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[6-K] Telecom Argentina S.A. Current Report (Foreign Issuer)

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Rhea-AI Filing Summary

Telecom Argentina published unaudited condensed consolidated financial statements as of June 30, 2025. For the six months the company reported revenues of $3,357,004 million (up from $2,324,104) and Adjusted EBITDA of $1,007,153 million. CAPEX for the period was $481,189 million and fixed and intangible assets totaled $12,758,881 million.

The company completed the acquisition of TMA on February 24, 2025 for US$1,245 million (current currency $1,452,434 million), recognizing identifiable net assets of $1,305,544 million at acquisition date. Despite scale gains, Telecom posted a six-month net loss of $75,554 million, reflecting financial results from borrowings of $221,129 million and other items. Total borrowings increased to $4,416,400 million. The acquisition is subject to ongoing regulatory review by CNDC and ENACOM and a provisional restriction on integration; proceedings remain pending. The company reports compliance with loan covenants.

Telecom Argentina ha pubblicato i bilanci consolidati condensati non revisionati al 30 giugno 2025. Nei sei mesi la società ha registrato ricavi per $3,357,004 milioni (da $2,324,104) e un Adjusted EBITDA di $1,007,153 milioni. Il CAPEX nel periodo è stato di $481,189 milioni e le immobilizzazioni materiali e immateriali sono ammontate a $12,758,881 milioni.

La società ha completato l'acquisizione di TMA il 24 febbraio 2025 per US$1,245 milioni (valore corrente $1,452,434 milioni), rilevando attività nette identificabili per $1,305,544 milioni alla data di acquisizione. Nonostante i benefici di scala, Telecom ha riportato una perdita netta semestrale di $75,554 milioni, riflettendo oneri finanziari da indebitamento per $221,129 milioni e altri elementi. L'indebitamento totale è salito a $4,416,400 milioni. L'acquisizione è soggetta a una revisione regolatoria in corso da parte di CNDC ed ENACOM e a una restrizione provvisoria sull'integrazione; le procedure sono ancora pendenti. La società dichiara di rispettare i covenant dei prestiti.

Telecom Argentina publicó estados financieros consolidados condensados no auditados al 30 de junio de 2025. En los seis meses la empresa informó ingresos por $3,357,004 millones (desde $2,324,104) y un Adjusted EBITDA de $1,007,153 millones. El CAPEX del periodo fue de $481,189 millones y los activos fijos e intangibles sumaron $12,758,881 millones.

La compañía completó la adquisición de TMA el 24 de febrero de 2025 por US$1,245 millones (moneda corriente $1,452,434 millones), reconociendo activos netos identificables por $1,305,544 millones en la fecha de adquisición. A pesar de las ganancias de escala, Telecom registró una pérdida neta semestral de $75,554 millones, que refleja resultados financieros por endeudamiento de $221,129 millones y otros ítems. El endeudamiento total aumentó a $4,416,400 millones. La adquisición está sujeta a revisión regulatoria por parte de la CNDC y ENACOM y a una restricción provisional sobre la integración; los procedimientos siguen pendientes. La compañía informa cumplimiento de los covenants de los préstamos.

Telecom Argentina는 2025년 6월 30일 기준의 감사되지 않은 축약 연결재무제표를 공시했습니다. 상반기 동안 회사는 매출 $3,357,004백만(기존 $2,324,104)과 조정 EBITDA $1,007,153백만을 보고했습니다. 해당 기간의 CAPEX는 $481,189백만이었고, 유형 및 무형자산은 총 $12,758,881백만에 달합니다.

회사는 2025년 2월 24일 TMA미화 1,245백만 달러(현 환산액 $1,452,434백만)에 인수했으며, 취득일에 식별 가능한 순자산을 $1,305,544백만으로 인식했습니다. 규모의 경제 효과에도 불구하고 Telecom은 상반기에 순손실 $75,554백만을 기록했으며, 이는 차입 관련 재무비용 $221,129백만 및 기타 항목을 반영한 결과입니다. 총 차입금은 $4,416,400백만으로 증가했습니다. 이번 인수는 CNDC와 ENACOM의 규제 심사를 받고 있으며 통합에 대한 잠정적 제약이 있어 절차가 여전히 진행 중입니다. 회사는 대출 covenant(재무 약정)을 준수하고 있다고 보고했습니다.

Telecom Argentina a publié des états financiers consolidés condensés non audités au 30 juin 2025. Pour les six mois, la société a déclaré des revenus de $3,357,004 millions (contre $2,324,104) et un Adjusted EBITDA de $1,007,153 millions. Les CAPEX de la période se sont élevés à $481,189 millions et les actifs corporels et incorporels totalisaient $12,758,881 millions.

La société a finalisé l'acquisition de TMA le 24 février 2025 pour US$1,245 millions (équivalent courant $1,452,434 millions), reconnaissant des actifs nets identifiables de $1,305,544 millions à la date d'acquisition. Malgré des gains d'échelle, Telecom a enregistré une perte nette semestrielle de $75,554 millions, reflétant des charges financières liées à l'endettement de $221,129 millions et d'autres éléments. L'endettement total a augmenté pour atteindre $4,416,400 millions. L'acquisition fait l'objet d'un examen réglementaire en cours par la CNDC et l'ENACOM et d'une restriction provisoire d'intégration ; les procédures restent en cours. La société indique être en conformité avec les covenant de ses prêts.

Telecom Argentina hat ungeprüfte, verkürzte konsolidierte Abschlüsse zum 30. Juni 2025 veröffentlicht. Für das Halbjahr meldete das Unternehmen Umsatzerlöse von $3,357,004 Millionen (vorher $2,324,104) und ein Adjusted EBITDA von $1,007,153 Millionen. Die CAPEX für den Zeitraum betrugen $481,189 Millionen und Sachanlagen sowie immaterielle Vermögenswerte beliefen sich auf $12,758,881 Millionen.

Das Unternehmen schloss die Übernahme von TMA am 24. Februar 2025 für US$1,245 Millionen (aktueller Umrechnungswert $1,452,434 Millionen) ab und erkannte zum Erwerbszeitpunkt identifizierbare Nettoaktiva in Höhe von $1,305,544 Millionen an. Trotz Skalenvorteilen verzeichnete Telecom im Halbjahr einen Nettoverlust von $75,554 Millionen, was Finanzergebnis aus Verbindlichkeiten von $221,129 Millionen und weitere Posten widerspiegelt. Die Gesamtverschuldung stieg auf $4,416,400 Millionen. Die Übernahme unterliegt laufenden regulatorischen Prüfungen durch CNDC und ENACOM sowie einer vorläufigen Integrationsbeschränkung; die Verfahren sind weiterhin anhängig. Das Unternehmen berichtet die Einhaltung der Kredit‑Covenants.

Positive
  • Revenue growth: Six-month revenues increased to $3,357,004 million from $2,324,104 million in prior year
  • Strong Adjusted EBITDA: Adjusted EBITDA for the six months was $1,007,153 million
  • Strategic acquisition: Acquisition of TMA on Feb 24, 2025 for US$1,245 million expands national mobile and fixed network scale
  • Significant investment: CAPEX of $481,189 million supports network expansion and the combined asset base (fixed and intangible assets $12,758,881 million)
  • Covenant compliance: Company reports compliance with loan covenants despite higher leverage
Negative
  • Net loss: Consolidated net loss of $75,554 million for the six months versus net income of $1,197,930 million prior year
  • Higher leverage: Total borrowings rose to $4,416,400 million after financing the TMA acquisition
  • Negative financial results: Financial results from borrowings were $(221,129) million for the six months, contributing to losses
  • Regulatory uncertainty: CNDC issued a preliminary objection report and a provisional measure restricts integration of TMA pending review
  • Legal and labor contingencies: TMA-related contingencies include labor claims of $140,567 million and total contingencies approx $182,475 million
  • Large provisions and allowances: Non-current provisions increased to $262,935 million and allowances for trade receivables rose materially on acquisition

Insights

TL;DR Strong top-line growth and EBITDA, but higher leverage and a H1 net loss create a mixed near-term financial picture.

The company delivered material revenue growth to $3.36 trillion and robust Adjusted EBITDA of $1.01 trillion for the six-month period, reflecting scale after the TMA acquisition. However, Telecom recorded a consolidated net loss of $75,554 million driven largely by negative financial results on borrowings and currency/DFI effects. Total borrowings rose to $4,416,400 million, after financing TMA and issuing US$800m notes. Operational metrics (CAPEX, asset base) expanded materially, but financial costs and regulatory uncertainty around the acquisition are immediate items to monitor.

TL;DR The TMA acquisition materially increases scale and assets, but remains subject to provisional regulatory limits and pending PPA finalization.

Telecom closed the TMA deal for US$1,245 million, consolidating substantial PP&E and intangibles and recognizing $1,305,544 million of identifiable net assets at acquisition date. Management describes the PPA as preliminary and has not yet recognized goodwill. Post-close, a provisional administrative measure and a CNDC objection report restrict integration activities and require response and potential remedies. The transaction is transformational operationally but carries execution and regulatory risk until final approvals and PPA allocation are completed.

Telecom Argentina ha pubblicato i bilanci consolidati condensati non revisionati al 30 giugno 2025. Nei sei mesi la società ha registrato ricavi per $3,357,004 milioni (da $2,324,104) e un Adjusted EBITDA di $1,007,153 milioni. Il CAPEX nel periodo è stato di $481,189 milioni e le immobilizzazioni materiali e immateriali sono ammontate a $12,758,881 milioni.

La società ha completato l'acquisizione di TMA il 24 febbraio 2025 per US$1,245 milioni (valore corrente $1,452,434 milioni), rilevando attività nette identificabili per $1,305,544 milioni alla data di acquisizione. Nonostante i benefici di scala, Telecom ha riportato una perdita netta semestrale di $75,554 milioni, riflettendo oneri finanziari da indebitamento per $221,129 milioni e altri elementi. L'indebitamento totale è salito a $4,416,400 milioni. L'acquisizione è soggetta a una revisione regolatoria in corso da parte di CNDC ed ENACOM e a una restrizione provvisoria sull'integrazione; le procedure sono ancora pendenti. La società dichiara di rispettare i covenant dei prestiti.

Telecom Argentina publicó estados financieros consolidados condensados no auditados al 30 de junio de 2025. En los seis meses la empresa informó ingresos por $3,357,004 millones (desde $2,324,104) y un Adjusted EBITDA de $1,007,153 millones. El CAPEX del periodo fue de $481,189 millones y los activos fijos e intangibles sumaron $12,758,881 millones.

La compañía completó la adquisición de TMA el 24 de febrero de 2025 por US$1,245 millones (moneda corriente $1,452,434 millones), reconociendo activos netos identificables por $1,305,544 millones en la fecha de adquisición. A pesar de las ganancias de escala, Telecom registró una pérdida neta semestral de $75,554 millones, que refleja resultados financieros por endeudamiento de $221,129 millones y otros ítems. El endeudamiento total aumentó a $4,416,400 millones. La adquisición está sujeta a revisión regulatoria por parte de la CNDC y ENACOM y a una restricción provisional sobre la integración; los procedimientos siguen pendientes. La compañía informa cumplimiento de los covenants de los préstamos.

Telecom Argentina는 2025년 6월 30일 기준의 감사되지 않은 축약 연결재무제표를 공시했습니다. 상반기 동안 회사는 매출 $3,357,004백만(기존 $2,324,104)과 조정 EBITDA $1,007,153백만을 보고했습니다. 해당 기간의 CAPEX는 $481,189백만이었고, 유형 및 무형자산은 총 $12,758,881백만에 달합니다.

회사는 2025년 2월 24일 TMA미화 1,245백만 달러(현 환산액 $1,452,434백만)에 인수했으며, 취득일에 식별 가능한 순자산을 $1,305,544백만으로 인식했습니다. 규모의 경제 효과에도 불구하고 Telecom은 상반기에 순손실 $75,554백만을 기록했으며, 이는 차입 관련 재무비용 $221,129백만 및 기타 항목을 반영한 결과입니다. 총 차입금은 $4,416,400백만으로 증가했습니다. 이번 인수는 CNDC와 ENACOM의 규제 심사를 받고 있으며 통합에 대한 잠정적 제약이 있어 절차가 여전히 진행 중입니다. 회사는 대출 covenant(재무 약정)을 준수하고 있다고 보고했습니다.

Telecom Argentina a publié des états financiers consolidés condensés non audités au 30 juin 2025. Pour les six mois, la société a déclaré des revenus de $3,357,004 millions (contre $2,324,104) et un Adjusted EBITDA de $1,007,153 millions. Les CAPEX de la période se sont élevés à $481,189 millions et les actifs corporels et incorporels totalisaient $12,758,881 millions.

La société a finalisé l'acquisition de TMA le 24 février 2025 pour US$1,245 millions (équivalent courant $1,452,434 millions), reconnaissant des actifs nets identifiables de $1,305,544 millions à la date d'acquisition. Malgré des gains d'échelle, Telecom a enregistré une perte nette semestrielle de $75,554 millions, reflétant des charges financières liées à l'endettement de $221,129 millions et d'autres éléments. L'endettement total a augmenté pour atteindre $4,416,400 millions. L'acquisition fait l'objet d'un examen réglementaire en cours par la CNDC et l'ENACOM et d'une restriction provisoire d'intégration ; les procédures restent en cours. La société indique être en conformité avec les covenant de ses prêts.

Telecom Argentina hat ungeprüfte, verkürzte konsolidierte Abschlüsse zum 30. Juni 2025 veröffentlicht. Für das Halbjahr meldete das Unternehmen Umsatzerlöse von $3,357,004 Millionen (vorher $2,324,104) und ein Adjusted EBITDA von $1,007,153 Millionen. Die CAPEX für den Zeitraum betrugen $481,189 Millionen und Sachanlagen sowie immaterielle Vermögenswerte beliefen sich auf $12,758,881 Millionen.

Das Unternehmen schloss die Übernahme von TMA am 24. Februar 2025 für US$1,245 Millionen (aktueller Umrechnungswert $1,452,434 Millionen) ab und erkannte zum Erwerbszeitpunkt identifizierbare Nettoaktiva in Höhe von $1,305,544 Millionen an. Trotz Skalenvorteilen verzeichnete Telecom im Halbjahr einen Nettoverlust von $75,554 Millionen, was Finanzergebnis aus Verbindlichkeiten von $221,129 Millionen und weitere Posten widerspiegelt. Die Gesamtverschuldung stieg auf $4,416,400 Millionen. Die Übernahme unterliegt laufenden regulatorischen Prüfungen durch CNDC und ENACOM sowie einer vorläufigen Integrationsbeschränkung; die Verfahren sind weiterhin anhängig. Das Unternehmen berichtet die Einhaltung der Kredit‑Covenants.

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

 

Pursuant to Rule 13a-16 or 15d-16

of the Securities Exchange Act of 1934

 

For the month of August 2025

 

Commission File Number: 001-13464

 

Telecom Argentina S.A.

(Translation of registrant’s name into English)

 

General Hornos, No. 690, (C1272ACK)

Autonomous city of Buenos Aires, Republic of Argentina

(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

 

  Form 20-F x   Form 40-F ¨  

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

 

  Yes ¨   No x  

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

 

  Yes ¨   No x  

 

 

 

Telecom Argentina S.A.

 

TABLE OF CONTENTS

 

Item

 

1. Unaudited condensed consolidated financial statements as of June 30, 2025
2. Operating and financial review and prospects as of June 30, 2025

 

 

 

 

 

 

 

 

 

 

 

 

 

Unaudited Condensed Consolidated Financial Statements as of June 30, 2025

 

 

 

 

 

 

 

 

 

 

 

 

General Hornos 690

 

(C1272ACK) Autonomous city of Buenos Aires

 

Republic of Argentina

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

AS OF JUNE 30, 2025

 

 

 

INDEX

 

 

 

Glossary of terms
Unaudited condensed consolidated financial statements
Consolidated statements of financial position
Consolidated income statements
Consolidated statements of comprehensive income
Consolidated statements of changes in equity
Consolidated statements of cash flows
Notes to the unaudited condensed consolidated financial statements

 

 

 

 

TELECOM ARGENTINA S.A.

 

Glossary of terms

 

The following explanations are not technical definitions, but to assist the general reader to understand certain terms as used in these unaudited condensed consolidated financial statements.

 

ADS: Telecom Argentina’s American Depositary Share, listed on the New York Stock Exchange, each representing five Class B Shares.

 

ADR: American Depositary Receipt.

 

ARCA (Agencia de Recaudación y Control Aduanero): Argentine Tax Collection and Customs Control Agency.

 

BCRA (Banco Central de la República Argentina): The Central Bank of Argentina.

 

BYMA (Bolsas y Mercados Argentinos): Buenos Aires Stock Exchange.

 

CAPEX: Capital expenditures.

 

CNV (Comisión Nacional de Valores): The Argentine National Securities Commission.

 

CNDC (Comisión Nacional de Defensa de la Competencia): The Argentine Antitrust Commission.

 

Company/Telecom Argentina: Telecom Argentina S.A.

 

CVH: Cablevisión Holding S.A., controlling company of Telecom Argentina since January 1, 2018.

 

DFI: Derivate Financial Instrument.

 

ENACOM (Ente Nacional de Telecomunicaciones): The Telecommunications Regulatory Authority of Argentina.

 

FACPCE (Federación Argentina de Consejos Profesionales en Ciencias Económicas): Argentine Federation of Professional Councils of Economic Sciences.

 

Fintech: 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.

 

IFRS Accounting Standards: International Financial Reporting Standards, as issued by the IASB.

 

INDEC (Instituto Nacional de estadísticas y censos): The National Institute of statistics and cense.

 

La Capital Cable: Name corresponding to limited company La Capital Cable S.A., respectively, company that is directly or indirectly associates according to the definition of the General Corporations Law.

