Cresud FY2026 revenue rises to ARS 1.38T
At the October 22, 2026 meeting, shareholders were scheduled to consider a dividend of up to ARS 116,000,000,000, payable in cash and/or in kind.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Rhea-AI Filing Summary
Cresud Inc. reported FY2026 consolidated revenue of ARS 1,379,363,000,000, compared with ARS 1,220,836,000,000 in FY2025, and consolidated operating profit before financing and taxation of ARS 425,668,000,000 versus ARS 330,977,000,000. At June 30, 2026, consolidated assets were ARS 7,244,639,000,000 and shareholders' equity was ARS 3,154,507,000,000.
Results varied by activity: crops recorded an operating loss of ARS 27,225,000,000 versus ARS 6,985,000,000, while subsidiary IRSA's shopping malls segment earned operating profit of ARS 525,607,000,000 versus ARS 869,081,000,000. Crop production totaled 914,781 tons, compared with 691,021 tons; sugarcane production was 1,188,870 tons versus 1,840,588 tons.
Cresud agreed to sell approximately 3,500 hectares at Los Pozos for USD 6.1 million, payable in ten semiannual installments through August 2030; possession is to transfer in June 2028, and no gain was recognized at year-end. IRSA completed its USD 13.5 million Los Gallegos shopping-mall acquisition. Cresud shareholders were scheduled to consider a cash and/or in-kind dividend of up to ARS 116,000,000,000 on October 22, 2026.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- Moderate pointFY2026 revenue: ARS 1,379,363,000,000, versus ARS 1,220,836,000,000.
- Moderate pointOperating profit before financing and taxation: ARS 425,668,000,000, versus ARS 330,977,000,000.
Negative
- Moderate pointCrops operating loss: ARS 27,225,000,000, versus ARS 6,985,000,000.
- Moderate pointShopping malls operating profit: ARS 525,607,000,000, versus ARS 869,081,000,000.
Filing Explained
The report also records two completed Cresud redemptions, an eighteen percent IRSA note buyback, and an approved fund investment with no additional contribution reported.
Cresud’s Form 20-F is its annual report for fiscal 2026, and it reports completion of a later debt issuance:
The notes carry a fixed annual interest rate of
IRSA repurchased
IRSA’s board approved an additional investment of up to
Key Figures
Key Terms
IAS 29 financial
hyperinflationary financial
business combination financial
purchase price allocation financial
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What revenue did CRESY report for FY2026?
What dividend did Cresud propose for 2026?
What are the terms of Cresud's additional Class LIII notes?
AI-generated analysis. How Rhea-AI works. Not financial advice.
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 EXCHANGE ACT OF 1934 | |
|
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 |
|
| The | |
|
|
| The Nasdaq Stock Market LLC* |
* | 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. ☒
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 ☐ | 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 | ☐ | International Accounting Standards Board | ☒ | 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 Francisco Mendez Juan M. Naveira |
ZBV 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
|
| Page No. |
|
GLOSSARY |
|
|
|
DISCLAIMER REGARDING FORWARD-LOOKING STATEMENTS |
| i |
|
AVAILABLE INFORMATION |
| ii |
|
PRESENTATION OF FINANCIAL AND CERTAIN OTHER INFORMATION |
| iii |
|
Part I |
| 1 |
|
ITEM 1. Identity of Directors, Senior Management and Advisers |
| 1 |
|
ITEM 2. Offer Statistics and Expected Timetable |
| 1 |
|
ITEM 3. Key Information |
| 1 |
|
A. Reserved |
| 1 |
|
B. Capitalization and Indebtedness |
| 1 |
|
C. Reasons for the Offer and Use of Proceeds |
| 1 |
|
D. Risk Factors |
| 2 |
|
ITEM 4. Information on the Company |
| 61 |
|
A. History and Development of the Company |
| 61 |
|
B. Business Overview |
| 70 |
|
C. Organizational Structure |
| 135 |
|
D. Property, Plant and Equipment |
| 136 |
|
ITEM 4A. Unresolved staff comments |
| 138 |
|
ITEM 5. Operating and Financial Review and Prospects |
| 139 |
|
A. Operating Results |
| 139 |
|
B. Liquidity and Capital Resources |
| 181 |
|
C. Research and Development, Patents and Licenses, Etc. |
| 190 |
|
D. Trend Information |
| 191 |
|
E. Critical Accounting Estimates |
| 194 |
|
ITEM 6. Directors, Senior Management and Employees |
| 196 |
|
A. Directors and Senior Management |
| 196 |
|
B. Compensation |
| 202 |
|
C. Board Practices |
| 205 |
|
D. Employees |
| 205 |
|
E. Share Ownership |
| 206 |
|
F. Disclosure of Registrant’s Action to Recover Erroneously Awarded Compensation |
| 206 |
|
ITEM 7. Major Shareholders and Related Party Transactions |
| 207 |
|
A. Major Shareholders |
| 207 |
|
B. Related Party Transactions |
| 208 |
|
C. Interests of Experts and Counsel |
| 212 |
|
ITEM 8. Financial Information |
| 212 |
|
A. Consolidated Statements and Other Financial Information |
| 212 |
|
B. Significant Changes |
| 221 |
|
ITEM 9. The Offer and Listing |
| 221 |
|
A. Offer and Listing Details |
| 221 |
|
B. Plan of Distribution |
| 222 |
|
C. Markets |
| 222 |
|
D. Selling Shareholders |
| 225 |
|
E. Dilution |
| 225 |
|
F. Expenses of the Issue |
| 225 |
|
ITEM 10. Additional Information |
| 225 |
|
A. Share Capital |
| 225 |
|
B. Memorandum and Articles of Association |
| 226 |
|
C. Material Contracts |
| 234 |
|
D. Exchange Controls |
| 234 |
|
E. Taxation |
| 245 |
|
F. Dividends and Paying Agents |
| 253 |
|
G. Statement by Experts |
| 253 |
|
H. Documents on Display |
| 253 |
|
I. Subsidiary Information |
| 254 |
|
ITEM 11. Quantitative and Qualitative Disclosures about Market Risk |
| 254 |
|
ITEM 12. Description of Securities Other than Equity Securities |
| 254 |
|
A. Debt Securities |
| 254 |
|
B. Warrants and Rights |
| 254 |
|
C. Other Securities |
| 254 |
|
D. American Depositary Shares |
| 254 |
|
Part II |
| 255 |
|
ITEM 13. Defaults, Dividend Arrearages and Delinquencies |
| 255 |
|
ITEM 14. Material Modifications to the Rights of Security Holders and Use of Proceeds |
| 255 |
|
ITEM 15. Controls and Procedures |
| 255 |
|
A. Disclosure Controls and Procedures |
| 255 |
|
B. Management’s Annual Report on Internal Control Over Financial Reporting |
| 255 |
|
C. Attestation Report of the Registered Public Accounting Firm |
| 257 |
|
D. Changes in Internal Control Over Financial Reporting |
| 257 |
|
ITEM 16. Reserved |
| 257 |
|
A. Audit Committee Financial Expert |
| 257 |
|
B. Code of Ethics |
| 257 |
|
C. Principal Accountant Fees and Service |
| 258 |
|
D. Exemption from the Listing Standards for Audit Committees |
| 259 |
|
E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers |
| 259 |
|
F. Change In Registrant’s Certifying Accountant |
| 260 |
|
G. Corporate Governance |
| 260 |
|
H. Mine Safety Disclosures |
| 264 |
|
I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections |
| 264 |
|
J. Insider Trading Policies |
| 264 |
|
K. Cybersecurity |
| 264 |
|
Part III |
| 266 |
|
ITEM 17. Financial Statements |
| 266 |
|
ITEM 18. Financial Statements |
| 266 |
|
ITEM 19. Exhibits |
| 267 |
|
| Table of Contents |
GLOSSARY
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; |
| · | “Agrofy”: Agrofy Global LLC; |
| · | “AHT”: Tourism Hotels Association (Asociación de Hoteles de Turismo); |
| · | “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, 27,739 and Decree No. 27/2018; |
| · | “Argentine Government”: Federal government of Argentina; |
| · | “Audited Consolidated Financial Statements”: audited Consolidated Financial Statements as of June 30, 2026 and 2025 and for the years ended June 30, 2026, 2025 and 2024, and the notes thereto; |
| · | “A3 Mercados”: A3 Mercados 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”: Autonomous 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 pursuant to General Resolution No. 622/2013, as amended, supplemented or replaced from time to time; |
| · | “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 (Índice de Precios al Consumidor); |
| · | “CPF”: Collective Promotion Fund (Fondo de Promoción Colectiva); |
| · | “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; |
| · | “Escazú Agreement”: Regional Agreement on Access to Information, Public Participation and Access to Justice in Environmental Matters in Latin America and the Caribbean; |
| Table of Contents |
| · | “FCPA”: U.S. Foreign Corrupt Practices Act of 1977; |
| · | “FPC”: Building administration expenses and CPF; |
| · | “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 Disputes; |
| · | “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 Monetary 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; |
| · | “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”: The Nasdaq Stock Market LLC; |
| · | “NIS”: Israel Currency; |
| · | “NYSE”: New York Stock Exchange; |
| · | “OEH”: Hotel Economic Observatory (Observatorio Económico Hotelero); |
| · | “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 of 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; |
| · | “Shefa”: Shefa Investments S.A. (formerly We are appa S.A.); |
| · | “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. |
| Table of Contents |
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; |
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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 Central Bank and the Argentine Government; |
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| · | inflation and interest rates; |
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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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| · | 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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| · | 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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| · | 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, and increases in the price or shortages of raw materials used in our agricultural operations; |
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| · | pest infestations and diseases on our crop yields and cattle production; |
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| Table of Contents |
| · | the adoption by countries in which we operate of regulations affecting the agricultural sector, including restrictions on agrochemicals, or changes to food safety standards; |
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| · | risks related to climate change; |
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| · | adverse legal or regulatory disputes or proceedings; |
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| · | the impact of Argentina’s programs with, and debt obligations to, 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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| · | price fluctuations and the overall state of the real estate market; |
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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, increases in fuel and energy prices, or fluctuations in prices of utilities in the markets in which we operate; |
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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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| · | threats of cybersecurity breaches, technological changes and our potential inability to implement new technologies; |
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| · | the integration of any acquisitions and the failure to realize expected synergies; |
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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.
AVAILABLE INFORMATION
We file annual and current reports and other information with the 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.
ii |
| Table of Contents |
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, 2026 and 2025 and for the years ended June 30, 2026, 2025 and 2024, and the notes thereto, are included beginning on page F-1 of this Annual Report.
Our Audited Consolidated Financial Statements have been approved by resolution of the Board of Directors’ meeting held on October 20, 2026 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.
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.
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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 1,482.00 per USD 1.00 as of June 30, 2026. The average seller exchange rate for fiscal year 2026, quoted by Banco de la Nación Argentina was ARS 1,398.53. The seller exchange rate quoted by Banco de la Nación Argentina was ARS 1,524.50 per USD 1.00 as of October 19, 2026. 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 10. Additional Information—D. Exchange Controls.”
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
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, including changes in government policies and the regulatory environment, could adversely affect the Argentine economy and the sectors in which we operate. |
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| · | The maintenance or implementation of additional exchange controls, restrictions on transfers abroad and restrictions on capital flows 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. |
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Risks Relating to Our Agricultural Business
| · | Fluctuation in market prices for our agriculture products, a shortage or the unavailability of our agriculture products, and increased fuel and energy prices 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. |
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| · | 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 IRSA’s 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 IRSA’s results of operations and financial condition. |
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| · | The loss of tenants could adversely affect IRSA’s operating revenue and value of IRSA’s 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. |
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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| · | Investors may not be able to effect service of process within the United States, limiting their recovery of any foreign judgment. |
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| · | If we are considered to be a PFIC 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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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.
Substantially all of our assets, property and customers are located in Argentina. Developments in the macroeconomic, political, regulatory and social conditions in Argentina, and measures taken by the Argentine Government from time to time, have had and are expected to continue to have a significant impact on our business, the quality of our assets, results of our operations, and our financial condition. These conditions include growth rates, inflation rates, exchange rates, taxes, foreign exchange controls, 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. Argentina is an emerging market country, and investing in emerging markets generally entails additional risks.
The Argentine economy has experienced significant volatility in recent decades, characterized by periods of low or negative GDP growth, high levels of inflation, and currency devaluation, and may experience further volatility in the future.
Argentine economic conditions depend on a variety of factors, including the following: (i) domestic production, international demand, and the prices of 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) fiscal deficits or surpluses of the Argentine Government and the level of expenditure by the Argentine Government; (vi) Argentina Government 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 strikes; (xi) the level of unemployment; and (xii) political instability and social tensions.
In 2025, Argentina’s GDP increased by 4.4% compared to 2024, according to data published by the INDEC. A significant portion of this growth reflected a statistical carryover effect from the recovery in activity towards the end of 2024, mainly driven by an increase in agriculture and financial intermediation activities. In addition, economic activity strengthened towards the end of 2025, led by agriculture, which offset a decline in manufacturing and retail activities. According to the World Bank, in its Latin America and the Caribbean Economic Update published in October 2026, Argentina’s GDP is projected to grow by 2.1% in 2026, 3.0% in 2027 and 3.5% in 2028. Likewise, according to the IMF’s World Economic Outlook report published in October 2026, Argentine GDP is projected to grow by 2.1% in 2026 and 3.5% in 2027. However, these estimates may not be realized.
On December 10, 2023, Javier Milei took office as President of Argentina and committed to implementing significant economic reforms. Since the Argentine administration took office, it has implemented a large number of measures aimed at deregulating the Argentine economy and limiting government intervention in the private sector, including the suspension of public works tenders and the reduction of energy and transportation subsidies, and additional measures are expected to be adopted in the future. However, we cannot assure you that the current Argentine administration will be able to implement these measures, considering that it does not hold a majority of the representatives in either chamber of the Argentine Congress. The Argentine economy may be adversely 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 objectives are not successful. These developments could materially affect our financial condition and results of operations.
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Likewise, fiscal adjustment measures implemented by the Argentine Government, including reductions in public spending and the elimination of subsidies, could generate a contraction in domestic demand and a slowdown in economic activity in the short term. A contraction in economic activity could adversely affect demand for our products and services, access to financing, employment levels, and consumer purchasing power, which could have a significant adverse effect on our business, results of operations, and financial condition.
We cannot assure you that a decrease in economic growth or political conditions in Argentina will not adversely affect our business, financial condition, or results of operations, and cause the market value of our shares and ADSs 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 exchange rate information published by the Banco de la Nación Argentina, the Argentine Peso experienced a nominal depreciation against the U.S. dollar of 40.0%, 27.7% and 356.3% in 2025, 2024 and 2023, respectively. In 2025, the depreciation of the Argentine Peso exceeded the inflation rate for 2025, which was 31.5%, according to the INDEC. Among the factors that may influence the evolution of the exchange rate is the level of the Central Bank's international reserves, which have fluctuated significantly in recent years. As of October 15, 2026, the Central Bank’s international reserves totaled USD 50,043 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 companies 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 external debt obligations.
On the other hand, a significant appreciation of the Argentine Peso against the U.S. dollar also presents risks for the Argentine economy, including the possibility of a reduction in exports as a result of a loss of external competitiveness. An appreciation of this nature could also negatively affect economic growth and employment, as well as reduce, in real terms, public sector revenues from tax collection. These factors could have a significant adverse effect on our business, our results of operations, and our ability to meet our debt payment obligations on their respective maturity dates, as well as negatively affect the market value of our shares and ADSs.
We cannot predict whether, and to what extent, the value of the Argentine Peso will depreciate or appreciate against the U.S. dollar or other foreign currencies, or how these uncertainties will affect our business.
Economic and political developments in Argentina, including changes in government policies and the regulatory environment, could adversely affect the Argentine economy and the sectors in which we operate.
The Argentine Government has historically exercised significant influence over the economy, and the Company has operated in a highly regulated environment. In the past, Argentine administrations have intervened directly in the economy, including through expropriations and nationalizations, the imposition of price controls and exchange controls, the establishment of minimum salary levels and mandatory employee benefits, restrictions on capital flows, and other measures that limited private sector activity.
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Since December 2023, the current Argentine administration has sought to implement policies focused on deregulation, reducing state intervention in the economy, fiscal adjustment, and market liberalization. While these policies seek to promote private sector activity and foreign investment, several of these measures have been challenged in Congress and submitted to judicial proceedings. In addition, these measures remain subject to economic and social challenges, and their long-term sustainability is uncertain.
In 2023, the PEN enacted Decree No. 70/2023 contemplating several measures to reduce the size of the public administration and public expenses and to de-regulate the economy. In addition, on June 27, 2024, the Argentine Congress approved the Ley de Bases which declared a public emergency in administrative, economic and financial matters until July 8, 2025, and delegated a series of legislative powers to the PEN until that date. As of the date of this Annual Report, the impact that the reforms adopted by the current Argentine administration will have on the Argentine economy as a whole, and the financial sector in particular, remains uncertain and cannot be predicted. Despite the announced measures from the current Argentine administration aimed at reducing state intervention in the private sector, the level of intervention in the economy by the Argentine Government may increase, which may adversely affect Argentina’s economy and, in turn, our business, results of operations and financial condition. In March 2026, the PEN enacted the Argentine Labor Modernization Law which introduces substantial modifications to the employment contracting regime, severance payments, working hours, collective bargaining agreements, and the right to strike, with the objective of reducing labor informality and promoting private investment. The adoption of this law generated strong union and social resistance in Argentina, with massive demonstrations and threats of general strikes. The law has been subject to a number of judicial challenges, and the constitutionality of certain provisions remains under judicial review. Further judicial decisions could affect the implementation or enforceability of this law.
On July 31, 2026, the PEN submitted to the Argentina Congress a bill to amend the Organic Charter of the Central Bank. The bill aims to strengthen the Central Bank’s functional and financial independence and restrict its ability to provide financing to the public sector, among other matters. On August 27, 2026, the Chamber of Deputies approved the bill with certain amendments, and the bill was referred to the Senate for its approval. On September 24, 2026, the Senate approved the bill with amendments and referred it back to the Chamber of Deputies for consideration of such amendments. As of the date of this Annual Report, the bill has not been enacted into law, and its ultimate scope and potential impact remain uncertain.
Existing and future measures may adversely affect Argentina’s international competitiveness, discouraging foreign investment and borrowing by foreign investors or increasing the outflow of foreign capital, which could have an adverse effect on economic activity in Argentina, and which in turn could adversely affect our business and results of operations. In addition, no assurance can be given that, in the future, additional monetary or exchange restrictions or controls will not be imposed by the Argentine Government. Any restriction on the transfer of 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 U.S. dollar-denominated indebtedness, as well as to meet any other foreign currency-denominated obligation.
In 2027, presidential elections are expected to take place in Argentina. The impact of these elections and any measures taken by the Argentine Government on the Argentine economy, as a whole and in the banking sector in particular, remains uncertain. A change in the Argentine Government administration could lead to the reintroduction of measures such as expropriations, nationalizations, mandatory contractual modifications, price controls, exchange controls, or changes in tax policies, including tax increases and retroactive claims. In addition, there can be no assurance that the economic and regulatory policies implemented by the current administration will continue following the election cycle or that a future administration will not adopt policies that differ materially from those currently in effect.
We cannot assure 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 shares and ADSs, our business, financial condition, and/or results of operations.
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The maintenance or implementation of additional exchange controls, restrictions on transfers abroad and restrictions on capital flows could limit the availability of international credit and could threaten the financial system.
In the past, the Argentine Government has increased controls over the sale of foreign currency, limiting the transfer of funds abroad. The measures taken by the Argentine Government significantly restricted access to the official MULC and, as a result, an unofficial U.S. dollar trading market developed in which the Peso-to-U.S. dollar exchange rate differed substantially from the official Peso-to-U.S. dollar exchange rate. Exchange controls were applied with respect to access to the MULC by Argentine residents for savings and foreign investment purposes, payment of external financial debts abroad, payment of foreign currency dividends abroad, payments of imports and exports of goods and services, and the obligation to repatriate and settle export earnings from goods and services in Pesos, among other matters.
The current Argentine administration has adopted measures to ease foreign exchange restrictions, including lifting substantially all the restrictions that applied to individuals who seek to access the official exchange market. As of the date of this Annual Report, foreign exchange restrictions applicable to legal entities remain in effect in Argentina. Foreign exchange restrictions could adversely affect our ability to access the international capital market, our ability to make principal and interest payments on debt and other amounts abroad, which in turn could adversely affect our business and results of our operations. We cannot predict how the current exchange restrictions will evolve or what additional measures could be adopted in the future by the Argentine administration.
On April 11, 2025, Argentina adopted a managed floating exchange rate regime with intervention bands, allowing the U.S. dollar rate to fluctuate within a predetermined range.
On December 15, 2025, the Central Bank announced a new monetary policy phase effective January 1, 2026, adjusting the bands monthly based on prevailing inflation levels to mitigate episodes of excessive volatility while allowing the exchange rate to fluctuate according to market conditions. In the first months of 2026, the Central Bank purchased approximately USD 4.0 billion in foreign currency under this policy. However, we cannot assure that the Central Bank will be able to continue purchasing foreign currency at the current pace, the frequency of such purchases, or whether these purchases will be sufficient to meet Argentina’s upcoming foreign currency-denominated debt obligations, which could adversely affect Argentina's access to international financing and, consequently, our business, financial condition and results of operations. As a result of these measures, the gap between the official exchange rate and other informal exchange rates that arise implicitly from certain capital market transactions narrowed significantly in 2025.
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, results of operations and financial condition.
Inflation could adversely affect the Argentine economy and our operational results
Historically, inflation has materially undermined the Argentine economy and its ability to create conditions conducive to economic growth in Argentina. High inflation may also undermine Argentina’s competitiveness abroad and lead to a decline in private consumption which, in turn, could also affect employment levels, salaries and interest rates. Moreover, a high inflation rate could undermine confidence in the Argentine financial system, reducing the Peso deposit base and negatively affecting long-term credit markets.
In recent years, Argentina has faced inflationary pressures, evidenced by significantly higher fuel, energy and food prices, among other factors. The current Argentine administration has implemented certain measures related to price deregulation in the supply of food, health insurance, communications, transportation, electricity and gas tariffs, and gasoline prices, which have affected prices and created additional inflationary pressure during December 2023 and 2024.
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According to data published by the INDEC, during 2024 there was a significant deceleration of year-on-year inflation with respect to 2023, which continued during 2025. During 2024, the cumulative variation of Argentina’s CPI was 117.8%, representing a significant deceleration compared to the 211.4% recorded in 2023. During 2025, Argentina’s CPI was 31.5%, the lowest since 2017. Despite this deceleration, inflation continues to be high. During 2026, CPI rates were 2.9% in January, 2.9% in February, 3.4% in March, 2.6% in April, 2.1% in May, 1.9% in June, 2.1% in July, 1.7% in August, and 1.9% in September. On October 6, 2026, the Market Expectations Survey of the Central Bank projected inflation of 1.8% for October, 1.7% for November, and 1.9% for December 2026, as well as a cumulative inflation of 30.3% for the full year 2026. We cannot assure you that the Central Bank’s projections will effectively be verified, and that the fiscal and monetary policies adopted by the Argentine Government would be sufficient to sustain such a downward inflation trajectory.
As of the date of this Annual Report, the Argentine Government has partially restored price stability through fiscal and monetary policies based on a primary surplus. If such policies cannot be maintained, or in the future cease to be effective, an acceleration in inflation rates could be expected, with adverse effects on economic activity and on our financial position. A high rate of inflation affects Argentina's external competitiveness by diluting the effects of the Peso depreciation, negatively impacting employment and the level of economic activity, and undermining confidence in Argentina's banking system, which may further limit the availability of domestic and international credit for businesses.
In addition, a portion of Argentina's debt continues to be adjusted by the "CER," a monetary index that is strongly correlated with inflation. Therefore, any significant increase in inflation would drive an increase in Argentine external debt, in whole or in part, and consequently in Argentina's financial obligations, which could exacerbate pressure on the Argentine economy. An inflationary environment could undermine our operating results, adversely affect our ability to finance our businesses' working capital needs on favorable terms, and impair our results of operations.
There is uncertainty as to 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 you that inflation rates will not increase in the future or that the measures taken or to be taken by the Argentine Government to control inflation will be effective in the long term. High inflation may adversely affect the Argentine economy, which in turn may have a negative impact on 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 maintained high levels of fiscal deficit and has regularly turned to the Central Bank to meet a portion of its financing requirements. In 2023, public sector revenues declined by approximately 4.7%, primarily as a result of a significant reduction in revenues due to the drought that occurred in 2023, public expenditures decreased by 4.9%, primarily due to a real-terms reduction in social benefits and subsidies, and the government achieved a primary fiscal deficit of 2.9% of Argentina’s GDP. In 2024, public sector revenues increased by approximately 7.2% in real terms and public expenditures decreased by 4.4% compared to 2023, primarily due to a reduction in public works spending, and the government achieved a primary fiscal surplus of 1.8% of Argentina’s GDP. In 2025, revenues of the Argentine Government decreased by approximately 2.6% in real terms and total expenditures decreased by approximately 2.1% compared to 2024, primarily due to the expiration of the PAIS tax (a tax created by Law No. 27.541 on purchases of foreign currency and certain foreign-currency payments for imports, services and travel abroad), lower income tax collections and a 15.5% decline in export duties, while the Argentine public sector achieved a primary fiscal surplus of approximately 1.4% of Argentina's GDP, compared to 1.8% in 2024.
In 2025, for the second consecutive year, the Argentine public sector accumulated a financial surplus. The financial surplus amounted to ARS 1,453,819 million, resulting from a primary surplus of ARS 11,769,219 million (approximately 1.4% of Argentina’s GDP), less interest payments on public debt, net of intra-public-sector payments on public debt of ARS 10,315,400 million. During the first eight months of 2026, the Argentine public sector accumulated a primary fiscal surplus of approximately 1.1% of Argentina’s GDP and a financial surplus of approximately 0.2% of Argentina’s GDP. In August 2026, the Argentine public sector recorded a primary surplus of ARS 1,990,322 million and a financial surplus of ARS 635,529 million.
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On December 26, 2025, the Argentine Congress approved the budget for Argentine for fiscal year 2026, which is the first budget passed under the current administration, which projects a primary surplus of 1.2% of GDP and a zero fiscal deficit. According to legislators involved in the approval process, this marks the first time in 13 years that Argentina has approved a budget with a zero deficit target. In addition, on September 15, 2026, the PEN submitted to the Argentine Congress the draft budget for fiscal year 2027, which is currently under consideration. The draft budget projects real GDP growth of 4.0% in 2027, year-on-year inflation of 18% by December 2027, an exchange rate of approximately ARS 1,848 per U.S. dollar at year-end and a primary fiscal surplus equivalent to approximately 1.3% of GDP.
Despite the current administration's commitment to eliminate the fiscal deficit, and the achievement of a financial and primary fiscal surplus in 2024 and 2025, we cannot assure you that such levels of public spending 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 obtaining access to the liquidity available at local financial institutions. In such event, government initiatives that increase local financial institutions' exposure to the public sector could affect the liquidity and asset quality of the financial system and have a negative effect on customer confidence in the financial system.
Argentina's ability to obtain financing from international markets could be limited, which could affect its ability to implement reforms and foster economic growth.
The Argentine Government has repeatedly faced difficulties in the payment of its sovereign debt in the past. As a result, the Argentine Government may not have access to international financing, or its access may be costly, which would limit its ability to make investments and foster economic growth. Additionally, Argentine companies may also have difficulty accessing international financing, at reasonable costs or at all.
Following its external debt default in 2001, Argentina carried out successive debt restructuring processes through exchanges conducted in 2005, 2010, a settlement with holdout creditors in 2016, and a debt exchange in 2020, which achieved majority creditor participation. Although the Argentine Government has reached agreements with the majority of such creditors and, in March 2026, announced a preliminary agreement with the remaining creditors, which led to the suspension of judicial proceedings against the Argentine Government, it cannot be assured that these agreements will be implemented on the anticipated terms or that new claims will not arise.
In 2009, Argentina entered into a swap agreement with the People's Republic of China (China) for CNY 70 billion (approximately USD 9.9 billion). In August 2026, the Argentine Government reached an agreement with China to refinance the swap, pursuant to which the maturity dates of the swap were extended to 2031. 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.
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Additionally, on April 11, 2025, the World Bank and the Inter-American Development Bank approved the granting of financial assistance to Argentina under multi-year programs in the amounts of USD 12 billion and USD 10 billion, respectively. On July 24, 2025, the IDB approved two additional loans totaling USD 1.2 billion to strengthen fiscal sustainability, improve the business climate, and boost competitiveness under the IDB’s new 2025-2028 country strategy for Argentina. These loans are part of the USD 10 billion financing package that the IDB will provide to Argentina’s public and private sectors over the next three years.
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 million, 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.
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. 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. In January 2026, the Central Bank reported that these transactions had been settled in December 2025.
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.
Due to past or potential future defaults on its indebtedness, and despite recent developments, we cannot assure you that Argentina will have access to international financing in the future, on reasonable terms or at all. If Argentina is not able to access financing, it may not be able to foster economic growth and invest in the country. As a result, we cannot assure you that private companies in Argentina, including us, will have access to financing on reasonable terms or at all, which could adversely affect our business, financial condition and results of operations.
The Argentine economy could be adversely affected as a result of a decline in international commodity prices.
Argentina's economy has historically focused on the production and export of certain commodities, including agricultural products such as grains, fats and oils, beef, and dairy products, and petroleum. Argentina's dependence 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 can 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 dependence on agricultural commodities, Argentina is also vulnerable to weather events, such as the droughts that occurred in Argentine in 2018 and 2023, which can adversely affect agricultural production, reducing fiscal revenues and U.S. dollar inflows. The negative impact that these droughts had on the agriculture sector in Argentina was exacerbated by the historic drop in the Paraná river (Argentina’s main river) and a large number of fire outbreaks in multiple Argentine provinces during 2022. In addition, in 2024, rainfall in the core region of Argentina, the most productive area of the country, was close to the historical average, although in December 2024 rainfall was below the historical average. If any severe weather events, including droughts, occur in the future, productive activities in Argentina, the level of foreign exchange reserves in the Central Bank and the Argentine economy as a whole could be adversely affected.
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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.
Additionally, on January 3, 2026, the United States launched a series of airstrikes against Venezuela, in which President Nicolás Maduro and his wife, First Lady Cilia Flores, were captured and removed from the country. Following the airstrikes, Venezuela declared a state of national emergency, and the Venezuelan Supreme Court of Justice, as a consequence of Maduro's capture, proclaimed Vice President Delcy Rodríguez as President of Venezuela. We are unaware of the consequences that this U.S. military action may have on Venezuela, the region, and/or globally.
In 2026, the escalation of geopolitical tensions in the Middle East, in particular the conflict with Iran, has generated significant volatility in international energy and commodity markets. In this context, the risk of disruptions to strategic routes such as the Strait of Hormuz, through which a substantial portion of global oil and gas supply transits, has driven increases in international crude oil prices and has generated disruptions in logistics chains, as well as increases in transportation costs and the costs of key inputs such as fertilizers. These events may have mixed effects for Argentina: while an increase in the prices of certain commodities could positively impact export revenues, it could also increase domestic costs, put pressure on inflation, and elevate risk aversion in international markets, raising the cost of access to financing for emerging economies. It cannot be assured that these geopolitical tensions will not intensify or that their effects on international markets will not have an adverse impact on the Argentine economy and, consequently, on our business, financial condition, and results of operations.
A sustained decline in the international price of the main commodities exported by Argentina, or any future weather event or condition, could have an adverse effect on the agricultural sector. This would negatively impact the Argentine Government's revenues and its ability to meet its public debt payments, potentially generating recessionary or inflationary pressures, thereby adversely affecting our business, financial condition, and results of 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, investor perceptions of events occurring in certain countries have substantially affected in the past, and may continue to substantially affect, capital flows and investments in securities issued by entities in 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, our ability to access credit and international capital markets, our financial condition, and our results of operations, which is likely to be more severe in an emerging market economy, such as Argentina.
Argentina’s economy remains vulnerable to external shocks that could be caused by adverse regional or global developments. A significant decline in the economic growth of any of Argentina’s major trading partners (including Brazil, the EU, China and the United States) could have a material adverse impact on Argentina’s balance of trade and adversely affect Argentina’s economy.
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. The U.S. political environment may be affected by the congressional midterm elections scheduled for November 2026, which will determine control of both chambers of the U.S. Congress for the following legislative term. These elections will involve all seats in the U.S. House of Representatives and a portion of the seats in the U.S. Senate, and their outcome could influence the administration’s ability to advance its legislative agenda. Depending on the electoral outcome, changes in congressional leadership could affect the scope or implementation of U.S. economic and trade policies, including measures that may influence tariffs, supply chains, or market access for international exporters operating in or trading with the United States.
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On February 5, 2026, Argentina and the United States signed a bilateral trade and investment agreement intended to reduce tariff and non-tariff barriers and expand investment between the two countries. Although the agreement is expected to facilitate increased trade between the two countries, its implementation, scope and interaction with existing or future tariff and trade measures remain subject to regulatory developments and policy decisions. As of the date of this Annual Report, the agreement has not been approved by the Argentine Congress.
In June 2025, following Israeli strikes on Iranian military infrastructure, the United States launched a major air attack targeting Iran’s nuclear facilities at Fordow, Natanz, and Isfahan. The U.S. strikes caused significant damage and marked a dramatic escalation in U.S.-Iran tensions, raising fears of a wider regional war. On February 28, 2026, the United States and Israel further conducted several air strikes on Iran and in retaliation Iran fired ballistic missiles at Israel and targeted at least four U.S. military bases in the Persian Gulf. Since that date, intense military actions and bombings by the United States, Israel and Iran have continued in the Middle East, including reported attacks in other countries, such as Iraq, Saudi Arabia, Qatar and Bahrain. Continuation and further escalation of these conflicts could lead to the involvement of other countries in the conflict. The Argentine administration has publicly expressed its alignment with the United States and Israel in foreign policy matters, which could expose Argentina to diplomatic or trade repercussions from countries or blocs that oppose such positions.
In January 2026, the United States Government carried out a military operation that culminated in the capture and subsequent transfer to the United States of Nicolás Maduro, whose legitimacy as President of Venezuela was questioned by various states and international organizations, generating a scenario of political and institutional uncertainty. As a result, the economic and social situation in Venezuela could worsen, and regional instability and the risk perception of Latin American markets could increase. Likewise, developments in Venezuela, as a country historically relevant to the production and export of hydrocarbons, could increase volatility in international energy markets and affect oil and other commodity prices, with potential effects on the Argentine economy.
Likewise, international geopolitical developments, including armed conflicts and tensions in various regions, have generated and could continue to generate volatility in Argentina’s economy, the financial markets and international energy and commodity prices. The extent to which the conflicts described above may affect Argentina international relations, trade flows and overall economy remains uncertain, and any adverse consequences could in turn negatively impact our business, financial condition and results of operations.
On October 4, 2026, Brazil held the first round of its general elections, in which no presidential candidate obtained the absolute majority of valid votes required to be elected. Right-wing senator Flávio Bolsonaro from Partido Liberal (Liberal Party) received 47.03% of the votes and incumbent President left-wing Luiz Inácio Lula da Silva from Partido dos Trabalhadores (Workers’ Party) received 45.16% of the votes. As a result, the two candidates will compete in a runoff election scheduled for October 25, 2026, with the next presidential term set to begin on January 5, 2027. The outcome of such election remains uncertain and may result in changes to Brazil’s economic, fiscal, trade, environmental, foreign investment or foreign exchange policies. Given Brazil’s importance to Argentina’s economy and regional trade, any material changes in such policies or a deterioration of economic conditions in Brazil could adversely affect economic activity, investment flows and trade in Argentina, which could in turn adversely affect our business, financial condition and results of operations.
In addition, the economic performance of Brazil, one of Argentina's main trading partners, may affect Argentina’s economy. A depreciation of the Brazilian Real against the U.S. dollar has in the past (including the recent months) and would again in the future put additional pressure on the exchange rate for the Argentine Peso against the U.S. dollar. Likewise, a significant depreciation of the Brazilian Real against the U.S. dollar or slower economic growth in Brazil could affect the competitiveness of Argentine exports and demand for Argentine goods, particularly in industrial sectors.
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Economic conditions in Argentina may also be adversely affected by public health events in Argentina or abroad, including the outbreak of contagious diseases, or regional or global pandemics, and the measures taken by governments, regulators and businesses to respond to any events.
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 ordinary shares and ADSs. We cannot assure you that events in other market countries will not adversely affect our financial performance.
The interruption of the publication of Argentine economic indices, or changes in their calculation methodologies, could affect the projections made by the Company.
In 2014, the INDEC established a new CPI, the CPI, which reflects a broad measurement of consumer prices, considering price information from the 24 provinces of the country, divided into six regions. In response to challenges to the credibility of the CPI, as well as other indices published by the INDEC, the Argentine Government declared an administrative state of emergency for the national statistical system and INDEC on January 8, 2016, based on a determination that the INDEC had failed to produce reliable statistical information, particularly with respect to the CPI, GDP, inflation and foreign trade data, as well as poverty and unemployment rates, and temporarily suspended the publication of certain statistical data pending the reorganization of its technical and administrative structure to recover its capacity 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 various provincial statistical offices in 39 urban areas, including each of the provinces of Argentina.
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 Euro 313 million guarantee. As a result, the plaintiffs in the case enforced a Euro 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.
In 2026, the INDEC prepared an updated CPI methodology designed to better reflect current consumption patterns by adopting a basket of goods and services based on the 2017–2018 Household Income and Expenditure Survey—replacing the outdated 2004 basket—and reweighting categories (giving greater emphasis to services such as housing, utilities, and transportation) to improve representativeness and international comparability, with publication initially planned for February 2026 using January 2026 data; however, amid controversy over the change, INDEC director Marco Lavagna resigned in early February 2026 and Economy Minister Luis Caputo announced that the methodological update would be postponed until the disinflation process is fully consolidated, meaning the existing CPI formula remains in effect for the time being and prompting debate among economists regarding the credibility and representativeness of Argentina's official inflation figures.
Any future correction or required reformulation of INDEC's indices could result in a decrease in confidence in the Argentine economy, which, in turn, could have an adverse effect on our ability to access the international capital markets to finance our operations and growth, and which could, in turn, adversely affect our results of operations and financial condition and cause the market value of our shares and ADSs to decline.
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The Company's operating costs could increase as a result of the promotion or adoption of certain measures by the Argentine Government, as well as pressure from labor unions.
In the past, the Argentine Government has promoted and enacted laws and collective bargaining agreements that imposed on private sector employers the obligation to maintain certain wage levels and to grant additional benefits to their employees. In addition, employers have been under strong pressure from their employees and trade unions to grant wage increases and other benefits.
By means of Resolution No. 4/2026 of the Argentine Council for Employment, Productivity, and the Living Minimum Wage, established as of October 1, 2026, the living minimum wage in Argentina is ARS 391,200 for monthly-paid workers working the full legal working hours, and ARS 1,956 per hour for hourly workers. Under the resolution, living minimum wages in Argentina will increase from November 2026 until April 2027 on a monthly basis and, effective as of April 1, 2027, the living minimum wage in Argentina is expected to be ARS 437,000 for monthly-paid workers working the full legal working hours, and ARS 2,185 per hour for hourly workers.
Likewise, we cannot assure you that in the future the Argentine Government will not enact measures that result in increases in the living minimum wage and/or in benefits, compensation, or other labor costs that employers must bear. Any wage increase and/or any other increase in labor costs could result in higher costs and a decrease in our results of operations. For more information see “–Risks Relating to Our Agricultural Business–Labor relations could negatively impact us.”
Failure to adequately address actual and perceived risks of institutional deterioration and corruption could adversely affect Argentina's economy and financial condition.
The absence of a strong and transparent institutional framework for contracts with the Argentine Government and its agencies, and corruption allegations, have affected and continue to affect Argentina. Argentina ranked 104th out of 182 in the Transparency International’s 2025 Corruption Perceptions Index.
As of the date of this Annual Report, there are several ongoing investigations into allegations of money laundering and corruption, which have negatively impacted the Argentine economy and political environment. These investigations include the so-called “Cuadernos” case, which initiated in 2018 and relates to alleged systematic bribery payments in connection with public work contracts, and the “Vialidad” case, in which the Supreme Court confirmed the conviction of former President Cristina Fernández de Kirchner for fraudulent administration in June 2025. In addition, during 2025 and 2026, various investigations and complaints were initiated related to alleged acts of corruption and money laundering involving officials and political figures of the current administration.
We cannot assure you what the outcome of those investigations will be or the impact they could have on political stability, investor confidence, or the business climate in Argentina. 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 byinvestors in their equity and debt securities, and may further experience restrictions on their access to financingthrough 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.
Failure to address these matters could increase the risk of political instability, distort the decision-making process, and adversely affect Argentina's international reputation and its ability to attract foreign investment.
We cannot estimate the impact that these investigations could have on the Argentine economy. Likewise, it is not possible to predict the duration of the corruption investigations, which companies could be involved, or how broad the effects of these investigations could be, which may negatively impact the Argentine economy. In turn, decreased investor confidence resulting from any of these matters, among other problems, could have a significant adverse effect on the growth of the Argentine economy, which, in turn, could harm our business, our financial condition, and results of operations and affect the trading price of our ordinary shares and ADSs.
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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.
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 defaulted bonds issued by Argentina, which have resulted and may result in adverse judgments or attachments against Argentina's assets and limit its financial resources.
There are pending claims against the Argentine Government filed with the ICSID that could result in additional 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 the Argentine Government will not fail to fulfill its obligations in the future.
Litigation, as well as ICSID claims against the Argentine Government, have given rise to significant judgments and may give rise to further significant judgments, and could result in attachments or injunctions related to Argentine assets that the Argentine Government intended to use for other purposes. As a result, the Argentine Government may not have all the financial resources necessary to fulfill its obligations, implement reforms, and foster growth, which could have a material adverse effect on the Argentine economy and, consequently, on our business, financial condition, and results of operations. There are pending ICSID claims against the Argentine Government that could result in additional 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 U.S. District Court for the Southern District of New York granted summary judgment in favor of YPF in connection with claims arising from the expropriation of YPF by Argentina in 2012 and the alleged failure to launch a tender offer for the remaining shares, dismissing all claims against YPF. The District Court also awarded approximately USD 16.1 billion in damages, which Argentina appealed. On March 27, 2026, the U.S. Court of Appeals for the Second Circuit reversed the judgment against Argentina, affirmed the dismissal of all claims against YPF and remanded the case for further proceedings. On June 2, 2026, the Second Circuit denied the plaintiffs’ petition for rehearing. On September 30, 2026, the plaintiffs filed a petition for a writ of certiorari seeking review by the U.S. Supreme Court. On October 20, 2026, the District Court formally vacated its 2023 judgment against Argentina, in accordance with the Second Circuit’s decision, and closed the proceedings before the District Court. The plaintiffs’ petition for a writ of certiorari remains pending before the U.S. Supreme Court.
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Separately, in January 2025, the U.S. Supreme Court declined to hear Argentina’s appeal in litigation related to its 2001 sovereign debt default, allowing creditors to pursue the attachment of approximately USD 310 million in Argentine assets related to collateral securing Brady Bonds. The litigation stems from Argentina's default on Brady Bonds and other securities following the 2001 economic crisis. Although Argentina subsequently carried out debt restructurings in 2005, 2010 and 2016, certain creditors refused the exchange offers and pursued claims in U.S. courts seeking repayment of their holdings. In 2020, Argentina carried out a debt restructuring which resulted in the restructuring of approximately 99% of the eligible debt. On March 11, 2026, Argentina announced that it had reached an agreement in principle with its remaining holdout creditors, and the parties agreed to a standstill of the pending proceedings while the settlement is finalized. There is no assurance that the settlement will be finalized on the anticipated terms or that new claims will not arise. Continued or renewed litigation could adversely affect Argentina's access to financing and, in turn, our business, financial condition and results of operations.
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 "B- (Stable)" by Fitch Ratings, "B- (stable outlook)" by S&P Global Ratings, and "B3 (positive outlook)" by Moody's Ratings.
On May 6, 2026, Fitch Ratings upgraded Argentina's long-term sovereign debt rating from "CCC+" to "B-," establishing a stable outlook. However, Fitch cautioned about the persistence of risks associated with the volume of foreign currency debt maturities projected for 2027 and the weakness in net reserve stocks. On June 10, 2026, S&P raised Argentina's long-term foreign currency sovereign credit rating from "CCC+" to "B-," maintaining a stable outlook. S&P noted that Argentina continues to face relevant challenges related to the accumulation of international reserves, the sustainability of economic reforms, and the evolution of the political and financial context. On July 21, 2026, Moody's upgraded Argentina's sovereign rating from "Caa1" to "B3" and changing the outlook from stable to positive.
On June 23, 2026, Morgan Stanley Capital International maintained Argentina as a "standalone" (independent) market, the lowest category in its classification. MSCI noted that, while advances had been observed in macroeconomic and regulatory matters, restrictions persisted that limited foreign investors' access to the Argentine market, and therefore the country was not included among the markets considered for potential reclassification in that review.
Notwithstanding the foregoing, a downgrade, suspension, or withdrawal of the credit ratings of Argentine companies could give rise to the following consequences, among others: (i) an increase in financing costs and other difficulties in obtaining funds; (ii) the need to provide additional collateral in connection with financial market transactions; 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. As of the date of this Annual Report, Argentina is experiencing an El Niño event, and the Argentine National Meteorological Service reported a 100% probability that El Niño conditions will persist during October and November 2026. Such conditions may contribute to changes in precipitation patterns and increase the risk of extreme rainfall and flooding in certain regions of Argentina. 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.
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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 and Banco Master investigation; |
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| · | government policies related to our sector; |
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| · | fiscal or monetary policy amendments to tax legislation; and other political, diplomatic, social or economic developments in or affecting Brazil; and |
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| · | potential disruptions in the Brazilian financial system, including stress events affecting financial institutions and credit markets. |
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 4.8% in 2021, 3% in 2022, 3.2% in 2023, 3.4% in 2024, 2.3% in 2025, and 1.9% in the first six months of 2026.
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.
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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 crises have affected and continue to affect the confidence of investors and the general public, a situation that has 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.
On October 4, 2026, Brazil held the first round of its general elections, in which no presidential candidate obtained the absolute majority of valid votes required to be elected. Right-wing senator Flávio Bolsonaro from Partido Liberal (Liberal Party) received 47.03% of the votes and incumbent President left-wing Luiz Inácio Lula da Silva from Partido dos Trabalhadores (Workers’ Party) received 45.16% of the votes. As a result, the two candidates will compete in a runoff election scheduled for October 25, 2026, with the next presidential term set to begin on January 5, 2027.
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, 2026, it was 14.25% 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 and (1.05)% in 2025. Cumulative inflation in the first six months of 2026, calculated by the same index, was 3.27%. 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, 4.83% in 2024 and 4.26% in 2025. Cumulative inflation in the first six months of 2026, calculated by the same index, was 3.36%.
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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, 2026, 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.
In addition, the tax reform approved in Brazil introduces significant changes to the Brazilian tax system, including the gradual replacement of PIS, COFINS, ICMS, ISS and IPI by new consumption taxes. The implementation and interpretation of these new rules may increase compliance costs, affect cash flows, alter the taxation of our activities and transactions and create uncertainties during the transition period, any of which could materially and adversely affect our business, financial condition and results of operations.
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.
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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 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 approximately 12% against the U.S. dollar, and the BRL/USD exchange rate was BRL 5.48 per USD 1.00 on December 31, 2025. In the first six months of 2026, the real appreciated by approximately 5.9% against the U.S. dollar, and the BRL/USD exchange rate (PTAX) was BRL 5.1766 per USD 1.00 on June 30, 2026. 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 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.
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.
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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.
Given the dispersion of BrasilAgro's share capital and the significant percentage of shares held in free float, the Company is unable to determine with certainty whether it could be characterized by the relevant authorities as being under foreign control for purposes of Law No. 5,709/1971.
If the relevant authorities conclude that BrasilAgro falls within the scope of such restrictions, future acquisitions and leases of rural properties may be subject to the applicable legal and regulatory limitations, and BrasilAgro may need to modify its business strategy and intended practices in order to continue acquiring and leasing agricultural and rural properties.
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.
As of March 2026, Brazilian Supreme Court (STF) voted in favor of the constitutionality of the restrictions. Justice Gilmar Mendes was designated as the reporting Justice in the proceedings that affirmed the constitutionality of the restrictions; however, as of the date hereof, he has not yet rendered his opinion.
We are not able to provide an estimate of the timeframe for STF’s report, and depending on the final report, 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 result in a reallocation of capital away from emerging markets, including Brazil, as investors seek higher returns in developed markets, which may result in capital outflows from, or reduced capital inflows into, emerging markets. Such developments may reduce global liquidity and investors’ interest in the Brazilian capital markets, adversely affect the availability and cost of financing and put pressure on the Brazilian real and 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.
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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).
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.
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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, 2026, 0.74% 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 6.64% in 2025. According to the IMF, Paraguay’s real GDP grew 5.8% year on year in the first quarter of 2026 and is expected to grow 4.4% in 2026. 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. In 2025 it appreciated by approximately 10% against the U.S. dollar. As of June 2026, the Paraguayan currency had appreciated 23.1% against the U.S. dollar in nominal terms year on year and 8.6% year to date in June 2026.
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.
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.
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Social and political instability in Paraguay, including protests, strikes, civil unrest or significant changes in government policies, could adversely affect BrasilAgro’s operations in Paraguay.
The social and political environment in Paraguay may present risks associated with political polarization and potential social unrest, which could materialize in the form of strikes, road blockades and other disruptions that negatively affect logistics and business continuity. These risks could be further heightened if the government implements structural reforms or policy measures without broad social consensus, potentially triggering increased public dissatisfaction. In addition, uncertainty surrounding abrupt changes in public policies may alter market conditions and affect Paraguay’s overall risk perception, potentially discouraging foreign investment and adversely affecting BrasilAgro’s operations in Paraguay and, consequently, 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, 2026, 2.71% of BrasilAgro’s assets were located in Bolivia. Bolivia has a history of economic, social and political instability, exchange controls, frequent changes in regulatory 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, followed by an economic contraction of 1.58% in 2025. The economic contraction is expected to deepen in 2026, with the World Bank projecting a decrease of 3.2%. Within this context, inflation has accelerated significantly in recent years, reaching approximately 9.97% in 2024 and 20.40% in 2025.
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.
The political transition in Bolivia and the policies adopted by the new Bolivian administration may adversely affect BrasilAgro’s operations in Bolivia.
In 2020, Luis Arce, a left-wing candidate, was elected President of Bolivia for a five-year term. Between late 2022 and January 2023, protests took place in the city of Santa Cruz, Bolivia’s largest city by GDP. In September 2024, social unrest intensified following the disqualification of Evo Morales’s candidacy for the August 2025 election. Supporters of Morales, including factions within the Movement Toward Socialism (Movimiento al Socialismo) party, organized demonstrations and roadblocks, which escalated into violent clashes between pro-Morales and pro-Arce groups and were also driven by underlying economic concerns. Political uncertainty eased after the October 2025 election of President Rodrigo Paz, which ended nearly two decades of rule by the Movement Toward Socialism party and marked a significant political transition amid efforts to address macroeconomic imbalances and restore confidence.
The current Bolivian administration enacted measures in order to moderate inflation, stabilize the exchange rate between the Bolivian currency and the U.S. dollar and improve the country’s economic outlook. Key measures included eliminating the fuel subsidy, negotiating new external loans with multilateral organizations up to USD 7.6 billion, publishing a reference exchange rate based on foreign trade transactions within the financial sector, tariff relief for various imported goods and strengthening social compensation and benefit programs.
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We cannot assure you that these measures will be successful or sustained, that the multilateral financing will be obtained or disbursed on the expected terms, or that they will not generate social opposition, protests or political instability. In addition, Bolivia remains exposed to risks associated with persistent social demands, political polarization and potential shifts in economic policy. These factors could adversely affect BrasilAgro’s operations in Bolivia and, consequently, our business, financial condition and results of operations.
Risks Relating to Our Agricultural Business
Fluctuation in market prices for our agriculture products, a shortage or the unavailability of our agriculture products, and increased fuel and energy prices could adversely affect our financial condition and results of operations.
Our production process requires various agriculture products. Prices for these 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, including 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, tensions in the Middle East, and any related escalations; |
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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. |
A significant increase in the cost of our agriculture products, a shortage of these products or the unavailability of these products could reduce our profit margin, our production and/or interrupt our agricultural production, adversely affecting our results of operations and financial condition.
In addition, we require substantial amounts of fuel oil and other resources for our harvest activities and transport of our agricultural products. The availability and cost of these resources are significantly influenced by global crude oil prices. Any sustained increase in international oil prices directly impacts our operational structure by increasing the cost of diesel and other petroleum-derived inputs essential for our machinery and logistics. Disruptions in energy supply or significant increases in energy costs could have a material adverse effect on our business, results of operations and financial condition.
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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.
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.
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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.
In addition, disruptions to international trade routes, including disruptions affecting commercial shipping through the Strait of Hormuz, may adversely affect global supply chains and result in increases in energy and transportation costs, including oil prices and freight costs, as well as the cost or availability of agricultural inputs, including fertilizers. Any such increases or disruptions could increase our production and logistics costs and 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.
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.
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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 Argentine 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. On September 29, 2026, the Supreme Court overturned the ruling of the Federal Court of Appeals of La Plata and dismissed the action filed by the Centro de Ex Combatientes Islas Malvinas La Plata (“CECIM”), holding that CECIM lacked standing to bring the action and that there was no case or controversy warranting judicial intervention. The Supreme Court expressly stated that its decision did not address the constitutional validity of section 154 of Decree No. 70/2023. Accordingly, the repeal of Law No. 26,737 provided for by section 154 remained in effect following that decision. However, on October 9, 2026, in a separate proceeding initiated by Asociación Civil Árbol de Pie and other plaintiffs, the Supreme Court provisionally suspended the effects of section 154 of Decree No. 70/2023 by way of an interim injunction, pending a determination by the competent court regarding the plaintiffs’ standing and their request for injunctive relief. As a result, the restrictions established under Law No. 26,737 on foreign ownership of rural land are provisionally in effect again. The constitutional validity of section 154 of Decree No. 70/2023 remains unresolved.
In addition, on July 3, 2026, a bill was introduced before the Argentine Chamber of Deputies proposing amendments to Law No. 26,737, including changes to the limits applicable to the acquisition of rural lands by foreign individuals and legal entities. The bill was referred to the committees of General Legislation, Constitutional Affairs and Agriculture and Livestock and remains under consideration. If enacted, the proposed amendments could modify the restrictions applicable to foreign ownership and possession of rural lands in Argentina and, depending on their final terms and scope, could affect the Company’s ability to acquire, hold or develop rural properties in Argentina. 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 prolonged 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.
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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.
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.
We cannot guarantee that our suppliers will not engage in improper practices, including inappropriate labor or manufacturing practices.
We cannot guarantee that our suppliers’ business operations comply with all applicable laws and regulations relating to working conditions, sustainability and appropriate safety conditions, or that they will not carry out improper practices relating to such matters. Although we implement supplier due diligence and monitoring procedures, we cannot assure that such measures will be sufficient to prevent or detect all instances of non-compliance. In the event that our suppliers engage in improper business practices, our customers’ perception of our business may be adversely affected. Any adverse publicity could adversely affect our business, results of operations and reputation.
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. |
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.
As of the date of this Annual Report, Argentina is experiencing an El Niño event, and the Argentine National Meteorological Service reported a 100% probability that El Niño conditions will persist during October and November 2026. Such conditions may contribute to changes in precipitation patterns and increase the risk of extreme rainfall and flooding in certain regions of Argentina.
Excessive rainfall and flooding may adversely affect our agricultural operations by reducing or damaging planted areas, preventing or delaying planting and harvesting activities, damaging agricultural infrastructure, and disrupting access to fields due to damage to rural roads and other infrastructure. These events may result in increased operating, maintenance and recovery costs and may adversely affect our financial condition and results of operations.
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, 2026, 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, ACA, Quilmes, COFCO, Grobocopatel, Arcor, Amaggi y Boormalt. 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.
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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.
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 consolidate the financial results of BrasilAgro in our consolidated financial statements included in this Annual Report. 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, 2026, 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, 2026, 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, 2026, 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.
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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, 2026, we owned land reserves extending over more than 319,194 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.
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 Argentine 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 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 expenses. 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.
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Countries may adopt regulations specifically affecting the agricultural sector that could adversely affect our business.
Countries in which we operate or to which we export may adopt regulations specifically affecting the agricultural sector and related industries, or take other measures impacting the research, production, processing, marketing, import and export of our products. Such regulations may include restrictions on the use of certain agrochemicals, changes to food safety standards, new labeling requirements or other measures that could increase our costs, limit our market access or otherwise adversely affect our business, results of operations and financial condition.
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, 2026, our consolidated financial gross debt amounted to ARS 2,022,787 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.
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.
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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.
Although our operations do not depend exclusively on the internet, cybersecurity remains a critical risk for the Company. We rely on digital systems to manage financial, operational and administrative information. These systems may be subject to cyber intrusions, viruses, ransomware, denial-of-service attacks, phishing, identity theft and other disruptions that could affect our operations and result in financial losses or reputational damage.
We have implemented robust security measures, including multi-factor authentication and ongoing cybersecurity monitoring across our environment, to protect our information and systems. We also raise awareness among our employees regarding cybersecurity practices to mitigate risks. Despite these efforts, we cannot guarantee that our systems are completely free from vulnerabilities.
In the event of a significant cyberattack, we could face disruptions to our operations, fraud or theft of sensitive information, which could adversely affect our financial condition and shareholder confidence. In addition, insurance coverage may not be sufficient to cover all potential losses, which could have a negative impact on our business.
Although we intend to continue implementing and updating our security technological devices and operating procedures to prevent cybersecurity-related harm, our systems may not be free from vulnerabilities and these security countermeasures may be overcome. If any of these events were to occur, our reputation could be harmed, 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.
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As of June 30, 2026, we owned approximately 55.14% 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 IRSA’s 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 IRSA’s tenants due to economic conditions; |
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| · | increases in interest rates and other factors outside IRSA’s control; |
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| · | the accessibility and attractiveness of the areas where IRSA’s 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 IRSA’s shopping malls; |
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| · | the increasing competition from internet sales; |
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| · | the amount of rent collected from tenants at IRSA’s 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 IRSA’s shopping malls. |
An increase in IRSA’s operating costs could also have a material adverse effect on IRSA if IRSA’s tenants were to become unable to pay higher rent IRSA 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 IRSA’s 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 IRSA’s 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 IRSA’s 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 IRSA’s tenants and IRSA’s ability to collect rents when due; |
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| · | changes in IRSA’s or its 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 IRSA’s financial condition and results of operations, and as a result, on IRSA’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 IRSA’s 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 its 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, IRSA 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 IRSA’s 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 IRSA’s financial position and the results of IRSA’s operations.
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, 2026, IRSA’s consolidated financial gross debt amounted to ARS 1,006,699 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, IRSA 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.
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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 IRSA’s 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 IRSA’s results of operations and financial condition.
As of June 30, 2026, 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 IRSA’s 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 IRSA’s properties.
Although no single tenant represents more than 5.8% 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 IRSA’s financial condition and the results of IRSA’s 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.
If upon expiration of a lease for any of IRSA’s properties a tenant does not renew its lease, or upon termination of a lease for any of IRSA’s properties, IRSA may not be able to lease the property to a new tenant promptly, may need to incur capital expenditures to re-condition, renovate or re-lease the relevant properties to attract new tenants, and the terms of any renewal or new lease (including the cost of renovations or tenant improvements) may be less favorable to IRSA than the current lease terms. Any delays in re-leasing vacant properties, or the inability to re-lease them at comparable rental rates, could have a material adverse effect on IRSA’s business, financial condition and results of operations.
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 IRSA’s operations and potentially alter its 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 or at all, particularly in periods of rising U.S. interest rates and tighter monetary policy by the Federal Reserve, which may increase borrowing costs and reduce access to financing for Argentine sovereign and corporate issuers; |
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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. |
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| · | competition from other potential acquirers may significantly increase the purchase price of a desired property; and |
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| · | IRSA may spend significant time and money on potential acquisitions that IRSA is unable to make as a result of the lack of satisfaction of customary closing conditions included in the agreement for the acquisition of properties, including the satisfactory completion of due diligence investigations. |
If IRSA is unable to find suitable acquisition targets, or if IRSA finds them and is unable to complete the acquisitions on favorable terms or to manage acquired properties to meet IRSA’s goals, IRSA’s business, financial condition, results of operations and prospects or the market price of IRSA’s GDSs could be materially and adversely affected.
In addition, IRSA faces risks arising from the acquisition of properties not yet fully developed or in need of substantial renovation or redevelopment, including, in particular, the risk that IRSA overestimates the value of the property, the risk that the cost or time to complete the renovation or redevelopment will exceed IRSA’s budget and the risk that the relevant location is never developed. Those delays or cost overruns may arise from:
| · | shortages of materials or skilled labor; |
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| · | a change in the scope of the original project; |
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| · | the difficulty in obtaining necessary zoning, land-use, environmental, health & safety, building, occupancy, antitrust and other governmental permits; |
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| · | economic or political conditions affecting the relevant location; |
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| · | an increase in the cost of building materials and equipment; |
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| · | the discovery of structural or other latent defects in the property once construction has commenced; and |
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| · | delays in securing tenants. |
Any failure to complete a development project in a timely manner and within budget or to lease the project after completion could have a material adverse effect on IRSA’s business, financial condition, results of operations and prospects or the market price of IRSA’s GDSs.
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 IRSA’s 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 IRSA projects, the occupancy or rental rates IRSA expects to achieve at the time IRSA makes the decision to acquire, which may result in the properties’ failure to achieve the returns IRSA 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 IRSA’s 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 IRSA’s acquisition cost. |
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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 IRSA’s operations and divert management’s attention away from day-to-day operations, which could impair IRSA’s relationships with its 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 its current business and operations. As part of IRSA’s strategy, IRSA intends to increase its properties portfolio through strategic acquisitions at favorable prices, where IRSA believes 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.
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.
According to the International Monetary Fund's 2025 analysis, the real estate sector in China accounts for approximately 20% of China’s economic activity, and more than two-thirds of household wealth is tied to the real estate sector.
IRSA cannot predict whether, or to what extent, the uncertainty arising from the property crisis in China may affect IRSA’s 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 its 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 IRSA’s business, financial condition and results of operations.
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According to INDEC, as of June 2026, the manufacturing industrial production index for textiles, clothing, leather and footwear recorded a year-on-year decrease of 10.8% compared to the same month of the previous year, while the cumulative figure for the first six months of 2026 decreased by 17.1% compared to the same period of 2025. Meanwhile, in May 2026, the total sales index at constant prices in shopping malls increased by 11.9% compared to the same month of 2025. The cumulative figure for January-May 2026 decreased by 2.1% compared to the same period of 2025. Likewise, according to INDEC, during the first quarter of 2026, public consumption decreased by 2.4%, while private consumption increased by 0.8%, in both cases compared to the previous quarter and on a seasonally adjusted basis.
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 its 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. IRSA 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 IRSA need to develop its 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.
As a consequence, IRSA cannot provide assurance that Argentine Government responses to such disruptions will restore investor confidence in Argentine lands, which could have an adverse impact on its 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:
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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 IRSA will be able to re-let the space on economically reasonable terms. The loss of rental revenue from a number of IRSA’s tenants and IRSA’s inability to replace such tenants may adversely affect IRSA’s profitability and its ability to comply with its 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 IRSA’s business.
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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 IRSA’s ability to change the mix of its 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, IRSA’s results of operations would be adversely affected. Certain properties are mortgaged and if IRSA was unable to meet IRSA’s underlying payment obligations, IRSA could suffer losses as a result of foreclosures on those mortgaged properties. Furthermore, if IRSA is required to dispose of one or more of its mortgaged properties, IRSA 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 IRSA’s business. In this kind of transactions, IRSA may agree not to sell the acquired properties for a considerable time which could affect its 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, IRSA 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 its 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 IRSA’s 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.
A downgrade in IRSA’s credit rating could negatively impact its 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 IRSA’s facilities, regardless of the preventative measures IRSA adopts. 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 IRSA’s shopping malls.
Changes in the regulatory framework applicable to lease agreements could affect IRSA’s contractual flexibility and operating results.
The regulatory framework applicable to lease agreements in Argentina has undergone significant changes in recent years. In December 2023, the National Executive Branch issued Decree of Necessity and Urgency No. 70/2023 (“Decree 70/2023”), which repealed Law No. 27,551 and amended various provisions of the Argentine Civil and Commercial Code. Among other matters, the Decree eliminated certain statutory minimum terms for lease agreements and expanded the parties’ autonomy to agree on the currency of payment, the mechanism and frequency for adjusting rent and other contractual terms and conditions.
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However, although Decree 70/2023 is currently in force and applicable, its consideration by Congress remains pending. In this regard, while the Senate rejected the Decree, the Chamber of Deputies has not yet ruled on it. Consequently, IRSA cannot assure that the regime introduced by the Decree will remain in force without modifications or that, in the future, provisions similar to those set forth under the prior regulations, which imposed greater limitations on contractual freedom in connection with lease agreements, will not be reinstated, in whole or in part. In addition, the Decree has been subject to various legal challenges, and therefore it cannot be ruled out that future judicial decisions may affect its application or validity.
Any amendment to the current regulatory framework that reduces flexibility in negotiating the terms and conditions of lease agreements, including the term of the agreements, the currency of payment, rent adjustment mechanisms or other commercial terms, could affect IRSA’s ability to manage its lease portfolio under market conditions, which could have a material adverse effect on its business, operating results, financial condition or prospects.
Under the regulations governing lease agreements, IRSA is exposed to the risk that its tenants may exercise their termination rights, which could have a material adverse effect on its business and operating results. IRSA cannot assure that its tenants will not exercise such rights, particularly if rental amounts stabilize or decrease in the future or if economic conditions continue to deteriorate. In addition, IRSA cannot currently predict how Decree 70/2023 may affect its business, operating results 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, IRSA’s financial condition and results of operations could be adversely affected.
IRSA could have losses if it has to resort to eviction proceedings in Argentina to collect unpaid rent because such proceedings are complex and time-consuming.
Although Argentine law permits filing of an executive proceeding to collect unpaid rent and a special proceeding to evict tenants, eviction proceedings in Argentina are complex and time-consuming. Historically, the heavy workloads of the courts and the numerous procedural steps required have generally delayed landlords’ efforts to evict tenants. Eviction proceedings generally take between six months and two years from the date of filing of the suit to the time of actual eviction.
Historically, 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 IRSA’s 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.
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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 IRSA’s expenses and impact IRSA’s strategies. |
| · | 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 IRSA’s customers. Such events could disrupt IRSA’s operations or those of IRSA’s customers or third parties on which IRSA relies and does 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 IRSA’s operations. |
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| · | Regulatory compliance risks: increased regulatory compliance risk may result from the increasing pace, breadth and depth of regulatory expectations, including potential ESG reporting requirements, green building codes and energy efficiency standards, 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: IRSA’s reputation and client relationships may be damaged as a result of IRSA’s practices and decisions related to climate change, social and environmental matters, or to the practices or involvement of IRSA’s 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.
As of the date of this Annual Report, Argentina is experiencing an El Niño event, and the Argentine National Meteorological Service reported a 100% probability that El Niño conditions will persist during October and November 2026. Such conditions may contribute to changes in precipitation patterns and increase the risk of extreme rainfall and flooding in certain regions of Argentina.
Flooding and other extreme weather events may cause physical damage to IRSA’s properties, developments and infrastructure, increase maintenance, repair and insurance costs, delay or disrupt construction and development activities, restrict access to or the use of certain properties, and adversely affect the value, occupancy or demand for properties located in areas exposed to flooding or other climate-related risks. Any of these events could adversely affect IRSA’s financial condition and results of operations.
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 IRSA’s results of operations and liquidity.
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IRSA’s tenants operate in certain specific economic sectors, and IRSA’s business may be adversely affected by an economic downturn in any of those sectors. A significant portion of IRSA’s rental income is derived from tenants operating in the retail, gastronomy, entertainment and services, among other sectors, which are highly sensitive to consumer spending, economic cycles and changes in consumer preferences. An economic downturn or adverse event affecting any of these sectors could result in increased tenant defaults, higher vacancy rates or pressure to reduce rental rates, any of which could have a material adverse effect on IRSA’s business, financial condition and results of operations.
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 IRSA’s 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 IRSA’s tenants; |
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| · | maintenance, repair and renovation costs incurred to maintain the competitiveness of IRSA’s 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 IRSA’s operating costs, caused by inflation or by other factors could have a material adverse effect on IRSA if its 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 anticipates.
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 IRSA’s 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 IRSA’s 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 IRSA’s 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 IRSA to greater risks due to fluctuation in the general economy; |
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| · | construction may be delayed because of a number of factors, including weather, strikes or delays in receipt of zoning or other regulatory approvals, or man-made or natural disasters, resulting in increased debt service expense and construction costs; |
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| · | changes in IRSA’s tenants’ demand for rental properties outside of Buenos Aires; and |
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| · | shortages of construction materials or disruptions in supply chains, including increases in the cost of key inputs such as cement, steel and other building materials, which could delay projects or increase costs beyond original estimates. |
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 IRSA’s 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 IRSA’s 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.
In addition, IRSA’s business is exposed to fluctuations in the prices of raw materials and key inputs used in the construction, maintenance and operation of its properties. Substantial increases in the prices of commodities such as steel, cement and energy could result in higher construction and operating costs. To the extent that IRSA’s is unable to pass along these increased costs to its tenants through rent adjustments, its operating margins could be materially and adversely affected. Growing demand for labor, especially when coupled with shortages of qualified construction workers, may also result in significant wage inflation and delays in IRSA’s development projects, which could have a material adverse effect on its business, financial condition and results of operations.
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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 IRSA’s competitors is able to acquire and develop desirable properties, because it has access to greater financial resources or otherwise, if IRSA is unable to respond to such pressures as promptly as IRSA’s competitors, or competition increases, IRSA’s 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 IRSA’s properties. The number of competing properties in a particular area could have a material adverse effect both on IRSA’s ability to lease retail space in IRSA’s shopping malls or sell units in IRSA’s residential complexes and on the amount of rent or the sale price that IRSA is 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 IRSA’s results of operations.
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 IRSA’s vicinity 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. In the future, both national and foreign companies may participate in Argentina’s real estate development market, competing with IRSA for business opportunities.
Disruptions in the supply of utilities and public services could adversely affect the operation of IRSA’s properties.
The operation of the IRSA’s shopping malls, office buildings and hotels depends on the adequate and uninterrupted supply of electricity, water, gas and other public services and utilities. Any disruption, shortage or significant increase in the cost of these services could adversely affect the operations of IRSA’s properties and the businesses of its tenants, potentially leading to decreased consumer traffic, tenant defaults or increased operating costs. In addition, restrictions or price increases affecting the supply of key resources could affect the construction and maintenance of IRSA’s properties. Any of these factors could have a material adverse effect on IRSA’s business, financial condition and results of operations.
Some potential losses are not covered by insurance and certain kinds of insurance coverage may become prohibitively expensive.
IRSA currently has 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 IRSA’s assets), and terrorism, in all of IRSA’s properties. Although IRSA believes 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 IRSA’s operations, delay revenues, and result in large expenses to repair or rebuild the property.
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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 its 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, IRSA 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.
Furthermore, IRSA cannot be sure that the insurance companies will be able to continue to offer products with sufficient coverage at commercially reasonable rates. If IRSA experiences a loss that is uninsured or that exceeds insured limits with respect to one or more of IRSA’s properties or if the insurance companies fail to meet their coverage commitments to IRSA in the event of an insured loss, then IRSA could lose the capital invested in the damaged properties, as well as the anticipated future revenues from those properties and, if there is recourse debt, then IRSA would remain obligated for any financial obligations related to the properties. Any such losses or higher insurance costs could adversely affect IRSA’s business, financial condition, results of operations and prospects or the market price of IRSA’s GDSs.
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 its capital invested in, and anticipated revenue from, one or more of IRSA’s 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 has 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 IRSA, 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.
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 its 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 IRSA’s percentage rent based revenue. If e-commerce and retail sales through the Internet continue to grow, retailers’ and consumers’ reliance on IRSA’s shopping malls could be materially diminished, having a material adverse effect on IRSA’s 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 IRSA’s hotels operate is highly competitive. The operational success of IRSA’s hotels is highly dependent on IRSA’s 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.
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In addition, the profitability of IRSA’s hotels depends on:
| · | IRSA’s ability to form successful relationships with international and local operators to run its 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 IRSA’s projects. Maintaining IRSA’s licenses and authorizations can be costly. If IRSA fails 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 IRSA’s 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 IRSA 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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IRSA is or may become subject to legal and administrative proceedings or government investigations, which could harm its business and reputation.
From time to time, IRSA is or may become involved in litigation, investigations and other legal or administrative proceedings relating to claims arising from IRSA’s operations, either in the normal course of business or not, or arising from violations or alleged violations of laws, regulations or acts. IRSA cannot assure you that these or any of IRSA’s other regulatory matters and legal proceedings, including any that may arise in the future, will not harm IRSA’s reputation or materially affect IRSA’s ability to conduct IRSA’s business in the manner that IRSA expects or otherwise materially adversely affect IRSA should an unfavorable ruling occur, which could have a material adverse effect on IRSA’s business, financial condition, results of operations and prospects or the market price of IRSA’s GDSs.
Labor relations may negatively impact IRSA.
As of June 30, 2026, 57.5% 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 or its third-party providers may fail to maintain, obtain or renew or may experience material delays in obtaining requisite governmental or other approvals, licenses and permits for the conduct of IRSA’s business.
IRSA and its third-party providers of goods and services, as applicable, are subject to numerous governmental and local regulations and require various approvals, licenses, permits, concessions and certificates in the conduct of its business. IRSA cannot assure you that IRSA, or its third-party providers of goods and services, will not encounter significant problems in obtaining new or renewing existing approvals, licenses, permits, concessions and certificates required in the conduct of IRSA’s business, or that IRSA, or its third-party providers of good and services, will continue to satisfy the current or new conditions to those approvals, licenses, permits, concessions and certificates that IRSA currently has or may be granted in the future. There may also be delays on the part of regulatory and administrative bodies in reviewing IRSA’s applications and granting approvals.
The implementation of new laws and regulations on environmental protection, health and safety-related matters in the jurisdictions in which IRSA operates, or in the jurisdictions from which IRSA’s third-party providers of goods and services source their deliverables to IRSA, may create stricter requirements to comply with, including requirements relating to the demands of communities where the real estate is located. This could delay IRSA’s ability to obtain the related approvals, licenses, permits, concessions and certificates, or could result in IRSA not being able to obtain them at all. If previously obtained approvals, licenses, permits and certificates are revoked and/or if IRSA, or its third-party providers of goods and services, fail to obtain and/or maintain the necessary approvals, licenses, permits, concessions and certificates required for the conduct of IRSA’s business, IRSA may be required to incur substantial costs or temporarily suspend or alter the operation of one or more of its properties, or projects in construction or any relevant component thereof, which could affect the general operation of these locations or IRSA’s compliance with any leases at those locations, which in turn could have a material adverse effect on IRSA’s business, financial condition, results of operations and prospects or the market price of IRSA’s GDSs.
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, 2026, IRSA had fair value gain on investment properties of ARS 193,797 million. Although the upward or downward revaluation adjustments reflect unrealized capital gains or losses on IRSA’s 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 IRSA’s 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.
In addition, increases in interest rates, may result in higher discount rates being applied in the valuation methodologies used to determine the fair value of investment properties, including shopping centers. As a result, the appraised value of such properties may decline, which could lead to adverse fair value adjustments in IRSA’s financial statements.
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IRSA cannot guarantee whether changes in market conditions will increase, maintain or decrease the historical average fair value gains on IRSA’s investment properties or at all. In addition, the fair value of IRSA’s investment properties may materially differ from the amount IRSA receives from any actual sale of an investment property. If there is any material downward adjustment in the revaluation of IRSA’s investment properties in the future or if IRSA’s investment properties are disposed of at significantly lower prices than their valuation or appraised value, IRSA’s 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, 2026, the majority of its liabilities, such as its Series XIV, XVIII, XXII, XXIII, XXIV, and XXV Notes, were denominated in U.S. dollars while IRSA’s revenues are mainly denominated in Pesos. This currency gap mainly affects IRSA’s operational flows to pay interests of IRSA’s U.S. dollar denominated debt, considering IRSA’s assets are transacted in U.S dollars. In addition, restrictions to access to MULC to acquire the required U.S. dollars to pay IRSA’s 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 IRSA to a risk of volatility, which may adversely affect IRSA’s financial results if the U.S. dollar appreciates against the Peso and may affect IRSA’s ability to pay interests of IRSA’s 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 IRSA’s tenants and mortgages, most of which generate Peso denominated revenue.
IRSA issues 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 its 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.
Although IRSA’s operations do not depend 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.
IRSA has implemented robust security measures, including multi-factor authentication and ongoing cybersecurity monitoring across its environment, to protect information and systems. IRSA also raises awareness among its employees regarding cybersecurity practices to mitigate 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, which could adversely affect its financial condition and shareholder confidence. Additionally, insurance coverage may not be sufficient to cover all potential losses, which could have a negative impact on IRSA’s business.
Although IRSA intends to continue implementing and updating their security technological devices and operating procedures to prevent cybersecurity-related harm, IRSA’s systems may not be free from vulnerabilities and these security countermeasures may be overcome. If any of these events were to occur, IRSA’s reputation could be harmed, affecting their business, as well as their results of operations and financial condition.
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Property ownership through joint ventures or investees may limit IRSA’s ability to act exclusively in IRSA’s interest.
IRSA develops and acquires properties in joint ventures with other persons or entities or make minority investments in entities when IRSA believes circumstances warrant the use of such structures.
As of June 30, 2026, 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, 2026, 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 IRSA’s own objectives, IRSA will not be able to act exclusively in IRSA’s 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 IRSA’s Board of Directors and senior management, who have significant expertise and knowledge of IRSA’s business and industry. The loss or interruption of their services for any reason could have a material adverse effect on IRSA’s business and results of operations. IRSA’s future success also depends in part upon IRSA’s ability to attract and retain other highly qualified personnel. IRSA cannot assure you that it will be successful in hiring or retaining qualified personnel, or that any of IRSA’s personnel will remain employed by IRSA, which may have a material adverse effect on IRSA’s financial condition and results of operations.
IRSA may face potential conflicts of interest relating to its principal shareholders.
IRSA’s largest beneficial owner is Mr. Eduardo S. Elsztain, according to his indirect shareholding through the Company. As of June 30, 2026, such beneficial ownership consisted of 466,459,045 common shares held by the Company. Conflicts of interest between IRSA’s management and that of IRSA’s related companies may arise in connection with the performance of their respective business activities. As of June 30, 2026, Mr. Eduardo S. Elsztain also beneficially owned approximately 58.5% of IRSA’s common shares. IRSA cannot assure you that its principal shareholders and its affiliates will not limit or cause IRSA to forego business opportunities that its affiliates may pursue or that the pursuit of other opportunities will be in IRSA’s 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, 2026, IRSA owned approximately 29.12 % of the outstanding capital stock of Banco Hipotecario. Banco Hipotecario’s assets as of such date were ARS 3,865,420 million. All of Banco Hipotecario’s operations, properties and customers are located in Argentina. Accordingly, the quality of Banco Hipotecario’s loan portfolio, financial condition and results of operations depend on economic, regulatory and political conditions prevailing in Argentina. These conditions include growth rates, inflation rates, exchange rates, changes to interest rates, changes to government policies, social instability and other political, economic or international developments either taking place in, or otherwise affecting, Argentina.
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In the event that depositors are unable to freely withdraw their money from banks in the future, there may be a substantial negative impact on the manner in which financial institutions, including Banco Hipotecario, conduct their business, and on their ability to operate as financial intermediaries. Loss of confidence in the international financial markets may also adversely affect the confidence of Argentine depositors in local banks.
In the case of an adverse economic situation, even if it is not related to the financial system, could trigger a massive withdrawal of capital from local banks by depositors, as an alternative to protect their assets from potential crises. Any massive withdrawal of deposits could cause liquidity issues in the financial sector and, consequently, a contraction in credit supply.
The occurrence of any of the above could have a material and adverse effect on Banco Hipotecario’s expenses and business, results of operations and financial condition.
The asset quality of financial institutions is exposed to the non-financial public sector and Central Bank’s indebtedness.
