Telecom Argentina (TCMFF) 20-F on TMA deal, FX controls and inflation
Rhea-AI Filing Summary
Telecom Argentina S.A. files its Form 20‑F annual report for the year ended December 31, 2025, detailing its business as a leading provider of fixed and mobile telecom, data, internet and cable TV services in Argentina and the region.
The report highlights the US$1,245 million Acquisition of Telefónica Móviles Argentina S.A. completed on February 24, 2025, financed with syndicated and bilateral loans, with post‑closing review pending before ENACOM and Argentina’s antitrust authority. It explains that Argentina has been treated as a hyperinflationary economy since 2018, so results are presented in constant pesos, and quantifies severe currency depreciation, high but declining inflation and extensive foreign‑exchange controls that affect debt service, capex and the business environment.
Positive
- None.
Negative
- None.
Insights
Large mobile acquisition adds scale but within a high‑risk, hyperinflationary and tightly regulated environment.
Telecom Argentina centers this filing on its core ICT and media businesses and the February
The narrative underscores structural risks: Argentina is accounted for under IAS 29 hyperinflation rules, with financials in constant pesos. The peso reached
Regulatory and political sections detail shifting decrees, emergency economic powers, and evolving telecom and competition oversight. Post‑closing antitrust and ENACOM reviews of the TMA acquisition remain outstanding, so actual integration benefits depend on final remedies or conditions. Future filings covering these approvals, debt terms under IMF‑linked policy, and peso stability will shape how this added scale translates into sustainable cash generation.
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As filed with the Securities and Exchange Commission on March 11, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Mark One)
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
OR | |
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the fiscal year ended | |
OR | |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the transition period from to | |
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SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
Date of event requiring this shell company report . . . . . . . . . . . . . . . . . . .
For the transition period from to
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Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of Each Class | | Trading Symbol | | Name of Each Exchange on Which Registered |
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* | Not for trading, but only in connection with the registration of American Depositary Shares, pursuant to the requirements of the Securities and Exchange Commission. |
Securities registered or to be registered pursuant to Section 12(g) of the Act:
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Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.
Class A Shares, nominal value P$1.00 each | | |
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Class C Shares, nominal value P$1.00 each | ||
Class D Shares, nominal value P$1.00 each |
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Non-accelerated filer ☐ | Emerging growth company | |
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐
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☐ Item 17 ☐ Item 18
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
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☐ Yes ☐ No
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TABLE OF CONTENTS
Page | ||||
|---|---|---|---|---|
PRESENTATION OF FINANCIAL INFORMATION | 1 | |||
FORWARD-LOOKING STATEMENTS | 3 | |||
GLOSSARY OF TERMS | 5 | |||
PART I | ||||
ITEM 1. | IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS | 12 | ||
ITEM 2. | OFFER STATISTICS AND EXPECTED TIMETABLE | 12 | ||
ITEM 3. | KEY INFORMATION | 12 | ||
ITEM 4. | INFORMATION ON THE COMPANY | 43 | ||
ITEM 4A. | UNRESOLVED STAFF COMMENTS | 82 | ||
ITEM 5. | OPERATING AND FINANCIAL REVIEW AND PROSPECTS | 83 | ||
ITEM 6. | DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES | 130 | ||
ITEM 7. | MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS | 146 | ||
ITEM 8. | FINANCIAL INFORMATION | 150 | ||
ITEM 9. | THE OFFER AND LISTING | 151 | ||
ITEM 10. | ADDITIONAL INFORMATION | 152 | ||
ITEM 11. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 176 | ||
ITEM 12. | DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES | 177 | ||
PART II | ||||
ITEM 13. | DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES | 178 | ||
ITEM 14. | MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS | 178 | ||
ITEM 15. | CONTROLS AND PROCEDURES | 178 | ||
ITEM 16A. | AUDIT COMMITTEE FINANCIAL EXPERT | 179 | ||
ITEM 16B. | CODE OF ETHICS | 179 | ||
ITEM 16C. | PRINCIPAL ACCOUNTANT FEES AND SERVICES | 179 | ||
ITEM 16D. | EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES | 181 | ||
ITEM 16E. | PURCHASES OF EQUITY SECURITIES BY THE COMPANY AND AFFILIATED PURCHASERS | 181 | ||
ITEM 16F. | CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT | 181 | ||
ITEM 16G. | CORPORATE GOVERNANCE | 181 | ||
ITEM 16H. | MINE SAFETY DISCLOSURE | 182 | ||
ITEM 16I. | DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS | 182 | ||
ITEM 16J. | INSIDER TRADING POLICIES | 182 | ||
ITEM 16K. | CYBERSECURITY | 182 | ||
PART III | ||||
ITEM 17. | FINANCIAL STATEMENTS | 185 | ||
ITEM 18. | FINANCIAL STATEMENTS | 185 | ||
ITEM 19. | EXHIBITS | 186 | ||
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PRESENTATION OF FINANCIAL INFORMATION
Telecom Argentina S.A. is a company incorporated under the laws of Argentina. As used in this Annual Report on Form 20-F (the “Form 20-F” or “Annual Report”), the terms “the Company,” “Telecom,” “we,” “us,” and “our” refer to Telecom Argentina S.A. and its consolidated subsidiaries as of December 31, 2025. Unless otherwise stated, references to the financial results of “Telecom” are to the consolidated financial results of Telecom Argentina and its consolidated subsidiaries. Telecom is primarily engaged in the provision of fixed and mobile telecommunications services, data services, internet services and cable television services. The term “Telecom Argentina” refers to Telecom Argentina S.A., excluding its subsidiaries. The term “Acquisition” refers to the acquisition of Telefónica Móviles Argentina S.A. by Telecom Argentina on February 24, 2025.
As of December 31, 2025, Telecom Argentina’s subsidiaries were the following:
Company | | Main activity | | Country | | Telecom |
Telefónica Móviles de Argentina S.A.(a) | ICT Services and Audiovisual Communication Services | Argentina | 99.999625% | |||
Micro Sistemas S.A.(b) | Services related to the use of electronic payment media | Argentina | 100.00% | |||
Manda S.A. | Holding | Argentina | 100.00% | |||
Red Intercable Satelital S.A.U. | Broadcasting services | Argentina | 100.00% | |||
Inter Radios S.A.U. | Broadcasting services | Argentina | 100.00% | |||
PEM S.A.U. | Investment | Argentina | 100.00% | |||
Cable Imagen S.R.L. | Closed-circuit television | Argentina | 100.00% | |||
Personal Smarthome S.A. | Security solutions and services | Argentina | 100.00% | |||
NYS2 S.A.U. | ICT Services and Audiovisual Communication Services. | Argentina | 100.00% | |||
Teledifusora San Miguel Arcángel S.A.(c) | Community Closed-Circuit Television | Argentina | 100.00% | |||
Telefónica Ingeniería de Seguridad de Argentina S.A.U.(d) | Security solutions and services | Argentina | 99.999625% | |||
Ubiquo Chile Spa | Cybersecurity services and products | Chile | 95.00% | |||
Núcleo S.A.E | Mobile telecommunications Services | Paraguay | 67.50% | |||
Personal Envíos S.A. | Mobile financial services | Paraguay | 67.50% | |||
CrediPay S.A. | Financial services | Paraguay | 67.50% | |||
Televisión Dirigida S.A. | Cable television services | Paraguay | 100.00% | |||
Adesol S.A.(e) | Holding | Uruguay | 100.00% | |||
Opalker S.A. | Cybersecurity, content platform and related services | Uruguay | 100.00% | |||
Micro Fintech Holding LLC | Holding | USA | 100.00% | |||
Naperville Investments LLC | Holding | USA | 100.00% | |||
Saturn Holding LLC | Holding | USA | 100.00% | |||
Telecom Argentina USA Inc. | Telecommunication services | USA | 100.00% |
| (a) | Acquired by the Company on February 24, 2025. For more information on the Acquisition refer to “Item 4. — Information on the company — Recent Developments —Acquisition of TMA” |
| (b) | In January 2026, Banco Macro S.A. subscribed for shares representing 50% of the share capital and voting rights of Micro Sistemas S.A., see “Item 4—Information on the Company—Recent Developments—Agreement between Telecom Argentina, Micro Fintech Holding and Micro Sistemas with Banco Macro S.A..” |
| (c) | On December 1, 2025, the Company’s Board of Directors and the Board of Directors of the controlled company Teledifusora San Miguel Arcangel S.A. (“TSMA”), approved the merger by absorption of TSMA by Telecom Argentina, effective as of January 1, 2026. As of such date, TSMA’s operations shall be deemed to have been carried out by Telecom Argentina. |
| (d) | Indirectly acquired by the Company following the acquisition of Telefónica Móviles Argentina S.A., see reference (a) above. |
| (e) | Adesol holds100% of the equity interests in the following companies incorporated in Uruguay: Telemas S.A., and the following permission holder companies, which provide subscription television services in that country: Bersabel S.A., Audomar S.A., Dolfycor S.A., Reiford S.A., Tracel S.A., Space Energy Tech S.A., and Visión Satelital S.A. For further information, see Note 3.d.6) to our Consolidated Financial Statements. |
Telefónica Móviles de Argentina S.A. is the only significant subsidiary of the Company. For further information on our subsidiaries, see Exhibit 8.1 to this Annual Report.
PRESENTATION OF FINANCIAL INFORMATION | TELECOM ARGENTINA S.A. |
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Our consolidated financial statements as of December 31, 2025, and 2024 and for the years ended December 31, 2025, 2024 and 2023, and the notes thereto (the “Consolidated Financial Statements”) are set forth on pages F-1 through F-96 of this Annual Report.
Our Consolidated Financial Statements, which are prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS Accounting Standards”), have been authorized for issuance and approved by resolution of the Board of Directors’ meeting held on March 10, 2026, and have been audited by an independent registered public accounting firm.
Argentina has been considered a high-inflation economy for accounting purposes according to the IAS 29 “Financial reporting in hyperinflationary economies” since July 1, 2018. Therefore, the financial information included in this Annual Report for all the periods reported is presented based on constant Argentine Pesos as of December 31, 2025 (“current currency”). See “Item 3—Key Information—Risk Factors——Risk Relating to Argentina—Inflation is high and could accelerate further, causing adverse effects on the economy and negatively impacting Telecom’s margins and/or ratios,” “Item 5—Operating and Financial Review and Prospects—Factors Affecting Results of Operations” and Note 1.d) to our Consolidated Financial Statements.
Telecom Argentina and its subsidiaries maintain their accounting records and prepare their financial statements in Argentine Pesos, which is their functional currency, except for the following subsidiaries:
Company | | | Functional currency |
Núcleo S.A.E. | Paraguayan Guaraníes | ||
Televisión Dirigida S. A. | Paraguayan Guaraníes | ||
Personal Envíos S.A. | Paraguayan Guaraníes | ||
CrediPay S.A. | Paraguayan Guaraníes | ||
Adesol S.A. and its subsidiaries | Uruguayan Pesos | ||
Saturn Holding LLC | U.S. dollars | ||
Naperville Investments LLC | U.S. dollars | ||
Micro Fintech Holding LLC | U.S. dollars | ||
Opalker S.A. | U.S. dollars | ||
Ubiquo Chile Spa | U.S. dollars | ||
Parklet S.A. (currently “Openxpand S.A.”)(a) | U.S. dollars | ||
Telecom Argentina USA Inc. | U.S. dollars |
| (a) | Consolidated until May 19, 2025. For further information, see Note 3.d.4.1) to our Consolidated Financial Statements. |
Our Consolidated Financial Statements include the results of these subsidiaries converted into Argentine Pesos.
Certain financial information contained in this Annual Report has been presented in U.S. dollars. This Annual Report contains translations of various Argentine Peso amounts into U.S. dollars at specified rates solely for convenience of the reader. You should not construe these translations as representations by us that the Argentine Peso amounts actually represent these U.S. dollar amounts or could be converted into U.S. dollars at the rates indicated. Except as otherwise specified, all references to “US$,” “U.S. dollars” or “dollars” are to United States dollars, references to “EUR,” “euro” or “€” are to the lawful currency of the member states of the European Union and references to “P$,” “Argentine Pesos,” “$” or “Pesos” are to Argentine Pesos. Unless otherwise indicated, we have translated the Argentine Peso amounts using a rate of P$1,455= US$1.00, the U.S. dollar ask rate published by the Banco de la Nación Argentina (Argentine National Bank) on December 31, 2025. On March 9, 2026, the exchange rate was P$1,416= US$1.00. As a result of fluctuations in the Argentine Peso/U.S. dollar exchange rate, the exchange rate at such date may not be indicative of current or future exchange rates. Consequently, these translations should not be construed as a representation that the Peso amounts represent, or have been or could be converted into, U.S. dollars at that or any other rate. See “Item 3—Key Information—Risk Factors—Risks Relating to Argentina—Devaluation of the Argentine Peso and foreign exchange restrictions may adversely affect our results of operations, our capital expenditures and our ability to service our liabilities and pay dividends,” and “Item 5—Operating and Financial Review and Prospects—Factors Affecting Results of Operations—Effects of Fluctuations in Exchange Rates between the Argentine Peso and the U.S. dollar and other major foreign currencies.”
Certain amounts and ratios contained in this Annual Report (including percentage amounts) have been rounded up or down to facilitate the summation of the tables on which they are presented. The effect of this rounding is not material. These rounded amounts and ratios are also included within the text of this Annual Report.
This Annual Report contains certain terms that may be unfamiliar to some readers. You can find a Glossary of these terms on page 5 of this Annual Report.
PRESENTATION OF FINANCIAL INFORMATION | TELECOM ARGENTINA S.A. |
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FORWARD-LOOKING STATEMENTS
The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements. Certain information included in this Annual Report contains information that is forward-looking, including, but not limited to:
| ● | our expectations for our future performance, revenues, income, earnings per share, capital expenditures, dividends, liquidity and capital structure; |
| ● | our ability to successfully implement our business strategy and achieve synergies; |
| ● | the changing dynamics and growth in the telecommunications, cable, cybersecurity and Fintech Services markets in Argentina, Paraguay, Uruguay, Chile and the United States; |
| ● | our outlook for new and enhanced technologies; |
| ● | the effects of operating in a competitive environment; |
| ● | industry conditions; |
| ● | the outcome of certain legal proceedings; |
| ● | regulatory and legal developments; and |
| ● | other factors identified or discussed under “Item 3—Key Information—Risk Factors.” |
This Annual Report contains certain forward-looking statements and information relating to Telecom that are based on current views, expectations, estimates and projections of our Management and information currently available to Telecom. These statements include, but are not limited to, statements made in “Item 3—Key Information—Risk Factors,” “Item 5—Operating and Financial Review and Prospects—Trend Information,” “Item 8—Financial Information—Legal Proceedings” and other statements about Telecom’s strategies, plans, objectives, expectations, intentions, capital expenditures, and assumptions and any other statement contained in this Annual Report that is not a historical fact. When used in this Annual Report, the terms “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “project,” “will,” “may” and “should” and other similar expressions identify forward-looking statements. Forward-looking statements are not guarantees of future performance and involve certain risks and uncertainties that are difficult to predict. In addition, certain forward-looking statements are based upon assumptions as to future events that may not prove to be accurate.
Many factors could cause actual results, performance or achievements of Telecom to be materially different from any future results, performance or achievements that may be expressed or implied by forward-looking statements. These factors include, among others:
| ● | our ability to service our debt and fund our working capital requirements; |
| ● | our ability to successfully implement our business strategy and to achieve synergies; |
| ● | our ability to introduce new products and services that enable business growth; |
| ● | uncertainties relating to political and economic conditions in Argentina, Paraguay, Uruguay, Chile and the United States; |
| ● | inflation and the devaluation of the Argentine Peso, the Paraguayan Guaraní, the Uruguayan Peso and the Chilean Peso and exchange rate risks in Argentina, Paraguay, Uruguay and Chile; |
| ● | restrictions on the ability to exchange Argentine Pesos, Paraguayan Guaraníes, Uruguayan Pesos or Chilean Pesos into other foreign currencies and transfer funds abroad; |
FORWARD-LOOKING STATEMENTS | TELECOM ARGENTINA S.A. |
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| ● | changes in interest rates; |
| ● | the creditworthiness of our actual or potential customers; |
| ● | the effects of operating in a competitive environment; |
| ● | the impact of political and economic developments on demand for securities of Argentine companies; |
| ● | the impact of additional currency and exchange measures on our ability to access the international capital markets and our ability to repay our dollar-denominated indebtedness; |
| ● | nationalization, expropriation and/or increased government intervention in companies; |
| ● | technological changes; |
| ● | the impact of legal or regulatory matters, changes in the interpretation of current or future regulations or reform and changes in the legal or regulatory environment in which we operate, including regulatory developments such as sanctions regimes in other jurisdictions (e.g., the United States) which impact our suppliers; |
| ● | the effects of increased competition; |
| ● | reliance on content produced by third parties; |
| ● | increasing cost of our supplies; |
| ● | inability to finance on reasonable terms capital expenditures required to remain competitive; |
| ● | fluctuations, whether seasonal or in response to adverse macro-economic developments, in the demand for advertising; |
| ● | our capacity to compete and develop our business in the future; |
| ● | failure to receive regulatory approval for our acquisition of Telefónica Móviles Argentina S.A.; |
| ● | failure to successfully integrate Telefónica Móviles Argentina S.A.’s services into our business or retain its customers; |
| ● | the impact of increased national or international restrictions on the transfer or use of telecommunications technology; |
| ● | the outbreak of military hostilities, including an escalation of Russia’s invasion of Ukraine, the armed conflict between Israel and Hamas, the conflict between Israel and Lebanon, the current developments in Venezuela, tensions between China and Taiwan and the potential destabilizing effect of such conflicts; and |
| ● | the imposition of new tariffs and similar actions by the United States, as well as potential retaliatory tariffs and measures by other countries. |
Many of these factors are macroeconomic and regulatory in nature and therefore beyond the control of the Company’s management. Should one or more of these risks or uncertainties materialize, or underlying assumptions prove incorrect, actual results may vary materially from those described herein as anticipated, believed, estimated, expected, intended, planned or projected. The Company does not intend and does not assume any obligation to update the forward-looking statements contained in this Annual Report.
These forward-looking statements are based upon a number of assumptions and other important factors that could cause our actual results, performance or achievements to differ materially from our future results, performance or achievements expressed or implied by such forward-looking statements. Readers are encouraged to consult the Company’s filings made on Form 6-K, which are periodically filed with or furnished to the United States Securities and Exchange Commission.
FORWARD-LOOKING STATEMENTS | TELECOM ARGENTINA S.A. |
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GLOSSARY OF TERMS
The following explanations are not provided as or intended to be technical definitions, but only to assist the general reader to understand certain terms used in this Annual Report.
4G (fourth-generation mobile system): Fourth-generation mobile service using the LTE technology (Long Term Evolution technology).
5G (fifth-generation mobile system): The current global standard for mobile telecommunications. 5G represents a mature network architecture designed with flexibility and agility to power modern digital services, delivering high speed connectivity, massive capacity, and ultra-low latency.
Access (or Accesses): Connection provided by Telecom to internet services.
Acquisition: Acquisition of TMA by Telecom Argentina on February 24, 2025. See “Item 4. — Information on the company — Recent Developments—Acquisition of TMA.”
ADS: American Depositary Shares issued by JP Morgan, listed on the New York Stock Exchange, each representing rights to five (5) Class B Shares under a Deposit Agreement.
AFIP (Administración Federal de Ingresos Públicos): The Argentine federal tax authority, which was dissolved by Decree No. 953/24, published on October 25, 2024, and replaced by ARCA (as defined below), an autarchic entity within the Argentine Ministry of Economy.
AI: artificial intelligence.
AMBA (Area Metropolitana Buenos Aires): An area comprising the Autonomous city of Buenos Aires and the greater Buenos Aires area, which constitutes the most densely populated region of Argentina.
AMX Argentina: América Móvil Argentina S.A. (Claro Argentina)
Analog: A mode of transmission or switching that is not digital, e.g., the representation of voice, video or other not in digital form.
ANC (Autoridad Nacional de la Competencia): The decentralized antitrust agency of Argentina, which replaced the CNDC in November 2025.
ANSES: The Argentine administrator of social security pension and retirement benefits.
ANSES — FGS: The Guarantee and Sustainability Fund for the Argentine Integrated Pension System (Fondo de Garantía y Sustentabilidad del Sistema Integrado Previsional Argentino) managed by ANSES.
API: Application Programming Interface.
App (short for application): is a program or software designed to perform a specific function on a device.
ARCA (Agencia de Recaudación y Control Aduanero): Argentine Tax Collection and Customs Control Agency, formerly AFIP.
Argentina: The Republic of Argentina.
ARPU (Average Revenue per User): The average monthly revenue per user of our mobile, internet and cable television services, calculated by dividing total revenue (including revenue earned from cable and internet subscription fees, mobile telephony subscription fees, cable premium services, pay-per-view fees and additional outlets but excluding mainly equipment, out collect (wholesale) roaming, cell site rental and activation fee revenue) by weighted-average number of customers of each service during the relevant measurement period.
GLOSSARY OF TERMS | TELECOM ARGENTINA S.A. |
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Auction: The auction for the assignment of frequency bands for the provision of Reliable and Intelligent Telecommunication Services called by SC Resolution No. 2023-1285-APN-ENACOM#JGM.
AWS: Self-service portal, jointly implementing the FinOps practice for better management of resources.
B2B (business-to- business): refers to the services or products provided to other businesses/companies.
B2C (business-to-consumer): refers to the services or products provided directly to customers who are the end-users.
Backbone: Main connection network (mainly by fiber optics) that connect local areas.
Basic Telephone Services: The supply of fixed telecommunications links that form part of the public telephone network, or are connected to such network, and the provision of local and long-distance telephone service (domestic and international).
BCBA (Bolsa de Comercio de Buenos Aires): The Buenos Aires Stock Exchange is a qualified entity according to Section 32 of Law No. 26,831, which acts by delegation of BYMA (as defined below).
BCRA (Banco Central de la República Argentina): The Central Bank of Argentina.
Bot: is a software program designed to perform tasks automatically, usually over the internet or within applications.
Broadband: Services characterized by a transmission speed of two Mbps or more. These services include interactive services such as video telephone/video conferencing (both point-to-point and multipoint); video monitoring; interconnection of local networks; file transfer; high-speed fax; e-mail for moving images or mixed documents; Broadband videotext; video on-demand and retrieval of sound programs or fixed and moving images.
BYMA (Bolsas y Mercados Argentinos S.A.): The Buenos Aires Stock Exchange.
CABA (Ciudad Autónoma de Buenos Aires): The City of Buenos Aires.
Cablevisión: Cablevisión S.A., together with its consolidated subsidiaries, dissolved without liquidation as a result of the Merger.
Carrier: Company that makes available the physical telecommunication network.
Caja de Valores S.A: Argentine depository that custodies both public and private trading securities.
CDB: China Development Bank Shenzhen Branch.
Cell: Geographical portion of the territory covered by a base transceiver station.
Cellular: A technique used in mobile radio technology to use the same spectrum of frequencies in one network multiple times. Low power radio transmitters are used to cover a Cell so that the frequencies in use can be reused without interference for other parts of the network.
CEPETEL (Sindicato de los Profesionales de las Telecomunicaciones): Union of Telecommunications Professionals.
China: The People’s Republic of China.
Channel: The portion of a communications system that connects a source to one or more destinations. Also called circuit, line, link or path.
Churn: The termination of a mobile telephony, cable television or internet services customer’s account. The churn rate is determined by calculating the total number of terminated customers of each of our mobile telephony, cable television and internet services over a given period as a percentage of the initial number of customers for such services as of the beginning of the applicable measurement period.
GLOSSARY OF TERMS | TELECOM ARGENTINA S.A. |
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CNDC (Comisión Nacional de Defensa de la Competencia): Argentine Antitrust Commission, which was dissolved by Decree No. 810/25, published on November 17, 2025, and replaced by the ANC.
CNV (Comisión Nacional de Valores): The Argentine Securities and Exchange Commission.
CONATEL(Comisión Nacional de Telecomunicaciones): Paraguay Telecommunications Commission.
COSO: Committee of Sponsoring Organizations of the Treadway Commission.
CPI: Consumer Price Index.
Customer / Subscriber / Access: A customer of any of the services we provide. A single subscriber may contract for multiple services, and we believe that it is more useful to count the number of accesses a subscriber has contracted for, than to merely count the number of our subscribers. For example, a subscriber that has fixed line telephony service and Broadband service is counted as two subscribers rather than as one subscriber.
CVH: Cablevisión Holding S.A.
DFI: Derivative Financial Instrument.
Digital: A mode of representing a physical variable such as speech using digits 0 and 1 only. The digits are transmitted in binary form as a series of pulses (units on which the rate structure of the regulated fixed line services is based). Digital networks are rapidly replacing the older Analog ones. Digital networks allow for higher capacity and higher flexibility through the use of computer-related technology for the transmission and manipulation of telephone calls. Digital systems offer lower noise interference and can incorporate encryption as a protection from external interference.
EDC: Export Development Canada.
ENACOM (Ente Nacional de Comunicaciones) or Regulatory Authority: Argentine Communications Entity within the scope of the Jefatura de Gabinete, acting as regulatory authority as of the date of this Annual Report.
ENTel (Empresa Nacional de Telecomunicaciones): Argentine Telecommunications Company which operated the telecommunications system in Argentina prior to the Transfer Date.
Entity List: The trade restriction list published by the Bureau of Industry and Security of United States Department of Commerce.
ESG: environmental, social, and governance.
Existing Loans: the financing arrangements entered into by Telecom Argentina to fund the Acquisition, consisting of (i) an unsecured syndicated loan granted by Banco Bilbao Vizcaya Argentaria S.A., Deutsche Bank AG, London Branch and Banco Santander, S.A., governed by the laws of the State of New York (the “Syndicated Loan”); and (ii) an unsecured bilateral loan granted by Industrial and Commercial Bank of China (Argentina) S.A.U., governed by Argentine law (the “Bilateral Loan”).
FATEL (Federación Argentina de Telecomunicaciones): Argentine Federation of Telecommunications.
Fiber Optic: Thin glass, silica or plastic wires, building the infrastructure base for data transmission. A Fiber Optic cable contains several individual fibers, and each of them is capable of driving a signal (light impulse) at unlimited bandwidth. Fiber Optics are usually employed for long-distance communication: it can transfer “heavy” data loads, and the signal reaches the recipient, protected from possible disturbances along the way. The driving capacity of Fiber Optics is higher than the traditional copper cable ones.
Fintech Services: Financial technology services.
Finnvera: Finnvera plc, the official export credit agency of Finland.
Fixed and Intangible Assets: Includes PP&E, Intangible assets, Goodwill, Investment Properties and Rights of use assets.
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FOEESITRA (Federación de Obreros, Especialistas y Empleados de los Servicios e Industria de las Telecomunicaciones de la República Argentina): Argentine Federation of Workers, Specialists and Employees of the Telecommunications Industry and Services.
FOMMTRA (Federación de Organizaciones de los Mandos Medios de las Telecomunicaciones de la República Argentina): Argentine Federation of Unions representing the Technical and Supervisory Staff of Telephone Companies.
FTL: Fintech Telecom LLC.
FTTC (Fiber to the Curb or Fiber to the Cabinet): In the case of FTTC the fiber connection reaches the equipment (distribution cabinet) located on the pavement, from where copper connections are run to the customer.
FTTH (Fiber to the Home): In the case of FTTH the fiber connection terminates inside the customer premises.
FX Market: Foreign exchange market.
GCL(Ley General de Sociedades Comerciales): Argentine General Corporations Law (Law No. 19,550).
GDP: Gross Domestic Product.
Gen AI (Generative Artificial Intelligence): Type of AI that creates new content and ideas by learning from existing data.
GPON: Gigabit-capable Passive Optical Network. A flexible optical fiber access network capable of supporting the bandwidth requirements of business and residential services. GPON systems are characterized, in general, by an optical line termination (“OLT”) system and an optical network unit (“ONU”) or optical network termination (“ONT”) with a passive optical distribution network interconnecting them. There is, in general, a one-to-many relationship between the OLT and the ONU/ONTs, respectively.
GSM (Global System for Mobile Communications): A standard for digital mobile technology used worldwide, which works on 900 MHz and 1,800 MHz band.
GSMA (Global System for Mobile Communications Association): The main advocacy organization for the telecommunications industry.
HFC (Hybrid Fiber-Coaxial): Network that incorporates both optical fiber and coaxial cable to create a Broadband network.
IASB: International Accounting Standards Board.
ICT (Information and Communication Technology): Broad area concerned with information technology, telecommunications networking and services and other aspects of managing and processing information, especially in large organizations.
ICT services (Information and Communication Technology services): Services to transport and distribute signals or data, such as voice, text, video and images, provided or requested by third-party users, through telecommunications networks.
ICT Services provided in Argentina: Includes ICT services provided by both segments of operations: “ICT Services provided in Argentina– Personal Network” and “ICT Services provided in Argentina – TMA Network.”
ICT Services provided in Argentina – Personal Network: Corresponds to the operations carried out by Telecom Argentina and its subsidiaries located in Argentina except TMA (TSMA, Cable Imagen, PEM, Inter Radios, Personal Smarthome and NYS2) engaged in the provision of ICT services.
ICT Services provided in Argentina – TMA Network: Corresponds to the operations carried out by the subsidiary TMA as from the acquisition date.
IDB: Inter - American Development Bank.
IFC: International Finance Corporation.
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IFRS Accounting Standards: International Financial Reporting Standards as issued by the IASB.
IGJ (Inspección General de Justicia): General Board of Corporations.
IMF: International Monetary Fund.
INDEC (Instituto Nacional de Estadísticas y Censos): The Argentine National Statistics and Censuses Institute.
IoT: Internet of Things.
IP (Internet Protocol): A set of communications protocols for exchanging data over the internet.
ISP: Internet Service Providers.
IT: Information Technology.
LAD (Ley Argentina Digital): Law No. 27,078, Argentina’s Digital Law.
Law No. 26,831 (Ley de Mercado de Capitales): Argentine Capital Markets Law, as amended and supplemented.
List of Conditions: The Privatization Regulations, including the Pliego de Bases y Condiciones, was approved by Decree No. 62/90, as amended.
M2M: Machine to Machine communication between two remote machines.
Management: Telecom Argentina’s management team.
MBOU: Mb per user per month.
Merger: Merger between Telecom Argentina and Cablevisión, effective as of January 1, 2018.
Mhz (megahertz): Unit of frequency.
Micro Sistemas/ Pem/ Cable Imagen/ Inter Radios/ Personal Smarthome/ NYS2/ RISSAU/ Manda/ TSMA: Names corresponding to limited companies or limited responsibility companies that are directly or indirectly controlled according to the definition of the GCL, or were controlled by Telecom Argentina, directly or indirectly: Micro Sistemas S.A., Pem S.A.U., Cable Imagen S.R.L., Inter Radios S.A.U., Personal Smarthome S.A., NYS2 S.A.U., Red Intercable Satelital S.A.U., Manda S.A. and Teledifusora San Miguel Arcángel S.A.
Mobile service: A mobile telephone service provided by means of a network of interconnected low-powered base stations, each of which covers one small geographic cell within the total cellular system service area.
Modem: Modulator/Demodulator. A device that modulates digital data to allow their transmission on Analog channels, generally consisting of telephone lines.
Multimedia: A service involving two or more communications media (e.g., voice, video, text, etc.) and hybrid products created through their interaction.
Network: An interconnected collection of elements. In a telephone network, these consist of switches connected to each other and to customer equipment. The transmission equipment may be based on fiber optic or metallic cable or point-to-point radio connectors.
Nortel: Nortel Inversora S.A., the direct parent company of Telecom Argentina S.A. until November 30, 2017, when it was absorbed by Telecom Argentina pursuant to the Reorganization.
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Northern Region: The Argentine government’s privatization program as set forth in the State Reform Law approved in August 1989 and subsequent decrees, the “Privatization Regulations” provided for the division of the Argentine telecommunications network operated by ENTel into two regions, the northern region (the “Northern Region”) and the southern region (the “Southern Region”) of Argentina. Additionally, these two regions are set forth in Decree No. 1,461/93, which ratified Resolution No. 575/93 which approved the list of conditions for the public offer for the provision of mobile telecommunication services.
NPS: Net Promoter Score.
OT (Operational Technology): technology and processes used to control the operation of industrial processes, including command and control systems, network architecture and control devices that monitor physical parameters critical for secure operation(for example, in mining operations).
OTT (Over the Top): Over the Top applications or services are those services that bypass traditional network distribution approaches and run over, or on top of, internet networks. OTT refers, in general, to content from a third party that is delivered to an end-user over the internet that is not provided directly by end-user ISP.
Packs: Packages integrated by SMS and minutes that can be purchased or added to those plans that recharge credit.
Parklet: Parklet S.A, company indirectly controlled by the Company until May 19, 2025, and a joint venture since then, according to the definition of the GCL. On the same date, the name of the company changed to “Openxpand S.A.”
PCS (Personal Communications Service): A mobile communications service with systems that operate in a manner similar to cellular systems.
PEN (Poder Ejecutivo Nacional): The executive branch of the Argentine government.
Platform: The total input, including hardware, software, operating equipment and procedures, for producing (production platform) or managing (Management platform) a particular service (service platform).
PP&E: Property, plant and equipment.
Privatization Regulations: The Argentine government’s privatization program as set forth in the State Reform Law approved in August 1989 and subsequent decrees.
Quadruple play: Means the integration of fixed and mobile telecommunication services as well as pay television and internet services.
RMB: Official currency of China.
RECPAM (Resultado por exposición a los cambios en el poder adquisitivo de la moneda): Inflation Adjustment Gain (Loss).
Reorganization: Corporate reorganization pursuant to which Telecom Argentina absorbed Sofora, Nortel and Telecom Personal.
Roaming: A function that enables mobile subscribers to use the service on networks of operators other than the one with which they signed their initial contract. The roaming service is active when a mobile device is used in a foreign country (included in the GSM network).
Satellite: Satellites are used, among other things, for links with countries that cannot be reached by cable, to provide an alternative to cable and to form closed user networks.
SBA: Stand-By Arrangement between Argentina and the IMF, approved by the IMF’s Executive Board on June 20, 2018.
SC (Secretaría de Comunicaciones): The Argentine Secretary of Communications, which was replaced by ENACOM.
SEC: The Securities and Exchange Commission of the United States of America.
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Securities Act: The United States Securities Act of 1933, as amended.
Service Provider: The party that provides end users and content providers with a range of services, including a proprietary, exclusive or third-party service center.
SMS (Short Message Service): Short text messages that can be received and sent through GSM-network connected mobile phones. The maximum text length is 160 alpha-numerical characters.
Sofora: Sofora Telecomunicaciones S.A., the indirect parent company of Telecom Argentina S.A. through its participation in Nortel until November 30, 2017, when it was absorbed by Telecom Argentina pursuant to the Reorganization.
SOFR: Secured Overnight Financing Rate, a broad measure of the cost of borrowing cash overnight collateralized by the United States Treasury securities.
Southern Region: See “Northern Region.”
STM (Servicio Telefónico Móvil): Mobile Telephone Service.
TAMAR (Tasa Mayorista de Argentina): Argentina Wholesale Rate published by the Banco Central de la República Argentina.
Telecom Argentina USA/ Núcleo/ Personal Envíos/ Televisión Dirigida/ Adesol/ Opalker/ Ubiquo/ Micro Fintech Holding/ Naperville/ Saturn/ CrediPay: Names corresponding to foreign companies Telecom Argentina USA Inc., Núcleo S.A.E., Personal Envíos S.A., Televisión Dirigida S.A., Adesol S.A., Opalker S.A., Ubiquo Chile Spa, Micro Fintech Holding LLC, Naperville Investments LLC, Saturn Holding LLC and CrediPay S.A., respectively, companies that are directly or indirectly controlled according to the definition of the GCL.
Telecom Personal: Telecom Personal S.A. Until November 30, 2017, Telecom Argentina owned 100% of Telecom Personal. Commencing December 1, 2017, pursuant to the Reorganization, mobile services provided by Telecom Personal have been provided by Telecom Argentina.
Telefónica: Telefónica de Argentina S.A.
Telintar: Telecomunicaciones Internacionales de Argentina Telintar S.A.
TMA: Telefónica Móviles Argentina S.A.
TOIP: fixed telephony service over internet protocol.
Transfer Date: November 8, 1990, the date on which Telecom Argentina commenced operations upon the transfer from the Argentine government of the telecommunications system in the Northern Region of Argentina that was previously owned and operated by ENTel.
Universal Service: The availability of Basic Telephone Service, or access to the public telephone network via different alternatives, at an affordable price to all persons within a country or specified area.
UPJET (Unión del Personal Jerárquico de Empresas de Telecomunicaciones): Union representing the Senior Staff of Telecommunication Companies.
URSEC (Unidad Reguladora de Servicios de Comunicaciones): Uruguayan regulatory authority.
USA: United States of America.
Value Added Services: Services that provide a higher level of functionality than the basic transmission services offered by a telecommunications network such as video streaming, “Personal Video,” “Nube Personal” (Cloud services), M2M, social networks, “Personal Messenger,” content and entertainment (SMS subscriptions and content, games, music, etc.), and voice mail.
VLG Argentina: VLG S.A.U., an Argentine corporation that was a shareholder of Telecom Argentina and controlled by CVH. (formerly known as VLG Argentina, LLC). During 2023 it was merged and absorbed by CVH.
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PART I
ITEM 1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
Not applicable.
ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE
Not applicable.
ITEM 3.KEY INFORMATION
Capitalization and Indebtedness
Not applicable.
Reasons for the Offer and Use of Proceeds
Not applicable.
Risk Factors
This section is intended to be a summary of more detailed discussions contained elsewhere in this Annual Report. The risks described below are not the only ones that we face. Additional risks that we do not presently consider material, or of which we are not currently aware, may also affect us. Our business, results of operations, financial condition and cash flows could be materially and adversely affected if any of these risks materialize and, as a result, the market price of our Shares and our ADSs could decline. You should carefully consider these risks with respect to an investment in Telecom Argentina. This section is divided in two sub-sections: the “Risk Factors Summary,” which provides a brief summary of our Risk Factors and “Detailed Risk Factors,” providing detailed information in relation to each Risk Factor identified.
| ✓ | Risk Factors Summary |
The following summarizes the main risks to which we are subject. You should carefully consider all the information discussed below in “Item 3. Key Information—Detailed Risk Factors” in this Annual Report for a comprehensive description of these and other risks.
Risks Relating to Argentina
| ● | Devaluation of the Argentine Peso and foreign exchange restrictions may adversely affect our results of operations, our capital expenditures and our ability to service our liabilities and pay dividends. |
| ● | Economic and political reforms in Argentina, and future policies of the Argentine government may affect the economy as well as the operations of the telecommunications industry. |
| ● | Inflation is high and could accelerate further, causing adverse effects on the economy and negatively impacting Telecom’s margins and/or ratios. |
| ● | The Argentine government may exercise greater intervention in private sector companies, including Telecom. |
| ● | A deterioration of domestic conditions may result in a return to economic contraction, which could adversely affect our operations. |
| ● | Adverse global economic and geopolitical developments may negatively impact the Argentine economy and, in turn, our business, financial condition, results of operations, and cash flows. |
| ● | Changes in U.S. trade and other policies under the new U.S. administration may adversely impact our business, financial condition, and results of operations. |
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| ● | Argentina’s ability to obtain financing from international markets is limited, which could affect its capacity to implement reforms and sustain economic growth. |
| ● | The Argentine banking system may be subject to instability which may affect our operations. |
| ● | We are subject to Argentine and international anti-corruption, anti-bribery and Anti - Money Laundering Laws and may be subject to compliance with economic and trade sanctions programs. Our failure to comply with these laws and programs could result in penalties, which could harm our reputation and have an adverse effect on our business, financial condition and results of operations. |
| ● | We maintain limited commercial relationships with telecommunications carriers in countries designated by the U.S. Department of State as state sponsors of terrorism, which could expose us to reputational, regulatory, or sanctions-related risks |
| ● | There can be no assurances regarding the consequences of the post-closing review of Argentine regulatory authorities in connection with the Acquisition. |
Risks Relating to Telecom and its Operations
| ● | We may become subject to burdensome regulations, ordinances and laws affecting the services we offer which could adversely affect our operations. |
| ● | We operate in a highly competitive environment that could materially erode our market position. |
| ● | The rapid adoption of OTT and satellite internet services is contributing to a significant decline in our traditional revenue streams and is challenging our legacy business model. |
| ● | Technological advances and replacement of our equipment may require us to make significant expenditures to maintain and improve the competitiveness of the services we offer. |
| ● | The intellectual property used by us, our suppliers or service providers may infringe on intellectual property rights owned by others. |
| ● | Our revenues may be adversely affected by an increase in churn rates, with respect to mobile telephony, cable television, internet services, corporate data services and IoT, or reductions in fixed telephony lines in service, with respect to fixed telephony services. |
| ● | Actual or perceived health risks or other problems relating to mobile handsets or transmission masts could lead to litigation or decreased mobile communications usage. |
| ● | Our operations and financial condition could be affected by future union negotiations, Argentine labor regulations and governmental measures requiring private companies to increase salaries or otherwise provide workers with additional benefits. |
| ● | We are or may be involved in legal and regulatory proceedings that could result in unfavorable decisions and financial penalties for us. |
| ● | A cyberattack could adversely affect our business, financial condition, results of operations and cash flow. |
| ● | Artificial intelligence presents risks that could adversely affect our business, results of operations and financial condition. |
| ● | The impacts of climate change could pose risks of damage to our infrastructure and cause disruptions in our operations, which may affect our financial results. |
| ● | Operational risks could adversely affect our reputation and our profitability. |
| ● | Any failure by a strategic supplier to comply with its legal and contractual obligations could adversely affect our operations and any action or restriction by a foreign government against a strategic supplier could adversely affect our reputation. |
| ● | Restrictive covenants in Telecom’s outstanding indebtedness may restrict its ability to pursue its business strategies. |
| ● | We may be adversely affected by fluctuations in interest rates. |
| ● | We may be unable to refinance our outstanding indebtedness, or the refinancing terms may be materially less favorable than their current terms, which would have a material adverse effect on our business, financial condition, results of operations and cash flow. |
| ● | We may not obtain the benefits we expect from the acquisition of TMA in the anticipated timeframe. |
Risks Relating to Telecom Argentina’s Shares and ADSs
| ● | The New York Stock Exchange (“NYSE”) and/or the Buenos Aires Stock Exchange (by delegated authority of BYMA) may suspend trading and/or delist Telecom’s ADSs and Class B common shares, respectively, upon occurrence of certain events relating to Telecom’s financial situation. |
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| ● | Under Argentine corporate law, shareholder rights may be fewer or less well defined than in other jurisdictions. |
| ● | Changes in Argentine tax laws may adversely affect the tax treatment of our Class B Shares and/or the ADSs. |
| ● | Our shareholders may be subject to liability under Argentine law for certain votes of their securities. |
| ● | The voting rights of investors with respect to the ADSs are limited by the terms of the deposit agreement. |
| ● | The price of our Class B Shares and the ADSs may fluctuate substantially, and your investment may decline in value. |
| ● | Restrictions on transfers of foreign exchange and the repatriation of capital from Argentina may impair your ability to receive dividends and distributions on, and the proceeds of any sale of the Class B Shares underlying the ADSs. |
| ● | Trading of Telecom Argentina’s Class B Shares in the Argentine securities markets is limited and could experience further illiquidity and price volatility. |
| ● | Holders of ADSs may be adversely affected by currency devaluations and foreign exchange fluctuations. |
| ● | The relative volatility and illiquidity of the Argentine securities markets may substantially limit your ability to sell the Class B Shares underlying the ADSs on the BYMA at the price and time desired by the shareholder. |
| ● | We are traded on more than one market and this may result in price variations; in addition, investors may not be able to easily move shares for trading between such markets. |
| ● | As a foreign private issuer, we will not be subject to U.S. proxy rules and will be exempt from filing certain reports under the Securities Exchange Act of 1934. |
| ● | If we do not file or maintain a registration statement and no exemption from the Securities Act registration is available, U.S. holders of ADSs may be unable to exercise preemptive rights granted to our holders of Class B Shares underlying ADSs. |
| ● | Our status as a foreign private issuer allows us to follow alternate standards to the corporate governance standards of the NYSE, which may limit the protections afforded to investors. |
| ● | We are organized under the laws of Argentina and holders of the ADSs may find it difficult to enforce civil liability claims against us, our directors, officers and certain experts. |
| ● | CVH, and through CVH, GC Dominio, have the ability to determine the outcome of any shareholder decision relating to significant matters affecting us. |
| ✓ | Detailed Risk Factors |
Risks Relating to Argentina
Overview
A substantial majority of our property, operations and customers are located in Argentina, and a portion of our assets and liabilities are denominated in foreign currencies. Accordingly, our financial condition, results of operations and cash flows depend to a significant extent on economic and political conditions prevailing in Argentina and on the exchange rates between the Argentine Peso and foreign currencies. In the recent past, Argentina has experienced severe recessions, political crises, periods of high inflation and significant currency devaluation. The Argentine economy has been volatile over time, with years of economic growth and others with recession. Several factors have impacted negatively the Argentine economy in the recent past, and may continue to impact it in the future, including among others, inflation rates, exchange rates, commodity prices, level of BCRA reserves, public debt, tax pressures, trade and fiscal balances, government policy and the international and macroeconomic conditions. Those conditions could adversely affect our operations.
Devaluation of the Argentine Peso and foreign exchange restrictions may adversely affect our results of operations, our capital expenditures and our ability to service our liabilities and pay dividends.
Since we generate a substantial portion of our revenues in Argentine Pesos (our functional currency), any devaluation may negatively affect the U.S. dollar value of our earnings while increasing, in Peso terms, our expenses and capital expenditures denominated in foreign currency. The Argentine Peso has been subject to significant devaluation against the U.S. dollar in the past and may be subject to fluctuations in the future. The value of the Argentine Peso compared to other foreign currencies is dependent, among other factors, on the level of international reserves maintained by the BCRA, which have also shown significant fluctuations in recent years. The Argentine macroeconomic environment, in which we operate, has been affected by the continued devaluation of the Argentine Peso, which in turn has and could continue to have a direct impact on our financial and economic position.
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The value of the Argentine Peso has fluctuated significantly over time. In 2025, the Argentine Peso continued to depreciate against the U.S. dollar and other major foreign currencies. The Peso depreciated at a faster rate compared to the previous year, with a monthly depreciation of approximately 3.0%. According to Banco de la Nación Argentina, the Argentine Peso/dollar exchange rate stood at P$1,455 per US$1.00 as of December 31, 2025, evidencing an appreciation of the U.S. dollar against the Argentine Peso of approximately 41.0% from its value of P$1,032 per dollar on December 31, 2024 (compared to 27.7% and 356.3% in the years ended December 31, 2024 and 2023, respectively). If we analyze the behavior of the average exchange rate, during 2025 it stood at P$1,245.0 per dollar.
Heightened restrictions to access the official FX Markets were imposed starting in 2020, and some exchange rates are only available to certain markets participants, or in the activities in which the currency is held. In addition, dealing with certain reference rates might directly affect the access of the Company to the Argentine Single and Free Exchange Market (“MULC” for its Spanish acronym). The requirements to access different exchange rates, as well as the actual exchange rate of each option, vary significantly from one another.
During 2024, the Milei administration implemented policies aimed at modifying Argentina’s macroeconomic conditions, such as reducing the fiscal deficit, reforming the National State, privatizing public companies and rationalizing the current spending of the national administration. These measures and any future measures may generate volatility in the economic and financial conditions of Argentina. To address the issue of increasing commercial debt deriving from the additional restrictions on the payments of imports described above, under Milei’s administration, the BCRA has been offering U.S. dollar-denominated securities (BOPREAL, standing for Bond for the Reconstruction of a Free Argentina in Spanish), which can only be subscribed by importers with overdue debts for goods with customs registration and/or services actually rendered until December 12, 2023. BOPREALs may be used for easier access to foreign currency, whether through the collection of interest or principal upon maturity, or through the sale of the bonds in the secondary market in exchange for dollars paid abroad. Access to the MULC for the payment of imports pending as of December 12, 2023, is subject to the prior authorization of the BCRA. Additionally, importers of goods and services may not pay any overdue amounts on account of imports as of December 12, 2023, by any other means, except for dollars held abroad or dollars obtained through BOPREALS, without jeopardizing access to the official exchange market. Pursuant to current BCRA rules, importers will not be entitled to access the MULC for 90 days if they have conducted exchange transactions involving the sale/purchase of securities (other than BOPREALs) settled in dollars abroad.
In this regard, between January and May 2024, the BCRA completed the Series 1, 2 and 3 BOPREAL auctions issuing their maximum amounts of US$5,000 million, US$2,000 million and US$3,000 million, respectively. In 2025, the BCRA launched Series 4 of BOPREAL bonds, with a maximum issuance amount of up to US$3,000 million, aimed at addressing outstanding foreign-currency obligations, including retained dividends, commercial and financial debt with related parties and inherited commercial debts. The first auction of Series 4 took place in June 2025, with additional tranches auctioned thereafter.
We participated in the auctions of BOPREAL 1 and 2 Series during January and February 2024. The bonds allowed us to agree to a settlement of the existing commercial debt with our main suppliers, which we negotiated with each counterparty individually.
On April 11, 2025, the Ministry of Economy and the BCRA announced the beginning of “Phase 3” of the economic program started on December 10, 2023. In this new phase, (i) the rate of the U.S. dollar in the FX Market may fluctuate within a moving band between P$1,000 and P$1,400, a limit to be increased at a rate of 1% per month; and (ii) the nominal anchor is reinforced, as the BCRA will continue to refrain from issuing Argentine pesos to finance the fiscal deficit or to remunerate its monetary liabilities, through a crawling peg mechanism.
Separately, pursuant to Communication “A” 8226 dated April 11, 2025, the BCRA also lifted restrictions preventing individuals from accessing the FX Market to purchase U.S. dollars. The Communication also allows local companies to use the FX Market to distribute profits to foreign shareholders for financial years starting on or after January 1, 2025. Additionally, the BCRA eased restrictions on payment terms for foreign trade transactions.
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As part of “Phase 3” of the economic program, on April 16, 2025, the BCRA also issued Communication “A” 8230, easing restrictions for the payment of certain related parties’ cross border financings and the repatriation of direct investments made by foreign investors in companies (other than companies controlling local financial entities) and allowing foreign investors to repatriate payments received in Argentina on account of securities listed in local markets (whether such payments derive from payments of principal or interest under such securities or the proceeds from the sale of such securities); in each case subject to certain conditions.
In addition, on December 15, 2025, the BCRA announced adjustments to the existing exchange rate framework. Effective January 1, 2026, the minimum and maximum exchange rate bands will be updated on a monthly basis in accordance with the most recent inflation data published by INDEC, replacing the prior crawling peg mechanism. The BCRA further indicated that the exchange rate will continue to operate under a floating regime within bands, with the objective of reducing the risk of extreme or abrupt exchange rate movements, while taking into account market liquidity conditions and trends in money demand.
The measures imply changes in the conditions of access to the FX market to purchase U.S. dollars. The Company cannot guarantee the success of these measures or that such measures will be sustained over time. For further information, see “Item 10—Additional Information—Foreign Investment and Exchange Controls in Argentina—Specific provisions for inward remittances—External financial indebtedness.”
The success of these measures is uncertain and any further depreciation of the Argentine Peso or our inability to acquire foreign currency could have a material adverse effect on our financial condition and results of operations. We cannot predict the effectiveness of these measures, nor whether, or to what extent, the value of the Argentine Peso may depreciate or appreciate against the U.S. dollar or other foreign currencies, nor our ability to meet our liabilities denominated in foreign currencies, or how these uncertainties will affect demand for the services we provide. Furthermore, no assurance can be given that, in the future, no additional currency or foreign exchange restrictions or controls will be imposed. Existing and future measures may negatively affect Argentina’s international competitiveness, discouraging foreign investments and lending by foreign investors or increasing foreign capital outflow which could have an adverse effect on economic activity in Argentina, and which, in turn, could adversely affect our business and results of operations.
Depreciation of the Argentine Peso against major foreign currencies may have a material adverse effect on our financial condition and results of operations and also have an adverse impact on our capital expenditure program and increase the Argentine Peso amount of our trade payables and borrowings denominated in foreign currencies. As of December 31, 2025, P$5,436,854 million of our liabilities were denominated in foreign currencies. Despite that Telecom seeks to manage the risk of devaluation of the Argentine Peso, by entering from time to time into certain DFI agreements and futures contracts to hedge some of its exposure to foreign currency fluctuations, Telecom remains highly exposed to risks associated with the fluctuation of the Argentine Peso. In addition, the devaluation of the Argentine Peso and foreign exchange restrictions may affect compliance with our covenants. See “—Risks Relating to Telecom and its Operations—Restrictive covenants in Telecom’s outstanding indebtedness may restrict its ability to pursue its business strategies.” Any restrictions on transferring funds abroad imposed by the Argentine government could undermine our ability to pay dividends on our ADSs or make payments (of principal or interest) under our outstanding indebtedness in U.S. dollars, as well as to comply with any other obligation denominated in foreign currency. See “Item 10—Additional Information—Foreign Investment and Exchange Controls in Argentina.”
Economic and political reforms in Argentina, and future policies of the Argentine government may affect the economy as well as the operations of the telecommunications industry.
The Argentine government has historically exercised significant influence over the economy, and telecommunications companies have operated in a highly regulated environment. The Argentine government may promulgate numerous, far-reaching regulations affecting the economy and telecommunications companies, as shown by, the enactment of Decree No. 690/20 in August 2020, and the nationalization of the private pension and retirement system in 2008. For more information see “—The Argentine government may exercise greater intervention in private sector companies, including Telecom.”
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Moreover, the long-term impact of these measures and any future measures taken by the Argentine government on the Argentine economy, as a whole and in the telecommunication sector remains uncertain. It is possible that such reforms could be disruptive to the economy and adversely affect the Argentine economy and the telecommunications industry, and consequently, our business, results of operations and financial condition. We are also unable to predict the measures that the Argentine government may adopt in the future, and how they will impact on the Argentine economy and our results of operations and financial condition.
In the event of any economic, social or political crisis, companies operating in Argentina may face the risk of strikes, expropriation, nationalization, mandatory amendment of existing contracts, and changes in taxation policies including tax increases and retroactive tax claims. In addition, Argentine courts have sanctioned modifications on rules related to labor matters, requiring companies to assume greater responsibility for the assumption of costs and risks associated with sub-contracted labor and the calculation of salaries, severance payments and social security contributions. Since we operate in a context in which the governing law and applicable regulations change frequently, also as a result of changes in government administration, it is difficult to predict if and how our activities will be affected by such changes.
On December 21, 2023, the Milei administration issued Decree of Necessity and Urgency (“DNU”) No. 70/2023, entitled “Bases para la Reconstrucción de la Economía Argentina” (Foundations for the reconstruction of the Argentine economy) establishing various initiatives for the deregulation of the economy and reduction of the size of the public administration and public expenses. Such decree remains mostly in effect. The decree includes a series of legal, institutional, tax, and criminal reforms affecting various sectors of the economy. Additionally, the decree declares a public emergency in economic, financial, fiscal, social security, defense, tariff, energy, health and social matters until December 31, 2025, extendable for two additional years, and delegates numerous legislative powers to the PEN for the duration of the public emergency. Pursuant to Decree No. 942/2025, issued in December 2025, the public health emergency originally declared under DNU No. 70/2023 was extended for an additional period, while the remaining emergency declarations expired on December 31, 2025, unless otherwise extended by applicable law or decree.
This decree is subject to the subsequent legislative control established by Section 99, paragraph 3, of the Argentine Constitution and Law No. 26,122, which provides that the decree shall remain in force until it is rejected by both Houses of the Argentine Congress. Pursuant to Article 23 of Law No. 26,122, each house of the Argentine Congress must accept or reject the decree in its entirety—without introducing amendments, additions or deletions—by an absolute majority vote of the members present. On March 14, 2024, the Senate rejected the decree and was subsequently forwarded to the lower house. The decree will become ineffective only if the lower house rejects it by an absolute majority of the members present. As of the date of this Annual Report, the decree remains in effect, as the lower house has not yet issued a decision on its rejection. The review conducted by the Permanent Bicameral Commission —established under Law No. 26,122— does not limit Congress’ ordinary powers to repeal legislative measures issued by the Executive Branch, as provided in Article 25 of such law.
A bill to amend Law No. 26,122 and reform the system of Congressional oversight of emergency, delegated and DNUs has received preliminary approval in Congress. If enacted, DNUs would remain in force only upon express approval by the Bicameral Commission and both chambers within mandatory time periods. As a result, the continued validity of DNU No. 70/2023 and any subsequent DNUs could be affected, potentially modifying the regulatory framework described herein.
The Milei administration also submitted to the Argentine Congress a significant number of reforms through the omnibus bill, entitled “Bases y Puntos de Partida para la Libertad de los Argentinos” (Foundations and Starting Points for the Freedom of the Argentine People or “Ley de Bases”). After months of negotiation, on June 28, 2024, the bill finally passed, and the Ley de Bases was approved. On the same date, Congress also approved the measures related to the regularization of tax, customs, and fiscal obligations, in order to achieve voluntary payment obligations by taxpayers. If they join the regime, they will receive different benefits depending on their membership and the type of debt they have.
The key points of the Ley Bases are the following:
| ● | Emergency: Ley de Bases declared a public emergency on administrative, economic and energy matters and delegated legislative powers to the Executive Branch under Section 76, subject to reporting to Congress; |
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| ● | State Reform: The law establishes the bases for state reorganization to improve efficiency, reduce the size of the state and strengthen internal controls. It also provides for the total or partial privatization of selected state-owned companies and introduces reforms to administrative procedures, public employment and collective labor regulations; |
| ● | Incentive Regime for Large Investments: The law creates the “Régimen de Incentivos para Grandes Inversiones” (RIGI), a legal and regulatory framework to promote large scale investments in strategic sectors, providing incentives, legal certainty and protection of acquired rights; |
| ● | Concessions: The law authorizes the granting of public works and public service concessions to private or public entities, financed through tariffs, tolls or other forms of remunerations; |
| ● | Energy: The law introduces reforms to the hydrocarbons, natural gas and electricity regulatory frameworks, including the creation of a unified national gas and electricity regulatory authority and the empowerment of the Executive to adapt existing energy legislation; and |
| ● | Labor modernization: The law introduces modifications to key labor laws, repeals certain enhanced compensation regimes, redefines employer responsibility in registered employment relationships and limits claims derived from third-party labor arrangements, while further labor reforms remain under congressional discussion. |
Through Decree No. 585/2024, Milei created the Ministry of Deregulation and State Transformation, appointing Federico Sturzenegger as its head. The Ministry’s functions include deregulation and state reform, through the formulation and implementation of national policy; simplification and downsizing of the State to eliminate unnecessary tasks and promote private job creation and economic development, and increasing competitiveness by reducing bureaucratic burdens, and regulatory constraints.
In line with these transformation policies, on October 21, 2024, the Executive branch announced the dissolution of the AFIP and its replacement through the creation of ARCA, which is under the purview of the Ministry of Economy. This measure was officially established through Decree No. 953/2024, which established that this new autonomous entity is AFIP’s legal successor and will maintain the responsibilities, powers, and functions assigned to the AFIP until the regulations regarding the powers, rights, and obligations, and the organic and functional structure of the new entity are published.
Additionally, in 2024, the lower house ratified two presidential vetoes that nullified significant laws passed by Congress. In September 2024, President Javier Milei’s veto of the law proposing an increase in retirement benefits was upheld, and in October 2024, the veto of the University Financing Law, which had been passed on September 13, 2024 by both chambers, was also upheld. In both cases, the decisions became final, leaving the Congress with no possibility of insisting on the passing of the regulations for the remainder of the parliamentary year.
On May 22, 2025 the Argentine Government announced the program “Reparación Histórica del Ahorro de los Argentinos,” which is intended to encourage the use of dollars that Argentine citizens have saved and not channelled through the Argentine financial system. One of the main decisions announced by the PEN entailed the repeal of several informative regimes requiring reports on purchases with credit and debit cards and virtual wallets, the purchase and sale of used vehicles, real estate sales and the use of public services such as electricity, water, gas and telephony.
After this announcement was made, on June 5, 2025, the PEN proposed to the Argentine Congress the enactment of the “Principio de Inocencia Fiscal” bill, with a view to allowing to any individual seeking to bring U.S. dollars held outside the Argentine financial system into the formal economy.
On December 26, 2025, the Argentine Congress enacted Law No. 27,799, published in the Official Gazette on January 2, 2026, that introduces significant amendments to the Criminal Tax Regime, Tax Prescription and fine amounts, and an optional and simplified tax regime for income tax filling for Individual residents.
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On September 4, 2025, the Argentine Senate approved a bill seeking to establish additional limits on the use of DNUs by the PEN. The proposed legislation would require that each DNU be limited to a single matter and that its validity be subject to ratification by an absolute majority of both chambers within 90 calendar days; if such ratification is not obtained, the decrees would be rendered ineffective.
The bill was subsequently debated in the lower house. However, a key article establishing the deadlines and requirements for ratification failed to achieve sufficient consensus during the specific debate, preventing the initiative from becoming law and requiring its return to the Argentine Senate. Although the specific impact of these legislative processes remains uncertain, no assurance can be given that they will not affect the overall operating context of the market.
We cannot assure you that future economic, regulatory, social and political developments in Argentina will not adversely affect our business, financial condition or results of operations, or cause a decrease in the market value of our securities.
Inflation is high and could accelerate further, causing adverse effects on the economy and negatively impacting Telecom’s margins and/or ratios.
Argentina has a hyperinflationary economy, and there is no assurance that inflation rates will not rise further in the future. Furthermore, the INDEC has experienced periods of political intervention that raised serious concerns about the reliability of its published data. As a result, at the end of February 2024, a London Court of Arbitration ordered Argentina to provide US$337 million in bonds to proceed with a lawsuit regarding the calculation method used for a series of debt bonds known as “GDP coupons.” The claim, initiated by a number of investment funds, alleges that the former administration led by Cristina Kirchner, with Axel Kicillof as Minister of Economy, changed the base year for calculating economic growth in 2013 to avoid triggering a GDP coupon payment. This coupon, established in Argentina’s 2005 debt restructuring, was designed to incentivize creditors to participate in a swap by promising additional payments for each year in which Argentina’s GDP grew by more than 3%.
On October 15, 2024, the Supreme Court of the United Kingdom dismissed Argentina’s appeal against the first-instance ruling. The Court of Appeal in London had previously denied Argentina leave to appeal. As a result, Argentina has no further legal recourse and is ordered to pay €1,330 million (US$1,443 million), plus applicable interest, in damages and indemnities related to the “GDP-coupons” case in the United Kingdom. Future political intervention in the INDEC could jeopardize the agency’s autonomy and therefore affect the reliability of its published statistics.
In early 2025, holders of these securities urged Argentina to engage in discussions regarding the execution and timing of payment of the judgment, following developments in Argentina’s macroeconomic and financial framework. In addition, certain guarantees in an aggregate amount of approximately €313 million were executed as part of enforcement actions related to the UK judgment.
In addition, during last three years, various factors in the international economic and financial context, such as the military conflict between Russia and Ukraine and between Israel and Hamas, and the turbulence in international financial markets caused by rising inflation, particularly in the United States and Europe, had a negative impact on emerging economies such as Argentina. See “—Adverse global economic and geopolitical developments may negatively impact the Argentine economy and, in turn, our business, financial condition, results of operations, and cash flows.” For example, inflation in Argentina raised significantly during 2023, reaching the highest monthly inflation of over 25% in December 2023, when the Milei administration took office. With the Milei administration, inflation experienced a notable decrease, attributed to the policies of fiscal adjustment, control of monetary issuance and economic opening implemented. The CPI variation was 31.5% in 2025, 117.8% in 2024 and 211.4% in 2023. Monthly inflation for January 2026 was 2.9%.
Efforts made by the Argentine government to contain and reduce inflation are expected to, as of the date of this Annual Report, achieve the desired results, as inflation is currently declining. If the value of the Argentine Peso cannot be stabilized through fiscal and monetary policies, an increase in inflation rates could be expected. For additional information, see Note 1.d) to our Consolidated Financial Statements.
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A high inflation rate, or a hyperinflationary process, would affect Argentina’s external competitiveness by diluting the effects of the depreciation of the Argentine Peso, negatively impacting employment and the level of economic activity, and undermining confidence in the Argentine banking system, which may further limit the availability of domestic and international credit for companies. At the same time, a portion of Argentina’s debt continues to be adjusted by the CER, a monetary index, which is strongly correlated with inflation. Therefore, any significant increase in inflation would drive an increase in Argentina’s external debt and, consequently, in Argentina’s financial obligations, which could exacerbate strains on the Argentine economy. A continued inflationary environment could undermine our operating results.
Because the majority of our revenues are denominated in Argentine Pesos, any further increase in the inflation rate not accompanied by a parallel increase in our prices would decrease our revenues in real terms and adversely affect our results of operations. Further, higher inflation rates generally lead to a reduction in the purchasing power, thus increasing the likelihood of a lower level of demand for our fixed and mobile telecommunications, cable television and internet services in Argentina.
The Argentine government may exercise greater intervention in private sector companies, including Telecom.
The Argentine government exercised in the past, and may exercise in the future, decisions to intervene in private companies in financial distress. We cannot predict whether the current administration or future administrations will take similar or further measures, including nationalization, expropriation and/or increased Argentine governmental intervention in companies. Government intervention in the industries in which we operate could create uncertainties for investors in public companies in Argentina, including Telecom Argentina, as well as have a material adverse effect on our business, financial condition, and results of operations. See “—Economic and political reforms in Argentina, and future policies of the Argentine government may affect the economy as well as the operations of the telecommunications industry.”
A deterioration of domestic conditions may result in a return to economic contraction, which could adversely affect our operations.
The Argentine economy has faced significant volatility in recent years, characterized by periods of slow or declining economic growth, high and fluctuating inflation rates, and depreciation of the Argentine Peso. Following a period of recovery after the sharp economic downturn in 2020, Argentina’s economy contracted again in 2023 and 2024 before returning growth in 2025. During 2025, Argentina’s economy underwent broad macroeconomic adjustment measures while ongoing constraints on the country’s foreign exchange reserves continued to exert pressure on the value of the Peso. Substantially all our operations, properties and customers are in Argentina, and, as a result, our business is largely dependent upon the economic and legal conditions prevailing in Argentina.
Global financial instability, pandemics, and other health-related crises (as well as government responses thereto), the armed conflicts between Russia and Ukraine and generally in the Middle East (such as the conflict between Israel and Hamas), the current situation in Venezuela, or global economic conditions, any future increases in the interest rate of the United States and other developed countries, changes in economic or political conditions in Latin America and any other global economic events may impact the Argentine economy and prevent Argentina from getting back on track to growth or could aggravate the current recession with consequences in trade and fiscal balances and in the unemployment rate.
Argentina’s economy may be negatively affected in the future by several domestic factors, including an appreciation of the real exchange rate that could undermine its competitiveness and further worsen the trade balance. Combined with capital outflows, this could reduce levels of consumption and investment and result in greater exchange rate pressure. Abrupt changes in monetary and fiscal policies or the foreign exchange framework could rapidly affect local economic output, while insufficient investment in certain economic sectors could reduce long-term growth. Access to international financial markets could be limited. An increase in public spending without a corresponding increase in public revenues could affect Argentina’s fiscal results and generate uncertainties that could constrain economic growth.
If economic conditions in Argentina were to further deteriorate, they could have an adverse effect on our results of operations, financial condition, and cash flows.
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Adverse global economic and geopolitical developments may negatively impact the Argentine economy and, in turn, our business, financial condition, results of operations, and cash flows.
The global macroeconomic environment is facing considerable challenges. There is substantial uncertainty over the long-term effects of the monetary and fiscal policies adopted by the central banks and financial authorities of some of the world’s leading economies, including the United States, Europe and China. The United States Federal Reserve (“Fed”) lowered interest rates in September, November and December 2024, which were the first reductions in four years, and continued cutting rates in September and December 2025. Some members of the Federal Open Market Committee have indicated that these reductions reflect a gradual approach to normalizing monetary policy, allowing for an evaluation of the policy’s restrictive impact as the U.S. economy progresses. However, the potential impact of these and other future Fed interest rate adjustments on the Argentine economy and our operations remains uncertain. Some of these monetary measures negatively impacted financial markets during 2022 and 2023.
United States has remained one of Argentina’s main trading partners.’ Under the Trump Administration, the trade relationship between the two countries could have a dual effect: while it could promote Argentine soybean exports, potential protectionism could negatively affect other economic sectors in Argentina. On November 13, 2025, the United States and Argentina announced their intention to enter into a bilateral framework agreement to deepen bilateral trade and investment cooperation, encompassing the elimination of non-tariff barriers, regulatory harmonization, intellectual property, agricultural market access, labor and environmental standards, economic security, digital trade and transparency in state-owned enterprises’ operations. Certain measures announced by the Trump administration have nonetheless generated concern in international trade due to the potential renegotiation of agreements and the implementation of tariffs and defensive measures.
There is also uncertainty as to how the trade relationship between Mercosur member States will unfold, particularly between Argentina and Brazil. We cannot predict the effect on the Argentine economy and our operations if trade disputes arise between Argentina and Brazil, or if either country were to exit the Mercosur.
Since October 2023, an armed conflict between Israel and Hamas-led Palestinian militant groups has taken place primarily in and around the Gaza Strip, with hostilities extending to the West Bank, the Israel-Lebanon border and Iran. In October 2025, Israel and Hamas reached a ceasefire agreement as part of a broader international peace plan, however, the durability of the ceasefire remains uncertain, with claims of breaches having been made. The United Nations has reinstated sanctions on Iran over its nuclear program, and the United States has intensified a pressure campaign including sanctions targeting entities linked to the financing of Hamas and Hezbollah.
In late February and early March 2026, a major regional conflict erupted after the United States and Israel launched large-scale airstrikes against Iran, targeting military, government, and nuclear-related infrastructure and killing Iran’s Supreme Leader, Ayatollah Ali Khamenei; Iran responded with widespread missile and drone attacks against Israel, U.S. bases, and several Gulf countries, drawing in regional actors and disrupting airspace, energy infrastructure, and civilian life across the Middle East, while the fighting caused significant casualties, displacement, market volatility, and intense international diplomatic efforts aimed at preventing further escalation into a broader war. These developments have increased uncertainty in international markets and could contribute to volatility in global financial conditions.
The Russia-Ukraine sanctions could adversely affect the global economy and financial markets and thus could affect our business, financial condition, or results of operations. The extent and duration of the military conflict, sanctions and resulting market disruptions are impossible to predict, but could be substantial. Any such disruptions caused by Russian military action or resulting sanctions may magnify the impact of other risks described in this Annual Report and may result in compliance and operational challenges for the Company. We maintain telecommunications agreements with certain third-party international carriers that may deliver traffic between the Company’s networks, Russia and Ukraine, potentially including certain sanctioned territories within Ukraine. Although U.S. sanctions authorize the receipt or transmission of telecommunications with such sanctioned territories, to the extent that any activities involving those international carriers are outside the scope of such authorization, or sanctions relating to Russia and Ukraine are expanded, such activity may potentially result in regulatory or enforcement actions against the Company.
In January 2025, oil prices rose by approximately 2% following the expectation that the expansion of U.S. sanctions against Russia which are expected to impact the export of Russian crude oil, could increase transportation costs and oil prices.
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In January 2026, the United States launched air strikes against Venezuela, captured former President Nicolas Maduro and announced plans to oversee a transitional period in the country. These developments introduce additional uncertainty into the regional geopolitical environment.
If international and domestic conditions for Argentina were to worsen due to the aforementioned factors, the Argentine economy could be negatively affected as a result of lower international demand and lower prices for its products and services, higher international interest rates, lower capital inflows and higher risk aversion, which may also adversely affect our business, results of operations, financial condition and cash flows. Argentina’s financial and equity markets are also influenced by economic and market conditions in other markets as the reactions of international investors to any of the developments described herein may produce a “contagion” effect that negatively impacts an entire region or investment class.
Changes in U.S. trade and other policies under the new U.S. administration may adversely impact our business, financial condition, and results of operations.
The U.S. government has indicated its intent to alter its approach to international trade policy and in some cases to renegotiate, or potentially terminate, certain existing bilateral or multi-lateral trade agreements and treaties with foreign countries and has made proposals and taken actions related thereto. In addition, the U.S. government has recently imposed tariffs on certain foreign goods ranging from 10% to 50% and has indicated a willingness to impose tariffs on imports of other products. Some foreign governments have instituted retaliatory tariffs on certain U.S. goods and have indicated a willingness to impose additional tariffs on U.S. products. The imposition of these tariffs and other recent trade policies by the U.S. government have already caused substantial volatility in the international markets and could result in more volatility in the future. In particular, these tariffs could disrupt global trade flows and impact on the cost and availability of telecom equipment and technology and increase operational costs for companies reliant on international supply chains.
Further, the U.S. government recently issued proclamations re-imposing and expanding 25% tariffs on imported steel and aluminum products under Section 232 of the Trade Expansion Act of 1962. These tariffs apply to all countries that previously received exemptions, increase aluminum tariffs from 10% to 25%, and expand the scope of existing steel and aluminum tariffs to include derivative products. The new tariffs took effect on March 12, 2025 and could increase the cost of critical telecommunications infrastructure and equipment, particularly for companies like us that rely on imports for network expansion and maintenance. Additionally, heightened scrutiny on tariff classifications and increased enforcement measures by U.S. authorities could lead to further supply chain disruptions and additional costs. Given our reliance on imported telecommunications equipment, changes in U.S. trade policies that cause disruption in the international market may materially adversely impact our costs and ability to import such equipment. For example, if our access to key suppliers or technology is restricted, or if our customers face economic constraints due to increased costs of goods and services resulting from international tariffs, trade restrictions, or changes in U.S. or foreign government regulations, our financial condition and results of operations could be materially and adversely affected. See “—Risks Relating to Telecom and its Operations—Any failure by a strategic supplier to comply with its legal and contractual obligations could adversely affect our operations and any action or restriction by a foreign government against a strategic supplier could adversely affect our reputation.”
Argentina’s ability to obtain financing from international markets is limited, which could affect its capacity to implement reforms and sustain economic growth.
Argentina has experienced financial distress since its default on certain debt payments in 2001, 2014 and 2020. During 2020, the Argentine government entered into negotiations with its creditors to restore the sustainability of its external public debt. By August of that year, the Argentine government restructured approximately US$66.5 billion of its U.S. dollar-denominated global bonds.
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During the first quarter of 2022, the Argentine government reached a new agreement with the IMF in order to renegotiate the principal maturities of the US$44.1 billion disbursed between 2018 and 2019 under an SBA, originally planned for the years 2021, 2022 and 2023. On January 28, 2022, the Argentine government and the IMF announced that they had reached an understanding on key policies as part of their ongoing discussions relating to an IMF-supported program. Later, on March 3, 2022, the IMF and the Argentine government reached a staff-level agreement on the economic and financial policies to be supported by a 30-month extended fund facility arrangement (the “EFF Agreement”), which was approved by the Argentine Congress through Law No. 27,668 on March 17, 2022, and enacted by Decree No. 130/22. Subsequently, the executive board of the IMF approved the EFF Agreement for an amount equivalent to US$44 billion, including an immediate disbursement of US$9.6 billion. As of the year ended December 31, 2023, the IMF Executive Board and the Argentine authorities reached a staff-level agreement on the first to the sixth reviews, under the extended fund facility arrangement. On February 1, 2024, the IMF Executive Board concluded the seventh review of the agreement under the IMF extended fund facility for Argentina. The decision of the Executive Board enables an immediate disbursement of approximately US$4.7 billion (or Special Drawing Rights “SDR” 3.5 billion) to support the significant efforts of the new authorities to restore macroeconomic stability and get the program back on track. On May 14, 2024, the eighth review of the program took place, which focused on fiscal compliance during the first quarter of 2024. According to the Ministry of Economy’s figures, the primary fiscal surplus was four times higher than the figure required by the current program. In turn, under the 2018 agreement, the BCRA is expected to make a payment of US$1.9 billion and after which only a last principal payment of approximately US$640 billion will remain and, from that moment on, the BCRA will make calendar interest and surcharge payments until September 2026, when the repayment process of the current Extended Facilities Program is expected to begin. In this sense, on June 13, 2024, the IMF Executive Board concluded the eighth review of the agreement under the IMF extended fund facility for Argentina. The decision of the Executive Board enabled an immediate disbursement of approximately US$0.8 billion.
Under Executive Order No. 179/2025 of March 10, 2025, the Argentine government authorized a new credit operation with the IMF, featuring a 10-year amortization schedule, to repay debts owed to the IMF itself and amounts due under notes issued to the BCRA. On April 11, 2025, the Argentine government announced it had reached an extended facilities agreement with the IMF for an amount of US$ 20,000 million, of which US$ 15,000 million constitute freely available disbursements in 2025. As reported by the Ministry of Economy and the BCRA in their announcement dated April 11, 2025, other international agencies are expected to provide additional disbursements for approximately US$ 6.1 billion that will complement the disbursements to be made by the IMF during 2025. Overall, these agreements have the potential to contribute to an increase of US$ 23,100 million in the BCRA’s liquid reserves during 2025. Finally, the BCRA has agreed to an additional twelve-month extension of the activated tranche of the currency swap with the Central Bank of China (PBOC) (for approximately US$5 billion).
On October 28, 2022, the Minister of Economy announced a new agreement with the Paris Club, which is an addendum to the Paris Club 2014 Settlement Agreement. This new agreement recognizes a principal amount of US$1.971 billion, extending the repayment period to thirteen semi-annual installments, starting in December 2022 to be repaid in full in September 2028. As part of the agreement, the interest rate applicable to the first three installments was reduced from 9% to 3.9%, with subsequent gradual increases to 4.5%. The payment profile implies semi-annual payments averaging US$170 million (principal and interest included). In early April 2023, the former Minister of Economy, Sergio Massa, signed agreements with the Netherlands, Germany, Canada, Israel, Finland, Denmark and Austria, part of the negotiations between the Argentine government and the group of creditor countries of the Paris Club to finalize the payment of the obligations in 2028.
During 2024 and into 2025, Argentina continued its engagement with the IMF under the EFF Agreement, with further program reviews conducted and disbursements subject to compliance with fiscal, monetary and structural benchmarks. Discussions between the Argentine authorities and the IMF regarding the continuation of the program and policy implementation remained ongoing as of 2025.
As of 2025, Argentina continued to service its obligations under the amended Paris Club agreement, with semi-annual payments made in accordance with the agreed repayment schedule through 2028.
We cannot assure you that the EFF Agreement will not affect Argentina’s ability to implement reforms and public policies and boost economic growth. In addition, the long-term impact of these measures and any future measures taken by the current government on the Argentine economy remains uncertain.
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Despite the restructuring of Argentina’s public debt carried out between 2020 and 2022, international markets remain cautious about Argentina’s debt. Although Argentina country risk indicator began to decline significantly, there can be no assurance that Argentina’s credit ratings will remain in place or otherwise be downgraded, suspended or cancelled. Any downgrade, suspension or cancellation of Argentina’s sovereign debt rating may have an adverse effect on the Argentine economy and our business.
Without renewed access to financial markets, the Argentine government may not have the financial resources to implement reforms and drive growth. Argentina’s inability to obtain credit in international markets could have a direct impact on our ability to access those markets to finance our operations and growth, including the financing of capital expenditures, which would adversely affect our financial condition, results of operations and cash flows. In addition, we cannot predict the outcome of any future restructuring of Argentine sovereign debt. We have investments in Argentine sovereign bonds in the amount of P$322,392 million as of December 31, 2025. Any new event of default by the Argentine government could adversely affect their valuation and repayment terms, as well as have a material adverse effect on the Argentine economy and, consequently, our business and results of operations.
The Argentine banking system may be subject to instability which may affect our operations.
Although the financial system’s deposits continue to grow in nominal terms, they are mostly short-term deposits and the sources of medium and long-term funding for financial institutions are currently limited. In 2025, nominal private sector deposits in Argentine pesos expanded by approximately 41.3% in real terms year-over-year. During the same period, private sector deposits in foreign currency increased by around 17.6%. In addition, loans to the private sector in foreign currency grew by roughly 71.7% in 2025 (in currency of origin).
Financial institutions are particularly subject to significant regulation from multiple regulatory authorities, all of which may, among other things, establish limits on commissions and impose sanctions on financial institutions. The lack of a stable regulatory framework, or changes to such regulatory framework by the Argentine government, could impose significant limitations on the activities of financial institutions and could induce uncertainty with respect to the financial system stability.
The persistence of the current economic crisis or the instability of one or more of the larger banks, public or private, could have a material adverse effect on the prospects for economic growth and political stability in Argentina, resulting in a loss of consumer confidence, lower disposable income and fewer financing alternatives for consumers. These conditions would have a material adverse effect on us by resulting in lower usage of our services, lower sales of devices and the possibility of a higher level of uncollectible accounts or an increase in the credit risk of the counterparties regarding the Company investments in local financial institutions. In addition, exchange controls and restrictions on transfers abroad and capital inflows limit the availability of international credit.
We are subject to Argentine and international anti-corruption, anti-bribery and Anti-Money Laundering Laws and may be subject to compliance with economic and trade sanctions programs. Our failure to comply with these laws and programs could result in penalties, which could harm our reputation and have an adverse effect on our business, financial condition and results of operations.
The United States Foreign Corrupt Practices Act of 1977 (“FCPA”), the Organization for Economic Co-Operation and Development Anti-Bribery Convention, the Argentine Corporate Criminal Liability Law (Ley de Responsabilidad Penal Empresaria), and other applicable anti-corruption laws prohibit companies and their intermediaries from offering or making improper payments (or giving anything of value) to government officials and/or persons in the private sector for the purpose of influencing them or obtaining or retaining business and require companies to keep accurate books and records and maintain appropriate internal controls. In particular, the Argentine Corporate Criminal Liability Law provides for the criminal liability for corporate entities for criminal offences against public administration and transnational bribery committed by, among others, its attorneys-in-fact, directors, officers, employees, or representatives. Relatedly, we may be subject to compliance with economic and trade sanctions programs, including certain of which that are administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), which prohibit or restrict transactions or dealings with certain territories, governments, organizations, and individuals. Although these programs differ from one sanction regime to another, to be subject to sanctions compliance requirements, such activities generally need to occur within the jurisdiction of the sanctioning authority. Failure to comply with any anti-corruption, anti-bribery or Anti-Money Laundering Laws or economic and trade sanctions programs could subject us to legal and reputational consequences, including civil and criminal penalties.
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It may be possible that, in the future, there may emerge in the press allegations of instances of misbehavior on the part of former agents, current or former employees or others acting on our behalf or on the part of public officials or other third parties doing or considering business with us. We will endeavor to monitor such press reports and investigate matters that we believe warrant an investigation in keeping with the requirements of compliance programs and, if necessary, make disclosure and notify the relevant authorities. However, any adverse publicity that such allegations attract may have a negative impact on our reputation and lead to increased regulatory scrutiny of our business practices.
Our subsidiary Micro Sistemas is subject to Argentine Anti-Money Laundering Laws and administrative regulations that conform, in particular, to the international standards established by the Financial Action Task Force (FATF-GAFI) (the “Anti-Money Laundering Laws”) that prohibit, among other things, their involvement in receiving and/or transferring the proceeds of criminal activities and impose obligations to identify the users and beneficial ownership and request certain information and documentation that, in certain circumstances, must be shared with regulators or government institutions. In Paraguay, our subsidiary Personal Envíos is subject to laws that prevent and repress illegal acts intended to legitimize money or assets, and to resolutions that regulate the Prevention of Money Laundering and Financing of Terrorism directed at Electronic Payment Media Companies authorized by the Central Bank of Paraguay. See “Item 4—Information on the Company— Regulatory Authorities and Framework.” Failure to comply with Anti-Money Laundering Laws could result in significant administrative and/or criminal sanctions as provided in such regulations.
On February 10, 2025, President Trump issued an executive order pausing FCPA enforcement for 180 days and directing the Department of Justice (“DOJ”) to revise its enforcement guidelines to prioritize U.S. economic and security interests. This pause ended on June 9, 2025, with the DOJ’s issuance of new enforcement guidelines. In addition to risks generated by uncertainty regarding how these guidelines will be implemented, we may face an increased risk of stricter FCPA enforcement if the new guidelines result in more scrutiny toward non-U.S. companies such as Telecom Argentina.
We believe that our past and current activities comply with applicable anti-corruption, anti-bribery and Anti-Money Laundering Laws and economic and trade sanctions programs. However, such laws and programs are complex and subject to significant discretion by the relevant authorities. As a result, we cannot provide any guarantees that our activities will not be challenged in the future, which could have a material adverse effect on our results of operations. If we or individuals or entities that are or were related to us are found to be liable for violations of applicable anti-corruption, anti-bribery or Anti-Money Laundering Laws (either due to our own acts or our inadvertence, or due to the acts or inadvertence of others) or economic and trade sanctions programs, we or other individuals or entities could face civil and criminal penalties or other sanctions, which in turn could have a material adverse impact on our reputation, business, financial condition and results of operations.
We maintain limited commercial relationships with telecommunications carriers in countries designated by the U.S. Department of State as state sponsors of terrorism, which could expose us to reputational, regulatory, or sanctions-related risks
We maintain roaming agreements with telecommunications carriers in certain countries designated by the U.S. Department of State as state sponsors of terrorism, including Cuba and Syria, primarily through our operations in Argentina and our subsidiary Núcleo in Paraguay. We also route international traffic to and from these designated countries through third-party international carriers. While we do not maintain direct commercial relationships with carriers in North Korea, and certain agreements generate minimal or no billable traffic, our involvement in telecommunications services that directly or indirectly relate to designated countries could expose us to U.S. economic sanctions, export control restrictions, or other regulatory measures. Such exposure could result in reputational harm, limitations on our ability to access U.S. capital markets or conduct business with U.S. entities, regulatory penalties, or restrictions on our operations, any of which could adversely affect our business, financial condition, and results of operations.
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There can be no assurances regarding the consequences of the post-closing review of Argentine regulatory authorities in connection with the Acquisition.
On February 24, 2025, we completed the acquisition of TMA for a purchase price of US$1,245 million (P$1,660,045 million in current currency as of December 31, 2025), pursuant to which we (i) assumed a debt owed to TMA in the amount of US$126 million (P$167,887 million in current currency as of December 31, 2025) and (ii) paid in cash US$1,119 million (P$1,492,158 million in current currency as of December 31, 2025) using funds obtained from the Existing Loans. The Acquisition is subject to a post-closing evaluation by ENACOM and the ANC (formerly the CNDC as detailed below). Telecom Argentina is seeking ENACOM’s approval for the change of control in TMA resulting from the Acquisition. In addition, the Secretary of Industry and Commerce (or its successor under Law No. 27,442), must decide whether it authorizes the economic concentration resulting from the Acquisition. As part of the relevant antitrust procedures, the ANC must render its opinion on the requested authorization. All approvals must comply with applicable regulatory and antitrust requirements and include an analysis of market concentration levels in Telecom’s operating sectors.
On March 21, 2025, Telecom Argentina was notified of the resolution of the Secretary of Industry and Commerce requiring Telecom Argentina, as a provisional measure in accordance with Article 44 of Law No. 27,442 (the “March 2025 Resolution”), to refrain from carrying out any type of legal, corporate and/or commercial act that directly or indirectly relates to the integration or consolidation of TMA’s businesses with Telecom Argentina for a period of six months or until the Secretary of Industry and Commerce issues a decision regarding the Acquisition, including (i) any initiative that integrates TMA’s equipment with that of Telecom Argentina, and (ii) any exchange of competitively sensitive information with TMA, such as prices and pricing strategies, costs and margins, business plans and commercial strategies and information on customers and suppliers, investment plans, among others. Such resolution further provided that Telecom Argentina must respect the agreements regarding the reciprocal use of infrastructure previously entered into between Telecom Argentina and TMA. As of the date of this Annual Report, TMA operates as an independent business under a separate business segment from Personal, and the members of the Board of Directors and the management of Telecom Argentina and TMA are independent of each other. On April 6, 2025, Telecom Argentina filed an appeal against the aforementioned resolution. Telecom Argentina has also appealed the note from the Secretary of Industry and Commerce to the CNDC dated March 27, 2025 appointing a monitoring agent for Telecom Argentina and TMA, in order to oversee compliance with the measures approved by the resolution of the Secretary of Industry and Commerce referred to above. On June 5, 2025, Telecom Argentina was notified of the decision of the Chamber III of the Federal Court of Appeals on Civil and Commercial Matters which resolved to grant the Telecom Argentina’s appeal, thereby suspending the effects of the Resolution and the note respectively issued by the Secretary of Industry and Commerce on March 21 and March 27, 2025, and further ordering the Secretary of Industry and Commerce to refrain from taking any measure contrary to such suspension.
In addition, on June 19, 2025, Telecom Argentina was notified of a resolution of the Secretary of Industry and Commerce that included (i) a statement of objection to the transaction; (ii) a request for Telecom Argentina to present its arguments against the objections within 15 days, and (iii) a call for a special hearing to consider the measures proposed by Telecom Argentina to overcome these objections. Telecom Argentina submitted its arguments on August 5, 2025, and hearings were held on September 19, 2025, and October 6, 2025. The CNDC resolved to adjourn the proceedings pending its assessment of the observations submitted by Telecom Argentina and additional information requested from third parties that remains to be submitted. On August 5, 2025, Telecom Argentina timely submitted its response to the preliminary objection report issued by the CNDC. Together with that submission, and without this being construed as an acknowledgment that the transaction raises an antitrust concern, Telecom Argentina expressed its willingness, as a procedural safeguard contemplated under Law No. 27,442, to consider potential commitments to address the provisional concerns outlined in the objection report, should the authorities deem it necessary. Telecom Argentina believes that any such potential commitments, if required, would be limited, proportionate, and would not have a material adverse effect on the Company’s business, financial condition, or ability to meet its financial obligations.
On November 17, 2025, pursuant to Decree No. 810/2025, the Argentine Government established the Argentine National Competition Authority (“ANC”), a decentralized and autonomous entity that replaced the CNDC. The ANC became formally operational upon the appointment of its authorities in accordance with Law No. 27,442, which establishes its role as the entity responsible for protecting and promoting competition and safeguarding the general economic interest. As a result, the regulatory review related to the Acquisition is conducted under the supervision of the ANC.
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On December 23, 2025, Chamber III of the Federal Court of Appeals on Civil and Commercial Matters declared it unnecessary to rule on the appeal filed by Telecom Argentina against Resolution No. 63/2025 issued by the Secretary of Industry and Commerce, given that at the time the judgment was rendered, the precautionary measure had already expired. In this regard, the Chamber expressly noted that the case record did not demonstrate the existence of an extension of the precautionary measure and therefore concluded that no current case or controversy remained to warrant consideration of the claim. The Argentine Government filed a Federal Extraordinary Appeal against this resolution, which has been notified to Telecom Argentina on February 23, 2026. Telecom Argentina has duly responded within the established timeframe, requesting that the appeal be dismissed as inadmissible.
Likewise, on that same date, a new hearing was held within the framework of the procedure established in Article 14 of Law No. 27,442 before the ANC, which constituted a continuation of the previously mentioned hearings. With the holding of this hearing, the hearing stage provided for in the procedure was deemed concluded, leaving the case under review by the ANC for the issuance of the corresponding resolution within the framework of the operation’s review process.
There can be no assurance as to the outcome of such appeal process or the consequences of the post-closing evaluation of the Acquisition by regulatory and antitrust authorities. If the injunction referenced above is overturned and/or the above-mentioned regulatory measures are extended, or if regulatory or antitrust authorities impose conditions or require divestitures (which may include the divestiture of our interest in all or certain assets of TMA, including, among others, the spectrum assets), it could have a material adverse effect on our business strategy, financial condition, and future growth. Such conditions or requirements could also result in breaches of covenants under the Existing Loans, which, in turn, could trigger an event of default under such loans. Any potential divestitures at a lower-than-expected-price could have an adverse effect on our results or financial condition. Additionally, complying with potential regulatory or antitrust requirements imposed by the relevant authorities, such as asset divestitures or restrictions on legal, corporate and/or commercial activities related to the integration or consolidation of TMA’s businesses with Telecom Argentina’s, could delay the realization of anticipated benefits from the Acquisition and increase associated costs.
For more information on the recent acquisition of TMA, see “Item 4—Information on the Company— Recent Developments—Acquisition of TMA.”
Risks Relating to Telecom and its Operations
We may become subject to burdensome regulations, ordinances and laws affecting the services we offer which could adversely affect our operations.
Activities in the fixed and mobile telephony, cable television and internet businesses are subject to risks associated with the adoption and implementation of laws and governmental regulations that reflect changing governmental policies over time. The Argentine government has historically exercised significant influence over the economy, and telecommunications companies have operated in a highly regulated environment. In the past, the Argentine government promulgated numerous, far-reaching regulations affecting the economy and telecommunications companies. In addition, local municipalities in the regions where we operate have also introduced regulations and proposed various taxes and fees for the installation of infrastructure, equipment and expansion of fixed line and mobile networks. For example, municipalities usually restrict areas where antennas may be deployed, negatively impacting our mobile service coverage, which in turn affects the quality of our services. Municipal and provincial tax authorities have also brought an increasing number of claims against us, which we are replying. If changes to existing laws and regulations lead to negative consequences for the Company, our business, financial condition, results of operations and cash flows may be adversely affected.
After the deregulation of Argentina’s telecommunications and media industries, the Broadcasting Law, No. 26,522, the LAD and their implementing regulations have been amended on several occasions, modifying requirements to hold or transfer broadcasting licenses.
Although the current administration generally favors deregulation and limited state intervention in the private sector, we cannot guarantee that we will not be subject to further regulations in the future. Such regulations could necessitate adjustments to our subscription service prices, potentially having a materially adverse impact on our revenues.
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Moreover, in certain municipalities, regulations have been adopted requiring us to upgrade and/or modify our cable television systems. We will seek to continue to upgrade our existing cable systems, including any network upgrades or modifications required by regulatory or local authorities if we have sufficient cash flow and financing is available at commercially attractive rates. Although currently applicable local ordinances provide that certain penalties may be imposed, including the suspension of the right to use the air space, municipalities have generally not imposed penalties on non-compliant cable systems operators. As of the date of this Annual Report, no fines have been imposed on us in relation to this matter.
The laws related to the commitments to maintain certain coverage and quality of services require and may require significant capital expenditure from Telecom for both Personal and TMA networks. Additionally, many municipal governments have issued regulations that, in our view, exceed their authority, which frequently limit, hinder or restrict the installation of the infrastructure required to comply with such commitments. Therefore, such legislation negatively impacts on the obligations that we and our competitors assumed.
In relation to Fintech Services, we are subject to BCRA regulation for all services provided by Personal Pay. Any failure to comply with current regulations could generate regulatory exposures that entail sanctions and reputational exposures for the business.
We may also be subject to additional and unexpected governmental regulations in the future. For more information on the regulatory framework, see “Item 4—Information on the Company—Regulatory Authorities and Framework.”
We operate in a highly competitive environment that could materially erode our market position.
The telecommunications industry is currently undergoing a paradigm shift, driven by the entry of global competitors into local markets and the progressive dismantling of traditional geographic barriers. Connectivity is no longer constrained by the physical infrastructure deployed within a given country. It can now be delivered from space through low-earth orbit (LEO) satellite constellations or through digital platforms operating without a local physical footprint. This shift has fundamentally reshaped the competitive landscape, enabling global technology companies to compete directly with traditional telecommunications operators across multiple markets, including internet access, entertainment distribution, and enterprise services. The increasing availability of satellite-based internet services, the expansion of OTT entertainment platforms operating without a local presence, and the consolidation of hyperscale technology providers in the enterprise solutions market are eroding the historical advantages of scale, coverage and infrastructure traditionally enjoyed by incumbent operators.
Fintech Services are also becoming increasingly competitive with the growth of several fintechs established in Argentina. In addition, new competitors are in process to require local Bank licenses. With respect to our digital wallet, Personal Pay competes with existing digital and offline payment methods, including banks and other providers of traditional payment methods that serve both merchants and individuals. We also compete in the rapidly evolving fintech space with local and strong global players that offer digital financial services such as access to credit, virtual and physical cards, insurance, savings accounts and asset management.
Technological innovation relating to fixed and mobile telephony, cable television, internet transmission and Fintech Services increases the level of competition that we face and requires us to make frequent investments to develop new and innovative programming services and products to attract and retain fixed and mobile telephony, cable television, internet and Fintech Services customers. We cannot assure you that we will be able to make the investments necessary to remain competitive, or that we will be able to attract new and retain our current customers. A substantial loss of customers to competitors would have a material adverse effect on our business and results of operations.
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The rapid adoption of OTT and satellite internet services is contributing to a significant decline in our traditional revenue streams and is challenging our legacy business model.
In the entertainment market, the proliferation of new streaming platforms—such as Disney+, Max, Paramount+, Star+, and Amazon Prime Video, among others—has fundamentally transformed audiovisual consumption patterns. These platforms offer global content libraries, exclusive original content, and highly personalized user experiences. In addition, high-profile sporting events—such as the Club World Cup, broadcast exclusively by digital platforms without the intermediation of traditional operators (DAZN)—have underscored the emergence of a new direct-to-consumer distribution model that challenges the historical role of operators as content aggregators. Although our Flow platform has evolved to integrate both linear and on-demand content and has incorporated advanced digital features, the risk remains: if we fail to maintain a differentiated and compelling value proposition, we may lose competitive momentum vis-à-vis these global platforms, adversely affecting our ability to retain and acquire subscribers.