 

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: Names corresponding to limited companies or limited responsibility companies that are directly or indirectly controlled according to the definition of the General Corporations Law, or were controlled by the Company, directly or indirectly: Micro Sistemas S.A.U., Pem S.A.U., Cable Imagen S.R.L., AVC Continente Audiovisual S.A., Inter Radios S.A.U., Personal Smarthome S.A., NYS2 S.A.U., Negocios y Servicios S.A.U., Red Intercable Satelital S.A.U.,Manda S.A. and Teledifusora San Miguel Arcángel S.A..

 

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.

 

PPA: Purchase Price Allocation

 

PP&E: Properties, plant and equipment.

 

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.

 

F-1

 

 

TELECOM ARGENTINA S.A.

 

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).

 

SOF: Secured Overnight Financing.

 

Telecom: Telecom Argentina and its consolidated subsidiaries.

 

TAMAR: (Tasa Mayorista de Argentina) Argentina Wholesale Rate published by the Banco Central de la República Argentina.

 

Telecom USA/ Núcleo/ Personal Envíos/ Televisión Dirigida/ Adesol/ Opalker/ Ubiquo/ MFH/ Naperville/ Saturn / CrediPay/ Parklet: 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, CrediPay S.A. and Parklet S.A., respectively, companies that are directly or indirectly controlled according to the definition of the General Corporations Law.

 

TMA: Telefónica Móviles Argentina S.A.

 

USA: United States of America

 

UVA (Unidad de Valor Adquisitivo): Purchasing Value Unit, an index developed and published by the Banco Central de la República Argentina.

 

VER TV: Ver T.V. S.A.

 

 

F-2

 

 

TELECOM ARGENTINA S.A.

 

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(In millions of Argentine pesos in current currency - Note 1.d)

 

    June 30, December 31,
ASSETS Note 2025 2024
Current Assets      
Cash and cash equivalents 2 330,952 366,376
Investments 2 45,837 38,654
Trade receivables   728,369 340,678
Other receivables   154,404 51,512
Inventories   120,503 69,569
Assets classified as held for sale   492 2,031
Total current assets   1,380,557 868,820
Non-Current Assets      
Trade receivables   640 497
Other receivables   21,879 56,360
Deferred income tax assets 8 366,099 37,971
Investments 2 30,733 15,663
Goodwill 3 3,885,277 3,881,864
PP&E 4 5,665,089 4,984,287
Intangible assets 5 2,484,503 2,182,671
Right of use assets 6 671,510 565,493
Investment properties   52,502 -
Total non-current assets   13,178,232 11,724,806
TOTAL ASSETS   14,558,789 12,593,626
LIABILITIES      
Current Liabilities      
Trade payables   938,478 511,821
Borrowings 7 1,371,973 1,234,692
Salaries and social security payables   317,280 260,421
Income tax liabilities 8 144,094 5,248
Other taxes payables   207,212 104,349
Dividends payables   799 790
Leases liabilities   124,290 85,783
Other liabilities   68,595 46,498
Provisions 9 45,575 4,470
Total current liabilities   3,218,296 2,254,072
Non-Current Liabilities      
Trade payables   15,102 18,963
Borrowings 7 3,044,427 2,077,804
Salaries and social security payables   49,156 10,897
Deferred income tax liabilities 8 1,419,241 1,623,716
Other taxes payables   - 2
Leases liabilities   201,364 159,346
Other liabilities   47,485 17,629
Provisions 9 262,935 60,829
Total non-current liabilities   5,039,710 3,969,186
TOTAL LIABILITIES   8,258,006 6,223,258
EQUITY      
Equity attributable to Controlling Company   6,224,353 6,244,016
Equity attributable to non-controlling interest   76,430 126,352
TOTAL EQUITY(See Consolidated Statements of Changes in Equity)   6,300,783 6,370,368
TOTAL LIABILITIES AND EQUITY   14,558,789 12,593,626

 

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

F-3

 

 

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)

 

    Three month period
ended
  Six month period
ended
June 30,   June 30,
  Note 2025 2024   2025 2024
Revenues 12 1,911,678 1,193,554   3,357,004 2,324,104
Employee benefit expenses and severance payments   (499,245) (289,042)   (803,339) (549,934)
Interconnection and transmission costs   (47,513) (32,913)   (94,450) (74,385)
Fees for services, maintenance, materials and supplies   (242,729) (153,867)   (425,083) (319,234)
Taxes and fees with the Regulatory Authority   (168,378) (93,186)   (289,138) (180,302)
Commissions and advertising   (107,140) (62,133)   (182,714) (120,828)
Cost of equipment and handsets 13 (87,494) (63,521)   (147,926) (102,958)
Programming and content costs   (87,133) (68,283)   (163,277) (130,200)
Bad debt expenses 9 (39,031) (21,057)   (66,223) (49,192)
Other operating expenses, net   (104,985) (61,696)   (177,701) (106,813)
Depreciation, amortization and impairment of Fixed and intangible assets   (470,631) (391,207)   (831,126) (776,833)
Operating income (loss)   57,399 (43,351)   176,027 (86,575)
Losses from associates and joint ventures 2 (1,842) (1,898)   (1,744) (4,144)
Financial results from borrowings 14 (311,912) 245,382   (221,129) 1,564,261
Other financial results, net 14 (10,478) 37,443   5,765 228,403
Income (loss) before income tax   (266,833) 237,576   (41,081) 1,701,945
Income tax benefit (expense) 8 92,472 (155,508)   (34,473) (504,015)
Net income (loss) for the period   (174,361) 82,068   (75,554) 1,197,930
             
Attributable to:            
Controlling Company   (178,207) 76,134   (83,792) 1,187,416
Non-controlling interest   3,846 5,934   8,238 10,514
    (174,361) 82,068   (75,554) 1,197,930
             
Earnings (losses) per share for income attributable to the Controlling Company - Basic and diluted 1.c (82.7) 35.4   (38.9) 551.3

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

See Note 13 for additional information on operating expenses per function.

 

F-4

 

 

TELECOM ARGENTINA S.A.

 

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In millions of Argentine pesos in current currency - Note 1.d)

 

  Three month period
ended
  Six month period
ended
  June 30,   June 30,
  2025 2024   2025 2024
           
Net income (loss) for the period (174,361) 82,068   (75,554) 1,197,930
           
Other comprehensive income (loss)          
Items that may be reclassified to profit or loss          
Currency translation adjustments (no effect on Income Tax) 27,539 (53,771)   16,684 (225,969)
DFI effects classified as hedges - 241   - 1,394
Gains of investment at fair value (3,398) -   889 -
Income Tax effects 1,189 (47)   (311) (488)
Other comprehensive income (loss), net of tax 25,330 (53,577)   17,262 (225,063)
           
Total comprehensive income (loss) for the period (149,031) 28,491   (58,292) 972,867
           
Attributable to:          
Controlling Company (156,939) 39,145   (67,448) 1,029,254
Non-controlling interest 7,908 (10,654)   9,156 (56,387)
  (149,031) 28,491   (58,292) 972,867

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

F-5

 

 

TELECOM ARGENTINA S.A.

 

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(In millions of Argentine pesos in current currency – Note 1.d)

  Owners contribution Reserves Other
comprehensive
loss
Retained
earnings
Equity attributable to
controlling company
Equity attributable to
non-controlling
interest
Total
Equity
  Outstanding
shares
Capital
nominal value
Inflation
adjustment
Contributed
Surplus
Legal Special reserve for
IFRS implementation
Facultative
(1)
Balances as of January 1, 2024 2,154 2,152,978 3,165,529 127,870 46,885 714,762 (130,662) (645,972) 5,433,544 194,373 5,627,917
Resolutions of the General Ordinary and Extraordinary Shareholders’ Meeting held on April 25, 2024                      
 - Absorption of retained earnings (losses) and reserve reclassification - - (194,044) - - (451,928) - 645,972 - - -
Dividends to non-controlling shareholders - - - - - - - - - (12,003) (12,003)
Subsidiary acquisition - - - - - - - - - 3,359 3,359
Comprehensive income:                      
Net income for the period - - - - - - - 1,187,416 1,187,416 10,514 1,197,930
Other comprehensive loss - - - - - - (158,162) - (158,162) (66,901) (225,063)
Total comprehensive income (loss) for the period - - - - - - (158,162) 1,187,416 1,029,254 (56,387) 972,867
Balances as of June 30, 2024 2,154 2,152,978 2,971,485 127,870 46,885 262,834 (288,824) 1,187,416 6,462,798 129,342 6,592,140
                       
Balances as of January 1, 2025 2,154 2,152,978 2,971,485 127,870 46,885 126,036 (348,636) 1,165,244 6,244,016 126,352 6,370,368
Resolutions of the General Ordinary and Extraordinary Shareholders’ Meeting held on April 25, 2025 (2)                      
 - Absorption of specific retained earnings (losses) - - (104,231) 56,686 - 1,212,789 - (1,165,244) - - -
Dividends to non-controlling shareholders - - - - - - - - - (11,293) (11,293)
Transaction non-controlling interest (3) - - - - - - 47,785 - 47,785 (47,785) -
Comprehensive income:                      
Net income (loss) for the period - - - - - - - (83,792) (83,792) 8,238 (75,554)
Other comprehensive income - - - - - - 16,344 - 16,344 918 17,262
Total comprehensive income (loss) for the period - - - - - - 16,344 (83,792) (67,448) 9,156 (58,292)
Balances as of June 30, 2025 2,154 2,152,978 2,867,254 184,556 46,885 1,338,825 (284,507) (83,792) 6,224,353 76,430 6,300,783

 

(1)Correspond to the Voluntary reserve to maintain the Company's level of capital expenditures and its current solvency level.
(2)See Note 16 b).
(3)This operation represents a transaction between controlling and non-controlling stockholders related to the acquisition of 100% Adesol’s special purpose entities. See Note 1.a).

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

F-6

 

 

TELECOM ARGENTINA S.A.

 

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions of Argentine pesos in current currency – Note 1.d)

 

      Six month period
ended
  June 30,
  Note   2025 2024
CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES        
Net income (loss) for the period     (75,554) 1,197,930
Adjustments to reconcile net income to net cash flows provided by operating activities        
Allowances deducted from assets     68,262 42,257
Depreciation of PP&E 4   621,283 593,709
Amortization of intangible assets 5   91,461 68,525
Amortization of rights of use assets 6   116,089 115,118
Depreciation of Investment properties     2,610 -
Disposals of Fixed and intangible assets     5,769 950
Losses from associates and joint ventures 2   1,744 4,144
Financial results and others     215,685 (1,957,040)
Income tax expenses 8   34,473 504,015
Income tax paid     (5,215) (4,137)
Change in operating assets and liabilities, net of effects from purchase of controlled entity        
Decrease / (Increase) Trade receivables     (88,851) (217,364)
Decrease / (Increase) Other receivables     (53,920) (59,984)
Decrease / (Increase) Inventories     317 10,111
(Decrease) / Increase Trade payables     (107,352) 103,531
(Decrease) / Increase Salaries and social security payables     (28,980) 15,152
(Decrease) / Increase Other taxes payables     (63,404) 50,009
Increase Other liabilities and Provisions     (47,549) (8,708)
Total cash flows from operating activities     686,868 458,218
CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES        
Payments for PP&E     (409,457) (238,553)
Payments for intangible asset acquisitions     (52,373) (25,139)
Dividends received from associates     - 1,065
Proceeds from the sale of PP&E and intangible assets     14,580 3,975
Payments for acquisition of subsidiary, net of cash acquired 16   (1,140,955) (7,126)
Proceeds from DFI liquidations     2,285 1,124
Proceeds from sale of investments not considered as cash and cash equivalents     127,846 204,561
Payments for investments not considered as cash and cash equivalents     (51,200) (266,159)
Total cash flows used in investing activities     (1,509,274) (326,252)
CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES        
Proceeds from borrowings 7   2,531,849 368,264
Payment of borrowings 7   (1,323,128) (313,811)
Repurchase of Notes 7   (4,801) -
Payment of interests, DFI and related expenses 7   (323,074) (215,029)
Payments of leases liabilities     (90,149) (50,045)
Dividends paid to non-controlling interests in subsidiaries     (11,147) (11,053)
Total cash flows from (used in) financing activities     779,550 (221,674)
         
NET DECREASE IN CASH AND CASH EQUIVALENTS     (42,856) (89,708)
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR     366,376 400,456
NET FOREIGN EXCHANGE DIFFERENCES AND RECPAM ON CASH AND CASH EQUIVALENTS     7,432 (80,694)
CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD     330,952 230,054

 

F-7

 

 

TELECOM ARGENTINA S.A.

 

CONSOLIDATED STATEMENTS OF CASH FLOWS (Cont.)

(In millions of Argentine pesos in current currency – Note 1.d)

 

 

Main non-cash transactions from the consolidated statement of cash flows are the following:

 

  Classification of
activities
Six month period
ended
June 30,
Description   2025 2024
PP&E and intangible assets acquisition financed with accounts payable Investing - Operating 31,480 97,032
Right of use assets acquisition owed Investing – Financing 92,053 127,366
Trade payables cancelled with government bonds Investing – Operating - 15,926
Issuance costs payable Financing – Operating 1,389 -
Trade payables cancelled with borrowings Financing - Operating - 14,650
Dividend payable from subsidiaries Financing - Operating - 949
Dividends distribution from associates uncollected Investing - Operating - 99
Acquisition of companies and joint ventures financed by other liabilities Investing - Operating - 8,881
Other receivables offset with acquisition of companies and joint ventures Investing – Operating - 5,170

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

F-8

 

 

TELECOM ARGENTINA S.A.

 

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2025, AND 2024

(In millions of Argentine pesos in current currency, except as otherwise indicated)

 

INDEX

 

  Page
Note 1 – Basis of preparation of the unaudited condensed consolidated financial statements and significant accounting policies F-10
Note 2 – Cash and cash equivalents and Investments. F-18
Note 3 – Goodwill F-19
Note 4 – PP&E F-19
Note 5 – Intangible assets F-20
Note 6 – Right of use assets F-21
Note 7 – Borrowings F-21
Note 8 – Income tax and Deferred income tax assets/liabilities F-23
Note 9 – Provisions and allowances F-24
Note 10 – Additional information of financial assets and liabilities F-25
Note 11 – Purchase commitments F-27
Note 12 – Revenues F-27
Note 13 – Operating expenses F-27
Note 14 – Financial results F-28
Note 15 – Balances and transactions with Related parties F-28
Note 16 – Recent developments corresponding to the six-month period ended June 30, 2025 F-30
Note 17– Subsequent events to June 30, 2025 F-33

 

F-9

 

 

TELECOM ARGENTINA S.A.

 

NOTE 1 – BASIS OF PREPARATION OF THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AND SIGNIFICANT ACCOUNTING POLICIES

 

a)Basis of preparation and significant accounting policies

 

These unaudited condensed consolidated financial statements as of June 30, 2025, and for the six and three-month periods ended on June 30, 2025, have been prepared in accordance with IAS 34 “Interim Financial Reporting”.

 

Therefore, these financial statements do not include all the information required in an annual financial statement and, consequently, they must be read jointly with the annual financial statements as of December 31, 2024 included in form 20F 2024, which can be consulted at the Company´s website (https:// https://inversores.telecom.com.ar/en/quarterly-earnings.html). It should be noted that the annual financial statements have been measured in terms of current pesos as of December 31, 2024, applying the guidance in IAS 29. These unaudited condensed consolidated financial statements have been measured in terms of current pesos as of June 30, 2025, applying the guidance in IAS 29. (See Note 1.d).

 

We have not recast our annual financial statements to measure them in terms of current pesos as of June 30, 2025, the most recent financial period for which consolidated financial statements are available. Therefore, the annual financial statements and the unaudited condensed consolidated financial statements are not comparable.

 

These unaudited condensed consolidated financial statements were prepared following the same accounting policies as in the most recent annual financial statements, except for those policies incorporated due to the acquisition of TMA:

 

(i)measurement of financial assets: assets that are held for collection of contractual cash flows and for selling, where the assets’ cash flows represent solely payments of principal and interest, are measured at fair value through other comprehensive income. Movements in the carrying amount are taken through other comprehensive income, except for the recognition of impairment gains or losses, interest income and foreign exchange gains and losses, which are recognized in profit or loss, within “Other financial results, net”. When the financial asset is derecognized, the cumulative gain or loss previously recognized in other comprehensive income is reclassified from equity to profit or loss,
(ii)Investment properties, which is recorded initially at cost, and then at cost less accumulated depreciation, and comprise primarily land and buildings that are not occupied for its own operations, and the depreciation is calculated on a straight-line basis for the estimated useful life of 50 years, (calculated in accordance with technical studies, periodically reviewed) and
(iii)termination benefits plans: additionally to what is mentioned in Note 3.o) to the annual financial statements as of December 31, 2024, Telecom recognizes costs for a restructuring according to IAS 37 (i.e., it has a detailed formal plan for the restructuring, and it has raised a valid expectation in those affected that it will carry out the restructuring) and when involves the payment of terminations benefits. These termination benefit plans correspond to the TMA subsidiary and are recognized in the line “Salaries and social security payables” in the consolidated statements of financial position. In addition to the termination benefits plans in effect at the time of the acquisition of TMA, during the six- and three-month periods ending June 30, 2025 this subsidiary recognized a new restructuring plan, which had an impact of $52,314 million on results, recognized as “Employee benefit expenses and severance payments” for the six and three-month periods ended on June 30, 2025. The balance of the mentioned termination plan currently in execution amounted to $18,830 million as of June 30, 2025.

 

These unaudited condensed consolidated financial statements were prepared including in the consolidation process the following companies:

 

F-10

 

 

TELECOM ARGENTINA S.A.