Financial institutions carry significant portfolios of bonds issued by the Argentine Government and by provincial governments as well as loans granted to these governments.
In addition, financial institutions currently carry securities issued by the Central Bank in their portfolios, which generally are short-term. As of June 30, 2026, Banco Hipotecario’s total exposure to the public sector was ARS 1,593,878.5 million, which represented 41.2%.
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.
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 IRSA 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.
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IRSA 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. IRSA 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 Banco Hipotecario. 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.
IRSA 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.
Argentina has changed the legal rules that apply to obligations payable in foreign currency. Decree of Necessity and Urgency No. 70/2023 (“Decree 70/2023”) amended the Argentine Civil and Commercial Code to provide that debtors may discharge an obligation only in the currency the parties agreed on, and that courts may not change that currency. Under the prior rule, a debtor could discharge a foreign-currency obligation by paying the equivalent amount in Argentine legal tender. The Argentine Senate voted to reject Decree No. 70/2023 in March 2024. As of the date of this Annual Report, Decree No. 70/2023 therefore remains in force unless and until the Chamber of Deputies also rejects it. If the Chamber of Deputies rejects Decree No. 70/2023, the prior rule would be reinstated, and debtors could again discharge foreign-currency obligations by paying the equivalent amount in Argentine legal tender. We cannot assure you 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. Recent increases in delinquency levels among Argentine households and businesses may indicate a deterioration in borrowers' repayment capacity. In addition, higher interest rates may increase debt servicing costs for borrowers and further affect their ability to meet payment obligations. If such trends continue or economic conditions deteriorate, Banco Hipotecario may experience higher levels of past due loans, which could require increased allowances for loan losses and adversely affect its results of operations and financial condition. There can be no assurance that the levels of past due amounts and subsequent charge-offs will not be materially higher in the future.
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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 Banco Hipotecario’s 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 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, 2026, was the beneficial owner of approximately 39.2% (without considering treasury shares) of our common shares (or approximately 278,159,391 common shares which may be exchanged for an aggregate of 27,815,939 ADSs), is free to dispose of any or all of its common shares or ADSs at any time in its discretion. For more information, see “Item 6. Directors, Senior Management and Employees — E. Share Ownership.” 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.
Although the ADSs are listed on the NASDAQ, 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.
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We previously identified a material weakness in our internal control over financial reporting, which has been remediated, and any future failure to maintain effective internal control 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 consolidated financial statements for the fiscal year ended June 30, 2025, we identified a material weakness in our internal control over financial reporting and concluded that our internal control over financial reporting was not effective as of 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. During the fiscal year ended June 30, 2026, we implemented measures to address the underlying causes of this material weakness, including designing and implementing a quarterly supervisory review control over capital increases derived from the exercise of warrants, including the related inflation adjustment of share premium in accordance with IAS 29, and formalizing the related documentation and approval requirements. As a result of the implementation of these measures, management has concluded that the material weakness identified as of June 30, 2025 has been remediated and that our internal control over financial reporting was effective as of June 30, 2026. See “Item 15. Controls and Procedures—B. Management’s Annual Report on Internal Control Over Financial Reporting—Remediation of Previously Reported Material Weakness.”
There can be no assurance that the measures we have taken will continue to operate effectively or that additional material weaknesses will not be identified in the future. If we experience additional material weaknesses in the future or otherwise fail to maintain 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, and our independent registered public accounting firm could issue an adverse opinion on our internal control over financial reporting. 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 become more 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, ZBV Abogados, 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.
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If we are considered to be a PFIC 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 PFIC for United States federal income tax purposes for the taxable year ending June 30, 2026, 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.
The Income Tax Law was enacted on September 12, 2013, and published in the Official Gazette on September 23, 2013. According to the amendments, the distribution of dividends by an Argentine corporation was subject to income tax at a rate of 10.0%, unless such dividends were distributed to Argentine corporate entities.
The dividend tax was repealed by Law No. 27,260, published in the Official Gazette on July 22, 2016, and consequently no income tax withholding was applicable on the distribution of dividends in respect of both Argentine and non-Argentine resident shareholders, except when dividends distributed were greater than the income determined according to the application of the Income Tax Law, accumulated at the fiscal year immediately preceding the year in which the distribution is made. In such case, the excess was subject to a rate of 35%, for both Argentine and non-Argentine resident shareholders. This treatment still applies to dividends to be distributed at any time out of retained earnings accumulated until the end of the last fiscal year starting before January 1, 2018.
However, pursuant to Law No. 27,430, as amended by Law No. 27,541 and Law No. 27,630, dividends distributed out of earnings accrued in fiscal years starting on or after January 1, 2018, and other profits paid in cash or in kind —except for stock dividends or quota dividends— by companies and other entities incorporated in Argentina referred to in the Income Tax Law, to 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.
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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.
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.
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Restrictions on the movement of capital out of Argentina may impair your ability to receive dividends and distributions on, and the proceeds of any sale of, the common shares underlying the 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 MULC 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 MULC regulations or be subject to any additional restrictions, such as a different exchange rate to convert the Pesos into U.S dollars, that may be higher than the current official exchange rate. In this regard, we suggest consulting with the corresponding custodian banks about the exchange regulations applicable. For more information, please see “Item 10. Additional Information—D Exchange Controls” and “Item 3. Key Information – D. Risk Factors”.
The protections afforded to minority shareholders in Argentina are different from and more limited than those in the United States and may be more difficult to enforce.
Under Argentine law, the protections afforded to minority shareholders are different from, and much more limited than, those in the United States and some other Latin American countries. For example, the legal framework with respect to shareholder disputes, such as derivative lawsuits and class actions, is less developed under Argentine law than under United States law as a result of Argentina’s short history with these types of claims and few successful cases. In addition, there are different procedural requirements for bringing these types of shareholder lawsuits. As a result, it may be more difficult for our minority shareholders to enforce their rights against us or our directors or controlling shareholder than it would be for shareholders of a United States company.
We may not pay any dividends.
In accordance with Argentine corporate law, we may pay dividends to shareholders out of net and realized profits, if any, as set forth in our Audited Consolidated Financial Statements prepared in accordance with IFRS Accounting Standards. The approval, amount and payment of dividends are subject to the approval by our shareholders at our annual ordinary shareholders meeting. The approval of dividends requires the affirmative vote of a majority of the shareholders entitled to vote present at the meeting. As a result, we cannot assure you that we will be able to generate enough net and realized profits so as to pay dividends or that our shareholders will decide that dividends will be paid.
Our ability to pay dividends is limited by law and our by-laws.
In accordance with Argentine corporate law, we may pay dividends in Pesos out of retained earnings and/or Other Reserves, if any, to the extent set forth in our Audited Consolidated Financial Statements prepared in accordance with IFRS Accounting Standards. Our shareholders’ ability to receive cash dividends may be limited by the ability of the 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.
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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.
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.
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 ADS Depositary 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 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, 2026, we had a 55.14% 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, 2026, 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, 2026, 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.
As of June 30, 2026, we owned, directly and through our subsidiaries, 26 farms, with a total area of 581,983 hectares and during the fiscal year ended June 30, 2026 approximately 581,985 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 expire in 2035 and can be extended for another 29 years.
For information about our capital expenditures, see “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Capital Expenditures.”
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Significant acquisitions, dispositions and development of business
Agricultural Business
Sale of fraction of“Rio do Meio II” Farm– BrasilAgro
During the fiscal year ended June 30, 2026, BrasilAgro completed the final stage of the transfer of 1,964 hectares (1,422 productive hectares) of the “Rio do Meio II” farm, a rural property located in the municipality of Correntina, State of Bahia, Brazil. As a result of the transaction, a gain was recognized under the line “Gain from disposal of farmlands” in the Consolidated Statement of Income and Other Comprehensive Income, amounting to ARS 203 million.
Sale of fraction of“Los Pozos” Farm– CRESUD
On June 29, 2026, the Company executed the deed of conveyance corresponding to a parcel of land of the “Los Pozos” farm, located in the province of Salta, with an approximate surface of 3,500 hectares, while retaining a remaining area of approximately 228,200 hectares of said farm.
The total price agreed for the transaction amounts to USD 6.1 million, equivalent to ARS 8,985 million, to be settled in ten semiannual installments of USD 0.61 million each, equivalent to approximately ARS 898.5 million per installment, with maturities through August 2030. However, possession of the property will be transferred to the buyer only in June 2028; therefore, as of June 30, 2026, the Company had not delivered possession nor transferred control of the asset subject to the transaction.
As of June 30, 2026, the Company collected as an advance payment on account of the sale price the first installment of USD 0.61 million, equivalent to ARS 898.5 million.
Since control of the asset had not been transferred as of June 30, 2026, the land subject to the transaction remains recognized under "Property, plant and equipment" of our Audited Consolidated Financial Statements, and no gain has been recognized. The amount collected was recorded as an advance from customers under "Trade and other payables" of our Audited Consolidated Financial Statements.
Sale of fraction of“Marangatú” Farm– BrasilAgro
On March 17, 2026, Agropecuaria Morotí S.A., a subsidiary of BrasilAgro, entered into a contract for the sale of 921 hectares (501.5 productive hectares) of the “Marangatú II” farm located in the district of Mariscal Estigarribia, Paraguay, for a total amount of USD 1.5 million, equivalent to ARS 2,210 million.
Of the total transaction value, USD 0.6 million (ARS 884 million) corresponds to the sale of 371.84 hectares (200.5 productive hectares), which was recognized in the results for the fiscal year ended June 30, 2026. Of this amount, USD 0.3 million (ARS 442 million) were collected, while the remaining balance will be settled through three annual installments of USD 0.1 million (ARS 147 million each), maturing in February 2027, 2028 and 2029.
The remaining portion of the transaction corresponds to the sale of 549.33 hectares (301 productive hectares) for USD 0.9 million (ARS 1,326 million), which is subject to the fulfillment of certain conditions. Consequently, its effects have not been recognized in our Audited Consolidated Financial Statements, and will be recorded once the applicable criteria are met.
The gain on the sale was recognized under the line “Gain from disposal of farmlands” in the Consolidated Statement of Income and Other Comprehensive Income in the amount of ARS 430 million.
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Urban property business and investments
Sale of lots and barter agreements– "Ramblas del Plata"– IRSA
On July 17, 2025, IRSA entered into an addendum to the purchase agreement dated January 27, 2025, relating to “Ramblas del Plata,” providing for the substitution of one of the lots subject to that agreement. In consideration of the substitution, the buyer agreed to make an additional cash payment of USD 3.5 million and to deliver functional units in the development to be built on the lot, valued at USD 3.6 million. As a result, the consideration under the original agreement increased by USD 7.1 million (equivalent to ARS 8,953 million), reflecting the 5,000 additional square meters of buildable area of the substituted lot.
On November 7 and December 23, 2025, IRSA signed barter agreements for two lots relating to “Ramblas del Plata,” for approximately USD 11.8 million (equivalent to ARS 20,513 million) which will be paid to IRSA through a cash advance and functional units in the developments to be built on the lots.
Additionally, on February 12 and February 26, 2026, IRSA signed barter agreements for two lots relating to “Ramblas del Plata,” for approximately USD 11.3 million (equivalent to ARS 17,734 million), which will be paid to IRSA through a cash advance and sellable square meters.
Additionally, on June 24, 2026, IRSA entered into a barter agreement for one lot relating to “Ramblas del Plata,” for approximately USD 14.2 million (equivalent to ARS 21,121 million), which will be paid to IRSA through a cash advance and functional units in the developments to be built on the lots.
The sale transaction was recorded as a transfer between the line item “Investment properties” and “Trading properties” of our Audited Consolidated Financial Statements, and generated a gain of ARS 1,620 million, which has been recognized in the line item “Net gain / (loss) from fair value changes of investment properties” of our Audited Consolidated Financial Statements. The barter agreements were recorded as a transfer between the line item “Investment properties” and “Trading properties” of our Audited Consolidated Financial Statements.
Acquisition of the Al Oeste Shopping - IRSA
On September 17, 2025, IRSA acquired the “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.
At the time of the acquisition, the shopping mall was operating below its potential, so IRSA plans to reconvert into an outlet center, to be relaunched under the name “Oeste Outlet” during the fiscal year ending June 30, 2027.
“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. The remaining balance will be paid in four annual installments.
This transaction was recorded as an addition of “Investment properties” for ARS 15,567 million and “Intangible assets” for ARS 1 million, with a recognition of imputed interest for ARS 1,347 million.
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Sale of Land Plot in Pilar– IRSA
On October 17, 2025, IRSA signed a sale agreement for a plot of land located in the Municipality of Pilar, Province of Buenos Aires, with a total surface area of approximately 609,343 sqm. The transaction price amounted to USD 1.2 million, equivalent to ARS 2,106 million.
This transaction was recorded as a disposal of “Investment properties” and generated a gain of ARS 104 million, which was recognized in the line item “Net gain / (loss) from fair value adjustment of investment properties” of our Audited Consolidated Financial Statements.
Property acquisition– IRSA
On October 30, 2025, IRSA acquired, through a judicial process, a property located on Av. Gaona, between Nazca and Terrada, in the Flores neighborhood of the Autonomous City of Buenos Aires.
The property, on a plot of land of 8,856 sqm, has an existing built area of approximately 17,000 sqm and potential for future expansion. The purchase price was USD 6.8 million, which was fully paid. IRSA intends to refurbish the property.
Córdoba Land Plot Barter Agreement– IRSA
On January 28, 2026, IRSA signed a barter agreement with a local developer for the transfer of a plot of land owned by IRSA, located in the City of Córdoba, adjacent to the Córdoba Shopping area, to be used for the development of a corporate office building. As consideration, IRSA will receive full ownership of an open-plan office floor of approximately 979 sqm, together with ancillary rights over parking spaces and an option to acquire additional space in the building. The reference value of the transaction amounts to approximately USD 2.4 million, equivalent to ARS 3,707 million.
This barter agreement was recorded as a transfer between the line item “Investment properties” and “Trading properties” of our Audited Consolidated Financial Statements.
Soleil– Lease agreement– IRSA
On February 9, 2026, IRSA signed a lease agreement for an area of approximately 6,200 sqm located on the premises of Soleil Premium Outlet shopping center. The purpose of the agreement is the construction and operation of retail units, which will be integrated into the existing shopping complex.
The term of the lease, including automatic renewals, is 50 years, and the transaction was recorded as an addition of “Right-of-use assets” and “Lease liabilities” in our Audited Consolidated Financial Statements ARS 4,902 million.
Corporate reorganization of We are appa S.A. into SHEFA INVESTMENTS S.A.– IRSA
During the last quarter of the fiscal year ended June 30, 2026, the corporate reorganization of We are appa S.A. was completed, resulting in a single vehicle intended to foster and expand initiatives in the retail and technology sectors.
As of June 30, 2026, IRSA holds an 89.44% ownership interest in Shefa, while Ben Iosef Elsztain, CEO of Shefa, together with other strategic investors, holds the remaining 10.56%, and as of the date of this Annual Report, IRSA holds an 81.41% ownership interest in Shefa, and Mr. Ben Iosef Elsztain, CEO of Shefa, together with other strategic investors, hold the remaining 18.49%.
Additionally, as part of the reorganization, Shefa obtained control of BoulderTech Ltd. through the acquisition of an additional ownership interest during 2026, for a consideration of ARS 2,887 million. Prior to such transaction, Shefa held an equity interest in BoulderTech Ltd., which was accounted for as a financial asset amounting to ARS 1,334 million, since IRSA did not exercise control over the entity.
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As a result of obtaining control, the transaction was accounted for as a business combination in accordance with IFRS 3. On the acquisition date, the previously held interest was included as part of the consideration transferred in determining the value of the business combination, resulting in a total consideration of ARS 4,221 million, and its measurement did not give rise to any effect on profit or loss.
As of June 30, 2026, the accounting for the business combination has been determined only on a provisional basis, as valuations of the identifiable intangible assets and the related deferred tax liability are still in progress, and all the information necessary to complete the purchase price allocation has not yet been obtained. Consequently, the amounts allocated to such assets, the related deferred tax liability and the resulting goodwill may be adjusted during the measurement period, which shall not exceed twelve months from the acquisition date. Any such adjustments will be recognized retrospectively in accordance with IFRS 3.
Acquisition of“Los Gallegos” Shopping Mall– IRSA
On June 9, 2026, IRSA completed the acquisition of 100% of the share capital of the companies owning the “Los Gallegos” shopping mall, located at Rivadavia 3050, Mar del Plata, province of Buenos Aires – Tienda Los Gallegos S.A. and Los Gallegos Martinez Navarro y Cia S.A. for a total amount of USD 13.5 million, equivalent to ARS 18,990 million. Of this amount, USD 12.5 million (ARS 17,583 million) were paid, while a balance of USD 1 million (ARS 1,407 million) was retained as guarantee. The shopping mall has a leasable area of approximately 10,500 m², including 49 stores, 14 stands, 2 movie theaters, a department store, and 115 parking spaces. With this acquisition, the IRSA’s shopping mall portfolio reached 18 assets, totaling more than 400,000 m² of GLA.
As of June 30, 2026, the accounting for the acquisition of the “Los Gallegos” shopping mall was determined on a provisional basis, as the independent valuations of the identifiable intangible assets and the related deferred tax liability are still in progress, and not all the information required to complete the purchase price allocation has yet been obtained. Accordingly, the amounts allocated to such assets, the related deferred tax liability, and the resulting goodwill may be adjusted during the measurement period, which shall not exceed twelve months from the acquisition date. Any such adjustments will be recognized retrospectively in accordance with IFRS 3.
For practical purposes, the acquired companies were consolidated as from June 30, 2026. The results of the acquired companies for the period from June 10 to June 30, 2026 were not consolidated, as their effect was not material to our Audited Consolidated Financial Statements
At its meeting held on September 17, 2026, Board of Directors resolved to call a General Ordinary and Extraordinary Shareholders’ Meeting to be held on October 22, 2026, to consider a corporate reorganization aimed at enhancing the efficiency of operating structure, through the merger by absorption into IRSA of Tienda Los Gallegos S.A. and Los Gallegos Martínez Navarro y Cía. S.A. (the wholly owned subsidiaries acquired as part of the “Los Gallegos” shopping mall transaction).
Additionally, on June 8, 2026, IRSA entered into a purchase agreement for the acquisition of a functional unit of 823.77 m² adjacent to the shopping mall, for a total price of USD 1.3 million, equivalent to ARS 1,909 million, payable as follows: (i) USD 0.3 million (ARS 478 million) upon signing of the agreement, and (ii) the remaining USD 1.0 million (ARS 1,432 million) upon execution of the deed of conveyance.
Zetol LTD Transaction– Boating Trust– IRSA
On June 24, 2026, Zetol LTD, a subsidiary of Liveck L.T.D., transferred a plot of land to the Boating Trust, which was incorporated into the trust estate at an estimated value of approximately USD 8.6 million. As consideration, Zetol LTD will receive 26.92% of the proceeds from the commercialization of residential units and 37.67% of the proceeds from the commercialization of parking spaces in Tower 2 of the “Carrasco Boating” real estate development, equivalent to approximately 2,297 sqm and 27 parking spaces.
The transaction generated a gain of ARS 11,081 million, resulting from the recognition of revenue from the sale of trading properties of ARS 12,377 million and a cost of ARS 1,296 million in the consolidated statement of profit or loss and other comprehensive income. Additionally, a decrease of ARS 1,296 million was recorded in “Trading properties” in our Audited Consolidated Financial Statements.
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For information of significant acquisitions, dispositions and development of business after June 30, 2026, please see “—Recent Developments”.
Recent Developments
Cresud’s Recent Developments
Early Redemption of Class XLIV Notes
On July 8, 2026, we announced that it resolved to exercise its option to redeem early all of the outstanding Class XLIV Notes due January 17, 2027. The redemption was completed on July 17, 2026, at a price equal to 101% of their principal amount, plus accrued and unpaid interest through the redemption date.
Early Redemption of Class XLIX Notes
On August 28, 2026, we announced that it had resolved to exercise its option to redeem early all of the outstanding Class XLIX Notes due September 2, 2027. The redemption was completed on September 4, 2026, at a price equal to 100% of their principal amount, plus accrued and unpaid interest through the redemption date.
Issuance of Additional Class LIII Notes
On August 26, 2026, we announced the issuance in the Argentine local capital markets of additional notes of its Class LIII series (the “Additional Class LIII Notes”), for an issued principal amount of USD 40,420,132. The Additional Class LIII Notes bear interest at a fixed rate of 6.25% per annum, were issued and settled on August 31, 2026, and mature on April 30, 2030. Interest will be paid semi-annually, with the first interest payment due on January 30, 2027 and the second interest payment due on April 30, 2027. Principal will be amortized in a single payment at maturity. The Additional Class LIII Notes have terms and conditions identical to the Company’s existing Class LIII Notes originally issued on April 30, 2026, except for the issuance and settlement date and the issuance price, and are fully fungible with such originally issued notes.
General Ordinary and Extraordinary Shareholders’ Meeting
On September 17, 2026, we announced that our Board of Directors resolved to call a General Ordinary and Extraordinary Shareholders’ Meeting to be held on October 22, 2026, at 1:00 p.m. (Buenos Aires time) at first call, and at 2:00 p.m. (Buenos Aires time) 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, 2026.
3. Consideration of the financial results for the fiscal year ended June 30, 2026, amounting to a profit of ARS 244,516,111,286.75. Consideration of the distribution of dividends payable in cash and/or in kind for up to ARS 116,000,000,000.
4. Consideration of Board of Directors’ performance for the fiscal year ended June 30, 2026.
5. Consideration of Supervisory Committee’s performance for the fiscal year ended June 30, 2026.
6. Consideration of compensation payable to the Board of Directors in the amount of ARS 869,203,490.97, corresponding to the fiscal year ended June 30, 2026.
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7. Consideration of compensation payable to the Supervisory Committee for ARS 45,755,966.40 for the fiscal year ended June 30, 2026.
8. Determination of the number and appointment of 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 regular and alternate members of the Supervisory Committee for a term of one fiscal year.
10. Appointment of certifying accountants for the fiscal year ending June 30, 2027.
11. Approval of compensation payable to Certifying Accountants for the fiscal year ended June 30, 2026.
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 annual budget for the implementation of the Audit Committee’s annual plan.
14. Authorization to carry out registration proceedings relating to this shareholders’ meeting before the CNV, BYMA, Caja de Valores S.A. and the IGJ
IRSA’s Recent Developments
Commercialization Progress of“Ramblas del Plata”
On July 30, 2026, IRSA announced that it had entered into a land swap agreement for a lot with a surface area of 2,360 sqm and an estimated total sellable area of 4,500 sqm, corresponding to the extended Phase 1 of the “Ramblas del Plata” project. The transaction amounted to approximately USD 4 million, to be paid to IRSA through a cash advance and sellable sqm to be received in the future.
On August 31, 2026, IRSA announced that it had entered into a land swap agreement for a lot with a surface area of 2,095 sqm and an estimated total sellable area of 7,483 sqm, corresponding to the extended Phase 1 of the “Ramblas del Plata” project. The transaction amounted to approximately USD 6.7 million, to be paid to IRSA through a cash advance and sellable sqm to be received in the future.
Preliminary Merger Agreement– Los Gallegos
On September 8, 2026, IRSA announced that it had entered into a Preliminary Merger Agreement with Tienda Los Gallegos S.A. and Los Gallegos Martinez Navarro y Cía. S.A., both of which are wholly owned subsidiaries of IRSA.
Upon obtaining the corresponding corporate approvals and complying with applicable legal and regulatory requirements, IRSA will absorb both companies, consolidating the businesses under a single legal structure and centralizing the management of IRSA’s real estate and shopping mall operations, with the aim of generating synergies and achieving operational and economic efficiencies. The merger has no impact on IRSA’s financial information as of June 30, 2026.
On October 8, 2026, IRSA filed the merger prospectus relating to the proposed merger by absorption of Tienda Los Gallegos S.A. and Los Gallegos Martinez Navarro y Cía. S.A. into IRSA, including the special financial statements prepared as of June 30, 2026 in connection with the merger.
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General Ordinary and Extraordinary Shareholders’ Meeting
On September 17, 2026, IRSA informed that its Board of Directors has resolved to call a General Ordinary and Extraordinary Shareholders’ Meeting to be held on October 22, 2026, at 11:00 a.m. at first call, and at 12:00 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, 2026.
3. Consideration of the financial results for the fiscal year ended June 30, 2026, amounting to a profit of ARS 394,080,843,322.03. Consideration of the distribution of dividends payable in cash and/or in kind for up to ARS 211,000,000,000.
4. Consideration of Board of Directors’ performance for the fiscal year ended June 30, 2026.
5. Consideration of Supervisory Committee’s performance for the fiscal year ended June 30, 2026.
6. Consideration of compensation payable to the Board of Directors ARS 24,293,481,028.85 (total compensation) in excess of ARS 4,589,438,862.75 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 Supervisory Committee for ARS 45,755,966.40 for the fiscal year ended June 30, 2026.
8. Determination of the number and appointment of 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 regular and alternate members of the Supervisory Committee for a term of one fiscal year.
10. Appointment of certifying accountants for the fiscal year ending June 30, 2027.
11. Approval of compensation payable to Certifying Accountants for the fiscal year ended June 30, 2026.
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 annual budget for the implementation of the Audit Committee’s annual plan.
14. Consideration of the merger by absorption of Tienda Los Gallegos S.A. (“Tienda los Gallegos”) and Los Gallegos Martínez Navarro y CÍA. S.A. (“Los Gallegos”) with IRSA, and approval of the separate and consolidated merger statements of financial position prepared for such purpose. Consideration of the prior merger agreement for the merger by absorption. Authorizations and delegations and appointment of a representative to execute the final agreement and complete the other required filings and procedures.
15. Authorization to carry out registration proceedings relating to this shareholders’ meeting before the CNV, BYMA, Caja de Valores S.A. and the IGJ.
Related Party Transaction
On September 22, 2026, IRSA’s Board of Directors announced that it had approved an additional investment of up to USD 4 million, which may be contributed in cash or in kind, in Golden Juniors Segregated Portfolio, an investment fund comprising different segregated portfolios, whose investment manager is a company directly controlled by Mr. Eduardo Sergio Elsztain, Chairman of IRSA.
This investment is intended to diversify a portion of IRSA’s liquidity into financial alternatives that may capture growth opportunities in emerging sectors of the Argentine economy, particularly in the precious metals and mining industries. Under the investment agreement, IRSA and/or its subsidiaries will not pay performance fees and will only bear the proportionate share of expenses corresponding to their participation in the fund.
The Audit Committee, having been consulted in accordance with Chapter III of the CNV Rules and Section 110(h) of Capital Markets Law No. 26,831, issued an opinion stating that it had no objections to the transaction described above. Such opinion is available to shareholders at the IRSA's registered office. As of the date of this Annual Report, neither IRSA nor its subsidiaries have made any additional contributions to the fund, whether in cash or in kind.
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Repurchase of Series XXV Notes
On October 15, 2026, IRSA repurchased its Series XXV Notes issued on June 8, 2026 for an aggregate principal amount of USD 9 million. The repurchased Series XXV Notes represent 18.0% of the total outstanding principal amount of such series. The repurchase was made at a price equivalent to 100.68% of the principal amount.
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 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 ByMA and the NASDAQ.
We are also directly and indirectly engaged in the real estate business through our subsidiary 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 55.14% of the outstanding common shares of IRSA.
During the fiscal years ended June 30, 2026 and 2025, we had consolidated revenues of ARS 1,379,363 million, and ARS 1,220,836 million, respectively, and consolidated profit from operation, before financing and taxation, of ARS 425,668 million and ARS 330,977 million, respectively. During the fiscal years ended June 30, 2026 and 2025, our total consolidated assets increased 6.60% from ARS 6,796,006 million to ARS 7,244,639 million, and our consolidated shareholders’ equity increased 6.70% from ARS 2,956,467 million to ARS 3,154,507 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 1,165,791 million and ARS 1,121,395 million as of June 30, 2026 and 2025, respectively, representing 81.71% and 80.85% of our agricultural business assets, respectively. Our Agricultural production segment generated loss from operations of ARS 18,480 million for the fiscal year ended June 30, 2026 and a profit from operations of ARS 21,774 million for the fiscal year ended June 30, 2025, representing 122.15% and 34.29% of our agricultural business profit from operations for those years, respectively. |
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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 788,766 million and ARS 749,081 million as of June 30, 2026 and 2025, respectively, representing 55.28% and 54.01% of our Agricultural Business assets at such dates. Our Crops activity generated losses from operations of ARS 27,225 millon and ARS 6,985 million for fiscal years ended June 30, 2026 and 2025, respectively, representing 179.95% and (11.00)% 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 161,050 million and ARS 162,958 million as of June 30, 2026 and 2025, respectively, representing 11.29% and 11.75% of our agricultural business assets at such dates, respectively. Our Cattle activity generated profit from operations of ARS 6,481 million and ARS 11,412 million for fiscal years ended June 30, 2026 and 2025, respectively, representing (42.84)% and 17.97% 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 198,593 million and ARS 189,006 million as of June 30, 2026 and 2025, respectively, representing 13.92% and 13.63% of our agricultural business assets at such dates, respectively. Our Sugarcane activity generated loss from operations of ARS 6,082 million for the fiscal year ended June 30, 2026 and a profit from operations of ARS 11,928 million for the fiscal year ended June 30, 2025, respectively, representing 40.20% and 18.78% 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 17,382 million and ARS 20,350 million as of June 30, 2026 and 2025, respectively, representing 1.22% and 1.47% of our agricultural business assets at such dates, respectively. Our Agricultural Rentals and Services activity generated profit from operations of ARS 8,346 million and ARS 5,419 million for fiscal years ended June 30, 2026 and 2025, respectively, representing (55.17%) and 8.53% 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 168,805 million and ARS 156,678 million as of June 30, 2026 and 2025, respectively, representing 11.83% and 11.30% of our agricultural business assets at such dates, respectively. Our Land Transformation and Sales segment generated loss from operations of ARS 7,719 million for fiscal year ended June 30, 2026 and a profit from operations of ARS 74,690 million for fiscal years ended June 30, 2025, respectively, representing 51.02% and 117.61% 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 92,157 million and ARS 108,866 million as of June 30, 2026 and 2025, respectively, representing 6.46% and 7.85% of our agricultural business assets at such dates, respectively. Our Others activity generated profit from operations of ARS 16,846 million for fiscal year ended June 30, 2026 and loss from operations of ARS 25,046 million for fiscal years ended June 30, 2025, respectively, representing (111.35)% and (39.44)% 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 5,776 million and ARS 7,913 million for fiscal years ended June 30, 2026 and 2025, respectively, representing 38.18% and (12.46)% of our profit from operations from the Agricultural Business for such years, respectively. |
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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 2,268,490 million and ARS 1,956,528 million as of June 30, 2026 and 2025, respectively, representing 56.75% and 53.08% of our operating assets for the urban properties and investment business at such dates, respectively. Our Shopping Malls segment generated operating profit of ARS 525,607 million and ARS 869,081 million for the fiscal years ended June 30, 2026 and 2025, 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 319,627 million and ARS 340,713 million as of June 30, 2026 and 2025, respectively, representing 8.00% and 9.24% of our operating assets for the urban properties and investment business at such dates, respectively. Our Offices segment generated operating losses of ARS 2,894 million and ARS 178,542 million for the fiscal years ended June 30, 2026 and 2025, 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 1,072,320 million and ARS 1,085,372 million as of June 30, 2026 and 2025, respectively, representing 26.83% and 29.45% of our operating assets for the urban properties and investment business at such dates, respectively. Our Sales and Developments segment generated operating losses of ARS 85,202 million and ARS 433,079 million for the fiscal years ended June 30, 2026 and 2025, 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 65,636 million and ARS 64,322 million as of June 30, 2026 and 2025, respectively, representing 1.64% and 1.75% of our operating assets for the urban properties and investment business, respectively. Our Hotels segment generated an operating profit of ARS 8,661 million and ARS 5,273 million for the fiscal years ended June 30, 2026 and 2025, 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), Shefa 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 271,262 million and ARS 238,933 million as of June 30, 2026 and 2025, respectively, representing 6.79% and 6.48% of our operating assets for the urban properties and investment business, respectively. Our Others segment generated operating profit of ARS 22,497 million and ARS 19,201 million for the fiscal years ended June 30, 2026 and 2025, respectively. |
Agricultural Business
As of June 30, 2026, we owned 26 farms with approximately 581,983 hectares distributed in Argentina, Brazil, Bolivia and Paraguay and during the fiscal year ended June 30, 2026 approximately 581,985 hectares were used (including areas sold during the year) and distributed in Argentina, Brazil, Bolivia and Paraguay, of which approximately 99,244 hectares of the land used for crop production, approximately 59,390 hectares were for cattle production, 85,000 hectares were for sheep production and approximately 19,157 hectares were leased to third parties for crop and cattle production.
The remaining 319,194 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 21,447 hectares for crop production and 2,876 hectares for cattle production, 1,991 leased to third parties and the remaining 105,686 of land reserves are primarily natural woodlands. Also, during the fiscal year ended June 30, 2026, we leased 129,488 hectares to third parties for crop production and 10,896 hectares for cattle production.
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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):
|
| 2026(1) |
|
| 2025(1) |
|
| 2024(1) |
| |||
Crops (2) |
|
| 250,178 |
|
|
| 246,424 |
|
|
| 232,472 |
|
Cattle (3) |
|
| 73,162 |
|
|
| 82,621 |
|
|
| 81,605 |
|
Sheep |
|
| 85,000 |
|
|
| 85,000 |
|
|
| 85,000 |
|
Land Reserves |
|
| 434,567 |
|
|
| 427,926 |
|
|
| 445,145 |
|
Own farmlands leased to third parties |
|
| 21,147 |
|
|
| 21,099 |
|
|
| 21,380 |
|
Total |
|
| 864,054 |
|
|
| 863,070 |
|
|
| 865,602 |
|
(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. |
Our Principal Business Activities
During the fiscal year ended June 30, 2026, we conducted our operations on 26 owned farms (includes Preferencia farm which was sold in June 2025), through subsidiaries, and/or through affiliates, and 127 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, 2026, 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:
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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) |
| ||
2014– 2016 |
|
| - |
|
|
| - |
|
2017 |
|
| 1 |
|
|
| 58,155 |
|
2018– 2019 |
|
| - |
|
|
| - |
|
2020 |
|
| 1 |
|
|
| 11,607 |
|
2021– 2022 |
|
| - |
|
|
| - |
|
2023 |
|
| 2 |
|
|
| 103,757 |
|
2024– 2026 |
|
| - |
|
|
| - |
|
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, the total amount of the transaction has been duly collected. 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 660 hectares was completed in May 2025. The payment amount for the third transfer was set at 54,053 soybean sacks, equivalent to BRL 7 million, and for the fourth transfer at 75,454 soybean sacks, equivalent to BRL 10 million, at the date of each transaction.
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 140 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 with maturities from October 31, 2026 to 2031. 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%.
On May 4, 2026, BrasilAgro announced that agreed, through its subsidiary Agropecuaria Morotí S.A., to sell a 921-hectare portion (501.5 productive hectares) of the Marangatu farm, located in Paraguay and acquired in 2013, for USD 1.5 million. As of June 30, 2026, 372 hectares had been recognized for approximately USD 0.6 million, with the remaining balance subject to the fulfillment of certain conditions. Following this transaction, BrasilAgro retains a remaining area of 57,800 hectares of the farm.
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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, 2026, we owned land reserves in the region extending over more than 319,194 hectares of our own farmlands that were purchased at very attractive prices. In addition, we have a concession of 105,686 hectares as reserved.
During this fiscal year, we added to our portfolio 1,660 productive hectares in the region, all of which are located in Paraguay through BrasilAgro.
Newly Developed Area |
| FY 2026 |
|
| FY 2025 |
| ||
|
| (hectares) |
| |||||
Argentina |
|
| — |
|
|
| 1,022 |
|
Brazil |
|
| — |
|
|
| 681 |
|
Paraguay |
|
| 1,660 |
|
|
| — |
|
Total |
|
| 1,660 |
|
|
| 1,703 |
|
Results
The following table shows the land transformation segment results for fiscal year 2026, compared to the preceding fiscal year:
|
|
|
|
|
|
| YoY var |
| ||||
|
| FY 2026 |
|
| FY 2025 |
|
| 2026 vs. 2025 |
| |||
|
| (in millions of ARS) |
|
| % |
| ||||||
Revenues |
|
| — |
|
|
| — |
|
|
| — |
|
Costs |
|
| (492 | ) |
|
| (520 | ) |
|
| (5.4 | ) |
Gross Loss |
|
| (492 | ) |
|
| (520 | ) |
|
| (5.4 | ) |
Net result for changes in fair value of investment properties |
|
| (5,504 | ) |
|
| 16,649 |
|
|
| (133.1 | ) |
Gain from disposition of farmlands |
|
| 633 |
|
|
| 56,079 |
|
|
| (98.9 | ) |
General and administrative expenses |
|
| (272 | ) |
|
| (115 | ) |
|
| 136.5 |
|
Selling expenses |
|
| (49 | ) |
|
| (2,073 | ) |
|
| (97.6 | ) |
Other operating results, net |
|
| (2,035 | ) |
|
| 4,670 |
|
|
| (143.6 | ) |
Profit from operations |
|
| (7,719 | ) |
|
| 74,690 |
|
|
| (110.3 | ) |
Segment profit |
|
| (7,719 | ) |
|
| 74,690 |
|
|
| (110.3 | ) |
Agricultural Production
Production
The following table shows, for the fiscal years indicated, our production volumes measured in tons:
Production Volume (1) |
| FY2026 |
|
| FY2025 |
|
| FY2024 |
| |||
Corn |
|
| 361,106 |
|
|
| 237,951 |
|
|
| 348,302 |
|
Soybean |
|
| 438,361 |
|
|
| 367,654 |
|
|
| 329,890 |
|
Wheat |
|
| 61,931 |
|
|
| 44,439 |
|
|
| 28,800 |
|
Sorghum |
|
| 2,216 |
|
|
| 1,425 |
|
|
| 11,965 |
|
Sunflower |
|
| 4,725 |
|
|
| 616 |
|
|
| 971 |
|
Cotton |
|
| 30,518 |
|
|
| 19,036 |
|
|
| 18,038 |
|
Other |
|
| 15,924 |
|
|
| 19,900 |
|
|
| 25,952 |
|
Total Crops (tons) |
|
| 914,781 |
|
|
| 691,021 |
|
|
| 763,918 |
|
Sugarcane (tons) |
|
| 1,188,870 |
|
|
| 1,840,588 |
|
|
| 1,488,530 |
|
Cattle (tons) |
|
| 12,065 |
|
|
| 11,572 |
|
|
| 9,982 |
|
(1) | Includes BrasilAgro. Agro-Uranga S.A. is not included. |
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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 three fiscal years:
2026 Season |
| Argentina |
|
| Brazil |
|
| Bolivia |
|
| Paraguay |
|
| Total |
| |||||
|
| (in tons) |
| |||||||||||||||||
Corn |
|
| 194,279 |
|
|
| 155,229 |
|
|
| — |
|
|
| 11,598 |
|
|
| 361,106 |
|
Soybean |
|
| 182,174 |
|
|
| 234,739 |
|
|
| 6,978 |
|
|
| 14,470 |
|
|
| 438,361 |
|
Wheat |
|
| 61,931 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 61,931 |
|
Sorghum |
|
| 2,216 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 2,216 |
|
Sunflower |
|
| 4,725 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 4,725 |
|
Cotton |
|
| 1,928 |
|
|
| 21,593 |
|
|
| — |
|
|
| 6,997 |
|
|
| 30,518 |
|
Other |
|
| 12,965 |
|
|
| 2,959 |
|
|
| — |
|
|
| — |
|
|
| 15,924 |
|
Total Crops and Other |
|
| 460,218 |
|
|
| 414,520 |
|
|
| 6,978 |
|
|
| 33,065 |
|
|
| 914,781 |
|
Sugarcane |
|
| — |
|
|
| 1,104,549 |
|
|
| 84,321 |
|
|
| — |
|
|
| 1,188,870 |
|
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 |
|
| 76 |
| Table of Contents |
Sales
Below is the total volume sold broken down into geographical areas, measured in thousands of tons:
|
| FY2026 |
|
| FY2025 |
|
| FY2024 |
| |||||||||||||||||||||||||||
Volumen of Sales (3) |
| DM (1) |
|
| FM (2) |
|
| Total |
|
| DM (1) |
|
| FM (2) |
|
| Total |
|
| DM (1) |
|
| FM (2) |
|
| Total |
| |||||||||
Corn |
|
| 223.1 |
|
|
| 66.5 |
|
|
| 289.6 |
|
|
| 195.0 |
|
|
| 26.7 |
|
|
| 221.7 |
|
|
| 241.4 |
|
|
| 110.1 |
|
|
| 351.5 |
|
Soybean |
|
| 165.0 |
|
|
| 176.3 |
|
|
| 341.3 |
|
|
| 138.5 |
|
|
| 148.6 |
|
|
| 287.1 |
|
|
| 150.2 |
|
|
| 119.9 |
|
|
| 270.1 |
|
Wheat |
|
| 50.2 |
|
|
| — |
|
|
| 50.2 |
|
|
| 28.4 |
|
|
| — |
|
|
| 28.4 |
|
|
| 31.1 |
|
|
| — |
|
|
| 31.1 |
|
Sorghum |
|
| 0.4 |
|
|
| — |
|
|
| 0.4 |
|
|
| 13.2 |
|
|
| — |
|
|
| 13.2 |
|
|
| 4.2 |
|
|
| — |
|
|
| 4.2 |
|
Sunflower |
|
| 3.8 |
|
|
| — |
|
|
| 3.8 |
|
|
| 0.6 |
|
|
| — |
|
|
| 0.6 |
|
|
| 3.5 |
|
|
| — |
|
|
| 3.5 |
|
Cotton |
|
| 20.3 |
|
|
| 5.5 |
|
|
| 25.8 |
|
|
| 13.5 |
|
|
| 5.8 |
|
|
| 19.3 |
|
|
| 15.1 |
|
|
| 3.6 |
|
|
| 18.7 |
|
Others |
|
| 8.0 |
|
|
| 1.2 |
|
|
| 9.2 |
|
|
| 13.3 |
|
|
| — |
|
|
| 13.3 |
|
|
| 18.2 |
|
|
| — |
|
|
| 18.2 |
|
Total Crops (thousands of tons) |
|
| 470.8 |
|
|
| 249.5 |
|
|
| 720.3 |
|
|
| 402.5 |
|
|
| 181.1 |
|
|
| 583.6 |
|
|
| 463.7 |
|
|
| 233.6 |
|
|
| 697.3 |
|
Sugarcane (thousands of tons) |
|
| 1,188.9 |
|
|
| — |
|
|
| 1,188.9 |
|
|
| 1,840.6 |
|
|
| — |
|
|
| 1,840.6 |
|
|
| 1,488.5 |
|
|
| — |
|
|
| 1,488.5 |
|
Cattle (thousands of tons) |
|
| 24.3 |
|
|
| — |
|
|
| 24.3 |
|
|
| 16.6 |
|
|
| — |
|
|
| 16.6 |
|
|
| 49.5 |
|
|
| — |
|
|
| 49.5 |
|
(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:
|
| 2026 (1) |
|
| 2025 (1) |
|
| 2024 (1) |
| |||
Own |
|
| 110,928 |
|
|
| 112,128 |
|
|
| 114,674 |
|
Under lease |
|
| 163,386 |
|
|
| 150,836 |
|
|
| 124,844 |
|
Under concession |
|
| 22,073 |
|
|
| 22,469 |
|
|
| 22,087 |
|
Leased to third parties |
|
| 21,134 |
|
|
| 18,204 |
|
|
| 21,380 |
|
Total |
|
| 317,521 |
|
|
| 303,637 |
|
|
| 282,985 |
|
(1) | Includes double crops, all farms in Argentina, Bolivia, Paraguay and Brazil, and Agro-Uranga (Associated – 34.86%). |
|
| Season |
|
|
| |||||||
Stock of crops |
| 2026 |
|
| 2025 |
|
| Variation |
| |||
|
| (in tons) |
|
| % |
| ||||||
Corn |
|
| 85,690 |
|
|
| 47,960 |
|
|
| 78.7 |
|
Soybean |
|
| 218,061 |
|
|
| 160,867 |
|
|
| 35.6 |
|
Sunflower |
|
| 1,861 |
|
|
| 941 |
|
|
| 97.8 |
|
Sorghum |
|
| 1,807 |
|
|
| 801 |
|
|
| 125.6 |
|
Wheat |
|
| 26,518 |
|
|
| 15,775 |
|
|
| 68.1 |
|
Cotton |
|
| 735 |
|
|
| 4,059 |
|
|
| (81.9 | ) |
Beans |
|
| 3,382 |
|
|
| 7,681 |
|
|
| (56.0 | ) |
Other |
|
| 9,843 |
|
|
| 6,381 |
|
|
| 54.3 |
|
Total |
|
| 347,897 |
|
|
| 244,465 |
|
|
| 42.3 |
|
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.
| 77 |
| Table of Contents |
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, 2026, our holding in AgroUranga was 34.86%. This company optimizes production processes with special emphasis in soil conservation, the application of rational techniques and care of the environment.
As of the date of this Annual Report, with the assistance of its foreign trade team AgroUranga 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.
During the fiscal year 2026, we leased to third parties a total of 127 farms, covering 150,070 hectares, including 73,035 hectares through BrasilAgro. Out of the total leased area 129,488 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:
|
| 2026 |
|
| 2025 |
|
| 2024 |
| |||
Crops |
|
| 129,488 |
|
|
| 118,638 |
|
|
| 100,612 |
|
Cattle |
|
| 10,896 |
|
|
| 10,896 |
|
|
| 11,596 |
|
| 78 |
| Table of Contents |
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 2026 for Crops and Sugarcane activities, compared to the preceding fiscal year:
Crops
|
| FY 2026 |
|
| FY 2025 |
|
| YoY var 2026 vs. 2025 |
| |||
|
| (in millions of ARS) |
|
| % |
| ||||||
Revenues |
|
| 321,661 |
|
|
| 263,140 |
|
|
| 22.2 |
|
Costs |
|
| (294,071 | ) |
|
| (230,286 | ) |
|
| 27.7 |
|
Initial recognition and changes in the fair value of biological assets and agricultural produce |
|
| 557 |
|
|
| 1,553 |
|
|
| (64.1 | ) |
Changes in the net realizable value of agricultural produce |
|
| 19,054 |
|
|
| 6,260 |
|
|
| 204.4 |
|
Gross profit |
|
| 47,201 |
|
|
| 40,667 |
|
|
| 16.1 |
|
General and administrative expenses |
|
| (23,331 | ) |
|
| (21,559 | ) |
|
| 8.2 |
|
Selling expenses |
|
| (47,018 | ) |
|
| (40,408 | ) |
|
| 16.4 |
|
Other operating results, net |
|
| (5,125 | ) |
|
| 13,830 |
|
|
| (137.1 | ) |
(Loss)/Profit from operations |
|
| (28,273 | ) |
|
| (7,470 | ) |
|
| 278.5 |
|
Share of profit of associates and joint ventures |
|
| 1,048 |
|
|
| 485 |
|
|
| 116.1 |
|
(Loss)/Profit from Activity |
|
| (27,225 | ) |
|
| (6,985 | ) |
|
| 289.8 |
|
Sugarcane
|
| FY 2026 |
|
| FY 2025 |
|
| YoY var 2026 vs. 2025 |
| |||
|
| (in millions of ARS) |
|
| % |
| ||||||
Revenues |
|
| 62,753 |
|
|
| 96,128 |
|
|
| (34.7 | ) |
Costs |
|
| (50,129 | ) |
|
| (84,183 | ) |
|
| (40.5 | ) |
Initial recognition and changes in the fair value of biological assets and agricultural produce |
|
| (7,656 | ) |
|
| 11,651 |
|
|
| (165.7 | ) |
Gross profit |
|
| 4,968 |
|
|
| 23,596 |
|
|
| (78.9 | ) |
General and administrative expenses |
|
| (5,648 | ) |
|
| (5,096 | ) |
|
| 10.8 |
|
Selling expenses |
|
| (4,070 | ) |
|
| (2,739 | ) |
|
| 48.6 |
|
Other operating results, net |
|
| (1,332 | ) |
|
| (3,833 | ) |
|
| (65.2 | ) |
Profit from operations |
|
| (6,082 | ) |
|
| 11,928 |
|
|
| (151.0 | ) |
Profit from Activity |
|
| (6,082 | ) |
|
| 11,928 |
|
|
| (151.0 | ) |
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 2026, our cattle aggregated 73,374 heads, and we had a total surface area of 73,162 hectares of own and leased lands devoted to this business activity.
| 79 |
| Table of Contents |
During the fiscal year ended June 30, 2026, our production was 12,065 tons, an 4.3% year-on-year increase. The following table sets forth, for the fiscal years indicated below, the cattle production volumes measured in tons:
|
| 2026 |
|
| 2025 |
|
| 2024 |
| |||
Cattle production(1) |
|
| 12,065 |
|
|
| 11,572 |
|
|
| 9,982 |
|
(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.
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.
| 80 |
| Table of Contents |
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:
|
| 2026 |
|
| 2025 |
|
| 2024 |
| |||
Breeding stock |
|
| 54,359 |
|
|
| 56,934 |
|
|
| 62,947 |
|
Winter grazing stock |
|
| 19,015 |
|
|
| 20,850 |
|
|
| 12,525 |
|
Total Stock (heads) |
|
| 73,374 |
|
|
| 77,784 |
|
|
| 75,472 |
|
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 2026, compared to the preceding fiscal years:
|
| FY 2026 |
|
| FY 2025 |
|
| YoY var 2026 vs. 2025 |
| |||
|
| (In millions of ARS) |
|
| % |
| ||||||
Revenues |
|
| 109,216 |
|
|
| 59,724 |
|
|
| 82.9 |
|
Costs |
|
| (97,066 | ) |
|
| (49,946 | ) |
|
| 94.3 |
|
Initial recognition and changes in the fair value of biological assets and agricultural produce |
|
| 2,635 |
|
|
| 10,454 |
|
|
| (74.8 | ) |
Changes in the net realizable value of agricultural produce after harvest |
|
| 59 |
|
|
| (61 | ) |
|
| — |
|
Gross profit/(loss) |
|
| 14,844 |
|
|
| 20,171 |
|
|
| (26.4 | ) |
General and administrative expenses |
|
| (3,001 | ) |
|
| (3,352 | ) |
|
| (10.5 | ) |
Selling expenses |
|
| (4,184 | ) |
|
| (3,827 | ) |
|
| 9.3 |
|
Other operating results, net |
|
| (1,191 | ) |
|
| (1,587 | ) |
|
| (25.0 | ) |
Profit/(loss) from operations |
|
| 6,468 |
|
|
| 11,405 |
|
|
| (43.3 | ) |
Profit from Joint Ventures |
|
| 13 |
|
|
| 7 |
|
|
| 85.7 |
|
Activity profit/(loss) |
|
| 6,481 |
|
|
| 11,412 |
|
|
| (43.2 | ) |
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.
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.
| 81 |
| Table of Contents |
Results
The following table shows Leases and Agriculture Services’s results for fiscal year 2026, compared to the preceding fiscal years:
| FY 2026 | FY 2025 | YoY var 2026 vs. 2025 |
| (In millions of ARS) | % | |
Revenues | 14,941 | 17,676 | (15.5) |
Costs | (5,131) | (10,106) | (49.2) |
Gross profit | 9,810 | 7,570 | 29.6 |
General and administrative expenses | (670) | (1,054) | (36.4) |
Selling expenses | (682) | (682) | 0.0 |
Other operating results, net | (112) | (415) | (73.0) |
Profit from operations | 8,346 | 5,419 | 54.0 |
Activity profit | 8,346 | 5,419 | 54.0 |
Others
We include within “Others” the results coming from our investment in FyO.
Results
The following table shows Others activities’ results for fiscal year 2026, compared to preceding fiscal year:
|
| FY 2026 |
|
| FY 2025 |
|
| YoY var 2026 vs. 2025 |
| |||
|
| (In millions of ARS) |
|
| % |
| ||||||
Revenues |
|
| 218,915 |
|
|
| 161,981 |
|
|
| 35.1 |
|
Costs |
|
| (155,171 | ) |
|
| (141,472 | ) |
|
| 9.7 |
|
Gross profit |
|
| 63,744 |
|
|
| 20,509 |
|
|
| 210.8 |
|
General and administrative expenses |
|
| (17,867 | ) |
|
| (17,620 | ) |
|
| 1.4 |
|
Selling expenses |
|
| (32,502 | ) |
|
| (29,364 | ) |
|
| 10.7 |
|
Other operating results, net |
|
| 4,220 |
|
|
| 3,301 |
|
|
| 27.8 |
|
(Loss)/Profit from operations |
|
| 17,595 |
|
|
| (23,174 | ) |
|
| - |
|
Profit from associates |
|
| (749 | ) |
|
| (1,872 | ) |
|
| (60.0 | ) |
Segment (Loss)/Profit |
|
| 16,846 |
|
|
| (25,046 | ) |
|
| - |
|
Corporate
This segment includes, principally, the corporative expenses related to the agricultural business.
Results
The following table shows the “Corporate” segment’s results for fiscal year 2026, compared to preceding fiscal years:
| FY 2026 | FY 2025 | YoY var 2026 vs. 2025 |
| (In millions of ARS) | % | |
Revenues | — | — | — |
Costs | — | — | — |
Gross profit | — | — | — |
General and administrative expenses | (5,776) | (7,913) | (27.0) |
Loss from operations | (5,776) | (7,913) | (27.0) |
Segment loss | (5,776) | (7,913) | (27.0) |
| 82 |
| Table of Contents |
Futuros y Opciones.Com S.A. (FyO)
FyO is an Argentine company, leader in the agricultural business since more than 26 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, 2026, our interest in FyO was 51.2%.
FyO owns 96.37% of 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, 2026, FyO interests in FYOFOODS S.A.U. was 100%.
Additionally, in June 2025, AMAUTA 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.
During the fiscal year ended June 30, 2026, Agrofy focused on optimizing its business units and streamlining its cost structure, within a challenging macroeconomic environment in the region. Agrofy maintained its focus on the business lines with the highest profitability and scalability potential.
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1. Farmland Portfolio
As of June 30, 2026, we owned, together with our subsidiaries, 26 farms, with a total surface area of 581,983 hectares.
The following table sets forth our farm portfolio as of June 30, 2026:
|
| Potential use of farms owned and under concession as of June 30, 2026 |
| |||||||||||||||||||||||||
|
| 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 |
|
| 30,488 |
|
|
|
|
|
| 22,455 |
|
|
| 43,334 |
| |
San Nicolás (1) |
| Rosario |
| Santa Fe |
| May ‘97 |
|
| 1,396 |
|
| Agriculture |
|
|
|
|
|
|
|
|
| 1,008 |
|
|
|
|
| |
Las Playas (1) |
| Idiazabal |
| Córdoba |
| May ‘97 |
|
| 1,497 |
|
| Agriculture |
|
|
|
|
|
|
|
|
| 1,404 |
|
|
|
|
| |
La Gramilla/ Santa Bárbara |
| Merlo |
| San Luis |
| Nov ‘97 |
|
| 7,072 |
|
| Agriculture Under irrigation |
|
|
|
|
|
|
|
|
| 4,973 |
|
|
|
|
| |
La Suiza |
| Villa Angela |
| Chaco |
| Jun ‘98 |
|
| 26,371 |
|
| Agriculture / Cattle |
|
| 18,100 |
|
|
|
|
|
| 811 |
|
|
| 7,980 |
| |
El Tigre |
| Trenel |
| La Pampa |
| Apr ‘03 |
|
| 7,860 |
|
| Agriculture |
|
| 449 |
|
|
|
|
|
| 6,207 |
|
|
| 7,573 |
| |
San Pedro |
| Concepción de Uruguay |
| Entre Rios |
| Sep ‘05 |
|
| 3,584 |
|
| Agriculture |
|
| 1,405 |
|
|
|
|
|
| 1,845 |
|
|
| 603 |
| |
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 |
|
| 8,886 |
|
| Agriculture |
|
|
|
|
|
|
|
|
|
| 6,729 |
|
|
|
|
|
Alto Taquari |
| Alto Taquari/MT |
| Brazil |
| Aug ‘07 |
|
| 1,373 |
|
| Agriculture |
|
|
|
|
|
|
|
|
|
| 551 |
|
|
|
|
|
Chaparral |
| Correntina/BA |
| Brazil |
| Nov ‘07 |
|
| 24,841 |
|
| Agriculture |
|
|
|
|
|
|
|
|
|
| 15,522 |
|
|
|
|
|
Nova Buriti |
| Januária/MG |
| Brazil |
| Dec ‘07 |
|
| 24,212 |
|
| Forestry |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
São José |
| São Raimundo das Mangabeiras/MA |
| Brazil |
| Feb ‘17 |
|
| 17,566 |
|
| Agriculture |
|
|
|
|
|
|
|
|
|
| 10,451 |
|
|
|
|
|
Arrojadinho |
| Jaborandi/BA |
| Brazil |
| Jan ‘20 |
|
| 16,644 |
|
| Agriculture |
|
| 2,683 |
|
|
|
|
|
|
| 6,171 |
|
|
| 4,110 |
|
Rio do Meio |
| Correntina/BA |
| Brazil |
| Jan ‘20 |
|
| 9,845 |
|
| Agriculture |
|
|
|
|
|
|
|
|
|
| 6,537 |
|
|
|
|
|
Serra Grande |
| Baixa Grande do Ribeiro/PI |
| Brazil |
| Apr ‘20 |
|
| 4,489 |
|
| Agriculture |
|
|
|
|
|
|
|
|
|
| 2,954 |
|
|
|
|
|
Panamby |
| Querencia/MT |
| Brazil |
| Sep ‘22 |
|
| 10,793 |
|
| Agriculture |
|
|
|
|
|
|
|
|
|
| 5,589 |
|
|
| 1,562 |
|
Marangatu/Udra |
| Mariscal Estigarribia |
| Paraguay |
| Feb ‘09 |
|
| 58,523 |
|
| Agriculture / Natural woodlands |
|
| 4,904 |
|
|
|
|
|
|
| 14,268 |
|
|
| 7,174 |
|
Las Londras |
| Santa Cruz |
| Bolivia |
| Nov ‘08 |
|
| 4,530 |
|
| Agriculture |
|
|
|
|
|
|
|
|
|
| 4,102 |
|
|
|
|
|
San Rafael |
| Santa Cruz |
| Bolivia |
| Nov ‘08 |
|
| 3,059 |
|
| Agriculture |
|
|
|
|
|
|
|
|
|
| 2,814 |
|
|
|
|
|
La Primavera |
| Santa Cruz |
| Bolivia |
| Jun ‘11 |
|
| 2,286 |
|
| Agriculture |
|
|
|
|
|
|
|
|
|
| 1,860 |
|
|
|
|
|
Subtotal Owned |
|
|
|
|
|
|
|
| 581,983 |
|
|
|
|
| 58,130 |
|
|
| 85,000 |
|
|
| 117,451 |
|
|
| 72,336 |
|
Agropecuaria Anta SA |
| Las Lajitas |
| Salta |
|
|
|
| 132,000 |
|
|
|
|
| 2,876 |
|
|
| — |
|
|
| 22,073 |
|
|
| — |
|
Subtotal Under Concession |
|
|
|
|
|
|
|
| 132,000 |
|
|
|
|
| 2,876 |
|
|
| — |
|
|
| 22,073 |
|
|
| — |
|
Total |
|
|
|
|
|
|
|
| 713,983 |
|
|
|
|
| 61,006 |
|
|
| 85,000 |
|
|
| 139,524 |
|
|
| 72,336 |
|
(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, 2026, we used 27,359 hectares in agricultural production, 1,281 hectares were leased to third parties, and there were 43,334 heads of cattle in this 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, 2026, 5,754 hectares were planted for agricultural production, including double crops. 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, 2026, the farm had a sown surface area, including double crops, of 6,120 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 2025/2026 crop season, a total of 7,563 hectares were sown, including double crops. The remaining hectares were allocated to land reserves.
La Suiza
“La Suiza” farm has 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, 2026, “La Suiza” had a stock of approximately 7,980 heads of cattle. During the 2025/2026 season, we used 811 hectares for agricultural production and 18,100 for livestock production.
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, 2026, 7,846 hectares were assigned to crop production, including double crops.
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San Pedro
“San Pedro” farm was purchased on September 1, 2005. It has a surface area of 3,584 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 2025/2026 crop season, 2,532 hectares were used for agricultural production, including double crops. As of June 30, 2026, there were 603 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. Recently, an irrigation project was initiated that will allow us to incorporate more than 400 hectares into the production of intensive crops. Different alternatives are currently being evaluated, including nuts, grapes and potatoes.
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 2025/2026 crop season, 1,660 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.
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.
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Brazil (through our subsidiary BrasilAgro)
Jatobá
Jatobá is a farm in the northeastern region of Brazil, with a total surface area of 8,886 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 2025/2026 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 24,841-hectare farm, with 15,522 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. The property is located in southeastern Brazil.
São José
Located in São Raimundo das Mangabeiras, in the state of Maranhão. With a total area of 17,566 hectares, of which 11,451 hectares used to agricultural activities. It was acquired in February 2017.
Arrojadinho
Located in Jaborandi, in the state of Bahia. With a total area of 16,644 hectares, of which 7,831 hectares were used for agriculture, including double crops, and 2,683 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 9,845 hectares, of which 6,606 hectares are used for agricultural activities. It was acquired in January 2020. During the fiscal year ended June 30, 2026, 4,092 hectares were reincorporated into the portfolio as a result of the rescission of the sale agreement entered into in 2022. In September 2026, BrasilAgro sold 2,593 hectares, of which 1,753 hectares are arable, for a nominal amount of BRL 96.4 million.
Serra Grande
Located in Baixa Grande do Ribeiro, in the state of Piauí. With a total area of 4,489 hectares, of which 2,676 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 10,793 hectares, 5,589 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 58,523 hectares, 11,471 hectares of which are agricultural hectares and 4,904 for livestock activities.
Bolivia (through BrasilAgro)
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 4,530 hectares and is located in the Province of Guarayos, Republic of Bolivia. During the 2025/2026 season, this farm was used for agricultural production.
Acres del Sud is the plaintiff in a lawsuit in the 2nd Room of the Agro-Environmental Court of Santa Cruz seeking the annulment of the Sanitation Final Resolution – RA-SS No. 0504/2021 of November 25, 2021, by which the Instituto Nacional de Reforma Agraria (“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) classified such area 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 – RA-SS 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 – RA-SS No. 0504/2021 of November 25, 2021, back to the Conclusions Report (Informe en Conclusiones), and ordered the Ministry of Environment and Water (Ministerio de Medio Ambiente y Agua) and the Ministry of Rural Development and Lands (Ministerio de Desarrollo Rural y Tierras) 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 3,059 hectares, which were used for agricultural production during the 2025/2026 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 2,286 hectares. During the 2025/2026 season, this farm was used for agricultural production.
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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.
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 2026, 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, ACA, Quilmes, COFCO, Grobocopatel, Arcor, Amaggi y Boormalt. 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.
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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 entered into on A3 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 Frigorífico Rioplatense S.A.I.C.I.F. 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.
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.
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Urban Properties and Investments Business (through our subsidiary IRSA)
As of June 30, 2026, our investment in IRSA’s common shares amounts to 55.14%.
The following information corresponds to data of the segments extracted from our subsidiary IRSA’s Annual Report and Financial Statements as of June 30, 2026.
Overview
Shopping Malls
As of June 30, 2026, IRSA owned a majority interest in, and operated a portfolio of 18 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), four of which are located in the Greater Buenos Aires area (Alto Avellaneda, Soleil Premium Outlet, Terrazas de Mayo and Oeste Outlet (which is currently not operating as it is undergoing refurbishment and is expected to resume operations during the fiscal year ended June 30, 2027)), 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), Alto Comahue in the City of Neuquén and the recently acquired Los Gallegos in the City of Mar del Plata, Province of Buenos Aires.
As of June 30, 2026, IRSA portfolio’s leasable area totaled 410,356 sqm of GLA (excluding certain spaces occupied by hypermarkets, which are not our tenants). Real tenants’ sales of our shopping centers reached ARS 3,739,833 million in the fiscal year 2026, 8.6% lower than 2025, and ARS 4,090,433 million in the fiscal year 2025. The tenants’ sales of IRSA’s shopping centers are relevant to IRSA’s income and profitability because they are one of the factors that determine the amount of rent that IRSA can collect from them. They also affect the overall occupancy costs of tenants as a percentage of their sales.
The following table shows certain information about IRSA’s shopping malls as of June 30, 2026:
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 |
|
| 21,111 |
|
|
| 134 |
|
|
| 96.6 |
|
|
| 100 |
|
|
| 50,968 |
|
Abasto Shopping (4) |
| Nov‑99 |
| City of Buenos Aires |
|
| 39,428 |
|
|
| 149 |
|
|
| 95.1 |
|
|
| 100 |
|
|
| 47,221 |
|
Alto Avellaneda |
| Dec‑97 |
| Buenos Aires Province |
|
| 42,261 |
|
|
| 121 |
|
|
| 99.1 |
|
|
| 100 |
|
|
| 37,042 |
|
Alcorta Shopping |
| Jun‑97 |
| City of Buenos Aires |
|
| 16,048 |
|
|
| 104 |
|
|
| 100.0 |
|
|
| 100 |
|
|
| 31,838 |
|
Patio Bullrich |
| Oct‑98 |
| City of Buenos Aires |
|
| 11,472 |
|
|
| 89 |
|
|
| 91.8 |
|
|
| 100 |
|
|
| 15,237 |
|
Dot Baires Shopping |
| May‑09 |
| City of Buenos Aires |
|
| 47,329 |
|
|
| 157 |
|
|
| 97.5 |
|
|
| 80 |
|
|
| 40,942 |
|
Soleil Premium Outlet |
| Jul‑10 |
| Buenos Aires Province |
|
| 15,477 |
|
|
| 71 |
|
|
| 99.5 |
|
|
| 100 |
|
|
| 16,886 |
|
Distrito Arcos |
| Dec‑14 |
| City of Buenos Aires |
|
| 14,194 |
|
|
| 62 |
|
|
| 100.0 |
|
|
| 90.0 |
|
|
| 24,179 |
|
Terrazas de Mayo |
| Dec-24 |
| Buenos Aires Province |
|
| 33,717 |
|
|
| 79 |
|
|
| 95.5 |
|
|
| 100 |
|
|
| 10,152 |
|
Oeste Outlet (5) |
| Sep-25 |
| Buenos Aires Province |
|
| 23,800 |
|
|
| — |
|
|
| — |
|
|
| 100 |
|
|
| — |
|
Alto Noa Shopping |
| Mar‑95 |
| Salta |
|
| 19,614 |
|
|
| 89 |
|
|
| 88.9 |
|
|
| 100 |
|
|
| 10,271 |
|
Alto Rosario Shopping |
| Nov‑04 |
| Santa Fe |
|
| 35,016 |
|
|
| 130 |
|
|
| 99.1 |
|
|
| 100 |
|
|
| 35,484 |
|
Mendoza Plaza Shopping |
| Dec‑94 |
| Mendoza |
|
| 41,637 |
|
|
| 116 |
|
|
| 98.8 |
|
|
| 100 |
|
|
| 16,803 |
|
Córdoba Shopping |
| Dec‑06 |
| Córdoba |
|
| 15,424 |
|
|
| 98 |
|
|
| 98.0 |
|
|
| 100 |
|
|
| 11,624 |
|
La Ribera Shopping |
| Aug‑11 |
| Santa Fe |
|
| 11,503 |
|
|
| 67 |
|
|
| 90.5 |
|
|
| 50 |
|
|
| 3,478 |
|
Alto Comahue |
| Mar‑15 |
| Neuquén |
|
| 11,925 |
|
|
| 83 |
|
|
| 99.0 |
|
|
| 99.95 |
|
|
| 12,369 |
|
Los Gallegos (6) |
| Jun-26 |
| Buenos Aires Province |
|
| 10,400 |
|
|
| — |
|
|
| — |
|
|
| 100 |
|
|
| — |
|
Patio Olmos (7) |
| Sep‑07 |
| Córdoba |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 100 |
|
|
| — |
|
Total |
|
|
|
|
|
| 410,356 |
|
|
| 1,549 |
|
|
| 97.0 |
|
|
|
|
|
|
| 364,494 |
|
(1) | Corresponds to GLA at each property. Excludes common areas and parking spaces. |
(2) | Calculated dividing occupied square meters by leasable area as of the last day of the fiscal year. |
(3) | Company’s effective ownership interest in each of its business units. |
(4) | Excludes Museo de los Niños which represents 3,732 square meters in Abasto. |
(5) | Oeste Outlet is currently not operating as it is undergoing refurbishment. |
(6) | Los Gallegos was acquired on June 9, 2026. Operating information will be reported beginning in the first quarter of the fiscal year ended June 30, 2027. |
(7) | IRSA owns the historic building housing the Patio Olmos shopping center in the Province of Córdoba, which is operated by a third party. |
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| Table of Contents |
Tenant retail sales
During the fiscal year 2026, the sales of IRSA’s shopping malls tenants reached ARS 3,739,833 million, decreasing by 8.6% compared to the previous fiscal year.
Tenants’ sales of shopping malls located in the City of Buenos Aires and Greater Buenos Aires decreased a 7.8% compared to previous fiscal year, from ARS 2,860,931 million to ARS 2,639,180 million during the fiscal year 2026, while those in the interior of the country decreased by 10.5% compared to previous fiscal year, from ARS 1,229,502 million to ARS 1,100,653 million during the fiscal year 2026.
The information presented below does not include: (i) “Oeste Outlet,” which is currently not operating as it is undergoing refurbishment, and (ii) “Los Gallegos,” which IRSA acquired in June 2026 and whose operating information will be reported beginning in the first quarter of the fiscal year ended June 30, 2027.
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) |
| |||||||||
|
| 2026 |
|
| 2025 |
|
| 2024 |
| |||
|
| (in millions of ARS) |
| |||||||||
Alto Palermo |
|
| 429,093 |
|
|
| 473,731 |
|
|
| 546,540 |
|
Abasto Shopping |
|
| 423,585 |
|
|
| 533,392 |
|
|
| 570,294 |
|
Alto Avellaneda |
|
| 398,249 |
|
|
| 458,766 |
|
|
| 434,678 |
|
Alcorta Shopping |
|
| 264,488 |
|
|
| 276,670 |
|
|
| 316,711 |
|
Patio Bullrich |
|
| 130,558 |
|
|
| 142,903 |
|
|
| 175,252 |
|
Dot Baires Shopping |
|
| 402,362 |
|
|
| 369,204 |
|
|
| 355,587 |
|
Soleil Premium Outlet |
|
| 207,582 |
|
|
| 258,610 |
|
|
| 261,995 |
|
Distrito Arcos |
|
| 252,235 |
|
|
| 279,773 |
|
|
| 327,465 |
|
Terrazas de Mayo |
|
| 131,028 |
|
|
| 67,882 |
|
|
| — |
|
Alto Noa Shopping |
|
| 119,176 |
|
|
| 151,351 |
|
|
| 168,077 |
|
Alto Rosario Shopping |
|
| 407,254 |
|
|
| 452,280 |
|
|
| 440,861 |
|
Mendoza Plaza Shopping |
|
| 225,953 |
|
|
| 258,450 |
|
|
| 257,517 |
|
Córdoba Shopping |
|
| 112,848 |
|
|
| 135,207 |
|
|
| 141,270 |
|
La Ribera Shopping (2) |
|
| 75,126 |
|
|
| 68,682 |
|
|
| 68,496 |
|
Alto Comahue |
|
| 160,296 |
|
|
| 163,532 |
|
|
| 144,356 |
|
Total |
|
| 3,739,833 |
|
|
| 4,090,433 |
|
|
| 4,209,099 |
|
(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. Does not include: (i) Oeste Outlet (which is currently not operating as it is undergoing refurbishment), and (ii) the recently acquired Los Gallegos. |
(2) | Owned by Nuevo Puerto Santa Fe S.A., in which IRSA is a joint venture partner with a 50% ownership stake. |
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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) |
| |||||||||
|
| 2026 |
|
| 2025 |
|
| 2024 |
| |||
|
| (in millions of ARS) |
| |||||||||
Clothes and footwear |
|
| 1,958,536 |
|
|
| 2,238,777 |
|
|
| 2,437,778 |
|
Entertainment |
|
| 123,431 |
|
|
| 120,077 |
|
|
| 111,924 |
|
Home and decoration |
|
| 139,834 |
|
|
| 106,859 |
|
|
| 102,371 |
|
Restaurants |
|
| 508,896 |
|
|
| 495,549 |
|
|
| 487,371 |
|
Miscellaneous |
|
| 512,403 |
|
|
| 553,950 |
|
|
| 543,278 |
|
Services |
|
| 104,846 |
|
|
| 102,485 |
|
|
| 95,847 |
|
Home Appliances |
|
| 372,851 |
|
|
| 457,054 |
|
|
| 429,047 |
|
Department Store (2) |
|
| 19,036 |
|
|
| 15,682 |
|
|
| 1,483 |
|
Total |
|
| 3,739,833 |
|
|
| 4,090,433 |
|
|
| 4,209,099 |
|
(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. Does not include: (i) Oeste Outlet (which is currently not operating as it is undergoing refurbishment), and (ii) the recently acquired Los Gallegos. |
(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,(1) |
| |||||||||
|
| 2026 |
|
| 2025 |
|
| 2024 |
| |||
|
| (%) |
| |||||||||
Alto Palermo |
|
| 96.6 |
|
|
| 98.9 |
|
|
| 99.4 |
|
Abasto Shopping |
|
| 95.1 |
|
|
| 98.9 |
|
|
| 99.5 |
|
Alto Avellaneda |
|
| 99.1 |
|
|
| 93.0 |
|
|
| 93.7 |
|
Alcorta Shopping |
|
| 100.0 |
|
|
| 98.4 |
|
|
| 99.9 |
|
Patio Bullrich |
|
| 91.8 |
|
|
| 91.0 |
|
|
| 91.2 |
|
Dot Baires Shopping |
|
| 97.5 |
|
|
| 99.3 |
|
|
| 99.3 |
|
Soleil Premium Outlet |
|
| 99.5 |
|
|
| 100.0 |
|
|
| 100.0 |
|
Distrito Arcos |
|
| 100.0 |
|
|
| 100.0 |
|
|
| 100.0 |
|
Terrazas de Mayo |
|
| 95.5 |
|
|
| 88.6 |
|
|
| — |
|
Alto Noa Shopping |
|
| 88.9 |
|
|
| 96.4 |
|
|
| 99.4 |
|
Alto Rosario Shopping |
|
| 99.1 |
|
|
| 100.0 |
|
|
| 93.7 |
|
Mendoza Plaza Shopping |
|
| 98.8 |
|
|
| 97.8 |
|
|
| 98.6 |
|
Córdoba Shopping Villa Cabrera |
|
| 98.0 |
|
|
| 99.3 |
|
|
| 99.5 |
|
La Ribera Shopping |
|
| 90.5 |
|
|
| 92.0 |
|
|
| 91.7 |
|
Alto Comahue |
|
| 99.0 |
|
|
| 99.1 |
|
|
| 99.4 |
|
Total |
|
| 97.0 |
|
|
| 97.7 | (1) |
|
| 97.6 |
|
(1) | Does not include: (i) Oeste Outlet (currently undergoing refurbishment and not operational), and (ii) the recently acquired Los Gallegos. |
(2) | Excluding Terrazas de Mayo. |
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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) |
| |||||||||
|
| 2026 |
|
| 2025 |
|
| 2024 |
| |||
|
| (in ARS) |
| |||||||||
Alto Palermo |
|
| 1,674,198 |
|
|
| 1,758,137 |
|
|
| 1,826,451 |
|
Abasto Shopping |
|
| 841,686 |
|
|
| 985,055 |
|
|
| 985,518 |
|
Alto Avellaneda |
|
| 686,259 |
|
|
| 776,373 |
|
|
| 692,560 |
|
Alcorta Shopping |
|
| 1,347,832 |
|
|
| 1,367,084 |
|
|
| 1,384,439 |
|
Patio Bullrich |
|
| 907,775 |
|
|
| 931,877 |
|
|
| 1,033,658 |
|
Dot Baires Shopping |
|
| 552,093 |
|
|
| 501,553 |
|
|
| 446,307 |
|
Soleil Premium Outlet |
|
| 878,529 |
|
|
| 964,904 |
|
|
| 922,944 |
|
Distrito Arcos |
|
| 1,220,657 |
|
|
| 1,259,319 |
|
|
| 1,351,396 |
|
Terrazas de Mayo |
|
| 228,816 |
|
|
| 102,232 |
|
|
| — |
|
Alto Noa Shopping |
|
| 394,718 |
|
|
| 449,077 |
|
|
| 449,787 |
|
Alto Rosario Shopping |
|
| 802,519 |
|
|
| 819,032 |
|
|
| 775,954 |
|
Mendoza Plaza Shopping |
|
| 331,412 |
|
|
| 333,555 |
|
|
| 298,995 |
|
Córdoba Shopping Villa Cabrera |
|
| 598,548 |
|
|
| 631,537 |
|
|
| 602,752 |
|
La Ribera Shopping |
|
| 242,111 |
|
|
| 245,697 |
|
|
| 229,605 |
|
Alto Comahue |
|
| 866,834 |
|
|
| 868,979 |
|
|
| 738,182 |
|
(1) | Corresponds to consolidated annual accumulated rental prices divided by gross leasable square meters. Does not include revenue from Oeste Outlet, Los Gallegos and Patio Olmos. |
Revenues from the Shopping Malls segment
When analyzing the composition of the income of the shopping malls segment between 2026 and 2025, we can observe an increase in rental income, which represented approximately 60% of the segment’s income, while percentage rent, which depends on the sales of IRSA’s tenants, represented approximately 13% 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, |
| |||||||||
|
| 2026 |
|
| 2025 |
|
| 2024 |
| |||
|
| (in millions of ARS) |
| |||||||||
Base rent |
|
| 219,023 |
|
|
| 200,610 |
|
|
| 143,816 |
|
Percentage rent |
|
| 47,324 |
|
|
| 70,778 |
|
|
| 115,986 |
|
Total rent |
|
| 266,347 |
|
|
| 271,388 |
|
|
| 259,802 |
|
Non-traditional advertising |
|
| 19,234 |
|
|
| 15,060 |
|
|
| 11,269 |
|
Revenue from admission rights |
|
| 36,915 |
|
|
| 35,986 |
|
|
| 32,295 |
|
Fees |
|
| 3,361 |
|
|
| 3,321 |
|
|
| 2,970 |
|
Parking |
|
| 23,571 |
|
|
| 19,805 |
|
|
| 15,578 |
|
Commissions |
|
| 14,806 |
|
|
| 13,180 |
|
|
| 10,490 |
|
Other |
|
| 260 |
|
|
| 310 |
|
|
| 366 |
|
Subtotal |
|
| 364,494 |
|
|
| 359,050 |
|
|
| 332,770 |
|
Other revenues (1) |
|
| 4,328 |
|
|
| 2,238 |
|
|
| 1,722 |
|
Adjustments and eliminations. |
|
| — |
|
|
| — |
|
|
| — |
|
Total |
|
| 368,822 |
|
|
| 361,288 |
|
|
| 334,492 |
|
(1) | As of June 30, 2026, includes ARS 360.9 million from Patio Olmos, ARS 340.2 million from BAF sponsorship production revenues, ARS 2,746.6 million from Re! Outlet stand revenues, ARS 553.3 million from Palermo Off revenues, and commission revenues of ARS 11.7 million from Los Gallegos and ARS 314.8 million from Oeste Outlet. |
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| 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) |
| |||||||||
|
| 2026 |
|
| 2025 |
|
| 2024 |
| |||
|
| (in millions of ARS) |
| |||||||||
Alto Palermo |
|
| 50,968 |
|
|
| 51,725 |
|
|
| 51,145 |
|
Abasto Shopping |
|
| 47,221 |
|
|
| 50,553 |
|
|
| 48,506 |
|
Alto Avellaneda |
|
| 37,042 |
|
|
| 37,660 |
|
|
| 33,013 |
|
Alcorta Shopping |
|
| 31,838 |
|
|
| 31,403 |
|
|
| 30,751 |
|
Patio Bullrich |
|
| 15,237 |
|
|
| 15,710 |
|
|
| 16,033 |
|
Dot Baires Shopping |
|
| 40,942 |
|
|
| 35,588 |
|
|
| 29,862 |
|
Soleil Premium Outlet |
|
| 16,886 |
|
|
| 18,225 |
|
|
| 16,894 |
|
Distrito Arcos |
|
| 24,179 |
|
|
| 24,453 |
|
|
| 24,971 |
|
Alto Noa Shopping |
|
| 10,271 |
|
|
| 10,790 |
|
|
| 10,052 |
|
Alto Rosario Shopping |
|
| 35,484 |
|
|
| 35,300 |
|
|
| 32,644 |
|
Mendoza Plaza Shopping |
|
| 16,803 |
|
|
| 16,346 |
|
|
| 14,724 |
|
Córdoba Shopping Villa Cabrera |
|
| 11,624 |
|
|
| 12,170 |
|
|
| 11,276 |
|
La Ribera Shopping (2) |
|
| 3,478 |
|
|
| 3,286 |
|
|
| 3,020 |
|
Alto Comahue |
|
| 12,369 |
|
|
| 12,124 |
|
|
| 9,879 |
|
Terrazas de Mayo |
|
| 10,152 |
|
|
| 3,717 |
|
|
| — |
|
Subtotal |
|
| 364,494 |
|
|
| 359,050 |
|
|
| 332,770 |
|
Other revenues (3) |
|
| 4,328 |
|
|
| 2,238 |
|
|
| 1,722 |
|
Reconciliation adjustments |
|
| — |
|
|
| — |
|
|
| — |
|
Total |
|
| 368,822 |
|
|
| 361,288 |
|
|
| 334,492 |
|
(1) | Includes base rent, percentage rent, admission rights, fees, parking, commissions, revenue from non-traditional advertising and others. Does not include: (i) Oeste Outlet (which is currently not operating as it is undergoing refurbishment), and (ii) the recently acquired Los Gallegos. |
(2) | Through our joint venture Nuevo Puerto Santa Fe S.A. |
(3) | As of June 30, 2026, includes ARS ARS 360.9 million from Patio Olmos, ARS 340.2 million from BAF sponsorship production revenues, ARS 2,746.6 million from Re! Outlet stand revenues, ARS 553.3 million from Palermo Off revenues, and commission revenues of ARS 11.7 million from Los Gallegos and ARS 314.8 million from Oeste Outlet. |
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, 2026, assuming that none of IRSA’s tenants exercises its option to renew or terminate its lease prior to expiration:
|
| As of June 30, 2026 |
| |||||||||||||||||
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 |
|
| 69 |
|
|
| 11,222 |
|
|
| 0.0 |
|
|
| — |
|
|
| 0.0 |
|
Expired in-force(3) |
|
| 62 |
|
|
| 20,516 |
|
|
| 5.6 |
|
|
| 820 |
|
|
| 5.1 |
|
2027 |
|
| 421 |
|
|
| 80,770 |
|
|
| 22.1 |
|
|
| 4,143 |
|
|
| 25.6 |
|
2028 |
|
| 429 |
|
|
| 71,277 |
|
|
| 19.5 |
|
|
| 4,754 |
|
|
| 29.3 |
|
2029 |
|
| 396 |
|
|
| 81,722 |
|
|
| 22.4 |
|
|
| 4,166 |
|
|
| 25.7 |
|
2030 and subsequent years |
|
| 174 |
|
|
| 110,649 |
|
|
| 30.3 |
|
|
| 2,318 |
|
|
| 14.3 |
|
Total (4) |
|
| 1,482 |
|
|
| 364,934 |
|
|
| 100.0 |
|
|
| 16,201 |
|
|
| 100.0 |
|
(1) | A lease may be associated with one or more stores. |
(2) | The amount expresses the annual base rent as of June 30, 2026, of agreements due to expire. |
(3) | Includes lease agreements that have expired as of June 30, 2026 and which are expected to be renewed in the near term. |
(4) | Does not include unoccupied stores. Does not include: (i) Oeste Outlet (currently undergoing refurbishment and not operational), and (ii) the recently acquired Los Gallegos. |
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New leases and renewals
The following table shows certain information about IRSA’s leases agreement as of June 30, 2026:
|
| 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 |
|
| 285 |
|
|
| 28,235 |
|
|
| 5,412 |
|
|
| 740,657 |
|
|
| 685,746 |
|
|
| 526 |
|
|
| 721,620 |
|
Miscellaneous (2) |
|
| 74 |
|
|
| 7,630 |
|
|
| 1,683 |
|
|
| 888,729 |
|
|
| 687,933 |
|
|
| 149 |
|
|
| 651,279 |
|
Restaurant |
|
| 57 |
|
|
| 4,710 |
|
|
| 1,178 |
|
|
| 757,327 |
|
|
| 663,084 |
|
|
| 176 |
|
|
| 868,589 |
|
Services |
|
| 13 |
|
|
| 1,181 |
|
|
| 253 |
|
|
| 264,958 |
|
|
| 155,374 |
|
|
| 44 |
|
|
| 197,885 |
|
Home appliances |
|
| 17 |
|
|
| 2,169 |
|
|
| 487 |
|
|
| 857,821 |
|
|
| 571,982 |
|
|
| 50 |
|
|
| 690,188 |
|
Home and decoration |
|
| 22 |
|
|
| 2,162 |
|
|
| 392 |
|
|
| 283,400 |
|
|
| 344,094 |
|
|
| 34 |
|
|
| 243,411 |
|
Supermarket |
|
| 1 |
|
|
| 76 |
|
|
| — |
|
|
| 76,032 |
|
|
| 219,275 |
|
|
| 1 |
|
|
| 51,146 |
|
Entertainment |
|
| 4 |
|
|
| 326 |
|
|
| 16 |
|
|
| 68,178 |
|
|
| 68,317 |
|
|
| 29 |
|
|
| 83,792 |
|
Total (3) |
|
| 473 |
|
|
| 46,489 |
|
|
| 9,421 |
|
|
| 635,154 |
|
|
| 579,340 |
|
|
| 1,009 |
|
|
| 597,618 |
|
(1) | Includes vacant stores as of June 30, 2026. 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 IRSA’s portfolio (in terms of sales) as of June 30, 2026 represents approximately 9.6% of IRSA’s gross leasable, 9.3% 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 as of June 30, 2026:
Tenant |
| Type of Business |
| Sales |
|
| GLA |
| ||||||
|
|
|
| (%) |
|
| (sqm) |
|
| (%) |
| |||
Zara |
| Clothes and footwear |
|
| 6.2 |
|
|
| 10,771 |
|
|
| 2.9 |
|
Adidas |
| Clothes and footwear |
|
| 4.1 |
|
|
| 7,712 |
|
|
| 2.1 |
|
McDonald’s |
| Restaurant |
|
| 3.2 |
|
|
| 5,145 |
|
|
| 1.4 |
|
Nike |
| Clothes and footwear |
|
| 3.1 |
|
|
| 7,842 |
|
|
| 2.1 |
|
Fravega |
| Home appliances |
|
| 2.3 |
|
|
| 4,695 |
|
|
| 1.3 |
|
Total |
|
|
|
| 18.8 |
|
|
| 36,165 |
|
|
| 9.6 |
|
Principal Terms of IRSA’s 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 IRSA’s 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 IRSA. 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 its tenants’ accounting sales records in all of its 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 IRSA’s shopping malls are located in highly populated areas, there are competing shopping malls within, or in close proximity to, areas targeted by IRSA’s 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. IRSA believes 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, 2026:
Entity |
| Shopping malls |
| Location |
| GLA |
|
| Market share (1) |
| ||
|
|
|
|
|
| sqm |
|
| (%) |
| ||
IRSA |
| Alto Palermo |
| City of Buenos Aires |
|
| 21,111 |
|
|
| 1.65 |
|
|
| Abasto Shopping (2) |
| City of Buenos Aires |
|
| 39,428 |
|
|
| 3.08 |
|
|
| Alto Avellaneda |
| Province of Buenos Aires |
|
| 42,261 |
|
|
| 3.30 |
|
|
| Alcorta Shopping |
| City of Buenos Aires |
|
| 16,048 |
|
|
| 1.25 |
|
|
| Patio Bullrich |
| City of Buenos Aires |
|
| 11,472 |
|
|
| 0.90 |
|
|
| Dot Baires Shopping (3) |
| City of Buenos Aires |
|
| 47,329 |
|
|
| 3.70 |
|
|
| Soleil Premium Outlet |
| Province of Buenos Aires |
|
| 15,477 |
|
|
| 1.21 |
|
|
| Distrito Arcos |
| City of Buenos Aires |
|
| 14,194 |
|
|
| 1.11 |
|
|
| Terrazas de Mayo |
| Province of Buenos Aires |
|
| 33,717 |
|
|
| 2.63 |
|
|
| Oeste Outlet(4) |
| Province of Buenos Aires |
|
| 23,800 |
|
|
| 1.87 |
|
|
| Alto Noa |
| City of Salta |
|
| 19,614 |
|
|
| 1.53 |
|
|
| Alto Rosario |
| City of Rosario |
|
| 35,016 |
|
|
| 2.73 |
|
|
| Mendoza Plaza |
| City of Mendoza |
|
| 41,637 |
|
|
| 3.25 |
|
|
| Córdoba Shopping |
| City of Córdoba |
|
| 15,424 |
|
|
| 1.20 |
|
|
| La Ribera Shopping (5) |
| City of Santa Fe |
|
| 11,503 |
|
|
| 0.90 |
|
|
| Alto Comahue |
| City of Neuquén |
|
| 11,925 |
|
|
| 0.93 |
|
|
| Los Gallegos(6) |
| Province of Buenos Aires |
|
| 10,400 |
|
|
| 0.81 |
|
Subtotal |
|
|
|
|
|
| 410,356 |
|
|
| 32.05 |
|
Cencosud S.A. |
|
|
|
|
|
| 290,531 |
|
|
| 22.69 |
|
Other operators |
|
|
|
|
|
| 579,595 |
|
|
| 45.26 |
|
Total |
|
|
|
|
|
| 1,280,482 |
|
|
| 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) | Oeste Outlet is currently not operating as it is undergoing refurbishment. |
(5) | Owned by Nuevo Puerto Santa Fe S.A., in which IRSA is a joint venture partner. |
(6) | Los Gallegos was acquired on June 9, 2026. Operating information will be reported beginning in first quarter of the fiscal year ended June 30, 2027. |
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 IRSA’s shopping malls’ sales. Discount sales at the end of each season are also one of the main seasonal factors affecting IRSA’s 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 our shopping malls and learn more about our clients. IRSA continued with the Company digital transformation, and Robotic Process Automation or RPA automation in different areas. IRSA continue renewing our 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, we have implemented new guided parking systems and digital payment systems. IRSA also started using artificial intelligence to improve the work efficiency of our employees.
