United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT
OF 1934
For the month of December 2025
Commission File Number 001-13542
IRSA Inversiones y Representaciones Sociedad
Anónima
(Exact
name of registrant as specified in its charter)
IRSA Investments and Representations Inc.
(Translation
of registrant’s name into English)
Carlos Della Paolera 261
(C1001ADA) Ciudad Autónoma de Buenos Aires,
Argentina
(Address
of principal executive office)
Indicate by check
mark whether the registrant files or will file annual reports under
cover of Form 20-F or Form 40-F. Form 20-F ☒ Form 40-F ☐
Indicate by check
mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(1): ____
Note: Regulation S-T Rule 101(b)(1) only
permits the submission in paper of a Form 6-K if submitted solely
to provide an attached Form 6-K to security holders.
Indicate by check
mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(7): ____
Note: Regulation S-T Rule 101(b)(7) only
permits the submission in paper of a Form 6-K if submitted to
furnish a report or other document that the registrant foreign
private issuer must furnish and make public under the laws of the
jurisdiction in which the registrant is incorporated, domiciled or
legally organized (the registrant’s “home
country”), or under the rules of the home country exchange on
which the registrant’s securities are traded, as long as the
report or other document is not a press release, is not required to
be and has not been distributed to the registrant’s security
holders, and, if discussing a material event, has already been the
subject of a Form 6-K submission or other Commission filing on
EDGAR.
TABLE
OF CONTENTS
|
|
Page
|
|
Explanatory Note
|
1
|
|
Disclaimer on Forward-Looking
Statements
|
2
|
|
Selected Consolidated Financial
Information
|
4
|
|
Information on the Company
|
7
|
|
Operating and Financial Review and
Prospects
|
25
|
|
Index of Exhibits
|
51
|
|
Signatures
|
52
|
TABLE OF CONTENTS
EXPLANATORY
NOTE
IRSA
Inversiones y Representaciones Sociedad Anónima
(“IRSA,” the “Company,” “we,”
“our” or “us”) is filing this report on
Form 6-K (this “Form 6-K”) pursuant to Financial
Reporting Manual of the U.S. Securities and Exchange Commission
(“SEC”), Rule 6220.6, which requires that if financial
information reporting revenues and income for an annual or interim
period more current than otherwise required by Item 8 of Form 20-F
is made available to shareholders, exchanges, or others in any
jurisdiction, that information should be included in a registration
statement. Pursuant to such rule, we are filing as Exhibit 99.1 to
this Form 6-K our unaudited condensed interim consolidated
financial statements as of September 30, 2025 and for the
three-month periods ended September 30, 2025 and 2024. Our audited
consolidated financial statements as of June 30, 2025 and 2024 and
for the fiscal years ended June 30, 2025, 2024 and 2023
(the “Audited Consolidated
Financial Statements”), as filed with our annual
report on Form 20-F filed with the SEC on October 24, 2025 (the
“Annual Report”), have not been further restated as of
the measuring unit current as of September 30, 2025, pursuant to
SEC Financial Reporting Manual, Rule 6720.5, which provides that if
interim financial information more current than otherwise required
by SEC rules is included in a registration statement solely to
comply with Instruction 3 to Item 8.A.5 of Form 20-F, it is not
required that prior periods be restated. This Form 6-K should be
read in conjunction with our Annual Report.
TABLE OF CONTENTS
DISCLAIMER ON FORWARD-LOOKING STATEMENTS
This
report on Form 6-K contains 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, Latin America, other developed and/or
emerging markets;
●
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;
●
changes in foreign
exchange regulations and exchange control measures implemented by
the Argentine Central Bank and the Argentine
government;
●
changes in capital
markets in general that may affect policies or attitudes toward
lending to or investing in Argentina, including volatility in
domestic and international financial markets;
●
inflation and
interest rates;
●
fluctuations and
decreases in exchange rates relative to the Argentine Peso,
Brazilian real, and U.S. dollar against other currencies, as well
as fluctuations in prevailing interest rates in
Argentina;
●
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;
●
current and future
regulations and changes in law or in the interpretation by
courts;
●
price fluctuations
and the overall state of the real estate market;
●
political, civil
and armed conflicts;
●
risks related to
climate change;
●
impact of the
spread and variants of infectious diseases, including COVID-19, on
our business;
●
adverse legal or
regulatory disputes or proceedings;
●
fluctuations in the
aggregate principal amount of Argentine public debt outstanding and
any default on Argentina’s sovereign debt;
●
the impact on the
negotiation with the International Monetary Fund
(“IMF”) and the restructuring of Argentina's sovereign
debt with the IMF;
TABLE OF
CONTENTS
●
governmental
intervention in the private sector and in the economy, including
through nationalization, expropriation, labor regulation, or other
acts;
●
increased
competition in the shopping mall sector, office or other commercial
properties and related industries;
●
our ability to
retain key members of our senior management, and our relationship
with our employees;
●
potential loss of
significant tenants at our shopping malls, offices or other
commercial properties;
●
our ability to take
advantage of opportunities in the real estate market on a timely
basis;
●
restrictions on
energy supply or fluctuations in prices of utilities in the
Argentine market;
●
our ability to meet
our debt obligations;
●
shifts in consumer
purchasing habits and trends;
●
technological
changes and our potential inability to implement new
technologies;
●
threats of
cybersecurity breaches;
●
deterioration of
regional, national or global businesses and economic
conditions;
●
the integration of
any acquisitions and the failure to realize expected
synergies;
●
an increase and/or
creation of taxes;
●
changes in current
regulations related to urban and commercial leases;
●
incidents of
government corruption that adversely impact the development of our
real estate projects; and
●
the risk factors
discussed under “Risk Factors” in our Annual
Report.
Forward-looking
statements refer only to the date of this report on Form 6-K, 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.
TABLE OF CONTENTS
SELECTED
CONSOLIDATED FINANCIAL INFORMATION
The following table presents our selected
financial information as of September 30, 2025 and June 30, 2025
and for the three-month periods ended September 30, 2025 and 2024.
The selected interim consolidated statement of income and other
comprehensive income data and the selected interim consolidated
statement of cash flow data for the three-month periods ended
September 30, 2025 and 2024 and the selected interim consolidated
statement of financial position data as of September 30, 2025 have
been prepared in accordance with IAS 34, Interim Financial
Reporting (“IAS
34”), as issued by the IASB and have been derived from
our unaudited condensed interim
consolidated financial statements as of September 30, 2025 and for
the three-month periods ended September 30, 2025 and 2024 (our
“Q1 Unaudited Condensed Interim Consolidated Financial
Statements”) included as an exhibit to this Form 6-K. The
results of our operations for the three-month periods ended
September 30, 2025 are not necessarily indicative of the results
expected for the full fiscal year ending June 30,
2026.
Our
Q1 Unaudited Condensed Interim Consolidated Financial Statements
and the selected financial information set forth below is presented
in the measuring unit current at the end of the reporting period as
of September 30, 2025 (the most recent period for which financial
statements were included in this Form 6-K).
You
should read the information below in conjunction with our Q1
Unaudited Condensed Interim Consolidated Financial Statements,
including the notes thereto.
Summarized Consolidated Financial and Other
Information
|
|
For the three-month period ended
September 30,
|
|
|
|
|
|
|
|
(in millions of USD) (i)
(ii)
|
|
|
CONSOLIDATED STATEMENT OF INCOME AND OTHER COMPREHENSIVE
INCOME
|
|
|
|
|
Revenues
|
94
|
129,259
|
118,414
|
|
Costs
|
(36)
|
(49,903)
|
(42,766)
|
|
Gross profit
|
58
|
79,356
|
75,648
|
|
Net
gain / (loss) from fair value adjustment of investment
properties
|
160
|
219,935
|
(297,111)
|
|
General
and administrative expenses
|
(12)
|
(16,307)
|
(14,631)
|
|
Selling
expenses
|
(5)
|
(6,295)
|
(5,731)
|
|
Other
operating results, net
|
(2)
|
(2,417)
|
(5,331)
|
|
Profit / (loss) from operations
|
199
|
274,272
|
(247,156)
|
|
Share
of (loss) / profit of associates and joint ventures
|
(3)
|
(3,927)
|
10,754
|
|
Profit / (Loss) before financial results and income
tax
|
196
|
270,345
|
(236,402)
|
|
Finance
income
|
2
|
2,910
|
951
|
|
Finance
costs
|
(15)
|
(19,228)
|
(15,341)
|
|
Other
financial results
|
(7)
|
(11,703)
|
28,580
|
|
Inflation
adjustment
|
3
|
4,067
|
5,592
|
|
Financial results, net
|
(17)
|
(23,954)
|
19,782
|
|
Profit / (loss) before income tax
|
179
|
246,391
|
(216,620)
|
|
Income
tax expense
|
(61)
|
(82,953)
|
72,958
|
|
Profit / (loss) for the period
|
118
|
163,438
|
(143,662)
|
|
|
|
|
|
|
Profit / (loss) for the period attributable to:
|
|
|
|
|
Equity
holders of the parent
|
111
|
153,846
|
(139,197)
|
|
Non-controlling
interest
|
7
|
9,592
|
(4,465)
|
|
|
|
|
|
|
Total comprehensive profit / (loss) attributable to:
|
|
|
|
|
Equity
holders of the parent
|
110
|
152,200
|
(139,572)
|
|
Non-controlling
interest
|
7
|
9,795
|
(4,745)
|
|
|
|
|
|
|
Other comprehensive income loss:
|
|
|
|
|
Items that may be reclassified subsequently to profit or
loss:
|
|
|
|
|
Currency
translation adjustment and other comprehensive loss from
subsidiaries and associates
|
(1)
|
(1,443)
|
(655)
|
|
Total other comprehensive loss for the period
|
(1)
|
(1,443)
|
(655)
|
|
Total comprehensive income / (loss) for the period
|
117
|
161,995
|
(144,317)
|
TABLE OF
CONTENTS
|
|
For the three-month period ended September 30
|
|
|
|
|
|
|
CASH FLOW DATA
|
(in millions of USD) (i)
(ii)
|
|
|
Net
cash generated from operating activities
|
60
|
82,248
|
62,993
|
|
Net
cash used in investing activities
|
(84)
|
(115,350)
|
(27,198)
|
|
Net
cash used in financing activities
|
(44)
|
(61,166)
|
(36,379)
|
|
Cash
and cash equivalents at the beginning of the period
|
136
|
187,373
|
41,807
|
|
Cash
and cash equivalents at end of the period
|
67
|
92,343
|
39,847
|
|
Net
decrease in cash and cash equivalents
|
(68)
|
(94,268)
|
(584)
|
|
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
|
|
|
|
|
ASSETS
|
|
|
|
|
Non-current assets
|
(in millions of USD) (i)
(ii)
|
|
|
Investment
properties
|
1,972
|
2,720,845
|
2,484,603
|
|
Property,
plant and equipment
|
41
|
57,109
|
57,319
|
|
Trading
properties
|
102
|
140,930
|
132,164
|
|
Intangible
assets
|
14
|
19,452
|
19,211
|
|
Investment
in associates and joint ventures
|
133
|
182,870
|
188,840
|
|
Deferred
income tax assets
|
5
|
7,218
|
7,333
|
|
Income
tax credit
|
—
|
58
|
61
|
|
Right-of-use
assets
|
9
|
12,141
|
12,594
|
|
Trade
and other receivables
|
32
|
44,283
|
34,965
|
|
Investments
in financial assets
|
27
|
37,138
|
29,208
|
|
Total non-current assets
|
2,335
|
3,222,044
|
2,966,298
|
|
Current Assets
|
|
|
|
|
Trading
properties
|
26
|
35,621
|
37,825
|
|
Inventories
|
1
|
1,353
|
1,294
|
|
Income
tax credit
|
—
|
442
|
373
|
|
Trade
and other receivables
|
99
|
137,161
|
137,742
|
|
Investments
in financial assets
|
241
|
332,855
|
231,821
|
|
Derivative
financial instruments
|
1
|
1,304
|
—
|
|
Cash
and cash equivalents
|
67
|
92,343
|
187,373
|
|
Total Current Assets
|
435
|
601,079
|
596,428
|
|
TOTAL ASSETS
|
2,770
|
3,823,123
|
3,562,726
|
|
SHAREHOLDERS’ EQUITY
|
|
|
|
|
Shareholders' equity attributable to equity holders of the
parent
|
|
|
|
|
Share
capital
|
6
|
7,639
|
7,533
|
|
Treasury
stock
|
—
|
92
|
92
|
|
Inflation
adjustment of share capital and treasury stock
|
352
|
485,611
|
485,611
|
|
Warrants
|
17
|
23,238
|
26,307
|
|
Share
premium
|
526
|
727,849
|
720,687
|
|
Additional
paid-in capital from treasury stock
|
(49)
|
(67,779)
|
(67,842)
|
|
Legal
reserve
|
51
|
70,826
|
70,826
|
|
Special
reserve
|
199
|
274,016
|
274,016
|
|
Other
reserves
|
(72)
|
(99,862)
|
(98,153)
|
|
Retained
earnings
|
295
|
406,742
|
252,896
|
|
Total capital and reserves attributable to equity holders of the
parent
|
1,325
|
1,828,372
|
1,671,973
|
|
Non-controlling
interest
|
77
|
106,626
|
99,784
|
|
TOTAL SHAREHOLDERS’ EQUITY
|
1,402
|
1,934,998
|
1,771,757
|
|
LIABILITIES
|
|
|
|
|
Non-current liabilities
|
|
|
|
|
Borrowings
|
425
|
586,379
|
540,218
|
|
Lease
liabilities
|
2
|
3,371
|
3,463
|
|
Deferred
income tax liabilities
|
614
|
847,250
|
789,434
|
|
Trade
and other payables
|
49
|
67,610
|
64,581
|
|
Income
tax liabilities
|
17
|
23,458
|
—
|
|
Provisions
|
32
|
44,318
|
34,091
|
|
Salaries
and social security liabilities
|
—
|
126
|
130
|
|
Total non-current liabilities
|
1,139
|
1,572,512
|
1,431,917
|
|
Current liabilities
|
|
|
|
|
Borrowings
|
76
|
104,618
|
145,533
|
|
Lease
liabilities
|
4
|
5,374
|
5,462
|
|
Trade
and other payables
|
96
|
132,854
|
128,108
|
|
Income
tax liabilities
|
39
|
53,510
|
58,948
|
|
Provisions
|
3
|
4,588
|
5,496
|
|
Derivative
financial instruments
|
—
|
—
|
52
|
|
Salaries
and social security liabilities
|
11
|
14,669
|
15,453
|
|
Total current liabilities
|
229
|
315,613
|
359,052
|
|
TOTAL LIABILITIES
|
1,368
|
1,888,125
|
1,790,969
|
|
TOTAL SHAREHOLDERS’ EQUITY AND LIABILITIES
|
2,770
|
3,823,123
|
3,562,726
|
TABLE OF
CONTENTS
|
|
For the three-month period ended September 30
|
|
|
|
|
|
|
OTHER FINANCIAL DATA
|
(in millions of USD, except
number of common shares) (i) (ii)
|
(in millions of ARS, except number of common shares)
|
|
Basic net income / (loss) per common share
(1)
|
0.15
|
204.04
|
(192.26)
|
|
Diluted net income / (loss) per common
share (2)
|
0.14
|
188.31
|
(192.26)
|
|
Basic net income / (loss) per GDS (1)
(3)
|
1.48
|
2,040.40
|
(1,922.60)
|
|
Diluted net income / (loss) per GDS (2)
(3)
|
1.36
|
1,883.10
|
(1,922.60)
|
|
Basic
weighted – average number of common shares
|
753,916,489
|
753,916,489
|
724,389,602
|
|
Diluted weighted – average number of common
shares (4)
|
817,052,012
|
817,052,012
|
840,357,689
|
|
Depreciation
and amortization
|
2
|
2,811
|
2,612
|
|
Capital
expenditure
|
18
|
24,824
|
23,982
|
|
Number
of common shares outstanding
|
763,895,293
|
763,895,293
|
711,949,511
|
|
Capital
Stock
|
7,731
|
7,731
|
7,469
|
|
Profitability (8)
|
0.09
|
0.09
|
(0.09)
|
|
|
|
|
|
|
|
(in millions of USD) (i) (ii)
|
(in millions of ARS, except ratios)
|
|
Working
capital
|
207
|
285,466
|
237,376
|
|
Ratio of current assets to current
liabilities (5)
|
1.90
|
1.90
|
1.66
|
|
Ratio of shareholders’ equity to total
liabilities (6)
|
1.02
|
1.02
|
0.99
|
|
Ratio of non-current assets to total assets
(7)
|
0.84
|
0.84
|
0.83
|
(i)
Totals may not sum due to rounding.
(ii)
Solely for the convenience of the reader we have translated peso
amounts into U.S. dollars at the seller exchange rate quoted by
Banco de la Nación Argentina as of September 30, 2025, which
was ARS 1,380.00 per USD 1.00. We make no representation that the
peso or U.S. dollar amounts actually represent, could have been or
could be converted into U.S. dollars at the rates indicated, at any
particular rate or at all. See “Local Exchange Market and
Exchange Rates.” Totals may not sum due to
rounding.
(1)
Basic net income per share is calculated by dividing the net income
available to holders of common shares for the period / year by the
weighted average number of shares outstanding during the period /
year.
(2)
Diluted net income per share is calculated by dividing the net
income for the year by the weighted average number of ordinary
shares including treasury shares.
(3)
Determined by multiplying the amounts per share by ten (one GDS is
equal to ten common shares).
(4)
Considering the exercise of all outstanding warrants to purchase
our ordinary shares.
(5)
Calculated as the ratio of Current Assets / Current
Liabilities.
(6)
Calculated as the ratio of Equity / Total Liabilities.
(7)
Calculated as the ratio of Non-Current Assets / Total
Assets.
(8)
Calculated as the ratio of Profit / (loss) for the period / Average
Shareholders’ equity ((initial balance plus ending balance) divided by 2).
TABLE OF CONTENTS
INFORMATION
ON THE COMPANY
History and Development of the Company
General Information
Our
legal and commercial name is IRSA Inversiones y Representaciones
Sociedad Anónima. We were incorporated and organized on April
30, 1943, under Argentine law as a stock corporation (sociedad anónima), and we were
registered with the Public Registry of Commerce of the City of
Buenos Aires (Inspección
General de Justicia or “IGJ”) on June 23,
1943, under number 284, on page 291, book 46 of volume A. Pursuant
to our bylaws, our term of duration expires on April 5, 2043.
Our common shares are listed and traded on
the Bolsas y Mercados Argentinos (“ByMA”) and our GDSs
representing our common shares are listed on the New York Stock
Exchange (“NYSE”). Our headquarters are located at
Carlos M. Della Paolera 261, 9th Floor, Ciudad
Autónoma de Buenos Aires (C1001ADA), Argentina. Our telephone
is +54 (11) 4323-7400. Our website is www.irsa.com.ar. Information
contained in or accessible through our website is not a part of
this Form 6-K. We assume no responsibility for the information
contained on these sites.
Our
depositary agent for the GDSs in the United States is The Bank of
New York Mellon whose address is 240 Greenwich Street, New York, NY
10286, and whose telephone numbers are +1-888-BNY-ADRS
(+1-888-269-2377) for U.S. calls and +1-201-680-6825 for calls
outside U.S.
History
IRSA
Inversiones y Representaciones Sociedad Anónima, which was
founded in 1943, is one of Argentina’s leading real estate
companies and the only Argentine real estate company whose shares
are listed both on ByMA and on the NYSE.
Since
1994, our main subsidiary was
IRSA CP. During our fiscal year ended June 30, 2022, we underwent a
reorganization process pursuant to which IRSA CP merged into IRSA,
by way of absorption by IRSA of IRSA CP, and IRSA assumed, by
universal succession, all of the assets and liabilities and succeed
to all of the rights and obligations of IRSA CP with an effective
date as of July 1, 2021. The merger of IRSA CP with IRSA as
surviving corporation was duly registered by the corresponding
Argentine control authorities on April 27, 2022.