In the mobile market, competition has intensified due to heightened consumer price sensitivity, the ease of switching providers through number portability, and the proliferation of usage models based on public Wi-Fi networks and OTT applications that substitute traditional voice and messaging services. This dynamic is particularly pronounced in the prepaid line of business, where users tend to use multiple SIM cards or prioritize mobile data usage to access digital services provided by third parties. This landscape is further compounded by an emerging risk: the development of Direct-to-Cell (D2C) satellite connectivity solutions, which enable mobile devices to connect directly to satellite constellations without the need for intermediary terrestrial infrastructure. This technology, driven by global players with large-scale deployment capabilities, could materially alter competitive conditions in the mobile market, particularly in rural or low-density areas where traditional networks face higher coverage costs. Although widespread adoption remains subject to technical, regulatory, and commercial factors, the advancement of the D2C model represents a potential threat to established mobile operators by introducing an alternative connectivity solution that bypasses local network infrastructure and could capture a meaningful share of demand in certain market lines of business.
In the internet access market, the emergence of low-Earth orbit (LEO) satellite service providers has introduced a structural shift in competitive dynamics. Because these technologies do not rely on terrestrial network infrastructure, they enable immediate nationwide coverage and unprecedented scalability, positioning them as a viable alternative to traditional fixed-line networks. For example, Starlink has experienced rapid growth since its commercial launch in Argentina, reaching a meaningful subscriber base in less than one year and demonstrating strong demand for connectivity solutions that are independent of local infrastructure. This landscape is further shaped by the anticipated entry of additional global operators, such as Amazon’s Project Kuiper and OneWeb, which have already obtained regulatory authorizations to operate in the country and have announced ambitious deployment plans supported by strategic partnerships and advanced technological capabilities. This new generation of competitors—characterized by highly efficient business models and immediate coverage—poses a direct challenge to incumbent operators by lowering barriers to entry and increasing pressure on pricing, service quality, and innovation speed. If we fail to sustain an adequate level of investment to preserve the competitiveness of our network, we could experience a loss of market share in this key line of business. In addition, the growing demand for symmetric connectivity, low latency, and continuous availability requires the ongoing evolution of our fixed and transport network infrastructure, which entails sustained efforts in terms of investment, operational efficiency, and technological adaptability. This competitive landscape is further intensified by the expansion of fixed wireless access (FWA) services offered by mobile operators, which compete for the same residential and enterprise customer base, thereby increasing competitive pressure in the internet market.
In the enterprise solutions market, the technology industry is also undergoing a profound transformation. Traditional point-to-point connectivity architectures are increasingly being displaced by software-defined networking solutions, including SD-WAN, offered directly by global hardware manufacturers and cloud platform providers. These participants—including the leading hyperscalers—have begun offering virtualized connectivity, cybersecurity, data storage and processing services, vertically integrating the value chain and competing directly with traditional operators in the B2B line of business. In this new environment, customer value no longer resides solely in connectivity, but rather in the ability to deliver customized, integrated and scalable digital solutions. The risk to our Company lies in our potential inability to adapt our value proposition with sufficient agility, which could result in a loss of relevance relative to competitors with greater innovation capacity, faster deployment speed, and a broader global footprint.
Taken together, the entry of non-traditional competitors, the ongoing technological disruption, and the increasing sophistication of demand are creating unprecedented competitive pressure. Absent an effective strategic response—grounded in innovation, operational efficiency, and strategic partnerships—we could face a progressive erosion of our customer base and a material decline in revenues and operating results.
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Technological advances and replacement of our equipment may require us to make significant expenditures to maintain and improve the competitiveness of the services we offer.
Our industry is subject to significant changes in technology and the introduction of new products and services. We cannot predict the effect of technological changes on our business. New services and technological advances related to the telecommunications, cable television, internet, digital solutions and Fintech Services industries are likely to offer additional opportunities to compete against us on the basis of cost, quality or functionality. It may not be practicable or cost-effective for us to replace or upgrade our installed technologies in response to our competitors’ actions. Responding to such change may require us to devote substantial capital to the development, procurement or implementation of new technologies, and may depend on the final cost in local currency of imported technology and our ability to obtain additional financing. No assurance can be given that we will have the funds to make the capital expenditures to improve our systems, compete with others in the market or replace equipment used in connection with our businesses.
Moreover, internet, cable television, mobile telephony, corporate data and IoT services are characterized by rapidly changing technology, evolving industry standards, changes in customer preferences and the frequent introduction of new services and products. To remain competitive, we must invest in networks, constantly upgrade our access technology and software for the internet service market, improve the commercial offers and the user experience and continue to enhance our mobile networks by expanding our network. There can be no guarantees that our attempts to innovate and diversify our business will be successful. Future technological developments may result in decreased customer demand for certain of our services or even render them obsolete. In addition, as new technologies develop, equipment may need to be replaced or upgraded or network facilities (in particular, mobile and internet network facilities) may need to be rebuilt in whole or in part, at substantial cost, to remain competitive. These enhancements and the implementation of new technologies will continue requiring increased capital expenditures.
The intellectual property used by us, our suppliers or service providers may infringe on intellectual property rights owned by others.
Some of our products and services use intellectual property that we own or license from others. We also provide content we receive from content producers and distributors, such as video games, video, including TV programs and movies, and we outsource services to service providers, including billing and customer care functions, which incorporate or utilize intellectual property. We and some of our suppliers, content distributors and service providers may receive in the future, assertions and claims from third parties that the content, products or software utilized by us or our suppliers, content producers and distributors and service providers infringe on the patents or other intellectual property rights of these third parties. These claims could require us or an infringing supplier, content distributor or service provider to cease engaging in certain activities, including selling, offering and providing the relevant products and services. Such claims and assertions also could subject us to costly litigation and significant liabilities for damages or royalty payments or require us to cease certain activities or prevent us from selling certain products or services.
Our revenues may be adversely affected by an increase in churn rates, with respect to mobile telephony, cable television, internet services, corporate data services and IoT, or reductions in fixed telephony lines in service, with respect to fixed telephony services.
Our revenues depend significantly on our ability to retain customers by limiting churn rates, with respect to mobile telephony, cable television, internet services, data services and IoT, or net reductions in fixed telephony lines in service, with respect to fixed telephony services. Any substantial increase in churn rates, with respect to mobile telephony, cable television and internet services, or reductions in lines in service, with respect to fixed telephony services, may have a material adverse effect on our revenues and results of operations. For further information about churn rates see “Item 4—Information on the Company—Management of Churn” and “Item 5—Operating and Financial Review and Prospects—Consolidated Results of Operations—(A.1) 2025 Compared to 2024.”
Actual or perceived health risks or other problems relating to mobile handsets or transmission masts could lead to litigation or decreased mobile communications usage.
The effects of, and any damage caused by, exposure to an electromagnetic field were and are the subject of careful evaluations by the international scientific community, but until now there is no scientific evidence of harmful effects on health. We cannot rule out that exposure to electromagnetic fields or other emissions originating from wireless handsets will not be identified as a health risk in the future.
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Telecom complies with the international security standards established by the World Health Organization and Argentine regulations -which are similar and mandatory for all Argentine mobile operators. Our mobile business may be harmed as a result of any future alleged health risk. For example, the perception of these health risks could result in a lower number of customers, reduced usage per customer or potential consumer liability, all of which could have a material adverse effect on our financial condition and results of operations.
Our operations and financial condition could be affected by future union negotiations, Argentine labor regulations and governmental measures requiring private companies to increase salaries or otherwise provide workers with additional benefits.
In Argentina, labor organizations have substantial support and considerable political influence. In recent years, the demands of our labor organizations have increased, mainly because of the increase in the cost of living, which was affected by increased inflation, higher tax pressure over salaries and the consequent decline in the population’s purchasing power.
In addition, in the absence of a union agreement concerning convergent services, if we are unable to reach an agreement with the unions on work conditions, or in case of a lack of recognition among union associations, we may be adversely affected by individual labor claims, class actions, higher union contributions expenses, impacts to our operations, impairment of services due to inefficient processes, union conflicts, direct action measures and social impacts which may also affect the quality and continuity of our services to our customers and our reputation.
Certain labor and telecommunications unions have initiated claims against the Company alleging non-compliance with certain conditions provided for in the collective bargaining agreements that could allow them to negotiate the inclusion of some suppliers’ employees in their collective bargaining agreements. See Note 20 to our Consolidated Financial Statements. If labor organization claims continue or are sustained, this could result in increased costs, greater conflict in the negotiation process and strikes (including general strikes and strikes by the Company’s employees and the contractors and subcontractors’ employees) that may adversely affect our operations. See “Item 6—Directors, Senior Management and Employees—Employees and Labor Relations.”
Chapter 4 of the Decree of Necessity and Urgency No. 70/2023 substantially amended certain labor laws. Mainly, it eases the conditions for hiring and registering personnel, limits the fines and interest rates that can be claimed in court, and declares telecommunications services, as well as sanitary, production, transportation, distribution, and commercialization services related to water, gas, and electricity supply, aviation services, customs and migration services, and childcare and education services, as essential services. In addition, it declared that services such as radio and television, as well as financial services, among others, shall be deemed of paramount importance. The General Confederation of Labor (CGT), along with other trade unions, requested that these provisions in Chapter 4 be declared unconstitutional, and obtained an injunction that ordered the suspension of its application. On January 30, 2024, the National Court of Appeals on Labor Matters issued a ruling declaring the unconstitutionality of these provisions. As of date of this Annual Report, the Supreme Court of Argentina has not yet issued a final ruling.
While the Ley de Bases (which incorporated several of the main amendments proposed by DNU No. 70/2023 to the Labor Contract Law) is intended to increase legal certainty for Argentine employers, we can provide no assurances that such a result will be achieved or that the law will not change again in the future. For more information on the Ley de Bases, see “—Economic and political reforms in Argentina, and future policies of the Argentine government may affect the economy as well as the operations of the telecommunications industry.”
We are or may be involved in legal and regulatory proceedings that could result in unfavorable decisions and financial penalties for us.
We are party to a number of legal and regulatory proceedings, some of which have been pending for several years. We cannot be certain that these claims will be resolved in our favor. Responding to the demands of litigation claims and responding to, or initiating proceedings against, regulatory bodies may divert management’s time attention and financial resources.
Further, customers and consumers’ trade unions have in the past initiated different claims against us regarding alleged improperly billed charges. Although we have taken certain actions to reduce risks in connection with these claims, we cannot assure that new claims will not be filed against us in the future.
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The Company has been subject to technical sanctions from regulatory bodies, mainly related to the delay in repairing defective lines, installing new lines and/or service failures. Although sanctions are appealed in the administrative stage, if the appeals are not resolved in our favor in administrative or judicial stage or if they are resolved for amounts larger than those recorded, these proceedings could have an adverse effect on our financial condition, results of our operations and cash flows.
We may also be involved in proceedings related to other authorities that have jurisdiction over different aspects of our operations, including, but not limited to, antitrust authorities, the CNV, the public registry of commerce and tax authorities.
As of December 31, 2025, we recorded provisions that we estimate are sufficient to cover contingencies considered probable. However, we may face increased risk of employment, commercial, regulatory, tax, consumer trade union and customers’ proceedings, among others. If this occurs, we cannot guarantee that those proceedings will not have an adverse effect on our results of operations and financial condition. See Note 20 to our Consolidated Financial Statements.
A cyberattack could adversely affect our business, financial condition, results of operations and cash flow.
Information about security risks has increased in recent years as a result of the proliferation of new and more sophisticated technologies and also due to cyberattack activities. As part of our ongoing development and initiatives, more equipment and systems have been connected to the internet. We also rely on digital technology, including information systems to process financial and operational information. Due to the nature of our business and the greater accessibility allowed through the internet connection, we could face an increased risk of cyberattacks.
In the event of a cyberattack, we could experience an interruption of our commercial operations, material damage and loss of information; a substantial loss of income, suffering response costs and other economic losses; and it could subject us to more regulation and litigation, affecting our reputation. As a result, a cyberattack could adversely affect our business, results of operations and financial condition and cash flow.
In addition, during 2025, we have continued with a hybrid work mode for our employees. This working methodology and the exponential growth of the digital collection channels requires the implementation of several measures in order to grant security in both virtual and on premises operations, which were all implemented successfully. Although Telecom has adopted all required measures to ensure the proper functioning of its operating systems, as well as to ensure our customers’ information, no assurance can be given that we will not be subject to any cyberattacks that could adversely affect our business, result of operations, financial condition and cash flow.
As of the date of this Annual Report, our insurance policies do not cover damages caused by cyberattacks and other similar events. For more information about Cybersecurity Risk Management, Strategy and Governance, see “Item 16K—Cybersecurity.”
Furthermore, our Fintech Services involve the collection, storage, processing and transmission of customers’ personal data, including financial information. Due to the digital nature of our payment services, third parties may engage in abusive schemes or fraud attacks that are often difficult to detect and may reach a scale that would not otherwise be possible in physical transactions. Fraud schemes and misuse of our payment services could expose us to significant costs and liabilities, require us to change our business practices, result in a loss of customer confidence in, or reduced use of, our products and services, damage our reputation and brands, and divert management’s attention from operating our business.
Additionally, as a result of the adoption of new technologies such as Gen AI, the Company could be subject to threats that are increasingly difficult to detect and prevent, considering the development of new attack vectors as well as the improvement of existing ones. The adoption of AI could increase the threat of undetectable attack vectors, which may expose us to cybersecurity vulnerabilities and, in turn, affect our business. For more information regarding risks related to AI, see “—Artificial intelligence presents risks that could adversely affect our business, results of operations and financial condition.”
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Artificial intelligence presents risks that could adversely affect our business, results of operations and financial condition.
We increasingly rely on AI technologies, including Gen AI and automated decision-support tools, across several areas of our operations to, among other things, enhance our features for new and existing products, and create greater operation efficiencies. AI systems may produce inaccurate, biased or harmful outputs, release confidential information, infringe on intellectual property rights or result in failures in automated processes, that could adversely affect customer interactions, service quality, or internal decision-making. Misuse or overreliance on AI tools by employees may lead to unintended operational or compliance issues.
As we expand the use of AI and rely on third-party AI platforms, we are exposed to the possibility that AI providers may not comply with current or rapidly changing regulatory and industry standards, particularly regarding privacy and data protection resulting in operational disruptions, the loss of intellectual property, exposure of confidential or proprietary information, security breaches, and diminished service quality. The regulatory landscape governing AI is rapidly evolving, and new laws and regulations may introduce compliance challenges, increase our costs or subject us to government enforcement actions or civil litigation.
While, as of the date hereof, we have not identified any security breaches or other AI-related challenges, any of these risks, individually or combined, could lead to reputational damage, financial impacts, operational disruptions or legal liability, and could adversely affect our results of operations and financial condition.
The impacts of climate change could pose risks of damage to our infrastructure and cause disruptions in our operations, which may affect our financial results.
Extreme weather events caused by climate change may damage our infrastructure, disrupt our ability to build and maintain parts of our networks, affect our suppliers in providing the necessary products and services to ensure the quality and coverage of our networks, or require us to incur costs to enhance the climate resilience of our infrastructures. Any of these situations could delay our network deployment plans, disrupt service to our customers, increase our costs, and negatively impact on our operational results. Although we do not currently consider the potential losses or costs associated with the physical effects of climate change to be significant, it remains difficult to accurately and precisely forecast future impacts due to the dynamic nature of climate change and its effects on the environment and we cannot guarantee that such losses or costs will not become significant in the future.
Stakeholders’ evolving expectations regarding our ESG practices may impose additional costs or expose us to new risks.
Customers, regulators, investors, and other stakeholders are increasingly focused on the ESG practices of companies across all sectors. Concerns about these issues may lead to new or heightened legal and/or regulatory requirements.
The market shows great interest in constantly evolving ESG trends. We work proactively to respond to ESG requirements and understand the expectations of our stakeholders. However, our corporate reputation could be damaged if we fail to adapt or meet these changing expectations, or if we do not respond adequately to growing concern about ESG issues, regardless of whether or not there is a legal obligation to do so.
Operational risks could adversely affect our reputation and our profitability.
Telecom faces significant digital security risks and challenges, operating in an environment attractive to cybercriminals, due to the high volume of data and transactions. This necessitates robust prevention, detection, and control measures to mitigate the risks of internal and external fraud, including the loss or misuse of confidential information.
Telecom also prioritizes physical security across all Company sites, as well as of its employees. To this end, we are tasked with implementing measures to protect employee health and safety, including preventing illnesses, accidents and other life-threatening hazards.
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Additionally, our infrastructure is geographically dispersed, with both internal and external equipment. Consequently, it is exposed to risks of vandalism, fires, electrical discharges, and physical hazards arising from extreme weather events, such as high temperatures, heatwaves, severe storms and floods. These risks can result in physical injuries to people, damage to assets, material damage to property and building and service interruptions.
The evolution of technology challenges us to maintain continuous updating and review of key redundancies to ensure the availability of the service we provide to society. Ensuring the availability of our services drives the constant review of vulnerabilities and design of contingency al long – term mitigation actions.
Simultaneously, while we update key systems, unforeseen delays or problems may occur that could involve reviewing end-to-end processes, designing controls, and monitoring indicators to minimize the impact on operations and customer experience.
In addition, we manage tax, legal, regulatory, compliance, competition, process, labor, and economic-financial risks.
Telecom’s suppliers are contractually obligated to comply with all applicable laws and regulations, including those related to tax, labor, social security, anti-corruption, money laundering, health and safety, and environmental standards. They are also required to adhere to Telecom’s Code of Ethics and Conduct for Third Parties and ensure their employees and subcontractors do the same. Despite our efforts to monitor supplier compliance, we cannot guarantee that all regulations will be fully adhered to, which could expose Telecom to labor and commercial contingencies.
Telecom has risk management practices at the highest levels including a Risk Management Committee designed to detect, manage and monitor the evolution of risks. However, the Company can give no assurances that these measures will be successful in effectively mitigating the operational risks we face, and such failures could have a material adverse effect on its results of operations and could damage our reputation.
Any failure by a strategic supplier to comply with its legal and contractual obligations could adversely affect our operations and any action or restriction by a foreign government against a strategic supplier could adversely affect our reputation.
We rely on strategic suppliers of equipment and materials to provide us with equipment and materials that we need in order to expand and to operate our business. As a result, we are exposed to risks associated with these suppliers, including restrictions of production capacity for equipment and materials, availability of equipment and materials, delays in delivery of equipment, materials or services, and price increases. If these suppliers fail to provide equipment, materials or services to us on a timely basis or otherwise in compliance with the terms of our contracts with these suppliers, we could experience disruptions or declines in the quality of our services, which could have an adverse effect on our revenues and results of operations.
Telecom’s suppliers of goods and services are contractually obliged to comply with applicable laws and regulations (including tax, labor, social security, anti-corruption, money laundering standards, etc.). Despite these legal safeguards, as well as monitoring efforts by Telecom, we cannot ensure that our suppliers will comply with all applicable standards. As a result, our financial condition and reputation could be adversely affected.
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In particular, trade tensions between the United States and major trading partners, particularly with China, continue to escalate following the introduction of a series of tariffs and export controls by the United States and its trading partners. The U.S. Government is urging other countries to avoid the operations of Chinese companies in their territories, citing concerns regarding potential use of the equipment for espionage. The U.S. Congress and certain regulatory agencies have raised concerns about American companies purchasing equipment and software from Chinese telecommunications companies, including concerns relating to alleged violations of intellectual property rights and potential national security risks. For example, on May 16, 2019, the U.S. government placed Huawei Technologies Co. Ltd (“Huawei”), one of our strategic suppliers in our mobile and fixed telephone networks, and its affiliates on the Entity List, which effectively banned U.S. companies from selling to the Chinese telecoms company without U.S. government’s approval. During 2024 and 2025, the U.S. government expanded export restrictions applicable to Huawei and other Chinese technology companies, including by tightening licensing policies, extending restrictions to certain affiliates and subsidiaries and issuing guidance relating to advanced semiconductors and the enforcement environment for companies that might use or trade such technologies internationally. We cannot predict whether additional restrictions targeting Huawei or other Chinese technology suppliers, including restrictions that would prevent us from acquiring supplies from Huawei or other Chinese technology suppliers in the future, will be adopted or predict the impact that such restrictions may have on our operations.
Restrictive covenants in Telecom’s outstanding indebtedness may restrict its ability to pursue its business strategies.
Telecom has outstanding borrowings that contain several restrictive covenants that impose significant operating and financial restrictions on it and may limit Telecom’s ability to engage in acts that may be in its long-term best interests, representing 12.2% of total consolidated borrowings. These agreements governing its indebtedness include covenants restricting, among other things, Telecom’s ability to:
| ● | incur or guarantee additional debt; |
| ● | enter into sale and leaseback transactions; |
| ● | create liens on its assets to secure debt; and |
| ● | merge or consolidate with another person or sell or otherwise dispose of all or substantially all of its assets. |
A breach of any covenant contained in the indentures governing Telecom’s notes or the agreements governing any of its other indebtedness could result in a default under those agreements. If any such default occurs, the holders of such indebtedness may elect (after the expiration of any applicable notice or grace periods) to declare all outstanding amounts, together with accrued and unpaid interest and other amounts payable thereunder, to be immediately due and payable. If any of Telecom’s debt, including its notes, were to be accelerated, its assets may not be sufficient to repay in full that debt or any other debt that may become due as a result of that acceleration.
For more information about compliance with covenants see “Item 5—Operating and Financial Review and Prospects—Liquidity and Capital Resources—Liquidity—Compliance with Covenants.”
We may be adversely affected by fluctuations in interest rates.
We are exposed to the fluctuations of interest rates applicable to our indebtedness indexed to variable interest rates. See Note 27 to our Consolidated Financial Statements. We may also incur additional variable-rate debt in the future. Increases in interest rates on variable-rate debt would increase the Company’s interest expense, which would negatively affect our financial costs and cash flows.
We may be unable to refinance our outstanding indebtedness, or the refinancing terms may be materially less favorable than their current terms, which would have a material adverse effect on our business, financial condition, results of operations and cash flow.
As of December 31, 2025, our total indebtedness, including accrued interest, was P$5,436,615 million, which represents a 43.6% increase compared to our total indebtedness, including accrued interest, as of December 31, 2024. 59.8% of our debt is scheduled to mature in the next three years, including 29.7% scheduled to mature in 2026. For more information, see “Item 5—Operating and Financial Review and Prospects—Liquidity and Capital Resources—Borrowings Developments during 2025.”
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There is no assurance that we will be able to extend the maturity or otherwise refinance our outstanding indebtedness, or that we may be required to agree to refinancing terms that may be materially less favorable than the terms of our current loans and notes. Any amendment to or refinancing of our indebtedness could result in higher interest rates and may require us to comply with more burdensome restrictive covenants, which may have a material adverse effect on our business, ability to meet our payment obligations, financial condition, and results of operations.
If we are unable to refinance our debt in favorable terms, we may be forced to reduce or delay capital expenditures or research and development expenditures, seek additional equity capital, restructure our debt, curtail or eliminate our cash dividend to stockholders, or sell assets. Non-payment of our obligations or any other default under any of our debt instruments could, in turn, result in a default and acceleration of our other outstanding debt obligations, which would have a further material adverse effect on our business, ability to meet our payment obligations, financial condition, and results of operations. See “—Risks Relating to Argentina—Devaluation of the Argentine Peso and foreign exchange restrictions may adversely affect our results of operations, our capital expenditures and our ability to service our liabilities and pay dividends” and Notes 14 and 27 to our Consolidated Financial Statements.
We may not obtain the benefits we expect from the acquisition of TMA in the anticipated timeframe.
We have incurred in substantial amount of debt and have devoted significant resources toward the Acquisition, and we cannot assure that we will obtain the benefits we expect. Our failure to obtain these benefits may have an adverse effect on our financial condition and results of operations.
The expected synergies and benefits from the Acquisition may not materialize as anticipated, or may take longer to achieve, due to difficulties in merging business operations and integrating technology platforms. Additionally, the financial burden of the Acquisition, including the US$1,170 million in debt financing, may impact our ability to make other strategic investments, increase our leverage, or affect our financial flexibility. If we fail to integrate the acquired business effectively, we may not achieve the expected cost savings, revenue growth, or competitive advantages, which could have a material adverse effect on our financial condition and results of operations.
For more information on our financial position, see “Item 5—Operating and Financial Review and Prospects—Liquidity and Capital Resources—Liquidity.”
For more information on the Acquisition, see Note 29 to our Consolidated Financial Statements
Risks Relating to Telecom Argentina’s Shares and ADSs
The New York Stock Exchange (“NYSE”) and/or the Buenos Aires Stock Exchange (by delegated authority of BYMA) may suspend trading and/or delist Telecom’s ADSs and Class B common shares, respectively, upon occurrence of certain events relating to Telecom’s financial situation.
The NYSE and/or the BYMA may suspend and/or cancel the listing of Telecom’s ADSs and Class B common shares, respectively, in certain circumstances, including upon the occurrence of certain events relating to Telecom’s financial situation. For example, the NYSE may decide such suspension or cancellation if Telecom’s equity becomes negative.
The NYSE may in its sole discretion determine on an individual basis the suitability for continued listing of an issuer in the light of all pertinent facts. Some of the factors mentioned in the NYSE Listed Company Manual, which may subject a company to suspension and delisting procedures, include: “unsatisfactory financial conditions and/or operating results,” “inability to meet current debt obligations or to adequately finance operations,” and “any other event or condition which may exist or occur that makes further dealings or listing of the securities on the NYSE inadvisable or unwarranted in the opinion of NYSE.”
We cannot assure you that the NYSE and/or BYMA will not commence any suspension or delisting procedures in light of Telecom’s financial situation, including if Telecom’s equity becomes negative. A delisting or suspension of trading of Telecom’s ADSs or Class B common shares by the NYSE and/or BYMA, respectively, could adversely affect Telecom’s results of operations and financial conditions and cause the market value of Telecom’s ADSs and Class B common shares to decline.
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Under Argentine corporate law, shareholder rights may be fewer or less well defined than in other jurisdictions.
Our corporate affairs are governed by our bylaws and by Argentine corporate law, which differ from the corporate regulatory framework that would apply if we were incorporated in a jurisdiction in the United States (such as Delaware or New York), or in other jurisdictions outside Argentina. Thus, your rights under Argentine corporate law to protect shareholders’ interests relating to actions by our Board of Directors may be fewer and less well defined than under the laws of those other jurisdictions. Although insider trading and price manipulation are illegal under Argentine law, the Argentine securities markets may not be as highly regulated or supervised as the U.S. securities markets or markets in some of the other jurisdictions. In addition, rules and policies against self-dealing and regarding the preservation of shareholder interests may be less well defined and enforced in Argentina than in the United States, or other jurisdictions outside Argentina, putting holders of our Shares and ADSs at a potential disadvantage.
Changes in Argentine tax laws may adversely affect the tax treatment of our Class B Shares and/or the ADSs.
In 2013, 2017 and 2018, the Argentine legislature modified the Argentine income tax law in a way that impacted the income tax treatment of income derived from the sale, exchange or other disposition of shares and other equity interest (including ADSs), bonds and other securities of Argentine companies. Some of these modifications lead to potentially varying treatment depending on factors such as whether the transaction involved an Argentine non-resident and the source of income. For more information see “Item 10 Additional Information – Taxation.”
Consequently, holders of our Class B Shares, including in the form of ADSs, are encouraged to consult their tax advisors as to the particular Argentine income tax consequences of owning our Class B Shares or the ADSs. There can be no assurances regarding the impact of any future modifications to Argentine income tax law on the tax treatment of our Class B Shares and/or the ADSs.
Our shareholders may be subject to liability under Argentine law for certain votes of their securities.
Under Argentine law, a shareholder’s liability for losses of a company is limited to the value of his or her shareholdings in the company. However, shareholders who have a conflict of interest with us and who do not abstain from voting at the respective shareholders’ meeting may be liable for damages to us, but only if the transaction would not have been approved without such shareholders’ votes. Furthermore, shareholders who willfully or negligently vote in favor of a resolution that is subsequently declared void by a court as contrary to the law or our bylaws may be held jointly and severally liable for damages to us or to other third parties, including other shareholders.
The voting rights of investors with respect to the ADSs are limited by the terms of the deposit agreement.
The depositary will be treated by us for all purposes as a shareholder with respect to the shares underlying ADSs. A holder of ADRs representing the shares being held by the depositary will not have direct shareholder rights and may exercise voting rights with respect to the Class B shares represented by the ADRs only in accordance with the deposit agreement relating to ADSs. While our direct shareholders will be able to exercise their voting rights either by attending the meeting in person or by proxy, ADR holders may only exercise their voting rights by either withdrawing the shares underlying their ADRs in time for the meeting or instructing the depositary (upon receipt of a notice of the meeting from the depositary) on how to vote the Class B shares represented by their ADRs. Due to these procedural steps involving the depositary, the process for exercising voting rights may take longer for ADR holders than for holders of Class B shares. If no such instructions are received, the depositary shall vote the Class B shares represented by ADSs in accordance with the recommendations Telecom Argentina’s Board of Directors made to all holders of shares, unless the depositary is prohibited from doing so by any applicable provision of Argentine law.
The price of our Class B Shares and the ADSs may fluctuate substantially, and your investment may decline in value.
The trading price of our Class B Shares is likely to be highly volatile and may be subject to wide fluctuations in response to factors, many of which are beyond our control. The market price of our ADSs decreased by approximately 8% in 2025, increased by approximately 79% in 2024 and increased by approximately 39% in 2023.
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The stock markets in general have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the companies involved. We cannot assure you that trading prices and valuations will be sustained. These broad market and industry factors may materially adversely affect the market price of our Class B Shares and the ADSs, regardless of our operating performance. Market fluctuations, as well as general political and economic conditions in the markets in which we operate, such as recession or currency exchange rate fluctuations, may also adversely affect the market price of our Class B Shares and the ADSs, also affecting our estimates of recoverability of our long live assets. In particular, currency fluctuations could impact the value of an investment in Telecom Argentina. Although Telecom Argentina’s ADSs listed on the NYSE are U.S. dollar-denominated securities, they do not eliminate the currency risk associated with an investment in an Argentine company.
Future sales of substantial amounts of Telecom Argentina Class B Shares and ADSs, or the perception that such future sales may occur, may depress the price of Telecom Argentina Class B Shares and ADSs.
Following periods of volatility in the market price of a company’s securities, that company may often be subject to securities class-action litigation. This kind of litigation may result in substantial costs and a diversion of management’s attention and resources, which would have a material adverse effect on our business, results of operations and financial condition.
Restrictions on transfers of foreign exchange and the repatriation of capital from Argentina may impair your ability to receive dividends and distributions on, and the proceeds of any sale of the Class B Shares underlying the ADSs.
On September 1, 2019, the Argentine government issued Executive Decree No. 609/19 (as amended) which, inter alia, reinstated certain foreign currency exchange restrictions, most of which had been progressively repealed as from 2015. Decree No. 609/19 was further regulated, amended and complemented by several regulations issued by the BCRA (included, but not limited to, Communication “A” 6844, as further amended, supplemented and restated). Since then, the Argentine government implemented monetary and foreign exchange control measures that included restrictions on the transfer of funds abroad, including dividends, without prior approval by the BCRA or fulfillment of certain requirements.
In line with the restrictions that were in place in the past, the BCRA issued new regulations setting forth certain limitations on the flow of foreign currency into and from the Argentine foreign exchange market, aimed both at generating economic stability and supporting the country’s economic recovery.
On April 30, 2020, the BCRA issued Communication “A” 7001 (as amended by Communication “A” 7030 and Communication “A” 7042 and as further amended and supplemented from time to time) setting forth certain limitations on the transfer of securities into and from Argentina. Pursuant to Communication “A” 7001 access to the Argentine foreign exchange market for the purchase or transfer of foreign currency abroad (for any purpose) shall be subject to BCRA’s prior approval, if the individual or entity seeking access to the Argentine foreign exchange market has sold securities which settled in foreign currency or transferred any such securities to foreign depositaries during the immediately preceding 90 calendar days. Further, Communication “A” 7001 sets forth that the individual or entity must undertake not to perform any such sale or transfer during the succeeding 90 days after such access. In these cases, the Depositary for the ADSs may hold ADS holders’ Argentine Pesos and may cannot convert them into foreign currency.
In addition, Communication “A” 7106 placed certain restrictions on foreign exchange transactions carried out by individuals, specifically with regards to payments with credit cards in foreign currency or with debit cards made abroad. Under Communication “A” 7106, it was also established that non-residents are not allowed to sell securities executed abroad in the local stock market in exchange for foreign currency.
We cannot predict how the current restrictions on foreign transfers of funds may change after the date hereof and whether they may limit our ability to fulfill our commitments in general and, in particular, our obligations underlying the ADSs. In addition, any future adoption by the Argentine government of restrictions to the movement of capital out of Argentina may affect the ability of our foreign shareholders and holders of ADSs to obtain the full value of their Class B Shares and ADSs and may adversely affect the market value of the ADSs.
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Trading of Telecom Argentina’s Class B Shares in the Argentine securities markets is limited and could experience further illiquidity and price volatility.
Argentine securities markets are substantially smaller, less liquid and more volatile than major securities markets in the U.S. In addition, Argentine securities markets may be materially affected by developments in other emerging markets, particularly other countries in Latin America. Our Class B Shares underlying ADSs are less actively traded than securities in more developed countries and, consequently, an ADS holder may have a limited ability to sell the Class B Shares underlying ADSs upon withdrawal from the ADSs facility in the amount and at the price and time that it may desire. This limited trading market may also increase the price volatility of the Class B Shares underlying the ADSs.
Holders of ADSs may be adversely affected by currency devaluations and foreign exchange fluctuations.
If the Peso exchange rate falls relative to the U.S. dollar, the value of the ADSs and any distributions made thereon from the depositary could be adversely affected. Cash distributions made in respect of the ADSs may be received by the depositary (represented by the custodian bank in Argentina) in Pesos, which will be converted into U.S. dollars and distributed by the depositary to the holders of the American Depositary Receipts (“ADRs”) evidencing those ADSs if in the judgment of the depositary such amounts may be converted on a reasonable basis into U.S. dollars and transferred to the United States on a reasonable basis, subject to such distribution being impermissible or impracticable with respect to certain ADR holders. In addition, the depositary will incur foreign currency conversion costs (to be borne by the holders of the ADRs) in connection with the foreign currency conversion and subsequent distribution of dividends or other payments with respect to the ADSs.
The relative volatility and illiquidity of the Argentine securities markets may substantially limit your ability to sell the Class B Shares underlying the ADSs on the BYMA at the price and time desired by the shareholder.
Investing in securities that trade in emerging markets, such as Argentina, often involves greater risk than investing in securities of issuers in the United States, and such investments are generally considered to be more speculative in nature. The Argentine securities market is substantially smaller, less liquid, more concentrated and can be more volatile than major securities markets in the United States and is not as highly regulated or supervised as some of these other markets. There is also significantly greater concentration in the Argentine securities market than in major securities markets in the United States. The ten largest companies in terms of market capitalization represented approximately 68.11% of the aggregate market capitalization of the BYMA as of December 31, 2025. Accordingly, although shareholders are entitled to withdraw the Class B Shares underlying the ADSs from the depositary at any time, the ability to sell such shares on the BYMA at a price and time shareholders might want may be substantially limited.
We are traded on more than one market and this may result in price variations; in addition, investors may not be able to easily move shares for trading between such markets.
Trading in the Class B Shares underlying ADSs or ADSs in the United States and Argentina, respectively, will use different currencies (U.S. dollars on the NYSE and Pesos on the BYMA), and take place at different times (resulting from different trading platforms, different time zones, different trading days and different public holidays in the United States and Argentina). The trading prices of the Class B Shares underlying ADSs on these two markets may differ due to these and other factors. Any decrease in the price of the Class B Shares underlying ADSs on the BYMA could cause a decrease in the trading price of the ADSs on the NYSE. Investors could seek to sell or buy the Class B Shares underlying ADSs to take advantage of any price differences between the markets through a practice referred to as “arbitrage.” Any arbitrage activity could create unexpected volatility in both our share prices on one exchange, and the ADSs available for trading on the other exchange. In addition, holders of ADSs will not be immediately able to surrender their ADSs and withdraw the underlying Class B Shares for trading on the other market without effecting necessary procedures with the depositary. This could result in time delays and additional costs for holders of ADSs.
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As a foreign private issuer, we will not be subject to U.S. proxy rules and will be exempt from filing certain reports under the Securities Exchange Act of 1934.
As a foreign private issuer, we are exempt from the rules and regulations under the Exchange Act of 1934 (the “Exchange Act”) related to the furnishing and content of proxy statements, and our officers, directors, and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we are not required under the Exchange Act to file annual and current reports and financial statements with the SEC as frequently or as promptly as domestic companies whose securities are registered under the Exchange Act, and we are generally exempt from filing quarterly reports with the SEC under the Exchange Act.
In addition, we would lose our foreign private issuer status if a majority of our directors or executive officers are U.S. citizens or residents and we fail to meet additional requirements necessary to avoid loss of foreign private issuer status. Although we have elected to comply with certain U.S. regulatory provisions, our loss of foreign private issuer status would make such provisions mandatory. The regulatory and compliance costs to us under U.S. securities laws as a U.S. domestic issuer may be significantly higher. If we are not a foreign private issuer, we will be required to file periodic reports and registration statements on U.S. domestic issuer forms with the SEC, which are more detailed and extensive than the forms available to a foreign private issuer. We would have to present our financial statements under US GAAP and may also be required to modify certain of our policies to comply with corporate governance practices applicable to U.S. domestic issuers. Such conversion and modifications will involve additional costs. In addition, we may lose our ability to rely upon exemptions from certain corporate governance requirements on U.S. stock exchanges that are available to foreign private issuers.
If we do not file or maintain a registration statement and no exemption from the Securities Act registration is available, U.S. holders of ADSs may be unable to exercise preemptive rights granted to our holders of Class B Shares underlying ADSs.
Under the GCL, if we issue new shares as part of a capital increase, our shareholders may have the right to subscribe to a proportional number of shares of the same class to maintain their existing ownership percentage (see Section 194 of Argentine Corporations Law). Rights to subscribe for shares in these circumstances are known as preemptive rights. In addition, shareholders are entitled to the right to subscribe for the unsubscribed shares remaining at the end of a preemptive rights offering on a pro rata basis, known as accretion rights.
According to our Bylaws, in the case of a capital increase through the issuance of all four of our classes of common stock (Class A Shares, Class B Shares, Class C Shares and Class D Shares), accretion rights of the holders of each class shall be limited to the shares of the same class for which there has been no subscription. Also if, after accretion rights have been exercised within the Class B Shares and Class C Shares, there are any unsubscribed shares, such unsubscribed Class B Shares or Class C Shares may be subscribed by the shareholders of the rest of our classes of common stock, with no distinction, in proportion to the shares of common stock for which such shareholder has subscribed on such occasion.
Upon the occurrence of any future increase in our Class B Shares, U.S. persons (as defined in Regulation S under the Securities Act) holding our Class B Shares underlying ADSs or ADSs may be unable to exercise preemptive and accretion rights granted to our holders of Class B Shares underlying ADSs in connection with any future issuance of our Class B Shares underlying ADSs unless a registration statement under the Securities Act is effective with respect to both the preemptive rights and the new Class B Shares underlying ADSs, or an exemption from the registration requirements of the Securities Act is available.
We are not obligated to file or maintain a registration statement relating to any preemptive rights offerings with respect to Telecom Argentina’s Class B Shares underlying ADSs, and we cannot assure that we will file or maintain any such registration statement or that an exemption from registration will be available. Unless those Class B Shares underlying ADSs or ADSs are registered or an exemption from registration applies, a U.S. holder of Telecom Argentina’s Class B Shares underlying ADSs or ADSs may receive only the net proceeds from those preemptive rights and accretion rights if those rights can be assigned by the ADS depositary. If the rights cannot be sold, they will be allowed to lapse. Furthermore, the equity interest of holders of shares or ADSs located in the U.S. may be diluted proportionately upon future capital increases.
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Our status as a foreign private issuer allows us to follow alternate standards to the corporate governance standards of the NYSE, which may limit the protections afforded to investors.
We are a “foreign private issuer” within the meaning of the NYSE corporate governance standards. Under NYSE rules, a foreign private issuer may elect to comply with the practices of its home country and not comply with certain corporate governance requirements applicable to U.S. companies with securities listed on the exchange. We currently follow certain Argentine practices concerning corporate governance and intend to continue to do so. For example, according to Argentine securities law, our audit committee, unlike the audit committee of a U.S. issuer, will only have an “advisory” and/or “supervisory” role, such as assisting our board of directors with the evaluation, the performance and independence of the external auditors and exercising the function of our internal control. Accordingly, holders of our ADSs will not have the same protections afforded to shareholders of U.S. companies that are subject to all of the NYSE corporate governance requirements.
We are organized under the laws of Argentina and holders of the ADSs may find it difficult to enforce civil liability claims against us, our directors, officers and certain experts.
We are organized under the laws of Argentina. A significant portion of our and our subsidiaries’ assets are located outside the U.S. Furthermore, almost all of our directors and officers and some advisors named in this Annual Report reside in Argentina. Investors may not be able to effect service of process within the U.S. upon such persons or to enforce against them or us in U.S. courts judgments predicated upon the civil liability provisions of the federal securities laws of the U.S. Likewise, it may also be difficult for an investor to enforce in U.S. courts judgments obtained against us or these persons in courts located in jurisdictions outside the U.S., including judgments predicated upon the civil liability provisions of the U.S. federal securities laws. It may also be difficult for an investor to bring an original action in an Argentine court predicated upon the civil liability provisions of the U.S. federal securities laws against us or these persons.
In addition, a portion of our assets is not subject to attachment or foreclosure, as they are used for the performance of the public service we provide. In accordance with Argentine law, as interpreted by the Argentine courts, assets which are necessary for the provision for an essential public service may not be attached, whether preliminarily or in aid of execution.
Prior to any enforcement in Argentina, a judgment issued by a U.S. court will be subject to the requirements of 517 through 519 of the Argentine Federal Civil and Commercial Procedure Code if enforcement is sought before federal courts or courts with jurisdiction in commercial matters of the Autonomous City of Buenos Aires. Those requirements are: (1) the judgment, which must be valid and final in the jurisdiction where rendered, was issued by a competent court in accordance with the Argentine principles regarding international jurisdiction and resulted from a personal action, or an in rem action with respect to personal property which was transferred to Argentine territory during or after the prosecution of the foreign action; (2) the defendant against whom enforcement of the judgment is sought was personally served with the summons and, in accordance with due process of law, was given an opportunity to defend against foreign action; (3) the judgment must be valid in the jurisdiction where rendered, and its authenticity must be established in accordance with the requirements of Argentine law; (4) the judgment does not violate the principles of public policy of Argentine law; and (5) the judgment is not contrary to a prior or simultaneous judgment of an Argentine court. Any document in a language other than Spanish, including, without limitation, the foreign judgment and other documents related thereto, requires filing with the relevant court of a duly legalized translation by a sworn public translator into the Spanish language.
CVH, and through CVH, GC Dominio, have the ability to determine the outcome of any shareholder decision relating to significant matters affecting us.
CVH owns Class D Shares representing 28.16% of Telecom Argentina’s total capital stock. GC Dominio owns 26.44% of the total capital stock of CVH, which represents 64.24% of the voting stock and votes of CVH. FTL owns Class A Shares representing 20.83% of the total capital stock of Telecom Argentina and, as of December 31, 2025 also owned Class B Shares in the form of ADSs representing 9.2% of total stock of Telecom Argentina. On February 10, 2026 FTL, as selling shareholder, completed a secondary offering of 4,050,549 ADSs, representing 20,252,745 Class B shares of the Company. In connection with the offering, FTL granted the underwriters a 30-day option to purchase up to 607,582 additional ADSs representing 3,037,910 Class B shares of the Company, which option was exercised in full. In the aggregate, the transaction included 23,290,655 Class B shares of the Company (representing 1.08% of Telecom Argentina’s total capital stock) and reduced FTL’s ownership interest in Telecom Argentina, in the form of ADSs accordingly.
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On April 15, 2019, FTL, CVH and VLG Argentina (currently merged and absorbed by CVH) entered into the Voting Trust Agreement (as defined below) pursuant to which FTL and VLG Argentina contributed certain shares to the Voting Trust (as defined below). Except in respect of certain veto matters, the co-trustee appointed by CVH must vote all the shares contributed to the Voting Trust on all matters presented for vote generally to Telecom Argentina stockholders, in the same manner that CVH votes its shares in Telecom Argentina or as instructed by CVH. For more information about the Voting Trust, see “Item 7—Major Shareholders and Related Party Transactions—Major Shareholders—Telecom Shareholders’ Agreement.”
Through its ownership of Telecom Argentina Class D Shares and pursuant to the arrangements resulting from the Telecom Shareholders’ Agreement and the Voting Trust, CVH, as a general matter, has the ability to determine the outcome of any action requiring our shareholders’ approval (except for veto matters). In addition, our bylaws provide Class A and Class D Shares, and the directors appointed by Class A and Class D Shares, with veto powers, with respect to certain matters relating to us. See “Item 7—Major Shareholders and Related Party Transactions—Major Shareholders—Telecom Shareholders’ Agreement.”
We conducted transactions with the shareholders of Nortel and/or Sofora, including FTL and its affiliates in the past, and with CVH and its affiliates as of January 1, 2018. Certain decisions concerning our operations or financial structure may present conflicts between our interests and those of our shareholders.
Nevertheless, all of our related-party transactions are made on an arm’s-length basis. Related-party transactions involving Telecom Argentina that exceed 1% of its shareholders’ equity are subject to a prior approval process established by Law No. 26,831, Telecom’s Bylaws and the Rules of the Executive Committee to verify that the agreement could reasonably be considered in accordance with normal and customary market practice. See “Item 7—Major Shareholders and Related Party Transactions—Related Party Transactions.”
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ITEM 4.INFORMATION ON THE COMPANY
INTRODUCTION
The Company
Telecom Argentina was created by Decree No. 60/90 of the PEN dated January 5, 1990, and incorporated as “Sociedad Licenciataria Norte S.A.” on April 23, 1990. In November 1990, its legal name was changed to “Telecom Argentina STET-France Telecom S.A.” and on February 18, 2004, it was changed to “Telecom Argentina S.A.”
Telecom Argentina is organized as a corporation (sociedad anónima) under Argentine law. The duration of Telecom Argentina is 99 years from the date of registration with the IGJ (July 13, 1990). On January 1, 2018, the Merger between Telecom Argentina and Cablevisión became effective, and on such date, Telecom assumed Cablevisión’s then existing operations.
On February 24, 2025, the Company acquired 86,460,983,849 common shares of TMA, representing 99.999625% of its capital stock, acquiring control, see “—Recent Developments—Acquisition of TMA.” TMA is one of the largest telecommunications and data transmission service providers in Argentina in terms of customers. TMA services in Argentina encompass mobile telephony, cable television, internet data and fixed telephony services.
We are one of the largest private-sector companies in Argentina in terms of revenues, net income (loss), capital expenditures and number of employees. In terms of customers, we are one of the largest telecommunications, cable television and data transmission service providers in Argentina and one of the largest cable television services providers across Latin America. Additionally, we are an important Multiple Systems Operator (“MSO,” a company that owns multiple cable systems in different locations under the control and management of a single, common organization) in Argentina in terms of customers. We provide over 62.1 million customers with high-speed fixed and mobile connectivity, offering a flexible and dynamic digital experience across all devices, complemented by a live and on-demand content platform that integrates series, movies, music, and TV programs, and Fintech Services.
We also provide data transmission and IT solutions outsourcing and we install, operate and develop cable television and data transmission services. We provide our services in Argentina (mobile, cable television, internet, fixed and data services, among others), Paraguay (mobile, internet, satellite TV services, among others), Uruguay (cable television services, internet and cybersecurity services and products), the United States (fixed and voice interconnection wholesale services) and Chile (cybersecurity services and products).
In 2025, our revenues amounted to P$8,328,814 million, our net loss amounted to P$145,304 million, our Adjusted EBITDA amounted to P$2,525,535 million and we had total assets of P$16,622,552 million. For more information on the use of Adjusted EBITDA and reconciliation of net income to Adjusted EBITDA in “Item 5—Operating and Financial Review and Prospects—(A) Consolidated Results of Operations—Adjusted EBITDA.”
The SEC maintains an internet site (http://www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. Telecom Argentina’s telephone number is +54-11-5359-2752, and its principal executive offices are located in Gral. Hornos 690, (C1272ACK) Buenos Aires, Argentina. Our internet address is https://institucional.telecom.com.ar. The contents of our website and other websites referred to herein are not part of this Annual Report.
Our authorized agent in the United States for SEC reporting purposes is Puglisi & Associates, 850 Library Avenue, Suite 204, P.O. Box 885, Newark, Delaware 19711.
Subsidiaries
As of December 31, 2025, Telecom Argentina’s subsidiaries were TMA, Núcleo, PEM, Cable Imagen, Televisión Dirigida and its subsidiaries, Adesol and its subsidiaries, Inter Radios, Telecom Argentina USA, Personal Smarthome and its subsidiary, Opalker and its subsidiary, Micro Fintech Holding and its subsidiaries, and TSMA. TMA is the only significant subsidiary of the Company.
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For further information on our subsidiaries, see Note 1 to our Consolidated Financial Statements and see Exhibit 8.1 to this Annual Report.
Recent Developments
Acquisition of TMA
On February 24, 2025 (the “Acquisition Date”), Telecom Argentina completed the acquisition of TMA for a purchase price of US$1,245 million (“consideration paid” pursuant to IFRS 3 was US$1,119 million). TMA is a company incorporated in Argentina that provides mobile and fixed telephony, fixed broadband and video services nationwide in Argentina.
The purpose of the acquisition was to enhance the quality of existing services and to expand the coverage and capacity of both mobile and fixed networks.
As of the date of this Annual Report, Telecom Argentina has duly and timely made all required presentations related to the acquisition of TMA and has initiated the necessary proceedings before the CNDC and ENACOM in order to obtain (i) the antitrust approval from the Secretary of Industry and Commerce (or from any succeeding enforcement authority under Law No. 27,442, as applicable) for the economic concentration resulting from the Acquisition, and (ii) the approval of ENACOM to the change of control that occurred in TMA as a consequence of the Acquisition. The filing before the CNDC was made on March 3, 2025, while the filing before ENACOM was made on March 7, 2025, both in accordance with the applicable regulatory framework.
Both administrative procedures are currently underway. On March 21, 2025, the Secretary of Industry and Commerce issued the March 2025 Resolution, requiring Telecom Argentina as a provisional measure in accordance with Article 44 of Law No. 27,442 to refrain, for a period of six months or until the Secretary of Industry and Commerce issues a decision pursuant to Article 14 of Law No. 27,442 either approving or subordinating the acquisition to the fulfillment of conditions, or denying authorization of the transaction—whichever occurs first—from carrying out any legal, corporate or commercial act relating directly or indirectly to the integration or consolidation of TMA’s businesses with Telecom Argentina. This included any initiative that entails integrating TMA’s equipment with that of Telecom Argentina, as well as any exchange of competitively sensitive information with TMA, such as prices and pricing strategies, costs and margins, business plans and commercial strategies, information on customers and suppliers, investment plans, among others. Telecom Argentina must also respect the agreements regarding the reciprocal use of infrastructure previously entered into between Telecom Argentina and TMA. The Resolution does not modify the manner in which Telecom Argentina and TMA operate. As of the date of this Annual Report, TMA operates as an independent business under a separate business segment from Personal, and the members of the Board of Directors and the management of Telecom Argentina and TMA are independent of each other.
On April 6, 2025, Telecom Argentina filed an appeal before the Secretary of Industry and Commerce and the CNDC against the Resolution No. 63/2025, as well as against the note from the Secretary of Industry and Commerce dated March 27, 2025 to the CNDC appointing a monitoring agent for the Telecom Argentina and TMA to oversee compliance with the measure. On June 5, 2025, Telecom Argentina was notified of the decision issued by Chamber III of the Federal Civil and Commercial Court of Appeals, which granted the appeal with suspensive effect and ordered the Secretary of Industry and Commerce to refrain from adopting any measure that would contravene the suspensive effect with which the appeal was granted.
In addition, on June 19, 2025, Telecom Argentina was notified of a resolution by the Secretary of Industry and Commerce that included (i) a statement of objection to the transaction; (ii) a request for Telecom Argentina to present its arguments against the objections within 15 days, and (iii) a call for a special hearing to consider the measures proposed by Telecom Argentina to overcome these objections.
This resolution does not represent a final resolution or the imposition of penalties, but rather a procedural stage affording the parties the opportunity to exercise their right of defense, submit responses, or propose commitments to mitigate potential anticompetitive effects.
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Telecom Argentina believes that the aforementioned objection report was issued and notified prematurely, at an early stage of the process, without all the necessary information being considered and before all relevant procedures established under the antitrust laws were completed. In this regard, Telecom Argentina does not agree with the preliminary conclusions expressed in the objection report and has focused on analyzing all CNDC statements therein and submitting all appropriate presentations and technical data in response to the report (including Form F-2 as required by antitrust law, which was submitted by Telecom Argentina on June 29, 2025) to advance the review process and obtain the relevant approvals.
On August 5, 2025, Telecom Argentina duly and timely submitted its response to the preliminary objection report issued by the CNDC. Together with that submission, and without this being construed in any way as an acknowledgment that the transaction raises an antitrust concern, Telecom Argentina expressed its willingness, as a procedural safeguard contemplated under Law No. 27,442, to consider potential commitments to address the provisional concerns outlined in the objection report, should the authorities deem it necessary. Telecom Argentina believes that any such potential commitments, if required, would be limited, proportionate, and would not have a material adverse effect on Telecom Argentina’s business, financial condition, or ability to meet its financial obligations.
Subsequently, the CNDC held the special hearing provided for in Article 14 of Law No. 27,442. The first hearing took place on September 19, 2025, and the second hearing on October 6, 2025, at which time the CNDC decided to adjourn the proceedings, leaving their continuation subject to the CNDC’s evaluation of the observations and submissions previously made by Telecom Argentina, as well as of the information still pending submission by third parties at the CNDC’s request.
On November 17, 2025, pursuant to Decree No. 810/2025, the Argentine government established the Argentine National Competition Authority (Autoridad Nacional de Competencia) (the “ANC”), a decentralized and autonomous entity that replaced the CNDC. The ANC became operational upon the appointment of its authorities in accordance with Law No. 27,442, which designates the ANC as the body responsible for protecting and promoting competition and safeguarding the general economic interest. As a result, the regulatory review of the Acquisition is conducted under the supervision of the ANC.
On December 23, 2025, Chamber III of the National Court of Appeals in Civil and Commercial Matters issued its decision regarding the appeal filed by Telecom Argentina against Resolution No. 63/2025 of the Secretary of Industry and Commerce. The Court held that ruling on the appeal had become moot, given that at the time the judgment was rendered, the precautionary measure had already expired. In this regard, the Chamber expressly stated that no evidence had been submitted in the case file demonstrating an extension of the precautionary measure and therefore concluded that there was no longer an existing case or controversy that would warrant consideration of the appeal. The Argentine Government filed a Federal Extraordinary Appeal against this resolution, which has been notified to Telecom Argentina on February 23, 2026. Telecom Argentina has duly responded within the established timeframe, requesting that the appeal be dismissed as inadmissible.
Likewise, on that same date, a new hearing was held within the framework of the procedure established in Article 14 of Law No. 27,442 before the ANC, which constituted a continuation of the previously mentioned hearings. With this hearing, the hearing stage contemplated by the procedure was deemed concluded, leaving the case under review by the ANC for the issuance of the corresponding resolution within the framework of the operation’s review process.
Telecom Argentina will exercise all rights available to it to review or challenge any decisions that it considers to be inconsistent with applicable Argentine law or the actual competitive conditions in each relevant market and jurisdiction.
Although there can be no assurance regarding the outcome of the post-closing review of the Acquisition by regulatory authorities, Telecom Argentina and its legal advisors have arguments to support the its position.
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Acquisition Financing
The Acquisition was financed by Telecom Argentina through the Existing Loans totaling US$1,170 million:
| ● | An unsecured syndicated loan granted by Banco Bilbao Vizcaya Argentaria S.A., Deutsche Bank AG, London Branch and Banco Santander, S.A., governed by New York law (the “Syndicated Loan”); and |
| ● | An unsecured bilateral loan granted by Industrial and Commercial Bank of China (Argentina) S.A.U., governed by Argentine law (the “Bilateral Loan”). |
On May 28, 2025, we issued US$800 million in aggregate principal amount of 9.250% senior notes due 2033 (the “2033 Notes”) in the international markets pursuant to Rule 144A and Regulation S of the Securities Act. We applied the proceeds from the 2033 Notes to (i) partially prepay the Syndicated Loan in a principal amount equal to US$650.3 million, reducing the outstanding principal amount thereunder to US$319.7 million, and (ii) partially prepay the Bilateral Loan in a principal amount equal to US$134.1 million, reducing the outstanding principal amount thereunder to US$65.9 million.
On June 24, 2025, we issued an additional US$200 million in aggregate principal amount of 2033 Notes. Following such issuance, the aggregate principal amount of outstanding 2033 Notes increased to US$1,000 million. We applied the proceeds from the reopening to partially prepay the Syndicated Loan in a principal amount equal to US$168.8 million, reducing the outstanding principal amount thereunder to US$150.9 million, and to prepay the Bilateral Loan in a principal amount equal to US$34.8 million, reducing the outstanding principal amount thereunder to US$31.1 million.
On January 20, 2026, we applied the proceeds from the Notes described below under “Debt Transactions” to fully prepay the Existing Loans.
For further information about our borrowing, see Note 14 of our Consolidated Financial Statements and “Item 5—Operating and Financial Review and Prospects—Liquidity and Capital Resources—Borrowings Developments during 2025.”
Debt Transactions
On January 20, 2026, we issued US$600 million in aggregate principal amount of US$600 million 8.5% senior amortizing notes due 2036 (the “2036 Notes”) in the international markets pursuant to Rule 144A and Regulation S of the Securities Act. We applied the proceeds from the 2036 Notes to (i) prepay in full the Existing Loans (principal amount outstanding of US$182 million plus accrued interest), and (ii) redeem in full our outstanding 8.000% Senior Notes due 2026, at a redemption price of US$164 million, plus accrued interest.
On March 5, 2026, we issued US$81 million aggregate principal amount of our 6.50% fixed rate notes due 2029 (the “Series 28 Notes”) in the Argentine local capital markets. The Series 28 Notes were issued at an issue price of 100% of their principal amount and will mature on March 5, 2029. The Series 28 Notes accrues interest at a fixed nominal annual rate of 6.50% and is payable semi-annually.
Changes in Senior Management
On July 3, 2025, Telecom Argentina’s Chief Financial Officer, Gabriel Blasi, informed the Board of his intention to retire from his position during the last quarter of 2025. This decision was made strictly for personal reasons and in full agreement with the Company. During the interim period prior to his departure and as of the date of this Annual Report, Telecom Argentina is considering a succession plan to ensure the continuity and quality of its management. Pending completion of this process, the duties of Chief Financial Officer will be performed on an interim basis by Telecom Argentina’s Director of Finance, Federico Pra as of December 23, 2025.
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Agreement between Telecom Argentina, Micro Fintech Holding and Micro Sistemas with Banco Macro S.A.
On January 22, 2026, Telecom Argentina and its direct and indirect subsidiaries Micro Fintech Holding and Micro Sistemas entered into a framework agreement with Banco Macro S.A. (“Banco Macro”) aimed at fostering the growth and expansion of the business of Micro Sistemas, a payment services provider operating under the “Personal Pay” brand.
This strategic alliance will enable the development of a differentiated and comprehensive value proposition for customers operating on the “Personal Pay” platform, while also expanding the range of financial products and services offered to a broader customer base, supported by Banco Macro’s leading position in the financial sector.
For these purposes, Banco Macro will contribute its expertise in financial products, while Micro Sistemas will contribute its extensive base of active customers and recurring use cases with genuine transaction activity, thereby promoting a more efficient and broader market with customers at its core.
Pursuant to this agreement, Banco Macro made a capital contribution and, therefore, subscribed for shares representing 50% of the share capital and voting rights of Micro Sistemas, for an amount in pesos equivalent to US$75 million.
As a result of this transaction, the Company no longer holds the majority of the voting rights required to exercise control over Micro Sistemas and, accordingly, the Company now has joint control over such entity.
The transaction is subject to the corresponding approval by the National Antitrust Authority, in accordance with applicable regulations.
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THE BUSINESS
The Executive Committee and the CEO have a strategic and operational vision of Telecom as a single business unit. This reflects the current regulatory context of the converged ICT Services industry, under which mobile services, internet services, cable television and fixed and data services, are all governed by the same regulatory framework and therefore consolidated into a single segment. To exercise their functions, both the Executive Committee and the CEO periodically receive the economic-financial information of Telecom Argentina and its subsidiaries located in Argentina except TMA (stated in historic currency at the transaction date) prepared as a single segment and evaluate the evolution of the business as a single results-generating unit, administrating the resources in a unique way to achieve the objectives. Costs are not specifically allocated to a type of service, as Telecom Argentina has a single payroll and operating expenses that affect all services in general. Further, decisions on capital expenditures affect all types of services provided by Telecom Argentina and its subsidiaries in Argentina except TMA and are not allocated specifically to one of them.
Following the Acquisition, dated February 24, 2025, the Company identified a new reportable segment, “ICT Services provided in Argentina – TMA Network” corresponding to the provision of mobile and fixed telephony services, fixed broadband, and video services on a nationwide scale in Argentina, using TMA’s own networks, with its own infrastructure. See “—Recent Developments—Acquisition of TMA.” TMA is managed as a separate business unit, and therefore, the Executive Committee and the CEO review its economic and financial information (stated in historic currency at the transaction date) separately. Costs are not specifically allocated to a type of service, as TMA has a single payroll and operating expenses that affect all services in general. Further, decisions on capital expenditures affect all types of services provided by TMA and are not allocated specifically to one of them.
Additionally, Telecom, through Micro Sistemas, develops activities in the fintech industry in Argentina. Telecom also carries out activities abroad (Paraguay, USA, Uruguay and Chile).
The operations that Telecom develops through Micro Sistemas, and those developed abroad, are not analyzed as a separate segment by the Executive Committee and the CEO, considering that they are not considered as individually significant. These operations do not meet the aggregation criteria established by the standard to be grouped within the “ICT Services provided in Argentina– Personal Network” segment and considering that they do not exceed any of the quantitative thresholds identified in the standard to qualify as reportable segments, they are grouped within the category “Other segments.”
As a result, segments as of December 31, 2025, are the following:
| ● | ICT Services provided in Argentina – Personal Network: Corresponds to the operations carried out by Telecom Argentina and its subsidiaries located in Argentina (excluding TMA) engaged in the provision of ICT services. |
| ● | ICT Services provided in Argentina – TMA Network: Corresponds to the operations carried out by the subsidiary TMA as from the acquisition date. |
| ● | Other segments: Corresponds to the operations for a) ICT services provided abroad (Paraguay, USA, Uruguay and Chile) and b) the development of activities in the fintech industry, through the subsidiaries Micro Sistemas in Argentina and Personal Envíos and CrediPay in Paraguay. |
The Executive Committee and the CEO evaluate the profitability for each reportable segment based on the measure of the Adjusted EBITDA. Adjusted EBITDA is defined as our net (loss) income less income tax, financial results, earnings (losses) from associates and joint ventures, and depreciation, amortization and impairment of Fixed and Intangible Assets, reviewing this information in the currency of the date of each transaction.
For a breakdown of total revenues by category of activity, please see “Item 5—Operating and Financial Review and Prospects.” For more information, see Note 1.b) of our Consolidated Financial Statements.
Main Products and Services
We offer our customers an ecosystem of services and platforms, leveraged by robust connectivity inside and outside the home, along with the best entertainment experiences, and technological solutions for people, startups, industries and governments.
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To achieve this, we use the latest technologies available for our networks, systems, and business models, partnering with renowned global companies.
Our focus remains on expanding and enhancing our fixed and mobile networks, as well as increasing Broadband coverage and capacity. We are also pursuing new business opportunities through a digital platform and marketplace development model that allows us to maximize opportunities across the region. We extend our footprint to other markets, with new businesses based on the development of APIs and applications, highlighting our infrastructure and network capabilities for developers around the world.
In line with our vision of innovation and diversification, we explore new business opportunities and seek to go beyond connectivity and accompany the challenges of the digital economy. We intend to become a relevant player in the Latin American financial industry by developing products that generate monetization in the digital ecosystem, leveraging 5G and positioning ourselves regionally. With new businesses such as IoT, Fintech Services, cybersecurity, entertainment, OpenXpand and smart home, among others, we are committed to constant innovation to offer comprehensive solutions and adapt to changing market demands.
As of December 31, 2025, we offered our customers a diverse range of services, which are presented below and categorized by reportable segment:
| Ø | ICT Services provided in Argentina – Personal Network |
Toward the end of 2025, we took a decisive step in our company’s evolution by unifying our brand identity with a core conviction: to streamline, simplify, and scale our value proposition to support the digital needs of individuals, households, and organizations across the country.
Since December 2025, Personal has been consolidated as the brand that integrates our entire ecosystem of services.
With this new architecture, all our solutions are consolidated under a single identity: Personal Móvil and Personal Fibra guarantee mobile and fixed connectivity with cutting-edge technology; Personal Flow enhances the entertainment experience with live TV and on-demand content; Personal Pay provides simple and secure digital financial solutions; Personal Smarthome and Tienda Personal expand access to affordable smart home solutions; and Personal Tech supports businesses, organizations, and governments in their digital transformation processes.
This rebranding positions Personal for the future with a clear vision: to lead the country’s digital ecosystem through integrated, simple, and people-centered experiences.
Brand: | Personal Móvil | Personal | Personal | Personal | Tienda | Personal | Personal Tech | |
Services | Mobile Telecommunications Services | Internet Services | Cable Television Services | Fintech | Smart home solutions. | Cybersecurity, cloud, IoT, datacenter and infrastructure | ||
| (a) | These services are not included as part of the segment “ICT Services provided in Argentina – Personal Network,” and are aggregated in “Others segments.” In January 2026, Banco Macro subscribed for shares representing 50% of the share capital and voting rights of Micro Sistemas, see “—Information on the Company—Recent Developments—Agreement between Telecom Argentina, Micro Fintech Holding and Micro Sistemas with Banco Macro S.A.” |
Overview
Mobile telecommunications service offerings include voice communications, high-speed mobile internet content and applications download and online streaming, among others, as well as the sale of mobile communication devices (handsets, Modems MiFi and wingles, smart watches). The services are supported by the different technologies of the mobile network (4G/5G).
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As of December 31, 2025, we had approximately 19.9 million mobile customers, consisting of 60% prepaid customers and 40% postpaid customers.
We provide mobile services on 850 MHz in the Northern Region and AMBA, 1,900 MHz, 700 MHz and AWS (paired frequencies in 1,700 MHz and 2,100 MHz) in the whole country and 900 MHz and 2,600 MHz assigned by towns and cities. Additionally, we provide 3,500 MHz in the whole country for 5G services.
During 2025, Personal Movil expanded its 5G footprint by adding 819 new sites, reaching a total of 1,084 by the end of the year. In addition, the number of customers with 5G-enabled devices was 3.5 million by year-end.
Residential and Corporate Services
We offer mobile telecommunication services to residential and corporate customers through a variety of flexible options. These options include prepaid, post-paid and “Abono Fijo” (fixed subscription plans).
| ● | Prepaid Plans. Under prepaid plans, customers pay in advance for services, using prepaid credit. Since there are no monthly bills, prepaid plans allow customers to communicate with maximum flexibility while maintaining control over their consumption. Prepaid credit can be purchased through prepaid cards or virtual credit on our website, by phone, at ATMs and drugstores, or through authorized agents. Our mobile telecommunication customers may browse the internet, make and receive local, national and international calls and buy multimedia content. We offer a variety of “packs” which enable customers to use the abovementioned services at lower prices. These packs may include a fixed number of minutes to make national or international calls, SMSs, and a quota of megabytes for browsing the internet, among other services. |
| ● | Post-Paid Plans. Under post-paid plans, customers pay a monthly fee for a particular plan, plus charges for additional services not included in that plan. Most of the plans we offer include a quota of megabytes for browsing the internet and unlimited airtime for on-network calls and SMS. Depending on the price, some plans include a number of free seconds or unlimited airtime for off-network calls. Once the included seconds have been used, customers can continue using the mobile service at a set price per second. Customers can also purchase additional megabytes to continue browsing the internet after using the megabytes included in their monthly plan. Charges for additional airtime, megabytes or multimedia content are added to the following month’s bill. These plans also include gigabytes or roaming minutes to communicate abroad. Among the post-paid plans, we also offer M2M plans based on the IoT concept, which refers to the digital interconnection of everyday objects to the internet, and are specifically aimed at business customers. These plans include solutions such as geolocation and fleet monitoring, refrigeration control, information security solutions, sales management solutions, and cloud solutions for information storage and protection. |
| ● | Fixed Subscription (Abono Fijo). Under the Fixed Subscription (Abono Fijo) plans, a customer pays a set monthly bill. As in post-paid plans, most of these plans include a quota of megabytes for browsing the internet, unlimited airtime for on-net and off-net calls, SMS and a fixed amount of credit that can be used to buy packs or multimedia contents. Once the prepaid seconds have been used or the internet quota has been met, the subscriber can obtain additional credit by recharging its line through the prepaid system. |
Our strategy during 2025 focused on continuing to lead in mobile services, promoting the consumption of high-speed services by providing upgrades and improving the experiences of certain customers, and more generally addressing the needs of small, medium and large customers and continuing to grow in the Digital Solutions business (Cloud & Infrastructure, Datacenter, Cybersecurity and IoT). In addition, we worked on strengthening the value proposition of our mobile products by renewing all aspects related to the management of gigas included in customer plans and introducing new benefits, such as higher gigas allowances, automatic gigas doubling for convergent customers, gigas sharing across lines, and the Video Pass benefit, which allows streaming videos and Flow content with 5G connectivity without consuming gigas from the plan. These initiatives aimed to deliver greater value, flexibility, and a superior experience.
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The main developments in our residential and corporate services during 2025 were the following:
| ● | we continued offering mobile services ranging from prepaid plans to postpaid plans, and between four gigabytes and 50 gigabytes for residential and corporate services; |
| ● | we continued focusing on the development of convergent offers for our customers, offering additional bonuses upon the purchase of various services, to increase customer loyalty. We extended the initiative to corporate customers, seeking to increase services convergence; |
| ● | we continued adding benefits for mobile and convergent subscription customers; |
| ● | we focused on expanding international service capabilities, reinforcing coverage and technologies and improving performance metrics to ensure superior quality and customer experience. These efforts were complemented by initiatives to optimize traffic management and control costs, supporting the evolution of our roaming offer and maximizing data benefits. As a result, 80% of our customers used our international roaming service when traveling abroad; and |
| ● | we prioritized the development of 5G Roaming and VoLTE Roaming to enhance data and voice experiences, achieving coverage across 61 countries—ensuring that more than 80% of our customers travel to destinations where this technologies are available. These actions allowed us to consolidate the best market experience, reflected in an NPS above 50 points. |
Wholesale Services
Our mobile telecommunications infrastructure also enables us to offer a range of wholesale services, as summarized below.
| ● | International Business. During 2025, inbound international visitors to Argentina declined by 19.7%; however, revenue from inbound roaming increased by 15.7% driven by new roaming agreements, the retention of existing agreements, and improved commercial terms. |
We continued focusing on reducing outbound traffic costs. In 2025, the number of Data Roamers (mobile subscribers who consume mobile data services while accessing a visited network outside the coverage area of their home operator, either under national or international roaming agreements - these users generate data traffic on third‑party networks pursuant to inter‑operator roaming arrangements, regardless of the underlying service plan or the amount of data consumed) grew by 54% and total outbound traffic increased by 86%, reinforcing the importance of continually improving our commercial agreements to sustain margins.
With respect to our SMS A2P business, traffic declined by 6%. Nevertheless, revenues decreased by only 4%, supported by the reactivation of domestic SMS A2P activity, which helped mitigate the impact of reduced volumes.
We initiated the monetization of our network capabilities through aggregator facilitated services, generating new revenues from the launch of our first standardized API — SIM Swap validation. With the subsequent rollout of five additional APIs, we consider this an emerging business line with significant potential and expect it to become a relevant contributor to future revenue streams.
| ● | Domestic Business. revenues and costs mainly related to interconnection traffic charges (call origination/termination, long distance transport and transit, both on the mobile network and on the fixed network); sale of interconnection service resources, sale of infrastructure to Large Groups (such as Datacenter Services, Mobile Backhaul, Links, etc.), national roaming, and infrastructure sharing (including RAN sharing and lease of conventional and non-conventional sites, among others). |
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Network and Equipment
In terms of infrastructure, during 2025 we continued to improve the services we provide by deploying the 4G/LTE network and the deployment of fiber optics to connect homes with Broadband, which also had an impact on fixed and data network. This allowed us to stand out from our competitors, significantly improving the NPS of our customers.
The deployment of 4G/LTE has achieved a coverage of 97% of the urban population in more than 2,245 towns and cities as of December 31, 2025. Furthermore, we have reached a 98% coverage of the population in major cities of Argentina, as of December 31, 2025. Customers who access our 4G network experience enhanced service quality, enjoying speeds of up to 84 Mbps and, approximately 85% of calls are now made using VoLTE, a technology that enables voice calls over the 4G network, resulting in significant improvements in audio and video quality.
In addition, we have continued the deployment of mobile site connectivity to enhance quality and capacity, replacing radio links with high-capacity fiber optic connections.
Furthermore, the initiative to connect remote and low-density areas through satellite backhaul remains ongoing.
Regarding 5G, by the end of 2023, and through the Argentine government-launched tender, we have acquired spectrum that will accelerate the growth of our 5G service. Currently, we have reached 1,084 sites with 5G.
Competition
The market for residential, corporate and wholesale mobile telecommunications services in Argentina is characterized by intense competition. Operators are free from regulation to determine the pricing of services, except that ENACOM sets prices for wholesale local interconnection services. During 2025, three mobile operators offered nationwide service: Personal, TMA and AMX Argentina.
| ● | Internet Services |
Overview
We provide Broadband internet services with Personal Fibra brand. Broadband can be delivered through three technologies: cable modem (HFC), fiber optic (FTTC and FTTH - and dedicated for corporate services-) and wireless (and satellite for corporate services); being cable Modem and FTTH the most widely used for residential services. We market our services through HFC and FTTH technologies. During 2025, such services provide speeds for up from 100 MB to 1,000 MB
During 2025, our home products strategy focused on accelerating migrations to our preferred fiber network, offering in-home coverage solutions, and providing more options to ensure service continuity. In addition, we continued promoting Broadband offers by delivering higher speeds to customers with technical availability. Our strategy for access networks aimed to meet the growing demand for Broadband, mainly driven by video and multimedia content consumption. To achieve this, we continued expanding our fiber optic access infrastructure through different modalities and technologies, optimized according to service demand and geographic location.
During 2025, we continued deploying our FTTH network both in greenfield areas (an area where we have not deployed any of our technology networks: HFC or FTTH) and in the reconversion of brownfield areas (an area where we have network deployment), granting more customers access to ultra-high internet velocity with speeds of 1,000 MB and also upgrading the customer base average speed by migrating customers to our HFC and FTTH network (i.e., technologies that replace copper with fiber optics in different points of the transmission network). As of December 31, 2025, the number of customers with access to FTTH technology grew 37% compared to December 31, 2024.
In May 2025, we introduced our new Fixed Wireless Access (FWA) product, a technological solution that provides broadband connectivity through mobile networks. The goal of this launch is to bring high-speed internet to areas where fiber optic has not yet reached, expanding our coverage, ensuring that more communities can access quality services, and reducing the digital divide. This product also enables us to offer customers internet service in areas where obsolete networks have been shut down.
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Finally, we also added Wi-Fi signal extenders to our portfolio, designed to ensure coverage in every corner of the home. This product directly addresses the need expressed by our customers who experienced connectivity issues in certain areas. The extenders are available in our online store and can also be offered by our technical service during home visits, ensuring that every customer enjoys a stable and high-quality connection experience.
Residential and Corporate Services
As of December 31, 2025, we had approximately 4.2 million internet customers.
During 2025, we continued with the reconversion of Personal Fibra’s fixed internet network, expanding in 2025 by 17,000 FTTH blocks in new locations and/or XDSL / HFC one way and 16,000 FTTH blocks in HFC two-way (Overlay) areas. Key projects included completing FTTH coverage in the main capitals and major cities across the northern region, consolidating our footprint in strategic areas. Additionally, the overlay strategy aimed to accelerate the migration from HFC to FTTH in the largest urban centers, including CABA, AMBA, Rosario, and Córdoba.
The migration of customers towards the best available technology (XDSL to HFC/FTTH and HFC to FTTH) and the selective shutdown of obsolete networks continued, seeking efficiency and improving customer service.
The internet connectivity products we offer through the Personal Fibra brand are specially tailored to the needs of each residential or corporate user and include specific solutions such as virtual private network services, traditional IP links and corporate products that offer additional services. We offer internet products ranging from 100MB to 1,000 MB.
Customers with a service of 100 MB or more represent 98% and 89% of the total customer base as of December 31, 2025, and 2024, respectively. Within this range, customers have contracted service plans of 100 MB, 300 MB, 600 MB and 1,000 MB which, as of December 31, 2025, amount to 1.4 million, 2.2 million, 0.2 million and 0.1 million, respectively, positioning our Personal Fibra brand as the technological benchmark brand of the industry.
Additionally, we offer international IP access through well-known global Backbone providers.
We also offer Personal Wifi Zone, a connectivity experience available to our customers with Personal Fibra internet at home, which is the largest WiFi network in Argentina. Personal WiFi Zone currently has a coverage of more than 2.4 million locations distributed throughout the country. The service is used by 180 thousand customers on a monthly basis.
Network and Equipment
In order to continue bringing fiber optics closer to customers, we consolidated the deployment of FTTH networks, substantially improving the possibility of offering high-speed services. This rollout encompassed both residential and corporate customers, new neighborhoods, gated communities, buildings, and shopping malls.
With respect to HFC networks, investments were focused on increasing the capacity of existing networks to keep up with our customers’ traffic demand by reducing service areas and increasing upstream capacity. In addition, the deployment of a new FTTH network superimposed on the HFC network continued, seeking to connect the new customers to this new network. In this way, the traffic on the HFC network is relieved, and better services are provided to our customers.
In addition to the renewal of the access network described above, the transformation process of the transport network continued, allowing not only greater capacity, but also greater operational efficiency and scalability.
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Competition
In Argentina, the internet service market includes operators such as TMA, AMX Argentina, Gigared and Telecentro (providing a triple-play offer), as well as satellite-based broadband services such as Starlink, which may compete in certain customer segments, particularly in regions with lower population density or limited access to fixed broadband infrastructure. During 2025, AMX Argentina continued its investments for the construction of their fixed FTTH networks, increasing its penetration and ability to serve households in different areas of the country. The data services business includes providers such as AMX Argentina and several providers of niche data services such as Cirion Technologies, IPlan, Metrotel and others.
| ● | Cable Television Services |
Overview
We provide cable television services in different locations in Argentina. Through Personal Flow, the Company seeks to consolidate itself as an “entertainment meeting point,” offering access to a platform with live and on-demand content.
During 2025, we worked to improve the performance and stability of our TV and streaming products, focusing on delivering exceptional customer experience. These efforts resulted in a significant improvement in our NPS compared to 2024, reflecting the trust and satisfaction of our users.
Personal Flow continues to evolve year after year to offer the best entertainment experience. We have consolidated our position as the leading platform in Argentina and among the most advanced in the region. We connect people with their passions, offering a wide variety of content—live TV, movies and series, music, sports, and Kids—accessible anytime, anywhere.
In recent years, Personal Flow has continued promoting local production with high-quality, original content featuring local talent. During 2025, we have released different quality national co-productions with Warner. Additionally, it has strengthened its position in live music streaming by broadcasting events featuring both national and international artists, as well as major festivals.
During 2025, we delivered a two-way network with a bandwidth capacity of more than one GHz to approximately 96% of the homes passed through our cable network (99.9% in AMBA). Through these networks, we offer additional revenue-generating services and products, such as premium services and pay-per-view.
As of December 31, 2025, we had approximately 3.3 million cable television customers, which represented a 37% of the Argentine market share for cable television services.
Our Cable Television Networks and Operating Regions
As of December 31, 2025, our principal cable networks were located in AMBA. We also operated cable networks in other cities within the provinces of Buenos Aires, Santa Fe, Entre Ríos, Córdoba, Corrientes, Formosa, Misiones, Salta, Chaco, Neuquén, Río Negro, Mendoza, Tucumán and San Juan. As of December 31, 2025, Personal Flow’s fiber optic network covered approximately 98,000 kilometers, of which approximately 35,000 kilometers correspond to the interurban network.
Retail and Corporate Programming and Other Cable Television Services
In 2025, we continued investing significant resources to expand the variety of programming options in order to appeal to potential new customers and meet their needs. Our cable television services revenues are derived primarily from monthly subscription fees for cable service. To a lesser extent, our cable television services revenues also derived from connection fees and advertising and fees for premium and pay-per-view programming services, Flow, and video-on-demand services (“VOD”).
We purchase basic and premium programming from more than 100 signal providers in Argentina. Programming arrangements are primarily denominated in Argentine Pesos. Fees paid to signal providers under these arrangements are linked to the growth of our cable television subscriber base and the fees charged.
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Premium Services (Premium Packages)
Our customers are given the option to acquire Premium Packages not included in the basic package by paying an additional fee. These packages and services include channels in addition to those included in the basic package, provide exclusive content, and divide such content by movie genres and sports, or a combination of these categories.
Flow and OTT Services
Flow positions itself as an innovative TV & Streaming service in an industry that is constantly evolving to keep up with customer behavior and preferences. Through distinctive experience, users can discover, enjoy, or relive original, high-quality content that is part of a unified, easily accessible catalog.
In June 2025, we launched Flow Plus to take entertainment to the next level. This flexible, intuitive, and innovative offering allows users to personalize their experience with two included subscriptions that can be swapped every month. Customers can choose between Football Pack, HBO Max, Disney+ Premium, and Universal+, switching them every 30 days —all within a single plan. In addition, Flow Plus includes the entire Flow offering: live TV, movies and series, music, sports, and Paramount+ content.
With Flow Plus, users bring their platforms together under one bill and manage their subscriptions quickly and independently through the app or website. It is the most complete and personalized plan, designed to adapt to each customer’s tastes and needs.
Our plans, Flow Full and Flow Plus, can be purchased with Android TV set-top boxes to maximize the home experience, or in a 100% digital version compatible with Smart TVs, PCs, smartphones, and tablets.
Flow also offers to our customers a single platform through which they can access different OTT services. Additionally, Flow continues evolving with new facilities, innovative and quality content based on alliances with renowned national and international production companies such as Disney+, Paramount+, Universal+, Netflix, Prime Video and HBO Max.
Another key aspect in 2025 was to continue promoting the streaming platform for live music shows and festivals and enrich the content catalog with films of high global relevance that we were able to make available to all customers almost simultaneously with their film release.
Competition
In Argentina, with respect to cable television transmission, we face competition from other cable television operators and providers of other television services, including direct broadcasting, satellite and wireless transmission services. As a result of the non-exclusive nature of our licenses, our cable systems frequently have been overbuilt by one or more competing cable networks, in addition to the satellite television service that is also available. Free broadcasting services are currently available in Argentina. In the AMBA, these services primarily include four privately-owned channels and their local affiliates, and one state-owned national public television network.
Paid television industry is highly fragmented, and our largest competitors are Telecentro S.A., which is focused in the AMBA, and DirecTV Argentina S.A. (“DirecTV”) (satellite television), present throughout the entire country. In addition, AMX Argentina consolidated its offer of video products together with fixed Broadband, in the context of the development of their fixed network. Flow also considers OTT internet video system providers such as Netflix, Disney+, Prime Video and On Video, among others, as competitors.
Among paid television systems, competition is driven primarily by price, programming services offered, customer satisfaction and quality of the system.
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Network and Equipment
Our network’s trunk or Backbone portion in AMBA consists entirely of fiber optic cable. We built a fiber optic cable ring around the City of Buenos Aires that provides network redundancy (which helps ensure network availability in the event of a network device or path failure resulting in unavailability) and improves overall network reliability. We have deployed a similar fiber optic network architecture in other major cities.
In addition, cable television service is also provided through FTTH networks with IP technology, combining state-of-the-art networks to provide high-capacity internet with video services through the same physical link.
Overview
Through Personal Tech we offer voice communications, supplementary services, interconnection with other operators, data services (mainly virtual private networks, dedicated transit, signal transport), IT solution outsourcing and advanced cybersecurity solutions, among others.
Fixed and Data Services comprise the following:
Residential and Corporate Telephony and Smarthome Services
| ● | Basic Telephone Services. We provide Basic Telephone Services, including local, domestic and international long-distance telephone services. As of December 31, 2025, we had approximately 2.7 million fixed telephony lines in service, including TOIP lines. |
| ● | Other telephone services. We provide our customers other related supplementary services such as call waiting, call forwarding, conference calls, caller ID, voice mail, itemized billing and maintenance services. |
During 2025, we continued to strengthen our TOIP services and position through the evolution of the portfolio of security services solutions, together with a communication and dissemination campaign throughout the year, aiming to bring our wide range of services closer to corporate customers.
We took an important step in the evolution of home connectivity with the launch of self-installable VoLTE (Voice over LTE), in November 2024. In this way, we consolidated our technological transformation, focused on self-management, operational efficiency and leadership in connectivity. In 2025, we focused on enhancing this experience by implementing smarter support, clearer guidance flows, and comprehensive assistance from purchase to installation. Our goal is to empower customers to install VoLTE with autonomy and confidence, while feeling fully supported throughout the process. These efforts reflect our commitment to delivering simpler, modern, and self-managed solutions that improve connectivity and elevate customer experience.
Additionally, we offer Smarthome services, a solution designed to keep customers connected to their home at all times. The main objective is to offer peace of mind and comfort.
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Our first device was an advanced camera that allows customers to monitor their home in real time and is equipped with a proactive alert system that notifies users about specific preconfigured events. Furthermore, during 2025, we added new devices to the Smarthome ecosystem, such as smoke and water sensors. Some features that can be used from the application:
| ● | Look at every corner through a 360º movement. |
| ● | Receive notifications in real time. |
| ● | Store clips in the cloud to view them whenever you want. |
| ● | Communicate via two-way audio. |
| ● | Use night vision so you don’t miss anything. |
As an added value, we offer a cloud storage service for up to 14 days, available for an additional cost.
For the year ended December 31, 2025, we have sold more than 93,000 cameras, with 49,500 unique users.
Wholesale Services
During 2025, we remained one of the leading providers of wholesale telecommunications solutions for various operators in the market, including cable operators, ISPs cooperatives and other service providers. Wholesale services include:
| ● | Infrastructure services. This primarily refers to: |
Interconnection services, including dedicated links, layer 2 (Lan to Lan) and layer 3 (IP VPN (Virtual Private Network)).
Datacenter services, including housing, connections and cross-connections.
| ● | Internet services. During 2025, Personal Tech focused most of our business on IP transit, a service demanded by ISP to provide internet connectivity to their customers across different market segments. This resulted in a significant increase in both local and international bandwidth consumption. |
| ● | Value Added services. This includes Virtual Private Servers, Security, IoT, and other complementary solutions. |
| ● | International Long-Distance Service. We hold a non-expiring license to provide international telecommunications services in Argentina, including voice, data services, housing and international point-to-point leased circuits. We are connected to international telecommunications networks, mainly through various submarine fiber optic cables and VoIP technology. |
Corporate Data Services
The data services business includes nationwide data transmission services, virtual private networks, symmetric internet access, national and international signal transport and videoconferencing services. These services are provided mainly to corporations and governmental agencies.
We also provide certain value - added services, including electronic standard documents telecommunication software exchange. Our corporate data services business also includes the lease of networks to other providers, telecommunications consulting services, operation and maintenance of telecommunications systems, supply of telecommunications equipment and provision of related services. The corporate data transmission services we provide are mainly Ethernet and IP services.
We provide services to leading companies in the Argentine market, as well as primarily digital solutions to businesses with branches across Latin America, in addition to serving the national government, provincial governments, and municipalities. These large customers demand cutting-edge technology and solutions tailored to their needs, including voice, data, internet and value-added services.
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In response to the constant changes demanded by the market, we maintained our strategy to position ourselves as an integrated service provider for large customers by offering convergent ICT solutions, including fixed and mobile voice, data, internet, multimedia, datacenter and application services through sales, consulting, management and specialized and targeted post-sale customer services.
At Personal, we have evolved from an ICT company to a Tech-Co, offering a comprehensive portfolio of technical architecture and infrastructure solutions. As a multi-cloud provider, we integrate major international hyperscalers and leverage our Datacenters to host edge solutions, provide world-class brand equipment, and deliver professional services for implementation, migration, and application support. Additionally, we have expanded our connectivity security services to include user identification and security technologies, addressing the growing needs of hybrid work models. We continue to strengthen strategic partnerships with leading companies such as IBM, AWS, Google, Microsoft, Huawei, Oracle, and Dell, among others.
In terms of Cybersecurity, our proposal is based on innovative and comprehensive solutions with what we view as state-of-the-art and world-class technology. We aim to provide protection of information and IT and OT infrastructure against internal and external threats, high caliber solutions designed to ensure the security, integrity and availability of IT systems to protect confidential corporate information and personal information of employees and customers in organizations (Cybersecurity Services), comprehensive solutions to achieve a secure digital transformation (Governance, Risk and Compliance) and advanced Consulting Services through qualified teams of experts who provide review and analysis of cybersecurity in organizations, network infrastructure designs, network perimeter protection, antimalware strategies, health check, hardening and best practices, thereby helping us comply with various industry standards (ISO/IEC27001/27002, NIST, SWIFT, PCI, among others). Furthermore, our differentiation lies in the offer of solutions designed and developed by our Software Factory, thus offering a comprehensive and personalized approach for each customer, ranging from the review and analysis of cybersecurity in their organization to the creation of solid network infrastructures.
In relation to IoT solutions, we provide the necessary technology for customers to connect to their data, applying intelligence for better and faster decision-making, helping them develop and improve the efficiency of their business. During 2022, we focused on Platforms for Industry and Utilities, IoT Connectivity (LPWAN and Managed) and Tracking (people, assets and vehicles), growing our offer. During 2023, the project was addressed to bring urban connectivity to rural areas through an innovative business model where a group of agricultural actors can create a value cluster so that together they can contribute to the creation of the LTE network and in return, Telecom returns the value invested, in valuable solutions (Cloud, Cybersecurity, IoT, Connectivity, etc.). This project not only brought the possibility of incorporating technology into agriculture, but it was also possible to connect schools, doctors, firefighters, police, people in general, etc. In 2025 we continue to consolidate our offer of Hybrid Architectures, being one of the most complete in the country (combining public cloud, private cloud, infrastructure, colocation and applications).
In 2025, Personal Tech reinforced its position as a key enabler of smart cities by integrating IoT technologies that connect infrastructure, optimize resource management, and enhance urban experiences. Through secure platforms and intelligent data flows, our solutions support energy efficiency, water management, mobility, and public safety. These innovations contribute to more sustainable, resilient, and data-driven urban environments across Argentina. We are constantly working to strengthen our strategic alliances with large companies such as Soflex, Exosite, Huawei and Cisco, among others.
In addition, we continued investing in our major datacenter in the city of Pacheco, province of Buenos Aires consolidating its position as leader in the market and enhancing the level of services supplied. These investments are intended to support business growth in the next few years with the highest market standards.
Lastly, in 2024 we announced the creation of OpenXpand platform, jointly developed with Intraway, that support and feed with information by mobile operators primarily in Latin America. The platform follows the comprehensive development of the Open Gateway business model in order to accelerate the monetization of network and data services through APIs. OpenXpand will ensure seamless interoperability with other industry solutions.
This product will provide both information of business intelligence, user risk ratings and consulting services for API integration, product design and architecture. It aims to be positioned as the primary partner for regional operators looking to embrace and accelerate the implementation of this new business paradigm.
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Network and equipment
Our network strategy, for the medium and long-term, focuses on satisfying the demand for the services we provide, improving our customers’ experience and promoting technology evolution.
With respect to the “core” network, we seek to continuously increase the capacities and availability of the services offered to our customers. In addition, we continued implementing the standardization of protocols and network architectures, to enhance the efficiency of our operation and maintenance, with cost reductions on those activities.
We also continue with the unification of the trunk networks, consolidating network buildings, achieving not only operational efficiency but also reducing costs, such as energy and maintenance.
Competition
As of the date of this Annual Report, the main licensees providing local and/or fixed long-distance telephony services include Telmex, AMX Argentina, Cirion Technologies (formerly Centurylink, Level 3 Communication, and Global Crossing), IPlan, Telecentro, TMA (primarily in the Southern Region), and Personal (primarily in the Northern Region). TMA has the dominant market share for the provision of telecommunications services to retail customers in the Southern Region. If our competitors increase their presence in the Northern Region, we expect that we will face additional pricing pressure and experience a slight loss in market share in the Northern Region.
Regarding data services, our main competitors are Cirion Technologies and Edgeconnex.
In the cybersecurity space, our competitors are companies that have a multiproduct/multiservice offering such as RAN, NeoSecure, NovaRed, Nextvision Point IT, Murc IT, and Base 4, among others. Personal Tech’s differentiation lies in the offering of Digital Solutions. Personal Tech has a robust offering of services and products, and a team with a broad and diverse skill set. Our team holds the most recognized certifications in each practice and is kept up to date through continuous certifications. Personal Tech is a customer of its own solutions, demonstrating its commitment to the excellence of the services offered.
In terms of consulting services and risk management, Personal Tech competes with the Big Four consulting firms.
We are actively seeking continuous improvement to increase our market share in Argentina and establish ourselves as cybersecurity leaders.
Finally, and regarding wholesale services, the main competitors in Argentina for connectivity services are Cirion Technologies, ARSAT (a Government owned company) and Silica (Datco Group). This competition causes permanent pricing pressure and forces Personal Tech to deploy commercial strategies to mitigate the impact of those initiatives on its market share. On the other hand, and in relation to local interconnection traffic, ENACOM sets prices for this service.
Through strategic investments and a continued focus on innovation, Personal Tech aims to maintain its leadership in the region, meet competitive challenges and continue to provide advanced solutions in cybersecurity, IoT, cloud and other digital services.
Overview of the TMA Business
TMA is a corporation (sociedad anónima) organized under the laws of Argentina in 1994 with a term of existence of 99 years from its initial registration. Prior to the Acquisition, TMA was an indirect wholly-owned subsidiary of Telefónica, S.A., a corporation (sociedad anónima) organized under the laws of the Kingdom of Spain (“Telefónica Parent”). Prior to the Acquisition, TMA conducted its business under the commercial name “Telefónica” and was part of the Telefónica Parent’s “Telefónica Hispam” reporting segment, which included Telefónica Parent’s operators in Colombia, Mexico, Venezuela, Ecuador, Argentina, Chile, Peru and Uruguay.
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Prior to the Acquisition TMA had several agreements with Telefónica Parent governing the use of several of Telefónica Parent’s brands (including Movistar), trademarks and other intellectual property in Argentina. As of the date of this Annual Report, TMA continues to use the “Telefónica,” “Movistar” and “Tuenti” Trademarks.
In February 2025, TMA entered into a trademark license agreement (the “Trademark License Agreement”) with Telefónica S.A., pursuant to which Telefónica S.A. granted TMA a non-exclusive, royalty-bearing and generally non-sublicensable and non-transferable license to continue using certain trademarks, service names, brand names, logos and domain names (collectively, the “Trademarks”) that were used by TMA prior to the Acquisition, including the “Telefónica,” “Movistar” and “Tuenti” Trademarks. In connection with the Movistar Trademark, the agreement was originally valid for one year from the Acquisition date, expiring in February 2026; in September 2025, the term of use of the trademark was extended for an additional five years.
TMA operates through a comprehensive portfolio of fixed and mobile connectivity services, digital entertainment and technological solutions, serving residential, corporate and wholesale customers.
During 2025, TMA focused its efforts on consolidating sustainable growth, prioritizing the expansion of high-capacity networks, the evolution toward convergent offerings and the digitalization of commercial and customer care processes, in line with new consumption dynamics and the demands of the digital economy.
Brand: | Movistar | Tuenti |
Services | * Mobile Telecommunications Services | Mobile Telecommunications Services |
· | Mobile Telecommunications Services |
Overview
TMA provides mobile telecommunications services under prepaid and postpaid modalities, supported by a nationwide network mainly operating with 4G and 5G technologies. The offering includes voice communications, high-speed mobile internet access and associated digital services, as well as the sale of mobile communication devices—handsets, under the Movistar and Tuenti brands. As of December 31, 2025, TMA’s mobile telecommunications services served approximately 19.1 million customers, consisting of 51% prepaid customers and 49% postpaid customers.
During 2025, TMA focused on expanding network coverage and capacity, improving the connectivity experience, and supporting the continued growth in mobile data consumption. In parallel, TMA continued to optimize its commercial offering by incorporating more flexible plans and benefits aimed at enabling more efficient customer consumption management.
Residential and Corporate Services
TMA provides mobile telecommunications services to a broad base of residential and corporate customers through prepaid and postpaid plans tailored to different usage profiles and connectivity needs. For prepaid customers, TMA’s “Armá Tu Pack” plan allows customers to select the amount of data and usage time according to their consumption needs. For postpaid customers, TMA offers features such as “Guarda Gigas,” “Pasa Gigas” and “Extra Gigas,” providing greater flexibility in mobile data management and enabling customers to adjust their consumption preferences based on their usage patterns.
Additionally, TMA provides international roaming services, allowing residential and corporate customers to use voice, messaging and mobile data services abroad through agreements with international operators. This offering supports customers’ connectivity needs while traveling outside the country, ensuring service continuity and integrated consumption management.
Under the Tuenti brand, TMA maintained its digital proposition aimed at customers who prioritize self-management and fully online contracting, offering simple prepaid plans and an experience centered on digital service usage.