This year IRSA continued the development of APPA, our proprietary loyalty and engagement platform that facilitates the consumer experience in our shopping malls. Through APPA, visitors can pay for parking, book places for events and shows, redeem gift cards, obtain discounts and benefits, and participate in promotions. Beyond these services, APPA generates structured data on consumer behavior — visit frequency, spending patterns and venue preferences — which IRSA use to make commercial leasing and marketing decisions and to offer our tenants measurable, data-driven marketing programs. During the year, users of APPA carried out more than 8.5 million transactions on the platform, including consumption in shopping malls, use of parking, 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, 2026:
Offices |
| Date of acquisition/ development |
| GLA (1) |
|
| Occupancy rate(2) |
|
| Ownership interest |
|
| Total rental income for the fiscal year ended June 30, 2026 (4) |
| ||||
|
|
|
| (sqm) |
|
| (%) |
|
| (%) |
|
| (in million of ARS) |
| ||||
AAA & A offices |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Intercontinental Plaza (3) |
| Dec-14 |
|
| 2,979 |
|
|
| 100.0 |
|
|
| 100 |
|
|
| 1,386 |
|
Dot Building |
| Nov-06 |
|
| 11,242 |
|
|
| 100.0 |
|
|
| 80 |
|
|
| 4,767 |
|
Zetta Building |
| May-19 |
|
| 32,173 |
|
|
| 100.0 |
|
|
| 80 |
|
|
| 16,165 |
|
261 Della Paolera (5) |
| Dec-20 |
|
| 3,740 |
|
|
| 100.0 |
|
|
| 100 |
|
|
| 2,629 |
|
Total AAA & A offices |
|
|
|
| 50,134 |
|
|
| 100.0 |
|
|
|
|
|
|
| 24,947 |
|
B offices |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Philips Building (6) |
| Jun-17 |
|
| 8,419 |
|
|
| 81.3 |
|
|
| 100 |
|
|
| 4,256 |
|
Total B offices |
|
|
|
| 8,419 |
|
|
| 81.3 |
|
|
|
|
|
|
| 4,256 |
|
Total Offices |
|
|
|
| 58,553 |
|
|
| 97.3 |
|
|
|
|
|
|
| 29,203 |
|
(1) | Corresponds to the total leasable surface area of each property as of June 30, 2026. Excludes common areas and parking spaces. |
(2) | Calculated by dividing occupied square meters by total GLA of the relevant property as of June 30, 2026. |
(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. The leasable area includes 337 square meters corresponding to newly identified spaces that are currently under review and will be subject to final adjustments in the first quarter of the fiscal year ended June 30, 2027. |
Occupancy rate
The following table shows IRSA’s offices occupancy percentage as of the dates indicated:
|
| Occupancy rate (1) |
| |||||||||
|
| As of June 30, |
| |||||||||
|
| 2026 |
|
| 2025 |
|
| 2024 |
| |||
|
| (%) |
| |||||||||
Intercontinental Plaza |
|
| 100.0 |
|
|
| 100.0 |
|
|
| 100.0 |
|
DOT Building |
|
| 100.0 |
|
|
| 100.0 |
|
|
| 79.4 |
|
Zetta Building (2) |
|
| 100.0 |
|
|
| 99.3 |
|
|
| 100.0 |
|
261 Della Paolera |
|
| 100.0 |
|
|
| 100.0 |
|
|
| 100.0 |
|
Philips Building |
|
| 81.3 |
|
|
| 75.3 |
|
|
| 50.6 |
|
Total |
|
| 97.3 |
|
|
| 96.2 |
|
|
| 89.4 |
|
(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) | 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 the dates indicated:
|
| Income per square meter (1) |
| |||||||||
|
| As of June 30, |
| |||||||||
|
| 2026 |
|
| 2025 |
|
| 2024 |
| |||
|
| (ARS/sqm) |
| |||||||||
Intercontinental Plaza |
|
| 465,327 |
|
|
| 502,195 |
|
|
| 471,100 |
|
DOT Building |
|
| 424,021 |
|
|
| 386,735 |
|
|
| 484,064 |
|
Zetta Building |
|
| 502,434 |
|
|
| 499,876 |
|
|
| 576,314 |
|
261 Della Paolera (2) |
|
| 702,834 |
|
|
| 699,546 |
|
|
| 1,021,800 |
|
Philips Building |
|
| 621,732 |
|
|
| 395,579 |
|
|
| 223,767 |
|
(1) | Calculated by dividing annual rental income by the GLA of offices based on IRSA’s interest in each building as of June 30 for each fiscal period. |
(2) | 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, 2026:
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 |
|
| 1 |
|
|
| 381.7 |
|
|
| 36,536 |
|
|
| 32,493 |
|
|
| — |
|
|
| — |
|
Philips Building |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
Intercontinental Plaza |
|
| 1 |
|
|
| 1,213.6 |
|
|
| 33,953 |
|
|
| 32,117 |
|
|
| — |
|
|
| — |
|
261 Della Paolera |
|
| 1 |
|
|
| 1,913.0 |
|
|
| 51,823 |
|
|
| 51,823 |
|
|
| — |
|
|
| — |
|
Zetta Building |
|
| 2 |
|
|
| 1,654.8 |
|
|
| 35,706 |
|
|
| 35,706 |
|
|
| — |
|
|
| — |
|
Total(6) |
|
| 5 |
|
|
| 5,163.1 |
|
|
| 39,885 |
|
|
| 39,052 |
|
|
| — |
|
|
| — |
|
(1) | Includes new and renewed leases executed from July 2025 to June 2026. |
(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 and terrace area. |
(6) | Does not include workplace contracts in Zetta Building and Philips Building. |
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, 2026. 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) |
|
| (%) |
| |||||
Expired in-force(3) |
|
| 2 |
|
|
| 2,148 |
|
|
| 4.4 |
|
|
| 11.7 |
|
|
| 0.6 |
|
2027 |
|
| 10 |
|
|
| 9,806 |
|
|
| 19.9 |
|
|
| 393.6 |
|
|
| 21.5 |
|
2028 |
|
| 1 |
|
|
| 1,597 |
|
|
| 3.2 |
|
|
| 59.5 |
|
|
| 3.3 |
|
2029 and thereafter |
|
| 14 |
|
|
| 35,768 |
|
|
| 72.5 |
|
|
| 1,365.1 |
|
|
| 74.6 |
|
Total |
|
| 27 |
|
|
| 49,319 |
|
|
| 100 |
|
|
| 1,829.9 |
|
|
| 100 |
|
(1) | Includes offices with leases that have not been renewed as of June 30, 2026. |
(2) | It does not include vacant square meters and contracts from: parking spaces, terraces, antennas and Workplace (Zetta and Philips). |
(3) | Includes lease agreements that have expired as of June 30, 2026 and which are expected to be renewed in the near term. |
| 100 |
| 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 we own 2,979 square meters of GLA in this building. The principal tenant currently is Total Austral, and as an added value Banco Supervielle (Bank Branch) and Starbucks Coffee providing different services to the building.
Dot Building
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 our arrival at the growing corridor of the Northern Area with respect to offices for rent. The building’s principal tenants include Farmanet, Astrazeneca S.A., Carrier, Salentain and HP, among others.
Zetta Building
Our subsidiary Panamerican Mall S.A. built an office building of 32,173 square meters of GLA and 11 floors located in the commercial complex “Polo Dot” in Buenos Aires City. This A+, certified with LEED Gold of Core & Shell standards of the US Green Building Council, was inaugurated in May 2019, continuing to consolidate our position in the North Zone corridor of offices for rent.
As of June 30, 2026, the building was occupied approximately 91% by Mercado Libre S.R.L., 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.
During the fiscal year ended June 30, 2026, construction began to expand this building by 15,940 square meters, of which approximately 15,350 sqm will represent GLA. An amendment was entered into with Mercado Libre S.R.L. for approximately 9,350 sqm of additional GLA, representing approximately 61% of the GLA of the expansion. The remaining 6,000 sqm of GLA will be available for lease.
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 IRSA’s Dot Baires shopping mall, and faces Avenida General Paz, in the City of Buenos Aires. It has 4 office floors, a total GLA of approximately 8,419 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 81% at the end of the fiscal year ended June 30, 2026. As of the date of this Annual Report, the building is undergoing expansion to achieve full occupancy.
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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 terms ranging from 6 to 24 months.
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
During the fiscal year ended June 30, 2026, hotel operations showed a gradual recovery, particularly at the hotels located in the City of Buenos Aires, which recorded improvements in occupancy levels and room rates compared to the previous fiscal year. This performance occurred in a context that remained challenging for inbound tourism, mainly due to Argentina’s reduced exchange rate competitiveness. The exclusive Llao Llao resort, which IRSA owns in the city of Bariloche, continues to be an important attraction for the high-income segment, while the Libertador and InterContinental hotels in the City of Buenos Aires maintain their positioning in the corporate segment. In addition, IRSA continues to work on initiatives aimed at enhancing and differentiating its hotels’ offerings.
During the fiscal year 2026, 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 |
|
| 2026 |
|
| 2025 |
|
| 2024 |
| |||||||||
Intercontinental (3) |
| 11/01/1997 |
|
| 76.34 |
|
|
| 313 |
|
|
| 73.1 |
|
|
| 240,706 |
|
|
| 30,105 |
|
|
| 27,930 |
|
|
| 32,075 |
|
Libertador (4) |
| 03/01/1998 |
|
| 100 |
|
|
| 200 |
|
|
| 67.0 |
|
|
| 159,558 |
|
|
| 12,877 |
|
|
| 9,866 |
|
|
| 12,810 |
|
Llao Llao (5) |
| 06/01/1997 |
|
| 50 |
|
|
| 205 |
|
|
| 49.8 |
|
|
| 654,745 |
|
|
| 45,766 |
|
|
| 48,470 |
|
|
| 69,752 |
|
Total |
|
|
|
|
|
|
|
| 718 |
|
|
| 64.8 |
|
|
| 308,300 |
|
|
| 88,748 |
|
|
| 86,266 |
|
|
| 114,637 |
|
(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). |
| 102 |
| 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 Group (“IHG”), 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. The current agreement with IHG expires on January 12, 2029.
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 an additional 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.
IRSA operates Hotel Llao Llao through their hotel operator subsidiary, Llao Llao Resorts S.A. During 2007, the hotel was expanded, increasing the number of rooms to 205. In 2019, the hotel’s Bustillo Wing was renovated, including the modernization and refurbishment of 42 rooms, which offer enhanced features, including air conditioning systems and modern plumbing. As of June 30, 2026, the renovation works in 47 additional rooms in the hotel’s Bustillo Wing were more than 90% complete, with rooms being progressively to customers.
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.
| 103 |
| Table of Contents |
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 IRSA’s core activities. IRSA’s development of residential apartment complexes consists of the new construction of high-rise towers or the conversion and renovation of existing structures such as factories or warehouses. In connection with IRSA’s development of residential communities, they 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.
In the fiscal year ended June 30, 2026, revenues from the sale and development of properties amounted to ARS 28,866 million, compared to ARS 17,042 million posted in the fiscal year ended June 30, 2025.
Construction and renovation work on these developments is carried out, under IRSA’s supervision, by independent Argentine construction companies selected through a bidding process. IRSA enters into turnkey contracts, pursuant to which the construction company undertakes to deliver the completed development at a fixed price and by a specified date, without incurring any additional costs beyond those stipulated in the contract. Other aspects of the project, including architectural design, are carried out by independent firms.
In recent years, IRSA’s exposure to the residential segment has been primarily through land swap agreements in exchange for completed square meters or lots. Under these arrangements, they transfer undeveloped land to a third party, which is responsible for carrying out the construction work, and receive completed units or lots for sale as consideration, without directly participating in the construction process.
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, 2026:
|
| 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 |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 256 |
|
|
| 1,512 |
|
Coto Abasto air space – Tower 2 - City of Buenos Aires |
|
| 100 |
|
| Sep-97 |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 1,694 |
|
|
| 5,325 |
|
Ancón (Luis M. Campos) Trust |
|
| 100 |
|
| Feb-21 |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 608 |
|
|
| 1,779 |
|
Av. Figueroa Alcorta 6464 Trust |
|
| 100 |
|
| Feb-21 |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 1,097 |
|
|
| 9,394 |
|
Córdoba Shopping Adjoining plots – Residential |
|
| 100 |
|
| May-15 |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 2,482 |
|
|
| 4,629 |
|
Córdoba Shopping Adjoining plots – Offices |
|
| 100 |
|
| May-15 |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 979 |
|
|
| 1,626 |
|
Ramblas del Plata – First stage swaps |
|
| 100 |
|
| Jul-97 |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 29,315 |
|
|
| 188,679 |
|
Caballito Ferro Plot 1 – City of Buenos Aires |
|
| 100 |
|
| Jan-99 |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 3,022 |
|
|
| 8,616 |
|
Ezpeleta plot (Nuevo Quilmes II) – Lots |
|
| 100 |
|
| Apr-22 |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 52,037 |
|
|
| 20,500 |
|
Ezpeleta plot (Nuevo Quilmes II) – Multifamily |
|
| 100 |
|
| Apr-22 |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 19,300 |
|
|
| 4,500 |
|
Pilar Plot – Lots |
|
| 100 |
|
| May-97 |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 35,639 |
|
|
| 356 |
|
Total Barter Agreements (Residential) |
|
|
|
|
|
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 146,429 |
|
|
| 246,916 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LAND RESERVES: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ramblas del Plata – City of Buenos Aires (formerly Costa Urbana) |
|
| 100 |
|
| Jul-97 |
|
| 172,070 |
|
|
| 672,479 |
|
|
| — |
|
|
| 537,984 |
|
|
| 505,082 |
|
La Plata – Mixed-use plots – Greater Buenos Aires |
|
| 100 |
|
| Mar-18 |
|
| 47,834 |
|
|
| 81,341 |
|
|
| — |
|
|
| — |
|
|
| 10,307 |
|
Polo Dot – GIGA and EXA – City of Buenos Aires |
|
| 80 |
|
| Nov-06 |
|
| 12,800 |
|
|
| — |
|
|
| — |
|
|
| 38,400 |
|
|
| 48,522 |
|
Caballito Ferro Plots 2, 3 and 4 – City of Buenos Aires |
|
| 100 |
|
| Jan-99 |
|
| 20,462 |
|
|
| 86,387 |
|
|
| — |
|
|
| 75,277 |
|
|
| 49,049 |
|
Luján Plot – Buenos Aires (5) |
|
| 100 |
|
| May-08 |
|
| 1,152,106 |
|
|
| 464,000 |
|
|
| — |
|
|
| — |
|
|
| 12,570 |
|
La Adela – Buenos Aires |
|
| 100 |
|
| Aug-14 |
|
| 9,868,500 |
|
|
| 3,951,227 |
|
|
| — |
|
|
| — |
|
|
| 17,496 |
|
Puerto Retiro – City of Buenos Aires (4) |
|
| 50 |
|
| May-97 |
|
| 82,051 |
|
|
| 246,153 |
|
|
| — |
|
|
| — |
|
|
| — |
|
Gaona and Nazca Plot – City of Buenos Aires |
|
| 100 |
|
| Oct-25 |
|
| 8,856 |
|
|
| 11,083 |
|
|
|
|
|
|
|
|
|
|
| 10,328 |
|
Subtotal Mixed-uses |
|
|
|
|
|
|
|
| 11,364,679 |
|
|
| 5,512,670 |
|
|
| — |
|
|
| 651,661 |
|
|
| 653,354 |
|
Caballito Block 35 – City of Buenos Aires (3) |
|
| 100 |
|
| Oct-98 |
|
| 9,767 |
|
|
| 57,192 |
|
|
| — |
|
|
| 31,257 |
|
|
| 18,756 |
|
Zetol – Uruguay |
|
| 90 |
|
| Jun-09 |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 45,815 |
|
|
| 6,656 |
|
Vista al Muelle – Uruguay |
|
| 90 |
|
| Jun-09 |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 54,815 |
|
|
| 7,054 |
|
Distrito Rosario Plots – Santa Fe |
|
| 100 |
|
| Nov-24 |
|
| 13,750 |
|
|
| 48,126 |
|
|
| — |
|
|
| 41,390 |
|
|
| 18,961 |
|
Neuquén - Residential plot – Neuquén (2) |
|
| 100 |
|
| Jul-99 |
|
| 13,000 |
|
|
| 57,000 |
|
|
| — |
|
|
| 42,800 |
|
|
| 7,394 |
|
Subtotal residential |
|
|
|
|
|
|
|
| 36,517 |
|
|
| 162,318 |
|
|
| — |
|
|
| 216,077 |
|
|
| 58,821 |
|
La Plata – Distrito Diagonal retail plot – Buenos Aires |
|
| 100 |
|
| Mar-18 |
|
| 30,780 |
|
|
| 35,212 |
|
|
| 22,844 |
|
|
| — |
|
|
| 8,804 |
|
Beruti y Coronel Diaz Building – City of Buenos Aires |
|
| 100 |
|
| Jun-22 |
|
| 2,387 |
|
|
| 8,900 |
|
|
| 7,800 |
|
|
| — |
|
|
| 13,724 |
|
Subtotal retail |
|
|
|
|
|
|
|
| 33,167 |
|
|
| 44,112 |
|
|
| 30,644 |
|
|
| — |
|
|
| 22,528 |
|
Polo Dot – Zetta expansion – City of Buenos Aires |
|
| 80 |
|
| Nov-06 |
|
| — |
|
|
| — |
|
|
| 15,940 |
|
|
| — |
|
|
| 57 |
|
Paseo Colón 245 Building – City of Buenos Aires |
|
| 100 |
|
| May-23 |
|
| 1,579 |
|
|
| 13,690 |
|
|
| 9,500 |
|
|
| — |
|
|
| 7,351 |
|
Intercontinental Plaza II – City of Buenos Aires |
|
| 100 |
|
| Feb-98 |
|
| 6,135 |
|
|
| 9,400 |
|
|
| 7,500 |
|
|
| — |
|
|
| 2,671 |
|
Subtotal offices |
|
|
|
|
|
|
|
| 7,714 |
|
|
| 23,090 |
|
|
| 32,940 |
|
|
| — |
|
|
| 10,079 |
|
Total future developments |
|
|
|
|
|
|
|
| 11,442,077 |
|
|
| 5,742,190 |
|
|
| 63,584 |
|
|
| 867,738 |
|
|
| 744,782 |
|
Other land reserves (1) |
|
|
|
|
|
|
|
| 1,938,480 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 20,277 |
|
Total land reserves |
|
|
|
|
|
|
|
| 13,380,557 |
|
|
| 5,742,190 |
|
|
| 63,584 |
|
|
| 867,738 |
|
|
| 765,059 |
|
(1) | Includes Zelaya 3102-3103, Chanta IV, Anchorena 665, Ocampo Parking Spaces, land adjacent to DOT, land adjacent to Mendoza Shopping, Conil Land (Parcel II), San Luis Land, Florencio Varela Land, Mar del Plata 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. |
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The following table shows information about IRSA’s expansions on its current assets as of June 30, 2026:
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 |
|
|
| 6,200 |
|
| Buenos Aires | |
Alto Comahue |
|
| 100 |
|
|
| 3,325 |
|
| Neuquén | |
Total in Shopping Malls |
|
|
|
|
|
| 42,003 |
|
|
| |
Patio Bullrich |
|
| 100 |
|
|
| 20,000 |
|
| City of Buenos Aires | |
Alto Palermo |
|
| 100 |
|
|
| 14,119 |
|
| City of Buenos Aires | |
Terrazas de Mayo |
|
| 100 |
|
|
| 16,076 |
|
| Buenos Aires | |
Total in offices + residential |
|
|
|
|
|
| 50,195 |
|
|
| |
Total expansions |
|
|
|
|
|
| 92,198 |
|
|
| |
Units to be received under barter agreements
Coto Abasto air space – Towers 1 & 2 – City of Buenos Aires
IRSA owned 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 IRSA 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.
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On October 25, 2019, IRSA transferred to a non-related third party the rights to develop a residential building (“Tower 1”) on Coto Supermarket airspace located in the Abasto neighborhood in the City of Buenos Aires. Tower 1 will have 22 floors of 1 to 3 rooms apartments, totaling an area of 8,400 sqm. The operation was set for the total of USD 4.5 million: USD 1 million was paid in cash and the balance in at least 35 functional units of departments, with a guaranteed minimum of 1,982 sqm.
On June 30, 2023, in compliance with the agreement into with Abasto Twins S.A. in June 2016, IRSA 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, 2026, there are four apartments remaining available for sale in Tower I, while construction of Tower II, which has already commenced, is 52% 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 the following 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 1,097 sqm of apartments and 11 garage units. As of June 30, 2026, marketing activities have commenced, and two apartments and four parking spaces were sold. |
Córdoba Shopping Adjoining Plots – Residential
On August 18, 2022, the plot 1 of 3,240 sqm was bartered with Proaco, where two residential towers are expected to be built. IRSA expects 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.
On January 28, 2026, the units to be received by IRSA as consideration under the land swap agreement were selected, resulting in a sellable area of 1,241 square meters per tower, compared to the 1,080 square meters originally contemplated, for a total sellable area of 2,482 square meters for both towers, excluding parking spaces. The land swap commitment for Tower II will be subject to the sale of 60% of the units in Tower I. As of June 30, 2026, Tower I was under construction and was 38% complete.
Córdoba Shopping Adjoining Plot – Office Building
On January 28, 2026, a land swap agreement for Parcel 18 was entered into, pursuant to which an office tower comprising 4,822.8 square meters is expected to be developed in accordance with Ordinance No. 12,860. As consideration, IRSA will receive the third floor of the future tower, comprising 979 square meters of GLA, and will have an option to purchase the fourth floor. In addition, as part of the transaction, Proaco will be responsible for the construction of a parking deck on a lot located within the shopping center, at an estimated cost of USD 0.6 million.
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Ramblas del Plata – First-Stage Land Swaps
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.
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, 2026, the works are at an advanced stage and IRSA had sold 47 single-family lots received in exchange transactions for approximately USD 7.2 million.
Pilar Land – Lots – Pilar, Province of Buenos Aires
On October 17, 2025, IRSA sold the land located in Pilar. As part of the consideration, the transaction included a land swap agreement for sellable area in the future development, which is expected to comprise a minimum sellable area of approximately 356,393 square meters distributed among 493 lots. Pursuant to the land swap agreement, IRSA will receive 10% of such area, equivalent to approximately 35,639 square meters or 50 single-family lots.
As of June 30, 2026, the project was in the permitting stage, and construction is expected to commence during the fiscal year ended June 30, 2027.
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 IRSA since 1997, previously known as “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 million in cash and the amount of 3,000,000 sovereign bonds (AL35) which was also contributed.
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Likewise, IRSA will oversee putting in place the infrastructure and road works on the property serving the new city blocks generated and will carry out the public space works contributing up to USD 40 million, together with the maintenance of the public spaces assigned for 10 years or until the sum of USD 10 million is completed.
In March 2023, measurement was approved with a proposal for subdivision, division, transfer of streets and public space. On November 15, 2023, the 3 parcels and the public park lot were registered on public record in favor of the GCBA, and the 61 lots of IRSA were created. On May 22, 2024, we received the parcel certificates corresponding to the 61 lots.
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 ended June 30, 2026, the Ramblas del Plata project achieved significant regulatory, urban planning and infrastructure milestones. Approval was obtained for the Public Space, Urbanization Zone and Public Park Bidding Project for Phase 1; progress was made in defining utility connections with AYSA, Metrogas and Edesur; official recognition was obtained for investments made to be credited toward compliance with the Urban Development Agreement; and the Environmental Public Hearing for Phase 2 was held, for which the corresponding certificate has already been issued. In addition, the preliminary documentation for LEED for Cities & Communities Silver certification was completed, and progress was made in the cadastral and registration processes required for the transfer of title to the first lots of Phase 1.
From a commercial perspective, as of June 30, 2026, 18 lots corresponding to the extended Phase 1 had been commercialized through 16 land swap transactions and two sales.
On July 30, 2026, and August 31, 2026 IRSA announced that they had entered into a land swap agreement for a 2 lots with a surface area of 2,360 sqm and 2,095 sqm, respectively. For more information, see “–Recent Developments–IRSA’s Recent Developments–Commercialization Progress of “Ramblas del Plata.”
“Ramblas del Plata” will transform the landscape of the City of Buenos Aires by bringing an undeveloped area to life. The project will be developed on an exceptional site in terms of size, location and connectivity, providing the City with an opportunity to expand and regain access to the Río de la Plata waterfront through promenades, recreational areas, green spaces, public parks and mixed-use developments.
La Plata Plot of land
On March 22, 2018, IRSA 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.
Following the approval of the project plans and construction permit, processed under File No. 20/222 of 2023, and the submission of the Hydraulic Project to the Provincial Directorate of Hydraulics, construction of the new Distrito Diagonal shopping center commenced. As of June 30, 2026, construction was 44% complete, and the shopping center is expected to open by the end of fiscal year 2027.
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Polo Dot – GIGA y EXA – 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.
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 IRSA 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, 2026, 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. Our intention is to carry out a mixed-use project, taking advantage of the environment consolidation and the strategic location of the plot. As of the date of this Annual Report, the change of the zoning parameters is completed.
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, we intend to develop a new real estate project.
Puerto Retiro – City of Buenos Aires
Puerto Retiro S.A. owns an 8.2-hectare plot of land in the City of Buenos Aires, which is subject to a zoning designation that restricts its use exclusively to port-related activities.
Puerto Retiro S.A. is a party to two pending legal proceedings relating to the property: (i) a bankruptcy extension action initiated by the Argentine Government against Puerto Retiro S.A. and other defendants, and (ii) a civil action brought by Tandanor seeking, on the basis of the alleged nullity of the decree that approved the privatization bidding process involving the Dársena Norte property, the restitution to Tandanor of the property known as Plant No. 1 and the reimbursement of the amounts Tandanor alleges to have lost as a result of the underlying transaction. Both proceedings arise from events that occurred prior to IRSA’s acquisition of its interest in Puerto Retiro S.A. For more information, see “Item 8. Financial Information—A. Consolidated Statements and Other Financial Information—Legal Proceedings—IRSA’s Legal or Arbitration Proceedings—Legal Proceedings in Argentina—Puerto Retiro”.
Gaona and Nazca Land – City of Buenos Aires
On October 30, 2025, IRSA took possession of a property acquired through a judicial auction, located on Av. Nazca, Terrada and Av. Gaona in the City of Buenos Aires. The property has a total built area of approximately 11,083 square meters and consists of two lots located at Av. Nazca 1145, Terrada 1164 and Av. Gaona 3415 (Lot 1), and Av. Nazca 1133/35 (Lot 8).
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As of June 30, 2026, IRSA was evaluating various alternatives for the future development of the property, including the possibility of developing it for mixed uses.
Residential
Caballito Block 35 – City of Buenos Aires
In October 2011, IRSA 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, 2026, the work on the concrete structure of the first tower (“Tower 3”) was completed, and the remaining works were at an advanced stage.
Zetol LTD and Vista al Muelle S.A. – District of Canelones – Uruguay
In the course of fiscal year 2009 we acquired a 100% ownership interest in Liveck LTD, 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 LTD, 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 intends 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 LTD 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 LTD 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 LTD equivalent to 12% of the total marketable meters to be constructed.
Besides, VAM had owned a plot of land since September 2008, purchased for USD 0.83 million. Subsequently, in February 2010, plots of land were acquired for USD 1 million, which was paid in full. In December 2010, VAM executed title deeds for other plots for a total amount of USD 2.66 million, of which USD 0.3 million was paid. The remaining balance will be settled through the delivery of 2,334 sqm in residential units and/or commercial premises to be built, or in cash.
As a result of the plot barter agreements executed in due time between the IMC, Zetol LTD 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 LTD in June 2009.
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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 VAM and Zetol LTD for a total amount of USD 4.5 million.
During the fiscal year ended June 30, 2026, progress continued on the Distrito Calcagno Masterplan through the improvement of public spaces and the submission of new infrastructure and urban development projects to the Municipality of Canelones. In addition, the first edition of Casa FOA Uruguay was held at Tower 2 of Carrasco Boating, the international architectural competition for lot E01 was awarded, and progress was made in the reconfiguration and enhancement of various lots. In parallel, significant commercial and trust agreements were entered into, development works commenced on lot E10, which received a favorable market response, and efforts to commercialize other project assets continued.
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 Distrito 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.
As of June 30, 2026, the return of the property by the GCABA was pending. Upon taking possession of the property, IRSA intends to use it for commercial activities.
Offices
Polo Dot – Zetta Expansion– City of Buenos Aires
On the plot where the Zetta Building is located, IRSA has an additional 15,940 square meters of buildable area, where alternatives for the development of a mixed-use project were evaluated.
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In December 2025, an amendment to the lease agreement with Mercado Libre S.R.L. for the Zetta Building was entered into, pursuant to which the parties agreed to expand the leased area and its ancillary spaces. As of June 30, 2026, construction work related to the expansion of the building had commenced.
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.
As of June 30, 2026, the return of the property by the GCABA was pending. Upon taking possession of the property, IRSA intends to use it for commercial purposes, including both retail and office uses.
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 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 modifications, the buildable area was adjusted to 9,400 sqm.
Other Land Reserves
Other Land Reserves – Includes Zelaya 3102-3103, Chanta IV, Anchorena 665, Ocampo Parking Spaces, DOT Adjoining Land, Mendoza Shopping Adjoining Plots, Conil Plot II, San Luis Plot, Florencio Varela Plot, Mar del Plata Plot and Llao Llao Plot.
We grouped here those plots of land with a significant surface area the development of which is not feasible in the short term either due to their current urban and zoning parameters, their legal status or the lack of consolidation of their immediate environment. This group totals around 1.9 million square meters.
During the fiscal year ended June 30, 2026, IRSA completed the sale of the land located in Pilar intended for a future residential development, for consideration consisting of USD 1.2 million in cash and the right to receive 10% of the sellable area of the future development. In addition, the land known as “Pontevedra,” located in Mariano Acosta, Merlo, Province of Buenos Aires, was expropriated in its entirety by the Argentine Highway Authority in connection with the extension works of Camino del Buen Ayre. The amount of the corresponding compensation remains to be determined.
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 of 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 are in progress. 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, 2026, 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 individual and corporate loans, deposits, credit and debit cards and related financial services. As of June 30, 2026, Banco Hipotecario’s shareholders’ equity was ARS 676,969 million, its consolidated assets were ARS 3,940,236 million, and its net income for the three-month period ended June 30, 2026 was ARS 54,205 million. Since 1999, Banco Hipotecario’s shares have been listed on the Buenos Aires Stock Exchange 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 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, ARS 948,104.4 million as of December 31, 2025 and ARS 989,514.3 million as of June 30, 2026.
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, 2026, its capital markets debt representing 8.1% 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 62.28% 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), Convention Centers (Buenos Aires and Punta del Este) 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 holds an indirect 35% interest in La Rural S.A, resulting from its 70% interest in Entertainment Holding S.A., which in turn holds a 50% interest in La Rural S.A.
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 the fiscal year ended June 30, 2026, La Rural S.A. maintained its leadership position in the exhibitions, trade shows and events business in Argentina. The period began with a successful edition of the 2025 Exposición Rural, which achieved high occupancy levels, welcomed more than one million visitors and was attended by the President of Argentina at its opening ceremony. Throughout the fiscal year, the venue hosted major national and international conferences and events, including Ethereum Argentina, which brought together more than 9,000 attendees from around the world, as well as the leading exhibitions related to the oil & gas and mining industries, segments that continued to expand in line with the development of these sectors in the country. In addition, La Rural consolidated its leadership position in the year-end celebrations and corporate events segment, exceeding the activity levels recorded in the previous fiscal year.
The Buenos Aires Convention Center (CEC), continued to increase its occupancy levels and strengthen its position as one of the leading convention and conference centers in Argentina and the region. During the fiscal year ended June 30, 2026, it hosted major corporate events, including the presentation of an Argentine production for the Netflix platform, as well as highly relevant international conferences, including the World Congresses on Metabolism and Dermatology, the latter having previously been held at the Punta del Este Convention Center, in which the Company also holds an equity interest. These events reaffirm the CEC’s growing recognition within the international meetings, incentives, conferences and exhibitions (MICE) market.
Shefa Investments S.A. (formerly We are appa S.A. / Pareto S.A.)
On October 8, 2018, Pareto S.A. was incorporated for the purpose of designing, programming and developing software, mobile applications and web-based applications. Subsequently, the company changed its name to We are appa S.A. and developed the ¡appa! digital loyalty business, aimed at strengthening the relationship among brands, retailers and consumers within IRSA’s shopping center ecosystem.
On June 18, 2026, the company changed its name to Shefa Investments S.A., reflecting its evolution from a company focused on a single operating business into an investment vehicle focused on developing and supporting companies in the retail and technology sectors.
Shefa combines the scale and commercial ecosystem of the IRSA with an investment model inspired by venture capital and private equity best practices, with the objective of identifying, supporting and scaling businesses that transform the shopping and consumption experience through technology and innovation. Its access to the IRSA’s shopping center ecosystem is one of its key differentiating factors, enabling it to accelerate the growth of its portfolio companies through commercial synergies and data generation.
As of June 30, 2026, Shefa’s portfolio consisted of ¡appa!, a digital loyalty platform available in 15 IRSA shopping centers with more than 3 million registered users; Chocorísimo – Icelabs LLC, a retail company specializing in ice cream and chocolate products; and Bouldertech, a company focused on sovereign artificial intelligence infrastructure, artificial intelligence agents and enterprise automation solutions. Subsequent to the end of the fiscal year, Shefa also moved forward with new investments in Avenida, Tucán Tech and TurismoCity, further expanding the scope of its technology ecosystem.
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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, 2026, IRSA indirectly owned 15.47% of Comparaencasa Ltd.
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 Secretary of Agriculture, Livestock and Fisheries (Secretaría de Agricultura Ganadería y Pesca) 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.
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.
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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 No. 26,331 (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.
Argentina forestry legislation 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.
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Law No. 27,566, passed on October 16, 2020, approves the Escazú Agreement. 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 62 new environmental licenses, including water use licenses, operating permits, controlled burning and vegetation clearing permits.
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.
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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, 2026, 65,220,42 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 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.
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.
Given the dispersion of BrasilAgro’s share capital and the significant percentage of shares held in free float, the Company is unable to determine with certainty whether it could be characterized by the relevant authorities as being under foreign control for purposes of Law No. 5,709/1971. If the relevant authorities conclude that the Company falls within the scope of such restrictions, future acquisitions and leases of rural properties may be subject to the applicable legal and regulatory limitations, and BrasilAgro may need to modify its business strategy and intended practices in order to continue acquiring and leasing agricultural and rural properties.
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.
As March 2026, Brazilian Supreme Court (STF) voted in favor of the constitutionality of the restrictions. Justice Gilmar Mendes was designated as the reporting Justice in the proceedings that affirmed the constitutionality of the restrictions; however, as of the date hereof, he has not yet rendered his opinion.
We are not able to provide an estimate of the timeframe for STF’s report, and depending on the final report, 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.
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.
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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.
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.
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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 authority responsible for the application and interpretation of the Urban Planning Code in the City of Buenos Aires is the General Directorate of Urban Planning Interpretation (Dirección General de Interpretación Urbanística), which operates under the Secretariat of Urban Management and Development (Secretaría de Gestión y Desarrollo Urbano).
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 General Directorate of Registration, Works and Cadastre (Dirección General de Registro de Obras y Catastro, or DGROC), which operates under the Secretariat of Urban Management and Development (Secretaría de Gestión y Desarrollo Urbano).
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.
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.
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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. The Consumer Protection Law, 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:
(1) distort obligations or limit liability for damages.
(2) imply a waiver or restriction of consumer rights and an expansion of the seller’s rights.
(3) impose a reversal of the burden of proof to the detriment of the consumer.
Additionally, the Consumer Protection Law imposes penalties that can be applied independently or jointly, ranging from warnings and fines of 0.5 to 2,100 times the Basic Total Household Basket (Canasta Básica Total, or CBT) for a Type 2 household (Hogar Tipo 2), 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. In all cases, the fine may be increased up to three times the illegal profit or benefit obtained from the infringement.
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.
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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 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 for 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. 104/2005 of the Technical Coordination Secretariat (Secretaría de Coordinación Técnica) of the Ministry of Economy, the Common Market Group (Grupo Mercado Común) Resolution No. 21/2004 of the MERCOSUR 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.
Consumers can file their claims for free through administrative channels. Pursuant to Section 41 of the Consumer Protection Law, the provinces and the City of Buenos Aires act as local enforcement authorities, exercising control, oversight, and adjudication powers under the Consumer Protection Law and its regulations within their respective jurisdictions, in accordance with the powers delegated by the Federal Government. Each province regulates the applicable administrative complaint procedures, including the agencies, forms and terms for filing claims.
Specifically, in the City of Buenos Aires, claims can be filed for free either through the City’s Consumer Protection Office (Dirección General de Defensa y Protección al Consumidor) or via the “Mi Reclamo” portal of the City’s Council of the Judiciary. The jurisdiction over consumer disputes in the City of Buenos Aires lies with the Court of Administrative, Tax, and Consumer Relations (Fuero Contencioso Administrativo, Tributario y de Relaciones de Consumo), governed by Law No. 6,407, which created the Procedural Code for Consumer Relations in the City of Buenos Aires.
Additionally, the Argentine enforcement authority, through Ventanilla Única Federal (Federal Single Window), created by Resolution No. 274/2021, distributes and assigns consumer claims filed through said platform for their consideration throughout Argentina.
Additionally, in the City of Buenos Aires, consumers can seek a pre-litigation mediation under Law No. 26,589. If the claim is not resolved, they can initiate a judicial process with the ordinary Argentine court 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, transfers of goodwill, acquisitions of control or substantial influence over a company, any other agreement or act that transfers assets or grants determinant influence over a company’s ordinary or extraordinary management decisions, and any act that implies the acquisition of substantial influence over a company’s competitive strategy.
A transaction must be filed with the CNDC for analysis and authorization if the total business volume of the involved companies in Argentina exceeds 100 million Mobile Units (Unidad Movil). The “total business volume” is defined as revenue from the sale of products, provision of services, and direct subsidies, excluding discounts, VAT, and other taxes directly related to turnover.
The value of the Mobile Unit is updated automatically each year based on the IPC published by the INDEC and is used to calculate fines and merger notification thresholds under Law 27,442. The Mobile Unit is set at ARS 1,450.05 through Resolution 6/2026, effective as of January 17, 2026. As a result, the general notification threshold of 100 million Mobile Unit currently equals ARS 145,005,000,000 (approximately USD 94.8 million at the official Banco Nación sell rate of ARS 1,530.00 per USD as of September 3, 2026).
The filing must be made prior to the closing of the transaction or the materialization of the change of control, whichever occurs first. The transaction will not produce effects between the parties or with respect to third parties until the CNDC has issued its decision under Sections 14 or 15 of the Law. The CNDC has the power to authorize the transaction, subject it to certain conditions, or reject it.
Section 11 of the Law sets out the following exemptions to the mandatory notification obligation:
(a) Acquisitions where the buyer already held more than 50% of the shares, provided there is no change in the nature of control.
(b) Acquisitions of bonds, debentures, non-voting shares, or debt securities.
(c) Acquisitions of a single company by a single foreign company with no prior assets (excluding residential property), shares, or significant export activity in Argentina during the preceding 36 months.
(d) Acquisitions of companies with no business activity in Argentina during the preceding year, unless the principal activities of the target and the acquirer are coincident.
(e) Exemption for transactions below certain thresholds: A transaction is exempt when both the transaction value and the value of assets in Argentina do not exceed, each respectively, 20 million Mobile Unit (currently ARS 29,001,000,000, approximately USD 19.0 million). The exemption is lost if accumulated transactions in the same relevant market exceed this threshold in the prior 12 months, or 60 million Mobile Unit (currently ARS 87,003,000,000, approximately USD 56.9 million) in the prior 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.
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Money laundering
For more information about money laundering, see “Item 10. Additional Information—D. Exchange Controls—Money Laundering.”
Environmental Law
Our activities are subject to several national, provincial, and municipal environmental provisions.
Section 41 of the Argentine Constitution, as amended in 1994, provides that all Argentine inhabitants have the right to a healthy and balanced environment fit for human development and have the duty to preserve it. Environmental damage shall bring about primarily the obligation to restore it as provided by applicable law. The authorities shall control the protection of this right, the rational use of natural resources, the preservation of the natural and cultural heritage and of biodiversity and shall also provide for environmental information and education. The Argentine Government has the authority to establish minimum standards for environmental protection whereas provincial and municipal Argentine governments have the authority to fix specific standards and regulatory provisions.
On November 6, 2002, the Argentine Congress passed Law No. 25,675, which regulates the minimum standards for the achievement of a sustainable environment and the preservation and protection of biodiversity and fixes environmental policy goals.
Law No. 25,675 establishes the activities that will be subject to an environmental impact assessment procedure and certain requirements applicable thereto. In addition, this law sets forth the duties and obligations that will be triggered by any damage to the environment and mainly provides for restoration of the environment to its former condition or, if that is not technically feasible, for payment of compensation in lieu thereof. This law also fosters environmental education and provides for certain minimum reporting obligations to be fulfilled by natural and legal entities.
On August 4, 2004, the Argentine Congress passed Law No. 25,916 by means of which the minimum environmental protection guidelines for the integral management of residential, commercial and industrial waste were established. This law denotes integral management as a set of interdependent and complementary activities, which make up a process of actions for the management of household waste (that includes residence, urban, commercial and/or industrial, among others) in order to protect the environment and the population’s quality of life. This law establishes that the integral management of household waste consists of the following stages: generation, initial disposal, collection, transfer, transportation, treatment and final disposal. Competent authorities are determined by local jurisdictions.
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. IRSA is 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. IRSA’s 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.
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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 within 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.
Our agricultural activities allow us to engage with communities throughout Argentina, as we have farms extending from Salta to Santa Cruz. We address the social challenges presented by each region and we listen to the communities and provide tailored responses to support their development.
We work with schools, community centers and NGOs throughout Argentina. At the eight rural schools located in Salta, Santa Fe and Chaco, our Social Responsibility programs focus on education, health and environmental stewardship, and we have also carried out building improvements. At our “Los Pozos” farm, located in northern Argentina and home to six rural schools, many students are pursuing and completing their secondary education remotely through satellite internet. We plan to continue improving educational opportunities by working together with civil society organizations.
We promote transformations that stimulate economic activity in the regions where we operate, together with access to social, healthcare and educational services, as well as housing and improved 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 through its core activities and also seeks to play a role in fostering innovation, social cohesion and new opportunities.
Environmental Management
Environmental management is a commitment undertaken by CRESUD, as set forth in its Environmental Policy and reflected in its day-to-day operations.
| · | 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 increased production. We care about our relationship with our people and with the communities in which we choose to work and 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. |
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We are aware of the impacts of our activities and strive to prevent and mitigate them. The responsible management of natural and human resources and the protection of the environment are part of our daily activities:
| · | We comply with applicable and current regulations at the municipal, provincial, and national levels. |
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| · | We assess the environmental aspects and impacts of our operations and adopt preventive and control measures to reduce and mitigate them. We work in interdisciplinary teams to address such impacts and 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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| · | We open our farms to the community, regulatory authorities, customers, suppliers, employees and other stakeholders to share our operating model, technological innovations and results achieved. |
Environmental Certifications
2BSvs program (Biomass Biofuels Sustainability voluntary scheme):
The 2BSvs certification is a French scheme applicable in the European Union and aimed at the sustainable production of biomass. It establishes sustainability criteria for biomass intended for use in biofuels. The raw material must come from land that was already used for agricultural purposes as of January 1, 2008. There must be documentary traceability between the soybeans produced and the biodiesel distributed in Europe. Biofuels must demonstrate greenhouse gas emission savings of 35% compared with fossil fuels, among other requirements related to good agricultural, environmental, social and labor practices.
During the 2025/2026 campaign, we marketed a total volume of 7,686.49 tons of soybeans under the 2BSvs certification scheme.
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 for, and relationships with, local communities, care for the environment and production under good agricultural practices.
This standard guarantees deforestation- and conversion-free soybean production, using 2009 as the cut-off date for native forests. The RTRS certification for Responsible Soy Production is valid for five years and involves mandatory annual follow-up audits.
CRESUD began certifying soybeans under RTRS standards in 2023 at the El Tigre farm, located in the province of La Pampa. Subsequently, we incorporated the La Gramilla farm, in the province of San Luis, consolidating our path towards increasingly sustainable production. In the following years, we continued expanding the certification to additional owned farms, such as San Pedro (Entre Ríos) and Los Sauces (La Pampa), as well as leased farms: Los Talas (Entre Ríos), Chapultepec and El Descanso (Buenos Aires), and El Chara and La Celia (Córdoba).
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During 2026, the certification continued to expand with the incorporation of the leased farms El Cerrito and La Tercera, in the province of Córdoba, and Santa Rosa, in the province of San Luis.
With this expansion, we reached a total of 22,453 hectares of certified soybean and corn under the RTRS standard, distributed among 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 their 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 2025/2026 season, we marketed a total volume of 891.68 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. | Promote the treatment of rural workers and communities with dignity and respect. |
The ProTerra seal on product packaging enables companies to communicate directly to consumers and other stakeholders their commitment to sustainability and the use of non-GMO ingredients. The ProTerra seal guarantees the consumer that the product was produced in a sustainable and traceable manner and meets non-GMO requirements.
During the 2025/2026 campaign, we allocated a total of 12,356.8 hectares to the production of non-genetically modified (non-GMO) soybeans.
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Indigo – Regenerative Agricultural Practices Recognition Program
During the 2025/2026 season, we participated with a volume of 8,000 tons of yellow corn and 5,200 tons of soybeans, from fields where recognized regenerative agricultural practices were implemented. These practices include no-till seeding, cover crops and use of biological products.
Carbon Footprint – Bunge
During the 2025/2026 season, we participated in the Carbon Footprint measurement initiative promoted by Bunge, with the objective of quantifying greenhouse gas emissions associated with soybean production and contributing to greater transparency throughout the value chain.
Under this program, we allocated 5,551.31 tons of soybeans whose carbon footprint was calculated based on the collection and analysis of information corresponding to the different stages of the production process.
EPA
EPA soybeans are produced under a sustainable production scheme that ensures compliance with environmental and traceability criteria, including that production does not originate from areas deforested since 2007.
During the 2025/2026 season, we marketed a volume of 3,000 tons of EPA soybeans.
RWS (Responsible Wool Standard):
RWS is a global voluntary standard that addresses sheep welfare and land management practices, providing key differentiation and full wool traceability. The International Agricultural Organization, 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 containing between 5% and 99% certified wool. Only products containing 100% certified wool can be labeled with the RWS logo. The standard helps protect animal welfare, preserve soil health and ensure supply chain traceability.
Our 8 de Julio farm, located in the province of Santa Cruz, received RWS certification in April 2022 for good shearing practices and is audited annually to ensure compliance with the requirements established by the standard.
Technological Innovation
We know that the incorporation of new technologies contributes not only to improving the productivity and efficiency of our operations but also to making our activities increasingly sustainable and resource-efficient. In a context of increasing development and adoption of new technological solutions applied to agriculture in Argentina, we continued to make progress in the digitalization, connectivity, and generation and analysis of information across our farms. In this regard:
| · | We continued implementing good agricultural practices, including crop rotation, no-till seeding, cover crops and integrated pest and weed management, seeking to preserve soil quality, promote biodiversity and make efficient use of resources. |
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| · | We further developed precision agriculture and the efficient use of inputs through variable-rate seeding and fertilization according to the potential of each environment. We also made significant progress in the incorporation of camera-based selective spraying systems, which identify weeds and apply products only where needed, reducing the use of phytosanitary products. During the fiscal year, we expanded this technology across our operations in Argentina and began its implementation at BrasilAgro. |
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| · | We made progress in the digital monitoring of agricultural activities, integrating information from machinery, weather conditions and the characteristics of each application. These tools allow us to assess the best conditions for performing agricultural activities, monitor their execution in real time and improve both their efficiency and environmental performance. |
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| · | We expanded our network of weather stations and automatic rain gauges across owned farms and certain leased farms. The information collected is integrated with weather forecasts, allowing us to adjust forecasts to the specific conditions of each farm and improve production planning and decision-making. |
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| · | We continued incorporating high-resolution satellite images, drones and remote sensors to monitor crops, characterize environments and determine the productive capacity of soils. During the fiscal year, we also used these technologies to identify degraded areas and define specific regeneration and recovery strategies, as well as to perform selective vegetation controls. |
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| · | We further advanced the digitalization and centralization of production information, integrating data generated by our different platforms and tools into a single environment. This facilitates access to organized and systematized information, enables the development of new management dashboards and allows us to advance in the combined analysis of agronomic information, yield maps and costs to more accurately assess the productivity and margins of each environment. |
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| · | We incorporated new digital tools to collect information directly in the fields, including monitoring of lots, pests and diseases, machinery assessment and quality control of agricultural activities. The information is synchronized with our management platforms, facilitating its monitoring and analysis. |
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| · | We continued incorporating technology for more efficient management of natural resources. In irrigated fields, we monitor soil moisture, forecasts and satellite images to optimize water use, and we have underground drip irrigation systems to reduce losses. We also monitor indicators related to energy and water consumption, flora and fauna, and the quality of productive soils and reserve areas. |
Fundación IRSA
For the past 30 years, Fundación IRSA has promoted initiatives aimed at fostering the holistic development and well-being of individuals, based on the belief that education, well-being and social inclusion are pillars for building a society with greater opportunities. Created in 1996, the Foundation has evolved from a model focused on supporting social organizations to a strategy based on long-term partnerships, knowledge generation and social innovation. We believe that the most complex social challenges require collaborative efforts among companies, civil society organizations and other social actors.
Our social investment strategy is organized around three areas that guide our work and reflect our commitment to the sustainable development of individuals and communities:
| · | Education: We understand education as a fundamental tool to expand opportunities and strengthen personal and collective development. We support training programs, access to culture and educational research, strengthening both formal and non-formal education. For more than a decade, we have supported the Argentinos por la Educación Observatory, which produces evidence aimed at contributing to the improvement of public policies. We also participate in the Literacy and Secondary Education Advocacy Table of the Group of Foundations and Companies (“GDFE”), promoting initiatives aimed at improving learning outcomes throughout the country. |
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We strengthened the development of the Jóvenes en Valores program, an initiative that supports adolescents and young people in building their identity, strengthening their roots and developing a meaningful life project. Through educational and community experiences, the program fosters peer interaction, the development of a sense of belonging and engagement with their communities, providing tools for their personal development and civic participation.
In addition, we continued to strengthen MultipliDAR, our solidarity participation program, which promotes the involvement of IRSA employees by providing matching contributions to donations they make to social organizations, thereby strengthening a culture of engagement and collective action.
| · | Human well-being: We understand well-being as a comprehensive condition encompassing physical, emotional and social health. Since 2014, we have supported more than 20 hospitals and healthcare centers throughout the country through the provision of state-of-the-art equipment and technology, helping improve their capacity to provide care and access to quality healthcare services. At the same time, we promote the continuous training of healthcare professionals. |
Through the Nutrir Program, we provide ongoing support to community kitchens by supplying fresh and nutritious food, and we expanded the program’s geographic reach and promoting access to healthy food for more families.
With a focus on emerging challenges, during 2026 we began exploring initiatives related to mental health, developing partnerships and learning opportunities together with specialized organizations. This process allowed us to identify opportunities to further strengthen individuals’ overall well-being and guide future lines of action.
| · | Inclusion: We work to expand opportunities for social and labor inclusion, providing tools that promote individual autonomy and development. In this context, we strengthened vocational training programs together with specialized organizations, promoting training paths that improve employment opportunities and contribute to the development of sustainable life projects, particularly for individuals facing situations of significant social and housing vulnerability. |
At the same time, we strengthened our work with Red por la Infancia to promote safe environments for children and adolescents. Through research, certifications, awareness materials and training activities, we promote the prevention of and response to violence, while strengthening institutional capabilities. During the past year, we incorporated digital safety as a priority area, developing tools and campaigns that promote the responsible use of technology and the protection of the rights of children and adolescents in digital environments.
Our Commitment
As Fundación IRSA celebrates its 30th anniversary, we reaffirm our commitment to continuing to evolve in response to the challenges of each period.
During 2026, we worked with 69 social organizations, promoting initiatives that reached thousands of people throughout the country, with a direct social investment of ARS 3,301,215,040. These results reflect an approach based on continuity, trust and commitment to organizations with an in-depth understanding of the realities of their communities.
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Fundación Puerta 18
Fundación Puerta 18 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 10,000 young people have received free training, and more than 400 have found employment in areas related to their training at the institution. This sustained growth reaffirms the Foundation’s commitment to creating real opportunities for young people. As a result of the recognition granted by ARCA pursuant to Section 81(c) of the Income Tax Law, donations received continue to be deductible from income tax, which has allowed the Foundation to strengthen partnerships with companies and expand the impact of its activities.
Fundación Puerta 18’s educational approach continues to focus 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 and Robotics, among others. In addition, the Foundation has an updated Child and Youth Protection Policy designed in accordance with the guidelines of international organizations, which ensures a safe, respectful and caring environment for all participants.
Fundación Puerta 18 currently serves more than 80 young people per day through a program that integrates art, technology and personal development. Its work is organized into two main stages: for adolescents aged 13 to 18, it offers recreational and exploratory experiences that encourage the discovery of interests and exposure to different creative and technological disciplines; while for young people aged 18 to 24, the program focuses on developing technical and professional skills aimed at strengthening their education and labor market integration. Through courses, employability programs and partnerships with companies and institutions, the Foundation promotes the development of sustainable educational and professional paths.
In its work with adolescents, Puerta 18 implemented Technovation Girls for the second consecutive year, engaging young people in the creation of technological solutions to challenges affecting their communities, with the aim of reducing the gender gap in technology. Puerta 18 also renewed its participation in the “Vinculación con el Futuro” program (formerly ACAP, Work and Higher Education Orientation Activities) of the Ministry of Education of the City of Buenos Aires, expanding opportunities for high school students to gain exposure to the professional and academic worlds through technology, programming and design projects.
The institution also strengthened its commitment to digital literacy and the responsible use of new technologies. In collaboration with organizations such as Chicos.net, TikTok and Chicas en Tecnología, it promoted activities related to artificial intelligence, digital identity, prevention of gambling addiction in digital environments and data analysis, encouraging young people to develop a critical and creative perspective on the technological tools that are part of their daily lives. In addition, the partnership with Fundación Tzedaká was renewed to support young beneficiaries of the IDEA Scholarship, contributing to the continuation of their secondary education and strengthening their educational paths.
In the training area for young people aged 18 to 24, several courses and workshops were offered in disciplines related to the creative and technology sectors, including Graphic Design, Front-End and Back-End Programming, Marketing, Community Management, Photography, Storytelling, Artificial Intelligence applied to different professional profiles, Editorial Illustration and Project Management. These initiatives continued to incorporate cross-cutting content on financial education, socio-emotional skills and comprehensive sex education, strengthening a comprehensive approach to training for labor market integration.
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Initiatives focused on youth employability were particularly noteworthy. The Foundation launched the first edition of the IRSA First Employment Program, through which five young people were hired in formal positions for four months, allowing them to gain practical work experience and strengthen their skills for future professional opportunities. It also continued to develop job placement and employment training initiatives together with strategic partners such as EMpower and Ashoka.
Regarding access to educational opportunities, through the Digitar 2026 project, training scholarships at Digital House were awarded to young participants, allowing them to specialize in artificial intelligence applied to programming, user experience, marketing and content production.
During this period, institutional partnerships and collaborative work with national and international organizations were also strengthened. Puerta 18 participated in EMpower’s Community of Practice, once again received support from the Agence Française de Développement through a donation of technological equipment, and continued joint initiatives with Fundación Navarro Viola, promoting intergenerational exchange through digital skills workshops for older adults taught by graduates of the organization.
The educational program was also recognized by various participants in the social and technology ecosystem. A team of young people from Puerta 18 received the Ciena Solutions Challenge Sustainability Award for developing an application designed to facilitate the identification of safe foods for people with food intolerances and other food-related medical conditions, highlighting the potential of young people to develop innovative solutions to specific challenges faced by their communities. The organization also continued to expand its institutional visibility through participation in the media, specialized events and coordination forums with public agencies, companies and social organizations.
Taken together, these initiatives reflect the consolidation of Puerta 18’s model as a program that combines education, technological innovation, creativity, personalized support and the creation of concrete opportunities for young people, strengthening their life projects and expanding their opportunities for educational, social and labor inclusion.
Subsequent to the end of the fiscal year, on August 11, 2026, a ceremony was held at which Puerta 18 received the declaration recognizing it as an Entity of Educational Interest by the Legislature of the City of Buenos Aires, in recognition of its contribution to the development of technological, creative and professional skills among young people. This recognition reaffirms the value and relevance of the educational program promoted by the Foundation.
Fundación Museo de los Niños
The Museo de los Niños Abasto is an interactive museum that recreates the spaces of a city and encourages children to explore the different activities that take place within it. There, children and adults have fun while learning through play about the everyday 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. Through each of its activities, it seeks to promote and convey fundamental values such as equality, respect, solidarity and tolerance.
Based on the Declaration of the Rights of the Child, it has been designed to foster the development of each child’s potential: “learning by doing” and “playing and having fun while learning.”
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The Museum is dedicated to children up to 12 years old, their families and educators and, through them, to the community. For the youngest children, up to three years old, it has two soft rooms specially designed to stimulate their activity.
In addition, it has an Auditorium where shows, training sessions, conferences, book presentations and various events are held.
Through its scheduled activities, we aim to offer children a series of learning experiences that encourage solidarity and commitment to society as a whole through play, imagination and participation.
As in prior years, income from the Annual Winter Vacation event, family days held by various companies and institutions, and advance ticket sales continued to provide a fundamental and recurring source of financial support for the Foundation.
The number of companies providing support through sponsorship increased, while individual and school visits and birthday celebrations continued.
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 Government of the City of Buenos Aires; |
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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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| · | endorsed by the Secretariat of Education of the Government of the City of Buenos Aires pursuant to Resolution No. 537. |
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C. Organizational Structure
Subsidiaries and associated companies
The following table includes a description of our subsidiaries and associated companies as of June 30, 2026:
Companies |
| Effective Ownership and Voting Power Percentage |
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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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Subsidiaries |
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Brasilagro Companhia Brasileira de Propiedades Agrícolas |
| 35.22%(2)(3)
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| Brasilagro is mainly involved in four areas: sugar cane, crops and cotton, forestry activities, and livestock. |
Futuros y Opciones.Com S.A.
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| 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)
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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.
|
IRSA Inversiones y Representaciones Sociedad Anónima |
| 55.14%(2)
|
| It is a leading Argentine company devoted to the development and management of real estate.
|
|
|
|
|
|
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. |
.
| 135 |
| Table of Contents |
D. Property, Plants and Equipment
Overview of Agricultural Properties
As of June 30, 2026, we owned, together with our subsidiaries, 26 farmlands, which have a total surface area of 581,983 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) |
| ||
| 1 |
|
| El Recreo |
| Catamarca |
| Argentina |
|
| 12,395 |
|
| May ‘95 |
| Natural woodlands |
|
| 782 |
|
| 2 |
|
| Los Pozos |
| Salta |
| Argentina |
|
| 231,746 |
|
| May ‘95 |
| Cattle/ Agriculture/ Natural woodlands |
|
| 94,232 |
|
| 3,4 |
|
| San Nicolás/Las Playas (2) |
| Santa Fe/Córdoba |
| Argentina |
|
| 2,893 |
|
| May ‘97 |
| Agriculture/ Dairy |
|
| 46,640 |
|
| 5 |
|
| La Gramilla/ Santa Bárbara |
| San Luis |
| Argentina |
|
| 7,072 |
|
| Nov ‘97 |
| Agriculture Under irrigation |
|
| 32,138 |
|
| 6 |
|
| La Suiza |
| Chaco |
| Argentina |
|
| 26,371 |
|
| Jun ‘98 |
| Agriculture/ Cattle |
|
| 29,173 |
|
| 7 |
|
| El Tigre |
| La Pampa |
| Argentina |
|
| 7,860 |
|
| Apr ‘03 |
| Agriculture/ Dairy |
|
| 22,202 |
|
| 8 |
|
| San Pedro |
| Entre Rios |
| Argentina |
|
| 3,584 |
|
| Sep ‘05 |
| Agriculture |
|
| 21,985 |
|
| 9 |
|
| 8 De Julio/ Estancia Carmen |
| Santa Cruz |
| Argentina |
|
| 100,911 |
|
| May ‘07/ Sep ‘08 |
| Sheep |
|
| 5,704 |
|
| 10 |
|
| Administración Cactus |
| San Luis |
| Argentina |
|
| 171 |
|
| Dec ‘97 |
| Natural woodlands |
|
| 605 |
|
| 11 |
|
| Los Sauces |
| La Pampa |
| Argentina |
|
| 1,250 |
|
| Jun ‘23 |
| Agriculture |
|
| 8,333 |
|
| 12 |
|
| Finca Mendoza |
| Mendoza |
| Argentina |
|
| 674 |
|
| Mar ‘11 |
| Natural woodlands |
|
| 1,214 |
|
| 13 |
|
| Establecimiento Mendoza |
| Mendoza |
| Argentina |
|
| 9 |
|
| Nov’03 |
| Natural woodlands |
|
| 2,665 |
|
14/27 |
|
| Brasilagro (3) |
|
|
| Brasil/ Bolivia/ Paraguay |
|
| 187,047 |
|
|
|
| Agriculture/ Forestry/Cattle |
|
| 478,708 |
|
|
|
|
|
|
|
|
|
|
| 581,983 |
|
|
|
|
|
|
| 744,381 |
|
(1) | Acquisition costs plus improvements and furniture necessary for the production, less depreciation. Shefa. |
(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, 2026, we owned, together with our subsidiaries, 13 farmlands, which have a total surface area of 187,047 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 |
|
| 8,886 |
|
| Agriculture |
|
| 57,409 |
|
|
| 39 |
|
Alto Taquari Farmland |
| Alto Taquari/MT |
|
| 1,373 |
|
| Agriculture |
|
| 817 |
|
|
| 1 |
|
Chaparral Farmland |
| Correntina/BA |
|
| 24,841 |
|
| Agriculture |
|
| 48,658 |
|
|
| 33 |
|
Nova Buriti Farmland |
| Januária/MG |
|
| 24,212 |
|
| Forestry |
|
| 7,069 |
|
|
| 5 |
|
São José Farmland |
| Maranhão/MA |
|
| 17,566 |
|
| Agriculture |
|
| 36,204 |
|
|
| 24 |
|
Marangatu/ Udra Farmlands |
| Boqueron Paraguay |
|
| 58,523 |
|
| Agriculture |
|
| 73,791 |
|
|
| 50 |
|
Arrojadinho Farmland |
| Barreiras/BA |
|
| 16,644 |
|
| Agriculture |
|
| 53,053 |
|
|
| 36 |
|
Rio do Meio Farmland |
| Correntina/BA |
|
| 9,845 |
|
| Agriculture |
|
| 65,072 |
|
|
| 44 |
|
Serra Grande Farmland |
| Piaui/BA |
|
| 4,489 |
|
| Agriculture |
|
| 12,472 |
|
|
| 8 |
|
Las Londras/San Rafael/ La Primavera |
| Bolivia |
|
| 9,875 |
|
| Agriculture |
|
| 37,727 |
|
|
| 25 |
|
Panamby Farmland |
| Mato Grosso/BA |
|
| 10,793 |
|
| Agriculture |
|
| 86,436 |
|
|
| 58 |
|
|
|
|
|
| 187,047 |
|
|
|
|
| 478,708 |
|
|
| 323 |
|
Overview of Urban Properties and investment business
IRSA 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.
| 136 |
| Table of Contents |
The following table sets forth certain information about our properties as of June 30, 2026:
Property |
| Date of Acquisition |
|
| Leasable/ Sale sqm/ Rooms (1) |
|
| Location |
| Net Book Value ARS (2) |
|
| Use |
| Occupancy rate (6) |
| ||||
Bouchard Plaza 551 |
| Mar-07 |
|
|
| - |
|
| City of Buenos Aires, Argentina |
|
| 3,661 |
|
| Office Rental |
|
| N/A |
| |
Intercontinental Plaza building |
| Dec-14 |
|
|
| 2,979 |
|
| City of Buenos Aires, Argentina |
|
| 10,408 |
|
| Office Rental |
|
| 100.00 | % | |
Dot building |
| Nov-06 |
|
|
| 11,242 |
|
| City of Buenos Aires, Argentina |
|
| 55,875 |
|
| Office Rental |
|
| 100.00 | % | |
Zetta building |
| May-19 |
|
|
| 32,173 |
|
| City of Buenos Aires, Argentina |
|
| 195,009 |
|
| Office Rental |
|
| 100.00 | % | |
Phillips building |
| Jun-17 |
|
|
| 8,419 |
|
| City of Buenos Aires, Argentina |
|
| 25,354 |
|
| Office Rental |
|
| 81.30 | % | |
Other Properties(5) |
|
| N/A |
|
|
| N/A |
|
| City of Buenos Aires, Argentina |
|
| 31,009 |
|
| Other Rentals |
|
| N/A |
|
Abasto Shopping |
| Nov-99 |
|
|
| 39,428 |
|
| City of Buenos Aires, Argentina |
|
| 306,754 |
|
| Shopping Mall |
|
| 95.10 | % | |
Alto Palermo |
| Dec-97 |
|
|
| 21,111 |
|
| City of Buenos Aires, Argentina |
|
| 314,331 |
|
| Shopping Mall |
|
| 96.60 | % | |
Alto Avellaneda |
| Dec-97 |
|
|
| 42,261 |
|
| Province of Buenos Aires, Argentina |
|
| 229,416 |
|
| Shopping Mall |
|
| 99.10 | % | |
Alcorta shopping (15) |
| Jun-97 |
|
|
| 16,048 |
|
| City of Buenos Aires, Argentina |
|
| 207,269 |
|
| Shopping Mall |
|
| 100.00 | % | |
Patio Bullrich |
| Oct-98 |
|
|
| 11,472 |
|
| City of Buenos Aires, Argentina |
|
| 93,388 |
|
| Shopping Mall |
|
| 91.80 | % | |
Alto Noa Shopping |
| Mar-95 |
|
|
| 19,614 |
|
| City of Salta, Argentina |
|
| 62,479 |
|
| Shopping Mall |
|
| 88.90 | % | |
Mendoza Plaza Shopping |
| Dec-94 |
|
|
| 41,637 |
|
| City of Mendoza, Argentina |
|
| 100,377 |
|
| Shopping Mall |
|
| 98.80 | % | |
Los Gallegos |
| Jun-26 |
|
|
| 10,400 |
|
| Province of Buenos Aires, Argentina |
|
| 22,320 |
|
| Shopping Mall |
|
| N/A |
| |
Oeste Outlet |
| Sep-25 |
|
|
| 23,800 |
|
| Province of Buenos Aires, Argentina |
|
| 14,850 |
|
| Land Reserve |
|
| N/A |
| |
Alto Rosario Shopping |
| Nov-04 |
|
|
| 35,016 |
|
| City of Rosario, Argentina |
|
| 231,785 |
|
| Shopping Mall |
|
| 99.10 | % | |
Córdoba shopping (11) |
| Dec-06 |
|
|
| 15,424 |
|
| City of Córdoba, Argentina |
|
| 73,146 |
|
| Shopping Mall |
|
| 98.00 | % | |
Dot Baires Shopping |
| May-09 |
|
|
| 47,329 |
|
| City of Buenos Aires, Argentina |
|
| 271,025 |
|
| Shopping Mall |
|
| 97.50 | % | |
Terrazas de Mayo |
| Dec-24 |
|
|
| 33,717 |
|
| Province of Buenos Aires, Argentina |
|
| 75,972 |
|
| Shopping Mall |
|
| 95.50 | % | |
Soleil Premium Outlet |
| Jul-10 |
|
|
| 15,477 |
|
| Province of Buenos Aires, Argentina |
|
| 109,056 |
|
| Shopping Mall |
|
| 99.50 | % | |
Distrito Arcos |
| Dec-14 |
|
|
| 14,194 |
|
| City of Buenos Aires, Argentina |
|
| 30,417 |
|
| Shopping Mall |
|
| 100.00 | % | |
Alto Comahue |
| Mar-15 |
|
|
| 11,503 |
|
| City of Neuquén, Argentina |
|
| 96,513 |
|
| Shopping Mall |
|
| 99.00 | % | |
Patio Olmos |
| Sep-07 |
|
|
| - |
|
| City of Córdoba, Argentina |
|
| 13,337 |
|
| Shopping Mall |
|
| N/A |
| |
Beruti Parking Space |
| N/A |
|
|
| - |
|
| City of Buenos Aires, Argentina |
|
| 5,830 |
|
| Shopping Mall |
|
| N/A |
| |
Caballito –Ferro plot of land |
| Jan-99 |
|
|
| 75,277 |
|
| City of Buenos Aires, Argentina |
|
| 49,049 |
|
| Land Reserve |
|
| N/A |
| |
Luján plot of land |
| May-08 |
|
|
| 1,152,106 |
|
| Province of Buenos Aires, Argentina |
|
| 12,570 |
|
| Mixed uses |
|
| N/A |
| |
Ramblas del Plata |
| Jul-97 |
|
|
| 537,984 |
|
| City of Buenos Aires, Argentina |
|
| 505,078 |
|
| Other Rentals |
|
| N/A |
| |
Beruti and Coronel Diaz building |
| Jun-22 |
|
|
| 7,800 |
|
| City of Buenos Aires, Argentina |
|
| 13,724 |
|
| Other Rentals |
|
| N/A |
| |
Paseo Colon 245 Building |
| May-23 |
|
|
| 9,500 |
|
| City of Buenos Aires, Argentina |
|
| 7,350 |
|
| Other Rentals |
|
| N/A |
| |
261 Della Paolera |
| Dec-20 |
|
|
| 3,740 |
|
| City of Buenos Aires, Argentina |
|
| 29,609 |
|
| Offices and Other Rentals |
|
| 100.00 | % | |
Other Land Reserves (4) |
| N/A |
|
|
| N/A |
|
| City and Province of Buenos Aires |
|
| 140,281 |
|
| Land Reserve |
|
| N/A |
| |
Other Developments (14) |
| N/A |
|
|
| N/A |
|
| City of Buenos Aires, Argentina |
|
| 886 |
|
| Properties under development |
|
| N/A |
| |
Buildable potentials (13) |
| N/A |
|
|
| N/A |
|
| City of Buenos Aires, Córdoba and Santa Fé |
|
| 39,109 |
|
| Other Rentals |
|
| N/A |
| |
Nazca y Terrada - plot of land |
| Oct-25 |
|
|
| 11,083 |
|
| City of Buenos Aires, Argentina |
|
| 10,328 |
|
| Other Rentals |
|
| N/A |
| |
Intercontinental Hotel (7) (12) |
| Nov-97 |
|
|
| 313 |
|
| City of Buenos Aires, Argentina |
|
| 15,335 |
|
| Hotel |
|
| 73.10 | % | |
Libertador Hotel (8) (12) |
| Mar-98 |
|
|
| 200 |
|
| City of Buenos Aires, Argentina |
|
| 7,694 |
|
| Hotel |
|
| 67.00 | % | |
Llao Llao Hotel (9)(10) (12) |
| Jun-97 |
|
|
| 205 |
|
| City of Bariloche |
|
| 37,932 |
|
| Hotel |
|
| 49.80 | % | |
Others (3) |
| N/A |
|
|
| N/A |
|
| City and Province of Buenos Aires |
|
| 5,429 |
|
| 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: San Luis Plot, Annexed to Dot Plot, Mendoza Plot, Casona Hudson Plot, Mendoza 2992 East Av. Plot, Mendoza Bandera de los Andes 3027 plot, Güemes 902 plot (Conil), Neuquén plot, La Plata plot, Varela plot, Annexed to Alto Avellaneda Plot, Manzana 35 Caballito plot, Philips Linderos – Zetta Building Expansion, Rosario district, Intercontinental II. |
(5) | Includes the following properties: Anchorena 665, Anchorena 545 (Chanta IV), Zelaya 3102 and 3103, Av Córdoba 633/637 building, Prourban, Beruti 3330/3336/3358 Paseo del sol, Bankboston Tower, Peron 925, La Adela. |
(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) | Expressed in number of rooms. |
(13) | Includes buildable potentials related to the following shopping malls: Patio Bullrich, Alto Palermo, Terrazas de Mayo. |
(14) | Includes PH Office Park. |
(15) | Includes “Ocampo parking spaces”. |
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| Table of Contents |
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 |
|
| 70,581 |
|
|
| 195,138 |
|
Vehicles |
| Theft, fire and civil and third parties liability |
|
| 4,157 |
|
|
| 1,413 |
|
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 IRSA’s businesses throughout the whole Argentine territory. IRSA is 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 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 IRSA’s insurers. These insurance policies have all the specifications, limits and deductibles that IRSA believes are adequate for the risks to which IRSA is exposed in its daily operations. IRSA also purchased civil liability insurance to cover its 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.