Shopping Malls
We are
engaged in the acquisition, development and management of shopping
malls. Since 1996, we have expanded our real estate activities
in the shopping mall segment, through
the acquisition and development of shopping
malls.
On
September 17, 2025, we completed the acquisition of the “Al
Oeste” shopping mall through the signing of the acquisition
deed and the transfer of operations. This property is located at
the intersection of Luis Güemes and Presidente Perón
Avenues, in the town of Haedo, Morón district, west of Greater
Buenos Aires. The shopping mall is currently underutilized in terms
of occupancy and commercial activity, and within the framework of
the 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 next
year. The “Al Oeste” shopping mall 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.
As of
September 30, 2025, we owned 17 shopping malls in Argentina: Alto
Palermo, Abasto Shopping, Alto Avellaneda, Alcorta Shopping, Patio
Bullrich, Dot Baires Shopping, Soleil Premium Outlet, Distrito
Arcos, Terrazas de Mayo, Alto NOA Shopping, Alto Rosario Shopping, Mendoza Plaza
Shopping, Córdoba Shopping Villa Cabrera, La Ribera Shopping,
Alto Comahue Shopping, Al Oeste Shopping and Patio Olmos (operated
by a third party), totaling 370,801 sqm (excluding the “Al
Oeste” shopping mall that we recently acquired).
TABLE OF CONTENTS
Offices
We own,
develop and manage office buildings
throughout Argentina.
During
2005, attractive prospects in office business led us to initiate
the investment in this segment, through the acquisition of premium
buildings.
In 2007, through Panamerican Mall S.A.
(“PAMSA”), we started the construction of one of our
most important projects called “Polo Dot,” a shopping
mall, an office building and different plots of land to develop
three additional buildings. This project is located in the Saavedra
neighborhood, at the intersection of General Paz Avenue and the
Panamerican Highway. First, the shopping mall Dot Baires was
developed and opened in May 2009 and then the office building was
opened in July 2010, which marked the beginning of our operations
in the growing corridor of rental offices located in the North Zone
of Buenos Aires. In addition, on June 5, 2017, we reported the
acquisition of the historic Philips Building, adjacent to the Dot
Baires Shopping Mall, located in the Saavedra neighborhood in the
City of Buenos Aires. It has 4 office floors, a total GLA of
approximately 8,017 sqm which has a remaining construction capacity
of approximately 20,000 sqm. Likewise, through PAMSA, we developed
the Zetta building, A+, which was inaugurated in May 2019, it has
11 office floors with a profitable area of 32,173 sqm, fully leased
at the opening date, and obtained the LEED Gold Core & Shell
certification.
On
April 29, 2021, we concluded the construction and inaugurated a new
office development in Buenos Aires, named “261 Della
Paolera”, a AAA-rated office building located in Catalinas, a
premium corporate area in Argentina. This 30-story building has a
total GLA of 35,000 sqm, 318 parking spaces, services and amenities
and obtained the LEED Gold Core & Shell certification. As of
September 30, 2025, we own 3,740 sqm. The building is equipped with
the latest technology and designed to
promote an agile and collaborative working
environment.
As of September 30, 2025, we owned a
participation interest in five office buildings of rental office
properties totaling 58,074 sqm of GLA.
Hotels
In
1997, we entered the hotel market through the acquisition of a 50%
interest in the Llao Llao Hotel in Bariloche Province of Rio Negro
and 76.3% in the Intercontinental Hotel in the City of Buenos
Aires. In 1998, we also acquired Libertador Hotel in the City of
Buenos Aires and subsequently sold a 20% interest in it to an
affiliate of Sheraton Hotels, and during the fiscal year 2019, we
re-acquired the 20% interest to obtain 100% of the capital of
Hoteles Argentinos S.A.U and began to operate the hotel directly
under the name “Libertador.”
Sales and developments
Since
1996, we have also expanded our operations to the residential real
estate market through the development and construction of apartment
tower complexes in the City of Buenos Aires and through the
development of private residential communities in the greater Buenos Aires
area.
We own an important 70-hectare property
facing the Río de la Plata in the south of Puerto Madero, 10
minutes from the central area of Buenos Aires, previously known as
“Costa Urbana” or “Solares de Santa
María.” After more than 20 years since we acquired the
property on December 21, 2021, a law was passed by the City of
Buenos Aires approving the regulations for the development of the
property named Ramblas del Plata.” The Company will have a
construction capacity of approximately 866,806 sqm, which is
expected to drive growth for the coming years through the
development of mixed-use projects. IRSA will destinate 50.8
hectares for public use, which represents approximately 71% of the
total area of the property and will contribute with three
additional lots of the property, two for the Sustainable Urban
Development Fund and one for the Innovation Trust, Science and
Technology of the government of the Autonomous City of Buenos
Aires. During the fiscal year ended June 30, 2025, we signed two
sale agreements and 11 barter contracts with various developers for
13 lots of the extended first phase of “Ramblas del
Plata” project. On July 17, 2025, we executed an addendum to
the purchase agreement dated January 27, 2025, which consisted of
the substitution of one of the plots. The plots have an estimated
saleable area of 110,585 sqm, and the transactions amounted to
approximately USD 81.1 million. “Phase I” extended
consists of 20 lots totaling approximately 163,800 sqm, which
represents 23.4% of the project’s total saleable area, and
currently, seven lots remain available for
commercialization.
TABLE OF
CONTENTS
We are currently developing the project
called “Polo Dot,” through PAMSA, located in the
commercial complex adjoining to Dot Baires Shopping Mall. The
project will consist of three office buildings (one of them may
include a hotel and the Zetta building) on land reserves we own and
the expansion of Dot Baires Shopping by approximately 15,000 sqm of
GLA. In the first phase, we developed the Zetta building which was
inaugurated in May 2019. The second stage of the project consists
of two office and hotel buildings that will add 38,400 sqm of GLA
to the complex. We have noticed important demand for premium office
spaces in this new commercial center and we are confident that we
will be able to generate a quality enterprise similar to the ones
that we have done in the past with attractive income levels and
high occupancy.
On
March 22, 2018, we acquired, directly and indirectly, 100% of a
land of approximately 78,000 sqm of surface located in La Plata,
Province of Buenos Aires. The objective of this acquisition is to
develop a mixed-use project given that the land offers location and scale adequate characteristics
for the commercial development in a place of great
potential.
In
February 2022, we acquired from the GCBA by public auction a
property located at the corner of the intersections of Beruti
Street and Coronel Díaz Avenue. Such property is located in
front of Alto Palermo Shopping, a shopping center owned by the
Company, located in the neighborhood of Palermo, one of the main
commercial corridors of the City of Buenos Aires. The property has
an area of approximately 2,387 sqm. Furthermore, it has a total
covered area of approximately 8,136.85 sqm with future expansion
potential.
In
April 2022, as part of the payment for the sale of the Republica
Building, we acquired a property, which is made up of four plots
and has a frontage of 851 meters on the Buenos Aires - La Plata
Highway, on the side of the urbanized area the property has a
frontage of 695 meters on Río Gualeguay street between
Tupungato and La Guarda streets. It has a total area of 465,642
sqm, with a usable area of 242,151 sqm and a buildable area of
521,399 sqm. On December 11, 2023, we signed a barter agreement
pursuant to which we transferred the land for a real estate project
to be developed on the property.
In December 2022, we acquired from the GCBA
by public auction a property located at Paseo Colón 245 and 12
parking spaces located at Paseo Colón 275, which is close to
“Casa Rosada”, the Argentine Government headquarters.
The property, with mixed-use potential, has 13 stories in a covered
area of approximately 13,700 sqm and a basement with parking
lots.
Others
Over
the years, we have acquired equity interests in Banco Hipotecario.
As of September 30, 2025, our equity interest in Banco Hipotecario
was 29.12%. Banco Hipotecario has historically been
Argentina’s leading mortgage lender, provider of mortgage-related insurance and
mortgage loan services.
In
2008, we decided to expand internationally into the United States,
taking advantage of certain investment opportunities generated
after the global financial crisis. We acquired a 49% interest in
Metropolitan 885 3rd Ave (“Metropolitan”), whose main
asset is a 34-story building with 59,000 sqm of GLA named Lipstick
Building, located at 885 Third Avenue, New York, real estate
investment trust. As of September 30, 2025, we no longer have any
interest in these assets.
In
2014, we invested in the Israeli market through our acquisition of
a controlling equity stake in IDB Development Corporation Ltd
(“IDBD”). We carried out the acquisition in the context
of a debt restructuring transaction related to IDBD’s holding
company. We managed our business and operations in Israel through
our subsidiaries IDBD and Discount Investment Corporation Ltd.
(“DIC”). On September 25, 2020, the District Court in
Tel Aviv-Jaffa, in response to a petition from IDBD’s
creditors, declared the insolvency of IDBD and initiated
liquidation proceedings. As of September 30, 2025, we no longer
owned any capital stock of IDBD while we have an investment in DIC
that amounts to 1.2 million of shares, representing 0.8% of its
capital stock.
Also,
as of September 30, 2025, we owned, indirectly, 27.27% of
GCDI’s (previously TGLT) capital stock, a construction and
real estate company listed on the ByMA.
TABLE OF
CONTENTS
In
order to expand our business to digitalization, on October 8, 2018,
we incorporated We are Appa S.A. (former Pareto S.A.), with the
social purpose of design, programming and development of software,
mobile and web applications. As of September 30, 2025, IRSA’s
interest in We are Appa S.A. was 93.63%. Also, as of September 30,
2025, we indirectly had a participation of 2.71% in Avenida Inc., a
company dedicated to the e-commerce business.
Business Overview
Operations and principal activities
Founded
in 1943, IRSA Inversiones y Representaciones Sociedad Anónima
is one of Argentina’s leading real estate companies and the only Argentine real
estate company whose shares are listed both on ByMA and on the
NYSE.
We are
engaged, directly and indirectly through subsidiaries and joint
ventures, in a range of diversified activities, primarily in
real estate,
including:
(i)
the acquisition,
development and operation of shopping malls,
(ii)
the acquisition and
development of office buildings and other non-shopping mall
properties primarily for rental purposes,
(iii)
the development and
sale of residential properties,
(iv)
the acquisition and
operation of luxury hotels,
(v)
the acquisition of
undeveloped land reserves for future development or sale,
and
(vi)
selective
investments outside Argentina.
We
operate our business through five segments, namely “Shopping
Malls,” “Offices,” “Hotels,”
“Sales and Developments,” and “Others” as further described
below:
Our
“Shopping Malls” segment includes the operating results
from our portfolio of shopping malls, principally comprising lease
and service revenue from tenants. Our Shopping Malls segment had
assets of ARS 1,615,784 million and ARS 1,027,654 million as of
September 30, 2025, and 2024, respectively, representing 51.4% and
39.6% of our operating assets as of such dates, respectively. Our
Shopping Malls segment generated revenues of ARS 72,823 million and
ARS 68,304 million for the three-month periods ended September 30,
2025 and 2024, respectively.
Our
“Offices” segment includes the operating results from
lease revenue of offices and other service revenues related to the
office activities. Our Offices segment had assets of ARS 314,868
million and ARS 353,654 million as of September 30, 2025, and 2024,
respectively, representing 10.0% and 13.6% of our operating assets
as of such dates, respectively. Our Offices segment generated
revenues of ARS 6,085 million and ARS 5,403 million for the
three-month periods ended September 30, 2025 and 2024,
respectively.
Our
“Hotels” segment includes the operating results of our
hotels, mainly comprised of room, catering and restaurant revenue.
Our Hotels segment had assets of ARS 48,069 million and ARS 46,944
million as of September 30, 2025, and 2024, respectively,
representing 1.5% and 1.8% of our operating assets, respectively.
Our Hotels segment generated revenues of ARS 17,787 million and ARS
18,212 million for the three-month periods ended September 30, 2025
and 2024, respectively.
Our
“Sales and Developments” segment includes the results
generated by other rental properties, the development, maintenance
and sales of undeveloped parcels of land and/or trading properties.
Real estate sales results are also included. Our Sales and
Developments segment had assets of ARS 979,919 million and ARS
963,018 million as of September 30, 2025, and 2024, respectively,
representing 31.2% and 37.1% of our operating assets, respectively.
Our Sales and Developments segment generated revenues of ARS 4,052
million and ARS 1,926 million for the three-month periods ended
September 30, 2025 and 2024, respectively.
TABLE OF CONTENTS
Our “Others” Segment includes the
entertainment activities through La Arena S.A., La Rural S.A. and
Centro de Convenciones Buenos Aires, We Are Appa and the financial
activities carried out by Banco Hipotecario and BACS as well as
other investments in associates. Our “Others” segment
had assets of ARS 185,027 million and ARS 202,650 million as of
September 30, 2025, and 2024, respectively, representing 5.9% and
7.8% of our operating assets, respectively. Our Others segment
generated revenues of ARS 2,455 million and ARS 1,672 million for
the three-month periods ended September 30, 2025 and 2024,
respectively.
Overview
Shopping
Malls
As of
September 30, 2025, we owned a majority interest in, and operated a
portfolio of, 17 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 Al Oeste Shopping), and the rest are located
in different provinces of Argentina (Alto Noa in the City of Salta,
Alto Rosario in the City of Rosario, Mendoza Plaza in the City of
Mendoza, Córdoba Shopping Villa Cabrera and Patio Olmos
(operated by a third party) in the City of Córdoba, La Ribera
Shopping in Santa Fe (through a joint
venture) and Alto Comahue in the City of
Neuquén).
The
shopping malls we operate comprise a total of 370,801 square meters
of GLA (excluding the Al Oeste Shopping and certain spaces occupied
by hypermarkets which are not our tenants). Total real tenant sales
in our shopping malls, as reported by retailers, were ARS 746,472
million in the three-month period ended September 30, 2025, 7.0%
lower than the three-month period ended September 30,
2024.
The following table shows certain
information about IRSA’s shopping malls as of September 30,
2025:
|
Shopping
malls
|
Date
ofacquisition/development
|
Location
|
|
|
|
Ourownershipinterest
(%) (3)
|
|
Alto
Palermo
|
Dec-97
|
City of Buenos
Aires
|
20,715
|
137
|
99.1
|
100
|
|
Abasto
Shopping(4)
|
Nov-99
|
City of Buenos
Aires
|
37,133
|
149
|
97.9
|
100
|
|
Alto
Avellaneda
|
Dec-97
|
Province of Buenos
Aires
|
39,890
|
121
|
95.3
|
100
|
|
Alcorta
Shopping
|
Jun-97
|
City of Buenos
Aires
|
15,680
|
105
|
100.0
|
100
|
|
Patio
Bullrich
|
Oct-98
|
City of Buenos
Aires
|
11,472
|
89
|
91.0
|
100
|
|
Dot Baires
Shopping
|
May-09
|
City of Buenos
Aires
|
48,225
|
158
|
98.7
|
80
|
|
Soleil Premium
Outlet
|
Jul-10
|
Province of Buenos
Aires
|
15,477
|
72
|
100.0
|
100
|
|
Distrito
Arcos
|
Dec-14
|
City of Buenos
Aires
|
14,194
|
62
|
100.0
|
90
|
|
Terrazas de
Mayo
|
Dec-24
|
Province of Buenos
Aires
|
33,714
|
82
|
89.7
|
100
|
|
Alto Noa
Shopping
|
Mar-95
|
Salta
|
19,417
|
82
|
96.0
|
100
|
|
Alto Rosario
Shopping
|
Nov-04
|
Santa
Fe
|
35,016
|
129
|
99.3
|
100
|
|
Mendoza Plaza
Shopping
|
Dec-94
|
Mendoza
|
41,637
|
115
|
97.8
|
100
|
|
Córdoba
Shopping
|
Dec-06
|
Córdoba
|
15,424
|
98
|
97.8
|
100
|
|
La Ribera
Shopping
|
Aug-11
|
Santa
Fe
|
11,097
|
65
|
93.3
|
50
|
|
Alto
Comahue
|
Mar-15
|
Neuquén
|
11,710
|
81
|
99.7
|
99.95
|
|
Patio
Olmos(5)
|
Sep-07
|
Córdoba
|
—
|
—
|
—
|
—
|
|
Total
|
|
|
370,801
|
1,545
|
97.8(6)
|
|
(1)
Corresponds
to gross leasable area in 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 period.
(3)
Company’s
effective interest in each of its business units.
(4)
Excludes
Museo de los Niños (3,732 sqm in Abasto).
(5)
IRSA owns the
historic building of the Patio Olmos shopping mall in the Province
of Córdoba, operated by a third party.
(6)
Excluding
“Al Oeste Shopping” and “Terrazas de Mayo,”
which we recently acquired.
TABLE OF
CONTENTS
Rental revenue
The
following table sets forth total rental income for each of
IRSA’s shopping malls for the periods indicated:
|
|
For
the three-month period ended September 30, (1)
|
|
|
|
|
|
|
|
|
Alto
Palermo
|
9,998
|
10,005
|
|
Abasto
Shopping
|
9,766
|
9,844
|
|
Alto
Avellaneda
|
7,413
|
7,145
|
|
Alcorta
Shopping
|
6,042
|
5,702
|
|
Patio
Bullrich
|
3,112
|
2,999
|
|
Dot Baires
Shopping
|
7,588
|
6,640
|
|
Soleil Premium
Outlet
|
3,294
|
3,585
|
|
Distrito
Arcos
|
4,944
|
4,991
|
|
Terrazas de Mayo
(2)
|
1,603
|
—
|
|
Alto Noa
Shopping
|
2,125
|
2,084
|
|
Alto Rosario
Shopping
|
6,959
|
6,616
|
|
Mendoza Plaza
Shopping
|
3,479
|
3,264
|
|
Córdoba
Shopping Villa Cabrera
|
2,376
|
2,214
|
|
La Ribera Shopping
(3)
|
695
|
624
|
|
Alto
Comahue
|
2,463
|
2,260
|
|
Subtotal
|
71,857
|
67,973
|
|
Other revenues
(4)
|
966
|
331
|
|
Total
|
72,823
|
68,304
|
(1)
Includes base rent,
percentage rent, admission rights, fees, parking, commissions,
revenue from non-traditional advertising and others. Does not
include Patio Olmos.
(2)
On December 3,
2024, we informed the acquisition of “Terrazas de Mayo”
shopping center. For more information, see: “History –
Shopping Malls”.
(3)
Through our joint
venture Nuevo Puerto Santa Fe S.A.
(4)
As of September 30,
2025, includes ARS 81 million attributable to Patio Olmos, ARS 141
million attributable to production sponsorship income (BAF), and
ARS 743 million from Re! Outlet stands revenue, and as of September
30, 2024, includes ARS 87 million attributable to Patio Olmos and
ARS 244 million attributable to product soponsorship income (BAF)
revenue.
The
following table sets forth IRSA’s revenue from cumulative
leases by revenue category for the periods presented:
|
|
For
the three-month period ended September 30,
|
|
|
|
|
|
|
|
|
Base rent
(1)
|
42,611
|
36,249
|
|
Percentage
rent
|
9,803
|
15,790
|
|
Total
rent
|
52,414
|
52,039
|
|
Non-traditional
advertising
|
3,638
|
2,511
|
|
Revenue from
admission rights
|
7,558
|
6,652
|
|
Fees
|
677
|
614
|
|
Parking
|
4,953
|
3,826
|
|
Commissions
|
2,561
|
2,289
|
|
Other
|
1,022
|
373
|
|
Subtotal
(2)
|
72,823
|
68,304
|
|
Expenses and
Collective Promotion Fund
|
25,406
|
22,260
|
|
Total
|
98,229
|
90,564
|
(1)
Includes Revenues
from stands for ARS 5,751 million cumulative as of September
2025.
(2)
Includes ARS 81.1
million from Patio Olmos, ARS 140.5 million from sponsorship income
from BAF Production and revenues from Re! Outlet stands for ARS
743.1 million.
