9,043 | ) |
(Loss) / profit from operations |
|
| (40,407 | ) |
|
| 51,948 |
|
|
| (7,231 | ) |
|
| 28,500 |
|
|
| 32,810 |
|
Share of loss of associates and joint ventures |
|
| (876 | ) |
|
| — |
|
|
| — |
|
|
| (4,496 | ) |
|
| (5,372 | ) |
Segment (loss) / profit |
|
| (41,283 | ) |
|
| 51,948 |
|
|
| (7,231 | ) |
|
| 24,004 |
|
|
| 27,438 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment properties |
|
| — |
|
|
| 136,013 |
|
|
| — |
|
|
| — |
|
|
| 136,013 |
|
Property, plant and equipment |
|
| 645,055 |
|
|
| 3,072 |
|
|
| — |
|
|
| 5,485 |
|
|
| 653,612 |
|
Investments in associates |
|
| 8,666 |
|
|
| — |
|
|
| — |
|
|
| 4,460 |
|
|
| 13,126 |
|
Other reportable assets |
|
| 212,659 |
|
|
| — |
|
|
| — |
|
|
| 77,718 |
|
|
| 290,377 |
|
Reportable assets |
|
| 866,380 |
|
|
| 139,085 |
|
|
| — |
|
|
| 87,663 |
|
|
| 1,093,128 |
|
From all of the Company’s revenues corresponding to Agricultural Business, ARS 258,632 million are originated in Argentina and ARS 257,240 million in other countries, principally in Brazil for ARS 237,601 million. From all of the assets included in the segment corresponding to Agricultural Business, ARS 247,302 million are located in Argentina and ARS 482,982 million in other countries, principally in Brazil.
(II) Urban properties and investments line of business
Below is a summarized analysis of the urban properties and investments line of business for the fiscal years ended June 30, 2025, 2024 and 2023:
|
| 06.30.2025 |
| |||||||||||||||||||||
|
| Shopping Malls |
|
| Offices |
|
| Sales and developments |
|
| Hotels |
|
| Others |
|
| Total |
| ||||||
|
| (million of ARS) |
| |||||||||||||||||||||
Revenues |
|
| 270,531 |
|
|
| 20,065 |
|
|
| 12,761 |
|
|
| 64,596 |
|
|
| 6,709 |
|
|
| 374,662 |
|
Costs |
|
| (20,705 | ) |
|
| (1,742 | ) |
|
| (17,929 | ) |
|
| (43,149 | ) |
|
| (4,081 | ) |
|
| (87,606 | ) |
Gross profit / (loss) |
|
| 249,826 |
|
|
| 18,323 |
|
|
| (5,168 | ) |
|
| 21,447 |
|
|
| 2,628 |
|
|
| 287,056 |
|
Net gain / (loss) from fair value adjustment of investment properties (i) |
|
| 443,974 |
|
|
| (148,941 | ) |
|
| (285,328 | ) |
|
| — |
|
|
| (570 | ) |
|
| 9,135 |
|
General and administrative expenses |
|
| (28,999 | ) |
|
| (2,365 | ) |
|
| (11,605 | ) |
|
| (11,972 | ) |
|
| (14,162 | ) |
|
| (69,103 | ) |
Selling expenses |
|
| (13,536 | ) |
|
| (891 | ) |
|
| (3,116 | ) |
|
| (5,052 | ) |
|
| (1,513 | ) |
|
| (24,108 | ) |
Other operating results, net |
|
| (500 | ) |
|
| 182 |
|
|
| (19,070 | ) |
|
| (474 | ) |
|
| 2,663 |
|
|
| (17,199 | ) |
Profit / (Loss) from operations |
|
| 650,765 |
|
|
| (133,692 | ) |
|
| (324,287 | ) |
|
| 3,949 |
|
|
| (10,954 | ) |
|
| 185,781 |
|
Share of profit of associates and joint ventures |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 25,332 |
|
|
| 25,332 |
|
Segment profit / (loss) |
|
| 650,765 |
|
|
| (133,692 | ) |
|
| (324,287 | ) |
|
| 3,949 |
|
|
| 14,378 |
|
|
| 211,113 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment and trading properties |
|
| 1,458,243 |
|
|
| 252,868 |
|
|
| 786,014 |
|
|
| — |
|
|
| 2,106 |
|
|
| 2,499,231 |
|
Property, plant and equipment |
|
| 4,747 |
|
|
| 511 |
|
|
| 26,708 |
|
|
| 47,580 |
|
|
| 4,107 |
|
|
| 83,653 |
|
Investment in associates and joint ventures |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 169,700 |
|
|
| 169,700 |
|
Other reportable assets |
|
| 2,050 |
|
|
| 1,746 |
|
|
| — |
|
|
| 584 |
|
|
| 2,999 |
|
|
| 7,379 |
|
Reportable assets |
|
| 1,465,040 |
|
|
| 255,125 |
|
|
| 812,722 |
|
|
| 48,164 |
|
|
| 178,912 |
|
|
| 2,759,963 |
|
| 143 |
| Table of Contents |
From all the revenues, ARS 374,042 million originated in Argentina, and ARS 620 million in other countries, principally in Uruguay for ARS 547 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 business of urban properties and investments ARS 2,746,732 million are located in Argentina and ARS 13,231 million in other countries, principally in the USA for ARS 1,620 million and Uruguay for ARS 11,472 million.
|
| 06.30.2024 |
| |||||||||||||||||||||
|
| Shopping Malls |
|
| Offices |
|
| Sales and developments |
|
| Hotels |
|
| Others |
|
| Total |
| ||||||
|
| (million of ARS) |
| |||||||||||||||||||||
Revenues |
|
| 250,468 |
|
|
| 22,646 |
|
|
| 12,891 |
|
|
| 85,840 |
|
|
| 5,357 |
|
|
| 377,202 |
|
Costs |
|
| (14,937 | ) |
|
| (1,648 | ) |
|
| (7,451 | ) |
|
| (40,350 | ) |
|
| (3,781 | ) |
|
| (68,167 | ) |
Gross profit |
|
| 235,531 |
|
|
| 20,998 |
|
|
| 5,440 |
|
|
| 45,490 |
|
|
| 1,576 |
|
|
| 309,035 |
|
Net loss from fair value adjustment of investment properties |
|
| (20,824 | ) |
|
| (97,015 | ) |
|
| (357,995 | ) |
|
| — |
|
|
| (403 | ) |
|
| (476,237 | ) |
General and administrative expenses |
|
| (30,126 | ) |
|
| (2,875 | ) |
|
| (12,283 | ) |
|
| (13,025 | ) |
|
| (13,428 | ) |
|
| (71,737 | ) |
Selling expenses |
|
| (12,558 | ) |
|
| (251 | ) |
|
| (4,512 | ) |
|
| (5,863 | ) |
|
| (1,203 | ) |
|
| (24,387 | ) |
Other operating results, net |
|
| (3,960 | ) |
|
| (88 | ) |
|
| (5,305 | ) |
|
| (1,577 | ) |
|
| 1,150 |
|
|
| (9,780 | ) |
Profit / (Loss) from operations |
|
| 168,063 |
|
|
| (79,231 | ) |
|
| (374,655 | ) |
|
| 25,025 |
|
|
| (12,308 | ) |
|
| (273,106 | ) |
Share of profit of associates and joint ventures |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 47,068 |
|
|
| 47,068 |
|
Segment profit / (loss) |
|
| 168,063 |
|
|
| (79,231 | ) |
|
| (374,655 | ) |
|
| 25,025 |
|
|
| 34,760 |
|
|
| (226,038 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment and trading properties |
|
| 962,417 |
|
|
| 423,239 |
|
|
| 995,336 |
|
|
| — |
|
|
| 3,152 |
|
|
| 2,384,144 |
|
Property, plant and equipment |
|
| 3,034 |
|
|
| 452 |
|
|
| 26,717 |
|
|
| 42,803 |
|
|
| 4,184 |
|
|
| 77,190 |
|
Investment in associates and joint ventures |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 173,401 |
|
|
| 173,401 |
|
Other reportable assets |
|
| 1,302 |
|
|
| 987 |
|
|
| 75,411 |
|
|
| 948 |
|
|
| 2,961 |
|
|
| 81,609 |
|
Reportable assets |
|
| 966,753 |
|
|
| 424,678 |
|
|
| 1,097,464 |
|
|
| 43,751 |
|
|
| 183,698 |
|
|
| 2,716,344 |
|
From all the revenues, ARS 367,827 million originated in Argentina and ARS 9,375 million in other countries, principally in Uruguay for ARS 9,273 million and USA for ARS 102 million. No external client represents 10% or more of revenue of any of the reportable segments. From all of the assets corresponding to the business of urban properties and investments ARS 2,701,718 million are located in Argentina and ARS 14,626 million in other countries, principally in the USA for ARS 2,446 million and Uruguay for ARS 12,086 million.
|
| 06.30.2023 |
| |||||||||||||||||||||
|
| Shopping Malls |
|
| Offices |
|
| Sales and developments |
|
| Hotels |
|
| Others |
|
| Total |
| ||||||
|
| (million of ARS) |
| |||||||||||||||||||||
Revenues |
|
| 245,723 |
|
|
| 23,745 |
|
|
| 22,698 |
|
|
| 77,512 |
|
|
| 4,843 |
|
|
| 374,521 |
|
Costs |
|
| (16,643 | ) |
|
| (1,963 | ) |
|
| (6,905 | ) |
|
| (39,450 | ) |
|
| (3,864 | ) |
|
| (68,825 | ) |
Gross profit |
|
| 229,080 |
|
|
| 21,782 |
|
|
| 15,793 |
|
|
| 38,062 |
|
|
| 979 |
|
|
| 305,696 |
|
Net loss from fair value adjustment of investment properties |
|
| (57,854 | ) |
|
| (25,666 | ) |
|
| (181,839 | ) |
|
| — |
|
|
| (585 | ) |
|
| (265,944 | ) |
General and administrative expenses |
|
| (34,612 | ) |
|
| (4,325 | ) |
|
| (13,260 | ) |
|
| (16,964 | ) |
|
| (31,991 | ) |
|
| (101,152 | ) |
Selling expenses |
|
| (11,230 | ) |
|
| (534 | ) |
|
| (5,817 | ) |
|
| (5,325 | ) |
|
| (601 | ) |
|
| (23,507 | ) |
Other operating results, net |
|
| (3,030 | ) |
|
| (357 | ) |
|
| (4,579 | ) |
|
| (741 | ) |
|
| (29,023 | ) |
|
| (37,730 | ) |
Management fees |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
Profit / (Loss) from operations |
|
| 122,354 |
|
|
| (9,100 | ) |
|
| (189,702 | ) |
|
| 15,032 |
|
|
| (61,221 | ) |
|
| (122,637 | ) |
Share of profit of associates and joint ventures |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 20,145 |
|
|
| 20,145 |
|
Segment profit / (loss) |
|
| 122,354 |
|
|
| (9,100 | ) |
|
| (189,702 | ) |
|
| 15,032 |
|
|
| (41,076 | ) |
|
| (102,492 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment and trading properties |
|
| 967,683 |
|
|
| 607,034 |
|
|
| 1,414,939 |
|
|
| — |
|
|
| 4,165 |
|
|
| 2,993,821 |
|
Property, plant and equipment |
|
| 3,030 |
|
|
| 18,383 |
|
|
| 26,593 |
|
|
| 47,815 |
|
|
| 4,547 |
|
|
| 100,368 |
|
Investment in associates and joint ventures |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 148,654 |
|
|
| 148,654 |
|
Other reportable assets |
|
| 2,051 |
|
|
| 1,772 |
|
|
| 38,119 |
|
|
| 1,031 |
|
|
| 3,066 |
|
|
| 46,039 |
|
Reportable assets |
|
| 972,764 |
|
|
| 627,189 |
|
|
| 1,479,651 |
|
|
| 48,846 |
|
|
| 160,432 |
|
|
| 3,288,882 |
|
From all the revenues, ARS 361,377 million originated in Argentina and ARS 9,375 million in other countries, principally in Uruguay for ARS 13,031 million and USA for ARS 113 million. No external client represents 10% or more of revenue of any of the reportable segments. From all of the assets corresponding to the business of urban properties and investments ARS 3,269,246 million are located in Argentina and ARS 19,636 million in other countries, principally in the USA for ARS 2,735 million and Uruguay for ARS 16,801 million.
| 144 |
| Table of Contents |
Results of Operations for the fiscal years ended June 30, 2025 and 2024
|
| Agricultural business |
|
| Urban Properties and Investment business |
|
| Total segment information |
|
| Joint ventures (i) |
|
| Adjustments (ii) |
|
| Elimination of inter-segment transactions and non-reportable assets / liabilities |
|
| Total Statement of Income / Financial Position |
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
| 30.06.25 |
|
| 30.06.24 |
|
| Var. |
|
| 30.06.25 |
|
| 30.06.24 |
|
| Var. |
|
| 30.06.25 |
|
| 30.06.24 |
|
| Var. |
|
| 30.06.25 |
|
| 30.06.24 |
|
| Var. |
|
| 30.06.25 |
|
| 30.06.24 |
|
| Var. |
|
| 30.06.25 |
|
| 30.06.24 |
|
| Var. |
|
| 30.06.25 |
|
| 30.06.24 Restated |
|
| Var. |
| |||||||||||||||||||||
|
| (in million of ARS) |
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Revenues |
|
| 448,266 |
|
|
| 503,614 |
|
|
| (55,348 | ) |
|
| 374,662 |
|
|
| 377,202 |
|
|
| (2,540 | ) |
|
| 822,928 |
|
|
| 880,816 |
|
|
| (57,888 | ) |
|
| (2,172 | ) |
|
| (2,027 | ) |
|
| (145 | ) |
|
| 96,036 |
|
|
| 82,884 |
|
|
| 13,152 |
|
|
| (2,635 | ) |
|
| (2,314 | ) |
|
| (321 | ) |
|
| 914,157 |
|
|
| 959,359 |
|
|
| (45,202 | ) |
Costs |
|
| (386,762 | ) |
|
| (418,830 | ) |
|
| 32,068 |
|
|
| (87,606 | ) |
|
| (68,167 | ) |
|
| (19,439 | ) |
|
| (474,368 | ) |
|
| (486,997 | ) |
|
| 12,629 |
|
|
| 204 |
|
|
| 225 |
|
|
| (21 | ) |
|
| (96,575 | ) |
|
| (84,539 | ) |
|
| (12,036 | ) |
|
| (3 | ) |
|
| — |
|
|
| (3 | ) |
|
| (570,742 | ) |
|
| (571,311 | ) |
|
| 569 |
|
Initial recognition and changes in the fair value of biological assets and agricultural products at the point of harvest |
|
| 17,715 |
|
|
| 7,444 |
|
|
| 10,271 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 17,715 |
|
|
| 7,444 |
|
|
| 10,271 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 2,282 |
|
|
| 989 |
|
|
| 1,293 |
|
|
| 19,997 |
|
|
| 8,433 |
|
|
| 11,564 |
|
Changes in the net realizable value of agricultural products after harvest |
|
| 4,642 |
|
|
| 10,002 |
|
|
| (5,360 | ) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 4,642 |
|
|
| 10,002 |
|
|
| (5,360 | ) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 4,642 |
|
|
| 10,002 |
|
|
| (5,360 | ) |
Gross profit / (loss) |
|
| 83,861 |
|
|
| 102,230 |
|
|
| (18,369 | ) |
|
| 287,056 |
|
|
| 309,035 |
|
|
| (21,979 | ) |
|
| 370,917 |
|
|
| 411,265 |
|
|
| (40,348 | ) |
|
| (1,968 | ) |
|
| (1,802 | ) |
|
| (166 | ) |
|
| (539 | ) |
|
| (1,655 | ) |
|
| 1,116 |
|
|
| (356 | ) |
|
| (1,325 | ) |
|
| 969 |
|
|
| 368,054 |
|
|
| 406,483 |
|
|
| (38,429 | ) |
Net gain/ (loss) from fair value adjustment of investment properties |
|
| 12,467 |
|
|
| (10,392 | ) |
|
| 22,859 |
|
|
| 9,135 |
|
|
| (476,237 | ) |
|
| 485,372 |
|
|
| 21,602 |
|
|
| (486,629 | ) |
|
| 508,231 |
|
|
| (2,527 | ) |
|
| 508 |
|
|
| (3,035 | ) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 19,075 |
|
|
| (486,121 | ) |
|
| 505,196 |
|
Gain from disposal of farmlands |
|
| 41,992 |
|
|
| 73,352 |
|
|
| (31,360 | ) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 41,992 |
|
|
| 73,352 |
|
|
| (31,360 | ) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 41,992 |
|
|
| 73,352 |
|
|
| (31,360 | ) |
General and administrative expenses |
|
| (42,463 | ) |
|
| (46,954 | ) |
|
| 4,491 |
|
|
| (69,103 | ) |
|
| (71,737 | ) |
|
| 2,634 |
|
|
| (111,566 | ) |
|
| (118,691 | ) |
|
| 7,125 |
|
|
| 299 |
|
|
| 242 |
|
|
| 57 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 265 |
|
|
| 150 |
|
|
| 115 |
|
|
| (111,002 | ) |
|
| (118,299 | ) |
|
| 7,297 |
|
Selling expenses |
|
| (59,225 | ) |
|
| (61,022 | ) |
|
| 1,797 |
|
|
| (24,108 | ) |
|
| (24,387 | ) |
|
| 279 |
|
|
| (83,333 | ) |
|
| (85,409 | ) |
|
| 2,076 |
|
|
| 126 |
|
|
| 187 |
|
|
| (61 | ) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 108 |
|
|
| 1,035 |
|
|
| (927 | ) |
|
| (83,099 | ) |
|
| (84,187 | ) |
|
| 1,088 |
|
Other operating results, net |
|
| 11,956 |
|
|
| 38,904 |
|
|
| (26,948 | ) |
|
| (17,199 | ) |
|
| (9,780 | ) |
|
| (7,419 | ) |
|
| (5,243 | ) |
|
| 29,124 |
|
|
| (34,367 | ) |
|
| (2 | ) |
|
| (28 | ) |
|
| 26 |
|
|
| 344 |
|
|
| 584 |
|
|
| (240 | ) |
|
| (93 | ) |
|
| 120 |
|
|
| (213 | ) |
|
| (4,994 | ) |
|
| 29,800 |
|
|
| (34,794 | ) |
Management fees |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (9,081 | ) |
|
| (12,945 | ) |
|
| 3,864 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (9,081 | ) |
|
| (12,945 | ) |
|
| 3,864 |
|
Profit / (loss) from operations |
|
| 48,588 |
|
|
| 96,118 |
|
|
| (47,530 | ) |
|
| 185,781 |
|
|
| (273,106 | ) |
|
| 458,887 |
|
|
| 234,369 |
|
|
| (176,988 | ) |
|
| 411,357 |
|
|
| (4,072 | ) |
|
| (893 | ) |
|
| (3,179 | ) |
|
| (9,276 | ) |
|
| (14,016 | ) |
|
| 4,740 |
|
|
| (76 | ) |
|
| (20 | ) |
|
| (56 | ) |
|
| 220,945 |
|
|
| (191,917 | ) |
|
| 412,862 |
|
Share of (loss) / profit of associates and joint ventures |
|
| (1,034 | ) |
|
| (1,511 | ) |
|
| 477 |
|
|
| 25,332 |
|
|
| 47,068 |
|
|
| (21,736 | ) |
|
| 24,298 |
|
|
| 45,557 |
|
|
| (21,259 | ) |
|
| 2,592 |
|
|
| 386 |
|
|
| 2,206 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 26,890 |
|
|
| 45,943 |
|
|
| (19,053 | ) |
Segment profit / (loss) |
|
| 47,554 |
|
|
| 94,607 |
|
|
| (47,053 | ) |
|
| 211,113 |
|
|
| (226,038 | ) |
|
| 437,151 |
|
|
| 258,667 |
|
|
| (131,431 | ) |
|
| 390,098 |
|
|
| (1,480 | ) |
|
| (507 | ) |
|
| (973 | ) |
|
| (9,276 | ) |
|
| (14,016 | ) |
|
| 4,740 |
|
|
| (76 | ) |
|
| (20 | ) |
|
| (56 | ) |
|
| 247,835 |
|
|
| (145,974 | ) |
|
| 393,809 |
|
(i) | Represents the equity value of joint ventures that were proportionately consolidated for information by segment purposes. |
(ii) | Includes gross profit / (loss) of ARS (539) million and ARS (1,655) million corresponding to Building Administration Expenses and Collective Promotion Fund (FPC), as of June 30, 2025 and 2024, respectively. |
| 145 |
| Table of Contents |
Agricultural Business
The following table shows a summary of the Agricultural Business lines for the fiscal years ended June 30, 2025 and 2024.
|
| Agricultural production |
|
| Land transformation and sales |
|
| Corporate |
|
| Others |
|
| Total |
| |||||||||||||||||||||||||||||||||||||||||||||
|
| 30.06.25 |
|
| 30.06.24 |
|
| Var. |
|
| 30.06.25 |
|
| 30.06.24 |
|
| Var. |
|
| 30.06.25 |
|
| 30.06.24 |
|
| Var. |
|
| 30.06.25 |
|
| 30.06.24 |
|
| Var. |
|
| 30.06.25 |
|
| 30.06.24 |
|
| Var. |
| |||||||||||||||
|
| (in million of ARS) |
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Revenues |
|
| 326,975 |
|
|
| 374,179 |
|
|
| (47,204 | ) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 121,291 |
|
|
| 129,435 |
|
|
| (8,144 | ) |
|
| 448,266 |
|
|
| 503,614 |
|
|
| (55,348 | ) |
Costs |
|
| (280,439 | ) |
|
| (333,264 | ) |
|
| 52,825 |
|
|
| (389 | ) |
|
| (318 | ) |
|
| (71 | ) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| (105,934 | ) |
|
| (85,248 | ) |
|
| (20,686 | ) |
|
| (386,762 | ) |
|
| (418,830 | ) |
|
| 32,068 |
|
Initial recognition and changes in the fair value of biological assets and agricultural products at the point of harvest |
|
| 17,715 |
|
|
| 7,444 |
|
|
| 10,271 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 17,715 |
|
|
| 7,444 |
|
|
| 10,271 |
|
Changes in the net realizable value of agricultural products after harvest |
|
| 4,642 |
|
|
| 10,002 |
|
|
| (5,360 | ) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 4,642 |
|
|
| 10,002 |
|
|
| (5,360 | ) |
Gross profit / (loss) |
|
| 68,893 |
|
|
| 58,361 |
|
|
| 10,532 |
|
|
| (389 | ) |
|
| (318 | ) |
|
| (71 | ) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 15,357 |
|
|
| 44,187 |
|
|
| (28,830 | ) |
|
| 83,861 |
|
|
| 102,230 |
|
|
| (18,369 | ) |
Net gain from fair value adjustment of investment properties |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 12,467 |
|
|
| (10,392 | ) |
|
| 22,859 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 12,467 |
|
|
| (10,392 | ) |
|
| 22,859 |
|
Gain from disposal of farmlands |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 41,992 |
|
|
| 73,352 |
|
|
| (31,360 | ) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 41,992 |
|
|
| 73,352 |
|
|
| (31,360 | ) |
General and administrative expenses |
|
| (23,258 | ) |
|
| (27,383 | ) |
|
| 4,125 |
|
|
| (86 | ) |
|
| (88 | ) |
|
| 2 |
|
|
| (5,925 | ) |
|
| (6,390 | ) |
|
| 465 |
|
|
| (13,194 | ) |
|
| (13,093 | ) |
|
| (101 | ) |
|
| (42,463 | ) |
|
| (46,954 | ) |
|
| 4,491 |
|
Selling expenses |
|
| (35,685 | ) |
|
| (40,340 | ) |
|
| 4,655 |
|
|
| (1,552 | ) |
|
| (1,658 | ) |
|
| 106 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (21,988 | ) |
|
| (19,024 | ) |
|
| (2,964 | ) |
|
| (59,225 | ) |
|
| (61,022 | ) |
|
| 1,797 |
|
Other operating results, net |
|
| 5,987 |
|
|
| 11,849 |
|
|
| (5,862 | ) |
|
| 3,497 |
|
|
| 19,151 |
|
|
| (15,654 | ) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 2,472 |
|
|
| 7,904 |
|
|
| (5,432 | ) |
|
| 11,956 |
|
|
| 38,904 |
|
|
| (26,948 | ) |
Profit / (Loss) from operations |
|
| 15,937 |
|
|
| 2,487 |
|
|
| 13,450 |
|
|
| 55,929 |
|
|
| 80,047 |
|
|
| (24,118 | ) |
|
| (5,925 | ) |
|
| (6,390 | ) |
|
| 465 |
|
|
| (17,353 | ) |
|
| 19,974 |
|
|
| (37,327 | ) |
|
| 48,588 |
|
|
| 96,118 |
|
|
| (47,530 | ) |
Share of profit/ (loss) of associates and joint ventures |
|
| 368 |
|
|
| 2,161 |
|
|
| (1,793 | ) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (1,402 | ) |
|
| (3,672 | ) |
|
| 2,270 |
|
|
| (1,034 | ) |
|
| (1,511 | ) |
|
| 477 |
|
Segment profit / (loss) |
|
| 16,305 |
|
|
| 4,648 |
|
|
| 11,657 |
|
|
| 55,929 |
|
|
| 80,047 |
|
|
| (24,118 | ) |
|
| (5,925 | ) |
|
| (6,390 | ) |
|
| 465 |
|
|
| (18,755 | ) |
|
| 16,302 |
|
|
| (35,057 | ) |
|
| 47,554 |
|
|
| 94,607 |
|
|
| (47,053 | ) |
| 146 |
| Table of Contents |
Urban Properties and Investment Business
The following table shows a summary of the Urban Properties and Investment Business lines for the fiscal years ended June 30, 2025 and 2024.
|
| Shopping Malls |
|
| Offices |
|
| Sales and developments |
|
| Hotels |
|
| Others |
|
| Total |
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
| 30.06.25 |
|
| 30.06.24 |
|
| Var. |
|
| 30.06.25 |
|
| 30.06.24 |
|
| Var. |
|
| 30.06.25 |
|
| 30.06.24 |
|
| Var. |
|
| 30.06.25 |
|
| 30.06.24 |
|
| Var. |
|
| 30.06.25 |
|
| 30.06.24 |
|
| Var. |
|
| 30.06.25 |
|
| 30.06.24 |
|
| Var. |
| ||||||||||||||||||
|
| (in millions of ARS) |
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Revenues |
|
| 270,531 |
|
|
| 250,468 |
|
|
| 20,063 |
|
|
| 20,065 |
|
|
| 22,646 |
|
|
| (2,581 | ) |
|
| 12,761 |
|
|
| 12,891 |
|
|
| (130 | ) |
|
| 64,596 |
|
|
| 85,840 |
|
|
| (21,244 | ) |
|
| 6,709 |
|
|
| 5,357 |
|
|
| 1,352 |
|
|
| 374,662 |
|
|
| 377,202 |
|
|
| (2,540 | ) |
Costs |
|
| (20,705 | ) |
|
| (14,937 | ) |
|
| (5,768 | ) |
|
| (1,742 | ) |
|
| (1,648 | ) |
|
| (94 | ) |
|
| (17,929 | ) |
|
| (7,451 | ) |
|
| (10,478 | ) |
|
| (43,149 | ) |
|
| (40,350 | ) |
|
| (2,799 | ) |
|
| (4,081 | ) |
|
| (3,781 | ) |
|
| (300 | ) |
|
| (87,606 | ) |
|
| (68,167 | ) |
|
| (19,439 | ) |
Gross profit / (loss) |
|
| 249,826 |
|
|
| 235,531 |
|
|
| 14,295 |
|
|
| 18,323 |
|
|
| 20,998 |
|
|
| (2,675 | ) |
|
| (5,168 | ) |
|
| 5,440 |
|
|
| (10,608 | ) |
|
| 21,447 |
|
|
| 45,490 |
|
|
| (24,043 | ) |
|
| 2,628 |
|
|
| 1,576 |
|
|
| 1,052 |
|
|
| 287,056 |
|
|
| 309,035 |
|
|
| (21,979 | ) |
Net gain/ (loss) from fair value adjustment of investment properties |
|
| 443,974 |
|
|
| (20,824 | ) |
|
| 464,798 |
|
|
| (148,941 | ) |
|
| (97,015 | ) |
|
| (51,926 | ) |
|
| (285,328 | ) |
|
| (357,995 | ) |
|
| 72,667 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (570 | ) |
|
| (403 | ) |
|
| (167 | ) |
|
| 9,135 |
|
|
| (476,237 | ) |
|
| 485,372 |
|
General and administrative expenses |
|
| (28,999 | ) |
|
| (30,126 | ) |
|
| 1,127 |
|
|
| (2,365 | ) |
|
| (2,875 | ) |
|
| 510 |
|
|
| (11,605 | ) |
|
| (12,283 | ) |
|
| 678 |
|
|
| (11,972 | ) |
|
| (13,025 | ) |
|
| 1,053 |
|
|
| (14,162 | ) |
|
| (13,428 | ) |
|
| (734 | ) |
|
| (69,103 | ) |
|
| (71,737 | ) |
|
| 2,634 |
|
Selling expenses |
|
| (13,536 | ) |
|
| (12,558 | ) |
|
| (978 | ) |
|
| (891 | ) |
|
| (251 | ) |
|
| (640 | ) |
|
| (3,116 | ) |
|
| (4,512 | ) |
|
| 1,396 |
|
|
| (5,052 | ) |
|
| (5,863 | ) |
|
| 811 |
|
|
| (1,513 | ) |
|
| (1,203 | ) |
|
| (310 | ) |
|
| (24,108 | ) |
|
| (24,387 | ) |
|
| 279 |
|
Other operating results, net |
|
| (500 | ) |
|
| (3,960 | ) |
|
| 3,460 |
|
|
| 182 |
|
|
| (88 | ) |
|
| 270 |
|
|
| (19,070 | ) |
|
| (5,305 | ) |
|
| (13,765 | ) |
|
| (474 | ) |
|
| (1,577 | ) |
|
| 1,103 |
|
|
| 2,663 |
|
|
| 1,150 |
|
|
| 1,513 |
|
|
| (17,199 | ) |
|
| (9,780 | ) |
|
| (7,419 | ) |
Profit / (loss) from operations |
|
| 650,765 |
|
|
| 168,063 |
|
|
| 482,702 |
|
|
| (133,692 | ) |
|
| (79,231 | ) |
|
| (54,461 | ) |
|
| (324,287 | ) |
|
| (374,655 | ) |
|
| 50,368 |
|
|
| 3,949 |
|
|
| 25,025 |
|
|
| (21,076 | ) |
|
| (10,954 | ) |
|
| (12,308 | ) |
|
| 1,354 |
|
|
| 185,781 |
|
|
| (273,106 | ) |
|
| 458,887 |
|
Share of (loss)/ profit of associates and joint ventures |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 25,332 |
|
|
| 47,068 |
|
|
| (21,736 | ) |
|
| 25,332 |
|
|
| 47,068 |
|
|
| (21,736 | ) |
Segment profit / (loss) |
|
| 650,765 |
|
|
| 168,063 |
|
|
| 482,702 |
|
|
| (133,692 | ) |
|
| (79,231 | ) |
|
| (54,461 | ) |
|
| (324,287 | ) |
|
| (374,655 | ) |
|
| 50,368 |
|
|
| 3,949 |
|
|
| 25,025 |
|
|
| (21,076 | ) |
|
| 14,378 |
|
|
| 34,760 |
|
|
| (20,382 | ) |
|
| 211,113 |
|
|
| (226,038 | ) |
|
| 437,151 |
|
| 147 |
| Table of Contents |
Revenues 2025 vs. 2024
Agricultural Business
Agricultural Production. Revenues from the Agricultural Production segment decreased by 12.6%, from ARS 374,179 million for the fiscal year ended June 30, 2024, to ARS 326,975 million for the fiscal year ended June 30, 2025. Such decrease is mainly attributable to:
| · | ARS 61,577 million decrease in revenues from crop sales, as a result of the decline in international commodity prices (USD/Tn) and a reduction in the volume of tons traded in Argentina, partially offset by an increase in the volume traded in Brazil; |
|
|
|
| · | ARS 749 million decrease in revenues from leases and services, was mainly due to lower lease income, following the termination of one of the lease agreements related to the Los Pozos property (3,697 hectares). This was partially offset by higher revenues from seed multiplication services, driven by an increased volume of tons invoiced; |
|
|
|
| · | ARS 9,176 million increase in revenues from cattle sales, due to improved price performance in Argentina; and |
|
|
|
| · | ARS 5,946 million increase in revenues from sugarcane sales, resulting from a higher volume of tons traded and better prices. |
Others. Revenues from the Others segment decreased by 6.3%, from ARS 129,435 million for the fiscal year ended June 30, 2024, to ARS 121,291 million for the fiscal year ended June 30, 2025. This variation is mainly explained by an ARS 8,144 million decrease in revenues from brokerage, consignment, and others.
Urban Properties and Investment Business
Shopping Malls. Revenues from the Shopping Malls segment increased by 8.0% from ARS 250,468 million during the fiscal year ended June 30, 2024, to ARS 270,531 million during the fiscal year ended June 30, 2025. Rental income increased by 5.8% compared to the prior year, mainly due to changes in lease negotiations with tenants and to a higher income from retail stands. During the fiscal year ended June 30, 2025, the increase in revenues was mainly due to: (i) an increase of ARS 44,813 million in base rental revenues, mainly explained by contract renegotiations under more favorable terms; (ii) an increase of ARS 3,164 million in parking revenues, mainly explained by rate adjustments above inflation; (iii) an increase of ARS 2,764 million in admission rights mainly due to contract renegotiations; (iv) an increase of ARS 2,037 million in commissions; (v) an increase of ARS 263 million in revenues from management and administrative services; partially offset by (vi) a decrease of ARS 32,943 million in contingent rental revenues.
Offices. Revenues from the Offices segment decreased by 11.4% from ARS 22,646 million during the fiscal year ended June 30, 2024, to ARS 20,065 million during the fiscal year ended June 30, 2025. This variation is mainly explained by a decrease in revenue from leases by 12.1% from ARS 22,555 million during the fiscal year ended June 30, 2024, to ARS 19,830 million during the fiscal year ended June 30, 2025. The decrease is primarily attributable to the stability of lease rates expressed in U.S. dollars and to a foreign exchange variation that was lower than inflation rate.
Sales and Developments. Revenues from the Sales and Developments segment recorded a 1.0% decrease from ARS 12,891 million during the fiscal year ended June 30, 2024, to ARS 12,761 million during the fiscal year ended June 30, 2025. The decrease was mainly attributable to: (i) a decrease of ARS 1,562 million in rental income, due to lower occupancy of units during the fiscal year ended June 30, 2025, and because in the fiscal year ended June 30, 2024, spaces had been leased for events and filming; partially offset by (ii) an increase of ARS 1,212 million in revenues from the sale of trading properties, as during the current fiscal year 37 lots in the “Nuevo Quilmes 2” neighborhood and a plot of land located in Tigre, the assignment of rights for a unit in the “Human Abasto Towers” and the payment in kind of units from Towers 1 and 2 located in Canelones (Uruguay) by VAM, while in the fiscal year ended June 30, 2024, two plots of land in Canelones (Uruguay) had been sold by VAM.
| 148 |
| Table of Contents |
Hotels. Revenues from our Hotels segment decreased by 24.7% from ARS 85,840 million during the fiscal year ended June 30, 2024, to ARS 64,596 million during the fiscal year ended June 30, 2025. This decrease is mainly explained by a drop in international tourism arrivals as a result of reduced currency competitiveness in the country.
Others. Revenues from the Others segment increased by 25.2% from ARS 5,357 million during the fiscal year ended June 30, 2024, to ARS 6,709 million during the fiscal year ended June 30, 2025, 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 2025 vs. 2024
Agricultural Business
Agricultural Production. The costs of the Agricultural Production segment decreased by 15.9%, from ARS 333,264 million for the fiscal year ended June 30, 2024, to ARS 280,439 million for the fiscal year ended June 30, 2025, primarily due to:
| · | ARS 62,869 million decrease in crop sales costs, as a result of a lower volume of tons sold in Argentina, partially offset by a higher volume of tons sold in Brazil; |
|
|
|
| · | ARS 3,209 million decrease in lease and service costs, mainly due to lower lease costs in Brazil; |
|
|
|
| · | ARS 8,952 million increase in cattle sales costs, primarily as a result of a higher volume of kilograms sold during the current fiscal year compared to the fiscal year ended June 30, 2024; and |
|
|
|
| · | ARS 4,301 million increase in sugarcane sales costs, mainly due to an increase in the volume of sugarcane sold. |
|
|
|
Costs of the Agricultural Production segment, measured as a percentage of revenues from this segment, decreased from 89.1% during the fiscal year ended June 30, 2024, to 85.8% during the fiscal year ended June 30, 2025.
Land transformation and sales. The costs of the Land Transformation and Sales segment increased by 22.3%, from ARS 318 million for the fiscal year ended June 30, 2024, to ARS 389 million for the fiscal year ended June 30, 2025. This variation is mainly explained by farmland sales that occurred during both fiscal years, considering that in the fiscal year ended June 30, 2025, there was a higher number of hectares sold compared to the fiscal year ended June 30, 2024.
Others. The costs of the Others segment increased by 24.3%, from ARS 85,248 million for the fiscal year ended June 30, 2024, to ARS 105,934 million for the fiscal year ended June 30, 2025. This increase is mainly related to higher consignment and storage costs. Costs of the Others segment, measured as a percentage of revenues from this segment, increased from 65.9% during the fiscal year ended June 30, 2024, to 87.3% during the fiscal year ended June 30, 2025.
Urban Properties and Investment Business
Shopping Malls. Costs associated with the Shopping Malls segment increased by 38.6%, from ARS 14,937 million during the fiscal year ended June 30, 2024, to ARS 20,705 million during the fiscal year ended June 30, 2025, primarily due to higher activity levels at the shopping malls, which led to higher operating costs, mainly explained by: (i) an increase of ARS 1,406 million in amortization and depreciation charges, partially due to the recognition of the Terrazas de Mayo brand acquired during the fiscal year ended June 30, 2025, as well as the capitalization of construction works in progress; (ii) an increase of ARS 1,293 million in rents and expenses; (iii) an increase of ARS 1,141 million in fees and compensations for services; (iv) an increase of ARS 961 million in salaries, social security charges and other personnel administrative expenses; (v) an increase of ARS 598 million in maintenance, security, cleaning, repairs and related expenses; (vi) an increase of ARS 547 million in taxes; partially offset by (vii) a decrease of ARS 96 million in bank expenses; and (viii) a decrease of ARS 91 million in travel, transportation and stationery. Costs associated with the Shopping Malls segment, measured as a percentage of the revenues from this segment, increased from 6.0% during the fiscal year ended June 30, 2024, to 7.7% during the fiscal year ended June 30, 2025.
| 149 |
| Table of Contents |
Offices. Costs associated with the Offices segment increased by 5.7%, from ARS 1,648 million during the fiscal year ended June 30, 2024, to ARS 1,742 million during the fiscal year ended June 30, 2025. Office costs were influenced by higher occupancy in Class A+ and A buildings, as well as by the costs associated with the Coworking Philips space. The variation was mainly due to: (i) an increase of ARS 148 million in rents and expenses, partially explained by higher expenses from the Coworking Philips space; (ii) an increase of ARS 188 million in maintenance, security, cleaning, repairs and related expenses; (iii) an increase of ARS 74 million in travel, transportation and stationery; (iv) an increase of ARS 37 million in amortization and depreciation charges; partially offset by (v) a decrease of ARS 356 million in fees and compensations for services. Costs associated with the Offices segment, measured as a percentage of the revenues from this segment, increased from 7.3% during the fiscal year ended June 30, 2024, to 8.7% during the fiscal year ended June 30, 2025.
Sales and Developments. Costs associated with our Sales and Developments segment recorded a 140.6% increase from ARS 7,451 million during the fiscal year ended June 30, 2024, to ARS 17,929 million during the fiscal year ended June 30, 2025 (a rise aligned with sales growth, thus justifying the higher costs), mainly due to: (i) an increase of ARS 9,563 million in cost of goods sold and services, mainly explained by the sale of 37 lots in the “Nuevo Quilmes 2” neighborhood and a plot of land located in Tigre, the assignment of rights for a unit in the “Human Abasto Towers”, and the payment in kind of units from Towers 1 and 2 located in Canelones (Uruguay) by VAM; (ii) an increase of ARS 534 million in rents and expenses; (iii) an increase of ARS 303 million in salaries, social security charges and other personnel administrative expenses; (iv) an increase of ARS 117 million in taxes; (v) an increase of ARS 61 million in maintenance, security, cleaning, repairs and related expenses; partially offset by (vi) a decrease of ARS 74 million in fees and compensations for services. Costs in the Sales and Developments segment, measured as a percentage of revenues from this segment, increased from 57.8% during the fiscal year ended June 30, 2024, to 140.5% during the fiscal year ended June 30, 2025.
Hotels. Costs in the Hotels segment increased by 6.9%, from ARS 40,350 million during the fiscal year ended June 30, 2024, to ARS 43,149 million during the fiscal year ended June 30, 2025, mainly as a result of: (i) an increase of ARS 4,347 million in salaries, social security charges and other personnel administrative expenses; partially offset by (ii) a decrease of ARS 721 million in food, beverages and other hotel expenses; (iii) a decrease of ARS 526 million in fees and compensations for services; (iv) a decrease of ARS 217 million in maintenance, security, cleaning, repairs and related expenses; and (v) a decrease of ARS 153 million in amortization and depreciation charges. Costs in the Hotels segment, measured as a percentage of revenues from this segment, increased from 47.0% during the fiscal year ended June 30, 2024, to 66.8% during the fiscal year ended June 30, 2025.
Others. Costs in the Others segment increased by 7.9%, from ARS 3,781 million during the fiscal year ended June 30, 2024, to ARS 4,081 million during the fiscal year ended June 30, 2025, mainly as a result of: (i) an increase of ARS 204 million in taxes; (ii) an increase of ARS 150 million in fees and compensations for services; (iii) an increase of ARS 72 million in amortization and depreciation charges; (iv) an increase of ARS 43 million in travel, transportation and stationery; partially offset by (v) a decrease of ARS 116 million in other charges; (vi) a decrease of ARS 29 million in salaries, social security charges and other personnel administrative expenses; (vii) a decrease of ARS 23 million in maintenance, security, cleaning, repairs and related expenses. Costs in the Others segment, measured as a percentage of revenues from this segment, decreased from 70.6% during the fiscal year ended June 30, 2024, to 60.8% during the fiscal year ended June 30, 2025.
Initial recognition and changes in the fair value of biological assets and agricultural produce at the point of harvest 2025 vs. 2024
According to information by segments (taking into account the result from operations from our joint ventures and excluding those related to building administration expenses and collective promotion fund and business inter-segment transactions), the result from the initial recognition and changes in the fair value of biological assets and agricultural produce at the point of harvest increased by ARS 10,271 million (138.0%), from a gain of ARS 7,444 million for the fiscal year ended June 30, 2024, to a gain of ARS 17,715 million for the fiscal year ended June 30, 2025.
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Such variation was mainly as a result of:
| · | An increase of ARS 4,292 million in sugarcane production results, driven by a higher volume of tons produced and an increase in international market prices; |
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| · | A positive result of ARS 16,685 million from cattle production and holding, due to prices performing better relative to inflation compared to the previous fiscal year, along with an increase in kilograms produced; |
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| · | A decrease of ARS 10,706 million in grain production results, explained by a loss in the 2024-2025 crop season due to a decline in average NRV of grains and lower average yields in Argentina, partially offset by a gain in Brazil, supported by favorable weather conditions. |
Changes in the net realizable value of agricultural produce after harvest 2025 vs. 2024
Results from changes in the net realizable value of agricultural produce after harvest, according to the statement of income, decreased by ARS 5,360 million (53.6%), from a gain of ARS 10,002 million during the fiscal year ended June 30, 2024, to a gain of ARS 4,642 million during the fiscal year ended June 30, 2025.
This variation originated mainly in Argentina, due to lower international prices and a depreciation of the Argentine peso below the inflation rate compared to the previous fiscal year.
Gross profit/(loss) 2025 vs. 2024
Agricultural Business
Agricultural Production. Gross profit from this segment increased by 18.0%, from a profit of ARS 58,361 million in the fiscal year ended June 30, 2024, to a profit of ARS 68,893 million in the fiscal year ended June 30, 2025.
Land Transformation and Sales. Gross loss from this segment increased by 22.3%, from a loss of ARS 318 million in the fiscal year ended June 30, 2024, to a loss of ARS 389 million in the fiscal year ended June 30, 2025.
Others. Gross profit from this segment decreased by 65.2%, from a profit of ARS 44,187 million in the fiscal year ended June 30, 2024, to a profit of ARS 15,357 million in the fiscal year ended June 30, 2025.
Urban Properties and Investment Business
Shopping Malls. Gross profit from the Shopping Malls segment increased by 6.1%, from a profit of ARS 235,531 million during the fiscal year ended June 30, 2024, to a profit of ARS 249,826 million during the fiscal year ended June 30, 2025, 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, decreased from 94.0% positive during the fiscal year ended June 30, 2024, to 92.4% positive during the fiscal year ended June 30, 2025.
Offices. Gross profit from the Offices segment decreased by 12.7%, from a profit of ARS 20,998 million during the fiscal year ended June 30, 2024, to a profit of ARS 18,323 million profit during the fiscal year ended June 30, 2025. Gross profit from the Offices segment, measured as a percentage of revenues from this segment, decreased from 92.7% positive during the fiscal year ended June 30, 2024, to 91% positive during the fiscal year ended June 30, 2025.
Sales and Developments. Gross profit from the Sales and Developments segment decreased by 195.0%, from a profit of ARS 5,440 million during the fiscal year ended June 30, 2024, to a loss of ARS 5,168 million during the fiscal year ended June 30, 2025. Gross profit from the Sales and Developments segment, measured as a percentage of revenues from this segment, decreased from 42.2% positive during the fiscal year ended June 30, 2024, to 40.5% negative during the fiscal year ended June 30, 2025.
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Hotels. Gross profit from the Hotels segment decreased by 52.9%, from a profit of ARS 45,490 million during the fiscal year ended June 30, 2024, to a profit of ARS 21,447 million during the fiscal year ended June 30, 2025. Gross profit from the Hotels segment, measured as a percentage of revenues from this segment, decreased from 53.0% positive during the fiscal year ended June 30, 2024, to 33.2% positive during the fiscal year ended June 30, 2025.
Others. Gross profit from the Others segment increased by 66.8%, from a profit of ARS 1,576 million during the fiscal year ended June 30, 2024, to a profit of ARS 2,628 million during the fiscal year ended June 30, 2025. Gross profit from the Others segment, measured as a percentage of revenues from this segment, increased from 29.4% positive during the fiscal year ended June 30, 2024, to 39.2% positive during the fiscal year ended June 30, 2025.
The variations described in this section relate to the previously mentioned effects on revenues and costs.
Net loss from changes in the fair value of investment properties 2025 vs. 2024
Agricultural Business
According to information by segments (taking into account all our joint ventures and inter-segment eliminations), the result from changes in the fair value of investment properties varied by ARS 22,859 million (220.0%), from a net loss of ARS 10,392 million in the fiscal year ended June 30, 2024, to a net gain of ARS 12,467 million in the fiscal year ended June 30, 2025. This variation was mainly driven by the revaluation of agricultural land in Brazil, due to the increase in market prices of rural properties, improved productive outlook for main crops, and the effect of currency conversion.
Urban Properties and Investment Business
Total consolidated net gain from fair value adjustment of investment properties, according to the income statement, varied by ARS 482,337 million, from a net loss of ARS 475,729 million during the fiscal year ended June 30, 2024, to a net gain of ARS 6,608 million during the fiscal year ended June 30, 2025.
According to information by segments, the net gain/(loss) from fair value adjustment of investment properties went from a loss of ARS 476,237 million (of which an ARS 20,824 million loss derives from our Shopping Malls segment; an ARS 97,015 million loss from our Offices segment; an ARS 357,995 million loss from our Sales and Developments segment; and an ARS 403 million loss from our Others segment) during the fiscal year ended June 30, 2024, to a gain of ARS 9,135 million (of which an ARS 443,974 million gain derives from our Shopping Malls segment; an ARS 148,941 million loss from our Offices segment; an ARS 285,328 million loss from our Sales and Developments segment; and an ARS 570 million loss from our Others segment) during the fiscal year ended June 30, 2025.
The net impact on the Argentine Peso values of our shopping malls was primarily attributable to: (i) more favorable macroeconomic projections related to the projected real exchange rate and inflation; the variation of the official exchange rate, which is used to measure these properties, was 27 percentage points below inflation; and (ii) the discount rate used to discount cash flows, mainly affected by a decrease of approximately 400 basis points in the country risk premium compared to the prior fiscal year.
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 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, 2025, as in real terms, the variation in the MEP exchange rate, which is used to measure these properties, was 77 points below inflation. Dollar-denominated valuations remained at levels similar to those of the fiscal year ended June 30, 2024.
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Gain from disposal of farmlands 2025 vs. 2024
The total result from the sale of farmland, according to the income statement, decreased by ARS 31,360 million (42.8%), from ARS 73,352 million for the fiscal year ended June 30, 2024, to ARS 41,992 million for the fiscal year ended June 30, 2025.
Fiscal year ended June 30, 2025
| · | On September 26, 2024, BrasilAgro completed the sale of the remaining balance of 1,157 hectares of the Alto Taquari farm, a rural property located in the municipalities of Alto Taquari and Araputanga - Mato Grosso, Brazil. The contract was signed on September 1, 2021 and established the transfer of possession in two stages, the first being on October 10, 2021. The amount to be paid was 1,272,274 bags of soybeans, equivalent to BRL 189.4 million (ARS 43,395 million) at the date of the transaction. |
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| · | On September 30, 2024, BrasilAgro transferred 190 hectares due to the sale of the Rio do Meio farm, a rural property located in the municipality of Correntina-Bahia. The contract was signed on November 8, 2022 and established the transfer of ownership in four stages, this being the third, with the deadline for the fourth and final transfer set for May 2025. The sale price was 54,053 bags of soybeans, equivalent to BRL 7 million (ARS 1,604 million) at the date of the transaction. On May 23, 2025, an additional 660 hectares of the same property were transferred, corresponding to the fourth and final stage of the schedule. The sale price was 75,454 bags of soybeans, equivalent to BRL 10 million (ARS 2,132 million) at the date of the transaction, to be collected in annual installments maturing between July 31, 2027 and 2028. |
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| · | On September 30, 2024, Cresud signed the transfer of ownership deed for the sale of a fraction of the farmland of the property called “Los Pozos”, located in the Province of Salta, with a total area of 3,630 hectares, leaving a remainder of approximately 231,700 hectares of said property in the hands of the Company. The total price was USD 2.23 million (USD/ha 614), equivalent to ARS 2,742 million, of which USD 1.1 million (ARS 1,347 million) has been collected to date. The remaining balance of USD 1.13 million (ARS 1,395 million), guaranteed with a mortgage on the property, has been collected in a single installment in September 2025. |
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| · | As of June 30, 2025, BrasilAgro completed the sale of the entire Preferencia farm, a rural property located in the municipality of Baianópolis, Bahia State, with a total area of 17,799 hectares. The sale price was agreed at 452,342 arrobas of cattle (6,785,130 kg), equivalent to BRL 140.0 million (ARS 29,854 million) at the date of the transaction. As of June 30, 2025, the buyer made an initial payment of BRL 2.0 million (ARS 425 million), and in July 2025 paid the first installment of BRL 40.0 million (ARS 8,530 million), equivalent to 135,703 arrobas of cattle (2,035,545 kg). The remaining balance of 316,640 arrobas (4,749,600 kg) will be paid in six annual installments of 52,773 arrobas (791,595 kg) each, maturing between October 31, 2026 and October 31, 2031. |
Fiscal year ended June 30, 2024
| · | On October 5, 2023, Cresud signed a transfer deed of ownership for the sale of a fraction of field land known as Registration 5,421 of the property called “Los Pozos” located in the province of Salta, with a total area of 4,262 hectares. The total price was USD 2.3 million, which has been fully collected. |
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| · | On December 14, 2023, Cresud signed a transfer deed of ownership for the sale of a fraction of 500 hectares of agricultural activity from its “El Tigre” farm, located in the department of Trenel, province of La Pampa, Argentina. The total price was USD 3.8 million, of which USD 0.9 million remains to be received, which will be paid in two installments, the last of which is dated December 12, 2025, with a mortgage guarantee for said balance. After this transaction, the Company keeps the ownership of approximately 7,860 hectares of “El Tigre” farm. |
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| · | On March 26, 2024, BrasilAgro sold a fraction of 12,335 hectares (8,796 productive hectares) of the “Chaparral” farm located in Correntina, State of Bahia, Brazil, that was acquired in 2007. After this operation, a remaining surface of 24,847 hectares of this farm is still owned by BrasilAgro. The total amount of the operation was set at BRL 364.5 million, subject to variations in the soybean bag price, and the portion of the farm that was sold was valued on the books at BRL 34.0 million. |
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General and administrative expenses 2025 vs. 2024
Agricultural Business
Agricultural Production. General and administrative expenses associated with the Agricultural Production segment decreased by 15.1%, from ARS 27,383 million in the fiscal year ended June 30, 2024, to ARS 23,258 million in the fiscal year ended June 30, 2025, mainly due to: a decrease of ARS 3,473 million in expenses related to crop operations; a decrease of ARS 332 million in expenses related to sugarcane operations; a decrease of ARS 167 million in expenses related to cattle operations; and a decrease of ARS 153 million in expenses associated with the agricultural leases and services business. General and administrative expenses of the Agricultural Production segment, measured as a percentage of revenues from this segment, decreased from 7.3% during the fiscal year ended June 30, 2024, to 7.1% during the fiscal year ended June 30, 2025.
Land Transformation and Sales. General and administrative expenses associated with the Land Transformation and Sales segment decreased by 2.3%, from ARS 88 million during the fiscal year ended June 30, 2024, to ARS 86 million during the fiscal year ended June 30, 2025.
Corporate. General and administrative expenses associated with the Corporate segment decreased by 7.3%, from ARS 6,390 million during the fiscal year ended June 30, 2024, to ARS 5,925 million during the fiscal year ended June 30, 2025.
Others. General and administrative expenses associated with the Others segment increased by 0.8%, from ARS 13,093 million during the fiscal year ended June 30, 2024, to ARS 13,194 million during the fiscal year ended June 30, 2025. General and administrative expenses of the Others segment, measured as a percentage of revenues from this segment, increased from 10.1% during the fiscal year ended June 30, 2024, to 10.9% during the fiscal year ended June 30, 2025.
Urban Properties and Investment Business
Shopping Malls. General and administrative expenses of the Shopping Malls segment decreased by 3.7%, from ARS 30,126 million during the fiscal year ended June 30, 2024, to ARS 28,999 million during the fiscal year ended June 30, 2025, mainly due to: (i) a decrease of ARS 980 million in directors’ fees; (ii) a decrease of ARS 444 million in fees and compensations for services due to the discontinuation of some suppliers’ services and lower charges for certifications; (iii) a decrease of ARS 119 million in maintenance, security, cleaning, repairs and related expenses; (iv) a decrease of ARS 92 million in amortization and depreciation charges; partially offset by (v) an increase of ARS 449 million in salaries, social security charges and other personnel administrative expenses; (vi) an increase of ARS 40 million in travel, transportation and stationery; and (vii) an increase of ARS 20 million in rents and expenses. General and administrative expenses of the Shopping Malls segment, measured as a percentage of revenues from this segment, decreased from 12.0% during the fiscal year ended June 30, 2024, to 10.7% during the fiscal year ended June 30, 2025.
Offices. General and administrative expenses of the Offices segment decreased by 17.7%, from ARS 2,875 million during the fiscal year ended June 30, 2024, to ARS 2,365 million during the fiscal year ended June 30, 2025, mainly as a result of: (i) a decrease of ARS 442 million in amortization and depreciation charges; (ii) a decrease of ARS 86 million in directors’ fees; (iii) a decrease of ARS 37 million in fees and compensations for services due to the discontinuation of some suppliers’ services and lower charges for certifications; (iv) a decrease of ARS 10 million in maintenance, security, cleaning, repairs and related expenses; partially offset by (v) an increase of ARS 39 million in salaries, social security charges and other personnel administrative expenses; and (vi) an increase of ARS 21 million in rents and expenses. General and administrative expenses of the Offices segment, measured as a percentage of revenues from this segment, decreased from 12.7% during the fiscal year ended June 30, 2024, to 11.8% during the fiscal year ended June 30, 2025.
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Sales and Developments. General and administrative expenses associated with our Sales and Developments segment decreased by 5.5%, from ARS 12,283 million during the fiscal year ended June 30, 2024, to ARS 11,605 million during the fiscal year ended June 30, 2025. General and administrative expenses, measured as a percentage of revenues from this segment, decreased from 95.3% during the fiscal year ended June 30, 2024, to 90.9% during the fiscal year ended June 30, 2025.
Hotels. General and administrative expenses associated with our Hotels segment decreased by 8.1%, from ARS 13,025 million during the fiscal year ended June 30, 2024, to ARS 11,972 million during the fiscal year ended June 30, 2025, mainly as a result of: (i) a decrease of ARS 1,103 million in fees and compensations for services; (ii) a decrease of ARS 154 million in bank expenses; (iii) a decrease of ARS 114 million in taxes; (iv) a decrease of ARS 85 million in other charges; partially offset by (v) an increase of ARS 214 million in maintenance, security, cleaning, repairs and related expenses; (vi) an increase of ARS 167 million in salaries, social security charges and other personnel administrative expenses; and (vii) an increase of ARS 37 million in amortization and depreciation charges. General and administrative expenses associated with the Hotels segment, measured as a percentage of revenues from this segment, increased from 15.2% during the fiscal year ended June 30, 2024, to 18.5% during the fiscal year ended June 30, 2025.
Others. General and administrative expenses associated with our Others segment increased by 5.5%, from ARS 13,428 million during the fiscal year ended June 30, 2024, to ARS 14,162 million during the fiscal year ended June 30, 2025, mainly due to: (i) an increase of ARS 1,087 million in directors’ fees; (ii) an increase of ARS 42 million in fees and compensations for services; (iii) an increase of ARS 14 million in amortization and depreciation charges; partially offset by (iv) a decrease of ARS 174 million in salaries, social security charges and other personnel administrative expenses; (v) a decrease of ARS 143 million in other charges; (vi) a decrease of ARS 56 million in taxes; (vii) a decrease of ARS 18 million in maintenance, security, cleaning, repairs and related expenses; and (viii) a decrease of ARS 11 million in travel, transportation and stationery. General and administrative expenses of the Others segment, measured as a percentage of revenues from this segment, increased from 250.7% during the fiscal year ended June 30, 2024, to 211.1% during the fiscal year ended June 30, 2025.
Selling expenses 2025 vs. 2024
Agricultural Business
Agricultural Production. Selling expenses from the Agricultural Production segment decreased by 11.5%, from ARS 40,340 million in the fiscal year ended June 30, 2024, to ARS 35,685 million in the fiscal year ended June 30, 2025, mainly due to: a decrease of ARS 5,115 million in expenses related to crop operations; a decrease of ARS 144 million in expenses associated with the agricultural leases and services business; a decrease of ARS 39 million in expenses related to sugarcane operations; partially offset by an increase of ARS 643 million in expenses related to cattle operations. Selling expenses of the Agricultural Production segment, measured as a percentage of revenues from this segment, increased from 10.8% during the fiscal year ended June 30, 2024, to 10.9% during the fiscal year ended June 30, 2025.
Land Transformation and Sales. Selling expenses from the Land Transformation and Sales segment decreased by 6.4%, from ARS 1,658 million during the fiscal year ended June 30, 2024, to ARS 1,552 million during the fiscal year ended June 30, 2025.
Others. Selling expenses from the Others segment increased by 15.6%, from ARS 19,024 million during the fiscal year ended June 30, 2024, to ARS 21,988 million during the fiscal year ended June 30, 2025, mainly due to an increase of ARS 2,964 million in selling expenses related to other segments. Selling expenses from the Others segment, measured as a percentage of revenues from this segment, increased from 14.7% during the fiscal year ended June 30, 2024, to 18.1% during the fiscal year ended June 30, 2025.