Item 4A. Unresolved Staff Comments
This item is not applicable.
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| Table of Contents |
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. See “Disclaimer Regarding Forward-Looking Statements.”
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, 2026, 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, 2026). See “Item 3. Key Information—D. Risk Factors—Risks Relating to Argentina—Inflation could adversely affect the Argentine economy and our operational results.”
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.
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.
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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.
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 adjusted at that time by the 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.
IRSA’s lease contracts also provide that common area maintenance charges and collective promotion funds of the Company’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 Company makes the original payment for such expenses, which are then reimbursed by the lessees. The Company 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 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 |
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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 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 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.
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 issue insurances or to mortgage the lands in favor of IRSA as a guarantee. In the event the developer does not fulfill its obligations, IRSA forecloses on the land through the execution of the mortgage of the surety insurances, together with a cash penalty.
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. 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 considers 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.
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| · | 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.
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, |
| |||||||||
|
| 2026 |
|
| 2025 |
|
| 2024 |
| |||
|
| (inter‑annual data) |
| |||||||||
GDP (1) |
|
| 2.0 | % |
|
| 6.3 | % |
|
| (1.7 | )% |
Inflation (IPIM) (2) |
|
| 33.7 | % |
|
| 21.2 | % |
|
| 284.4 | % |
Inflation (CPI) |
|
| 33.5 | % |
|
| 39.4 | % |
|
| 271.5 | % |
Depreciation of the Peso against the U.S. dollar |
| (23.1%) |
|
| (31.9%) |
|
| (255.0%) |
| |||
Average exchange rate per USD 1.00 (3) |
| ARS 1,477.5 |
|
| ARS 1,200.5 |
|
| ARS 910.5 |
| |||
(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 INDEC. |
(3) | Represents average of the selling and buying exchange rate quoted by Banco de la Nación Argentina as of June 30. As of October 19, 2026, the exchange rate was ARS 1,520.0 per U.S. dollar. |
Sources: INDEC and Banco de la Nación Argentina.
Argentine GDP increased 2.0% interannually during the second quarter of 2026, compared to an increase of 6.3% in the same period of 2025. In Argentina, shopping mall sales at current prices in the month of June 2026 relevant to the survey reached a total of ARS 685,447 million, which represents an increase of 13.4% compared to June 2025. Accumulated sales for the first six months of 2026 represent a 16.5% increase in current terms and a 2.7% decrease in real terms as compared to the same period of 2025. The monthly EMAE as of June 30, 2026, increased by 0.8% compared to the previous month and 2.7% compared to the same month in 2025. According to the INDEC, during the second quarter of 2026, the unemployment rate was 7.9% of the country’s economically active population, compared to 7.6% during the second quarter of 2025. On the other hand, in the second quarter of 2026, the activity rate stood at 48.9% compared to 48.1% in the same quarter of the previous year, while the employment rate was 45.0% compared to 44.5% in the second quarter of 2025.
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 2026, 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.
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Effects of inflation
The following are annual inflation rates during the fiscal years indicated, based on information published by the INDEC, an entity under the Argentine Ministry of Economy.
|
| Consumer price index |
|
| Wholesale price index |
| ||
Fiscal year ended June 30, |
| (inter‑annual data) |
| |||||
2024 |
|
| 271.5 | % |
|
| 284.4 | % |
2025 |
|
| 39.4 | % |
|
| 21.2 | % |
2026 |
|
| 33.5 | % |
|
| 33.7 | % |
The current structure of IRSA’s lease contracts for shopping mall tenants generally includes provisions that provide for payment of variable rent, which is a percentage of IRSA’s shopping mall tenants’ sales. Therefore, the projected cash flows for these shopping malls generally are highly correlated with GDP growth and consumption power.
For the leases of spaces at our shopping malls we use for most tenants a standard lease agreement, the terms and conditions of which are described elsewhere in this Annual Report. However, our largest tenants generally negotiate better terms for their respective leases. No assurance can be given that lease terms will be as set forth in the standard lease agreement.
The rent specified in our leases generally is the higher of (i) a monthly base rent and (ii) a specified percentage of the store’s monthly gross sales, which generally ranges between 2% and 12% of such sales. In addition, pursuant to the rent escalation clause in most of our leases, a tenant’s base rent generally increases on a monthly or quarterly and cumulative basis following the IPC index. In the event of litigation regarding these adjustment provisions, there can be no assurance that we may be able to enforce such clauses contained in our lease agreements. See “Item 4. Information of the Company—Business Overview—Our Shopping Malls—Principal Terms of IRSA’s 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.
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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.
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 10. Additional Information—D. Exchange Controls.”
Fluctuations in the market value of our investment properties as a result of revaluations
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).
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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
Office buildings
During the year ended June 30, 2020, IRSA has incorporated as an investment property the “Della Paolera” building located in the Catalinas District in the City of Buenos Aires, which 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 and 2024, we sold and transferred floors of the building for a total area of approximately 1,197 sqm and 3,579 sqm, respectively. As of June 30, 2026, IRSA retains its rights for 3 floors of the building with an approximate leasable area of 3,740 sqm.
Shopping malls
During the fiscal year ended June 30, 2024, we maintained the same portfolio of operating shopping malls.
During the fiscal year ended June 30, 2025, IRSA incorporated “Terrazas de Mayo” to its portfolio after it 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.
During the fiscal year ended June 30, 2026, IRSA incorporated “Los Gallegos” to its portfolio after it completed the acquisition on June 9, 2026. This property is located in the city of Mar del Plata, Buenos Aires Province and has approximately 10,400 GLA sqm. On September 17, 2025, IRSA acquired “Al Oeste” shopping mall, which has approximately 20,000 GLA sqm and is located 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 Company’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, as of the date of this Annual Report is currently undergoing refurbishment and is not operational.
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. |
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| Table of Contents |
| · | 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 IRSA. |
|
|
|
| · | 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), Shefa, 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, 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 of the Company for the year ended June 30, 2026:
|
| 06.30.2026 |
| |||||||||||||||||||||||||
|
| 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 |
|
| 727,486 |
|
|
| 526,939 |
|
|
| 1,254,425 |
|
|
| (3,074 | ) |
|
| 133,734 |
|
|
| (5,722 | ) |
|
| 1,379,363 |
|
Costs |
|
| (602,060 | ) |
|
| (124,161 | ) |
|
| (726,221 | ) |
|
| 355 |
|
|
| (134,709 | ) |
|
| 989 |
|
|
| (859,586 | ) |
Initial recognition and changes in the fair value of biological assets and agricultural products at the point of harvest |
|
| (4,464 | ) |
|
| - |
|
|
| (4,464 | ) |
|
| - |
|
|
| - |
|
|
| 3,732 |
|
|
| (732 | ) |
Changes in the net realizable value of agricultural products after harvest |
|
| 19,113 |
|
|
| - |
|
|
| 19,113 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 19,113 |
|
Gross profit / (loss) |
|
| 140,075 |
|
|
| 402,778 |
|
|
| 542,853 |
|
|
| (2,719 | ) |
|
| (975 | ) |
|
| (1,001 | ) |
|
| 538,158 |
|
Net (loss) / gain from fair value adjustment of investment properties |
|
| (5,504 | ) |
|
| 195,067 |
|
|
| 189,563 |
|
|
| 676 |
|
|
| - |
|
|
| - |
|
|
| 190,239 |
|
Gain from disposal of farmlands |
|
| 633 |
|
|
| - |
|
|
| 633 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 633 |
|
General and administrative expenses |
|
| (56,565 | ) |
|
| (96,484 | ) |
|
| (153,049 | ) |
|
| 358 |
|
|
| - |
|
|
| 337 |
|
|
| (152,354 | ) |
Selling expenses |
|
| (88,505 | ) |
|
| (36,829 | ) |
|
| (125,334 | ) |
|
| 215 |
|
|
| - |
|
|
| 415 |
|
|
| (124,704 | ) |
Other operating results, net |
|
| (5,575 | ) |
|
| (33,674 | ) |
|
| (39,249 | ) |
|
| (24 | ) |
|
| 597 |
|
|
| 95 |
|
|
| (38,581 | ) |
Management fees |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| (27,169 | ) |
|
| - |
|
|
| (27,169 | ) |
| (Loss) / Profit from operations |
|
| (15,441 | ) |
|
| 430,858 |
|
|
| 415,417 |
|
|
| (1,494 | ) |
|
| (27,547 | ) |
|
| (154 | ) |
|
| 386,222 |
|
Share of profit of associates and joint ventures |
|
| 312 |
|
|
| 37,811 |
|
|
| 38,123 |
|
|
| 1,323 |
|
|
| - |
|
|
| - |
|
|
| 39,446 |
|
Segment (loss) / profit |
|
| (15,129 | ) |
|
| 468,669 |
|
|
| 453,540 |
|
|
| (171 | ) |
|
| (27,547 | ) |
|
| (154 | ) |
|
| 425,668 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reportable assets |
|
| 1,426,753 |
|
|
| 3,997,335 |
|
|
| 5,424,088 |
|
|
| (2,546 | ) |
|
| - |
|
|
| 1,823,097 |
|
|
| 7,244,639 |
|
Reportable liabilities (*) |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| (4,090,132 | ) |
|
| (4,090,132 | ) |
Net reportable assets |
|
| 1,426,753 |
|
|
| 3,997,335 |
|
|
| 5,424,088 |
|
|
| (2,546 | ) |
|
| - |
|
|
| (2,267,035 | ) |
|
| 3,154,507 |
|
Below is a summarized analysis of the lines of business of the Company 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 |
|
| 598,649 |
|
|
| 500,352 |
|
|
| 1,099,001 |
|
|
| (2,900 | ) |
|
| 128,254 |
|
|
| (3,519 | ) |
|
| 1,220,836 |
|
Costs |
|
| (516,513 | ) |
|
| (116,996 | ) |
|
| (633,509 | ) |
|
| 273 |
|
|
| (128,974 | ) |
|
| (3 | ) |
|
| (762,213 | ) |
Initial recognition and changes in the fair value of biological assets and agricultural products at the point of harvest |
|
| 23,658 |
|
|
| - |
|
|
| 23,658 |
|
|
| - |
|
|
| - |
|
|
| 3,047 |
|
|
| 26,705 |
|
Changes in the net realizable value of agricultural products after harvest |
|
| 6,199 |
|
|
| - |
|
|
| 6,199 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 6,199 |
|
Gross profit / (loss) |
|
| 111,993 |
|
|
| 383,356 |
|
|
| 495,349 |
|
|
| (2,627 | ) |
|
| (720 | ) |
|
| (475 | ) |
|
| 491,527 |
|
Net gain from fair value adjustment of investment properties |
|
| 16,649 |
|
|
| 12,199 |
|
|
| 28,848 |
|
|
| (3,374 | ) |
|
| - |
|
|
| - |
|
|
| 25,474 |
|
Gain from disposal of farmlands |
|
| 56,079 |
|
|
| - |
|
|
| 56,079 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 56,079 |
|
General and administrative expenses |
|
| (56,709 | ) |
|
| (92,285 | ) |
|
| (148,994 | ) |
|
| 399 |
|
|
| - |
|
|
| 354 |
|
|
| (148,241 | ) |
Selling expenses |
|
| (79,093 | ) |
|
| (32,196 | ) |
|
| (111,289 | ) |
|
| 169 |
|
|
| - |
|
|
| 143 |
|
|
| (110,977 | ) |
Other operating results, net |
|
| 15,966 |
|
|
| (22,970 | ) |
|
| (7,004 | ) |
|
| (5 | ) |
|
| 463 |
|
|
| (124 | ) |
|
| (6,670 | ) |
Management fees |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| (12,127 | ) |
|
| - |
|
|
| (12,127 | ) |
Profit / (loss) from operations |
|
| 64,885 |
|
|
| 248,104 |
|
|
| 312,989 |
|
|
| (5,438 | ) |
|
| (12,384 | ) |
|
| (102 | ) |
|
| 295,065 |
|
Share of (loss) / profit of associates and joint ventures |
|
| (1,380 | ) |
|
| 33,830 |
|
|
| 32,450 |
|
|
| 3,462 |
|
|
| - |
|
|
| - |
|
|
| 35,912 |
|
Segment profit / (loss) |
|
| 63,505 |
|
|
| 281,934 |
|
|
| 345,439 |
|
|
| (1,976 | ) |
|
| (12,384 | ) |
|
| (102 | ) |
|
| 330,977 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reportable assets |
|
| 1,386,939 |
|
|
| 3,685,868 |
|
|
| 5,072,807 |
|
|
| (804 | ) |
|
| - |
|
|
| 1,724,003 |
|
|
| 6,796,006 |
|
Reportable liabilities (*) |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| (3,839,539 | ) |
|
| (3,839,539 | ) |
Net reportable assets |
|
| 1,386,939 |
|
|
| 3,685,868 |
|
|
| 5,072,807 |
|
|
| (804 | ) |
|
| - |
|
|
| (2,115,536 | ) |
|
| 2,956,467 |
|
| 148 |
| Table of Contents |
Below is a summarized analysis of the lines of business for the year ended June 30, 2024:
|
| 06.30.2024 |
| |||||||||||||||||||||||||
|
| 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 |
| |||||||
|
| (million of ARS) |
| |||||||||||||||||||||||||
Revenues |
|
| 672,565 |
|
|
| 503,744 |
|
|
| 1,176,309 |
|
|
| (2,706 | ) |
|
| 110,690 |
|
|
| (3,091 | ) |
|
| 1,281,202 |
|
Costs |
|
| (559,338 | ) |
|
| (91,035 | ) |
|
| (650,373 | ) |
|
| 301 |
|
|
| (112,901 | ) |
|
| - |
|
|
| (762,973 | ) |
Initial recognition and changes in the fair value of biological assets and agricultural products at the point of harvest |
|
| 9,941 |
|
|
| - |
|
|
| 9,941 |
|
|
| - |
|
|
| - |
|
|
| 1,321 |
|
|
| 11,262 |
|
Changes in the net realizable value of agricultural products after harvest |
|
| 13,357 |
|
|
| - |
|
|
| 13,357 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 13,357 |
|
Gross profit / (loss) |
|
| 136,525 |
|
|
| 412,709 |
|
|
| 549,234 |
|
|
| (2,405 | ) |
|
| (2,211 | ) |
|
| (1,770 | ) |
|
| 542,848 |
|
Net loss from fair value adjustment of investment properties |
|
| (13,879 | ) |
|
| (636,004 | ) |
|
| (649,883 | ) |
|
| 679 |
|
|
| - |
|
|
| - |
|
|
| (649,204 | ) |
Gain from disposal of farmlands |
|
| 97,960 |
|
|
| - |
|
|
| 97,960 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 97,960 |
|
General and administrative expenses |
|
| (62,705 | ) |
|
| (95,802 | ) |
|
| (158,507 | ) |
|
| 323 |
|
|
| - |
|
|
| 198 |
|
|
| (157,986 | ) |
Selling expenses |
|
| (81,494 | ) |
|
| (32,566 | ) |
|
| (114,060 | ) |
|
| 247 |
|
|
| - |
|
|
| 1,383 |
|
|
| (112,430 | ) |
Other operating results, net |
|
| 51,955 |
|
|
| (13,060 | ) |
|
| 38,895 |
|
|
| (41 | ) |
|
| 781 |
|
|
| 162 |
|
|
| 39,797 |
|
Management fees |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| (17,288 | ) |
|
| - |
|
|
| (17,288 | ) |
Profit / (loss) from operations |
|
| 128,362 |
|
|
| (364,723 | ) |
|
| (236,361 | ) |
|
| (1,197 | ) |
|
| (18,718 | ) |
|
| (27 | ) |
|
| (256,303 | ) |
Share of (loss) /profit of associates and joint ventures |
|
| (2,018 | ) |
|
| 62,859 |
|
|
| 60,841 |
|
|
| 515 |
|
|
| - |
|
|
| - |
|
|
| 61,356 |
|
Segment profit / (loss) |
|
| 126,344 |
|
|
| (301,864 | ) |
|
| (175,520 | ) |
|
| (682 | ) |
|
| (18,718 | ) |
|
| (27 | ) |
|
| (194,947 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reportable assets |
|
| 1,358,709 |
|
|
| 3,627,616 |
|
|
| 4,986,325 |
|
|
| 1,276 |
|
|
| - |
|
|
| 1,479,065 |
|
|
| 6,466,666 |
|
Reportable liabilities (*) |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| (3,557,680 | ) |
|
| (3,557,680 | ) |
Net reportable assets |
|
| 1,358,709 |
|
|
| 3,627,616 |
|
|
| 4,986,325 |
|
|
| 1,276 |
|
|
| - |
|
|
| (2,078,615 | ) |
|
| 2,908,986 |
|
(i) Represents the equity value of joint ventures that were proportionately consolidated for information by segment purposes.
(ii) Includes ARS (975) million, ARS (720) million and ARS (2,211) million corresponding to Expenses and FPC as of June 30, 2026, 2025 and 2024, respectively, and ARS 27,169 million, ARS 12,127 million and ARS 17,288 million to management fees, as of June 30, 2026, 2025 and 2024, 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 net of investments in associates with negative equity which are included in provisions in the amount of ARS 184 million, ARS 215 million and ARS 29, million as of June 30, 2026, 2025 and 2024, respectively.
(*) The CODM focuses its review on reportable assets.
| 149 |
| Table of Contents |
(I) Agriculture line of business
The following tables present the reportable segments of the agriculture line of business:
|
| 06.30.2026 |
| |||||||||||||||||
|
| Agricultural production |
|
| Land transformation and sales |
|
| Corporate |
|
| Others |
|
| Total Agricultural business |
| |||||
|
| (million of ARS) |
| |||||||||||||||||
Revenues |
|
| 508,571 |
|
|
| - |
|
|
| - |
|
|
| 218,915 |
|
|
| 727,486 |
|
Costs |
|
| (446,397 | ) |
|
| (492 | ) |
|
| - |
|
|
| (155,171 | ) |
|
| (602,060 | ) |
Initial recognition and changes in the fair value of biological assets and agricultural products at the point of harvest |
|
| (4,464 | ) |
|
| - |
|
|
| - |
|
|
| - |
|
|
| (4,464 | ) |
Changes in the net realizable value of agricultural products after harvest |
|
| 19,113 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 19,113 |
|
Gross profit / (loss) |
|
| 76,823 |
|
|
| (492 | ) |
|
| - |
|
|
| 63,744 |
|
|
| 140,075 |
|
Net loss from fair value adjustment of investment properties |
|
| - |
|
|
| (5,504 | ) |
|
| - |
|
|
| - |
|
|
| (5,504 | ) |
Gain from disposal of farmlands |
|
| - |
|
|
| 633 |
|
|
| - |
|
|
| - |
|
|
| 633 |
|
General and administrative expenses |
|
| (32,650 | ) |
|
| (272 | ) |
|
| (5,776 | ) |
|
| (17,867 | ) |
|
| (56,565 | ) |
Selling expenses |
|
| (55,954 | ) |
|
| (49 | ) |
|
| - |
|
|
| (32,502 | ) |
|
| (88,505 | ) |
Other operating results, net |
|
| (7,760 | ) |
|
| (2,035 | ) |
|
| - |
|
|
| 4,220 |
|
|
| (5,575 | ) |
(Loss) / profit from operations |
|
| (19,541 | ) |
|
| (7,719 | ) |
|
| (5,776 | ) |
|
| 17,595 |
|
|
| (15,441 | ) |
Share of profit / (loss) of associates and joint ventures |
|
| 1,061 |
|
|
| - |
|
|
| - |
|
|
| (749 | ) |
|
| 312 |
|
Segment (loss) / profit |
|
| (18,480 | ) |
|
| (7,719 | ) |
|
| (5,776 | ) |
|
| 16,846 |
|
|
| (15,129 | ) |
Investment properties |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property, plant and equipment |
|
| - |
|
|
| 114,619 |
|
|
| - |
|
|
| - |
|
|
| 114,619 |
|
Investments in associates and joint ventures |
|
| 774,960 |
|
|
| 54,186 |
|
|
| - |
|
|
| 3,825 |
|
|
| 832,971 |
|
Other reportable assets |
|
| 12,521 |
|
|
| - |
|
|
| - |
|
|
| 519 |
|
|
| 13,040 |
|
Reportable assets |
|
| 378,310 |
|
|
| - |
|
|
| - |
|
|
| 87,813 |
|
|
| 466,123 |
|
Revenues |
|
| 1,165,791 |
|
|
| 168,805 |
|
|
| - |
|
|
| 92,157 |
|
|
| 1,426,753 |
|
From all of the Company’s revenues corresponding to Agricultural Business, ARS 421,387 million are originated in Argentina and ARS 306,099 million in other countries, principally in Brazil for ARS 299,992 million. From all of the Company’s assets included in the segment corresponding to Agricultural Business, ARS 524,944 million are located in Argentina and ARS 901,809 million in other countries, principally in Brazil.
|
| 06.30.2025 |
| |||||||||||||||||
|
| Agricultural production |
|
| Land transformation and sales |
|
| Corporate |
|
| Others |
|
| Total Agricultural business |
| |||||
|
| (million of ARS) |
| |||||||||||||||||
Revenues |
|
| 436,668 |
|
|
| - |
|
|
| - |
|
|
| 161,981 |
|
|
| 598,649 |
|
Costs |
|
| (374,521 | ) |
|
| (520 | ) |
|
| - |
|
|
| (141,472 | ) |
|
| (516,513 | ) |
Initial recognition and changes in the fair value of biological assets and agricultural products at the point of harvest |
|
| 23,658 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 23,658 |
|
Changes in the net realizable value of agricultural products after harvest |
|
| 6,199 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 6,199 |
|
Gross profit / (loss) |
|
| 92,004 |
|
|
| (520 | ) |
|
| - |
|
|
| 20,509 |
|
|
| 111,993 |
|
Net gain from fair value adjustment of investment properties |
|
| - |
|
|
| 16,649 |
|
|
| - |
|
|
| - |
|
|
| 16,649 |
|
Gain from disposal of farmlands |
|
| - |
|
|
| 56,079 |
|
|
| - |
|
|
| - |
|
|
| 56,079 |
|
General and administrative expenses |
|
| (31,061 | ) |
|
| (115 | ) |
|
| (7,913 | ) |
|
| (17,620 | ) |
|
| (56,709 | ) |
Selling expenses |
|
| (47,656 | ) |
|
| (2,073 | ) |
|
| - |
|
|
| (29,364 | ) |
|
| (79,093 | ) |
Other operating results, net |
|
| 7,995 |
|
|
| 4,670 |
|
|
| - |
|
|
| 3,301 |
|
|
| 15,966 |
|
Profit / (loss) from operations |
|
| 21,282 |
|
|
| 74,690 |
|
|
| (7,913 | ) |
|
| (23,174 | ) |
|
| 64,885 |
|
Share of profit / (loss) of associates and joint ventures |
|
| 492 |
|
|
| - |
|
|
| - |
|
|
| (1,872 | ) |
|
| (1,380 | ) |
Segment profit / (loss) |
|
| 21,774 |
|
|
| 74,690 |
|
|
| (7,913 | ) |
|
| (25,046 | ) |
|
| 63,505 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment properties |
|
| - |
|
|
| 98,832 |
|
|
| - |
|
|
| - |
|
|
| 98,832 |
|
Property, plant and equipment |
|
| 777,392 |
|
|
| 57,846 |
|
|
| - |
|
|
| 4,860 |
|
|
| 840,098 |
|
Investments in associates and joint ventures |
|
| 12,140 |
|
|
| - |
|
|
| - |
|
|
| 304 |
|
|
| 12,444 |
|
Other reportable assets |
|
| 331,863 |
|
|
| - |
|
|
| - |
|
|
| 103,702 |
|
|
| 435,565 |
|
Reportable assets |
|
| 1,121,395 |
|
|
| 156,678 |
|
|
| - |
|
|
| 108,866 |
|
|
| 1,386,939 |
|
From all of the Company’s revenues corresponding to Agricultural Business, ARS 315,616 million are originated in Argentina and ARS 283,033 million in other countries, principally in Brazil for ARS 276,655 million. From all of the Company’s assets included in the segment corresponding to Agricultural Business, ARS 494,142 million are located in Argentina and ARS 892,797 million in other countries, principally in Brazil.
| 150 |
| Table of Contents |
|
| 06.30.2024 |
| |||||||||||||||||
|
| Agricultural production |
|
| Land transformation and sales |
|
| Corporate |
|
| Others |
|
| Total Agricultural business |
| |||||
|
| (million of ARS) |
| |||||||||||||||||
Revenues |
|
| 499,707 |
|
|
| - |
|
|
| - |
|
|
| 172,858 |
|
|
| 672,565 |
|
Costs |
|
| (445,067 | ) |
|
| (425 | ) |
|
| - |
|
|
| (113,846 | ) |
|
| (559,338 | ) |
Initial recognition and changes in the fair value of biological assets and agricultural products at the point of harvest |
|
| 9,941 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 9,941 |
|
Changes in the net realizable value of agricultural products after harvest |
|
| 13,357 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 13,357 |
|
Gross profit / (loss) |
|
| 77,938 |
|
|
| (425 | ) |
|
| - |
|
|
| 59,012 |
|
|
| 136,525 |
|
Net loss from fair value adjustment of investment properties |
|
| - |
|
|
| (13,879 | ) |
|
| - |
|
|
| - |
|
|
| (13,879 | ) |
Gain from disposal of farmlands |
|
| - |
|
|
| 97,960 |
|
|
| - |
|
|
| - |
|
|
| 97,960 |
|
General and administrative expenses |
|
| (36,570 | ) |
|
| (117 | ) |
|
| (8,533 | ) |
|
| (17,485 | ) |
|
| (62,705 | ) |
Selling expenses |
|
| (53,874 | ) |
|
| (2,214 | ) |
|
| - |
|
|
| (25,406 | ) |
|
| (81,494 | ) |
Other operating results, net |
|
| 15,825 |
|
|
| 25,575 |
|
|
| - |
|
|
| 10,555 |
|
|
| 51,955 |
|
(Loss) / profit from operations |
|
| 3,319 |
|
|
| 106,900 |
|
|
| (8,533 | ) |
|
| 26,676 |
|
|
| 128,362 |
|
Share of loss of associates and joint ventures |
|
| 2,886 |
|
|
| - |
|
|
| - |
|
|
| (4,904 | ) |
|
| (2,018 | ) |
Segment (loss) / profit |
|
| 6,205 |
|
|
| 106,900 |
|
|
| (8,533 | ) |
|
| 21,772 |
|
|
| 126,344 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment properties |
|
| - |
|
|
| 120,133 |
|
|
| - |
|
|
| - |
|
|
| 120,133 |
|
Property, plant and equipment |
|
| 834,142 |
|
|
| 2,348 |
|
|
| - |
|
|
| 6,165 |
|
|
| 842,655 |
|
Investments in associates |
|
| 12,468 |
|
|
| - |
|
|
| - |
|
|
| 2,380 |
|
|
| 14,848 |
|
Other reportable assets |
|
| 258,173 |
|
|
| 4,834 |
|
|
| - |
|
|
| 118,066 |
|
|
| 381,073 |
|
Reportable assets |
|
| 1,104,783 |
|
|
| 127,315 |
|
|
| - |
|
|
| 126,611 |
|
|
| 1,358,709 |
|
From all of the Company’s revenues corresponding to Agricultural Business, ARS 368,423 million are originated in Argentina and ARS 304,142 million in other countries, principally in Brazil for ARS 301,278 million. From all of the Company’s assets included in the segment corresponding to Agricultural Business, ARS 944,453 million are located in Argentina and ARS 414,256 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, 2026, 2025 and 2024:
|
| 06.30.2026 |
| |||||||||||||||||||||
|
| Shopping Malls |
|
| Offices |
|
| Sales and developments |
|
| Hotels |
|
| Others |
|
| Total |
| ||||||
|
| (million of ARS) |
| |||||||||||||||||||||
Revenues |
|
| 368,822 |
|
|
| 29,203 |
|
|
| 28,866 |
|
|
| 88,748 |
|
|
| 11,300 |
|
|
| 526,939 |
|
Costs |
|
| (37,569 | ) |
|
| (3,678 | ) |
|
| (18,039 | ) |
|
| (60,202 | ) |
|
| (4,673 | ) |
|
| (124,161 | ) |
Gross profit / (loss) |
|
| 331,253 |
|
|
| 25,525 |
|
|
| 10,827 |
|
|
| 28,546 |
|
|
| 6,627 |
|
|
| 402,778 |
|
Net gain / (loss) from fair value adjustment of investment properties (i) |
|
| 260,615 |
|
|
| (24,770 | ) |
|
| (43,469 | ) |
|
| - |
|
|
| 2,691 |
|
|
| 195,067 |
|
General and administrative expenses |
|
| (41,821 | ) |
|
| (2,537 | ) |
|
| (19,078 | ) |
|
| (13,344 | ) |
|
| (19,704 | ) |
|
| (96,484 | ) |
Selling expenses |
|
| (23,837 | ) |
|
| (1,196 | ) |
|
| (3,812 | ) |
|
| (6,104 | ) |
|
| (1,880 | ) |
|
| (36,829 | ) |
Other operating results, net |
|
| (603 | ) |
|
| 84 |
|
|
| (29,670 | ) |
|
| (437 | ) |
|
| (3,048 | ) |
|
| (33,674 | ) |
Profit / (Loss) from operations |
|
| 525,607 |
|
|
| (2,894 | ) |
|
| (85,202 | ) |
|
| 8,661 |
|
|
| (15,314 | ) |
|
| 430,858 |
|
Share of profit of associates and joint ventures |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 37,811 |
|
|
| 37,811 |
|
Segment profit / (loss) |
|
| 525,607 |
|
|
| (2,894 | ) |
|
| (85,202 | ) |
|
| 8,661 |
|
|
| 22,497 |
|
|
| 468,669 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment and trading properties |
|
| 2,259,987 |
|
|
| 316,252 |
|
|
| 1,054,648 |
|
|
| - |
|
|
| 5,429 |
|
|
| 3,636,316 |
|
Property, plant and equipment |
|
| 5,540 |
|
|
| 1,007 |
|
|
| 17,672 |
|
|
| 64,548 |
|
|
| 4,052 |
|
|
| 92,819 |
|
Investment in associates and joint ventures |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 253,633 |
|
|
| 253,633 |
|
Other reportable assets |
|
| 2,963 |
|
|
| 2,368 |
|
|
| - |
|
|
| 1,088 |
|
|
| 8,148 |
|
|
| 14,567 |
|
Reportable assets |
|
| 2,268,490 |
|
|
| 319,627 |
|
|
| 1,072,320 |
|
|
| 65,636 |
|
|
| 271,262 |
|
|
| 3,997,335 |
|
From all the revenues, ARS 514,552 million originated in Argentina, and ARS 12,387 million in other countries, principally in Uruguay for ARS 12,377 million and USA for ARS 10 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 3,980,182 million are located in Argentina and ARS 17,153 million in other countries, principally in the USA for ARS 3,248 million and Uruguay for ARS 13,711 million.
| 151 |
| Table of Contents |
|
| 06.30.2025 |
| |||||||||||||||||||||
|
| Shopping Malls |
|
| Offices |
|
| Sales and developments |
|
| Hotels |
|
| Others |
|
| Total |
| ||||||
|
| (million of ARS) |
| |||||||||||||||||||||
Revenues |
|
| 361,288 |
|
|
| 26,796 |
|
|
| 17,042 |
|
|
| 86,266 |
|
|
| 8,960 |
|
|
| 500,352 |
|
Costs |
|
| (27,651 | ) |
|
| (2,326 | ) |
|
| (23,944 | ) |
|
| (57,625 | ) |
|
| (5,450 | ) |
|
| (116,996 | ) |
Gross profit |
|
| 333,637 |
|
|
| 24,470 |
|
|
| (6,902 | ) |
|
| 28,641 |
|
|
| 3,510 |
|
|
| 383,356 |
|
Net loss from fair value adjustment of investment properties |
|
| 592,917 |
|
|
| (198,907 | ) |
|
| (381,050 | ) |
|
| - |
|
|
| (761 | ) |
|
| 12,199 |
|
General and administrative expenses |
|
| (38,728 | ) |
|
| (3,158 | ) |
|
| (15,498 | ) |
|
| (15,988 | ) |
|
| (18,913 | ) |
|
| (92,285 | ) |
Selling expenses |
|
| (18,077 | ) |
|
| (1,190 | ) |
|
| (4,161 | ) |
|
| (6,747 | ) |
|
| (2,021 | ) |
|
| (32,196 | ) |
Other operating results, net |
|
| (668 | ) |
|
| 243 |
|
|
| (25,468 | ) |
|
| (633 | ) |
|
| 3,556 |
|
|
| (22,970 | ) |
Profit / (Loss) from operations |
|
| 869,081 |
|
|
| (178,542 | ) |
|
| (433,079 | ) |
|
| 5,273 |
|
|
| (14,629 | ) |
|
| 248,104 |
|
Share of profit of associates and joint ventures |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 33,830 |
|
|
| 33,830 |
|
Segment profit / (loss) |
|
| 869,081 |
|
|
| (178,542 | ) |
|
| (433,079 | ) |
|
| 5,273 |
|
|
| 19,201 |
|
|
| 281,934 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment and trading properties |
|
| 1,947,450 |
|
|
| 337,699 |
|
|
| 1,049,704 |
|
|
| - |
|
|
| 2,812 |
|
|
| 3,337,665 |
|
Property, plant and equipment |
|
| 6,340 |
|
|
| 682 |
|
|
| 35,668 |
|
|
| 63,542 |
|
|
| 5,486 |
|
|
| 111,718 |
|
Investment in associates and joint ventures |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 226,631 |
|
|
| 226,631 |
|
Other reportable assets |
|
| 2,738 |
|
|
| 2,332 |
|
|
| - |
|
|
| 780 |
|
|
| 4,004 |
|
|
| 9,854 |
|
Reportable assets |
|
| 1,956,528 |
|
|
| 340,713 |
|
|
| 1,085,372 |
|
|
| 64,322 |
|
|
| 238,933 |
|
|
| 3,685,868 |
|
From all the revenues, ARS 499,525 million originated in Argentina, and ARS 827 million in other countries, principally in Uruguay for ARS 730 million and USA for ARS 97 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 3,668,198 million are located in Argentina and ARS 17,670 million in other countries, principally in the USA for ARS 2,163 million and Uruguay for ARS 15,321 million.
|
| 06.30.2024 |
| |||||||||||||||||||||
|
| Shopping Malls |
|
| Offices |
|
| Sales and developments |
|
| Hotels |
|
| Others |
|
| Total |
| ||||||
|
| (million of ARS) |
| |||||||||||||||||||||
Revenues |
|
| 334,495 |
|
|
| 30,243 |
|
|
| 17,215 |
|
|
| 114,637 |
|
|
| 7,154 |
|
|
| 503,744 |
|
Costs |
|
| (19,949 | ) |
|
| (2,201 | ) |
|
| (9,950 | ) |
|
| (53,885 | ) |
|
| (5,050 | ) |
|
| (91,035 | ) |
Gross profit |
|
| 314,546 |
|
|
| 28,042 |
|
|
| 7,265 |
|
|
| 60,752 |
|
|
| 2,104 |
|
|
| 412,709 |
|
Net loss from fair value adjustment of investment properties |
|
| (27,810 | ) |
|
| (129,562 | ) |
|
| (478,094 | ) |
|
| - |
|
|
| (538 | ) |
|
| (636,004 | ) |
General and administrative expenses |
|
| (40,232 | ) |
|
| (3,839 | ) |
|
| (16,404 | ) |
|
| (17,394 | ) |
|
| (17,933 | ) |
|
| (95,802 | ) |
Selling expenses |
|
| (16,770 | ) |
|
| (335 | ) |
|
| (6,025 | ) |
|
| (7,829 | ) |
|
| (1,607 | ) |
|
| (32,566 | ) |
Other operating results, net |
|
| (5,288 | ) |
|
| (117 | ) |
|
| (7,085 | ) |
|
| (2,106 | ) |
|
| 1,536 |
|
|
| (13,060 | ) |
Management fees |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
Profit / (Loss) from operations |
|
| 224,446 |
|
|
| (105,811 | ) |
|
| (500,343 | ) |
|
| 33,423 |
|
|
| (16,438 | ) |
|
| (364,723 | ) |
Share of profit of associates and joint ventures |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 62,859 |
|
|
| 62,859 |
|
Segment profit / (loss) |
|
| 224,446 |
|
|
| (105,811 | ) |
|
| (500,343 | ) |
|
| 33,423 |
|
|
| 46,421 |
|
|
| (301,864 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment and trading properties |
|
| 1,285,286 |
|
|
| 565,226 |
|
|
| 1,329,248 |
|
|
| - |
|
|
| 4,210 |
|
|
| 3,183,970 |
|
Property, plant and equipment |
|
| 4,052 |
|
|
| 603 |
|
|
| 35,680 |
|
|
| 57,163 |
|
|
| 5,589 |
|
|
| 103,087 |
|
Investment in associates and joint ventures |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 231,573 |
|
|
| 231,573 |
|
Other reportable assets |
|
| 1,739 |
|
|
| 1,318 |
|
|
| 100,710 |
|
|
| 1,266 |
|
|
| 3,953 |
|
|
| 108,986 |
|
Reportable assets |
|
| 1,291,077 |
|
|
| 567,147 |
|
|
| 1,465,638 |
|
|
| 58,429 |
|
|
| 245,325 |
|
|
| 3,627,616 |
|
From all the revenues, ARS 491,225 million originated in Argentina, and ARS 12,519 million in other countries, principally in Uruguay for ARS 12,383 million and USA for ARS 136 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 3,608,083 million are located in Argentina and ARS 19,533 million in other countries, principally in the USA for ARS 3,267 million and Uruguay for ARS 16,140 million.
| 152 |
| Table of Contents |
Results of Operations for the Fiscal Years ended June 30, 2026 and 2025
The following table contains a summary of our results of operations for the years ended June 30, 2026 and 2025.
|
| 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 |
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
| 06.30.26 |
|
| 06.30.25 |
|
| Var. |
|
| 06.30.26 |
|
| 06.30.25 |
|
| Var. |
|
| 06.30.26 |
|
| 06.30.25 |
|
| Var. |
|
| 06.30.26 |
|
| 06.30.25 |
|
| Var. |
|
| 06.30.26 |
|
| 06.30.25 |
|
| Var. |
|
| 06.30.26 |
|
| 06.30.25 |
|
| Var. |
|
| 06.30.26 |
|
| 06.30.25 |
|
| Var. |
| |||||||||||||||||||||
|
| (in million of ARS) |
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Revenues |
|
| 727,486 |
|
|
| 598,649 |
|
|
| 128,837 |
|
|
| 526,939 |
|
|
| 500,352 |
|
|
| 26,587 |
|
|
| 1,254,425 |
|
|
| 1,099,001 |
|
|
| 155,424 |
|
|
| (3,074 | ) |
|
| (2,900 | ) |
|
| (174 | ) |
|
| 133,734 |
|
|
| 128,254 |
|
|
| 5,480 |
|
|
| (5,722 | ) |
|
| (3,519 | ) |
|
| (2,203 | ) |
|
| 1,379,363 |
|
|
| 1,220,836 |
|
|
| 158,527 |
|
Costs |
|
| (602,060 | ) |
|
| (516,513 | ) |
|
| (85,547 | ) |
|
| (124,161 | ) |
|
| (116,996 | ) |
|
| (7,165 | ) |
|
| (726,221 | ) |
|
| (633,509 | ) |
|
| (92,712 | ) |
|
| 355 |
|
|
| 273 |
|
|
| 82 |
|
|
| (134,709 | ) |
|
| (128,974 | ) |
|
| (5,735 | ) |
|
| 989 |
|
|
| (3 | ) |
|
| 992 |
|
|
| (859,586 | ) |
|
| (762,213 | ) |
|
| (97,373 | ) |
Initial recognition and changes in the fair value of biological assets and agricultural products at the point of harvest |
|
| (4,464 | ) |
|
| 23,658 |
|
|
| (28,122 | ) |
|
| - |
|
|
| - |
|
|
| - |
|
|
| (4,464 | ) |
|
| 23,658 |
|
|
| (28,122 | ) |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 3,732 |
|
|
| 3,047 |
|
|
| 685 |
|
|
| (732 | ) |
|
| 26,705 |
|
|
| (27,437 | ) |
Changes in the net realizable value of agricultural products after harvest |
|
| 19,113 |
|
|
| 6,199 |
|
|
| 12,914 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 19,113 |
|
|
| 6,199 |
|
|
| 12,914 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 19,113 |
|
|
| 6,199 |
|
|
| 12,914 |
|
Gross profit / (loss) |
|
| 140,075 |
|
|
| 111,993 |
|
|
| 28,082 |
|
|
| 402,778 |
|
|
| 383,356 |
|
|
| 19,422 |
|
|
| 542,853 |
|
|
| 495,349 |
|
|
| 47,504 |
|
|
| (2,719 | ) |
|
| (2,627 | ) |
|
| (92 | ) |
|
| (975 | ) |
|
| (720 | ) |
|
| (255 | ) |
|
| (1,001 | ) |
|
| (475 | ) |
|
| (526 | ) |
|
| 538,158 |
|
|
| 491,527 |
|
|
| 46,631 |
|
Net gain/ (loss) from fair value adjustment of investment properties |
|
| (5,504 | ) |
|
| 16,649 |
|
|
| (22,153 | ) |
|
| 195,067 |
|
|
| 12,199 |
|
|
| 182,868 |
|
|
| 189,563 |
|
|
| 28,848 |
|
|
| 160,715 |
|
|
| 676 |
|
|
| (3,374 | ) |
|
| 4,050 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 190,239 |
|
|
| 25,474 |
|
|
| 164,765 |
|
Gain from disposal of farmlands |
|
| 633 |
|
|
| 56,079 |
|
|
| (55,446 | ) |
|
| - |
|
|
| - |
|
|
| - |
|
|
| 633 |
|
|
| 56,079 |
|
|
| (55,446 | ) |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 633 |
|
|
| 56,079 |
|
|
| (55,446 | ) |
General and administrative expenses |
|
| (56,565 | ) |
|
| (56,709 | ) |
|
| 144 |
|
|
| (96,484 | ) |
|
| (92,285 | ) |
|
| (4,199 | ) |
|
| (153,049 | ) |
|
| (148,994 | ) |
|
| (4,055 | ) |
|
| 358 |
|
|
| 399 |
|
|
| (41 | ) |
|
| - |
|
|
| - |
|
|
| - |
|
|
| 337 |
|
|
| 354 |
|
|
| (17 | ) |
|
| (152,354 | ) |
|
| (148,241 | ) |
|
| (4,113 | ) |
Selling expenses |
|
| (88,505 | ) |
|
| (79,093 | ) |
|
| (9,412 | ) |
|
| (36,829 | ) |
|
| (32,196 | ) |
|
| (4,633 | ) |
|
| (125,334 | ) |
|
| (111,289 | ) |
|
| (14,045 | ) |
|
| 215 |
|
|
| 169 |
|
|
| 46 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 415 |
|
|
| 143 |
|
|
| 272 |
|
|
| (124,704 | ) |
|
| (110,977 | ) |
|
| (13,727 | ) |
Other operating results, net |
|
| (5,575 | ) |
|
| 15,966 |
|
|
| (21,541 | ) |
|
| (33,674 | ) |
|
| (22,970 | ) |
|
| (10,704 | ) |
|
| (39,249 | ) |
|
| (7,004 | ) |
|
| (32,245 | ) |
|
| (24 | ) |
|
| (5 | ) |
|
| (19 | ) |
|
| 597 |
|
|
| 463 |
|
|
| 134 |
|
|
| 95 |
|
|
| (124 | ) |
|
| 219 |
|
|
| (38,581 | ) |
|
| (6,670 | ) |
|
| (31,911 | ) |
Management fees |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| (27,169 | ) |
|
| (12,127 | ) |
|
| (15,042 | ) |
|
| - |
|
|
| - |
|
|
| - |
|
|
| (27,169 | ) |
|
| (12,127 | ) |
|
| (15,042 | ) |
Profit / (loss) from operations |
|
| (15,441 | ) |
|
| 64,885 |
|
|
| (80,326 | ) |
|
| 430,858 |
|
|
| 248,104 |
|
|
| 182,754 |
|
|
| 415,417 |
|
|
| 312,989 |
|
|
| 102,428 |
|
|
| (1,494 | ) |
|
| (5,438 | ) |
|
| 3,944 |
|
|
| (27,547 | ) |
|
| (12,384 | ) |
|
| (15,163 | ) |
|
| (154 | ) |
|
| (102 | ) |
|
| (52 | ) |
|
| 386,222 |
|
|
| 295,065 |
|
|
| 91,157 |
|
Share of (loss) / profit of associates and joint ventures |
|
| 312 |
|
|
| (1,380 | ) |
|
| 1,692 |
|
|
| 37,811 |
|
|
| 33,830 |
|
|
| 3,981 |
|
|
| 38,123 |
|
|
| 32,450 |
|
|
| 5,673 |
|
|
| 1,323 |
|
|
| 3,462 |
|
|
| (2,139 | ) |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 39,446 |
|
|
| 35,912 |
|
|
| 3,534 |
|
Segment profit / (loss) |
|
| (15,129 | ) |
|
| 63,505 |
|
|
| (78,634 | ) |
|
| 468,669 |
|
|
| 281,934 |
|
|
| 186,735 |
|
|
| 453,540 |
|
|
| 345,439 |
|
|
| 108,101 |
|
|
| (171 | ) |
|
| (1,976 | ) |
|
| 1,805 |
|
|
| (27,547 | ) |
|
| (12,384 | ) |
|
| (15,163 | ) |
|
| (154 | ) |
|
| (102 | ) |
|
| (52 | ) |
|
| 425,668 |
|
|
| 330,977 |
|
|
| 94,691 |
|
(i) | Represents the equity value of joint ventures that were proportionately consolidated for information by segment purposes. |
(ii) | Includes ARS (975) million and ARS (720) million corresponding to Expenses and Collective Promotion Fund as of June 30, 2026 and 2025, respectively. |
Agricultural Business
The following table shows a summary of our results of operations of our Agricultural Business segment for the fiscal years ended June 30, 2026 and 2025.
|
| Agricultural production |
|
| Land transformation and sales |
|
| Corporate |
|
| Others |
|
| Total |
| |||||||||||||||||||||||||||||||||||||||||||||
|
| 06.30.26 |
|
| 06.30.25 |
|
| Var. |
|
| 06.30.26 |
|
| 06.30.25 |
|
| Var. |
|
| 06.30.26 |
|
| 06.30.25 |
|
| Var. |
|
| 06.30.26 |
|
| 06.30.25 |
|
| Var. |
|
| 06.30.26 |
|
| 06.30.25 |
|
| Var. |
| |||||||||||||||
|
| (in million of ARS) |
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Revenues |
|
| 508,571 |
|
|
| 436,668 |
|
|
| 71,903 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 218,915 |
|
|
| 161,981 |
|
|
| 56,934 |
|
|
| 727,486 |
|
|
| 598,649 |
|
|
| 128,837 |
|
Costs |
|
| (446,397 | ) |
|
| (374,521 | ) |
|
| (71,876 | ) |
|
| (492 | ) |
|
| (520 | ) |
|
| 28 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| (155,171 | ) |
|
| (141,472 | ) |
|
| (13,699 | ) |
|
| (602,060 | ) |
|
| (516,513 | ) |
|
| (85,547 | ) |
Initial recognition and changes in the fair value of biological assets and agricultural products at the point of harvest |
|
| (4,464 | ) |
|
| 23,658 |
|
|
| (28,122 | ) |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| (4,464 | ) |
|
| 23,658 |
|
|
| (28,122 | ) |
Changes in the net realizable value of agricultural products after harvest |
|
| 19,113 |
|
|
| 6,199 |
|
|
| 12,914 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 19,113 |
|
|
| 6,199 |
|
|
| 12,914 |
|
Gross profit / (loss) |
|
| 76,823 |
|
|
| 92,004 |
|
|
| (15,181 | ) |
|
| (492 | ) |
|
| (520 | ) |
|
| 28 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 63,744 |
|
|
| 20,509 |
|
|
| 43,235 |
|
|
| 140,075 |
|
|
| 111,993 |
|
|
| 28,082 |
|
Net gain from fair value adjustment of investment properties |
|
| - |
|
|
| - |
|
|
| - |
|
|
| (5,504 | ) |
|
| 16,649 |
|
|
| (22,153 | ) |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| (5,504 | ) |
|
| 16,649 |
|
|
| (22,153 | ) |
Gain from disposal of farmlands |
|
| - |
|
|
| - |
|
|
| - |
|
|
| 633 |
|
|
| 56,079 |
|
|
| (55,446 | ) |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 633 |
|
|
| 56,079 |
|
|
| (55,446 | ) |
General and administrative expenses |
|
| (32,650 | ) |
|
| (31,061 | ) |
|
| (1,589 | ) |
|
| (272 | ) |
|
| (115 | ) |
|
| (157 | ) |
|
| (5,776 | ) |
|
| (7,913 | ) |
|
| 2,137 |
|
|
| (17,867 | ) |
|
| (17,620 | ) |
|
| (247 | ) |
|
| (56,565 | ) |
|
| (56,709 | ) |
|
| 144 |
|
Selling expenses |
|
| (55,954 | ) |
|
| (47,656 | ) |
|
| (8,298 | ) |
|
| (49 | ) |
|
| (2,073 | ) |
|
| 2,024 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| (32,502 | ) |
|
| (29,364 | ) |
|
| (3,138 | ) |
|
| (88,505 | ) |
|
| (79,093 | ) |
|
| (9,412 | ) |
Other operating results, net |
|
| (7,760 | ) |
|
| 7,995 |
|
|
| (15,755 | ) |
|
| (2,035 | ) |
|
| 4,670 |
|
|
| (6,705 | ) |
|
| - |
|
|
| - |
|
|
| - |
|
|
| 4,220 |
|
|
| 3,301 |
|
|
| 919 |
|
|
| (5,575 | ) |
|
| 15,966 |
|
|
| (21,541 | ) |
Profit / (Loss) from operations |
|
| (19,541 | ) |
|
| 21,282 |
|
|
| (40,823 | ) |
|
| (7,719 | ) |
|
| 74,690 |
|
|
| (82,409 | ) |
|
| (5,776 | ) |
|
| (7,913 | ) |
|
| 2,137 |
|
|
| 17,595 |
|
|
| (23,174 | ) |
|
| 40,769 |
|
|
| (15,441 | ) |
|
| 64,885 |
|
|
| (80,326 | ) |
Share of profit/ (loss) of associates and joint ventures |
|
| 1,061 |
|
|
| 492 |
|
|
| 569 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| (749 | ) |
|
| (1,872 | ) |
|
| 1,123 |
|
|
| 312 |
|
|
| (1,380 | ) |
|
| 1,692 |
|
Segment profit / (loss) |
|
| (18,480 | ) |
|
| 21,774 |
|
|
| (40,254 | ) |
|
| (7,719 | ) |
|
| 74,690 |
|
|
| (82,409 | ) |
|
| (5,776 | ) |
|
| (7,913 | ) |
|
| 2,137 |
|
|
| 16,846 |
|
|
| (25,046 | ) |
|
| 41,892 |
|
|
| (15,129 | ) |
|
| 63,505 |
|
|
| (78,634 | ) |
| 153 |
| Table of Contents |
Urban Properties and Investment Business
The following table shows a summary of our results of operations of our Urban Properties and Investment Business segment for the fiscal years ended June 30, 2026 and 2025.
|
| Shopping Malls |
|
| Offices |
|
| Sales and developments |
|
| Hotels |
|
| Others |
|
| Total |
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
| 06.30.26 |
|
| 06.30.25 |
|
| Var. |
|
| 06.30.26 |
|
| 06.30.25 |
|
| Var. |
|
| 06.30.26 |
|
| 06.30.25 |
|
| Var. |
|
| 06.30.26 |
|
| 06.30.25 |
|
| Var. |
|
| 06.30.26 |
|
| 06.30.25 |
|
| Var. |
|
| 06.30.26 |
|
| 06.30.25 |
|
| Var. |
| ||||||||||||||||||
|
| (in millions of ARS) |
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Revenues |
|
| 368,822 |
|
|
| 361,288 |
|
|
| 7,534 |
|
|
| 29,203 |
|
|
| 26,796 |
|
|
| 2,407 |
|
|
| 28,866 |
|
|
| 17,042 |
|
|
| 11,824 |
|
|
| 88,748 |
|
|
| 86,266 |
|
|
| 2,482 |
|
|
| 11,300 |
|
|
| 8,960 |
|
|
| 2,340 |
|
|
| 526,939 |
|
|
| 500,352 |
|
|
| 26,587 |
|
Costs |
|
| (37,569 | ) |
|
| (27,651 | ) |
|
| (9,918 | ) |
|
| (3,678 | ) |
|
| (2,326 | ) |
|
| (1,352 | ) |
|
| (18,039 | ) |
|
| (23,944 | ) |
|
| 5,905 |
|
|
| (60,202 | ) |
|
| (57,625 | ) |
|
| (2,577 | ) |
|
| (4,673 | ) |
|
| (5,450 | ) |
|
| 777 |
|
|
| (124,161 | ) |
|
| (116,996 | ) |
|
| (7,165 | ) |
Gross profit / (loss) |
|
| 331,253 |
|
|
| 333,637 |
|
|
| (2,384 | ) |
|
| 25,525 |
|
|
| 24,470 |
|
|
| 1,055 |
|
|
| 10,827 |
|
|
| (6,902 | ) |
|
| 17,729 |
|
|
| 28,546 |
|
|
| 28,641 |
|
|
| (95 | ) |
|
| 6,627 |
|
|
| 3,510 |
|
|
| 3,117 |
|
|
| 402,778 |
|
|
| 383,356 |
|
|
| 19,422 |
|
Net gain/ (loss) from fair value adjustment of investment properties |
|
| 260,615 |
|
|
| 592,917 |
|
|
| (332,302 | ) |
|
| (24,770 | ) |
|
| (198,907 | ) |
|
| 174,137 |
|
|
| (43,469 | ) |
|
| (381,050 | ) |
|
| 337,581 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 2,691 |
|
|
| (761 | ) |
|
| 3,452 |
|
|
| 195,067 |
|
|
| 12,199 |
|
|
| 182,868 |
|
General and administrative expenses |
|
| (41,821 | ) |
|
| (38,728 | ) |
|
| (3,093 | ) |
|
| (2,537 | ) |
|
| (3,158 | ) |
|
| 621 |
|
|
| (19,078 | ) |
|
| (15,498 | ) |
|
| (3,580 | ) |
|
| (13,344 | ) |
|
| (15,988 | ) |
|
| 2,644 |
|
|
| (19,704 | ) |
|
| (18,913 | ) |
|
| (791 | ) |
|
| (96,484 | ) |
|
| (92,285 | ) |
|
| (4,199 | ) |
Selling expenses |
|
| (23,837 | ) |
|
| (18,077 | ) |
|
| (5,760 | ) |
|
| (1,196 | ) |
|
| (1,190 | ) |
|
| (6 | ) |
|
| (3,812 | ) |
|
| (4,161 | ) |
|
| 349 |
|
|
| (6,104 | ) |
|
| (6,747 | ) |
|
| 643 |
|
|
| (1,880 | ) |
|
| (2,021 | ) |
|
| 141 |
|
|
| (36,829 | ) |
|
| (32,196 | ) |
|
| (4,633 | ) |
Other operating results, net |
|
| (603 | ) |
|
| (668 | ) |
|
| 65 |
|
|
| 84 |
|
|
| 243 |
|
|
| (159 | ) |
|
| (29,670 | ) |
|
| (25,468 | ) |
|
| (4,202 | ) |
|
| (437 | ) |
|
| (633 | ) |
|
| 196 |
|
|
| (3,048 | ) |
|
| 3,556 |
|
|
| (6,604 | ) |
|
| (33,674 | ) |
|
| (22,970 | ) |
|
| (10,704 | ) |
Profit / (loss) from operations |
|
| 525,607 |
|
|
| 869,081 |
|
|
| (343,474 | ) |
|
| (2,894 | ) |
|
| (178,542 | ) |
|
| 175,648 |
|
|
| (85,202 | ) |
|
| (433,079 | ) |
|
| 347,877 |
|
|
| 8,661 |
|
|
| 5,273 |
|
|
| 3,388 |
|
|
| (15,314 | ) |
|
| (14,629 | ) |
|
| (685 | ) |
|
| 430,858 |
|
|
| 248,104 |
|
|
| 182,754 |
|
Share of (loss)/ profit of associates and joint ventures |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 37,811 |
|
|
| 33,830 |
|
|
| 3,981 |
|
|
| 37,811 |
|
|
| 33,830 |
|
|
| 3,981 |
|
Segment profit / (loss) |
|
| 525,607 |
|
|
| 869,081 |
|
|
| (343,474 | ) |
|
| (2,894 | ) |
|
| (178,542 | ) |
|
| 175,648 |
|
|
| (85,202 | ) |
|
| (433,079 | ) |
|
| 347,877 |
|
|
| 8,661 |
|
|
| 5,273 |
|
|
| 3,388 |
|
|
| 22,497 |
|
|
| 19,201 |
|
|
| 3,296 |
|
|
| 468,669 |
|
|
| 281,934 |
|
|
| 186,735 |
|
| 154 |
| Table of Contents |
Revenues
Agricultural Business
Agricultural Production. Revenues from the Agricultural Production segment increased by 16.5%, from ARS 436,668 million for the fiscal year ended June 30, 2025 to ARS 508,571 million for the fiscal year ended June 30, 2026, primarily as a result of:
| · | An increase of ARS 58,521 million in grain sales revenues, mainly driven by three factors: (i) higher yields, particularly in soybeans, whose average yield increased by approximately 21% compared to the previous crop season; (ii) improved prices in the 2025/2026 soybean crop season compared to the initial budget, with average NRV (Net Realizable Value) in U.S. dollars approximately 11% higher; and (iii) inventory holding gains, as grain prices increased above inflation during periods in which significant inventory levels were maintained. Additionally, corn revenues benefited from improved results in the 2024/2025 crop season, mainly explained by an exchange rate approximately 9% higher than originally estimated for such season; |
|
|
|
| · | An increase of ARS 49,492 million in livestock sales revenues, mainly attributable to improved production results in the cattle operation, higher volumes of tons sold, and favorable developments in average selling prices. In Argentina, average net production prices increased by approximately 60%, exceeding the accumulated inflation rate for the fiscal year of approximately 34%, while tons produced increased by approximately 13%. In Brazil, prices also evolved favorably, although results were affected by a reduction in livestock headcount and tons produced following the sale of the Preferência farm; |
|
|
|
| · | A decrease of ARS 33,375 million in sugarcane sales revenues, mainly due to lower volumes sold and declining prices. Production was also affected by adverse weather conditions, including fires in São Paulo, Brazil, which negatively impacted the sugarcane harvest, and frost events in São José, Brazil, which also caused crop damage; and |
|
|
|
| · | A decrease of ARS 2,735 million, primarily due to lower lease revenues in Brazil as a result of a reduction in leased hectares during the fiscal year ended June 30, 2026. This decline was partially offset by stable revenues in Argentina, driven by contract updates and increased leased area in Anta. |
Others. Revenues from the Other segment increased by 35.1%, from ARS 161,981 million for the fiscal year ended June 30, 2025 to ARS 218,915 million for the fiscal year ended June 30, 2026. This increase was mainly attributable to: (i) the growth of the agricultural inputs business, particularly driven by the nutritional products line, whose commercialized volume increased by 66%, from 13.5 thousand tons to 22.4 thousand tons, while sales measured in U.S. dollars increased by 31%. In addition, within the commodities line, direct sales volumes increased by 300% and agency sales, measured in U.S. dollars, increased by 48%; (ii) an increase in grain storage revenues, supported by grain liquidations following regulatory incentives and the recovery of international commodity prices, which strengthened trading activity; and (iii) an improvement in brokerage results, driven by a recovery in trading volumes and improved commission rates.
Urban Properties and Investment Business
Shopping Malls. Revenues from the Shopping Malls segment increased by 2.1% from ARS 361,288 million during the fiscal year ended June 30, 2025, to ARS 368,822 million during the fiscal year ended June 30, 2026. Rental revenues remained stable compared to the fiscal year ended June 30, 2025, increasing by 0.04%, mainly due to improvements in lease negotiations with tenants and the full year contribution of Terrazas de Mayo shopping mall, acquired in December 2024. During the fiscal year ended June 30, 2026, the increase in revenues was mainly due to: (i) an increase of ARS 22,433 million in base rental revenues; (ii) an increase of ARS 3,766 million in parking revenues, mainly explained by rate adjustments above inflation; (iii) an increase of ARS 2,203 million in commissions, mainly due to changes in contractual terms implemented during the fiscal year ended June 30, 2026; (iv) an increase of ARS 930 million in admission rights; (v) an increase of ARS 468 million in other rental and service revenues; and (vi) an increase of ARS 40 million in revenues from management and administrative services; partially offset by (vii) a decrease of ARS 22,306 million in contingent rental revenues.
Offices. Revenues from the Offices segment increased by 9.0% from ARS 26,796 million during the fiscal year ended June 30, 2025, to ARS 29,203 million during the fiscal year ended June 30, 2026. This variation is mainly explained by an increase in revenue from leases of 8.5%, from ARS 26,483 million during the fiscal year ended June 30, 2025, to ARS 28,723 million during the fiscal year ended June 30, 2026. The increase is mainly explained by higher occupancy levels, together with an adjustment in USD-denominated rental rates.
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Sales and Developments. Revenues from the Sales and Developments segment recorded a 69.4% increase from ARS 17,042 million during the fiscal year ended June 30, 2025, to ARS 28,866 million during the fiscal year ended June 30, 2026. This increase was mainly due to: (i) an increase of ARS 10,165 million in revenues from the sale of trading properties, as the sales completed during the fiscal year ended June 30, 2025, which consisted of the assignment of rights over 37 lots in the “Nuevo Quilmes 2” neighborhood, the sale of a plot of land located in Tigre, the assignment of rights over five units in the “Human Abasto Towers” development and the payment in kind of units from Towers 1 and 2 located in Canelones (Uruguay) by VAM, represented a lower amount than the sales completed during the fiscal year ended June 30, 2026, which consisted of the assignment of rights over one lot in the “Nuevo Quilmes 2” neighborhood, five units in the “Human Abasto Tower” development, one functional unit and two parking spaces in the “DeAlcorta” building, a plot of land located in Tigre and the transfer of a plot of land to a trust by Zetol .LTD; (ii) an increase of ARS 1,811 million in other rental and service revenues; and (iii) an increase of ARS 11 million in base rental revenues; partially offset by (iv) a decrease of ARS 93 million in commissions; (v) a decrease of ARS 57 million in straight-line rent adjustments; and (vi) a decrease of ARS 14 million in revenues from management and administrative services.
Hotels. Revenues from our Hotels segment increased by 2.9% from ARS 86,266 million during the fiscal year ended June 30, 2025, to ARS 88,748 million during the fiscal year ended June 30, 2026. This increase is mainly explained by a gradual recovery in occupancy levels and revenues, despite a continued decline in inbound tourism levels as a result of reduced currency competitiveness in the country.
Others. Revenues from the Others segment increased by 26.1% from ARS 8,960 million during the fiscal year ended June 30, 2025, to ARS 11,300 million during the fiscal year ended June 30, 2026, mainly as a result of: (i) a higher revenues generated by Shefa during the fiscal year ended June 30, 2026 through services provided via the APPA application for promotions and marketing activities carried out un our shopping malls, and (ii) a 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)).
Costs
Agricultural Business
Agricultural Production. Costs in the Agricultural Production segment increased by 19.2%, from ARS 374,521 million for the fiscal year ended June 30, 2025 to ARS 446,397 million for the fiscal year ended June 30, 2026, primarily as a result of:
| · | (i) an increase of ARS 63,785 million in grain cost of sales, mainly attributable to a higher average sales NRV (Net Realizable Value), combined with greater sales volumes during the fiscal year ended June 30, 2026, (ii) an increase of ARS 47,120 million in livestock cost of sales, primarily driven by higher volumes sold, measured in tons, together with higher average NRVs; (iii) decrease of ARS 34,054 million in sugarcane cost of sales, due to lower volumes sold during the fiscal year ended June 30, 2026; and (iv) decrease of ARS 4,975 million in lease and services costs, mainly because BrasilAgro previously operated a machinery company (Agrifirma) that provided services to the company itself, generating additional operating costs. During the fiscal year ended June 30, 2026, such machinery was incorporated directly into the Company's farming operations, and therefore the related costs are now recorded as part of production costs rather than as external service expenses. |
Agricultural Production segment costs, measured as a percentage of segment revenues, increased from 85.8% for the period ended June 30, 2025 to 87.8% for the period ended June 30, 2026.
Land Sales and Transformation. Costs in the Land Sales and Transformation segment decreased by 5.4%, from ARS 520 million for the fiscal year ended June 30, 2025 to ARS 492 million for the fiscal year ended June 30, 2026.
Others. Costs in the Other segment increased by 9.7%, from ARS 141,472 million for the fiscal year ended June 30, 2025 to ARS 155,171 million for the fiscal year ended June 30, 2026. The increase was primarily attributable to the higher activity level of the Agricultural Inputs business unit, whose merchandise costs and direct expenses increased in line with the growth in sales volumes, as well as higher operating costs related to Futures and Brokerage activities. These effects were partially offset by lower direct costs in the Consignment and Grain Storage businesses, resulting from reduced exposure to open contract positions and lower volumes of invoiced purchases and sales compared to the previous fiscal year, as well as a slight reduction in Brokerage costs. Costs in the Other segment, measured as a percentage of segment revenues, decreased from 87.3% for the period ended June 30, 2025 to 70.9% for the period ended June 30, 2026.
Urban Properties and Investment Business
Shopping Malls. Costs associated with the Shopping Malls segment increased by 35.9%, from ARS 27,651 million during the fiscal year ended June 30, 2025, to ARS 37,569 million during the fiscal year ended June 30, 2026, primarily due to: (i) an increase of ARS 5,603 million in maintenance, security, cleaning, repairs and related expenses, mainly explained by higher security and cleaning costs resulting from an increase in contracted hours and rates applied to such services; (ii) an increase of ARS 1,425 million in fees and compensations for services, mainly due to higher charges associated with digital content services; (iii) an increase of ARS 1,244 million in amortization and depreciation charges; (iv) an increase of ARS 992 million in rents and expenses; (v) an increase of ARS 488 million in travel, transportation and stationery; and (vi) an increase of ARS 463 million in indirect taxes; partially offset by (vii) a decrease of ARS 181 million in salaries, social security charges and other personnel administrative expenses; and (viii) a decrease of ARS 101 million in bank expenses. Costs associated with the Shopping Malls segment, measured as a percentage of the revenues from this segment, increased from 7.7% during the fiscal year ended June 30, 2025, to 10.2% during the fiscal year ended June 30, 2026.
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Offices. Costs associated with the Offices segment increased by 58.1%, from ARS 2,326 million during the fiscal year ended June 30, 2025, to ARS 3,678 million during the fiscal year ended June 30, 2026, mainly as a result of higher occupancy levels, as well as by the costs associated with the Coworking Philips space, mainly due to: (i) an increase of ARS 507 million in maintenance, security, cleaning, repairs and related expenses; (ii) an increase of ARS 265 million in rents and expenses; (iii) an increase of ARS 195 million in fees and compensations for services; (iv) an increase of ARS 156 million in travel, transportation and stationery; (v) an increase of ARS 114 million in amortization and depreciation charges; (vi) an increase of ARS 103 million in cost of goods sold and services; and (vii) an increase of ARS 23 million in salaries, social security charges and other personnel administrative expenses; partially offset by (viii) a decrease of ARS 10 million in indirect taxes. Costs associated with the Offices segment, measured as a percentage of revenues from this segment, increased from 8.7% during the fiscal year ended June 30, 2025, to 12.6% during the fiscal year ended June 30, 2026.
Sales and Developments. Costs associated with our Sales and Developments segment recorded a 24.7% decrease from ARS 23,944 million during the fiscal year ended June 30, 2025, to ARS 18,039 million during the fiscal year ended June 30, 2026, mainly due to: (i) a decrease of ARS 7,607 million in cost of goods sold and services, mainly explained by the fact that transactions completed during the fiscal year ended June 30, 2025, which consisted of the assignment of rights over 37 lots in the “Nuevo Quilmes 2” neighborhood, the sale of a plot of land located in Tigre, the assignment of rights over five units in the “Human Abasto Towers” development and the payment in kind of units from Towers 1 and 2 located in Canelones (Uruguay) by VAM, involved a higher cost than the transactions completed during the fiscal year ended June 30, 2026, which consisted of the assignment of rights over one lot in the “Nuevo Quilmes 2” neighborhood, five units in the “Human Abasto Tower” development, one functional unit and two parking spaces in the “DeAlcorta” building, a plot of land located in Tigre and the transfer of a plot of land to a trust by Zetol.LTD; and (ii) a decrease of ARS 147 million in salaries, social security charges and other personnel administrative expenses; partially offset by (iii) an increase of ARS 674 million in fees and compensations for services; (iv) an increase of ARS 589 million in maintenance, security, cleaning, repairs and related expenses; (v) an increase of ARS 422 million in indirect taxes; (vi) an increase of ARS 93 million in rents and expenses; (vii) an increase of ARS 48 million in travel, transportation and stationery; and (viii) an increase of ARS 23 million in amortization and depreciation charges. Costs in the Sales and Developments segment, measured as a percentage of revenues from this segment, decreased from 140.5% during the fiscal year ended June 30, 2025, to 62.5% during the fiscal year ended June 30, 2026.
Hotels. Costs in the Hotels segment increased by 4.5%, from ARS 57,625 million during the fiscal year ended June 30, 2025, to ARS 60,202 million during the fiscal year ended June 30, 2026, mainly as a result of: (i) an increase of ARS 2,048 million in salaries, social security charges and other personnel administrative expenses; (ii) an increase of ARS 260 million in maintenance, security, cleaning, repairs and related expenses; (iii) an increase of ARS 218 million in fees and compensations for services; (iv) an increase of ARS 154 million in travel, transportation and stationery; (v) an increase of ARS 62 million in indirect taxes; (vi) an increase of ARS 56 million in amortization and depreciation charges; and (vii) an increase of ARS 42 million in rents and expenses; partially offset by (viii) a decrease of ARS 251 million in food, beverages and other hotel expenses; and (ix) a decrease of ARS 24 million in other charges. Costs in the Hotels segment, measured as a percentage of revenues from this segment, increased from 66.8% during the fiscal year ended June 30, 2025, to 67.8% during the fiscal year ended June 30, 2026.
Others. Costs in the Others segment decreased by 14.3%, from ARS 5,450 million during the fiscal year ended June 30, 2025, to ARS 4,673 million during the fiscal year ended June 30, 2026, mainly as a result of: (i) a decrease of ARS 1,112 million in amortization and depreciation charges; (ii) a decrease of ARS 334 million in maintenance, security, cleaning, repairs and related expenses; (iii) a decrease of ARS 104 million in salaries, social security charges and other personnel administrative expenses; and (iv) a decrease of ARS 21 million in indirect taxes; partially offset by (v) an increase of ARS 430 million in fees and compensations for services; (vi) an increase of ARS 245 million in other charges; (vii) an increase of ARS 84 million in travel, transportation and stationery; and (viii) an increase of ARS 35 million in rents and expenses. Costs in the Others segment, measured as a percentage of revenues from this segment, decreased from 60.8% during the fiscal year ended June 30, 2025, to 41.4% during the fiscal year ended June 30, 2026.
Initial Recognition and Changes in the Fair Value of Biological Assets and Agricultural Produce at the Point of Harvest
The result from the initial recognition and changes in the fair value of biological assets and agricultural produce at the point of harvest decreased by ARS 28,122 million (118.9%), from a gain of ARS 23,658 million for the fiscal year ended June 30, 2025 to a loss of ARS 4,464 million for the fiscal year ended June 30, 2026, mainly due to:
| · | A decrease of ARS 19,307 million in the result from sugarcane production, primarily associated with production losses in the 2025/2026 crop season, as 1,429,833 tons were harvested compared to the 1,809,764 tons initially projected, as a result of frost events in São José and fires in São Paulo, Brazil. Furthermore, the variation was impacted by a lower expected production result in the fair value measurement of the 2026/2027 crop season, due to a reduction in the estimated gross margin, despite projected improvements in planted area, production and yields; |
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| · | A decrease of ARS 7,819 million in livestock production and fair value gains from livestock holdings. In Brazil, a lower volume of production, measured in tons, was recorded, primarily as a result of the disposal of the Preferência farm. This effect was partially offset by the operational performance in Argentina, where average net production prices increased by approximately 60%, surpassing the annual accumulated inflation rate of approximately 34%, while production volumes increased by approximately 13%; |
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| · | A decrease of ARS 996 million in the result from grain production. Although Argentina recorded a positive variation in production results, Brazil experienced lower production and holding gains, primarily due to the deterioration of corn margins and production losses in the previous cotton crop season. During the current crop season in Brazil, the average NRV of soybeans decreased by approximately 9% and that of corn by approximately 18%, while the average NRV of cotton increased by approximately 12%. However, a production loss related to the previous cotton crop season was recognized during the fiscal year, negatively affecting the overall performance of the crop. |
Changes in the Net Realizable Value of Agricultural Produce after Harvest
Results from changes in the net realizable value of agricultural produce after harvest, according to the statement of income increased by ARS 12,914 million (208.3%), from ARS 6,199 million for the fiscal year ended June 30, 2025 to ARS 19,113 million for the fiscal year ended June 30, 2026.
This variation was primarily attributable to Argentina, where grain prices increased at a rate above inflation during the months in which significant inventory levels were maintained, particularly during the first quarter of the fiscal year. Accumulated inflation for the fiscal year was approximately 34%. Conversely, a negative variation was recorded in Brazil, mainly attributable to the unfavorable evolution of prices for certain crops.
Gross Profit / (Loss)
Agricultural Business
Agricultural Production. Gross profit in the Agricultural Production segment decreased by 16.5%, from a profit of ARS 92,004 million for the fiscal year ended June 30, 2025 to a profit of ARS 76,823 million for the fiscal year ended June 30, 2026.
Land Sales and Transformation. Gross loss in the Land Sales and Transformation segment decreased by 5.4%, from a loss of ARS 520 million for the fiscal year ended June 30, 2025 to a loss of ARS 492 million for the fiscal year ended June 30, 2026.
Others. Gross profit in the Other segment increased by 210.8%, from a profit of ARS 20,509 million for the fiscal year ended June 30, 2025 to a profit of ARS 63,744 million for the fiscal year ended June 30, 2026.
Urban Properties and Investment Business
Shopping Malls. Gross profit from the Shopping Malls segment decreased by 0.7%, from a profit of ARS 333,637 million during the fiscal year ended June 30, 2025, to an ARS 331,253 million profit during the fiscal year ended June 30, 2026, mainly as a result of the increase in costs associated with the Shopping Malls segment discussed above. Gross profit from the Shopping Malls segment, measured as a percentage of revenues from this segment, decreased from 92.3% positive during the fiscal year ended June 30, 2025, to 89.8% positive during the fiscal year ended June 30, 2026.
Offices. Gross profit from the Offices segment increased by 4.3%, from a profit of ARS 24,470 million during the fiscal year ended June 30, 2025, to an ARS 25,525 million profit during the fiscal year ended June 30, 2026. Gross profit from the Offices segment, measured as a percentage of revenues from this segment, decreased from 91.3% positive during the fiscal year ended June 30, 2025, to 87.4% positive during the fiscal year ended June 30, 2026.
Sales and developments. Gross (loss) / profit from the Sales and Developments segment increased by 256.9%, from a loss of ARS 6,902 million during the fiscal year ended June 30, 2025, to an ARS 10,827 million profit during the fiscal year ended June 30, 2026. Gross (loss) / profit from the Sales and Developments segment, measured as a percentage of revenues from this segment, increased from 40.5% negative during the fiscal year ended June 30, 2025, to 37.5% positive during the fiscal year ended June 30, 2026.
Hotels. Gross profit from the Hotels segment decreased by 0.3%, from a profit of ARS 28,641 million during the fiscal year ended June 30, 2025, to an ARS 28,546 million profit during the fiscal year ended June 30, 2026. Gross profit from the Hotels segment, measured as a percentage of revenues from this segment, decreased from 33.2% positive during the fiscal year ended June 30, 2025, to 32.2% positive during the fiscal year ended June 30, 2026.
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Others. Gross profit from the Others segment increased by 88.8%, from a profit of ARS 3,510 million during the fiscal year ended June 30, 2025, to an ARS 6,627 million profit during the fiscal year ended June 30, 2026. Gross profit from the Others segment, measured as a percentage of revenues from this segment, increased from 39.2% positive during the fiscal year ended June 30, 2025, to 58.6% positive during the fiscal year ended June 30, 2026.
The variations in gross profit / (loss) described herein derive mainly from the variations in revenues and costs discussed above.
Net (Loss) / Gain from Changes in the Fair Value of Investment Properties
Agricultural Business
The result from changes in the fair value of investment properties decreased by ARS 22,153 million (133.1%), from a gain of ARS 16,649 million for the fiscal year ended June 30, 2025 to a loss of ARS 5,504 million for the fiscal year ended June 30, 2026, primarily as a result of the decline in the value of agricultural land in Brazil.
Urban Properties and Investment Business
Total consolidated net gain / (loss) from fair value adjustment of investment properties, according to the segment information, including joint ventures, increased by ARS 186,918 million, from a net gain of ARS 8,825 million for the fiscal year ended June 30, 2025, to a net gain of ARS 195,743 million for the fiscal year ended June 30, 2026.