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Wholesale Services
TMA telecommunications infrastructure also enables TMA to provide wholesale services, which are summarized below:
International Business: During 2025, TMA continued to focus on maintaining a balance between inbound and outbound roaming traffic flows in order to support the offering of attractive commercial proposals in the retail business. In particular, TMA prioritized reciprocal agreements with neighboring countries, which represent the main source of visitor traffic.
Domestic Business: Revenues and costs related to TMA’s wholesale business with domestic operators are primarily associated with interconnection traffic charges (call origination and termination, long-distance transport and transit, both on mobile and fixed networks); the sale of interconnection service resources; national roaming; and infrastructure sharing arrangements (including RAN sharing and the leasing of conventional and non-conventional sites, among others).
Network and Equipment
In terms of infrastructure, during 2025 TMA continued to improve the services we provide by deploying the 4G/LTE and 5G networks. This allowed TMA to stand out from its competitors, significantly improving the NPS of its customers.
The deployment of 4G/LTE has achieved coverage of 99.4 % of the urban population across 2,218 towns and cities as of December 31, 2025. Furthermore, TMA has reached 100 % population coverage in Argentina’s major cities —including provincial capitals and key urban centers such as Rosario and Mar del Plata— as of December 31, 2025. Customers who access TMA’s 4G network experience enhanced service quality, enjoying speeds of up to 66 Mbps. Approximately 53% of calls are now made using VoLTE, a technology that enables voice calls over the 4G network, resulting in significant improvements in audio and video quality. In relation to 5G network, TMA has reached 715 sites.
In addition, TMA has continued the deployment of mobile site connectivity to enhance quality and capacity, replacing radio links with high-capacity fiber optic connections.
Furthermore, the initiative to connect remote and low-density areas through satellite backhaul remains ongoing.
Competition
The market for residential, corporate and wholesale mobile telecommunications services in Argentina is characterized by intense competition. Operators are free from regulation to determine the pricing of services, except that ENACOM sets prices for wholesale local interconnection services. During 2025, three mobile operators offered nationwide service: Personal, TMA and AMX Argentina.
Overview
TMA provides high-speed internet services primarily through its FTTH network, offering different speed tiers depending on geographic location and network availability.
This infrastructure enables TMA to meet growing demand associated with intensive data usage, multiple connected devices and digital content consumption, supported by a network designed to handle high traffic volumes and simultaneous transmission.
During 2025, TMA focused on expanding the fiber footprint, progressively migrating customers to higher-capacity technologies and continuously improving service quality, consolidating fixed connectivity as a core pillar of TMA’s service portfolio.
Additionally, TMA continued to develop connectivity solutions for corporate customers and low-density population areas. In this context, TMA maintains an agreement to provide satellite connectivity services aimed at the corporate business, expanding internet access in remote areas and complementing the terrestrial infrastructure-based offering.
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Residential and Corporate Services
As of December 31, 2025, TMA had approximately 1.6 million internet customers.
TMA provides fixed broadband services to residential and corporate customers through a range of fiber-based plans designed to support different usage profiles and connectivity requirements. As of December 31, 2025, customers subscribed to services with speeds of 100 Mbps or higher representing 94% of the total customer base, reflecting the progressive adoption of higher-capacity connectivity solutions. Within this business, customers were contracted under plans of 100 Mbps, 300 Mbps, 600 Mbps and up to 940 Mbps, supporting diverse household and business needs.
Network and Equipment
In terms of fixed access infrastructure, during 2025 TMA continued strengthening its broadband capabilities through the deployment of new fiber optic networks and the modernization of existing infrastructure. These initiatives were oriented toward improving service quality, expanding high-speed access and enhancing the overall customer experience.
Throughout the year, TMA advanced the rollout of FTTH in new residential areas, buildings and commercial zones, deploying more than 400,000 new homes passed across over 11,000 city blocks. Approximately half of this expansion was carried out in the province of Buenos Aires, reinforcing its presence in regions with strong demand for broadband services. TMA also progressed with the modernization of its access network by replacing legacy platforms, including the renewal of multiple OLTs, incorporating technology capable of supporting XGSPON and 50GSPON evolution paths.
In parallel, through strategic partnership agreements, TMA added an additional 170,000 homes passed, complementing its own deployment and enabling broader network reach. As a result, by the end of 2025 TMA ’s total footprint amounted approximately 5.2 million homes passed, with 4.2 million on its own network and 1.0 million though partner networks.
Furthermore, TMA made progress in the gradual shutdown of copper-based technologies, completing the decommissioning of more than 480 XDSL systems across 200 Central Offices, resulting in improved energy efficiency and reduced operational complexity.
These efforts allowed TMA to continue improving the capacity, reliability and scalability of its fixed access network, reinforcing its ability to deliver enhanced connectivity solutions to residential and corporate customers.
Competition
In Argentina, the internet service market includes operators such as AMX Argentina, Personal, Gigared and Telecentro (providing a triple-play offer), as well as satellite-based broadband services such as Starlink, which may compete in certain customer segments, particularly in regions with lower population density or limited access to fixed broadband infrastructure. During 2025, AMX Argentina continued its investments for the construction of their fixed FTTH networks, increasing its penetration and ability to serve households in different areas of the country. The data services business includes providers such as Personal, AMX Argentina and several providers of niche data services such as Cirion Technologies, IPlan, Metrotel and others.
| ● | Cable Television Services |
Overview
Through Movistar TV, TMA offers a digital entertainment proposition that integrates live television, on-demand content and access to third-party OTT platforms, enabling customers to consume content across different devices and locations. The platform operates over IP infrastructure and is supported by high-capacity networks, accompanying the evolution toward digital television models and multiplatform experiences.
As of December 31, 2025, TMA had approximately 0.4 million television customers.
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Residential Services
Movistar TV integrates streaming services and content provided by well-known market platforms such as Prime Video, Disney+, HBO Max and Paramount+, among others, expanding the entertainment offering available to customers and consolidating a flexible content ecosystem adaptable to different audiovisual consumption habits.
During 2025, the evolution of the service focused on strengthening the digital television proposition, expanding content offerings and improving access and navigation functionalities, supporting the progressive migration toward more digital and on-demand consumption models, in line with customer expectations and market trends.
Additionally, Movistar TV Digital represents a fully digital subscription option, designed to deliver a flexible, accessible and competitive entertainment offering. Through this modality, customers can access live television, on-demand content and subscribe to premium packages and streaming applications, without the need for set-top boxes or technical installation. The proposition includes platform functionalities such as pausing and rewinding live programming, catch-up viewing, content recording and multi-device consumption, allowing users to manage their entertainment experience in a simple and autonomous manner. This digital offering supports the evolution of audiovisual consumption habits and contributes to expanding the reach of TMA’s television services.
Network and Equipment
Service delivery is supported by TMA’s own networks (FTTH and mobile), enabling the deployment of the digital television offering in line with network expansion and customer demand.
This allows TMA to combine state-of-the-art networks to provide high-capacity internet with video services through the same physical link.
Competition
In Argentina, with respect to cable television transmission, TMA faces competition from other cable television operators and providers of other television services, including direct broadcasting, satellite and wireless transmission services. As a result of the non-exclusive nature of TMA’s licenses, its cable systems frequently have been overbuilt by one or more competing cable networks, in addition to the satellite television service that is also available. Free broadcasting services are currently available in Argentina. In the AMBA, these services primarily include four privately-owned channels and their local affiliates, and one state-owned national public television network.
Paid television industry is highly fragmented, and TMA’s largest competitors are Personal, Telecentro S.A., which is focused in the AMBA, and DirecTV Argentina S.A. (“DirecTV”) (satellite television), present throughout the entire country. In addition, AMX Argentina consolidated its offer of video products together with fixed Broadband, in the context of the development of their fixed network. TMA also considers OTT internet video system providers such as Netflix, Disney+, Prime Video and On Video, among others, as competitors.
Among paid television systems, competition is driven primarily by price, programming services offered, customer satisfaction and quality of the system.
Overview
TMA offers a comprehensive portfolio of fixed services including voice communications, value added services, interconnection with other operators and data solutions, serving residential, corporate and wholesale customers, supported by a high-availability network infrastructure.
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During 2025, the strategy for fixed services focused on optimizing operational efficiency, strengthening network quality and reliability, and prioritizing the development of higher value-added data and interconnection solutions. This approach supported evolving demand, promoted the digitalization of corporate and wholesale customers, and consolidated fixed services as a relevant pillar of TMA’s integrated service portfolio.
Wholesale Services
TMA delivers infrastructure services, internet access, interconnection, international long-distance services and other value-added solutions, strengthening its role as a provider of connectivity and network capabilities for operators, service providers and strategic partners.
TMA’s wholesale business strengthened relationships with strategic partners with operations in several Latin American countries, creating opportunities to develop new businesses and expand existing ones (such as FTTH).
During 2025, TMA’s wholesale services revenues were primarily driven by:
| (i) | increased commercial activity, through the expansion of the customer base and service offerings; |
| (ii) | the transformation of the optical layer of the network and IP nodes, which enabled the expansion of the Ethernet network; |
| (iii) | improvements in the quality of IP transit services as a result of agreements with Google, Netflix and Facebook, which in turn supported higher sales volumes; and |
| (iv) | new business opportunities arising from various digital services, such as Managed Services, Cloud and DDoS Shield. |
Corporate Data Solutions
TMA provides virtual private networks (VPNs), signal transport, dedicated transit and advanced connectivity services, complemented by managed IT services and cybersecurity services, designed to address organizations’ connectivity, operational and data protection needs.
TMA’s B2B services serve self-employed professionals and companies of all sizes, from small and medium enterprises to large corporations as well as government entities. The service has experienced sustained growth due to the increasing digitalization of companies and the demand for integrated connectivity, storage, cybersecurity and advanced technology solutions.
Network and equipment
TMA is progressing with the standardization of protocols and network architecture to boost operational and maintenance efficiency, while reducing related costs.
Additionally, TMA is moving forward with the integration of trunk networks and the consolidation of network facilities, which not only improves operational efficiency but also lowers expenses such as energy and maintenance.
Competition
As of the date of this Annual Report, the main licensees providing local and/or fixed long-distance telephony services include Telmex, AMX Argentina, Cirion Technologies, IPlan, Telecentro, TMA (primarily in the Southern Region), and Personal (primarily in the Northern Region). TMA has the dominant market share for the provision of telecommunications services to retail customers in the Southern Region.
Regarding data services, TMA’s main competitors are AMX Argentina, Personal and Cirion Technologies.
In the cybersecurity space, TMA’s competitors are companies that have a multiproduct/multiservice offering such as Deloitte, NeoSecure, NovaRed, Beygoo, Point IT, Telecom and Base 4, among others.
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Finally, the wholesale market is characterized by intense competition. The population within TMA’s incumbent service area is highly concentrated in large and medium-sized cities, most of which are served by networks operated by two or more providers. This market structure requires a dynamic pricing strategy and the provision of high-quality services that are attractive to wholesale customers.
Operators are generally free, from a regulatory standpoint, to set service prices, except for wholesale local interconnection prices, which are established by ENACOM. The main competitors in Argentina for connectivity services are Cirion Technologies, ARSAT (a state-owned company), SION and Silica (Datco Group). This competitive environment results in ongoing pricing pressure and requires TMA to implement commercial strategies to mitigate the impact of these initiatives on its market share.
Ø | Other segments |
Overview
Personal Pay is our digital wallet, through which people can pay, send, save and manage their money however they choose.
In 2025, we focused on increasing the number of users and transactions, key elements for the platform’s monetization.
In January 2026, Banco Macro subscribed for shares representing 50% of the share capital and voting rights of Micro Sistemas. Personal Pay’s business is carried out through our subsidiary Micro Sistemas. See “Item 4—Information on the Company—Recent Developments—Agreement between Telecom Argentina, Micro Fintech Holding and Micro Sistemas with Banco Macro S.A.”
Main products and services
The following functions are enabled through Personal Pay:
| ● | create a 100% digital account, free and in a few steps; |
| ● | deposit money through transfers or physical collection networks; |
| ● | send and receive money to/from other banks and/or digital wallets; |
| ● | recharge mobile phone lines; |
| ● | recharge transport cards; |
| ● | pay for services; |
| ● | request a VISA Personal Pay prepaid card; |
| ● | withdraw from ATMs; |
| ● | reinvestment of outstanding amounts; |
| ● | sell recharges (B2B); |
| ● | access QR Acceptor; |
| ● | make QR Payments; |
| ● | obtain Personal Insurance (an option to hire insurance from “La Caja”, which consists of coverage offered by this insurance company for protected purchases, fraudulent charges, or identity theft); |
| ● | create personalized savings goals; |
| ● | access ExtraPay (extra money users can use in the app when they run out of balance to pay bills, top up services, and make purchases. Users pay it back the funds used with Extra Pay when they load money into their wallet again); |
| ● | access benefits and discounts in shops; and |
| ● | access to credit and lending opportunities. |
The commercial campaigns for Personal Pay focus on strengthening the integration and synergy between the products and services within the Company’s digital ecosystem.
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Personal Pay is fully managed within the application, allowing the user to clearly and easily visualize all deposits, withdrawals and transfers made. All users have access to the VISA Personal Pay international prepaid card. Our digital wallet offers a customizable card in physical format.
With the prepaid card, the customer can make purchases online and in physical stores, subscribe to entertainment services and withdraw money at ATMs.
The objective is to continue promoting financial inclusion through the fintech industry in Argentina, which is why we expect that new solutions will be incorporated to reach segments of the population that currently do not have access.
During 2025, our strategy focused on adding new capabilities to our value proposition:
QR Payments allows merchants to receive payments quickly and securely using a QR code. Customers simply scan the code with their mobile device, select the amount to pay, and the transaction is processed instantly, without the need for physical contact or cash. This option streamlines the payment experience for both customers and merchants, providing an efficient and modern solution.
Credits: offers users the possibility to access financing quickly and easily through the digital platform. Customers can apply for loans with flexible terms, without the need for complex procedures. This service is designed to provide an accessible, agile, and convenient financial solution, tailored to users’ needs.
Personal Pay Paraguay: offers a range of features, such as QR payments, reloading the Tarjeta Más (Electronic Ticketing in Paraguay that allows the user to pay for trips without the need to use cash), and access to exclusive benefits. Additionally, it provides a detailed transaction history, the ability to locate points for loading, money transfers, and withdrawals, as well as the option to select favorites to streamline transactions. The integration with other Personal products and services, known as “Conexión Total,” ensures a seamless experience for users.
Pix Payments: allows payments at merchants in Brazil in a simple and seamless manner by scanning a Pix QR code (Brazil’s digital wallet system).
In the context of our project for the year 2026, some strategic initiatives have been outlined with the purpose of promoting the growth and strengthening of our organization. These initiatives cover different key areas, each with the objective of enhancing specific aspects of our business.
As of December 31, 2025, Personal Pay has approximately 4.7 million users in Argentina and 1.0 million users in Paraguay. These customers completed the onboarding process, have been assigned a digital wallet (CVU) and are able to operate the service.
In 2025, Personal Pay users grew mainly due to a cashback strategy (customer benefits), and the “Buy Now Pay Later” (BNPL) service in Argentina, which allows users to pay in installments or make financed purchases.
Network and technology
Personal Pay strives to carefully balance its resources, both human and technological, seeking operational and financial efficiency. Each addition to the team is planned with the goal of proportionally increasing delivery capabilities.
Personal Pay’s software architecture and hardware requirements are designed to be highly scalable, adapting to the expected growth of the company. This strategic planning ensures a technological infrastructure that will effectively support future expansion and operations.
Furthermore, strategic investments and acquisitions are intended to align with the Company’s long-term vision. In our constant pursuit of strengthening internal capabilities and enhancing the value proposition, we engage in strategic partnerships and make selective acquisitions.
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While a significant portion of the software is developed internally, Personal Pay acknowledges the value of technological partners. This collaboration allows leveraging the expertise of partners, strengthening the robustness, efficiency, and security of solutions. Strategic outsourcing enables Personal Pay to optimize operational efficiency and flexibility.
Ongoing engagement with suppliers and active participation in technological events are essential for Personal Pay to stay updated on the latest trends in fintech. This strategy ensures that the Company is equipped with the knowledge and resources necessary to address the constantly evolving challenges of the financial market.
In summary, in its short time of existence, Personal Pay has demonstrated a strong commitment to sustainable growth and continuous innovation. The comprehensive strategy addresses not only staff augmentation but also resource optimization, excellence in internal development, strategic collaboration, and adaptability to emerging technological trends. This presentation reflects Personal Pay’s transparency and commitment to efficiency and excellence in all areas of its fintech business.
Competition
The fintech ecosystem in Argentina has been expanding in recent years and is one of the industries with the greatest evolution and innovation, with positive changes in consumer payment behavior.
According to information from the BCRA and the fintech chamber, electronic payments are increasing, while cash payments are decreasing.
In Argentina there are more than 134 digital wallets, but the consolidated players with comprehensive solutions and use case portfolios are Mercado Pago, Naranja X and Ualá.
In Paraguay, the financial services ecosystem has expanded significantly in recent years and has become one of the industries with the highest levels of evolution and innovation, driven by positive changes in consumer payment behavior.
The proportion of Paraguayan residents with access to financial accounts has increased substantially—from two out of 10 a decade ago to eight out of 10 today—primarily as a result of mobile technology and instant payment systems. Electronic payment transactions increased by 44% in the third quarter of 2025 compared to the same period of the prior year. Currently, 6 out of 10 payments are conducted through mobile devices, mainly using QR codes. The Central Bank of Paraguay (BCP) is actively promoting interoperability across the different payment ecosystems. Digital lending solutions are now well established in the market, with consolidated players such as Mango, Eko and Ueno.
| ● | Paraguay – ICT Services |
We provide mobile telecommunications services nationwide and distribution of audio and satellite signals to customers’ homes in Paraguay through our subsidiary Núcleo, under the “Personal” brand. Núcleo obtained licenses to provide commercial mobile services, Internet access, Flow service and videoconferencing and data transmission services in Paraguay.
As of December 31, 2025, Núcleo had approximately 2.6 million mobile customers, 0.3 million internet customers and 0.1 million cable television customers.
Regarding postpaid mobile services, in 2025, Núcleo maintained its customer acquisition strategy through competitive offers and a focus on converged customers. As for prepaid mobile services, Núcleo continued to offer packages with data usage advantages, as well as generalized discounts with little relevance to each user.
Regarding internet services, in Paraguay we continue to expand our FTTH network, and reinforce the “WiFi in my home” campaign, consolidating the concept that we have the fastest fiber optic network in the country.
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Network and Equipment
In Paraguay, the mobile access network continued to expand with the addition of 41 new sites. Regarding internet services, in 2025, Núcleo continued the rollout of its fixed network, which allowed us to improve connectivity and affordability for our customers in the country, and consolidate our position as the company with the largest fiber optic coverage in the country.
Regarding internet services, in 2025, Núcleo continued with the deployment of its fixed network, which allowed us to improve the country’s connectivity and economic convenience for our customers and consolidate ourselves as the Company with the greatest fiber optic coverage in the country.
Competition
In Paraguay, there are currently four participants in the mobile telecommunications services market. The Paraguayan market is highly competitive. As of December 31, 2025, Núcleo’s main competitor was Tigo (a subsidiary of Millicom International Cellular). Tigo has a significant market share in terms of revenue.
The main competitor for Núcleo regarding internet services is Tigo, followed by AMX Paraguay.
In relation to Flow services, there are two other operators that offer similar services in the Paraguayan market, Tigo and Claro, with Tigo being the main competitor with its “OneTV” service.
| ● | Uruguay - ICT Services |
Telecom provides management and administration services to companies that render pay TV services under the brand Personal Flow through Telemás S.A., one of the Adesol’s subsidiaries.
Flow is consolidated as the meeting point for entertainment, and customers discover on this platform a wide variety of content, from the place they choose and through the device they prefer, in a flexible and simple way. The increasingly diversified access offered through Flow TV, Flow Box and Flow App allows the arrival of entertainment to all Uruguayan homes, providing not only pay TV services but also streaming services.
As of December 31, 2025, Adesol had approximately 0.1 million customers in Uruguay, providing them with pay TV services under different technological platforms, DTH (Direct to Home), cable, MMDS (Multichannel Multipoint Distribution System) and IPTV services, which offers our customers the possibility of watching television programs and on - demand content, not only in the traditional way but also from any device, through a modern platform.
In December 2024, we launched the commercialization of internet FTTH services in the city of Salto. These deployments also took place in the cities of Paysandú, Rivera, the areas of Tacuarembó, Artigas and Paso de los Toros, completing all the “cable” licenses, transforming them into “cable plus internet.” In the last quarter of this year, tasks began for the rollout in Artigas, Tacuarembó, and Paso de los Toros.
Network and Equipment
Adesol offered services through DTH Platform in Montevideo and the metropolitan area comprising Ciudad del Plata and different locations in the department of Canelones and in rural areas of northern of Uruguay. Adesol also offered services through cable TV in the capital cities of Artigas, Salto, Paysandú, Rivera, Tacuarembó and Paso de los Toros.
During 2025, the deployment of fiber to the home (FTTH) continued in the towns of Salto, Paysandú and Rivera, reaching more than 1,100 city blocks. By the end of 2025, 1097 city blocks will be deployed in those three towns
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Competition
The television market in Uruguay has approximately 0.4 million customers, of which Flow holds a 22% share, after DirecTV, who holds a 28%. Then, the rest is divided among different local distributors. Only DirecTV can sell its paid TV services across the whole country, while Flow and the rest of the pay television operators have only territorial licenses.
The market continues showing a downward trend, marked by the increase of online entertainment alternatives, mainly Netflix, YouTube, and because of piracy and free services. The exclusive distribution for the local football streaming rights is still held by Disney+. Antel (a public company) kept increasing its global convergence strategy with aggressive promotions bundling with internet and mobile services, continuing with the Disney+ and local channels agreements, as well as sports rights. Also, during the last quarter of 2024, Antel entered into a commercial agreement with DirecTV bundling its internet and streaming entertainment services.
Antel remains the dominant competitor for internet services.
| ● | USA - ICT Services |
Data Services - Wholesale Services
During 2025, we continued developing commercial strategies aimed at increasing the profitability of wholesale products, among which are the services for OTTs. Our presence in the United States, through our subsidiary Telecom Argentina USA, has enabled us to develop links with major North American cloud content and service providers.
| ● | Chile - ICT Services |
Data Services – Corporate Data Services
Ubiquo provides IT and OT cybersecurity services as well as IoT, hybrid multi-cloud and connectivity.
During 2025, we continued working to position the “Ubiquo” brand regionally (through our subsidiaries Ubiquo and Opalker). We developed and continue developing service agreements with companies in Chile, Peru and Mexico. Accordingly, the 2026 action plan responds to both brand continuity, regional positioning and market share growth.
INFORMATION TECHNOLOGY STRATEGY
In 2025 we continued to work with a clear focus on technology transformation. This year, our initiatives are structured around platformization, delivery and always thinking digital first.
We have continued to evolve our platforms towards scalable and reusable solutions, ensuring that each development is designed to adapt to different markets and businesses, consolidating a single platform that optimizes our regional operations.
Each project has been developed with the objective of delivering incremental value, ensuring that the solutions implemented not only meet current needs, but also drive future growth and innovation.
We work based on the “digital first” concept, which is about prioritizing a digital focus in all our initiatives, ensuring that every solution is designed with a digital environment in mind, to meet the demands of today’s market and deliver optimal experiences to our customers.
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Highlights of 2025 for Telecom Argentina and subsidiaries (excluding TMA)
Business Support Systems Transformation (the “#FAN Program”):
In 2025, the #FAN Program continues to evolve to deliver a more connected, personalized and efficient experience in the markets of Argentina and Uruguay, while we are beginning to explore expansion into Paraguay. We advanced the digitalization of commercial processes, enabling customers to self-manage a greater number of operations quickly, easily, and securely through digital channels.
We incorporated data-driven and advanced analytics capabilities that improve segmentation and optimize the efficiency of our commercial resources. This evolution not only enhances customer experience but also maximizes operational productivity.
Aligned with continuous improvement, we began offering self-installable fixed products, reducing waiting times, facilitating service activation, and contributing to a more efficient cost structure. In addition, we implemented innovative solutions such as Reintegro Plus and Cashback in Personal Pay, strengthening our value proposition and generating operational and tax benefits for the company. These initiatives consolidate the purpose of the #FAN Program: standardizing processes, removing friction, and delivering a consistent, high-value experience across the region.
Business Support Systems B2B (the “#WIN B2B Program”):
WIN Program is underway to improve the B2B customer experience by unifying and simplifying the End-to-End processes, products and platforms. #WIN B2B is a transformation program for customer relationship management (“CRM”) platforms, starting with the quote, sale, provisioning, billing, collections and post-sale of our services supported by world-class solutions. This flagship initiative collects the experiences acquired from the #FAN program for the B2C services. We have managed to complete on time the development of a convergent quoting solution that started to be progressively deployed in March 2025 to boost efficiency and customer experience. The plan estimates to progress with the remaining processes supported by new IT components that will build up the integrated solution 2026, allowing to move forward to progressive shutdowns. The stage known as MVP4 will be implemented in March 2026, achieving the complete process chain experience for a set of products that represents 34% of the catalogue portfolio.
SWITCH - Digital experiences:
In 2025, the SWITCH program continued to strengthen its role as the foundation of our digital ecosystem, consolidating a common strategy for all digital channels and positioning our app as the company’s flagship application. This evolution is driven by a vision of simplicity for customers, omnichannel consistency, and a seamless experience across all service touchpoints, underpinned by a digital-first approach that ensures every interaction and service is primarily accessible through digital channels.
A key focus this year was personalized services (“personalization”). In Argentina, we fully implemented our personalization platform and launched new use cases, including retention strategies, while beginning deployment in Uruguay, which will be completed in 2026. In Paraguay, we contributed to transforming commercial operations, achieving improvements in resolution times and operational costs. These initiatives reinforce our commitment to delivering tailored experiences that meet customer needs across the region.
Our ecosystem integrates web, e-commerce, and mobile experiences, complemented by solutions such as our self-management app, conversational bots, social media support, and digital store. Joint initiatives with Personal Pay further enhance this ecosystem, delivering a unified and frictionless experience. The My Personal Flow app reached 9.5 million active users and more than 16.3 million monthly transactions, reflecting the success of our digital-first strategy.
These efforts not only optimize the customer journey but also strengthen loyalty and operational efficiency, paving the way for a more connected and personalized experience across Argentina, Paraguay, and Uruguay. The SWITCH program aims to help us to consolidate a common strategy for all our Digital Channels, seeking to be the preferred option for users to solve their needs in a simple, agile and effective way. This approach is not only intended to optimize the experience at each stage of the funnel but also is intended to strengthen customer loyalty and promote efficiency in customer service.
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CoNEXT: Transforming Field Operations with Salesforce Field Service and AI
In 2025, we launched CoNEXT, one of the most significant initiatives aimed at transforming our field operations through the adoption of Salesforce Field Service. This project was designed to enhance operational efficiency, consolidate workflows, and simplify the administration, dispatch, and execution of technical orders across Argentina, Paraguay, and Uruguay. By migrating to this new platform, we impacted more than 10,000 technicians and managed over 400,000 orders per month, achieving this transformation with minimal disruption to both internal and external customers.
Beyond the migration, CoNEXT enables the integration of AI capabilities in field operations, opening new opportunities to automate repetitive tasks and improve decision-making. In 2025, we conducted proofs of concept with more than six use cases, focused on reducing manual work and capturing richer information directly from the field. These advancements strengthen our ability to deliver value through agility and collaboration, optimizing processes and elevating the customer experience to the next level.
Data Phoenix project: Completing the Transformation
The Data Phoenix project reaffirms the objective of transforming ourselves into a Data Driven company by adopting world class methodologies and platforms to drive leadership. It involves having a unique ecosystem of data, analytics and change management products. In 2025, we successfully completed the Data Phoenix project, achieving the target architecture envisioned for this three-year initiative. We consolidated our entire data ecosystem in the cloud through Google Cloud Platform (“GCP”) Phoenix, delivering a robust, scalable, and future-ready platform. This milestone included the most significant user-level shutdown: SAS BI, along with the migration and decommissioning of multiple legacy components, reducing complexity and operational risk. Today, our data environment operates fully within the Phoenix ecosystem on Google Cloud, enabling advanced analytics, improved governance, and greater efficiency to support our vision of becoming a truly data-driven company.
Gen AI: From exploration to scaled adoption
This year marked a turning point in our AI strategy: we moved from initial proofs of concept to productive solutions that automate complex processes, scale personalization, and free up talent for higher-value tasks. More than 26 solutions were deployed in production, impacting the daily work of our teams with tangible results in time reduction and quality improvement. These include bots to optimize interactions and reduce calls, advanced document and sentiment analysis to enrich decision-making, and data integration in conversational channels to deliver more personalized experiences. We also implemented intelligent agents across multiple areas of the company, enhancing personalized attention and automating operational tasks.
We foster innovation across all teams through an AI-driven culture and continuous learning: over 10,000 employees certified in AI fundamentals, the Gen AI Community surpassed 3,500 members sharing best practices and real use cases, and we hosted workshops and hackathons. We consolidated the Gen AI Office portal as a single access point for catalogs, policies, sandboxes, and training materials, and updated secure playgrounds with more than 100 approved models to enable safe experimentation and risk-free innovation.
Additionally, this year we advanced in several benchmarks with leading industry players in agentic platforms, conducting comparative tests that laid the foundation for designing our agnostic, agentic governance platform. This approach ensures vendor independent integration capabilities while enabling the creation and orchestration of reusable AI agents across the organization. As a result, the platform provides centralized control, full traceability, and key benefits such as cost optimization, regulatory compliance, and secure scalability.
Open Gateway and OpenXpand:
In 2025, we continued to strengthen our position as a key player in the GSMA Open Gateway initiative, which enables mobile operators worldwide to expose network capabilities through standardized APIs. This approach allows developers and enterprises to integrate these APIs into their business flows, creating scalable and secure solutions.
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As of this Annual Report, we have expanded our portfolio to seven certified APIs, reinforcing our commitment to innovation and monetization:
| ● | SIM SWAP: Assists banks in verifying if a customer has recently changed their SIM card, helping detect suspicious transactions. (Argentina and Paraguay) |
| ● | Number Verification: Provides secure, real-time validation of a customer’s phone number to streamline authentication processes. (Argentina and Paraguay) |
| ● | Device Status: Offers visibility into the current status of a customer’s device to enhance decision-making for service delivery. (Argentina) |
| ● | Device Location Verification & Device Location Retrieval: Enables precise location tracking and real-time data to improve service delivery and security measures. (Argentina) |
| ● | Know Your Customer (KYC): Facilitates identity verification processes for businesses, enhancing compliance and security. (Argentina) |
| ● | Device Swap: Streamlines device replacement workflows to improve customer experience and operational efficiency, with real-time detection of SIM card transfers between devices, helping prevent potential fraud. |
In addition to these initiatives TMA has implemented the API Customer Insights, which provide an analysis of user behavior based on interactions with the telecommunications network. A user score is achieved.
Through OpenXpand, our dedicated platform for API exposure and monetization, we have consolidated our leadership in Argentina and Paraguay. We have signed multiple B2B agreements and established seven wholesale partnerships, validating our strategy to integrate connectivity and digitalization securely without compromising customer experience.
This initiative underscores our commitment to driving innovation, enabling scalable solutions, and generating value through collaboration within the mobile ecosystem.
Highlights of 2025 for TMA
New ONT for FTTH Customers
During 2025 TMA launched a new initiative for ONT/AP devices to support best class equipment for FTTH services improving customer experience. TMA switched from proprietary solutions to partners’ solutions that simplify the roadmap. This has allowed TMA to define a roadmap to go to WIFI 7 Technology in the future in a fast way, that includes a strategy to start XGS-PON solutions tests so that customers could get much more bandwidth for new services to be deployed in the next years.
Full Stack Amdocs modernization and upgrade (PMX Project)
TMA upgraded the Full Stack Amdocs (T3) technology with the primary objective of ensuring proper support for base software, reducing risks related to technological obsolescence, and strengthening the cybersecurity posture of the BSS/OSS ecosystem.
This initiative included the upgrade of three modules using cloud technology, enabling the modernization of the FTTH provisioning ecosystem and the adoption of CI/CD practices, delivering greater agility, scalability, and growth capacity across all fiber-based products.
API Monetization – OpenGateway on OpenXpand
Through OpenXpand, TMA exposes capabilities such as SIM Swap, Number Verification, Device Location, Device Status, Device Swap, KYC Match, and Customer Insights, enabling new B2B and B2B2C business models and positioning TMA as a key player in the digital ecosystem.
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Hybrid and Multicloud Enablers (TechCo Platform Model)
TMA consolidated hybrid and multicloud enablers that underpin a platform based operating model, enabling scalable capabilities, solution reuse, and accelerated digital delivery. The platform is built on reproducible infrastructure using IaC and GitOps, with security and DevSecOps governance integrated by design.
FinOps was incorporated as a core practice, achieving over 95% multicloud visibility and enabling end-to-end spending control through tagging, showback, and chargeback mechanisms.
This model delivered more than 10% in cost savings and positions TMA as a scalable, governed, and economically efficient technology platform, ready for increased automation and artificial intelligence adoption.
Digital solutions for customer self-management
During 2025, TMA consolidated its digital channels, including Mi Movistar and Tuenti Web/Apps and the Magento-based eCommerce platform, deepening the digital transformation initiated in previous years.
The Mi Movistar App achieved a 4.7 rating on the Android store, supported by 5 million monthly active users (MAU) generating approximately 26 million sessions per month. App/Web products evolved beyond self-service inquiries and transactions, with 93% of customer interactions now being digital and automated.
From a business perspective, digital monetization reached 4.5 million transactions per month, and the digital retention process was transformed, achieving 16% digital retention of approximately 250,000 monthly churn intentions, with overall customer satisfaction at 46%.
Additionally, the eCommerce channel continued its strong growth, reaching a 51.4% digital sales mix and 80.1% end-to-end automation, covering handset sales, fiber + TV, and mobile products, with 72.9% customer satisfaction.
This transformation enabled TMA, in 2025, to modernize the Self-Service Web for Enterprise customers (B2B), adopting the same technology stack and DevSecOps practices, ensuring CI/CD, faster time-to-market, and a more stable and scalable operation aligned with the TechCo model.
Processing of supplier and utility invoices using AI
TMA implemented AI-based solutions to automate the supplier invoices processing (such as electricity, gas and water) received from multiple third parties and in heterogeneous formats. The initiative reduces manual processing, improves data accuracy, accelerates validation cycles and strengthens operational efficiency and control within internal financial operations
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MARKETING AND CUSTOMER CARE
Sales and Marketing
Telecom’s Marketing strategy is grounded in building a convergent ecosystem of solutions aimed at strengthening its value proposition, increasing brand awareness, and delivering personalized experiences that simplify and enhance our customers’ daily lives.
As part of this framework, Personal continues to broaden its portfolio with innovative offerings such as Flow Plus and the evolution of the Smarthome platform, while offering differentiated benefits for convergent customers—including Reintegro Plus through Personal Pay—in line with its focus on personalization and added value.
Digital transformation continues to be a strategic pillar, with a sustained increase in investment in digital media and the intensive use of data, automation, and artificial intelligence to optimize commercial efficiency, segmentation, and personalization. The Company further deepened the adoption of AI-based technologies in collaboration with strategic partners such as Google and Meta, as well as the use of generative AI for the large-scale development of creative assets.
At the brand level, we continue to strengthen Personal’s positioning in the Fiber segment and reinforce its role as a central component of our ecosystem, with the objective of increasing Top-of-Mind awareness and brand understanding. Some of the key marketing activities carried out by Personal included:
| ● | Large-scale campaigns in our core markets, prioritizing investment in digital and Out-of-Home (OOH) media, complemented by television, radio, and other national and local channels. |
| ● | Strengthening Personal’s presence in regional markets, particularly in the southern provinces and the Patagonia region. |
| ● | Expansion of performance marketing campaigns, including catalog-based campaigns, region-specific initiatives, and additional investment across social media platforms. |
| ● | CRM-driven campaigns delivered through email, WhatsApp, and other channels to provide personalized messaging to both existing customers and prospects. |
| ● | Events and experiences for our current and prospective customers, designed to bring our brands closer and strengthen engagement, including some carried out in collaboration with partners. |
TMA’s marketing model is oriented toward sustainable growth, operational efficiency, and the continuous improvement of the customer experience, leveraged by service convergence, the use of data, and the evolution of its commercial channels.
Customer Support
Both Personal’s and TMA’s customer service models are focused on supporting customers throughout their entire lifecycle, prioritizing an agile, simple, and high-quality experience through an integrated omnichannel approach.
During 2025, the Company further advanced its service digitalization strategy by strengthening self-service capabilities, incorporating artificial intelligence to optimize query resolution, and progressing in the specialization of human service teams, with the objective of improving first-contact resolution levels.
At Personal, digital interaction was strengthened through WhatsApp, the web browsing experience was redesigned, and a new version of the Mi Personal Flow App was launched, enabling customers to manage their products autonomously. In addition, contact channels were expanded through virtual assistants, email, and social media.
In the case of TMA, customers have access to extensive self-service capabilities through the “Mi Movistar” mobile application and the WhatsApp channel, allowing them to manage products and services, review usage, complete transactions, and resolve issues autonomously. These digital solutions are continuously enhanced to improve accessibility, simplify processes, and accelerate response times, incorporating advanced cognitive platforms powered by generative artificial intelligence, which enable more efficient interactions and improved issue resolution.
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For customers who require or prefer personalized assistance, TMA provides assisted customer care through telephone and digital channels, including WhatsApp and social media platforms. In this context, TMA advanced specialized service models focused on key customer journeys and critical issues, with the objective of strengthening first-contact resolution and raising service quality standards.
Additionally, TMA implemented end-to-end onboarding models for new customers, enabling proactive engagement from service activation and generating continuous insights to optimize processes under a customer-centric approach.
Telecom provides customer service 24 hours a day, 365 days a year, through a broad ecosystem of channels—including WhatsApp, telephony, mobile apps, social media, and customer service centers—ensuring a consistent and uniform experience. Customer perception is continuously monitored through indicators such as the Net Promoter Score (NPS) across products, services, and key moments along the customer journey.
SUSTAINABILITY
At Telecom Argentina, sustainability is a management model integrated into our corporate policy, allowing us to carry out our operations with a focus on generating value in our economic, social and environmental performance.
Telecom Argentina has been a member of the United Nations Global Compact since 2004 and complies with the 10 principles on human rights, quality employment, environmental protection and anti-corruption. The Company’s commitment to complying with these principles is ratified each year and is part of its sustainability model.
We are leaders in an industry that is very important for social and economic development of the country. We have a Sustainability Policy that provides the framework for the sustainable management of the Company and sets out the principles under which activities are expected to be carried out. The Sustainability Policy is available on this website: https://institucional.telecom.com.ar/assets/files/sustainability/policies/Politica-Sustentabilidad-en.pdf. The contents of our website and our Sustainability Policy are not part of this Annual Report.
Sustainability management is based on three axes with the following objectives:
| ● | Environmental: Drive technological evolution while seeking to protect the environment. |
| ● | Social: Transform people’s digital experience, recognizing that connectivity is a driver of economic and social development. |
| ● | Governance: Develop our business with integrity and transparency. |
Regarding environmental management, we have an Environmental Policy that drives us to conduct our business activities with a focus on protecting the environment. It is available at https://institucional.telecom.com.ar/sustentabilidad/contenido-esg. The contents of our website and our environmental policy are not part of this Annual Report.
The policy seeks to mitigate the impact of our operations on natural resources and biodiversity, reduce greenhouse gas (GHG) emissions and the impact on climate change, promote a circular economy, encourage clean technologies for sustainable development, and ensure transparency with our stakeholders.
| ● | Climate Change: We are committed to achieving carbon neutrality in our operations and have therefore developed a climate action strategy. This strategy includes comprehensive measurement of our carbon footprint in its three scopes, in order to accurately identify where GHG emissions are released into the atmosphere. In 2025 we set a target to reduce our GHG emissions by almost 60% by 2034, validated by the international Science Based Targets initiative (SBTi). Since 2022, we have been reporting our carbon footprint to the Carbon Disclosure Project (CDP). |
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We also assessed the risks and opportunities arising from climate change in accordance with the framework established by the Task Force on Climate-related Financial Disclosures (TCFD). Although climate-related risks are not significant for the Company (see “Item 3 —Key Information—Detailed Risk Factors”), we have identified that the most significant risks are related to heavy rains and heat waves.
| ● | Circular Economy: We have a circular economy strategy based on three axes: operational, which includes efficiency practices in our business; suppliers, whom we involve in sustainability criteria; and customers, to whom we offer more sustainable digital services and solutions. Our policy is available at: https://institucional.telecom.com.ar/assets/files/sustainability/policies/EconomiaCircularV4.pdf. The contents of our website and our environmental policy are not part of this Annual Report. |
| ● | Cleantech: This refers to technologies that seek to reduce the impact of human activities on the environment. Through digital products and services, we offer clean technological solutions, aware of the industry’s responsibility to reduce its own emissions and encourage the entire value chain to join forces to decarbonize the industry. |
| ● | Biodiversity: In line with our commitment to protecting and conserving biodiversity, maintaining ecosystem services and sustainably managing natural resources, we have begun to align ourselves with the Taskforce on Nature-Related Financial Disclosures (TNFD) framework regarding our dependencies, impacts, risks and opportunities with nature. |
We promote the growth and development of society through connectivity, entertainment, and technological solutions, and we encourage training in digital skills to empower people and enable them to improve their lives through technology. In this regard, Telecom has developed a community-focused social investment plan that centers on promoting the use of technology as a tool for community progress and growth. The plan currently includes four initiatives:
| ● | Digitalers: free programming courses for young people interested in developing their future in the technology industry; |
| ● | Chicas digitalers (Digitalers Girls): free courses for young women who are in their final years of high school, which seek to bring them closer to the world of technology and thus reduce the gender gap in the tech industry; |
| ● | Nuestro Lugar (Our Place): a program that promotes the responsible, safe and creative use of technology among children and teenagers, through cyber-citizenship and educational workshops at schools. It also includes teacher training on the use of technology in the classroom; |
| ● | Academia Digitalers (Digitalers Academy): a digital learning website that offers the community a selection of the best courses from leading companies in the digital industry. Developed by Telecom together with some of its key partners, it offers high-quality, flexible, self-paced, asynchronous, and 100% free courses. It is open to anyone over the age of 18 and requires no prior experience or technical training. |
Another dimension addressed from the social perspective concerns Telecom employees. We empower teams to reach their full potential in a culture that promotes autonomy, enjoyment, and innovation. We also train our employees to learn more about ESG, identify critical issues in sustainability management, and develop action plans to comply with ESG commitments.
In terms of Governance, we work on the following:
| ● | Ethics and Transparency: We adhere to the highest standards of ethics, transparency, and legality, fostering respectful and honest relationships and conduct. We participate in investor reporting on ESG requirements and learn about the latest trends in this subject through conferences, webinars and meetings with experts. |
| ● | Value Chain: We seek to achieve sustainable management throughout our value chain, promoting the adoption of best practices. |
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We communicate these initiatives to our stakeholders through our Integrated Annual Report, which describes our progress and challenges in building a sustainable business while creating value for stakeholders and society. Since 2020, we have reported on our ESG impacts through financial and non-financial information in this document, and since 2022, we have also integrated the annual corporate information required by the GCL.
The Integrated Annual Report complies with the international sustainability guidelines issued by the Global Reporting Initiative (“GRI”) and follows the guidelines defined by The International <IR> Framework. It describes our contribution to the United Nations Sustainable Development Goals (“SDG”) and its 2030 Agenda, the 10 principles of the United Nations Global Compact, and our compliance with the international standard ISO 26.000:2010. In addition, since 2011, we have submitted the Company’s indicators to an external assurance review. The content of the Integrated Annual Report is not part of this Annual Report.
At TMA, sustainability is a management model integrated into its corporate policy, allowing TMA to carry out its operations with a focus on generating value in our economic, social and environmental performance.
MANAGEMENT OF CHURN
Churn refers to the termination of a mobile telephony, cable television or internet services customer’s account. The churn rate is determined by calculating the total number of terminated customers of each of our mobile telephony, cable television and internet services over a given period as a percentage of the initial number of customers for such services as of the beginning of the applicable measurement period. We seek to enforce a strict policy for terminations due to non-payment, which provides for the termination of cable television services, internet services and mobile telephony services after a 180-day period (for Personal), and 150-day period (for TMA) of non-payment and delivery of a notice of disconnection.
REGULATORY AUTHORITIES AND FRAMEWORK
Our activities are affected by, and will continue to be affected by, among others, rules and regulations applicable in Argentina, Paraguay, Uruguay and United States, which we describe below.
REGULATORY AUTHORITIES
The regulatory authorities described below are primarily responsible for regulating the services we provide. Other authorities also have jurisdiction over different aspects of our operations, including, without limitation, antitrust authorities, the CNV, the public registry of commerce and tax authorities.
Argentina
The regulatory authority for ICT services provided by the Company and certain subsidiaries in Argentina is ENACOM. Through Decree No. 89/2024 dated January 26, 2024, ENACOM was placed under intervention for a period of 180 consecutive days, which has been extended on several occasions—the most recent being Decree No. 938/2025, extending the intervention until January 4, 2027—with the purpose of redefining obsolete regulations that hinder technological progress, among other matters. As of the date of this Annual Report, there have been no effects on the Company’s operations due to this intervention. The Company will continue to monitor the matter for any potential impacts.
Our subsidiary Micro Sistemas is registered as a PSP (Payment Service Providers) that offer payment accounts with registration for the functions of “acceptor” and “aggregator,” as an Interoperable Digital Wallet and as Other Non-Financial Credit Provider and is under the oversight of the BCRA. In addition, it is subject to the terms of “Financial Information Unit” (“FIU” - Unidad de Información Financiera) regulations for this type of operations, as it falls within the scope of the terms of Section 20 of Law No. 25,246 (as amended), which provides for the persons obliged to report to the FIU.
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Paraguay
Our mobile telecommunications services in Paraguay are subject to the authority of the CONATEL. Our subsidiary Personal Envíos (which received authorization to operate as an Electronic Payment Company) is supervised by the Central Bank of Paraguay.
Uruguay
Our subsidiary Adesol is a related party of Bersabel S.A. and Visión Satelital S.A., entities that own licenses to provide subscription broadcasting services in Uruguay and are subject to the authority of the URSEC.
United States
Our fixed wholesale telecommunications operations in the United States are subject to the authority of the Federal Communications Commission.
REGULATORY FRAMEWORK
In Argentina, the provision of fixed and mobile telecommunications services, internet services and cable television services (subscription broadcasting services) are highly regulated, and the regulatory framework is continuously evolving. The regulatory framework applicable to our business includes:
| ● | LAD and its amendments; |
| ● | Law No. 19,798 (to the extent it does not conflict with the LAD); |
| ● | the Privatization Regulations, which regulated that process. |
| ● | the Transfer Agreement; |
| ● | the licenses for providing telecommunication services and the List of Conditions and their respective regulations; and |
| ● | current service regulations. |
The Argentine Digital Law
The LAD provides for a single country-wide license and individual registration for information and communication technologies services (Licencia Única Argentina Digital). Pursuant to the LAD, licensees of ICT Services are required to set prices that (i) are fair and reasonable, (ii) cover the exploitation costs and (iii) tend to maximize the efficiency of the supply of these services while maintaining a reasonable operating margin. The LAD also amended the Universal Service (see “—Universal Service”), includes a declaration of public interest of the development of ICT and its associated resources in order to ensure complete neutrality of ICT networks and grant all users the right to access, use, send, receive or offer any content, application, service or protocol through internet without any restrictions or discrimination. The LAD allows licensees of ICT Services to provide subscription broadcasting services through physical or radio-electric link, including this service within its regulatory scope.
Telecom Argentina’s License
According to the LAD, Telecom Argentina holds a non-expiring Unique Argentine Digital License (Licencia Única Argentina Digital), which allows Telecom to provide a wide range of fixed and mobile telecommunications services, internet accesses, subscription broadcasting services (by physical and/or radio electric link) and radio electric service of concentration of links.
TMA’s License
On February 24, 2025, the Company acquired TMA, which holds a non-expiring Unique Argentine Digital License (Licencia Única Argentina Digital), which allows TMA to provide a wide range of fixed and mobile telecommunications services, internet access and subscription broadcasting services (by physical and/or radio electric link).
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UNIVERSAL SERVICE
Pursuant to the newly enacted Resolution 1,182/25 which regulates the Universal Service, the licensees of ICT Services provided in Argentina are required to make contributions to the Universal Service Fiduciary Fund equivalent to 1% of the total accrued revenues from the provision of ICT Services, net of taxes and charges.
SPECTRUM 5G
Reliable and Intelligent Telecommunications Services (STeFI, for its Spanish acronym)
Through Resolution No. 1,285/2023, published on August 29, 2023, ENACOM authorized the call for bids for the allocation of frequency bands for the provision of STeFI and approved the General and Particular Bidding Terms and Conditions for the Allocation of Frequency Bands from 3,300 to 3,600 MHz (“Bid Form”), divided into three lots of 100 MHz each. The base price for each lot was set at US$350 million.
On October 24, 2023, at the Auction held for the above-mentioned bid, Telecom was awarded Lot 2 (3,400-3,500 MHz Band).
On February 24, 2025, the Company acquired TMA, which was opportunely awarded Lot 3B (3,550–3,600 MHz Band).
Furthermore, through ENACOM Resolution No. 611/2025, ENACOM amended Article 1 of Resolution No. 1285/2023, establishing a maximum spectrum accumulation limit for STeFI at 150 MHz.
OTHER MATERIAL REGULATIONS
Argentina
Telecom is also subject to other material regulations in Argentina, such as the Regulation of ICT Services, the General Rules Governing ICT Service Customers, the Number Portability Regulation, General Rules Governing Interconnection and Access, Quality Rules for ICT Services, National Rules for Contingencies, International Roaming Agreement between Chile and Argentina, Infrastructure Sharing Regulation and Regulatory Authority’s Penalty, among others.
Paraguay
In Paraguay, Núcleo has a license to provide mobile telecommunication services (STM and PCS), a license for the installation and provision of internet and data services throughout the country and a license to provide DATDH services. These licenses have been granted for renewable five-year periods. Personal Envíos is authorized by the Central Bank of Paraguay to operate as an Electronic Payment Company (EMPE), and its corporate purpose is restricted to such service.
Uruguay
In Uruguay, Adesol has contractual relationships with several licensees that provide subscription television services through various systems in such country.
On October 21, 2024, Law No. 20,383 repealed Law No. 19,307 and its associated regulatory decrees. This new law establishes a revised framework for the provision of radio, television and other audiovisual communication services in Uruguay.
For further information on the most relevant regulatory framework matters, see Note 2 to our Consolidated Financial Statements.
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DISCLOSURE PURSUANT TO SECTION 219 OF THE IRAN THREAT REDUCTION AND SYRIA HUMAN RIGHTS ACT OF 2012 (ITRSHRA)
Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012 added Section 13(r) to the Exchange Act, which requires a 34’ Exchange Act registrant to disclose in its annual or quarterly reports furnished to the SEC whether the issuer or any of its affiliates has knowingly engaged in certain activities, transactions or dealings with the government of Iran, relating to Iran or with designated natural persons or entities involved in terrorism or the proliferation of weapons of mass destruction during the period covered by the annual or quarterly report. Disclosure is required even when the activities were conducted outside the United States by non-U.S. entities and even when such activities were conducted in compliance with applicable law.
In accordance with our Code of Ethics and Conduct, we seek to comply with all applicable laws.
Activities relating to Iran
Commercial Agreements with International Carriers (fixed services):
During 2025, we have provided international telecommunications services agreements with international carriers (fixed services), which cover delivery of traffic to Iran through non-Iranian carriers.
We maintain commercial agreements with international carriers located in countries other than Iran, which permit those carriers to deliver traffic from Iran to our networks and from our networks to Iran.
Our total expenses under commercial agreements with international carriers regarding delivery of traffic to Iran were approximately US$66.22 as of December 31, 2025. During 2025, and regarding outgoing traffic, we have sent traffic to Iran only through Telecom Italia Sparkle S.p.A (Italy).
Regarding incoming traffic, we charge the relevant international carrier for traffic ending in our network. Consequently, we do not know the country of origin of such traffic.
Accordingly, our total payables and receivables from international carriers include balances arising from traffic related to Iran but it is not possible to segregate them. The outbound costs are wholly immaterial with respect to the Company’s consolidated operating expenses for the period presented.
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CAPITAL EXPENDITURES AND RIGHTS OF USE ASSETS
The following table sets forth our capital expenditures by operating segment for each of the years ended December 31, 2025 and 2024 and 2023:
ICT Services in | ||||||||||||||||||||
ICT Services in Argentina – | Argentina – | |||||||||||||||||||
| Personal Network | | TMA Network | | Other segments | | Total | |||||||||||||
Year Ended December 31, | ||||||||||||||||||||
| 2025 | | 2024 | | 2023 | | 2025 | | 2025 | | 2024 | | 2023 | | 2025 | | 2024 | | 2023 | |
(P$ million) | (P$ million) | (P$ million) | (P$ million) | |||||||||||||||||
Real estate | — | — | 1,042 | — | 398 | 63 | 245 | 398 | 63 | 1,287 | ||||||||||
Switching equipment |
| 662 | 601 | 18,017 | — | 498 | 808 | 2,918 | 1,160 |
| 1,409 |
| 20,935 | |||||||
Mobile network access, external wiring & transmission |
| 263,154 | 238,229 | 190,628 | 85,162 | 3,630 | 5,450 | 3,380 | 351,946 |
| 243,679 |
| 194,008 | |||||||
Computer equipment and software |
| 122,121 | 127,455 | 172,322 | — | 4,014 | 1,348 | 1,388 | 126,135 |
| 128,803 |
| 173,710 | |||||||
Construction in progress | 106,696 | 82,611 | 148,496 | 121,897 | 61,203 | 51,094 | 39,557 | 289,796 | 133,705 | 188,053 | ||||||||||
Materials | 339,256 | 143,258 | 143,569 | 186,862 | 7,490 | 10,407 | 33,071 | 533,608 | 153,665 | 176,640 | ||||||||||
Other | 28,152 | 14,074 | 47,597 | 5,780 | 14,130 | 15,154 | 14,868 | 48,062 | 29,228 | 62,465 | ||||||||||
Subtotal tangible capital expenditures | 860,041 | 606,228 | 721,671 | 399,701 | 91,363 | 84,324 | 95,427 | 1,351,105 | 690,552 | 817,098 | ||||||||||
Licenses | — | — | 496,601 | — | 217 | 643 | 1,877 | 217 | 643 | 498,478 | ||||||||||
Subscribers acquisition costs | 5,979 | 7,072 | 11,536 | 56,901 | 4,887 | 4,938 | 3,675 | 67,767 | 12,010 | 15,211 | ||||||||||
Other | 58,536 | 40,394 | 48,179 | — | 7,952 | 5,375 | 5,227 | 66,488 | 45,769 | 53,406 | ||||||||||
Subtotal intangible capital expenditures | 64,515 | 47,466 | 556,316 | 56,901 | 13,056 | 10,956 | 10,779 | 134,472 | 58,422 | 567,095 | ||||||||||
Total capital expenditures in PP&E and intangible assets | 924,556 | 653,694 | 1,277,987 | 456,602 | 104,419 | 95,280 | 106,206 | 1,485,577 | 748,974 | 1,384,193 | ||||||||||
Right of use assets | 176,393 | 289,865 | 149,842 | 11,573 | 7,746 | 22,298 | 95,427 | 195,712 | 312,163 | 245,269 | ||||||||||
Total capital expenditures in PP&E and intangible assets and Right of use assets | 1,100,949 | 943,559 | 1,427,829 | 468,175 | 112,165 | 117,578 | 201,633 | 1,681,289 | 1,061,137 | 1,629,462 | ||||||||||
For additional information on capital expenditures, see Notes 9, 10 and 11 to our Consolidated Financial Statements.
Our total capital expenditures were P$1,485,577 million in 2025, P$748,974 million in 2024 and P$1,384,193 million in 2023, and represented 17.8%, 13.8% and 23.5% of our consolidated revenues, respectively. We estimate that our capital expenditures in 2026 will be approximately P$1,349,643 million for ICT services provided in Argentina – Personal Network, P$641,367 million for ICT services provided in Argentina – TMA Network, and P$120,075 million for other segments. See “Item 5—Operating and Financial Review and Prospects—Liquidity and Capital Resources—Capital Expenditures.”
We expect to finance these expenditures through cash flows generated by our operations and financing provided by third parties.
PP&E
As detailed below, our principal physical properties consist of transmission equipment, access facilities, outside plant (external wiring) and switching equipment. These assets are, at present, mainly located throughout AMBA, the Northern Region and the Southern Region. Some of our assets are located in areas that may be subject to natural disasters and severe weather, and which may be adversely affected in the future by climate change.
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We believe that our assets are, and for the foreseeable future will be, adequate and suitable for their respective uses. The table below shows the carrying amount of PP&E by reportable segment as of December 31, 2025:
As of December 31, 2025 | |||||||||
ICT Services in | |||||||||
Argentina – | ICT Services in | ||||||||
Personal | Argentina – | | Other | ||||||
| Network | | TMA Network | | segments | | Total (1) | ||
(P$ million) | (P$ million) | (P$ million) | (P$ million) | ||||||
Real estate |
| 896,556 |
| 293,450 |
| 3,632 | 1,193,638 | ||
Switching equipment |
| 169,663 |
| 24,213 |
| 57,688 | 251,564 | ||
Mobile network access, external wiring & transmission |
| 2,578,264 |
| 503,231 |
| 199,897 | 3,281,392 | ||
Computer equipment and software |
| 412,792 |
| 4,394 |
| 15,503 | 432,689 | ||
Construction in progress | 190,775 | 130,050 | 16,669 | 337,494 | |||||
Materials |
| 498,761 |
| 121,170 |
| 20,889 | 640,820 | ||
Others |
| 529,247 |
| 122,709 |
| 70,065 | 722,021 | ||
Total PP&E, net carrying value |
| 5,276,058 |
| 1,199,217 |
| 384,343 | 6,859,618 | ||
| (1) | Excluding valuation allowance for obsolescence and impairment of materials for P$42,217 million and impairment of PP&E for P$28,283 million. |
All the above-mentioned assets were used to provide services to our customers.
As of December 31, 2025, we have entered into purchase commitments relating to PP&E totaling P$389,817 million. Our current major suppliers of PP&E are IATEC S.A., Newsan S.A., Huawei Tech Investment Co. LTD Argentina, ZTE Corporation, Huawei International Co. Limited, Radio Victoria TCL ARG S.A., FTTMAS Limited, Solnik S.A., Electroson Telecomunicacion S.A., Shenzhen Skyworth Digital technology Co. LTD, Plantel S.A. and Retesar S.A.
ITEM 4A.UNRESOLVED STAFF COMMENTS
None.
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ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS
You should read the following discussion in conjunction with the rest of this Annual Report, in particular, the sections “Presentation of Financial Information,” “Item 4 —Information on the Company” and the Consolidated Financial Statements, including the notes to those financial statements, which appear elsewhere in this Annual Report. Our Consolidated Financial Statements have been prepared in accordance with IFRS Accounting Standards as issued by the IASB. The following discussion and analysis are presented by the Management of our company and provide a view of our financial condition, operating performance and prospects from the Management’s perspective. The strategies and expectations referred to in this discussion are considered forward-looking statements and may be strongly influenced or changed by shifts in market conditions, new initiatives that we implement and other factors. Since much of this discussion is forward-looking, you are urged to review carefully the factors referenced elsewhere in this Annual Report that may have a significant influence on the outcome of such forward-looking statements. We cannot provide assurance that the strategies and expectations referred to in this discussion will come to fruition. Forward-looking statements are based on current plans, estimates and projections, and therefore, you should not rely solely on them. Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update any forward-looking statements in light of new information or future events. Forward-looking statements involve inherent risks and uncertainties, most of which are difficult to predict and are generally beyond our control. We caution you that a number of important factors could cause actual results or outcomes to differ materially from those expressed in, or implied by, the forward-looking statements. Please refer to “Forward-Looking Statements,” “Item 3—Key Information—Risk Factors” and “—Trend Information” below for descriptions of some of the factors relevant to this discussion and other forward-looking statements in this Annual Report.
Management Overview
We operate with a global vision, integrating sustainability into every aspect of our business. We firmly believe in the transformative power of technology, as it supports the digital lives of individuals and organizations and evolves in alignment with social and environmental demands, contributing to an increasingly sustainable future.
We continue to advance our business strategy, with a focus on the digital evolution of society, strengthening our position as a technology company with regional scale. This is reflected in the ecosystem of digital products, services, and solutions that we offer to our customers.
Our commitment to digitalization drives continuous innovation. We have adopted collaborative and efficient ways of working that strengthen our management practices and foster the development of our workforce community. Thousands of people make this transformation possible through their talent, creativity, and commitment, contributing every day to the development of a more dynamic company that is well positioned for the future.
One of the most significant milestones of the year was the acquisition of TMA, completed on February 24, for a contractual purchase price of US$1,245 million (“consideration paid” pursuant to IFRS 3 was US$1,119 million). This acquisition was carried out as part of the Company’s expansion plan, which includes the deployment and densification of fiber-optic networks, 5G mobile sites, and value-added services. This transaction reinforces our long-term vision and our commitment to the development of strategic infrastructure supporting the digital economy in the country and the region. In a global context of transformation and consolidation across the industry, this investment represents a decisive step toward strengthening our capabilities, achieving greater scale, and generating synergies that support the long-term sustainability of our business.
We continue to evolve our value proposition for the B2B business by offering tailored and scalable solutions to our enterprise customers, supported by a portfolio built on key technological pillars: fixed and mobile connectivity, cybersecurity, cloud solutions, and IoT.
We continued to advance the extension of Argentina’s 5G network, which strengthens our connectivity infrastructure and underscores our commitment to the digital development of the country and its future opportunities. At the same time, we continued the deployment of FTTH technology across various cities in Argentina.
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Along this path, we received a new recognition from Ookla, which underscores the superior performance of the Personal Network across the attributes most valued by users, as the fastest mobile network through Personal Fibra in Argentina.
We continued to further develop OpenXpand, a digital platform designed to promote the adoption of Open Gateway across Latin America and reinforces us as a technological leader at the regional level, by offering digital, secure, and scalable solutions.
With respect to our environmental commitment, during the year we adopted short-term decarbonization targets that were validated by the international Science Based Targets initiative (SBTi), aligned with our commitment to achieve carbon neutrality by 2050. Energy efficiency, driven by our use of technologies such as cloudification, virtualization, AI, and automation, along with an increase in renewable energy supply, are some of the practices we have developed. Additionally, we have made progress in circular economy initiatives and cleantech solutions.
The year 2025 presented significant challenges, particularly in terms of financial sustainability. We obtained bank loans totaling US$1,170 million, the proceeds of which were used to finance the acquisition of TMA. Through the issuance of Notes, we were able to refinance those loans and repay other obligations, thereby improving our financial costs. We issued Notes for an aggregate principal amount of US$1,051 million and P$58,000 million, which enabled us to repay and refinance a portion of our loans, improving terms and financing costs. Additionally, during 2025, we distributed dividends for an aggregate of P$220,482 million (P$226,756 million in current currency as of December 31, 2025).
Looking ahead, we remain confident that integration and innovation are fundamental pillars for continuing to deliver high-quality services, accelerating technological deployment, and supporting the digital evolution of our customers and communities.
In pursuit of this objective, we continue to evolve our business model to place people at the center and to provide technology, solutions, and opportunities that enhance their world. We unified our brand identity under Personal as the single integrating brand across our entire digital ecosystem, encompassing connectivity, entertainment, digital financial services, smart homes and offices, and enterprise and government solutions—enabling individuals, communities, and organizations to progress, engage, and transform.
This forward-looking perspective is grounded in the relationship of trust we build every day with those who choose our services.
Consolidated revenues in 2025 amounted to P$8,328,814 million as compared to P$5,442,958 million in 2024 and P$5,898,611 million in 2023. The increase of P$2,885,856 million in 2025 (a 53% increase) was mainly due to the consolidation of TMA’s results as of December 31, 2025, which contributed P$2,748,493 million of total revenues. The decrease of P$455,653 million in 2024 (a 7.7% decrease) was mainly due to the fact that the inflation rate for the last twelve months amounted to 117.8% and the Company (and other competitors in the ICT industry) did not transfer the totality of this inflation to its prices.
Net loss in 2025 amounted to P$145,304 million as compared to a net income of P$1,359,230 million and a net loss of P$715,266 million in 2024 and 2023, respectively. Net loss for 2025 increased by P$1,504,534 million as compared to 2024.
For a detailed analysis of our results of operations for fiscal year 2025, see “—Years ended December 31, 2025, 2024 and 2023” below. For a discussion of the factors that may affect our results of operations see “Item 3—Key Information—Risk Factors” and “—Years ended December 31, 2025, 2024 and 2023—Factors Affecting Results of Operations” and “—Trend Information” below.
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Non-IFRS Accounting Standards Measures
The following discussion and analysis summarizes relevant measures of results of operations presenting items by nature. The Company believes that the presentation of the measures “Adjusted EBITDA,” “Operating Working Capital,” “Net Current Financial Liability” and “Working Capital” provide investors and financial analysts with appropriate information that is relevant to understanding the Company’s past and present performance and liquidity as well as our projections of future performance and liquidity. Moreover, Adjusted EBITDA is one of the key performance measures used by Management for monitoring the Company’s profitability and financial position, at consolidated levels. For more information on the use of Adjusted EBITDA and reconciliation of net income/(loss) to Adjusted EBITDA, see “—(A) Consolidated Results of Operations—Adjusted EBITDA.” Also, for more information on the use of Operating Working Capital, Net Current Financial Liability and Working Capital and reconciliation of these measures, see “—Liquidity and Capital Resources—Liquidity—Working Capital.”
Years ended December 31, 2025, 2024 and 2023
For purposes of these sections, the fiscal years ended December 31, 2025, 2024 and 2023 are referred to as “2025,” “2024” and “2023,” respectively.
Our results of operations are determined in accordance with IFRS Accounting Standards as issued by the IASB. Telecom provides customers with a broad range of telecommunication services. To fulfill its purpose, Telecom conducts different activities distributed among the companies in the Group. For further information about our main products and services, see “Item 4—The Business—Main Products and Services.”
Factors Affecting Results of Operations
Described below are certain factors that may be helpful in understanding our operating results. These factors are based on the information currently available to our Management and may not represent all the factors that are relevant to an understanding of our current or future results of operations. See also “Item 3—Key Information—Risk Factors.” Additional information regarding trends expected to influence our results of operations is analyzed below under “Trend Information.”
The Argentine Economy
Although a significant portion of our financial liabilities are denominated in foreign currencies, a substantial majority of our assets, operations and customers are located in Argentina. Accordingly, our financial condition, results of operations and cash flows depend to a significant extent on economic and political conditions prevailing in Argentina. The Argentine government has exercised and continues to exercise significant influence over many aspects of the Argentine economy. Accordingly, Argentine governmental actions concerning the economy could significantly affect private sector entities in general and our operations in particular, as well as affect market conditions, prices and returns on Argentine securities, including our outstanding securities and our shares. Our operating results, financial condition and cash flows have been and will be affected by fluctuations in the Argentine economy. For more information on these macroeconomic and political conditions, see “Item 3—Key Information—Risk Factors—Risks Relating to Argentina.”
During the first half of 2025, global economic conditions remained subject to uncertainty, with monetary policy normalization proceeding at different speeds across jurisdictions and continued volatility in international capital flows affecting emerging market economies, including Argentina.
Economic activity in Argentina expanded throughout 2025. The GDP increased by 5.8% in the first quarter, 6.3% in the second quarter, and 3.3% in the third quarter of 2025, compared to the same quarters of previous years.
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In 2025, public spending declined significantly compared to 2024. According to the latest estimates from the Argentine Ministry of Economy, a primary surplus of approximately 1.4% of GDP was recorded as well as a financial surplus of approximately 0.2% of GDP. This fiscal surplus resulted from measures implemented by the administration to streamline public sector accounts and maintain fiscal balance. As of December 31, 2025, the Argentine Peso depreciated in official markets 41% relative to December 31, 2024, as the Central Bank operated a banded exchange rate system designed to allow gradual adjustments of the peso while limiting excessive volatility, while inflation reached approximately 31.5% year-on-year.
In 2025, the trade balance recorded a surplus of US$11,286 million. Argentina’s exports totaled US$87,077 million, reflecting a 9.2% increase, while imports amounted to US$75,791 million, representing a 24.6% increase.
Following Argentina’s foreign-currency debt restructuring in 2020 and the subsequent approval of an IMF-supported Extended Fund Facility (“EFF”) confirmed by the Argentine Senate in 2022 and periodically reviewed since then, the IMF and Argentine authorities continued to implement the 48-month EFF program throughout 2025. The IMF Executive Board completed the first review of the program in July 2025, enabling a disbursement of approximately US$2 billion. The review welcomed Argentina’s commitments to safeguard the fiscal anchor, enhance the monetary framework, rebuild reserves, and pursue reforms consistent with the program’s objectives with strong policy implementation supporting continued growth and disinflation. As of December 31, 2025, Argentina’s country risk stood at 571 points, improving 64 points from December 31, 2024.
Effect of Inflation
Pursuant to IAS 29, the financial statements of entities whose functional currency is that of a hyperinflationary economy must be restated. IAS 29 does not prescribe when hyperinflation arises but includes several factors of hyperinflation. Since July 1, 2018, Argentina has been categorized as a hyperinflationary country, since certain macroeconomic indicators and events during 2018 evidenced that the qualitative and quantitative factors identified in IAS 29 (the quantitative factor being when the country’s projected three-year cumulative inflation rate exceeds 100%) were satisfied. Therefore, we have restated our Consolidated Financial Statements and the financial information in current Argentine Pesos as of December 31, 2025, for all the periods reported in this Annual Report based on certain price indexes to consider the effect of inflation in Argentina. See “Item 3—Key Information—Risk Factors—Risks Relating to Argentina—Inflation is high and could accelerate further, causing adverse effects on the economy and negatively impacting Telecom’s margins and/or ratios,” and Note 1.d) to our Consolidated Financial Statements.
The CPI index has registered an increase of 31.5%, 117.8% and 211.4% on a year-over-year comparison for 2025, 2024 and 2023, respectively. See Note 1.d) to our Consolidated Financial Statements.
The financial information issued for comparative purposes must also be presented in the current currency as of December 31, 2025, and must be restated using the annual index of the current year.
As a result of applying the comprehensive inflation restatement, the Company will record an increase in the value of non-monetary items, such as Fixed and Intangible Assets, with an impact on deferred taxes and an increase in the Company’s equity, including shareholders’ contributions.
Income Tax Inflation Adjustment
In accordance with the provisions of the regulations in force in the Income Tax Law, the Company applies the income tax inflation adjustment set out in Title VI of the income tax law since fiscal year 2019, as that is the year the variation of the required CPI was verified.
On December 1, 2022, Law No. 27,701 was enacted, which provided that taxpayers who determine a positive inflation adjustment in the first and second fiscal years beginning on January 1, 2022, may allocate one-third in that fiscal period and the remaining two-thirds in equal parts to the two immediately following fiscal periods. Said computation will proceed for those subjects who make investments in the purchase, construction, manufacture, elaboration or import of Fixed and Intangible Assets (except automobiles) during each of the two immediate fiscal periods following the computation of the first third, for an amount greater than or equal to P$30 billion. As the Company invested over P$30 billion per year in 2023, 2024 and 2025, it has determined the tax inflation adjustment as of December 31, 2022 and 2023 by imputation, as provided for in Law No. 27,701.
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Additionally, the update of the cost of several assets in case of disposal and the update of computable depreciation of Fixed and Intangible Assets, to all acquisitions or investments made in fiscal years beginning on January 1, 2018, based on changes in the CPI was generally established.
On March 6, 2026, Law No. 27,802 (“Labor Modernization Law”) was published in the Official Gazette, introducing certain tax amendments. With respect to the Income Tax and inflation adjustment, the law provides that tax losses generated in fiscal years beginning on or after January 1, 2025, shall be adjusted based on the variation of the CPI recorded between the month-end of the fiscal year in which the losses were incurred and the month-end of the fiscal year being assessed.
Accordingly, and pursuant to a comprehensive interpretation of applicable regulations, the Company recognized the corresponding accounting impact, that amounted to a loss of P$449,199 million as of December 31, 2025.
Effects of Fluctuations in Exchange Rates between the Argentine Peso and the U.S. dollar and other major foreign currencies
According to exchange rate information published by the Banco de la Nación Argentina, the Argentine Peso depreciated by 41.0% against the U.S. dollar during the year ended December 31, 2025 (compared to 27.7% and 356.3% in the years ended December 31, 2024, and 2023, respectively).
The Milei administration has stated its intention to implement policies aimed at modifying Argentina’s macroeconomic conditions. In this regard, the BCRA announced the transition to a new macroeconomic stability framework, establishing a 2% monthly sliding path of the official exchange rate (this rate was adjusted to 1% during 2025). Additionally, the Relevamiento de Expectativas de Mercado (“REM”), published by the BCRA on January 9, 2025, estimated an annual inflation of 25.9 % for the year 2025. However, the effective inflation rate for 2025 was 31.5%. According to the REM, inflation for 2026 is projected to be approximately 22.4%.
See “Item 10—Additional Information—Foreign Investment and Exchange Controls in Argentina.” and “Item 3—Key Information—Risk Factors—Risks Relating to Argentina—Devaluation of the Argentine Peso and foreign exchange restrictions may adversely affect our results of operations, our capital expenditures and our ability to service our liabilities and pay dividends.”
The majority of our revenues are in Pesos whereas a portion of the costs regarding materials and supplies related to the construction and maintenance of our networks and services are incurred in foreign currencies. Also, the high level of competition limited our ability to transfer to our customers the fluctuations in the exchange rates between the Peso and the U.S. dollar and other major foreign currencies. In addition, any devaluation of the Peso against foreign currencies may increase operating costs (partially offset by the increase of revenues in foreign currencies), capital expenditures and the cost of debt, which will adversely affect our results of operations, considering the net effect on revenues and costs. Additionally, any significant devaluation of the Peso will result in an increase in the cost of servicing our debt and, therefore, may have a material adverse effect on our results of operations. See “Item 3—Key Information—Risk Factors—Risks Relating to Argentina—Devaluation of the Argentine Peso and foreign exchange restrictions may adversely affect our results of operations, our capital expenditures and our ability to service our liabilities and pay dividends.”
The following tables show, for the periods indicated, certain information regarding the exchange rates for U.S. dollars, expressed in nominal Pesos per dollar (ask price published by Banco de la Nación Argentina). See “Item 10—Additional Information—Foreign Investment and Exchange Controls in Argentina.”
| Average(1) | | End of Period | |||
Year Ended December 31, 2023 | 295.29 | 808.45 | ||||
Year Ended December 31, 2024 |
| 916.17 |
| 1,032.00 | ||
Year Ended December 31, 2025 |
| 1,245.02 |
| 1,455.00 | ||
March 2026 (through March 9, 2026) |
| — |
| 1,416.00 | ||
| (1) | Yearly data reflect average of month-end rates. |
Source: Banco de la Nación Argentina
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Internal Growth
A monthly operational measure used in our services is ARPU, which we calculate by dividing adjusted total service revenues by the average number of customers during the period. ARPU is not a measure calculated in accordance with IFRS Accounting Standards and our measure of ARPU may not be calculated in the same manner as similarly titled measures used by other companies. Certain components of service revenues are excluded from ARPU calculations presented in this Annual Report. Management believes this measure is helpful in assessing the development of the customer base of our services.
The following table shows certain information regarding calculation of ARPU as of the dates specified:
| | ICT Services provided in Argentina – | | | ICT Services provided in | | | ||||||||||||
Personal Network | Argentina – TMA Network | Other segments | |||||||||||||||||
Acquisition | |||||||||||||||||||
| | 2025 | | 2024 | | 2023 | | | 2025 | | date | | | 2025 | | 2024 | | 2023 | |
Number of fixed telephony services lines (millions) (1) | 2.7 | 2.7 | 2.9 | 2.1 | 2.1 | n/a | n/a | n/a | |||||||||||
Number IP fixed telephony services lines (millions) | 2.3 | 1.9 | 1.5 | 1.6 | 1.5 | n/a | n/a | n/a | |||||||||||
Internet access (millions) |
| 4.2 |
| 4.0 |
| 4.1 |
| 1.6 |
| 1.6 |
| 0.3 |
| 0.3 |
| 0.3 | |||
ARPU Internet (in P$/month) (2) | 27,062.6 | 26,860.4 | 24,841.1 | 24,192.3 | n/a | n/a | n/a | n/a | |||||||||||
Mobile telephony services lines (millions) | 19.9 | 21.6 | 21.0 | 19.1 | 18.9 | 2.6 | 2.6 | 2.3 | |||||||||||
ARPU Mobile (in P$/month) (2) | 9,081.9 |
| 7,840.3 |
| 8,754.7 | 8,175.7 |
| n/a | 5,886.9 |
| 6,516.9 |
| 7,663.2 | ||||||
MBOU Mobile (in Mb per user/month) | 8,296.1 |
| 7,343.1 |
| 5,754.7 | n/a |
| n/a | 8,442.9 |
| 8,236.0 |
| 8,788.6 | ||||||
Cable TV customers (million) |
| 3.3 |
| 3.2 |
| 3.1 |
| 0.4 |
| 0.4 |
| 0.2 |
| 0.2 |
| 0.3 | |||
Núcleo’s customers (millions) |
| n/a |
| n/a |
| n/a |
| n/a |
| n/a |
| 0.1 |
| 0.1 |
| 0.2 | |||
Uruguay’s customers (millions) |
| n/a |
| n/a |
| n/a |
| n/a |
| n/a |
| 0.1 |
| 0.1 |
| 0.1 | |||
ARPU Cable TV (in P$/month) (2) |
| 18,643.2 |
| 18,143.6 |
| 24,610.8 |
| 23,800.1 |
| n/a |
| n/a |
| n/a |
| n/a | |||
Fintech Services users (million) |
| n/a |
| n/a |
| n/a |
| n/a |
| n/a |
| 5.7 |
| 4.6 |
| 2.0 | |||
Argentina’s users (millions) |
| n/a |
| n/a |
| n/a |
| n/a |
| n/a |
| 4.7 |
| 3.6 |
| 2.0 | |||
Paraguay’s users (millions) |
| n/a |
| n/a |
| n/a |
| n/a |
| n/a |
| 1.0 |
| 1.0 |
| — | |||
(1) | Includes lines customers own usage, public telephony, Integrated Services Digital Network (“ISDN”) channels and Fibertel IP lines. |
(2) | Includes restatement in current currency as of December 31, 2025, for further information please see “—Years ended December 31, 2025, 2024 and 2023-Consolidated Results of Operations below.” |
Price of services
The LAD established that licensees of ICT services may freely set their prices provided such prices are fair and reasonable, to offset the costs of operation and to tend to the efficient supply and reasonable margin of operation. However, ENACOM is entitled to observe the prices we set if it understands that they do not comply with the provisions of Section 48 of the LAD. If prices were observed and we are forced to reduce them, our operating margins may be negatively affected.
Competition
The fixed and mobile telephony, cable television and internet businesses are competitive. We are required to make significant investments to refurbish and maintain our existing network infrastructure to comply with regulatory obligations and remain competitive with respect to the quality of our services. For more information, see “Item 4- The Business- Main Products and Services.”
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Technology Developments and Capital Expenditures
Improvements in technology influence our customers’ demand for services and equipment. For example, demand for fixed-line telecommunications services has been affected by continued significant growth in the mobile business. Growth in the telephony as well as cable television services businesses at present is being affected by the expansion of Broadband for individuals and corporations and our continuous updating of commercial and support systems. The increase in Broadband adoption has also proven to be a critical factor in facilitating the offering of Value Added Services to customers and the combination of products made available to customers.
In internet services, we must constantly upgrade our access to technology and software, embrace emerging transmission technologies and improve the responsiveness, functionality, coverage and features of our services.
In the mobile business, to provide customers with new and better services, Telecom must enhance its mobile networks extending 4G/4G+ technology and bandwidth for mobile data transmission. Moreover, Telecom is developing an LTE infrastructure expeditiously, in response to regulatory requirements and development in the market for mobile services. For more information regarding our LTE infrastructure developments, please see “Item 4—The Business—Mobile Telecommunications Services—Network and Equipment” and “Item 5—Liquidity and Capital Resources—Capital Expenditures.” We are continuing with the deployment and expansion of 5G technology that will allow us to expand our product portfolio and meet market demands in the future.
In addition, as new technologies develop, equipment may need to be replaced or upgraded, and network facilities (in particular, mobile and internet network facilities) may need to be rebuilt in whole or in part, at substantial cost, to remain competitive. These enhancements and the implementation of new technologies will continue requiring increased capital expenditures. See “Item 4—Information on the Company—Capital Expenditures” and “Item 5—Operating and Financial Review and Prospects—Liquidity and Capital Resources—Capital Expenditures.”
Tax pressures and litigation
Local municipalities in the regions where we operate have introduced regulations and proposed various taxes and fees for the installation of infrastructure, equipment and expansion of fixed-line and mobile networks. Local and federal tax authorities have brought an increasing number of claims against us. We disagree with these proceedings and are generally contesting them. Also, jurisprudential changes in labor and pension matters have generated higher claims from employees and former employees and increased claims from employees of a contractor or subcontractor alleging joint liability. We cannot assure you that current laws and regulations applicable to the economy generally or specifically to the telecommunications industry will not become more burdensome, that the claims will be resolved in our favor, or that any changes to the existing laws and regulations will not adversely affect our business, financial condition, results of operations and cash flows as well.
| (A) | Consolidated Results of Operations |
As disclosed “Item 4—Information on the Company— Recent Developments—Acquisition of TMA,” on February 24, 2025, the Company acquired 99.999625% of TMA’s capital stock. Since that date, the Company has consolidated TMA, and, as a result, the Company’s results of operations for 2025 include TMA’s results as of the Acquisition date and are not directly comparable to the Company’s results of operations for 2024.
For 2025, we reported a net loss of P$145,304 million, compared to a net income of P$1,359,230 million in 2024 and a net loss of P$715,266 million in 2023. Net loss for 2025 increased by P$1,504,534 million compared to 2024, while the net income for 2024 increased by P$2,074,496 million compared to 2023.
Consolidated revenues in 2025 amounted to P$8,328,814 million as compared to P$5,442,958 million in 2024 and P$5,898,611 million in 2023. The increase of P$2,885,856 million in 2025 (a 53% increase) was mainly due to the consolidation of TMA’s results as of December 31, 2025, which contributed P$2,748,493 million of total revenues. The decrease of P$455,653 million in 2024 (a 7.7% decrease) was mainly due to the fact that the inflation rate for the last twelve months amounted to 117.8% and the Company (and other competitors in the ICT industry) did not transfer the totality of this inflation to its prices.
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In 2025, operating costs (including depreciation, amortization and impairment of Fixed and Intangible Assets) amounted to P$7,878,767 million, representing an increase of P$2,243,133 million, or 39.8% as compared to 2024. The increase in operating costs in 2025 was mainly due to the consolidation of TMA’s results as of December 31, 2025, which contributed P$2,683,747 million. In 2024, operating costs (including depreciation, amortization and impairment of Fixed and Intangible Assets) amounted to P$5,635,634 million, representing a decrease of P$621,246 million, or 9.9% as compared to 2023. The decrease in operating costs in 2024 was mainly due to lower Depreciation, amortization and impairment of Fixed and Intangible Assets costs.
The Executive Committee and the CEO have a strategic and operational vision of Telecom as a single business unit. This reflects the current regulatory context of the converged ICT Services industry, under which mobile services, internet services, cable television and fixed and data services, are all governed by the same regulatory framework and therefore consolidated into a single segment. To exercise their functions, both the Executive Committee and the CEO periodically receive the economic-financial information of Telecom Argentina and its subsidiaries located in Argentina except TMA (stated in historic currency at the transaction date) prepared as a single segment and evaluate the evolution of the business as a single results-generating unit, administrating the resources in a unique way to achieve the objectives. Costs are not specifically allocated to a type of service, as Telecom Argentina has a single payroll and operating expenses that affect all services in general. Further, decisions on capital expenditures affect all types of services provided by Telecom Argentina and its subsidiaries in Argentina except TMA and are not allocated specifically to one of them.
Following the acquisition of TMA, dated February 24, 2025, the Company identified a new reportable segment, “ICT Services provided in Argentina – TMA Network” corresponding to the provision of mobile and fixed telephony services, fixed broadband, and video services on a nationwide scale in Argentina, using TMA’s own networks, with its own infrastructure. TMA is managed as a separate business unit, and therefore, the Executive Committee and the CEO review its economic and financial information (stated in historic currency at the transaction date) separately. Costs are not specifically allocated to a type of service, as TMA has a single payroll and operating expenses that affect all services in general. Further, decisions on capital expenditures affect all the types of services provided by TMA and are not allocated specifically to one of them.
Additionally, Telecom, through Micro Sistemas, develops activities in the fintech industry in Argentina. Telecom also carries out activities abroad (Paraguay, USA, Uruguay and Chile).
The operations that Telecom develops through Micro Sistemas, and those developed abroad, are not analyzed as a separate segment by the Executive Committee and the CEO, considering that they are not considered as individually significant. These operations do not meet the aggregation criteria established by the standard to be grouped within the “ICT Services provided in Argentina– Personal Network” segment and considering that they do not exceed any of the quantitative thresholds identified in the standard to qualify as reportable segments, they are grouped within the category “Other segments.”
As a result, segments as of December 31, 2025, are the following:
| ● | ICT Services provided in Argentina – Personal Network. |
| ● | ICT Services provided in Argentina – TMA Network |
| ● | Other segments. |
The Executive Committee and the CEO evaluate the profitability for each reportable segment based on the measure of the Adjusted EBITDA. Adjusted EBITDA is defined as our net (loss) income less income tax, financial results, earnings (losses) from associates and joint ventures, and depreciation, amortization and impairment of Fixed and Intangible Assets, reviewing this information in the currency of the date of each transaction.
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(A.1) 2025 Compared to 2024
| Year ended | | | | | |||
December 31, | ||||||||
2025 | | 2024 | Total Change | |||||
| (P$ million) | % | (P$ million) | |||||
Revenues | 8,328,814 |
| 5,442,958 |
| 53.0 |
| 2,885,856 | |
Operating costs (without depreciation, amortization and impairment of Fixed and Intangible Assets) | (5,803,279) |
| (3,910,577) |
| 48.4 |
| (1,892,702) | |
Depreciation, amortization and impairment of Fixed and Intangible Assets | (2,075,488) |
| (1,725,057) |
| 20.3 |
| (350,431) | |
Operating income (loss) | 450,047 |
| (192,676) |
| n/a |
| 642,723 | |
Losses from associates and joint ventures | (3,742) |
| (15,094) |
| (75.2) |
| 11,352 | |
Financial results from borrowings | (748,840) |
| 1,914,786 |
| n/a |
| (2,663,626) | |
Other financial results, net | 110,799 |
| 190,451 |
| (41.8) |
| (79,652) | |
Income tax benefit (loss) | 46,432 |
| (538,237) |
| n/a |
| 584,669 | |
Net income (loss) | (145,304) |
| 1,359,230 |
| n/a |
| (1,504,534) | |
|
|
| ||||||
Net income (loss) attributable to: | ||||||||
Telecom Argentina (Controlling Company) | (170,006) |
| 1,331,805 |
| n/a |
| (1,501,811) | |
Non-controlling interest | 24,702 |
| 27,425 |
| (9.9) |
| (2,723) | |
|
|
| ||||||
Adjusted EBITDA(1) | 2,525,535 | 1,532,381 | 64.8 | 993,154 | ||||
| (1) | Adjusted EBITDA is a non-GAAP measure, defined as our net (loss) income less income tax, financial results (Financial results from borrowings and other financial results, net), earnings (losses) from associates and joint ventures, and depreciation, amortization and impairment of Fixed and Intangible Assets. For further information on the use of Adjusted EBITDA, see “—Adjusted EBITDA” below. |
In 2025, net loss amounted to P$145,304 million compared to a net income of P$1,359,230 million in 2024, representing (1.7)% and 25% of consolidated revenues in 2025 and 2024, respectively. The increase in net loss in 2025 compared to 2024 was mainly due to the P$2,743,278 million increase in net financial loss, partially offset by higher operating results of P$642,723 million, a lower income tax loss of P$584,669 million and lower losses from associates and joint ventures of P$11,352 million.
Net loss attributable to controlling shareholders amounted to P$170,006 million in 2025 compared to net income of P$1,331,805 million in 2024. Net loss contains an income of P$61,044 million corresponding to the consolidation of TMA’s results.
During 2025 revenues increased 53%, or P$2,885,856 million, compared to 2024, amounting to P$8,328,814 million. The increase in revenues was mainly due to the consolidation of TMA’s results, which contributed P$2,748,493 million of total revenues. As a result of the restatement in current currency as of December 31, 2025, revenues included a restatement effect of P$895,695 million and P$2,029,239 million in 2025 and 2024, respectively. For further information about revenue see “Explanations by segments” below.
Total operating costs without depreciation, amortization and impairment of Fixed and Intangible Assets totaled P$5,803,279 million in 2025, representing an increase of P$1,892,702 million or 48.4% compared to 2024. Operating costs include P$2,104,182 million corresponding to the consolidation of TMA’s results. As a result of the restatement in current currency as of December 31, 2025, the restatement effect included in operating costs without depreciation, amortization and impairment of Fixed and intangible Assets amounted to P$727,963 million and P$1,511,055 million in 2025 and 2024, respectively. For further information regarding operating costs without depreciation, amortization and impairment of Fixed and Intangible Assets see “Explanations by segments” below.
Depreciation, amortization and impairment of Fixed and Intangible Assets
Depreciation, amortization and impairment of Fixed and Intangible Assets amounted to P$2,075,488 million in 2025, representing an increase of P$350,431 million or 20.3% compared to 2024.
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This increase was primarily driven by P$579,565 million corresponding to the consolidation of TMA’s results. Excluding the impact of the consolidation of TMA, depreciation, amortization and impairment of Fixed and Intangible Assets decreased primarly due to the effect of those assets that ended their useful life after December 31, 2024, partially offset by the depreciation and amortization of registrations after that date, which, in turn, decreased compared to 2024.
As a result of the restatement in current currency as of December 31, 2025, the restatement effect included in depreciation, amortization and impairment of Fixed and Intangible Assets amounted to P$1,411,462 million and P$1,499,317 million in 2025 and 2024, respectively.
Operating income (loss)
Operating income in 2025 amounted to P$450,047 million compared to an operating loss of P$192,676 million in 2024. Operating income / (loss) represented 5.4 % and (3.5) % of revenues in 2025 and 2024, respectively.
Operating income for 2025 includes P$64,746 million corresponding to the consolidation of TMA’s results.
Financial results:
| Year ended December 31, | |||||||
2025 | | 2024 | | Total Change | ||||
P$ million | P$ million | | % | |||||
Interests on borrowings |
| (386,126) |
| (173,837) | (212,289) | n/a | ||
Remeasurement in borrowings |
| 4,477 |
| (135,137) | 139,614 | n/a | ||
Foreign currency exchange gains (losses) on borrowings |
| (367,191) |
| 2,220,302 | (2,587,493) | n/a | ||
Borrowings renegotiation results and repurchase of Notes |
| — |
| 3,458 | (3,458) | n/a | ||
Total financial results from borrowings |
| (748,840) |
| 1,914,786 | (2,663,626) | n/a | ||
Other foreign gains (losses) currency exchange gains |
| 39,855 |
| 246,837 | (206,982) | (83.9) | ||
Fair value gains (losses) on financial assets at fair value through profit or loss |
| 88,469 |
| (59,723) | 148,192 | n/a | ||
Other interests, net |
| (63,399) |
| 31,964 | (95,363) | n/a | ||
RECPAM |
| 183,617 |
| 170,007 | 13,610 | 8.0 | ||
Other |
| (137,743) |
| (198,634) | 60,891 | (30.7) | ||
Total other financial results, net |
| 110,799 |
| 190,451 | (79,652) | (41.8) | ||
Total financial results, net |
| (638,041) |
| 2,105,237 | (2,743,278) | n/a | ||
Telecom incurred a net financial loss of P$638,041 million in 2025, compared to a net financial gain of P$2,105,237 million in 2024. Financial results, net contain an income of P$35,461 million, corresponding to the consolidation of TMA’s results.
The variation in financial results, net for 2025 was mainly driven by a higher loss from foreign exchange differences, measured in real terms, of P$2,794,475 million, reflecting the aggregate effect of foreign currency exchange losses on borrowings and other foreign currency exchange losses. This loss was driven by an inflation rate of 31.5% versus an appreciation of the U.S. dollar against the Argentine peso of 41%, compared to an inflation rate of 117,8% and a U.S. dollar appreciation of 27.7% in 2024. Additionally, interest on borrowings increased by P$212,289 million and other net adverse movements for P$24,320 million.
These factors were partially offset by a higher gain from changes in the fair value of financial assets of P$148,192 million, resulting from the 31.5% inflation impact on the quoted value of such instruments (compared to 117.8% inflation in 2024), and a higher gain from remeasurement in borrowings of P$139,614 million, as the UVA index adjustment lagged inflation, resulting in positive results.
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Income tax benefit (loss)
Telecom’s income tax includes the following effects: (i) the current tax payable pursuant to tax legislation applicable to Telecom, and (ii) the effect of applying the deferred tax method on temporary differences arising out of the Company’s asset and liability valuation according to tax versus financial accounting criteria, including the income tax inflation effect.
Income tax benefit amounted to P$46,432 million in 2025 compared to an expense of P$538,237 million in 2024. It includes the following effects: (i) current tax expenses, Telecom generated a P$196,068 million tax expense in 2025 (compared to an expense of P$14,344 million in 2024), (ii) regarding the deferred tax in 2025, Telecom recorded a deferred tax benefit of P$242,500 million compared to an expense of P$523,893 million in 2024.
Income tax benefit (loss) includes P$39,163 million corresponding to the consolidation of TMA’s results. For more information on income tax, see Notes 3 and 16 to our Consolidated Financial Statements.
Adjusted EBITDA
An important operational performance measure used by the Company’s Chief Operating Decision Maker (as this term is defined in IFRS Accounting Standards 8) is Adjusted EBITDA. Adjusted EBITDA is defined as our net income (loss), less income tax, financial results, earnings (losses) from associates and joint ventures, and depreciation, amortization and impairment of Fixed and Intangible Assets. We believe Adjusted EBITDA facilitates company-to-company operating performance comparisons by backing out potential differences caused by variations such as capital structures, taxation and the useful lives and book depreciation and amortization of PP&E and intangible assets, which may vary for different companies for reasons unrelated to operating performance. Although Adjusted EBITDA is not a measure defined in accordance with IFRS Accounting Standards (a non-GAAP measure), our Management believes that this measure facilitates operating performance comparisons from period to period and provides useful information to investors, financial analysts and the public in their evaluation of our operating performance. Adjusted EBITDA does not have a standardized meaning and, accordingly, our definition of Adjusted EBITDA may not be comparable to Adjusted EBITDA as used by other companies.
The following table shows the reconciliation of Net income (loss) to Adjusted EBITDA:
| Year ended December 31, | | | | | |||
| 2025 | | 2024 | | Total Change | |||
| (P$ million) | % | | (P$ million) | ||||
Net income (loss) | (145,304) |
| 1,359,230 |
| n/a |
| (1,504,534) | |
Income tax (benefit) expense | (46,432) |
| 538,237 |
| n/a |
| (584,669) | |
Other financial results, net | (110,799) |
| (190,451) |
| (41.8) |
| 79,652 | |
Financial results from borrowings | 748,840 |
| (1,914,786) |
| n/a |
| 2,663,626 | |
Losses from associates and joint ventures | 3,742 |
| 15,094 |
| (75.2) |
| (11,352) | |
Operating income (loss) | 450,047 |
| (192,676) |
| n/a |
| 642,723 | |
Depreciation, amortization and impairment of Fixed and Intangible Assets | 2,075,488 |
| 1,725,057 |
| 20.3 |
| 350,431 | |
Adjusted EBITDA | 2,525,535 |
| 1,532,381 |
| 64.8 |
| 993,154 | |
Our consolidated Adjusted EBITDA amounted to P$2,525,535 million in 2025, representing an increase of P$993,154 million or 64.8% as compared to P$1,532,381 million in 2024. The increase was mainly due to the consolidation of TMA’s results, which contributed P$644,311 million of Adjusted EBITDA.