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Urban Properties and Investment Business
Shopping Malls. Selling expenses of the Shopping Malls segment increased by 7.8%, from ARS 12,558 million during the fiscal year ended June 30, 2024, to ARS 13,536 million during the fiscal year ended June 30, 2025, mainly as a result of: (i) an increase of ARS 1,058 million in taxes due to an increase in ABL rates and real estate taxes, which are adjusted by CPI; (ii) an increase of ARS 47 million in amortization and depreciation charges; (iii) an increase of ARS 31 million in bad debts (charge and recovery, net); partially offset by (iv) a decrease of ARS 89 million in fees and compensations for services; (v) a decrease of ARS 59 million in advertising, promotions, and other marketing expenses; and (vi) a decrease of ARS 12 million in salaries, social security charges and other personnel administrative expenses. Selling expenses, measured as a percentage of revenues from the Shopping Malls segment, remained stable at 5.0% during the fiscal years presented.
Offices. Selling expenses associated with our Offices segment increased by 255.0%, from ARS 251 million during the fiscal year ended June 30, 2024, to ARS 891 million during the fiscal year ended June 30, 2025. Such variation was mainly generated as a result of: (i) an increase of ARS 334 million in fees and compensations for services; (ii) an increase of ARS 182 million in bad debts (charge and recovery, net), primarily due to higher provisions for uncollectible accounts at the Intercontinental Building; (iii) an increase of ARS 138 million in advertising, promotions, and other marketing expenses; partially offset by (iv) a decrease of ARS 19 million in taxes. Selling expenses associated with our Offices segment, measured as a percentage of revenues from this segment, increased from 1.1% during the fiscal year ended June 30, 2024, to 4.4% during the fiscal year ended June 30, 2025.
Sales and Developments. Selling expenses associated with our Sales and Developments segment decreased by 30.9%, from ARS 4,512 million during the fiscal year ended June 30, 2024, to ARS 3,116 million during the fiscal year ended June 30, 2025. The variation was mainly explained by lower expenses incurred in the sale of properties, caused by a decrease in sales compared to the prior year. Among the most significant variations were: (i) a decrease of ARS 1,091 million in fees and compensations for services due to lower notary fees; (ii) a decrease of ARS 667 million in taxes due to lower sealing expenses; (iii) a decrease of ARS 11 million in bad debts (charge and recovery, net); partially offset by (iv) an increase of ARS 384 million in advertising, promotions, and other marketing expenses. Selling expenses associated with our Sales and Developments segment, measured as a percentage of revenues from this segment, decreased from 35.0% during the fiscal year ended June 30, 2024, to 24.4% during the fiscal year ended June 30, 2025.
Hotels. Selling expenses associated with our Hotels segment decreased by 13.8%, from ARS 5,863 million during the fiscal year ended June 30, 2024, to ARS 5,052 million during the fiscal year ended June 30, 2025, mainly as a result of: (i) a decrease of ARS 1,769 million in taxes; (ii) a decrease of ARS 70 million in salaries, social security charges and other personnel administrative expenses; (iii) a decrease of ARS 64 million in fees and compensations for services; partially offset by (iv) an increase of ARS 44 million in advertising, promotions, and other marketing expenses; and (v) an increase of ARS 41 million in other charges. Selling expenses associated with our Hotels segment, measured as a percentage of revenues from this segment, increased from 6.8% during the fiscal year ended June 30, 2024, to 7.8% during the fiscal year ended June 30, 2025.
Others. Selling expenses associated with our Others segment increased by 25.8%, from ARS 1,203 million during the fiscal year ended June 30, 2024, to ARS 1,513 million during the fiscal year ended June 30, 2025. 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 22.5% during the fiscal year ended June 30, 2024, to 22.6% during the fiscal year ended June 30, 2025.
Other operating results, net 2025 vs. 2024
Agricultural Business
Agricultural Production. Other operating results, net, associated with our Agricultural Production segment decreased by ARS 5,862 million, from a profit of ARS 11,849 million in the fiscal year ended June 30, 2024, to a profit of ARS 5,987 million in the fiscal year ended June 30, 2025. This decrease was primarily driven by lower results from commodity transactions, reflecting reduced trading volumes and average selling prices below prevailing market levels, which adversely impacted the valuation of the positions held.
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Land Transformation and Sales. Other operating results, net, from this segment decreased by ARS 15,654 million, from a profit of ARS 19,151 million in the fiscal year ended June 30, 2024, to a profit of ARS 3,497 million in the fiscal year ended June 30, 2025. This decrease is mainly explained by the valuation effect of accounts receivable related to farmland sales agreed in soybean bags, whose fair value measurement reflected the decline in soybean prices during the fiscal year.
Others. Other operating results, net, associated with the Others segment decreased by ARS 5,432 million, from a profit of ARS 7,904 million in the fiscal year ended June 30, 2024, to a profit of ARS 2,472 million in the fiscal year ended June 30, 2025. This decrease is mainly due to lower interest income generated by operating assets related to interest on late payment of trade receivables, as well as lower interest income from advances granted in brokerage transactions in Argentine pesos. During the period, the amount granted grew below the inflation rate, and interest rates fell by 35%. Additionally, interest income from the sale of inputs and loans in U.S. dollars to clients was also affected, as these were granted at lower rates through FyO.
Urban Properties and Investment Business
Shopping Malls. Other operating results, net, associated with our Shopping Malls segment varied by 87.4%, from a net loss of ARS 3,960 million during the fiscal year ended June 30, 2024, to a net loss of ARS 500 million during the fiscal year ended June 30, 2025, mainly as a result of: (i) a lower charge from lawsuits of ARS 4,172 million, primarily explained by a change in the interest rate applied to employment-related claims; partially offset by (ii) a decrease of ARS 795 million in interest income generated by operating assets due to improved collection periods, leading to lower interest earned. Other operating results, net, from this segment, as a percentage of revenues from this segment, decreased from 1.6% negative during the fiscal year ended June 30, 2024, to 0.2% negative during the fiscal year ended June 30, 2025.
Offices. Other operating results, net, associated with our Offices segment varied by 306.8%, from a net loss of ARS 88 million during the fiscal year ended June 30, 2024, to a net profit of ARS 182 million during the fiscal year ended June 30, 2025, mainly as a result of: (i) a lower charge from lawsuits of ARS 179 million; (ii) an increase of ARS 131 million in interest income generated by operating assets; partially offset by (iii) a higher charge of ARS 32 million for donations. Other operating results, net, from this segment, as a percentage of revenues from this segment, increased from 0.4% negative during the fiscal year ended June 30, 2024, to 0.9% positive during the fiscal year ended June 30, 2025.
Sales and Developments. Other operating results, net, associated with our Sales and Developments segment varied by 259.5%, from a net loss of ARS 5,305 million during the fiscal year ended June 30, 2024, to a net loss of ARS 19,070 million during the fiscal year ended June 30, 2025, mainly due to: (i) a loss of ARS 19,125 million due to the impairment of properties trading properties for the fiscal year ended June 30, 2025, which resulted from the Company’s comparison between the inflation-adjusted cost (ARS 57,107 million) and the net realizable value (ARS 37,982 million) of these assets; partially offset by (ii) a lower negative result of ARS 2,746 million from the sale of property, plant and equipment corresponding to the sale of the 9th floor of the “261 Della Paolera” Tower (located in the Catalinas area of Buenos Aires City) during the fiscal year ended June 30, 2024; (iii) a lower negative result of ARS 2,181 million from the sale of a joint venture corresponding to the sale of Quality Invest S.A. during the fiscal year ended June 30, 2024; (iv) an increase of ARS 417 million in management fees; (v) a lower charge for lawsuits of ARS 327 million; and (vi) a lower charge for donations of ARS 151 million. Other operating results, net, from this segment, as a percentage of revenues from this segment, increased from 41.2% negative during the fiscal year ended June 30, 2024, to 149.4% negative during the fiscal year ended June 30, 2025.
Hotels. Other operating results, net, associated with the Hotels segment varied by 69.9%, from a net loss of ARS 1,577 million during the fiscal year ended June 30, 2024, to a net loss of ARS 474 million during the fiscal year ended June 30, 2025, mainly due to a decrease in lawsuit charges of ARS 1,224 million, primarily explained by lower labor contingencies related to Nuevas Fronteras S.A. Other operating results, net, from this segment, as a percentage of revenues from this segment, decreased from 1.8% negative during the fiscal year ended June 30, 2024, to 0.7% negative during the fiscal year ended June 30, 2025.
Others. Other operating results, net, associated with the Others segment varied by 131.6%, from a net profit of ARS 1,150 million during the fiscal year ended June 30, 2024, to a net profit of ARS 2,663 million during the fiscal year ended June 30, 2025, mainly due to: (i) a positive result from the sale of associates of ARS 2,488 million during the fiscal year ended June 30, 2025; (ii) an increase of ARS 289 million in management fees; (iii) a lower charge of ARS 113 million for donations; partially offset by (iv) a lower gain of ARS 1,273 million generated from other operating results, mainly explained by a recovery of provisions recorded in the comparative year related to La Arena S.A.; (v) a higher charge of ARS 88 million for lawsuits and other contingencies; and (vi) a lower gain of ARS 16 million from interest earned from operating assets. Other operating results, net, from this segment, as a percentage of revenues from this segment, increased from 21.5% positive during the fiscal year ended June 30, 2024, to 39.7% positive during the fiscal year ended June 30, 2025.
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Management fees 2025 vs. 2024
The company entered into a management agreement with Consultores Asset Management S.A., which provides for the payment of a fee equivalent to 10% of our results for advisory services related to all types of matters connected with activities and investments, such as farming, real estate, finance, hotels, etc. The charge for this fee decreased by 29.8%, from ARS 12,945 million in the fiscal year ended June 30, 2024, to ARS 9,081 million in the fiscal year ended June 30, 2025, as a consequence of lower results in the current fiscal year.
Operating results 2025 vs. 2024
Agricultural Business
Agricultural Production. Operating results of the Agricultural Production segment increased by ARS 13,450 million, from a profit of ARS 2,487 million in the fiscal year ended June 30, 2024, to a profit of ARS 15,937 million in the fiscal year ended June 30, 2025.
Land Transformation and Sales. Operating results of the Land Transformation and Sales segment decreased by ARS 24,118 million, from a profit of ARS 80,047 million in the fiscal year ended June 30, 2024, to a profit of ARS 55,929 million in the fiscal year ended June 30, 2025.
Corporate. Operating results of the Corporate segment increased by ARS 465 million, from a loss of ARS 6,390 million in the fiscal year ended June 30, 2024, to a loss of ARS 5,925 million in the fiscal year ended June 30, 2025.
Others. Operating results of the Others segment decreased by ARS 37,327 million, from a profit of ARS 19,974 million in the fiscal year ended June 30, 2024, to a loss of ARS 17,353 million in the fiscal year ended June 30, 2025.
Urban Properties and Investment Business
Shopping Malls. Operating results from operations associated with the Shopping Malls segment increased by 287.2%, from a net profit of ARS 168,063 million during the fiscal year ended June 30, 2024, to a net profit of ARS 650,765 million during the fiscal year ended June 30, 2025. Operating results from the Shopping Malls segment, as a percentage of revenues from this segment, increased from 67.1% positive during the fiscal year ended June 30, 2024, to 240.6% positive during the fiscal year ended June 30, 2025.
Offices. Operating results from operations associated with our Offices segment decreased by 68.7%, from a net loss of ARS 79,231 million during the fiscal year ended June 30, 2024, to a net loss of ARS 133,692 million during the fiscal year ended June 30, 2025. Such variation was mainly due to ARS 51,926 million decrease in the loss from fair value adjustments of investment properties. Operating results from the Offices segment, as a percentage of revenues from this segment, increased from 349.9% negative during the fiscal year ended June 30, 2024, to 666.3% negative during the fiscal year ended June 30, 2025.
Sales and Developments. Operating results from operations associated with our Sales and Developments segment varied by 13.4%, from a net loss of ARS 374,655 million during the fiscal year ended June 30, 2024, to a net loss of ARS 324,287 million during the fiscal year ended June 30, 2025. Such improvement is mainly due to the result from changes in the fair value of investment properties. Operating results from this segment, as a percentage of revenues from this segment, decreased from 2,906.3% negative during the fiscal year ended June 30, 2024, to 2,541.2% negative during the fiscal year ended June 30, 2025.
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| Table of Contents |
Hotels. Operating results from operations associated with the Hotels segment decreased by 84.2%, from a net profit of ARS 25,025 million during the fiscal year ended June 30, 2024, to a net profit of ARS 3,949 million during the fiscal year ended June 30, 2025. This decrease is mainly due to a drop in international tourism arrivals as a result of reduced currency competitiveness in the country. Operating results from the Hotels segment, as a percentage of revenues from this segment, decreased from 29.2% positive during the fiscal year ended June 30, 2024, to 6.1% positive during the fiscal year ended June 30, 2025.
Others. Operating results from operations associated with the Others segment varied by 11.0%, from a net profit of ARS 12,308 million during the fiscal year ended June 30, 2024, to a net loss of ARS 10,954 million during the fiscal year ended June 30, 2025. This decrease is mainly due to higher administrative expenses and a positive result in other operating results, net. Operating results from the Others segment, as a percentage of revenues from this segment, varied from 229,8% positive during the fiscal year ended June 30, 2024, to 163.3% positive during the fiscal year ended June 30, 2025.
Share of (loss)/profit of associates and joint ventures 2025 vs. 2024
Agricultural Business
According to information by segments (taking into account all our joint ventures and inter-segment eliminations), the total share of loss of associates and joint ventures increased by ARS 477 million (31.6%), from a loss of ARS 1,511 million in the fiscal year ended June 30, 2024, to a loss of ARS 1,034 million in the fiscal year ended June 30, 2025.
Agricultural Production. The share of profit of associates and joint ventures in the Agricultural Production segment decreased by 83.0%, from a profit of ARS 2,161 million in the fiscal year ended June 30, 2024, to a profit of ARS 368 million in the fiscal year ended June 30, 2025.
Others. The share of loss of associates and joint ventures in the Others segment improved by 61.8%, from a loss of ARS 3,672 million in the fiscal year ended June 30, 2024, to a loss of ARS 1,402 million in the fiscal year ended June 30, 2025.
Urban Properties and Investment Business
The share of profit of associates and joint ventures, according to the income statement, decreased by 41.2%, from a net profit of ARS 47,454 million during the fiscal year ended June 30, 2024 to a net profit of ARS 27,924 million during the fiscal year ended June 30, 2025, mainly due to a decrease in positive results from the Others segment.
Also, the net share of profit of joint ventures, mainly from Nuevo Puerto Santa Fe S.A. (Shopping Malls segment), and Cyrsa S.A. and Puerto Retiro S.A. (Sales and Developments segment), showed a 571.5% increase, from a profit of ARS 386 million during the fiscal year ended June 30, 2024, to a profit of ARS 2,592 million during the fiscal year ended June 30, 2025. Mainly due to results from the joint venture Nuevo Puerto Santa Fe 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 Puerto Retiro S.A and Cyrsa 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.
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| Table of Contents |
Others. The share of profit of associates from the Others segment decreased by 46.2%, from a net profit of ARS 47,068 million during the fiscal year ended June 30, 2024, to a net profit of ARS 25,332 million during the fiscal year ended June 30, 2025, mainly as a result of the variation from our investments La Rural S.A. by ARS 632 million positive, GCDI by ARS 7,615 million positive, and Banco Hipotecario S.A. by ARS 27,143 million negative. This variation is mainly explained by the macroeconomic conditions in Argentina, which affected the operations of the associated companies.
Financial results, net 2025 vs. 2024
The Company’s financial results, net, recorded a variation of ARS 160,976 million, decreasing from a profit of ARS 208,552 million in the fiscal year ended June 30, 2024, to a profit of ARS 47,576 million in the fiscal year ended June 30, 2025. The decrease is mainly due to a lower positive result from the fair value measurement of financial assets and liabilities through profit or loss, together with a decrease in interest income and in the gain from foreign exchange differences, partially offset by a lower negative result from derivative financial instruments (except commodities), a gain generated by exposure to changes in the purchasing power of the currency, and a decrease in interest expense.
Income Tax 2025 vs. 2024
The Company applies the deferred tax method to calculate income tax for the reported periods, thus recognizing temporary differences as tax assets and liabilities. The income tax charge for the year changed from a profit of ARS 86,261 million in the fiscal year ended June 30, 2024, to a loss of ARS 71,045 million in the fiscal year ended June 30, 2025, of which a loss of ARS 22,707 million relates to the Agricultural Business and a loss of ARS 48,338 million relates to the Urban Properties and Investment Business.
Net profit 2025 vs. 2024
As a result of the factors described above, our net profit for the year increased by ARS 75,527 million, from ARS 148,839 million in the fiscal year ended June 30, 2024, to ARS 224,366 million in the fiscal year ended June 30, 2025, of which ARS 23,109 million derive from the Agricultural Business and ARS 201,257 million from the Urban Properties and Investment Business.
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| Table of Contents |
Results of Operations for the fiscal years ended June 30, 2024 and 2023
|
| Agricultural business |
|
| Urban Properties and Investment business |
|
| Total segment information |
|
| Joint ventures (i) |
|
| Adjustments (ii) |
|
| Elimination of inter-segment transactions and non-reportable assets / liabilities |
|
| Total Statement of Income / Financial Position Restated |
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
| 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. |
|
| 06.30.24 |
|
| 06.30.23 |
|
| Var. |
| |||||||||||||||||||||
|
| (in million of ARS) |
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Revenues |
|
| 503,614 |
|
|
| 527,192 |
|
|
| (23,578 | ) |
|
| 377,202 |
|
|
| 374,521 |
|
|
| 2,681 |
|
|
| 880,816 |
|
|
| 901,713 |
|
|
| (20,897 | ) |
|
| (2,027 | ) |
|
| (2,352 | ) |
|
| 325 |
|
|
| 82,884 |
|
|
| 90,317 |
|
|
| (7,433 | ) |
|
| (2,314 | ) |
|
| (3,404 | ) |
|
| 1,090 |
|
|
| 959,359 |
|
|
| 986,274 |
|
|
| (26,915 | ) |
Costs |
|
| (418,830 | ) |
|
| (437,501 | ) |
|
| 18,671 |
|
|
| (68,167 | ) |
|
| (68,825 | ) |
|
| 658 |
|
|
| (486,997 | ) |
|
| (506,326 | ) |
|
| 19,329 |
|
|
| 225 |
|
|
| 1,026 |
|
|
| (801 | ) |
|
| (84,539 | ) |
|
| (91,947 | ) |
|
| 7,408 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (571,311 | ) |
|
| (597,247 | ) |
|
| 25,936 |
|
Initial recognition and changes in the fair value of biological assets and agricultural products at the point of harvest |
|
| 7,444 |
|
|
| (7,847 | ) |
|
| 15,291 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 7,444 |
|
|
| (7,847 | ) |
|
| 15,291 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 989 |
|
|
| 1,142 |
|
|
| (153 | ) |
|
| 8,433 |
|
|
| (6,705 | ) |
|
| 15,138 |
|
Changes in the net realizable value of agricultural products after harvest |
|
| 10,002 |
|
|
| (13,148 | ) |
|
| 23,150 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 10,002 |
|
|
| (13,148 | ) |
|
| 23,150 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 10,002 |
|
|
| (13,148 | ) |
|
| 23,150 |
|
Gross profit / (loss) |
|
| 102,230 |
|
|
| 68,696 |
|
|
| 33,534 |
|
|
| 309,035 |
|
|
| 305,696 |
|
|
| 3,339 |
|
|
| 411,265 |
|
|
| 374,392 |
|
|
| 36,873 |
|
|
| (1,802 | ) |
|
| (1,326 | ) |
|
| (476 | ) |
|
| (1,655 | ) |
|
| (1,630 | ) |
|
| (25 | ) |
|
| (1,325 | ) |
|
| (2,262 | ) |
|
| 937 |
|
|
| 406,483 |
|
|
| 369,174 |
|
|
| 37,309 |
|
Net loss from fair value adjustment of investment properties |
|
| (10,392 | ) |
|
| (12,276 | ) |
|
| 1,884 |
|
|
| (476,237 | ) |
|
| (265,944 | ) |
|
| (210,293 | ) |
|
| (486,629 | ) |
|
| (278,220 | ) |
|
| (208,409 | ) |
|
| 508 |
|
|
| 10,539 |
|
|
| (10,031 | ) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (486,121 | ) |
|
| (267,681 | ) |
|
| (218,440 | ) |
Gain from disposal of farmlands |
|
| 73,352 |
|
|
| 77,831 |
|
|
| (4,479 | ) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 73,352 |
|
|
| 77,831 |
|
|
| (4,479 | ) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 73,352 |
|
|
| 77,831 |
|
|
| (4,479 | ) |
General and administrative expenses |
|
| (46,954 | ) |
|
| (43,988 | ) |
|
| (2,966 | ) |
|
| (71,737 | ) |
|
| (101,152 | ) |
|
| 29,415 |
|
|
| (118,691 | ) |
|
| (145,140 | ) |
|
| 26,449 |
|
|
| 242 |
|
|
| 347 |
|
|
| (105 | ) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 150 |
|
|
| 897 |
|
|
| (747 | ) |
|
| (118,299 | ) |
|
| (143,896 | ) |
|
| 25,597 |
|
Selling expenses |
|
| (61,022 | ) |
|
| (48,410 | ) |
|
| (12,612 | ) |
|
| (24,387 | ) |
|
| (23,507 | ) |
|
| (880 | ) |
|
| (85,409 | ) |
|
| (71,917 | ) |
|
| (13,492 | ) |
|
| 187 |
|
|
| 142 |
|
|
| 45 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 1,035 |
|
|
| 1,557 |
|
|
| (522 | ) |
|
| (84,187 | ) |
|
| (70,218 | ) |
|
| (13,969 | ) |
Other operating results, net |
|
| 38,904 |
|
|
| (9,043 | ) |
|
| 47,947 |
|
|
| (9,780 | ) |
|
| (37,730 | ) |
|
| 27,950 |
|
|
| 29,124 |
|
|
| (46,773 | ) |
|
| 75,897 |
|
|
| (28 | ) |
|
| (129 | ) |
|
| 101 |
|
|
| 584 |
|
|
| 857 |
|
|
| (273 | ) |
|
| 120 |
|
|
| (128 | ) |
|
| 248 |
|
|
| 29,800 |
|
|
| (46,173 | ) |
|
| 75,973 |
|
Management fees |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (12,945 | ) |
|
| (24,823 | ) |
|
| 11,878 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (12,945 | ) |
|
| (24,823 | ) |
|
| 11,878 |
|
Profit / (loss) from operations |
|
| 96,118 |
|
|
| 32,810 |
|
|
| 63,308 |
|
|
| (273,106 | ) |
|
| (122,637 | ) |
|
| (150,469 | ) |
|
| (176,988 | ) |
|
| (89,827 | ) |
|
| (87,161 | ) |
|
| (893 | ) |
|
| 9,573 |
|
|
| (10,466 | ) |
|
| (14,016 | ) |
|
| (25,596 | ) |
|
| 11,580 |
|
|
| (20 | ) |
|
| 64 |
|
|
| (84 | ) |
|
| (191,917 | ) |
|
| (105,786 | ) |
|
| (86,131 | ) |
Share of (loss) / profit of associates and joint ventures |
|
| (1,511 | ) |
|
| (5,372 | ) |
|
| 3,861 |
|
|
| 47,068 |
|
|
| 20,145 |
|
|
| 26,923 |
|
|
| 45,557 |
|
|
| 14,773 |
|
|
| 30,784 |
|
|
| 386 |
|
|
| (6,584 | ) |
|
| 6,970 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (6 | ) |
|
| 6 |
|
|
| 45,943 |
|
|
| 8,183 |
|
|
| 37,760 |
|
Segment profit / (loss) |
|
| 94,607 |
|
|
| 27,438 |
|
|
| 67,169 |
|
|
| (226,038 | ) |
|
| (102,492 | ) |
|
| (123,546 | ) |
|
| (131,431 | ) |
|
| (75,054 | ) |
|
| (56,377 | ) |
|
| (507 | ) |
|
| 2,989 |
|
|
| (3,496 | ) |
|
| (14,016 | ) |
|
| (25,596 | ) |
|
| 11,580 |
|
|
| (20 | ) |
|
| 58 |
|
|
| (78 | ) |
|
| (145,974 | ) |
|
| (97,603 | ) |
|
| (48,371 | ) |
(i) | Represents the equity value of joint ventures that were proportionately consolidated for information by segment purposes. |
(ii) | Includes gross profit / (loss) of ARS (1,655) million and ARS (1,630) million corresponding to Building Administration Expenses and Collective Promotion Fund (FPC), as of June 30, 2024 and 2023, respectively. |
Agricultural Business
The following table shows a summary of the Agricultural Business lines for the fiscal years ended June 30, 2024 and 2023.
|
| Agricultural production |
|
| Land transformation and sales |
|
| Corporate |
|
| 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. |
| |||||||||||||||
|
| (in million of ARS) |
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Revenues |
|
| 374,179 |
|
|
| 388,107 |
|
|
| (13,928 | ) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 129,435 |
|
|
| 139,085 |
|
|
| (9,650 | ) |
|
| 503,614 |
|
|
| 527,192 |
|
|
| (23,578 | ) |
Costs |
|
| (333,264 | ) |
|
| (348,470 | ) |
|
| 15,206 |
|
|
| (318 | ) |
|
| (383 | ) |
|
| 65 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (85,248 | ) |
|
| (88,648 | ) |
|
| 3,400 |
|
|
| (418,830 | ) |
|
| (437,501 | ) |
|
| 18,671 |
|
Initial recognition and changes in the fair value of biological assets and agricultural products at the point of harvest |
|
| 7,444 |
|
|
| (7,847 | ) |
|
| 15,291 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 7,444 |
|
|
| (7,847 | ) |
|
| 15,291 |
|
Changes in the net realizable value of agricultural products after harvest |
|
| 10,002 |
|
|
| (13,148 | ) |
|
| 23,150 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 10,002 |
|
|
| (13,148 | ) |
|
| 23,150 |
|
Gross profit / (loss) |
|
| 58,361 |
|
|
| 18,642 |
|
|
| 39,719 |
|
|
| (318 | ) |
|
| (383 | ) |
|
| 65 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 44,187 |
|
|
| 50,437 |
|
|
| (6,250 | ) |
|
| 102,230 |
|
|
| 68,696 |
|
|
| 33,534 |
|
Net loss from fair value adjustment of investment properties |
|
| — |
|
|
| — |
|
|
| — |
|
|
| (10,392 | ) |
|
| (12,276 | ) |
|
| 1,884 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (10,392 | ) |
|
| (12,276 | ) |
|
| 1,884 |
|
Gain from disposal of farmlands |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 73,352 |
|
|
| 77,831 |
|
|
| (4,479 | ) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 73,352 |
|
|
| 77,831 |
|
|
| (4,479 | ) |
General and administrative expenses |
|
| (27,383 | ) |
|
| (24,371 | ) |
|
| (3,012 | ) |
|
| (88 | ) |
|
| (73 | ) |
|
| (15 | ) |
|
| (6,390 | ) |
|
| (7,231 | ) |
|
| 841 |
|
|
| (13,093 | ) |
|
| (12,313 | ) |
|
| (780 | ) |
|
| (46,954 | ) |
|
| (43,988 | ) |
|
| (2,966 | ) |
Selling expenses |
|
| (40,340 | ) |
|
| (35,549 | ) |
|
| (4,791 | ) |
|
| (1,658 | ) |
|
| (67 | ) |
|
| (1,591 | ) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| (19,024 | ) |
|
| (12,794 | ) |
|
| (6,230 | ) |
|
| (61,022 | ) |
|
| (48,410 | ) |
|
| (12,612 | ) |
Other operating results, net |
|
| 11,849 |
|
|
| 871 |
|
|
| 10,978 |
|
|
| 19,151 |
|
|
| (13,084 | ) |
|
| 32,235 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 7,904 |
|
|
| 3,170 |
|
|
| 4,734 |
|
|
| 38,904 |
|
|
| (9,043 | ) |
|
| 47,947 |
|
Profit / (loss) from operations |
|
| 2,487 |
|
|
| (40,407 | ) |
|
| 42,894 |
|
|
| 80,047 |
|
|
| 51,948 |
|
|
| 28,099 |
|
|
| (6,390 | ) |
|
| (7,231 | ) |
|
| 841 |
|
|
| 19,974 |
|
|
| 28,500 |
|
|
| (8,526 | ) |
|
| 96,118 |
|
|
| 32,810 |
|
|
| 63,308 |
|
Share of profit/ (loss) of associates and joint ventures |
|
| 2,161 |
|
|
| (876 | ) |
|
| 3,037 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (3,672 | ) |
|
| (4,496 | ) |
|
| 824 |
|
|
| (1,511 | ) |
|
| (5,372 | ) |
|
| 3,861 |
|
Segment profit / (loss) |
|
| 4,648 |
|
|
| (41,283 | ) |
|
| 45,931 |
|
|
| 80,047 |
|
|
| 51,948 |
|
|
| 28,099 |
|
|
| (6,390 | ) |
|
| (7,231 | ) |
|
| 841 |
|
|
| 16,302 |
|
|
| 24,004 |
|
|
| (7,702 | ) |
|
| 94,607 |
|
|
| 27,438 |
|
|
| 67,169 |
|
| 161 |
| Table of Contents |
Urban Properties and Investment Business
The following table shows a summary of the Urban Properties and Investment Business lines for the fiscal 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 millions of ARS) |
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Revenues |
|
| 250,468 |
|
|
| 245,723 |
|
|
| 4,745 |
|
|
| 22,646 |
|
|
| 23,745 |
|
|
| (1,099 | ) |
|
| 12,891 |
|
|
| 22,698 |
|
|
| (9,807 | ) |
|
| 85,840 |
|
|
| 77,512 |
|
|
| 8,328 |
|
|
| 5,357 |
|
|
| 4,843 |
|
|
| 514 |
|
|
| 377,202 |
|
|
| 374,521 |
|
|
| 2,681 |
|
Costs |
|
| (14,937 | ) |
|
| (16,643 | ) |
|
| 1,706 |
|
|
| (1,648 | ) |
|
| (1,963 | ) |
|
| 315 |
|
|
| (7,451 | ) |
|
| (6,905 | ) |
|
| (546 | ) |
|
| (40,350 | ) |
|
| (39,450 | ) |
|
| (900 | ) |
|
| (3,781 | ) |
|
| (3,864 | ) |
|
| 83 |
|
|
| (68,167 | ) |
|
| (68,825 | ) |
|
| 658 |
|
Gross profit |
|
| 235,531 |
|
|
| 229,080 |
|
|
| 6,451 |
|
|
| 20,998 |
|
|
| 21,782 |
|
|
| (784 | ) |
|
| 5,440 |
|
|
| 15,793 |
|
|
| (10,353 | ) |
|
| 45,490 |
|
|
| 38,062 |
|
|
| 7,428 |
|
|
| 1,576 |
|
|
| 979 |
|
|
| 597 |
|
|
| 309,035 |
|
|
| 305,696 |
|
|
| 3,339 |
|
Net loss from fair value adjustment of investment properties |
|
| (20,824 | ) |
|
| (57,854 | ) |
|
| 37,030 |
|
|
| (97,015 | ) |
|
| (25,666 | ) |
|
| (71,349 | ) |
|
| (357,995 | ) |
|
| (181,839 | ) |
|
| (176,156 | ) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| (403 | ) |
|
| (585 | ) |
|
| 182 |
|
|
| (476,237 | ) |
|
| (265,944 | ) |
|
| (210,293 | ) |
General and administrative expenses |
|
| (30,126 | ) |
|
| (34,612 | ) |
|
| 4,486 |
|
|
| (2,875 | ) |
|
| (4,325 | ) |
|
| 1,450 |
|
|
| (12,283 | ) |
|
| (13,260 | ) |
|
| 977 |
|
|
| (13,025 | ) |
|
| (16,964 | ) |
|
| 3,939 |
|
|
| (13,428 | ) |
|
| (31,991 | ) |
|
| 18,563 |
|
|
| (71,737 | ) |
|
| (101,152 | ) |
|
| 29,415 |
|
Selling expenses |
|
| (12,558 | ) |
|
| (11,230 | ) |
|
| (1,328 | ) |
|
| (251 | ) |
|
| (534 | ) |
|
| 283 |
|
|
| (4,512 | ) |
|
| (5,817 | ) |
|
| 1,305 |
|
|
| (5,863 | ) |
|
| (5,325 | ) |
|
| (538 | ) |
|
| (1,203 | ) |
|
| (601 | ) |
|
| (602 | ) |
|
| (24,387 | ) |
|
| (23,507 | ) |
|
| (880 | ) |
Other operating results, net |
|
| (3,960 | ) |
|
| (3,030 | ) |
|
| (930 | ) |
|
| (88 | ) |
|
| (357 | ) |
|
| 269 |
|
|
| (5,305 | ) |
|
| (4,579 | ) |
|
| (726 | ) |
|
| (1,577 | ) |
|
| (741 | ) |
|
| (836 | ) |
|
| 1,150 |
|
|
| (29,023 | ) |
|
| 30,173 |
|
|
| (9,780 | ) |
|
| (37,730 | ) |
|
| 27,950 |
|
Profit / (loss) from operations |
|
| 168,063 |
|
|
| 122,354 |
|
|
| 45,709 |
|
|
| (79,231 | ) |
|
| (9,100 | ) |
|
| (70,131 | ) |
|
| (374,655 | ) |
|
| (189,702 | ) |
|
| (184,953 | ) |
|
| 25,025 |
|
|
| 15,032 |
|
|
| 9,993 |
|
|
| (12,308 | ) |
|
| (61,221 | ) |
|
| 48,913 |
|
|
| (273,106 | ) |
|
| (122,637 | ) |
|
| (150,469 | ) |
Share of profit of associates and joint ventures |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 47,068 |
|
|
| 20,145 |
|
|
| 26,923 |
|
|
| 47,068 |
|
|
| 20,145 |
|
|
| 26,923 |
|
Segment profit / (loss) |
|
| 168,063 |
|
|
| 122,354 |
|
|
| 45,709 |
|
|
| (79,231 | ) |
|
| (9,100 | ) |
|
| (70,131 | ) |
|
| (374,655 | ) |
|
| (189,702 | ) |
|
| (184,953 | ) |
|
| 25,025 |
|
|
| 15,032 |
|
|
| 9,993 |
|
|
| 34,760 |
|
|
| (41,076 | ) |
|
| 75,836 |
|
|
| (226,038 | ) |
|
| (102,492 | ) |
|
| (123,546 | ) |
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| Table of Contents |
Revenues 2024 vs. 2023
Agricultural Business
Agricultural Production. Revenues from the Agricultural Production segment decreased by 3.6% from ARS 388,307 million during the fiscal year ended June 30, 2023 to ARS 374,179 million during the fiscal year ended June 30, 2024. Such decrease is mainly attributable to:
| · | ARS 24,051 million decrease in revenues from crop sales, as a result of a decrease in the sale price of soybeans compared to the previous year, which had the effect of the so-called “Soya Dollar”, partially offset by an increase in the volume of corn sold in the current fiscal year (45.0%); |
|
|
|
| · | ARS 664 million decrease in revenues from leases and services as a result of a loss generated by leases to third parties in Brazil, partially offset by a higher profit from an increase in the operated volume of seed multiplication services in Argentina during the current fiscal year, with higher yields of the seed used (June 30, 2024: 24,065 Tn / June 30, 2023: 11,422 Tn); |
|
|
|
| · | ARS 7,828 million increase in revenues from cattle sales as a result of the increase in the average sales price (approximately 3.0%), accompanied by a greater volume of kilograms sold (approximately 25.0%); and |
|
|
|
| · | ARS 2,959 million increase in revenues from sugarcane as a result of a greater volume of tons sold in the current fiscal year compared to the previous fiscal year (+7.0%) due to a drop in prices (-14.0%). |
Others. Revenue from the Others segment decreased by 6.9%, from ARS 139,085 million for the fiscal year ended June 30, 2023, to ARS 129,435 million for the fiscal year ended June 30, 2024. This decline was mainly driven by a reduction of ARS 9,650 million in consignment income, brokerage commissions, and other revenues, which were partially offset by an increase in input sales.
Urban Properties and Investment Business
Shopping Malls. Revenues from the Shopping Malls segment increased by 1.9% from ARS 245,723 million during the fiscal year ended June 30, 2023, to ARS 250,468 million during the fiscal year ended June 30, 2024. Although the number of new lease contracts in the fiscal year ended June 30, 2024, 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 in the total key money price, depending on the shopping mall. In the fiscal year ended June 30, 2024, the increase in revenues was mainly due to: (i) an increase of ARS 10,759 million in base rent revenue; (ii) an ARS 3,443 million increase in admission rights; (iii) an ARS 2,333 million increase in the revenue from averaging of scheduled rent escalation; (iv) an increase of ARS 1,814 million in commissions; and (v) an increase of ARS 821 million in revenue from parking; partially offset by: (vi) a decrease of ARS 14,325 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 23,745 million during the fiscal year ended June 30, 2023, to ARS 22,646 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 22,635 million during the fiscal year ended June 30, 2023, to ARS 22,555 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 22,698 million during the fiscal year ended June 30, 2023, to ARS 12,891 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 fiscal year ended June 30, 2024, 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 77,512 million during the fiscal year ended June 30, 2023, to ARS 85,840 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.
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Others. Revenues from the Others segment increased by 10.6% from ARS 4,843 million during the fiscal year ended June 30, 2023, to ARS 5,357 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
Agricultural Business
Agricultural Production. The costs of the Agricultural Production segment decreased by 4.4% from ARS 348,470 million during the fiscal year ended June 30, 2023 to ARS 333,264 million during the fiscal year ended June 30, 2024, primarily as a consequence of:
| · | ARS 13,690 million decrease in costs of crop sales, mainly as a result of a decrease in the sales price of soybeans in the current fiscal year compared to the fiscal year ended June 30, 2023, which had the effect of the so-called “Soya Dollar”; |
|
|
|
| · | ARS 7,961 million decrease in the costs of sugarcane sales, mainly as a result of a 7.0% drop in the prices of ethanol, a fuel component made from sugarcane; |
|
|
|
| · | ARS 4,475 million increase in the costs of cattle sales, as a result of a greater volume of kilograms sold (approximately 25.0%) during the current fiscal year compared to the fiscal year ended June 30, 2023; and |
|
|
|
| · | ARS 1,970 million increase in costs of leases and services, mainly as a result of an increase in the cost of leases in Brazil. |
Costs of the Agricultural Production segment, measured as a percentage of the segment’s revenues, decreased from 89.8% for the fiscal year ended June 30, 2023, to 89.1% for the fiscal year ended June 30, 2024.
Land transformation and sales. The costs of the Land transformation and sales segment decreased by 17.0% from ARS 383 million during the fiscal year ended June 30, 2023 to ARS 318 million during the fiscal year ended June 30, 2024. The variation is mainly explained by the sales of farmlands that occurred during both fiscal years, considering that in the fiscal year ended June 30, 2024 there were a lower number of hectares sold compared to the year ended June 30, 2023.
Others. The costs of the Other segment decreased by 3.8%, from ARS 88,648 million for the fiscal year ended June 30, 2023, to ARS 85,248 million for the fiscal year ended June 30, 2024, mainly due to a reduction in consignment costs, slightly offset by an increase in commission and supply costs. The costs of the Other segment, measured as a percentage of the segment’s revenues, increased from 63.7% for the fiscal year ended June 30, 2023, to 65.9% for the fiscal year ended June 30, 2024.
Urban Properties and Investment Business
Shopping Malls. Costs associated with the Shopping Malls segment decreased by 10.3%, from ARS 16,643 million during the fiscal year ended June 30, 2023, to ARS 14,937 million during the fiscal year ended June 30, 2024, mainly due to: (i) a decrease in leases and expenses of ARS 2,128 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 322 million; partially offset by: (iii) an increase in fees and compensation for services of ARS 674 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.
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Offices. Costs associated with the Offices segment decreased by 16.0%, from ARS 1,963 million during the fiscal year ended June 30, 2023, to ARS 1,648 million during the fiscal year ended June 30, 2024, mainly due to (i) a decrease in leases and expenses of ARS 346 million; (ii) a decrease in amortization and depreciation charges of ARS 208 million; (iii) a decrease in salaries, social security charges and other personnel administrative expenses of ARS 56 million; (iv) a decrease of ARS 35 million in maintenance, security, cleaning, repairs and other expenses; (v) a decrease in taxes, rates and contributions of ARS 34 million; partially offset by: (vi) an increase in fees and compensation for services of ARS 352 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.
Sales and Developments. Costs associated with our Sales and Developments segment recorded a 7.9% increase from ARS 6,905 million during the fiscal year ended June 30, 2023, to ARS 7,451 million during the fiscal year ended June 30, 2024 mainly due to: (i) an increase of ARS 761 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 219 million in maintenance, security, cleaning, repairs and other expenses; (iii) an increase of ARS 152 million in fees and compensation services; (iv) an increase in leases and expenses of ARS 62 million; partially offset by: (v) an ARS 644 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 39,450 million during the fiscal year ended June 30, 2023, to ARS 40,350 million during the fiscal year ended June 30, 2024, mainly as a result of: (i) an increase of ARS 896 million in maintenance, security, cleaning, repairs and other expenses; (ii) an increase of ARS 194 million in food, beverages and other hotel expenses; (iii) an increase of ARS 114 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 308 million. Costs in the Hotels segment, measured as a percentage of revenues from this segment, decreased from 50.9% during the fiscal year ended June 30, 2023, to 47.0% during the fiscal year ended June 30, 2024.
Others. Costs in the Others segment decreased by 2.1%, from ARS 3,864 million during the fiscal year ended June 30, 2023, to ARS 3,781 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 623 million; (ii) a decrease of ARS 47 million in fees and compensation services; (iii) a decrease in taxes, rates and contributions of ARS 46 million; partially offset by: (iv) an increase of ARS 457 million in maintenance, security, cleaning, repairs and other expenses; and (v) an increase of others charges of ARS 191 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.
Initial recognition and changes in the fair value of biological assets and agricultural produce at the point of harvest 2024 vs. 2023
According to information by segments (taking into account the result from operations from our joint ventures and excluding those related to building administration expenses and collective promotion fund and business inter-segment transactions), the result from the total initial recognition and changes in the fair value of biological assets and agricultural produce at the point of harvest increased by ARS 15,291 million (194.9%), from a loss of ARS 7,847 million in the fiscal year ended June 30, 2023 to a profit of ARS 7,444 million in the fiscal year ended June 30, 2024.
Such variation was mainly as a result of:
| · | A decrease in losses from production and cattle holding for ARS 19,306 million, due to the fact that prices had a better performance regarding inflation compared to the previous fiscal year, accompanied by an increase in kilograms produced (9.0%); |
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| · | A decrease in profit from crops production of ARS 10,389 million, mainly caused by the drop in soybean and corn prices at the time of harvest in Brazil, compared to the fiscal year ended June 30, 2023, compared to productive yields lower results observed in soybeans, offset by a gain in Argentina explained mainly by the Detour of the 22-23 Campaign, as a result of a greater quantity of tons obtained from yellow corn and cotton, accompanied by better productive yields and average net realizable value higher than those projected , with higher direct costs, including leases (remnant of the Anta Canon) and harvest expenses as a result of greater production, together with an increase in the profit in the Production Result of the 23-24 Campaign, with higher margins production, as a result of higher yields observed in wheat and soybean crops compared to the previous season, which were affected by the drought; and |
|
|
|
| · | An increase in profits from sugarcane production of ARS 6,374 million, mainly due to greater number of hectares planted (6.0%) during the current fiscal year compared to the previous one, which are impacted by a higher production of tons, accompanied by a reduction of costs (3.0%) in the face of a 7.0% drop in prices (lower price of ethanol, a fuel component made from sugarcane). |
Changes in the net realizable value of agricultural produce after harvest 2024 vs. 2023
Results from total changes in the net realizable value of agricultural produce after harvest, according to information by segments, increased by ARS 23,150 million (176.1%), from a loss of ARS 13,148 million in the fiscal year ended June 30, 2023 to a profit of ARS 10,002 million in the fiscal year ended June 30, 2024.
This variation is due to better price performance, mostly explained by Brazil. This is complemented by the greater amount of corn and cotton sold.
Gross profit/(loss) 2024 vs. 2023
Agricultural Business
Agricultural Production. Gross profit from this segment increased by 213.1% from a profit of ARS 18,642 million in the fiscal year ended June 30, 2023 to a profit of ARS 58,361 million in the fiscal year ended June 30, 2024.
Land Transformation and Sales. Gross profit from this segment increased by 17.0% from a loss of ARS 383 million in the fiscal year ended June 30, 2023 to a loss of ARS 318 million in the fiscal year ended June 30, 2024.
Others. Gross profit from this segment decreased by 12.4% from a profit of ARS 50,437 million in the fiscal year ended June 30, 2023 to a profit of ARS 44,187 million in the fiscal year ended June 30, 2024.
Urban Properties and Investment Business
Shopping Malls. Gross profit from the Shopping Malls segment increased by 2.8%, from a profit of ARS 229,080 million during the fiscal year ended June 30, 2023, to an ARS 235,531 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 21,782 million during the fiscal year ended June 30, 2023, to an ARS 20,998 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 15,793 million during the fiscal year ended June 30, 2023, to an ARS 5,440 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 19.5%, from a profit of ARS 38,062 million during the fiscal year ended June 30, 2023, to an ARS 45,490 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 49.1% positive during the fiscal year ended June 30, 2023, to 53.0% 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 979 million during the fiscal year ended June 30, 2023, to an ARS 1,576 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 changes in the fair value of investment properties 2024 vs. 2023
Agricultural Business
According to information by segments (taking into account all our joint ventures and inter-segment eliminations), the result from changes in the fair value of investment properties increased by ARS 1,884 million (15.3%), from a net loss of ARS 12,276 million in the fiscal year ended June 30, 2023 to a net loss of ARS 10,392 million in the fiscal year ended June 30, 2024, mainly caused by a decrease in the value of the hectares, related to the decrease in soybean prices. This effect is offset by a smaller area of hectares leased to third parties: as of June 30, 2023, the leased hectares were 13,501 while as of June 30, 2024, 11,674 hectares were leased. The sum of these two factors explains the lower loss.
Urban Properties and Investment Business
Total consolidated net loss from fair value adjustment of investment properties, according to the income statement, decreased by ARS 220,324 million, from a net loss of ARS 255,405 million during the fiscal year ended June 30, 2023, to a net loss of ARS 475,729 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 265,944 million (out of which an ARS 57,854 million loss derives from our Shopping Malls segment; an ARS 25,666 million loss from our Offices segment; an ARS 181,839 million loss from our Sales and Developments segment and an ARS 585 million loss from our Others segment) during the fiscal year ended June 30, 2023, to a loss of ARS 476,237 million during the fiscal year ended June 30, 2024 (out of which an ARS 20,824 million loss derives from our Shopping Malls segment; an ARS 97,015 million loss from our Offices segment; an ARS 357,995 million loss from our Sales and Developments segment and an ARS 403 million loss from our Others segment).
The net impact on the Argentine Peso values of our shopping malls was primarily attributable to: (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 fiscal year ended June 30, 2024, 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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Gain from disposal of farmlands 2024 vs. 2023
The total gain from disposal of farmlands, according to the income statement and the information by segment (taking into account all our joint ventures and inter-segment eliminations), decreased by ARS 4,479 million (5.8%), from ARS 77,831 million in the fiscal year ended June 30, 2023 to ARS 73,352 million in the fiscal year ended June 30, 2024.
Fiscal year ended June 30, 2024
| · | On October 5, 2023, Cresud signed a transfer deed of ownership for the sale of a fraction of field land known as Registration 5,421 of the property called “Los Pozos” located in the province of Salta, with a total area of 4,262 hectares. The total price was USD 2.3 million, which has been fully collected. |
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| · | On December 14, 2023, Cresud signed a transfer deed of ownership for the sale of a fraction of 500 hectares of agricultural activity from its “El Tigre” farm, located in the department of Trenel, province of La Pampa, Argentina. The total price was USD 3.8 million, of which USD 0.9 million remains to be received, which will be paid in two installments, the last of which is dated December 12, 2025, with a mortgage guarantee for said balance. After this transaction, the Company keeps the ownership of approximately 7,860 hectares of “El Tigre” farm. |
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| · | On March 26, 2024, BrasilAgro sold a fraction of 12,335 hectares (8,796 productive hectares) of the “Chaparral” farm located in Correntina, State of Bahia, Brazil, that was acquired in 2007. After this operation, a remaining surface of 24,847 hectares of this farm is still owned by BrasilAgro. The total amount of the operation was BRL 364.5 million, subject to variations in the soybean bag price, and the portion of the farm that was sold was valued on the books at BRL 34.0 million. |
Fiscal year ended June 30, 2023
| · | On October 6, 2022, BrasilAgro completed the sale of a fraction of 863 hectares (498 arable hectares) of the "Morotí" farm located in the State of Boquerón, Paraguay. The sale value was USD 1.5 million and the buyer made an initial payment of USD 748.5 thousand. The remaining balance will be paid in three equal annual installments. This fraction of the field was valued on the books at BRL 853 thousand. After this operation, a remainder of 58,722 hectares of this field remains in the hands of BrasilAgro. |
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| · | On November 8, 2022, BrasilAgro signed a contract for the sale of 1,965 hectares (1,423 arable hectares) of the Rio do Meio farm, a rural property located in the municipality of Correntina – Bahia. The value to be paid was 291 soybeans bags, equivalent to BRL 62.4 million on the date of the transaction. The buyer made an initial payment of BRL 17.7 million. The contract establishes a schedule for the transfer of ownership and revenue is recognized in four stages. The first was completed on November 14, 2022 and a revenue of BRL 20 million was recognized. The other phases are scheduled for July of each year until 2025. This fraction of the field was valued on the books at BRL 17.7 million. After this operation, a remnant of 5,750 hectares of said farm remains in the hands of BrasilAgro. |
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| · | In March 2023, BrasilAgro signed two contracts for the sale of the remaining surface of 5,517 hectares (4,011 arable hectares) of its Araucaria farm, located in the municipality of Mineiros, State of Goiás, Brazil. |
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| The first transaction was carried out on March 28, 2023, selling 5,185 hectares (3,796 arable hectares) at a value of 790 soybeans bags per arable hectare, equivalent to BRL 409.3 million on the date of the transaction. The amounts will be paid in 7 installments, the first on July 30, 2023 and the second on August 16, 2023 and the rest are scheduled for March 1 of each year until 2028. The domain transfer was made on June 15, 2023. | |
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| The second transaction was carried out on March 29, 2023, in which 332 hectares (215 arable hectares) were sold for a value of 297 soybeans bags per arable hectare, equivalent to BRL 8.5 million on the date of the transaction. The amounts will be paid in 5 installments, the first was collected on April 14, 2023 and the others are scheduled for March 30 of each year until 2027. The domain transfer was made on May 31, 2023. |
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| · | On June 29, 2023, BrasilAgro completed the sale of 4,408 hectares (3,202 arable hectares) of the ☐Jatobá VII☐ form, located in the municipality of Jaborandi – Bahia. The sale value was BRL 121.6 million (equivalent to 952,815 soybean bags). Payments will be in BRL and made in 7 annual installments, making the the first of them at the time of signing the contract. The remaining installments are scheduled for July 31 of each year until 2029. |
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General and administrative expenses 2024 vs. 2023
Agricultural Business
Agricultural Production. General and administrative expenses associated with the Agricultural Production segment increased by 12.4 %, from ARS 24,371 million in the fiscal year ended June 30, 2023 to ARS 27,383 million in the fiscal year ended June 30, 2024, mainly due to an ARS 2,973 million increase in expenses associated with crop operations; an ARS 120 million decrease in expenses associated with sugarcane operations; an ARS 403 million increase in expenses associated with cattle activities; and a ARS 244 million decrease in expenses associated with the agricultural lease and services business. General and administrative expenses of the Agricultural Production segment, measured as a percentage of revenues from this segment, increased from 6.3% during the fiscal year ended June 30, 2023 to 7.3% during the fiscal year ended June 30, 2024.
Land Transformation and Sales. General and administrative expenses associated with the Land Transformation and Sales segment increased by 20.5% from ARS 73 million during the fiscal year ended June 30, 2023 to ARS 88 million during the fiscal year ended June 30, 2024.
Corporate. General and administrative expenses associated with the Corporate segment decreased by 11.6%, from ARS 7,231 million during the fiscal year ended June 30, 2023 to ARS 6,390 million during the fiscal year ended June 30, 2024.
Others. General and administrative expenses associated with the Others segment increased by 6.3%, from ARS 12,313 million during the fiscal year ended June 30, 2023 to ARS 13,093 million during the fiscal year ended June 30, 2024. General and administrative expenses of the Others segment, measured as a percentage of revenues from this segment, decreased from 8.9% during the fiscal year ended June 30, 2023 to 10.1% during the fiscal year ended June 30, 2024.
Urban Properties and Investment Business
Shopping Malls. General and administrative expenses of Shopping Malls decreased by 13.0%, from ARS 34,612 million during the fiscal year ended June 30, 2023, to ARS 30,126 million during the fiscal year ended June 30, 2024, mainly due to: (i) a decrease of ARS 3,129 million in fees payable to directors; (ii) a decrease of ARS 886 million in salaries, social security charges, and other personnel administrative expenses due to lower expenses related to bonuses paid to employees; (iii) a decrease of ARS 556 million in amortization and depreciation charges; (iv) a decrease of ARS 225 million in rents and expenses; partially offset by: (v) an increase in maintenance, security, cleaning, repairs, and related charges of ARS 301 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.
Offices. General and administrative expenses of our Offices segment decreased by 33.5%, from ARS 4,325 million during the fiscal year ended June 30, 2023, to ARS 2,875 million during the fiscal year ended June 30, 2024, mainly as a result of: (i) a decrease of ARS 351 million in directors’ fees; (ii) a decrease of ARS 448 million in salaries, social security contributions, and other personnel expenses; (iii) a lower charge of ARS 244 million in amortization and depreciation; (iv) a decrease of ARS 92 million in fees and service charges; and (v) a lower charge of ARS 78 million in rent and utilities. General and administrative expenses measured as a percentage of the segment’s revenues decreased from a negative 18.2% for the fiscal year ended June 30, 2023, to a negative 12.7% for the fiscal year ended June 30, 2024. This variation was mainly explained by lower expenses related to employee bonuses. Additionally, there was a lower charge for directors’ fees.
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Sales and Developments. General and administrative expenses associated with our Sales and Developments segment decreased by 7.4%, from ARS 13,260 million during the fiscal year ended June 30, 2023, to ARS 12,283 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 16,964 million during the fiscal year ended June 30, 2023, to ARS 13,025 million during the fiscal year ended June 30, 2024, mainly as a result of: (i) a decrease of ARS 4,393 million in fees payable to directors; partially offset by (ii) an increase of ARS 261 million in taxes; (iii) an increase of ARS 50 million in salaries, social security charges, and other personnel administrative expenses; (iv) an increase of ARS 40 million in travel, transportation, and stationery; (v) an increase of ARS 28 million in amortization and depreciation charges; and (vi) an increase of ARS 21 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 31,991 million during the fiscal year ended June 30, 2023, to ARS 13,428 million during the fiscal year ended June 30, 2024, mainly due to: (i) a decrease of ARS 19,290 million in fees payable to directors; (ii) a decrease of ARS 211 million in fees and compensations for services; (iii) a decrease of ARS 59 million in taxes; partially offset by: (iv) an increase of ARS 817 million in salaries, social security charges, and other personnel administrative expenses; (v) an increase of ARS 49 million in maintenance, repairs, and services; (vi) an increase of ARS 46 million in amortization and depreciation charges; (vii) an increase of ARS 36 million in travel, transportation, and stationery; and (viii) an increase of ARS 11 million in bank expenses. General and administrative expenses associated with the Others segment, measured as a percentage of revenues from this segment, decreased from 660.6% during the fiscal year ended June 30, 2023, to 250.7% during the fiscal year ended June 30, 2024.
Selling expenses 2024 vs. 2023
Agricultural Business
Agricultural Production. Selling expenses from the Agricultural Production segment increased by 13.5% from ARS 35,549 million in the fiscal year ended June 30, 2023 to ARS 40,340 million in the fiscal year ended June 30, 2024, mainly as a result of a ARS 5,008 million increase in selling expenses related with crop operations, an ARS 313 million decrease in expenses for sugarcane operations, a ARS 327 million increase in selling expenses for cattle and a ARS 231 million decrease in selling expenses associated with leases and agricultural services. Selling expenses of the Agricultural Production segment, measured as a percentage of revenues from this segment, increased from 9.2% during the fiscal year ended June 30, 2023 to 10.8% during the fiscal year ended June 30, 2024.
Land Transformation and Sales. Selling expenses from the Land Transformation and Sales segment increased by 2,374.6%, from ARS 67 million in the fiscal year ended June 30, 2023 to ARS 1,658 million in the fiscal year ended June 30, 2024. This increase is explained for the sales of farmlands that occurred during the current fiscal year. Although a comparatively smaller number of hectares were sold, expenses related to sales for the current fiscal year increased considerably, mainly due to the sale of the Chaparral farmland in Brazil.
Others. Selling expenses from the Others segment increased by 48.7% from ARS 12,794 million in the fiscal year ended June 30, 2023 to ARS 19,024 million in the fiscal year ended June 30, 2024, mainly due to the increase of ARS 6,230 million in selling expenses related to other segments. Selling expenses from the Others segment, measured as a percentage of revenues from this segment, increased from 9.2% during the fiscal year ended June 30, 2023 to 14.7% during the fiscal year ended June 30, 2024.
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Urban Properties and Investment Business
Shopping Malls. Selling expenses of the Shopping Malls segment increased by 11.8%, from ARS 11,230 million during the fiscal year ended June 30, 2023, to ARS 12,558 million during the fiscal year ended June 30, 2024, mainly as a result of: (i) an increase of ARS 824 million in publicity, advertising, and other commercial expenses due to higher expenses for event organization and commercial settlements; (ii) an increase of ARS 409 million in amortization and depreciation charges; (iii) an increase of ARS 271 million in doubtful accounts (charge and recovery, net); (iv) an increase of ARS 131 million in salaries, social security charges, and other personnel administrative expenses; partially offset by: (v) a decrease of ARS 288 million in taxes; and (vi) a decrease of ARS 19 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 534 million during the fiscal year ended June 30, 2023, to ARS 251 million during the fiscal year ended June 30, 2024. Such variation was mainly generated as a result of: (i) an ARS 338 million decrease in fees and compensation for services due to improved negotiation of rates; (ii) a decrease of ARS 69 million in taxes; (iii) a decrease of ARS 20 million in salaries, social security charges, and other personnel administrative expenses; (iv) a decrease of ARS 9 million in publicity, advertising, and other commercial expenses; partially offset by: (v) an ARS 156 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 5,817 million during the fiscal year ended June 30, 2023, to ARS 4,512 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 2,351 million in fees and compensation for services; partially offset by (ii) an increase of ARS 930 million in taxes; (iii) an increase of ARS 92 million in salaries, social security charges, and other personnel administrative expenses; (iv) an increase of ARS 11 million in publicity, advertising, and other commercial expenses; and (v) an ARS 7 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 5,325 million during the fiscal year ended June 30, 2023, to ARS 5,863 million during the fiscal year ended June 30, 2024, mainly as a result of: (i) an ARS 326 million increase in fees and compensation for services; (ii) an ARS 122 million increase in publicity, advertising, and other commercial expenses; (iii) an ARS 98 million increase in taxes; (iv) an ARS 28 million increase in doubtful accounts (charge and recovery, net); partially offset by (v) an ARS 34 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 601 million during the fiscal year ended June 30, 2023, to ARS 1,203 million 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.
Other operating results, net 2024 vs. 2023
Agricultural Business
Agricultural Production. Other operating results, net, associated with our Agricultural Production segment increased by ARS 10,978 million, from a profit of ARS 871 million in the fiscal year ended June 30, 2023 to a profit of ARS 11,849 million in the fiscal year ended June 30, 2024. This increase is explained by a gain in the results of commodity derivative financial instruments due to the positions taken where tons of soybeans were sold at an average price higher than the market price.
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Land Transformation and Sales. Other operating results, net, from this segment increased by ARS 32,235 million from a loss of ARS 13,084 million in the fiscal year ended June 30, 2023 to a profit of ARS 19,151 million in the fiscal year ended June 30, 2024. This increase is explained by the valuation of accounts receivable in the current fiscal year due to the sales of farmlands in soybean bags in dollars, which was accompanied by an increase in the BRL/USD exchange rate, in yield premiums, offset by a drop in the price of soybeans.