According to information by segments, the net gain / (loss) from fair value adjustment of investment properties went from a gain of ARS 12,199 million (out of which an ARS 592,917 million profit derives from our Shopping Malls segment; an ARS 198,907 million loss from our Offices segment; an ARS 381,050 million loss from our Sales and Developments segment and an ARS 761 million loss from our Others segment) during the fiscal year ended June 30, 2025, to a gain of ARS 195,067 million during the fiscal year ended June 30, 2026 (out of which an ARS 260,615 million profit derives from our Shopping Malls segment; an ARS 24,770 million loss from our Offices segment; an ARS 43,469 million loss from our Sales and Developments segment and an ARS 2,691 million gain 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 GDP growth; and (ii) the discount rate used to discount cash flows, mainly affected by a decrease of approximately 130 basis points in the country risk premium compared to the prior fiscal year.
The Argentine market for offices, land reserves and other properties continues to present a level of activity that allows the identification of comparable transactions and other relevant observable market evidence for the determination of fair values. Accordingly, the Company uses the Market Approach to determine the fair value of the Offices and Others segments. Under this approach, fair value is estimated based primarily on market values per square meter obtained from comparable transactions, adjusted for the specific characteristics of each asset.
During the fiscal year ended June 30, 2026, the determination of fair values in the Offices and Sales and Developments segments was mainly influenced by the evolution of macroeconomic and financial variables relevant to the Argentine real estate market. In particular, the financial exchange rate used as a reference by market participants in pricing these assets increased by approximately 20% during the period, while inflation reached approximately 33.5%, resulting in a real appreciation of the Argentine Peso against the reference U.S. dollar. This situation was considered in the estimation of fair values together with observable market prices, supply and demand conditions and other relevant factors existing at year end.
Gain From Disposal of Farmlands
The total result from the sale of farmland, according to the segment information, including joint ventures, decreased by ARS 55,446 million (98.9%), from ARS 56,079 million for the fiscal year ended June 30, 2025 to ARS 633 million for the fiscal year ended June 30, 2026.
Fiscal Year Ended June 30, 2026.
| · | During the fiscal year ended June 30, 2026, the final stage of the transfer of 1,964 hectares (1,422 productive hectares) of the “Rio do Meio II” farm, located in Correntina, State of Bahia, Brazil, was completed. |
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| · | On March 17, 2026, Agropecuaria Morotí S.A., a subsidiary of BrasilAgro, entered into a sale agreement for 921 hectares (501.5 productive hectares) of the “Marangatú II” farm, located in the district of Mariscal Estigarribia, Paraguay, for a total consideration of USD 1.5 million, equivalent to ARS 2,210 million. Of the total transaction value, USD 0.6 million, equivalent to ARS 884 million, corresponds to the sale of 371.84 hectares (200.5 productive hectares), for which the accounting recognition criteria were met during the fiscal year. Of such amount, USD 0.3 million, equivalent to ARS 442 million, was received, while the remaining balance will be paid in three annual installments of USD 0.1 million, equivalent to ARS 147 million each, due in February 2027, 2028 and 2029. The remaining portion of the transaction relates to the sale of 549.33 hectares (301 productive hectares) for a value of USD 0.9 million, equivalent to ARS 1,326 million, which remains subject to the fulfillment of certain conditions precedent. |
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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 57,953 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 2,142 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 2,847 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) of which USD 1.1 million has been collected to date. The remaining balance of USD 1.13 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 39,869 million) at the date of the transaction. As of June 30, 2025, the buyer made an initial payment of BRL 2.0 million (ARS 568 million), and in July 2025 paid the first installment of BRL 40.0 million (ARS 11,392 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. |
General and Administrative Expenses
Agricultural Business
Agricultural Production. General and administrative expenses in the Agricultural Production segment increased by 5.1%, from ARS 31,061 million for the fiscal year ended June 30, 2025 to ARS 32,650 million for the fiscal year ended June 30, 2026, primarily due to: (i) an increase of ARS 1,772 million in expenses related to grain operations; (ii) an increase of ARS 552 million in expenses related to sugarcane operations, partially offset by a decrease of ARS 351 million in expenses related to livestock operations; and (iii) a decrease of ARS 384 million in expenses associated with agricultural leasing and services activities. General and administrative expenses in the Agricultural Production segment, measured as a percentage of segment revenues, decreased from 7.1% for the period ended June 30, 2025 to 6.4% for the period ended June 30, 2026.
Land Sales and Transformation. General and administrative expenses in the Land Sales and Transformation segment increased by 136.5%, from ARS 115 million for the fiscal year ended June 30, 2025 to ARS 272 million for the fiscal year ended June 30, 2026.
Corporate. General and administrative expenses in the Corporate segment decreased by 27.0%, from ARS 7,913 million for the fiscal year ended June 30, 2025 to ARS 5,776 million for the fiscal year ended June 30, 2026.
Others. General and administrative expenses in the Other segment increased by 1.4%, from ARS 17,620 million for the fiscal year ended June 30, 2025 to ARS 17,867 million for the fiscal year ended June 30, 2026. General and administrative expenses in the Other segment, measured as a percentage of segment revenues, decreased from 10.9% for the fiscal year ended June 30, 2025, to 8.2% for the fiscal year ended June 30, 2026.
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Urban Properties and Investment Business
Shopping Malls. General and administrative expenses of Shopping Malls increased by 8.0%, from ARS 38,728 million during the fiscal year ended June 30, 2025, to ARS 41,821 million during the fiscal year ended June 30, 2026, mainly due to: (i) an increase of ARS 1,754 million in salaries, social security charges and other personnel administrative expenses, mainly due to higher charges for bonuses and severance payments; (ii) an increase of ARS 1,272 million in fees and compensations for services, mainly explained by higher professional fees associated with projects and administrative matters; (iii) an increase of ARS 522 million in amortization and depreciation charges; (iv) an increase of ARS 22 million in indirect taxes; (v) an increase of ARS 8 million in rents and expenses; and (vi) an increase of ARS 4 million in freight expenses; partially offset by (vii) a decrease of ARS 248 million in bank expenses; (viii) a decrease of ARS 101 million in directors’ fees; (ix) a decrease of ARS 75 million in travel, transportation and stationery; and (x) a decrease of ARS 65 million in maintenance, security, cleaning, repairs and related expenses. General and administrative expenses of Shopping Malls, measured as a percentage of revenues from such segment, increased from 10.7% during the fiscal year ended June 30, 2025, to 11.3% during the fiscal year ended June 30, 2026.
Offices. General and administrative expenses of our Offices segment decreased by 19.7%, from ARS 3,158 million during the fiscal year ended June 30, 2025, to ARS 2,537 million during the fiscal year ended June 30, 2026, mainly as a result of: (i) a decrease of ARS 298 million in salaries, social security charges and other personnel administrative expenses; (ii) a decrease of ARS 210 million in directors’ fees; (iii) a decrease of ARS 58 million in maintenance, security, cleaning, repairs and related expenses; (iv) a decrease of ARS 29 million in bank expenses; (v) a decrease of ARS 22 million in travel, transportation and stationery; (vi) a decrease of ARS 22 million in fees and compensations for services; and (vii) a decrease of ARS 10 million in rents and expenses; partially offset by (viii) an increase of ARS 19 million in amortization and depreciation charges. General and administrative expenses, measured as a percentage of revenues from the same segment, decreased from 11.8% during the fiscal year ended June 30, 2025, to 8.7% during the fiscal year ended June 30, 2026.
Sales and Developments. General and administrative expenses associated with our Sales and Developments segment increased by 23.1%, from ARS 15,498 million during the fiscal year ended June 30, 2025, to ARS 19,078 million during the fiscal year ended June 30, 2026. The increase was mainly due to: (i) an increase of ARS 1,862 million in salaries, social security charges and other personnel administrative expenses, mainly explained by higher charges for bonuses and severance payments; (ii) an increase of ARS 600 million in fees and compensations for services; (iii) an increase of ARS 493 million in directors’ fees; (iv) an increase of ARS 271 million in amortization and depreciation charges; (v) an increase of ARS 185 million in indirect taxes; (vi) an increase of ARS 131 million in maintenance, security, cleaning, repairs and related expenses; (vii) an increase of ARS 68 million in travel, transportation and stationery; (viii) an increase of ARS 32 million in rents and expenses; and (ix) an increase of ARS 2 million in freight expenses; partially offset by (x) a decrease of ARS 64 million in bank expenses. General and administrative expenses, measured as a percentage of revenues from the same segment, decreased from 90.9% during the fiscal year ended June 30, 2025, to 66.1% during the fiscal year ended June 30, 2026.
Hotels. General and administrative expenses associated with our Hotels segment decreased by 16.5%, from ARS 15,988 million during the fiscal year ended June 30, 2025, to ARS 13,344 million during the fiscal year ended June 30, 2026, mainly as a result of: (i) a decrease of ARS 2,346 million in salaries, social security charges and other personnel administrative expenses; (ii) a decrease of ARS 410 million in maintenance, security, cleaning, repairs and related expenses; (iii) a decrease of ARS 134 million in indirect taxes; (iv) a decrease of ARS 109 million in other charges; and (v) a decrease of ARS 32 million in travel, transportation and stationery; partially offset by (vi) an increase of ARS 289 million in fees and compensations for services; (vii) an increase of ARS 83 million in bank expenses; and (viii) an increase of ARS 20 million in amortization and depreciation charges. General and administrative expenses associated with the Hotels segment, measured as a percentage of revenues from this segment, decreased from 18.5% during the fiscal year ended June 30, 2025, to 15.0% during the fiscal year ended June 30, 2026.
Others. General and administrative expenses associated with our Others segment increased by 4.2%, from ARS 18,913 million during the fiscal year ended June 30, 2025, to ARS 19,704 million during the fiscal year ended June 30, 2026, mainly due to: (i) an increase of ARS 613 million in amortization and depreciation charges; (ii) an increase of ARS 230 million in indirect taxes; (iii) an increase of ARS 127 million in maintenance, security, cleaning, repairs and related expenses; (iv) an increase of ARS 127 million in salaries, social security charges and other personnel administrative expenses; (v) an increase of ARS 39 million in other charges; and (vi) an increase of ARS 1 million in rents and expenses; partially offset by (vii) a decrease of ARS 194 million in directors’ fees; (viii) a decrease of ARS 42 million in bank expenses; (ix) a decrease of ARS 32 million in travel, transportation and stationery; and (x) a decrease of ARS 31 million in fees and compensations for services. General and administrative expenses associated with the Others segment, measured as a percentage of revenues from this segment, decreased from 211.1% during the fiscal year ended June 30, 2025, to 174.4% during the fiscal year ended June 30, 2026.
Selling Expenses
Agricultural Business
Agricultural Production. Selling expenses in the Agricultural Production segment increased by 17.4%, from ARS 47,656 million for the fiscal year ended June 30, 2025 to ARS 55,954 million for the fiscal year ended June 30, 2026, primarily due to: (i) an increase of ARS 6,610 million in expenses related to grain operations; (ii) an increase of ARS 1,331 million in expenses related to sugarcane operations; and (iii) an increase of ARS 357 million in expenses related to livestock operations. Selling expenses in the Agricultural Production segment, measured as a percentage of segment revenues, increased from 10.9% for the period ended June 30, 2025 to 11.0% for the period ended June 30, 2026.
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Land Sales and Transformation. Selling expenses in the Land Sales and Transformation segment decreased by 97.6%, from ARS 2,073 million for the fiscal year ended June 30, 2025 to ARS 49 million for the fiscal year ended June 30, 2026.
Others. Selling expenses in the Other segment increased by 10.7%, from ARS 29,364 million for the fiscal year ended June 30, 2025 to ARS 32,502 million for the fiscal year ended June 30, 2026, primarily due to an increase of ARS 3,138 million in commercial expenses related to other business segments. Selling expenses in the Other segment, measured as a percentage of segment revenues, decreased from 18.1% for the period ended June 30, 2025 to 14.8% for the period ended June 30, 2026.
Urban Properties and Investment Business
Shopping Malls. Selling expenses of the Shopping Malls segment increased by 31.9%, from ARS 18,077 million during the fiscal year ended June 30, 2025, to ARS 23,837 million during the fiscal year ended June 30, 2026, mainly as a result of: (i) an increase of ARS 3,793 million in advertising, promotions and other marketing expenses, mainly due to higher expenses associated with commercial and promotional activities; (ii) an increase of ARS 2,123 million in bad debts (charge and recovery, net); (iii) an increase of ARS 398 million in indirect taxes; (iv) an increase of ARS 135 million in amortization and depreciation charges; and (v) an increase of ARS 59 million in fees and compensations for services; partially offset by (vi) a decrease of ARS 740 million in salaries, social security charges and other personnel administrative expenses; and (vii) a decrease of ARS 10 million in rents and expenses. Selling expenses, measured as a percentage of revenues from the Shopping Malls segment, increased from 5.0% during the fiscal year ended June 30, 2025, to 6.5% during the fiscal year ended June 30, 2026.
Offices. Selling expenses associated with our Offices segment increased by 0.5%, from ARS 1,190 million during the fiscal year ended June 30, 2025, to ARS 1,196 million during the fiscal year ended June 30, 2026. Such variation was mainly generated as a result of: (i) an increase of ARS 74 million in advertising, promotions and other marketing expenses; (ii) an increase of ARS 8 million in bad debts (charge and recovery, net); (iii) an increase of ARS 4 million in indirect taxes; and (iv) an increase of ARS 3 million in fees and compensations for services; partially offset by (v) a decrease of ARS 79 million in salaries, social security charges and other personnel administrative expenses; (vi) a decrease of ARS 2 million in maintenance, security, cleaning, repairs and related expenses; (vii) a decrease of ARS 1 million in rents and expenses; and (viii) a decrease of ARS 1 million in amortization and depreciation charges. Selling expenses associated with our Offices segment, measured as a percentage of revenues from this segment, decreased from 4.4% during the fiscal year ended June 30, 2025, to 4.1% during the fiscal year ended June 30, 2026.
Sales and Developments. Selling expenses associated with our Sales and Developments segment decreased by 8.4%, from ARS 4,161 million during the fiscal year ended June 30, 2025, to ARS 3,812 million during the fiscal year ended June 30, 2026. The variation was mainly explained by lower expenses incurred in the sale of properties due to a lower number of transactions than in the prior fiscal year. Among the most significant variations were: (i) a decrease of ARS 1,600 million in indirect taxes due to lower stamp tax expenses; (ii) a decrease of ARS 205 million in salaries, social security charges and other personnel administrative expenses; and (iii) a decrease of ARS 3 million in rents and expenses; partially offset by (iv) an increase of ARS 1,435 million in advertising, promotions and other marketing expenses; (v) an increase of ARS 17 million in fees and compensations for services; and (vi) an increase of ARS 7 million in travel, transportation and stationery. Selling expenses associated with our Sales and Developments segment, measured as a percentage of revenues from this segment, decreased from 24.4% during the fiscal year ended June 30, 2025, to 13.2% during the fiscal year ended June 30, 2026.
Hotels. Selling expenses associated with our Hotels segment decreased by 9.5%, from ARS 6,747 million during the fiscal year ended June 30, 2025, to ARS 6,104 million during the fiscal year ended June 30, 2026, mainly as a result of: (i) a decrease of ARS 343 million in fees and compensations for services; (ii) a decrease of ARS 190 million in indirect taxes; (iii) a decrease of ARS 95 million in salaries, social security charges and other personnel administrative expenses; (iv) a decrease of ARS 82 million in other charges; (v) a decrease of ARS 14 million in travel, transportation and stationery; and (vi) a decrease of ARS 12 million in maintenance, security, cleaning, repairs and related expenses; partially offset by (vii) an increase of ARS 81 million in advertising, promotions and other marketing expenses; (viii) an increase of ARS 11 million in bad debts (charge and recovery, net); and (ix) an increase of ARS 2 million in amortization and depreciation charges. Selling expenses associated with our Hotels segment, measured as a percentage of revenues from this segment, decreased from 7.8% during the fiscal year ended June 30, 2025, to 6.9% during the fiscal year ended June 30, 2026.
Others. Selling expenses associated with our Others segment decreased by 7.0%, from ARS 2,021 million during the fiscal year ended June 30, 2025, to ARS 1,880 million during the fiscal year ended June 30, 2026. This decrease is mainly due to: (i) a decrease of ARS 450 million in advertising, promotions and other marketing expenses; and (ii) a decrease of ARS 24 million in fees and compensations for services; partially offset by (iii) an increase of ARS 315 million in indirect taxes; and (iv) an increase of ARS 24 million in bad debts (charge and recovery, net). Selling expenses associated with our Others segment, measured as a percentage of revenues from this segment, decreased from 22.6% during the fiscal year ended June 30, 2025, to 16.6% during the fiscal year ended June 30, 2026.
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Other Operating Results, Net
Agricultural Business
Agricultural Production. Other operating results, net, for the Agricultural Production segment decreased by ARS 15,755 million, from a gain of ARS 7,995 million for the fiscal year ended June 30, 2025 to a loss of ARS 7,760 million for the fiscal year ended June 30, 2026. This decrease was primarily attributable to lower gains on commodity derivatives as a result of positions held during the fiscal year.
Land Sales and Transformation. Other operating results, net, for the Land Sales and Transformation segment decreased by ARS 6,705 million, from a gain of ARS 4,670 million for the fiscal year ended June 30, 2025 to a loss of ARS 2,035 million for the fiscal year ended June 30, 2026. This decrease was primarily attributable to: (i) an impairment loss on property, plant and equipment of ARS 3,571 million related to the La Suiza agricultural operation; and (ii) the valuation effect of receivables associated with farmland sales denominated in soybean bags, whose fair value measurement reflected the decline in soybean prices during the fiscal year.
Others. Other operating results, net, for the Other segment increased by ARS 919 million, from a gain of ARS 3,301 million for the fiscal year ended June 30, 2025 to a gain of ARS 4,220 million for the fiscal year ended June 30, 2026. This increase was primarily attributable to higher interest income generated by operating assets, mainly related to default interest charged on trade receivables.
Urban Properties and Investment Business
Shopping Malls. Other operating results, net associated with our Shopping Malls segment varied by 9.7%, from a net loss of ARS 668 million during the fiscal year ended June 30, 2025, to a net loss of ARS 603 million during the fiscal year ended June 30, 2026, mainly as a result of: (i) a higher charge of ARS 1,472 million for donations; and (ii) a lower gain of ARS 10 million from the sale of property, plant and equipment; partially offset by (iii) a gain of ARS 1,016 million from other income related to the acquisition of tax credits; (iv) an increase of ARS 500 million in interest earned generated by operating assets; (v) a lower charge of ARS 22 million for lawsuits; and (vi) an increase of ARS 9 million in management fee income. Other operating results, net from this segment, measured as a percentage of revenues from this segment, remained stable at 0.2% negative during the fiscal years presented.
Offices. Other operating results, net associated with our Offices segment varied by 65.4%, from a net profit of ARS 243 million during the fiscal year ended June 30, 2025, to a net profit of ARS 84 million during the fiscal year ended June 30, 2026, mainly as a result of: (i) an increase of ARS 84 million in other expenses, mainly due to charges related to claims and damages; (ii) a higher charge of ARS 70 million for donations; (iii) a decrease of ARS 29 million in interest earned generated by operating assets; and (iv) a lower gain of ARS 1 million from the sale of property, plant and equipment; partially offset by (v) a lower charge of ARS 25 million for lawsuits. Other operating results, net from this segment, as a percentage of the revenues from this segment, decreased from 0.9% positive during the fiscal year ended June 30, 2025, to 0.3% positive during the fiscal year ended June 30, 2026.
Sales and Developments. Other operating results, net associated with our Sales and Developments segment varied by 16.5%, from a net loss of ARS 25,468 million for the fiscal year ended June 30, 2025, to a net loss of ARS 29,670 million for the fiscal year ended June 30, 2026, mainly due to: (i) an impairment loss on property, plant and equipment of ARS 18,021 million related to La Adela; and (ii) a higher charge of ARS 726 million for donations; partially offset by: (iii) a lower loss of ARS 13,600 million from the impairment of trading properties for the fiscal year ended June 30, 2026, arising from the comparison between the inflation-adjusted cost of such properties (ARS 230,750 million) and their net realizable value (ARS 218,810 million); (iv) an increase of ARS 571 million in management fee income; and (v) an increase of ARS 196 million in interest income generated by operating assets. Other operating results, net, from this segment, as a percentage of segment revenues, changed from 149.4% negative for the fiscal year ended June 30, 2025, to 102.8% negative for the fiscal year ended June 30, 2026.
Hotels. Other operating results, net associated with the Hotels segment varied by 31.0%, from a net loss of ARS 633 million during the fiscal year ended June 30, 2025, to a net loss of ARS 437 million during the fiscal year ended June 30, 2026, mainly due to a lower charge of ARS 260 million for lawsuits, primarily explained by lower labor contingencies related to Nuevas Fronteras S.A. Other operating results, net from this segment, as a percentage of the revenues from this segment, decreased from 0.7% negative during the fiscal year ended June 30, 2025, to 0.5% negative during the fiscal year ended June 30, 2026.
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Others. Other operating results, net associated with the Others segment varied by 185.7%, from a net profit of ARS 3,556 million during the fiscal year ended June 30, 2025, to a net loss of ARS 3,048 million during the fiscal year ended June 30, 2026, mainly due to: (i) a lower positive result of ARS 3,694 million from the sale of associates compared to the fiscal year ended June 30, 2025; (ii) a lower gain of ARS 2,053 million generated from other operating results, mainly explained by the recovery of provisions recorded in the comparative fiscal year related to La Arena S.A.; and (iii) a higher charge of ARS 1,033 million for lawsuits and contingencies; partially offset by (iv) an increase of ARS 173 million in management fee income; and (v) an increase of ARS 5 million in interest earned generated by operating assets. Other operating results, net from this segment, as a percentage of the revenues from this segment, decreased from 39.7% positive during the fiscal year ended June 30, 2025, to 27.0% negative during the fiscal year ended June 30, 2026.
Management Fees
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 expense associated with this management fee increased by 124.0%, from a loss of ARS 12,127 million for the fiscal year ended June 30, 2025 to a loss of ARS 27,169 million for the fiscal year ended June 30, 2026, as a result of the increase in earnings for the fiscal year used as the basis for its calculation.
Operating Results
Agricultural Business
Agricultural Production. Operating results from operations in the Agricultural Production segment decreased by ARS 40,823 million, from a gain of ARS 21,282 million for the fiscal year ended June 30, 2025 to a loss of ARS 19,541 million for the fiscal year ended June 30, 2026.
Land Sales and Transformation. Operating results from operations in the Land Sales and Transformation segment decreased by ARS 82,409 million, from a gain of ARS 74,690 million for the fiscal year ended June 30, 2025 to a loss of ARS 7,719 million for the fiscal year ended June 30, 2026.
Corporate. Operating results from operations in the Corporate segment improved by ARS 2,137 million, from a loss of ARS 7,913 million for the fiscal year ended June 30, 2025 to a loss of ARS 5,776 million for the fiscal year ended June 30, 2026.
Others. Operating results from operations in the Other segment increased by ARS 40,769 million, from a loss of ARS 23,174 million for the fiscal year ended June 30, 2025 to a gain of ARS 17,595 million for the fiscal year ended June 30, 2026.
Urban Properties and Investment Business
Shopping Malls. Operating results from operations associated with the Shopping Malls segment decreased by 39.5%, from a net profit of ARS 869,081 million during the fiscal year ended June 30, 2025, to a net profit of ARS 525,607 million during the fiscal year ended June 30, 2026. Operating results from the Shopping Malls segment, as a percentage of revenues from such segment, decreased from 240.6% positive during the fiscal year ended June 30, 2025, to 142.5% positive during the fiscal year ended June 30, 2026.
Offices. Operating results from operations associated with our Offices segment varied by 98.4%, from a net loss of ARS 178,542 million during the fiscal year ended June 30, 2025, to a net loss of ARS 2,894 million during the fiscal year ended June 30, 2026. Such variation was mainly attributable to a lower loss of ARS 174,137 million from fair value adjustments of investment properties. Operating results from operations associated with the Offices segment, as a percentage of revenues from such segment, varied from 666.3% negative during the fiscal year ended June 30, 2025, to 9.9% negative during the fiscal year ended June 30, 2026.
Sales and Developments. Operating results from operations associated with our Sales and Developments segment varied by 80.3%, from a net loss of ARS 433,079 million during the fiscal year ended June 30, 2025, to a net loss of ARS 85,202 million during the fiscal year ended June 30, 2026. Such variation was mainly due to the result from fair value adjustments of investment properties. Operating results from operations associated with the Sales and Developments segment, as a percentage of revenues from this segment, decreased from 2,541.2% negative during the fiscal year ended June 30, 2025, to 295.2% negative during the fiscal year ended June 30, 2026.
Hotels. Operating results from operations associated with the Hotels segment varied by 64.3%, from a net profit of ARS 5,273 million during the fiscal year ended June 30, 2025, to a net profit of ARS 8,661 million during the fiscal year ended June 30, 2026. This increase is mainly explained by a partial recovery in occupancy levels and revenues following the decline in activity recorded during the fiscal year ended June 30, 2025. Operating results from operations associated with the Hotels segment, as a percentage of revenues from such segment, increased from 6.1% positive during the fiscal year ended June 30, 2025, to 9.8% positive during the fiscal year ended June 30, 2026.
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Others. Operating results from operations associated with the Others segment varied by 4.7%, from a net loss of ARS 14,629 million during the fiscal year ended June 30, 2025, to a net loss of ARS 15,314 million during the fiscal year ended June 30, 2026. Such variation is mainly due to higher administrative expenses and a higher loss 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 163.3% negative during the fiscal year ended June 30, 2025, to 135.5% negative during the fiscal year ended June 30, 2026.
Share of Profit / (Loss) Of Associates and Joint Ventures
Agricultural Business
Based on segment information (including all of our joint ventures, as well as intersegment eliminations), the share of profit / (loss) of associates and joint ventures increased by ARS 1,692 million (122.6%), from a loss of ARS 1,380 million for the fiscal year ended June 30, 2025 to a gain of ARS 312 million for the fiscal year ended June 30, 2026.
Agricultural Production. The share of profit of associates and joint ventures in the Agricultural Production segment increased by 115.7%, from a gain of ARS 492 million for the fiscal year ended June 30, 2025 to a gain of ARS 1,061 million for the fiscal year ended June 30, 2026. This increase was primarily attributable to improved results at Agrouranga, mainly driven by a lower relative impact of structural expenses on operating results. This was partially offset by weaker results at Uranga Trading, primarily due to lower sales margins, higher plant and structural costs in U.S. dollars, and lower pea and chickpea prices.
Others. The share of loss of associates and joint ventures in the Other segment improved by 60.0%, from a loss of ARS 1,872 million for the fiscal year ended June 30, 2025 to a loss of ARS 749 million for the fiscal year ended June 30, 2026. This improvement was primarily attributable to Agrofy, where expense savings of USD 728 thousand partially offset the impact of revenues below budget.
Urban Properties and Investment Business
The share of profit of associates and joint ventures, according to the segment information, including joint ventures, increased by 4.9%, from a net profit of ARS 37,292 million during the fiscal year ended June 30, 2025 to a net profit of ARS 39,134 million during the fiscal year ended June 30, 2026, mainly due to higher positive results from the Others segment.
Also, partially offset by a 61.8% decrease the net share of profit of joint ventures, mainly from Nuevo Puerto Santa Fe S.A. (Shopping Malls segment) and Puerto Retiro S.A. (Sales and Developments segment), which decreased, from a profit of ARS 3,462 million during the fiscal year ended June 30, 2025, to a profit of ARS 1,323 million during the fiscal year ended June 30, 2026, 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 venture Puerto Retiro S.A. is recorded on a consolidated basis, line by line.
Hotels. This segment does not show results from the share of profit / (loss) of associates and joint ventures.
Others. The share of profit of associates from the Others segment increased by 11.8%, from a net profit of ARS 33,830 million during the fiscal year ended June 30, 2025, to a net profit of ARS 37,811 million during the fiscal year ended June 30, 2026, mainly as a result of the variation from our investments in La Rural S.A. by ARS 1,131 million positive, New Lipstick LLC by ARS 1,339 million positive, Challenger Gold Limited by ARS 3,792 million positive, and Banco Hipotecario S.A. by ARS 2,431 million negative. This variation is mainly explained by the macroeconomic conditions in Argentina, which affected the operations of the associated companies.
Financial Results, Net
Net financial results recorded a positive variation of ARS 268 million, increasing from a gain of ARS 63,537 million for the fiscal year ended June 30, 2025 to a gain of ARS 63,805 million for the fiscal year ended June 30, 2026. This variation was primarily attributable to: (i) an increase of ARS 107,848 million in net foreign exchange gains; (ii) an increase of ARS 21,220 million in gains from exposure to changes in the purchasing power of the currency (RECPAM); (iii) a decrease of ARS 8,774 million in net losses from derivative financial instruments, excluding commodities; (iv) the absence of other negative financial results amounting to ARS 7,291 million that had been recognized in the comparative fiscal year; and (v) an increase of ARS 1,730 million in finance income. These positive effects were substantially offset by: (i) a decrease of ARS 75,538 million in net gains from the fair value measurement of financial assets and liabilities through profit or loss; (ii) an increase of ARS 60,807 million in interest expense; (iii) an increase of ARS 9,628 million in other financial costs; and (iv) a decrease of ARS 622 million in gains from the repurchase of notes.
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Income Tax
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 expense increased from a loss of ARS 94,879 million for the fiscal year ended June 30, 2025 to a loss of ARS 117,193 million for the fiscal year ended June 30, 2026. Of this amount, a gain of ARS 27,168 million was attributable to the Agribusiness segment, offset by a loss of ARS 144,361 million attributable to the Urban Properties and Investments Business segment.
Net Profit
As a result of the factors described above, our net profit for the year increased by ARS 72,645 million, from net income of ARS 299,635 million for the fiscal year ended June 30, 2025 to net income of ARS 372,280 million for the fiscal year ended June 30, 2026. Of this amount, a loss of ARS 26,784 million was attributable to the Agribusiness segment, which was offset by a gain of ARS 399,064 million attributable to the Urban Properties and Investments Business segment.
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Results of Operations for the Fiscal Years ended June 30, 2025 and 2024
The following table contains a summary of our results of operations for the 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 |
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
| 06.30.25 |
|
| 06.30.24 |
|
| Var. |
|
| 06.30.25 |
|
| 06.30.24 |
|
| Var. |
|
| 06.30.25 |
|
| 06.30.24 |
|
| Var. |
|
| 06.30.25 |
|
| 06.30.24 |
|
| Var. |
|
| 06.30.25 |
|
| 06.30.24 |
|
| Var. |
|
| 06.30.25 |
|
| 06.30.24 |
|
| Var. |
|
| 06.30.25 |
|
| 06.30.24 |
|
| Var. |
| |||||||||||||||||||||
|
| (in million of ARS) |
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Revenues |
|
| 598,649 |
|
|
| 672,565 |
|
|
| (73,916 | ) |
|
| 500,352 |
|
|
| 503,744 |
|
|
| (3,392 | ) |
|
| 1,099,001 |
|
|
| 1,176,309 |
|
|
| (77,308 | ) |
|
| (2,900 | ) |
|
| (2,706 | ) |
|
| (194 | ) |
|
| 128,254 |
|
|
| 110,690 |
|
|
| 17,564 |
|
|
| (3,519 | ) |
|
| (3,091 | ) |
|
| (428 | ) |
|
| 1,220,836 |
|
|
| 1,281,202 |
|
|
| (60,366 | ) |
Costs |
|
| (516,513 | ) |
|
| (559,338 | ) |
|
| 42,825 |
|
|
| (116,996 | ) |
|
| (91,035 | ) |
|
| (25,961 | ) |
|
| (633,509 | ) |
|
| (650,373 | ) |
|
| 16,864 |
|
|
| 273 |
|
|
| 301 |
|
|
| (28 | ) |
|
| (128,974 | ) |
|
| (112,901 | ) |
|
| (16,073 | ) |
|
| (3 | ) |
|
| - |
|
|
| (3 | ) |
|
| (762,213 | ) |
|
| (762,973 | ) |
|
| 760 |
|
Initial recognition and changes in the fair value of biological assets and agricultural products at the point of harvest |
|
| 23,658 |
|
|
| 9,941 |
|
|
| 13,717 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 23,658 |
|
|
| 9,941 |
|
|
| 13,717 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 3,047 |
|
|
| 1,321 |
|
|
| 1,726 |
|
|
| 26,705 |
|
|
| 11,262 |
|
|
| 15,443 |
|
Changes in the net realizable value of agricultural products after harvest |
|
| 6,199 |
|
|
| 13,357 |
|
|
| (7,158 | ) |
|
| - |
|
|
| - |
|
|
| - |
|
|
| 6,199 |
|
|
| 13,357 |
|
|
| (7,158 | ) |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 6,199 |
|
|
| 13,357 |
|
|
| (7,158 | ) |
Gross profit / (loss) |
|
| 111,993 |
|
|
| 136,525 |
|
|
| (24,532 | ) |
|
| 383,356 |
|
|
| 412,709 |
|
|
| (29,353 | ) |
|
| 495,349 |
|
|
| 549,234 |
|
|
| (53,885 | ) |
|
| (2,627 | ) |
|
| (2,405 | ) |
|
| (222 | ) |
|
| (720 | ) |
|
| (2,211 | ) |
|
| 1,491 |
|
|
| (475 | ) |
|
| (1,770 | ) |
|
| 1,295 |
|
|
| 491,527 |
|
|
| 542,848 |
|
|
| (51,321 | ) |
Net loss from fair value adjustment of investment properties |
|
| 16,649 |
|
|
| (13,879 | ) |
|
| 30,528 |
|
|
| 12,199 |
|
|
| (636,004 | ) |
|
| 648,203 |
|
|
| 28,848 |
|
|
| (649,883 | ) |
|
| 678,731 |
|
|
| (3,374 | ) |
|
| 679 |
|
|
| (4,053 | ) |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 25,474 |
|
|
| (649,204 | ) |
|
| 674,678 |
|
Gain from disposal of farmlands |
|
| 56,079 |
|
|
| 97,960 |
|
|
| (41,881 | ) |
|
| - |
|
|
| - |
|
|
| - |
|
|
| 56,079 |
|
|
| 97,960 |
|
|
| (41,881 | ) |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 56,079 |
|
|
| 97,960 |
|
|
| (41,881 | ) |
General and administrative expenses |
|
| (56,709 | ) |
|
| (62,705 | ) |
|
| 5,996 |
|
|
| (92,285 | ) |
|
| (95,802 | ) |
|
| 3,517 |
|
|
| (148,994 | ) |
|
| (158,507 | ) |
|
| 9,513 |
|
|
| 399 |
|
|
| 323 |
|
|
| 76 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 354 |
|
|
| 198 |
|
|
| 156 |
|
|
| (148,241 | ) |
|
| (157,986 | ) |
|
| 9,745 |
|
Selling expenses |
|
| (79,093 | ) |
|
| (81,494 | ) |
|
| 2,401 |
|
|
| (32,196 | ) |
|
| (32,566 | ) |
|
| 370 |
|
|
| (111,289 | ) |
|
| (114,060 | ) |
|
| 2,771 |
|
|
| 169 |
|
|
| 247 |
|
|
| (78 | ) |
|
| - |
|
|
| - |
|
|
| - |
|
|
| 143 |
|
|
| 1,383 |
|
|
| (1,240 | ) |
|
| (110,977 | ) |
|
| (112,430 | ) |
|
| 1,453 |
|
Other operating results, net |
|
| 15,966 |
|
|
| 51,955 |
|
|
| (35,989 | ) |
|
| (22,970 | ) |
|
| (13,060 | ) |
|
| (9,910 | ) |
|
| (7,004 | ) |
|
| 38,895 |
|
|
| (45,899 | ) |
|
| (5 | ) |
|
| (41 | ) |
|
| 36 |
|
|
| 463 |
|
|
| 781 |
|
|
| (318 | ) |
|
| (124 | ) |
|
| 162 |
|
|
| (286 | ) |
|
| (6,670 | ) |
|
| 39,797 |
|
|
| (46,467 | ) |
Management fees |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| (12,127 | ) |
|
| (17,288 | ) |
|
| 5,161 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| (12,127 | ) |
|
| (17,288 | ) |
|
| 5,161 |
|
Profit / (loss) from operations |
|
| 64,885 |
|
|
| 128,362 |
|
|
| (63,477 | ) |
|
| 248,104 |
|
|
| (364,723 | ) |
|
| 612,827 |
|
|
| 312,989 |
|
|
| (236,361 | ) |
|
| 549,350 |
|
|
| (5,438 | ) |
|
| (1,197 | ) |
|
| (4,241 | ) |
|
| (12,384 | ) |
|
| (18,718 | ) |
|
| 6,334 |
|
|
| (102 | ) |
|
| (27 | ) |
|
| (75 | ) |
|
| 295,065 |
|
|
| (256,303 | ) |
|
| 551,368 |
|
Share of (loss) / profit of associates and joint ventures |
|
| (1,380 | ) |
|
| (2,018 | ) |
|
| 638 |
|
|
| 33,830 |
|
|
| 62,859 |
|
|
| (29,029 | ) |
|
| 32,450 |
|
|
| 60,841 |
|
|
| (28,391 | ) |
|
| 3,462 |
|
|
| 515 |
|
|
| 2,947 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 35,912 |
|
|
| 61,356 |
|
|
| (25,444 | ) |
Segment profit / (loss) |
|
| 63,505 |
|
|
| 126,344 |
|
|
| (62,839 | ) |
|
| 281,934 |
|
|
| (301,864 | ) |
|
| 583,798 |
|
|
| 345,439 |
|
|
| (175,520 | ) |
|
| 520,959 |
|
|
| (1,976 | ) |
|
| (682 | ) |
|
| (1,294 | ) |
|
| (12,384 | ) |
|
| (18,718 | ) |
|
| 6,334 |
|
|
| (102 | ) |
|
| (27 | ) |
|
| (75 | ) |
|
| 330,977 |
|
|
| (194,947 | ) |
|
| 525,924 |
|
(i) | Represents the equity value of joint ventures that were proportionately consolidated for information by segment purposes. |
(ii) | Includes gross profit / (loss) of ARS (720) million and ARS (2,211) million corresponding to Building Administration Expenses and Collective Promotion Fund (FPC), as of June 30, 2025 and 2024, respectively. |
Agricultural Business
The following table shows a summary of our results of operations of our Agricultural Business segment for the fiscal years ended June 30, 2025 and 2024.
|
| Agricultural production |
|
| Land transformation and sales |
|
| Corporate |
|
| Others |
|
| Total |
| |||||||||||||||||||||||||||||||||||||||||||||
|
| 06.30.25 |
|
| 06.30.24 |
|
| Var. |
|
| 06.30.25 |
|
| 06.30.24 |
|
| Var. |
|
| 06.30.25 |
|
| 06.30.24 |
|
| Var. |
|
| 06.30.25 |
|
| 06.30.24 |
|
| Var. |
|
| 06.30.25 |
|
| 06.30.24 |
|
| Var. |
| |||||||||||||||
|
| (in million of ARS) |
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Revenues |
|
| 436,668 |
|
|
| 499,707 |
|
|
| (63,039 | ) |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 161,981 |
|
|
| 172,858 |
|
|
| (10,877 | ) |
|
| 598,649 |
|
|
| 672,565 |
|
|
| (73,916 | ) |
Costs |
|
| (374,521 | ) |
|
| (445,067 | ) |
|
| 70,546 |
|
|
| (520 | ) |
|
| (425 | ) |
|
| (95 | ) |
|
| - |
|
|
| - |
|
|
| - |
|
|
| (141,472 | ) |
|
| (113,846 | ) |
|
| (27,626 | ) |
|
| (516,513 | ) |
|
| (559,338 | ) |
|
| 42,825 |
|
Initial recognition and changes in the fair value of biological assets and agricultural products at the point of harvest |
|
| 23,658 |
|
|
| 9,941 |
|
|
| 13,717 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 23,658 |
|
|
| 9,941 |
|
|
| 13,717 |
|
Changes in the net realizable value of agricultural products after harvest |
|
| 6,199 |
|
|
| 13,357 |
|
|
| (7,158 | ) |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 6,199 |
|
|
| 13,357 |
|
|
| (7,158 | ) |
Gross profit / (loss) |
|
| 92,004 |
|
|
| 77,938 |
|
|
| 14,066 |
|
|
| (520 | ) |
|
| (425 | ) |
|
| (95 | ) |
|
| - |
|
|
| - |
|
|
| - |
|
|
| 20,509 |
|
|
| 59,012 |
|
|
| (38,503 | ) |
|
| 111,993 |
|
|
| 136,525 |
|
|
| (24,532 | ) |
Net loss from fair value adjustment of investment properties |
|
| - |
|
|
| - |
|
|
| - |
|
|
| 16,649 |
|
|
| (13,879 | ) |
|
| 30,528 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 16,649 |
|
|
| (13,879 | ) |
|
| 30,528 |
|
Gain from disposal of farmlands |
|
| - |
|
|
| - |
|
|
| - |
|
|
| 56,079 |
|
|
| 97,960 |
|
|
| (41,881 | ) |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 56,079 |
|
|
| 97,960 |
|
|
| (41,881 | ) |
General and administrative expenses |
|
| (31,061 | ) |
|
| (36,570 | ) |
|
| 5,509 |
|
|
| (115 | ) |
|
| (117 | ) |
|
| 2 |
|
|
| (7,913 | ) |
|
| (8,533 | ) |
|
| 620 |
|
|
| (17,620 | ) |
|
| (17,485 | ) |
|
| (135 | ) |
|
| (56,709 | ) |
|
| (62,705 | ) |
|
| 5,996 |
|
Selling expenses |
|
| (47,656 | ) |
|
| (53,874 | ) |
|
| 6,218 |
|
|
| (2,073 | ) |
|
| (2,214 | ) |
|
| 141 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| (29,364 | ) |
|
| (25,406 | ) |
|
| (3,958 | ) |
|
| (79,093 | ) |
|
| (81,494 | ) |
|
| 2,401 |
|
Other operating results, net |
|
| 7,995 |
|
|
| 15,825 |
|
|
| (7,830 | ) |
|
| 4,670 |
|
|
| 25,575 |
|
|
| (20,905 | ) |
|
| - |
|
|
| - |
|
|
| - |
|
|
| 3,301 |
|
|
| 10,555 |
|
|
| (7,254 | ) |
|
| 15,966 |
|
|
| 51,955 |
|
|
| (35,989 | ) |
Profit / (loss) from operations |
|
| 21,282 |
|
|
| 3,319 |
|
|
| 17,963 |
|
|
| 74,690 |
|
|
| 106,900 |
|
|
| (32,210 | ) |
|
| (7,913 | ) |
|
| (8,533 | ) |
|
| 620 |
|
|
| (23,174 | ) |
|
| 26,676 |
|
|
| (49,850 | ) |
|
| 64,885 |
|
|
| 128,362 |
|
|
| (63,477 | ) |
Share of profit/ (loss) of associates and joint ventures |
|
| 492 |
|
|
| 2,886 |
|
|
| (2,394 | ) |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| (1,872 | ) |
|
| (4,904 | ) |
|
| 3,032 |
|
|
| (1,380 | ) |
|
| (2,018 | ) |
|
| 638 |
|
Segment profit / (loss) |
|
| 21,774 |
|
|
| 6,205 |
|
|
| 15,569 |
|
|
| 74,690 |
|
|
| 106,900 |
|
|
| (32,210 | ) |
|
| (7,913 | ) |
|
| (8,533 | ) |
|
| 620 |
|
|
| (25,046 | ) |
|
| 21,772 |
|
|
| (46,818 | ) |
|
| 63,505 |
|
|
| 126,344 |
|
|
| (62,839 | ) |
| 167 |
| Table of Contents |
Urban Properties and Investment Business
The following table shows a summary of our results of operations of our Urban Properties and Investment Business segment for the fiscal years ended June 30, 2025 and 2024.
|
| Shopping Malls |
|
| Offices |
|
| Sales and developments |
|
| Hotels |
|
| Others |
|
| Total |
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
| 06.30.25 |
|
| 06.30.24 |
|
| Var. |
|
| 06.30.25 |
|
| 06.30.24 |
|
| Var. |
|
| 06.30.25 |
|
| 06.30.24 |
|
| Var. |
|
| 06.30.25 |
|
| 06.30.24 |
|
| Var. |
|
| 06.30.25 |
|
| 06.30.24 |
|
| Var. |
|
| 06.30.25 |
|
| 06.30.24 |
|
| Var. |
| ||||||||||||||||||
|
| (in millions of ARS) |
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Revenues |
|
| 361,288 |
|
|
| 334,495 |
|
|
| 26,793 |
|
|
| 26,796 |
|
|
| 30,243 |
|
|
| (3,447 | ) |
|
| 17,042 |
|
|
| 17,215 |
|
|
| (173 | ) |
|
| 86,266 |
|
|
| 114,637 |
|
|
| (28,371 | ) |
|
| 8,960 |
|
|
| 7,154 |
|
|
| 1,806 |
|
|
| 500,352 |
|
|
| 503,744 |
|
|
| (3,392 | ) |
Costs |
|
| (27,651 | ) |
|
| (19,949 | ) |
|
| (7,702 | ) |
|
| (2,326 | ) |
|
| (2,201 | ) |
|
| (125 | ) |
|
| (23,944 | ) |
|
| (9,950 | ) |
|
| (13,994 | ) |
|
| (57,625 | ) |
|
| (53,885 | ) |
|
| (3,740 | ) |
|
| (5,450 | ) |
|
| (5,050 | ) |
|
| (400 | ) |
|
| (116,996 | ) |
|
| (91,035 | ) |
|
| (25,961 | ) |
Gross profit |
|
| 333,637 |
|
|
| 314,546 |
|
|
| 19,091 |
|
|
| 24,470 |
|
|
| 28,042 |
|
|
| (3,572 | ) |
|
| (6,902 | ) |
|
| 7,265 |
|
|
| (14,167 | ) |
|
| 28,641 |
|
|
| 60,752 |
|
|
| (32,111 | ) |
|
| 3,510 |
|
|
| 2,104 |
|
|
| 1,406 |
|
|
| 383,356 |
|
|
| 412,709 |
|
|
| (29,353 | ) |
Net loss from fair value adjustment of investment properties |
|
| 592,917 |
|
|
| (27,810 | ) |
|
| 620,727 |
|
|
| (198,907 | ) |
|
| (129,562 | ) |
|
| (69,345 | ) |
|
| (381,050 | ) |
|
| (478,094 | ) |
|
| 97,044 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| (761 | ) |
|
| (538 | ) |
|
| (223 | ) |
|
| 12,199 |
|
|
| (636,004 | ) |
|
| 648,203 |
|
General and administrative expenses |
|
| (38,728 | ) |
|
| (40,232 | ) |
|
| 1,504 |
|
|
| (3,158 | ) |
|
| (3,839 | ) |
|
| 681 |
|
|
| (15,498 | ) |
|
| (16,404 | ) |
|
| 906 |
|
|
| (15,988 | ) |
|
| (17,394 | ) |
|
| 1,406 |
|
|
| (18,913 | ) |
|
| (17,933 | ) |
|
| (980 | ) |
|
| (92,285 | ) |
|
| (95,802 | ) |
|
| 3,517 |
|
Selling expenses |
|
| (18,077 | ) |
|
| (16,770 | ) |
|
| (1,307 | ) |
|
| (1,190 | ) |
|
| (335 | ) |
|
| (855 | ) |
|
| (4,161 | ) |
|
| (6,025 | ) |
|
| 1,864 |
|
|
| (6,747 | ) |
|
| (7,829 | ) |
|
| 1,082 |
|
|
| (2,021 | ) |
|
| (1,607 | ) |
|
| (414 | ) |
|
| (32,196 | ) |
|
| (32,566 | ) |
|
| 370 |
|
Other operating results, net |
|
| (668 | ) |
|
| (5,288 | ) |
|
| 4,620 |
|
|
| 243 |
|
|
| (117 | ) |
|
| 360 |
|
|
| (25,468 | ) |
|
| (7,085 | ) |
|
| (18,383 | ) |
|
| (633 | ) |
|
| (2,106 | ) |
|
| 1,473 |
|
|
| 3,556 |
|
|
| 1,536 |
|
|
| 2,020 |
|
|
| (22,970 | ) |
|
| (13,060 | ) |
|
| (9,910 | ) |
Profit / (loss) from operations |
|
| 869,081 |
|
|
| 224,446 |
|
|
| 644,635 |
|
|
| (178,542 | ) |
|
| (105,811 | ) |
|
| (72,731 | ) |
|
| (433,079 | ) |
|
| (500,343 | ) |
|
| 67,264 |
|
|
| 5,273 |
|
|
| 33,423 |
|
|
| (28,150 | ) |
|
| (14,629 | ) |
|
| (16,438 | ) |
|
| 1,809 |
|
|
| 248,104 |
|
|
| (364,723 | ) |
|
| 612,827 |
|
Share of profit of associates and joint ventures |
|
| - |
|
|
| - |
|
|
| - |
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| - |
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|
| - |
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| - |
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| - |
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| - |
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| - |
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| - |
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| - |
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| - |
|
|
| 33,830 |
|
|
| 62,859 |
|
|
| (29,029 | ) |
|
| 33,830 |
|
|
| 62,859 |
|
|
| (29,029 | ) |
Segment profit / (loss) |
|
| 869,081 |
|
|
| 224,446 |
|
|
| 644,635 |
|
|
| (178,542 | ) |
|
| (105,811 | ) |
|
| (72,731 | ) |
|
| (433,079 | ) |
|
| (500,343 | ) |
|
| 67,264 |
|
|
| 5,273 |
|
|
| 33,423 |
|
|
| (28,150 | ) |
|
| 19,201 |
|
|
| 46,421 |
|
|
| (27,220 | ) |
|
| 281,934 |
|
|
| (301,864 | ) |
|
| 583,798 |
|
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Revenues
Agricultural Business
Agricultural Production. Revenues from the Agricultural Production segment decreased by 12.6%, from ARS 499,707 million for the fiscal year ended June 30, 2024, to ARS 436,668 million for the fiscal year ended June 30, 2025. Such decrease is mainly attributable to:
| · | ARS 82,234 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; |
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| · | ARS 1,001 million decrease in revenues from leases and services in Brazil, due to lower leasing activity with third parties (measured in soybean bags); |
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| · | ARS 12,254 million increase in revenues from cattle sales, due to improved price performance in Argentina; and |
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| · | ARS 7,942 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 172,858 million for the fiscal year ended June 30, 2024, to ARS 161,981 million for the fiscal year ended June 30, 2025. This variation is mainly explained by an ARS 10,877 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 334,495 million during the fiscal year ended June 30, 2024, to ARS 361,288 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 quantity and amount of 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 59,849 million in base rental revenues, mainly explained by contract renegotiations under more favorable terms; (ii) an increase of ARS 4,225 million in parking revenues, mainly explained by rate adjustments above inflation; (iii) an increase of ARS 3,691 million in admission rights, mainly due to contract renegotiations; (iv) an increase of ARS 2,718 million in commissions; and (v) an increase of ARS 351 million in revenues from management and administrative services; partially offset by (vi) a decrease of ARS 43,994 million in contingent rental revenues.
Offices. Revenues from the Offices segment decreased by 11.4% from ARS 30,243 million during the fiscal year ended June 30, 2024, to ARS 26,796 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 30,122 million during the fiscal year ended June 30, 2024, to ARS 26,483 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 the inflation rate.
Sales and Developments. Revenues from the Sales and Developments segment recorded a 1.0% decrease from ARS 17,215 million during the fiscal year ended June 30, 2024, to ARS 17,042 million during the fiscal year ended June 30, 2025. The decrease was mainly attributable to: (i) a decrease of ARS 2,082 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 1,617 million in revenues from the sale of trading properties, as during the fiscal year ended June 30, 2025 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.
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Hotels. Revenues from our Hotels segment decreased by 24.7% from ARS 114,637 million during the fiscal year ended June 30, 2024, to ARS 86,266 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 7,154 million during the fiscal year ended June 30, 2024, to ARS 8,960 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 Shefa for the services of the APPA application for promotions and actions of the Shopping Malls.
Costs
Agricultural Business
Agricultural Production. The costs of the Agricultural Production segment decreased by 15.9%, from ARS 445,067 million for the fiscal year ended June 30, 2024, to ARS 374,521 million for the fiscal year ended June 30, 2025, primarily due to:
| · | ARS 83,960 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; |
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| · | ARS 4,285 million decrease in lease and service costs, mainly due to lower lease costs in Brazil; |
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| · | ARS 11,955 million increase in cattle sales costs, primarily as a result of a higher volume of kilograms sold during the fiscal year ended June 30, 2025, compared to the fiscal year ended June 30, 2024; and |
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| · | ARS 5,744 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 22.4%, from ARS 425 million for the fiscal year ended June 30, 2024, to ARS 520 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 113,846 million for the fiscal year ended June 30, 2024, to ARS 141,472 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.
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Urban Properties and Investment Business
Shopping Malls. Costs associated with the Shopping Malls segment increased by 38.6%, from ARS 19,949 million during the fiscal year ended June 30, 2024, to ARS 27,651 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 1,877 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; (ii) an increase of ARS 1,727 million in rents and expenses; (iii) an increase of ARS 1,524 million in fees and compensations for services; (iv) an increase of ARS 1,284 million in salaries, social security charges and other personnel administrative expenses; (v) an increase of ARS 799 million in maintenance, security, cleaning, repairs and related expenses; (vi) an increase of ARS 731 million in indirect taxes; partially offset by (vii) a decrease of ARS 129 million in bank expenses; and (viii) a decrease of ARS 120 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.
Offices. Costs associated with the Offices segment increased by 5.7%, from ARS 2,201 million during the fiscal year ended June 30, 2024, to ARS 2,326 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 198 million in rents and expenses, partially explained by higher expenses from the Coworking Philips space; (ii) an increase of ARS 252 million in maintenance, security, cleaning, repairs and related expenses; (iii) an increase of ARS 99 million in travel, transportation and stationery; (iv) an increase of ARS 47 million in amortization and depreciation charges; partially offset by (v) a decrease of ARS 476 million in fees and compensations for services. Costs associated with the Offices segment, measured as a percentage of 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 9,950 million during the fiscal year ended June 30, 2024, to ARS 23,944 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 12,772 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 713 million in rents and expenses; (iii) an increase of ARS 404 million in salaries, social security charges and other personnel administrative expenses; (iv) an increase of ARS 157 million in indirect taxes; (v) an increase of ARS 78 million in maintenance, security, cleaning, repairs and related expenses; partially offset by (vi) a decrease of ARS 98 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 53,885 million during the fiscal year ended June 30, 2024, to ARS 57,625 million during the fiscal year ended June 30, 2025, mainly as a result of: (i) an increase of ARS 5,808 million in salaries, social security charges and other personnel administrative expenses; partially offset by (ii) a decrease of ARS 962 million in food, beverages and other hotel expenses; (iii) a decrease of ARS 701 million in fees and compensations for services; (iv) a decrease of ARS 294 million in maintenance, security, cleaning, repairs and related expenses; and (v) a decrease of ARS 203 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 5,050 million during the fiscal year ended June 30, 2024, to ARS 5,450 million during the fiscal year ended June 30, 2025, mainly as a result of (i) an increase of ARS 272 million in indirect taxes; (ii) an increase of ARS 200 million in fees and compensations for services; (iii) an increase of ARS 96 million in amortization and depreciation charges; (iv) an increase of ARS 58 million in travel, transportation and stationery; partially offset by (v) a decrease of ARS 153 million in other charges; (vi) a decrease of ARS 39 million in salaries, social security charges and other personnel administrative expenses; and (vii) a decrease of ARS 32 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
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 13,717 million (138.0%), from a gain of ARS 9,941 million for the fiscal year ended June 30, 2024, to a gain of ARS 23,658 million for the fiscal year ended June 30, 2025.
Such variation was mainly as a result of:
| · | An increase of ARS 7,655 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 29,757 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 19,095 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
Results from changes in the net realizable value of agricultural produce after harvest, according to the segment information, including joint ventures, decreased by ARS 7,158 million (53.6%), from a gain of ARS 13,357 million during the fiscal year ended June 30, 2024, to a gain of ARS 6,199 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
Agricultural Business
Agricultural Production. Gross profit from this segment increased by 18.0%, from a profit of ARS 77,938 million in the fiscal year ended June 30, 2024, to a profit of ARS 92,004 million in the fiscal year ended June 30, 2025.
Land Transformation and Sales. Gross loss from this segment increased by 22.4%, from a loss of ARS 425 million in the fiscal year ended June 30, 2024, to a loss of ARS 520 million in the fiscal year ended June 30, 2025.
Others. Gross profit from this segment decreased by 65.2%, from a profit of ARS 59,012 million in the fiscal year ended June 30, 2024, to a profit of ARS 20,509 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 314,546 million during the fiscal year ended June 30, 2024, to an ARS 333,637 million profit 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.
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Offices. Gross profit from the Offices segment decreased by 12.7%, from a profit of ARS 28,042 million during the fiscal year ended June 30, 2024, to an ARS 24,470 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 91.3% positive during the fiscal year ended June 30, 2025.
Sales and developments. Gross profit / (loss) from the Sales and Developments segment decreased by 195.0%, from a profit of ARS 7,265 million during the fiscal year ended June 30, 2024, to an ARS 6,902 million loss during the fiscal year ended June 30, 2025. Gross profit / (loss) 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.
Hotels. Gross profit from the Hotels segment decreased by 52.9%, from a profit of ARS 60,752 million during the fiscal year ended June 30, 2024, to an ARS 28,641 million profit 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 2,104 million during the fiscal year ended June 30, 2024, to an ARS 3,510 million profit 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 in gross profit / (loss) described herein derive mainly from the variations in revenues and costs discussed above.
Net Gain / (Loss) From Changes in the Fair Value of Investment Properties
Agricultural Business
According to information by segments (taking into account all our joint ventures and inter-segment eliminations), the net gain / (loss) from changes in the fair value of investment properties varied by ARS 30,528 million (220.0%), from a net loss of ARS 13,879 million in the fiscal year ended June 30, 2024, to a net gain of ARS 16,649 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 / (loss) from fair value adjustment of investment properties, according to the segment information, including joint ventures, varied by ARS 644,150 million, from a net loss of ARS 635,325 million during the fiscal year ended June 30, 2024, to a net gain of ARS 8,825 million during the fiscal year ended June 30, 2025.
According to information by segments, the net (loss) / gain from fair value adjustment of investment properties went from a loss of ARS 636,004 million (out of which an ARS 27,810 million loss derives from our Shopping Malls segment; an ARS 129,562 million loss from our Offices segment; an ARS 478,094 million loss from our Sales and Developments segment and an ARS 538 million loss from our Others segment) during the fiscal year ended June 30, 2024, to a gain of ARS 12,199 million during the fiscal year ended June 30, 2025 (out of which an ARS 592,917 million profit derives from our Shopping Malls segment; an ARS 198,907 million loss from our Offices segment; an ARS 381,050 million loss from our Sales and Developments segment and an ARS 761 million loss from our Others segment).
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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.
Gain from Disposal of Farmlands
The total result from the sale of farmland, decreased by ARS 41,881 million (42.8%), from ARS 97,960 million for the fiscal year ended June 30, 2024, to ARS 56,079 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 57,953 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 2,142 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 2,847 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) of which USD 1.1 million has been collected to date. The remaining balance of USD 1.13 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 39,869 million) at the date of the transaction. As of June 30, 2025, the buyer made an initial payment of BRL 2.0 million (ARS 568 million), and in July 2025 paid the first installment of BRL 40.0 million (ARS 11,392 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. |
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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. |
General and Administrative Expenses
Agricultural Business
Agricultural Production. General and administrative expenses associated with the Agricultural Production segment decreased by 15.1%, from ARS 36,570 million in the fiscal year ended June 30, 2024, to ARS 31,061 million in the fiscal year ended June 30, 2025, mainly due to: a decrease of ARS 4,638 million in expenses related to crop operations; a decrease of ARS 443 million in expenses related to sugarcane operations; a decrease of ARS 223 million in expenses related to cattle operations; and a decrease of ARS 205 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 1.7%, from ARS 117 million during the fiscal year ended June 30, 2024, to ARS 115 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 8,533 million during the fiscal year ended June 30, 2024, to ARS 7,913 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 17,485 million during the fiscal year ended June 30, 2024, to ARS 17,620 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 Shopping Malls decreased by 3.7%, from ARS 40,232 million during the fiscal year ended June 30, 2024, to ARS 38,728 million during the fiscal year ended June 30, 2025, mainly due to: (i) a decrease of ARS 1,309 million in directors’ fees; (ii) a decrease of ARS 593 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 158 million in maintenance, security, cleaning, repairs and related expenses; (iv) a decrease of ARS 122 million in amortization and depreciation charges; partially offset by (v) an increase of ARS 596 million in salaries, social security charges and other personnel administrative expenses; (vi) an increase of ARS 54 million in travel, transportation and stationery; and (vii) an increase of ARS 28 million in rents and expenses. General and administrative expenses of Shopping Malls, measured as a percentage of revenues from such segment, decreased from 12.0% during the fiscal year ended June 30, 2024, to 10.7% during the fiscal year ended June 30, 2025.
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Offices. General and administrative expenses of our Offices segment decreased by 17.7%, from ARS 3,839 million during the fiscal year ended June 30, 2024, to ARS 3,158 million during the fiscal year ended June 30, 2025, mainly as a result of: (i) a decrease of ARS 116 million in directors’ fees; (ii) a decrease of ARS 50 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 13 million in maintenance, security, cleaning, repairs and related expenses; partially offset by (iv) an increase of ARS 53 million in salaries, social security charges and other personnel administrative expense. General and administrative expenses, measured as a percentage of revenues from the same segment, increased from 12.7% during the fiscal year ended June 30, 2024, to 11.8% during the fiscal year ended June 30, 2025.
Sales and Developments. General and administrative expenses associated with our Sales and Developments segment decreased by 5.5%, from ARS 16,404 million during the fiscal year ended June 30, 2024, to ARS 15,498 million during the fiscal year ended June 30, 2025. General and administrative expenses, measured as a percentage of revenues from the same 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 17,394 million during the fiscal year ended June 30, 2024, to ARS 15,988 million during the fiscal year ended June 30, 2025, mainly as a result of: (i) a decrease of ARS 1,471 million in fees and compensations for services; (ii) a decrease of ARS 207 million in bank expenses; (iii) a decrease of ARS 151 million in indirect taxes; (iv) a decrease of ARS 105 million in other charges; partially offset by (v) an increase of ARS 287 million in maintenance, security, cleaning, repairs and related expenses; (vi) an increase of ARS 219 million in salaries, social security charges and other personnel administrative expenses; and (vii) an increase of ARS 49 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 17,933 million during the fiscal year ended June 30, 2024, to ARS 18,913 million during the fiscal year ended June 30, 2025, mainly due to: (i) an increase of ARS 1,452 million in directors’ fees; (ii) an increase of ARS 56 million in fees and compensations for services; (iii) an increase of ARS 19 million in amortization and depreciation charges; partially offset by (iv) a decrease of ARS 232 million in salaries, social security charges and other personnel administrative expenses; (v) a decrease of ARS 190 million in other charges; (vi) a decrease of ARS 75 million in indirect taxes; (vii) a decrease of ARS 24 million in maintenance, security, cleaning, repairs and related expenses; and (viii) a decrease of ARS 15 million in travel, transportation and stationery. General and administrative expenses associated with the Others segment, measured as a percentage of revenues from this segment, decreased from 250.7% during the fiscal year ended June 30, 2024, to 211.1% during the fiscal year ended June 30, 2025.
Selling Expenses
Agricultural Business
Agricultural Production. Selling expenses from the Agricultural Production segment decreased by 11.5%, from ARS 53,874 million in the fiscal year ended June 30, 2024, to ARS 47,656 million in the fiscal year ended June 30, 2025, mainly due to: a decrease of ARS 6,831 million in expenses related to crop operations; a decrease of ARS 193 million in expenses associated with the agricultural leases and services business; a decrease of ARS 52 million in expenses related to sugarcane operations; partially offset by an increase of ARS 858 million in expenses related to cattle operations. Selling expenses of the Agricultural Production segment, measured as a percentage of revenues from this segment, remained stable at 10.8% in both fiscal years.
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Land Transformation and Sales. Selling expenses from the Land Transformation and Sales segment decreased by 6.4%, from ARS 2,214 million during the fiscal year ended June 30, 2024, to ARS 2,073 million during the fiscal year ended June 30, 2025.
Others. Selling expenses from the Others segment increased by 15.6%, from ARS 25,406 million during the fiscal year ended June 30, 2024, to ARS 29,364 million during the fiscal year ended June 30, 2025, mainly due to an increase of ARS 3,958 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.
Urban Properties and Investment Business
Shopping Malls. Selling expenses of the Shopping Malls segment increased by 7.8%, from ARS 16,770 million during the fiscal year ended June 30, 2024, to ARS 18,077 million during the fiscal year ended June 30, 2025, mainly as a result of: (i) an increase of ARS 1,413 million in indirect taxes due to higher real estate taxes, which increased above the inflation rate; (ii) an increase of ARS 63 million in amortization and depreciation charges; (iii) an increase of ARS 41 million in bad debts (charge and recovery, net); partially offset by (iv) a decrease of ARS 119 million in fees and compensations for services; (v) a decrease of ARS 78 million in advertising, promotions, and other marketing expenses; and (vi) a decrease of ARS 16 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 255.2%, from ARS 335 million during the fiscal year ended June 30, 2024, to ARS 1,190 million during the fiscal year ended June 30, 2025. Such variation was mainly generated as a result of: (i) an increase of ARS 447 million in fees and compensations for services; (ii) an increase of ARS 242 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 185 million in advertising, promotions, and other marketing expenses; partially offset by (iv) a decrease of ARS 26 million in indirect 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 6,025 million during the fiscal year ended June 30, 2024, to ARS 4,161 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 1,457 million in fees and compensations for services due to lower notary fees; (ii) a decrease of ARS 893 million in indirect taxes due to lower sealing expenses; (iii) a decrease of ARS 14 million in bad debts (charge and recovery, net); partially offset by (iv) an increase of ARS 512 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 7,829 million during the fiscal year ended June 30, 2024, to ARS 6,747 million during the fiscal year ended June 30, 2025, mainly as a result of: (i) a decrease of ARS 1,031 million in indirect taxes; (ii) a decrease of ARS 93 million in salaries, social security charges and other personnel administrative expenses; (iii) a decrease of ARS 84 million in fees and compensations for services; partially offset by (iv) an increase of ARS 60 million in advertising, promotions, and other marketing expenses; and (v) an increase of ARS 55 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 1,607 million during the fiscal year ended June 30, 2024, to ARS 2,021 million during the fiscal year ended June 30, 2025. This increase is mainly due to higher commercial activities carried out by Shefa. 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.
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Other Operating Results, Net
Agricultural Business
Agricultural Production. Other operating results, net, associated with our Agricultural Production segment decreased by ARS 7,830 million, from a profit of ARS 15,825 million in the fiscal year ended June 30, 2024, to a profit of ARS 7,995 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.
Land Transformation and Sales. Other operating results, net, from this segment decreased by ARS 20,905 million, from a profit of ARS 25,575 million in the fiscal year ended June 30, 2024, to a profit of ARS 4,670 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 7,254 million, from a profit of ARS 10,555 million in the fiscal year ended June 30, 2024, to a profit of ARS 3,301 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 5,288 million during the fiscal year ended June 30, 2024, to a net loss of ARS 668 million during the fiscal year ended June 30, 2025, mainly as a result of: (i) a lower charge from lawsuits of ARS 5,572 million, primarily explained by a change in the interest rate applied to employment-related claims; partially offset by (ii) an ARS 1,061 million decrease in interest earned 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 307.7%, from a net loss of ARS 117 million during the fiscal year ended June 30, 2024, to a net profit of ARS 243 million during the fiscal year ended June 30, 2025, mainly as a result of: (i) a lower charge from lawsuits of ARS 235 million; (ii) an increase of ARS 175 million in interest income generated by operating assets; partially offset by (iii) a higher charge of ARS 44 million for donations. Other operating results, net from this segment, as a percentage of the 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 deteriorated by 259.5%, from a net loss of ARS 7,085 million for the fiscal year ended June 30, 2024, to a net loss of ARS 25,468 million for the fiscal year ended June 30, 2025, mainly due to: (i) an impairment loss on trading properties of ARS 25,540 million for the fiscal year ended June 30, 2025, resulting from the comparison between the inflation-adjusted cost of those properties, amounting to ARS 76,265 million, and their net realizable value, amounting to ARS 50,724 million; partially offset by: (ii) a lower loss of ARS 3,667 million on the disposal of property, plant and equipment, related to the sale of the 9th floor of the “261 Della Paolera” building, located in the Catalinas district of the City of Buenos Aires, during the fiscal year ended June 30, 2024; (iii) a lower loss of ARS 2,914 million on the disposal of a joint venture, related to the sale of Quality Invest S.A. during the fiscal year ended June 30, 2024; (iv) an increase of ARS 556 million in management fees; (v) a lower charge for lawsuits of ARS 437 million; and (vi) a lower charge for donations of ARS 201 million. Other operating results, net, from this segment, as a percentage of the segment’s revenues, deteriorated from negative 41.2% for the fiscal year ended June 30, 2024, to negative 149.4% for the fiscal year ended June 30, 2025.
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Hotels. Other operating results, net associated with the Hotels segment varied by 69.9%, from a net loss of ARS 2,106 million during the fiscal year ended June 30, 2024, to a net loss of ARS 633 million during the fiscal year ended June 30, 2025, mainly due to a decrease in lawsuit charges of ARS 1,635 million, primarily explained by lower labor contingencies related to Nuevas Fronteras S.A. Other operating results, net from this segment, as a percentage of the 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 1,536 million during the fiscal year ended June 30, 2024, to a net profit of ARS 3,556 million during the fiscal year ended June 30, 2025, mainly due to: (i) a positive result from the sale of associates of ARS 3,323 million during the fiscal year ended June 30, 2025; (ii) an increase of ARS 385 million in management fees; (iii) a lower charge of ARS 152 million for donations; partially offset by (iv) a lower gain of ARS 1,700 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 118 million for lawsuits and other contingencies; and (vi) a lower gain of ARS 22 million from interest earned from operating assets. Other operating results, net from this segment, as a percentage of the 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.
Management Fees
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 17,288 million in the fiscal year ended June 30, 2024, to ARS 12,127 million in the fiscal year ended June 30, 2025, as a consequence of lower results in the fiscal year ended June 30, 2025.
Operating Results
Agricultural Business
Agricultural Production. Operating results of the Agricultural Production segment increased by ARS 17,963 million, from a profit of ARS 3,319 million in the fiscal year ended June 30, 2024, to a profit of ARS 21,282 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 32,210 million, from a profit of ARS 106,900 million in the fiscal year ended June 30, 2024, to a profit of ARS 74,690 million in the fiscal year ended June 30, 2025.
Corporate. Operating results of the Corporate segment increased by ARS 620 million, from a loss of ARS 8,533 million in the fiscal year ended June 30, 2024, to a loss of ARS 7,913 million in the fiscal year ended June 30, 2025.
Others. Operating results of the Others segment decreased by ARS 49,850 million, from a profit of ARS 26,676 million in the fiscal year ended June 30, 2024, to a loss of ARS 23,174 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 224,446 million during the fiscal year ended June 30, 2024, to a net profit of ARS 869,081 million during the fiscal year ended June 30, 2025. Operating results from the Shopping Malls segment, as a percentage of revenues from such 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.
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Offices. Operating results from operations associated with our Offices segment decreased by 68.7%, from a net loss of ARS 105,811 million during the fiscal year ended June 30, 2024, to a net loss of ARS 178,542 million during the fiscal year ended June 30, 2025. Such variation was mainly attributable to a higher loss of ARS 69,345 million 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 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 500,343 million during the fiscal year ended June 30, 2024, to a net loss of ARS 433,079 million during the fiscal year ended June 30, 2025. 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, decreased from 2,906.4% negative during the fiscal year ended June 30, 2024, to 2,541.2% negative during the fiscal year ended June 30, 2025.
Hotels. Operating results from operations associated with the Hotels segment decreased by 84.2%, from a net profit of ARS 33,423 million during the fiscal year ended June 30, 2024, to a net profit of ARS 5,273 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 operations associated with the Hotels segment, as a percentage of revenues from such 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 net loss of ARS 16,438 million during the fiscal year ended June 30, 2024, to a net loss of ARS 14,629 million during the fiscal year ended June 30, 2025. Such decrease is mainly due to the increase 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 229.8% negative during the fiscal year ended June 30, 2024, to 163.3% negative during the fiscal year ended June 30, 2025.
Share of (Loss) / Profit of Associates and Joint Ventures
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 638 million (31.6%), from a loss of ARS 2,018 million in the fiscal year ended June 30, 2024, to a loss of ARS 1,380 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 2,886 million in the fiscal year ended June 30, 2024, to a profit of ARS 492 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 4,904 million in the fiscal year ended June 30, 2024, to a loss of ARS 1,872 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 segment information, including joint ventures, decreased by 41.2%, from a net profit of ARS 63,374 million during the fiscal year ended June 30, 2024 to a net profit of ARS 37,292 million during the fiscal year ended June 30, 2025, mainly due to a decrease in positive results from the Others segment.
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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 515 million during the fiscal year ended June 30, 2024, to a profit of ARS 3,462 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.
Others. The share of profit / (loss) of associates from the Others segment decreased by 46.2%, from a net profit of ARS 62,859 million during the fiscal year ended June 30, 2024, to a net profit of ARS 33,830 million during the fiscal year ended June 30, 2025, mainly as a result of the variation from our investments in La Rural S.A. by ARS 843 million positive, GCDI by ARS 10,169 million positive, and Banco Hipotecario S.A. by ARS 36,248 million negative. This variation is mainly explained by the macroeconomic conditions in Argentina, which affected the operations of the associated companies.
Financial Results, Net
The Company’s financial results, net, recorded a variation of ARS 214,979 million, decreasing from a profit of ARS 278,516 million in the fiscal year ended June 30, 2024, to a profit of ARS 63,537 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
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 115,201 million in the fiscal year ended June 30, 2024, to a loss of ARS 94,879 million in the fiscal year ended June 30, 2025, of which a loss of ARS 30,325 million relates to the Agricultural Business and a loss of ARS 64,554 million relates to the Urban Properties and Investment Business.
Net Profit
As a result of the factors described above, our net profit for the year increased by ARS 100,865 million, from ARS 198,770 million in the fiscal year ended June 30, 2024, to ARS 299,635 million in the fiscal year ended June 30, 2025, of which ARS 30,858 million derive from the Agricultural Business and ARS 268,777 million from the Urban Properties and Investment Business.
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B. Liquidity and Capital Resources
Liquidity
Our main sources of liquidity have historically been:
| · | cash generated by operations; |
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| · | cash generated by our issuance of common shares and non-convertible notes; |
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| · | cash proceeds from borrowings (including cash from bank loans and overdrafts) and financing arrangements (including cash from the exercise of warrants); and |
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| · | 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: | ||
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| · | acquisition of subsidiaries and non-controlling interest in subsidiaries; |
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| · | acquisition of interest in associates and joint ventures; |
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| · | capital contributions to associates and joint ventures; |
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| · | capital expenditures in property, plant and equipment (including acquisitions of farmlands) and investment and trading properties; |
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| · | payments of short-term and long-term debt and payment of the related interest expense; and |
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| · | 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, 2026, we expected to incur a total of ARS 2,022,787 million under our borrowings, consisting of ARS 565,145 million due within one year, ARS 759,412 million due within one to four years, ARS 9,233 million due within four to five years, and ARS 688,997 million due after five years.
Cash Flow Information
The table below shows our cash flow for the fiscal years ended June 30, 2026, 2025 and 2024:
|
| (in millions of ARS) |
| |||||||||
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| 06.30.2026 |
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| 06.30.2025 |
|
| 06.30.2024 |
| |||
Net cash generated from operating activities |
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| 62,938 |
|
|
| 196,759 |
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| 152,487 |
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Net cash (used in) / generated from investing activities |
|
| (306,520 | ) |
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| (107,593 | ) |
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| 172,362 |
|
Net cash generated from / (used in) financing activities |
|
| 189,644 |
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| 120,421 |
|
|
| (413,008 | ) |
Net increase / (decrease) in cash and cash equivalents |
|
| (53,938 | ) |
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| 209,587 |
|
|
| (88,159 | ) |
As of June 30, 2026, we had positive working capital of ARS 578,920 million (calculated as current assets less current liabilities as of such date).
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As of June 30, 2026, in our Agricultural Business, we had positive working capital of ARS 234,008 million (calculated as current assets less current liabilities as of such date).
As of June 30, 2026, in our Urban Properties and Investments Business, we had positive working capital of ARS 344,912 million (calculated as current assets less current liabilities as of such date).
As of June 30, 2026, our Agricultural Business had cash and cash equivalents of ARS 171,473 million and our Urban Properties and Investments Business had cash and cash equivalents of ARS 112,992 million.
Operating activities
Fiscal year ended June 30, 2026
Our operating activities for the fiscal year ended June 30, 2026 generated net cash inflows of ARS 62,938 million, mainly due to: (i) profit for the year adjusted for non-cash items for ARS 321,972 million, partially offset by: (ii) income tax paid for ARS 128,143 million; (iii) an increase in trade and other receivables for ARS 62,106 million; (iv) a decrease in lease liabilities for ARS 26,842 million; (v) an increase in inventories for ARS 16,440 million; (vi) an increase in biological assets for ARS 15,165 million; and (vii) a decrease in trade and other payables for ARS 7,936 million.
Fiscal year ended June 30, 2025
Our operating activities for the fiscal year ended June 30, 2025 generated net cash inflows of ARS 196,759 million, mainly due to: (i) profit for the year adjusted for non-cash items for ARS 297,460 million; (ii) a decrease in biological assets for ARS 104,958 million, partially offset by: (iii) a decrease in trade and other payables for ARS 128,576 million; (iv) an increase in inventories for ARS 40,643 million; (v) an increase in trade and other receivables for ARS 28,695 million; and (vi) a decrease in lease liabilities for ARS 11,633 million.
Fiscal year ended June 30, 2024
Our operating activities for the fiscal year ended June 30, 2024 generated net cash inflows of ARS 152,487 million, mainly due to: (i) loss for the year adjusted for non-cash items of for ARS 243,675 million; (ii) a decrease in trade and other receivables for ARS 186,547 million; (iii) a decrease in biological assets for ARS 122,330 million; (iv) ARS 10,048 million as a net change in derivative financial instruments, partially offset by: (v) a decrease in trade and other payables for ARS 312,558 million; (vi) an increase in inventories for ARS 44,789 million; (vii) a decrease in salaries and social security liabilities for ARS 17,959 million; (viii) a decrease in lease liabilities for ARS 16,731 million; and (ix) income tax paid for ARS 15,768 million.
Investment activities
Fiscal year ended June 30, 2026
Our investing activities resulted in net cash outflows of ARS 306,520 million for the fiscal year ended June 30, 2026, mainly due to: (i) ARS 2,355,985 million acquisition of investments in financial assets; (ii) ARS 84,927 million acquisition and improvement in investment properties; (iii) ARS 54,479 million acquisition and improvement in property, plant and equipment; (iv) ARS 8,123 million acquisition of interests in associates and joint ventures, partially offset by: (v) ARS 2,084,413 million proceeds from disposal of investments in financial assets; (vi) ARS 55,169 million interest received; and (vii) ARS 54,834 million derived from proceeds from sales of property, plant and equipment.
Fiscal year ended June 30, 2025
Our investing activities resulted in net cash outflows of ARS 107,593 million for the fiscal year ended June 30, 2025, mainly due to: (i) ARS 1,012,086 million acquisition of investments in financial assets; (ii) ARS 61,072 million acquisition and improvement in property, plant and equipment; (iii) ARS 52,485 million acquisition and improvement in investment properties, partially offset by: (iv) ARS 921,563 million proceeds from disposal of investments in financial assets; (v) ARS 37,579 million interest received; (vi) ARS 37,311 million derived from proceeds from sales of property, plant and equipment; (vii) ARS 10,362 million derived from proceeds from sales of investment properties; and (viii) ARS 8,685 million proceeds from sales of associates and joint ventures.
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Fiscal year ended June 30, 2024
Our investing activities resulted in net cash inflows of ARS 172,362 million for the fiscal year ended June 30, 2024, mainly due to: (i) ARS 1,053,877 million proceeds from disposal of investments in financial assets; (ii) ARS 145,349 million derived from proceeds from sales of property, plant and equipment; (iii) ARS 66,674 million derived from proceeds from sales of investment properties; (iv) ARS 44,278 million derived from proceeds from sales of associates and joint ventures; (v) ARS 36,313 million derived from interest received, partially offset by: (vi) ARS 1,030,894 million used in the acquisition of investments in financial assets; and (vii) ARS 145,940 million used in the acquisition and improvement in property, plant and equipment.