 

Company Main activity Country Telecom
Argentina's
direct/indirect
interest in
capital stock
and votes
TMA(a) ICT Services and Audiovisual Communication Services Argentina 99.999625%
Micro Sistemas Services related to the use of electronic payment media Argentina 100.00%
Manda Holding Argentina 100.00%
RISSAU Broadcasting services Argentina 100.00%
Inter Radios Broadcasting services Argentina 100.00%
Pem Investment Argentina 100.00%
Cable Imagen Closed-circuit television Argentina 100.00%
Personal Smarthome Security solutions and services Argentina 100.00%
NYS2 ICT Services and Audiovisual Communication Services. Argentina 100,00%
TSMA Community Closed-Circuit Television Argentina 100.00%
Ubiquo Cybersecurity services and products Chile 95.00%
Núcleo Mobile telecommunications Services Paraguay 67.50%
Personal Envíos Mobile financial services Paraguay 67.50%
CrediPay Financial services Paraguay 67.50%
Televisión Dirigida Cable television services Paraguay 100.00%
Adesol (b) Holding Uruguay 100.00%
Opalker Cybersecurity, content platform and related services Uruguay 100.00%
Parklet (c) Development and provision of digital platforms Uruguay 51,00%
MFH Holding USA 100.00%
Naperville Holding USA 100.00%
Saturn Holding USA 100.00%
Telecom USA Telecommunication services USA 100.00%

(a)           Company acquired on February 24, 2025. See Note 16.

(b)           Adesol acquired 100% of the equity interests in the following companies incorporated in the Eastern Republic of Uruguay, which render subscription television services in various locations of 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. This acquisition was approved by the regulatory authority through Resolution No. 79 issued by the Ministry of Industry, Energy and Mining of Uruguay dated February 27, 2025, and published in the Official Gazette of the Eastern Republic of Uruguay on March 12, 2025.

(c)           Until May 19, 2025, Telecom Argentina indirectly held 100% of the company through Opalker. On May 19, 2025, Opalker transferred to the unrelated company “Tech-Co Enablers, LLC”, shares representing 49% of Parklet’s capital and voting rights. As a result, from that date, Opalker’s interest in Parklet is 51%. On the same date, the parties signed a shareholders’ agreement (“Agreement”) which sets forth, among other matters, the rights and obligations of both parties regarding their participation in the company. According 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, accounting for its investment as a joint venture from the date the share transfer transaction was completed, which value as of June 30, 2025, is $0.2 million.

 

The preparation of these unaudited condensed consolidated financial statements in accordance with IAS 34 requires that the Company's Management make estimates that affect the figures disclosed in the financial statements or its complementary information. Actual results may differ from these estimates.

 

These unaudited condensed consolidated financial statements are expressed in millions of Argentine pesos, on an accrual basis of accounting (except for the consolidated statement of cash flows), 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 June 30, 2025.

 

The figures as of December 31, 2024, and for the six and three-month periods ended on June 30, 2024, which are disclosed in these unaudited condensed consolidated financial statements for comparative purposes, are a result of restating the financial statements as of such dates to values in current currency as of June 30, 2025. This is as a consequence of the restatement process of the financial information described in point d).

 

As disclosed in Note 16.a) to these unaudited condensed consolidated financial statements, the Company has consolidated TMA as from February 24, 2025, and, therefore, the Company's financial statements as of June 30, 2025, and the results for the six and three-month periods ended June 30, 2025, are not comparable to the comparative information presented in these unaudited condensed consolidated financial statements.

 

These unaudited condensed consolidated financial statements as of June 30, 2025, were authorized for issuance and approved by resolution of the Board of Directors’ meeting held on August 11, 2025.

 

These unaudited condensed consolidated financial statements contain all disclosures required under IAS 34. Some additional disclosures required by the LGS and/or by the CNV have been also included.

 

F-11

 

 

TELECOM ARGENTINA S.A.

 

b)Segment information

 

The Executive Committee and the CEO have a strategic and operational vision of Telecom as a single business unit, according to the current regulatory context of the converged ICT Services industry (adding to the same segment both the activities related to the 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 (in current currency as of the date of each transaction), 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 the Company 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 are not allocated specifically to one of them.

 

Following the acquisition of TMA, dated February 24, 2025 (see Note 16), the Company identified a new reportable segment, “ICT Services provided in Argentina – TMA Networks” 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.

 

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– Telecom Networks" 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".

 

The Executive Committee and the CEO continue to monitor these businesses to evaluate the way 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 June 30, 2025, are the following:

 

-ICT Services provided in Argentina – Telecom Networks: Corresponds to the operations carried out by the Company and its subsidiaries located in Argentina (excluding TMA) engaged in the provision of ICT services.
-ICT Services provided in Argentina – TMA Networks: 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 aboard (Paraguay, USA, Uruguay and Chile) and b) the development of activities in the fintech industry, through the subsidiaries Micro Sistemas and Personal Envíos in Argentina and Paraguay, respectively.

 

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.

 

Presented below is the segment financial information as it is analyzed by the Executive Committee and the CEO for the six and three-month periods ended June 30, 2025 and 2024, respectively:

 

F-12

 

 

TELECOM ARGENTINA S.A.

 

Consolidated Income Statement for the six-month period ended June 30, 2025

 

 

  ICT Services provided in Argentina – ICT Services provided in Argentina – Other segments Eliminations Total
Telecom Network TMA Network
  Currency of
the
transaction
date
Inflation
restatement
In current
currency
Currency of
the
transaction
date
Inflation
restatement
In
current
currency
Currency of
the
transaction
date
Inflation
restatement
In
current
currency
Revenues 2,146,036 115,100 2,261,136 932,686 36,128 968,814 167,384 8,963 176,347 (49,293) 3,357,004
Operating costs without depreciation, amortization and impairment of Fixed and intangible assets                      
Employee benefit expenses and severance payments (508,352) (26,675) (535,027) (247,565) (5,432) (252,997) (14,549) (766) (15,315) - (803,339)
Fees for services, maintenance, materials and supplies (256,738) (27,745) (284,483) (118,175) (3,438) (121,613) (21,053) (1,146) (22,199) 3,212 (425,083)
Taxes and fees with the Regulatory Authority (179,564) (9,583) (189,147) (90,035) (2,488) (92,523) (7,089) (379) (7,468) - (289,138)
Commissions and advertising (88,750) (4,532) (93,282) (56,783) (1,458) (58,241) (32,022) (1,918) (33,940) 2,749 (182,714)
Programming and content costs (122,715) (6,485) (129,200) (17,738) (505) (18,243) (15,042) (792) (15,834) - (163,277)
Other operating costs without depreciation, amortization and impairment of Fixed and intangible assets (258,015) (26,214) (284,229) (183,077) (22,827) (205,904) (37,481) (2,018) (39,499) 43,332 (486,300)
Adjusted EBITDA 731,902 13,866 745,768 219,313 (20) 219,293 40,148 1,944 42,092 - 1,007,153
Depreciation, amortization and impairment of Fixed and intangible assets                     (831,126)
Operating income                     176,027
Losses from associates and joint ventures                     (1,744)
Financial results from borrowings                     (221,129)
Other financial results, net                     5,765
Loss before income tax                     (41,081)
Income tax expense                     (34,473)
Net loss                     (75,554)
                       
Attributable to:                      
Controlling Company                     (83,792)
Non-controlling interest                     8,238
                      (75,554)

 

F-13

 

 

TELECOM ARGENTINA S.A.

 

Consolidated Income Statement for the three-month period ended June 30, 2025

 

 

  ICT Services provided in Argentina – ICT Services provided in Argentina – Other segments Eliminations Total
Telecom Network TMA Network
  Currency of
the
transaction
date
Inflation
restatement
In current
currency
Currency of
the
transaction
date
Inflation
restatement
In
current
currency
Currency of
the
transaction
date
Inflation
restatement
In
current
currency
Revenues 1,117,314 17,319 1,134,633 700,476 19,823 720,299 89,430 1,567 90,997 (34,251) 1,911,678
Operating costs without depreciation, amortization and impairment of Fixed and intangible assets                    
Employee benefit expenses and severance payments (279,798) (4,783) (284,581) (204,073) (2,817) (206,890) (7,659) (115) (7,774) - (499,245)
Fees for services, maintenance, materials and supplies (132,288) (8,363) (140,651) (90,862) (1,796) (92,658) (10,824) (176) (11,000) 1,580 (242,729)
Taxes and fees with the Regulatory Authority (93,645) (1,450) (95,095) (68,276) (1,180) (69,456) (3,767) (60) (3,827) - (168,378)
Commissions and advertising (47,869) (717) (48,586) (44,203) (702) (44,905) (14,954) (225) (15,179) 1,530 (107,140)
Programming and content costs (64,581) (1,007) (65,588) (13,190) (232) (13,422) (8,003) (120) (8,123) - (87,133)
Other operating costs without depreciation, amortization and impairment of Fixed and intangible assets (135,829) (8,399) (144,228) (125,487) (19,364) (144,851) (20,563) (522) (21,085) 31,141 (279,023)
Adjusted EBITDA 363,304 (7,400) 355,904 154,385 (6,268) 148,117 23,660 349 24,009 - 528,030
Depreciation, amortization and impairment of Fixed and intangible assets                     (470,631)
Operating income                     57,399
Losses from associates and joint ventures                     (1,842)
Financial results from borrowings                     (311,912)
Other financial results, net                     (10,478)
Loss before income tax                     (266,833)
Income tax benefit                     92,472
Net loss                     (174,361)
                       
Attributable to:                      
Controlling Company                     (178,207)
Non-controlling interest                     3,846
                      (174,361)

 

F-14

 

 

TELECOM ARGENTINA S.A.

 

Consolidated Income Statement for the six-month period ended June 30, 2024

 

  ICT Services provided in Argentina – Telecom
Network
Other segments Eliminations Total
  Currency of the
transaction date
Inflation
restatement
In current
currency
Currency of the
transaction date
Inflation
restatement
In current
currency
Revenues 1,319,709 813,049 2,132,758 125,324 80,728 206,052 (14,706) 2,324,104
Operating costs without depreciation, amortization and impairment of Fixed and intangible assets                
Employee benefit expenses and severance payments (327,914) (203,581) (531,495) (11,216) (7,223) (18,439) - (549,934)
Fees for services, maintenance, materials and supplies (166,078) (128,637) (294,715) (16,835) (10,875) (27,710) 3,191 (319,234)
Taxes and fees with the Regulatory Authority (107,086) (65,739) (172,825) (4,543) (2,934) (7,477) - (180,302)
Commissions and advertising (48,355) (29,195) (77,550) (27,436) (17,302) (44,738) 1,460 (120,828)
Programming and content costs (68,356) (41,595) (109,951) (9,701) (10,548) (20,249) - (130,200)
Other operating costs without depreciation, amortization and impairment of Fixed and intangible assets (170,475) (132,443) (302,918) (24,638) (15,847) (40,485) 10,055 (333,348)
Adjusted EBITDA 431,445 211,859 643,304 30,955 15,999 46,954 - 690,258
Depreciation, amortization and impairment of Fixed and intangible assets         (776,833)
Operating loss           (86,575)
Losses from associates and joint ventures           (4,144)
Financial results from borrowings           1,564,261
Other financial results, net           228,403
Income before income tax           1,701,945
Income tax expense           (504,015)
Net income           1,197,930
                 
Attributable to:            
Controlling Company           1,187,416
Non-controlling interest           10,514
                1,197,930

 

F-15

 

 

TELECOM ARGENTINA S.A.

 

Consolidated Income Statement for the three-month period ended June 30, 2024

 

  ICT Services provided in Argentina – Telecom
Network
Other segments Eliminations Total
  Currency of the
transaction date
Inflation
restatement
In current
currency
Currency of the
transaction date
Inflation
restatement
In current
currency
Revenues 760,560 345,513 1,106,073 65,579 29,738 95,317 (7,836) 1,193,554
Operating costs without depreciation, amortization and impairment of Fixed and intangible assets                
Employee benefit expenses and severance payments (192,799) (87,749) (280,548) (5,841) (2,653) (8,494) - (289,042)
Fees for services, maintenance, materials and supplies (90,375) (52,288) (142,663) (8,768) (4,048) (12,816) 1,612 (153,867)
Taxes and fees with the Regulatory Authority (61,713) (28,031) (89,744) (2,364) (1,078) (3,442) - (93,186)
Commissions and advertising (28,309) (12,869) (41,178) (15,004) (6,758) (21,762) 807 (62,133)
Programming and content costs (40,307) (18,320) (58,627) (4,010) (5,646) (9,656) - (68,283)
Other operating costs without depreciation, amortization and impairment of Fixed and intangible assets (102,957) (62,771) (165,728) (12,992) (5,884) (18,876) 5,417 (179,187)
Adjusted EBITDA 244,100 83,485 327,585 16,600 3,671 20,271 - 347,856
Depreciation, amortization and impairment of Fixed and intangible assets         (391,207)
Operating loss         (43,351)
Losses from associates and joint ventures         (1,898)
Financial results from borrowings         245,382
Other financial results, net         37,443
Income before income tax         237,576
Income tax expense         (155,508)
Net income         82,068
                 
Attributable to:          
Controlling Company         76,134
Non-controlling interest         5,934
                82,068

 

F-16

 

 

TELECOM ARGENTINA S.A.

 

Additional required information is disclosed below:

 

  Three month period
ended
Six month period ended
June 30, June 30,
Revenues 2025 2024 2025 2024
Revenues from customers in Argentina 1,821,984 1,105,186 3,196,073 2,129,367
Revenues from foreign customers 89,694 88,368 160,931 194,737
  1,911,678 1,193,554 3,357,004 2,324,104
CAPEX        
CAPEX corresponding to the segment “ICT Services provided in Argentina – Telecom Network”     322,058 274,103
CAPEX corresponding to the segment “ICT Services provided in Argentina – TMA Network”     121,853 n/a
CAPEX corresponding to the segment “Other segments”     37,278 39,024
      481,189 313,127
         
      June 30, December 31,
Fixed and intangible assets     2025 2024
Fixed and intangible assets corresponding to the segment “ICT Services provided in Argentina – Telecom Network”     10,859,453 11,156,013
Fixed and intangible assets corresponding to the segment “ICT Services provided in Argentina – TMA Network”     1,431,251 n/a
Fixed and intangible assets corresponding to the segment “Other segments”     468,177 458,302
      12,758,881 11,614,315
Borrowings        
Borrowings corresponding to the segment “ICT Services provided in Argentina – Telecom Network”     4,377,108 3,258,185
Borrowings corresponding to the segment “ICT Services provided in Argentina – TMA Network”     5 n/a
Borrowings corresponding to the segment “Other segments”     39,287 54,311
      4,416,400 3,312,496

 

c)Net earnings per share

 

Basic earnings per share is calculated by dividing the net income attributable to the Controlling Company by the weighted average number of ordinary shares outstanding during the period. On the other hand, diluted earnings per share is computed by dividing the net income attributable to the Controlling Company for the period by the weighted average number of common shares issued and to be potentially issued at the end of the period. Since the Company has no dilutive potential common stock outstanding, basic and dilutive earnings per share amounts do not differ.

 

For the six and three-month periods ended June 30, 2025, and 2024, the weighted average number of shares outstanding amounted to 2,153,688,011.

 

d)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 June 30, 2025.

 

The table below shows the evolution of the indexes as of June 30, 2025, and 2024 and December 31, 2024 according to official statistics (INDEC) in accordance with Resolution No. 539/18 of the FACPCE and the devaluation of the Argentine peso vs. de US dollar for the same years / periods:

 

F-17

 

 

TELECOM ARGENTINA S.A.

 

  As of June 30,
2024
As of
December
31, 2024
As of June 30,
2025
       
National Consumer Price Index (National CPI) (December 2016=100) 6,351.7 7,694.0 8,855.6
       
Variation in prices      
Annual 271.5% 117.8% 39.4%
Accumulated six months 79.8% n/a 15.1%
Accumulated three months since March 2024/2025 18.6% n/a 6.0%
       
Banco Nación US$/$ exchange rate 912.0 1,032.0 1,205.0
       
Variation in the exchange rate      
Annual 255.3% 27.7% 32.1%
Accumulated six months 12.8% n/a 16.8%
Accumulated three months since March 2024/2025 6.3% n/a 12.2%

 

The Company followed the same restatement policies for items identified in the annual consolidated financial statements as of December 31, 2024.

 

e)New Standards and Interpretations issued by the IASB

 

New standards and amendments – applicable on January1, 2025

 

Standards and
amendments
Description Mandatory application date for
years beginning on or after
Amendments to IAS 21 Lack of Exchangeability: Evaluation 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 the Company.

 

NOTE 2 – CASH AND CASH EQUIVALENTS AND INVESTMENTS

 

    June 30, December 31,
Cash and cash equivalents   2025 2024
Cash and Banks (1)   109,233 140,134
Time deposits   92,027 120,822
Mutual funds   129,692 105,420
Total cash and cash equivalents   330,952 366,376

 

(1)As of June 30, 2025 and December 31, 2024 includes restricted funds for $8,032 million and $10,057 million, respectively, corresponding to the funds to be paid to clients.

 

Investments      
Current      
Government bonds and Notes at fair value through profit or loss   11,130 13,105
Government bonds and Notes at fair value through OCI   33,013 -
Mutual funds   814 23,747
Others investment at amortized cost   880 1,802
    45,837 38,654
Non- current      
Government bonds and Notes at fair value through OCI   17,295 -
Investments in associates and joint ventures (a)   13,409 15,662
Other investments   29 1
    30,733 15,663
Total investments   76,570 54,317

 

(a)Information on Investments in associates and joint ventures is detailed below:

 

F-18

 

 

TELECOM ARGENTINA S.A.

 

Financial position information:

 

Companies Nature of
relationship
Main activity Country Percentage of
capital
stock owned and
voting rights (%)
Valuation
as of
06.30.2025
Valuation
as of
12.31.2024
La Capital Cable (1) (2) Associate Closed-circuit television Argentina 50.00 5,581 5,422
OPH (1) Joint venture Holding USA 50.00 7,828 10,240
Total         13,409 15,662

(1)      Data about the issuer arises from extra-accounting information.

(2)      Direct and indirect interest.

 

The evolution of investments in associates and joint ventures is as follows:

 

  Balances as of
December 31, 2024
Earnings (loss) of the
period
Currency
translation
adjustments
Balances as of June
30, 2025
La Capital Cable 5,422 159 - 5,581
OPH 10,240 (1,899) (513) 7,828
  15,662 (*) (1,740) (513) 13,409

(*) In addition, a result of $(4) million corresponding to the sale of Parklet's equity stake in May 2025 was recognized (see Note 1.a).