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Adjusted EBITDA represented 30.3% and 28.2% of our total consolidated revenues in 2025 and 2024, respectively.
| Year ended December 31, | | % of Change | |||
| 2025 | | 2024 | | 2025-2024 | |
Increase/ | ||||||
(P$ million / %) | (Decrease) | |||||
Adjusted EBITDA | 2,525,535 |
| 1,532,381 |
| 64.8 | |
As % of revenues | 30.3 |
| 28.2 |
| ||
Depreciation, amortization and impairment of Fixed and Intangible Assets | (2,075,488) |
| (1,725,057) |
| 20.3 | |
As % of revenues | (24.9) |
| (31.7) |
| ||
Operating income (loss) | 450,047 |
| (192,676) |
| n/a | |
As % of revenues | 5.4 |
| (3.5) |
| ||
Explanation by segments:
The table below details the evolution of Revenues and Operating costs without depreciation, amortization and impairment of Fixed and Intangible Assets by reportable segment for 2025 and 2024, in accordance with the information disclosed in Note 1.b) to our Consolidated Financial Statements:
| ICT Services provided in Argentina – |
|
| ||||||||||||||||||||
| Personal Network | TMA Network | Other segments | Eliminations | Total | ||||||||||||||||||
| | | | | From the | | | | | | | | | | |||||||||
acquisition | |||||||||||||||||||||||
date to | |||||||||||||||||||||||
December 31, | |||||||||||||||||||||||
2025 | 2024 | 2025 | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | |||||||||||||||
P$ million | |||||||||||||||||||||||
Revenues |
| 5,284,148 |
| 5,038,236 |
| 2,748,493 |
| 431,331 |
| 435,016 |
| (135,158) |
| (30,294) |
| 8,328,814 |
| 5,442,958 | |||||
Operating costs without depreciation, amortization and impairment of Fixed and Intangible Assets |
| (3,523,481) |
| (3,603,261) |
| (2,104,182) |
| (293,377) |
| (337,610) |
| 117,761 |
| 30,294 |
| (5,803,279) |
| (3,910,577) | |||||
Adjusted EBITDA |
| 1,760,667 |
| 1,434,975 |
| 644,311 |
| 137,954 |
| 97,406 |
| (17,397) |
| — |
| 2,525,535 |
| 1,532,381 | |||||
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ICT Services provided in Argentina – | ||||||||||||
Personal Network | ||||||||||||
Year ended December 31, | ||||||||||||
2025 | | | 2024 | Total Change | ||||||||
| | P$ million | | | P$ | | | % | ||||
Mobile Services | 2,280,290 | 2,018,793 |
| 261,497 |
| 13.0 | ||||||
Internet Services | 1,343,007 | 1,317,402 |
| 25,605 |
| 1.9 | ||||||
Cable Television Services | 730,903 | 691,813 |
| 39,090 |
| 5.7 | ||||||
Fixed and Data Services | 569,178 | 648,736 |
| (79,558) |
| (12.3) | ||||||
Other services revenues | 109,584 | 38,352 |
| 71,232 |
| n/a | ||||||
Equipment revenues | 251,186 | 323,140 | (71,954) | (22.3) | ||||||||
Revenues | 5,284,148 | 5,038,236 | 245,912 | 4.9 | ||||||||
Operating costs without depreciation, amortization and impairment of Fixed and Intangible Assets | ||||||||||||
Employee benefit expenses and severance payments | (1,237,441) | (1,307,052) | 69,611 | (5.3) | ||||||||
Fees for services, maintenance, materials and supplies | (655,777) | (672,541) | 16,764 | (2.5) | ||||||||
Taxes and fees with the Regulatory Authority | (443,828) | (410,843) | (32,985) | 8.0 | ||||||||
Commissions and advertising | (227,669) | (208,927) | (18,742) | 9.0 | ||||||||
Programming and content costs | (301,703) | (272,109) | (29,594) | 10.9 | ||||||||
Other operating costs | (657,063) | (731,789) | 74,726 | (10.2) | ||||||||
Adjusted EBITDA | 1,760,667 | 1,434,975 | 325,692 | 22.7 | ||||||||
Revenues for ICT Services provided in Argentina – Personal Network are comprised as follows:
Mobile Services
Mobile services revenues in 2025 amounted to P$2,280,290 million, representing an increase of P$261,497 million, or 13%, as compared to 2024, and were the principal contributor to our total services revenues for ICT Services provided in Argentina – Personal Network for 2025 accounting for 45% of services revenues in 2025 compared to 43% in 2024. Mobile internet services revenues represented 98% of the mobile services revenues for the year ended December 31, 2025, and 2024.
The effect generated by the restatement in current currency as of December 31, 2025, included in Mobile services revenues amounted to P$254,754 million and P$749,297 million in 2025 and 2024, respectively.
This increase was mainly due to a 15.8% increase in ARPU, partially offset by a 7.8% decrease in the number of customers.
Personal’s ARPU amounted to P$9,081.9 for the year ended December 31, 2025, compared to P$7,840.3 for the year ended December 31, 2024. This increase was mainly explained by price increases. The effect generated by the restatement in current currency as of December 31, 2025, included in ARPU amounted to P$1,016.1 and P$2,906.3 as of December 31, 2025 and 2024, respectively.
Personal’s mobile customers amounted to 19.9 million and 21.6 million as of December 31, 2025, and 2024, respectively. The decrease is mainly due to: (a) a change implemented in 2025 for the prepaid customer base in the measurement of line useful life, which was reduced from 360 days to 242 days to consider the definitive disconnection since the last top-up date, resulting in a 10.7% reduction in the prepaid customer base; and (b) higher disconnections in postpaid customers, associated with changes in commercial strategies, with the postpaid customer base declining by 3.2%. As of December 31, 2025, 60% of total mobile customers were prepaid customers and 40% were postpaid customers, compared to 62% and 38%, respectively, as of December 31, 2024. Additionally, the average monthly churn rate amounted to 2.1% in 2025, compared to 1.4% in 2024.
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ARPU of Mobile Services in ICT Services provided in Argentina – Personal Network
A monthly operational measure used in the mobile services is ARPU, which we calculate by dividing adjusted total service revenues—excluding out collect wholesale roaming, cell site rental, reconnection fees revenues and others—(divided by 12 months) by the average number of customers during the year. ARPU is not a measure calculated in accordance with IFRS Accounting Standards and our measure of ARPU may not be calculated in the same manner as similarly titled measures used by other companies. Certain components of service revenues are excluded from Personal’s ARPU calculations presented in this Annual Report. Management believes this measure is helpful in assessing the development of the subscriber base of mobile services. The following table shows the reconciliation of total service revenues to such revenues included in the ARPU calculations of 2025 and 2024:
| Year ended December 31, | | Year ended December 31, | |
2025 | 2024 | |||
| (P$ million) | |||
Total Mobile service revenues | 2,280,290 | 2,018,793 | ||
Components of service revenues not included in the ARPU calculation: out collect wholesale roaming, cell sites rental, reconnection fees revenues and others | (2,554) | (16,520) | ||
Adjusted total service revenues included in the ARPU calculation | 2,277,736 | 2,002,273 | ||
Average number of customers during the year (millions) | 20.9 | 21.3 | ||
ARPU of Mobile Services – Personal Network | 9,081.9 | 7,840.3 | ||
Internet Services
Internet services revenues amounted to P$1,343,007 million in 2025 (equivalent to 27% and 28% of total services revenues for ICT Services provided in Argentina – Personal Network in 2025 and 2024, respectively), increasing P$25,605 million or 1.9%, as compared to P$1,317,402 million in 2024.
The effect generated by the restatement in current currency as of December 31, 2025, included in internet services revenues amounted to P$152,971 million and P$487,820 million in 2025 and 2024, respectively.
The increase in internet services revenues in 2025 was mainly due to the increase in the Broadband Internet access ARPU of 0.8% and a 3.2% increase in the customer base.
ARPU reached P$27,062.6 in 2025 as compared to P$26,860.4 in 2024. This increase in ARPU is mainly explained by price increases, partially offset by an increase in discounts granted to customers compared to 2024. The effect generated by the restatement in current currency as of December 31, 2025, included in ARPU amounted to P$2,929.7 and P$9,934.2 as of December 31, 2025 and 2024, respectively.
The customer base reached 4.2 million as of December 31, 2025, representing a 3.2% increase compared to December 31, 2024. The monthly Internet services churn rate stood at 1.2% in 2025 and 1.5% in 2024.
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ARPU of Internet Services in ICT Services provided in Argentina – Personal Network
A monthly operational measure used in the internet services is ARPU, which we calculate by dividing adjusted total service revenues - excluding connection and rehabilitation fees revenues and others - (divided by 12 months) by the average number of customers during the year. ARPU is not a measure calculated in accordance with IFRS Accounting Standards and our measure of ARPU may not be calculated in the same manner as similarly titled measures used by other companies. Certain components of service revenues are excluded from Internet’s ARPU calculations presented in this Annual Report. Management believes this measure is helpful in assessing the development of the subscriber base of internet services. The following table shows the reconciliation of total service revenues to such revenues included in the ARPU calculations of 2025 and 2024:
| Year ended December 31, | | Year ended December 31, | |
2025 | 2024 | |||
(P$ million) | ||||
Total Internet service revenues | 1,331,484 | 1,321,532 | ||
Components of service revenues not included in the ARPU calculation | — | — | ||
Adjusted total service revenues included in the ARPU calculation | 1,331,484 | 1,321,532 | ||
Average number of customers during the year (millions) | 4.1 | 4.0 | ||
ARPU of Internet service revenues – Personal Network | 27,062.6 | 26,860.4 | ||
Cable Television Services
Cable television service revenues amounted to P$730,903 million in 2025 (equivalent to 15% of total services revenues for ICT Services provided in Argentina – Personal Network in 2025 and 2024), increasing P$39,090 million or 5.7%, as compared to P$691,813 million in 2024.
The effect generated by the restatement in current currency as of December 31, 2025, included in cable television services revenues amounted to P$83,100 million and P$256,087 million in 2025 and 2024, respectively.
The increase in cable television service revenues in 2025 was mainly due to a 2.8% increase in ARPU and a 1.4% increase in the customer base.
The ARPU amounted to P$18,643.2 in 2025, compared to an ARPU of P$18,143.6 in 2024. The increase in ARPU reflects the impact of price increases implemented throughout the year. The effect generated by the restatement in current currency as of December 31, 2025 included in ARPU amounts to P$1,704.9 and P$6,456.3 as of December 31, 2025 and 2024, respectively
As of December 31, 2025, the customer base in Argentina amounted to 3.3 million customers, representing a 1.4% increase compared to 2024, driven by Flow Full and Flow Plus products. Flow Plus, which combines live TV, on-demand content, and streaming platforms in a flexible manner, was launched in June 2025 and began to be marketed as main product from the fourth quarter of 2025. Additionally, the average monthly churn rate amounted to 1.5% and 1.8% in 2025 and 2024, respectively.
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ARPU of Cable Television Services of ICT Services provided in Argentina – Personal Network
An important monthly operational measure used in the Cable Television services is ARPU, which we calculate by dividing adjusted total service revenues - excluding connection and administration fees, advertising services and others - (divided by 12 months) by the average number of customers during the year. ARPU is not a measure calculated in accordance with IFRS Accounting Standards and our measure of ARPU may not be calculated in the same manner as similarly titled measures used by other companies. Certain components of service revenues are excluded from Cable Television’s ARPU calculations presented in this Annual Report. Management believes this measure is helpful in assessing the development of the subscriber base of cable television services. The following table shows the reconciliation of total cable television service revenues to such revenues included in the ARPU calculations of 2025 and 2024:
| Year ended December 31, | | Year ended December 31, | |
2025 | 2024 | |||
(P$ million) | ||||
Total Cable television service revenues |
| 716,297 | 686,055 | |
Components of service revenues not included in the ARPU calculation: connection and reconnection fees and others | (400) | (751) | ||
Adjusted total service revenues included in the ARPU calculation | 715,897 | 685,304 | ||
Average number of customers during the year (millions) |
| 3.2 | 3.1 | |
ARPU of Cable Television Services – Personal Network |
| 18,643.2 | 18,143.6 | |
Fixed and Data Services
Revenues generated by fixed and data services amounted to P$569,178 million in 2025 (representing 11% and 14% of total services revenues for ICT Services provided in Argentina – Personal Network in 2025 and 2024, respectively) decreasing P$79,558 million, or 12.3%, as compared to P$648,736 million in 2024.
The effect generated by the restatement in current currency as of December 31, 2025, included in fixed and data services revenues amounted to P$63,923 million and P$248,500 million in 2025 and 2024, respectively.
The decrease was primarily attributable to the Company’s inability to adjust prices at a pace consistent with inflation, considering accumulated inflation of 31.5% over the last twelve months, while the customer base remained stable.
The customer base of fixed telephony services amounted to 2.7 million (of which 2.3 million are IP fixed telephony service base) in 2025, compared to 2.7 million in 2024 (of which 1.9 million are IP fixed telephony service base).
Other services revenues
Other services revenues generated by other services amounted to P$109,584 million in 2025 (equivalent to 2% and 1% of total services revenues for ICT Services provided in Argentina – Personal Network in 2025 and 2024, respectively), increasing P$71,232 million as compared to P$38,352 million in 2024.
The effect generated by the restatement in current currency as of December 31, 2025, included in other services revenues amounted to $10,675 million and $14,083 million in 2025 and 2024, respectively.
The increase in 2025 compared to 2024 is mainly due to interconnection services provided to the ICT Services segment in Argentina – TMA Network provided during 2025. These revenues are eliminated at the consolidated level as part of the consolidation process, as they constitute a transaction between subsidiaries.
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Equipment
Equipment revenues amounted to P$251,186 million in 2025 (representing 4.8% of total revenues for ICT Services provided in Argentina – Personal Network), decreasing P$71,954 million, or 22.3%, as compared to P$323,140 million in 2024.
The effect generated by the restatement in current currency as of December 31, 2025, included in equipment revenues amounted to P$30,192 million and P$116,713 million in 2025 and 2024, respectively.
The decrease was mainly due to the fact that the Company was unable to increase its prices to the same extent as the increase in inflation, partially offset by an increase in the number of handsets sold compared to 2024.
Operating costs (without depreciation, amortization and impairment of Fixed and Intangible Assets) for ICT Services provided in Argentina – Personal Network are comprised as follows:
Operating costs (without depreciation, amortization and impairment of Fixed and Intangible Assets) for ICT Services provided in Argentina – Personal Network totaled P$3,523,481 million in 2025, representing a decrease of P$79,780 million or 2.2% compared to P$3,603,261 million in 2024.
The effect generated by the restatement in current currency as of December 31, 2025, included in Operating costs (without depreciation, amortization and impairment of Fixed and Intangible Assets) amounted to P$453,616 million and P$1,391,905 million in 2025 and 2024, respectively.
Employee benefit expenses and severance payments
Employee benefit expenses and severance payments decreased P$69,611 million to P$1,237,441 million in 2025 as compared to P$1,307,052 million in 2024.
The effect generated by the restatement in current currency as of December 31, 2025, included in Employee benefit expenses and severance payments amounted to P$140,974 million and P$483,077 million in 2025 and 2024, respectively.
The decrease was mainly due to lower severance payments and a reduction in headcount of 6.7%, amounting to 18,085 employees as of December 31, 2025, and, partially offset by compensation increases for employees covered by collective bargaining agreements (as agreed by the Company with the various labor unions) as well as for employees not covered by such agreements.
Fees for services, maintenance, materials and supplies
Fees for services, maintenance, materials and supplies decreased P$16,764 million or 2.5%, amounting to P$655,777 million in 2025 as compared to P$672,541 million in 2024.
The effect generated by the restatement in current currency as of December 31, 2025, included in Fees for services, maintenance, materials and supplies amounted to P$93,997 million and P$279,499 million in 2025 and 2024, respectively.
The variation is mainly explained by the efficiency and management of resources through which fees for services decreased by P$15,492 million and maintenance and materials costs by P$3,164 million compared to 2024.
Taxes and fees with the Regulatory Authority
Taxes and fees with the Regulatory Authority, including turnover tax, municipal taxes and other taxes, increased P$32,985 million or 8.0%, amounting to P$443,828 million in 2025 as compared to P$410,843 million in 2024. Taxes and fees with the Regulatory Authority represent 8.4% and 8.2% of total revenues in 2025 and 2024, respectively.
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The effect generated by the restatement in current currency as of December 31, 2025, included in Taxes and fees with the Regulatory Authority amounted to P$49,872 million and P$152,324 million in 2025 and 2024, respectively.
The increase is mainly driven by the effect of tax charges arising from the higher revenue’s levels described above.
Commissions and advertising
Commissions and advertising increased P$18,742 million or 9.0%, amounting to P$227,669 million in 2025, as compared to P$208,927 million in 2024.
The effect generated by the restatement in current currency as of December 31, 2025, included in Commissions and advertising amounted to P$24,785 million and P$74,995 million in 2025 and 2024, respectively.
The increase is mainly due to higher advertising costs related to Flow campaigns (such as Flow Music, Flow Content, Flow Sports, among others). In addition, there was an increase in expenditure aimed at strengthening the positioning and visibility of the Personal brand.
Programming and content costs
Programming and content costs increased by P$29,594 million or 10.9%, amounting to P$301,703 million in 2025 as compared to P$272,109 million in 2024.
The effect generated by the restatement in current currency as of December 31, 2025, included in Programming and content costs amounted to P$33,898 million and P$99,687 million in 2025 and 2024, respectively.
The increase corresponds to the rise in Premium channel services, mainly in the Football Pack.
Other operating costs without depreciation, amortization and impairment of Fixed and Intangible Assets
Other operating expenses (which include legal claims and contingent liabilities, energy and other public services, insurance, rentals and internet capacity, interconnection and transmission costs, cost of equipment, among others) decreased P$74,726 million or 10.2%, amounting to P$657,063 million in 2025 as compared to P$731,789 million in 2024.
The effect generated by the restatement in current currency as of December 31, 2025, included in Other operating expenses amounts to P$110,090 million and P$302,323 million in 2025 and 2024, respectively.
The decrease is mainly explained by: i) lower costs of equipment sold ‒although the number of mobile devices sold increased compared to 2024, their costs did not increase in line with the accumulated inflation of 31.5% over the past twelve months; ii) lower interconnection costs were recorded, resulting from changes in contracting criteria associated with the new business dynamics, which allowed for optimization of link and site usage, together with lower traffic levels, partially offset by higher roaming costs; and iii) a reduction in bad debt expense, attributable to the continuation of the recovery actions implemented by the Company. These effects were partially offset by legal proceedings and other contingencies, as well as rental and internet capacity costs.
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| ● | ICT Services provided in Argentina – TMA Network |
ICT Services provided in Argentina – | |||
TMA Network | |||
From the acquisition date until December 31, 2025 | |||
P$ million | |||
Mobile Services | 1,625,205 | ||
Internet Services | 386,450 | ||
Cable Television Services | 96,327 | ||
Fixed and Data Services | 430,003 | ||
Other services revenues | 42,045 | ||
Equipment revenues | 168,463 | ||
Revenues | 2,748,493 | ||
Operating costs without depreciation, amortization and impairment of Fixed and Intangible Assets | |||
Employee benefit expenses and severance payments | (685,615) | ||
Fees for services, maintenance, materials and supplies | (360,546) | ||
Taxes and fees with the Regulatory Authority | (259,255) | ||
Commissions and advertising | (150,748) | ||
Programming and content costs | (111,810) | ||
Other operating costs | (536,208) | ||
Adjusted EBITDA | 644,311 |
Revenues for ICT Services provided in Argentina – TMA Network are comprised as follows:
Mobile Services
Mobile services revenues in 2025 amounted to P$1,625,205 million, representing 63% of total services revenues for ICT Services provided in Argentina – TMA Network.
The effect generated by the restatement in current currency as of December 31, 2025, included in Mobile services revenues amounted to P$152,749 million.
TMA’s ARPU amounted to P$8,175.7 for the period from the Acquisition date to December 31, 2025. The effect generated by the restatement in current currency as of December 31, 2025, included in ARPU amounted to P$769.
TMA’s mobile customers amounted to 19.1 million as of December 31, 2025, representing a 1.4% increase since the Acquisition date. Out of the total mobile customers as of December 31, 2025, 51% were prepaid customers and 49% were postpaid customers.
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ARPU of Mobile Services in ICT Services provided in Argentina – TMA Network
A monthly operational measure used in the mobile services is ARPU, which TMA calculates by dividing adjusted total service revenues—excluding out collect wholesale roaming, cell site rental, reconnection fees revenues and others by the average number of customers during the period. ARPU is not a measure calculated in accordance with IFRS Accounting Standards and TMA’s measure of ARPU may not be calculated in the same manner as similarly titled measures used by other companies. Certain components of service revenues are excluded from TMA’s ARPU calculations presented in this Annual Report. Management believes this measure is helpful in assessing the development of the subscriber base of mobile services. The following table shows the reconciliation of total service revenues to such revenues included in the ARPU calculations:
| Period from the | |
| Acquisition date to | |
| December 31, 2025 | |
| (P$ million) | |
Total Mobile service revenues |
| 1,625,205 |
Components of service revenues not included in the ARPU calculation: out collect wholesale roaming, cell sites rental, reconnection fees revenues and others |
| (63,654) |
Adjusted total service revenues included in the ARPU calculation |
| 1,561,551 |
Average number of customers during the year (millions) |
| 19.1 |
ARPU of Mobile Services – TMA Network |
| 8,175.7 |
Internet Services
Internet services revenues amounted to P$386,450 million since the Acquisition date, representing 15% of total services revenues for ICT Services provided in Argentina – TMA Network.
The effect generated by the restatement in current currency as of December 31, 2025, included in internet services revenues amounted to P$36,249 million.
During the period from the acquisition date to December 31, 2025, price increases were below inflation of 31.5%. The customer base as of December 31, 2025, was 1.6 million, representing a 4.9% increase over the period from the acquisition date through December 31, 2025.
ARPU reached P$24,192.3 in 2025 since the Acquisition date. The effect generated by the restatement in current currency as of December 31, 2025, included in ARPU amounted to P$2,269.2.
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ARPU of Internet Services in ICT Services provided in Argentina – TMA Network
A monthly operational measure used in internet services is ARPU, which TMA calculates by dividing adjusted total service revenues - excluding connection and rehabilitation fees revenues and others by the average number of customers during the period. ARPU is not a measure calculated in accordance with IFRS Accounting Standards and TMA’s measure of ARPU may not be calculated in the same manner as similarly titled measures used by other companies. Certain components of service revenues are excluded from Internet’s ARPU calculations presented in this Annual Report. Management believes this measure is helpful in assessing the development of the subscriber base of internet services. The following table shows the reconciliation of total service revenues to such revenues included in the ARPU calculations:
| Period from the | |
| Acquisition date to | |
| December 31, 2025 | |
| (P$ million) | |
Total Internet service revenues |
| 386,450 |
Components of service revenues not included in the ARPU calculation |
| — |
Adjusted total service revenues included in the ARPU calculation |
| 386,450 |
Average number of customers during the year (millions) |
| 1.6 |
ARPU of Internet service revenues – TMA Network |
| 24,192.3 |
Cable Television Services
Cable television service revenues amounted to P$96,327 million for the period from the Acquisition date to December 31, 2025, representing 3.7% of total services revenues for ICT Services provided in Argentina – TMA Network.
The effect generated by the restatement in current currency as of December 31, 2025, included in cable television services revenues amounted to P$9,220 million.
The customer base amounted to 0.4 million for the period from the Acquisition date to December 31, 2025, representing a 6.8% decrease since the Acquisition date.
ARPU amounted to P$23,800.1 for the period from the Acquisition date to December 31, 2025. The effect generated by the restatement in current currency as of December 31, 2025, included in ARPU amounts to P$2,277.4.
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ARPU of Cable Television Services of ICT Services provided in Argentina – TMA Network
An important monthly operational measure used in the Cable Television services is ARPU, which TMA calculates by dividing adjusted total service revenues - excluding connection and administration fees, advertising services and others by the average number of customers during the period. ARPU is not a measure calculated in accordance with IFRS Accounting Standards and TMA’s measure of ARPU may not be calculated in the same manner as similarly titled measures used by other companies. Certain components of service revenues are excluded from Cable Television’s ARPU calculations presented in this Annual Report. Management believes this measure is helpful in assessing the development of the subscriber base of cable television services. The following table shows the reconciliation of total cable television service revenues to such revenues included in the ARPU calculations:
| Period from the | |
| Acquisition date to | |
| December 31, 2025 | |
| (P$ million) | |
Total Cable television service revenues |
| 96,327 |
Components of service revenues not included in the ARPU calculation: connection and reconnection fees and others |
| (72) |
Adjusted total service revenues included in the ARPU calculation |
| 96,255 |
Average number of customers during the year (millions) |
| 0.4 |
ARPU of Cable Television Services in Argentina – TMA Network |
| 23,800.1 |
Fixed and Data Services
Revenues generated by fixed and data services amounted to P$430,003 million in 2025 for the period from the Acquisition date to December 31, 2025, representing 16.7% of total services revenues for ICT Services provided in Argentina – TMA Network since the Acquisition date.
The effect generated by the restatement in current currency as of December 31, 2025, included in fixed and data services revenues amounted to P$46,653 million.
The customer base amounted to 2.1 million as of December 31, 2025, of which 1.6 million were IP customers.
Other services revenues
Other services revenues amounted to P$42,045 million in 2025 for the period from the Acquisition date to December 31, 2025. This mainly corresponds to interconnection services provided to the segment ICT Services provided in Argentina – Personal Network. These sales are eliminated at the consolidated level as part of the consolidation process, as they represent an intercompany transaction between subsidiaries.
The effect generated by the restatement in current currency as of December 31, 2025, included in other services revenues amounted to $3,808 million.
Equipment
Equipment revenues amounted to P$168,463 million in 2025 for the period from the Acquisition date to December 31, 2025, representing 6.1% of total revenues for ICT Services provided in Argentina – TMA Network since the Acquisition date.
The effect generated by the restatement in current currency as of December 31, 2025, included in equipment revenues amounted to P$17,100 million.
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Operating costs (without depreciation, amortization and impairment of Fixed and Intangible Assets) for ICT Services provided in Argentina – TMA Network are comprised as follows:
Operating costs (without depreciation, amortization and impairment of Fixed and Intangible Assets) for ICT Services provided in Argentina – TMA Network totaled P$2,104,182 million in 2025.
The effect generated by the restatement in current currency as of December 31, 2025, included in Operating costs (without depreciation, amortization and impairment of Fixed and Intangible Assets) amounted to P$244,947 million.
Employee benefit expenses and severance payments
Employee benefit expenses and severance payments amounted to P$685,615 million for the period from the Acquisition date to December 31, 2025, which includes P$157,349 million related to restructuring costs.
The effect generated by the restatement in current currency as of December 31, 2025, included in Employee benefit expenses and severance payments amounted to P$65,877 million.
Fees for services, maintenance, materials and supplies
Fees for services, maintenance, materials and supplies amounted to P$360,546 million for the period from the Acquisition date to December 31, 2025, with the most significant items being consulting, advisory and surveillance fees, as well as maintenance costs.
The effect generated by the restatement in current currency as of December 31, 2025, included in Fees for services, maintenance, materials and supplies amounted to P$35,240 million.
Taxes and fees with the Regulatory Authority
Taxes and fees with the Regulatory Authority, including turnover tax, municipal taxes and other taxes, amounted to P$259,255 million for the period from the Acquisition date to December 31, 2025, representing 12.3% of total operating costs from ICT Services provided in Argentina - TMA Network. This expense is closely related to the impact of taxes applicable to related sales and mainly includes turnover tax and fees to the Regulatory Authority.
The effect generated by the restatement in current currency as of December 31, 2025, included in Taxes and fees with the Regulatory Authority amounted to P$24,819 million.
Commissions and advertising
Commissions and advertising amounted to P$150,748 million for the period from the Acquisition date to December 31, 2025, consisting primarily of collection fees.
The effect generated by the restatement in current currency as of December 31, 2025, included in Commissions and advertising amounted to P$14,658 million.
Programming and content costs
Programming and content costs amounted to P$111,810 million for the period from the Acquisition date to December 31, 2025, consisting primarily of signal fees.
The effect generated by the restatement in current currency as of December 31, 2025, included in Programming and content costs amounted to P$10,598 million.
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Other operating costs without depreciation, amortization and impairment of Fixed and Intangible Assets
Other operating expenses amounted to P$536,208 million for the period from the Acquisition date to December 31, 2025, with the most significant costs being interconnection and transmission costs and the cost of equipment sold. Other operating expenses also include legal claims and other contingent liabilities, energy and other public services, insurance, rentals and internet capacity, among others.
The effect generated by the restatement in current currency as of December 31, 2025, included in Other operating expenses amounts to P$93,755 million.
| ● | Other segments |
Other segments | |||||||||
Year ended December 31, | Total Change | ||||||||
2025 | 2024 | ||||||||
| P$ million | | P$ | | | % | |||
Mobile Services |
| 186,667 | 190,351 | (3,684) | (1.9) | ||||
Internet Services |
| 79,070 | 73,089 | 5,981 | 8.2 | ||||
Cable Television Services |
| 87,816 | 97,656 | (9,840) | (10.1) | ||||
Fixed and Data Services |
| 12,347 | 10,594 | 1,753 | 16.5 | ||||
Other services revenues |
| 58,309 | 52,940 | 5,369 | 10.1 | ||||
Equipment revenues |
| 7,122 | 10,386 | (3,264) | (31.4) | ||||
Revenues |
| 431,331 | 435,016 | (3,685) | (0.8) | ||||
Operating costs without depreciation, amortization and impairment of Fixed and Intangible Assets |
| | | | | ||||
Employee benefit expenses and severance payments |
| (38,041) | (39,685) | 1,644 | (4.1) | ||||
Fees for services, maintenance, materials and supplies |
| (57,824) | (58,459) | 635 | (1.1) | ||||
Taxes and fees with the Regulatory Authority |
| (17,405) | (17,509) | 104 | (0.6) | ||||
Commissions and advertising |
| (65,830) | (100,717) | 34,887 | (34.6) | ||||
Programming and content costs |
| (37,185) | (42,314) | 5,129 | (12.1) | ||||
Other operating |
| (77,092) | (78,926) | 1,834 | (2.3) | ||||
Adjusted EBITDA |
| 137,954 | 97,406 | 40,548 | 41.6 | ||||
Revenues for Other segments are comprised as follows:
Mobile Services
Mobile services revenues in 2025 amounted to P$186,667 million (a decrease of P$3,684 million or 1.9% as compared to 2024), remaining our primary business line in terms of services revenues (44% of total services revenues from Other segments in 2025 as compared to 44.8% in 2024). These revenues correspond to services provided in Paraguay.
The effect generated by the restatement in current currency as of December 31, 2025, included in Mobile services revenues amounted to P$19,996 million and P$74,135 million in 2025 and 2024, respectively.
The decrease in 2025 compared to 2024 was primarily attributable to a decrease in ARPU, mainly driven by lower top-up levels from prepaid customers. This effect is partially offset by the appreciation of the Guaraní against the Argentine peso in real terms (40.1% over the last twelve months), compared to an accumulated inflation rate of 31.5% in 2025.
Paraguay’s ARPU amounted to P$5,886.9 for the year ended December 31, 2025 (compared to P$6,516.9 for the year ended December 31, 2024), representing a 9.7% decrease.
Our customer base in Paraguay remained stable at 2.6 million as of December 31, 2025, and 2024. As of December 31, 2025, 70% of our customers were prepaid and 30% were postpaid, compared to 73% prepaid and 27% postpaid as of December 31, 2024. Average monthly churn reached 2.6% in 2025 compared to 2.7% in 2024.
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Internet Services
Internet services revenues amounted to P$79,070 million in 2025 (equivalent to 18.6% of total services revenues from Other segments), representing an increase of P$5,981 million or 8.2%, compared to P$73,089 million in 2024.
The effect generated by the restatement in current currency as of December 31, 2025, included in internet services revenues amounted to P$8,379 million and P$28,162 million in 2025 and 2024, respectively.
These revenues include P$78,771 million from services provided in Paraguay and P$299 million from services provided in Uruguay.
The increase in sales is attributable to the appreciation of the Guaraní against the Argentine peso in real terms (40.1% over the last twelve months), compared to an accumulated inflation rate for the fiscal year of 31.5% and the increase in the customer base of 10.1%, as a result of commercial efforts to capture new customers.
The total customer base considering Paraguay and Uruguay amounted to 0.3 million as of December 31 2025 and 2024, respectively.
Cable Television Services
Cable television service revenues amounted to P$87,816 million in 2025 (equivalent to 20.7% of total services revenues from Other segments), representing a decrease of P$9,840 million or 10.1% compared to P$97,656 million in 2024.
The effect generated by the restatement in current currency as of December 31, 2025, included in cable television services revenues amounted to P$9,798 million and P$38,059 million in 2025 and 2024, respectively.
For the years ended December 31, 2025 and 2024, these revenues include P$63,075 million and P$72,587 million, respectively from services provided in Uruguay and P$24,741 million and P$25,069 million, respectively from services provided in Paraguay.
The decrease in cable television service revenues in Uruguay is attributable to a 10.4% reduction in the customer base, mainly due to customer migration to streaming and OTT platforms and increased competitive pressure. This decrease was partially offset by price increases implemented during the year and by the appreciation of the Uruguayan peso against the Argentine peso (57.5% over the last twelve months), compared to an accumulated inflation rate for the fiscal year of 31.5%.
The decrease in cable television service revenues in Paraguay is attributable to a 1.9% reduction in the customer base, partially offset by price increases and by the appreciation of the Guaraní against the Argentine peso (40.1% over the last twelve months), compared to an accumulated inflation rate for the fiscal year of 31.5%.
Fixed and Data Services
Revenues generated by fixed and data services amounted to P$12,347 million in 2025 (equivalent to 2.9% of total services revenues from Other segments), representing an increase of P$1,753 million or 16.5% as compared to P$10,594 million in 2024.
The effect generated by the restatement in current currency as of December 31, 2025, included in fixed and data services revenues amounted to P$1,347 million and P$3,993 million in 2025 and 2024, respectively.
These revenues include P$11,710 million from services provided in USA and P$637 million from services provided in Paraguay.
Other services revenues
Other services revenues generated by other services amounted to P$58,309 million in 2025 (equivalent to 13.7% of total services revenues from Other segments), representing an increase of P$5,369 million or 10.1% as compared to P$52,940 million in 2024.
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The effect generated by the restatement in current currency as of December 31, 2025, included in other services revenues amounted to $6,455 million and $19,288 million in 2025 and 2024, respectively.
These services mainly include revenues related to fintech services, administrative fees, and advertising space sales, among others.
The variation was primarily driven by the increase in fintech services in Argentina, mainly due to the growth in the adoption of the “Personal Pay” digital wallet and the expansion in the number of users, which reached 4.7 million in 2025 compared to 3.6 million in 2024, representing a 28.8% increase.
On January 22, 2026, Telecom Argentina, together with its subsidiaries Micro Fintech Holding and Micro Sistemas, entered into a framework agreement with Banco Macro, pursuant to which Banco Macro made a capital contribution and, as a result, subscribed for shares representing 50% of the share capital and voting rights of Micro Sistemas. For additional information, see “Item 4—Information on the Company—Recent Developments—Agreement between Telecom Argentina, Micro Fintech Holding and Micro Sistemas with Banco Macro S.A.”
Equipment
Equipment revenues amounted to P$7,122 million in 2025, representing a decrease of P$3,264 million or 31.4% as compared to P$10,386 million in 2024. These revenues correspond to equipment sold in Paraguay.
The effect generated by the restatement in current currency as of December 31, 2025, included in equipment revenues amounted to P$726 million and P$4,464 million in 2025 and 2024, respectively.
Operating costs (without depreciation, amortization and impairment of Fixed and Intangible Assets) for Other segments are comprised as follows:
Operating costs (without depreciation, amortization and impairment of Fixed and Intangible Assets) for Other segments totaled P$293,377 million in 2025, representing a decrease of P$44,233 million or 13.1% compared to 2024.
The effect generated by the restatement in current currency as of December 31, 2025, included in Operating costs (without depreciation, amortization and impairment of Fixed and Intangible Assets) amounted to P$33,919 million and P$130,512 million in 2025 and 2024, respectively.
Employee benefit expenses and severance payments
Employee benefit expenses and severance payments decreased by P$1,644 million, or 4.1%, to P$38,041 million in 2025 as compared to P$39,685 million in 2024, and mainly correspond to salary expenses, social security contributions and bonuses in Paraguay and Uruguay.
The effect generated by the restatement in current currency as of December 31, 2025, included in Employee benefit expenses and severance payments amounted to P$4,148 million and P$15,235 million in 2025 and 2024, respectively.
Fees for services, maintenance, materials and supplies
Fees for services, maintenance, materials and supplies decreased P$635 million or 1.1%, amounting to P$57,824 million in 2025 as compared to P$58,459 million in 2024. The variation is mainly explained by efficiency measures and resources management, under which maintenance and materials costs decreased by P$4,548 million, partially offset by an increase in service fees of P$3,933 million compared to 2024. These costs mainly relate to Paraguay and the Fintech business.
The effect generated by the restatement in current currency as of December 31, 2025, included in Fees for services, maintenance, materials and supplies amounted to P$6,184 million and P$22,620 million in 2025 and 2024, respectively.
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Taxes and fees with the Regulatory Authority
Taxes and fees with the Regulatory Authority, including turnover tax, municipal taxes and other taxes, decreased P$104 million or 0.6%, amounting to P$17,405 million in 2025 compared to P$17,509 million in 2024. The decrease was mainly due to the decrease in revenues in 2025. Taxes and fees with the Regulatory Authority represent 4% of total revenues in 2025 and 2024.
The effect generated by the restatement in current currency as of December 31, 2025, included in Taxes and fees with the Regulatory Authority amounted to P$1,972 million and P$6,578 million in 2025 and 2024, respectively.
Commissions and advertising
Commissions and advertising decreased P$34,887 million or 34.6%, amounting to P$65,830 million in 2025, as compared to P$100,717 million in 2024. The decrease is mainly due to lower advertising costs related to Personal Pay campaigns in the fintech services.
The effect generated by the restatement in current currency as of December 31, 2025, included in Commissions and advertising amounted to P$8,447 million and P$38,240 million in 2025 and 2024, respectively.
Programming and content costs
Programming and content costs decreased by P$5,129 million or 12.1%, amounting to P$37,185 million in 2025 as compared to P$42,314 million in 2024. The decrease is the result of commercial efficiencies, partially offset by price increases in almost all channels. These costs mainly relate to Uruguay and Paraguay.
The effect generated by the restatement in current currency as of December 31, 2025, included in Programming and content costs amounted to P$4,170 million and P$16,744 million in 2025 and 2024, respectively.
Other operating costs without depreciation, amortization and impairment of Fixed and Intangible Assets
Other operating expenses (which mainly include interconnection and transmission costs, rentals and internet capacity, cost of equipment sold and bad debt expenses, among others) decreased P$1,834 million or 2.3%, amounting to P$77,092 million in 2025 as compared to P$78,926 million in 2024. These costs related to Paraguay, Uruguay, USA and the Fintech services.
The effect generated by the restatement in current currency as of December 31, 2025, included in Other operating expenses amounts to P$8,998 million and P$31,095 million in 2025 and 2024, respectively.
| ● | Eliminations |
Eliminations represent services and costs incurred between reportable segments. These transactions are eliminated at the consolidated level but reported within each individual segment. They mainly relate to interconnection services provided between Telecom Argentina and TMA, and to foreign subsidiaries.
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(A.2) 2024 Compared to 2023
As of December 31, 2024, Telecom carried out its activities in Argentina and abroad (Paraguay, Uruguay, the United States and Chile). These operations were not analyzed as a separate segment by the Executive Committee and the CEO, who analyzed the consolidated information from Telecom Argentina and its ICT services subsidiaries (in currency of the transaction’s dates) treating all operations as a single segment. Additionally, Telecom, through Micro Sistemas, developed activities in the fintech industry in Argentina. The operations that Telecom developed through Micro Sistemas, and those developed abroad, were not analyzed as a separate segment by the Executive Committee and the CEO, considering that they are not considered as individually significant. These operations do not meet the aggregation criteria established by the standard to be grouped within the “ICT Services in Argentina” segment and considering that they do not exceed any of the quantitative thresholds identified in the standard to qualify as reportable segments, they are grouped within the category “Other segments.”
Since operations of Fintech Services and abroad were not material, the explanations set forth below reflect mainly developments and information attributable to our ICT services in Argentina.
| Year ended | | | | | |||
December 31, | ||||||||
| 2024 | | 2023 | | Total Change | |||
| (P$ million) | % | (P$ million) | |||||
Revenues | 5,442,958 |
| 5,898,611 |
| (7.7) |
| (455,653) | |
Operating costs (without depreciation, amortization and impairment of Fixed and Intangible Assets) | (3,910,577) |
| (4,238,842) |
| (7.7) |
| 328,265 | |
Depreciation, amortization and impairment of Fixed and Intangible Assets |
| (1,725,057) |
| (2,018,038) |
| (14.5) |
| 292,981 |
Operating loss | (192,676) |
| (358,269) |
| (46.2) |
| 165,593 | |
Losses from associates and joint ventures | (15,094) |
| (5,408) |
| n/a |
| (9,686) | |
Financial results from borrowings | 1,914,786 |
| (1,817,071) |
| n/a |
| 3,731,857 | |
Other financial results, net | 190,451 |
| 496,492 |
| (61.6) |
| (306,041) | |
Income tax (loss) benefit | (538,237) |
| 968,990 |
| n/a |
| (1,507,227) | |
Net income (loss) | 1,359,230 |
| (715,266) |
| n/a |
| 2,074,496 | |
Net income (loss) attributable to: |
|
|
| |||||
Telecom Argentina (Controlling Company) | 1,331,805 |
| (738,306) |
| n/a |
| 2,070,111 | |
Non-controlling interest | 27,425 |
| 23,040 |
| 19.0 |
| 4,385 | |
Adjusted EBITDA (1) | 1,532,381 | 1,659,769 | (7.7) | (127,388) | ||||
| (1) | Adjusted EBITDA is a non-GAAP measure, defined as our net (loss) income less income tax, financial results (Financial results from borrowings and other financial results, net), earnings (losses) from associates and joint ventures, and depreciation, amortization and impairment of Fixed and Intangible Assets. For further information on the use of Adjusted EBITDA, see “—Adjusted EBITDA” below. |
In 2024, net income amounted to P$1,359,230 million, representing 25% of consolidated revenues. The increase in net income in 2024 compared to 2023 was mainly due to an increase in positive financial results of P$3,425,816 million, partially offset by an increase in income tax loss of P$1,507,227 million.
In 2024, Adjusted EBITDA totaled P$1,532,381 million, representing 28.2% of consolidated revenues. The decrease in 2024 compared to 2023 was mainly due to a decrease in consolidated revenues of P$455,653 million, partially offset by the decrease in operating costs (without depreciation, amortization and impairment of Fixed and Intangible Assets) of P$328,265 million.
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Revenues
| Year ended | | | | | |||
December 31, | ||||||||
| 2024 | | 2023 | | Total Change | |||
| (P$ million) | % | (P$ million) | |||||
Mobile Services |
| 2,209,144 |
| 2,376,379 |
| (7.0) |
| (167,235) |
Internet Services |
| 1,390,491 |
| 1,288,819 |
| 7.9 |
| 101,672 |
Cable Television Services |
| 789,469 |
| 1,040,921 |
| (24.2) |
| (251,452) |
Fixed and Data Services |
| 659,330 |
| 699,002 |
| (5.7) |
| (39,672) |
Other services revenues |
| 60,998 |
| 54,714 |
| 11.5 |
| 6,284 |
Services Revenues |
| 5,109,432 |
| 5,459,835 |
| (6.4) |
| (350,403) |
Equipment revenues |
| 333,526 |
| 438,776 |
| (24.0) |
| (105,250) |
Revenues |
| 5,442,958 |
| 5,898,611 |
| (7.7) |
| (455,653) |
During 2024, total consolidated revenues decreased by 7.7%, amounting to P$5,442,958 million compared to P$5,898,611 million in 2023.
Despite increased demand for services, consolidated revenues decreased mainly due to the 117.8% inflation rate over the past twelve months, as the Company and other competitors in the ICT industry did not transfer the totality of this inflation to its prices.
Services revenues amounted to P$5,109,432 million in 2024, decreasing 6.4% as compared to P$5,459,835 million in 2023 and represented 93.9% of consolidated revenues. Equipment revenues amounted to P$333,526 million in 2024 as compared to P$438,776 million in 2023 and represented 6.1% of consolidated revenues.
The effect generated by the restatement in current currency as of December 31, 2025, increased consolidated revenues by P$2,029,239 million and P$4,768,781 million in 2024 and 2023, respectively.
Consolidated revenues for 2024 and 2023 are comprised as follows:
Mobile Services
Mobile services revenues in 2024 amounted to P$2,209,144 million (a decrease of P$167,235 million or 7.0% as compared to 2023), being the principal contributor to our total services revenues for 2024 (43.2% of consolidated services revenues in 2024 as compared to 43.5% in 2023). Mobile internet services revenues represented 95% of the mobile services revenues as of December 31, 2024 and 2023.
The effect generated by the restatement in current currency as of December 31, 2025, included in Mobile services revenues amounted to P$823,432 million and P$1,921,758 million in 2024 and 2023, respectively.
Mobile services revenues ICT Services provided in Argentina – Personal Network amounted to P$2,018,793 million (a decrease of P$167,061 million as compared to 2023). This decrease was mainly due to a 10.4% decrease in the ARPU, partially offset by a 3.0% increase in the number of customers.
Personal’s ARPU amounted to P$7,840.3 for the year ended December 31, 2024 (compared to P$8,754.7 for the year ended December 31, 2023). This decrease was mainly explained by the fact that, as a consequence of the 117.8% inflation in Argentina, the Company (and other competitors in the ICT industry) was unable to increase its prices during 2024 to the same extent as the increase in inflation (the effect generated by the restatement in current currency as of December 31, 2025 included in ARPU amounted to P2,906.3 and P$7,081.0 as of December 31, 2024 and 2023, respectively). Additionally, the decrease in ARPU is also explained by the fact that we granted greater discounts to customers in order to maintain the customer base, considering the intense competition in the market and an increase in customers of prepaid services of 4.2% (which have a lower ARPU than postpaid customers).
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Personal’s mobile customers amounted to 21.6 million and 21.0 million as of December 31, 2024, and 2023, respectively. Out of the total mobile customers as of December 31, 2024, 62% were prepaid customers and 38% were postpaid customers, whereas as of December 31, 2023, 61% were prepaid customers and 39% were postpaid customers. During 2024, we observed a change in customer behavior, resulting in an increase of 4.2% in prepaid services customers and 0.9% in the postpaid services customers. Additionally, the average churn rate per month amounted to 1.4% in 2024 (compared to a 1.8% average in 2023).
ARPU of Mobile Services – ICT Services provided in Argentina – Personal Network
A monthly operational measure used in the mobile services is ARPU, which we calculate by dividing adjusted total service revenues—excluding out collect wholesale roaming, cell site rental, reconnection fees revenues and others—(divided by 12 months) by the average number of customers during the year. ARPU is not a measure calculated in accordance with IFRS Accounting Standards and our measure of ARPU may not be calculated in the same manner as similarly titled measures used by other companies. Certain components of service revenues are excluded from Personal’s ARPU calculations presented in this Annual Report. Management believes this measure is helpful in assessing the development of the subscriber base of mobile services. The following table shows the reconciliation of total service revenues to such revenues included in the ARPU calculations of 2024 and 2023:
| Year ended December 31, | | Year ended December 31, | |
2024 | 2023 | |||
| (P$ million) | |||
Total Mobile service revenues Network | 2,018,793 |
| 2,185,854 | |
Components of service revenues not included in the ARPU calculation: out collect wholesale roaming, cell sites rental, reconnection fees revenues and others | (16,520) | (18,071) | ||
Adjusted total service revenues included in the ARPU calculation | 2,002,273 | 2,167,783 | ||
Average number of customers during the year (millions) | 21.3 | 20.6 | ||
ARPU of Mobile Services - ICT Services provided in Argentina - Personal Network | 7,840.3 | 8,754.7 | ||
Mobile services revenues generated in Paraguay amounted to P$190,351 million in 2024 (compared to P$190,525 million in 2023, representing a 0.1% decrease). This variation was mainly due to the decrease in Núcleo’s ARPU of 15.0%, partially offset by an increase of a 10.6% in the customer base.
Núcleo’s ARPU amounted to P$6,516.9 for the year ended December 31, 2024 (compared to P$7,663.2 for the year ended December 31, 2023). The decrease in ARPU was mainly due to the fact that we granted greater discounts to customers in order to maintain the customer base, considering the intense competition.
Núcleo’s customer amounted to 2.6 million and 2.3 million as of December 31, 2024, and 2023, respectively. Out of the total mobile customers as of December 31, 2023, 73% were prepaid customers and 27% were postpaid customers, whereas as of December 31, 2023, 76% were prepaid customers, and 24% were postpaid customers. Additionally, the average churn rate per month amounted to 2.7% and 2.9% in 2024 and 2023, respectively.
Internet Services
Internet services revenues amounted to P$1,390,491 million in 2024 (equivalent to 27.2% of total consolidated services revenues), increasing P$101,672 million or 7.9% as compared to P$1,288,819 million in 2023. The effect generated by the restatement in current currency as of December 31, 2025, included in internet services revenues amounted to P$515,982 million and P$1,039,317 million in 2024 and 2023, respectively.
The increase in internet services revenues in 2024 was mainly due to the increase in the Broadband Internet access ARPU of 8.1%.
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The ARPU reached P$26,860.4 in 2024 as compared to P$24,841.1 in 2023. This increase in ARPU is mainly explained by the fact we granted less discounts to customers in these services. The effect generated by the restatement in current currency as of December 31, 2025, included in ARPU amounted to P$9,934.2 and P$20,015.7 as of December 31, 2024 and 2023, respectively.
The customer base remained stable, which was a product of the Company’s efforts to maintain the customer base, considering the intense competition. Additionally, the churn rate per month amounted to 1.5% in 2024 and 1.8% in 2023.
ARPU of Internet Services - ICT Services provided in Argentina - Personal Network
A monthly operational measure used in the internet services is ARPU, which we calculate by dividing adjusted total service revenues - excluding connection and rehabilitation fees revenues and others - (divided by 12 months) by the average number of customers during the year. ARPU is not a measure calculated in accordance with IFRS Accounting Standards and our measure of ARPU may not be calculated in the same manner as similarly titled measures used by other companies. Certain components of service revenues are excluded from Internet’s ARPU calculations presented in this Annual Report. Management believes this measure is helpful in assessing the development of the subscriber base of internet services. The following table shows the reconciliation of total service revenues to such revenues included in the ARPU calculations of 2024 and 2023:
Year ended December 31, | | Year ended December 31, | ||
2024 | 2023 | |||
| (P$ million) | |||
Total Internet service revenues | 1,310,927 |
| 1,218,833 | |
Components of service revenues not included in the ARPU calculation | — | — | ||
Adjusted total service revenues included in the ARPU calculation | 1,310,927 | 1,218,833 | ||
Average number of customers during the year (millions) | 4.0 | 4.1 | ||
ARPU of Internet service revenues in Argentina - ICT Services provided in Argentina - Personal Network | 26,860.4 | 24,841.1 | ||
Cable Television Services
Cable television service revenues amounted to P$789,469 million in 2024 (equivalent to 15.5% of total consolidated services revenues), decreasing P$251,452 million or 24.2% as compared to revenues in 2023. The effect generated by the restatement in current currency as of December 31, 2025, included in cable television services revenues amounted to P$294,146 million and P$844,987 million in 2024 and 2023, respectively.
The decrease in cable television service revenues in 2024 was mainly due to the decrease in ARPU, a 26.3% decrease compared to 2023, partially offset by a 1.9% increase in the customer base compared to 2023.
The ARPU amounted to P$18,143.6 for the year ended December 31, 2024, compared to an ARPU of P$24,610.8 for the year ended December 31, 2023. The decreased is mainly explained since inflation during 2024 amounted to 117.8%, the Company (and other competitors in the ICT industry) was unable to increase its prices during 2024 to the same extent as the increase in inflation (the effect generated by the restatement in current currency as of December 31, 2025 included in ARPU amounts to P$6,456.3 and P$19,991.6 as of December 31, 2024 and 2023, respectively). Additionally, greater commercial discounts have been applied as part of the customer retention strategy.
As of December 31, 2024, the customer base for ICT Services provided in Argentina – Personal Network amounted to 3.2 million customers, increasing by 2.0% compared to 2023, leveraged by Flow Full and Flow Flex products, where from the third quarter of 2024, Flow Flex, began to be marketed as main product. Out of the total customers as of December 31, 2024, 1.5 million were Flow’s customer base and 1.1 million were Premium Package’s customer base, whereas as of December 31, 2023, 1.4 million were Flow’s customer base and 1.2 were Premium Package’s customer base. Additionally, the average churn rate per month amounted to 1.8% in 2024 and 2023.
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ARPU of Cable Television Services - ICT Services provided in Argentina – Personal Network
An important monthly operational measure used in the Cable Television services is ARPU, which we calculate by dividing adjusted total service revenues - excluding connection and administration fees, advertising services and others - (divided by 12 months) by the average number of customers during the year. ARPU is not a measure calculated in accordance with IFRS Accounting Standards and our measure of ARPU may not be calculated in the same manner as similarly titled measures used by other companies. Certain components of service revenues are excluded from Cable Television’s ARPU calculations presented in this Annual Report. Management believes this measure is helpful in assessing the development of the subscriber base of cable television services. The following table shows the reconciliation of total cable television service revenues to such revenues included in the ARPU calculations of 2024 and 2023:
| Year ended December 31, | | Year ended December 31, | |
2024 | 2023 | |||
(P$ million) | ||||
Total Cable television service revenues | 686,055 |
| 936,318 | |
Components of service revenues not included in the ARPU calculation: connection and reconnection fees and others | (751) | (2,536) | ||
Adjusted total service revenues included in the ARPU calculation | 685,304 | 933,782 | ||
Average number of customers during the year (millions) | 3.1 | 3.1 | ||
ARPU of Cable Television Services in Argentina - ICT Services provided in Argentina - Personal Network | 18,143.6 | 24,610.8 | ||
Fixed and Data Services
Revenues generated by fixed and data services amounted to P$659,330 million in 2024 (representing 12.9% of our total consolidated services revenues) decreasing P$39,672 million or 5.7% as compared to P$699,002 million in 2023. The effect generated by the restatement in current currency as of December 31, 2024, included in fixed and data services revenues amounted to P$252,493 million and P$563,939 million in 2024 and 2023, respectively.
The decrease in fixed and data services in 2024 was mainly due to a decrease in ARPU, decreasing 1.1% as compared to 2023, and a decrease in the customer base of 7.6% compared to 2023, partially offset by the appreciation of data service subscriptions that are agreed in U.S. dollars.
The customer base of fixed telephony services amounted to 2.7 million (of which 1.9 million are IP fixed telephony service base) in 2024, compared to 2.9 million in 2023. The customer base decreased mainly due to changes in the consumption behaviour of customers.
Other services revenues
Other services revenues generated by other services amounted to $60,998 million in 2024, increasing $6,284 million or 11.5% compared to 2023. The effect generated by the restatement in current currency as of December 31, 2024, included in other services revenues amounted to $22,009 million and $43,845 million in 2024 and 2023, respectively.
These services include mainly revenues related to Fintech Services, revenues from billing remuneration and collection management on behalf of third parties, administrative revenues and revenues from the sale of advertising space, among others.
The increase in other services revenue in 2024 was mainly due to the increase in Fintech Services in Argentina, principally due to the growth in the use of the “Personal Pay” digital wallet and the increase in the number of users, which amounted to 3.6 million and 2.0 million in 2024 and 2023, respectively.
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Equipment
Equipment revenues amounted to P$333,526 million in 2024 (representing 6.1% of our total consolidated revenues) decreasing P$105,250 million or 24.0% as compared to 2023.
The effect generated by the restatement in current currency as of December 31, 2025, included in equipment revenues amounted to P$121,177 million and P$354,935 million in 2024 and 2023, respectively.
The decrease was mainly due to a lower number of handsets sold compared to 2023 (14%).
Operating costs (without depreciation, amortization and impairment of Fixed and Intangible Assets)
Year ended December 31, | | | ||||||||||
| 2024 | | 2023 | | Total Change | |||||||
| (P$ million) | % | | (P$ million) | ||||||||
Employee benefit expenses and severance payments | (1,346,737) |
| (1,473,756) |
| (8.6) |
| 127,019 | |||||
Interconnection and transmission costs | (155,918) |
| (174,151) |
| (10.5) |
| 18,233 | |||||
Fees for services, maintenance, materials and supplies | (724,120) |
| (741,134) |
| (2.3) |
| 17,014 | |||||
Taxes and fees with the Regulatory Authority | (428,352) |
| (453,157) |
| (5.5) |
| 24,805 | |||||
Commissions and advertising | (305,491) |
| (345,483) |
| (11.6) |
| 39,992 | |||||
Cost of equipment | (259,216) |
| (318,199) |
| (18.5) |
| 58,983 | |||||
Programming and content costs | (314,423) |
| (332,792) |
| (5.5) |
| 18,369 | |||||
Bad debt expenses | (112,102) |
| (127,913) |
| (12.4) |
| 15,811 | |||||
Other operating expenses | (264,218) |
| (272,257) |
| (3.0) |
| 8,039 | |||||
Total operating costs (without depreciation, amortization and impairment of Fixed and Intangible Assets) | (3,910,577) |
| (4,238,842) | (7.7) |
| 328,265 | ||||||
Total operating costs (without depreciation, amortization and impairment of Fixed and Intangible Assets) decreased P$328,265 million or 7.7% in 2024, amounting to P$3,910,577 million, as compared to 2023.
Despite being in a context in which year-on-year inflation was 117.8%, the Company has managed to make its operating costs more efficient and achieve a reduction.
The effect generated by the restatement in current currency as of December 31, 2024, included in operating costs (without depreciation, amortization and impairment of Fixed and Intangible Assets) amounted to P$1,511,055 million and P$3,437,361 million in 2024 and 2023, respectively.
Employee benefit expenses and severance payments
Employee benefit expenses and severance payments decreased P$127,019 million to P$1,346,737 million in 2024 as compared to P$1,473,756 million in 2023. The decrease was mainly due to a reduction in headcount of 6.0%, amounting to 19,987 employees as of December 31, 2024, and, partially offset by increases in salaries agreed by the Company with several trade unions for unionized employees, and for non-unionized employees, together with related social security charges and an increase in severance payments.
The effect generated by the restatement in current currency as of December 31, 2025, included in Employee benefit expenses and severance payments amounted to P$498,312 million and P$1,184,876 million in 2024 and 2023, respectively.
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Interconnection and transmission costs
Interconnection and transmission costs (including charges for Roaming and cost of international outbound calls and lease of circuits) decreased P$18,233 million or 10.5%, amounting to P$155,918 million in 2024 as compared to P$174,151 million in 2023, respectively. The decrease was mainly due to new dynamics of the business that imply an optimization of links and sites and partially offset by increases in the foreign exchange rate in relation to fixed services denominated in U.S. dollars.
The effect generated by the restatement in current currency as of December 31, 2024, included in Interconnection and transmission costs amounted to P$61,364 million and P$140,262 million in 2024 and 2023, respectively.
Fees for services, maintenance, materials and supplies
Fees for services, maintenance, materials and supplies decreased P$17,014 million or 2.3%, amounting to P$724,120 million in 2024 as compared to P$741,134 million in 2023. The variation is mainly explained by the efficiency and management of resources through which fees for services decreased by P$38,402 million compared to 2023 partially offset by higher costs of maintenance and materials for P$20,348 million compared to 2023.
The effect generated by the restatement in current currency as of December 31, 2025, included in Fees for services, maintenance, materials and supplies amounted to P$299,520 million and P$600,926 million in 2024 and 2023, respectively.
Taxes and fees with the Regulatory Authority
Taxes and fees with the Regulatory Authority, including turnover tax, municipal taxes and other taxes, decreased P$24,805 million or 5.5%, amounting to P$428,352 million in 2024 as compared to P$453,157 million in 2023. The decrease was mainly due to the decrease in sales in 2024. Taxes and fees with the Regulatory Authority represent a 7.9% and 7.7% of total revenues in 2024 and 2023, respectively.
The effect generated by the restatement in current currency as of December 31, 2024, included in Taxes and fees with the Regulatory Authority amounted to P$158,902 million and P$366,598 million in 2024 and 2023, respectively.
Commissions and advertising
Commissions and advertising decreased P$39,992 million or 11.6%, amounting to P$305,491 million in 2024, as compared to P$345,483 million in 2023. The decrease is mainly due to lower charges for agent commissions and collection commissions partially offset by advertising costs related to Flow and Personal Play campaigns.
The effect generated by the restatement in current currency as of December 31, 2025, included in Commissions and advertising amounted to P$111,771 million and P$280,264 million in 2024 and 2023, respectively.
Cost of equipment
Cost of equipment decreased P$58,983 million or 18.5%, amounting to P$259,216 million in 2024 as compared to P$318,199 million in 2023. The variation is mainly due to a decrease in handsets sold of 14%.
The effect generated by the restatement in current currency as of December 31, 2025, included in Cost of equipment amounted to P$122,100 million and P$266,655 million in 2024 and 2023, respectively.
Programming and content costs
Programming and content costs decreased by P$18,369 million or 5.5%, amounting to P$314,423 million in 2024 as compared to P$332,792 million in 2023. The decrease was mainly due to commercial efficiency, partially offset by price increases in almost all cable television signals.
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The effect generated by the restatement in current currency as of December 31, 2025, included in Programming and content costs amounted to P$116,431 million and P$268,943 million in 2024 and 2023, respectively.
Bad debt expenses
Bad debt expenses decreased P$15,811 million, amounting to P$112,102 million in 2024, representing 2.1% and 2.2% of the revenues in 2024 and 2023, respectively. The decrease is mainly due to continuing credit recovery actions.
The effect generated by the restatement in current currency as of December 31, 2025, included in Bad debt expenses amounted to P$42,728 million and P$104,750 million in 2024 and 2023, respectively.
Other operating expenses
Other operating expenses (which include legal claims and contingent liabilities, energy and other public services, insurance, rentals and internet capacity, among others) decreased P$8,039 million to P$264,218 million in 2024 as compared to P$272,257 million in 2023. The decrease is mainly due to lower charges in legal claims and contingent liabilities and postage, freight and travel expenses, partially offset by higher costs of energy, insurances and rentals.
The effect generated by the restatement in current currency as of December 31, 2024, included in Other operating expenses amounts to P$99,927 million and P$224,087 million in 2024 and 2023, respectively.
Adjusted EBITDA
An important operational performance measure used by the Company’s Chief Operating Decision Maker (as this term is defined in IFRS Accounting Standards 8) is Adjusted EBITDA. Adjusted EBITDA is defined as our net income (loss), less income tax, financial results, earnings (losses) from associates and joint ventures, and depreciation, amortization and impairment of Fixed and Intangible Assets. We believe Adjusted EBITDA facilitates company-to-company operating performance comparisons by backing out potential differences caused by variations such as capital structures, taxation and the useful lives and book depreciation and amortization of PP&E and intangible assets, which may vary for different companies for reasons unrelated to operating performance. Although Adjusted EBITDA is not a measure defined in accordance with IFRS Accounting Standards (a non-GAAP measure), our Management believes that this measure facilitates operating performance comparisons from period to period and provides useful information to investors, financial analysts and the public in their evaluation of our operating performance. Adjusted EBITDA does not have a standardized meaning and, accordingly, our definition of Adjusted EBITDA may not be comparable to Adjusted EBITDA as used by other companies.
The following table shows the reconciliation of Net income (loss) to Adjusted EBITDA:
Year ended December 31, | ||||||||
| 2024 | | 2023 | | Total Change | |||
(P$ million) | % | | (P$ million) | |||||
Net income (loss) | 1,359,230 |
| (715,266) |
| n/a |
| 2,074,496 | |
Income tax loss (benefit) | 538,237 |
| (968,990) |
| n/a |
| 1,507,227 | |
Other financial results, net | (190,451) |
| (496,492) |
| (61.6) |
| 306,041 | |
Financial results from borrowings | (1,914,786) | 1,817,071 | n/a | (3,731,857) | ||||
Losses from associates and joint ventures | 15,094 |
| 5,408 |
| n/a |
| 9,686 | |
Operating loss | (192,676) |
| (358,269) |
| (46.2) |
| 165,593 | |
Depreciation, amortization and impairment of Fixed and Intangible Assets | 1,725,057 |
| 2,018,038 |
| 14.5 |
| (292,981) | |
Adjusted EBITDA | 1,532,381 |
| 1,659,769 |
| (7.7) |
| (127,388) | |
Our consolidated Adjusted EBITDA amounted to P$1,532,381 million in 2024, representing a decrease of P$127,388 million or 7.7% as compared to P$1,659,769 million in 2023. Adjusted EBITDA represented 28.2% and 28.1% of our total consolidated revenues in 2024 and 2023, respectively.
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Depreciation, Amortization and Impairment of Fixed and Intangible Assets
Depreciation, amortization and impairment of Fixed and Intangible Assets decreased P$292,981 million, amounting to P$1,725,057 million in 2024 as compared to P$2,018,038 million in 2023.
The variation is due to the effect of those assets that ended their useful life after December 31, 2023, partially offset by the impact of the amortization of the capital expenditures subsequent to that same date, which, in turn, decreased compared to last year.
The effect generated by the restatement in current currency as of December 31, 2025, included in Depreciation, amortization and impairment of Fixed and Intangible Assets amounted to P$1,499,317 million and P$1,919,742 million in 2024 and 2023, respectively.
Operating loss
In 2024, our consolidated operating loss amounted to P$192,676 million, representing a decrease of P$165,593 million as compared to 2023. Operating loss represented (3.5)% and (6.1)% of consolidated revenues in 2024 and 2023, respectively.
Year ended December 31, | % of Change | |||||
| 2024 | | 2023 | | 2024-2023 | |
| (P$ million / %) | Increase/(Decrease) | ||||
Adjusted EBITDA (1) |
| 1,532,381 | | 1,659,769 |
| (7.7) |
As % of revenues |
| 28.2 | 28.1 |
| ||
Depreciation, amortization and impairment of Fixed and Intangible Assets |
| (1,725,057) | (2,018,038) |
| (14.5) | |
As % of revenues |
| (31.7) | (34.2) |
| ||
Operating loss |
| (192,676) | (358,269) |
| (46.2) | |
As % of revenues |
| (3.5) | (6.1) |
| ||
| (1) | Adjusted EBITDA is a non-GAAP measure, defined as our net (loss) income less income tax, financial results (Financial results from borrowings and other financial results, net), earnings (losses) from associates and joint ventures, and depreciation, amortization and impairment of Fixed and Intangible Assets. For further information on the use of adjusted EBITDA, see “Item 5—Operating and Financial Review and Prospects—Adjusted EBITDA.” |
Financial Results, Net
| Year ended December 31, | | Total Change | |||||
2024 | | 2023 | $ | | % | |||
Interests on borrowings |
| (173,837) |
| (167,520) | (6,317) | 3.8 | ||
Remeasurement in borrowings |
| (135,137) |
| 142,649 | (277,786) | n/a | ||
Foreign currency exchange gains (losses) on borrowings |
| 2,220,302 |
| (1,789,911) | 4,010,213 | n/a | ||
Borrowings renegotiation results and repurchase of Notes |
| 3,458 |
| (2,289) | 5,747 | n/a | ||
Total financial results from borrowings |
| 1,914,786 |
| (1,817,071) | 3,731,857 | n/a | ||
Other foreign currency exchange gains (losses) |
| 246,837 |
| (171,265) | 418,102 | n/a | ||
Fair value gains (losses) on financial assets at fair value through profit or loss |
| (59,723) |
| 184,263 | (243,986) | n/a | ||
Other interests, net |
| 31,964 |
| 44,202 | (12,238) | (27.7) | ||
RECPAM |
| 170,007 |
| 538,038 | (368,031) | (68.4) | ||
Other |
| (198,634) |
| (98,746) | (99,888) | n/a | ||
Total other financial results, net |
| 190,451 |
| 496,492 | (306,041) | (61.6) | ||
Total financial results, net |
| 2,105,237 |
| (1,320,579) | 3,425,816 | n/a | ||
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We incurred financial gains, net of P$2,105,237 million in 2024, as compared to financial loss, net of P$1,320,579 million in 2023. Financial Results, net in 2024 mainly include gain generated by (i) foreign exchange differences measured in real terms of P$2,467,139 million as a result of the U.S. dollar appreciating 27.7% against the Argentine Peso compared to a 117.8% inflation (compared to a loss of P$1,961,176 million in 2023 and 356.3% devaluation of the Argentine Peso against the U.S. dollar compared to a 211.4% inflation in 2023) and (ii) the effect generated by the restatement in current currency, which amounted to a gain of P$170,007 million (compared to P$538,038 million in 2023). These gains were partially offset by losses generated by (i) interest on borrowings measured in real terms of P$173,837 million (compared to P$167,520 million in 2023), (ii) remeasurement in borrowings of P$135,137 million (compared to a gain of P$142,649 million in 2023), (iii) other financial results of P$163,212 million (compared to P$56,833 million in 2023), and (iv) fair value losses on financial assets at fair value through profit or loss of P$59,723 million (compared to a gain of P$184,263 million in 2023). Other financial results include the effect of PAIS tax of P$75,143 million in 2024.
Income Tax
The Company’s income tax charge includes the following effects: (i) the current tax payable for the year pursuant to tax legislation applicable to each of Telecom Argentina and its subsidiaries; (ii) the effect of applying the deferred tax method on temporary differences arising out of the asset and liability valuation according to tax versus financial accounting criteria and; (iii) the effects of the income tax inflation adjustment.
Income tax amounted to a loss of P$538,237 million in 2024 as compared to a gain of P$968,990 million in 2023. It includes mainly the following effects: (i) regarding current tax expenses, Telecom’s generated tax loss in fiscal year 2024 amounting to P$14,344 million and tax loss in fiscal year 2023 amounting to P$8,305 million, and (ii) regarding the deferred tax, in 2024 Telecom recorded a deferred tax loss of P$523,893 million compared to a deferred tax gain of P$977,295 million in 2023.
For more information on income tax, see Notes 3 and 16 to our Consolidated Financial Statements.
Net income (loss)
Telecom Argentina recorded a net income of P$1,359,230 million in 2024 as compared to a net loss of P$715,266 million for 2023 and represents 25% of consolidated revenues as compared to (12.1) % in 2023. The increase in net income was mainly due to the income before income tax of P$1,897,467 million, partially offset by the income tax loss amounting to P$538,237 million.
Net income attributable to controlling shareholders amounted to P$1,331,805 million in 2024 as compared to a net loss of P$738,306 million in 2023.
Liquidity and Capital Resources
Sources and Uses of Funds
We expect the main sources of Telecom Argentina’s liquidity in the short term to be cash flows from Telecom Argentina’s operations and cash flows from financing from third parties, which may include accessing to domestic and international capital markets and obtaining financing from financial institutions. Telecom Argentina’s principal uses of cash flows are expected to be capital expenditures, operating expenses, dividend payments to its shareholders, payments of borrowings and for general corporate purposes. Telecom Argentina expects working capital, funds generated from operations, dividend payments from its subsidiaries and financing from third parties to be sufficient. Telecom Argentina assumes that it will be able to access the domestic and international capital markets in 2026 to refinance its outstanding debt, if necessary.
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Borrowings Developments during 2025
The most relevant borrowings developments in 2025 were the following:
Notes
During 2025, Telecom Argentina successfully completed the issuance new series of Notes as follows:
Amount involved | Interest | ||||||||||||||||||||
Series | | | Currency | | | (in millions) | | | Issuance date | | | Maturity date | | | Amortization | | | Interest rate | | | payment date |
24 |
| US$ |
| 800 |
| 05/2025 |
| 05/2033 |
| In two installments: |
| 9.25% | Semiannual | ||||||||
25 | US$ | 51 | 07/2025 | 04/2027 | In one installment at maturity date | 7.50% | Quarterly basis | ||||||||||||||
26 |
| $ |
| 57,961 |
| 07/2025 |
| 07/2026 |
| In one installment at maturity date |
| TAMAR plus 4% | Quarterly basis | ||||||||
24 Additional | US$ | 200 | 07/2025 | 05/2033 | In two installments: | 9.25% | Semiannual |
Additionally, on January 20, 2026, and March 5, 2026 the Company issued the 2036 Notes and the Series 28 Notes, respectively. See “Item 4—Information on the Company—Recent Developments—Debt Transactions.”
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Bank and other financing entities loans
Principal residual | |||||||||||||||||||||
nominal value as | Interest | ||||||||||||||||||||
December 31, 2025 | Maturity | payment | |||||||||||||||||||
Entities | | | Currency | | | (in millions) | | | date | | | Amortization | | | Interest rate | | | Spread | | | date |
Syndicated loan (1) |
| US$ |
| 151 |
| 02/2029 |
| In one installment at maturity date | Variable annual rate: SOF 3 months |
| Between 4.00% and 7.00% | Quarterly basis | |||||||||
Bilateral loan (2) |
| US$ |
| 31 |
| Between 02/2028 and 02/2030 |
| Semiannual |
| Variable annual rate: SOF 3 months |
| 4.00% | Quarterly basis | ||||||||
Banco Macro S.A. | $ |
| 100,000 |
| 07/2028 |
| In three installments: |
| TAMAR |
| 6.60% | Quarterly basis | |||||||||
Banco BBVA Argentina S.A. | $ |
| 50,000 |
| 01/2028 |
| In three installments: |
| TAMAR |
| 3.85% | Quarterly basis | |||||||||
Industrial and Commercial Bank of China (Argentina) S.A.U. | RMB |
| 930 |
| 07/2028 |
| In three installments: |
| Fixed 6.15% | n/a | Quarterly basis | ||||||||||
BNA | $ |
| 25,000 |
| 08/2026 |
| In one installment at maturity date |
| Fixed 47.75% | n/a | In one installment at maturity date | ||||||||||
Bank of China Limited | RMB |
| 1,030 |
| 09/2028 |
| In one installment at maturity date |
| Fixed 4.8% | n/a | Quarterly basis |
(1) | An unsecured syndicated loan granted by Banco Bilbao Vizcaya Argentaria S.A., Deutsche Bank AG, London Branch and Banco Santander, S.A. |
(2) | An unsecured bilateral loan granted by Industrial and Commercial Bank of China (Argentina) S.A.U., governed by Argentine law. |
For more information about Telecom’s financing facilities (including currency, maturity, interest rate structure and amortization schedule), see Notes 14 and 27 to our Consolidated Financial Statements.
Derivative Financial Instruments
From time to time, in the ordinary course of business, Telecom enters into derivative contracts mainly to hedge the fluctuation of, mainly, exchange and interest rates.
During fiscal year 2025, the Company operated in the ROFEX market to hedge fluctuations in the exchange rate of part of its foreign currency debt. As of December 31, 2025, the Company holds ROFEX contracts for US$29 million, for which a DFI of $168 million was recognized.
For more information about Telecom’s derivative contract, see Note 23 and 27 to our Consolidated Financial Statements.
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Cash Flow
The table below summarizes Telecom’s consolidated cash flows for the years ended December 31, 2025, 2024 and 2023:
| Year ended December 31, | ||||||||
2025 | | 2024 | | 2023 | |||||
| (P$ million) | ||||||||
Cash flows provided by operating activities | 2,385,858 |
| 1,067,513 |
| 1,769,491 | ||||
Cash flows used in investing activities | (3,011,630) |
| (504,380) |
| (1,631,680) | ||||
Cash flows provided by (used in) financing activities | 612,957 |
| (533,590) |
| (275,457) | ||||
Net foreign exchange differences and RECPAM on cash and cash equivalents | 63,120 |
| (68,496) |
| 238,050 | ||||
Net Increase/ (Decrease) in cash and cash equivalents | (12,815) |
| 29,543 |
| (137,646) | ||||
Cash and cash equivalents at the beginning of the year |
| 418,745 |
| 457,698 |
| 357,294 | |||
Cash and cash equivalents at the end of the year |
| 469,050 |
| 418,745 |
| 457,698 | |||
As of December 31, 2025, 2024 and 2023, we had P$469,050 million, P$418,745 million and P$457,698 million in cash and cash equivalents, respectively.
Cash flows provided by operating activities were P$2,385,858 million, P$1,067,513 million and P$1,769,491 million in 2025, 2024 and 2023, respectively.
Net cash provided by operating activities increased P$1,318,345 million in 2025 compared to 2024, primarily due to an increase of P$1,485,489 million in net income, adjusted for non-cash income and expense, slightly offset by an increase in net cash outflows in connection with changes in our assets and liabilities of P$161,835 million and higher income tax payments of P$5,309 million. The increase in net cash outflows in connection with changes in our assets and liabilities was primarily due to an increase in other tax payable payments and employee compensation and social security obligations, partially offset by an increase in cash flows related to trade receivables and an increase in accounts payable.
Cash flows from operating activities in 2025 contain P$482,735 million corresponding to the consolidation of TMA.
Net cash provided by operating activities decreased P$701,978 million, or 39.7% in 2024 compared to 2023, primarily due to an increase of P$772,900 million in net cash outflows in connection with changes in our assets and liabilities, slightly offset by a decrease of P$65,955 million in net loss, adjusted for non-cash income and expense and lower income tax payments of P$4,967 million. The decrease was primarily due to an increase in trade payable payments, mostly due to settlements of outstanding foreign currency payables (which also were settled using government bonds), an increase in payments of salaries and social security payables, partially offset by an increase in cash flows related to trade receivables and other receivables.
Cash flows used in investing activities were P$3,011,630 million, P$504,380 million and P$1,631,680 million in 2025, 2024 and 2023, respectively.
In 2025, cash flows used in investing activities included mainly payments for acquisition of subsidiary, net of cash acquired of P$ 1,304,037 million, payments for acquisitions of PP&E and Intangible assets of P$1,490,635 million, and payments for investments not considered as cash and cash equivalents of P$732,319 million, partially offset by cash acquired from investments not considered as cash and cash equivalents of P$442,802 million.
Cash flows used in investing activities in 2025 contain $(275,388) million corresponding to the consolidation of TMA.
In 2024, cash flows used in investing activities included payments for acquisitions of PP&E and Intangible assets of P$518,576 million, investments not considered as cash and cash equivalents of P$424,073 million, net of cash acquired from investments not considered as cash and cash equivalents of P$438,002 million.
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In 2023, cash flows used in investing activities included payments for acquisitions of PP&E and Intangible assets of P$1,327,791 million and payments for investments not considered as cash and cash equivalents of P$766,727 million, partially offset by proceeds from sale of investments not considered as cash and cash equivalents of P$400,610 million.
Cash flows provided by (used in) financing activities were P$612,957 million, P$(533,590) million and P$(275,457) million in 2025, 2024 and 2023, respectively.
In 2025, cash flows provided by financing activities included proceeds from borrowings for P$3,959,692 million, partially offset by payments for borrowings, interest and related expenses and leases liabilities for P$3,293,798 million, cash dividend payments for P$37,926 million and payments for repurchase of Notes for P$15,011 million.
Cash flows provided by financing activities in 2025 contain P$(65,323) million corresponding to the consolidation of TMA.
In 2024, cash flows used in financing activities included mainly payments for borrowings, interest and related expenses and leases liabilities for P$2,023,874 million, transaction with non-controlling interests for P$36,146 million, payment for repurchase of Notes for P$34,913 million and cash dividend payments for P$12,634 million partially offset by proceeds from borrowings for P$1,573,995 million.
In 2023, cash flows used in financing activities included mainly payments for borrowings, interest and related expenses and leases liabilities for P$1,374,221 million and cash dividend payments for P$11,516 million partially offset by proceeds from borrowings for P$1,111,970 million.
Liquidity
The liquidity position of Telecom Argentina is and will be significantly dependent on its operating performance, its indebtedness, capital expenditure programs and dividends from its subsidiaries, if any.
Working Capital
Operating Working Capital is a non-GAAP measure, defined as the difference between our operating current assets and operating current liabilities. Our Management believes this measure is useful for assessing our efficiency in managing our short-term assets and liabilities and ensuring operational continuity. For reconciliation of Operating Working Capital to the most directly comparable IFRS Accounting Standards measure, see “—Reconciliation” below.
Net Current Financial Liability is a non-GAAP measure, defined as the difference between our financial assets and financial liabilities. Our Management believes this measure is useful for assessing our solvency and liquidity because it provides a view of our ability to meet our short- and long-term financial obligations. For reconciliation of Net Current Financial Liability to the most directly comparable IFRS Accounting Standards measure, “Reconciliation” below.
Working Capital is a non-GAAP measure, defined as the difference between our current assets and current liabilities. Our Management believes this metric is useful for measuring our short-term financial health and operational efficiency and assessing our ability to manage our liquidity and sustain our operational activities. For reconciliation of Working Capital to the most directly comparable IFRS Accounting Standards measure, “Reconciliation” below.
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Telecom’s working capital breakdown and its main variations are disclosed below:
| 2025 | | 2024 | | Total Change | |
(P$ million) | ||||||
Trade receivables | 799,188 | 389,375 | 409,813 | |||
Other receivables (not considering DFI) |
| 159,801 |
| 58,875 |
| 100,926 |
Inventories |
| 79,530 |
| 79,513 |
| 17 |
Current liabilities (not considering borrowings) |
| (2,221,756) |
| (1,165,088) |
| (1,056,668) |
Operating working capital - negative |
| (1,183,237) |
| (637,325) |
| (545,912) |
As % of Revenues |
| 14.2 | % | 11.7 | % | |
Cash and cash equivalents |
| 469,050 |
| 418,745 |
| 50,305 |
DFI | 168 | — | 168 | |||
Investments |
| 323,064 |
| 44,179 |
| 278,885 |
Current borrowings |
| (1,616,544) |
| (1,411,178) |
| (205,366) |
Net Current financial liability |
| (824,262) |
| (948,254) |
| 123,992 |
Assets classified as held for sale | 3,011 | 2,322 | 689 | |||
Negative working capital (current assets—current liabilities) |
| (2,004,488) |
| (1,583,257) |
| (421,231) |
Liquidity rate |
| 0.48 |
| 0.39 |
| 0.09 |
Telecom has a typical working capital structure corresponding to a company with intensive capital that obtains spontaneous financing from its suppliers (especially PP&E and Intangible assets) for longer terms than those it provides to its customers. According to this, the negative working capital amounted to P$2,004,488 million as of December 31, 2025 (increasing P$421,231 million compared to December 31, 2024).
During 2025 and 2024, Telecom raised funds from the financial market to refinance part of its borrowings in order to optimize its maturity, interest rate and structure. For more information, see “—Liquidity and Capital Resources—Sources and Uses of Funds—Borrowings Developments during 2025.” Telecom will continue with its strategy of refinancing its borrowings in order to extend the contractual terms, and to obtain lower financing costs, with the aim of being able to cover its negative working capital.
For our definitions of (i) Operating Working Capital; (ii) Net Current Financial Liability and (iii) Working Capital, see “—Working Capital” herein.
Reconciliation
The following tables show a reconciliation of (i) Operating Working Capital; (ii) Net Current Financial Liability and (iii) Working Capital, in each case the most directly comparable IFRS Accounting Standards measure:
Operating working capital - negative
| 2025 | | 2024 | |
(P$ million) | ||||
Trade receivables (current) |
| 799,188 |
| 389,375 |
Other receivables (current without DFI) |
| 159,969 |
| 58,875 |
DFI (current) | (168) | — | ||
Inventories |
| 79,530 |
| 79,513 |
Current liabilities |
| (3,838,300) |
| (2,576,266) |
Borrowings (current) |
| 1,616,544 |
| 1,411,178 |
Operating working capital - negative |
| (1,183,237) |
| (637,325) |
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Net Current financial liability
| 2025 | | 2024 | |
(P$ million) | ||||
Current liabilities |
| (3,838,300) |
| (2,576,266) |
Trade payables (current) |
| 1,108,820 |
| 584,980 |
Salaries and social security payables (current) |
| 435,044 |
| 297,645 |
Income tax payables |
| 66,741 |
| 5,999 |
Other taxes payables (current) |
| 243,086 |
| 119,264 |
Dividend payable |
| 87 |
| 902 |
Leases liabilities (current) |
| 149,030 |
| 98,045 |
Other liabilities (current) |
| 85,165 |
| 53,144 |
Provisions (current) |
| 133,783 |
| 5,109 |
Cash and cash equivalents |
| 469,050 |
| 418,745 |
Other Receivables DFI (current) |
| 168 |
| — |
Investments (current) |
| 323,064 |
| 44,179 |
Net Current financial liability |
| (824,262) |
| (948,254) |
Negative working capital (current assets — current liabilities)
| 2025 | | 2024 | |
(P$ million) | ||||
Current assets |
| 1,833,812 |
| 993,009 |
Current liabilities | 3,838,300 | 2,576,266 | ||
Negative working capital (current assets—current liabilities) |
| (2,004,488) |
| (1,583,257) |
The Company has several financing sources and several offers from first-class international institutions to diversify its current funding structure, which includes accessing the domestic and international capital market and obtaining competitive bank loans in what relates to terms and financial costs, with the objective of covering its investments, operative working capital, and other corporative expenses and refinancing part of its borrowings.
To protect itself from changes in market conditions that could constrain its access to funding under certain circumstances, Telecom maintains certain minimum cash and liquid assets balances in its normal course of business. Telecom had consolidated cash and cash equivalents amounting to P$469,050 million and P$418,745 million as of December 31, 2025, and 2024, respectively. During the years ended December 31, 2025, and 2024, Telecom continued obtaining funds from the financial market used to finance the Acquisition, pay its investments, operative working capital, and other corporative expenses and refinancing part of its borrowings within the framework of its permanent policy of optimizing the term, rate and structure of its borrowings. For further information, see Note 14 to our Consolidated Financial Statements.
For further information on the breakdown of our financial liabilities into relevant maturity groups based on the remaining period from December 31, 2025, to the contractual maturity date, please see Note 27 to our Consolidated Financial Statements.
Further, the Company has future obligations related to various purchase commitments that are presented in Note 21 to our Consolidated Financial Statements.
Compliance with Covenants
The Company holds certain loans with IDB, Finnvera, EDC, CDB, the Bilateral Loan Agreement, the Syndicated Loan Agreement and the Bank of China Limited, which, as of December 31, 2025, amounted to P$661,698 million. These loans establish, among other provisions, the obligation to comply with certain financial ratios calculated on a quarterly basis (coinciding with the presentation of the Company’s financial statements) based on contractual definitions: i) “Net Debt/EBITDA” and ii) “EBITDA/Interest Net.”
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As of the date of issuance of this Annual Report, the Company complies with: a) the EBITDA/ Interest Net ratio and b) the Net Debt/EBITDA ratio established in the original loan agreements and is also in compliance with the rest of the covenants established.
For more information, see Note 14 of our Consolidated Financial Statements.
Dividends to Shareholders
Telecom Argentina has distributed non-cash dividends through the delivery of 2030 Global Bonds issued by Argentina, funded by partial reversals of its voluntary reserve. These distributions were approved by the Ordinary and Extraordinary Shareholders’ Meetings held on April 27, 2023, April 25, 2024 and April 25, 2025. The table below summarizes these distributions:
Distributed amount | |||||||||
Currency of the | Current currency as of | ||||||||
transaction date | | | December 31, 2025 | ||||||
Year | | | Non cash | | | (in millions of P$) | |||
2025(1) | 2030 Global Bonds | 184,540 | 189,790 | ||||||
2024 | 2030 Global Bonds | 115,725 | 156,352 | ||||||
2023 | 2030 Global Bonds | 47,701 | 299,199 | ||||||
| (1) | In 2025, Telecom Argentina additionally distributed dividends on cash of P$12,495 million in current currency as of December 31, 2025, net of withholding tax of P$7,791 million. Additionally, P$16,680 million were compensated with amounts paid by the Company in connection with the Personal Assets Tax for fiscal year 2024. Total dividends distributed were P$226,756 million. |
For more information on our dividends to shareholders, see Note 22 of our Consolidated Financial Statements.
Our ability to generate sufficient cash from our operations to satisfy our indebtedness and capital expenditure needs may be affected by macroeconomic factors influencing our business, including, without limitation, the rate at which Argentine Pesos can be exchanged for U.S. dollars and rates of inflation, among others. Certain statements expressed in this section constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and involve risks and uncertainties, including those described in this Annual Report in “Item 3—Key Information—Risk Factors.” Actual results may differ materially from our expectations described above as a result of various factors.
Capital Expenditures
We estimate that our capital expenditures in 2026 will be approximately P$2,111,085 million, compared to P$1,485,577 million in 2025 (which represented 17.8% of our consolidated revenues).
The primary investment projects in PP&E are related to the expansion of cable television and internet services, aimed at improving transmission and access speed for customers, the deployment of 4G coverage and capacity, and the continued expansion of 5G to support mobile internet growth and enhance service quality.
ICT Services provided in Argentina – Personal Network
In terms of infrastructure, throughout 2025, we continued to enhance the services we provide through the deployment of the 4G/LTE network, together with the technological reconversion of our 2G / 3G networks to 4G and LTE and the deployment of fiber optics to connect homes with broadband, which also improved our fixed and data networks. The deployment of 4G/LTE reached a coverage of 97% of the urban population, and we achieved a coverage of 98% of the population in Argentina’s major cities. Our mobile network customers with access to our 4G network, according to the latest benchmark conducted by Ookla, experience improved service quality, with average speeds of 78 Mbps in 2025 and 2024. Additionally, approximately 85% of calls are made via VoLTE, a technology that enables voice calls over the 4G network with significant improvements in audio and video quality. During 2025, the Company continued the expansion of its 5G network, incorporating 819 new sites.
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Furthermore, we continued deploying mobile site connectivity to achieve better quality and capacity, replacing radio links with high-capacity fiber optic connections. Lastly, we continued with the plan to connect remote and low-density areas through satellite backhaul.
ICT Services provided in Argentina – TMA Network
In terms of fixed access infrastructure, during 2025 TMA continued strengthening its broadband capabilities through the deployment of new fiber optic networks and the modernization of existing infrastructure. These initiatives were oriented toward improving service quality, expanding high-speed access and enhancing the overall customer experience.
Throughout the year, TMA advanced the rollout of FTTH in new residential areas, buildings and commercial zones, deploying more than 350,000 new homes passed across over 11,000 city blocks. Approximately half of this expansion was carried out in the Buenos Aires Province, reinforcing TMA’s presence in regions with strong demand for broadband services. TMA also progressed with the modernization of its access network by replacing legacy platforms, including the renewal of multiple OLTs, incorporating technology capable of supporting XGSPON and 50GSPON evolution paths.
In parallel, through strategic partnership agreements, TMA added an additional 170,000 homes passed, complementing its own deployment and enabling broader network reach. As a result, by the end of 2025 TMA’s total footprint totals approximately 5.2 million homes passed, with 4.15 million on its own network and 1.05 million through partner networks.
Also, TMA continued to improve the services we provide by deploying the 4G/LTE and 5G networks. This allowed TMA to stand out from its competitors, significantly improving the NPS of its customers.
The deployment of 4G/LTE has achieved a coverage of 99,4 % of the urban population across 2,218 towns and cities as of December 31, 2025. Furthermore, TMA has reached a 100 % coverage of the population in major cities of Argentina, as of December 31, 2025. Customers who access TMA’s 4G network experience enhanced service quality, enjoying speeds of up to 66 Mbps and, approximately 53% of calls are now made using VoLTE.
In addition, TMA continued the deployment of mobile site connectivity to enhance quality and capacity, replacing radio links with high-capacity fiber optic connections.
See “Item 3—Key Information—Risk Factors—Risks Relating to Telecom and its Operations—We operate in a highly competitive environment that could materially erode our market position.” We expect to finance our capital expenditures through cash generated from our operations, cash on hand and financing from third parties; therefore, our ability to fund these expenditures is dependent on, among other factors, our ability to generate sufficient funds from operations. Telecom’s ability to generate sufficient funds for capital expenditures is also dependent on its ability to increase its service prices, the increase of its operating costs due to inflation and the increase of the cost of imported materials in Argentine Peso terms as a result of the devaluation of the Peso/U.S. dollar.
Research and Development, Patents and Licenses, etc.
None.
Trend Information
During 2025, Telecom Argentina continued its strategy of consolidation as a relevant player within the Argentina’s digital ecosystem, combining connectivity, technology services, and entertainment.
As part of this consolidation process, the Company moved forward with the unification of its brand identity under Personal as as the brand that integrates all its solutions and platforms. This strategic decision allows for a simpler value proposition, strengthens the consistency of the customer experience, and enhances commercial and operational synergies across the different business verticals.
By consolidating a robust, cross-cutting brand, the Company reinforces its positioning as an integrated digital ecosystem through Personal Móvil, Personal Fibra, Personal Smarthome, Tienda Personal, Personal Flow, Personal Tech and Personal Pay, expanding its ability to scale high value-added solutions for all customers.
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In an environment showing improved investor confidence and a recovery in strategic sectors, the Company reaffirms its commitment to the development of capabilities that support the country’s digital economy.
Leveraging its comprehensive service offering and an active investment policy, the Company advanced the expansion and modernization of its infrastructure, supporting the evolution of digital demand with a focus on efficiency, quality, and technological capacity. This approach is grounded in a long-term vision that integrates sustainability, innovation, and digital transformation as strategic pillars.
One of the most significant milestones of the year was the acquisition of TMA, completed on February 24, 2025, for US$1,245 million (“consideration paid” pursuant to IFRS 3 was US$1,119 million). This transaction—one of the largest private infrastructure investments executed in the country during the period—reflects Telecom’s commitment to the development of strategic capabilities for the digital economy, in line with a global trend of transformation and consolidation within the telecommunications industry.
Telecom Argentina is currently engaged in institutional dialogue with the relevant regulatory authorities, supporting a technical review in compliance with international standards and competition principles. In this context, the CNDC (currently ANC) ordered a provisional measure requiring that the two companies remain operationally separate until the competent authority issues its decision on the transaction. Accordingly, Telecom Argentina and TMA continue to operate as separate legal entities and independent businesses.
Another key milestone in 2025 and January 2026, was the successful issuance of international Notes (Series 24 and Series 27) for US$1,000 million and US$600 million, respectively. These transactions strengthen the Company’s financial position and support its growth strategy in line with current and future technological challenges.
During the year, the Company received international recognitions for its financial management, innovation capabilities, and technological leadership. At the 2025 LatinFinance Project & Infrastructure Finance Awards, the Company received the Telecoms Financing of the Year award in recognition of its long-term financial strategy, as well as the Corporate Liability Management of the Year award for the successful refinancing and reopening of international bonds completed in 2024. The Company also received first place at the ASUG 2025 Awards for its Financial Planning Transformation project, based on predictive models and the in-house use of big data.
The Company’s sustained deployment of connectivity infrastructure also received international recognition. Personal was awarded by Ookla as providing the fastest fixed network in Argentina through Personal Fibra and fastest 5G mobile network in the country during the first half of 2025. In addition, Personal was recognized for the sixth consecutive year as the fastest mobile network in Argentina.
The Company’s digital platforms continue to expand. Personal Flow reinforced its positioning in the entertainment services by adding services that enhance the customer experience, such as Flow Plus, as well as co-productions and live concert streaming. Personal Pay continued to strengthen its presence within the regional fintech ecosystem.
A strategic alliance with Banco Macro was recently announced to accelerate the digitalization of financial services offered through Personal Pay. This partnership will enable Personal Pay to offer customers a unique value proposition that combines the practicality of a digital wallet with expanded access to financial products and services backed by a leading bank.
Through Personal Tech, the Company continued to develop its value proposition for B2B services offering tailored and scalable solutions for enterprise customers, supported by a solutions portfolio built on: fixed and mobile connectivity, cybersecurity, cloud solutions, and IoT.
During 2025, the Company continued to expand its convergent store format across several cities, providing integrated customer service for mobile services, home internet connectivity, television, and streaming in a single location, together with a retail space for technology products. The Company continued to develop the Smarthome vertical and Tienda Personal, with the objective of becoming a leading provider of smart home solutions and accessible technology across Latin America.
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From a technological standpoint, Telecom continues to lead the implementation of the Open Gateway initiative promoted by GSMA, which fosters the exposure of network capabilities through standardized APIs. Through OpenXpand, the Company promotes innovation within the new digital economy by developing security, identity, and user experience solutions across multiple business verticals.
This approach is complemented by a long-term commitment to sustainability, promoting energy efficiency, and digital talent development as part of the Company’s ongoing commitment to responsible growth.
In addition, the Company continues to expand its operations in Paraguay, Uruguay, and Chile, supporting the digital transformation of consumers and enterprises across various verticals.
Through these initiatives, the Company continues to support the digital transformation of the country and the region, with investments focused on strengthening infrastructure, fostering technological innovation, and expanding its service ecosystem in line with the evolution of the competitive environment.
Safe Harbor
See the discussion at the beginning of this Item 5 and “Forward-Looking Statements” in the introduction of this Annual Report, for forward-looking statement safe harbor provisions.
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ITEM 6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
The Board of Directors
The direction and management of Telecom Argentina is vested in the Board of Directors and its executive officers. Telecom Argentina’s bylaws were amended at the Ordinary and Extraordinary Shareholders’ Meeting held on August 31, 2017, providing for a Board of Directors consisting of (i) no fewer than eleven and no more than seventeen directors and (ii) the same or a lesser number of alternate members. This amendment was recorded with the IGJ on August 30, 2018.
As of the date of this Annual Report, Telecom Argentina has eleven directors and eleven alternate directors. Three of the directors and two of the alternate directors qualify as independent directors under SEC regulations. Four of the directors and three of the alternate directors also qualify as independent directors under CNV rules. Due to the resignation of director Julian Akerman (accepted by the Board of Director on October 6, 2025), from October 6, 2025, until November 6, 2025, Telecom Argentina had ten directors. According to Telecom Argentina’s bylaws, the Board of Directors has all the required authority to manage the corporation, including authority for which the law requires special powers. The Board of Directors operates when there is a quorum of the absolute majority of its members and resolves issues by simple majority of votes present, provided that in respect of certain matters (the “Supermajority Matters”) the favorable vote of at least one Director proposed for designation by the Class A and one Director proposed for designation by the Class D is required to pass a resolution. According to Telecom Argentina’s bylaws, the chairman of the Board of Directors (the “Chairman”) has a double vote in the case of a tie, except in respect of Supermajority Matters. Under CNV regulation, in order to be independent, a director must neither be employed by, nor affiliated with, Telecom Argentina, CVH or FTL. Directors and alternate directors are normally elected at Annual Ordinary Shareholders’ Meetings (as defined below) and serve a renewable three-year term. The term of the current directors expires on December 31, 2026. None of Telecom Argentina’s directors have services contracts with Telecom Argentina (or any subsidiary) providing for benefits upon termination of employment as a director.