TABLE OF CONTENTS
Tenant retail sales
The
following table sets forth the
total retail sales of IRSA’s shopping mall tenants for the
periods indicated:
|
|
|
|
|
|
|
|
|
|
|
Alto
Palermo
|
82,021
|
96,015
|
|
Abasto
Shopping
|
90,635
|
109,456
|
|
Alto
Avellaneda
|
79,725
|
88,429
|
|
Alcorta
Shopping
|
47,670
|
53,270
|
|
Patio
Bullrich
|
24,952
|
29,388
|
|
Dot Baires
Shopping
|
69,717
|
69,271
|
|
Soleil Premium
Outlet
|
44,094
|
54,510
|
|
Distrito
Arcos
|
52,433
|
59,080
|
|
Terrazas de
Mayo
|
28,735
|
—
|
|
Alto Noa
Shopping
|
26,861
|
30,966
|
|
Alto Rosario
Shopping
|
81,577
|
86,129
|
|
Mendoza Plaza
Shopping
|
48,609
|
54,527
|
|
Córdoba
Shopping Villa Cabrera
|
22,485
|
26,017
|
|
La Ribera Shopping
(2)
|
14,299
|
12,909
|
|
Alto
Comahue
|
32,659
|
32,597
|
|
Total
|
746,472
|
802,564
|
(1)
Retail sales based
upon information provided to us by retailers and prior owners. The
amounts shown reflect 100% of the retail sales of each shopping
mall, although in certain cases we own less than 100% of such
shopping malls. Includes sales from stands and excludes spaces used
for special exhibitions.
(2)
Owned by Nuevo
Puerto Santa Fe S.A., in which we are a joint venture
partner.
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 periods
indicated:
|
|
For
the three-month period ended September 30, (1)
|
|
|
|
|
|
|
|
|
Clothes and
footwear
|
375,173
|
444,071
|
|
Entertainment
|
34,510
|
26,018
|
|
Home and
decoration
|
21,612
|
20,020
|
|
Restaurants
|
111,226
|
99,613
|
|
Miscellaneous
|
104,405
|
104,793
|
|
Services
|
20,552
|
19,130
|
|
Home
Appliances
|
75,317
|
85,994
|
|
Department
Stores(2)
|
3,677
|
2,925
|
|
Total
|
746,472
|
802,564
|
(1)
Retail sales based
on information provided by tenants. The figures reflect 100% of the
retail sales of each shopping center, although in certain cases we
own a percentage lower than 100% of said shopping centers. Includes
sales from stands and excludes spaces for special exhibitions.
Includes sales from stands and excludes spaces for special
exhibitions.
(2)
Currently includes
Ronda. Multi-purpose store located in Dot Baires, composed of 70%
food service, 25% entertainment, and 5% apparel.
TABLE OF
CONTENTS
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 periods indicated:
|
|
|
|
|
|
|
|
|
|
|
Alto
Palermo
|
99.1
|
99.2
|
|
Abasto
Shopping
|
97.9
|
99.5
|
|
Alto
Avellaneda
|
95.3
|
92.7
|
|
Alcorta
Shopping
|
100.0
|
99.9
|
|
Patio
Bullrich
|
91.0
|
92.6
|
|
Dot Baires
Shopping
|
98.7
|
96.4
|
|
Soleil Premium
Outlet
|
100.0
|
100.0
|
|
Distrito
Arcos
|
100.0
|
99.3
|
|
Terrazas de
Mayo(1)
|
89.7
|
—
|
|
Alto Noa
Shopping
|
96.0
|
99.4
|
|
Alto Rosario
Shopping
|
99.3
|
92.7
|
|
Mendoza Plaza
Shopping
|
97.8
|
98.9
|
|
Córdoba
Shopping Villa Cabrera
|
97.8
|
98.5
|
|
La Ribera
Shopping
|
93.3
|
89.6
|
|
Alto
Comahue
|
99.7
|
97.0
|
|
Total
|
97.8(2)
|
96.8
|
(1)
On December 3,
2024, we informed the acquisition of “Terrazas de Mayo”
shopping center. For more information, see: “History –
Shopping Malls”.
(2)
Excluding
“Terrazas de Mayo”, recently acquired.
Rental price
The
following table shows the
annual average rental price per square meter of our shopping malls
for the periods indicated:
|
|
For
the three-month period ended September 30, (1)
|
|
|
|
|
|
|
|
|
Alto
Palermo
|
336,968
|
345,429
|
|
Abasto
Shopping
|
185,853
|
196,304
|
|
Alto
Avellaneda
|
146,738
|
152,076
|
|
Alcorta
Shopping
|
240,767
|
249,012
|
|
Patio
Bullrich
|
175,694
|
184,629
|
|
Dot Baires
Shopping
|
98,219
|
94,817
|
|
Soleil Premium
Outlet
|
177,985
|
193,767
|
|
Distrito
Arcos
|
248,340
|
261,065
|
|
Terrazas de Mayo
(2)
|
42,003
|
—
|
|
Alto Noa
Shopping
|
84,561
|
88,376
|
|
Alto Rosario
Shopping
|
158,813
|
154,808
|
|
Mendoza Plaza
Shopping
|
68,017
|
67,163
|
|
Córdoba
Shopping Villa Cabrera
|
116,756
|
115,480
|
|
La Ribera
Shopping
|
49,913
|
48,273
|
|
Alto
Comahue
|
176,463
|
162,599
|
(1)
Corresponds to
consolidated annual accumulated rental prices divided by gross
leasable square meters. Does not include revenue from Patio
Olmos.
(2)
On December 3,
2024, we informed the acquisition of “Terrazas de Mayo”
shopping center. For more information, see: “History –
Shopping Malls”.
TABLE OF CONTENTS
Five largest tenants of the portfolio
The
five largest tenants in our portfolio (in terms of sales) accounted
for approximately 9.5% of our GLA as of September 30, 2025 and
represented approximately 11.8% of the
annual base rent for the three-month period ended September 30,
2025.
The following table describes our
portfolio’s five largest tenants as of September 30,
2025:
|
Tenant
|
Type of Business
|
|
|
|
|
|
|
|
|
|
|
Zara
|
Clothes
and footwear
|
6.1
|
10,771
|
2.9
|
|
Adidas
|
Clothes
and footwear
|
3.6
|
7,498
|
2.0
|
|
Mc
Donald’s
|
Restaurants
|
3.6
|
5,145
|
1.4
|
|
Nike
|
Clothes
and footwear
|
3.2
|
6,994
|
1.9
|
|
Fravega
|
Electronic
|
2.4
|
4,695
|
1.3
|
|
Total
|
|
18.9
|
35,103
|
9.5
|
Principal Terms of our Leases
Under
the Argentine Civil and Commercial Code, the term of the leases
cannot exceed twenty years for residential leases and fifty years for the other
leases.
Leasable
space in our shopping malls is marketed through an exclusive
arrangement with our wholly owned subsidiary and real estate broker
Fibesa S.A., or “Fibesa.” We use a standard lease
agreement for most tenants at our shopping malls, the terms and
conditions of which are described below. However, our largest or
“anchor” tenants generally negotiate better terms for
their respective leases. No assurance can be given that lease terms
will be as set forth in the standard lease agreement.
Rent
amount specified in our leases generally is the higher of
(i) a monthly Base Rent and (ii) a specified percentage
of the tenant’s monthly gross sales in the store, which
percentage generally ranges between 2% and 12% of tenant’s
gross sales. Additionally, under the rent adjustment clause
included in most of our rental contracts, the tenant’s basic
rent is generally updated monthly or quarterly and cumulatively by
the CPI index.
In
addition to rent, we charge most of our tenants an admission right,
which must be paid upon execution of the lease agreement and upon
its renewal. The admission right is normally paid as a lump sum or
in a small number of monthly installments. If the tenants pay this
fee in installments, the tenants are responsible for paying the
balance of any such unpaid amount if they terminate the lease prior
to its expiration. In the event of unilateral termination and/or
resolution for breach by the tenants, tenants will not be refunded
their admission payment without our consent.
We
lease our stores, kiosks and spaces in our shopping malls through
our wholly-owned subsidiary Fibesa. We charge our tenants a fee for
the brokerage services, which usually amounts to approximately
three months of the Base Rent plus the admission
right.
The tenants of the shopping centers have
electricity, gas and water services and, if applicable, depending
on the tenant's commercial activity, telephone switchboard, central
air conditioning connection, connection to the general fire
detection and extinguishing system, and provision of emergency
energy through generator sets in common sectors. Each tenant is
responsible for completing all necessary installations within their
unit, and must also pay the direct expenses generated by
these services within each unit. Direct expenses generally
include electricity, water, gas, telephone and air conditioning.
The tenant must also pay a percentage of the total costs and
general taxes related to the maintenance of the common areas. We
determine that percentage or “coupe” based on different
factors. Common area expenses include, among other things,
administration, security, operations, maintenance, cleaning and
taxes.
We
carry out promotional and marketing activities to draw consumer
traffic to our shopping malls. These activities are paid for with
the tenants’
contributions to the Collective Promotion Fund, or
“CPF,” which is administered by us. Tenants are
required to contribute 15% of their rent (Base Rent plus Percentage
Rent) to the CPF. We may increase the percentage tenants must
contribute to the CPF with up to 25% of the original amount set
forth in the corresponding lease agreement for the contributions to
the CPF. We may also require tenants to make extraordinary
contributions to the CPF to fund special promotional and marketing
campaigns or to cover the costs of special promotional events that
benefit all tenants. We may require tenants to make these
extraordinary contributions up to four times a year provided that
each extraordinary contribution may not exceed 25% of the
tenant’s preceding monthly lease payment.
TABLE OF CONTENTS
Each
tenant leases its rental unit as a shell without any fixtures and
is responsible for the interior design of its rental unit. Any
modifications and additions to the rental units must be
pre-approved by us. We have the option to charge the tenant for all
costs incurred in remodeling the rental units and for removing any
additions made to the rental unit when the lease expires.
Furthermore, tenants are responsible for obtaining adequate
insurance for their rental units, which must cover, among other
things, damage caused by fire, glass breakage, theft, flood, civil
liability and workers’ compensation.
Control Systems
IRSA
has computer systems equipped to monitor tenants’ sales in
all of its shopping malls. IRSA also conducts regular revenues
audits of our tenants’ accounting sales records in all of our
shopping malls. IRSA uses the information generated from the
computer monitoring system to prepare statistical data regarding,
among other things, total sales, average sales and peak sale hours for
marketing purposes and as a reference for the revenues audit. Most
of its shopping mall lease agreements require the tenant to have
its point of sale system linked to our server.
Insurance
We
carry all-risk insurance for our shopping malls and other buildings
covering damages to the property caused by fire, acts of terrorism,
explosion, gas leak, hail, storm and winds, earthquakes, vandalism,
theft and business interruption. We also have civil liability
insurance covering all potential damages to third parties or goods
arising from the development of our businesses throughout the whole
Argentine territory. We are in compliance with all the legal
requirements relating to mandatory insurance, including statutory
coverage under the Occupational Risk Law, life insurance required
under collective bargaining agreements and other insurance required
by the laws and decrees. Our history of material damages is limited
to only one claim made as a result of a fire in Alto Avellaneda
Shopping in March 2006, in which the loss was substantially
recovered from our insurers. These insurance policies have all the
specifications, limits and deductibles that we believe are adequate
for the risks to which we are exposed in our daily operations. We
also purchased civil liability insurance to cover our
Directors’ and officers’ liability.
Competition
IRSA is
the largest owner and operator of shopping malls, offices and other
commercial properties in Argentina in terms of GLA and number of
rental properties. Given that most of our shopping malls are
located in highly populated areas, there are competing shopping
malls within, or in close proximity to, areas targeted by our real
estate portfolio, as well as stores located on avenues or streets.
The number of shopping malls in a particular area could have a
material effect on the ability to lease space in shopping malls and
on the amount of rent that we are able to charge. We believe that
due to the limited availability of large plots of land and zoning
restrictions in the City of Buenos Aires, it is difficult for other
companies to compete in areas through the development of new
shopping malls. The principal competitor is Cencosud S.A. which owns and
operates Unicenter Shopping and the Jumbo hypermarket chain, among
others.
The following table shows certain
information concerning the most significant owners and operators of
shopping malls in Argentina as of September 30, 2025:
|
Entity
|
Shopping
malls
|
Location
|
|
|
|
|
|
|
|
|
|
IRSA
|
Alto
Palermo
|
City of Buenos
Aires
|
20,715
|
1.63
|
|
Abasto Shopping
(2)
|
City of Buenos
Aires
|
37,133
|
2.92
|
|
Alto
Avellaneda
|
Province of Buenos
Aires
|
39,890
|
3.14
|
|
Alcorta
Shopping
|
City of Buenos
Aires
|
15,680
|
1.23
|
|
Patio
Bullrich
|
City of Buenos
Aires
|
11,472
|
0.90
|
|
Dot Baires Shopping
(3)
|
City of Buenos
Aires
|
48,225
|
3.79
|
|
Soleil
|
Province of Buenos
Aires
|
15,477
|
1.22
|
|
Distrito
Arcos
|
City of Buenos
Aires
|
14,194
|
1.12
|
|
Terrazas de Mayo
(4)
|
Province of Buenos
Aires
|
33,714
|
2.65
|
|
Alto
Noa
|
City of
Salta
|
19,417
|
1.53
|
|
Alto Rosario
(2)
|
City of
Rosario
|
35,016
|
2.75
|
|
Mendoza
Plaza
|
City of
Mendoza
|
41,637
|
3.28
|
|
Córdoba
Shopping
|
City of
Córdoba
|
15,424
|
1.21
|
|
La Ribera
Shopping
|
City of Santa
Fe
|
11,097
|
0.87
|
|
Alto
Comahue
|
City of
Neuquén
|
11,710
|
0.92
|
|
Subtotal
|
|
|
370,801(5)
|
29.17
|
|
Cencosud S.A.
|
|
|
279,505(6)
|
21.99
|
|
Other
operators
|
|
|
620,988
|
48.84
|
|
Total
|
|
|
1,271,294(7)
|
100
|
TABLE OF CONTENTS
(1)
Corresponding to
GLA in respect of total GLA. Market share is calculated dividing
sqm over total sqm.
(2)
Does not include
Museo de los Niños (3,732 square meters in
Abasto).
(3)
Our interest in
PAMSA is 80%.
(4)
On December 3,
2024, we informed the acquisition of “Terrazas de Mayo”
shopping center. For more information, see: “History –
Shopping Malls”.
(5)
As of September 30,
2025.
(6)
As of September 30,
2025.
(7)
As of August 31,
2025.
Source: INDEC.
Seasonality
Our
business is directly affected by seasonality, influencing the level
of our tenants’ sales. During Argentine summer holidays
(January and February) our tenants’ sales typically reach
their lowest level, whereas during winter holidays (July) and in
Christmas (December) they reach their maximum level. Clothing
retailers generally change their collections in spring and autumn,
positively affecting our shopping malls’ sales. Discount
sales at the end of each season are also one of the main seasonal
factors affecting our business.
Offices
The
shift in corporate activity to remote or virtual work that resulted
from the COVID-19 pandemic resulted in lower demand, increased
vacancies, and a slight decrease in the rental prices of category
“A+” and “A” office buildings in Buenos
Aires.
According
to Colliers, during the three-month period ended September 30,
2025, there was a vacancy of 12.79% in the premium market of the
City of Buenos Aires, which remained stable when compared to the
previous quarter.
During
the three-month period ended June 30, 2025, A+ buildings recorded
an average rental price of USD 23.43/m², while A-grade
buildings averaged USD 20.27/m². At the submarket level, the
highest prices were observed in Plaza San Martín (USD
26.26/m²), North CABA (USD 25.42/m²), Plaza Roma (USD
24.99/m²), Catalinas (USD 23.44/m²), North Macrocenter
(USD 23.25/m²), and Puerto Madero (USD 23.15/m²),
respectively.
Management of office buildings
We
generally act as the manager of the office properties. We typically
own the entire building or a substantial number of floors in the
building. The buildings in which we own only part of the floors are
generally managed pursuant to the terms of a condominium agreement
that typically provides for control by a simple majority of the
interests based on owned area. As building manager, we are
responsible for services such as security, maintenance and
housekeeping, which are generally outsourced. The cost of the
services is passed through to, and paid for by, the tenants,
except in the case of our units
that have not been leased, if any, for which we bear the cost. We
market our leasable area through commissioned brokers or directly
by ourselves.
Leases
We
usually lease our offices by using contracts with an average term
between three to ten years for corporate offices. In addition, we
have two spaces named “Workplace by IRSA”, which we
lease as a co-working place, that are fully equipped and all-inclusive by using services
contracts with semi-annually and annually average
term.
Contracts for the rental of office
buildings and other commercial properties are generally stated in
U.S. dollars. Rental rates for renewed periods are negotiated at
market value.
TABLE OF CONTENTS
Properties
The following table sets forth certain information regarding our office
buildings, as of September 30, 2025:
|
|
Date
ofacquisition/development
|
|
|
|
Total
rental incomefor the three-month period ended September 30, 2025
(4)
|
|
|
|
|
|
|
|
Offices
|
|
|
|
|
|
|
AAA
& A buildings
|
|
|
|
|
|
|
Intercontinental
Plaza (3)
|
Dec-14
|
2,979
|
100.0
|
100
|
312
|
|
Dot
Building
|
Nov-06
|
11,242
|
100.0
|
80
|
961
|
|
Zetta
|
May-19
|
32,173
|
100.0
|
80
|
3,484
|
|
Della Paolera
261(5)
|
Dec-20
|
3,740
|
100.0
|
100
|
512
|
|
Total
AAA & A buildings
|
|
50,134
|
100.0
|
|
5,269
|
|
B
buildings
|
|
|
|
|
|
|
Philips(6)
|
Jun-17
|
7,940
|
76.5
|
100
|
816
|
|
Total
B buildings
|
|
7,940
|
76.5
|
100
|
816
|
|
Total
Offices
|
|
58,074
|
96.8
|
|
6,085
|
(1)
Corresponds to the
total gross leasable area of each property as of September 30,
2025. Excludes common areas and parking lots.
(2)
Calculated by
dividing occupied square meters by gross leasable area as of
September 30, 2025.
(3)
We own 13.2% of the
building that has 22,535 square meters of gross leasable
area.
(4)
Corresponds to the
accumulated income of the period.
(5)
As of September 30,
2025, we owned 10.4% of the building that has 35,872 square meters
of gross leasable area. The gross leasable area includes square
meters corresponding to other common spaces.
(6)
The building is
fully dedicated to the workplace business.
Occupancy rate
The
following table shows our offices’ occupancy rate
(1) as of
September 30, 2025 and 2024:
|
|
Occupancy
rate (1)
As
of September 30,
|
|
|
|
|
|
|
|
|
Offices:
|
|
|
|
Intercontinental
Plaza
|
100.0
|
100.0
|
|
DOT
Building
|
100.0
|
92.6
|
|
Zetta
Building
|
100.0
|
99.3
|
|
Della Paolera
261
|
100.0
|
100.0
|
|
Philips
Building
|
76.5
|
56.1
|
|
Total
|
96.8
|
92.3
|
(1)
Leased square
meters pursuant to lease agreements in effect as of September 30,
2025 and 2024, respectively, over GLA of offices for the same
fiscal years.
TABLE OF
CONTENTS
Annual
average income per surface area
as of September 30, 2025 and 2024 (1):
|
|
Income
per square meter for the three-month periods (1) ended September
30,
|
|
|
|
|
|
|
|
|
Intercontinental
Plaza (2)
|
104,745
|
78,191
|
|
Dot
Building
|
85,483
|
63,025
|
|
Zetta
Building
|
108,290
|
78,227
|
|
Della Paolera
261(3)
|
136,898
|
98,330
|
|
Philips Building
(4)
|
134,411
|
49,356
|
(1)
Calculated by
dividing rental income of the period by the GLA of offices based on
our interest in each building as of September 30, 2025 and 2024,
respectively.
(2)
We own 13.2% of the
building, which has 22,535 sqm of GLA.
(3)
We own 10.4% of the
building that has 35,872 sqm of GLA. The leasable area includes
other common spaces.
(4)
The building is
fully allocated to the workplace business.