Others. Other operating results, net, associated with the Others segment increased by ARS 4,734 million, from a profit of ARS 3,170 million in the fiscal year ended June 30, 2023 to a profit of ARS 7,904 million in the fiscal year ended June 30, 2024. This increase is due to higher interest income generated by operating assets related to interest on late payment of trade receivables.
Urban Properties and Investment Business
Shopping Malls. Other operating results, net associated with our Shopping Malls segment decreased by 30.7%, from a net loss of ARS 3,030 million during the fiscal year ended June 30, 2023, to a net loss of ARS 3,960 million during the fiscal year ended June 30, 2024, mainly as a result of: (i) an ARS 458 million increase in the loss for lawsuits; partially offset by (ii) an ARS 766 million decrease in interest earned generated by operating assets due to improved collection periods, leading to lower interest earned; (iii) an ARS 612 million decrease in donations; and (iv) an ARS 31 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 357 million during the fiscal year ended June 30, 2023, to a net loss of ARS 88 million during the fiscal year ended June 30, 2024, mainly as a result of: (i) an ARS 217 million decrease in interest and allowances earned generated by operating credits; and (ii) a decrease of ARS 51 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 15.9%, from a net loss of ARS 4,579 million during the fiscal year ended June 30, 2023, to a net loss of ARS 5,305 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 112.8%, from a net loss of ARS 741 million during the fiscal year ended June 30, 2023, to a net loss of ARS 1,577 million during the fiscal year ended June 30, 2024, mainly due to an increase in lawsuit charges of ARS 943 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 29,023 million during the fiscal year ended June 30, 2023, to a net profit of ARS 1,150 million during the fiscal year ended June 30, 2024, mainly due to: (i) a decrease in lawsuit and other contingency charges of ARS 30,769 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 1,735 million; partially offset by (iii) a decrease in profit of ARS 1,937 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 298 million in management fees; and (v) higher expenses of ARS 112 million in donations. Other operating results, net from this segment, as a percentage of the revenues from this segment, decreased from 599.3% negative during the fiscal year ended June 30, 2023, to 21.5% positive during the fiscal year ended June 30, 2024.
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Management fees 2024 vs. 2023
The company entered into a management agreement with Consultores Asset Management S.A., which provides for payment of fees equivalent to 10% of our profits from our separate statement of income for advisory services in relation to any matters related to business and investments, such as farming, real estate, finance, hotel, etc. Management fees amounted to ARS 24,823 million and ARS 12,945 million for the fiscal years ended June 30, 2024 and 2023, respectively.
Operating results 2024 vs. 2023
Agricultural Business
Agricultural Production. Operating results of the Agricultural Production segment increased by ARS 42,894 million, from a loss of ARS 40,407 million in the fiscal year ended June 30, 2023 to a profit of ARS 2,487 million in the fiscal year ended June 30, 2024.
Land Transformation and Sales. Operating results of the Land Transformation and Sales segment increased by ARS 28,099 million, from a profit of ARS 51,948 million in the fiscal year ended June 30, 2023 to a profit of ARS 80,047 million in the fiscal year ended June 30, 2024.
Corporate. Operating results of this Corporate segment increased by ARS 841 million from a loss of ARS 7,231 million in the fiscal year ended June 30, 2023 to a loss of ARS 6,390 million in the fiscal year ended June 30, 2024.
Others. Operating results of the Others segment decreased by ARS 8,526 million from a profit of ARS 28,500 million in the fiscal year ended June 30, 2023 to a profit of ARS 19,974 million in the fiscal year ended June 30, 2024.
Urban Properties and Investment Business
Shopping Malls. Operating results from operations associated with the Shopping Malls segment increased by 37.4%, from a net profit of ARS 122,354 million during the fiscal year ended June 30, 2023, to a net profit of ARS 168,063 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 770.7%, from a net loss of ARS 9,100 million during the fiscal year ended June 30, 2023, to a net loss of ARS 79,231 million during the fiscal year ended June 30, 2024. Such variation was mainly due to an ARS 71,349 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 38.3% negative during the fiscal year ended June 30, 2023, to 349.9% 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 97.5%, from a net loss of ARS 189,702 million during the fiscal year ended June 30, 2023, to a net loss of ARS 374,655 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 835.8% negative during the fiscal year ended June 30, 2023, to 2,906.3% negative during the fiscal year ended June 30, 2024.
Hotels. Operating results from operations associated with the Hotels segment increased by 66.5%, from a net profit of ARS 15,032 million during the fiscal year ended June 30, 2023, to a net profit of ARS 25,025 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 19.4% positive during the fiscal year ended June 30, 2023, to 29.2% positive during the fiscal year ended June 30, 2024.
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Others. Operating results from operations associated with the Others segment increased from a net loss of ARS 61,221 million during the fiscal year ended June 30, 2023, to a net loss of ARS 12,308 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 the revenues from this segment, varied from 1,264.1% negative during the fiscal year ended June 30, 2023, to 229.8% positive during the fiscal year ended June 30, 2024.
Share of (loss)/ profit of associates and joint ventures 2024 vs. 2023
Agricultural Business
According to information by segments (taking into account all our joint ventures and inter-segment eliminations), the total share of (loss) / profit of associates and joint ventures increased by ARS 3,861 million (71.9%), from a loss of ARS 5,372 million in the fiscal year ended June 30, 2023 to a loss of ARS 1,511 million in the fiscal year ended June 30, 2024.
Agricultural Production. The share of profit/ (loss) of associates and joint ventures in the Agricultural Production segment increased by 346.7% from a loss of ARS 876 million in the fiscal year ended June 30, 2023 to a profit of ARS 2,161 million in the fiscal year ended June 30, 2024.
Others. The share loss of associates and joint ventures in the Others segment increased by 18.3% from a loss of ARS 4,496 million in the fiscal year ended June 30, 2023 to a loss of ARS 3,672 million in the fiscal year ended June 30, 2024.
Urban Properties and Investment Business
The share of profit of associates and joint ventures, according to the income statement, increased by 249.4%, from a net profit of ARS 13,580 million during the fiscal year ended June 30, 2023 to a net profit of ARS 47,454 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 6,565 million during the fiscal year ended June 30, 2023, to a profit of ARS 386 million during the fiscal year ended June 30, 2024, Mainly due to results from the investment in Nuevo Puerto Santa Fe S.A., 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 7,169 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 fiscal year ended on June 30, 2024, 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 20,145 million during the fiscal year ended June 30, 2023, to a net profit of ARS 47,068 million during the fiscal year ended June 30, 2024, mainly as a result of the variation from our investments in Banco Hipotecario by ARS 24,813 million and La Rural S.A. by ARS 6,891 million positive.
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Financial results, net 2024 vs. 2023
The Company financial results, net recorded a variation of ARS 81,157 million, from a profit of ARS 127,395 million in the fiscal year ended June 30, 2023 to a profit of ARS 208,552 million in the fiscal year ended June 30, 2024. This was mainly due to a higher positive result from the fair value measurement of financial assets and liabilities at fair value through profit or loss, net, primarily driven by the country’s macroeconomic conditions, which caused fluctuations in bond values, along with an increase in earned interest. These were partially offset by a negative result from exposure to changes in the purchasing power of the currency, a loss in net results from derivative financial instruments (excluding commodities), and a decrease in the gain generated by exchange rate differences.
Income Tax 2024 vs. 2023
The Company adopts the deferred tax method to calculate the income tax for the reported periods, thus recognizing temporary differences as tax assets and liabilities. The income tax charge for the year went from a profit of ARS 376,685 million during the fiscal year ended June 30, 2023, to a profit of ARS 86,261 million during the fiscal year ended June 30, 2024, out of which a profit of ARS 25,162 million derives from the agricultural business and a profit of ARS 61,099 million derives from the urban properties and investment. 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.
Net profit 2024 vs. 2023
As a result of the factors described above, our net profit for the year decreased by ARS 257,638 million from a net profit of ARS 406,477 million in the fiscal year ended on June 30, 2023 to a net profit of ARS 148,839 million in the fiscal year ended June 30, 2024, out of which a profit of ARS 189,064 million derives from the agricultural business, and a loss of ARS 40,225 million derives from the urban properties and investment business.
B. Liquidity and Capital Resources
Liquidity
Our main sources of liquidity have historically been:
| · | cash generated by operations; |
|
|
|
| · | cash generated by our issuance of common shares and non-convertible notes; |
|
|
|
| · | cash proceeds from borrowings (including cash from bank loans and overdrafts) and financing arrangements (including cash from the exercise of warrants); and |
|
|
|
| · | cash proceeds from sale of investment and trading properties and property, plant and equipment (including cash proceeds from the sale of farmlands). |
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Our main cash requirements or uses (other than in connection with our operating activities) have historically been:
| · | acquisition of subsidiaries and non-controlling interest in subsidiaries; |
|
|
|
| · | acquisition of interest in associates and joint ventures; |
|
|
|
| · | capital contributions to associates and joint ventures; |
|
|
|
| · | capital expenditures in property, plant and equipment (including acquisitions of farmlands) and investment and trading properties; |
|
|
|
| · | payments of short-term and long-term debt and payment of the related interest expense; and |
|
|
|
| · | payment of dividends. |
Our liquidity and capital resources include our cash and cash equivalents, proceeds from operating activities, sales of investment properties, trading properties and farms, obtained bank borrowings, long-term debts incurred and capital funding.
Our material cash requirements from known contractual and other obligations mainly consist of obligations under our borrowings. As of June 30, 2025, we expected to incur a total of ARS 1,343,112 million under our borrowings, consisting of ARS 535,760 million due within one year, ARS 387,848 million due within one to four years, ARS 69,604 million due within four to five years, and ARS 349,900 million due after five years.
Cash Flow Information
The table below shows our cash flow for the fiscal years ended June 30, 2025, 2024 and 2023:
|
| (in millions of ARS) |
| |||||||||
|
| 06.30.2025 |
|
| 06.30.2024 Restated (i) |
|
| 06.30.2023 Restated (i) |
| |||
Net cash generated from operating activities |
|
| 151,319 |
|
|
| 115,446 |
|
|
| 188,028 |
|
Net cash (used in) / generated from investing activities |
|
| (80,565 | ) |
|
| 129,064 |
|
|
| 77,262 |
|
Net cash generated from / (used in) financing activities |
|
| 86,184 |
|
|
| (310,520 | ) |
|
| (471,725 | ) |
Net increase / (decrease) in cash and cash equivalents |
|
| 156,938 |
|
|
| (66,010 | ) |
|
| (206,435 | ) |
(i) See Note 1 to the Annual Consolidated Financial Statements as of June 30, 2025.
As of June 30, 2025, we had positive working capital of ARS 244,916 million (calculated as current assets less current liabilities as of such date).
As of June 30, 2025, in our Agricultural Business, we had positive working capital of ARS 20,977 million (calculated as current assets less current liabilities as of such date).
As of June 30, 2025, in our Urban Properties and Investments Business, had positive working capital of ARS 233,939 million (calculated as current assets less current liabilities as of such date).
At the same date, our Agricultural Business had cash and cash equivalents of ARS 74,035 million and our Urban Properties and Investments Business had cash and cash equivalents of ARS 176,820 million.
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Operating activities
Fiscal year ended June 30, 2025
Our operating activities for the fiscal year ended June 30, 2025 generated net cash inflows of ARS 151,319 million, mainly due to (i) an operating income for ARS 226,724 million, (ii) a decrease in biological assets for ARS 78,592 million, partially offset by (iii) a decrease in trade and other payables for ARS 96,277 million, (iv) an increase in inventories for ARS 30,433 million, (v) an increase in trade and other receivables for ARS 21,487 million and (vi) income tax paid for ARS 8,393 million.
Fiscal year ended June 30, 2024
Our operating activities for the fiscal year ended June 30, 2024 generated net cash inflows of ARS 115,446 million, mainly due to (i) an operating income for ARS 183,727 million, (ii) a decrease in trade and other receivables for ARS 139,686 million, (iii) a decrease in biological assets for ARS 91,600 million, partially offset by (iv) a decrease in trade and other payables for ARS 234,042 million, (v) an increase in inventories for ARS 33,538 million, (vi) a decrease in salaries and social security liabilities for ARS 13,448 million, and (vii) income tax paid for ARS 11,807 million.
Fiscal year ended June 30, 2023
Our operating activities for the fiscal year ended June 30, 2023 generated net cash inflows of ARS 188,028 million, mainly due to (i) an operating income for ARS 248,748 million, (ii) a decrease in biological assets for ARS 116,247 million, (iii) a decrease in trade and other receivables for ARS 59,201 million partially offset by (iv) a decrease in trade and other payables for ARS 177,634 million, (v) income tax paid for ARS 29,956 million, (vi) a decrease in lease liabilities for ARS 19,113 million, and (vii) an increase in inventories for ARS 12,535 million.
Investment activities
Fiscal year ended June 30, 2025
Our investing activities resulted in net cash outflows of ARS 80,565 million for the fiscal year ended June 30, 2025, mainly due to (i) ARS 757,846 million acquisition of investments in financial assets, (ii) ARS 45,730 million acquisition and improvement in property, plant and equipment, (iii) ARS 39,301 million acquisition and improvement in investment properties, partially offset by (iv) ARS 690,063 million proceeds from disposal of investments in financial assets, (v) ARS 28,139 million interest received, (vi) ARS 27,938 million proceeds from sales of property, plant and equipment and (vii) ARS 7,759 million proceeds from sales of investment properties.
Fiscal year ended June 30, 2024
Our investing activities resulted in net cash inflows of ARS 129,064 million for the fiscal year ended June 30, 2024, mainly due to (i) ARS 789,139 million proceeds from disposal of investments in financial assets, (ii) ARS 108,837 million derived from proceeds from sales of property, plant and equipment, (iii) ARS 49,925 million derived from proceeds from sales of investment properties, (iv) ARS 33,155 million derived from proceeds from the sale of participation in joint ventures, (v) ARS 27,191 million derived from interest received, partially offset by (vi) ARS 771,929 million used in the acquisition of investments in financial assets, and (vii) ARS 109,280 million used in the acquisition and improvement in property, plant and equipment.
Fiscal year ended June 30, 2023
Our investing activities resulted in net cash inflows of ARS 77,262 million for the fiscal year ended June 30, 2023, mainly due to (i) ARS 270,716 million proceeds from disposal of investments in financial assets, (ii) ARS 117,293 million derived from proceeds from sales of investment properties, (iii) ARS 92,424 million derived from proceeds from sales of property, plant and equipment, partially offset by (iv) ARS 287,105 million used in the acquisition of investments in financial assets, (v) ARS 94,268 million used in the acquisition and improvement in property, plant and equipment and (vi) acquisitions and improvement of investment properties for ARS 30,582 million.
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Financing activities
Fiscal year ended June 30, 2025
Our financing activities for the fiscal year ended June 30, 2025 resulted in net cash inflows of ARS 86,184 million, mainly due to (i) ARS 697,993 million borrowings, issuance and new placement of non-convertible notes, partially offset by (ii) ARS 338,742 million payment of borrowings and non-convertible notes, (iii) ARS 89,339 million interest paid, (iv) ARS 87,431 million dividends paid, (v) ARS 75,711 million repurchase of non-convertible notes, and (vi) ARS 16,459 million repurchase of treasury shares.
Fiscal year ended June 30, 2024
Our financing activities for the fiscal year ended June 30, 2024 resulted in net cash outflows of ARS 310,520 million, mainly due to (i) the payment of borrowing and non-convertible notes for ARS 401,204 million, (ii) the payment of interest for ARS 176,005 million, (iii) dividends paid for ARS 172,303 million, partially offset by (iv) borrowings, issuance and new placement of non-convertible notes for ARS 423,653 million, and (v) repurchase of treasury shares for ARS 18,392 million.
Fiscal year ended June 30, 2023
Our financing activities for the fiscal year ended June 30, 2023 resulted in net cash outflows of ARS 471,725 million, mainly due to (i) the payment of borrowing and non-convertible notes for ARS 570,899 million, (ii) dividends paid for ARS 227,189 million, (iii) the payment of interest for ARS 177,504 million, (iv) repurchase of treasury shares for ARS 35,639 million, partially offset by (v) borrowings, issuance and new placement of non-convertible notes for ARS 543,599 million, and (vi) obtaining of short term loans, net for ARS 21,667 million.
Capital Expenditures
Our capital expenditures were ARS 119,434 million, ARS 86,761 million and ARS 164,887 million for the fiscal years ended June 30, 2025, 2024 and 2023, respectively, including other goods and equipment acquired in business combinations.
Our capital expenditures consisted of the purchase of real estate and farms, acquisition and improvement of productive agricultural assets, construction of real estate and acquisition of land reserves.
Fiscal year ended June 30, 2025
During the fiscal year ended June 30, 2025, we invested in our Urban Properties and Investments Business ARS 82,733 million, as follows: (a) acquisitions and improvements of property, plant and equipment of ARS 8,040 million, primarily i) ARS 72 million in buildings and facilities, ii) ARS 2,384 million in machinery and equipment and others and iii) improvements in our hotels Libertador, Llao Llao and Intercontinental (ARS 2,596 million, ARS 2,327 million and ARS 661 million, respectively); (b) improvements in our rental properties for ARS 51,185 million and (c) the development of properties for ARS 23,508 million.
During the fiscal year ended June 30, 2025, we invested in the Agricultural Business ARS 36,701 million mainly due to (a) acquisition and development of owner occupied farmland for ARS 17,823 million (ARS 14,735 million of subsidiary Brasilagro); (b) ARS 10,921 million in bearer plant; (c) ARS 3,978 million in other building and facilities; (d) ARS 3,088 million machinery and equipment; (e) ARS 621 million in vehicles, and (f) ARS 270 million in furniture and supplies.
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Fiscal year ended June 30, 2024
During the fiscal year ended June 30, 2024, we invested in our Urban Properties and Investments Business ARS 23,577 million, as follows: (a) acquisitions and improvements of property, plant and equipment of ARS 4,640 million, primarily (i) ARS 688 million in buildings and facilities, (ii) ARS 1,509 million in machinery and equipment and others and (iii) improvements in our hotels Libertador, Llao Llao and Intercontinental (ARS 89 million, ARS 1,026 million and ARS 1,328 million, respectively); (b) improvements in our rental properties for ARS 13,929 million and (c) the development of properties for ARS 5,008 million.
During the fiscal year ended June 30, 2024, we invested in the Agricultural Business ARS 63,184 million mainly due to (a) acquisition and development of owner occupied farmland for ARS 33,494 million (ARS 29,257 million of subsidiary Brasilagro); (b) ARS 18,098 million in bearer plant; (c) ARS 5,871 million in other building and facilities; (d) ARS 3,230 million machinery and equipment; (e) ARS 1,922 million in vehicles, and (f) ARS 569 million in furniture and supplies.
Fiscal year ended June 30, 2023
During the fiscal year ended June 30, 2023, we invested in our Urban Properties and Investments Business ARS 33,667 million, as follows: (a) acquisitions and improvements of property, plant and equipment of ARS 4,107 million, primarily (i) ARS 57 million in buildings and facilities, (ii) ARS 1,569 million in machinery and equipment and others and (iii) improvements in our hotels Libertador, Llao Llao and Intercontinental (ARS 67 million, ARS 2,238 million and ARS 176 million, respectively); (b) improvements in our rental properties for ARS 18,170 million and (c) the development of properties for ARS 13,390 million.
During the fiscal year ended June 30, 2023, we invested in the Agricultural Business ARS 129,220 million mainly due to (a) acquisition and development of owner occupied farmland for ARS 107,959 million (ARS 101,973 million of subsidiary Brasilagro); (b) ARS 9,552 million in bearer plant; (c) ARS 6,843 million in other building and facilities; (d) ARS 4,002 million machinery and equipment; (e) ARS 471 million in vehicles, and (f) ARS 393 million in furniture and supplies.
Indebtedness
As of June 30, 2025, we had total loans in the amount of ARS 1,343,112 million. The following table sets forth the scheduled maturities of our outstanding debt:
Capital |
| Agricultural Business |
|
| Urban properties and investments |
|
| Total |
| |||
Less than 1 year |
|
| 387,238 |
|
|
| 123,253 |
|
|
| 510,491 |
|
More than 1 and up to 2 years |
|
| 122,586 |
|
|
| 49,377 |
|
|
| 171,963 |
|
More than 2 and up to 3 years |
|
| 131,122 |
|
|
| 57,316 |
|
|
| 188,438 |
|
More than 3 and up to 4 years |
|
| 8,135 |
|
|
| — |
|
|
| 8,135 |
|
More than 4 and up to 5 years |
|
| 8,140 |
|
|
| 61,464 |
|
|
| 69,604 |
|
More than 5 years |
|
| 6,241 |
|
|
| 340,180 |
|
|
| 346,421 |
|
|
|
| 663,462 |
|
|
| 631,590 |
|
|
| 1,295,052 |
|
Interest |
|
|
|
|
|
|
|
|
|
|
|
|
Less than 1 year |
|
| 11,186 |
|
|
| 14,083 |
|
|
| 25,269 |
|
More than 1 and up to 2 years |
|
| 861 |
|
|
| 492 |
|
|
| 1,353 |
|
More than 2 and up to 3 years |
|
| 17,350 |
|
|
| 604 |
|
|
| 17,954 |
|
More than 3 and up to 4 years |
|
| 5 |
|
|
| — |
|
|
| 5 |
|
More than 4 and up to 5 years |
|
| — |
|
|
| — |
|
|
| — |
|
More than 5 years |
|
| 3,479 |
|
|
| — |
|
|
| 3,479 |
|
|
|
| 32,881 |
|
|
| 15,179 |
|
|
| 48,060 |
|
|
|
| 696,343 |
|
|
| 646,769 |
|
|
| 1,343,112 |
|
|
| Agricultural Business |
|
| Urban properties and investments |
|
| Total |
| |||
Non-convertible notes |
|
| 471,602 |
|
|
| 630,071 |
|
|
| 1,101,673 |
|
Bank loans and others |
|
| 204,184 |
|
|
| 4,596 |
|
|
| 208,780 |
|
Bank overdrafts |
|
| 7,722 |
|
|
| 6,713 |
|
|
| 14,435 |
|
Others |
|
| 12,835 |
|
|
| 5,389 |
|
|
| 18,224 |
|
|
|
| 696,343 |
|
|
| 646,769 |
|
|
| 1,343,112 |
|
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The composition and fair value of the loans as of June 30, 2025 and June 30, 2024 are as follows:
|
| Book value |
|
| Fair value |
| ||||||||||
|
| 06.30.2025 |
|
| 06.30.2024 |
|
| 06.30.2025 |
|
| 06.30.2024 |
| ||||
Non-convertible notes |
|
| 1,101,673 |
|
|
| 1,026,693 |
|
|
| 1,094,559 |
|
|
| 995,222 |
|
Bank loans |
|
| 208,780 |
|
|
| 59,609 |
|
|
| 208,780 |
|
|
| 59,609 |
|
Bank overdrafts |
|
| 14,435 |
|
|
| 46,221 |
|
|
| 14,435 |
|
|
| 46,221 |
|
Other borrowings |
|
| 18,224 |
|
|
| 14,256 |
|
|
| 18,224 |
|
|
| 14,256 |
|
Total borrowings |
|
| 1,343,112 |
|
|
| 1,146,779 |
|
|
| 1,335,998 |
|
|
| 1,115,308 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-current |
|
| 807,352 |
|
|
| 663,070 |
|
|
|
|
|
|
|
|
|
Current |
|
| 535,760 |
|
|
| 483,709 |
|
|
|
|
|
|
|
|
|
Total |
|
| 1,343,112 |
|
|
| 1,146,779 |
|
|
|
|
|
|
|
|
|
The following tables describe our total debt as of June 30, 2025:
Agricultural Business
Agricultural business | Currency | Annual Average Interest Rate | Nominal Value | Book value (in million ARS) | ||||
Cresud’s Series XXXVIII Notes | USD | 8.00% | 71 | 87,642 | ||||
Cresud’s Series XL Notes | USD | 0.00% | 38 | 44,824 | ||||
Cresud’s Series XLII Notes(1) | USD | 0.00% | 30 | 36,195 | ||||
Cresud’s Series XLIV Notes | USD | 6.00% | 40 | 48,970 | ||||
Cresud’s Series XLV Notes | USD | 6.00% | 10 | 12,399 | ||||
Cresud’s Series XLVI Notes | USD | 1.50% | 29 | 26,840 | ||||
Cresud’s Series XLVII Notes | USD | 7.00% | 64 | 77,581 | ||||
Bank loans | USD | 1.50% to 6.00% | 90 | 110,408 | ||||
Bank overdrafts | ARS | Float | — | 7,721 | ||||
Brasilagro—Notes | BRL | 106.50% e 110.00% e Pré 5.37 + TLP 100% | 490 | 110,152 | ||||
Brasilagro—Bank loans | BRL | 3.24% a 6.34% + CDI a 100% | 202 | 45,485 | ||||
Brasilagro—Bank loans | BRL | 3.50% | 50 | 11,314 | ||||
Brasilagro—Bank loans | BRL | 3.76% to 6.76% | 8 | 1,861 | ||||
Brasilagro—Bank loans | USD | 7.00% to 9.50% | 135 | 30,430 | ||||
FyO—Notes | USD | 0.00% | — | 26,999 | ||||
FyO—Bank overdrafts | USD | Float | — | 1 | ||||
FyO—Bank loans | USD | 0.00% | 1 | 624 | ||||
FyO—Bank loans | USD | 4.00% | 2 | 1,824 | ||||
FyO—Bank loans | USD | 6.00% | 1 | 1,115 | ||||
FyO—Others | ARS | 63.94% | 6.200 | 6,200 | ||||
FyO—Others | USD | 1.00%—8.50% | 5 | 5,913 | ||||
FyO—Others | USD | 4.00% | 721 | 722 | ||||
Biond—Bank loans | BRL | CDI + 3.37% | 5 | 1,123 | ||||
696,343 |
(1) On October 6, 2025, payment was made corresponding to the amortization of the first capital installments, for 33% of the nominal value.
Urban Properties and Investments Business
Urban Properties and Investments Business | Currency | Annual Average Interest Rate | Nominal Value | Book value (in million ARS) | ||||
IRSA’s 2028 Notes – Series XIV (1) | USD | 8.75% | 103 | 81,873 | ||||
IRSA’s 2025 Notes – Series XVI (2) | USD | 7.00% | 28 | 35,020 | ||||
IRSA’s 2025 Notes – Series XVII | USD | 5.00% | 25 | 30,206 | ||||
IRSA’s 2027 Notes – Series XVIII | USD | 7.00% | 21 | 25,909 | ||||
IRSA’s 2026 Notes – Series XX | USD | 6.00% | 21 | 25,627 | ||||
IRSA’s 2027 Notes – Series XXII | USD | 5.75% | 16 | 19,635 | ||||
IRSA’s 2029 Notes – Series XXIII | USD | 7.25% | 51 | 64,544 | ||||
IRSA’s 2035 Notes – Series XXIV | USD | 8.00% | 293 | 347,257 | ||||
Loans with non-controlling interests | USD | 2.00% | 1 | 2,204 | ||||
Loans with non-controlling interests | USD | 5.00% | - | 311 | ||||
Loans with non-controlling interests | USD | 5.00% | - | 339 | ||||
Related Party | USD | 1.00% | - | 855 | ||||
Bank loans | ARS | TAMAR -1 % - +3% | 4,500 | 4,596 | ||||
Others | USD | 3.50% | 1 | 1,680 | ||||
Bank overdrafts | ARS | Float | - | 6,713 | ||||
Total | 646,769 |
(1) As of June 30, 2025, the amortization payment was made for 35% of the principal.
(2) As of July 25, 2025, the amortization payment was made for 100% of the principal.
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Agricultural Business
Series XXXVI Notes
On February 18, 2022, we issued in the local Series XXXVI Notes denominated in U.S. dollars and payable in Pesos at the applicable exchange rate for USD 40.6 million at a fixed rate of 2.0%, with semi-annual interest payments. The principal payment was in one installment, on February 18, 2025. The price of issuance was 100.0% of the nominal value. On February 18, 2025, Series XXXVI Notes were fully canceled at maturity.
The proceeds have been used to refinance short-term liabilities and working capital.
Series XXXVII Notes
On June 15, 2022, we issued in the local market Series XXXVII Notes denominated and payable in U.S. dollars for USD 24.4 million at a fixed rate of 5.5%, with semi-annual interest payments (except for the last installment, which will be due three months after the previous interest period). The principal payment was in one installment, on March 15, 2025. The price of issuance was 100.0% of the nominal value. On March 15, 2025, Series XXXVII Notes were fully canceled at maturity.
The proceeds have been used to refinance short-term liabilities and working capital.
Series XXXVIII Notes
As a consequence of the regulations established by the Central Bank, on July 6, 2022, we completed the exchange of our Series XXIII Notes, in an aggregate principal amount of USD 113.2 million, maturing on February 16, 2023. On July 6, 2022, the expiration of the exchange offer was announced, USD 98.4 million of Series XXIII Notes were validly tendered and accepted, representing 86.98% of acceptance. On July 8, the exchange offer was settled, the Series XXXVIII Notes were issued, for an amount of USD 70.6 million, and Series XXIII Notes were partially canceled, consequently the outstanding amount is USD 14.7 million and on February 16, 2023, Series XXIII notes was fully canceled.
The exchange offer provided 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 XXXVIII Notes. For every USD 1 offered, the holder received USD 0.6913 plus the remaining amount to complete USD 1 for each USD 1 of Series XXIII Notes presented for the exchange, in Series XXXVIII Notes. Under Option A, 43.40% of the notes which participated in the exchange were accepted. |
|
|
|
| - | Option B: For each USD 1 of Series XXIII Notes tendered and accepted the bondholder received in exchange USD 1,03 Series XXXVIII Notes. Under Option B, 56.60% of the notes which participated in the exchange were accepted. |
In both options, the interest accrued as of settlement date was paid.
Series XXXVIII Notes will mature on March 3, 2026 and will accrue interest at a fixed rate of 8.00%, with interest payable semi-annually on January 3 and July 3 from 2023 to 2026, and at maturity. Amortization of principal will be in one installment on March 3, 2026. The issue price was 100%.
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Series XL Notes
On December 21, 2022, we issued Series XL Notes in the local market, denominated in dollars for USD 38.2 million and payable in Pesos at the applicable exchange rate, at a fixed rate of 0.0%, for which reason it will not have interest installments. The capital payment was set in three installments: 33% to pay on December 21, 2025; 33% to pay on June 21, 2026, and 34% to pay on December 21, 2026, at maturity. The issue price was 100.0% of the face value.
The funds were mainly used to refinance short-term liabilities and working capital.
Series XLI and XLII Notes
On December 21, 2022, we issued a total amount of USD 50 million in the local market through Series XLI and XLII Notes, the main characteristics of the issuance are detailed below:
| · | Series XLI Notes: issued for a nominal value of ARS 4,147.3 million, maturing 18 months from the settlement, that is, October 4, 2024. They have a variable rate (private Badlar plus a margin of 1.0%), payable quarterly and will amortize its capital at maturity. The issue price was 100%. On October 4, 2024, Series XLI Notes were fully canceled at maturity. |
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| · | Series XLII Notes: issued for a nominal value of USD 30.0 and payable in Pesos at the applicable exchange rate, maturing 37 months from the settlement, that is, May 4, 2026; at a fixed rate of 0.0%, for which reason it will not have interest installments, and will repay its capital at maturity. The issue price was 100%. On October 6, 2025, payment was made corresponding to the amortization of the first capital installments, for 33% of the nominal value. |
The funds were mainly used to refinance short-term liabilities and working capital.
Series XLIII and XLIV Notes
On January 17, 2024, we issued a total amount of USD 64.2 million in the local market through Series XLIII and XLIV Notes, the main characteristics of the issuance are detailed below:
| · | Series XLIII Notes: issued for a nominal value of ARS 19,886.0 million, maturing 12 months from the settlement, that is, January 17, 2025. They have a variable rate (private Badlar plus a margin of 0.0%), payable quarterly and will amortize its capital at maturity. The issue price was 100%. |
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| · | Series XLIV Notes: issued for a nominal value of USD 39.8 million, maturing 36 months from the settlement, that is, January 17, 2027; at a fixed rate of 6.0%, with semi-annual interest payments, and will repay its capital at maturity. The issue price was 100%. |
Series XLV Notes
On April 22, 2024, we issued Series XLV Notes in the local market, denominated and payable in U.S. dollars for USD 10.2 million at a fixed rate of 6.0%, with semi-annual interest payments (except for the last installment, which will be due four months after the previous interest period), and will repay its capital at maturity on August 22, 2026. The issue price was 100.0% of the face value.
Series XLVI Notes
On July 18, 2024, we issued Series XLVI Notes in the local market, denominated in U.S. dollars and payable in Pesos at the applicable exchange rate for USD 28.6 million at a fixed rate of 1.5%, with semi-annual interest payments, and will repay its capital at maturity on July 18, 2027. The issue price was 100.0% of the face value.
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Series XLVII Notes
On November 15, 2024, we issued Series XLVII Notes in the local market, denominated and payable in U.S. dollars for USD 64.4 million at a fixed rate of 7.0%, with semi-annual interest payments, and will repay its capital at maturity on November 15, 2028. The issue price was 100.0% of the face value.
Series XLVIII Notes
As a subsequent event, on July 11, 2025, we issued Series XLVIII Notes in the local market, denominated and payable in U.S. dollars for USD 43.7 million at a fixed rate of 8.0%, with semi-annual interest payments, and will repay its capital at maturity on July 11, 2028. The issue price was 100.0% of the face value.
Series XLIX Notes
As a subsequent event, on September 2, 2025, we issued Series XLIX Notes in the local market, denominated and payable in U.S. dollars for USD 31.3 million at a fixed rate of 7.25%, with semi-annual interest payments, and will repay its capital at maturity on September 2, 2027. The issue price was 100.0% of the face value.
Issuance of BrasilAgro Non-Convertible Notes
On May 5, 2021, BrasilAgro issued Non-convertible Notes, unique series, for a nominal value of BRL 240 million. They will accrue interest at a variable rate made up for IPCA (Consumer Price Index) plus 5.3658% nominal per year, payable annually and will amortize their capital in two payments on April 13, 2027 and April 12, 2028.
On November 16, 2023, BrasilAgro issued non-convertible Notes totaling BRL 165 million. It will pay interest at an annual rate of 12.16%, payable annually. The principal will be amortized in seven installments from 2027 to 2030.
Series II Notes (issued by FyO)
On July 25, 2022, FyO issued Series II Notes in the local market for an amount of USD 15.0 million. The note is dollar denominated and payable in Pesos at the applicable exchange rate, with an annual fixed rate of 0.0%, for which reason it will not have interest installments, and maturity on July 25, 2025. The issue price was 100.0% of the nominal value. On July 25, 2025, Series II Notes were fully canceled at maturity.
The proceeds have been used mainly to attend working capital needs.
Series III Notes (issued by FyO)
On April 25, 2023, FyO issued Series III Notes in the local market for an amount of USD 20.0 million. The note is dollar denominated and payable in Pesos at the applicable exchange rate, with an annual fixed rate of 0.0%, for which reason it will not have interest installments, and maturity on Abril 25, 2026. The issue price was 100.0% of the nominal value.
Urban Properties and Investments Business
Series XIV Notes (issued by IRSA)
As a consequence of the regulations established by the Central Bank, on July 6, 2022, IRSA 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.
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On March 31, 2025, the Company issued Class XXIV Notes in an aggregate principal amount of USD 300 million (see “Item 5. Operating and Financial Review and Prospects Operating Results - Series XXIV Notes”), which could be subscribed in cash or through an exchange offer for Class XIV Notes. As a result of the exchange, a total principal amount of USD 67.9 million of Class XIV Notes was accepted (USD 67.4 million through an early exchange and an additional USD 0.5 million up to the expiration date). In connection with the exchange settlements, accrued interest on the Class XIV Notes up to the issuance and settlement date was paid, as applicable in each case, and partial cancellations of the Class XIV Notes were made, leaving outstanding a principal amount of USD 103.3 million (USD 85.2 million outstanding as of such date).
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; and on June 22, 2025; payments were made corresponding to the amortization of the first and second capital installments, each for 17.5% of the nominal value. As of the date of this Annual Report, the outstanding amount under these notes is USD 67.14 million.
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.
Series XV and XVI Notes (issued by IRSA)
On January 31, 2023, IRSA 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 was made in one installment at maturity on March 25, 2025. The issue price was 100.0% of the face value. On March 25, 2025, Series XV Notes were fully canceled at maturity.
• 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 was in one installment at maturity on July 25, 2025. The issue price was 100.0% of the face value. On July 25, 2025, Series XVI Notes were fully canceled at maturity.
The proceeds were used mainly to refinance short-term liabilities and working capital.
Series XVII Notes (issued by IRSA)
On June 7, 2023, IRSA issued in the local market a total amount of USD 25 million, the main characteristics of the issuance are detailed below:
• Series XVII Notes: denominated and payable in U.S. dollars for a total of USD 25 million 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 made in one installment at maturity on December 7, 2025. The issue price was 100.0% of the face value.
The proceeds were used mainly to refinance short-term liabilities and working capital.
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Series XVIII and XIX Notes (issued by IRSA)
On February 28, 2024, IRSA 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 Argentine Pesos for a total of ARS 26,203.8 million, matured 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%. On February 28, 2025, Series XIX Notes were fully canceled at maturity.
The proceeds were used mainly to refinance short-term liabilities and working capital.
Series XX and XXI Notes (issued by IRSA)
On June 10, 2024, IRSA 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. The proceeds will mainly be used to refinance short-term liabilities and working capital.
• Series XXI Notes: denominated and payable in Pesos for a total of ARS 17,012.7 million, matured on June 10, 2025. These notes have a variable rate (private Badlar plus a margin of 4.50%), payable quarterly and amortized its capital at maturity. The issue price was 100%. The proceeds were used mainly to refinance short-term liabilities and working capital. On June 10, 2025, Series XXI Notes were fully canceled at maturity.
Series XXII and XXIII Notes (issued by IRSA)
On October 23, 2024, IRSA issued in the local market a total amount of USD 67.3 million through the following Notes:
• Series XXII Notes denominated and payable in U.S. dollars for a total of USD 15.8 million at a fixed rate of 5.75%, with semi-annual payments. The principal payment will be in one installment at maturity on October 23, 2027. The issue price was 100.0% of the face value.
• Series XXIII Notes denominated and payable in U.S. dollars for a total of USD 51.5 million at a fixed rate of 7.25%, with semi-annual payments. The principal payment will be in one installment at maturity on October 23, 2029. The issue price was 100.0% of the face value.
The proceeds were used mainly to refinance short-term liabilities and working capital.
Series XXIV Notes (issued by IRSA)
The Class XXIV Notes were issued under New York law, will mature on March 31, 2035, and will accrue interest at a fixed annual nominal rate of 8.00%, with interest payable semi-annually on March 31 and September 30 of each year until maturity. Principal amortization will occur in three installments: (i) 33% of the principal amount on March 31, 2033, (ii) 33% of the principal amount on March 31, 2034, and (iii) 34% of the principal amount on March 31, 2035. The issue price for the cash subscription was 96.803% of face value.
Of the total amount issued, USD 242,205 million was subscribed in cash, at an issue price of 96.903% of face value.
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In addition, USD 57.8 million resulted from the early exchange of Class XIV Notes, which carried an early exchange consideration of 1.04 times the amount exchanged. Subsequently, on April 11, 2025, as a result of the late exchange, USD 0.45 million was issued, which carried a consideration of 1.0 times the amount exchanged. In connection with the exchange settlements, accrued interest on the Class XIV Notes up to the issuance and settlement date was paid, as applicable in each case.
Upon the settlement dates (early and final) of the exchange, partial cancellations of the Class XIV Notes were made, resulting in an outstanding amount, as of such date, of USD 85.2 million. For further information, see (“– Class XIV Notes”).
The Class XXIV Notes contain certain Covenants, Events of Default, and Limitations, such as Limitation on Incurrence of Additional Indebtedness, Limitation on Restricted Payments, Limitation on Transactions with Affiliates, and Limitation on Consolidation, Merger and Sale of All or Substantially All Assets.
C. Research and Developments, Patents and Licenses
Investments in technology, in our agricultural business, amounted to ARS 256 million, ARS 89 million and ARS 803 million for fiscal years 2025, 2024 and 2023 respectively. Our total technology investments aimed to increase the productivity of purchased land have amounted to ARS 62,539 million since fiscal year 1995.
We reach our objectives within this area through the implementation of domestic and international technological development projects focusing mainly on:
| · | Quality and productivity improvement. |
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| · | Increase in appreciation value of land through the development of marginal areas. |
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| · | Increase in the quality of food in order to achieve global food safety standards. We aim to implement and perform according to official and private quality protocols that allow us to comply with the requirements of our present and future clients. Regarding official regulations, in 2003 we implemented the Servicio Nacional de Sanidad y Calidad Agroalimentaria law on animal identification for livestock in six farms. Simultaneously, in 2004 we implemented Global GAP Protocols (formerly EurepGap) with the objective of complying with European Union food safety standards and as a mean for continuous improvement of the internal management and system production of our farms. Our challenge is to achieve global quality standards. |
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| · | Certification of suitable quality standards, since in recent years worldwide agriculture has evolved towards more efficient and sustainable schemes in terms of environmental and financial standpoints, where the innocuousness and quality of the production systems is becoming increasingly important. In this context, Good Agricultural Practices (GAP) have emerged, as a set of practices seeking to ensure the innocuousness of agricultural products, the protection of the environment, the workers’ safety and well-being, and agricultural health, with a view to improving conventional production methods. Certification of such standards allows to demonstrate the application of Good Agricultural Practices to production systems and ensures product traceability, allowing to impose stricter controls to verify the enforcement of the applicable laws. |
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| · | The implementation of a system of control and assessment of agricultural tasks for analyzing and improving efficiency in the use of agricultural machinery hired. For each of the tasks, a minimum standard to be fulfilled by contractors was set, which has led to do an improvement in the plant stand upon sowing, a better use of supplies and lower harvesting losses. |
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.
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D. Trend Information
International Macroeconomic Outlook
As reported in the IMF’s WEO, worldwide GDP is expected to grow 3.2% in 2025 and 3.1% 2026, according to the October 2025 WEO projections. The persistence of services inflation is slowing the pace disinflation making monetary policy normalization more challenging. Upside risks have risen, with trade tensions and policy uncertainty raising the likelihood of interest rates staying higher for longer. Still, inflation in many emerging markets and developing economies is already close to pre-pandemic levels.
Global inflation is expected to decrease from 5.9% in 2024 to 4.2% in 2025 and to 3.7% in 2026, according to IMF’s WEO. The momentum on global disinflation is slowing, signaling bumps along the path. In advanced economies, the pace of disinflation is expected to moderate in 2025 and 2026, as services inflation remains persistent and commodity prices elevated. However, the gradual cooling of labor markets and the expected decline in energy prices should help bring inflation closer to target over the medium term. Inflation is expected to remain higher, and to decline more slowly, in emerging markets and developing economies than in advanced economies.
The persistence of inflation in the United States has delayed monetary easing, while renewed tariff tensions add to price pressures. At the same time, many central banks in emerging markets remain cautious about lowering rates, concerned that wider interest rate differentials could trigger currency depreciation 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.
Renewed trade tariffs and the expansion of industrial policies worldwide risk generating adverse cross-border spillovers and retaliation. Conversely, stronger multilateral cooperation and faster macrostructural reforms could boost supply capacity, productivity, and global growth, with positive spillovers across economies.
Argentine macroeconomic context
The accumulated CPI, as of June 30, 2025, inflation was recorded at 1.6%, bringing the cumulative inflation between July 1, 2024, and June 30, 2025, reached 39.4%.
Shopping malls sales reached a total of ARS 592,710 million in June 2025, which represents a 27.8% increase as compared to June 2024. Accumulated sales for the first six months represent a 205.8% in current terms and 1.7% decrease in real terms as compared to the same period of 2024.
The INDEC reported that, for the six months ended June 30, 2025, industrial activity in Argentina increased by 7.1% compared to the same period in 2024. The textile industry accumulated 7.5% increases during the first six months of 2025 as compared to the same period last year. Moreover, the EMAE as of July 31, 2025, increased by 6.4% compared to the same month in 2024.
Regarding the balance of payments, in the second quarter of 2025 the current account posted a deficit of USD 3,016 million, explained by a USD 185 million surplus in the goods and services balance and a USD 4,080 million deficit in the primary income account, partially offset by a USD 879 million surplus in secondary income.
During the second quarter of 2025, the financial account recorded a net capital inflow of USD 2,835 million, which was the result of a net increase in external financial assets held by residents of USD 17,789 million and a net increase in external liabilities of USD 20,624 million. This represents a significant reversal compared to the outflows registered in the same quarter of the previous year.
As of June 30, 2025, international reserves reached USD 39,973 million, an increase of USD 14,987 million compared to the previous quarter. This variation was mainly explained by the disbursements received under the IMF program, including the initial disbursement and subsequent funds following the first program review, which were subject to the condition of easing foreign exchange restrictions.
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In local financial markets, the Private Badlar rate in Pesos ranged from 42.5% to 27.5% in the period from July 2024 to June 2025, averaging 34.51% during Fiscal Year 2025 compared to 93.60% in Fiscal Year 2024. As of June 30, 2025, the seller exchange rate quoted by Banco de la Nación Argentina was ARS 1190 per USD 1.00. As of June 30, 2025, Argentina’s country risk decreased by 754 basis points in year-on-year terms. The debt premium paid by Argentina was 701 basis points in June 2025, compared to 214 basis points paid by Brazil and 287 basis points paid by Mexico.
As of October 20, 2025, the Private Badlar rate in Pesos was at 49.38%. As of October 20, 2025, the seller exchange rate quoted by Banco de la Nación Argentina was ARS 1495.00 per USD 1.00. Additionally, as a result of small 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 positive gap of approximately 6.4% over the official exchange rate as of October, 20, 2025. As of October 20, 2025, Argentina’s country risk decreased by 485 basis points in year-on-year terms. The debt premium paid by Argentina was at 1048 basis points as of October 20, 2025, compared to 195 basis points paid by Brazil and 226 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.
Agriculture and Cattle Raising Sector in Argentina
Agriculture
Argentina has positioned itself over the years as one of the world’s leading food producers and exporters. It is the second largest country in South America after Brazil and has particularly favorable natural conditions for diversified agricultural production: vast extensions of fertile land and varied soil and weather patterns.
During the decade of the nineties, the Argentine agriculture and cattle raising industry experienced sweeping changes, such as a significant increase in production and yield (thanks to a sustained agricultural modernization process), relocation of production (crops vs. livestock) and a significant restructuring process within the industry, as well as increased land concentration. Taking advantage of a favorable international context, the agriculture and cattle raising sector has been one of the major drivers of the Argentine recovery after the economic and financial crisis of 2002.
According to the World Agricultural Supply and Demand Estimates Repro published by the United States Department of Agriculture on September 12, 2025, world soybean production for the season 2025/2026 is expected to be about 425.9 million tons, a decrease of 0.8% as compared to the season 2024/2025. Argentina, is one of the major exporters of Soybean together with Brazil, Paraguay and Uruguay. Argentina’s soybean production and soybean exports for the season 2025/2026 are expected to be about 48.50 million tons and 5.50 million tons, respectively. This means a 4.7% decrease in Argentina’s soybean production, and a 22.2% increase on its soybean exports; compared with the season 2024/2025.
World corn production is expected to be about 1,286.58 million tons for season 2025/2026, 5.5% more than in the previous season. Argentina is the world’s fourth largest corn exporter after China, United States and Brazil, and followed by Ukraine, Russia and South Africa. For the season 2025/2026 Argentina’s corn production and exports are expected to be about 54.0 million tons and 38 million tons, respectively. That means a 5.9% increase in Argentinia’s corn production, and a 5.6% increase on its corn exports; compared with the season 2024/2025.
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World wheat production is expected to be about 795.00 million tons for season 2025/2026, a decrease of 0.2% as compared to the season 2024/2025. Argentina’s wheat production and wheat exports for the season 2024/2025 are expected to be about 19.5 million tons and 13.00 million tons, respectively. This means a 8.3% increase in Argentina’s wheat production, and a 13.0% increase on its wheat exports; compared with the season 2024/2025.
Cattle
According to the Ministry of Agriculture, Livestock and Fisheries (“MAGyP”) and the Ministry of Economy (“MECON”), in June 2025, beef represented 44.1% of the total average per capita consumption of meat, followed by poultry with 40.2% and pigs with 15.7%.
In the accumulated of the first eight months of 2025, production (in terms of bone-beef) of beef jump 1.0%, while pork grew 0.35%; compared to the same period of the previous year.
According to the Rosario Stock Exchange, in the first half of 2025, beef exports fell by 16.4% in volume year-on-year terms. However due to higher international prices the value of these exports increased by around 17.6% compared to the previous year. Poultry meat exports grew in volume by 6.5% compared to the previous year; and although this balance exceeds that of the first half of the previous year by 21.6% measured in dollars, it is still 0.1% below the average of the last five years. On the other hand, pork exports were 30.2% over last year and 36% behind the average of the last five years in terms of volume.
In the first eight months of 2025, 1.0% fewer bovine animals were slaughtered compared to the same period of the previous year. Meanwhile, the slaughter of swine animals was 0.35% more in comparison to the first eight months of 2025 compared to the same period of the previous year.
Urban Properties and Investment Business
Evolution of Shopping Malls in Argentina
In August 2025, the CCI stood at 39.94, marking a 13.9% decrease compared to July 2025 (46.37) and a 3.6% decrease compared to August 2024. Shopping mall sales increased 27.8% in the fiscal year ended June 30, 2025, compared to fiscal year ended June 30, 2024. Accumulated sales for the first six months represent a 0.2% decrease in current terms and 13.3% decrease in real terms as compared to the same period of 2024.
Evolution of Office Properties in Argentina
The shift in corporate activity to remote or virtual work that resulted from the COVID-19 pandemic resulted in 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 2025 closes with a vacancy in the order of 14.46% 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 23.43 USD/sqm and class “A” properties of 19.94 USD/sqm during the second quarter of the year 2025. Regarding the average price per submarket, Plaza San Martín, Norte CABA, Plaza Roma, Puerto Madero, Macrocentro Norte and Catalinas reflect the highest with 26.30 USD/sqm, 25.78 USD/sqm, 24.73 USD/sqm, 23.90 USD/sqm, 23.25 USD/sqm and 23.00 USD/sqm respectively.
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Evolution of the Hotel industry in Argentina
According to the EOH prepared by INDEC, in June 2025, overnight stays at hotel and para-hotel establishments were estimated at 2.6 million, representing a 7.1% decrease compared to the same month of the previous year. Overnight stays by resident and nonresident travelers decreased by 7.4% and 5.8%, respectively. Total travelers who stayed at hotels during June 2025 were 1.2 million, a 0.4% decrease compared to the same month the previous year. The number of resident travelers increased by 0.4%, whereas nonresident travelers dropped 3.9%. The Room Occupancy Rate was around 34.0%, compared to 35.5% in June 2024, and the Bed Occupancy Rate was about 26.0%, down from 27.2% in the same month of the previous year.
Evolution of the Entertainment industry in Argentina
The upcoming fiscal year presents challenges for Argentina’s entertainment and events industry given the electoral context and the tight operating margins observed across the sector. Nevertheless, each fair or large gathering that is successfully organized continues to perform well, showing solid demand and positive reception from visitors and exhibitors. Looking ahead, the industry is expected to continue advancing toward a more comprehensive offering that combines venue rental with infrastructure, stand construction and associated services, adapting to new market requirements and enhancing its overall value proposition.
For fiscal year 2026, the outlook is positive, with expectations of attracting larger-scale and longer-term events that will expand the national agenda of shows and meetings and further strengthen Argentina’s position as a key hub in the regional entertainment and meetings 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) |
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 |
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 – Scope of consolidation; “de facto control” |
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 9. | Incorrect valuation of investment property values | Note 9 – Investment properties
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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 23 – 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 17 – Trade and other receivables |
Level 2 and 3 financial instruments | Main assumptions used by the Company are: · 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). | Incorrect recognition of a charge to income / (loss). | Note 16 – Financial instruments by category |
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 21 – 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 16 – Financial instruments by category (Financial liabilities) |
Biological assets | Main assumptions used in valuation are yields, production costs, selling expenses, forwards of sales prices, discount rates. | Wrong recognition/valuation of biological assets. See sensitivities modeled on these parameters in Note 13. | Note 14 – Biological assets |
(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
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.
We are managed by a board of directors. Our bylaws provide that our Board of Directors shall consist of a minimum of three and a maximum of fifteen regular directors and the same or less numbers of alternate directors. Currently, our board is composed by twelve regular directors and six alternate directors. The directors will renew their positions at the rate of one third of the total number each year. For this purpose, once the amendment to the Company’s by-laws is approved, the first ordinary shareholders meeting will decide for the first time the duration of the Directors that are elected to comply with the above provisions. Notwithstanding the foregoing, each annual shareholders’ meeting will decide in each case the increase or decrease in the number of directors, their election and also, the duration in their positions, being established that in the hypothetical case that the Board of Directors is integrated with a number less than nine members, it may not be renewed in a partial or staggered manner, if the exercise of the cumulative vote is prevented in this way. The directors and alternate directors may be re-elected indefinitely.
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 information about our regular directors and alternate directors:
Directors (1) |
| Date of Birth |
| Position in Cresud |
| Term Expires (2) |
| Date appointed to the current office |
| Current position held since |
Eduardo S. Elsztain |
| 01/26/1960 |
| Chairman |
| 06/30/26 |
| 10/05/23 |
| 1994 |
Saúl Zang |
| 12/30/1945 |
| First Vice-Chairman |
| 06/30/26 |
| 10/05/23 |
| 1994 |
Alejandro G. Elsztain |
| 03/31/1966 |
| Second Vice-Chairman and CEO |
| 06/30/25 |
| 28/10/22 |
| 1994 |
Jorge O. Fernández |
| 01/08/1939 |
| Regular Director |
| 06/30/27 |
| 10/28/24 |
| 2003 |
Fernando A. Elsztain |
| 01/04/1961 |
| Regular Director |
| 06/30/25 |
| 10/28/22 |
| 2004 |
Mariana Renata Carmona |
| 02/11/1961 |
| Regular Director |
| 06/30/26 |
| 10/05/23 |
| 2020 |
Alejandro G. Casaretto |
| 10/15/1952 |
| Regular Director |
| 06/30/26 |
| 10/05/23 |
| 2008 |
Liliana Glikin |
| 03/29/1953 |
| Regular Director |
| 06/30/27 |
| 10/28/24 |
| 2019 |
Alejandro Bartolome |
| 12/09/1954 |
| Regular Director |
| 06/30/25 |
| 10/28/22 |
| 2019 |
Gabriela Macagni |
| 01/13/1964 |
| Regular Director |
| 06/30/25 |
| 10/28/22 |
| 2020 |
Nicolás Bendersky |
| 04/21/1983 |
| Regular Director |
| 06/30/27 |
| 10/28/24 |
| 2022 |
Enrique Antonini |
| 03/16/1950 |
| Regular Director |
| 06/30/27 |
| 10/28/24 |
| 2022 |
Eduardo Kalpakian |
| 03/03/1964 |
| Alternate Director |
| 06/30/26 |
| 10/05/23 |
| 2007 |
Ilan Elsztain |
| 01/08/1992 |
| Alternate Director |
| 06/30/25 |
| 10/28/22 |
| 2020 |
Iair Elsztain |
| 03/05/1995 |
| Alternate Director |
| 06/30/25 |
| 10/28/22 |
| 2020 |
Gabriel A.G. Reznik |
| 11/18/1958 |
| Alternate Director |
| 06/30/27 |
| 10/28/24 |
| 2021 |
Pedro D. Labaqui Palacio |
| 02/22/1943 |
| Alternate Director |
| 06/30/27 |
| 10/28/24 |
| 2021 |
_____________________
(1) | The business address of our management is Carlos Della Paolera 261, 9th Floor, (C1001ADA) Buenos Aires, Argentina. With the exception of Eduardo S. Elsztain and Saúl Zang, whose business address is Bolivar 108, 1st Floor, (C1066AAD) Buenos Aires, Argentina |
(2) | Term expires at the annual ordinary shareholders’ meeting. |
Liliana Glikin, Alejandro Bartolome, Gabriela Macagni and Enrique Antonini, qualify as independent, in accordance with the CNV Rules.
Our Chairman Eduardo S. Elsztain is the husband of our regular director Mariana R. Carmona, and they are both parents to alternate directors Ilan and Iair Elsztain. Eduardo S. Elsztain is also the brother of Second Vice-Chairman and CEO Alejandro G. Elsztain and cousin of the regular director Fernando A. Elsztain.
The following is a brief biographical description of each member of our board of 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 IRSA, 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 Asset 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 served 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 and has retired more than a decade ago. Mr. Zang is Vice-Chairman I of IRSA, Consultores Asset Management S.A. and other companies, such as Fibesa S.A.U., 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 of IRSA, and Vice President of Futuros y Opciones.Com S.A., Agrofy SAU and Hoteles Argentinos S.A.U. He is also director of BrasilAgro, Companhia Brasileira de Propriedades Agrícolas Ltda., a Brazilian agricultural company, among other companies.
Jorge Oscar Fernández. Mr. Fernández obtained a degree in Economic Sciences from Universidad de Buenos Aires. He has performed professional activities at several banks, financial corporations, insurance firms and other companies related to financial services. He is also involved in many industrial and commercial institutions and associations.
Fernando Adrián Elsztain. Mr. Fernando Adrián Elsztain studied architecture at the 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 IRSA, Puerto Retiro S.A. and Llao Llao Resorts S.A.
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Mariana R. Carmona. Ms. Carmona has a degree on Psychology from the Universidad de Buenos Aires. She is a founder and director of the Fundación Museo de los Niños and member of IWF Argentina. She is also the Vice President I of Consultores Asset Management S.A. She is also member of the board of director of Fundacion IRSA.
Alejandro Gustavo Casaretto. Mr. Casaretto obtained a degree in agricultural engineering from Universidad de Buenos Aires. He has served as our technical manager, farm manager, and technical coordinator since 1979. He joined as a member of the board of directors from 2008.
Liliana Irene Glikin. Ms. Glikin has obtained a law degree from the Universidad de Buenos Aires and a journalist degree from the Journalism School of the “Circulo de la Prensa”. She has been law professor at the Universidad de Buenos Aires. She is partner and legal advisor in “Stolkiner y Asociados” firm, and she is also partner of the law firm Glikin-Rapoport.
Alejandro Mario Bartolome. Mr. Bartolomé has a degree in agronomy from the Universidad de Buenos Aires and also has a Master of Science from the Reading University, England. He is an entrepreneur and producer of commodities, as well as grapes and wine producer in Mendoza, Argentina. He is co-founder and former director of GDM, former Don Mario, a leader company focus on vegetable genetics in the world. He has worked as production manager and CEO of the Company.
Gabriela Macagni. Ms. Macagni has a degree in chemical engineering from the Technological Institute of Buenos Aires (ITBA) and postgraduate degrees in business from the Harvard Business School and the Stanford Business School. She started her career in 1987 as a consultant at Accenture. She worked at Citibank since 1990, developing in the investment banking area, where he was responsible for structuring operations for more than USD 2,000 million, in the local and international capital markets. As a senior manager in commercial banking, she led the Media and Telecommunications unit. After the 2002 crisis, she was responsible for the Corporate Restructuring area and in 2005 she was appointed member of the executive board, in charge of Strategic Planning. In 2001 she was appointed as executive manager of Endeavor. From 2015 to 2019, she served as an independent director of Grupo Supervielle (NYSE: SUPV) where she was a member of the Audit, Human Resources, Compliance and Corporate Governance. She led the launch and operation of the Superville Corporate Venture Fund until March 2020. She was an independent director of HSBC Argentina until 2025, a member of the ITBA board of directors and a trustee of the San Andrés Civil Educational Association.
Nicolás Bendersky. Mr. Bendersky has a degree in Economics and a Master’s Degree 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 S.A. where he currently works as CIO. Between 2015 and 2021, he was part of the boards of numerous leading public and private companies in Israel and is currently a regular member of the Board of Banco Hipotecario, BACS and IRSA. He is also director of Argenta Silver, a Canadian company and acting CFO in Challenger Gold.
Enrique Antonini. Mr. Antonini is a lawyer, graduated with honors from the Law School of the University of Buenos Aires. He works as Director of Banco Mariva S.A. from 1991 to date. He is a Regular Director of the Buenos Aires Stock Exchange.