Financing activities
Fiscal year ended June 30, 2026
Our financing activities for the fiscal year ended June 30, 2026 resulted in net cash inflows of ARS 189,644 million, mainly due to: (i) ARS 1,102,401 million borrowings, issuance and new placement of non-convertible notes; (ii) ARS 47,108 million exercise of warrants; (iii) ARS 8,916 million contributions from non-controlling interests in subsidiaries, partially offset by: (iv) ARS 730,682 million payment of borrowings and non-convertible notes; (v) ARS 131,720 million interest paid; and (vi) ARS 105,793 million dividends paid.
Fiscal year ended June 30, 2025
Our financing activities for the fiscal year ended June 30, 2025 resulted in net cash inflows of ARS 120,421 million, mainly due to: (i) ARS 932,153 million borrowings, issuance and new placement of non-convertible notes, partially offset by: (ii) ARS 452,382 million payment of borrowings and non-convertible notes; (iii) ARS 119,311 million interest paid; (iv) ARS 116,760 million dividends paid; (v) ARS 101,110 million repurchase of non-convertible notes; and (vi) ARS 21,981 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 413,008 million, mainly due to: (i) the payment of borrowing and non-convertible notes for ARS 535,799 million; (ii) the payment of interest for ARS 235,051 million; (iii) dividends paid for ARS 230,107 million; (iv) repurchase of treasury shares for ARS 24,561 million; (v) repurchase of non-convertible notes for ARS 14,797 million, partially offset by: (vi) borrowings, issuance and new placement of non-convertible notes for ARS 565,779 million; and (vii) net proceeds from short-term borrowings for ARS 60,604 million.
Capital Expenditures
Our capital expenditures were ARS 167,009 million, ARS 159,502 million and ARS 115,867 million for the fiscal years ended June 30, 2026, 2025 and 2024, 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, 2026
During the fiscal year ended June 30, 2026, we invested in the Urban Properties and Investments Business ARS 107,316 million, as follows: (a) acquisitions and improvements of property, plant and equipment of ARS 8,519 million, primarily i) ARS 17 million in buildings and facilities, ii) ARS 1,544 million in machinery and equipment and others and iii) improvements in our hotels Libertador, Llao Llao and Intercontinental (ARS 821 million, ARS 5,118 million and ARS 1,019 million, respectively); (b) improvements in our rental properties for ARS 26,793 million and (c) the development of properties for ARS 72,004 million.
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During the fiscal year ended June 30, 2026, we invested in the Agricultural Business ARS 59,693 million mainly due to (a) acquisition and development of owner occupied farmland for ARS 36,937 million (ARS 31,868 million of subsidiary Brasilagro); (b) ARS 13,670 million in bearer plant; (c) ARS 3,957 million in other building and facilities; (d) ARS 3,795 million machinery and equipment; (e) ARS 1,050 million in vehicles, and (f) ARS 284 million in furniture and supplies.
Fiscal year ended June 30, 2025
During the fiscal year ended June 30, 2025, we invested in the Urban Properties and Investments Business ARS 110,485 million, as follows: (a) acquisitions and improvements of property, plant and equipment of ARS 10,734 million, primarily i) ARS 96 million in buildings and facilities, ii) ARS 3,181 million in machinery and equipment and others and iii) improvements in our hotels Libertador, Llao Llao and Intercontinental (ARS 3,467 million, ARS 3,107 million and ARS 883 million, respectively); (b) improvements in our rental properties for ARS 68,357 million and (c) the development of properties for ARS 31,394 million.
During the fiscal year ended June 30, 2025, we invested in the Agricultural Business ARS 49,017 million mainly due to (a) acquisition and development of owner occupied farmland for ARS 23,805 million (ARS 19,681 million of subsidiary Brasilagro); (b) ARS 14,585 million in bearer plant; (c) ARS 5,313 million in other building and facilities; (d) ARS 4,124 million machinery and equipment; (e) ARS 829 million in vehicles, and (f) ARS 361 million in furniture and supplies.
Fiscal year ended June 30, 2024
During the fiscal year ended June 30, 2024, we invested in the Urban Properties and Investments Business ARS 31,486 million, as follows: (a) acquisitions and improvements of property, plant and equipment of ARS 6,197 million, primarily i) ARS 918 million in buildings and facilities, ii) ARS 2,016 million in machinery and equipment and others and iii) improvements in our hotels Libertador, Llao Llao and Intercontinental (ARS 119 million, ARS 1,370 million and ARS 1,774 million, respectively); (b) improvements in our rental properties for ARS 18,601 million and (c) the development of properties for ARS 6,688 million.
During the fiscal year ended June 30, 2024, we invested in the Agricultural Business ARS 84,381 million mainly due to (a) acquisition and development of owner occupied farmland for ARS 44,730 million (ARS 39,072 million of subsidiary Brasilagro); (b) ARS 24,169 million in bearer plant; (c) ARS 7,841 million in other building and facilities; (d) ARS 4,314 million machinery and equipment; (e) ARS 2,567 million in vehicles, and (f) ARS 760 million in furniture and supplies.
Indebtedness
As of June 30, 2026, we had total loans in the amount of ARS 2,022,787 million. The following table sets forth the scheduled maturities of our debt:
Capital |
| Agricultural Business |
|
| Urban properties and investments |
|
| Total |
| |||
Less than 1 year |
|
| 369,060 |
|
|
| 155,289 |
|
|
| 524,349 |
|
More than 1 and up to 2 years |
|
| 235,623 |
|
|
| 71,092 |
|
|
| 306,715 |
|
More than 2 and up to 3 years |
|
| 301,759 |
|
|
| 13 |
|
|
| 301,772 |
|
More than 3 and up to 4 years |
|
| 46,790 |
|
|
| 75,831 |
|
|
| 122,621 |
|
More than 4 and up to 5 years |
|
| 6,722 |
|
|
| - |
|
|
| 6,722 |
|
More than 5 years |
|
| 5,452 |
|
|
| 683,254 |
|
|
| 688,706 |
|
|
|
| 965,406 |
|
|
| 985,479 |
|
|
| 1,950,885 |
|
Interest |
|
|
|
|
|
|
|
|
|
|
|
|
Less than 1 year |
|
| 20,815 |
|
|
| 19,981 |
|
|
| 40,796 |
|
More than 1 and up to 2 years |
|
| 27,226 |
|
|
| 797 |
|
|
| 28,023 |
|
More than 2 and up to 3 years |
|
| 281 |
|
|
| - |
|
|
| 281 |
|
More than 4 and up to 5 years |
|
| 2,511 |
|
|
| - |
|
|
| 2,511 |
|
More than 5 years |
|
| 291 |
|
|
| - |
|
|
| 291 |
|
|
|
| 51,124 |
|
|
| 20,778 |
|
|
| 71,902 |
|
|
|
| 1,016,530 |
|
|
| 1,006,257 |
|
|
| 2,022,787 |
|
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| Table of Contents |
|
| Agricultural Business |
|
| Urban properties and investments |
|
| Total |
| |||
Non-convertible notes |
|
| 798,386 |
|
|
| 978,954 |
|
|
| 1,777,340 |
|
Bank loans and others |
|
| 192,429 |
|
|
| 430 |
|
|
| 192,859 |
|
Bank overdrafts |
|
| 9,150 |
|
|
| 21,151 |
|
|
| 30,301 |
|
Others |
|
| 16,565 |
|
|
| 5,722 |
|
|
| 22,287 |
|
|
|
| 1,016,530 |
|
|
| 1,006,257 |
|
|
| 2,022,787 |
|
The composition and fair value of the loans as of June 30, 2026 and June 30, 2025 are as follows:
|
| Book value |
|
| Fair value |
| ||||||||||
|
| 06.30.2026 |
|
| 06.30.2025 |
|
| 06.30.2026 |
|
| 06.30.2025 |
| ||||
Non-convertible notes |
|
| 1,777,340 |
|
|
| 1,471,259 |
|
|
| 1,829,942 |
|
|
| 1,461,759 |
|
Bank loans |
|
| 192,859 |
|
|
| 278,821 |
|
|
| 192,859 |
|
|
| 278,821 |
|
Bank overdrafts |
|
| 30,301 |
|
|
| 19,278 |
|
|
| 30,301 |
|
|
| 19,278 |
|
Other borrowings |
|
| 22,287 |
|
|
| 24,338 |
|
|
| 22,287 |
|
|
| 24,338 |
|
Total borrowings |
|
| 2,022,787 |
|
|
| 1,793,696 |
|
|
| 2,075,389 |
|
|
| 1,784,196 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-current |
|
| 1,457,642 |
|
|
| 1,078,201 |
|
|
|
|
|
|
|
|
|
Current |
|
| 565,145 |
|
|
| 715,495 |
|
|
|
|
|
|
|
|
|
Total |
|
| 2,022,787 |
|
|
| 1,793,696 |
|
|
|
|
|
|
|
|
|
The following tables describe our total debt as of June 30, 2026:
Agricultural Business
Agricultural business | Currency | Annual Average Interest Rate | Nominal Value | Book value (in million ARS) | ||||
Cresud’s Series XL Notes | USD | 0.00% | 38 | 17,368 | ||||
Cresud’s Series XLIV Notes (1) | USD | 6.00% | 40 | 60,433 | ||||
Cresud’s Series XLV Notes | USD | 6.00% | 10 | 15,282 | ||||
Cresud’s Series XLVI Notes | USD | 1.50% | 29 | 32,322 | ||||
Cresud’s Series XLVII Notes | USD | 7.00% | 64 | 95,777 | ||||
Cresud’s Series XLVIII Notes | USD | 8.00% | 44 | 66,845 | ||||
Cresud’s Series XLIX Notes (2) | USD | 7.25% | 31 | 47,311 | ||||
Cresud’s Series L Notes | USD | 7.25% | 70 | 107,888 | ||||
Cresud’s Series LI Notes | USD | 5.75% | 47 | 70,898 | ||||
Cresud’s Series LII Notes | USD | 4.75% | 41 | 61,231 | ||||
Cresud’s Series LIII Notes | USD | 6.25% | 23 | 34,245 | ||||
Bank loans | USD | 3.25% | 8 | 11,921 | ||||
Bank loans | USD | 4.25% | 16 | 23,715 | ||||
Bank overdrafts | ARS | Float | - | 9,150 | ||||
Brasilagro - Notes | BRL | 106.50% e 110.00% e Pré 5.37 + TLP 100.00% | 504 | 146,411 | ||||
Brasilagro - Bank loans | BRL | 3.24% to 6.34% + CDI to 100.00% | 426 | 123,824 | ||||
Brasilagro - Bank loans | BRL | 3.50% | 43 | 12,472 | ||||
Brasilagro - Bank loans | BRL | 3.76% to 6.76% | 6 | 1,688 | ||||
Brasilagro - Bank loans | USD | 7.00% to 9.50% | 45 | 13,164 | ||||
FyO - ON Serie IV Clase A | USD | 7.90% | 21 | 31,503 | ||||
FyO - ON Serie IV Clase B | USD | 8.50% | 7 | 10,872 | ||||
FyO - Others | ARS | 20.21% | 12,300 | 12,300 | ||||
FyO - Others | ARS | 20.60% | 1,360 | 1,360 | ||||
FyO - Others | ARS | 21.50% | 2 | 2 | ||||
FyO - Others | ARS | 21.10% | 16 | 16 | ||||
FyO - Others | ARS | 21.26% | 18 | 18 | ||||
FyO - Others | ARS | 18.00% | 3 | 3 | ||||
FyO - Others | USD | 9.00% | 2 | 2,866 | ||||
FyO - Bank loans | USD | 5.10% | 2 | 2,236 | ||||
FyO - Bank loans | USD | 5.00% | 1 | 1,627 | ||||
FyO - Bank loans | USD | 0.00% | - | 289 | ||||
FyO - Bank loans | USD | 5.50% | 1 | 1,493 | ||||
Total | 1,016,530 |
(1) | The Class XLIV Notes were fully redeemed on July 17, 2026, at a price equal to 101% of their principal amount, plus accrued and unpaid interest through the redemption date. |
|
|
(2) | The Class XLIX Notes were fully redeemed on September 4, 2026, at a price equal to 100% of their principal amount, plus accrued and unpaid interest through the redemption date. |
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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 |
|
|
| 73,568 |
|
IRSA’s 2027 Notes – Series XVIII |
| USD |
|
| 7.00 | % |
|
| 21 |
|
|
| 31,975 |
|
IRSA’s 2027 Notes – Series XXII |
| USD |
|
| 5.75 | % |
|
| 16 |
|
|
| 23,908 |
|
IRSA’s 2029 Notes – Series XXIII |
| USD |
|
| 7.25 | % |
|
| 51 |
|
|
| 78,225 |
|
IRSA’s 2035 Notes – Series XXIV |
| USD |
|
| 8.00 | % |
|
| 473 |
|
|
| 697,295 |
|
IRSA’s 2028 Notes – Series XXV |
| USD |
|
| 3.75 | % |
|
| 50 |
|
|
| 73,983 |
|
Loans with non-controlling interests |
| USD |
|
| 2.00 | % |
|
| 1 |
|
|
| 3,651 |
|
Bank loans |
| ARS |
| TAMAR -1 % - +3% |
|
|
| 429 |
|
|
| 430 |
| |
Others |
| USD |
|
| 3.50 | % |
|
| 1 |
|
|
| 2,071 |
|
Bank overdrafts |
| ARS |
| Float |
|
|
| - |
|
|
| 21,151 |
| |
Total |
|
|
|
|
|
|
|
|
|
|
|
| 1,006,257 |
|
(1) | As of June 30, 2026, the amortization payment was made for 52.5% of the principal. |
Agricultural Business
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 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%. On January 17, 2025, Series XLIII Notes were fully canceled at maturity. |
|
|
|
| · | 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%. On July 17, 2026, the Company redeemed the entire outstanding principal amount of Series XLIV Notes at a redemption price of 101% of the outstanding principal amount, plus accrued and unpaid interest as of the redemption date. As a result, Series XLIV Notes were fully canceled. |
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. On August 22, 2026, the Notes were fully canceled at maturity.
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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.
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
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
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. On September 4, 2026, the Company redeemed the entire outstanding principal amount of Series XLIX Notes at a redemption price of 100% of the outstanding principal amount, plus accrued and unpaid interest as of the redemption date. As a result, Series XLIX Notes were fully canceled.
Series L Notes
On December 10, 2025, we issued in the local market a total amount of USD 29.6 million of Series L Notes denominated and payable in U.S. dollars at a fixed rate of 7.25%, with semi-annual interest payments, except for the first interest payment, which will be nine months from the settlement. The principal payment will be made in one installment at maturity on March 10, 2029. The issue price was 100.0% of the face value.
On January 20, 2026, we issued an additional amount of USD 40.8 million of Series L Notes at an issue price of 100.75% of the face value, with the same terms and conditions as the original Series L Notes. As a result of this issuance, the total nominal value of Series L Notes amounts to USD 70.4 million.
Series LI Notes
On January 20, 2026, we issued in the local market a total amount of USD 46.8 million of Series LI Notes denominated and payable in U.S. dollars at a fixed rate of 5.75%, with semi-annual interest payments. The principal payment will be made in one installment at maturity on January 20, 2027. The issue price was 100.0% of the face value.
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Series LII and LIII Notes
On April 30, 2026, we issued in the local market a total amount of USD 64.2 million through the following Notes:
| · | Series LII Notes: denominated and payable in U.S. dollars for a total amount of USD 41.2 million at a fixed rate of 4.75%, with semi-annual interest payments, except for the first interest payment, which will be nine months from the settlement, and the second interest payment, which will be three months thereafter. The principal payment will be made in one installment at maturity on April 30, 2028. The issue price was 100.0% of the face value. |
|
|
|
| · | Series LIII Notes: denominated and payable in U.S. dollars for a total amount of USD 23.0 million at a fixed rate of 6.25%, with semi-annual interest payments, except for the first interest payment, which will be nine months from the settlement, and the second interest payment, which will be three months thereafter. The principal payment will be made in one installment at maturity on April 30, 2030. The issue price was 100.0% of the face value. |
On August 31, 2026, we issued an additional amount of USD 40.4 million of Series LIII Notes at an issue price of 102.88% of the face value, with the same terms and conditions as the original Series LIII Notes. As a result of this issuance, the total nominal value of Series LIII Notes amounts to USD 63.4 million.
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 IV Class A and Class B Notes (issued by FyO)
On January 20, 2026, FyO issued in the local market a total amount of USD 28.0 million through the following Notes:
| · | Series IV Class A Notes: denominated and payable in U.S. dollars for a total amount of USD 20.9 million at a fixed rate of 7.90%, with quarterly interest payments. The principal payment will be made in one installment at maturity on July 20, 2027. The issue price was 100.0% of the face value. |
|
|
|
| · | Series IV Class B Notes: denominated in U.S. dollars and payable in Pesos at the applicable exchange rate for a total amount of USD 7.1 million at a fixed rate of 8.50%, with semi-annual interest payments. The principal payment will be made in one installment at maturity on January 20, 2027. The issue price was 100.0% of the face 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 CP, 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, 2022, 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.
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).
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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, June 22, 2025, and June 22, 2026, payments were made corresponding to the amortization of the first, second and third capital installments, respectively, each for 17.5% of the nominal value. As of the date of this Annual Report, the outstanding amount under these notes is USD 49.1 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 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 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 96.903% of face value.
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Of the total amount issued, USD 242.2 million was subscribed in cash, at an issue price of 96.903% of face value.
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”).
On December 17, 2025, IRSA issued an additional aggregate principal amount of USD 180.0 million of Class XXIV Notes at an issue price of 98.503% of face value. The additional Class XXIV Notes have terms and conditions identical to those of the original Class XXIV Notes issued on March 31, 2025. As a result of this issuance, the aggregate principal amount of Class XXIV Notes is USD 480.5 million.
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.
Series XXV Notes (issued by IRSA)
On June 8, 2026, IRSA issued in the local market a total amount of USD 50.0 million of Series XXV Notes denominated and payable in U.S. dollars at a fixed rate of 3.75%, with semi-annual interest payments. The capital payment will be made in one installment at maturity on June 8, 2027. The issue price was 100.0% of the face value.
The proceeds will be used mainly to refinance short-term liabilities and working capital.
C. Research and Developments, Patents and Licenses
Investments in technology, in our agricultural business, amounted to ARS 161 million, ARS 342 million and ARS 118 million for fiscal years 2026, 2025 and 2024 respectively. Our total technology investments aimed to increase the productivity of purchased land have amounted to ARS 83,680 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. |
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We have several trademarks registered with the Instituto Nacional de la Propiedad Industrial, the Argentine institute for industrial property. We do not own any patents nor benefit from licenses from third parties.
D. Trend Information
International Macroeconomic Outlook
As reported in the IMF’s October 2026 World Economic Outlook, global growth is projected to slow to 3.1% in 2026 before rebounding to 3.4% in 2027. According to the IMF, global economic activity has remained resilient despite geopolitical disruptions, supported by private-sector adaptation, available policy buffers and continued technological investment. However, the IMF notes that economic performance has become increasingly uneven across countries and regions, reflecting differences in exposure to geopolitical developments, trade dynamics and technological trends.
The IMF projects that global headline inflation will increase from 4.1% in 2025 to 4.7% in 2026, before declining to 4.1% in 2027. According to the IMF, the projected increase in inflation largely reflects elevated energy and food prices, and, assuming geopolitical tensions do not escalate further and energy markets gradually normalize, inflation is expected to ease in 2027. The IMF further notes that renewed inflationary pressures, modest growth and diminishing policy buffers continue to present challenges for policymakers.
The IMF expects monetary policy to remain data-dependent and tailored to country-specific circumstances, including each economy's exposure to geopolitical disruptions and evolving economic conditions. At the same time, according to the IMF, elevated public debt, higher borrowing costs and increasingly limited fiscal space highlight the challenges policymakers face in maintaining economic stability while supporting growth.
The IMF considers the risks to the outlook to remain tilted to the downside. According to the IMF, a further escalation of conflicts, particularly in the Middle East, could keep energy and food prices elevated, disrupt supply chains and increase pressure on growth and inflation. Additional risks identified by the IMF include renewed trade tensions, fiscal vulnerabilities, rising sovereign bond yields and financial market volatility.
Conversely, the IMF notes that a faster normalization of energy markets, stronger productivity growth or a sustained easing of geopolitical and trade tensions could support growth above current baseline projections.
Argentine Macroeconomic Context
According to the INDEC, the CPI recorded monthly inflation of 1.9% in June 2026, bringing cumulative inflation for the period from July 1, 2025 to June 30, 2026 to 33.5%.
Shopping mall sales reached a total of ARS 685,447 million in June 2026, which represents a 13.4% increase as compared to June 2025. Accumulated sales for the first six months of 2026 represent a 2.7% decrease in real terms as compared to the same period of 2025.
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The INDEC reported that, for the six months ended June 30, 2026, industrial activity in Argentina decreased by 2.2% compared to the same period in 2025. The textile industry recorded an accumulated decrease of 17.1% during the first six months of 2026 as compared to the same period of 2025. Moreover, the EMAE for July 2026 decreased by 1.4% compared to July 2025.
Regarding the balance of payments, in the second quarter of 2026 the current account recorded a surplus of USD 2,214 million, explained by a USD 7,191 million surplus in the goods and services balance and a USD 1,055 million surplus in secondary income were partially offset by a USD 6,032 million deficit in the primary income account.
During the second quarter of 2026, the financial account recorded a net capital outflow of USD 2,542 million, which was the result of a net increase in external financial assets held by residents of USD 7,640 million and a net increase in external liabilities of USD 5,098 million. This represents a significant reversal compared to the inflows registered in the same quarter of 2025.
As of June 30, 2026, international reserves reached USD 44,870 million, an increase of USD 2,818 million compared to the previous quarter. This variation was mainly explained by net purchases of foreign currency by the BCRA in the official exchange market.
In local financial markets, the Private Badlar rate in Pesos ranged from 19.69% to 59.1% in the period from July 2025 to June 2026, averaging 32.59% during 2026 compared to 34.51% in 2025. As of June 30, 2026, the seller exchange rate quoted by Banco de la Nación Argentina was ARS 1,482 per USD 1.00. As of June 30, 2026, Argentina’s country risk had decreased by 278 basis points year-on-year. The debt premium paid by Argentina was 424 basis points in June 2026, compared to 177 basis points paid by Brazil and 202 basis points paid by Mexico.
As of October 7, 2026, the Private Badlar rate in Pesos was 21.44%. As of October 7, 2026, the seller exchange rate quoted by Banco de la Nación Argentina was ARS 1,517.00 per USD 1.00. Additionally, as a result of 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 MULC, leading to a positive gap of approximately 1.0% over the official exchange rate as of October, 7, 2026. As of October 7, 2026, Argentina’s country risk decreased by 485 basis points year-on-year. The debt premium paid by Argentina was 589 basis points as of October 7, 2026, compared to 157 basis points paid by Brazil and 206 basis points paid by Mexico as of that same date.
Within the national and international framework described above, the Company periodically analyzes alternatives to enhance the value of its shares. The Company’s Board of Directors will continue to evaluate financial, economic and corporate tools that allow the Company to improve its position in the market in which it operates and to maintain the liquidity necessary to meet its obligations. Such tools may include corporate reorganization processes (merger, spin-off or a combination of both), public or private dispositions of assets, which may include real estate as well as negotiable securities owned by the Company, the incorporation of new shareholders through capital increases by means of public offerings of shares, share repurchases and other similar instruments useful to achieve these 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.
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According to the World Agricultural Supply and Demand Estimates Report published by the United States Department of Agriculture on September 11, 2026, world soybean production for the 2026/2027 season is expected to be about 442.3 million tons, an increase of 3.0% as compared to the 2025/2026 season. Argentina is one of the major exporters of soybeans, together with Brazil, Paraguay and Uruguay. Argentina’s soybean production and soybean exports for the 2026/2027 season are expected to be about 50.0 million tons and 6.45 million tons, respectively. This represents a 1.0% increase in Argentina’s soybean production and a 28.3% decrease in its soybean exports, compared with the 2025/2026 season.
World corn production is expected to be about 1,290.95 million tons for the 2026/2027 season, 3.0% less than in the previous season. Argentina is the world’s fourth largest corn exporter after China, the United States and Brazil, followed by Ukraine, Russia and South Africa. For the 2026/2027 season, Argentina’s corn production and exports are expected to be about 55.0 million tons and 38.0 million tons, respectively. This represents a 12.7% decrease in Argentina’s corn production and a 15.6% decrease in its corn exports, compared with the 2025/2026 season.
World wheat production is expected to be about 822.43 million tons for the 2026/2027 season, a decrease of 2.6% as compared to the 2025/2026 season. Argentina’s wheat production and wheat exports for the 2026/2027 season are expected to be about 21.0 million tons and 15.0 million tons, respectively. This represents a 24.7% decrease in Argentina’s wheat production and a 21.5% decrease in its wheat exports, compared with the 2025/2026 season.
Cattle
According to a report issued by the Ministry of Agriculture, Livestock and Fisheries (“MAGyP”) and the Ministry of Economy (“MECON”) in May 2026, based on 2025 consumption data, beef represented 42.86% of total average per capita meat consumption in Argentina, followed by poultry with 40.92% and pork with 16.22%.
In the first seven months of 2026, beef production (in bone-in carcass weight terms) fell 6.48%, while pork production grew 12.4%, compared to the same period of 2025.
According to MAGyP, during the first seven months of 2026, beef exports increased by 9.1% year-over-year in volume terms. Driven by higher international prices, the value of these exports rose by approximately 43.0% compared to the same period of 2025. Poultry meat exports declined by 31.1% in volume terms compared to the same period of 2025. In value terms, poultry exports measured in U.S. dollars were 37.1% lower than in the first seven months of 2025 and remained 38.0% below the average volume recorded over the last five years. On the other hand, pork exports increased by 88.4% during the first seven months of 2026 compared to the same period of 2025. However, export volumes remained 9.0% below the average of the last five years.
In the first seven months of 2026, 9.9% fewer bovine animals were slaughtered compared to the same period of 2025. Meanwhile, swine slaughter increased by 11.02% in the first eight months of 2026 compared to the same period of 2025.
Urban Properties and Investment Business
Evolution of Shopping Malls in Argentina
In September 2026, the CCI, published by the Center for Finance Research (Centro de Investigación en Finanzas) at Universidad Torcuato Di Tella reached 41.18, representing a 2.4% increase compared to August 2026 and a 3.4% increase compared to September 2025. Shopping mall sales increased by 13.4% in current terms during the fiscal year ended June 30, 2026, compared to the fiscal year ended June 30, 2025. Accumulated sales for the first six months of 2026 decreased by 2.7% in real terms compared to the same period of 2025.
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Evolution of Office Properties in Argentina
The shift in corporate activity to remote or hybrid work led to 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, vacancy in the premium office market of the City of Buenos Aires reached approximately 14.5% as of the second quarter of 2026, representing an increase from the previous quarter, primarily driven by an expansion in available supply.
During the second quarter of 2026, category “A+” properties had an average rental price of USD 23.44/sqm and category “A” properties of USD 20.57/sqm. By submarket, Norte CABA, Plaza Roma, Catalinas, Macrocentro Norte, Puerto Madero and Plaza San Martín recorded the highest average prices, at USD 27.16/sqm, USD 24.66/sqm, USD 24.16/sqm, USD 23.25/sqm, USD 23.14/sqm and USD 22.59/sqm, respectively.
Evolution of the Hotel industry in Argentina
According to the OEH reports prepared by the AHT, hotel operating indicators in the City of Buenos Aires showed mixed occupancy trends and higher average daily rates compared to June 2025. According to Smith Travel Research, occupancy rates increased from 45% in June 2025 to 53% in June 2026 in the luxury-upscale segment, and from 48% in June 2025 to 52% in June 2026 in the upscale-upper midscale segment, while the midscale-economy segment recorded a decline from 57% in June 2025 to 50% in June 2026. Average daily rates increased across all segments on a year-over-year basis, rising from USD 164 in June 2025 to USD 194 in June 2026 in the luxury-upscale segment, from USD 79 in June 2025 to USD 107 in June 2026 in the upscale-upper midscale segment, and from USD 64 in June 2025 to USD 96 in June 2026 in the midscale-economy segment. As of June 30, 2026, international travelers to Argentina represented approximately 66% of total travelers, with Brazil remaining the largest source market.
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 our Audited 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 |
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 in relation to the assets’ fair value, less costs of disposal or value in use (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 11 – Trading properties 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 payable for transactions involving uncertain tax positions, where the tax authority’s interpretation 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. | 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 14. | Note 14 – Biological assets |
(1) Reference to notes to our Audited Consolidated Financial Statements.
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For further information regarding Investment properties see Note 9 to our Audited Consolidated Financial Statements.
Item 6. Directors, Senior Management and Employees
A. Directors and Senior Management
Under the LGS, corporations are managed by a board of directors elected at a shareholders’ meeting. Pursuant to section 59 of the LGS, 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 LGS. 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 LGS, 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 LGS, 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 LGS, 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 LGS, 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 LGS, 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 five 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 |
| Date appointed to the current office |
| Current position held since |
Eduardo S. Elsztain |
| 01/26/1960 |
| Chairman |
| 06/30/26(2) |
| 10/05/23 |
| 1994 |
Saúl Zang |
| 12/30/1945 |
| First Vice-Chairman |
| 06/30/26(2) |
| 10/05/23 |
| 1994 |
Alejandro G. Elsztain |
| 03/31/1966 |
| Second Vice-Chairman and CEO |
| 06/30/28 |
| 10/30/25 |
| 1994 |
Jorge O. Fernández |
| 01/08/1939 |
| Regular Director |
| 06/30/27 |
| 10/28/24 |
| 2003 |
Fernando A. Elsztain |
| 01/04/1961 |
| Regular Director |
| 06/30/28 |
| 10/30/25 |
| 2004 |
Mariana Renata Carmona |
| 02/11/1961 |
| Regular Director |
| 06/30/26(2) |
| 10/05/23 |
| 2020 |
Alejandro G. Casaretto |
| 10/15/1952 |
| Regular Director |
| 06/30/26(2) |
| 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 |
| 06/30/28 |
| 10/30/25 |
| 2019 |
Gabriela Macagni |
| 01/13/1964 |
| Regular Director |
| 06/30/28 |
| 10/30/25 |
| 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(2) |
| 10/05/23 |
| 2007 |
Ilan Elsztain |
| 01/08/1992 |
| Alternate Director |
| 06/30/28 |
| 10/30/25 |
| 2020 |
Iair Elsztain |
| 03/05/1995 |
| Alternate Director |
| 06/30/28 |
| 10/30/25 |
| 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 |
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(2) | The director’s term of office expired on June 30, 2026, however, it will remain in effect until the Annual Ordinary Shareholders’ Meeting to be held on October 22, 2026, at which the appointment of directors will be considered. For more information, see “Item 4. Information on the Company—A. History and Development of the Company—Recent Developments–Cresud’s Recent Developments.” |
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., 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 Chairman of Puerto Retiro S.A., Vice-Chairman I of IRSA, Consultores Asset Management S.A. and other companies, such as Fibesa S.A.U.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 holds a degree in Economic Sciences from the Universidad de Buenos Aires. He developed a distinguished thirty-six-year career at Banco Río de la Plata S.A. (Banco Río), where he successively held the positions of Manager, Deputy General Manager, Director, and Vice President, serving as a member of the Executive Committee. During that period, he also served as Director or Chairman of Banelco S.A., La Patagonia Cía. Argentina de Seguros S.A., Siembra A.F.J.P. S.A., Siembra Seguros de Vida S.A., Sur Seguros de Retiro S.A., Río Valores S.A., Inter Rio Holding Establishment, Riobank International, I.F.E. Riobank Uruguay, Sur Seguros de Vida S.A., and C.I.P. Corporación de Inversiones y Privatizaciones S.A. From its inception, he was active in the Association of Argentine Banks (ADEBA), serving on the Economic Policy and Banking Standards Committees, and was elected on several occasions as a Board Member of the Buenos Aires Stock Exchange, where he is a life member. Throughout his professional career, he has participated in Argentine and foreign companies and promoted the formation of work teams, with special conviction and focus on the selection, training, and development of their members.
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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.
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. Mrs. María Gabriela Macagni is a Chemical Engineering, graduated from the Instituto Tecnológico de Buenos Aires (ITBA), with postgraduate specialization in Business from Harvard Business School and Stanford Business School. She began her career in 1987 as a consultant at Accenture. She worked at Citibank starting in 1990, developing in the investment banking area. As a senior executive 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 Executive Director of Endeavor. From 2015 to 2019, she served as Independent Director of Grupo Supervielle (NYSE: SUPV). She was also Independent Director of HSBC Argentina until the sale of the Bank in 2025. She is a member of the Board of Trustees of ITBA and a trustee of Asociación Civil Educativa San Andrés.
Nicolás Bendersky. Mr. Bendersky has a degree in Economics and a Master’s Degree in Finance from Universidad del CEMA. 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.
Enrique Antonini Mr. Antonini is a lawyer, graduated with honors from the Faculty of Law at the University of Buenos Aires. He has served as Director of Banco Mariva S.A. since 1991 to the present. He is a Full Counselor of the Buenos Aires Stock Exchange and a Member of the Executive Board 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 38 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.
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Ilan Elsztain. Mr. Elsztain obtained a Bachelor’s degree in Economics from the Universidad de Buenos Aires. He worked for over 10 years in different group companies such as Avenida and Fibesa. He is currently carrying out M&A processes for IRSA, in addition to serving as Alternate Director of Consultores Asset Management S.A., Banco Hipotecario SA, BACS. He is a director of BHN Seguros Generales S.A, BHN Vida SA, and Austral Gold Argentina SA, among other companies.
Iair Elsztain. Mr. Iair Elsztain is an Industrial Engineer. He is currently working at Consultores Assets Management. He has worked in various startups and is the founder of ISE (Israel Startup Experience), an educational and immersion program for young people that offers eight‑month leadership programs in Israel and he also serves as Alternate Director of 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.
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 CP, 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.
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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.
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 LGS, 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.
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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 30, 2025:
Name |
| Date of Birth |
| Position |
| Term Expiration(1) |
| Position Held Since |
José D. Abelovich |
| 07/20/1956 |
| Member |
| 2026 |
| 1992 |
Marcelo H. Fuxman |
| 11/30/1955 |
| Member |
| 2026 |
| 1992 |
Noemí I. Cohn |
| 05/20/1959 |
| Member |
| 2026 |
| 2010 |
Cynthia Deokmellian |
| 08/06/1976 |
| Alternate Member |
| 2026 |
| 2020 |
Juan Renna |
| 12/13/1987 |
| Alternate Member |
| 2026 |
| 2025 |
Martin Ghirardotti |
| 10/06/1973 |
| Alternate Member |
| 2026 |
| 2025 |
| (1) | The term of office of the members of our Supervisory Committee expired on June 30, 2026, however, it will remain in effect until the Annual Ordinary Shareholders’ Meeting to be held on October 22, 2026, at which the appointment of the members of our Supervisory Committee will be considered. For more information, see “Item 4. Information on the Company—A. History and Development of the Company—Recent Developments–Cresud’s Recent Developments.” |
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 was a Partner at NEXIA Abelovich, Polano & Asociados S.R.L. until 2025, an Argentine accounting firm and member of Nexia International, a global network of accounting and consulting firms. He is also a member of the Supervisory Committee of IRSA, Inversora Bolívar S.A., and Banco Hipotecario S.A., among others.
Noemí Ivonne Cohn. Ms. Cohn holds an accounting degree from the Universidad de Buenos Aires. She was a Partner at NEXIA Abelovich, Polano & Asociados S.R.L. until 2025, an Argentine accounting firm and member of Nexia International, a global network of accounting and consulting firms. Ms. Cohn worked in the audit area at Harteneck, López y Compañía, and at Coopers & Lybrand in Argentina and Los Angeles, California. She is also a member of the Supervisory Committees of IRSA, Llao Llao Resorts S.A., and E-Commerce 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.
Juan Ignacio Renna. Mr. Juan Ignacio Renna graduated as a Certified Public Accountant from the National University of Cuyo (UNCuyo). He is currently a Partner in the Audit Department, External Audit area at Lisicki, Litvin & Abelovich. He also serves as Adjunct Professor in the Professional Practice and International Standards course at UCA. Previously, he was Adjunct Professor in the Audit course at UNCuyo, Administration Manager at Autotransportes Andesmar, Accounting Coordinator at José Cartellone Construcciones Civiles, and Assurance Senior at PwC Argentina. He is a member of the Argentine Institute of Audit Professors (IADA).
Martin Ghirardotti. Mr. Martín Ghirardotti graduated as a Certified Public Accountant from the Universidad de Buenos Aires (UBA). He holds an MBA from Universidad de San Andrés (UDESA), as well as multiple specializations in management, finance, international standards, and risk management. He currently serves as an executive at Lisicki, Litvin & Abelovich and is the CEO of Resguarda. In addition, he is a university professor at Universidad de San Andrés and has held prominent positions in professional organizations and associations related to auditing and entrepreneurship. He is the Secretary General of the Federation of Internal Auditors of Latin America (FLAI) and former President of the Institute of Internal Auditors of Argentina.
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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; |
| · | reliability of financial reporting; |
| · | 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; |
| · | the board of directors, by establishing the objectives, principles and values, setting the tone at the top and making the overall assessment of results; |
| · | the management of each area is responsible for 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 |
| · | 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 LGS, 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.
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At our shareholders’ meeting held on October 30, 2025, a compensation for an aggregate amount of ARS 686,090,660.27 was approved for all of our directors for the fiscal year ended June 30, 2025.
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, 2026 and 2025 was ARS 31,304 million and ARS 27,009 million, respectively.
Compensation of Supervisory Committee
Our shareholders’ meeting held on October 30, 2025 further approved by majority vote a compensation for an aggregate amount of ARS 31,559 million to our Supervisory Committee for the fiscal year ended June 30, 2025.
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, 2026, was ARS 354,345 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.
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 3,776 million and ARS 5,302 million for the fiscal years ended June 30, 2026 and 2025, respectively.
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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.
On October 28, 2024, IRSA’s shareholders’ meeting approved the implementation of a new incentive plan for its management and directors, which may include the grant of up to 1% of the shares issued by IRSA. IRSA’s Board of Directors approved the regulatory framework governing the grant of such shares, which provides that shares granted to our management and directors under the incentive plan will vest in three equal tranches of one-third each: the first upon formal acceptance of the invitation to participate in the incentive plan, and the second and third tranches in January 2027 and January 2028, respectively. IRSA’s Board of Directors may establish different plans each year until all authorized shares have been allocated. The plan is settled through the delivery of treasury shares held by IRSA LTI Trust.
The benefits granted are subject to clawback, reduction, or cancellation in the event of fraud, breach of confidentiality or compliance obligations, unfair competition, or violation of the Company’s Code of Ethics. Once transferred, the shares are freely transferable by the beneficiary, subject to the blackout periods established by the Company or the relevant regulatory authorities.
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 shares, 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 July 1, 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, 2026, the accumulated expenses under the third ILPA Plan amounted to BRL 4.3 million.
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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 “– 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 “–B. Compensation– Compensation Plan for Executive Management” and “–B. Compensation–Incentive Program.”
D. Employees
As of June 30, 2026, we had 2,868 employees.
As of such date, we had 754 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 448 people in our International Agricultural businesses, composed of 394 employees of BrasilAgro, 32 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 717 employees with 273 represented by the Union of Commerce Employees (Sindicato de Empleados de Comercio). Our Hotels segment had 633 employees with 503 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).
The following table shows the number of employees in the Company’s various businesses as of the dates indicated 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, 2024 |
|
| 1,153 |
|
|
| 693 |
|
|
| 708 |
|
|
| 229 |
|
|
| 84 |
|
|
| 2,867 |
|
June 30, 2025 |
|
| 1,180 |
|
|
| 718 |
|
|
| 674 |
|
|
| 241 |
|
|
| 76 |
|
|
| 2,889 |
|
June 30, 2026 |
|
| 1,202 |
|
|
| 717 |
|
|
| 633 |
|
|
| 245 |
|
|
| 71 |
|
|
| 2,868 |
|
(1) | Agricultural Business includes CRESUD, FyO, BrasilAgro, Acres and Palmeiras. |
(2) | Includes Hotel Intercontinental, Libertador Hotel and Llao Llao. |
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E. Share Ownership
The following table sets forth the amount and percentage of our shares beneficially owned by our directors, Supervisory Committee and senior management as of June 30, 2026:
|
|
| Share ownership |
| ||||||
Name |
| Position |
| Number of Shares (2) |
|
| Percentage |
| ||
Directors |
|
|
|
|
| % |
| |||
Eduardo Sergio Elsztain (1) |
| Chairman |
|
| 278,159,391 |
|
|
| 39.2 |
|
Saúl Zang |
| First vice-chairman |
|
| 9,679,095 |
|
|
| 1.4 |
|
Alejandro Gustavo Elsztain |
| Second vice- chairman / Chief Executive Officer |
|
| 19,686,374 |
|
|
| 2.8 |
|
Jorge Oscar Fernández |
| Director |
|
| 302,537 |
|
|
| 0.0 |
|
Fernando Adrián Elsztain |
| Director |
|
| 685,121 |
|
|
| 0.1 |
|
Mariana Carmona |
| Director |
|
| — |
|
|
| — |
|
Alejandro Gustavo Casaretto |
| Director |
|
| 400,479 |
|
|
| 0.1 |
|
Liliana Rene Glikin |
| Director |
|
| — |
|
|
| — |
|
Alejandro Mario Bartolome |
| Director |
|
| — |
|
|
| — |
|
Gabriela Macagni |
| Director |
|
| — |
|
|
| — |
|
Nicolas Bendersky |
| Director |
|
| 238,219 |
|
|
| 0.0 |
|
Enrique Antonini |
| Director |
|
| — |
|
|
| — |
|
Eduardo Ohan Kalpakian |
| Alternate Director |
|
| — |
|
|
| — |
|
Ilan Elsztain |
| Alternate Director |
|
| 65,204 |
|
|
| 0.0 |
|
Iair Elsztain |
| Alternate Director |
|
| 853 |
|
|
| 0.0 |
|
Gabriel A. G. Reznik |
| Alternate Director |
|
| — |
|
|
| — |
|
Pedro Damaso Labaqui Palacio |
| Alternate Director |
|
| — |
|
|
| — |
|
|
|
|
|
|
|
|
|
|
|
|
Senior Management |
|
|
|
|
|
|
|
|
|
|
Matias Gaivironsky |
| Chief Financial and Administrative Officer |
|
| 595,693 |
|
|
| 0.1 |
|
Diego Chillado Biaus |
| General Manager for Cattle and Specialities Operations in Argentina |
|
| 175,000 |
|
|
| 0.0 |
|
|
|
|
|
|
|
|
|
|
|
|
Supervisory Committee |
|
|
|
|
|
|
|
|
|
|
José Daniel Abelovich |
| Member |
|
| — |
|
|
| — |
|
Marcelo Héctor Fuxman |
| Member |
|
| — |
|
|
| — |
|
Noemí Ivonne Cohn |
| Member |
|
| — |
|
|
| — |
|
Juan Ignacio Renna |
| Alternate member |
|
| — |
|
|
| — |
|
Cynthia Deokmelian |
| Alternate member |
|
| — |
|
|
| — |
|
Martín Ghirardotti |
| Alternate member |
|
| — |
|
|
| — |
|
(1) | Includes (i) 171,576,409 shares beneficially owned by Inversiones Financieras del Sur S.A., for which Mr. Elsztain may be deemed beneficial owner, (ii) 1,310 common shares owned by Consultores Venture Capital Uruguay S.A. for which Mr. Elsztain may be deemed beneficial owner, (iii) 4,713,440 common shares owned by Agroinvestment S.A. for which Mr. Elsztain is deemed to be the beneficial owner, and (iii) 101,868,232 common shares directly owned by Mr. Eduardo S. Elsztain. |
(2) | As of June 30, 2026, the outstanding shares were 709,308,309 and we own 56,345 shares in treasury. To calculate the percentage, the effect of treasury shares was not considered. |
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 “–B. Compensation– Compensation Plan for Executive Management” and “–B. Compensation–Incentive Program.”
F. Disclosure of Registrant’s Action to Recover Erroneously Awarded Compensation
Not applicable.
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Item 7. Major shareholders and related party transactions
A. Major Shareholders
Share Ownership
The following table sets forth information regarding ownership of our capital stock by each person known to us to beneficially own at least 5% of our common shares and all our directors and officers as a group.
|
| Share Ownership as of June 30, 2026 |
| |||||
Shareholder |
| Number of Shares |
|
| Percentage (4) |
| ||
|
|
|
| % |
| |||
Eduardo Sergio Elsztain (1)(2) |
|
| 278,159,391 |
|
|
| 39.2 |
|
Directors and officers (3) |
|
| 31,828,575 |
|
|
| 4.5 |
|
ANSES |
|
| 35,237,907 |
|
|
| 5.0 |
|
Kopernik Global Investors, LLC (5) |
|
| 47,676,440 |
|
|
| 6.7 |
|
Others |
|
| 316,405,996 |
|
|
| 44.6 |
|
Total |
|
| 709,308,309 |
|
|
| 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 39.2% of our total shares, which Includes (i) 171,576,409 shares beneficially owned by Inversiones Financieras del Sur S.A., for which Mr. Elsztain may be deemed beneficial owner, (ii) 1,310 common shares owned by Consultores Venture Capital Uruguay S.A. for which Mr. Elsztain may be deemed beneficial owner, (iii) 4,713,440 common shares owned by Agroinvestment S.A. for which Mr. Elsztain is deemed to be the beneficial owner, and (iii) 101,868,232 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, 2026, the outstanding shares were 709,308,309 and we own 56,345 shares in treasury. To calculate the percentage, the effect of treasury shares was not considered. |
(5) | According to the Form 13-F filed by Kopernik Global Investors, LLC with the SEC on August 11, 2026. |
|
| As of June 30, |
| |||||||||
|
| 2026 |
|
| 2025 |
|
| 2024 |
| |||
|
| % (4) |
| |||||||||
Eduardo S. Elsztain(1)(2) |
|
| 39.2 |
|
|
| 37.6 |
|
|
| 38.7 |
|
Directors and officers(3) |
|
| 4.5 |
|
|
| 3.7 |
|
|
| 3.8 |
|
ANSES |
|
| 5.0 |
|
|
| 4.0 |
|
|
| 4.0 |
|
Kopernik Global Investors, LLC(5) |
|
| 6.7 |
|
|
| 3.9 |
|
|
| 1.3 |
|
Others |
|
| 44.6 |
|
|
| 50.8 |
|
|
| 52.2 |
|
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 39.2% of our total shares, which Includes (i) 171,576,409 shares beneficially owned by Inversiones Financieras del Sur S.A., for which Mr. Elsztain may be deemed beneficial owner, (ii) 1,310 common shares owned by Consultores Venture Capital Uruguay S.A. for which Mr. Elsztain may be deemed beneficial owner, (iii) 4,713,440 common shares owned by Agroinvestment S.A. for which Mr. Elsztain is deemed to be the beneficial owner, and (iii) 101,868,232 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, 2026, the outstanding shares were 709,308,309 and we own 56,345 shares in treasury. To calculate the percentage, the effect of treasury shares was not considered. |
(5) | According to the Form 13-F filed by Kopernik Global Investors, LLC with the SEC on August 11, 2026. |
Difference in Voting Rights
Our major shareholders do not have different voting rights.
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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, 2026, our total issued and outstanding capital stock outstanding consisted of 709,308,309 common shares. As of June 30, 2026, there were approximately 53,588,777 American Depositary Shares (representing 535,887,770 of our common shares, or 75.6% of all our outstanding shares held) in the United States by approximately 32 registered holders of American Depositary Shares.
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
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.
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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.
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 VINCI Compass Argentina Asset Management S.A. S.G.F.C.I. (“Vinci”) in which BACS has a participation of 35.7%, among other entities, and BACS also acts as depositary of the Vinci funds under management.
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., a non-related party, 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.
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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.
Borrowings
In the ordinary course of our business, we enter into loan agreements or credit facilities with related companies. The loans under these loan agreements and credit facilities accrue interest at prevailing market rates.
Purchase of financial assets
We usually invest excess cash in instruments that may include those issued by related companies, acquired at issuance, or from unrelated third parties in secondary market transactions.
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 from which he 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, 2026, until June 30, 2028, with a (1) one year lease extension.
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; |
|
|
|
| · | acts on our behalf in such transactions, negotiating the prices, conditions, and other terms of each operation; and |
|
|
|
| · | 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 2026, 2025 and 2024 were recognized ARS 27,169 million, ARS 12,127 million and ARS 17,288 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. On September 22, 2026, IRSA informed that it has approved an additional investment of up to USD 4,000,000, for more information see “Item 4. Information on the Company—A. History and Development of the Company—Recent Developments.”
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. As of the date of this Annual Report, neither the Company nor its subsidiaries have made any additional contributions to the fund, whether in cash or in kind.
The investment in this fund has been approved by the Board of Directors of IRSA, with no objections from the Audit Committee.
For further information regarding related party transactions see Note 32 to our Audited Consolidated Financial Statements.
C. Interests of Experts and Counsel
This section is not applicable.
Item 8. Financial Information
A. Consolidated Statements and Other Financial Information
See Item 18 for our Audited Consolidated Financial Statements.
Legal or Arbitration Proceedings
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 file labeled “Exagrind S.A. Estancia San Rafael c/ Inversiones Ganaderas S.A. s/ Incidente de extension de responsabilidad” (147/11) wherein Exagrind 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.
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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: (i) the damaging event was caused by the risk or vice of the thing 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 Tali Sumaj; (ii) 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; (iii) granted 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 first instance had set from the date of the sentence to the effective payment.
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. In addition, 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, approximately ARS 93.8 million remain outstanding in respect of legal fees awarded to counsel for the plaintiff, and the fees of the expert witness are subject to an additional adjustment.
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 entered into an agreement with Salta Forestal S.A., pursuant to which the parties settled and terminated all existing judicial and extrajudicial proceedings between them, thereby resolving the dispute between the parties. In addition, they agreed on the terms governing the continuation of their contractual relationship and acknowledged that neither party had any claims against the other with respect to events occurring prior to the execution of such agreement.
IRSA’s Legal or Arbitration Proceedings
IRSA is not engaged in any material litigation or arbitration and no material litigation or claim is known to IRSA to be pending or threatened against IRSA, other than those described below.
Legal Proceedings in Argentina
Puerto Retiro
In 1999, through Inversora Bolívar, IRSA increased its equity interest in Puerto Retiro to 50.0% of Puerto Retiro’s share capital.
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In 1991, Indarsa acquired 90% of the share capital of Tandanor, a former state-owned company that owned a property located near Puerto Madero comprising approximately 8 hectares. Because Indarsa failed to fulfill its payment obligations in connection with the acquisition of Tandanor’s shares, the Argentine Government, through the Ministry of Defense, filed for Indarsa’s bankruptcy. Since Indarsa’s sole asset consisted of its ownership interest in Tandanor, the Argentine Government has sought to extend Indarsa’s bankruptcy to other companies and individuals that, in its view, operated as a single economic group. In particular, the Argentine Government has requested that the effects of Indarsa’s bankruptcy be extended to Puerto Retiro, which acquired Tandanor’s Plant No. 1. The Commercial Court with jurisdiction over the matter ordered that the proceedings remain stayed pending the final and non-appealable resolution of the criminal case entitled “Boffil Alejandro Arturo y otros s/ defraudación contra Administración Pública Querellante; Ministerio de Defensa y otros”, currently pending before Federal Criminal Oral Court No. 5.
The bankruptcy extension proceeding has completed its evidentiary stage. The parties have submitted their post-trial briefs and are awaiting a judicial decision. However, issuance of such decision remains suspended due to the criminal-law issues that must first be resolved in the related criminal proceeding described below. No assurance can be given that Puerto Retiro will ultimately prevail in this proceeding.
Puerto Retiro S.A. currently owns an 8.2-hectare property that is subject to a zoning designation identified as U.P., which restricts the use of the property exclusively to port-related activities. Puerto Retiro has been involved in the bankruptcy extension proceeding initiated by the Argentine Government, a matter in which its Board of Directors has had no involvement whatsoever.
Tandanor initiated a civil action against Puerto Retiro and the other defendants named in the criminal proceeding relating to alleged violations of Section 174(5), in conjunction with Section 173(7), of the Argentine Criminal Code. Through such action, Tandanor seeks reimbursement of all amounts it alleges were lost as a consequence of the allegedly fraudulent transaction. On March 7, 2015, Puerto Retiro filed its response to the complaint, asserting several preliminary defenses, including statute of limitations, failure to state a legally sufficient claim, and lack of standing (both active and passive standing). On July 12, 2016, Puerto Retiro was formally notified of the decision issued by Federal Criminal Oral Court No. 5 with respect to those preliminary defenses. Two defenses, failure to state a claim and lack of passive standing, were rejected. Puerto Retiro appealed that decision, but the appeal was denied. The remaining defenses were deferred for consideration in the final judgment.
On September 7, 2018, Federal Criminal Oral Court No. 5 issued the operative portion of its judgment, upholding Puerto Retiro’s statute of limitations defense with respect to the civil action. However, in the related criminal proceeding, to which Puerto Retiro was not a party, the court ordered, among other measures, the forfeiture of Puerto Retiro’s property known as Plant No. 1. The court’s reasoning was released on November 11, 2018, after which all parties were entitled to file appeals. Puerto Retiro subsequently filed an extraordinary appeal, which was denied. Puerto Retiro then sought review of that denial through a direct appeal procedure, which was accepted.
On July 26, 2024, the CSJN ruled on the various extraordinary appeals filed by the parties. With respect to the civil action, the CSJN granted the extraordinary appeals filed by Tandanor and the Ministry of Defense and unanimously resolved to: (i) vacate the appellate decision insofar as it had ruled that the civil action was time-barred, ordering the issuance of a new judgment based on its finding that the prior decision was arbitrary; and (ii) uphold the forfeiture of Plant No. 1, while ordering that the property be transferred to Tandanor rather than to the Argentine Government, expressly stating that the forfeiture issue had become final and non-appealable. Although the CSJN clarified that its ruling did not address the merits of the underlying civil claims, it directed the lower court to issue a new ruling considering the arguments advanced by Tandanor and the Ministry of Defense regarding the commencement date of the applicable limitations period. As a result, the case was reassigned to Chamber IV of the Federal Criminal Cassation Court, which constituted a new panel for purposes of issuing a new decision in compliance with the CSJN ruling.
Judges Carvallo and Borinsky recused themselves from further participation, and Judges Iacobucci and Barroetaveña were appointed as replacements. Judge Gustavo Hornos did not withdraw from the case despite having participated in the decision that was vacated by the CSJN. Accordingly, Puerto Retiro filed a motion seeking Judge Hornos’s recusal based on objective grounds. Chamber IV denied that motion. Puerto Retiro subsequently filed a federal extraordinary appeal against that decision, which was dismissed in a ruling issued and served on March 28, 2025. Within the applicable statutory period, Puerto Retiro filed a complaint seeking review of the denial of that extraordinary appeal, which remains pending as of the date hereof.
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Meanwhile, on May 26, 2025, a hearing was held pursuant to Sections 465 (final paragraph) and 468 of the Argentine Code of Criminal Procedure, during which the parties presented oral arguments. Thereafter, 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 of its unanimous decision to vacate operative provisions “II” (which had upheld the statute of limitations defense in the civil action) and “XVIII” (which had ordered that the forfeited property be transferred to the Argentine Government rather than to Tandanor) of the original judgment rendered by Federal Criminal Oral Court No. 5, and to remand the matter to the lower court for issuance of a new decision concerning both the statute of limitations defense and the disposition of the forfeited property. In essence, the Cassation Court issued a new ruling consistent with the CSJN’s guidance and instructed Federal Criminal Oral Court No. 5 to issue a new decision regarding the statute of limitations defense in light of both the CSJN judgment and the Cassation Court’s ruling, as well as regarding the transfer of the forfeited property for the benefit of Tandanor. The case file was subsequently remanded to Federal Criminal Oral Court No. 5.
In the context of the criminal proceeding, the private complainant alleged that Puerto Retiro had failed to comply with a preliminary injunction issued in the criminal case prohibiting any alteration of, or contractual transactions involving, the property that is the subject matter of the civil action. As a result of such allegation, Federal Criminal Oral Court No. 5 opened an ancillary proceeding and ordered and carried out the closure of the site where lease agreements with Los Cipreses S.A. and Flight Express S.A. were being performed, in order to enforce compliance with the injunction. Puerto Retiro subsequently became aware that the matter had been referred for assignment to a criminal court to investigate the possible commission of the offense of disobedience of a court order.
On August 20, 2026, Federal Criminal Oral Court No. 5 ordered the forfeiture of the property known as Plant No. 1 of Talleres Navales, Dársena Norte, and the return of such property to Tandanor. The court also directed the Clerk's Office of the Argentine Court of Appeals in Civil Matters to assign an Argentine Court of First Instance in Civil Matters to hear the request seeking a declaration that the deed through which Puerto Retiro acquired Plant No. 1 is absolutely null and void. These decisions are consistent with the prior rulings issued by both the CSJN and the Cassation Court following the CSJN decision. Accordingly, such decision may not be subject to further appeal because the relevant matters have already been finally adjudicated, and the court is merely implementing the rulings of the CSJN and the Cassation Court. The case has been assigned to Argentine Civil Court of First Instance No. 70 under docket number “BOFILL, ALEJANDRO ARTURO s/NULIDAD DE ESCRITURA/INSTRUMENTO” (Case No. 069262/2026). In these proceedings, the court ruled that the referral ordered by the criminal court does not replace the need for a petition by a party and does not authorize the court to initiate nullity proceedings sua sponte, and notified the relevant Federal Oral Criminal Court accordingly.
It should be noted that the civil action is directed exclusively against Puerto Retiro S.A. and not against IRSA, and that the events underlying such action occurred prior to IRSA's acquisition of its interest in Puerto Retiro S.A. As of the date of issuance of our Audited Consolidated Financial Statements of June 30, 2026, the determination regarding the statute of limitations applicable to the civil action and the disposition of the property remains pending and, given the current procedural stage of the proceedings, the final outcome remains uncertain.
In light of the developments in the legal proceedings affecting Puerto Retiro and based on the advice received from its legal counsel, Puerto Retiro’s Board of Directors decided during fiscal year 2019 to record a provision equal to 100% of the carrying value of its investment property. Such provision may be reversed if Puerto Retiro ultimately obtains a favorable judgment in the relevant proceedings.
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 will 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
| · | Federation of Commerce and Industry of the City of Buenos Aires and others V. GCBA and others |
The Federation of Commerce and Industry of the City of Buenos Aires (Federación de Comercio e Industria de la Ciudad de Buenos Aires) argued that the project carried out at Distrito Arcos did not have the necessary environmental approvals and did not comply with zoning guidelines. It also requested a precautionary measure, which was granted and delayed the opening to the public until December 18, 2014. The shopping center now operates normally. In the main proceedings, after several procedural appeals were filed, Chamber III of the Court of Appeals issued a judgment on February 14, 2019, as follows: Arcos del Gourmet S.A. ("AGSA") and GCBA were found liable, and AGSA was 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 creation of new park-like green spaces, located wholly or partially on the property subject to the lawsuit (Distrito Arcos) or on adjacent land. If the company cannot allocate the entire land area to the City of Buenos Aires, it must pay, following a valuation, the amount of money necessary for the Administration to find a property that fulfills this purpose during the term of the concession contract.
If AGSA carries out neither of these alternatives, the court would order the demolition of the works on the property necessary to comply with the provisions of the Urban Planning Code (art. 3.1.2). Subsequently, in the complaint filed by AGSA against the denial of its appeal for constitutional review of the aforementioned judgment, the Superior Court of Justice ruled that the demolition ordered by the Chamber of the works carried out on the property where the "Distrito Arcos" Shopping Center is currently located was not appropriate, and it upheld the rest of the judgment. On February 11, 2025, the co-defendants AGSA and GCBA entered into an agreement to comply with the aforementioned judgment, under which AGSA committed to: (i) make a payment of ARS 1,027,360,977.52 upon signing the agreement to cover the cost of creating Santa Rita Plaza (approximately 1,757 square meters), which was made in due time and form; and (ii) cover the remaining 21,562.41 square meters of green space, as set out in the agreement, to be developed in plazas designated by GCBA, subject to judicial approval. The agreement was judicially ratified on July 15, 2026.
| · | Argentine Agency for the Administration of State Assets |
On May 18, 2015, IRSA was notified that the Argentine Agency for the Administration of State Assets (Agencia de Administración de Bienes del Estado, or “AABE”), through Resolution No. 170/2014, had revoked the concession agreement granted to IRSA’s subsidiary, Arcos del Gourmet S.A. On June 2, 2015, IRSA filed an administrative challenge seeking to invalidate such notice on the grounds that the formal procedures required under Argentine law had not been observed.
Additionally, Arcos del Gourmet S.A. filed an administrative appeal seeking reversal of the revocation of the concession agreement and commenced judicial proceedings seeking a declaration that Resolution No. 170/2014 was null and void. On August 24, 2022, the trial court dismissed the action brought by Arcos del Gourmet S.A. Arcos del Gourmet S.A. timely appealed that decision before Chamber V of the Argentine Federal Court of Appeals in Administrative Matters, which affirmed the first-instance judgment on September 19, 2023.
Accordingly, on October 4, 2023, Arcos del Gourmet S.A. filed a federal extraordinary appeal seeking review by the CSJN on the grounds that the decision violated its constitutional rights. Following the appellate court’s denial of such appeal, on March 22, 2024 Arcos del Gourmet S.A. filed a direct complaint before the CSJN seeking review of that denial.
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As of the date hereof, two such complaints remain pending before the CSJN in connection with the denial of federal extraordinary appeals. These proceedings relate to: (i) the challenge brought by Arcos del Gourmet S.A. against the decision ordering termination of the concession agreement; and (ii) the judicial decision rejecting claims asserted in connection with the eviction proceeding originally initiated by Playas Ferroviarias de Buenos Aires S.A. pursuant to Law No. 17,091.
Following the AABE resolution discussed above, Playas Ferroviarias de Buenos Aires S.A. (to which ownership of the concession property had been transferred) commenced judicial eviction proceedings against Arcos del Gourmet S.A. On May 11, 2022, the trial court entered judgment ordering the eviction. Arcos del Gourmet S.A. appealed that decision before Chamber V of the Argentine Federal Court of Appeals in Administrative Matters, which affirmed the first-instance judgment on September 19, 2023.
Accordingly, on October 4, 2023, Arcos del Gourmet S.A. filed a federal extraordinary appeal seeking review by the CSJN based on alleged violations of its constitutional rights. Following the denial of that appeal by the appellate court, Arcos del Gourmet S.A. filed, on March 22, 2024, a complaint directly with the CSJN seeking review of such denial. The matter remains pending.
In connection with the foregoing, Arcos del Gourmet S.A. also commenced judicial proceedings for the court-supervised deposit of the monthly concession fee relating to the property.
As of the date of this Annual Report, the “Distrito Arcos” shopping center continues to operate normally.
Caballito
On December 23, 2019, IRSA CP, IRSA’s former subsidiary, sold Parcel 1 of its 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.
The purchase price is secured by a mortgage over Parcel 1 and Building 1. The purchaser was granted an option to acquire Parcel 2 of the same property through August 31, 2020 and Parcels 3 and 4 through March 31, 2021, subject to certain conditions precedent. For further information, see “Information on the Issuer – Business Description – Caballito Ferro Plot 1, City of Buenos Aires.”
On July 20, 2020, IRSA CP was notified of an action for constitutional protection (acción de amparo) action filed before the Administrative and Tax Court of the Autonomous City of Buenos Aires, Court No. 24, Clerk’s Office No. 47. The plaintiffs sought a declaration of nullity of: (i) the administrative act granting the environmental suitability certificate; and (ii) the administrative act approving and registering the construction plans.
On October 1, 2020, the Court of Appeals affirmed the preliminary injunction issued by the trial court on August 13, 2020, pursuant to which the court ordered: (a) the suspension of the effects of the administrative acts that granted the Environmental Compliance Certificate (Certificado de Cumplimiento Ambiental, or “CCA”) (DI-2018-1865-DGEVA, included in File No. EX2018-1066007-MEGEYA-DGTALAPRA) and approved the construction plans (Parcel 2: EX2018-09036563-MGEYA-DGROC, RE-2018-16270322-DGROC; Parcel 3: EX2018-09036079-MGEYA-DGROC, RE-2018-16267792-DGROC; Parcel 4: EX2018-16270322-DGROC); and (b) the suspension of construction activities being carried out on the property located at Av. Avellaneda 1400, City of Buenos Aires.
The Government of the City of Buenos Aires appealed the injunction through a constitutional appeal, which was dismissed by the Court of Appeals. A subsequent complaint filed by the City before the Superior Court of Justice of the City of Buenos Aires was likewise denied.
On March 9, 2026, the trial court issued a judgment holding that the request to declare null and void Environmental Compliance Certificate DI-2018-1865-DGEVA (Certificate No. 2884), included in File No. EX-2018-10660007-MEGEYA-DGTALAPRA, had become moot. The court partially granted the plaintiffs’ claims and, accordingly, authorized Portland Administradora Fiduciaria S.A., acting in its capacity as trustee of the Caballito Chico Trust, to undertake the necessary proceedings before the relevant administrative authorities in order to resume construction works on Parcel 1 in accordance with drawing PLANO-2020-15144623-GCABA-DGROC, registered under IF-2020-15963006-GCABA-DGROC.
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The court further authorized IRSA to undertake the administrative proceedings required to register new construction plans reflecting the modifications set forth in the case file with respect to Parcels 2, 3 and 4, provided that IRSA first identifies the parcel on which construction activities will initially recommence.
The judgment also provided that construction activities may not be carried out simultaneously on all three parcels owned by IRSA. Authorization to commence construction on the remaining parcels will be evaluated based on the results of ongoing oversight by the relevant administrative authorities, together with the monitoring committee established by the court.
In addition, the court ordered the competent administrative authority to prepare progress reports every six months and directed the creation of a working group for environmental and urban-planning monitoring in connection with the development projects contemplated for the parcels involved in the proceeding. The purpose of such body is to monitor any cumulative impacts that may arise from the progressive development of the various construction projects.
IRSA, the Government of the City of Buenos Aires and the plaintiffs each filed appeals against the judgment and subsequently submitted their appellate briefs. As of the date hereof, the case has not yet been referred to the corresponding appellate court for consideration of the appeals.
Legal proceedings in Israel
On September 25, 2020 the Court decreed the insolvency and liquidation of IDB Development Corporation Ltd. (“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, 2026, IRSA no longer owns any capital stock of IDBD while it has an investment in DIC that amounts to 1.1 million 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), claiming that Dolphin and IRSA breached a purported legally binding commitment to transfer to IDBD in an installment of NIS 70 million (“NIS”, the legal currency of Israel) 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 the 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 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.
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On January 30, 2023, and on February 7, 2023, the court issued a ruling allowing IDBD to serve the claim to the defendants out of jurisdiction and allowed Dolphin 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.
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 privity 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.
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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 its possession, as well as the bondholders’ trustees' response. The Defendants 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.
On January 21, 2026, IDBD filed its affidavits, and on September 6, 2026, the Defendants filed their affidavits.
Pursuant to the Israeli Court’s decision dated September 8, 2026, a third pre-trial hearing has been scheduled for December 10, 2026.
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. See “Item 10. Additional Information—D. Exchange Controls.”
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Fiscal year |
| Dividend Paid stated in terms of the measuring unit current as of June, 30, 2026 |
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| Dividend per share paid stated in terms of the measuring unit current as of June 30, 2026 |
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| Dividend paid stated in terms of the measuring unit current as of the date of the each corresponding Shareholders’ meeting (1) |
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| Dividend per share paid stated in terms of the measuring unit current as of the date of the each corresponding Shareholders’ meeting (1) |
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| (in millions of ARS ) |
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| (ARS ) |
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| (in millions of ARS ) |
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| (ARS ) |
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2023 (1) |
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| 37,901 |
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| 64.6350689 |
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| 3,100 |
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| 5.2866419 |
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2023 (2) |
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| 81,345 |
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| 141.4940134 |
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| 9,500 |
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|
| 16.5245323 |
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2024 (3) |
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| - |
|
|
| - |
|
|
| - |
|
|
| - |
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2024 (4) |
|
| 104,228 |
|
|
| 177.3598991 |
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| 22,000 |
|
|
| 37.4364423 |
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2024 (5) |
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| 58,414 |
|
|
| 98.4247171 |
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|
| 30,000 |
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| 50.5482063 |
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2025(6) |
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| 72,763 |
|
|
| 121.7130805 |
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|
| 45,000 |
|
|
| 75.2725361 |
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2026(7) (8) |
|
| 82,018 |
|
|
| 130.9120633 |
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|
| 65,080 |
|
|
| 103.8769027 |
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| (1) | Cash dividend paid on November 11, 2022. |
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| (2) | Cash dividend paid on May 8, 2023. |
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| (3) | Stock dividend paid in IRSA shares. Dividend per share: 0.03759065836 IRSA shares per CRESUD share. |
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| (4) | Cash dividend paid on October 12, 2023. |
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| (5) | Cash dividend paid on May 14, 2024. |
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| (6) | Cash dividend paid on November 7, 2024. |
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| (7) | Cash dividend paid on November 7, 2025. |
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| (8) | Stock dividend paid in IRSA shares. Dividend per share: 0.020271025365 IRSA shares per CRESUD share. |
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.”
B. Significant changes
For information about significant changes, see “Item 4. Information on the Company—A. History and Development of the Company—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 Annual Report, and the provisions of applicable Argentine Law.
Share offering and Warrants
On February 17, 2021, we announced a public offering of shares for up to 90 million common shares (or its equivalent 9 million ADS) and 90 million warrants to subscribe for new common shares. 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 common share.
Upon completion of the offering on March 5, 2021, shareholders subscribed for 90 million new common shares, including shares subscribed through accretion rights. The aggregate proceeds from the offering amounted to USD 42.5 million and issued the new shares, increasing the capital stock to 591,642,804 common shares with a nominal value of ARS 1.00 each and one vote per share. The warrants had an initial exercise price of USD 0.566 per common share and were listed on NASDAQ and ByMA under the tickers CRESW and CRE3W, respectively.
The warrants were exercisable in accordance with the applicable warrant terms, the number of shares issuable upon exercise and/or the price of the warrants were adjusted.
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The shareholders’ meeting held on October 30, 2025 approved, by majority vote, the execution of an addendum to the warrant agreement introducing the cashless exercise alternative (except for the payment of the par value of the shares), that is, allowing the delivery of shares for an amount equal to the difference between the exercise price of such options with cash payment and the equivalent market value of the shares, net of the payment of their par value.
During the year ended June 30, 2026, certain warrant holders exercised their right to acquire additional shares. Therefore, 71,644,060 warrants were exercised and the Company registered to 95,234,036 common shares, with a face value of ARS 1. As a result of the exercise, USD 24.5 million were collected by the Company.
As of March 10, 2026, 88,349,258 warrants had been exercised. The remaining 1,650,742 warrants expired unexercised on March 10, 2026. Accordingly, no warrants remained outstanding as of June 30, 2026.
Capital Stock
As of June 30, 2026, our capital stock amounted to ARS 709,308,309, represented by 709,308,309 common shares, with a nominal value of ARS 1.00 each and one vote per share and we own 56,345 shares in treasury.
As of the 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 common shares. Our common shares have one vote per share. All outstanding shares are validly issued, fully paid and non-assessable. As of June 30, 2026, there were approximately 44,006 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 representing 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.
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 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.
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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. On June 10, 2026, the CNV further streamlined the public offering regime by introducing automatic authorization for expanded medium-impact offerings and eliminating prior approval requirements for certain prospectus updates and debt securities programs.
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.
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On June 10, 2026, the CNV also expanded the scope of its digital securities framework by permitting the tokenization of additional categories of securities, including certain securities issued under automatic public offering regimes, and extending the regulatory sandbox for digital representations of securities through December 31, 2027.
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.
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. |
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Information regarding the ByMA
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| As of June 30, (1) |
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| 2026 |
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| 2025 |
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Market capitalization (in billions of ARS) |
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| 122,758 |
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| 79,973 |
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Shares average daily trading volume (2) (in millions of ARS) |
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| 103,975 |
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| 82,210 |
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Number of listed companies (3) |
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| 83 |
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| 82 |
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(1) | Reflects Merval historical data. |
(2) | During the month of June. |
(3) | Includes companies that received authorization for listing. |
Although companies may list all of their capital stock on the ByMA, in many cases a controlling block is retained by the listed company’s shareholders, resulting in a relatively small percentage of many companies’ stock being available for active trading by the public.
As of June 30, 2026, approximately 83 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 360% increase in 2023, a 173% increase in 2024 and a 20% increase in 2025. 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 under the trading symbol “CRESY”.
D. Selling Shareholders
This item is not applicable.
E. Dilution
This item is not applicable.
F. Expenses of The Issue
This item is not applicable.
Item 10. Additional Information
A. Share Capital
This item is not applicable.
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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. |
Limited Liability
Shareholders’ liability for losses is limited to their subscribed shares. 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 unlimited 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, 2026, our share capital consisted of 709,308,309 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.
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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.
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.
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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 a special shareholders’ meeting (Asamblea Extraordinaria) on the first call requires the presence of persons holding 60% of the shares entitled to vote and, on the second call, the quorum consists of the number of shareholders present, whatever that number. Decisions at special shareholders’ meeting (Asamblea Extraordinaria) generally must be approved by a majority of the votes validly exercised.
However, pursuant to the 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 no 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.
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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.
Our legal reserve is not available for distribution. Under the applicable CNV Rules, dividends are distributed pro rata in accordance with the number of shares held by each holder within 30 days of being declared by the shareholders for cash dividends and within in the case of dividends distributed as shares the Company must submit the approval to the CNV for authorization and must pay such dividends in shares within 30 days after the approval. 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 in periodic installments 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, at the 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.
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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 notified to the CNV. Thereafter, every change in the holdings that represents a multiple of 5% of the voting power should also be notified.
Directors, senior managers, executive officers, members of the supervisory committee, and controlling shareholders of an Argentine company whose securities are publicly 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.
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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. |
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. |
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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. |
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.
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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.
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.
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C. Material Contracts
We do not have any material contract entered into outside the ordinary course of business other than those described under “Item 7. Major Shareholders and Related Party Transactions – B. Related Party Transactions,” “Item 4. Information on the Company—A. History and Development of the Company—Recent Developments” and “Item 5. Operating and Financial Review and Prospects —B. Liquidity and Capital Resources—Indebtedness.”
D. Exchange Controls
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.
The following table shows the maximum, minimum, average and closing exchange rates for each applicable period to purchases of U.S. dollars.
|
| Maximum (1) (2) |
|
| Minimum (1) (3) |
|
| Average (1) (4) |
|
| At closing (1) |
| ||||
Fiscal year ended: |
|
|
|
|
|
|
|
|
|
|
|
| ||||
June 30, 2024 |
|
| 910.50 |
|
|
| 257.70 |
|
|
| 613.03 |
|
|
| 910.50 |
|
June 30, 2025 |
|
| 1,200.50 |
|
|
| 912.50 |
|
|
| 1,032.46 |
|
|
| 1,200.50 |
|
June 30, 2026 |
|
| 1,487.50 |
|
|
| 1,217.50 |
|
|
| 1,394.03 |
|
|
| 1,477.50 |
|
Month ended: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
July 31, 2026 |
|
| 1,493.50 |
|
|
| 1,467.00 |
|
|
| 1,481.48 |
|
|
| 1,480.50 |
|
August 31, 2026 |
|
| 1,509.50 |
|
|
| 1,483.00 |
|
|
| 1,495.43 |
|
|
| 1,504.00 |
|
September 30, 2026 |
|
| 1,521.00 |
|
|
| 1,502.00 |
|
|
| 1,509.27 |
|
|
| 1,512.50 |
|
October, 2026 (through October 19, 2026) |
|
| 1,520.00 |
|
|
| 1,508.00 |
|
|
| 1,513.42 |
|
|
| 1,520.00 |
|
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. |
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” 8307. Below is a summary of the exchange control rules currently in effect.
Exports of goods
The Consolidated Text requires that proceeds from exports of goods be brought into Argentina and settled in Pesos through the MULC within specified periods, depending on various factors, including the type of products exported and the relationship between the exporter and the importer. Regardless of the maximum periods established in each case, export proceeds must be brought into Argentina and settled in Pesos through the MULC within twenty (20) business days following the date of collection. However, the ability to use this period remains subject in all cases to compliance with the periods established in the Consolidated Text for each type of good.
The Consolidated Text further provides under Section 7.1.2.3 that, for exports officially registered on or after January 1, 2026, any extension of the periods applicable to exports involving related counterparties is available only if the exporter did not record total goods exports in excess of USD 200,000,000 during the calendar year immediately preceding the official registration of the customs declaration, such threshold being USD 50,000,000 in the case of exports officially registered prior to January 1, 2026.
Decree No. 28/2023, published on December 13, 2023, provided that, with respect to (i) the export countervalue of services included in subsection c) of paragraph 2 of Section 10 of Law No. 22,415 (the Argentine Customs Code), as amended (referring to services rendered in Argentina and effectively used or exploited abroad); and (ii) the export countervalue of goods included in the Nomenclature of Mercosur, including foreign pre-financing and/or post-financing of exports or an advance against export proceeds, 80% of that countervalue had to be brought into Argentina in foreign currency and/or traded through the MULC, while the remaining 20% had to be channeled through purchases and sales of marketable securities acquired with settlement in foreign currency and sold with settlement in local currency in Argentina.
On April 14, 2025, Decree No. 269/2025 repealed Decree No. 28/2023 and expressly provided that the countervalue of those exports would be governed by the general provisions of Decree No. 609/2019 and its amending and related regulations. Exporters of goods included in the Nomenclature of Mercosur must pay duties, taxes and other amounts under the terms, deadlines and conditions established by the applicable regulations, based on the applicable export duty rate and taking into account the foregoing countervalue.
If the client is a Vehículo de Proyecto Único (“SPV” or “Single-Purpose Project Vehicle in English”) 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.
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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 brought into Argentina and settled through the MULC within twenty (20) business days from the date of collection or disbursement abroad, subject to the requirements and exceptions set forth in Section 7.1.3 of the Consolidated Text.
The Consolidated Text further provides under Section 7.1.2.3 that, for exports officially registered on or after January 1, 2026, any extension of the periods applicable to exports involving related counterparties is available only if the exporter did not record total goods exports in excess of USD 200,000,000 during the calendar year immediately preceding the official registration of the customs declaration, such threshold being USD 50,000,000 in the case of exports officially registered prior to January 1, 2026.
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.
In certain cases, including where the exporter has a Certification of Increased Exports or has a project covered by the Export Promotion Regime established by Decree No. 234/2021, the exchange-control rules allow exporters greater access to the MULC to transfer funds abroad, including to pay dividends or services relating to External Financial Indebtedness.
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.
The provisions under point 7.3.5 of the Consolidated Text permit export proceeds from goods to be applied to the repayment of promissory notes, as well as an exemption from settlement for proceeds received in foreign currency and credited to the exporter’s foreign currency account with a local financial institution, provided those proceeds are used within 72 business hours to repay principal or interest on promissory notes eligible under that point.
Exports of Services
As a general rule, payments received for services provided by residents to non-residents must be brought into Argentina and settled through the MULC within a maximum period of 20 (twenty) business days from the date of receipt abroad or in Argentina or the date on which the funds are credited to foreign accounts.
In the case of funds received or credited abroad, the bringing-in and settlement requirement may be deemed satisfied for the amount equivalent to the customary charges debited by foreign financial institutions for transferring the funds to Argentina.
The provisions of Decree No. 28/2023 described above also applied to exports of services until April 14, 2025, when they ceased to be in effect.
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.
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If the client is a SPV under the RIGI that has notified the Ministry of Economy, as the authority responsible for implementing the RIGI, of its intention to avail itself of the benefits established in Section 198 of Law No. 27,742 (which provides that such SPVs are not required to bring into Argentina or settle through the MULC foreign currency obtained from activities other than exports of goods, including services), the exception set forth in Section 14.1.3 of the Consolidated Text will apply. That section provides that proceeds from services provided to non-residents by an SPV holding a project covered by the RIGI are exempt from the obligation to bring into Argentina and/or settle the full foreign currency countervalue, provided that the service was provided or accrued on or after the date on which the SPV commenced operations, as reported by the Ministry of Economy to the Central Bank.