Hotels
According to the
Hotel Vacancy Survey (Encuesta de
Ocupación Hotelera or “EOH”) prepared by
INDEC, in September 2025, overnight stays in hotel and para-hotel
establishments were estimated at 3.4 million, representing a 0.9%
decrease compared to the same month of the previous year. Overnight
stays by resident travelers fell by 0.5%, while those by
non-residents decreased by 2.5%. The total number of travelers
staying in hotels during June 2025 was 1.5 million, up 1.1% from
the same month of the previous year. Resident travelers increased
by 1.8%, while non-residents fell by 1.7%. The room occupancy rate
was approximately 41.7%, compared to 41.2% in September 2024, and
the bed occupancy rate was approximately 31.6%, slightly below the
31.7% observed in the same month of the previous year.
We
operate in the Hotels sector through three luxury hotels,
Intercontinental, Libertador and Llao Llao. As of September 30,
2025, we kept our 76.34% interest in Intercontinental hotel, 100%
interest in Libertador hotel and 50.00% interest in Llao
Llao.
The following chart shows
certain information regarding
our luxury hotels:
|
Hotels
|
Date of Acquisition
|
|
|
|
Average Price per Room ARS (1)
|
Revenue
for the three-month period ended September 30, 2025
|
|
|
|
|
|
|
|
|
|
Intercontinental (2)
|
11/01/1997
|
76,34
|
313
|
59.8
|
216,094
|
5,167
|
|
Libertador (3)
|
03/01/1998
|
100,00
|
200
|
61.0
|
138,546
|
2,452
|
|
Llao Llao (4)
|
06/01/1997
|
50,00
|
205
|
52.2
|
670,007
|
10,167
|
|
Total
|
|
—
|
718
|
58.0
|
310,095
|
17,786
|
(1)
Accumulated average
in the three-month period ended September 30, 2025.
(2)
Through Nuevas
Fronteras S.A.
(3)
Through Hoteles
Argentinos S.A.U.
(4)
Through Llao Llao
Resorts S.A.
TABLE OF CONTENTS
Others
Our interest in Banco Hipotecario
As of
September 30, 2025, we held a 29.12% of the equity in Banco
Hipotecario. Established in 1886 by the Argentine government and
privatized in 1999, Banco Hipotecario has historically been
Argentina’s leading mortgage lender, provider of
mortgage-related insurance and mortgage loan services. All its
operations are located in Argentina where it operates a nationwide network of 52 branches in
the 23 Argentine provinces and the City of Buenos
Aires.
Banco
Hipotecario is an inclusive commercial bank that provides universal
banking services, offering a wide variety of banking products and
activities, including a wide range of individual and corporate
loans, deposits, credit and debit cards and related financial
services to individuals, small-and medium-sized companies, and
large corporations. As of August 2025, Banco Hipotecario ranked
fifteenth in the Argentine financial system in terms of total
assets and seventeenth in terms of loans. As of September 30, 2025,
Banco Hipotecario’s shareholders’ equity was ARS
532,063 million, its consolidated assets were ARS 4.121.587
million, and its net income for the nine-month period ended
September 30, 2025, was ARS 4.322 million. Since 1999, Banco
Hipotecario’s shares have been listed on the ByMA in
Argentina, and since 2006 it has had a Level I ADR
program.
Banco
Hipotecario’s business strategy is to continue diversifying
its loan portfolio. Banco Hipotecario’s non-mortgage loans to
the non-financial private sector, in nominal terms, were ARS
40,522.8 million as of December 31, 2020, ARS 48,760.9 million as
of December 31, 2021, ARS 61,353.5 million as of December 31, 2022,
ARS 163,728.3 million as of December 31, 2023, ARS 528,543 million
as of December 31, 2024 and ARS 808,788 million as of June 30,
2025.
Also,
Banco Hipotecario has diversified its funding sources by developing
its presence in the local and international capital markets, as
well as increasing its deposit base. As of September 30, 2025, its
capital markets debt representing 7% of its total
funding.
Banco
Hipotecario’s subsidiaries include BACS Banco de Crédito
y Securitización S.A., a bank specialized in investment
banking, asset securitization and asset management, from which
Banco Hipotecario owns directly 62.3% and IRSA owns directly 37.7%;
BHN Vida S.A., a life insurance company; and BHN Seguros Generales
S.A., a property insurance company.
On
March 31, 2025, Banco Hipotecario approved, through an Ordinary and
Extraordinary General Assembly, the payment of a dividend in the
sum of ARS 62,000 million in installments. On June 19, 2025, the
Central Bank approved the distribution of the dividend. As of the
date of this report on Form 6-K, six of the ten installments have
been fully paid.
Others Assets
La Rural (convention centers and fairs activities) and La Arena
(stadium concession)
In
relation to the investment in La Rural S.A., its main activity
includes the organization of congresses, fairs, exhibitions and
events and is carried out by LRSA, both at the Palermo Fairgrounds
and at the “Centro de Exposiciones y Convenciones de la
Ciudad Autónoma de Buenos Aires” through a Transitory
Union of Companies that obtained, by public tender, the concession
of this property for a period of 15 years and the “Punta del
Este Convention and Exhibition Center”. IRSA has an indirect
participation of 35%.
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, 2025, La Rural S.A. consolidated its
leadership in the trade fair and events business in Argentina. The
fiscal year began with a successful edition of the 2024 Rural
Exhibition, which achieved a remarkable public turnout, full
occupancy and solid commercial results, in a context of high
political and economic expectations. Throughout the fiscal year,
numerous events were held, most notably a new edition of
“Celebration,” which brought together more than 50
year-end events and reached its highest operating level since its
launch in 2004, reaffirming La Rural as a benchmark venue for this
type of corporate events. The upcoming fiscal year presents
challenges given the electoral context and the tight operating
margins in the sector.
TABLE OF
CONTENTS
As for
the Buenos Aires Convention Center, it maintained stable occupancy
in 2025, consolidating its position as a venue for congresses,
conventions and institutional events. Throughout the fiscal year,
its activity increased progressively, with a diverse and growing
agenda that reflects its potential as a benchmark space in the
segment. In addition, the Buenos Aires Convention Center
strengthened its internationalization strategy, participating in
global fairs in search for new opportunities to host congresses, in
line with a more globally integrated Argentina.
Del Plata Building Trust
On
November 10, 2023, the Company entered into a trust agreement at
cost for a project development of 35,120 sqm salable area
consisting of the construction of a residential building, stores
(gastronomic use), and complementary parking spaces, and under
which the Company acts as the money trustor and beneficiary of the
trust. Under this agreement, IRSA will receive approximately 5,128
saleable 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.
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 report on Form 6-K, construction works have begun.
Any modification to the reimbursement regime established by the
GCBA could affect the scope or timing of the project.
We are Appa S.A. (formerly Pareto S.A.)
On
October 8, 2018, the Company We are Appa S.A. was incorporated,
with the social purpose of design, programming and development of
software, mobile and web applications. As of September 30, 2025,
IRSA’s share of “We are Appa” reached
93.63%.
The
mission of “We are Appa’s” is to transform the
physical in-store shopping experience through the use of artificial
intelligence and data science, connecting brands and consumers.
Through its proprietary technology, ¡appa! reduces frictions
in the purchasing process, enhances decision-making and boosts
conversion at the point of sale.
Through
its application, ¡appa!, “We are Appa” provides
shopping malls and tenants a 100% digital customer loyalty system
through which they can communicate with visitors, enhancing their
visiting and shopping experience.
Avenida Inc.
As of
September 30, 2025, IRSA indirectly owned 2.71% of Avenida Inc., a
company dedicated to the e-commerce business.
TABLE OF CONTENTS
Compará en casa
Compará 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 September 30, 2025, the Company
indirectly owned 14.82% of Comparaencasa Ltd.
Shefa Holding LLC (“Shefa”)
Shefa,
our wholly owned subsidiary, identifies selective investment
opportunities in retail projects, prioritizing sectors with high
growth potential. Its mission is to create an ecosystem of
complementary companies in the retail and technology industries,
capitalizing on opportunities that enhance the consumer experience,
optimize processes, and generate long-term sustainable value. Shefa
invests in businesses that integrate physical retail with digital
solutions, promoting omnichannel strategies and providing retailers
of all scales with the technological capabilities of major
platforms.
Shefa’s
current portfolio includes solutions in payments, last-mile
logistics, e-commerce, audiences, and data, generating cross-sector
synergies that accelerate the validation, distribution, and
monetization of new business models. One of its main investments is
Turismo City, which is described below.
Turismo City
As of
September 30, 2025, the Company owns indirectly 9.28% of Rundel
Global Ltd., commercially known as Turismo City, which is a company
that holds interest in different business related to tourism and
travel assistance in Argentina,
Brazil and Chile.
Organizational Structure
The
following table presents
information relating to our ownership interest and the percentage
of our consolidated total net revenues represented by our
subsidiaries as of September 30, 2025:
|
Name of the entity
|
Country
|
Main activity
|
% of ownership interest held by the Company
|
|
|
|
|
|
|
IRSA's direct interest:
|
|
|
|
|
E-Commerce
Latina S.A.
|
Argentina
|
Investment
|
100.00
|
|
Hoteles
Argentinos S.A.U.
|
Argentina
|
Hotel
|
100.00
|
|
Inversora
Bolívar S.A.
|
Argentina
|
Investment
|
100.00
|
|
Llao
Llao Resorts S.A. (1)
|
Argentina
|
Hotel
|
50.00
|
|
Nuevas
Fronteras S.A.
|
Argentina
|
Hotel
|
76.34
|
|
Palermo
Invest S.A.
|
Argentina
|
Investment
|
100.00
|
|
Ritelco
S.A.U.
|
Argentina
|
Investment
|
100.00
|
|
Tyrus
S.A.
|
Uruguay
|
Investment
|
100.00
|
|
Arcos
del Gourmet S.A.
|
Argentina
|
Real
estate
|
90.00
|
|
Emprendimiento
Recoleta S.A. (in liquidation)
|
Argentina
|
Real
estate
|
53.68
|
|
Fibesa
S.A.U.
|
Argentina
|
Real
estate
|
100.00
|
|
Panamerican
Mall S.A.
|
Argentina
|
Real
estate
|
80.00
|
|
Shopping
Neuquén S.A.
|
Argentina
|
Real
estate
|
99.95
|
|
Torodur
S.A.
|
Uruguay
|
Investment
|
100.00
|
|
EHSA
|
Argentina
|
Investment
|
70.00
|
|
We
Are Appa S.A.
|
Argentina
|
Design
and software development
|
93.63
|
|
Shefa
Fiduciaria S.A.U.
|
Argentina
|
Trustee
company
|
100.00
|
|
Fideicomiso
Shefa V.C.
|
Argentina
|
Investment
|
100.00
|
|
Tyrus S.A.'s direct interest:
|
|
|
|
|
DFL
and DN BV
|
Bermuda’s
/ Netherlands
|
Investment
|
99.65
|
|
Shefa
Holding LLC
|
USA
|
Investment
|
100.00
|
|
IRSA
International LLC
|
USA
|
Investment
|
100.00
|
|
Liveck
Ltd. (2)
|
British
Virgin Islands
|
Investment
|
100.00
|
|
Real
Estate Strategies LLC
|
USA
|
Investment
|
100.00
|
|
DFL's and DN BV's direct interest:
|
|
|
|
|
Dolphin
IL Investment Ltd.
|
Israel
|
Investment
|
100.00
|
TABLE OF CONTENTS
(1)
The Company has
consolidated the investment in Llao Llao Resorts S.A., considering
its equity interest and a shareholder agreement that confers its
majority of votes in decision-making process.
(2)
Includes
Tyrus’ and IRSA S.A.’s equity interests.
We have
a significant interest in Banco Hipotecario, an Argentine company
incorporated under Argentine law and engaged in the banking
business. As of September 30, 2025, we held directly and indirectly
29.12% of Banco Hipotecario.
Property, Plant and Equipment
The Company
owns and operates properties for administrative, commercial, and
rental use in Argentina. These assets are measured at fair value or
at cost less accumulated depreciation, depending on the asset type,
and there are no significant environmental issues affecting their
utilization.
The
following table sets forth certain information about our properties
as of September 30, 2025:
|
|
|
Leasable/ Sale m2 / Rooms (1)
|
Location
|
|
Use
|
|
|
Bouchard
Plaza 551
|
|
—
|
City
of Buenos Aires, Argentina
|
4,563
|
Office
Rental
|
N/A
|
|
Intercontinental
Plaza building
|
|
2,979
|
City
of Buenos Aires, Argentina
|
10,960
|
Office
Rental
|
100.00%
|
|
Dot
building
|
|
11,242
|
City
of Buenos Aires, Argentina
|
54,912
|
Office
Rental
|
100.00%
|
|
Zetta
building
|
|
32,173
|
City
of Buenos Aires, Argentina
|
188,571
|
Office
Rental
|
100.00%
|
|
Phillips
building
|
|
7,940
|
City
of Buenos Aires, Argentina
|
27,924
|
Office
Rental
|
76.50%
|
|
Other Properties(5)
|
N/A
|
N/A
|
City
of Buenos Aires, Argentina / Detroit U.S
|
41,910
|
Other
Rentals
|
N/A
|
|
Abasto
Shopping
|
|
37,133
|
City
of Buenos Aires, Argentina
|
224,422
|
Shopping
Mall
|
97.90%
|
|
Alto
Palermo
|
|
20,715
|
City
of Buenos Aires, Argentina
|
245,086
|
Shopping
Mall
|
99.10%
|
|
Alto
Avellaneda
|
|
39,890
|
Province
of Buenos Aires, Argentina
|
170,830
|
Shopping
Mall
|
95.30%
|
|
Alcorta shopping (15)
|
|
15,680
|
City
of Buenos Aires, Argentina
|
152,734
|
Shopping
Mall
|
100.00%
|
|
Patio
Bullrich
|
|
11,472
|
City
of Buenos Aires, Argentina
|
70,664
|
Shopping
Mall
|
91.00%
|
|
Alto
Noa Shopping
|
|
19,417
|
City
of Salta, Argentina
|
47,216
|
Shopping
Mall
|
96.00%
|
|
Mendoza
Plaza Shopping
|
|
41,637
|
City
of Mendoza, Argentina
|
62,043
|
Shopping
Mall
|
97.80%
|
|
Alto
Rosario Shopping
|
|
35,016
|
City
of Santa Fe, Argentina
|
167,452
|
Shopping
Mall
|
99.30%
|
|
Córdoba shopping (11)
|
|
15,424
|
City
of Córdoba, Argentina
|
49,344
|
Shopping
Mall
|
97.80%
|
|
Dot
Baires Shopping
|
|
48,225
|
City
of Buenos Aires, Argentina
|
157,304
|
Shopping
Mall
|
98.70%
|
|
Terrazas
de Mayo
|
|
33,714
|
Province
of Buenos Aires, Argentina
|
40,228
|
Shopping
Mall
|
89.70%
|
|
Soleil
Premium Outlet
|
|
15,477
|
Province
of Buenos Aires, Argentina
|
84,863
|
Shopping
Mall
|
100.00%
|
|
Distrito
Arcos
|
|
14,194
|
City
of Buenos Aires, Argentina
|
31,962
|
Shopping
Mall
|
100.00%
|
|
Alto
Comahue
|
|
11,710
|
City
of Neuquén, Argentina
|
67,862
|
Shopping
Mall
|
99.70%
|
|
Patio
Olmos
|
|
—
|
City
of Córdoba, Argentina
|
12,459
|
Shopping
Mall
|
N/A
|
|
Al
Oeste
|
|
—
|
Province
of Buenos Aires, Argentina
|
12,042
|
Land
Reserve
|
N/A
|
|
Beruti
Parking Space
|
N/A
|
—
|
City
of Buenos Aires, Argentina
|
5,911
|
Shopping
Mall
|
N/A
|
|
Caballito
–Ferro plot of land
|
|
—
|
City
of Buenos Aires, Argentina
|
46,380
|
Land
Reserve
|
N/A
|
|
Luján
plot of land
|
|
1,152,106
|
Province
of Buenos Aires, Argentina
|
12,294
|
Mixed
uses
|
N/A
|
|
Ramblas
del Plata
|
|
693,446
|
City
of Buenos Aires, Argentina
|
516,757
|
Other
Rentals
|
N/A
|
|
Beruti
and Coronel Diaz building
|
|
—
|
City
of Buenos Aires, Argentina
|
13,211
|
Other
Rentals
|
N/A
|
|
Paseo
Colon 245 Building
|
|
—
|
City
of Buenos Aires, Argentina
|
7,373
|
Other
Rentals
|
N/A
|
|
261
Della Paolera
|
|
3,740
|
City
of Buenos Aires, Argentina
|
31,967
|
Offices
and Other Rentals
|
100.00%
|
|
Other Land Reserves (4)
|
N/A
|
N/A
|
City
and Province of Buenos Aires, Argentina
|
117,431
|
Land
Reserve
|
N/A
|
|
Other Developments (14)
|
N/A
|
N/A
|
City
of Buenos Aires, Argentina
|
689
|
Properties
under development
|
N/A
|
|
Buildable potentials (13)
|
N/A
|
N/A
|
City
of Buenos Aires, Córdoba and Santa Fé,
Argentina
|
54,627
|
Other
Rentals
|
N/A
|
|
Intercontinental Hotel (7)
(12)
|
|
313
|
City
of Buenos Aires, Argentina
|
12,623
|
Hotel
|
59.80%
|
|
Libertador Hotel (8)
(12)
|
|
200
|
City
of Buenos Aires, Argentina
|
6,436
|
Hotel
|
61.00%
|
|
Llao Llao Hotel (9)(10)
(12)
|
|
205
|
City
of Bariloche, Argentina
|
28,342
|
Hotel
|
52.20%
|
|
Others (3)
|
N/A
|
N/A
|
City
and Province of Buenos Aires, Argentina
|
1,870
|
Others
|
N/A
|
(1)
Total leasable area for each property. Excludes common areas and
parking spaces.
(2)
Shopping Malls, Offices and Land Reserves are valued at fair value.
Our Hotels are valued at cost of acquisition or development plus
improvements, less accumulated depreciation, less
allowances.
(3)
Includes EH UT.
(4)
Includes the following land reserves: Pontevedra plot, San Luis
Plot, Pilar plot and Intercontinental Plot, Annexed to Dot Plot,
Mendoza Plot, Casona Husdon Plot, Mendoza 2.992 East Av. Plot,
Mendoza Bandera de los Andes 3027 plot, Güemes 902 plot
(Conil), Córdoba plot, Neuquén plot, La Plata plot,
Varela plot, Annexed to Alto Avellaneda Plot, Manzana 35 Caballito
plot.
(5)
Includes the following properties: Anchorena 665, Anchorena 545
(Chanta IV), Zelaya 3102 y 3103, Abasto Offices, Av Córdoba
633/637 building, La Adela, Libertador 498, Beruti 3330/3336/3358
Paseo del sol, Bankboston Tower.
TABLE OF
CONTENTS
(6)
Percentage of occupation of each property. Land reserves are assets
that the company keeps in the portfolio for future
developments.
(7)
Through Nuevas Fronteras S.A.
(8)
Through Hoteles Argentinos S.A.U.
(9)
Through Llao Llao Resorts S.A.
(10)
Includes “Terreno Bariloche.”
(11)
The cinema building located at Córdoba Shopping – Villa
Cabrera is included in Investment Properties, which is encumbered
by a right of antichresis as a result of loan due to Empalme by NAI
INTERNACIONAL II Inc.
(12)
Express in number of rooms.
(13)
Includes buildable potentials related to the following shopping
malls: Patio Bullrich, Alto Palermo, Córdoba Shopping and Alto
Rosario.
(14)
Includes PH Office Park.
(15)
Includes “Ocampo parking spaces”.
TABLE OF CONTENTS
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 “Selected Consolidated Financial
Information” and our Q1
Unaudited Condensed Interim Consolidated Financial
Statements and related notes appearing elsewhere in this Form 6-K.
This discussion and analysis of our financial condition and results
of operations contains forward-looking statements that involve
risks, uncertainties and assumptions. These forward-looking
statements include such words as “expects,”
“anticipates,” “intends,”
“believes” and similar language. Our actual results may
differ materially and adversely from those anticipated in these
forward-looking statements as a
result of many factors, including without limitation those set
forth elsewhere in this Form 6-K.