On January 31, 2018, the Board of Directors approved the internal rules of the Executive Committee, —the Rules of the Executive Committee (Reglamento de Facultades y Funcionamiento)— provided for in Section 13 of our Bylaws. The Executive Committee is in charge of the approval, inter alia, of matters in the ordinary course of business, but without executive responsibilities which shall be in charge of the officers of the Company, the preliminary approval of significant plans, approval of the Business Plan and Annual Budget of the Company and also certain other duties. The Executive Committee is comprised of five members, all of which must be members of the Board of Directors of our Company. The Executive Committee takes all of its resolutions by the unanimous vote of all its members, and if such consent is not obtained in respect of any matter, such matter is posted for approval of the Board of Directors.
As established in the Telecom Shareholders’ Agreement between CVH and FTL, for so long as CVH holds a certain percentage of Telecom Argentina shares, CVH shall be entitled to designate the majority of the directors, alternate directors, members of the Supervisory Committee, Executive Committee members, Audit Committee members, the CEO and any other Key Employees (other than the CFO and the Internal Auditor, who shall be designated by FTL). CVH shall also be entitled to nominate the Chairman of the Board and FTL to nominate de Vice Chairman of the Board. In the absence of a director, the corresponding alternate director may attend and vote at meetings of the Board of Directors.
See “Item 7—Major Shareholders and Related Party Transactions—Major Shareholders—Telecom Shareholders’ Agreement” for a description of certain agreements relating to the appointment of members of the Board of Directors.
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The following table lists our directors and alternate directors as of December 31, 2025, and as of the date of this Annual Report:
| | Date Director joined | ||
Name | Position on the Board of Directors | the Board of Directors | ||
Carlos Alberto Moltini |
| Chairman of the Board of Directors | January 1, 2020 | |
Mariano Marcelo Ibáñez | Vice Chairman of the Board of Directors | March 8, 2016 | ||
Alejandro Alberto Urricelqui |
| Director | January 1, 2018 | |
Ignacio Rolando Driollet | Director | January 1, 2023 | ||
Damián Fabio Cassino |
| Director | January 1, 2018 | |
Carlos Alejandro Harrison |
| Director | March 8, 2016 | |
Martín Héctor D’Ambrosio |
| Director | March 8, 2016 | |
Ignacio Cruz Moran | Director | February 28, 2023 | ||
Luca Luciani |
| Director | January 31, 2018 | |
Baruki Luis Alberto González |
| Director | April 8, 2016 | |
Diego Miguel Bianchi | Director | November 6, 2025 | ||
María Lucila Romero |
| Alternate Director | January 1, 2018 | |
Sebastián Ricardo Frabosqui Diaz |
| Alternate Director | January 1, 2018 | |
Claudia Irene Ostergaard |
| Alternate Director | January 31, 2018 | |
Ignacio José María Sáenz Valiente |
| Alternate Director | January 1, 2020 | |
José Carlos Cura |
| Alternate Director | April 27, 2017 | |
Miguel Angel Graña |
| Alternate Director | January 1, 2018 | |
Facundo Martín Goslino |
| Alternate Director | January 31, 2018 | |
Lucrecia María Delfina Moreira Savino |
| Alternate Director | January 31, 2018 | |
María Constanza Martella |
| Alternate Director | April 28, 2021 | |
Carolina Susana Curzi |
| Alternate Director | January 31, 2018 | |
Alberto Viglino |
| Alternate Director | April 25, 2024 |
Executive Committee
The following table lists the members of our Executive Committee as of December 31, 2025, and as of the date of this Annual Report:
Name | ||
Carlos Alberto Moltini | | |
Alejandro Alberto Urricelqui |
| |
Mariano Marcelo Ibáñez |
| |
Ignacio Rolando Driollet | ||
Ignacio Cruz Moran |
| |
Carlos Alberto Moltini is an accountant with a degree from the University of Buenos Aires. He was appointed CEO of the Company in November 2017. On January 1, 2020, he ceased his function as CEO and became a member of the Board of Directors of Telecom Argentina and a member of its Executive Committee. Until the Merger, Mr. Moltini had been a member of the Board of Directors of Cablevisión since October 2006 and General Manager of Cablevision from November 2006 to November 2017. Before that, Mr. Moltini was the General Manager of Multicanal S.A. and, before that, he was the CFO of Arte Radiotelevisivo Argentino S.A. (“Artear”) for seven years, a leading broadcasting channel in the City of Buenos Aires, owned by Grupo Clarín. Previously, Mr. Moltini worked for Bagley Argentina S.A. and other broadcasting companies. He was born on November 16, 1960.
Mariano Marcelo Ibáñez is a lawyer with a degree from the University of Buenos Aires. He was the Chairman of the Board of Directors of the Company from March 2016 until January 1, 2018. He is currently the Vice Chairman and member of the Executive Committee. Previously, he was Director of Cablecom and Chairman and acting CEO of Cablevisión. He was a Director of Multimedios América (Cablevisión, Radio América, Radio del Plata, El Cronista and América TV). He was born on August 25, 1959.
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Alejandro Alberto Urricelqui is an Accountant with a degree from the University of Buenos Aires and has a Master Degree in Finance. He was Chairman of the Board of Directors of the Company from January 1, 2018, until May 21, 2020. He is a member of the Executive Committee. He was the Chairman of Cablevisión until it was merged into the Company. Mr. Urricelqui joined Grupo Clarín in 1990. As Chief Financial Officer, he participated in the business expansion and integration of Grupo Clarín’s media and telecommunications, including the acquisition of Cablevision in 2006 and its merger with Multicanal S.A., and in Grupo Clarín’s initial public offering in 2007. He was born on October 16, 1959.
Ignacio Rolando Driollet is a lawyer with a degree from the Pontifical Catholic University of Argentina. In 2005, he obtained the title of “Psychological Consultant” at the Argentine School of Social Psychology. Between 1983 and 1987, he worked in the Judiciary, Special, Civil and Commercial courts as an analyst in the first instance and later as a Chamber Rapporteur. From 1987 to 1992, he was a lawyer at Estudio Sáenz Valiente & Padilla. From 1992 to December 2022, he has held various positions at Grupo Clarín S.A. including management positions in most of its companies, serving as Director and member of the Executive Committee of Cablevisión S.A. Between 1997 and 2022, he was Director of Strategic Planning of Grupo Clarín S.A. As of January 2023, he has been appointed Director and Chairman of the Board of Cablevisión Holding S.A. as well as Director and member of the Executive Committee at Telecom Argentina. He is the author of the work “Master of Teachers, the letters of Gamaliel,” published in 2010 by Editorial San Pablo of Buenos Aires and has been associated with the Christian Association of Business Leaders (ACDE) for more than twenty years, becoming a member of its Board of Directors in 2019. He was born on February 1, 1962.
Damián F. Cassino is a lawyer with a degree from the University of Buenos Aires. He is a partner at the Argentine law firm Saénz Valiente & Asociados. Mr. Cassino specializes in complex litigation and antitrust law. He currently is a director of Telecom Argentina and, until December 31, 2019, he was a member of its Executive Committee. He is also a member of the board of directors of various companies, including GC Dominio. He was born on January 16, 1969.
Carlos Alejandro Harrison is a Business Administrator with a degree from the University of Buenos Aires and completed postgraduate studies at IAE Business School. He has been a member of the Board of Directors since March 2016 and is a member of the Company’s Audit Committee. Previously, he was President of Producciones YAQ S.A. and President of Business Development for AMC Networks International. Before that, he was the General Manager of Chello Latin America and Pramer SCA (both controlled by Liberty Global plc). Mr. Harrison also worked for Grupo Clarín S.A. as a Business Development Manager and was the Director of International Operations at Multicanal S.A. He was born on January 19, 1963.
Martín Héctor D’Ambrosio is a lawyer with a degree from the University of Buenos Aires. He has been a member of the Board of Directors since March 2016, and he is also a member of the Company’s Audit Committee. He currently is Managing Partner at GS1 S.R.L. and legal advisor to several companies. Previously, he worked with the legal firm Dellepiane & Asociados, and for many years, he was in charge of the legal area of US Equities Realty. He was born on March 9, 1974.
Ignacio Cruz Moran is a Public Accountant with a degree from the University of Buenos Aires and his professional training is in auditing, finance and business. He began his professional career at Arthur Andersen (currently, Ernst & Young) in the area of financial institutions and capital markets, becoming an audit and advisory manager. In 1998, he joined Banco de San Juan S.A. as internal auditor and later served the Board of Directors of the four banks of the Banco San Juan Group (Banco de San Juan S.A., Banco de Santa Cruz S.A., Nuevo Banco de Santa Fe S.A. and Nuevo Banco of Entre Ríos S.A.). In 2008, he became CFO at YPF S.A. and from 2010 to 2012 he served as COO of said company. In those years, Mr. Moran was also a member of the Board of Directors of different local YPF affiliates. Between 2012 and 2016, he served as a deputy to the Board of Directors of Grupo Banco San Juan, in financial and new business matters. He was CFO of Telecom Argentina from May 2016 to March 2017. Since 2017, he works independently as a business advisor and is a businessman. On January 22, 2026 he was appointed member of the Board of Directors of Micro Sistemas. He was born on August 5, 1970.
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Luca Luciani has a degree in Economics and Trade from LUISS University (Rome). He has been a member of the Board of Directors since January 31, 2018. Luca Luciani was the Managing Director and CEO of Value Partners, a multinational Italian consultancy firm operating through a network of 250 professionals around the world, until November 2018. For 15 years, since 1999, he built a comprehensive experience as manager of telecommunications businesses, among others: CEO of Tim Brazil, General Manager of Telecom Italia domestic business, Group controller and CFO of Tim Spa, Vice President Marketing and Sales of TI Group and CTO of Mobile. Previously, Mr. Luciani has more than 10 years of experience in different sectors and positions, such as Group Controller of Enel, Manager of Procter & Gamble and consultant in Bain&Company network. He was born on November 2, 1967.
Baruki Luis Alberto González is a lawyer with a degree from the University of Buenos Aires. Mr. González joined the Board of Directors of Sofora, Nortel, Telecom Argentina and Personal in April 2016 (Sofora, Personal and Nortel were merged into Telecom Argentina). Mr. González is a founding member of the Argentine law firm Errecondo, González & Funes that provides services as legal counsel to the Company. Between 1995 and 1996, he worked as an international associate at the United States law firm White & Case LLP. He is a member of the Public Bar Association of the City of Buenos Aires (Colegio Público de Abogados de la Capital Federal) and of the Buenos Aires City Bar (Colegio de Abogados de la Ciudad de Buenos Aires). He was born on July 29, 1967.
Diego Miguel Bianchi is a Business Administrator with a degree from the University of Buenos Aires. He has been a member of the Board of Directors of Telecom Argentina since November 6, 2025, appointed at the request of ANSES—FGS. He was born on July 4th, 1983.
María Lucila Romero is a lawyer with a degree from the Pontifical Catholic University of Argentina. She is a partner at the Argentine law firm Saénz Valiente & Asociados. She specializes in corporate law, particularly mergers and acquisitions. She has been a member of the board of directors in various companies. Mss. Romero currently serves as director of GC Dominio. and as alternate director of Telecom. She was born on August 12, 1967.
Sebastián Ricardo Frabosqui Díaz is a lawyer with a degree from the Pontifical Catholic University of Argentina, has a Master’s Degree in Law and Economics at Universidad Torcuato Di Tella and a Master in Laws (LL.M.) degree at Northwestern University. He has been an alternate director of Telecom Argentina since January 2018. He is a partner at the Argentine law firm Sáenz Valiente & Asociados. He specializes in mergers and acquisitions, general corporate consultancy, debt restructuring and capital markets. Between 2009 and 2010, he worked as foreign associate in the firms Fox, Horan & Camerini and Arnold & Porter at their respective offices in New York and Washington D.C. He was born on February 14, 1978.
Claudia Irene Ostergaard is a lawyer with a degree from Universidad del Salvador. She is a partner at the Argentine law firm Saénz Valiente & Asociados. She specializes in civil, commercial and administrative law, particularly, damage liability in litigation cases. She has been a member of the board of directors of various companies. She was born on May 29, 1974.
Ignacio José María Sáenz Valiente is a lawyer with a degree from the Pontifical Catholic University of Argentina and partner at the Argentine law firm Saénz Valiente & Asociados that provides services as legal counsel to the Company. Mr. Sáenz Valiente specializes in corporate law, particularly local and international acquisitions and wealth management. He currently is a member of the board of directors of various companies, including GC Dominio. and Cablevisión Holding S.A. and, since January 1, 2020, he is an alternate director of Telecom Argentina. He was born on December 21, 1975.
José Carlos Cura is an economist graduated from the University of Buenos Aires and holds a degree in Administration from the IAE Business School of Universidad Austral. He has been an alternate director of Telecom Argentina since April 2017. He currently works as an independent financial and real estate advisor. He started his carrier in the financial business at Lloyds Bank, where he worked for different departments, including the Treasury Department. He was born on September 25, 1962.
Miguel Angel Graña is a Public Accountant who graduated from the University of Buenos Aires with post-graduate studies at Harvard University. He has been an alternate director of Telecom Argentina since January 2018 and was a director of Telecom Personal (merged into Telecom Argentina) from March 2016 to November 2017. He is the Chairman of Compañía de Inversiones y Mandatos S.A. and Managing Partner at Megraso SRL. Previously, he was Managing Director at J. P. Morgan in charge of merger and acquisitions at the Buenos Aires office and Chairman at the Nokia distributor in Argentina. He was born on December 15, 1957.
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Facundo Martín Goslino is a lawyer from the Pontifical Catholic University of Argentina and has a Master of Laws degree (LL.M.) from Cornell Law School, New York. He has been an alternate director of Telecom Argentina since January 31, 2018. He is a partner of the Argentine law firm Errecondo, González & Funes. He also is a member of the supervisory committee of other Argentine companies, mainly in the energy and gas distribution sectors. Mr. Goslino worked at Cleary Gottlieb Steen & Hamilton in 2006 as international associate. He is a member of the Public Bar Association of the City of Buenos Aires (Colegio Público de Abogados de la Capital Federal). He was born on January 19, 1975.
Lucrecia María Delfina Moreira Savino is a lawyer with a degree from the Pontifical Catholic University of Argentina. She has been an alternate director of Telecom Argentina since January 2018. Ms. Moreira Savino is an associate of the Argentine law firm Errecondo, González & Funes. She is also currently an alternate member of the supervisory committee of other Argentine companies, mainly in the energy and gas distribution sectors. She was born on March 2, 1974.
María Constanza Martella is a lawyer with a degree from the University of Buenos Aires. She has been an alternate director of Telecom Argentina since April 28, 2021. She is a senior associate of the Argentine law firm Errecondo, González & Funes. She is also a member of the board of directors and the supervisory committee of other Argentine companies, mainly in the energy sector. She is a member of the Public Bar Association of the City of Buenos Aires (Colegio Público de Abogados de la Capital Federal). She was born on June 18, 1982.
Carolina Susana Curzi is a lawyer with a degree from the University of Buenos Aires. She has been an alternate director of Telecom Argentina since January 31, 2018. She is a partner of the Argentine law firm Errecondo, González & Funes. She also is a member of the supervisory committee of other Argentine companies, mainly in the energy and gas distribution sectors. She is a member of the Public Bar Association of the City of Buenos Aires (Colegio Público de Abogados de la Capital Federal). She was born on March 14, 1976.
Alberto Viglino is an engineer with a degree from the University of Buenos Aires and studied Business Management at the IAE Business School of the Universidad Austral. He has been an alternate director of Telecom Argentina since April 25, 2024, appointed at the request of ANSES — FGS. He was born on March 2, 1956.
Senior Management
On July 3, 2025, Telecom Argentina’s Chief Financial Officer, Gabriel Blasi, informed the Board of his intention to retire from his position during the last quarter of 2025. This decision was made strictly for personal reasons and in full agreement with Telecom Argentina. During the interim period prior to his departure and as of the date of this Annual Report, Telecom Argentina is considering a succession plan to ensure the continuity and quality of its management. Pending completion of this process, the duties of Chief Financial Officer will be performed on an interim basis by Telecom Argentina’s Director of Finance, Federico Pra as of December 23, 2025.
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As of December 31, 2025, Telecom’s senior management team includes the individuals listed below. Unless otherwise noted, these individuals are members of Telecom’s senior management as of the date of this Annual Report.
Name | | Position (1) | | Date of Designation |
Roberto D. Nóbile |
| Chief Executive Officer (“CEO”) | January 1, 2020 | |
Federico Pra (2) |
| Interim Chief Financial Officer (“CFO”) | December 23, 2025 | |
Hernán P. Verdaguer |
| Director of Regulatory Matters | November 16, 2017 | |
Pedro L. López Matheu |
| Director of External Communications, Sustainability and Media | June 14, 2016 | |
Pablo C. Casey |
| Director of Legal and Institutional | November 16, 2017 | |
Sebastián Palla |
| Chief of Procurement officer (“CPO”) | August 8, 2016 | |
Gustavo Alejandro Buezas |
| Director of Human Capital | April 1, 2024 | |
Gonzalo Hita |
| Chief Operation Officer (“COO”) | November 16, 2017 | |
Miguel A. Fernandez |
| Chief Technology Officer (“CTO”) | November 16, 2017 | |
Alejandro Miralles |
| Chief Audit & Compliance Officer | November 16, 2017 | |
Fernando Cravero |
| Director of International Operations | March 1,2018 | |
Maximiliano A. Olivera | Sr. Manager of Partners and National Market Alliances | November 1, 2021 | ||
Martin Andres Heine | Director of Digital Growth and Fintech | August 29, 2022 | ||
Guillermo Paez | Director of Platforms and Services | August 29, 2022 | ||
Julio Hutka | Director of B2B Business | December 1, 2023 |
| (1) | The designation of Director does not imply that the officers mentioned in this table are members of the Board of Directors of Telecom Argentina, which is composed of the persons stated in “—Directors, Senior Management and Employees—The Board of Directors” above. The term of officer of Telecom’s Senior Management is contractual in nature. Such contracts do not include a specified expiration date. |
| (2) | The Company is currently in the process of appointing a new Chief Financial Officer and, until such process is completed, the duties of Chief Financial Officer will be performed on an interim basis by Telecom Argentina’s Director of Finance, Mr. Federico Pra. |
As a result of the Acquisition and for purposes of complying with the March 2025 Resolution, the members of the Board of Directors and the management of Telecom Argentina and TMA remain independent of each other. See “Item 4–Information on the Company –Recent Developments–Acquisition of TMA.” The following table lists TMA’s executive officers as of the date of this Annual Report:
Name | | Position | | Date of Designation |
Gabriel Speratti |
| Chief Executive Officer (“CEO”) | February 28, 2025 | |
Carlos Massieri |
| Chief Financial Officer (“CFO”) | July 23, 2023 | |
Diego Martinez |
| Chief Technology and Information Officer (“CTIO”) | June 1, 2021 |
Roberto D. Nóbile is a Public Accountant with a degree from the University of Buenos Aires and an AMP (Advanced Management Program) at Harvard Business School. He was appointed as General Sub - Director of the Company on November 27, 2017. Previously, he had been COO of the Company since May 2016 in charge of Marketing, Sales and Operations. Mr. Nóbile has many years of experience in the telecommunications and media sector. In October 2006, he joined Cablevisión, where he worked for 10 years, as COO and Deputy Managing Director. He joined Arthur Andersen in 1989. Subsequently, he worked at Honeywell as South Regional Controller (Brazil, Argentina and Chile). In 1997, he was CFO of Arte Gráfico Editorial Argentino S.A. He was born on September 27, 1967.
Federico Pra is a Certified Public Accountant with a degree from the Pontificia Universidad Católica Argentina and a Master’s degree in Finance from UCEMA (March 2021 – February 2023). Since December 23, 2025, he has served as Interim CFO of the Company and, since July 2023, as its Director of Finance. He joined Cablevisión in March 2015 as Planning and Management Control Manager. Following the Telecom–Cablevisión merger, he held the position of Director of Administration until June 2023, when he was appointed Director of Finance. Prior to joining Cablevisión, Mr. Pra held senior finance and control positions at Goyaike S.A.A.C.I. y F. (Grupo Pérez Companc) with operations in Argentina, Brazil and Chile, and previously worked at PricewaterhouseCoopers, leading audit engagements for multinational groups. He was born on January 6, 1977.
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Hernán P. Verdaguer is a lawyer specialized in Corporate Law. He did a Postgraduate Program on Communications Law Update (Facultad de Derecho - University of Buenos Aires) and a Postgraduate Program on Business Management (Universidad Argentina de la Empresa, UADE). He was appointed Director of Regulatory Affairs of the Company on November 16, 2017. He joined Diario Clarín in 1994 and then with the creation of Grupo Clarín, he held several positions until becoming Manager of Regulatory Affairs. He held such position until November 2017, when he joined Telecom Argentina. He was born on May 16, 1968.
Pedro Lopez Matheu is a lawyer with a degree from the Universidad Católica Argentina. Mr. Lopez Matheu has 20 years of experience in institutional relations in first-line multinational and national companies. From 1996 to 2006 worked at Grupo Clarín as Public Affairs Manager. He was Chairman of the Newspaper Publisher Association of the City of Buenos Aires, and of the Press Freedom Commission of ADEPA (Asociación de Entidades Periodísticas Argentinas), Vice Chairman of the Association of Argentine Private Radios, and of other national and multinational entities of that sector. From 2006 to 2014 he was Corporate and Government Affairs at Kraft Foods and Mondelez, leading company of food and, for Argentina, Chile, Uruguay and Paraguay. Also, since 2014, he had been Corporate Affairs Director at AXION Energy until he joined the Company. He was born on May 23, 1966.
Pablo C. Casey is a lawyer with a degree from the University of Buenos Aires and holds a Master’s Degree in Law and Economics from Universidad Torcuato Di Tella. He was appointed Director of Legal and Institutional Affairs of Telecom Argentina on November 16, 2017. Previously, he was a member of the Board of Directors of Cablevisión since October 2006. He worked at Grupo Clarín directly and indirectly since 1986 as Manager of Institutional Affairs. Mr. Casey also worked at Estudio Sáenz Valiente & Asociados until 1997, where he worked directly with Grupo Clarín. Between 1997 and 2005, he was the Manager of Legal Affairs of Multicanal. Mr. Casey was also a member of the Board of Directors of Grupo Clarín. He was born on June 20, 1967.
Sebastián Palla is an economist with a degree from the Universidad Torcuato Di Tella. He is Chief of Procurement officer of Telecom Argentina since August 8, 2016. From 2009 to 2016 he worked at Macro Bank as an advisor of the Chairman first, later in the Investment Banking Management area and finally in the Government Banking Management area. From 2006 to 2009, he was in charge of the union of Administradoras de Fondos de Jubilaciones y Pensiones (“AFJP”), first as Executive Director, and later as a Chairman. From 2002 to 2005, he was Chief of Advisor to the Ministry of Finance and then Sub-secretary of Finance of the Ministry of Economy and Public Finance. Mr. Palla was honored as a member of the Young Global Leaders Forum in 2005 (created by the World Economic Forum), also a member of the Eisenhower Fellowship in 2008; and was identified as one of the most influential people of 2007, in Luciana Vazquez’s book “The Education of Those Who Influence.” He was born on June 12, 1974.
Gustavo A. Buezas is a Public Accountant and holds a Master’s Degree in Administration from the University of Buenos Aires (School of Economics), in addition to several degrees in coaching and management. He developed his career at Cablevision since 2001, where he held positions in Operations, Customer Service and Human Resources. He was a key actor during the merger of Telecom and Cablevision and after holding positions through Human Resources function in Telecom, he was part of the Personal Pay start up, as Micro Sistemas SAU Director. He was born on January 29, 1962.
Gonzalo Hita holds a degree in Marketing from the Universidad Argentina de la Empresa (UADE). He also took several specialization courses and programs for upper management at institutions such as IAE Business School (PAD), ESADE Business & Law School, and Universidad del CEMA. He was appointed COO of the Company on November 16, 2017. At Cablevisión, he held, among others, the position of COO and, previously, he had been the Commercial Director since 2000. Mr. Gonzalo Hita was born on June 28, 1970.
Miguel Angel Fernández is an Electronic Engineer from the Universidad de Bahía Blanca and holds an EMBA Program from IAE (2000 — 2001). He was appointed CTO (Chief Technical Officer) of Telecom Argentina on November 16, 2017. He has held the same position at Cablevisión since 2007. Between 1994 and 2006, he was the Technical Manager of Multicanal. Between 1990 and 1994, he was the Field Engineer at Western Atlas Petroleum Service Co. He was born on June 10, 1963.
Alejandro Miralles is an economist with a degree from the University of Buenos Aires. He was appointed as Chief Audit & Compliance Officer in November 2017. He was Director of Human Capital of Telecom Argentina since June 6, 2016. Before that, he was Customer Partner for more than five years at Korn Ferry, the leader global people and organizational advisory firm. He has also worked as Chief Financial Officer at Cablevision for seven years and Chief Executive Officer at Teledigital Cable. Prior to that, he was Investment Officer at CEI Citicorp Holdings and he worked at Citibank N.A. and at Manufacturers Hannover Trust. He was born on December 29, 1963.
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Fernando Cravero holds an undergraduate degree in Marketing, an MBA (Master in Business Administration) and a PAD (Program for Top Management) from the IAE Business School (Universidad Austral). He has also attended courses at ESADE Business & Law School. In March 2018, he was appointed as Telecom Argentina’s Director of International Operations. Previously, he held the position of Operations Manager at Cablevision for seven years, and he had also appointed Regional Manager of Operations at Multicanal in 2000. He founded a CATV company, which was sold in 1997, and has also held several positions in the financial sector. He was born on March 14, 1973.
Maximiliano Olivera holds a Bachelor’s degree in Business Administration, Senior Management Program from ESADE Business & Law School, and a Management Development Program’s degree from UADE. In March 2019, he was appointed Sr. Manager of Partnerships and Alliances of the National Market of Telecom Argentina. Previously, he held the position of Regional Operations Manager in Cablevisión for eight years. In 1999, he joined Multicanal and served as Technical Chief, Commercial Chief, and Regional Chief. He started in the telecommunications industry in 1992, working on the setting up of a CATV company (Cabletotal S.A.), which was sold in 1995 to VCC (Video Cable Comunicación S.A.) where he worked in its technical department until it was sold in 1998. He was born on February 27, 1973.
Martín A. Heine is a Public Accountant with a degree from the University of Buenos Aires. He previously held several managerial positions, including Commercial and Marketing Director, within Telecom. He has been working for 26 years in the telecommunications and media sector. He was appointed Head of Digital Growth on August 29, 2022, from where he is leading the constant development of Personal Pay, Personal’s digital wallet, therefore, adding some interesting features to the fintech market. He was born on May 18, 1973.
Guillermo Paez graduated from the University of Buenos Aires (UBA) with a degree in Engineering Telecommunications and subsequently took post-graduate programs in Senior Management and Business Agility at ESADE Business & Law School. He also achieved a certificated program in innovative strategies and solutions focused on the user at Design Thinkers Academy in Amsterdam. Mr. Paez joined Telecom Argentina in January 2018, where he held the position of Content Platforms Director and since August 2022, has acted as Executive Director of Platforms & Services. He has more than 20 years of experience in the telecommunications industry leading engineering, marketing, product and procurement teams, and working knowledge in different roles and decision-making processes. Prior to joining Telecom Argentina, he worked for 12 years (2006-2018), holding several managerial positions at Cablevision. He was a Product & Innovation Manager (2017-2018), heading a multi-talent team, Flow E2E Program Manager (2014-2016), Supply Chain Manager (2008-2016), and Telcos & Corporate Customers Manager (2007-2008). He also held leadership positions at PRIMA (2000-2007) and Ericsson (1998-1999). He was born on January 12, 1972.
Julio Hutka joined Telecom Argentina in 1999. He graduated from the Universidad Nacional de Córdoba as an Electronic Engineer and a Master of Science in Astronomy. Researcher in Astronomy and Physics of the High Atmosphere, activities developed in the Antarctic Continent. He has more than 25 years of experience at corporate and public sector working in technological business development: i) experience in the oil and gas industry, developed in a multicultural context in different locations worldwide; ii) strongly skilled professional in tech industry, management, business and negotiation; and iii) deep knowledge in telecom. Mr. Hutka was born on March 31, 1973.
Gabriel Speratti holds a Master’s Degree in Business Administration from CEMA University in Buenos Aires and completed an Advanced Management Program at IAE Business School in Argentina as well as Executives Programs at the London Business School and the MIT Sloan School of Management. He has more than 25 years of experience in the telecommunications industry with multiple leadership roles and broad international experience. Prior to joining TMA, he served as Vice president for Central, Andean and South Latin America at American Tower. He has held leadership and telecommunication positions in the United States, Russia, Spain and the United Kingdom, working for Microsoft and Nokia. Gabriel was born January 28th, 1967.
Carlos Massieri is a Public Accountant with a degree from the Universidad de Belgrano and holds a Master’s degree in Economics and Business Administration from ESEADE. With 30 years of experience in the telecommunications sector, he served as CFO of TMA since July 2023. Throughout his career at the Telefónica Group, he has led various roles across accounting, controlling and planning, finance and operations. Between 2009 and 2012, he served as CFO of Telefónica Móviles Uruguay. His earlier experience includes positions at an energy company and a credit-rating agency. He was born on November 2, 1970.
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Diego Martinez has served as CTIO of TMA since June 2021 and holds an MBA from IAE Business School. He developed his professional career at Telefónica-Movistar from 1999, with experience in customer service, operations for both B2B and B2C clients, and technology, including networks and systems. He was born on April 15, 1975.
Supervisory Committee
Argentine law requires any corporation with share capital in excess of P$2,000,000,000 or which provides a public service, or which is listed on any stock exchange or is controlled by a corporation that fulfills any of the aforementioned requirements, to have a Supervisory Committee. The Supervisory Committee is responsible for overseeing Telecom Argentina’s compliance with its bylaws and Argentine law and, without prejudice of the role of external auditors, is required to present a report on the accuracy of the financial information presented to the shareholders by the Board of Directors at the Annual Ordinary Shareholders’ Meeting. The members of the Supervisory Committee are also authorized:
Telecom Argentina’s bylaws provide that the Supervisory Committee is to be formed by (i) five members and (ii) three or five alternate members, elected by the majority vote of all shareholders. Members of the Supervisory Committee are elected to serve one-year terms and may be reelected.
The following table lists the members and alternate members of the Supervisory Committee as of December 31, 2025, and as of the date of this Annual Report:
Name | | Position on the Supervisory Committee | | Profession |
Pablo Andrés Buey Fernández | Member |
| Lawyer | |
Pablo Gabriel San Martín | Member |
| Public Accountant | |
María Ximena Digón | Member |
| Lawyer | |
Alejandro Héctor Massa | Member |
| Public Accountant | |
Saturnino Jorge Funes | Member |
| Lawyer | |
Javier Alegría | Alternate Member |
| Lawyer | |
Rubén Suárez | Alternate Member |
| Public Accountant | |
Matías Alejandro Fredriks | Alternate Member |
| Lawyer | |
Marina Belen Galindez | Alternate Member | Lawyer | ||
María Guadalupe Lucotti |
| Alternate Member |
| Lawyer |
Pablo Andrés Buey Fernández is a lawyer from the University of Buenos Aires and has a Master of Laws from Harvard University Law School. He has been a member of the Supervisory Committee of the Company since April 2016. He is Managing Partner at the Argentine law firm Alegría, Buey Fernández, Fissore and Montemerlo. Mr. Buey Fernández was an associate foreign lawyer at the firm Finley, Kumble, Wagner, Heine, Underberg, Manley & Casey. He is a member of several professional associations. He was a professor at Master’s Degrees programs, post-graduate courses and seminars at Escuela Superior de Economía y Administración de Empresas, at the Facultad de Derecho and the Facultad de Ciencias Económicas from the University of Buenos Aires, and at the Facultad de Derecho of Universidad del Salvador. He was born on August 8, 1957.
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Pablo Gabriel San Martín has been a member of the Supervisory Committee since April 2018. He is the President of SMS Latinoamerica and Partner Director of SMS — San Martin, Suarez y Asociados. Mr. San Martín serves as Chairman of the Audit Committee of the Transnational Auditors Committee of IFAC (International Federation of Accountants.) He served as auditor at the firm Pistrelli, Díaz y Asociados (Arthur Andersen). He is a member of several professional associations and of the steering committee of several binational business chambers and professional organizations. He was a professor at the School of Economic Sciences of University of Buenos Aires and Universidad del Salvador. He wrote articles on subjects within his field of expertise and is regularly invited as lecturer and guest speaker at Argentine and foreign universities. He is a Public Accountant graduated from the University of Buenos Aires. He was born on May 1, 1963.
María Ximena Digón is a lawyer graduated with an Honor Diploma from the Pontifical Catholic University of Argentina. She has been a member of Telecom’s supervisory committee since 2017. She is a partner of the Argentine law firm Errecondo, González & Funes. She also is a member of the Board of Directors and of the supervisory committee of other Argentine companies, mainly in the energy and gas distribution sectors. She is a member of the Public Bar Association of the City of Buenos Aires (Colegio Público de Abogados de la Capital Federal). She was born on June 11, 1975.
Alejandro Héctor Massa has been a member of the Supervisory Committee since April 2018. He was a partner of Deloitte & Co SRL from 1999 to 2017, after Morgan Benedit y Asociados became a member of Deloitte. He is a member of the Argentine Fiscal Association and was a member of the International Fiscal Association. He was a professor at courses and graduate studies in the School of Economic Sciences of University of Buenos Aires, at graduate studies in Universidad Austral located in Rosario, and he served as author and speaker about subjects within his field of expertise. He is a Public Accountant graduated from the University of Buenos Aires. He was born on November 3, 1954.
Saturnino Jorge Funes is a lawyer with a degree from the Universidad del Salvador and a Master’s degree in business law from the Universidad Austral, with honors. He is a founding partner of the Argentine law firm Errecondo, González & Funes. He worked at Shearman & Sterling LLP between 2000 and 2001 as an international associate. He is professor of corporate law at the Universidad del Salvador Law School in Buenos Aires, and a professor at the Masters in Finance and Masters in Law and Economics, both at the Universidad Torcuato Di Tella in Buenos Aires. He is a member of the Public Bar Association of the City of Buenos Aires (Colegio Público de Abogados de la Capital Federal) and of the Buenos Aires City Bar (Colegio de Abogados de la Ciudad de Buenos Aires). He was born on August 6, 1968.
Javier Alegría is a lawyer with a degree from the Pontifical Catholic University of Argentina. He is also a partner at the law firm Estudio Alegria, Buey Fernández, Fissore & Montemerlo. He received a Master of Law from Northwestern University and a certificate in Business Administration from the Kellogg School of Management at Northwestern University. He acted as an international lawyer with Cleary, Gottlieb, Steen & Hamilton LLP law firm from 2003 to 2004. Mr. Alegria is a member of the Public Bar Association of the City of Buenos Aires (Colegio Público de Abogados de la Capital Federal). He is a professor at the University of Buenos Aires Law School and Universidad del CEMA. He was born on August 7, 1974.
Rubén Suárez has been an alternate member of the Supervisory Committee since April 2018. He is a Director at SMS Latinoamerica and a founding partner of SMS — San Martin, Suarez y Asociados. He was a professor at the School of Economic Sciences of University of Buenos Aires and Universidad del Salvador. Permanent and alternate statutory auditor and member of the Supervisory Committee of other Argentine companies. He served as auditor at the firm Pistrelli, Díaz y Asociados (Arthur Andersen). He is a Public Accountant graduated from the University of Buenos Aires. He was born on January 14, 1961.
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Matías Alejandro Fredriks has been an alternate member of the Supervisory Committee since April 2018. He is a partner of the firm Sáenz Valiente & Asociados. Mr. Fredriks is a lawyer graduated from Universidad Nacional de La Plata and holds a Postgraduate Degree in Administrative Law from Instituto de Estudios Judiciales de la Suprema Corte de Justicia de la Provincia de Buenos Aires and a Master’s Degree in Human Resources Management from Instituto de Empresa 1991/1992-Madrid-Spain. Before joining the firm Sáenz Valiente & Asociados in 1994, Mr. Fredriks worked as a lawyer in the Corporate and Legal Advisory division of the firm “
Marina Belen Galíndez has been an alternate member of the Supervisory Committee since April 25, 2025. She is an associate of the Argentine law firm Errecondo, González & Funes. Ms. Galíndez is a lawyer graduated from the University of Buenos Aires. She was born on August 13, 1997.
María Guadalupe Lucotti has been an alternate member of the Supervisory Committee since April 25, 2025. She is an associate of the Argentine law firm Errecondo, González & Funes. Mrs. Lucotti graduated as a lawyer from the Pontifical Catholic University of Argentina. She was born on August 2, 1999.
Compensation
The compensation of the members of the Board of Directors and the Supervisory Committee is established for each fiscal year at the Annual Ordinary Shareholders’ Meeting.
Amounts detailed below are determined in terms of the currency of the transaction’s dates.
The aggregate compensation paid through December 31, 2025, by Telecom Argentina to the members of the Board of Directors and the Supervisory Committee, acting since April 25, 2025, and the executive officers described under “Senior Management” above, for services in all capacities to Telecom Argentina and its subsidiaries during 2025 was P$37,617 million.
As of December 31, 2025, the fees accrued by the members of the Board of Directors and Supervisory Committee, for services in all capacities to Telecom Argentina and its subsidiaries during 2025 performed from January 1, 2025, until December 31, 2025, was P$6,399 million and P$470 million, respectively. Such accrued compensation is subject to approval by the Annual Ordinary Shareholders’ Meeting of 2026.
As of December 31, 2025, compensation paid as advance payments to members of the Board of Directors and Supervisory Committee for services in all capacities to Telecom Argentina and its subsidiaries from January 1, 2025, until December 31, 2025, was P$6,399 million and P$470 million, respectively. Those advance payments were authorized by the Annual Ordinary and Extraordinary Shareholders’ Meeting held on April 25, 2025, and will be deducted from the final compensation determined by the Annual Ordinary Shareholders’ Meeting of 2026, based on the amount proposed by the Board of Directors to the shareholders, with the prior opinion of the Audit Committee of Telecom Argentina.
As of December 31, 2025, compensation accrued by Directors for technical administrative functions and the executive officers described under “—Senior Management” above, for services in all capacities to Telecom Argentina and its subsidiaries during 2025 amounted to P$31,606 million (including fixed and variable compensation, retention plan benefits and, in some cases, severance payments), of which P$23,958 million were paid as of December 31, 2025.
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The Company’s officers (including senior management) receive fixed and variable compensation. A manager’s fixed compensation corresponds with the level of responsibility required for his or her position and the market rate for similar positions. Variable compensation is tied to annual performance goals. Certain officers are beneficiaries of retention plan benefits.
During the year ended December 31, 2025, Telecom Argentina was not required to set aside or accrue any amounts to provide pension, retirement or similar benefits.
Telecom Argentina has no stock option plans for its personnel, or for its members of the Board of Directors or the Supervisory Committee.
Board Practices
Under Argentine law, directors have the obligation to perform their duties with loyalty and the diligence of a prudent business person. Directors are jointly and severally liable to Telecom Argentina, our shareholders and third parties for the improper performance of their duties, for violations of law, our bylaws or regulations and for any damage caused by fraud, abuse of authority or gross negligence. Under Argentine law, specific duties may be assigned to a director by the bylaws or regulations or by resolution of the shareholders’ meeting. In these cases, a director’s liability will be determined based on the performance of these duties, provided that certain recording requirements are met. Under Argentine law, directors are prohibited from engaging in activities in competition with Telecom Argentina without express authorization of a shareholders’ meeting. Certain transactions between directors and Telecom Argentina are subject to ratification procedures established by Argentine law.
The Supervisory Committee is responsible for overseeing our compliance with our bylaws and Argentine law and, without prejudice to the role of external auditors, is required to present to the shareholders at the Annual Ordinary Shareholders’ Meetings a report on the accuracy of the financial information presented to the shareholders by the Board of Directors. See “—Supervisory Committee” for further information regarding the Supervisory Committee.
On May 22, 2001, the Argentine government issued Decree No. 677/01, entitled “Regulation of Transparency of the Public Offering,” or the “Transparency Decree” (replaced since January 28, 2013, by equivalent Sections included in Law No. 26,831). The intention of this decree, which is also stated within Law No. 26,831, was to move towards the creation of an adequate legal framework that may strengthen the level of protection of investors in the market. The main objectives of the Transparency Decree were to promote the development, liquidity, stability, solvency and transparency of the market, generating procedures to guarantee the efficient reallocation from savings to investments and good practices in the administration of corporations.
On May 11, 2018, Productive Financing Law No. 27,440 was published in the Official Gazette. This law amended the Capital Markets Law No. 26,831 regarding the extent of the powers of the CNV; the exercise of preemptive rights on shares offered through public offering in the case of capital increases; private placements; public tender offers; and the jurisdiction of the federal commercial courts of appeals to review the resolutions issued or sanctions imposed by the CNV.
On December 28, 2018, CNV Resolution No. 779/18 was published in the Official Gazette through which the CNV rules were modified in relation to public tender offers, introducing the definition of public tender offer, both mandatory and voluntary, changes to the procedure for delisting and cancellation from the public offering framework, a launch notice template, and changes to the Prospectus template. The Resolution also eliminates the mandatory partial tender offer in the event of an acquisition of a “significant participation” in the capital stock of a listed company that does not imply an acquisition of a controlling interest in the target listed company.
Regarding public tender offers, under Transparency Decree, the offeror was required to formulate a “fair” price to be determined by weighing the results of different company valuation methods, with a minimum floor related to the average market price for the six-month period immediately preceding the date of the agreement. Pursuant to the amendments introduced by the Productive Financing Law and CNV Resolution No. 779/18, the pricing of a tender offer is based on an objective formula which consists of the higher of two existing prices, determined in accordance with Section 14, Chapter II, Title III of the CNV rules as amended by CNV Resolution No. 1012/2024.
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Capital Markets Law No. 26,831 vests in members of the Board of Directors:
| ● | the duty to disclose certain events, such as any fact or situation capable of affecting the value of the securities or the course of negotiation; |
| ● | the duty of loyalty and diligence; |
| ● | the duty of confidentiality; and |
| ● | the duty to consider the general interests of all shareholders over the interest of the controlling shareholder. |
A director will not be liable if, notwithstanding his or her presence at a meeting at which a resolution was adopted or his or her knowledge of the resolution, a written record exists of his or her opposition thereto and he or she reports his or her opposition to the Supervisory Committee before any complaint against him or her is brought before the Board of Directors, the Supervisory Committee, the Annual Ordinary Shareholders’ Meeting, the competent governmental agency or the courts. Any liability of a director vis-à-vis Telecom Argentina terminates upon approval of the directors’ performance by the shareholders at a shareholders’ meeting, provided that, shareholders representing at least 5% of our capital stock do not object and provided that this liability does not result from a violation of the Telecom Argentina’s bylaws, the Argentine law or regulations.
Additionally, Capital Markets Law No. 26,831 provides that those who infringe upon the provisions set forth therein shall be subject, in addition to civil and criminal liability (as applicable), to certain sanctions including warnings, fines, disqualification, suspension or prohibition from acting under the public offering framework.
Telecom Argentina maintains an officers’ and directors’ insurance policy covering claims brought against the officers and/or directors relating to the performance of their duties. As of the date of this Annual Report, the total amount covered by this insurance is US$100 million.
Executive Committee
Telecom Argentina’s bylaws grant the Board of Directors the power to appoint an Executive Committee formed by some of its members and be in charge of Telecom Argentina’s day-to-day affairs, in each case under the supervision of the Board of Directors.
The Board of Directors decided to appoint an Executive Committee on January 1, 2018. On January 31, 2018, the Board of Directors approved the Rules of the Executive Committee (Reglamento de Facultades y Funcionamiento) and on that date the Executive Committee started functions.
Audit Committee
Capital Markets Law No. 26,831 provides that companies with publicly listed shares must appoint an Audit Committee to be formed by three or more members of the Board of Directors. Under CNV rules, the majority of the members of the Audit Committee must be independent. In order to qualify as independent, the director must be independent with respect to the company, any controlling shareholders or any shareholders that are significant participants in the company and cannot carry out executive duties for the company. A member of the Board of Directors cannot qualify as an independent director if he or she is a relative of a person who would not qualify as an independent director if such relative were appointed as a member of the Board of Directors.
In case of resignation, dismissal, death or lack of capacity of any of the members of the Audit Committee, the Board of Directors shall immediately appoint a replacement, who shall remain in office until the following Annual Shareholders Meeting.
According to Capital Markets Law No. 26,831 the duties of the Audit Committee are:
| ● | providing the market with complete information on transactions in which there might be a conflict of interest with the members of the corporate bodies or controlling shareholders; |
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| ● | giving an opinion on the fulfillment of legal requirements and reasonableness of the conditions for the issuance of shares or securities convertible into shares, in the case of capital increases where preemptive rights have been excluded or limited; |
| ● | giving an opinion regarding transactions with related parties in certain cases; |
| ● | supervising internal control systems and verifying the fulfillment of norms of conduct; and |
| ● | giving an opinion regarding the Board of Directors’ proposal to designate external auditors and evaluating their independence, among others. |
Additionally, according to the Regulation for the Implementation of the Audit Committee, the Audit Committee also reviews the plans of internal auditors, supervising and evaluating their performance. The Audit Committee also oversees our cybersecurity risk management process, see “Item 16K—Cybersecurity.”
On April 25, 2025, Telecom Argentina’s Board of Directors appointed Mr. Carlos Alejandro Harrison, Mr. Martín Hector D’Ambrosio and Mr. Ignacio Cruz Moran as members of Telecom Argentina’s Audit Committee. Furthermore, the Board of Directors determined that Mr. Harrison qualifies as the audit committee Financial Expert under SEC guidelines.
Under SEC, NYSE and CNV regulations, Mr. Carlos Alejandro Harrison, Mr. Martín Hector D’Ambrosio and Mr. Ignacio Cruz Moran qualify as independent directors.
As of the date of this Annual Report, the Board of Directors’ meeting for the appointment of the Audit Committee members for the fiscal year 2026 has not yet been held.
Pursuant to Capital Markets Law No. 26,831, the Audit Committee may seek the advice of lawyers and other outside professionals at Telecom Argentina’s expense, so long as the shareholders have approved expenditures for the services of such professionals. For fiscal year 2025, a budget of P$188 million was approved for Audit Committee expenditures. As of the date of this Annual Report, the Annual Ordinary Shareholders’ Meetings approving the Audit Committee expenditures for year 2026 has not yet been held.
Risk Management Committee
In 2012, the Board of Directors of Telecom Argentina approved the implementation of an Enterprise Risk Management Process at Telecom, and the creation of a Risk Management Committee.
The Committee is composed of the CEO, CFO, Chief Audit & Compliance Officer and Finance Director. This Committee is chaired by the CEO and coordinated by the CFO. The Board of Directors of Telecom Argentina also approved the creation of the Risk Management function, which must be convened by the Finance Department and whose responsible person also serves as Secretary of the Risk Management Committee and reports to the CFO.
The duties of this committee include reviewing and implementing policies, mechanisms and procedures to identify, to measure and to mitigate risks for Telecom Argentina, and recommend any steps or adjustments it deems necessary to reduce the risk profile of the organization.
The Company follows the guidelines provided under the Enterprise Risk Management — Integrated Framework issued by COSO, in order to carry on its Enterprise Risk Management process. Financial reporting risks are reviewed and certified under Section 404 of the Sarbanes Oxley Act.
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The main risks faced by the Company are those affecting its capital, those related to its customers, internal processes and technology matters, and those related to geopolitical, macroeconomic, regulatory, labor, environmental, climate change, security, social, digital security, cybersecurity, compliance and legal matters, fraudulent actions, competition, among others.
Telecom Argentina has established different action plans that endeavor to mitigate, in whole or in part, very critical and critical risks. However, it cannot be assured that such plans are totally effective, or other events, unforeseen as of the date of this Annual Report, could arise and affect the performance of Telecom Argentina.
Employees and Labor Relations
Our employees are represented by different trade unions and labor organizations, including FATEL and FOEESITRA, both federations are comprised of different trade unions, UPJET, FOMMTRA and CEPETEL, associations that represent senior and professional staff and SATSAID (Argentine Union of Television, Audiovisual, Interactive and Data Services), a single union that represents both workers and the senior staff, as well as unions representing trade employees, traveling salespeople, announcers and press workers.
In addition, Telecom actively promotes communication with all trade unions and with the different stakeholders involved, creating formal and informal communication channels, at national and local levels, with union leaders and internal committees. Telecom encourages and fosters working in shared spaces with all trade unions, convening joint and ongoing work meetings to address the following agenda: Occupational Health and Safety, Environment, Training, Diversity and Occupational Guidance and Work Organization. All the union representations attended and actively participated in those meetings.
In recent years we have conducted wage negotiations with all trade unions aiming to increase salaries in Argentine Pesos as a response to high inflation rates in Argentina. Wage negotiations were conducted in a cooperative environment; the company experienced no industrial action. Collective bargaining agreements were executed with the Argentine Association of Cable Television for employees represented by SATSAID and SALCo, and directly with the “Trade Union Unity” (Mesa de Unidad Sindical)—which brings together the various telephone unions (FATEL, FOEESITRA, FOPPSTA, CEPETEL)—alongside UPJET and press worker unions.
As of December 31, 2025, the total number of Telecom employees was 27,818 (of which 9,128 were from TMA), as compared to 19,987 employes as of December 31, 2024, and 21,262 employees as of December 31, 2023. As of December 31, 2025, 27,213 employees were located in Argentina (of which 9,128 were from TMA), 459 employees were located in Paraguay, 142 employees were located in Uruguay, two employees were located in the United States and two employee were located in Chile. As of December 31, 2024, 19,380 employees were located in Argentina, 456 employees were located in Paraguay, 148 employees were located in Uruguay, two employees were located in the United States and one employee was located in Chile. As of December 31, 2023, 20,663 employees were located in Argentina, 448 employees were located in Paraguay, 149 employees were located in Uruguay and two employees were located in the United States.
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Share Ownership
Share Ownership by directors, executive officers, and Supervisory Committee members
Capital stock of Telecom Argentina held by members of the Board of Directors and Supervisory Committee is as follows:
| ● | Alejandro A. Urricelqui: 114,458 Class B Shares and 69,200 ADRs; |
| ● | Mariano M. Ibáñez: 4,370 ADRs; |
| ● | Baruki L.A. González: 188,500 Class B Shares; and |
| ● | Pablo G. San Martín: 740 Class B Shares. |
Capital stock of Telecom Argentina held by the senior management is as follows:
| ● | Mr. Roberto Nóbile: 11,000 Class B Shares; |
| ● | Mr. Fernando Cravero: 7,401 Class B Shares and 1,200 ADRs; |
| ● | Mr. Guillermo Páez: 2,943 Class B Shares and 2,015 ADRs Class B; |
| ● | Mr. Martin Heine: 4,500 ADRs Class B; and |
| ● | Mr. Gustavo Buezas: 10,500 Class B Shares. |
No other member of Telecom Argentina’s senior management holds capital stock of Telecom Argentina.
Share Ownership Plan
We do not have any arrangements currently in force involving our employees, directors or senior management regarding the capital stock or notes of the Company.
At the time of the privatization of ENTel in 1990, the Argentine government created a Share Ownership Plan (“SOP”), for the employees of ENTel and Compañía Argentina de Teléfonos (CAT), which were acquired by Telecom Argentina, Telintar and Startel. Pursuant to the Privatization Regulations, 10% of Telecom Argentina’s then-outstanding shares, consisting of 98,438,098 Class C Shares, were transferred by the Argentine government to Telecom Argentina, Telintar, and Startel employees previously employed by ENTel and CAT. This transfer was made through a general transfer agreement signed on December 29, 1992. Our Class C Shares consist exclusively of shares originally sold in connection with the SOP. Most of Class C Shares were converted into Class B Shares from time to time. As of the date of this Annual Report, the outstanding number of Class C Shares is 106,734.
Disclosure of a registrant’s action to recover erroneously awarded compensation
Not applicable.
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ITEM 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
Ownership of Telecom Argentina Common Stock
The following table sets forth, as of December 31, 2025, each beneficial owner of 5% or more of each class of Telecom Argentina’s shares.
| | | Percent of |
| |||
Number of Shares | Percent of | Total Capital |
| ||||
Owned | Class | Stock (1) |
| ||||
Class A Shares: |
| |
| |
| | |
FTL |
| 448,679,250 |
| 65.61 | % | 20.83 | % |
Voting Trust (3) |
| 235,177,350 |
| 34.39 | % | 10.92 | % |
Total Class A Shares |
| 683,856,600 |
| 100 | % | 31.75 | % |
Class B Shares (listed in BCBA): |
| |
| |
| | |
ANSES - FGS |
| 246,018,839 |
| 39.17 | % | 11.42 | % |
Others (2)(4) |
| 382,039,180 |
| 60.83 | % | 17.74 | % |
Total Class B Shares |
| 628,058,019 |
| 100 | % | 29.16 | % |
Class C Shares: |
| |
| |
| | |
Others |
| 106,734 |
| 100 | % | 0.01 | % |
Total Class C Shares |
| 106,734 |
| 100 | % | 0.01 | % |
Class D Shares: |
| |
| |
| | |
Cablevisión Holding S.A. |
| 606,489,308 | 72.06 | % | 28.16 | % | |
Voting Trust (3) |
| 235,177,350 |
| 27.94 | % | 10.92 | % |
Total Class D Shares |
| 841,666,658 |
| 100 | % | 39.08 | % |
Total Capital Stock |
| 2,153,688,011 |
| — |
| 100.00 | % |
| (1) | Represents the respective percentage over the total of Telecom Argentina’s shares, regardless of their class. |
| (2) | Includes 198,085,167 Class B Shares in the form of ADSs owned by FTL representing 31.54% of total Class B Common Shares and 9.2% of Telecom Argentina’s total capital stock. Subsequent to December 31, 2025, FTL completed a registered secondary offering of 4,050,549 ADSs, each representing five Class B common shares of Telecom Argentina (equivalent to 20,252,745 Class B common shares). FTL granted the underwriters an option to purchase up to 607,582 additional ADSs (equivalent to 3,037,910 Class B common shares), which option was exercised in full. The offering priced on February 10, 2026 and settled on February 12, 2026. The transaction consisted exclusively of the sale of existing shares by FTL, did not involve the issuance of new shares by the Company and did not result any proceeds to the Company. As a result, FTL’s ownership interest was reduced subsequent to the reporting date. |
| (3) | Trust created under the Voting Trust Agreement of April 15, 2019, composed of 50% of Class A Shares and 50% of Class D Shares. Trustees: Héctor Horacio Magnetto and David Martínez Guzmán. See “Item 7—Major Shareholders and Related Party Transactions—Major Shareholders—Telecom Shareholders’ Agreement.” |
| (4) | 1.62% of the Class B Shares are owned by minority shareholders through BYMA, and 16.12% correspond to the ADSs issued on the NYSE. |
As of December 31, 2025, there were approximately 69.43 million American Depositary Shares outstanding (representing rights to 347.15 million Class B Shares or 55.3% of total Class B Shares). Further, as of December 31, 2025, there were approximately 63 registered holders of American Depositary Shares in the United States and approximately 43,350 holders of Class B Shares in Argentina.
Because some Class B Shares are held by representatives, the number and domicile of registered shareholders may not exactly reflect the number and domicile of beneficial shareholders.
All shares have equal voting rights. Class A Shares and Class D Shares have certain veto rights, as described under “—Telecom Shareholders’ Agreement” and the Company’s bylaws.
The Ordinary and Extraordinary General Meeting and the Special Meeting of Class C Shares, held on December 15, 2011, approved the power for the additional conversion of up to 4,593,274 Class C Shares into the same amount of Class B Shares in one or more tranches. As of December 31, 2025, 4,486,540 Class C Shares were converted into Class B Shares in 13 tranches. As of the date of this Annual Report, 106,734 Class C Shares are still pending to be converted into Class B Shares.
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Major Shareholders
CVH is the direct holder of 28.16% of Telecom Argentina’s total capital stock (in the form of Class D Shares). Additionally, both VLG Argentina (currently merged and absorbed by CVH) and FTL, contributed to the Voting Trust, in accordance with the Shareholders’ Agreement, shares representing 10.92% of the capital of the Company so the shares subject to such agreement represent 21.84% of the total capital of the Company (the “Shares in Trust”). See “—Telecom Shareholders’ Agreement.”
CVH is an Argentine corporation, and its primary purpose is to hold capital stock in corporations whose object and purpose is to provide ICT Services and Audiovisual Communication Services. Its controlling shareholder, in turn, is GC Dominio, another Argentine corporation.
On April 28, 2023, the Annual Ordinary and Extraordinary Shareholders’ Meetings of CVH approved the corporate reorganization process consisting of the merger by absorption of VLG and the Pre-merger Commitment. The Definitive Merger Commitment was executed by public deed dated June 5, 2023.
On September 1, 2023, IGJ proceeded to register in its Public Registry the merger by absorption of VLG and its dissolution without liquidation with effect from January 1, 2023.
As of December 31, 2025, FTL was the direct holder of 30.03% of Telecom Argentina’s total capital stock (Class A Shares and ADS representing Class B Shares). Until December 31, 2017, FTL was Telecom Argentina’s controlling shareholder.
FTL is a Delaware (United States) limited liability company, and is a wholly-owned direct subsidiary of Fintech Holdings Inc. Its primary purpose is to hold, directly and indirectly, the securities of Telecom Argentina. Fintech Holdings Inc., a Delaware (United States) corporation, is directly controlled by Mr. David Martínez.
Telecom Shareholders’ Agreement
On July 7, 2017, FTL, certain of its affiliates and CVH entered into a shareholders’ agreement (“Telecom Shareholders’ Agreement”), which regulates certain matters as to the corporate governance of Telecom Argentina which became effective upon completion of the Merger, while other provisions became effective simultaneously upon execution of the Telecom Shareholders’ Agreement.
The Telecom Shareholders’ Agreement provides, among other matters, the following:
| ● | Any shareholders party to the Telecom Shareholders’ Agreement (any such shareholder, a “SHA Party”) are subject to restrictions on the transfer of all their Telecom Argentina shares including (i) the right of first refusal to purchase such shares from a selling SHA Party, (ii) certain tag-along rights of each other SHA Party and (iii) so long as a SHA Party holds at least a certain minimum amount of shares, such SHA Party will be entitled to certain drag-along rights pursuant to which it will be able to require the other SHA Parties to sell, together with the dragging SHA Party, a number of shares that represents in the aggregate at least fifty-one percent (51%) of our shares; |
| ● | FTL and CVH undertook to execute a voting trust agreement (the “Voting Trust Agreement”), which was formalized on April 15, 2019, pursuant to which FTL and VLG Argentina contributed 235,177,350 Class A Shares and 235,177,350 Class D Shares of Telecom, respectively, to a voting trust (the “Voting Trust”) which, when added to the shares that CVH holds in Telecom, exceed fifty percent (50%) of the outstanding shares, and (ii) CVH and FTL each appointed a co-trustee. The shares contributed to the Voting Trust will be voted by the co-trustee of CVH in accordance with the vote of CVH or following the instructions of CVH, except in respect of certain matters subject to veto under the Telecom Shareholders’ Agreement, in which case such shares will be voted by the co-trustee of FTL in accordance with the vote of FTL or following the instructions of FTL; |
| ● | The Board of Directors of Telecom Argentina will consist of an odd number of members between 11 to 17. Each of FTL, CVH and the Voting Trust will vote or cause to be voted, their shares, whether held directly or indirectly, in favor of the election of directors designated by FTL and CVH, a majority of which will be designated by CVH, subject to CVH and FTL satisfying certain ownership thresholds of the shares; |
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| ● | Subject to CVH and FTL satisfying certain ownership thresholds of the shares, CVH will be entitled to designate the CEO and all key employees of Telecom Argentina and its subsidiaries other than the CFO and the Internal Auditor, including the Chief Operating Officer, Chief Technical Officer, Director of Supply, Legal Director, Human Resources Director, Regulatory Affairs Director, Institutional Relationship Director, Chief of Compliance, any other officer or employee having a direct line of reporting to the CEO or a joint line of reporting to the CEO and the Vice Chairman of the Board or the Deputy CEO and any other officer or employee holding commensurate responsibilities. FTL will be entitled to designate the CFO and the Internal Auditor; |
| ● | An Executive Committee of Telecom Argentina will be established consisting of five members, of which three will be designated by CVH and two will be designated by FTL, in each case subject to the SHA Party maintaining certain ownership thresholds. In addition, CVH will be entitled to designate two members of our Audit Committee and three members of our Supervisory Committee and FTL will be entitled to designate one member of the Audit Committee and two members of the Supervisory Committee; |
| ● | Prior to each of our shareholder meetings or any other meeting upon which certain veto matters will be decided, CVH and FTL agree to hold meetings at which their representatives will determine how CVH and FTL, and the Voting Trust, if in effect, will vote their shares at such meeting in accordance with the provisions of the Telecom Shareholders’ Agreement; |
| ● | We are required to maintain a listing of the Class B Shares and the ADSs representing the Class B Shares on the BYMA and the NYSE, respectively; |
| ● | Each SHA Party and its respective affiliates is prohibited from acquiring any of our capital stock from a third party without (i) proper notice to the other SHA Party and (ii) the right for such other SHA Party to purchase fifty percent (50%) of the shares to be purchased from the third party; provided that CVH may acquire an additional two percent (2%) of our shares without complying with the foregoing obligations; |
| ● | In the event that a tender offer was required in connection with the Merger, CVH would launch such tender offer to acquire Class B Shares, and FTL would be jointly and severally liable for payment for, and would receive following the closing of such tender offer, fifty percent (50%) of any of our Class B shares tendered in such tender offer; subject to the right of CVH to acquire 100% of the shares tendered until it acquired shares (including any Telecom shares acquired (other than from FTL and its affiliates) since the Merger) representing up to 2% of Telecom’s total capital stock, see “Item 7— Major Shareholders and Related Party Transactions — Major Shareholders—Public tender offer due to change of control”; |
| ● | Subject to satisfying certain ownership thresholds, each of FTL and CVH, and certain other shareholders that subsequently become a SHA Party, will have certain veto rights over our corporate governance matters; |
| ● | The SHA Party agree to cause us to declare and pay dividends if our consolidated operating cash flows exceed a certain threshold, after taking into consideration certain adjustments; and |
| ● | Each SHA Party will have certain registration rights with respect to our Class B Shares subject to the SHA Party satisfying certain ownership thresholds. |
A copy of the Telecom Shareholders’ Agreement has been filed with the SEC and can be found as Exhibit 99.3 incorporated by reference into the Schedule 13D filed on January 2, 2018. As a result of the Merger and the arrangements resulting from the Telecom Shareholders’ Agreement, CVH has been considered to have acquired control of us.
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Related Party Transactions
Our policy is to make transactions with related parties on arm’s-length basis.
In addition, Section 72 of Capital Markets Law No. 26,831 provides that before a publicly-listed company may enter into an act or contract involving a “relevant amount” with a related party or parties, the publicly-listed company must obtain approval from its Board of Directors and obtain a valuation report from its Audit Committee or two independent valuation firms that demonstrates that the terms of the transaction are consistent with those that could be obtained at an arm’s-length basis. If the Audit Committee or two independent valuation firms do not find that the terms of the contract are consistent with those that could be obtained on an arm’s-length basis, approval must be obtained from the shareholders. “Relevant amount” means an amount which exceeds 1% of the issuers’ equity as contained in the latest approved financial statements.
Related-party transactions involving Telecom Argentina that exceed 1% of its shareholders’ equity are subject to a prior approval process established by Capital Markets Law No. 26,831, Telecom’s Bylaws and the Rules of the Executive Committee to verify that the agreement could reasonably be considered in accordance with normal and customary market practice.
Transactions with related parties of Grupo Clarín for the year ended December 31, 2025, resulted in income for telecommunication services rendered by us of P$6,375 million and expenses for services received of P$80,750 million.
Transactions with associates and joint venture resulted in income for services rendered of P$915 million as of December 31, 2025. Additionally, transactions with associates and joint venture resulted in expenses of P$2,309 million as of December 31, 2025.
As of December 31, 2025, we had no loans outstanding to the executive officers of Telecom Argentina.
For further information on our related party transactions and our outstanding balances with related parties, please see Note 28 to our Consolidated Financial Statements, are incorporated herein by reference.
Interests of Experts and Counsel
Not applicable.
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ITEM 8.FINANCIAL INFORMATION
Consolidated Statements and Other Financial Information
See Item 18 for Telecom Argentina’s Consolidated Financial Statements. For a description of events that have occurred since the date of the Company’s Financial Statements, see “Item 4—Information on the Company—Recent Developments.”
Legal Proceedings
The descriptions of the legal proceedings, including labor claims, general proceedings and consumer trade union proceedings in Note 20 to our Consolidated Financial Statements are incorporated herein by reference.
Dividend Policy
See the descriptions of Dividend Policy in “Item 10—Additional Information—Telecom Argentina’s Capital Stock—Dividends,” and the descriptions of dividends paid in “Item 5—Operating and Financial Review and Prospects—Liquidity and Capital Resources—Liquidity—Dividends to Shareholders.”
Significant Changes
Except as identified in this Annual Report, no undisclosed significant changes have occurred since the date of the Consolidated Financial Statements. See “Item 3—Key Information—Risk Factors” and “Item 5—Operating and Financial Review and Prospects—Years ended December 31, 2025, 2024 and 2023—Factors Affecting Results of Operations.”
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ITEM 9.THE OFFER AND LISTING
The number of shares as of December 31, 2025, was as follows:
| Outstanding | |
Class of shares (*) | Shares | |
Class A Shares |
| 683,856,600 |
Class B Shares |
| 628,058,019 |
Class C Shares |
| 106,734 |
Class D Shares |
| 841,666,658 |
Total |
| 2,153,688,011 |
(*) | Share (nominal value P$1 each) with one vote each |
The Class B Shares are currently listed on the BYMA under the symbol “TECO2.” The ADSs are currently listed on the NYSE under the symbol “TEO.” Each ADS issued by the Depositary represents rights to five Class B Shares.
The ADSs held by the Depositary under the Deposit Agreement dated as of May 7, 2021, among Telecom Argentina, the Depositary and the registered holders from time to time of the ADSs issued thereunder (the “Deposit Agreement”) trade on the NYSE. Each ADS represents rights to five Class B Shares.
The BYMA is the largest stock market in Argentina. Trading on the BYMA is conducted by continuous open auction, from 11:00 a.m. to 5:00 p.m. each business day. The BYMA also operates a continuous electronic market system each business day, on which privately arranged trades are registered and made public.
Certain historical information regarding the BYMA is set forth in the table below.
| 2025 | | 2024 | | 2023 | |
Market capitalization (P$ billions) (1) |
| 116,837 |
| 113,270 |
| 42,042 |
As percent of GDP (2) |
| 14 |
| 18 |
| 21 |
Volume (P$ million) (1)(3) |
| 4,023,798.7 |
| 1,629,522,218 |
| 379,665,221 |
Average daily trading volume (P$ million) (1)(3) |
| 16,696,261 |
| 6,415,444 |
| 1,562,408 |
Number of traded companies (including Cedears) |
| 475 |
| 420 |
| 370 |
| (1) | End-of-period figures for trading on the BYMA (includes domestic and non-domestic public companies). |
| (2) | According to INDEC revised figures of GDP at current prices for the selected period, published as of December 31, 2025. The amount for 2025 is based on the last information available as of the filing date. |
| (3) | The amount for 2025 is based on the sum of the information published monthly. |
Source: Instituto Argentino de Mercado de Capitales
Plan of Distribution
Not applicable.
Selling Shareholders
Not applicable.
Dilution
Not applicable.
Expenses of the Issue
Not applicable.
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ITEM 10.ADDITIONAL INFORMATION
MEMORANDUM AND ARTICLES OF ASSOCIATION
Register
Telecom Argentina’s bylaws were registered before the IGJ on July 13, 1990, under number 4,570, book 108, volume “A” of Corporations. The Extraordinary Shareholders’ Meeting and Class A Shares and Class D Shares Special Shareholders’ Meetings held on October 10, 2019 approved the amendment of Sections 4, 5 and 6 of the Bylaws, so that Class A Shares and Class D Shares may be certified shares in accordance with applicable law or book-entry shares, as decided by Class A Shares and Class D Shares Special Shareholders’ Meetings, respectively. The registration of these amendments before IGJ occurred on March 13, 2020. Afterwards, the Extraordinary Shareholders’ Meeting and Class A Shares and Class D Shares Special Shareholders’ Meetings held on December 11, 2020 approved the amendment of Section 10 of the Company’s Bylaws so as to establish a minimum prior notice for any call to Board Meetings of five calendar days, except in the event of urgency, in which case the Meeting may be called with a prior notice of one day, and to establish new means of notification of calls for said Meetings. The registration of these amendments before IGJ occurred on February 1, 2021.
Telecom Argentina’s bylaws with all subsequent amendments were registered before the IGJ on August 31, 2021, under number 13595, book 104 of Corporations.
Object and Purpose
Telecom Argentina’s object and purpose is to provide, directly or through third parties, or in association with third parties, ICT Services, whether these ICT services are fixed, mobile, wired, wireless, national or international, with or without its own infrastructure, and to provide Audiovisual Communication Services (“AC Services”).
Pursuant to its object and purpose, Telecom Argentina may supply, lease, sell and market in any manner, all kinds of equipment, infrastructure, goods and services related to or supplementary with ICT Services and AC Services. Telecom Argentina may undertake works and provide all kinds of services, including advisory and safety services, in connection with ICT Services and AC Services.
To fulfill its object and purpose, Telecom Argentina has full legal capacity to acquire rights, undertake obligations and take any action that is not forbidden by law and by its bylaws, including the capacity to borrow funds, publicly or privately, through the issue of debentures and negotiable obligations. Telecom Argentina may constitute companies, acquire equity interests in other companies and enter into any kinds of association agreements.
Any amendment to the corporate object and purpose shall be in compliance with the respective legal regulations in force.
Telecom Argentina’s Capital Stock
The following is a summary of the rights of the holders of Telecom Argentina shares. These rights are set out in Telecom Argentina’s estatutos sociales (bylaws) or are provided for by applicable Argentine law. These rights may differ from those typically provided to shareholders of U.S. companies under the corporation laws of some states of the United States.
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Limited liability of shareholders
Under Argentine law, a shareholder’s liability for losses of a company is generally limited to the value of his or her shareholdings in the company. Under Argentine law, however, a shareholder who votes in favor of a resolution that is subsequently declared void by a court as contrary to Argentine law or a company’s bylaws (or regulations, if any) may be held jointly and severally liable for damages to such company, to other shareholders or to third parties resulting from such resolution. In connection with recommending certain actions for approval by shareholders, the Board of Directors of Telecom Argentina occasionally obtained opinions of internal and/or external counsel concerning the compliance of the actions with Argentine law and our bylaws (or regulations, if any). We currently intend to obtain similar opinions in the future as the circumstances require it. Although the issue is not free from doubt, based on advice of counsel, we believe that a court in Argentina in which a case has been properly filed would hold that a non-controlling shareholder voting in good faith and without a conflict of interest in favor of such a resolution based on the advice of counsel that such resolution is not contrary to Argentine law or our bylaws or regulations, would not be liable under this provision.
Voting Rights
Pursuant Telecom Argentina’s bylaws, each share entitles the holder thereof to one vote at the shareholders’ meetings. All of Telecom Argentina’s directors are appointed jointly by shareholders in an Ordinary Shareholders’ Meeting.
Under Argentine law, shareholders are entitled to cumulative voting rights for the election of up to one-third of the vacancies to be filled on the Board of Directors and the Supervisory Committee. If any shareholder notifies a company of its decision to exercise its cumulative voting rights not later than three business days prior to the date of the Ordinary Shareholders’ Meetings, all shareholders are entitled, but not required, to exercise their cumulative voting rights as well.
Through the exercise of cumulative voting rights, the aggregate number of votes that a shareholder may cast is multiplied by the number of vacancies to be filled in the election, and each shareholder may allocate the total number of its votes among a number of candidates not exceeding one-third of the number of vacancies to be filled. Shareholders not exercising cumulative voting rights are entitled to cast the number of votes represented by their shares for each candidate. The candidates receiving the most votes are elected to the vacancies filled by cumulative and non-cumulative voting. In case of tie between the candidates voted under the same system, the two candidates that received the most votes will participate in a run-off election, and the candidate receiving the most votes in the run-off election will be deemed elected.
In addition, any person who enters into a voting agreement with other shareholders in a public company must inform the CNV of that voting agreement and must file a copy of that voting agreement before the CNV.
Shareholders’ Meetings
Shareholders’ meetings may be ordinary meetings or extraordinary meetings. Telecom Argentina is required to hold an annual ordinary shareholders’ meeting (“Annual Ordinary Shareholders’ Meeting”) in each fiscal year to consider the matters outlined in Section 234 of the GCL, Section 71 of Law No. 26,831 and CNV rules, including but not limited to:
| ● | approval of Telecom Argentina’s financial statements and general performance of the directors and members of the Supervisory Committee for the preceding fiscal year; |
| ● | election, removal and remuneration of directors and members of the Supervisory Committee; |
| ● | allocation of profits; and |
| ● | appointment of external auditors. |
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Matters which may be considered at these or other ordinary meetings include, but are not limited to:
| ● | consideration of the responsibility of directors and members of the Supervisory Committee; and |
| ● | capital increases and the issuance of notes. |
Extraordinary shareholders’ meetings (“Extraordinary Shareholders’ Meetings”) may be called at any time to consider matters beyond the scope of the ordinary shareholders’ meetings, including amendments to the bylaws, issuances of certain securities that permit profit sharing, anticipated dissolution, merger and transformation from one type of company to another, etc.
Shareholders’ meetings may be convened by the Board of Directors or the members of the Supervisory Committee. The Board of Directors or the members of the Supervisory Committee are also required to convene shareholders’ meetings upon the request of any shareholder or group of shareholders holding at least 5% in the aggregate capital stock of Telecom Argentina. If the Board of Directors or the members of the Supervisory Committee fail to do so, the meeting may be called by the CNV or by the Argentine courts.
Notice of the shareholders’ meeting must be published in the Official Gazette and in a widely circulated newspaper in Argentina, at least twenty days before the shareholders’ meeting. In order to attend a meeting, shareholders must submit proper evidence of their ownership of shares via book-entry account held at the Caja de Valores S.A. in the case of Class B Shares and Class C Shares, and via book-entry account held by the Company of Class A Shares and Class D Shares. Entitled to attend the meeting, a shareholder may be represented by proxy.
Holders of ADSs are not entitled to attend or vote at a shareholders’ meeting but its Deposit Agreement provides for certain procedures to instruct the Depositary to vote deposited Class B Shares in accordance with instructions provided by the holders of the ADSs. For voting instructions to be valid, the depositary must receive them on or before the date indicated in the relevant notice. There is no guarantee that an ADS holder will receive voting materials in time to instruct the depositary to vote.
The quorum for Ordinary Shareholders’ Meetings consists of a majority of the capital stock entitled to vote. In Ordinary Shareholders’ Meetings, resolutions may be adopted by the affirmative vote of a majority of the shareholders present that have issued a valid vote, without counting voluntary abstentions. If there is no quorum at the meeting, a second Ordinary Shareholders’ Meetings may be called. The meeting in a second call can be held whatever the number of the shareholders at the meeting, and resolutions may be adopted by a majority of the shareholders present.
The quorum for Extraordinary Shareholders’ Meetings is 60% of the capital stock entitled to vote. If there is no quorum at the Extraordinary Shareholders’ Meeting, a second Extraordinary Shareholders’ Meeting may be called. The quorum for Extraordinary Shareholders’ Meetings in a second call is the 30% of the present capital stock. In both cases, decisions are adopted by a majority of valid votes, except for certain fundamental matters, including:
| ● | mergers and spin-offs, when Telecom Argentina is not the surviving entity; |
| ● | anticipated liquidation; |
| ● | change of Telecom Argentina’s domicile to a domicile outside Argentina; |
| ● | total or partial repayment of capital; or |
| ● | a substantial change in the corporate object and purpose. |
Each of these actions requires a favorable vote of more than 50% of all the capital stock entitled to vote.
In some of these cases, a dissenting shareholder is entitled to appraisal rights.
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Any resolution adopted by the shareholders at Ordinary or Extraordinary Shareholders’ Meetings that affects the rights of one particular class of capital stock must also be approved or ratified by a special meeting of that class of shareholders. The special meeting will be governed by the rules for Ordinary Shareholders’ Meetings.
In addition, and pursuant to the amendment to the bylaws approved on August 31, 2017, a favorable resolution by a special meeting of the Class A and/ or the Class D will be required in order to approve any Supermajority Matter. That special meeting will be required to the extent the Class A or the Class D represent more than 15% of the capital stock, respectively, or 20% of the capital stock if the decision involves the approval of the Business Plan or the Annual Budget.
Dividends
Dividends can be lawfully paid and declared only out of our realized and liquid profit. The declaration, amount and payment of dividends are determined by a majority vote at a shareholders’ ordinary meeting of Telecom Argentina’s capital stock.
For these purposes, the Board of Directors must submit our financial statements for the previous fiscal year, together with a report thereon by the Board of Directors, to the shareholders for their approval at an Annual Ordinary Shareholders’ Meetings.
In preparing the Annual Report in compliance with Argentine requirements, at the end of each fiscal year, the Board of Directors analyzes Telecom Argentina’s economic and financial position and its compliance with the abovementioned restrictions. The Board of Directors also takes into account the funds needed for operative purposes for the following fiscal year. The Board of Directors then proposes a course of action with respect to retained earnings, which may or may not include a dividend distribution. The decision with regards to the proposal of the Board of Directors is made by Telecom Argentina’s shareholders at the shareholders’ meeting.
Upon the approval of the financial statements, the shareholders determine the allocation of Telecom Argentina’s net profits (if any). Under the GCL, dividends may only be declared out of liquid and realized profits determined based on non-consolidated financial statements prepared in accordance with GAAP effective in Argentina (i.e. IFRS Accounting Standards in the case of listed companies as Telecom Argentina) and other applicable regulations issued by the CNV and other regulatory bodies. Furthermore, liquid and realized profits can only be distributed when all accumulated losses from past periods have been absorbed and the legal reserve has been constituted or reconstituted. In addition, the Telecom Shareholders Agreement includes certain provisions regarding the payment of dividends under certain circumstances. Under CNV rules, a shareholders’ meeting convened to approve financial statements in which accumulated results show negative balances in Retained Earnings of such magnitude as to trigger the application, as applicable, of Articles 94(5), 96 or 206 of the GCL, or, conversely, in which retained earnings are positive, must adopt an express resolution addressing those matters. For such purpose, the agenda of the relevant meeting must specifically include these matters. In addition, the GCL requires Argentine companies to allocate 5% of any net profits to a legal reserve, until the amount of this reserve equals 20% of our capital stock. The legal reserve is not available for distribution. The remainder of net profits may be paid as dividends on common stock or retained as a voluntary reserve or other account, or a combination thereof, all as determined by the shareholders. As a result of these rules the balance of retained earnings after the allocation approved by the Annual Ordinary Shareholders’ Meeting should be zero. As provided by CNV Resolution No. 609/12, positive retained earnings generated by the mandatory adoption of IFRS Accounting Standards as from January 1, 2012, should be assigned to a special reserve that can only be utilized for its capitalization or to absorb negative retained earnings.
Furthermore, CNV Resolution No. 777/18 established that “earnings distributions shall be considered in the currency as of the shareholders’ meeting date using the price index corresponding to the previous month of said Meeting.”
Dividends may not be paid if the legal reserve has been impaired, nor until it has been fully replenished. Shareholders’ rights to collect dividends expire three years after the distribution date pursuant to Section 17 of Telecom Argentina’s bylaws.
Argentine law permits the Board of Directors of certain companies, such as Telecom Argentina, to approve the distribution of anticipated dividends on the basis of financial statements especially prepared for the purpose of paying such dividends, provided that both the external auditors and the Supervisory Committee have issued an opinion report. The actual payment of these dividends is made on an interim basis, and they are paid on account of the dividends to be determined in the Annual Ordinary Shareholders’ Meeting on the basis of the financial statements for the year.
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See Notes 14 and 22 to our Consolidated Financial Statements regarding restrictions on distributions of profits and dividends.
Capital increase and reduction
Telecom Argentina may increase its capital upon authorization of an Ordinary Shareholders’ Meeting. All capital increases must be confirmed by the CNV, published in the Official Gazette and recorded with the IGJ. Capital reductions may be voluntary or mandatory. Shares issued in connection with any capital increase must be divided among the various classes in proportion to the number of shares of each class outstanding as of the date of the issuance, provided that the number of shares of each class actually issued may vary based on the exercise of preemptive rights and additional accretion rights in accordance with the procedure described under “—Preemptive Rights” below.
A voluntary capital reduction must be approved by an Extraordinary Shareholders’ Meeting and may take place only after notice thereof is published and creditors are given an opportunity to obtain payment or collateralization of their claims, or attachment, except in redemption cases (with liquid and realized profits).
In accordance with Section 206 of the GCL, reduction of a company’s capital stock is mandatory when losses have exceeded reserves and at least 50% of the stated capital (capital stock plus inflation adjustment).
Preemptive Rights
Under Argentine law, holders of a company’s common shares of any given class have preferential or preemptive rights, proportional to the number of shares owned by each shareholder, to subscribe for any shares of capital stock of the same class as the shares owned by the shareholder or for any securities convertible into such shares issued by the company.
In the event of a capital increase, shareholders of Telecom Argentina of any given class have a preemptive right to purchase any issue of shares of such class in an amount sufficient to maintain their proportionate ownership of Telecom Argentina’s capital stock. For any shares of a class not preempted by any holder of that class, the remaining holders of the class will assume pro rata the preemptive rights of those shareholders that are not exercising their preemptive rights. Pursuant to Telecom Argentina’s bylaws, if any Class B or Class C Shares are not preempted by the existing shareholders of each such class, the other classes may preempt such class. However, if any shares of the other Classes of Shares are not preempted by the existing holders of such class, holders of Class B or Class C Shares shall have no preemptive rights with respect to such shares.
A notice to the shareholders of their opportunity to preempt the capital increase must be published for three days in the Official Gazette and a widely circulated newspaper in Argentina. The period for the exercise of preemptive rights is 30 days following the last day of publication and may be reduced to 10 days by resolution of an Extraordinary Shareholders’ Meeting. Pursuant to the Capital Markets Law, as amended by the Productive Financing Law No. 27,440, in the case of any capital increase by means of a public offer, the preemptive rights will be exercised by the shareholders exclusively through the subscription and allocation procedures determined in the offering memorandum, and the 30-day period will not apply; subject to the condition that the bylaws of the company expressly provide it and to the approval of the shareholders’ meeting.
Pursuant to the GCL, preemptive rights may only be restricted or suspended in certain particular and exceptional cases by a resolution of an Extraordinary Shareholders’ Meeting when required by the interest of the company.
Conflicts of Interest
A shareholder that votes on a business transaction in which its interest conflicts with that of Telecom Argentina may be liable for damages under Argentine law, but only if the transaction would not have been approved without his or her vote. See “Item 3—Key Information—Risk Factors—Risks Relating to Argentina—Our Shareholders may be subject to liability under Argentine law for certain votes of their securities.” See also “—Powers of the Directors” below for a description of conflict of interest regarding Directors.
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Redemption or Repurchase
Telecom Argentina’s stock is subject to redemption in connection with a reduction of capital by a majority vote of shareholders at an Extraordinary Shareholders’ Meeting. Pursuant to the GCL, Telecom Argentina may repurchase the stock with liquid and realized profits or available reserves, upon a determination of the Board of Directors that the repurchase is necessary in order to avoid severe damage to our business (subject to shareholder consideration) or in connection with a merger or acquisition. In addition, Telecom Argentina can purchase up to 10% of its capital stock in the BCBA pursuant to Law No. 26,831, complying with the requirements and procedures stated therein. If the purchase is made pursuant to Law No. 26,831, Telecom Argentina must resell the repurchased shares within three years and its shareholders will have preemptive rights to purchase the shares, except in case of an employee compensation program or plan, or in case the shares are distributed among all the shareholders proportionately or regarding the sale of an amount of shares that in any period of 12 months does not exceed 1% of the Telecom Argentina’s capital stock. In such cases, the three-year period can be extended with the previous approval by a shareholders’ meeting.
Appraisal Rights
Whenever certain extraordinary resolutions are adopted at an Extraordinary Shareholders’ meeting, such as a merger of Telecom Argentina into another entity, a change of corporate object and purpose, transformation from one type of corporate form to another, or the voluntary withdrawal from the public offering framework or listing of Telecom Argentina’s shares, any shareholder dissenting from the adoption of any resolution may withdraw from Telecom Argentina and receive the book value of his or her shares determined on the basis of Telecom Argentina’s annual financial statements (as approved by the Annual Ordinary Shareholders’ Meeting), provided that the dissenting shareholder exercises its appraisal rights within five days following the Annual Ordinary Shareholders’ Meeting at which the resolution was adopted. This right may be exercised within 15 days following the meeting if the dissenting shareholder was absent and provided he or she can prove that he or she was a shareholder on the day of the Annual Ordinary Shareholders’ Meeting on which the resolution was adopted. In the case of a merger of Telecom Argentina or a spin-off of Telecom Argentina, no appraisal rights may be exercised if Telecom Argentina is the surviving company or if the shares that Telecom shareholders would receive as a result of such merger or spin-off would also be admitted to the public offering framework or listed in Argentina.
Appraisal rights are extinguished if the resolution is subsequently overturned at another shareholders’ meeting held within sixty days of the expiration of the time period during which absent shareholders may exercise their appraisal rights.
Payment on the appraisal rights must be made within one year of the date of the shareholders’ meeting at which the resolution was adopted. In the case of voluntary withdrawal from the public offering framework or listing of Telecom Argentina’s shares, the payment period is reduced to sixty days from the date of the approval of the voluntary withdrawal.
Notwithstanding the foregoing, should Telecom Argentina decide to voluntarily withdraw its shares from the public offering framework or listing in Argentina, pursuant to Section 97 of Law No. 26,831, a tender offer by Telecom Argentina at a fair price (precio equitativo) to be determined in accordance with certain parameters must be conducted before such withdrawal.
Liquidation
Upon liquidation of Telecom Argentina, one or more liquidators may be appointed to wind up its affairs. All outstanding shares of common stock will be entitled to participate equally in any distribution upon liquidation.
In the event of liquidation, the assets of Telecom Argentina shall be applied to satisfy its debts and liabilities. If any surplus remains, it shall be distributed to the holders of shares in proportion to their holdings.
Acquisitions of 5% or more of the voting stock of a public company
Under Argentine law, any person acquiring 5% or more of the voting stock of a public company must inform the CNV in writing of the acquisition of such voting stock. Additionally, such person must inform the CNV in writing of each additional acquisition of the voting stock of that particular company, until such person acquires control of that company, in which case the person shall be subject to a different ownership disclosure framework.
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Powers of the Directors
The bylaws of Telecom Argentina do not contain any provision regarding the ability to vote on a proposal, arrangement or contract where a director is an interested party. Under Argentine law, a director may sign contracts with the company related to the company’s activities so long as the conditions are on an arm’s-length basis. If such contract does not meet such conditions, the agreement may only be subscribed with the prior approval of the Board of Directors or, in the absence of quorum, with the approval of the Supervisory Committee.
Such transactions must be dealt with at the following shareholders’ meeting, and if such meeting does not approve them, the Board of Directors or the Supervisory Committee (as the case may be) are jointly responsible for any damages caused to the company. Argentine law also requires that if a director has a personal interest contrary to Telecom Argentina’s, he or she must notify the Board of Directors and to the Supervisory Committee. The director must refrain from participating in any deliberations or he or she may be held jointly and severally liable for all damages caused to Telecom Argentina as a result of the conflict of interests.
Additionally, Law No. 26,831 dictates that the contracts between a company and a director (that qualifies as a “related party”) when they exceed 1% of the shareholders’ equity of the company, it must be submitted to prior approval of the Audit Committee or of two independent evaluation firms to ensure that the transaction is in accordance with market conditions. Such transactions must also be approved by the Board of Directors and reported to the CNV and the exchanges on which the shares of the company are listed. If the Audit Committee or the independent evaluation firms have not determined the terms of the transaction to be “according to market conditions,” then the contract in question must be submitted for consideration at a shareholders’ meeting.
Section 10 of the bylaws of Telecom Argentina establishes that the remuneration of the members of the Board of Directors is to be determined by the shareholders at their Annual Ordinary Shareholders’ Meeting. The Audit Committee is to issue a prior opinion on the reasonability of the proposed remuneration, which the Board of Directors submits for approval to the shareholders. Directors cannot vote on the resolution concerning their compensation or the compensation of any other director.
The bylaws of Telecom Argentina do not contain any provision regarding the possibility of granting loans to members of the Board of Directors or to the Company executives.
Members of the Board of Directors of Telecom Argentina or its subsidiaries or parent company cannot be appointed as members of the Supervisory Committee.
The bylaws of Telecom Argentina do not establish a maximum age to be member of the Board of Directors.
Neither the bylaws of Telecom Argentina nor any Argentine law requires the members of the Board of Directors to be shareholders.
Limitations on foreign investment in Argentina
Under the Argentine Foreign Investment Law, as amended (the “FIL”), the purchase of stock by an individual or legal entity domiciled abroad or by a local company of foreign capital (as defined in the FIL) constitutes a foreign investment subject to the FIL. Foreign investments generally are unrestricted. However, foreign investments in certain industries, such as broadcasting, are restricted as to percentage. No approval is necessary to purchase Class B Shares. The FIL does not limit the right of non-resident or foreign owners to hold or vote the Class B Shares, and there are no restrictions in Telecom Argentina’s bylaws limiting the rights of non-residents or non-Argentines to hold or to vote on Telecom Argentina’s Class B Shares. Notwithstanding the foregoing, regulations implemented by the CNV require that all shareholders that are foreign companies who are registered to participate at a shareholders’ meeting should bear adequate proxy representation according to Argentine law. To acquire participation in a company in Argentina, non-Argentine companies are required to comply with the share ownership registration requirements with the Argentine Registry of Commerce as provided for under Section 123 of the GCL.
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Change of Control
There are no provisions in the bylaws of Telecom Argentina which may have the effect of delaying, deferring or preventing a change in control of Telecom Argentina and that would only operate with respect to a merger, acquisition or corporate restructuring involving Telecom Argentina or any of its subsidiaries, except in case of merger (Section 10. VI of the Bylaws).
Under Law No. 26,831, modified by Law No. 27,440, a party which has individually or through a concerted action (actuación concertada) attained control in a publicly traded corporation must offer a fair price (precio equitativo) as defined in Law No. 26,831, as amended, to acquire all shares of such corporation.
Under Decree No. 764/00, as amended by Decree No. 267/15, the loss of control of a licensee company such as Telecom Argentina is subject to the approval of ENACOM.
MATERIAL CONTRACTS
For information regarding our material contracts, see “Item 5—Operating and Financial Review and Prospects—Liquidity and Capital Resources” and “Item 7—Major Shareholders and Related Party Transactions—Major Shareholders— Telecom Shareholders’ Agreement.” We are not a party to the Telecom Shareholders’ Agreement.
FOREIGN INVESTMENT AND EXCHANGE CONTROLS IN ARGENTINA
On September 1, 2019, the Argentine government issued Decree No. 609/19 (the “FX Decree”) by which foreign exchange controls were temporarily reinstated until December 31, 2019, which were subsequently extended, not providing for a specific expiration date. The FX Decree: (i) reinstated exporters’ obligation to repatriate proceeds from exports of goods and services in the terms and conditions set forth by the BCRA and liquidate such foreign currency-denominated proceeds to Pesos through the FX Market; and (ii) authorized the BCRA to (a) regulate the access to the FX Market for the purchase of foreign currency and outward remittances; and (b) establish regulations to prevent practices and/or transactions aimed to bypass the measures adopted on the FX Decree.
A consolidated text of the currently applicable exchange control regulations can be found in Communication “A” 8307/25 issued by the BCRA on August 25, 2025. Below is a description of the main exchange control measures in effect as of the date of this Annual Report, that apply to the Company and its operations:
Reporting Regime
On December 28, 2017, the BCRA replaced the reporting regimes set forth on Communications “A” 3602 and “A” 4237 with Communication “A” 6401 (and supplemental Communication “A” 6795, and as further amended and supplemented), a unified regime applicable from December 31, 2017 (the “External Assets and Liabilities Reporting Regime”). Under such regime, (i) all Argentine residents (both legal entities or natural persons) with external liabilities at the end of any quarter, or residents who have cancelled any of its external liabilities during such period, must file the report within 45 calendar days from the end of the quarter, and (ii) residents whose foreign assets or debts flow or balance equal to or in excess of the equivalent of US$50 million in Pesos at the end of each calendar year, are required to file within 180 calendar days from December 31, an Annual Report where supplements, amendments or confirmation of information contained in previously quarterly filings can be included.
The report distinguishes five categories of foreign holdings: (i) equity participations and investment funds; (ii) non-negotiable debt instruments; (iii) negotiable debt instruments; (iv) financial derivatives; and (iv) real estate.
Access to the FX Market for repayment of external financial indebtedness and other transactions are conditioned to the debtor’s compliance with the External Assets and Liabilities Reporting Regime.
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Specific provisions for inward remittances
Exports of services
Pursuant to Section 2.2 of Communication “A” 8307, exporters shall repatriate and settle in the FX Market, the proceeds from exports of services within 20 business days following either the perception of funds in the country or abroad, or their accreditation in foreign accounts.
Subject to certain requirements, the proceeds may be applied to the payment of principal and interest under foreign financial debt or registered domestic debt securities, or to the repatriation of foreign investments.
On June 2, 2022, by virtue of Communication “A” 7518 (amended by Communication “A” 7520 and Communication “A” 7766), the BCRA created a foreign currency availability regime for exportation of services, which allows exporters to hold foreign currency receipts in accounts at local financial institutions without being required to settle them on the FX Market, under the terms and conditions set forth therein.
Thus, individuals who export telecommunication services, IT services, information services, among others, may may hold the foreign currency earned from such transactions in local financial entities without the requirement of settlement in Pesos and without any amount limit.
Legal entities, may hold up to US$ 36,000 per year in accounts at local financial institutions without the obligation to settle on the FX Market. To access this benefit, the following is required:: (i) have an affidavit stating that the established limit is not exceeded, that the deadlines for the sale, realization or acquisition of securities (which are identical to those applied for access to the Foreign Exchange Market) are complied with in order to request the use of this mechanism and that the use of this mechanism must be tax neutral; (ii) be a beneficiary of the Regime for the Promotion of Knowledge Economy Exports (Chapter II of Decree No. 679/22); and iii) the intervening entity must additionally have an affidavit from the client stating that the collections that cease to be settled correspond to exports of services that are related to activities associated with the knowledge economy.
Sale of non-financial non-produced assets
Pursuant to Section 2.3 of Communication “A” 8307, the proceeds in foreign currency of the sale of non-financial non-produced assets must be repatriated and settled in Pesos in the FX Market within twenty business days following either the perception of funds in the country or abroad, or their accreditation in foreign accounts.
External financial indebtedness
Servicing of foreign financial debt (disbursed after September 1, 2019) with access to the FX Market for the payment of principal and interest thereunder, is subject to prior compliance with the requirement that the proceeds of such foreign financial debt must be transferred to the Argentine financial system and liquidated through the FX Market.
Duly registered securities that are denominated and payable in foreign currency in Argentina
The proceeds from the issuance of duly registered debt securities by Argentine residents, denominated and payable in foreign currency in Argentina, must be settled for Pesos in the FX Market as a condition for the access to the FX Market for the payment of principal and interest thereunder.