Certain situations described in point 2.2.2 of the Consolidated Text are exempt from the settlement obligation for service export proceeds, provided that the proceeds are brought into Argentina within the applicable periods.
Communication “A” 8330 eliminated the USD 36,000 annual limit applicable to individuals under the exemption mechanism for settling service export proceeds, allowing that mechanism to be used without a monetary limit.
Sale of non-financial non-produced assets
Consideration received by residents from the disposal to non-residents of non-financial, non-produced assets must be brought into Argentina in foreign currency and settled through the MULC within twenty (20) business days from the date of receipt in Argentina or abroad, or the date on which the funds are credited to accounts abroad. In the case of funds received or credited abroad, the requirement to bring in and settle the funds may be deemed satisfied for the amount equivalent to the customary charges debited by foreign financial institutions for transferring the funds to Argentina.
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.
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Pursuant to Communication “A” 8226, for imports of all types of goods formalized on or after April 14, 2025, the period described above is reduced to zero (0) calendar days from the date of customs entry registration.
Access to the MULC for payments for imports with pending customs entry registration requires prior approval from the Central Bank, unless the transaction falls within specific situations provided for in the Consolidated Text.
Regarding the stock of import-related debt for which customs entry registration occurred on or before December 12, 2023, access to the MULC also requires prior approval from the Central Bank, except when the transactions are financed by financial institutions, official credit agencies or international organizations, or fall within other situations provided for in the Consolidated Text.
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 transportation services; |
| · | S06. Travel (excluding transactions related to withdrawals and/or consumption using 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; |
| · | S34. Transactions involving card charges or account debits by residents with non-resident providers or by non-residents with Argentine providers for digital services not related to travel; |
| · | S35. Transactions involving card charges or account debits by residents with non-resident providers or by non-residents with Argentine providers for the remote purchase or sale of goods; and |
| · | S36. Transactions involving withdrawals and/or card charges or account debits by residents with non-resident providers or by non-residents with Argentine providers, other than transactions involving digital services not related to travel or the remote purchase or sale of goods. |
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” and may be made from the date on which the service is provided. If the freight relates to an import transaction covered by Section 10.10.2.1 of the Consolidated Text, payment may be made from the date the goods are shipped at origin.
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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 for services not included in Sections 13.2.1 through 13.2.5 of the Consolidated Text, provided by a counterparty unrelated to the resident, and is made from the date the service is provided or accrued. The same timing applies to transfers abroad by local agents of funds collected in Argentina in respect of services provided by non-residents to residents.
vi) The payment corresponds to a transaction for services not included in Sections 13.2.1 through 13.2.3 of the Consolidated Text, provided by a counterparty related to the resident, and is made once ninety (90) calendar days have elapsed from the date the service was provided or accrued. Transactions originating in the rendering of services by related counterparties remain subject to this requirement even if a change of creditor or debtor results in the relationship between the creditor and the resident debtor ceasing to exist.
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 external assets, including purchases of foreign currency, and for derivative transactions by legal entities that are not authorized to operate in foreign exchange, local governments, mutual funds, trusts and other entities established in Argentina.
Access to the MULC by individuals
Pursuant to Sections 3.8 and 3.9 of the Consolidated Text, Argentine resident individuals may access the MULC without the prior approval of the BCRA for the purpose of acquiring foreign assets. In the case of purchases of foreign currency for the holding of banknotes or the establishment of deposits under section 3.8, transactions carried out by debiting local bank accounts are not subject to a specific monthly limit, while cash purchases may not exceed the equivalent of USD 100 per calendar month across all authorized entities. If the funds are credited to a bank account abroad, such account must be held in the customer’s name. The participating entity must register the transaction in the online system implemented by the BCRA and obtain evidence that the customer has income and/or assets consistent with the amount of foreign currency savings.
Section 3.9, in turn, allows Argentine resident individuals to access the MULC without the prior approval of the BCRA for the acquisition of foreign assets through other means, family assistance remittances and certain derivatives transactions, subject to an aggregate limit of USD 200 per calendar month across all authorized entities and for all applicable transaction categories. If the transaction is carried out in cash, the monthly limit is USD 100.
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In addition, pursuant to Section 3.8.5, access to the MULC under Section 3.8 requires the customer to undertake, by means of a sworn statement, not to purchase securities settled in foreign currency, whether directly or indirectly or for the account and on behalf of third parties, from the time access is requested and for the following 90 calendar days. This restriction does not apply to purchases of securities settled in foreign currency made (i) in connection with primary subscriptions of debt securities issued by Argentine residents, provided that the purchaser holds such securities in its portfolio for at least 15 business days, provided that such minimum holding period does not apply if the subscribed securities are sold with settlement in foreign currency; or (ii) through the reinvestment, within 15 business days following receipt, of foreign currency proceeds from principal and/or interest payments on securities issued by the Argentine Treasury or the BCRA.
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, may be entered into Argentina and settled in the MULC Although the settlement of the proceeds from such transactions is not mandatory, failure to settle such proceeds will prevent subsequent access to the MULC for the purpose of making principal and interest payments in respect of such indebtedness.
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 May 26, 2025 through a transfer abroad, access to the MULC must additionally, pursuant to Section 3.5.3 of the Consolidated Text occur according to the following minimum term from their issuance date for debt securities issued from May 16, 2025 onwards: at least 18 months.
For foreign currency-denominated debt securities issued by local financial institutions as from May 26, 2025: at least 12 months.
Access to the MULC to make payments more than three (3) days before the due date is, as a general rule, subject to prior approval from the Central Bank. The following cases of early repayment may be exempt from such prior approval, provided that the requirements set out in Section 3.5 of the Consolidated Text are satisfied: (i) early repayment of principal and interest with the settlement of funds brought into Argentina from 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 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 under a foreign credit line; and (v) early repayment of principal and interest by an SPV adhering to the RIGI.
Furthermore, prior approval from the Central Bank is generally required for local residents to access the MULC to pay principal and interest on External Financial Indebtedness owed to related parties. Certain exceptions apply, as set forth in Section 3.5.6 of the Consolidated Text, including certain refinancing or substitution transactions introduced by Communication “A” 8417.
In addition, Communication “A” 8442 provides that entities may grant access to the MULC for early repayment of principal and interest on financial debt, provided that the early repayment is made with funds transferred to the client’s local bank account by an individual or legal entity exercising a direct control relationship over the client or by another legal entity with which the client forms part of the same economic group, the funds originated from the settlement of new External Financial Indebtedness and/or issuances of debt securities covered by Section 3.5, and access occurs within seventy-two (72) business hours after that settlement.
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Additionally, under Section 3.11.2 of the Consolidated Text, entities may grant access to the MULC to residents to make payments for services related to External Financial Indebtedness or debt securities registered in Argentina that qualify for access to the MULC under Sections 3.6.1.3 through 3.6.1.5 of the Consolidated Text, to purchase foreign currency before the deadline permitted by the regulations, subject to 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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|
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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 provisions of the Consolidated Text permitting 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
Access to the MULC for the payment of debts and other obligations in foreign currency entered into after September 1, 2019 is prohibited, subject to limited exceptions, such as payments made by credit card.
Profits and Dividends
Under Section 3.4 of the Consolidated Text, access to the MULC to remit foreign currency abroad as profits and dividends to non-resident shareholders is permitted without prior approval from the Central Bank if certain conditions are satisfied, including that the distributions constitute distributable earnings based on net income reported in regular, audited annual financial statements for fiscal years beginning on or after January 1, 2025.
Non-residents
Non-residents must obtain prior approval from the Central Bank to access the MULC to purchase foreign currency, subject to limited exceptions.
Information System
In all cases, and subject to compliance with the remaining requirements applicable to each situation, access to the MULC will be available for the payment of financial or commercial debts and profits or dividends, provided that such debts are reported through the Central Bank’s information system 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 involving securities and other assets, unless the applicant certifies that, during the 90 consecutive days preceding and the 90 consecutive days following the date on which access to the MULC is requested:
(a) no sales of securities have been made through the settlement of foreign currency;
(b) there have been no exchanges of securities issued by residents for external assets;
(c) there have been no transfers of securities to deposit institutions abroad;
(d) no securities issued by non-residents with settlement in Pesos have been acquired in the country;
(e) no Argentine deposit certificates representing foreign shares have been acquired;
(f) no securities representing private debt issued in foreign jurisdictions have been acquired;
(g) no funds in local currency or other local assets (except funds in foreign currency deposited in local financial institutions) have been delivered to any individual or legal entity, resident or non-resident, linked or not, receiving as a prior or subsequent consideration, directly or indirectly, by itself or through a linked, controlled, or controlling entity, external assets, crypto assets, or securities deposited abroad during the 180 (one hundred and eighty) consecutive days prior to accessing MULC;
(h) it has not delivered and will not deliver local-currency funds or other local assets (except foreign-currency funds deposited with local financial institutions) to any individual or legal entity, whether resident or non-resident, related or unrelated, in order to receive, as prior or subsequent consideration, directly or indirectly, on its own behalf or through a related, controlled or controlling entity, external assets, cryptoassets or securities deposited abroad.
Pursuant to Communication “A” 8226, outflows through the MULC by resident individuals are not subject to the requirements set forth in Sections 3.16.3.1 and 3.16.3.2 of the Consolidated Text. In addition, transactions carried out up to and including April 11, 2025 will not be taken into account for purposes of the affidavits required under Sections 3.16.3.1 and 3.16.3.4 of the Consolidated Text.
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 foregoing conditions may be deemed satisfied if the client submits an affidavit stating that, during the applicable periods, it has not delivered local-currency funds or other liquid local assets to any individual or legal entity in Argentina, except for transactions directly related to its ordinary business activities.
If the client does not submit that affidavit, it may submit an affidavit stating that it has not delivered local-currency funds or other liquid local assets to any individual or legal entity in Argentina (including persons exercising direct control over it and members of its economic group), and stating
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| (i) | that it has not carried out and will not carry out the transactions contemplated in the Consolidated Text during the specified period; and |
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| (ii) | that, during the preceding 180 consecutive days, it has not received local-currency funds or other liquid assets in Argentina, except for those related to ordinary-course transactions originating from the client or from any of the identified direct controlling persons or members of the economic group from whom funds were received. Alternatively, it may submit affidavits from the individuals or legal entities that received such funds. |
In all such cases, the client must submit an affidavit stating that the funds received by the persons exercising direct control over it, or by the members of its economic group, in connection with the transactions referred to in items (i) through (iii) were used to make payments in Argentina related to 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 general rule, prior approval from the Central Bank is required if the client is an individual or legal entity included by ARCA in its list of invoices or equivalent documents classified as fraudulent. This requirement does not apply to access to the MULC for repayment of foreign-currency financing granted by local financial institutions, including payments for foreign-currency transactions made through credit or purchase cards. The list of individuals and legal entities included in this registry by 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
Pursuant to Section 3.16 of the Consolidated Text, entities authorized to operate in foreign exchange must verify compliance with certain supplementary requirements before granting access to the MULC for outflow transactions including:
| (i) | prior Central Bank approval where the client is listed in ARCA’s apocryphal-invoices database; |
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| (ii) | an affidavit from the client confirming that its holdings of CEDEAR’s and/or available liquid foreign assets do not exceed the equivalent of USD 100,000 and undertaking to settle in the MULC within five business days any funds received abroad from the collection of loans, term deposits or asset sales made after May 28th 2020; and |
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| (iii) | for clients that are not resident individuals, an affidavit confirming that the client has not carried out – and undertakes not to carry out during the 90 calendar days before and after the day of access – sales of securities settled in foreign currency, exchanges of resident issued securities for foreign assets, transfers of securities settled in Pesos or of CEDEARs acquisitions of private debt issued abroad, or deliveries of local currency funds in exchange for foreign assets, crypto-assets or securities held abroad. |
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Where the client is a legal entity, it must additionally disclose its direct controllers and economic group members and certify that it has not delivered local currency funds to any of them during the same 90-day period.
Certain transactions are excluded from these affidavits, including transfers of securities for the purpose of participating in sovereign or corporate debt exchanges, sales whose proceeds are applied within 10 days to the payment of qualifying external financial indebtedness or direct investment repatriation, and sales of BOPREAL bonds acquired in primary subscription.
With respect to minimum holding periods and daily transfer limits applicable to securities transactions, CNV General Regulation N°1062 eliminated the minimum holding period for sales of securities settled in foreign currency by resident individuals, while establishing a one business day minimum holding period for non-resident individuals and for non-individual resident clients.
Subsequent CNV General Resolutions N°1128 and 1152 introduced exceptions to the daily ARS 200 million limit on transfers of securities to foreign depository entities – including for Argentine Treasury securities acquires in primary placements and for securities held for at least 365 calendar days. In addition, Communication “A” 8361 requires clients accessing the MULC to sign an affidavit undertaking not to acquire securities settled in foreign currency during the following 90 calendar days; however, there is an exemption from this restriction purchases made in primary subscriptions of residents-issued debt securities and reinvestments of principal or interest proceeds from Argentine Treasury or Central Bank securities within 15 business days of collection.
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 Consolidated Text.
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 the applicable provisions of the Consolidated Text 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. |
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| · | Pay pending profits and dividends to non-resident shareholders. |
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| · | Repatriate portfolio investments of non-residents arising from profits and dividends collected in Argentina. |
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Additionally, BOPREAL acquired in primary subscription may be sold abroad under specific regulatory conditions.
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. In addition, for those transactions for which the reporting requirement is applicable, entities must verify that the relevant operation has been included in the latest due filing of the Central Bank’s External Assets and Liabilities Survey before granting access to the MULC.
Money Laundering
The Anti-Money Laundering Law together with the Argentine Criminal Code, establishes the legal framework for the prevention and prosecution of money laundering, terrorism financing and the financing of the proliferation of weapons of mass destruction. The Anti-Money Laundering Law created the Financial Information Unit, an autonomous and financially self-sufficient agency within the jurisdiction of the Argentine Ministry of Justice, which is responsible for the analysis, treatment and transmission of information for the prevention and detection of money laundering, terrorism financing and proliferation financing offenses. The UIF is also empowered to receive and request information from public and private entities and to transmit information to the competent authorities where it identifies sufficient grounds to suspect the commission of offenses related to money laundering, terrorism financing or proliferation financing.
Under Article 303 of the Argentine Criminal Code, money laundering constitutes an autonomous criminal offense against the economic and financial order and consists of, among other conduct, converting, transferring, administering, selling, encumbering, acquiring, concealing or otherwise placing into circulation assets derived from a criminal offense, where such conduct may cause the original or substitute assets to appear to have a lawful origin. The principal criminal offense applies where the value of the relevant assets, whether through a single transaction or a series of related transactions, exceeds an amount equivalent to 150 minimum living wages (salarios mínimos, vitales y móviles) in effect at the time of the relevant conduct. Transactions below that amount may also be punishable under the Argentine Criminal Code, although subject to a different penalty. Argentine law also criminalizes terrorism financing and the financing of the proliferation of weapons of mass destruction and provides for sanctions applicable to individuals and legal entities.
The Argentine Anti-Money Laundering Law framework imposes information, monitoring, reporting and control obligations on a broad range of public and private sector participants designated as obligated subjects under the Anti-Money Laundering Law, including financial institutions, insurance companies, certain capital markets participants and other regulated entities and professionals. These obligations generally include implementing policies and procedures based on identified risks, applying customer due diligence and “know your customer” requirements, identifying and verifying customers and their beneficial owners, monitoring transactions, reporting suspicious facts or transactions to the UIF, maintaining adequate records and preserving the confidentiality of suspicious transaction reports. Depending on the category of obligated subject, applicable regulations may also require the appointment of a compliance officer responsible for the implementation and oversight of anti-money laundering, counter-terrorism financing and counter-proliferation financing controls.
For these purposes, suspicious facts or transactions generally include attempted or completed transactions that raise suspicions or reasonable grounds to suspect that the assets involved derive from or are connected with a criminal offense, terrorism financing or proliferation financing, as well as transactions previously identified as unusual whose unusual nature cannot be reasonably justified after the corresponding analysis. Suspicious facts or transactions must be reported by obligated subjects regardless of their amount. Accordingly, the threshold of 150 minimum living wages applicable under Article 303 of the Argentine Criminal Code does not operate as a minimum reporting threshold for suspicious transaction reports. Quantitative thresholds applicable to systematic reporting requirements are established separately for particular categories of obligated subjects and types of transactions.
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Argentine regulations also require obligated subjects to identify and verify the ultimate beneficial owners of their customers. Under UIF Resolution No. 112/2021, an ultimate beneficial owner generally means the natural person who owns at least 10% of the capital or voting rights of a legal entity, trust, investment fund, dedicated estate or other legal structure, and/or the natural person who otherwise exercises ultimate control over such entity or legal structure. Obligated subjects are also required to determine whether their customers or their ultimate beneficial owners qualify as politically exposed persons (“PEPs”) and, where applicable, to apply due diligence measures proportionate to the risks identified. The PEP regime is principally governed by UIF Resolution No. 35/2023, as amended by UIF Resolution No. 192/2024.
The Argentine Anti-Money Laundering Law framework is based on a risk-based approach consistent with the recommendations of the Financial Action Task Force (“FATF”) and is intended to align Argentina’s anti-money laundering, counter-terrorism financing and counter-proliferation financing framework with international standards. Accordingly, obligated subjects must identify, assess, monitor, manage and mitigate money laundering, terrorism financing and proliferation financing risks and adopt policies, procedures and controls proportionate to the nature and level of the risks identified. With respect to obligated subjects operating in the capital markets, UIF Resolution No. 78/2023, as amended, establishes minimum requirements concerning risk management, customer due diligence, transaction monitoring, suspicious transaction reporting, internal controls, record keeping, training and the appointment of compliance officers.
Applicable CNV regulations also contain anti-money laundering provisions relating to companies authorized to make public offerings of securities in connection with capital contributions, irrevocable capital contributions and indebtedness provided by shareholders or third parties seeking to become shareholders. In addition, financial institutions, CNV-authorized intermediaries and other obligated subjects involved in the placement, distribution, intermediation and public offering of securities are subject to customer due diligence, transaction monitoring, recordkeeping and reporting obligations under the applicable Anti-Money Laundering Law framework. Within their respective areas of competence, the CNV and the BCRA cooperate with the UIF in the supervision of compliance with applicable anti-money laundering regulations.
In March 2024, Law No. 27,739 introduced significant amendments to Argentina’s anti-money laundering, counter-terrorism financing and counter-proliferation financing framework. Among other matters, it amended the Argentine Criminal Code and the Anti-Money Laundering Law, expressly incorporated the financing of the proliferation of weapons of mass destruction into the criminal and preventive framework and introduced measures concerning the identification of ultimate beneficial owners and the regulation of virtual asset service providers. Argentine authorities have subsequently issued regulations implementing and supplementing this framework, including UIF Resolution No. 207/2025, which updated the regime applicable to suspicious transaction reports relating to terrorism financing and the administrative freezing of assets, and UIF Resolution No. 3/2026, which established obligations and procedures applicable to suspicious transaction reports relating to the financing of the proliferation of weapons of mass destruction and the administrative freezing of assets and other property. In addition, UIF Resolution No. 35/2026 established a new framework for the exchange of information on anti-money laundering, terrorism financing and proliferation financing matters among specified regulatory and supervisory authorities and their foreign counterparts.
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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. |
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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.
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.
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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 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.
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, 2026, 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, and thereafter will be capital loss.
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.
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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.
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
The following section summarizes the Argentine income tax treatment applicable to dividends and capital gains derived from the ownership or disposition of common shares and ADSs.
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-kind —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, provided that they are distributed to Argentine resident individuals and foreign shareholders.
In case of 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, the portion of those dividends exceeding the company’s accumulated net taxable income (as determined by application of the Argentine Income Tax Law), if any, is subject to a 35% withholding tax on such excess (the “Equalization Tax”). For purpose of the Equalization Tax, the amount of accumulated net taxable income to be considered shall be determined by (1) deducting the income tax paid by the company, and (2) adding the dividends and profits not subject to tax received as distributions from other corporations. If the distribution is in-kind, then the corporation must pay the tax to the Argentine tax authorities and will be entitled to seek reimbursement from the shareholders.
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 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 common 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, 2026 to December 31, 2026):
Annual taxable income (ARS) |
| Will pay ARS |
| Marginal rate on the excess of the lower limit (%) |
| On the ARS surplus | ||
Over |
| To |
|
|
| |||
0.00 |
| 133,514,185.74 |
| 0.00 |
| 25 |
| 0.00 |
133,514,185.74 |
| 1,335,141,857.38 |
| 33,378,546.43 |
| 30 |
| 133,514,185.74 |
1,335,141,857.38 |
| forward |
| 393,866,847.93 |
| 35 |
| 1,335,141,857.38 |
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.
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Capital reductions and other distributions
Capital reductions and redemptions of our common shares and ADSs are not subject to income tax up to an amount equivalent to the contributed capital corresponding to the common shares and ADSs to be redeemed. Any distribution exceeding this amount, however, will be considered as a dividend for tax purposes and subject to withholding tax as described above.
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 common shares at December 31 of each year. The applicable tax rate is 0.50% and is levied on the equity value, or the book value, of the shares arising from the last balance sheet . 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 customary purchase and sale, exchange or other disposition of common shares or ADSs, and/or the collection of dividends at an average rate between 5% and 10%, unless an exemption is applicable. The tax base is the gross revenue obtained as a result of the business activities transacted in the jurisdiction.
In the particular case of the City of Buenos Aires, any transaction involving common shares and/or the collection of dividends and revaluations is exempt from this tax, pursuant to Section 298, paragraph 1 of the Tax Code of the City of Buenos Aires.
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 common shares could be subject to this tax at rates that vary from 1.603% to 9.513%, depending on the value of the transferred assets and the relationship between the transferor and the transferee.
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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.
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, the People´s Republic of China and Uruguay.
There are currently agreements between Argentina and the United States on the exchange of Country-by-Country Reports, and automatic exchange of financial account information to facilitate implementation of the U.S. Foreign Account Tax Compliance Act (FATCA), but there is no tax treaty or convention in force between both countries. 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 U.S. 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.
Argentina enacted Law No. 27,788, through which it ratified the “Multilateral Convention to Implement Tax Treaty-Related Measures to Prevent Base Erosion and Profit Shifting” (MLI). The ratification will be effective as of January 1, 2026. The convention enables the incorporation of anti-abuse clauses, improvement in the definition of permanent establishment, and optimization of dispute resolution mechanisms between countries. It also allows for changes to be made to the existing network of double tax treaties without renegotiating each agreement bilaterally.
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.
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I. Subsidiary Information
This section is not applicable.
Item 11. Quantitative and Qualitative Disclosures about Market Risk
In the normal course of business, we are exposed to foreign exchange risk, interest rate risks and other price risk, primarily related to changes in exchange rates and interest rates. We manage our exposure to these risks through the use of various financial instruments, none of which are entered into for trading purposes. We have established policies and procedures governing the use of financial instruments, specifically as they relate to the type and volume of such financial instruments. For further information on our market risks, please see Note 5 to our Audited Consolidated Financial Statements.
Item 12. Description of Securities Other than Equity Securities
A. Debt Securities
This item is not applicable
B. Warrants and Rights
This item is not applicable
C. Other Securities
This item is not applicable
D. American Depositary Shares
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).
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.
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, 2026. Based upon this evaluation, our Chief Executive Officer and Chief Financial and Administrative Officer concluded that our disclosure controls and procedures were effective as of June 30, 2026.
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:
| · | pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; |
|
|
|
| · | 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 |
|
|
|
| · | 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. |
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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, 2026. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework (2013).
Based on this assessment, management concluded that the Company’s internal control over financial reporting was effective as of June 30, 2026.
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, 2026, as stated in their report which is included in this Annual Report.
Remediation of Previously Reported Material Weakness
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.
As previously reported in Item 15 of our Annual Report on Form 20-F for the fiscal year ended June 30, 2025, management identified a material weakness in our internal control over financial reporting. Specifically, we did not design and maintain effective controls over capital increases resulting from the exercise of the warrants issued by us, as our internal control over financial reporting did not account for the impact of inflation accounting over the exercise of the warrants. This control deficiency resulted in material errors in the inflation adjustment of the share premium arising 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.
During the fiscal year ended June 30, 2026, our management, with the oversight of our Audit Committee, implemented the following measures designed to remediate the previously reported material weakness:
| · | Designed and implemented a control over capital increases derived from the exercise of warrants, pursuant to which the accounting and reporting supervisor reviews, on a quarterly basis, the supporting workpaper prepared by the accounting and reporting analyst, including the reconciliation of proceeds received to bank statements, the agreement of the shares issued and warrants exercised with the resolutions of our shareholders’ meetings and Board of Directors and with the applicable contractual documentation, the mathematical accuracy of the number of shares issued determined under the applicable contractual formula, and the accurate determination and recording of the related inflation adjustment of share premium in accordance with IAS 29; and |
|
|
|
| · | Formalized the documentation and supervisory approval requirements applicable to this control, which are evidenced through the review and approval of the related workpaper in the Company’s documentation platform. |
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Management has concluded that, as of June 30, 2026, the actions taken to strengthen our internal control over financial reporting, as well as the results of its testing of the design and operating effectiveness of these controls, remediated the previously reported material weakness.
C. Attestation Report of the Registered Public Accounting Firm
The effectiveness of the Company’s internal control over financial reporting as of June 30, 2026, has been audited by Price Waterhouse & Co. S.R.L., Buenos Aires, Argentina — member firm of PricewaterhouseCoopers International Limited, an independent registered public accounting firm, as stated in their report which appears herein.
D. Changes in Internal Control Over Financial Reporting
Except for the changes described under “–B. Management’s Annual Report on Internal Control Over Financial Reporting–Remediation of Previously Reported Material Weakness,” there have been no changes in our internal control over financial reporting during the fiscal year ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 16. Reserved
A. Audit Committee Financial Expert
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. During 2026, our Board of Directors approved an updated code of ethics to strengthen our integrity and corporate governance framework. Our updated code of ethics became effective on July 1, 2026 following the implementation of the corresponding communication and training plan, and is available posted on our website www.cresud.com.ar.
If we make any substantive amendment to our code of ethics or grant any waivers, including any implicit waiver of 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.
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C. Principal Accountant Fees and Service
Audit Fees
For the fiscal years ended June 30, 2026 and 2025, we were billed a total amount of ARS 2,144.8 million and ARS 1,548.7 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.
Audit-Related Fees
For the fiscal year ended June 30, 2026 and 2025 we were billed a total amount of ARS 220.1 million and ARS 176.7 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, 2026 and 2025, we were billed a total amount of ARS 61.4 million and ARS 53.2 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, 2026 and June 30, 2025 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. |
|
|
|
| · | Reports the fees invoiced by the external auditor during the year, separating them for accounting audit services, assurance services and for other special services not included in the former. |
|
|
|
| · | Analyze and supervise the working plan of the external auditors considering the business’ reality and the estimated risks; |
|
|
|
| · | Propose adjustments (if necessary) to such working plan; |
|
|
|
| · | 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 |
|
|
|
| · | Evaluate the performance of external auditors and their opinion regarding our Financial Statements. |
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D. Exemption from the Listing Standards for Audit Committees
This section is not applicable.
E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers
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. |
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.
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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 – 12/31/2024 |
|
| 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 October 2025, 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.
In October 2025, our Board of Directors, in accordance with the resolutions of the Shareholders’ Meeting dated October 30, 2025, decided the distribution among the shareholders, on a pro rata basis, of 5,300,000 common shares repurchased.
During the fiscal year ended June 30, 2026, no treasury shares were repurchased.
As of June 30, 2026, we own our shares in an amount equal to 0.01% of our capital stock, and as of October 20, 2026, we own our shares in an amount equal to 0.01% 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 LGS, 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 |
|
|
|
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).
|
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.
|
Rule 5605(b)(2)—Executive Sessions of the Board of Directors.
|
| 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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| Table of Contents |
NASDAQ Standards for U.S. companies |
| Cresud’s Corporate Practices |
|
|
|
Rule 5605(d)—Compensation Committee Requirements |
| In lieu of the requirements of Rule 5605(d), 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.
|
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.
|
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. Nonetheless, although all the members of the audit committee have large corporate experience, the Board of Directors determined to designate one member of the Audit Committee to serve as the Audit Committee Financial Expert. 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 |
|
|
|
Rule 5620(c)—Quorum.
|
| In lieu of the requirements of Rule 4350(c), 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(a) -- Conflicts of Interest
|
| In lieu of the requirements of Rule 5630(a), we follow Argentine law, which requires that related party transactions exceeding one percent (1%) of the corporation's net worth, measured pursuant to the last audited balance sheet, be considered by the Audit Committee in order to determine whether the terms and conditions of such transactions are consistent with normal market conditions and comparable to those applicable to transactions entered into with unrelated parties. 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 that we use to identify, analyze, assess, measure, mitigate and monitor cybersecurity risks. We work together with various teams across our organization to conduct an ongoing analysis of potential failures, vulnerabilities or risks that may affect our processes and assets.
We believe that information security and critical data governance are important to us. Accordingly, we have an information security management team led by our Information Security Manager, who has more than 20 years of experience in the cybersecurity field. He has strong knowledge in telecommunications, security awareness, access control and technology 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 assessing and managing cybersecurity risks. Our information security management team is independent from our IT management and is integrated into our compliance management. This information security management function has an individual annual budget and a strategy 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 enables us to identify, protect, detect, respond to and recover our systems and data from potential threats, and is subject to ongoing assessment. 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 oversee and monitor our corporate information security strategy and carry out investments and initiatives that enable us to achieve our business objectives.
Cybersecurity
In response to the evolution of cyber threats, we have carried out several projects to improve our security systems. During 2025 and 2026, we undertook actions that allowed us to increase the maturity level of our control systems based on internationally recognized cybersecurity best practices. In addition, we identified residual risks and deepened cybersecurity awareness among our employees. We upgraded our users’ equipment fleet, centralized and improved our patch analysis and management through world-class solutions and artificial intelligence technology, allowing us to maintain a more accurate view of our infrastructure while addressing vulnerabilities published by manufacturers. These actions have allowed for improved incident management, greater protection against threats and the development of a cybersecurity environment appropriate for the organization.
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| Table of Contents |
In response to the evolution of cyber threats, we have external advisors with more than 25 years of experience in the cybersecurity field, who provide us with vulnerability assessment services, customized training and recommendations for protection against cyber threats. In addition, we work with business partners that provide us with advanced tools for the early detection of threats, allowing us to identify potential cybersecurity risks.
Our main Enterprise Resource Planning (ERP) and Customer Relationship Management (CRM) systems have protection and contingency recovery levels that allow us to be prepared for the constant evolution of cyberattacks. During 2025 and 2026, we have carried out the following actions: (i) we performed a risk analysis that allows us to identify residual risks to be treated or accepted; (ii) we developed advanced control dashboards that allow us to monitor cyber risks; (iii) we upgraded technological equipment, which allowed us to keep our hardware fleet on the most recent versions provided by manufacturers, minimizing the threats published by them. These actions deepen our commitment to cybersecurity management, increase protection against threats and build an environment appropriate for the organization.
In recent years, the average number of cybersecurity incidents has increased significantly worldwide. Therefore, we focus on using advanced threat detection tools and rely on new AI technologies to enhance the identification, analysis, assessment, measurement, mitigation and monitoring of cybersecurity risks, allowing us to prevent the most frequent cyberattacks related to ransomware (virtual file hijacking), malware, spam, phishing and business email compromise (BEC), among others.
Our Information Security Manager presents quarterly cybersecurity reports to our Audit Committee, which assumes responsibility for the strategy and oversight of cybersecurity matters. This allows senior management to be involved, gain visibility into the status of each action taken and adjust the strategy based on the needs and direction of the business.
We have a cybersecurity incident response process to inform our Executive Committee, Audit Committee and the SEC of cybersecurity incidents that have had a significant impact on the Company. Our Information Security Manager is responsible for managing and resolving cybersecurity incidents affecting the Company. His main responsibilities include overseeing the security detection and alerting system, notifying relevant parties of detected incidents, performing initial incident assessments, isolating compromised systems, coordinating recovery efforts with our IT management, investigating cybersecurity incidents, managing internal communications regarding incidents and reviewing the effectiveness of corrective and preventive measures implemented.
We also have a Crisis Committee whose responsibilities include managing unforeseen situations that may adversely affect the Company’s operations and assets, coordinating a rapid and effective response to a cybersecurity crisis, managing internal and external communications during the crisis, making critical decisions in real time, constantly assessing the impact of the situation, adjusting decisions and ensuring compliance with applicable laws and regulations.
In addition, our Compliance Manager is responsible for ensuring that the Company complies with all cybersecurity incident management-related laws, regulations and standards applicable to it, cooperating with regulatory authorities, promoting the review and update of policies and procedures, acting as spokesperson for the Executive Committee and keeping the Executive Committee and Audit Committee informed of 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, assesses 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 activities, collects evidence for legal purposes, monitors suspicious transactions and cooperates in incident communications.
In addition, as part of our supplier contracting processes, our company establishes specific contractual provisions to ensure that such partners comply with appropriate data protection standards and security measures.
In 2025 and 2026, we have not recorded any significant Information Security events that have materially affected us or that are reasonably likely to materially affect us, our business strategy, results of operations or financial condition. We are aware of the ongoing 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 us against cybersecurity risks. For further information on these risks, see “Item 3. Key Information — D. Risk Factors—Risks Related to Our Business—Cybersecurity events could negatively affect our reputation, financial condition and 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-97
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| Table of Contents |
Item 19. Exhibits
Exhibit No. |
| Description of Exhibit |
1.1(17) |
| 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. |
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(11) |
| (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(3) |
| 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(4) |
| English translation of the Third Agreement for the Implementation of the Amendment to the Corporate Services Master Agreement, dated November 27, 2009. |
4.5(5) |
| Amendment to the Agreement for the exchange of Corporate Service between we, IRSA and IRSA CP, dated March 12, 2010. |
4.6(6) |
| English translation of the Forth Agreement for the Implementation of the Amendment to the Corporate Services Master Agreement, dated July 11, 2011. |
4.7(7) |
| English translation of the Fifth Agreement for the Implementation of the Amendment to the Corporate Services Master Agreement, dated October 15, 2012. |
4.8(8) |
| English translation of the Sixth Agreement for the Implementation of the Amendment to the Corporate Services Master Agreement dated November 12, 2013. |
4.9(8) |
| 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(9) |
| English translation of the Seventh Agreement for the Implementation of the Amendment to the Corporate Services Master Agreement dated February 18, 2015. |
4.11(10) |
| English translation of the Eighth Agreement for the Implementation of the Amendment to the Corporate Services Master Agreement dated November 12, 2015. |
4.12(11) |
| English translation of the Ninth Agreement for the Implementation of the Amendment to the Corporate Services Master Agreement dated May 5, 2017 |
4.13(12) |
| English translation of the Tenth Agreement for the Implementation of the Amendment to the Corporate Services Master Agreement dated June 29, 2018. |
4.14(13) |
| English translation of the Eleventh Agreement for the Implementation of the Amendment to the Corporate Services Master Agreement dated June 28, 2019. |
4.15(14) |
| 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(15) |
| 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(16) |
| 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(17) |
| 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 (18) |
| 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 (19) |
| 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 |
| 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 (18) |
| Incentive Compensation Clawback Policy. |
99.1 |
| Summary of investment properties by type as of June 30, 2026 (in accordance with Regulation S-X 12-28 (1)). |
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| Table of Contents |
(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 annual report on Form 20-F (File No. 333-06548) filed with the SEC on December 27, 2007. |
(4) | Incorporated herein reference to the annual report on Form 20-F (File No. 001-29190) filed with the SEC on December 30, 2009. |
(5) | Incorporated herein reference to the annual report on Form 20-F (File No. 001-29190) filed with the SEC on December 30, 2010. |
(6) | Incorporated herein reference to the annual report on Form 20-F (File No. 001-29190) filed with the SEC on December 28, 2011. |
(7) | Incorporated herein reference to the annual report on Form 20-F (File No. 001-29190) filed with the SEC on October 30, 2012. |
(8) | Incorporated herein reference to the annual report on Form 20-F (File No. 001-29190) filed with the SEC on October 31, 2014. |
(9) | Incorporated herein reference to the annual report on Form 20-F (File No. 001-29190) filed with the SEC on November 17, 2015. |
(10) | Incorporated herein by reference to the annual report on Form 20-F (File No. 001-29190) filed with the SEC on November 1, 2016. |
(11) | Incorporated herein by reference to the annual report on Form 20-F (File No. 001-29190) filed with the SEC on October 31, 2017. |
(12) | Incorporated herein by reference to the annual report on Form 20-F (File No. 001-29190) filed with the SEC on October 31, 2018. |
(13) | Incorporated herein by reference to the Annual Report on Form 20-F (File No. 001-29190) filed with the SEC on October 31, 2019. |
(14) | Incorporated herein by reference to the Annual Report on Form 20-F (File No. 001-29190) filed with the SEC on November 16, 2020. |
(15) | Incorporated herein by reference to the Annual Report on Form 20-F (File No. 001-29190) filed with the SEC on November 1, 2021. |
(16) | Incorporated herein by reference to the Annual Report on Form 20-F (File No. 001-29190) filed with the SEC on October 28, 2022. |
(17) | Incorporated herein by reference to the Annual Report on Form 20-F (File No. 001-29190) filed with the SEC on October 20, 2023. |
(18) | Incorporated herein by reference to the Annual Report on Form 20-F (File No. 001-29190) filed with the SEC on October 22, 2024. |
(19) | Incorporated herein by reference to the Annual Report on Form 20-F (File No. 001-29190) filed with the SEC on October 24, 2025. |
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| Table of Contents |
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
| Cresud Sociedad Anónima Comercial Inmobiliaria Financiera y Agropecuaria |
| |
|
|
|
|
Date: October 21, 2026 | By: | /s/ Matías I. Gaivironsky |
|
| Name: | Matías I. Gaivironsky |
|
| Title: | Chief Financial and Administrative Officer |
|
| 269 |
| Table of Contents |
INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm (PCAOB ID |
| F-2 |
|
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: |
| F-12 |
|
Note 1 - General information and the Group's business |
| F-12 |
|
Note 2 - Summary of material accounting policies |
| F-14 |
|
Note 3 - Significant judgments, key assumptions and estimates |
| F-34 |
|
Note 4 - Acquisitions and disposals |
| F-35 |
|
Note 5 - Financial risk management and fair value estimates |
| F-39 |
|
Note 6 - Segment information |
| F-46 |
|
Note 7 - Information about the main subsidiaries |
| F-54 |
|
Note 8 - Investments in associates and joint ventures |
| F-55 |
|
Note 9 - Investment properties |
| F-57 |
|
Note 10 - Property, plant and equipment |
| F-62 |
|
Note 11 - Trading properties |
| F-62 |
|
Note 12 - Intangible assets |
| F-63 |
|
Note 13 - Right-of-use assets and lease liabilities |
| F-63 |
|
Note 14 - Biological assets |
| F-64 |
|
Note 15 - Inventories |
| F-66 |
|
Note 16 - Financial instruments by category |
| F-66 |
|
Note 17 - Trade and other receivables |
| F-70 |
|
Note 18 – Cash flow information |
| F-71 |
|
Note 19 - Shareholders’ Equity |
| F-72 |
|
Note 20 - Trade and other payables |
| F-75 |
|
Note 21 – Provisions |
| F-75 |
|
Note 22 - Borrowings |
| F-77 |
|
Note 23 - Taxes |
| F-80 |
|
Note 24 – Leases |
| F-83 |
|
Note 25 – Revenues |
| F-84 |
|
Note 26 – Costs |
| F-84 |
|
Note 27 - Expenses by nature |
| F-85 |
|
Note 28 - Other operating results, net |
| F-86 |
|
Note 29 - Financial results, net |
| F-86 |
|
Note 30 - Earnings per share |
| F-86 |
|
Note 31 - Employee benefits and share-based payments |
| F-87 |
|
Note 32 - Related party transactions |
| F-88 |
|
Note 33 - Cost of sales and services provided |
| F-93 |
|
Note 34 - Foreign currency assets and liabilities |
| F-94 |
|
Note 35 - CNV General Resolution N° 622/13 |
| F-95 |
|
Note 36 - Relevant events of the year |
| F-95 |
|
Note 37 - Subsequent events |
| F-96 |
|
| 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, 2026 and 2025, 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, 2026, including the related notes and the summary of investment properties by type as of June 30, 2026 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, 2026, 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, 2026 and 2025, and the results of its operations and its cash flows for each of the three years in the period ended June 30, 2026 in conformity with IFRS Accounting Standards as issued by the International Accounting Standards Board. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of June 30, 2026, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting appearing under Item 15. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
| F-2 |
| Table of Contents |
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
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, management used a discounted cash flow model to value the Company’s Level 3 investment properties, which amounted ARS 2,212,601 million, representing approximately 64% of the Company’s total investment properties as of June 30, 2026. These properties are measured by management at fair value using assumptions that reflect management’s judgments about the assumptions that market participants would use to determine a current transaction price. Management’s fair value estimates included significant judgments and assumptions relating to the weighted average cost of capital (“WACC”) discount rates and macroeconomic variables, such as inflation, exchange rates, and gross domestic product.
The principal considerations for our determination that performing procedures relating to the Level 3 investment properties valued using discounted cash flows is a critical audit matter are (i) the significant judgment made by management when developing the fair value estimates of the Level 3 investment properties; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to the WACC discount rates and macroeconomic variables, such as inflation, exchange rates, and gross domestic product; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the valuation of the Level 3 investment properties, including controls over the discounted cash flow model, significant assumptions, and underlying data. These procedures also included, among others (i) testing management’s process for developing the fair value estimates of the Level 3 investment properties, including testing the mathematical accuracy of the calculations and agreeing the resulting amounts to the accounting records; (ii) evaluating the appropriateness of the discounted cash flow model used by management; (iii) testing the completeness and accuracy of underlying data used in the discounted cash flow model; (iv) evaluating the reasonableness of the significant assumptions used by management related to the WACC discount rates and macroeconomic variables, such as inflation, exchange rates, and gross domestic product; and (v) evaluating the sufficiency of the disclosures in the consolidated financial statements. Evaluating management’s assumptions related to the macroeconomic variables involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the Company; (ii) the consistency with external market data; and (iii) whether the assumptions were consistent with evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the discounted cash flow model and (ii) the reasonableness of the WACC discount rate assumption.
/s/ PRICE WATERHOUSE & Co. S.R.L.
(Partner)
/s/
October 20, 2026
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 | Argentine National Securities Commission | |
CODM | Chief Operating Decision Maker | |
CPI | Consumer Price Index | |
CPF |
| collective promotion funds |
Cresud, “the Company” | 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 Accountants |
FIBESA |
| Fibesa S.A.U. |
GCBA | Autonomous City of Buenos Aires Government | |
GCDI | GCDI S.A. (Former TGLT S.A.) | |
GLA |
| Gross Leasable Area |
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. | |
SHEFA INVESTMENTS |
| SHEFA INVESTMENTS S.A. (formerly We are appa S.A.) |
SRA |
| Sociedad Rural Argentina S.A. |
Tandanor | Tandanor S.A.C.I.y N. | |
TOFC |
| Federal Criminal Oral Court |
U.P. |
| Port 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, 2026 and 2025
(All amounts in millions of Argentine Pesos, unless otherwise indicated)
|
| Note |
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| 06.30.2026 |
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| 06.30.2025 |
| |||
ASSETS |
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Non-current assets |
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Investment properties |
|
| 9 |
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| ||
Property, plant and equipment |
|
| 10 |
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| ||
Trading properties |
|
| 11 |
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Intangible assets |
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| 12 |
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Right-of-use assets |
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| 13 |
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Biological assets |
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| 14 |
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Investment in associates and joint ventures |
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| 8 |
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Deferred income tax assets |
|
| 23 |
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Income tax credit |
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Restricted assets |
|
| 16 |
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Trade and other receivables |
|
| 17 |
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Investment in financial assets |
|
| 16 |
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Derivative financial instruments |
|
| 16 |
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Total non-current assets |
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Current assets |
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Trading properties |
|
| 11 |
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Biological assets |
|
| 14 |
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Inventories |
|
| 15 |
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Income tax credit |
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Trade and other receivables |
|
| 17 |
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Investment in financial assets |
|
| 16 |
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| ||
Derivative financial instruments |
|
| 16 |
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Cash and cash equivalents |
|
| 16 |
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Total current assets |
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TOTAL ASSETS |
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SHAREHOLDERS’ EQUITY |
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Shareholders' equity (according to corresponding statement) |
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| ||
Non-controlling interest |
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| ||
TOTAL SHAREHOLDERS' EQUITY |
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| ||
LIABILITIES |
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Non-current liabilities |
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Trade and other payables |
|
| 20 |
|
|
|
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|
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| ||
Borrowings |
|
| 22 |
|
|
|
|
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| ||
Deferred income tax liabilities |
|
| 23 |
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|
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| ||
Provisions |
|
| 21 |
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Payroll and social security liabilities |
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| ||
Lease liabilities |
|
| 13 |
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| ||
Derivative financial instruments |
|
| 16 |
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| ||
Total non-current liabilities |
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| ||
Current liabilities |
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Trade and other payables |
|
| 20 |
|
|
|
|
|
|
| ||
Borrowings |
|
| 22 |
|
|
|
|
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| ||
Provisions |
|
| 21 |
|
|
|
|
|
|
| ||
Payroll and social security liabilities |
|
|
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|
|
|
|
|
| ||
Income tax liabilities |
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|
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|
|
|
|
|
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| ||
Lease liabilities |
|
| 13 |
|
|
|
|
|
|
| ||
Derivative financial instruments |
|
| 16 |
|
|
|
|
|
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| ||
Total Current liabilities |
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| ||
TOTAL LIABILITIES |
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TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES |
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| ||
The accompanying notes are an integral part of these Consolidated Financial Statements.
| 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, 2026, 2025 and 2024
(All amounts in millions of Argentine Pesos, unless otherwise indicated)
|
| Note |
|
| 06.30.2026 |
|
| 06.30.2025 |
|
| 06.30.2024 |
| ||||
Revenues |
|
| 25 |
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| |||
Costs |
|
| 26 |
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| ( | ) |
|
| ( | ) |
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| ( | ) |
Initial recognition and changes in the fair value of biological assets and agricultural products at the point of harvest |
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|
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| ( | ) |
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| ||
Changes in the net realizable value of agricultural products after harvest |
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| |||
Gross profit |
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| |||
Net gain / (loss) from fair value adjustment of investment properties |
|
| 9 |
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| ( | ) | ||
Gain from disposal of farmlands |
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| |||
General and administrative expenses |
|
| 27 |
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| ( | ) |
|
| ( | ) |
|
| ( | ) |
Selling expenses |
|
| 27 |
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Other operating results, net |
|
| 28 |
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|
| ( | ) |
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| ( | ) |
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| |
Management fees |
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|
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| ( | ) |
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| ( | ) |
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| ( | ) |
Profit / (loss) from operations |
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| ( | ) | ||
Share of profit of associates and joint ventures |
|
| 8 |
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| |||
Profit / (loss) before financial results and income tax |
|
|
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| ( | ) | ||
Finance income |
|
| 29 |
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| |||
Finance cost |
|
| 29 |
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| ( | ) |
|
| ( | ) |
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| ( | ) |
Other financial results |
|
| 29 |
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| |||
Inflation adjustment |
|
| 29 |
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| ( | ) | ||
Financial results, net |
|
| 29 |
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Profit before income tax |
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Income tax |
|
| 23 |
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| ( | ) |
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| ( | ) |
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| |
Profit for the year |
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Other comprehensive (loss) / income: |
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Items that may be reclassified subsequently to profit or loss: |
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Currency translation adjustment and other comprehensive results from subsidiaries and associates (i) |
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|
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| ( | ) |
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| ( | ) |
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| ( | ) |
Revaluation surplus |
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Total other comprehensive loss for the year |
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| ( | ) |
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| ( | ) |
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| ( | ) |
Total comprehensive income for the year |
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Profit for the year attributable to: |
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Equity holders of the parent |
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Non-controlling interest |
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Total comprehensive income / (loss) attributable to: |
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Equity holders of the parent |
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Non-controlling interest |
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| ( | ) | ||
Profit for the year per share attributable to equity holders of the parent (ii): |
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Basic |
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Diluted |
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(i) | The components of other comprehensive income/ (loss) do not generate an impact on income tax. |
(ii) | See Note 30 to these Consolidated Financial Statements. |
The accompanying notes are an integral part of these Consolidated Financial Statements.
| 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, 2026, 2025 and 2024
(All amounts in millions of Argentine Pesos, unless otherwise indicated)
|
| Attributable to equity holders of the parent |
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| |||||||||||||||||||||||||||||||||||||||
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| Share capital |
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| Outstanding shares |
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| Treasury shares (iii) |
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| Inflation adjustment of share capital and treasury shares (i) |
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| Warrants (ii) |
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| Share premium |
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| Additional paid-in capital from treasury shares |
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| Legal reserve |
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| Other reserves (v) |
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| Retained earnings |
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| Subtotal |
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| Non-controlling interest |
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| Total Shareholders' equity |
| ||||||||||||
Balance as of June 30, 2025 |
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| ( | ) |
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Profit for the year |
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Other comprehensive loss for the year |
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| ( | ) |
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| ( | ) |
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| ( | ) | ||||||||
Total comprehensive (loss) / income for the year |
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| ( | ) |
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Assignment of results - Shareholders’ meeting |
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Reserve for share-based payments |
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Amendment to the exercise terms of warrants issued by the Company (ii) |
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| ( | ) |
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| ( | ) | |||||||
Distribution of treasury shares |
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| ( | ) |
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|
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) | ||||||||
Dividends distribution |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) | ||||||||
Exercise of warrants (ii) |
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||
Changes in non-controlling interest (iv) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
| |||||||||||
Other changes in shareholders' equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||
Capitalization of irrevocable contributions |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||
Balance as of June 30, 2026 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||
(i) | Includes ARS 2 of inflation adjustment of treasury shares. See Note 19 to these Consolidated Financial Statements. |
(ii) | See Notes 19 and 36 to these Consolidated Financial Statements. |
(iii) | On September 26, 2025, the Company transferred 1,054,383 treasury shares to a trust with the purpose of allocating them to a new long-term incentive plan for certain employees See Note 19 to these Consolidated Financial Statements. |
(iv) | Corresponds mainly to the effect of transactions involving ownership interests in subsidiaries that did not result in a loss of control by the Company. In accordance with IFRS, such transactions are accounted for as equity transactions in the consolidated financial statements, resulting in adjustments to the interests attributable to non-controlling shareholders. |
(v) | Group’s other reserves for the year ended June 30, 2026 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, 2025 |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
| ||||
Other comprehensive (loss) / income for the year |
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) | |||||
Total comprehensive (loss) / income for the year |
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) | |||||
Assignment of results - Shareholders’ meeting |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Reserve for share-based payments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Distribution of treasury shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Changes in non-controlling interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Balance as of June 30, 2026 |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
(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.
| 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, 2026, 2025 and 2024
(All amounts in millions of Argentine Pesos, unless 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, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||
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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||
Exercise of warrants |
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||
Changes in non-controlling interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) | |||||||||
Dividends distribution |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) | ||||||||
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) | 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 |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Other comprehensive (loss) / income for the year |
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) | |||||
Total comprehensive (loss) / income for the year |
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) | |||||
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.
| 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, 2026, 2025 and 2024
(All amounts in millions of Argentine Pesos, unless 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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||
Profit for the year |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||
Other comprehensive loss for the year |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) | ||||||||
Total comprehensive (loss) / income for the year |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
| ( | ) |
|
|
| ||||||||||
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, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||
(i) | Includes ARS 37 of inflation adjustment of treasury shares. |
(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 year |
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) | |||||
Total comprehensive (loss) / 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, 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.
| 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, 2026, 2025 and 2024
(All amounts in millions of Argentine Pesos, unless otherwise indicated)
|
| Note |
|
| 06.30.2026 |
|
| 06.30.2025 |
|
| 06.30.2024 |
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Operating activities: |
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Net cash generated from operating activities before income tax paid |
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| 18 |
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Income tax paid |
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| ( | ) |
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| ( | ) |
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| ( | ) |
Net cash generated from operating activities |
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Investing activities: |
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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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| ( | ) |
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| ( | ) |
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Acquisition of investments in associates and joint ventures |
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| ( | ) |
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Business combination payments |
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| ( | ) |
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Acquisition and improvement of investment properties |
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| ( | ) |
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| ( | ) |
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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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| ( | ) |
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| ( | ) |
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| ( | ) |
Acquisition of intangible assets |
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| ( | ) |
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| ( | ) |
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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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Increase in loans granted |
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Acquisitions of investments in financial assets |
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| ( | ) |
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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) / proceeds from derivative financial instruments, net |
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| ( | ) |
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| ( | ) |
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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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| ( | ) |
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| ( | ) |
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| ( | ) |
Obtaining / (payment) of short term loans, net |
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| ( | ) |
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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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| ( | ) |
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| ( | ) |
Repurchase of treasury shares |
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Dividends paid |
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| ( | ) |
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Distribution of treasury shares |
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Exercise of warrants |
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Repurchase of non-convertible notes |
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Net cash generated from / (used in) financing activities |
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Net (decrease) / increase in cash and cash equivalents |
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| ( | ) |
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Cash and cash equivalents at the beginning of the year |
|
| 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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Cash and cash equivalents at the end of the year |
|
| 16 |
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The accompanying notes are an integral part of these Consolidated Financial Statements.
| F-11 |
| Table of Contents |
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria |
Notes to Consolidated Financial Statements
(Amounts in millions of Argentine Pesos, unless otherwise indicated)
1. General information and the Group’s business
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.
The 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 20, 2026.
As of June 30, 2026, 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, is 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 Cresud’s subsidiary BrasilAgro are listed 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 18 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.
| F-12 |
| Table of Contents |
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria |
The activities of the “Others” segment of the Group are carried out mainly through BHSA, in which IRSA holds, directly and indirectly, a
Economic context in which the Group operated - Argentina
The Group carried out its activities mainly in Argentina, in an economic environment characterized by the continuation of the macroeconomic stabilization process, with a gradual recovery of economic activity, a slowdown in inflation, the consolidation of fiscal balance, and a more flexible exchange rate regime. The most relevant aspects are summarized below:
| · | Economic Activity: During the second half of 2025 and the first half of 2026, |
| · | |
| · | Exchange Rate: |
| · | Fiscal Surplus: |
Between the second half of 2025 and the first half of 2026, the Government maintained fiscal balance as the cornerstone of its economic policy, complemented by deregulation measures, structural reforms, and promotion of private investment. The main measures included:
| · | The continuation of economic deregulation and regulatory simplification measures implemented during the year, as well as new reforms aimed at reducing regulatory restrictions and improving the business climate. |
| · | The approval of the 2026 Budget, prepared on the basis of the fiscal balance objective and aimed at consolidating the macroeconomic stabilization process. |
| · | The implementation of the Incentive Regime for Large Investments (RIGI), including the evaluation and approval of investment projects and the extension of the deadline to adhere to the regime. |
| · | The continuation of the program agreed with the International Monetary Fund (IMF), aimed at strengthening international reserves, consolidating the macroeconomic stabilization process, and sustaining the current exchange rate regime. |
| · | The enactment and regulation of the Fiscal Innocence Regime and the Simplified Income Tax Regime, with the objective of promoting asset formalization and simplifying tax compliance. |
| · | The continuation of the process of reducing export duties for different productive sectors, including agro-industrial and industrial products, with the objective of improving competitiveness and promoting exports. |
The Company’s Board of Directors continuously monitors the evolution of variables affecting the 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.
Economic context in which the Group operated - Brazil
The Group carries out part of its activities in Brazil, in an environment characterized by the gradual implementation of the consumption tax reform, developments in international agricultural commodity markets, and the continued uncertainty arising from geopolitical, trade-related and climate-related factors.
The most relevant aspects are summarized below:
| · | Tax Reform: During the fiscal year, the implementation process of the tax reform introduced by Constitutional Amendment No. 132 continued, including the regulation of the new taxes CBS, IBS and the Selective Tax. The transition to the new tax regime will begin gradually in 2026. As of the reporting date, no significant impacts on the financial statements had been identified. |
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|
|
| · | Commodity Markets and International Trade: International demand for agricultural commodities continued to be a relevant factor in price formation. The Group also continuously monitors developments in international trade policies, including tariff measures adopted by the United States and other regulatory changes that could affect global trade flows and the volatility of agricultural markets. |
| F-13 |
| Table of Contents |
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria |
| · |
Geopolitical Factors: The international environment continues to be affected by uncertainty arising from regional conflicts and geopolitical tensions, particularly in the Middle East, which could impact energy prices, logistics costs and certain inputs used in agricultural operations. As of the reporting date, no significant impacts on the Group’s Financial Statements have been identified. |
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|
|
| · | Climate-Related Factors: The Group’s agricultural operations are exposed to risks associated with weather conditions. During the fiscal year, a transition was observed from the residual effects of the La Niña phenomenon to predominantly neutral conditions, contributing to greater stability in rainfall patterns and temperatures, although with varying effects across different production regions. The Group continues to monitor the impact of these variables on its operations and accounting estimates. |
Management continuously monitors the evolution of these factors in order to assess their potential effects on the Group’s operations and financial position. These Financial Statements should be read in light of these circumstances.
2. Summary of material accounting policies
2.1. Basis of preparation of the Consolidated Financial Statements
(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, 2026.
Additionally, certain matters required by the General Companies Law and/or CNV regulations have been 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 the 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 that of a hyperinflationary economy be expressed in terms of the current unit of measurement at the closing date of the reporting period, regardless of whether they are based on the historical cost method or the current cost method. In general terms, inflation must be applied to non-monetary items from the date of acquisition or from the revaluation date, as applicable. These requirements also apply to the comparative information presented in the financial statements.
Since Argentina has been considered a hyperinflationary economy for accounting purposes in accordance with IAS 29 guidelines since July 1, 2018, these Consolidated Financial Statements have been expressed in terms of the current unit of measurement as of June 30, 2026, in accordance with IAS 29.
The table below shows the evolution of the relevant indices in the last two fiscal years and as of June 30, 2026, according to the National Institute of Statistics and Census (INDEC), following the guidelines described in Resolution 539/18:
Price variation |
| June 30, 2024 |
|
| June 30, 2025 |
|
| June 30, 2026 |
|
| Cumulative as of June 30, 2026(3 years) |
| ||||
Annual |
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| % |
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| % |
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| % |
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| % | ||||
The principal adjustment procedures for the application of IAS 29 are the following:
| - | Monetary assets and liabilities recorded at the measuring unit as of the closing date of the consolidated financial statements are not restated, as they are already stated in terms of the current unit of measurement. |
| - | Non-monetary assets and liabilities recorded at cost as of the date of the consolidated financial statements, and equity components, are restated applying the relevant adjustment factors. |
| F-14 |
| Table of Contents |
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria |
| - | All items in the Consolidated Statement of Income and Other Comprehensive Income are restated by applying the relevant conversion factors. |
| - | The effect of inflation on the Company’s net monetary position is included in the Consolidated Statement of Income and Other Comprehensive Income under “Financial results, net,” in a separate line item called RECPAM. |
| - | Comparative figures have been adjusted for inflation following the same procedure described above. |
(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 the 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 Shekels.
(d) Fiscal year
The fiscal year begins on July 1st and ends on June 30 of each year.
(e) Accounting policies
See Notes 2.2 through 2.27 for the accounting policies applicable to each item.
(f) 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.
| F-15 |
| Table of Contents |
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria |
(g) Use of estimates
The preparation of Financial Statements at a certain date requires Management to make estimates and judgements 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 |
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. | 06-30-2026 |
The adoption of these amendments has not had a material impact for the Group.
Standards and amendments not yet adopted by the Group
Standards and amendment | Description | Date of mandatory adoption for the Group in the year ended on |
Amendments to the Classification and Measurement of Financial Instruments – Amendments to IFRS 9 and IFRS 7 | On May 30, 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 January 1, 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.
|
Annual Improvements to IFRS Accounting Standards – Volume 11 | In September 2024, the IASB issued the Annual Improvements to IFRS Accounting Standards – Volume 11, which include narrow-scope amendments to several standards intended to clarify existing requirements, remove inconsistencies and improve consistency in their application. The main amendments are: 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. (a) IFRS 1 – First-time Adoption of International Financial Reporting Standards: improvements to increase consistency between IFRS 1 and IFRS 9 regarding hedge accounting requirements and to enhance the understandability of IFRS 1; (b) IFRS 7 – Financial Instruments: Disclosures: amendments to improve the consistency of the terms and expressions used in the standard with those used in IFRS 13 Fair Value Measurement; (c) IFRS 9 – Financial Instruments: clarifications on the accounting for the derecognition of lease liabilities by a lessee when those liabilities are extinguished, as well as on certain inconsistencies between IFRS 9 and IFRS 15 Revenue from Contracts with Customers regarding the concept of "transaction price"; (d) IFRS 10 – Consolidated Financial Statements: clarifications on the requirements for determining when an entity acts as a "de facto agent"; and (e) IAS 7 – Statement of Cash Flows: replacement of the term "cost method" with "at cost", as the former is no longer defined in the IFRS Accounting Standards. | Annual periods beginning on or after January 1, 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.
|
| F-16 |
| Table of Contents |
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria |
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. Annual periods beginning on or after 1st January 2027. 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 structured 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. Management is currently assessing the impacts that the adoption of IFRS 18 could have on the presentation and disclosure of the financial statements, particularly in relation to the structure of the statement of profit or loss and certain disclosure requirements. As of the date of issuance of these Consolidated Financial Statements, such impact has not yet been determined. | 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.
|
Translation to a Hyperinflationary Presentation Currency – Amendments to IAS 21 | In November 2025, the IASB issued amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates. The amendments are intended to provide specific guidance for the translation of financial statements when the functional currency differs from the presentation currency, introducing requirements for certain situations that were not expressly addressed by the standard. Among the main changes, the amendments establish that when an entity has a functional currency of a non-hyperinflationary economy and presents its financial statements in a hyperinflationary presentation currency, the current period and comparative amounts shall be translated using the closing exchange rate at the most recent reporting date. The amendments also require that, when a presentation currency ceases to be hyperinflationary, the entity shall apply prospectively the general translation requirements of IAS 21. In addition, specific provisions are introduced for cases in which an entity whose functional and presentation currency is that of a hyperinflationary economy has foreign operations with a non-hyperinflationary functional currency. In these circumstances, the comparative information of those operations is not translated using the closing exchange rate of the current period, but is instead restated by applying the general price index used for restating comparative information in accordance with IAS 29 Financial Reporting in Hyperinflationary Economies. | 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.
|
| F-17 |
| Table of Contents |
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria |
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.
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 |
| 06.30.2026 |
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| 06.30.2025 |
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| 06.30.2024 |
| |||
Cresud's direct equity interest in: |
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| Brazil |
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| % |
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| % |
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| % | |||||
| Argentina |
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| % |
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| % |
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| % | |||||
| Uruguay |
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| % |
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| % |
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| % | |||||
| Argentina |
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| % |
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| % |
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| % | |||||
| Argentina |
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| % |
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| % |
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| - |
| ||||
Brasilagro's direct equity interest in: |
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| Brazil |
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| Brazil |
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| % |
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| % | |||||
| Brazil |
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| Brazil |
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| Brazil |
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| Brazil |
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| Brazil |
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| Brazil |
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| % |
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| % | |||||
| Paraguay |
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| % |
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| % |
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| % | |||||
| Paraguay |
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|
| - |
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| % |
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| % | ||||
| Brazil |
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|
| % |
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| % |
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| % | |||||
| Bolivia |
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| % |
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| % |
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| % | |||||
| Bolivia |
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| % |
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| % |
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| % | |||||
| Bolivia |
|
|
| - |
|
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| % |
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| % | ||||
| Bolivia |
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| % |
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| % |
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| % | |||||
Futuros y Opciones.Com. S.A.'s direct equity interest in: |
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|
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|
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| Argentina |
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| % |
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| % |
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| % | |||||
| Argentina |
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| % |
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| % |
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| % | |||||
| Chile |
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| % |
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| % |
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| % | |||||
Helmir S.A.'s direct equity interest in: |
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|
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| Uruguay |
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| % |
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| % |
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| % | |||||
(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, 2026, 2025 and 2024, the Group owns 51.75% of the common shares of Futuros y Opciones S.A (FyO). The preferred shares 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. As of June 30, 2026 and 2025 Helmir does not own any stake in IRSA. |
(5) | Includes direct participation of Cresud. |
(6) | Agropecuaria Morotí S.A. was merged into the subsidiary Palmeiras S.A., which assumed its assets and liabilities as from April 17, 2026. |
(7) | Yatay Agropecuaria S.A. was merged into the subsidiary Yuchán Agropecuaria S.A., which assumed its assets and liabilities as from June 1, 2026 |
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Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria |
Urban Properties and Investments Business
|
| % of ownership interest held by the Group |
| |||||||||||||
Name of the entity |
| Country |
| Principal activity |
| 06.30.2026 |
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| 06.30.2025 |
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| 06.30.2024 |
| |||
IRSA's direct equity interest: |
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| |||
| Argentina |
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| % |
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| % |
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| % | |||||
| Argentina |
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| % |
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| % |
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| % | |||||
| Argentina |
|
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| % |
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| % |
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| % | |||||
| Argentina |
|
|
| % |
|
| % |
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| % | |||||
| Argentina |
|
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| % |
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| % |
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| % | |||||
| Uruguay |
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| % |
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| % |
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| % | |||||
| Argentina |
|
|
| % |
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| % |
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| % | |||||
| Argentina |
|
|
| % |
|
| % |
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| % | |||||
| Argentina |
|
|
| % |
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| % |
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| % | |||||
| Argentina |
|
|
| % |
|
| % |
|
| % | |||||
| Argentina |
|
|
| % |
|
| % |
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| % | |||||
| Uruguay |
|
|
| % |
|
| % |
|
| % | |||||
| Argentina |
|
|
| % |
|
| % |
|
| % | |||||
| Argentina |
|
|
| - |
|
|
| - |
|
|
| % | |||
| Argentina |
|
|
| % |
|
| % |
|
| % | |||||
| Argentina |
|
|
| % |
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| % |
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| % | |||||
| Argentina |
|
|
| % |
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| % |
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| % | |||||
| Argentina |
|
|
| % |
|
| - |
|
|
| - |
| |||
| Argentina |
|
|
| % |
|
| - |
|
|
| - |
| |||
ECLASA’s direct equity interest |
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|
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|
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| Argentina |
|
|
| % |
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| % |
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| % | |||||
| Argentina |
|
|
| % |
|
| - |
|
|
| - |
| |||
Tyrus S.A.'s direct equity interest in: |
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|
|
|
|
|
|
|
|
|
|
|
|
| Bermudas/ Netherlands |
|
|
| % |
|
| % |
|
| % | |||||
| United States |
|
|
| % |
|
| % |
|
| % | |||||
| United States |
|
|
| % |
|
| % |
|
| % | |||||
| British Virgin Islands |
|
|
| % |
|
| % |
|
| % | |||||
| United States |
|
|
| % |
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| % |
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| % | |||||
DFL's direct equity interest in: |
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|
|
|
|
|
|
|
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| Israel |
|
|
| % |
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| % |
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| % | |||||
(1) | The Group has consolidated the investment in Llao Llao Resorts S.A. considering its equity interest and a shareholders agreement that confers its majority of votes in decision-making process. |
(2) | Merged into IRSA as of July 1, 2024. |
(3) | Includes ECLASA and IRSA’s equity interest |
(4) | Includes Tyrus and IRSA’s equity interest |
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.
| F-19 |
| Table of Contents |
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria |
(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.
| F-20 |
| Table of Contents |
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria |
(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 economic and 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.
| F-21 |
| Table of Contents |
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria |
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 investment 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.
| F-22 |
| Table of Contents |
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria |
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 a condition 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, 2026 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.
| F-23 |
| Table of Contents |
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria |
2.8 Leases
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
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.
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).
(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.
| F-24 |
| Table of Contents |
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria |
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.
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.
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.
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.
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.
| F-25 |
| Table of Contents |
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria |
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”.
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 instrument is classified at amortized cost when it is held with the objective of collecting the contractual cash flows that represent solely payments of principal and interest. Otherwise, it is measured at fair value through profit or loss.
Financial assets measured at amortized cost are initially recognized at fair value and subsequently at amortized cost using the effective interest rate method, with the related results recognized in “Financial results, net” in the Consolidated Statement of Income and Other Comprehensive Income. The Group assesses at each year-end the impairment of its financial assets measured at amortized cost, recognizing the corresponding losses when there are indications of impairment.
Financial assets measured at fair value through profit or loss are initially recognized at fair value, and transaction costs are recognized in profit or loss. The Group has not designated debt instruments at fair value through profit or loss to eliminate accounting mismatches. Changes in fair values and gains from disposal of financial assets measured at fair value through profit or loss are recorded within “Financial results, net” in the Consolidated Statement of Income and Other Comprehensive Income.
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Equity investments
All equity investments, which are neither subsidiaries nor associate companies nor joint ventures of the Group, are measured at fair value. Equity investments that are held for trading are measured at fair value through profit or loss. For all other equity investments, the Group can make an irrevocable election at initial recognition to recognize changes in fair value through other comprehensive income rather than profit or loss. The Group decided to recognize changes in fair value of equity investments through changes in profit or loss.
At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at fair value through profit or loss are expensed in the Consolidated Statement of Income and Other Comprehensive Income.
In general, the Group uses the transaction price to ascertain the fair value of a financial instrument on initial recognition. In the other cases, the Group records a gain or loss on initial recognition only if the fair value of the financial instrument can be supported by other comparable transactions observable in the market for the same type of instrument or if based on a technical valuation that only inputs observable market data. Unrecognized gains or losses on initial recognition of a financial asset are recognized later on, only to the extent they arise from a change in factors (including time) that market participants would consider upon setting the price.
Gains/losses on debt instruments measured at amortized cost and not identified for hedging purposes are charged to income where the financial assets are derecognized or an impairment loss is recognized, and during the amortization process under the effective interest method. The Group is required to reclassify all affected debt investments when and only when its business model for managing those assets changes.
The Group assesses at the end of each reporting period 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.
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 results, 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.
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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.
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.
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(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 and deferred income tax
Tax expense for the year comprises the charge for tax currently payable and deferred income. calculated in accordance with the regulations in force in the jurisdictions where the Group operates (Argentina, Brazil, Bolivia, Paraguay, Uruguay, United States, Bermuda, British Virgin Islands, the Netherlands, and Israel).
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.
The Group assesses the recoverability of deferred tax assets and records provisions for uncertain tax positions. Quantitative details are disclosed in Note 23.
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.
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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.
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.
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| · | 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.
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.
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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 recovery of expenses 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.
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. Such rights are initially recognized at cost (witch is the fair value of the land assigned as of the transaction date) and are not adjusted later, unless there is any sign of impairment.
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.
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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.
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, 2025 and 2024 that are disclosed for comparative purposes were restated in accordance with IAS 29, see Note 2.1.
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3. Significant judgments, key assumptions and estimates
Not all of these material 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 in relation to the assets’ fair value, less costs of disposal or value in use (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 11 – Trading properties Note 12 – Intangible assets |
Control, joint control or significant influence | The judgment consists of determining whether the Group’s interest in the investees gives it control, joint control or significant influence (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 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 14. | Note 14 – Biological assets |
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4. Acquisitions and disposals
Significant acquisitions and disposals for the fiscal year ended June 30, 2026 are detailed below.
Agricultural business
Sale of fraction of “Rio do Meio II” Farm – BrasilAgro
During the fiscal year,
Sale of fraction of “Los Pozos” Farm – CRESUD
On June 29, 2026, the
The
As of June 30, 2026, the Company collected as an advance payment on account of the sale price the first installment of USD 0.61 million, equivalent to ARS
Since control of the asset had not been transferred as of June 30, 2026, the land subject to the transaction remains recognized under "Property, plant and equipment" of these Consolidated Financial Statements, and no gain has been recognized. The amount collected was recorded as an advance from customers under "Trade and other payables" of these Consolidated Financial Statements.
Sale of fraction of “Marangatú” Farm – BrasilAgro
On March 17, 2026,
Of the
The remaining portion of the transaction corresponds to the sale of 549.33 hectares (301 productive hectares) for USD 0.9 million (ARS 1,326 million), which is subject to the fulfillment of certain suspensive conditions. Consequently, its effects have not been recognized in the consolidated financial statements as of June 30, 2026, and will be recorded once the applicable criteria are met.
The portion of the transaction for which the recognition criteria were met was recorded as a disposal of "Property, plant and equipment" of these Consolidated Financial Statements, with the recognition of a receivable of ARS
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Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria |
Urban property business and investments
Sale of lots and barter agreements – "Ramblas del Plata" – IRSA
On July 17, 2025, IRSA entered into an addendum to the sale agreement dated January 27, 2025, relating to “Ramblas del Plata”, providing for the substitution of one of the lots subject to that agreement. In consideration of the substitution, the buyer agreed to make an additional cash payment of USD
On November 7 and December 23, 2025, IRSA signed barter agreements for two lots, relating to “Ramblas del Plata”, for an approximately total amount of USD 11.8 million (equivalent to ARS
Additionally, on February 12 and February 26, 2026, IRSA signed barter agreements for two lots, for a total reference amount of approximately USD 11.3 million (equivalent to ARS 17,734 million), which will be paid to IRSA through a cash advance and functional units in the developments to be built on the lots.
Additionally, on June 24, 2026, IRSA entered into a barter agreement for one lot, relating to “Ramblas del Plata”, for a total amount of approximately USD 14.2 million (equivalent to ARS
The sale transaction was recorded as a transfer between the line item “Investment properties” and “Trading properties” of these Consolidated Financial Statements, and generated a gain of ARS
Acquisition of the Al Oeste Shopping - IRSA
On September 17, 2025, IRSA acquired the “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.
At the time of the acquisition, the shopping mall was operating below its potential, IRSA plans to reconvert it into an outlet center, to be relaunched under the name “Oeste Outlet” during the fiscal year ending June 30, 2027.
“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
This transaction was recorded as an addition of “Investment properties” for ARS
Sale of Land Plot Pilar – IRSA
On October 17, 2025, IRSA signed a sale agreement for a plot of land located in the Municipality of Pilar, Province of Buenos Aires, with a total surface area of approximately 609,343 sqm. The transaction price amounted to USD
This transaction was recorded as a disposal of “Investment properties” and generated a gain of ARS
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Property acquisition– IRSA
On October 30, 2025, IRSA acquired, through a judicial process, a property located on Av. Gaona, between Nazca and Terrada, in the Flores neighborhood of the Autonomous City of Buenos Aires.
The property, on a plot of land of 8,856 sqm, has an existing built area of approximately 17,000 sqm and potential for future expansion. The purchase price was USD
Córdoba Land Plot Barter Agreement – IRSA
On January 28, 2026, IRSA signed a barter agreement with a local developer for the transfer of a plot of land owned by IRSA, located in the City of Córdoba, adjacent to the Córdoba Shopping area, to be used for the development of a corporate office building. As consideration, IRSA will receive full ownership of an open-plan office floor of approximately 979 sqm, together with ancillary rights over parking spaces and an option to acquire additional space in the building. The reference value of the transaction amounts to approximately USD 2.4 million, equivalent to ARS
This barter agreement was recorded as a transfer between the line item “Investment properties” and “Trading properties” of these Consolidated Financial Statements.
Soleil – Lease agreement– IRSA
On February 9, 2026, IRSA signed a lease agreement for an area of approximately
The term of the lease, including automatic renewals, is
Corporate reorganization of We are appa S.A. into SHEFA INVESTMENTS– IRSA
During the last quarter of the fiscal year ended June 30,2026, the corporate reorganization of We are appa S.A. was completed, resulting in a single vehicle intended to foster and expand initiatives in the retail and technology sectors named SHEFA INVESTMENTS S.A.
As of the date of these consolidated financial statements, IRSA holds an
Additionally, as part of the reorganization, SHEFA INVESTMENTS obtained control of BoulderTech Ltd. through the acquisition of an additional ownership interest during 2026. Prior to such transaction, the Group held an equity interest in BoulderTech Ltd., which was accounted for as a financial asset amounting to ARS
As a result of obtaining control, the transaction was accounted for as a business combination in accordance with IFRS 3. On the acquisition date, the previously held interest was included as part of the consideration transferred in determining the value of the business combination, and its measurement did not give rise to any effect on profit or loss.
As of June 30,2026, the accounting for the business combination has been determined only on a provisional basis, as valuations of the identifiable intangible assets and the related deferred tax liability are still in progress, and all the information necessary to complete the purchase price allocation has not yet been obtained. Consequently, the amounts allocated to such assets, the related deferred tax liability and the resulting goodwill may be adjusted during the measurement period, which shall not exceed twelve months from the acquisition date. Any such adjustments will be recognized retrospectively in accordance with IFRS 3.
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Details of the consideration transferred are as follows:
Consideration for the acquisition |
| Fair value at the acquisition date |
| |
Previously held interest (financial asset) |
|
|
| |
Consideration transferred for the additional interest |
|
|
| |
Total acquisition consideration |
|
|
| |
At the acquisition date, identifiable net assets were provisionally recognized as follows:
|
| 06.30.2026 |
| |
Fair value of identifiable assets acquired and liabilities assumed: |
|
|
| |
Intangible assets |
|
|
| |
Trade payables and other liabilities |
|
| ( | ) |
Total identifiable net assets |
|
|
| |
Goodwill |
|
|
| |
Total consideration |
|
|
| |
Acquisition of “Los Gallegos” Shopping Mall – IRSA
On June 9, 2026, IRSA completed the acquisition of
As of June 30,2026, the accounting for the business combination has been determined only on a provisional basis, as the independent valuations of the identifiable intangible assets and the related deferred tax liability are still in progress, and not all the information required to complete the purchase price allocation has yet been obtained. Accordingly, the amounts allocated to such assets, the related deferred tax liability, and the resulting goodwill may be adjusted during the measurement period, which shall not exceed twelve months from the acquisition date. Any such adjustments will be recognized retrospectively in accordance with IFRS 3.
For practical purposes, the acquired companies were as from June 30, 2026. The results of the acquired companies for the period from June 10 to June 30, 2026 were not consolidated, as their effect was not material to these Consolidated Financial Statements.
At IRSA’s meeting held on September 17, 2026, its Board of Directors resolved to call a General Ordinary and Extraordinary Shareholders' Meeting to be held October 22, 2026, to consider a corporate reorganization aimed at enhancing the efficiency of their operating structure through the merger by absorption into IRSA of Tienda Los Gallegos S.A. and Los Gallegos Martínez Navarro y Cía. S.A. (the wholly owned subsidiaries acquired as part of the “Los Gallegos” shopping mall transaction).
Details of the consideration transferred are as follows:
Consideration for the acquisition |
| Fair value at the acquisition date |
| |
Cash paid during the fiscal year |
|
|
| |
Settlement through a decrease in investments in financial assets |
|
|
| |
Outstanding purchase price payable |
|
|
| |
Total acquisition consideration |
|
|
| |
At the acquisition date, identifiable net assets were provisionally recognized as follows:
|
| 06.30.2026 |
| |
Fair value of identifiable assets acquired and liabilities assumed: |
|
|
| |
Investment properties |
|
|
| |
Property, plant and equipment |
|
|
| |
Income tax credit |
|
|
| |
Trade and other receivables |
|
|
| |
Inventories |
|
|
| |
Borrowings |
|
| ( | ) |
Deferred income tax liabilities |
|
| ( | ) |
Trade and other payables |
|
| ( | ) |
Provisions |
|
| ( | ) |
Salaries and social security liabilities |
|
| ( | ) |
Cash and cash equivalents |
|
|
| |
Total identifiable net assets |
|
|
| |
Total consideration |
|
|
| |
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Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria |
Additionally, on June 8, 2026, IRSA entered into a purchase agreement for the acquisition of a functional unit of 823.77 m² adjacent to the shopping mall, for a total price of USD 1.3 million, equivalent to ARS
Zetol LTD Transaction – Boating Trust – IRSA
On June 24, 2026, Zetol LTD (“Zetol”), a subsidiary of Liveck L.T.D., transferred a plot of land to the Boating Trust, which was incorporated into the trust estate at an estimated value of approximately USD
The transaction generated a gain of ARS
5. Financial risk management and fair value estimates
The Group's activities expose it to a variety of financial risks: market risk (including foreign currency risk, interest rate risk, indexing risk due to specific clauses and other price risks), credit risk, liquidity risk and capital risk. Within the Group, risk management functions are conducted in relation to financial risks associated to financial instruments to which the Group is exposed during a certain period or as of a specific date.