General
We
prepare our Q1 Unaudited Condensed Interim
Consolidated Financial Statements in Argentine Pesos and
in accordance with IAS 34 “Interim financial
reporting”, as issued by the International Accounting
Standards Board
(“IASB”), and with CNV Rules.
Our Q1
Unaudited Condensed Interim Consolidated
Financial Statements and the financial information
included elsewhere in this Form
6-K have been prepared in accordance with IAS 34 “Interim
financial reporting”. 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 Q1
Unaudited Condensed Interim Consolidated Financial
Statements included in this Form 6-K have been adjusted by
applying a general price index. See “Risk Factors—Risks
Relating to Argentina.”
Our Q1
Unaudited Condensed Interim Consolidated Financial Statements have
been restated for inflation in current currency as of September 30,
2025. Our Audited Consolidated Financial Statements, as filed with
our Annual Report, have not been further restated as of the
measuring unit current as of September 30, 2025, pursuant to SEC
Financial Reporting Manual, Rule 6720.5, which provides that if
interim financial information more current than otherwise
required by SEC rules is
included in a registration statement solely to comply with
Instruction 3 to Item 8.A.5 of Form 20-F, it is not required that
prior periods be restated. This Form 6-K should be read in
conjunction with our Annual Report.
Overview
We are
engaged, directly and indirectly through subsidiaries and joint
ventures, in a range of diversified activities, primarily in real
estate, including:
(i)
the acquisition,
development and operation of shopping malls,
(ii)
the acquisition and
development of office buildings and other non-shopping mall
properties primarily for rental purposes,
(iii)
the development and
sale of residential properties,
(iv)
the acquisition and
operation of luxury hotels,
(v)
the acquisition of
undeveloped land reserves for future development or sale,
and
(vi)
selective
investments outside Argentina.
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.
TABLE OF
CONTENTS
The table below shows Argentina’s GDP,
inflation rates, dollar exchange rates, the appreciation
(depreciation) of the Argentine 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).
|
|
For
the three-month period ended September, 30
|
Fiscal
year ended June 30,
|
|
|
|
|
|
|
|
|
|
|
|
GDP (1)
|
0.8%
|
6.3%
|
(1.7)%
|
(4.9)%
|
|
Inflation (IPIM)
(2)
|
11.0%
|
21.2%
|
284.4%
|
112.8%
|
|
Inflation
(CPI)
|
6.0%
|
39.4%
|
271.5%
|
115.6%
|
|
Depreciation of the
Argentine Peso against the U.S. dollar
|
(16.6%)
|
(29.6%)
|
(255.0%)
|
(105.0%)
|
|
Average exchange
rate per USD 1.00 (3)
|
|
|
|
|
(1)
Represents inter
annual growth of the
second quarter GDP at constant prices (2004). For the fiscal year
information, historical data published by INDEC is maintained, as
exposed originally by us in our Annual Report.
(2)
IPIM (Índice de Precios Internos al por
Mayor) is the wholesale price index as measured by the
Argentine Ministry of Treasury.
(3)
Represents average
of the selling and buying exchange rate quoted by Banco de la
Nación Argentina. As of December 2, 2025, the exchange rate
was 1,455.00 per U.S. dollar.
Sources: INDEC and Banco de la
Nación Argentina.
Argentine GDP
increased 6.3% interannually during the second quarter of 2025,
compared to a decrease of 1.7% in the same period of 2024.
Nationally, shopping mall sales at current prices in the month of
June 2025 relevant to the survey reached a total of ARS 592,710
million, which represents an increase of 27.8% compared to June
2024. Accumulated sales for the first six months of 2025 represent
a 205.8% increase in current terms and a 1.7% decrease in real
terms as compared to the same period of 2024. The monthly EMAE as
of September 30, 2025, increased by 0.5% compared to the previous
month and increased 5.0% compared to the same month in 2024. As of
June 30, 2025, the unemployment rate was at 7.6% of the
country’s economically active population, compared to 7.6% as
of June 30, 2024. On the other hand, in the second quarter of 2025,
the activity rate stood at 48.1% compared to 48.5% in the same
quarter of the previous year, while the employment rate was 44.5%
compared to 44.8% in the second quarter of 2024.
Changes in short- and long-term interest rates,
unemployment and inflation rates may reduce the availability of
consumer credit and the purchasing power of individuals who
frequent shopping malls. These factors, combined with low GDP
growth, may reduce general consumption rates at our shopping malls.
Since most of the lease agreements at our shopping malls, our main
source of revenue, require tenants to pay a percentage of their
total sales as rent, a general reduction in consumption may reduce
our revenue. Additionally, a reduction in the number of shoppers at
our shopping malls and, consequently, in the demand for parking,
may also reduce our revenue from services
rendered.
Effects of inflation
The
following are annual inflation rates during the fiscal years
indicated, based on information published by the INDEC, an
entity dependent of the
Argentine Ministry of Treasury.
|
|
|
|
|
Fiscal
year ended June 30,
|
|
|
2023
|
115.6%
|
112.8%
|
|
2024
|
271.5%
|
284.4%
|
|
2025
|
39.4%
|
21.2%
|
|
As
of September 30,
|
|
|
2024
|
209.0%
|
197.3%
|
|
2025
|
31.8%
|
24.2%
|
|
As
of September 30,
|
|
|
2024
|
12.2%
|
7.4%
|
|
2025
|
6.0%
|
9.9%
|
TABLE OF CONTENTS
The
current structure of IRSA lease contracts for shopping mall tenants
generally includes provisions that provide for payment of variable
rent, which is a percentage of IRSA’s shopping mall tenants’
sales. Therefore, the projected cash flows for these shopping malls generally are highly
correlated with GDP growth and consumption
power.
For
the leases of spaces at our shopping malls we use for most tenants
a standard lease agreement, the terms and conditions of which are
described elsewhere in this report on Form 6-K. 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.
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., it 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 Argentine 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
Argentine Pesos.
Seasonality
Our
urban business is directly affected by seasonality, influencing the
level of our tenants’ sales. During Argentine summer holidays
(January and February) our tenants’ sales typically reach
their lowest level, whereas during winter holidays (July) and
Christmas (December) they reach their maximum level. Clothing
retailers generally change their collections in spring and autumn,
positively affecting our shopping malls’ sales. Discount
sales at the end of each season
are also one of the main seasonal factors affecting our
business.
Effects of interest rate fluctuations
Most of
our U.S. dollar-denominated debt accrues interest at a fixed rate.
An increase in interest rates will result in a significant
increase in our financing costs and
may materially affect our financial condition or our results of
operations.
In addition, a significant increase of interest
rates could deteriorate the terms and conditions in which our
tenants obtain financing from banks and financial
institutions in the market. As a consequence of that, if they
suffer liquidity problems the collection of our lease contracts
could be affected by an increase in the level of
delinquency.
Effects of foreign currency fluctuations
A
significant portion of our financial debt is denominated in U.S.
dollars. Therefore, a devaluation or depreciation of the Argentine
Peso against the U.S. dollar would increase our indebtedness
measured in Argentine 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 Argentine Peso against the U.S. dollar would increase the
risk of delinquency on our lease receivables.
TABLE OF CONTENTS
As discussed above, we calculate the fair
market value of our office properties based on comparable sales
transactions. Typically, real estate transactions in Argentina are
transacted in U.S. dollars. Therefore, a devaluation or
depreciation of the Argentine Peso against the U.S. dollar would
increase the value of our real estate properties measured in
Argentine Pesos and an appreciation of the Argentine Peso would
have the opposite effect. In addition, foreign currency exchange
restrictions imposed by the 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.
Fluctuations in the market value of our investment properties as a
result of revaluations
Currently, our
interests in investment properties are revalued quarterly. Any
increase or decrease in the fair value of our investment
properties, based on appraisal reports prepared by appraisers, is
recorded in our consolidated statement of income and other comprehensive income for the
fiscal year during which the revaluation occurs. The revaluation of
our properties may therefore result in significant fluctuations in
the results of our operations.
Property values are affected by, among
other factors:
a)
shopping malls, which are mainly impacted by the discount rate used
(WACC), the projected GDP growth and the projected inflation and
devaluation of the Argentine Peso for future periods.
b)
office buildings, other rental properties, land reserves and
buildable potentials, which are mostly impacted by the supply and
demand of comparable properties and the U.S. dollar / Argentine
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” in our
Annual Report and then determined in Argentine Pesos (our functional and presentation
currency).
In the past, purchases and sales of office
buildings were usually settled in U.S. dollars, However, as a
consequence of the restrictions imposed by the Central Bank on
foreign exchange transactions, purchases and sales of office
buildings and other properties are now usually settled in Argentine
Pesos, using an implicit exchange rate that is higher than the
official one (as it was the case in the operations carried out by
IRSA in the last two years).
Factors Affecting Comparability of our Results
Comparability of information
Office buildings
During
the year ended June 30, 2020, we incorporated as an investment
property the building “Della Paolera” located in
Catalinas District in Buenos Aires. It consists of 35,208 square
meters of GLA over 30 office floors and includes 316 parking spaces
in 4 basements. During the fiscal years 2025, 2024 and 2023, we
sold and transferred floors of the building for a total area of
approximately 1,197 sqm, 3,579 sqm and 9,500 sqm respectively. On
October 15, 2024, we informed that we have sold a floor of the
“261 Della Paolera” for a total leasable area of
approximately 1,197 sqm and 8 parking lots located in the building.
As of September 30, 2025, we retain our rights for three floors of the building with an approximate
leasable area of 3,740 sqm.
On
April 19, 2022, we sold 100% of the “República”
building, located next to the “Catalinas Norte” area in
the City of Buenos Aires. The tower has 19,885 sqm of GLA on 20
office floors and 178 parking spaces.
On July 24, 2023, we sold the “Suipacha
652/64” office building, located in the Microcentro district
of the Autonomous City of Buenos Aires. The class B
building, with seven office floors and 62 parking lots, acquired by
IRSA in 1991, has a GLA of 11,465 sqm, which was vacant at the
moment of the transaction.
TABLE OF
CONTENTS
Shopping Malls
During
the fiscal years ended June 30, 2024 and 2023, we maintained
the same portfolio of operating shopping malls.
During
the fiscal year ended June 30, 2025, we incorporated
“Terrazas de Mayo” to our portfolio after we completed
its acquisition on December 3, 2024. This property is located in
the Malvinas Argentinas district, northwest of Greater Buenos
Aires. The shopping mall has approximately 33,720 GLA
sqm.
On
September 17, 2025, we completed the acquisition of the “Al
Oeste” shopping mall through the signing of the acquisition
deed and the transfer of operations. This property is located at
the intersection of Luis Güemes and Presidente Perón
Avenues, in the town of Haedo, Morón district, west of Greater
Buenos Aires. The shopping mall is currently underutilized in terms
of occupancy and commercial activity, and within the framework of
the 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 next
year. The “Al Oeste” shopping mall 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.
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
our Chief Operating Decision Maker (“CODM”). According
to IFRS Accounting Standards 8, the CODM represents a function
whereby strategic decisions are made and resources are assigned.
The CODM function is carried out by the President of the Company,
Mr. Eduardo S. Elsztain.
Segment
information is reported from the perspective of products and
services, considering separately the various activities being
developed, which represent reporting operating segments given the
nature of its products, services, operations and
risks.
Below
is the segment information which was
prepared as follows:
The Company operates in the following
segments:
●
The
“Shopping Malls”
segment includes results principally comprised of lease and service
revenues related to rental of commercial space and other spaces in
the shopping malls of the Company.
●
The “Offices” segment includes
the operating results from lease revenues of offices and other
service revenues related to the office activities.
●
The “Sales and Developments”
segment includes the operating results of the development,
maintenance and sales of undeveloped parcels of land and/or trading
properties. Real estate sales results and other rental spaces are
also included.
●
The
“Hotels” segment
includes the operating results mainly comprised of room, catering
and restaurant revenues.
●
The “Others” segment includes
the entertainment activities through La Arena S.A., La Rural S.A.
and Centro de Convenciones Buenos Aires (concession), We Are Appa
and the financial activities carried out through BHSA / BACS, as
well as other investments in associates.
The
CODM periodically reviews the operating results and certain asset
categories and assesses performance of operating segments based on
a measure of profit or loss of the segment composed by the
operating income plus the share of profit / (loss) of joint
ventures and associates. The valuation criteria used in preparing
this information are consistent with IFRS Accounting Standards used for the
preparation of our Audited Consolidated Financial Statements,
except for the following:
TABLE OF CONTENTS
●
Operating results
from joint ventures are evaluated by the CODM applying proportional
consolidation method. Under this method the profit/loss generated
and assets are reported in the Statement of Income line-by-line
based on the percentage held in joint ventures rather than in a
single item as required by IFRS Accounting Standards. Management
believes that the proportional consolidation method provides more
useful information to understand the business return. On the other
hand, the investment in the joint venture La Rural S.A. is
accounted for under the equity method since this method is
considered to provide more accurate information in this
case.
●
Operating results
from Shopping Malls and Offices segments do not include the amounts
pertaining to building administration expenses and FPC as well as
total recovered costs, whether by way of expenses or other concepts
included under financial results (for example default interest and
other concepts). The CODM examines the net amount from these items
(total surplus or deficit between building administration expenses
and FPC and recoverable expenses).
The
assets’ categories examined by the CODM are: investment
properties, property, plant and equipment, trading properties,
inventories, right to receive future units under barter agreements,
investment in associates and goodwill. The sum of these assets,
classified by business segment, is reported under “assets by
segment”. Assets are allocated to each segment based on the operations and/or their
physical location.
Most
revenue from its operating segments is derived from, and their
assets are located in, Argentina, except for some share of profit /
(loss) of associates included in the “Others” segment
located in the United States.
Revenues
for each reporting segment derive from a large and diverse client
base and, therefore, there is no revenue concentration in any
particular segment.
Below is a summary of the Company’s
operating segments and a reconciliation between the operating
income according to segment information and the operating income of
the Statements of Income and Other Comprehensive Income of the
Company for the three-month periods ended September 30, 2025 and
2024:
|
|
Three-month
period ended September 30, 2025
|
|
|
|
|
Expensesand collectivepromotion funds
|
Elimination of inter-segment transactions and non-reportable assets
/ liabilities (2)
|
Total as per statement of income / statement of financial
position
|
|
|
|
|
Revenues
|
103,202
|
(610)
|
26,667
|
—
|
129,259
|
|
Costs
|
(23,172)
|
64
|
(26,795)
|
—
|
(49,903)
|
|
Gross profit / (loss)
|
80,030
|
(546)
|
(128)
|
—
|
79,356
|
|
Net
gain / (loss) from fair value adjustment of investment
properties
|
219,665
|
270
|
—
|
—
|
219,935
|
|
General
and administrative expenses
|
(16,441)
|
71
|
—
|
63
|
(16,307)
|
|
Selling
expenses
|
(6,321)
|
26
|
—
|
—
|
(6,295)
|
|
Other
operating results, net
|
(2,479)
|
(3)
|
128
|
(63)
|
(2,417)
|
|
Profit from operations
|
274,454
|
(182)
|
—
|
—
|
274,272
|
|
Share
of (loss) / profit of associates and joint ventures
|
(4,492)
|
565
|
—
|
—
|
(3,927)
|
|
Segment profit / (loss)
|
269,962
|
383
|
—
|
—
|
270,345
|
|
Reportable
assets
|
3,143,667
|
(2,404)
|
—
|
681,860
|
3,823,123
|
|
Reportable
liabilities (i)
|
—
|
—
|
—
|
(1,888,125)
|
(1,888,125)
|
|
Net reportable assets
|
3,143,667
|
(2,404)
|
—
|
(1,206,265)
|
1,934,998
|
TABLE OF CONTENTS
|
|
Three-month
period ended September 30, 2024
|
|
|
|
|
Expensesand collectivepromotion funds
|
Elimination of inter-segment transactions and non-reportable assets
/ liabilities (2)
|
Total as per statement of income / statement of financial
position
|
|
|
|
|
Revenues
|
95,517
|
(560)
|
23,457
|
—
|
118,414
|
|
Costs
|
(19,230)
|
55
|
(23,591)
|
—
|
(42,766)
|
|
Gross profit / (loss)
|
76,287
|
(505)
|
(134)
|
—
|
75,648
|
|
Net
loss from fair value adjustment of investment
properties
|
(297,289)
|
178
|
—
|
—
|
(297,111)
|
|
General
and administrative expenses
|
(14,759)
|
87
|
—
|
41
|
(14,631)
|
|
Selling
expenses
|
(5,767)
|
36
|
—
|
—
|
(5,731)
|
|
Other
operating results, net
|
(5,348)
|
(4)
|
62
|
(41)
|
(5,331)
|
|
(Loss) / profit from operations
|
(246,876)
|
(208)
|
(72)
|
—
|
(247,156)
|
|
Share
of profit of associates and joint ventures
|
10,444
|
310
|
—
|
—
|
10,754
|
|
Segment loss
|
(236,432)
|
102
|
(72)
|
—
|
(236,402)
|
|
Reportable
assets
|
2,593,920
|
684
|
—
|
418,026
|
3,012,630
|
|
Reportable
liabilities (i)
|
—
|
—
|
—
|
(1,476,974)
|
(1,476,974)
|
|
Net reportable assets
|
2,593,920
|
684
|
—
|
(1,058,948)
|
1,535,656
|
(1) Represents the
equity value of joint ventures that were proportionately
consolidated for segment information.
(2) Includes
deferred income tax assets, income tax credits, trade and other
receivables, investment in financial assets, cash and cash
equivalents and intangible assets except for rights to receive
future units under barter agreements, net of investments in
associates with negative equity which are included in provisions in
the amount of ARS 99 as of September 30, 2025.
(i) The CODM
focuses its review on reportable assets.