Eduardo Kalpakian. Mr. Kalpakian holds a degree in business from the Universidad de Belgrano. He has also an MBA from Universidad del CEMA. He has been director for 37 years of Kalpakian Hnos. S.A.C.I., a leading carpet manufacturer and flooring distributor in Argentina. Currently he is vice-chairman of such company’s board and CEO. He is also vice-chairman of the board of La Dormida S.A.A.C.E I.
Ilan Elsztain. Mr. Elsztain obtained a Bachelor’s degree in Economics from the University of Buenos Aires. He worked for over 10 years in different group companies such as Avenida and Fibesa. He is currently an alternate director of Consultores Asset Management S.A., where he carries out research work, Banco Hipotecario SA, BACS, and Minera Cuyo SA. He is a director of BHN Seguros Generales S.A, BHN Vida SA, and Austral Gold Argentina SA, among other companies.
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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 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 IRSA.
Gabriel A. G. Reznik. Mr. Reznik obtained a degree in Civil Engineering from Universidad de Buenos Aires. He worked for IRSA since 1992 until May 2005 at which time he resigned. He had formerly worked for an independent construction company in Argentina. He is an alternate director of IRSA.
Pedro Damaso Labaqui Palacio. Mr. Labaqui obtained a law degree from Universidad de Buenos Aires. Previously, he was a member of the Board of Directors of Bapro Medios de Pago S.A. and REM Sociedad de Bolsa S.A.
Employment contracts with certain members of our board of directors
We do not have written contracts with our directors. However, Eduardo S. Elsztain, Saul Zang, Alejandro G. Elsztain and Fernando A. Elsztain are employed by us under the 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, minimum age requirements, protection of young workers and suspension and termination of the contract.
Senior Management
Senior management performs its duties in accordance with the instructions of our board of directors. There are no arrangements by which a person is selected as a member of our senior management.
The following table shows information about our current senior management of the Operations Center in Argentina (designated by the board of directors meeting):
Name |
| Date of Birth |
| Position |
| Current Position Held Since |
Alejandro G. Elsztain |
| 03/31/1966 |
| CEO |
| 1994 |
Matías I. Gaivironsky |
| 02/23/1976 |
| Chief Financial and Administrative Officer |
| 2011 |
Diego Chillado Biaus |
| 09/15/1978 |
| General Manager for Cattle and Specialities Operations in Argentina |
| 2022 |
The following is a biographical description of each of our senior managers who are not 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.
Diego Chillado Biaus. Mr. Diego Chillado Biaus obtained a degree in Administration and Agricultural Economics from Universidad de Buenos Aires. He has a master’s degree in Agribusiness from Universidad Austral. He joined the company in 2005 and has served in several positions in the commercial area. Since 2019, he has served as the Commercial Manager of the Company and is a member of the Board of Directors of Futuros y Opciones.Com S.A.
Executive Committee
Pursuant to our by-laws, our day-to-day business is managed by an executive committee consisting of a minimum of four and a maximum of seven directors and one alternate member, among which there should be the Chairman, First Vice-Chairman and Second Vice-Chairman of the board of directors. The current members of the Executive Committee are Messrs. Eduardo S. Elsztain, Saúl Zang, Alejandro Elsztain and Fernando A. Elsztain.
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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.
Supervisory Committee
LGS 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 Law No. 19,950, 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 LGS, 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 LGS must meet at least every three months.
The following table shows information about the members of our Supervisory Committee, who were elected in the annual general ordinary shareholders’ meeting which was held on October 28, 2024:
Name |
| Date of Birth |
| Position |
| Term Expiration |
| Position Held Since |
José D. Abelovich |
| 07/20/1956 |
| Member |
| 2025 |
| 1992 |
Marcelo H. Fuxman |
| 11/30/1955 |
| Member |
| 2025 |
| 1992 |
Noemí I. Cohn |
| 05/20/1959 |
| Member |
| 2025 |
| 2010 |
Roberto D. Murmis |
| 04/07/1959 |
| Alternate Member |
| 2025 |
| 2005 |
Paula Sotelo |
| 10/08/1971 |
| Alternate Member |
| 2025 |
| 2020 |
Cynthia Deokmellian |
| 08/06/1976 |
| Alternate Member |
| 2025 |
| 2020 |
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All members of the supervisory committee qualify as independent, in accordance with CNV Resolution No. 400/2002 Rules.
Set forth below is a brief biographical description of each member of our Supervisory Committee:
José Daniel Abelovich. Mr. Abelovich holds an accounting degree from the Universidad de Buenos Aires. He was a founding member and partner until 2024 of NEXIA Abelovich, Polano & Asociados S.R.L., an Argentine accounting firm and member of Nexia International, a global network of accounting and consulting firms. He is currently a partner at Lisicki, Litvin & Abelovich. He serves on the Supervisory Committees of Pampa Energía S.A., Transportadora de Gas del Sur S.A., IRSA, and Banco Hipotecario S.A., among others.
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 IRSA, 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 IRSA, 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 IRSA, 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 currently an audit partner at Lisicki Litvin & Abelovich. Until 2024, she was a partner at NEXIA Abelovich, Polano y Asociados S.R.L., an Argentine accounting firm and 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 IRSA, 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 currently a partner at Lisicki Litvin & Abelovich. Until 2024, she was a partner at NEXIA Abelovich, Polano y Asociados S.R.L., an Argentine accounting firm and 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 IRSA, Futuros y Opciones.Com and FyO Acopio S.A., among others.
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Internal Control
Management uses the Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO Report”) to assess effectiveness of internal control over financial reporting.
The COSO Report sets forth that internal control is a process, effected by an entity’s 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; |
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| · | compliance with applicable laws and regulations Based on the above, the Company’s internal control system involves all levels of the company actively involved in exercising control; |
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| · | the board of directors, by establishing the objectives, principles and values, setting the tone at the top and making the overall assessment of results; |
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| · | the management of each area is responsible for 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 area and, therefore, those of the entity as a whole; and |
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| · | the other 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 CML and the CNV Rules, our board of directors has established an audit committee which focus on assisting the board in exercising its duty of care, compliance with disclosure requirements, supervise the operation of the internal control systems and the administrative-accounting system, supervise the application of the policies regarding information on the company’s risk management, ethical conduct of our businesses, monitoring the sufficiency of our financial statements, our compliance with the laws, independence and capacity of independent auditors and performance of audit duties both by our internal audit and our external auditors and issue a well-founded opinion regarding transactions with related parties in the cases established by this law. These responsibilities are meant to comply with the duties assigned by Law 26.831, the Technical CNV Rules, and other applicable laws.
On March 11, 2020 our board of directors appointed Liliana Glikin, María Gabriela Macagni and Alejandro Mario Bartolome, all of them independent members, as members of the audit committee. The board of directors named María Gabriela Macagni as the financial expert in accordance with the relevant SEC rules. We have a fully independent audit committee as per the standards provided in Rule 10(A)-3(b)(1).
B. Compensation
Compensation 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 shareholders’ meeting held on October 28, 2024, a compensation for an aggregate amount of ARS 177.9 million was approved for all of our directors for the fiscal year ended June 30, 2024.
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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, 2025 and 2024 was ARS 20,224 million and ARS 22,903 million, respectively.
Compensation of Supervisory Committee
Our shareholders’ meeting held on October 28, 2024 further approved by majority vote a compensation for an aggregate amount of ARS 16.9 million to our Supervisory Committee for the fiscal year ended June 30, 2023.
Compensation of Senior Management
Our senior management is paid 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 our results.
The total and aggregate compensation paid to our senior management of the urban properties and investment business and the Agricultural Business for the fiscal year ended June 30, 2025, was ARS 267.2 million.
Compensation of the Audit Committee
The members of our Audit Committee do not receive any additional compensation other than that received for their services as members of our board of directors.
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; |
|
|
|
| 2. | total or permanent incapacity or disability; or |
|
|
|
| 3. | death. |
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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 3,970 million and ARS 2,717 million for the fiscal years ended June 30, 2025 and 2024, 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. 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 applicable objectives.
Incentive Program
Between 2011 and 2014, the Company implemented a stock incentive plan approved by the CNV under the new CML. Participation was voluntary and based on annual bonuses for those years. Participants become entitled to the full benefit, which consists of IRSA shares, after five years from each contribution, or earlier in the event of disability or death.
In 2014, an extraordinary stock award was granted to eligible employees, together with an additional stock bonus equivalent to June 2014 compensation for employees with more than two years of service who were not included in the plan.
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Employee long-term incentive – BrasilAgro
On October 2, 2017, the General Shareholders’ Meeting of BrasilAgro approved the creation of the ILPA Plan, a compensation program in which participants are entitled to receive a number of issued shares by the company if the objectives defined in the agreement are achieved. The ILPA Plan was divided into 3 programs and requires beneficiaries to remain with the Company for a specified period (consolidation period), in addition to having cumulative key performance indicators (“KPls”) that can define, increase or decrease the number of actions, classifying the result according to the 3 categories that make up the plan. The first compensation program (“ILPA 1”) was approved by the Board of Directors of BrasilAgro on June 18, 2018, and ended during the year June 30, 2021.
On May 6, 2021, the Board of Directors of BrasilAgro approved the terms of the second share-based compensation program, giving continuity to the ILPA Plan, establishing the characteristics and general rules of the new plan, such as a maximum number of shares and the list of eligible employees, appointed by a designated committee and approved by the Board of Directors of BrasilAgro. The structure of the 2nd program is maintained in accordance with the basic guidelines of the ILPA Plan, which basically include the permanence of employees during the accrual period and the achievement of KPIs accumulated between 1 July 2020 and June 30, 2024 (consolidation period).
Continuing with the share-based compensation program, on December 4, 2023, the Board of Directors of BrasilAgro approved the terms of the third ILPA Plan, establishing the characteristics and general rules of the new plan, such as a maximum number of shares and the list of eligible employees, appointed by a designated committee and approved by the Board of Directors of BrasilAgro. The ILPA Plan is accounted for in accordance with IFRS 2, as BrasilAgro receives services from participants and, in return, agrees to deliver its own shares. As of June 30, 2025, the accumulated expenses under the third ILPA Plan amounted to BRL 3.2 million.
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 – Long Term Incentive Program”.
D. Employees
As of June 30, 2025, we had 2,889 employees.
As of such date, we had 716 employees in our Agricultural Business in Argentina, including Cresud employees and FyO but not those of Agro-Uranga S.A. Approximately 25% are under collective labor agreements.
We employ 464 people in our International Agricultural businesses, composed of 414 employees of BrasilAgro, 28 employees in the companies located in Paraguay and 22 employees in the companies located in Bolivia.
Our Shopping Malls, Offices, Sales and Developments and Other businesses had 718 employees with 270 represented by the Union of Commerce Employees (Sindicato de Empleados de Comercio). Our Hotels segment had 674 employees with 556 represented by the Tourism, Hotels and Gastronomy Union from the Argentine Republic (Unión de Trabajadores del Turismo, Hoteleros y Gastronómicos de la República Argentina) (UTHGRA).
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The following table shows the number of employees in the Company’s various businesses as of the dates mentioned below:
|
|
|
|
| Urban Business |
|
|
|
|
|
|
|
|
|
| |||||||||
|
| Agricultural Business(1) |
|
| Shopping Malls, Offices, Sales and Developments and Other Business |
|
| Hotels(2) |
|
| Shared Service Center |
|
| Corporate Areas |
|
| Total |
| ||||||
June 30, 2023 |
|
| 1,152 |
|
|
| 667 |
|
|
| 622 |
|
|
| 235 |
|
|
| 84 |
|
|
| 2,760 |
|
June 30, 2024 |
|
| 1,153 |
|
|
| 693 |
|
|
| 708 |
|
|
| 229 |
|
|
| 84 |
|
|
| 2,867 |
|
June 30, 2025 |
|
| 1,180 |
|
|
| 718 |
|
|
| 674 |
|
|
| 241 |
|
|
| 76 |
|
|
| 2,889 |
|
______________________
(1) | Agricultural Business includes CRESUD, FyO, BrasilAgro, Acres and Palmeiras. |
(2) | Includes Hotel Intercontinental, Libertador Hotel and Llao Llao. |
The following table sets forth the amount and percentage of our shares beneficially owned by our directors, Supervisory Committee and senior management as of June 30, 2025:
|
|
|
|
| Share ownership |
| ||||||||||||||
Name |
| Position |
|
| Number of Shares (2) |
|
| Percentage |
|
| Number of Warrants (3) |
|
| Percentage Fully Diluted |
| |||||
Directors |
|
|
|
|
|
|
| % |
|
|
|
|
| % |
| |||||
Eduardo Sergio Elsztain (1) |
| Chairman |
|
|
| 230,771,688 |
|
|
| 37.6 |
|
|
| 35,143,421 |
|
|
| 39.1 |
| |
Saúl Zang |
| First vice-chairman |
|
|
| 7,216,892 |
|
|
| 1.2 |
|
|
| 2,092,830 |
|
|
| 1.4 |
| |
Alejandro Gustavo Elsztain |
| Second vice- chairman / Chief Executive Officer |
|
|
| 13,861,870 |
|
|
| 2.3 |
|
|
| 3,468,205 |
|
|
| 2.6 |
| |
Jorge Oscar Fernández |
| Director |
|
|
| 300,000 |
|
|
| 0.0 |
|
|
| — |
|
|
| 0.0 |
| |
Fernando Adrián Elsztain |
| Director |
|
|
| 300,000 |
|
|
| 0.0 |
|
|
| 606,061 |
|
|
| 0.2 |
| |
Mariana Carmona |
| Director |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
| |
Alejandro Gustavo Casaretto |
| Director |
|
|
| 334,397 |
|
|
| 0.1 |
|
|
| 49,874 |
|
|
| 0.1 |
| |
Liliana Rene Glikin |
| Director |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
| |
Alejandro Mario Bartolome |
| Director |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
| |
Gabriela Macagni |
| Director |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
| |
Nicolas Bendersky |
| Director |
|
|
| 192,798 |
|
|
| 0.0 |
|
|
| 28,410 |
|
|
| 0.0 |
| |
Enrique Antonini |
| Director |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
| |
Eduardo Ohan Kalpakian |
| Alternate Director |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
| |
Ilan Elsztain |
| Alternate Director |
|
|
| 14,610 |
|
|
| 0.0 |
|
|
| 7,388 |
|
|
| 0.0 |
| |
Iair Elsztain |
| Alternate Director |
|
|
| 732 |
|
|
| 0.0 |
|
|
| 108 |
|
|
| 0.0 |
| |
Gabriel A. G. Reznik |
| Alternate Director |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
| |
Pedro Damaso Labaqui Palacio |
| Alternate Director |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Senior Management |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Matias Gaivironsky |
| Chief Financial and Administrative Officer |
|
|
| 319,558 |
|
|
| 0.1 |
|
|
| 252,492 |
|
|
| 0.1 |
| |
Diego Chillado Biaus |
| General Manager for Cattle and Specialities Operations in Argentina |
|
|
| 72,069 |
|
|
| 0.0 |
|
|
| 101,497 |
|
|
| 0.0 |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supervisory Committee |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
José Daniel Abelovich |
| Member |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
| |
Marcelo Héctor Fuxman |
| Member |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
| |
Noemí Ivonne Cohn |
| Member |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
| |
Roberto Daniel Murmis |
| Alternate member |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
| |
Cynthia Deokmelian |
| Alternate member |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
| |
Paula Sotelo |
| Alternate member |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
| |
_______________________
(1) | Includes (i) 141,979,756 shares beneficially owned by Inversiones Financieras del Sur S.A., for which Mr. Eduardo S. Elsztain may be deemed beneficial owner, (ii) 1,131 common shares owned by Consultores Venture Capital Uruguay S.A. for which Mr. Eduardo S. Elsztain may be deemed beneficial owner, and (iii) 88,790,801 common shares directly owned by Mr. Eduardo S. Elsztain. |
(2) | As of June 30, 2025, the outstanding shares were 614,074,273 and we own 6,397,536 shares in treasury. To calculate the percentage, the effect of treasury shares was not considered. |
(3) | In March 2021, 90 million options were issued that will entitle the holders through their exercise to acquire additional new shares. As of June 30, 2025, the outstanding warrants were 73,294,802, and as a subsequent event, on September 30, 2025, we reported that certain warrants holders have exercised their right to acquire additional shares, therefore the new number of outstanding warrants decreased to 60,669,566, for more information, see “Recent Developments – Exercise of Warrants”. On November 8, 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 a cash dividend to the shareholders on November 7, 2024, being the current Ratio of 1.4075 shares per option and a price of USD 0.4019 per share. |
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| Table of Contents |
Option Ownership
No options to purchase shares have been granted to our Directors, Senior Managers, members of the Supervisory Committee, or Audit Committee.
Employees’ 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—Directors, Senior Management and Employees – B. Compensation – Capitalization Program for our executive staff” and (ii) “Item 6—Directors, Senior Management and Employees – B. Compensation – Long Term Incentive Program”.
F. Disclosure of Registrant’s Action to Recover Erroneously Awarded Compensation
While preparing the financial statements for the year ended June 30, 2025, the Company’s management identified an error in the computation of the inflation adjustment of the share premium arising from the exercise of warrants during the fiscal years ended June 30, 2024, 2023, and 2022.
This error resulted in a duplication of the recognition of the inflation adjustment of the share premium related to the exercise of warrants, which led to an incorrect inflation adjustment loss reported in the income statement for those years. This error also impacted other items such as management fees, which should have resulted in a higher income tax carryforward. These differences had no effect on income tax, as tax loss carryforwards had been previously provisioned.
As a result of the foregoing, the Company was required to prepare an accounting restatement for the fiscal years ended June 30, 2024, 2023, and 2022, correcting the identified error in accordance with IAS 8. For more information see Note 1 to our Audited Consolidated Financial Statements.
Since the accounting restatement would have resulted in a higher result than was originally reported for the fiscal years affected, no action to recover erroneously awarded compensation is required pursuant to our incentive compensation clawback policy.
Item 7. Major shareholders and related party transactions
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, ANSES (The Argentine Social Security National Agency) and all our directors and officers as a group.
|
| Share Ownership as of June 30, 2025 |
| |||||||||||||
Shareholder |
| Number of Shares |
|
| Percentage (4) |
|
| Number of Warrants |
|
| Percentage Fully Diluted (5) |
| ||||
|
|
|
|
| % |
|
|
|
|
| % |
| ||||
Eduardo Sergio Elsztain (1)(2) |
|
| 230,771,688 |
|
|
| 37.6 |
|
|
| 35,143,421 |
|
|
| 39.1 |
|
Directors and officers (3) |
|
| 22,612,926 |
|
|
| 3.7 |
|
|
| 6,606,865 |
|
|
| 4.4 |
|
ANSES |
|
| 24,747,117 |
|
|
| 4.0 |
|
|
| 3,617,316 |
|
|
| 4.2 |
|
Others (6) |
|
| 335,942,542 |
|
|
| 54.7 |
|
|
| 27,927,200 |
|
|
| 52.3 |
|
Total |
|
| 614,074,273 |
|
|
| 100.0 |
|
|
| 73,294,802 |
|
|
| 100.0 |
|
_______________________
(1) | Eduardo S. Elsztain is the Chairman of the board of directors of IFIS Limited, a corporation organized under the laws of Bermuda and Inversiones Financieras del Sur S.A., a corporation organized under the laws of Uruguay. Mr. Elsztain holds (through companies controlled by him and proxies) most of the voting power in IFIS Ltd., which owns 100% of IFISA. |
(2) | As a result, Mr. Elsztain may be deemed beneficial owner of 37.6% of our total shares, which includes (i) 141,979,756 shares beneficially owned by Inversiones Financieras del Sur S.A., for which Mr. Eduardo S. Elsztain may be deemed beneficial owner, (ii) 1,131 common shares owned by Consultores Venture Capital Uruguay S.A. for which Mr. Eduardo S. Elsztain may be deemed beneficial owner, and (iii) 88,790,801 common shares directly owned by Mr. Eduardo S. Elsztain. |
(3) | Includes only direct ownership of our Directors and Senior Management, other than Mr. Eduardo S. Elsztain. |
(4) | As of June 30, 2025, the outstanding shares were 614,074,273 and we own 6,397,536 shares in treasury. To calculate the percentage, the effect of treasury shares was not considered. |
(5) | In March 2021, 90 million options were issued that will entitle the holders through their exercise to acquire additional new shares. As of June 30, 2025, the outstanding warrants were 73,294,802, and as a subsequent event, on September 30, 2025, we reported that certain warrants holders have exercised their right to acquire additional shares, therefore the new number of outstanding warrants decreased to 60,669,566, for more information, see “Recent Developments – Exercise of Warrants”. On November 8, 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 a cash dividend to the shareholders on November 7, 2024, being the current Ratio of 1.4075 shares per option and a price of USD 0.4019 per share. |
(6) | On September 25, 2025, Kopernik Global Investors, LLC, domiciled at 302 Knights Runs Ave, 12th Floor, Unit 25, Tampa, Florida, United States of America, notified to the CNV of a shareholding in the Company representing 5.24% of the capital stock and 5.11% of the voting rights. |
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Changes in Share Ownership
|
| As of June 30, |
| |||||||||
|
| 2025 |
|
| 2024 |
|
| 2023 |
| |||
|
| % (4) |
| |||||||||
Eduardo S. Elsztain(1)(2) |
|
| 37.6 |
|
|
| 38.7 |
|
|
| 38.5 |
|
Directors and officers(3) |
|
| 3.7 |
|
|
| 3.8 |
|
|
| 3.8 |
|
ANSES |
|
| 4.0 |
|
|
| 4.0 |
|
|
| 4.0 |
|
Others |
|
| 54.7 |
|
|
| 53.5 |
|
|
| 53.7 |
|
Total |
|
| 100.0 |
|
|
| 100.0 |
|
|
| 100.0 |
|
___________________
(1) | Eduardo S. Elsztain is the Chairman of the board of directors of IFIS Limited, a corporation organized under the laws of Bermuda and Inversiones Financieras del Sur S.A., a corporation organized under the laws of Uruguay. Mr. Elsztain holds (through companies controlled by him and proxies) most of the voting power in IFIS Ltd., which owns 100% of IFISA. |
(2) | As a result, Mr. Elsztain may be deemed beneficial owner of 37.6% of our total shares, which includes (i) 141,979,756 shares beneficially owned by Inversiones Financieras del Sur S.A., for which Mr. Eduardo S. Elsztain may be deemed beneficial owner, (ii) 1,131 common shares owned by Consultores Venture Capital Uruguay S.A. for which Mr. Eduardo S. Elsztain may be deemed beneficial owner, and (iii) 88,790,801 common shares directly owned by Mr. Eduardo S. Elsztain. |
(3) | Includes only direct ownership of our Directors and Senior Management, other than Mr. Eduardo S. Elsztain. |
(4) | As of June 30, 2025, the outstanding shares were 614,074,273 and we own 6,397,536 shares in treasury. To calculate the percentage, the effect of treasury shares was not considered. |
Difference in Voting Rights
Our major shareholders do not have different voting rights.
Arrangements for change in control
There are no arrangements that may at a subsequent date result in a change in control.
Securities held in the host country
As of June 30, 2025, our total issued and outstanding capital stock outstanding consisted of 614,074,273 common shares. As of June 30, 2025, there were approximately 48,329,913 American Depositary Shares (representing 483,299,130 of our common shares, or 78.7% of all our outstanding shares held) in the United States by approximately 33 registered holders of American Depositary Shares.
Additionally, in March 2021, 90 million options were issued that will entitle the holders through their exercise to acquire additional new shares. 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 (provided that 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 NASDAQ and ByMA under the tickers CRESW and CRE3W, respectively.
On November 8, 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 a cash dividend to the shareholders on November 7, 2024, being the current Ratio of 1.4075 shares per option and a price of USD 0.4019 per share.
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B. Related Party Transactions
We have engaged and, in the future, may engage in transactions with related parties. We believe that any related party transaction we have entered into in the past has been in the ordinary course of business and on terms and conditions that are comparable with transactions that we would enter into with non-related parties.
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).
Below is a summary of our material related party transactions as of the date of this Annual Report.
Offices and Shopping Mall Leases
We rented office space for our executive offices located at the Della Paolera tower at Della Paolera 261, floor 9th, City of Buenos Aires, Argentine which IRSA has owned, and which was sold to a non-related party. We also rented an office space that IRSA owns 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, IRSA also leases various stores, stands, storage space or advertising spaces in its 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 IRSA
Considering that each of IRSA 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 this end, on June 30, 2004, we and IRSA entered into a Master Agreement for the Exchange of Corporate Services, or the “Framework Agreement,” which has been amended from time to time 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 IRSA 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 no company benefits at the expense of the others.
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Hospitality Services
We and our related parties hire, on certain occasions, hotel services and lease conference rooms for events held at Nuevas Fronteras S.A. and Llao Llao Resorts S.A., subsidiaries of IRSA, all on arm’s-length terms and conditions.
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, 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. For more information, see “Item 4. Information on the Company — B. Business Overview — Other Land Reserves— 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, as well as IRSA. In addition, Cresud, IRSA and Banco Hipotecario act as beneficiaries of the trust. The trust agreement involves the contribution of the building owned by Banco Hipotecario. In addition, other non-related companies invest as money trustors in the trust.
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, IRSA, and other related companies.
On October 31, 1997, IRSA 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 cost all the rights of use over such space and its respective obligations to Fundación Museo de los Niños.
On November 29, 2005, IRSA 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.
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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.
Operations with IFISA
On November 10, 2021, we inform that the Board of Directors has approved the extension for a term of one year and consecutive extensions of the loan granted by Cresud to IFISA, a company controlled by Mr. Eduardo Sergio Elsztain, president of the Company, for the amount of 3,235,000 IRSA’s GDSs at a rate of 1%. Cresud maintains the economic and political rights on IRSA’s GDSs.
On March 23, 2023, we informed that the Board of Directors has approved a loan granted by Cresud to IFISA, a company controlled by Mr. Eduardo Sergio Elsztain, president of the Company, for the amount of 1,500,000 IRSA’s GDSs at a rate of 1% of the IRSA’s GDS price on the last business day of the immediately preceding month. The loan has been guaranteed by Inversiones Financieras del Sur S.A. with shares of equivalent value.
In January 2024, the loan agreements were fully cancelled.
The Audit Committee was consulted under the terms of Chapter III of the CNV Rules, as well as articles 72 and 110 inc. h) of Section IV of CML, and after analyzing the feasibility of the transactions, has issued a favorable opinion in this regard.
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.
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. The total amount subscribed was USD 3.0 million.
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 and has retired more than a decade ago. Mr. Zang is a member of our Board of Directors and those of certain related companies. See “Item 6. 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.
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Farmland Lease Agreement San Bernardo
We lease as tenants 10,896 hectares of farmland located in the Province of Córdoba, owned by San Bernardo de Córdoba S.A., pursuant to a lease agreement effective from July 1, 2023, until June 30, 2025, with a (1) one year lease extension. Pursuant to the agreement, the extension option was exercised, extending the lease term until June 30, 2026.
The rent to be paid is an amount of Pesos equal to 1.25kg. of beef per hectare per year, considering the average price per kilo of beef determined by the Indice Mercado Agroganadero (INMAG) according to the agreed calculation methodology. In addition, the parties have agreed on a variable price increase up to 50% of the net margin of the farmland production, applicable only in the event of a positive margin, net of the fixed price previously paid.
Consulting Agreement
Pursuant to the terms of the Consulting Agreement with Consultores Asset Management S.A. effective as of November 7, 1994, as amended from time to time and by the last amendment dated September 6, 2017 in which certain adjustments were implemented to the purpose of the agreement by virtue of the broadness of Cresud’s business, Consultores Asset Management S.A. provides us advisory services on matters related to capital investments in all aspects of the agricultural, real estate, financing and hotels business, among others. One of our shareholders and the Chairman of our board of directors is the owner of 85% of the capital stock of Consultores Asset Management S.A. and our First Vice Chairman of the board of directors holds the remaining 15% of its capital stock. On the same date above mentioned, Consultores Asset Management S.A. assigned, with the conformity of Cresud, certain rights and obligations derived from the Consulting Agreement to CVCU, an Uruguayan company controlled 100% by Consultores Asset Management S.A., therefore and currently the assessment to Cresud is partially provided by CVCU directly.
Pursuant to the terms of the Consulting Agreement, Consultores Asset Management S.A. provides us with the following services:
| · | advises with respect to the investment of our capital in all aspects of operations in agricultural, real estate, financing, hotels, etc, matters and business proposals; |
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| · | acts on our behalf in such transactions, negotiating the prices, conditions, and other terms of each operation; and |
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| · | gives advice regarding securities investments with respect to such operations. |
Under the Consulting Agreement, we pay Consultores Asset Management S.A. for its services, an annual fee equal to 10% of our annual after-tax net income. During the fiscal years 2025, 2024 and 2023 were recognized ARS 9,081 million, ARS 12,945 million and ARS 24,823 million, respectively.
The Consulting Agreement is subject to termination by either party upon not less than 60 days prior written notice. If we terminate the Consulting Agreement without cause, we will be liable to Consultores Asset Management S.A. and/or CVCU for twice the average of the amounts of the management fee paid to Consultores Asset Management S.A. for the two fiscal years prior to such termination.
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 Tyrus S.A., a company wholly owned by IRSA, 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.
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Investment in Golden Juniors Segregated Portfolio
On August 29, 2025, IRSA approved an investment of up to USD 12 million, in cash or in kind, in Golden Juniors Segregated Portfolio, an investment fund composed of different segregated portfolios, whose investment manager is a company directly controlled by Mr. Eduardo Sergio Elsztain, Chairman of IRSA.
This investment is made with the purpose of diversifying part of IRSA’s liquidity into financial alternatives that allow capturing growth opportunities in emerging sectors of the Argentine economy, particularly in the field of precious metals and the mining industry.
As part of the investment agreement, it was established that IRSA and/or its subsidiaries will not pay performance fees, being required only to bear the proportion of expenses corresponding to their participation in the fund.
The execution of this trust agreement has been approved by the Board of Directors of IRSA, with no objections from the Audit.
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. Audited Consolidated Statements and Other Financial Information
See Item 18 for our Audited Consolidated Financial Statements.
Legal or arbitration proceedings
We are not engaged in any material litigation or arbitration and no material litigation or claim is known to us to be pending or threatened against us, other than those described below.
Litigation with Exagrind S.A.
Exagrind S.A. filed a lawsuit against Inversiones Ganaderas S.A. (IGSA) (a former subsidiary merged with the Company) and Tali Sumaj on claims for damages and losses produced by a fire in one of the Company’s farms, “San Rafael” farm, which is close to Exagrind’s property, Tali Sumaj, in the Province of Catamarca, Argentina. The fire took place on September 6, 2000. There is a lien on the property and Exagrind S.A. requested that the measure be extended with an attachment of bank accounts. This ruling has been challenged and to date the accounts have not been attached. Moreover there is another judicial filed labeled “Exagrind S.A. Estancia San Rafael c/ Inversiones Ganaderas S.A. s/ Incidente de extension de responsabilidad” (147/11) wherein Exagrid S.A. requested an injunction against Cresud, which has not been implemented. Notwithstanding the foregoing, this measure was appealed by Cresud and to date the accounts have not been attached.
In December 2017, the first instance judgment was rendered, pursuant to which, Cresud was sentenced to pay damages to the plaintiff. Notwithstanding, the amount of the damages will be determined at the time of execution of such ruling. On April 4, 2018, the court granted us an appeal. In June 2020 the appeal filed by the company was rejected and from which the following grounds arise 1. That the damaging event was caused by the risk or vice of the thing in light by virtue of the provisions of Section 113 of the previous CC, considering that the risky activity was proven as the creator of the damage, understanding that the risk itself determines the responsibility and with it the danger of generating fire in the field that in his opinion was proven and originated in Tai Sumaj. 2. That the determination of the amount of damage requires an evidentiary point of view, therefore, it is understood that it must be determined at the execution stage, rejecting the appeal of the opponent in this regard. 3. Granted de appeal of the plaintiff in relation to the active rate for the use of justice from the date of the harmful event to the effective payment, being that the judge of 1st instance had set from the date of the sentence to the effective payment.
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According to the judgment of December 2017, an expert witness was proposed. The expert witness report prepared by engineer Sergio Germán Pereyra has been presented, thus complying with the provisions of final judgment of December 2017. From the aforementioned report accompanied by the expert, the first instance judge decided to consider the amount of the judicial claim in the sum of ARS 52,893,850, this amount includes both the loss of profit of ARS 37,703,850, as well as the emergent damage of ARS 15,190,000, plus accrued interest until payment. Plus, in accordance with what was resolved by the Final Judgment of the Chamber of Appeals in Civil, Commercial, Labor and Family Matters of the 2nd Nomination, by means of Final Judgment No. 4, dated June 26 of the year 2020. In December 2024, Inversiones Ganaderas S.A. merged with Cresud S.A. and paid to Exagrind S.A. as compensation of the losses the sum of ARS 196.531.913,02 in a judicial account.
In addition, the Company is involved in several legal proceedings, including tax, labor, civil, administrative and other matters for which the Company has not established provisions based on the information assessed to date. In the opinion of management, the ultimate disposition of any threatened or pending matters, either individually or collectively, will not have a material adverse effect on the consolidated financial position, liquidity and results of operations of the Company. For ease of presentation, the Company has categorized these matters between those arising out of our agricultural and agro-industrial activities and those arising out of our investment and development properties business activities.
Trial and Preventive Seizure—Province of Salta
Cresud has entered into certain agreements with the state-owned company Salta Forestal S.A. Within the framework of these agreements, Cresud was granted a permit to use public land. In relation to these agreements, the Governor of the Province of Salta issued executive orders No. 815/20, 395/21, 396/21, 397/21, 398/21, 129/23, 130/23, 131/23, 132/23, 133/23, 134/23, and 135/23. These executive orders rejected the appeals filed by Cresud against the fee assessments corresponding to the agricultural campaigns of 2013/2014 through 2020/2021. In response, Cresud filed a number of lawsuits to challenge those executive orders. Meanwhile the Province of Salta filed certain enforcement proceedings and seizure actions to recover the disputed amounts.
On December 6, 2024, Cresud and Salta Forestal S.A. executed a settlement agreement, effective as of January 2025, under which all pending executive and administrative legal proceedings between the parties were terminated. Under the terms of the agreement, Cresud committed to pay the claimed fees, and Salta Forestal S.A. agreed to return the excess amounts previously seized, and the parties’ established guidelines for the calculation and payment of future fees. This agreement resolved all existing disputes between the parties as of the date of execution.
IRSA’s legal or arbitration proceedings
Set- forth below is a description of certain material legal proceedings to which we are a party. We are 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 us outside of what is described below.
Urban Business
Set forth below is a description of certain material legal proceedings to which we are a party. We are not engaged in any other material litigation or arbitration and no other material litigation or claim is known to us to be pending or threatened against us or our subsidiaries. Nevertheless, we may be involved in other litigation from time to time in the ordinary course of business.
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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, IRSA, 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. IRSA cannot give any assurance that it 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. IRSA 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). IRSA 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 IRSA was 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, IRSA was 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 complaint was granted, which is why the appeal filed is currently pending. In that sense, in April 2019 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 Argentine Government and Tandanor.
In November 2024, the CSJN granted the extraordinary appeals filed by Tandanor and the Ministry of Defense, annulled the appealed ruling regarding the statute of limitations for the civil action (based on the theory of the arbitrary sentencing), and confirmed the seizure of the “Planta 1,” although it ordered its restitution to Tandanor instead of to the Argentine Government. The civil action is only directed against Puerto Retiro S.A.
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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.
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.
In addition, at the end of 2009, Proios S.A. filed a claim for damages against Puerto Retiro S.A., alleging an economic loss suffered as a result of the cost of refloating a vessel moored in Dársena Norte, seeking a compensation in the amount of USD 1,850,000. Currently, both parties are producing evidence.
La Rural S.A.
In December 2012, the Argentine Government annulled a decree from 1991 that had approved the sale of the Palermo Exhibition Grounds to the Sociedad Rural Argentina (“SRA”) and revoked the purchase agreement for the sale. The SRA filed for an injunction to suspend the enforcement of such annulment, which was granted and remains in effect following various judicial proceedings.
IRSA has not been notified of, nor is it a party to, these judicial actions initiated by the SRA. Should the annulment of the sale be declared unconstitutional, it would not have any legal effect on IRSA’s acquisition of the company related to the property. However, if the sale were declared null and void, it could affect the assets related to the property.
The judicial proceeding is still at the evidentiary stage, and there are currently no indications that La Rural S.A.’s right to use the property may be affected.
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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, IRSA 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, IRSA was 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. As of the date of this Annual Report, the appeals (“recursos de queja”) filed by Arcos del Gourmet S.A. and Playas Ferroviarias de Buenos Aires S.A. in connection with this proceeding are pending to be resolved.
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, IRSA 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.
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. However, negotiations are underway with the counterparty.
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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, IRSA 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, 2025, IRSA no longer owns any capital stock of IDBD while it has 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 B.V. (“Dolphin”) and IRSA to the District court in Tel-Aviv Jaffa (civil case no. 29694-09-20). The amount claimed by IDBD is Israeli new shekels (“NIS”, the legal currency of Israel) NIS 140 million, claiming that Dolphin 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 court’s 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 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 relates 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.
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 and IRSA to challenge the service and jurisdiction of the Israeli court by May 9, 2023. Therefore, Dolphin and IRSA submitted a motion to challenge the service, the jurisdiction of the Israeli court, and the applicable law.
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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 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 IRSA and Dolphin BV (the “Defendants”) submitted their defense statement on December 29, 2023, which includes several defense arguments. Inter alia, the defendants argue that Dolphin’s commitment consists of an unequivocal and clear, terminating condition stating that the obligation of Dolphin 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 part of discovery proceedings, and for the purpose of receiving the documents held by IDBD’s trustee, IRSA and Dolphin signed a confidentiality commitment on July 28, 2024, and the discovery documents were exchanged by the parties on July 30, 2024.
A preliminary meeting between the parties took place on September 5, 2024.
A list of witnesses on behalf of IDBD was submitted on September 18, 2024; A list of witnesses on behalf of the Defendants was submitted on November 3, 2024.
A list of preliminary motions on behalf of the Defendants was submitted on February 18, 2025, in which the defendants requested the court to order IDBD to complete the discovery proceedings, as well as to summon IDBD’s bondholders’ trustees for the purpose of providing relevant documents; IDBD filed its answer to the Defendants’ list of preliminary requests on March 3, 2025.
A second pre-trial hearing occurred on March 30, 2025, where the Defendants’ motions were discussed. During the hearing, the court ordered IDBD to complete the discovery of documents on its part and to provide a suitable affidavit concerning the documents requested. Also, the court ordered IDBD to request the bondholders’ trustees to provide the required documents. If the bondholders object, the defendants will be allowed to renew their motion to summon the bondholders’ trustees to provide the necessary documents.
At the end of the formal discussion regarding the above motions, the court suggested that the parties refer the dispute to mediation and ordered them to inform the court of their position.
On July 20, 2025, the parties filed a mutual update, informing the court that on July 9, 2025, IDBD had delivered to the Defendants a revised affidavit of disclosure of documents, together with the additional documents in her possession, as well as the bondholders’ trustees' response. The Defendants are reviewing the revised affidavit of disclosure of documents and the additional documents attached thereto, and reserve their right to file an appropriate motion in this regard. Also, considering the bondholders’ trustees' position concerning the delivery of the records from the bondholders’ meetings, the Defendants reserve their right to renew their motion to summon the bondholders’ trustees to present documents.
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On August 4, 2025, the parties filed an update, informing the court that they had agreed to proceed with submitting affidavits, while simultaneously indicating their intention to set a negotiation meeting.
IDBD must file affidavits by November 6, 2025, and the Defendants will then have an extension to file their affidavits.
Dividend Policy
Pursuant to Argentine law, the distribution and payment of dividends to shareholders is valid only if they result from net and realized earnings of the company pursuant to annual audited financial statements approved by the shareholders. The approval, amount and payment of dividends are subject to the approval by our shareholders at our annual ordinary shareholder’s 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:
| · | 5% of such net profits is allocated to our legal reserve, until such reserve amounts to 20% of our capital stock; |
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| · | a certain amount determined at a shareholders’ meeting is allocated to compensation of our directors and the members of our supervisory committee; and |
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| · | additional amounts are allocated for the payment of dividends or to optional reserve funds, or to establish reserves for whatever other purpose our shareholders 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.
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, 2025 |
|
| Dividend per share paid stated in terms of the measuring unit current as of June 30, 2025 |
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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) |
| ||||
|
| (in millions of ARS ) |
|
| (ARS ) |
|
| (in millions of ARS ) |
|
| (ARS ) |
| ||||
2019 |
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| — |
|
|
| — |
|
|
| — |
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|
| — |
|
2020 |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
2021 |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
2022 |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
2023 (2) |
|
| 28,380 |
|
|
| 48.40 |
|
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| 3,100 |
|
|
| 5.29 |
|
2023 (3) |
|
| 60,911 |
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| 105.95 |
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| 9,500 |
|
|
| 16.52 |
|
2024 (4) |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
2024 (5) |
|
| 78,045 |
|
|
| 132.81 |
|
|
| 22,000 |
|
|
| 37.44 |
|
2024 (6) |
|
| 43,740 |
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|
| 73.70 |
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|
| 30,000 |
|
|
| 50.55 |
|
2025(7) |
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| 54,485 |
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| 91.14 |
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| 45,000 |
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|
| 75.27 |
|
________________________
| (1) | The decisions made on the basis of years’ results prior to the application of IAS 29, are not subject to revision. |
| (2) | Cash dividend paid on November 11, 2022. |
| (3) | Cash dividend paid on May 8, 2023. |
| (4) | Stock dividend paid in IRSA shares. Dividend per share: 0.03759065836 IRSA shares per CRESUD share. |
| (5) | Cash dividend paid on October 12, 2023. |
| (6) | Cash dividend paid on May 14, 2024. |
| (7) | Cash dividend paid on November 7, 2024. |
For more information see: “Recent Developments—General Ordinary and Extraordinary Shareholders’ Meeting”.
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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 ADSs in the NASDAQ.
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.
On February 17, 2021, we announced the launch of our public offering of shares for up to 90 million shares (or its equivalent 9 million ADS) and 90,000,000 warrants to subscribe for new common shares, to registered holders as of February 19, 2021. Each right corresponding to one share (or ADS) allowed its holder to subscribe 0.1794105273 new common 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 70.31 or USD 0.472 and for the new ADS it was USD 4.72. 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 March 5, 2021, having finished the preemptive rights subscription period, the Company’s shareholders have subscribed the amount of 87,264,898 new additional shares, that is 97% of the shares offered, and have requested through the accretion right 26,017,220 additional new shares, for which 2,735,102 new shares will be issued, completing the total issuance of 90,000,000 new shares (or their equivalent in ADSs) offered. Likewise, 90,000,000 options will be issued that will entitle the holders through their exercise to acquire up to 90,000,000 additional new shares.
The exercise price of the warrants was USD 0.566. 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 (provided that 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 NASDAQ and ByMA under the tickers CRESW and CRE3W, respectively. On November 8, 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 a cash dividend to the shareholders on November 7, 2024, being the current Ratio of 1.4075 shares per option and a price of USD 0.4019 per share.
On September 25, 2025, we informed that our Board of Directors resolved to call an Ordinary and Extraordinary General Shareholders’ Meeting to be held on October 30, 2025 and as an item on the agenda, it was decided to consider the subscription of an addendum to the warrant agreement dated February 24, 2021, as amended on September 17, 2021 to incorporate the option of the warrant holders to exercise the warrants on a cashless basis. For more information, see “Item 4. Information on the Company —A. History and Development of the Company— Recent Developments— Cresud’s Recent Developments —General Ordinary and Extraordinary Shareholders’ Meeting”.
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As of June 30, 2025, the capital stock of the Company was 614,074,273 common shares and the outstanding warrants were 73,294,802. On September 30, 2025, we informed that between September 17, 2025, and September 25, 2025, certain holders of warrants had exercised their right to acquire additional shares of the Company. As a result, 12,625,236 options were exercised, which resulted in 17,769,882 common shares of the Company being issued. After the exercise of these warrants, the number of shares and the capital stock of the Company increased from 614,074,273 to 631,844,155, and the number of outstanding warrants decreased from 73,294,802 to 60,669,566. 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, 2025, there were approximately 52,244 holders of our common shares.
Price history of our stock in the ByMA and NASDAQ
Our common shares are traded in Argentina on the ByMA under the trading symbol “CRES.” Since March 1997, our ADRs, each presenting 10 common shares, have been listed on the NASDAQ under the trading symbol “CRESY.” The Bank of New York is the depositary with respect to the ADRs.
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 ADS on the NASDAQ.
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.
On January 9 and June 24, 2025, the CNV enacted new rules introducing simplified authorization regimes for public offerings of both debt and equity securities in Argentina. These frameworks establish automatic approval mechanisms for issuances classified as low- or medium-impact, provided that certain eligibility and disclosure requirements are met.
In August 2025, the CNV established a formal framework for the digital representation (tokenization) of certain publicly offered securities. The regulation recognizes these digital securities as functionally equivalent to traditional forms, introduces requirements for security, traceability, and immutability, and allows existing issuers to request their digital conversion without a new public offering authorization.
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
|
| As of June 30, (1) |
| |||||
|
| 2025 |
|
| 2024 |
| ||
Market capitalization (in billions of ARS) |
|
| 79,973 |
|
|
| 64,665 |
|
Shares average daily trading volume (2) (in millions of ARS) |
|
| 82,210 |
|
|
| 51,233 |
|
Number of listed companies (3) |
|
| 82 |
|
|
| 81 |
|
_____________________
(1) | Reflects Merval historical data. |
(2) | During the month of June. |
(3) | Includes companies that received authorization for listing. |
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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, 2025, approximately 82 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 142% increase in 2022, a 360% increase in 2023 and a 173% increase in 2024. 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.
NASDAQ Stock Market
Our ADRs are listed and traded in the NASDAQ Global Market under the trading symbol “CRESY”.
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
This item is not applicable.
B. Memorandum and Articles of Association
Our Corporate Purpose
Our legal name is Cresud Sociedad Anónima Comercial, Inmobiliaria, Financiera y Agropecuaria. We were incorporated under the laws of Argentina on December 31, 1936 as a sociedad anónima (Stock Corporation) and were registered with Public Registry on February 19, 1937 under number 26, on page 2, book 45 of National by-laws Volume. Pursuant to our by-laws, our term of duration expires on June 6, 2082.
Pursuant to article 4 of our by-laws our purpose is to perform the following activities:
| · | commercial activities with respect to cattle and products pertaining to farming and animal husbandry; |
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| · | real estate activities with respect to urban and rural properties; |
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| · | financial activities, except for those regulated by Law No. 21,526 of financial entities; |
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| · | farming and animal husbandry activities, for properties owned by us or by third parties; and |
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| · | agency and advice activities for which there is not required a specific qualifying title. |
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Limited Liability
Shareholders’ liability for losses is limited to their equity interest in us. Notwithstanding the foregoing, under the LGS, shareholders who voted in favor of a resolution that is subsequently declared void by a court as contrary to Argentine law or a company’s by-laws (or regulation, if any) may be held jointly and severally liable for damages to such company, other shareholders or third parties resulting from such resolution. In addition, a shareholder who votes on a business transaction in which the shareholder’s interest conflicts with that of the company may be liable for damages under the Argentine Corporation Law, but only if the transaction would not have been validly approved without such shareholder’s vote.
Capitalization
We may increase our share capital upon authorization by our shareholders at an ordinary shareholders’ meeting. Capital increases must be registered with the Public Registry, and published in the Official Gazette (Boletín Oficial). Capital reductions may be voluntary or mandatory and must be approved by the shareholders at an extraordinary shareholders’ meeting (Asamblea Extraordinaria). Reductions in capital are mandatory when losses have depleted reserves and exceeded 50% of capital. As of June 30, 2025, our share capital consisted of 614,074,273 common shares.
Our bylaws provide that preferred stock may be issued when authorized by the shareholders at an extraordinary shareholders’ meeting (Asamblea Extraordinaria) and in accordance with applicable regulations. Such preferred stock may have a fixed cumulative dividend, with or without additional participation in our profits, resolved by the shareholders’ meetings. We currently do not have outstanding preferred stock.
Preemptive Rights and Increases of Share Capital
Pursuant to our by-laws and the CML (Section 62 bis), in case of capital increase of shares or convertible notes offer through public offering and subject to the two conditions indicated as follows, the preemptive right as set out in Section 194 of the LGS and Section 11 of Negotiable Obligations Law No. 23,576 shall be exercised exclusively through the placement’s proceeding determined in the public offering prospect. The owners of the shares and the convertible notes, beneficiaries of the preemptive right, shall have priority in the adjudication up to the amount of the shares that correspond to them according to their ownership. The referred two conditions are: (i) the inclusion of the disposition in the bylaws of the company and (ii) the approval of the shareholders’ meeting that approves the issuance of the shares and the convertible bonds. The accretion right corresponding to any shares of a class not preempted by any holder of that class, allows the remaining holders of the call to accretion rights based on the number of shares they purchased when they exercised their own preemptive rights, shall be exercised simultaneously to the preemptive rights and for the same term.
Additionally, the LGS permits shareholders at an extraordinary shareholders’ meeting (Asamblea Extraordinaria) to suspend or limit the preemptive rights relating to the issuance of new shares in specific and exceptional cases in which the interest of the Company requires such action and, additionally, under the following specific conditions:
| · | the issuance is expressly included in the list of matters to be addressed at the shareholders’ meeting; and |
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| · | the shares to be issued are to be paid in-kind or in exchange for payment under pre-existing obligations. |
Furthermore, Section 12 of the Negotiable Obligations Law No. 23,576 permits shareholders at an extraordinary shareholders’ meeting (Asamblea Extraordinaria) to suspend preemptive subscription rights for the subscription of convertible notes under the above-mentioned conditions. Preemptive rights may also be eliminated, so long as a resolution providing so has been approved by at least 50% of the outstanding capital stock with a right to decide such matters and so long as the opposition to such resolution does not surpass 5% of the share capital. Accretion rights may be eliminated and reduce the term for the exercise of the preemptive rights to no less than 10 days, when the company executes a underwriting agreement with an intermediary agent for its subsequent distribution to the public.
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Shareholders’ Meetings and Voting Rights
Our bylaws 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 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 shares must have single representation.
In general, the following matters can be considered only at an extraordinary shareholders’ meeting (Asamblea Extraordinaria):
| · | matters that may not be approved at an ordinary shareholders’ meeting; |
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| · | the amendment of our bylaws; |
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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 |
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| · | issuance of debentures, convertible negotiable obligations and bonds that do not qualify as notes (obligaciones negociables). |
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. In the case of special shareholders’ meetings the second call must be made within 30 days after the failure to reach the quorum of the first by giving appropriate notice according to 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 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 an 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.
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However, pursuant to the LGS, 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 to the purpose of the company; |
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| · | 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 ADRs exercise their voting rights through the ADR Depositary, who acts upon instructions received from such shareholders and, in the absence of instructions, votes in the same manner as our majority of the shareholders present in the shareholders’ meeting.
The holders of preferred stock may not be 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. Note that the Company has not outstanding preferred stock.
Dividends and Liquidation Rights
The LGS 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 balance sheet approved by the shareholders. Our board of directors submits our financial statements for the previous fiscal year, together with the reports of our Supervisory Committee, to the Annual Ordinary Shareholders’ Meeting. This meeting must be held on or before October 31 of each year to approve the financial statements and decide on the allocation of our net income for the year under review. The distribution, amount and payment of dividends, if any, must be approved by the affirmative vote of the majority of the present votes with right to vote at the meeting.
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 unlimitedly 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.
When we declare and pay dividends on the common shares, the holders of our ADRs, each representing the right to receive ten common shares, outstanding on the corresponding registration date, are entitled to receive the dividends due on the common shares underlying the ADRs, subject to the terms of the Deposit Agreement dated March 18, 1997 executed by and between us, The Bank of New York, as depositary and the eventual holders of ADRs. The cash dividends are to be paid in Pesos and, except under certain circumstances, are to be converted by the Depositary into U.S. dollars at the exchange rate prevailing at the conversion date and are to be paid to the holders of the ADRs net of any applicable fee on the dividend distribution, costs and conversion expenses, taxes and public charges.
Dividends may be lawfully paid only out of our retained earnings determined by reference to the financial statements prepared in accordance with Argentine GAAP. In accordance with the LGS, net income is allocated in the following order: (i) 5% is retained in a legal reserve until the amount of such reserve equals 20% of the company’s outstanding capital; (ii) dividends on preferred stock or common shares or other amounts may be retained as a voluntary reserve, contingency reserve or new account, or (iii) for any other purpose as determined by the company’s shareholders at an ordinary shareholders’ meeting.
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Our legal reserve is not available for distribution. Under the applicable regulations of the 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. The right to receive payment of dividends expires five 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 such 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, atthe end of the respective fiscal year, the realized and net earnings of the company are not sufficient to allow for the payment of dividends.
When we declare and pay dividends on the common shares, the holders of our ADRs, each representing the right to receive ten common shares, outstanding on the corresponding registration date, are entitled to receive the dividends due on the common shares underlying the ADRs, subject to the terms of the Deposit Agreement dated March 18, 1997 executed by and between us, The Bank of New York, as depositary and the eventual holders of ADRs. The cash dividends are to be paid in Pesos and, except under certain circumstances, are to be converted by the Depositary into U.S. dollars at the exchange rate prevailing at the conversion date and are to be paid to the holders of the ADRs net of any applicable fee on the dividend distribution, costs and conversion expenses, taxes and public charges.
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.
Approval of Financial Statements
Our fiscal year ends on June 30 of each year, after which we prepare an annual report which is presented to our board of directors and Supervisory Committee. The board of directors submits our financial statements for the previous fiscal year, together with the reports of our Supervisory Committee, to the annual ordinary shareholders’ meeting, which must be held within 120 days of the close of our fiscal year, in order to approve our financial statements and determine our allocation of net income for such year. At least 20 days before the ordinary shareholders’ meeting, our annual report must be available for inspection at our principal office.
Right of Dissenting Shareholders to Exercise Their Appraisal Right
Whenever certain actions are approved at an extraordinary shareholders’ meeting (Asamblea Extraordinaria) (such as the approval of a merger, a spin-off (except when the shares of the acquired company are publicly traded), a fundamental change of corporate purpose, a transformation from one type of corporation to another, a transfer of the domicile of our company outside of Argentina or, as a result of the action approved, the shares cease to be publicly traded) any shareholder dissenting from the adoption of any such resolution may withdraw from our company and receive the book value per share determined on the basis of our latest financial statements, whether completed or to be completed, provided that the shareholder exercises its appraisal rights within ten days following the shareholders’ meeting at which the resolution was adopted.
In addition, to have appraisal rights, a shareholder must have voted against such resolution or act within 15 days following the shareholders’ meeting if the shareholder was absent and can prove that he was a shareholder of record on the day of the shareholders meeting. Appraisal rights are extinguished with respect to a given resolution if such resolution is subsequently overturned at another shareholders’ meeting held within 75 days of the previous meeting at which the original resolution was adopted. Payment on the appraisal rights must be made within one year of the date of the shareholders’ meeting at which the resolution was adopted, except where the resolution involved a decision that our stock ceases to be publicly traded, in which case the payment period is reduced to 60 days from the date of the resolution.
Ownership Restrictions
The CNV Rules require that transactions that 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.
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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 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 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.
Public acquisition offer
The main characteristics of the public acquisition offer regime established in the CML, as well as in the CNV Rules and in the Company’s Bylaws are detailed below. We recommend the investing public to read the CML, the CNV Rules and the Company’s Bylaws, in order to obtain an exhaustive knowledge of the regime and procedure of public acquisition offer applicable to the Company in particular.
According to the CML, any public offer to acquire shares with voting rights of a company whose shares are admitted to the public offering regime, whether voluntary or mandatory, must be carried out under the terms of the CML and CNV Rules, with transparency rules and principles of protection for the investing public in the public offering regime.
In accordance with the CNV Rules, it is considered a public offer for the acquisition and/or exchange of securities for the market operation by which a human or legal entity, acting individually or in agreement with other person/s, offers acquire and/or exchange shares with the right to vote of a company admitted to the regime of public offering of shares, for a pre-fixed time, and subject to a special procedure of control of the terms and conditions of the offer.
Public acquisition offers shall (i) also include the holders of subscription rights or stock options, convertible debt securities or other similar securities that, directly or indirectly, may entitle the subscription, acquisition or conversion into shares with the right to vote; and (ii) be made for all of the shares with voting rights and other securities issued that give right to shares with the right to vote, and may not be subject to any condition.
CNV’s rules (as amended by General Resolution 779/2018) regulated the regime of “public acquisition offers”, with the objective, among others, of:
| · | Define the minimum content of the explanatory prospectuses of the public acquisition offer and/or exchange of securities. |
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| · | Regulate the types of reports related to the fair price to be presented for the cases of public offers by takeovers and other mandatory public offers. |
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| · | Specify the independence requirements that evaluators must meet and the minimum contents of the reports they issue. |
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| · | Introduce the possibility of presenting guarantees on the offer by a foreign financial entity, with a branch or permanent representation in the Argentine Republic, and an insurance entity audited by the Argentine Insurance Superintendence, in the latter case, upon agreement of the superintendence. |
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| · | Establish the applicable terms for the publication of the announcement, the presentation of the authorization request to the CNV, the launching and liquidation of the public acquisition offer and the publication of the prospectus and information of results, in order to specify and limit the terms in the different stages of the process, in order to significantly reduce the time of its processing, for the benefit of investors. |
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| · | Regulate the procedure to be followed in case of objection to the price, the consequences of non-compliance with the obligation to make a public offer of acquisition, and concerning the competing offers and assumptions of unnecessary launching of public procurement offers. |
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Voluntary public acquisition offer
CNV Rules establish that voluntary public acquisition offers may be made for the acquisition and/or exchange of shares of a company admitted to the regime of public offering of shares, for a number of securities equal to or less than the total, provided that the offeror is not in a situation that fits into a case of mandatory takeover bid. Voluntary public acquisition offer and/or exchange will be subject to the provisions established for mandatory offers, with the exception of the fair price. The price of the offer will be freely determined by the offeror, and the guidelines and criteria applied for its determination must be disseminated and, if applicable, the valuation report that has been taken into account must be published.
Mandatory takeover bid according to the CML
The CML establishes that it will be obliged to lunch a public offer of acquisition at an equitable price who, individually or through concerted action, has effectively reached a controlling stake in a company whose shares are admitted to the regime of the public offer.
For the CML, concerted action is the coordinated action of two or more persons, according to a formal or informal agreement or understanding, to actively cooperate in the acquisition, holding or disposition of shares or other securities or rights convertible into shares of stock. An entity whose negotiable securities are admitted to the public offering, acting through any of said persons, through any society or other associative form in general, or through other persons related to them, related to or under its control, or that they are holders of voting rights on behalf of them.
According to the CML, it is understood that a person has, individually or in concert with other persons a “control participation” when:
| i. | reach, directly or indirectly, a percentage of voting rights equal to or greater than fifty percent (50%) of the company, excluding from the calculation base the shares that, directly or indirectly, belong to the affected company; or |
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| ii. | has reached an interest of less than fifty percent (50%) of voting rights of a company but acts as controlling party, in accordance with the term defined in this law. |
The offer will be submitted to the CNV as soon as possible and at the most within one month after the close of the control participation.
Regime of residual shares Public acquisition offer by “almost-total” control
According to the CML, when a limited company is subject to “almost-total” control:
| a) | Any minority shareholder may, at any time, intimate the controlling party so that the latter makes an offer to purchase all of the minority shareholders at an equitable price; |
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| b) | Within a period of six (6) months from the date in which it has been under “almost-total” control of another person, the latter may issue a unilateral declaration of will to acquire all of the remaining social capital held by third parties. |
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It is understood that almost any company is under total control over which another person or legal entity, either directly or through another or other companies in turn controlled by it, is the owner of ninety-five percent (95%) or more of the subscribed capital.
Holders of shares of any type or class, as well as holders of all other securities convertible into shares that are not of the controlling person or persons, are defined as minority shareholders.
This minority shareholders’ right only corresponds to those who prove ownership of their shares or other securities at the date when the company was subject to “almost-total” control; the legitimation is only transmitted to the successors.