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Specific provisions for outflow of funds through the FX Market
Payment of dividends and corporate profits
In accordance with Section 3.4 of Communication “A” 8307, access is granted to the local FX Market to pay dividends to non-resident shareholders, subject to the following conditions:
| ● | Distributable profits are obtained from earnings realized in regular, audited annual financial statements for fiscal years beginning on or after January 1, 2025. |
| ● | The customer carries out an exchange and/or arbitrage operation with funds deposited in a local account and originating from foreign currency payments of principal or interest on Bonds for the Reconstruction of a Free Argentina (BOPREAL). |
| ● | Maximum amounts: The total amount of transfers executed through the FX Market as of January 17, 2020, for payment of dividends to non-resident shareholders may not exceed 30% of the total value of the new capital contributions made in the local company that had been entered and settled through the FX Market as of the abovementioned date. The total amount paid to non-resident shareholders shall not exceed the corresponding amount denominated in Argentine Pesos that was determined by the shareholders’ meeting. |
| ● | Minimum period: Access to the FX Market will only be granted after a period of not less than thirty (30) calendar days has elapsed as of the date of the settlement of the last capital contribution that is considered for determining the aforementioned 30% cap. |
| ● | Certification of increase of exports of goods: The client must have a “Certification of increase of exports of goods”, for the years 2021 to 2023, for the equivalent to the value of profits and dividends that are paid to the client. |
| ● | Documentation requirements: Dividends must result from closed and audited balance sheets. |
| ● | When requesting access to the FX Market for this purpose, evidence of the definitive capitalization of the capital contribution must be provided or, in lack thereof, evidence of the initiation of the process of registration of the capital contribution before the IGJ shall be provided. In this case, evidence of the definitive capitalization shall be provided within 365 calendar days from the date of the initial filing with the Public Registry of Commerce. Also, it must be verified that the operation has been declared, if applicable, in the most recent External Assets and Liabilities Reporting Regime report. |
Payment of principal and interest under external financial indebtedness
Foreign financial debt and securities which are registered with a foreign public registry may be serviced with access to the FX Market, if the following conditions are met:
| ● | evidence of the settlement of foreign currency in the FX Market in an amount equal to the amount of the relevant debt; |
| ● | such loan must have been reported to the BCRA in the in the most recent External Assets and Liabilities Reporting Regime report; |
| ● | access occurs no earlier than three business days prior to the scheduled payment date. In the case of a principal payment on debt securities issued on or after November 8, 2024, which is made by means of a foreign transfer, access to the FX Market must also occur at least the following periods after the date of issue: |
| i) | 12 (twelve) months if the security was issued between November 8, 2024, and April 20, 2025. |
| ii) | 6 (six) months if the security was issued between April 21, 2025 and May 15, 2025. |
| iii) | 18 (eighteen) months if the security was issued on or after May 16, 2025; |
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| ● | in case the lender is a related party, prior authorization from the BCRA for the access to the FX Market for the payment of financial debt, shall not be necessary provided (i) that the transactions are for local financial entities’ own operations, (ii) the debt has an average maturity of no less than six (6) months and the funds have been deposited and settled by the FX Market as of April 21, 2025., (iii) the debt has an average maturity of no less than two (2) years and the funds have been deposited and settled by the FX Market between October 2, 2020, and April 20, 2025., (iv) whether it is a compensatory interest payment accrued as of January 1, 2025, on the original remaining value of financial debts with related parties abroad, (v) the client has a “Certification of increase of exports of goods” for the years 2021 to 2023 issued in accordance with the provisions of Section 3.18. of Communication “A” 7348 for the equivalent of the principal amount to be paid; (vi) it is a financial indebtedness abroad with an average life of not less than two years liquidated between August 27, 2021 and December 12, 2023 and that was used to pay commercial debts for the importation of goods and services as from the issuance of a “Certification of entry of new financial indebtedness abroad” under Section 1. of Communication “A” 7348 and concordant; and (vii) it is a financial indebtedness abroad included in the mechanism of Section 7.11. of Communication “A” 8307 and the date of access is consistent with the conditions required to be included in such mechanism. |
If such remittance is used to make a prepayment more than three (3) business days prior to the scheduled payment date, then:
| (1) | if the prepayment is made simultaneously with the disbursement of a new foreign financial indebtedness: (a) the prepayment shall be made simultaneously with the transfer to Argentina and settlement for Argentine Pesos of the proceeds from a new financial debt and/or a new prefinancing of foreign exports, (b) the average life of such new debt shall be longer than the average life of the debt that is being prepaid, (c) the accumulated amount of the principal maturities of the new debt shall not exceed at any time the amount that would have accumulated the principal maturities of the debt being prepaid, and (d) in the event that the new indebtedness is a pre-financing of foreign exports, the entity must have an affidavit from the client stating that the prior approval of the BCRA will be required for the application of foreign currency from export collections to the cancellation of the principal prior to the maturities computed for the purposes of compliance with the conditions indicated above; |
| (2) | if the prepayment is made within the process of a securities exchange: (a) the prepayment shall be made as part of an exchange of securities issued by the client, (b) the prepaid amount correspond to the accrued interest on the securities as of the exchange closing date, (c) the average life of such new securities shall be longer than the average life of the securities being exchanged, and (d) the accumulated amount of the principal maturities of the new securities shall not exceed at any time the amount that would have accumulated the principal maturities of the securities being prepaid; |
| (3) | if the prepayment of principal and interest is made simultaneously with the liquidation of a new financial indebtedness granted by a local financial institution from a foreign line of credit: (a) the prepayment will be made simultaneously with the liquidated proceeds of a new foreign financial indebtedness granted by a local financial institution.; (b) the average life of the new debt and the date for the first principal payment must comply with the conditions set forth in current regulations according to the settlement date of the funds on the FX Market, as follows: (i) when the funds have been settled between April 19, 2024, and August 7, 2025, the average life of the new debt will be greater than the average remaining life of the debt security to be prepaid, and the first principal payment will not be recorded until one (1) year after the funds have been received; and (ii) when the funds have been settled on or after August 8, 2025, the average life of the new debt shall be no less than two (2) years and the first principal payment shall not be recorded before eighteen (18) months have elapsed since the funds were received.; and (c) the aggregate principal maturities of the new indebtedness will at no time exceed the aggregate principal maturities of the debt security being cancelled; and |
Access may also be granted when (i) the purchased funds are deposited in the client’s foreign currency accounts in local financial entities, (ii) access takes place within 60 calendar days prior to the applicable time period, (iii) amount purchased daily does not exceed 10% of the total amount to be paid on the scheduled payment date, and (iv) the intervening financial entity has verified that the debt being serviced is in compliance with the FX regulations. The remaining funds that are not used for the payment shall be settled in the FX Market within five business days following the payment date.
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Specific provisions for securities transactions
Limitations related to the sale or transfer of securities and other assets.
In order to make payments abroad through the FX Market, the company must, in addition to the requirements applicable in each case, present an affidavit stating that on the day on which it requests access to the market and in the previous 90 calendar days, directly or indirectly or for the account and order of third parties, has not carried out the transactions mentioned below and that it undertakes not to carry out such transactions as from the moment access is requested and during the following 90 calendar days, directly or indirectly or for the account and order of third parties:
| (i) | sales in the country of securities with settlement in foreign currency; |
| (ii) | exchanges of securities issued by residents for foreign assets; |
| (iii) | transfers of securities to foreign depositories; |
| (iv) | acquisition in the country of securities issued by non-residents with settlement in Pesos; |
| (v) | acquisition of Argentine certificates of deposit representing foreign shares; |
| (vi) | acquisition of securities representing private debt issued in foreign jurisdictions; and |
| (vii) | delivery of funds in local currency or other local assets (except funds in foreign currency deposited in local financial entities) to any individual or legal person, resident or non-resident, related or not, receiving as prior or subsequent consideration, directly or indirectly, by itself or through a related, controlled or controlling entity, foreign assets, crypto-assets or securities deposited abroad. |
In such affidavit, the following transactions shall not be taken into account:
| (i) | transfers of securities to foreign depositories made or to be made by the customer for the purpose of participating in an exchange or repurchase transaction of debt securities issued by the Argentine government, local governments or other private sector resident issuers; |
| (ii) | the delivery of local assets for the purpose of cancelling a debt with an official credit agency or a foreign financial institution, to the extent that it occurs upon maturity as a consequence of a guarantee clause provided for in the debt contract; |
| (iii) | sales of securities with settlement in foreign currency in the country or abroad when the total funds obtained from such settlements have been or will be used within 10 days following certain operations; |
| (iv) | sales with settlement in a foreign country or abroad of BOPREAL Bonds, or transfers of these bonds to foreign depositories, when carried out up to the amount acquired in the primary underwriting by those who participated in such underwriting; |
| (v) | sales with settlement in a foreign country or abroad, or transfers to foreign depositories made by importers of goods and services that have acquired BOPREAL Bonds in a primary underwriting for debts related to the importation of goods and services described in items 4.4 and 4.5 of Communication “A” 8307, provided that the market value of these operations does not exceed the difference between the value obtained from the sale with settlement in foreign currency abroad of BOPREAL Bonds acquired in the aforementioned primary underwritings and their nominal value, if the former is lower; |
| (vi) | sales of BOPREAL Bonds obtained in a primary subscription. |
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When the client is a legal entity, Communication “A” 7327 (as amended by Communication “A” 7766) establishes the same requirements in relation to its direct controlling and holders (defined in accordance with the BCRA rules indicated therein). Besides identifying in detail the persons or legal entities that exercise a direct control relationship over it, it must indicate the legal entities with which it forms part of the same economic group. And, for this purpose, the companies that share a control relationship of the type defined in the rules of “Large exposures to credit risk” must be considered as members of the same economic group.
Also, Communication “A” 7142 established that securities transactions arranged abroad may not be settled in Pesos in the country, and only those transactions arranged in the country may be settled in Pesos in the country.
Duly registered securities that are denominated and payable in foreign currency in Argentina between residents
In accordance with Section 3.6 of Communication “A” 8307, access to the FX Market for the payment of foreign currency denominated obligations between Argentine residents executed as of September 1, 2019 is prohibited, except for payments, as from their maturity, of principal and interest of (i) loans in foreign currency granted by local financial entities (including payments of credit cards) except for the payment of overdrafts in U.S. dollar checking accounts, which may only be made with funds in that currency freely available to the customer; (ii) the issuance of debt securities for the refinancing of the debt transactions entered into as of September 1, 2019 that result in an increase in the average life of the debt; (iii) the issuance of debt securities with public registry in Argentina as of November 29, 2019, denominated, subscribed and payable in foreign currency, to the extent the proceeds have been settled through the FX Market. In the case of debt securities issued by local financial entities through transactions arranged on or after May 26, 2025, payment must be made at least 12 (twelve) months after the date of issue; (iv) promissory notes with a public offering issued under the terms of CNV General Resolution No. 1003/24 and related resolutions, denominated and underwritten in foreign currency, with principal and interest payments payable in foreign currency in the country, provided that all funds obtained have been settled in the foreign exchange market.; (v) trust debt securities issued by trustees of financial trusts with public offerings carried out in accordance with the relevant provisions of the CNV, denominated and subscribed in foreign currency and whose principal and interest payments are payable in foreign currency in the country, provided that all funds obtained have been settled on the FX Market; and (vi) issues of securities included in sections 3.6.1.3. to 3.6.1.5. that did not generate disbursements because they were debt restructurings covered in those same sections, to the extent that the refinancing does not bring forward the maturity dates of the original debt.
Additionally, the prohibition does not apply to obligations in foreign currency between residents executed through public deeds or public registries on or before August 30, 2019, and to foreign currency loans granted by local financial entities that were outstanding as of August 30, 2019.
Access to the FX Market before the scheduled payment date shall be subject to prior authorization by the BCRA, except in certain situations and to the extent the relevant conditions are met, including, without limitation:
| 1) | in the case of loans granted by local financial entities, the prepayment is made simultaneously with the settled proceeds of a new foreign financial debt, the average life of the new debts exceeds the remaining average life of the debt being prepaid, and the accumulated amount of the principal maturities of the new debt shall not exceed at any time the amount that would have accumulated the principal maturities of the debt being prepaid; |
| 2) | if the prepayment is made within the process of a securities exchange, see “—Payment of principal and interest under external financial indebtedness” above; |
| 3) | if the prepayment is made in the context of the simultaneous settlement of a new external financial indebtedness, see “—Payment of principal and interest under external financial indebtedness” above; and |
| 4) | if the prepayment is made in the context of the simultaneous settlement of a new debt title, see “—Payment of principal and interest under external financial indebtedness” above. |
Access to the FX Market by local trusts for principal and interest payments
Pursuant to Section 3.7 of Communication “A” 8307, local trusts created to guarantee principal and interest payments by resident debtors may access the FX Market in order to make such payments at their scheduled maturity, to the extent that, pursuant to the current applicable regulations, the debtor would have had access to the FX Market to make such payments directly.
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Derivatives transactions
Section 3.12 of Communication “A” 8307 provides that derivative transactions, including payment of premium, constitution of guarantees and settlement of futures, forwards, options and other derivatives, that settle in Argentina, shall be made in Pesos.
Likewise, access to the FX Market may be granted for the payment of premiums, creation of collaterals and settlements in connection with interest rate hedge agreements for foreign debt declared and validated, if applicable, in the External Assets and Liabilities Reporting Regime, as long as such agreements do not cover higher risks than external liabilities of the recorded debtor’s interest rate risk being covered.
An entity authorized to operate in the FX Market must be designated by the debtor to track the operation and an affidavit in which the debtor undertakes to repatriate and settled the funds into Pesos that are in favor of the local client as a result of such operation, or as a result of the release of the funds of the constituted as collateral, must be provided within the following five business days.
Additional information requirements
In addition, access to the FX Market for the purchase of foreign currency in all of the aforementioned circumstances is also subject to the compliance by the client of the following information requirements:
(A)Entities must obtain prior approval from the BCRA if the entity is an individual or legal entity included by the Customs Revenue and Control Agency (ARCA) in the database of invoices or equivalent documents classified as apocryphal. This requirement shall not apply to market access for the cancellation of foreign currency financing granted by local financial institutions, including payments for foreign currency purchases made using credit or purchase cards.
(B)the Foreign Liquid Assets Holdings affidavit (Communication No. 7030, as amended) and/or Argentine certificates of deposits representing foreign shares, stating that (1) all of the foreign currency that the client holds in Argentina is deposited in local bank accounts and that it does not have more than US$100,000 in available foreign liquid assets (excluding funds deposited abroad that cannot be used because they are reserve funds or guarantee funds set up in accordance with the requirements of foreign indebtedness agreements, export pre-financing included in Section 7.8.5 of Communication “A” 8307 or funds set up to guarantee foreign derivative transactions) and/or Argentine certificates of deposits representing foreign shares; and, at the beginning of the day in which it requests access to the FX Market, subject to certain exceptions, and (2) the client undertakes to settle in Pesos through the FX Market, within five business days of its availability, those foreign proceeds resulting from the collection of loans granted to third parties, the collection of a term deposit or the sale of any type of asset, when the asset has been acquired, the deposit constituted or the loan granted after May 28, 2020. Such amount may be exceeded provided the amount in excess (a) was used on the same date to make payments that would have had access to the local exchange market; (b) was transferred in favor of the client to a correspondent account of a local entity that holds a foreign exchange authorization; (c) consists in funds deposited in foreign bank accounts in their name that result from collections of exports of goods and/or services or advances, pre-financing or post-financing of exports of goods granted by non-residents, or the sale of non-produced non-financial assets; for which the 20-working day period has not elapsed; (d) consists in funds deposited in foreign bank accounts resulting from financial indebtedness included in Section 3.5. of Communication “A” 8307 and its amount does not exceed the equivalent to be paid for principal and interests in the next 365 calendar days; (e) are funds deposited in foreign bank accounts in their name originating in the last 180 (one hundred and eighty) calendar days from disbursements abroad received as of November 29, 2024 from financial indebtedness included in Section 3.5. of Communication “A” 8307; (f) are funds deposited in foreign bank accounts in their name originated in the sale of securities with settlement in foreign currency referred to in Section 3.16.3.6. (iii) of Communication “A” 8307; (g) these are funds deposited in foreign bank accounts in their name originating from debt securities issued within the previous 120 (one hundred and twenty) calendar days and eligible for inclusion under the provisions of Sections 7.11.1.5. and 7.11.1.6. of Communication “A” 8307; and
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(C)the Transactions with Public Securities and other assets affidavit (Communication No. 7001, as amended), where the clients who are not resident individuals must acknowledge that, on the day on which it requests access to the FX Market and in the previous 90 days, directly or indirectly or on behalf of and to the order of third parties: (i) has not arranged sales in the country of securities with settlement in foreign currency; (ii) has not made exchanges of securities issued by residents for foreign assets; (iii) has not made transfers of securities to depository entities abroad; (iv) has not acquired in the country securities issued by non-residents with settlement in Pesos; (v) has not acquired Argentine certificates of deposit representing foreign shares; (vi) has not acquired securities representing private debt issued in foreign jurisdictions; and (vii) has not delivered funds in local currency or other local assets (except funds in foreign currency deposited in local financial institutions) to any individual or legal entity, whether resident or non-resident, related or not, receiving as prior or subsequent consideration, directly or indirectly, by itself or through a related, controlled or controlling entity, foreign assets, crypto-assets or securities deposited abroad. In addition, it must acknowledge that it will refrain from entering into any of such transactions during a 90-day term as from the date thereof, in the case of securities issued under Argentine or foreign law, directly or indirectly or on behalf and order of third parties. Additionally, when the client is an entity, the sworn statement must include (i) the data of the individuals or legal entities that directly control the entity and of other legal entities with which it is part of the same economic group, and (ii) the statement that, at the time of access to the FX Market and during the 90 days prior to such request, it has not delivered foreign currency or local liquid assets (except funds deposited in local financial entities), in Argentina, to any person directly controlling it, outside normal transactions of acquisition of goods and services between residents, or to other companies with which it is part of the same economic group, except those directly associated with regular transactions between residents for the acquisition of goods and/or services.
Repayment of principal and interest of imports of goods and services.
Pursuant to Section 3.3 of Communication “A” 8307, access to the FX Market for the repayment of principal and interest of imports of goods and services shall be granted, provided that the operation has been declared, if applicable, in the last overdue presentation of the External Assets and Liabilities Reporting.
The BCRA’s prior approval will not be required to access the FX Market for the repayment of debts for imports of goods and services with related foreign parties, as long as the maturity of such indebtedness occurs on or after July 5, 2024.
The BCRA’s prior approval will also not be required to access the FX Market for the repayment of debts for imports of goods and services not included in the previous paragraph, provided that the payment is made simultaneously with the settlement of an amount not less than the interest amount for which access to the FX Market is requested, through:
| ● | new financial indebtedness abroad with an average life of not less than two years and a minimum one-year grace period for principal payments, both counted from the date on which access to the FX Market is granted; |
| ● | new direct investment contributions from non-residents. |
New financial indebtedness abroad and new foreign direct investment contributions used under this provision:
(a) | may be entered and settled by the debtor of the foreign indebtedness whose interest is being repaid or by another resident company related to the debtor and its economic group; |
(b) | may not be included for the purposes of other measures contemplated in the foreign exchange regulations. |
The BCRA sets forth different requirements depending on whether it relates to the payment of imports of goods with customs clearance or the payments of import of goods pending customs clearance. As mentioned below, the imports and import payments monitoring system (SEPAIMPO) has been reinstated, setting forth rules governing such monitoring process and exceptions thereof.
In that sense, the local importer must designate a local financial entity to act as a monitoring bank, which will be responsible for verifying compliance with the applicable regulations, including, among others, the liquidation of import financing and the entry of imported goods.
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For the complete set of regulations regarding payment of imports of goods and services, see Section 10 of BCRA’s FX regulations.
Exceptions to the liquidation regime
Through Communication “A” 7664, it was stipulated, among other issues, that the beneficiaries registered in the Regime for the Promotion of the Knowledge Economy will be exempted from the obligation to settle the collection of exports of goods and services that have entered through the foreign exchange market within the terms established in each case and correspond to activities of the knowledge economy, to the extent that they have a “Certification of increase of exports associated to the knowledge economy (Decree No. 679/22)”.
Finally, legal entities that have a “Certification for direct investment contributions within the framework of the Regime for the Promotion of the Knowledge Economy (Decree No. 679/22)” may, when the conditions set forth in point 8 of the regulation are met, access the FX Market from an exchange and/or arbitrage with funds deposited in its “Special account for the regime for the promotion of the knowledge economy” in order to carry out the operations listed in item 7 of Decree No. 679/22.
Income and liquidation of advances, prefinancing and post-financing from foreign sources
Advances, pre-financing and post-financing from abroad must be deposited in the foreign exchange market within 20 working days from the date of collection or settlement abroad.
The provisions of Section 14.1.4 of Communication “A” 8307 shall apply in the event that the customer is a Single Project Vehicle (VPU) adhering to the Incentive Regime for Large Investments (RIGI) that declared to the Enforcement Authority that it intended to make use of the benefits established in Article 198 of Law 27,742 regarding the collection of exports of goods and services.
TAXATION
Argentine taxes
The following summary of certain Argentine tax matters is based upon the tax laws of Argentina and regulations thereunder as of the date of this Annual Report and is subject to any subsequent changes in Argentine laws and regulations which may come into effect after such date. This summary does not purport to be a comprehensive description of all of the tax considerations that may be relevant to a holder of such securities. No assurance can be given that the courts or tax authorities responsible for the administration of the laws and regulations described in this Annual Report will agree with this interpretation. Holders should carefully read “Item 3—Key Information—Risk Factors—Risks Relating to Telecom Argentina’s Shares and ADSs—Changes in Argentine tax laws may adversely affect the tax treatment of our Class B Shares and/ or ADSs” in this Annual Report and consult their tax advisors regarding the tax treatment of the Class B Shares underlying ADSs and ADSs.
Taxation of Dividends
Dividends to be distributed out of earnings accrued in fiscal years starting on or after January 1, 2018, are subject to the tax treatment, based on the enactment of a comprehensive tax reform -Law No. 27,430-, published in the Official Gazette on December 29, 2017, and generally effective since January 1, 2018.
Pursuant to Law No. 27,430, amended by Law No. 27,541, published in the Official Gazette on December 23, 2019 and Law No. 27,630 published in the Official Gazette on June 16, 2021, dividends and other profits paid in cash or in non-cash assets —except for stock dividends—by companies and other entities incorporated in Argentina referred to in the Argentine Income Tax Law (the “Income Tax Law”), Sections 73 (O.T 2019) (a)(1), (2), (3), (6), (7) and (8), and Section 73(b) out of retained earnings accumulated in fiscal years starting on or after January 1, 2018, would be subject to withholding tax at a 7% rate, provided that they are distributed to Argentine resident individuals and foreign shareholders.
No dividend withholding tax applies if dividends are distributed to the aforementioned Argentine corporate entities required to assess the dividend withholding tax.
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Income Tax - Capital gains
The results derived from the transfer of shares and other equity interests, bonds and other securities of Argentine companies are, in some cases, subject to Argentine capital gains tax, regardless of the type of beneficiary who realizes the gains.
a. | Argentine corporate’s capital gains tax |
Capital gains obtained by Argentine corporate taxpayers (in general, entities organized or incorporated under Argentine law and local branches of non-Argentine entities) derived from the sale, exchange or other disposition of shares are subject to income tax at the corporate rate on net income.
b. | Individual resident’s capital gains tax |
Law No. 27,430 established that as from January 1, 2018, gains realized by Argentine resident individuals (except for sole companies or commission agents) from the sale, transfer or disposition of shares, securities representing shares and certificates of deposit of shares are exempt from capital gains tax in the following cases: (i) when the shares are placed through a public offering authorized by the CNV, (ii) when the shares were traded in stock markets authorized by the CNV, under segments that ensure priority of price-time and interference of offers, or (iii) when the sale, exchange or other disposition of shares is made through an initial public offering and/or exchange of shares authorized by the CNV.
Pursuant to the Income Tax Regulatory Decree (O.T 2019), the conversion process by which individual residents change ADRs by excepted shares, will be considered a levied transaction at its value market price.
c. | Nonresident’s capital gains tax |
Law No. 27,430 and the income tax regulatory Decree (O.T 2019), maintain a 15% capital gains tax (calculated on the actual net gain or a presumed net gain equal to 90% of the sale price) on the disposal of shares or securities by nonresidents. However, nonresidents are exempt from the capital gains tax on gains realized from the sale of (a) Argentine shares in the following cases: (i) when the shares are placed through a public offering authorized by the CNV, (ii) when the shares were traded in stock markets authorized by the CNV, under segments that ensure priority of price-time and interference of offers, or (iii) when the sale, exchange or other disposition of shares is made through an initial public offering and/or exchange of shares authorized by the CNV; and (b) depositary shares or depositary receipts issued abroad, when the underlying securities are shares (i) issued by Argentine companies, and (ii) with authorization of public offering. The exemptions will only apply to the extent the foreign beneficiaries reside in, or the funds used for the investment proceed from, jurisdictions considered as cooperating for purposes of the exchange of tax information.
In addition, it is clarified that, from 2018 onward, gains from the sale of ADSs will be treated as from Argentine source.
In case the exemption is not applicable and, to the extent foreign beneficiaries do not reside in, or the funds do not arise from, jurisdictions not considered as cooperative for purposes of fiscal transparency, the gain realized from the disposition of shares would be subject to Argentine income tax at a 15% rate on the net capital gain or at a 13.5% effective rate on the gross price. In case such foreign beneficiaries reside in, or the funds arise from, jurisdictions not considered as cooperative for purposes of fiscal transparency, a 31.5% effective rate on the gross price should apply.
Section 24 of Decree No. 862/19 lists the “non-cooperative jurisdictions” for Argentine tax purposes as of the date of this Annual Report. Argentine tax authorities are required to report updates to the Ministry of Finance to modify such list. By virtue of Decree No. 603/2024, issued on July 11, 2024, the list of “non-cooperative jurisdictions” was updated. It can be verified in the following link: https://www.afip.gob.ar/jurisdiccionesCooperantes/no-cooperantes/periodos.asp. The information contained in this website is not part of this Annual Report and is not deemed to be incorporated by reference herein.
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In such scenarios, according to AFIP General Resolution No. 4,227, the income tax should be withheld and paid to the AFIP (currently ARCA) under the following procedures: (i) in case the securities were sold by a foreign beneficiary, through an Argentine stock exchange market, the custodian entity should withhold and pay the tax if it is involved in the payment process; if it is not involved in the payment process but there is an Argentine buyer involved, the Argentine buyer should withhold the income tax (ii) in case the securities were sold by a foreign beneficiary, but not through an Argentine stock exchange market and there is an Argentine buyer involved, the Argentine buyer should withhold the income tax; and (iii) when both the seller and the buyer are foreign beneficiaries and the sale is not performed through an Argentine stock exchange market, the person liable for the tax shall be the legal representative of the seller of the shares or securities being transferred or directly by the seller, in the event that there was no local legal representative. In this case, the payment shall be made through an international bank via wire transfer to the ARCA.
Holders are encouraged to consult a tax advisor as to the particular Argentine income tax consequences derived from the holding and disposing of ADSs or Class B Shares.
Personal assets tax
Argentine companies, such as us, have to assess and pay the personal assets tax corresponding to their shareholders that are Argentine individuals and non-Argentine resident persons.
Pursuant to Law No. 27,541, as of December 31, 2025, 2024 and 2023, the tax rate is 0.50%, which is to be assessed on the proportional net worth value (valor patrimonial proporcional), of the shares as per the Argentine entity’s last financial statements. According to Article four of AFIP General Resolution No. 3,363 (and amendments), effective until December 12, 2024, it is understood that the last financial statements of an Argentine entity that must be considered are those prepared under Argentine GAAP without considering the effect arising from the changes in the purchasing power of the currency. AFIP had ratified this criterion on several occasions. Notwithstanding this, during 2022, we learned that AFIP has modified its opinion and understands that the financial statements that must be used as the calculation basis for the determination and liquidation of the tax are those that were submitted for consideration and approved by the body competent company according to the type of company in question. That is, if the company applies IFRS Accounting Standards, the financial statements prepared with such standards should be used. We understand that the new tax interpretation contradicts the provisions of Article four of AFIP General Resolution No. 3,363 (and amendments) so we did not adopt it since we do not share the tax criterion.
Notwithstanding the above, on December 13, 2024, ARCA General Resolution No. 5,611 was published, repealing AFIP General Resolution No. 3,363. By virtue of this, for the periods 2024 and 2025, the personal assets tax was calculated on the basis of the financial statements prepared under IFRS Accounting Standards.
Pursuant to the Personal Assets Tax Law, the Argentine company is entitled to seek reimbursement of such paid tax from the applicable Argentine domiciled individuals and/or foreign domiciled shareholders. In this regard, during 2025 the Company recovered P$16,680 million through compensation with dividends to shareholders for amounts paid by the Company in connection with the Personal Assets Tax for fiscal year 2024.
Value added tax
The sale, exchange or other disposition of Telecom Argentina shares and ADSs, and the distribution of dividends in connection therewith are exempted from the value added tax.
Tax on deposits to and withdrawals from bank accounts
Law No. 25,413, as amended, provided for the creation of a tax on deposits to and withdrawals from bank accounts to be levied on: (i) credits and debits in accounts held in financial institutions located in Argentina; (ii) the credits and debits referred to in (i) in which no bank accounts with Argentine financial institutions are used, whatever their denomination, the mechanisms used to carry out such transactions (including cash) and/or legal instrument involved; and (iii) other transactions or transfers and deliveries of funds regardless of the individual or entity that performs them and the mechanism used.
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Law No. 27,541 provided that the debits generated by cash withdrawals in any form shall be deemed taxable transactions, except for those made from accounts whose holders are physical or legal persons that qualify as micro and small-sized enterprises and provide evidence thereof under the terms of Article 2 of Law No. 24,467.
Pursuant to Decree No. 380/01 (as amended), the following transactions shall be subject to Law No. 25,413: (i) certain transactions carried out by financial institutions in which open accounts are not used; and (ii) any movement or delivery of funds, even in cash, that any person, including Argentine financial institutions, makes in its own name or on behalf of a third party, whatever the means used for its execution. Resolution No. 2,111/06 (AFIP) provides that “movements or deliveries of funds” are those made through organized payment systems replacing the use of bank accounts.
Pursuant to Decree No. 409/18 (published in the Official Gazette on May 7, 2018), bank account holders subject to the general 0.6% tax rate levied on each bank debit and credit may consider 33% of the tax paid as a tax credit. Bank account holders subject to the 1.2% tax rate may consider 33% of the tax paid as a tax credit. In both cases, those amounts may be creditable against income tax or the special contribution on the capital of cooperatives. In the case of small and medium-sized enterprises, the percentage that may be creditable against income tax may be higher. The exceeding amount may not be offset against other taxes or transferred in favor of third parties, but it may be carried forward, until fully offset, to future fiscal periods.
Article 10, subsection (s) of Decree No. 380, as amended, provides that movements recorded in special current accounts (Communication “A” 3250 of the Central Bank) shall not be subject to this tax if the holders of such accounts are foreign legal entities and the accounts are exclusively used in connection with financial investments in Argentina.
Article 10, subsection (a) of Decree No. 380, as amended, also provides for another exemption for certain transactions, including debit and credit transactions relating to accounts used exclusively for the transactions inherent to their specific activity and the drafts and transfers of which they are originators for the same purpose in the markets authorized by the CNV and their respective agents, stock exchanges that do not have organized stock markets, securities clearing houses, and settlement and clearing entities authorized by the CNV.
Turnover tax
Gross turnover tax could be applicable to Argentine residents on the transfer of shares and on the collection of dividends by our shareholders to the extent such activity is conducted on a regular basis within an Argentine province or within the City of Buenos Aires.
However, under the Tax Code of the City of Buenos Aires, any transactions with shares, as well as the perception of dividends are exempt from gross turnover tax. Holders of the Class A, B, C and D Shares or ADSs are encouraged to consult a tax advisor as to the particular Argentine gross turnover tax consequences derived from holding and disposing of the Class A, B, C and D Shares or ADSs or ADSs.
Stamp taxes
Stamp tax is a provincial tax that is levied based on the formal execution of public or private instruments. Documents subject to stamp tax include, among others, all types of contracts, notarial deeds and promissory notes. Each Argentine province and the City of Buenos Aires have its own stamp tax legislation. Stamp tax rates vary according to the jurisdiction and type of agreement involved.
Other Taxes
There are no Argentine federal inheritances or succession taxes applicable to the ownership, transfer or disposition of Class A, B, C and D Shares.
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Tax treaties
Argentina has signed tax treaties for the avoidance of double taxation with several countries, although there is currently no tax treaty or convention in effect between Argentina and the United States. On December 23, 2016, Argentina and the United States signed an agreement for the upon request exchange of information relating to taxes, which entered into force on November 13, 2017. The first fiscal period with respect to which information could be exchanged was 2018.
On December 5, 2022, Argentina and the United States signed an agreement for the automatic exchange of financial information (the “2022 Tax Agreement”). The object of the 2022 Tax Agreement is the reciprocal exchange, for tax purposes, of information regarding accounts opened in financial institutions by residents of either country.
The 2022 Tax Agreement specifies that the Argentine reportable accounts of a reporting U.S. financial institution are financial accounts opened in a financial institution of the United States if: (i) in the case of a depository account, the account is held by an individual resident in Argentina and more than US$10 of interest is paid to such account in any given calendar year; or (ii) in the case of a financial account other than a depository account, the account holder is a resident of Argentina, including an entity that certifies it is a resident of Argentina for tax purposes, with respect to which U.S. source income that is subject to reporting under chapter three of subtitle A or chapter 61 of subtitle F of the U.S. Internal Revenue Code is paid or credited.
In particular, the U.S. Government will obtain and exchange with the ARCA the following information with respect to Argentine reportable accounts:
| (i) | the name, address, and CUIT/CUIL of any Argentine resident who holds the account; |
| (ii) | the account number, or its functional equivalent, in the absence of an account number; |
| (iii) | the name and identifying number of the reporting U.S. financial institution; |
| (iv) | the gross amount of interest paid on a Depository Account (as defined in the 2022 Tax Agreement); |
| (v) | the gross amount of U.S. source dividends paid or credited to the account; and |
| (vi) | the gross amount of other U.S. source income paid or credited to the account, to the extent subject to reporting under chapter three of subtitle A or chapter 61 of subtitle F of the U.S. Internal Revenue Code. |
On May 30, 2023, it was reported that the federal administrator of Public Revenue, Carlos Castagneto and his counterpart from the Internal Revenue Service (IRS), Holly Paz, signed a competent authority agreement that aims to establish the rules and procedures for the exchange automatic information defined in the Foreign Account Tax Compliance Act (“FATCA”) agreement.
On March 13, 2024, the official text in Spanish of the Agreement between the Government of the Argentine Republic and the Government of the United States of America to Improve International Tax Compliance and to Implement FATCA was published in the Official Gazette.
The Agreement, signed by both countries on December 5, 2022, in the English language, became effective on January 1, 2023, pending the drafting of the official text in Spanish, on which the parties recently agreed and was published on the date indicated in the previous paragraph.
United States federal income taxes
The following discussion is a summary of certain U.S. federal income tax consequences for a U.S. holder (as defined below) of the acquisition, ownership and disposition of our ADSs or Class B Shares underlying ADSs, but it does not purport to be a comprehensive description of all of the tax considerations that may be relevant to a holder of such securities, including any alternative minimum tax and the Medicare contribution tax on net investment income. This summary applies only to U.S. holders that hold ADSs or Class B Shares underlying ADSs as capital assets for U.S. federal income tax purposes and does not address investors that are members of a class of holders subject to special rules, such as:
| ● | financial institutions; |
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| ● | dealers in securities or currencies; |
| ● | dealers or traders in securities who use a mark-to-market method of tax accounting; |
| ● | life insurance companies; |
| ● | persons that hold ADSs or Class B Shares underlying ADSs that are a hedge or that are hedged against interest rate or currency risks; |
| ● | persons that hold ADSs or Class B Shares underlying ADSs as part of a hedging transaction, straddle, wash sale, conversion transaction or integrated transaction or persons entering into a constructive sale with respect to the ADSs or Class B Shares underlying ADSs; |
| ● | persons whose functional currency for U.S. federal income tax purposes is not the U.S. dollar; |
| ● | tax-exempt entities; |
| ● | persons that own or are deemed to own 10% or more of our stock, measured by voting power or value; |
| ● | persons who acquired ADSs or Class B Shares underlying ADSs pursuant to the exercise of an employee stock option or otherwise as compensation; or |
| ● | persons holding ADSs or Class B Shares underlying ADSs in connection with a trade or business conducted outside of the United States. |
If an entity that is classified as a partnership for U.S. federal income tax purposes holds ADSs or Class B Shares underlying ADSs, the U.S. federal income tax treatment of a partner will generally depend on the status of the partner and the activities of the partnership. Partnerships holding ADSs or Class B Shares underlying ADSs and partners in such partnerships should consult their tax advisors as to the particular U.S. federal income tax consequences of holding and disposing of the ADSs or Class B Shares underlying ADSs.
This summary is based on the Internal Revenue Code of 1986, as amended (the “Code”), its legislative history, existing and proposed regulations promulgated thereunder, published rulings and court decisions, all as currently in effect. These authorities are subject to change, possibly on a retroactive basis. In addition, this summary assumes the deposit agreement, and all other related agreements, will be performed in accordance with their terms. As mentioned above, there is currently no income tax treaty or convention in effect between Argentina and the United States.
U.S. holders should consult their tax advisors regarding the U.S., Argentine or other tax consequences of the acquisition, ownership and disposition of ADSs or Class B Shares underlying ADSs in their particular circumstances, including the effect of any state or local tax laws.
As used herein, the term “U.S. holder” means a holder that, for U.S. federal income tax purposes, is a beneficial owner of ADSs or Class B Shares underlying ADSs and is:
| ● | a citizen or individual resident of the United States; |
| ● | a U.S. domestic corporation; or |
| ● | otherwise, subject to U.S. federal income tax on a net income basis with respect to income from the ADSs or Class B Shares. |
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In general, for U.S. federal income tax purposes, holders of ADSs will be treated as the owners of the underlying Class B Shares represented by those ADSs. Accordingly, no gain or loss will be recognized if such holder exchanges ADSs for the underlying Class B Shares represented by those ADSs.
Except as provided below, this discussion assumes that we are not, and will not become, a Passive Foreign Investment Company (PFIC).
Distributions
To the extent paid out of our current or accumulated earnings and profits (as determined in accordance with U.S. federal income tax principles), the gross amount of distributions of cash or property made with respect to ADSs or Class B Shares underlying ADSs will generally be included in the income of a U.S. holder as ordinary dividend income. Because we do not maintain calculations of our earnings and profits under U.S. federal income tax principles, U.S. holders should expect that a distribution will generally be treated as a dividend. Dividends will not be eligible for the “dividends-received deduction” generally allowed to U.S. corporations under the Code. Dividends will be included in a U.S. holder’s income on the date of the U.S. holder’s (or in the case of ADSs, the depositary’s) receipt of the dividend.
In the event of a distribution of bonds or other property, U.S. holders of ADSs or Class B Shares should consult their tax advisors regarding the tax consequences to them of receipt of such bonds or other property (or, in the case of a holder of ADSs, the receipt of the proceeds of the sale or other disposition by the depositary of such bonds or other property).
In the event of a distribution of Pesos, the amount of the distribution will equal the U.S. dollar value of the Pesos received (including amounts withheld in respect of Argentine taxes), calculated by reference to the exchange rate in effect on the date such distribution is received (which, for holders of ADSs, will be the date such distribution is received by the depositary), whether or not the depositary or U.S. holder in fact converts any Pesos received into U.S. dollars. If the distribution is converted into U.S. dollars on the date of receipt, U.S. holders should not be required to recognize foreign currency gain or loss in respect of the dividend income. Any gains or losses resulting from the conversion of Pesos into U.S. dollars after the date on which the distribution is received will be treated as ordinary income or loss of the U.S. holder and will be U.S.-source income or loss for foreign tax credit purposes.
The U.S. dollar amount of dividends paid to certain individuals or other non-corporate U.S. holders will be taxable at the preferential rates if the dividends are “qualified dividends.” Subject to certain exceptions for short-term (60 days or less) and hedged positions, dividends paid on the ADSs are generally treated as “qualified dividends” if (1) the ADSs are readily tradable on a stablished securities market in the United States (such as the NYSE, where our ADSs are currently traded) and (2) we were not, in the year prior to the year in which the dividend was paid, and are not in the year in which the dividend is paid, a PFIC. Based on our consolidated financial statements and relevant market data, we believe that we were not a PFIC for U.S. federal income tax purposes with respect to our 2024 and 2025 taxable years. In addition, based on our current expectations regarding the value and nature of our assets, the sources and nature of our income, and relevant market data, we do not anticipate becoming a PFIC for our 2026 taxable year or the foreseeable future, although there can be no assurance in this regard. Based on existing guidance, it is not entirely clear whether dividends received with respect to the Class B Shares underlying ADSs will be treated as qualified dividends, because the Class B Shares underlying ADSs are not themselves listed on a U.S. exchange. U.S. holders should consult their tax advisors regarding the availability of the preferential dividend tax rates in light of their particular circumstances.
Distributions of additional shares in respect of ADSs or Class B Shares underlying ADSs that are made as part of a pro rata distribution to all of our shareholders generally will not be subject to U.S. federal income tax.
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Sale or other disposition
Gain or loss realized by a U.S. holder on the sale or other disposition of ADSs or Class B Shares underlying ADSs will be subject to U.S. federal income tax as U.S.-source capital gain or loss and will be long-term capital gain or loss if the U.S. holder has held the ADSs or Class B Shares underlying ADSs for more than one year. The amount of the gain or loss will be equal to the difference between the U.S. holder’s tax basis in those ADSs or Class B Shares and the amount realized on the disposition, in each case as determined in U.S. dollars. Long-term capital gains recognized by non-corporate taxpayers are subject to reduced tax rates. The deductibility of capital losses is subject to limitations. If an Argentine tax is withheld, or otherwise paid, on the sale or disposition of ADSs or Class B Shares underlying ADSs, a U.S. holder’s amount realized will include the gross amount of the proceeds of the sale or disposition before deduction of the Argentine tax. See “—Argentine Taxes—Income Tax-Capital gains” for a description of when a disposition may be subject to taxation by Argentina.
Foreign tax credit considerations
Subject to generally applicable limitations and conditions, Argentine dividend withholding tax paid at the appropriate rate applicable to the U.S. holder may be eligible for a credit against such U.S. holder’s U.S. federal income tax liability. These generally applicable limitations and conditions include requirements adopted by the U.S. Internal Revenue Service (“IRS”) in regulations promulgated in December 2021, and any Argentine tax will need to satisfy these requirements in order to be eligible to be a creditable tax for a U.S. holder. In the case of a U.S. holder that consistently elects to apply a modified version of these rules under temporary guidance and complies with specific requirements set forth in such guidance, the Argentine tax on dividends generally will be treated as meeting these requirements and therefore as a creditable tax. In the case of all other U.S. holders, the application of these requirements to the Argentine tax on dividends is uncertain, and we have not determined whether these requirements have been met. If the Argentine dividend tax is not a creditable tax or the U.S. holder does not elect to claim a foreign tax credit for any foreign income taxes paid or accrued in the same taxable year, the U.S. holder may be able to deduct the Argentine tax in computing such U.S. holder’s taxable income for U.S. federal income tax purposes. Dividend distributions with respect to ADSs or Class B Shares will constitute income from sources without the United States and, for U.S. holders that elect to claim foreign tax credits, generally will constitute “passive category income” for foreign tax credit purposes.
As discussed above in “—Argentine Taxes—Income Tax - Capital Gains,” capital gains realized by a U.S. holder on the sale or other disposition of ADSs or Class B Shares underlying ADSs are generally exempt from tax under current Argentine law. If Argentine tax is imposed in the future on the sale or other disposition of the ADSs or Class B Shares underlying the ADSs, a U.S. holder generally will not be entitled to credit any such Argentine tax against such U.S. holder’s federal income tax liability, except in the case of a U.S. holder that consistently elects to apply a modified version of the U.S. foreign tax credit rules that is permitted under temporary guidance and complies with the specific requirements set forth in such guidance. Additionally, capital gain or loss recognized by a U.S. holder on the sale or other disposition of the ADSs or Class B Shares underlying the ADSs generally will be U.S. source gain or loss for U.S. foreign tax credit purposes. Consequently, even if the Argentine tax qualifies as a creditable tax, a U.S. holder may not be able to credit the tax against its U.S. federal income tax liability unless such credit can be applied (subject to generally applicable conditions and limitations) against tax due on other income treated as derived from foreign sources. If the Argentine tax is not a creditable tax, the tax would reduce the amount realized on the sale or other disposition of the ADSs or Class B Shares even if the U.S. holder has elected to claim a foreign tax credit for other taxes in the same year.
In addition, amounts paid on account of the personal assets tax (as described in “—Argentine Taxes—Personal assets tax”) generally will not be treated as an income tax for U.S. federal income tax purposes and will consequently not be eligible for credit against a U.S. holder’s federal income tax liability.
The availability and calculation of foreign tax credits and deductions for foreign taxes depend on a U.S. holder’s particular circumstances and involve the application of complex rules to those circumstances. The temporary guidance discussed above also indicates that the Treasury and the IRS are considering proposing amendments to the December 2021 regulations and that the temporary guidance can be relied upon until additional guidance is issued that withdraws or modifies the temporary guidance. U.S. holders are urged to consult their tax advisors regarding the application of these rules to their particular situations.
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Foreign financial asset reporting
Certain U.S. holders that own “specified foreign financial assets” with an aggregate value in excess of US$50,000 on the last day of the taxable year or US$75,000 at any time during the taxable year are generally required to file an information statement along with their tax returns, currently on Form 8938, with respect to such assets. “Specified foreign financial assets” include any financial accounts held at a non-U.S. financial institution, as well as securities issued by a non-U.S. issuer that are not held in accounts maintained by financial institutions. Higher reporting thresholds apply to certain individuals living abroad and to certain married individuals. Regulations extend this reporting requirement to certain entities that are treated as formed or availed of to hold direct or indirect interests in specified foreign financial assets based on certain objective criteria. U.S. holders that fail to report the required information could be subject to substantial penalties. In addition, the statute of limitations for assessment of tax would be suspended, in whole or in part. Prospective investors are encouraged to consult with their own tax advisors regarding the possible application of these rules, including the application of the rules to their particular circumstances.
Information reporting and backup withholding
Payments of dividends and sales proceeds that are made within the United States or through certain U.S.-related financial intermediaries generally are subject to information reporting, and may be subject to backup withholding, unless the U.S. holder (1) provides a correct taxpayer identification number and certifies that it is not subject to backup withholding or (2) otherwise establishes an exemption from backup withholding. The amount of any backup withholding from a payment to a U.S. holder will be allowed as a credit against such holder’s U.S. federal income tax liability and may entitle it to a refund, provided that the required information is timely furnished to the IRS.
DOCUMENTS ON DISPLAY
You may request a copy of these filings by writing or telephoning the offices of Telecom Argentina at General Hornos 690, (C1272AAB) Buenos Aires, Argentina. Telecom Argentina’s telephone number is +54-11-5359-2752. Our internet address is https://institucional.telecom.com.ar.
Telecom Argentina maintains a website at https://institucional.telecom.com.ar. The contents of our website are not part of this Annual Report.
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ITEM 11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Summarized below are the financial instruments we held as of December 31, 2025, that are sensitive to changes in foreign exchange rates, market prices and interest rate, if any. As a matter of policy, we may enter into forward exchange contracts, foreign currency swaps or other derivatives to manage the exposure attributed to foreign exchange rate and interest rate fluctuations associated with the principal amount of our liabilities in foreign currencies. We use these instruments to reduce risk by creating offsetting market exposures. The instruments we hold are not held for financial trading purposes. No foreign exchange forward or other derivatives for speculative purposes were outstanding during the reporting periods covered by this Annual Report.
We do not have any other material market risk exposure.
| a) | Foreign Exchange Rate Risk |
Foreign exchange exposure arises from our funding operations, and, to a lesser extent, our capital expenditures and expenses denominated in foreign currencies. The Peso/U.S. dollar exchange rate is determined by a free market with certain controls. See “Item 10—Additional Information—Foreign Investment and Exchange Controls in Argentina.”
Our results of operations are sensitive to changes in the Peso/dollar exchange rates because our primary assets are in Argentina and most of our revenues are denominated in Pesos (our functional currency) while some parts of our liabilities are denominated in foreign currencies.
Additionally, the Company has cash and cash equivalents, and investments denominated in U.S. dollars and other currencies that are also sensitive to changes in Peso/U.S. dollar exchange rates and contribute to reduce the exposure to commercial and financial obligations in foreign currency.
The devaluation of the Argentine Peso over the last few years, which was 41.0% in 2025, has had and continues to have a negative impact on the payment and revaluation of debts denominated in foreign currency, and any further devaluation may adversely affect our financial situation and operating results. Also, the devaluation rate was higher than the inflation rate of the Argentine Peso, which amounted to 31.5%.
Fluctuations in exchange rates may adversely affect the value, translated or converted into U.S. dollars, of our net assets, earnings and any declared dividends. We cannot give any assurance that any future movements in the exchange rate of the Peso against the U.S. dollar and other foreign currencies will not adversely affect our results of operations, financial condition and cash flows. However, we believe that a significant depreciation in the Peso against major foreign currencies may have a material adverse impact on our capital expenditure program and in our operating expenses denominated in foreign currencies.
| b) | Interest Rate Risk |
Within its structure of borrowings, Telecom has bank overdrafts denominated in Argentine Pesos accruing interest at rates that are reset at maturity, notes and other financial entities’ loans denominated in Argentine Pesos, U.S. dollar, RMB and Paraguayan Guaraníes that bear interest at fixed and variable rates, so it is exposed to the risk of interest rate fluctuation, mainly through the fluctuation of the SOFR.
| c) | Price Risk |
The Company’s investments in financial assets at fair value through profit or loss are subject to the risk of changes in market prices arising from fluctuations in the future value of these assets. The Company conducts an ongoing monitoring of the evolution of these assets’ prices.
See Note 27 to our Consolidated Financial Statements for a description of financial risk management.
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ITEM 12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
American Depositary Shares
The ADSs are issued by the Depositary under the Deposit Agreement dated as of May 7, 2021, among Telecom Argentina, JPMorgan Chase Bank, N.A., as depositary, and the registered holders from time to time of the ADSs issued thereunder. The address of the Depositary’s principal executive office is 270 Park Avenue, Floor 8, New York, New York 10017. Each ADS represents rights to five Class B Shares.
Depositary Fees and Charges
The Depositary collects its fees for delivery directly from investors depositing shares or surrendering ADSs for the purpose of withdrawal. The Depositary also collects taxes and governmental charges from the holders of ADSs. The Depositary collects these fees and charges by deducting those fees from the amounts distributed or by selling a portion of distributable property to pay the fees (after attempting by reasonable means to notify the holder prior to such sale).
Persons depositing or withdrawing shares must pay: (1) US$5.00 for each 100 ADSs or portion thereof for issuances of ADSs, including issuances resulting from a distribution, sale or exercise of shares or rights or other property. Investors depositing shares or holders withdrawing deposited securities are charged fees and expenses in connection with stock transfers, taxes and other governmental charges, cable, telex and facsimile transmission and delivery charges imposed at such person’s request, transfer or registration fees for the registration of transfer of ADSs on any applicable register in connection with the deposit or withdrawal of ADSs and the Depositary’s expenses in connection with the conversion of foreign currency (2) a fee of US$0.05 or less per ADS held for any cash distribution made, or for any elective cash/stock dividend offered, pursuant to the Deposit Agreement, or a fee for the distribution or sale of securities, such fee being in an amount equal to the fee for the execution and delivery of ADSs which would have been charged as a result of the deposit of such securities, but which securities or the net cash proceeds from the sale thereof are instead distributed by the Depositary to holders (3) an aggregate fee of US$0.05 or less per ADS per calendar year (or portion thereof) for services performed by the Depositary in administering the ADRs (which fee may be charged on a periodic basis during each calendar year and shall be assessed against holders as of the record date or record dates set by the Depositary during each calendar year and shall be payable at the sole discretion of the Depositary by billing such holders or by deducting such charge from one or more cash dividends or other cash distributions) (4) a fee for the reimbursement of such fees, charges and expenses as are incurred by the Depositary and/or any of its agents in connection with the servicing of the Shares or other deposited securities, the holding of foreign currency, the sale of securities (including, without limitation, Deposited Securities), the delivery of Deposited Securities or otherwise in connection with the Depositary’s or its custodian’s compliance with applicable law, rule or regulation (which fees and charges shall be assessed on a proportionate basis against holders as of the record date or dates set by the Depositary and shall be payable at the sole discretion of the Depositary by billing such holders or by deducting such charge from one or more cash dividends or other cash distributions).
The Depositary reimburses Telecom Argentina for certain expenses we incur in connection with the American depositary receipt program (the “ADR program”), subject to the agreement between us and the Depositary from time to time. These reimbursable expenses currently certain expenses incurred by the Company that are related to the establishment and maintenance of the ADR program upon such terms and conditions as the Company and the Depositary may agree from time to time. The Depositary may make available to the Company a set amount, or a portion of the Depositary fees charged in respect of the ADR program or otherwise upon such terms and conditions as the Company and the Depositary may agree from time to time. The Depositary may also agree to reduce or waive certain fees described above, that would normally be charged on ADSs issued to or at the direction of, or otherwise held by, the Company and/or certain shareholders of the Company. For the year ended December 31, 2025, the Depositary reimbursed Telecom Argentina approximately US$232,896 in connection with the ADR program.
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PART II
ITEM 13.DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
As of the date of this Annual Report, none of Telecom Argentina and its subsidiaries are in default on any outstanding indebtedness.
ITEM 14.MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
None.
ITEM 15.CONTROLS AND PROCEDURES
Evaluation of disclosure controls and procedures
Telecom’s Management, with the participation of our CEO and CFO, evaluated the effectiveness of the Company’s “disclosure controls and procedures” (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of December 31, 2025 (the “Evaluation Date”). Based upon that evaluation, our CEO and CFO have concluded that as of the Evaluation Date, the Company’s disclosure controls and procedures were effective.
Management’s Report on Internal Control over Financial Reporting
Telecom’s Management is responsible for establishing and maintaining adequate internal control over financial reporting for Telecom as defined in Exchange Act Rule 13a-15(f) and 15d-15(f). Our internal control over financial reporting was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS Accounting Standards as issued by the IASB. Internal control over financial reporting includes those policies and procedures that:
| ● | Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Telecom; |
| ● | provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with IFRS Accounting Standards and that receipts and expenditures of Telecom are being made only in accordance with authorizations of Management and directors of Telecom; and |
| ● | provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of Telecom’s assets that could have a material effect on the financial statements. |
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Telecom’s Management conducted an evaluation of the effectiveness of Telecom’s internal control over financial reporting based on the framework in Internal Control—Integrated Framework 2013 issued by the COSO. Based on this evaluation, Telecom’s Management concluded that Telecom’s internal control over financial reporting was effective as of December 31, 2025. The effectiveness of Telecom’s internal control over financial reporting as of December 31, 2025, has been audited by PriceWaterhouse & Co. S.R.L., an independent registered public accounting firm, as stated in their report which is included herein.
Changes in Internal Control Over Financial Reporting
There were no other changes in our internal controls over financial reporting that occurred during the year ended December 31, 2025, other than changes resulting from the Acquisition, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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ITEM 16A.AUDIT COMMITTEE FINANCIAL EXPERT
On April 25, 2025, the Board of Directors of Telecom Argentina appointed the members of the Audit Committee acting until this year’s Annual Ordinary Shareholders’ Meeting and determined that Carlos Alejandro Harrison qualifies as Audit Committee Financial Expert pursuant to the rules and regulations of the SEC. In conducting this evaluation, the Board of Directors considered Mr. Harrison’s professional background and educational training. See “Item 6—Directors, Senior Management and Employees—The Board of Directors.”
ITEM 16B.CODE OF ETHICS
This Annual Report provides the ethical principles to which Telecom Argentina and all members of the Board of Directors, the Supervisory Committee, the CEO, officers and in general all those who work in the Company must abide.
Adjustments made to regulations in recent years and in matters of corporate governance, organization and implementation of preventive measures aimed at reducing the risk of conflict of interest and corrupt practices, and that are applicable to Telecom Argentina as a company subject to the public offering framework both in Argentina and the United States, have been considered for the formulation and approval of the Code of Ethics and Conduct.
No waivers, express or implicit, have been granted to any senior officer or member of the Board of Directors of Telecom Argentina with respect to any provision of the Code of Ethics and Conduct.
The Code of Ethics and Conduct is available on our website at https://inversores.telecom.com.ar/en/corporate-governance.html and the latest update was on December 15, 2025 related to the brand consolidation under Personal and has no significant content differences with the version furnished to the SEC on Form 6-K on December 4, 2024.
ITEM 16C.PRINCIPAL ACCOUNTANT FEES AND SERVICES
The following table provides information on the aggregate fees for services rendered by our principal accountants (in millions of Pesos) for the years ended December 31, 2025, and 2024. Figures are not restated for inflation.
Services Rendered | | 2025 | | 2024 |
Audit fees (1) |
| 4,248.3 |
| 1,929.4 |
Audit related fees (2) |
| 902.0 |
| 597.3 |
Tax fees (3) |
| 576.1 |
| 172.6 |
All other fees (4) |
| 46.6 |
| 1.2 |
Total |
| 5,773.0 |
| 2,700.5 |
| (1) | Includes fees related to the integrated audit of the Consolidated Financial Statements as of December 31, 2025, and 2024, limited reviews of interim financial statements presented during 2025 and 2024, SEC filing reviews and other attestation services. |
| (2) | Includes fees billed for professional services rendered by the principal accountant and not included under the prior category, mainly in connection with assurance services over non-financial information. |
| (3) | Includes fees for permitted tax compliance and tax advisory services. |
| (4) | Includes fees billed for products and services provided by the principal accountant, other than Audit Fees, Audit-Related Fees and Tax Fees. In 2025 and 2024, all other fees include primarily fees paid for subscription to business publications and other non-audit related permitted services. |
Audit Committee Pre-approval Policies and Procedures
The engagement of any service provided by external auditors to Telecom Argentina and its subsidiaries are pre-approved by the Audit Committee.
The Pre-Approval Procedures provide for services that require:
| ● | specific pre-approval—to be approved on a case-by-case basis; and |
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| ● | general pre-approval—any category or general kind of service that comes within the guidelines established to safeguard auditor independence and come within the maximum amounts set by the Audit Committee. |
The Pre-Approval Procedures also provide for the following categorization of services:
“Prohibited services” are those services that external auditors are not allowed to provide based on prohibitions contained in the statutory rules of Argentina and the United States (i.e., bookkeeping; financial information system design and implementation; appraisal or valuation services, fairness opinions or contribution-in-kind reports; actuarial services; internal audit outsourcing services; management functions; broker/dealer, investment adviser, or investment banking services; or expert services unrelated to the audit).
“Permitted Services” include (i) audit services; (ii) audit-related services; (iii) tax services; and (iv) other services such as permitted internal control advice. Moreover, the services included in each category were also detailed, and, where appropriate, any limits imposed on the provision thereof to ensure external auditors’ independence.
The Pre-Approval Procedures also require pre-approval for the following services:
| ● | Annual audit and quarterly reviews of Telecom Argentina’s financial statements: the Audit Committee is required to approve the terms for the engagement and remuneration of such services. |
| ● | Other “Audit Services”: the Audit Committee is required to define the services that will be subject to general pre-approval on an annual basis, setting the annual service fee amount, or the annual amount allocated to each individual service category, or to each service, within which fee caps the provision shall receive general pre-approval. |
| ● | “Audit-related Services” and “Tax Services”: the Audit Committee is required to define the categories or types of services that will receive general pre-approval, provided that they fall within the annual fee cap set for that service and establish the guidelines for prior engagement of these services. |
| ● | Other Permitted Services: are not subject to general pre-approval, and any other services require specific pre-approval by the Audit Committee for each service. |
| ● | Delegation: the Audit Committee may solely delegate the specific pre-approval of services with any of its members that qualify as an independent director. An independent director must immediately report to the Audit Committee after engaging any service by delegation. Under no circumstances may the authority to either approve or pre-approve services be delegated to the Management. |
| ● | Disclosure of overall billed fees: the Audit Committee shall, on a yearly basis, prepare a report to the Board of Directors, which will be included in this Annual Report, providing a detailed account of all fees invoiced by external auditors to Telecom Argentina and to its subsidiaries, grouped into four categories, namely: audit fees, audit related fees, tax consultation fees and all other fees. |
| ● | Additional requirements: the Audit Committee is required to adopt additional measures to fulfill its supervisory obligations related to external auditors’ duties, in order to ensure the independence from the Company, such as the review of a formal written statement by the external auditors outlining all relations existing between them and Telecom Argentina, in accordance with Rule No. 1 of the Independence Standards Board, and discussions with the external auditors and the methods and procedures that have been designed to ensure their independence. |
| ● | Amendments: the Audit Committee has authority to amend the Pre-Approval Procedures, rendering an account of any such amendment to the Board of Directors during the first meeting of the Board of Directors held after making the amendments. |
If Telecom Argentina’s external auditors are to provide any service, the service must either be granted as general pre-approval or specific pre-approval under the Pre-Approval Procedures. The Pre-Approval Procedures require the Audit Committee to consider whether the services to be provided are consistent with the legal and professional rules in effect in Argentina and the United States relating to external auditors’ independence.
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ITEM 16D.EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
Not applicable.
ITEM 16E.PURCHASES OF EQUITY SECURITIES BY THE COMPANY AND AFFILIATED PURCHASERS
Not applicable.
ITEM 16F.CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT
Not applicable.
ITEM 16G.CORPORATE GOVERNANCE
Telecom Argentina’s corporate governance practices differ from corporate governance practices of U.S. companies. Telecom Argentina maintains a detailed description of the significant differences in corporate governance practices on its website at https://institucional.telecom.com.ar/inversores/gobiernocorporativo.html, last updated February 2020.
The following is a summary of the material aspects in which Telecom Argentina’s corporate governance policies differ from those followed by U.S. companies under NYSE listing standards.
| ● | Composition of the Board of Directors: The NYSE requires each Board of Directors to be composed of a majority of independent directors. Although this is not required under Argentine law, as of the date of this Annual Report, the eleven member Board of Directors of Telecom Argentina has three regular directors and two alternate directors who qualify as “independent” according to SEC Rules. |
| ● | Annual Self-Evaluation of the Board of Directors: The NYSE requires the Boards of Directors of listed companies to conduct a self-evaluation at least annually, and report thereon, informing whether it and its committees are functioning effectively. Under Argentine law, the Board of Directors’ performance is evaluated at the Annual Ordinary Shareholders Meeting. |
| ● | Nominating/Corporate Governance Committee: NYSE listed companies are required to have a nominating/corporate governance committee. Neither Argentine law nor Telecom Argentina’s Bylaws require the creation of a nominating/corporate governance committee. In Argentina, it is unusual (though possible) for the Board of Directors to nominate new directors, and the Board of Directors of Telecom Argentina refrains from making such proposals. Under Argentine law, the right to nominate and appoint directors is granted to shareholders. On certain occasions, the GCL delegates the right to designate directors to the Supervisory Committee. |
| ● | Compensation committee: NYSE listed companies are required to have a compensation committee composed entirely of independent directors. Neither Argentine law nor Telecom Argentina’s Bylaws require the creation of a Compensation committee. Telecom Argentina’s executive compensation matters are undertaken by Executive Committee and the Board of Directors. The compensation of the members of Telecom Argentina’s Board of Directors is determined by the shareholders at the Annual Ordinary Shareholders’ Meeting. |
| ● | Audit Committee hiring policies: The NYSE requires listed companies to have an Audit Committee which sets clear hiring policies for employees or former employees of the independent auditors. There is no such provision regarding the hiring of external auditors’ employees contained in Argentine law or Telecom Argentina’s bylaws. |
According to the provisions of CNV Resolution No. 797/19, Telecom Argentina prepares and submits to the CNV, on an annual basis, a report which indicates and details the CNV’s recommended corporate governance practices as set forth in the CNV public offer framework, explains the practices followed by Telecom Argentina, and the reasons for any variation from practices recommended by the CNV. Telecom Argentina’s 2025 Corporate Governance Report was submitted to the CNV as part of the Statutory Annual Report dated March 10, 2026. Telecom Argentina’s Corporate Governance Reports submitted to the CNV can be accessed through the CNV’s website, www.cnv.gob.ar and Telecom Argentina’s website, https://institucional.telecom.com.ar. The contents of our website and other websites referred to herein are not part of this Annual Report.
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ITEM 16H.MINE SAFETY DISCLOSURE
Not applicable.
ITEM 16I.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
ITEM 16J.INSIDER TRADING POLICIES
ITEM 16K.CYBERSECURITY.
Risk Management and Strategy
We maintain a comprehensive
We have a dedicated cybersecurity structure - the Department of Cybersecurity, under the CTO, led by a
The Department of Cybersecurity is responsible for establishing a set of preventive and reactive measures that affect data processing and enable the protection of information. In addition, it conducts the analysis and evaluation of risks related to cybersecurity threats that may impact the Company, in coordination with the GRCI Manager and other cybersecurity leaders. It also ensures the security of computer systems, electronic systems, networks, computers, servers, and data from malicious attacks. The CISO is responsible for reporting the findings to the Company’s Management. (For further information, see below “—Governance - Management”).
Key functions of the Department of Cybersecurity include:
| - | Preventing unauthorized individuals, entities, or processes from accessing or modifying information; |
| - | Ensuring that all critical business services and information are available when required for authorized users, entities, or processes; |
| - | Identifying risks and proposing security solutions to respond to and monitor them; |
| - | Overseeing, communicating, and executing technical implementations of security solutions for business objectives; |
| - | Proactively searching for threats to achieve early identification and isolation, thereby minimizing the impact on the Company’s assets, products, and businesses; |
| - | Maintaining and developing cybersecurity policies and controls to ensure compliance with the mentioned standards and regulations; |
| - | Conducting a comprehensive and thorough review of the credit card data processing environment in accordance with the PCI DSS, for which certification for the year 2024 was obtained in early 2025. As of the date of this Annual Report, the Department of Cybersecurity is in the process of obtaining the recertification for the year 2025; and |
| - | Assessing each cyber event and evaluating its consequences after the attack has been mitigated, among others. |
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The Cybersecurity Department’s processes are annually reviewed, tested, updated and approved by the GRCI Department. If updates to the processes arise from the review, they are carried out according to the requirements of the Company and in agreement with other areas of the Company. The final review of the processes is carried out by the
The Company’s incident response and prevention process, depending on the Cybersecurity Department of Telecom includes the following elements: incident response, security awareness and training, penetration testing, vulnerability management, security monitoring, threat detection and response, and threat intelligence.
The Company does not engage consultant services to carry out its cybersecurity processes. However,
As of the date of this Annual Report, our insurance policy does not cover damages caused by cyberattacks and other similar events.
Third-Party Service Provider
Our cybersecurity risk management processes
The Department of Cybersecurity oversees the process and, if any risk is detected, instructs them to comply with the Company’s cybersecurity policies.
Training
The Department of Cybersecurity conducts awareness campaigns and training sessions for employees with a focus on: Secure passwords, phishing, social engineering, PCI DSS standards, data leakage, security on WhatsApp and social networks, data protection, and secure development, among others.
Incident Response Plan
We have a critical incident notification process that actively involves and engages the Department of Cybersecurity along with areas such as: Data Center Incidents, Internal Communications, External Communications, B2C Incidents, B2B Incidents, and the relevant business area depending on the incident’s impact. The goal is to detect, respond to, and recover from cybersecurity incidents. This includes processes for classifying, assessing severity, escalating, containing, investigating, and remediating the incident. Additionally, the plan is designed to comply with applicable legal obligations and mitigate damage to the brand and reputation.
To this end, we established an Evaluation Committee to assess the materiality of high-criticality incidents. The Evaluation Committee consists of GRCI, the business areas involved in event management (B2C, B2B, etc.), Accounting Reporting, Risk Management, Legal, External Communications and Media and SOX. The Department of GRCI (part of the Department of Cybersecurity, which is led by the CISO) is responsible for instructing the Evaluation Committee to coordinate and define the qualitative and quantitative assessment of the incident.
If the preliminary assessment of the Evaluation Committee determines that the event might be material, our policy provides that an Approval Committee composed of the CEO, CFO and the CTO will be convened. The Approval Committee is responsible for supervising the materiality determination of the Evaluation Committee, and, if appropriate, sends relevant information for review to the Audit Committee. If the Audit Committee confirms that the incident is material, the incident is communicated to the Executive Committee and the incident is publicly disclosed according to applicable laws and regulations.
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Risks from Cybersecurity Threats
In 2025, 2024 and 2023,
Governance
Management
The CISO meets regularly with both the Executive Committee and the Audit Committee to discuss cybersecurity processes, cybersecurity risks, initiatives and mitigation efforts.
In addition, in accordance with the “Incident Response Plan,” if an incident is determined to be material, the CISO and the Approval Committee are in charge of communicating information about the incident to the Audit Committee and, in the case the incident must be disclosed, to the Executive Committee.
Board of Directors
At the Board level, the
The
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PART III
ITEM 17.FINANCIAL STATEMENTS
The Registrant has responded to Item 18 in lieu of responding to this Item.
ITEM 18.FINANCIAL STATEMENTS
Reference is made to pages F-1 through F-96.
The following financial statements are filed as part of this Annual Report:
| Page | |
Telecom Argentina S.A.: |
| |
Report of Independent Registered Public Accounting Firm (PCAOB ID | F-2 | |
Glossary of Terms | F-6 | |
Consolidated Statements of Financial Position | F-10 | |
Consolidated Income Statements | F-11 | |
Consolidated Statements of Comprehensive Income | F-12 | |
Consolidated Statements of Changes in Equity | F-13 | |
Consolidated Statements of Cash Flows | F-14 | |
Notes to the Consolidated Financial Statements | F-16 |
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TELECOM ARGENTINA S.A.
Consolidated Financial Statements as of December 31, 2025 and 2024
and for the years ended December 31, 2025, 2024 and 2023.
General Hornos 690
(C1272ACK) Autonomous city of Buenos Aires
Republic of Argentina
F-1
Table of Contents
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of Telecom Argentina S.A.
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated statements of financial position of Telecom Argentina S.A. and its subsidiaries (the “Company”) as of December 31, 2025 and 2024, and the related consolidated statements of income, comprehensive income, changes in equity and cash flows for each of the three years in the period ended December 31, 2025, including the related notes (collectively referred to as the “consolidated financial statements”). We also have audited the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025 in conformity with IFRS Accounting Standards as issued by the International Accounting Standards Board. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
Basis for Opinions
The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting appearing under Item 15. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Price Waterhouse & Co. S.R.L., Bouchard 557, 8th floor, C1106ABG - Autonomous City of Buenos Aires, Argentina
T: +(54.11) 4850.0000, www.pwc.com/ar
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Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Goodwill Impairment Assessment – CGU Personal Network
As described in Notes 3.m), 3.u.1) and 8 to the consolidated financial statements, the Company’s consolidated goodwill balance was 4,443,998 million of Argentine pesos in current currency as of December 31, 2025, and the goodwill assigned to the cash generating unit related to operations carried out by the Company and its subsidiaries in Argentina of information and communication technology (ICT) services through the Personal Network (“the CGU Personal Network”) was 4,405,108 million of Argentine pesos in current currency as of December 31, 2025. Management tests for impairment at least annually, at closing date of every year, or more frequently if events or circumstances indicate that the carrying value of the goodwill might be impaired. The carrying value of the goodwill is considered impaired by management when the carrying value of the CGU Personal Network is higher than its recoverable value. The recoverable value of the CGU Personal Network was determined by management through the value in use (VIU). To determine the VIU of the CGU Personal Network , the management used a discounted cash flow model. Management’s cash flow projections for the CGU Personal Network included significant judgments and key assumptions relating to revenue projections, long-term growth rate applied to the normalized cash flows used in the terminal value and the discount rate.
The principal considerations for our determination that performing procedures relating to the goodwill impairment assessment of the CGU Personal Network is a critical audit matter is the significant judgment applied by management when developing the assessment of the VIU of the CGU Personal Network , which was determined using VIU. This, in turn, led to a high degree of auditor judgment, subjectivity, and effort in performing procedures to assess the VIU of the CGU Personal Network and to evaluate the management’s significant assumptions related to revenue projections, long-term growth rate of normalized cash flow used in the terminal value and the discount rate. In addition, the audit effort involved the use of professionals with specialized skill and knowledge to assist in performing these procedures and evaluating the audit evidence obtained.
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Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the financial statements. These procedures included testing the effectiveness of controls relating to management’s goodwill impairment assessment, including controls over the determination of the VIU for the CGU Personal Network. These procedures also included, among others, evaluating the appropriateness of the recoverable value determination for the CGU Personal Network; testing the completeness, accuracy, and relevance of underlying data used in the VIU evaluating the reasonableness of the significant assumptions used by management related to the revenue projections, long-term growth rate of normalized cash flow used in the terminal value and the discount rate. Also, evaluating management’s assumptions related to the revenue projections and long-term growth rate of normalized cash flow used in the terminal value used to determine the VIU involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the CGU Personal Network; (ii) the consistency with external market and industry data; and (iii) whether these assumptions were consistent with evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in the evaluation of the management’s discounted cash flow model and the discount rate assumption used to determine the VIU of the CGU Personal Network.
Acquisition of Telefónica Móviles Argentina S.A. – Valuation of Fixed network and transportation and Licenses
As described in Notes 3.u.7), 9, 10 and 29 to the consolidated financial statements, on February 24, 2025, the Company completed the acquisition of Telefónica Móviles Argentina S.A. (TMA). Of the acquired Property, plant and equipment of 1,332,961 million and Intangible assets (excluding goodwill) of 274,183 million, 665,674 million of Fixed network and transportation and 175,835 million of Licenses, all in Argentine pesos in current currency as of December 31, 2025 were recorded. Fair value of Fixed network and transportation was estimated by management using a cost approach, determining the replacement cost for the same service capacity, and depreciating it for age, condition and level of obsolescence. Fair value of Licenses was estimated by management using a market approach (comparable sales), analyzing data obtained from publicly available information in markets where comparable assets are transacted, adjusted by the level of obsolescence of the assets under license. Management’s determination of the fair value of the acquired Fixed network and transportation and Licenses involved significant judgment related to the assumptions used to the level of obsolescence in the determination of the fair value of the Fixed network and transportation and Licenses acquired.
The principal considerations for our determination that performing procedures relating to the valuation of Fixed network and transportation and Licenses acquired in the acquisition of TMA is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the Fixed network and transportation and Licenses acquired; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumption related to the level of obsolescence; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the acquisition accounting, including controls over management’s valuation of the Fixed network and transportation and Licenses acquired. These procedures also included, among others (i) reading the purchase agreement; (ii) testing management’s process for developing the fair value estimate of the Fixed network and transportation and Licenses acquired; (iii) evaluating the appropriateness of the cost approach and market approach methods used by management; (iv) testing the completeness and accuracy of the underlying data used in the fair value estimate of the Fixed network and transportation and Licenses; and (v) evaluating the reasonableness of the significant assumptions used by management related to the level of obsolescence. Professionals with specialized skill and knowledge were used to assist in evaluating the reasonableness of the assumptions related to the level of obsolescence used to determine the fair value of the Fixed network and transportation and Licenses.
/s/ PRICE WATERHOUSE & CO. S.R.L. | |
(Partner) | |
/s/ Alejandro Javier Rosa |
Autonomous
March 11, 2026
We have served as the Company’s auditor since 2003.
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TELECOM ARGENTINA S.A.
CONTENTS
Glossary of terms | F-6 |
Consolidated Statements of Financial Position | F-10 |
Consolidated Income Statements | F-11 |
Consolidated Statements of Comprehensive Income | F-12 |
Consolidated Statements of Changes in Equity | F-13 |
Consolidated Statements of Cash Flows | F-14 |
Note to Consolidated financial statement | |
Note 1 – Description of business and basis of preparation of the consolidated financial statements | F-16 |
Note 2 – Regulatory framework | F-22 |
Note 3 – Significant accounting policies | F-26 |
Note 4 – Cash and cash equivalents and Investments | F-48 |
Note 5 – Trade receivables | F-49 |
Note 6 – Other receivables | F-50 |
Note 7 – Inventories | F-51 |
Note 8 – Goodwill | F-51 |
Note 9 – PP&E | F-51 |
Note 10 – Intangible assets | F-53 |
Note 11 – Investment properties | F-56 |
Note 12 – Rights of use assets | F-57 |
Note 13 – Trade payables | F-57 |
Note 14 – Borrowings | F-57 |
Note 15 – Salaries and social security payables | F-62 |
Note 16 – Income tax payable and Deferred income tax assets/liabilities | F-62 |
Note 17 – Other taxes payables | F-65 |
Note 18 – Leases liabilities | F-66 |
Note 19 – Other liabilities | F-66 |
Note 20 – Provisions | F-67 |
Note 21 – Purchase commitments | F-72 |
Note 22 – Equity | F-73 |
Note 23 – Financial instruments | F-74 |
Note 24 – Revenues | F-79 |
Note 25 – Operating expenses | F-80 |
Note 26 – Financial results | F-82 |
Note 27 – Financial risk management | F-82 |
Note 28 – Balances and transactions with Related Parties | F-87 |
Note 29 – Business acquisition | F-89 |
Note 30 – Subsequent events | F-96 |
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TELECOM ARGENTINA S.A.
Glossary of terms
The following explanations are not technical definitions, but to assist the financial statement reader to understand certain terms as used in these consolidated financial statements.
ADR: American Depositary Receipt.
ADS: Telecom Argentina’s American Depositary Share, listed on the New York Stock Exchange, each representing five Class B Shares.
ARCA (Agencia de Recaudación y Control Aduanero): Argentine Tax Collection and Customs Control Agency, Autonomous agency for Tax Collection and Customs Control, which replaced the Federal Administration of Public Revenues (AFIP).
AMBA (Área Metropolitana de Buenos Aires): The Metropolitan Area of Buenos Aires. An area comprising the Autonomous city of Buenos Aires and the greater Buenos Aires area.
AVC: Name corresponding to the subsidiary merged as from January 1, 2025 with Telecom Argentina, namely AVC Continente Audiovisual S.A.
BCRA (Banco Central de la República Argentina): The Central Bank of Argentina.
BYMA (Bolsas y Mercados Argentinos): Buenos Aires Stock Exchange.
Cablevisión: Company absorbed by Telecom Argentina since January 1, 2018, whose activities are continued by Telecom.
CAPEX: Capital expenditures.
CNC (Comisión Nacional de Comunicaciones): The Argentine National Communications Commission.
CNDC (Comisión Nacional de Defensa de la Competencia): The Argentine Antitrust Commission.
CNV (Comisión Nacional de Valores): The Argentine Securities and Exchange Commission.
CONATEL (Comisión Nacional de Telecomunicaciones del Paraguay): Paraguay Telecommunications Commission.
CPI National Consumer Price Index.
CVH Cablevisión Holding S.A., controlling company of Telecom since January 1, 2018.
DFI: Derivative Financial Instrument.
DATDH (Distribución de Señales de Audio y Televisión Directa al Hogar): direct-to-home subscription audio and television services.
ENACOM (Ente Nacional de Telecomunicaciones): The Telecommunications Regulatory Authority of Argentina.
ENTel (Empresa Nacional de Telecomunicaciones): Argentine State Telecommunication Company, which was privatized in November 1990.
FACPCE (Federación Argentina de Consejos Profesionales en Ciencias Económicas): Argentine Federation of Professional Councils of Economic Sciences.
FFSU or SU Fund (Fondo Fiduciario del Servicio Universal): Universal Service Fiduciary Fund.
FTL: Fintech Telecom LLC, a Telecom shareholder.
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TELECOM ARGENTINA S.A.
Fintech services: Financial technology services are activities that involve the use of innovation and technological developments for the design, offer and provision of financial products and services.
Fixed and intangible assets: Includes PP&E, Intangible assets, Goodwill, Investment Properties and Rights of use assets.
IAS: International Accounting Standards.
IASB: International Accounting Standards Board.
ICT Services (Information and Communication Technology services): Services to transport and distribute signals or data, such as voice, text, video and images, provided or requested by third-party users, through telecommunications networks.
ICT Services provided in Argentina – Personal Network: Corresponds to the operations carried out by Telecom Argentina and its subsidiaries located in Argentina except TMA (TSMA, Cable Imagen, PEM, Inter Radios, Personal Smarthome and NYS2) engaged in the provision of ICT services.
ICT Services provided in Argentina – TMA Network: Corresponds to the operations carried out by the subsidiary TMA as from the acquisition date.
IFRS Accounting Standards: International Financial Reporting Standards, as issued by the International Accounting Standards Board.
CPI: Consumer Price Index.
INDEC (Instituto Nacional de estadísticas y censos): The National Institute of statistics and censuses.
La Capital Cable/Ver TV: Names corresponding to limited companies La Capital Cable S.A. and Ver T.V. S.A., respectively, companies that are or have been directly or indirectly associates according to the definition of the General Corporations Law.
LAD (Ley Argentina Digital): Argentine Digital Law No. 27,078.
LGS (Ley de General de Sociedades): Argentine Corporations Law No. 19,550 as amended. Since the enforcement of the new Civil and Commercial Code its name was changed to “General Corporations Law”.
Micro Sistemas/ Pem/ Cable Imagen/ Inter Radios/ Personal Smarthome/ NYS2/ RISSAU/ Manda/ TSMA/ TMA: Names corresponding to limited companies or limited responsibility companies that are directly or indirectly controlled according to the definition of the LGS, or were controlled by Telecom Argentina, directly or indirectly: Micro Sistemas S.A., Pem S.A.U., Cable Imagen S.R.L., Inter Radios S.A.U., Personal Smarthome S.A., NYS2 S.A.U., Red Intercable Satelital S.A.U., Manda S.A., Teledifusora San Miguel Arcángel S.A and Telefónica Móviles Argentina S.A.
MULC (Mercado Único y Libre de Cambios): The Argentine Single and Free Exchange Market.
NYSE: New York Stock Exchange.
OCI: Other Comprehensive Income.
OPH: Name corresponding to company Open Pass Holding LLC that is a joint venture of Telecom Argentina.
Other segments: These correspond to a) ICT services provided through subsidiaries (Telecom Argentina USA, Núcleo, Televisión Dirigida, Adesol and its subsidiaries, Opalker, Ubiquo, Naperville, Saturn, Manda and RISSAU) in Paraguay, Uruguay and Chile and b) activities in the fintech industry, carried out, through subsidiaries Micro Sistemas, Personal Envíos, CrediPay and MFH in Argentina and Paraguay.
Parklet/ Openxpand: Name corresponding to a joint venture of Telecom, Parklet S.A., then renamed to “Openxpand S.A.”
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TELECOM ARGENTINA S.A.
PCS (Personal Communications Service): A mobile communications service with systems that operate in a similar manner to cellular systems.
PEN (Poder Ejecutivo Nacional): National Executive Power.
PPP (Programa de Propiedad Participada): Share Ownership plan.
PP&E: Property, plant and equipment.
PSP: Payment Service Providers.
RECPAM (Resultado por exposición a los cambios en el poder adquisitivo de la moneda): Inflation Adjustment Gain (Loss).
RMB: Official currency of Popular Republic of China.
Roaming: a function that enables mobile subscribers to use the service on networks of operators other than the one with which they signed their initial contract. The roaming service is active when a mobile device is used in a foreign country (included in the GSM network).
SBT (Servicio básico telefónico): Basic telephone service.
SC (Secretaría de Comunicaciones): The Argentine Secretary of Communications.
SCMA (Servicio de Comunicaciones Móviles Avanzadas): Mobile Advanced Communications Service.
SMS: Short message systems.
SOF: Secured Overnight Financing.
SRCE (Servicio Radioeléctrico de Concentración de Enlaces): Radio-electric Service of Concentration of Links.
SRMC (Servicio de Radiocomunicaciones Móvil Celular): Cellular Mobile Radiocommunications Service.
SRS (Servicio de Radiodifusión por Suscripción por vínculo físico y/o radioeléctrico): Subscription Broadcasting Service by physical and / or radio-electric link.
STeFI (Servicios de Telecomunicaciones Fiables e Inteligentes): Reliable and Intelligent Telecommunications Service.
STM (Servicio de Telefonía Móvil): Mobile Telephone Service.
STMC (Servicio de Telefonía Móvil por Celular): Mobile Telephone Service by Cellular.
SU: The availability of Basic telephone service, or access to the public telephone network via different alternatives, at an affordable price to people within a country or specified area.
TASA: Telefónica Móviles Argentina S.A.(entity merged with TMA prior to the acquisition of TMA by Telecom Argentina).
TAMAR: (Tasa Mayorista de Argentina) Argentina Wholesale Rate published by the BCRA.
Telecom Argentina: Telecom Argentina S.A.
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TELECOM ARGENTINA S.A.
Telecom or the Company: Telecom Argentina and its consolidated subsidiaries.
Telecom Argentina USA/ Núcleo/ Personal Envíos/ Televisión Dirigida/ Adesol/ Opalker/ Ubiquo/ Micro Fintech Holding/ Naperville/ Saturn/ CrediPay: Names corresponding to foreign companies Telecom Argentina USA Inc., Núcleo S.A.E., Personal Envíos S.A., Televisión Dirigida S.A., Adesol S.A., Opalker S.A., Ubiquo Chile Spa, Micro Fintech Holding LLC, Naperville Investments LLC, Saturn Holding LLC and CrediPay S.A., respectively, companies that are directly or indirectly controlled according to the definition of the LGS.
URSEC (Unidad Regulatoria de Servicios de Comunicaciones): Communication Services Regulatory Agency.
USA: United States of America.
UVA (Unidad de Valor Adquistivo): Purchasing Value Unit, an index developed and published by the BCRA.
VAS (Value-Added Services): Services that provide additional functionality to the basic transmission services offered by a telecommunications network such as SMS, Video streaming, Personal Video, Personal Cloud, M2M (Communication Machine to Machine), Social networks, Personal Messenger, Contents and Entertainment (content and text subscriptions, games, music ringtones, wallpaper, screensavers, etc.), MMS (Mobile Multimedia Services) and Voice Mail, among others.
VAT: Value-Added Tax.
WACC: Weighted Average Cost of Capital, discount rate used to discount cash flows in estimating the recoverable value of the Goodwill.
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TELECOM ARGENTINA S.A.
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(In millions of Argentine pesos in current currency - Note 1.d)
As of December 31, | ||||||
ASSETS | | Note | | 2025 | | 2024 |
Current Assets |
| |
| |
| |
Cash and cash equivalents |
| 4 |
| |
| |
Investments |
| 4 |
| |
| |
Trade receivables |
| 5 |
| |
| |
Other receivables |
| 6 |
| |
| |
Inventories |
| 7 |
| |
| |
Assets classified as held for sale | 3.j | | | |||
Total current assets |
|
| |
| | |
Non-Current Assets |
|
|
| |||
Trade receivables |
| 5 |
| |
| |
Other receivables |
| 6 |
| |
| |
Deferred income tax assets |
| 16 |
| |
| |
Investments |
| 4 |
| |
| |
Goodwill | 8 | | | |||
PP&E |
| 9 |
| |
| |
Intangible assets |
| 10 |
| |
| |
Right of use assets | 11 | | | |||
Investment properties | 12 | | — | |||
Total non-current assets |
|
| |
| | |
TOTAL ASSETS |
|
| |
| | |
LIABILITIES |
|
|
| |||
Current Liabilities |
|
|
| |||
Trade payables |
| 13 |
| |
| |
Borrowings |
| 14 |
| |
| |
Salaries and social security payables |
| 15 |
| |
| |
Income tax liabilities | 16 | | | |||
Other taxes payables |
| 17 |
| |
| |
Dividends payables | | | ||||
Leases liabilities |
| 18 |
| |
| |
Other liabilities |
| 19 |
| |
| |
Provisions |
| 20 |
| | | |
Total current liabilities |
|
| |
| | |
Non-Current Liabilities |
|
|
| |||
Trade payables |
| 13 |
| |
| |
Borrowings |
| 14 |
| |
| |
Salaries and social security payables |
| 15 |
| |
| |
Deferred income tax liabilities |
| 16 |
| |
| |
Other taxes payables |
| 17 |
| — |
| |
Leases liabilities | 18 | | | |||
Other liabilities |
| 19 |
| |
| |
Provisions |
| 20 |
| |
| |
Total non-current liabilities |
|
| |
| | |
TOTAL LIABILITIES |
|
| |
| | |
EQUITY |
|
|
| |||
Equity attributable to Controlling Company |
|
| |
| | |
Equity attributable to non-controlling interest |
|
| |
| | |
TOTAL EQUITY(See Consolidated Statements of Changes in Equity) |
|
| |
| | |
TOTAL LIABILITIES AND EQUITY |
| |
| |
| |
The accompanying notes are an integral part of these consolidated financial statements.
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TELECOM ARGENTINA S.A.
CONSOLIDATED INCOME STATEMENTS
(In millions of Argentine pesos in current currency, except per share data in Argentine pesos in current currency - Note 1.d)
For the years ended December 31, | ||||||||
| Note | | 2025 | | 2024 | | 2023 | |
Revenues |
| 24 |
| |
| |
| |
Employee benefit expenses and severance payments |
| 25 |
| ( |
| ( |
| ( |
Interconnection and transmission costs |
|
| ( |
| ( |
| ( | |
Fees for services, maintenance, materials and supplies |
| 25 |
| ( |
| ( |
| ( |
Taxes and fees with the Regulatory Authority |
| 25 |
| ( |
| ( |
| ( |
Commissions and advertising |
|
| ( |
| ( |
| ( | |
Cost of equipment and handsets |
| 25 |
| ( |
| ( |
| ( |
Programming and content costs |
|
| ( |
| ( |
| ( | |
Bad debt expenses |
|
| ( |
| ( |
| ( | |
Other operating expenses, net |
| 25 |
| ( |
| ( |
| ( |
Depreciation, amortization and impairment of Fixed and intangible assets |
| 25 |
| ( |
| ( |
| ( |
Operating income (loss) |
|
| |
| ( |
| ( | |
Losses from associates and joint ventures |
| 4 |
| ( |
| ( |
| ( |
Financial results from borrowings |
| 26 |
| ( |
| |
| ( |
Other financial results, net | 26 | | | | ||||
Income (loss) before income tax |
|
| ( |
| |
| ( | |
Income tax benefit (expense) |
| 16 |
| |
| ( |
| |
Net income (loss) for the year |
| |
| ( |
| |
| ( |
Attributable to: |
| |
| |
|
| ||
Controlling Company |
| |
| ( |
| |
| ( |
Non-controlling interest |
| |
| |
| |
| |
| |
| ( |
| |
| ( | |
Earnings (losses) per share for income attributable to the Controlling Company - Basic and diluted |
| 3.t |
| ( |
| |
| ( |
See Note 25 for additional information on operating expenses per function.
The accompanying notes are an integral part of these consolidated financial statements.
F-11
Table of Contents
TELECOM ARGENTINA S.A.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In millions of Argentine pesos in current currency - Note 1.d)
For the years ended December 31, | ||||||
| 2025 | | 2024 | | 2023 | |
Net income (loss) for the year |
| ( |
| |
| ( |
Other comprehensive income |
|
|
| |||
Items that may be reclassified to profit or loss |
|
|
| |||
Currency translation adjustments (no effect on Income Tax) |
| |
| ( |
| |
DFI effects classified as hedges |
| — |
| ( |
| |
Gains of investments at fair value | | — | — | |||
Income Tax effects | ( | | ( | |||
Items that will not be reclassified to profit or loss |
|
|
| |||
Actuarial results |
| ( |
| ( |
| ( |
Income Tax effects |
| |
| |
| |
Other comprehensive income (loss), net of tax |
| |
| ( |
| |
Total comprehensive income (loss) for the year |
| ( |
| |
| ( |
Attributable to: |
|
|
| |||
Controlling Company |
| ( |
| |
| ( |
Non-controlling interest |
| |
| ( |
| |
| ( |
| |
| ( | |
The accompanying notes are an integral part of these consolidated financial statements.
F-12
Table of Contents
TELECOM ARGENTINA S.A.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(In millions of Argentine pesos in current currency - Note 1.d)
Owner’s contribution | Reserves | Equity | Equity | ||||||||||||||||||||
Outstanding | Special | attributable | attributable | ||||||||||||||||||||
shares | reserve for | Other | to | to non- | |||||||||||||||||||
Capital nominal | Inflation | Contributed | IFRS | Facultative | comprehensive | Retained | controlling | controlling | Total | ||||||||||||||
| value (1) | | | adjustment | Surplus | | Legal | | implementation | | (2) | | loss | | earnings | | company | | interest | | Equity | ||
Balances as of January 1, 2023 |
| | | | | | | ( | ( | | | | |||||||||||
Resolutions of the General Ordinary and Extraordinary Shareholders’ Meeting held on April 27, 2023 | |||||||||||||||||||||||
- Specific loss allocation | — | — | ( | — | — | — | — | | — | — | — | ||||||||||||
- Reserves constitution | — | — | — | — | — | | — | ( | — | — | — | ||||||||||||
Dividends (1) | — | — | — | — | — | ( | — | — | ( | — | ( | ||||||||||||
Dividends to non-controlling shareholders | — | — | — | — | — | — | — | — | — | ( | ( | ||||||||||||
Subsidiary acquisition | — | — | — | — | — | — | — | — | — | ( | ( | ||||||||||||
Subsidiary call option | — | — | — | — | — | — | ( | — | ( | — | ( | ||||||||||||
Comprehensive income: | |||||||||||||||||||||||
Net income (loss) for the year | — | — | — | — | — | — | — | ( | ( | | ( | ||||||||||||
Other comprehensive income | — | — | — | — | — | — | | — | | | | ||||||||||||
Total Comprehensive income (loss) | — | — | — | — | — | — | | ( | ( | | ( | ||||||||||||
Balances as of December 31, 2023 | | | | | | | ( | ( | | | | ||||||||||||
Resolutions of the General Ordinary and Extraordinary Shareholders’ Meeting held on April 25, 2024 | |||||||||||||||||||||||
- Absorption of retained earnings (losses) and reserve reclassification | — | — | ( | — | — | ( | — | | — | — | — | ||||||||||||
Dividends to non-controlling shareholders | — | — | — | — | — | — | — | — | — | ( | ( | ||||||||||||
Subsidiary acquisition | — | — | — | — | — | — | — | — | — | | | ||||||||||||
Transaction with non-controlling interest | — | — | — | — | — | — | ( | — | ( | ( | ( | ||||||||||||
Subsidiary acquisition | — | — | — | — | — | — | — | — | — | | | ||||||||||||
Dividends (1) | — |
| — |
| — | — |
| — |
| ( |
| — | — |
| ( |
| — |
| ( | ||||
Comprehensive income: |
|
|
| ||||||||||||||||||||
Net income (loss) for the year | — |
| — |
| — | — |
| — |
| — | — | | | | | ||||||||
Other comprehensive loss, net of tax | — | — | — | — | — | — | ( | — | ( | ( | ( | ||||||||||||
Total comprehensive income (loss) | — |
| — |
| — | — |
| — |
| — |
| ( | |
| |
| ( |
| | ||||
Balances as of December 31, 2024 |
| | | | | | | ( | | | | | |||||||||||
Resolutions of the General Ordinary and Extraordinary Shareholders’ Meeting held on April 25, 2025 (2) | |||||||||||||||||||||||
- Constitution and reclassification of reserves | — | — | ( | | — | | — | ( | — | — | — | ||||||||||||
Dividends to non-controlling shareholders | — | — | — | — | — | — | — | — | — | ( | ( | ||||||||||||
Dividends (1) | — | — | — | — | — | ( | — | — | ( | — | ( | ||||||||||||
Transaction non-controlling interest (3) | — | — | — | — | — | — | | — | | ( | — | ||||||||||||
Comprehensive income: | |||||||||||||||||||||||
Net income (loss) for the year | — | — | — | — | — | — | — | ( | ( | | ( | ||||||||||||
Other comprehensive income, net of tax |
| — |
| — |
| — | — |
| — |
| — |
| | — | | | | ||||||
Total comprehensive income (loss) |
| — | — | — | — | — | — | | ( | ( | | ( | |||||||||||
Balances as of December 31, 2025 |
| | | | | | | ( | ( | | | | |||||||||||
| (1) |
| (2) |
| (3) |
The accompanying notes are an integral part of these consolidated financial statements.
F-13
Table of Contents
TELECOM ARGENTINA S.A.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions of Argentine pesos in current currency – Note 1.d)
For the years ended December 31, | ||||||||
| Note | | 2025 | | 2024 | | 2023 | |
CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES |
| |
| |
| |
| |
Net income (loss) for the year |
| |
| ( |
| |
| ( |
Adjustments to reconcile net income to net cash flows provided by operating activities |
| |
|
|
| |||
Allowances deducted from assets |
|
| |
| |
| | |
Depreciation of PP&E |
| 25 |
| |
| |
| |
Amortization of intangible assets |
| 25 |
| |
| |
| |
Amortization of rights of use assets |
| 25 |
| |
| |
| |
Depreciation of Investment properties | 25 | | — | — | ||||
Impairment of goodwill | 8 | | — | — | ||||
Disposals of Fixed and intangible assets |
|
| |
| |
| | |
Losses from associates and joint ventures | 4 | | | | ||||
Financial results and others |
|
| |
| ( |
| | |
Income tax expenses |
| 16 |
| ( |
| |
| ( |
Income tax paid |
|
| ( |
| ( |
| ( | |
Change in operating assets and liabilities, net of effects from purchase of controlled entity | ||||||||
Increase Trade receivables | ( | ( | ( | |||||
Decrease / (Increase) Other receivables | ( | ( | ( | |||||
Decrease / (Increase) Inventories | | ( | ( | |||||
(Decrease) / Increase Trade payables | ( | | | |||||
Increase Salaries and social security payables | | | | |||||
(Decrease) / Increase Other taxes payables | ( | | | |||||
(Decrease) / Increase Other Liabilities and Provisions | ( | ( | | |||||
Total cash flows from operating activities |
|
| |
| |
| | |
CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES |
|
|
|
| ||||
Payments for PP&E |
|
| ( |
| ( |
| ( | |
Payments for intangible asset acquisitions |
|
| ( |
| ( |
| ( | |
Dividends received from associates |
|
| |
| |
| | |
Proceeds from the sale of PP&E and intangible assets |
|
| |
| |
| | |
Payments for acquisition of subsidiary, net of cash acquired | 29 | ( | ( | ( | ||||
Integration of contributions in joint ventures | 4 | ( | — | — | ||||
Compensation received for acquisition of companies | | | — | |||||
Proceeds from DFI liquidations | | | | |||||
Proceeds from sale of investments not considered as cash and cash equivalents | | | | |||||
Payments for investments not considered as cash and cash equivalents | ( | ( | ( | |||||
Acquisition of purchase option | — | — | ( | |||||
Total cash flows used in investing activities |
|
| ( |
| ( |
| ( | |
CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES |
|
|
|
| ||||
Proceeds from borrowings |
| 14 |
| |
| |
| |
Payment of borrowings |
| 14 |
| ( |
| ( |
| ( |
Repurchase of Notes | 14 | ( | ( | — | ||||
Payment of interests, DFI and related expenses |
| 14 |
| ( |
| ( |
| ( |
Payments of leases liabilities | ( | ( | ( | |||||
Transaction with non-controlling interests | — | ( | ( | |||||
Dividends paid to non-controlling interests in subsidiaries |
|
| ( |
| ( |
| ( | |
Dividends paid | 22 | ( | — | — | ||||
Total cash flows from (used in) financing activities |
| |
| |
| ( |
| ( |
NET INCREASE IN CASH AND CASH EQUIVALENTS |
| |
| ( |
| |
| ( |
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR |
|
| |
| |
| | |
NET FOREIGN EXCHANGE DIFFERENCES AND RECPAM ON CASH AND CASH EQUIVALENTS | | ( | | |||||
CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR |
|
| |
| |
| | |
The accompanying notes are an integral part of these consolidated financial statements.