Below
is a summarized analysis of our
operating segments for the three-month periods ended September 30,
2025 and 2024:
|
|
Three-month
period ended September 30, 2025
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
72,823
|
6,085
|
4,052
|
17,787
|
2,455
|
103,202
|
|
Costs
|
(6,322)
|
(574)
|
(3,368)
|
(12,110)
|
(798)
|
(23,172)
|
|
Gross profit
|
66,501
|
5,511
|
684
|
5,677
|
1,657
|
80,030
|
|
Net
gain / (loss) from fair value adjustment of investment
properties
|
63,953
|
45,623
|
110,294
|
—
|
(205)
|
219,665
|
|
General
and administrative expenses
|
(8,050)
|
(497)
|
(3,625)
|
(2,628)
|
(1,641)
|
(16,441)
|
|
Selling
expenses
|
(3,716)
|
(217)
|
(723)
|
(1,268)
|
(397)
|
(6,321)
|
|
Other
operating results, net
|
468
|
147
|
70
|
(169)
|
(2,995)
|
(2,479)
|
|
Profit / (loss) from operations
|
119,156
|
50,567
|
106,700
|
1,612
|
(3,581)
|
274,454
|
|
Share
of loss of associates and joint ventures
|
—
|
—
|
—
|
—
|
(4,492)
|
(4,492)
|
|
Segment profit / (loss)
|
119,156
|
50,567
|
106,700
|
1,612
|
(8,073)
|
269,962
|
|
|
|
|
|
|
|
|
|
Investment
properties and trading properties
|
1,610,386
|
314,334
|
979,799
|
—
|
2,040
|
2,906,559
|
|
Investment
in associates and joint ventures
|
—
|
—
|
—
|
—
|
175,660
|
175,660
|
|
Other
operating assets
|
5,398
|
534
|
120
|
48,069
|
7,327
|
61,448
|
|
Reportable
assets
|
1,615,784
|
314,868
|
979,919
|
48,069
|
185,027
|
3,143,667
|
TABLE OF CONTENTS
|
|
Three-month
period ended September 30, 2024
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
68,304
|
5,403
|
1,926
|
18,212
|
1,672
|
95,517
|
|
Costs
|
(4,829)
|
(378)
|
(1,821)
|
(11,127)
|
(1,075)
|
(19,230)
|
|
Gross profit
|
63,475
|
5,025
|
105
|
7,085
|
597
|
76,287
|
|
Net
loss from fair value adjustment of investment
properties
|
(7,344)
|
(89,257)
|
(200,443)
|
—
|
(245)
|
(297,289)
|
|
General
and administrative expenses
|
(6,685)
|
(551)
|
(2,609)
|
(3,231)
|
(1,683)
|
(14,759)
|
|
Selling
expenses
|
(3,256)
|
(126)
|
(555)
|
(1,390)
|
(440)
|
(5,767)
|
|
Other
operating results, net
|
(96)
|
(86)
|
(9,039)
|
(71)
|
3,944
|
(5,348)
|
|
Profit / (loss) from operations
|
46,094
|
(84,995)
|
(212,541)
|
2,393
|
2,173
|
(246,876)
|
|
Share
of profit of associates and joint ventures
|
—
|
—
|
—
|
—
|
10,444
|
10,444
|
|
Segment profit / (loss)
|
46,094
|
(84,995)
|
(212,541)
|
2,393
|
12,617
|
(236,432)
|
|
|
|
|
|
|
|
|
|
Investment
properties and trading properties
|
1,022,759
|
353,143
|
892,370
|
—
|
2,914
|
2,271,186
|
|
Investment
in associates and joint ventures
|
—
|
—
|
—
|
—
|
192,336
|
192,336
|
|
Other
operating assets
|
4,895
|
511
|
70,648
|
46,944
|
7,400
|
130,398
|
|
Reportable assets
|
1,027,654
|
353,654
|
963,018
|
46,944
|
202,650
|
2,593,920
|
TABLE OF CONTENTS
Results of operations for the three-month period ended September
30, 2025 compared with the three-month period ended September 30,
2024
Below
is a summary of the Company’s operating segments and a
reconciliation between the total of the operating result according
to the information by segments and the operating result according
to the income statement for the three-month periods ended September
30, 2025 and 2024.
|
|
Total Segment Information
|
|
Expenses and Collective Promotion Fund
|
Inter-segment eliminations and non-reportable assets /
liabilities
|
Total income statement / statement of financial
position
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
103,202
|
95,517
|
7,685
|
(610)
|
(560)
|
(50)
|
26,667
|
23,457
|
3,210
|
—
|
—
|
—
|
129,259
|
118,414
|
10,845
|
|
Costs
|
(23,172)
|
(19,230)
|
(3,942)
|
64
|
55
|
9
|
(26,795)
|
(23,591)
|
(3,204)
|
—
|
—
|
—
|
(49,903)
|
(42,766)
|
(7,137)
|
|
Gross profit / (loss)
|
80,030
|
76,287
|
3,743
|
(546)
|
(505)
|
(41)
|
(128)
|
(134)
|
6
|
—
|
—
|
—
|
79,356
|
75,648
|
3,708
|
|
Net gain /
(loss) from fair value adjustment of investment
properties
|
219,665
|
(297,289)
|
516,954
|
270
|
178
|
92
|
—
|
—
|
—
|
—
|
—
|
—
|
219,935
|
(297,111)
|
517,046
|
|
General and
administrative expenses
|
(16,441)
|
(14,759)
|
(1,682)
|
71
|
87
|
(16)
|
—
|
—
|
—
|
63
|
41
|
22
|
(16,307)
|
(14,631)
|
(1,676)
|
|
Selling
expenses
|
(6,321)
|
(5,767)
|
(554)
|
26
|
36
|
(10)
|
—
|
—
|
—
|
—
|
—
|
—
|
(6,295)
|
(5,731)
|
(564)
|
|
Other
operating results, net
|
(2,479)
|
(5,348)
|
2,869
|
(3)
|
(4)
|
1
|
128
|
62
|
66
|
(63)
|
(41)
|
(22)
|
(2,417)
|
(5,331)
|
2,914
|
|
Profit / (loss) from operations
|
274,454
|
(246,876)
|
521,330
|
(182)
|
(208)
|
26
|
—
|
(72)
|
72
|
—
|
—
|
—
|
274,272
|
(247,156)
|
521,428
|
|
Share of
(loss) / profit of associates and joint
ventures
|
(4,492)
|
10,444
|
(14,936)
|
565
|
310
|
255
|
—
|
—
|
—
|
—
|
—
|
—
|
(3,927)
|
10,754
|
(14,681)
|
|
Segment profit / (loss)
|
269,962
|
(236,432)
|
506,394
|
383
|
102
|
281
|
—
|
(72)
|
72
|
—
|
—
|
—
|
270,345
|
(236,402)
|
506,747
|
|
Reportable
assets
|
3,143,667
|
2,593,920
|
549,747
|
(2,404)
|
684
|
(3,088)
|
—
|
—
|
—
|
681,860
|
418,026
|
263,834
|
3,823,123
|
3,012,630
|
810,493
|
|
Reportable
liabilities
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
(1,888,125)
|
(1,476,974)
|
(411,151)
|
(1,888,125)
|
(1,476,974)
|
(411,151)
|
|
Net reportable assets
|
3,143,667
|
2,593,920
|
549,747
|
(2,404)
|
684
|
(3,088)
|
—
|
—
|
—
|
(1,206,265)
|
(1,058,948)
|
(147,317)
|
1,934,998
|
1,535,656
|
399,342
|
Below
is a summary analysis of our operating segments by products and
services for the three-month periods ended September 30, 2025 and
2024.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
72,823
|
68,304
|
4,519
|
6,085
|
5,403
|
682
|
4,052
|
1,926
|
2,126
|
17,787
|
18,212
|
(425)
|
2,455
|
1,672
|
783
|
103,202
|
95,517
|
7,685
|
|
Costs
|
(6,322)
|
(4,829)
|
(1,493)
|
(574)
|
(378)
|
(196)
|
(3,368)
|
(1,821)
|
(1,547)
|
(12,110)
|
(11,127)
|
(983)
|
(798)
|
(1,075)
|
277
|
(23,172)
|
(19,230)
|
(3,942)
|
|
Gross profit / (loss)
|
66,501
|
63,475
|
3,026
|
5,511
|
5,025
|
486
|
684
|
105
|
579
|
5,677
|
7,085
|
(1,408)
|
1,657
|
597
|
1,060
|
80,030
|
76,287
|
3,743
|
|
Net gain /
(loss) from fair value adjustment of investment
properties
|
63,953
|
(7,344)
|
71,297
|
45,623
|
(89,257)
|
134,880
|
110,294
|
(200,443)
|
310,737
|
—
|
—
|
—
|
(205)
|
(245)
|
40
|
219,665
|
(297,289)
|
516,954
|
|
General and
administrative expenses
|
(8,050)
|
(6,685)
|
(1,365)
|
(497)
|
(551)
|
54
|
(3,625)
|
(2,609)
|
(1,016)
|
(2,628)
|
(3,231)
|
603
|
(1,641)
|
(1,683)
|
42
|
(16,441)
|
(14,759)
|
(1,682)
|
|
Selling
expenses
|
(3,716)
|
(3,256)
|
(460)
|
(217)
|
(126)
|
(91)
|
(723)
|
(555)
|
(168)
|
(1,268)
|
(1,390)
|
122
|
(397)
|
(440)
|
43
|
(6,321)
|
(5,767)
|
(554)
|
|
Other
operating results, net
|
468
|
(96)
|
564
|
147
|
(86)
|
233
|
70
|
(9,039)
|
9,109
|
(169)
|
(71)
|
(98)
|
(2,995)
|
3,944
|
(6,939)
|
(2,479)
|
(5,348)
|
2,869
|
|
Profit / (loss) from operations
|
119,156
|
46,094
|
73,062
|
50,567
|
(84,995)
|
135,562
|
106,700
|
(212,541)
|
319,241
|
1,612
|
2,393
|
(781)
|
(3,581)
|
2,173
|
(5,754)
|
274,454
|
(246,876)
|
521,330
|
|
Share of
(loss) / profit of associates and joint
ventures
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
(4,492)
|
10,444
|
(14,936)
|
(4,492)
|
10,444
|
(14,936)
|
|
Segment profit / (loss)
|
119,156
|
46,094
|
73,062
|
50,567
|
(84,995)
|
135,562
|
106,700
|
(212,541)
|
319,241
|
1,612
|
2,393
|
(781)
|
(8,073)
|
12,617
|
(20,690)
|
269,962
|
(236,432)
|
506,394
|
|
Reportable
assets
|
1,615,784
|
1,027,654
|
588,130
|
314,868
|
353,654
|
(38,786)
|
979,919
|
963,018
|
16,901
|
48,069
|
46,944
|
1,125
|
185,027
|
202,650
|
(17,623)
|
3,143,667
|
2,593,920
|
549,747
|
|
Reportable
liabilities
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
|
Net reportable assets
|
1,615,784
|
1,027,654
|
588,130
|
314,868
|
353,654
|
(38,786)
|
979,919
|
963,018
|
16,901
|
48,069
|
46,944
|
1,125
|
185,027
|
202,650
|
(17,623)
|
3,143,667
|
2,593,920
|
549,747
|
TABLE OF CONTENTS
Revenues
Shopping Malls.
Revenues from the Shopping Malls
segment increased by 6.6% from ARS 68,304 million
during the three-month period ended
September 30, 2024, to ARS 72,823 million during the three-month
period ended September 30, 2025. Rental income increased by 3.8%
compared to the three-month period ended September 30, 2024,
primarily attributable to revenues generated by the recently
acquired Terrazas de Mayo shopping mall. During the three-month
period ended September 30, 2025, the increase in revenues was
mainly due to: (i) an increase of ARS 7,378 million in base rental
revenues, driven by improved contractual terms; (ii) an increase of
ARS 1,127 million in parking revenues as a result of tariff
increases above inflation; (iii) an increase of ARS 906 million in
admission rights, derived from changes in contractual conditions
during the three-month period ended September 30, 2025; (iv) an
increase of ARS 305 million in commissions; (v) an increase of ARS
63 million in management and administrative services; partially
offset by (vi) a decrease of ARS 5,277 million in contingent rental
revenues.
Offices. Revenues from the Offices segment
increased by 12.6% from ARS 5,403 million during the three-month
period ended September 30, 2024, to ARS 6,085 million during the
three-month period ended September 30, 2025. This variation is
mainly explained by a 12.0% increase in lease revenues, from ARS
5,377 million during the three-month period ended September 30,
2024, to ARS 6,021 million during the three-month period ended
September 30, 2025. The increase is mainly explained by higher
occupancy levels, together with an adjustment in USD-denominated
rental rates, primarily driven by the new “Workplace by
IRSA” office spaces at Dot Building. In addition, the
evolution of the exchange rate recorded a variation above the
inflation rate, generating a positive impact on the Offices segment
revenues.
Sales and
Developments.Revenues from the Sales and Developments
segment recorded a 110.4% increase from ARS 1,926 million during
the three-month period ended September 30, 2024, to ARS 4,052
million during the three-month period ended September 30, 2025. The
increase was mainly due to: (i) an increase of ARS 2,192 million in
revenues from the sale of trading properties, as a result of the
assignment of rights over one lot in the “Nuevo Quilmes
2” neighborhood, five units in the “Human Abasto
Tower”, one unit and two parking spaces in the
“DeAlcorta” building, as well as the sale of a plot of
land located in Tigre; (ii) an increase of ARS 161 million in
commissions; partially offset by (iii) a decrease of ARS 141
million in base rental revenues; (iv) a decrease of ARS 41 million
in contingent rental revenues; (v) a decrease of ARS 26 million in
management and administrative services; and (vi) a decrease of ARS
19 million in the revenue from averaging of scheduled rent
escalation.
Hotels. Revenues from our Hotels segment
decreased by 2.3% from ARS 18,212 million during the three-month
period ended September 30, 2024, to ARS 17,787 million during the
three-month period ended September 30, 2025, mainly due to lower
occupancy levels. This decrease is explained by a decline in
international tourism arrivals as a result of reduced currency
competitiveness in the country.
Others. Revenues from the Others segment
increased by 46.8% from ARS 1,672 million during the three-month
period ended September 30, 2024, to ARS 2,455 million during the
three-month period ended September 30, 2025, mainly due to the greater number of congresses and
fairs held at the Buenos Aires Convention Centre (LA RURAL S.A. -
OFC S.R.L. - OGDEN S.A - ENTRETENIMIENTO UNIVERSAL S.A. -
Unión transitoria - (administrator of the Convention and
Exhibition Centre of the City of Buenos Aires)) and the fee charged
by We are Appa for the services of the application
¡appa! for promotions and actions
of the Shopping Malls.
TABLE OF CONTENTS
Costs
Shopping Malls. Costs associated with
the Shopping Malls segment increased by 30.9%, from ARS 4,829
million during the three-month period ended September 30, 2024, to
ARS 6,322 million during the three-month period ended September 30,
2025, primarily due to higher activity levels at the shopping
malls, which led to higher operating costs, mainly as a result of:
(i) an increase of ARS 508 million in salaries, social security
charges and other personnel administrative expenses; (ii) an
increase of ARS 469 million in amortization and depreciation
charges; (iii) an increase of ARS 357 million in taxes; (iv) an
increase of ARS 335 million in maintenance, security, cleaning,
repairs and related expenses; (v) an increase of ARS 186 million in
rents and expenses; partially offset by (vi) a decrease of ARS 382
million in fees and compensations for services. Costs associated
with the Shopping Malls segment, measured as a percentage of the
revenues from this segment, increased from 7.1% during the
three-month period ended September 30, 2024, to 8.7% during the
three-month period ended September 30, 2025.
Offices. Costs associated with the
Offices segment increased by 51.9%, from ARS 378 million during the
three-month period ended September 30, 2024, to ARS 574 million
during the three-month period ended September 30, 2025, mainly due
to: (i) an increase of ARS 89 million in maintenance, security,
cleaning, repairs and related expenses; (ii) an increase of ARS 52
million in rents and expenses; (iii) an increase of ARS 27 million
in amortization and depreciation charges; (iv) an increase of ARS
36 million in travel, transportation and stationery; partially
offset by (v) a decrease of ARS 8 million in fees and compensations
for services. Costs associated with the Offices segment, measured
as a percentage of the revenues from this segment, increased from
7.0% during the three-month period ended September 30, 2024, to
9.4% during the three-month period ended September 30,
2025.
Sales and Developments. Costs associated
with our Sales and Developments segment recorded a 85.0% increase
from ARS 1,821 million during the three-month period ended
September 30, 2024, to ARS 3,368 million during the three-month
period ended September 30, 2025, mainly due to: (i) an increase of
ARS 1,461 million in cost of goods sold and services, mainly
explained by the assignment of rights over one lot in the
“Nuevo Quilmes 2” neighborhood, five units in the
“Human Abasto Tower”, one unit and two parking spaces
in the “DeAlcorta” building, as well as the sale of a
plot of land located in Tigre; (ii) an increase of ARS 108 million
in taxes; (iii) an increase of ARS 72 million in rents and
expenses; (iv) an increase of ARS 63 million in fees and
compensations for services; (v) an increase of ARS 55 million in
salaries, social security charges and other personnel
administrative expenses; partially offset by (vi) a decrease of ARS
201 million in maintenance, security, cleaning, repairs and related
expenses;and (vii) a decrease of ARS 12 million in travel,
transportation and stationery. Costs in the Sales and Developments
segment, measured as a percentage of revenues from this segment,
decreased from 94.5% during the three-month period ended September
30, 2024, to 83.1% during the three-month period ended September
30, 2025.
Hotels. Costs in the Hotels segment
increased by 8.8%, from ARS 11,127 million during the three-month
period ended September 30, 2024, to ARS 12,110 million during the
three-month period ended September 30, 2025, mainly as a result of:
(i) an increase of ARS 941 million in salaries, social security
charges and other personnel administrative expenses; (ii) an
increase of ARS 44 million in food, beverages and other hotel
expenses; (iii) an increase of ARS 36 million in fees and
compensations for services; (iv) an increase of ARS 36 million in
travel, transportation and stationery; (v) an increase of ARS 16
million in rents and expenses; (vi) an increase of ARS 9 million in
taxes; partially offset by (vii) a decrease of ARS 62 million in
maintenance, security, cleaning, repairs and related expenses; and
(viii) a decrease of ARS 33 million in other charges. Costs in the
Hotels segment, measured as a percentage of revenues from this
segment, increased from 61.1% during the three-month period ended
September 30, 2024, to 68.1% during the three-month period ended
September 30, 2025.
TABLE OF CONTENTS
Others. Costs in the Others segment
decreased by 25.8%, from ARS 1,075 million during the three-month
period ended September 30, 2024, to ARS 798 million during the
three-month period ended September 30, 2025, mainly due to: (i) a
decrease of ARS 354 million in amortization and depreciation
charges; (ii) a decrease of ARS 42 million in other charges; (iii)
a decrease of ARS 27 million in taxes; (iv) a decrease of ARS 22
million in travel, transportation and stationery; (v) a decrease of
ARS 19 million in maintenance, security, cleaning, repairs and
related expenses; partially offset by (vi) an increase of ARS 185
million in fees and compensations for services. Costs in the Others
segment, measured as a percentage of revenues from this segment,
decreased from 64.3% during the three-month period ended September
30, 2024, to 32.5% during the three-month period ended September
30, 2025.
Gross profit
Shopping Malls. Gross profit from the
Shopping Malls segment increased by 4.8%, from a profit of ARS
63,475 million during the three-month period ended September 30,
2024, to an ARS 66,501 million profit during the three-month period
ended September 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 92.9% positive during the three-month period ended
September 30, 2024, to 91.3% positive during the three-month period
ended September 30, 2025.
Offices. Gross profit from the Offices
segment increased by 9.7%, from a profit of ARS 5,025 million
during the three-month period ended September 30, 2024, to an ARS
5,511 million profit during the three-month period ended September
30, 2025. Gross profit from the Offices segment, measured as a
percentage of revenues from this segment, decreased from 93.0%
positive during the three-month period ended September 30, 2024, to
90.6% positive during the three-month period ended September 30,
2025.
Sales and developments. Gross profit
from the Sales and Developments segment increased by 551.4%, from a
profit of ARS 105 million during the three-month period ended
September 30, 2024, to an ARS 684 million profit during the
three-month period ended September 30, 2025. Gross profit from the
Sales and Developments segment, measured as a percentage of
revenues from this segment, increased from 5.5% positive during the
three-month period ended September 30, 2024, to 16.9% positive
during the three-month period ended September 30,
2025.
Hotels. Gross profit from the Hotels
segment decreased by 19.9%, from a profit of ARS 7,085 million
during the three-month period ended September 30, 2024, to an ARS
5,677 million profit during the three-month period ended September
30, 2025. Gross profit from the Hotels segment, measured as a
percentage of revenues from this segment, decreased from 38.9%
positive during the three-month period ended September 30, 2024, to
31.9% positive during the three-month period ended September 30,
2025.
Others. Gross profit from the Others
segment increased by 177.6%, from a profit of ARS 597 million
during the three-month period ended September 30, 2024, to an ARS
1,657 million profit during the three-month period ended September
30, 2025. Gross profit from the Others segment, measured as a
percentage of revenues from this segment, increased from 35.7%
positive during the three-month period ended September 30, 2024, to
67.5% positive during the three-month period ended September 30,
2025.
The
variations described in this section relate to the previously
mentioned effects on revenues and costs.
Net gain / (loss) from fair value adjustment of investment
properties
Total
consolidated net gain / (loss) from fair value adjustment of
investment properties, according to the income statement, increased
by ARS 517,046 million, from a net loss of ARS 297,111 million
during the three-month period ended September 30, 2024, to a net
profit of ARS 219,935 million during the three-month period ended
September 30, 2025.
TABLE OF CONTENTS
According to
information by segments, the net gain / (loss) from fair value
adjustment of investment properties went from a loss of ARS 297,289
million (out of which an ARS 7,344 million loss derives from our
Shopping Malls segment; an ARS 89,257 million loss from our Offices
segment; an ARS 200,443 million loss from our Sales and
Developments segment and an ARS 245 million loss from our Others
segment) during the three-month period ended September 30, 2024, to
a gain of ARS 219,665 million during the three-month period ended
September 30, 2025 (out of which an ARS 63,953 million profit
derives from our Shopping Malls segment; an ARS 45,623 million gain
from our Offices segment; an ARS 110,294 million gain from our
Sales and Developments segment and an ARS 205 million loss from our
Others segment).