The controlling company or person and the controlled company must notify the CNV and the market in which the controlled company lists its shares, the fact that it is in a situation of “almost-total” control, within the timeframe and conditions set out in the regulations. The existence of “almost-total” control can be verified by the CNV at the request of the minority shareholders. If this situation is verified, the CNV will notify the minority shareholders by the means it deems appropriate, and these will remain thereafter, authorized to intimate the controlling party so that it makes a purchase offer to all the minority shareholders.
These mechanisms are also applicable to the exercise of “almost-total” control shared or arranged between two or more entities, or between an entity and other person or legal entity, even though they are not part of the same group or are related to each other, provided that the exercise of that common control has characteristics of stability and so it is declared, assuming joint responsibility among all of them.
Voluntary withdrawal of the public offer regime
When a company, whose shares are admitted to the public offering regime, agrees to voluntarily withdraw it, it must follow the procedure established by the CNV and, likewise, must compulsorily lunch a public offer to acquire its shares, subscription rights, convertible notes or stock options.
The acquisition of own shares must be made with realized and liquid gains or with free reserves, when they are fully integrated, and for their amortization or disposal within the term of Section 221 of the Corporation Law, the company must accredit before the CNV that it has the necessary liquidity and that the payment of the shares does not affect its solvency. If these points are not proved, and in the cases of corporate control, the obligation set forth herein will be the responsibility of the controlling company, which must prove the same points.
In turn, it must be subject to the following conditions:
| a) | It must be extended to all convertible notes into shares and other negotiable securities that give right to its subscription or acquisition. |
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| b) | It will not be necessary to extend the offer to those who have voted in favor of the retirement in the shareholders’ meeting, who must immobilize their values until the acceptance period determined by the regulations has elapsed. |
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| c) | The explanatory prospectus of the public takeover bid will clearly express this circumstance and will identify the tradable securities that have been immobilized, as well as the identity of their holders. |
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| d) | Comply with the rules of determination, information and objection and other provisions of the equitable price in accordance with the CML. |
Registrations and Transfers
Our common shares are held in registered, book-entry form. The registry for our shares is maintained by Caja de Valores at its executive offices located at 25 de Mayo 362, (C1002ABH) Buenos Aires, Argentina. Only those persons whose names appear on such share registry are recognized as owners of our common shares. Transfers, encumbrances and liens on our shares must be registered in our share registry and are only enforceable against us and third parties from the moment registration takes place.
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Amendment to the by-laws
On the shareholders’ meeting held on October 10, 2007, our shareholders decided to amend the following sections of the by-laws: (i) Section Thirteen in order to adapt the performance bonds granted by directors to current rules and regulations, and (ii) Section Sixteen in order to incorporate the possibility of holding remote board meetings pursuant the provisions of section 65 of Executive Branch Decree 677/01.
On the shareholders’ meeting held on October 31, 2012, our shareholders decided to amend the Section XVII of the by-laws in order to modify the quorum and majorities of the remote board meetings.
On the shareholders’ meeting held on October 31, 2014, our shareholders 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.
On the shareholders’ 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 Eleventh, establishing the issuance of Negotiable Obligations may be decided by the Board of Directors; and (iii) 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.
On the shareholders meeting held on October 28, 2022, it was informed that the CNV issued Resolution No. 939/2022, which records as antecedent General Resolution No. 830/2020, incorporating to the CNV Rules the possibility of holding meetings remotely by entities registered in the public offering regime, effective as from January 1, 2023. Within this framework, and without prejudice to the authorization of remote meetings currently provided for in the Company’s bylaws, both for board meetings and assemblies, certain adjustments and regulations are required regarding the signing of corporate books in those cases of remote meetings as well as the authorization for the remote meeting modality to be authorized to the Supervisory Committee and the Audit and Executive Committees also provided for in the bylaws. In view of the aforementioned background, the amendment of articles Sixteenth (Board of Directors meetings), Twenty-second (committees) and Twenty-third (Supervisory Committee) of the Company’s Bylaws was approved.
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 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.
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 Central Bank has compiled these rules in the Consolidated Text of the Rules on Foreign Exchange and Changes (the “Consolidated Text”), which is periodically updated and was most recently published through Communication “A” 8035. Below is a brief summary of the exchange control rules currently in effect.
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Exports of goods
The Consolidated Text require that proceeds from the export of goods be entered into the country and settled in Pesos through the MULC within a specific timeframe, depending on the type of good. Regardless of these maximum settlement periods, export proceeds must be entered into the country and settled in Pesos in the MULC within twenty (20) business days from the date of collection. However, the ability to use this period is subject in all cases to compliance with the deadlines established in the Consolidated Text for each type of good.
On April 14, 2025, Decree No. 269/2025 repealed Decree 28/2023 and expressly established that the countervalue of the aforementioned exports will be governed by the general provisions established in Decree 609/2019 and its amending and concordant regulations. Exporters of the goods included in the Nomenclature of Mercosur (“NCM”) will make the payment of duties, taxes, and other concepts under the terms, deadlines, and conditions established by the current regulations, corresponding to the respective export duty rate, considering the countervalue provided in the previous paragraph.
If the client is a Special Purpose Vehicle (“SPV”) adhering to the Incentive Regime for Large Investments (“RIGI”), it shall be exempt from the obligation to enter and/or settle the entire foreign currency countervalue, provided that the service has been rendered or accrued as from the date of commencement of operations of the SPV reported by the Ministry of Economy to the Central Bank. Furthermore, Section 14 of the Consolidated Text establishes other benefits for SPVs, such as access to the MULC to make payments of certain expenses; access to the MULC to make dividend payments to non-resident shareholders; use abroad of the proceeds from the export of goods; and foreign exchange stability applicable to the SPV as of the date of adhesion to the RIGI.
Amounts received in foreign currency as compensation for losses related to exported goods must also be entered into the country and settled in Pesos through the MULC, up to the value of the insured exported goods.
Advances, pre-financing, and post-financing from abroad must be entered into the country and settled in the MULC within twenty (20) business days from the date of collection or disbursement abroad, subject to the requirements and exceptions established in Section 7.1.3 of the Consolidated Text.
There are some exceptions to the obligation to settle through the MULC, including, but not limited to, collections from exporters under the Regime for the Promotion of Knowledge Economy Exports (established by Decree No. 679/2022, also known as Régimen De Fomento De Inversiones Para Exportaciones De Las Actividades De La Economía Del Conocimiento), provided that the funds have been entered into the country within the regulatory timeframes and all other conditions set forth in the Consolidated Text are met.
The exporter must designate a financial entity to follow up each export transaction. The obligation to enter and settle foreign currency through the MULC corresponding to a shipment permit will be considered satisfied when the financial entity designated to follow up certifies that the entry and settlement have taken place.
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 20 (twenty) 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.
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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.
If the client is a SPV under the RIGI that has notified the Ministry of Economy, the competent authority for the RIGI, of its intention to avail itself of the benefits set out in Section 198 of the Law No. 27,742 (which states that SPVs are not required to enter or settle in the MULC the foreign currency obtained from activities other than the export of goods, including services), the exception provided in Section 14.1.3 of the Consolidated Text will apply. This section specifies that payments for services provided to non-residents by a VPU with a RIGI-backed project will be exempt from the requirement to enter and/or settle the foreign currency value, as long as the service was provided or accrued from the start-up date of the SPV, as reported by the Ministry of Economy to the Central Bank.
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.
Import of Goods
Section 3.1 of the Consolidated Text allows access to the MULC for the payment of imported goods, establishing different conditions depending on whether the payments correspond to imported goods with customs entry registration or imported goods with pending customs entry registration, and based on the due date of the interest accrued on such commercial debts.
The reimplementation of “SEPAIMPO”, the import payment tracking system, is also foreseen, with the objective of monitoring import payments, import financing, and verifying the entry of goods into the country.
In addition, the local importer must designate a local financial institution to act as the tracking bank, which will be responsible for verifying compliance with the applicable regulations, including, among other things, the settlement of import financing and the entry of imported goods.
Regarding access to the MULC for the payment of imported goods, the following provisions apply:
As of December 13, 2023, entities may grant access to the MULC to make deferred payments for imported goods with customs entry registration, without requiring prior approval from the Central Bank, provided that applicable regulatory requirements are met and deadlines are respected according to the type of goods. For certain strategic goods, such as fuels, electricity, and materials intended for energy production, payment may be made from the moment of customs registration; for other goods, payment may be made starting 30 calendar days after customs clearance.
As of April 14, 2025, this period is reduced to 0 (zero) calendar days for all imports.
Access to the MULC for payments of imports with pending customs registration requires prior approval from the Central Bank, unless it involves specific situations provided for in the Foreign Exchange Regulations.
Regarding the stock of import-related debt for which customs registration occurred on or before December 12, 2023, access to the MULC also requires prior approval from the Central Bank, except when the operations are financed by financial institutions, official credit agencies, or international organizations, or in situations provided for under the current regulations.
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Imports of Services
Pursuant to Section 13 of the Consolidated Text, entities may grant access to the MULC in order to process payments for services provided by non-residents, provided that they have documentation evidencing the existence of the service. In the case of commercial debts for services, access to the MULC is permitted from the maturity date, provided that the transaction has been duly reported.
Communication “A” 7917, issued on December 13, 2023, substantially amended the regime governing access to the MULC for the payment of imports of goods and services. As from said Communication, the conditions for accessing the MULC to pay for services to non-residents were modified, and are currently established as follows:
I. Payment of services provided by non-residents
Entities may grant access to the MULC without the need for prior approval from the Central Bank to process payments for services provided by non-residents, provided that the remaining applicable requirements set forth in the Consolidated Text are met, when:
i) The payment corresponds to a transaction classified under the following concept codes:
S03. Passenger transport services; S06. Travel (excluding transactions related to withdrawals and/or consumption with cards of residents with non-resident providers or of non-residents with Argentine providers); S23. Audiovisual services; S25. Government services; S26. Health services provided by travel assistance companies; S27. Other health services; S29. Transactions related to withdrawals and/or consumption with cards of residents with non-resident providers or of non-residents with Argentine providers.
ii) Expenses paid to foreign financial institutions for their ordinary operations.
iii) The payment corresponds to a transaction classified under concept “S30. Freight services for import operations of goods” for services rendered or accrued as from December 13, 2023, and the payment is settled once the period equivalent to the one applicable to the transported good has elapsed, as provided in Section 1.2 of the Consolidated Text.
iv) The payment corresponds to a transaction classified under concept “S31. Freight services for export operations of goods” where freight forms part of the agreed sale condition with the buyer of the goods, and is settled once the export has been registered with the shipping clearance issued by Customs.
v) The payment corresponds to a transaction classified under concept “S24. Other personal, cultural and recreational services” rendered or accrued as from December 13, 2023, and is settled once a period of 90 (ninety) calendar days has elapsed since the date of service provision or accrual. This period shall be reduced to 30 (thirty) calendar days for services rendered or accrued as from November 29, 2024, when the counterparty is not related to the resident.
vi) The payment corresponds to a transaction that falls within services not included in Sections 13.2.1 to 13.2.5 of the Consolidated Text, provided by an unrelated counterparty to the resident, as from December 13, 2023, and is settled once a period of 30 (thirty) calendar days has elapsed from the date of service provision or accrual.
vii) The payment corresponds to a transaction that falls within services not included in Sections 13.2.1 to 13.2.3 of the Consolidated Text, provided by a related counterparty to the resident, as from December 13, 2023, and is settled once a period of 180 (one hundred eighty) calendar days has elapsed from the date of service provision or accrual.
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viii) The payment corresponds to a transaction that falls within services not included in Sections 13.2.1 to 13.2.5 of the Consolidated Text, provided by an unrelated counterparty to the resident, as from April 14, 2025, and is settled from the date of service provision or accrual, provided that the remaining applicable regulatory requirements are met.
ix) The payment corresponds to a transaction that falls within services not included in Sections 13.2.1 to 13.2.5 of the Consolidated Text, provided by a related counterparty to the resident, as from April 14, 2025, and is settled once a period of 90 (ninety) calendar days has elapsed from the date of service provision or accrual, provided that the remaining applicable regulatory requirements are met.
II. Stock of debt from imports of services
Access to the MULC for payments of services rendered and/or accrued by non-residents until December 12, 2023, in addition to the remaining applicable requirements, shall require prior approval from the Central Bank, except when such transactions are financed up to that date, or when access to the MULC is made through swap and/or arbitrage with funds received in the country from principal or interest on Bonds for the Reconstruction of a Free Argentina (BOPREAL), or when holding certifications under specific regimes, pursuant to the situations provided in Section 13.4 of the Consolidated Text.
III. Payments of services abroad prior to the established terms
For purposes of accessing the MULC to process payments prior to the terms established in Section 13.2 of the Consolidated Text, such access shall be allowed in the case of financed transactions, pursuant to the Consolidated Text, or with new inflows through the MULC from indebtedness, advances or pre-financing, among other situations set forth in Section 13.3 of the Consolidated Text.
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.
Access to the MULC by individuals
Resident individuals may access the MULC to purchase foreign currency in cash or to establish deposits without prior Central Bank approval, provided that: (i) transactions are debited from a local bank account, or, if paid in cash, do not exceed USD 100 per month; (ii) the funds are delivered in cash, credited to a local foreign currency account, or transferred abroad; (iii) the transaction is duly recorded in the Central Bank’s online system; and (iv) the individual provides evidence of income and/or assets consistent with savings in foreign currency. However, on September 26, 2025 the BCRA issued Communication A 8336, which reintroduced a cross-restriction: purchases of official dollars made on or after that date are subject to a 90-day limitation preventing the purchaser from operating in certain financial dollar markets (e.g., MEP or CCL / acquiring certain dollar-settled securities) and require the signing of a sworn statement to that effect. Consequently, while the A8226 conditions remain the baseline for individual access to the MULC, market access is now in practice subject to the 90-day restriction when applicable.
External Financial Indebtedness
Debt securities publicly registered abroad, other external financial indebtedness, and foreign currency-denominated debt securities publicly registered in Argentina fully subscribed abroad (“External Financial Indebtedness”), disbursed as from September 1, 2019, must be entered into Argentina and settled in the MULC as a requirement for subsequent access to it in order to service their capital and interest payments. Consequently, although the settlement of the proceeds from such transactions is not mandatory, failing to settle it will prevent future access to the MULC for reimbursement purposes.
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Additionally, as further conditions for such access to the MULC, the transaction must have been declared in the External Assets and Liabilities Survey, and access to the MULC must occur no more than 3 (three) business days prior to the due date of the capital or interest service to be paid.
In the case of a capital payment of debt securities issued as from November 8, 2024 through a transfer abroad, access to the MULC must occur according to the following minimum terms from their issuance date:
| (i) | For debt securities issued between November 8, 2024 and April 20, 2025: at least 12 months. |
| (ii) | For debt securities issued from April 21, 2025 to May 15, 2025: at least 180 calendar days. |
| (iii) | For debt securities issued from May 16, 2025 onwards: at least 18 months, in accordance with Communication “A” 8244 of the Central Bank. |
For foreign currency-denominated debt securities issued by local financial institutions as from May 26, 2025: at least 12 months, pursuant to Communication “A” 8245.
Access to the MULC to make payments more than three (3) days in advance of the due date is, as a general rule, subject to prior authorization from the Central Bank. The following cases of early repayment may be exempt from such prior authorization, provided they meet several requirements outlined in Section 3.5 of the Foreign Exchange Regulations: (i) early repayment of principal and interest with the settlement of funds entered into the country by the issuance of a new debt security that qualifies as External Financial Indebtedness; (ii) early repayment of principal and interest with the simultaneous settlement of other External Financial Indebtedness; (iii) early repayment of interest in the context of a debt exchange process involving debt securities that qualify as External Financial Indebtedness; (iv) early repayment of principal and interest simultaneously with the settlement of new External Financial Indebtedness granted by a local financial institution through a foreign credit line; and (v) early repayment of principal and interest by a SPV adhering to the RIGI.
Furthermore, prior approval from the Central Bank is required for local residents to access the MULC for the payment of principal and interest related to External Financial Indebtedness with related parties. Certain specific exceptions apply, as detailed in Section 3.5.6 of the Consolidated Text.
Additionally, under Section 3.11.2 of the Consolidated Text, entities may grant access to the MULC to residents in order to make payments for services related to External Financial Indebtedness or debt securities registered in Argentina, in accordance with Section 3.6.1.3 of the Consolidated Text, to purchase foreign currency before the deadline permitted by the regulations, under the following conditions:
| (i) | The funds acquired are deposited in foreign currency accounts held by the client in local financial institutions; |
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| (ii) | The intervening entity has verified that the indebtedness, the service of which will be paid with these funds, complies with the applicable consolidated text that allow such access; and |
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| (iii) | The client’s access falls within one of the following situations: |
| (a) | It is made within the 60 (sixty) calendar days prior to the due date, with a daily amount not exceeding 10% (ten percent) of the amount to be paid; or |
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| (b) | It is made within 5 (five) business days prior to the regulatory deadline allowed in each case, with a daily amount not exceeding 20% (twenty percent) of the amount to be paid. |
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).
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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.
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 MULC, 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. |
Access to the MULC is also subject to the submission of an affidavit regarding transactions with securities and other assets, unless the applicant certifies 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;
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(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.
Pursuant to Communication “A” 8226, issued on April 11, 2025, outflows through the MULC carried out by resident individuals are not subject to the requirements set forth in items (g), (h), and (i). In addition, transactions executed up to and including that date shall not be taken into account for purposes of the affidavits required therein.
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.
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;
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(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.
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 ARCA (formerly the 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 ARCA 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
In accordance with Communication “A” 8191 of the Central Bank, which updates Section 3.16 of the Consolidated Text, entities authorized to operate with foreign currency must provide the Central Bank, at the end of each business day and with two business days’ prior notice, information on outflow transactions through the MULC for daily amounts equal to or greater than the equivalent of USD 100,000. Clients must channel such transactions through financial institutions with sufficient notice so that they can comply with the requirements of this reporting regime and, consequently, to the extent that other requirements established under exchange regulations are simultaneously met, the foreign exchange transactions may be processed. On the execution date, clients may opt to channel the previously reported transactions through any authorized entity. In such cases, the intervening entity must hold a certificate issued by the reporting entity attesting compliance with the reporting requirement.
Within the framework of Phase 3 of the Economic Program with exchange rate flexibility and the floating band regime announced by the Argentine Government, the CNV issued General Resolution No. 1062, which introduced substantial amendments to the minimum holding period regime applicable to transactions with marketable securities.
In particular, for resident individuals, the minimum holding period required for the sale of marketable securities settled in foreign currency is eliminated, regardless of the jurisdiction or applicable law, as well as for outgoing and incoming transfers of marketable securities.
In the case of non-resident individuals, a minimum holding period of one business day is established for the sale of marketable securities settled in foreign currency and for transfers of securities acquired in local currency abroad.
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For resident legal entities, a minimum holding period of one business day is also established both for transfers to foreign depository entities and for applying settlement in foreign currency of securities originating abroad, which must remain credited for at least one business day in the central securities depository agent.
Exempted from compliance with the minimum holding period are transactions involving the sale of BOPREAL acquired in primary placements or auctions, the sale of marketable securities with settlement in foreign currency and in foreign jurisdiction as provided by the Central Bank of Argentina, and the sale of marketable securities with settlement in foreign currency acquired in pesos with funds from mortgage loans denominated in UVAs.
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.
a) Importers of Goods
Importers may subscribe BOPREAL up to the amount of their pending debt for goods imports registered before December 12, 2023. Subscription requires certifications from the supervising entities (SEPAIMPO) and compliance with the conditions set forth in the Foreign Exchange Regulations.
b) Importers of Services
Importers may subscribe BOPREAL up to the amount of their pending debt for services effectively rendered or accrued before December 12, 2023. Documentation supporting the existence of the service, the outstanding amount, and compliance with applicable exchange regulations is required.
c) Profits and Dividends of Non-Resident Shareholders
Resident companies may subscribe BOPREAL up to the amount of profits and dividends pending payment to non-resident shareholders, provided they derive from closed and audited financial statements.
Non-residents may also subscribe BOPREAL up to the equivalent in local currency of profits and dividends received in Argentina since September 1, 2019, adjusted by CPI.
d) Complementary Provisions
BOPREAL holders may access the MULC through swap and/or arbitrage with funds collected in Argentina from BOPREAL principal and interest to:
| · | Pay commercial debts for imports of goods and services accrued up to December 12, 2023. |
| · | Pay pending profits and dividends to non-resident shareholders. |
| · | Repatriate portfolio investments of non-residents arising from profits and dividends collected in Argentina. |
Additionally, BOPREAL acquired in primary subscription may be sold abroad under specific regulatory conditions.
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Reporting Regime of the Central Bank
In all cases, and subject to compliance with the other applicable requirements in each case, access to the MULC will be granted for the payment of financial or commercial debts and for the payment of profits or dividends, provided that such debts are reported through the Central Bank’s reporting regime established by Communication “A” 6401 and its amendments.
Money Laundering
The 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. |
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.
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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.
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.
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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.
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.
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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.
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.
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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.”
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.”
On December 19, 2024, Resolution No. 192/2024 was published in the Official Gazette, amending the regime applicable to Politically Exposed Persons (PEPs). The resolution redefined the scope of individuals covered, clarified that the PEP status extends for two years after leaving office, and allowed sworn statements to be submitted either digitally or in person. It also established that obligated entities must retain supporting evidence and assess the risk in cases where a PEP reports the cessation of such status.
On December 19, 2024, Resolution No. 200/2024 was published in the Official Gazette, introducing new ”Anti-Money” laundering and counter-terrorism financing requirements applicable to issuers, operators and providers of payment and collection services, as well as non-financial credit providers. The resolution requires these entities to define their risk tolerance, apply enhanced measures for high-risk clients and simplified measures for low-risk scenarios, and strengthens the responsibilities of the Compliance Officer in overseeing risk assessment, monitoring transactions, and approving high-risk or PEP-related operations.
Finally, on June 5, 2025, Resolution No. 78/2025 was published in the Official Gazette, establishing an increase in the reporting threshold applicable to notaries and registries for cash real estate purchase and sale transactions to 750 minimum wages (Salario Mínimo Vital y Móvil in Spanish). In addition, it replaced the requirement of accounting certifications with the obligation for the parties involved to submit sworn statements regarding the origin and legitimacy of the funds, thereby simplifying formal obligations while maintaining controls related to the prevention of money laundering and terrorism financing.
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 ADSs. The discussion set forth below is applicable only to U.S. Holders (as defined below) that hold the common shares or ADSs 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 ADSs 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 ADSs 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 ADSs, 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 ADSs 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 ADSs, 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 ADSs, 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 ADSs 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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ADSs
If you hold ADSs, 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 ADSs. Accordingly, deposits or withdrawals of common shares for ADSs by U.S. Holders will not be subject to United States federal income tax.
Distributions on Common Shares or ADSs
Subject to the discussion under “—Passive Foreign Investment Company” below, the gross amount of distributions on our common shares or ADSs (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 ADS Depositary, in the case of our ADSs. 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 ADSs 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 ADSs (which are listed on the NASDAQ) are readily tradable on an established securities market in the United States. Thus, we believe that dividends that we pay on our ADSs 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 ADSs currently meet the conditions required for these reduced tax rates. There also can be no assurance that our ADSs 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 ADS Depositary, in the case of our ADSs, 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 ADSs 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, 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 ADSs, 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 ADSs 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, 2025, 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 ADSs, unless you make the mark-to-market election discussed below, you will be subject to special tax rules discussed below.
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If we are a PFIC for any taxable year during which you hold our common shares or ADSs, 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 ADSs. 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 ADSs will be treated as excess distributions. Under these special tax rules:
| · | the excess distribution or gain will be allocated ratably over your holding period for the common shares or ADSs; |
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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 ADSs 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 ADSs 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 ADSs are currently listed on the NASDAQ, which constitutes a qualified exchange under the United States Treasury regulations, although there can be no assurance that the ADSs 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 ADSs at the end of the year over your adjusted tax basis in our common shares or ADSs. 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 ADSs 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 ADSs 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 ADSs 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 ADSs 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.
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In some cases, holders of common shares or ADSs 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 ADSs if we are considered a PFIC in any taxable year.
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 ADSs in an amount equal to the difference between the U.S. dollar value of the amount realized for the common shares or ADSs and your tax basis in the common shares or ADSs 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 ADSs 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 ADSs. 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 ADSs 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 ADSs, 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 ADSs and the proceeds from the sale, exchange or other disposition of our common shares or ADSs 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 ADSs 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).
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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.
Losses arising from the sale, exchange or other disposition of common shares or ADSs 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
Pursuant to the Law No. 27,430, all income resulting from the purchase and sale, exchange or other disposition of shares and other securities earned by foreign beneficiaries will be exempt from the income tax, if (i) the shares or other securities are listed on stock exchanges or securities markets and/or have an authorization for public offering under the supervision of the CNV and (ii) the foreign beneficiaries do not reside in and the funds do not arise from “non-cooperating jurisdictions” (the “publicly traded exemption”). In case the disposition does not meet the requirement mentioned in (i) above and the foreign beneficiaries do not reside in and the funds do not arise from “non-cooperating jurisdictions”, the income obtained will be taxable at a 13.5% rate on the gross price or a 15% rate on the net capital gain (with the possibility of adjusting the value of acquisitions from January 1, 2018 and onwards for the purpose of determining the net capital gain, taking into account the variation of the Internal Wholesale Price Index).
In case the foreign beneficiaries reside in or the funds arise from “non-cooperating jurisdictions”, the tax rate applicable for the sale, exchange or other disposition of common shares and/or ADSs amounts to 35%. The non-cooperating jurisdictions list is prepared and published by the executive branch. The ARCA has prepared an indicative and non-exhaustive list of jurisdictions considered to be non-cooperating jurisdictions, which can be consulted on their web site at: https://www.afip.gob.ar/jurisdiccionesCooperantes/no-cooperantes/periodos.asp.
Law No. 27,430, effective as of January 1, 2018, specifies that in case of share certificates issued abroad that represent shares issued by Argentine companies (i.e., ADSs), the “source” is defined by the location of the original issuer of the shares. However, the tax will not be due if the publicly traded exemption, described above, applies in respect of the underlying shares.
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 ADSs 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, 2025 to December 31, 2025):
Annual taxable income (ARS) | Will pay ARS | Marginal rate on the excess of the lower limit (%) | On the ARS surplus | |
Over | To | |||
0.00 | 101,679,575.26 | 0.00 | 25 | 0.00 |
101,679,575.26 | 1,016,795,752.62 | 25,419,893.82 | 30 | 101,679,575.26 |
1,016,795,752.62 | forward | 299,954,747.02 | 35 | 1,016,795,752.62 |
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Losses arising from the sale, exchange or other disposition of shares or ADSs 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 ADSs.
Value Added Tax
The sale, exchange, disposition, or transfer of common shares or ADSs 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. 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 ADSs, 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 ADSs.
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 ADSs 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 ADSs. 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, China, Denmark, Finland, France, Germany, Italy, Mexico, the Netherlands, Norway, Qatar, Russia, Spain, Sweden, Switzerland, Turkey, 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 ADSs 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.
F. Dividends and Paying Agents
This section is not applicable
G. Statement by Experts
This section is not applicable.
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.cresud.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@cresud.com.ar.
We are also required periodically to furnish certain information in Spanish with the CNV, the ByMA and A3 Mercados 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 A3 Mercados (https://a3mercados.com.ar/). The documents filed with the CNV, the ByMA and A3 Mercados 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.
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Item 12. Description of Securities Other than Equity Securities
A. Debt Securities
This item is not applicable
B. Warrants and Rights
On March 10, 2021, we issued an aggregate of 90,000,000 warrants to purchase 90,000,000 of our common shares and will expire on March 10, 2026. Each warrant will be exercisable only if the common share rights or ADS 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).
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.
Each warrant entitled its holder to purchase one common share and the exercise price of the warrants was USD 0.566. 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 11, 2022, being the Ratio of 1.0322 shares per option and a price of USD 0.548 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 and shares distributed to the shareholders on May 8, 2023, being the Ratio of 1.1232 shares per option and a price of USD 0.5036 per share. On May 15, 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 and shares distributed to the shareholders on May 14, 2024, being the current Ratio of 1.3146 shares per option and a price of USD 0.4303 per share. On November 8, 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 a cash dividend to the shareholders on November 7, 2024, being the current Ratio of 1.4075 shares per option and a price of USD 0.4019 per share.
On September 25, 2025, we informed that our Board of Directors resolved to call an Ordinary and Extraordinary General Shareholders’ Meeting to be held on October 30, 2025 and as an item on the agenda, it was decided to consider the subscription of an addendum to the warrant agreement dated February 24, 2021, as amended on September 17, 2021 to incorporate the option of the warrant holders to exercise the warrants on a cashless basis. For more information, see “Item 4. Information on the Company —A. History and Development of the Company— Recent Developments— Cresud’s Recent Developments —General Ordinary and Extraordinary Shareholders’ Meeting”.
The warrants are available for trading on NASDAQ and ByMA under the tickers CRESW and CRE3W, respectively.
As of the date of this Annual Report, there are 60,669,566 warrants outstanding.
C. Other Securities
This item is not applicable
The Bank of New York Mellon, as depositary for the ADSs (the “ADS Depositary”) collects its fees for delivery directly from investors depositing shares or surrendering ADSs for the purpose of withdrawal. The Depositary also collects taxes and governmental charges from the holders of ADSs. 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).
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The Depositary has agreed to reimburse or pay on our behalf, certain reasonable expenses related to our ADS program and incurred by us in connection with the program (such as NASDAQ 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 ADS 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 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 us 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 shares generally on the share register of the Company or foreign registrar and applicable to transfers of 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 ADS (or portion thereof), (6) a fee of USD 0.02 or less per ADS (or portion) for any cash distribution made pursuant to the deposit agreement including, but not limited to, 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 ADS 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 section is not applicable.
Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds
A. This section is not applicable.
B. This section is not applicable.
C. This section is not applicable.
D. This section is not applicable.
E. This section is not applicable.
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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, 2025. Based upon this evaluation our Chief Executive Officer and Chief Financial and Administrative Officer concluded that our disclosure controls and procedures as of June 30, 2025 were not effective due to the material weakness in internal control over financial reporting described below.
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. The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. The 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.
Our management assessed the effectiveness of the Company’s internal control over financial reporting as of June 30, 2025. 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).
As a result of this evaluation, our management concluded that we did not design and maintain effective controls over capital increases resulting from the exercise of the warrants issued by us since our internal controls over financial reporting did not account for the impact of inflation accounting over the exercise of the warrants. This control deficiency led to material errors in the inflation adjustment of the share premium from the exercise of the warrants which required the restatement of our consolidated financial statements as of June 30, 2024 and for the years ended June 30, 2024 and 2023. Accordingly, our management has determined that this control deficiency constitutes a material weakness.
As a result of the material weakness in internal control over financial reporting described above, our management has concluded that we did not maintain effective internal control over financial reporting as of June 30, 2025.
A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis.
Our management has conducted additional analysis and concluded that, despite the material weakness described above, our Audited Consolidated Financial Statements included elsewhere in this Annual Report fairly present, in all material respects, our financial position, results of operations, and cash flows as of the dates and for the periods presented.
An independent registered public accounting firm, Price Waterhouse & Co. S.R.L., has audited the effectiveness of our internal control over financial reporting as of June 30, 2025, as stated in their report which is included in this Annual Report.
In response to the deficiency described above, our management, with the oversight of our Audit Committee, evaluated our policies and procedures related to capital increases derived from the exercise of the warrants, designed and intends to implement adequate internal controls to ensure that capital increases derived from the exercise of the warrants are properly reviewed, reconciled, and recorded in our financial statements. These enhanced controls include periodic reviews and reconciliations performed by the Company’s accounting and reporting area, together with formal supervisory approvals. The objective of these controls is to ensure that capital-related transactions derived from the exercise of the warrants are accurately recorded and reviewed in accordance with applicable accounting standards.
See “Item 3. Key Information-D. Risk Factors-Risks Relating to Our Business-We have identified a material weakness in our control over financial reporting, and our lack of effective internal controls over financial reporting may affect our ability to accurately report our financial results or prevent fraud, which may affect the market for and price of our common shares and ADSs.”
C. Attestation Report of the Registered Public Accounting Firm
The effectiveness of the Company’s internal control over financial reporting as of June 30, 2025, 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, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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Item 16. Reserved
A. Audit Committee Financial Expert
In our annual ordinary shareholders’ meeting held on October 31, 2003, the audit committee was unanimously approved. Pursuant to this plan, the board of directors had to appoint the members of the audit committee who hold expertise in corporate administration, finance and accounting.
Our board of directors established an audit committee which would assist the Board in exercising its duty of care on disclosure requirements, the enforcement of accounting policies, management of our business risks, the management of our internal control systems, ethical conduct of our businesses, monitoring the sufficiency of our financial statements, our compliance with laws, independence and capacity of independent auditors and performance of our internal audit and our external auditors. Also, according to the applicable regulations, we may request to 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 March 11, 2020 our board of directors appointed Liliana Glikin, María Gabriela Macagni and Alejandro Mario Bartolome, all of them independent members, as members of the audit committee. The board of directors named María Gabriela Macagni as the financial expert in accordance with the relevant SEC rules. We have a fully independent audit committee as per the standards 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.cresud.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 Service
Audit Fees
For the fiscal years ended June 30, 2025 and 2024, we were billed a total amount of ARS 1,548.7 million and ARS 954.5 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, 2025 and 2024 we were billed a total amount of ARS 176.7 million and ARS 0.0 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, 2025 and 2024, we were billed a total amount of ARS 53.2 million and ARS 5.9 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, 2025 and June 30, 2024 no fees related to other than Audit Fees, Audit-Related Fees and Tax Fees services 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. |
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|
| · | 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. |
D. Exemption from the Listing Standards for Audit Committees
This section is not applicable.
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E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers
On July 22, 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 5,676,603 common shares, representing approximately 99.0% of the approved program and 0.96% of the share capital.
Period |
| Total Number of Common Shares Purchased (1) |
|
| Average Price Paid per Share |
|
| Total Number of ADS’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) |
| |||||||||
07/25/2022 – 07/31/2022 |
|
| 1,110,286 |
|
|
| 170.37 |
|
|
| — |
|
|
| — |
|
|
| 1,110,286 |
|
|
| 810.8 |
|
08/01/2022 – 08/23/2022 |
|
| 4,566,317 |
|
|
| 175.38 |
|
|
| — |
|
|
| — |
|
|
| 4,566,317 |
|
|
| 10.0 |
|
Total |
|
| 5,676,603 |
|
|
|
|
|
|
| — |
|
|
|
|
|
|
| 5,676,603 |
|
|
|
|
|
___________________
(1) | As of the settlement date of transaction. |
(2) | Correspond to the sum of common shares and ADS’s purchased. Each ADS represents 10 common shares. |
On November 17, 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 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 4,000 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 January 17, 2024, we finalized the 2022 Plan II having repurchased a total of 13,474,104 common shares for the 2022 Plan II, representing approximately 99.94% of the approved program and 2.3% of the share capital.
Period |
| Total Number of Common Shares Purchased(1) |
|
| Average Price Paid per Share |
|
| Total Number of ADS’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) |
| |||||||||
11/17/2022 – 11/30/2022 |
|
| 862,151 |
|
|
| 182.53 |
|
|
| — |
|
|
| — |
|
|
| 862,151 |
|
|
| 3,842.6 |
|
12/01/2022 – 12/31/2022 |
|
| 2,554,578 |
|
|
| 195.86 |
|
|
| — |
|
|
| — |
|
|
| 2,554,578 |
|
|
| 3,342.3 |
|
01/01/2023 – 01/31/2023 |
|
| 2,408,630 |
|
|
| 254.61 |
|
|
| — |
|
|
| — |
|
|
| 2,408,630 |
|
|
| 2,729.0 |
|
01/02/2023 – 02/28/2023 |
|
| 1,988,045 |
|
|
| 262.85 |
|
|
| — |
|
|
| — |
|
|
| 1,988,045 |
|
|
| 2,206.5 |
|
01/03/2023 – 03/31/2023 |
|
| 4,857,108 |
|
|
| 277.30 |
|
|
| — |
|
|
| — |
|
|
| 4,857,108 |
|
|
| 859.6 |
|
01/01/2024 – 01/17/2024 |
|
| 803,592 |
|
|
| 1,066.88 |
|
|
| — |
|
|
| — |
|
|
| 803,592 |
|
|
| 2.3 |
|
Total |
|
| 13,474,104 |
|
|
| 296.70 |
|
|
| — |
|
|
| — |
|
|
| 13,474,104 |
|
|
|
|
|
__________________
(1) | As of the settlement date of transaction. |
(2) | Correspond to the sum of common shares and ADS’s purchased. Each ADS represents 10 common shares. |
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On October 28, 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”), 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 December 20, 2024, we finalized the 2024 Plan having repurchased a total of 4,522,623 common shares for the 2024 Plan, representing approximately 99.98% of the approved program and 0.7% of the share capital.
Period |
| Total Number of Common Shares Purchased(1) |
|
| Average Price Paid per Share |
|
| Total Number of ADS’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) |
| |||||||||
11/12/2024 – 11/30/2024 |
|
| 304,197 |
|
|
| 1,156.67 |
|
|
| — |
|
|
| — |
|
|
| 304,197 |
|
|
| 351.9 |
|
12/01/2024 – 12/31/2022 |
|
| 4,218,426 |
|
|
| 1,457.07 |
|
|
| — |
|
|
| — |
|
|
| 4,218,426 |
|
|
| 6,498.4 |
|
Total |
|
| 4,522,623 |
|
|
| 1,436.87 |
|
|
| — |
|
|
| — |
|
|
| 4,522,623 |
|
|
|
|
|
____________________
(1) | As of the settlement date of transaction. |
(2) | Correspond to the sum of common shares and ADS’s purchased. Each ADS represents 10 common shares. |
In April 2023, our Board of Directors, in accordance with the resolutions of the Shareholders’ Meeting dated April 27, 2023, decided the distribution among the shareholders, on a pro rata basis, of 12,670,512 common shares repurchased.
In addition, our Board of Directors, in accordance with the resolutions of the Shareholders’ Meeting dated October 5, 2023, decided the distribution among the shareholders, on a pro rata basis, of 5,791,355 common shares repurchased.
As of June 30, 2025, we own our shares in an amount equal to 1.0% of our capital stock, and as of October 22, 2025 we own our shares in an amount equal to 0.8% of our capital stock.
F. Change In Registrant’s Certifying Accountant
This section is not applicable.
G. Corporate Governance
Compliance with NASDAQ listing standards on corporate governance
Significant differences between our corporate governance practices and U.S. companies’ practices under NASDAQ Rules:
Our corporate governance practices are governed by the applicable Argentine law; particularly, the Argentine Corporations Law, the CML and the rules of the CNV, as well as by our by-laws.
We have securities that are registered with the SEC and are listed on the NASDAQ, and are therefore subject to corporate governance requirements applicable to NASDAQ-listed non-US companies (a “NASDAQ-listed” company).
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Pursuant to NASDAQ Rule 5615(a)(3), NASDAQ -listed non-U.S. companies that are categorized as “Foreign Private Issuers” may follow home country corporate governance practices in lieu of certain of the corporate governance requirements provided in NASDAQ Rules, provided that the foreign private issuer complies with certain mandatory sections of NASDAQ Rules, discloses each requirement that it does not follow and describes the home country practice followed in lieu of such requirement. The requirements of the NASDAQ Rules and the Argentine corporate governance practices that we follow in lieu thereof are described below:
NASDAQ Standards for U.S. companies |
| Cresud’s Corporate Practices |
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Rule 5250(d)—Distribution of Annual and Interim Reports.
|
| In lieu of the requirements of Rule 5250(d), we follow Argentine law, which requires that companies issue publicly a Spanish language annual report, including annual Audited Consolidated Financial Statements prepared in accordance with generally accepted accounting principles in Argentina, by filing such annual report with the CNV and the stock exchange in which the securities are listed, within 70 calendar days following the close of our fiscal year. Interim reports must be filed with the CNV and the stock exchange in which the securities are listed within 42 calendar days following the close of each fiscal quarter. We provide our shareholders a copy of the annual and interim financial reports upon request. English language translations of our annual reports and interim reports are filed with the SEC on Form 20-F and Form 6-K, respectively. We also send the English language translation of our annual report and quarterly press releases on its website. Furthermore, under the terms of the Deposit Agreement, dated as of March 18, 1997, among us, The Bank of New York Mellon, as depositary, and owners of ADSs issued thereunder, we are required to furnish The Bank of New York Mellon with, among other things, English language translations of their annual reports. Annual reports are available for inspection by ADR holders at the offices of The Bank of New York located at, 240 Greenwich Street, New York, NY 10286, New York, New York. Finally, Argentine law requires that 20 calendar days before the date of a shareholders’ meeting, the board of directors must provide to our shareholders, at our executive office or through electronic means, all information relevant to the shareholders’ meeting, including copies of any documents to be considered by the shareholders (which includes the annual report).
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Rule 5605(b)(1)—Majority of Independent Directors.
|
| In lieu of the requirements of Rule 5605(b)(1), we follow Argentine law which does not require that a majority of the board of directors be comprised of independent directors. Argentine law instead requires that public companies in Argentina, such as, us must 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 the CNV.
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Rule 5605(b)(2)—Executive Sessions of the Board of Directors.
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| In lieu of the requirements of Rule 5605(b)(2), we follow Argentine law which does not require independent directors to hold regularly scheduled meetings at which only such independent directors are present (i.e., executive sessions). Our board of directors as a whole is responsible for monitoring our 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 the Company. Also, it is mandatory for public companies to form a supervisory committee (composed of “syndics”) which is responsible for monitoring our legal compliance under Argentine law and compliance with our by-laws. Finally, our audit committee has regularly scheduled meetings and, as such, such meetings will serve a substantially similar purpose as executive sessions.
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Rule 5605(d)(B)—Compensation of Officers.
|
| In lieu of the requirements of Rule 5605(d)(B), we follow Argentine law which does not require companies to form a compensation committee comprised solely of independent directors. For the determination of the compensation of the chief executive officer and all other executive officers no decision of a majority of independent directors or a compensation committee comprised solely of independent directors is required under Argentine law. Under Argentine law, the board of directors is the corporate body responsible for determining the compensation of the chief executive officer and all other executive officers, so long as they are not directors. In addition, under Argentine law, the audit committee shall give its opinion about the reasonableness of management’s proposals on fees and option plans for our directors or managers. |
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NASDAQ Standards for U.S. companies |
| Cresud’s Corporate Practices |
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Rule 5605(e)—Nomination of Directors.
|
| In lieu of the requirements of Rule 5605(e), we follow Argentine law which requires that directors be nominated directly by the shareholders at the shareholders’ meeting and that they be selected and recommended by the shareholders themselves. Under Argentine law, it is the responsibility of the ordinary shareholders’ meeting to appoint and remove directors and to set their compensation.
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Rule 5605(c)(1)—Audit Committee Charter.
|
| In lieu of the requirements of Rule 5605(c)(1), we follow Argentine law which requires that audit committees have a charter but does not require that companies certify as to the adoption of the charter nor does it require an annual review and assessment thereof. Argentine law instead requires that companies prepare a proposed plan or course of action with respect to those matters which are the responsibility of our audit committee. Such plan or course of action could, at the discretion of our audit committee, include a review and assessment of the audit committee charter. We believe that we are in compliance with the requirements for audit committee charters provided for in the Sarbanes Oxley Act.
|
Rule 5605(c)(2)—Audit Committee Composition.
|
| Argentine law does not require that companies have an audit committee comprised solely of independent directors and it is equally not customary business practice in Argentina to have such a committee. Argentine law instead requires that companies establish an audit committee with at least three members comprised of a majority of independent directors as defined by Argentine law. Nonetheless, although not required by Argentine law, we have a three member audit committee comprised of entirely independent directors in accordance with Rule 10(A)-3(b)(1) of the General rules and regulations promulgated under the Securities Exchange Act of 1934, as independence is defined in Rule 10(A)-3(b)(1). Further, Argentine law does not require companies to identify or designate a financial expert. As such, Although all the members of the audit committee have large corporate experience, as of the date of this Annual Report, the Board of Directors have not named designated a financial expert in accordance with the relevant SEC rules on the audit committee. Although it is noted that all members of the audit committee have had significant corporate experience. In addition, we have a supervisory committee (“comisión fiscalizadora”) composed of three ‘syndics’ which are in charge of monitoring the legality, under Argentine law, of the actions of our board of directors and the conformity of such actions with our by-laws. |
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NASDAQ Standards for U.S. companies |
| Cresud’s Corporate Practices |
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Rule 5620(c)—Quorum.
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| In lieu of the requirements of Rule 4350(f), we follow Argentine law and our bylaws, which distinguish between ordinary meetings and extraordinary meetings and both of them can be celebrated using teleconference technology, as long as the regulations related to accreditation, registration and quorum are complied with and the simultaneity of the shareholders and immediately of the process of verbal communication and issuance of votes is guaranteed. The supervisory committee shall state the regularity of the resolutions adopted. The board of directors shall establish the rules and technical matters related to remote participation pursuant to the current rules and in conformity with the Argentine Exchange Commission regulations. Shareholders physically present at the time and those using teleconference technologies will be taken into consideration for the quorum. In connection with ordinary meetings, a quorum consists of a majority of stocks entitled to vote. If no quorum is present at the first meeting, a second meeting may be called, in which the shareholders present or communicated through teleconference technologies, regardless of their number, constitute a quorum. Resolutions may be adopted by an absolute majority of the votes present or communicated through teleconference technologies. Argentine law, and our bylaws, requires in connection with extraordinary meetings, that a quorum consist of 60% of the stock entitled to vote. However, if such quorum is not present at the first meeting, our bylaws provide that a second meeting may be called and maybe held with the number of shareholders present or communicated through teleconference technologies. In both ordinary and extraordinary meetings, decisions are adopted by an absolute majority of votes present at the meeting or communicated through teleconference technologies, except for certain fundamental matters (such as mergers and spin-offs (when we are not the surviving entity and the surviving entity is not listed on any stock exchange), anticipated liquidation, change in its domicile outside of Argentina, total or partial recapitalization of its statutory capital following a loss, any transformation in our corporate legal form or a substantial change in our corporate purpose, or the issue of bonds) which require an approval by vote of the majority of all the stock entitled to vote (all stock being entitled to only one vote).
|
Rule 5620(b) -- Solicitation of Proxies.
|
| In lieu of the requirements of Rule 5620(b), we follow Argentine law which requires that notices of shareholders’ meetings be published, for five consecutive days, in the Official Gazette and in a widely published newspaper in Argentina no earlier than 45 calendar days prior to the meeting and at least 20 calendar days prior to such meeting. In order to attend a meeting and be listed on the meeting registry, shareholders are required to submit evidence of their book-entry share account held at Caja de Valores up to three business days prior to the scheduled meeting date. If entitled to attend the meeting, a shareholder may be represented by proxy (properly executed and delivered with a certified signature) granted to any other person, with the exception of a director, syndic, member of the Supervisory Committee, manager or employee of the issuer, which are prohibited by Argentine law from acting as proxies. In addition, our ADS holders receive, prior to the shareholders’ meeting, a notice listing the matters on the agenda, a copy of the annual report and a voting card.
|
Rule 5630(s) -- Conflicts of Interest
|
| In lieu of the requirements of Rule 5630(a), we follow Argentine law which requires that related party transactions be approved by the audit committee when the transaction exceeds one percent (1%) of the corporation’s net worth, measured pursuant to the last audited balance sheet. Directors can contract with the corporation only on an arm’s length basis. If the contract is not in accordance with prevailing market terms, such transaction must be pre-approved by the board of directors (excluding the interested director). In addition, under Argentine law, a shareholder is required to abstain from voting on a business transaction in which its interests may be in conflict with the interests of the company. In the event such shareholder votes on such business transaction and such business transaction would not have been approved without such shareholder’s vote, such shareholder may be liable to the company for damages and the resolution may be declared void.
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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.
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.
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Cybersecurity
In response to the evolving cyber threats, we have undertaken several projects to improve our security systems. During 2024 and 2025, 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 and deepened cybersecurity awareness among our employees. We updated our users’ equipment fleet and centralized our patch management through world-class solutions that allow us to keep devices on their latest versions, covering the vulnerabilities published by manufacturers. 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 25 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 2024 and 2025, 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 updating knowledge about threats, adding artificial intelligence as a new risk factor, and distributing tips and best practices to reduce the probability of incidents, minimize potential impact, and strengthen organizational resilience against increasingly sophisticated attacks; (iii) we updated technological equipment that allowed us to keep our hardware fleet on the manufacturers’ latest versions, minimizing the threats published by them. 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 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.
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 2024 and 2025, 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.”
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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-99
Index to Financial Statements (see page F-1).
Item 19. Exhibits
Exhibit No. |
| Description of Exhibit |
1.1(20) |
| Amended and reinstated By-laws “Estatutos” of the registrant, which serve as the registrant’s articles of incorporation and by-laws, and an English translation thereof. |
2.6(15) |
| Warrant Agent Agreement dated as of February 24, 2021, between Cresud S.A.C.I.F. y A. y Representaciones Sociedad Anónima, and Computershare, Inc. and Computershare Trust Company N.A., collectively as warrant agent. |
4.1(1) |
| Consulting Agreement among Cresud S.A.C.I.F. y A. and Dolphin Fund Management S.A. dated October 25, 1994. |
4.1.1(12) |
| (English Summary) Amendment to the Consulting Agreement by and among Cresud and Consultores Asset Management S.A., dated September 8, 2017. |
4.2(2) |
| Agreement for the exchange of Corporate Service between we, IRSA and IRSA CP, dated June 30, 2004. |
4.3(4) |
| English translation of the Amendment to the Agreement for the exchange of Corporate Service among, IRSA and IRSA CP and us, dated August 23, 2007. |
4.4(5) |
| English translation of the Third Agreement for the Implementation of the Amendment to the Corporate Services Master Agreement, dated November 27, 2009. |
4.5(6) |
| Amendment to the Agreement for the exchange of Corporate Service between we, IRSA and IRSA CP, dated March 12, 2010. |
4.6(7) |
| English translation of the Forth Agreement for the Implementation of the Amendment to the Corporate Services Master Agreement, dated July 11, 2011. |
4.7(8) |
| English translation of the Fifth Agreement for the Implementation of the Amendment to the Corporate Services Master Agreement, dated October 15, 2012. |
4.8(9) |
| English translation of the Sixth Agreement for the Implementation of the Amendment to the Corporate Services Master Agreement dated November 12, 2013. |
4.9(9) |
| English translation of the Second Amendment to the Exchange of Operating Services Agreement between the Company, Cresud and IRSA CP dated February 24, 2014. |
4.10(10) |
| English translation of the Seventh Agreement for the Implementation of the Amendment to the Corporate Services Master Agreement dated February 18, 2015. |
4.11(11) |
| English translation of the Eighth Agreement for the Implementation of the Amendment to the Corporate Services Master Agreement dated November 12, 2015. |
4.12(12) |
| English translation of the Ninth Agreement for the Implementation of the Amendment to the Corporate Services Master Agreement dated May 5, 2017 |
4.13(13) |
| English translation of the Tenth Agreement for the Implementation of the Amendment to the Corporate Services Master Agreement dated June 29, 2018. |
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Exhibit No. |
| Description of Exhibit |
4.14(16) |
| English translation of the Eleventh Agreement for the Implementation of the Amendment to the Corporate Services Master Agreement dated June 28, 2019. |
4.15(17) |
| English translation of the Twelfth Agreement for the Implementation of the Amendment to the Agreement for the Exchange of Corporate Services between us, IRSA and IRSA CP, dated June 30, 2020. |
4.16(18) |
| English translation of the Thirteenth Agreement for the Implementation of the Amendment to the Agreement for the Exchange of Corporate Services between us, IRSA and IRSA CP, dated June 30, 2021. |
4.17(19) |
| English translation of the Fourteenth Agreement for the Implementation of the Amendment to the Agreement for the Exchange of Corporate Services between IRSA and Cresud, dated July 12, 2022. |
4.18(20) |
| English translation of the Fifteenth Agreement for the Implementation of the Amendment to the Agreement for the Exchange of Corporate Services between IRSA and Cresud, dated July 14, 2023. |
4.19(21) |
| English translation of the Sixteenth Agreement for the Implementation of the Amendment to the Agreement for the Exchange of Corporate Services between IRSA and CRESUD, dated August 20, 2024. |
4.20 |
| English translation of the Seventeenth Agreement for the Implementation of the Amendment to the Agreement for the Exchange of Corporate Services between IRSA and CRESUD, dated September 30, 2025. |
8.1 |
| List of Subsidiaries. |
11.1(3) |
| Code of Ethics. |
12.1 |
| Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Chief Executive Officer. |
12.2 |
| Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Chief Financial Officer. |
13.1 |
| Certification pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Chief Executive Officer. |
13.2 |
| Certification pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Chief Financial Officer. |
97(21) |
| Incentive Compensation Clawback Policy. |
99.1 |
| Summary of investment properties by type as of June 30, 2025 (in accordance with Regulation S-X 12-28 (1)). |
(1) | Incorporated herein by reference to the exhibit to the registrant’s registration statement on Form F-1 (File No. 333-06548) filed with the SEC on March 3, 1997. |
(2) | Incorporated herein by reference to the report statement on Form 6-K (File No. 333-06548) filed with the SEC on July 1, 2004. |
(3) | Incorporated herein by reference to the registrant’s report on Form 6-K (File No. 333-06548) filed with the SEC on August 1, 2005. |
(4) | Incorporated herein by reference to the annual report on Form 20-F (File No. 333-06548) filed with the SEC on December 27, 2007. |
(5) | Incorporated herein reference to the annual report on Form 20-F (File No. 001-29190) filed with the SEC on December 30, 2009. |
(6) | Incorporated herein reference to the annual report on Form 20-F (File No. 001-29190) filed with the SEC on December 30, 2010. |
(7) | Incorporated herein reference to the annual report on Form 20-F (File No. 001-29190) filed with the SEC on December 28, 2011. |
(8) | Incorporated herein reference to the annual report on Form 20-F (File No. 001-29190) filed with the SEC on October 30, 2012. |
(9) | Incorporated herein reference to the annual report on Form 20-F (File No. 001-29190) filed with the SEC on October 31, 2014. |
(10) | Incorporated herein reference to the annual report on Form 20-F (File No. 001-29190) filed with the SEC on November 17, 2015. |
(11) | Incorporated herein by reference to the annual report on Form 20-F (File No. 001-29190) filed with the SEC on November 1, 2016. |
(12) | Incorporated herein by reference to the annual report on Form 20-F (File No. 001-29190) filed with the SEC on October 31, 2017. |
(13) | Incorporated herein by reference to the annual report on Form 20-F (File No. 001-29190) filed with the SEC on October 31, 2018. |
(14) | Incorporated herein by reference to the annual report on Form 20-F (File No. 001-29190) filed with the SEC on October 31, 2019. |
(15) | Incorporated by reference to the registrant’s registration statement on Form 8-A filed on June 22, 2021. |
(16) | Incorporated herein by reference to the Annual Report on Form 20-F (File No. 001-29190) filed with the SEC on October 31, 2019. |
(17) | Incorporated herein by reference to the Annual Report on Form 20-F (File No. 001-29190) filed with the SEC on November 16, 2020. |
(18) | Incorporated herein by reference to the Annual Report on Form 20-F (File No. 001-29190) filed with the SEC on November 1, 2021. |
(19) | Incorporated herein by reference to the Annual Report on Form 20-F (File No. 001-29190) filed with the SEC on October 28, 2022. |
(20) | Incorporated herein by reference to the Annual Report on Form 20-F (File No. 001-29190) filed with the SEC on October 20, 2023. |
(21) | Incorporated herein by reference to the Annual Report on Form 20-F (File No. 001-29190) filed with the SEC on October 22, 2024. |
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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.
| Cresud Sociedad Anónima Comercial Inmobiliaria Financiera y Agropecuaria |
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Date: October 24, 2025 | By: | /s/ Matías I. Gaivironsky |
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| Name: Matías I. Gaivironsky |
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| Title: Chief Financial and Administrative Officer |
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INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS
Glossary of terms |
| F-5 |
|
Consolidated Statement of Financial Position |
| F-6 |
|
Consolidated Statement of Income and Other Comprehensive Income |
| F-7 |
|
Consolidated Statement of Changes in Shareholders' Equity |
| F-8 |
|
Consolidated Statement of Cash Flows |
| F-11 |
|
Notes to the Consolidated Financial Statements: |
|
|
|
Note 1 - The Group's business and general information |
| F-12 |
|
Note 2 - Summary of significant accounting policies |
| F-16 |
|
Note 3 - Significant judgments, key assumptions and estimates |
| F-37 |
|
Note 4 - Acquisitions and disposals |
| F-38 |
|
Note 5 - Financial risk management and fair value estimates |
| F-40 |
|
Note 6 - Segment information |
| F-48 |
|
Note 7 - Information about the main subsidiaries |
| F-54 |
|
Note 8 - Investments in associates and joint ventures |
| F-57 |
|
Note 9 - Investment properties |
| F-59 |
|
Note 10 - Property, plant and equipment |
| F-63 |
|
Note 11 - Trading properties |
| F-64 |
|
Note 12 - Intangible assets |
| F-64 |
|
Note 13 - Right-of-use assets and lease liabilities |
| F-65 |
|
Note 14 - Biological assets |
| F-66 |
|
Note 15 - Inventories |
| F-68 |
|
Note 16 - Financial instruments by category |
| F-68 |
|
Note 17 - Trade and other receivables |
| F-72 |
|
Note 18 – Cash flow information |
| F-73 |
|
Note 19 - Shareholders’ Equity |
| F-75 |
|
Note 20 - Trade and other payables |
| F-76 |
|
Note 21 – Provisions |
| F-77 |
|
Note 22 - Borrowings |
| F-78 |
|
Note 23 - Income tax |
| F-82 |
|
Note 24 – Leases |
| F-85 |
|
Note 25 – Revenues |
| F-86 |
|
Note 26 – Costs |
| F-86 |
|
Note 27 - Expenses by nature |
| F-87 |
|
Note 28 - Other operating results, net |
| F-88 |
|
Note 29 - Financial results, net |
| F-89 |
|
Note 30 - Earnings per share |
| F-89 |
|
Note 31 - Employee benefits and share-based payments |
| F-90 |
|
Note 32 - Related party transactions |
| F-91 |
|
Note 33 - Cost of sales and services provided |
| F-96 |
|
Note 34 - Foreign currency assets and liabilities |
| F-96 |
|
Note 35 - CNV General Resolution N° 622 |
| F-97 |
|
Note 36 - Relevant events of the year |
| F-97 |
|
Note 37 - Subsequent events |
| F-98 |
|
| F-1 |
| Table of Contents |
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated statement of financial position of Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria and its subsidiaries (the “Company”) as of June 30, 2025 and 2024, 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, 2025, including the related notes and the summary of investment properties by type as of June 30, 2025 listed in the index appearing under Item 19 (Exhibit No 99.1) (collectively referred to as the “consolidated financial statements”). We also have audited the Company’s internal control over financial reporting as of June 30, 2025, 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, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended June 30, 2025 in conformity with IFRS Accounting Standards as issued by the International Accounting Standards Board. Also in our opinion, the Company did not maintain, in all material respects, effective internal control over financial reporting as of June 30, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO because a material weakness in internal control over financial reporting existed as of that date related to the accounting of the inflation adjustment of the share premium corresponding to the exercise of warrants.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis. The material weakness referred to above is described in Management’s Report on Internal Control over Financial Reporting appearing in Item 15. We considered this material weakness in determining the nature, timing, and extent of audit tests applied in our audit of the 2025 consolidated financial statements, and our opinion regarding the effectiveness of the Company’s internal control over financial reporting does not affect our opinion on those consolidated financial statements.
Restatement of Previously Issued Financial Statements
As discussed in Note 1 to the consolidated financial statements, the Company has restated its 2024 and 2023 financial statements to correct an error.
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 management’s report referred to above. 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.
| F-2 |
| Table of Contents |
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.
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 Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
| F-3 |
| Table of Contents |
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 59% of the Company’s AR$ 2,404,115 million in investment properties at June 30, 2025. 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 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.