The general risk management policies of the Group seek both to minimize adverse potential effects on the financial performance of the Group and to manage and control the financial risks effectively. The Group uses financial instruments to hedge certain risk exposures when deemed appropriate based on its internal management risk policies, as explained below.
The Group’s 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, composed of the CEO, the CFO, the compliance manager and certain directors and managers, which reviews and oversees management’s compliance with these policies, procedures and limits and has overall accountability for the identification and management of risk across the Group.
This section provides a description of the principal risks that could have a material adverse effect on the Group’s strategy, performance, results of operations and financial condition. The risks facing the businesses, set out below, do not appear in any particular order of potential materiality or probability of occurrence.
This sensitivity analysis provides only a limited, point-in-time view. The actual impact on the Group’s financial instruments may differ significantly from the impact shown in the sensitivity analysis.
(a) Market risk management
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 variables. 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.
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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. |
|
|
|
| 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 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.
As of June 30, 2026 and 2025, 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 foreign-currency future contracts, to manage its exposure to foreign currency risk. As of June 30, 2026 and 2025 the Group has future exchange contracts pending for 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, 2026 and 2025,
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.
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Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria |
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 Management. 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, 2026 and 2025.
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, 2026 and 2025 in the amount of ARS
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.
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The following tables show the outstanding positions for each type of derivative contract for the years ended June 30, 2026 and 2025:
|
| 06.30.2026 |
| |||||||||||||
Type of derivative contract |
| Tons |
|
| Premium paid or (collected) |
|
| Derivatives at fair value |
|
| Gain/ (loss) for valuation at fair value at year-end |
| ||||
Forward: |
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|
|
|
|
|
|
|
|
|
|
| ||||
Sales |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Corn |
|
|
|
|
|
|
|
| ( | ) |
|
|
| |||
Soybeans |
|
|
|
|
|
|
|
|
|
|
| ( | ) | |||
Wheat |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Livestock |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Cotton |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Ethanol |
|
|
|
|
|
|
|
|
|
|
| ( | ) | |||
Sugarcane |
|
|
|
|
|
|
|
| ( | ) |
|
|
| |||
Purchase |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Soybeans |
|
|
|
|
|
|
|
|
|
|
| ( | ) | |||
Options: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sale put |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corn |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Soybeans |
|
|
|
|
|
|
|
|
|
|
| ( | ) | |||
Wheat |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Purchase put |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corn |
|
|
|
|
| ( | ) |
|
|
|
|
|
| |||
Soybeans |
|
|
|
|
| ( | ) |
|
|
|
|
|
| |||
Wheat |
|
|
|
|
| ( | ) |
|
|
|
|
|
| |||
Sale call |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corn |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Soybeans |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Wheat |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Purchase call |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corn |
|
|
|
|
| ( | ) |
|
|
|
|
|
| |||
Soybeans |
|
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|
|
| ( | ) |
|
|
|
|
|
| |||
Ethanol |
|
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|
|
|
|
|
|
|
|
|
| ||||
Wheat |
|
|
|
|
| ( | ) |
|
|
|
|
|
| |||
Cotton |
|
|
|
|
|
|
|
|
|
|
| ( | ) | |||
Total |
|
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|
|
| ( | ) |
|
|
|
|
|
| |||
|
| 06.30.2025 |
| |||||||||||||
Type of derivative contract |
| Tons |
|
| Premium paid or (collected) |
|
| Derivatives at fair value |
|
| (Loss)/ gain for valuation at fair value at year-end |
| ||||
Forward: |
|
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|
|
|
|
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|
|
| ||||
Sales |
|
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|
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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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| ( | ) |
|
| ( | ) | ||
Cotton |
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| ( | ) |
|
|
| |||
Ethanol |
|
|
|
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|
|
|
|
|
|
| ( | ) | |||
Sugarcane |
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | ||
Purchase |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corn |
|
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|
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|
|
|
|
|
|
| ( | ) | |||
Soybeans |
|
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|
|
|
|
|
|
|
|
| ( | ) | |||
Wheat |
|
|
|
|
|
|
|
|
|
|
| ( | ) | |||
Options: |
|
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|
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|
|
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|
Sale put |
|
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|
|
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|
|
|
|
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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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|
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|
|
|
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|
|
Corn |
|
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|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) | |
Soybeans |
|
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|
|
| ( | ) |
|
|
|
|
|
| |||
Wheat |
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|
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| ( | ) |
|
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|
|
| |||
Cotton |
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|
|
|
|
|
|
| ( | ) | |||
Livestock |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Sale call |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corn |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Soybeans |
|
|
|
|
|
|
|
|
|
|
| ( | ) | |||
Wheat |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Purchase call |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corn |
|
|
|
|
| ( | ) |
|
|
|
|
|
| |||
Soybeans |
|
|
|
|
| ( | ) |
|
|
|
|
|
| |||
Ethanol |
|
|
|
|
|
|
|
|
|
|
| ( | ) | |||
Wheat |
|
|
|
|
| ( | ) |
|
|
|
|
|
| |||
Cotton |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Total |
|
|
|
|
|
|
|
| ( | ) |
|
|
| |||
| F-42 |
| Table of Contents |
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria |
As of June 30, 2026 and 2025, 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, 2026 and 2025 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, 2026 and 2025 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 associated with outstanding collections is managed on a country-by-country basis. Each local entity is responsible for managing and analyzing the credit risk.
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.
| F-43 |
| Table of Contents |
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria |
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, 2026 and 2025, respectively. Currently, the group has three supply agreements of sugarcane. One of them is with Atvos S.A. , the second one is with Raizen S.A. and the third 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, Raízen 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.
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.
| F-44 |
| Table of Contents |
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria |
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.
Agricultural business
|
| 06.30.2026 |
| |||||||||||||||||||||
|
| 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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
| 06.30.2025 |
| |||||||||||||||||||||
|
| 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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Urban properties and investments business
|
| 06.30.2026 |
| |||||||||||||||||||||
|
| 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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
| 06.30.2025 |
| |||||||||||||||||||||
|
| 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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
See Note 22 for a description of the commitments and restrictions related to loans.
(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.
| F-45 |
| Table of Contents |
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria |
Capital is managed so as to promote the long-term success of the business and to maintain sustainable returns for shareholders.
The Group seeks to manage its capital requirements to maximize value through the mix of debt and equity funding, while ensuring that Group entities continue to operate as going concerns, comply with applicable capital requirements and maintain strong credit ratings.
The Group assesses the adequacy of its capital requirements, cost of capital and gearing (i.e., debt/equity mix) as part of its broader strategic plan. The Group continuously reviews its capital structure to ensure that (i) sufficient funds and financing facilities are available to implement the Group’s property development and business acquisition strategies, (ii) adequate financing facilities for unforeseen contingencies are maintained, and (iii) distributions to shareholders are maintained within the Group’s dividend distribution policy. The Group also protects its equity in assets by obtaining appropriate insurance.
The Group’s strategy is to maintain key financing metrics (net debt to total equity ratio or gearing and debt ratio) in order to ensure that asset level performance is translated into enhanced returns for shareholders whilst maintaining an appropriate risk reward balance to accommodate changing financial and operating market cycles.
The following tables 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
|
| 06.30.2026 |
|
| 06.30.2025 |
| ||
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 held for sale, properties, plant and equipment and investment properties) plus equity attributable to shareholders of the controlling company. |
(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 the Group's 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:
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. |
| F-46 |
| Table of Contents |
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria |
| · | 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 La Arena S.A., La Rural S.A. and Buenos Aires Convention Center (Concession), SHEFA INVESTMENTS 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 these 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 (“CPF”) as well as total recovered costs, whether by way of expenses or other concepts included under financial results (for example default interest and other concepts). The CODM examines the net amount from these items (total surplus or deficit between building administration expenses and CPF and recoverable expenses). |
The asset categories reviewed by the CODM are: investment properties, property, plant and equipment, trading properties, inventories, 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.
Revenue from each reportable segment is derived from a large and diverse customer base and, therefore, is not concentrated in any single customer.
| F-47 |
| 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, 2026:
|
| 06.30.2026 |
| |||||||||||||||||||||||||
|
| 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 (loss) / 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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) | |||||
(Loss) / Profit from operations |
|
| ( | ) |
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
|
| |||
Share of profit of associates and joint ventures |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Segment (loss) / profit |
|
| ( | ) |
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
|
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reportable assets |
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
|
| ||||||
Reportable liabilities (*) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | |||||
Net reportable assets |
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) |
|
|
| |||||
| F-48 |
| 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 |
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) |
|
|
| |||||
| 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, 2024:
|
| 06.30.2024 |
| |||||||||||||||||||||||||
|
| 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 |
| |||||||
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, trade and other receivables, investment in financial assets, cash and cash equivalents and intangible assets net of investments in associates with negative equity which are included in provisions in the amount of ARS |
(*) | The CODM focuses its review on reportable assets. |
| F-50 |
| Table of Contents |
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria |
(i) Agriculture line of business
The following tables present the reportable segments of the agriculture line of business:
|
| 06.30.2026 |
| |||||||||||||||||
|
| 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 profit / (loss) of associates and joint ventures |
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
| ||||
Segment (loss) / profit |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
| ( | ) | |
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
|
| 06.30.2025 |
| |||||||||||||||||
|
| 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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
From all of the Group’s revenues corresponding to Agricultural Business, ARS
| F-51 |
| Table of Contents |
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria |
|
| 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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Other reportable assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Reportable assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
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, 2026, 2025 and 2024:
|
| 06.30.2026 |
| |||||||||||||||||||||
|
| Shopping Malls |
|
| Offices |
|
| Sales and developments |
|
| Hotels |
|
| Others |
|
| Total |
| ||||||
Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Costs |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Gross profit |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
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
| F-52 |
| Table of Contents |
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria |
|
| 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 |
|
|
|
|
| ( | ) |
|
| ( | ) |
|
|
|
|
| ( | ) |
|
|
| |||
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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
From all the revenues, ARS
| F-53 |
| Table of Contents |
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria |
7. Information about the main subsidiaries
The Group conducts its business through several operating subsidiaries and holdings.
|
| 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, 2026 |
| |||||||||||||||||||||||||
Subsidiaries with direct participation of Cresud |
| |||||||||||||||||||||||||||
IRSA |
|
| % |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Subsidiaries with indirect participation of Cresud | ||||||||||||||||||||||||||||
Brasilagro |
|
| % |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
|
| Year ended June 30, 2025 |
| |||||||||||||||||||||||||
Subsidiaries with direct participation of Cresud |
| |||||||||||||||||||||||||||
IRSA |
|
| % |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Subsidiaries with indirect participation of Cresud | ||||||||||||||||||||||||||||
Brasilagro |
|
| % |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
|
| 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, 2026 |
| |||||||||||||||||||||||||||||||||
Subsidiaries with direct participation of Cresud |
| |||||||||||||||||||||||||||||||||||
IRSA |
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) |
|
| ( | ) | |||||
Subsidiaries with indirect participation of Cresud | ||||||||||||||||||||||||||||||||||||
Brasilagro |
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) | ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Year ended June 30, 2025 | ||||||||||||||||||||||||||||||||||
Subsidiaries with direct participation of Cresud | ||||||||||||||||||||||||||||||||||||
IRSA |
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
| ( | ) | ||||||
Subsidiaries with indirect participation of Cresud | ||||||||||||||||||||||||||||||||||||
Brasilagro |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) | |||||
(1) Corresponds to the non-controlling interest held directly in each subsidiary.
Restrictions, commitments and other matters
In accordance with the Argentine General Companies Law No. 19,550 applicable to the Group’s operations, 5% of the profit for the year is allocated to the establishment of a legal reserve until reaching the maximum legal amount (20% of share capital). This legal reserve is not available for dividend distribution and may only be released to absorb losses. Some of the Group’s subsidiaries have not yet reached the legal limit of this reserve. Dividend distributions of the Group’s subsidiaries are made on the basis of their separate financial statements.
Arcos del Gourmet S.A. (“Arcos or AGSA”)
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. The agreement was judicially ratified on July 15, 2026.
| F-54 |
| 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, 2026 and 2025 were as follows:
|
| 06.30.2026 |
|
| 06.30.2025 |
| ||
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 ( |
| (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, 2026 and 2025, as well as the Group's share of the comprehensive results of these companies for the years ended on June 30, 2026, 2025 and 2024:
Name of the entity |
| % ownership interest |
|
| Value of Group's interest in equity |
|
| Group's interest in comprehensive income / (loss) |
| |||||||||||||||||||||||
|
| 06.30.2026 |
|
| 06.30.2025 |
|
| 06.30.2024 |
|
| 06.30.2026 |
|
| 06.30.2025 |
|
| 06.30.2026 |
|
| 06.30.2025 |
|
| 06.30.2024 |
| ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
New Lipstick |
|
| % |
|
| % |
|
| % |
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | ||||||
BHSA (1) |
|
| % |
|
| % |
|
| % |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
BACS |
|
| % |
|
| % |
|
| % |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Nuevo Puerto Santa Fe S.A. |
|
| % |
|
| % |
|
| % |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
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 |
|
|
| (*) |
| (*)
|
| ( | (*)
| ( |
| |||||
BHSA (1) |
|
|
| (**) |
| (**)
|
| (**)
|
|
| ||||||
BACS |
|
|
| (**) |
| (**)
|
| (**)
|
|
| ||||||
Nuevo Puerto Santa Fe S.A. |
|
|
|
|
|
|
|
|
|
| ||||||
La Rural S.A. |
|
|
| (**) | (**)
|
| (**)
|
|
| |||||||
Agrouranga S.A. |
|
|
|
|
|
|
|
|
|
| ||||||
| (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 |
| (*) | Amounts presented in millions of US dollars. |
| (**) | Includes the adjustments necessary to arrive at the balances under IFRS Accounting standards. |
| F-55 |
| Table of Contents |
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria |
La Rural S.A.
In December 2012, the National Executive Branch issued Decree No. 2552/12, which annulled a 1991 decree approving the sale of the Palermo Fairground property to the Argentine Rural Society (Sociedad Rural Argentina, “SRA”) and revoked the related purchase and sale agreement. The SRA filed for injunctive relief seeking to suspend the enforcement of Decree No. 2552/12 and the administrative actions arising therefrom. Such injunction was granted and remains in effect.
IRSA has not been formally notified of, nor is it a party to, the legal proceedings initiated by the SRA. Should the sale ultimately be declared null and void, the decision could affect assets related to the property.
The case remains in the evidentiary stage.
There are currently no indications that La Rural S.A.’s usufruct rights over the property may be affected. The Group will continue monitoring the progress of the proceedings in light of the existing legal uncertainty.
Set out below is summarized financial information of the associates and joint ventures considered material to the Group:
|
| Current assets |
|
| Non-current assets |
|
| Current liabilities |
|
| Non-current liabilities |
|
| Net assets |
|
| % of ownership interest held |
|
| Interest in associates / joint ventures |
|
| Goodwill and others |
|
| Book value |
| |||||||||
|
| As of June 30, 2026 |
| |||||||||||||||||||||||||||||||||
Associates |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
BHSA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| % |
|
|
|
|
| ( | ) |
|
|
| ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Joint ventures |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nuevo Puerto Santa Fe S.A. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| % |
|
|
|
|
|
|
|
|
| |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| As of June 30, 2025 | ||||||||||||||||||||||||||||||||||
Associates |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BHSA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| % |
|
|
|
|
| ( | ) |
|
|
| ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Joint ventures |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nuevo Puerto Santa Fe S.A. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| % |
|
|
|
|
|
|
|
|
| |||||||||
(i) The amount of net assets includes the non-controlling interest.
|
| Revenues |
|
| Net income/(loss) |
|
| Total comprehensive income/(loss) |
|
| Dividends distributed to non-controlling shareholders |
|
| Cash of operating activities |
|
| Cash of investment activities |
|
| Cash of financial activities |
|
| Net increase/(decrease) in cash and cash equivalents |
| ||||||||
|
| As of June 30, 2026 |
| |||||||||||||||||||||||||||||
Associates |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
BHSA |
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) | |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Joint ventures |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nuevo Puerto Santa Fe S.A. |
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) | ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 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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BHSA
BHSA is subject to certain restrictions on the distribution of dividends imposed by Central Bank of Argentina (“BCRA”) regulations.
The Group estimated that the value in use of its investment in BHSA as of June 30, 2026 amounted to ARS
| · | The Group considered a |
| · | Macroeconomic variables were projected based on internal data and information obtained from external consultants. |
| · | The discount rate applied to discount the expected real dividend cash flows was |
| · |
| F-56 |
| Table of Contents |
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria |
The estimated value in use exceeds the carrying amount of the investment and, therefore, no adjustment to the carrying value of the investment was required.
Puerto Retiro (joint venture)
Puerto Retiro owns a plot of land of
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 forfeiture 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 forfeiture, 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 forfeiture and remitted the proceedings to said court for a new resolution. On August 20, 2026, Oral Court No. 5 ordered: (i) the forfeiture of the property known as Tandanor SACIN Plant I; (ii) the restitution of the property to Tandanor SACIN (Sections 23, 29 and 30 of the Argentine Criminal Code); and (iii) the issuance of an official communication to the Assignment Office of the National Court of Civil Appeals so that it may assign the competent National First Instance Civil Court to hear the request for a declaration of the absolute nullity of the deed through which Puerto Retiro S.A. acquired the property known as “Plant I”. The decisions referred to in (i) and (ii) are consistent with the rulings previously issued by the Argentine Supreme Court and the Federal Court of Criminal Cassation and would not appear to be subject to appeal.
The civil court assigned pursuant to item (iii) above is National First Instance Civil Court No. 13, and the case is captioned: “BOFILL, ALEJANDRO ARTURO s/NULIDAD DE ESCRITURA/INSTRUMENTO” No. 069262/2026. The Group has not been notified of the commencement of such proceedings.
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 Consolidated 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, 2026 and 2025 were as follows:
|
| 06.30.2026 |
|
| 06.30.2025 |
| ||||||||||
|
| Level 2 |
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| Level 3 |
|
| 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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| ( | ) | |
Transfers |
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| ( | ) |
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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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| ( | ) |
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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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Balance incorporated by business combination (ii) |
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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). |
| (ii) | See Note 4 to these Consolidated Financial Statements. |
| F-57 |
| Table of Contents |
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria |
The following is the balance by type of investment property of the Group as of June 30, 2026 and 2025:
|
| 06.30.2026 |
|
| 06.30.2025 |
| ||
Leased out farmland |
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Offices and other rental properties |
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Shopping malls (i) |
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Undeveloped parcels of land |
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Properties under development |
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Others |
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Total |
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(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, 2026 and 2025 is as follows:
|
| 06.30.2026 |
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| 06.30.2025 |
| ||
Córdoba Shopping (i) |
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Total |
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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
The following amounts have been recognized in the Consolidated Statement of Income and Other Comprehensive Income:
|
| 06.30.2026 |
|
| 06.30.2025 |
|
| 06.30.2024 |
| |||
Revenues |
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Direct operating expenses |
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| ( | ) |
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| ( | ) |
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| ( | ) |
Development expenses |
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| ( | ) |
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| ( | ) |
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| ( | ) |
Net unrealized gain / (loss) from fair value adjustment of investment property (i) |
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| ( | ) | ||
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 details of contractual commitments related to investment properties.
Valuation processes
The Group’s investment properties were valued at each reporting date by independent professionally qualified appraisers who hold a recognized relevant professional qualification and have experience in the locations and segments of the investment properties appraised. For all investment properties, their current use equates to the highest and best use.
The Group has a team which reviews the appraisals performed by the independent appraisers (the “review teams”). The review teams: i) verify all major and important assumptions relevant to the appraisal in the valuation report from the independent appraisers; ii) assess property valuation movements compared to the valuation report from the prior period; and iii) hold 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 teams and the independent appraisers. The Board of Directors ultimately approves the fair value calculation for recording into the Financial Statements.
| F-58 |
| Table of Contents |
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria |
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”) through the new Urban Code enacted in November 2020 and effective as from February 2021, which modified approximately one third of the then current code; ii) new buildable potential; and iii) the consolidation of new sector paradigms driven by the pandemic, the general economic environment and the real estate market conditions, which render technically, legally or economically feasible residual or surplus buildable potential for alternative uses throughout the property portfolio. Additionally, the amendments introduced in the new Urban Planning Code of the Autonomous City of Buenos Aires (“CABA”), which became effective on January 1, 2025, were considered.
In this regard, shopping malls were the assets most affected by the aforementioned circumstances, taking into account the size of their plots and their unique and strategic locations, considering the existence of alternative potential realization markets.
The impact of the pandemic and the prolonged closure of shopping malls led to a reassessment of the possibility of mixed-use developments within the buildable potential of such shopping malls, seeking to create new centers of activity and enhance attractiveness, replacing the traditional role of anchor tenants.
Furthermore, the analysis of integration with their surroundings and the creation of open spaces resulted in a new allocation of value among existing square meters, leading to a change in the approach used to maximize the value of such surplus square meters.
This resulted in a reassessment of the value attributable to surplus square meters that were potentially marketable, which historically generated the highest returns, with a view to converting them to other complementary uses. The buildable potentials analyzed are located in unique and irreplaceable sites, with significant development potential, feasible execution prospects and highly attractive economic returns. This view remains unchanged as of the reporting date.
The buildable potentials identified in previous years and which remain in the current year relate to the following properties and are valued in accordance with the methodology established for the remaining Level 2 properties:
1. Patio Bullrich, CABA
2. Alto Palermo, CABA
3. Beruti 3345/47 (Corner of Coronel Díaz), CABA
4. Terrazas de Mayo (Province of Buenos Aires)
Valuation techniques used for the estimation of fair value of investment properties
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 in determining fair value.
For the Shopping Malls operated by the Group there is no liquid market for the sale and purchase of properties with these characteristics that can be taken as a reference of value. Likewise, 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 valuation methodology adopted by the Group for Shopping Malls is the discounted cash flow model (“DCF”), which allows the volatility of the Argentine economy, its correlation with Shopping Mall revenue streams and the inherent risk of the Argentine macroeconomic environment to be reflected. The DCF methodology contemplates the use of certain unobservable valuation assumptions, which are determined based on information and internal sources available as of each measurement date. These assumptions mainly include the following:
| F-59 |
| Table of Contents |
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria |
| · | Future projected income flows based on the current locations, type and quality of the properties, supported by the lease agreements executed by IRSA with its tenants. Since IRSA’s revenue arises from the higher of a Minimum Guaranteed Rent (“MGR”) and a percentage of tenants’ sales in each Shopping Mall, estimates of the evolution of GDP and inflation in the Argentine economy provided by an external consultant were considered in estimating the evolution of tenants’ sales, which have a high correlation with these macroeconomic variables. Such macroeconomic projections were benchmarked against projections prepared by the International Monetary Fund (“IMF”), the Organization for Economic Co-operation and Development (“OECD”) and the Market Expectations Survey (“REM”), which consists of a survey prepared by the Central Bank of the Argentine Republic (“BCRA”) addressed to local and foreign specialized analysts in order to systematically monitor the main short and medium-term macroeconomic forecasts for the Argentine economy. |
| · | Revenues generated by each Shopping Mall are assumed to grow in line with budget during the first fiscal year. Thereafter, they are projected to grow with the same elasticity in relation to projected GDP growth and inflation. The exception to this assumption is Distrito Arcos, which is projected with no growth due to the short remaining concession term. The specific characteristics and risks of each Shopping Mall are reflected through the use of each mall’s average historical EBITDA margin for the last three years. |
| · | Cash flows arising from future investments, expansions, enlargements or improvements to Shopping Malls were not considered. |
| · | Terminal value: a perpetuity calculated from the cash flow of year 10 for each Shopping Mall was considered. |
| · | Cash flows related to concessions were projected through the expiration date established in the corresponding concession agreement. |
| · | Given the prevailing inflationary environment and the volatility of certain macroeconomic variables, a long-term reference interest rate in Argentine Pesos is not available for discounting the projected cash flows of Shopping Malls. Consequently, projected cash flows were translated into U.S. Dollars using the future ARS/USD exchange rate curve provided by an external consultant, which was compared against REM projections and/or other market reports in order to assess its reasonableness. Finally, the dollar-denominated cash flows were discounted using a long-term U.S. Dollar rate, corresponding to the weighted average cost of capital (“WACC”) as of the valuation date. |
| · | The estimation of the WACC discount rate was determined according to the following components: |
a) United States Treasury risk-free rate;
b) United States market risk premium;
c) Industry beta or volatility, considering comparable companies from the United States, Brazil, Chile and Mexico, in order to capture market risk over the risk-free rate;
d) Argentine country risk considering the average yield spread of a representative group of corporate bonds issued by Argentine companies with a credit quality similar to that of the Company over 10-year U.S. Treasury bonds, rather than sovereign references, due to the historical defaults of Argentine public debt;
e) Cost of debt and capital structure. Both components were estimated based on IRSA market information. In particular, the cost of debt was estimated using observable yields from its corporate debt issuances; 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 Shopping Malls: one for discounting projected cash flows and another for the terminal value. The differences are detailed below:
| · | Discount rate for projected cash flows: considers the Company’s current capital structure. |
| · | Discount rate for terminal value: considers a normalized market capital structure based on comparable companies. |
The introduction of a normalized discount rate for the terminal value is based on the assumption that the relationship between debt and equity will tend to normalize over the long term.
For offices, other rental properties, land reserves and buildable potentials, valuation was determined using transactions involving comparable market assets, since the market for these assets in Argentina is liquid and provides observable market transactions that may be used as references. These values are adjusted to reflect differences in key attributes such as location, size, services, market negotiation conditions and, where applicable, the technical characteristics and maintenance condition of the property. The most significant input in the comparable market approach is the price per square meter derived from prevailing market supply and demand at each valuation date.
| F-60 |
| Table of Contents |
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria |
Since September 2019, the real estate market has experienced certain operational changes as a consequence of the implementation of foreign exchange regulations. Since then, strict foreign exchange controls have been in effect in Argentina, limiting, among other things, the purchase of foreign currency for the accumulation of external assets, prepayment of debt, acquisition of foreign currency to pay for imports, remittance of profits and dividends abroad and transfers of funds outside the country. However, as of April 2025, such foreign exchange controls have been almost entirely eliminated for individuals and reduced for the payment of imports, dividends generated from fiscal years beginning on or after January 1, 2025, and interest payments on financial debt with related parties.
As a consequence of these exchange regulations, purchases and sales of office buildings, other rental properties, land reserves and buildable potentials may be settled either in Argentine Pesos or in U.S. Dollars. Accordingly, the most likely scenario is that any sale of the aforementioned assets would be settled in Argentine Pesos at an implicit exchange rate higher than the official exchange rate. This is evidenced by transactions carried out by the Group both during the current fiscal year and in previous years. Therefore, as the situation described above remains in effect as of the issuance date of these Financial Statements, the Group has valued its office buildings, land reserves and buildable potentials in Argentine Pesos as of year-end considering such circumstances and using an implicit exchange rate higher than the official rate.
In certain situations, it is complex to reliably determine the fair value of properties under development. In assessing whether the fair value of a property under development can be measured reliably, Management considers, among others, the following factors:
| · | The provisions of the construction contract. |
| · | The stage of completion. |
| · | Whether the project/property is standard (typical for the market) or non-standard. |
| · | The reliability of cash inflows after completion. |
| · | Property-specific development risk. |
| · | Previous experience with similar developments. |
| · | Status of construction permits. |
| · | Feasibility of infrastructure connections. |
There were no changes in valuation techniques during the year.
The following tables present information regarding the fair value measurement of investment properties and the sensitivity to significant unobservable inputs (Level 3):
|
|
|
|
|
|
|
| 06.30.2026 (i) |
|
| 06.30.2025 (i) |
|
| 06.30.2024 (i) |
| |||||||||||||||
Description |
| Valuation technique |
| Parameters |
| Range fiscal year 2026 / 2025 / 2024 |
| Increase |
|
| Decrease |
|
| Increase |
|
| Decrease |
|
| Increase |
|
| Decrease |
| ||||||
|
|
|
|
|
|
|
|
| ||||||||||||||||||||||
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|
| Discount cash flows rate |
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| ( | ) |
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) |
|
|
| ||||
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|
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| Terminal value discount rate |
|
|
| ( | ) |
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) |
|
|
| ||||
Shopping Malls (Level 3) |
|
| Perpetual growth rate |
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|
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|
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| ( | ) |
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|
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| ( | ) |
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|
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| ( | ) | |||||
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|
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| Inflation |
| (*) |
|
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| ( | ) |
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| ( | ) |
|
|
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| ( | ) | |||
|
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| Devaluation |
| (*) |
|
| ( | ) |
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| ( | ) |
|
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|
|
| ( | ) |
|
|
| |||
(*) Fiscal year 2026:
Fiscal year 2025:
Fiscal year 2024:
(i) Considering an increase or decrease of: 100 points for the discount and growth rate in Argentina, 10% for the inflation and 10% for the devaluation.
| F-61 |
| Table of Contents |
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria |
10. Property, plant and equipment
Changes in the Group’s property, plant and equipment for the years ended June 30, 2026 and 2025 were as follows:
|
| Owner occupied farmland |
|
| Bearer plant (iii) |
|
| Buildings and facilities |
|
| Machinery and equipment |
|
| Others (i) |
|
| Total |
| ||||||
Balance as of June 30, 2024 |
|
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| ||||||
Cost |
|
|
|
|
|
|
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|
| ||||||
Accumulated depreciation |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Net book amount at June 30, 2024 |
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| ||||||
Additions |
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| ||||||
Disposals |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Currency translation adjustment |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
| ( | ) | |
Transfers |
|
|
|
|
| ( | ) |
|
| ( | ) |
|
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|
|
| ( | ) |
|
|
| |||
Incorporation by business combination (iv) |
|
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|
|
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|
|
| ||||||
Depreciation charge (ii) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Balance as of June 30, 2025 |
|
|
|
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|
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|
|
|
|
|
|
| ||||||
Cost |
|
|
|
|
|
|
|
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|
|
|
|
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|
|
|
| ||||||
Accumulated depreciation |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Net book amount at June 30, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Additions |
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Incorporation by business combination (v) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Disposals |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
| ( | ) |
|
| ( | ) | |
Currency translation adjustment |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Transfers |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Impairment (vi) |
|
| ( | ) |
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
| ( | ) | |||
Depreciation charges (ii) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Balance as of June 30, 2026 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Cost |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Accumulated depreciation |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Net book amount at June 30, 2026 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
(i) | Includes furniture and fixtures and vehicles. |
(ii) | Depreciation 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) | Corresponds to the acquisition of Nova Horizonte |
(v) | See Note 4 to these Consolidated Financial Statements. |
(vi) | Corresponds to the impairment recognized for La Suiza and La Adela, as their carrying amounts exceeded their market values. |
11. Trading properties
Changes in the Group’s trading properties for the fiscal years ended June 30, 2026 and 2025 were as follows:
|
| Completed properties |
|
| Properties under development (i) |
|
| Undeveloped sites |
|
| Total |
| ||||
As of June 30, 2024 |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Additions |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Currency translation adjustment |
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) | ||
Transfers |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Impairment |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
| ( | ) | |
Disposals |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
As of June 30, 2025 |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Additions |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Currency translation adjustment |
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) | ||
Transfers |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Impairment (ii) |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
| ( | ) | |
Disposals |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
As of June 30, 2026 |
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
| 06.30.2026 |
|
| 06.30.2025 |
| ||
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) | The Group compares the cost of its trading properties with their net realizable value on a quarterly basis. As of June 30, 2026, the inflation-adjusted cost of these assets amounted to ARS |
| F-62 |
| Table of Contents |
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria |
12. Intangible assets
Changes in the Group’s intangible assets for the years ended June 30, 2026 and 2025 were as follows:
|
| Goodwill |
|
| Information systems and software |
|
| Concession rights, trademarks and others |
|
| Total |
| ||||
Cost |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Accumulated amortization |
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) | |
Net book amount at June 30, 2024 |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Additions |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Disposals |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
| ( | ) | |
Transfers |
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | ||
Currency translation adjustment |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
| ( | ) | |
Amortization charges (i) |
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) | |
Balance as of June 30, 2025 |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Cost |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Accumulated amortization |
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) | |
Net book amount at June 30, 2025 |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Additions |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Disposals |
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) | ||
Incorporation by business combination (ii) |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Transfers |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Currency translation adjustment |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
| ( | ) | |
Amortization charges (i) |
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) | |
Balance as of June 30, 2026 |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Cost |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Accumulated amortization |
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) | |
Net book amount at June 30, 2026 |
|
|
|
|
|
|
|
|
|
|
|
| ||||
(i) | Amortization charge was recognized in the amount of ARS |
(ii) | See Note 4 to these Consolidated Financial Statements. |
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, 2026 and June 30, 2025:
|
| 06.30.2026 |
|
| 06.30.2025 |
| ||
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, 2026 and June 30, 2025, were as follows:
|
| 06.30.2026 |
|
| 06.30.2025 |
| ||
Beginning of the year |
|
|
|
|
|
| ||
Additions |
|
|
|
|
|
| ||
Incorporation by business combination (i) |
|
|
|
|
|
| ||
Disposals |
|
| ( | ) |
|
| ( | ) |
Depreciation charges |
|
| ( | ) |
|
| ( | ) |
Currency translation adjustment |
|
| ( | ) |
|
| ( | ) |
Remeasurement |
|
|
|
|
|
| ||
End of the year |
|
|
|
|
|
| ||
(i) | Correspond to the acquisition of Nova Horizonte |
Depreciation charge for rights of use is detailed below:
|
| 06.30.2026 |
|
| 06.30.2025 |
|
| 06.30.2024 |
| |||
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-63 |
| Table of Contents |
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria |
Other charges to income related to rights of use were as follows:
|
| 06.30.2026 |
|
| 06.30.2025 |
|
| 06.30.2024 |
| |||
Interest on lease liabilities |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
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, 2026 and June 30, 2025:
|
| 06.30.2026 |
|
| 06.30.2025 |
| ||
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, 2026 and 2025 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, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Non-current (Production) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Current (Consumable) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Balance as of June 30, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
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, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Non-current (Production) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Current (Consumable) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Balance as of June 30, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Purchases |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Transfers |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Initial recognition and changes in the fair value of biological assets (i) |
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) | ||||
Decrease due to harvest |
|
|
|
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
| ( | ) | ||||
Sales |
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
|
|
|
| ( | ) | ||||
Consumption |
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) | |||
Costs for the year |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Currency translation adjustment |
|
|
|
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
| ( | ) | ||||
Balance as of June 30, 2026 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Non-current (Production) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Current (Consumable) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Balance as of June 30, 2026 |
|
| 14,461 |
|
|
| 51,294 |
|
|
| 43,409 |
|
|
| 105,981 |
|
|
| 877 |
|
|
| 1,023 |
|
|
| 217,045 |
|
| (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.
| F-64 |
| Table of Contents |
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria |
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. Unobservable 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 |
| Discount Rate |
| Range |
Cattle (Level 2) |
| Comparable market prices |
|
| - |
| - | |
Sown land-crops (Level 3) |
| Discounted cash flows |
|
| Argentina: |
| Argentina | |
|
|
|
| Yields: | ||||
|
|
|
| Operating cost: | ||||
|
|
|
| Commercial cost: | ||||
|
|
|
| Future of sale prices: | ||||
|
|
| Brasil: |
| Brazil: | |||
|
|
|
| Yields: | ||||
|
|
|
| Operating cost: | ||||
|
|
|
| Future of sale prices: | ||||
Sugarcane fields (Level 3) |
| Discounted cash flows |
|
| Brasil: |
| Brazil: | |
|
|
|
| Yields: | ||||
|
|
|
| Operating cost: | ||||
|
|
|
| Future of sale prices: |
As of June 30, 2026 and 2025, the highest and best use of biological assets shall not significantly differ from the current use.
| F-65 |
| Table of Contents |
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria |
Capitalized cost of production as of June 30, 2026, 2025 and 2024 are as follows:
|
| 06.30.2026 |
|
| 06.30.2025 |
|
| 06.30.2024 |
| |||
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 |
|
|
|
|
|
|
|
|
| |||
Freights |
|
|
|
|
|
|
|
|
| |||
Travelling, library expenses and stationery |
|
|
|
|
|
|
|
|
| |||
Other expenses |
|
|
|
|
|
|
|
|
| |||
|
|
|
|
|
|
|
|
|
| |||
15. Inventories
Breakdown of Group’s inventories as of June 30, 2026 and 2025 are as follows:
|
| 06.30.2026 |
|
| 06.30.2025 |
| ||
Crops |
|
|
|
|
|
| ||
Materials and supplies |
|
|
|
|
|
| ||
Sugarcane |
|
|
|
|
|
| ||
Agricultural inventories |
|
|
|
|
|
| ||
Supplies for hotels |
|
|
|
|
|
| ||
Total inventories |
|
|
|
|
|
| ||
As of June 30, 2026 and 2025 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 measurement categories defined under IFRS 9 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 13 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 13. 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 they occur, or when there are changes in the prevailing circumstances requiring the transfer.
| F-66 |
| Table of Contents |
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria |
Financial assets and financial liabilities as of June 30, 2026 are as follows:
|
| Financial assets at amortized |
|
| Financial assets at fair value through profit or loss |
|
| Subtotal financial |
|
| Non-financial |
|
|
|
| |||||||||||||
|
| cost |
|
| Level 1 |
|
| Level 2 |
|
| Level 3 |
|
| assets |
|
| assets |
|
| Total |
| |||||||
June 30, 2026 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
- Bond futures |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
- Others |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Restricted assets (i) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Cash and cash equivalents (excluding bank overdrafts): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- Cash on hand and at bank |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
- Short-term investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Total assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
|
| Financial liabilities at amortized |
|
| Financial liabilities at fair value through profit or loss |
|
| Subtotal financial |
|
| Non-financial |
|
|
| ||||||
|
| cost |
|
| Level 1 |
|
| liabilities |
|
| liabilities |
|
| Total |
| |||||
June 30, 2026 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
- Others |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Lease liabilities (Note 13) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Total liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
| (i) | Correspond mainly to guarantee deposits required under certain financing agreements, which are required to remain restricted throughout the term of such obligations. |
Financial assets and financial liabilities as of June 30, 2025 were as follows:
|
| Financial assets at amortized |
|
| Financial assets at fair value through profit or loss |
|
| Subtotal financial |
|
| Non-financial |
|
|
| ||||||||||||||
|
| cost |
|
| Level 1 |
|
| Level 2 |
|
| Level 3 |
|
| assets |
|
| assets |
|
| Total |
| |||||||
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-67 |
| Table of Contents |
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria |
|
| Financial liabilities at amortized |
|
| Financial liabilities at fair value through profit or loss |
|
| Subtotal financial |
|
| Non-financial |
|
|
| ||||||
|
| cost |
|
| Level 1 |
|
| liabilities |
|
| liabilities |
|
| Total |
| |||||
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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
| (i) | Correspond mainly to guarantee deposits required under certain financing agreements, which are required to remain restricted throughout the term of such obligations. |
The following are details of the book value of financial instruments recognized, which were offset in the Consolidated Statement of Financial Position:
|
| 06.30.2026 |
|
| 06.30.2025 |
| ||||||||||||||||||
|
| 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, 2026 |
|
|
|
|
|
|
|
|
| |||
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 loss |
|
|
|
|
|
|
|
|
| |||
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) |
|
| ( | ) |
|
|
|
|
|
| ||
68 |
| 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, 2025 |
|
|
|
|
|
|
|
|
| |||
Interest income |
|
|
|
|
|
|
|
|
| |||
Other finance income |
|
|
|
|
|
|
|
|
| |||
Interest and allowances generated by operating assets |
|
|
|
|
|
|
|
|
| |||
Interest expenses |
|
| ( | ) |
|
|
|
|
| ( | ) | |
Lease liabilities interest |
|
| ( | ) |
|
|
|
|
| ( | ) | |
Foreign exchange, net |
|
|
|
|
|
|
|
| 37,491 |
| ||
Fair value gain on financial assets at fair value through profit or loss |
|
|
|
|
|
|
|
|
| |||
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, 2024 |
|
|
|
|
|
|
|
|
| |||
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 loss |
|
|
|
|
|
|
|
|
| |||
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) |
|
|
|
|
|
|
|
|
| |||
| (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, 2026 and 2025:
|
| Investments in financial assets - Others |
|
| Total |
| ||
Balances at June 30, 2024 |
|
|
|
|
|
| ||
Loss for the year (i) |
|
| ( | ) |
|
| ( | ) |
Balances at June 30, 2025 |
|
|
|
|
|
| ||
Gain for the year (i) |
|
|
|
|
|
| ||
Balances at June 30, 2026 |
|
|
|
|
|
| ||
| (i) | Included within “Financial results, net” in the Consolidated Statement of Income and Other Comprehensive Income |
During the fiscal years ended June 30, 2026 and 2025, 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 without dilution |
|
| Level 3 |
| - |
As of June 30, 2026, 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, 2026, 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.
| F-69 |
| Table of Contents |
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria |
17. Trade and other receivables
Group’s trade and other receivables as of June 30, 2026 and 2025 were as follows:
|
| 06.30.2026 |
|
| 06.30.2025 |
| ||
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 “Other operating results, net”. |
Book amounts of Group's trade and other receivables in foreign currencies are detailed in Note 34.
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:
|
| 06.30.2026 |
|
| 06.30.2025 |
| ||
Beginning of the year |
|
|
|
|
|
| ||
Additions (i) |
|
|
|
|
|
| ||
Recovery (i) |
|
| ( | ) |
|
| ( | ) |
Currency translation adjustment |
|
|
|
|
|
| ||
Business combination incorporation |
|
|
|
|
|
| ||
Used during the year |
|
| ( | ) |
|
| ( | ) |
Inflation adjustment |
|
| ( | ) |
|
| ( | ) |
End of the year |
|
|
|
|
|
| ||
| (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). |
| (ii) | See Note 4 to these Consolidated Financial Statements. |
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, 2026 and 2025 (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 06.30.2026 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| % | |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| % | |||||||
| F-70 |
| Table of Contents |
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria |
18. Cash flow information
Following is a detailed description of cash flows generated by the Group’s operations for the years ended June 30, 2026, 2025 and 2024:
|
| Note |
|
| 06.30.2026 |
|
| 06.30.2025 |
|
| 06.30.2024 |
| ||||
Profit for the year |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Adjustments for: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Income tax |
|
| 23 |
|
|
|
|
|
|
|
|
| ( | ) | ||
Amortization and depreciation |
|
| 27 |
|
|
|
|
|
|
|
|
|
| |||
(Gain) / loss from disposal of trading properties |
|
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) | |
(Gain) / loss from disposal of property, plant and equipment |
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
|
| |
Impairment of property, plant and equipment |
|
|
|
|
|
|
|
|
|
|
|
|
| |||
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 |
|
|
|
|
|
|
|
|
|
|
|
| ( | ) | ||
(Increase) / decrease in biological assets |
|
|
|
|
|
| ( | ) |
|
|
|
|
|
| ||
(Increase) / decrease in trade and other receivables |
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
|
| |
Decrease in trade and other payables |
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
(Decrease) / increase 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 |
|
|
|
|
|
|
|
|
|
|
|
|
| |||
The following table shows the balances recognized as part of the business combination:
|
| 06.30.2026 |
| |
Investment properties |
|
|
| |
Property, plant and equipment |
|
|
| |
Intangible assets |
|
|
| |
Income tax and MPIT credit |
|
|
| |
Trade and other receivables |
|
|
| |
Inventories |
|
|
| |
Borrowings |
|
| ( | ) |
Deferred income tax liabilities |
|
| ( | ) |
Trade and other payables |
|
| ( | ) |
Provisions |
|
| ( | ) |
Salaries and social security liabilities |
|
| ( | ) |
Net value of assets acquired that did not affect cash |
|
|
| |
Cash and cash equivalents |
|
|
| |
Goodwill |
|
|
| |
Net value of incorporated assets |
|
|
| |
Previously held interest (financial asset) |
|
| ( | ) |
Settlement through a decrease in investments in financial assets |
|
| ( | ) |
Seller Financed Amount |
|
| ( | ) |
Cash consideration paid |
|
|
| |
Cash and cash equivalents acquired |
|
| ( | ) |
Net outflow of cash and cash equivalents |
|
|
| |
| F-71 |
| 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, 2026, 2025 and 2024:
|
| 06.30.2026 |
|
| 06.30.2025 |
|
| 06.30.2024 |
| |||
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 |
|
|
|
|
|
|
|
|
| |||
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 |
|
|
|
|
|
|
|
|
| |||
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 |
|
|
|
|
|
|
|
|
| |||
Barter transaction investment properties |
|
|
|
|
|
|
|
|
| |||
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 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 through a decrease in trade and other payables |
|
|
|
|
|
|
|
|
| |||
Increase in investments in financial assets through an increase in non-controlling interests in subsidiaries |
|
|
|
|
|
|
|
|
| |||
Increase in derivative financial instruments through a decrease in equity |
|
|
|
|
|
|
|
|
| |||
Exercise of warrants |
|
|
|
|
|
|
|
|
| |||
Share-based payment reserve |
|
|
|
|
|
|
|
|
| |||
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
| F-72 |
| Table of Contents |
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria |
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) 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-73 |
| Table of Contents |
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria |
On October 30, 2025, the Ordinary and Extraordinary General Shareholders’ Meeting of CRESUD approved the subscription of an addendum to the warrant agreement originally entered into on February 24, 2021 and amended on September 17, 2021, within the framework of the capital increase authorized by the Argentine Securities Commission.
The addendum incorporates the possibility for option holders to exercise them without cash settlement (except for the payment of the nominal value of the shares), for the differential amount between the cash exercise price and the market value.
As a consequence of the incorporation of this new exercise modality, the options issued by the Company, which had been classified as equity instruments, were reclassified to financial instruments under liabilities prior to the opening of the last exercise period, since the settlement alternative, paying only the nominal value of the shares, implies the delivery of a variable number of shares depending on the market price of the share at the beginning of the exercise period. The reclassification was made at fair value, with the initial difference recognized in Share premium. As of the closing date of these consolidated financial statements, given the expiration of such warrants, no liabilities remained recorded.
Legal reserve
According to Law N° 19,550,
On October 30, 2025, the Ordinary and Extraordinary General Shareholders’ Meeting of CRESUD resolved the allocation of
Special reserve
On October 28, 2022, the Ordinary and Extraordinary General Shareholders’ Meeting established a special reserve which was subsequently released. On October 30, 2025, the Ordinary and Extraordinary General Shareholders’ Meeting approved the allocation of ARS
Dividends
On October 5, 2023, the Ordinary and Extraordinary Shareholders' Meeting of CRESUD approved 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
On October 30, 2025, the Ordinary and Extraordinary General Shareholders’ Meeting of CRESUD resolved the payment of dividends in the amount of ARS
On November 7, 2025, the Company distributed among the shareholders the cash dividend of ARS
| F-74 |
| Table of Contents |
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria |
Distribution of treasury shares
On October 5, 2023, the Ordinary and Extraordinary General Shareholders’ Meeting approved the distribution of a total of
On October 30, 2025, the Ordinary and Extraordinary General Shareholders’ Meeting of CRESUD resolved the distribution of up to
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, 2026 and 2025 were as follows:
|
| 06.30.2026 |
|
| 06.30.2025 |
| ||
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 |
|
|
|
|
|
| ||
Directors´ Fees |
|
|
|
|
|
| ||
Management fees |
|
|
|
|
|
| ||
Others |
|
|
|
|
|
| ||
Total other payables |
|
| 74,330 |
|
|
| 87,138 |
|
Total trade and other payables |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Non-current |
|
|
|
|
|
| ||
Current |
|
|
|
|
|
| ||
Total |
|
|
|
|
|
| ||
(*) Corresponds mainly to admission rights and rents collected in advance and advances from farmland sales, which will accrue in an average term of 3 to 5 years.
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).
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.
| F-75 |
| Table of Contents |
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria |
The following table show 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, 2024 |
|
|
|
|
|
|
|
|
| |||
Additions (i) |
|
|
|
|
|
|
|
|
| |||
Decreases (i) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Participation in the results |
|
|
|
|
|
|
|
|
| |||
Inflation adjustment |
|
| ( | ) |
|
|
|
|
| ( | ) | |
Currency translation adjustment |
|
|
|
|
|
|
|
|
| |||
Used during the year |
|
| ( | ) |
|
|
|
|
| ( | ) | |
As of June 30, 2025 |
|
|
|
|
|
|
|
|
| |||
Additions (i) |
|
|
|
|
|
|
|
|
| |||
Decreases (i) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Participation in the results |
|
|
|
|
|
|
|
|
| |||
Inflation adjustment |
|
| ( | ) |
|
|
|
|
| ( | ) | |
Incorporation by business combination (iv) |
|
|
|
|
|
|
|
|
| |||
Currency translation adjustment |
|
|
|
|
|
|
|
|
| |||
Used during the year |
|
| ( | ) |
|
|
|
|
| ( | ) | |
As of June 30, 2026 |
|
|
|
|
|
|
|
|
| |||
|
| 06.30.2026 |
|
| 06.30.2025 |
| ||
Non-current |
|
|
|
|
|
| ||
Current |
|
|
|
|
|
| ||
Total |
|
|
|
|
|
| ||
(i) | Additions and decreases are included in "Other operating results, net". |
(ii) | Corresponds to the equity interest in Puerto Retiro as of June 30, 2026, and in Puerto Retiro and Agrofy Global LLC as of June 30, 2025. Additions and decreases are included in "Share of profit of associates and joint ventures". |
(iii) | Includes the provision for the IDBD claim. |
(iv) | See Note 4 to these Consolidated Financial Statements. |
IDBD
The Group lost control of IDBD on 2020.
Subsequently, IDBD initiated legal actions against Dolphin Netherlands B.V. (“Dolphin BV”) and IRSA, claiming approximately NIS
The original claim was dismissed within the framework of IDBD’s insolvency proceedings, with the trustee reserving the right to file a new claim, which was subsequently filed against Dolphin BV and IRSA for the same amount, plus interest and costs.
As of today, IRSA and Dolphin BV have been notified and are exercising their defense. The proceeding is currently at the evidentiary stage, with documentation exchanged between the parties and hearings scheduled. The Court has rejected precautionary measures requested by the counterparty, and certain procedural matters have been resolved, with the case currently in progress.
The Court has suggested that the parties explore resolution alternatives through negotiation or mediation.
IRSA and Dolphin BV challenges the merits of the claim, both in relation to its standing as a defendant and regarding its substantive grounds. Nevertheless, based on the assessment of its legal advisors and in accordance with applicable accounting standards, the Group has recognized a provision related to this litigation.
As of the issuance date of these financial statements, the proceeding remains ongoing.
| F-76 |
| Table of Contents |
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria |
22 .Borrowings
The breakdown and the fair value of the Group's borrowings as of June 30, 2026 and 2025 was as follows:
|
| Book value |
|
| Fair value |
| ||||||||||
|
| 06.30.2026 |
|
| 06.30.2025 |
|
| 06.30.2026 |
|
| 06.30.2025 |
| ||||
Non-convertible notes |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Bank loans |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Bank overdrafts |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Others |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Total borrowings |
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-current |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
Current |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
As of June 30, 2026 and 2025, 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.
The maturity of the Group's borrowings is as follows:
|
| 06.30.2026 |
|
| 06.30.2025 |
| ||
|
|
|
|
|
|
| ||
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 reconciliation of borrowing during the years ended June 30, 2026 and 2025:
|
| 06.30.2026 |
|
| 06.30.2025 |
| ||
Balance at the beginning of the year |
|
|
|
|
|
| ||
Borrowings |
|
|
|
|
|
| ||
Payment of borrowings |
|
| ( | ) |
|
| ( | ) |
(Payment) / collection of short term loans, net |
|
|
|
|
| ( | ) | |
Incorporation by business combination (i) (ii) |
|
|
|
|
|
| ||
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) | As of June 30, 2026, see Note 4 to these Consolidated Financial Statements. The amount is presented net of consolidation adjustments. |
(ii) | As of June 30, 2025, it relates to the acquisition of Nova Horizonte. |
| F-77 |
| 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, 2026 and 2025:
|
| 06.30.2026 |
| |||||||||||||
|
| 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 |
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
| 06.30.2025 |
| |||||||||||||
|
| 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 |
|
|
|
|
|
|
|
|
|
|
|
| ||||
The following describes the debt issuances made by the Group for the years ended June 30, 2026, and 2025:
Entity |
| Class |
| Issuance / expansion date |
| Amount in original currency |
| Maturity date |
| Interest rate |
|
| Principal payment |
| Interest payment | ||
CRESUD |
|
|
| USD |
|
|
| % |
|
| |||||||
CRESUD |
|
|
| USD |
|
|
| % |
|
| |||||||
CRESUD |
|
|
| USD |
|
|
| % |
|
| |||||||
CRESUD |
|
|
| USD |
|
|
| % |
|
| |||||||
CRESUD |
|
|
| USD |
|
|
| % |
|
| |||||||
CRESUD |
|
|
| USD |
|
|
| % |
|
| |||||||
CRESUD |
|
|
| USD |
|
|
| % |
|
| |||||||
CRESUD |
|
|
| USD |
|
|
| % |
|
| |||||||
FyO |
|
|
| USD |
|
|
| % |
|
| |||||||
FyO |
|
|
| USD |
|
|
| % |
|
| |||||||
IRSA |
|
|
| USD |
|
|
| % |
|
| |||||||
IRSA |
|
|
| USD |
|
|
| % |
|
| |||||||
IRSA |
|
|
| USD |
|
|
| % |
|
| |||||||
IRSA |
|
|
| USD |
|
|
| % |
|
| |||||||
The following describes the debt issuances carried out by the Group during the year ended June 30, 2026:
| F-78 |
| Table of Contents |
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria |
Series XLVIII Notes – CRESUD
On July 11, 2025, the Company issued Series XLVIII Notes in the local market for the amount of USD
| · | Series XLVIII Notes denominated in dollars for an amount of USD 43.7 million at a fixed rate of 8.0%, with semiannual interest. The principal will be repaid in one installment on the maturity date, July 11, 2028. The issue price was 100% of the face value. |
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 denominated in dollars for an amount of USD 31.3 million, bearing interest at a fixed annual rate of 7.25%, payable semi-annually. The principal will be made in one installment, on the maturity date, September 2, 2027. The issue price was 100% of the nominal value. |
Series L Notes – CRESUD
On December 10, 2025, the Company issued the Series L Notes on the local market for a total amount of USD
Series L Additional and Series LI Notes – CRESUD
On January 20, 2026, the Company issued the Series L Additional Notes and Series LI Notes on the local market for USD
| · | Series L Additional Notes, denominated in dollars for an amount of USD |
|
|
|
| · | Series LI Notes |
Series LII and Series LIII Notes – CRESUD
On April 30, 2026, the Company issued the Series LII Notes and Series LIII Notes on the local market for USD
| · | Series LII Notes, denominated in dollars for an amount of USD |
|
|
|
| · | Series LIII Notes, denominated in dollars for an amount of USD |
Series IV Class A and B Notes – FyO
On January 20, 2026, FyO issued the Series IV Class A and B Notes on the local market for a total amount equivalent to USD 28 million. The main features of the issuance are detailed below:
| · | Series A Notes, denominated in dollars, for an amount of USD |
|
|
|
| · | Series B Notes, denominated in dollars, for an amount of USD |
| F-79 |
| Table of Contents |
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria |
Series XXIV Notes - IRSA
On December 17, 2025, IRSA issued in the international market the Series XXIV Additional Notes for a nominal amount of USD
The Series XXIV Additional Notes have terms and conditions identical to the original Series XXIV Notes issued on
The total nominal amount outstanding of the Series XXIV Notes amounts to USD
Series XXV Notes Issuance – IRSA
On June 8, 2026, IRSA issued Series XXV Notes in the local market for a total amount of USD
| · | The Series XXV Notes denominated in U.S. dollars for an amount of USD |
23. Taxes
The Group’s income tax has been calculated on the estimated taxable profit for each year at the rates prevailing in the respective tax jurisdictions. The subsidiaries of the Group in the jurisdictions where the Group operates are required to calculate their income taxes on a separate basis; thus, they are not permitted to compensate subsidiaries’ losses against subsidiaries income.
Income tax filing
IRSA Propiedades Comerciales S.A., in fiscal year 2021 (which was merged into IRSA Inversiones y Representaciones S.A.), and IRSA Inversiones y Representaciones S.A., in fiscal years 2022, 2023, 2024 and 2025, filed their income tax returns 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. |
| F-80 |
| Table of Contents |
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria |
Together with the aforementioned tax returns, IRSA 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 2026 was recorded.
It should also be noted that the deferred tax computation for the current fiscal year includes the legal option provided in Article 195 of the Income Tax Law, exercised in fiscal year 2024, which allowed one-third of the inflation adjustment for tax purposes to be recognized in that fiscal year and the remaining two-thirds to be allocated in equal parts over the two immediately following fiscal years, provided that certain investment requirements in fixed assets were met in those two fiscal years. For fiscal years 2024, 2025 and 2026, the investment requirement mentioned in the law has been duly met.
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, are as follows:
|
| 06.30.2026 |
|
| 06.30.2025 |
|
| 06.30.2024 |
| |||
Current income tax (i) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Deferred income tax |
|
|
|
|
|
|
|
|
| |||
Income tax (i) |
|
| ( | ) |
|
| ( | ) |
|
|
| |
(i) | Includes reversal of the income tax provision. See “Income tax filing”. |
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 |
| 0% - |
| |
Bermudas / British Virgin Islands / Cayman Islands |
|
| 0 | % |
Gibraltar |
|
| % | |
Netherlands |
| % | ||
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, 2026, 2025 and 2024:
|
| 06.30.2026 |
|
| 06.30.2025 |
|
| 06.30.2024 |
| |||
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 tax return (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, 2026, 2025 and 2024, the tax rate in the Argentine Republic was |
(ii) | Includes reversal of the income tax provision. See “Income tax filing”. |
| F-81 |
| Table of Contents |
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria |
Deferred tax assets and liabilities of the Group as of June 30, 2026 and 2025 will be recovered as follows:
|
| 06.30.2026 |
|
| 06.30.2025 |
| ||
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 settled after more than 12 months |
|
| ( | ) |
|
| ( | ) |
Deferred income tax liabilities to be settled 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, 2026 and 2025, without taking into consideration the offsetting of balances within the same tax jurisdiction, is as follows:
|
| At the beginning |
|
| Business combinations (i) |
|
| Currency translation adjustment |
|
| Charged to the Statement of Income |
|
| Revaluation surplus |
|
| At the end |
| ||||||
June 30, 2026 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Trade and other payables |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Tax loss carry-forwards |
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
|
| |||||
Trade and other receivables |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
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 |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | ||
|
| 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 |
|
| ( | ) |
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | ||
(i) See Note 4 to these Consolidated Financial Statements
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
| F-82 |
| Table of Contents |
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria |
As of June 30, 2026, the Group's recognized tax loss carry forward prescribed as follows:
Jurisdiction |
| 06.30.2026 |
|
| Date of generation |
| Due date | ||
Argentina |
|
|
|
| 2022 |
| 2027 | ||
Argentina |
|
|
|
| 2023 |
| 2028 | ||
Argentina |
|
|
|
| 2024 |
| 2029 | ||
Argentina |
|
|
|
| 2025 |
| 2030 | ||
Argentina |
|
|
|
| 2026 |
| 2031 | ||
Brazil |
|
|
|
| 2019-2026 |
| Do not expire | ||
Total cumulative tax loss carry-forwards |
|
|
|
|
|
|
| ||
The Company assesses the recoverability of deferred tax assets by considering the likelihood that some or all of such assets may not be realized. In making this assessment, the Company’s management considers the scheduled reversal of deferred tax liabilities, its business projections and tax planning strategies.
On this basis, as of June 30, 2026, the Company considers it probable that all recognized deferred tax assets and tax credits will be realized.
As of June 30, 2025, the Group did not recognize deferred income tax assets related to tax loss carryforwards amounting to ARS
24. Leases
The Group as lessee
Operating leases
In the ordinary course of business, the Group enters into several operating lease agreements. The 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, 2026, 2025 and 2024 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, 2026, 2025 and 2024 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:
|
| 06.30.2026 |
|
| 06.30.2025 |
|
| 06.30.2024 |
| |||
No later than 1 year |
|
|
|
|
|
|
|
|
| |||
Later than 1 year and not later than 5 years |
|
|
|
|
|
|
|
|
| |||
More than 5 years |
|
|
|
|
|
|
|
|
| |||
|
|
|
|
|
|
|
|
|
| |||
| F-83 |
| Table of Contents |
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria |
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 income is recorded in the consolidated statement of profit or loss and other comprehensive income under rental and service income in all periods presented.
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:
|
| 06.30.2026 |
|
| 06.30.2025 |
|
| 06.30.2024 |
| |||
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:
|
| 06.30.2026 |
|
| 06.30.2025 |
|
| 06.30.2024 |
| |||
No later than 1 year |
|
|
|
|
|
|
|
|
| |||
Later than 1 year and not later than 5 years |
|
|
|
|
|
|
|
|
| |||
|
|
|
|
|
|
|
|
|
| |||
25. Revenues
|
| 06.30.2026 |
|
| 06.30.2025 |
|
| 06.30.2024 |
| |||
Crops |
|
|
|
|
|
|
|
|
| |||
Sugarcane |
|
|
|
|
|
|
|
|
| |||
Cattle |
|
|
|
|
|
|
|
|
| |||
Supplies |
|
|
|
|
|
|
|
|
| |||
Consignment |
|
|
|
|
|
|
|
|
| |||
Advertising and brokerage fees |
|
|
|
|
|
|
|
|
| |||
Agricultural rental and other services |
|
|
|
|
| 18,478 |
|
|
|
| ||
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
|
| 06.30.2026 |
|
| 06.30.2025 |
|
| 06.30.2024 |
| |||
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 |
|
| 60,178 |
|
|
|
|
|
|
| ||
Cost of sales and services from sales and services from urban properties and investment business |
|
|
|
|
|
|
|
|
| |||
Total costs |
|
|
|
|
|
|
|
|
| |||
| F-84 |
| 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, 2026, 2025 and 2024.
|
| 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 06.30.2026 |
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
| 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 (i) |
|
|
|
|
|
|
|
|
|
|
|
| ||||
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 |
|
|
|
|
|
|
|
|
|
|
| 2,187 |
| |||
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 |
|
|
|
|
|
|
|
|
|
|
| 61,167 |
| |||
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-85 |
| Table of Contents |
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria |
28. Other operating results, net
|
| 06.30.2026 |
|
| 06.30.2025 |
|
| 06.30.2024 |
| |||
Gain from commodity derivative financial instruments |
|
|
|
|
|
|
|
|
| |||
Gain from sale of property, plant and equipment |
|
|
|
|
|
|
|
| ( | ) | ||
Charge of impairment of trading properties |
|
| ( | ) |
|
| ( | ) |
|
|
| |
Impairment of property, plant and equipment |
|
| ( | ) |
|
|
|
|
|
| ||
Gain 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 |
|
| ( | ) |
|
| ( | ) |
|
|
| |
29. Financial results, net
|
| 06.30.2026 |
|
| 06.30.2025 |
|
| 06.30.2024 |
| |||
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 from derivative financial instruments (except commodities) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Others |
|
| - |
|
|
| ( | ) |
|
| ( | ) |
Total other financial results |
|
|
|
|
|
|
|
|
| |||
Inflation adjustment |
|
|
|
|
|
|
|
| ( | ) | ||
Total financial results, net |
|
|
|
|
|
|
|
|
| |||
30. Earnings per share
The following is a reconciliation between the weighted average number of ordinary shares outstanding and the diluted weighted average number of ordinary shares considered for the calculation of 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.
|
| 06.30.2026 |
|
| 06.30.2025 |
|
| 06.30.2024 |
| |||
Profit for the year attributable to equity holders of the parent |
|
|
|
|
|
|
|
|
| |||
Weighted average number of common shares outstanding |
|
|
|
|
|
|
|
|
| |||
Basic earnings per share |
|
|
|
|
|
|
|
|
| |||
(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.
|
| 06.30.2026 |
|
| 06.30.2025 |
|
| 06.30.2024 |
| |||
Profit for the year per share attributable to equity holders of the parent |
|
|
|
|
|
|
|
|
| |||
Weighted average number of common shares outstanding |
|
|
|
|
|
|
|
|
| |||
Diluted earnings per share |
|
|
|
|
|
|
|
|
| |||
| F-86 |
| Table of Contents |
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:
|
| 06.30.2026 |
|
| 06.30.2025 |
|
| 06.30.2024 |
| |||
Weighted average number of shares outstanding |
|
|
|
|
|
|
|
|
| |||
Concepts that affect dilution (i) |
|
| - |
|
|
|
|
|
|
| ||
Weighted average number of common shares diluted |
|
|
|
|
|
|
|
|
| |||
(i) Potential ordinary shares arising from the Group's share-based incentive plans (Note 31) have been included in the calculation of diluted earnings per share; their effect is not significant.
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 voting rights are exercised by the trust holding ownership of the assigned shares.
Additionally, on October 28, 2024, the General Shareholders’ Meeting of IRSA authorized the Board of Directors to implement an incentive plan aimed at promoting equity ownership among key employees and directors, for a maximum number of shares equivalent to 1.00% of the issued share capital.
Within this framework, the Board of Directors of IRSA approved the regulations governing the grant of such shares, which, among other provisions, include a service condition and vesting in three equal tranches of one-third each: the first upon formal acceptance of the invitation, and the second and third in January 2027 and January 2028, respectively. The Board of Directors may establish different plans each year until all authorized shares have been allocated.
The benefits granted are subject to clawback, reduction, or cancellation in the event of fraud, breach of confidentiality or compliance obligations, unfair competition, or violation of the Company's Code of Ethics. Once transferred, the shares are freely transferable by the beneficiary, subject to the blackout periods established by the Company and/or the relevant regulatory authorities.
The first beneficiaries were granted in late March 2026, which constitutes the grant date. The plan is settled through the delivery of treasury shares held through the IRSA LTI Trust. The fair value, estimated based on the market price of the shares at the grant date, amounted to ARS 2,241.67 per share. The expense is recognized separately for each tranche: the first tranche was fully recognized in profit or loss during the year, while the remaining tranches are recognized over the vesting periods ending in January 2027 and January 2028.
The evolution of the shares allocated to the plan’s beneficiaries and not yet delivered during fiscal years 2026, 2025 and 2024 is as follows:
|
| 06.30.2026 |
|
| 06.30.2025 |
|
| 06.30.2024 |
| |||
At the beginning |
|
|
|
|
|
|
|
|
| |||
Additions |
|
|
|
|
| - |
|
|
| - |
| |
Distributed to beneficiaries |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
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
| F-87 |
| Table of Contents |
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria |
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
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 BrasilAgro during the vesting 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 BrasilAgro.
Shares are granted if participants remain with BrasilAgro until the end of the vesting period of the concesión and meet certain KPIs. The appreciation 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 fall within one of 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, farmland sales and fundraising.
As part of BrasilAgro's ongoing 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 three year vesting period. 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 on such revisions and their effects are recognized prospectively. As of June 30, 2026,
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, 2026, the accumulated expenses under the Plan amounted to BRL
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.
| F-88 |
| Table of Contents |
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria |
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 |
|
|
| |||
Diego Chillado Biaus |
|
|
| |||
Matías I. Gaivironsky |
|
|
|
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, 2026 amounts to ARS 342.
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 semi-annual review and evaluation of the criteria used in the process of performing corporate services, as well as the distribution bases and supporting documentation used in the aforementioned process, by performing a semi-annual review and issuing the related report.
It should be noted that the agreement 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.
| F-89 |
| Table of Contents |
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria |
Offices and Shopping malls spaces leases
The offices of the Company’s 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, the Company’s president, and to Hamonet S.A., a company controlled by Fernando A. Elsztain, one of the Company’s 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 Cresud 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
The Group and its 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.
Sale of advertising space in media
The Group and its related parties frequently enter into agreements with third parties whereby the Group 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.
| F-90 |
| Table of Contents |
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria |
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 interest 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, IRSA has entered into agreements with BHSA, which provides collection services for its shopping malls.
San Bernardo lease
The lease was agreed for 10,896 hectares and the price was set at the amount of pesos equivalent to 1.25 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. In addition, a variable purchase price was agreed, payable only if the Farm generates a positive net margin, equivalent to 50% of the Farm’s net margin, with the fixed purchase price previously paid being deducted at the time of payment.
Consulting Agreement
In accordance with the terms of the Consulting Agreement, in force as from November 7, 1994, and its amendments, CAMSA provides the Company 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 the Company 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 the 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 the Company pays CAMSA an annual fee equal to 10% of its annual net income after tax from its separate statement of income. During the years ended as of June 30, 2026, 2025 and 2024, ARS (
The Consulting Agreement can be revoked by any of the parties upon prior written notice that should not exceed 60 days. If the Company revoke the Consulting Agreement without cause, it will be liable to pay CAMSA twice the average fee amounts paid for management services during the two fiscal years preceding such revocation.
The following is a summary presentation of the balances with related parties as of June 30, 2026 and 2025:
Item |
| 06.30.2026 |
|
| 06.30.2025 |
| ||
Trade and other receivables |
|
|
|
|
|
| ||
Investments in financial assets |
|
|
|
|
|
| ||
Trade and other payables |
|
| ( | ) |
|
| ( | ) |
Borrowings |
|
|
|
|
| ( | ) | |
Total |
|
|
|
|
|
| ||
| F-91 |
| Table of Contents |
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria |
Related party |
| 06.30.2026 |
|
| 06.30.2025 |
|
| Description of transaction |
| Item | |||
New Lipstick |
|
|
|
|
|
|
| Sale, leases and services receivables |
| Trade and other receivables | |||
Comparaencasa Ltd. |
|
|
|
|
|
|
| Other investments |
| Investments in financial assets | |||
|
|
|
|
|
|
|
| Loans granted |
| Trade and other receivables | |||
Banco Hipotecario S.A. |
|
|
|
|
|
|
| Sale, leases and services receivables |
| Trade and other receivables | |||
|
|
|
|
|
|
|
| Dividends receivable |
| 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 | |
Yad Levim LTD |
|
|
|
|
|
|
| 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 |
|
|
|
|
|
|
|
|
|
| |||
Directors and Senior Management |
|
| ( | ) |
|
| ( | ) |
| Fees for services received |
| Trade and other payables | |
Total Directors and Senior Management |
|
| ( | ) |
|
| ( | ) |
|
|
|
| |
Total |
|
|
|
|
|
|
|
|
|
| |||
(i) | Includes Avenida Compras S.A., Avenida Inc., BHN Vida S.A., Puerto Retiro 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, 2026, 2025 and 2024:
Related party |
| 06.30.2026 |
|
| 06.30.2025 |
|
| 06.30.2024 |
|
| Description of transaction | ||||
BHN Vida S.A. |
|
|
|
|
|
|
|
| ( | ) |
| Leases and/or rights of use | |||
BHN Seguros Generales S.A. |
|
|
|
|
|
|
|
| ( | ) |
| Leases and/or rights of use | |||
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 (ii) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
| Fees and remunerations | |
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. |
(ii) | See Note 27 to these Consolidated Financial Statements. |
| F-92 |
| Table of Contents |
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria |
The following is a summary of the transactions with related parties for the years ended June 30, 2026 and 2025:
Related party |
| 06.30.2026 |
|
| 06.30.2025 |
|
| Description of transaction | |||
Puerto Retiro |
|
|
|
|
| ( | ) |
| Irrevocable contributions | ||
Agrofy Global LLC |
|
| ( | ) |
|
|
|
| Irrevocable contributions | ||
Total irrevocable contributions |
|
| ( | ) |
|
| ( | ) |
|
| |
Agro-Uranga S.A. |
|
|
|
|
|
|
| Dividends received | |||
BHSA |
|
|
|
|
|
|
| Dividends received | |||
Cyrsa S.A. |
|
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| Dividends received | |||
Viflor |
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|
|
| Dividends received | |||
Nuevo Puerto Santa Fe S.A. |
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| Dividends received | |||
La Rural S.A. |
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|
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|
| Dividends received | |||
Total dividends received |
|
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|
| |||
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) |
|
| 06.30.2026 |
|
| 06.30.2025 |
|
| 06.30.2024 |
| |||||
Inventories at the beginning of the year |
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| |||||
Initial recognition and changes in the fair value of biological assets and agricultural products at the point of harvest |
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| ( | ) | ||||
Changes in the net realizable value of agricultural products after harvest |
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| |||||
Currency translation adjustment |
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| ( | ) |
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| ( | ) | |||
Transfers |
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| |||||
Impairment |
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| ( | ) |
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| ( | ) |
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| ( | ) |
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| |
Harvest |
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Acquisitions and classifications |
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Consume |
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| ( | ) |
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| ( | ) |
|
| ( | ) |
|
| ( | ) | |
Incorporation by business combination (iii) |
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| |||||
Inventories at the end of the year |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Cost for the year ended 06.30.2026 |
|
|
|
|
|
|
|
|
|
|
| - |
|
|
| - |
| |||
Cost for the year ended 06.30.2025 |
|
|
|
|
|
|
|
| - |
|
|
|
|
|
| - |
| |||
Cost for the year ended 06.30.2024 |
|
|
|
|
|
|
|
| - |
|
|
| - |
|
|
|
| |||
(i) | Includes biological assets (see Note 14) |
(ii) | Includes trading properties (see Note 11) |
(iii) | Corresponds to inventories acquired as part of a business combination. See Note 4 to these Consolidated Financial Statements. |
| F-93 |
| Table of Contents |
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria |
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) |
|
| 06.30.2026 |
|
| 06.30.2025 |
| ||||
Assets |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Trade and other receivables |
|
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|
|
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|
|
|
|
|
| ||||
US Dollar |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Euros |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Trade and other receivables related parties |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
US Dollar |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Total Trade and other receivables |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
Investment in financial assets |
|
|
|
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|
|
|
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|
|
|
|
|
|
|
|
US Dollar |
|
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|
|
|
|
|
|
|
|
|
| ||||
New Israel Shekel |
|
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|
|
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|
|
|
|
| ||||
Pounds |
|
|
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|
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|
|
|
| ||||
Investment in financial assets related parties |
|
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|
|
US Dollar |
|
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|
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|
|
|
|
|
|
| ||||
Total Investment in financial assets |
|
|
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| ||
Derivative financial instruments |
|
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|
|
|
|
|
|
|
|
US Dollar |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Total Derivative financial instruments |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
Cash and cash equivalents |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
US Dollar |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Chilenean pesos |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Euros |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Guaraníes |
|
|
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|
|
|
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|
|
|
|
| ||||
Brazilian Reais |
|
|
|
|
|
|
|
|
|
|
|
| ||||
New Israel Shekel |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Pounds |
|
|
|
|
|
|
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|
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|
|
| ||||
Uruguayan pesos |
|
|
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|
|
|
|
|
|
|
|
| ||||
Total Cash and cash equivalents |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
Total Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade and other payables |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
US Dollar |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Uruguayan pesos |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Euros |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Trade and other payables related parties |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
US Dollar |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Bolivian pesos |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Total Trade and other payables |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
Lease liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
US Dollar |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Total Lease liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
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, 2026 according to Banco Nación Argentina and Central Bank of the Argentine Republic records. |
F-94 |
| 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 – Equity investment |
| 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
Exercise of Warrants – CRESUD
During the year ended June 30, 2026, certain warrant holders exercised their right to acquire additional shares. As a result, USD
Dividend Payment – BrasilAgro
On October 22, 2025, General Ordinary and Extraordinary Shareholders’ Meeting, BrasilAgro approved the payment of dividends for a total amount of BRL
Dividend Payment – FYO
On February 26, 2026, General Extraordinary Shareholders’ Meeting, FyO approved the payment of dividends for a total amount of USD
General Ordinary and Extraordinary Shareholders’ Meeting - IRSA
On October 30, 2025, the General Ordinary and Extraordinary Shareholders’ Meeting of IRSA was held, where it was resolved: (i) the allocation of 5% of the restated fiscal year result, that is, the sum of ARS
On November 4, 2025, IRSA made available to shareholders the cash dividend of ARS
Additionally, the subscription of an addendum to the warrant agreement originally entered on April 29, 2021 and amended on September 17, 2021 was approved, within the framework of the capital increase authorized by the CNV.
The addendum introduces the possibility for option holders to exercise them without paying cash (except for the payment of the nominal value of the shares) for the differential amount between the cash exercise price and the market value.
As a result of the introduction of this new exercise mechanism, the warrants issued by IRSA, which had previously been classified as equity instruments, have been reclassified as financial instruments within liabilities, since the settlement alternative, requiring only the payment of the nominal value of the shares, involves the delivery of a variable number of shares depending on the market price of the shares at the beginning of the exercise period. This reclassification was made at fair value, with the initial difference recognized within Share Premium.
Exercise warrants – IRSA
During the year ended June 30, 2026, certain warrant holders exercised their right to purchase additional shares. For this reason, USD
| F-95 |
| Table of Contents |
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria |
Banco Hipotecario S.A. – Cash dividend payment
On March 30, 2026, the Ordinary and Extraordinary General Shareholders’ Meeting of Banco Hipotecario S.A. approved the payment of a dividend of ARS
Dividend Payments – La Rural S.A. – IRSA
At the General Ordinary Shareholders’ Meeting held on December 18, 2025, La Rural S.A. approved the payment of ordinary dividends in the amount of ARS
At the General Ordinary Shareholders’ Meeting held on April 24, 2026, La Rural S.A. approved the payment of preferred dividends in the amount of ARS
Dividend Payments – Nuevo Puerto Santa Fe S.A.– IRSA
At the Unanimous Ordinary General Shareholders' Meeting held on September 17, 2025, Nuevo Puerto Santa Fe S.A. approved the distribution of ordinary dividends amounting to ARS
Additionally, the same Shareholders' Meeting approved the distribution of an additional dividend, payable in cash and/or in kind, amounting to ARS
37. Subsequent events
Additional Series LIII Notes – CRESUD
On August 31, 2026, the Company issued Additional Series LIII Notes in the local market for a principal amount of USD
Redemption of Series XLIV Notes – CRESUD
On July 8, 2026, the Company announced its decision to exercise the early redemption option for all outstanding Series XLIV Notes due January 17, 2027, with an aggregate principal amount of USD
| F-96 |
| Table of Contents |
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria |
Redemption of Series XLIX Notes - CRESUD
On August 28, 2026, the Company announced its decision to exercise the early redemption option for all outstanding Series XLIX Notes due September 2, 2027, with an aggregate principal amount of USD
Barter Agreement - “Ramblas del Plata” Lot - IRSA
On July 30, 2026,
On August 31, 2026,
Acquisition of Real Estate Properties - IRSA
During the fiscal year and subsequent to year-end, IRSA made advance payments for the acquisition of real estate properties totaling USD
General Ordinary and Extraordinary Shareholders’ Meeting - CRESUD
On September 17, 2026, the Company informed that its Board of Directors has resolved to call a General Ordinary and Extraordinary Shareholders’ Meeting to be held on October 22, 2026, to address, among other topics, the following:
- Consideration of the financial result for the fiscal year ended June 30, 2026, amounting a profit of ARS
General Ordinary and Extraordinary Shareholders’ Meeting - IRSA
On September 17, 2026, IRSA informed that its Board of Directors has resolved to call a General Ordinary and Extraordinary Shareholders’ Meeting to be held on October 22, 2026, to address, among other topics, the following:
- Consideration of the financial result for the fiscal year ended June 30, 2026, amounting a profit of ARS
- Consideration of the merger by absorption of Tienda Los Gallegos S.A. (“Tienda los Gallegos”) and Los Gallegos Martínez Navarro y CÍA. S.A. (“Los Gallegos”) with IRSA Inversiones y Representaciones Sociedad Anónima, and approval of the separate and consolidated merger statements of financial position prepared for such purpose. Consideration of the prior merger agreement for the merger by absorption. Authorizations and delegations and appointment of a representative to execute the final agreement and complete the other required filings and procedures.
Related Party Transaction - IRSA
On September 22, 2026, IRSA announced that its Board of Directors had approved an investment of up to USD 4 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 the Company. As of the date of these Consolidated Financial Statements, neither the IRSA nor its subsidiaries have made any additional contributions to the fund, whether in cash or in kind.
Repurchase of Series XXV Notes - IRSA
On October 15, 2026, IRSA repurchased its Series XXV Notes, issued on June 8, 2026, for an aggregate principal amount of USD 9 million. The repurchased Series XXV Notes represent 18.0% of the total outstanding principal amount of such series. The repurchase was made at a price equivalent to 100.68% of the principal amount.
| F-97 |