 

  Balances as of
December 31,
2023
Dividends Earnings (loss) of
the period
Currency translation
adjustments
Balances as of
June 30, 2024
Ver TV 26,300 (563) (1,017) - 24,720
TSMA 9,560 (18) (217) - 9,325
La Capital Cable 5,634 (583) 35 - 5,086
OPH 18,175 - (2,945) (3,026) 12,204
  59,669 (1,164) (4,144) (3,026) 51,335

 

NOTE 3 – GOODWILL

 

Movements in Goodwill are as follows:

 

  June 30,
  2025 2024
At the beginning of the year 3,881,864 3,869,779
Increases - 21,101
Decreases (1) (4) -
Currency translation adjustments 3,417 (10,100)
At the end of the period 3,885,277 3,880,780

 

(1)Corresponds to the sale of Parklet's equity stake in May 2025.

 

NOTE 4 – PP&E

  June 30, December 31,
  2025 2024
PP&E 5,719,015 5,037,236
Allowance for obsolescence and impairment of materials (38,457) (37,132)
Accumulated impairment of others PP&E (15,469) (15,817)
  5,665,089 4,984,287

 

Movements in PP&E (without allowance for obsolescence and impairment of materials and accumulated impairment of others PP&E) are as follows:

 

F-19

 

 

TELECOM ARGENTINA S.A.

 

  June 30,
  2025 2024
At the beginning of the year 5,037,236 5,755,453
Acquisitions through business combination (*) 868,422 2,546
CAPEX 430,744 289,612
Currency translation adjustments 4,945 (170,459)
Net carrying value of decreases (951) (537)
Reclassified to Assets classified as held for sale (**) (98) (2,483)
Depreciation of the period (621,283) (593,709)
At the end of the period 5,719,015 5,280,423

 

(*) For June 30, 3025, it corresponds to the acquisition of TMA (see Note 16). For June 30, 2024, it corresponds to the acquisition of Naperville.

(**) Corresponds to properties that the Company has considered available for sale and meet the requirements of IFRS 5 for their classification.

 

Movements in the allowance for obsolescence and impairment of materials are as follows:

 

  June 30,
  2025 2024
At the beginning of the year (37,132) (55,123)
(Increases)/Decreases (1,303) 9,198
Currency translation adjustments (22) 534
At the end of the period (38,457) (45,391)

 

Movements in the accumulated impairment of others PP&E are as follows:

 

  June 30,
  2025 2024
At the beginning of the year (15,817) (6,214)
Decreases 348 558
At the end of the period (15,469) (5,656)

 

NOTE 5 – INTANGIBLE ASSETS

 

  June 30, December 31,  
  2025 2024  
Intangible assets 2,569,533 2,267,701  
Impairment allowance (85,030) (85,030)  
  2,484,503 2,182,671  

 

Movements in Intangible assets (without considering the impairment allowance) are as follows:

 

  June 30,  
  2025 2024  
At the beginning of the year 2,267,701 2,356,869  
Acquisitions through business combination (*) 342,750 -  
CAPEX 50,445 23,515  
Currency translation adjustments 98 (8,792)  
Amortization of the period (91,461) (68,525)  
At the end of the period 2,569,533 2,303,067  

 

(*) See Note 16.

 

The evolution of the provision for impairment of intangible assets is as follows:

 

  June 30,  
  2025 2024  
At the beginning of the year (85,030) (85,011)  
Increases - -  
At the end of the period (85,030) (85,011)  

 

F-20

 

 

TELECOM ARGENTINA S.A.

 

NOTE 6 – RIGHT OF USE ASSETS

 

Movements in right of use assets are as follows:

 

  June 30,
  2025 2024
At the beginning of the year 565,493 540,608
Acquisitions through business combination (*) 134,547 -
Increase 92,053 127,366
Net carrying value of decreases (4,818) (413)
Currency translation adjustments 324 (16,277)
Amortization of the period (116,089) (115,118)
At the end of the period 671,510 536,166

 

(*) See Note 16.

NOTE 7 – BORROWINGS

 

    June 30, December 31,
Current   2025 2024
 Bank overdrafts – principal   316,754 142,083
 Bank and other financial entities loans – principal   145,872 162,662
 Notes – principal   594,379 748,922
 Loans for purchase of equipment   11,082 7,412
 Interest and related expenses   303,886 173,613
    1,371,973 1,234,692
Non-current      
 Notes – principal   1,779,487 1,501,549
 Bank and other financial entities loans – principal   374,771 156,715
 Loans for purchase of equipment   14,239 9,124
 Interest and related expenses   875,930 410,416
    3,044,427 2,077,804
Total borrowings   4,416,400 3,312,496

 

Movements in Borrowings are as follows:

 

  Cash items Non-cash items Total
 
At the beginning of the year     3,312,496
Proceeds from borrowings – principal 2,330,382 1 2,330,383
Issuance costs payable - (1,389) (1,389)
Payment of borrowings – principal (1,322,855) - (1,322,855)
Repurchase of Notes (4,801) - (4,801)
Payment of interests and related expenses (321,693) - (321,693)
Payment of DFI (1,381) - (1,381)
Proceed from bank overdrafts net of payment (*) 201,194 - 201,194
Accrued interest and other financial cost - 129,386 129,386
Foreign currency exchange gains - 94,399 94,399
Currency translation adjustments - 661 661
Total at 06.30.25 880,846 223,058 4,416,400

 

F-21

 

 

TELECOM ARGENTINA S.A.

 

  Cash items Non-cash items Total
 
At the beginning of the year     5,333,844
Proceeds from borrowings – principal 93,181 14,650 107,831
Payment of borrowings – principal (313,797) - (313,797)
Payment of interests and related expenses (214,000) - (214,000)
Payment of DFI (1,029) - (1,029)
Proceed from bank overdrafts net of payment (*) 275,069 - 275,069
Accrued interest and other financial cost - 179,185 179,185
Foreign currency exchange gains - (1,742,121) (1,742,121)
Currency translation adjustments - (50,262) (50,262)
Total at 06.30.24 (160,576) (1,598,548) 3,574,720

 

(*) Includes $(273) million and $(14) million as of June 30, 2025 and 2024, respectively, related to payment of bank overdrafts.

 

Recent developments of Borrowings for the six-month period ended June 30, 2025, are detailed below:

 

a)Notes

 

Series Currency

Amount
involved

(in millions)

Issuance
date
Maturity
date
Amortization Interest rate Interest
payment
date
24 US$ 800(1) May 28, 2025 May 28, 2033

In two installments:

(i) 50% in 05/2032 and

(ii) 50% in 05/2033

9.25%

Semiannual

basis

 

(1)The Company issued Notes for a nominal value of US$800 million. Since the issuance was made below par, the amount involved was US$789 million and the Company received net proceeds of US$785 million (equivalent to $925,109 million in current currency as of June 30, 2025), which were used to prepay part of the loans obtained for the acquisition of TMA.

 

b)Bank and other financing entities loans

 

Loans related to the acquisition of TMA

 

The acquisition of TMA, described in Note 16, was financed through two loans totaling US$1,170 million (net of issuance costs US$ 1,142 million, equivalent to $ 1,364,891 million in current currency as of June 30, 2025).

 

Its main characteristics are:

 

Entities Currency Principal
residual
nominal value
Residual
Nominal Capital
Maturity date Amortization Interest
rate
Spread Interest
payment
date
(in millions) (in millions)
Syndicated loan (1) US$ 970 320 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$ 200 66 Between 02/2028 and 02/2030 Semiannually from 02/2028 Variable annual rate: SOF 3 months 4.00% 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.

 

On May 29, 2025 the Company applied proceeds from Notes Series 24 to: (i) prepay a principal amount equal to US$650 million and interest equal US$0.3 million under the Syndicated Loan (equivalent to $782,177 million in current currency as of June 30, 2025) and, (ii) prepay a principal amount equal to US$134 million and interest equal to US$0.1 million under the Bilateral Loan (equivalent to $161,002 million in current currency as of June 30, 2025). As of June 30, 2025 the outstanding balance of these loans amounts to $433,897 million.

 

These loans establish, among other provisions, the obligation to comply with certain financial ratios, which are calculated based on contractual definitions, on a quarterly basis, along with the presentation of the Company’s consolidated financial statements: i) “Net Debt/EBITDA” and ii) “EBITDA/Interest Net”.

 

F-22

 

 

TELECOM ARGENTINA S.A.

 

c)Compliance with covenants

 

As of the date of issuance of these unaudited condensed consolidated financial statements, the Company complies with: a) the EBITDA/ Interest Net ratio and b) the Net Debt/EBITDA ratio established in the loan agreements in force as of June 30, 2025, and is also in compliance with the rest of the covenants established.

 

NOTE 8 – INCOME TAX AND DEFERRED INCOME TAX ASSETS/LIABILITIES

 

Movements in income tax liabilities are as follows:

 

  June 30,
  2025 2024
At the beginning of the year (5,248) (3,915)
Current income tax expense (223,343) (7,721)
Payments 5,215 4,137
RECPAM and currency translation adjustments 21,480 1,916
Income tax withholdings 57,802 180
At the end of the period (144,094) (5,403)

 

Movements in Deferred Income tax assets/(liabilities), net are as follows:

 

  June 30,
  2025 2024
At the beginning of the year (1,585,745) (1,121,176)
Increases in Deferred tax 188,870 (496,294)
Currency translation adjustments 132 (5,319)
Other comprehensive income (311) (488)
Acquisitions through business combination (*) 343,912 -
Other - (298)
At the end of the period (1,053,142) (1,623,575)
     
Net deferred tax assets 366,099 29,144
 Net deferred tax liabilities (1,419,241) (1,652,719)

(*) See Note 16.

 

As of June 30, 2025, Telecom and some subsidiaries have cumulative tax loss carryforwards of $172,761 million, that represents a deferred tax asset of $60,169 million.

 

Income tax expense differed from the amounts computed by applying the statutory income tax rate of each company to pre-tax income as a result of the following:

 

  June 30,
2025 2024
  Profit (loss)
Income (expenses) before income tax (41,081) 1,701,945
Non-taxable items – Losses from associates and joint ventures 1,744 4,144
Non-taxable items – Other (16,917) (2,597)
Restatement in current currency of Equity, goodwill and other 450,253 966,544
Subtotal 393,999 2,670,036
Average statutory income tax rate 33.10% 34.69%
Income tax expense at statutory tax rate of each company (130,428) (926,223)
Deferred tax liability restatement in current currency and other 294,043 1,268,391
Income tax inflation adjustment (196,330) (845,463)
Income tax on cash dividends of foreign companies (1,758) (720)
Income tax expense (*) (34,473) (504,015)
     
Current tax (223,343) (7,721)
Deferred tax 188,870 (496,294)
Income tax expense (34,473) (504,015)

 

(*) Includes $(485) million and $3,780 million for the six-month periods ended June 30, 2025 and 2024, respectively, corresponding to adjustments made in the respective 2024 and 2023 tax returns. It also includes $298 million for the six-month period ended June 30, 2024, related to a creditable withholding originated in the subsidiary MFH, which is not an income tax liable entity.

 

F-23

 

 

TELECOM ARGENTINA S.A.

 

NOTE 9 – PROVISIONS AND ALLOWANCES

 

The evolution of the allowances deducted from the asset (excluding PP&E and intangible assets) is detailed below:

 

  Trade receivables Other receivables Inventories
  06.30.25 06.30.24 06.30.25 06.30.24 06.30.25 06.30.24
At the beginning of the year (109,028) (88,033) (1,553) (4,396) (8,959) (3,426)
(Increases) (66,223) (49,192) (152) (514) (932) (2,307)
Acquisitions through business combination (*) (113,385) - - - - -
Uses and others 23,755 (1,200) - - 556 177
RECPAM and currency translation adjustments 24,951 47,401 94 1,969 (2) -
At the end of the period (239,930) (91,024) (1,611) (2,941) (9,337) (5,556)

 

(*) See Note 16.

The evolution of provisions as of June 30, 2025, and 2024 is as follows:

 

  Legal Claims and
contingent liabilities
Asset retirement
obligations
Total provisions
  06.30.25 06.30.24 06.30.25 06.30.24 06.30.25 06.30.24
Current provisions            
At the beginning of the year 4,470 13,384 - - 4,470 13,384
Acquisitions through business combination (*) 13,279 - 3,552 - 16,831 -
Increases - Principal 350 238 - - 350 238
Payments (23,503) (14,480) - - (23,503) (14,480)
Reclassifications 33,667 15,013 7,452 - 41,119 15,013
RECPAM, currency translation adjustments and others 6,393 (4,778) (85) - 6,308 (4,778)
Total current provisions 34,656 9,377 10,919 - 45,575 9,377
             
Non-current provisions            
At the beginning of the year 26,252 32,099 34,577 33,360 60,829 65,459
Acquisitions through business combination (*) 169,196 - 52,919 - 222,115 -
Capital - Other operating costs, net 14,964 9,870 - - 14,964 9,870
Capital - Right-of-use assets - - 8,459 18,742 8,459 18,742
Increase - Other interest, net 29,454 10,143 4,649 - 34,103 10,143
Payments (63) (39) (1,023) - (1,086) (39)
Reclassifications (33,667) (15,013) (7,452) - (41,119) (15,013)
RECPAM, currency translation adjustments and others (25,027) (9,231) (10,303) (16,491) (35,330) (25,722)
Total non-current provisions 181,109 27,829 81,826 35,611 262,935 63,440

 

(*) See Note 16.

TMA is subject to various lawsuits and claims in labor, tax, regulatory, and other matters, considered in the course of its ordinary business. Information on legal claims and contingent liabilities by their nature is detailed below:

 

   
Labor contingencies 140,567
Tax contingencies 5,315
Civil and regulatory contingencies 36,593
Total 182,475

 

Labor contingencies mainly derive from:

·Joint and several liabilities in labor matters;
·Occupational accidents and diseases; and
·Salary differences and other compensation payments.

 

Tax contingencies mainly derive from claims from ARCA, provincial tax authorities and municipalities. In this case, they primarily relate to:

·Municipal fees; and
·National and provincial taxes.

 

F-24

 

 

TELECOM ARGENTINA S.A.

 

Civil and regulatory contingencies relate to civil, commercial, administrative litigation, regulatory, and other matters. In this case, they primarily relate to:

·damages;
·regulatory claims;
·claims relating to accountability; and
·fines imposed by regulatory authorities.

 

Given the nature of the risks covered by these provisions, it is not possible to precisely determine the probable dates of potential payments.

 

In addition to the aforementioned contingencies, there are other claims filed against TMA by different customer associations related to the industry and market common issues, some of which are in their initial stages. Considering the time elapsed since the acquisition, these claims are being analysed for the purpose of making an appropriate estimation and valuation to be considered in the final allocation of the PPA within the timeframes provided by IFRS 3, given that these estimations involve significant judgments that require more time and additional information for their final allocation. However, based on this preliminary assessment, the final impact of these contingencies, if they occur, is not expected to significantly affect the Company's financial position, results of operation or liquidity.

 

NOTE 10 – ADDITIONAL INFORMATION OF FINANCIAL ASSETS AND LIABILITIES

 

Financial assets and liabilities denominated in foreign currencies

 

Financial assets and liabilities denominated in foreign currencies as of June 30, 2025, and December 31, 2024 are the following:

 

  06.30.2025 12.31.2024
  In equivalent millions of Argentine pesos
Assets 464,701 409,138
Liabilities (4,715,823) (3,024,694)
Net Liabilities (4,251,122) (2,615,556)

 

Offsetting of financial assets and financial liabilities

 

The following table presents financial assets and liabilities that are offset as of June 30, 2025, and December 31, 2024:

 

  As of June 30, 2025
  Trade
receivables
Other
receivables
Trade
payables
Other
liabilities
Current and non-current assets (liabilities) - Gross value 732,773 51,099 (957,344) (13,748)
Offsetting (3,764) (3,613) 3,764 3,613
Current and non-current assets (liabilities) – Book value 729,009 47,486 (953,580) (10,135)

 

 

  As of December 31, 2024
  Trade
receivables
Other
receivables
Trade
payables
Other
liabilities
Current and non-current assets (liabilities) - Gross value 360,092 26,964 (549,702) (24,259)
Offsetting (18,917) (4,089) 18,918 4,089
Current and non-current assets (liabilities) – Book value 341,175 22,875 (530,784) (20,170)

 

Fair value hierarchy and other disclosures

 

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.
-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.

 

F-25

 

 

TELECOM ARGENTINA S.A.

 

Financial assets and liabilities recognized at fair value as of June 30, 2025, and December 31, 2024, and the level of hierarchy are listed below:

 

As of June 30, 2025 Level 1 Level 2 Total
Assets      
Current Assets      
Mutual Funds (1) (2) 133,718 - 133,718
Government bonds (1) (2) 44,143 - 44,143
Other receivables: Compensation received for company acquisitions (3) - 1,169 1,169
Other receivables: DFI (4) - 377 377
Non-current Assets      
Government bonds (1) - 17,295 17,295
Other receivables: Compensation received for company acquisitions (3) - 2,068 2,068
Total assets 177,861 20,909 198,770
Liabilities      
Current Liabilities      
Other liabilities: Debt for acquisition of NYSSA (3) - 625 625
Total liabilities - 625 625

 

As of December 31, 2024 Level 1 Level 2 Total
Assets      
Current Assets      
Mutual Funds (1) (2) 107,222 - 107,222
Government bonds (1) (2) 13,105 - 13,105
Other receivables: Compensation received for company acquisitions (3) - 1,242 1,242
Non-current Assets      
Other receivables: Compensation received for company acquisitions (3) - 2,782 2,782
Total assets 120,327 4,024 124,351
Liabilities      
Current Liabilities      
Other liabilities: Debt for acquisition of NYSSA (3) - 740 740
Non-current Liabilities      
Other liabilities: Debt for acquisition of NYSSA (3) - 692 692
Total liabilities - 1,432 1,432

 

(1)The Mutual funds are included in Cash and cash equivalents, Investments and Guarantee of financial operations included in Other receivables. 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 period-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)DFI for forward purchases of US dollars, calculated by the variation between the market prices at the end of the period and the time of agreement.