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 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 Martin Barbafina
October 23, 2025
We have served as the Company’s auditor since 1995.
| F-4 |
| Table of Contents |
Glossary of terms
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 | |
BACS | Banco de Crédito y Securitización S.A. | |
BCRA | Central Bank of the Argentine Republic | |
BHSA | Banco Hipotecario S.A. | |
BrasilAgro | BrasilAgro-Companhia Brasileira de Propriedades Agrícolas | |
BYMA | Buenos Aires Stock Exchange | |
CAMSA | Consultores Assets Management S.A. | |
CNV | National Securities Commission | |
CODM | Chief Operating Decision Maker | |
Condor | Condor Hospitality Trust Inc. | |
CPCCN |
| Civil and Commercial Procedural Code of Argentina |
CPI | Consumer Price Index | |
Cresud, “the Company”, “us” | Cresud S.A.C.I.F. y A. | |
DFL | Dolphin Fund Ltd. | |
DN B.V. |
| Dolphin Netherlands B.V |
Dolphin | Dolphin Fund Ltd. and Dolphin Netherlands B.V. | |
ECLASA | E-Commerce Latina S.A. | |
EHSA |
| Entertainment Holdings S.A. |
FACPCE |
| Argentine Federation of Accountant |
GCBA | Autonomous City of Buenos Aires Government | |
GCDI | GCDI S.A. (Former TGLT S.A.) | |
IAS | International Accounting Standards | |
IASB | International Accounting Standards Board | |
IDBD | IDB Development Corporation Ltd. | |
IFISA | Inversiones Financieras del Sur S.A. | |
IFRS | International Financial Reporting Standards | |
IRSA | IRSA Inversiones y Representaciones S.A. | |
IRSA CP | IRSA Propiedades Comerciales S.A. | |
NASDAQ | National Association of Securities Dealers Automated Quotation | |
New LipStick | New LipStick LLC | |
NFSA | Nuevas Fronteras S.A. | |
NIS | New Israeli Shekel | |
NYSE | New York Stock Exchange | |
Puerto Retiro | Puerto Retiro S.A. | |
Quality | Quality Invest S.A. | |
Tandanor | Tandanor S.A.C.I.y N. | |
TOFC |
| Federal Criminal Oral Court |
U.P. |
| Port-Related Use |
USA |
| United States of America |
| F-5 |
| Table of Contents |
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria |
Consolidated Statement of Financial Position
as of June 30, 2025, June 30, 2024 and July 1, 2023
(All amounts in millions of Argentine Pesos, except otherwise indicated)
|
| Note |
|
| 06.30.2025 |
|
| 06.30.2024 Restated (i) |
|
| 07.01.2023 Restated (i) |
| ||||
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Non-current assets |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Investment properties |
|
| 9 |
|
|
|
|
|
|
|
|
|
| |||
Property, plant and equipment |
|
| 10 |
|
|
|
|
|
|
|
|
|
| |||
Trading properties |
|
| 11 |
|
|
|
|
|
|
|
|
|
| |||
Intangible assets |
|
| 12 |
|
|
|
|
|
|
|
|
|
| |||
Group of assets held for sale |
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Right-of-use assets |
|
| 13 |
|
|
|
|
|
|
|
|
|
| |||
Biological assets |
|
| 14 |
|
|
|
|
|
|
|
|
|
| |||
Investment in associates and joint ventures |
|
| 8 |
|
|
|
|
|
|
|
|
|
| |||
Deferred income tax assets |
|
| 23 |
|
|
|
|
|
|
|
|
|
| |||
Income tax credit |
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Restricted assets |
|
| 16 |
|
|
|
|
|
|
|
|
|
| |||
Trade and other receivables |
|
| 17 |
|
|
|
|
|
|
|
|
|
| |||
Investment in financial assets |
|
| 16 |
|
|
|
|
|
|
|
|
|
| |||
Derivative financial instruments |
|
| 16 |
|
|
|
|
|
|
|
|
|
| |||
Total non-current assets |
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Current assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trading properties |
|
| 11 |
|
|
|
|
|
|
|
|
|
| |||
Biological assets |
|
| 14 |
|
|
|
|
|
|
|
|
|
| |||
Inventories |
|
| 15 |
|
|
|
|
|
|
|
|
|
| |||
Income tax credit |
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Trade and other receivables |
|
| 17 |
|
|
|
|
|
|
|
|
|
| |||
Investment in financial assets |
|
| 16 |
|
|
|
|
|
|
|
|
|
| |||
Derivative financial instruments |
|
| 16 |
|
|
|
|
|
|
|
|
|
| |||
Cash and cash equivalents |
|
| 16 |
|
|
|
|
|
|
|
|
|
| |||
Total current assets |
|
|
|
|
|
|
|
|
|
|
|
|
| |||
TOTAL ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
| |||
SHAREHOLDERS’ EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders' equity (according to corresponding statement) |
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Non-controlling interest |
|
|
|
|
|
|
|
|
|
|
|
|
| |||
TOTAL SHAREHOLDERS' EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
| |||
LIABILITIES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-current liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade and other payables |
|
| 20 |
|
|
|
|
|
|
|
|
|
| |||
Borrowings |
|
| 22 |
|
|
|
|
|
|
|
|
|
| |||
Deferred income tax liabilities |
|
| 23 |
|
|
|
|
|
|
|
|
|
| |||
Provisions |
|
| 21 |
|
|
|
|
|
|
|
|
|
| |||
Payroll and social security liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Lease liabilities |
|
| 13 |
|
|
|
|
|
|
|
|
|
| |||
Derivative financial instruments |
|
| 16 |
|
|
|
|
|
|
|
|
|
| |||
Total non-current liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Current liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade and other payables |
|
| 20 |
|
|
|
|
|
|
|
|
|
| |||
Borrowings |
|
| 22 |
|
|
|
|
|
|
|
|
|
| |||
Provisions |
|
| 21 |
|
|
|
|
|
|
|
|
|
| |||
Payroll and social security liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Income tax liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Lease liabilities |
|
| 13 |
|
|
|
|
|
|
|
|
|
| |||
Derivative financial instruments |
|
| 16 |
|
|
|
|
|
|
|
|
|
| |||
Total Current liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
| |||
TOTAL LIABILITIES |
|
|
|
|
|
|
|
|
|
|
|
|
| |||
TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES |
|
|
|
|
|
|
|
|
|
|
|
|
| |||
(i) See Note 1 to these Consolidated Financial Statements.
The accompanying notes are an integral part of these Consolidated Financial Statements.
| Alejandro G. Elsztain Vice President II |
| F-6 |
| Table of Contents |
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria |
Consolidated Statement of Income and Other Comprehensive Income
for the fiscal years ended June 30, 2025, 2024 and 2023
(All amounts in millions of Argentine Pesos, except otherwise indicated)
|
| Note |
|
| 06.30.2025 |
|
| 06.30.2024 Restated (i) |
|
| 06.30.2023 Restated (i) |
| ||||
Revenues |
|
| 25 |
|
|
|
|
|
|
|
|
|
| |||
Costs |
|
| 26 |
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Initial recognition and changes in the fair value of biological assets and agricultural products at the point of harvest |
|
|
|
|
|
|
|
|
|
|
|
| ( | ) | ||
Changes in the net realizable value of agricultural products after harvest |
|
|
|
|
|
|
|
|
|
|
|
| ( | ) | ||
Gross profit |
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Net gain / (loss) from fair value adjustment of investment properties |
|
| 9 |
|
|
|
|
|
| ( | ) |
|
| ( | ) | |
Gain from disposal of farmlands |
|
|
|
|
|
|
|
|
|
|
|
|
| |||
General and administrative expenses |
|
| 27 |
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Selling expenses |
|
| 27 |
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Other operating results, net |
|
| 28 |
|
|
| ( | ) |
|
|
|
|
| ( | ) | |
Management fees |
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Profit / (loss) from operations |
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | |
Share of profit of associates and joint ventures |
|
| 8 |
|
|
|
|
|
|
|
|
|
| |||
Profit / (loss) before financial results and income tax |
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | |
Finance income |
|
| 29 |
|
|
|
|
|
|
|
|
|
| |||
Finance cost |
|
| 29 |
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Other financial results |
|
| 29 |
|
|
|
|
|
|
|
|
|
| |||
Inflation adjustment |
|
| 29 |
|
|
|
|
|
| ( | ) |
|
|
| ||
Financial results, net |
|
| 29 |
|
|
|
|
|
|
|
|
|
| |||
Profit before income tax |
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Income tax |
|
| 23 |
|
|
| ( | ) |
|
|
|
|
|
| ||
Profit for the year |
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive (loss) / income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Items that may be reclassified subsequently to profit or loss: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Currency translation adjustment and other comprehensive results from subsidiaries and associates (ii) |
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
|
| |
Revaluation surplus |
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Total other comprehensive (loss) / income for the year |
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
|
| |
Total comprehensive income for the year |
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Profit for the year attributable to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity holders of the parent |
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Non-controlling interest |
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Total comprehensive income / (loss) attributable to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity holders of the parent |
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Non-controlling interest |
|
|
|
|
|
|
|
|
| ( | ) |
|
|
| ||
Profit for the year per share attributable to equity holders of the parent (iii): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Diluted |
|
|
|
|
|
|
|
|
|
|
|
|
| |||
(i) See Note 1 to these Consolidated Financial Statements.
(ii) The components of other comprehensive income/ (loss) do not generate an impact on income tax.
(iii) See Note 30 to these Consolidated Financial Statements.
The accompanying notes are an integral part of these Consolidated Financial Statements.
| Alejandro G. Elsztain Vice President II |
| F-7 |
| Table of Contents |
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria |
Consolidated Statement of Changes in Shareholders’ Equity
for the fiscal years ended June 30, 2025, 2024 and 2023
(All amounts in millions of Argentine Pesos, except otherwise indicated)
|
| Attributable to equity holders of the parent |
|
|
|
|
|
|
| |||||||||||||||||||||||||||||||||||||||
|
| Share capital |
|
|
|
|
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|
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|
|
|
|
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|
|
|
|
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|
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|
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|
|
|
| |||||||||||||||
|
| Outstanding shares |
|
| Treasury shares |
|
| Inflation adjustment of share capital and treasury shares (i) |
|
| Warrants (ii) |
|
| Share premium |
|
| Additional paid-in capital from treasury shares |
|
| Legal reserve |
|
| Other reserves (iii) |
|
| Retained earnings |
|
| Subtotal |
|
| Non-controlling interest |
|
| Total Shareholders' equity |
| ||||||||||||
Balance as of June 30, 2024 restated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||
Profit for the year |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||
Other comprehensive loss for the year |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) | ||||||||
Total comprehensive (loss) / income for the year |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||
Assignment of results - Shareholders’ meeting |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
|
| |||||||||||
Repurchase of treasury shares |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) | |||||||
Reserve for share - based payments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||
Dividends distribution |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) | ||||||||
Exercise of warrants (ii) |
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||
Changes in non-controlling interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) | |||||||||
Other changes in shareholders' equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||
Capitalization of irrevocable contributions |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||
Balance as of June 30, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||
(i) Includes ARS 1 of inflation adjustment of Treasury shares. See Note 19 to these Consolidated Financial Statements.
(ii) As of June 30, 2025, the remaining warrants to exercise amount to 73,294,802. See Notes 19 and 36 to these Consolidated Financial Statements.
(iii) Group’s other reserves for the year ended June 30, 2025 were as follows:
|
| Cost of treasury shares |
|
| Reserve for currency translation adjustment |
|
| Reserve for future dividends |
|
| Reserve for the acquisition of securities issued by the Company |
|
| Special reserve |
|
| Other reserves (i) |
|
| Total other reserves |
| |||||||
Balance as of June 30, 2024 restated |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Other comprehensive (loss) / income for the period |
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) | |||||
Total comprehensive (loss) / income for the period |
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) | |||||
Assignment of results - Shareholders’ meeting |
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Repurchase of treasury shares |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) | |||||
Reserve for share-based payments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Changes in non-controlling interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | |||||
Other changes in shareholders' equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Balance as of June 30, 2025 |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
| ||||
(i) 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.
| Alejandro G. Elsztain Vice President II |
| F-8 |
| Table of Contents |
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria |
Consolidated Statement of Changes in Shareholders’ Equity
for the fiscal years ended June 30, 2025, 2024 and 2023
(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 |
|
| Other reserves (ii) |
|
| Retained earnings |
|
| Subtotal |
|
| Non-controlling interest |
|
| Total Shareholders' equity |
| ||||||||||||
Balance as of June 30, 2023 restated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||
Profit for the year restated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||
Other comprehensive loss for the year |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) | ||||||||
Total comprehensive (loss) / income for the year restated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
| ( | ) |
|
|
| ||||||||||
Assignment of results - Shareholders’ meeting |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
|
| |||||||||||
Issuance of shares |
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
Repurchase of treasury shares |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) | |||||||
Reserve for share-based payments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) | ||||||||
Exercise of warrants |
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||
Changes in non-controlling interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) |
|
|
|
|
|
| ||||||||||
Dividends distribution |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) | |||||||
Other changes in shareholders' equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
|
| ||||||||||
Capitalization of irrevocable contributions |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||
Integration of irrevocable contributions |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||
Balance as of June 30, 2024 restated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||
(i) Includes ARS 28 of inflation adjustment of Treasury shares. See Note 19 to these Consolidated Financial Statements.
(ii) Group’s other reserves for the year ended June 30, 2024 were as follows:
|
| Cost of treasury shares |
|
| Reserve for currency translation adjustment |
|
| Reserve for future dividends |
|
| Reserve for the acquisition of securities issued by the Company |
|
| Special reserve |
|
| Other reserves (i) |
|
| Total other reserves |
| |||||||
Balance as of June 30, 2023 |
|
| ( | ) |
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Other comprehensive (loss) / income for the period |
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) | |||||
Total comprehensive (loss) / income for the period |
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) | |||||
Assignment of results - Shareholders’ meeting |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Issuance of shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Repurchase of treasury shares |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) | |||||
Reserve for share-based payments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
| ||||||
Changes in non-controlling interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | |||||
Dividends distribution |
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
| ( | ) | |||||
Other changes in shareholders' equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Balance as of June 30, 2024 |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
(i) 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.
| Alejandro G. Elsztain Vice President II |
| F-9 |
| Table of Contents |
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria |
Consolidated Statement of Changes in Shareholders’ Equity
for the fiscal years ended June 30, 2025, 2024 and 2023
(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 |
|
| Other reserves (iii) |
|
| Retained earnings |
|
| Subtotal |
|
| Non-controlling interest |
|
| Total Shareholders' equity |
| ||||||||||||
Balance as of June 30, 2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||
Adjustment to prior year results (ii) |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) | |||||||||
Balance as of June 30, 2022 restated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||
Profit for the year restated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||
Other comprehensive income for the year |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||
Total comprehensive income for the year restated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||
Assignment of results - Shareholders’ meeting |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
|
| |||||||||||
Issuance of shares |
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
Repurchase of treasury shares |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) | |||||||
Reserve for share-based payments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||
Exercise of warrants |
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||
Changes in non-controlling interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | ||||||||||
Dividend distribution |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) | |||||||
Other changes in shareholders' equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||
Capitalization of irrevocable contributions |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||
Incorporation by business combination |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||
Balance as of June 30, 2023 restated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||
(i) Includes ARS 11 of inflation adjustment of Treasury shares.
(ii) See Note 1 to these Consolidated Financial Statements.
(iii) Group’s other reserves for the year ended June 30, 2023 were as follows:
|
| Cost of treasury shares |
|
| Reserve for currency translation adjustment |
|
| Reserve for the acquisition of securities issued by the Company |
|
| Special reserve |
|
| Other reserves (i) |
|
| Total other reserves |
| ||||||
Balance as of June 30, 2022 |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
| ||||
Other comprehensive income for the year |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Total omprehensive income for the year |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Assignment of results - Shareholders’ meeting |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Issuance of shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Repurchase of treasury shares |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) | ||||
Reserve for share-based payments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Changes in non-controlling interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Dividends distribution |
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) | ||||
Other changes in equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
| |||||
Balance as of June 30, 2023 |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
(i) 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.
| Alejandro G. Elsztain Vice President II |
| F-10 |
| Table of Contents |
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria |
Consolidated Statement of Cash Flows
for the fiscal years ended June 30, 2025, 2024 and 2023
(All amounts in millions of Argentine Pesos, except otherwise indicated)
|
| Note |
|
| 06.30.2025 |
|
| 06.30.2024 Restated (i) |
|
| 06.30.2023 Restated (i) |
| ||||
Operating activities: |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Net cash generated from operating activities before income tax paid |
|
| 16 |
|
|
|
|
|
|
|
|
|
| |||
Income tax paid |
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Net cash generated from operating activities |
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Investing activities: |
|
|
|
|
|
|
|
|
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|
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Proceeds from the sale of participation in associates and joint ventures |
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Capital contributions to associates and joint ventures |
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Contributions in associates and joint ventures pending of subscription |
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Acquisition and improvement of investment properties |
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Proceeds from sales of investment properties |
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Acquisitions and improvements of property, plant and equipment |
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Acquisition of intangible assets |
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Proceeds from sales of property, plant and equipment |
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Dividends collected from associates and joint ventures |
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Proceeds from loans granted |
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Acquisitions of investments in financial assets |
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Proceeds from disposal of investments in financial assets |
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Interest received from financial assets |
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Payments of derivative financial instruments, net |
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Net cash (used in) / generated from investing activities |
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Financing activities: |
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Borrowings, issuance and new placement of non-convertible notes |
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Payment of borrowings and non-convertible notes |
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(Payment) / obtaining of short term loans, net |
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Interest paid |
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Capital contributions from non-controlling interest in subsidiaries |
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Lease liabilities paid |
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Repurchase of treasury shares |
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| ( | ) |
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Dividends paid |
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Exercise of warrants |
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Repurchase of non-convertible notes |
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| ( | ) |
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| ( | ) |
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Net cash generated from / (used in) financing activities |
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| ( | ) |
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Net increase / (decrease) in cash and cash equivalents |
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| ( | ) |
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Cash and cash equivalents at the beginning of the year |
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| 16 |
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Foreign exchange gain on cash and unrealized fair value result for cash equivalents |
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Inflation adjustment |
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| ( | ) |
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| ( | ) |
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Cash and cash equivalents at the end of the year |
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| 16 |
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(i) See Note 1 to these Consolidated Financial Statements.
The accompanying notes are an integral part of these Consolidated Financial Statements.
| Alejandro G. Elsztain Vice President II |
| F-11 |
| Table of Contents |
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria |
Notes to Consolidated Financial Statements
(Amounts in millions, except otherwise indicated)
1. The Group’s business and general information
Cresud was founded in 1936 as a subsidiary of Credit Foncier, a Belgian company primarily engaged in providing rural and urban loans in Argentina and administering real estate holdings foreclosed by Credit Foncier. Credit Foncier was liquidated in 1959, and as part of such liquidation, the shares of Cresud were distributed to Credit Foncier’s shareholders. From the 1960s through the end of the 1970s, the business of Cresud shifted exclusively to agricultural activities.
In 2002, Cresud acquired a
Cresud and its subsidiaries are collectively referred to hereinafter as the Group.
Main shareholders´ of the Company are jointly Inversiones Financieras del Sur S.A., Agroinvestment S.A and Consultores Venture Capital Uruguay S.A.. These entities are companies incorporated in Uruguay and belong to the same controlling group and the ultimate beneficiary is Eduardo S. Elsztain.
The Board of Directors has approved these Financial Statements for issuance on October 23, 2025.
As of June 30, 2025, the Group operates in two major lines of business: (i) agricultural business and (ii) urban properties and investments business.
Agricultural Business
Within the agricultural business, the Group, through Cresud, engaged in the operation of crop production, cattle feeding, raising, fattening and slaughtering, milk production, sugarcane production, brokerage activities and sale of supplies. The Group currently has agricultural operations and investments in Argentina, Brazil, Paraguay and Bolivia.
Cresud's shares are listed on the BYMA (BYMA: CRES) and the NASDAQ (NASDAQ: CRESY). The shares of our subsidiary BrasilAgro are listed and traded on both the Novo Mercado del BOVESPA (SAO: AGRO3) and the NYSE (NYSE: LND).
Urban Properties and Investments Business
The activities of the urban properties and investments business are carried out mainly through IRSA. Through IRSA, the Group manages, develops and owns 16 shopping malls in Argentina, 5 office buildings, 3 hotels and an extensive land reserve for future mixed-use developments, and since 2009 it has entered the US real estate market, mainly through the acquisition of non-controlling interests in office buildings and hotels. Indistinctly through IRSA, the Group also develops residential properties for sale. The Group uses the term “real estate” interchangeably in these Consolidated Financial Statements to denote investment activities, development and/or sale of properties.
The activities of the “Others” segment of the Group are carried out mainly through BHSA, in which IRSA holds, directly and indirectly, a
| F-12 |
| Table of Contents |
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria |
Economic context in which the Group operated - Argentina
The Group carried out its activities mainly in Argentina, in an economic environment characterized by significant fluctuations in key macroeconomic variables. The most relevant aspects are summarized below:
| · | Economic Activity: In the second half of 2024, |
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| · | Exchange Rate: |
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| · | Fiscal Surplus: |
Between the second half of 2024 and the first half of 2025, the Government maintained fiscal surplus as the cornerstone of its economic policy, complemented by deregulation measures, structural reforms, and changes in the tax and trade system. The main measures included:
| · | In the second half of 2024, Congress enacted the “Law of Bases and Starting Points for the Freedom of Argentinians,” which granted legislative powers to the Executive Branch in key areas until the end of 2025 and introduced an incentive regime for large investments (RIGI). |
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| · | In tax and agribusiness matters, export duties were eliminated for dairy, pork, and certain beef cuts, while rates were reduced for cattle, poultry, wheat, and barley. In parallel, inflation showed a downward trend, and a fiscal surplus was achieved during the year. |
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| · | In the first half of 2025, an agreement was signed with the International Monetary Fund for USD |
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| · | In the agricultural sector, a temporary reduction of export duties on grains was implemented to encourage exports, and live cattle exports were reauthorized. Additionally, beef export duties were reduced from |
The Company’s Board of Directors continuously monitors the evolution of variables affecting its business in order to define its course of action and identify potential impacts on its financial position and results. The Group’s financial statements should be read in light of these circumstances.
| F-13 |
| Table of Contents |
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria |
Economic context in which the Group operated - Brazil
New Tariffs Imposed by the United States of America – Impact Analysis
The recent tariff measures adopted by the United States on agricultural products have created an environment of uncertainty in the international market. The implementation and subsequent partial revocation of such tariffs over brief periods have generated instability, hindering the establishment of reliable parameters for projections and significantly increasing volatility in commodity and foreign exchange markets.
The main points of attention are as follows:
| · | Uncertainty in measures and increased volatility: it is still premature to conclude on the definitive impacts, given that the tariffs have been implemented intermittently. |
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| · | Potential competitiveness gains for Brazil: should U.S. tariffs remain in place on agricultural exports to certain markets, Brazilian agricultural products could indirectly benefit, strengthening their international competitiveness. |
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| · | Effects on commodity prices: the imposition of tariffs tends to exert downward pressure on international agricultural commodity prices. Conversely, this may lead to improved export premiums for products such as soybeans, corn, and cotton, benefiting producers and exporters. |
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| · | Exchange rate volatility and economic effects: heightened international instability has increased foreign exchange volatility. These fluctuations directly affect production costs – due to the import of inputs – and revenues tied to exports, requiring the Company to adopt more rigorous financial and hedging strategies to mitigate risks and protect margins. |
BrasilAgro continues to permanently monitor U.S. trade policies and their effects on global markets. The focus remains on strategic risk management and the identification of opportunities to expand product competitiveness, ensuring operational sustainability and stable results even in adverse scenarios.
Risks Associated with Climate Change
In the State of Bahia, the occurrence of water deficits between February and March significantly affected the development of cotton, bean, and soybean crops, compromising agricultural productivity in the region.
In Mato Grosso, excessive rainfall during the harvest period negatively impacted soybean quality, increasing the proportion of damaged grains. In addition, delays in the onset of rains affected the planting calendar in certain areas, making crop establishment more difficult.
With respect to sugarcane cultivation, adverse effects continue as a result of the fires recorded in 2024 and the drought that occurred at the beginning of 2025, both of which compromised sugarcane yields. Despite the rains recorded at the end of 2024, the main productivity indicators, such as TCH (tons of cane per hectare) and ATR (total recoverable sugars), remained below initial projections.
Retroactive Restatement of Previously Issued Financial Statements – Correction in the Inflation Adjustment of the Share Premium Related to the Exercise of Warrants
While preparing the financial statements for the year ended June 30, 2025, the Company’s management identified an error in the computation of the inflation adjustment of the share premium arising from the exercise of warrants during the fiscal years ended June 30, 2024, 2023, and 2022.
This error resulted in a duplication of the recognition of the inflation adjustment of the share premium related to the exercise of warrants, which led to an incorrect inflation adjustment loss reported in the income statement for those years. This error also impacts other items such as management fees, which should have resulted in a higher income tax carryforward. However, since tax loss carryforwards are provided for, this correction did not affect the income tax charge for the years presented.
| F-14 |
| Table of Contents |
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria |
As a result of the foregoing, the Company retroactively restated the affected items of its previously issued financial statements, correcting the identified error in accordance with IAS 8. The impacts were determined for each of the relevant fiscal years and are detailed below:
|
| 06.30.2024 As previously reported |
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| RECPAM (Inflationary effect) |
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| 06.30.2024 |
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| Error correction |
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| 06.30.2024 Restated |
| |||||
Current liabilities |
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Trade and other payables |
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Total Current liabilities |
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TOTAL LIABILITIES |
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SHAREHOLDERS’ EQUITY |
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Shareholders' equity |
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| ( | ) |
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TOTAL SHAREHOLDERS' EQUITY |
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| ( | ) |
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|
| 06.30.2024 As previously reported |
|
| RECPAM (Inflationary effect) |
|
| 06.30.2024 |
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| Error correction |
|
| 06.30.2024 Restated |
| |||||
Management fees |
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| ( | ) |
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| ( | ) |
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| ( | ) |
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Loss from operations |
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Inflation adjustment |
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Financial results, net |
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Profit for the year |
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Profit for the year per share attributable to equity holders of the parent: |
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Basic |
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Diluted |
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|
| 06.30.2024 As previously reported |
|
| RECPAM (Inflationary effect) |
|
| 06.30.2024 |
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| Error correction |
|
| 06.30.2024 Restated |
| |||||
Net cash generated from operating activities before income tax paid |
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Net cash generated from operating activities |
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Exercise of warrants |
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Net cash used in financing activities |
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| ( | ) |
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| ( | ) |
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| ( | ) |
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| ( | ) |
|
| 06.30.2023 As previously reported |
|
| RECPAM (Inflationary effect) |
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| 06.30.2023 |
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| Error correction |
|
| 06.30.2023 Restated |
| |||||
Current liabilities |
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Trade and other payables |
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Total Current liabilities |
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TOTAL LIABILITIES |
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SHAREHOLDERS’ EQUITY |
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Shareholders' equity |
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| ( | ) |
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TOTAL SHAREHOLDERS' EQUITY |
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| ( | ) |
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|
| 06.30.2023 As previously reported |
|
| RECPAM (Inflationary effect) |
|
| 06.30.2023 |
|
| Error correction |
|
| 06.30.2023 Restated |
| |||||
Management fees |
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| ( | ) |
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| ( | ) |
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| ( | ) |
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| ( | ) |
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Loss from operations |
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Inflation adjustment |
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Financial results, net |
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Profit for the year |
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Profit for the year per share attributable to equity holders of the parent: |
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Basic |
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Diluted |
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|
| 06.30.2023 As previously reported |
|
| RECPAM (Inflationary effect) |
|
| 06.30.2023 |
|
| Error correction |
|
| 06.30.2023 Restated |
| |||||
Net cash generated from operating activities before income tax paid |
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Net cash generated from operating activities |
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Exercise of warrants |
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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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| ( | ) |
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| ( | ) |
| F-15 |
| Table of Contents |
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria |
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, 2025.
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,
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, 2025 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).
| F-16 |
| Table of Contents |
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria |
The principal inflation adjustment procedures are the following:
| - | Monetary assets and liabilities that are already recorded at the measuring unit as of the balance sheet’s 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 in 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. |
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” account. |
| - | The currency translation was restated in real terms. |
| - | Other comprehensive income/ (loss) was restated as from each accounting allocation. |
| - | The other reserves were restated from the initial application. |
In relation to the inflation index to be used 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. Then, from January 2017, the National Consumer Price Index (National CPI) will be considered. The table below shows the evolution of these indexes in the last two fiscal years and as of June 30, 2025 according to official statistics (INDEC) following the guidelines described in Resolution 539/18:
Price variation |
| June 30, 2023 |
|
| June 30, 2024 |
|
| June 30, 2025 |
|
| Cumulative as of June 30, 2025 (3 years) |
| ||||
Annual |
|
| % |
|
| % |
|
| % |
|
| 1,017 | % | |||
As a consequence of the aforementioned, these financial statements as of June 30, 2025 were restated in accordance with IAS 29.
(b) Current and non-current classification
The statement of financial position presents a distinction between current and non-current assets and liabilities, based on the entity’s operating cycle and the rights existing as of the reporting date. Assets and liabilities are classified as current when they are expected to be realized, settled, or when the entity has the right to do so within twelve months after the reporting period end.
For liabilities, classification is determined by whether, at the reporting date, the entity has an unconditional right to defer settlement for at least twelve months. Classification is not affected by management’s expectations or events occurring after the reporting date.
All other assets and liabilities are classified as non-current. Current and deferred income tax assets and 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, references to “BRL” are millions of Brazilian reais, 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.
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(e) Accounting criteria
See Notes 2.2 through 2.27 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 on financing related to 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.
(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 standards and amendments that may potentially have an impact on the Group at the time of application are outlined below.
Standards and amendments 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. | 06-30-2025
|
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. | 06-30-2025
|
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. | 06-30-2025 |
The adoption of these amendments has not had a material impact for the Group.
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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 |
Amendments to IAS 21 - Lack of Exchangeability
| In August 2023, the IASB amended IAS 21 to add requirements to help entities to determine whether a currency is exchangeable into another currency, and the spot exchange rate to use when it is not. Prior to these amendments, IAS 21 set out the exchange rate to use when exchangeability is temporarily lacking, but not what to do when lack of exchangeability is not temporary. | Annual periods beginning on or after 1st January 2025. Early application is allowed, although it has not been approved by the CNV as of the date of issuance of these Consolidated Financial Statements. |
Amendments to the Classification and Measurement of Financial Instruments – Amendments to IFRS 9 and IFRS 7 | On 30 May 2024, the IASB issued targeted amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures to respond to recent questions arising in practice, and to include new requirements not only for financial institutions but also for corporate entities. These amendments: (a) clarify the date of recognition and derecognition of some financial assets and liabilities, with a new exception for some financial liabilities settled through an electronic cash transfer system; (b) clarify and add further guidance for assessing whether a financial asset meets the solely payments of principal and interest (SPPI) criterion; (c) add new disclosures for certain instruments with contractual terms that can change cash flows (such as some financial instruments with features linked to the achievement of environment, social and governance targets); and (d) update the disclosures for equity instruments designated at fair value through other comprehensive income (FVOCI). The amendments in (b) are most relevant to financial institutions, but the amendments in (a), (c) and (d) are relevant to all entities. | Annual periods beginning on or after 1st January 2026. Early application is allowed, although it has not been approved by the CNV as of the date of issuance of these Consolidated Financial Statements.
|
IFRS 18 Presentation and Disclosure in Financial Statements
| This is the new standard on presentation and disclosure in financial statements, which replaces IAS 1, with a focus on updates to the statement of profit or loss. The key new concepts introduced in IFRS 18 relate to: • the structure of the statement of profit or loss with defined subtotals; • requirement to determine the most useful structure summary for presenting expenses in the statement of profit or loss • required disclosures in a single note within 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 • enhanced principles on aggregation and disaggregation which apply to the primary financial statements and notes in general | 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 Consolidated Financial Statements.
|
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 it applies instead 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: • it does not have public accountability; and • it has an ultimate or intermediate parent that produces Consolidated Financial Statements available for public use that comply with IFRS Accounting Standards. | 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 Consolidated Financial Statements.
|
Management is studying the impact that these new regulations and modifications will have on 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.
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.
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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 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 principal are listed below:
Agricultural Business
% of ownership interest held by the Group | |||||||
Name of the entity |
| Country |
| Principal activity | 06.30.2025 | 06.30.2024 | 06.30.2023 |
Cresud's direct equity interest in: | |||||||
Brazil | |||||||
Argentina | |||||||
Uruguay | |||||||
Argentina | |||||||
Argentina | |||||||
Brasilagro's direct equity interest in: | |||||||
Brazil | |||||||
Brazil | |||||||
Brazil | |||||||
Brazil | |||||||
Brazil | |||||||
Brazil | |||||||
Brazil | |||||||
Brazil | |||||||
Paraguay | |||||||
Paraguay | |||||||
Brazil | |||||||
Bolivia | |||||||
Bolivia | |||||||
Bolivia | |||||||
Bolivia | |||||||
Futuros y Opciones.Com. S.A.'s direct equity interest in: | |||||||
Argentina | |||||||
Argentina | |||||||
Chile | |||||||
Helmir S.A.'s direct equity interest in: | |||||||
Uruguay | |||||||
(1) | The Group exercises “de facto control” over BrasilAgro as a result of (i) the percentage and concentration of voting rights of the Group, and the absence of other shareholders with significant voting rights, (ii) the absence of a voting agreement among the other shareholders to vote together as a group, and (iii) the record of attendance to Shareholders’ Meetings and the record of votes casted by the other shareholders; the Group’s effective control to direct BrasilAgro’s relevant activities has been exercised through its seat in the Board of Directors. See Note 7 for further information regarding to BrasilAgro. |
(2) | Includes interest indirectly held through Helmir. |
(3) | As of June 30, 2025, 2024 and 2023, the Group owns 51.75%, 51.75% and 50.10% of the common shares of Futuros y Opciones S.A (FyO), respectively. The preferred options held by FyO management have only economic rights, the voting rights are held by common shareholders. |
(4) | Includes indirect participation of Cresud through Helmir as of June 30, 2024 and 2023, respectively. As of June 30, 2025 Helmir does not own any stake in IRSA. |
(5) | Includes direct participation of Cresud. |
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Urban Properties and Investments Business
% of ownership interest held by the Group | |||||||
Name of the entity |
| Country |
| Principal activity | 06.30.2025 | 06.30.2024 | 06.30.2023 |
IRSA's direct equity interest: | |||||||
Argentina | |||||||
Argentina | |||||||
Argentina | |||||||
Argentina | |||||||
Argentina | |||||||
Argentina | |||||||
Uruguay | |||||||
Uruguay | |||||||
Argentina | |||||||
Argentina | |||||||
Argentina | |||||||
Argentina | |||||||
Argentina | |||||||
Argentina | |||||||
Uruguay | |||||||
Argentina | |||||||
Argentina | |||||||
Argentina | |||||||
Argentina | |||||||
Argentina | |||||||
Tyrus S.A.'s direct equity interest in: | |||||||
Bermudas/ Netherlands | |||||||
United States | |||||||
United States | |||||||
British Virgin Islands | |||||||
Bermudas | |||||||
United States | |||||||
DFL's direct equity interest in: | |||||||
Israel | |||||||
Israel | |||||||
(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 shareholders agreement that confers its majority of votes in decision-making process. |
(2) | Liquidated in September 2023. |
(3) | Includes Tyrus’ and IRSA’s equity interests. |
(4) | Merged into IRSA as of July 1, 2024. |
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. Quantitatively, the Group considers significant those entities that individually represent at least 20% of the equity attributable to the total non-controlling interest at the end of each year. Likewise, within the qualitative aspects, the specific risks to which each individual entity is exposed, its performance and the importance that each entity has within the Group are taken into account, among other factors.
(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.
Summarized financial information on subsidiaries with material non-controlling interests and other information are included in Note 7.
(c) Disposal of subsidiaries with loss of control
When the Group ceases to have control over a subsidiary, 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.
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(d) Associates and joint arrangements
Investments in associates and joint ventures are accounted for under the equity method. Under the equity method of accounting, 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 determines at each reporting date whether there is any objective evidence that the investment in associates and joint ventures is impaired. If this is the case, the Group calculates the amount of impairment as the difference between the recoverable amount of the joint venture and its carrying value and recognizes such difference in "Share of profit / (loss) of associates and joint ventures" in the Consolidated Statement of Income and Other Comprehensive Income.
Profits and losses resulting from transactions between the Group and the associate are recognized in the Group's financial statements only to the extent of the interests in the associates 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 are modified to ensure uniformity within Group policies.
The Group takes into account quantitative and qualitative aspects to determine which investments in associates are considered significant.
Note 8 includes summary financial information and other information of the Group's associates.
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 denominated 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.
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(c) Group companies
The results and financial position of all the Group entities (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:
| (a) | assets, liabilities and goodwill for each Consolidated Statement of Financial Position presented are translated at the closing rate at the date of that financial position; |
| (b) | income and expenses for each Statement of Comprehensive Income and Other 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 |
| (c) | all resulting exchange differences are recognized in the Consolidated Statement of Comprehensive 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 properties also includes properties that are 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.
Additionally, the Group reflects the value of economically “buildable potentials” in those properties that meet the following requirements: a) have buildable potential that is 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 property under IAS 40 “Investment Property”.
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 (as well 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. The 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 but only when activities necessary to prepare the asset for redevelopment are in progress.
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After initial recognition, investment properties are carried at fair value. Investment properties that are being redeveloped for continuing use as investment properties 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. Investment properties under construction for which the fair value cannot be determined reliably, but for which the Group expects that the fair value of the property will be reliably 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, fair value of farmlands, 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 (Level 2). If this information is not available, the Group uses alternative valuation methods, such as recent prices in less active markets or discounted cash flow projections.
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 Resolution 576/10 of the CNV, valuations are performed as of the financial position date by accredited professional appraisers who have recognized and relevant 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.
Subsequent expenditure is 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 of the asset 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 Comprehensive Income and Other Comprehensive Income under the line item “Net 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 or the Group’s intention for its commercialization is modified, 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 to investment property, depending on the purpose the Group decides to assign to it; 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 an investment property when it considers it is not core to its ongoing rental business activities. Where the Group disposes of a property at fair value in an arm’s length transaction, the carrying value immediately prior to the sale is adjusted to the transaction price, and the adjustment is recorded in the Statement of Comprehensive Income and Other Comprehensive Income in the line “Net (loss) / gain from fair value adjustments of investment properties”.
Investment properties are derecognized when they are disposed of, bartered or when they are permanently withdrawn from use and no future economic benefits are expected to arise from their disposals. The disposal or barter 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.
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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 Comprehensive 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, as well as improvements to real estate, among others.
The Group also has some hotel properties. Based on the respective contractual arrangements with hotel managers and/or given their directly operated 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 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.
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 recognized 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, 2025 is as follows:
Buildings and facilities | |
Machinery and equipment | |
Others |
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 and losses 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. Gains and losses from the disposal of farmlands are disclosed within “Gains from disposal of farmlands” in the Consolidated Statement of Income and Other Comprehensive Income. All other gains and losses from the disposal of property, plant and equipment items are recognized within “Other operating results, net” in the Consolidated Statement of Comprehensive 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.
Group's sugarcane fields are recognized as bearer plants under the definition included in IAS 41. For this reason, they are accounted as property, plant and equipment and are valued at amortized cost.
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.
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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 2.23 for the recognition of rental income.
A Group company is the lessee
The Group has entered into some operating lease agreements, mainly related to agribusiness activities. By virtue of these contracts, the Group leases land open for agricultural exploitation during one or more crop seasons. The lease price is generally set at a fixed amount in dollars or at a certain number of quintals of soybeans (or equivalent measurement unit) during the entire lease term. Lease payments can be made in installments or in advance at the beginning of the lease. The lease costs are recognized in the Consolidated Statement of Income and Other Comprehensive Income in relation to the degree of ripeness of the harvest since the Group considers that this systematic base is more representative of the time pattern of the leases’ benefits.
Additionally, the Group maintains other operating leases not related to agricultural activity, mainly associated with the leasing of offices. Payments, including prepayments, made under operating leases (net of any incentives received from the lessor) are charged to the Consolidated Statement of Income and Other Comprehensive Income on a straight-line basis over the period of the lease.
The Group acquires certain specific assets (especially machinery, computer equipment and real estate operating 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 8.00% 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 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.
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 recorded in the Consolidated Statement of Income and Other Comprehensive Income and 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, 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.
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(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.
(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. Upon receipt, such units will be classified according to the intended use of the asset. When the Group’s intention is to sell the rights without waiting for the delivery of the units, these rights are recognized as trading properties.
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 comprise those properties either intended for sale or in the process of construction for subsequent sale. Trading properties are measured at cost, limited to their recoverable amount. 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.
Supplies used in the Group's agricultural activities comprise fertilizers, agrochemicals, vaccines, seeds, feed for livestock and other items, while the harvested agricultural produce comprise harvested grains and cropped sugar cane.
For the Group’s operations in Argentina and Brazil, harvested crops are perpetually measured at net realizable value until the point of sale because there is an active market for such products, there is a negligible risk that the produce will not be sold and there is a well-established practice in the industry of measuring the inventories at net realizable value. Changes in net realizable value are recognized in the Consolidated Statement of Income and Other Comprehensive Income in the year in which they arise under the line item “Changes in net realizable value of agricultural produce after harvest”.
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.
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The cost of consumable supplies, materials and other assets is determined using the weighted average cost method, the cost of inventories of mobile phones, related accessories and spare parts is priced under the moving average 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 are recorded at the cash cost and the difference between that and the actual amount paid is treated as finance cost.
Inventories are measured at the lower of cost or net realizable value.
2.12 Biological assets and agriculture produce at the point of harvest
Biological assets comprise unharvested crops (mainly corn, wheat, soybeans and sunflower), sugarcane, livestock (breeding and dairy cattle and cattle held for sale) and other less significant biological assets such as sheep and tree plantations.
The Group distinguishes between consumable and bearer biological assets. Consumable biological assets are those assets that may be harvested as agricultural produce or sold as biological assets, for example livestock held for sale. Bearer biological assets are those assets capable of producing more than one harvest, for example sugarcane, dairy cattle and breeding cattle. Consumable biological assets are generally classified as current while bearer biological assets are generally classified as non-current.
Expenses relating to the agricultural activity include items such as planting, harvesting, irrigation, agrochemicals, fertilizers, veterinary services and others. The Group elected to capitalize all costs as part of the biological assets.
The line item “Cost of sales and services from agricultural business” within “Costs” in the Consolidated Statement of Income and Other Comprehensive Income represents the recognition as an expense of agricultural produce held in inventory, valued at either cost or net realizable value, as applicable, or biological assets valued at fair value less costs to sell.
Either the fair value of a biological asset in its present location and condition is determined based on the present value of expected net cash flows from the biological asset discounted at a current market-determined pre-tax rate or the current quoted market price in the most relevant market.
Biological assets are measured at fair value less costs to sell on initial recognition and at each Consolidated Statement of Financial Position date, except where fair value cannot be reliably measured. Cost approximates fair value when little or no biological transformation has taken place since the costs were originally incurred or the impact of biological transformation on price is not expected to be material. Costs to sell include all incremental costs directly attributable to the sale of the biological assets, excluding finance costs and income taxes.
Additionally, the Group’s costs of planting the sugarcane are accounted for as property, plant and equipment and are valued at amortized cost. The growing agricultural product of sugarcane is classified as a biological asset and valued at fair value less costs to sell.
The gain or loss arising from initial recognition of a) agricultural produce and b) biological assets at fair value less costs to sell and from a change in fair value less costs to sell of a biological asset is recognized in profit or loss in the year in which occur within the line item “Initial recognition and changes in fair value of biological assets and agricultural produce at the point of harvest”.
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2.13 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 flows 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.
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 though 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 whether there is objective evidence that a financial asset or group of financial assets measured at amortized cost is impaired. 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 Consolidated 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.
2.14 Derivative financial instruments and options
Derivative financial instruments are measured at fair value.
The Group manages exposures to various risks using different financial instruments. The Group does not use derivative financial instruments for speculative purposes. To date, the Group has used future contracts, put and call options, and foreign currency forward contracts, as appropriate.
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Trading derivatives are classified as current assets or liabilities in the Consolidated Statement of Financial Position. Gains and losses on derivatives are classified according to their nature. Gains and losses on commodity derivatives are classified within the line item “Other operating income, net” in the Consolidated Statement of Income and Other Comprehensive Income. Gains and losses on all other derivatives are classified within the line item “Financial results, net” in the Consolidated Statement of Income and Other Comprehensive Income.
The fair values of financial instruments that are traded in active markets are measured by reference to quoted market prices. The fair value of financial instruments that are not quoted in an active market is determined by using valuation techniques. The Group selects from a variety of valuation methods and uses assumptions that are mainly based on existing market conditions at each year-end.
2.15 Groups of assets and liabilities held for sale
Groups of assets and liabilities are classified as held for sale when the Group is expected to recover their value by means of a sale transaction (rather than through use) and where such sale is highly probable. Groups of assets and liabilities held for sale are valued at the lower of their net book value and fair value less selling costs.
2.16 Trade and other receivables
Trade receivables are initially recognized 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.
For significant non-homogeneous receivables, the Group generally measures impairment based on an individual analysis. When they are evaluated individually, the Group recognizes the allowance 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, 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, represent 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 calculated as 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 by the allowance, 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 recognized in the line “Selling expenses” in the Consolidated Statement of Income and Other Comprehensive Income.
2.17 Trade and other payables
Trade payables are initially recognized at fair value and subsequently measured at amortized cost using the effective interest method.
2.18 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.
2.19 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.
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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.
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.
2.20 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) Defined benefit plans
The Group’s net obligation concerning defined benefit plans are calculated on an individual basis for each plan, estimating the future benefits employees have gained in exchange for their services in the current and prior periods. The benefit is disclosed at its present value, net of the fair value of the plan assets. Calculations are made on an annual basis by a qualified actuary.
(e) 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.
2.21 Current income tax, deferred income tax and minimum presumed 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 Consolidated Statement 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 Consolidated Statement 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.
2.22 Cash and cash equivalents
Cash and cash equivalents include cash on hand, deposits held with banks, and other short-term liquid investments with original maturities of three months or less. Bank overdrafts are not included.
2.23 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.
Agricultural activities
Revenue from Group’s agricultural activities comes primarily from sales of agricultural produce and biological assets, from provision of services related to the activity and from leases of farmlands.
The Group also provides agricultural-related (including but not limited to watering and feedlot services) and brokerage services to third parties. Revenue from services are recognized when services are effective rendered.
The Group also leases land to third parties under operating lease agreements. Lease income is recognized on a straight-line basis over the period of the lease.
| · | Sale of goods |
Revenue from sales of grains and sugarcane sales is recognized when performance obligations are met, which consists of transforming the significant risks and benefits of ownership of the goods are transferred to the purchaser, usually when the products are delivered to the purchaser at the determined location, according to the agreed sales terms.
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In the case of grains, the Group normally enters into forward contracts under which the Group is entitled to determine the sale price for the total or partial volume of grains sold, through the delivery date, based on formulas contractually agreed upon. In some cases, the formulas used to determine the sales price are stated in U.S. Dollars.
Upon the delivery of grains, revenue is recognized based on the price determined for each client considering the foreign exchange rate on the delivery date when applicable. After the grains are delivered to the client, the quality and final weight are assessed, and the final price of the transaction is agreed upon, which result in adjusting the original contractual amounts, and any foreign exchange rate variation through the settlement date.
| · | Sale of farms |
Revenue from sale of farms is not recognized until performance obligations are met, which consists of: (i) the sale be in completed, (ii) the Group has determined that it is probable the buyer will pay, (iii) the amount of revenue can be measured reliably, and (iv) the Group has transferred all risks and rewards to the buyer and does not have a continuing involvement. Usually this coincides with the buyer making the first down payment, moment when the transfer of possession is completed, according to the contractual terms. The result from sales of farms is presented in the Consolidated Statement of Income and Other Comprehensive Income as “Gain from disposal of farmlands” net of the related cost.
| · | Sales of beef cattle |
Revenue from the sale of beef cattle is recognized when performance obligations are met, which consists of transferring the material risks and the benefits of cattle ownership to the buyer, usually when the cattle is delivered to the buyer at the specified place, in accordance with the terms of the sale agreed upon.
As for the sale of beef cattle, the Group’s operation consists basically of a project involving the production and sale of beef calves after weaning (this process is called rearing). However, some animals that prove to be infertile may be sold to meat packers for slaughtering. At Paraguay operations, the project consists in fattening and selling these animals for slaughtering. The pricing for sale of cattle is based on the market price of the arroba of fed cattle in the respective market (the arroba price is verified on the transaction date), the animal weight, plus the premium related to the category. The sale of cattle in Brazil and Paraguay operations, in turn, considers the price of the arroba of fed cattle or heifer/cow on the date of sale in the respective market, applied to carcass yields.
Urban properties and investments activities
| · | · Rental and services - Shopping malls portfolio |
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 law, 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. See details in Note 24.
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 at that time 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.
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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.
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 requires 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 (except where payment or completion is expected to occur significantly after exchange). 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.
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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 Consolidated Statement of Income and Other Comprehensive 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 |
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.
2.24 Cost of sales
Cost of sale of urban property business and investments:
The cost of sales includes the cost of selling the operation and management of shopping malls maintained by the Group as part of its real estate investments.
Cost of sales of agricultural business:
The line " Cost of sales and services from agricultural business" within the Group's costs in the Consolidated Statement of Income and Other Comprehensive Income represents the cost of sales of agricultural products included in inventories, valued at cost or net realizable value, as appropriate, or biological assets valued at fair value less costs to sell.
See Notes 2.11 and 26 to these financial statements for more information about Costs.
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2.25 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 is 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.
2.26 Share capital
Common 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.
2.27 Comparability of information
The balances as of June 30, 2024 and 2023 that are disclosed for comparative purposes were restated in accordance with IAS 29, see Note 2.1. Certain figures have been corrected and adjusted for the purposes of comparative presentation with those of the current financial year (See Note 1).
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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.
Estimation | Main assumptions | Potential implications | Main references |
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 |
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 – Scope of consolidation; “de facto control” |
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 9. | Incorrect valuation of investment property values
| Note 9 – Investment properties
|
Income tax | The Group estimates the income tax payable for transactions involving uncertain tax positions, where the tax authority’s interpretation 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 23 – 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 17 – Trade and other receivables
|
Level 2 and 3 financial instruments | Main assumptions used by the Group are: · 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.
| Incorrect recognition of a charge to income / (loss).
| Note 16 – Financial instruments by category |
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 21 – 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 16 – Financial instruments by category (Financial liabilities) |
Biological assets | Main assumptions used in valuation are yields, production costs, selling expenses, forwards of sales prices, discount rates. | Wrong recognition/valuation of biological assets. See sensitivities modeled on these parameters in Note 13.
| Note 14 – Biological assets |
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4. Acquisitions and disposals
Significant acquisitions and disposals for the fiscal year ended June 30, 2025 are detailed below.
Agricultural business
Acquisition of “Agrícola Nova Horizonte” - BrasilAgro
On August 6, 2024, after fulfilment of the condition’s precedent, the closing agreement was signed and BrasilAgro assumed control of the operations. As of that date, the assets and liabilities of the acquired company were consolidated.
The total value of the acquisition was BRL
Sale of fraction of “Alto Taquari” farm- BrasilAgro
The amount to be paid was 1,272,274 bags of soybeans, equivalent to BRL
Sale of fraction of “Rio do meio” farm– BrasilAgro
The sale price was 54,053 bags of soybeans, equivalent to BRL
The gain on this sale has been recognized in the line “Gain from disposal of farmlands” in the Consolidated Statement of Income and Other Comprehensive Income for a total amount of ARS
Sale of fraction of “Los Pozos” farm - CRESUD
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The gain on this sale has been recognized in the line “Gain from disposal of farmlands” in the Consolidated Statement of Income and Other Comprehensive Income for a total amount of ARS
Sale of the entire “Preferencia” farm – BrasilAgro
The sale price was agreed at 452,342 arrobas of cattle (6,785,130 kg), equivalent to BRL
The gain on this sale has been recognized in the line “Gain from disposal of farmlands” in the Consolidated Statement of Income and Other Comprehensive Income for a total amount of ARS
Urban property business and investments
Purchase of property adjacent to Alto Avellaneda shopping mall - IRSA
On August 1, 2024, IRSA acquired a property adjacent to its Alto Avellaneda shopping mall, located at Gral. Güemes 861, Avellaneda, Province of Buenos Aires.
The purchase price was USD
This transaction has been recognized as an addition in the line item “Investment Properties” of these Consolidated Financial Statements.
“261 Della Paolera” floor sale - IRSA
After this transaction, IRSA retains ownership of 3 floors of the building with an approximate leasable area of 3,740 sqm in addition to parking lots and other complementary spaces.
This transaction has been recognized as a disposal in the line item “Investment Properties” of these Consolidated Financial Statements and generated a gain of ARS
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Purchase of Shopping Mall “Terrazas de Mayo” - IRSA
This transaction has been recognized as an addition in the line items “Investment Properties” (ARS
Sale of lots and barter agreements – "Ramblas del Plata" - IRSA
Additionally, during February and March 2025,
During May 2025,
These barter transactions have been recognized as a transfer between the line items “Investment Properties” and “Trading Properties” of these Consolidated Financial Statements.
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.
Given the diversity of characteristics in the activities conducted under its business and operations center, the Group has decentralized the risk management policies based on two significant line of business: (i) agricultural business and (ii) urban properties and investments business, which is divided into two: (a) Argentina and (b) Israel, in order to identify and properly analyze the various types of risks to which each of the subsidiaries is exposed.
The Group’s main financial instruments in the agricultural business and urban properties and investments business of the Operation Center in Argentina 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, comprising members of senior management and a member of the Audit Committee, 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.
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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
Market risk is the risk that the market prices, the fair value or the future cash flows of financial instrument instruments with which the Group operates will fluctuate due to changes in market prices. The Group’s market risks arise from open positions in foreign currencies, interest-bearing assets and liabilities, commodity price risks 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.
The Group's activities are carried out as follows:
| 1) | Agricultural business: The commercial and/or agro-industrial activities of the Group's subsidiaries are primarily developed in Argentina and have as functional currency the Argentine Peso. The agricultural activities of the Group’s subsidiaries are primarily developed in Argentina, Brazil and Bolivia, where the functional currencies are the respective local currencies. |
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| 2) | Urban properties and investments business: 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 |
An important part of the business activities of these subsidiaries is conducted in above-mentioned local currencies, thus not exposing the Group to foreign exchange risk. 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.
Financial instruments are considered sensitive to foreign exchange rates only when they are not in the functional currency of the entity that holds them. Shown below the net carrying amounts of the Company’s financial instruments nominated in USD, broken down by the functional currencies in which the Company operates for the years ended June 30, 2025 and 2024. The amounts are presented in Argentine Pesos, the presentation currency of the Group:
Agricultural business
As of June 30, 2025 and 2024, 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 derivative instruments, such as future foreign exchange contracts to manage its exposure to foreign exchange risk. As of June 30, 2025, the Group has future exchange contracts pending for an amount of ARS
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Urban properties and investments business
As of June 30, 2025 and 2024, 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, 2025 the Group has future exchange contracts pending for an amount of ARS
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 22). 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, 2025 and 2024,
The Group manages this risk by maintaining an appropriate combination of liabilities that generate interest at fixed and variable rates. These activities are regularly monitored to confirm that the Group is not exposed to interest rate movements that could negatively affect the ability to fulfill the financial obligations and the restrictions of the different borrowing agreements.
The Group 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 22 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, 2025 and 2024.
Agricultural business
The Group estimates that, other factors being constant, a 1% increase in real terms in floating rates at year-end would increase net loss before income tax for the years ended June 30, 2025 and 2024 in the amount of ARS
Urban properties and investments business
The Group estimates that, other factors being constant, a 1% increase in real terms in floating rates at year-end would increase net loss before income tax for the years ended June 30, 2025 and 2024 in the amount of ARS
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Commodity price risk and associated derivative financial instruments
The Group’s agricultural activities expose it to specific financial risks related to commodity prices. Prices for commodities have historically been cyclical, reflecting overall economic conditions and changes in capacity within the industry, which affect the profitability of entities engaged in the agricultural industry.
Generally, the Group uses derivative instruments to hedge risks arising out of its agricultural business operations. The Group uses a variety of commodity-based derivative instruments to manage exposure to price volatility stemming from its integrated crop production activities. These instruments consist mainly of crop forwards, futures contracts and put and call option contracts. Contract positions are designed to ensure that the Group will receive a defined minimum price for certain quantities of its production. The Group combines option contracts with futures contracts only as a means of reducing the exposure towards the decrease in commodity prices, as being a producer means that the price is uncertain until the time the products are harvested and sold. The Group manages maximum and minimum prices for each commodity and the idea is to choose the best spot price at which to sell.
The Group generally covers up the majority of its crop production in order to finance its operating costs. The hedge consists of taking positions on purchased puts or sold futures and calls that assure a fixed exit price. In the past, the Group has never kept a short position greater than its crop inventories and does not intend to. On the other hand, it is not the Group’s current intention to be exposed in a long derivative position in excess of its actual production.
The following tables show the outstanding positions for each type of derivative contract for the years ended June 30, 2025 and 2024:
|
| 06.30.2025 |
| |||||||||||||
Type of derivative contract |
| Tons |
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| Premium paid or (collected) |
|
| Derivatives at fair value |
|
| Gain/ (loss) for valuation at fair value at year-end |
| ||||
Forward: |
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Sales |
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Corn |
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| ( | ) |
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| |||
Soybeans |
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Wheat |
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| ( | ) | |||
Livestock |
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| ( | ) |
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| ( | ) | ||
Cotton |
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| ( | ) |
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Ethanol |
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| ( | ) | |||
Sugarcane |
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| ( | ) |
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| ( | ) | ||
Purchase |
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Corn |
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| ( | ) | |||
Soybeans |
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| ( | ) | |||
Wheat |
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| ( | ) | |||
Options: |
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Sale put |
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Corn |
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| ( | ) | |||
Soybeans |
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| ( | ) | |||
Wheat |
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| ||||
Purchase put |
|
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Corn |
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| ( | ) |
|
| ( | ) |
|
| ( | ) | |
Soybeans |
|
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|
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| ( | ) |
|
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|
| |||
Wheat |
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| ( | ) |
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| |||
Livestock |
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| ( | ) | |||
Cotton |
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| ||||
Sale call |
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Corn |
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| ||||
Soybeans |
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| ( | ) | |||
Wheat |
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Purchase call |
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Wheat |
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| ( | ) |
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| |||
Soybeans |
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| ( | ) |
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Ethanol |
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| ( | ) | |||
Wheat |
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| ( | ) |
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Cotton |
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Total |
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| ( | ) |
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|
| 06.30.2024 |
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Type of derivative contract |
| Tons |
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| Premium paid or (collected) |
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| Derivatives at fair value |
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| (Loss)/ gain for valuation at fair value at year-end |
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Forward: |
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Sales |
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Corn |
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| ( | ) |
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| ( | ) | ||
Soybeans |
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| ( | ) |
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Wheat |
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Livestock |
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| ( | ) | |||
Cotton |
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| ( | ) |
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Ethanol |
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Sugarcane |
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| ( | ) | |||
Purchase |
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|
|
|
|
|
Corn |
|
|
|
|
|
|
|
|
|
|
| ( | ) | |||
Soybeans |
|
|
|
|
|
|
|
|
|
|
| ( | ) | |||
Wheat |
|
|
|
|
|
|
|
|
|
|
| ( | ) | |||
Options: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sale put |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corn |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Soybeans |
|
|
|
|
|
|
|
|
|
|
| ( | ) | |||
Wheat |
|
|
|
|
|
|
|
|
|
|
| ( | ) | |||
Purchase put |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corn |
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) | |
Soybeans |
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) | |
Wheat |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Cotton |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Sale call |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corn |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Soybeans |
|
|
|
|
|
|
|
|
|
|
| ( | ) | |||
Wheat |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Purchase call |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corn |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Soybeans |
|
|
|
|
| ( | ) |
|
|
|
|
|
| |||
Ethanol |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Wheat |
|
|
|
|
| ( | ) |
|
|
|
|
|
| |||
Cotton |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Total |
|
|
|
|
|
|
|
| ( | ) |
|
|
| |||
As of June 30, 2025 and 2024, no derivative margins are recorded.
Crops future contracts fair values are computed with reference to quoted market prices on future exchanges.
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 at “fair value through profit or loss”. The Group regularly reviews the prices evolution of these equity securities in order to identify significant movements.