The net
impact on the Argentine Peso values of our shopping malls was
primarily attributable to: (i) a negative net result of ARS 73,514
million due to the variation in the projected revenue growth rate,
the conversion into U.S. dollars of projected cash flows in pesos
based on the projected exchange rate assumptions used in the cash
flow model, and the change in the valuation date; (ii) a positive
impact of ARS 202,907 million resulting from the translation into
pesos of the U.S. dollar value of the shopping malls, using the
closing exchange rate of the period; and (iii) a decrease of 9
basis points in the discount rate used for the projected cash flows
and of 11 basis points in the discount rate used for the
perpetuity, mainly resulting from a reduction in the country-risk
components of the WACC discount rate used to discount the cash
flows, which generated an increase of ARS 17,356 million in the
value of the shopping malls.
The
Argentine market for offices, land reserves and other properties is
a liquid market, in which a significant number of counterparties
participate, carrying out sale-purchase transactions on a frequent
basis. 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 Others
segments, with the price per square meter being the most
representative metric. In our Offices and Sales and Developments
segments, the value measured in real terms increased by 18.24%
during the three-month period ended September 30, 2025, due to the
variation in the implicit exchange rate during the period, which
was above inflation. In addition, the impact of sales and
acquisitions during the period is also reflected.
General and administrative expenses
Shopping Malls. General and
administrative expenses of Shopping Malls increased by 20.4%, from
ARS 6,685 million during the three-month period ended September 30,
2024, to ARS 8,050 million during the three-month period ended
September 30, 2025, mainly due to: (i) an increase of ARS 1,088
million in salaries, social security charges and other personnel
administrative expenses as a result of higher bonuses; (ii) an
increase of ARS 156 million in fees and compensations for services;
(iii) an increase of ARS 120 million in rents and expenses; (iv) an
increase of ARS 40 million in travel, transportation and
stationery; (v) an increase of ARS 33 million in directors’
fees; partially offset by (vi) a decrease of ARS 49 million in
maintenance, security, cleaning, repairs and related expenses; and
(vii) a decrease of ARS 26 million in bank expenses. General and
Administrative expenses of Shopping Malls, measured as a percentage
of revenues from such segment, increased from 9.8% during the
three-month period ended September 30, 2024, to 11.1% during the
three-month period ended September 30, 2025.
Offices. General and administrative
expenses of our Offices segment decreased by 9.8%, from ARS 551
million during the three-month period ended September 30, 2024, to
ARS 497 million during the three-month period ended September 30,
2025, mainly due to: (i) a decrease of ARS 38 million in
directors’ fees; (ii) a decrease of ARS 13 million in
maintenance, security, cleaning, repairs and related expenses;
(iii) a decrease of ARS 7 million in fees and compensations for
services; partially offset by (iv) an increase of ARS 4 million in
bank expenses; (v) an increase of ARS 6 million in salaries, social
security charges and other personnel administrative expenses; and
(vi) an increase of ARS 4 million in rents and expenses. General
and administrative expenses, measured as a percentage of revenues
from the same segment, decreased from 10.2% during the three-month
period ended September 30, 2024, to 8.2% during the three-month
period ended September 30, 2025.
TABLE OF CONTENTS
Sales and Developments. General and
administrative expenses associated with our Sales and Developments
segment increased by 38.9%, from ARS 2,609 million during the
three-month period ended September 30, 2024, to ARS 3,625 million
during the three-month period ended September 30, 2025. This
variation is mainly explained by: (i) an increase of ARS 656
million in salaries, social security charges and other personnel
administrative expenses; (ii) an increase of ARS 127 million in
fees and compensations for services; (iii) an increase of ARS 120
million in directors’ fees; (iv) an increase of ARS 61
million in rents and expenses; and (v) an increase of ARS 25
million in travel, transportation and stationery. General and
administrative expenses, measured as a percentage of revenues from
the same segment, decreased from 135.5% during the three-month
period ended September 30, 2024, to 89.5% during the three-month
period ended September 30, 2025.
Hotels. General and administrative
expenses associated with our Hotels segment decreased by 18.7%,
from ARS 3,231 million during the three-month period ended
September 30, 2024, to ARS 2,628 million during the three-month
period ended September 30, 2025, mainly as a result of: (i) a
decrease of ARS 579 million in salaries, social security charges
and other personnel administrative expenses; (ii) a decrease of ARS
58 million in fees and compensations for services; (iii) a decrease
of ARS 24 million in other charges;and (iv) a decrease of ARS 13
million in bank expenses, which were partially offset by (i) an
increase of ARS 36 million in taxes; (ii) an increase of ARS 19
million in maintenance, security, cleaning, repairs and related
expenses; (iii) an increase of ARS 10 million in travel,
transportation and stationery; and (iv) an increase of ARS 7
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 17.7% during the three-month period ended September 30, 2024,
to 14.8% during the three-month period ended September 30,
2025.
Others. General and administrative
expenses associated with our Others segment decreased by 2.5%, from
ARS 1,683 million during the three-month period ended September 30,
2024, to ARS 1,641 million during the three-month period ended
September 30, 2025, mainly due to: (i) a decrease of ARS 103
million in salaries, social security charges and other personnel
administrative expenses; (ii) a decrease of ARS 25 million in fees
and compensations for services; (iii) a decrease of ARS 6 million
in travel, transportation and stationery; (iv) a decrease of ARS 2
million in maintenance, repairs and services; partially offset by
(v) an increase of ARS 90 million in taxes; and (vi) an increase of
ARS 13 million in bank expenses. General and administrative
expenses associated with the Others segment, measured as a
percentage of revenues from this segment, decreased from 100.7%
during the three-month period ended September 30, 2024, to 66.8%
during the three-month period ended September 30,
2025.
Selling expenses
Shopping Malls. Selling expenses of the
Shopping Malls segment increased by 14.1%, from ARS 3,256 million
during the three-month period ended September 30, 2024, to ARS
3,716 million during the three-month period ended September 30,
2025, mainly as a result of: (i) an increase of ARS 266 million in
bad debts (charge and recovery, net); (ii) an increase of ARS 255
million in advertising, promotions and other marketing expenses;
(iii) an increase of ARS 44 million in taxes; (iv) an increase of
ARS 27 million in rents and expenses; (v) an increase of ARS 8
million in amortization and depreciation charges; partially offset
by (vi) a decrease of ARS 142 million in salaries, social security
charges and other personnel administrative expenses. Selling
expenses, measured as a percentage of revenues from the Shopping
Malls segment, increased from 4.8% during the three-month period
ended September 30, 2024, to 5.1% during the three-month period
ended September 30, 2025.
Offices. Selling expenses associated
with our Offices segment increased by 72.2%, from ARS 126 million
during the three-month period ended September 30, 2024, to ARS 217
million during the three-month period ended September 30, 2025.
Such variation was mainly generated as a result of: (i) an increase
of ARS 58 million in bad debts (charge and recovery, net); (ii) an
increase of ARS 31 million in advertising, promotions and other
marketing expenses; (iii) an increase of ARS 18 million in taxes;
partially offset by (iv) a decrease of ARS 17 million in salaries,
social security charges and other personnel administrative
expenses. Selling expenses associated with our Offices segment,
measured as a percentage of revenues from this segment, increased
from 2.3% during the three-month period ended September 30, 2024,
to 3.6% during the three-month period ended September 30,
2025.
TABLE OF CONTENTS
Sales and Developments. Selling expenses
associated with our Sales and Developments segment increased by
30.3%, from ARS 555 million during the three-month period ended
September 30, 2024, to ARS 723 million during the three-month
period ended September 30, 2025. The variation was mainly explained
by higher expenses incurred in the sale of properties, due to a
larger number of transactions than in the prior period. Among the
most significant variations were: (i) an increase of ARS 351
million in taxes; (ii) an increase of ARS 12 million in rents and
expenses; (iii) an increase of ARS 7 million in bad debts (charge
and recovery, net); partially offset by (iv) a decrease of ARS 161
million in advertising, promotions and other marketing expenses;
and (v) a decrease of ARS 44 million in salaries, social security
charges and other personnel administrative expenses. Selling
expenses associated with our Sales and Developments segment,
measured as a percentage of revenues from this segment, decreased
from 28.8% during the three-month period ended September 30, 2024,
to 17.8% during the three-month period ended September 30,
2025.
Hotels. Selling expenses associated with
our Hotels segment decreased by 8.8%, from ARS 1,390 million during
the three-month period ended September 30, 2024, to ARS 1,268
million during the three-month period ended September 30, 2025,
mainly as a result of: (i) a decrease of ARS 58 million in
salaries, social security charges and other personnel
administrative expenses; (ii) a decrease of ARS 41 million in bad
debts (charge and recovery, net); (iii) a decrease of ARS 26
million in fees and compensations for services; (iv) a decrease of
ARS 23 million in taxes; (v) a decrease of ARS 16 million in
travel, transportation and stationery; (vi) a decrease of ARS 8
million in maintenance, security, cleaning, repairs and related
expenses; partially offset by (vii) an increase of ARS 45 million
in advertising, promotions and other marketing expenses. Selling
expenses associated with our Hotels segment, measured as a
percentage of revenues from this segment, decreased from 7.6%
during the three-month period ended September 30, 2024, to 7.1%
during the three-month period ended September 30,
2025.
Others. Selling expenses associated with
our Others segment decreased by 9.8%, from ARS 440 million during
the three-month period ended September 30, 2024, to ARS 397 million
during the three-month period ended September 30, 2025. This
decrease is mainly due to lower advertising expenses. Selling
expenses associated with our Others segment, measured as a
percentage of revenues from this segment, decreased from 26.3%
during the three-month period ended September 30, 2024, to 16.2%
during the three-month period ended September 30,
2025.
Other operating results, net
Shopping Malls. Other operating results,
net associated with our Shopping Malls segment varied by 587.5%,
from a net loss of ARS 96 million during the three-month period
ended September 30, 2024, to a net profit of ARS 468 million during
the three-month period ended September 30, 2025, mainly as a result
of: (i) an increase of ARS 237 million in interest income generated
by operating assets; (ii) lower charges related to lawsuits of ARS
39 million; (iii) lower charges related to donations of ARS 33
million; partially offset by (iv) lower income from management fees
of ARS 38 million. Other operating results, net, from this segment,
as a percentage of revenues from this segment, increased from 0.1%
negative during the three-month period ended September 30, 2024, to
0.6% positive during the three-month period ended September 30,
2025.
Offices.
Other operating results, net associated with our Offices segment
varied by 270.9%, from a net loss of ARS 86 million during the
three-month period ended September 30, 2024, to a net profit of ARS
147 million during the three-month period ended September 30, 2025,
mainly as a result of: (i) lower charges related to lawsuits of ARS
113 million; (ii) a higher gain of ARS 91 million in interest
income generated by operating assets; (iii) lower donation charges
of ARS 6 million. Other operating results, net from this segment,
as a percentage of the revenues from this segment, increased from
1.6% negative during the three-month period ended September 30,
2024, to 2.4% positive during the three-month period ended
September 30, 2025.
TABLE OF
CONTENTS
Sales
and Developments. Other operating results, net associated
with our Sales and Developments segment varied by 100.8%, from a
net loss of ARS 9,039 million during the three-month period ended
September 30, 2024, to a net profit of ARS 70 million during the
three-month period ended September 30, 2025, mainly due to: (i) an
impairment loss of ARS 9,226 million on intangible assets, which
was recognized as of September 30, 2024, with no impairment on
intangible assets recorded as of September 30, 2025; (ii) lower
lawsuit charges of ARS 39 million; (iii) higher income from
management fees of ARS 32 million, (iv) lower donation charges of
ARS 6 million. Other operating results, net from this segment, as a
percentage of the revenues of this segment, increased from 469.3%
negative during the three-month period ended September 30, 2024, to
1.7% positive during the three-month period ended September 30,
2025.
Hotels.
Other
operating results, net associated with the Hotels segment
varied by 138.0%, from a net loss of ARS 71 million during the
three-month period ended September 30, 2024, to a net loss of ARS
169 million during the three-month period ended September 30, 2025,
mainly due to higher lawsuit charges of ARS 66 million. Other
operating results, net from this segment, as a percentage of the
revenues from this segment, decreased from 0.4% negative during the
three-month period ended September 30, 2024, to 1.0% negative
during the three-month period ended September 30,
2025.
Others.
Other operating results, net associated with the Others segment
varied by 175.9%, from a net profit of ARS 3,944 million during the
three-month period ended September 30, 2024, to a net loss of ARS
2,995 million during the three-month period ended September 30,
2025, mainly due to: (i) higher charges of ARS 5,695 million
related to lawsuits and contingencies; and (ii) a lower gain of ARS
1,247 million from the sale of associates. Other operating results,
net from this segment, as a percentage of the revenues from this
segment, decreased from 235.9% positive during the three-month
period ended September 30, 2024, to 122.0% negative during the
three-month period ended September 30, 2025.
Operating results
Shopping Malls. Operating results from
operations associated with the Shopping Malls segment increased by
158.5%, from a net profit of ARS 46,094 million during the
three-month period ended September 30, 2024, to a net profit of ARS
119,156 million during the three-month period ended September 30,
2025. Operating results from the Shopping Malls segment, as a
percentage of revenues from such segment, increased from 67.5%
positive during the three-month period ended September 30, 2024, to
163.6% positive during the three-month period ended September 30,
2025.
Offices. Operating results from
operations associated with our Offices segment varied by 159.5%,
from a net loss of ARS 84,995 million during the three-month period
ended September 30, 2024, to a net profit of ARS 50,567 million
during the three-month period ended September 30, 2025. Such
variation was mainly due to an ARS 134,880 million increase in the
gain / (loss) from fair value adjustments of investment properties.
Operating results from operations associated with the Offices
segment, as a percentage of revenues from such segment, varied from
1,573.1% negative during the three-month period ended September 30,
2024, to 831.0% positive during the three-month period ended
September 30, 2025.
Sales and Developments. Operating
results from operations associated with our Sales and Developments
segment varied by 150.2%, from a net loss of ARS 212,541 million
during the three-month period ended September 30, 2024, to a net
profit of ARS 106,700 million during the three-month period ended
September 30, 2025. Such variation 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, varied from
11,035.4% negative during the three-month period ended September
30, 2024, to 2,633.3% positive during the three-month period ended
September 30, 2025.
TABLE OF
CONTENTS
Hotels. Operating results from
operations associated with the Hotels segment decreased by 32.6%,
from a net profit of ARS 2,393 million during the three-month
period ended September 30, 2024, to a net profit of ARS 1,612
million during the three-month period ended September 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 13.1% positive during the three-month period ended
September 30, 2024, to 9.1% positive during the three-month period
ended September 30, 2025.
Others. Operating results from
operations associated with the Others segment decreased by 264.8%,
from net profit of ARS 2,173 million during the three-month period
ended September 30, 2024, to a net loss of ARS 3,581 million during
the three-month period ended September 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 130.0% positive
during the three-month period ended September 30, 2024, to 145.9%
negative during the three-month period ended September 30,
2025.
Share of (loss) / profit of associates and joint
ventures
The
share of (loss) / profit of associates and joint ventures,
according to the income statement, decreased by 136.5%, from a net
profit of ARS 10,754 million during the three-month period ended
September 30, 2024 to a net loss of ARS 3,927 million during the
three-month period ended September 30, 2025, mainly due to a
decrease in positive results from the Others segment.
Also,
the net share of (loss) / profit of joint ventures, mainly from
Nuevo Puerto Santa Fe S.A. (Shopping Malls segment) and Puerto
Retiro S.A. (Sales and Developments segment), showed a 82.3%
increase, from a profit of ARS 310 million during the three-month
period ended September 30, 2024, to a profit of ARS 565 million
during the three-month period ended September 30, 2025, mainly due
to results from the joint venture Nuevo Puerto Santa Fe S.A.,
mainly attributable to the gain / (loss) from fair value
adjustments of investment properties.
Shopping Malls. In the information by
segments, the share of (loss) / profit 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 (loss) / profit of associates and joint
ventures.
Sales and Developments. The share of
(loss) / profit 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 (loss) / profit of associates and joint
ventures.
Others. The share of (loss) / profit of
associates from the Others segment decreased by 143.0%, from a net
profit of ARS 10,444 million during the three-month period ended
September 30, 2024, to a net loss of ARS 4,492 million during the
three-month period ended September 30, 2025, mainly as a result of
the variation from our investments La Rural S.A. by ARS 1,146
million negative, GCDI by ARS 730 million negative, and Banco
Hipotecario S.A. by ARS 12,604 million negative. This variation is
mainly explained by the macroeconomic conditions in Argentina,
which affected the operations of the associated
companies.
TABLE OF CONTENTS
Financial results, net
The
financial results varied from a gain of ARS 19,782 million during
the three-month period ended September 30, 2024, to a loss of ARS
23,954 million during the three-month period ended September 30,
2025. This variation is mainly explained by a net foreign exchange
loss, mainly generated by USD-denominated non-convertible notes. In
addition, during the three-month period ended September 30, 2025,
the devaluation of the exchange rate exceeded inflation, unlike the
prior-year period in which inflation had been higher than
devaluation, which increased the negative effect on financial
results. These effects were partially offset by a gain from fair
value measurement of financial assets and liabilities through
profit or loss, net, as a result of transactions with securities
and funds that generated returns above inflation.
Income Tax
The
Company applies the deferred tax method to calculate the income tax
for the reported periods, thus recognizing temporary differences as
tax assets and liabilities. The income tax charge changed from a
profit of ARS 72,958 million during the three-month period ended
September 30, 2024, to a loss of ARS 82,953 million during the
three-month period ended September 30, 2025. During the three-month
period ended September 30, 2025, there was a loss by deferred tax,
mainly due to the increase in the fair value adjustment of
investment properties.
Profit / (loss) for the period
As a
result of the factors described above, the result for the period
went from a loss of ARS 143.662 million during the three-month
period ended September 30, 2024, to a profit of ARS 163,438 million
during the three-month period ended September 30,
2025.
B. Liquidity and Capital Resources
Our
principal sources of liquidity
have historically been:
●
Cash generated by
operations;
●
Cash generated by
issuance of debt securities;
●
Cash from borrowing
and financing arrangements; and
●
Cash proceeds from
the sale of real estate assets.
Our
principal cash requirements or
uses (other than in connection with our operating activities) have
historically been:
●
capital
expenditures for acquisition or construction of investment
properties and property, plant and equipment;
●
interest payments
and repayments of debt;
●
acquisition of
equity interests in companies;
●
payments of
dividends; and
●
acquisition of real
estate.
TABLE OF
CONTENTS
Our
liquidity and capital resources
include our cash and cash equivalents, income from operating
activities, sales of investment properties, properties for sale,
bank loans obtained, long-term debt incurred, and capital
funds.
Cash Flows
The
following table shows our cash flow for the three-month periods
ended September 30, 2025 and 2024:
|
|
Period ended September 30,
|
|
|
|
|
|
|
|
|
Net
cash generated from operating activities
|
82,248
|
62,993
|
|
Net
cash used in investing activities
|
(115,350)
|
(27,198)
|
|
Net
cash used in financing activities
|
(61,166)
|
(36,379)
|
|
Net
decrease in cash and cash equivalents
|
(94,268)
|
(584)
|
As of
September 30, 2025, we had a positive working capital of ARS
285,466 million (calculated as current assets less current
liabilities as of that date).
As of
the same date, we had cash and cash equivalents for ARS 92,343
million, which represents the total of cash and cash equivalents at
a consolidated level.
Cash Flow Information
Operating activities
Three-month period ended September 30, 2025
Our
operating activities for the three-month period ended September 30,
2025, generated net cash inflows of ARS 82,248 million, mainly due
to: (i) operating income of ARS 83,101 million; (ii) an increase in
trade and other payables of ARS 11,790 million;partially offset by
(iii) ) an increase in trade receivables and other receivables of
ARS 10,609 million; and (iv) ARS 2,987 million related to income
tax paid.