 

In relation to the fair values set forth above, as of June 30, 2025, there were no changes in the methods and assumptions used with respect to what was reported in Note 22 to the consolidated financial statements as of December 31, 2024.

 

The Company also has certain financial instruments that are not measured at fair value for which the book value approximates their fair value, except for:

 

Borrowings

 

As of June 30, 2025, the fair value of borrowings is as follows:

 

  Carrying Value Fair Value
     
Notes 3,328,903 3,238,817
Other borrowings 1,087,497 1,137,137
  4,416,400 4,375,954

 

F-26

 

 

TELECOM ARGENTINA S.A.

 

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)For 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.

 

NOTE 11 – PURCHASE COMMITMENTS

 

As of June 30, 2025 and December 31, 2024, the Company has entered into various purchase commitments with domestic and from abroad amounting to approximately $1,075,487 million and $1,141,270 million, respectively (of which $249,775 million and $348,775 million corresponds to Fixed and intangible assets commitments, respectively). These purchase commitments include those that contain “take or pay” clauses, which force the buyer to purchase a quantity of a product or service in a period, usually annually, or, alternatively, to pay that amount even if it has not been taken or accepted to receive it.

 

NOTE 12 – REVENUES

   Three month period ended  Six month period ended 
   June 30,  June 30, 
   2025  2024  2025  2024 
Mobile Services  947,429  477,381  1,604,897  937,473 
Internet Services  402,750  304,280  744,556  582,878 
Cable Television Services  203,643  171,213  386,699  338,872 
Fixed and Data Services  230,482  150,277  394,652  308,555 
Other services revenues  13,909  11,781  30,182  24,734 
Subtotal services revenues  1,798,213  1,114,932  3,160,986  2,192,512 
Equipment revenues  113,465  78,622  196,018  131,592 
Total Revenues  1,911,678  1,193,554  3,357,004  2,324,104 

 

NOTE 13 – OPERATING EXPENSES

 

The main components of the operating expenses are the following:

 

   Three month period ended  Six month period ended 
   June 30,  June 30, 
   2025  2024  2025  2024 
Cost of equipment  Profit/(loss) 
Inventory balance at the beginning of the year (*)   (137,964)   (77,936)   (78,528)   (82,451) 
Plus:                 
Acquisitions through business combinations (**)   -   -   (68,015)   - 
Purchases   (80,829)   (53,749)   (133,995)   (92,597) 
Other   1,459   3,787   2,772   7,713 
Less:                 
Inventory balance at the end of the period (*)   129,840   64,377)   129,840   64,377 
    (87,494)   (63,521)   (147,926)   (102,958)

(*) Without considering allowance for obsolescence.

(**) See Note 16.

 

Operating expenses disclosed by function of expense amounted to $3,180,977 million and $2,410,679 million for the six-month period ended June 30, 2025, and 2024, respectively are as follows:

 

F-27

 

 

TELECOM ARGENTINA S.A.

 

 

Concept  Operating
costs
   Administration
costs
   Commercialization
costs
   Other
expenses
  Total
06.30.25
   Total
06.30.24
 
Employee benefit expenses and severance payments  (428,811)   (139,924)   (234,604)   -  (803,339)   (549,934) 
Interconnection costs and transmission costs  (94,450)   -   -   -  (94,450)   (74,385) 
Fees for services, maintenance, materials and supplies  (148,942)   (94,260)   (181,881)   -  (425,083)   (319,234) 
Taxes and fees with the Regulatory Authority  (286,539)   2,342   (4,941)   -  (289,138)   (180,302) 
Commissions and advertising  -   -   (182,714)   -  (182,714)   (120,828) 
Cost of equipment and handsets  (147,926)   -   -   -  (147,926)   (102,958) 
Programming and content costs  (163,277)   -   -   -  (163,277)   (130,200) 
Bad debt expenses  -   -   (66,223)   -  (66,223)   (49,192) 
Other operating expenses, net  (114,706)   (35,632)   (27,363)   -  (177,701)   (106,813) 
Depreciation, amortization and impairment of Fixed and intangible assets  (696,290)   (87,614)   (47,539)   317  (831,126)   (776,833) 
Total as of 06.30.25  (2,080,941)   (355,088)   (745,265)   317  (3,180,977)     
Total as of 06.30.24  (1,592,380)   (309,564)   (509,254)   519      (2,410,679) 

 

NOTE 14 – FINANCIAL RESULTS

 

   Three month period ended   Six month period ended 
   June 30,   June 30, 
   2025   2024   2025   2024 
Interests on borrowings (*)  (78,869)   (30,475)   (130,919)   (74,063) 
Remeasurement in borrowings (**)  (4,769)   (54,406)   1,533   (103,189) 
Foreign currency exchange gains (losses) on borrowings (***)  (228,274)   330,263   (91,743)   1,741,513 
Total financial results from borrowings  (311,912)   245,382   (221,129)   1,564,261 
Fair value gains (losses) on financial assets at fair value through profit or loss  (28,647)   18,268   (30,730)   (21,020) 
Other foreign currency exchange gains  5,502   49,724   19,957   211,153 
Other interests, net  25,125   2,311   20,434   11,462 
Other taxes and bank expenses  (32,632)   (42,752)   (52,803)   (68,575) 
Financial expenses on pension benefits  (2,008)   (927)   (3,159)   (2,107) 
Financial discounts on assets, debts and others  (2,818)   (10,071)   (8,999)   (10,515) 
RECPAM  25,000   20,890   61,065   108,005 
Total other financial results, net  (10,478)   37,443   5,765   228,403 
Total financial results, net  (322,390)   282,825   (215,364)   1,792,664 

 

(*) Includes $1,933 million corresponding to net income generated by DFI for the six-month period ended June 30, 2024. Includes $841 million corresponding to net income generated by DFI for the three-month period ended June 30, 2024.

(**) Related to Notes issued in UVA.

(***) Include $2,656 million and $(608) million corresponding to net exchange differences generated by DFI for the six-month periods ended June 30, 2025, and 2024, respectively. Include $2,542 million and $793 million corresponding to net exchange differences generated by DFI for the three-month periods ended June 30, 2025, and 2024, respectively.

 

NOTE 15 - BALANCES AND TRANSACTIONS WITH RELATED PARTIES

 

a)Controlling Company

 

CVH is the controlling company of Telecom Argentina.

 

F-28

 

 

TELECOM ARGENTINA S.A.

 

b)Balances with Related parties

 

·Associates and joint venture

 

CURRENT ASSETS     June 30,   December 31, 
Trade receivables     2025   2024 
OPH  Joint venture   61    53 
       61    53 

 

CURRENT LIABILITIES     June 30,   December 31, 
Trade payables     2025   2024 
La Capital Cable  Associate   199    238 
OPH  Joint venture   5    548 
       204    786 
Other liabilities             
OPH  Joint venture   -    3,466 
       -    3,466 
              
NON - CURRENT LIABILITIES             
Other liabilities             
OPH  Joint venture   -    3,172 
       -    3,172 

 

·Other Related parties

 

CURRENT ASSETS  June 30,   December 31, 
Trade receivables  2025   2024 
Other related parties   2,666    2,158 
    2,666    2,158 
Other receivables          
Other related parties   742    730 
    742    730 
CURRENT LIABILITIES          
Trade payables          
Other related parties   13,228    13,977 
    13,228    13,977 
Dividends payable          
Other related parties   799    - 
    799    - 

 

c)Transactions with Related parties

 

·Associates and joint ventures

 

   Transaction  Kind of related
party
  Six-month period
ended June 30,
 
         2025   2024 
         Profit (loss) 
         Revenues 
La Capital Cable  Services revenues and other revenues  Associate   64    120 
Ver TV  Services revenues and other revenues  Associate   -    49 
OPH  Services revenues and other revenues  Joint venture   288    198 
          352    367 
          Operating costs 
La Capital Cable  Fees for services  Associate   (1,017)   (602)
          (1,017)   (602)

 

F-29

 

 

TELECOM ARGENTINA S.A.

 

·Other Related parties

 

    Transaction   Six-month period
ended June 30,
 
        2025     2024  
        Profit (loss)  
        Revenues  
Other related parties   Services and advertising revenues     3,517       3,428  
          3,517       3,428  

 

      Operating costs
Other related parties  Programming costs   (20,691)   (20,544)
Other related parties  Editing and distribution of magazines   (1,834)   (2,575)
Other related parties  Advisory services   (5,454)   (3,308)
Other related parties  Advertising purchases   (962)   (698)
Other related parties  Other purchases and commissions   (6,206)   (1,850)
       (35,147)   (28,975)

 

The transactions discussed above were made on an arm length transaction basis. When Telecom’s transactions represented more than 1% of its total shareholders’ equity, they were approved according to Law No. 26,831, the Bylaws and the Executive Committees’ Faculties and Performance Regulation.

 

NOTE 16 – RECENT DEVELOPMENTS CORRESPONDING TO THE SIX-MONTH PERIOD ENDED JUNE 30, 2025

 

a)Business combination: “Acquisition of TMA”

 

On February 24, 2025 (the “Acquisition Date”), the Company acquired 86,460,983,849 common shares of TMA, representing 99.999625% of its capital stock, acquiring control. TMA is a company incorporated in the Republic of Argentina, providing mobile and fixed telephony, fixed broadband, and video services on a national scale 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.

 

The contractual purchase price for this transaction was US$1,245 million ($1,452,434 million in current currency as of June 30, 2025), which was settled in the following manner: (a) by assuming a debt owed by the seller to TMA in the amount of US$126 million ($146,890 million in current currency as of June 30, 2025); and (b) as consideration transferred (“consideration paid”), pursuant to IFRS 3, the remaining balance of US$1,119 million ($1,305,544 million in current currency as of June 30, 2025), which was paid in cash using funds obtained from two loans (See Note 7).

 

The assets and liabilities in millions recognized as a result of the acquisition are as follows:

 

F-30

 

 

TELECOM ARGENTINA S.A.

 

   (In current currency at the
acquisition date)
  (In current currency as of
June 30, 2025)
Cash and cash equivalents  149,678  164,589
Investment  88,434  97,248
Trade receivables  335,696  369,152
Other receivables  69,289  76,195
Inventories  61,851  68,015
Assets classified as held for sale  2,366  2,602
Deferred income tax assets  313,988  343,912
PP&E  797,587  868,422
Intangible assets  311,686  342,750
Right of use assets  137,014  150,669
Investment properties  52,764  58,023
Trade payables  (430,015)  (462,862)
Salaries and social security payables  (139,583)  (153,494)
Other taxes payables  (193,325)  (212,592)
Leases liabilities  (106,991)  (117,654)
Other liabilities  (45,920)  (50,485)
Provisions  (217,291)  (238,946)
Net identifiable assets acquired  1,187,228  1,305,544

 

The preliminary fair value of the acquired trade receivables is $369,152 million in current currency as of June 30, 2025. The gross contractual amount for trade receivables due is $482,537 million, with a loss allowance of $113,385 million recognized on acquisition.

 

The Company's management conducted a preliminary assessment of the PPA. It should be noted that this is a preliminary assessment, since the valuation of certain assets and liabilities involves significant judgments that require additional time and information. Therefore, as of the date of these unaudited condensed consolidated financial statements, no goodwill has been recognized. Once the PPA determination is completed, within the timeframes provided for by IFRS 3, any resulting effects will be recognized.

 

Impact on Operations for the period

 

The acquired business generated revenues from ordinary activities in the amount of $968,814 million and net loss in the amount of $13,761 million from the acquisition date to June 30, 2025. 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 $1,452,096 million and $105,220 million, respectively, (not including the effect of any reciprocal operations that may exist).

 

Regulatory Impact of the Acquisition

 

As of the date of these unaudited condensed consolidated financial statements, the Company has duly submitted the required filings in connection with the acquisition of TMA and has initiated the necessary proceedings before CNDC and ENACOM in order to obtain, respectively, the approval of the Argentine Secretariat of Industry and Trade (or any successor authority acting as the enforcement authority of Law No. 27,442) for the economic concentration resulting from the acquisition of TMA, and the approval of ENACOM for the change of control. The filing with CNDC was made on March 3, 2025, and the filing with ENACOM was made on March 7, 2025, in both cases in accordance with the applicable regulatory framework.

 

F-31

 

 

TELECOM ARGENTINA S.A.

 

Both administrative proceedings are currently pending. On March 21, 2025, a Resolution has been issued by the Secretariat of Industry and Trade, whereby it ordered, as a provisional measure pursuant to Article 44 of Law No. 27,442, that, for a period of six months or until the Secretariat of Industry and Trade issues a decision regarding the approval, approval subject to conditions, or denial of the authorization of the transaction pursuant to Article 14 of such law, whichever occurs first, the Company must refrain from carrying out any legal, corporate and/or commercial acts that would directly or indirectly result in the integration or consolidation of TMA’s business with that of the Company. This includes any initiative aimed at unifying or integrating the personnel of TMA and the Company, as well as any exchange of competitively sensitive information with TMA, such as pricing and pricing strategies, costs and margins, business plans and commercial strategies, customer and supplier information, investment plans, among others. The Company must also comply with the reciprocal infrastructure sharing agreements entered into by the Company and TMA prior to the acquisition. The Resolution does not alter the manner in which the Company and TMA operate, since the Acquisition Date, as they continue to be companies that conduct their business independently, and each has its own Board of Directors and management.

 

On April 6, 2025, the Company appealed this resolution before the Secretary of Industry and Commerce and the CNDC. The Company has also appealed the note of the Secretary of Industry and Commerce dated March 27, 2025, addressed to the CNDC, through which a monitoring agent of the Company and TMA was appointed. On June 5, 2025, the Company 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 Company’s appeal, 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, the Company was notified of a Resolution of the Secretary of Industry and Commerce, through which, the Company was notified of the technical report issued by the CNDC, which constitutes the objection report under Article 14 of Law No. 27,442.

 

This report does not represent a final resolution or the imposition of sanctions. Instead, it represents a procedural stage affording the parties the opportunity to exercise their right of defense, submit responses, or propose commitments to mitigate possible anticompetitive consequences.

 

Pursuant to the aforementioned resolution, the Secretary of Industry and Commerce granted the Company 15 days to submit any comments it deems appropriate regarding the preliminary objection report issued by the CNDC; and/or propose remedies it deems appropriate to mitigate the competitive effects outlined in the objection report. The Secretary also called for a special hearing to consider any such measures proposed by the Company, with the date to be set by the CNDC in due course.

 

The Company believes that the objection report was issued and notified prematurely, at too early a stage of the process, without all the necessary and/or relevant information and before all the relevant procedures set forth by Law No. 27,442 were completed. The Company does not agree with the preliminary conclusions expressed in the objection report and has focused on analyzing all CNDC statements therein and submitting all presentations and technical data it deemed appropriate in response to the report (including information incorporated into Form F2, which was submitted by the Company recently and is pending analysis by the CNDC).

 

On August 5, 2025, the Company duly and timely responded 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, the Company expressed its willingness to consider potential commitments to address the provisional concerns outlined in the Preliminary Objection Report, which, if accepted by the CNDC and implemented by the Company, could constitute feasible remedies.

 

The Company believes that, under reasonable and normal market conditions, none of these proposed remedies would have a material adverse effect on the Company’s business or impair its ability to service its financial obligations.

 

The Company 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.

 

There can be no assurance regarding the outcome of the post closing review of the Acquisition by regulatory authorities, even though, the Company, together with its legal advisors, has strong arguments to support its position.

 

F-32

 

 

TELECOM ARGENTINA S.A.

 

b)Provisions of the Telecom Ordinary and Extraordinary Shareholders’ meeting

 

At the Ordinary and Extraordinary Shareholders’ Meeting held on April 25, 2025, the shareholders of Telecom decided, among other:

 

(i)To approve the Board of Directors’ proposal stated in current currency as of June 30, 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 $1,165,244 million in current currency as of June 30, 2025: (a) allocate the amount of $56,686 million in current currency as of June 30, 2025 to “Legal Reserve”; (b) allocate the amount of $1,108,558 million in current currency as of June 30, 2025 to “Voluntary reserve to maintain the Company's level of capital expenditures and its current solvency level”; (c) to reclassify the amount of $104,231 million in current currency as of June 30, 2025 from “Voluntary reserve to maintain the Company's level of capital expenditures and its current solvency level” and to be charged against the “Contributed Surplus”;
(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$300 million.

 

NOTE 17 – SUBSEQUENT EVENTS TO JUNE 30, 2025

 

After June 30, 2025, the Company obtained the following financing:

 

a)Notes

 

Series Currency

Amount
involved
(in millions)

Issuance
date
Maturity
date
Amortization Interest rate Interest
payment
date
25 US$ 50.5 (1) 07/2025 07/2027

In one installment at maturity date

 

7.50% Quarterly basis
26 $ 57,962 07/2025 07/2026

In one installment at maturity date

 

TAMAS plus 4% Quarterly basis
24 US$ 200 (2) 07/2025 05/2033

-In two installments

i) 50% in May 2032 and

ii) 50% in May 2033

9.25% Semiannually
(1)Equivalent to $62,052 million.
(2)It corresponds to additional issuance of Series 24 Notes issued in May, 2025. This additional subscription price was above par, so the amount involved was US$208 million (equivalent to $273,520 million), which, net of issuance expenses, amount to US$207 million (equivalent to $272,205 million).

 

On July 30, 2025, the Company applied the funds from the reopening of ON 24 to: (i) prepay a principal amount equivalent to US$168.8 million and interest equivalent to US$2.8 million under the Syndicated Loan (equivalent to $225,654 million) and, (ii) prepay an amount of principal equivalent to US$34.8 million and interest equivalent to US$0.6 million under the Bilateral Loan (equivalent to $46,551 million).