As of June 30, 2025 and 2024 the total value of Group’s investments in shares and derivative financial instruments of public companies amounts to ARS
The Group estimates that, other factors being constant, a 10% decrease in quoted prices of equity securities and in derivative financial instruments portfolio at year-end would generate a loss before income tax for the year ended June 30, 2025 and 2024 of ARS
(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.
| F-44 |
| Table of Contents |
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria |
The Group’s policy in each operations center 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 Group places its cash and cash equivalents, investments, and other financial instruments with various high credit quality financial institutions, thus mitigating the amount of credit exposure to any one institution. 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.
Agricultural business
The Group’s primary objective for holding derivative financial instruments is to manage currency exchange rate risk and interest rate risk and commodities prices. The Group generally enters into derivative transactions with high-credit-quality counterparties and, by policy, limits the amount of credit exposure to each counter party. The amounts subject to credit risk related to derivative instruments are generally limited to the amounts, if any, by which counterparty’s obligations exceed the obligations that the Group has with that counterparty. The credit risk associated with derivative financial instruments is representing by the carrying value of the assets positions of these instruments.
The Group’s policy is to manage credit risks associated with trade and other receivables within defined trading limits. All Group’s significant counterparties have internal trading limits. The Group’s customers are distinguished between those customers arising out of the investment and development properties activities of the Group from those arising out of its agricultural and agro-industrial operations. These two Groups of customers are monitored separately due to their distinct characteristics.
Trade receivables from agriculture and agro-industrial activities are primarily derived from the sale of commodities, raw milk, cattle, and sugarcane; receivables from feedlot operations and raw meat products; receivables from the lease of farmland properties; receivables from the sale of farmland properties; and other receivables from ancillary activities. Trade receivables from agriculture and agro-industrial activities represent
Generally, the entire grain production is sold in the domestic market to well-known multinational exporters. The Group performs credit evaluations of its customers and generally does not require collateral. Although sales are highly concentrated, the Group does not believe that significant credit risk exists at the reporting period due to the high credit rating of these customers.
The Group concentrates its cattle production in Argentina where it is entirely sold in the domestic market. The main buyers are slaughterhouses and supermarkets and are well dispersed. Prices in the cattle market in Argentina are basically fixed by local supply and demand. The principal market is the Liniers Market in Buenos Aires, which provides a standard in price formation for the rest of the domestic markets. Live animals are sold by auction on a daily basis in the market, whereas prices are negotiated by kilogram of live weight and are mainly determined by local supply and demand. Some supermarkets and meat packers establish their prices by kilogram of processed meat. In these cases, processing yields influences the final price.
The Group’s sugarcane production is based in Brazil and to a lesser extent in Bolivia. Brazil concentrates the 100% of the Group's total sugarcane production as of June 30, 2025 and 2024, respectively. Currently, the group has two supply agreements of sugarcane. One of them is with Atvos S.A. and the other one Aparecería IV with Agroserra - Agro Pecuária e Industria, in the municipality of São Raimundo das Mangabeiras. Although sales are agreed, the Group do not believe that there is a significant collection risk as of the date of year fiscal year, considering the rating of Atvos and Agroserra.
The Company does not expect any significant losses resulting from the non-performance of the counterparties in any of the business lines.
The maximum exposure to Group’s credit risk is represented by the carrying amount of each financial asset in the Consolidated Statement of Financial Position after deducting any impairment allowance. The Group’s overall exposure of credit risk arising from trade receivables is set out in Note 17.
| F-45 |
| Table of Contents |
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria |
Urban properties and investments business
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
(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.
Each business monitors its 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 of each operation center and the derivative positions are continually reviewed to meet current and expected debt requirements. Each operation center 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 each operation center’s needs, by spreading the repayment dates and extending facilities, as appropriate.
The tables below show financial liabilities, including each operation center derivative financial liabilities groupings based on the remaining period at the Consolidated Statement of Financial Position to the contractual maturity date. The amounts disclosed in the tables are the contractual undiscounted cash flows and as a result, they do not reconcile to the amounts disclosed on the Consolidated Statement 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.
| F-46 |
| Table of Contents |
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria |
Agricultural business
|
| 06.30.2025 |
| |||||||||||||||||||||
|
| Less than 1 year |
|
| Between 1 and 2 years |
|
| Between 2 and 3 years |
|
| Between 3 and 4 years |
|
| More than 4 years |
|
| Total |
| ||||||
Trade and other payables |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Borrowings |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Lease liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Derivative financial instruments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 06.30.2024 | ||||||||||||||||||||||
|
| Less than 1 year |
|
| Between 1 and 2 years |
|
| Between 2 and 3 years |
|
| Between 3 and 4 years |
|
| More than 4 years |
|
| Total |
| ||||||
Trade and other payables |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Borrowings |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Lease liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Derivative financial instruments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Urban properties and investments business
|
| 06.30.2025 |
| |||||||||||||||||||||
|
| Less than 1 year |
|
| Between 1 and 2 years |
|
| Between 2 and 3 years |
|
| Between 3 and 4 years |
|
| More than 4 years |
|
| Total |
| ||||||
Trade and other payables |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Borrowings |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Lease liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Derivative financial instruments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 06.30.2024 | ||||||||||||||||||||||
|
| Less than 1 year |
|
| Between 1 and 2 years |
|
| Between 2 and 3 years |
|
| Between 3 and 4 years |
|
| More than 4 years |
|
| Total |
| ||||||
Trade and other payables |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Borrowings |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Lease liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Derivative financial instruments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
See Note 22 for a description of the commitments and restrictions related to loans and the ongoing renegotiations.
(d) Capital risk management
The capital structure of the Group consists of shareholders’ equity and net borrowings. The type and maturity of the Group’s borrowings are analyzed further in Note 22. The Group’s equity is analyzed into its various components in the Statement of Changes in 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.
| F-47 |
| Table of Contents |
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria |
The following tables details 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.
Agricultural business
|
| 06.30.2025 |
|
| 06.30.2024 |
| ||
Gearing ratio (i) |
|
| % |
|
| % | ||
Debt ratio (ii) |
|
| % |
|
| % | ||
(i) Calculated as total borrowings over total borrowings plus equity attributable to shareholders of the controlling company.
(ii) Calculated as total borrowings over total properties (properties, plant and equipment and investment properties) plus equity attributable to shareholders of the controlling company.
Urban properties and investments business
|
| 06.30.2025 |
|
| 06.30.2024 |
| ||
Gearing ratio (i) |
|
| % |
|
| % | ||
Debt ratio (ii) |
|
| % |
|
| % | ||
(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).
(e) Other non-financial risks
Nature risks
The Group’s revenue arising from agricultural activities depends significantly on the ability to manage biological assets and agricultural produce. The ability to manage biological assets and agricultural produce may be affected by unfavorable local weather conditions and natural disasters. Weather conditions such as floods, droughts, hail, windstorms and natural disasters such as fire, disease, insect infestation and pests are examples of such unpredictable events. The Group manages this risk by locating its farmlands in different geographical areas. The Group has not taken out insurance for this kind of risks. The occurrence of severe weather conditions or natural disasters may affect the growth of our biological assets, which in turn may have a material adverse effect on the Group’s ability to harvest agricultural produce in sufficient quantities and in a timely way.
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: (i) agricultural business and (ii) urban properties and investment business.
Below is the segment information prepared as follows:
| F-48 |
| Table of Contents |
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria |
Agricultural business
| · | Agricultural production: segment consists of planting, harvesting and sale of crops as wheat, corn, soybeans, cotton and sunflowers; the sale of grain derivatives, such as flour and oil, breeding, purchasing and/or fattening of free-range cattle for sale to meat processors and local livestock auction markets.; agricultural services; leasing of the Group's farms to third parties; and planting, harvesting and sale of sugarcane |
|
|
|
| · | Land transformation and sales: comprises gains from the disposal and development of farmlands activities. |
|
|
|
| · | Corporate: includes corporate expenses related to agricultural business. |
|
|
|
| · | Other segments: includes, principally, brokerage activities, among others. |
Urban properties and investments business
| · | Shopping Malls: 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. |
|
|
|
| · | Offices: includes the operating results from lease revenues of offices, other rental spaces and other service revenues related to the office activities. |
|
|
|
| · | Sales and developments: includes the operating results of the development, maintenance and sales of undeveloped parcels of land and/or trading properties. Real estate sales results are also included. |
|
|
|
| · | Hotels: includes the operating results mainly comprised of room, catering and restaurant revenues. |
|
|
|
| · | Others: includes the entertainment activity through ALG Golf Center S.A., La Rural S.A. and Buenos Aires Convention Center (Concession), We are appa S.A., 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 applied in preparing this information are consistent with IFRS Accounting standards employed 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 Consolidated Statement of Income and Other Comprehensive 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 (“FPC”, as per its Spanish acronym) 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). |
The asset categories reviewed by the CODM are: investment properties, property, plant and equipment, trading properties, inventories, rights to receive units under barter transactions, investments in associates and goodwill. The sum of these assets, classified by business segment, is disclosed as “reportable assets”. Assets are assigned to each segment based on operations and/or their physical location.
Most of the revenues from the operating segments are generated and the assets are physically located in Argentina, with the exception of part of the results of associates included in the "Other" 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.
| F-49 |
| Table of Contents |
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria |
Below is a summarized analysis of the lines of business of the Group for the year ended June 30, 2025:
|
| 06.30.2025 |
| |||||||||||||||||||||||||
|
| Agricultural business (I) |
|
| Urban Properties and Investment business (II) |
|
| Total segment information |
|
| Joint ventures (i) |
|
| Adjustments (ii) |
|
| Elimination of inter-segment transactions and non-reportable assets / liabilities (iii) |
|
| Total Statement of Income and Other Comprehensive Income/ Financial Position |
| |||||||
Revenues |
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) |
|
|
| |||||
Costs |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) | |
Initial recognition and changes in the fair value of biological assets and agricultural products at the point of harvest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Changes in the net realizable value of agricultural products after harvest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Gross profit / (loss) |
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
|
| ||||
Net gain from fair value adjustment of investment properties |
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
|
| ||||||
Gain from disposal of farmlands |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
General and administrative expenses |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
| ( | ) | |||
Selling expenses |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
| ( | ) | |||
Other operating results, net |
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
| ( | ) |
|
| ( | ) | ||
Management fees |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) | |||||
Profit / (loss) from operations |
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
|
| ||||
Share of (loss) / profit of associates and joint ventures |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Segment profit / (loss) |
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
|
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reportable assets |
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
|
| ||||||
Reportable liabilities (*) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | |||||
Net reportable assets |
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) |
|
|
| |||||
Below is a summarized analysis of the lines of business of the Group for the year ended June 30, 2024:
|
| 06.30.2024 |
| |||||||||||||||||||||||||
|
| Agricultural business (I) |
|
| Urban Properties and Investment business (II) |
|
| Total segment information |
|
| Joint ventures (i) |
|
| Adjustments (ii) |
|
| Elimination of inter-segment transactions and non-reportable assets / liabilities (iii) |
|
| Total Statement of Income and Other Comprehensive Income/ Financial Position Restated (iv) |
| |||||||
Revenues |
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) |
|
|
| |||||
Costs |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) | ||
Initial recognition and changes in the fair value of biological assets and agricultural products at the point of harvest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Changes in the net realizable value of agricultural products after harvest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Gross profit / (loss) |
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
|
| ||||
Net loss from fair value adjustment of investment properties |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
| ( | ) | |||
Gain from disposal of farmlands |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
General and administrative expenses |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
| ( | ) | |||
Selling expenses |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
| ( | ) | |||
Other operating results, net |
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
|
| |||||
Management fees |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) | |||||
Profit / (loss) from operations |
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) | |
Share of (loss) / profit of associates and joint ventures |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Segment profit / (loss) |
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) | |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reportable assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Reportable liabilities (*) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | |||||
Net reportable assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
| ||||||
| F-50 |
| Table of Contents |
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria |
Below is a summarized analysis of the lines of business of the Group for the year ended June 30, 2023:
|
| 06.30.2023 |
| |||||||||||||||||||||||||
|
| Agricultural business (I) |
|
| Urban property and investment business (II) |
|
| Total segment information |
|
| Joint ventures (i) |
|
| Adjustments (ii) |
|
| Elimination of inter-segment transactions and non-reportable assets / liabilities (iii) |
|
| Total Statement of Income and Other Comprehensive Income / Financial Position Restated (iv) |
| |||||||
Revenues |
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) |
|
|
| |||||
Costs |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) | ||
Initial recognition and changes in the fair value of biological assets and agricultural products at the point of harvest |
|
| ( | ) |
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
| ( | ) | ||||
Changes in the net realizable value of agricultural products after harvest |
|
| ( | ) |
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
| ( | ) | ||||
Gross profit / (loss) |
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
|
| ||||
Net loss from fair value adjustment of investment properties |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
| ( | ) | |||
Gain from disposal of farmlands |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
General and administrative expenses |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
| ( | ) | |||
Selling expenses |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
| ( | ) | |||
Other operating results, net |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
| ( | ) |
|
| ( | ) | |
Management fees |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) | |||||
Profit / (loss) from operations |
|
|
|
|
| ( | ) |
|
| ( | ) |
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) | |||
Share of (loss) /profit of associates and joint ventures |
|
| ( | ) |
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) |
|
|
| ||||
Segment profit / (loss) |
|
|
|
|
| ( | ) |
|
| ( | ) |
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) | |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reportable assets |
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
|
| ||||||
Reportable liabilities (*) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | |||||
Net reportable assets |
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) |
|
|
| |||||
(i) | Represents the equity value of joint ventures that were proportionately consolidated for information by segment purposes. |
|
|
(ii) | Includes ARS ( |
|
|
(iii) | Includes deferred income tax assets, income tax and MPIT credits, 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 |
|
|
(iv) | See Note 1 to these Consolidated Financial Statements. |
|
|
(*) | The CODM focuses its review on reportable assets. |
(i) Agriculture line of business
The following tables present the reportable segments of the agriculture line of business:
|
| 06.30.2025 |
| |||||||||||||||||
|
| Agricultural production |
|
| Land transformation and sales |
|
| Corporate |
|
| Others |
|
| Total Agricultural business |
| |||||
Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Costs |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
| ( | ) |
|
| ( | ) | |
Initial recognition and changes in the fair value of biological assets and agricultural products at the point of harvest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Changes in the net realizable value of agricultural products after harvest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Gross profit / (loss) |
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
|
| ||||
Net gain from fair value adjustment of investment properties |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Gain from disposal of farmlands |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
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) |
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
|
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment properties |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Property, plant and equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Investments in associates and joint ventures |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Other reportable assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Reportable assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
| F-51 |
| Table of Contents |
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria |
From all of the Group’s revenues corresponding to Agricultural Business, ARS
|
| 06.30.2024 |
| |||||||||||||||||
|
| Agricultural production |
|
| Land transformation and sales |
|
| Corporate |
|
| Others |
|
| Total Agricultural business |
| |||||
Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Costs |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
| ( | ) |
|
| ( | ) | |
Initial recognition and changes in the fair value of biological assets and agricultural products at the point of harvest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Changes in the net realizable value of agricultural products after harvest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Gross profit / (loss) |
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
|
| ||||
Net loss from fair value adjustment of investment properties |
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
| ( | ) | |||
Gain from disposal of farmlands |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
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) |
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment properties |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Property, plant and equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Investments in associates and joint ventures |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Other reportable assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Reportable assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
From all of the Group’s revenues corresponding to Agricultural Business, ARS
|
| 06.30.2023 |
| |||||||||||||||||
|
| Agricultural production |
|
| Land transformation and sales |
|
| Corporate |
|
| Others |
|
| Total Agricultural business |
| |||||
Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Costs |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
| ( | ) |
|
| ( | ) | |
Initial recognition and changes in the fair value of biological assets and agricultural products at the point of harvest |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
| ( | ) | |||
Changes in the net realizable value of agricultural products after harvest |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
| ( | ) | |||
Gross profit / (loss) |
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
|
| ||||
Net loss from fair value adjustment of investment properties |
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
| ( | ) | |||
Gain from disposal of farmlands |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
General and administrative expenses |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Selling expenses |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
| ( | ) |
|
| ( | ) | |
Other operating results, net |
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
| ( | ) | |||
(Loss) / profit from operations |
|
| ( | ) |
|
|
|
|
| ( | ) |
|
|
|
|
|
| |||
Share of loss of associates and joint ventures |
|
| ( | ) |
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | ||
Segment (loss) / profit |
|
| ( | ) |
|
|
|
|
| ( | ) |
|
|
|
|
|
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment properties |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Property, plant and equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Investments in associates |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Other reportable assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Reportable assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
| F-52 |
| Table of Contents |
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria |
From all of the Group’s revenues corresponding to Agricultural Business, ARS
(ii) Urban properties and investments line of business
Below is a summarized analysis of the urban properties and investments line of business for the fiscal years ended June 30, 2025, 2024 and 2023:
|
| 06.30.2025 |
| |||||||||||||||||||||
|
| Shopping Malls |
|
| Offices |
|
| Sales and developments |
|
| Hotels |
|
| Others |
|
| Total |
| ||||||
Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Costs |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Gross profit / (loss) |
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
|
| |||||
Net gain / (loss) from fair value adjustment of investment properties (i) |
|
|
|
|
| ( | ) |
|
| ( | ) |
|
|
|
|
| ( | ) |
|
|
| |||
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 and trading properties |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Property, plant and equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Investment in associates and joint ventures |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Other reportable assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Reportable assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
From all the revenues, ARS
|
| 06.30.2024 |
| |||||||||||||||||||||
|
| Shopping Malls |
|
| Offices |
|
| Sales and developments |
|
| Hotels |
|
| Others |
|
| 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 and trading properties |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Property, plant and equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Investment in associates and joint ventures |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Other reportable assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Reportable assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
| F-53 |
| Table of Contents |
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria |
From all the revenues, ARS
|
| 06.30.2023 |
| |||||||||||||||||||||
|
| Shopping Malls |
|
| Offices |
|
| Sales and developments |
|
| Hotels |
|
| Others |
|
| Total |
| ||||||
Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Costs |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Gross profit |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Net loss from fair value adjustment of investment properties |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
| ( | ) |
|
| ( | ) | |
General and administrative expenses |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Selling expenses |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Other operating results, net |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Management fees |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Profit / (Loss) from operations |
|
|
|
|
| ( | ) |
|
| ( | ) |
|
|
|
|
| ( | ) |
|
| ( | ) | ||
Share of profit of associates and joint ventures |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Segment profit / (loss) |
|
|
|
|
| ( | ) |
|
| ( | ) |
|
|
|
|
| ( | ) |
|
| ( | ) | ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment and trading properties |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Property, plant and equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Investment in associates and joint ventures |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Other reportable assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Reportable assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
From all the revenues, ARS
7. Information about the main subsidiaries
The Group conducts its business through several operating subsidiaries and holdings.
|
| Direct interest of non-controlling interest % (1) |
|
| Current assets |
|
| Non-current assets |
|
| Current liabilities |
|
| Non-current liabilities |
|
| Net assets |
|
| Book value of non-controlling interests |
| |||||||
|
| Year ended June 30, 2025 | ||||||||||||||||||||||||||
Subsidiaries with direct participation of Cresud |
| |||||||||||||||||||||||||||
IRSA |
|
| % |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Subsidiaries with indirect participation of Cresud | ||||||||||||||||||||||||||||
Brasilagro |
|
| % |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
|
| Year ended June 30, 2024 | ||||||||||||||||||||||||||
Subsidiaries with direct participation of Cresud | ||||||||||||||||||||||||||||
IRSA |
|
| % |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Subsidiaries with indirect participation of Cresud | ||||||||||||||||||||||||||||
Brasilagro |
|
| % |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
| F-54 |
| Table of Contents |
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria |
|
| Revenues |
|
| Net income / (loss) |
|
| Total comprehensive (loss) / income |
|
| Total comprehensive income/ (loss) attributable to non-controlling interest |
|
| 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 |
| |||||||||
|
| Year ended June 30, 2025 | ||||||||||||||||||||||||||||||||||
Subsidiaries with direct participation of Cresud |
| |||||||||||||||||||||||||||||||||||
IRSA |
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
| ( | ) | ||||||
Subsidiaries with indirect participation of Cresud | ||||||||||||||||||||||||||||||||||||
Brasilagro |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) |
|
| ( | ) |
|
|
| ||||||
|
| Year ended June 30, 2024 | ||||||||||||||||||||||||||||||||||
Subsidiaries with direct participation of Cresud | ||||||||||||||||||||||||||||||||||||
IRSA |
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) | |||
Subsidiaries with indirect participation of Cresud | ||||||||||||||||||||||||||||||||||||
Brasilagro |
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
|
| |||||
(1) Corresponds to the direct interest from the Group.
Arcos del Gourmet S.A. (“Arcos o AGSA”)
ARCOS DEL GOURMET SA AND ANOTHER V. EN-AABE KNOWLEDGE PROCESS (CAF 030002/2015)
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, although there are federal grounds to enable the Supreme Court's intervention in this proceeding, the likelihood of success remains uncertain.
| F-55 |
| Table of Contents |
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria |
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 of these Consolidated Financial Statements, 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. The procedural deadlines of this file have been suspended since December 13, 2024, pending the referral of the file “ARCOS DEL GOURMET SA AND ANOTHER V. EN–AABE KNOWLEDGE PROCESS (CAF 030002/2015).”
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. 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, although there are federal grounds to enable the Supreme Court's intervention in this proceeding, the likelihood of success remains uncertain.
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. On February 11, 2025, the co-defendants ARCOS and GCBA entered into an agreement aimed at complying with the aforementioned judgment, under which ARCOS committed to: (i) making a payment upon the signing of the agreement to cover the expenses of creating the Santa Rita Plaza (approximately 1,757 m² in area) in the amount of ARS 1,027,360,977.52 (amount expressed in full with decimals), which was executed in due time and form; and (ii) covering the remaining 21,562.41 square meters of green space, in the measure established in the agreement, to be developed in plazas designated by GCBA, subject to judicial approval.
| F-56 |
| Table of Contents |
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria |
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, 2025 and 2024 were as follows:
|
| 06.30.2025 |
|
| 06.30.2024 |
| ||
Beginning of year |
|
|
|
|
|
| ||
Share capital increase and contributions (Note 32) |
|
|
|
|
|
| ||
Sale of interest in associates and joint ventures |
|
| ( | ) |
|
| ( | ) |
Share of profit |
|
|
|
|
|
| ||
Other comprehensive (loss) / income |
|
| ( | ) |
|
|
| |
Dividends (Note 32) |
|
| ( | ) |
|
| ( | ) |
Transfers to/from financial assets (ii) |
|
|
|
|
|
| ||
Decrease of interest (iii) |
|
| ( | ) |
|
|
| |
End of the year (i) |
|
|
|
|
|
| ||
| (i) | Includes ARS (162) and ARS (22) reflecting interests in companies with negative equity as of June 30, 2025 and 2024, respectively, which are disclosed in “Provisions” (see Note 21). |
| (ii) | Corresponds to the shares of GCDI S.A. and Challenger Gold Limited. |
| (iii) | Relates to the reduction of interest due to the liquidation of Cyrsa S.A. |
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, 2025 and 2024, as well as the Group's share of the comprehensive results of these companies for the years ended on June 30, 2025, 2024 and 2023:
Name of the entity |
| % ownership interest |
|
| Value of Group's interest in equity |
|
| Group's interest in comprehensive income |
| |||||||||||||||||||||||
06.30.2025 |
| 06.30.2024 |
|
| 06.30.2023 |
|
| 06.30.2025 |
|
| 06.30.2024 |
|
| 06.30.2025 |
|
| 06.30.2024 |
|
| 06.30.2023 |
|
| ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
New Lipstick |
|
| % |
|
| % |
|
| % |
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) | |||||
BHSA (1) |
|
| % |
|
| % |
|
| % |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
BACS |
|
| % |
|
| % |
|
| % |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) | |||||||
Nuevo Puerto Santa Fe S.A. |
|
| % |
|
| % |
|
| % |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Quality (2) |
|
| - |
|
|
| - |
|
|
| % |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) | |||||
GCDI |
|
| - |
|
|
| % |
|
| % |
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
| ||||||
La Rural S.A. |
|
| % |
|
| % |
|
| % |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Agrouranga S.A. |
|
| % |
|
| % |
|
| % |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) | |||||||
Other associates and joint ventures |
|
| N/A |
|
|
| N/A |
|
|
| N/A |
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) | ||
Total associates and joint ventures |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
The following is additional information about the Group's investments in associates and joint ventures:
Name of the entity | Location of business / Country of incorporation | Main activity | Common shares 1 vote | Last financial statement issued | ||||||||||
|
|
|
| Share capital (nominal value) |
|
| (Loss)/ profit for the period |
|
| Shareholders' equity | ||||
New Lipstick | U.S. | (*) | (*) | ( | (*) | ( | ||||||||
BHSA (1) | Argentina | (**) | (**) | (**) | ||||||||||
BACS | Argentina | (**) | (**) | (**) | ||||||||||
Nuevo Puerto Santa Fe S.A. | Argentina | |||||||||||||
La Rural S.A. | Argentina | (**) | (**) | (**) | ||||||||||
Agrouranga S.A. | Argentina | |||||||||||||
(1) | BHSA is a commercial bank of comprehensive services that offers a variety of banking and financial services for individuals, small and medium business and large companies. The market price of the share is |
|
|
(2) | The interest held in Quality was sold on August 31, 2023. |
|
|
(*) | Amounts presented in millions of US dollars. |
|
|
(**) | Amounts as of June 30, 2025, prepared in accordance with IFRS regulations. |
| F-57 |
| Table of Contents |
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria |
La Rural S.A.
On December 2012, the National Executive Power annulled a 1991 decree that had approved the sale of the Palermo Fairgrounds to Sociedad Rural Argentina (SRA) and revoked the purchase agreement. SRA filed a precautionary measure to suspend the execution of this annulment, which was granted and remains in force after various judicial proceedings.
IRSA has not been notified and is not a party to these judicial actions initiated by SRA. In the event that the annulment of the sale is declared unconstitutional, it would not legally impact IRSA’s acquisition in the company related to the property. However, if the nullity of the sale is declared, it could affect the assets related to the property.
The judicial process continues in the evidentiary stage, and there are currently no elements indicating that La Rural S.A. could see the usufruct it holds over the property affected. The Company will continue monitoring the progress of the process due to the legal uncertainty.
Set out below is summarized financial information of the associates and joint ventures considered material to the Group:
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| Current assets |
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| Non-current assets |
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| Current liabilities |
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| Non-current liabilities |
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| Net assets |
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| % of ownership interest held |
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| Interest in associates / joint ventures |
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| Goodwill and others |
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| Book value |
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| As of June 30, 2025 |
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Associates |
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BHSA |
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Joint ventures |
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Nuevo Puerto Santa Fe S.A. |
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| % |
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| As of June 30, 2024 | ||||||||||||||||||||||||||||||||||
Associates |
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BHSA |
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| % |
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GCDI |
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Joint ventures |
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Nuevo Puerto Santa Fe S.A. |
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| % |
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| Revenues |
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| Net income/(loss) |
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| Total comprehensive income/(loss) |
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| Dividends distributed to non-controlling shareholders |
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| Cash of operating activities |
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| Cash of investment activities |
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| Cash of financial activities |
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| Net increase/(decrease) in cash and cash equivalents |
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| As of June 30, 2025 | ||||||||||||||||||||||||||||||
Associates |
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BHSA |
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Joint ventures |
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Nuevo Puerto Santa Fe S.A. |
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| ( | ) |
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| ( | ) |
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| As of June 30, 2024 | ||||||||||||||||||||||||||||||
Associates |
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BHSA |
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GCDI |
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| ( | ) |
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| ( | ) |
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| - |
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Joint ventures |
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Nuevo Puerto Santa Fe S.A. |
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| ( | ) |
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| ( | ) |
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| ( | ) | |||||
| F-58 |
| Table of Contents |
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria |
Puerto Retiro (joint venture)
The Company owns a plot of land of 8.3 hectares, whose U.P. zoning restricts its use to port activities. It faces: (i) a request for extension of bankruptcy initiated by the National Government, and (ii) a civil action filed by Tandanor and the Ministry of Defense regarding the bidding of the Dársena Norte property.
On September 7, 2018, the Federal Criminal Oral Court (“TOFC”) No. 5 upheld the statute of limitations defense raised by Puerto Retiro; however, in the criminal case, where Puerto Retiro is not a party, the confiscation of the “Planta I” property was ordered.
During fiscal year 2019, Puerto Retiro recorded a provision equivalent to
On November 26, 2024, the Supreme Court of Justice of the Nation annulled the cassation judgment regarding the statute of limitations of the civil action, ordered a new ruling to be issued, and confirmed the confiscation, ordering its restitution to Tandanor.
On June 24, 2025, Chamber IV of the Federal Court of Cassation annulled the parts of TOFC No. 5 related to the statute of limitations and the destination of the confiscation and remitted the proceedings to said court for a new resolution.
It is worth noting that the civil action is directed exclusively against Puerto Retiro and not against IRSA; the facts on which the civil action in criminal jurisdiction is based occurred prior to IRSA’s acquisition of the shares of Puerto Retiro.
As of the issuance date of these financial statements, the resolution regarding the statute of limitations of the civil action and the destination of the property remains pending.
Given the procedural stage, the final outcome is uncertain.
9. Investment properties
Changes in the Group’s investment properties according to the fair value hierarchy for the years ended June 30, 2025 and 2024 were as follows:
|
| 06.30.2025 |
|
| 06.30.2024 |
| ||||||||||
|
| Level 2 |
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| Level 3 |
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| Level 2 |
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| Level 3 |
| ||||
Fair value at the beginning of year |
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| ||||
Additions |
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| ||||
Disposals |
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| ( | ) |
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| ( | ) |
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| ( | ) |
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| |
Transfers |
|
| ( | ) |
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| ( | ) |
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| ( | ) |
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| ( | ) |
Net (loss) / gain from fair value adjustment |
|
| ( | ) |
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| ( | ) |
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| ( | ) | |
Additions of capitalized leasing costs |
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| ||||
Amortization of capitalized leasing costs (i) |
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| ( | ) |
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| ( | ) |
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| ( | ) |
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| ( | ) |
Currency translation adjustment |
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| ( | ) |
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| ( | ) |
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| ||
Fair value at the end of the year |
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| ||||
(i) Amortization charges of capitalized leasing costs were included in “Costs” in the Consolidated Statement of Income and Other Comprehensive Income (Note 27).
The following is the balance by type of investment property of the Group as of June 30, 2025 and 2024:
|
| 06.30.2025 |
|
| 06.30.2024 |
| ||
Leased out farmland |
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|
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|
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| ||
Offices and other rental properties |
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|
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| ||
Shopping malls (i) |
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|
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| ||
Undeveloped parcels of land |
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| ||
Properties under development |
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| ||
Total |
|
|
|
|
|
| ||
| F-59 |
| Table of Contents |
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria |
(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 book value of those properties as of June 30, 2025 and 2024 is as follows:
|
| 06.30.2025 |
|
| 06.30.2024 |
| ||
Córdoba Shopping (i) |
|
|
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|
| ||
Total |
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|
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|
|
| ||
(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 2,936 million and ARS 2,866 million, as of June 30, 2025 and 2024, respectively, (included in “Trade and other payables” in the Consolidated Statement of Financial Position).
The following amounts have been recognized in the Consolidated Statement of Income and Other Comprehensive Income:
|
| 06.30.2025 |
|
| 06.30.2024 |
|
| 06.30.2023 |
| |||
Revenues |
|
|
|
|
|
|
|
|
| |||
Direct operating expenses |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Development expenses |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Net unrealized gain / (loss) from fair value adjustment of investment property (i) |
|
|
|
|
| ( | ) |
|
| ( | ) | |
Net realized gain from fair value adjustment of investment property (ii) |
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| |||
(i) 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. It has been generated in accordance with what is described in the section called "valuation techniques", mainly affected by the macroeconomic effects of inflation and changes in the reference exchange rates mentioned therein.
(ii) Corresponds to the result from changes in the fair value realized from sales that occurred during the fiscal year of properties considered as investment properties.
See Note 5 (liquidity schedule) for detail 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.
Each business (or operations center, as appropriate) has a team, which reviews the appraisals performed by the independent appraisers (the “review teams”). The review teams: 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.
Valuation techniques used for the estimation of fair value of the investment property
Agricultural business
For all leases of agricultural land, the valuation was determined using comparable values. Sale prices of comparable properties are adjusted considering the specific aspects of each property, being the most relevant premise the price per hectare.
Urban properties and investments business
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. Additionally, the amendments introduced in the new Urban Planning Code of the Autonomous City of Buenos Aires (CABA), which came into effect on January 1, 2025, were taken into consideration.
| F-60 |
| Table of Contents |
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria |
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.
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. 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 would grow in line with the budget during the first fiscal year. 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. |
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|
|
| · | Cash flows from future investments, expansions or improvements in Shopping Mall were not contemplated. |
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|
|
| · | 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. |
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|
|
| · | 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-61 |
| Table of Contents |
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria |
| a) | United State Governments Bonds risk-free rate; |
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|
|
| b) | Market risk premium in the United States. |
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|
|
| c) | 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; |
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|
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| d) | Argentine country risk considering the average yield spread of a representative set of corporate bonds issued by Argentine companies with a credit quality similar to the Company, and 10-year U.S. Treasuries.; |
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|
|
| e) | 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; and |
|
|
|
| f) | local income tax 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 company’s current capital structure. |
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|
|
| · | 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, 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. However, as of April 2025, such foreign exchange controls were almost entirely eliminated for individuals and reduced for the payment of imports, dividends generated from fiscal years beginning after January 1, 2025, and interest payments on financial debt with related parties
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 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, both in the current fiscal year and in prior years. 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. |
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|
| · | The stage of completion. |
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|
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| · | Whether the project / property is standard (typical for the market) or non-standard. |
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| · | The level of reliability of cash inflows after completion. |
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| · | The specific development risk of the property. |
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|
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| · | Previous experience with similar constructions. |
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|
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| · | Status of construction permits. |
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|
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| · | The feasibility studies of infrastructure links. |
| F-62 |
| Table of Contents |
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria |
There were no changes in the valuation techniques during the year.
The following table presents information regarding the fair value measurements of investment properties using significant unobservable inputs (Level 3):
|
|
|
| 06.30.2025 (i) | 06.30.2024 (i) | 06.30.2023 (i) | |||
Description | Valuation technique | Parameters | Fiscal year 2025 / 2024 / 2023 | Increase | Decrease | Increase | Decrease | Increase | Decrease |
Shopping Malls (Level 3) | Discounted cash flows | Discount cash flows rate | ( | ( | ( | ||||
Discount perpetually rate | ( | ( | ( | ||||||
Grouth perpetually rate | ( | ( | ( | ||||||
Inflation | (*) | ( | ( | ( | |||||
Devaluation | (*) | ( | ( | ( | |||||
(*) Fiscal year 2025:
Fiscal year 2024:
Fiscal year 2023:
(i)
10. Property, plant and equipment
Changes in the Group’s property, plant and equipment for the years ended June 30, 2025 and 2024 were as follows:
|
| Owner occupied farmland |
|
| Bearer plant (iii) |
|
| Buildings and facilities |
|
| Machinery and equipment |
|
| Others (i) |
|
| Total |
| ||||||
Balance as of June 30, 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Costs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Accumulated depreciation |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Net book amount at June 30, 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Additions |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Disposals |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Currency translation adjustment |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Transfers |
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
| ( | ) |
|
|
| ||||
Transfers to assets held for sale |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) | ||||
Depreciation charge (ii) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Balance as of June 30, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Costs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Accumulated depreciation |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Net book amount at June 30, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Additions |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Incorporation by business combination (iv) |
|
|
|
|
|
|
|
| - |
|
|
| - |
|
|
|
|
|
|
| ||||
Disposals |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Currency translation adjustment |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
| ( | ) | |
Transfers |
|
|
|
|
| ( | ) |
|
| ( | ) |
|
|
|
|
| ( | ) |
|
|
| |||
Depreciation charges (ii) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Balance as of June 30, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Costs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Accumulated depreciation |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Net book amount at June 30, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
| F-63 |
| Table of Contents |
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria |
(i) Includes furniture and fixtures and vehicles.
(ii) Amortization charge was recognized in the amount of ARS
(iii) Corresponds to the plantation of sugarcane with a useful life of more than one year.
(iv) See Note 4 Acquisition Nova Horizonte.
11. Trading properties
Changes in the Group’s trading properties for the fiscal years ended June 30, 2025 and 2024 were as follows:
|
| Completed properties |
|
| Properties under development (i) |
|
| Undeveloped sites |
|
| Total |
| ||||
As of June 30, 2023 |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Additions |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Currency translation adjustment |
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) | ||
Disposals |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
| ( | ) | |
As of June 30, 2024 |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Additions |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Currency translation adjustment |
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) | ||
Transfers |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Impairment (ii) |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
| ( | ) | |
Disposals |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
As of June 30, 2025 |
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
| 06.30.2025 |
|
| 06.30.2024 |
| ||
Non-current |
|
|
|
|
|
| ||
Current |
|
|
|
|
|
| ||
Total |
|
|
|
|
|
| ||
(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
(ii) IRSA makes a quarterly comparison between the cost and the net realizable value of its trading properties. As of the end of the current fiscal year, the value of these assets recorded at their inflation-adjusted cost is ARS
12. Intangible assets
Changes in the Group’s intangible assets for the years ended June 30, 2025 and 2024 were as follows:
|
| Goodwill |
|
| Information systems and software |
|
| Future units to be received from barters and others |
|
| Total |
| ||||
Costs |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Accumulated depreciation |
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) | |
Net book amount at June 30, 2023 |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Additions |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Disposals |
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | ||
Transfers |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Currency translation adjustment |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
| ( | ) | |
Amortization charges (i) |
|
| - |
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Balance as of June 30, 2024 |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Costs |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Accumulated amortization |
|
| - |
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Net book amount at June 30, 2024 |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Additions |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Disposals |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
| ( | ) | |
Transfers |
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | ||
Currency translation adjustment |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
| ( | ) | |
Amortization charges (i) |
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) | |
Balance as of June 30, 2025 |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Costs |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Accumulated amortization |
|
| - |
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Net book amount at June 30, 2025 |
|
|
|
|
|
|
|
|
|
|
|
| ||||
| F-64 |
| Table of Contents |
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria |
(i) Amortization charge was recognized in the amount of ARS
13. Rights of use of assets and lease liabilities
Below is the composition of the rights of use of the Group´s assets as of June 30, 2025 and June 30, 2024:
|
| 06.30.2025 |
|
| 06.30.2024 |
| ||
Farmland |
|
|
|
|
|
| ||
Convention center |
|
|
|
|
|
| ||
Offices, shopping malls and other buildings |
|
|
|
|
|
| ||
Machinery and equipment |
|
|
|
|
|
| ||
Right-of-use assets |
|
|
|
|
|
| ||
Non-current |
|
|
|
|
|
| ||
Total |
|
|
|
|
|
| ||
Changes in the Group´s rights of use during the fiscal year ended June 30, 2025 and June 30, 2024, were as follows:
|
| 06.30.2025 |
|
| 06.30.2024 |
| ||
Beginning of the year |
|
|
|
|
|
| ||
Additions |
|
|
|
|
|
| ||
Incorporation by business combination (i) |
|
|
|
|
|
| ||
Disposals |
|
| ( | ) |
|
| ( | ) |
Depreciation charges |
|
| ( | ) |
|
| ( | ) |
Currency translation adjustment |
|
| ( | ) |
|
| ( | ) |
Valorization |
|
|
|
|
|
| ||
End of the year |
|
|
|
|
|
| ||
(i) See Note 4 Acquisition Nova Horizonte
Depreciation charge for rights of use is detailed below:
|
| 06.30.2025 |
|
| 06.30.2024 |
|
| 06.30.2023 |
| |||
Farmland |
|
|
|
|
|
|
|
|
| |||
Convention center |
|
|
|
|
|
|
|
|
| |||
Offices, shopping malls and other buildings |
|
|
|
|
|
|
|
|
| |||
Machinery and equipment |
|
|
|
|
|
|
|
|
| |||
Depreciation charge of right-of-use assets (i) |
|
|
|
|
|
|
|
|
| |||
(i) Amortization charge was recognized in the amount of ARS
| F-65 |
| Table of Contents |
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria |
Other charges to income related to rights of use were as follows:
|
| 06.30.2025 |
|
| 06.30.2024 |
|
| 06.30.2023 |
| |||
Lease liabilities interest |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Results from short-term leases |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Results from variable leases not recognized as lease liabilities |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Gain from lease modification |
|
|
|
|
|
|
|
|
| |||
Below is the composition of the Group’s lease liabilities for the fiscal years ended June 30, 2025 and June 30, 2024:
|
| 06.30.2025 |
|
| 06.30.2024 |
| ||
Farmland |
|
|
|
|
|
| ||
Convention center |
|
|
|
|
|
| ||
Offices, shopping malls and other buildings |
|
|
|
|
|
| ||
Lease liabilities |
|
|
|
|
|
| ||
Non-current |
|
|
|
|
|
| ||
Current |
|
|
|
|
|
| ||
Total |
|
|
|
|
|
| ||
14. Biological assets
Changes in the Group’s biological assets and their allocation to the fair value hierarchy for the years ended June 30, 2025 and 2024 were as follows:
|
| Agricultural business |
| |||||||||||||||||||||||||
|
| Sown land-crops |
|
| Sugarcane fields |
|
| Breeding cattle and cattle for sale (i) |
|
| Other cattle (i) |
|
| Others |
|
| Total |
| ||||||||||
|
| Level 1 |
|
| Level 3 |
|
| Level 3 |
|
| Level 2 |
|
| Level 2 |
|
| Level 1 |
|
| Level 1 |
| |||||||
Balance as of June 30, 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Non-current (Production) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Current (Consumable) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Balance as of June 30, 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Transfers |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Purchases |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Initial recognition and changes in the fair value of biological assets (i) |
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
| |||||
Decrease due to harvest |
|
|
|
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
| ( | ) | ||||
Sales |
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
|
|
|
| ( | ) | ||||
Consumptions |
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) | |||
Costs for the year |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Foreign exchange |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
| ( | ) | ||
Balance as of June 30, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Non-current (Production) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Current (Consumable) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Balance as of June 30, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Purchases |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Transfers |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Initial recognition and changes in the fair value of biological assets (i) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Decrease due to harvest |
|
|
|
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
| ( | ) | ||||
Sales |
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
|
|
|
| ( | ) | ||||
Consumes |
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) | |||
Costs for the year |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Currency translation adjustment |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
| ( | ) | ||
Balance as of June 30, 2025 |
|
| 8,922 |
|
|
| 41,287 |
|
|
| 27,553 |
|
|
| 70,008 |
|
|
| 851 |
|
|
| 614 |
|
|
| 149,235 |
|
Non-current (Production) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Current (Consumable) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Balance as of June 30, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
| F-66 |
| Table of Contents |
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria |
(i) Biological assets with a production cycle of more than one year (that is, cattle) generated “Initial recognition and changes in fair value of biological assets” amounting to ARS
Crops and oilseeds
The Group’s crops generally include crops and oilseeds (corn, wheat, soybean and sunflower) as well as peanut. The Group measures biological assets that have attained significant biological growth at fair value less costs to sell. The Group measures biological assets that have not attained significant biological growth or when the impact of biological transformation on price is not expected to be material, at cost less any impairment losses, which approximates fair value.
Sugarcane
The Group’s sugarcane production is based in Brazil and to a lesser extent in Bolivia. This crop’s production requires specific weather conditions (tropical and subtropical climates. The Group recognizes these crops at a fair value net of costs of sales as soon as the biological transformation of the bearer plant is observed.
Fair value of biological assets
When an active market exists for biological assets, the Group uses the quoted market price in the principal market as a basis to determine the fair value of its biological assets. Live cattle is measured at fair value less cost to sell, based on market quoted at an auction involving cattle of the same age, breed and genetic merit adjusted, if applicable, to reflect any difference. When there is no active market or market-determined prices are not available, (for example, unharvested crops with significant growth or growing agricultural produce of sugarcane), the Group determines the fair value of a biological asset based on discounted cash flows models.
These models require the input of highly subjective assumptions including observable and unobservable data. The not observable information is determined based on the best information available for example, by reference to historical information of past practices and results, statistics and agricultural information and other analytical techniques. Key assumptions utilized in this method include future market prices, estimated yields at the point of harvest and estimated future costs of harvesting and other costs.
Market prices are generally determined by reference to observable data in the principal market for the agricultural produce. Harvesting costs and other costs are estimated based on historical and statistical data. Yields are estimated based on several factors including the location of the farmland and soil type, environmental conditions, infrastructure and other restrictions and growth at the time of measurement. Yields are subject to a high degree of uncertainty and may be affected by several factors out of the Group’s control including but not limited to extreme or unusual weather conditions, plagues and other crop diseases.
The key assumptions discussed above are highly sensitive. Reasonable shifts in assumptions including but not limited to increases or decreases in prices, costs and discount factors used may result in a significant increase or decrease to the fair value of biological assets recognized at any given time. Cash flows are projected based on estimated production. Estimates of production in themselves are dependent on various assumptions, in addition to those described above, including but not limited to several factors such as location, environmental conditions and other restrictions. Changes in these estimates could materially impact on estimated production, and could therefore affect estimates of future cash flows used in the assessment of fair value. The valuation models and their assumptions are reviewed periodically, and, if necessary, adjusted.
As of June 30 of each year, the Group’s biological assets that are subject to a valuation model include unharvested crops and sugarcane plantations.
The fair value less estimated selling costs of agricultural produce at the point of harvest amount to ARS (
When no quoted prices are available in an active market, the Group uses a range of valuation models. The following table presents main parameters:
Description | Valuation technique | Parameters | Range | |||
Cattle (Level 2) | Comparable market prices | - | ||||
Sown land-crops (Level 3) | Discounted cash flows | Argentina | ||||
Yields: | ||||||
Future of sale prices: | ||||||
Operating cost: | ||||||
Brazil: | ||||||
Yields: | ||||||
Future of sale prices: | ||||||
Operating cost: | ||||||
Sugarcane fields (Level 3) | Discounted cash flows | Brazil: | ||||
Yields: | ||||||
Future of sale prices: | ||||||
Operating cost: |
As of June 30, 2025 and 2024, the better and maximum use of biological assets shall not significantly differ from the current use.
Capitalized cost of production as of June 30, 2025, 2024 and 2023 are as follows:
|
| 06.30.2025 |
|
| 06.30.2024 |
|
| 06.30.2023 |
| |||
Supplies and labors |
|
|
|
|
|
|
|
|
| |||
Salaries, social security costs and other personnel expenses |
|
|
|
|
|
|
|
|
| |||
Depreciation and amortization |
|
|
|
|
|
|
|
|
| |||
Fees and payments for services |
|
|
|
|
|
|
|
|
| |||
Maintenance, security, cleaning, repairs and others |
|
|
|
|
|
|
|
|
| |||
Taxes, rates and contributions |
|
|
|
|
|
|
|
|
| |||
Leases and service charges |
|
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|
|
|
|
|
|
| |||
Freights |
|
|
|
|
|
|
|
|
| |||
Travelling, library expenses and stationery |
|
|
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|
|
|
| |||
Other expenses |
|
|
|
|
|
|
|
|
| |||
|
|
|
|
|
|
|
|
|
| |||
| F-67 |
| Table of Contents |
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria |
15. Inventories
Breakdown of Group’s inventories as of June 30, 2025 and 2024 are as follows:
|
| 06.30.2025 |
|
| 06.30.2024 |
| ||
Crops |
|
|
|
|
|
| ||
Materials and supplies |
|
|
|
|
|
| ||
Sugarcane |
|
|
|
|
|
| ||
Agricultural inventories |
|
|
|
|
|
| ||
Supplies for hotels |
|
|
|
|
|
| ||
Total inventories |
|
|
|
|
|
| ||
As of June 30, 2025 and 2024 the cost of inventories recognized as expense amounted to ARS
16. Financial instruments by category
According to IFRS 7, 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.
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, 2025 are 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 |
|
| Level 2 |
|
|
|
|
|
|
|
| |||||||||||
June 30, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Assets as per Statement of Financial Position |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Trade and other receivables (excluding the allowance for doubtful accounts and other receivables) (Note 17) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Investment in financial assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- Public companies’ securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
- Bonds |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
- Mutual funds |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
- Others |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Derivative financial instruments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- Commodities options contracts |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
- Commodities futures contracts |
|
|
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
| |||||
- Foreign-currency options contracts |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
- Swaps |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
- Others |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Cash and cash equivalents (excluding bank overdrafts): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- Cash on hand and at bank |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
- Short-term investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Total assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
| F-68 |
| Table of Contents |
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria |
|
| Financial liabilities at amortized cost |
|
| Financial liabilities at fair value through profit or loss |
|
| Subtotal financial liabilities |
|
| Non-financial liabilities |
|
| Total |
| |||||
|
| Level 1 |
|
|
|
|
|
|
| |||||||||||
June 30, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Liabilities as per Statement of Financial Position |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Trade and other payables (Note 20) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Borrowings (Note 22) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Derivative financial instruments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- Commodities options contracts |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
- Commodities futures contracts |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
- Foreign-currency options contracts |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
- Foreign-currency future contracts |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
- Swaps |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Lease liabilities (Note 13) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Total liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Financial assets and financial liabilities as of June 30, 2024 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 |
|
| Level 2 |
|
| Level 3 |
|
|
|
|
| |||||||||||||||
June 30, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Assets as per Statement of Financial Position |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Trade and other receivables (excluding the allowance for doubtful accounts and other receivables) (Note 17) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Investment in financial assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- Public companies’ securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
- Bonds |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
- Mutual funds |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
- Others |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Derivative financial instruments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- Commodities options contracts |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
- Commodities futures contracts |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
- Foreign-currency options contracts |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
- Foreign-currency future contracts |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
- Swaps |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
- Options on companies |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
- Others |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Restricted assets (i) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Cash and cash equivalents (excluding bank overdrafts): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- Cash on hand and at bank |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
- Short-term investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Total assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
| F-69 |
| Table of Contents |
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria |
|
| Financial liabilities at amortized cost |
|
| Financial liabilities at fair value through profit or loss |
|
| Subtotal financial liabilities |
|
| Non-financial liabilities |
|
| Total |
| |||||
|
| Level 1 |
|
|
|
|
|
|
| |||||||||||
June 30, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Liabilities as per Statement of Financial Position |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Trade and other payables (Note 20) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Borrowings (Note 22) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Derivative financial instruments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- Commodities options contracts |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
- Commodities futures contracts |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
- Foreign-currency options contracts |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
- Foreign-currency future contracts |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
- Swaps |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Lease liabilities (Note 13) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Total liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
(i) Corresponds to deposits in guarantee and escrows mainly for the payment of loans..
The following are details of the book value of financial instruments recognized, which were offset in the Consolidated Statement of Financial Position:
|
| 06.30.2025 |
|
| 06.30.2024 |
| ||||||||||||||||||
|
| Gross amounts recognized |
|
| Gross amounts offset |
|
| Net amount presented |
|
| Gross amounts recognized |
|
| Gross amounts offset |
|
| Net amount presented |
| ||||||
Financial assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Trade and other receivables (excluding the allowance for doubtful accounts and other receivables) |
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
| ( | ) |
|
|
| ||||
Financial liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade and other payables |
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
| ( | ) |
|
|
| ||||
Income, expense, gains and losses on financial instruments can be assigned to the following categories:
|
| Financial assets and liabilities at amortized cost |
|
| Financial assets and liabilities at fair value through profit or loss |
|
| Total |
| |||
June 30, 2025 |
|
|
|
|
|
|
|
|
| |||
Interest income |
|
|
|
|
|
|
|
|
| |||
Other finance income |
|
|
|
|
|
|
|
|
| |||
Interest and allowances generated by operating assets |
|
|
|
|
|
|
|
|
| |||
Interest expenses |
|
| ( | ) |
|
|
|
|
| ( | ) | |
Lease liabilities interest |
|
| ( | ) |
|
|
|
|
| ( | ) | |
Foreign exchange, net |
|
|
|
|
|
|
|
|
| |||
Fair value gain on financial assets at fair value through profit or gain |
|
|
|
|
|
|
|
|
| |||
Gain from repurchase of Non-convertible Notes |
|
|
|
|
|
|
|
|
| |||
Gain on financial instruments derived from commodities |
|
|
|
|
|
|
|
|
| |||
Loss from derivative financial instruments (except commodities) |
|
|
|
|
| ( | ) |
|
| ( | ) | |
Other financial costs |
|
| ( | ) |
|
|
|
|
| ( | ) | |
Net result (i) |
|
| ( | ) |
|
|
|
|
|
| ||
| F-70 |
| Table of Contents |
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria |
|
| Financial assets and liabilities at amortized cost |
|
| Financial assets and liabilities at fair value through profit or loss |
|
| Total |
| |||
June 30, 2024 |
|
|
|
|
|
|
|
|
| |||
Interest income |
|
|
|
|
|
|
|
|
| |||
Interest and allowances generated by operating assets |
|
|
|
|
|
|
|
|
| |||
Interest expenses |
|
| ( | ) |
|
|
|
|
| ( | ) | |
Lease liabilities interest |
|
| ( | ) |
|
|
|
|
| ( | ) | |
Foreign exchange, net |
|
|
|
|
|
|
|
|
| |||
Fair value gain on financial assets at fair value through profit or gain |
|
|
|
|
|
|
|
|
| |||
Gain from repurchase of Non-convertible Notes |
|
|
|
|
|
|
|
|
| |||
Gain from commodity derivative financial instruments |
|
|
|
|
|
|
|
|
| |||
Loss from derivative financial instruments (except commodities) |
|
|
|
|
| ( | ) |
|
| ( | ) | |
Other financial costs |
|
| ( | ) |
|
|
|
|
| ( | ) | |
Net result (i) |
|
|
|
|
|
|
|
|
| |||
|
| Financial assets and liabilities at amortized cost |
|
| Financial assets and liabilities at fair value through profit or loss |
|
| Total |
| |||
June 30, 2023 |
|
|
|
|
|
|
|
|
| |||
Interest income |
|
|
|
|
|
|
|
|
| |||
Interest and allowances generated by operating assets |
|
| ( | ) |
|
|
|
|
| ( | ) | |
Interest expenses |
|
| ( | ) |
|
|
|
|
| ( | ) | |
Lease liabilities interest |
|
| ( | ) |
|
|
|
|
| ( | ) | |
Foreign exchange, net |
|
|
|
|
|
|
|
|
| |||
Fair value gain on financial assets at fair value through profit or gain |
|
|
|
|
|
|
|
|
| |||
Gain from repurchase of Non-convertible Notes |
|
|
|
|
|
|
|
|
| |||
Gain from commodity derivative financial instruments |
|
|
|
|
|
|
|
|
| |||
Gain from derivative financial instruments (except commodities) |
|
|
|
|
|
|
|
|
| |||
Other financial costs |
|
| ( | ) |
|
|
|
|
| ( | ) | |
Net result (i) |
|
| ( | ) |
|
|
|
|
|
| ||
(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 in ”Other operating results, net”.
The following table presents the changes in Level 3 financial instruments as of June 30, 2025 and 2024:
|
| Investments in financial assets - Others |
|
| Total |
| ||
Balances at June 30, 2023 |
|
|
|
|
|
| ||
Additions and acquisitions |
|
|
|
|
|
| ||
Balances at June 30, 2024 |
|
|
|
|
|
| ||
Gain for the year (i) |
|
| ( | ) |
|
| ( | ) |
Balances at June 30, 2025 |
|
|
|
|
|
| ||
| F-71 |
| Table of Contents |
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria |
(i) Included within “Financial results, net” in the Consolidated Statement of Income and Other Comprehensive Income
During the fiscal years ended June 30, 2025 and 2024, there were no transfers between levels. 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 2 and Level 3 instruments, details of which may be obtained from the following table.
Description |
| Pricing model / method |
| Parameters |
| Fair value hierarchy |
| Range |
|
| Theoretical price |
|
| Level 2 |
| - | |
| Black & Scholes with dilution |
|
| Level 3 |
| - |
As of June 30, 2025, there have been no changes to the economic or business circumstances affecting the fair value of the financial assets and liabilities of the group that were not considered in the fair value estimation.
As of June 30, 2025, the carrying amount of assets and liabilities measured at amortized cost does not differ significantly from their fair value, except for loans, whose fair value is disclosed in Note 22.
17. Trade and other receivables
Group’s trade and other receivables as of June 30, 2025 and 2024 were as follows:
|
| 06.30.2025 |
|
| 06.30.2024 |
| ||
Trade, leases and services receivable (*) |
|
|
|
|
|
| ||
Less: allowance for doubtful accounts |
|
| ( | ) |
|
| ( | ) |
Total trade receivables |
|
|
|
|
|
| ||
Prepayments |
|
|
|
|
|
| ||
Borrowings, deposits and others |
|
|
|
|
|
| ||
Guarantee deposits |
|
|
|
|
|
| ||
Tax receivables |
|
|
|
|
|
| ||
Others |
|
|
|
|
|
| ||
Total other receivables |
|
|
|
|
|
| ||
Total trade and other receivables |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Non-current |
|
|
|
|
|
| ||
Current |
|
|
|
|
|
| ||
Total |
|
|
|
|
|
| ||
(*) Includes field sales credits, which are revalued based on the soybean price and the livestock weight measured in arrobas at each balance sheet date. The related impact in the Consolidated Statement of Income and Other Comprehensive Income is presented within “Financial results, net.
Book amounts of Group's trade and other receivables in foreign currencies are detailed in Note 34.
The fair value of current receivables approximates their respective carrying amounts because, due to their short-term nature, the effect of discounting is not considered significant.
Trade accounts receivables are generally 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:
|
| 06.30.2025 |
|
| 06.30.2024 |
| ||
Beginning of the year |
|
|
|
|
|
| ||
Additions (i) |
|
|
|
|
|
| ||
Recovery (i) |
|
| ( | ) |
|
| ( | ) |
Currency translation adjustment |
|
|
|
|
|
| ||
Used during the year |
|
| ( | ) |
|
| ( | ) |
Inflation adjustment |
|
| ( | ) |
|
| ( | ) |
End of the year |
|
|
|
|
|
| ||
| F-72 |
| Table of Contents |
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria |
(i) The creation and release of the provision for impaired receivables have been included in “Selling expenses” in the Consolidated Statement of Income and Other Comprehensive Income (Note.27).