Three-month period ended September 30, 2024
Our
operating activities for the three-month period ended September 30,
2024 generated net cash inflows of ARS 62,993 million, mainly due
to: (i) operating income of ARS 59,130 million; (ii) a decrease in
trade receivables and other receivables of ARS 14,634 million;
partially offset by (iii) a decrease in trade and other payables of
ARS 5,211 million; (iv) a decrease in salaries and social security
liabilities of ARS 3,134 million; and (v) ARS 2,621 million related
to income tax paid.
Investment activities
Three-month period ended September 30, 2025
Our
investing activities resulted in net cash outflows of ARS 115,350
million for the three-month period ended September 30, 2025, mainly
due to: (i) ARS 266,109 million used in the acquisition of
investments in financial assets; (ii) ARS 17,574 million used in
the acquisition and improvements of investment properties; (iii)
ARS 6,319 million used in the acquisition of participation in
associates; partially offset by (iv) ARS 158,300 million in
proceeds from the realization of investments in financial assets;
and (v) ARS 18,150 million in interest received generated by
financial assets.
TABLE OF CONTENTS
Three-month period ended September 30, 2024
Our
investing activities resulted in net cash outflows of ARS 27,198
million for the three-month period ended September 30, 2024, mainly
due to: (i) ARS 76,510 million used in the acquisition of
investments in financial assets; (ii) ARS 18,277 million used in
the acquisition and improvements of investment properties;
partially offset by (iii) ARS 62,226 million in proceeds from the
realization of investments in financial assets; and (iv) ARS 4,604
million in interest received generated by financial
assets.
Financing activities
Three-month period ended September 30, 2025
Our
financing activities for the three-month period ended September 30,
2025 resulted in net cash outflows of ARS 61,166 million, mainly
due to: (i) the payment of loans and principal on notes of ARS
37,031 million; (ii) the payment of interest on short term and long
term debt of ARS 23,143 million; (iii) the payment of short-term
loans of ARS 4,841 million; partially offset by (iv) the exercise
of warrants for ARS 4,199 million.
Three-month period ended September 30, 2024
Our
financing activities for the three-month period ended September 30,
2024 resulted in net cash outflows of ARS 36,379 million, mainly
due to: (i) the repurchase of treasury shares for ARS 20,667
million; (ii) the repayment of loans and principal on notes of ARS
16,837 million; (iii) the payment of interest on short term and
long term debt of ARS 13,460 million; partially offset by (iv) the
obtaining of short term loans for ARS 17,616 million.
Capital expenditures
Three-month period ended on September 30, 2025
During
the three-month period ended September 30, 2025, we invested ARS
24,824 million, as follows: (a) acquisitions and improvements of
property, plant and equipment of ARS 1,561 million, primarily i)
ARS 348 million in machinery and equipment and others and ii)
improvements in our hotels Libertador, Llao Llao and
Intercontinental (ARS 195 million, ARS 897 million and ARS 121
million, respectively); (b) improvements in our rental properties
for ARS 6,386 million and (c) the development of properties for ARS
16,877 million.
Three-month period ended on September 30, 2024
During
the three-month period ended September 30, 2024, we invested ARS
23,982 million, as follows: (a) acquisitions and improvements of
property, plant and equipment of ARS 1,643 million, primarily i)
ARS 113 million in buildings and facilities, ii) ARS 313 million in
machinery and equipment and others and iii) improvements in our
hotels Libertador, Llao Llao and Intercontinental (ARS 548 million,
ARS 416 million and ARS 253 million, respectively); (b)
improvements in our rental properties for ARS 6,161 million and (c)
the development of properties for ARS 16,178 million.
TABLE OF CONTENTS
Indebtedness
The
breakdown of the Company’s borrowings as of September 30,
2025 was as follows :
|
|
Total as of September 30, 2025
|
|
|
|
|
Non-convertible
notes
|
675,516
|
|
Bank
loans and others
|
2,374
|
|
Bank
overdrafts
|
7,870
|
|
Other
borrowings
|
1,950
|
|
Loans
with non-controlling interests
|
3,287
|
|
Total borrowings
|
690,997
|
|
Non-current
|
586,379
|
|
Current
|
104,618
|
|
Total
|
690,997
|
The
following table sets forth the scheduled maturities of our
outstanding debt as of September 30, 2025:
|
Description
|
Currency
|
Annual Average Interest Rate
|
Nominal value (in millions)
|
Book value (in millions of ARS)
|
|
IRSA’s
2028 Notes – Series XIV (1)
|
USD
|
8.75%
|
103
|
95,743
|
|
IRSA’s
2025 Notes – Series XVII
|
USD
|
5.00%
|
25
|
35,038
|
|
IRSA’s
2027 Notes – Series XVIII
|
USD
|
7.00%
|
21
|
29,616
|
|
IRSA’s
2026 Notes – Series XX
|
USD
|
6.00%
|
21
|
29,854
|
|
IRSA’s
2027 Notes – Series XXII
|
USD
|
5.75%
|
16
|
21,903
|
|
IRSA’s
2029 Notes – Series XXIII
|
USD
|
7.25%
|
51
|
71,473
|
|
IRSA’s
2035 Notes – Series XXIV
|
USD
|
8.00%
|
293
|
391,889
|
|
Loans
with non-controlling interests
|
USD
|
2.00% - 5.00%
|
1
|
3,287
|
|
Bank
loans
|
ARS
|
TAMAR -
1 % - TAMAR + 3 %
|
2,250
|
2,374
|
|
Others
|
USD
|
3.50%
|
1
|
1,950
|
|
Bank
overdrafts
|
ARS
|
|
—
|
7,870
|
|
Total
|
|
|
|
690,997
|
(1)
As
of September 30, 2025, we repaid 35% of the principal
amount.
Series XIV Notes
As a
consequence of the regulations established by the Central Bank, on
July 6, 2022, the Company completed the exchange of its Series II
Notes, originally issued by IRSA Commercial Properties S.A., in an
aggregate principal amount of USD 360 million, maturing on March
23, 2023. On July 6, 2022, the expiration of the exchange was
announced, USD 238,985,000 of Series II Notes were validly tendered
and accepted, representing an acceptance of 66.38%. On July 8, the
exchange offer was settled, the new Series XIV Notes were issued
for an amount of USD 171.2 million and the Series II Notes were
partially canceled, the outstanding principal amount was USD
121,015,000. On February 8, 2023, the Series II notes were fully
canceled.
TABLE OF CONTENTS
On
March 31, 2025, the Company issued Class XXIV Notes in an aggregate
principal amount of USD 300 million (see “Series XXIV
Notes”), which could be subscribed in cash or through an
exchange offer for Class XIV Notes. As a result of the exchange, a
total principal amount of USD 67.9 million of Class XIV Notes was
accepted (USD 67.4 million through an early exchange and an
additional USD 0.5 million up to the expiration date). In
connection with the exchange settlements, accrued interest on the
Class XIV Notes up to the issuance and settlement date was paid, as
applicable in each case, and partial cancellations of the Class XIV
Notes were made, leaving outstanding a principal amount of USD
103.3 million (USD 85.2 million outstanding as of such
date)
Series
XIV Notes were issued under New York Law, will mature on June 22,
2028 and will accrue interest at a fixed rate of 8.75%, with
interest payable semi-annually on June 22 and December 22 of each
year, until expiration. Amortization will be in annual installments
payable on June 22 of each year, each for 17.5% from 2024 to 2027
and the remaining 30% on June 22, 2028. The issue price was 100%.
On June 22, 2024, and on June 22, 2025; payments were made
corresponding to the amortization of the first and second capital
installments, each for 17.5% of the nominal value. As of the date
of this report on Form 6-K, the outstanding amount under these
notes is USD 67.14 million.
Series
XIV Notes due 2028 are subject to certain covenants, events of
default and limitations, such as the limitation on incurrence of
additional indebtedness, limitation on restricted payments,
limitation on transactions with affiliates, and limitation on merger, consolidation and
sale of all or substantially all assets.
Series
XV and XVI Notes
On
January 31, 2023, the company
issued in the local market a total amount of USD 90 million through
the following Notes:
●
Series XV Notes
denominated and payable in U.S. dollars for a total of USD 61.7
million at a fixed rate of 8.0%, with semi-annual payments. The
principal payment was made in one installment at maturity on March
25, 2025. The issue price was 100.0% of the face value. On March
25, 2025, Series XV Notes were fully canceled at
maturity.
●
Series XVI Notes
denominated and payable in U.S. dollars for a total of USD 28.2
million at a fixed rate of 7.0%, with semi-annual payments. The
principal payment was made in one installment at maturity on July
25, 2025. The issue price was 100.0% of the face value. On July 25,
2025, Series XVI Notes were fully canceled at
maturity.
The
proceeds were used mainly to refinance short-term liabilities and
working capital.
Series XVII Notes
On June
7, 2023, the Company issued in the local market a total amount of
USD 25 million of Series XVII Notes denominated and payable in U.S.
dollars at a fixed rate of 5.0%, with semi-annual payments (except
for the first interest payment, which will be nine months from the
settlement). The capital payment will be done in one installment at
maturity on December 7, 2025 (since December 7 and 8, 2025 are not
business days, the payment will be made on December 9, 2025). The
issue price was 100.0% of the face value.
The
proceeds were used mainly to refinance short-term liabilities and
working capital.
Series XVIII and XIX Notes
On
February 28, 2024, the Company issued in the local market a total
amount of USD 52.6 million through the following
Notes:
TABLE OF CONTENTS
●
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, maturing on February 28, 2025. These notes have a
variable rate (private Badlar plus a margin of 0.99%), payable
quarterly and will amortize its capital at maturity. The issue
price was 100%.
The
proceeds were used mainly to refinance short-term liabilities and
working capital.
Series XX and XXI Notes
On June
10, 2024, the Company issued in the local market a total amount of
USD 42.0 million through the following Notes:
●
Series XX Notes
denominated and payable in U.S. dollars for a total of USD 23.0
million at a fixed rate of 6.0%, with semi-annual payments. The
principal payment will be in one installment at maturity on June
10, 2026. The issue price was 100.0% of the face
value.
●
Series XXI Notes
denominated and payable in Argentine Pesos for a total of ARS
17,012.7 million maturing on June 10, 2025. These notes have a
variable rate (private Badlar plus a margin of 4.50%), payable
quarterly and will amortize its capital at maturity. The issue
price was 100%. 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
On
October 23, 2024, the Company 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
The
Class XXIV Notes will mature on March 31, 2035 and accrue interest
at a fixed annual nominal rate of 8.00%, with interest payable
semi-annually on March 31 and September 30 of each year until
maturity. Principal amortization will occur in three installments:
(i) 33% of the principal amount on March 31, 2033, (ii) 33% of the
principal amount on March 31, 2034, and (iii) 34% of the principal
amount on March 31, 2035. The issue price for the cash subscription
was 96.803% of face value. Of the total amount issued, USD 242,205
million was subscribed in cash, at an issue price of 96.903% of
face value.
TABLE OF CONTENTS
In
addition, USD 57.8 million resulted from the early exchange of
Class XIV Notes, which carried an early exchange consideration of
1.04 times the amount exchanged. Subsequently, on April 11, 2025,
as a result of the late exchange, USD 0.45 million was issued,
which carried a consideration of 1.0 times the amount exchanged. In
connection with the exchange settlements, accrued interest on the
Class XIV Notes up to the issuance and settlement date was paid, as
applicable in each case.
Upon
the settlement dates (early and final) of the exchange, partial
cancellations of the Class XIV Notes were made, resulting in an
outstanding amount, as of such date, of USD 85.2 million. For
further information, see (“– Class XIV
Notes”).
The
Class XXIV Notes contain certain covenants, events of default, and
limitations, such as limitations on incurrence of additional
indebtedness, limitation on restricted payments, limitation on
transactions with affiliates, and limitation on consolidation,
merger and sale of all or substantially all assets.
C. Research and Development, Patents and Licenses,
Etc.
We have
several trademarks registered with the Instituto Nacional de la Propiedad
Industrial, the Argentine institute for industrial property.
We do not own any patents nor benefit from licenses from third
parties.
D. Trend Information
International Macroeconomic Outlook
As
reported in the IMF’s WEO, worldwide GDP is expected to grow
3.2% in 2025 and 3.1% in 2026, according to the October 2025 WEO
projections. The persistence of services inflation is slowing the
pace of disinflation making monetary policy normalization more
challenging. Upside risks have risen, with trade tensions and
policy uncertainty raising the likelihood of interest rates staying
higher for longer. Still, inflation in many emerging markets and
developing economies is already close to pre-pandemic
levels.
Global
inflation is expected to decrease from 5.9% in 2024 to 4.2% in 2025
and to 3.7% in 2026, according to IMF’s WEO. The momentum on
global disinflation is slowing, signaling bumps along the path. In
advanced economies, the pace of disinflation is expected to
moderate in 2025 and 2026, as services inflation remains persistent
and commodity prices elevated. However, the gradual cooling of
labor markets and the expected decline in energy prices should help
bring inflation closer to target over the medium term. Inflation is
expected to remain higher, and to decline more slowly, in emerging
markets and developing economies than in advanced
economies.
The
persistence of inflation in the United States has delayed monetary
easing, while renewed tariff tensions add to price pressures. At
the same time, many central banks in emerging markets remain
cautious about lowering rates, concerned that wider interest rate
differentials could trigger currency depreciation against the U.S.
dollar.
The
escalation of trade tensions could further raise near-term
inflation by increasing the cost of imported goods along the supply
chain.
Renewed
trade tariffs and the expansion of industrial policies worldwide
risk generating adverse cross-border spillovers and retaliation.
Conversely, stronger multilateral cooperation and faster
macrostructural reforms could boost supply capacity, productivity,
and global growth, with positive spillovers across
economies.
Argentine macroeconomic context
The
accumulated CPI inflation recorded as of October 31, 2025 was 2.3%,
bringing cumulative inflation between January 1, 2025 and October
31, 2025 to 24.8%
TABLE OF CONTENTS
Shopping malls
sales reached a total of ARS 592,710 million in June 2025, which
represents a 27.8% increase as compared to June 2024. Accumulated
sales for the first six months represent a 205.8% in current terms
and 1.7% decrease in real terms as compared to the same period of
2024.
The
INDEC reported that, for the six months ended June 30, 2025,
industrial activity in Argentina increased by 7.1% compared to the
same period in 2024. The textile industry accumulated 7.5%
increases during the first six months of 2025 as compared to the
same period last year. Moreover, the EMAE as of September 30, 2025,
increased by 5.0% compared to the same month in 2024.
Regarding the
balance of payments, in the third quarter of 2024 the current
account surplus reached USD 1,436 million, with USD 3,762 million allocated to the goods
and services trade balance, and USD 2,725 million allocated to the
net primary deficit, and a surplus of USD 363 million to net
secondary income.
Regarding the
balance of payments, in the second quarter of 2025 the current
account posted a deficit of USD 3,016 million, explained by a USD
185 million surplus in the goods and services balance and a USD
4,080 million deficit in the primary income account, partially
offset by a USD 879 million surplus in secondary
income.
During
the second quarter of 2025, the financial account recorded a net
capital inflow of USD 2,835 million, which was the result of a net
increase in external financial assets held by residents of USD
17,789 million and a net increase in external liabilities of USD
20,624 million. This represents a significant reversal compared to
the outflows registered in the same quarter of the previous
year.
In
local financial markets, the Private Badlar rate in Argentine Pesos
ranged from 28.75% to 59.06% in the period from July 2025 to
November 2025, averaging 32.16% in November 2025 compared to 36.17%
in November 2024. As of November 28, 2025, the seller exchange rate quoted by Banco de
la Nación Argentina was ARS 1,475 per USD 1.00. As of November
26, 2025, Argentina’s country risk decreased by 98 basis
points in year-on-year terms. The debt premium paid by Argentina
was 651 basis points in November 2024, compared to 202 basis points
paid by Brazil and 235 basis points paid by Mexico.
As of
November 27, 2025, the Private Badlar rate in Argentine Pesos
peaked at 30.25%. As of November 28, 2025, the seller exchange rate
quoted by Banco de la Nación Argentina was ARS 1,475 per USD
1.00. Additionally, as a result of deepened currency controls,
there is a difference between the official exchange rate in
Argentina (which is currently used for both commercial and
financial transactions) and other informal exchange rates that
emerged due to certain commonly performed operations in the foreign
exchange market, leading to a gap of approximately 2.7% above the
official exchange rate as of November 28, 2025. As of November 26,
2025, Argentina’s country risk decreased by 98 basis points
in year-on-year terms. The debt premium paid by Argentina was 651
basis points in November 2024, compared to 202 basis points paid by
Brazil and 235 basis points paid by Mexico.
Evolution of Shopping Malls in Argentina
In
November 2025, the Consumer Confidence Index (ICC) stood at 46.04,
representing an increase of 8.79% compared to October 2025 (42.32)
and a 2.28% increase compared to November 2024. Shopping center
sales grew 27.8% during the fiscal year ended June 30, 2025,
compared to the fiscal year ended June 30, 2024. However,
cumulative sales for the first six months of fiscal year 2025 show
a 0.2% decrease in nominal terms and a 13.3% decrease in real terms
compared to the same period in 2024.
Evolution of Office Properties in Argentina
The
shift in corporate activity to
remote or virtual work that resulted from the COVID-19 pandemic
resulted in lower demand, increased vacancies, and a slight
decrease in the rental prices of category “A+” and
“A” office buildings in Buenos Aires.
TABLE OF CONTENTS
According to
Colliers, the third quarter of 2025 closed with a vacancy rate of
12.79% in the premium market of the City of Buenos Aires, remaining
stable relative to the previous quarter.
During the
second quarter of 2025, A+ buildings recorded an average rental
price of USD 23.43/m², while A-grade buildings averaged USD
20.27/m². At the submarket level, the highest prices were
observed in Plaza San Martín (USD 26.26/m²), North CABA
(USD 25.42/m²), Plaza Roma (USD 24.99/m²), Catalinas (USD
23.44/m²), North Macrocenter (USD 23.25/m²), and Puerto
Madero (USD 23.15/m²), respectively.
Evolution of the Hotel Industry in Argentina
According to the
EOH prepared by INDEC, in September 2025 overnight stays in hotel
and para-hotel establishments were estimated at 3.4 million,
representing a 0.9% decrease compared to the same month of the
previous year. Overnight stays by resident travelers fell by 0.5%,
while those by non-residents decreased by 2.5%. The total number of
travelers staying in hotels during June 2025 was 1.5 million, up
1.1% from the same month of the previous year. Resident travelers
increased by 1.8%, while non-residents fell by 1.7%. The room
occupancy rate was approximately 41.7%, compared to 41.2% in
September 2024, and the bed occupancy rate was approximately 31.6%,
slightly below the 31.7% observed in the same month of the previous
year.
Evolution of the Entertainment Industry in Argentina
The
upcoming fiscal year presents challenges for Argentina’s
entertainment and events industry, given the electoral context and
the tight operating margins observed in the sector. Nevertheless,
each major fair or event that manages to take place continues to
show strong performance, with solid demand and a positive reception
from visitors and exhibitors.
Looking
ahead, the industry is expected to continue moving toward a more
integrated offering that combines space rental with infrastructure,
stand construction, and associated services, adapting to new market
requirements and strengthening its value proposition. For fiscal
year 2026, the outlook is positive, with expectations of attracting
larger and longer events, expanding the national schedule of shows
and meetings, and further strengthening Argentina’s position
as a key regional hub for the entertainment and events
industry.
TABLE OF CONTENTS
INDEX
OF EXHIBITS
|
Exhibit No.
|
Description of Exhibit
|
|
99.1
|
Unaudited Condensed Interim Consolidated Financial Statements as of
September 30, 2025 and for the three-month periods ended September
30, 2025 and 2024.
|
TABLE OF
CONTENTS
SIGNATURES
Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
|
|
IRSA Inversiones y Representaciones Sociedad
Anónima
|
|
|
|
|
|
|
|
Date:
December 9, 2025
|
By: /s/
Matías I. Gaivironsky
Name:
Matías I. Gaivironsky
Title:
Chief Financial and Administrative Officer
|
|
|
|