 

F-33

 

 

TELECOM ARGENTINA S.A.

 

b)Bank and other financing entities loans

 

Entities Currency Principal residual
nominal value
Maturity date Amortization Interest rate Spread Interest
payment
date
(in millions)
Banco Macro S.A. $ 100,000 07/2028

In three installments:

-33.33% in July, 2026

-33.33% in July, 2027

-33.33% in July, 2028

 

TAMAR 6.60% Quarterly basis
Banco BBVA Argentina S.A. $ 50,000 01/2028

In three installments:

-33.33% in January, 2027

-33.33% in July, 2027

-33.33% in January, 2028

 

TAMAR 6.60% Quarterly basis
Industrial and Commercial Bank of China (Argentina) S.A.U. RMB 930 07/2028

In three installments:

-33.33% in January, 2028

-33.33% in April, 2028

-33.33% in July, 2028

 

Fixed 6.15% n/a Quarterly basis

 

    Carlos Moltini
    Chairman of the Board of
Directors

 

F-34

 

 

OPERATING AND FINANCIAL REVIEW AND PROSPECTS AS OF JUNE 30, 2025

(In millions of Argentine pesos in current currency - except per share data in Argentine pesos in current
currency- or as expressly indicated)

 

1.General considerations

 

As provided under Resolution No. 777 issued by the CNV on December 28, 2018, this operating and financial review and prospects discloses the comparative balances set forth below, restated to current currency as of June 30, 2025.

 

The table below shows the evolution of the national consumer price index (National CPI) and the Banco Nación U.S. dollar exchange rate used for the preparation of this operating and financial review and prospects, discussed in Note 1.d) to the unaudited condensed consolidated financial statements:

 

  As of June
30, 2024
As of
December 31,
2024
As of June
30, 2025
National Consumer Price Index (National CPI) (December 2016=100) 6,351.7 7,694.0 8,855.6
       
Variation in prices      
Annual / Interannual 271.5% 117.8% 39.4%
Accumulated six months 79.8% n/a 15.1%
Accumulated three months since March 2024/2025 18.6% n/a 6.0%
       
Banco Nación US$/$ exchange rate 912.0 1,032.0 1,205.0
       
Variation in the exchange rate      
Annual / Interannual 255.3% 27.7% 32.1%
Accumulated six months 12.8% n/a 16.8%
Accumulated three months since March 2024/2025 6.3% n/a 12.2%

 

The National CPI has registered an increase of 39.4% as of June 30, 2025, as compared to June 30, 2024.

 

As disclosed in Note 16 to the unaudited condensed consolidated financial statements, on February 24, 2025, the Company acquired 99.999625% of the capital of TMA, exercising control over such company. Consequently, since then, the Company consolidates TMA, and, therefore, the Company's results for the six and three month periods ended June 30, 2025, reflect the results generated by TMA from the acquisition date. Accordingly, our results of operations for the six and three-month periods ended June 30, 2025, are not comparable to our results of operations for the six and three-month periods ended June 30, 2024.

 

 

 

2.Telecom’s activities for the six-month period ended June 30, 2025 (“1H25”) and 2024 (“1H24”)

 

  1H25 1H24 Variation
  $ million $ million %
Revenues 3,357,004 2,324,104 1,032,900 44.4
Employee benefit expenses and severance payments (803,339) (549,934) (253,405) 46.1
Interconnection and transmission costs (94,450) (74,385) (20,065) 27.0
Fees for services, maintenance, materials and supplies (425,083) (319,234) (105,849) 33.2
Taxes and fees with the Regulatory Authority (289,138) (180,302) (108,836) 60.4
Commissions and advertising (182,714) (120,828) (61,886) 51.2
Cost of equipment and handsets (147,926) (102,958) (44,968) 43.7
Programming and content costs (163,277) (130,200) (33,077) 25.4
Bad debt expenses (66,223) (49,192) (17,031) 34.6
Other operating expenses, net (177,701) (106,813) (70,888) 66.4
Depreciation, amortization and impairment of Fixed and intangible assets (831,126) (776,833) (54,293) 7.0
Operating income (loss) 176,027 (86,575) 262,602 n/a
Losses from associates and joint ventures (1,744) (4,144) 2,400 (57.9)
Financial results from borrowings (221,129) 1,564,261 (1,785,390) n/a
Other financial results, net 5,765 228,403 (222,638) (97.5)
Income (loss) before income tax (41,081) 1,701,945 (1,743,026) n/a
Income tax expense (34,473) (504,015) 469,542 (93.2)
Net income (loss) for the period (75,554) 1,197,930 (1,273,484) n/a
         
Net income (loss) attributable to:        
Controlling Company (83,792) 1,187,416 (1,271,208) n/a
Non-controlling interest 8,238 10,514 (2,276) (21.6)
  (75,554) 1,197,930 (1,273,484) n/a
Earnings (loss) per share for income attributable to the Controlling Company - Basic and diluted (in Argentine pesos) (38.9) 551.3    
         
Adjusted EBITDA (1) 1,007,153 690,258 316,895 45.9

 

(1)Adjusted EBITDA is a non-GAAP measure, defined as our net income, less income tax, financial results (Financial results from borrowings and other financial results, net), 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”.

 

In 1H25, net loss amounted to $75,554 million (compared to a net income of $1,197,930 million in 1H24), representing (2.3)% of revenues (compared to 51.5% of revenues in 1H24). The higher loss in 1H25 compared to 1H24 was mainly due to a decrease in financial result net of $2,008,028 million which was partially offset by an increase in operating income of $262,602 million and a lower income tax expense of $469,542 million. The net loss contributed by TMA amounted to $14,023 million.

 

In 1H25, Adjusted EBITDA totaled $1,007,153 million, representing 30.0% of revenues. Adjusted EBITDA in 1H24 totaled $690,258 million, representing 29.7% of revenues. The increase of $316,895 million in 1H25 compared to 1H24 was mainly due to the consolidation of the results of TMA, which contributed $226,799 million, along with an increase of revenues.

 

 

 

·Revenues

 

  1H25 1H24 Variation
  $ million $ million %
Mobile Services 1,604,897 937,473 667,424 71.2
Internet Services 744,556 582,878 161,678 27.7
Cable Television Services 386,699 338,872 47,827 14.1
Fixed and Data Services 394,652 308,555 86,097 27.9
Other services revenues 30,182 24,734 5,448 22.0
Subtotal Services revenues 3,160,986 2,192,512 968,474 44.2
Equipment revenues 196,018 131,592 64,426 49.0
Total Revenues 3,357,004 2,324,104 1,032,900 44.4

 

During 1H25 revenues increased 44.4% or $1,032,900 million compared to 1H24 amounting to $3,357,004 million. The increase in revenues was mainly due to the consolidation of TMA’s results as of June 30, 2025, which contributed $957,634 million of total revenues.

 

Services revenues amounted to $3,160,986 million in 1H25, representing a 44.2% increase compared to $2,192,512 million in 1H24. The contribution from the consolidation of TMA’s results amounted to $885,368 million and represented 94.2% of total revenues. Equipment revenues amounted to $196,018 million in 1H25 as compared to $131,592 million in 1H24, with TMA contributing $72,266 million, representing 5.8% of total revenues.

 

Revenues included $158,520 million and $888,227 million in 1H25 and 1H24, respectively related to the effect generated by the restatement in current currency as of June 30, 2025.

 

Consolidated revenues for 1H25 and 1H24 are comprised as follows:

 

Mobile Services

 

Mobile services revenues in 1H25 amounted to $1,604,897 million (an increase of $667,424 million or 71.2% as compared to 1H24), being the principal contributor to our total services revenues for 1H25 (50.8% of services revenues in 1H25 as compared to 42.8% in 1H24). Mobile internet services revenues accounted for 98% and 93% of total mobile service revenues in 1H25 and 1H24, respectively.

 

The effect generated by the restatement in current currency as of June 30, 2025, included in Mobile services revenues amounted to $67,065 million and $358,899 million in 1H25 and 1H24, respectively.

 

Mobile services revenues in Argentina amounted to $1,532,029 million (an increase of $684,175 million or 80.7% as compared to 1H24). This increase was mainly due to the consolidation of TMA’s results as of June 30, 2025, which contributed $572,126 million. Excluding the impact of the consolidation of TMA, the increase was mainly due to a 12.6% increase in the ARPU (average revenue per user), partially offset by a 1.3% decrease in the number of customers.

 

The ARPU for the segment “ICT Services provided in Argentina – Telecom Networks” amounted to $7,444.0 in 1H25 (compared to $6,613.4 in 1H24). The increase in ARPU is due to higher prices and less discounts granted during 1H25. The effect generated by the restatement in current currency as of June 30, 2025, included in ARPU amounted to $375.3 and $2,514.6 in 1H25 and 1H24, respectively.

 

 

 

Our mobile customers for the segment “ICT Services provided in Argentina – Telecom Networks” amounted to 20.9 million and 21.2 million as of June 30, 2025, and 2024, respectively. Out of the total mobile customers as of June 30, 2025, 61% were prepaid customers and 39% were postpaid customers, whereas as of June 30, 2024, 62% were prepaid customers and 38% were postpaid customers. We observed a change in customer behavior, resulting in a decrease in prepaid services customers of 2.8% and an increase of 1.1% in the postpaid services customers as of June 30, 2025. Additionally, the average churn rate per month amounted to 2.1% in 1H25 (compared to a 1.6% average in 1H24).

 

ARPU of Mobile Services in Argentina - Segment “ICT Services provided in Argentina – Telecom Networks”

 

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 and reconnection fees revenues and others (divided by six months) by the average number of customers during 1H25. 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. In particular, certain components of service revenues are excluded from Argentina’s ARPU calculations presented in this Operating and Financial Review and Prospects as of June 30, 2025. Management believes that 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 1H25:

 

    1H25  
    $ million  
Total Mobile service revenues   959,903  
Components of service revenues not included in the ARPU calculation: out collect (wholesale) roaming, cell sites rental, reconnection fees revenues and others   (2,362)  
Adjusted total service revenues included in the ARPU calculation   957,541  
Average number of customers during 1H25 (millions)   21.4  
ARPU of Mobile Services in Argentina   7,444.0  

 

Mobile services revenues generated in Paraguay amounted to $72,868 million in 1H25 (a $16,751 million or 18.7%% decrease compared to 1H24), this decrease is the result of a decrease in the ARPU measured in constant pesos, partially offset by the appreciation of the guaraní against the Argentine peso and an increase in the customer base.

 

Paraguay’s ARPU amounted to $6,292.0 in 1H25 (compared to $9,585.3 in 1H24), representing a 34.4% decrease. This decrease is due to the progressive reduction in the prepaid customer base and recharge levels, attributed to the widespread use of Wi-Fi networks, which impacted mobile data usage. Additionally, it is worth noting that mobile service prices, measured in constant pesos (as a result of the appreciation of the guaraní against the Argentine peso), did not increase in line with inflation, which reached 39.4% over the last twelve months.

 

In 1H25, the customer base in Paraguay amounted to 2.7 million customers, increasing a 10.1% compared to 1H24. This increases mainly due to the migration of customers from the prepaid to the postpaid segment and the acquisition of new customers because of marketing campaigns. Out of the total mobile customers as of June 30, 2025, 72% were prepaid customers and 28% were postpaid customers, whereas as of June 30, 2024, 74% were prepaid customers, and 26% were postpaid customers. The average churn rate per month amounted to 2.3% in 1H25 (compared to a 2.6% average in 1H24).

 

 

 

Internet Services

 

Internet services revenues amounted to $744,556 million in 1H25 (equivalent to 23.6% of total consolidated services revenues), increasing $161,678 million or 27.7% as compared to 1H24. The effect generated by the restatement in constant currency as of June 30, 2025, included in internet services revenues amounted to $34,825 million and $221,614 million in 1H25 and 1H24, respectively.

 

The increase in internet services revenues in Argentina in 1H25 was mainly due to the consolidation of TMA’s results as of June 30, 2025, which contributed $131,955 million. Excluding the impact of the consolidation of TMA, the increase was mainly due to the increase of 6.3% in the ARPU and 1.5% in the customer base.

 

The ARPU for the segment “ICT Services provided in Argentina – Telecom Networks” reached $23,755.4 in 1H25 as compared to $22,354.9 in 1H24. This increase in ARPU is mainly explained by the price increases for this service. The effect generated by the restatement in constant currency as of June 30, 2025 included in ARPU amounted to $1,216.4 and $8,483.1 as of June 30, 2025, and 2024, respectively.

 

The customer base for the segment “ICT Services provided in Argentina – Telecom Networks” increased amounting to 4.1 million customers as of June 30, 2025 (a 1.5% increase compared to June 30, 2024). The churn rate per month amounted to 1.2% and 1.9% in 1H25 and 1H24, respectively.

 

ARPU of Internet Services in Argentina - Segment “ICT Services provided in Argentina – Telecom Networks”

 

A monthly operational measure used in internet services is ARPU, which we calculate by dividing adjusted total service revenues -excluding connection and rehabilitation fees revenues and others- (divided by six months) by the average number of customers during 1H25. 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. In particular, certain components of service revenues are excluded from Internet’s ARPU calculations presented in this operating and financial review and prospects as of June 30, 2025. Management believes that 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 1H25:

 

    1H25  
    $ million  
Total Internet service revenues   577,221  
Components of service revenues not included in the ARPU calculation   (4)  
Adjusted total service revenues included in the ARPU calculation   577,217  
Average number of customers during 1H25 (millions)   4.1  
ARPU of Internet service revenues in Argentina   23,755.4  

 

Cable Television Services

 

Cable television services revenues amounted to $386,699 million in 1H25 (equivalent to 12.2% of total consolidated services revenues), increasing $47,827 million or 14.1% as compared to revenues in 1H24. The effect generated by the restatement in constant currency as of June 30, 2025, included in cable television services revenues, amounted to $18,731 million and $129,845 million in 1H25 and 1H24, respectively.

 

The increase in Cable television service revenues in 1H25 was mainly due to the consolidation of TMA’s results as of June 30, 2025, which contributed $34,110 million. Excluding the impact of the consolidation of TMA, the increase was mainly due to a 5.3 % increase in ARPU and 2.3% increase in customer base compared to June 30, 2024.

 

 

 

The ARPU for the segment “ICT Services provided in Argentina – Telecom Networks” amounted to $16,297.1 as of June 30, 2025, compared to an ARPU of $15,473.0 as of June 30, 2024. The increase in ARPU is due to higher prices and less discounts granted during 1H25. The effect generated by the restatement in constant currency as of June 30, 2025, included in ARPU amounts to $435.5 and $5,746.3 as of June 30, 2025, and 2024, respectively.

 

As of June 30, 2025, the customer base for the segment “ICT Services provided in Argentina – Telecom Networks” amounted to 3.2 million customers, increasing a 2.3% compared to June 30, 2024. This increase was driven by Flow Full and Flow Flex products. The last one, that is 100% digital (no decoder or installation is required) began to be marketed as a main product during 3Q24. Our Flow digital platform’s customer base reached 1.6 million and our Premium Package’s customer base amounted to 1.2 million as of June 30, 2025, a 2.1% increase compared as June 30, 2024. The average churn rate per month amounted to 1.5% and 1.8% in 1H25 and 1H24, respectively.

 

ARPU of Cable Television Services in Argentina - Segment “ICT Services provided in Argentina – Telecom Networks”

 

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 six months) by the average number of customers during 1H25. 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. In particular, certain components of service revenues are excluded from Cable Television’s ARPU calculations presented in this operating and financial review and prospects as of June 30, 2025. Management believes that 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 1H25:

 

    1H25  
    $ million  
Total Cable television service revenues   310,001  
Components of service revenues not included in the ARPU calculation:
Connection and Reconnection fees and others
  (161)  
Adjusted total service revenues included in the ARPU calculation   309,840  
Average number of customers during 1H25 (millions)   3.2  
ARPU of Cable Television Services in Argentina   16,297.1  

 

Fixed and Data Services

 

Revenues generated by fixed and data services amounted to $394,652 million in 1H25 (equivalent to 12.5% of total consolidated services revenues), increasing $86,097 million or 27.9% as compared to 1H24. The effect generated by the restatement in constant currency as of June 30, 2025, included in fixed and data services revenues amounted to $27,808 million and $119,486 million in 1H25 and 1H24, respectively.

 

The increase in Argentina of fixed and data services revenues in 1H25 was mainly due to the consolidation of TMA’s results as of June 30, 2025, which contributed $147,177 million. Excluding the impact of the consolidation of TMA, the decrease was mainly because the company has not been able to increase its prices to the same extent as the increase in inflation, considering an accumulated inflation in the last twelve months of 39.4% and a decrease in the fixed customer base of 1.0%.

 

As of June 30, 2025, the fixed telephony customer base totaled 2.7 million, of which 2.0 million were IP customers. This represents a 1.0% decrease compared to June 30, 2024, mainly driven by changes in customer consumption behavior.

 

 

 

Other services revenues

 

Other services revenues generated by other services amounted to $30,182 million, increasing $5,448 million or 22.0% compared to 1H24, representing 1.0% of total service revenues. The effect generated by the restatement in constant currency as of June 30, 2025, included in other services revenues amounted to $1,648 million and $9,283 million in 1H25 and 1H24, 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 variation in other service revenues was primarily driven by the growth of fintech services in Argentina, mainly due to the increased use of the digital wallet 'Personal Pay' and the expansion of its user base, which reached 4.2 million as of June 30, 2025, compared to 2.9 million as of June 30, 2024 — representing a 40.7% increase.

 

Equipment

 

Equipment revenues amounted to $196,018 million in 1H25 (an increase of $64,426 million or 49.0% compared to 1H24). This variation is mainly due to the consolidation of TMA’s results as of June 30, 2025, which contributed $72,266 million. Excluding the impact of the consolidation of TMA, the decrease was mainly due to the fact that the Company was unable to increase its prices during 1H25 to the same extent as the increase in inflation, despite the increase in the number of handsets sold.