F-14
Table of Contents
TELECOM ARGENTINA S.A.
Non-cash investing and financing activities
Main non-cash transactions from the consolidated statement of cash flows are the following:
Classification of | ||||||||
activities | Year ended December 31, | |||||||
Description | | | 2025 | | 2024 | | 2023 | |
PP&E and intangible assets acquisition financed with accounts payable | Investing | |||||||
Right of use assets acquisition owed | Investing | |||||||
Trade payables cancelled with government bonds | Investing | — | — | |||||
Acquisition of companies and joint ventures financed with other liabilities | Investing | — | — | |||||
Other receivables offset with acquisition of companies and joint ventures | Investing | — | — | |||||
Joint ventures acquisition cancelled with government bonds | Investing | — | — | |||||
Trade payables offset with PP&E sale | Investing | — | — | |||||
Other receivables pending collection from PP&E sale | Investing | — | — | |||||
Dividends received offset against trade payables |
| Investing | |
| — |
| — | |
Dividends payment made with investments not considered as cash and cash equivalents (Note 22) | Financing | | | | ||||
Dividend paid with tax credits (Note 22) | Financing | | — | — | ||||
Exchange Notes | Financing | — | | — | ||||
Trade payables cancelled with borrowings | Financing | — | | | ||||
Acquisition of non-controlling interest offset against other receivables | Financing | — | | — | ||||
Dividend payable from subsidiaries |
| Financing | — |
| |
| — | |
Issuance costs payable |
| Financing | |
| |
| — | |
F-15
Table of Contents
TELECOM ARGENTINA S.A.
NOTE 1 - DESCRIPTION OF BUSINESS AND BASIS OF PREPARATION OF THE CONSOLIDATED FINANCIAL STATEMENTS
a) The Company and its Operations
Telecom Argentina was created through the privatization of ENTel, the state-owned company that provided telecommunication services in Argentina.
Telecom Argentina’s license, as originally granted, was exclusive to provide telephone services in the northern region of Argentina since November 8, 1990 through October 10, 1999. As of October 10, 1999, Telecom Argentina also began providing telephone services in all the country.
On December 1, 2017, Telecom Argentina merged with Telecom Personal, so, since that date, it provides directly mobile telecommunications services. As a consequence of the merger with Cablevisión (accounted for as a reverse acquisition on January 1, 2018), Telecom Argentina provides cable television services through networks installed in different localities in Argentina and Uruguay.
On February 24, 2025, Telecom Argentina acquired
Therefore, the Company mainly provides fixed and mobile telephony services, cable television services, data and Internet services, among others, in Argentina. Additionally, through its subsidiaries, it also provides diverse ICT Services in Uruguay, Paraguay, USA and Chile.
Moreover, through its subsidiaries Micro Sistemas, Personal Envíos and CrediPay, the Company provides fintech services related to the use of electronic means of payment, transfers and/or electronic use of money, among others.
F-16
Table of Contents
TELECOM ARGENTINA S.A.
As of December 31, 2025, the following are the subsidiaries included in the consolidation process and the respective equity interest owned by Telecom Argentina:
Telecom Argentina’s | | |||||||||
direct/indirect interest | ||||||||||
in capital stock and | ||||||||||
Company | | | Main Activity | | | Country | | | votes | |
TMA (a) | ICT Services and Audiovisual Communication Services | Argentina | | % | ||||||
Micro Sistemas (b) |
| Services related to the use of electronic payment media | Argentina | | % | |||||
Manda | Holding | Argentina | | % | ||||||
RISSAU | Broadcasting services | Argentina | | % | ||||||
Inter Radios | Broadcasting services | Argentina | | % | ||||||
Pem | Holding | Argentina | | % | ||||||
Cable Imagen | Closed-circuit television | Argentina | | % | ||||||
Personal Smarthome | Security solutions and services | Argentina | | % | ||||||
NYS2 | ICT Services and Audiovisual Communication Services | Argentina | | % | ||||||
TSMA (c) | Community Closed-Circuit Television | Argentina | | % | ||||||
Telefónica Ingeniería de Seguridad de Argentina S.A.U. (d) | Security solutions and services | Argentina | | % | ||||||
Ubiquo | Cybersecurity services and products | Chile | | % | ||||||
Núcleo | Mobile telecommunications Services | Paraguay | | % | ||||||
Personal Envíos | Mobile financial services | Paraguay | | % | ||||||
CrediPay |
| Financial services | Paraguay | | % | |||||
Televisión Dirigida |
| Cable television services | Paraguay | | % | |||||
Adesol (e) |
| Holding | Uruguay | | % | |||||
Opalker |
| Cybersecurity, content platform and related services | Uruguay | | % | |||||
Openxpand (f) | Development and provision of digital platforms | Uruguay | | % | ||||||
MFH | Holding | USA | | % | ||||||
Naperville | Holding | USA | | % | ||||||
Saturn | Holding | USA | | % | ||||||
Telecom USA | Telecommunication services | USA | | % |
| (a) | Acquired by Telecom Argentina on February 24, 2025. See Note 29. |
| (b) | On January 22, 2026, Banco Macro subscribed for shares representing |
| (c) | On December 1, 2025, the Telecom Argentina’s Board of Directors and the Board of Directors of TSMA approved the initiation of the process leading to the corporate reorganization consisting of the merger by absorption of TSMA by Telecom Argentina, effective as of January 1, 2026, the date from which TSMA’s operations shall be considered as carried out by Telecom Argentina. |
| (d) | Indirectly acquired by Telecom Argentina following the acquisition of TMA, see reference (a) above. |
| (e) | Adesol acquired |
| (f) | Included in the Company’s consolidated financial statements until May 19, 2025, and thereafter accounted for as a joint venture. See Notes 3.d.4) and 4. |
Segment information
The Executive Committee and the CEO have a strategic and operational vision of Telecom as a single business unit in Argentina, according to the current regulatory context of the converged ICT Services industry (adding to the same segment the activities related to mobile services, internet services, cable television and fixed and data services, services governed by the same regulatory framework of ICT Services). To exercise its functions, both the Executive Committee and the CEO receive periodically the economic-financial information of Telecom Argentina and its subsidiaries located in Argentina except TMA (stated in historic currency at the transaction date), that is prepared as a single segment and evaluate the evolution of business as a unit of generation of results, administrating the resources in a unique way to achieve the objectives. Regarding costs, they are not specifically allocated to a type of service, considering that Telecom Argentina has a single payroll and operating expenses that affect all services in general (non-specific). Further, decisions on CAPEX affect all the types of services provided by Telecom in Argentina and its subsidiaries located in Argentina except TMA and are not allocated specifically to one of them.
F-17
Table of Contents
TELECOM ARGENTINA S.A.
Following the acquisition of TMA, on February 24, 2025 (see Note 29), the Company identified a new reportable segment, “ICT Services provided in Argentina – TMA Network” corresponding to the provision of mobile and fixed telephony services, fixed broadband, and video services on a nationwide scale in Argentina, using its own networks, with its own infrastructure. The subsidiary TMA is managed as a separate business unit, and therefore, the Executive Committee and the CEO review its economic and financial information (stated in historic currency at the transaction date) separately. Regarding costs, they are not specifically allocated to a type of service, considering that TMA has a single payroll and operating expenses that affect all services in general (non-specific). Further, decisions on CAPEX affect all the types of services provided by TMA and are not allocated specifically to one of them.
Additionally, Telecom, through Micro Sistemas, develops activities in the fintech industry in Argentina. Telecom also carries out activities abroad (Paraguay, USA, Uruguay and Chile).
The operations that Telecom develops through Micro Sistemas, and those developed abroad, are not analyzed as a separate segment by the Executive Committee and the CEO, considering that they are not considered as individually significant. These operations do not meet the aggregation criteria established by the standard to be grouped within the “ICT Services in Argentina - Personal Network” and “ICT Services in Argentina - TMA Network” segments, and considering that they do not exceed any of the quantitative thresholds identified in the standard to qualify as reportable segments, they are grouped within the category “Other segments”.
The Executive Committee and the CEO continue to monitor these businesses to evaluate the manner in which its performance is reviewed and, eventually, its consideration as a separate reportable segment provided it complies with the requirements established by IFRS Accounting Standards to that effect.
As a result, segments as of December 31, 2025, are the following:
- | ICT Services provided in Argentina – Personal Network. |
- | ICT Services provided in Argentina – TMA Network. |
- | Other segments. |
The Executive Committee and the CEO evaluate the profitability for each reportable segment based on the measure of the Adjusted EBITDA. Adjusted EBITDA is defined as our net (loss) income less income tax, financial results, earnings (losses) from associates and joint ventures, and depreciation, amortization and impairment of Fixed and Intangibles Assets, reviewing this information in the currency of the date of each transaction.
F-18
Table of Contents
TELECOM ARGENTINA S.A.
Presented below is the Segment financial information for the years ended December 31, 2025, 2024 and 2023:
| ◻ | Consolidated Income Statement as of December 31, 2025 |
| ICT Services provided in Argentina – | ICT Services provided in Argentina – | | |||||||||||||||||||
Personal Network | TMA Network | Other segments | ||||||||||||||||||||
| | | | | | | | | | | ||||||||||||
Currency | Currency | Currency | ||||||||||||||||||||
of the | Inflation | In current | of the | Inflation | In current | of the | Inflation | In current | ||||||||||||||
transaction date | restatement | currency | transaction date | restatement | currency | transaction date | restatement | currency | Eliminations | Total | ||||||||||||
Revenues |
| |
| | | | | | |
| | | ( |
| | |||||||
Operating costs without depreciation, amortization and impairment of Fixed and intangible assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Employee benefit expenses and severance payments |
| ( |
| ( | ( | ( | ( | ( | ( |
| ( | ( | — |
| ( | |||||||
Fees for services, maintenance, materials and supplies | ( | ( | ( | ( | ( | ( | ( | ( | ( | | ( | |||||||||||
Taxes and fees with the Regulatory Authority | ( | ( | ( | ( | ( | ( | ( | ( | ( | — | ( | |||||||||||
Commissions and advertising | ( | ( | ( | ( | ( | ( | ( | ( | ( | | ( | |||||||||||
Programming and content costs | ( | ( | ( | ( | ( | ( | ( | ( | ( | — | ( | |||||||||||
Other operating costs |
| ( |
| ( | ( | ( | ( | ( | ( |
| ( | ( | |
| ( | |||||||
Adjusted EBITDA | | | | | | | | | | ( | | |||||||||||
Depreciation, amortization and impairment of Fixed and intangible assets |
|
|
|
| ( | |||||||||||||||||
Operating income |
|
|
|
| | |||||||||||||||||
Losses from associates and joint ventures |
| |
| |
| |
| ( | ||||||||||||||
Financial results from borrowings |
| |
| |
| |
| ( | ||||||||||||||
Other financial results, net |
| |
| |
| |
| | ||||||||||||||
Loss before income tax |
| |
| |
| |
| ( | ||||||||||||||
Income tax benefit |
| |
| |
| |
| | ||||||||||||||
Net loss |
| |
| |
| |
| ( | ||||||||||||||
Attributable to: |
| |
| |
| |
| |||||||||||||||
Controlling Company |
| |
| |
| |
| ( | ||||||||||||||
Non-controlling interest |
| |
| |
| |
| | ||||||||||||||
( | ||||||||||||||||||||||
| ◻ | Consolidated Income Statement as of December 31, 2024 |
| ICT Services provided in Argentina – | |||||||||||||||
Personal Network | Other segments | |||||||||||||||
| | | | | | | | |||||||||
Currency | Currency | |||||||||||||||
of the | Inflation | In current | of the | Inflation | In current | |||||||||||
transaction date | restatement | currency | transaction date | restatement | currency | Eliminations | Total | |||||||||
Revenues |
| |
| | | | | | ( |
| | |||||
Operating costs without depreciation, amortization and impairment of Fixed and intangible assets |
|
|
|
|
|
|
|
|
|
| ||||||
Employee benefit expenses and severance payments |
| ( |
| ( | ( | ( | ( | ( | — |
| ( | |||||
Fees for services, maintenance, materials and supplies | ( | ( | ( | ( | ( | ( | | ( | ||||||||
Taxes and fees with the Regulatory Authority | ( | ( | ( | ( | ( | ( | — | ( | ||||||||
Commissions and advertising | ( | ( | ( | ( | ( | ( | | ( | ||||||||
Programming and content costs | ( | ( | ( | ( | ( | ( | — | ( | ||||||||
Other operating costs |
| ( |
| ( | ( | ( | ( | ( | |
| ( | |||||
Adjusted EBITDA | | | | | | | — | | ||||||||
Depreciation, amortization and impairment of Fixed and intangible assets |
|
|
| ( | ||||||||||||
Operating loss |
|
|
| ( | ||||||||||||
Losses from associates and joint ventures |
| |
| |
| ( | ||||||||||
Financial results from borrowings |
| |
| |
| | ||||||||||
Other financial results, net |
| |
| |
| | ||||||||||
Profit before income tax |
| |
| |
| | ||||||||||
Income tax expense |
| |
| |
| ( | ||||||||||
Net income |
| |
| |
| | ||||||||||
Attributable to: |
| |
| |
| |||||||||||
Controlling Company |
| |
| |
| | ||||||||||
Non-controlling interest |
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| ◻ | Consolidated Income Statement as of December 31, 2023 |
| ICT Services provided in Argentina – | |||||||||||||||
| Personal Network | Other segments | ||||||||||||||
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Currency | Currency | |||||||||||||||
of the | Inflation | In current | of the | Inflation | In current | |||||||||||
transaction date | restatement | currency | transaction date | restatement | currency | Eliminations | Total | |||||||||
Revenues |
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Operating costs without depreciation, amortization and impairment of Fixed and intangible assets |
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Employee benefit expenses and severance payments |
| ( |
| ( | ( | ( | ( | ( | — |
| ( | |||||
Fees for services, maintenance, materials and supplies | ( | ( | ( | ( | ( | ( | | ( | ||||||||
Taxes and fees with the Regulatory Authority | ( | ( | ( | ( | ( | ( | — | ( | ||||||||
Commissions and advertising | ( | ( | ( | ( | ( | ( | | ( | ||||||||
Programming and content costs | ( | ( | ( | ( | ( | ( | — | ( | ||||||||
Other operating costs |
| ( |
| ( | ( | ( | ( | ( | |
| ( | |||||
Adjusted EBITDA | | | | | | | — | | ||||||||
Depreciation, amortization and impairment of Fixed and intangible assets |
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Operating loss |
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Losses from associates and joint ventures |
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Financial results from borrowings |
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Other financial results, net |
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Loss before income tax |
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Income tax benefit |
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Net loss |
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Attributable to: |
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Controlling Company |
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Non-controlling interest |
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( | ||||||||||||||||
Additional information is disclosed below:
For the years ended December 31, | ||||||
Revenues | 2025 | 2024 | 2023 | |||
From customers located in Argentina | | | | | | |
From foreign customers |
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CAPEX | ||||||
ICT Services in Argentina – Personal Network |
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ICT Services in Argentina – TMA Network | | — | — | |||
Other segments |
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As of December 31, | ||||
Fixed and intangible assets | 2025 | 2024 | ||
ICT Services in Argentina – Personal Network | | | | |
ICT Services in Argentina – TMA Network |
| |
| — |
Other segments | ||||
Borrowings |
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ICT Services in Argentina – Personal Network | | | ||
ICT Services in Argentina – TMA Network |
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| — |
Other segments | |
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TELECOM ARGENTINA S.A.
b) Basis of Presentation
These consolidated financial statements have been prepared in accordance with IFRS Accounting Standards as issued by the IASB. IFRS Accounting Standards also includes the International Accounting Standards or “IAS”; the International Financial Reporting Interpretations Committee or “IFRIC”, the Standard Interpretations Committee or “SIC” and the conceptual framework.
The preparation of these consolidated financial statements in conformity with IFRS Accounting Standards requires that the Company’s Management make estimates that affect the figures disclosed in the financial statements or its supplementary information. Actual results may differ from these estimates. The areas involving a higher degree of judgment or complexity, or areas where estimates are significant are disclosed under Note 3.u).
These consolidated financial statements are expressed in millions of Argentine pesos, based on historical cost, except for certain financial assets and liabilities (includes DFI) that are measured at fair value and are prepared in current currency as of December 31, 2025 (see section d)).
These consolidated financial statements contain, additionally to all disclosures required under IFRS Accounting Standards, some disclosures required by the LGS and/or by the CNV.
These consolidated financial statements as of December 31, 2025, were authorized for issuance and approved by resolution of the Board of Directors’ meeting held on March 10, 2026.
c) Financial reporting in hyperinflationary economies
Since Argentina has been considered a high-inflation economy for accounting purposes in accordance with IAS 29 since July 1, 2018, the financial information expressed in Argentine pesos is restated in current currency of December 31, 2025.
The table below shows the evolution of the indexes in the last three years according to official statistics (INDEC) in accordance with Resolution No. 539/18 of the FACPCE and the devaluation of the Argentine peso against the US dollar for the same years:
| As of December 31, | | As of December 31, | | As of December 31, |
| |
2023 | 2024 | 2025 |
| ||||
National CPI | | | | ||||
Variation in prices |
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Annual |
| | % | | % | | % |
Banco Nación US$/$ exchange rate | | | | ||||
Variation in the exchange rate | |||||||
Annual | | % | | % | | % |
Below is a summary of the effect of applying IAS 29:
Restatement of the Statement of Financial Position and the Statement of Changes in Equity
The Company restated all the non-monetary items in current currency as of December 31, 2025. Each item must be restated since the date of the initial recognition or since the last revaluation. Monetary items have not been restated because they are stated in terms of the measuring unit current as of December 31, 2025.
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Restatement of the Income Statement, the Statements of Comprehensive Income and the Statement of Cash Flows
In the Income Statement and the Statements of Comprehensive Income, items are restated in current currency as of December 31, 2025. The Company shall apply the monthly variations of CPI.
Financial results related to foreign currency exchange and accrued interest are determined in real terms, excluding the inflationary effect contained therein.
The effect of inflation on the monetary position is included in the Income Statement under Financial cost and Other financial results, net.
The items of the Statement of Cash Flows are restated in current currency at the closing date. The restatement effect has an impact on the Income Statement and must be eliminated from the Statement of Cash Flows because it is not considered cash or cash equivalent.
Investments in foreign companies
The subsidiaries that use functional currencies other than the Argentine peso (mainly foreign companies with economies that are not considered to be hyperinflationary), must not restate for inflation their financial statements, in accordance with IAS 29.
Notwithstanding, and only for reporting and consolidation purposes, the comparative figures presented in Argentine pesos in the Income Statement corresponding to the current year and the previous year must be stated using the exchange rates at the transaction date. In addition, the initial items of the Statement of Changes in Equity must be reported at the closing rate without modifying its total amount due to the fact that it is translated into the closing exchange rate, which implies that a translation adjustment is recognized against Retained Earnings and Other Comprehensive Income (loss).
d) Comparative information
The figures as of December 31, 2024 and for the years ended December 31, 2024 and 2023, which are disclosed in these consolidated financial statements for comparative purposes, are a result of restating the financial statements as of such dates, according to what is described in section d). When applicable, certain reclassifications were made for comparative purposes. As disclosed in Note 29, the Company has consolidated TMA as from February 24, 2025, and, therefore, the Company’s financial statements as of December 31, 2025, and the results for the year ended December 31, 2025, are not comparable to the comparative information presented in these consolidated financial statements.
NOTE 2 – Regulatory framework
a) Regulatory Authority
Argentina
In Argentina, the regulatory authority for the ICT services provided by Telecom Argentina and certain subsidiaries is ENACOM. Through Decree No. 89/2024 dated January 26, 2024, the Argentine government ordered the intervention of ENACOM for a period of 180 consecutive days, which was subsequently extended on several occasions, the latest being Decree No. 938/2025 until January 4, 2027, with the purpose of redefining outdated regulations that hinder technological progress, among other matters.
As of the date of issuance of these consolidated financial statements, there have been no effects on Telecom Argentina and certain subsidiaries’ operations in Argentina due to this intervention. Telecom Argentina will continue to monitor the matter for any potential impacts.
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Regarding fintech services, Micro Sistemas is registered with the BCRA as a PSP that offers payment accounts, accepts payments via transfers, and acts as a payment aggregator. It is also registered in the Interoperable Digital Wallets Registry and in the Other Non-Financial Credit Providers Registry. Therefore, Micro Sistemas is subject to certain regulations established by the BCRA and the Financial Information Unit, as it holds the status of Obligated Subject (OS) pursuant to Article 20 of Law No. 25,246 (as amended).
Foreign companies
The Regulatory Authority for ICT Services, provided by Núcleo in Paraguay is the CONATEL. Personal Envíos is under the oversight of the Central Bank of the Republic of Paraguay to operate as an Electronic Payment Company.
The Regulatory Authority for the services provided by Telecom USA, in USA, is the Federal Communications Commission.
The Regulatory Authority for the services provided by special purpose entities in Uruguay are under the orbit of URSEC.
b) Licenses
Argentina
Under the Licencia Única Argentina Digital, Telecom Argentina and certain subsidiaries currently provides the following services:
| ● | local fixed telephony, |
| ● | public telephony, |
| ● | domestic and international long-distance telephony, |
| ● | domestic and international point-to-point link services, |
| ● | value added, data transmission, videoconferencing, transportation of broadcasting signals, and Internet access, |
| ● | STM, SRMC, PCS and SCMA, also called mobile communications services (“SCM”, for its Spanish acronym), Such licenses were granted for the provision of STM in the Northern Region of Argentina, of SRMC in the AMBA area, and of PCS and SCMA throughout the country, |
| ● | SRS, |
| ● | SRCE and |
| ● | STeFI. |
Paraguay
Núcleo holds a license to provide STMC and PCS. In addition, it holds a license for the installation and exploitation of Internet, data services and license to provide DATDH services throughout Paraguay. These licenses have been granted for renewable
c) Main Regulatory issues – ICT Services provided in Argentina
Among the main regulations governing the services of Telecom Argentina and its ICT subsidiaries in Argentina, the following stand out:
| ● | LAD and its amendments. |
| ● | Law No. 19,798 to the extent it does not contradict the LAD. |
| ● | The Privatization Regulations, which regulated that process. |
| ● | The Transfer Agreement. |
| ● | The licenses for providing telecommunication services and the Bidding Terms and Conditions and their respective general rules. |
| ● | Current service regulations. See the main regulations on Licenses, Interconnection, SU and Spectrum in sections d) to e) of this Note. |
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d) Universal Service (“SU” for its Spanish acronym)
i) | Universal Service Fiduciary Fund |
On January 3, 2025, PEN, through Decree No. 6/2025, dissolved the FFSU established by Article 21 of Law No. 27,078 and its amendments. Furthermore, it repealed the aforementioned article. Subsequently, ENACOM issued Resolution No. 3/2025, stipulating that, in order to ensure the public policy of guaranteeing access to the SU, ICT service licensees shall continue making contributions in accordance with the current form and mechanism. Decree No. 312/2025 established that ENACOM would be responsible for collecting and administering such contributions.
ii) | General Regulation of the Universal Service |
The new General Regulation of the Universal Service, issued by ENACOM through Resolution No. 1,182/2025, maintains the obligation to contribute 1% of total accrued ICT revenues to the Universal Service Fund administered by ENACOM.
| 1. | Fund - Impact on Telecom Argentina with respect to its original license to provide SBT |
Pursuant to SC Resolutions Nos. 80/07 and 154/10 and CNC Resolution No. 2,713/07, Telecom Argentina filed its monthly returns, which show a credit balance. However, as of the date hereof,
Between 2011 and 2012, the Argentine Secretariat of Communications issued a series of resolutions whereby it informed Telecom Argentina that the provisions related to certain services and/or programs did not qualify as Initial SU Programs or different services involving a SU provision and cannot be financed with SU Funds.
Telecom Argentina filed appeals against the above-mentioned resolutions, presenting the legal arguments based on which such resolutions should be revoked.
In September 2012, the CNC formally required Telecom Argentina to deposit approximately $
In November 2019, the ENACOM notified Telecom Argentina that the appeals filed by Telecom Argentina against the SC resolutions had been rejected, and that the file had been submitted to the Court of Appeals.
On January 19, 2026, ENACOM Resolution No. 3/2026 was published in the Official Gazette, approving a Payment Facilities Regime aimed, among other matters, at the regularization of outstanding amounts related to contributions to the Universal Service Fund. The Payment Facilities Regime will remain in effect for a period of 180 days.
Telecom Argentina has expressed its willingness to adhere to the payment plan in order to assess the advisability of submitting to the scheme issued by ENACOM regarding the items covered by Resolution No. 3/2026, taking advantage of the opportunity for a significant reduction in the interest applied to the recognized debts, thus bringing the dispute to an end and putting a stop to years of uncertainty and to the potential contingency that could arise from a possible rejection of the appeals submitted. Consequently, Telecom Argentina, together with its advisors, has recognized a contingency provision of $
Additionally, matters concerning TMA in relation to the “SU” are detailed in Note 29.
2. | SU Fund - Impact on Telecom Argentina with respect to the SCMs originally provided by Telecom Personal S.A. |
In compliance with SC Resolution No. 80/07 and No. 154/10 and CNC Resolution No. 2,713/07, since July 2007 Telecom Personal S.A. has filed its tax returns and deposited the corresponding contributions.
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TELECOM ARGENTINA S.A.
On January 26, 2011, the SC issued Resolution No. 9/11, providing that telecommunication service providers could only allocate to investment projects under this program the amounts corresponding to outstanding investment contribution obligations arising from Annex III of Decree No. 764/00 before the effective date of Decree No. 558/08.
In July 2012, the SC issued Resolution No. 50/12, whereby it informed that the services declared by SCM service providers as SU services did not constitute items that could be discounted from the amount of SU contributions. It also established that certain amounts deducted could be allocated to investment projects within the framework of the program established by SC Resolution No. 9/11 or, as applicable, be deposited into the SU Fund.
Telecom Personal S.A. filed an administrative appeal against the decision issued by the Secretariat of Communications, seeking its nullification. As of the date of these consolidated financial statements, this appeal is still pending resolution.
Nevertheless, in October 2012, and in response to the formal demand issued by the Secretariat of Communications, Telecom Personal S.A. deposited, under protest, into the SU Fund an amount equivalent to the valuation of the SU services that Telecom Personal S.A. had been providing.
As of December 31, 2025, Telecom Argentina had
e) Spectrum
| i) | Spectrum Allocation for SCMA |
In 2014, Telecom Argentina was awarded Lots 2, 5, 6 and 8 and the remaining frequencies of the PCS and the SRMC, as well as those of the spectrum for the SCMA.
The use of the frequencies is granted for a period of
Once the term of use granted for the different frequencies has expired, the Regulatory Authority may extend the validity at the express request of the successful bidder (which will be onerous and under the price and conditions established by it).
| ii) | STeFI - 5G spectrum allocation |
On October 24, 2023, the Auction was held for the above-mentioned Bid for the allocation of frequency bands for the provision of STeFI, where Telecom Argentina was awarded Lot 2 (
The award of the right to use the frequency band implied the capitalization as intangible assets which are amortized as described in Note 3.i).
On February 24, 2025, Telecom Argentina acquired TMA, which was opportunely awarded Lot 3B (
On April 24, 2025, through ENACOM Resolution No. 611/2025, Article 1 of Resolution No. 1,285/2023 was amended, establishing that the maximum limit of radio spectrum accumulation for STeFI would be reduced from 200 MHz to 150 MHz per Licensee in each Operating Area.
f) Main Regulatory issues – Fintech Services
Foreign companies
Personal Envíos is authorized by the Central Bank of the Republic of Paraguay to operate as an Electronic Payment Company (“EMPE”, for its Spanish acronym) through Resolution No. 6 issued on March 30, 2015.
Argentina
Since November 20, 2020, Micro Sistemas has been registered as a PSP offering payment accounts. On July 4, 2024, it was registered as an Acceptor of Transfers and, on October 21, 2024, it obtained registration as a Payment Aggregator.
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TELECOM ARGENTINA S.A.
Furthermore, in August 2022, it was registered in the Interoperable Digital Wallets Registry, and during the first quarter of 2023, it was registered in the Other Non-Financial Credit Providers Registry. Therefore, Micro Sistemas is governed by the BCRA regulations for such registries.
Additionally, Micro Sistemas is required to comply with the provisions for the Protection of Financial Services Users and supplementary regulations issued by the BCRA.
NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES
Detailed below are the most relevant accounting policies used by Telecom for the preparation of these consolidated financial statements, which have been applied uniformly with respect to comparative years.
a) Going Concern
The consolidated financial statements have been prepared on a going concern basis as there is a reasonable expectation that Telecom will continue its operational activities in the foreseeable future (and in any event with a time horizon of more than twelve months).
b) Foreign Currency Translation
Items included in the financial statements of each of the Company’s subsidiaries are measured using the currency of the primary economic environment in which the entity operates (“the functional currency”). The consolidated financial statements are presented in Argentine pesos, which is the functional currency of all the Company’s subsidiaries located in Argentina. In general, the functional currency for the Company’s foreign subsidiaries is the respective legal currency of each country, except for Opalker and its subsidiary Ubiquo, whose functional currency is the US dollar.
The assets and liabilities of the Company’s foreign subsidiaries are translated using the exchange rates in effect at the reporting date, while income and expenses are translated at the average exchange rates for the year. Translation differences resulting from the application of this method are recognized under Other Comprehensive Income. The cash flows of foreign consolidated subsidiaries expressed in foreign currencies included in the consolidated financial statements are translated at the average exchange rates for each year.
Additionally, the joint ventures OPH and Openxpand have the U.S. dollar as their functional currency. For the registration of Telecom’s participation in these joint ventures, their financial information is translated into the Company’s functional currency by applying the closing exchange rate for assets and liabilities, and average exchange rates for each fiscal year for revenues and expenses. The resulting translation differences are recognized in “Other Comprehensive Income” and accumulated in equity under “Translation Adjustment.” Such adjustment is reclassified to profit or loss when the Company loses its interest in the joint venture.”
c) Foreign Currency Transactions
Transactions in foreign currencies are translated into the functional currency using the foreign exchange rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the foreign exchange rate prevailing at the reporting date. Exchange differences recognized in real terms, are included in the consolidated income statement in the items “Foreign currency exchange gains (losses) on borrowings” and “Other foreign currency exchange gains (losses)” within the line items “Financial results from borrowings” and “Other financial results, net”, respectively, except when they are deferred in equity for transactions that qualify as cash flow hedges, if applicable.
d) Principles of consolidation and equity method
d.1) Subsidiaries
Subsidiaries are all entities over which the Company has control. The Company controls an entity where the Company is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Company. They are deconsolidated from the date that control ceases.
The acquisition method of accounting is used to account for business combinations by the Company (see item d.7) to this Note).
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TELECOM ARGENTINA S.A.
Non-controlling interests in the results and equity of subsidiaries are shown separately in the consolidated statement of profit or loss, statement of comprehensive income, statement of changes in equity and statement of financial position respectively.
Inter-company transactions, balances and unrealized gains on transactions between Telecom Argentina and its subsidiaries are eliminated. Unrealized losses are also eliminated, unless the transaction provides evidence of impairment of the transferred assets.
The subsidiaries’ financial statements cover the same periods and are prepared as of the same closing date and in accordance with the same accounting policies as those of Telecom Argentina.
Note 1.a) details the subsidiaries, together with the interest percentages held directly or indirectly in each subsidiary’s capital stock and votes, main activity and country of origin as of December 31, 2025.
d.2) Transactions with non-controlling interests
Telecom considers any transactions executed with non-controlling shareholders that do not result in a loss of control, as transactions among shareholders. A change in the equity interests held by Telecom is considered as an adjustment in the book value of controlling interests and non-controlling interests to reflect the changes in its relative interests. The differences between the amount for which non-controlling interests are adjusted and the fair value of the consideration paid or received and attributed to the shareholders of the controlling company will be directly recognized in “Other comprehensive income (loss)” in the equity attributed to the parent company.
d.3) Investments in Associates
Associates are all entities over which Telecom has significant influence but not control or joint control. This is generally the case where the Company holds between 20% and 50% of the voting rights.
Investments in associates are accounted for using the equity method (see item d.5) to this note), after initially being recognized at cost.
Note 4 details the investments in associates, together with the interest percentages held directly or indirectly in each company’s capital stock and votes, main activity and country of origin as of December 31, 2025.
d.4) Joint arrangements
Under IFRS 11 “Joint Arrangements” investments in joint arrangements are classified as either joint operations or joint ventures. The classification depends on the contractual rights and obligations of each investor. As of the date of these consolidated financial statements, Telecom only maintains joint arrangements that qualify as joint ventures, namely:
d.4.1) Joint venture
Interests in joint ventures are accounted for using the equity method, after initially being recognized at cost in the consolidated statement of financial position.
In April 2023, the Company acquired a
Until May 19, 2025, Telecom Argentina indirectly held
On the same date, the parties entered into a shareholders’ agreement (“Agreement”) which establishes, among other matters, the rights and obligations of both parties regarding their participation in the company. Pursuant to the Agreement, a special majority with the consent of both shareholders is required to decide on key business and corporate matters. Therefore, Opalker alone does not have the ability to use its power over the investee to influence its returns, and exercises joint control.
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TELECOM ARGENTINA S.A.
Accordingly, from the date of the share transfer, the investment in this company is measured and presented in these consolidated financial statements as a joint venture (see Note 4).
d.5) Equity method
Under the equity method of accounting, the investments are initially recognized at cost and adjusted thereafter to recognize Telecom’s share of the post-acquisition profits or losses of the investee in profit or loss, and Telecom’s share of movements in other comprehensive income of the investee in other comprehensive income. Dividends received or receivable from associates and joint ventures are recognized as a reduction in the carrying amount of the investment.
Telecom’s investment in associates includes the goodwill identified at the time of the acquisition, net of any impairment losses. For more information on impairment of Fixed and Intangible Assets, see item m) to this note.
Unrealized gains on transactions between Telecom and its associates and joint ventures are eliminated to the extent of the group’s interest in these entities.
The associates’ and joint ventures’ financial statements cover the same periods and are prepared as of the same closing date as of the Telecom’s financial statements. Adjustments were made, where necessary, to the associates’ extra-accounting information so that their accounting policies are in line with those used by Telecom.
d.6) Consolidation of structured entities
The Company, through one of its subsidiaries located in Uruguay (Telemás S.A.), has executed certain agreements with other companies (Bersabel S.A., Audomar S.A., Dolfycor S.A., Reiford S.A., Tracel S.A., Space Energy Tech S.A. and Visión Satelital S.A., collectively license-holding entities) for the purpose of rendering on behalf of and by order of such companies’ certain installation services, collections, administration of subscribers, marketing and technical assistance, financial advisory services and general business advising, with respect to cable television services in Uruguay. The Company maintains control of these entities in accordance with the guidelines of IFRS 10, so the present consolidated financial statements include their assets, liabilities, and results. Since the Company did not hold an equity interest in these companies until January 2025, the offsetting entry of the net effect of the consolidation of their assets, liabilities and results is disclosed until that moment under the line items “Equity attributable to non-controlling interests” and “Net Income attributable to non-controlling interests”.
In February 2025, Adesol acquired
d.7) Business Combinations
Telecom applies the acquisition method of accounting for business combinations. The consideration for each acquisition is measured at fair value of the assets given (acquisition cost).
The identifiable assets and the liabilities assumed of the acquired company that meet the conditions for recognition under IFRS 3 are recognized at fair value at the acquisition date, except for certain particular cases provided by such standard.
Any excess between: a) the sum of the consideration transferred, plus non-controlling interests (valued at fair value or at their proportional participation on identifiable net assets), plus acquisition‑date fair value of the acquirer’s previously held equity interest in the acquire (if any) and b) the net of the acquisition‑date amounts of the identifiable assets acquired and the liabilities assumed determined on the acquisition date, is recognized as goodwill. Otherwise, the gain is immediately recognized in the income statement.
Acquisition direct costs are recognized in the Income Statements when they are incurred.
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TELECOM ARGENTINA S.A.
For more details on the acquisitions made, see Note 29.
d.8) Business combinations under common control
The business combinations between companies under common control, which are accounted for considering the book value of the acquired company in the parent company. Unrealized result is also eliminated unless the transaction provides evidence of the asset transferred.
e) Revenues
Revenues are recognized (net of discounts and returns) to the extent the sales agreement has commercial substance, provided it is considered probable that economic benefits will flow to Telecom and their amount can be measured reliably.
Telecom discloses its revenues into two large groups: services and equipment. Revenues from sales of services are recognized at the time services are rendered to the customers. Revenues from sales of equipment are recognized at the point in time when the control is transferred and the performance obligation is performed.
The main performance obligations of Telecom are:
- | Mobile Services: include mainly consist of monthly basic fees, revenues from prepaid credit sales and online recharges, airtime usage charges, roaming and interconnection charges, VAS charges, and other services. Telecom provides mobile services in Argentina and Paraguay. |
- | Internet Services: include mainly consist of fixed monthly fees received from residential and corporate customers (mainly high-speed subscriptions – broadband and non-dedicated internet-). Telecom provides internet services in Argentina, Uruguay and Paraguay. |
- | Cable Television Services: include mainly consist of monthly fees and certain variable consumption fees related to on demand services. Telecom provides cable television services in Argentina, Uruguay and Paraguay. |
- | Fixed and Data Services: include mainly consist of voice services monthly fees, measured service and fixed-line IP telephony / unified communications, interconnection services, capacity leases and data transmission services for companies (among others; private networks, dedicated lines, broadcasting signal transport, cybersecurity and IOT solution – internet of things –, Cloud & Infrastructure services – technological solutions – and Special projects). Telecom provides fixed and Data services in Argentina, USA, Uruguay, Paraguay and Chile. |
- | Other Services Revenues: include mainly revenues from billing remuneration and collection management on behalf of third parties, revenues related to fintech services, administrative revenues and revenues from the sale of advertising space, among others. |
Revenues from transactions that include more than one item have been recognized separately to the extent they have commercial substance on their own. In those cases, in which payment is deferred in time, such as construction contracts, the effect of the time value of money must be accounted for. Non-refundable up-front connection fees (one-time revenues), generated at the beginning of the relationship with the customers, are deferred and charged to income over the term of the contract or, in the case of indefinite period contracts, over the average period of the customer relationship.
Monthly fees paid in advance are disclosed net of trade receivables until the service is rendered.
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TELECOM ARGENTINA S.A.
Revenues on construction contracts are recognized based on the stage of completion (percentage of completion method). Such method provides an accurate representation of the transfer of goods in construction contracts because revenues are recognized based on the progress of the construction. When the outcome of a construction contract can be estimated reliably, the revenues and costs associated with the construction contract are recognized as revenues and expenses respectively by reference to the stage of completion of the contract activity at the end of the reporting period. When it is probable that total contract costs will exceed total contract revenues, the expected losses are immediately recognized as expenses.
During the year ended December 31, 2025 Telecom recognized revenues from construction contracts in the amount of $
f) Financial Instruments
At initial recognition, Telecom measures financial assets and liabilities at its fair value. In the case of a financial asset, not at fair value through profit or loss, transaction costs that are directly attributable to its acquisition or issuance will be added or removed.
f.1) Financial Assets
Classification and measurement
Based on the business model for managing financial assets and the contractual terms of the cash flows, Telecom classifies and measures its financial assets into the following categories:
-Financial assets measured at amortized cost: Financial assets that are held with the objective of collecting contractual cash flows, and whose cash flows consist solely of payments of principal and interest, are measured at amortized cost.
-Financial assets at fair value through other comprehensive income (FVOCI): Financial assets that are held both to collect contractual cash flows and for sale, and whose cash flows consist solely of payments of principal and interest, are measured at fair value through other comprehensive income.
-Financial assets measured at fair value through profit or loss (FVPL): Financial assets that do not meet the criteria to be measured at amortized cost or at FVOCI, meaning their objective is to generate cash flows through their sale, are measured at FVPL.
For more information about financial instruments, see Note 23.
Interest income on these financial assets is recognized within “Other financial results,” under the line item “Other net interest,” using the effective interest method.
Income and expenses arising from financial assets (investments) measured at fair value are included in the line item “Changes in the fair value of financial assets” within “Other financial results, net.”
Changes in the carrying amount of financial assets measured at fair value through other comprehensive income are recognized in other comprehensive income, except for impairment gains or losses, interest income, and foreign exchange differences, which are recognized in profit or loss within “Other financial results, net”.
As of December 31, 2025, the Company maintains financial assets measured at amortized cost, financial assets measured at FVPL, and financial assets measured at FVOCI.
Telecom reclassifies debt investments only when its business model for managing those assets changes.
Financial assets, excluding DFI, include:
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Cash and Cash Equivalents
Cash equivalents are short-term and highly liquid investments that are readily convertible to known amounts of cash, subject to an insignificant risk of changes in value and their original maturity or the remaining maturity at the date of purchase does not exceed three months. Cash and cash equivalents are recorded according to their nature, at fair value or amortized cost.
Telecom applies the indirect method to reconcile the net income for the year with the cash flows generated by its operations.
Bank overdrafts are disclosed in the consolidated statement of financial position as current borrowings and in the cash flow statements as financing activities of Telecom, because they are part of the short-term financial structure.
Trade and Other Receivables
Trade and other receivables are initially recognized at fair value and, in general, subsequently measured at amortized cost using the effective interest method, less allowances for doubtful accounts.
Sometimes, mobile telephony customer pays for the handset the price net of the discount. Such discount is allocated between handset sale revenues and service revenues, generating, initially, the recognition of a contractual asset. Contractual assets are initially recognized at fair value and subsequently measured at amortized cost, less allowances for bad debts, if any.
The effects of the variation in the fair value of other credits measured at fair value through profit or loss impact the line “Financial discounts on assets, debts and others” in “Other financial results, net”.
Investments
Governments bonds include the Bonds issued by National, Provincial and Municipal Governments. Securities and bonds are measured at fair value.
Other investments are held for collection of contractual cash flows, where those cashflows represent solely payments of principal and interest, are measured at amortized cost.
Investments in mutual funds are carried at fair value.
Impairment of Financial Assets
At the time of initial recognition of financial assets (and at each closing), Telecom estimates the expected losses, with an early recognition of a provision, pursuant to IFRS 9.
Regarding trade receivables, and using the simplified approach provided by such standard, Telecom measures the allowance for doubtful accounts for an amount equal to the lifetime expected credit losses.
The expected losses to be recognized are calculated based on a percentage of un-collectability per maturity ranges of each financial asset. For such purposes, Telecom analyzes the performance of the financial assets grouped by type of market. Such historical percentage must contemplate the future collectability expectations regarding those financial assets and, therefore, those estimated changes in performance.
Derecognition of Financial Assets
Telecom derecognizes a financial asset when the contractual rights to the cash flows of such assets expire or when it transfers the financial asset and, therefore, all the risks and benefits inherent to the ownership of the financial asset are transferred to another entity.
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Gains or losses arising from the derecognition of the asset are recognized directly in net income for the year and are presented within “Other financial results, net”. In the case of financial assets measured at FVOCI, upon derecognition of a financial asset, the cumulative gain or loss previously recognized in other comprehensive income is reclassified from equity to net income for the year and recognized within “Other financial results, net.”
f.2) Financial Liabilities
Classification and measurement
Financial liabilities comprise trade payables, borrowings, leases liabilities and certain other liabilities.
Financial liabilities are initially recognized at fair value and subsequently measured at amortized cost. For more information about the measurement of Financial liabilities, see Note 23.
Borrowings
Any difference between the proceeds (net of transaction costs) and the redemption amount is recognized in profit or loss over the period of the borrowings using the effective interest method.
In the case of loan exchange, Telecom analyzes whether the modifications therein are substantial or not, in order to define whether it is a cancellation or modification, respectively, of the original liability. If the analysis results in a cancellation, a new liability is recognized. If it is not accounted for as a cancellation, any costs or fees incurred adjust the carrying amount of the borrowing and are amortized over the remaining term of the modified borrowing. The results generated by the renegotiation of loans are included in the line “Borrowings renegotiation results” within Financial results from borrowings.
Other liabilities
Below are some particular issues regarding certain financial liabilities included in Other liabilities.
Funds to be paid to customers correspond to the amounts owed to users of the digital wallet, held by the subsidiary Micro Sistemas. These funds are held in the user’s payment account until the user requests withdrawal.
Derecognition of Financial Liabilities
Telecom derecognize a financial liability (or part of it) when it has been extinguished, i.e., when the obligation specified in the corresponding agreement is discharged, repaid or expires.
f.3) Derivatives
Derivatives are recognized at fair value on the date a derivative contract is entered into, and they are subsequently remeasured to their fair value at the end of each reporting period. The accounting for subsequent changes in fair value depends on whether the derivative is designated as a hedging instrument and, if so, the nature of the item being hedged.
Derivatives are used by Telecom to manage their exposure to exchange rate and interest rate risks.
At inception of the hedge relationship, Telecom documents the economic relationship between hedging instruments and hedged items, including whether changes in the cash flows of the hedging instruments are expected to offset changes in the cash flows of hedged items. Telecom documents its risk management objective and strategy for undertaking its hedge transactions.
DFIs are classified as a non-current asset or liability when the remaining maturity of the hedged item is more than 12 months. They are classified as a current asset or liability when the remaining maturity of the hedged item is less than 12 months.
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The effective portion of changes in the fair value of DFI that are designated and qualify as cash flow hedges is recognized in OCI. The gain or loss relating to the ineffective portion is recognized immediately in profit or loss, within “Financial costs”. When a hedge no longer meets the criteria for hedge accounting, gains or losses are immediately reclassified to profit or loss.
Changes in the fair value of DFI that do not meet the criteria for hedge accounting, are recorded in profit or loss.
If the hedged item is a prospective transaction that results in the recognition of a non-financial asset or liability or a firm commitment, the cumulative gain or loss that was initially recognized in OCI is reclassified to the carrying amount of such asset or liability.
For additional information about derivatives instruments, see Note 23.c).
g) Inventories
Inventories are measured at the lower of the restated for inflation cost and net realizable value. The cost is determined under the weighted average price method. The net realizable value represents the estimated selling price in the ordinary course of business less the applicable variable sale costs.
The estimate of the Allowance for obsolescence of inventories is determined for those assets that, at year end, due to the advancement of technology and/or slow rotation, have lost their value.
The value of inventories does not exceed its recoverable value at the end of the year.
h) PP&E and Investment properties
PP&E are measured at acquisition and/or construction cost restated for inflation less accumulated depreciation and impairment losses. Acquisition cost includes expenditures that are directly attributable to the acquisition of the items.
Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to Telecom and the cost of the item can be measured reliably. The carrying amount of any component accounted for as a separate asset is derecognized when replaced. All other repairs and maintenance are charged to profit or loss during the reporting period in which they are incurred.
Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included in profit or loss within “Other operating expenses, net”.
Investment properties mainly include land and buildings that are not occupied for Telecom own operations.
These assets were initially recognized at fair value at the acquisition date. Subsequently, they are measured using the cost model, being carried at cost restated for inflation less accumulated depreciation and accumulated impairment losses, if any.
Depreciation of PP&E and Investment properties is calculated on a straight-line basis over the ranges of estimated useful lives of each class of assets.
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The ranges of the estimated useful lives of the main classes of PP&E are the following:
| Estimated Useful Life (in years) | |
Real Estate |
| |
Fixed Network and Transportation | ||
Mobile Network Access |
| |
Tower and Pole |
| |
Switching Equipment |
| |
Computer Equipment |
| |
Vehicles |
| |
Goods lent to customers at no cost |
| |
Power Equipment and Installations |
| |
Machinery, diverse equipment and tools |
|
For Investment properties, the estimated remaining useful life of buildings is
The assets’ residual values and useful lives of PP&E and Investment properties, as well as the depreciation methods, are reviewed and adjusted, if appropriate, at the end of each reporting period.
i) Intangible Assets
Intangible assets are valued at their restated for inflation cost, less accumulated amortization (in the case of intangible assets with a finite useful life) and impairment losses, if any.
Intangible assets comprise the following:
- Incremental Costs from the Acquisition of Contracts: These costs are capitalized as intangible assets to the extent the conditions for the recognition of an intangible asset are met, i.e., provided Telecom expects to recover those costs and provided they are costs that Telecom would not have incurred if the contract had not been successfully obtained. Such assets will be amortized under the straight-line method over the contractual relationship of the related transferred service.
- Licenses
a. | 5G licenses: Includes the assignment of 5G spectrum of the frequency bands 3,400-3,500 MHz assigned to Telecom Argentina and 3,550-3,600 MHz assigned to TMA. |
b. | 3G/4G licenses: Includes the 3G and 4G frequency bands assigned to Telecom Argentina and TMA. |
c. | Núcleo´s licenses: Includes PCS licenses, for spectrum in the 700 MHz band and internet and data transmission licenses. |
PCS and SRCE licenses (Argentina): Correspond to licenses of Telecom Argentina and TMA, over which the Management has considered that the licenses have an indefinite useful life because there is no foreseeable limit to the period over which the asset is expected to generate net cash inflows for Telecom Argentina and TMA. Therefore, these licenses are subject to a recoverability assessment, at least on an annual basis.
The Company’s management has concluded that the licenses described in a), b) and c) have a finite useful life.
- Customer Relationship: Customer relationship comprises contracts with Telecom’s customers that were incorporated as a result of the merger between Telecom Argentina and Cablevisión, as well as those customer contracts identified as a result of acquisitions made by Telecom, among which, in 2025, the customer relationship recognized upon the acquisition of TMA was included. The customer relationship is amortized based on the estimated tenure of the acquired customers.
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- Brands: It includes the brands Telecom and Personal, which were recognized as a result of the merger between Telecom Argentina and Cablevisión. It should be noted that, as a result of the rebranding implemented in December 2025, Telecom Argentina will provide its services under the “Personal” brand, and the “Telecom” brand will thereafter be used as an institutional brand. These brands are not amortized because they are considered to have an indefinite useful life, and, therefore, are subject to evaluation of their recoverability at least annually.
In addition, Telecom recognized the right to use the “Movistar” brands, arising from the acquisition of TMA. Such right originates from the contractual license agreement executed on the acquisition date and has been recognized as an identifiable intangible asset in accordance with IFRS 3. The useful life of the asset, set at
- Content activation: Telecom capitalizes payments made for the acquisition of audiovisual content licenses and payments made for co-production of content, which includes direct costs and general production expenses, until the content is made available.
- Internally generated software: Internally generated developments that meet the capitalization criteria established in IAS 38, among others, those directly attributable to the design and testing of identifiable software, which are recognized as intangible assets when the following criteria are met: a) it is technically feasible to complete the software so that it will be available for use; b) management intends to complete the software and use or sell it; c) there is an ability to use or sell the software; d) it can be demonstrated how the software will generate probable future economic benefits; e) adequate technical, financial and other resources to complete the development and to use or sell the software are available; and f) the expenditure attributable to the software during its development can be reliably measured. These costs include personnel remuneration costs involved in the development.
Capitalized development costs are recorded as intangible assets and amortized from the point at which the asset is ready for use. Costs associated with maintaining software programs are recognized as an expense as incurred.
- Other: Included exclusivity rights, software rights of use, the right to use, and data transmission licenses, among others.
Amortization of intangible assets is calculated on a straight-line basis over the ranges of estimated useful lives of each class of assets. The ranges of the estimated useful lives of the main classes of intangible assets are the following:
| Estimated useful lives (years) | |
5G licenses | ||
3G/4G licenses | ||
Núcleo´s licenses | ||
Customer Relationship | ||
Incremental Costs from the Acquisition of Contracts | ||
Content activation | ||
Internally generated software | ||
Other |
j) Assets classified as held for sale
According to IFRS 5, non-current assets are classified as held for sale if their carrying amount will be recovered principally through a sale transaction rather than through continuing use and a sale is considered highly probable. They are measured at the lower of their carrying amount and fair value less costs to sell, except for certain exceptions.
An impairment loss is recognized for any initial or subsequent write-down of the asset to fair value less costs to sell. A gain is recognized for any subsequent increases in fair value less costs to sell of an asset, but not in excess of any cumulative impairment loss previously recognized. A gain or loss not previously recognized by the date of the sale of the noncurrent asset is recognized at the date of derecognition.
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Non-current assets are not depreciated or amortized while they are classified as held for sale and are presented separately from the other assets in statements of financial position.
As of December 31, 2025, Telecom held real estate properties classified as held for sale totaling $
As of December 31, 2024,
k) Right of use assets and lease liabilities
Telecom maintains several contracts that fall under the definition of leases in accordance with IFRS 16, which can be summarized as follows: a) sites leases (for antenna placement); b) real estate leases (for commercial offices and others); c) poles leases (for wiring layout); d) dark fiber rights of use (for data transmission) and e) space leases (for localization of own antennas).
Right of use assets are measured at restated for inflation cost comprising the amount of the initial measurement of lease liability, any lease payments made at or before the commencement date less any lease incentives received, any initial direct costs, and restoration costs.
The average useful life is estimated at
Lease liabilities include the net present value of the fixed payments (including in-substance fixed payments), less any lease incentives receivable, the variable lease payments that are based on an index or a rate, initially measured using the index or rate as at the commencement date, the amounts expected to be payable by Telecom under residual value guarantees, the exercise price of a purchase option if Telecom is reasonably certain to exercise that option, and the payments of penalties for terminating the lease, if the lease term reflects Telecom exercising that option.
The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily determined, which is generally the case for leases in the group, the lessee’s incremental borrowing rate is used, being the rate that the individual lessee would have to pay to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar economic environment with similar terms, security and conditions.
The financial results generated by lease liabilities (interest and exchange differences) are included in Other foreign currency exchange gains (losses) and Other interests, net within Other financial results, net.
Finally, Telecom is exposed to potential future increases in variable lease payments based on an index or rate, which are not included in the lease liability until they take effect. When adjustments to lease payments based on an index or rate take effect, the lease liability is reassessed and adjusted against the right-of-use asset.
l) Goodwill
Goodwill is measured as described in item d.7) of this Note. Goodwill has indefinite useful life and its recoverable value must be assessed at least once a year.
m) Impairment of Fixed and Intangible Assets
The Company assesses whether there are any indicators of impairment in the value of the assets that are subject to amortization, contemplating both internal and external factors.
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Intangible assets with an indefinite useful life and goodwill are not subject to amortization and are tested for impairment at least annually, at closing date of every year, or more frequently if events or circumstances indicate that they might be impaired.
The carrying value of an asset is considered impaired when it exceeds its recoverable value, which is the higher of the fair value (less direct selling costs) and its value in use. In this case, a loss shall be immediately recognized in the consolidated statement of income.
To assess impairment losses, Telecom groups the assets into cash-generating units (CGU), which represent the smallest group of assets that generates cash largely independent of the cash inflows from other assets or groups of assets. Based on the characteristics of the services provided and its Fixed and Intangible Assets, for fiscal year 2025 the Company has defined the following CGUs: “ICT Services in Argentina – Personal Network” (CGU Personal Network), “ICT Services in Argentina – TMA Network” (CGU TMA Network), and each foreign subsidiary, and other Argentine subsidiaries that provide services different from ICT services, grouped within “Other segments” are separate CGUs. According to this, the net book value of a CGU includes goodwill, intangible assets with an indefinite useful life and assets with a defined useful life.
The table below shows the impairment recognized by concept:
| For the years ended December 31, | |||||
2025 | | 2024 | | 2023 | ||
Gain (loss) | ||||||
Assets classified as held for sale | — |
| — |
| ( | |
Impairment of PP&E (a) | ( | — | — | |||
Goodwill of subsidiaries (a) | ( |
| — |
| — | |
Other assets | ( |
| |
| ( | |
Total | ( |
| |
| ( | |
| a) | As of December 31, 2025, Telecom recognized in its consolidated financial statements an impairment loss of $ |
Except for the above mentioned, no other significant impairments have been identified as a result of the evaluation realized.
The possible reversal of PP&E, intangible assets and rights of use assets impairment losses is reviewed for the issuance of all consolidated financial statements. The net effects of the recognition and reversal of the above-mentioned impairments are recorded under “Impairment of Fixed and Intangible Assets”, which is described in Note 25.
For further information on the recoverability analysis of Fixed and Intangible Assets associated with CGU Personal Network and CGU TMA Network, see item u.1) of this Note.
n) Other liabilities
Pension Benefits
Pension benefits shown under Other liabilities represent accrued benefits under collective bargaining agreements for employees who retire upon reaching normal retirement age, or earlier due to disability in Telecom. Benefits consist of the payment of a single lump sum equal to the salary of one month for each five years of service at the time of retirement due to retirement age or disability. The collective bargaining agreements do not provide for other post-retirement benefits such as life insurance, health care, and other welfare benefits.
The net periodic pension costs are recognized in the income statement, segregating the financial component, as employees render the services necessary to earn pension benefits. However, actuarial gains and losses should be presented in the statements of comprehensive income. Actuarial assumptions and demographic data, as applicable, were used to measure the benefit obligation as required by IAS 19, as amended. Telecom does not make plan contributions or maintain separate assets to fund the benefits at retirement.
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The actuarial assumptions used are based on market interest rates, experience and the best estimate made by the Management of the future economic conditions. Changes in these assumptions may impact future benefit costs and obligations. The main assumptions used in determining expense and benefit obligations are the following:
| 2025 | | 2024 | | 2023 | |
Discount Rate (1) |
| |||||
Projected increase rate in compensation |
|
| 1) | Represents real discount rates. |
Additional information on pension benefits is provided in Note 19.
Deferred revenues on prepaid credit
Revenues from unused traffic and data packs for unexpired prepaid credits are deferred and recognized as revenue when they are used by customers or when such credit expires, whichever happens first.
Deferred revenues on connection fees
Non-refundable up-front connection or installation fees for fixed telephony, data, cable and Internet services are deferred over the term of the contract, or in the case of indefinite period contracts, over the average period of customer relationship.
Deferred Revenues on International Capacity Leases
Under certain network capacity purchase agreements, Telecom sells excess purchased capacity to other carriers. Revenues are deferred and recognized as services are provided.
o) Salaries and Social Security Payables
These include unpaid salaries, vacation and bonuses and their related social security contributions, as well as termination benefits, and are measured at the amounts expected to be paid when the liabilities are settled.
Termination benefits represent severance indemnities that are payable when employment is terminated in accordance with labor regulations, or when, at the discretion of Telecom, an employee is offered severance in exchange for these benefits.
Termination benefits are recognized when Telecom can no longer withdraw the offer of such benefits, or when costs for a restructuring that falls within the scope of IAS 37 are recognized (i.e., when there is a detailed formal plan for the restructuring and a valid expectation that the restructuring will be carried out) and which entails the payment of termination benefits, whichever occurs first.
In cases where the arrangements include deferred payments (pre-retirement benefits), the employee’s entitlement to receive the monthly installments begins on the termination date and ends when the beneficiary reaches the statutory mandatory retirement age or upon the beneficiary’s death, whichever occurs first. When termination benefits vest over a period exceeding twelve months from the end of the fiscal year, such benefits are measured at their present value.
p) Taxes Payable
The main taxes that have an impact on net income are the following:
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Income Tax
The income tax expense or credit for the period is the tax payable on the current period’s taxable income, based on the applicable income tax rate for each jurisdiction, adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and to unused tax losses.
Income tax is recognized in the consolidated income statement, except to the extent that they relate to items recognized in “Other comprehensive income” or in equity, in which case they will also be recognized under such items. The income tax expense for the year comprises current and deferred tax.
The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of the reporting period in the countries where the company and its subsidiaries operate and generate taxable income. Management periodically evaluates uncertain tax positions taken based on what is described in section u.4 of this note.
Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements, whose reversals in the future will have an impact on taxable income. The deferred tax asset / liability is disclosed under a separate item of the Consolidated Statements of Financial Position.
Deferred tax assets (including unused tax loss carryforwards) are recognized only if it is probable that future taxable amounts will be available to utilize those temporary differences and losses. Tax loss carryforwards may be computed against future taxable income for a maximum of
Deferred tax assets that may arise from differences related to investments in controlled companies will be recognized whenever it is probable that the temporary differences will reverse in the foreseeable future and that taxable profits are available against which said temporary differences can be used.
Deferred income tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the end of the reporting period and are expected to apply when the related deferred income tax asset is realized or the deferred income tax liability is settled.
Deferred tax assets and liabilities are offset when Telecom has the legally enforceable right to offset the amounts recognized and when the deferred tax balances relate to the same taxation authority and to the same tax entity or to different entities that intend to settle tax assets and liabilities on a net basis.
A deferred tax asset shall be subjected to a recoverability test at the end of every reporting period in line with what is described in section u.3 of this note.
In Argentina, since fiscal year 2021, Law No. 27,630 stablished an increasing rate scale related to the taxable income of each taxpayer, which is adjusted annually starting in fiscal year 2022 according to the CPI of October of the prior year to the adjustment, with respect to the same month of the previous year.
The scales of rates in force in each year presented based on the taxable income are detailed below:
Rate | | 2025 | | 2024 | | 2023 |
|
25% | | Up to $101.7 million | Up to $34.7 million | Up to $14.3 million | |||
30% | | For the exceeding of $101.7 million and up to $1,016.7 million, | .For the exceeding of $34.7 million and up to $347 million | For the exceeding of $14.3 million and up to $143 million | |||
35% | | For the exceeding of $1,016.7 million | For the exceeding of $347 million | For the exceeding of $143 million |
In addition, there is in force a withholding tax regime on distributed dividends of
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In Argentina, cash dividends received from a foreign subsidiary are computed on the statutory income tax rate under the application of the “world rate” principle. However, as per tax law, income taxes paid abroad may be recognized as tax credits, both the income tax paid abroad by the subsidiary and the withholding tax on cash dividends.
The statutory income tax rate in Uruguay was
The statutory income tax rate in Paraguay was
In the USA, the federal flat income tax rate is
In Chile, the income tax rate for companies under the Pro Pyme regime (as is the case of Ubiquo) was
Income Tax Inflation Adjustment - Argentina
In Argentina, in accordance with the provisions of the regulations in force in the Income Tax Law, the inflation adjustment set out in Title VI of the law has been applied since fiscal year 2019, as since that year the variation of the CPI required was verified by the regulation.
The income tax inflation adjustment corresponding to fiscal years beginning on or after January 1, 2021, is fully charged to the fiscal year.
Additionally, it was established, in general, the update of the cost of several assets -in case of disposal- and the update of computable depreciation of Fixed Assets, to all acquisitions or investments made in fiscal years beginning on January 1, 2018 based on changes in the CPI.
In accordance with Law No. 27,701, taxpayers that determine a positive tax inflation adjustment in the first two fiscal years beginning on or after January 1, 2022 may allocate one third (1/3) of such adjustment in that fiscal year and the remaining two thirds (2/3), in equal parts, over the following two fiscal years, provided that they make investments in property, plant and equipment (excluding automobiles) for an amount equal to or greater than $30,000 million in each of those periods. Telecom Argentina made investments exceeding this threshold during fiscal years 2023 and 2024; therefore, the tax inflation adjustment corresponding to those fiscal years was recognized in accordance with the mechanism established by Law No. 27,701.
On March 6, 2026, Law No. 27,802 (“Labor Modernization Law”) was published in the Official Gazette, introducing certain tax amendments. With respect to the Income Tax and inflation adjustment, the law provides that tax losses carryforwards generated in fiscal years beginning on or after January 1, 2025, shall be adjusted based on the variation of the CPI recorded between the month-end of the fiscal year in which the losses were incurred and the month-end of the fiscal year being assessed.
Other Taxes and fees
In addition, Telecom is affected by various taxes and fees that affect its activity, such as: a) VAT, b) internal taxes, c) export duties, d) tax on bank credits and debits, e) turnover tax, f) municipal fees, g) SU contribution, h) ENACOM’s control, inspection and verification fee and Radioelectric Rights, i) tax on audiovisual communication services, among others.
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PAIS Tax on Imports of Services and Goods
In July 2023, the PEN, through a decree regulated by “AFIP” (currently ARCA) established that all purchases of foreign currency made by residents in the country for the payment of certain obligations would be subject to the PAIS tax (Spanish acronym for the phrase “For an Inclusive and Supportive Argentina”):
Additionally, in December 2023, the PEN, through a decree regulated by ARCA, established that the subscription in pesos of bonds or securities issued in US dollars by the Central Bank of Argentina (BCRA) by those who hold debts for imports of goods with customs entry registration and/or imports of services - as established by the BCRA - effectively provided, up to and including December 12, 2023, would also be subject to the PAIS Tax.
The PAIS Tax expired on December 22, 2024.
The tax described is an expense that, by its nature, was caused by a financial transaction, which was the payment of an obligation with third parties. Consequently, and following its accounting policy, the Company has defined its disclosure in the consolidated income statement in the line “Other financial results, net” as “Other taxes and bank expenses”. As of December 31, 2024 and 2023, the expense recognized by this tax amounted to $
As provided in Law No. 27.541, the validity of the PAIS Tax ended on December 22, 2024.
In July 2025, ARCA implemented a special procedure enabling importers to request the refund of advance payments of the PAIS Tax generated by certain transactions that could not be offset in whole or in part.
Telecom Argentina adhered both to the regime established by ARCA General Resolution No. 5,720 and to that set forth in ARCA General Resolution No. 5,765, resulting in a gain from recoveries of $
q) Provisions
Telecom records provisions when it has a present, legal or constructive obligation, to a third party, as a result of a past event, when it is probable that an outflow of resources will be required to satisfy the obligation and when the amount of the obligation can be estimated reliably.
If the effect of the time value of money is material, and the payment date of the obligations can be reasonably estimated, provisions to be accrued are the present value of the expected cash flows, considering the risks associated with the obligation. The increase in the provision due to the passage of time is recognized as finance expenses within “Other financial results, net”. For more information, see Note 20.
Provisions also include the expected costs of dismantling assets and restoring the corresponding site if a legal or constructive obligation exists.
r) Dividends
Dividends payables are reported as a change in equity in the year in which they are approved by the Shareholders’ Meeting.
For non-cash assets dividends, dividends payable are valued at the fair value of the assets to be delivered.
s) Merger Surplus
Due to the merger between Telecom Argentina (surviving entity and accounting acquired) and Cablevisión (absorbed entity), a merger surplus was generated, which mainly reflects the difference between the fair value of the consideration transferred and the book value of the equity of Telecom Argentina as of the effective date of the merger, which took place on January 1, 2018.
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t) Net Earnings (losses) per Share
Basic earnings (loss) per share is calculated by dividing the net income (loss) attributable to owners of the Parent by the weighted average number of ordinary shares outstanding during the year. On the other hand, diluted earnings (losses) per share is computed by dividing the net income (loss) for the year by the weighted average number of common shares issued and dilutive potential common shares at the closing of the year. Since Telecom Argentina has no dilutive potential common stock outstanding, diluted earnings (losses) per share and basic earnings (losses) per share are the same.
For the years ended December 31, 2025, 2024 and 2023 the weighted average number of shares outstanding amounted to
u) Use of Estimates
The preparation of consolidated financial statements requires the Company’s Management to make estimates and assumptions based also on significant judgments, experience and hypotheses considered reasonable and realistic in relation to the information known at the time of the estimate.
Such estimates have an effect on the measurement of assets and liabilities and disclosure of contingent assets and liabilities at the date of these consolidated financial statements as well as the measurement of revenues and costs during the year. Actual results could differ, even significantly, from those estimates because of possible changes in the factors considered in the determination of such estimates. Estimates are reviewed periodically.
The main accounting estimates and assumptions which require significant judgments, that could affect the valuation of assets and liabilities, are addressed below:
u.1) Recoverability of Fixed and Intangible Assets
CGU Personal Network
a) Year 2025
As indicated in paragraph m) of this note, the Company monitors goodwill and, in determining its recoverable amount, considers the higher of its fair value (less costs of disposal) and its value in use. As of December 31, 2025, the recoverable amount of CGU Personal Network goodwill was determined based on value in use, since it proved to be higher than fair value less costs of disposal as of the same date.
The recoverable amount was determined based on value in use. For such calculation, the cash flows used as the basis for the calculation of value in use are derived from the 2026 budget approved by Management and serve as the basis for the cash flow projections through 2030.
To determine the recoverable value of the CGU Personal Network, which amounted to $
In preparing such cash flows, the Company considered the market conditions in which Telecom Argentina operates. In addition, the Company’s Management prepared estimates based on past performance and the expected future behavior of certain variables that are sensitive in determining the recoverable amount, including revenue projections, WACC, the long-term growth rate to the normalized cash flows used in the terminal value and macroeconomic variables such as inflation rates, exchange rates, among others.
The cash flows were discounted using a WACC of
As a result of the calculation mentioned above, the value in use exceeds the carrying amount of the CGU Personal Network by
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The Company has considered the following sensitivity analysis of the recoverability test, assessing reasonably possible changes in the key assumptions:
a) | By reducing the long-term growth rate to the normalized cash flows used in the terminal value by approximately |
b) | By increasing the WACC by |
c) | By decreasing the revenues by |
As of December 31, 2025, the results of recoverability test were satisfactory, therefore,
b) Year 2024
As of December 31, 2024, the Company reviewed the estimated recoverable value which was calculated based on the fair value less the costs of disposal of CGU Personal Network, since it was higher than the value in use on the same date.
In order to determine the fair value less the costs of disposal, which amounted to $
The Company’s Management has used this valuation method because the share market price is volatile and subject to wide fluctuations, mainly due to the complex macroeconomic environment in the country.
In order to determine the fair value of the CGU Personal Network, the above-mentioned market capitalization value was adjusted by (i) the estimated fair value of other CGUs; (ii) the effect of the net liabilities not subject to this impairment testing, calculated at their estimated fair value; (iii) the effect of a
As a result of the calculation mentioned above, the recoverable value exceeded the carrying amount of the CGU Personal Network by approximately
As a sensitivity analysis, the Company has evaluated that variations in the following key assumptions would equate the fair value less costs of disposal with the carrying amount of the CGU Personal Network, noting that:
a) | Decreasing a |
b) | Decreasing a |
As of December 31, 2024, the results of recoverability test were satisfactory, therefore,
c) Year 2023
As of December 31, 2023, the Company reviewed the estimated recoverable value which was calculated based on the fair value less the costs of disposal of CGU Personal Network, since it was higher than the value in use on the same date.
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In order to determine the fair value less the costs of disposal, which amounted to $
The Company’s Management has used this valuation method because the share market price is volatile and subject to wide fluctuations, mainly due to the complex macroeconomic environment in the country.
In order to determine the fair value of the CGU Personal Network, the above-mentioned market capitalization value was adjusted by (i) the estimated fair value of other CGUs; (ii) the effect of the net liabilities not subject to this impairment testing, calculated at their estimated fair value; (iii) the effect of a
As a result of the calculation mentioned above, the recoverable value exceeded the carrying amount of the CGU Personal Network by approximately
The Company has considered the following sensitivity analysis of the recoverability test, evaluating reasonably possible changes in the key assumptions:
| ● | Decreasing a |
| ● | if the Company had not considered a control premium, keeping the rest of the premises stable, the fair value less disposal costs would be |
As of December 31, 2023, the results of recoverability test were satisfactory, therefore,
CGU TMA Network
As of December 31, 2025, the Company reviewed the estimate of the recoverable amount of its PP&E, intangible assets—both with definite and indefinite useful lives—and the goodwill arising from the acquisition of TMA (see Note 29). These assets were initially recognized at fair value at the acquisition date.
The recoverable amount was determined based on value in use. For such calculation, the cash flows used by TMA as the basis for the calculation of value in use correspond to the 2026 budget approved by TMA’s Management, serving as the basis for the cash flow projections through 2030.
The preparation of these cash flows involved an analysis of the economic and competitive environment of the market in which TMA operates, as well as an assessment of the historical performance and expected future behavior of relevant variables, including revenues, operating margins, WACC, long-term growth rate to the normalized cash flows used in the terminal value, and macroeconomic factors such as inflation and exchange rates.
To determine the recoverable value of the CGU TMA Network, which amounted to $
The cash flows were discounted using a WACC of
As a result of the calculation mentioned above, the value in use exceeds the carrying amount of the CGU TMA Network, resulting in a substantial headroom. Accordingly, the Company concluded that no impairment has to be recognized.
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As part of its sensitivity analysis, TMA evaluated variations in key assumptions of the CGU TMA: i) With respect to the long-term growth rate to the normalized cash flows used in the terminal value, even under a scenario where such rate decreases by
Other subsidiaries CGU
a) | Year 2025 |
As of December 31, 2025, Telecom recognized in its consolidated financial statements an impairment loss of $
b) | Years 2024 and 2023 |
With respect to the tests performed on the goodwill allocated to Other segments, the results were satisfactory; therefore, as of December 31, 2024 and 2023, respectively,
u.2) Useful lives and residual value (amortizable) of PP&E and Intangible assets
PP&E and intangible assets with definite useful lives are depreciated or amortized on a straight-line basis over their estimated useful lives. The determination of the depreciable amount of the assets and their useful lives involves significant judgment. Telecom periodically reviews, at least at each financial year-end, the estimated useful lives and the residual value of its PP&E and amortizable intangible assets.
u.3) Income Tax and deferred tax: recoverability assessment of deferred tax assets and other tax receivables
Income taxes (current and deferred) are calculated in Telecom according to a reasonable interpretation of the tax laws in effect in each jurisdiction where the companies operate. The recoverability assessment of deferred tax assets sometimes involves complex estimates to determine taxable income and deductible and taxable temporary differences between the carrying amounts and the taxable amounts. In particular, deferred tax assets are recognized to the extent that future taxable income will be available against which they can be utilized. The measurement of the recoverability of deferred tax assets is based on future estimates of taxable income derived from each company’s projections.
The actual moment of the future taxable revenues and deductions may differ from those estimated, and may produce an impact on future income.
On the other hand, the recoverability assessment of the tax receivable related to the actions of recourse filed in connection with income tax inflation adjustment (Note 16), is based on the existing legal arguments and future behavior of Tax Courts and the National Tax Authority in the review procedures of the filings submitted.
u.4) Uncertain tax positions
The Company’s Management periodically evaluates the positions taken in tax returns regarding situations in which the applicable tax regulation is subject to interpretation considering the probability that the tax authority will accept each treatment, and, if applicable, records tax provisions to reflect the effect of uncertainty for each treatment based on the amount estimated to be paid to the tax authorities.
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If the final tax result with respect to uncertain treatments is different from the amounts that were recognized, such differences will have an effect on income tax and deferred tax provisions in the year in which such determination is made.
Uncertain tax positions are described in Note 16 under the headings:
| - | “Income Tax – Reimbursement Claims filed with the Tax Authority – Telecom Argentina” and “Income Tax – Reimbursement Claims filed with the Tax Authority – TMA” resulting from reimbursement claims filed with the AFIP (currently ARCA) to claim the full income tax overpaid for fiscal years 2009-2019 under the argument that the inability to apply income tax inflation adjustment is confiscatory; and |
| - | “Income Tax – Inflation adjustment for tax purposes – Telecom Argentina” which describes the criteria followed by Telecom Argentina by which it has calculated in its tax return corresponding to fiscal years 2021 and 2024 the restated tax amortization of all its PP&E and intangible assets pursuant to Articles 87 and 88 of the Income Tax Law and applying the tax loss carryforwards from previous years in accordance with the restatement mechanism provided under Article 25 of such Law, a criterion that was applied for the determination of the income tax provision for the 2024 year. |
u.5) Provisions for Legal Claims and contingent liabilities
Telecom is subject to proceedings, lawsuits and other claims related to labor, civil, tax, regulatory and commercial. In order to determine the proper level of provisions, the Management the likelihood of any adverse judgments or outcomes related to these matters as well as the range of probable losses that may result from the potential outcomes. Internal and external legal counsels are consulted on these matters. A determination of the amount of provisions required, if any, is made after analysis of each individual issue.
The determination by the Management of the required provisions may change in the future, among other reasons, due to new events that occur in each claim, or facts not known at the time of the evaluation of the cases or changes in the jurisprudence or applicable legislation.
u.6) Allowance for Bad Debts
The recoverability of trade receivables is measured by considering the aging of the accounts receivable balances, un-subscription of customers, historical write-offs, public sector and corporate customer creditworthiness and changes in the customer payment terms, as well as the estimates regarding future performance, assessing the expected credit loss in accordance with IFRS 9. If the financial condition of the customers were to deteriorate, the actual write-offs could be different from expected.
u.7) Business combination
The application of the acquisition method requires the measurement at fair value of the identifiable assets acquired and liabilities assumed in a business combination as of the acquisition date.
In determining the fair value of identifiable net assets, Management is required to exercise significant judgment in selecting the valuation approach deemed most representative for each asset or liability. In carrying out this valuation, the Company’s Management has also received support from third-party valuation specialists.
Assets
| i) | Income approach: applying either the discounted cash flow method or the excess earnings method. |
| ii) | Cost approach: determining the replacement cost for the same service capacity, and depreciating it for age, condition, level of obsolescence. |
| iii) | Market approach (comparable sales): analyzing data obtained from publicly available information in markets where comparable assets are transacted, adjusted by the level of obsolescence. |
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Liabilities
| i) | For provisions related to lawsuits and contingencies, the probability of cash outflows associated with the identified contingencies was assessed and the corresponding fair values were determined with the support of the Company’s legal advisors. Such estimates were prepared based on the information available as of the acquisition date. |
| ii) | Certain other identified liabilities were measured based on discounted future cash flows using a real discount rate consistent with prevailing market conditions. |
For further details on the net assets recognized in the business combination, see Note 29.
v) New Standards and Interpretations issued by the IASB
v.1) New Standards and Interpretations issued by the IASB applied
Telecom has applied the following new standards and amendments for the first time from January 1, 2025:
Standards and | | Description | | Mandatory application |
Amendments to IAS 21 | Lack of Exchangeability: Evaluation of when a currency is exchangeable into another currency; | January 1, 2025 |
The application of the detailed amendment did not generate any impact on the results of operations or the financial situation of Telecom.
v.2) New Standards and Interpretations issued by the IASB not in force
As of the date to prepare these consolidated financial statements, the following new standards and amendments to the existing ones are mandatory for periods beginning after December 31, 2025:
Standards and | | Description | | Mandatory application |
Amendments to IFRS 7 and 9 | Classification and Measurement of Financial Instruments | January 1, 2026 | ||
Amendments to IFRS 7 and 9 | Financial effects of nature-dependent electricity contracts, such as Power Purchase Agreements that rely on sources like wind and solar energy. Clarification, measurement, and disclosure. | January 1, 2026 | ||
IFRS 18 | Presentation and disclosure in financial statements | January 1, 2027 |
If new standards or their amendments permit early adoption, it should be noted that on August 15, 2023, the CNV issued General Resolution No. 972/23, which does not allow early application of new IFRS Accounting Standards or their amendments, except that the CNV specifically permitted at the time of adoption. Management is analyzing the potential impacts of such standards.
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NOTE 4 – CASH AND CASH EQUIVALENTS AND INVESTMENTS
a) Cash and cash equivalents and Investments
| As of December 31, | |||
Cash and cash equivalents | 2025 | | 2024 | |
Cash and Banks (1) |
| |
| |
Time deposits |
| |
| |
Mutual funds |
| |
| |
Total cash and cash equivalents |
| |
| |
| (1) | As of December 31, 2025 and 2024, includes restricted funds for $ |
Investments |
| As of December 31, | ||
Current | | 2025 | | 2024 |
Government bonds and Notes at FVPL | | | ||
Government bonds and Notes at FVOCI | | — | ||
Mutual funds |
| |
| |
Others investment at amortized cost | | | ||
| |
| | |
Non- current |
|
| | |
Investments in associates and joint ventures(a) |
| |
| |
Other investments | | | ||
| | |||
Total investments |
| |
| |
| (a) | Information on Investments in associates and joint ventures is detailed below: |
As of December 31, | ||||
2025 | 2024 | |||
Interests in associates | | | | |
Interests in joint ventures |
| |
| |
| |
| | |
| | | | Percentage of | | | ||||||
capital stock | ||||||||||||
Nature of | owned and | Valuation as of | ||||||||||
Companies | relationship | Main activity | Country | voting rights (%) | 12.31.25 | 12.31.24 | ||||||
La Capital Cable (1) (2) | Associate | Closed-circuit television | Argentina | | | |||||||
OPH (1) | Joint venture | Holding | USA | | | |||||||
Openxpand (1) (3) | Joint venture | Development and provision of digital platforms | Uruguay | | — | |||||||
Total |
| |
| |
| |
| |
| | ||
| (1) | Data about the issuer arises from extra-accounting information. |
| (2) | Direct and indirect interest. |
| (3) | As of December 31, 2025, despite owning a percentage higher than a |
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The evolution of investments in associates and joint ventures is as follows:
| Balances as of | | | | | Currency | | Balances as of | ||||
| December 31, | Earnings (loss) of | translation | December 31, | ||||||||
| 2024 | Acquisitions | Dividends | the year | adjustments | 2025 | ||||||
La Capital Cable |
| |
| — |
| ( |
| |
| — |
| |
OPH |
| |
| — |
| — |
| ( |
| |
| |
Openxpand |
| — |
| |
| — |
| ( |
| |
| |
| |
| |
| ( |
| ( |
| |
| |
| Balances as of | | | Earnings | | | Currency | | Balances as of | |||
| December 31, |
| (loss) of the |
| translation |
| December 31, | |||||
| 2023 | Dividends |
| year | Decreases (1) |
| adjustments |
| 2024 | |||
Ver TV |
| |
| ( |
| ( |
| ( |
| — |
| — |
TSMA |
| |
| ( |
| ( |
| ( |
| — |
| — |
La Capital Cable |
| |
| ( |
| |
| — |
| — |
| |
OPH |
| |
| — |
| ( |
| — |
| ( |
| |
| |
| ( |
| ( |
| ( |
| ( |
| |
| (1) | During September 2024, the Company acquired an additional |
| 2) | Income statement information |
Years ended December 31, | ||||||
| 2025 | | 2024 | | 2023 | |
Interest in associates | ( | ( | ||||
Interest in joint ventures | ( | ( | | |||
Others (*) | ( | ( | — | |||
Total share of results from associates and joint ventures |
| ( |
| ( |
| ( |
(*) | In 2025, $ |
NOTE 5 – TRADE RECEIVABLES
As of December 31, | ||||||
Current Trade receivables | | Note | | 2025 | | 2024 |
Ordinary receivables | | | ||||
Related parties | 28.b) | | | |||
Allowance for doubtful accounts | ( |
| ( | |||
|
| | ||||
Non-current Trade receivables |
| |||||
Ordinary receivables | | | ||||
Contractual asset IFRS 15 | | | ||||
| | |||||
Total trade receivables, net | |
| | |||
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Movements in the allowance for doubtful accounts are as follows:
Years ended December 31, | ||||
| 2025 | | 2024 | |
At the beginning of the fiscal year |
| ( |
| ( |
Acquisitions through business combinations |
| ( |
| ( |
Increases |
| ( |
| ( |
Uses | | | ||
RECPAM and currency translation adjustments |
| |
| |
At the end of the year |
| ( |
| ( |
NOTE 6 – OTHER RECEIVABLES
As of December 31, | ||||||
Current Other receivables | | Note | | 2025 | | 2024 |
Prepaid expenses | | |
| | ||
Other tax credits | | | ||||
Related parties | | 28.b) | |
| | |
DFI | 23 | | — | |||
Advances to suppliers | | | ||||
Guarantee deposits | | | ||||
Loans granted - fintech businesses | | — | ||||
Compensation received for company acquisitions | | | ||||
Unaccounted collections | | | ||||
Garnishments receivable | | | ||||
Advertising expenses to be collected | | | ||||
Other | | |
| | ||
Allowance for other receivables | | ( |
| ( | ||
| |
| | |||
Non-current other receivables | ||||||
Prepaid expenses | |
| | |||
Income tax credits | | | ||||
Other tax credits | — | | ||||
Guarantee deposits | | | ||||
Compensation received for company acquisitions | | | ||||
Garnishments receivable | | | ||||
Other | |
| | |||
|
| | ||||
Total Other receivables, net | |
| | |||
Movements in the allowance for current other receivables are as follows:
Years ended December 31, | ||||
| 2025 | | 2024 | |
At the beginning of the year |
| ( |
| ( |
Increases |
| ( |
| ( |
Uses | | | ||
RECPAM and currency translation adjustments |
| |
| |
At the end of the year |
| ( |
| ( |
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NOTE 7 – INVENTORIES
As of December 31, | ||||
| 2025 | | 2024 | |
Mobile handsets and others |
| |
| |
Allowance for obsolescence of inventories |
| ( |
| ( |
| |
| | |
Movements in the allowance for obsolescence of inventories are as follows:
Years ended December 31, | ||||
| 2025 | | 2024 | |
At the beginning of the year |
| ( |
| ( |
Increases |
| ( |
| ( |
Uses |
| |
| |
Currency translation adjustments | ( | — | ||
At the end of the year |
| ( |
| ( |
NOTE 8 – GOODWILL
December 31, | ||||
| 2025 | | 2024 | |
ICT Services in Argentina – Personal Network |
| |
| |
ICT Services in Argentina – TMA Network | | — | ||
Other segments |
| |
| |
| |
| | |
Movements in Goodwill are as follows:
| December 31, | |||
2025 | | 2024 | ||
At the beginning of the year | | | ||
Increases (1) | | | ||
Decreases (2) | ( | — | ||
Impairment (3) | ( | — | ||
Currency translation adjustments | | ( | ||
At the end of the year | | | ||
(1) | In 2025 corresponds to the acquisition of TMA. See Note 29. In 2024 corresponds to the acquisitions of TSMA and Manda. |
(2) | Corresponds to the sale of Openxpand’s equity interest in May 2025. |
(3) | Corresponds to the impairment on the goodwill of the Adesol CGU. See Note 3.m). |
NOTE 9 – PP&E
December 31, | ||||
| 2025 | | 2024 | |
PP&E | | | ||
Allowance for obsolescence and impairment of materials | ( | ( | ||
Accumulated impairment of others PP&E | ( | ( | ||
| | |||
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Details on the nature and movements of PP&E as of December 31, 2025 and 2024 are as follows:
Gross value | ||||||||||||||
As of | Incorporation | Currency | As of | |||||||||||
December 31, | by acquisition | translation | Transfers and | December 31, | ||||||||||
| 2024 | | (1) | | CAPEX | | adjustments | | reclassifications (2) | | Decreases | | 2025 | |
Real estate |
| |
| | |
| ( | |
| ( |
| | ||
Switching equipment |
| |
| | |
| | |
| ( |
| | ||
Fixed network and transportation |
| |
| | |
| | |
| ( |
| | ||
Mobile network Access |
| |
| | |
| | |
| ( |
| | ||
Tower and pole |
| |
| | |
| | |
| ( |
| | ||
Power equipment and Installations |
| |
| | |
| | |
| ( |
| | ||
Computer equipment |
| |
| | |
| ( | |
| ( |
| | ||
Goods lent to customers at no cost |
| |
| | |
| | |
| ( |
| | ||
Vehicles |
| |
| | |
| | — |
| ( |
| | ||
Machinery, diverse equipment and tools |
| |
| | |
| ( | |
| ( |
| | ||
Other |
| |
| | |
| | |
| ( |
| | ||
Construction in progress |
| |
| | |
| | ( |
| ( |
| | ||
Materials |
| |
| | |
| | ( |
| ( |
| | ||
Total |
| |
| | |
| | ( | ( |
| | |||
Accumulated depreciation | Net carrying | |||||||||||||
As of | Currency | As of | value as of | |||||||||||
December 31, | translation | December 31, | December 31, | |||||||||||
| 2024 | | Depreciation | | adjustments | | Reclassifications (2) | | Decreases | | 2025 | | 2025 | |
Real estate |
| ( |
| ( | |
| | |
| ( |
| | ||
Switching equipment |
| ( |
| ( | |
| | |
| ( |
| | ||
Fixed network and transportation |
| ( |
| ( | ( |
| ( | |
| ( |
| | ||
Mobile network Access |
| ( |
| ( | |
| ( | |
| ( |
| | ||
Tower and pole |
| ( |
| ( | |
| | |
| ( |
| | ||
Power equipment and Installations |
| ( |
| ( | |
| ( | |
| ( |
| | ||
Computer equipment |
| ( |
| ( | |
| ( | |
| ( |
| | ||
Goods lent to customers at no cost |
| ( |
| ( | |
| | |
| ( |
| | ||
Vehicles |
| ( |
| ( | ( |
| ( | |
| ( |
| | ||
Machinery, diverse equipment and tools |
| ( |
| ( | |
| ( | |
| ( |
| | ||
Other |
| ( |
| ( | ( |
| ( | |
| ( |
| | ||
Construction in progress |
| — |
| — | — |
| — | — |
| — |
| | ||
Materials |
| — |
| — | — |
| — | — |
| — |
| | ||
Total |
| ( |
| ( | |
| | |
| ( |
| | ||
(1) | Corresponds to the acquisition of TMA. (see Note 29). |
(2) | Corresponds to real estate assets reclassified to Assets held for sale for $( |
Gross value | ||||||||||||||
As of | Incorporation by | Currency | As of | |||||||||||
December 31, | acquisition | translation | Transfers and | December 31, | ||||||||||
| 2023 | (1) | | CAPEX | | adjustments | | reclassifications (2) | | Decreases | | 2024 | ||
Real estate |
| | | | ( |
| ( |
| ( |
| | |||
Switching equipment | | | | ( | | ( | | |||||||
Fixed network and transportation |
| | | | ( |
| ( |
| ( |
| | |||
Mobile network Access |
| | — | | ( |
| |
| ( |
| | |||
Tower and pole |
| | — | — | ( |
| |
| — |
| | |||
Power equipment and Installations | | — | | ( | | — | | |||||||
Computer equipment |
| | | | ( |
| |
| — |
| | |||
Goods lent to customers at no cost |
| | | | ( |
| |
| ( |
| | |||
Vehicles |
| | | | ( |
| ( |
| ( |
| | |||
Machinery, diverse equipment and tools |
| | | | ( |
| |
| — |
| | |||
Other |
| | | | ( |
| |
| ( |
| | |||
Construction in progress |
| | | | ( |
| ( |
| ( |
| | |||
Materials |
| | | | ( |
| ( |
| |
| | |||
Total |
| | | |
| ( |
| |
| ( |
| | ||
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Accumulated depreciation | Net carrying | |||||||||||||
As of | Currency | As of | value as of | |||||||||||
December 31, | translation | December 31, | December 31, | |||||||||||
| 2023 | Depreciation | | adjustments | | Reclassifications (2) | | Decreases | | 2024 | | 2024 | ||
Real estate |
| ( | ( | |
| |
| |
| ( |
| | ||
Switching equipment | ( | ( | | ( | | ( | | |||||||
Fixed network and transportation |
| ( | ( | |
| |
| |
| ( |
| | ||
Mobile network Access |
| ( | ( | |
| |
| |
| ( |
| | ||
Tower and pole |
| ( | ( | |
| ( |
| — |
| ( |
| | ||
Power equipment and Installations | ( | ( | | ( | — | ( | | |||||||
Computer equipment |
| ( | ( | |
| ( |
| — |
| ( |
| | ||
Goods lent to customers at no cost |
| ( | ( | |
| — |
| |
| ( |
| | ||
Vehicles |
| ( | ( | |
| |
| |
| ( |
| | ||
Machinery, diverse equipment and tools |
| ( | ( | |
| ( |
| — |
| ( |
| | ||
Other |
| ( | ( | |
| — |
| |
| ( |
| | ||
Construction in progress |
| — | — | — |
| — |
| — |
| — |
| | ||
Materials |
| — | — | — |
| — |
| — |
| — |
| | ||
Total |
| ( | ( | |
| |
| |
| ( |
| | ||
| (1) | In 2024 corresponds to the acquisitions of TSMA and Manda. |
| (2) | Includes $( |
Movements in the allowance for obsolescence and impairment of materials are as follows:
Years ended December 31, | ||||
| 2025 | | 2024 | |
At the beginning of the year |
| ( |
| ( |
Decreases |
| |
| |
Currency translation adjustments | ( | | ||
At the end of the year |
| ( |
| ( |
Movements in the accumulated impairment of others PP&E are as follows:
Years ended December 31, | ||||
| 2025 | | 2024 | |
At the beginning of the year |
| ( |
| ( |
Increases |
| ( |
| — |
Reclassification | — | ( | ||
Uses |
| — |
| |
At the end of the year |
| ( |
| ( |
NOTE 10 – INTANGIBLE ASSETS
As of December 31, | ||||
| 2025 | | 2024 | |
Intangible assets |
| |
| |
Impairment allowance |
| ( |
| ( |
| |
| | |
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TELECOM ARGENTINA S.A.
Details on the nature and movements of intangible assets as of December 31, 2025 and 2024 are as follows:
Gross value | ||||||||||||
As of | Currency | As of | ||||||||||
December 31, | Incorporation | translation | December 31, | |||||||||
| 2024 | | by acquisition (1) | | CAPEX | | adjustments | | Decreases | | 2025 | |
5G licenses | | | — | — | — | | ||||||
3G/4G licenses |
| | |
| — |
| — |
| — |
| | |
PCS and SRCE licenses (Argentina) |
| | |
| — |
| — |
| — |
| | |
Núcleo´s licenses |
| | — |
| |
| |
| — |
| | |
Customer relationship |
| | |
| — |
| |
| ( |
| | |
Brands |
| | |
| — |
| — |
| — |
| | |
Incremental Cost from the acquisitions of contracts | | | | | ( | | ||||||
Content activation | | — | | — | ( | | ||||||
Internally generated software | | — | | | — | | ||||||
Other |
| | — |
| |
| |
| ( |
| | |
Total |
| | |
| |
| |
| ( |
| | |
Accumulated amortization | Net carrying | |||||||||||
As of | Currency | As of | value as of | |||||||||
December 31, | translation | December 31, | December 31, | |||||||||
| 2024 | | Amortization | | adjustments | | Decreases | | 2025 | | 2025 | |
5G licenses | ( | ( | — | — | ( | | ||||||
3G/4G licenses |
| ( | ( |
| — | — |
| ( |
| | ||
PCS and SRCE licenses (Argentina) |
| — | — |
| — | — |
| — |
| | ||
Núcleo´s licenses |
| ( | ( |
| ( | — |
| ( |
| | ||
Customer relationship |
| ( | ( |
| ( | |
| ( |
| | ||
Brands |
| ( | ( |
| — | — |
| ( |
| | ||
Incremental Cost from the acquisitions of contracts | ( | ( | ( | | ( | | ||||||
Content activation | ( | ( | — | | ( | | ||||||
Internally generated software | ( | ( | ( | — | ( | | ||||||
Other |
| ( | ( |
| ( | |
| ( |
| | ||
Total |
| ( | ( |
| ( | |
| ( |
| | ||
(1) | Corresponds to the acquisition of TMA (see Note 29). |
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TELECOM ARGENTINA S.A.
Gross value | ||||||||||||
As of | Currency | As of | ||||||||||
December 31, | Incorporation | translation | December 31, | |||||||||
| 2023 | | by acquisition (1) | | CAPEX | | adjustments | | Decreases | | 2024 | |
5G licenses | | — | — | — | — | | ||||||
3G/4G licenses |
| |
| — |
| — |
| — |
| — |
| |
PCS and SRCE licenses (Argentina) |
| |
| — |
| — |
| — |
| — |
| |
Núcleo´s licenses |
| |
| — |
| |
| ( |
| — |
| |
Customer relationship |
| |
| |
| |
| ( |
| ( |
| |
Brands |
| |
| — |
| — |
| — |
| |
| |
Incremental Cost from the acquisitions of contracts |
| |
| — |
| |
| ( |
| ( |
| |
Content activation | | — | | — | — | | ||||||
Internally generated software | | — | | | — | | ||||||
Other |
| |
| — |
| |
| ( |
| — |
| |
Total |
| |
| |
| |
| ( |
| ( |
| |
Accumulated amortization | Net carrying | |||||||||||
As of | Currency | As of | value as of | |||||||||
December 31, | translation | December 31, | December 31, | |||||||||
| 2023 | | Amortization | | adjustments | | Decreases | | 2024 | | 2024 | |
5G licenses | ( | ( | — | — | ( | | ||||||
3G/4G licenses | ( |
| ( | — |
| — |
| ( |
| | ||
PCS and SRCE licenses (Argentina) | — | — | — | — | — | | ||||||
Núcleo´s licenses | ( |
| ( | |
| — |
| ( |
| | ||
Customer relationship | ( | ( | — | | ( | | ||||||
Brands | ( |
| — | — |
| ( |
| ( |
| | ||
Incremental Cost from the acquisitions of contracts | ( | ( | | | ( | | ||||||
Content activation | ( | ( | — | — | ( | | ||||||
Internally generated software | ( | ( | — | — | ( | | ||||||
Other | ( | ( | | — | ( | | ||||||
Total | ( |
| ( | |
| |
| ( | | |||
| (1) | Corresponds to the acquisitions of TSMA and Manda. |
Movements in the impairment of Intangible assets are as follows:
Years ended December 31, | ||||
| 2025 | | 2024 | |
At the beginning of the year |
| ( |
| ( |
Increases |
| ( |
| ( |
At the end of the year |
| ( |
| ( |
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TELECOM ARGENTINA S.A.