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, 2025 and 2024 (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):
|
| Expired |
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
|
| Up to 3 months |
|
| From 3 to 6 months |
|
| Over 6 months |
|
| Not past due |
|
| Allowance |
|
| Total |
|
| % of representation |
| |||||||
Leases and services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| % | |||||||
Sale of properties and developments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| % | |||||||
Agricultural products |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| % | |||||||
Total as of 06.30.2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| % | |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Expired |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
|
| Up to 3 months |
|
| From 3 to 6 months |
|
| Over 6 months |
|
| Not past due |
|
| Allowance |
|
| Total |
|
| % of representation |
| |||||||
Leases and services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| % | |||||||
Sale of properties and developments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| % | |||||||
Agricultural products |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| % | |||||||
Total as of 06.30.2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| % | |||||||
18. Cash flow information
Following is a detailed description of cash flows generated by the Group’s operations for the years ended June 30, 2025, 2024 and 2023:
|
| Note |
|
| 06.30.2025 |
|
| 06.30.2024 Restated (i) |
|
| 06.30.2023 Restated (i) |
| ||||
Profit for the year |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Adjustments for: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Income tax |
|
| 23 |
|
|
|
|
|
| ( | ) |
|
| ( | ) | |
Amortization and depreciation |
|
| 27 |
|
|
|
|
|
|
|
|
|
| |||
Loss / (gain) from disposal of trading properties |
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | |
(Gain) / loss from disposal of property, plant and equipment |
|
|
|
|
|
| ( | ) |
|
|
|
|
|
| ||
Realization of currency translation adjustment |
|
|
|
|
|
|
|
|
|
|
|
| ( | ) | ||
Net (gain) / loss from fair value adjustment of investment properties |
|
|
|
|
|
| ( | ) |
|
|
|
|
|
| ||
Gain from lease modification |
|
|
|
|
|
| ( | ) |
|
|
|
|
|
| ||
Impairment of trading properties |
|
| 28 |
|
|
|
|
|
|
|
|
|
| |||
(Gain) / loss from disposal of subsidiary and associates |
|
| 28 |
|
|
| ( | ) |
|
|
|
|
|
| ||
Financial results, net |
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | |
Provisions and allowances |
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Share of profit of associates and joint ventures |
|
| 8 |
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Management fees |
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Changes in net realizable value of agricultural products after harvest |
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
|
| |
Unrealized initial recognition and changes in fair value of biological assets and agricultural products at the point of harvest |
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Gain from disposal of farmlands |
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase in inventories |
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Decrease / (increase) in trading properties |
|
|
|
|
|
|
|
|
| ( | ) |
|
|
| ||
Decrease in biological assets |
|
|
|
|
|
|
|
|
|
|
|
|
| |||
(Increase) / decrease in trade and other receivables |
|
|
|
|
|
| ( | ) |
|
|
|
|
|
| ||
Decrease in trade and other payables |
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Increase / (decrease) in salaries and social security liabilities |
|
|
|
|
|
|
|
|
| ( | ) |
|
|
| ||
Decrease in provisions |
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Decrease in lease liabilities |
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Net variation in derivative financial instruments |
|
|
|
|
|
|
|
|
|
|
|
| ( | ) | ||
Decrease in right of use assets |
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Net cash generated from operating activities before income tax paid |
|
|
|
|
|
|
|
|
|
|
|
|
| |||
| F-73 |
| Table of Contents |
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria |
The following table shows a detail of significant non-cash transactions occurred in the years ended June 30, 2025, 2024 and 2023:
|
| 06.30.2025 |
|
| 06.30.2024 |
|
| 06.30.2023 |
| |||
Increase in investment properties through an increase in trade and other payables |
|
|
|
|
|
|
|
|
| |||
Decrease in investment properties through an increase in property, plant and equipment |
|
|
|
|
|
|
|
|
| |||
Currency translation adjustment and other comprehensive results from associates and joint ventures |
|
|
|
|
|
|
|
|
| |||
Other changes in shareholders' equity |
|
|
|
|
|
|
|
|
| |||
Increase of non-convertible notes through a decrease in non-convertible notes |
|
|
|
|
|
|
|
|
| |||
Increase in investment properties through a decrease in trading properties |
|
|
|
|
|
|
|
|
| |||
Decrease in property, plant and equipment through an increase in investment properties |
|
|
|
|
|
|
|
|
| |||
Increase in shareholders' equity through an increase in investment properties |
|
|
|
|
|
|
|
|
| |||
Increase in deferred income tax liabilities through a decrease in shareholders' equity |
|
|
|
|
|
|
|
|
| |||
Decrease in lease liabilities through a decrease in trade and other receivables |
|
|
|
|
|
|
|
|
| |||
Decrease in lease liabilities through an increase in trade and other payables |
|
|
|
|
|
|
|
|
| |||
Decrease in property, plant and equipment through an increase in shareholders' equity |
|
|
|
|
|
|
|
|
| |||
Increase in investment properties through a decrease in investment in financial assets |
|
|
|
|
|
|
|
|
| |||
Decrease in investment in financial assets through a decrease in trade and other payables |
|
|
|
|
|
|
|
|
| |||
Decrease in investment in financial assets through an increase in trade and other receivables |
|
|
|
|
|
|
|
|
| |||
Increase in property, plant and equipment through an increase in trade and other payables |
|
|
|
|
|
|
|
|
| |||
Decrease in property, plant and equipment through an increase in trade and other receivables |
|
|
|
|
|
|
|
|
| |||
Increase in investment in financial assets through an increase in borrowings |
|
|
|
|
|
|
|
|
| |||
Decrease in shareholders' equity through a decrease in investment in financial assets |
|
|
|
|
|
|
|
|
| |||
Increase in right of use assets through an increase in lease liabilities |
|
|
|
|
|
|
|
|
| |||
Increase in investment in associates and joint ventures through a decrease in financial assets |
|
|
|
|
|
|
|
|
| |||
Increase in intangible assets through a decrease in investment properties |
|
|
|
|
|
|
|
|
| |||
Increase in intangible assets through an increase in trade and other payables |
|
|
|
|
|
|
|
|
| |||
Increase in investments in financial assets through a decrease in trade and other receivables |
|
|
|
|
|
|
|
|
| |||
Decrease in investment in associates and joint ventures through an increase in trade and other receivables |
|
|
|
|
|
|
|
|
| |||
Decrease in investment properties through an increase in trade and other receivables |
|
|
|
|
|
|
|
|
| |||
Increase in investments in financial assets through a decrease in investment in associates and joint ventures |
|
|
|
|
|
|
|
|
| |||
Decrease in trading properties through an increase in trade and other receivables |
|
|
|
|
|
|
|
|
| |||
Decrease in intangible assets through an increase in trading properties |
|
|
|
|
|
|
|
|
| |||
Increase in investments in financial assets through an increase in trade and other payables |
|
|
|
|
|
|
|
|
| |||
Decrease in investment in associates and joint ventures through a decrease in borrowings |
|
|
|
|
|
|
|
|
| |||
Increase in group of assets held for sale through a decrease in property, plant and equipment |
|
|
|
|
|
|
|
|
| |||
Increase in investment properties through a decrease in trade and other receivables |
|
|
|
|
|
|
|
|
| |||
Increase in investment in associates and joint ventures through an increase in trade and other payables |
|
|
|
|
|
|
|
|
| |||
Barter transaction investment properties |
|
|
|
|
|
|
|
|
| |||
Decrease in investment properties through a decrease in investments in financial assets |
|
|
|
|
|
|
|
|
| |||
Decrease in shareholders' equity through an increase in trade and other payables |
|
|
|
|
|
|
|
|
| |||
Increase in investments in financial assets through a decrease in derivative financial instruments |
|
|
|
|
|
|
|
|
| |||
Increase in shareholders' equity through a decrease in trade and other payables |
|
|
|
|
|
|
|
|
| |||
Increase in borrowings through a decrease in trade and other payables |
|
|
|
|
|
|
|
|
| |||
Decrease in borrowings through an increase in trade and other payables |
|
|
|
|
|
|
|
|
| |||
Decrease in intangible assets through an increase in Investment properties |
|
|
|
|
|
|
|
|
| |||
Decrease in borrowings through a decrease in trading properties |
|
|
|
|
|
|
|
|
| |||
Decrease in shareholders' equity through a decrease in trade and other receivables |
|
|
|
|
|
|
|
|
| |||
Decrease in investment properties through an increase in trading properties |
|
|
|
|
|
|
|
|
| |||
Increase in intangible assets through an increase in payroll and social security liabilities |
|
|
|
|
|
|
|
|
| |||
Decrease in investment in associates and joint ventures in borrowings through a decrease in trade and other payables |
|
|
|
|
|
|
|
|
| |||
| F-74 |
| Table of Contents |
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria |
19. Shareholders’ Equity
Share capital and share premium
The Group's share capital is represented by common shares with a nominal value of ARS
On February 17, 2021, the Company announced the launch of its public offering of shares for up to
On March 5, 2021, having concluded the period to exercise the pre-emptive subscription right, the Company's shareholders have subscribed under the pre-emptive right the amount of
Likewise,
The Company received all the funds in the amount of ARS
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.
Treasury shares
On July 22, 2022, the Board of Directors of Cresud approved the terms and conditions for the acquisition of common 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 21, 2022, the above mention plan was completed, having acquired the equivalent of
On November 11, 2022, the Board of Directors of Cresud approved a new program for the repurchase of common shares issued by the Company and established the terms and conditions for the acquisition of common 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 May 10, 2023, the Company communicated the modification of the acquisition price of its own shares in ARS up to a maximum value of ARS
On January 18, 2024, CRESUD reported that the Share Buyback Program approved by the Board of Directors on November 11, 2022, for up to the sum of ARS
On October 28, 2024, the Board of Directors of CRESUD approved a new share repurchase program of the securities issued by the Company and established the terms and conditions for the acquisition of treasury shares issued by the Company, pursuant to Article 64 of Law No. 26,831 and CNV regulations, for up to ARS
On December 19, 2024, the Company announced the completion of the share repurchase program, having acquired in the local market
Warrants
Common stock purchase options (warrants), issued by IRSA with common shares during the fiscal year and treated as equity instruments, 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.
| F-75 |
| Table of Contents |
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria |
Legal reserve
According to Law N° 19,550,
Special reserve GR 609/12
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, 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 Group has applied IFRS, as issued by the IASB, for the first time in the year beginning July 1, 2012, with the transition date being July 1, 2011. Pursuant to CNV General Ruling N° 609/12, the Company set up a special reserve, to reflect the positive difference between the balance at the beginning of retained earnings disclosed in the first Financial Statements prepared according to IFRS and the balance at closing of retained earnings disclosed in the last Financial Statements prepared in accordance with previously effective accounting standards. The reserve recorded in due course amounted to ARS
Special reserve
On October 28, 2022 the Ordinary Shareholders’ Meeting, established a special reserve that amounts to ARS
Dividends
On October 28, 2022 and April 27, 2023 the Ordinary and Extraordinary Shareholders' Meeting approved the distribution of a dividend to shareholders for up to ARS
On October 5, 2023, the Ordinary and Extraordinary Shareholders' Meeting of CRESUD approved distribution the distribution of a cash dividend for the sum of ARS
On October 28, 2024, CRESUD held its Ordinary and Extraordinary Shareholders’ Meeting, where it was resolved to distribute a dividend to the Shareholders in proportion to their shareholdings, payable in cash for the amount of ARS
The amounts are expressed in the currency defined as approved by the Ordinary and Extraordinary Shareholders’ Meeting.
Distribution of treasury shares
On October 28, 2022, the Ordinary and Extraordinary Shareholders' Meeting approved the creation of a new incentive plan for employees, management and directors to join without a share premium for up to
On April 27, 2023, the Ordinary and Extraordinary Shareholders' Meeting of Cresud approved the distribution of
Additional paid-in capital from treasury shares
When the treasury shares are sold, the difference between the net realization value of the treasury shares sold and their acquisition cost will be allocated, both in the case of positive or negative results, to an account of non-capitalized contributions. of the owners that will be denominated " Additional paid-in capital from treasury shares".
20. Trade and other payables
Group’s trade and other payables as of June 30, 2025 and 2024 were as follows:
|
| 06.30.2025 |
|
| 06.30.2024 |
| ||
Trade payables |
|
|
|
|
|
| ||
Advances from sales, leases and services (*) |
|
|
|
|
|
| ||
Accrued invoices |
|
|
|
|
|
| ||
Deferred income |
|
|
|
|
|
| ||
Admission fees (*) |
|
|
|
|
|
| ||
Deposits in guarantee |
|
|
|
|
|
| ||
Total trade payables |
|
|
|
|
|
| ||
Dividends payable to non-controlling interests |
|
|
|
|
|
| ||
Tax payables |
|
|
|
|
|
| ||
Director´s Fees |
|
|
|
|
|
| ||
Management fees |
|
|
|
|
|
| ||
Others |
|
|
|
|
|
| ||
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 3 to 5 years. The variation is mainly due to the new contracts signed and an extraordinary rent in Alto Avellaneda.
The fair value of payables approximates their respective carrying amounts because, due to their short-term nature, the effect of discounting is not considered significant. Fair values are based on discounted cash flows (Level 3).
| F-76 |
| Table of Contents |
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria |
21. 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.
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 June 30, 2023 |
|
|
|
|
|
|
|
|
| |||
Additions (i) |
|
|
|
|
|
|
|
|
| |||
Decreases (i) |
|
| ( | ) |
|
|
|
|
| ( | ) | |
Participation in the results |
|
|
|
|
|
|
|
|
| |||
Inflation adjustment |
|
| ( | ) |
|
|
|
|
| ( | ) | |
Currency translation adjustment |
|
| ( | ) |
|
|
|
|
| ( | ) | |
Used during the year |
|
| ( | ) |
|
|
|
|
| ( | ) | |
As of June 30, 2024 |
|
|
|
|
|
|
|
|
| |||
Additions (i) |
|
|
|
|
|
|
|
|
| |||
Decreases (i) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Participation in the results |
|
|
|
|
|
|
|
|
| |||
Inflation adjustment |
|
| ( | ) |
|
|
|
|
| ( | ) | |
Currency translation adjustment |
|
|
|
|
|
|
|
|
| |||
Used during the year |
|
| ( | ) |
|
|
|
|
| ( | ) | |
As of June 30, 2025 |
|
|
|
|
|
|
|
|
| |||
|
| 06.30.2025 |
|
| 06.30.2024 |
| ||
Non-current |
|
|
|
|
|
| ||
Current |
|
|
|
|
|
| ||
Total |
|
|
|
|
|
| ||
(i) Additions and decreases are included in "Other operating results, net".
(ii) Corresponds to the equity interest in Puerto Retiro and Agrofy in 2025 and 2024. Additions and decreases 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
| F-77 |
| Table of Contents |
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria |
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 present the requested documentation as part of the evidentiary stage. A preliminary hearing was held in which the parties discussed the document requests and agreed to attempt to reach a consensus on certain facts of the case. In that hearing, the parties were granted a deadline until October 2024 to present witnesses. A list of witnesses has been submitted, and the parties are negotiating to agree on certain facts of the case to be reflected in a document to be submitted to the Court within the evidentiary stage. On March 30, 2025, a hearing was held in which the Court ordered IDBD to provide all the documents requested by IRSA and Dolphin and, if necessary, to request the relevant documentation from bondholders, setting a deadline of the end of April 2025. Should the bondholders refuse, IRSA and Dolphin would be entitled to file a judicial request to obtain such documentation. The Court has suggested that the parties engage in private negotiations or mediation to reach a settlement of the dispute; however, no dates have yet been set to commence such negotiations.
The Company is discussing the admissibility 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 legal advisors and the actions taken to date, an accounting provision related to this claim has been recorded in accordance with the applicable accounting standards. As of the date of issuance of these financial statements, the process is still ongoing.
Trial and Preventive Seizure - Province of Salta
On December 6, 2024, Cresud and Salta Forestal signed an agreement (which entered into force in January 2025), terminating all pending executive judicial and contentious-administrative proceedings between the parties. They agreed to the payment of the claimed royalties, the return of the surpluses seized from Cresud, and established guidelines for the settlement and payment of future royalties, thus resolving all disputes between the parties up to the date of the agreement.
22. Borrowings
The breakdown and the fair value of the Group borrowings as of June 30, 2025 and 2024 was as follows:
|
| Book value |
|
| Fair value |
| ||||||||||
|
| 06.30.2025 |
|
| 06.30.2024 |
|
| 06.30.2025 |
|
| 06.30.2024 |
| ||||
Non-convertible notes |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Bank loans |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Bank overdrafts |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Others |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Total borrowings |
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-current |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
Current |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
As of June 30, 2025 and 2024, total borrowings include collateralized liabilities (seller financing 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.
| F-78 |
| Table of Contents |
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria |
The maturity of the Group's borrowings is as follows:
|
| 06.30.2025 |
|
| 06.30.2024 |
| ||
|
|
|
|
|
|
| ||
Capital: |
|
|
|
|
|
| ||
Less than one year |
|
|
|
|
|
| ||
Between 1 and 2 years |
|
|
|
|
|
| ||
Between 2 and 3 years |
|
|
|
|
|
| ||
Between 3 and 4 years |
|
|
|
|
|
| ||
Between 4 and 5 years |
|
|
|
|
|
| ||
More than 5 years |
|
|
|
|
|
| ||
|
|
|
|
|
|
| ||
Accrued interest: |
|
|
|
|
|
|
|
|
Less than one year |
|
|
|
|
|
| ||
Between 1 and 2 years |
|
|
|
|
|
| ||
Between 2 and 3 years |
|
|
|
|
|
| ||
Between 3 and 4 years |
|
|
|
|
|
| ||
Between 4 and 5 years |
|
|
|
|
|
| ||
More than 5 years |
|
|
|
|
|
| ||
|
|
|
|
|
|
| ||
|
|
|
|
|
|
| ||
The following table shows a detail of evolution of borrowing during the years ended June 30, 2025 and 2024:
|
| 06.30.2025 |
|
| 06.30.2024 |
| ||
Balance at the beginning of the year |
|
|
|
|
|
| ||
Borrowings |
|
|
|
|
|
| ||
Payment of borrowings |
|
| ( | ) |
|
| ( | ) |
(Payment) / collection of short term loans, net |
|
| ( | ) |
|
|
| |
Incorporation by business combination (i) |
|
|
|
|
|
| ||
Interests paid |
|
| ( | ) |
|
| ( | ) |
Accrued interests |
|
|
|
|
|
| ||
Currency translation adjustment and exchange differences, net |
|
|
|
|
|
| ||
Inflation adjustment |
|
| ( | ) |
|
| ( | ) |
Reclassifications and other movements |
|
| ( | ) |
|
|
| |
Balance at the end of the year |
|
|
|
|
|
| ||
(i) See Note 4 Acquisition Nova Horizonte
| F-79 |
| Table of Contents |
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria |
The following tables 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, 2025 and 2024:
|
| 06.30.2025 |
| |||||||||||||
|
| Argentine Peso |
|
| Brazilian Reais |
|
| Uruguayan Peso |
|
| Total |
| ||||
Fixed rate: |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Argentine Peso |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Brazilian Reais |
|
|
|
|
|
|
|
|
|
|
|
| ||||
US Dollar |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Subtotal fixed-rate borrowings |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Floating rate: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Brazilian Reais |
|
|
|
|
|
|
|
|
|
|
|
| ||||
US Dollar |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Subtotal floating rate borrowings |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Total borrowings |
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
| 06.30.2024 |
| |||||||||||||
|
| Argentine Peso |
|
| Brazilian Reais |
|
| Uruguayan Peso |
|
| Total |
| ||||
Fixed rate: |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Argentine Peso |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Brazilian Reais |
|
|
|
|
|
|
|
|
|
|
|
| ||||
US Dollar |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Subtotal fixed-rate borrowings |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Floating rate: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Argentine Peso |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Brazilian Reais |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Subtotal floating rate borrowings |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Total borrowings |
|
|
|
|
|
|
|
|
|
|
|
| ||||
The following describes the debt issuances made by the Group for the years ended June 30, 2025, and 2024:
Entity | Class | Issuance / expansion date | Amount in original currency | Maturity date | Interest rate | Principal payment | Interest payment |
CRESUD | ARS | Badlar + 0.00% | |||||
CRESUD | USD | ||||||
CRESUD | USD | 6.00% | |||||
CRESUD | USD | ||||||
CRESUD | USD | ||||||
IRSA | USD | ||||||
IRSA | ARS | ||||||
IRSA | USD | ||||||
IRSA | ARS | ||||||
IRSA | USD | ||||||
IRSA | USD | ||||||
IRSA | USD |
| F-80 |
| Table of Contents |
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria |
Series XLVI Notes - CRESUD
On July 18, 2024, Cresud issued Notes on the local market for a total amount of USD
· Series XLVI Notes:
Series XLVII Notes - CRESUD
On November 15, 2024, the Company issued Notes on the local market for a total amount of USD
· Series XLVII Notes:
Local Notes Issuance – Series XXII & XXIII Notes - IRSA
On October 23, 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
· Series XXIII: Denominated in dollars for USD
Series XXIV Notes - IRSA
On March 31, 2025, IRSA issued Series XXIV Notes for a nominal value of USD
The Series XXIV Notes were issued under New York Law, will mature on March 31, 2035, and will accrue interest at a fixed annual nominal rate of
Of the amount issued, USD
Additionally, USD
On the settlement dates (early and late) of the exchange, partial cancellations of Series XIV Notes were made, leaving an outstanding amount of USD
The Class XXIV Notes include certain financial covenants related to the incurrence of additional debt, restricted payments, limitations on transactions with affiliates, among others.
| F-81 |
| Table of Contents |
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria |
23. Income tax
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.
Submission of income tax presentation
In fiscal years 2022, 2023 and 2024, the Company filed its income tax return with the Argentine Tax Authorities applying the systemic and comprehensive inflation adjustment mechanism, as detailed below:
| · | Restating tax depreciations pursuant to Articles 87 and 88 for assets acquired or constructed prior to July 1, 2018; |
| · | Adjusting the tax basis of real estate assets acquired or constructed prior to July 1, 2018 and sold in the year, in accordance with Article 63; |
| · | Adjusting all tax loss carryforwards from prior fiscal years, following the methodology set forth in Article 25; |
| · | Adjusting the cost of inventories (breeding livestock and sowing) as established in Articles 56 and 57; all the aforementioned articles belong to the Argentine Income Tax Law (as restated in 2019); |
| · | Adjusting the tax basis of shares acquired prior to July 1, 2018 and sold during the year in accordance with Article 65. |
Together with the aforementioned tax returns, the Company filed a multi-note form informing the application of such mechanisms, arguing that the effective tax rate would represent a percentage exceeding reasonable limits of taxation, thereby giving rise to a confiscatory situation in violation of Article 17 of the Argentine National Constitution (pursuant to the doctrine of the ruling “Candy S.A. v. AFIP et al. on Writ of Amparo”, judgment dated July 3, 2009, Fallos 332:1571, and subsequent precedents).
As of the issuance date of these financial statements, there are judicial precedents consistent with the Company’s position: the Candy ruling and the Supreme Court of Justice ruling in the case “Telefónica de Argentina S.A. et al. v. EN – AFIP – DGI on Dirección General Impositiva.”
Under the same criterion applied in the tax returns filed in the years mentioned, the provision for income tax for fiscal year 2025 was recorded.”
The Group 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 Group’s income tax, is as follows:
|
| 06.30.2025 |
|
| 06.30.2024 |
|
| 06.30.2023 |
| |||
Current income tax (i) |
|
| ( | ) |
|
| ( | ) |
|
|
| |
Deferred income tax |
|
|
|
|
|
|
|
|
| |||
Income tax (i) |
|
| ( | ) |
|
|
|
|
|
| ||
(i) 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 |
|
| ||
Brazil |
|
| ||
Uruguay |
|
| ||
Bolivia |
|
| ||
USA |
|
| ||
Bermudas |
|
| ||
Israel |
|
| ||
| F-82 |
| Table of Contents |
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria |
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, 2025, 2024 and 2023:
|
| 06.30.2025 |
|
| 06.30.2024 |
|
| 06.30.2023 |
| |||
Tax calculated at the tax rates applicable to profit in the respective countries (i) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Permanent differences: |
|
|
|
|
|
|
|
|
|
|
|
|
Tax inflation adjustment |
|
| ( | ) |
|
| ( | ) |
|
|
| |
Share of profit of associates and joint ventures |
|
|
|
|
|
|
|
|
| |||
Result from sale of participation in associates and joint ventures |
|
| ( | ) |
|
| ( | ) |
|
|
| |
Difference between provision and affidavit (ii) |
|
| ( | ) |
|
| ( | ) |
|
|
| |
Fiscal transparency |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Recovery of unrecognized tax loss carry-forwards |
|
|
|
|
|
|
|
|
| |||
Non-taxable profit |
|
|
|
|
|
|
|
|
| |||
Others |
|
|
|
|
| ( | ) |
|
|
| ||
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, 2025, 2024 and 2023, the tax rate in the Argentine Republic was
(ii) 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, 2025 and 2024 will be recovered as follows:
|
| 06.30.2025 |
|
| 06.30.2024 |
| ||
Deferred income tax assets to be recovered after more than 12 months |
|
|
|
|
|
| ||
Deferred income tax assets to be recovered within 12 months |
|
|
|
|
|
| ||
Deferred income tax assets |
|
|
|
|
|
| ||
Deferred income tax liabilities to be recovered after more than 12 months |
|
| ( | ) |
|
| ( | ) |
Deferred income tax liabilities to be recovered within 12 months |
|
| ( | ) |
|
| ( | ) |
Deferred income tax liabilities |
|
| ( | ) |
|
| ( | ) |
Total deferred income tax liabilities, net |
|
| ( | ) |
|
| ( | ) |
The movement in the deferred income tax assets and liabilities during the years ended June 30, 2025 and 2024, without taking into consideration the offsetting of balances within the same tax jurisdiction, is as follows:
|
| At the beginning |
|
| Currency translation adjustment |
|
| Charged to the Statement of Income |
|
| Revaluation surplus |
|
| At the end |
| |||||
June 30, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Trade and other payables |
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
|
| ||||
Tax loss carry-forwards |
|
|
|
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
| |||
Others |
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
|
| ||||
Borrowings |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Subtotal assets |
|
|
|
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
| |||
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment properties and property, plant and equipment |
|
| ( | ) |
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) | |
Biological assets |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
| ( | ) | |||
Trade and other receivables |
|
| ( | ) |
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) | ||
Investments |
|
| ( | ) |
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) | ||
Intangible assets |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
| ( | ) | |||
Tax inflation adjustment |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
| ( | ) | |||
Inventories |
|
| ( | ) |
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) | ||
Others |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
| ( | ) | |
Subtotal liabilities |
|
| ( | ) |
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | ||
Liabilities, net |
|
| ( | ) |
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | ||
| F-83 |
| Table of Contents |
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria |
|
| At the beginning |
|
| Currency translation adjustment |
|
| Charged to the Statement of Income |
|
| Revaluation surplus |
|
| At the end |
| |||||
June 30, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Trade and other payables |
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
|
| ||||
Tax loss carry-forwards |
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
|
| ||||
Others |
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
|
| ||||
Borrowings |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Subtotal assets |
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
|
| ||||
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment properties and property, plant and equipment |
|
| ( | ) |
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | ||
Biological assets |
|
| ( | ) |
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) | ||
Trade and other receivables |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
| ( | ) | |||
Investments |
|
| ( | ) |
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) | ||
Intangible assets |
|
| ( | ) |
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) | ||
Tax inflation adjustment |
|
| ( | ) |
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) | ||
Inventories |
|
| ( | ) |
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) | ||
Others |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
| (15,673 | ) | |
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 expire within
As of June 30, 2025, the Group's recognized tax loss carry forward prescribed as follows:
Jurisdiction |
| 06.30.2025 |
|
| Date of generation |
| Due date | ||
Argentina |
|
|
|
| 2021 |
| 2026 | ||
Argentina |
|
|
|
| 2022 |
| 2027 | ||
Argentina |
|
|
|
| 2023 |
| 2028 | ||
Argentina |
|
|
|
| 2024 |
| 2029 | ||
Argentina |
|
|
|
| 2025 |
| 2030 | ||
Brazil |
|
|
|
| 2019-2024 |
| Do not expire | ||
Total cumulative tax loss carry-forwards |
|
|
|
|
|
|
| ||
The Group assesses the realizability of deferred income tax assets, by considering whether it is probable that some portion or all of the deferred income tax assets will not be realized. In order to make this assessment, Management considers the scheduled reversal of deferred income tax liabilities, projected business and tax planning strategies.
On this basis, it is estimated that as of June 30, 2025, all deferred tax assets and tax credits will be realized.
The Group did not recognize deferred income tax assets (tax loss carry forwards) of ARS
With respect to Note 1 on the retroactive restatement of previously issued financial statements, the additional tax loss that would have been recognized in connection with management fees would have been provisioned together with the other previously recognized tax losses, and therefore has no impact on deferred tax or on income tax.
| F-84 |
| Table of Contents |
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria |
24. Leases
The Group as lessee
Operating leases
In the ordinary course of business, the Group enters into several operating lease agreements. Group conducts a portion of its agricultural activities on land rented from third parties under operating lease contracts averaging a harvest year. Rent expense for the years ended as of June 30, 2025, 2024 and 2023 amounted to ARS
The Group is also using land in the Province of Salta under rights of use agreement (the "Anta Agreement") for which the Group is currently paying a rent fee of 10% of the production. Rent expense paid for the years ended as of June 30, 2025, 2024 and 2023 amounted to ARS
The Group leases property or spaces for administrative or commercial use both in Argentina and in Israel, under operating leases. 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 32). The amounts involved are not material for any of the periods filed.
The future aggregate minimum lease payments the Group will have to cancel under non-cancellable operating leases were as follows:
|
| 06.30.2025 |
|
| 06.30.2024 |
|
| 06.30.2023 |
| |||
No later than 1 year |
|
|
|
|
|
|
|
|
| |||
Later than 1 year and not later than 5 years |
|
|
|
|
|
|
|
|
| |||
More than 5 years |
|
|
|
|
|
|
|
|
| |||
|
|
|
|
|
|
|
|
|
| |||
The Group as lessor
Operating leases (Shopping malls, offices and other buildings)
In the segments Shopping malls and Offices and Others, 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.
Rental properties are considered to be investment properties. Book value is included in Note 9. The future minimum proceeds generated from non-cancellable operating leases from Group’s Shopping malls, offices and other buildings are as follows:
|
| 06.30.2025 |
|
| 06.30.2024 |
|
| 06.30.2023 |
| |||
No later than 1 year |
|
|
|
|
|
|
|
|
| |||
Later than 1 year and not later than 5 years |
|
|
|
|
|
|
|
|
| |||
More than 5 years |
|
|
|
|
|
|
|
|
| |||
|
|
|
|
|
|
|
|
|
| |||
Operating leases (Farmlands)
From time to time, the Group leases certain farmlands. The leases have an average term of one crop year. Rental income is generally based on the market price of a particular crop multiplied by a fixed amount of tons per hectare leased or based on a fixed amount in dollars per hectare leased.
The future aggregate minimum lease proceeds under non-cancellable operating leases from the Group are as follows:
|
| 06.30.2025 |
|
| 06.30.2024 |
|
| 06.30.2023 |
| |||
No later than 1 year |
|
|
|
|
|
|
|
|
| |||
Later than 1 year and not later than 5 years |
|
|
|
|
|
|
|
|
| |||
More than 5 years |
|
|
|
|
|
|
|
|
| |||
|
|
|
|
|
|
|
|
|
| |||
| F-85 |
| Table of Contents |
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria |
25. Revenues
|
| 06.30.2025 |
|
| 06.30.2024 |
|
| 06.30.2023 |
| |||
Crops |
|
|
|
|
|
|
|
|
| |||
Sugarcane |
|
|
|
|
|
|
|
|
| |||
Cattle |
|
|
|
|
|
|
|
|
| |||
Supplies |
|
|
|
|
|
|
|
|
| |||
Consignment |
|
|
|
|
|
|
|
|
| |||
Advertising and brokerage fees |
|
|
|
|
|
|
|
|
| |||
Agricultural rental and other services |
|
|
|
|
|
|
|
|
| |||
Income from sales and services from agricultural business |
|
|
|
|
|
|
|
|
| |||
Trading properties and developments |
|
|
|
|
|
|
|
|
| |||
Rental and services |
|
|
|
|
|
|
|
|
| |||
Hotel operations, tourism services and others |
|
|
|
|
|
|
|
|
| |||
Income from sales and services from urban properties and investment business |
|
|
|
|
|
|
|
|
| |||
Total revenues |
|
|
|
|
|
|
|
|
| |||
26. Costs
|
| 06.30.2025 |
|
| 06.30.2024 |
|
| 06.30.2023 |
| |||
Other operative costs |
|
|
|
|
|
|
|
|
| |||
Cost of property operations |
|
|
|
|
|
|
|
|
| |||
Crops |
|
|
|
|
|
|
|
|
| |||
Sugarcane |
|
|
|
|
|
|
|
|
| |||
Cattle |
|
|
|
|
|
|
|
|
| |||
Supplies |
|
|
|
|
|
|
|
|
| |||
Consignment |
|
|
|
|
|
|
|
|
| |||
Advertising and brokerage fees |
|
|
|
|
|
|
|
|
| |||
Agricultural rental and other services |
|
|
|
|
|
|
|
|
| |||
Cost of sales and services from agricultural business |
|
|
|
|
|
|
|
|
| |||
Trading properties and developments |
|
|
|
|
|
|
|
|
| |||
Rental and services |
|
|
|
|
|
|
|
|
| |||
Hotel operations, tourism services and others |
|
|
|
|
|
|
|
|
| |||
Cost of sales and services from sales and services from urban properties and investment business |
|
|
|
|
|
|
|
|
| |||
Total costs |
|
|
|
|
|
|
|
|
| |||
| F-86 |
| Table of Contents |
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria |
27. 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, 2025, 2024 and 2023.
|
| Costs |
|
| General and administrative expenses |
|
| Selling expenses |
|
| Total |
| ||||
Change in agricultural products and biological assets |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Salaries, social security costs and other personnel expenses |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Fees and payments for services |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Cost of sale of goods and services |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Maintenance, security, cleaning, repairs and others |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Taxes, rates and contributions |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Advertising and other selling expenses |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Freights |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Director's fees |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Leases and service charges |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Travelling, library expenses and stationery |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Supplies and labors |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Other expenses |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Bank expenses |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Conditioning and clearance |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Interaction and roaming expenses |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Allowance for doubtful accounts, net |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Total expenses by nature as of 06.30.2025 |
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
| Costs |
|
| General and administrative expenses |
|
| Selling expenses |
|
| Total |
| ||||
Change in agricultural products and biological assets |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Salaries, social security costs and other personnel expenses |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Fees and payments for services |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Cost of sale of goods and services |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Maintenance, security, cleaning, repairs and others |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Taxes, rates and contributions |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Advertising and other selling expenses |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Freights |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Director's fees |
|
|
|
|
|
|
|
| - |
|
|
|
| |||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Leases and service charges |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Travelling, library expenses and stationery |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Supplies and labors |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Other expenses |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Bank expenses |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Conditioning and clearance |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Interaction and roaming expenses |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Allowance for doubtful accounts, net |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Total expenses by nature as of 06.30.2024 |
|
|
|
|
|
|
|
|
|
|
|
| ||||
| F-87 |
| Table of Contents |
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria |
|
| Costs |
|
| General and administrative expenses |
|
| Selling expenses |
|
| Total |
| ||||
Change in agricultural products and biological assets |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Salaries, social security costs and other personnel expenses |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Fees and payments for services |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Cost of sale of goods and services |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Maintenance, security, cleaning, repairs and others |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Taxes, rates and contributions |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Advertising and other selling expenses |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Freights |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Director's fees |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Leases and service charges |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Travelling, library expenses and stationery |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Supplies and labors |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Other expenses |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Bank expenses |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Conditioning and clearance |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Interaction and roaming expenses |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Allowance for doubtful accounts, net |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Total expenses by nature as of 06.30.2023 |
|
|
|
|
|
|
|
|
|
|
|
| ||||
28. Other operating results, net
|
| 06.30.2025 |
|
| 06.30.2024 |
|
| 06.30.2023 |
| |||
Gain from commodity derivative financial instruments |
|
|
|
|
|
|
|
|
| |||
Gain / (loss) from sale of property, plant and equipment |
|
|
|
|
| ( | ) |
|
| ( | ) | |
Impairment of trading properties |
|
| ( | ) |
|
|
|
|
|
| ||
Realization of currency translation adjustment (i) |
|
|
|
|
|
|
|
|
| |||
Gain / (loss) from sale of associates and joint ventures |
|
|
|
|
| ( | ) |
|
|
| ||
Donations |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Lawsuits and other contingencies |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Interest and allowances generated by operating assets |
|
|
|
|
|
|
|
| ( | ) | ||
Administration fees |
|
|
|
|
|
|
|
|
| |||
Others |
|
| ( | ) |
|
|
|
|
| ( | ) | |
Total other operating results, net |
|
| ( | ) |
|
|
|
|
| ( | ) | |
(i) Corresponds to Condor, Real Estate Investment Group VII LP and Jiwin S.A’s liquidation.
| F-88 |
| Table of Contents |
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria |
29. Financial results, net
|
| 06.30.2025 |
|
| 06.30.2024 |
|
| 06.30.2023 |
| |||
Financial income |
|
|
|
|
|
|
|
|
| |||
Interest income |
|
|
|
|
|
|
|
|
| |||
Other finance income |
|
|
|
|
|
|
|
|
| |||
Total financial income |
|
|
|
|
|
|
|
|
| |||
Financial costs |
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Other financial costs |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Total finance costs |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Other financial results: |
|
|
|
|
|
|
|
|
|
|
|
|
Foreign exchange, net |
|
|
|
|
|
|
|
|
| |||
Fair value gain from financial assets and liabilities at fair value through profit or loss |
|
|
|
|
|
|
|
|
| |||
Gain from repurchase of non-convertible notes |
|
|
|
|
|
|
|
|
| |||
(Loss) / gain from derivative financial instruments (except commodities) |
|
| ( | ) |
|
| ( | ) |
|
|
| |
Others |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Total other financial results |
|
|
|
|
|
|
|
|
| |||
Inflation adjustment |
|
|
|
|
| ( | ) |
|
|
| ||
Total financial results, net |
|
|
|
|
|
|
|
|
| |||
30. Earnings per share
(a) Basic
Basic earnings per share amounts are calculated in accordance with IAS 33, by dividing the profit attributable to equity holders of the Group by the weighted average number of common shares outstanding during the year, excluding common shares purchased by the Group and held as treasury shares.
|
| 06.30.2025 |
|
| 06.30.2024 Restated (ii) |
|
| 06.30.2023 Restated (ii) |
| |||
Profit for the year attributable to equity holders of the parent |
|
|
|
|
|
|
|
|
| |||
Weighted average number of common shares outstanding |
|
|
|
|
|
|
|
|
| |||
Basic earnings per share (i) |
|
|
|
|
|
|
|
|
| |||
(i) Earnings per share as of June 30, 2023 show the comparative impact in the capital increases, where there was no corresponding change in the entity’s resources.
(ii) See Note 1 to these Consolidated Financial Statements.
(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.
|
| 06.30.2025 |
|
| 06.30.2024 Restated (ii) |
|
| 06.30.2023 Restated (ii) |
| |||
Profit for the year per share attributable to equity holders of the parent |
|
|
|
|
|
|
|
|
| |||
Weighted average number of common shares outstanding |
|
|
|
|
|
|
|
|
| |||
Diluted earnings per share (i) |
|
|
|
|
|
|
|
|
| |||
(i) Earnings per share as of June 30, 2023 show the comparative impact in the capital increases, where there was no corresponding change in the entity’s resources.
(ii) See Note 1 to these Consolidated Financial Statements.
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Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria |
Below is a reconciliation between the weighted average number of ordinary shares outstanding and the weighted average number of diluted ordinary shares, considered for the calculation of earnings per share:
|
| 06.30.2025 |
|
| 06.30.2024 |
|
| 06.30.2023 |
| |||
Weighted average number of shares outstanding |
|
|
|
|
|
|
|
|
| |||
Concepts that affect dilution |
|
|
|
|
|
|
|
|
| |||
Weighted average number of common shares diluted |
|
|
|
|
|
|
|
|
| |||
31. Employee benefits and share-based payments
Incentive Plan
In September 2011, the Group established a share-based incentive plan aimed at certain employees, directors, and members of the senior management of IRSA and Cresud. Under this plan, during fiscal years 2011, 2012, and 2013, the beneficiaries were entitled to receive shares of IRSA and Cresud based on a percentage of their annual bonus, subject to the fulfillment of certain conditions, including the requirement to remain employed for at least five years.
These shares are classified as treasury stock of IRSA and Cresud and are transferred to the beneficiaries who have met the required conditions once they leave the Company, provided that their termination is not for just cause by the Company. Nevertheless, until such termination occurs, the beneficiaries are entitled to the economic rights of said shares, while the political rights are exercised by the trust holding ownership of the assigned shares.
The evolution of the shares allocated to the plan’s beneficiaries and delivered during fiscal years 2025, 2024, and 2023 is as follows:
|
| 06.30.2025 |
|
| 06.30.2024 |
|
| 06.30.2023 |
| |||
At the beginning |
|
|
|
|
|
|
|
|
| |||
Delivered |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
At the end |
|
|
|
|
|
|
|
|
| |||
The fair value determined at the time of granting the plan after obtaining all the corresponding authorizations was ARS 23.5 per share of IRSA and ARS 16.45 per share of Cresud. This fair value was estimated by taking into account the market price of the shares of the Company on said date.
Defined contribution plan
The Group operates a defined contribution plan (the “Plan”) which covers certain selected managers from Argentina. The Plan was effective as from
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 100% of the Company contributions under the following circumstances:
(i) ordinary retirement in accordance with applicable labor regulations;
(ii) total or permanent incapacity or disability;
(iii) death.
In case of resignation or termination without fair cause, the manager will receive the Group’s contribution only if he or she has participated in the Plan for at least 5 years. Starting from July 1, 2023, contributions will only be made at 100% of the Basic Contributions.
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
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Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria |
Employee long-term incentive - BrasilAgro
On October 2, 2017, the General Shareholders' Meeting of BrasilAgro approved the creation of a long-term share-based incentive plan (“ILPA Plan”). Under the terms of the ILPA Plan, participants are entitled to receive a specified number of shares if they remain with the Company during the consolidation period and meet certain key performance indicators (“KPIs”).
The ILPA Plan provides that the Board of Directors has broad powers to implement it. The shares granted under the ILPA Plan cannot, at any time, exceed the cumulative limit of 2% of the shares issued by the Company.
Shares are granted if participants remain with the Company until the end of the consolidation period and meet certain KPIs. The valuation of the AGRO3 share price is one of the pillars of the program, and if a minimum percentage is not achieved, participants will not be entitled to receive shares. If the share price KPI is met, the number of shares granted will be divided into three ranges based on the level of achievement of the other three KPIs, adjusted for dividends per share distributed during the consolidation period. The performance indicators also include, in addition to the AGRO3 share price, operating profitability, land sales, and resource capitalization.
Continuing with the share-based compensation program, on July 1, 2023, the third ILPA Plan was initiated, with a fair value of the benefit estimated between BRL 13.34 and BRL 15.94 per share, depending on the participant’s profile, with a term of three years. For the determination of the fair value of the benefit, the AGRO3 share price at the grant date was considered, and the probable price range at the end of the consolidation period was projected. Expenses are adjusted based on this review, and the effects are recognized prospectively.
The ILPA Plan is accounted for in accordance with IFRS 2, as the Company receives services from participants and, in return, agrees to deliver its own shares. As of June 30, 2025, the accumulated expenses under the Plan amounted to BRL 3 million.
32. Related party transactions
In the normal course of business, the Group conducts transactions with different entities or parties related to it. All transactions are carried out in accordance with market parameters.
Remunerations of the Board of Directors
The Act N° 19,550 provides that the remuneration of 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 Act 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 Act N° 19,550, taking into consideration whether such directors perform technical-administrative functions and depending on the results recorded by the Company during the fiscal year. Once such amounts are determined, they should be approved by the Shareholders’ Meeting.
Senior Management remuneration
The members of the Senior or Top Management are appointed and removed by the Board of Directors and perform functions in accordance with the instructions delivered by the Board itself.
The Society’s Senior Management is composed of as follows:
Name | Date of birth | Position | Current position since |
Alejandro G. Elsztain | 03/31/1966 | General Manager | 1994 |
Diego Chillado Biaus | 09/15/1978 | General Manager of Livestock Operations and Specialties in Argentina | 2022 |
Matías I. Gaivironsky | 02/23/1976 | Administrative and Financial Manager | 2011 |
The remuneration earned by Senior Management for their functions consists of an amount that is fixed taking into account the manager's background, capacity and experience, plus an annual bonus based on their individual performance and the Group's results. Members of the senior management participate in defined contributions and share-based incentive plans that are described in Note 31, respectively.
The aggregate compensation to the Senior Management of the Operations Center in Argentina for the year ended June 30, 2025 amounts to ARS
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Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria |
Corporate Service Agreement with IRSA
Considering that Cresud and IRSA 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, which was periodically modified, the last update being on June 28, 2019. 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.
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 an external consultant with the semiannual review and evaluation of the criteria used in the process of liquidating 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 Hijos 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 its family members.
In addition, the Group leases various spaces in shopping centers (such as retail units, stands, storage units, or advertising spaces) to third parties and related parties, such as BHSA.
Lease agreements entered into with associates included similar provisions and amounts to those included in agreements with third parties.
Donations granted to Fundación IRSA, Fundación Puerta 18 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 IRSA. 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 Puerta 18 is a non-profit organization created in 2016 by Fundación IRSA. It is a free space for artistic and technological creation for young people between 13 and 24 years old. Through a non-formal education approach, it fosters the development of skills, vocations, and talents in young people by means of the multiple resources offered by technology.
Fundación Museo de los Niños acts as special vehicle for the development of "Museo de los Niños, Abasto" and "Museo de los Niños, Rosario".
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-Sale of goods and/or services hiring
In the normal course of its business and with the aim of make resources more efficient, in certain occasions purchase and/or hire services which later sells and/or recover for companies or other related parties, based upon their actual utilization.
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Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria |
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-sale of financial assets
Cash surplus are usually invested in several instruments that may include those issued by related companies acquired at issuance or from unrelated third parties through transactions in the secondary market.
Investment in investment funds managed by BACS
The Group invests parts of 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 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, which provides collection services for our shopping malls.
San Bernardo lease
The lease was agreed for 12,590 hectares and the price was set at the amount of pesos equivalent to 2.5 kg of meat per hectare. The price of meat will be set taking into account the price per kilo of meat determined by the I.N.M.L (cattle index of the Liniers Market) reported on the website of said Market. Additionally, a production prize equivalent to 15% of the kilos produced in excess of 175,000 was agreed for the total of the existing property.
Consulting Agreement
In accordance with the terms of the Consulting Agreement, in force as from November 7, 1994, and its amendments, CAMSA provides us with advisory services on matters related to activities and investments included agricultural, real estate, financial and hotel operations, among others.
Based on the terms and conditions of the Consulting Agreement, CAMSA provides us with the following services:
• advise in relation to investing in all aspects of the agricultural business, real estate, financial, and hotel operations, among others, and business proposals;
• acts on behalf of our company in such transactions, negotiating prices, terms and conditions and other terms of each transaction; and
• provides advisory services on investments in securities related to such transactions.
As regards the Consulting Agreement, in consideration for its services we pay CAMSA an annual fee equal to 10% of our annual net income after tax from our separate statement of income. During the years ended as of June 30, 2025, 2024 and 2023, ARS (
The Consulting Agreement can be revoked by any of the parties upon prior written notice that should not exceed 60 days. If we revoke the Consulting Agreement without cause, we will be liable to pay CAMSA twice the average fee amounts paid for management services during the two fiscal years preceding such revocation.
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| Table of Contents |
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria |
The following is a summary presentation of the balances with related parties as of June 30, 2025 and 2024:
Item |
| 06.30.2025 |
|
| 06.30.2024 |
| ||
Trade and other receivables |
|
|
|
|
|
| ||
Investments in financial assets |
|
|
|
|
|
| ||
Trade and other payables |
|
| ( | ) |
|
| ( | ) |
Borrowings |
|
| ( | ) |
|
| ( | ) |
Total |
|
|
|
|
|
| ||
Related party | 06.30.2025 | 06.30.2024 | Description of transaction | Item | ||||
New Lipstick | Reimbursement of expenses receivable | Trade and other receivables | ||||||
Comparaencasa Ltd. | Other investments | Investments in financial assets | ||||||
Loans granted | Trade and other receivables | |||||||
Banco Hipotecario S.A. | Leases and/or right of use assets receivable | Trade and other receivables | ||||||
Dividends | Trade and other receivables | |||||||
La Rural S.A. | Canon | Trade and other receivables | ||||||
( | ( | Other payables | Trade and other payables | |||||
Other receivables | Trade and other receivables | |||||||
( | | Leases and/or right of use assets payable | Trade and other payables | |||||
Other associates and joint ventures (i) | Equity incentive plan receivable | Trade and other receivables | ||||||
Loans granted | Trade and other receivables | |||||||
( | ( | Borrowings | Borrowings | |||||
Management fees receivable | Trade and other receivables | |||||||
( | ( | Other payables | Trade and other payables | |||||
Other receivables | Trade and other receivables | |||||||
Total associates and joint ventures |
|
| ||||||
CAMSA and its subsidiaries | ( | ( | Management fee payables | Trade and other payables | ||||
| | ( | Reimbursement of expenses | Trade and other payables | ||||
Yad Levim LTD | Loans granted | Trade and other receivables | ||||||
Galerias Pacifico | | Loans granted | Trade and other receivables | |||||
| Other receivables | Trade and other receivables | ||||||
Sutton | Loans granted | Trade and other receivables | ||||||
| ( | ( | Other payables | Trade and other payables | ||||
Rundel Global LTD | Other investments | Investments in financial assets | ||||||
Sociedad Rural Argentina | ( | ( | Other payables | Trade and other payables | ||||
Other related parties | Other receivables | Trade and other receivables | ||||||
( | ( | Other payables | Trade and other payables | |||||
Reimbursement of expenses receivable | Trade and other receivables | |||||||
( | | Dividends payable | Trade and other payables | |||||
( | ( | Legal services | Trade and other payables | |||||
Total other related parties |
|
| ||||||
IFISA | | Financial operations receivables | Trade and other receivables | |||||
Total direct parent company | |
|
| |||||
Directors and Senior Management | ( | ( | Fees for services received | Trade and other payables | ||||
Total Directors and Senior Management | ( | ( |
|
| ||||
Total |
|
|
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Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria |
(i) Includes Avenida Compras S.A., Avenida Inc., BHN Vida S.A., Puerto Retiro S.A., Cyrsa S.A., Nuevo Puerto Santa Fe S.A. and Agrouranga S.A..
The following is a summary of the results with related parties for the years ended June 30, 2025, 2024 and 2023:
Related party | 06.30.2025 | 06.30.2024 | 06.30.2023 | Description of transaction | ||||
BHN Vida S.A. | | ( | ( | Financial operations | ||||
BHN Seguros Generales S.A. | | ( | ( | Financial operations | ||||
Comparaencasa Ltd. | ( | Financial operations | ||||||
Other associates and joint ventures (i) | ( | ( | Leases and/or right of use assets | |||||
Corporate services | ||||||||
Financial operations | ||||||||
Total associates and joint ventures |
| |||||||
CAMSA and its subsidiaries | ( | ( | ( | Management fee | ||||
Rundel Global LTD | | Financial operations | ||||||
Yad Levim LTD | Financial operations | |||||||
Sociedad Rural Argentina | Financial operations | |||||||
Other related parties | ( | ( | ( | Leases and/or rights of use | ||||
( | ( | ( | Fees and remunerations | |||||
( | Corporate services | |||||||
( | ( | ( | Legal services | |||||
( | ( | ( | Financial operations | |||||
( | ( | ( | Donations | |||||
Income from sales and services from agricultural business | ||||||||
Total other related parties | ( | ( | ( |
| ||||
IFISA | Financial operations | |||||||
Total Parent Company |
| |||||||
Directors | ( | ( | ( | Management fee | ||||
Senior Management | ( | ( | ( | Compensation of Directors and senior management | ||||
Total Directors and Senior Management | ( | ( | ( |
| ||||
Total | ( | ( | ( |
|
(i) Includes Avenida Inc., Banco Hipotecario S.A., Cyrsa S.A., Nuevo Puerto Santa Fe S.A., Quality and Agrouranga S.A..
The following is a summary of the transactions with related parties for the years ended June 30, 2025 and 2024:
Related party | 06.30.2025 | 06.30.2024 | Description of transaction | |||
Puerto Retiro | ( | | Irrevocable contributions | |||
Total irrevocable contributions | ( | |
| |||
Agro-Uranga S.A. | Dividends received | |||||
Uranga Trading S.A. | | Dividends received | ||||
BHSA | Dividends received | |||||
Cyrsa S.A. | | Dividends received | ||||
Viflor | | Dividends received | ||||
Nuevo Puerto Santa Fe S.A. | Dividends received | |||||
La Rural S.A. | Dividends received | |||||
Total dividends received |
| |||||
Quality | | ( | Sale of shares | |||
Total sale of shares | | ( |
|
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Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria |
33. Cost of goods sold and services provided
Description |
| Cost of sales and services from agricultural business (i) |
|
| Cost of sales and services from sales and services from urban properties and investment business (ii) |
|
| 06.30.2025 |
|
| 06.30.2024 |
|
| 06.30.2023 |
| |||||
Inventories at the beginning of the year |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Initial recognition and changes in the fair value of biological assets and agricultural products at the point of harvest |
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
| ||||
Changes in the net realizable value of agricultural products after harvest |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) | ||||
Currency translation adjustment |
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) |
|
| ( | ) | ||
Transfers |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) | ||||
Impairment |
|
|
|
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
| ||
Harvest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Acquisitions and classifications |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Consume |
|
| ( | ) |
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) | |
Inventories at the end of the year |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Cost as of 06.30.2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| - |
| ||||
Cost as of 06.30.2024 |
|
|
|
|
|
|
|
| - |
|
|
|
|
|
| - |
| |||
Cost as of 06.30.2023 |
|
|
|
|
|
|
|
| - |
|
|
| - |
|
|
|
| |||
(i) Includes biological assets (see Note 14)
(ii) Includes trading properties (see Note 11)
34. Foreign currency assets and liabilities
Book amounts of foreign currency assets and liabilities are as follows:
Item / Currency (1) |
| Amount (2) |
|
| Prevailing exchange rate (3) |
|
| 06.30.2025 |
|
| 06.30.2024 |
| ||||
Assets |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Trade and other receivables |
|
|
|
|
|
|
|
|
|
|
|
| ||||
US Dollar |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Brazilian Reais |
|
| - |
|
|
| - |
|
|
|
|
|
|
| ||
Euros |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Uruguayan pesos |
|
| - |
|
|
| - |
|
|
|
|
|
|
| ||
Trade and other receivables related parties |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
US Dollar |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Total Trade and other receivables |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
Investment in financial assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
US Dollar |
|
|
|
|
|
|
|
|
|
|
|
| ||||
New Israel Shekel |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Pounds |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Investment in financial assets related parties |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
US Dollar |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Total Investment in financial assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
Derivative financial instruments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
US Dollar |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Total Derivative financial instruments |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
Cash and cash equivalents |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
US Dollar |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Chilenean pesos |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Euros |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Guaraníes |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Brazilian Reais |
|
|
|
|
|
|
|
|
|
|
|
| ||||
New Israel Shekel |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Pounds |
|
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|
|
|
|
|
|
|
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| ||||
Uruguayan pesos |
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|
|
|
|
|
|
|
|
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|
| ||||
Total Cash and cash equivalents |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
Total Assets |
|
|
|
|
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|
|
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| ||
|
|
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|
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|
|
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade and other payables |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
US Dollar |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Uruguayan pesos |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Brazilian Reais |
|
| - |
|
|
|
|
|
|
|
|
|
| |||
Trade and other payables related parties |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
US Dollar |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Bolivian pesos |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Total Trade and other payables |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
Lease liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
US Dollar |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Total Lease liabilities |
|
|
|
|
|
|
|
|
|
|
|
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|
| ||
Provisions |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
New Israel Shekel |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Total Provisions |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
Borrowings |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
US Dollar |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Borrowings with related parties |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
US Dollar |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Total Borrowings |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
Derivative financial instruments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
US Dollar |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Total Derivative financial instruments |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
Total Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
(1) The Group uses derivative instruments as complement in order to reduce its exposure to exchange rate movements (see Note 16).
(2) Considering foreign currencies those that differ from each Group’s functional currency at each year-end.
(3) Exchange rate as of June 30, 2025 according to Banco Nación Argentina records.
| F-96 |
| Table of Contents |
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria |
35. CNV General Resolution N° 622/13
As required by Section 1°, Chapter III, Title IV of CNV General Resolution N° 622/13, below there is a detail of the notes to the Consolidated Financial Statements that disclose the information required by the Resolution.
Exhibit A - Property, plant and equipment | Note 9 - Investment properties |
Note 10 - Property, plant and equipment | |
Exhibit B - Intangible assets | Note 12 - Intangible assets |
Exhibit C – inversions in actions | Note 8 - Participation in associates and joint ventures |
Exhibit D - Other investments | Note 16 - Financial instruments by category |
Exhibit E – Provisions | Note 21 – Provisions |
Exhibit F - Cost of sales and services provided | Note 33 – Cost of goods sold and services provided |
Exhibit G - Foreign currency assets and liabilities | Note 34 - Foreign currency assets and liabilities |
36. Relevant events of the year
Warrants exercise - CRESUD
During the fiscal year ended June 30, 2025, certain warrant holders exercised their right to purchase additional shares. For this reason, USD
Change in Warrants terms and conditions - CRESUD
As a result of the cash dividend payment made by the Company on October 28, 2024, certain terms and conditions of the outstanding options (warrants) to subscribe for the Company’s ordinary shares had been modified:
· Number of shares to be issued per warrant: Pre-dividend ratio:
· Exercise price per new share to be issued: Pre-dividend price: USD
The other terms and conditions of the warrants remain the same.
Dividend Payment – BrasilAgro
On October 22, 2024, General Ordinary and Extraordinary Shareholders’ Meeting, BrasilAgro approved the payment of dividends for a total amount of BRL
Shares Buyback Program – New program - IRSA
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, IRSA completed
General Ordinary and Extraordinary Shareholders’ Meeting - IRSA
On October 28, 2024, the General Ordinary and Extraordinary Shareholders’ Meeting was held, where it was resolved to distribute a dividend to shareholders in proportion to their shareholdings, payable in cash for the sum of ARS
Likewise,
| F-97 |
| Table of Contents |
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria |
Change in Warrants terms and conditions - IRSA
On November 8, 2024, the Company announced that the terms and conditions of the outstanding options (warrants) to subscribe for the Company’s ordinary shares had been modified because of the cash dividend payment and the allocation of treasury shares to its shareholders carried out by the Company on November 5, 2024. Below are the terms that have been modified:
· 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 - IRSA
During the fiscal year ended June 30, 2025, certain warrant holders exercised their right to purchase additional shares. For this reason, USD
Dividend Payment – FYO
On January 8, 2025, at the General Ordinary and Extraordinary Shareholders’ Meeting, FYO approved the payment of dividends for a total amount of USD
Banco Hipotecario S.A. – Cash dividend payment
On March 31, 2025, the Ordinary and Extraordinary General Shareholders’ Meeting of Banco Hipotecario S.A. approved the payment of a dividend of ARS
37. Subsequent events
Series XLVIII Notes – CRESUD
On July 11, 2025, the Company issued Series XLVII Notes in the local market for the amount of USD
• Series XLVIII Notes
Sales of “Ramblas del Plata” lots – IRSA
On July 17, 2025,
Related Party Transaction - IRSA
On August 29, 2025, we informed that IRSA had approved an investment of up to USD
This investment is made with the purpose of diversifying part of the Company’s liquidity into financial alternatives that allow capturing growth opportunities in emerging sectors of the Argentine economy, particularly in the field of precious metals and the mining industry.
As part of the investment agreement, it was established that IRSA and/or its subsidiaries will not pay performance fees, being required only to bear the proportion of expenses corresponding to their participation in the fund.
In accordance with the provisions of Chapter III of the rules of the Argentine Securities Commission and Article 110, section h) of Capital Markets Law No. 26,831, the Company’s Audit Committee has issued its opinion with no objections to the transaction, which is available to shareholders at the Company’s headquarters.
| F-98 |
| Table of Contents |
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria |
Series XLIX Notes – CRESUD
On September 2, 2025, the Company issued Series XLIX Notes in the local market for a total amount of USD
• Series XLIX Notes
Acquisition of the Al Oeste Shopping - IRSA
On September 17, 2025, we informed that IRSA has acquired “Al Oeste” shopping mall through the signing of the deed and the transfer of operations. This property is located at the intersection of Luis Güemes and Presidente Perón Avenues, in the town of Haedo, Morón district, west of Greater Buenos Aires.
The shopping mall is currently operating below its potential, and within the framework of the Company’s development plan to create opportunities in different districts of the Province of Buenos Aires, it is planned to be converted into an outlet center to be relaunched during next year.
“
The purchase price was USD
General Ordinary and Extraordinary Shareholders’ Meeting - CRESUD
On September 25, 2025, we informed that our Board of Directors has resolved to call a General Ordinary and Extraordinary Shareholders’ Meeting to be held on October 30, 2025, to address, among other topics, the following:
- Consideration of the financial result for the fiscal year ended June 30, 2025, amounting a profit of ARS
- Consideration of the distribution of up to
General Ordinary and Extraordinary Shareholders’ Meeting - IRSA
On September 25, 2025, IRSA informed that the Board of Directors has resolved to call a General Ordinary and Extraordinary Shareholders’ Meeting to be held on October 30, 2025, to address, among other topics, the following:
- Consideration of the financial result for the fiscal year ended June 30, 2025, amounting a profit of ARS
Warrants exercise - CRESUD
On September 30, 2025, we informed that between September 17, 2025, and September 25, 2025,
Warrants exercise - IRSA
On September 30, 2025, IRSA informed that between September 17, 2025, and September 25, 2025,
| F-99 |
FAQ
What did CRESY file and for which period?
How many Cresud shares were outstanding at period end?
What is the ADS-to-common share ratio for CRESY?
Where do Cresud ADSs trade and under what symbol?
What is Cresud’s jurisdiction of incorporation?
What is the par value of Cresud’s common stock?
Does the filing indicate any Section 15(d) reporting obligations?