 

The effect generated by the restatement in constant currency as of June 30, 2025, included in Equipment revenues amounts to $8,443 million and $49,100 million in 1H25 and 1H24, respectively.

 

·Operating costs (without depreciation, amortization and impairment of Fixed and intangible assets)

 

    1H25 1H24 Variation  
    $ million $ million %  
Employee benefit expenses and severance payments   (803,339) (549,934) (253,405) 46.1  
Interconnection and transmission costs   (94,450) (74,385) (20,065) 27.0  
Fees for services, maintenance, materials and supplies   (425,083) (319,234) (105,849) 33.2  
Taxes and fees with the Regulatory Authority   (289,138) (180,302) (108,836) 60.4  
Commissions and advertising   (182,714) (120,828) (61,886) 51.2  
Cost of equipment and handsets   (147,926) (102,958) (44,968) 43.7  
Programming and content costs   (163,277) (130,200) (33,077) 25.4  
Bad debt expenses   (66,223) (49,192) (17,031) 34.6  
Other operating expenses, net   (177,701) (106,813) (70,888) 66.4  
Total operating costs   (2,349,851) (1,633,846) (716,005) 43.8  

 

Total operating costs without depreciation, amortization and impairment of Fixed and intangible assets totaled $2,349,851 million in 1H25, which represents an increase of $716,005 million or 43.8% compared to 1H24.

 

Operating costs contain $730,835 million corresponding to the consolidation of TMA’s results as of June 30, 2025.

 

The effect generated by the restatement in constant currency as of June 30, 2025, included in operating costs without depreciation, amortization and impairment of Fixed and intangible assets amounted to $142,728 million and $660,369 million in 1H25 and 1H24, respectively.

 

Main operating costs for 1H25 and 1H24 are comprised as follows:

 

 

 

Employee benefit expenses and severance payments

 

Employee benefit expenses and severance payments amounted to $803,339 million in 1H25, increasing $253,405 million or 46.1% compared to 1H24. The increase was mainly due to the consolidation of TMA’s results as of June 30, 2025, which contributed $252,997 million. Excluding the impact of the consolidation of TMA, the increase was mainly due to salary increases agreed upon by the Company with several trade unions for unionized employees, as well as for non-unionized staff, together with related social security charges. This was partially offset by lower severance payments and the effect of a reduction in net headcount (19,469 Company employees as of the end of 1H25, a decrease of 6.4% compared to 1H24).

 

The effect generated by the restatement in constant currency as of June 30, 2025, included in employee benefit expenses and severance payments amounted to $32,872 million and $210,804 million in 1H25 and 1H24, respectively.

 

Interconnection and transmission costs

 

Interconnection and transmission costs (including charges for termination from third parties’ mobile networks, roaming and cost of international outbound calls and lease of circuits) amounted to $94,450 million in 1H25, increasing $20,065 million or 27.0% compared to 1H24. The increase was mainly due to the consolidation of TMA’s results as of June 30, 2025, which contributed $52,568 million. Excluding the impact of the consolidation of TMA, the decrease was mainly due to the new dynamics of the business that imply an optimization of links and sites and lower levels of interconnection traffic. Additionally, the increase in costs due to the rise in the exchange rate for services denominated in US dollars was lower than the accumulated inflation over the past twelve months of 39.4%.

 

The effect generated by the restatement in constant currency as of June 30, 2025, included in Interconnection and transmission costs amounted to $4,815 million and $29,447 million in 1H25 and 1H24, respectively.

 

Fees for services, maintenance, materials and supplies

 

Fees for services, maintenance, materials and supplies amounted to $425,083 million in 1H25, increasing $105,849 million or 33.2% compared to 1H24. The consolidation of TMA’s results as of June 30, 2025, contributed $121,613 million. Excluding the impact of the consolidation of TMA, the decrease was mainly due to lower cost of maintenance, materials and supplies for $9,791 million and lower service fees for $6,158 million as compared to 1H24.

 

The effect generated by the restatement in constant currency as of June 30, 2025, included Fees for services, maintenance, materials and supplies amounted to $32,149 million and $138,280 million in 1H25 and 1H24, respectively.

 

Taxes and fees with the Regulatory Authority

 

Taxes and fees with the Regulatory Authority, including turnover tax, municipal taxes and other taxes, amounted to $289,138 million in 1H25, increasing $108,836 million or 60.4 % compared to 1H24. Taxes and fees with the Regulatory Authority represent 8.6% and 7.8% of revenues in 1H25 and 1H24, respectively. The increase was mainly due to the consolidation of TMA’s results as of June 30, 2025, which contributed $92,523 million. Excluding the impact of the consolidation of TMA, the increase is mainly explained by the impact of taxes on the respective services in relation to the sales associated with them in 1H25 compared to 1H24.

 

The effect generated by the restatement in constant currency as of June 30, 2025, included in Taxes and fees with the Regulatory Authority amounted to $12,450 million and $68,673 million in 1H25 and 1H24, respectively.

 

 

 

Commissions and advertising

 

Commissions and advertising amounted to $182,714 million in 1H25, increasing $61,886 million or 51.2% compared to 1H24. The increase was mainly due to the consolidation of TMA’s results as of June 30, 2025, which contributed $58,241 million. Excluding the impact of the consolidation of TMA the increase was mainly due to advertising expenses related to Flow and Personal Pay product campaigns, higher financial discounts related to credit card transactions, and collection commissions, partially offset by lower agent commissions compared to 1H24.

 

The effect generated by the restatement in constant currency as of June 30, 2025, included in Commissions and advertising amounted to $7,779 million and $45,949 million in 1H25 and 1H24, respectively.

 

Cost of equipment

 

Cost of equipment amounted to $147,926 million in 1H25, increasing $44,968 million or 43.7 % compared to 1H24. The increase was mainly due to the consolidation of TMA’s results as of June 30, 2025, which contributed $53,751 million. Excluding the impact of the consolidation of TMA, the variation is explained by the fact that, although the number of mobile devices sold increased compared to 1H24, their costs did not increase in line with the accumulated inflation of 39.4% over the past twelve months.

 

The effect generated by the restatement in constant currency as of June 30, 2025, included in Cost of equipment amounted to $14,407 million and $55,325 million in 1H25 and 1H24, respectively.

 

Programming and content costs

 

Programming and content costs amounted to $163,277 million in 1H25, increasing $33,077 million or 25.4% compared to 1H24. The increase was mainly due to the consolidation of TMA’a results as of June 30, 2025, which contributed $18,243 million. Excluding the impact of the consolidation of TMA, the increase corresponds to price increases mainly in Pack Fútbol (in line with the increase in the number of customers) and to a lesser extent in the rest of the signals.

 

The effect generated by the restatement in constant currency as of June 30, 2025, included in Programming and content costs amounted to $7,782 million and $52,143 million in 1H25 and 1H24, respectively.

 

Bad debt expenses

 

Bad debt expenses amounted to $66,223 million in 1H25, increasing $17,031 million or 34.6% compared to 1H24, representing 2.0 % and 2.1% of the revenues in 1H25 and 1H24, respectively. Bad debt expenses contain $20,924 million corresponding to the consolidation of TMA’s results as of June 30, 2025. Excluding the impact of the consolidation of TMA, the decrease is mainly due to continuing credit recovery actions.

 

The effect generated by the restatement in constant currency as of June 30, 2025, included in Bad debt expenses amounted to $2,672 million and $19,495 million in 1H25 and 1H24, respectively.

 

Other operating expenses, net

 

Other operating expenses, net (which include legal claims and contingent liabilities, energy and other public services, insurance, rentals and internet capacity, among others) amounted to $177,701 million in 1H25, increasing $70,888 million or 66.4% compared to 1H24. The increase was mainly due to the consolidation of TMA’s results as of June 30, 2025, which contributed $59,975 million. Excluding the impact of the consolidation of TMA, the increase was mainly due to higher charges in energy costs and insurance, partially offset by lower charges in rentals, legal claims, contingent liabilities and travel expenses.

 

The effect generated by the restatement in constant currency as of June 30, 2025, included in Other operating expenses, net amounted to $27,802 million and $40,253 million in 1H25 and 1H24, respectively.

 

 

 

Depreciation, amortization and impairment of fixed and intangible assets

 

Depreciation, amortization and impairment of Fixed and intangible assets amounted to $831,126 million in 1H25, an increase of $54,293 million or 7.0% compared to 1H24.

 

Depreciation, amortization and impairment of Fixed and Intangible Assets for 1H25 contained $196,700 million corresponding to the consolidation of TMA’s results. Excluding the impact of the consolidation of TMA, the decrease is due to the effect of those assets that ended their useful life after June 30, 2024, partially offset by the impact of depreciation and amortization of registrations after that date, which, in turn, decreased compared to last year.

 

The effect generated by the restatement in constant currency as of June 30, 2025, included in depreciation, amortization and impairment of Fixed and intangible assets amounts to $621,140 million and $682,943 million in 1H25 and 1H24, respectively.

 

·Operating income (loss)

 

Operating income amounted to $176,027 million compared to an operating loss of $86,575 million in 1H25 and 1H24, respectively. Representing an increase of $262,602 million as compared to 1H24. Operating income / (loss) represented 5.2 % and (3.7) % of revenues in 1H25 and 1H24, respectively.

 

Operating income for 1H25 includes $30,099 million corresponding to the consolidation of TMA´s results.

 

·Financial results, net

 

  1H25  1H24  Variation
  $ million  $ million   %
Interests on borrowings (130,919)  (74,063)  (56,856)  76.8
Remeasurement in borrowings 1,533   (103,189)  104,722   n/a
Foreign currency exchange gains / (losses) on borrowings (91,743)  1,741,513   (1,833,256)  n/a
 Total financial results from borrowings (221,129)  1,564,261   (1,785,390)  n/a
Other foreign currency exchange gains 19,957   211,153   (191,196)  (90.5)
Fair value losses on financial assets at fair value through profit or loss (30,730)  (21,020)  (9,710)  46.2
Other interests, net 20,434   11,462   8,972   78.3
RECPAM 61,065   108,005   (46,940)  (43.5)
Other (64,961)  (81,197)  16,236   (20.0)
Total other financial results, net 5,765   228,403   (222,638)  (97.5)
Total financial results, net (215,364)  1,792,664   (2,008,028)  n/a

 

Telecom incurred a financial loss, net of $215,364 million in 1H25 (compared to a gain of $1,792,664 million in 1H24). Financial results, net contain a loss of $23,279 million corresponding to the consolidation of TMA’s results as of June 30, 2025.

 

The variation in financial results, net for 1H25 was mainly explained by a higher loss from foreign exchange differences, measured in real terms, amounting to $2,024,452 million (this was driven by an inflation rate of 15.1% versus an appreciation of the U.S. dollar against the Argentine peso of 16.8% (compared to an inflation rate of 79.8% and a U.S. dollar appreciation of 12.8% in 1H24), higher interest on borrowings of $56,856 million due to new loans taken during 1H25, partially offset by a higher remeasurement in borrowings gain of $104,722 million due to the maturity of ONs in UVA which reduced the balance of principal owed and, therefore, the associated finance charges.

 

 

·Income tax benefit (expense)

 

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 expense amounted to $34,473 million in 1H25 compared to $504,015 million in 1H24. It includes the following effects: (i) current tax expenses, Telecom’s generated $223,343 million tax expense in 1H25 (compared to an expense of $7,721 million in 1H24), (ii) regarding the deferred tax in 1H25, Telecom recorded a deferred tax benefit of $188,870 million compared to an expense of $496,294 million in 1H24.

 

Income tax benefit (expense) contains $20,843 million corresponding to the consolidation of TMA’s results as of June 30, 2025.

 

·Net loss

 

Telecom recorded net loss of $75,554 million in 1H25 as compared to net income of $1,197,930 million in 1H24 and represented (2.3)% of revenues as compared to 51.5% in 1H24. The decrease in 1H25 compared to 1H24 was mainly due to a reduction in financial gains of $2,008,028 million, partially offset by an increase in operating income of $262,602 million and a decrease in income tax expense of $469,542 million.

 

Net loss attributable to controlling shareholders amounted to $83,792 million in 1H25 compared to net income of $1,187,416 million in 1H24.

 

Net income contains a loss of $14,023 million corresponding to the consolidation of TMA´s results as of June 30, 2025.

 

·Adjusted EBITDA

 

An important operational performance measure used by the Company’s Chief Operating Decision Maker (as this term is defined in IFRS Accounting Standard 8) is 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. 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 property, plant and equipment (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. 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 to Adjusted EBITDA:

 

      1H25   1H24   Variation
      $ million   $ million   %
  Net income (loss) for the period  (75,554)  1,197,930  (1,273,484) n/a
  Income tax expense  34,473  504,015  (469,542) (93.2)
  Other financial results, net  (5,765) (228,403) 222,638  (97.5)
  Financial results from borrowings  221,129 (1,564,261) 1,785,390  n/a
  Losses from associates and joint ventures  1,744 4,144  (2,400) (57.9)
  Operating income (loss)  176,027  (86,575) 262,602  n/a
  Depreciation, amortization and impairment of Fixed and intangible assets  831,126  776,833  54,293 7.0
  Adjusted EBITDA  1,007,153  690,258  316,895  45.9

 

Our consolidated Adjusted EBITDA amounted to $1,007,153 million in 1H25, representing an increase of $316,895 million or 45.9% as compared to 1H24. Adjusted EBITDA represented 30.0% of our total consolidated revenues in 1H25 and 29.7% in 1H24.

 

Adjusted EBITDA contains $226,799 million corresponding to the consolidation of TMA’s results as of June 30, 2025.

 

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 has accessed the domestic and international capital markets during 2025 to refinance its outstanding debt, as necessary.

 

·    Borrowings Developments during 1H25

 

a)Bank and other financing entities loans

 

Recent developments of Borrowings for the six-month period ended June 30, 2025, are detailed below:

 

1)Notes

 

Series Currency

Amount
involved
(in millions)

Issuance
date
Maturity
date
Amortization Interest
rate
Interest
payment
date
24 US$ 800 May 28, 2025 May 28, 2033

In two installments:

(i) 50% in May, 2032, and

(ii) 50% in May, 2033

9.25% Semiannually

 

 

 

2)Bank and other financing entities loans

 

The acquisition of TMA was financed by Telecom through two loans totaling US$1,170 million (net of issuance costs US$1,142 million, equivalent to $1,364,891 million in current currency as of June 30, 2025). Its main characteristics are:

 

Entities Currency Principal
residual
nominal
value
Residual
nominal
value
Maturity
date
Amortization Interest
rate
Spread Interest
payment
date
(in millions)  (in millions) 
Syndicated loan US$  970  320  02/2029  In one installment maturity date Variable annual rate: SOF 3 months between 4.00% and 7.00%  Quarterly basis
Bilateral loan US$  200  66  between 02/2028 and 02/2030  Semiannually from 02/2028  Variable annual rate: SOF 3 months 4.00%  Quarterly basis

 

On May 29, 2025 the Company applied proceeds from Notes Series 24 to: (i) prepay a principal amount equal to US$650 million and interest equal US$0.3 million under the Syndicated Loan (equivalent to $782,177 million in current currency as of June 30, 2025) and, (ii) prepay a principal amount equal to US$134 million and interest equal to US$0.1 million under the Bilateral Loan (equivalent to $161,002 million in current currency as of June 30, 2025). As of June 30, the outstanding balance of these loans amounts to $433,897 million.

 

For further information, see Note 7 to the unaudited condensed consolidated financial statements.

 

·Cash Flow

 

The table below summarizes, for the six-months period ended June 30, 2025, and June 30, 2024, Telecom’s consolidated cash flows.

 

    1H25   1H24   Variation
    $ million
Cash flows from operating activities   686,868   458,218   228,650
Cash flows used in investing activities   (1,509,274)   (326,252)   (1,183,022)
Cash flows (used in) from financing activities   779,550   (221,674)   1,001,224
Net foreign exchange differences and RECPAM on cash and cash equivalents   7,432   (80,694)   88,126
Net Decrease in cash and cash equivalents   (35,424)   (170,402)   134,978
Cash and cash equivalents at the beginning of the year   366,376   400,456   (34,080)
Cash and cash equivalents at the end of the period   330,952   230,054   100,898

 

As of June 30, 2025, and June 30, 2024, we had $330,952 million and $230,054 million in cash and cash equivalents, respectively.

 

Cash flows from operating activities were $686,868 million and $458,218 million in 1H25 and 1H24, respectively.

 

Net cash from operating activities increased $228,650 million, or 49.9% in 1H5 compared to 1H24, primarily due to an increase in net income adjusted for non-cash income and expense of $512,214 million, partially offset by (i) a $282,486 million increase in net cash outflows in connection with changes in our assets and liabilities and (ii) a $1,078 million increase in cash outflows used to pay income tax.

 

 

 

The increase in net cash payments related to changes in assets and liabilities was mainly due to an increase in payments of accounts payable and other tax charges, primarily due to cancellations of foreign currency debts partially offset by an increase from cash flows related to trade receivables.

 

Cash flows from operating activities contain $72,064 million corresponding to the consolidation of TMA as of June 30, 2025.

 

Cash flows used in investing activities were $1,509,274 million and $326,252 million in 1H25 and 1H24, respectively.

 

In 1H25, cash flows used in investing activities mainly included payments for acquisition of TMA, net of cash acquired of $1,140,955 million, payments for acquisitions of PP&E and Intangible assets of $461,830 million and payments for investments not considered as cash and cash equivalents of $51,200 million, partially offset by proceeds from sale investments not considered as cash and cash equivalents of $127,846 million.

 

In 1H24, cash flows used in investing activities mainly included payment for investments not considered as cash and cash equivalents of $266,159 million and payments for acquisitions of PP&E and Intangible assets of $263,692 million, partially offset by proceeds from sale investments not considered as cash and cash equivalents of $204,561 million.

 

Cash flows used in investing activities contain $54,292 million corresponding to the consolidation of TMA as of June 30, 2025.

 

Cash flows from (used in) financing activities were $779,550 million and $(221,674) million in 1H25 and 1H24, respectively.