NOTE 11 – RIGHT OF USE ASSETS
Details on the nature and movements of Right of use assets as of December 31, 2025 and 2024 are as follows:
| Gross value | |||||||||||
As of | Currency | As of | ||||||||||
| December 31, | | Incorporation | translation | December 31, | |||||||
| 2024 | | by acquisition (1) | | Additions | | adjustments | | Decreases | | 2025 | |
Leases rights of use |
| |||||||||||
- Sites |
| |
| | |
| |
| ( |
| | |
- Real estate and others | | | | | ( | | ||||||
- Poles | | — | | | — | | ||||||
Indefeasible right of use | | | | | ( | | ||||||
Asset Retirement Obligation |
| |
| | |
| |
| ( |
| | |
Total |
| |
| | |
| |
| ( |
| | |
| Accumulated amortization | Net carrying | ||||||||||
| As of | | | Currency | | | As of | | value as of | |||
December 31, | translation | December 31, | December 31, | |||||||||
| 2024 | | Amortization | | adjustments | | Decreases | 2025 | 2025 | |||
Leases rights of use |
|
| ||||||||||
- Sites |
| ( | ( | ( | | ( |
| | ||||
- Real estate and others | ( | ( | ( | | ( | | ||||||
- Poles | ( | ( | ( | — | ( | | ||||||
Indefeasible right of use | ( | ( | ( | | ( | | ||||||
Asset Retirement Obligation |
| ( | ( |
| ( |
| |
| ( |
| | |
Total |
| ( | ( |
| ( |
| |
| ( |
| | |
(1) | Corresponds to the acquisition of TMA (see Note 29). |
| Gross value | |||||||||
As of | Currency | As of | ||||||||
December 31, | translation | December 31, | ||||||||
| 2023 | | Additions | | adjustments | | Decreases | | 2024 | |
Leases rights of use | ||||||||||
- Sites |
| |
| | ( |
| ( |
| | |
- Real estate and others | | | ( | ( | | |||||
- Poles | | | ( | ( | | |||||
Indefeasible right of use | | — | ( | — | | |||||
Asset Retirement Obligation |
| |
| | ( |
| ( |
| | |
Total |
| | | ( |
| ( |
| | ||
| Accumulated amortization | | Net carrying | |||||||||
As of | Currency | As of | value as of | |||||||||
December 31, | translation | December 31, | December 31, | |||||||||
2023 | | Amortization | | adjustments | | Decreases | | 2024 | | 2024 | ||
Leases rights of use |
| |||||||||||
- Sites | ( | ( | | ( | ( | | ||||||
- Real estate and others | ( | ( | | | ( | | ||||||
- Poles | ( | ( | | | ( | | ||||||
Indefeasible right of use | ( | ( | | — | ( | | ||||||
Asset Retirement Obligation |
| ( |
| ( |
| |
| |
| ( |
| |
Total |
| ( |
| ( |
| |
| |
| ( |
| |
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Table of Contents
TELECOM ARGENTINA S.A.
NOTE 12 – INVESTMENT PROPERTIES
Details on the nature and movements of Investment Properties as of December 31, 2025 and 2024 are as follows:
As of December 31, | ||||
| 2025 | | 2024 | |
Land | | | | — |
Buildings |
| |
| — |
Investment properties |
| |
| — |
| As of December 31, | |
2025 | ||
At the beginning of the year | — | |
Incorporation through acquisition (1) |
| |
Depreciation |
| ( |
Decreases |
| ( |
At the end of the year |
| |
(1) | Corresponds to the acquisition of TMA (see Note 29). |
NOTE 13 – TRADE PAYABLES
As of December 31, | ||||||
Current | | Note | | 2025 | | 2024 |
Suppliers |
| |
| |||
Related Parties |
| 28.b) | |
| | |
| |
| | |||
Non-current |
|
| ||||
Suppliers |
| |
| | ||
| |
| | |||
Total trade payables |
| |
| | ||
NOTE 14 – BORROWINGS
As of December 31, | ||||
Current | | 2025 | | 2024 |
Bank overdrafts – principal | | | ||
Bank and other financial entities loans – principal |
| |
| |
Notes – principal | | | ||
Loans for purchase of equipment | | | ||
Interest and related expenses | | | ||
| |
| | |
Non-current |
| |
| |
Notes – principal |
| |
| |
Bank and other financial entities loans – principal | | | ||
Loans for purchase of equipment | | | ||
Interest and related expenses | | | ||
| |
| | |
Total borrowings |
| |
| |
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TELECOM ARGENTINA S.A.
Movements in Borrowings are as follows:
| Cash items | | Non-cash items | | Total | |
At the beginning of the year |
| | ||||
Proceeds from borrowings – principal |
| | | | ||
Proceed from bank overdrafts net of payment | | — | | |||
Issuance costs payable | — | ( | ( | |||
Payment of borrowings – principal |
| ( | — | ( | ||
Repurchase of Notes |
| ( | — | ( | ||
Payment of interests and related expenses | ( | — | ( | |||
Payment of DFI | ( | — | ( | |||
Accrued interest and other financial cost |
| — | | | ||
Foreign currency exchange gains | — | | | |||
Currency translation adjustments |
| — | | | ||
Total as of December 31, 2025 | | | |
| Cash items | | Non-cash items | | Total | |
At the beginning of the year |
| | ||||
Proceeds from borrowings – principal |
| |
| — |
| |
Proceed from bank overdrafts net of payment | |
| — |
| | |
Issuance costs payable | — | ( | ( | |||
Payment of borrowings – principal |
| ( |
| — |
| ( |
Repurchase of Notes |
| ( | — | ( | ||
Payment of interests and related expenses |
| ( |
| — |
| ( |
Payment of DFI |
| ( |
| — |
| ( |
Trade payables cancelled with borrowings |
| — |
| |
| |
Accrued interest and other financial cost |
| — |
| |
| |
Foreign currency exchange gains |
| — |
| ( |
| ( |
Currency translation adjustments |
| — |
| ( |
| ( |
Total as of December 31, 2024 |
| ( |
| ( |
| |
Total as of December 31, 2023 |
| ( |
| |
| — |
The main borrowings, which are effective as of December 31, 2025 and 2024, are detailed below:
| a) | Notes |
Telecom Argentina
Global Programs for the issuance of Notes
In 2017, Telecom Argentina held an Ordinary General Shareholders’ Meeting that approved a Global Notes Issuance Program for up to a maximum outstanding amount of US$
On September 17, 2025, Telecom Argentina increased the maximum aggregate amount outstanding to up to US$
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TELECOM ARGENTINA S.A.
Within the framework of the Global Notes Issuance Program, Telecom Argentina has carried out several issuances of Notes series, with the amounts and their main characteristics being as follows:
Accounting | |||||||||||||||||||||||||||
Amount | Interest | balance (*) | |||||||||||||||||||||||||
| | involved | | | Issuance | | | Maturity | | | | | | | payment | | | As of December 31, | |||||||||
Series | Currency | (in millions) | date | date | Amortization | Interest rate | date | 2025 | | | 2024 | ||||||||||||||||
1 | US$ | | | (1) | 07/2019 | | 07/2026 | | In | | Annual fixed rate of | Semiannual basis | | | | | |||||||||||
5 | US$ | | (2) | 08/2020 | 08/2025 | In | Annual fixed rate of | Semiannual basis | — | | |||||||||||||||||
8 | UVA |
| | (3) | 01/2021 |
| 01/2025 |
| In |
| Annual fixed rate of | Semiannual basis |
| — |
| | |||||||||||
10 | UVA |
| |
| 12/2021 |
| 06/2025 |
| In |
|
| n/a |
| — |
| | |||||||||||
12 |
| US$linked |
| |
| 03/2022 |
| 03/2027 |
| In |
| Annual fixed rate of | Quarterly basis |
| |
| | ||||||||||
| US$linked |
| |
| 08/2022 |
| 03/2027 |
| In |
| Annual fixed rate of | Quarterly basis | |||||||||||||||
14 | US$linked | | 02/2023 | 02/2028 | In | Fixed rate of | Quarterly basis | | | ||||||||||||||||||
15 | US$linked | | 06/2023 | 06/2026 | In | n/a | | | |||||||||||||||||||
16 | US$linked | | 07/2023 | 07/2025 | In | n/a | — | | |||||||||||||||||||
18 | UVA | | 11/2023 | 11/2027 | In | Annual fixed rate of | Quarterly basis | | | ||||||||||||||||||
19 | US$linked | | 11/2023 | 11/2026 | In | n/a | | | |||||||||||||||||||
| 12/2023 | 11/2026 | |||||||||||||||||||||||||
20 | US$linked | | (4) | 06/2024 | 06/2026 | In | Annual fixed rate of | Quarterly basis | | | |||||||||||||||||
| (4) | 06/2024 | 06/2026 | ||||||||||||||||||||||||
| 07/2024 | 07/2031 | In | ||||||||||||||||||||||||
21 | US$ | | (1) | 07/2024 | 07/2031 | Annual fixed rate of | Semiannual | | | ||||||||||||||||||
| (1) | 08/2024 | 07/2031 | ||||||||||||||||||||||||
| (2) | 10/2024 | 07/2031 | ||||||||||||||||||||||||
22 | US$ linked | | 08/2024 | 02/2026 | In | Annual fixed rate of: | Quarterly basis | | | ||||||||||||||||||
23 | US$ | | 11/2024 | 11/2028 | In | Annual fixed rate of | Semiannual basis | | | ||||||||||||||||||
| (5) | 05/2025 | 05/2033 | In | |||||||||||||||||||||||
24 | US$ | | (6) | 07/2025 | 05/2033 | Semiannual basis | | — | |||||||||||||||||||
25 | US$ | | 07/2025 | 04/2027 | In | Quarterly basis | | — | |||||||||||||||||||
26 | $ | | 07/2025 | 07/2026 | In | TAMAR plus | Quarterly basis | | — | ||||||||||||||||||
(*)These accounting balances include interest and related expenses.
| (1) | Series 21 Notes: In July 2024, Telecom Argentina issued Series 21 Notes. In July and August 2024, Telecom Argentina exchanged US$ |
| (2) | Series 21 Notes: In October 2024, with the additional issuance, Telecom Argentina used funds amounting to US$ |
| (3) | Series 8 Notes: In December 2024, Telecom Argentina repurchased Series 8 Notes for $ |
| (4) | Series 20 Notes: Together with the original issuance, Telecom Argentina received a non-cash contribution of $ |
| (5) | Series 24 Notes: Telecom Argentina issued Notes for a nominal value of US$ |
| (6) | Additional issuance of Series 24 Notes. Telecom Argentina issued Notes for a nominal value of US$ |
F-59
Table of Contents
TELECOM ARGENTINA S.A.
Núcleo
Global Programs for the issuance of Notes
In connection with the Notes Global Program for a maximum outstanding amount of up to
Amount | Interest | Accounting balance (*) | |||||||||||||||||||||||||
involved | Issuance | Maturity | payment | As of December 31, | |||||||||||||||||||||||
Series | Currency | (in millions) | date | date | Amortization | Interest rate | date | 2025 | 2024 | ||||||||||||||||||
3 |
| Gs. |
| |
| 03/2020 |
| 03/2025 |
| In |
| Annual fixed rate of | % | Quarterly basis |
| — |
| | |||||||||
4 |
| Gs. |
| |
| 03/2021 |
| 01/2028 |
| In |
| Annual fixed rate of | % | Quarterly basis |
| |
| | |||||||||
5 |
| Gs. |
| |
| 03/2021 |
| 01/2031 |
| In |
| Annual fixed rate of | % | Quarterly basis |
| |
| | |||||||||
(*)These accounting balances include interest and related expenses.
| b) | Bank and other financing entities loans |
Loans related to the acquisition of TMA
The acquisition of TMA, described in Note 29, was financed through
Its main characteristics are:
Principal | ||||||||||||||||||||||||||||||
residual | Residual | |||||||||||||||||||||||||||||
nominal | Nominal | Interest | Accounting balance (*) | |||||||||||||||||||||||||||
value | Capital | Maturity | payment | As of December 31, | ||||||||||||||||||||||||||
Entities | | | Currency | | | (in millions) | | | (in millions) | | | date | | | Amortization | | | Interest rate | | | Spread | | | date | | | 2025 | | | 2024 |
Syndicated loan (1) |
| US$ |
| |
| |
| 02/2029 |
| In |
| Variable annual rate: SOF |
| Between | % | Quarterly basis |
| |
| — | ||||||||||
Bilateral loan (2) |
| US$ |
| |
| |
| Between 02/2028 and 02/2030 |
| Semiannually from 02/2028 |
| Variable annual rate: SOF |
| % | Quarterly basis |
| |
| | |||||||||||
(*) | These accounting balances include interest and related expenses. |
(1) | An unsecured syndicated loan granted by Banco Bilbao Vizcaya Argentaria S.A., Deutsche Bank AG, London Branch and Banco Santander, S.A. |
(2) | An unsecured bilateral loan granted by Industrial and Commercial Bank of China (Argentina) S.A.U. |
On May 29, 2025 Telecom Argentina applied proceeds from Notes Series 24 to: (i) prepay a principal amount equal to US$
On July 30, 2025, Telecom Argentina applied the funds from the reopening of Notes Series 24 to: (i) prepay a principal amount equivalent to US$
These loans establish, among other provisions, the obligation to comply with certain covenants. See point c) below.
During January 2026, these borrowings were prepaid using funds from the issuance of Series 27 Notes. See Note 30.
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Table of Contents
TELECOM ARGENTINA S.A.
Other bank loans
Principal | |||||||||||||||||||||||||||
residual | Interest | Accounting balance (*) | |||||||||||||||||||||||||
nominal value | Maturity | payment | As of December 31, | ||||||||||||||||||||||||
Entities | | | Currency | | | (in millions) | | | date | | | Amortization | | | Interest rate | | | Spread | | | date | | | 2025 | | | 2024 |
Inter-American Development Bank (IDB) (1) | US$ | | 06/2027 | Semiannually | Variable annual rate: SOF | between | % | Semiannually | | | |||||||||||||||||
China Development Bank Shenzhen Branch (CDB) (1) | RMB | | 12/2027 | Semiannually | Annual fixed rate of | n/a | Semiannually | | | ||||||||||||||||||
Finnvera (1) |
| US$ | |
| Between 11/2025 and 11/2026 |
| Semiannually |
| Variable annual rate: SOF |
| between | % | Semiannually |
| |
| | ||||||||||
Export Development Canadá (EDC) (1) |
| US$ | |
| Between 12/2026 and 12/2030 |
| Semiannually |
| Variable annual rate: SOF |
| between | % | Semiannually |
| |
| | ||||||||||
Banco BBVA Argentina S.A. | $ | — |
| 07/2025 |
| Monthly |
| Annual fixed rate of | % | n/a |
| Monthly |
| — |
| | |||||||||||
PSA Finance Argentina | $ | — |
| 07/2025 |
| Monthly |
| Annual fixed rate of | % | n/a |
| Monthly |
| — |
| | |||||||||||
Rombo Compañía Financiera | $ | — |
| 07/2025 |
| Monthly |
| Annual fixed rate between | % | n/a | Monthly |
| — |
| | ||||||||||||
Cisco Systems Capital Corporation (Cisco) and Bank of China (Huawei import) | US$ | | between 10/2022 and 11/2026 | Quarterly basis | Annual fixed rate between | % | n/a | Quarterly basis | | | |||||||||||||||||
| between 01/2025 and 12/2027 |
| Semiannually |
|
|
|
| ||||||||||||||||||||
— | 02/2025 | Annual fixed rate of | % | n/a | At maturity date | — | | ||||||||||||||||||||
Banco de la Nación Argentina Sociedad Anónima | $ | — | 08/2025 | In | Annual fixed rate of | % | n/a | At maturity date | — | | |||||||||||||||||
09/2025 | Annual fixed rate of | % | n/a | At maturity date | — | | |||||||||||||||||||||
In | |||||||||||||||||||||||||||
Banco Macro S.A. | $ | | 07/2028 | - | TAMAR | % | Quarterly basis | | — | ||||||||||||||||||
- | |||||||||||||||||||||||||||
- | |||||||||||||||||||||||||||
In | |||||||||||||||||||||||||||
Banco BBVA Argentina S.A. | $ | | 01/2028 | - | TAMAR | % | Quarterly basis | | |||||||||||||||||||
- | |||||||||||||||||||||||||||
- | |||||||||||||||||||||||||||
In | |||||||||||||||||||||||||||
Industrial and Commercial Bank of China (Argentina) S.A.U. | RMB | | 07/2028 | - | Fixed | % | n/a | Quarterly basis | | ||||||||||||||||||
- | |||||||||||||||||||||||||||
- | |||||||||||||||||||||||||||
Banco de la Nación Argentina Sociedad Anónima | $ | | 08/2026 | In | Fixed | % | n/a | In one installment at maturity date | | ||||||||||||||||||
Bank of China Limited (1) | RMB | | 09/2028 | In | Fixed | % | n/a | Semiannual basis | |||||||||||||||||||
| |||||||||||||||||||||||||||
(*) | These accounting balances include interest and related expenses. |
(1) | This loan establishes, among other provisions, the obligation to comply with certain covenants. See point c) below. |
| c) | Compliance with covenants |
The Company holds certain loans with IDB, Finnvera, EDC, and CDB, the Syndicated loan, the Bilateral loan and Bank of China Limited, which, as of December 31, 2025, amount to $
As of the date of issuance of these consolidated financial statements, the Company complies with: a) the EBITDA/ Interest Net ratio and b) the Net Debt/EBITDA ratio established in the original loan agreements, and is also in compliance with the rest of the covenants established.
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TELECOM ARGENTINA S.A.
NOTE 15 – SALARIES AND SOCIAL SECURITY PAYABLES
As of December 31, | ||||
Current | | 2025 | | 2024 |
Salaries, annual complementary salaries, vacation, bonuses and their social security payables | | | ||
Termination benefits | | | ||
| | |||
Non-current | ||||
Termination benefits | | | ||
| | |||
Total salaries and social security payables | | | ||
Compensation for the Key Managers of Telecom for the years ended December 31, 2025, 2024 and 2023 are shown in Note 28.d).
NOTE 16 – INCOME TAX PAYABLE AND DEFERRED INCOME TAX ASSETS/LIABILITIES
Movements in Income tax liabilities are as follows:
As of December 31, | ||||
| 2025 | | 2024 | |
At the beginning of the year |
| ( |
| ( |
Current income tax expense | ( | ( | ||
Acquisitions through business combination (*) |
| — |
| ( |
Payments |
| |
| |
RECPAM and currency translation adjustments |
| |
| |
Income tax withholdings |
| |
| |
At the end of the year |
| ( |
| ( |
(*) | In 2024 corresponds to the acquisitions of TSMA and Manda. |
Deferred Income tax assets and liabilities, net and the actions for recourse tax receivable are presented below:
December 31, | ||||
| 2025 | | 2024 | |
Tax carryforward |
| ( |
| ( |
Allowance for doubtful accounts |
| ( |
| ( |
Legal Claims and contingent liabilities | ( | ( | ||
PP&E, intangible assets and right of use assets |
| |
| |
Cash dividends from foreign companies |
| |
| |
Income tax inflation adjustment effect |
| — |
| |
Other deferred tax liabilities (assets), net |
| ( |
| ( |
Total deferred tax liabilities, net |
| |
| |
Actions for recourse tax receivable |
| ( |
| ( |
Total deferred tax liability, net | |
| | |
Net deferred tax assets |
| |
| |
Net deferred tax liabilities |
| ( |
| ( |
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Movements in Deferred Income tax assets/(liabilities), net are as follows:
| December 31, | |||
2025 | | 2024 | ||
At the beginning of the year |
| ( |
| ( |
Increases in Deferred tax |
| |
| ( |
Currency translation adjustments |
| |
| ( |
Other comprehensive income |
| ( |
| |
Acquisitions through business combination (1) |
| |
| ( |
At the end of the year |
| ( |
| ( |
(1) | In 2025 corresponds to the deferred tax asset arising from the acquisition of TMA (see Note 29). In 2024 corresponds to the deferred tax liability arising from the acquisitions of TSMA and Manda. |
As of December 31, 2025, Telecom has cumulative tax loss carryforwards of $
Income tax benefit (expense) differed from the amounts computed by applying the Company’s statutory income tax rate to pre-tax income as a result of the following:
Years ended December 31, |
| ||||||
| 2025 | | 2024 | | 2023 |
| |
Profit (loss) | |||||||
Income (loss) before income tax expense | ( | | ( | ||||
Non-taxable items – Losses from associates and joint ventures | | | | ||||
Non-taxable items – Other | ( | ( | | ||||
Restatement in current currency of Equity, goodwill and other | | | | ||||
Subtotal | | | | ||||
Effective income tax rate | | % | | % | | % | |
Income tax expense at statutory tax rate of each company | ( | ( | ( | ||||
Deferred tax liability restatement in current currency and other | | | | ||||
Income tax inflation adjustment | ( | ( | ( | ||||
Unrecoverable tax loss carryforwards | ( | — | — | ||||
Income tax on cash dividends of foreign companies | ( | ( | ( | ||||
Income tax benefit (expense) (1) (2) | | ( | | ||||
Current tax | ( | ( | ( | ||||
Deferred tax | | ( | | ||||
Income tax benefit (expense) | | ( | | ||||
| (1) | In 2025, 2024 and 2023, includes $ |
| (2) | In 2024 includes $ |
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Income tax - Actions for recourse filed with the Tax Authority – Telecom Argentina
During 2015 and 2022, Telecom Argentina filed actions for recourse with the AFIP (currently ARCA) to claim the full tax overpaid for fiscal years from 2009 to 2017 for a total amount of approximately $
In the years 2019, 2021, 2021,2022 and 2025, the ARCA has rejected the actions for recourse. Therefore, Telecom Argentina filed four actions for recourse before the National Court of First Instance. During 2025, Telecom Argentina obtained favorable rulings in the second instance for fiscal year 2009 and in the first instance for fiscal year 2010. However, none of these cases are final. Regarding fiscal year 2009, ARCA filed a complaint appeal for the denied extraordinary appeal, which is pending before the Supreme Court of Justice of the Nation. Regarding fiscal year 2010, ARCA filed an appeal before the Court of Appeals, which is still pending.
The Company’s Management, with the assistance of its tax advisors, understands that the arguments presented by Telecom Argentina follow the same criteria as those considered by the Supreme Court of Justice in similar precedents, among others. Therefore, Telecom Argentina should obtain a favorable resolution to such claims.
Consequently, the Company maintained a non-current tax credit of $
Income Tax – Inflation Adjustment for Tax Purposes – Telecom Argentina
Given the judicial precedents detailed above related to the different mechanisms used to recognize the effect of inflation in the assessment of income tax, on May 6, 2022 and on May 13, 2025, Telecom Argentina filed the income tax return corresponding to fiscal year 2021 and 2024, respectively, taking into account the restatement of the tax amortization of all its PP&E and intangible assets pursuant to Articles 87 and 88 of the Income Tax Law and applying the tax loss carry-forwards from previous years in accordance with the restatement mechanism provided under Article 25 of such Law.
Taxes were so assessed because failure to apply the above-mentioned inflation adjustment mechanisms for tax purposes would result in actual taxable income that would yield an effective tax rate for fiscal years 2021 and 2024 that qualifies as confiscatory. If Telecom Argentina had not fully applied the inflation adjustment mechanisms for tax purposes, the income tax due would have absorbed
Therefore, together with its income tax return for the fiscal years 2021 and 2024, Telecom Argentina made a filing with the ARCA, protected by tax secrecy procedural regulations, in order to safeguard its rights, in the spirit of transparency that guides Telecom Argentina’s actions.
With respect to fiscal year 2025, the income tax provision has been calculated following the guidelines indicated in the first paragraph. This is because the relationship between the tax determined without the full application of the aforementioned inflation adjustment mechanisms for tax purposes and the actual taxable income for the year results in an effective tax rate for fiscal year 2025 that is confiscatory according to case law.
The Company’s Management, with the assistance of its tax advisors, believes that the arguments presented by Telecom Argentina in its filing with the AFIP (currently ARCA) follow the same criteria as those disclosed under “Income Tax – Reimbursement Claims filed with the Tax Authority – Telecom Argentina” which were considered by the Supreme Court of Justice in the precedents cited above, among others. Therefore, the Company believes that it has strong grounds to defend the criteria applied.
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Income tax - Actions for recourse filed with the Tax Authority – TMA
TASA, a company now merged with TMA, filed a claim against the AFIP (currently ARCA) challenging the agency’s decision to deny TASA’s request to apply the tax inflation adjustment and deduct the updated depreciation and amortization charges for fiscal years 2008 to and including 2014.
Between 2016 and 2019, the First and Second Instance Courts ruled in favor of TASA’s claims, ordering the AFIP to reimburse TASA for the amounts of 2008-2009 and 2010, plus the corresponding interest.
As a result of these favorable rulings, from fiscal year 2015 to fiscal year 2019, TASA began applying the tax inflation adjustment and deducting in its tax returns the updated amortization charges and the write-off costs of PP&E and intangible assets and filed declaratory actions of unconstitutionality with the Federal Court of Administrative Litigation Matters for each of the indicated years, independently from any administrative and/or judicial appeals arising from tax audit processes commenced by ARCA.
Finally, in 2022, the Supreme Court of Justice of the Nation issued a favorable ruling for TASA concerning fiscal periods 2008-2009, 2010, and 2015. Additionally, cases relating to the periods 2011-2012, 2013, and 2017 also have final and firm rulings in favor of TMA. Cases relating to the remaining fiscal periods are at different procedural stages, with favorable first and second-instance rulings for fiscal period 2016, whereas in the case of fiscal period 2018, the First Instance Court rejected the declaratory action of certainty, which decision has been appealed by the Company to the National Court of Appeals.
On the other hand, TMA and its legal and tax counsel have analyzed the implications of the Supreme Court of Justice of the Nation ruling in the Candy S.A. leading case and the numerous related rulings derived therefrom, particularly the court’s favorable rulings for TASA regarding the recognition of the different inflation-adjustment mechanisms for income tax determination in different fiscal periods. As a result, the tax returns for fiscal periods 2019 to 2023 include the deduction of updated amortization installments and the write-off costs of PP&E and intangible assets acquired before fiscal period 2018. As of the date of issuance of these consolidated financial statements, TMA has filed Declaratory Actions of Unconstitutionality with the Federal Court on Administrative Litigation Matters for fiscal periods 2019 to and including 2023, to judicially validate this criterion. These actions are at different procedural stages and are pending resolution by the respective first-instance courts.
The TMA’s management and legal and tax counsel believe that TMA has solid arguments to support the criteria applied in the periods indicated.
Finally, the tax provision for fiscal year ended December 31, 2025 includes the effect of updated amortization charges or the write-off costs of PP&E and intangible assets prior to January 1, 2018, as well as an adjustment of the computable tax loss. This is due to the fact that the confiscatory requirement is met on the terms of the above-mentioned the “Candy S.A.” and “Telefónica de Argentina” leading case.
NOTE 17 – OTHER TAXES PAYABLES
As of December 31, | ||||
Current | | 2025 | | 2024 |
Other national taxes | | | ||
Provincial taxes | | | ||
Municipal taxes | | | ||
| | |||
Non- current | ||||
Provincial taxes | — | | ||
— | | |||
Total other taxes payables | | | ||
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NOTE 18 – LEASES LIABILITIES
As of December 31, | ||||
| 2025 | | 2024 | |
Current |
| |
| |
Non- current |
| |
| |
Total lease liabilities |
| |
| |
Movements in the lease liabilities are as follows:
Years ended December 31, | ||||
| 2025 | | 2024 | |
At the beginning of the year |
| |
| |
Increases (1) |
| |
| |
Acquisitions through business combination (2) | | — | ||
Financial results, net (3) |
| |
| |
Payments |
| ( |
| ( |
Decreases (included RECPAM and currency translation adjustments) |
| ( |
| ( |
At the end of the year |
| |
| |
(1)Included in acquisitions of Rights of use.
(2)Corresponds to the acquisition of TMA (see Note 29).
(3)Included in Other foreign currency exchange gains (losses) and Other interests, net.
NOTE 19 – OTHER LIABILITIES
As of December 31, | ||||||
Current | | Note | | 2025 | | 2024 |
Deferred revenues on prepaid credit | | | ||||
Deferred revenues on connection fees and international capacity leases | | | ||||
Debt for acquisition of subsidiaries | | | ||||
Related parties | 28.b) | — | | |||
Funds to be paid to customers | | | ||||
Other | | | ||||
| | |||||
Non-current | ||||||
Deferred revenues on connection fees and international capacity leases | | | ||||
Pension benefits | | | ||||
Related parties | 28.b) | — | | |||
Debt for acquisition of subsidiaries | — | | ||||
Other | | | ||||
| | |||||
Total Other liabilities | | | ||||
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Movements in the pension benefits are as follows:
Years ended December 31, | ||||
| 2025 | | 2024 | |
At the beginning of the year | | | ||
Acquisitions through business combination (1) | | — | ||
Service cost (2) | | | ||
Interest cost (3) | | | ||
Actuarial results (4) | | | ||
RECPAM | ( | ( | ||
At the end of the year | | | ||
(1) | Corresponds to the acquisition of TMA (see Note 29). |
(2) | Included in Employee benefit expenses and severance payments. |
(3) | Included in Other Financial result, net. |
(4) | Included in Other comprehensive income (loss). |
NOTE 20 – PROVISIONS
Telecom evaluates and reviews each contingency applying the criteria indicated in Note 3.q) and 3.u.5).
The evolution of provisions as of December 31, 2025 and 2024 is as follows:
| Legal claims and contingent liabilities | | Asset retirement obligation | | Total provisions | |||||||
| 12.31.25 | | 12.31.24 | | 12.31.25 | | 12.31.24 | | 12.31.25 | | 12.31.24 | |
At the beginning of the year |
| |
| |
| — |
| — |
| |
| |
Principal – Other operating costs, net |
| |
| |
| — |
| — |
| |
| |
Increase – Other financial interest, net |
| |
| — |
| ( |
| — |
| |
| — |
Acquisitions through business combination (1) |
| |
| — |
| |
| — |
| |
| — |
Payments |
| ( |
| ( |
| ( |
| — |
| ( |
| ( |
Reclassifications |
| |
| |
| |
| — |
| |
| |
RECPAM and currency translation adjustments |
| ( |
| ( |
| ( |
| — |
| ( |
| ( |
Total current provisions |
| |
| |
| |
| — |
| |
| |
At the beginning of the year |
| |
| |
| |
| |
| |
| |
Principal – Other operating costs, net |
| |
| |
| — |
| — |
| |
| |
Principal – Right of use assets |
| — |
| — |
| |
| |
| |
| |
Increase – Other financial interest, net |
| |
| |
| ( |
| — |
| |
| |
Acquisitions through business combination (1) |
| |
| |
| |
| — |
| |
| |
Payments |
| ( |
| ( |
| — |
| — |
| ( |
| ( |
Reclassifications |
| ( |
| ( |
| ( |
| — |
| ( |
| ( |
RECPAM and currency translation adjustments |
| ( |
| ( |
| ( |
| ( |
| ( |
| ( |
Total non‑current provisions |
| |
| |
| |
| |
| |
| |
Total provisions |
| |
| |
| |
| |
| |
| |
| (1) | Corresponds to the acquisition of TMA (see Note 29). |
Below is a summary of the most significant claims and legal actions for which Telecom, based on the advice of its legal counsel and the judicial background for each claim, has considers probable and/or possible based on IAS 37.
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1. Probable Contingent liabilities
Telecom Argentina and TMA
a) Profit sharing bonds (PSB)
Telecom Argentina and TMA are subject to various legal actions brought primarily by former employees against the Argentine National Government and Telecom Argentina, seeking a declaration of unconstitutionality of Decree No. 395/92, which expressly exempted TASA and Telecom Argentina from issuing the profit-sharing bonds provided for under Law No. 23,696. The plaintiffs also claim compensation for damages allegedly suffered due to the non-issuance of such bonds.
In August 2008, the Supreme Court of Justice of the Nation not only found Decree No. 395/92 unconstitutional when resolving a similar case against Telefónica but also ordered that the proceedings be remanded to the court of origin so that such court shall decide which defendant must pay —the licensee and/or the Argentine government— and set the parameters that are to be taken into account in order to quantify the remedies requested (percent of profit sharing, statute of limitations criteria, distribution method between the program beneficiaries, among others). There are no uniform criteria among the Courts in relation to each of these concepts.
Following the Supreme Court of Justice’s decision, several Courts of Appeals have ruled that Decree No. 395/92 is unconstitutional. As a result, in the opinion of Telecom Argentina’s counsel, there is an increased probability that Telecom Argentina will have to face certain contingencies, notwithstanding the reimbursement right to which Telecom Argentina would be entitled against the National Government.
On June 9, 2015, in re “Ramollino Silvana c/Telecom Argentina S.A.”, the Supreme Court of Justice of the Nation ruled that the profit-sharing bonds do not apply to employees who joined Telecom Argentina after November 8, 1990 and who were not members of the PPP.
Regarding the TMA situation, as of the date hereof, certain issues remain unresolved, with inconsistent rulings at the first- and second-instance levels, including: (i) the applicable profit-sharing percentage, (ii) whether profits should be calculated on a pre-tax or after-tax basis, (iii) the periods during which entitlement to PSBs is effective, (iv) the parties eligible to assert claims, and (v) the impact of TASA’s Class C share repurchase in 1998 on the PSBs. Management takes into account significant judicial decisions in preparing its estimates.
This judicial precedent is consistent with the criterion followed by Telecom Argentina and TMA for estimating provisions for these claims, based on the advice of its legal counsel, which considered remote the chances of paying compensation to employees who were not included in the PPP.
Statute of limitations criteria applied to claims: Supreme Court of Justice of the Nation ruling “Dominguez v. Telefónica de Argentina S.A.”
In December 2013, the Supreme Court of Justice of the Nation rendered a decision on a case similar to the above-referred legal actions, “Domínguez v. Telefónica de Argentina S.A.” In said case, the Supreme Court of Justice of the Nation overturned a lower court ruling which had barred the claim as having exceeded the applicable statute of limitations because ten years had passed since the issuance of Decree No. 395/92.
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On December 30, 2021, the Court of Appeals on Federal Civil and Commercial Matters issued a decision in plenary session, whereby it acknowledged, interpreting the doctrine developed by the Supreme Court of Justice of the Nation in its ruling, that the statute of limitations must be applied periodically –as from the date of each balance sheet- but limited to
Criteria for determining the relevant profit to calculate compensation: ruling of the Court of Appeals on Federal Civil and Commercial Matters in Plenary Session “Parota, César c/ Estado Nacional y Telefónica de Argentina S.A.”
On February 27, 2014, the Court of Appeals on Federal Civil and Commercial Matters issued its decision in plenary session in the case “Parota, César c/ Estado Nacional y Telefónica de Argentina S.A.”, as a result of a claim filed against TASA. In its ruling, the Court held “that the amount of profit-sharing bonds corresponding to former employees of TASA should be calculated based on the taxable income on which the income tax liability is to be assessed”.
Federación Argentina de las Telecomunicaciones and Other v. Telecom Argentina S.A. on profit-sharing
In June 2013, Telecom Argentina was served notice of this claim. The lawsuit was filed by
This collective lawsuit is for an unspecified amount. The plaintiffs presented the criteria that should be applied for the determination of the percentage of participation in the Telecom Argentina’s profit. The lawsuit requiring the issuance of a profit-sharing bond represents an obligation with potential future economic impact for Telecom Argentina.
Telecom Argentina filed its response to the claim, arguing that labor courts lack jurisdiction over the matter. In December 2017, the Court of First Instance dismissed the claim on the grounds that the claimant lacks standing because the claim is individual and not collective. The claimant filed an appeal, which is pending before Chamber VII of the Court of Appeals.
In June 2019, the Court of Appeals revoked the decision rendered by the Court of First Instance, returned the file, and ordered discovery proceedings.
Telecom Argentina, based on the advice of its legal counsel, believes that there are strong arguments to defend its position in this claim, based, among other things, on the application of the statutes of limitations to the claim relating to the unconstitutionality of Decree No. 395/92, the lack of active legal standing for a collective claim relating to the issuance of bonds —due to the existence of individual claims— in addition to arguments based on plaintiff’s lack of active legal standing.
Telecom Argentina
a) Sanctions Imposed by the Regulator
Telecom Argentina is subject to various sanction procedures, in most cases promoted by the Regulatory Authority, for delays in repairs and service installations to fixed-line customers.
b) “Asociación por la Defensa de Usuarios y Consumidores vs. Telecom Personal S.A.” claim
In 2008, the “Asociación por la Defensa de Usuarios y Consumidores” sued Telecom Personal S.A., seeking damages for an unspecified amount, in connection with the billing of calls to the automatic answering machine and the collection system called “send to end”, in collective representation of an undetermined number of Telecom Personal S.A. customers. The court has to render judgment on this claim.
In 2015, Telecom Argentina learned of an adverse court ruling in a similar lawsuit, promoted by the same consumer’s association against another mobile operator.
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On November 9, 2023, there was a first instance ruling where Telecom Argentina was partially condemned to recognize credits in favor of a group of customer to be determined, but only for a limited period of time, between the years 2004 and 2005. The ruling was appealed.
On December 26, 2024, the Commercial Court of Appeals issued a ruling, which upheld the first-instance judgment in the main aspects and modified some aspects regarding the extent of the sentence, with some aspects in favor and others against.
In the period subsequent to the reporting date, on March 3, 2026, the Commercial Court issued a new ruling related to the enforcement of the judgment, upholding certain aspects favorable to Telecom Argentina´s defense and others unfavorable. Consequently, Management, with the assistance of its legal advisors, will proceed to file a Federal Extraordinary Appeal.
Telecom Argentina, with the assistance of its legal advisors, while considering that it has solid arguments for its defense, given the procedural status and the evidence produced, has classified this contingency as probable and, consequently, has recorded a provision that it estimates to be sufficient.
c) Claim “Unión de Usuarios y Consumidores and Other v. Telecom Argentina S.A.”
On September 3, 2019, Telecom Argentina was served notice of a class action brought by “Unión de Usuarios y Consumidores” and “Consumidores Libres Cooperativa Ltda. de Provisión de Servicios de Acción Comunitaria”, pending before the Commercial Court of First Instance No. 9, Clerk’s Office No. 17, for an unspecified amount.
Claimants seek to obtain an order against Telecom Argentina for the reimbursement of the price increases collected from its subscribers in September and October 2018 and in January 2019 and of any price increase that may be collected for the duration of the proceedings (for timely provided services under the brands Cablevisión and Fibertel), plus interest accrued until the effective reimbursement date. Claimants allege that the defendant infringed certain provisions set forth under the General Rules Governing ICT Services Customers and Law No. 24,240 related to the terms and form of notice to subscribers of changes in the prices of such services.
On April 22, 2025, the Commercial Court of First Instance No. 9 issued a ruling partially upholding the claim, ordering Telecom Argentina to reimburse its subscribers for the increases included in invoices due in September 2018 corresponding to certain Cablevisión products. The ruling, in turn, rejected the request for nullity of the contractual clauses that provide for a 30-day notice period for tariff modifications.
TMA
Regarding the probable contingencies recognized by the TMA acquisition, the details of these are included in Note 29.
2. Possible Contingencies
In addition to the possible contingencies related to regulatory matters described in Note 2.d). ii). 2), the following is a summary of the most significant claims and legal actions for which the Management did not set up any provision, although the final outcome of these lawsuits cannot be assured.
Telecom Argentina
a) “Consumidores Financieros Asociación Civil para su Defensa” claim
In November 2011, Telecom Personal S.A. was notified of a lawsuit filed by the “Consumidores Financieros Asociación Civil para su Defensa” claiming that Telecom Personal S.A.made allegedly abusive charges to its customers by implementing per-minute billing and setting an expiration period for prepaid credit.
Telecom Personal S.A. rejected the claim, with emphasis on the regulatory framework that explicitly endorses its practices, now challenged by the plaintiff in disregard of such regulations.
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The proceeding is now in the discovery stage. However, the judge has ordered the accumulation of this claim with two other similar claims against TMA and América Móvil S.A..Therefore, the
The plaintiffs are seeking damages for an unspecified amount. While Telecom Argentina believes there are strong defenses that should result in a dismissal of the claim, in the absence of judicial precedents on the matter, Management (with the advice of its legal counsel) has classified the claim as possible until a judgment is rendered.
b) Proceedings related to value added services - Mobile contents
In October 2015, Telecom Personal S.A. was notified of a claim brought by the consumer association “Cruzada Cívica para la defensa de los consumidores y usuarios de Servicios públicos”.
The plaintiff’s claim relates to the manner in which content and trivia games are contracted, requesting the application of punitive damages to Telecom Personal S.A.
As of the date of these consolidated financial statements, this claim for an unspecified amount is in its preliminary stages because notice of the claim has not been served on all interested parties.
Based on the advice of its legal counsel, Management believes to have strong arguments for its defense. However, given the absence of any case law, the final outcome of these claims cannot be assured.
c) Claims filed by unions in connection with union contributions
The unions FOEESITRA, SITRATEL, SILUJANTEL, SOEESIT, FOETRA, SUTTACH, and the Union of Telephone Workers and Employees of Tucumán brought
The above-mentioned unions argue that Telecom Argentina is jointly and severally liable for the payment of the above-mentioned contributions. Telecom Argentina answered all the claims.
In the action brought by FOEESITRA, the judge of first instance rejected the summons to third parties made by Telecom Argentina. This decision was confirmed by the Labor Court and the case is being appealed with a request for opening of evidence.
In the action brought by FOETRA, the Court of Appeals revoked the decision rendered by the court of first instance that had declared the incompetence. The judge of first instance must render a decision on the exceptions filed by Telecom Argentina.
In the action brought by SITRATEL, the judge of first instance declared himself competent to intervene and rejected the summons of third parties made by Telecom Argentina. This decision was appealed and recently confirmed by the IX Chamber. This last decision of the court is not final.
In the action brought by the Union of Telephone Workers and Employees of Tucumán, the judge of first instance rejected the summons of third parties requested and the claim of lack of jurisdiction. The decision was confirmed by the Labor Chamber and the case was opened to the evidentiary stage.
The other claims have been suspended at the request of the parties.
The unions are seeking damages for an unspecified amount.
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Even though Management believes that there are sound grounds for the favorable resolution of these claims, given the lack of judicial precedents, the final outcome of these claims cannot be assured.
d) Asociación por la Defensa de Usuarios y Consumidores v. Cablevisión on expedited summary proceeding
In November 2018, Telecom Argentina was served notice of a claim brought by Asociación por la Defensa de Usuarios y Consumidores. The Claimant requested that the defendant: 1) cease its practice of preventing customers from terminating Internet and cable television services when customers request such termination; 2) reimburse to each user the amounts collected for the period of
In December 2018, Telecom Argentina filed a response, alleging the application of statutes of limitation (two-year term) as well as the lack of standing of the Association to file the lawsuit. It requested that the claim be rejected in its entirety, and that the legal costs be borne by the plaintiff. The proceeding is now in the discovery stage.
The plaintiffs are seeking damages for an unspecified amount.
Based on the advice of its legal counsel, Management believes to have strong arguments for its defense. However, the final outcome of this claim cannot be assured.
TMA
Regarding the possible contingencies recognized by the TMA acquisition, the details of these are included in Note 29.
NOTE 21 – PURCHASE COMMITMENTS
The Company has entered into various purchase commitments with domestic and foreign suppliers amounting to approximately $
The table below details commitments within one year and beyond one year:
As of December 31, | |||||
| 2025 | | | 2024 | |
Committed within one year | | | | ||
Committed beyond one year |
| |
| | |
| |
| | ||
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NOTE 22 – EQUITY
| (a) | Capital Stock |
As of December 31, 2025 and 2024, the total capital stock of Telecom Argentina amounted to $
Class of Shares | | Total |
Class “A” |
| |
Class “B” |
| |
Class “C” |
| |
Class “D” |
| |
Total |
|
As of the date of these consolidated financial statements, all the shares of Telecom Argentina are authorized by the CNV for public offering.
Class B Shares are listed and traded on the leading companies’ panel of the BYMA and the American Depositary Shares (ADS) representing five Class “B” shares of Telecom Argentina are traded on the NYSE under the symbol TEO.
| (b) | Provisions of the Telecom Argentina Ordinary and Extraordinary Shareholders’ meeting |
At the Ordinary and Extraordinary Shareholders’ Meeting held on April 25, 2025, the shareholders of Telecom Argentina decided, among other:
| (i) | To approve the Board of Directors’ proposal stated in current currency as of March 31, 2025 using the National Consumer Price Index pursuant to CNV Resolution No. 777/18 in connection with the Accumulated retained earnings as of December 31, 2024 for $ |
| (ii) | to delegate on the Board of Directors the power to reverse, before December 31, 2025 the “Voluntary reserve to maintain the Company’s level of capital expenditures and its current solvency level” in an amount that allows distribution of dividends in cash or in non-cash or any combination of both options, for up to the maximum amount of distribution of US$ |
| (c) | Dividends distributed and paid |
During fiscal years 2025, 2024 and 2023, Telecom Argentina made the following dividend distributions to its shareholders:
Settled amount | |||||||
Year | | Distributed amount | | Cash | | | Non-cash |
2025 (1) | | | | | |||
2024 (2) |
| |
| — |
| | |
2023 (3) |
| |
| — |
| | |
(1) | Pursuant to the powers delegated by the shareholders of Telecom Argentina at the Ordinary and Extraordinary Shareholders’ Meeting held on April 25, 2025, on November 10, 2025, the Board of Directors resolved to distribute dividends as follows: i) Global 2030 Bond for $ |
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(2) | Pursuant to the powers delegated by the shareholders of Telecom Argentina at the Ordinary and Extraordinary Shareholders’ Meeting held on April 25, 2024, on November 11, 2024, the Board of Directors resolved to distribute, as non-cash dividends (Global 2030 Bond), $ |
(3) | Pursuant to the powers delegated by the shareholders of Telecom Argentina at the Ordinary and Extraordinary Shareholders’ Meeting held on April 27, 2023, on May 3, 2023, the Board of Directors resolved to distribute, as non-cash dividends (Global 2030 Bond), $ |
| (d) | Share Ownership Plan |
In 1992, a Decree from the Argentine government, which provided for the creation of Telecom Argentina upon the privatization of ENTel, established that
As of the date of these consolidated financial statements,
| (e) | Restrictions on distribution of profits |
Under the LGS, the by-laws of the Company and rules and regulations of the CNV, a minimum of
NOTE 23 – FINANCIAL INSTRUMENTS
| a) | Categories of financial assets and financial liabilities |
The following tables set out, for financial assets and liabilities as of December 31, 2025 and 2024 their category of financial instrument and the details of profits and losses generated according to each category.
Fair value | ||||||||
| | accounted | | accounted | | |||
through | through other | |||||||
Amortized | profit or | comprehensive | ||||||
As of December 31, 2025 | cost | loss | income | Total | ||||
Assets | | | | |||||
Cash and cash equivalents | | | — | | ||||
Investments | | | | | ||||
Trade receivables | | — | — | | ||||
Other receivables | | | | | ||||
Total | | | | | ||||
Liabilities | | |||||||
Trade payables | | — | — | | ||||
Borrowings | | — | — | | ||||
Leases liabilities | | — | — | | ||||
Dividends payables | | — | — | | ||||
Other liabilities | | | — | | ||||
Total | | | — | | ||||
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Fair value | ||||||||
| | accounted | | accounted | | |||
through | through other | |||||||
Amortized | profit or | comprehensive | ||||||
As of December 31, 2024 | cost | loss | income | Total | ||||
Assets | | | | | ||||
Cash and cash equivalents | | | — | | ||||
Investments | | | — | | ||||
Trade receivables | | — | — | | ||||
Other receivables | | | — | | ||||
Total | | | — | | ||||
Liabilities | | |||||||
Trade payables | | — | — | | ||||
Borrowings | | — | — | | ||||
Leases liabilities | | — | — | | ||||
Other liabilities | | | — | | ||||
Total | | | — | | ||||
Gains and losses by category – Year 2025
| Net gain/(loss) | | Of which interest | |
Financial assets at amortized cost | | ( | ||
Financial liabilities at amortized cost | ( | ( | ||
Financial assets at fair value through profit or loss | | — | ||
Financial liabilities at fair value through profit or loss | ( | — | ||
Total | ( | ( |
Gains and losses by category – Year 2024
| Net gain/(loss) | | Of which interest | |
Financial assets at amortized cost | ( | | ||
Financial liabilities at amortized cost | | ( | ||
Financial assets at fair value through profit or loss | ( | — | ||
Financial liabilities at amortized cost through profit or loss | ( | — | ||
Total | | ( |
Gains and losses by category – Year 2023
| Net gain/(loss) | | Of which interest | |
Financial assets at amortized cost |
| |
| |
Financial liabilities at amortized cost |
| ( |
| ( |
Financial assets at fair value through profit or loss |
| |
| |
Financial liabilities at fair value through profit or loss |
| ( |
| — |
Total |
| ( |
| |
| b) | Fair value hierarchy and other disclosures |
Telecom presents the judgments and estimates made to determine the fair values of the financial instruments that are recognized and measured at fair value in its consolidated financial statements.
The measurement at fair value of the financial instruments of Telecom are classified according to the three levels set out in IFRS 13:
- | Level 1: Fair value determined by quoted prices (unadjusted) in active markets for identical assets or liabilities. |
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- | Level 2: Fair value determined based on inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (e.g., as prices) or indirectly (e.g., derived from prices). |
- | Level 3: Fair value determined by unobservable inputs where the reporting entity is required to develop its own assumptions. |
Financial assets and liabilities recognized at fair value as of December 31, 2025 and 2024, and the level of hierarchy are listed below:
As of December 31, 2025 | | Level 1 | | Level 2 | | Level 3 | | Total |
Assets |
| |
| |
| | ||
Current Assets |
| |
| |
| | ||
Mutual Funds (1) (2) |
| |
| — | — |
| | |
Government bonds (1) (2) |
| |
| — | — |
| | |
Other receivables: Compensation received for company acquisitions (3) |
| — |
| | — |
| | |
Other receivables: Loans granted - fintech businesses (4) | — | — | | | ||||
Other receivables: DFI (5) | — | | — | | ||||
Non-current Assets |
| |||||||
Other receivables: Compensation received for company acquisitions (3) |
| — |
| | — |
| | |
Total assets |
| |
| | |
| | |
Liabilities |
| |
| |
| | ||
Current Liabilities |
| |
| |
| | ||
Other liabilities: Debt for acquisition of NYSSA (3) |
| — |
| | — |
| | |
Total liabilities |
| — |
| | — |
| |
As of December 31, 2024 | | Level 1 | | Level 2 | | Total |
Assets |
| |
| |
| |
Current Assets |
| |
| |
| |
Mutual Funds (1) (2) |
| |
| — |
| |
Government bonds (1) (2) |
| |
| — |
| |
Other receivables: Compensation received for company acquisitions (3) | — | | | |||
Non-current Assets |
|
|
| |||
Other receivables: Compensation received for company acquisitions (3) | — |
| |
| | |
Total assets | |
| | | ||
Liabilities |
| |
| |
| |
Current Liabilities |
| |
| |
| |
Other liabilities: Debt for acquisition of NYSSA (3) |
| — |
| |
| |
Non-current Liabilities | |
|
| |||
Other liabilities: Debt for acquisition of NYSSA (3) | — |
| |
| | |
Total liabilities |
| — |
| |
| |
(1) | The Mutual funds are included in Cash and cash equivalents and Investments. The Government bonds are included in Investments. |
(2) | The fair value is based on information obtained from active markets and corresponds to quoted market prices as of year-end. A market in which transactions for the asset or liability take place with sufficient frequency and volume to provide pricing information on an ongoing basis. |
(3) | The fair value was determined by the variation between the quoted values of certain public securities in foreign currency and Argentine pesos. |
(4) | In 2025, the subsidiary Micro Sistemas, as part of its liquidity management strategy, derecognized its consumer loan portfolio through a non‑recourse sale, transferring the related contractual rights in a manner that met the requirements for derecognition under IFRS 9. As the transfer was carried out on a non‑recourse basis, the Company retained no continuing involvement and therefore has no future exposure to credit risk. These financial assets had been measured at FVPL. The fair value of the portfolio sold was determined using a discounted cash‑flow approach, applying the discount rate specific to each loan. |
(5) | The fair value of financial instruments that are not negotiated in active markets is determined using valuation techniques. These valuation techniques maximize the use of market observable information, when available, and rely as little as possible on specific estimates of the Company. The techniques used for the measurement of financial instruments, are detailed below: a) DFI for forward purchases of US dollars, corresponds to the variation between the market prices at the end of the fiscal year and the time of agreement. |
During the years ended December 31, 2025 and 2024, there were
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Additionally, the methods and assumptions used to estimate the fair values of each class of financial instrument are as follows:
Trade receivables and Other receivables: Carrying amounts are considered to approximate fair value due to the short term nature of these receivables. Noncurrent trade receivables have been recognized at their amortization cost, using the effective interest method and are not significant.
Trade payables and Other liabilities: The carrying amount of trade payables and other liabilities to approximates its fair value due to the short term nature of these debts. Noncurrent trade payables and other liabilities have been discounted.
Borrowings
As of December 31, 2025, fair value of borrowings is as follows:
| Carrying Value | | Fair Value | |
Notes |
| |
| |
Other borrowings |
| |
| |
| |
| |
As of December 31, 2024, fair value of borrowings is as follows:
| Carrying Value | | Fair Value | |
Notes |
| |
| |
Other borrowings |
| |
| |
| |
| |
The fair value of the loans was assessed as follows:
a) | The fair value of Notes traded in active markets was measured based on quoted market prices at the end of the reporting period. As a result, its valuation classifies as Level 1. |
b) | The fair value of Notes that are not traded in an active market was measured based on quotes provided by first-tier financial entities, so their valuation qualifies as Level 2. |
c) | Fort the rest of the borrowings, the fair values were calculated based on cash flows discounted using a current lending rate, so as they are classified as level 3. |
| c) | Hedge accounting |
Derivatives are used by Telecom to manage their exposure to exchange rate and interest rate risks.
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The position of DFIs in the consolidated statements of financial position and amounts recognized in Consolidated Income Statements and Consolidated Statements of Comprehensive Income, are detailed below:
As of December 31, | ||||
| 2025 | | 2024 | |
Other receivables current - DFI: Foreign currency exchange | | — | ||
Total assets |
| |
| — |
Years ended December 31, | ||||||
| 2025 | | 2024 | | 2023 | |
Profit (loss) | ||||||
Foreign currency exchange effect | ( | ( | | |||
Interests on borrowings |
| — |
| |
| ( |
Financial results |
| ( |
| |
| |
DFI effects classified as hedges |
| — |
| ( |
| |
Other comprehensive income (loss) |
| — |
| ( |
| |
| ● | Interest rate swaps – cash flow hedges |
In August 2024, Telecom Argentina cancelled the several DFI agreements, to hedge the fluctuation of SOFR from the IFC loan signed on June 28, 2022, for its total amount, for the period beginning February 15, 2023 to August 15, 2025. The agreements entered into covered a total amount of US$
| ● | Exchange rate Hedges |
During year ended December 31, 2025, Telecom Argentina operated in the ROFEX market to hedge fluctuations in the exchange rate of part of its foreign currency debt. As of December 31, 2025, Telecom Argentina maintains ROFEX contracts for US$
During year ended December 31, 2024, Telecom Argentina entered into DFI agreements to hedge fluctuations in the exchange rate of part of its foreign currency debt for an amount of US$
During year ended December 31, 2023, Telecom Argentina entered into several DFI agreements to hedge the fluctuation of the exchange rate from its loan portfolio amounting to US$
| d) | Offsetting of financial assets and financial liabilities |
Telecom offset the financial assets and liabilities to the extent that such offsetting is provided by offsetting agreements and provided that Telecom has the intention to make such offsetting. The main financial assets and liabilities offset correspond to transactions with other national and foreign operators including interconnection, carriers and Roaming (being offsetting a standard practice in the telecommunications industry at the international level that Telecom applies regularly). Offsetting is also applied to transactions with agents.
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The following table presents financial assets and liabilities that are offset as of December 31, 2025 and 2024:
As of December 31, 2025 | ||||||||
Trade | Other | Other | ||||||
| receivables | | receivables | | Trade payables | | liabilities | |
Current and noncurrent assets (liabilities) - Gross value |
| |
| |
| ( |
| ( |
Offsetting |
| ( |
| ( |
| |
| |
Current and noncurrent assets (liabilities) – Carrying Value |
| |
| |
| ( |
| ( |
As of December 31, 2024 | ||||||||
Trade | Other | Other | ||||||
| receivables | | receivables | | Trade payables | | liabilities | |
Current and noncurrent assets (liabilities) - Gross value |
| |
| |
| ( |
| ( |
Offsetting |
| ( |
| ( |
| |
| |
Current and noncurrent assets (liabilities) – Carrying Value |
| |
| |
| ( |
| ( |
NOTE 24 – REVENUES
Years ended December 31, | ||||||||
| 2025 | | 2024 | | 2023 | |||
Mobile Services | | | | |||||
Internet Services | | | | |||||
Cable Television Services | | | | |||||
Fixed and Data Services | | | | |||||
Other services revenues | | | | |||||
Subtotal Services revenues | | | | |||||
Equipment revenues | | | | |||||
Total Revenues | | | | |||||
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NOTE 25 – OPERATING EXPENSES
Operating expenses disclosed by nature of expense amounted to $
Years ended December 31, | ||||||
| 2025 | | 2024 | | 2023 | |
Employee benefit expenses and severance payments | Profit (loss) | |||||
Salaries, social security expenses and benefits | ( | ( | ( | |||
Severance indemnities | ( | ( | ( | |||
Other employee expenses | ( | ( | ( | |||
( | ( | ( | ||||
Fees for services, maintenance, materials and supplies | ||||||
Maintenance and materials | ( | ( | ( | |||
Fees for services | ( | ( | ( | |||
Directors and Supervisory Committee’s fees | ( | ( | ( | |||
( | ( | ( | ||||
Taxes and fees with the Regulatory Authority | ||||||
Turnover tax | ( | ( | ( | |||
Regulatory Entity Fees | ( | ( | ( | |||
Municipal taxes | ( | ( | ( | |||
Other taxes and fees | ( | ( | ( | |||
( | ( | ( | ||||
Cost of equipment | ||||||
Inventory balance at the beginning of the year | ( | ( | ( | |||
Plus: | ||||||
Acquisitions through business combination (Note 29) | ( | — | — | |||
Purchases | ( | ( | ( | |||
Others | | | | |||
Less: | ||||||
Inventory balance at the end of the year | | | | |||
( | ( | ( | ||||
Other operating expenses | ||||||
Legal Claims and contingent liabilities | ( | ( | ( | |||
Rentals and internet capacity | ( | ( | ( | |||
Energy, water and other services | ( | ( | ( | |||
Postage, freight and travel expenses | ( | ( | ( | |||
Other | ( | ( | ( | |||
( | ( | ( | ||||
Depreciation, amortization and impairment of Fixed and Intangible Assets | ||||||
Depreciation of PP&E | ( | ( | ( | |||
Amortization of intangible assets | ( | ( | ( | |||
Amortization of Rights of use assets | ( | ( | ( | |||
Depreciation of Investment properties | ( | — | — | |||
Impairment of Fixed and Intangible Assets | ( | | ( | |||
( | ( | ( | ||||
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Operating expenses, disclosed per function are as follows:
| Operating | | Administration | | Commercialization | | Other | | Total | | Total | | Total | |
Concept | costs | costs | costs | expenses | 12.31.25 | 12.31.24 | 12.31.23 | |||||||
Employee benefit expenses and severance payments |
| ( |
| ( |
| ( | — |
| ( |
| ( |
| ( | |
Interconnection and transmission costs |
| ( |
| — |
| — | — |
| ( |
| ( |
| ( | |
Fees for services, maintenance, materials and supplies |
| ( |
| ( |
| ( | — |
| ( |
| ( |
| ( | |
Taxes and fees with the Regulatory Authority |
| ( |
| ( |
| ( | — |
| ( |
| ( |
| ( | |
Commissions and advertising |
| — |
| — |
| ( | — |
| ( |
| ( |
| ( | |
Cost of equipment and handsets |
| ( |
| — |
| — | — |
| ( |
| ( |
| ( | |
Programming and content costs |
| ( |
| — |
| — | — |
| ( |
| ( |
| ( | |
Bad debt expenses |
| — |
| — |
| ( | — |
| ( |
| ( |
| ( | |
Other operating expenses, net |
| ( |
| ( |
| ( | — |
| ( |
| ( |
| ( | |
Depreciation, amortization and impairment of Fixed and intangible assets |
| ( |
| ( |
| ( | ( |
| ( |
| ( |
| ( | |
Total for the year ended December 31,2025 |
| ( | ( | ( | ( | ( | ||||||||
Total for the year ended December 31,2024 |
| ( |
| ( |
| ( | |
|
|
| ( |
| ||
Total for the year ended December 31,2023 |
| ( |
| ( |
| ( | ( |
|
|
|
| ( |
Other leases
Future minimum lease payments of non-cancellable other lease agreements of Telecom as of December 31, 2025, 2024 and 2023 in currency on the transaction date are as follows:
| Less than | | | More than 5 | | |||
1 year | 1‑5 years | years | Total | |||||
2025 | | | | | ||||
2024 | | | | | ||||
2023 | | | | |
Further information is provided in Note 3.k).
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NOTE 26 – FINANCIAL RESULTS, NET
| Years ended December 31, | |||||
| 2025 | | 2024 | | 2023 | |
Profit (loss) | ||||||
Interests on borrowings (*) |
| ( |
| ( |
| ( |
Remeasurement in borrowings (**) |
| |
| ( |
| |
Foreign currency exchange gains (losses) on borrowings (***) |
| ( |
| |
| ( |
Borrowings renegotiation results |
| — |
| |
| ( |
Results from repurchase of Notes |
| — |
| |
| — |
Total financial results from borrowings |
| ( |
| |
| ( |
Fair value gains (losses) on financial assets at fair value through profit or los | | ( | | |||
Other foreign currency exchange gains (losses) | | | ( | |||
Other interests, net | ( | | | |||
Other taxes and bank expenses | ( | ( | ( | |||
Financial expenses on pension benefits | ( | ( | ( | |||
Financial discounts on assets, debts and others | ( | ( | ( | |||
RECPAM | | | | |||
Total other financial results, net | | | | |||
Total financial results, net | ( | | ( | |||
(*) | Includes $ |
(**) | Related to Notes issued in UVA. |
(***) | Includes $( |
NOTE 27 – FINANCIAL RISK MANAGEMENT
Financial risk factors
Telecom is exposed to the following financial risks in the ordinary course of its business operations:
| ● | Market risk: stemming from change in exchange rates, market prices and interest rates in connection with financial assets that have been originated and financial liabilities that have been assumed; |
| ● | Credit risk: representing the risk of the non-fulfillment of the obligations undertaken by the counterpart regarding the operations of Telecom; |
| ● | Liquidity risk: connected with the need to meet short-term financial commitments. |
These financial risks are managed by:
| ● | The definition of guidelines for directing operations; |
| ● | The activity of the Board of Directors and Management which monitors the level of exposure to mentioned risks consistently with prefixed general objectives; |
| ● | The identification of the most suitable financial instruments, to reach prefixed objectives; |
| ● | The monitoring of the results achieved. |
This sensitivity analysis provides only a limited point of view of the sensitivity to market risk of certain financial instruments. The actual impact of changes in financial instruments may differ significantly from this estimate.
The policies to manage and the sensitivity analyses of the above financial risks by Telecom are described below.
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Market risk
Foreign exchange risk
One of the main Telecom’s market risks is its exposure to changes in foreign currency exchange rates in the markets in which it operates.
Foreign currency risk is the risk that the future fair values or cash flows of a financial instrument may fluctuate due to exchange rate changes.
Telecom has great part of its commercial and financial debt denominated in US$ and other currencies, unlike its sales revenue, which is mainly generated in Argentine pesos. Additionally, Telecom hold cash and cash equivalents, largely denominated in foreign currencies, which contributes to reducing the exposure of commercial and financial obligations in foreign currencies.
The financial risk management policies of Telecom are directed towards diversifying the acquisition of goods and services in the functional currency and using selected DFI to mitigate long-term positions in foreign currency.
The appreciation of the US dollar against the Argentine peso in recent years has had and continues to have a negative impact on the payment and revaluation of debts denominated in foreign currency and may have a negative effect on our financial position and results of operations. This impact negatively affects Telecom since we depend mainly on the domestic market with revenues usually collected in Argentine pesos.
In 2025, the Argentine peso continued to depreciate against the U.S. dollar, with an annual devaluation of
As a consequence of the heightened volatility of the Argentine peso in recent years, the BCRA has implemented various measures aimed at stabilizing the currency’s value, including, among others, foreign exchange controls restricting access to the official foreign exchange market (Mercado Único y Libre de Cambios, “MULC”, for its Spanish acronym).
Any further depreciation and/or inability of Telecom to acquire foreign currency could have an adverse effect on the financial position, the ability to meet obligations denominated in foreign currency, and the possibility to pay dividends or make payments (of principal or interest) on Telecom’s borrowings.
Financial assets and liabilities denominated in foreign currencies
Financial assets and liabilities denominated in foreign currencies as of December 31, 2025 and 2024, are the following:
| 2025 | | 2024 | |
In equivalent millions of Argentine pesos | ||||
Assets |
| |
| |
Liabilities |
| ( |
| ( |
Liabilities Net |
| ( |
| ( |
Sensitivity analysis
As of December 31, 2025 and 2024, which is a not hedged net liability position in foreign currency of US$
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Interest rate risk
Within its borrowings structure, Telecom has negotiable obligations, bank loans and loans from other financial entities denominated in pesos, dollars, RMB and guaraníes at fixed and variable rates and current account advances denominated in pesos in the short term and at rates renegotiable upon maturity, and are therefore exposed to the risk of fluctuation of the SOF and TAMAR interest rates, mainly.
The proportion of fixed-rate and variable-rate borrowings as of December 31, 2025 and 2024 is detailed below:
| 2025 | | 2024 |
| |||||
$ | | % | $ | | % |
| |||
Fixed rate | | | % | | | % | |||
Variable rate | | | % | | | % | |||
Does not bear interest (1) | | | % | | | % | |||
Total borrowings (2) | | | % | | | % | |||
(1)Correspond to certain Notes issued in UVA and US$ linked denominations.
(2)includes principal, interest and related expenses.
The Company manages its exposure to interest rate variation risk, optimizing the type of financing with the aim of improving terms and reducing its financial costs with improvements in interest rates. It also has used different hedging DFIs which convert variable rates into fixed rates. For more information on the DFIs held by the Company, see Note 23.
For more information about borrowings see Note 14.
Sensitivity analysis
As of December 31, 2025 and 2024, Management believes that any variation of
Price Risk
Telecom’s investments in financial assets at FVPL and FVOCI (Government bonds and Mutual funds) are susceptible to the risk of changes in market prices arising from fluctuations in the future value of these assets. Telecom conducts an ongoing monitoring of the evolution of these assets’ prices.
As of December 31, 2025 and 2024, the total value of investments with changes in fair value amounted to $
Sensitivity Analysis
Management estimates that any
Credit risk
Credit risk represents Telecom’s exposure to possible losses arising from the failure of commercial or financial counterparts to fulfill their assumed obligations. Such risk stems principally from economic and financial factors that could affect to our debtors.
Credit risk arises from cash and cash equivalents as well as credit exposures to customers, including outstanding receivables and committed transactions.
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Telecom’s maximum theoretical exposure to credit risk is represented by the carrying amount of the financial assets and trade receivables, net recorded in the consolidated statement of financial position.
Cash and cash | Trade | Other | Total as of | |||||||
Due date | | equivalents | | Investments | | receivables | | receivables | | December 31, 2025 |
Total due |
| — |
| — |
| |
| |
| |
Total not due |
| |
| |
| |
| |
| |
Total as of December 31, 2025 |
| |
| |
| |
| |
| |
| Cash and cash | | | Trade | | Other | | Total as of | ||
Due date | equivalents | Investments | receivables | receivables | December 31, 2024 | |||||
Total due |
| — |
| — |
| |
| |
| |
Total not due |
| |
| |
| |
| |
| |
Total as of December 31, 2024 |
| |
| |
| |
| |
| |
The accruals to the allowance for doubtful accounts are recorded: (i) for an exact amount on credit positions that present an element of individual risk (bankruptcy, customers under legal proceedings with the Company); and (ii) on credit positions that do not present such characteristics, by customer segment considering the aging of the accounts receivable balances, expected credit losses, customer creditworthiness and changes in the customer payment terms. Total overdue balances not covered by the allowance for doubtful accounts amount to $
Regarding the credit risk relating to the asset included in the “Net borrowings or asset”, it should be noted that Telecom evaluates the outstanding credit of the counterparty and the levels of investment, based, among others, on their credit rating and the equity size of the counterparty.
In order to minimize credit risk, Telecom also pursues a diversification policy for its investments of liquidity with leading high-credit-quality banking and financial institutions and generally for short-term periods. Consequently, there are no significant positions with any one single counterpart.
Telecom serves a wide range of customers, including residential customers, businesses and governmental agencies. As such, Telecom’s account receivables are not subject to significant concentration of credit risk.
Liquidity risk
Liquidity risk represents the risk that Telecom has no funds to accomplish its obligations of any nature (labor, commercial, fiscal and financial, among others).
Telecom has an excellent credit rating and has several financing sources and several offers from first-class institutions to diversify its current funding structure, which includes accessing to capital market and obtaining competitive bank loans in what relates to terms and financial costs, in all cases, both at the domestic and international level, with the objective of covering its investments, operative working capital, and other corporative expenses and refinancing part of its borrowings. For further information on bank loans agreements, bank loans payments and bank loans restructured, see Note 14 and Note 30.
The Management evaluates the national and international macroeconomic context (including regulatory restrictions and foreign exchange restrictions) to take advantage of market opportunities to presser the financial health for the benefit of its investors.
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The table below contains a breakdown of financial liabilities into relevant maturity groups based on the remaining period at the date of the consolidated statement of financial position to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows.
Trade | Leases | Other | Total as of | |||||||
Maturity Date | | payables | | Borrowings | | liabilities | | liabilities | | December 31, 2025 |
Due |
| |
| — |
| — |
| |
| |
January 2026 thru December 2026 |
| |
| |
| |
| |
| |
January 2027 thru December 2027 |
| |
| |
| |
| |
| |
January 2028 thru December 2028 |
| |
| |
| |
| — |
| |
January 2029 and thereafter |
| |
| |
| |
| — |
| |
| |
| |
| |
| |
| |
Trade | Leases | Other | Total as of | |||||||
Maturity Date | | payables | | Borrowings | | liabilities | | liabilities | | December 31, 2024 |
Due | | — | — | — | | |||||
January 2025 thru December 2025 |
| |
| |
| |
| |
| |
January 2026 thru December 2026 |
| |
| |
| |
| |
| |
January 2027 thru December 2027 |
| |
| |
| |
| — |
| |
January 2028 and thereafter |
| |
| |
| |
| — |
| |
| |
| |
| |
| |
| |
On the other hand, it should be noted that, Telecom have a typical working capital structure corresponding to a company with intensive capital that obtains spontaneous financing from its suppliers (especially PP&E) for longer terms than those it provides to its customers.
The Management uses the metrics working capital and liquidity rate to measure its short-term financial health and operational efficiency and assessing Telecom’s ability to manage its liquidity and sustain their operational activities.
Working capital and liquidity risk as of December 31, 2025 and 2024 are detailed below:
As of December 31, | ||||||
| 2025 | | 2024 | | Variation | |
Trade receivables | | | | |||
Other receivables (without DFI) | | | | |||
Inventories | | | | |||
Current liabilities (not considering borrowings) | ( | ( | ( | |||
Negative operative working capital | ( | ( | ( | |||
as of revenues | | % | | % | ||
Cash and cash equivalents | | | | |||
Other receivables - DFI | | — | | |||
Investments | | | | |||
Current borrowings | ( | ( | ( | |||
Net Current financial liabilities | ( | ( | | |||
Assets classified as held for sale | | | | |||
Negative working capital (current assets – current liabilities) | ( | ( | ( | |||
Liquidity rate | | | | |||
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During 2025 and 2024, Telecom obtained funds from the financial market to refinance part of its borrowings in order to optimize its term, rate and structure, see Note 14 and Note 30 for more information. Telecom will continue with its strategy of refinancing its borrowings in order to extend the contractual terms, as well as to obtain lower financing costs, with the aim of being able to cover its negative working capital.
Capital management
The primary objective of Telecom’s capital management is to ensure that it maintains a strong credit rating and healthy capital ratios in order to support its business and maximize shareholder value.
Telecom manages its capital structure and makes adjustments considering the business evolution and changes in the macroeconomic conditions. To maintain or adjust the capital structure, Telecom may adjust the dividend payment to shareholders and the level of indebtedness.
Telecom does not have to comply with regulatory capital adequacy requirements.
The issues related to financial debt ratios see Note 14.
NOTE 28 – BALANCES AND TRANSACTIONS WITH RELATED PARTIES
a) | Controlling Company |
As of December 31, 2025 and 2024, CVH is the controlling company of Telecom Argentina, holding
According to the Voting Trust Agreement, the trustee appointed by CVH must vote the Shares in Trust as instructed or voted by CVH with respect to all issues except in respect of certain matters subject to veto under the Shareholders’ Agreement dated July 7, 2017.
● | Associates and Joint venture |
CURRENT ASSETS | December 31, | December 31, | ||||
Trade receivables | | | 2025 | | 2024 | |
OPH | Joint venture | |||||
CURRENT LIABILITIES | | | ||||
Trade payables | ||||||
La Capital Cable | Associate | | | |||
OPH | Joint venture | | | |||
| | |||||
Other liabilities | ||||||
OPH | Joint venture | — | | |||
— | | |||||
NON - CURRENT LIABILITIES | ||||||
Other liabilities | ||||||
OPH | Joint venture | — | | |||
— | |
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●Other related parties
CURRENT ASSETS | December 31, | December 31, | ||
Trade receivables | | 2025 | | 2024 |
Other related parties | | | ||
| | |||
Other receivables | ||||
Other related parties | | | ||
| | |||
CURRENT LIABILITIES | ||||
Trade payables | ||||
Other related parties | | | ||
| |
c) | Transactions with Related parties |
●Associates and Joint venture
Transaction | Kind of related party | Years ended December 31, | ||||||||
| | | 2025 | | 2024 | | 2023 | |||
Profit (loss) | ||||||||||
Revenues | ||||||||||
La Capital Cable | Services revenues and other revenues | Associate | |
| |
| | |||
Ver TV | Services revenues and other revenues | Associate | — | | | |||||
OPH | Services revenues and other revenues | Joint venture | |
| |
| | |||
| | | ||||||||
Operating costs | ||||||||||
La Capital Cable | Fees for services | Associate | ( |
| ( |
| ( | |||
OPH | Fees for services | Joint venture | ( | ( | — | |||||
( |
| ( |
| ( | ||||||
| ● | Other Related parties |
Transaction | Years ended December 31, | |||||||
| | 2025 | | 2024 | | 2023 | ||
Profit (loss) | ||||||||
Revenues | ||||||||
Other Related parties | Services and advertising revenues | |
| |
| | ||
|
| |
| | ||||
Operating costs | ||||||||
Other Related parties | Programming costs | ( |
| ( |
| ( | ||
Other Related parties | Editing and distribution of magazines | ( |
| ( |
| ( | ||
Other Related parties | Advisory services | ( |
| ( |
| ( | ||
Other Related parties | Advertising purchases | ( |
| ( |
| ( | ||
Other Related parties | Other purchases and commissions | ( |
| ( |
| ( | ||
( |
| ( |
| ( | ||||
The transactions discussed above were made on arm length transaction basis. When Telecom’s transactions represented more than
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d) | Key Managers |
Compensation for Directors for technical-administrative functions and Key Managers includes fixed and variable compensation, retention plans, social security contribution, and, in some cases, accrued severance compensation. Compensation for Directors and Key Managers of Telecom for the years ended December 31, 2025, 2024 and 2023 amounted to $
Telecom Argentina has recorded fees of its Board of Directors’ members of $
The members and alternate members of the Board of Directors do not hold executive positions in Telecom Argentina or its subsidiaries.
NOTE 29 – BUSINESS ACQUISITION
TMA
On February 24, 2025 (the “Acquisition Date”), Telecom Argentina acquired
The purpose of the acquisition was to enhance the quality of existing services and to expand the coverage and capacity of both mobile and fixed networks.
The contractual purchase price for this transaction was US$
The Company’s management has made the final determination of the fair value of the assets acquired and liabilities assumed (net assets) of TMA as of the acquisition date, and from the comparison with the consideration paid has determined a goodwill.
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The assets and liabilities in millions recognized as a result of the acquisition are as follows:
In current currency at | In current currency as | |||
| the acquisition date | | of December 31, 2025 | |
Cash and cash equivalents |
| |
| |
Investment |
| |
| |
Trade receivables (a) |
| |
| |
Other receivables |
| |
| |
Inventories (b) |
| |
| |
Assets classified as held for sale |
| |
| |
Deferred income tax assets (c) |
| |
| |
PP&E (d) |
| |
| |
Intangible assets (e) |
| |
| |
Right of use assets (f) | | | ||
Investment properties (g) | | | ||
Trade payables | ( | ( | ||
Salaries and social security payables (h) | ( | ( | ||
Other taxes payables | ( | ( | ||
Leases liabilities | ( | ( | ||
Other liabilities | ( | ( | ||
Provisions (i) | ( | ( | ||
Net identifiable assets acquired | | | ||
Goodwill (*) |
| |
| |
Totals |
| |
| |
(*)Goodwill will not be deductible for tax purposes.
| (a) | Trade receivables |
The fair value of the acquired trade receivables is $
| (b) | Inventories |
The fair value of inventories was determined based on the replacement cost of such assets as of the acquisition date.
| (c) | Deferred income tax assets |
A deferred tax asset was recognized for the temporary tax effects arising from differences between the fair values assigned to the identifiable assets and liabilities and their respective tax bases, in accordance with IFRS 3.
| (d) | PP&E |
A comprehensive valuation of all PP&E assets was performed at fair value under a going concern assumption.
The market approach (comparable sales) was the valuation method used predominantly for real estate and vehicles.
The depreciated cost approach was the valuation method used for all other PP&E assets. For this valuation´s method the company prepared this estimate using the key assumption related to the level of obsolescence.
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TELECOM ARGENTINA S.A.
| (e) | Intangible assets |
For intangible assets (except for Licences) the valuation method used was the income approach through the calculation of free cash flows for: a) the customer base and b) the right to use the “Movistar” and “Tuenti” brands. The fair value of these assets was determined applying the income approach (economic utilization approach), based on the estimation of discounted cash flows attributable to each asset.
For Licences the valuation method used was the market approach (comparable transactions) analyzing data obtained from publicly available information in markets where comparable assets are transacted, adjusted by the level of obsolescence. For this valuation’s method the company prepared this estimate using the key assumption related to the level of obsolescence.
| (f) | Right of use assets |
Lease contracts conveying control over and the right to use an identified asset were measured at fair value, in accordance with IFRS 3, which requires that right-of-use assets and lease liabilities be recognized following the measurement principles of IFRS 16.
| (g) | Investment properties |
Fair value was determined using the market approach (comparable sales), considering current real estate market price references, that is, at their net realizable value.
| (h) | Salaries and social security payables |
As of the acquisition date, employee benefit liabilities recognized by TMA were adjusted, updating the discount rate applied to the obligation related to post-employment private healthcare coverage for former employees. In addition, certain payment obligations arising from the acquisition agreement executed between the seller and the Company were identified.
| (i) | Provisions |
Asset retirement obligation: as part of the measurement as of the acquisition date, obligations associated with site dismantlement were reviewed and their future cash flows were re-estimated, determining their present value through the application of a real discount rate consistent with prevailing market conditions. The fair value of these liabilities as of the acquisition date amounted to $
Legal claims and contingent liabilities: Contingencies arising from labor, tax, regulatory and other claims were identified and, where classified as probable or possible, were measured at fair value as of the acquisition date for recognition purposes. Of the total lawsuits and contingencies recognized at the acquisition date, $
Information on legal claims and contingent liabilities by their nature as of the acquisition date is detailed below:
Labor contingencies | | |
Tax contingencies |
| |
Civil and regulatory contingencies |
| |
Total |
| |
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Set forth below are the principal contingencies of TMA identified as probable and/or possible:
Principal probable contingencies
| ● | Labor Matters: TMA has recognized provisions for certain labor-related contingencies, primarily arising from joint and several liability in employment matters, occupational accidents and occupational diseases, as well as claims related to salary differences and other severance payments, totaling $ |
Principal Possible Contingencies
| ● | Civil and Regulatory Matters: |
| i) | Expiration of Prepaid Card Balances and Per-Minute Rounding: |
The NGO Consumidores Financieros filed a claim against TMA seeking an injunction requiring TMA to cease: (i) imposing expiration dates on prepaid or virtual top-up cards, on the grounds that when the full purchased time is not consumed, customers are not refunded for the unused portion; and (ii) rounding up the fraction of the last minute used when a consumer ends a call before completing a final sixty-second interval. The claim also seeks reimbursement of amounts allegedly forfeited as a result of these practices over the past ten years and requests that TMA bill calls based on the exact time used by consumers or, alternatively, apply downward rounding. In addition, the plaintiff seeks punitive damages. As of the date hereof, the evidentiary stage of the proceedings has been completed.
TMA submitted a filing in the case asserting, as a supervening fact, the issuance of SC Resolution No. 26/13, which was taken into account for purposes of the decision. The case has since been consolidated with other actions of a similar nature brought by the same plaintiff against América Móvil S.A. and Telecom Personal S.A., all pending before National Court of First Instance on Commercial and Civil Matters No. 9, and is currently awaiting a decision.
The amount recognized as of the acquisition date totaled $
| ii) | Universal Service |
TASA has filed administrative appeals against each of the resolutions issued by ENACOM in connection with the US. Such appeals were rejected by ENACOM. Accordingly, the administrative files were elevated to the higher administrative authority for resolution of the hierarchical appeals filed subsidiarily. These claims represent the total amount reported in the sworn statements submitted to the CNC (currently ENACOM) for the periods from July 2007 through December 2025, reflecting the estimated amounts corresponding to the aforementioned initial programs.
Notwithstanding the foregoing, it should be noted that, within the context of the administrative proceeding in which the request for authorization of the change of corporate control of TMA is being processed, the Subdirectorate of Payment Obligations and Collection Administration of ENACOM issued an opinion estimating a potential outstanding liability of former TASA covering the period from 2001 to date, on the grounds that the deductions claimed by TASA in connection with the Initial Programs had not been taken into account.
Separately, on January 19, 2026, ENACOM Resolution No. 3/2026 was published in the Official Gazette, approving a payment plan (the “Installment Payment Plan”) aimed, among other purposes, at the regularization of outstanding obligations related to contributions to the Universal Service Fund. The plan will remain in force for a period of 180 days.
In this context, TMA informed ENACOM of its intention to adhere to this Installment Payment Plan in order to settle the Universal Service obligations of TASA, in light of the low likelihood that the Initial Programs that gave rise to the deductions of such amounts will ultimately be approved.
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The amount of the contingency as of the acquisition date totaled $
| iii) | Memofácil and Home Maintenance Services |
TASA, a company now merged into TMA, was individually sued by various consumer associations seeking the cessation of charges for the service known as “Memofácil” and for the “Home Maintenance” service. The claim alleges that the Memofácil service was promoted as free of charge and without an expiration date; however, TASA charged for calls made to access messages. With respect to the home maintenance service, the claim alleges that such service was not expressly included in the customer contract. The action also seeks reimbursement to customers of the amounts charged in connection with these services.
TMA’s Management believes that there is no legal basis for the Memofácil claim, as the manner in which public utility service agreements are entered into does not allow for their formalization in written form, and TASA began charging for the message consultation service in 2006, after disclosing the charge through invoices and brochures sent to customers. In addition, the home maintenance service is based on Decrees Nos. 62/90 and 2,332/90, and both the service and the related price increases were duly explained to customers.
The amount recognized as of the acquisition date totaled $
Impact on Operations for the period
The acquired business generated revenues from ordinary activities in the amount of $
Had the acquisition been conducted as of January 1, 2025, the revenues from ordinary activities and net income contributed by the acquired business, would have amounted to $
Although Telecom Argentina incurred borrowings to finance the acquisition as is indicated in the Note 14 and subsequently entered into partial refinancing arrangements (see Notes 14 and 30), these financing effects were not reflected in the pro forma figures. Accordingly, no additional finance results or impacts from refinancing were included.
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Regulatory Impact of the Acquisition
As of the date of these Consolidated Financial Statements, Telecom Argentina has duly and timely made all required presentations related to the acquisition of TMA and has initiated the necessary proceedings before the CNDC and ENACOM in order to obtain (i) the antitrust approval from the Secretary of Industry and Commerce (or from any succeeding enforcement authority under Law No. 27,442, as applicable) for the economic concentration resulting from the Acquisition, and (ii) the approval of ENACOM to the change of control that occurred in TMA as a consequence of the Acquisition. The filing before the CNDC was made on March 3, 2025, while the filing before ENACOM was made on March 7, 2025, both in accordance with the applicable regulatory framework.
Both administrative procedures are currently underway. On March 21, 2025, the Secretary of Industry and Commerce issued the Resolution No. 63/2025, requiring Telecom Argentina as a provisional measure in accordance with Article 44 of Law No. 27,442, to refrain, for a period of six months or until the Secretary of Industry and Commerce issues a decision pursuant to Article 14 of Law No. 27,442 either approving or subordinating the acquisition to the fulfillment of conditions, or denying authorization of the transaction—whichever occurs first—from carrying out any legal, corporate or commercial act relating directly or indirectly to the integration or consolidation of TMA’s businesses with Telecom Argentina. This included any initiative that entails integrating TMA’s equipment with that of Telecom Argentina, as well as any exchange of competitively sensitive information with TMA, such as prices and pricing strategies, costs and margins, business plans and commercial strategies, information on customers and suppliers, investment plans, among others. Telecom Argentina must also respect the agreements regarding the reciprocal use of infrastructure previously entered into between Telecom Argentina and TMA. The Resolution does not modify the manner in which Telecom Argentina and TMA operate. As of the date of these consolidated financial statements, TMA operates as an independent business under a separate business segment from Personal, and the members of the Board of Directors and the management of Telecom Argentina and TMA are independent of each other.
On April 6, 2025, Telecom Argentina filed an appeal before the Secretary of Industry and Commerce and the CNDC against the Resolution No. 63/2025, as well as against the note from the Secretary of Industry and Commerce dated March 27, 2025 to the CNDC appointing a monitoring agent for the Telecom Argentina and TMA to oversee compliance with the measure. On June 5, 2025, Telecom Argentina was notified of the decision issued by Chamber III of the Federal Civil and Commercial Court of Appeals, which granted the appeal with suspensive effect and ordered the Secretary of Industry and Commerce to refrain from adopting any measure that would contravene the suspensive effect with which the appeal was granted.
In addition, on June 19, 2025, Telecom Argentina was notified of a resolution by the Secretary of Industry and Commerce that included (i) a statement of objection to the transaction; (ii) a request for Telecom Argentina to present its arguments against the objections within 15 days, and (iii) a call for a special hearing to consider the measures proposed by Telecom Argentina to overcome these objections.
This resolution does not represent a final resolution or the imposition of penalties, but rather a procedural stage affording the parties the opportunity to exercise their right of defense, submit responses, or propose commitments to mitigate potential anticompetitive effects.
Telecom Argentina believes that the aforementioned objection report was issued and notified prematurely, at an early stage of the process, without all the necessary information being considered and before all relevant procedures established under the antitrust laws were completed. In this regard, Telecom Argentina does not agree with the preliminary conclusions expressed in the objection report and has focused on analyzing all CNDC statements therein and submitting all appropriate presentations and technical data in response to the report (including Form F-2 as required by antitrust law, which was submitted by Telecom Argentina on June 29, 2025) to advance the review process and obtain the relevant approvals.
On August 5, 2025, Telecom Argentina duly and timely submitted its response to the preliminary objection report issued by the CNDC. Together with that submission, and without this being construed in any way as an acknowledgment that the transaction raises an antitrust concern, Telecom Argentina expressed its willingness, as a procedural safeguard contemplated under Law No. 27,442, to consider potential commitments to address the provisional concerns outlined in the objection report, should the authorities deem it necessary. Telecom Argentina believes that any such potential commitments, if required, would be limited, proportionate, and would not have a material adverse effect on Telecom Argentina’s business, financial condition, or ability to meet its financial obligations.
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Subsequently, the CNDC held the special hearing provided for in Article 14 of Law No. 27,442. The first hearing took place on September 19, 2025, and the second hearing on October 6, 2025, at which time the CNDC decided to adjourn the proceedings, leaving their continuation subject to the CNDC’s evaluation of the observations and submissions previously made by Telecom Argentina, as well as of the information still pending submission by third parties at the CNDC’s request.
On November 17, 2025, pursuant to Decree No. 810/2025, the Argentine government established the Argentine National Competition Authority (Autoridad Nacional de Competencia) (the “ANC”), a decentralized and autonomous entity that replaced the CNDC. The ANC became operational upon the appointment of its authorities in accordance with Law No. 27,442, which designates the ANC as the body responsible for protecting and promoting competition and safeguarding the general economic interest. As a result, the regulatory review of the Acquisition is conducted under the supervision of the ANC.
On December 23, 2025, Chamber III of the National Court of Appeals in Civil and Commercial Matters issued its decision regarding the appeal filed by Telecom Argentina against Resolution No. 63/2025 of the Secretary of Industry and Commerce. The Court held that ruling on the appeal had become moot, given that at the time the judgment was rendered, the precautionary measure had already expired. In this regard, the Chamber expressly stated that no evidence had been submitted in the case file demonstrating an extension of the precautionary measure and therefore concluded that there was no longer an existing case or controversy that would warrant consideration of the appeal. The Argentine Government filed a Federal Extraordinary Appeal against this resolution, which has been notified to Telecom Argentina on February 23, 2026. Telecom Argentina has duly responded within the established timeframe, requesting that the appeal be dismissed as inadmissible.
Likewise, on that same date, a new hearing was held within the framework of the procedure established in Article 14 of Law No. 27,442 before the ANC, which constituted a continuation of the previously mentioned hearings. With this hearing, the hearing stage contemplated by the procedure was deemed concluded, leaving the case under review by the ANC for the issuance of the corresponding resolution within the framework of the operation’s review process.
Telecom Argentina will exercise all rights available to it to review or challenge any decisions that it considers to be inconsistent with applicable Argentine law or the actual competitive conditions in each relevant market and jurisdiction.
Although there can be no assurance regarding the outcome of the post-closing review of the Acquisition by regulatory authorities, Telecom Argentina and its legal advisors have arguments to support its position.
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NOTE 30 – SUBSEQUENT EVENTS
| a) | Notes issuance and use of funds |
| | | | Amount | | | | | | | | | | | ||||||||||
involved | Issuance | Maturity | Interest | |||||||||||||||||||||
Series | Currency | (in millions) | date | date | Amortization | Interest rate | payment date | |||||||||||||||||
In | ||||||||||||||||||||||||
27 | US$ | 01/2026 | 01/2036 | - | % | 01/2035 | Annual fixed rate of | Semiannually | ||||||||||||||||
- | % | 01/2036 | ||||||||||||||||||||||
28 | US$ | 03/2026 | 03/2029 | In | Annual fixed rate of | Semiannually | ||||||||||||||||||
at maturity date | ||||||||||||||||||||||||
As of the issuance date of these consolidated financial statements, the Company has used part of the funds obtained for:
| (i) | fully prepay the Syndicated and Bilateral loans referred to in Note 14 for a total amount of US$ |
| (ii) | fully prepay Series 1 Notes, maturing in July 2026 for a total amount of US$ |
| b) | Agreement between Telecom Argentina, MFH and Micro Sistemas with Banco Macro S.A. |
On January 22, 2026, Telecom Argentina and its direct and indirect subsidiaries MFH and Micro Sistemas have entered into a framework agreement with Banco Macro S.A. (“Banco Macro”) aimed at fostering the growth and expansion of the business of Micro Sistemas, a payment services provider operating under the “Personal Pay” brand.
This strategic alliance will enable the development of a differentiated and comprehensive value proposition for customers operating on the “Personal Pay” platform, while also expanding the range of financial products and services offered to a broader customer base, supported by Banco Macro’s leading position in the financial sector.
For these purposes, Banco Macro will contribute its expertise in financial products, while Micro Sistemas will contribute its extensive base of active customers and recurring use cases with genuine transaction activity, thereby promoting a more efficient and broader market with customers at its core.
Pursuant to this agreement, Banco Macro made a capital contribution and, therefore, subscribed for shares representing
The transaction is subject to the corresponding approval by the National Antitrust Authority, in accordance with applicable regulations.
Carlos Moltini | ||
Chairman of the Board of Directors |
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ITEM 19. EXHIBITS
Exhibits:
1.1 | | Estatutos Sociales (Bylaws) of Telecom Argentina, as amended and restated (English translation) (incorporated by reference to Telecom’s report on Form 6-K filed on October 19, 2021). |
|
|
|
2.1 |
| Amended and Restated Deposit Agreement among Telecom Argentina S.A., JPMorgan Chase Bank, N.A., as depositary, and all holders from time to time of ADRs issued thereunder, including the form of American Depositary Receipt, dated May 7, 2021 (incorporated by reference to Telecom’s registration statement on Form F-6 (No. 333-255672)). |
2.2 | Description of rights of each class of securities registered under Section 12 of the Securities Exchange Act of 1934 (included as Exhibit 2.6 of the Form 20-F filed by Telecom Argentina on March 18, 2020 and incorporated by reference herein). | |
2.3 | Indenture between Telecom Argentina S.A., as issuer, UMB Bank, N.A. as trustee, paying agent, registrar and transfer agent and Banco Santander Argentina S.A. as Argentine paying agent, registrar and transfer agent, and representative of the trustee in Argentina, dated July 18, 2024 (included as Exhibit 2.3 of the Form 20-F filed by Telecom Argentina on February 28, 2025 and incorporated by reference herein). | |
2.4 | Syndicated Loan Agreement between Telecom Argentina and Banco Bilbao Vizcaya Argentaria, S.A., Deutsche Bank AG, London Branch and Banco Santander, S.A., as joint bookrunners and lead arrangers, Banco Bilbao Vizcaya Argentaria, S.A., New York Branch, as administrative agent and JPMorgan Chase Bank, N.A., Sucursal Buenos Aires, as onshore custody agent, dated February 23, 2025 (included as Exhibit 2.4 of the Form 20-F filed by Telecom Argentina on February 28, 2025 and incorporated by reference herein). | |
2.5 | Bilateral Loan Agreement between Telecom Argentina and the Industrial and Commercial Bank of China, as lender, dated February 21, 2025 (included as Exhibit 2.5 of the Form 20-F filed by Telecom Argentina on February 28, 2025 and incorporated by reference herein). | |
3.1 |
| Voting Trust Agreement between Cablevisión Holding S.A., VLG S.A.U., Fintech Telecom LLC, Fintech Advisory, Inc., Mr. Héctor Horacio Magnetto, Mr. José Antonio Aranda, Mr. Lucio Rafael Pagliaro and Mr. David Manuel Martínez Guzmán, dated April 15, 2019 (previously filed as Exhibit 99.9 to Telecom’s Schedule 13D filed on April 16, 2019, and incorporated by reference herein). |
|
|
|
4.1 |
| Telecom Shareholders’ Agreement among VLG Argentina LLC, CVH, Fintech Telecom, LLC, Fintech Media, LLC and Fintech Advisory Inc., dated July 7, 2017 (previously filed as Exhibit 32 to Telecom’s Schedule 13D filed on July 10, 2017, and incorporated by reference herein). |
|
|
|
4.2 |
| IFC Loan Agreement between Telecom Argentina and International Finance Corporation, dated June 28, 2022 (included as Exhibit 4.7 of the Form 20-F filed by Telecom Argentina on March 20, 2023, and incorporated by reference herein). |
|
|
|
4.3 |
| Amended and Restated IDB Invest Loan Agreement between Telecom Argentina and Inter-American Investment Corporation, dated October 20, 2023 (included as Exhibit 4.6 of the Form 20 - F filed by Telecom Argentina on March 21, 2024, and incorporated by reference herein). |
8.1 |
| List of Subsidiaries. |
|
|
|
11.1 | Insider Trading Policy of Telecom Argentina S.A., dated February 27, 2025 (included as Exhibit 11.1 of the Form 20-F filed by Telecom Argentina on February 28, 2025 and incorporated by reference herein). | |
12.1 |
| Certification of Roberto D. Nóbile of Telecom Argentina S.A. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|
|
|
12.2 |
| Certification of Federico Pra of Telecom Argentina S.A. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
PART III | TELECOM ARGENTINA S.A. |
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|
|
|
13.1 |
| Certification of Roberto D. Nóbile and Federico Pra pursuant to U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
97 | Policy Relating to Recovery of Erroneously Awarded Compensation of Telecom Argentina S.A., dated November 15, 2023 (included as Exhibit 97 of the Form 20 - F filed by Telecom Argentina on March 21, 2024, and incorporated by reference herein). | |
15 | Consent of Price Waterhouse & Co. S.R.L., independent registered public accounting firm | |
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|
|
101.INS |
| XBRL Instance Document |
101.SCH |
| XBRL Taxonomy Extension Schema |
101.CAL |
| XBRL Taxonomy Extension Calculation Linkbase |
101.DEF |
| XBRL Taxonomy Extension Definition Linkbase |
101.LAB |
| XBRL Taxonomy Extension Label Linkbase |
101.PRE |
| XBRL Taxonomy Extension Presentation Linkbase |
PART III | TELECOM ARGENTINA S.A. |
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SIGNATURE
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Annual Report on its behalf.
| Telecom Argentina S.A. | ||
| By: | /s/ FEDERICO PRA | |
|
| Name: | Federico Pra |
|
| Title: | Interim Chief Financial Officer |
Date: March 11, 2026 |
|
|
|
FAQ
What is the main focus of Telecom Argentina’s 2025 Form 20-F?
What major acquisition does Telecom Argentina report in this filing?
How does hyperinflation in Argentina affect Telecom Argentina’s financial reporting?
What exchange rates does Telecom Argentina use in the 2025 Form 20-F?
How severe was inflation in Argentina according to Telecom Argentina’s filing?
What are the key foreign-exchange risks highlighted by Telecom Argentina?
Which accounting standards and currencies are used by Telecom Argentina and its subsidiaries?