 

In 1H25, cash flows from financing activities included proceeds from borrowings for $2,531,849 million, partially offset by payments for borrowings, interest, DFI and related expenses and leases liabilities for $1,741,152 million and dividend payments for $11,147 million.

 

In 1H24, cash flows used in financing activities included payments for borrowings, interest, DFI and related expenses and leases liabilities for $578,885 million and dividend payments for $11,053 million, partially offset by proceeds from borrowings for $368,264 million.

 

Cash flows from (used in) financing activities contain $(28,674) million corresponding to the consolidation of TMA as of June 30, 2025.

 

·Liquidity

 

The liquidity position of Telecom is and will be significantly dependent on its operating performance, its indebtedness and capital expenditure programs, if any.

 

Working Capital

 

Operating Working Capital is a non-GAAP measure, defined as the difference between the Company’s operating current assets and operating current liabilities. The management believes that this measure is useful for assessing the company’s efficiency in managing its short-term assets and liabilities and ensuring operational continuity. For reconciliation of Operating Working Capital to the most directly comparable IFRS measure, see “Reconciliation.”

 

Net Current Financial Liability is a non-GAAP measure, defined as the difference between the Company’s financial assets and financial liabilities. The management believes that this measure is useful for assessing our solvency and liquidity because it provides a view of our ability to meet its short- and long-term financial obligations. For reconciliation of Net Current Financial Liability to the most directly comparable IFRS measure, see “Reconciliation.”

 

 

 

Working Capital is a non-GAAP measure, defined as the difference between our current assets and current liabilities. The management believes that 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 measure, see “Reconciliation.”

 

Telecom’s working capital breakdown and its main variations are disclosed below:

 

    June 30,
2025
  December 31,
2024
  Variation  
    $million  
Trade receivables   728,369   340,678   387,691  
Other receivables (without DFI)   154,027   51,512   102,515  
Inventories   120,503   69,569   50,934  
Current liabilities (not considering borrowings)   (1,846,323)   (1,019,380)   (826,943)  
Operating working capital-negative   (843,424)   (557,621)   (285,803)  
               
Cash and cash equivalents   330,952   366,376   (35,424)  
Other receivables: DFI   377   -   377  
Investments   45,837   38,654   7,183  
Current borrowings   (1,371,973)   (1,234,692)   (137,281)  
Net Current financial liability   (994,807)   (829,662)   (165,145)  
Assets classified as held for sale   492   2,031   (1,539)  
Negative working capital (current assets—current liabilities)   (1,837,739)   (1,385,252)   (452,487)  
Liquidity rate (current assets/ current liabilities)   0.43   0.39   0.04  

 

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 it provides to its customers. As a result, Telecom has a negative working capital, which amounted to $1,837,739 million as of June 30, 2025 (increasing $452,487 million compared to December 31, 2024).

 

Negative working capital contains $82,582 million corresponding to TMA as of June 30, 2025.

 

During 2024 and 2025, Telecom obtained funds from the financial market to refinance part of its loans in order to optimize their terms, rates, and structure. Telecom will continue its strategy of refinancing its borrowings to extend contractual terms and achieve lower financing costs, thus covering its negative working capital.

 

Reconciliation:

 

In addition to our financial information that has been prepared and presented in accordance with IFRS Accounting Standards, these this operating and financial review and prospect as of June 30, 2025, contain certain “non-GAAP financial measures” (as defined in Item 10(e) of Regulation S-K under the Securities Act). These measures include Adjusted EBITDA, Operating Working Capital, Net Current Financial Liability and Working Capital. Our management believes these financial reporting measures to be useful indicators of our operational performance and liquidity. Our calculation of these non-GAAP financial measures may be different from the calculations used by other companies, including our competitors in the telecommunications industry, and therefore, our measures may not be directly comparable to those of other companies.

 

For our definition of Adjusted EBITDA and its reconciliation to the most directly comparable IFRS measure, see “Depreciation, amortization and impairment of Fixed and intangible assets—Adjusted EBITDA” herein.

 

For our definitions of (i) Operating Working Capital; (ii) Net Current Financial Liability and (iii) Working Capital, see “Working Capital” herein.

 

 

 

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 Standard measure:

 

(i)Operating Working Capital

 

   

As of June 30,

2025

As of December 31,

2024

    $ million
Trade receivables (current)   728,369 340,678
Other receivables (current)   154,404 51,512
Other receivables DFI (current)   (377) -
Inventories   120,503 69,569
Current liabilities (without borrowings)   (3,218,296) (2,254,072)
Borrowings (current)   1,371,973 1,234,692
Operating working capital - negative   (843,424) (557,621)

 

(ii)Net Current Financial Liability

 

   

As of June 30,

2025

As of December 31,

2024

    $ million
Current liabilities   (3,218,296) (2,254,072)
Trade payables   938,478 511,821
Salaries and social security payables   317,280 260,421
Income tax liabilities   144,094 5,248
Other taxes payables   207,212 104,349
Dividend payables   799 790
Leases liabilities   124,290 85,783
Other liabilities   68,595 46,498
Provisions   45,575 4,470
Cash and cash equivalents   330,952 366,376
Other receivables - current (DFI)   377 -
Investments (current)   45,837 38,654
Net Current financial liability   (994,807) (829,662)

 

Negative Working Capital

 

   

As of June 30,

2025

As of December 31,

2024

    $ million
Current assets   1,380,557 868,820
Current liabilities   3,218,296 2,254,072
Negative working capital (current assets — current liabilities)   (1,837,739) (1,385,252)
       

 

The Company has an excellent credit rating and diverse sources of financing, relying on various instruments and offerings from leading institutions, to diversify its current financing structure, which includes access to the capital markets and obtaining very competitive bank loans in terms of terms and financial cost, in all cases, both nationally and internationally, with the objective of covering its investments, working capital and other general corporate purposes and refinancing part of its loans.

 

 

 

·Compliance with covenants

 

The Company complies with a) the EBITDA/ Interest Net ratio and b) the Net Debt/EBITDA ratio established in the loan agreements in force as of June 30, 2025, and is also in compliance with the rest of the covenants established.

 

Capital Expenditures

 

CAPEX and Rights of use assets additions composition 1H25 and 1H24 are as follows:

 

  1H25 1H24   Variation
  $ million   $ million %
PP&E 430,744 289,612   141,132 48.7
Intangibles assets 50,445 23,515   26,930 n/a
Total CAPEX 481,189 313,127   168,062 53.7
Rights of use assets 92,053 127,366   (35,313) (27.7)
Total CAPEX and Right of use asset additions 573,242 440,493   132,749 30.1

 

Our main CAPEX projects are related to the expansion of cable television and Internet services in order to improve the transmission and speed offered to customers; the deployment of 4G and the expansion of 5G services to support the growth of mobile Internet services, and improvement of the quality service.

 

In terms of infrastructure, during 2025 we have continued to improve the services we provide by deploying 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 had an impact on fixed and data network.

 

The deployment of 4G/LTE reached a coverage of 97% of urban population. Additionally, we reached a coverage of 98% of the population of major cities of Argentina. Our customers with access to our 4G network, according to the latest benchmark of June 30, 2025, carried out by Ookla, perceived a better service experience reaching average speeds of 86Mbps, compared to 55Mbps as of June 30, 2024. In addition, approximately 85% of the calls are made by Volte, a technology that allows making and receiving voice calls over the 4G Network with substantial improvements in audio and video quality. During the first half of 2025, the Company continued the expansion of its 5G network, incorporating 218 new sites.

 

Additionally, we continued to deploy mobile sites connectivity in order to achieve better quality and capacity, replacing radio links with high-capacity fiber optics connections. Finally, the plan to connect remote and low-density areas through satellite backhaul continued.

 

Total CAPEX and Right of use asset additions contain $132,492 million corresponding to TMA as of June 30, 2025.

 

 

 

3.Telecom’s activities for the three-month period ended June 30, 2025 (“2Q25”) and 2024 (“2Q24”)

 

  2Q25 2Q24 Variation  
   
  $ million $ million %    
Revenues  1,911,678 1,193,554 718,124 60.2    
Operating costs without depreciation, amortization and intangible assets (1,383,648) (845,698) (537,950) 63.6    
Depreciation, amortization and impairment of Fixed and intangible assets (470,631) (391,207) (79,424) 20.3    
Operating income / (loss) 57,399 (43,351) 100,750 n/a    
Losses from associates and joint ventures (1,842) (1,898) 56 (3.0)    
Other financial results, net (322,390) 282,825 (605,215) n/a    
Income (loss) before income tax (266,833) 237,576 (504,409) n/a    
Income tax benefit (expense) 92,472 (155,508) 247,980 n/a    
Net income (loss) for the period (174,361) 82,068 (256,429) n/a    
             
Net income (loss) attributable to:            
Controlling Company (178,207) 76,134 (254,341) n/a    
Non-controlling interest 3,846 5,934 (2,088) (35.2)    
  (174,361) 82,068 (256,429) n/a    
Earnings (losses) per share for income attributable to the Controlling Company - Basic and diluted (82.7) 35.4        
             
Adjusted EBITDA (1) 528,030 347,856 180,174 51.8    

 

 

(1)Adjusted EBITDA is a non-GAAP measure, defined as our net income, less income tax, financial results (Financial results from borrowings and other financial results, net), 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”.

 

It should be noted that the Company's results of operations for the three-month period ended June 30, 2025 reflect the results generated by TMA and, accordingly, are not comparable to our results of operations for the three-month period ended June 30, 2024, when TMA had not yet been acquired.

 

Revenues in 2Q25 amounted to $1,911,678 million and operating costs (without depreciation, amortization and impairment of fixed and intangible assets) amounted to $1,383,648 million, therefore, adjusted EBITDA amounted to $528,030 million (equivalent to 27.6% of consolidated revenue in 2Q25 vs. 29.1% in 2Q24). Depreciation, amortization and impairment of fixed and intangible assets amounted to $470,631 million (equivalent to 24.6% of consolidated revenues) and operating loss amounted to $57,399 million (equivalent to 3.0% of consolidated revenue in 2Q25 compared to (3.6) % in 2Q24).

 

Services revenues amounted to $1,798,213 million in 2Q25 -equivalent to 94.1% of consolidated revenues, and equipment revenues amounted to $113,465 million in 2Q25 –equivalent to 5.9% of consolidated revenues.

 

Mobile services revenues amounted to $947,429 million in 2Q25 –equivalent to 52.7% of consolidated services revenues– which were mainly generated by customers in Argentina.

 

 

 

Internet services revenues amounted to $402,750 million in 2Q25 –equivalent to 22.4% of consolidated services revenues.

 

Cable television services revenues amounted to $203,643 million in 2Q25 –equivalent to 11.3% of consolidated service revenues– and they are mainly composed of services revenues provided in Argentina and Uruguay.

 

Finally, Fixed and data services revenues amounted to $230,482 million in 2Q25 –equivalent to 12.8% of consolidated service revenues.

 

Operating costs without depreciation, amortization and impairment of fixed and intangible assets amounted to $1,383,648 million in 2Q25, being the main components, employee benefit expenses and severance payments (amounted to $499,245 million); fees for services, maintenance, materials and supplies (amounted to $242,729 million); taxes and fees with the Regulatory Authority (amounted to $168,378 million); commissions and advertising (amounted to $107,140 million) and Other operating costs (amounted to $104,985 million).

 

Financial results, net amounted to $322,390 million in 2Q25, mainly due to net foreign exchange gains, measured in real terms, amounting to $222,772 million, interests on borrowings amounting to $78,869 million, other taxes and bank expenses amounting to $32,632 million, the fair value losses on financial assets at fair value through profit or loss of $28,647 million, losses from remeasurement in borrowings amounting to $4,769 million, and other financial results amounting to $20,299 million, partially offset by and the net gain on restatement in constant currency amounting to $25,000 million.

 

The income tax benefit for 2Q25 was $92,472 million and the Company obtained a net loss of $174,361 million for that period ((9.1)% of revenues). Net loss attributable to controlling company amounted to $178,207 million in 2Q25.

 

The following table shows the reconciliation of Net income to Adjusted EBITDA:

 

  2Q25 2Q24 Variation  
  $ million $ million %
Net income (loss) (174,361) 82,068 (256,429) n/a
Income tax benefit (expense) (92,472) 155,508 (247,980) n/a
Other financial results, net 10,478 (37,443) 47,921 n/a
Financial results from borrowings 311,912 (245,382) 557,294 n/a
Losses from associates and joint ventures 1,842 1,898 (56) (3.0)
Operating income / (loss) 57,399 (43,351) 100,750 n/a
Depreciation, amortization and impairment of Fixed and intangible assets 470,631 391,207 79,424 20.3
Adjusted EBITDA 528,030 347,856 180,174 51.8
           

4.Trend information

 

During the first half of 2025, in a context of gradual macroeconomic stabilization and decelerating inflation, Telecom Argentina maintained its strategy of consolidating its position as a key player in the country’s digital ecosystem by integrating connectivity, technology services, and entertainment. Amid an environment showing early signs of recovery in sectors critical to the digital economy and an incipient improvement in investor confidence, the Company continued to execute its roadmap focused on sustainable growth.

 

With a comprehensive service offering and an active investment policy, Telecom advanced in the expansion and modernization of its infrastructure, supporting the evolution of digital demand with a focus on efficiency, quality, and technological capacity.

 

 

 

One of the most significant milestones during the first half of the year was the acquisition of Telefónica Móviles Argentina (TMA), completed on February 24 for US$1,245 million. This transaction—one of the largest private infrastructure investments in the country during the year—reflects a global trend of consolidation in the telecommunications industry. The Company is currently engaged in institutional dialogue with regulatory authorities, supporting a technical and rigorous review in compliance with international standards and competition principles.

 

Another key highlight of the period was the international issuance of Class 24 Notes made by Telecom in May and July, for an aggregate principal amount of US$1,000 million. This transaction enhances the Company’s financial strength and supports its growth strategy, aligned with both current and future technological challenges.

 

The Company’s digital platforms continue to expand. Flow has reaffirmed its leadership in the entertainment segment, adding features that enhance the customer experience—most notably the launch of Flow+, a flexible entertainment offering that includes any two subscriptions from Pack Fútbol, HBO, Disney+ Premium, and Universal+, which may be switched every 30 days under a single plan. Personal Pay continues to strengthen its position within the regional fintech ecosystem. In parallel, the Company maintains active operations in Paraguay, Uruguay, and Chile, supporting the digital transformation of both consumers and businesses.

 

Telecom is at the forefront of implementing the GSMA Open Gateway initiative, which promotes the opening of network capabilities through standardized APIs. Through its Openxpand platform, the Company is fostering this new digital economy by developing solutions related to security, identity, and user experience across various industries. This technological approach is complemented by a long-term vision that positions sustainability as a strategic pillar: energy efficiency and the use of renewable energy, circular economy practices, and the development of digital talent are integral to the Company’s ongoing commitment to responsible growth.

 

Looking ahead, Telecom will continue to support the country’s digital transformation through investments aimed at strengthening infrastructure, driving technological innovation, and expanding its service ecosystem in line with the evolution of the competitive landscape.

 

 

  Carlos Moltini
  Chairman of the Board of Directors

 

 

 

CORPORATE INFORMATION

 

BYMA

 

  Market quotation ($/share) Volume of shares
Quarter High Low traded (in millions)
2Q24 2,191.65 1,489.10 10.9
3Q24 2,090.00 1,560.00 12.3
4Q24 3,175.00 1,850.00 18.7
1Q25 3,400.00 2,515.00 17.0
2Q25 3,000.00 2,110.00 13.5

 

NYSE*

 

  Market quotation (US$/ADR) Volume of ADRs
Quarter High Low traded (in millions)
2Q24 9.65 6.89 15.9
3Q24 8.56 5.86 11.3
4Q24 13.81 7.49 14.7
1Q25 14.18 10.19 12.7
2Q25 11.40 8.77 13.2

* Calculated at 1 ADR = 5 shares.

 

·INVESTOR RELATIONS for information about Telecom Argentina S.A., please contact:

 

In Argentina
Telecom Argentina S.A.
Investor Relations Division
General Hornos 690
(C1272ACK) Autonomous city of Buenos Aires
Republic of Argentina
https://inversores.telecom.com.ar/ar/es/contacto.html

 

Outside Argentina
JPMorgan Chase Bank N.A.
383 Madison Avenue, Floor 11.

New York, NY10179

Attn: Depositary Receipts Group

Tel: +1 212 622 5935

 

·INTERNET http://institucional.telecom.com.ar/inversores/

 

·DEPOSIT AND TRANSFER AGENT FOR ADSs

 

JPMorgan Chase Bank N.A.
383 Madison Avenue, Floor 11
New York, NY10179

Attn: Depositary Receipts Group

adr@jpmorgan.comwww.adr.com

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  Telecom Argentina S.A.
   
Date: August 12, 2025 By: /s/ Luis Fernando Rial Ubago
      Name: Luis Fernando Rial Ubago
      Title: Responsible for Market Relations

 

 

FAQ

What were Telecom Argentina's H1 2025 revenues and Adjusted EBITDA (TEO)?

For the six months ended June 30, 2025 Telecom reported revenues of $3,357,004 million and Adjusted EBITDA of $1,007,153 million.

How much did Telecom pay for TMA and what assets were recognized?

Telecom acquired TMA for a contractual purchase price of US$1,245 million (current currency $1,452,434 million) and recognized $1,305,544 million of identifiable net assets at acquisition date.

Did Telecom report a profit or loss for H1 2025 (TEO)?

Telecom reported a consolidated net loss of $75,554 million for the six-month period ended June 30, 2025.

How was the TMA acquisition financed and what is the debt position?

The acquisition was financed largely with loans; total borrowings at June 30, 2025 were $4,416,400 million. The company also issued US$800 million notes in May 2025.

Are there regulatory or integration restrictions after the TMA deal?

Yes. A provisional administrative measure ordered Telecom to refrain from integration acts with TMA for six months pending CNDC and ENACOM review, and CNDC issued a preliminary objection report; proceedings are ongoing.
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